Unassociated Document

0001144204-10-048399.txt : 20100907 0001144204-10-048399.hdr.sgml : 20100906 20100907171620 ACCESSION NUMBER: 0001144204-10-048399 CONFORMED SUBMISSION TYPE: N-CSRS PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20100630 FILED AS OF DATE: 20100907 DATE AS OF CHANGE: 20100907 EFFECTIVENESS DATE: 20100907 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Tennenbaum Opportunities Fund V, LLC CENTRAL INDEX KEY: 0001377269 IRS NUMBER: 870783205 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: N-CSRS SEC ACT: 1940 Act SEC FILE NUMBER: 811-21960 FILM NUMBER: 101060618 BUSINESS ADDRESS: STREET 1: 2951 28TH STREET STREET 2: SUITE 1000 CITY: SANTA MONICA STATE: CA ZIP: 90405 BUSINESS PHONE: 310-566-1000 MAIL ADDRESS: STREET 1: 2951 28TH STREET STREET 2: SUITE 1000 CITY: SANTA MONICA STATE: CA ZIP: 90405 N-CSRS 1 v196061_ncsr.htm Unassociated Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT

OF REGISTERED MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number 811-21960

TENNENBAUM OPPORTUNITIES FUND V, LLC

(Exact Name of Registrant as Specified in Charter)

2951 28TH STREET, SUITE 1000

SANTA MONICA, CALIFORNIA 90405

(Address of Principal Executive Offices) (Zip Code)

ELIZABETH GREENWOOD, SECRETARY

TENNENBAUM OPPORTUNITIES FUND V, LLC

2951 28TH STREET, SUITE 1000

SANTA MONICA, CALIFORNIA 90405

(Name and Address of Agent for Service)

Registrant's telephone number, including area code: (310) 566-1000

Copies to:

RICHARD T. PRINS, ESQ.

SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP

FOUR TIMES SQUARE

NEW YORK, NEW YORK 10036

Date of fiscal year end: DECEMBER 31, 2010

Date of reporting period: JUNE 30, 2010

ITEM 1. REPORTS TO STOCKHOLDERS.

Semi-Annual Shareholder Report

Tennenbaum Opportunities Fund V, LLC

(A Delaware Limited Liability Company)

June 30, 2010

Tennenbaum Opportunities Fund V, LLC

(A Delaware Limited Liability Company)

Semi-Annual Shareholder Report

June 30, 2010

Contents

Consolidated Portfolio Asset Allocation	2

Unaudited Consolidated Financial Statements

Consolidated Statement of Assets and Liabilities	3
Consolidated Statement of Investments	4
Consolidated Statement of Operations	11
Consolidated Statements of Changes in Net Assets	12
Consolidated Statement of Cash Flows	13
Notes to Consolidated Financial Statements	14
Consolidated Schedule of Restricted Securities of Unaffiliated Issuers	28

Supplemental Information

Consolidating Statement of Assets and Liabilities	29
Consolidating Statement of Operations	30
Approval of Investment Management Agreements	31

Tennenbaum Opportunities Fund V, LLC (the “Company”) files a schedule of its investment in Tennenbaum Opportunities Partners V, LP (the “Partnership”) with the Securities and Exchange Commission (“SEC”) for the first and third quarters of each fiscal year on Form N-Q. Investments listed in the Consolidated Statement of Investments are held by the Partnership, which also files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. The Forms N-Q of the Company and the Partnership are available on the SEC’s website at http://www.sec.gov. The Forms N-Q of the Company and the Partnership may also be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330.

A free copy of the proxy voting guidelines of the Company and the Partnership and information regarding how the Company and the Partnership voted proxies relating to portfolio investments during the most recent twelve-month period may be obtained without charge on the SEC’s website at http://www.sec.gov, or by calling the advisor of the Company and the Partnership, Tennenbaum Capital Partners, LLC, at (310) 566-1000. Collect calls for this purpose are accepted.

Tennenbaum Opportunities Fund V, LLC

(A Delaware Limited Liability Company)

Consolidated Portfolio Asset Allocation (Unaudited)

June 30, 2010

	Percent of Cash
Industry	and Investments

Wired Telecommunications Carriers	11.6%
Architectural, Engineering, and Related Services	6.8%
Gambling Industries	6.3%
Communications Equipment Manufacturing	6.0%
Motor Vehicle Parts Manufacturing	5.6%
Radio and Television Broadcasting	5.4%
Industrial Machinery Manufacturing	4.9%
Scheduled Air Transportation	3.6%
Other Financial Investment Activities	3.4%
Semiconductor and Other Electronic Component Manufacturing	3.3%
Resin, Synthetic Rubber, and Artificial Synthetic Fibers and Filaments Manufacturing	3.1%
Cable and Other Subscription Programming	2.6%
Machine Shops; Turned Product; and Screw, Nut, and Bolt Manufacturing	2.4%
Book, Periodical, and Music Stores	2.3%
Supporting Activities for Mining	2.3%
Full Service Restaurants	2.2%
Offices of Real Estate Agents and Brokers	1.7%
Depository Credit Intermediation	1.6%
Other Professional, Scientific, and Technical Services	1.4%
Basic Chemical Manufacturing	1.3%
Satellite Telecommunications	1.3%
Nondepository Credit Intermediation	1.2%
Computer and Peripheral Equipment Manufacturing	1.1%
Securities and Commodity Contracts Intermediation and Brokerage	0.9%
Accounting, Tax Preparation, Bookkeeping, and Payroll Services	0.8%
Data Processing, Hosting and Related Services	0.8%
Management, Scientific, and Technical Consulting Services	0.8%
Wireless Telecommunications Carriers (except Satellite)	0.8%
Activities Related to Credit Intermediation	0.6%
Oil and Gas Extraction	0.5%
Home Furnishings Stores	0.0%
Motor Vehicle Manufacturing	0.0%
Other Amusement and Recreation Industries	0.0%
Cash and Cash Equivalents	13.4%

Total	100.0%

Tennenbaum Opportunities Fund V, LLC

(A Delaware Limited Liability Company)

Consolidated Statement of Assets and Liabilities (Unaudited)

June 30, 2010

Assets
Investments, at fair value:
Unaffiliated issuers (cost $1,101,274,344)	$	1,039,709,159
Affiliates (cost $197,138,779)		177,472,785
Total investments (cost $1,298,413,123)		1,217,181,944

Cash and cash equivalents		187,618,419
Receivable for open trades		18,626,376
Accrued interest income:
Unaffiliated issuers		33,832,223
Affiliated issuers		244,438
Deferred debt issuance costs		4,832,920
Prepaid expenses and other assets		384,464
Total assets		1,462,720,784

Liabilities
Credit facility payable		79,547,000
Payable for investments purchased		41,006,739
Management and advisory fees payable		2,387,500
Equity placement costs payable		543,163
Interest payable		1,814
Accrued expenses and other liabilities		1,030,482
Total liabilities		124,516,698

Preferred stock
Series Z; $500/share liquidation preference; 560 shares authorized,
issued and outstanding		280,000
Accumulated distributions on Series Z preferred stock		12,326
Total preferred stock		292,326

Preferred equity facility
Series A preferred limited partner interests in Tennenbaum
Opportunities Partners V, LP; $20,000/interest liquidation preference;
25,000 interests authorized, 18,450 interests issued and outstanding		369,000,000
Accumulated dividends on Series A preferred equity facility		929,658
Total preferred limited partner interests		369,929,658

Minority interest
General partner interest in Tennenbaum Opportunities Partners V, LP		-

Net assets applicable to common shareholders	$	967,982,102

Composition of net assets applicable to common shareholders
Common stock, $0.001 par value; unlimited shares authorized, 78,287.806 shares
issued and outstanding	$	78
Paid-in capital in excess of par		1,079,663,785
Accumulated net investment income		4,464,813
Accumulated net realized loss		(48,158,793	)
Accumulated net unrealized depreciation		(67,975,455	)
Accumulated dividends to Series Z preferred shareholders		(12,326	)
Net assets applicable to common shareholders	$	967,982,102

Common stock, NAV per share	$	12,364.40

See accompanying notes.

Tennenbaum Opportunities Fund V, LLC

(A Delaware Limited Liability Company)

Consolidated Statement of Investments (Unaudited)

June 30, 2010

Showing Percentage of Total Cash and Investments of the Company

	Principal		Fair		Percent of Cash
Investment	Amount		Value		and Investments

Debt Investments (79.20%)
Bank Debt (47.44%) (1)
Architectural, Engineering, and Related Services (1.33%)
ESP Holdings, Inc., 2nd Lien Term Loan, LIBOR + 10%, due 9/12/14 (2)	$	18,716,118	$	18,716,118		1.33	%

Book, Periodical and Music Stores (2.30%)
Borders Group, Inc., 2nd Lien Term Loan, LIBOR + 12.25%, due 4/1/14	$	33,201,753		32,371,709		2.30	%

Cable and Other Subscription Programming (2.63%)
Medfort S.a.r.l, First Lien Term Loan, EURIBOR + 13%, due 7/5/17	€	2,458,987		-		0.00	%
Primacom AG, Mezzanine Term Loan, EURIBOR + 3.5% Cash + 7% PIK,
due 11/21/17 - (Germany) (3), (4)	€	34,900,838		36,881,506		2.63	%
Total Cable and Other Subscription Programming				36,881,506

Communications Equipment Manufacturing (5.97%)
Dialogic Corporation, Senior Secured Notes, 15% Cash + 2% PIK, due 1/31/11	$	7,363,941		7,279,256		0.52	%
Dialogic Corporation, Senior Secured Notes, LIBOR + 10% Cash + 2% PIK, due 1/31/11	$	41,230,507		41,230,507		2.93	%
Mitel Networks Corporation, 1st Lien Term Loan, LIBOR + 3.25%, due 8/10/14	$	39,398,389		35,458,550		2.52	%
Total Communications Equipment Manufacturing				83,968,313

Computer and Peripheral Equipment Manufacturing (1.12%)
Targus Group, 1st Lien Term Loan, LIBOR + 5.75% Cash + 3.5% PIK, due 11/22/12	$	18,569,637		15,923,463		1.12	%

Gambling Industries (2.53%)
Gateway Casinos, Inc., 1st Lien Delayed Draw Term Loan, LIBOR + 4.5%,
due 9/30/14 - (Canada)	$	167,558		158,901		0.01	%
Gateway Casinos, Inc., 1st Lien Term Loan, LIBOR + 2.5%, due 9/30/14 - (Canada)	$	827,389		784,641		0.06	%
Gateway Casinos, Inc., 2nd Lien Term Loan, LIBOR + 5.5%, due 3/31/15 - (Canada)	$	80,000,000		14,500,000		1.03	%
Gateway Casinos, Inc., Hedge Obligation Claim - (Canada)	$	21,180,720		20,086,375		1.43	%
Total Gambling Industries				35,529,917

Industrial Machinery Manufacturing (3.30%)
BOC Edwards Limited, 1st Lien Term Loan, LIBOR + 2%, due 5/31/14	$	10,693,789		9,330,331		0.66	%
BOC Edwards Limited, 2nd Lien Term Loan, LIBOR + 5.75%, due 11/30/14	$	45,001,055		37,125,870		2.64	%
Total Industrial Machinery Manufacturing				46,456,201

Machine Shops; Turned Product; and Screw, Nut and Bolt Manufacturing (2.36%)
Acument Global Technologies, LLC, 1st Lien Term Loan, Prime + 6% Cash + 4% PIK,
due 8/11/13	$	24,914,517		24,353,941		1.73	%
Precision Partners Holdings, 1st Lien Delayed Draw Term Loan, LIBOR + 6.5%,
due 10/2/13	$	748,720		591,488		0.04	%
Precision Partners Holdings, 1st Lien Term Loan, LIBOR + 6.5%, due 10/2/13	$	10,538,607		8,325,500		0.59	%
Total Machine Shops; Turned Product; and Screw, Nut and Bolt Manufacturing				33,270,929

Management, Scientific, and Technical Consulting Services (0.83%)
Booz Allen Hamilton, Inc., Mezzanine Loan, 13%, due 7/31/16	$	11,354,118		11,609,586		0.83	%

Tennenbaum Opportunities Fund V, LLC

(A Delaware Limited Liability Company)

Consolidated Statement of Investments (Unaudited) (Continued)

June 30, 2010

Showing Percentage of Total Cash and Investments of the Company

	Principal		Fair			Percent of Cash
Investment	Amount		Value			and Investments

Debt Investments (continued)
Motor Vehicle Parts Manufacturing (5.60%)
Visteon Corporation, 1st Lien Term Loan, PRIME + 2%, due 6/13/13 (4)	$	71,627,582	$	76,760,916			5.46	%
Visteon Corporation, Secured Super Priority Priming Senior Multi-Draw
Term Loan, LIBOR + 6.5%, 3% LIBOR Floor, due 8/18/10	$	4,000,000		2,020,000			0.14	%
Total Motor Vehicle Parts Manufacturing				78,780,916

Offices of Real Estate Agents and Brokers (0.95%)
Realogy Corporation, 2nd Lien Term Loan A, 13.5%, due 10/15/17	$	21,204,819		22,273,903			1.59	%
Realogy Corporation, Revolver, LIBOR + 2.25%, due 4/10/13	$	48,915,663		(9,049,398	)		-0.64	%
Total Offices of Real Estate Agents and Brokers				13,224,505

Other Financial Investment Activities (2.68%)
American Capital, Ltd., 1st Lien Senior Secured Term Loan, LIBOR + 6.5%,
due 12/31/12	$	38,132,824		37,624,387			2.68	%

Radio and Television Broadcasting (5.14%)
Encompass Digital Media Group, Inc., 1st Lien Revolver, 13%, due 12/31/14 (2)	$	8,437,500		3,431,250			0.24	%
Encompass Digital Media Group, Inc., 1st Lien Term Loan, 13%, due 12/31/14 (2)	$	66,164,209		68,810,777			4.90	%
Total Radio and Television Broadcasting				72,242,027

Semiconductor and Other Electronic Component Manufacturing (3.30%)
Isola USA Corporation, 1st Lien Term Loan, Prime + 9.75%, due 12/18/12	$	42,663,144		42,663,144			3.04	%
Isola USA Corporation, Revolver, Prime + 9%, due 12/18/12	$	3,737,600		3,644,160			0.26	%
Total Semiconductor and Other Electronic Component Manufacturing				46,307,304

Support Activities for Mining (1.40%)
Trico Marine Services, Inc., 1st Lien Term Loan, LIBOR + 11.5%, due 12/31/11	$	9,222,709		9,222,709			0.66	%
Trico Shipping AS, 1st Lien Term Loan A, 13.5%, due 7/1/14	$	18,445,418		10,365,857			0.74	%
Trico Shipping AS, 1st Lien Term Loan B, 13.5%, due 7/1/14	$	5,533,625		-			0.00	%
Total Support Activities for Mining				19,588,566

Wired Telecommunications Carriers (6.00%)
Bulgaria Telecom Company AD, 1st Lien Tranche B Term Loan,
EURIBOR + 2.75%, due 8/9/15 - (Netherlands) (3)	$	5,932,929		6,026,396			0.43	%
Hawaiian Telcom Communications Inc., Revolver, Prime + 1.25%, due 4/30/12	$	10,553,593		8,988,147			0.64	%
Hawaiian Telcom Communications Inc., Tranche C Term Loan, Prime + 1.25%,
due 4/30/12	$	2,993,776		2,549,700			0.18	%
Integra Telecom Holdings, Inc., 1st Lien Term Loan, LIBOR + 7.25%, due 4/15/15 (2)	$	15,783,513		15,822,971			1.13	%
NEF Telecom Company BV, 1st Lien Tranche C Term Loan, EURIBOR + 3.50%,
due 8/9/16 - (Netherlands) (3)	€	13,645,416		13,213,290			0.94	%
NEF Telecom Company BV, 2nd Lien Tranche D Term Loan, EURIBOR + 5.5%,
due 2/16/17 - (Netherlands) (3)	€	6,798,182		6,489,300			0.46	%

Tennenbaum Opportunities Fund V, LLC

(A Delaware Limited Liability Company)

Consolidated Statement of Investments (Unaudited) (Continued)

June 30, 2010

Showing Percentage of Total Cash and Investments of the Company

	Principal		Fair		Percent of Cash
Investment	Amount		Value		and Investments

Debt Investments (continued)
NEF Telecom Company BV, Mezzanine Term Loan, EURIBOR + 10% PIK,
due 8/16/17 - (Netherlands) (3)	€	45,335,541	$	31,208,420		2.22	%
Total Wired Telecommunications Carriers				84,298,224

Total Bank Debt (Cost $690,483,426)				666,793,671

Other Corporate Debt Securities (31.76%)
Accounting, Tax Preparation, Bookkeeping and Payroll Services (0.83%)
NCO Group, Inc., Senior Secured Floating Rate Notes, LIBOR + 4.875%, due 11/15/13	$	1,845,000		1,549,800		0.11	%
NCO Group, Inc., Senior Subordinated Notes, 11.875%, due 11/15/14	$	10,553,000		10,118,322		0.72	%
Total Accounting, Tax Preparation, Bookkeeping and Payroll Services				11,668,122

Architectural, Engineering, and Related Services (4.78%)
Alion Science & Technology Corporation, Senior Notes, 10.25%, due 2/1/15	$	68,596,000		54,819,639		3.90	%
Alion Science & Technology Corporation, Senior Secured Notes, 10%
Cash + 2% PIK, due 11/1/14 (5)	$	10,402,513		10,454,526		0.74	%
ESP Holdings, Inc., Junior Unsecured Subordinated Promissory Notes,
18% PIK, due 3/31/15 (2), (5)	$	1,909,158		1,909,158		0.14	%
Total Architectural, Engineering, and Related Services				67,183,323

Basic Chemical Manufacturing (1.35%)
Kronos International, Inc., Senior Secured Notes, 6.5%, due 4/15/13 (3)	€	18,442,000		18,958,228		1.35	%

Data Processing, Hosting and Related Services (0.15%)
Terremark Worldwide, Inc., Senior Secured Notes, 12%, due 6/15/17 (5)	$	1,873,000		2,125,855		0.15	%

Depository Credit Intermediation (1.10%)
Bank of America Corporation, Fixed Notes, 1.7%, due 12/23/10	$	5,000,000		5,032,250		0.36	%
Wells Fargo & Company, FDIC Guaranteed Notes, 3%, due 12/9/11	$	10,000,000		10,357,900		0.74	%
Total Depository Credit Intermediation				15,390,150

Full-Service Restaurants (2.16%)
Real Mex Restaurants, Inc., Senior Secured Notes, 14%, due 1/1/13 (5)	$	30,190,000		30,340,950		2.16	%

Gambling Industries (3.55%)
Harrah's Operating Company Inc., Senior Secured Notes, 10%, due 12/15/18	$	60,600,000		49,843,500		3.55	%
Harrah's Operating Company Inc., Senior Secured Notes, 11.25%, due 6/1/17	$	50,000		52,750		0.00	%
Total Gambling Industries				49,896,250

Home Furnishings Stores (0.04%)
Linens 'n Things, Inc., Senior Secured Notes, LIBOR + 5.625%, due 1/15/14 (4)	$	9,189,000		631,744		0.04	%

Industrial Machinery Manufacturing (1.48%)
GSI Group Corporation, Senior Notes, 11%, due 8/20/13 (4), (5)	$	20,743,000		20,743,000		1.48	%

Tennenbaum Opportunities Fund V, LLC

(A Delaware Limited Liability Company)

Consolidated Statement of Investments (Unaudited) (Continued)

June 30, 2010

Showing Percentage of Total Cash and Investments of the Company

	Principal		Fair		Percent of Cash
Investment	Amount		Value		and Investments

Debt Investments (continued)
Nondepository Credit Intermediation (1.17%)
General Electric Capital Corporation, FDIC Guaranteed Notes, 1.8%, due 3/11/11	$	7,500,000	$	7,583,850		0.54	%
General Electric Capital Corporation, FDIC Guaranteed Notes, 3%, due 12/9/11	$	8,500,000		8,790,530		0.63	%
Total Nondepository Credit Intermediation				16,374,380

Offices of Real Estate Agents and Brokers (0.71%)
Realogy Corporation, Senior Subordinated Notes, 12.375%, due 4/15/15	$	13,099,000		9,978,818		0.71	%

Oil and Gas Extraction (0.52%)
Forbes Energy Services, Senior Secured Notes, 11%, due 2/15/15	$	8,096,000		7,367,360		0.52	%

Other Financial Investment Activities (0.72%)
State Street Corporation, Fixed Notes, 1.85%, due 3/15/11	$	10,000,000		10,099,900		0.72	%

Other Professional, Scientific and Technical Services (1.36%)
MSX International, Inc., Senior Secured 2nd Lien Notes, 12.5%, due 4/1/12 -
(France, Germany, United Kingdom) (5)	$	23,100,000		19,057,500		1.36	%

Resin, Synthetic Rubber, and Artificial Synthetic Fibers and Filaments
Manufacturing (3.12%)
AGY Holding Corporation, Senior Secured 2nd Lien Notes, 11%, due 11/15/14	$	50,551,000		43,804,969		3.12	%

Satellite Telecommunications (1.30%)
Satelites Mexicanos, Senior Secured FRN, LIBOR + 8.75%, due 11/30/11	$	19,699,380		18,320,423		1.30	%

Scheduled Air Transportation (2.76%)
United Air Lines, Inc., Aircraft Secured Mortgage (N508UA), 20%, due 8/25/16 (5)	$	2,336,525		2,939,349		0.21	%
United Air Lines, Inc., Aircraft Secured Mortgage (N510UA), 20%, due 9/26/16 (5)	$	5,294,308		6,684,064		0.48	%
United Air Lines, Inc., Aircraft Secured Mortgage (N512UA), 20%, due 10/26/16 (5)	$	5,302,017		6,712,353		0.48	%
United Air Lines, Inc., Aircraft Secured Mortgage (N530UA), 20%, due 11/25/13 (5)	$	2,163,614		2,559,555		0.18	%
United Air Lines, Inc., Aircraft Secured Mortgage (N536UA), 16%, due 8/21/14 (5)	$	4,994,798		5,374,403		0.38	%
United Air Lines, Inc., Aircraft Secured Mortgage (N545UA), 16%, due 7/17/15 (5)	$	5,925,385		6,568,289		0.47	%
United Air Lines, Inc., Aircraft Secured Mortgage (N585UA), 20%, due 10/25/16 (5)	$	6,225,361		7,887,532		0.56	%
Total Scheduled Air Transportation				38,725,545

Securities and Commodity Contracts Intermediation and Brokerage (0.90%)
Goldman Sachs Group, Inc., FDIC Guaranteed Notes, 1.7%, due 3/15/11	$	2,500,000		2,522,325		0.18	%
JP Morgan Chase & Co., FDIC Guaranteed Notes, 1.65%, due 2/23/11	$	10,000,000		10,071,300		0.72	%
Total Securities and Commodity Contracts Intermediation and Brokerage				12,593,625

Support Activities for Mining (0.91%)
Allis-Chalmers Energy, Senior Unsecured Notes, 8.5%, due 3/1/17	$	14,674,000		12,766,380		0.91	%

Tennenbaum Opportunities Fund V, LLC

(A Delaware Limited Liability Company)

Consolidated Statement of Investments (Unaudited) (Continued)

June 30, 2010

Showing Percentage of Total Cash and Investments of the Company

	Principal Amount		Fair		Percent of Cash
Investment	or Shares		Value		and Investments

Debt Investments (continued)
Wired Telecommunications Carriers (2.09%)
Hawaiian Telcom Communications, Senior FRN, LIBOR + 5.5%, due 5/1/13 (4), (5)	$	12,870,000	$	450,450		0.03	%
ITC Deltacom Inc., Senior Secured Notes, 10.5%, due 4/1/16 (5)	$	18,170,000		17,511,338		1.25	%
Zayo Group, LLC, 1st Lien Senior Secured Notes, 10.25%, due 3/15/17 (5)	$	11,067,000		11,343,675		0.81	%
Total Wired Telecommunications Carriers				29,305,463

Wireless Telecommunications Carriers (except Satellite) (0.76%)
Clearwire Communications LLC, Senior Secured Notes, 12%, due 12/1/15 (5)	$	7,378,000		7,365,703		0.52	%
Clearwire Communications LLC, Senior Secured Notes, 12%, due 12/1/15	$	3,315,000		3,309,475		0.24	%
Total Wireless Telecommunications Carriers (except Satellite)				10,675,178

Total Other Corporate Debt Securities (Cost $434,843,367)				446,007,163

Total Debt Investments (Cost $1,125,326,793)				1,112,800,834

Equity Securities (7.44%)
Activities Related to Credit Intermediation (0.58%)
Online Resources Corporation, Common Stock (2), (4), (6)		1,959,400		8,131,510		0.58	%

Architectural, Engineering, and Related Services (0.70%)
Alion Science and Technology Corporation, Warrants (4)		10,380		564,776		0.04	%
ESP Holdings, Inc., 15% PIK, Preferred Stock (2), (5), (6)		13,355		1,853,797		0.13	%
ESP Holdings, Inc., Common Stock (2), (4), (5), (6)		29,156		7,450,736		0.53	%
Total Architectural, Engineering, and Related Services				9,869,309

Data Processing, Hosting, and Related Services (0.63%)
GXS Holdings, Inc., Common Stock (4), (5)		2,611,059		-		0.00	%
GXS Holdings, Inc., Series A Preferred Stock (4), (5)		104,442		8,864,008		0.63	%
Total Data Processing, Hosting, and Related Services				8,864,008

Depository Credit Intermediation (0.51%)
Doral Financial Corporation, Non-Contingent Offered Preferred Stock Shares (4), (5)		1,512		1,512,000		0.11	%
Doral GP Ltd., GP Interest (2), (4), (5), (6)		100		225		0.00	%
Doral Holdings, LP Interest (4), (5)		1,914,363		5,551,980		0.40	%
Total Depository Credit Intermediation				7,064,205

Gambling Industries (0.23%)
Tropicana Entertainment, Inc., Common Stock (4), (5)		180,844		3,166,670		0.23	%

Industrial Machinery Manufacturing (0.10%)
GSI Group, Inc., Common Stock (4), (5)		578,680		1,400,406		0.10	%

Motor Vehicle Manufacturing (0.00%)
Fleetwood Enterprises, Inc., Common Stock (2), (4), (6)		12,049,995		4,820		0.00	%

Tennenbaum Opportunities Fund V, LLC

(A Delaware Limited Liability Company)

Consolidated Statement of Investments (Unaudited) (Continued)

June 30, 2010

Showing Percentage of Total Cash and Investments of the Company

	Principal Amount		Fair		Percent of Cash
Investment	or Shares		Value		and Investments

Equity Securities (continued)
Other Amusement and Recreation Industries (0.00%)
Bally Total Fitness Holding Corporation, Common Stock (4), (5)		1,799	$	65,993		0.00	%
Bally Total Fitness Holding Corporation, Warrants (4), (5)		3,244		15,571		0.00	%
Total Other Amusement and Recreation Industries				81,564

Radio and Television Broadcasting (0.24%)
Encompass Digital Media Group, Inc., Common Stock (2), (4), (5), (6)		661,765		3,375,000		0.24	%

Scheduled Air Transportation (0.89%)
United Air Lines, Inc., Equipment Trust Beneficial Interests (N510UA) (5)		238		2,388,436		0.17	%
United Air Lines, Inc., Equipment Trust Beneficial Interests (N512UA) (5)		237		2,374,919		0.17	%
United Air Lines, Inc., Equipment Trust Beneficial Interests (N536UA) (5)		252		2,524,331		0.18	%
United Air Lines, Inc., Equipment Trust Beneficial Interests (N545UA) (5)		238		2,511,125		0.18	%
United Air Lines, Inc., Equipment Trust Beneficial Interests (N585UA) (5)		237		2,632,734		0.19	%
Total Scheduled Air Transportation				12,431,545

Wired Telecommunications Carriers (3.56%)
Integra Telecom, Inc. Common Stock (2), (4), (5), (6)		10,080,250		47,966,423		3.41	%
Integra Telecom, Inc. Warrants (2), (4), (5), (6)		3,018,747		-		0.00	%
ITC^DeltaCom, Inc., Common Stock (4), (5)		1,120,569		1,624,825		0.12	%
NEF Kamchia Co-Investment Fund, LP Interest - (Cayman Islands) (3), (4), (5)		6,550,500		400,825		0.03	%
Total Wired Telecommunications Carriers				49,992,073

Total Equity Securities (Cost $173,086,330)				104,381,110

Total Investments (Cost $1,298,413,123) (7)				1,217,181,944

Cash and Cash Equivalents (13.36%)
Wells Fargo & Company, Overnight Repurchase Agreement, 0.05%,
Collateralized by Federal National Mortgage Discount Note	$	5,803,535		5,803,535		0.41	%
Chevron Funding Corporation, Commercial Paper, 0.18%, 7/1/10	$	20,000,000		20,000,000		1.42	%
Chevron Funding Corporation, Commercial Paper, 0.15%, 7/8/10	$	6,000,000		5,999,825		0.43	%
Toyota Motor Credit Corporation, Commercial Paper, 0.30%, 7/8/10	$	22,000,000		21,998,717		1.57	%
Toyota Motor Credit Corporation, Commercial Paper, 0.37%, 7/14/10	$	6,000,000		5,999,198		0.43	%
Union Bank of California, Commercial Paper, 0.25%, 7/14/10	$	18,000,000		17,998,375		1.28	%
Union Bank of California, Commercial Paper, 0.27%, 7/19/10	$	10,000,000		9,998,650		0.71	%
General Electric Capital Corporation, Commercial Paper, 0.32%, 7/21/10	$	15,000,000		14,997,333		1.07	%
American Express Credit Corporation, Commercial Paper, 0.33%, 7/28/10	$	20,000,000		19,995,050		1.42	%
Chevron Funding Corporation, Commercial Paper, 0.07%, 8/2/10	$	16,000,000		15,999,004		1.14	%
Union Bank of California, Commercial Paper, 0.35%, 8/18/10	$	10,000,000		9,995,333		0.71	%
Toyota Motor Credit Corporation, Commercial Paper, 0.53%, 8/24/10	$	18,000,000		17,985,690		1.28	%
American Express Credit Corporation, Commercial Paper, 0.33%, 9/1/10	$	5,000,000		4,997,158		0.36	%
Union Bank of California, Commercial Paper, 0.43%, 9/20/10	$	7,000,000		6,993,228		0.50	%
Cash Denominated in Foreign Currency (Cost $41,413)	CAD	42,433		39,884		0.00	%
Cash Denominated in Foreign Currency (Cost $6,149,950)	€	4,657,175		5,699,451		0.41	%

Tennenbaum Opportunities Fund V, LLC

(A Delaware Limited Liability Company)

Consolidated Statement of Investments (Unaudited) (Continued)

June 30, 2010

Showing Percentage of Total Cash and Investments of the Company

	Principal		Fair		Percent of Cash
Investment	Amount		Value		and Investments

Cash and Cash Equivalents (continued)
Cash Denominated in Foreign Currency (Cost $152,518)	£	100,175	$	149,712		0.01	%
Cash Held on Account at Various Institutions	$	2,968,276		2,968,276		0.21	%
Total Cash and Cash Equivalents				187,618,419

Total Cash and Investments			$	1,404,800,363		100.00	%

Notes to Statement of Investments:

(1)	Investments in bank debt generally are bought and sold among institutional investors in transactions not subject to registration under the Securities Act of 1933. Such transactions are generally subject to contractual restrictions, such as approval of the agent or borrower.

(2)	Affiliated issuer - as defined under the Investment Company Act of 1940 (ownership of 5% or more of the outstanding voting securities of this issuer). Changes in investments in affiliates during the six months ended June 30, 2010 were as follows:

	Value, Beginning						Value, End
Investment	of Period		Acquisitions		Dispositions		of Period
Doral GP Ltd., GP Interest	$	225	$	-	$	-	$	225
Encompass Digital Media Group, Inc., 1st Lien Revolver, 13%,
due 12/31/14		-		8,131,215		-		3,431,250
Encompass Digital Media Group, Inc., 1st Lien Term Loan, 13%,
due 12/31/14		-		58,529,285		-		68,810,777
Encompass Digital Media Group, Inc., Common Stock		-		3,179,500		-		3,375,000
ESP Holdings, Inc., 2nd Lien Term Loan, LIBOR + 10%, due 9/12/14		20,473,335		-		-		18,716,118
ESP Holdings, Inc., Junior Unsecured Subordinated Promissory Notes,
18% PIK, due 3/31/15		1,714,918		-		-		1,909,158
ESP Holdings, Inc., 15% PIK, Preferred Stock		1,779,514		-		-		1,853,797
ESP Holdings, Inc., Common Stock		6,704,462		-		-		7,450,736
Fleetwood Enterprises, Inc., Common Stock		53,418		-		32,794		4,820
Integra Telecom, Inc., 1st Lien Term Loan, LIBOR + 8.5%,
due 8/31/13		1,368,558		15,657,652		-		15,822,971
Integra Telecom, Inc. Common Stock		51,503,558		-		-		47,966,423
Integra Telecom, Inc. Warrants		202,300		-		-		-
Online Resources Corporation, Common Stock		10,306,444		-		-		8,131,510

(3) Principal amount denominated in euros. Amortized cost and fair value converted from euros to U.S. dollars.

(4) Non-income producing security.

(5) Restricted security.

(6) Not a controlling position.

(7) Includes investments with an aggregate fair value of $81,274,577 that have been segregated to collateralize certain unfunded commitments.

Aggregate purchases and aggregate sales of investments, other than Government securities, totaled $412,753,798 and $347,350,751, respectively.

Aggregate purchases includes investment assets received as payment in-kind. Aggregate sales includes principal paydowns on debt investments.

The total value of restricted securities and bank debt as of June 30, 2010 was $922,501,375 or 65.67% of total cash and investments of the Company.

See accompanying notes.

Tennenbaum Opportunities Fund V, LLC

(A Delaware Limited Liability Company)

Consolidated Statement of Operations (Unaudited)

Six Months Ended June 30, 2010

Investment income:
Interest income:
Unaffiliated issuers	$	51,165,100
Affiliates		5,526,532
Other income		8,195,841
Total investment income		64,887,473

Operating expenses
Management and advisory fees		14,325,000
Portfolio asset depreciation		1,699,471
Amortization of deferred debt issuance costs		530,634
Legal fees, professional fees and due diligence expenses		466,803
Commitment fees		357,566
Interest expense		305,142
Insurance expense		222,143
Custody fees		88,000
Director fees		86,500
Other operating expenses		301,704
Total expenses		18,382,963

Net investment income		46,504,510

Net realized and unrealized gain (loss)
Net realized gain (loss) from:
Investments in unaffiliated issuers		26,450,094
Investments in affiliates		(1,194,933	)
Foreign currency transactions		(87,521	)
Net realized gain		25,167,640

Net change in net unrealized appreciation/depreciation on:
Investments		(239,484	)
Foreign currency		109,641
Net change in net unrealized appreciation/depreciation		(129,843	)

Net realized and unrealized gain		25,037,797

Dividends paid on Series A preferred equity facility		(1,752,223	)
Dividends paid to Series Z preferred shareholders		(22,400	)
Net change in accumulated dividends on Series A preferred equity facility		(27,623	)
Net change in reserve for dividends to Series Z preferred shareholders		11,138

Net increase in net assets applicable to common shareholders
resulting from operations	$	69,751,199

See accompanying notes.

Tennenbaum Opportunities Fund V, LLC

(A Delaware Limited Liability Company)

Consolidated Statements of Changes in Net Assets

	Six Months
	Ended
	June 30, 2010			Year Ended
	(Unaudited)			December 31, 2009

Total common shareholder committed capital	$	1,105,000,000		$	1,105,000,000

Net assets applicable to common shareholders, beginning of year	$	940,230,903		$	463,448,012

Common shareholders contributions		-			110,500,000
Equity placement and offering costs charged to paid-in capital		-			(537,300	)
Common shareholders contributions, net		-			109,962,700

Net investment income		46,504,510			79,958,085
Net realized gain		25,167,640			5,728,998
Net change in net unrealized appreciation/depreciation		(129,843	)		360,328,325
Dividends paid on Series A preferred equity facility from
net investment income		(1,752,223	)		(3,935,716	)
Dividends paid to Series Z preferred shareholders from
net investment income		(22,400	)		-
Net change in accumulated dividends on Series A preferred
equity facility		(27,623	)		763,210
Net change in reserve for dividends to Series Z preferred
shareholders		11,138			(22,711	)
Net increase in net assets applicable to common
shareholders resulting from operations		69,751,199			442,820,191

Distributions to common shareholders from:
Net investment income		(42,000,000	)		(76,000,000	)

Net assets applicable to common shareholders, end of period
(including accumulated net investment income of
$4,464,813 and $1,762,549, respectively)	$	967,982,102		$	940,230,903

See accompanying notes.

Tennenbaum Opportunities Fund V, LLC

(A Delaware Limited Liability Company)

Consolidated Statement of Cash Flows (Unaudited)

Six Months Ended June 30, 2010

Operating activities
Net increase in net assets applicable to common shareholders
resulting from operations	$	69,751,199
Adjustments to reconcile net increase in net assets applicable to common
shareholders resulting from operations to net cash used in operating activities:
Net realized gain		(25,167,640	)
Net change in net unrealized appreciation/depreciation		239,484
Distributions paid to Series A preferred limited partners		1,752,223
Dividends paid to Series Z shareholders		22,400
Net change in accumulated dividends on Series A preferred equity facility		27,623
Net change in reserve for dividends to Series Z preferred shareholders		(11,138	)
Income from paid in-kind capitalization		(7,519,928	)
Accretion of original issue and market discount		(2,589,845	)
Portfolio asset depreciation		1,699,471
Amortization of deferred debt issuance costs		530,634
Changes in assets and liabilities:
Purchases of investments		(405,233,870	)
Net proceeds from exchanges, sales, maturities and paydowns of investments		347,350,751
Increase in receivable for open trades		(11,607,202	)
Increase in accrued interest income - unaffiliated issuers		(9,617,497	)
Increase in accrued interest income - affiliated issuers		(234,620	)
Increase in prepaid expenses and other assets		(181,535	)
Increase in payable for investments purchased		712,878
Increase in interest payable		112
Increase in accrued expenses and other liabilities		370,238
Net cash used in operating activities		(39,706,262	)

Financing activities
Proceeds from draws on credit facility		17,422,750
Dividends paid on Series A preferred equity facility		(1,752,223	)
Dividends paid to Series Z preferred shareholders		(22,400	)
Distributions paid to common shareholders		(42,000,000	)
Net cash used in financing activities		(26,351,873	)

Net decrease in cash and cash equivalents		(66,058,135	)
Cash and cash equivalents at beginning of period		253,676,554
Cash and cash equivalents at end of period	$	187,618,419

Supplemental disclosures
Interest payments	$	305,030

See accompanying notes.

Tennenbaum Opportunities Fund V, LLC

(A Delaware Limited Liability Company)

Notes to Consolidated Financial Statements (Unaudited)

June 30, 2010

1. Organization and Nature of Operations

Tennenbaum Opportunities Fund V, LLC (the “Company”), a Delaware Limited Liability Company, is registered as a nondiversified, closed-end management investment company under the Investment Company Act of 1940 (the “1940 Act”). The Company has elected to be treated as a regulated investment company (“RIC”) for U.S. federal income tax purposes. As a RIC, the Company will not be taxed on its income to the extent that it distributes such income each year and satisfies other applicable income tax requirements. The Company was formed to acquire a portfolio of investments consisting primarily of bank loans, distressed debt, stressed high yield debt, mezzanine investments and public equities. The stated objective of the Company is to achieve high total returns while minimizing losses.

The Company’s investment operations commenced on October 10, 2006. On December 15, 2006, the Company contributed substantially all of its assets to Tennenbaum Opportunities Partners V, LP, a Delaware Limited Partnership (the “Partnership”), in exchange for 100% of the Partnership’s common limited partner interests in a non-taxable transaction. The Partnership is also registered as a nondiversified, closed-end management investment company under the 1940 Act, but has elected to be treated as a partnership for U.S. federal income tax purposes. Following the asset transfer, all portfolio activity has been conducted by and in the Partnership.

These consolidated financial statements include the accounts of the Company and the Partnership. All significant intercompany transactions and balances have been eliminated in the consolidation.

The General Partner of the Partnership is SVOF/MM, LLC (“SVOF/MM”). The managing member of SVOF/MM is Tennenbaum Capital Partners, LLC (“TCP”), which serves as the Investment Manager of both the Company and the Partnership. Babson Capital Management LLC serves as Co-Manager of both the Company and the Partnership. Substantially all of the equity interests in the General Partner are owned directly or indirectly by TCP, Babson Capital Management LLC and employees of TCP. The Company, the Partnership, TCP, SVOF/MM and their members and affiliates may be considered related parties.

Company management consists of the Investment Manager and the Board of Directors. Partnership management consists of the General Partner and the Board of Directors. The Investment Manager and the General Partner direct and execute the day-to-day operations of the Company and the Partnership, respectively, subject to oversight from the respective Board of Directors, which sets the broad policies of the Company and performs certain functions required by the 1940 Act in the case of the Partnership. The Board of Directors of the Partnership has delegated investment management of the Partnership’s assets to the Investment Manager and the Co-Manager. Each Board of Directors consists of three persons, two of whom are independent. If the Company or the Partnership has preferred equity interests outstanding, as each currently does, the holders of the preferred interests voting separately as a class will be entitled to elect

Tennenbaum Opportunities Fund V, LLC

(A Delaware Limited Liability Company)

Notes to Consolidated Financial Statements (Unaudited) (Continued)

June 30, 2010

1. Organization and Nature of Operations (continued)

two of the Directors. The remaining directors will be subject to election by holders of the common interests and preferred interests voting together as a single class.

Company Structure

Total maximum capitalization of the consolidated Company is approximately $1.91 billion, consisting of $1.105 billion of common equity commitments, $369 million of preferred limited partner interests in the Partnership (the “Series A Preferred”), $436 million under a senior secured revolving credit facility issued by the Partnership (the “Senior Facility”) and $280,000 in Series Z preferred shares of the Company. The contributed common equity, preferred equity and the amount drawn under the Senior Facility are used to purchase Partnership investments and to pay certain fees and expenses of the Partnership and the Company. Most of the cash and investments of the Partnership are included in the collateral for the Senior Facility.

The Company will liquidate and distribute its assets and will be dissolved on October 10, 2016, subject to up to two one-year extensions if requested by the Investment Manager and approved by the outstanding common shares. The Partnership will liquidate and distribute its assets and will be dissolved on October 10, 2016, subject to up to two one-year extensions if requested by the General Partner and approved by the Company as the holder of the common limited partner interests in the Partnership. However, the Operating Agreement and Partnership Agreement will prohibit liquidation of the Company and the Partnership, respectively, prior to October 10, 2016 if the Series A Preferred are not redeemed in full prior to such liquidation.

Common Equity

Investors committed to purchase $1.105 billion of the Company’s common shares on dates specified by the Company over a period ending on or prior to April 10, 2009. The Company accepted initial commitments of $725 million in October of 2006 (the “First Close”) and received 20% of this initial commitment at its inception of operations on October 10, 2006. The Company accepted additional commitments of $260 million on February 22, 2007 (the “Second Close”), and received an initial 20% of these additional commitments on or about February 26, 2007. The Company accepted a final commitment of $120 million on or about July 2, 2007 (the “Third Close”), and received an initial 20% of this third commitment on or about July 6, 2007. The Company has called and received the remainder of the common shareholder commitments as follows:

Tennenbaum Opportunities Fund V, LLC

(A Delaware Limited Liability Company)

Notes to Consolidated Financial Statements (Unaudited) (Continued)

June 30, 2010

1. Organization and Nature of Operations (continued)

Call Date	Share Issuance Date	Percent of Commitment
June 28 / July 2, 2007	August 1, 2007		10	%
July 27, 2007	August 31, 2007		20	%
November 29, 2007	January 2, 2008		10	%
December 28, 2007	February 1, 2008		10	%
July 31, 2008	November 3, 2008		10	%
October 10, 2008	December 15, 2008		10	%
January 2, 2009	February 2, 2009		10	%

In order to ensure that the appropriate portion of the organizational, offering and operational expenses (excluding interest and preferred dividends) of the Company and the Partnership through the dates of the Second Close and the Third Close (each, a “Close”) was borne by the subscribers to the respective Close, the price per share of the initial drawdown in respect of the Second Close and the Third Close was net asset value plus a premium of approximately $873.88 and $1,815.34, respectively, and distributions in the aggregate amount of these premia ($308.50 and $148.24 per share, respectively) were declared to the Company’s common shareholders of record prior to the issuance of the new shares in the respective Close. The aggregate effect of the premia received on the net asset value of the Company before the aforementioned distributions is reflected in the Financial Highlights as an increase from capital stock transactions of $456.74 per share, which was entirely offset by the aforementioned distributions.

Preferred Equity Facility

At June 30, 2010, the Partnership had 18,450 Series A preferred limited partner interests (the “Series A Preferred”) issued and outstanding with a liquidation preference of $20,000 per interest. The Series A Preferred are redeemable at the option of the Partnership, subject to certain conditions. Additionally, under certain conditions, the Partnership may be required to either redeem certain of the Series A Preferred or repay indebtedness, at the Partnership’s option. Such conditions would include a failure by the Partnership to maintain adequate collateral as required by its credit facility agreement or by the Statement of Preferences of the Series A Preferred, or a failure by the Partnership to maintain sufficient asset coverage as required by the 1940 Act. At June 30, 2010, the Partnership was in full compliance with such requirements. The Series A Preferred accrue dividends at an annual rate equal to LIBOR plus 0.65%, or in the case of any holders of Series A Preferred that are CP Conduits (as defined in the leveraging documents), the higher of (i) LIBOR plus 0.65% or (ii) the CP Conduit’s cost of funds rate plus 0.65%, subject to certain limitations and adjustments.

Tennenbaum Opportunities Fund V, LLC

(A Delaware Limited Liability Company)

Notes to Consolidated Financial Statements (Unaudited) (Continued)

June 30, 2010

2. Summary of Significant Accounting Policies

Basis of Presentation

The consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). The following is a summary of the significant accounting policies of the Company and the Partnership.

Use of Estimates

The preparation of the financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements as well as the reported amounts of revenues and expenses during the reporting period. Although management believes these estimates and assumptions to be reasonable, actual results could differ from those estimates.

Investment Valuation

All of the Company’s investments are generally held by the Partnership. Management values investments held by the Partnership at fair value based upon the principles and methods of valuation set forth in policies adopted by the Partnership’s Board of Directors and in conformity with procedures set forth in the Senior Facility and Statement of Preferences for the Series A Preferred. Fair value is generally defined as the amount for which an investment would be sold in an orderly transaction between market participants at the measurement date.

Investments listed on a recognized exchange or market quotation system, whether U.S. or foreign, are valued for financial reporting purposes as of the last business day of the reporting period using the closing price on the date of valuation. Liquid investments not listed on a recognized exchange or market quotation system are priced by a nationally recognized pricing service or by using quotations from broker-dealers. Investments not priced by a pricing service or for which market quotations are either not readily available or are determined to be unreliable are valued by one or more independent valuation services or, for investments aggregating less than 5% of the total capitalization of the Partnership, by the Investment Manager.

Fair valuations of investments are determined under guidelines adopted by the Partnership’s Board of Directors, and are subject to their approval. Generally, to increase objectivity in valuing the Partnership’s investments, the Investment Manager will utilize external measures of value, such as public markets or third-party transactions, whenever possible. The Investment Manager’s valuation is not based on long-term work-out value, immediate liquidation value, nor incremental value for potential changes that may take place in the future. The values assigned to

Tennenbaum Opportunities Fund V, LLC

(A Delaware Limited Liability Company)

Notes to Consolidated Financial Statements (Unaudited) (Continued)

June 30, 2010

2. Summary of Significant Accounting Policies (continued)

investments that are valued by the Investment Manager are based on available information and do not necessarily represent amounts that might ultimately be realized, as these amounts depend on future circumstances and cannot reasonably be determined until the individual investments are actually liquidated. The foregoing policies apply to all investments, including those in companies and groups of affiliated companies aggregating more than 5% of the Partnership’s assets.

Investments of the Partnership may be categorized based on the types of inputs used in valuing such investments. The level in the GAAP valuation hierarchy in which an investment falls is based on the lowest level input that is significant to the valuation of the investment in its entirety. Transfers between levels are recognized as of the beginning of the reporting period. At June 30, 2010, the investments of the Partnership were categorized as follows:

Level	Basis for Determining Fair Value	Bank Debt		Other Corporate Debt		Equity Securities
1	Quoted prices in active markets for identical assets	$	-	$	-	$	8,131,510
2	Other observable market inputs*		336,324,349		366,309,036		8,582,031
3	Independent third-party pricing sources that employ significant unobservable inputs		310,880,756		79,698,127		78,156,996
3	Internal valuations with significant unobservable inputs		19,588,566		-		9,510,573
Total		$	666,793,671	$	446,007,163	$	104,381,110

* E.g. quoted prices in inactive markets or quotes for comparable instruments

Tennenbaum Opportunities Fund V, LLC

(A Delaware Limited Liability Company)

Notes to Consolidated Financial Statements (Unaudited) (Continued)

June 30, 2010

2. Summary of Significant Accounting Policies (continued)

Changes in investments categorized as Level 3 during the six months ended June 30, 2010 were as follows:

	Independent Third Party Valuation
	Bank Debt			Other Corporate Debt			Equity Securities
Beginning balance	$	282,922,138		$	109,280,256		$	65,282,802
Net realized and unrealized gains (losses)		(9,575,119	)		3,450,966			(7,571,533	)
Net acquisitions and dispositions		(7,854,215	)		(19,676,578	)		14,011,800
Net transfers into category		45,387,952			(45,387,952	)		6,704,462
Net transfers out of category		-			32,031,435			(270,533	)
Ending balance	$	310,880,756		$	79,698,127		$	78,156,998

Net change in unrealized gains (losses) during the period on investments still held at period end (included in net realized and unrealized gains/losses, above)	$	(12,760,302	)	$	2,826,387		$	(7,571,533	)

	Investment Manager Valuation
	Bank Debt		Other Corporate Debt			Equity Securities
Beginning balance	$	-	$	235,752		$	14,296,589
Net realized and unrealized gains (losses)		-		-			(12,200,527	)
Net acquisitions and dispositions		19,588,566		(235,752	)		14,118,973
Net transfers into category		-		-			-
Net transfers out of category		-		-			(6,704,462	)
Ending balance	$	19,588,566	$	-		$	9,510,573

Net change in unrealized gains (losses) during the period on investments still held at period end (included in net realized and unrealized gains/losses, above)	$	-	$	-		$	(12,200,527	)

There were no transfers between Level 1 and 2 during the six months ended June 30, 2010. One investment was transferred from Level 2 to Level 3 as trading volumes in that security decreased significantly. Other investments were transferred within Level 3 categories.

Tennenbaum Opportunities Fund V, LLC

(A Delaware Limited Liability Company)

Notes to Consolidated Financial Statements (Unaudited) (Continued)

June 30, 2010

2. Summary of Significant Accounting Policies (continued)

Investment Transactions

The Partnership records investment transactions on the trade date, except for private transactions that have conditions to closing, which are recorded on the closing date. The cost of investments purchased is based upon the purchase price plus those professional fees which are specifically identifiable to the investment transaction. Realized gains and losses on investments are recorded based on the specific identification method, which typically allocates the highest cost inventory to the basis of investments sold.

Cash and Cash Equivalents

Cash consists of amounts held in accounts with brokerage firms and the custodian bank. Cash equivalents consist of highly liquid investments with an original maturity of three months or less. For purposes of reporting cash flows, cash consists of the cash held with brokerage firms and the custodian bank, and cash equivalents maturing within 90 days.

Repurchase Agreements

In connection with transactions in repurchase agreements, it is the Partnership’s policy that its custodian take possession of the underlying collateral, the fair value of which is required to exceed the principal amount of the repurchase transaction, including accrued interest, at all times. If the seller defaults, and the fair value of the collateral declines, realization of the collateral by the Partnership may be delayed or limited.

Restricted Investments

The Partnership may invest without limitation in instruments that are subject to legal or contractual restrictions on resale. These instruments generally may be resold to institutional investors in transactions exempt from registration or to the public if the securities are registered. Disposal of these investments may involve time-consuming negotiations and additional expense, and prompt sale at an acceptable price may be difficult. Information regarding restricted investments is included at the end of the Statement of Investments. Restricted investments, including any restricted investments in affiliates, are valued in accordance with the investment valuation policies discussed above.

Foreign Investments

The Partnership may invest in instruments traded in foreign countries and denominated in foreign currencies. At June 30, 2010, the Partnership held foreign currency denominated investments comprising approximately 8.06% of the Partnership’s total investments by fair

Tennenbaum Opportunities Fund V, LLC

(A Delaware Limited Liability Company)

Notes to Consolidated Financial Statements (Unaudited) (Continued)

June 30, 2010

2. Summary of Significant Accounting Policies (continued)

value. Such positions were converted at the closing rate in effect at June 30, 2010 and reported in U.S. dollars. Purchases and sales of investments and income and expense items denominated in foreign currencies, when they occur, are translated into U.S. dollars on the respective dates of such transactions. The Company and the Partnership report that portion of the results of operations resulting from foreign exchange rates on investments separately from the gains or losses arising from changes in market prices of investments held.

Investments in foreign companies and securities of foreign governments may involve special risks and considerations not typically associated with investing in U.S. companies and securities of the U.S. government. These risks include, among other things, revaluation of currencies, less reliable information about issuers, different transactions clearance and settlement practices, and potential future adverse political and economic developments. Moreover, investments in foreign companies and securities of foreign governments and their markets may be less liquid and their prices more volatile than those of comparable U.S. companies and the U.S. government.

Debt Issuance Costs

Costs of approximately $8.5 million were incurred in 2006 in connection with placing the Partnership’s Senior Facility. These costs were deferred and are being amortized on a straight-line basis over eight years, the estimated life of the Senior Facility. The impact of utilizing the straight-line amortization method versus the effective-interest method is not expected to be material to the operations of the Company or the Partnership.

Equity Placement and Offering Costs

Placement and offering costs in 2006 and 2007 for the Company’s common equity were $1,245,000 and $5,796,512, respectively. $6,853,000 of the costs were charged to paid-in capital and $188,512 of the costs were expensed.

Purchase Discounts

The majority of the Partnership’s high yield and distressed debt investments are purchased at a considerable discount to par as a result of the underlying credit risks and financial results of the issuer, as well as general market factors that influence the financial markets as a whole. GAAP generally requires that discounts on the acquisition of corporate (investment grade) bonds, municipal bonds and treasury bonds be amortized using the effective-interest or constant-yield method. However, GAAP also requires the Partnership to consider the collectability of interest when making accruals. Accordingly, when accounting for purchase discounts, the Partnership recognizes discount accretion income when it is probable that such amounts will be collected and when such amounts can be estimated.

Tennenbaum Opportunities Fund V, LLC

(A Delaware Limited Liability Company)

Notes to Consolidated Financial Statements (Unaudited) (Continued)

June 30, 2010

2. Summary of Significant Accounting Policies (continued)

Income Taxes

The Company intends to comply with the applicable provisions of the Internal Revenue Code of 1986, as amended, pertaining to regulated investment companies and to make distributions of taxable income sufficient to relieve it from substantially all federal income taxes. Accordingly, no provision for income taxes is required in the consolidated financial statements. The Partnership’s income or loss is reported in the partners’ income tax returns. As of June 30, 2010, all tax years of the Company and the Partnership since inception remain subject to examination by federal and state tax authorities. No such examinations are currently pending.

Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from accounting principles generally accepted in the United States. Capital accounts within the financial statements are adjusted at year-end for any permanent book and tax differences. These adjustments have no impact on net assets or the results of operations. Temporary differences are primarily attributable to differing book and tax treatments for the timing of the recognition of gains and losses on certain investment transactions and the timing of the deductibility of certain expenses, and will reverse in subsequent periods.

Cost and unrealized appreciation (depreciation) for U.S. federal income tax purposes of the investments of the Partnership at June 30, 2010 were as follows:

Unrealized appreciation	$	122,756,229
Unrealized depreciation		(203,987,408	)
Net unrealized depreciation		(81,231,179	)

Cost of investments	$	1,298,413,123

Distributions and the net change in accumulated distributions to holders of the Series A Preferred are treated as distributions of ordinary income for federal tax purposes.

3. Allocations and Distributions

Net income and gains of the Partnership are distributed first to the Company until it has received an 8% annual weighted-average return on its undistributed contributed equity, and then to the General Partner of the Partnership until it has received 20% of all cumulative income and gain distributions. 80% of all remaining net income and gain distributions are allocated to the Company, with the remaining 20% allocated to the General Partner. For purposes of determining whether the 8% return to the Company has been exceeded and whether the General Partner has received the catch-up amount, the performance of the Partnership includes the

Tennenbaum Opportunities Fund V, LLC

(A Delaware Limited Liability Company)

Notes to Consolidated Financial Statements (Unaudited) (Continued)

June 30, 2010

3. Allocations and Distributions (continued)

performance of the Company for periods prior to the inception of the Partnership. Net investment income or loss, realized gain or loss on investments and appreciation or depreciation on investments for the period are allocated to the Company and the General Partner in a manner consistent with that used to determine distributions.

Common distributions are generally based on the estimated taxable earnings of the Company and are recorded on the ex-dividend date. The timing of distributions to the Company is determined by the General Partner, which has provided the Investment Manager with criteria for such distributions. The timing and amount to be paid by the Company as a distribution to its shareholders is determined by its Board of Directors, which has provided the Investment Manager with certain criteria for such distributions, and are generally based on amounts received from the Partnership, less any Company expenses and dividends to Series Z Preferred Shareholders. Any net long-term capital gains are distributed at least annually. As of June 30, 2010, the Company had distributed $179,563,371 to the common shareholders since inception.

The Company’s Series Z share dividend rate is fixed at 8% per annum.

4. Management Fees and Other Expenses

The Investment Manager receives an annual management and advisory fee, payable monthly in arrears, equal to 1.5% of the sum of the committed common equity (reduced after the ramp-up by returns of contributed capital), the maximum amount available under the Senior Facility, and the maximum amount of the Series A Preferred, subject to reduction by the amount of the Senior Facility commitment when the Senior Facility is no longer outstanding and the amount of the Series A Preferred when less than $1 million in liquidation preference of preferred securities remains outstanding. In addition to the management fee, the General Partner of the Partnership is entitled to a performance allocation as discussed in Note 3, above. As compensation for its services, the Co-Manager receives a portion of the management fees paid to the Investment Manager. The Co-Manager also receives a portion of any performance allocation paid to the General Partner.

The Company and the Partnership pay all respective expenses incurred in connection with the business of the Company and the Partnership, including fees and expenses of outside contracted services, such as custodian, administrative, legal, audit and tax preparation fees, costs of valuing investments, insurance costs, brokers’ and finders’ fees relating to investments and any other transaction costs associated with the purchase and sale of investments of the Partnership.

Tennenbaum Opportunities Fund V, LLC

(A Delaware Limited Liability Company)

Notes to Consolidated Financial Statements (Unaudited) (Continued)

June 30, 2010

5. Senior Secured Revolving Credit Facility

The Partnership has entered into a credit agreement with certain lenders, which provides for a senior secured revolving credit facility (the “Senior Facility”) pursuant to which amounts may be drawn up to $436 million. The Senior Facility matures December 15, 2014, subject to extension by the lenders at the request of the Partnership for one 364-day period.

Advances under the Senior Facility bear interest at LIBOR or EURIBOR plus 0.35% per annum, except in the case of loans from CP Conduits, which bear interest at the higher of (i) LIBOR or EURIBOR (as applicable) plus 0.35% or (ii) the CP Conduit’s cost of funds plus 0.35%, subject to certain limitations. Short-term advances under the swingline facility bear interest at the LIBOR Market Index Rate plus 0.35% per annum or the main refinancing rate as set by the European Central Bank for such period, plus 0.85% per annum. The weighted average interest rate on outstanding borrowings at June 30, 2010 was 0.79%. In addition to amounts due on outstanding debt, the Senior Facility accrues commitment fees of 0.15% per annum on the unused portion of the Senior Facility, or 0.20% per annum when less than $87,200,000 in borrowings are outstanding. The Senior Facility may be terminated, and any outstanding amounts thereunder may become due and payable, should the Partnership fail to satisfy certain financial or other covenants. As of June 30, 2010, the Partnership was in full compliance with such covenants.

Foreign currency advances are reported in US dollars using the closing rate in effect on the date of valuation. At June 30, 2010, outstanding borrowings included €65,000,000 (US $79,547,000), and interest payable included €1,482 (US $1,814).

6. Commitments, Concentration of Credit Risk and Off-Balance Sheet Risk

The Partnership conducts business with brokers and dealers that are primarily headquartered in New York and Los Angeles and are members of the major securities exchanges. Banking activities are conducted with a firm headquartered in the New York area.

In the normal course of business, the Partnership’s investment activities involve executions, settlement and financing of various transactions resulting in receivables from, and payables to, brokers, dealers and the Partnership’s custodian. These activities may expose the Company and the Partnership to risk in the event such parties are unable to fulfill contractual obligations. Management does not anticipate any material losses from counterparties with whom it conducts business.

Consistent with standard business practice, the Company and the Partnership enter into contracts that contain a variety of indemnifications. The maximum exposure of the Company and the

Tennenbaum Opportunities Fund V, LLC

(A Delaware Limited Liability Company)

Notes to Consolidated Financial Statements (Unaudited) (Continued)

June 30, 2010

6. Commitments, Concentration of Credit Risk and Off-Balance Sheet Risk (continued)

Partnership under these arrangements is unknown. However, the Company and the Partnership expect the risk of loss to be remote.

The Consolidated Statement of Investments includes certain revolving loan facilities held by the Partnership with aggregate unfunded balances of approximately $67.8 million at June 30, 2010. These instruments are reflected at fair value in the Statement of Investments and may be drawn up to the principal amount shown.

7. Related Parties

From time to time the Partnership advances payments to third parties on behalf of the Company which are reimbursable through deductions from distributions to the Company. The Partnership has also recognized liabilities to third parties for equity placement costs of the Company which will be paid out of contributions by the Company.

8. Series Z Preferred Capital

In addition to the Series A Preferred of the Partnership described in Note 1, the Company had 560 Series Z preferred shares authorized, issued and outstanding as of June 30, 2010. The Series Z preferred shares have a liquidation preference of $500 per share plus accumulated but unpaid dividends and pay dividends at an annual rate equal to 8% of liquidation preference. The Series Z preferred shares are redeemable at any time at the option of the Company and may only be transferred with the consent of the Company.

9. Shareholders’ Capital

Issuances of common stock were as follows:

	Six Months Ended June 30, 2010		Year Ended December 31, 2009
Number of shares issued		-		14,954.3637

Gross proceeds from share issuance	$	-	$	110,500,000
Equity placement and offering costs		-		(537,300	)
Net proceeds	$	-	$	109,962,700

Tennenbaum Opportunities Fund V, LLC

(A Delaware Limited Liability Company)

Notes to Consolidated Financial Statements (Unaudited) (Continued)

June 30, 2010

10. Financial Highlights

	Six Months
	Ended												October 10, 2006
	June 30, 2010			Year Ended December 31,									(Inception) to
	(Unaudited)			2009			2008			2007			December 31, 2006

Per Common Share(1)
Net asset value, beginning of year	$	12,009.93		$	7,317.59		$	15,376.96		$	20,038.77		$	20,000.00

Equity placement costs charged to paid-in capital		-			(6.86	)		(18.62	)		(355.40	)		(10.34	)

Investment operations:
Net investment income		594.02			1,022.14			1,095.15			(666.61	)		(111.27	)
Net realized and unrealized gain (loss)		319.81			4,688.68			(8,186.72	)		(2,506.47	)		164.16
Dividends on Series A preferred equity facility		(22.38	)		(50.27	)		(104.90	)		(79.02	)		-
Distributions to Series Z preferred shareholders		(0.29	)		-			(0.95	)		-			-
Net change in accumulated dividends on Series
A preferred equity facility		(0.35	)		9.72			5.96			(74.10	)		(3.07	)
Net change in reserve for dividends to Series Z
preferred shareholders		0.14			(0.29	)		0.51			(1.36	)		(0.71	)

Total from investment operations		890.95			5,669.98			(7,190.95	)		(3,327.56	)		49.11

Net increase from capital stock transactions		-			-			-			456.74			-

Distributions to common shareholders from:
Net investment income		(536.48	)		(970.78	)		(849.80	)		-			-
Returns of capital		-			-			-			(1,435.59	)		-

Net asset value, end of year	$	12,364.40		$	12,009.93		$	7,317.59		$	15,376.96		$	20,038.77

Return on invested assets (2), (3)		7.2	%		58.9	%		(32.0	)%		(3.3	)%		3.2	%

Total return to common shareholders (2), (4)		7.1	%		81.6	%		(51.2	)%		(19.2	)%		0.2	%

Ratios to average common equity: (5), (6)
Net investment income (loss)		9.7	%		11.2	%		8.7	%		0.1	%		(3.3	)%
Expenses		3.8	%		4.9	%		7.9	%		11.7	%		14.3	%
Expenses and General Partner allocation		3.8	%		4.9	%		7.9	%		11.7	%		14.3	%

Ending common shareholder equity	$	967,982,102		$	940,230,903		$	463,448,012		$	694,367,823		$	145,281,047
Portfolio turnover rate (2)		29.1	%		48.3	%		61.5	%		42.7	%		6.1	%
Weighted-average debt outstanding	$	78,000,490		$	119,602,754		$	347,492,137		$	125,714,977		$	4,253,012
Weighted-average interest rate		0.8	%		1.3	%		3.8	%		5.5	%		5.7	%
Weighted-average number of shares		78,287.8060			78,246.8351			50,800.8348			19,776.0839			7,250.0000
Average debt per share (7)	$	996		$	1,529		$	6,840		$	6,357		$	587

Tennenbaum Opportunities Fund V, LLC

(A Delaware Limited Liability Company)

Notes to Consolidated Financial Statements (Unaudited) (Continued)

June 30, 2010

10. Financial Highlights (continued)


Annualized Inception to Date Performance Data as of June 30, 2010:
Return on invested assets (3)		4.2%
Internal rate of return (8)		1.6%

(1)	Per share changes in net asset value are computed based on the actual number of shares subscribed and outstanding during the time in which such activity occurred.

(2)	Not annualized for periods of less than one year.

(3)	Return on invested assets is a time-weighted, geometrically linked rate of return and excludes cash and cash equivalents.

(4)	Returns (net of dividends on the preferred equity facility, allocations to the General Partner, and fund expenses, including financing costs and management fees) calculated on a monthly geometrically linked, time-weighted basis.

(5)	Annualized for periods of less than one year, except for allocations to the General Partner.

(6)

These ratios included interest expense but do not reflect the effect of dividend payments on the preferred equity facility. The ratio of expenses to average common shareholder equity is higher in earlier periods, and net investment income to average common shareholder equity is reduced, due to the Company's relatively smaller capital base while the Company was ramping up.

(7)	Includes subscribed shares.

(8)

Returns are net of dividends on the preferred equity facility, allocations to the General Partner and fund expenses, including financing costs and management fees. Internal rate of return (“IRR”) is the imputed annual return over an investment period and, mathematically, is the rate of return at which the discounted cash flows equal the initial cash outlays. The internal rate of return presented assumes liquidation of the fund at net asset value as of the balance sheet date, and is reduced in earlier periods due to the equity placement and offering costs that were charged to paid-in capital and the organizational costs that were expensed at the inception of the Company.

Tennenbaum Opportunities Fund V, LLC

(A Delaware Limited Liability Company)

Consolidated Schedule of Restricted Securities of Unaffiliated Issuers (Unaudited)

June 30, 2010

Investment	Acquisition Date	Cost

Alion Science & Technology Corporation, Senior Secured Notes, 10% Cash + 2% PIK,
due 11/1/14	3/10/10	$	9,484,983
Bally Total Fitness Holding Corporation, Common Stock	4/30/10		13,422,993
Bally Total Fitness Holding Corporation, Warrants	4/30/10		-
Clearwire Communications LLC, Senior Secured Notes, 12%, due 12/1/15	11/24/09		7,226,382
Doral Financial Corporation, Non-Contingent Offered Preferred Stock Shares	4/19/10		1,512,000
Doral GP Ltd., GP Interest	7/12/07		225
Doral Holdings, LP Interest	7/12/07		24,911,825
Encompass Digital Media Group, Inc., Common Stock	1/15/10		3,179,500
ESP Holdings, Inc., 15% PIK, Preferred Stock	10/7/09		30,976
ESP Holdings, Inc., Common Stock	10/7/09		6,414
ESP Holdings, Inc., Junior Unsecured Subordinated Promissory Notes, 18% PIK, due 3/31/15	10/7/09		396,706
GSI Group Corporation, Senior Notes, 11%, due 8/20/13	8/20/08		18,592,437
GSI Group, Inc., Common Stock	8/20/08		3,030,191
GXS Holdings, Inc., Common Stock	3/28/08		2,510,633
GXS Holdings, Inc., Series A Preferred Stock	3/28/08		100,425
Hawaiian Telcom Communications, Senior FRN, LIBOR + 5.5%, due 5/1/13	Various 2008		5,025,972
Integra Telecom, Inc. Common Stock	11/19/09		69,682,110
Integra Telecom, Inc. Warrants	11/19/09		171,996
ITC^DeltaCom, Inc., Common Stock	Var. 2008 & 2009		621,900
ITC Deltacom Inc., Senior Secured Notes, 10.5%, due 4/1/16	4/9/10		17,780,617
MSX International, Inc., Senior Secured 2nd Lien Notes, 12.5%, due 4/1/12	Various 2010		17,142,810
NEF Kamchia Co-Investment Fund, LP Interest	7/31/07		8,982,701
Real Mex Restaurants, Inc., Senior Secured Notes, 14%, due 1/1/13	Various 2010		27,093,921
Terremark Worldwide, Inc., Senior Secured Notes, 12%, due 6/15/17	6/17/09		1,781,860
Tropicana Entertainment, Inc., Common Stock	3/8/10		9,612,500
United Air Lines, Inc., Aircraft Secured Mortgage (N508UA), 20%, due 8/25/16	8/26/09		2,336,525
United Air Lines, Inc., Aircraft Secured Mortgage (N510UA), 20%, due 9/26/16	8/27/09		5,294,308
United Air Lines, Inc., Aircraft Secured Mortgage (N512UA), 20%, due 10/26/16	8/27/09		5,302,017
United Air Lines, Inc., Aircraft Secured Mortgage (N530UA), 20%, due 11/25/13	8/26/09		2,163,614
United Air Lines, Inc., Aircraft Secured Mortgage (N536UA), 16%, due 8/21/14	12/21/09		4,994,798
United Air Lines, Inc., Aircraft Secured Mortgage (N545UA), 16%, due 7/17/15	12/17/09		5,925,385
United Air Lines, Inc., Aircraft Secured Mortgage (N585UA), 20%, due 10/25/16	8/26/09		6,225,361
United Air Lines, Inc., Equipment Trust Beneficial Interests (N510UA)	8/27/09		1,296,911
United Air Lines, Inc., Equipment Trust Beneficial Interests (N512UA)	8/27/09		1,289,203
United Air Lines, Inc., Equipment Trust Beneficial Interests (N536UA)	12/21/09		1,564,981
United Air Lines, Inc., Equipment Trust Beneficial Interests (N545UA)	12/17/09		1,692,534
United Air Lines, Inc., Equipment Trust Beneficial Interests (N585UA)	8/26/09		1,513,717
Zayo Group, LLC, 1st Lien Senior Secured Notes, 10.25%, due 3/15/17	Various 2010		10,933,453

Tennenbaum Opportunities Fund V, LLC

(A Delaware Limited Liability Company)

Consolidating Statement of Assets and Liabilities (Unaudited)

June 30, 2010

	Tennenbaum			Tennenbaum						Tennenbaum
	Opportunities			Opportunities						Opportunities
	Fund V, LLC			Partners V, LP						Fund V, LLC
	Standalone			Standalone			Eliminations			Consolidated
Assets
Investments, at fair value:
Unaffiliated issuers	$	-		$	1,039,709,159		$	-		$	1,039,709,159
Affiliates		-			177,472,785			-			177,472,785
Total investments		-			1,217,181,944			-			1,217,181,944

Investments in subsidiary		968,013,223			-			(968,013,223	)		-
Cash and cash equivalents		-			187,618,419			-			187,618,419
Receivable for open trades		-			18,626,376			-			18,626,376
Accrued interest income:
Unaffiliated issuers		-			33,832,223			-			33,832,223
Affiliates		-			244,438			-			244,438
Deferred debt issuance costs		-			4,832,920			-			4,832,920
Receivable from subsidiary		751,978			-			(751,978	)		-
Prepaid expenses and other assets		119,127			265,337			-			384,464
Total assets		968,884,328			1,462,601,657			(968,765,201	)		1,462,720,784

Liabilities
Credit facility payable		-			79,547,000			-			79,547,000
Payable for investments purchased		-			41,006,739			-			41,006,739
Management and advisory fees payable		-			2,387,500			-			2,387,500
Equity placement costs payable		543,163			-			-			543,163
Interest payable		-			1,814			-			1,814
Payable to parent		-			751,978			(751,978	)		-
Accrued expenses and other liabilities		66,737			963,745			-			1,030,482
Total liabilities		609,900			124,658,776			(751,978	)		124,516,698

Preferred equity
Series A preferred limited partner interests;
$20,000/interest liquidation preference; 25,000
interests authorized, 18,450 interests issued and
outstanding		-			369,000,000			-			369,000,000
Accumulated dividends on Series A preferred limited
partner interests		-			929,658			-			929,658
Series Z preferred stock; $500/share liquidation preference;
560 shares authorized, issued and outstanding		280,000			-			-			280,000
Accumulated dividends on Series Z preferred stock		12,326			-			-			12,326
Total preferred equity		292,326			369,929,658			-			370,221,984

Minority interest
General partner interest in Tennenbaum
Opportunities Partners V, LP		-			-			-			-
											-
Net assets applicable to common shareholders	$	967,982,102		$	968,013,223		$	(968,013,223	)	$	967,982,102

Composition of net assets applicable to common
shareholders
Common stock	$	78		$	-		$	-		$	78
Paid-in capital in excess of par		1,079,663,785			-			-			1,079,663,785
Paid-in capital		-			1,081,728,330			(1,081,728,330	)		-
Accumulated losses		(111,669,435	)		(113,715,107	)		113,715,107			(111,669,435	)
Accumulated dividends to Series Z preferred
shareholders		(12,326	)		-			-			(12,326	)
Net assets applicable to common shareholders	$	967,982,102		$	968,013,223		$	(968,013,223	)	$	967,982,102

Tennenbaum Opportunities Fund V, LLC

(A Delaware Limited Liability Company)

Consolidating Statement of Operations (Unaudited)

Six Months Ended June 30, 2010

	Tennenbaum			Tennenbaum						Tennenbaum
	Opportunities			Opportunities						Opportunities
	Fund V, LLC			Partners V, LP						Fund V, LLC
	Standalone			Standalone			Eliminations			Consolidated
Investment income
Interest income	$	-		$	56,691,632		$	-		$	56,691,632
Other income		-			8,195,841			-			8,195,841
Total interest and related investment income		-			64,887,473			-			64,887,473

Operating expenses
Management and advisory fees		-			14,325,000			-			14,325,000
Portfolio asset depreciation		-			1,699,471			-			1,699,471
Amortization of deferred debt issuance costs		-			530,634			-			530,634
Commitment fees		-			357,566			-			357,566
Legal fees, professional fees and due diligence expenses		4,733			462,070			-			466,803
Interest expense		-			305,142			-			305,142
Insurance expense		74,042			148,101			-			222,143
Director fees		31,702			54,798			-			86,500
Custody fees		-			88,000			-			88,000
Other operating expenses		45,857			255,847			-			301,704
Total expenses		156,334			18,226,629			-			18,382,963

Net investment income (loss)		(156,334	)		46,660,844			-			46,504,510

Net realized and unrealized gain
Net realized gain		-			25,167,640			-			25,167,640
Net change in net unrealized depreciation		69,918,795			(129,843	)		(69,918,795	)		(129,843	)
Net realized and unrealized gain		69,918,795			25,037,797			(69,918,795	)		25,037,797

Dividends paid on Series A preferred equity facility		-			(1,752,223	)		-			(1,752,223	)
Dividends paid to Series Z preferred shareholders		(22,400	)		-			-			(22,400	)
Net change in accumulated dividends on
Series A preferred equity facility		-			(27,623	)		-			(27,623	)
Net change in reserve for distributions to
Series Z preferred shareholders		11,138			-			-			11,138

Net increase in net assets applicable to common
shareholders resulting from operations	$	69,751,199		$	69,918,795		$	(69,918,795	)	$	69,751,199

Tennenbaum Opportunities Fund V, LLC

(A Delaware Limited Liability Company)

Approval of Investment Management Agreements

(Unaudited)

On May 5, 2010, the Boards of Directors of the Company and the Partnership, including the “non-interested” Directors (the “Independent Directors”), voted to approve the respective Investment Management Agreement and Co-Management Agreement of the Company and the Partnership (each a “Management Agreement” and collectively, the “Management Agreements”) for an additional one-year term.

In considering whether to recommend re-approval of the Management Agreements, the Independent Directors reviewed materials provided by the Investment Manager, the Co-Manager, fund counsel and independent counsel. The Directors also met with senior personnel of the Investment Manager and discussed a number of topics affecting their determination, including the following.

(i) The nature, extent and quality of services provided by the Investment Manager and Co-Manager. The Independent Directors reviewed the services that the Investment Manager and Co-Manager provide to the Company and the Partnership. The Independent Directors noted the comprehensive range of such services and that the Investment Manager had developed reporting, valuation and other procedures that were customized to the specialized natures of the Company and the Partnership, and that the Investment Manager had expertise in administering such procedures. In addition, the Independent Directors considered the size, education, background and experience of the Investment Manager’s and Co-Manager’s staff. They also took into consideration the Investment Manager’s and Co-Manager’s quality of service and noted their longevity in the industry. Lastly, the Independent Directors reviewed the Investment Manager’s ability to attract and retain quality and experienced personnel. The Independent Directors concluded that the scope of services expected to be provided by the Investment Manager and Co-Manager to the Company and the Partnership and the experience and expertise of the personnel performing such services was consistent with the nature, extent and quality expected of an Investment Manager of investment vehicles such as the Company and the Partnership.

(ii) Investment performance of the Company, the Partnership and the Investment Manager. The Independent Directors reviewed the past investment performance of the Company and the Partnership and other funds for which the Investment Manager provides investment advisory services, both on an absolute basis and as compared to other funds that had invested in similar investments, as well as general market indices, and the Independent Directors noted that the Company and the Partnership had performed satisfactorily.

Tennenbaum Opportunities Fund V, LLC

(A Delaware Limited Liability Company)

Approval of Investment Management Agreements (Continued)

(Unaudited)

(iii) Cost of the services provided and profits realized by the Investment Manager from the relationship with the Company and the Partnership. The Independent Directors considered the cost of the services provided by the Investment Manager. As part of their analysis, the Independent Directors gave substantial consideration to the compensation payable to the Investment Manager, the terms of which are summarized in the footnotes to the financial statements included in this report. The Independent Directors also noted the types of expenses for which the Company and the Partnership on the one hand, or the Investment Manager and Co-Manager on the other, are responsible. In reviewing the management compensation, the Independent Directors considered the management fees and operating expense ratios of other registered and non-registered funds managed by the Investment Manager and by other managers that had somewhat comparable investment programs. The Independent Directors also noted that the compensation provisions had been subject to extensive discussion with several of the large institutional investors in the Company and the Partnership.

The Independent Directors also reviewed information regarding the profitability to the Investment Manager of its relationship with the Company and the Partnership and information on the financial condition of the Investment Manager. The Independent Directors noted that the Investment Manager and Co-Manager and their affiliates did not receive revenues from any other source, such as brokerage commissions or origination fees, in relation to the Company and the Partnership. The Independent Directors found that the profits realized by the Investment Manager from its relationship with the Company and the Partnership were reasonable and consistent with the Investment Manager’s fiduciary duties. The Independent Directors noted that the Co-Manager was unable to provide the Directors with the information requested on the profitability to the Co-Manager of its relationship with the Company and the Partnership. The Independent Directors also found that the Investment Manager and Co-Manager each had the financial resources necessary to continue to carry out their respective functions.

The Independent Directors concluded that the management and performance fees for the Investment Manager and Co-Manager were reasonable.

(iv) The extent to which economies of scale would be realized as the Company and the Partnership grow and whether fee levels would reflect such economies of scale. In light of the Company’s and the Partnership’s predetermined sizes and policies of distributing all realized income, the Independent Directors determined that the possibility of economies of scale was not relevant with respect to the current structures of the Company and the Partnership and accordingly did not consider whether fee levels would reflect any economies of scale.

In considering the Management Agreements, no single factor was determinative to the decision of the Directors. Rather, after weighing all of the reasons discussed above, the Independent Directors unanimously recommended re-approval of each of the Management Agreements.

ITEM 2.

CODE OF ETHICS.

Not applicable for filing of Semiannual Reports to Shareholders.

ITEM 3.

AUDIT COMMITTEE FINANCIAL EXPERT.

Not applicable for filing of Semiannual Reports to Shareholders.

ITEM 4.

PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Not applicable for filing of Semiannual Reports to Shareholders.

ITEM 5.

AUDIT COMMITTEE OF LISTED REGISTRANTS.

Not applicable.

ITEM 6.

SCHEDULE OF INVESTMENTS

Included in Semiannual Shareholder Report in Item 1.

ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Not applicable for filing of Semiannual Reports to Shareholders.

ITEM 8.

PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT COMPANIES.

Not applicable for filing of Semiannual Reports to Shareholders.

ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS.

None.

ITEM 10.

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

None.

ITEM 11.

CONTROLS AND PROCEDURES.

(a) The Registrant’s Chief Executive Officer and Chief Financial Officer have evaluated the Registrant’s disclosure controls and procedures within 90 days of this filing and have concluded that the Registrant’s disclosure controls and procedures were effective, as of that date, in ensuring that information required to be disclosed by the Registrant in this Form N-CSR was recorded, processed, summarized, and reported in a timely manner.

(b) None.

ITEM 12.

EXHIBITS.

(a) (1) Not applicable for filing of Semiannual Reports to Shareholders.

(a) (2) Certification pursuant to Rule 30a-2(a) under the Investment Company Act of 1940 (17 CFR 270.30a-2(a)) is filed and attached hereto as Exhibit 99.CERT.

(a) (3) Not applicable.

(b) Certification pursuant to Rule 30a-2(b) under the Investment Company Act of 1940 (17 CFR 270.30a-2(b)) is furnished and attached hereto as Exhibit 99.906CERT.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Tennenbaum Opportunities Fund V, LLC

By:	/s/ Hugh Steven Wilson

——–——–——–——–——–——–

Name:	Hugh Steven Wilson
Title:	Chief Executive Officer
Date:	September 7, 2010

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

By:	/s/ Hugh Steven Wilson

——–——–——–——–——–——–

Name:	Hugh Steven Wilson
Title:	Chief Executive Officer
Date:	September 7, 2010

By:	/s/ Paul L. Davis

——–——–——–——–——–——–

Name:	Paul L. Davis
Title:	Chief Financial Officer
Date:	September 7, 2010

EX-99.CERT 2 v196061_ex99-cert.htm Unassociated Document

Exhibit EX-99.CERT

I, Hugh Steven Wilson, certify that:

1. I have reviewed this report on Form N-CSR of Tennenbaum Opportunities Fund V, LLC;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: September 7, 2010

/s/ Hugh Steven Wilson

Hugh Steven Wilson

Chief Executive Officer

I, Paul L. Davis, certify that:

1. I have reviewed this report on Form N-CSR of Tennenbaum Opportunities Fund V, LLC;

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: September 7, 2010

/s/ Paul L. Davis

Paul L. Davis

Chief Financial Officer

EX-99.906CERT 3 v196061_ex99-906cert.htm

Exhibit EX-99.906CERT

Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the attached Report of Tennenbaum Opportunities Fund V, LLC (the “Fund”) on Form N-CSR to be filed with the Securities and Exchange Commission (the “Report”), each of the undersigned officers of the Fund do each hereby certify that, to the best of such officer’s knowledge:

1. The Report fully complies with the requirements of 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Fund as of, and for, the periods presented in the Report.

Dated: September 7, 2010

/s/ Hugh Steven Wilson

Hugh Steven Wilson

Chief Executive Officer

Dated: September 7, 2010

/s/ Paul L. Davis

Paul L. Davis

Chief Financial Officer