N-2 1 nt10001209x1_n2.htm N-2

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As filed with the Securities and Exchange Commission on April 26, 2019

Investment Company Act File No. 811-23442

U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-2

(CHECK APPROPRIATE BOX OR BOXES)

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

o Amendment No.  

NB CROSSROADS PRIVATE MARKETS
FUND VI CUSTODY LP
(Exact name of Registrant as specified in Charter)

325 North Saint Paul Street, 49th Floor
Dallas, Texas 75201
(Address of principal executive offices)

Registrant’s Telephone Number, including Area Code: (212) 476-8800

Corey Issing
Neuberger Berman Investment Advisers LLC
1290 Avenue of the Americas
New York, NY 10104
(Name and address of agent for service)

COPY TO:

Nicole M. Runyan, Esq.
Proskauer Rose LLP
Eleven Times Square
New York, NY 10036

This Registration Statement of NB Crossroads Private Markets Fund VI Custody LP (the “Registrant”) has been filed by Registrant pursuant to Section 8(b) of the Investment Company Act of 1940, as amended (the “1940 Act”). Limited partnership interests in the Registrant (“Interests”) are not being registered under the Securities Act of 1933, as amended (the “Securities Act”), and will be issued solely in private placement transactions that do not involve any “public offering” within the meaning of Section 4(a)(2) of the Securities Act. Investments in the Registrant may only be made by entities or persons that are both (i) “accredited investors” within the meaning of Regulation D under the Securities Act and (ii) “qualified clients” as defined in Rule 205-3 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). This Registration Statement does not constitute an offer to sell, or the solicitation of any offer to buy, Interests in the Registrant.

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CONFIDENTIAL PRIVATE OFFERING MEMORANDUM
   
NB CROSSROADS PRIVATE MARKETS FUND VI CUSTODY LP
   
Offering of Limited Partnership Interests
   
April 2019

THE INFORMATION CONTAINED IN THIS CONFIDENTIAL PRIVATE OFFERING MEMORANDUM (THE “OFFERING MEMORANDUM”) IS QUALIFIED IN ITS ENTIRETY BY THE REGISTRATION STATEMENT ON FORM N-2, AS AMENDED, FILED WITH THE SECURITIES AND EXCHANGE COMMISSION (SEC”), AS DESCRIBED BELOW UNDER “REGISTRATION STATEMENT.”

Neuberger Berman Investment Advisers LLC (the “Investment Adviser”), an affiliate of Neuberger Berman Group LLC, is offering to suitable investors (the “Investors”) interests in NB Crossroads Private Markets Fund VI Custody LP, a limited partnership organized under the laws of Delaware (the “Fund”). NB Crossroads PMF VI GP LLC (the “General Partner”) serves as the general partner of the Fund. The Fund invests all or substantially all of its assets in NB Crossroads Private Markets Fund VI Holdings LP (the “Master Fund”) as part of a “master/feeder fund” structure. The Investment Adviser has engaged NB Alternatives Advisers LLC (the “Sub-Adviser” and, together with the Investment Adviser, the “Adviser”) to make all investment decisions with respect to the Master Fund. The Investment Adviser may form one or more additional feeder funds or parallel vehicles from time to time.

The Fund is offering limited partnership interests (the “Interests”) on a private placement basis to suitable investors. Interests are being offered only to persons or entities that are both “accredited investors” as defined in Section 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), and “qualified clients” as defined in Rule 205-3 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), in private placement transactions that do not involve any “public offering” within the meaning of Section 4(a)(2) of, and/or Regulation D under, the Securities Act. The Investment Adviser is seeking commitments to the Master Fund in the aggregate of $350 million (or higher, in the discretion of the Investment Adviser). The minimum capital commitment (“Commitment”) to the Fund will be $50,000 although the Board of Directors of the Fund reserves the right to accept Commitments of lesser amounts in its discretion. An Investor’s Commitment will be drawn down pursuant to the terms detailed herein. See Section III – “Summary of Offering Terms” for other offering terms and a more extensive description of the Limited Partnership Agreement of the Fund (the “Partnership Agreement”).

The Fund will remain in existence for a period of approximately ten years, subject to two one-year extensions, which may be approved by the Board of Directors of the Fund. Further extensions thereafter must be approved by a majority-in-interest of the Investors.

An investment in the Fund is speculative with a substantial risk of loss. No market for the Interests exists or is expected to develop and an investment in the Fund is only suitable for Investors who have no need for liquidity in the investment. The transfers of Interests may be made only with the prior written consent of the Board of Directors of the Fund, which may be withheld in the Board’s sole discretion. See Section XIV – “Risk Factors and Potential Conflicts of Interestfor special considerations relevant to an investment in the Interests.

The Interests are not listed on any securities exchange, and it is not anticipated that a secondary market for the Interests will develop. The Fund may provide liquidity through periodic tender offers to repurchase a limited amount of the Fund’s Interests. However, the Fund currently does not expect to offer to repurchase Interests.
An investment in the Fund may not be suitable for investors who may need the money they invested in a specified timeframe.
The amount of distributions that the Fund may pay, if any, is uncertain.

IN MAKING AN INVESTMENT DECISION, PROSPECTIVE INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE FUND AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THE INTERESTS HAVE NOT BEEN RECOMMENDED, APPROVED OR DISAPPROVED BY THE SEC, ANY STATE SECURITIES COMMISSION OR ANY OTHER REGULATORY AUTHORITY. NONE OF THE FOREGOING AUTHORITIES HAVE PASSED UPON, OR ENDORSED, THE MERITS OF THIS OFFERING OR THE ACCURACY OR ADEQUACY OF THIS OFFERING MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

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THE INTERESTS HAVE NOT BEEN, AND WILL NOT BE, REGISTERED WITH THE SEC UNDER THE SECURITIES ACT, OR UNDER THE SECURITIES LAWS OF ANY STATES, AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH STATE LAWS. THE INTERESTS ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE, AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND SUCH APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREUNDER. THERE IS NO PUBLIC OR OTHER MARKET FOR THE INTERESTS, NOR IS IT LIKELY THAT ANY SUCH MARKET WILL DEVELOP. THEREFORE, PROSPECTIVE INVESTORS MUST EXPECT TO BE REQUIRED TO RETAIN OWNERSHIP OF THE INTERESTS AND BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR THE TERM OF THE FUND.

IN ADDITION, THE FUND’S PARTNERSHIP AGREEMENT CONTAINS RESTRICTIONS ON TRANSFER AND RESALE OF THE INTERESTS OFFERED HEREBY.

THIS OFFERING MEMORANDUM DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, A SECURITY IN ANY JURISDICTION OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH AN OFFER OR SOLICITATION IN THAT JURISDICTION.

NO PERSON HAS BEEN AUTHORIZED IN CONNECTION WITH THIS OFFERING TO GIVE ANY INFORMATION OR MAKE REPRESENTATIONS OTHER THAN AS CONTAINED IN THIS OFFERING MEMORANDUM. NO PROSPECTIVE INVESTOR SHOULD CONSIDER OR RELY UPON ANY REPRESENTATION OR INFORMATION NOT SPECIFICALLY CONTAINED HEREIN, AS NO SUCH EXTRANEOUS REPRESENTATION OR WARRANTY HAS BEEN AUTHORIZED BY THE FUND, THE INVESTMENT ADVISER OR ANY AFFILIATE THEREOF. FURTHERMORE, IN THE EVENT THAT ANY OF THE TERMS, CONDITIONS OR OTHER PROVISIONS OF THE PARTNERSHIP AGREEMENT ARE INCONSISTENT WITH OR CONTRARY TO THE DESCRIPTIONS OR TERMS IN THIS OFFERING MEMORANDUM, THE PARTNERSHIP AGREEMENT WILL CONTROL.

PROSPECTIVE INVESTORS ARE EXPECTED TO CONDUCT THEIR OWN INQUIRIES INTO THE BUSINESSES AND OPERATIONS OF THE FUND, THE INVESTMENT ADVISER AND THEIR AFFILIATES. THE CONTENTS OF THIS OFFERING MEMORANDUM ARE NOT TO BE CONSTRUED AS LEGAL, TAX OR INVESTMENT ADVICE. EACH PROSPECTIVE INVESTOR SHOULD CONSULT ITS OWN ADVISOR(S) AS TO LEGAL, TAX, BUSINESS AND RELATED MATTERS CONCERNING THIS INVESTMENT.

THIS OFFERING MEMORANDUM IS CONFIDENTIAL AND CONSTITUTES AN OFFER ONLY TO THE OFFEREE HEREOF. DELIVERY OF THIS OFFERING MEMORANDUM TO ANYONE OTHER THAN THE OFFEREE OR SUCH OFFEREE’S ADVISORS IS UNAUTHORIZED AND ANY REPRODUCTION OF THIS OFFERING MEMORANDUM, IN WHOLE OR IN PART, OR ANY ATTEMPT TO DIVULGE ITS CONTENTS, IN WHOLE OR IN PART, WITHOUT THE PRIOR WRITTEN CONSENT OF THE INVESTMENT ADVISER IS PROHIBITED. THE DELIVERY OF THIS OFFERING MEMORANDUM DOES NOT IMPLY THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE ON THE COVER HEREOF.

THE STATEMENTS MADE IN THIS OFFERING MEMORANDUM MAY INCLUDE FORWARD-LOOKING STATEMENTS REGARDING THE FUTURE OPERATIONS, OPPORTUNITIES OR FINANCIAL PERFORMANCE OF (I) THE FUND, (II) OTHER FUND-OF-FUNDS VEHICLES MANAGED BY THE INVESTMENT ADVISER, (III) PRIVATE EQUITY FUNDS IN WHICH THE MASTER FUND INVESTS OR SUCH OTHER FUND-OF-FUNDS VEHICLES AND (IV) PRIVATE EQUITY INVESTMENT VEHICLES AND SEPARATE ACCOUNTS OWNED AND MANAGED BY AFFILIATES OF THE INVESTMENT ADVISER. THESE INCLUDE STATEMENTS CONTAINING WORDS SUCH AS “ANTICIPATES,” “ESTIMATES,” “EXPECTS,” “PROJECTS,” “INTENDS,” “PLANS,” “TARGETS,” “SEEKS,” “BELIEVES” AND WORDS OF SIMILAR IMPORT. THESE FORWARD–LOOKING STATEMENTS ARE JUST BEST ESTIMATIONS CONSISTENT WITH THE INFORMATION AVAILABLE TO THE INVESTMENT ADVISER AS OF THE DATE OF THIS OFFERING MEMORANDUM. SUCH INFORMATION MAY HAVE BEEN PROVIDED TO THE INVESTMENT ADVISER AND, ALTHOUGH THE INVESTMENT ADVISER HAS A REASONABLE BASIS TO RELY ON SUCH INFORMATION, THE INVESTMENT ADVISER HAS NOT INDEPENDENTLY VERIFIED SUCH INFORMATION OR OTHERWISE CONFIRMED THAT IT IS NOT OUTDATED. THUS, THE

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FORWARD–LOOKING STATEMENTS HEREIN INVOLVE KNOWN AND UNKNOWN RISKS AND UNCERTAINTIES SUCH THAT ACTUAL FUTURE OPERATIONS, OPPORTUNITIES OR FINANCIAL PERFORMANCE MAY DIFFER MATERIALLY FROM THESE FORWARD–LOOKING STATEMENTS. UNDUE RELIANCE SHOULD NOT BE PLACED ON FORWARD–LOOKING STATEMENTS, WHICH SPEAK ONLY AS OF THE DATE HEREOF. THERE IS NO OBLIGATION FOR THE INVESTMENT ADVISER TO UPDATE OR ALTER ANY FORWARD–LOOKING STATEMENTS, WHETHER AS A RESULT OF NEW INFORMATION, FUTURE EVENTS OR OTHERWISE. ALL FORWARD–LOOKING STATEMENTS CONTAINED HEREIN ARE QUALIFIED IN THEIR ENTIRETY BY THE FOREGOING CAUTIONARY STATEMENTS.

PROSPECTIVE INVESTORS RESIDENT IN THE STATE OF FLORIDA, THE STATE OF GEORGIA, THE COMMONWEALTH OF PENNSYLVANIA OR IN A COUNTRY OUTSIDE THE UNITED STATES SHOULD REFER TO APPENDIX A TO THIS OFFERING MEMORANDUM FOR SPECIFIC DISCLAIMERS AND INFORMATION RELATING TO THE OFFERING OF INTERESTS TO SUCH RESIDENTS.

Additional Information

The Fund has agreed to provide, prior to the consummation of the transactions contemplated herein, to each offeree of the Interests the opportunity to ask questions of and receive answers from the Investment Adviser concerning the terms and conditions of this offering and to obtain any additional information, to the extent the Investment Adviser possesses such information or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of the information set forth herein.

Prospective Investors and their professional advisors are invited to request any further information they may desire from the Sub-Adviser:

NB Alternatives Advisers LLC
1290 Avenue of the Americas
New York, NY 10104
Telephone: (212) 476-8800

SEC Registration Statement

Each of the Fund and the Master Fund is a Delaware limited partnership registered under the Investment Company Act of 1940, as amended, as a closed-end, non-diversified, management investment company. The Registration Statement on Form N-2 for each of the Fund and the Master Fund, as well as each amendment thereto and certain other additional information about the Fund and the Master Fund, is available on the SEC’s website at www.sec.gov. The Registration Statement on Form N-2 for each of the Fund and the Master Fund, as well as each amendment thereto, is incorporated by reference into this Offering Memorandum.

This Offering Memorandum includes information required to be included in a prospectus and statement of additional information. You may request a free copy of the Registration Statement for the Fund and/or the Master Fund, as well as this Offering Memorandum, annual and semi-annual reports to Investors when available, and other information about the Fund, and make inquiries by calling or writing to the Fund at the telephone number and address listed in “Additional Information” above.

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I.GLOSSARY OF DEFINED TERMS

The following terms, which are used throughout this Offering Memorandum are defined as follows:

1940 Act
The Investment Company Act of 1940, as amended
   
 
Administration Agreement
The agreement between the Fund and the Administrator with respect to the provision of administrative services to the Fund
   
 
Administrator
UMB Fund Services, Inc. (or any successor administrator)
   
 
Adviser
The Investment Adviser and the Sub-Adviser
   
 
Advisers Act
The Investment Advisers Act of 1940, as amended
   
 
Board
The Board of Directors of the Fund and the Master Fund, as applicable
   
 
CFTC
The Commodity Futures Trading Commission
   
 
Code
The Internal Revenue Code of 1986, as amended
   
 
Co-Investment
An investment directly in equity or debt securities of portfolio companies alongside Portfolio Funds and other private equity firms
   
 
Commitments
Capital commitments from Investors to the Fund
   
 
Covered Persons
The Investment Adviser, the Sub-Adviser and their respective affiliates, related shareholders, members, employees or agents
   
 
Custodian
UMB Bank, N.A. (or any successor custodian)
   
 
Directors
The directors comprising the Board of the Fund and the Master Fund
   
 
Fund
NB Crossroads Private Markets Fund VI Custody LP
   
 
General Partner
NB Crossroads PMF VI GP LLC
   
 
Interests
Limited partnership interests in the Fund
   
 
Independent Directors
Directors that are not “interested persons,” as defined in Section 2(a)(19) of the 1940 Act, of either the Fund or the Master Fund
   
 
Invested Capital
The total capital that the Master Fund contributes to its underlying investments, including cash and cash equivalents
   
 
Investment Adviser
Neuberger Berman Investment Advisers LLC (or any successor investment adviser to the Master Fund)
   
 
Investment Advisory Agreement
The investment advisory agreement between the Master Fund and the Investment Adviser
   
 
Investment Sub-Advisory Agreement
The investment sub-advisory agreement between the Investment Adviser and Sub-Adviser
   
 
Investors
Persons or entities subscribing for Interests in the Fund and admitted as limited partners

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IRS
Internal Revenue Service
   
 
Master Fund
NB Crossroads Private Markets Fund VI Holdings LP
   
 
NAV
Net asset value
   
 
Neuberger Berman
Neuberger Berman Group LLC
   
 
OFAC
The U.S. Department of Treasury’s Office of Foreign Assets Control
   
 
Offering Memorandum
This Confidential Private Offering Memorandum
   
 
Partnership Agreement
The Limited Partnership Agreement of the Fund, as amended from time to time
   
 
Placement Agent
Neuberger Berman BD LLC, an affiliate of Neuberger Berman (or any successor placement agent to the Fund)
   
 
Portfolio Funds
Underlying professionally managed private equity funds and other collective investment vehicles or accounts in which the Master Fund invests
   
 
Proskauer
Proskauer Rose LLP, counsel to the Fund and the Master Fund
   
 
Portfolio Fund Managers
The group of alternative asset managers who manage the Portfolio Funds
   
 
Portfolio Management Team
The investment professionals responsible for the day-to-day management of the Master Fund’s portfolio
   
 
Securities Act
The Securities Act of 1933, as amended
   
 
SEC
Securities and Exchange Commission
   
 
Special Limited Partner
NB CPM Fund VI SLP LP, the special limited partner of the Master Fund
   
 
Sub-Adviser
NB Alternatives Advisers LLC (or any successor investment sub-adviser to the Master Fund)
   
 
Subscription Documents
The Subscription Documents, as amended from time to time, required to be completed by prospective Investors
   
 
UBTI
Unrelated business taxable income
   
 
Underlying Commitments
Total capital commitments entered into by the Master Fund with respect to Portfolio Funds and Co-Investments

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II.EXECUTIVE SUMMARY

NB Crossroads Private Markets Fund VI Custody LP (the “Fund”) is an investment fund formed by Neuberger Berman Investment Advisers LLC (the “Investment Adviser”) and NB Alternatives Advisers LLC (the “Sub-Adviser,” and together with the Investment Adviser, the “Adviser”), which are indirect wholly-owned subsidiaries of Neuberger Berman Group LLC (“Neuberger Berman” or the “Firm”). The Fund is a limited partnership organized under the laws of Delaware on April 16, 2019 and is registered under the 1940 Act as a closed-end, non-diversified, management investment company. NB Crossroads PMF VI GP LLC (the “General Partner”) serves as the general partner of the Fund. The Fund will invest all or substantially all of its assets in the Master Fund, a Delaware limited partnership that is also registered under the 1940 Act as part of a “master/feeder” structure. The Master Fund has the same investment objective, investment policies and restrictions as those of the Fund. The Investment Adviser serves as investment adviser of the Master Fund and provides management services to the Fund. The Investment Adviser has engaged the Sub-Adviser to assist with investment decisions with respect to the Master Fund. For convenience of reference, references herein to “the Fund” include the Fund and the Master Fund, unless the context requires otherwise.

The Fund seeks to achieve attractive risk-adjusted returns (primarily through long-term capital gains) principally by making primary investments (each, a “Primary Investment”) in a portfolio of newly formed, third party private equity funds—private equity funds managed by various unaffiliated asset managers (“Portfolio Funds”). The Fund will also opportunistically make “secondary investments” in Portfolio Funds acquired in privately negotiated transactions from investors in these Portfolio Funds typically after the end of the Portfolio Fund’s fundraising period (each, a “Secondary Investment”), and invest directly in equity or debt securities of portfolio companies alongside Portfolio Funds and other private equity firms (each, a “Co-Investment”). The Fund seeks to invest in Portfolio Funds managed by experienced Portfolio Fund Managers that generally have an established track record. The Adviser believes the coupling of Secondary Investments and Co-Investment activities with Primary Investments should enhance and accelerate investment returns and will offer Investors an opportunity to gain exposure to a broad range of private equity investment opportunities in the United States, Europe, Asia and emerging markets around the world.

The Master Fund seeks to raise at least $350 million in aggregate capital commitments, including commitments by Neuberger Berman and key investment professionals, which are expected to represent, in aggregate, a minimum of 1% of the Master Fund’s capital commitments, including the commitment by Neuberger Berman.

The private equity market primarily consists of long-term equity investments in private companies, traditionally characterized by buyouts and venture and growth capital investments. Private equity typically provides long-term capital for non-publicly traded companies, as well as for liquidity to private shareholders. This capital is used for a variety of purposes including business start-ups, expansions, acquisitions, recapitalizations, restructurings and turnarounds. Private equity investments are typically held in investment partnerships for approximately three to seven years, and during such time are largely illiquid. The average life span of a private equity fund, such as the Portfolio Funds, is ten to twelve years. Distributions from Portfolio Funds are typically made towards the middle to the end of the Portfolio Funds’ lives, when the Portfolio Fund Managers can realize the Portfolio Funds’ returns on their investments in underlying portfolio companies through sales of these companies to third parties, initial public offerings of these companies or recapitalizations of these companies. Therefore, investments in private equity funds are long-term investments.

The Fund provides an opportunity for Investors to potentially achieve attractive returns by investing in the private equity asset class while relying on the skills, experience and relationships of the Adviser and Neuberger Berman.

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Key Fund Terms

A summary of key terms for the offering is listed below. This summary is qualified in its entirety by the more detailed information on the terms of the offering provided in Section III – Summary of Offering Terms.”

Target Size of Master Fund:
$350 million (or higher, at the discretion of the Investment Adviser).
   
 
Minimum Commitment to the Fund:
$50,000 (Commitments of lesser amounts at the discretion of the Board).
   
 
Investment Period:
Five years from the initial closing date (except for follow-on investments in existing Portfolio Funds and Co-Investments).
   
 
Term:
Ten years. The Master Fund’s and the Fund’s terms will expire on December 31 following the tenth anniversary of the initial closing of the Fund (subject to two extensions by the Board without the approval of the Investors for up to one year per extension. Any extensions thereafter must be approved by a majority-in-interest of the Investors).
   
Investors have no right to require the Fund to redeem their Interests during the Fund’s term.
   
 
Offering:
The initial closing date for subscriptions for Interests is currently expected to be in the second quarter of 2019. Subsequent to the initial closing of the Fund, the Fund may offer Interests through multiple closings, which are anticipated to occur over a period of up to one year following the initial closing.
   
 
Advisory Fee:
The Master Fund will pay the Investment Adviser an advisory fee quarterly at an annual rate of 0.80% following the Master Fund’s commencement of operations through the end of year eight from the commencement of operations and then at an annual rate of 0.15% for the remaining life of the Master Fund, in each case based on the Master Fund’s Invested Capital (the “Advisory Fee”). In no event will the Master Fund’s Invested Capital exceed the amount of Investors’ total Commitments. The Advisory Fee is paid by the Master Fund only. The Fund, however, due to its investment in the Master Fund will indirectly bear a proportional percentage of the Advisory Fee.
   
 
Carried Interest:
Carried interest is a share of the Master Fund’s returns that is paid to the Special Limited Partner by the Master Fund in the event that specified investment returns are achieved by the Master Fund. After each Investor has received aggregate distributions equal to 125% of all drawn Commitments (excluding capital called for Servicing Fee payments to the Placement Agent), a carried interest will be distributed to the Special Limited Partner at the following rates: 7.0% if the Master Fund reaches an allocation of at least 40% of its Underlying Commitments to Secondary Investments and Co-Investments combined; 6.75% if the Master Fund’s allocation to Secondary Investments and Co-Investments combined is at least 35% but less than 40% of Underlying Commitments; and 6.5% if the allocation is below 35% of Underlying Commitments. The carried interest will be distributed to the Special Limited Partner only after the fourth anniversary of the final closing, except in respect of an Investor’s repurchase of its Interest. While the carried interest will be allocated at the Master Fund level, the Fund and its limited partners will indirectly be subject to the Master Fund’s carried interest.
   
 
Tax Status:
The Fund intends to qualify and elect to be treated as a regulated investment company or “RIC” under the Code.

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Fund Fees and Expenses

The fee table below is intended to assist Investors in understanding the various costs and expenses that the Fund expects to incur, and that Investors can expect to bear, directly or indirectly, by investing in the Fund. This fee table is based on estimated expenses of the Fund for the fiscal year ending March 31, 2020, and assumes that the Master Fund raises $350 million in total Commitments from Investors during the first year, that 30% of total Commitments are drawn down in the first year, and that substantially all of the drawn-down Commitments are invested in the first year (after the initial closing) and are valued at cost (i.e., Invested Capital is equal to 30% of Commitments and approximately the same as net assets). Investors will indirectly bear the fees of the Master Fund (including the Advisory Fee) and these fees are reflected in the fee table and examples below.

Investor Transaction Expenses
 
 
 
Sales Load (as a percentage of offering price)
 
0.00
%
 
As a Percentage of
Average Net Assets
Annual Expenses
 
 
 
Advisory Fee(1)
 
0.80
%
Other Operating Expenses(2)
 
1.01
%
Servicing Fee(3)
 
0.83
%
Acquired Fund Fees and Expenses(4)
 
1.18
%
Total Annual Expense Ratio before Carried Interest(5)
 
3.82
%

1.The Master Fund will pay the Investment Adviser an advisory fee quarterly at an annual rate of 0.80% following the Master Fund’s commencement of operations through the end of year eight from the commencement of operations and then 0.15% for the remaining life of the Master Fund, in each case based on the Master Fund’s Invested Capital (the total capital that the Master Fund contributes to its underlying investments, including cash and cash equivalents). In no event will total Invested Capital exceed the amount of Investors’ total Commitments. The Advisory Fee is paid quarterly by the Master Fund only.
2.The Other Operating Expenses for the Fund include all other expenses incurred by the Fund, such as its organizational expenses to the extent not borne by the Investment Adviser and expenses relating to the offering and sale of Interests, as well as the Fund’s indirect allocation of Other Operating Expenses of the Master Fund. The Other Operating Expenses are based on estimated amounts for the fiscal year ending March 31, 2020. The Investment Adviser has agreed to pay up to $400,000 of the aggregated organizational and offering expenses of the Fund, the Master Fund and any other feeder funds of the Master Fund that may be formed from time to time.
3.The Servicing Fee is paid at the Fund level only. The Fund will pay a quarterly fee at the annual rate of 0.25% from the commencement of operations through the end of the Fund’s term, based on the Investors’ total Commitments, determined and accrued as of the last day of each calendar quarter.
4.The Acquired Fund Fees and Expenses include the fees and expenses of the Portfolio Funds in which the Master Fund intends to invest. Some or all of the Portfolio Funds in which the Master Fund intends to invest generally charge asset-based management fees. The Portfolio Fund Managers may also receive performance-based compensation if the Portfolio Funds achieve certain profit levels, generally in the form of “carried interest” allocations of profits from the Portfolio Funds, which effectively will reduce the investment returns of the Portfolio Funds. Carried interest allocation paid to a Portfolio Fund Manager are often made subject to a requirement to be repaid—a “clawback”—to the extent that the aggregate amount distributed to the Portfolio Fund Manager over all financial reporting periods exceeds the carried interest amount that would have been due based instead on the Portfolio Fund’s cumulative results. The Portfolio Funds in which the Master Fund intends to invest generally charge a management fee of 1.00% to 2.50%, and approximately 20% to 30% of net profits as a carried interest allocation, subject to a clawback. The “Acquired Fund Fees and Expenses” disclosed above are based on historic returns of the types of Portfolio Funds in which the Master Fund anticipates investing, which may change substantially over time and, therefore, significantly affect “Acquired Fund Fees and Expenses.” The “Acquired Fund Fees and Expenses” shown reflects estimated operating expenses of the Portfolio Funds (i.e., management fees, performance-based fees or allocations, administration fees and professional and other direct, fixed fees and expenses of the Portfolio Funds). The Acquired Fund Fees and Expenses are based on estimated amounts for the fiscal year ending March 31, 2020.
5.After each Investor has received aggregate distributions equal to 125% of all drawn Commitments (excluding capital called for Servicing Fee payments to the Placement Agent), a carried interest will be distributed to the Special Limited Partner of the Master Fund only after the fourth anniversary of the final closing (except in respect of an Investor’s repurchase of its Interest) at the following rates: 7.0% if the Master Fund reaches an allocation of at least 40% of its Underlying Commitments to Secondary Investments and Co-Investments combined; 6.75% if the Master Fund’s allocation to Secondary Investments and Co-Investments combined is at least 35% but less than 40% of Underlying Commitments; and 6.5% if the allocation is below 35% of Underlying Commitments. While the carried interest will be allocated at the Master Fund level, the Fund and its limited partners will indirectly be subject to the Master Fund’s carried interest. See Section IX – “Fees and Expenses of the Fund; Distributions.”

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The purpose of the table above and the examples below is to assist prospective Investors in understanding the various costs and expenses Investors in the Fund will bear directly or indirectly.

Example 1

 
1 Year
3 Years
5 Years
10 Years
You would pay the following expenses on a $1,000 investment, assuming a 5% annual return:(1)
$
38
 
$
101
 
$
159
 
$
307
 
(1)The example above presents the Fund’s estimated expenses based on a Commitment of $1,000, which is called in full after the initial closing during year 1 without any subsequent capital calls.

The following example presents the Fund’s estimated expenses based on a $1,000 Commitment to the Fund, which is called over time from an Investor in the amounts and with the timing as outlined in the “Summary of Offering Terms — Capital Calls” section:

 
1 Year
3 Years
5 Years
10 Years
You would pay the following expenses on a $1,000 Commitment, assuming capital calls of $300 in year 1, $200 in each of year 2 and year 3, $150 in year 4 and $0 in year 5, and a 5% annual return:
$
12
 
$
42
 
$
89
 
$
213
 

Example 2

 
1 Year
3 Years
5 Years
10 Years
You would pay the following expenses on a $50,000 investment, assuming a 5% annual return(2):
$
1,921
 
$
5,044
 
$
7,951
 
$
15,361
 
(2)The example above presents the Fund’s estimated expenses based on a Commitment of $50,000, which is called in full after the initial closing during year 1 without any subsequent capital calls.

The following example presents the Fund’s estimated expenses based on a $50,000 Commitment to the Fund, which is called over time from an Investor in the amounts and with the timing as outlined in the “Summary of Offering Terms — Capital Calls” section:

 
1 Year
3 Years
5 Years
10 Years
You would pay the following expenses on a $50,000 Commitment, assuming capital calls of $15,000 in year 1, $10,000 in each of year 2 and year 3, $7,500 in year 4 and $0 in year 5, and a 5% annual return:
$
576
 
$
2,108
 
$
4,416
 
$
10,559
 

The Examples above are based on the fees and expenses set forth above. It should not be considered a representation of future expenses. Actual expenses may be greater or less than those shown, and the Fund’s actual rate of return may be greater or less than the hypothetical 5.0% return assumed in the examples. The Examples assume participation in the initial closing, the Master Fund raises $350 million in total Commitments and capital is called as outlined above and described under “Capital Callsin the “Summary of Offering Terms” section. The capital call may be greater or less than those highlighted by year, which would impact the dollar totals of the Examples.

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NB Private Equity

The Fund will be managed by the NB Private Equity Team (“NB Private Equity” or the “Team”) of the Sub-Adviser, which consists of over 150 dedicated investment professionals.1 NB Private Equity has achieved an annual compounded aggregate net internal rate of return (“IRR”) on primary investments in third-party private equity funds of 15.4%2 between its inception in 1987 and September 30, 2018. The Team is led by the NB Private Equity Private Investment Portfolio Investment Committee (the “Investment Committee”), which is comprised of thirteen members.

The Master Fund will invest its assets in four strategic asset classes:

Small and Mid-Cap Buyout: Target 40-55% of the Master Fund3
Buyouts are characterized by the use of equity and debt to acquire established companies across a wide range of industries. Small and mid-cap buyout funds are highly segmented by geography, strategy, industry focus and size and there are numerous manager formations and spinoffs in any given year.
Large-Cap Buyout: Target 20-35% of the Master Fund3
The large-cap buyout market consists of a moderate number of Portfolio Funds of institutional fund managers that tend to have enormous resources, a large number of investment professionals and operational staff, and a significant global presence.
Special Situations (primarily distressed-oriented strategies): Target 10-20% of the Master Fund3
Special situations (or distressed-oriented investing) encompasses a broad range of strategies including distressed debt (control), distressed debt (non-control), distressed financial assets, operational turnarounds, “rescue” financings and high yielding credit-oriented strategies.
Venture and Growth Capital: Target 10-15% of the Master Fund3
Venture capital is characterized by equity investments in early through late stage startup companies with high potential growth, primarily in the technology and healthcare related industries. Growth capital is characterized by investments in companies that typically have a proven business model, but need capital to help facilitate growth.

The Master Fund’s Target Allocation


*Target allocations across all categories are subject to change at the discretion of the Team based on its evaluation of market conditions or available investment opportunities.
1.NB Private Equity and its affiliates are the successor to its predecessor entities (the “Predecessors”), the oldest of which was founded in 1981. All of the Predecessors’ operational assets and substantially all key personnel employed at the time of the succession became assets and employees of NB Private Equity. NB Private Equity became either the advisor or sub-advisor to all then-existing client accounts previously advised by the Predecessors. References to NB Private Equity herein include the Predecessors.
2.Past performance is not indicative of future results. Please see Appendix B for additional information on Related Account performance.
3.Market outlook is current as of the date of this document and subject to change. The Adviser may change the targeted asset allocation from time-to-time based on its evaluation of market conditions or the available investment opportunities.

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Experienced and Stable Investment Team: The Fund will be managed by NB Private Equity, a team comprised of over 150 investment professionals based in New York, Dallas, Boston, London, Milan, Hong Kong and Bogota. Our depth and experience has allowed NB Private Equity to deliver what we believe to be highly attractive portfolios for our clients, strong absolute and relative returns and exceptional client service.

Long Term Track Record: NB Private Equity believes that it has demonstrated consistent and attractive performance over 30 years of private equity investing. NB Private Equity has achieved an aggregate net IRR on primary investments in third-party private equity funds of 15.4% from the period from its inception in 1987 to September 30, 2018.4 Additionally, NB Private Equity has over ten years of experience of making Co-investments. From 2009 through September 2018, across the platform, NB Private Equity has invested over $5.5 billion in approximately 200 direct co-investment opportunities across a wide range of industries, geographies, enterprise values, and strategies.

High Quality Portfolio Construction

Proven Investment Philosophy: NB Private Equity’s investment philosophy and processes have been developed and refined over 30 years of private equity investing. Specifically, the four key tenets of our investment philosophy (allocate tactically, invest selectively, mitigate risk and deploy capital efficiently) are focused on seeking to create portfolios for our partners with efficient deployment, outsized returns and reduced downside risk.
Robust Selection of and Access to High Performing Funds: Over its 30+ year history, NB Private Equity has built a strong global network of relationships with high performing private equity firms, which is expected to provide the Fund with significantly enhanced access to high performing funds globally. In addition, NB Private Equity systematically reviews, analyzes and tracks hundreds of potential private equity investment funds on an annual basis. Our proactive identification and selection process positions us to: (i) access and invest in the funds of our choice; (ii) identify and select high quality albeit lesser known funds; and (iii) avoid what appear to be lower quality funds, especially those funds whose strong brand is no longer commensurate with their potential to achieve best in class returns.

Established Investment Process

Rigorous Due Diligence: NB Private Equity plans to achieve its investment objective of producing attractive risk-adjusted returns by employing a rigorous and thorough due diligence process that it has developed and refined over 30 years of private equity investing. Each aspect of analyzing the team, strategy, historical investment performance, internal processes and portfolio fit includes both qualitative and quantitative analyses. From the highly quantitative and detailed analysis of unrealized portfolio company valuations to an in-depth and extensive examination of historical performance attribution, the due diligence process allows the Team to identify managers that it believes have demonstrated ability to produce consistently strong returns.
Investment Selection Process: NB Private Equity’s due diligence methodology is comprehensive and rigorous. An investment opportunity is typically discussed at multiple Investment Committee meetings over several weeks or months, and all investment team members are encouraged to participate in meetings of the Investment Committee. This forum provides for significant feedback and ongoing diligence requests that we believe ultimately lead to better decision making. The Investment Committee operates on a majority vote approval basis, helping to provide a full and impartial analysis for every investment.

Dedicated Secondary Investment and Co-Investment Capabilities

Robust Deal Flow and Execution: NB Private Equity will tactically weight Secondary Investments and Co-Investments within each of the Fund’s asset classes with the objective of maximizing risk-adjusted returns and minimizing the negative impact of the “J-curve.” A private equity fund’s net asset value will typically exhibit a “J-curve,” undergoing a modest decline in the early portion of the fund’s lifecycle as investment-related expenses and fees accrue prior to the realization of investment gains from portfolio companies, with the trend typically reversing in the later portion of the fund’s lifecycle as portfolio companies are sold and gains from investments are realized and distributed. The Team executes on this strategy by leveraging our dedicated senior Secondary Investment and Co-Investment teams that provide
4.Please see Appendix B for additional information on Related Account performance.

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robust deal flow, investment judgment and deal execution skills to the Fund. The Team believes that its ability to generate Secondary Investment and Co-Investment opportunities from dedicated senior Secondary Investment and Co-Investment teams represents a distinct competitive advantage over other private equity fund of funds managers. NB Private Equity has originated a substantial volume of private equity deal flow and is often a preferred co-investment partner for leading private equity firms, as illustrated by the more than 1,700 Co-Investment opportunities sourced from 2009 through September 2018.

Secondary Investment Capabilities: Secondary Investments are interests in existing private equity funds that are acquired in privately negotiated transactions, typically after the end of the private equity fund’s fundraising period. The Fund’s Secondary Investments will be primarily generated from NB Private Equity’s secondary investment team. The secondary investment team is comprised of dedicated senior principals who have worked together for over 20 years. The secondary investment team focuses on acquiring partially or fully funded private equity limited partnership interests at attractive valuations on a global basis.
Co-Investment Capabilities: The Fund’s Co-Investments will be primarily generated from NB Private Equity’s co-investment team. The co-investment team is led by an eleven person investment committee with over 315 years of combined experience. The co-investment team seeks to achieve superior risk-adjusted returns by co-investing with high performing private equity investors in attractive investment opportunities and on favorable terms.

High Quality Client Relationships and Investor Services

Timely Reporting: NB Private Equity is dedicated to providing Investors with accurate and timely financial reports. NB Private Equity’s processes and proprietary software are such that we expect to be able to provide our investors with tax information based upon NB Private Equity’s valuation and reporting process that relies on a combination of proprietary reporting systems and a close integration of our back office team and the Fund’s Administrator and our investment professionals in the monitoring and valuation process. The Fund will furnish to Investors as soon as practicable after the end of each taxable year information on Form 1099 to assist Investors in preparing their tax returns. The Fund will also prepare and transmit to Investors unaudited semi-annual reports and audited annual reports (when each becomes available) within 60 days after the close of the period for which the report is being made, or as otherwise required by the 1940 Act. Investors will also receive quarterly reports regarding the Fund’s operations and investments. For additional information on the reporting of tax information, please see Section XVI – “Additional Information—Reports to Investors.”
Comprehensive Online Reporting: The Fund offers Investors secure online access to financial reports and other current and historical investor communications.

Independent Asset Management Firm

Strong and Stable Platform: NB Private Equity is a division of Neuberger Berman, a private, independent, employee-controlled investment manager. It partners with institutions, advisors and individuals throughout the world to customize solutions that address their needs for income, growth and capital preservation. With approximately 2,100 professionals, it offers an investment culture of independent thinking. Founded in 1939, the company provides solutions across equities, fixed income, hedge funds and private equity, and had approximately $323 billion in assets under management as of March 31, 2019.5
Alignment of Interests: Neuberger Berman and key investment professionals expect to commit, in the aggregate, a minimum of 1% of the Master Fund’s capital commitments, including the commitment by Neuberger Berman. In addition, all key investment professionals will participate, through ownership interests in the Special Limited Partner, in the carried interest of the Master Fund. The Firm’s and Team’s interests in the Fund serve to align their interests with those of the Fund’s investors.
5.Firm data reflects the collective data for the various subsidiaries of Neuberger Berman.

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Significant Research and Diligence Resources: Neuberger Berman’s global network of employees and large pool of research and portfolio analysts provide the Team with valuable industry and company-specific insights, which supplement the Team’s analysis and evaluation of investment opportunities.6

Risk Factors

The Fund’s investment program is speculative and entails substantial risks. Because the Fund will invest all or substantially all of its assets in the Master Fund, in pursuit of its investment objective, the risks associated with an investment in the Fund are in effect the risks of investing in the Master Fund. In considering participation in the Fund, prospective Investors should be aware of certain risk factors, which include the following:

General Risks: There is no assurance that the investments held by the Master Fund will be profitable, that there will be proceeds from such investments available for distribution to the Investors, or that the Fund will achieve its investment objective.
Illiquidity; Lack of Current Distributions: An investment in the Fund is suitable only for certain qualified investors who have no need for liquidity of their Interests. The investments made by the Master Fund generally will be illiquid and typically cannot be transferred or redeemed during the Fund’s term. The Fund does not have any obligation to repurchase Interests from Investors. In addition there may be little or no near-term cash flow available to the Investors from the Fund.
Restrictions on Transfers and Withdrawals: The Interests and the interests in the Portfolio Funds indirectly held by the Fund have not been and will not be registered under the Securities Act or applicable state securities laws and may not be resold unless an exemption from such registration is available. The Fund is not under, and the Portfolio Funds are not expected to be under, any obligation to cause such an exemption (whether pursuant to Rule 144 under the Securities Act or otherwise) to be available. Accordingly, there is no secondary market for the Interests or a Fund’s indirect interests in the Portfolio Funds, and such market is not expected to develop. The Fund may provide liquidity through periodic tender offers to repurchase a limited amount of the Fund’s Interests but it is under no obligation to do so. Furthermore, transfers of Interests may be made only with the prior written consent of the Board, which may be withheld in the Board’s sole discretion. The Fund generally will not have the right to withdraw from any Portfolio Fund.
Lack of Operating History: The Fund is a newly formed entity with no operating history.
Risks of Private Equity Investments Generally: The investments made by the Portfolio Funds will entail a high degree of risk and in most cases be highly illiquid and difficult to value. Unless and until those investments are sold or mature into marketable securities they will remain illiquid. As a general matter, companies in which the Portfolio Funds invest may face intense competition, including competition from companies with far greater financial resources; more extensive research, development, technological, marketing and other capabilities; and a larger number of qualified managerial and technical personnel. The success of each investment made by a Portfolio Fund will largely depend on the ability and success of the management of the portfolio companies in addition to economic and market factors.
Secondary Investments Risks: The Master Fund may acquire secondary interests in existing private equity funds primarily from existing investors in such funds (and not from the issuers of such investments). Because the Master Fund will not be acquiring such interests directly from the issuers, it is generally not expected that the Master Fund will have the opportunity to negotiate the terms of the interests being acquired or other special rights or privileges. There can be no assurance as to the number of Secondary Investment opportunities that will be presented to the Master Fund. In addition, valuation of such private equity funds interests may be difficult, as there generally will be no established market for such investments or for the privately-held portfolio companies in which such funds may own securities. Many institutional investors, including other fund-of-funds entities, as well as existing investors of the funds may seek the same Secondary Investments as the Master Fund. No assurance can be given that the Master Fund will be
6.Subject to Neuberger Berman’s policies and procedures, including certain information barriers within Neuberger Berman that are designed to prevent the misuse by Neuberger and its personnel of material information regarding issuers of securities that has not been publicly disseminated.

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able to identify investment opportunities that satisfy its investment objective and desired diversification goals or, if the Master Fund is successful in identifying such investment opportunities, that the Master Fund will be permitted to invest, or invest in the amounts desired, in such opportunities.

Co-Investments Risks: There can be no assurance that the Master Fund will be given Co-Investment opportunities, or that any Co-Investment offered to the Master Fund would be appropriate or attractive to the Master Fund. The market for Co-Investment opportunities may be very limited and the Co-Investment opportunities to which the Master Fund wishes to allocate capital may not be available at any given time. Due diligence will be conducted on Co-Investment opportunities; however, the Adviser may not have the ability to conduct the same level of due diligence applied to Portfolio Fund investments. In addition, the Adviser may have little opportunities to negotiate the terms of such Co-Investments. The Master Fund’s ability to dispose of Co-Investments is typically severely limited, both by the fact that the securities are expected to be unregistered and illiquid and by contractual restrictions that may limit, preclude or require certain approvals for the Master Fund to sell such investment. Co-Investments are generally subject to many of the same risks as investments in the Portfolio Funds.
Investments in Emerging Markets: The Master Fund and the Portfolio Funds may invest in emerging markets. The Fund defines emerging markets as the 24 countries that are part of the MSCI Emerging Market Index. Investing in emerging markets involves additional risks and special considerations not typically associated with investing in other, more established economies or markets. Such risks may include, among others, (i) greater social, economic and political uncertainty, including war or terrorism or social unrest; (ii) higher dependence on exports and the corresponding importance of international trade; (iii) greater volatility, less liquidity and smaller capitalization of markets; (iv) greater volatility in currency exchange rates; (v) greater risk of inflation; and (vi) less extensive regulation of financial and other markets;.
Special Situations and Distressed Investments: The special situations asset class will likely invest a significant portion of its assets in Portfolio Funds that invest in portfolio companies that may be in transition, out of favor, financially leveraged or troubled, or potentially troubled and may be or have recently been involved in major strategic actions, restructurings, bankruptcy, reorganization, or liquidation. These companies may be experiencing, or are expected to experience, financial difficulties that may never be overcome. The securities of such companies are likely to be particularly risky investments although they also may offer the potential for correspondingly high returns. Such companies’ securities may be considered speculative, and the ability of such companies to pay their debts on schedule could be affected by adverse interest rate movements, changes in the general economic climate, economic factors affecting a particular industry or specific developments within such companies. Such investments could, in certain circumstances, subject a Portfolio Fund to certain additional potential liabilities.

No assurance can be given that the Fund’s investment program will be successful. Accordingly, an investment in the Fund entails substantial risks and a prospective investor should invest in the Fund only if it can sustain a complete loss of its investment. See Section XIV – “Risk Factors and Potential Conflicts of Interest.”

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III.SUMMARY OF OFFERING TERMS

THE FOLLOWING IS ONLY A SUMMARY OF CERTAIN INFORMATION CONTAINED IN THE PARTNERSHIP AGREEMENT AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THAT AGREEMENT. IN THE EVENT OF ANY INCONSISTENCY BETWEEN THE PARTNERSHIP AGREEMENT AND THIS SUMMARY, THE PARTNERSHIP AGREEMENT SHALL CONTROL.

The Fund:
The Fund is a limited partnership organized under the laws of the State of Delaware and is registered under the 1940 Act as a closed-end, non-diversified, management investment company. The Fund will offer and sell Interests in the Fund in minimum denominations of $50,000 only to investors that are both “accredited investors,” as defined in Regulation D under the Securities Act, and “qualified clients,” as defined in Rule 205-3 under the Advisers Act, in private placement transactions that do not involve any “public offering” within the meaning of Section 4(a)(2) of, and/or Regulation D under, the Securities Act.

The Fund intends to qualify and elect to be treated as a regulated investment company (a “RIC”) under the Internal Revenue Code of 1986, as amended (the “Code”).

Master/Feeder Structure:
The Fund will pursue its investment objective by investing all or substantially all of its assets in the Master Fund, which in turn will execute investment transactions. The Master Fund has the same investment objective, investment policies and restrictions as those of the Fund. The Master Fund is a limited partnership organized under the laws of the State of Delaware on June 1, 2018 and is registered under the 1940 Act as a closed-end, non-diversified, management investment company. The Master Fund intends to qualify and elect to be treated as a RIC under the Code. The Master Fund is expected to commence operations after the initial closing of the Fund.

In addition, other feeder funds that invest in the Master Fund alongside the Fund may be established from time to time. Such other feeder funds may be established for different investors with different terms and conditions.

The General Partner, Investment Adviser and Sub-Adviser:
Each of the General Partner, Investment Adviser and Sub-Adviser is an indirect wholly owned subsidiary of Neuberger Berman. Each of the Investment Adviser and Sub-Adviser is registered as an investment adviser under the Advisers Act.

The Investment Adviser has full, exclusive and complete authority in the management and control of the business of the Master Fund and will make all decisions affecting the business of the Master Fund. The Investment Adviser has engaged the Sub-Adviser to assist with investment decisions with respect to the Master Fund.

Investment Objective:
The investment objective of the Fund is to provide attractive risk-adjusted returns to Investors. Through its

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investment in the Master Fund, the Fund seeks to achieve this objective through investments in a portfolio of professionally managed Portfolio Funds and select Co-Investments in portfolio companies. The Fund, through the Master Fund, will make Primary Investments in newly formed Portfolio Funds. The Master Fund will also opportunistically invest in Secondary Investments in underlying Portfolio Funds acquired from investors in such Portfolio Funds and in Co-Investment opportunities.

Investment Allocations:
It is currently expected that the following private equity strategy allocations will be made for the Master Fund:
Buyout
60% – 90%
Venture and Growth Capital
10% – 15%
Special Situations
10% – 20%
Strategy:
Target
Allocation
Expected
Number of
Investments
Primaries
55 – 70%
20 – 25
Co-Investment / Secondary
30 – 45%
Opportunistic
Geography:
 
 
 
United States
60 – 75%
Europe
15 – 30%
Rest of World
5 – 20%
Suitability Standards:
Interests are being offered only to persons or entities that are both an “accredited investor,” as defined in Regulation D under the Securities Act, and a “qualified client,” as defined in Rule 205-3 under the Advisers Act.

Each prospective Investor in the Fund should obtain the advice of his, her or its own legal, accounting, tax and other advisers in reviewing documents pertaining to an investment in the Fund, including, but not limited to, this Offering Memorandum and the Partnership Agreement before deciding to invest in the Fund.

Offering Size:
The anticipated aggregate offering size for the Master Fund is approximately $350 million (or higher, at the discretion of the Investment Adviser).
Investment Period:
Five years. The Master Fund may not make a capital commitment to a Portfolio Fund, acquire an interest in a Secondary Investment, or make an initial investment in a Co-Investment after the fifth anniversary of the initial closing of the Fund, except for follow-on investments in existing Portfolio Funds and Co-Investments.
Term:
Ten years. The Master Fund’s and the Fund’s terms will expire on December 31 following the tenth anniversary of the initial closing of the Fund, which may be subject to two extensions by the Board without the approval of the Investors for up to one year per extension. Any extensions thereafter must be approved by a majority-in-interest of the Investors.

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Capital Commitments:
The minimum Commitment to the Fund will be $50,000, although the Board reserves the right to accept Commitments of lesser amounts from officers and employees of the Investment Adviser, the Sub-Adviser or their affiliates as well as from employees of certain sub-placement agents retained by the Placement Agent to provide sales and investor support services.

The Fund may offer Interests through multiple closings, which are anticipated to occur over a period of up to one year following the initial closing of the Fund, provided that the Board may extend such period. The initial closing date for subscriptions for Interests is currently expected to be in the second quarter of 2019.

Capital Calls:
A portion of the Investor’s total Commitment may be due immediately upon the closing of the Investor’s initial investment in the Fund, and the balance will be drawn down over time as the Master Fund makes investments and/or, as necessary, to fund other obligations of the Fund or the Master Fund. Commitments may be drawn down at any time, by the Fund making a capital call generally upon at least ten (10) business days’ prior written notice (including email) to either the Investor or the Investor’s designee. Although there is no set schedule for calling capital, it is estimated that capital calls will be scheduled in the following manner (subject to the Fund’s discretion to make capital calls at different times and in different amounts):
Year 1:
 
30
%
Year 2:
 
20
%
Year 3:
 
20
%
Year 4:
 
15
%
Year 5:
 
0
%

The above schedule is subject to change, including as the result of Portfolio Fund capital call and distribution activity. For example, the Fund may accelerate or extend the estimated schedule or extend any capital call, or may determine not to draw the amount of the full Commitment. Thus, the Fund may have unfunded Commitments. Any amounts drawn (except for cash reserved to cover Fund expenses and as may be needed for asset coverage purposes) generally will be invested within approximately three (3) months of the drawdown date (such investments may take the form of a binding legal commitment). If a capital call is not timely made by an Investor by the specified date in the written notice, the Investor will be charged an interest at an annual rate of 8.0% up until the date the capital call is actually made.

Investors understand that by agreeing to invest in the Fund, each Investor is making an irrevocable commitment to the Fund of the entire amount of the Commitment, which will be drawn down over time. Even though not all the money will be requested immediately, if there is a capital call Investors are

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committing to make funds available within the time designated. Should an Investor default on a Commitment, the Fund may, in the Investment Adviser’s sole discretion, charge a defaulting Investor with the expenses and losses incurred by the Fund resulting from the sale of positions due to the default of such Investor. Such charge may be incurred by the Fund specially allocating such expenses and losses to the defaulting Investor. In addition, the Fund may, in the Investment Adviser’s sole discretion, take other actions with respect to defaulting Investors, including without limitation: (i) borrowing funds to cover defaulted capital calls, at a rate established with a third-party lender or using the Fund’s internal capital at a rate of 8.0% per annum, and causing the defaulting Investor to bear the interest and other costs associated with such borrowing, and/or (ii) excluding defaulting Investors from participating in future capital calls.

Repurchase of Interests by the Fund:
No Investor has the right to require the Fund to redeem his, her or its Interest. To provide a limited degree of liquidity to Investors, at the sole discretion of the Investment Adviser and subject to the Board’s approval, the Fund may from time to time offer to repurchase Interests pursuant to written tenders by Investors. The Investment Adviser expects that such offers to repurchase Interests, if any, would not occur before the fourth anniversary of the final closing and that all such offers, in the aggregate, would not exceed 20% of the Fund’s total Commitments.

At its discretion, the Investment Adviser may recommend to the Board (subject to its discretion) that the Fund offer to repurchase Interests from Investors at a purchase price equal to 80% of the net asset value of an Investor’s Interests as of the applicable tender valuation date (expected to be the last business day of the applicable calendar quarter). However, the Fund has no obligation to offer to repurchase Interests from Investors at any time and the Fund currently does not expect to offer to repurchase Interests on a periodic recurring basis.

There is no minimum amount of Interests which must be repurchased in any repurchase offer. If a repurchase offer is oversubscribed by Investors who tender their Interests, the Fund may repurchase a pro rata portion of the Interests tendered by each Investor or take any other action with respect to the repurchase offer permitted by applicable law.

The Fund does not have any obligation to repurchase Interests from Investors at any time. There is no assurance that the Investment Adviser will recommend a tender offer for Investors or that the Board will approve

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a tender offer. The Fund will repurchase Interests from Investors pursuant to written tenders on terms and conditions that the Board determines to be fair to the Fund and to all Investors.

Distributions:
Distributions from the Master Fund and the Fund are made as follows:

(i) to the limited partners of the Fund (through Master Fund distributions to the Fund) until they have received a 125% return of all drawn Commitments (excluding capital called for Servicing Fee payments to the Placement Agent); and

(ii) then a 93.0%/7.0% split between the limited partners of the Fund and the Special Limited Partner of the Master Fund, respectively. The carried interest will be a 93.25%/6.75% split if the Master Fund’s allocation to Secondary Investments and Co-Investments combined is at least 35% but less than 40% of Underlying Commitments and a 93.5%/6.5% split if the allocation is below 35% of Underlying Commitments (see“—Carried Interest” below). The Special Limited Partner will not receive any of the carried interest that it may have earned until after the fourth anniversary of the final closing (the anticipated time frame in which all, or substantially all, of the Commitments that the Fund intends to invest will have been drawn), except in respect of an Investor’s repurchase of its Interest.

For example, assume an Investor makes a Commitment of $100,000, of which 85% is drawn by the Fund (for purposes other than the payment of the Servicing Fee to the Placement Agent). Then the Investor will need to receive $106,250 ($85,000 x 1.25) in distributions before any carried interest is withheld. After the Investor receives the $106,250 in distributions, and assuming the Master Fund reaches an allocation of at least 40% of its Underlying Commitments to Secondary Investments and Co-Investments combined, all future distributions will be split between the Investor (93.0%) and the Special Limited Partner (7.0%). The carried interest amount will be lower if the Master Fund does not reach an allocation of at least 40% of Underlying Commitments to Secondary Investments and Co-Investments combined. See “—Carried Interest” below and Section IX — “Fees and Expenses of the Fund; Distributions.

Recycling:
At the election of the Investment Adviser, the Master Fund may retain proceeds received by the Master Fund from its investments up to an amount equal to 30% of the Master Fund’s Underlying Commitments. Proceeds retained by the Master Fund, after the Investment Period has terminated, would primarily be used to pay the Master Fund’s operating expenses and follow-on investments in existing Portfolio Funds and Co-Investments.

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Amounts so retained will not be included in the calculation of an Investor’s contributed capital. Separate from and in addition to any amounts retained or recalled for reinvestment by the Master Fund, in the event that funds are distributed to the Master Fund by a Portfolio Fund, which are subject to reinvestment in such Portfolio Fund, the Investment Adviser may, in its discretion, hold such amounts or distribute such amounts to the Investors. If such amounts are distributed to the Investors, each Investor’s unfunded Commitment will be increased by the amount of funds so distributed.

Withdrawals and Transfers of Interests:
Withdrawals of capital or profits will not be permitted, except to the extent required to comply with applicable laws or for certain limited tax reasons. Transfers of Interests may be made only with the prior written consent of the Board, which may be withheld in the Board’s sole discretion. In certain circumstances set forth in the Partnership Agreement, an Investor may be required to withdraw entirely from the Fund.
Advisory Fee:
In consideration of the advisory services provided by the Investment Adviser, the Master Fund will pay the Investment Adviser an advisory fee quarterly at an annual rate of 0.80% following the Master Fund’s commencement of operations through the end of year eight from the commencement of operations and then at an annual rate of 0.15% for the remaining life of the Master Fund, in each case based on the Master Fund’s Invested Capital (the “Advisory Fee”). In no event will the Master Fund’s Invested Capital exceed the amount of Investors’ total Commitments. The Advisory Fee is paid by the Master Fund only. The Fund, however, due to its investment in the Master Fund will indirectly bear a proportional percentage of the Advisory Fee.
Carried Interest:
NB CMP Fund VI SM LP serves as the Special Limited Partner of the Master Fund for purposes of participating in the carried interest. Carried interest is a share of the Master Fund’s returns that is paid to the Special Limited Partner in the event that specified investment returns are achieved by the Master Fund. After each Investor has received aggregate distributions equal to 125% of all drawn Commitments (excluding capital called for Servicing Fee payments to the Placement Agent), a carried interest will be distributed to the Special Limited Partner at the following rates: 7.0% if the Master Fund reaches an allocation of at least 40% of its Underlying Commitments to Secondary Investments and Co-Investments combined; 6.75% if the Master Fund’s allocation to Secondary Investments and Co-Investments combined is at least 35% but less than 40% of committed capital; and 6.5% if the allocation is below 35% of Underlying Commitments. While the carried interest will be allocated at the Master Fund level, the Fund and its limited partners will indirectly be subject to the Master Fund’s carried interest. See “—Distributions” above.

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Placement Agent and Fees:
Neuberger Berman BD LLC will serve as placement agent of the Fund and may retain various sub-placement agents to place Interests in the Fund. There is no placement fee for purchases of Interests by or on behalf of accounts for which the Investment Adviser or one of its affiliates (including the Placement Agent) acts in a fiduciary, advisory, custodial or similar capacity. Certain sub-placement agents may charge an one-time placement fee or sales load. Investors should consult their financial advisors at such sub-placement agents.
Servicing Fee:
Under the terms of a placement agency agreement with the Placement Agent, the Placement Agent is authorized to retain sub-placement agents for distribution services and to provide ongoing investor services and account maintenance services to Investors. The Fund will pay a quarterly fee at the annual rate of 0.25% from the commencement of operations through the end of the Fund’s term, based on the Investors’ total Commitments, determined and accrued as of the last day of each calendar quarter (the “Servicing Fee”).

The Placement Agent is expected to pay the sub-placement agents substantially all of the Servicing Fee for the services provided by the sub-placement agents. However, the Placement Agent may also retain a portion of the Servicing Fee to the extent the fees are greater than its obligations to pay the sub-placement agents. In addition, the Placement Agent may directly place Interests in the Fund, and for such directly placed Interests, will retain a portion of the Servicing Fee as compensation for account maintenance and investor support services.

The Servicing Fee is charged on an aggregate Fund-wide basis based on total Commitments, and Investors will be subject to the Servicing Fee as long as they hold their Interests or have uncalled Commitments. Each compensated sub-placement agent is paid by the Placement Agent either based on the aggregate net asset value of outstanding Interests of Investors that receive services from such sub-placement agent, or the value of the Commitments by Investors that receive services from such sub-placement agent.

The Placement Agent, or its affiliates, may pay additional compensation out of its own resources (i.e., not Fund assets) to certain sub-placement agents for sales and wholesaling support, and also for other services including due diligence support, account maintenance, provision of information and support services, including distribution and marketing support services.

Expenses:
The Fund shall bear all of its own expenses, including without limitation: the Servicing Fee; its pro rata portion of all of the Master Fund’s fees and expenses (which will be borne through the Fund’s investment in the Master Fund), including its pro rata portion of the Advisory Fee

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payable by the Master Fund to the Investment Adviser in its capacity as investment adviser to the Master Fund and expenses (including financing, due diligence, travel and other costs) related to the acquisition, holding, monitoring and disposition of the Portfolio Funds and Co-Investments (including expenses associated with potential investments or dispositions that are not consummated); accounting, audit and tax preparation fees and expenses; administrative expenses and fees; legal fees and expenses, custody and escrow fees and expenses; the costs of any errors and omissions/directors and officers liability insurance or any fidelity bond; all costs and charges for equipment or services used in communicating information regarding the Fund’s transactions among the Investment Adviser and any custodian or other agent engaged by the Fund; interest expenses; any extraordinary expenses; and such other expenses as may be approved from time to time by the Board.

In addition, the Fund shall bear its organizational expenses and expenses relating to the offering and sale of Interests to the extent such expenses are not borne by the Investment Adviser. The Investment Adviser has agreed to pay up to $400,000 of the aggregated organizational and offering expenses of the Fund, the Master Fund and any other feeder funds of the Master Fund. In addition, the Investment Adviser has agreed that if the aggregated organizational and offering expenses of the Fund, the Master Fund and any other feeder fund exceed $1,000,000, the excess amount over $1,000,000 shall be borne by the Investment Adviser.

Except as set forth herein or in another agreement between the Fund and the Investment Adviser, the Investment Adviser shall bear all of its costs incurred in providing services to the Fund and the Master Fund.

Portfolio Fund Fees and Expenses:
The Fund, through its investment in the Master Fund, will indirectly bear the management fees and carried interest allocations (or equivalent) of the Portfolio Funds; the expenses of the Portfolio Funds, including without limitation, investment-related expenses, non-investment related interest expense, administrative expenses and fees and disbursements of attorneys and accountants engaged on behalf of the Portfolio Fund and other ordinary and extraordinary expenses.

Portfolio Fund Managers generally charge their Portfolio Funds (a) a management fee of between 1.00% and 2.50% of capital committed or assets under management and (b) a performance allocation between 20% and 30% of the net profits. These fees and performance allocations, as well as any other expenses incurred by the Portfolio Funds will be passed through to the Master Fund and thereby indirectly to the Investors of the Fund.

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Valuation:
The Board has approved procedures pursuant to which the Fund will value its investments. The Board has delegated to the Investment Adviser general responsibility for determining, in accordance with such procedures, the value of such investments. The Fund’s assets will be valued at their fair market value as determined by the Investment Adviser in good faith, taking into consideration all available information and other factors that the Investment Adviser deems pertinent. With respect to its investments in Portfolio Funds, the Fund may rely on the most recent valuations and other information provided by the Portfolio Fund Managers, except where the Investment Adviser may reasonably determine additional factors should be considered and reflected.
Records and Reports:
The Adviser will maintain and preserve for the Fund during its term all accounts, books and other relevant Fund documents. The Fund will furnish to Investors as soon as practicable after the end of each taxable year information on Form 1099 to assist Investors in preparing their tax returns. The Fund will provide annual audited financial statements, semi-annual unaudited financial statements and quarterly commentary regarding the Fund’s operations and investments by the Master Fund.
Taxation; RIC Status:
The Fund intends to elect to be treated and to operate in a manner so as to qualify continuously as a RIC under Subchapter M of the Code. Assuming that the Fund so qualifies, the Fund generally will not be subject to U.S. federal income tax on its taxable income and gains that it distributes to Investors. Additionally, the Fund intends to distribute sufficient income and gains each year so as not to be subject to a U.S. federal excise tax on certain undistributed amounts.

To qualify as a RIC under the Code, the Fund must, among other things: (i) derive in each taxable year at least 90% of its gross income from dividends, interest, payments with respect to loans of certain securities, gains from the sale of stock or other securities or foreign currencies, net income from certain “qualified publicly traded partnerships,” or other income derived with respect to the Fund's business of investing in such stock or securities or foreign currencies; (ii) distribute to its Investors on an annual basis at least 90% of its investment company taxable income for each taxable year; and (iii) at the end of each quarter of the Fund's taxable year, ensure that (a) at least 50% of the value of its assets consists of cash, cash equivalents, U.S. government securities, securities of other RICs, and other securities so long as such other securities of any one issuer do not represent more than 5% of the value of the Fund's assets or more than 10% of the outstanding voting securities of the issuer, and (b) no more than 25% of the value of the Fund's assets is invested in the

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securities, other than U.S. government securities or securities of other RICs, of one issuer, or of two or more issuers that are controlled, as determined under applicable Code rules, by the Fund, and that are engaged in the same or similar or related trades or businesses, or the securities of one or more “qualified publicly traded partnerships.” With respect to these limitations and restrictions imposed by the Code, the Fund, in appropriate circumstances, will be required to “look through” to the income, assets and investments of the Fund and certain underlying investments of the Master Fund.

If the Fund fails to qualify as a RIC, the Fund would become subject to corporate-level U.S. federal income tax on a net basis and distributions to Investors would be treated as dividend income to the extent of the Fund's earnings and profits. The specific character of the underlying income realization (e.g., capital gains) would no longer pass-through to the Investors as if the Fund were a conduit.

Fiscal and Tax Year End:
The Fund’s fiscal year for financial reporting purposes is the 12-month period ending on March 31. The Fund’s taxable year is the 12-month period ending December 31 (or such other taxable year as may be required under the Code).
Indemnification and Exculpation:
The Investment Adviser, the Sub-Adviser and their other Covered Persons will (a) have limited liability to the Master Fund and the Fund and the Investors, and (b) be indemnified and held harmless by the Master Fund and the Fund, in each case to the fullest extent permitted by applicable law.
Legal Counsel:
Proskauer serves as legal counsel to the Fund and the Master Fund. No attorney-client relationship exists, however, between Proskauer and any other person solely by reason of such other person investing in the Fund. Each Investor should consult with its own counsel as to the legal and tax aspects of an investment in the Fund and its suitability for such Investor.

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IV.THE FUND

The Fund is a limited partnership organized under the laws of the State of Delaware on April 16, 2019 and is registered under the 1940 Act as a closed-end, non-diversified, management investment company. The Fund invests all or substantially all of its assets in the Master Fund, a Delaware limited partnership that is also registered under the 1940 Act, as part of a “master/feeder” structure. The Master Fund has the same investment objective, investment policies and restrictions as those of the Fund, as further described below. Thus, the Fund’s investment results will correspond directly to the investment results of the Master Fund.

The Fund will offer and sell Interests in minimum denominations of $50,000 (subject to the discretion of the Board to accept lesser amounts) in private placement transactions that do not involve any “public offering” within the meaning of Section 4(a)(2) of, and/or Regulation D under, the Securities Act to persons or entities that are both an “accredited investor,” as defined in Regulation D under the Securities Act, and a “qualified client,” as defined in Rule 205-3 under the Advisers Act. The anticipated aggregate offering size for the Master Fund is approximately $350 million (or higher, in the discretion of the Investment Adviser).

The Fund may offer Interests through multiple closings, which are anticipated to occur over a period of up to one year following the initial closing of the Fund, provided that the Board may extend such period.

Other feeder funds that invest in the Master Fund alongside the Fund may be established from time to time. Such other feeder funds may be established for different investors with different terms and conditions. Neuberger Berman Investment Advisers LLC serves as the investment adviser to the Master Fund. NB Alternatives Advisers LLC serves as the sub-adviser to the Master Fund. Prospective investors whose subscriptions to purchase Interests are accepted by the Fund will become Investors by being admitted as limited partners of the Fund.

The Fund intends to qualify and elect to be treated as a regulated investment company or a “RIC” under the Code. As a RIC, unlike a traditional private funds-of-funds, the Fund can provide simpler tax reports to Investors on IRS Form 1099 instead of federal and state Schedule K-1s, and generally avoid the realization of unrelated business taxable income (“UBTI”) for tax-exempt investors.

Term

The Master Fund’s and the Fund’s terms will expire on December 31 following the tenth anniversary of the initial closing of the Fund, subject to two one-year extensions by the Board. Further extensions thereafter must be approved by a majority-in-interest of the Investors.

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V.INVESTMENT OBJECTIVE AND PROCESS

Investment Objective and Process

In pursuing its investment objective, the Fund will invest all or substantially all of its assets in the Master Fund. The Master Fund has the same investment objective, investment policies and restrictions as those of the Fund. This form of investment structure is commonly known as a “master/feeder” structure.

The investment objective of the Fund is to provide attractive risk-adjusted returns to Investors. Through its investment in the Master Fund, the Fund seeks to achieve its investment objective principally by making Primary Investments in a portfolio of newly formed Portfolio Funds managed by experienced Portfolio Fund Managers that generally have an established track record. The Fund will also opportunistically invest in Secondary Investments and Co-Investments. The Investment Adviser believes the coupling of Secondary Investments and Co-Investment activities with Primary Investments should enhance and accelerate investment returns and will offer Investors an opportunity to gain exposure to a broad range of private equity investment opportunities in the United States, Europe, Asia and emerging markets around the world.

Each of the Fund and the Master Fund is a non-diversified fund under the 1940 Act. However, the Master Fund generally will not commit more than 25% of the value of total Commitments by Investors (measured at the time of the Commitment) in a single Portfolio Fund.

The Investment Adviser serves as investment adviser of the Master Fund. The Investment Adviser has engaged the Sub-Adviser to make investment decisions on behalf of the Master Fund. None of the Master Fund, the Fund or the Adviser guarantees any level of return or risk on investments and there can be no assurance that the investment objective will be achieved.

The investment strategy that the Fund will employ has been developed and refined by NB Private Equity over more than 30 years of private equity investing. This strategy is predicated on identifying and selecting top performing Portfolio Fund Managers and allocating appropriately across asset classes, vintage years and pace of capital deployment, maturity and stage of companies, geographies, industries and generalist versus industry specific funds. In addition, when determining proper allocations, NB Private Equity analyzes the private equity marketplace and appropriately weights capital allocations to those sectors with the most promising opportunities. The Investment Committee’s diverse professional backgrounds are key competitive advantages in the Team’s ability to dynamically and tactically allocate portfolios throughout economic cycles. Our investment philosophy has four tenets:

1.Allocate Tactically
2.Invest Selectively
3.Manage Risk
4.Focus on Capital and Fee Efficiency


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Allocate Tactically: NB Private Equity combines top-down, dynamic asset allocation with bottom-up portfolio construction to create balanced, opportunistic, and appropriately diversified private equity portfolios. NB Private Equity utilizes its proprietary data and market insights to identify and tactically allocate to the most compelling investment opportunities. This tactical approach includes shifting allocations within private equity asset classes and targeting or avoiding certain industry sectors or geographic regions to achieve optimal risk adjusted returns. NB Private Equity considers factors that influence macro returns such as expected market growth rates, the current prevailing entry pricing levels and the amount of capital currently focused or expected to be focused on the market in question (which will affect both future entry prices and exit prices of private equity backed companies). Cyclical and secular factors are taken into consideration as are the potential for structural shifts. Just as importantly, we consider the risks inherent in a given strategy. For example, emerging markets generally have a higher level of risk than developed markets, and venture capital generally has a higher level of risk than a typical buyout manager. This approach has resulted in portfolios that can look very different from those of our competitors and standard industry weights.

Invest Selectively: Identifying and investing with top-performing private equity firms is a critical element in NB Private Equity’s portfolio construction process and key in creating a private equity portfolio that outperforms benchmark returns. As explained below, NB Private Equity capitalizes on the performance of proven Portfolio Fund Managers and favors those with demonstrated outperformance through varying market conditions. With this objective in mind, the Team strives to maintain and expand its relationships with both existing and emerging top performing Portfolio Fund Managers while monitoring others showing potential and eliminating exposure to underperforming firms.

By virtue of NB Private Equity’s 30-year presence as a private equity investor, the quality and quantity of our deal flow is high. The vast majority of private equity general partners, and private equity focused placement agents, law firms and accounting firms are aware of NB Private Equity’s presence in the market. Because of our reputation and network of relationships, we believe that we see an extremely high proportion of private equity funds in the marketplace. We effectively leverage the breadth and depth of our global franchise for the benefit of our investors. NB Private Equity’s integrated platform drives deal flow, diligence, access and allocations across primaries, Co-Investments, and Secondary Investments.

We do not take our access to high quality Portfolio Funds for granted. The Team is extremely focused on maintaining strong relationships with high performing firms and on demonstrating its value-add as a limited partner to try to ensure our access sufficiently addresses full allocations. The Team systematically approaches attractive private equity firms (existing relationships and new relationships) in advance of fundraising to indicate our interest level for upcoming funds. All high interest funds (existing relationships and potential new relationships) are assigned to members of our Team, who are expected to maintain a relationship with and position NB Private Equity appropriately when it comes time for the general partners of such funds to raise their next fund.

One of the primary drivers of NB Private Equity’s performance is its identification of and access to what it believes are high quality Portfolio Fund Managers that employ well designed and appropriate investment strategies. Recognition of investment strategies that have the potential to outperform is a critical element of the selection process. As an industry pioneer and leader, NB Private Equity is a preferred investor, and is often actively sought out by private equity firms.

Manage Risk: NB Private Equity addresses risk in multiple ways:

Stringent Investment Selection: The Portfolio Fund Managers we select to invest with manage risk and create value in their portfolios through quality investment decisions (sourcing, due diligence, investment thesis, industry, valuation, and capital structure), execution of value creating strategies, exit decisions, and success in navigating varied markets. Consequently, we believe a full evaluation of the risks a potential private equity fund or Co-Investment may bring requires detailed analysis of their current and comparable portfolio companies, including time-intensive diligence calls with the management of their portfolio companies.
Properly Resourced Investment Teams: In addition to partners focused principally on primary commitments, NB Private Equity also includes senior teams focused on Secondary Investments and Co-Investments. Dedicated teams focused on each of the three core types of investments with respect to a Portfolio Fund improves investment selection and reduces portfolio risk.

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Appropriate Allocation among Portfolio Funds: We limit our private equity investments to investments where the strategy, manager quality, and local economic and political environment are, in our view, compelling under current market conditions. Our portfolios allocate across the following categories:
Asset classes
Vintage years and pace of capital deployment
Maturities and stages of underlying company development
Geographies
Industries
Generalist versus industry specific funds

Focus on Capital Deployment and Fee Efficiency: We are differentiated in our acceleration of the development of a mandate’s deployed capital base by actively including capital efficient investments in our portfolios. NB Private Equity seeks to enhance returns and diversification by opportunistically adding Secondary Investments, funded primaries and Co-Investments (where underlying fees or carry are not generally paid). The impact on deployment pace of our focus on capital efficiency results in excellent time diversification, with the significant capital deployment years being years one through four. In contrast, a portfolio without this focus on capital efficiency could experience a two year capital deployment lag with the most significant capital deployment delayed until years three through six.

Established Investment Process

Our investment strategy is to create a portfolio of high-conviction, fee efficient Portfolio Funds, typically consisting of a core of Primary Investments, supplemented by opportunistic Co-Investments and Secondary Investments. As described more fully below, our investment process includes (i) creating a comprehensive outline (both allocation targets and specific fund investment targets) prior to the commencement of investing, (ii) a rigorous due diligence process including substantial review of contributions of the private equity firm to individual portfolio companies, and (iii) decision-making in an open investment committee process. Our investment criteria in winnowing the opportunity set to select high-conviction investments are described below, but in general require a manager (i) proven at disciplined acquisition, value creation and exit processes and (ii) with an investment focus by industry and/or geography with favorable macro conditions. As a business, we must ensure the size, experience and talent of our team are ready to effectively implement our philosophy and processes to reach our portfolio objective.

The diagram below shows the workflow associated with the determination of our asset allocation, specific investment decisions and ongoing risk management and refinement of the portfolio.


Determination of Asset Allocation: Each portfolio we create begins with an analysis of which asset classes and sub-asset classes should be tactically over-weighted and under-weighted. We combine our tactical goals with our comprehensive forward calendar of funds coming to market to both determine our asset allocation and also create an

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initial “model portfolio”. It is critical to have a deep understanding of funds coming to market when determining our asset allocation given that our overweights and underweights rely, in large part, on the availability of best-in-class funds in given strategies (for example, an undersupply of available best-in-class funds in a given strategy could cause us to alter our asset allocation).

The following is a recent example of tactical allocation by asset class for a registered fund with similar investment objective advised by the Adviser that commenced operations in November 2016.


Determination of Model Portfolio: In concert with our asset allocation determination we also establish our model portfolio of primary commitments. The model portfolio is a tool we utilize to impose discipline on our investment process. Specifically, we begin with specific funds that would comprise the primary fund commitment portion of the portfolio if all decisions had to be made at the outset of a mandate. The process of agreeing to an initial model portfolio enhances debate over appropriate tactical allocations and the comparative merits of different managers who will be coming to market. Over the investment period, every fund under consideration is measured against funds both in the model portfolio as well as other alternatives in the marketplace. A fund either replaces a fund in the model portfolio or is declined. Our rigorous relative comparison of managers is an important discipline in our process. The use of the model portfolio along with constant monitoring of funds in the market instills a level of discipline and quality toward selecting the best funds in an optimal portfolio setting. Given the opportunistic nature of direct co-investments and secondary investments, we set an annual range by dollar amount for these investments. Additionally, we may set per-company and per-fund targets and maximums in an attempt to help to ensure appropriate diversification.

Conduct Rigorous Due Diligence: Our due diligence process is deep, rigorous and comprehensive. Every potential investment is due diligenced by a team that includes one or more Managing Directors, one or more principals or vice presidents and one or more associates and analysts. The designated investment team develops the investment thesis, leads all aspects of diligence and continues to manage and monitor the investment post close. The Investment Committee makes all investment decisions. The following is a summarization of NB Private Equity’s comprehensive due diligence process:

Fund Due Diligence

Phase One Due Diligence: The first phase of due diligence is an in-depth pre-screening of the potential investment, which is primarily a qualitative process including a thorough review of the fund’s offering memorandum, due diligence materials, and other publicly available information on the private equity firm sponsoring the fund. Introductory meetings are conducted and NB Private Equity completes a detailed evaluation report. The investment team submits a 3-5 page “Phase One Blackbook” that includes a recommendation to the Investment Committee whether to pass it into the second phase and devote substantial due diligence efforts.

Phase Two Due Diligence: The second phase of due diligence includes a comprehensive, detailed qualitative and quantitative review of the fund manager. During this phase of due diligence, several face-to-face meetings will be

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conducted between the investment team, members of our Investment Committee and the fund manager. The investment team collects its analysis in a “Phase Two Blackbook” which is submitted and presented to the Investment Committee for review at our Monday morning meetings. Fund opportunities are typically discussed multiple times over several weeks or months during Investment Committee meetings, offering the members an opportunity to provide feedback, contribute additional resources (or references), and request additional analysis. The completion of this stage culminates with an approve or decline decision issued by the Investment Committee.

Each aspect of analyzing the firm’s team, strategy, historical investment performance, internal processes and portfolio fit include some level of both qualitative and quantitative analysis. Below we have provided examples of each.

Examples of quantitative analysis conducted during this period include but are not limited to:

Analysis of the firm’s historical individual performance benchmarked against both the private equity industry as well as directly against private equity industry peers.
A detailed analysis of the team’s historical performance to understand subtleties such as current and departed partner performance attribution as well as fund performance within the firm’s target sectors, geographies, and strategies.
An evaluation of the manager’s current holdings (or unrealized portfolio companies) including each company’s original investment strategy, progress to date, and Neuberger Berman’s detailed assessment of the current market value relative to the manager’s carrying value.
A value creation analysis deriving whether past performance by a manager was derived through multiple expansions, debt pay down, or EBITDA growth.

Examples of qualitative analysis conducted during this period include but are not limited to:

Analysis of the firm’s investment strategy, competitive landscape, brand name within the marketplace, and ability to generate new investment opportunities.
A review of the firm’s existing pipeline of investment opportunities.
“On-sheet” and “off-sheet” reference calls with the firm’s portfolio company CEOs and co-investors.
The impact of departed or new investment professionals on the firm in the future.
The quality of the firm’s pipeline of investment opportunities and deal flow generation capabilities.

Many managers have told us that our due diligence is the most thorough and rigorous they have experienced and frequently ask us to share our due diligence memoranda with institutions that do not have the resources to conduct the same degree of work.

Phase Three Due Diligence: The third phase of due diligence includes the review of the offering by our legal counsel and negotiation of the final agreement and side letters. Legal documents for fund offerings approved by the Investment Committee are managed by our internal counsel who attends each Investment Committee meeting and records decisions.

Direct Co-Investment Due Diligence

Our Co-Investment due diligence process is similarly rigourous and employ many of the same procedures and techniques used for fund due diligence. For direct co-investments, we employ a robust due diligence process in an attempt to ensure that the Master Fund invests in high-quality Co-Investments. When considering a Co-Investment opportunity, the deal team will focus on evaluating the various key aspects of a particular transaction, which typically includes performing a thorough analysis of the industry, competition, target company’s business and impact opportunity, historical financial information, as well as a detailed review of the proposed transaction terms, including valuation, capital structure, legal, governance, and other aspects of the transaction. In addition, the deal team will perform extensive due diligence to probe the critical assumptions of the investment and impact thesis, value creation plan and financial projections, assess exit alternatives, and investigate the capabilities of both the lead sponsor and the management team to carry out the proposed investment strategy. The completion of this stage will culminate with an approval or decline decision issued by the Investment Committee.

In the course of due diligence, NB Private Equity has access to a vast number of resources that are used to obtain a comprehensive understanding of each investment opportunity and assess the merits and potential risks of each

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Co-Investment opportunity. Given NB Private Equity’s role as a strategic co-investment partner, it often has access to the due diligence resources used by the lead private equity firm, including: (i) reports prepared by external consultants, auditors, lawyers and other third party experts engaged to evaluate a specific matter; (ii) meetings and discussions with management; (iii) meetings and discussions with advisors, consultants, financing providers and other third parties; and (iv) the lead sponsor’s financial models, investment memoranda and other internal analyses and materials. In addition, NB Private Equity can leverage the knowledge, expertise and relationships of its over 150 private equity investment professionals and over 250 outside research organizations. The firm’s professionals can provide extensive insight on relevant industries, competitors, businesses, lead managers, capital markets and other relevant aspects. NB Private Equity will use this information to develop its own analyses, financial models, memoranda and ultimately form independent views as to the merits of each investment opportunity being evaluated for the Master Fund.

Dedicated Secondary Investment and Co-Investment Teams

NB Private Equity’s distinct and dedicated Secondary Investment and Co-Investment teams will provide robust deal flow, investment judgment and deal execution skills to the Master Fund and thereby offers an additional competitive advantage over other fund of funds managers. NB Private Equity will tactically weight Secondary Investments and Co-Investments within each of the Master Fund’s asset classes with the objective of maximizing risk-adjusted returns and minimizing the downside of the J-curve.

Secondary Investment Team: The Secondary Investment team focuses on acquiring seasoned or fully funded private equity limited partnership interests at attractive valuations on a global basis. The secondary investment team is comprised of dedicated senior principals who have worked together for over 20 years.

Co-investment Team: The Co-Investment team seeks to achieve superior risk-adjusted returns by co-investing with high performing private equity investors in attractive investment opportunities and on favorable terms. The co-investment team is led by an eleven person investment committee with over 315+ years of combined experience.

Net Asset Valuation

Each of the Fund and the Master Fund will compute its NAV as of the last business day of each quarter after the Master Fund has received reports from the Portfolio Fund Managers of the Portfolio Funds related to that quarter and at such other times as deemed appropriate by the Board on the advice of the Adviser. To determine its NAV, the Fund relies on information from the Master Fund. The NAV of the Fund will equal the value of the Fund’s total assets (including the value of indirect investments through the Master Fund), less all of the Fund’s liabilities, including accrued fees and expenses. To the extent that the Fund invests in the Master Fund, the Fund’s NAV will be directly affected and related to the Master Fund’s NAV. To the extent that the Fund has assets and liabilities other than its investment in the Master Fund, such assets and liabilities will be valued as described herein.

The Board has approved procedures pursuant to which the Master Fund and the Fund will value their investments. The Board has delegated to the Adviser general responsibility for determining, in accordance with such procedures, the value of such investments. The value of the Master Fund’s assets will be based on information reasonably available at the time the valuation is made and that the Adviser believes to be reliable. In general, the value of the Master Fund’s interests in Portfolio Funds will be based primarily on information provided to the Adviser by the Portfolio Funds or, as applicable, the Portfolio Fund Managers. While the Adviser may rely on the information provided to it by the Portfolio Fund Managers, the Adviser must maintain an effective monitoring process and internal controls to comply with these Procedures and the Master Fund’s stated account policies. The valuation procedures of the Master Fund and the Fund are substantially similar. Specifically, the Adviser generally will value the Master Fund’s investment in the Portfolio Funds using the “practical expedient” in accordance with Certification Topic ASC 820 of the Financial Accounting Standards Board (“ASC 820”) as of each quarter end, based on the valuation provided to the Adviser by the Portfolio Fund (or the Portfolio Fund Manager thereof on behalf of the Portfolio Fund) in accordance with the Portfolio Fund’s, or its Portfolio Fund Manager’s, as applicable, own valuation policies. To the extent the Adviser is either unable to utilize the practical expedient under ASC 820 (for example, because a Portfolio Fund does not report a quarter-end value to the Master Fund within the time necessary to determine the Master Fund’s NAV), or where the Adviser determines that use of the practical expedient is not appropriate as it will not result in a price that represents the current value of the Portfolio Fund, the Adviser will make a fair value determination of the value of the Master Fund’s interest in the Portfolio Fund.

In making a fair valuation determination, the Adviser will consider the most recent reported value by the Portfolio Fund as well as any other factors it believes may be relevant, which may include one or more of the following: (i) the

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Portfolio Fund’s valuation policies and practices and the Portfolio Fund’s history with valuation issues, such as whether the Master Fund has experienced any valuation issues with the Portfolio Fund in the past; (ii) the type of investment securities held by the Portfolio Fund and whether there may be factors not reflected in the valuations supplied by the Portfolio Fund, such as material changes in the business or operations of the issuer, including the discontinuance of operations or an important component of operations or the commencement of insolvency or reorganization proceedings of a portfolio company owned by the Portfolio Fund, or any market for its securities; (iii) the pricing obtained in new rounds of financing by the underlying investments of the Portfolio Fund, particularly financing obtained in significant amounts from new unrelated investors; (iv) any relevant operational or non-investment issues that may affect the Portfolio Fund, such as bankruptcies or other issues of custodians or other service providers; (v) the value of publicly traded securities, if any, held by the Portfolio Fund; (vi) the valuation of the same investments held by different Portfolio Funds or third parties independent of the Adviser; and (vii) any other information, factor or set of factors that may affect the valuation of the Master Fund’s investment in the Portfolio Fund. Other adjustments may occur from time to time.

In addition, the Adviser will conduct a due diligence review of the valuation methodology used by each Portfolio Fund and will seek to maintain close relationships with the Portfolio Fund Managers through written and telephone communication and in-person meetings. Representatives of the Adviser plan to regularly attend Portfolio Fund investor meetings. To keep abreast of each Portfolio Fund’s activities, the Adviser will review their periodic reports as well as the reports of the underlying portfolio companies in which the Portfolio Funds invest, to the extent which such underlying company reports are made available. The Adviser monitors the continuing appropriateness of the valuation methodology being used for the Fund’s and the Master Fund’s investments.

Prospective Investors should be aware that there can be no assurance that the valuation of interests in Portfolio Funds as determined under the procedures described above will in all cases be accurate to the extent that the Master Fund, the Fund and the Adviser do not generally have access to all necessary financial and other information relating to the Portfolio Funds to determine independently the NAVs of the Master Fund’s interests in those Portfolio Funds. The results of the Adviser’s fair valuation of securities whose market value is not readily ascertainable will be based upon the Adviser’s assessment of the fair value of such securities and their issuers on the recommendation of the Adviser and, therefore, are the result of the Board’s interpretation.

Investments valued at fair value by the Adviser will be subject to a new valuation determination upon the next quarterly valuation of the Master Fund and the Fund. The Adviser will periodically review its valuation determinations with the Master Fund’s and the Fund’s auditor and respond to any inquiries by such auditor regarding the Adviser’s valuation methodologies.

To the extent the Master Fund or the Fund purchases or holds securities that are not investments in Portfolio Funds or Co-Investments, those securities will be valued in accordance with the Master Fund’s and the Fund’s valuation procedures. These procedures provide that:

Liquid Securities. Fund investments, other than Portfolio Funds, are valued according to the following procedures:

(i)Equity Securities. Domestic exchange traded equity securities (other than options) will be valued at their last sale prices as reported on the exchanges where those securities are primarily traded. If no sales of a security are reported on a particular day, the security will be valued based on its bid price for a security held long, or its ask price for a security held short, as reported by those exchanges. Securities traded primarily on NASDAQ will be valued at the NASDAQ Official Closing Price (“NOCP”). If no NOCP is available, the security will generally be valued at the latest bid price as reported on NASDAQ.

In the absence of such sales or quotations, other publicly offered securities will be valued at their bid prices (or asked prices in the case of securities held short) as obtained from one or more dealers making markets for those securities.

(ii)Debt Securities. Debt securities may be valued in accordance with the procedures described in (i) above. In addition, debt securities may be valued by a pricing service approved by the Board which employs a matrix to determine valuations for normal institutional size trading units. The matrix can take into account various factors including, without limitation, bids, yields, spreads, and/or other market data and specific security characteristics (e.g., credit quality, maturity and coupon rate). The Adviser will monitor the

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reasonableness of valuations provided by the pricing service. Debt securities with remaining maturities of 60 days or less will be valued on the basis of amortized cost, unless other factors indicate that amortized cost is not an accurate estimate of the security’s value

(iii)Financial Futures, Forward Foreign Currency Contracts and Options. Financial futures will generally be valued at the latest reported sales price. Forward foreign currency contracts will generally be valued using market quotations from a widely used quotation system that reflects the current cost of covering or off-setting the contract. Exchange-traded options will generally be valued at the latest reported sale price on the exchange on which they trade. If there is no reported sale for an option on the Valuation Date, the option will generally be valued at the mean between the latest bid and asked prices. Over-the-counter options will generally be valued using the mean between the latest bid and asked prices.
(iv)Foreign Exchange Rates. All assets and liabilities initially expressed in foreign currencies will be converted into U.S. dollars using foreign exchange rates compiled as of 4:00 p.m. London time. Trading in foreign securities generally is completed, and the values of foreign securities are determined, prior to the close of the securities markets in the U.S. Foreign exchange rates are also determined prior to such close.

Illiquid Securities. On a quarterly basis, for illiquid securities for which no market quotations are available (other than interests in Portfolio Funds) and for which independent appraisals of current value can readily be obtained, valuations will be based on such appraisals. Otherwise, valuation of illiquid securities (other than interests in Portfolio Funds) will remain at cost except that original cost valuation will be adjusted, upon approval by the Board on the advice of the Adviser, in the following circumstances:

(i)a meaningful secondary market is established for an illiquid security, in which event valuation will be on the basis of that price, with due regard for market liquidity; or
(ii)a meaningful private or public investment, merger or acquisition is subsequently consummated at a different price for the security, in which event valuation will be on the basis of such price.

Other Fair Valuations. In instances where there is reason to believe that the valuation of a security or other investment valued pursuant to the procedures described above does not represent the current value of such security or investment, or when a security or investment cannot be valued pursuant to the procedures described above, the Board will fair value the investment based on a recommendation from the Adviser. The following factors, as relevant, may be taken into account in determining fair value:

(i)the nature and price (if any) of the investment and the nature and expected duration of the event, if any, giving rise to the valuation issue;
(ii)whether market quotations for the investment are available, pricing history of the security and trading volumes on markets, exchanges or among dealers;
(iii)information as to any transactions or offers with respect to the security;
(iv)volatility of the security or a related index;
(v)possible valuation methodologies that could be used to determine the fair value of the investment, including valuation by reference to other financial instruments, including trading in similar securities, depository receipts, derivative instruments, closed-end or exchange-traded fund trading or exchange-traded baskets of securities;
(vi)cost of the investment and, for restricted securities, any discount from the market value of unrestricted securities of the same class at the time of purchase and the existence of a shelf registration for restricted securities;
(vii)changes in interest rates;
(viii)government actions or pronouncements or other news events;
(ix)analyst reports;
(x)fundamental analytical data and internal models;
(xi)whether other portfolios serviced by the Adviser or its affiliates hold the same or similar investments and the method used to value the investments in those portfolios;

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(xii)whether the issuer of the investment has other securities outstanding and, if so, how those securities are valued;
(xiii)the extent to which the fair value to be determined for the investment will result from the use of data or formulae produced by third parties independent of the Adviser;
(xiv)the liquidity or illiquidity of the market for the investment; and
(xv)any other relevant factors or considerations.

Investments valued by the Board pursuant to these fair valuation procedures shall be carried at such valuation until a market quotation becomes available or the Board otherwise approves a change in valuation on the recommendation of the Adviser.

Prospective Investors should be aware that situations involving uncertainties as to the value of portfolio positions could have an adverse effect on the NAV of the Master Fund and/or the Fund if the judgments of the Board, the Adviser and/or Portfolio Fund Managers should prove incorrect.

Investment Policies and Restrictions

The Fund has adopted certain fundamental investment restrictions, which cannot be changed without the vote of a majority of the Fund’s outstanding voting securities (as defined by the 1940 Act). The Fund’s fundamental investment restrictions are as follows:

1.The Fund will not invest 25% or more of the value of its total assets in the securities (other than U.S. Government securities) of issuers engaged in any single industry. For the avoidance of doubt, this 25% limitation on investment in a single industry does not restrict or limit: (i) the Fund’s authority to pursue its investment objective by investing indirectly substantially all of its assets in the Master Fund (or another investment company that has the same investment objective and substantially the same investment policies as the Fund) (ii) the Fund’s or the Master Fund’s authority to invest 25% or more of the value of its total assets in Portfolio Funds; or (iii) the Master Fund’s ability to invest in U.S. Government securities or such other securities as may be excluded for this purpose under the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief.
2.The Fund will not borrow money, except to the extent permitted by the 1940 Act, which currently limits borrowing to no more than 3313% of the value of the Fund’s total assets.
3.The Fund will not issue senior securities, except to the extent permitted by the 1940 Act, which currently limits the issuance of a class of senior securities that is indebtedness to no more than 3313% of the value of the Fund’s total assets or, if the class of senior security is stock, to no more than 50% of the value of the Fund’s total assets.
4.The Fund will not underwrite securities of other issuers, except insofar as the Fund may be deemed an underwriter under the Securities Act in connection with the disposition of its portfolio securities.
5.The Fund will not make loans of money or securities to other persons, except through purchasing fixed-income securities, lending portfolio securities or entering into repurchase agreements in a manner consistent with the Fund’s investment policies.
6.The Fund will not purchase or sell physical commodities or commodity contracts, except to the extent permitted under the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief or unless otherwise acquired as a result of the ownership of securities or instruments, but this restriction shall not prohibit the Fund from purchasing and selling foreign currency, options, swaps, futures and forward contracts and other financial instruments and contracts, including those related to indexes, and options on indices, and may invest in commodity pools and other entities that purchase and sell commodities and commodity contracts. For purposes of the limitation on commodities, the Fund does not consider foreign currencies or forward contracts to be physical commodities.
7.The Fund will not purchase, hold or deal in real estate, except that it may invest in securities that are secured by real estate or that are issued by companies that invest or deal in real estate.

Under the 1940 Act, the vote of a majority of the outstanding voting securities of an investment company, such as the Fund, means the vote, at an annual or a special meeting of the security holders of the Fund duly called, (A) of

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67% or more of the voting securities present at the meeting, if the holders of more than 50% of the outstanding voting securities of the Fund are present or represented by proxy or (B) of more than 50% of the outstanding voting securities of the Fund, whichever is less.

While it is in the current master/feeder structure, with respect to its own investment restrictions, the Fund will “look through” to the Master Fund’s investments. The Master Fund has fundamental investment restrictions that are the same as those of the Fund. These investment restrictions may not be changed by the Master Fund without the vote of a majority of the outstanding voting securities of the Master Fund. The investment restrictions and other policies described herein do not apply to Portfolio Funds. If a percentage restriction is adhered to at the time of an investment or transaction, a later change in percentage resulting from a change in the values of investments or the value of the Fund’s or the Master Fund’s total assets will not constitute a violation of such restriction or policy, except with respect to the Fund’s and the Master Fund’s policy on borrowings set forth above. With respect to the Fund’s policy not to invest 25% or more of the value of its total assets in the securities (other than U.S. Government-issued securities) of issuers engaged in any single industry, in determining whether the Fund is concentrated in an industry or group of industries, the Adviser will use its reasonable best efforts to take into account the Portfolio Funds’ expressly stated focus on a particular industry.

Waiving of Voting Rights

To avoid potential regulatory consequences, the Master Fund may limit its investment position (combined with other investment positions of certain of its affiliates) in any one Portfolio Fund to less than 5% of the Portfolio Fund’s outstanding voting securities. This limitation on owning voting securities is intended to ensure that a Portfolio Fund is not deemed an “affiliated person” of the Master Fund for purposes of the 1940 Act, which may, among other things, potentially impose limits on transactions with the Portfolio Fund or portfolio company, both by the Master Fund and other funds managed by the Adviser. The Master Fund is not required to adhere to this 5% investment limitation to the extent that it relies on certain SEC rules that provide exemptions from the 1940 Act restrictions on affiliated transactions. However, to facilitate investments in smaller Portfolio Funds deemed attractive by the Adviser, the Master Fund may limit its voting interests in those Portfolio Funds by purchasing non-voting securities of, or waiving its right to vote its interests in, the Portfolio Funds. Although the Master Fund may hold non-voting interests, the 1940 Act and the rules and regulations thereunder may nevertheless require the Master Fund to limit its position, aggregated with the positions of certain of its affiliates, in any one Portfolio Fund, if investments in a Portfolio Fund by the Master Fund and certain of its affiliates will equal or exceed 25% of the Portfolio Fund’s assets, or such lower percentage limit as may be determined by the Master Fund in consultation with its counsel. These restrictions may be changed by the Board, subject to the limitations of applicable laws, rules or interpretations thereof.

Other Regulatory Matters

The Master Fund is registered as an investment company under the 1940 Act. The Investment Adviser and the Sub-Adviser are both registered as an investment adviser under the Advisers Act. The Portfolio Funds may use derivatives that are subject to regulation by the CFTC. The Investment Adviser intends to rely on the no-action relief provided by No-Action Letter 12-38 of the Division of Swap Dealer and Intermediary Oversight (“Division”) of the CFTC. Pursuant to this letter, the Investment Adviser is not required to register as a “commodity pool operator” (“CPO”) under the Commodity Exchange Act (“CEA”), or rely on an exemption from registration, until the later of June 30, 2013 or six months from the date the Division issues revised guidance on the application of the calculation of the de minimis thresholds in the context of the CPO exemption in CFTC Regulations 4.5 and 4.13(a)(3). Therefore, neither the Fund nor the Investment Adviser (with respect to the Fund) is currently subject to registration or regulation as a commodity pool or CPO, respectively, under the CEA. When the temporary exemption expires, to the extent the Fund is not otherwise eligible to claim an exclusion from regulation by the CFTC, the Fund will operate subject to CFTC regulation. If the Investment Adviser and the Fund become subject to CFTC regulation, as well as related National Futures Association rules, the Fund may incur additional compliance and other expenses.

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VI.MANAGEMENT

Board of Directors

The Role of the Board

The Board of Directors of the Fund will oversee the management and operations of the Fund. The same Directors comprise the Board of Directors of the Master Fund. As is the case with virtually all investment companies (as distinguished from operating companies), service providers to the Fund, primarily the Investment Adviser and Sub-Adviser, have responsibility for the day-to-day management and operation of the Fund. For example, the Adviser has responsibilities with respect to the investment of the Fund’s assets in accordance with the Fund’s investment policies and restrictions and provides the Fund with certain management, administrative and other services. The Board does not have responsibility for the day-to-day management of the Fund, and its oversight role does not make the Board a guarantor of the Fund’s investments or activities.

The Board has appointed various individuals of the Adviser as officers of the Fund with responsibility to monitor and report to the Board on the Fund’s operations. In conducting its oversight, the Board will receive regular reports from these officers and from other senior officers of the Adviser regarding the Fund’s operations. For example, the Chief Financial Officer of the Fund will provide reports as to financial reporting matters, the Fund’s portfolio manager will periodically report as to the Fund’s investment activities and performance. Some of these reports will be provided as part of scheduled Board meetings, which are typically held quarterly in person, and will involve the Board’s review of recent Fund operations. From time to time one or more members of the Board may also interact informally with management between scheduled Board meetings to discuss various topics.

Board Structure, Leadership

All of the Fund’s Directors are Independent Directors and are not affiliated with the Adviser. The Board has established two standing committees: an Audit Committee and a Nominating Committee.

Counsel to the Fund will serve as independent counsel to the Independent Directors to advise them on matters relating to their responsibilities in connection with the Fund.

Board Oversight of Risk Management

As part of its oversight function, the Board will receive and review various reports relating to risk management. Because risk management is a broad concept comprised of many different elements (including, among other things, investment risk, valuation risk, credit risk, compliance and regulatory risk, business continuity risk and operational risk), Board oversight of different types of risks is handled in different ways. For example, the full Board could receive and review reports from senior personnel of the Adviser (including senior compliance, financial reporting and investment personnel) or their affiliates regarding various types of risks, such as operational, compliance and investment risk, and how they are being managed. The Audit Committee may participate in the oversight of risk management in certain areas, including meeting with the Fund’s Chief Financial Officer and with the Fund’s independent public auditors to discuss, among other things, annual audits of the Fund’s financial statements and the auditor’s report thereon and the auditor’s annual report on internal control.

Board of Directors and Officers

Any vacancy on the Board of Directors may be filled by the remaining Directors, except to the extent the 1940 Act requires the election of Directors by the Investors. The Fund’s officers are appointed by the Directors and oversee the management of the day-to-day operations of the Fund under the supervision of the Board. All of the officers of the Fund are directors, officers or employees of the Adviser or its affiliates. The Directors and officers of the Fund are also directors and officers of other investment companies managed or advised by the Adviser. To the fullest extent allowed by applicable law, including the 1940 Act, the Partnership Agreement indemnifies the Directors and officers for all costs, liabilities and expenses that they may experience as a result of their service as such.

For more information regarding the Board, including brief biographical information, please see below under “—Further Information Regarding Management of the Fund.

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Committees

The Board has formed an Audit Committee composed of all of the Independent Directors, the functions of which are: (1) to oversee the Fund’s accounting and financial reporting policies and practices, its internal controls and, as the Audit Committee may deem necessary or appropriate, the internal controls of certain of the Fund’s service providers; (2) to oversee the quality and objectivity of the Fund’s financial statements and the independent audit of those statements; (3) to assist the Board in selecting the Fund’s independent registered public accounting firm, to directly supervise the compensation and performance of such independent registered public accountants and generally to act as a liaison between the independent registered public accountants and the Board; and (4) to review and, as appropriate, approve in advance non-audit services provided by such independent registered public accountants to the Fund, the Adviser, and, in certain cases, other affiliates of the Fund.

The Board has formed a Nominating Committee composed of all of the Independent Directors, whose function, subject to the oversight of the Board, is to select and nominate persons for elections or appointment by the Board as Directors of the Fund. The Nominating Committee will act in accordance with the Fund’s nominating committee charter.

General Partner

NB Crossroads PMF VI GP LLC serves as the General Partner of the Fund and the Master Fund. The General Partner is an indirect, wholly-owned subsidiary of Neuberger Berman.

Investment Adviser and Sub-Adviser

Neuberger Berman Investment Advisers LLC, 1290 Avenue of the Americas, New York, NY 10104, serves as the Investment Adviser to the Master Fund. The Investment Adviser has engaged the Sub-Adviser to make investment decisions on behalf of the Master Fund. NB CMP Fund VI SM LP serves as the Special Limited Partner of the Master Fund for purposes of participating in the carried interest.

The Investment Adviser and the Sub-Adviser are both registered as investment advisers under the Advisers Act.

The Investment Adviser and the Sub-Adviser are indirect, wholly-owned subsidiaries of Neuberger Berman and provide investment advisory services to the Neuberger Berman open- and closed-end funds that are registered under the 1940 Act. Neuberger Berman’s voting equity is owned by NBSH Acquisition, LLC (“NBSH”). NBSH is owned by portfolio managers, members of the Neuberger Berman’s management team and certain of Neuberger Berman’s key employees and senior professionals.7

Special Limited Partner

NB CMP Fund VI SM LP, the Special Limited Partner of the Master Fund, is comprised of interests of all key investment professionals of Neuberger Berman. The Special Limited Partner will receive Carried Interest and distributions from the Master Fund and Fund as described in Section III — “Summary of Offering Terms — Distributions; Carried Interest” and “Section IX — “Fees and Expenses of the Fund; Allocations of Profit and Loss — Distributions.” The investment participation of the Special Limited Partner in the Fund serves to align the interests of the Firm and Team with those of the Fund's other investors.

Portfolio Management

NB Private Equity’s investment team is responsible for the day-to-day management of the Fund and, along with other members of NB Private Equity, serves as the day-to-day interface with the members of the Investment Committee, which serve as the Fund’s Portfolio Fund Managers. The Investment Committee and other senior private equity investment personnel also have responsibility for managing private equity investments made on behalf of third-party investors, sourcing new investment opportunities, performing due diligence on all new investment opportunities and monitoring existing investments.

Key Persons

If at any time prior to the expiration of the Investment Period, fewer than seven of the “Key Persons” (as defined below) are actively involved in NB Private Equity’s business, the Adviser shall provide prompt written notice of such fact to the Fund’s Board (“Key Person Event”). Following the date of such notice, the Adviser shall make a

7.Employee ownership includes employees, recently retired employees and their permitted transferees.

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presentation to the Board within 30 days to assess the likely effect, if any, of the Adviser’s ability to continue to effect the Master Fund’s investment program. As part of its ongoing responsibility to oversee the management and operations of the Fund, the Board shall consider the Adviser’s presentation and shall consult with counsel to the Fund and counsel to the Independent Directors in determining what action(s), if any, it reasonably believes should be taken in response to the Key Person Event. Potential courses of action the Adviser may recommend and the Board may consider include, but are not limited to: (i) communication of said Key Person Event to Investors; (ii) interim or permanent suspension or amendment of the Fund’s investment program; (iii) relieving Investors of some or all of their Commitment obligations; (iv) amendment or termination of the Investment Advisory Agreement or Investment Sub-Advisory Agreement with Neuberger Berman Investment Advisers LLC and NB Alternatives Advisers LLC, respectively, and (v) consideration of any other matters that the Board believes should be submitted for approval of the Investors, either because of the actions required by the Partnership Agreement or in the reasonable business judgement of the Board In addition, as part of the Board’s ongoing oversight function, the Board will regularly receive and review various reports from the Adviser, including with respect to investment risk to the Fund and any material changes to the business or operations, including personnel and resources, of the Adviser that are necessary to provide advisory services to the Fund or that could have a material impact on the Fund or its investment program.

The initial “Key Persons” (each, a “Key Person”) shall be John P. Buser, Kent Chen, Michael Kramer, John H. Massey, David Morse, Joana P. Rocha Scaff, Jonathan D. Shofet, Brien P. Smith, David S. Stonberg, Anthony D. Tutrone, Peter J. von Lehe, Patricia Miller Zollar and James Bowden. Notwithstanding anything set forth above, in the ordinary course of business the Adviser may replace any of the aforementioned Key Persons with appropriately and equivalently qualified people at any time and shall promptly notify the Board of any change to the composition of the Investment Committee, regardless of whether such change constitutes a Key Person Event.

Investment Committee

The Investment Committee is responsible for the development, selection, and ongoing monitoring and realization of investments. The members of the Investment Committee are jointly and primarily responsible for the management of the Fund. We believe the Investment Committee is distinctive within the private equity industry for its composition of individuals with diverse backgrounds in not only portfolio and fund of funds management, but also as partners of large-cap buyout funds and mid-cap buyout funds and as chief executive officers of private equity backed portfolio companies. The insights of such a diverse group add substantial value to our diligence process. The Investment Committee operates on a majority vote basis, assuring that every investment gets a full and impartial analysis by the Investment Committee. The Investment Committee is supported by an investment team of principals, senior vice presidents, vice presidents, associates, and analysts who execute our rigorous due diligence process.

James D. Bowden is a Managing Director of Neuberger Berman. Previously, Mr. Bowden was a Managing Director at Bank of America / Merrill Lynch, managing the group’s private equity fund of funds business since its inception in 1998. In that capacity, he led the private placement capital raising activities, directed investment origination and had ongoing management and administration responsibilities for the Bank of America / Merrill Lynch fund of funds business. During his time at Bank of America/Merrill Lynch he developed and launched the registered fund structure continued with the Private Market Fund offerings of Neuberger Berman. Earlier in his career, he was a Managing Consultant in the Financial Advisory Services practice of Coopers & Lybrand, specializing in corporate turnarounds and previously focused on commercial lending and problem loan workouts during his time at Continental Bank, Citicorp and the American National Bank of Chicago. Mr. Bowden received his M.B.A. and B.B.A. from the University of Michigan. Mr. Bowden is a Certified Public Accountant.

John P. Buser is the Executive Vice Chairman of NB Alternatives and a Managing Director of Neuberger Berman. He is also a member of the Private Investment Portfolios, Co-Investment, Northbound and Secondary Investment Committees. He is Head of Private Market Client Initiatives and previously was Global Head of Private Investment Portfolios for 13 years. Before joining Neuberger Berman in 1999, Mr. Buser was a partner at the law firm of Akin, Gump, Strauss, Hauer & Feld, L.L.P., where he had extensive experience in the practice of domestic and international income taxation and complex partnership negotiation during his 17 year tenure. Mr. Buser was admitted to the State Bar of Texas in 1982 after receiving his J.D. from Harvard Law School. Prior to attending law school, Mr. Buser graduated summa cum laude with a B.S. in accounting from Kansas State University.

Kent Chen is a Managing Director of Neuberger Berman and leader of the firm’s private equity efforts in the Asia Pacific region. He is also a member of the Private Investment Portfolios and Co-Investment Investment Committees. Mr. Chen joined Neuberger Berman in May 2015 from the Hong Kong Monetary Authority (“HKMA”) after 17

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years in central banking in various positions including Deputy Chief Representative of the HKMA’s New York Office and Advisor to the Executive Director for China at the International Monetary Fund in Washington D.C. Beginning in 2008, Mr. Chen helped to establish the HKMA’s private equity program, comprising of global buyout, Asia private equity and global energy investments. Before joining the HKMA in 1998, Mr. Chen was Head of China Research at Daiwa Securities in Hong Kong covering the Chinese stocks market with a focus on infrastructure, energy and power equipment stocks. Mr. Chen has been awarded the Chartered Financial Analyst designation and earned a Master of M.P.A from Columbia University, M.B.A from University of Hull and Bachelor of Science in Economics from University of London.

Michael Kramer is a Managing Director of Neuberger Berman. He is a member of the Co-Investment, Credit Opportunities, Marquee Brands and Private Investment Portfolios Investment Committees as well as a member of the Board of Directors for Marquee Brands. Before joining Neuberger Berman in 2006, Mr. Kramer was a vice president at The Cypress Group, a private equity firm with $3.5 billion under management. Prior thereto, he worked as an analyst at PaineWebber Incorporated. Mr. Kramer holds an M.B.A. from Harvard Business School and a B.A., cum laude, from Harvard College.

John H. Massey is the Chairman of the Neuberger Berman Private Investment Portfolios Investment Committee. He is also a member of the Co-Investment Investment Committee. In 1996, Mr. Massey was elected as one of the original members of the board of directors of the PineBridge Fund Group. Mr. Massey is active as a private investor and corporate director. Previously, he was Chairman and CEO of Life Partners Group, Inc., a NYSE listed company. Over the last 35 years, Mr. Massey has also served in numerous executive leadership positions with other publicly held companies including Gulf Broadcast Corporation, Anderson Clayton & Co., and Gulf United Corporation. He began his career in 1966 with Republic National Bank of Dallas as an investment analyst. Mr. Massey currently serves on the boards of several financial institutions, including Central Texas Bankshare Holdings, and Hill Bancshares Holdings, Inc., among others. He is also the principal shareholder of Columbus State Bank in Columbus, Texas and Hill Bank and Trust Company in Weimar, Texas. Mr. Massey received the Most Distinguished Alumnus award from SMU’s Cox School of Business in 1993. In 2009, he and Mrs. Massey were jointly named Most Distinguished Alumnus by The University of Texas from the Dallas/Fort Worth area. He currently serves as Chairman of the Development Board for the University of Texas School of Law and is President-Elect of Texas Exes at The University of Texas. He is also active in oil and gas, agricultural and wildlife conservation activities in Colorado County and Matagorda County, Texas. Mr. Massey received a B.B.A. from Southern Methodist University and an M.B.A. from Cornell University. He also earned an L.L.B. from The University of Texas at Austin. He received his Chartered Financial Analyst designation and has been a member of the State Bar of Texas since 1966.

David Morse is a Managing Director of Neuberger Berman, and is the Global Co-Head of Private Equity Co-Investments. He is also a member of Co-Investment, Private Debt and Private Investment Portfolios Investment Committees. Mr. Morse is currently a Board Observer of Salient Solutions, Behavioral Health Group, Taylor Precision Investments, Gabriel Brothers’ Stores, and Extraction Oil and Gas, all of which are portfolio companies of our dedicated co-investment funds. Mr. Morse joined Lehman Brothers in 2003 as a Managing Director and principal in the Merchant Banking Group where he helped raise and invest Lehman Brothers Merchant Banking Partners III L.P. Prior to joining Lehman Brothers, Mr. Morse was a founding Partner of Hampshire Equity Partners (and its predecessor entities). Founded in 1993, Hampshire is a middle-market private equity and corporate restructuring firm with $825 million of committed capital over three private equity funds. Prior to Hampshire, Mr. Morse worked in GE Capital’s Corporate Finance Group providing one-stop financings to middle-market buyouts. Mr. Morse began his career in 1984 in Chemical Bank’s middle-market lending group. Mr. Morse holds an M.B.A. from the Tuck School of Business at Dartmouth College and a B.A. in Economics from Hamilton College. Mr. Morse is a member of the M.B.A. Advisory Board of the Tuck School, a member of the Alumni Council of Hamilton College, and a member of the Board of Trustees of the Berkshire School.

Joana P. Rocha Scaff is a Managing Director of Neuberger Berman, Head of Europe Private Equity and a member of the Co-Investment and Private Investment Portfolios Investment Committees. Previously, Ms. Scaff worked in investment banking covering primarily the telecommunications, media and information services sectors. Ms. Scaff worked in the investment banking division of Lehman Brothers, and prior to that at Citigroup Global Markets and Espirito Santo Investment. She advised on corporate transactions including M&A, financial restructurings and public equity and debt offerings in the United States, Europe and Brazil. Ms. Scaff received her M.B.A. from Columbia

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Business School and her B.A. in Business Management and Administration from the Universidade Catolica of Lisbon. Ms. Scaff is a member of the LP Committee of the BVCA – British Private Equity Association. Ms. Scaff is a member of the Limited Partner Advisory Committee of multiple European buyout funds.

Jonathan D. Shofet is the Global Head of the Firm’s Private Investment Portfolios group and is a Managing Director of Neuberger Berman. He is also a member of the Private Investment Portfolios and Co-Investment Investment Committees. Prior to joining Neuberger Berman in 2005, Mr. Shofet was a member of the Lehman Brothers Private Equity division, focusing on mid-through late-stage equity investments primarily in the technology, communications and media sectors. Prior to that, Mr. Shofet was a member of the Lehman Brothers Investment Banking division, where he focused on public and private financings, as well as strategic advisory in the real estate, technology and utility sectors. Mr. Shofet sits on the Limited Partner Advisory Boards of a number of funds including those managed by Amulet Capital, Beacon Capital Partners, Castlelake Airline Credit and Credit Strategies, Cerbeus Institutional Partners, Clearlake Capital, ComVest Investment Partners, DFW Capital, Monomoy Capital Partners, Platinum Equity, Siris Partners, Tengram Capital Partners, Thomas H. Lee Partners and Vector Capital Partners. He is also a Board Observer for several private companies. Mr. Shofet holds a B.A. from Binghamton University, where he graduated summa cum laude, Phi Beta Kappa.

Brien P. Smith is a Managing Director of Neuberger Berman and the Chief Operating Officer of the Neuberger Berman Private Equity Division. He is also a member of the investment committees for the Private Investment Portfolios, Co-Investment and Private Debt programs. Mr. Smith is also a member of Neuberger Berman’s Investment Risk Committee and Operational Risk Committee. Mr. Smith sits on the Limited Partner Advisory Boards of a number of investment relationships on behalf of Neuberger Berman investments. Prior to joining Neuberger Berman in 2001, Mr. Smith worked in the middle market private equity firm Mason Best Company, L.P., and its affiliates. Mr. Smith began his career at Arthur Andersen & Co. where he focused on the financial services sector in the southwest. Mr. Smith is a life member of the Red McCombs School of Business Advisory Council at the University of Texas at Austin. Mr. Smith also currently serves on the investment committee for the Texas Exes endowment. He serves and has served on a number of other boards of directors. Mr. Smith received a Master’s in Professional Accounting and a B.B.A. from the University of Texas at Austin.

David S. Stonberg is a Managing Director of Neuberger Berman and is the Global Co-Head of Private Equity Co-Investments. He is also a member of the Co-Investment, Private Investment Portfolios Renaissance and Secondary Investment Committees. Before joining Neuberger Berman in 2002, Mr. Stonberg held several positions within Lehman Brothers’ Investment Banking Division including providing traditional corporate and advisory services to clients as well as leading internal strategic and organizational initiatives for Lehman Brothers. Mr. Stonberg began his career in the Mergers and Acquisitions Group at Lazard Frères. Mr. Stonberg holds an M.B.A. from the Stern School of New York University and a B.S.E. from the Wharton School of the University of Pennsylvania.

Anthony D. Tutrone is the Global Head of NB Alternatives and a Managing Director of Neuberger Berman. He is a member of all Neuberger Berman Private Equity’s Investment Committees. Mr. Tutrone is also a member of Neuberger Berman’s Partnership, Operating, and Asset Allocation Committees. Prior to Neuberger Berman, from 1994 to 2001, Mr. Tutrone was a Managing Director and founding member of The Cypress Group, a private equity firm focused on middle market buyouts that managed approximately $3.5 billion of commitments. Prior to The Cypress Group, Mr. Tutrone began his career at Lehman Brothers in 1986, starting in Investment Banking and in 1987 becoming one of the original members of the firm’s Merchant Banking Group. This group managed a $1.2 billion private equity fund focused on middle market buyouts. He has been a member of the board of directors of several public and private companies and has sat on the advisory boards of several private equity funds. Mr. Tutrone earned an M.B.A. from Harvard Business School and a B.A. in Economics from Columbia University.

Peter J. Von Lehe is the Head of Investment Solutions and Strategy and is a Managing Director of Neuberger Berman. He is also a member of the Athyrium, Private Investment Portfolios and Co-Investment, Marquee Brands and Renaissance Investment Committees. Mr. von Lehe sits on the Limited Partner Advisory Boards of a number of investment relationships globally on behalf of Neuberger Berman funds. Previously, Mr. von Lehe was a Managing Director and Deputy Head of the Private Equity Fund of Funds unit of Swiss Re Company. At Swiss Re Company, Mr. von Lehe was responsible for investment analysis and product structuring and worked in both New York and Zurich. Before that, he was an attorney with the law firm of Willkie Farr & Gallagher LLP in New York focusing

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on corporate finance and private equity transactions. He began his career as a financial analyst for a utility company, where he was responsible for econometric modeling. Mr. von Lehe received a B.S. with Honors in Economics from the University of Iowa and a J.D. with High Distinction, from the University of Iowa College of Law. He is a member of the New York Bar.

Patricia Miller Zollar is a Managing Director of Neuberger Berman. Within the Firm’s alternatives business, she is responsible for managing a bespoke co-investment separate account and leading the NorthBound Emerging Managers Private Equity Fund, a private equity fund which invests in private equity partnership interests and co-investments. She is also a member of the Co-Investment, Private Investment Portfolios, and NorthBound Investment Committees. Before the management buyout of Neuberger Berman, Ms. Zollar co-headed and co-founded the Lehman Brothers Partnership Solutions Group (“PSG”), a Wall Street business focused on developing strategic opportunities with women- and minority-owned financial services firms. The innovation of the Partnership Solutions Group was chronicled in a case study for the Harvard Business School. Before rejoining Lehman Brothers in 2004, Ms. Zollar was a vice president in the Asset Management Division of Goldman Sachs. Ms. Zollar began her career as a Certified Public Accountant in the Audit Division of Deloitte & Touche. She received her MBA from Harvard Business School and her B.S., with highest distinction, from North Carolina A&T State University, where she formerly served as Chairperson of the Board of Trustees and conferred her an honorary Doctorate degree. Ms. Zollar is a member of the Executive Leadership Council and serves on the executive board of the National Association of Investment Companies and The Apollo Theater.

Senior Co-Investment Specialists

Michael S. Kramer See “—Investment Committee.”

David H. Morse See “—Investment Committee.”

Joana P. Rocha Scaff – See “—Investment Committee.”

David S. Stonberg – See “—Investment Committee.”

Jacquelyn Wang is a Managing Director of Neuberger Berman. Prior to joining Neuberger Berman, Ms. Wang worked in Corporate Development at Verizon Communications executing and analyzing acquisitions, strategic investments and divestitures. Previously, Ms. Wang was an Associate at Spectrum Equity Investors, a private equity firm with $4.7 billion under management where she executed and evaluated buyout and growth equity investments. Ms. Wang began her career in the investment banking division of Lehman Brothers advising on corporate transactions including M&A, restructurings and equity and debt offerings in the communications and media industries. Ms. Wang received an M.B.A. from The Wharton School of the University of Pennsylvania and a B.A. with honors from The Johns Hopkins University.

D. Brock Williams, CFA is a Principal of Neuberger Berman. Prior to joining Neuberger Berman in 2004, Mr. Williams worked in the Lehman Brothers investment banking division in New York and Chicago, where he advised on M&A, restructurings, equity and debt offerings across a diverse set of industries, including consumer, retail, industrial and technology. Early in his career, he worked at Mercer Investment Consulting and Ibbotson Associates. Mr. Williams currently sits on the limited partner advisory committees of PAG Asia Special Situations and Gryphon Investors. Mr. Williams earned a B.A. from Northwestern University and an M.B.A. with honors from the University of Chicago Booth School of Business. He also holds the Chartered Financial Analyst designation.

Senior Secondary Specialists

Ethan Falkove is a Managing Director of Neuberger Berman, and a member of the Secondary Investment Committee. He is primarily responsible for sourcing, evaluating, structuring and purchasing secondary investment opportunities. Mr. Falkove joined Neuberger Berman from Deutsche Bank, where he worked for ten years in the private equity division investing in secondary private equity and directly in operating companies. Mr. Falkove received his M.B.A. from Columbia Business School and his B.S. from the Wharton School of the University of Pennsylvania.

Scott Koenig is a Managing Director of Neuberger Berman and leads the firm’s real estate secondary investment activities. Mr. Koenig joined the firm in 2017 from Deutsche Bank, where he was head of real estate secondaries for Deutsche Bank’s private equity business for four years. From 2001-2013, Mr. Koenig was a member of Deutsche Bank’s real estate private equity team, including most recently as head of portfolio management overseeing two

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global real estate private equity funds, and worked on more than $3 billion of direct real estate transactions. Prior to Deutsche Bank, he worked for Nomura in their commercial real estate lending program and for Price Waterhouse in their real estate advisory services group. Mr. Koenig received his M.B.A. from Columbia Business School and his B.A. from Princeton University.

Tristram Perkins is a Managing Director of Neuberger Berman and Global Co-Head of Secondary Private Equity. He is also a member of the Secondary Investment Committee. As Global Co-Head of Secondary Private Equity, Mr. Perkins oversees the origination and valuation of secondary investments. Mr. Perkins joined Neuberger Berman in 2004 from Deutsche Bank, where he worked for eight years in the private equity division investing in secondary private equity and directly in operating companies. Prior to joining Deutsche Bank, Mr. Perkins worked for four years in investment banking with Alex. Brown & Sons in New York, working in both the Restructuring Group and the Industrial Technologies Group. Mr. Perkins received his M.B.A. from Columbia Business School and his B.A. from Middlebury College.

Brian Talbot is a Managing Director of Neuberger Berman and the Founder and Global Co-Head of Secondary Private Equity. He is also a member of the Secondary and Athyrium Investment Committees. As Global Co-Head of Secondary Private Equity, Mr. Talbot oversees the origination and valuation of secondary investments. Mr. Talbot joined Neuberger Berman in 2004, from Deutsche Bank AG where he was global head of Secondary Investing and president of Deutsche Bank Investment Partners, the fund investing arm of Deutsche Bank. Prior to joining Deutsche Bank in 1989, Mr. Talbot was a manager in the Financial Services group at Ernst and Young. Mr. Talbot holds a B.S. in Accounting from Fordham University.

Peter Bock is a Principal of Neuberger Berman. Prior to joining Neuberger Berman in 2005, Mr. Bock was an Associate at Lightyear Capital, a $3 billion private equity fund. Prior to that, Mr. Bock worked at PaineWebber Inc., in both investment banking advising on corporate transactions including M&A, restructurings and equity and debt, and strategic investing. Mr. Bock holds an M.B.A. from The Fuqua School of Business, Duke University and a B.A. from Amherst College.

Benjamin Perl is a Managing Director of Neuberger Berman and a member of the Secondary Investment Committee. Mr. Perl joined the firm in 2001 and Neuberger Berman Private Equity in 2007. Prior to that, Mr. Perl worked as an Associate at Lehman Brothers Venture Partners (now Tenaya Capital), where he was responsible for executing and evaluating mid-through late-stage equity investments across a wide range of industries. He also worked in Lehman Brothers’ Investment Banking Division in New York and San Francisco as part of both the Consumer Retail and Equity Capital Markets Groups. Mr. Perl holds an M.B.A., with High Distinction (Baker Scholar), from Harvard Business School and a B.A., Phi Beta Kappa, from Wesleyan University.

Senior Private Debt Specialists

Susan Kasser, CFA is a Managing Director of Neuberger Berman and Co-Head of the Private Credit business for Neuberger Berman Private Equity. She is a member of the Private Debt and Credit Opportunities Investment Committees. Prior to joining Neuberger Berman, she was a founding member of Carlyle Mezzanine Partners, the corporate mezzanine business of The Carlyle Group. At Carlyle, Ms. Kasser originated, executed and realized privately negotiated junior debt and equity securities of middle market and large cap leveraged buyouts, recapitalizations and growth financings across multiple industries. Ms. Kasser has been a member of the board of directors of several private companies. Prior to joining Carlyle, Ms. Kasser worked at Goldman Sachs in several roles, including investment banker in the Leveraged Finance group, fund investor and direct co-investor in the Private Equity Group and as a financial analyst in Global Investment Research. Ms. Kasser received an M.A. in International Economics and Finance and a B.A. in Philosophy from Brandeis University, where she graduated magna cum laude and Phi Beta Kappa. She holds the designation of Chartered Financial Analyst.

David Lyon is a Managing Director of Neuberger Berman and Co-Head of the Private Credit business for NB Private Equity. He is a member of the Private Debt and Credit Opportunities Investment Committees. Prior to joining Neuberger Berman, he was the Director of Research at Ellis Lake Capital, a $500 million event-driven credit hedge fund based in New York. Before Ellis Lake, Mr. Lyon was one of three professionals responsible for the day to day management of the Credit Opportunities Group, a multi-billion dollar portfolio of credit and equity investments at D. E. Shaw. At D. E. Shaw, Mr. Lyon was also responsible for the private equity efforts in the Credit Opportunities Group and sat on several public and private company boards. Previously, Mr. Lyon was a Managing Director at The Cypress Group, a $3.5 billion private equity fund, where he was a member of the Investment Committee. Prior to Cypress, Mr. Lyon was one of five original professionals at Och-Ziff Capital Management and worked in the Mergers

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& Acquisitions department of Goldman Sachs. Mr. Lyon earned a M.B.A. from Harvard Business School and a B.A. in Philosophy from the University of Notre Dame, where he graduated summa cum laude and Phi Beta Kappa.

Matthew Bird is a Managing Director of Neuberger Berman and a member of the Private Credit investment team. Prior to joining Neuberger Berman, Mr. Bird was a Vice President at GarMark Partners, one of the longest tenured managers of private junior capital in North America, where he was responsible for sourcing, executing and monitoring middle-market debt and structured equity investments across multiple industries. Mr. Bird served as a board member or observer at several portfolio companies. Prior to joining GarMark, Mr. Bird was an Asset Manager at Seavest Inc., an investment management firm focused on healthcare real estate and private equity investing. Prior to Seavest, Mr. Bird was an investment professional at FG II Ventures, a private venture firm, and at European Capital Ventures plc, a London-based venture capital fund. Mr. Bird received an M.B.A. with Honors from the Wharton School of the University of Pennsylvania and a B.A., cum laude, in History and French from the University of Warwick.

Additional Senior Investment Professionals

Paul Daggett, CFA is a Managing Director of Neuberger Berman and a senior member of the Firm’s Private Investment Portfolios group where he leads investments in private equity and venture capital funds and direct co-investments in venture capital, growth equity and buyout transactions. Mr. Daggett sits on the Limited Partner Advisory Boards of a number of venture capital and private equity fund relationships and has Board of Directors and Observer seats for a number of direct venture and growth capital investments on behalf of Neuberger Berman Funds. Prior to joining Neuberger Berman in 2004, Mr. Daggett worked in the European Equity Derivatives Group at JPMorgan Chase & Co. He holds an M.B.A. from the Cox School of Business at Southern Methodist University and a BEng, with honors, in Aeronautical Engineering from the University of Bristol. Mr. Daggett is a Fellow of the Institute of Chartered Accountants in England and Wales (FCA) and holds the Chartered Financial Analyst designation.

José Luis González Pastor is a Principal of Neuberger Berman. Prior to joining the firm, Mr. González worked at Barclays Capital as a Summer Associate on the Distressed Debt Team in London. Before Barclays, Mr. González worked for four years at Qualitas Equity Partners, a Spanish Private Equity Fund focused on the Iberia middle-market. Previously, Mr. González worked as Investment Banking Analyst advising PE firms on leverage buy-outs at DC Advisory Partners (formerly known as Atlas Capital). Mr. González received an M.B.A. with honors from The Wharton School and a M.A. with honors in International Studies at the Lauder Institute of the University of Pennsylvania. Mr. González graduated with a B.A. in Business Administration and a B.A. in Law from Universidad Pontificia Comillas (ICADE).

Maura E. Reilly Kennedy is a Managing Director of Neuberger Berman. Ms. Kennedy is a member of the Private Equity investment team and is focused on investment opportunities across primaries, secondaries and co-investments. Prior to joining Neuberger Berman in 2008, Ms. Kennedy worked for five years in private equity at Landmark Partners, where she focused on secondary private equity transactions. Ms. Kennedy is an observer on the Limited Partner Advisory Board of NG Capital Partners, a Peruvian Private Equity Fund. Ms. Kennedy received an M.B.A. from Harvard Business School and a B.A. in Economics from Hobart and William Smith Colleges.

Doug Manor is a Principal of Neuberger Berman. Mr. Manor is a member of the Private Equity investment team and is focused on investment opportunities across primaries, secondaries and co-investments with a focus on North America. Prior to joining Neuberger Berman in 2006, Mr. Manor was in the Lehman Brothers Investment Banking Division in New York, where he focused on M&A advisory and public and private financings in the Financial Institutions Group. Mr. Manor sits on the Limited Partner Advisory Board of FTV Capital. Mr. Manor earned an M.B.A. as a Kozmetsky Award winner (highest honors) from the McCombs School of Business at the University of Texas at Austin and a B.B.A. in Finance with Special Distinction from the University of Oklahoma.

Joshua Miller, CFA is a Principal of Neuberger Berman and a senior member of the Firm’s Private Investment Portfolios group. Prior to joining Neuberger Berman in 2004, Mr. Miller was at Cirrus Health, an outpatient surgery center developer. Mr. Miller sits on the Limited Partner Advisory Committees of Westly Capital Partners Fund and Hudson Clean Energy Partners. Mr. Miller received his M.B.A., Beta Gamma Sigma from The McCombs School of Business – The University of Texas at Austin, and his B.B.A. in Finance, magna cum laude from Southern Methodist University. Mr. Miller holds the Chartered Financial Analyst designation.

Amit Sachdeva is a Principal at Neuberger Berman. Prior to joining Neuberger Berman Private Equity in 2016, Mr. Sachdeva worked for seven years at AlpInvest Partners in Hong Kong focusing on co-investments across the

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APAC region. Previously, he worked at JP Morgan Securities as Investment Banking Associate in NY where he advised TMT clients on M&A and capital markets transactions, and Senior Consultant in supply chain solution companies in Chicago and Dallas. Mr. Sachdeva received MBA degree from The Wharton School of the University of Pennsylvania, Master of Science degree from Northwestern University and Bachelor of Technology degree from Indian Institute of Technology, Delhi.

Michael Smith, CFA, is a Principal of Neuberger Berman. Previously, Mr. Smith was a Vice President of Bank of America / Merrill Lynch, where he was an investment team member of the private equity fund of funds business. In that capacity, Mr. Smith worked on the origination, due diligence and ongoing portfolio management of several primary and secondary investment opportunities across various sectors including buyout, growth equity, venture capital, real estate and special situations. Prior to joining Bank of America / Merrill Lynch, he worked at Pyramis Global Advisors, a global asset management company. Mr. Smith received his B.S.B.A. from the University of Florida. Mr. Smith is a Chartered Financial Analyst.

Elizabeth Traxler is a Managing Director of Neuberger Berman and a senior member of the Firm’s Private Investment Portfolios practice where she invests in private equity funds and directly co-invests equity into sponsor-owned portfolio companies. Prior to joining Neuberger Berman, Ms. Traxler was at Wachovia Capital Partners (now known as Pamlico Capital), where she focused on making growth equity and buyout investments across a broad range of industries. Ms. Traxler also worked at Wachovia Securities in the Leveraged Capital Group, which provided senior and mezzanine debt in “one-stop” financings for private equity-backed transactions. She is currently a Board Observer of Duff & Phelps, Evans Network of Companies, Galco Industrial Electronics and OrthoLite. Ms. Traxler received an M.B.A. from the Kellogg School of Management at Northwestern University and a B.A., cum laude, in Economics from Vanderbilt University.

Matt Wiener is a Principal of Neuberger Berman. Prior to joining Neuberger Berman, Mr. Wiener worked as an Associate at Trilantic Capital Partners (formerly Lehman Brothers Merchant Banking), where he was responsible for evaluating and executing private equity investments across multiple industries. He began his career in Lehman Brothers’ Investment Banking Division advising public and private companies in the communications and media industries. Mr. Wiener received an M.B.A. with Honors from Columbia Business School and a B.S., magna cum laude, from Cornell University.

Tyler Czinege is a Vice President of Neuberger Berman. Prior to joining Neuberger Berman Private Equity in 2011, Mr. Czinege completed a public accounting internship at PricewaterhouseCoopers. Mr. Czinege graduated with a master’s degree in Accounting from Trinity University in 2011 and with a B.S. in Business Administration with a concentration in Accounting from Trinity in 2010.

Kaci Boyer is a Vice President of Neuberger Berman. Ms. Boyer joined Neuberger Berman in 2007. Ms. Boyer has focused on client relationships, becoming NB Alternatives client investment contact for large separate account mandates. During 2011, Ms. Boyer spent six months in Neuberger Berman’s Hong Kong office working on private equity investments throughout the Asia Pacific region. Ms. Boyer received a B.B.A. in Finance from Southern Methodist University.

Sandeep Mirani is a Vice President of Neuberger Berman. Prior to joining Neuberger Berman Private Equity in 2014, Mr. Mirani worked at Paul Capital in London, where he focused on secondary investments, and at Credit Suisse, where he was an Investment Banking Analyst in the Mergers & Acquisitions group and the Global Energy group, in New York and London, respectively. Mr. Mirani graduated magna cum laude from the Wharton School at the University of Pennsylvania with a B.S. in Economics.

Langston Theis is a Vice President of Neuberger Berman. Mr. Theis joined Neuberger Berman in 2008. Mr. Theis is primarily focused on private equity fund due diligence investment opportunities, financial analysis for the Private Investment Portfolios practice, and portfolio monitoring and management of NB Private Equity Partners Limited, a listed private equity vehicle on the London Stock Exchange and Euronext Amsterdam Exchange. Mr. Theis received a B.A. in Psychology and an M.B.A. from the University of Texas at Dallas.

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Other Professionals

Kelly Maughan is a Senior Vice President of Neuberger Berman. Ms. Maughan is the Head of financial operations for Neuberger Berman Private Equity. Prior to joining Neuberger Berman in 2004, Ms. Maughan served as a senior solutions manager at Vitech Systems Group, Inc., a director at DML, Inc., an assistant controller at Castle Harlan, Inc., an assistant controller at Charterhouse Group International, Inc., and an accountant at Dean Witter Reynolds, Inc. Ms. Maughan received a B.S. in Accounting from St. John’s University.

Mark J. Bonner, Jr. is a Senior Vice President of Neuberger Berman. Previously, Mr. Bonner was a Senior Vice President of Bank of America/Merrill Lynch, managing the financial reporting, tax reporting, business due diligence and operational matters of the group’s private equity fund of funds business since 2006. Prior to joining Bank of America/Merrill Lynch, Mr. Bonner spent two years as the Management Company and International Subsidiaries Accounting Manager of Advent International Corporation, a global private equity firm. Earlier in his career, Mr. Bonner spent five years with PricewaterhouseCoopers in the Audit and Assurance Group, serving clients in the financial services industry. Mr. Bonner received a BS in Accounting from the State University of New York at Geneseo.

Legal and Compliance Professionals

Christian Neira is a Managing Director of Neuberger Berman and serves as the general counsel of NB Alternatives, responsible for the private equity, private investment portfolios and hedge fund of funds businesses. Prior to joining the firm in 2010, he was of counsel with Covington & Burling LLP, where his practice focused on private equity investments and mergers and acquisitions. Prior to joining Covington, Mr. Neira was counsel at Paul, Weiss, Rifkind, Wharton & Garrison LLP from 1995 to 2005, where his practice focused on private equity investments in Latin America. Mr. Neira holds an A.B. in Social Studies from Harvard College. Mr. Neira received his J.D. from the University of Pennsylvania Law School.

Blake Rice is a Managing Director of Neuberger Berman and acts as legal counsel with responsibility for Neuberger Berman Private Equity. Prior to joining Neuberger Berman in 2008, he was an attorney with Hallett & Perrin P.C. where his practice focused on partnership and limited liability company formation, governance, private securities offerings, mergers and acquisitions, and corporate compliance. Mr. Rice holds a J.D. from The University of Chicago Law School and holds a B.A. in Political Science from Trinity University (Texas).

Corey A. Issing is a Managing Director of Neuberger Berman and acts as legal counsel for NBIA with responsibility for the registered funds business. Mr. Issing is the General Counsel and Head of Compliance — Mutual Funds at Neuberger Berman. Prior to joining the firm in 2007, he was Counsel at AIG SunAmerica Asset Management. Mr. Issing holds a B.A. in Political Science and Communications from the University of New Hampshire and a J.D. from the Suffolk University School of Law.

Teale Long is a Senior Vice President of Neuberger Berman and acts as legal counsel for NB Alternatives. Prior to joining Neuberger Berman in 2015, Ms. Long was an associate with Gibson, Dunn & Crutcher LLP, where her practice included the structuring, formation and negotiation of private investment funds, secondary transactions and other general corporate matters. Ms. Long received a J.D. from the University of Virginia School of Law and an A.B. from Davidson College.

Leila Biederman is a Vice President of Neuberger Berman and acts as legal counsel for NB Alternatives. Prior to joining Neuberger Berman in 2016, Ms. Biederman was an associate with Gibson, Dunn & Crutcher LLP, where her practice included the structuring, formation and negotiation of private investment funds, secondary transactions and other general corporate matters. Ms. Biederman received a J.D. from the University of Pennsylvania Law School and a B.A. from Wellesley College.

Raymond Ling is a Vice President of Neuberger Berman and acts as legal counsel for NBIA. Prior to joining Neuberger Berman in 2016, Mr. Ling was an associate with Skadden, Arps, Slate, Meagher & Flom LLP, where his practice included formation of private investment funds and advising closed-end funds and business development companies and their boards of directors in connection with the formation and operation of investment funds. Mr. Ling received a J.D. from Brooklyn Law School and a B.A. from New York University.

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Kimberly Marlar is a Vice President of Neuberger Berman in the legal department. Prior to joining Neuberger Berman in 2007, she was a paralegal at State National Insurance Companies where she focused on partnership and limited liability company formation, governance, compliance related filings and regulations. Ms. Marlar graduated summa cum laude with a B.A. from The University of Texas at Arlington and summa cum laude with a Paralegal Certificate from The University of North Texas.

David Leimgruber is an Associate of Neuberger Berman and acts as a Compliance Officer for NB Alternatives. Prior to joining Neuberger Berman, Mr. Leimgruber was a Compliance Consultant with National Regulatory Services (NRS). Mr. Leimgruber received his Bachelor of Arts degree from the University of Washington Foster School of Business and earned his Juris Doctor degree from Albany Law School.

Compensation of the Portfolio Managers

Neuberger Berman’s compensation philosophy is one that focuses on rewarding performance and incentivizing our employees. Neuberger Berman is focused on creating a compensation process that it believes is fair, transparent, and competitive with the market.

Compensation for the Fund’s Portfolio Management Team consists of fixed (salary) and variable compensation but is more heavily weighted on the variable portion of total compensation and is paid from a team compensation pool made available to the portfolio management team with which the portfolio manager is associated. The size of the team compensation pool is determined based on a formula that takes into consideration a number of factors including the pre-tax revenue that is generated by that particular portfolio management team, less certain adjustments. The bonus portion of the compensation for a portfolio manager is discretionary and is determined on the basis of a variety of criteria, including investment performance (including the aggregate multi-year track record), utilization of central resources (including research, sales and operations/support), business building to further the longer term sustainable success of the investment team, effective team/people management, and overall contribution to the success of Neuberger Berman.

The terms of our long-term retention incentives are as follows:

Employee-Owned Equity. Certain employees (i.e., senior leadership and investment professionals) participate in Neuberger Berman’s equity ownership structure, which was designed to incentivize and retain key personnel. Most equity issuances are subject to vesting.

In addition, in prior years certain employees may have elected to have a portion of their compensation delivered in the form of equity, which, in certain instances, is vested upon issuance and in other instances vesting aligns with the vesting of Neuberger Berman’s Contingent Compensation Plan (vesting over 3 years).

For confidentiality and privacy reasons, Neuberger Berman cannot disclose individual equity holdings or program participation.

Contingent Compensation. Neuberger Berman established the Neuberger Berman Group Contingent Compensation Plan (the “CCP”) to serve as a means to further align the interests of our employees with the success of the firm and the interests of our clients, and to reward continued employment. Under the CCP, a percentage of a participant’s total compensation is contingent and tied to the performance of a portfolio of Neuberger Berman investment strategies as specified by the firm on an employee-by-employee basis. By having a participant’s contingent compensation tied to Neuberger Berman investment strategies, each employee is given further incentive to operate as a prudent risk manager and to collaborate with colleagues to maximize performance across all business areas. In the case of portfolio managers, the CCP is currently structured so that such employees have exposure to the investment strategies of their respective teams as well as the broader Neuberger Berman portfolio. Subject to satisfaction of certain conditions of the CCP (including conditions relating to continued employment), contingent compensation amounts vest over three years. Neuberger Berman determines annually which employees participate in the program based on total compensation for the applicable year.
Restrictive Covenants. Most investment professionals, including portfolio managers, are subject to notice periods and restrictive covenants which include employee and client non-solicit restrictions as well as restrictions on the use of confidential information. In addition, depending on participation levels, certain senior professionals who have received equity have also agreed to additional notice and transition periods and, in some cases, non-compete restrictions.

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Other Accounts Managed by the Portfolio Managers

The following table lists the number and types of accounts, other than the Fund, managed by the Fund’s Portfolio Management Team and assets under management in those accounts, as of October 31, 2018.

Type of Account
Number of
Accounts
Managed
Total Assets
Managed
Number of
Accounts
Managed for
which Advisory
Fee is
Performance-
Based
Assets Managed
for which
Advisory Fee is
Performance-
Based
James D. Bowden
 
 
 
 
 
 
 
 
 
 
 
 
Registered Investment Companies
 
6
 
$
1,100,800,000
 
 
6
 
$
1,100,800,000
 
Other Pooled Investment Vehicles
 
13
 
$
2,152,500,000
 
 
13
 
$
2,152,500,000
 
Other Accounts
 
0
 
$
0
 
 
0
 
$
0
 
 
 
 
 
 
 
 
 
 
 
 
 
 
John P. Buser
 
 
 
 
 
 
 
 
 
 
 
 
Registered Investment Companies
 
6
 
$
1,100,800,000
 
 
6
 
$
1,100,800,000
 
Other Pooled Investment Vehicles
 
39
 
$
17,262,900,000
 
 
39
 
$
17,262,900,000
 
Other Accounts
 
57
 
$
14,764,700,000
 
 
57
 
$
14,764,700,000
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Kent Chen
 
 
 
 
 
 
 
 
 
 
 
 
Registered Investment Companies
 
6
 
$
1,100,800,000
 
 
6
 
$
1,100,800,000
 
Other Pooled Investment Vehicles
 
35
 
$
10,305,500,000
 
 
35
 
$
10,305,500,000
 
Other Accounts
 
57
 
$
14,764,700,000
 
 
57
 
$
14,764,700,000
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Michael Kramer
 
 
 
 
 
 
 
 
 
 
 
 
Registered Investment Companies
 
6
 
$
1,100,800,000
 
 
6
 
$
1,100,800,000
 
Other Pooled Investment Vehicles
 
35
 
$
10,305,500,000
 
 
35
 
$
10,305,500,000
 
Other Accounts
 
57
 
$
14,764,700,000
 
 
57
 
$
14,764,700,000
 
 
 
 
 
 
 
 
 
 
 
 
 
 
John H. Massey
 
 
 
 
 
 
 
 
 
 
 
 
Registered Investment Companies
 
6
 
$
1,100,800,000
 
 
6
 
$
1,100,800,000
 
Other Pooled Investment Vehicles
 
35
 
$
10,305,500,000
 
 
35
 
$
10,305,500,000
 
Other Accounts
 
57
 
$
14,764,700,000
 
 
57
 
$
14,764,700,000
 
 
 
 
 
 
 
 
 
 
 
 
 
 
David Morse
 
 
 
 
 
 
 
 
 
 
 
 
Registered Investment Companies
 
6
 
$
1,100,800,000
 
 
6
 
$
1,100,800,000
 
Other Pooled Investment Vehicles
 
35
 
$
10,305,500,000
 
 
35
 
$
10,305,500,000
 
Other Accounts
 
57
 
$
14,764,700,000
 
 
57
 
$
14,764,700,000
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Joana P. Rocha Scaff
 
 
 
 
 
 
 
 
 
 
 
 
Registered Investment Companies
 
6
 
$
1,100,800,000
 
 
6
 
$
1,100,800,000
 
Other Pooled Investment Vehicles
 
36
 
$
10,429,700,000
 
 
36
 
$
10,429,700,000
 
Other Accounts
 
57
 
$
14,764,700,000
 
 
57
 
$
14,764,700,000
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Jonathan D. Shofet
 
 
 
 
 
 
 
 
 
 
 
 
Registered Investment Companies
 
6
 
$
1,100,800,000
 
 
6
 
$
1,100,800,000
 
Other Pooled Investment Vehicles
 
35
 
$
10,305,500,000
 
 
35
 
$
10,305,500,000
 
Other Accounts
 
57
 
$
14,764,700,000
 
 
57
 
$
14,764,700,000
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Brien P. Smith
 
 
 
 
 
 
 
 
 
 
 
 
Registered Investment Companies
 
6
 
$
1,100,800,000
 
 
6
 
$
1,100,800,000
 
Other Pooled Investment Vehicles
 
35
 
$
10,305,500,000
 
 
35
 
$
10,305,500,000
 
Other Accounts
 
57
 
$
14,764,700,000
 
 
57
 
$
14,764,700,000
 
 
 
 
 
 
 
 
 
 
 
 
 
 
David S. Stonberg
 
 
 
 
 
 
 
 
 
 
 
 
Registered Investment Companies
 
6
 
$
1,100,800,000
 
 
6
 
$
1,100,800,000
 
Other Pooled Investment Vehicles
 
41
 
$
17,692,500,000
 
 
41
 
$
17,692,500,000
 
Other Accounts
 
57
 
$
14,764,700,000
 
 
57
 
$
14,764,700,000
 

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Type of Account
Number of
Accounts
Managed
Total Assets
Managed
Number of
Accounts
Managed for
which Advisory
Fee is
Performance-
Based
Assets Managed
for which
Advisory Fee is
Performance-
Based
Anthony D. Tutrone
 
 
 
 
 
 
 
 
 
 
 
 
Registered Investment Companies
 
6
 
$
1,100,800,000
 
 
6
 
$
1,100,800,000
 
Other Pooled Investment Vehicles
 
41
 
$
17,692,500,000
 
 
41
 
$
17,692,500,000
 
Other Accounts
 
57
 
$
14,764,700,000
 
 
57
 
$
14,764,700,000
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Peter J. Von Lehe
 
 
 
 
 
 
 
 
 
 
 
 
Registered Investment Companies
 
6
 
$
1,100,800,000
 
 
6
 
$
1,100,800,000
 
Other Pooled Investment Vehicles
 
35
 
$
10,305,500,000
 
 
35
 
$
10,305,500,000
 
Other Accounts
 
57
 
$
14,764,700,000
 
 
57
 
$
14,764,700,000
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Patricia Miller Zolar
 
 
 
 
 
 
 
 
 
 
 
 
Registered Investment Companies
 
6
 
$
1,100,800,000
 
 
6
 
$
1,100,800,000
 
Other Pooled Investment Vehicles
 
35
 
$
10,305,500,000
 
 
35
 
$
10,305,500,000
 
Other Accounts
 
57
 
$
14,764,700,000
 
 
57
 
$
14,764,700,000
 

As of the date of this Offering Memorandum, no member of the Portfolio Management Team owns any Interests in the Fund.

Further Information Regarding Management of the Fund

Information regarding the Board of Directors and Officers of the Fund, including brief biographical information, is set forth below.

Independent Directors

Name, Position(s) Held
with Registrant,
Address, and Year of
Birth
Term of
Office and
Length of
Time Served
Principal
Occupation
During Past
5 Years
Number of
Funds in
Fund
Complex*
Overseen
by Director
Other Directorships Held
by Director During Past
5 Years
Independent Directors
Virginia G. Breen,
Director
   
1290 Avenue of the Americas
New York, NY 10104
(1964)
Term Indefinite— Since Inception
Partner, Chelsea Partners (7/11 to present); Partner, Sienna Ventures (2003 to 12/2011); Partner, Blue Rock Capital (8/1995 to 12/2011).
19
Director, Modus Link Global Solutions, Inc. (4/01 to 12/13); Director, Jones Lang LaSalle Property Trust, Inc.; Trustee/Director, UBS A&Q Registered Fund Complex (5 funds) and Director, Calamos Fund Complex (22 funds).
Alan Brott,
Director
   
1290 Avenue of the Americas
New York, NY 10104
(1943)
Term Indefinite— Since Inception
Consultant (since 10/1991); Associate Professor, Columbia University (2000-2017); Former Partner of Ernst & Young.
20
Manager of Man FRM Alternative Multi-Strategy Fund LLC; Director of Grosvenor Registered Multi-Strategy Funds (4 funds); Director of Hedge Fund Guided Portfolio Solution; Director of Stone Harbor Investment Funds (8 funds), Stone Harbor Emerging Markets Income Fund and Stone Harbor Emerging Markets Total Income Fund.

45

TABLE OF CONTENTS

Name, Position(s) Held
with Registrant,
Address, and Year of
Birth
Term of
Office and
Length of
Time Served
Principal
Occupation
During Past
5 Years
Number of
Funds in
Fund
Complex*
Overseen
by Director
Other Directorships Held
by Director During Past
5 Years
Victor F. Imbimbo, Jr.,
Director
   
1290 Avenue of the Americas
New York, NY 10104
(1952)
Term Indefinite— Since Inception
President and CEO of Caring Today, LLC, an information and support resource for the family caregiver market; Former President for North America TBWA\World Health, a division of TBWA Worldwide, and Executive Vice President of TBWA\New York.
20
Manager of Man FRM Alternative Multi-Strategy Fund LLC.
Thomas F. McDevitt,
Director
   
1290 Avenue of the Americas
New York, NY 10104
(1956)
Term Indefinite— Since Inception
Managing Partner of Edgewood Capital Partners and President of Edgewood Capital Advisors (5/2002 to present).
19
Director of Jones Lang LaSalle Property Trust, Inc. (12/04 to 06/15).
Stephen V. Murphy,
Director
   
1290 Avenue of the Americas
New York, NY 10104
(1945)
Term Indefinite— Since Inception
President of S.V. Murphy & Co, an investment banking firm.
20
Manager of Man FRM Alternative Multi-Strategy Fund LLC; Director of The First of Long Island Corporation and The First National Bank of Long Island.
Thomas G. Yellin,
Director
   
1290 Avenue of the Americas
New York, NY 10104
(1954)
Term Indefinite— Since Inception
President of The Documentary Group (since 6/2006); Former President of PJ Productions (from 8/2002 to 6/2006); Former Executive Producer of ABC News (from 8/1989 to 12/2002).
19
Director of Grosvenor Registered Multi-Strategy Funds (4 funds); Director of Hedge Fund Guided Portfolio Solution, Manager of Man FRM Alternative Multi-Strategy Fund LLC.
*The “Fund Complex” consists of the Fund, the Master Fund, NB Crossroads Private Markets Fund VI LP, NB Crossroads Private Markets Fund VI Advisory LP, Excelsior Private Markets Fund II (Master), LLC, Excelsior Private Markets Fund II (TI), LLC, Excelsior Private Markets Fund II (TE), LLC, Excelsior Private Markets Fund III (Master), LLC, Excelsior Private Markets Fund III (TI), LLC, Excelsior Private Markets Fund III (TE), LLC, Excelsior Venture Partners III, LLC, UST Global Private Markets Fund LLC, NB Crossroads Private Markets Fund IV (TI) – Client LLC, NB Crossroads Private Markets Fund IV (TE) – Client LLC, NB Crossroads Private Markets Fund IV Holdings LLC, NB Crossroads Private Markets Fund V Holdings LP, NB Crossroads Private Markets Fund V (TE) LP, NB Crossroads Private Markets Fund V (TE) Advisory LP, NB Crossroads Private Markets Fund V (TI) LP, and NB Crossroads Private Markets Fund V (TI) Advisory LP.

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TABLE OF CONTENTS

Officers of the Fund

Name, Position(s)
Held with
Registrant, Year of
Birth and Address*
Term of Office and
Length of Time
Served
Principal Occupation During Past 5 Years
James D. Bowden,
Chief Executive Officer and President
(1953)
Term — Indefinite; Length — since inception
Managing Director, NBAA, since 2015. Formerly, Managing Director, Bank of America; Manager and Vice President, Merrill Lynch Alternative Investments LLC (2013-2015); Executive Vice President, Bank of America Capital Advisors LLC (1998-2013).
Mark Bonner,
Assistant Treasurer
(1977)
Term — Indefinite; Length — since inception
Senior Vice President, NBAA, since 2015. Formerly, Senior Vice President, Bank of America; Merrill Lynch Alternative Investments LLC (2006-2015); Manager, Advent International Corporation (2004-2006); Senior Associate, PricewaterhouseCoopers LLP (1999-2004).
Claudia A. Brandon,
Executive Vice President and Secretary
(1956)
Term — Indefinite; Length — since inception
Senior Vice President, Neuberger Berman LLC, since 2007 and Employee since 1999; Senior Vice President, NBIA, since 2008 and Assistant Secretary since 2004. Formerly, Vice President, Neuberger Berman LLC (2002-2006), Vice President – Mutual Fund Board Relations, NBIA (2000-2008), Vice President, NBIA (1986-1999) and Employee (1984-1999).
Savonne Ferguson
Chief Compliance Officer
(1973)
Term — Indefinite; Length — since inception
Senior Vice President, Neuberger Berman LLC, Chief Compliance Officer (Mutual Funds) and Associate General Counsel, NBIA, since November 2018. Formerly, Vice President, T. Rowe Price Group, Inc. (2018), Vice President and Senior Legal Counsel, T. Rowe Price Associates, Inc. (2014-2018), Vice President and Director of Regulatory Fund Administration, PNC Capital Advisors, LLC (2009-2014), Secretary, PNC Funds and PNC Advantage Funds (2010-2014).
Corey A. Issing,
Chief Legal Officer
(only for purposes of sections 307 and 406 of the Sarbanes-Oxley Act of 2002) and Anti-Money Laundering Compliance Officer
(1978)
Term — Indefinite; Length — since inception
General Counsel and Head of Compliance– Mutual Funds since 2016 and Managing Director, NBIA, since 2017. Formerly, Associate General Counsel (2015-2016), Counsel (2007-2015), Senior Vice President (2013-2016), Vice President (2009-2013).
Sheila James,
Assistant Secretary
(1965)
Term — Indefinite; Length — since inception
Vice President, Neuberger Berman LLC, since 2008 and Employee since 1999; Vice President, NBIA, since 2008. Formerly, Assistant Vice President, Neuberger Berman LLC (2007-2008); Employee, NBIA (1991-1999).
Brian Kerrane,
Vice President
(1969)
Term — Indefinite; Length — since inception
Managing Director, Neuberger Berman LLC, since 2013; Chief Operating Officer – Mutual Funds and Managing Director, NBIA, since 2015. Formerly, Senior Vice President, Neuberger Berman LLC (2006 to 2014), Vice President, NBIA (2008-2015) and Employee since 1991.
Josephine Marone,
Assistant Secretary
(1963)
Term — Indefinite; Length — since inception
Senior Paralegal, Neuberger Berman LLC, since 2007 and Employee since 2007.

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TABLE OF CONTENTS

Name, Position(s)
Held with
Registrant, Year of
Birth and Address*
Term of Office and
Length of Time
Served
Principal Occupation During Past 5 Years
John M. McGovern,
Treasurer
(1970)
Term — Indefinite; Length — since inception
Senior Vice President, Neuberger Berman LLC, since 2007; Senior Vice President, NBIA, since 2007 and Employee since 1993. Formerly, Vice President, Neuberger Berman LLC (2004-2006), Assistant Treasurer (2002-2005).
Brien Smith,
Vice President
(1957)
Term — Indefinite; Length — since inception
Managing Director, NBAA, since 2005; Chief Operating Officer of NB Private Equity Division since 2017.
*The business address of each listed person is 1290 Avenue of the Americas, New York, NY 10104, except for James D. Bowden and Mark Bonner whose business address is 53 State Street, 13th Floor, Boston, MA 02109; and Brien Smith whose business address is 325 North Saint Paul St. 49th Floor Dallas, TX 75201.

For each Director, the dollar range of equity securities beneficially owned by the Director in the Fund and in the Family of Investment Companies (Family of Investment Companies includes all of the registered investment companies advised by the Adviser) as of March 31, 2019, is set forth in the table below.

Name of Director
Dollar Range of Equity
Securities in the Fund
Aggregate Dollar Range of
Equity Securities in All
Registered Investment
Companies Overseen by
Director in Family of
Investment Companies
Independent Directors
 
 
 
 
 
 
Virginia G. Breen
None
None
Alan Brott
None
None
Victor F. Imbimbo, Jr.
None
None
Thomas F. McDevitt
None
None
Steven V. Murphy
None
None
Thomas G. Yellin
None
None

As of March 31, 2019, none of the Independent Directors or their immediate family members owned beneficially or of record securities of the Adviser, the Placement Agent, or a person (other than a registered investment company) directly or indirectly controlling, controlled by or under common control with the Adviser or Placement Agent.

Director Compensation

Name of Director
Aggregate
Compensation
from the Fund*