N-CSRS 1 tm2134358d3_ncsrs.htm N-CSRS

 

 

 

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              811-23290                

 

NB Crossroads Private Markets Fund V (TI) LP

(Exact name of registrant as specified in charter)

 

325 North Saint Paul Street

49th Floor

Dallas, TX 75201

(Address of principal executive offices) (Zip code)

 

James Bowden, Chief Executive Officer and President

Neuberger Berman Investment Advisers LLC

53 State Street

Boston, MA 02109

(Name and address of agent for service)

 

Registrant’s telephone number, including area code:          (212) 476-8800           

 

Date of fiscal year end:     March 31    

 

Date of reporting period:      September 30, 2021     

 

Form N-CSR is to be used by management investment companies to file reports with the Commission not later than 10 days after the transmission to stockholders of any report that is required to be transmitted to stockholders under Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may use the information provided on Form N-CSR in its regulatory, disclosure review, inspection, and policymaking roles.

 

A registrant is required to disclose the information specified by Form N-CSR, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-CSR unless the Form displays a currently valid Office of Management and Budget ("OMB") control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to Secretary, Securities and Exchange Commission, 100 F Street, NE, Washington, DC 20549. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. § 3507.

 

 

 

 

 

Item 1. Reports to Stockholders.

 

NB Crossroads Private Markets Fund V (TI) LP

 

Financial Statements

 

(Unaudited)

 

For the six months ended September 30, 2021

 

 

 

NB Crossroads Private Markets Fund V (TI) LP

For the six months ended September 30, 2021

 

Index  Page No.
    
FINANCIAL INFORMATION (Unaudited)   
    
Statement of Assets, Liabilities and Partners’ Capital – Net Assets  1
    
Statement of Operations  2
    
Statement of Changes in Partners’ Capital – Net Assets  3
    
Statement of Cash Flows  4
    
Financial Highlights  5
    
Notes to the Financial Statements  6 – 11
    
Supplemental Information  12
    
NB Crossroads Private Markets Fund V Holdings LP Financial Statements (Unaudited)   13 – 35

 

 

 

NB Crossroads Private Markets Fund V (TI) LP

Statement of Assets, Liabilities and Partners’ Capital – Net Assets

As of September 30, 2021 (Unaudited)

 

Assets     
      
Investment in the Master Fund, at fair value  $210,977,966 
Investment in Money Market Fund   1,861,821 
Interest receivable   15 
      
Total Assets  $212,839,802 
      
Liabilities     
      
Distribution and servicing fees payable  $243,035 
Tax preparation fees payable   48,493 
Due to Affiliate   22,060 
Audit fees payable   10,875 
Administration service fees payable   8,500 
Other payables   1,133 
      
Total Liabilities  $334,096 
      
Commitments and contingencies (Note 4)     
      
Partners’ Capital - Net Assets  $212,505,706 
      
Units of Partnership Interests outstanding (unlimited units authorized)   124,029.26 
Net Asset Value Per Unit  $1,713.35 

 

The accompanying notes and attached financial statements of NB Crossroads Private Markets Fund V Holdings LP are an integral part of these financial statements.

 

1

 

 

NB Crossroads Private Markets Fund V (TI) LP

Statement of Operations 

For the six months ended September 30, 2021 (Unaudited)

 

Net Investment Loss Allocated from the Master Fund:     
      
Dividend income  $110,179 
Interest income   109 
Expenses   (1,164,675)
      
Total Net Investment Loss Allocated from the Master Fund   (1,054,387)
      
Fund Income:     
      
Interest income   106 
      
Total Fund Income   106 
      
Fund Expenses:     
      
Distribution and servicing fees   486,071 
Tax preparation fees   63,053 
Administration service fees   17,000 
Audit fees   10,875 
Other expenses   11,353 
      
Total Fund Expenses   588,352 
      
Net Investment Loss   (1,642,633)
      
Net Realized and Change in Unrealized Gain on Investment in the Master Fund (Note 2)
Net realized gain on investment in the Master Fund   11,158,350 
Net change in unrealized appreciation on investment in the Master Fund   43,545,944 
Incentive carried interest   (3,714,316)
      
Net Realized and Change in Unrealized Gain on Investment in the Master Fund   50,989,978 
      
Net Increase in Partners’ Capital – Net Assets Resulting from Operations  $49,347,345 

 

The accompanying notes and attached financial statements of NB Crossroads Private Markets Fund V Holdings LP are an integral part of these financial statements.

 

2

 

 

NB Crossroads Private Markets Fund V (TI) LP

Statement of Changes in Partners’ Capital – Net Assets

 

For the year ended March 31, 2021 (Audited)       

     
   Total Partners 
Partners' committed capital  $194,428,196 
      
Partners' capital at April 1, 2020  $81,859,769 
Capital contributions   29,164,229 
Net investment loss   (3,211,304)
Net realized gain on investment in the Master Fund   4,318,307 
Net change in unrealized depreciation on investment in the Master Fund   52,332,312 
Net change in incentive carried interest   (1,304,952)
Partners' capital at March 31, 2021  $163,158,361 

 

For the six months ended September 30, 2021 (Unaudited) 

     
   Total Partners 
Partners' committed capital  $194,428,196 
      
Partners' capital at April 1, 2021  $163,158,361 
Net investment loss   (1,642,633)
Net realized gain on investment in the Master Fund   11,158,350 
Net change in unrealized appreciation on investment in the Master Fund   43,545,944 
Net change in incentive carried interest   (3,714,316)
Partners' capital at September 30, 2021  $212,505,706 

 

The accompanying notes and attached financial statements of NB Crossroads Private Markets Fund V Holdings LP are an integral part of these financial statements.

 

3

 

 

NB Crossroads Private Markets Fund V (TI) LP

Statement of Cash Flows 

For the six months ended September 30, 2021 (Unaudited)

 

CASH FLOWS FROM OPERATING ACTIVITIES     
      
Net change in Partners’ Capital – Net Assets resulting from operations  $49,347,345 
Adjustments to reconcile net change in Partners’ Capital – Net Assets resulting from operations to net cash used in operating activities:     
Contributions to the Master Fund   (1,944,282)
Change in fair value of investment in the Master Fund   (49,935,591)
Reclassification to short term investment   (1,861,821)
Changes in assets and liabilities related to operations     
(Increase) decrease in interest receivable   31 
Increase (decrease) in tax preparation fees payable   9,699 
Increase (decrease) in due to Affiliate   (40,096)
Increase (decrease) in audit fees payable   (10,875)
Increase (decrease) in other payables   (2,714)
      
Net cash provided by (used in) operating activities   (4,438,304)
      
CASH FLOWS FROM FINANCING ACTIVITIES     
      
Contributions from Partners   6,250 
      
Net cash provided by (used in) financing activities   6,250 
      
Net change in cash and cash equivalents   (4,432,054)
Cash and cash equivalents at beginning of the period   4,432,054 
      
Cash and cash equivalents at end of the period  $- 

 

The accompanying notes and attached financial statements of NB Crossroads Private Markets Fund V Holdings LP are an integral part of these financial statements.

 

4

 

 

NB Crossroads Private Markets Fund V (TI) LP

Financial Highlights

 

   For the six months ended
September 30, 2021
(Unaudited)		   For the year ended
March 31, 2021		   For the year ended
March 31, 2020		   Period from
May 18, 2018
(Commencement of
Operations) through
March 31, 2019		 
Per Unit Operating Performance (1)                    
                     
NET ASSET VALUE, BEGINNING OF PERIOD  $1,315.48   $869.00   $901.09   $1,000.00 
INCOME FROM INVESTMENT OPERATIONS:                    
Net investment loss   (43.19)   (39.15)   (58.16)   (148.20)
Net realized and unrealized gain on investments   441.06    485.63    26.07    49.29 
Net increase (decrease) in net assets resulting from operations after incentive carried interest   397.87    446.48    (32.09)   (98.91)
                     
DISTRIBUTIONS TO PARTNERS:                    
Net change in Partners’ Capital - Net Assets due to distributions to Partners   -    -    -    - 
NET ASSET VALUE, END OF PERIOD  $1,713.35   $1,315.48   $869.00   $901.09 
TOTAL NET ASSET VALUE RETURN (1), (2), (3)   30.25%   51.38%   (3.56)%   (6.12)%(4)
                     
RATIOS AND SUPPLEMENTAL DATA:                    
Partners' Capital - Net Assets, end of period in thousands (000's)  $212,506   $163,158   $81,860   $24,336 
Ratios to Average Partners' Capital - Net Assets: (5) (6)                    
Expenses   6.14%   4.39%   7.03%   25.84%
Net investment loss   (6.01)%   (4.21)%   (6.31)%   (23.84)%
                     
INTERNAL RATES OF RETURN:                    
Internal Rate of Return (7)   34.35%   24.85%   (8.33)%   (14.46)%
  
(1)Selected data for a unit of TI Fund interest outstanding throughout each period.
(2)Total investment return, based on per unit net asset value, reflects the changes in net asset value based on the effects of organizational costs, the performance of the TI Fund during the period and assumes distributions, if any, were reinvested.  The TI Fund's units are not traded in any market; therefore, the market value total investment return is not calculated.
(3)Total investment return is not annualized.
(4)Total return and the ratios to average Partners' Capital - Net Assets is calculated for the TI Fund taken as a whole. Total return is calculated using a commitment-weighted rate of return methodology based on the timing of closings during the period May 18, 2018 (Commencement of Operations) through March 31, 2019.  As a result, an individual Partner's return may vary from these  returns and ratios based on the timing of their capital transactions.
(5)Ratios include expenses and carried interest allocated from the Master Fund.
(6)For the six months ended September 30, 2021, the ratios are annualized.  For the period May 18, 2018 (Commencement of Operations) through March 31, 2019, the expense and net investment loss ratios are based on a very limited operating period and, as such, may not be meaningful.
(7)The Internal Rate of Return is computed based on the actual dates of the cash inflows and outflows since inception and the ending net assets at the end of the period as of each measurement date. For the period May 18, 2018 (Commencement of Operations) through March 31, 2019, the Internal Rate of Return is based on a limited operating period and, as such, may not be meaningful.

 

The accompanying notes and attached financial statements of NB Crossroads Private Markets Fund V Holdings LP are an integral part of these financial statements.

 

5

 

 

NB Crossroads Private Markets Fund V (TI) LP

Notes to the Financial Statements

September 30, 2021 (Unaudited)

 

1. Organization

 

NB Crossroads Private Markets Fund V (TI) LP (the “TI Fund”) is a non-diversified, closed-end management investment company registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”). The TI Fund was organized as a Delaware limited partnership on July 5, 2017. The TI Fund commenced operations on May 18, 2018 (the “Initial Closing”). The term of the TI Fund will continue until December 31, 2028, the end of the year following the tenth anniversary of the Initial Closing, subject to two one-year extensions which may be approved by the Board of Directors of the TI Fund (the “Board” or the “Board of Directors”). Thereafter, the term of the TI Fund may be extended by consent of a majority-in-interest of its Partners as defined in the TI Fund’s limited partnership agreement (the “Partnership Agreement”).

 

The TI Fund’s investment objective is to provide attractive risk-adjusted returns. The TI Fund pursues its investment objective by investing substantially all of its assets in NB Crossroads Private Markets Fund V Holdings LP (the “Master Fund”). Neither the Master Fund, the TI Fund, nor the Registered Investment Adviser (as defined below) guarantees any level of return or risk on investments and there can be no assurance that the Master Fund or the TI Fund will achieve its investment objective.

 

The financial statements of the Master Fund, including the Master Fund's Schedule of Investments, are attached to this report and should be read in conjunction with the TI Fund's financial statements. The percentage of the Master Fund's partners’ contributed capital owned by the TI Fund at September 30, 2021 was approximately 57.51%.

 

The Board has overall responsibility to manage and supervise the operations of the TI Fund, including the exclusive authority to oversee and to establish policies regarding the management, conduct, and operations of the TI Fund. The Board exercises the same powers, authority and responsibilities on behalf of the TI Fund as are customarily exercised by directors of a typical investment company registered under the Investment Company Act. The Board has engaged Neuberger Berman Investment Advisers LLC (“NBIA” or “Registered Investment Adviser”) and NB Alternatives Advisers LLC (“NBAA” or “Sub-Adviser”) to provide investment advice regarding the selection of the investments and to manage the day-to-day operations of the Master Fund.

 

2. Significant Accounting Policies

 

The TI Fund meets the definition of an investment company and follows the accounting and reporting guidance as issued through Accounting Standards Codification (“ASC”) 946, Financial Services – Investment Companies. The following is a summary of significant accounting policies followed by the TI Fund in the preparation of its financial statements.

 

A. Basis of Accounting

 

The TI Fund’s policy is to prepare its financial statements on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Consequently, income and the related assets are recognized when earned, and expenses and

 

6

 

 

NB Crossroads Private Markets Fund V (TI) LP

Notes to the Financial Statements

September 30, 2021 (Unaudited)

 

the related liabilities are recognized when incurred. The books and records of the TI Fund are maintained in U.S. dollars.

 

B. Use of Estimates

 

The preparation of financial statements in conformity with GAAP 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 and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates and the differences could be material.

 

C. Valuation of Investments

 

The value of the TI Fund's investment in the Master Fund reflects the TI Fund's proportionate interest in the total partners' contributed capital of the Master Fund at September 30, 2021. Valuation of the investments held by the Master Fund is discussed in Note 2 of the Master Fund's financial statements, attached to these financial statements.

 

D. Cash and Cash Equivalents

 

Cash and cash equivalents consist primarily of cash and short term investments which are readily convertible into cash and have an original maturity of three months or less. UMB Bank N.A. serves as the TI Fund’s custodian.

 

Cash and cash equivalents can include deposits in money market accounts, which are classified as Level 1 assets. As of September 30, 2021, the TI Fund held $1,861,821 in an overnight sweep that is deposited into a money market account.

 

E. Investment Gains and Losses

 

The TI Fund records its share of the Master Fund's investment income, expenses, and realized and change in unrealized gains and losses in proportion to the TI Fund's aggregate capital commitment to the Master Fund. The Master Fund's income and expense recognition policies are discussed in Note 2 of the Master Fund's financial statements, attached to these financial statements.

 

F. Income Taxes

 

The TI Fund is a limited partnership that is treated as a partnership for tax reporting. Tax basis income and losses are passed through to Partners and, accordingly, there is no provision for income taxes reflected in these financial statements. The TI Fund has a tax year end of December 31.

 

Differences arise in the computation of Partners’ capital for financial reporting in accordance with GAAP and Partners’ capital for federal and state income tax reporting. These differences are primarily due to the fact that change in unrealized gains and losses are allocated for financial reporting purposes and are not allocated for federal and state income tax reporting purposes.

 

The cost of the TI Fund's investment in the Master Fund for federal income tax purposes is based on amounts reported to the TI Fund on Schedule K-1 from the Master Fund. As of September 30, 2021, the TI Fund had not received information to determine the tax cost of the Master Fund.

 

7

 

 

NB Crossroads Private Markets Fund V (TI) LP

Notes to the Financial Statements

September 30, 2021 (Unaudited)

 

Based on the amount reported to the TI Fund on the Schedule K-1 as of December 31, 2020, and after adjustment for purchases and sales between December 31, 2020 and September 30, 2021 the estimated cost of the TI Fund at September 30, 2021, for federal income tax purposes aggregated $108,630,073. The net and gross unrealized appreciation for federal income tax purposes on the TI Fund’s investment in the Master Fund was estimated to be $102,347,893.

 

The TI Fund files tax returns as prescribed by the tax laws of the jurisdictions in which it operates. In the normal course of business, the TI Fund is subject to examination by federal, state, local and foreign jurisdictions, where applicable. As of December 31, 2020, the tax years that remain subject to examination by the major tax jurisdictions under the statute of limitations is from the year 2018 forward (with limited exceptions). FASB ASC 740-10, Income Taxes requires the Registered Investment Adviser to determine whether a tax position of the Master Fund is more likely than not to be sustained upon examination by taxing authorities, based on the technical merits of the position. For tax positions meeting the more likely than not threshold, the tax amount recognized in the financial statements is reduced by the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement with the relevant taxing authority. The Registered Investment Adviser has reviewed the TI Fund’s tax positions for the current tax year and has concluded that no provision for taxes is required in the TI Fund’s financial statements for the six months ended September 30, 2021. The TI Fund recognizes interest and penalties, if any, related to unrecognized tax liabilities as income tax expense in the Statement of Operations. During the six months ended September 30, 2021, the TI Fund did not incur any interest or penalties.

 

G. Restrictions on Transfers

 

Interests of the TI Fund (“Interests”) are generally not transferable. No Partner may assign, sell, transfer, pledge, hypothecate or otherwise dispose of any of its Interests without the prior written consent of the Board which may be granted or withheld in the Board’s sole discretion, and in compliance with applicable securities and tax laws.

 

H. Fund Expenses

 

The TI Fund bears its own expenses and, indirectly bears a pro rata portion of the Master Fund’s expenses incurred in the course of business on an accrual basis, including, but not limited to, the following: Distribution and Servicing Fees (as defined herein); legal fees; administration; auditing; tax preparation fees; custodial fees; costs of insurance; registration expenses; Independent Directors’ fees (as defined herein); and Advisory Fees (as defined herein).

 

3. Advisory Fee, Distribution and Servicing Fee, Administration Service Fee and Related Party Transactions

 

The Registered Investment Adviser provides investment advisory services to the Master Fund and incurs research, travel and other expenses related to the selection and monitoring of Portfolio Funds. Further, the Registered Investment Adviser provides certain management and administrative services to the Feeder Funds, including providing office space and other support services, maintaining files and records, and preparing and filing various regulatory materials. In consideration for such services, the Master Fund pays the Registered Investment Adviser an investment advisory fee (the "Advisory

 

8

 

 

NB Crossroads Private Markets Fund V (TI) LP

Notes to the Financial Statements

September 30, 2021 (Unaudited)

 

Fee") quarterly in arrears based on an annual rate of 0.85% following the Master Fund’s Commencement of Operations through the end of year eight and then 0.30% for the remaining life of the Master Fund, in each case based on the Partners’ total capital commitments. For the six months ended September 30, 2021, the Master Fund incurred Advisory Fees totaling $1,436,743 of which $826,320 was allocated to the TI Fund.

 

Distributions from the Master Fund are made in the following priority: First, to Partners of the Master Fund until they have received a 125% return of all drawn capital commitments; and then, 7% to the Special Limited Partner (as defined in Note 1 of the Master Fund). The Special Limited Partner will not collect any of the incentive carried interest that it may have earned until after the fourth anniversary of the final closing. Incentive carried interest is accrued based on the net asset value (“NAV”) of the Feeder Funds at each quarter-end as an allocation of profits, to the extent there is an amount to be accrued. At September 30, 2021, the accrued and unpaid Incentive Carried Interest of the Master Fund was $8,548,637, of which $5,019,268 was allocated to the TI Fund.

 

In consideration for the services provided under the Placement Agreement, the TI Fund pays Neuberger Berman BD LLC (“NBBD” or the “Placement Agent”) a distribution and servicing fee (the "Distribution and Servicing Fee") quarterly in arrears at the annual rate of 0.50% during the period from the commencement of investment operations through the end of year eight, and at the annual rate of 0.15% thereafter, based on the Partners’ total capital commitments, determined and accrued as of the last day of each calendar quarter. For the six months ended September 30, 2021, the TI Fund incurred Distribution and Servicing Fees totaling $486,071.

 

Pursuant to an Administrative and Accounting Services Agreement, the TI Fund retains UMB Fund Services, Inc. (the “Administrator”), a subsidiary of UMB Financial Corporation, to provide administration, custodial, accounting, tax preparation, and investor services to the TI Fund. In consideration for these services, the TI Fund pays the Administrator a fixed fee of $8,500 per calendar quarter. In accordance with the service level agreement additional fees may be charged for out of scope services and quarterly filings made on behalf of the TI Fund. For the six months ended September 30, 2021, the TI Fund incurred administration service fees totaling $17,000.

 

The Board consists of six directors, each of whom is not an “interested person” of the TI Fund as defined by Section 2(a)(19) of the Investment Company Act (the “Independent Directors”). Currently, the Independent Directors are each paid an annual retainer of $175,000 for serving on the boards of the funds in the fund complex. Compensation to the Board is paid and expensed by the Master Fund on a quarterly basis. The Independent Directors are also reimbursed for out of pocket expenses in connection with providing their services to the Master Fund. For the period ended September 30, 2021, the Master Fund incurred $87,500 in Independent Directors’ fees, of which $50,324 was allocated to the TI Fund.

 

As of September 30, 2021, two persons had ownership of approximately 7.71% and 5.11%, of the TI Fund’s total capital commitments and is treated as an “affiliated persons”, as defined in the

 

9

 

 

NB Crossroads Private Markets Fund V (TI) LP

Notes to the Financial Statements

September 30, 2021 (Unaudited)

 

Investment Company Act, (the “Affiliated Person”). The affiliation between the Affiliated Persons and the TI Fund is based solely on the capital commitments made and percentage ownership.

 

4. Capital Commitments from Partners

 

At September 30, 2021 capital commitments from Partners totaled $194,428,196. Capital contributions received by the TI Fund with regard to satisfying Partner capital commitments totaled $116,656,917 which represents approximately 60% of committed capital at September 30, 2021.

 

Capital contributions will be credited to Partners’ capital accounts and units will be issued when paid. Capital contributions will be determined based on a percentage of capital commitments. During the six months ended September 30, 2021, the TI Fund did not issue any units.

 

The net profits or net losses of the TI Fund are allocated to Partners in a manner that takes into account the amount of cash that would be distributed based upon a hypothetical liquidation, such that it would follow the distributions outlined below.

 

Distributions shall be made of available cash (net of reserves that the Board deems reasonable) or other net investment proceeds to Partners at such times and in such amounts as determined by the Board of Directors in its sole discretion and in accordance with Partners’ respective percentage interests, as defined in the TI Fund’s Partnership Agreement. As of September 30, 2021, the TI Fund has not made any distributions to Partners.

 

5. Indemnifications

 

In the normal course of business, the TI Fund enters into contracts that provide general indemnifications. The TI Fund’s maximum exposure under these agreements is dependent on future claims that may be made against the TI Fund, and therefore cannot be established; however, based on the Registered Investment Adviser’s experience, the risk of loss from such claims is considered remote.

 

6. Concentrations of Market, Credit, Liquidity, Industry, Currency and Capital Call Risk

 

Due to the inherent uncertainty of valuations, estimated values may differ significantly from the values that would have been used had a ready market for the securities existed, and the difference could be material. The Master Fund’s investments are subject, directly or indirectly, to various risk factors including market, credit, industry, currency and capital call risk. Certain investments are made internationally, which may subject the investments to additional risks resulting from political or economic conditions in such countries or regions and the possible imposition of adverse governmental laws or currency exchange restrictions affecting such countries or regions. Market risk represents the potential loss in value of financial instruments caused by movements in market variables, such as interest and foreign exchange rates and equity prices. The Master Fund may have a concentration of investments, as permitted by its registration statement, in a particular industry or sector. Investment performance of the sector may have a significant impact on the performance of the Master Fund. The Master Fund's investments are also subject to the

 

10

 

 

NB Crossroads Private Markets Fund V (TI) LP

Notes to the Financial Statements

September 30, 2021 (Unaudited)

 

risk associated with investing in private equity securities. The investments in private equity securities are illiquid, can be subject to various restrictions on resale, and there can be no assurance that the Master Fund will be able to realize the value of such investments in a timely manner if at all.

 

The Master Fund believes that its liquidity and capital resources are adequate to satisfy its operational needs as well as the continuation of its investment program.

 

If the Master Fund defaults on its commitment or fails to satisfy capital calls, it will be subject to significant penalties, including the complete forfeiture of the Master Fund’s investment in the Portfolio Fund. This may impair the ability of the Master Fund to pursue its investment program, force the Master Fund to borrow or otherwise impair the value of the Master Fund’s investments (including the complete devaluation of the Master Fund). In addition, defaults by Partners on their capital commitments to the TI Fund, may cause the Master Fund to, in turn, default on its commitment to a Portfolio Fund. In this case, the Master Fund, and especially the non-defaulting Partners, will bear the penalties of such default as outlined above. While the Registered Investment Adviser has taken steps to mitigate this risk, there is no guarantee that such measures will be sufficient or successful.

 

7. Other Matters

 

The outbreak of the novel coronavirus in many countries has, among other things, disrupted global travel and supply chains, and adversely impacted global commercial activity. The impact of the virus may continue to affect the economies of many nations, individual companies and the global securities and commodities markets, including liquidity and volatility, in ways that cannot necessarily be foreseen at the present time. The fluidity of the situation precludes any prediction as to its ultimate impact, which may have a continued effect on the economic and market conditions. Such conditions, which may be across industries, sectors, or geographies, have impacted and may continue to impact the Master Fund’s portfolio companies.

 

8. Subsequent Events

 

The TI Fund has evaluated all events subsequent to September 30, 2021, through the date these financial statements were issued and has determined that there were no subsequent events that require disclosure.

 

11

 

 

NB Crossroads Private Markets Fund V (TI) LP

Supplemental Information

September 30, 2021 (Unaudited)

 

Proxy Voting and Portfolio Holdings

 

A description of the TI Fund’s policies and procedures used to determine how to vote proxies relating to the TI Fund’s portfolio securities, as well as information regarding proxy votes cast by the TI Fund (if any) during the most recent twelve month period ended June 30, is available without charge, upon request, by calling the TI Fund at 212-476-8800 or on the website of the Securities and Exchange Commission (the “SEC”) at http://www.sec.gov. The TI Fund did not receive any proxy solicitations during the six months ended September 30, 2021.

 

The TI Fund files a complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-PORT. The TI Fund’s N-PORT filings are available in the EDGAR database on the SEC’s website at http://www.sec.gov or by calling Neuberger Berman at 212-476-8800.

 

12

 

 

 

NB Crossroads Private Markets Fund V Holdings LP

 

Financial Statements

 

(Unaudited)

 

For the six months ended September 30, 2021

 

 

 

   

NB Crossroads Private Markets Fund V Holdings LP

For the six months ended September 30, 2021

 

Index  Page No.
FINANCIAL INFORMATION (Unaudited)   
    
Statement of Assets, Liabilities and Partners’ Capital – Net Assets  1
    
Schedule of Investments  2 – 3
    
Statement of Operations  4
    
Statement of Changes in Partners’ Capital – Net Assets  5
    
Statement of Cash Flows  6
    
Financial Highlights  7
    
Notes to the Financial Statements  8 – 18
    
Supplemental Information  19
    
Advisory and Sub-Advisory Agreement Approval  20 – 21

  

 

 

  

NB Crossroads Private Markets Fund V Holdings LP

Statement of Assets, Liabilities and Partners’ Capital – Net Assets

As of September 30, 2021 (Unaudited)

  

Assets    
     
Investments, at fair value (cost $219,850,069)  $386,985,040 
Prepaid insurance   48,695 
Deferred financing costs   24,387 
Interest receivable   24 
      
Total Assets  $387,058,146 
      
Liabilities     
      
Loan payable  $10,500,000 
Advisory fee payable   718,372 
Due to Affiliate   147,634 
Professional fees payable   137,957 
Administration service fees payable   56,389 
Other payables   105,115 
      
Total Liabilities  $11,665,467 
      
Commitments and contingencies (Note 5)     
      
Partners' Capital - Net Assets  $375,392,679 
      
Units of Master Fund Interests outstanding (unlimited units authorized)   209,145.51 
Net Asset Value Per Unit  $1,794.89 

 

The accompanying notes are an integral part of these financial statements.

 

 1 

 

 

NB Crossroads Private Markets Fund V Holdings LP

Schedule of Investments

September 30, 2021 (Unaudited)

  

Investments / Co-investments (A),(B),(D)     Acquisition Type     Acquisition Dates (C)     Geographic Region (E)   Cost     Fair Value  
Large-cap Buyout (26.22%)                                  
Advent International GPE IX Limited Partnership     Primary     10/2019-09/2021     North America   $ 4,951,779     $ 16,835,421  
EQT VIII Co-Investment (H) SCSp     Co-Investment     09/2019     North America     -       46,296  
Green Equity Investors, VIII, L.P.     Primary     12/2020-05/2021     North America     4,923,888       5,290,439  
H&F Unite Partners, L.P.     Co-Investment     05/2019     North America     1,300,841       2,032,426  
Hellman & Friedman Capital Partners IX, L.P.     Primary     04/2020-07/2021     North America     5,513,214       7,216,788  
KKR Ascend Co-Invest L.P.     Co-Investment     05/2019     North America     2,600,000       3,120,000  
KKR Banff Co-Investment L.P.     Co-Investment     10/2018     North America     2,250,000       3,600,000  
KKR European Fund V (USD) SCSp     Primary     01/2020-05/2021     Europe     5,798,310       7,748,073  
KKR Parrot Co-Invest, L.P.     Co-Investment     12/2019     Australia     3,300,000       5,584,168  
KKR Precise Co-Invest L.P.     Co-Investment     05/2019     Europe     4,500,000       9,020,835  
KKR Starlight Co-Invest II L.P.     Co-Investment     12/2018     North America     2,250,000       3,414,972  
NB Bluebird S.à.r.l. (F)     Co-Investment     11/2019     Europe     3,435,491       20,428,119  
NB Horoscope Aggregator II LP     Co-Investment     06/2021     Europe     1,510,302       1,434,026  
NB HUB Aggregator LP     Co-Investment     11/2018     North America     1,518,945       2,524,552  
PAI Strategic Partnerships SCSp     Secondary     12/2019-12/2020     Europe     4,603,878       5,488,880  
TPG Healthcare Partners, L.P.     Primary     12/2019-09/2021     North America     296,662       582,250  
TPG Partners VIII, L.P.     Primary     12/2019-09/2021     North America     1,652,594       2,367,942  
Vertex Aggregator LP     Co-Investment     08/2018-09/2020     North America     1,238,944       1,687,429  
                        51,644,848       98,422,616  
Small and Mid-cap Buyout (52.68%)                                  
Ada Holdco LP     Co-Investment     10/2019-11/2019     North America     3,375,583       5,426,815  
Advent Global Technology Limited Partnership     Primary     03/2020-09/2021     North America     9,390,000       16,423,354  
AEA Investors Fund VII, L.P.     Primary     10/2019-05/2021     North America     3,562,583       3,595,387  
Aquiline Financial Services Fund IV L.P.     Primary     12/2019-09/2021     North America     8,333,628       9,168,515  
Aquiline Relation Co-Invest L.P.     Co-Investment     07/2019-10/2019     North America     1,701,611       3,573,383  
ARL Holdings, LLC (F)     Co-Investment     04/2019-11/2019     North America     1,572,236       2,515,578  
Arsenal Capital Partners Fund V LP     Primary     07/2019-07/2021     North America     9,047,367       11,937,183  
Arsenal IO Co-Invest 1 LP     Co-Investment     07/2019-04/2021     North America     2,559,529       3,442,167  
Athyrium ICH Holdings LP     Co-Investment     10/2019     North America     896,457       655,979  
BRI Investments LLC (F)     Co-Investment     08/2019     North America     2,800,000       2,800,000  
BU Adhesives Co-Investment III SCSP     Co-Investment     01/2019     Europe     1,289,998       2,367,922  
Buzzard Midstream Infrastructure Co-Invest Pooling, L.P     Co-Investment     03/2019-11/2020     North America     4,050,552       4,488,451  
Carlyle Prime Coinvestment, L.P.     Co-Investment     10/2019-04/2021     North America     1,292,673       1,761,116  
CB Nike TopCo, LP (F)     Co-Investment     10/2019     Middle East     579,710       3,092,500  
Charlesbank Technology Opportunities Fund, Limited Partnership     Primary     05/2020-08/2021     North America     3,329,451       7,059,000  
Elm Bidco, L.P.     Co-Investment     02/2019-09/2020     North America     2,472,819       2,462,322  
Greenbriar Coinvestment BDP, L.P.     Co-Investment     12/2018     North America     918,128       4,109,024  
Holley Parent Holdings, LLC (F)     Co-Investment     10/2018     North America     43,959       4,227,888  
Marmor Co-Investment, L.P.     Secondary     09/2019-01/2021     Europe     5,897,753       7,311,976  
NB Mafalda S.a.r.l (F)     Co-Investment     07/2019     Europe     4,535,505       6,168,023  
Oak Hill Capital Partners V, L.P.     Primary     12/2020-06/2021     North America     3,852,456       4,718,252  
Oakley Capital IV-B SCSP     Primary     05/2019-06/2021     Europe     4,506,948       5,566,859  
Plaskolite PPC Investor LLC     Co-Investment     12/2018     North America     1,400,000       2,180,506  
Quadria Capital Fund II, L.P.     Primary     06/2019-09/2021     Asia     5,760,928       5,672,050  
RCP Artemis Co-Invest, L.P.     Co-Investment     07/2019     North America     3,103,755       5,689,060  
Rey de la Carne, L.P.     Co-Investment     11/2019-10/2020     North America     4,841,527       4,694,081  
Rockbridge Portfolio Fund I L.P.     Secondary     12/2018-06/2021     North America     2,091,683       3,885,297  
SS Acquisitions, Inc. (F)     Co-Investment     09/2019-02/2021     North America     360,050       5,835,042  
Summit Partners Growth Equity Fund X-A, L.P.     Primary     03/2020-08/2021     North America     6,329,536       8,009,296  
The Veritas Capital Fund VII, L.P.     Primary     09/2020-06/2021     North America     7,024,252       11,097,521  
THL Equity Fund VIII Investors (Agiliti), L.P.     Co-Investment     01/2019     North America     3,346,924       10,709,452  
THL Equity Fund VIII Investors (Automate), L.P.     Co-Investment     07/2019     Europe     2,308,079       23,556,909  
Thomas H. Lee Equity Fund VI (2019), L.P.     Secondary     06/2019-01/2021     North America     -       -  
VB Target L.P.     Co-Investment     01/2020     Asia     1,162,922       1,142,540  
Wind Point Partners CV1, L.P.     Secondary     09/2018-12/2019     North America     1,783,257       2,400,000  
                        115,521,859       197,743,448  

 

The accompanying notes are an integral part of these financial statements.

 

 2 

 

  

NB Crossroads Private Markets Fund V Holdings LP

Schedule of Investments

September 30, 2021 (Unaudited)

 

Investments / Co-investments (A),(B),(D)    Acquisition Type    Acquisition Dates (C)   Geographic Region (E)    Cost   Fair Value 
Special Situations (7.92%)                         
American Industrial Partners Capital Fund VII, L.P.    Primary    10/2019-07/2021   North America    5,529,366    5,587,120 
Amulet Capital OHPE Co-Invest, L.P.    Co-Investment    03/2019-10/2019   North America    4,527,984    12,321,597 
Centerbridge Special Credit Partners, L.P.    Secondary    02/2019-06/2021   North America    708,067    400,000 
Cerberus AIR Partners, L.P.    Co-Investment    02/2019  Europe    3,061,212    3,883,302 
Dragon Co-Investment Partners, L.P.    Co-Investment    09/2019-03/2021   North America    49,200    386,624 
East Private Investments, LLC (F)    Co-Investment    07/2019  North America    2,800,000    3,640,000 
Verscend Intermediate Holding Corp. (F)    Co-Investment    08/2018  North America    3,204,583    3,513,825 
                   19,880,412    29,732,468 
Venture Capital (15.23%)                         
3L Capital Fund I, LP    Primary    04/2019-09/2021   North America    5,613,520    17,833,594 
GGV Capital VII L.P.    Primary    01/2019-09/2021   North America    3,567,200    5,333,532 
GGV Capital VII Plus L.P.    Primary    05/2019-09/2021   North America    955,500    1,267,223 
GGV Discovery Fund II, L.P.    Primary    01/2019-09/2021   North America    2,210,000    3,794,740 
Level Equity Growth Partners IV, L.P.    Primary    11/2018-08/2021   North America    6,067,677    11,373,683 
Lightspeed China Partners IV, L.P.    Primary    10/2019-08/2021   Asia    1,650,000    2,347,995 
Lightspeed China Partners Select I, L.P.    Primary    04/2019-09/2021   Asia    1,596,922    2,268,986 
TA XIII-A, L.P.    Primary    12/2019-06/2021   North America    7,236,042    12,960,666 
                   28,896,861    57,180,419 
Money Market Fund (1.04%)                         
Morgan Stanley Institutional Liquidity Fund Government Portfolio                  3,906,089    3,906,089 
                   3,906,089    3,906,089 
                          
Total Investments (cost $219,850,069) (103.09%)                       386,985,040 
Other Assets & Liabilities (Net) (-3.09%)                       (11,592,361)
Partners' Capital - Net Assets (100.00%)                      $375,392,679 

  

(A)    Non-income producing securities, which are restricted as to public resale and illiquid.  
(B)    Total cost of illiquid and restricted securities at September 30, 2021 aggregated $219,850,069. Total fair value of illiquid and restricted securities at   
    September 30, 2021 was $386,985,040 or 103.09% of net assets.  
(C)    Acquisition Dates cover from original investment date to the last acquisition date and is required disclosure for restricted securities only.  
(D)    All percentages are calculated as fair value divided by the Master Fund's Partners' Capital - Net Assets.  
(E)    Geographic Region is based on where a Portfolio Fund is headquartered and may be different from where the Portfolio Fund invests. 
(F)    The fair value of the investment was determined using a significant unobservable input.  

 

The accompanying notes are an integral part of these financial statements.

 

 3 

 

 

NB Crossroads Private Markets Fund V Holdings LP

Statement of Operations

For the six months ended September 30, 2021 (Unaudited)

 

Investment Income:     
      
Dividend income  $191,571 
Interest income   190 
      
Total Investment Income   191,761 
      
Operating Expenses:     
      
Advisory fees   1,436,743 
Professional fees   163,117 
Interest expense   111,458 
Administration service fees   106,522 
Independent Directors' fees   87,500 
Financing costs   57,216 
Insurance expense   27,833 
Other expenses   34,662 
      
Total Operating Expenses   2,025,051 
      
Net Investment Loss   (1,833,290)
      
Net Realized and Change in Unrealized Gain on Investments (Note 2)     
      
Net realized gain on investments   19,401,308 
Net change in unrealized appreciation on investments   75,714,445 
      
Net Realized and Change in Unrealized Gain on Investments   95,115,753 
      
Net Increase in Partners’ Capital – Net Assets Resulting from Operations  $93,282,463 

  

The accompanying notes are an integral part of these financial statements.

 

 4 

 

  

NB Crossroads Private Markets Fund V Holdings LP

Statement of Changes in Partners’ Capital – Net Assets

 

For the year ended March 31, 2021 (Audited)

 

   Partners' Capital   Special Limited
Partner		   Total 
Partners' committed capital  $334,676,696   $3,380,573   $338,057,269 
                
Partners' capital at April 1, 2020  $137,674,251   $1,356,875   $139,031,126 
Capital contributions   44,344,662    481,732    44,826,394 
Capital distributions   (65,610)   -    (65,610)
Net investment loss   (3,428,999)   (34,636)   (3,463,635)
Net realized gain on investments   7,433,267    75,083    7,508,350 
Net change in unrealized depreciation on investments   90,081,612    909,915    90,991,527 
Net change in incentive carried interest   (2,162,642)   2,162,642    - 
Partners' capital at March 31, 2021  $273,876,541   $4,951,611   $278,828,152 

 

For the six months ended September 30, 2021 (Unaudited)

 

   Partners' Capital   Special Limited
Partner		   Total 
Partners' committed capital  $334,676,696   $3,380,573   $338,057,269 
                
Partners' capital at April 1, 2021  $273,876,541   $4,951,611   $278,828,152 
Capital contributions   3,346,766    33,806    3,380,572 
Capital distributions   (98,508)   -    (98,508)
Net investment loss   (1,814,957)   (18,333)   (1,833,290)
Net realized gain on investments   19,207,295    194,013    19,401,308 
Net change in unrealized appreciation on investments   74,957,301    757,144    75,714,445 
Net change in incentive carried interest   (6,385,995)   6,385,995    - 
Partners' capital at September 30, 2021  $363,088,443   $12,304,236   $375,392,679 

 

The accompanying notes are an integral part of these financial statements.

 

 5 

 

 

NB Crossroads Private Markets Fund V Holdings LP

Statement of Cash Flows

For the six months ended September 30, 2021 (Unaudited)

 

CASH FLOWS FROM OPERATING ACTIVITIES     
      
Net change in Partners' Capital – Net Assets resulting from operations  $93,282,463 
Adjustments to reconcile net change in Partners’ Capital – Net Assets resulting from operations to net cash used in operating activities:     
Purchases of investments   (41,543,651)
Proceeds received from investments   32,043,460 
Reclassification to short term investment   (3,906,089)
Net realized gain on investments   (19,401,308)
Net change in unrealized (appreciation) depreciation on investments   (75,714,445)
Net change in accretion of PIK dividend   (191,571)
Changes in assets and liabilities related to operations     
(Increase) decrease in prepaid insurance   (28,059)
(Increase) decrease in deferred financing costs   57,217 
(Increase) decrease in interest receivable   2 
Increase (decrease) in due to Affiliate   98,237 
Increase (decrease) in professional fees payable   (42,754)
Increase (decrease) in administration service fees payable   6,839 
Increase (decrease) in other payables   90,818 
      
Net cash provided by (used in) operating activities   (15,248,841)
      
CASH FLOWS FROM FINANCING ACTIVITIES     
      
Borrowings from line of credit   10,500,000 
Contributions from Partners   3,380,572 
Distributions to Partners   (98,508)
      
Net cash provided by (used in) financing activities   13,782,064 
      
Net change in cash and cash equivalents   (1,466,777)
Cash and cash equivalents at the beginning of the period   1,466,777 
      
Cash and cash equivalents at the end of the period  $- 
      
Noncash activities     
Distributions totaling $98,508 were made to the TE Fund and TE Advisory Fund for taxes paid and/or accrued on behalf of the TE Fund and TE Advisory Fund.     

 

The accompanying notes are an integral part of these financial statements.

 

 6 

 

  

NB Crossroads Private Markets Fund V Holdings LP

Financial Highlights

 

   For the six months ended
September 30, 2021
(Unaudited)		   For the year ended
March 31, 2021		   For the year ended
March 31, 2020		   Period from May 18,
2018 (Commencement of
Operations) through
March 31, 2019		 
Per Unit Operating Performance (1)                    
                     
NET ASSET VALUE, BEGINNING OF PERIOD  $1,349.34   $862.22   $876.74   $1,000.00 
INCOME FROM INVESTMENT OPERATIONS:                    
Net investment loss   (8.77)   (18.52)   (39.11)   (185.04)
Net realized and unrealized gain on investments   454.78    506.00    24.62    61.78 
Net increase (decrease) in net assets resulting from operations after incentive carried interest   446.01    487.48    (14.49)   (123.26)
                     
DISTRIBUTIONS TO PARTNERS:                    
Net change in Partners' Capital - Net Assets due to distributions to Partners   (0.46)   (0.36)   (0.03)   - 
NET ASSET VALUE, END OF PERIOD  $1,794.89   $1,349.34   $862.22   $876.74 
TOTAL NET ASSET VALUE RETURN (1), (2), (3)   33.06%   56.56%   (1.65)%   (2.91)%(4)
                     
RATIOS AND SUPPLEMENTAL DATA:                    
Partners' Capital - Net Assets, end of period in thousands (000's)  $375,393   $278,828   $139,031   $41,349 
Ratios to Average Partners' Capital - Net Assets: (5) (6)                    
Expenses excluding incentive carried interest   1.31%   2.15%   4.82%   27.10%
Net change in incentive carried interest   2.12%   1.23%   -    - 
Expenses including incentive carried interest   3.43%   3.38%   4.82%   27.10%
Net investment loss excluding incentive carried interest   (1.18)%   (1.95)%   (4.36)%   (25.30)%
Portfolio Turnover Rate (7)   10.02%   7.86%   4.13%   0.00%
                     
INTERNAL RATES OF RETURN:                    
Internal Rate of Return before incentive carried interest (8)   39.89%   29.60%   (5.96)%   (9.80)%
Internal Rate of Return after incentive carried interest (8)   38.33%   28.94%   (5.96)%   (9.80)%

  

(1)Selected data for a unit of Master Fund Interest outstanding throughout each period.
(2)Total investment return, based on per unit net asset value, reflects the changes in net asset value based on the effects of organizational costs, the  performance of the Master Fund during the period and assumes distributions, if any, were reinvested.  The Master Fund's units are not traded in any market; therefore, the market value total investment return is not calculated.
(3)Total investment return is not annualized.
(4)Total return and the ratios to average Partners' Capital - Net Assets is calculated for the Master Fund taken as a whole. Total return is calculated using a commitment-weighted rate of return methodology based the timing of closings during the period May 18, 2018 (Commencement of Operations) through March 31, 2019. As a result, an on individual Partner's return may vary from these returns and ratios based on the timing of their capital transactions.
(5)Ratios do not reflect the Master Fund's proportional share of the net investment income (loss) and expenses, including any performance-based fees, of the Portfolio Funds.
(6)For the six months ended September 30, 2021, the ratios are annualized.  For the period May 18, 2018 (Commencement of Operations) through March 31, 2019, the expense and net investment loss ratios are based on a very limited operating period and, as such, may not be meaningful.
(7)Proceeds received from investments are included in the portfolio turnover rate.
(8)The Internal Rate of Return is computed based on the actual dates of the cash inflows and outflows since inception and the ending net assets at the end of the period as of each measurement date.     For the period May 18, 2018 (Commencement of Operations) through March 31, 2019, the Internal Rate of Return is based on a limited operating period and, as such, may not be meaningful.

 

The accompanying notes are an integral part of these financial statements.

 

 7 

 

 

NB Crossroads Private Markets Fund V Holdings LP

Notes to the Financial Statements

September 30, 2021 (Unaudited)

 

1. Organization

 

NB Crossroads Private Markets Fund V Holdings LP (the “Master Fund”) is a non-diversified, closed-end management investment company registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”). The Master Fund was organized as a Delaware limited partnership on March 30, 2017. The Master Fund commenced operations on May 18, 2018 (the “Initial Closing”). The term of the Master Fund will continue until December 31, 2028, the end of the year following the tenth anniversary of the Initial Closing, subject to two one-year extensions which may be approved by the Board of Directors of the Master Fund (the “Board” or the “Board of Directors”). Thereafter, the term of the Master Fund may be extended by consent of a majority-in-interest of its limited partners (“Partners”) as defined in the Master Fund’s limited partnership agreement (the “LP Agreement”).

 

The Master Fund’s investment objective is to provide attractive risk-adjusted returns. The Master Fund seeks to achieve its objective by investing in a diversified global portfolio of high quality third-party private equity funds (“Portfolio Funds”) including secondary investments in underlying Portfolio Funds acquired from investors in such Portfolio Funds (each, a “Secondary Investment”), and by co-investing directly in portfolio companies alongside Portfolio Funds and other private equity firms (each, a “Co-Investment”). Neither the Master Fund nor the Registered Investment Adviser (as defined below) guarantees any level of return or risk on investments and there can be no assurance that the Master Fund will achieve its investment objective. The Portfolio Funds are not registered as investment companies under the Investment Company Act.

 

NB Crossroads Private Markets Fund V (TI) LP (the “TI Fund”), NB Crossroads Private Markets Fund V (TI) Advisory LP (the “TI Advisory Fund”), NB Crossroads Private Markets Fund V (TE) LP (the “TE Fund”) and NB Crossroads Private Markets Fund V (TE) Advisory LP (the “TE Advisory Fund” and together with the TI Fund, TI Advisory Fund and TE Fund, the “Feeder Funds”) each pursue their investment objectives by investing substantially all of their assets in the Master Fund. Each Feeder Fund is a Delaware limited partnership that is registered under the Investment Company Act as a non-diversified, closed-end management investment company. The TE Fund and the TE Advisory Fund invest indirectly in the Master Fund through NB Crossroads Private Markets Fund V (Offshore), Client LP (the “Offshore Client Fund”) and NB Crossroads Private Markets Fund V (Offshore), Advisory LP (the “Offshore Advisory Fund”), each a Cayman Islands exempted partnership. The percentage of the TE Fund and TE Advisory Fund’s partners’ capital owned by the Offshore Client Fund and Offshore Advisory Fund is 100% and 100% respectively. The financial position and results of operations of the Offshore Client Fund and Offshore Advisory Fund have been consolidated within the TE Fund’s and TE Advisory Fund’s consolidated financial statements, respectively. The Offshore Client Fund, Offshore Advisory Fund and the Feeder Funds have the same investment objective and substantially the same investment policies as the Master Fund (except that the Offshore Client Fund, Offshore Advisory Fund and the Feeder Funds pursue their investment objectives by investing in the Master Fund).

 

The Board has overall responsibility to manage and supervise the operations of the Master Fund. The Board exercises the same powers, authority and responsibilities on behalf of the Master Fund as are

  

 8 

 

 

NB Crossroads Private Markets Fund V Holdings LP

Notes to the Financial Statements

September 30, 2021 (Unaudited)

  

customarily exercised by directors of a typical investment company registered under the Investment Company Act. The Board has engaged Neuberger Berman Investment Advisers LLC (“NBIA” or “Registered Investment Adviser”) and NB Alternatives Advisers LLC (“NBAA” or “Sub-Adviser”) to provide investment advice regarding the selection of the Master Fund’s investments and to manage the day-to-day operations of the Master Fund.

  

The Master Fund operates as a vehicle for the investment of substantially all of the assets of the Feeder Funds as partners of the Master Fund.  As of September 30, 2021, the TI Fund’s, TI Advisory Fund’s, TE Fund’s and TE Advisory Fund’s ownership of the Master Fund’s Partners’ contributed capital was 57.51%, 4.23%, 29.89% and 7.37%, respectively, with a NB affiliate’s (“Special Limited Partner”) (who is also a Partner of the Master Fund) percentage ownership of the Master Fund’s Partners’ contributed capital being 1%.

 

2. Significant Accounting Policies

 

The Master Fund meets the definition of an investment company and follows the accounting and reporting guidance as issued through Accounting Standards Codification (“ASC”) 946, Financial Services – Investment Companies. The following is a summary of significant accounting policies followed by the Master Fund in the preparation of its financial statements.

 

A. Basis of Accounting

 

The Master Fund’s policy is to prepare its financial statements on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Consequently, income and the related assets are recognized when earned, and expenses and the related liabilities are recognized when incurred. The books and records of the Master Fund are maintained in U.S. dollars.

 

B. Use of Estimates

 

The preparation of financial statements in conformity with GAAP 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 and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates and the differences could be material.

 

C. Valuation of Investments

 

The Master Fund computes its net asset value (“NAV”) as of the last business day of each fiscal quarter and at such other times as deemed appropriate by the Registered Investment Adviser and the Sub-Adviser in accordance with valuation principles set forth below, or may be determined from time to time, pursuant to the valuation procedures (the “Procedures”) established by the Board.

  

The Board has approved the Procedures pursuant to which the Master Fund values its interests in the Portfolio Funds and other investments.  The Board has delegated to the Sub-Adviser general responsibility for determining the value of the assets held by the Master Fund.  The value of the Master Fund’s interests is based on information reasonably available at the time the valuation is made and the Sub-Adviser believes to be reliable.

 

 9 

 

 

NB Crossroads Private Markets Fund V Holdings LP

Notes to the Financial Statements

September 30, 2021 (Unaudited)

 

It is expected that most of the Portfolio Funds in which the Master Fund invests will meet the criteria set forth under the Financial Accounting Standards Board (“FASB”) ASC Topic 820, Fair Value Measurement (“ASC 820”) permitting the use of the practical expedient to determine the fair value of the Portfolio Fund investments. ASC 820 provides that, in valuing alternative investments that do not have quoted market prices but calculate NAV per share or equivalent, an investor may determine fair value by using the NAV reported to the investor by the underlying investment. To the extent ASC 820 is applicable to a Portfolio Fund, the Sub-Adviser generally will value the Master Fund’s investment in the Portfolio Fund based primarily upon the value reported to the Master Fund by the Portfolio Fund or the lead investor of a direct co-investment as of each quarter-end, determined by the Portfolio Fund in accordance with its own valuation policies.

 

FASB ASC 820-10, “Fair Value Measurements” establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). FASB ASC 820 provides three levels of the fair value hierarchy as follows:

 

Level 1Unadjusted quoted prices in active markets for identical assets or liabilities that the Master Fund has the ability to access;
  
Level 2Observable inputs other than quoted prices included in Level 1 that are observable for the asset or liability either directly or indirectly. These inputs may include quoted prices for the identical instrument on an inactive market, prices for similar instruments, interest rates, prepayment speeds, credit risk, yield curves, default rates, and similar data;
  
Level 3Unobservable inputs for the asset or liability to the extent that relevant observable inputs are not available, representing the Master Fund’s own assumptions about the assumptions that a market participant would use in valuing the asset or liability, and that would be based on the best information available.

 

Most Portfolio Funds are structured as closed-end, commitment-based private investment funds to which the Master Fund commits a specified amount of capital upon inception of the Portfolio Fund (i.e., committed capital) which is then drawn down over a specified period of the Portfolio Fund's life. Such Portfolio Funds generally do not provide redemption options for investors and, subsequent to final closing, do not permit subscriptions by new or existing investors. Accordingly, the Master Fund generally holds interests in Portfolio Funds for which there is no active market, although, in some situations, a transaction may occur in the "secondary market" where an investor purchases a limited partner’s existing interest and remaining commitment.

 

Assumptions used by the Sub-Adviser due to the lack of observable inputs may significantly impact the resulting fair value and therefore the Master Fund's results of operations and financial condition.

 

 10 

 

  

NB Crossroads Private Markets Fund V Holdings LP

Notes to the Financial Statements

September 30, 2021 (Unaudited)

  

The following table presents the investments carried on the Statement of Assets, Liabilities and Partners’ Capital - Net Assets by level within the valuation hierarchy as of September 30, 2021.

  

   Level 1   Level 2   Level 3   Net Asset Value   Total 
Assets:                         
Large-cap Buyout  $-   $-   $20,428,119   $77,994,497   $98,422,616 
Small and Mid-cap Buyout   -    -    24,639,031    173,104,417    197,743,448 
Special Situations   -    -    7,153,825    22,578,643    29,732,468 
Venture   -    -    -    57,180,419    57,180,419 
Money Market Fund   3,906,089    -    -    -    3,906,089 
Total  $3,906,089   $-   $52,220,975   $330,857,976   $386,985,040 

 

Significant Unobservable Inputs

 

As of September 30, 2021, the Master Fund had investments valued at $386,985,040. The fair value of investments valued at $330,857,976 in the Master Fund's Schedule of Investments have been valued at the unadjusted NAV reported by the managers of the investments.

 

The classification of an investment within Level 3 is based upon the significance of the unobservable inputs to the overall fair value measurement. The following table summarizes the valuation methodologies and inputs used for investments categorized in Level 3 as of September 30,2021.

 

           Unobservable Inputs 
Investments  Fair Value
09/30/2021		   Valuation
Methodologies		  Variable   Value/Range   Weighted
Average1		 
Large-cap Buyout  $20,428,119   Market Approach  LTM EBITDA   20.2x  N/A 
                     
Small and Mid-cap Buyout   18,803,989   Market Approach  LTM EBITDA   9.5x - 12.0x   10.7x
                     
Small and Mid-cap Buyout   5,835,042   Recent transactional value  N/A   N/A   N/A 
                     
Special Situations   7,153,825   Market Approach  LTM EBITDA   14.1x - 19.0x   16.5x
                     
Total  $52,220,975                

 

1 Inputs weighted based on fair value of investments in range.      

  

During the six months ended September 30, 2021, purchases of and sales from Level 3 investments were as follows:

 

Purchases   Sales 
$-   $2,964,537 

 

During the six months ended September 30, 2021 change in unrealized appreciation and realized gains from Level 3 investments were $19,922,063 and $1,108,495, respectively.

  

 11 

 

 

NB Crossroads Private Markets Fund V Holdings LP

Notes to the Financial Statements

September 30, 2021 (Unaudited)

 

The Master Fund recognizes transfers into and out of the levels indicated above at the end of the reporting period. There were no transfers into or out of Level 3 during the six months ended September 30, 2021.

 

The estimated remaining life of the Master Fund’s Portfolio Funds as of September 30, 2021 is one to ten years, with the possibility of extensions by each of the Portfolio Funds.

 

D. Cash and Cash Equivalents

 

Cash and cash equivalents consist primarily of cash and short-term investments which are readily convertible into cash and have an original maturity of three months or less. UMB Bank N.A. serves as the Master Fund’s custodian.

 

Cash and cash equivalents can include deposits in money market accounts, which are classified as Level 1 assets. As of September 30, 2021, the Master Fund held $3,906,089, in an overnight sweep that is deposited into a money market account.

  

E. Investment Gains and Losses

 

The Master Fund records distributions of cash or in-kind securities from the Portfolio Funds based on the information from distribution notices when distributions are received. The Master Fund recognizes within the Statement of Operations its share of realized gains or (losses), the Master Fund's change in net unrealized appreciation/(depreciation) and the Master Fund’s share of net investment income or (loss) based upon information received regarding distributions from managers of the Portfolio Funds. The Master Fund may also recognize realized losses based upon information received from the Portfolio Fund managers for write-offs taken in the underlying portfolio. Changes in unrealized appreciation/(depreciation) on investments within the Statement of Operations includes the Master Fund’s share of interest and dividends, realized (but undistributed) and unrealized gains and losses on security transactions, and expenses of each Portfolio Fund.

 

The Portfolio Funds may make in-kind distributions to the Master Fund and, particularly in the event of a dissolution of a Portfolio Fund, such distributions may contain securities that are not marketable. While the general policy of the Master Fund will be to liquidate such investment and distribute proceeds to Partners, under certain circumstances when deemed appropriate by the Board, a Partner may receive in-kind distributions from the Master Fund.

 

F. Income Taxes

 

The Master Fund is a limited partnership that is treated as a partnership for tax reporting. Tax basis income and losses are passed through to the individual partners and, accordingly, there is no provision for income taxes reflected in these financial statements. The Master Fund has a tax year end of December 31.

 

Differences arise in the computation of Partners’ capital for financial reporting in accordance with GAAP and Partners’ capital for federal and state income tax reporting. These differences are primarily due to the fact that change in unrealized gains and losses are allocated for financial reporting purposes and are not allocated for federal and state income tax reporting purposes.

  

 12 

 

 

NB Crossroads Private Markets Fund V Holdings LP

Notes to the Financial Statements

September 30, 2021 (Unaudited)

  

The cost of the Portfolio Funds for federal income tax purposes is based on amounts reported to the Master Fund on Schedule K-1 from the Portfolio Funds. As of September 30, 2021, the Master Fund had not received information to determine the tax cost of the investments. Based on the amounts reported to the Master Fund on Schedule K-1 as of December 31, 2020, and after adjustment for purchases and sales between December 31, 2020 and September 30, 2021, the estimated cost of the investments at September 30, 2021, for federal income tax purposes aggregated $188,294,466. The net unrealized appreciation for federal income tax purposes was estimated to be $194,784,485. The net unrealized appreciation consisted of gross unrealized appreciation and gross unrealized depreciation of $194,957,178 and $172,693, respectively.

  

The Master Fund files tax returns as prescribed by the tax laws of the jurisdictions in which it operates. In the normal course of business, the Master Fund is subject to examination by U.S. federal, state, local and foreign jurisdictions, where applicable. As of December 31, 2020, the tax years that remain subject to examination by the major tax jurisdictions under the statute of limitations is from the year 2018 forward (with limited exceptions). FASB ASC 740-10, Income Taxes requires the Registered Investment Adviser to determine whether a tax position of the Master Fund is more likely than not to be sustained upon examination by taxing authorities, based on the technical merits of the position. For tax positions meeting the more likely than not threshold, the tax amount recognized in the financial statements is reduced by the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement with the relevant taxing authority. The Registered Investment Adviser has reviewed the Master Fund’s tax positions for the current tax period and has concluded that no provision for taxes is required in the Master Fund’s financial statements for the six months ended September 30, 2021. The Master Fund recognizes interest and penalties, if any, related to unrecognized tax liabilities as income tax expense in the Statement of Operations. During the six months ended September 30, 2021, the Master Fund did not incur any interest or penalties.

 

G. Restrictions on Transfers

 

Interests of the Master Fund (“Interests”) are generally not transferable. No Partner may assign, sell, transfer, pledge, hypothecate or otherwise dispose of any of its Interests without the prior written consent of the Board which may be granted or withheld in the Board’s sole discretion, and in compliance with applicable securities and tax laws.

 

H. Fees of the Portfolio Funds

 

Each Portfolio Fund will charge its investors (including the Master Fund) expenses, including asset-based management fees and performance-based fees, which are referred to as an allocation of profits. In addition to the Master Fund level expenses shown on the Master Fund’s Statement of Operations, Partners of the Master Fund will indirectly bear the fees and expenses charged by the Portfolio Funds. These fees are reflected in the valuations of the Portfolio Funds and are not reflected in the ratios to average net assets in the Master Fund’s Financial Highlights.

 

I. Master Fund Expenses

 

The Master Fund bears all expenses incurred in the course of business on an accrual basis, including, but not limited to, the following: Advisory Fees (as defined herein); investment related expenses; legal fees; administration; auditing; tax preparation fees; custodial fees; cost of insurance; registration expenses; Independent Directors’ fees (as defined herein); and expenses of meetings of the Board.

 

 13 

 

 

NB Crossroads Private Markets Fund V Holdings LP

Notes to the Financial Statements

September 30, 2021 (Unaudited)

 

J. Foreign Currency Translation

 

The Master Fund has foreign investments which require the Master Fund to translate these investments into U.S. dollars. For foreign investments for which the functional currency is not the U.S. dollar, the fair values of the investments are translated into the U.S. dollar equivalent using period end exchange rates. The resulting translation adjustments are recorded as unrealized appreciation or depreciation on investments.

 

Contributed capital to and distributions received from these foreign Portfolio Funds are translated into the U.S. dollar equivalent using exchange rates on the date of the transaction.

 

Conversion gains and losses resulting from changes in foreign exchange rates during the reporting period and gains and losses realized upon settlement of foreign currency transactions are reported in the Statement of Operations. The Master Fund does not isolate the portion of the results of operations arising as a result of changes in foreign exchange rates on investment transactions from the fluctuations arising from changes in the fair value of these investments.

 

3. Advisory Fee, Administration Service Fee and Related Party Transactions

 

The Registered Investment Adviser provides investment advisory services to the Master Fund and incurs research, travel and other expenses related to the selection and monitoring of Portfolio Funds.  Further, the Registered Investment Adviser provides certain management and administrative services to the Feeder Funds, including providing office space and other support services, maintaining files and records, and preparing and filing various regulatory materials. In consideration for such services, the Master Fund pays the Registered Investment Adviser an investment advisory fee (the "Advisory Fee") quarterly in arrears based on an annual rate of 0.85% following the Master Fund’s Commencement of Operations through the end of year eight and then 0.30% for the remaining life of the Master Fund, in each case based on the Partners’ total capital commitments. For the six months ended September 30, 2021, the Master Fund incurred Advisory Fees totaling $1,436,743.

 

Pursuant to an Administrative and Accounting Services Agreement, the Master Fund retains UMB Fund Services, Inc. (the “Administrator”), a subsidiary of UMB Financial Corporation, to provide administration, custodial, accounting, tax preparation and investor services to the Master Fund. In consideration for these services, the Master Fund pays the Administrator a tiered fee between 0.01% and 0.02%, based on the first day of each calendar quarter’s net assets, subject to a minimum quarterly fee. In accordance with the service level agreement additional fees may be charged for out of scope services and quarterly filings made on behalf of the Master Fund. For the six months ended September 30, 2021, the Master Fund incurred administration service fees totaling $106,522.

 

The Board consists of six directors, each of whom is not an “interested person” of the Master Fund as defined by Section 2(a)(19) of the Investment Company Act (the “Independent Directors”). Currently, the Independent Directors are each paid an annual retainer of $175,000 for serving on the boards of the funds in the fund complex. Compensation to the Board is paid and expensed by the Master Fund on a quarterly basis. The Independent Directors are also reimbursed for out of pocket expenses in connection with providing their services to the Master Fund. For the six months ended September 30, 2021, the Master Fund incurred $87,500 in Independent Directors’ fees.

 

 14 

 

 

NB Crossroads Private Markets Fund V Holdings LP

Notes to the Financial Statements

September 30, 2021 (Unaudited)

  

4. Capital Commitments from Partners

 

At September 30, 2021, commitments from Partners totaled $338,057,269. Capital contributions received by the Master Fund with regard to satisfying Partner commitments totaled $193,537,786, which represents approximately 57.3% of committed capital at September 30, 2021.

 

Capital contributions will be credited to Partners’ capital accounts and units will be issued when paid. Capital contributions will be determined based on a percentage of commitments. During the six months ended September 30, 2021, the Master Fund issued 2,505.35 units.

 

The net profits or net losses of the Master Fund are allocated to Partners in a manner that takes into account the amount of cash that would be distributed based upon a hypothetical liquidation, such that allocations are based on Partners’ percentage interests, as defined in the Master Fund's LP Agreement.

 

Distributions shall be made of available cash (net of reserves that the Board deems reasonable) or other net investment proceeds to Partners at such times and in such amounts as determined by the Board of Directors in its sole discretion and in accordance with Partners’ respective percentage interests, as defined in the Master Fund’s LP Agreement. As of September 30, 2021, the Master Fund has not made any distributions to Partners. Distributions from the Master Fund are made in the following priority:

 

(a) First, to Partners of the Master Fund until they have received a 125% return of all drawn capital commitments; and

 

(b) Then, a 93.0% - 7.0% split between the Partners and the Special Limited Partner (as defined in Note 1), respectively. The Special Limited Partner will not collect any of the incentive carried interest that it may have earned until after the fourth anniversary of the Final Closing.

 

Incentive carried interest is accrued based on the NAV of the Feeder Funds at each quarter-end as an allocation of profits, to the extent there is an amount to be accrued. The Statement of Changes in Partners’ Capital – Net Assets discloses the amount payable and paid to the Special Limited Partner in the period in which it occurs. At September 30, 2021, the accrued and unpaid Incentive Carried Interest was $8,548,637.

 

5. Capital Commitments of the Master Fund to Investments

 

As of September 30, 2021, the Master Fund had total capital commitments of $332,891,614 to the investments with remaining unfunded commitments to the investments totaling $101,936,496 as listed below:

  

Assets:   Unfunded
Commitment		  
Large-cap Buyout   $ 22,064,250  
Small and Mid-cap Buyout     61,303,029  
Special Situations     11,856,516  
Venture     6,712,701  
Total   $ 101,936,496  

 

 15 

 

 

NB Crossroads Private Markets Fund V Holdings LP

Notes to the Financial Statements

September 30, 2021 (Unaudited)

 

6. Description of the Investments

 

Due to the nature of the Portfolio Funds, the Master Fund generally cannot liquidate its positions in the Portfolio Funds except through distributions from the Portfolio Funds, which are made at the discretion of the Portfolio Funds or sponsor of the Co-Investment. The Master Fund has no right to demand repayment of its investment in the Portfolio Funds or Co-Investments.

 

The following underlying investments represents 5% or more of Partners’ Capital – Net Assets of the Master Fund.

 

THL Equity Fund VIII Investors (Automate), L.P. represents 6.28% of Partners’ Capital – Net Assets of the Master Fund as of September 30, 2021. The fund invests in a company that manufactures automated warehousing and storage systems.

 

NB Bluebird S.à.r.l. represents 5.44% of Partners’ Capital – Net Assets of the Master Fund as of September 30, 2021. The fund invests in a company that owns and operates a used vehicle exchange in Europe.

  

7. Line of Credit 

 

The Master Fund entered into a revolving line of credit agreement (the “Credit Agreement”) with Bank OZK, dated December 19, 2018, under which the Master Fund can borrow an aggregate principal amount of $25,000,000 for the temporary financing of investments and payment of expenses under the specified terms. The line of credit is secured by the Master Fund’s unfunded Partners’ capital commitments. The Credit Agreement has a maturity date of December 17, 2021.

 

As of September 30, 2021, there was $10,500,000 outstanding principal owed to the bank by the Master Fund. Interest is charged on the outstanding principal amount at a rate per annum that is the aggregate of the applicable margin and London Interbank Offered Rate (“LIBOR”). Additionally, a commitment fee is charged on the daily unused portion. During the six months ended September 30, 2021, the Master Fund had an average outstanding principal of $7,615,385, with an average interest rate of 5.0%. During the period, the Master Fund incurred $111,458 of interest expense, as presented in the Statement of Operations. In relation to entering the Credit Agreement, the Master Fund incurred origination fees and other legal costs (“Financing Costs”). These Financing Costs will be amortized over the term of the loan. During the six months ended September 30, 2021, the Master Fund expensed $57,216 of Financing Costs as shown in the Statement of Operations.

 

8. Indemnifications

 

In the normal course of business, the Master Fund enters into contracts that provide general indemnifications. The Master Fund’s maximum exposure under these agreements is dependent on future claims that may be made against the Master Fund, and therefore cannot be established; however, based on the Registered Investment Adviser’s experience, the risk of loss from such claims is considered remote.

 

 16 

 

 

NB Crossroads Private Markets Fund V Holdings LP

Notes to the Financial Statements

September 30, 2021 (Unaudited)

 

Many of the Portfolio Funds’ partnership agreements contain provisions that allow them to recycle or recall distributions made to the Master Fund. Accordingly, the unfunded commitments disclosed under Note 5 reflect both amounts undrawn to satisfy commitments and distributions that are recallable, as applicable.

 

9. Concentrations of Market, Credit, Liquidity, Industry, Currency and Capital Call Risk

 

Due to the inherent uncertainty of valuations, estimated values may differ significantly from the values that would have been used had a ready market for the securities existed, and the difference could be material. The Master Fund’s investments are subject, directly or indirectly, to various risk factors including market, credit, industry, currency and capital call risk. Certain investments are made internationally, which may subject the investments to additional risks resulting from political or economic conditions in such countries or regions and the possible imposition of adverse governmental laws or currency exchange restrictions affecting such countries or regions. Market risk represents the potential loss in value of financial instruments caused by movements in market variables, such as interest and foreign exchange rates and equity prices. The Master Fund may have a concentration of investments, as permitted by its registration statement, in a particular industry or sector. Investment performance of the sector may have a significant impact on the performance of the Master Fund. The Master Fund's investments are also subject to the risk associated with investing in private equity securities. The investments in private equity securities are illiquid, can be subject to various restrictions on resale, and there can be no assurance that the Master Fund will be able to realize the value of such investments in a timely manner if at all.

  

The Master Fund believes that its liquidity and capital resources are adequate to satisfy its operational needs as well as the continuation of its investment program.

 

If the Master Fund defaults on its commitment or fails to satisfy capital calls, it will be subject to significant penalties, including the complete forfeiture of the Master Fund’s investment in the Portfolio Fund. This may impair the ability of the Master Fund to pursue its investment program, force the Master Fund to borrow or otherwise impair the value of the Master Fund’s investments (including the complete devaluation of the Master Fund). In addition, defaults by Partners on their commitments to the Master Fund, may cause the Master Fund to, in turn, default on its commitment to a Portfolio Fund. In this case, the Master Fund, and especially the non-defaulting Partners, will bear the penalties of such default as outlined above. While the Registered Investment Adviser has taken steps to mitigate this risk, there is no guarantee that such measures will be sufficient or successful.

 

10. Other Matters

 

The outbreak of the novel coronavirus in many countries has, among other things, disrupted global travel and supply chains, and adversely impacted global commercial activity. The impact of the virus may continue to affect the economies of many nations, individual companies and the global securities and commodities markets, including liquidity and volatility, in ways that cannot necessarily be foreseen at the present time. The fluidity of the situation precludes any prediction as to its ultimate impact, which may have a continued effect on the economic and market

 

 17 

 

 

NB Crossroads Private Markets Fund V Holdings LP

Notes to the Financial Statements

September 30, 2021 (Unaudited)

 

conditions. Such conditions, which may be across industries, sectors, or geographies, have impacted and may continue to impact the Master Fund’s portfolio companies.

 

11. Subsequent Events

 

The Master Fund has evaluated events subsequent to September 30, 2021, through the date these financial statements were issued and has determined that there were no subsequent events that require disclosure.

 

 18 

 

  

NB Crossroads Private Markets Fund V Holdings LP

Supplemental Information

September 30, 2021 (Unaudited)

 

Proxy Voting and Portfolio Holdings

  

A description of the Master Fund’s policies and procedures used to determine how to vote proxies relating to the Master Fund’s portfolio securities, as well as information regarding proxy votes cast by the Master Fund (if any) during the most recent twelve month period ended June 30, is available without charge, upon request, by calling the Master Fund at 212-476-8800 or on the website of the Securities and Exchange Commission (the “SEC”) at http://www.sec.gov. The Master Fund did not receive any proxy solicitations during the six months ended September 30, 2021.

 

The Master Fund files a complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-PORT. The Master Fund’s N-PORT filings are available in the EDGAR database on the SEC’s website at www.sec.gov or by calling Neuberger Berman at 212-476-8800.

 

 19 

 

 

NB Crossroads Private Markets Fund V Holdings LP

Advisory and Sub-Advisory Agreement Approval

September 30, 2021 (Unaudited)

 

Advisory and Sub-Advisory Agreement Approval

 

The Board of Directors (the "Board") of NB Crossroads Private Markets Fund V Holdings LP (the "Master Fund") considered the approval of the Investment Advisory Agreement between the Master Fund and Neuberger Berman Investment Advisers LLC ("NBIA") and the Sub-Advisory Agreement between NBIA, on behalf of the Master Fund, and NB Alternatives Advisers LLC ("NBAA" and, together with NBIA, "Neuberger Berman"), at an executive session of the Independent Directors held on July 15, 2021 and a Board meeting held on July 26, 2021. The Board is comprised solely of Independent Directors, and, in connection with its deliberations regarding matters relating to the Investment Advisory Agreement and the Sub-Advisory Agreement (together, the "Agreements"), the Independent Directors were represented and assisted by independent legal counsel. In considering the renewal of the Agreements, the Board considered all factors that it believed to be relevant, including those discussed below. The Board did not identify any one factor as dispositive, and each Board member may have attributed different weights to the factors considered.

 

In determining whether to approve each Agreement, the Board noted that it had, through its counsel, requested certain information in connection with the approval of the Agreements and discussed with management of Neuberger Berman certain matters. The Board considered all information it deemed reasonably necessary to evaluate the terms of the Agreements. The Board reviewed materials furnished by NBIA and NBAA, including information regarding NBIA and NBAA, their affiliates, personnel, operations and NBIA's financial condition. The Board's counsel reviewed with the Board its duties and responsibilities under state and common law and under the Investment Company Act with respect to the approval of investment advisory agreements.

 

The Board reviewed and considered NBIA's financial condition, noting that both NBIA and NBAA are wholly-owned, indirect subsidiaries of Neuberger Berman Group LLC. Specifically, the Board reviewed and considered financial statements of NBIA and other financial information for NBIA. The Board determined that NBIA is solvent and sufficiently well capitalized to perform the ongoing responsibilities to the Master Fund and to satisfy its obligations under the Investment Company Act and the Investment Advisory Agreement.

 

The Board discussed and reviewed the Advisory Fee, together with the fee paid by NBIA to NBAA out of the Advisory Fee (the "Sub-Advisory Fee"), and the appropriateness of such Advisory Fee. The Board reviewed and considered how the Advisory Fee and Sub-Advisory Fee for the Master Fund reflects the economies of scale for the benefit of the members of the Master Fund, noting that economies of scale are realized when a fund's assets increase significantly and that the Master Fund did not have increasing assets. During its discussion of the Advisory Fee and Sub-Advisory Fee, the Board also considered the incentive carried interest to be received by NBIA or its affiliate. The Board also reviewed and considered the fees or other payments to be received by NBIA, NBAA and their affiliates, including any distribution and service fee payable by the Master Funds' feeder funds, NB Crossroads Private Markets Fund V (TE) LP, NB Crossroads Private Markets Fund V (TI) LP, NB Crossroads Private Markets Fund V (TE) Advisory LP and NB Crossroads Private Markets Fund V (TI) Advisory LP, to an

 

 20 

 

 

NB Crossroads Private Markets Fund V Holdings LP

Advisory and Sub-Advisory Agreement Approval

September 30, 2021 (Unaudited)

 

affiliate. Specifically, the Board reviewed and considered a comparison of fees charged by investment advisers to fund peers of the Master Fund, and fees charged by NBIA, NBAA or their affiliates with respect to other funds of funds programs. The Board noted, in comparing fee structures of the Master Fund with those of non-registered funds, the additional administrative, financial reporting and legal services provided by Neuberger Berman to the Master Fund. The Board concluded that the Advisory Fee and Sub-Advisory Fee were reasonable.

 

The Board discussed and reviewed the nature, extent and quality of services rendered to the Master Fund by NBIA and NBAA. The Board discussed the structure and capabilities of Neuberger Berman, including technology and operation support, which support the services provided to the Master Fund. The Board also considered Neuberger Berman's extensive administrative and compliance infrastructure. The Board also reviewed and discussed the experience and qualifications of key personnel of Neuberger Berman, including the qualifications of the portfolio managers to manage the Master Fund, including their experience managing funds of private funds, including other registered funds of private equity funds that the Board oversees, and the background and expertise of the key personnel and amount of time they would be able to devote to the Master Fund's affairs. There was also a discussion on performance analytics and the various indices and benchmarks used for the Master Fund. The Board concluded that, in light of the particular requirements of the Master Fund, it was satisfied with the professional qualifications and overall commitment to the Master Fund of the portfolio management team.

 

The Board discussed Neuberger Berman's profitability and, after reviewing this information, and other information discussed at the meetings, determined that the profitability relating to the Master Fund was not disproportionately large so that it bore no reasonable relationship to the services rendered and also determined that, given the overall performance of the Master Fund and Neuberger Berman's service levels, the current profitability of Neuberger Berman resulting from its relationship to the Master Fund was not excessive.

 

The Board also continued its review in an executive session in which independent legal counsel was present. At the conclusion of these discussions, the Board agreed that it had been furnished with sufficient information to make an informed business decision with respect to the renewal of the Agreements. Based on the information provided to the Board, and the considerations and conclusions described above, the Board, including each of the Independent Directors, determined to approve the continuance of the Agreements. In approving the continuation of the Agreements, the Board considered these conclusions and determinations and also relied on its previous knowledge, gained through meetings and other interactions with Neuberger Berman, of NBIA and NBAA and the services provided to the Fund by NBIA and NBAA. The Board also relied on information received on a routine and regular basis throughout the year relating to the operations and compliance infrastructure of the Fund and the investment management and other services provided under the Agreements, including information on the comparative and absolute investment performance of the Fund. Certain aspects of these arrangements may receive greater scrutiny in some years than in others, and the Board's conclusions may be based, in part, on their consideration of the Fund's arrangements, or substantially similar arrangements for other NBAA-advised funds that the Board oversees, in prior years.

 

 21 

 

 

Item 2. Code of Ethics.

 

Not applicable for semi-annual reports.

 

Item 3. Audit Committee Financial Expert.

 

Not applicable for semi-annual reports.

 

Item 4. Principal Accountant Fees and Services.

 

Not applicable for semi-annual reports.

 

Item 5. Audit Committee of Listed Registrants.

 

Not applicable for semi-annual reports.

 

Item 6. Schedule of Investments.

 

(a) The Schedule of Investments is included as part of the report to partners filed under Item 1 of this form.

 

(b) Not applicable.

 

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

 

Not applicable for semi-annual reports.

 

Item 8. Portfolio Managers of Closed-End Management Investment Companies.

  

(a) Not applicable for semi-annual reports.

 

(b) As of September 30, 2021:

 

Neuberger Berman Private Equity’s PIPCO investment team is responsible for the day-to-day management of the Fund and serves as the day-to-day interface with the members of the Private Investment Portfolio and Co-Investment Investment Committee (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.

 

Since the Registrant’s most recent annual report on Form N-CSR, Elizabeth Traxler was added as a member of the Investment Committee. The information below is with respect to Elizabeth Traxler, who joined the Investment Committee effective August 2021.

 

 

 

Elizabeth Traxler is a Managing Director of Neuberger Berman and a senior member of the Private Investment Portfolios & Co-Investments team. She is also a member of the Private Investment Portfolios, Co-investments and the Secondary Investment Committees. Prior to joining Neuberger Berman in 2008, Ms. Traxler was at Wachovia Capital Partners (now known as Pamlico Capital), where she focused on making direct 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 for private equity-backed transactions. She is currently a Board Observer for several private companies and Advisory Board member for a number of private equity funds. 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.

 

Other Accounts Managed as of September 30, 2021:

 

The following tables set forth information about funds and accounts other than the Registrant for which Elizabeth Traxler, as a member of the Investment Committee, is primarily responsible for the day-to-day portfolio management as of September 30, 2021. Registered investment companies in a “master-feeder” structure are counted as one investment company for purposes for determining the number of accounts managed.

 

Elizabeth Traxler

 

Registered Investment Companies
Managed		   Pooled Vehicles Managed   Other Accounts Managed 
Number   Total Assets   Number   Total Assets   Number   Total Assets 
7   $1,305,414,891    29   $20,341,123,051    104   $30,888,628,364  

 

Registered Investment Companies
Managed		   Pooled Vehicles Managed   Other Accounts Managed 
Number with
Performance-
Based Fees		   Total Assets with
Performance- Based
Fees		   Number with
Performance-
Based Fees		   Total Assets with
Performance-Based
Fees		   Number with
Performance-
Based Fees		   Total Assets with
Performance-
Based Fees		 
7   $1,305,414,891    29   $20,341,123,051    104   $30,888,628,364  

 

Potential Conflicts of Interests

 

Real, potential or apparent conflicts of interest may arise should members of the Portfolio Management Team have day-to-day portfolio management responsibilities with respect to more than one fund. Portfolio Management Team members may manage other accounts with investment strategies similar to the Registrant, including other investment companies, pooled investment vehicles and separately managed accounts. Fees earned by the Investment Adviser may vary among these accounts and Portfolio Management Team members may personally invest in these accounts. These factors could create conflicts of interest because the Portfolio Management Team members may have incentives to favor certain accounts over others, that could result in other accounts outperforming the Registrant. A conflict may also exist if a Portfolio Management Team member identifies a limited investment opportunity that may be appropriate for more than one account, but the Registrant is not able to take full advantage of that opportunity due to the need to allocate that opportunity among multiple accounts. In addition, a Portfolio Management Team member may execute transactions for another account that may adversely impact the value of securities held by the Registrant. However, the Investment Adviser believes that these risks are mitigated by the fact that accounts with like investment strategies managed by the Portfolio Management Team members are generally managed in a similar fashion and the Investment Adviser has policies that seek to allocate opportunities on a fair and equitable basis, taking into consideration the investment objectives and strategies and any legal, tax or regulatory considerations.

 

 

 

Compensation Structure of Portfolio Manager(s) or Management Team Members - As of September 30, 2021:

 

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

 

Compensation for the Fund’s Portfolio Management Team consists of fixed (salary) and variable (bonus) 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. In addition, in prior years certain employees may have elected to have a portion of their compensation delivered in the form of equity.

 

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

 

·Contingent Compensation. Certain employees may participate in 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, up to 20% of a participant’s annual total compensation in excess of $500,000 is contingent and subject to vesting. The contingent amounts are maintained in a notional account that is 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 members of investment teams, including 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.

 

·Restrictive Covenants. Most investment professionals, including Portfolio Fund 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 grants have also agreed to additional notice and transition periods and, in some cases, non-compete restrictions.

 

 

 

Disclosure of Securities Ownership

 

As of September 30, 2021, Elizabeth Traxler did not own any interest in the Registrant.

 

Item 9. Purchase of Equity Securities By Close-End Management Investment Company and Affiliated Purchasers.

 

Not applicable.

 

Item 10. Submission of Matters to a Vote of Security Holders.

 

There have been no material changes to the procedures by which partners may recommend nominees to

the Board.

 

Item 11. Controls and Procedures.

 

(a) The Registrant's Principal Executive Officer and Principal Financial Officer have concluded that the Registrant's disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended (the “1940 Act”)) were effective as of a date within 90 days prior to the filing date of this report, based on their evaluation of the effectiveness of the Registrant's disclosure controls and procedures, as required by Rule 30a-3(b) of the 1940 Act.

 

(b) There were no changes in the Registrant's internal control over financial reporting that occurred during the Registrant's 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.

 

Item 12. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies.

 

(a) The Fund did not engage in any securities lending activity during the period ended September 30, 2021.

 

(b) The Fund did not engage in any securities lending activity and did not engage a securities lending agent during the period ended September 30, 2021.

 

Item 13. Exhibits.

 

(a)(1)Not applicable

 

(a)(2)Separate certifications for the Registrant's Principal Executive Officer and Principal Financial Officer, as required by Rule 30a-2(a) under the 1940 Act are filed herewith.

 

(a)(3)Not applicable

 

(b)Certification pursuant to Section 906 of the Sarbanes-Oxley Act is furnished herewith.

 

 

 

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.

 

NB Crossroads Private Markets Fund V (TI) LP
     
By /s/ James Bowden  
  James Bowden  
  Chief Executive Officer and President  

 

Date: December 9, 2021

 

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/ James Bowden  
  James Bowden  
  Chief Executive Officer and President  
  (Principal Executive Officer)  
     
Date: December 9, 2021  
     
By /s/ Mark Bonner  
  Mark Bonner  
  Treasurer  
  (Principal Financial Officer)  
     
Date: December 9, 2021