NB Crossroads Private Markets Fund VI Custody LP Form POS AMI Filed

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SECURITIES AND EXCHANGE COMMISSION

FORM POS AMI Post-effective amendments to 40 Act only filings

Filing Date: 2019-07-26 SEC Accession No. 0001140361-19-013506

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FILER NB Crossroads Private Markets Fund VI Custody LP Mailing Address Business Address 325 NORTH SAINT PAUL 325 NORTH SAINT PAUL CIK:1774376| IRS No.: 000000000 | State of Incorp.:DE | Fiscal Year End: 0331 STREET STREET Type: POS AMI | Act: 40 | File No.: 811-23442 | Film No.: 19978516 49TH FLOOR 49TH FLOOR DALLAS TX 75201 DALLAS TX 75201 (212) 476-8800

As filed with the Securities and Exchange Commission on July 26, 2019 Investment Company Act File No. 811-23442

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

FORM N-2

(CHECK APPROPRIATE BOX OR BOXES)

☒ REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

☒ Amendment No. 1

NB CROSSROADS PRIVATE MARKETS FUND VI CUSTODY LP

(Exact name of Registrant as specified in Charter)

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

Registrants Telephone Number, including Area Code: (212) 476-8800

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

COPY TO:

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

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

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Advisers Act of 1940, as amended (the Advisers Act). This Registration Statement does not constitute an offer to sell, or the solicitation of any offer to buy, Interests in the Registrant.

CONFIDENTIAL PRIVATE OFFERING MEMORANDUM

NB CROSSROADS PRIVATE MARKETS FUND VI CUSTODY LP

Offering of Limited Partnership Interests

July 2019 THE INFORMATION CONTAINED IN THIS CONFIDENTIAL PRIVATE OFFERING MEMORANDUM (THE OFFERING MEMORANDUM) IS QUALIFIED IN ITS ENTIRETY BY THE REGISTRATION STATEMENT ON FORM N-2, AS AMENDED, FILED WITH THE SECURITIES AND EXCHANGE COMMISSION (SEC), AS DESCRIBED BELOW UNDER REGISTRATION STATEMENT. Neuberger Berman Investment Advisers LLC (the Investment Adviser), an affiliate of Neuberger Berman Group LLC, is offering to suitable investors (the Investors) interests in NB Crossroads Private Markets Fund VI Custody LP, a limited partnership organized under the laws of Delaware (the Fund). NB Crossroads PMF VI GP LLC (the General Partner) serves as the general partner of the Fund. The Fund invests all or substantially all of its assets in NB Crossroads Private Markets Fund VI Holdings LP (the Master Fund) as part of a master/feeder fund structure. The Investment Adviser has engaged NB Alternatives Advisers LLC (the Sub-Adviser and, together with the Investment Adviser, the Adviser) to make all investment decisions with respect to the Master Fund. The Investment Adviser may form one or more additional feeder funds or parallel vehicles from time to time. The Fund is offering limited partnership interests (the Interests) on a private placement basis to suitable investors. Interests are being offered only to persons or entities that are both accredited investors as defined in Section 501(a) of Regulation D under the Securities Act of 1933, as amended (the Securities Act), and qualified clients as defined in Rule 205-3 under the Investment Advisers Act of 1940, as amended (the Advisers Act), in private placement transactions that do not involve any public offering within the meaning of Section 4(a)(2) of, and/or Regulation D under, the Securities Act. The Investment Adviser is seeking commitments to the Master Fund in the aggregate of $350 million (or higher, in the discretion of the Investment Adviser). The minimum capital commitment (Commitment) to the Fund will be $50,000 although the Board of Directors of the Fund reserves the right to accept Commitments of lesser amounts in its discretion. An Investors Commitment will be drawn down pursuant to the terms detailed herein. See Section III – Summary of Offering Terms for other offering terms and a more extensive description of the Limited Partnership Agreement of the Fund (the Partnership Agreement). The Fund will remain in existence for a period of approximately ten years, subject to two one-year extensions, which may be approved by the Board of Directors of the Fund. Further extensions thereafter must be approved by a majority-in-interest of the Investors. An investment in the Fund is speculative with a substantial risk of loss. No market for the Interests exists or is expected to develop and an investment in the Fund is only suitable for Investors who have no need for liquidity in the investment. The transfers of Interests may be made only with the prior written consent of the Board of Directors of the Fund, which may be withheld in the Boards sole discretion. See Section XI – Risk Factors and Potential Conflicts of Interest for special considerations relevant to an investment in the Interests. •The Interests are not listed on any securities exchange, and it is not anticipated that a secondary market for the Interests will develop. The Fund may provide liquidity through periodic tender offers to repurchase a limited amount of the Fund’s Interests. However, the Fund currently does not expect to offer to repurchase Interests. •An investment in the Fund may not be suitable for investors who may need the money they invested in a specified timeframe. • The amount of distributions that the Fund may pay, if any, is uncertain. IN MAKING AN INVESTMENT DECISION, PROSPECTIVE INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE FUND AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THE INTERESTS HAVE NOT BEEN RECOMMENDED, APPROVED OR DISAPPROVED BY THE SEC, ANY STATE SECURITIES COMMISSION OR ANY OTHER REGULATORY AUTHORITY. NONE OF THE FOREGOING AUTHORITIES HAVE PASSED UPON, OR ENDORSED, THE MERITS OF THIS OFFERING OR THE ACCURACY OR ADEQUACY OF THIS OFFERING MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document TABLE OF CONTENTS THE INTERESTS HAVE NOT BEEN, AND WILL NOT BE, REGISTERED WITH THE SEC UNDER THE SECURITIES ACT, OR UNDER THE SECURITIES LAWS OF ANY STATES, AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH STATE LAWS. THE INTERESTS ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE, AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND SUCH APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREUNDER. THERE IS NO PUBLIC OR OTHER MARKET FOR THE INTERESTS, NOR IS IT LIKELY THAT ANY SUCH MARKET WILL DEVELOP. THEREFORE, PROSPECTIVE INVESTORS MUST EXPECT TO BE REQUIRED TO RETAIN OWNERSHIP OF THE INTERESTS AND BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR THE TERM OF THE FUND. IN ADDITION, THE FUNDS PARTNERSHIP AGREEMENT CONTAINS RESTRICTIONS ON TRANSFER AND RESALE OF THE INTERESTS OFFERED HEREBY. THIS OFFERING MEMORANDUM DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, A SECURITY IN ANY JURISDICTION OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH AN OFFER OR SOLICITATION IN THAT JURISDICTION. NO PERSON HAS BEEN AUTHORIZED IN CONNECTION WITH THIS OFFERING TO GIVE ANY INFORMATION OR MAKE REPRESENTATIONS OTHER THAN AS CONTAINED IN THIS OFFERING MEMORANDUM. NO PROSPECTIVE INVESTOR SHOULD CONSIDER OR RELY UPON ANY REPRESENTATION OR INFORMATION NOT SPECIFICALLY CONTAINED HEREIN, AS NO SUCH EXTRANEOUS REPRESENTATION OR WARRANTY HAS BEEN AUTHORIZED BY THE FUND, THE INVESTMENT ADVISER OR ANY AFFILIATE THEREOF. FURTHERMORE, IN THE EVENT THAT ANY OF THE TERMS, CONDITIONS OR OTHER PROVISIONS OF THE PARTNERSHIP AGREEMENT ARE INCONSISTENT WITH OR CONTRARY TO THE DESCRIPTIONS OR TERMS IN THIS OFFERING MEMORANDUM, THE PARTNERSHIP AGREEMENT WILL CONTROL. PROSPECTIVE INVESTORS ARE EXPECTED TO CONDUCT THEIR OWN INQUIRIES INTO THE BUSINESSES AND OPERATIONS OF THE FUND, THE INVESTMENT ADVISER AND THEIR AFFILIATES. THE CONTENTS OF THIS OFFERING MEMORANDUM ARE NOT TO BE CONSTRUED AS LEGAL, TAX OR INVESTMENT ADVICE. EACH PROSPECTIVE INVESTOR SHOULD CONSULT ITS OWN ADVISOR(S) AS TO LEGAL, TAX, BUSINESS AND RELATED MATTERS CONCERNING THIS INVESTMENT. THIS OFFERING MEMORANDUM IS CONFIDENTIAL AND CONSTITUTES AN OFFER ONLY TO THE OFFEREE HEREOF. DELIVERY OF THIS OFFERING MEMORANDUM TO ANYONE OTHER THAN THE OFFEREE OR SUCH OFFEREES ADVISORS IS UNAUTHORIZED AND ANY REPRODUCTION OF THIS OFFERING MEMORANDUM, IN WHOLE OR IN PART, OR ANY ATTEMPT TO DIVULGE ITS CONTENTS, IN WHOLE OR IN PART, WITHOUT THE PRIOR WRITTEN CONSENT OF THE INVESTMENT ADVISER IS PROHIBITED. THE DELIVERY OF THIS OFFERING MEMORANDUM DOES NOT IMPLY THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE ON THE COVER HEREOF. THE STATEMENTS MADE IN THIS OFFERING MEMORANDUM MAY INCLUDE FORWARD-LOOKING STATEMENTS REGARDING THE FUTURE OPERATIONS, OPPORTUNITIES OR FINANCIAL PERFORMANCE OF (I) THE FUND, (II) OTHER FUND-OF-FUNDS VEHICLES MANAGED BY THE INVESTMENT ADVISER, (III) PRIVATE EQUITY FUNDS IN WHICH THE MASTER FUND INVESTS OR SUCH OTHER FUND-OF-FUNDS VEHICLES AND (IV) PRIVATE EQUITY INVESTMENT VEHICLES AND SEPARATE ACCOUNTS OWNED AND MANAGED BY AFFILIATES OF THE INVESTMENT ADVISER. THESE INCLUDE STATEMENTS CONTAINING WORDS SUCH AS ANTICIPATES, ESTIMATES, EXPECTS, PROJECTS, INTENDS, PLANS, TARGETS, SEEKS, BELIEVES AND WORDS OF SIMILAR IMPORT. THESE FORWARD–LOOKING STATEMENTS ARE JUST BEST ESTIMATIONS CONSISTENT WITH THE INFORMATION AVAILABLE TO THE INVESTMENT ADVISER AS OF THE DATE OF THIS OFFERING MEMORANDUM. SUCH INFORMATION MAY HAVE BEEN PROVIDED TO THE INVESTMENT ADVISER AND, ALTHOUGH THE INVESTMENT ADVISER HAS A REASONABLE BASIS TO RELY ON SUCH INFORMATION, THE INVESTMENT ADVISER HAS NOT INDEPENDENTLY VERIFIED SUCH INFORMATION OR OTHERWISE CONFIRMED THAT IT IS NOT OUTDATED. THUS, THE

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document TABLE OF CONTENTS FORWARD–LOOKING STATEMENTS HEREIN INVOLVE KNOWN AND UNKNOWN RISKS AND UNCERTAINTIES SUCH THAT ACTUAL FUTURE OPERATIONS, OPPORTUNITIES OR FINANCIAL PERFORMANCE MAY DIFFER MATERIALLY FROM THESE FORWARD–LOOKING STATEMENTS. UNDUE RELIANCE SHOULD NOT BE PLACED ON FORWARD–LOOKING STATEMENTS, WHICH SPEAK ONLY AS OF THE DATE HEREOF. THERE IS NO OBLIGATION FOR THE INVESTMENT ADVISER TO UPDATE OR ALTER ANY FORWARD–LOOKING STATEMENTS, WHETHER AS A RESULT OF NEW INFORMATION, FUTURE EVENTS OR OTHERWISE. ALL FORWARD–LOOKING STATEMENTS CONTAINED HEREIN ARE QUALIFIED IN THEIR ENTIRETY BY THE FOREGOING CAUTIONARY STATEMENTS. PROSPECTIVE INVESTORS RESIDENT IN THE STATE OF FLORIDA, THE STATE OF GEORGIA, THE COMMONWEALTH OF PENNSYLVANIA OR IN A COUNTRY OUTSIDE THE UNITED STATES SHOULD REFER TO APPENDIX A TO THIS OFFERING MEMORANDUM FOR SPECIFIC DISCLAIMERS AND INFORMATION RELATING TO THE OFFERING OF INTERESTS TO SUCH RESIDENTS.

Additional Information The Fund has agreed to provide, prior to the consummation of the transactions contemplated herein, to each offeree of the Interests the opportunity to ask questions of and receive answers from the Investment Adviser concerning the terms and conditions of this offering and to obtain any additional information, to the extent the Investment Adviser possesses such information or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of the information set forth herein. Prospective Investors and their professional advisors are invited to request any further information they may desire from the Sub- Adviser: NB Alternatives Advisers LLC 1290 Avenue of the Americas New York, NY 10104 Telephone: (212) 476-8800

SEC Registration Statement Each of the Fund and the Master Fund is a Delaware limited partnership registered under the Investment Company Act of 1940, as amended, as a closed-end, non-diversified, management investment company. The Registration Statement on Form N-2 for each of the Fund and the Master Fund, as well as each amendment thereto and certain other additional information about the Fund and the Master Fund, is available on the SECs website at www.sec.gov. The Registration Statement on Form N-2 for each of the Fund and the Master Fund, as well as each amendment thereto, is incorporated by reference into this Offering Memorandum. This Offering Memorandum includes information required to be included in a prospectus and statement of additional information. You may request a free copy of the Registration Statement for the Fund and/or the Master Fund, as well as this Offering Memorandum, annual and semi-annual reports to Investors when available, and other information about the Fund, and make inquiries by calling or writing to the Fund at the telephone number and address listed in Additional Information above.

iii

TABLE OF CONTENTS

PAGE I. GLOSSARY OF DEFINED TERMS 1

II. EXECUTIVE SUMMARY 3 Key Fund Terms 4 Fund Fees and Expenses 5

III. SUMMARY OF OFFERING TERMS 12

IV. THE FUND 22

V. INVESTMENT OBJECTIVE AND PROCESS 23 Investment Objective and Process 23 Net Asset Valuation 28 Investment Policies and Restrictions 31 Waiving of Voting Rights 32 Other Regulatory 32

VI. MANAGEMENT 33 Board of Directors 33 Board of Directors and Officers 33 General Partner 34 Investment Adviser and Sub-Adviser 34 Special Limited Partner 34 Portfolio Management 34 Further Information Regarding Management of the Fund 45 Control Persons and Principal Holders of Securities 49 Proxy Voting Policies and Procedures 49

VII. THE OFFERING 50 Description of Interests 50 Investor Commitments and Drawdowns 50 Purchase Procedures 50 No Right of Redemption 51 Repurchase of Interests 51 Transfer of Interests 52

VIII. AGREEMENTS; SERVICE PROVIDERS 53 Investment Advisory Agreement 53 Investment Sub-Advisory Agreement 53 Placement Agent 54 Administrator 54 Custodian 54

IX. FEES AND EXPENSES OF THE FUND; DISTRIBUTIONS 55 Servicing Fees 55 Advisory Fees 55 Carried Interest 55 Fund Expenses 56 Distributions 56

XI. RISK FACTORS AND POTENTIAL CONFLICTS OF INTEREST 61 Risk Factors 61 Potential Conflicts of Interest 75

XII. CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS 78

XIII. ADDITIONAL INFORMATION 86

APPENDIX A SECURITIES LEGENDS FOR SELECT JURISDICTIONS A-1

APPENDIX B RELATED PERFORMANCE INFORMATION FOR RELATED ACCOUNTS B-1

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document TABLE OF CONTENTS I. GLOSSARY OF DEFINED TERMS The following terms, which are used throughout this Offering Memorandum are defined as follows: 1940 Act The Investment Company Act of 1940, as amended

Administration Agreement The agreement between the Fund and the Administrator with respect to the provision of administrative services to the Fund

Administrator UMB Fund Services, Inc. (or any successor administrator)

Adviser The Investment Adviser and the Sub-Adviser

Advisers Act The Investment Advisers Act of 1940, as amended

Board The Board of Directors of the Fund and the Master Fund, as applicable

CFTC The Commodity Futures Trading Commission

Code The Internal Revenue Code of 1986, as amended

Co-Investment An investment directly in equity or debt securities of portfolio companies alongside Portfolio Funds and other private equity firms

Commitments Capital commitments from Investors to the Fund

Covered Persons The Investment Adviser, the Sub-Adviser and their respective affiliates, related shareholders, members, employees or agents

Custodian UMB Bank, N.A. (or any successor custodian)

Directors The directors comprising the Board of the Fund and the Master Fund

Fund NB Crossroads Private Markets Fund VI Custody LP

General Partner NB Crossroads PMF VI GP LLC

Interests Limited partnership interests in the Fund

Independent Directors Directors that are not interested persons, as defined in Section 2(a)(19) of the 1940 Act, of either the Fund or the Master Fund

Invested Capital The total capital that the Master Fund contributes to its underlying investments, including cash and cash equivalents

Investment Adviser Neuberger Berman Investment Advisers LLC (or any successor investment adviser to the Master Fund)

Investment Advisory Agreement The investment advisory agreement between the Master Fund and the Investment Adviser

Investment Sub-Advisory Agreement The investment sub-advisory agreement between the Investment Adviser and Sub- Adviser

Investors Persons or entities subscribing for Interests in the Fund and admitted as limited partners

Master Fund NB Crossroads Private Markets Fund VI Holdings LP

NAV Net asset value

Neuberger Berman Neuberger Berman Group LLC

OFAC The U.S. Department of Treasury’s Office of Foreign Assets Control

Offering Memorandum This Confidential Private Offering Memorandum

Partnership Agreement The Limited Partnership Agreement of the Fund, as amended from time to time

Placement Agent Neuberger Berman BD LLC, an affiliate of Neuberger Berman (or any successor placement agent to the Fund)

Portfolio Funds Underlying professionally managed private equity funds and other collective investment vehicles or accounts in which the Master Fund invests

Proskauer Proskauer Rose LLP, counsel to the Fund and the Master Fund

Portfolio Fund Managers The group of alternative asset managers who manage the Portfolio Funds

Portfolio Management Team The investment professionals responsible for the day-to-day management of the Master Fund’s portfolio

Securities Act The Securities Act of 1933, as amended

SEC Securities and Exchange Commission

Special Limited Partner NB CPM Fund VI SLP LP, the special limited partner of the Master Fund

Sub-Adviser NB Alternatives Advisers LLC (or any successor investment sub-adviser to the Master Fund)

Subscription Documents The Subscription Documents, as amended from time to time, required to be completed by prospective Investors

UBTI Unrelated business taxable income

Underlying Commitments Total capital commitments entered into by the Master Fund with respect to Portfolio Funds and Co-Investments

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document TABLE OF CONTENTS II. EXECUTIVE SUMMARY NB Crossroads Private Markets Fund VI Custody LP (the Fund) is an investment fund formed by Neuberger Berman Investment Advisers LLC (the Investment Adviser) and NB Alternatives Advisers LLC (the Sub-Adviser, and together with the Investment Adviser, the Adviser), which are indirect wholly-owned subsidiaries of Neuberger Berman Group LLC (Neuberger Berman or the Firm). The Fund is a limited partnership organized under the laws of Delaware on April 16, 2019 and is registered under the 1940 Act as a closed-end, non-diversified, management investment company. NB Crossroads PMF VI GP LLC (the General Partner) serves as the general partner of the Fund. The Fund will invest all or substantially all of its assets in the Master Fund, a Delaware limited partnership that is also registered under the 1940 Act as part of a master/feeder structure. The Master Fund has the same investment objective, investment policies and restrictions as those of the Fund. The Investment Adviser serves as investment adviser of the Master Fund and provides management services to the Fund. The Investment Adviser has engaged the Sub-Adviser to assist with investment decisions with respect to the Master Fund. For convenience of reference, references herein to the Fund include the Fund and the Master Fund, unless the context requires otherwise. The Fund seeks to achieve attractive risk-adjusted returns (primarily through long-term capital gains) principally by making primary investments (each, a Primary Investment) in a portfolio of newly formed, third party private equity funds—private equity funds managed by various unaffiliated asset managers (Portfolio Funds). The Fund will also opportunistically make secondary investments in Portfolio Funds acquired in privately negotiated transactions from investors in these Portfolio Funds typically after the end of the Portfolio Funds fundraising period (each, a Secondary Investment), and invest directly in equity or debt securities of portfolio companies alongside Portfolio Funds and other private equity firms (each, a Co-Investment). The Fund seeks to invest in Portfolio Funds managed by experienced Portfolio Fund Managers that generally have an established track record. The Adviser believes the coupling of Secondary Investments and Co-Investment activities with Primary Investments should enhance and accelerate investment returns and will offer Investors an opportunity to gain exposure to a broad range of private equity investment opportunities in the United States, Europe, Asia and emerging markets around the world. The Master Fund seeks to raise at least $350 million in aggregate capital commitments, including commitments by Neuberger Berman and key investment professionals, which are expected to represent, in aggregate, a minimum of 1% of the Master Funds capital commitments, including the commitment by Neuberger Berman. The private equity market primarily consists of long-term equity investments in private companies, traditionally characterized by buyouts and venture and growth capital investments. Private equity typically provides long-term capital for non-publicly traded companies, as well as for liquidity to private shareholders. This capital is used for a variety of purposes including business start-ups, expansions, acquisitions, recapitalizations, restructurings and turnarounds. Private equity investments are typically held in investment partnerships for approximately three to seven years, and during such time are largely illiquid. The average life span of a private equity fund, such as the Portfolio Funds, is ten to twelve years. Distributions from Portfolio Funds are typically made towards the middle to the end of the Portfolio Funds lives, when the Portfolio Fund Managers can realize the Portfolio Funds returns on their investments in underlying portfolio companies through sales of these companies to third parties, initial public offerings of these companies or recapitalizations of these companies. Therefore, investments in private equity funds are long-term investments. The Fund provides an opportunity for Investors to potentially achieve attractive returns by investing in the private equity asset class while relying on the skills, experience and relationships of the Adviser and Neuberger Berman.

Key Fund Terms A summary of key terms for the offering is listed below. This summary is qualified in its entirety by the more detailed information on the terms of the offering provided in Section III – Summary of Offering Terms. Target Size of Master Fund: $350 million (or higher, at the discretion of the Investment Adviser).

Minimum Commitment to the $50,000 (Commitments of lesser amounts at the discretion of the Board). Fund:

Investment Period: Five years from the initial closing date (except for follow-on investments in existing Portfolio Funds and Co-Investments).

Term: Ten years. The Master Fund’s and the Fund’s terms will expire on December 31 following the tenth anniversary of the initial closing of the Fund (subject to two extensions by the Board without the approval of the Investors for up to one year per extension. Any extensions thereafter must be approved by a majority-in-interest of the Investors).

Investors have no right to require the Fund to redeem their Interests during the Fund’s term.

Offering: The initial closing date for subscriptions for Interests is currently expected to be in the third quarter of 2019. Subsequent to the initial closing of the Fund, the Fund may offer Interests through multiple closings, which are anticipated to occur over a period of up to one year following the initial closing.

Advisory Fee: The Master Fund will pay the Investment Adviser an advisory fee quarterly at an annual rate of 0.80% following the Master Fund’s commencement of operations through the end of year eight from the commencement of operations and then at an annual rate of 0.15% for the remaining life of the Master Fund, in each case based on the Master Fund’s Invested Capital (the Advisory Fee). In no event will the Master Fund’s Invested Capital exceed the amount of Investors’ total Commitments. The Advisory Fee is paid by the Master Fund only. The Fund, however, due to its investment in the Master Fund will indirectly bear a proportional percentage of the Advisory Fee.

Carried Interest: Carried interest is a share of the Master Fund’s returns that is paid to the Special Limited Partner by the Master Fund in the event that specified investment returns are achieved by the Master Fund. After each Investor has received aggregate distributions equal to 125% of all drawn Commitments (excluding capital called for Servicing Fee payments to the Placement Agent), a carried interest will be distributed to the Special Limited Partner at the following rates: 7.0% if the Master Fund reaches an allocation of at least 40% of its Underlying Commitments to Secondary Investments and Co-Investments combined; 6.75% if the Master Fund’s allocation to Secondary Investments and Co-Investments combined is at least 35% but less than 40% of Underlying Commitments; and 6.5% if the allocation is below 35% of Underlying Commitments. The carried interest will be distributed to the Special Limited Partner only after the fourth anniversary of the final closing, except in respect of an Investor’s repurchase of its Interest. While the carried interest will be allocated at the Master Fund level, the Fund and its limited partners will indirectly be subject to the Master Fund’s carried interest.

Tax Status: The Fund intends to qualify and elect to be treated as a regulated investment company or RIC under the Code. 4

Fund Fees and Expenses The fee table below is intended to assist Investors in understanding the various costs and expenses that the Fund expects to incur, and that Investors can expect to bear, directly or indirectly, by investing in the Fund. This fee table is based on estimated expenses of the Fund for the fiscal year ending March 31, 2020, and assumes that the Master Fund raises $350 million in total Commitments from Investors during the first year, that 30% of total Commitments are drawn down in the first year, and that substantially all of the drawn-down Commitments are invested in the first year (after the initial closing) and are valued at cost (i.e., Invested Capital is equal to 30% of Commitments and approximately the same as net assets). Investors will indirectly bear the fees of the Master Fund (including the Advisory Fee) and these fees are reflected in the fee table and examples below. Investor Transaction Expenses Sales Load (as a percentage of offering price) 0.00% As a Percentage of Average Net Assets Annual Expenses Advisory Fee(1) 0.80% Other Operating Expenses(2) 1.01% Servicing Fee(3) 0.83% Acquired Fund Fees and Expenses(4) 1.18% Total Annual Expense Ratio before Carried Interest(5) 3.82%

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

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document TABLE OF CONTENTS The purpose of the table above and the examples below is to assist prospective Investors in understanding the various costs and expenses Investors in the Fund will bear directly or indirectly.

Example 1 1 Year 3 Years 5 Years 10 Years You would pay the following expenses on a $1,000 investment, assuming a 5% annual return:(1) $ 38 $ 101 $ 159 $ 307

(1)The example above presents the Fund’s estimated expenses based on a Commitment of $1,000, which is called in full after the initial closing during year 1 without any subsequent capital calls. The following example presents the Funds estimated expenses based on a $1,000 Commitment to the Fund, which is called over time from an Investor in the amounts and with the timing as outlined in the Summary of Offering Terms — Capital Calls section: 1 Year 3 Years 5 Years 10 Years You would pay the following expenses on a $1,000 Commitment, assuming capital calls of $300 in year 1, $200 in each of year 2 and year 3, $150 in year 4 and $0 in year 5, and a 5% annual return: $ 12 $ 42 $ 89 $ 213

Example 2 1 Year 3 Years 5 Years 10 Years You would pay the following expenses on a $50,000 investment, assuming a 5% annual return(2): $ 1,921 $ 5,044 $ 7,951 $ 15,361

(2)The example above presents the Fund’s estimated expenses based on a Commitment of $50,000, which is called in full after the initial closing during year 1 without any subsequent capital calls. The following example presents the Funds estimated expenses based on a $50,000 Commitment to the Fund, which is called over time from an Investor in the amounts and with the timing as outlined in the Summary of Offering Terms — Capital Calls section: 1 Year 3 Years 5 Years 10 Years You would pay the following expenses on a $50,000 Commitment, assuming capital calls of $15,000 in year 1, $10,000 in each of year 2 and year 3, $7,500 in year 4 and $0 in year 5, and a 5% annual return: $ 576 $ 2,108 $ 4,416 $ 10,559 The Examples above are based on the fees and expenses set forth above. It should not be considered a representation of future expenses. Actual expenses may be greater or less than those shown, and the Funds actual rate of return may be greater or less than the hypothetical 5.0% return assumed in the examples. The Examples assume participation in the initial closing, the Master Fund raises $350 million in total Commitments and capital is called as outlined above and described under Capital Calls in the Summary of Offering Terms section. The capital call may be greater or less than those highlighted by year, which would impact the dollar totals of the Examples.

NB Private Equity The Fund will be managed by the NB Private Equity Team (NB Private Equity or the Team) of the Sub-Adviser, which consists of over 150 dedicated investment professionals.1 NB Private Equity has achieved an annual compounded aggregate net internal rate of return (IRR) on primary investments in third-party private equity funds of 15.3%2 between its inception in 1987 and March 31, 2019. The Team is led by the NB Private Equity Private Investment Portfolio Investment Committee (the Investment Committee), which is comprised of thirteen members. The Master Fund will invest its assets in four strategic asset classes: • Small and Mid-Cap Buyout: Target 40-55% of the Master Fund3 ○Buyouts are characterized by the use of equity and debt to acquire established companies across a wide range of industries. Small and mid-cap buyout funds are highly segmented by geography, strategy, industry focus and size and there are numerous manager formations and spinoffs in any given year. • Large-Cap Buyout: Target 20-35% of the Master Fund3 ○The large-cap buyout market consists of a moderate number of Portfolio Funds of institutional fund managers that tend to have enormous resources, a large number of investment professionals and operational staff, and a significant global presence. •Special Situations (primarily distressed-oriented strategies): Target 10-20% of the Master Fund3 ○Special situations (or distressed-oriented investing) encompasses a broad range of strategies including distressed debt (control), distressed debt (non-control), distressed financial assets, operational turnarounds, rescue financings and high yielding credit- oriented strategies. • Venture and Growth Capital: Target 10-15% of the Master Fund3 ○Venture capital is characterized by equity investments in early through late stage startup companies with high potential growth, primarily in the technology and healthcare related industries. Growth capital is characterized by investments in companies that typically have a proven business model, but need capital to help facilitate growth.

The Master Funds Target Allocation

*Target allocations across all categories are subject to change at the discretion of the Team based on its evaluation of market conditions or available investment opportunities.

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

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document TABLE OF CONTENTS Experienced and Stable Investment Team: The Fund will be managed by NB Private Equity, a team comprised of over 160 investment professionals based in New York, Dallas, Boston, London, Milan, Hong Kong and Bogota. Our depth and experience has allowed NB Private Equity to deliver what we believe to be highly attractive portfolios for our clients, strong absolute and relative returns and exceptional client service. Long Term Track Record: NB Private Equity believes that it has demonstrated consistent and attractive performance over 30 years of private equity investing. NB Private Equity has achieved an aggregate net IRR on primary investments in third-party private equity funds of 15.3% from the period from its inception in 1987 to March 31, 2019.4 Additionally, NB Private Equity has over ten years of experience of making Co-investments. From 2009 through December 31, 2018, across the platform, NB Private Equity has invested approximately $7.1 billion in over 225 direct co-investment opportunities across a wide range of industries, geographies, enterprise values, and strategies.

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

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

Dedicated Secondary Investment and Co-Investment Capabilities •Robust Deal Flow and Execution: NB Private Equity will tactically weight Secondary Investments and Co-Investments within each of the Fund’s asset classes with the objective of maximizing risk-adjusted returns and minimizing the negative impact of the J- curve. A private equity fund’s net asset value will typically exhibit a J-curve, undergoing a modest decline in the early portion of the fund’s lifecycle as investment-related expenses and fees accrue prior to the realization of investment gains from portfolio companies, with the trend typically reversing in the later portion of the fund’s lifecycle as portfolio companies are sold and gains from investments are realized and distributed. The Team executes on this

4. Please see Appendix B for additional information on Related Account performance.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document TABLE OF CONTENTS strategy by leveraging our dedicated senior Secondary Investment and Co-Investment teams that provide robust deal flow, investment judgment and deal execution skills to the Fund. The Team believes that its ability to generate Secondary Investment and Co-Investment opportunities from dedicated senior Secondary Investment and Co-Investment teams represents a distinct competitive advantage over other private equity fund of funds managers. NB Private Equity has originated a substantial volume of private equity deal flow and is often a preferred co-investment partner for leading private equity firms, as illustrated by the more than 1,900 Co-Investment opportunities sourced from 2009 through December 31, 2018. •Secondary Investment Capabilities: Secondary Investments are interests in existing private equity funds that are acquired in privately negotiated transactions, typically after the end of the private equity fund’s fundraising period. The Fund’s Secondary Investments will be primarily generated from NB Private Equity’s secondary investment team. The secondary investment team is comprised of dedicated senior principals who have worked together for over 20 years. The secondary investment team focuses on acquiring partially or fully funded private equity limited partnership interests at attractive valuations on a global basis. •Co-Investment Capabilities: The Fund’s Co-Investments will be primarily generated from NB Private Equity’s co-investment team. The co-investment team is led by a twelve-person investment committee with an average of over 30 years of experience. The co- investment team seeks to achieve superior risk-adjusted returns by co-investing with high performing private equity investors in attractive investment opportunities and on favorable terms.

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

Independent Asset Management Firm •Strong and Stable Platform: NB Private Equity is a division of Neuberger Berman, a private, independent, employee-controlled investment manager. It partners with institutions, advisors and individuals throughout the world to customize solutions that address their needs for income, growth and capital preservation. With approximately 2,100 professionals, it offers an investment culture of independent thinking. Founded in 1939, the company provides solutions across equities, fixed income, hedge funds and private equity, and had approximately $333 billion in assets under management as of June 30, 2019.5 •Alignment of Interests: Neuberger Berman and key investment professionals expect to commit, in the aggregate, a minimum of 1% of the Master Fund’s capital commitments, including the commitment by Neuberger Berman. In addition, all key investment professionals will participate, through ownership interests in the Special Limited Partner, in the carried interest of the Master Fund. The Firm’s and Team’s interests in the Fund serve to align their interests with those of the Fund’s Investors.

5. Firm data reflects the collective data for the various subsidiaries of Neuberger Berman.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document TABLE OF CONTENTS •Significant Research and Diligence Resources: Neuberger Berman’s global network of employees and large pool of research and portfolio analysts provide the Team with valuable industry and company-specific insights, which supplement the Team’s analysis and evaluation of investment opportunities.6

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

6.Subject to Neuberger Berman’s policies and procedures, including certain information barriers within Neuberger Berman that are designed to prevent the misuse by Neuberger and its personnel of material information regarding issuers of securities that has not been publicly disseminated.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document TABLE OF CONTENTS able to identify investment opportunities that satisfy its investment objective and desired diversification goals or, if the Master Fund is successful in identifying such investment opportunities, that the Master Fund will be permitted to invest, or invest in the amounts desired, in such opportunities. •Co-Investments Risks: There can be no assurance that the Master Fund will be given Co-Investment opportunities, or that any Co-Investment offered to the Master Fund would be appropriate or attractive to the Master Fund. The market for Co-Investment opportunities may be very limited and the Co-Investment opportunities to which the Master Fund wishes to allocate capital may not be available at any given time. Due diligence will be conducted on Co-Investment opportunities; however, the Adviser may not have the ability to conduct the same level of due diligence applied to Portfolio Fund investments. In addition, the Adviser may have little opportunities to negotiate the terms of such Co-Investments. The Master Fund’s ability to dispose of Co-Investments is typically severely limited, both by the fact that the securities are expected to be unregistered and illiquid and by contractual restrictions that may limit, preclude or require certain approvals for the Master Fund to sell such investment. Co-Investments are generally subject to many of the same risks as investments in the Portfolio Funds. •Investments in Emerging Markets: The Master Fund and the Portfolio Funds may invest in emerging markets. The Fund defines emerging markets as the 24 countries that are part of the MSCI Emerging Market Index. Investing in emerging markets involves additional risks and special considerations not typically associated with investing in other, more established economies or markets. Such risks may include, among others, (i) greater social, economic and political uncertainty, including war or terrorism or social unrest; (ii) higher dependence on exports and the corresponding importance of international trade; (iii) greater volatility, less liquidity and smaller capitalization of markets; (iv) greater volatility in currency exchange rates; (v) greater risk of inflation; and (vi) less extensive regulation of financial and other markets;. •Special Situations and Distressed Investments: The special situations asset class will likely invest a significant portion of its assets in Portfolio Funds that invest in portfolio companies that may be in transition, out of favor, financially leveraged or troubled, or potentially troubled and may be or have recently been involved in major strategic actions, restructurings, bankruptcy, reorganization, or liquidation. These companies may be experiencing, or are expected to experience, financial difficulties that may never be overcome. The securities of such companies are likely to be particularly risky investments although they also may offer the potential for correspondingly high returns. Such companies’ securities may be considered speculative, and the ability of such companies to pay their debts on schedule could be affected by adverse interest rate movements, changes in the general economic climate, economic factors affecting a particular industry or specific developments within such companies. Such investments could, in certain circumstances, subject a Portfolio Fund to certain additional potential liabilities. No assurance can be given that the Funds investment program will be successful. Accordingly, an investment in the Fund entails substantial risks and a prospective investor should invest in the Fund only if it can sustain a complete loss of its investment. See Section XI – Risk Factors and Potential Conflicts of Interest.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document TABLE OF CONTENTS III. SUMMARY OF OFFERING TERMS THE FOLLOWING IS ONLY A SUMMARY OF CERTAIN INFORMATION CONTAINED IN THE PARTNERSHIP AGREEMENT AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THAT AGREEMENT. IN THE EVENT OF ANY INCONSISTENCY BETWEEN THE PARTNERSHIP AGREEMENT AND THIS SUMMARY, THE PARTNERSHIP AGREEMENT SHALL CONTROL. The Fund: The Fund is a limited partnership organized under the laws of the State of Delaware and is registered under the 1940 Act as a closed-end, non-diversified, management investment company. The Fund will offer and sell Interests in the Fund in minimum denominations of $50,000 only to investors that are both accredited investors, as defined in Regulation D under the Securities Act, and qualified clients, as defined in Rule 205-3 under the Advisers Act, in private placement transactions that do not involve any public offering within the meaning of Section 4(a)(2) of, and/or Regulation D under, the Securities Act. The Fund intends to qualify and elect to be treated as a regulated investment company (a RIC) under the Internal Revenue Code of 1986, as amended (the Code). Master/Feeder Structure: The Fund will pursue its investment objective by investing all or substantially all of its assets in the Master Fund, which in turn will execute investment transactions. The Master Fund has the same investment objective, investment policies and restrictions as those of the Fund. The Master Fund is a limited partnership organized under the laws of the State of Delaware on June 1, 2018 and is registered under the 1940 Act as a closed-end, non-diversified, management investment company. The Master Fund intends to qualify and elect to be treated as a RIC under the Code. The Master Fund is expected to commence operations after the initial closing of the Fund. In addition, other feeder funds that invest in the Master Fund alongside the Fund may be established from time to time. Such other feeder funds may be established for different investors with different terms and conditions. The General Partner, Investment Adviser and Sub- Each of the General Partner, Investment Adviser and Sub-Adviser is an Adviser: indirect wholly owned subsidiary of Neuberger Berman. Each of the Investment Adviser and Sub-Adviser is registered as an investment adviser under the Advisers Act. The Investment Adviser has full, exclusive and complete authority in the management and control of the business of the Master Fund and will make all decisions affecting the business of the Master Fund. The Investment Adviser has engaged the Sub-Adviser to assist with investment decisions with respect to the Master Fund. Investment Objective: The investment objective of the Fund is to provide attractive risk- adjusted returns to Investors. Through its

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document TABLE OF CONTENTS investment in the Master Fund, the Fund seeks to achieve this objective through investments in a portfolio of professionally managed Portfolio Funds and select Co-Investments in portfolio companies. The Fund, through the Master Fund, will make Primary Investments in newly formed Portfolio Funds. The Master Fund will also opportunistically invest in Secondary Investments in underlying Portfolio Funds acquired from investors in such Portfolio Funds and in Co-Investment opportunities. Investment Allocations: It is currently expected that the following private equity strategy allocations will be made for the Master Fund: Buyout 60% – 90% Venture and Growth Capital 10% – 15% Special Situations 10% – 20% Expected Target Number of Strategy: Allocation Investments Primaries 55 – 70% 20 – 25 Co-Investment / Secondary 30 – 45% Opportunistic Geography: United States 60 – 75% Europe 15 – 30% Rest of World 5 – 20% Suitability Standards: Interests are being offered only to persons or entities that are both an accredited investor, as defined in Regulation D under the Securities Act, and a qualified client, as defined in Rule 205-3 under the Advisers Act. Each prospective Investor in the Fund should obtain the advice of his, her or its own legal, accounting, tax and other advisers in reviewing documents pertaining to an investment in the Fund, including, but not limited to, this Offering Memorandum and the Partnership Agreement before deciding to invest in the Fund. Offering Size: The anticipated aggregate offering size for the Master Fund is approximately $350 million (or higher, at the discretion of the Investment Adviser). Investment Period: Five years. The Master Fund may not make a capital commitment to a Portfolio Fund, acquire an interest in a Secondary Investment, or make an initial investment in a Co-Investment after the fifth anniversary of the initial closing of the Fund, except for follow-on investments in existing Portfolio Funds and Co-Investments. Term: Ten years. The Master Funds and the Funds terms will expire on December 31 following the tenth anniversary of the initial closing of the Fund, which may be subject to two extensions by the Board without the approval of the Investors for up to one year per extension. Any extensions thereafter must be approved by a majority-in- interest of the Investors.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document TABLE OF CONTENTS Capital Commitments: The minimum Commitment to the Fund will be $50,000, although the Board reserves the right to accept Commitments of lesser amounts from officers and employees of the Investment Adviser, the Sub- Adviser or their affiliates as well as from employees of certain sub-placement agents retained by the Placement Agent to provide sales and investor support services. The Fund may offer Interests through multiple closings, which are anticipated to occur over a period of up to one year following the initial closing of the Fund, provided that the Board may extend such period. The initial closing date for subscriptions for Interests is currently expected to be in the third quarter of 2019. Capital Calls: A portion of the Investors total Commitment may be due immediately upon the closing of the Investors initial investment in the Fund, and the balance will be drawn down over time as the Master Fund makes investments and/or, as necessary, to fund other obligations of the Fund or the Master Fund. Commitments may be drawn down at any time, by the Fund making a capital call generally upon at least ten (10) business days prior written notice (including email) to either the Investor or the Investors designee. Although there is no set schedule for calling capital, it is estimated that capital calls will be scheduled in the following manner (subject to the Funds discretion to make capital calls at different times and in different amounts): Year 1: 30% Year 2: 20% Year 3: 20% Year 4: 15% Year 5: 0% The above schedule is subject to change, including as the result of Portfolio Fund capital call and distribution activity. For example, the Fund may accelerate or extend the estimated schedule or extend any capital call, or may determine not to draw the amount of the full Commitment. Thus, the Fund may have unfunded Commitments. Any amounts drawn (except for cash reserved to cover Fund expenses and as may be needed for asset coverage purposes) generally will be invested within approximately three (3) months of the drawdown date (such investments may take the form of a binding legal commitment). If a capital call is not timely made by an Investor by the specified date in the written notice, the Investor will be charged an interest at an annual rate of 8.0% up until the date the capital call is actually made. Investors understand that by agreeing to invest in the Fund, each Investor is making an irrevocable commitment to the Fund of the entire amount of the Commitment, which will be drawn down over time. Even though not all the money will be requested immediately, if there is a capital call Investors are

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document TABLE OF CONTENTS committing to make funds available within the time designated. Should an Investor default on a Commitment, the Fund may, in the Investment Advisers sole discretion, charge a defaulting Investor with the expenses and losses incurred by the Fund resulting from the sale of positions due to the default of such Investor. Such charge may be incurred by the Fund specially allocating such expenses and losses to the defaulting Investor. In addition, the Fund may, in the Investment Advisers sole discretion, take other actions with respect to defaulting Investors, including without limitation: (i) borrowing funds to cover defaulted capital calls, at a rate established with a third-party lender or using the Funds internal capital at a rate of 8.0% per annum, and causing the defaulting Investor to bear the interest and other costs associated with such borrowing, and/or (ii) excluding defaulting Investors from participating in future capital calls. Repurchase of Interests by the Fund: No Investor has the right to require the Fund to redeem his, her or its Interest. To provide a limited degree of liquidity to Investors, at the sole discretion of the Investment Adviser and subject to the Boards approval, the Fund may from time to time offer to repurchase Interests pursuant to written tenders by Investors. The Investment Adviser expects that such offers to repurchase Interests, if any, would not occur before the fourth anniversary of the final closing and that all such offers, in the aggregate, would not exceed 20% of the Funds total Commitments. At its discretion, the Investment Adviser may recommend to the Board (subject to its discretion) that the Fund offer to repurchase Interests from Investors at a purchase price equal to 80% of the net asset value of an Investors Interests as of the applicable tender valuation date (expected to be the last business day of the applicable calendar quarter). However, the Fund has no obligation to offer to repurchase Interests from Investors at any time and the Fund currently does not expect to offer to repurchase Interests on a periodic recurring basis. There is no minimum amount of Interests which must be repurchased in any repurchase offer. If a repurchase offer is oversubscribed by Investors who tender their Interests, the Fund may repurchase a pro rata portion of the Interests tendered by each Investor or take any other action with respect to the repurchase offer permitted by applicable law. The Fund does not have any obligation to repurchase Interests from Investors at any time. There is no assurance that the Investment Adviser will recommend a tender offer for Investors or that the Board will approve

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document TABLE OF CONTENTS a tender offer. The Fund will repurchase Interests from Investors pursuant to written tenders on terms and conditions that the Board determines to be fair to the Fund and to all Investors. Distributions: Distributions from the Master Fund and the Fund are made as follows: (i) to the limited partners of the Fund (through Master Fund distributions to the Fund) until they have received a 125% return of all drawn Commitments (excluding capital called for Servicing Fee payments to the Placement Agent); and (ii) then a 93.0%/7.0% split between the limited partners of the Fund and the Special Limited Partner of the Master Fund, respectively. The carried interest will be a 93.25%/6.75% split if the Master Funds allocation to Secondary Investments and Co-Investments combined is at least 35% but less than 40% of Underlying Commitments and a 93.5%/6.5% split if the allocation is below 35% of Underlying Commitments (see—Carried Interest below). The Special Limited Partner will not receive any of the carried interest that it may have earned until after the fourth anniversary of the final closing (the anticipated time frame in which all, or substantially all, of the Commitments that the Fund intends to invest will have been drawn), except in respect of an Investors repurchase of its Interest. For example, assume an Investor makes a Commitment of $100,000, of which 85% is drawn by the Fund (for purposes other than the payment of the Servicing Fee to the Placement Agent). Then the Investor will need to receive $106,250 ($85,000 x 1.25) in distributions before any carried interest is withheld. After the Investor receives the $106,250 in distributions, and assuming the Master Fund reaches an allocation of at least 40% of its Underlying Commitments to Secondary Investments and Co-Investments combined, all future distributions will be split between the Investor (93.0%) and the Special Limited Partner (7.0%). The carried interest amount will be lower if the Master Fund does not reach an allocation of at least 40% of Underlying Commitments to Secondary Investments and Co-Investments combined. See —Carried Interest below and Section IX — Fees and Expenses of the Fund; Distributions. Recycling: At the election of the Investment Adviser, the Master Fund may retain proceeds received by the Master Fund from its investments up to an amount equal to 30% of the Master Funds Underlying Commitments. Proceeds retained by the Master Fund, after the Investment Period has terminated, would primarily be used to pay the Master Funds operating expenses and follow-on investments in existing Portfolio Funds and Co-Investments.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document TABLE OF CONTENTS Amounts so retained will not be included in the calculation of an Investors contributed capital. Separate from and in addition to any amounts retained or recalled for reinvestment by the Master Fund, in the event that funds are distributed to the Master Fund by a Portfolio Fund, which are subject to reinvestment in such Portfolio Fund, the Investment Adviser may, in its discretion, hold such amounts or distribute such amounts to the Investors. If such amounts are distributed to the Investors, each Investors unfunded Commitment will be increased by the amount of funds so distributed. Withdrawals and Transfers of Interests: Withdrawals of capital or profits will not be permitted, except to the extent required to comply with applicable laws or for certain limited tax reasons. Transfers of Interests may be made only with the prior written consent of the Board, which may be withheld in the Boards sole discretion. In certain circumstances set forth in the Partnership Agreement, an Investor may be required to withdraw entirely from the Fund. Advisory Fee: In consideration of the advisory services provided by the Investment Adviser, the Master Fund will pay the Investment Adviser an advisory fee quarterly at an annual rate of 0.80% following the Master Funds commencement of operations through the end of year eight from the commencement of operations and then at an annual rate of 0.15% for the remaining life of the Master Fund, in each case based on the Master Funds Invested Capital (the Advisory Fee). In no event will the Master Funds Invested Capital exceed the amount of Investors total Commitments. The Advisory Fee is paid by the Master Fund only. The Fund, however, due to its investment in the Master Fund will indirectly bear a proportional percentage of the Advisory Fee. Carried Interest: NB CPM Fund VI SLP LP serves as the Special Limited Partner of the Master Fund for purposes of participating in the carried interest. Carried interest is a share of the Master Funds returns that is paid to the Special Limited Partner in the event that specified investment returns are achieved by the Master Fund. After each Investor has received aggregate distributions equal to 125% of all drawn Commitments (excluding capital called for Servicing Fee payments to the Placement Agent), a carried interest will be distributed to the Special Limited Partner at the following rates: 7.0% if the Master Fund reaches an allocation of at least 40% of its Underlying Commitments to Secondary Investments and Co-Investments combined; 6.75% if the Master Funds allocation to Secondary Investments and Co-Investments combined is at least 35% but less than 40% of committed capital; and 6.5% if the allocation is below 35% of Underlying Commitments. While the carried interest will be allocated at the Master Fund level, the Fund and its limited partners will indirectly be subject to the Master Funds carried interest. See —Distributions above.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document TABLE OF CONTENTS Placement Agent and Fees: Neuberger Berman BD LLC will serve as placement agent of the Fund and may retain various sub-placement agents to place Interests in the Fund. There is no placement fee for purchases of Interests by or on behalf of accounts for which the Investment Adviser or one of its affiliates (including the Placement Agent) acts in a fiduciary, advisory, custodial or similar capacity. Certain sub-placement agents may charge an one-time placement fee or sales load. Investors should consult their financial advisors at such sub-placement agents. Servicing Fee: Under the terms of a placement agency agreement with the Placement Agent, the Placement Agent is authorized to retain sub-placement agents for distribution services and to provide ongoing investor services and account maintenance services to Investors. The Fund will pay a quarterly fee at the annual rate of 0.25% from the commencement of operations through the end of the Funds term, based on the Investors total Commitments, determined and accrued as of the last day of each calendar quarter (the Servicing Fee). The Placement Agent is expected to pay the sub-placement agents substantially all of the Servicing Fee for the services provided by the sub-placement agents. However, the Placement Agent may also retain a portion of the Servicing Fee to the extent the fees are greater than its obligations to pay the sub-placement agents. In addition, the Placement Agent may directly place Interests in the Fund, and for such directly placed Interests, will retain a portion of the Servicing Fee as compensation for account maintenance and investor support services. The Servicing Fee is charged on an aggregate Fund-wide basis based on total Commitments, and Investors will be subject to the Servicing Fee as long as they hold their Interests or have uncalled Commitments. Each compensated sub-placement agent is paid by the Placement Agent either based on the aggregate net asset value of outstanding Interests of Investors that receive services from such sub-placement agent, or the value of the Commitments by Investors that receive services from such sub-placement agent. The Placement Agent, or its affiliates, may pay additional compensation out of its own resources (i.e., not Fund assets) to certain sub-placement agents for sales and wholesaling support, and also for other services including due diligence support, account maintenance, provision of information and support services, including distribution and marketing support services. Expenses: The Fund shall bear all of its own expenses, including without limitation: the Servicing Fee; its pro rata portion of all of the Master Funds fees and expenses (which will be borne through the Funds investment in the Master Fund), including its pro rata portion of the Advisory Fee

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document TABLE OF CONTENTS payable by the Master Fund to the Investment Adviser in its capacity as investment adviser to the Master Fund and expenses (including financing, due diligence, travel and other costs) related to the acquisition, holding, monitoring and disposition of the Portfolio Funds and Co- Investments (including expenses associated with potential investments or dispositions that are not consummated); accounting, audit and tax preparation fees and expenses; administrative expenses and fees; legal fees and expenses, custody and escrow fees and expenses; the costs of any errors and omissions/directors and officers liability insurance or any fidelity bond; all costs and charges for equipment or services used in communicating information regarding the Funds transactions among the Investment Adviser and any custodian or other agent engaged by the Fund; interest expenses; any extraordinary expenses; and such other expenses as may be approved from time to time by the Board. In addition, the Fund shall bear its organizational expenses and expenses relating to the offering and sale of Interests to the extent such expenses are not borne by the Investment Adviser. The Investment Adviser has agreed to pay up to $400,000 of the aggregated organizational and offering expenses of the Fund, the Master Fund and any other feeder funds of the Master Fund. In addition, the Investment Adviser has agreed that if the aggregated organizational and offering expenses of the Fund, the Master Fund and any other feeder fund exceed $1,000,000, the excess amount over $1,000,000 shall be borne by the Investment Adviser. Except as set forth herein or in another agreement between the Fund and the Investment Adviser, the Investment Adviser shall bear all of its costs incurred in providing services to the Fund and the Master Fund. Portfolio Fund Fees and Expenses: The Fund, through its investment in the Master Fund, will indirectly bear the management fees and carried interest allocations (or equivalent) of the Portfolio Funds; the expenses of the Portfolio Funds, including without limitation, investment-related expenses, non-investment related interest expense, administrative expenses and fees and disbursements of attorneys and accountants engaged on behalf of the Portfolio Fund and other ordinary and extraordinary expenses. Portfolio Fund Managers generally charge their Portfolio Funds (a) a management fee of between 1.00% and 2.50% of capital committed or assets under management and (b) a performance allocation between 20% and 30% of the net profits. These fees and performance allocations, as well as any other expenses incurred by the Portfolio Funds will be passed through to the Master Fund and thereby indirectly to the Investors of the Fund.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document TABLE OF CONTENTS Valuation: The Board has approved procedures pursuant to which the Fund will value its investments. The Board has delegated to the Investment Adviser general responsibility for determining, in accordance with such procedures, the value of such investments. The Funds assets will be valued at their fair market value as determined by the Investment Adviser in good faith, taking into consideration all available information and other factors that the Investment Adviser deems pertinent. With respect to its investments in Portfolio Funds, the Fund may rely on the most recent valuations and other information provided by the Portfolio Fund Managers, except where the Investment Adviser may reasonably determine additional factors should be considered and reflected. Records and Reports: The Adviser will maintain and preserve for the Fund during its term all accounts, books and other relevant Fund documents. The Fund will furnish to Investors as soon as practicable after the end of each taxable year information on Form 1099 to assist Investors in preparing their tax returns. The Fund will provide annual audited financial statements, semi-annual unaudited financial statements and quarterly commentary regarding the Funds operations and investments by the Master Fund. Taxation; RIC Status: The Fund intends to elect to be treated and to operate in a manner so as to qualify continuously as a RIC under Subchapter M of the Code. Assuming that the Fund so qualifies, the Fund generally will not be subject to U.S. federal income tax on its taxable income and gains that it distributes to Investors. Additionally, the Fund intends to distribute sufficient income and gains each year so as not to be subject to a U.S. federal excise tax on certain undistributed amounts. To qualify as a RIC under the Code, the Fund must, among other things: (i) derive in each taxable year at least 90% of its gross income from dividends, interest, payments with respect to loans of certain securities, gains from the sale of stock or other securities or foreign currencies, net income from certain qualified publicly traded partnerships, or other income derived with respect to the Fund's business of investing in such stock or securities or foreign currencies; (ii) distribute to its Investors on an annual basis at least 90% of its investment company taxable income for each taxable year; and (iii) at the end of each quarter of the Fund's taxable year, ensure that (a) at least 50% of the value of its assets consists of cash, cash equivalents, U.S. government securities, securities of other RICs, and other securities so long as such other securities of any one issuer do not represent more than 5% of the value of the Fund's assets or more than 10% of the outstanding voting securities of the issuer, and (b) no more than 25% of the value of the Fund's assets is invested in the

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document TABLE OF CONTENTS securities, other than U.S. government securities or securities of other RICs, of one issuer, or of two or more issuers that are controlled, as determined under applicable Code rules, by the Fund, and that are engaged in the same or similar or related trades or businesses, or the securities of one or more qualified publicly traded partnerships. With respect to these limitations and restrictions imposed by the Code, the Fund, in appropriate circumstances, will be required to look through to the income, assets and investments of the Fund and certain underlying investments of the Master Fund. If the Fund fails to qualify as a RIC, the Fund would become subject to corporate-level U.S. federal income tax on a net basis and distributions to Investors would be treated as dividend income to the extent of the Fund's earnings and profits. The specific character of the underlying income realization (e.g., capital gains) would no longer pass-through to the Investors as if the Fund were a conduit. Fiscal and Tax Year End: The Funds fiscal year for financial reporting purposes is the 12-month period ending on March 31. The Funds taxable year is the 12-month period ending December 31 (or such other taxable year as may be required under the Code). Indemnification and Exculpation: The Investment Adviser, the Sub-Adviser and their other Covered Persons will (a) have limited liability to the Master Fund and the Fund and the Investors, and (b) be indemnified and held harmless by the Master Fund and the Fund, in each case to the fullest extent permitted by applicable law. Legal Counsel: Proskauer serves as legal counsel to the Fund and the Master Fund. No attorney-client relationship exists, however, between Proskauer and any other person solely by reason of such other person investing in the Fund. Each Investor should consult with its own counsel as to the legal and tax aspects of an investment in the Fund and its suitability for such Investor.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document TABLE OF CONTENTS IV. THE FUND The Fund is a limited partnership organized under the laws of the State of Delaware on April 16, 2019 and is registered under the 1940 Act as a closed-end, non-diversified, management investment company. The Fund invests all or substantially all of its assets in the Master Fund, a Delaware limited partnership that is also registered under the 1940 Act, as part of a master/feeder structure. The Master Fund has the same investment objective, investment policies and restrictions as those of the Fund, as further described below. Thus, the Funds investment results will correspond directly to the investment results of the Master Fund. The Fund will offer and sell Interests in minimum denominations of $50,000 (subject to the discretion of the Board to accept lesser amounts) in private placement transactions that do not involve any public offering within the meaning of Section 4(a)(2) of, and/or Regulation D under, the Securities Act to persons or entities that are both an accredited investor, as defined in Regulation D under the Securities Act, and a qualified client, as defined in Rule 205-3 under the Advisers Act. The anticipated aggregate offering size for the Master Fund is approximately $350 million (or higher, in the discretion of the Investment Adviser). The Fund may offer Interests through multiple closings, which are anticipated to occur over a period of up to one year following the initial closing of the Fund, provided that the Board may extend such period. Other feeder funds that invest in the Master Fund alongside the Fund may be established from time to time. Such other feeder funds may be established for different investors with different terms and conditions. Neuberger Berman Investment Advisers LLC serves as the investment adviser to the Master Fund. NB Alternatives Advisers LLC serves as the sub-adviser to the Master Fund. Prospective investors whose subscriptions to purchase Interests are accepted by the Fund will become Investors by being admitted as limited partners of the Fund. The Fund intends to qualify and elect to be treated as a regulated investment company or a RIC under the Code. As a RIC, unlike a traditional private funds-of-funds, the Fund can provide simpler tax reports to Investors on IRS Form 1099 instead of federal and state Schedule K-1s, and generally avoid the realization of unrelated business taxable income (UBTI) for Tax-Exempt Investors (as defined below).

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

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document TABLE OF CONTENTS V. INVESTMENT OBJECTIVE AND PROCESS Investment Objective and Process In pursuing its investment objective, the Fund will invest all or substantially all of its assets in the Master Fund. The Master Fund has the same investment objective, investment policies and restrictions as those of the Fund. This form of investment structure is commonly known as a master/feeder structure. The investment objective of the Fund is to provide attractive risk-adjusted returns to Investors. Through its investment in the Master Fund, the Fund seeks to achieve its investment objective principally by making Primary Investments in a portfolio of newly formed Portfolio Funds managed by experienced Portfolio Fund Managers that generally have an established track record. The Fund will also opportunistically invest in Secondary Investments and Co-Investments. The Investment Adviser believes the coupling of Secondary Investments and Co-Investment activities with Primary Investments should enhance and accelerate investment returns and will offer Investors an opportunity to gain exposure to a broad range of private equity investment opportunities in the United States, Europe, Asia and emerging markets around the world. Each of the Fund and the Master Fund is a non-diversified fund under the 1940 Act. However, the Master Fund generally will not commit more than 25% of the value of total Commitments by Investors (measured at the time of the Commitment) in a single Portfolio Fund. The Investment Adviser serves as investment adviser of the Master Fund. The Investment Adviser has engaged the Sub-Adviser to make investment decisions on behalf of the Master Fund. None of the Master Fund, the Fund or the Adviser guarantees any level of return or risk on investments and there can be no assurance that the investment objective will be achieved. The investment strategy that the Fund will employ has been developed and refined by NB Private Equity over more than 30 years of private equity investing. This strategy is predicated on identifying and selecting top performing Portfolio Fund Managers and allocating appropriately across asset classes, vintage years and pace of capital deployment, maturity and stage of companies, geographies, industries and generalist versus industry specific funds. In addition, when determining proper allocations, NB Private Equity analyzes the private equity marketplace and appropriately weights capital allocations to those sectors with the most promising opportunities. The Investment Committees diverse professional backgrounds are key competitive advantages in the Teams ability to dynamically and tactically allocate portfolios throughout economic cycles. Our investment philosophy has four tenets: 1. Allocate Tactically 2. Invest Selectively 3. Manage Risk 4. Focus on Capital and Fee Efficiency

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document TABLE OF CONTENTS Allocate Tactically: NB Private Equity combines top-down, dynamic asset allocation with bottom-up portfolio construction to create balanced, opportunistic, and appropriately diversified private equity portfolios. NB Private Equity utilizes its proprietary data and market insights to identify and tactically allocate to the most compelling investment opportunities. This tactical approach includes shifting allocations within private equity asset classes and targeting or avoiding certain industry sectors or geographic regions to achieve optimal risk adjusted returns. NB Private Equity considers factors that influence macro returns such as expected market growth rates, the current prevailing entry pricing levels and the amount of capital currently focused or expected to be focused on the market in question (which will affect both future entry prices and exit prices of private equity backed companies). Cyclical and secular factors are taken into consideration as are the potential for structural shifts. Just as importantly, we consider the risks inherent in a given strategy. For example, emerging markets generally have a higher level of risk than developed markets, and venture capital generally has a higher level of risk than a typical buyout manager. This approach has resulted in portfolios that can look very different from those of our competitors and standard industry weights. Invest Selectively: Identifying and investing with top-performing private equity firms is a critical element in NB Private Equitys portfolio construction process and key in creating a private equity portfolio that outperforms benchmark returns. As explained below, NB Private Equity capitalizes on the performance of proven Portfolio Fund Managers and favors those with demonstrated outperformance through varying market conditions. With this objective in mind, the Team strives to maintain and expand its relationships with both existing and emerging top performing Portfolio Fund Managers while monitoring others showing potential and eliminating exposure to underperforming firms. By virtue of NB Private Equitys 30-year presence as a private equity investor, the quality and quantity of our deal flow is high. The vast majority of private equity general partners, and private equity focused placement agents, law firms and accounting firms are aware of NB Private Equitys presence in the market. Because of our reputation and network of relationships, we believe that we see an extremely high proportion of private equity funds in the marketplace. We effectively leverage the breadth and depth of our global franchise for the benefit of our investors. NB Private Equitys integrated platform drives deal flow, diligence, access and allocations across primaries, Co-Investments, and Secondary Investments. We do not take our access to high quality Portfolio Funds for granted. The Team is extremely focused on maintaining strong relationships with high performing firms and on demonstrating its value-add as a limited partner to try to ensure our access sufficiently addresses full allocations. The Team systematically approaches attractive private equity firms (existing relationships and new relationships) in advance of fundraising to indicate our interest level for upcoming funds. All high interest funds (existing relationships and potential new relationships) are assigned to members of our Team, who are expected to maintain a relationship with and position NB Private Equity appropriately when it comes time for the general partners of such funds to raise their next fund. One of the primary drivers of NB Private Equitys performance is its identification of and access to what it believes are high quality Portfolio Fund Managers that employ well designed and appropriate investment strategies. Recognition of investment strategies that have the potential to outperform is a critical element of the selection process. As an industry pioneer and leader, NB Private Equity is a preferred investor, and is often actively sought out by private equity firms. Manage Risk: NB Private Equity addresses risk in multiple ways: ○Stringent Investment Selection: The Portfolio Fund Managers we select to invest with manage risk and create value in their portfolios through quality investment decisions (sourcing, due diligence, investment thesis, industry, valuation, and capital structure), execution of value creating strategies, exit decisions, and success in navigating varied markets. Consequently, we believe a full evaluation of the risks a potential private equity fund or Co-Investment may bring requires detailed analysis of their current and comparable portfolio companies, including time-intensive diligence calls with the management of their portfolio companies. ○Properly Resourced Investment Teams: In addition to partners focused principally on primary commitments, NB Private Equity also includes senior teams focused on Secondary Investments and Co-Investments. Dedicated teams focused on each of the three core types of investments with respect to a Portfolio Fund improves investment selection and reduces portfolio risk.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document TABLE OF CONTENTS ○Appropriate Allocation among Portfolio Funds: We limit our private equity investments to investments where the strategy, manager quality, and local economic and political environment are, in our view, compelling under current market conditions. Our portfolios allocate across the following categories: − Asset classes − Vintage years and pace of capital deployment − Maturities and stages of underlying company development − Geographies − Industries − Generalist versus industry specific funds Focus on Capital Deployment and Fee Efficiency: We are differentiated in our acceleration of the development of a mandates deployed capital base by actively including capital efficient investments in our portfolios. NB Private Equity seeks to enhance returns and diversification by opportunistically adding Secondary Investments, funded primaries and Co-Investments (where underlying fees or carry are not generally paid). The impact on deployment pace of our focus on capital efficiency results in excellent time diversification, with the significant capital deployment years being years one through four. In contrast, a portfolio without this focus on capital efficiency could experience a two year capital deployment lag with the most significant capital deployment delayed until years three through six.

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

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

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document TABLE OF CONTENTS initial model portfolio. It is critical to have a deep understanding of funds coming to market when determining our asset allocation given that our overweights and underweights rely, in large part, on the availability of best-in-class funds in given strategies (for example, an undersupply of available best-in-class funds in a given strategy could cause us to alter our asset allocation). The following is a recent example of tactical allocation by asset class for a registered fund with similar investment objective advised by the Adviser that commenced operations in November 2016.

Determination of Model Portfolio: In concert with our asset allocation determination we also establish our model portfolio of primary commitments. The model portfolio is a tool we utilize to impose discipline on our investment process. Specifically, we begin with specific funds that would comprise the primary fund commitment portion of the portfolio if all decisions had to be made at the outset of a mandate. The process of agreeing to an initial model portfolio enhances debate over appropriate tactical allocations and the comparative merits of different managers who will be coming to market. Over the investment period, every fund under consideration is measured against funds both in the model portfolio as well as other alternatives in the marketplace. A fund either replaces a fund in the model portfolio or is declined. Our rigorous relative comparison of managers is an important discipline in our process. The use of the model portfolio along with constant monitoring of funds in the market instills a level of discipline and quality toward selecting the best funds in an optimal portfolio setting. Given the opportunistic nature of direct co-investments and secondary investments, we set an annual range by dollar amount for these investments. Additionally, we may set per-company and per-fund targets and maximums in an attempt to help to ensure appropriate diversification. Conduct Rigorous Due Diligence: Our due diligence process is deep, rigorous and comprehensive. Every potential investment is due diligenced by a team that includes one or more Managing Directors, one or more principals or vice presidents and one or more associates and analysts. The designated investment team develops the investment thesis, leads all aspects of diligence and continues to manage and monitor the investment post close. The Investment Committee makes all investment decisions. The following is a summarization of NB Private Equitys comprehensive due diligence process:

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

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document TABLE OF CONTENTS conducted between the investment team, members of our Investment Committee and the fund manager. The investment team collects its analysis in a Phase Two Blackbook which is submitted and presented to the Investment Committee for review at our Monday morning meetings. Fund opportunities are typically discussed multiple times over several weeks or months during Investment Committee meetings, offering the members an opportunity to provide feedback, contribute additional resources (or references), and request additional analysis. The completion of this stage culminates with an approve or decline decision issued by the Investment Committee. Each aspect of analyzing the firms team, strategy, historical investment performance, internal processes and portfolio fit include some level of both qualitative and quantitative analysis. Below we have provided examples of each. Examples of quantitative analysis conducted during this period include but are not limited to: •Analysis of the firm’s historical individual performance benchmarked against both the private equity industry as well as directly against private equity industry peers. •A detailed analysis of the team’s historical performance to understand subtleties such as current and departed partner performance attribution as well as fund performance within the firm’s target sectors, geographies, and strategies. •An evaluation of the manager’s current holdings (or unrealized portfolio companies) including each company’s original investment strategy, progress to date, and Neuberger Berman’s detailed assessment of the current market value relative to the manager’s carrying value. •A value creation analysis deriving whether past performance by a manager was derived through multiple expansions, debt pay down, or EBITDA growth. Examples of qualitative analysis conducted during this period include but are not limited to: •Analysis of the firm’s investment strategy, competitive landscape, brand name within the marketplace, and ability to generate new investment opportunities. • A review of the firm’s existing pipeline of investment opportunities. •On-sheet and off-sheet reference calls with the firm’s portfolio company CEOs and co-investors. • The impact of departed or new investment professionals on the firm in the future. •The quality of the firm’s pipeline of investment opportunities and deal flow generation capabilities. Many managers have told us that our due diligence is the most thorough and rigorous they have experienced and frequently ask us to share our due diligence memoranda with institutions that do not have the resources to conduct the same degree of work. Phase Three Due Diligence: The third phase of due diligence includes the review of the offering by our legal counsel and negotiation of the final agreement and side letters. Legal documents for fund offerings approved by the Investment Committee are managed by our internal counsel who attends each Investment Committee meeting and records decisions.

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

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document TABLE OF CONTENTS Co-Investment opportunity. Given NB Private Equitys role as a strategic co-investment partner, it often has access to the due diligence resources used by the lead private equity firm, including: (i) reports prepared by external consultants, auditors, lawyers and other third party experts engaged to evaluate a specific matter; (ii) meetings and discussions with management; (iii) meetings and discussions with advisors, consultants, financing providers and other third parties; and (iv) the lead sponsors financial models, investment memoranda and other internal analyses and materials. In addition, NB Private Equity can leverage the knowledge, expertise and relationships of its over 160 private equity investment professionals and over 250 outside research organizations. The firms professionals can provide extensive insight on relevant industries, competitors, businesses, lead managers, capital markets and other relevant aspects. NB Private Equity will use this information to develop its own analyses, financial models, memoranda and ultimately form independent views as to the merits of each investment opportunity being evaluated for the Master Fund.

Dedicated Secondary Investment and Co-Investment Teams NB Private Equitys distinct and dedicated Secondary Investment and Co-Investment teams will provide robust deal flow, investment judgment and deal execution skills to the Master Fund and thereby offers an additional competitive advantage over other fund of funds managers. NB Private Equity will tactically weight Secondary Investments and Co-Investments within each of the Master Funds asset classes with the objective of maximizing risk-adjusted returns and minimizing the downside of the J-curve. Secondary Investment Team: The Secondary Investment team focuses on acquiring seasoned or fully funded private equity limited partnership interests at attractive valuations on a global basis. The secondary investment team is comprised of dedicated senior principals who have worked together for over 20 years. Co-investment Team: The Co-Investment team seeks to achieve superior risk-adjusted returns by co-investing with high performing private equity investors in attractive investment opportunities and on favorable terms. The co-investment team is led by a twelve- person investment committee with an average of over 30 years of experience.

Net Asset Valuation Each of the Fund and the Master Fund will compute its NAV as of the last business day of each quarter after the Master Fund has received reports from the Portfolio Fund Managers of the Portfolio Funds related to that quarter and at such other times as deemed appropriate by the Board on the advice of the Adviser. To determine its NAV, the Fund relies on information from the Master Fund. The NAV of the Fund will equal the value of the Funds total assets (including the value of indirect investments through the Master Fund), less all of the Funds liabilities, including accrued fees and expenses. To the extent that the Fund invests in the Master Fund, the Funds NAV will be directly affected and related to the Master Funds NAV. To the extent that the Fund has assets and liabilities other than its investment in the Master Fund, such assets and liabilities will be valued as described herein. The Board has approved procedures pursuant to which the Master Fund and the Fund will value their investments. The Board has delegated to the Adviser general responsibility for determining, in accordance with such procedures, the value of such investments. The value of the Master Funds assets will be based on information reasonably available at the time the valuation is made and that the Adviser believes to be reliable. In general, the value of the Master Funds interests in Portfolio Funds will be based primarily on information provided to the Adviser by the Portfolio Funds or, as applicable, the Portfolio Fund Managers. While the Adviser may rely on the information provided to it by the Portfolio Fund Managers, the Adviser must maintain an effective monitoring process and internal controls to comply with these Procedures and the Master Funds stated account policies. The valuation procedures of the Master Fund and the Fund are substantially similar. Specifically, the Adviser generally will value the Master Funds investment in the Portfolio Funds using the practical expedient in accordance with Certification Topic ASC 820 of the Financial Accounting Standards Board (ASC 820) as of each quarter end, based on the valuation provided to the Adviser by the Portfolio Fund (or the Portfolio Fund Manager thereof on behalf of the Portfolio Fund) in accordance with the Portfolio Funds, or its Portfolio Fund Managers, as applicable, own valuation policies. To the extent the Adviser is either unable to utilize the practical expedient under ASC 820 (for example, because a Portfolio Fund does not report a quarter-end value to the Master Fund within the time necessary to determine the Master Funds NAV), or where the Adviser determines that use of the practical expedient is not appropriate as it will not result in a price that represents the current value of the Portfolio Fund, the Adviser will make a fair value determination of the value of the Master Funds interest in the Portfolio Fund. In making a fair valuation determination, the Adviser will consider the most recent reported value by the Portfolio Fund as well as any other factors it believes may be relevant, which may include one or more of the following: (i) the

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document TABLE OF CONTENTS Portfolio Funds valuation policies and practices and the Portfolio Funds history with valuation issues, such as whether the Master Fund has experienced any valuation issues with the Portfolio Fund in the past; (ii) the type of investment securities held by the Portfolio Fund and whether there may be factors not reflected in the valuations supplied by the Portfolio Fund, such as material changes in the business or operations of the issuer, including the discontinuance of operations or an important component of operations or the commencement of insolvency or reorganization proceedings of a portfolio company owned by the Portfolio Fund, or any market for its securities; (iii) the pricing obtained in new rounds of financing by the underlying investments of the Portfolio Fund, particularly financing obtained in significant amounts from new unrelated investors; (iv) any relevant operational or non-investment issues that may affect the Portfolio Fund, such as bankruptcies or other issues of custodians or other service providers; (v) the value of publicly traded securities, if any, held by the Portfolio Fund; (vi) the valuation of the same investments held by different Portfolio Funds or third parties independent of the Adviser; and (vii) any other information, factor or set of factors that may affect the valuation of the Master Funds investment in the Portfolio Fund. Other adjustments may occur from time to time. In addition, the Adviser will conduct a due diligence review of the valuation methodology used by each Portfolio Fund and will seek to maintain close relationships with the Portfolio Fund Managers through written and telephone communication and in-person meetings. Representatives of the Adviser plan to regularly attend Portfolio Fund investor meetings. To keep abreast of each Portfolio Funds activities, the Adviser will review their periodic reports as well as the reports of the underlying portfolio companies in which the Portfolio Funds invest, to the extent which such underlying company reports are made available. The Adviser monitors the continuing appropriateness of the valuation methodology being used for the Funds and the Master Funds investments. Prospective Investors should be aware that there can be no assurance that the valuation of interests in Portfolio Funds as determined under the procedures described above will in all cases be accurate to the extent that the Master Fund, the Fund and the Adviser do not generally have access to all necessary financial and other information relating to the Portfolio Funds to determine independently the NAVs of the Master Funds interests in those Portfolio Funds. The results of the Advisers fair valuation of securities whose market value is not readily ascertainable will be based upon the Advisers assessment of the fair value of such securities and their issuers on the recommendation of the Adviser and, therefore, are the result of the Boards interpretation. Investments valued at fair value by the Adviser will be subject to a new valuation determination upon the next quarterly valuation of the Master Fund and the Fund. The Adviser will periodically review its valuation determinations with the Master Funds and the Funds auditor and respond to any inquiries by such auditor regarding the Advisers valuation methodologies. To the extent the Master Fund or the Fund purchases or holds securities that are not investments in Portfolio Funds or Co-Investments, those securities will be valued in accordance with the Master Funds and the Funds valuation procedures. These procedures provide that: Liquid Securities. Fund investments, other than Portfolio Funds, are valued according to the following procedures: (i)Equity Securities. Domestic exchange traded equity securities (other than options) will be valued at their last sale prices as reported on the exchanges where those securities are primarily traded. If no sales of a security are reported on a particular day, the security will be valued based on its bid price for a security held long, or its ask price for a security held short, as reported by those exchanges. Securities traded primarily on NASDAQ will be valued at the NASDAQ Official Closing Price (NOCP). If no NOCP is available, the security will generally be valued at the latest bid price as reported on NASDAQ. In the absence of such sales or quotations, other publicly offered securities will be valued at their bid prices (or asked prices in the case of securities held short) as obtained from one or more dealers making markets for those securities. (ii)Debt Securities. Debt securities may be valued in accordance with the procedures described in (i) above. In addition, debt securities may be valued by a pricing service approved by the Board which employs a matrix to determine valuations for normal institutional size trading units. The matrix can take into account various factors including, without limitation, bids, yields, spreads, and/or other market data and specific security characteristics (e.g., credit quality, maturity and coupon rate). The Adviser will monitor the

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document TABLE OF CONTENTS reasonableness of valuations provided by the pricing service. Debt securities with remaining maturities of 60 days or less will be valued on the basis of amortized cost, unless other factors indicate that amortized cost is not an accurate estimate of the securitys value (iii)Financial Futures, Forward Foreign Currency Contracts and Options. Financial futures will generally be valued at the latest reported sales price. Forward foreign currency contracts will generally be valued using market quotations from a widely used quotation system that reflects the current cost of covering or off-setting the contract. Exchange-traded options will generally be valued at the latest reported sale price on the exchange on which they trade. If there is no reported sale for an option on the Valuation Date, the option will generally be valued at the mean between the latest bid and asked prices. Over-the-counter options will generally be valued using the mean between the latest bid and asked prices. (iv)Foreign Exchange Rates. All assets and liabilities initially expressed in foreign currencies will be converted into U.S. dollars using foreign exchange rates compiled as of 4:00 p.m. London time. Trading in foreign securities generally is completed, and the values of foreign securities are determined, prior to the close of the securities markets in the U.S. Foreign exchange rates are also determined prior to such close. Illiquid Securities. On a quarterly basis, for illiquid securities for which no market quotations are available (other than interests in Portfolio Funds) and for which independent appraisals of current value can readily be obtained, valuations will be based on such appraisals. Otherwise, valuation of illiquid securities (other than interests in Portfolio Funds) will remain at cost except that original cost valuation will be adjusted, upon approval by the Board on the advice of the Adviser, in the following circumstances: (i)a meaningful secondary market is established for an illiquid security, in which event valuation will be on the basis of that price, with due regard for market liquidity; or (ii)a meaningful private or public investment, merger or acquisition is subsequently consummated at a different price for the security, in which event valuation will be on the basis of such price. Other Fair Valuations. In instances where there is reason to believe that the valuation of a security or other investment valued pursuant to the procedures described above does not represent the current value of such security or investment, or when a security or investment cannot be valued pursuant to the procedures described above, the Board will fair value the investment based on a recommendation from the Adviser. The following factors, as relevant, may be taken into account in determining fair value: (i)the nature and price (if any) of the investment and the nature and expected duration of the event, if any, giving rise to the valuation issue; (ii)whether market quotations for the investment are available, pricing history of the security and trading volumes on markets, exchanges or among dealers; (iii) information as to any transactions or offers with respect to the security; (iv) volatility of the security or a related index; (v)possible valuation methodologies that could be used to determine the fair value of the investment, including valuation by reference to other financial instruments, including trading in similar securities, depository receipts, derivative instruments, closed-end or exchange-traded fund trading or exchange-traded baskets of securities; (vi)cost of the investment and, for restricted securities, any discount from the market value of unrestricted securities of the same class at the time of purchase and the existence of a shelf registration for restricted securities; (vii) changes in interest rates; (viii) government actions or pronouncements or other news events; (ix) analyst reports; (x) fundamental analytical data and internal models; (xi)whether other portfolios serviced by the Adviser or its affiliates hold the same or similar investments and the method used to value the investments in those portfolios;

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document TABLE OF CONTENTS (xii) whether the issuer of the investment has other securities outstanding and, if so, how those securities are valued; (xiii)the extent to which the fair value to be determined for the investment will result from the use of data or formulae produced by third parties independent of the Adviser; (xiv) the liquidity or illiquidity of the market for the investment; and (xv) any other relevant factors or considerations. Investments valued by the Board pursuant to these fair valuation procedures shall be carried at such valuation until a market quotation becomes available or the Board otherwise approves a change in valuation on the recommendation of the Adviser. Prospective Investors should be aware that situations involving uncertainties as to the value of portfolio positions could have an adverse effect on the NAV of the Master Fund and/or the Fund if the judgments of the Board, the Adviser and/or Portfolio Fund Managers should prove incorrect.

Investment Policies and Restrictions The Fund has adopted certain fundamental investment restrictions, which cannot be changed without the vote of a majority of the Funds outstanding voting securities (as defined by the 1940 Act). The Funds fundamental investment restrictions are as follows: 1.The Fund will not invest 25% or more of the value of its total assets in the securities (other than U.S. Government securities) of issuers engaged in any single industry. For the avoidance of doubt, this 25% limitation on investment in a single industry does not restrict or limit: (i) the Fund’s authority to pursue its investment objective by investing indirectly substantially all of its assets in the Master Fund (or another investment company that has the same investment objective and substantially the same investment policies as the Fund) (ii) the Fund’s or the Master Fund’s authority to invest 25% or more of the value of its total assets in Portfolio Funds; or (iii) the Master Fund’s ability to invest in U.S. Government securities or such other securities as may be excluded for this purpose under the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief. 2.The Fund will not borrow money, except to the extent permitted by the 1940 Act, which currently limits borrowing to no more than 331∕3% of the value of the Fund’s total assets. 3.The Fund will not issue senior securities, except to the extent permitted by the 1940 Act, which currently limits the issuance of a class of senior securities that is indebtedness to no more than 331∕3% of the value of the Fund’s total assets or, if the class of senior security is stock, to no more than 50% of the value of the Fund’s total assets. 4.The Fund will not underwrite securities of other issuers, except insofar as the Fund may be deemed an underwriter under the Securities Act in connection with the disposition of its portfolio securities. 5.The Fund will not make loans of money or securities to other persons, except through purchasing fixed-income securities, lending portfolio securities or entering into repurchase agreements in a manner consistent with the Fund’s investment policies. 6.The Fund will not purchase or sell physical commodities or commodity contracts, except to the extent permitted under the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief or unless otherwise acquired as a result of the ownership of securities or instruments, but this restriction shall not prohibit the Fund from purchasing and selling foreign currency, options, swaps, futures and forward contracts and other financial instruments and contracts, including those related to indexes, and options on indices, and may invest in commodity pools and other entities that purchase and sell commodities and commodity contracts. For purposes of the limitation on commodities, the Fund does not consider foreign currencies or forward contracts to be physical commodities. 7.The Fund will not purchase, hold or deal in real estate, except that it may invest in securities that are secured by real estate or that are issued by companies that invest or deal in real estate. Under the 1940 Act, the vote of a majority of the outstanding voting securities of an investment company, such as the Fund, means the vote, at an annual or a special meeting of the security holders of the Fund duly called, (A) of

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document TABLE OF CONTENTS 67% or more of the voting securities present at the meeting, if the holders of more than 50% of the outstanding voting securities of the Fund are present or represented by proxy or (B) of more than 50% of the outstanding voting securities of the Fund, whichever is less. While it is in the current master/feeder structure, with respect to its own investment restrictions, the Fund will look through to the Master Funds investments. The Master Fund has fundamental investment restrictions that are the same as those of the Fund. These investment restrictions may not be changed by the Master Fund without the vote of a majority of the outstanding voting securities of the Master Fund. The investment restrictions and other policies described herein do not apply to Portfolio Funds. If a percentage restriction is adhered to at the time of an investment or transaction, a later change in percentage resulting from a change in the values of investments or the value of the Funds or the Master Funds total assets will not constitute a violation of such restriction or policy, except with respect to the Funds and the Master Funds policy on borrowings set forth above. With respect to the Funds policy not to invest 25% or more of the value of its total assets in the securities (other than U.S. Government-issued securities) of issuers engaged in any single industry, in determining whether the Fund is concentrated in an industry or group of industries, the Adviser will use its reasonable best efforts to take into account the Portfolio Funds expressly stated focus on a particular industry.

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

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

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document TABLE OF CONTENTS VI. MANAGEMENT Board of Directors The Role of the Board The Board of Directors of the Fund will oversee the management and operations of the Fund. The same Directors comprise the Board of Directors of the Master Fund. As is the case with virtually all investment companies (as distinguished from operating companies), service providers to the Fund, primarily the Investment Adviser and Sub-Adviser, have responsibility for the day-to-day management and operation of the Fund. For example, the Adviser has responsibilities with respect to the investment of the Funds assets in accordance with the Funds investment policies and restrictions and provides the Fund with certain management, administrative and other services. The Board does not have responsibility for the day-to-day management of the Fund, and its oversight role does not make the Board a guarantor of the Funds investments or activities. The Board has appointed various individuals of the Adviser as officers of the Fund with responsibility to monitor and report to the Board on the Funds operations. In conducting its oversight, the Board will receive regular reports from these officers and from other senior officers of the Adviser regarding the Funds operations. For example, the Chief Financial Officer of the Fund will provide reports as to financial reporting matters, the Funds portfolio manager will periodically report as to the Funds investment activities and performance. Some of these reports will be provided as part of scheduled Board meetings, which are typically held quarterly in person, and will involve the Boards review of recent Fund operations. From time to time one or more members of the Board may also interact informally with management between scheduled Board meetings to discuss various topics.

Board Structure, Leadership All of the Funds Directors are Independent Directors and are not affiliated with the Adviser. The Board has established two standing committees: an Audit Committee and a Nominating Committee. Counsel to the Fund will serve as independent counsel to the Independent Directors to advise them on matters relating to their responsibilities in connection with the Fund.

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

Board of Directors and Officers Any vacancy on the Board of Directors may be filled by the remaining Directors, except to the extent the 1940 Act requires the election of Directors by the Investors. The Funds officers are appointed by the Directors and oversee the management of the day-to-day operations of the Fund under the supervision of the Board. All of the officers of the Fund are directors, officers or employees of the Adviser or its affiliates. The Directors and officers of the Fund are also directors and officers of other investment companies managed or advised by the Adviser. To the fullest extent allowed by applicable law, including the 1940 Act, the Partnership Agreement indemnifies the Directors and officers for all costs, liabilities and expenses that they may experience as a result of their service as such. For more information regarding the Board, including brief biographical information, please see below under —Further Information Regarding Management of the Fund.

Committees The Board has formed an Audit Committee composed of all of the Independent Directors, the functions of which are: (1) to oversee the Funds accounting and financial reporting policies and practices, its internal controls and, as the Audit Committee may deem necessary or appropriate, the internal controls of certain of the Funds service providers; (2) to oversee the quality and objectivity of the Funds financial statements and the independent audit of those statements; (3) to assist the Board in selecting the Funds independent registered public accounting firm, to directly supervise the compensation and performance of such independent registered public accountants and generally to act as a liaison between the independent registered public accountants and the Board; and (4) to review and, as appropriate, approve in advance non-audit services provided by such independent registered public accountants to the Fund, the Adviser, and, in certain cases, other affiliates of the Fund. The Board has formed a Nominating Committee composed of all of the Independent Directors, whose function, subject to the oversight of the Board, is to select and nominate persons for elections or appointment by the Board as Directors of the Fund. The Nominating Committee will act in accordance with the Funds nominating committee charter.

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

Investment Adviser and Sub-Adviser Neuberger Berman Investment Advisers LLC, 1290 Avenue of the Americas, New York, NY 10104, serves as the Investment Adviser to the Master Fund. The Investment Adviser has engaged the Sub-Adviser to make investment decisions on behalf of the Master Fund. NB CPM Fund VI SLP LP serves as the Special Limited Partner of the Master Fund for purposes of participating in the carried interest. The Investment Adviser and the Sub-Adviser are both registered as investment advisers under the Advisers Act. The Investment Adviser and the Sub-Adviser are indirect, wholly-owned subsidiaries of Neuberger Berman and provide investment advisory services to the Neuberger Berman open- and closed-end funds that are registered under the 1940 Act. Neuberger Bermans voting equity is owned by NBSH Acquisition, LLC (NBSH). NBSH is owned by portfolio managers, members of the Neuberger Bermans management team and certain of Neuberger Bermans key employees and senior professionals.7

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

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

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

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

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document TABLE OF CONTENTS presentation to the Board within 30 days to assess the likely effect, if any, of the Advisers ability to continue to effect the Master Funds investment program. As part of its ongoing responsibility to oversee the management and operations of the Fund, the Board shall consider the Advisers presentation and shall consult with counsel to the Fund and counsel to the Independent Directors in determining what action(s), if any, it reasonably believes should be taken in response to the Key Person Event. Potential courses of action the Adviser may recommend and the Board may consider include, but are not limited to: (i) communication of said Key Person Event to Investors; (ii) interim or permanent suspension or amendment of the Funds investment program; (iii) relieving Investors of some or all of their Commitment obligations; (iv) amendment or termination of the Investment Advisory Agreement or Investment Sub-Advisory Agreement with Neuberger Berman Investment Advisers LLC and NB Alternatives Advisers LLC, respectively, and (v) consideration of any other matters that the Board believes should be submitted for approval of the Investors, either because of the actions required by the Partnership Agreement or in the reasonable business judgement of the Board In addition, as part of the Boards ongoing oversight function, the Board will regularly receive and review various reports from the Adviser, including with respect to investment risk to the Fund and any material changes to the business or operations, including personnel and resources, of the Adviser that are necessary to provide advisory services to the Fund or that could have a material impact on the Fund or its investment program. The initial Key Persons (each, a Key Person) shall be John P. Buser, Kent Chen, Michael Kramer, John H. Massey, David Morse, Joana P. Rocha Scaff, Jonathan D. Shofet, Brien P. Smith, David S. Stonberg, Anthony D. Tutrone, Peter J. von Lehe, Patricia Miller Zollar and James Bowden. Notwithstanding anything set forth above, in the ordinary course of business the Adviser may replace any of the aforementioned Key Persons with appropriately and equivalently qualified people at any time and shall promptly notify the Board of any change to the composition of the Investment Committee, regardless of whether such change constitutes a Key Person Event.

Investment Committee The Investment Committee is responsible for the development, selection, and ongoing monitoring and realization of investments. The members of the Investment Committee are jointly and primarily responsible for the management of the Fund. We believe the Investment Committee is distinctive within the private equity industry for its composition of individuals with diverse backgrounds in not only portfolio and fund of funds management, but also as partners of large-cap buyout funds and mid-cap buyout funds and as chief executive officers of private equity backed portfolio companies. The insights of such a diverse group add substantial value to our diligence process. The Investment Committee operates on a majority vote basis, assuring that every investment gets a full and impartial analysis by the Investment Committee. The Investment Committee is supported by an investment team of principals, senior vice presidents, vice presidents, associates, and analysts who execute our rigorous due diligence process. James D. Bowden is a Managing Director of Neuberger Berman. Previously, Mr. Bowden was a Managing Director at Bank of America / Merrill Lynch, managing the groups private equity fund of funds business since its inception in 1998. In that capacity, he led the private placement capital raising activities, directed investment origination and had ongoing management and administration responsibilities for the Bank of America / Merrill Lynch fund of funds business. During his time at Bank of America/Merrill Lynch he developed and launched the registered fund structure continued with the Private Market Fund offerings of Neuberger Berman. Earlier in his career, he was a Managing Consultant in the Financial Advisory Services practice of Coopers & Lybrand, specializing in corporate turnarounds and previously focused on commercial lending and problem loan workouts during his time at Continental Bank, Citicorp and the American National Bank of Chicago. Mr. Bowden received his M.B.A. and B.B.A. from the University of Michigan. Mr. Bowden is a Certified Public Accountant. John P. Buser is the Executive Vice Chairman of NB Alternatives and a Managing Director of Neuberger Berman. He is also a member of the Private Investment Portfolios, Co-Investment, Northbound and Secondary Investment Committees. He is Head of Private Market Client Initiatives and previously was Global Head of Private Investment Portfolios for 13 years. Before joining Neuberger Berman in 1999, Mr. Buser was a partner at the law firm of Akin, Gump, Strauss, Hauer & Feld, L.L.P., where he had extensive experience in the practice of domestic and international income taxation and complex partnership negotiation during his 17 year tenure. Mr. Buser was admitted to the State Bar of Texas in 1982 after receiving his J.D. from Harvard Law School. Prior to attending law school, Mr. Buser graduated summa cum laude with a B.S. in accounting from Kansas State University. Kent Chen is a Managing Director of Neuberger Berman and leader of the firms private equity efforts in the Asia Pacific region. He is also a member of the Private Investment Portfolios and Co-Investment Investment Committees. Mr. Chen joined Neuberger Berman in May 2015 from the Hong Kong Monetary Authority (HKMA) after 17

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document TABLE OF CONTENTS years in central banking in various positions including Deputy Chief Representative of the HKMAs New York Office and Advisor to the Executive Director for China at the International Monetary Fund in Washington D.C. Beginning in 2008, Mr. Chen helped to establish the HKMAs private equity program, comprising of global buyout, Asia private equity and global energy investments. Before joining the HKMA in 1998, Mr. Chen was Head of China Research at Daiwa Securities in Hong Kong covering the Chinese stocks market with a focus on infrastructure, energy and power equipment stocks. Mr. Chen has been awarded the Chartered Financial Analyst designation and earned a Master of M.P.A from Columbia University, M.B.A from University of Hull and Bachelor of Science in Economics from University of London. Michael Kramer is a Managing Director of Neuberger Berman. He is a member of the Co-Investment, Credit Opportunities, Marquee Brands and Private Investment Portfolios Investment Committees as well as a member of the Board of Directors for Marquee Brands. Before joining Neuberger Berman in 2006, Mr. Kramer was a vice president at The Cypress Group, a private equity firm with $3.5 billion under management. Prior thereto, he worked as an analyst at PaineWebber Incorporated. Mr. Kramer holds an M.B.A. from Harvard Business School and a B.A., cum laude, from Harvard College. John H. Massey is the Chairman of the Neuberger Berman Private Investment Portfolios Investment Committee. He is also a member of the Co-Investment Investment Committee. In 1996, Mr. Massey was elected as one of the original members of the board of directors of the PineBridge Fund Group. Mr. Massey is active as a private investor and corporate director. Previously, he was Chairman and CEO of Life Partners Group, Inc., a NYSE listed company. Over the last 35 years, Mr. Massey has also served in numerous executive leadership positions with other publicly held companies including Gulf Broadcast Corporation, Anderson Clayton & Co., and Gulf United Corporation. He began his career in 1966 with Republic National Bank of Dallas as an investment analyst. Mr. Massey currently serves on the boards of several financial institutions, including Central Texas Bankshare Holdings, and Hill Bancshares Holdings, Inc., among others. He is also the principal shareholder of Columbus State Bank in Columbus, Texas and Hill Bank and Trust Company in Weimar, Texas. Mr. Massey received the Most Distinguished Alumnus award from SMUs Cox School of Business in 1993. In 2009, he and Mrs. Massey were jointly named Most Distinguished Alumnus by The University of Texas from the Dallas/Fort Worth area. He currently serves as Chairman of the Development Board for the University of Texas School of Law and is President-Elect of Texas Exes at The University of Texas. He is also active in oil and gas, agricultural and wildlife conservation activities in Colorado County and Matagorda County, Texas. Mr. Massey received a B.B.A. from Southern Methodist University and an M.B.A. from Cornell University. He also earned an L.L.B. from The University of Texas at Austin. He received his Chartered Financial Analyst designation and has been a member of the State Bar of Texas since 1966. David Morse is a Managing Director of Neuberger Berman, and is the Global Co-Head of Private Equity Co-Investments. He is also a member of Co-Investment, Private Debt and Private Investment Portfolios Investment Committees. Mr. Morse is currently a Board Observer of Salient Solutions, Behavioral Health Group, Taylor Precision Investments, Gabriel Brothers Stores, and Extraction Oil and Gas, all of which are portfolio companies of our dedicated co-investment funds. Mr. Morse joined Lehman Brothers in 2003 as a Managing Director and principal in the Merchant Banking Group where he helped raise and invest Lehman Brothers Merchant Banking Partners III L.P. Prior to joining Lehman Brothers, Mr. Morse was a founding Partner of Hampshire Equity Partners (and its predecessor entities). Founded in 1993, Hampshire is a middle-market private equity and corporate restructuring firm with $825 million of committed capital over three private equity funds. Prior to Hampshire, Mr. Morse worked in GE Capitals Corporate Finance Group providing one-stop financings to middle-market buyouts. Mr. Morse began his career in 1984 in Chemical Banks middle-market lending group. Mr. Morse holds an M.B.A. from the Tuck School of Business at Dartmouth College and a B.A. in Economics from Hamilton College. Mr. Morse is a member of the M.B.A. Advisory Board of the Tuck School, a member of the Alumni Council of Hamilton College, and a member of the Board of Trustees of the Berkshire School. Joana P. Rocha Scaff is a Managing Director of Neuberger Berman, Head of Europe Private Equity and a member of the Co- Investment and Private Investment Portfolios Investment Committees. Previously, Ms. Scaff worked in investment banking covering primarily the telecommunications, media and information services sectors. Ms. Scaff worked in the investment banking division of Lehman Brothers, and prior to that at Citigroup Global Markets and Espirito Santo Investment. She advised on corporate transactions including M&A, financial restructurings and public equity and debt offerings in the United States, Europe and Brazil. Ms. Scaff received her M.B.A. from Columbia

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document TABLE OF CONTENTS Business School and her B.A. in Business Management and Administration from the Universidade Catolica of Lisbon. Ms. Scaff is a member of the LP Committee of the BVCA – British Private Equity Association. Ms. Scaff is a member of the Limited Partner Advisory Committee of multiple European buyout funds. Jonathan D. Shofet is the Global Head of the Firms Private Investment Portfolios group and is a Managing Director of Neuberger Berman. He is also a member of the Private Investment Portfolios and Co-Investment Investment Committees. Prior to joining Neuberger Berman in 2005, Mr. Shofet was a member of the Lehman Brothers Private Equity division, focusing on mid-through late- stage equity investments primarily in the technology, communications and media sectors. Prior to that, Mr. Shofet was a member of the Lehman Brothers Investment Banking division, where he focused on public and private financings, as well as strategic advisory in the real estate, technology and utility sectors. Mr. Shofet sits on the Limited Partner Advisory Boards of a number of funds including those managed by Amulet Capital, Beacon Capital Partners, Castlelake Airline Credit and Credit Strategies, Cerbeus Institutional Partners, Clearlake Capital, ComVest Investment Partners, DFW Capital, Monomoy Capital Partners, Platinum Equity, Siris Partners, Tengram Capital Partners, Thomas H. Lee Partners and Vector Capital Partners. He is also a Board Observer for several private companies. Mr. Shofet holds a B.A. from Binghamton University, where he graduated summa cum laude, Phi Beta Kappa. Brien P. Smith is a Managing Director of Neuberger Berman and the Chief Operating Officer of the Neuberger Berman Private Equity Division. He is also a member of the investment committees for the Private Investment Portfolios, Co-Investment and Private Debt programs. Mr. Smith is also a member of Neuberger Bermans Investment Risk Committee and Operational Risk Committee. Mr. Smith sits on the Limited Partner Advisory Boards of a number of investment relationships on behalf of Neuberger Berman investments. Prior to joining Neuberger Berman in 2001, Mr. Smith worked in the middle market private equity firm Mason Best Company, L.P., and its affiliates. Mr. Smith began his career at Arthur Andersen & Co. where he focused on the financial services sector in the southwest. Mr. Smith is a life member of the Red McCombs School of Business Advisory Council at the University of Texas at Austin. Mr. Smith also currently serves on the investment committee for the Texas Exes endowment. He serves and has served on a number of other boards of directors. Mr. Smith received a Masters in Professional Accounting and a B.B.A. from the University of Texas at Austin. David S. Stonberg is a Managing Director of Neuberger Berman and is the Global Co-Head of Private Equity Co-Investments. He is also a member of the Co-Investment, Private Investment Portfolios Renaissance and Secondary Investment Committees. Before joining Neuberger Berman in 2002, Mr. Stonberg held several positions within Lehman Brothers Investment Banking Division including providing traditional corporate and advisory services to clients as well as leading internal strategic and organizational initiatives for Lehman Brothers. Mr. Stonberg began his career in the Mergers and Acquisitions Group at Lazard Frères. Mr. Stonberg holds an M.B.A. from the Stern School of New York University and a B.S.E. from the Wharton School of the University of Pennsylvania. Anthony D. Tutrone is the Global Head of NB Alternatives and a Managing Director of Neuberger Berman. He is a member of all Neuberger Berman Private Equitys Investment Committees. Mr. Tutrone is also a member of Neuberger Bermans Partnership, Operating, and Asset Allocation Committees. Prior to Neuberger Berman, from 1994 to 2001, Mr. Tutrone was a Managing Director and founding member of The Cypress Group, a private equity firm focused on middle market buyouts that managed approximately $3.5 billion of commitments. Prior to The Cypress Group, Mr. Tutrone began his career at Lehman Brothers in 1986, starting in Investment Banking and in 1987 becoming one of the original members of the firms Merchant Banking Group. This group managed a $1.2 billion private equity fund focused on middle market buyouts. He has been a member of the board of directors of several public and private companies and has sat on the advisory boards of several private equity funds. Mr. Tutrone earned an M.B.A. from Harvard Business School and a B.A. in Economics from Columbia University. Peter J. Von Lehe is the Head of Investment Solutions and Strategy and is a Managing Director of Neuberger Berman. He is also a member of the Athyrium, Private Investment Portfolios and Co-Investment, Marquee Brands and Renaissance Investment Committees. Mr. von Lehe sits on the Limited Partner Advisory Boards of a number of investment relationships globally on behalf of Neuberger Berman funds. Previously, Mr. von Lehe was a Managing Director and Deputy Head of the Private Equity Fund of Funds unit of Swiss Re Company. At Swiss Re Company, Mr. von Lehe was responsible for investment analysis and product structuring and worked in both New York and Zurich. Before that, he was an attorney with the law firm of Willkie Farr & Gallagher LLP in New York focusing

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document TABLE OF CONTENTS on corporate finance and private equity transactions. He began his career as a financial analyst for a utility company, where he was responsible for econometric modeling. Mr. von Lehe received a B.S. with Honors in Economics from the University of Iowa and a J.D. with High Distinction, from the University of Iowa College of Law. He is a member of the New York Bar. Patricia Miller Zollar is a Managing Director of Neuberger Berman. Within the Firms alternatives business, she is responsible for managing a bespoke co-investment separate account and leading the NorthBound Emerging Managers Private Equity Fund, a private equity fund which invests in private equity partnership interests and co-investments. She is also a member of the Co-Investment, Private Investment Portfolios, and NorthBound Investment Committees. Before the management buyout of Neuberger Berman, Ms. Zollar co-headed and co-founded the Lehman Brothers Partnership Solutions Group (PSG), a Wall Street business focused on developing strategic opportunities with women- and minority-owned financial services firms. The innovation of the Partnership Solutions Group was chronicled in a case study for the Harvard Business School. Before rejoining Lehman Brothers in 2004, Ms. Zollar was a vice president in the Asset Management Division of Goldman Sachs. Ms. Zollar began her career as a Certified Public Accountant in the Audit Division of Deloitte & Touche. She received her MBA from Harvard Business School and her B.S., with highest distinction, from North Carolina A&T State University, where she formerly served as Chairperson of the Board of Trustees and conferred her an honorary Doctorate degree. Ms. Zollar is a member of the Executive Leadership Council and serves on the executive board of the National Association of Investment Companies and The Apollo Theater.

Senior Co-Investment Specialists Michael S. Kramer – See —Investment Committee. David H. Morse – See —Investment Committee. Joana P. Rocha Scaff – See —Investment Committee. David S. Stonberg – See —Investment Committee. Jacquelyn Wang is a Managing Director of Neuberger Berman. Prior to joining Neuberger Berman, Ms. Wang worked in Corporate Development at Verizon Communications executing and analyzing acquisitions, strategic investments and divestitures. Previously, Ms. Wang was an Associate at Spectrum Equity Investors, a private equity firm with $4.7 billion under management where she executed and evaluated buyout and growth equity investments. Ms. Wang began her career in the investment banking division of Lehman Brothers advising on corporate transactions including M&A, restructurings and equity and debt offerings in the communications and media industries. Ms. Wang received an M.B.A. from The Wharton School of the University of Pennsylvania and a B.A. with honors from The Johns Hopkins University. D. Brock Williams, CFA is a Principal of Neuberger Berman. Prior to joining Neuberger Berman in 2004, Mr. Williams worked in the Lehman Brothers investment banking division in New York and Chicago, where he advised on M&A, restructurings, equity and debt offerings across a diverse set of industries, including consumer, retail, industrial and technology. Early in his career, he worked at Mercer Investment Consulting and Ibbotson Associates. Mr. Williams currently sits on the limited partner advisory committees of PAG Asia Special Situations and Gryphon Investors. Mr. Williams earned a B.A. from Northwestern University and an M.B.A. with honors from the University of Chicago Booth School of Business. He also holds the Chartered Financial Analyst designation.

Senior Secondary Specialists Ethan Falkove is a Managing Director of Neuberger Berman, and a member of the Secondary Investment Committee. He is primarily responsible for sourcing, evaluating, structuring and purchasing secondary investment opportunities. Mr. Falkove joined Neuberger Berman from Deutsche Bank, where he worked for ten years in the private equity division investing in secondary private equity and directly in operating companies. Mr. Falkove received his M.B.A. from Columbia Business School and his B.S. from the Wharton School of the University of Pennsylvania. Scott Koenig is a Managing Director of Neuberger Berman and leads the firms real estate secondary investment activities. Mr. Koenig joined the firm in 2017 from Deutsche Bank, where he was head of real estate secondaries for Deutsche Banks private equity business for four years. From 2001-2013, Mr. Koenig was a member of Deutsche Banks real estate private equity team, including most recently as head of portfolio management overseeing two

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document TABLE OF CONTENTS global real estate private equity funds, and worked on more than $3 billion of direct real estate transactions. Prior to Deutsche Bank, he worked for Nomura in their commercial real estate lending program and for Price Waterhouse in their real estate advisory services group. Mr. Koenig received his M.B.A. from Columbia Business School and his B.A. from Princeton University. Tristram Perkins is a Managing Director of Neuberger Berman and Global Co-Head of Secondary Private Equity. He is also a member of the Secondary Investment Committee. As Global Co-Head of Secondary Private Equity, Mr. Perkins oversees the origination and valuation of secondary investments. Mr. Perkins joined Neuberger Berman in 2004 from Deutsche Bank, where he worked for eight years in the private equity division investing in secondary private equity and directly in operating companies. Prior to joining Deutsche Bank, Mr. Perkins worked for four years in investment banking with Alex. Brown & Sons in New York, working in both the Restructuring Group and the Industrial Technologies Group. Mr. Perkins received his M.B.A. from Columbia Business School and his B.A. from Middlebury College. Brian Talbot is a Managing Director of Neuberger Berman and the Founder and Global Co-Head of Secondary Private Equity. He is also a member of the Secondary and Athyrium Investment Committees. As Global Co-Head of Secondary Private Equity, Mr. Talbot oversees the origination and valuation of secondary investments. Mr. Talbot joined Neuberger Berman in 2004, from Deutsche Bank AG where he was global head of Secondary Investing and president of Deutsche Bank Investment Partners, the fund investing arm of Deutsche Bank. Prior to joining Deutsche Bank in 1989, Mr. Talbot was a manager in the Financial Services group at Ernst and Young. Mr. Talbot holds a B.S. in Accounting from Fordham University. Peter Bock is a Principal of Neuberger Berman. Prior to joining Neuberger Berman in 2005, Mr. Bock was an Associate at Lightyear Capital, a $3 billion private equity fund. Prior to that, Mr. Bock worked at PaineWebber Inc., in both investment banking advising on corporate transactions including M&A, restructurings and equity and debt, and strategic investing. Mr. Bock holds an M.B.A. from The Fuqua School of Business, Duke University and a B.A. from Amherst College. Benjamin Perl is a Managing Director of Neuberger Berman and a member of the Secondary Investment Committee. Mr. Perl joined the firm in 2001 and Neuberger Berman Private Equity in 2007. Prior to that, Mr. Perl worked as an Associate at Lehman Brothers Venture Partners (now Tenaya Capital), where he was responsible for executing and evaluating mid-through late-stage equity investments across a wide range of industries. He also worked in Lehman Brothers Investment Banking Division in New York and San Francisco as part of both the Consumer Retail and Equity Capital Markets Groups. Mr. Perl holds an M.B.A., with High Distinction (Baker Scholar), from Harvard Business School and a B.A., Phi Beta Kappa, from Wesleyan University.

Senior Private Debt Specialists Susan Kasser, CFA is a Managing Director of Neuberger Berman and Co-Head of the Private Credit business for Neuberger Berman Private Equity. She is a member of the Private Debt and Credit Opportunities Investment Committees. Prior to joining Neuberger Berman, she was a founding member of Carlyle Mezzanine Partners, the corporate mezzanine business of The Carlyle Group. At Carlyle, Ms. Kasser originated, executed and realized privately negotiated junior debt and equity securities of middle market and large cap leveraged buyouts, recapitalizations and growth financings across multiple industries. Ms. Kasser has been a member of the board of directors of several private companies. Prior to joining Carlyle, Ms. Kasser worked at Goldman Sachs in several roles, including investment banker in the Leveraged Finance group, fund investor and direct co-investor in the Private Equity Group and as a financial analyst in Global Investment Research. Ms. Kasser received an M.A. in International Economics and Finance and a B.A. in Philosophy from Brandeis University, where she graduated magna cum laude and Phi Beta Kappa. She holds the designation of Chartered Financial Analyst. David Lyon is a Managing Director of Neuberger Berman and Co-Head of the Private Credit business for NB Private Equity. He is a member of the Private Debt and Credit Opportunities Investment Committees. Prior to joining Neuberger Berman, he was the Director of Research at Ellis Lake Capital, a $500 million event-driven credit hedge fund based in New York. Before Ellis Lake, Mr. Lyon was one of three professionals responsible for the day to day management of the Credit Opportunities Group, a multi-billion dollar portfolio of credit and equity investments at D. E. Shaw. At D. E. Shaw, Mr. Lyon was also responsible for the private equity efforts in the Credit Opportunities Group and sat on several public and private company boards. Previously, Mr. Lyon was a Managing Director at The Cypress Group, a $3.5 billion private equity fund, where he was a member of the Investment Committee. Prior to Cypress, Mr. Lyon was one of five original professionals at Och-Ziff Capital Management and worked in the Mergers

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document TABLE OF CONTENTS & Acquisitions department of Goldman Sachs. Mr. Lyon earned a M.B.A. from Harvard Business School and a B.A. in Philosophy from the University of Notre Dame, where he graduated summa cum laude and Phi Beta Kappa. Matthew Bird is a Managing Director of Neuberger Berman and a member of the Private Credit investment team. Prior to joining Neuberger Berman, Mr. Bird was a Vice President at GarMark Partners, one of the longest tenured managers of private junior capital in North America, where he was responsible for sourcing, executing and monitoring middle-market debt and structured equity investments across multiple industries. Mr. Bird served as a board member or observer at several portfolio companies. Prior to joining GarMark, Mr. Bird was an Asset Manager at Seavest Inc., an investment management firm focused on healthcare real estate and private equity investing. Prior to Seavest, Mr. Bird was an investment professional at FG II Ventures, a private venture firm, and at European Capital Ventures plc, a London-based venture capital fund. Mr. Bird received an M.B.A. with Honors from the Wharton School of the University of Pennsylvania and a B.A., cum laude, in History and French from the University of Warwick.

Additional Senior Investment Professionals Paul Daggett, CFA is a Managing Director of Neuberger Berman and a senior member of the Firms Private Investment Portfolios group where he leads investments in private equity and venture capital funds and direct co-investments in venture capital, growth equity and buyout transactions. Mr. Daggett sits on the Limited Partner Advisory Boards of a number of venture capital and private equity fund relationships and has Board of Directors and Observer seats for a number of direct venture and growth capital investments on behalf of Neuberger Berman Funds. Prior to joining Neuberger Berman in 2004, Mr. Daggett worked in the European Equity Derivatives Group at JPMorgan Chase & Co. He holds an M.B.A. from the Cox School of Business at Southern Methodist University and a BEng, with honors, in Aeronautical Engineering from the University of Bristol. Mr. Daggett is a Fellow of the Institute of Chartered Accountants in England and Wales (FCA) and holds the Chartered Financial Analyst designation. José Luis González Pastor is a Principal of Neuberger Berman. Prior to joining the firm, Mr. González worked at Barclays Capital as a Summer Associate on the Distressed Debt Team in London. Before Barclays, Mr. González worked for four years at Qualitas Equity Partners, a Spanish Private Equity Fund focused on the Iberia middle-market. Previously, Mr. González worked as Investment Banking Analyst advising PE firms on leverage buy-outs at DC Advisory Partners (formerly known as Atlas Capital). Mr. González received an M.B.A. with honors from The Wharton School and a M.A. with honors in International Studies at the Lauder Institute of the University of Pennsylvania. Mr. González graduated with a B.A. in Business Administration and a B.A. in Law from Universidad Pontificia Comillas (ICADE). Maura E. Reilly Kennedy is a Managing Director of Neuberger Berman. Ms. Kennedy is a member of the Private Equity investment team and is focused on investment opportunities across primaries, secondaries and co-investments. Prior to joining Neuberger Berman in 2008, Ms. Kennedy worked for five years in private equity at Landmark Partners, where she focused on secondary private equity transactions. Ms. Kennedy is an observer on the Limited Partner Advisory Board of NG Capital Partners, a Peruvian Private Equity Fund. Ms. Kennedy received an M.B.A. from Harvard Business School and a B.A. in Economics from Hobart and William Smith Colleges. Doug Manor is a Principal of Neuberger Berman. Mr. Manor is a member of the Private Equity investment team and is focused on investment opportunities across primaries, secondaries and co-investments with a focus on North America. Prior to joining Neuberger Berman in 2006, Mr. Manor was in the Lehman Brothers Investment Banking Division in New York, where he focused on M&A advisory and public and private financings in the Financial Institutions Group. Mr. Manor sits on the Limited Partner Advisory Board of FTV Capital. Mr. Manor earned an M.B.A. as a Kozmetsky Award winner (highest honors) from the McCombs School of Business at the University of Texas at Austin and a B.B.A. in Finance with Special Distinction from the University of Oklahoma. Joshua Miller, CFA is a Principal of Neuberger Berman and a senior member of the Firms Private Investment Portfolios group. Prior to joining Neuberger Berman in 2004, Mr. Miller was at Cirrus Health, an outpatient surgery center developer. Mr. Miller sits on the Limited Partner Advisory Committees of Westly Capital Partners Fund and Hudson Clean Energy Partners. Mr. Miller received his M.B.A., Beta Gamma Sigma from The McCombs School of Business – The University of Texas at Austin, and his B.B.A. in Finance, magna cum laude from Southern Methodist University. Mr. Miller holds the Chartered Financial Analyst designation. Amit Sachdeva is a Principal at Neuberger Berman. Prior to joining Neuberger Berman Private Equity in 2016, Mr. Sachdeva worked for seven years at AlpInvest Partners in Hong Kong focusing on co-investments across the

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document TABLE OF CONTENTS APAC region. Previously, he worked at JP Morgan Securities as Investment Banking Associate in NY where he advised TMT clients on M&A and capital markets transactions, and Senior Consultant in supply chain solution companies in Chicago and Dallas. Mr. Sachdeva received MBA degree from The Wharton School of the University of Pennsylvania, Master of Science degree from Northwestern University and Bachelor of Technology degree from Indian Institute of Technology, Delhi. Michael Smith, CFA, is a Principal of Neuberger Berman. Previously, Mr. Smith was a Vice President of Bank of America / Merrill Lynch, where he was an investment team member of the private equity fund of funds business. In that capacity, Mr. Smith worked on the origination, due diligence and ongoing portfolio management of several primary and secondary investment opportunities across various sectors including buyout, growth equity, venture capital, real estate and special situations. Prior to joining Bank of America / Merrill Lynch, he worked at Pyramis Global Advisors, a global asset management company. Mr. Smith received his B.S.B.A. from the University of Florida. Mr. Smith is a Chartered Financial Analyst. Elizabeth Traxler is a Managing Director of Neuberger Berman and a senior member of the Firms Private Investment Portfolios practice where she invests in private equity funds and directly co-invests equity into sponsor-owned portfolio companies. Prior to joining Neuberger Berman, Ms. Traxler was at Wachovia Capital Partners (now known as Pamlico Capital), where she focused on making growth equity and buyout investments across a broad range of industries. Ms. Traxler also worked at Wachovia Securities in the Leveraged Capital Group, which provided senior and mezzanine debt in one-stop financings for private equity-backed transactions. She is currently a Board Observer of Duff & Phelps, Evans Network of Companies, Galco Industrial Electronics and OrthoLite. Ms. Traxler received an M.B.A. from the Kellogg School of Management at Northwestern University and a B.A., cum laude, in Economics from Vanderbilt University. Matt Wiener is a Principal of Neuberger Berman. Prior to joining Neuberger Berman, Mr. Wiener worked as an Associate at Trilantic Capital Partners (formerly Lehman Brothers Merchant Banking), where he was responsible for evaluating and executing private equity investments across multiple industries. He began his career in Lehman Brothers Investment Banking Division advising public and private companies in the communications and media industries. Mr. Wiener received an M.B.A. with Honors from Columbia Business School and a B.S., magna cum laude, from Cornell University. Tyler Czinege is a Vice President of Neuberger Berman. Prior to joining Neuberger Berman Private Equity in 2011, Mr. Czinege completed a public accounting internship at PricewaterhouseCoopers. Mr. Czinege graduated with a masters degree in Accounting from Trinity University in 2011 and with a B.S. in Business Administration with a concentration in Accounting from Trinity in 2010. Kaci Boyer is a Vice President of Neuberger Berman. Ms. Boyer joined Neuberger Berman in 2007. Ms. Boyer has focused on client relationships, becoming NB Alternatives client investment contact for large separate account mandates. During 2011, Ms. Boyer spent six months in Neuberger Bermans Hong Kong office working on private equity investments throughout the Asia Pacific region. Ms. Boyer received a B.B.A. in Finance from Southern Methodist University. Sandeep Mirani is a Vice President of Neuberger Berman. Prior to joining Neuberger Berman Private Equity in 2014, Mr. Mirani worked at Paul Capital in London, where he focused on secondary investments, and at Credit Suisse, where he was an Investment Banking Analyst in the Mergers & Acquisitions group and the Global Energy group, in New York and London, respectively. Mr. Mirani graduated magna cum laude from the Wharton School at the University of Pennsylvania with a B.S. in Economics. Langston Theis is a Vice President of Neuberger Berman. Mr. Theis joined Neuberger Berman in 2008. Mr. Theis is primarily focused on private equity fund due diligence investment opportunities, financial analysis for the Private Investment Portfolios practice, and portfolio monitoring and management of NB Private Equity Partners Limited, a listed private equity vehicle on the London Stock Exchange and Euronext Amsterdam Exchange. Mr. Theis received a B.A. in Psychology and an M.B.A. from the University of Texas at Dallas.

Other Professionals Kelly Maughan is a Senior Vice President of Neuberger Berman. Ms. Maughan is the Head of financial operations for Neuberger Berman Private Equity. Prior to joining Neuberger Berman in 2004, Ms. Maughan served as a senior solutions manager at Vitech Systems Group, Inc., a director at DML, Inc., an assistant controller at Castle Harlan, Inc., an assistant controller at Charterhouse Group International, Inc., and an accountant at Dean Witter Reynolds, Inc. Ms. Maughan received a B.S. in Accounting from St. Johns University. Mark J. Bonner, Jr. is a Senior Vice President of Neuberger Berman. Previously, Mr. Bonner was a Senior Vice President of Bank of America/Merrill Lynch, managing the financial reporting, tax reporting, business due diligence and operational matters of the groups private equity fund of funds business since 2006. Prior to joining Bank of America/Merrill Lynch, Mr. Bonner spent two years as the Management Company and International Subsidiaries Accounting Manager of Advent International Corporation, a global private equity firm. Earlier in his career, Mr. Bonner spent five years with PricewaterhouseCoopers in the Audit and Assurance Group, serving clients in the financial services industry. Mr. Bonner received a BS in Accounting from the State University of New York at Geneseo.

Legal and Compliance Professionals Christian Neira is a Managing Director of Neuberger Berman and serves as the general counsel of NB Alternatives, responsible for the private equity, private investment portfolios and hedge fund of funds businesses. Prior to joining the firm in 2010, he was of counsel with Covington & Burling LLP, where his practice focused on private equity investments and mergers and acquisitions. Prior to joining Covington, Mr. Neira was counsel at Paul, Weiss, Rifkind, Wharton & Garrison LLP from 1995 to 2005, where his practice focused on private equity investments in Latin America. Mr. Neira holds an A.B. in Social Studies from Harvard College. Mr. Neira received his J.D. from the University of Pennsylvania Law School. Blake Rice is a Managing Director of Neuberger Berman and acts as legal counsel with responsibility for Neuberger Berman Private Equity. Prior to joining Neuberger Berman in 2008, he was an attorney with Hallett & Perrin P.C. where his practice focused on partnership and limited liability company formation, governance, private securities offerings, mergers and acquisitions, and corporate compliance. Mr. Rice holds a J.D. from The University of Chicago Law School and holds a B.A. in Political Science from Trinity University (Texas). Corey A. Issing is a Managing Director of Neuberger Berman and acts as legal counsel for NBIA with responsibility for the registered funds business. Mr. Issing is the General Counsel and Head of Compliance — Mutual Funds at Neuberger Berman. Prior to joining the firm in 2007, he was Counsel at AIG SunAmerica Asset Management. Mr. Issing holds a B.A. in Political Science and Communications from the University of New Hampshire and a J.D. from the Suffolk University School of Law. Teale Long is a Senior Vice President of Neuberger Berman and acts as legal counsel for NB Alternatives. Prior to joining Neuberger Berman in 2015, Ms. Long was an associate with Gibson, Dunn & Crutcher LLP, where her practice included the structuring, formation and negotiation of private investment funds, secondary transactions and other general corporate matters. Ms. Long received a J.D. from the University of Virginia School of Law and an A.B. from Davidson College. Leila Biederman is a Vice President of Neuberger Berman and acts as legal counsel for NB Alternatives. Prior to joining Neuberger Berman in 2016, Ms. Biederman was an associate with Gibson, Dunn & Crutcher LLP, where her practice included the structuring, formation and negotiation of private investment funds, secondary transactions and other general corporate matters. Ms. Biederman received a J.D. from the University of Pennsylvania Law School and a B.A. from Wellesley College. Raymond Ling is a Vice President of Neuberger Berman and acts as legal counsel for NBIA. Prior to joining Neuberger Berman in 2016, Mr. Ling was an associate with Skadden, Arps, Slate, Meagher & Flom LLP, where his practice included formation of private investment funds and advising closed-end funds and business development companies and their boards of directors in connection with the formation and operation of investment funds. Mr. Ling received a J.D. from Brooklyn Law School and a B.A. from New York University.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document TABLE OF CONTENTS Kimberly Marlar is a Vice President of Neuberger Berman in the legal department. Prior to joining Neuberger Berman in 2007, she was a paralegal at State National Insurance Companies where she focused on partnership and limited liability company formation, governance, compliance related filings and regulations. Ms. Marlar graduated summa cum laude with a B.A. from The University of Texas at Arlington and summa cum laude with a Paralegal Certificate from The University of North Texas. David Leimgruber is an Associate of Neuberger Berman and acts as a Compliance Officer for NB Alternatives. Prior to joining Neuberger Berman, Mr. Leimgruber was a Compliance Consultant with National Regulatory Services (NRS). Mr. Leimgruber received his Bachelor of Arts degree from the University of Washington Foster School of Business and earned his Juris Doctor degree from Albany Law School.

Compensation of the Portfolio Managers Neuberger Bermans compensation philosophy is one that focuses on rewarding performance and incentivizing our employees. Neuberger Berman is focused on creating a compensation process that it believes is fair, transparent, and competitive with the market. Compensation for the Funds Portfolio Management Team consists of fixed (salary) and variable compensation but is more heavily weighted on the variable portion of total compensation and is paid from a team compensation pool made available to the portfolio management team with which the portfolio manager is associated. The size of the team compensation pool is determined based on a formula that takes into consideration a number of factors including the pre-tax revenue that is generated by that particular portfolio management team, less certain adjustments. The bonus portion of the compensation for a portfolio manager is discretionary and is determined on the basis of a variety of criteria, including investment performance (including the aggregate multi-year track record), utilization of central resources (including research, sales and operations/support), business building to further the longer term sustainable success of the investment team, effective team/people management, and overall contribution to the success of Neuberger Berman. The terms of our long-term retention incentives are as follows: •Employee-Owned Equity. Certain employees (i.e., senior leadership and investment professionals) participate in Neuberger Berman’s equity ownership structure, which was designed to incentivize and retain key personnel. Most equity issuances are subject to vesting. In addition, in prior years certain employees may have elected to have a portion of their compensation delivered in the form of equity, which, in certain instances, is vested upon issuance and in other instances vesting aligns with the vesting of Neuberger Bermans Contingent Compensation Plan (vesting over 3 years). For confidentiality and privacy reasons, Neuberger Berman cannot disclose individual equity holdings or program participation. •Contingent Compensation. Neuberger Berman established the Neuberger Berman Group Contingent Compensation Plan (the CCP) to serve as a means to further align the interests of our employees with the success of the firm and the interests of our clients, and to reward continued employment. Under the CCP, a percentage of a participant’s total compensation is contingent and tied to the performance of a portfolio of Neuberger Berman investment strategies as specified by the firm on an employee-by-employee basis. By having a participant’s contingent compensation tied to Neuberger Berman investment strategies, each employee is given further incentive to operate as a prudent risk manager and to collaborate with colleagues to maximize performance across all business areas. In the case of portfolio managers, the CCP is currently structured so that such employees have exposure to the investment strategies of their respective teams as well as the broader Neuberger Berman portfolio. Subject to satisfaction of certain conditions of the CCP (including conditions relating to continued employment), contingent compensation amounts vest over three years. Neuberger Berman determines annually which employees participate in the program based on total compensation for the applicable year. •Restrictive Covenants. Most investment professionals, including portfolio managers, are subject to notice periods and restrictive covenants which include employee and client non-solicit restrictions as well as restrictions on the use of confidential information. In addition, depending on participation levels, certain senior professionals who have received equity have also agreed to additional notice and transition periods and, in some cases, non-compete restrictions.

Other Accounts Managed by the Portfolio Managers The following table lists the number and types of accounts, other than the Fund, managed by the Funds Portfolio Management Team and assets under management in those accounts, as of March 31, 2019. Number of Accounts Managed for Assets Managed which Advisory for which Number of Fee is Advisory Fee is Accounts Total Assets Performance- Performance- Type of Account Managed Managed Based Based James D. Bowden Registered Investment Companies 6 $ 1,092,954,293 6 $ 1,092,954,293 Other Pooled Investment Vehicles 13 $ 2,254,380,000 13 $ 2,254,380,000 Other Accounts 0 $ 0 0 $ 0

John P. Buser Registered Investment Companies 6 $ 1,092,954,293 6 $ 1,092,954,293 Other Pooled Investment Vehicles 39 $ 21,924,786,574 39 $ 21,924,786,574 Other Accounts 70 $ 18,346,908,601 70 $ 18,346,908,601

Kent Chen Registered Investment Companies 6 $ 1,092,954,293 6 $ 1,092,954,293 Other Pooled Investment Vehicles 35 $ 14,362,496,574 35 $ 14,362,496,574 Other Accounts 70 $ 18,346,908,601 70 $ 18,346,908,601

Michael Kramer Registered Investment Companies 6 $ 1,092,954,293 6 $ 1,092,954,293 Other Pooled Investment Vehicles 35 $ 14,362,496,574 35 $ 14,362,496,574 Other Accounts 70 $ 18,346,908,601 70 $ 18,346,908,601

John H. Massey Registered Investment Companies 6 $ 1,092,954,293 6 $ 1,092,954,293 Other Pooled Investment Vehicles 35 $ 14,362,496,574 35 $ 14,362,496,574 Other Accounts 70 $ 18,346,908,601 70 $ 18,346,908,601

David Morse Registered Investment Companies 6 $ 1,092,954,293 6 $ 1,092,954,293 Other Pooled Investment Vehicles 35 $ 14,362,496,574 35 $ 14,362,496,574 Other Accounts 70 $ 18,346,908,601 70 $ 18,346,908,601

Joana P. Rocha Scaff Registered Investment Companies 6 $ 1,092,954,293 6 $ 1,092,954,293 Other Pooled Investment Vehicles 36 $ 14,550,146,574 36 $ 14,550,146,574 Other Accounts 70 $ 18,346,908,601 70 $ 18,346,908,601

Jonathan D. Shofet Registered Investment Companies 6 $ 1,092,954,293 6 $ 1,092,954,293 Other Pooled Investment Vehicles 35 $ 14,362,496,574 35 $ 14,362,496,574 Other Accounts 70 $ 18,346,908,601 70 $ 18,346,908,601

Brien P. Smith Registered Investment Companies 6 $ 1,092,954,293 6 $ 1,092,954,293 Other Pooled Investment Vehicles 35 $ 14,362,496,574 35 $ 14,362,496,574 Other Accounts 70 $ 18,346,908,601 70 $ 18,346,908,601

David S. Stonberg Registered Investment Companies 6 $ 1,092,954,293 6 $ 1,092,954,293 Other Pooled Investment Vehicles 41 $ 21,924,786,574 41 $ 21,924,786,574

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document TABLE OF CONTENTS Number of Accounts Managed for Assets Managed which Advisory for which Number of Fee is Advisory Fee is Accounts Total Assets Performance- Performance- Type of Account Managed Managed Based Based Anthony D. Tutrone Registered Investment Companies 6 $ 1,092,954,293 6 $ 1,092,954,293 Other Pooled Investment Vehicles 41 $ 21,924,786,574 41 $ 21,924,786,574 Other Accounts 70 $ 18,346,908,601 70 $ 18,346,908,601

Peter J. Von Lehe Registered Investment Companies 6 $ 1,092,954,293 6 $ 1,092,954,293 Other Pooled Investment Vehicles 35 $ 14,362,496,574 35 $ 14,362,496,574 Other Accounts 70 $ 18,346,908,601 70 $ 18,346,908,601

Patricia Miller Zolar Registered Investment Companies 6 $ 1,092,954,293 6 $ 1,092,954,293 Other Pooled Investment Vehicles 35 $ 14,362,496,574 35 $ 14,362,496,574 Other Accounts 70 $ 18,346,908,601 70 $ 18,346,908,601 As of the date of this Offering Memorandum, no member of the Portfolio Management Team owns any Interests in the Fund.

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

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

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document TABLE OF CONTENTS Number of Funds in Name, Position(s) Held Term of Principal Fund with Registrant, Office and Occupation Complex* Other Directorships Held Address, and Year of Length of During Past Overseen by Director During Past Birth Time Served 5 Years by Director 5 Years Victor F. Imbimbo, Jr., Term President and CEO of Caring Today, 19 Manager of Man FRM Alternative Director Indefinite— LLC, an information and support Multi-Strategy Fund LLC. Since resource for the family caregiver 1290 Avenue of the Americas Inception market; Former President for North New York, NY 10104 America TBWA\World Health, a (1952) division of TBWA Worldwide, and Executive Vice President of TBWA\New York. Thomas F. McDevitt, Term Managing Partner of Edgewood 19 Director of Jones Lang LaSalle Director Indefinite— Capital Partners and President of Property Trust, Inc. (12/04 to 06/15). Since Edgewood Capital Advisors (5/2002 1290 Avenue of the Americas Inception to present). New York, NY 10104 (1956) Stephen V. Murphy, Term President of S.V. Murphy & Co, an 19 Manager of Man FRM Alternative Director Indefinite— investment banking firm. Multi-Strategy Fund LLC; Director Since of The First of Long Island 1290 Avenue of the Americas Inception Corporation and The First National New York, NY 10104 Bank of Long Island. (1945) Thomas G. Yellin, Term President of The Documentary 19 Director of Grosvenor Registered Director Indefinite— Group (since 6/2006); Former Multi-Strategy Funds (4 funds); Since President of PJ Productions (from Director of Hedge Fund Guided 1290 Avenue of the Americas Inception 8/2002 to 6/2006); Former Portfolio Solution, Manager of Man New York, NY 10104 Executive Producer of ABC News FRM Alternative Multi-Strategy (1954) (from 8/1989 to 12/2002). Fund LLC.

*The Fund Complex consists of the Fund, the Master Fund, NB Crossroads Private Markets Fund VI LP, NB Crossroads Private Markets Fund VI Advisory LP, Excelsior Private Markets Fund II (Master), LLC, Excelsior Private Markets Fund II (TI), LLC, Excelsior Private Markets Fund II (TE), LLC, Excelsior Private Markets Fund III (Master), LLC, Excelsior Private Markets Fund III (TI), LLC, Excelsior Private Markets Fund III (TE), LLC, UST Global Private Markets Fund LLC, NB Crossroads Private Markets Fund IV (TI) – Client LLC, NB Crossroads Private Markets Fund IV (TE) – Client LLC, NB Crossroads Private Markets Fund IV Holdings LLC, NB Crossroads Private Markets Fund V Holdings LP, NB Crossroads Private Markets Fund V (TE) LP, NB Crossroads Private Markets Fund V (TE) Advisory LP, NB Crossroads Private Markets Fund V (TI) LP, and NB Crossroads Private Markets Fund V (TI) Advisory LP.

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

*The business address of each listed person is 1290 Avenue of the Americas, New York, NY 10104, except for James D. Bowden and Mark Bonner whose business address is 53 State Street, 13th Floor, Boston, MA 02109; and Brien Smith whose business address is 325 North Saint Paul St. 49th Floor Dallas, TX 75201. For each Director, the dollar range of equity securities beneficially owned by the Director in the Fund and in the Family of Investment Companies (Family of Investment Companies includes all of the registered investment companies advised by the Adviser) as of March 31, 2019, is set forth in the table below. Aggregate Dollar Range of Equity Securities in All Registered Investment Companies Overseen by Dollar Range of Equity Director in Family of Name of Director Securities in the Fund Investment Companies Independent Directors Virginia G. Breen None None Alan Brott None None Victor F. Imbimbo, Jr. None None Thomas F. McDevitt None None Steven V. Murphy None None Thomas G. Yellin None None As of March 31, 2019, none of the Independent Directors or their immediate family members owned beneficially or of record securities of the Adviser, the Placement Agent, or a person (other than a registered investment company) directly or indirectly controlling, controlled by or under common control with the Adviser or Placement Agent.

Director Compensation Pension or Retirement Benefits Estimated Total Accrued as Annual Compensation Aggregate Part of Benefits from Fund Compensation Fund Upon Complex Paid Name of Director from the Fund* Expenses Retirement to Managers** Independent Directors Virginia G. Breen $ 29,166 $ 0 $ 0 $175,000 (19) Alan Brott $ 29,166 $ 0 $ 0 $175,000 (19) Victor F. Imbimbo, Jr. $ 29,166 $ 0 $ 0 $175,000 (19) Thomas F. McDevitt $ 29,166 $ 0 $ 0 $175,000 (19) Steven V. Murphy $ 29,166 $ 0 $ 0 $175,000 (19) Thomas G. Yellin $ 29,166 $ 0 $ 0 $175,000 (19)

*Estimated for the fiscal year ending March 31, 2020 (includes compensation for serving on the board of other feeder funds that invest in the Master Fund). **The total compensation estimated to be paid to such persons by the Fund and Fund Complex for the fiscal year ending March 31, 2020. The parenthetical number represents the number of investment companies (including the Fund) from which such person receives compensation.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document TABLE OF CONTENTS 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. The Independent Directors are also reimbursed for out-of-pocket expenses in connection with providing services to the Fund. The Board does not have a compensation committee. The Fund does not have any retirement plan for the Funds Directors.

Control Persons and Principal Holders of Securities As of the date of this Registration Statement, no officer or Director of the Fund currently owns any of the outstanding Interests in the Fund. Before the commencement of the Funds operations, the Investment Adviser, 1290 Avenue of the Americas, New York, NY 10104, may be deemed to control the Fund. For purposes of this item, control means (1) the beneficial ownership, either directly or through one or more controlled companies, of more than 25 percent of the voting securities of a company; (2) the acknowledgment or assertion by either the controlled or controlling party of the existence of control; or (3) an adjudication under Section 2(a)(9) of the 1940 Act, which has become final, that control exists.

Proxy Voting Policies and Procedures Investments in the Portfolio Funds do not typically convey traditional voting rights, and the occurrence of corporate governance or other consent or voting matters for this type of investment is substantially less than that encountered in connection with registered equity securities. On occasion, however, the Master Fund or the Fund may receive notices or proposals from the Portfolio Funds seeking the consent of or voting by holders, and may also vote on matters relating to the Co-Investments. The Board has adopted the proxy voting policies and procedures of the Investment Adviser as the Funds proxy voting policies and procedures. Subject to the Boards oversight, the Fund has delegated responsibility to vote any proxies the Fund may receive to the Investment Adviser. The Investment Advisers general policy is to vote proxy proposals, amendments, consents or resolutions relating to the Fund in a manner that serves the best interests of the Fund. Information regarding how the Investment Adviser voted proxies related to the Master Funds portfolio holdings during the 12-month period ending June 30th will be available, without charge, upon request by calling collect (212) 476-8800, and on the SECs website at www.sec.gov.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document TABLE OF CONTENTS VII. THE OFFERING Description of Interests The Fund is organized as a limited partnership under the laws of the State of Delaware and intends to elect to be treated as and qualify as a RIC for U.S. federal income tax purposes. The number of Interests in the Fund shall be unlimited. All Interests issued by the Fund shall be fully paid and non-assessable, except to the extent of any unfunded capital commitments. Investors shall have no preemptive or other rights to subscribe to any additional Interests or other securities issued by the Fund. The Fund will make distributions as received from Portfolio Funds in accordance with the priorities described in Section IX Fees and Expenses of the Fund; Distributions below. An investment in the Fund involves substantial restrictions on liquidity and its Interests are not freely transferable. There is no market for the Interests, and no market is expected to develop. Consequently, Investors may be unable to redeem or liquidate their Interests.

Investor Commitments and Drawdowns The Fund is seeking Commitments from Investors. The minimum Commitment in the Fund is $50,000, although the Board reserves the right to accept Commitments of lesser amounts in its discretion. The Fund has not yet identified all of the potential investments that will ultimately be made (through the Master Fund, as described below) with the Commitments. The Investors full Commitment will not be immediately invested. The Fund will, through the Master Fund, invest in Portfolio Funds and Co-Investment opportunities as Commitments are drawn. Commitments may be drawn down at any time, by the Fund making a capital call generally upon at least ten (10) business days prior written notice (including e-mail) to either the Investor or the Investors designee. Although there is no set schedule for calling capital, it is estimated that capital calls will be scheduled in the following manner (subject to the Funds discretion to make capital calls at different times and in different amounts): Year 1: 30% Year 2: 20% Year 3: 20% Year 4: 15% Year 5: 0% The Fund may not draw on the full Commitment and the Fund may have unfunded Commitments. The Fund also may accelerate or extend any calls as detailed in the schedule. Any amounts drawn (except for cash reserved to cover Fund expenses and as may be needed for asset coverage purposes) generally will be invested within three (3) months of the drawdown date (such investments may take the form of a binding legal commitment). If a capital call is not timely made by an Investor by the specified date in the written notice, the Investor will be charged an interest at an annual rate of 8.0% up until the date the capital call is actually made. Investors understand that by agreeing to invest in the Fund, each Investor is making an irrevocable Commitment to the Fund of the entire amount of the Commitment, which will be drawn down over time. Even though not all the money will be requested immediately, if there is a capital call Investors are committing to make funds available within the time designated. The Fund may, in the Investment Advisers sole discretion, charge a defaulting Investor with the expenses and losses incurred by the Fund resulting from the sale of positions due to the default of such Investor. Such charge may be incurred by specially allocating such expenses and losses to the defaulting Investor. In addition, the Fund may, in the Investment Advisers sole discretion, take other actions with respect to defaulting investors, including without limitation: (i) borrowing funds to cover defaulted capital calls, at a rate established with a third party lender or using the Funds internal capital at a rate of 8.0% per annum, and causing the defaulting Investor to bear such interest and other costs associated with such borrowing, and/or (ii) excluding defaulting Investors from participating in future capital calls.

Subscription Procedures Any person wishing to subscribe for Interests is required to review, complete, and execute the Subscription Documents. The Subscription Documents will be designed to provide the Fund, the General Partner, the Adviser and/or their respective affiliates with important information about each subscriber. The Subscription Documents will

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document TABLE OF CONTENTS also provide the Fund, the General Partner and the Adviser with information required to comply with applicable anti-money laundering laws, rules and regulations. The Fund will advise each Investor promptly of the Funds acceptance of an offer to subscribe for Interests. Payment in the amount of the subscription in United States dollars should be made in accordance with the terms of the Subscription Documents. The Subscription Documents to be executed and delivered by prospective Investors contain the Investors agreement to indemnify and hold harmless the Fund, the Board, the Investment Adviser, the General Partner, Neuberger Berman, the Placement Agent and their affiliates and employees and each other Investor of the Fund from and against any loss, cost, damage or liability due to or arising out of a breach of any representation or warranty of the Investor in the Subscription Documents or any other document furnished by the Investor to the Placement Agents or the Fund, or from any unsuccessful securities proceeding brought by the Investor against any such party. The acceptance or rejection of any subscription is solely at the discretion of the Investment Adviser, and no reasons need be given for the rejection of any subscription. The Adviser and the General Partner may also request such additional information from prospective Investors as they deem necessary in determining the suitability of an investment in the Fund for a particular Investor. Interests are being offered only to persons or entities that are both an accredited investor, as defined in Regulation D under the Securities Act, and a qualified client, as defined in Rule 205-3 under the Advisers Act. Each prospective Investor in the Fund should obtain the advice of his, her or its own legal, accounting, tax and other advisers in reviewing documents pertaining to an investment in the Fund. The eligibility requirements discussed herein represent the minimum eligibility requirements for prospective Investors in the Fund, and the satisfaction of such requirements by a prospective Investor does not necessarily mean that an investment in the Fund is a suitable investment for such person. The Investment Adviser, in its sole discretion, may make payments to certain financial intermediaries for distribution activities. The Investment Adviser makes these payments, at its own expense, out of its own assets. In some circumstances, these payments may create an incentive for a financial intermediary or its investment professionals to recommend or sell Fund Interests to their customers. The Investment Adviser may benefit from these payments to the extent the intermediaries sell more Fund Interests because the Investment Adviser receives greater advisory fees as Fund assets increase.

No Right of Redemption No Investor has the right to require the Fund to redeem his, her or its Interest. No public market for the Interests exists, and none is expected to develop in the future. As a result, Investors may not be able to liquidate their investment prior to the expiration of the Funds term other than through repurchases of Interests by the Fund, as described below.

Repurchase of Interests At the sole discretion of the Investment Adviser and subject to the Boards approval, the Fund may from time to time provide Investors with a limited degree of liquidity by offering to repurchase Interests pursuant to written tenders by Investors. The Investment Adviser expects that such offers to repurchase Interests, if any, would not occur before the fourth anniversary of the final closing and that all such offers, in the aggregate, would not exceed 20% of the Funds total commitments. At its discretion, the Investment Adviser may recommend to the Board (subject to its discretion) that the Fund offer to repurchase Interests from Investors at a purchase price equal to 80% of the net asset value of an Investors Interest as of the applicable tender valuation date (expected to be the last business day of the applicable calendar quarter). However, the Fund has no obligation to offer to repurchase Interests from Investors at any time and the Fund currently does not expect to offer to repurchase Interests on a periodic recurring basis. A repurchase offer will generally commence approximately 100 days prior to the applicable tender valuation date. Investors tendering Interests for repurchase must do so by a date specified in the notice describing the terms of the repurchase offer, which will generally be approximately 75 days prior to the tender valuation date. Investors that elect to tender their Interests will not know the price at which such Interests will be repurchased until such valuation date. Repurchase offers may commence prior to the fourth anniversary of the final closing. If, at the end of a calendar quarter prior to the fourth anniversary of the final closing, an Investor repurchases all or a portion of its Interest and

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document TABLE OF CONTENTS the Investor has received aggregate distributions equal to at least 125% of all drawn Commitments (excluding capital called for Servicing Fee payments to the Placement Agent), the carried interest that would otherwise have been allocated to the Special Limited Partner in respect of the Investors repurchased Interest if the end of the particular calendar quarter had been after the fourth anniversary of the final closing will be allocated to the Special Limited Partner, thereby reducing the repurchase proceeds payable to the Investor. The Fund will repurchase Interests from Investors pursuant to written tenders on terms and conditions that the Board determines to be fair to the Fund and to all Investors. When the Board determines that the Fund will repurchase Interests, notice will be provided to Investors describing the terms of the offer, containing information Investors should consider in deciding whether to participate in the repurchase opportunity and containing information on how to participate. If a repurchase offer is oversubscribed by Investors who tender their Interests, the Fund may repurchase a pro rata portion of the Interests tendered or take any other action with respect to the repurchase offer permitted by applicable law. As a result, in any particular repurchase offer, tendering Investors may not have all of their tendered Interests repurchased by the Fund. In addition, the Fund may repurchase Interests of Investors if, among other reasons, the Board determines that such repurchase would be in the interests of the Fund in accordance with the Partnership Agreement. Repurchases of Interests from Investors by the Fund will be paid in cash. Repurchases will be effective after receipt and acceptance by the Fund of eligible written tenders of Interests from Investors by the applicable repurchase offer deadline. Tenders will be revocable upon written notice to the Fund up to approximately 75 days prior to a particular tender valuation date. If a repurchase offer is extended, the expiration date will be extended accordingly. The Fund does not have any obligation to repurchase Interests from Investors at any time. There is no assurance that the Investment Adviser will recommend a tender offer for Investors or that the Board will approve a tender offer. The Fund will repurchase Interests from Investors pursuant to written tenders on terms and conditions that the Board determines to be fair to the Fund and to all Investors.

Transfer of Interests Transfers of Interests may be made only with the prior written consent of the Board, which may be withheld in the Boards sole discretion and is expected to be granted, if at all, only under extenuating circumstances.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document TABLE OF CONTENTS VIII. AGREEMENTS; SERVICE PROVIDERS Investment Advisory Agreement The Investment Adviser, subject to supervision by the Board, has overall responsibility for the investment selection, management and operation of the Master Fund, pursuant to an Investment Advisory Agreement between the Master Fund and the Investment Adviser. In consideration for the services provided under the Investment Advisory Agreement, the Master Fund pays the Investment Adviser an advisory fee quarterly at an annual rate of 0.80% following the Master Funds commencement of operations through the end of year eight from the commencement of operations and then at an annual rate of 0.15% for the remaining life of the Master Fund, in each case based on the Master Funds Invested Capital. In no event will the Master Funds Invested Capital exceed the amount of Investors total Commitments. The Fund does not pay the Investment Adviser a separate fee under the Investment Advisory Agreement. The Fund does, however, due to its investment in the Master Fund, bear its proportionate percentage of the Advisory Fee paid to the Investment Adviser by the Master Fund. The Investment Advisory Agreement was initially approved by the Board (including a majority of the Independent Directors) at meetings held in person on July 31, 2018 and November 26, 2018. The Investment Advisory Agreement is terminable without penalty, on 60 days prior written notice: by the Board; by vote of a majority (as defined by the 1940 Act) of the outstanding voting securities of the Master Fund; or by the Investment Adviser. After the initial term of two (2) years, the Investment Advisory Agreement may continue in effect from year to year if such continuance is approved annually by either the Board or the vote of a majority (as defined by the 1940 Act) of the outstanding voting securities of the Fund; provided that in either event the continuance is also approved by a majority of the Independent Directors by vote cast in person at a meeting called for the purpose of voting on such approval. The Investment Advisory Agreement also provides that it will terminate automatically in the event of its assignment, as defined by the 1940 Act and the rules thereunder. The Investment Advisory Agreement provides that, in the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of its obligations to the Fund, the Investment Adviser, its directors, officers or employees and its affiliates, successors or other legal representatives, will not be liable to the Fund for any error of judgment, for any mistake of law or for any act or omission by such person in connection with the performance of services to the Fund. The Investment Advisory Agreement also provides that the Fund will indemnify, to the fullest extent permitted by law, the Investment Adviser and its directors, officers or employees and their respective affiliates, executors, heirs, assigns, successors or other legal representatives, against any liability or expense to which such person may be liable which arise in connection with the performance of services to the Fund, provided that the liability or expense is not incurred by reason of the persons willful misfeasance, bad faith, gross negligence or reckless disregard of its obligations to the Fund. A discussion regarding the basis for the approval by the Board of Directors of the Master Fund of the Investment Advisory Agreement between the Investment Adviser and the Master Fund will be available in the Master Funds annual report for the period ending March 31, 2020. This Advisory Fee is separate from the carried interest pursuant to which the Special Limited Partner will receive a carried interest in the event that specified investment returns are achieved by the Master Fund and the Fund.

Investment Sub-Advisory Agreement The Investment Adviser has engaged the Sub-Adviser to assist with investment decisions with respect to the Master Fund pursuant to an Investment Sub-Advisory Agreement between the Investment Adviser and the Sub-Adviser. In consideration for the services provided under the Investment Sub-Advisory Agreement, the Investment Adviser pays the Sub- Adviser a quarterly fee equal to 90% of the Advisory Fee received from the Master Fund. The Investment Sub-Advisory Agreement was initially approved by the Board (including a majority of the Independent Directors) at meetings held in person on July 31, 2018 and November 26, 2018. The Investment Sub-Advisory Agreement is terminable without penalty, on 60 days prior written notice: by the Board; by vote of a majority (as defined by the 1940 Act) of the outstanding voting securities of the Fund; or by the Investment Adviser or the Sub-Adviser. After the initial term of two (2) years, the Investment Sub- Advisory Agreement may continue in effect from year to year if such continuance is approved annually by either the Board or the vote of a majority (as defined by the 1940 Act) of the outstanding voting securities of the Master Fund; provided that in either event the

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document TABLE OF CONTENTS continuance is also approved by a majority of the Independent Directors by vote cast in person at a meeting called for the purpose of voting on such approval. The Investment Sub-Advisory Agreement also provides that it will terminate automatically in the event of its assignment, as defined by the 1940 Act and the rules thereunder, or if the Investment Advisory Agreement terminates with respect to the Master Fund. The Investment Sub-Advisory Agreement provides that, in the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of its obligations with respect to the Fund, the Sub-Adviser, its directors, officers or employees and its affiliates, successors or other legal representatives, will not be liable to the Fund for any error of judgment, for any mistake of law or for any act or omission by such person in connection with the performance of services to the Fund. The Investment Sub-Advisory Agreement also provides the Fund will indemnify, to the fullest extent permitted by law, the Sub-Adviser and its directors, officers or employees and their respective affiliates, executors, heirs, assigns, successors or other legal representatives, against any liability or expense to which such person may be liable which arise in connection with the performance of services to the Fund, provided that the liability or expense is not incurred by reason of the persons willful misfeasance, bad faith, gross negligence or reckless disregard of its obligations with respect to the Fund. A discussion regarding the basis for the approval by the Board of Directors of the Master Fund of the Investment Sub-Advisory Agreement between the Investment Adviser and the Sub-Adviser will be available in the Master Funds annual report for the period ending March 31, 2020.

Placement Agent Neuberger Berman BD LLC will serve as placement agent of the Fund. Pursuant to the terms of the placement agency agreement, the Placement Agent may directly place Interests in the Fund, but also may retain various sub-placement agents to place Interests in the Fund and to provide ongoing investor services and account maintenance services to Investors. Sub-placement agents may provide various services to Investors, including sales and wholesaling support, ongoing due diligence support, account maintenance, provision of information and support services, including distribution and marketing support services. In connection with a sub-placement agent's ongoing due diligence support, the Placement Agent may agree to provide the sub- placement agent with certain information concerning the Fund's governance, valuation, trading and other practices, subject, in all cases, to compliance with applicable law. Any sub-placement agent that receives this information will be (1) required to keep such information confidential and (2) prohibited from trading, including for client accounts, based on such information.

Administrator The Fund has entered into an Administration Agreement with the Administrator, UMB Fund Services, Inc., under which the Administrator performs certain services for the Fund, including, among other things: (i) maintaining the register of Investors of the Fund; (ii) distributing tax reporting forms; (iii) preparing quarterly performance summary for the Fund; (iv) preparing and maintaining the Funds financial and accounting records and statements; (v) calculating the Advisory Fees and any carried interest due; and (vi) preparing, sending, and following up on any capital call notices to Investors.

Custodian The Custodian, UMB Bank, N.A., serves as the custodian of the assets of the Fund, and may maintain custody of such assets with domestic and foreign subcustodians (which may be banks, trust companies, securities depositories and clearing agencies). Assets of the Fund are not held by the Investment Adviser or commingled with the assets of other client accounts, except to the extent that securities may be held in the name of the Custodian or a subcustodian in a securities depository, clearing agency or omnibus client account. The Custodians principal business address is 803 W. Michigan Street, Milwaukee, Wisconsin 53233.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document TABLE OF CONTENTS IX. FEES AND EXPENSES OF THE FUND; DISTRIBUTIONS The Investment Adviser and Sub-Adviser each generally bears all of its own costs incurred in providing investment advisory services and other services to the Master Fund.

Servicing Fees Under the terms of a placement agency agreement with the Placement Agent, the Placement Agent is authorized to retain sub- placement agents for distribution services and to provide ongoing investor services and account maintenance services to Investors. The Fund will pay a quarterly Servicing Fee at the annual rate of 0.25% from the commencement of operations through the end of the Funds term, based on the Investors total Commitments, determined and accrued as of the last day of each calendar quarter. The Placement Agent is expected to pay various sub-placement agents substantially all of the Servicing Fee for the services provided by the sub-placement agents. However, the Placement Agent may also retain a portion of the Servicing Fee to the extent the fees are greater than its obligations to pay the sub-placement agents. In addition, the Placement Agent may directly place Interests in the Fund, and for such directly placed Interests, will retain a portion of the Servicing Fee as compensation for account maintenance and investor support services. The Servicing Fee is charged on an aggregate Fund-wide basis based on Investors total Commitments, and Investors will be subject to the Servicing Fee as long as they hold their Interests or have uncalled Commitments. Certain sub-placement agents may charge an one-time placement fee or sales load. Investors should consult their financial advisors at such sub-placement agents. The Placement Agent, or its affiliates, may pay additional compensation out of its own resources (i.e., not Fund assets) to certain sub- placement agents for sales and wholesaling support, and also for other services including due diligence support, account maintenance, provision of information and support services, including distribution and marketing support services.

Advisory Fees In consideration of the advisory services provided by the Investment Adviser, the Master Fund will pay the Investment Adviser an advisory fee quarterly at an annual rate of 0.80% following the Master Funds commencement of operations through the end of year eight from the commencement of operations and then at an annual rate of 0.15% for the remaining life of the Master Fund, in each case based on the Master Funds Invested Capital. In no event will the Master Funds Invested Capital exceed the amount of Investors total Commitments. The Advisory Fee is paid by the Master Fund only. The Fund, however, due to its investment in the Master Fund will indirectly bear a proportional percentage of the Advisory Fee. See Section VIII — Agreements; Service Providers. The Advisory Fee will be computed as of the start of business on the last business day of the prior quarter and will be due and payable in arrears after the end of that quarter.

Carried Interest Carried interest is a share of the Master Funds returns that is paid to the Special Limited Partner by the Master Fund in the event that specified investment returns are achieved by the Master Fund and the Fund. After each Investor has received aggregate distributions equal to 125% of all drawn Commitments (excluding capital called for Servicing Fee payments to the Placement Agent), a carried interest will be distributed to the Special Limited Partner at the following rates: 7.0% if the Master Fund reaches an allocation of at least 40% of its Underlying Commitments to Secondary Investments and Co-Investments combined; 6.75% if the Master Funds allocation to Secondary Investments and Co-Investments combined is at least 35% but less than 40% of Underlying Commitments; and 6.5% if the allocation is below 35% of Underlying Commitments. The carried interest will be distributed to the Special Limited Partner only after the fourth anniversary of the final closing, except in respect of an Investors repurchase of its Interest as described below. While the carried interest will be allocated at the Master Fund level, the Fund and its limited partners will indirectly be subject to the Master Funds carried interest. See — Distributions below. If, at the end of a calendar quarter prior to the fourth anniversary of the final closing, an Investor repurchases all or a portion of its Interest pursuant to the terms of a repurchase offer and the Investor has received aggregate distributions equal to at least 125% of all drawn Commitments (excluding capital called for Servicing Fee payments to the Placement Agent), the carried interest that would otherwise have been allocated to the Special Limited Partner

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document TABLE OF CONTENTS in respect of the Investors repurchased Interest if the end of the particular calendar quarter had been after the fourth anniversary of the final closing will be allocated to the Special Limited Partner, thereby reducing the repurchase proceeds payable to the Investor.

Fund Expenses The Fund shall bear all of its own expenses, including without limitation: the Servicing Fee; its pro rata portion of all of the Master Funds fees and expenses (which will be borne through the Funds investment in the Master Fund); accounting, audit and tax preparation fees and expenses; administrative expenses and fees; legal fees and expenses, custody and escrow fees and expenses; the costs of any errors and omissions/directors and officers liability insurance or any fidelity bond; all costs and charges for equipment or services used in communicating information regarding the Funds transactions among the Adviser and any custodian or other agent engaged by the Fund; interest expenses; any extraordinary expenses; and such other expenses as may be approved from time to time by the Board. The Master Fund shall bear all of its own expenses, including without limitation: all investment related expenses (including, but not limited to, fees paid directly or indirectly to the Portfolio Funds or their managers, all costs and expenses directly related to portfolio transactions and positions for the Master Funds account such as direct and indirect expenses associated with the Master Funds investments, transfer taxes and premiums, taxes withheld on foreign dividends and, if applicable in the event the Master Fund utilizes an investment account, brokerage commissions, interest and commitment fees on loans and debit balances, borrowing charges on securities sold short, dividends on securities sold but not yet purchased and margin fees); all expenses (including financing, due diligence, travel and other costs) related to the acquisition, holding, monitoring and disposition of the Portfolio Funds and Co-Investments (including expenses associated with potential investments or dispositions that are not consummated); all costs and expenses associated with the establishment of investment accounts; any non-investment related interest expense; fees and disbursements of any attorneys and accountants engaged by the Master Fund; audit and tax preparation fees and expenses of the Master Fund; administrative expenses and fees; custody and escrow fees and expenses; the costs of an errors and omissions/ directors and officers liability insurance policy and a fidelity bond; the fee payable to the Investment Adviser; fees and travel expenses of the Independent Directors; all costs and charges for equipment or services used in communicating information regarding the Master Funds transactions among the Adviser and any custodian or other agent engaged by the Master Fund; and any extraordinary expenses. Drawdowns from limited partners or distribution from Portfolio Funds may be used to fulfill obligations (including, but not limited to, the payment of any interest due) under any credit facility. In addition, the Fund shall bear its organizational expenses and expenses relating to the offering and sale of Interests to the extent such expenses are not borne by the Investment Adviser. The Investment Adviser has agreed to pay up to $400,000 of the aggregated organizational and offering expenses of the Fund, the Master Fund and any other feeder funds of the Master Fund. In addition, the Investment Adviser has agreed that if the aggregated organizational and offering expenses of the Fund, the Master Fund and any other feeder fund exceed $1,000,000, the excess amount over $1,000,000 shall be borne by the Investment Adviser. Generally, the Portfolio Funds are expected to have management fees of approximately 1.00% to 2.50% of the Portfolio Funds commitments and carried interest allocations of 20% to 30% of the Portfolio Funds profits. Specific timing and priority of allocations and distributions will vary among the Portfolio Funds. Except as set forth herein or in another agreement between the Fund and the Investment Adviser, the Investment Adviser shall bear all of its costs incurred in providing services to the Fund and the Master Fund.

Distributions Each Investors investment percentage is determined each fiscal period in a manner reflecting the distribution provisions of the Partnership Agreement. Distributions from the Master Fund and the Fund are made as follows: (i) to the limited partners of the Fund (through Master Fund distributions to the Fund) until they have received a 125% return of all drawn Commitments (excluding capital called for Servicing Fee payments to the Placement Agent) and (ii) then a 93.0% / 7.0% split between the limited partners of the Fund and the Special Limited Partner of the Master Fund, respectively. The carried interest will be a 93.25% / 6.75% split if the Master Funds allocation to Secondary Investments and Co-Investments combined is at least 35% but less than 40% of Underlying Commitments and a 93.5% / 6.5% split if the allocation is below 35% of Underlying Commitments. The Special Limited Partner will not receive any of the carried interest

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document TABLE OF CONTENTS that it may have earned until after the fourth anniversary of the final closing (the anticipated time frame in which all, or substantially all, of the Commitments that the Fund intends to invest will have been drawn), except in respect of any Investors repurchase of its Interest. For example, assume an Investor makes a Commitment of $100,000, of which 85% is drawn by the Fund (for purposes other than the payment of the Servicing Fee to the Placement Agent). Then the Investor will need to receive $106,250 ($85,000 x 1.25) in distributions before any carried interest is withheld. After that Investor receives the $106,250 in distributions, and assuming the Master Fund reaches an allocation of at least 40% of its Underlying Commitments to Secondary Investments and Co-Investments combined, all future distributions will be split between the Investors (93.0%) and the Special Limited Partners carried interest (7.0%). The carried interest amount will be lower if the Master Fund does not reach an allocation of at least 40% of Underlying Commitments to Secondary Investments and Co-Investments combined. See —Carried Interest above. At the election of the Investment Adviser, the Master Fund may retain proceeds received by the Master Fund from its investments up to an amount equal to 30% of the Master Funds Underlying Commitments. Proceeds retained by the Master Fund, after the Investment Period has terminated, would primarily be used to pay the Master Funds operating expenses and follow-on investments in existing Portfolio Funds and Co-Investments. Amounts so retained will not be included in the calculation of an Investors contributed capital. Separate from and in addition to any amounts retained or recalled for reinvestment by the Master Fund, in the event that funds are returned to the Fund by a Portfolio Fund (through the Master Fund) which are subject to reinvestment in such Portfolio Fund, the Investment Adviser may, in its discretion, hold such amounts or distribute such amounts to the Investors. If such amounts are distributed to the Investors, each Investors unfunded Commitment will be increased by the amount of funds so distributed.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document TABLE OF CONTENTS X. THE NEUBERGER BERMAN GLOBAL PLATFORM Neuberger Berman Group Overview The Funds affiliation with Neuberger Berman affords it a distinct and sustainable competitive advantage with respect to deal sourcing, investment evaluation and execution. The Fund will have access to the resources, relationships and expertise of one of the worlds leading private, employee-controlled asset management companies. Established in 1939, Neuberger Berman is a leader in a broad range of global investment solutions tailored to institutions and individuals through customized separately managed accounts, mutual funds and alternative investment products. The Firm has approximately 2,100 employees in 35 cities in 23 countries worldwide and, as of June 30, 2019, managed over $333 billion of assets.8 NB Private Equity Platform Managing private equity funds is an important component of Neuberger Bermans business strategy. NB Private Equity has been an active and successful private equity investor since 1987. NB Private Equity has managed over $70 billion of investor commitments across primary investments, secondaries, co-investments, private debt and other direct strategies since inception through December 31, 2018.9 The quality and quantity of NB Private Equitys deal flow is high and it has committed on average approximately $10 billion of capital to private equity funds and direct investments annually over the past three years. NB Private Equity is often a preferred co-investment partner for leading private equity firms. As of December 31, 2018, NB Private Equity has active investments with over 450 private equity firms. NB Private Equity has a global presence with over 160 investment professionals in offices in the United States, Europe, Asia and South America. Primary Investments: NB Private Equity has been a pioneer in private equity fund of funds since the 1980s and has managed over $20 billion in limited partner commitments predominantly dedicated to primary fund investing since inception through December 31, 2018. Through its over 30-year history as a primary investor, the group has built a strong global network of relationships with high performing private equity firms and has committed capital on a primary basis to a diversified global pool of private equity funds managed by many of these firms. Secondary Investments: NB Private Equitys secondary investment team is comprised of dedicated senior principals who have worked together for over 20 years. Over the last five years through December 31, 2018, the secondary team reviewed over 1,250 secondary private equity transactions and committed to approximately 140 investments, building a highly diversified portfolio of limited partnership interests. The group invests across strategies, geographies, and vintages and acquires interests from various types of sellers, including pension plans, endowments, financial institutions, family offices, and high net worth individuals. The team is generally opportunistic, evaluating transactions of varying sizes and across all market segments with a main focus on proprietary, privately negotiated small-to mid-sized transactions, which the team believes offer more attractive pricing and higher return potential than assets purchased in the more competitive auction market. The team evaluates transactions as large as $1 billion as well as single fund interests of only several hundred thousand dollars. In the evaluation of secondary investments, the team performs robust, bottom-up, company-by-company valuations, and due diligence analysis. NB Private Equitys extensive experience and knowledge in secondary fund investing make it a well-known and highly-desirable secondary buyer. Co-Investments: NB Private Equitys co-investment team is led by a twelve-person investment committee with an average of over 30 years of experience. We believe that such specialization is a competitive advantage and ensures not only strong execution skills, but also superior co-investment dealflow. Since 2009 through December 31, 2018, NB Private Equity has invested approximately $7.1 billion in over 225 direct private equity investments. NB Private Equity has originated a substantial volume of private equity deal flow and is often a preferred co-investment partner for leading private equity firms, as illustrated by the more than 1,900 Co- Investment opportunities sourced from 2009 through December 31, 2018. NB Private Equity has invested across a diverse range of industries, geographies, enterprise values, and transaction types, as well as with a wide breadth of lead private equity firms. NB Private Equitys capital is often critical to a transactions completion, which allows NB to have greater due diligence time and access, while generally paying no management or performance fees to the lead sponsor. In addition to investing in traditional new buyout and growth financing deals, NB Private Equity also seeks to invest in existing portfolio

8. Firm data reflects the collective data for the various subsidiaries of Neuberger Berman. 9. Includes commitments in the process of finalization.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document TABLE OF CONTENTS companies of private equity firms. Such mid-life, deals occur in a variety of situations, such as add-on acquisitions, recapitalizations, and restructurings of existing portfolio companies of lead private equity firms. By investing midlife, the deployment and realization of capital can be accelerated and these transactions can often be completed at reasonable valuations. Other Direct Private Equity Investments: NB Private Equity also sponsors other direct private equity funds with approximately $25 billion of aggregated commitments since inception through December 31, 2018. These funds are focused on acquiring minority interests in investment management companies, making income-generating investments in the healthcare sector, investing in private debt, investing in brand royalties and investing in portfolio of mid-cap Italian companies that are generally leaders in their respective markets. Access to Neuberger Bermans global resources provides a significant and compelling advantage to the Funds investment sourcing, evaluation, execution and management abilities.10 The Team expects to work closely with the following key groups: •Research and Portfolio Analysts: Neuberger Berman maintains a research-driven and performance-focused investment approach. The Firm’s public market and private equity investment teams have access to a dedicated team of over 170 research and portfolio analysts. In addition, as one of the world’s leading independent asset management companies, Neuberger Berman has access to over 250 third-party sell-side research firms. The Firm’s extensive research capabilities provide proprietary, industry specific valuation metrics and market insights to supplement the Team’s analysis and evaluation of investment opportunities. •Portfolio Managers: Neuberger Berman has over 600 investment professionals as of June 30, 2019. These teams invest across a wide variety of investment strategies and provide investment management and financial advisory services to clients worldwide. In addition to leveraging the Firm’s research and portfolio analysts, the investment teams perform their own independent research, company visits and management interviews. In 2018, more than 1,500 meetings with senior management teams, sell-side analysts and consultants were held at Neuberger Berman’s offices. When evaluating investment opportunities, the Team leverages the industry and company knowledge and investment expertise of Neuberger Berman’s portfolio managers and research analysts. •Global Sales Organization: Neuberger Berman serves a diverse group of global clients through its offices in 35 cities in 23 countries. The Firm has over 430 sales and client service professionals that cover over 1,500 institutional clients. In addition, the Firm’s wealth managers cover high net worth individuals, families and their charitable organizations. NB Private Equity leverages the Neuberger Berman sales organization and wealth managers to help drive significant proprietary deal flow and proactively target specific sellers worldwide. •Investment Strategy and Risk: The Neuberger Berman Investment Strategy and Risk Group provides institutional clients of the Firm with key insights and research on tactical allocations within alternative investments.

NB Private Equity Platform Operational Execution Industry Leading Transparent and Timely Reporting NB Private Equity seeks to provide investors with high quality reports in a timely fashion. Quarterly investment updates and reports are typically provided to investors within 75 calendar days after the end of the quarter. Regular monitoring of relevant news and public filings, capital calls and distributions, along with changes in public security values and currency exchange rates, allows NB Private Equity to update investment values throughout the quarter. At each quarter end, NB Private Equity queries the underlying investment partnerships to obtain information based on a specific checklist regarding the private equity firms valuations of publicly traded securities and significant transactions affecting the private portfolio companies, such as realizations and valuation adjustments. Using this information, together with any correspondence or other reports issued by the underlying investments, NB Private Equity can determine the allocation of realized and unrealized gains and losses to the capital account and calculate an ending capital account value typically within 75 calendar days after a quarter end and often well before receipt of finalized financial statements from the underlying private equity funds. The initial quarterly report will be provided for the first full quarter following the initial capital call for the Fund.

10. Subject to Neuberger Berman’s policies and procedures, including certain information barriers within Neuberger Berman.

Portfolio Monitoring and Valuation NB Private Equity maintains extensive and ongoing dialogue with its portfolio fund managers through annual meetings, quarterly updates, informal meetings and calls, and regular underlying company and portfolio valuation discussions. Since NB Private Equity tracks all investment fund performance on a security by security basis it is able to compare relative valuations between different private equity funds in the same investments. In cases where disparate values exist, NB Private Equity reviews specific information on the portfolio company and the securities and the valuation adjustments applied by each private equity fund. In cases where NB Private Equity cannot reconcile the differences, the private equity funds are contacted and NB Private Equity, through the Adviser, determines the appropriate value across its portfolio.

Comprehensive Online Reporting The Administrator has a web portal that offers investors secure access to an online archive of reports, legal documents, transactional documents and research materials. In order to ensure the security of the information, users are assigned IDs and passwords. Users are able to navigate through a series of tabs, based on their access level, offering them the following information related to the fund in which they are invested: •Reports: Offer links to historical and current financial statements, investment reports and tax returns • Investment Activity: Offer source documents related to capital calls and cash distributions •Agreements: Offer access to the limited partnership agreement or operating agreement, as applicable

ASC 820 (formerly FAS 157) and Accounting Standard Implementation Changes to accounting standards and continuing developments in their interpretations require increased valuation capabilities by the limited partner community. NB Private Equitys accounting staff continually monitors the implementation of the new accounting standards to stay ahead of the evolving environment for the benefit and education of NB Private Equitys investors. These standards include more transparency into portfolios and monitoring requirements for all alternative investments, company level valuations, quarterly diligence of fund managers processes, etc. Investors in private equity are faced with the burden of ensuring accurate and timely valuations of their underlying assets, which requires significant resources.

Administrative Efficiency and Scale A fund of funds can also provide Investors with services that ease the administrative burden of investing in private equity. Such services include due diligence, performance analysis, risk identification, negotiation and documentation of fund agreements, fund monitoring, record keeping, and financial/tax reporting. Access to a single high performing Portfolio Fund requires the commitment of a significant amount of capital. The minimum commitment to a Portfolio Fund can be $10 million or more. An Investor would likely require more than $100 million to create a reasonably diversified portfolio. A fund of funds provides investors the benefit of scale in building a diversified portfolio.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document TABLE OF CONTENTS XI. RISK FACTORS AND POTENTIAL CONFLICTS OF INTEREST Risk Factors AN INVESTMENT IN THE FUND INVOLVES A HIGH DEGREE OF RISK AND THEREFORE SHOULD ONLY BE UNDERTAKEN BY QUALIFIED INVESTORS WHOSE FINANCIAL RESOURCES ARE SUFFICIENT TO ENABLE THEM TO ASSUME THESE RISKS AND TO BEAR THE LOSS OF ALL OR PART OF THEIR INVESTMENT. THE FOLLOWING RISK FACTORS SHOULD BE CONSIDERED CAREFULLY, BUT ARE NOT MEANT TO BE AN EXHAUSTIVE LISTING OF ALL OF THE POTENTIAL RISKS ASSOCIATED WITH AN INVESTMENT IN THE FUND. INVESTORS SHOULD CONSULT WITH THEIR OWN FINANCIAL, LEGAL, INVESTMENT AND TAX ADVISORS PRIOR TO INVESTING IN THE FUND. The Funds investment program is speculative and entails substantial risks. Because the Fund will invest all or substantially all of its assets in the Master Fund, in pursuit of its investment objective, the risks associated with an investment in the Fund are in effect the risks of investing in the Master Fund. As stated above, the Master Fund and the Fund have the same investment objectives, policies and strategies. Accordingly, except for specific references to the contrary, all references to the Fund, its investments or its investment portfolio in this summary of risk factors refer to the combined risks relating to the investments by the Fund and the Master Fund, and all references to the Adviser refer to the Adviser as, collectively, the Investment Adviser and Sub-Adviser of the Master Fund, unless the context suggests otherwise. In considering participation in the Fund, prospective Investors should be aware of certain risk factors, which include the following:

General Risks There is no assurance that the investment held by the Fund will be profitable, that there will be proceeds from such investments available for distribution to the Investors, or that the Fund will achieve its investment objectives. An investment in the Fund is speculative and involves a high degree of risk. Fund performance may be volatile and an Investor could incur a total or substantial loss of its investment. In general, neither the Fund nor the Investors will have the ability to direct or influence the management of Co-Investments, the Portfolio Funds or the investment of their assets. There can be no assurance that projected or targeted returns for the Fund will be achieved.

Illiquidity; Lack of Current Distributions An investment in the Fund is suitable only for certain qualified investors who have no need for liquidity in the investment. The investments made by the Fund via its investment in the Master Fund and indirectly in the Portfolio Funds and Co-Investments will be illiquid and typically cannot be transferred or redeemed for a substantial period of time. The Fund does not have any obligation to repurchase Interests from Investors. In addition there may be little or no near-term cash flow available to the Investors from the Fund. The return of capital and the realization of gains on the Funds investments, if any, will generally occur only upon the partial or complete disposition of a Co-Investment or an underlying investment by a Portfolio Fund, which is not generally within the control of the Adviser. Due to the pattern of cash flows in private equity funds and the illiquid nature of their investments, Investors typically will see negative returns in the Funds early stages; in particular it can take several years for Portfolio Fund investments to be realized during which time management fees will be continued to be drawn from committed capital and certain underperforming investments may be written down or written off. Then as investments are able to realize liquidity events, such as a sale or initial public offering, positive returns will be realized if the Portfolio Fund is successful in achieving its investment strategy.

Repurchase of Interests Risk At the sole discretion of the Investment Adviser and subject to the Boards approval, the Fund may from time to time provide Investors with a limited degree of liquidity by offering to repurchase Interests pursuant to written tenders by Investors. The Fund does not have any obligation to repurchase Interests from Investors at any time. There is no assurance that the Investment Adviser will recommend a tender offer for Investors or that the Board will approve a tender offer. If there were a repurchase offer, Investors that elect to tender their Interests for repurchase will not know the price at which such Interests will be repurchased until the Funds net asset value as of the valuation date is able to be determined. In addition, if a repurchase offer is oversubscribed by Investors who tender Interests, the Fund may

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document TABLE OF CONTENTS repurchase a pro rata portion of the Interests tendered or take any other action with respect to the repurchase offer permitted by applicable law. As a result, in any particular repurchase offer, tendering Investors may not have all of their tendered Interests repurchased by the Fund.

Restrictions on Transfer and Withdrawals The Interests, and the interests in the Portfolio Funds and Co-Investments indirectly held by the Fund, have not been and will not be registered under the Securities Act or applicable state securities laws and may not be resold unless an exemption from such registration is available. The Fund is not under, and the Portfolio Funds and Co-Investments are not expected to be under, any obligation to cause such an exemption (whether pursuant to Rule 144 under the Securities Act or otherwise) to be available. Accordingly, there is no secondary market for the Interests or a Funds indirect interests in the Portfolio Funds, and such market is not expected to develop. The Fund may provide liquidity through periodic tender offers to repurchase a limited amount of the Funds Interests but it is under no obligation to do so. Furthermore, transfers of Interests may be made only with the prior written consent of the Board, which may be withheld in the Boards sole discretion. The Fund generally will not have the right to withdraw from any Portfolio Fund.

Lack of Operating History The Fund is a newly formed entity with no operating history.

Suitability Investment in the Fund is suitable only for those persons who, either alone or together with their duly designated representative, have such knowledge and experience in financial and business matters that they are capable of evaluating the merits and risks of their proposed investment, who can afford to bear the economic risk of their investment, who are able to withstand a total loss of their investment and who have no need for liquidity in their investment and no need to dispose of their Interests to satisfy current financial needs and contingencies or existing or contemplated undertakings or indebtedness.Investors with questions as to the suitability of an investment in the Fund should consult their professional advisors to assist them in making their own legal, tax, accounting and financial evaluation of the merits and risks of investment in the Fund in light of their own circumstances and financial condition.

Risks of Private Equity Investments Generally The investments made by the Portfolio Funds will entail a high degree of risk and in most cases be highly illiquid and difficult to value. Unless and until those investments are sold or mature into marketable securities they will remain illiquid. In addition to the extent a Portfolio Fund focuses on venture capital investments the companies in which the Portfolio Fund will invest may be in a conceptual or early stage of development, may not have a proven operating history, may offer services or products that are not yet developed or ready to be marketed or that have no established market, may be operating at a loss or have significant fluctuations in operating results, may be engaged in a rapidly changing business, may require substantial additional capital to support their operations to finance expansion or to maintain their competitive position, or otherwise may have a weak financial condition. As a general matter, companies in which the Portfolio Fund invests may face intense competition, including competition from companies with far greater financial resources; more extensive research, development, technological, marketing and other capabilities; and a larger number of qualified managerial and technical personnel. Neither the Master Fund nor the Fund will obtain or seek to obtain any control over the management of any portfolio company in which any Portfolio Fund may invest. The success of each investment made by a Portfolio Fund will largely depend on the ability and success of the management of the portfolio companies in addition to economic and market factors.

Capital Contributions The Master Fund has not yet identified all of the potential investments that it will make with the Commitments it receives from the Fund. The Investors full Commitment will not be immediately invested. The Fund will invest in the Master Fund and the Master Fund will invest in Portfolio Funds and Co-Investment opportunities as

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document TABLE OF CONTENTS Commitments are drawn (generally within 3 months of any drawdown). It may take a significant amount of time to fully draw down the Commitments. The Funds performance will only include the Commitments that have been drawn-down, thus an Investors individual performance may be lower than the performance of the Fund.

Portfolio Funds Business and Market Risks The Funds investment portfolio will consist, in part, of Portfolio Funds which will hold securities issued primarily by privately held companies, and operating results for the portfolio companies in a specified period will be difficult to predict. Such investments involve a high degree of business and financial risk that can result in substantial losses. Buyout Funds. Buyout transactions may result in new enterprises that are subject to extreme volatility, require time for maturity and may require additional capital. In addition, they frequently rely on borrowing significant amounts of capital, which can increase profit potential but at the same time increase the risk of loss. Leveraged companies may be subject to restrictive financial and operating covenants. The leverage may impair the ability of these companies to finance their future operations and capital needs. Also, their flexibility to respond to changing business and economic conditions and to business opportunities may be limited. A leveraged companys income and net assets will tend to increase or decrease at a greater rate than if borrowed money was not used. Although these investments may offer the opportunity for significant gains, such buyout investments involve a high degree of business and financial risk that can result in substantial losses, which risks generally are greater than the risks of investing in public companies that may not be as leveraged. Venture Funds. Venture capital funds primarily invest in private companies that have limited operating history, are attempting to develop or commercialize unproven technologies or to implement novel business plans or are not otherwise developed sufficiently to be self-sustaining financially or to become public. Although these investments may offer the opportunity for significant gains, such investments involve a high degree of business and financial risk that can result in substantial losses, which risks generally are greater than the risks of investing in public companies that may be at a later stage of development. Special Situations. The special situations asset class will likely invest a significant portion of its assets in Portfolio Funds that invest in portfolio companies that may be in transition, out of favor, financially leveraged or troubled, or potentially troubled and may be or have recently been involved in major strategic actions, restructurings, bankruptcy, reorganization, or liquidation. These companies may be experiencing, or are expected to experience, financial difficulties that may never be overcome. The securities of such companies are likely to be particularly risky investments although they also may offer the potential for correspondingly high returns. Such companies securities may be considered speculative, and the ability of such companies to pay their debts on schedule could be affected by adverse interest rate movements, changes in the general economic climate, economic factors affecting a particular industry or specific developments within such companies. Such investments could, in certain circumstances, subject a Portfolio Fund to certain additional potential liabilities. For example, under certain circumstances, a lender who has inappropriately exercised control of the management and policies of a debtor may have its claims subordinated, or disallowed, or may be found liable for damages suffered by parties as a result of such actions. In addition, under certain circumstances, payments by such companies to us could be required to be returned if any such payment is later determined to have been a fraudulent conveyance or a preferential payment. Numerous other risks also arise in the workout and bankruptcy contexts. In addition, there is no minimum credit standard that is a prerequisite to a Portfolio Funds investment in any instrument and a significant portion of the obligations and preferred stock in which a Portfolio Fund may invest may be less than investment grade.

Dependence on the Adviser and Key Personnel To the extent that the Fund invests its assets in the Master Fund, the Funds performance depends upon the performance of the Master Fund, which, in turn, will depend on the performance of the Co-Investments and the Portfolio Fund Managers with which the Master Fund invests, and the Advisers ability to select, allocate and reallocate effectively the Master Funds assets among Portfolio Funds and Co-Investments. The success of the Fund is thus substantially dependent on the Adviser and its continued employment of certain key personnel. Similarly, the success of each Portfolio Fund in which the Fund invests is also likely to be substantially dependent on certain key personnel of that Portfolio Fund. Should one or more of the key personnel of the Adviser or of the management of

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document TABLE OF CONTENTS the Portfolio Funds become incapacitated or in some other way cease to participate in management activities, the Fund performance could be adversely affected. There can be no assurance that these key personnel will continue to be associated with or available to the Adviser or the general partner of the Portfolio Funds throughout the life of the Fund.

Investment in Junior Securities Although the Portfolio Funds may invest in securities that are relatively senior within a portfolio companys capital structure, it is expected that the Portfolio Funds will invest primarily in securities that are among the more junior securities in a portfolio companys capital structure and, thus, subject to the greatest risk of loss. Generally, there will be no collateral to protect an investment once made.

Leveraged Investments The Portfolio Funds may employ leverage in connection with certain investments or participate in investments with highly leveraged capital structures. Although the use of leverage may enhance returns and increase the number of investments that can be made, leverage also involves a high degree of financial risk and may increase the exposure of such investments to factors such as rising interest rates, downturns in the economy, or deterioration in the condition of the assets underlying such investments. In addition, the borrowings of a Portfolio Fund may in certain cases be secured by the Commitments and the other assets of a Portfolio Fund, which may increase the risk of loss of such assets.

Diversification of Investments Each of the Fund and the Master Fund is a non-diversified investment company for purposes of the 1940 Act, which means neither is subject to percentage limitations under the 1940 Act on assets that may be invested in the securities of any one issuer. However, the Master Fund generally will not commit more than 25% of the value of total Commitments by Investors (measured at the time of the Commitment) in a single Portfolio Fund or Co-Investment. The Adviser believes that this approach helps to reduce overall investment risk.

Limited Number of Portfolio Fund Investments The number of investments made by the Portfolio Funds is and will be limited and, as a consequence, the Master Funds and the Funds returns as a whole may be substantially affected by the unfavorable performance of a single investment made by a Portfolio Fund. In addition, a Portfolio Fund may invest exclusively or primarily in a particular asset type or category, which may reduce the overall diversity of the Funds assets and increase risk.

Risks Associated with Secondary Investments Competition for Secondary Investment Opportunities. Many institutional investors, including other fund-of-funds entities, as well as existing investors of private equity funds may seek to purchase secondary interests of the same private equity fund which the Master Fund may also seek to purchase. In addition, many top-tier private equity managers have become more selective by adopting policies or practices that exclude certain types of investors, such as fund-of-funds. These managers may also be partial to secondary interests being purchased by existing investors of their funds with whom they have existing relationships. In addition, some secondary opportunities may be conducted pursuant to a specified methodology (such as a right of first refusal granted to existing investors or a so-called Dutch auction, where the price of the investment is lowered until a bidder bids and that first bidder purchases the investment, thereby limiting a bidders ability to compete for price) which can restrict the availability of such opportunity for the Master Fund. No assurance can be given that the Master Fund will be able to identify investment opportunities that satisfy the Master Funds investment objective and desired diversification goals or, if the Master Fund is successful in identifying such investment opportunities, that the Master Fund will be permitted to invest, or invest in the amounts desired, in such opportunities. Nature of Secondary Investments. The Master Fund may acquire secondary interests in existing private equity funds primarily from existing investors in such funds (and not from the issuers of such investments). Because the Master Fund will not be acquiring such interests directly from the issuers, it is generally not expected that the Master Fund will have the opportunity to negotiate the terms of the interests being acquired or other special rights or privileges. There can be no assurance as to the number of investment opportunities that will be

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document TABLE OF CONTENTS presented to the Master Fund. In addition, valuation of such private equity funds interests may be difficult, as there generally will be no established market for such investments or for the privately-held portfolio companies in which such funds may own securities. Moreover, the purchase price of interests in such funds will be subject to negotiation with the sellers of the interests and there is no assurance that the Master Fund will be able to purchase interests at attractive discounts to NAV, or at all. The overall performance of the Fund will depend in large part on the acquisition price paid by the Master Fund for its secondary interests, the structure of such acquisitions and the overall success of the underlying private equity fund. Pooled Secondary Investments. The Master Fund may have the opportunity to acquire a portfolio of private equity fund interests from a seller, on an all or nothing basis. In some such cases, certain of the private equity fund interests may be less attractive than others, and certain of the investment managers managing such funds may be more familiar to the Adviser than others or may be more experienced or highly regarded than others. In such cases, it may not be possible for the Master Fund to carve out from such purchases those investments which the Adviser considers (for commercial, tax legal or other reasons) less attractive. Contingent Liabilities Associated With Secondary Investments. In the cases where the Master Fund acquires an interest in a private equity fund through a secondary transaction, the Master Fund may acquire contingent liabilities of the seller of the interest. More specifically, where the seller has received distributions from the relevant private equity fund and, subsequently, that private equity fund recalls one or more of these distributions, the Master Fund (as the purchaser of the interest to which such distributions are attributable and not the seller) may be obligated to return the monies equivalent to such distribution to the private equity fund. While the Master Fund may, in turn, make a claim against the seller for any such monies so paid to the private equity fund, there can be no assurances that the Master Fund would prevail on such claim. Risk of Early Termination. The governing documents of the underlying private equity funds are expected to include provisions that would enable the general partner, the manager, or a majority in interest (or higher percentage) of their limited partners or members, under certain circumstances, to terminate such funds prior to the end of their respective stated terms. Early termination of a private equity fund in which the Master Fund is invested may result in (i) the Master Fund having distributed to it a portfolio of immature and illiquid securities, or (ii) the Master Funds inability to invest all of its capital commitments as anticipated, either of which could have a material adverse effect on the performance of the Fund.

Co-Investments Risks The Master Fund may make Co-Investments on an opportunistic basis. There can be no assurance that the Master Fund will be given Co-Investment opportunities, or that any Co-Investment offered to the Master Fund would be appropriate or attractive to the Master Fund. The market for Co-Investment opportunities is competitive and may be limited, and the Co-Investment opportunities to which the Master Fund wishes to allocate assets may not be available at any given time. Due diligence will be conducted on Co-Investment opportunities; however, the Adviser may not have the ability to conduct the same level of due diligence applied to Portfolio Fund investments. In addition, the Adviser may have little opportunities to negotiate the terms of such Co-Investments. The Master Fund generally will rely on the Portfolio Fund manager or sponsor offering such Co-Investment opportunity to perform most of the due diligence on the relevant portfolio company and to negotiate terms of the Co-Investment. The Master Funds ability to dispose of Co-Investments may be severely limited, both by the fact that the securities are expected to be unregistered and illiquid and by contractual restrictions that may limit, preclude or require certain approvals for the Master Fund to sell such investment. Co-Investments may be heavily negotiated and, therefore, the Master Fund may incur additional legal and transaction costs in connection therewith. Co-Investments are generally subject to many of the same risks as investments in the Portfolio Funds. See —Risks of Private Equity Investments Generally.

Co-Investing Alongside Other Parties Risks Co-investing alongside one or more other parties in an investment involves risks that may not be present in investments made by lead or sponsoring private equity investors. As a co-investor, the Fund may have interests or objectives that are inconsistent with those of the lead private equity investors that generally have a greater degree of control over such investments. In addition, in order to take advantage of co-investment opportunities, the Master Fund generally will be required to hold a non- controlling interest, for example, by becoming a limited partner in a co-investment partnership that is

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document TABLE OF CONTENTS controlled by the general partner or manager of the private equity fund offering the co-investment to the Master Fund. In this event, the Master Fund would have less control over the investment and may be adversely affected by actions taken by such general partner or manager with respect to the portfolio company and the Master Funds investment in it. The Master Fund may not have the opportunity to participate in structuring investments or to determine the terms under which such investments will be made.

Absence of Regulatory Oversight The Portfolio Funds will not be registered as investment companies under the 1940 Act, and the Fund, as an indirect investor in these Portfolio Funds, will not have the benefit of the protection afforded by the 1940 Act to investors in registered investment companies (which, among other protections, require investment companies to have a majority of disinterested directors, require securities held in custody at all times to be individually segregated from the securities of any other person and marked to clearly identify such securities as the property of such investment company, and regulate the relationship between the adviser and the investment company).

In-Kind Distributions The Adviser expects in most instances to cause the Master Fund to make distributions to the Fund in cash, but retains the discretion to make distributions of securities in kind to the Fund to the extent permitted under applicable law. There can be no assurance that securities distributed in kind will be readily marketable or salable, and Investors may be required to hold such securities for an indefinite period and/or may incur additional expense in connection with any disposition of such securities. If the Fund ultimately receives distributions in kind indirectly from any of the Portfolio Funds, it may incur additional costs and risks in connection with the disposition of such assets or may distribute such assets in kind to the Investors who may incur such costs and risks.

Projections Projected operating results of a Co-Investment or a portfolio company in which a Portfolio Fund invests normally will be based primarily on financial projections prepared by each companys management. In all cases, projections are only estimates of future results that are based upon information received from the company and assumptions made at the time the projections are developed. There can be no assurance that the results are set forth in the projections will be attained, and actual results may be significantly different from the projections. Also, general economic factors, which are not predictable, can have a material effect on the reliability of projections.

Carried Interests Generally, each of the Portfolio Funds provides its respective general partners or managers certain specified carried interests or other special allocations based on the returns to its investors. Such carried interests may create incentives for the general partners or managers of the Portfolio Funds to make more risky or speculative investments than they would otherwise make. Each Investor in the Fund will pay, in effect, two sets of carried interests, one at the Fund level and one indirectly through the Master Fund at the Portfolio Fund level. Consequently, the returns to Investors will be lower than returns to a direct investor in the Portfolio Funds. Solely in respect of carried interest, the holding period required to claim the lower U.S. federal income tax rate generally applicable to long-term capital gains is three years rather than one year. Gain recognized by the Fund on investments held by the Portfolio Funds for more than one year but less than three years would continue to be treated as long-term capital gains if allocated to the Investors in respect of their capital contributions but would be treated as short-term capital gain (generally subject to U.S. federal income tax at ordinary income rates) if allocated in respect of the General Partner or the general partner of the Master Fund's carried interest. Thus the general partner of both the Fund and the Master Fund has an incentive, not shared by the Investors, to ensure that the Fund holds investments for at least three years.

Investments Longer Than Term The Fund may make investments which may not be realized prior to the date the Fund is to be dissolved. The Fund may attempt to sell, distribute, or otherwise dispose of investments at a time which may be disadvantageous, and as a result, the price obtained for such investments may be less than that which could have been obtained if the

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document TABLE OF CONTENTS investments were held for a longer period of time. Moreover, the Fund may be unsuccessful in realizing investments at the time of the Funds dissolution. There can be no assurance that the winding up of the Fund and the final distribution of its assets will be able to be executed expeditiously.

Illiquid and Long-Term Investments An investment in the Fund requires a long-term commitment. Although the Co-Investments and portfolio companies of the Portfolio Funds invested in by the Fund may occasionally generate some current income, return of capital and the realization of gains, if any, from such portfolio company generally will occur only upon partial or complete sale or other disposition of such portfolio company. While one or more of these transactions may occur at any time with respect to a given portfolio company, sale or other disposition of a portfolio company of a Portfolio Fund is generally not expected to occur for a number of years (in most instances two to four years, or longer) after the initial investment is made.

Financial Markets Fluctuations and Changes General fluctuations in the market prices of securities may affect the value of the Funds investments. Instability in the securities markets also may increase the risks inherent in the Funds investments. The ability of portfolio companies to refinance debt securities may depend on their ability to sell new securities in the public high-yield debt market or otherwise.

Need for Follow-On Investments Following its initial investment in a given portfolio company, a Portfolio Fund may decide to provide additional funds to such portfolio company or may have the opportunity to increase its investment in a successful portfolio company. There is no assurance that a Portfolio Fund will make follow-on investments or that a Portfolio Fund will have sufficient funds to make all or any of such investments. Any decision by a Portfolio Fund not to make follow-on investments or its inability to make such investments (i) may have a subsequent negative effect on a portfolio company in need of such an investment, (ii) result in a lost opportunity for a Portfolio Fund to increase its participation in a successful operation, or (iii) result in a loss of certain anti-dilution protection.

Non-U.S. Investments Portfolio Funds may invest in the securities of issuers located outside of the United States and the Master Fund may invest in Co- Investments located outside of the United States. Foreign securities involve certain factors not typically associated with investing in U.S. securities, including risks relating to: (i) currency exchange matters, including fluctuations in the rate of exchange between the U.S. dollar and the various foreign currencies in which foreign investments are denominated, and costs associated with conversion of investment principal and income from one currency into another; (ii) inflation matters, including rapid fluctuations in inflation rates; (iii) differences between the U.S. and foreign securities markets, including potential price volatility in and relative liquidity of some foreign securities markets, the absence of uniform accounting, auditing and financial reporting standards, practices and disclosure requirements and the potential of less government supervision and regulation; (iv) economic, social and political risks, including potential exchange control regulations and restrictions on foreign investment and repatriation of capital, the risks of political, economic or social instability and the possibility of expropriation or confiscatory taxation; and (v) the possible imposition of foreign taxes on income and gains recognized with respect to such securities. In addition, laws and regulations of foreign countries may impose restrictions that would not exist in the United States and may require financing and structuring alternatives that differ significantly from those customarily used in the United States. Foreign countries also may impose taxes on the Fund, the Investors and/or a Portfolio Fund. No assurance can be given that a change in political or economic climate, or particular legal or regulatory risks, including changes in regulations regarding foreign ownership of assets or repatriation of funds or changes in taxation might not adversely affect an investment by the Fund.

Investments in Emerging Markets The Master Fund and Portfolio Funds may invest in emerging markets. Investing in emerging markets involves additional risks and special considerations not typically associated with investing in other, more established economies or markets. Such risks may include (i) increased risk of nationalization or expropriation of assets or confiscatory taxation; (ii) greater social, economic and political uncertainty, including war or terrorism or social

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document TABLE OF CONTENTS unrest; (iii) higher dependence on exports and the corresponding importance of international trade; (iv) greater volatility, less liquidity and smaller capitalization of markets; (v) greater volatility in currency exchange rates; (vi) greater risk of inflation; (vii) greater controls on foreign investment and limitations on realization of investments, repatriation of invested capital and on the ability to exchange local currencies for U.S. dollars; (viii) increased likelihood of governmental involvement in and control over the economy; (ix) governmental decisions to cease support of economic reform programs or to impose centrally planned economies; (x) differences in auditing and financial reporting standards which may result in the unavailability of material information about portfolio companies; (xi) less extensive regulation of financial and other markets; (xii) longer settlement periods for transactions and less reliable clearance and custody arrangements; (xiii) less developed corporate laws, including regarding fiduciary duties of officers and directors and the protection of investors; (xiv) less developed, reliable or independent judiciary systems for the enforcement of contracts or claims; (xv) greater regulatory uncertainty; (xvi) the maintenance of investments with non-U.S. brokers and securities depositories and (xvii) threats or incidents of corruption that may cause a Portfolio Fund not to pursue certain investments, or alter certain activities or liquidate certain portfolio investments prior to or after the time when the Portfolio Fund would otherwise liquidate to achieve optimal returns, which may cause losses or have other negative impacts on the Fund or the Portfolio Funds. Repatriation of investment income, assets and the proceeds of sales by foreign investors may require governmental registration and/ or approval in some emerging market countries. The Fund could be adversely affected by delays in or a refusal to grant any required governmental registration or approval for such repatriation or by withholding taxes imposed by emerging market countries on interest or dividends paid on financial instruments held by a Portfolio Fund or gains from the disposition of such financial instruments. In emerging markets, there is often less government supervision and regulation of business and industry practices, stock exchanges, over-the-counter markets, brokers, dealers, counterparties and issuers than in other more established markets. Any regulatory supervision that is in place may be subject to manipulation or control. Some emerging market countries do not have mature legal systems comparable to those of more developed countries. Moreover, the process of legal and regulatory reform may not be proceeding at the same pace as market developments, which could result in investment risk. Legislation to safeguard the rights of private ownership may not yet be in place in certain areas, and there may be the risk of conflict among local, regional and national requirements or authorities. In certain cases, the laws and regulations governing investments in securities may not exist or may be subject to inconsistent or arbitrary application or interpretation. Both the independence of judicial systems and their immunity from economic, political or nationalistic influences remain largely untested in many countries. The Fund or Portfolio Funds may also encounter difficulties in pursuing legal remedies or in obtaining and enforcing judgments in non-U.S. courts.

Independent Counsel No independent counsel has been retained to represent the interests of the Investors. Neither the Funds Offering Memorandum nor the Partnership Agreement has been reviewed by any attorney on behalf of the Investors. Legal counsel to the Fund and does not represent any Investor.

Portfolio Construction May Vary The Adviser will generally not be restricted in terms of the percentage of the Funds capital that can be invested in a particular asset class. While this Offering Memorandum contains generalized discussions about the Advisers current expectations with respect to the make-up of the portfolio of the Fund, many factors may contribute to changes in emphasis in the construction of the portfolio, including changes in market or economic conditions or regulations as they affect various industries and sectors and changes in the political or social situations in particular jurisdictions. The Adviser may modify the implementation of the Funds investment strategies, portfolio allocations, investment processes and investment techniques as compared to predecessor funds based on market conditions, changes in personnel or as the Adviser otherwise deems appropriate.

Regulatory Risks of Private Equity Funds Legal, tax and regulatory changes could occur that may adversely affect or impact the Fund or the Portfolio Funds at any time during the term of the Fund. The legal, tax and regulatory environment for private equity funds is evolving, and changes in the regulation and market perception of such funds, including changes to existing laws and regulations and increased criticism of the private equity and alternative asset industry by regulators and politicians

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document TABLE OF CONTENTS and market commentators, may materially adversely affect the ability of the Fund or the Portfolio Funds to pursue investment strategies and the value of the Funds investments. In recent years, market disruptions and the dramatic increase in the capital allocated to alternative investment strategies have led to increased governmental and regulatory (as well as self-regulatory) scrutiny of the private equity and alternative investment fund industry in general, and certain legislation proposing greater regulation of the private equity and alternative investment fund management industry periodically is being and may in the future be considered or acted upon by governmental or self-regulatory bodies of both U.S. and non-U.S. jurisdictions. It is impossible to predict what, if any, changes may be instituted with respect to the regulations applicable to the Portfolio Funds, the Portfolio Fund Managers, the markets in which they operate and invest or the counterparties with which they do business, or what effect such legislation or regulations may have. Any regulations that restrict the ability of the Portfolio Funds to implement investment strategies could have a material adverse impact on their portfolio. To the extent that the Portfolio Funds become subject to such regulation and impact, the Funds performance will be adversely affected.

Regulatory Scrutiny and Reporting The Fund and the Adviser may be subject to increased scrutiny by government regulators, investigators, auditors and law enforcement officials regarding the identities and sources of funds of investors in private investment funds. In that connection, in the future the Fund may become subject to additional obligations that may affect its investment program, the manner in which it operates and, reporting requirements regarding its investments and investors. Each Investor will be required to provide to the Fund such information as may be required to enable the Fund to comply with all applicable legal or regulatory requirements, and each Investor will be required to acknowledge and agree that the Fund may disclose such information to governmental and/or regulatory or self-regulatory authorities to the extent required by applicable law or regulation and may file such reports with such authorities as may be required by applicable law or regulation. If required by applicable law, regulation or interpretation thereof, the Fund may suspend all activity with respect to an Investors account with the Fund, including suspending the Investors right to redeem funds or assets from the Fund pending the Funds receipt of instructions regarding the Investors account from the appropriate governmental or regulatory authority.

Private Offering Exemption This offering has not been registered under the Securities Act, in reliance on the exemptive provisions of Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder. Section 18(b)(4)(D) of the Securities Act, added by the National Securities Markets Improvement Act of 1996, preempts state registration of transactions in securities exempt pursuant to rules and regulations issued by the SEC under Section 4(a)(2) of the Securities Act. Preemption therefore applies to transactions exempt under Regulation D, but not to transactions exempt under Section 4(a)(2) alone. Because of the lack of uniformity among the states securities laws and their general complicated nature, the Fund has chosen not to incur the expense and burden of reviewing exemptions under each states laws, but rather rely on the uniform exemption provided by Regulation D. No assurance can be given that the offering currently qualifies or will continue to qualify under the exemptive provisions of Regulation D because of, among other things, the adequacy of disclosure and the manner of distribution, the timeliness of filings, the existence of similar offerings in the past or in the future, or the retroactive change of any securities law or regulation. If the Regulation D exemption is lost, the Fund may not be able to avail itself of other state exemptions and successful claims or suits for rescission may be brought and successfully concluded for failure to register these offerings or for acts or omissions constituting offenses under the Exchange Act, or applicable state securities laws.

Manager Liability In certain circumstances, each Portfolio Fund is expected to receive the right to appoint a representative to the board of directors of the companies in which it invests. Serving on the board of directors of a portfolio company exposes the Portfolio Funds representatives, and ultimately the Portfolio Fund, to potential liability. Although portfolio companies often have insurance to protect directors and officers from such liability, not all portfolio companies may obtain such insurance, which may be insufficient if obtained.

Public Company Holdings A Portfolio Funds investment portfolio may contain securities issued by publicly held companies. Such investments may subject the Portfolio Fund to risks that differ in type or degree from those involved with investments in privately held companies. Such risks include, without limitation, greater volatility in the valuation of such companies,

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document TABLE OF CONTENTS increased obligations to disclose information regarding such companies, limitations on the ability of the Portfolio Fund to dispose of such securities at certain times, increased likelihood of shareholder litigation against such companies board members, and increased costs associated with each of the aforementioned risks.

Default The Master Fund, in general, will not always contribute the full amount of the Funds commitment to a Portfolio Fund at the time of its admission to the Portfolio Fund. Instead, the Master Fund may be required to make incremental contributions pursuant to capital calls issued from time to time by the Portfolio Fund. If the Master Fund defaults on its commitment or fails to satisfy capital calls in a timely manner then, generally, it will be subject to significant penalties, including the complete forfeiture of the Master Funds investment in the Portfolio Fund. Any failure by the Master Fund to make timely capital contributions in respect of its commitments may (i) impair the ability of the Master Fund, and in turn the Fund to pursue its investment program, (ii) force the Master Fund to borrow, (iii) cause the Master Fund, and, indirectly, the Fund and the Investors to be subject to certain penalties from the Portfolio Funds (including the complete forfeiture of the Master Funds investment in a Portfolio Fund), or (iv) otherwise impair the value of the Master Funds investments (including the complete devaluation of the Master Fund, and in turn the Fund). Similarly, Investors will not contribute the full amount of their Commitments to the Fund at the time of their admission. Investors will be required to make incremental contributions pursuant to capital calls issued from time to time, by the Fund. Unlike the Portfolio Funds, the Fund will have limited recourse in retrieving un-drawn Commitments in the instance that an Investor defaults on a Commitment. An Investor, or Investors, that default(s) on his/her/its/their Commitment to the Fund may cause the Master Fund to, in-turn, default on its commitment to a Portfolio Fund. Thus the Fund, and especially the non-defaulting Investors, will bear the penalties of such default (as outlined above, including, but not limited to, the complete forfeiture of the Master Funds investment in a Portfolio Fund and the complete devaluation of the Master Fund, and in turn the Fund). While the Adviser has taken steps to mitigate this risk, including seeking Commitments from Investors that exceed the commitments that are made to the Portfolio Funds, there is no guarantee that such measures will be sufficient or successful.

Recall of Distributions The Master Fund and the Fund may be subject to terms of the Portfolio Funds which permit the recall of distributions to meet Portfolio Fund obligations. In the event funds are recalled for this purpose, the Fund may in turn require Investors to return amounts previously distributed to them.

Competition for Access to Investment Opportunities The Adviser and its affiliates seek to maintain excellent relationships with Portfolio Fund Managers with which they have previously invested. However, because of the number of investors seeking to gain access to the top performing investment funds, co-investments, secondary investments and other vehicles, there can be no assurance that the Adviser will be able to secure interests on behalf of the Fund in all of the investment opportunities that it identifies for the Fund, or that the size of the interests available to the Fund will be as large as the Adviser would desire. In the event the assets of the Master Fund are considered to be plan assets under ERISA, such investment opportunities may be further limited. Moreover, as registered investment companies, the Master Fund and the Fund will be required to make certain public disclosures and regulatory filings regarding their operations, financial status, portfolio holdings, etc. While these filings are designed to enhance investor protections, Portfolio Fund managers may view such filings as contrary to their business interests and deny access to the Master Fund; but may permit other, non-registered funds or accounts, managed by the Adviser or its affiliates, to invest. As a result, the Fund may not be invested in certain private equity funds that are held by other unregistered funds or accounts managed by the Adviser or its affiliates, even though those private equity funds are consistent with the Funds investment objective. In addition, certain provisions of the 1940 Act prohibit the Master Fund and the Fund from engaging in transactions with the Adviser; however; unregistered funds also managed by the Adviser are not prohibited from the same transactions. As a result, the Master Fund and the Fund, due to their status as registered investment companies, may be ineligible to participate in certain opportunities that will be available to unregistered investment companies advised by the Adviser.

Competition for Investment Opportunities The Portfolio Funds encounter competition for investments from numerous other investment partnerships, limited liability companies, and trusts, as well as from individuals, corporations, bank and insurance company investment

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document TABLE OF CONTENTS accounts, foreign investors, and other entities engaged in investment activities, including other investment funds. As a result, there can be no guarantee that a sufficient quantity of suitable investment opportunities for the Portfolio Funds will be found, that investments on favorable terms can be negotiated, or that the Fund will be able to fully realize on the value of its investments. Competition for investments may have the effect of increasing costs, thereby reducing investment returns to the Portfolio Funds in which the Fund is indirectly invested.

Time Required to Maturity of Investments There is generally a period of at least two to four years before a Portfolio Fund has completed making its investments. Such investments also may take a significant period from the date they are made to reach a state of maturity allowing for realization of the investment to be achieved. As a result, based on historical realization periods for Portfolio Funds, it is likely that no significant cash return, if any, from disposition of an Portfolio Funds investments will occur until a substantial number of years from the date of closing of such Portfolio Fund. The proceeds of Funds investments, therefore, are not likely to be realized for a substantial time period.

Investments in Less Established Companies The Master Fund and the Portfolio Funds may invest a portion of their assets in the securities of less established companies. Investments in such portfolio companies may involve greater risks than are generally associated with investments in more established companies. For example, such companies may have shorter operating histories on which to judge future performance and, if operating, may have negative cash flow. In the case of start-up enterprises, such companies may not have significant or any operating revenues. Such companies also may have a lower capitalization and fewer resources (including cash) and be more vulnerable to failure, resulting in the loss of the Funds entire investment. In addition, less mature companies could be more susceptible to irregular accounting or other fraudulent practices. In the event of fraud by any company in which a Portfolio Fund invests, the Fund may suffer a partial or total loss of capital invested in that company.

Economic Conditions Changes in economic conditions, including, for example, interest rates, inflation rates, industry conditions, competition, technological developments, trade relationships, political and diplomatic events and trends, tax laws and innumerable other factors, can substantially and adversely affect the business and prospects of the Portfolio Funds and the Fund. These conditions are not within the control of the Adviser or the Portfolio Fund Managers.

Portfolio Company Risks Portfolio companies in which the Portfolio Funds invest will be subject to the risk that a proposed service or product cannot be developed successfully with the resources available to the enterprise. There can be no assurance that the development efforts of any portfolio company will be successful or, if successful, will be completed within the budget or time originally estimated. Additional funds may be necessary to complete such development, to achieve market acceptance, to support expansion or to achieve or maintain competitive positions. The portfolio companies may not be able to obtain such funds on favorable terms, or at all. Many of the portfolio companies of a Portfolio Fund may operate at a loss or with highly erratic operating results. Such companies may face intense competition, including competition from companies with much greater financial resources, much more extensive development, production, marketing and service capabilities and a much larger number of qualified managerial and technical personnel. The Adviser anticipates that the Fund (through the Master Fund and the Portfolio Funds) will be making significant investments in companies in a number of sectors, some of which are rapidly changing, and such companies may face increased risks of product or service obsolescence. There can be no assurance that any particular portfolio company will succeed.

Foreign Currency Risks The Fund is expected to invest a portion of its capital in Portfolio Funds based outside the United States for which fund currency is the euro or another non-U.S. dollar currency. In addition, these Portfolio Funds, as well as Portfolio Funds for which fund currency is the U.S. dollar, may make investments denominated in currencies other than the U.S. dollar. Fluctuations in the exchange rate between the U.S. dollar and these other currencies will result in changes

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document TABLE OF CONTENTS to the values, in U.S. dollar terms, of the Funds Commitments as well as the Funds investments. The Adviser may, where it deems prudent and practicable, seek to mitigate the effect of such currency fluctuations by engaging in currency hedging activities, but it does not expect to eliminate the Funds exposure to exchange rate fluctuations.

Currency Denomination of Interests The Fund is denominated in U.S. dollars. Investors subscribing for Interests in the Fund in any country in which U.S. dollars are not the local currency should note that changes in the value of exchange between U.S. dollars and such currency may have an adverse effect on the value, price, or income of the investment to such Investor. There may be foreign exchange regulations applicable to investments in foreign currencies in certain jurisdictions where this Offering Memorandum is being issued.

Non-Controlling Investments and Limited Rights as Shareholder In connection with Co-Investments, the Fund may hold non-controlling interests in certain portfolio companies and, therefore, may have a limited ability to protect their interests in such companies and to influence such companies management. In addition, Co- Investments may be made with third parties through joint ventures or other entities, which may have larger or controlling ownership interests in such portfolio companies. In such cases, the Fund will rely significantly on the existing management and board of directors of such companies, which may include representatives of other financial investors with whom the Fund is not affiliated and whose interests may at times conflict with the interests of the Fund. Such Fund investment may involve risks in connection with such third- party involvement, including the possibility that a third party may be in a position to take (or block) action in a manner contrary to the Funds investment objectives or may have financial difficulties resulting in a negative impact on such investment. In addition, the Fund may in certain circumstances be liable for the actions of their third-party co-venturers. Co-Investments made with third parties in joint ventures or other entities also may involve carried interests and/or other fees payable to such third party partners or co-venturers. There can be no assurance that appropriate minority shareholder rights will be available to the Fund or that such rights will provide sufficient protection to the Funds interests.

Multiple Tiers of Expenses Each of the Portfolio Funds (i) pays (or requires its limited partners to pay) its respective general partners and investment advisers or managers certain fees and (ii) bears certain costs and expenses. Such fees and expenses are expected to reduce materially the actual returns to investors in the Portfolio Funds, including the Fund. In addition, because of the deduction of the fees payable by the Fund to the Investment Adviser and other expenses payable directly by the Fund from amounts distributed to the Fund by the Portfolio Funds or from the Investors capital contributions to the Fund, the returns to an Investor in the Fund will be lower than the returns to a direct investor in the Portfolio Funds. Each Investor in the Fund will pay, in effect, two sets of fees, one directly at the Fund level, and one indirectly through the Master Fund at the Portfolio Fund level. Fees and expenses of the Fund and the Portfolio Funds will generally be paid regardless of whether the Fund or Portfolio Funds produce positive investment returns. If the Fund or Portfolio Funds do not produce significant positive investment returns, these fees and expenses could reduce the amount recovered by an Investor in the Fund to less than its total capital contributions to the Fund.

Lack of Portfolio Information The Adviser receives detailed information from each Portfolio Fund Manager regarding the investment performance and investment strategy of Portfolio Funds. The Adviser may have little or no means of independently verifying information provided by Portfolio Funds of their Portfolio Fund Managers and thus, may not be able to ascertain whether Portfolio Funds are adhering to their disclosed investment strategies and their investment and risk management policies.

Investments in Technology and Life Sciences Sectors The Fund may invest a significant portion of the assets in Portfolio Funds that invest heavily in the technology and life sciences sectors or in Co-Investments in those sectors. These investments may pose a higher risk of loss and higher volatility than investments in other market sectors due to various factors. For example, the rapid pace of technological development may result in products or services developed by companies in which the Portfolio Funds or the Fund may invest becoming obsolete or having relatively short product cycles. Technology and life sciences

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document TABLE OF CONTENTS companies also rely on a combination of patent, trademark, copyright, and trade secret laws, as well as confidentiality and non- compete agreements, to protect intellectual property assets that often represent a significant component of the value of their total assets. There can be no assurance that such precautions taken by the companies in which the Fund or the Portfolio Funds have invested will protect them against the adverse financial consequences arising from third parties unauthorized use or infringement of those assets or that these companies will not face allegations of unauthorized use or infringement of others intellectual property.

Investing in a Master/Feeder Fund The Fund pursues its investment objective by investing in the Master Fund. The Fund does not have the right to withdraw its investment in the Master Fund. Interests in the Master Fund also may be held by investors other than the Fund. These investors may include other investment funds, including investment companies that, like the Fund, are registered under the 1940 Act, and other types of pooled investment vehicles. When investors in the Master Fund vote on matters affecting the Master Fund, the Fund could be outvoted by other investors. The Fund also may be indirectly adversely affected otherwise by other investors in the Master Fund. Other feeder funds invested in the Master Fund may offer interests to their respective investors, if any, that have costs, expenses and other terms that differ from those of the Fund. Thus, the investment returns for investors in other funds that invest in the Master Fund may differ from the investment return of investors in the Fund.

Limitations on Performance Information Performance of private equity vehicles is difficult to measure and therefore such measurements may not be as reliable as performance information for other investment products because, among other things: (i) there is no market for underlying investments, (ii) private equity investments take years to achieve a realization event and are difficult to value before realization, (iii) private equity investments are made over time as capital is drawn down from investments, (iv) the performance record of a private equity fund is not established until the final distributions are made, which may be 10-12 years or longer after the initial closing and (v) industry performance information for private equity funds may be skewed upwards due to survivor bias lack of reporting by underperforming managers.

Passive Interest in the Fund and Portfolio Funds Except as otherwise provided in the Partnership Agreement, the Investors will not have any right to participate in the day-to-day management of the business and operations of the Fund and the management of the Funds assets. Furthermore, the day-to-day management of the business and operation of each of the Portfolio Funds and the management of the assets of the Portfolio Funds, including the valuation by the Portfolio Funds of their assets, will be controlled by the respective general partners and sponsors or managers of the Portfolio Funds and not by the Fund.

Risk of Dilution Investors that are admitted after the initial closing date of Fund will participate in existing Fund investments and will therefore dilute or reduce the level of Investors interests in those investments.

Valuation Risk In light of the illiquid nature of the Interests, and of interests in the Portfolio Funds and other securities in which the Fund may invest, any valuation made by the Adviser of the Interests and Fund investments will be based on the Advisers good faith determination as to the fair value of those interests. There can be no assurance, however, that the values assigned in good faith by the Adviser to the Interests, interests in Portfolio Funds, or other Fund investments will equal or approximate the price at which they may be sold or otherwise liquidated or disposed of from time to time.

Indemnification Obligations and Limited Liability of Directors and Adviser To the fullest extent permitted by applicable law, the Fund will indemnify and hold harmless the Directors, the Adviser and its affiliates and certain other persons set out in the Partnership Agreement, against claims and liabilities to which they may become subject by reason of their position with or activities on behalf of the Fund. None of the indemnified persons will be indemnified, however, to the extent that any losses, claims, damages, or liabilities are determined to be the result of willful misconduct, bad faith or gross negligence in the performance of his, her or its duties or by reason of his, her or its reckless disregard of his, her or its obligations and duties, and no indemnification

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document TABLE OF CONTENTS will be provided for any losses incurred as a result of such persons investment in the Fund investments, or for expenses that such person has otherwise agreed to bear or for any losses, claims, damages, liabilities, costs or expenses attributable to any dispute or other action between or among such persons. It is expected that each Portfolio Fund in which the Fund invests also will be required to indemnify its manager and other entities or individuals involved in managing the Portfolio Fund for certain losses arising out of their activities on behalf of such Portfolio Fund. Such indemnification obligations of the Fund or Portfolio Funds, if required to be paid, could potentially reduce the returns to the Investors.

Liquidation The Fund may be dissolved, and the affairs of such Fund wound up, as provided in the applicable Partnership Agreement. The dissolution and winding up of one or more feeder funds (e.g., the Fund) may result in the dissolution and winding up of the Master Fund, which may adversely affect the Investors.

Tax Considerations for the Fund The Fund intends to qualify and elect to be treated as a RIC under Subchapter M of the Code. As such, the Fund must satisfy, among other requirements, certain ongoing asset diversification, source-of-income and annual distribution requirements. If the Fund fails to qualify as a RIC it will become subject to corporate-level income tax, and the resulting corporate taxes could substantially reduce the Funds net assets, the amount of income available for distributions to Investors, the amount of distributions and the amount of funds available for new investments. Such a failure would have a material adverse effect on the Fund and the Investors. See Section XII –Certain U.S. Federal Income Tax Considerations — Taxation as a Regulated Investment Company. Each of the aforementioned ongoing requirements for qualification of the Fund as a RIC requires that the Investment Adviser obtain information from or about the underlying investments in which the Master Fund is invested. The Master Funds Underlying Commitments may not provide information sufficient to ensure that the Fund qualifies as a RIC under the Code. If the Fund does not receive sufficient information from the Master Funds Underlying Commitments, the Fund risks failing to satisfy the Subchapter M qualification tests and/or incurring an excise tax on undistributed income. If, before the end of any quarter of its taxable year, the Fund believes that it may fail the Diversification Tests (as defined below in Certain U.S. Federal Income Tax Considerations—Qualification as a Regulated Investment Company), the Fund may seek to take certain actions to avert such a failure. However, the action frequently taken by RICs to avert such a failure, the disposition of non- diversified assets, may be difficult to pursue because of the limited liquidity of the Funds investments. While relevant tax provisions afford a RIC a 30-day period after the end of the relevant quarter in which to cure a diversification failure by disposing of non- diversified assets, the constraints on the Fund's ability to effect a sale of an Underlying Commitment may limit the Fund's use of this cure period. In certain cases, the Fund may be afforded a longer cure period under applicable savings provisions, but the Fund may be subject to a penalty tax in connection with its use of those savings provisions. If the Fund fails to satisfy the Diversification Tests or other RIC requirements, the Fund may fail to qualify as a RIC under the Code. If the Fund fails to qualify as a RIC, it would become subject to a corporate-level U.S. federal income tax (and any applicable U.S. state and local taxes) and distributions to the Investors generally would be treated as corporate dividends. See Section XII –Certain U.S. Federal Income Tax Considerations — Failure to Qualify as a Regulated Investment Company. In addition, the Fund is required each December to make certain excise tax calculations based on income and gain information that must be obtained from the Underlying Commitments. If the Fund does not receive sufficient information from the Underlying Commitments, it risks failing to satisfy the Subchapter M qualification tests and/ or incurring an excise tax on undistributed income. The Fund may, however, attempt to avoid such outcomes by paying a distribution that is or is considered to be in excess of its current and accumulated earnings and profits for the relevant period (i.e., a return of capital). In addition, the Master Fund may directly or indirectly invest in Underlying Commitments located outside the United States. Such Underlying Commitments may be subject to withholding taxes and other taxes in such jurisdictions with respect to their investments. In general, a U.S. person will not be able to claim a foreign tax credit or deduction for foreign taxes paid by the Fund. Further, adverse United States tax consequences can be associated with certain foreign investments, including potential United States withholding taxes on foreign investment entities with respect to their United States investments and potential adverse tax consequences associated with investments in any foreign corporations that are characterized for U.S. federal income tax purposes as controlled foreign corporations or passive foreign investment companies.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document TABLE OF CONTENTS The Fund may retain some income and capital gains in the future, including for purposes of providing the Fund with additional liquidity, which amounts would be subject to the 4% U.S. federal excise tax. In that event, the Fund will be liable for the tax on the amount by which the Fund does not meet the foregoing distribution requirement. See Section XII –Certain U.S. Federal Income Tax Considerations — Qualification as a Regulated Investment Company.

Tax Laws Subject to Change It is possible that the current U.S. federal, state, local, or foreign income tax treatment accorded an investment in the Fund will be modified by legislative, administrative, or judicial action in the future. The nature of additional changes in U.S. federal or non- U.S. income tax law, if any, cannot be determined prior to enactment of any new tax legislation. However, such legislation could significantly alter the tax consequences and decrease the after tax rate of return of an investment in the Fund. Potential Investors therefore should seek, and must rely on, the advice of their own tax advisers with respect to the possible impact on their investments of recent legislation, as well as any future proposed tax legislation or administrative or judicial action.

Equity Securities Risk The Fund may invest in equity securities, including equity securities of portfolio companies. The prices of equity securities generally fluctuate in value more than other investments. The prices of equity securities may rise or fall rapidly or unpredictably and reflect changes in the issuing companys financial condition and changes in the overall market. Common stocks generally represent the riskiest investment in a company. The Fund may lose a substantial part, or even all, of its investment in a companys stock.

Debt Securities Risk The Fund may invest in debt securities, including debt securities of portfolio companies. The value of the Funds investment in debt securities will generally fluctuate with changes in interest rates. Typically, a rise in interest rates causes a decline in the value of debt securities. In general, the market price of debt securities with longer maturities will increase or decrease more in response to changes in interest rates than shorter-term securities. Other risk factors include credit risk (the debtor may default) and prepayment risk (the debtor may pay its obligation early, reducing the amount of interest payments).

Potential Conflicts of Interest The Adviser is accountable to the Fund as a fiduciary and, consequently, must operate the Fund prudently, in good faith and in the interest of and for the benefit of the Investors. The Adviser does manage the assets of other clients and funds and, therefore, prospective Investors should be aware of potential conflicts of interest before investing. To mitigate any such conflicts, the Adviser will seek to apportion or allocate business opportunities among persons or entities to or with which it or its affiliates have fiduciary duties and other relationships on a basis that is fair and equitable to the maximum possible extent to each of such persons or entities, including the Fund. Neuberger Berman is a large participant in the equity and fixed income markets and engages in a broad spectrum of activities, including financial advisory services, research, sponsoring and managing public and private investment funds and accounts and other activities. In the ordinary course of its investment activities, Neuberger Bermans activities or strategies, or the activities or strategies used for other accounts or funds managed by Neuberger Berman, may conflict with the transactions and strategies employed on behalf of the Master Fund. Neuberger Bermans trading activities are carried out generally without reference to positions held by the Master Fund and may have an effect on the value of the positions so held, or may result in Neuberger Berman having an interest in the issuer adverse to that of a Portfolio Fund (e.g., Neuberger Berman may have a short position in a security held long by a Portfolio Fund). Neuberger Bermans interests or the interests of its clients may conflict with the interests of the Investors, notwithstanding Neuberger Bermans direct or indirect participation in the Funds investments. By acquiring an Interest in the Fund, each Investor will be deemed to have acknowledged the existence of such actual and potential conflicts of interest and to have waived any claim with respect to the existence of such actual and potential conflicts of interest. Investment Adviser Affiliates May Engage in Adverse Activities. The Fund may invest, through the Master Fund, in Portfolio Funds (or indirectly in portfolio companies) that have relationships with affiliates of the Adviser. Such affiliates may take actions that are detrimental to the interests of the Fund in such Portfolio Funds or portfolio companies.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document TABLE OF CONTENTS Certain affiliates of the Adviser invest for their own accounts as well as for other venture capital and investment advisory affiliates of the Adviser. By investing for its clients and its own account and the accounts of its officers and employees, affiliates of the Adviser may compete with a Portfolio Fund for potential investments in portfolio companies and with the Fund for investments in Portfolio Funds. Absent SEC exemptive relief, the Fund will not invest in any private equity funds sponsored by the Adviser or any of its affiliates or invest in a Portfolio Fund for which the Adviser or any of its affiliates act as placement agent, even if doing so may be advantageous to the Fund. The 1940 Act prohibits the Master Fund from participating in certain transactions with certain of its affiliates. The Master Fund generally will be prohibited, for example, from buying or selling any securities from or to another client of the Investment Adviser, Sub-Adviser or of Neuberger Berman. The 1940 Act also prohibits certain joint transactions with certain of the Master Funds affiliates, which in certain circumstances could include investments in the same portfolio company (whether at the same or different times to the extent the transaction involves jointness). If a person acquires more than 25% of the Master Funds voting securities, the Master Fund will be prohibited from buying or selling any security from or to such person or certain of that persons affiliates, or entering into prohibited joint transactions with such persons. Similar restrictions limit the Master Funds ability to transact business with its officers or Independent Directors or their affiliates. The SEC has interpreted the 1940 Act rules governing transactions with affiliates to prohibit certain joint transactions involving entities that share a common investment adviser. As a result of these restrictions, the scope of investment opportunities that would otherwise be available to the Master Fund may be limited. The 1940 Act imposes significant limits on co-investment with affiliates of the Master Fund. The Adviser and the Master Fund have obtained an exemptive order from the SEC expanding the Master Funds ability to co-invest alongside its affiliates in privately negotiated transactions. Subject to the conditions specified in the exemptive order, the Master Fund is permitted to co-invest with those affiliates in certain additional investment opportunities, including investments originated and directly negotiated by the Adviser. These co-investment transactions may give rise to conflicts of interest or perceived conflicts of interest among the Master Fund and participating affiliates. Neither the Adviser nor its affiliates will consider the conflicts between their activities and the interests of any Portfolio Fund or portfolio company (in many cases the Adviser and those affiliates or the employees responsible for managing the Fund will not even be aware of these conflicts) and will engage in their business activities in the ordinary course without regard to whether a particular act or omission may have an adverse effect on the Fund. Investment Opportunities May Be Allocated to Adviser Affiliates. Affiliates of the Adviser may be interested in some of the same investment opportunities as the Adviser. Accordingly, an affiliate of the Adviser may make an investment that would otherwise be appropriate for the Fund. As among the Fund (investing through the Master Fund) and the Advisers other fund-of-funds vehicles or other clients, investment opportunities presented to the Adviser will be allocated in a fair and equitable manner among the Advisers existing clients, taking into consideration the investment objectives and terms of such clients and any legal, tax or regulatory considerations specific to such clients. Opportunities that are suitable for more than one of the Advisers fund-of-funds vehicles, including the Fund, or other clients and for which there is insufficient capacity to fulfill each fund-of-funds vehicles or other clients need, will be allocated among such clients pro rata in proportion to its amount available to invest in such opportunity, subject to any legal, tax and regulatory considerations of each client. For example, certain clients of the Adviser are subject to the Bank Holding Company Act and therefore may not be able to make an investment that the Master Fund is able to make. There can be no assurance that the Fund will be offered any specific investment opportunities that come to the attention of the Advisers affiliates. The Fund (investing through the Master Fund) may invest in Portfolio Funds in which the Adviser and/or its affiliates (including, to the extent permitted by applicable law, other fund-of-funds products that have been or may be established by the Adviser and/ or its affiliates) has an investment, and the Adviser and/or its affiliates may invest in Portfolio Funds in which the Fund has made an investment. The Adviser has adopted procedures governing the co-investment in securities acquired in private placements with certain clients of the Adviser. The Adviser is not obligated, however, to invest for the Fund in any Portfolio Fund that Neuberger Berman, or its affiliates, may acquire for its or their own accounts if the Adviser concludes that it is not in the best interests of the Fund to acquire a position in such Portfolio Fund. The Investors in the Fund will not benefit from investments made by Neuberger Berman and its other affiliates.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document TABLE OF CONTENTS There May be Conflicts of Interest at the Portfolio Fund Level. Each Portfolio Fund may become involved in activities in which there is a potential conflict between the interests of Portfolio Fund investors, like the Fund, and the Portfolio Funds management. Typically Portfolio Funds will have an investors committee with some degree of supervision over potential conflicts, although there can be no assurance that such committee, or other conflict of interest provisions of a Portfolio Funds governing documents, will be effective. Conflicts Associated with Fee Arrangements with Portfolio Funds. In certain cases, the Adviser or its affiliates may enter into arrangements with a Portfolio Fund manager under which the Portfolio Fund manager agrees to rebate a portion of its management fee or make other fee payments in connection with an investment in the Portfolio Fund by an investment vehicle managed or sponsored by the Adviser or its affiliates. To the extent any such rebates or payments relate to the Master Funds investment in a Portfolio Fund, the Master Fund will receive the economic benefit of such rebate or payment. However, to the extent the Adviser, in its sole discretion, determines that such an arrangement is not permissible or appropriate for the Master Fund, other vehicles managed by the Adviser or its affiliates may nonetheless participate in the rebate or repayment. Affiliates of the Adviser may receive and retain these payments with respect to other investment vehicles in consideration of, or to defray the cost of, services provided by such affiliates. The receipt of such payments by affiliates of the Adviser could incentivize the Adviser to participate in Portfolio Funds whose managers agree to make such payments or could enhance the likelihood that Portfolio Fund managers will agree to make such payments. Portfolio Fund Valuation May be Affected by Compensation Arrangements. If a Portfolio Fund calculates its compensation on the value of the Portfolio Funds assets, the Portfolio Funds manager may exercise discretion in assigning values to the Portfolio Funds investments. These factors can create a conflict of interest because the value assigned to an investment may affect the advisory fee at the Portfolio Fund level. If there is a difference in the advisory fee required to be paid, the Portfolio Funds documents generally do not require the Portfolio Funds manager to return past advisory fees, although claw-back provisions in a Portfolio Funds documents may permit the recovery of excess carried interest distributions.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document TABLE OF CONTENTS XII. CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS The following discussion is a general summary of the material U.S. federal income tax considerations applicable to the Fund and to the Master Fund, to each of the Fund and the Master Funds qualification and taxation as a RIC for U.S. federal income tax purposes under Subchapter M of the Code and to an investment in the Funds Interests. This summary applies only to beneficial owners that acquire the Funds Interests in this initial offering at the offering price This summary does not purport to be a complete description of all the income tax considerations applicable to such an investment. For example, this summary does not described all of the tax consequences that may be relevant to certain types of holders subject to special treatment under U.S. federal income tax laws, including Investors that are not U.S. Investors (as defined below), Investors subject to the alternative minimum tax, tax-exempt organizations, insurance companies, dealers in securities, a trader in securities that elects to use a mark-to-market method of accounting for its securities holdings, pension plans and trusts, financial institutions, real estate investment trusts, RICs, U.S. persons with a functional currency other than the U.S. dollar, non-U.S. Investors (as defined below) engaged in a trade or business in the United States or entitled to claim the benefits of an applicable income tax treaty, persons who have ceased to be U.S. citizens or to be taxed as residents of the United States, controlled foreign corporations, passive foreign investment companies, and persons that will hold the Funds Interests as a position in a straddle, hedge, or as part of a constructive sale for U.S. federal income tax purposes or to the owners or partners of an Investor. This summary assumes that investors hold the Funds Interests as capital assets (within the meaning of the Code). The discussion is based upon the Code, its legislative history, existing and proposed regulations, and published rulings and court decisions all as currently in effect, all of which are subject to change or differing interpretations, possibly retroactively, which could affect the continuing validity of this discussion. The Fund has not sought, and does not expect to seek, any ruling from the IRS regarding any matter discussed herein, and this discussion is not binding on the IRS. Accordingly, there can be no assurance that the IRS will not assert, and a court will not sustain, a position contrary to any of the tax consequences discussed herein. This summary does not discuss any aspects of U.S. estate or gift tax or foreign, state or local tax. It does not discuss the special treatment under U.S. federal income tax laws that could result if the Fund or the Master Fund invests in tax-exempt securities or certain other investment assets. For purposes of this discussion, a U.S. Investor generally is a beneficial owner of the Funds Interests who, for U.S. federal income tax purposes is not a Tax-Exempt Investor (as defined below), and is: • an individual who is a citizen or resident of the United States; •a corporation, or other entity treated as a corporation for U.S. federal income tax purposes, created or organized in or under the laws of the United States or any state thereof, including, for this purpose, the District of Columbia; •a trust if (i) a U.S. court within the United States is able to exercise primary supervision over its administration and one or more U.S. persons (as defined in the Code) have the authority to control all of the substantial decisions of the trust, or (ii) the trust has in effect a valid election to be treated as a domestic trust for U.S. federal income tax purposes; or •an estate, the income of which is subject to U.S. federal income taxation regardless of its source. A Tax-Exempt Investor is a beneficial owner of the Funds Interests who, for U.S. federal income tax purposes, is a U.S. corporation or U.S. trust, and is exempt from U.S. federal income tax under section 501 of the Code. A non-U.S. investor is a beneficial owner of the Funds Interests who is not a U.S Investor or a Tax-Exempt Investor. If a partnership (including an entity treated as a partnership for U.S. federal income tax purposes) holds the Funds Interests, the tax treatment of a partner in the partnership will generally depend upon the status of the partner and the activities of the partnership. Prospective beneficial owners of the Funds Interests that are partnerships or partners in such partnerships should consult their own tax advisers with respect to the purchase, ownership and disposition of the Funds Interests. Tax matters are very complicated and the tax consequences to an investor of an investment in the Funds Interests will depend on the facts of such investors particular situation. Investors are encouraged to consult their own tax advisors regarding the specific consequences of such an investment, including tax reporting requirements, the applicability of U.S. federal, state, local and foreign tax laws, eligibility for the benefits of any applicable income tax treaty and the effect of any possible changes in the tax laws.

Election to be Taxed as a Regulated Investment Company The Fund intends to elect to be treated, and intends to operate in a manner so as to continuously qualify annually thereafter, as a RIC for U.S. federal income tax purposes. The Fund intends to make a timely election to be treated as a corporation for U.S. federal income tax purposes in order to make a valid RIC election. As a RIC, the Fund generally will not pay corporate-level U.S. federal income taxes on any net ordinary income or capital gains that the Fund timely distributes (or is deemed to timely distribute) to its Investors as dividends. Instead, dividends that the Fund distributes (or is deemed to timely distribute) to Investors generally will be taxable to the holders of the Funds Interests, and any net operating losses, foreign tax credits and most other tax attributes generally will not pass through to the holders of the Funds Interests. To qualify as a RIC, the Fund must, among other things, meet certain source-of-income and asset diversification requirements (as described below). In addition, the Fund must distribute to its Investors, for each taxable year, at least 90% of its investment company taxable income, which generally is the Funds net ordinary taxable income and realized net short-term capital gains in excess of realized net long-term capital losses, determined without regard to any deduction for dividends paid, (the Annual Distribution Requirement) for any taxable year. The following discussion assumes that each of the Fund and the Master Fund qualify as a RIC.

Taxation as a Regulated Investment Company If the Fund (1) qualifies as a RIC and (2) satisfies the Annual Distribution Requirement, then the Fund will not be subject to U.S. federal income tax on the portion of its net taxable income that the Fund timely distributes (or is deemed to timely distribute) to Investors. The Fund will be subject to U.S. federal income tax at regular corporate rates on any income or capital gains not distributed (or deemed distributed) to its Investors. If the Fund fails to distribute in a timely manner an amount at least equal to the sum of (1) 98% of its ordinary income for the calendar year, (2) 98.2% of its capital gain net income (both long-term and short-term) for the one-year period ending October 31 in that calendar year and (3) any income realized, but not distributed, in the preceding year (to the extent that income tax was not imposed on such amounts) less certain over-distributions in prior years (together, the Excise Tax Distribution Requirements), the Fund will be liable for a 4% nondeductible excise tax on the portion of the undistributed amounts of such income that are less than the amounts required to be distributed based on the Excise Tax Distribution Requirements. For this purpose, however, any ordinary income or capital gain net income retained by the Fund that is subject to corporate income tax for the tax year ending in that calendar year will be considered to have been distributed by year end (or earlier if estimated taxes are paid). The Fund currently intends to make sufficient distributions each taxable year to satisfy the Excise Tax Distribution Requirements. In order to qualify as a RIC for U.S. federal income tax purposes under Subchapter M of the Code, the Fund must, among other things: •derive in each taxable year at least 90% of its gross income from dividends, interest, payments with respect to loans of certain securities, gains from the sale of stock or other securities or foreign currencies, net income from certain qualified publicly traded partnerships, or other income derived with respect to its business of investing in such stock or securities or foreign currencies (the 90% Gross Income Test); and • diversify its holdings so that at the end of each quarter of the taxable year: ○it ensures that at least 50% of the value of its assets consists of cash, cash equivalents, U.S. government securities, securities of other RICs, and other securities if such other securities of any one issuer do not represent more than 5% of the value of the Fund’s assets or more than 10% of the outstanding voting securities of the issuer; and ○it ensures that no more than 25% of the value of its assets is invested in the securities, other than U.S. government securities or securities of other RICs, of one issuer, or of two or more issuers that are controlled, as determined under applicable Code rules, by the Fund and that are engaged in the same or similar or related trades or businesses, or the securities of one or more qualified publicly traded partnerships (the Diversification Tests). Investors receiving dividends in the Funds Interests will be required to include the full amount of the dividend (including the portion payable in-kind) as ordinary income (or, in certain circumstances, long-term capital gain) to the extent of the Funds current and accumulated earnings and profits for U.S. federal income tax purposes. As a result, Investors may be required to pay income taxes with respect to such dividends in excess of the cash dividends received.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document TABLE OF CONTENTS The Master Fund may have investments, either directly or through the Portfolio Funds, that require income to be included in investment company taxable income in a year prior to the year in which the Master Fund (or the Portfolio Funds) actually receives a corresponding amount of cash in respect of such income. For example, if the Portfolio Funds hold, directly or indirectly, corporate stock with respect to which section 305 of the Code requires inclusion in income of amounts of deemed dividends even if no cash distribution is made, the Master Fund must include in its taxable income in each year the full amount of its applicable share of these deemed dividends. Additionally, if the Master Fund holds, directly or indirectly through the Portfolio Funds, debt obligations that are treated under applicable U.S. federal income tax rules as having original issues discount (OID) (such as debt instruments with payment-in-kind interest or, in certain cases, that have increasing interest rates or are issued with warrants), the Master Fund must include in its taxable income in each year a portion of the OID that accrues over the life of the obligation, regardless of whether the Fund receives cash representing such income in the same taxable year. The Master Fund may also have to include in its taxable income other amounts that the Master Fund has not yet received in cash but has been allocated by the Portfolio Funds, such as accruals on a contingent payment debt instrument or deferred loan origination fees that are paid after origination of the loan or are paid in non-cash compensation such as warrants or stock. A RIC is limited in its ability to deduct expenses in excess of its investment company taxable income. If either of the Funds or the Master Funds expenses in a given year exceed its investment company taxable income, the Fund or the Master Fund, respectively, will have a net operating loss for that year. However, a RIC is not permitted to carry forward net operating losses to subsequent years, and these net operating losses generally will not pass through to Investors. In addition, expenses can be used only to offset investment company taxable income, and may not be used to offset net capital gain. A RIC may not use any net capital losses (that is, realized capital losses in excess of realized capital gains) to offset the RICs investment company taxable income, but may carry forward those losses, and use them to offset future capital gains, indefinitely. Further, a RICs deduction of net business interest expense is limited to 30% of its adjusted taxable income plus floor plan financing interest expense. Due to these limits on the deductibility of expenses, net capital losses and business interest expenses, the Fund or the Master Fund may, for U.S. federal income tax purposes, have aggregate taxable income for several years that the Fund or the Master Fund is required to distribute and that is taxable to Investors even if this income is greater than the aggregate net income the Fund or the Master Fund actually earned during those years. In order to enable the Fund to make distributions to the holders of its Interests (or to enable the Master Fund to make distributions to the holders of its interests) that will be sufficient to enable the Fund (or the Master Fund) to satisfy the Annual Distribution Requirement or the Excise Tax Distribution Requirements in the event that the circumstances described in the preceding two paragraphs apply, the Fund (or the Master Fund) may need to liquidate or sell some of its assets at times or at prices that the Fund (or the Master Fund) would not consider advantageous, the Fund (or the Master Fund) may need to raise additional equity or debt capital, the Fund (or the Master Fund) many need to take out loans, or the Fund (or the Master Fund) may need to forego new investment opportunities or otherwise take actions that are disadvantageous to its business (or be unable to take actions that are advantageous to its business). Even if the Fund (or the Master Fund) is authorized to borrow and to sell assets in order to satisfy the Annual Distribution Requirement or the Excise Tax Distribution Requirements, under the 1940 Act, the Fund generally is not permitted to make distributions to its Investors (and the Master Fund generally is not permitted to make distributions to holders of its interests) while its debt obligations and senior securities are outstanding unless certain asset coverage tests or other financial covenants are met. If the Fund (or the Master Fund) is unable to obtain cash from other sources to enable it to satisfy the Annual Distribution Requirement, the Fund (or the Master Fund) may fail to qualify for the U.S. federal income tax benefits allowable to RICs and, thus, become subject to a corporate-level U.S. federal income tax (and any applicable state and local taxes). If the Fund (or the Master Fund) is unable to obtain cash from other sources to enable it to satisfy the Excise Tax Distribution Requirements, it may be subject to an additional tax. For the purpose of determining whether the Master Fund satisfies the 90% Gross Income Test and the Diversification Tests, the character of the Master Funds distributive share of items of income, gain, losses, deductions and credits derived through any investments in companies that are treated as partnerships for U.S. federal income tax purposes (other than certain publicly traded partnerships), such as the Portfolio Funds, or are otherwise treated as disregarded from the Master Fund for U.S. federal income tax purposes, generally will be determined as if the Master Fund realized these tax items directly. Further, for purposes of calculating the value of the Master Funds investment in the securities of an issuer for purposes of determining the 25% requirement of the Diversification Tests, the Master Funds proper proportion of any investment in the securities of that issuer that are held by a member of the Master

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document TABLE OF CONTENTS Funds controlled group must be aggregated with the Funds investment in that issuer. A controlled group is one or more chains of corporations connected through stock ownership with the Master Fund if (a) at least 20% of the total combined voting power of all classes of voting stock of each of the corporations is owned directly by one or more of the other corporations, and (b) the Master Fund directly owns at least 20% or more of the combined voting stock of at least one of the other corporations. The Fund does not expect to be initially treated as a publicly offered regulated investment company. Unless and until the Fund is treated as a publicly offered regulated investment company as a result of either (1) the Funds Interests collectively being held by at least 500 persons at all times during a taxable year, (2) the Funds Interests being continuously offered pursuant to a public offering (within the meaning of Section 4 of the Securities Act) or (3) the Funds Interests being treated as regularly traded on an established securities market, each U.S. Investor that is an individual, trust or estate will be treated as having received a dividend for U.S. federal income tax purposes from the Fund in the amount of such U.S. Investors allocable share of the management and incentive fees paid to the Adviser and certain of the Funds other expenses for the calendar year, and these fees and expenses will be treated as miscellaneous itemized deductions of such U.S. Investor, which deductibility may be subject to significant limitations. U.S. Investors should consult their own tax advisors as to the deductibility of any management and incentive fees allocated to the U.S. Investor.

Failure to Qualify as a Regulated Investment Company If the Fund fails to satisfy the 90% Gross Income Test for any taxable year or the Diversification Tests for any quarter of a taxable year, the Fund might nevertheless continue to qualify as a RIC for such year if certain relief provisions of the Code apply (which might, among other things, require the Fund to pay certain corporate-level U.S. federal taxes or to dispose of certain assets). Subject to a limited exception applicable to RICs that qualified for RIC status under Subchapter M of the Code for at least one year prior to disqualification and that requalify as a RIC no later than the second year following the non-qualifying year, the Fund could be subject to U.S. federal income tax on any unrealized net built-in gains in the assets held by it during the period in which the Fund failed to qualify as a RIC that are recognized during the 5-year period after the Fund's requalification as a RIC, unless the Fund made a special election to pay corporate-level U.S. federal income tax on these net built-in gains at the time of the Fund's requalification as a RIC. If the Fund fails to qualify for treatment as a RIC and such relief provisions do not apply to it, the Fund would be subject to U.S. federal income tax on all of its taxable income at regular corporate U.S. federal income tax rates (and the Fund also would be subject to any applicable state and local taxes), regardless of whether the Fund makes any distributions to the holders of its Interests. The Fund would not be able to deduct distributions to its Investors, nor would distributions to the holders of its Interests be required to be made for U.S. federal income tax purposes. Any distributions the Fund makes generally would be taxable to the holders of its Interests as ordinary dividend income and, subject to certain limitations under the Code, would be eligible for the current maximum rate applicable to qualifying dividend income of individuals and other non-corporate U.S. Investors, to the extent of the Funds current or accumulated earnings and profits. Subject to certain limitations under the Code, U.S. Investors of its Interests that are corporations for U.S. federal income tax purposes would be eligible for the dividends-received deduction. Distributions in excess of the Funds current and accumulated earnings and profits would be treated first as a return of capital to the extent of the holders adjusted tax basis in the Funds Interests, and any remaining distributions would be treated as capital gain. If, before the end of any quarter of its taxable year, the Fund believes that it may fail the Diversification Tests, the Fund may seek to take certain actions to avert a failure. However, the action frequently taken by RICs to avert a failure, the disposition of non- diversified assets, may be difficult for the Fund to pursue because of the limited liquidity of its investments. Although the Fund expects to operate in a manner so as to qualify continuously as a RIC, the Fund may decide in the future to be taxed as a C corporation, even if the Fund would otherwise qualify as a RIC, if the Fund determines that treatment as a C corporation for a particular year would be in its best interests. The remainder of this discussion assumes that the Fund will continuously qualify as a RIC for each taxable year.

The Funds Investments—General The Fund will invest all or substantially all of its assets in the Master Fund. As a result, any tax consequences to the Master Fund based on its investments may affect the Investors of the Fund by reducing the overall amount of returns that the Fund realizes from the Master Fund, and therefore that the Investors realize from their investment in the Interests of the Funds. Certain of the Master Funds investment practices may be subject to special and complex U.S. federal income tax provisions that may, among other things, (1) treat dividends that would otherwise constitute qualified dividend income as non-qualified dividend income, (2) disallow, suspend or otherwise limit the allowance of certain losses or deductions, (3) convert lower-taxed long-term capital gain into higher-taxed short-term capital gain or ordinary income, (4) convert an ordinary loss or a deduction into a capital loss (the deductibility of which is more limited), (5) cause it to recognize income or gain without receipt of a corresponding cash payment, (6) adversely affect the time as to when a purchase or sale of stock or securities is deemed to occur, (7) adversely alter the characterization of certain complex financial transactions and (8) produce income that will not be qualifying income for purposes of the 90% Gross Income Test. The Master Fund intends to monitor its transactions and may make certain tax elections to mitigate the potential adverse effect of these provisions, but there can be no assurance that the Master Fund will be eligible for any such tax elections or that any adverse effects of these provisions will be mitigated. Gain or loss recognized by the Master Fund from warrants or other securities acquired by it, as well as any loss attributable to the lapse of such warrants, generally will be treated as capital gain or loss. Such gain or loss generally will be long-term or short-term depending on how long the Master Fund held a particular warrant or security. A Portfolio Fund in which the Master Fund invests may face financial difficulties that require the Master Fund to work-out, modify or otherwise restructure its investment in Portfolio Fund. Any such transaction could, depending upon the specific terms of the transaction, could cause the Master Fund to recognize taxable income without a corresponding receipt of cash, which could affect its ability to satisfy the Annual Distribution Requirement or the Excise Tax Distribution Requirements or result in unusable capital losses and future non-cash income. Any such transaction could also result in the Master Fund receiving assets that give rise to non- qualifying income for purposes of the 90% Gross Income Test. The Master Funds investment in non-U.S. securities may be subject to non-U.S. income, withholding and other taxes. In that case, the Master Funds yield on those securities would be decreased. Investors generally will not be entitled to claim a U.S. foreign tax credit or deduction with respect to non-U.S. taxes paid by the Master Fund. If the Master Fund purchases shares in a passive foreign investment company (a PFIC), it may be subject to U.S. federal income tax on a portion of any excess distribution received on, or any gain from the disposition of, such shares even if the Master Fund distributes such income as a taxable dividend to the holders of its Interests. Additional charges in the nature of interest generally will be imposed on the Master Fund in respect of deferred taxes arising from any such excess distribution or gain. If the Master Fund invests in a PFIC and elects to treat the PFIC as a qualified electing fund under the Code (a QEF), in lieu of the foregoing requirements, the Master Fund will be required to include in income each year its proportionate share of the ordinary earnings and net capital gain of the QEF, even if such income is not distributed by the QEF. If the QEF incurs losses for a taxable year, these losses will not pass through to the Master Fund and, accordingly, cannot offset other income and/or gains of the Master Fund. The QEF election may not be able to be made with respect to certain PFICs because of certain requirements that such a PFIC would have to satisfy and which the Master Fund itself cannot control. If a RIC is required to include amounts in income as a result of an investment in a PFIC for which the RIC has made a QEF election, such income inclusions generally will be qualifying income for purposes of the 90% Gross Income Test, regardless of whether an actual cash distribution is made to the RIC. Alternatively, the Master Fund may be able to elect to mark-to-market at the end of each taxable year its shares in a PFIC; in this case, the Master Fund will recognize as ordinary income any increase in the value of such shares, and as ordinary loss any decrease in such value to the extent that any such decrease does not exceed prior increases included in its income. The Master Funds ability to make either election will depend on factors beyond its control, and is subject to restrictions which may limit the availability of the benefit of these elections. Under either election, the Master Fund may be required to recognize in a year income in excess of any distributions it receives from PFICs and any proceeds from dispositions of PFIC stock during that year, and such income will nevertheless be subject to the Annual Distribution Requirement and will be taken into account for purposes of determining whether the Master Fund satisfies the Excise Tax Distribution Requirements. See —Taxation as a Regulated Investment Company above.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document TABLE OF CONTENTS Under Section 988 of the Code, gains or losses attributable to fluctuations in exchange rates between the time the Master Fund accrues income, expenses or other liabilities denominated in a foreign currency and the time it actually collects such income or pay such expenses or liabilities are generally treated as ordinary income or loss. Similarly, gains or losses on foreign currency forward contracts and the disposition of debt obligations denominated in a foreign currency, to the extent attributable to fluctuations in exchange rates between the acquisition and disposition dates, are also treated as ordinary income or loss.

Taxation of U.S. Investors The following discussion applies only to U.S. Investors. If you are not a U.S. Investor this section does not apply to you. The Fund will ordinarily declare and pay dividends from its net investment income and distribute net realized capital gains, if any, once a year. The Fund, however, may make distributions on a more frequent basis to comply with the distribution requirements of the Code, in all events in a manner consistent with the provisions of the 1940 Act. Distributions by the Fund generally are taxable to U.S. Investors as ordinary income or capital gains. Distributions of the Funds investment company taxable income, determined without regard to the deduction for dividends paid, will be taxable as ordinary income to U.S. Investors to the extent of the Funds current or accumulated earnings and profits, whether paid in cash or in-kind securities. To the extent such distributions the Fund pays to non-corporate U.S. Investors (including individuals) are attributable to dividends from U.S. corporations and certain qualified foreign corporations, such distributions (Qualifying Dividends) generally are taxable to U.S. Investors at the preferential rates applicable to long-term capital gains. However, it is anticipated that distributions paid by the Fund will generally not be attributable to dividends and, therefore, generally will not qualify for the preferential rates applicable to Qualifying Dividends or the dividends received deduction available to corporations under the Code. Distributions of the Funds net capital gains (which are generally its realized net long-term capital gains in excess of realized net short-term capital losses) that are properly reported by the Fund as capital gain dividends will be taxable to a U.S. Investor as long-term capital gains that are currently taxable at reduced rates in the case of non-corporate taxpayers, regardless of the U.S. Investors holding period for his, her or its Interests and regardless of whether paid in cash or in-kind securities. Distributions in excess of the Funds earnings and profits first will reduce a U.S. Investors adjusted tax basis in such U.S. Investors Interests and, after the adjusted tax basis is reduced to zero, will constitute capital gains to such U.S. Investor. The Fund generally expects to make distributions in cash but retains the discretionary ability to make distributions of in-kind of securities. If the Fund were to exercise its discretion to make distributions in-kind consisting of equity securities of the Master Fund or another entity taxable as a RIC for U.S. federal income tax purposes, the U.S. federal income tax consequences to an Investor of owning and disposing of such equity securities generally will be the same as the tax consequences to the Investor of owning and disposing of Interests in the Fund. If the Fund distributes other equity securities (e.g., equity securities of the Portfolio Funds), debt securities or other securities in-kind, the tax consequences to an Investor of owning and holding such securities generally will depend on the U.S. tax classification of the issuer of such securities, of the securities themselves, and the U.S. tax status of the Investor. Investors should consult their own tax advisors as to the possibility of the Fund distributing securities in-kind, as well as the specific tax consequences of owning and disposing any securities actually distributed in-kind by the Fund. A portion of the Funds ordinary income dividends, but not capital gain dividends, paid to corporate U.S. Investors may, if the distributions consist of qualifying distributions received by the Master Fund and certain other conditions are met, qualify for up to a 50% dividends received deduction to the extent the Fund has received dividends from certain corporations during the taxable year, but only to the extent these ordinary income dividends are treated as paid out of earnings and profits of the Fund. The Fund expects only a small portion of its dividends to qualify for this deduction. A corporate U.S. Investor may be required to reduce its basis in its Interests with respect to certain extraordinary dividends, as defined in Section 1059 of the Code. Corporate U.S. Investors should consult their own tax advisors in determining the application of these rules in their particular circumstances. The Fund may elect to retain its net capital gain or a portion thereof for investment and be taxed at corporate-level tax rates on the amount retained, and therefore designate the retained amount as a deemed dividend. In this case, it may report the retained amount as undistributed capital gains to its U.S. Investors, who will be treated as if each U.S. Investor received a distribution of its pro rata share of this gain, with the result that each U.S. Investor will (i) be required to report its pro rata share of this gain on its tax return as long-term capital gain, (ii) receive a refundable

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document TABLE OF CONTENTS tax credit for its pro rata share of tax paid by the Fund on the gain, and (iii) increase the tax basis for its Interests by an amount equal to the deemed distribution less the tax credit. In order to utilize the deemed distribution approach, the Fund must provide written notice to its Investors. The Fund cannot treat any of its investment company taxable income as a deemed distribution. For purposes of determining (1) whether the Annual Distribution Requirement is satisfied for any year and (2) the amount of capital gain dividends paid for that year, the Fund may, under certain circumstances, elect to treat a dividend that is paid during the following taxable year as if it had been paid during the taxable year in question. If the Fund makes such an election, the U.S. Investor will still be treated as receiving the dividend in the taxable year in which the distribution is made. However, any dividend declared by the Fund in October, November or December of any calendar year, payable to Investors of record on a specified date in such a month and actually paid during January of the following year, will be treated as if it had been received by the Funds Investors on December 31 of the year in which the dividend was declared. If a U.S. Investor receives Interests in the Fund shortly before the record date of a distribution, the value of the Interests will include the value of the distribution and the U.S. Investor will be subject to tax on the distribution even though economically it may represent a return of his, her or its investment. A U.S. Investor generally will recognize taxable gain or loss if the U.S. Investor redeems, sells or otherwise disposes of his, her or its Interests in the Fund. The amount of gain or loss will be measured by the difference between such U.S. Investors adjusted tax basis in the Interests sold and the amount of the proceeds received in exchange. Any gain or loss arising from such sale or disposition generally will be treated as long-term capital gain or loss if the U.S. Investor has held his, her or its Interests for more than one year. Otherwise, such gain or loss will be classified as short-term capital gain or loss. However, any capital loss arising from the sale or disposition of the Funds Interests held for six months or less will be treated as long-term capital loss to the extent of the amount of capital gain dividends received, or undistributed capital gain deemed received, with respect to such Interests. In addition, all or a portion of any loss recognized upon a disposition of the Funds Interests may be disallowed if other Interests of the Fund are purchased within 30 days before or after the disposition. In such a case, the basis of the Interests acquired will be increased to reflect the disallowed loss. In general, individual and certain other non-corporate U.S. Investors currently are subject to a maximum federal income tax rate of 20% on their net capital gain (i.e., the excess of realized net long-term capital gains over realized net short-term capital losses), including any long-term capital gain derived from an investment in the Interests of the Fund, and a maximum tax rate of 23.8% on their net taxable gain after taking into account the net investment income tax, discussed below. Such rate is lower than the maximum rate on ordinary income currently payable by individuals. Corporate U.S. Investors currently are subject to U.S. federal income tax on net capital gain at the maximum 21% rate also applied to ordinary income. Non-corporate U.S. Investors with net capital losses for a year (i.e., capital losses in excess of capital gains) generally may currently deduct up to $3,000 of such losses against their ordinary income each year; any net capital losses of a non-corporate U.S. Investor in excess of $3,000 generally may be carried forward and used in subsequent years as provided in the Code. Corporate U.S. Investors generally may not deduct any net capital losses for a year, but may carry back such losses for three years or carry forward such losses for five years. The Fund will furnish to Investors as soon as practicable after the end of each taxable year information on Form 1099 to assist Investors in preparing their tax returns. In addition, the U.S. federal tax status of each year's distributions generally will be reported to the IRS (including the amount of dividends, if any, eligible for the preferential rates applicable to long-term capital gains). Dividends paid by the Fund generally will not be eligible for the dividends-received deduction or the preferential tax rate applicable to Qualifying Dividends because the Fund's income generally will not consist of dividends. Distributions out of current or accumulated earnings and profits also will not be eligible for the 20% pass through deduction under Section 199A of the Code. Distributions may be subject to additional state, local and non-U.S. taxes depending on a U.S. Investor's particular situation.

Taxation of Tax-Exempt Investors An investment in the Fund generally should not give rise to UBTI for Tax-Exempt Investors. Notwithstanding the foregoing, if a Tax-Exempt Investor borrows any amount to fund its investment in the Fund, a portion of such investment may be considered debt- financed, and as a result, some or all of its income from the Fund could be treated as UBTI. Certain Tax-Exempt Investors are subject to differing rules under the Code and may recognize UBTI from an investment in the Fund. Tax-Exempt Investors should consult their own tax advisers regarding the tax consequences of investing in the Fund.

Tax Shelter Reporting Regulations If a U.S. Investor recognizes a loss with respect to Interests of the Fund in excess of certain prescribed thresholds (generally, $2 million or more for an individual U.S. Investor or $10 million or more for a corporate U.S. Investor), the U.S. Investor must file with the IRS a disclosure statement on Form 8886. Direct investors of portfolio securities are in many cases excepted from this reporting requirement, but, under current guidance, equity owners of RICs are not excepted. The fact that a loss is reportable as just described does not affect the legal determination of whether the taxpayer's treatment of the loss is proper. Shareholders should consult their own tax advisors to determine the applicability of this reporting requirement in light of their particular circumstances.

Net Investment Income Tax An additional 3.8% surtax generally is applicable in respect of the net investment income of non-corporate U.S. Investors (other than certain trusts) on the lesser of (i) the U.S. Investor's net investment income for a taxable year and (ii) the excess of the U.S. Investor's modified adjusted gross income for the taxable year over $200,000 ($250,000 in the case of joint filers). For these purposes, net investment income generally includes interest and taxable distributions and deemed distributions paid with respect to the Interests, and net gain attributable to the disposition of the Interests (in each case, unless the Interests are held in connection with certain trades or businesses), but will be reduced by any deductions properly allocable to these distributions or this net gain.

Information Reporting and Backup Withholding The Fund may be required to withhold, for U.S. federal income taxes, a portion of all taxable distributions payable to U.S. Investors (a) who fail to provide the Fund with their correct taxpayer identification numbers (TINs) or who otherwise fail to make required certifications or (b) with respect to whom the IRS notifies the Fund that this U.S. Investor is subject to backup withholding. Certain U.S. Investors specified in the Code and the Treasury regulations promulgated thereunder are exempt from backup withholding, but may be required to provide documentation to establish their exempt status. Backup withholding is not an additional tax. Any amounts withheld will be allowed as a refund or a credit against the U.S. Investors U.S. federal income tax liability if the appropriate information is timely provided to the IRS. Failure by a U.S. Investor to furnish a certified TIN to the Fund could subject the U.S. Investor to a $50 penalty imposed by the IRS.

ALL INVESTORS SHOULD CONSULT THEIR OWN TAX ADVISERS WITH RESPECT TO THE U.S. FEDERAL INCOME AND WITHHOLDING TAX CONSEQUENCES, AND STATE, LOCAL AND NON-U.S. TAX CONSEQUENCES, OF AN INVESTMENT IN THE FUNDS INTERESTS.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document TABLE OF CONTENTS XIII. ADDITIONAL INFORMATION Summary of Partnership Agreement The following is a summary description of additional items and of select provisions of the Partnership Agreement. The description of such items and provisions is not definitive and reference should be made to the complete text of the form of Partnership Agreement contained as an exhibit. Liability of Investors. Investors of the Fund will be limited partners of a limited partnership as provided under Delaware law. Under Delaware law and the Partnership Agreement, all debts, obligations and liabilities of the Fund, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Fund, and no Investor shall be obligated personally for any such debt, obligation or liability of the Fund solely by reason of being an Investor. Duty of Care. The Partnership Agreement provides that none of the Directors, the General Partner or any of their respective affiliates, principals, members, shareholders, partners, officers, directors, employees, agents and representatives (each an Indemnified Person) shall have any liability, responsibility or accountability in damages or otherwise to any Investor or the Fund for, and the Fund agrees, to the fullest extent permitted by law, to indemnify, pay, protect and hold harmless each Indemnified Person from and against, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, proceedings, costs, expenses and disbursements of any kind or nature whatsoever (including, without limitation, all reasonable costs and expenses of attorneys, defense, appeal and settlement of any and all suits, actions or proceedings instituted or threatened against the Indemnified Persons or the Fund) and all costs of investigation in connection therewith which may be imposed on, incurred by, or asserted against the Indemnified Persons or the Fund in any way relating to or arising out of, or alleged to relate to or arise out of, any action or inaction on the part of the Fund, on the part of the Indemnified Persons when acting on behalf of the Fund or otherwise in connection with the business or affairs of the Fund, or on the part of any agents when acting on behalf of the Fund (collectively, the Indemnified Liabilities); provided that the Fund shall not be liable to any Indemnified Person for any portion of any Indemnified Liabilities which results from such Indemnified Persons willful misconduct, bad faith or gross negligence in the performance of his, her or its duties or by reason of his, her or its reckless disregard of his, her or its obligations and duties. No Director shall be: (i) personally liable for the debts, obligations or liabilities of the Fund, including any such debts, obligations or liabilities arising under a judgment, decree or order of a court; (ii) required to return all or any portion of any Capital Contribution; or (iii) required to lend any funds to the Fund. Dissolution and Liquidation. The Fund will be dissolved upon the occurrence of any of the following: • the expiration of its term, except as otherwise extended pursuant to the Partnership Agreement; •upon the affirmative vote by the Directors, subject, to the extent required by the 1940 Act, to the required consent of the Investors; •the sale or other disposition at any one time of all or substantially all of the assets of the Fund; and • a degree of dissolution entered against the Fund. On dissolution of the Fund, a liquidator shall cause to be prepared a statement setting forth the assets and liabilities of the Fund as of the date of dissolution, and such statement shall be furnished to all of the Investors. Then, those Fund assets that the liquidator determines should be liquidated shall be liquidated as promptly as possible, but in an orderly and business-like manner to maximize proceeds. Upon the dissolution of the Fund, its assets are to be distributed to its limited partners in accordance with the distribution provisions of the Limited Partnership Agreement, after providing for all obligations of the Fund. Voting. Each Investor has the right to vote based on the pro rata value of its Interest at a meeting of Investors called by the Directors. Investors will be entitled to vote on any matter on which shareholders of a registered investment company organized as a corporation would normally be entitled to vote, including the election of Directors, approval of the Master Funds agreement with any investment adviser to the Fund, and certain other matters, to the extent that the 1940 Act requires a vote of Investors on any such matters. Except for the exercise of their voting privileges, Investors in their capacity as such are not entitled to participate in the management or control of the Funds business, and may not act for or bind the Fund.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document TABLE OF CONTENTS Reports to Investors. The Fund will furnish to Investors as soon as practicable after the end of each taxable year information on Form 1099 to assist Investors in preparing their tax returns. The Fund will also prepare and transmit to Investors unaudited semi-annual reports and audited annual reports (when each becomes available) within 60 days after the close of the period for which the report is being made, or as otherwise required by the 1940 Act. Investors will also receive quarterly reports regarding the Funds operations and investments made by the Master Fund. The Fund will offer Investors secure online access to financial reports and other investor notices and communications. It is the responsibility of each Investor to investigate the legal and tax consequences, under the laws of pertinent jurisdictions, of his/ her/its investment in the Fund. We strongly recommend that each prospective Investor consult, and depend upon, its own tax counsel or other advisor with regard to those matters. Further, it is the responsibility of each Investor to file all state, local and non-U.S., as well as U.S. federal tax returns that may be required of it.

Independent Registered Public Accounting Firm KPMG LLP, Two Financial Center, 60 South Street, Boston, MA 02111, serves as the independent registered public accounting firm of the Fund.

Legal Counsel Proskauer Rose LLP, Eleven Times Square, New York, NY 10036, serves as legal counsel to the Fund and the Master Fund.

Financial Statements The Fund will issue a complete set of financial statements on a semi-annual basis prepared in accordance with generally accepted accounting principles.

APPENDIX A Securities Legends For Select Jurisdictions FOR PROSPECTIVE INVESTORS IN FLORIDA: WHEN SALES ARE MADE TO FIVE OR MORE PERSONS IN FLORIDA, ANY SALE IN FLORIDA MADE IN RELIANCE ON THE EXEMPTION FROM REGISTRATION CONTAINED IN SECTION 517.061(11) OF THE FLORIDA SECURITIES AND INVESTOR PROTECTION ACT IS VOIDABLE BY THE PURCHASER EITHER WITHIN THREE DAYS AFTER THE FIRST TENDER OF CONSIDERATION IS MADE BY SUCH PURCHASER TO THE ISSUER, AN AGENT OF THE ISSUER OR AN ESCROW AGENT, OR WITHIN THREE DAYS AFTER THE AVAILABILITY OF THAT PRIVILEGE IS COMMUNICATED TO SUCH PURCHASER, WHICHEVER OCCURS LATER. FOR PROSPECTIVE INVESTORS IN GEORGIA: THE INTERESTS HAVE BEEN ISSUED OR SOLD IN RELIANCE ON PARAGRAPH (13) OF CODE SECTION 10–5–9 OF THE GEORGIA SECURITIES ACT OF 1973 AND MAY NOT BE SOLD OR TRANSFERRED EXCEPT IN A TRANSACTION WHICH IS EXEMPT UNDER SUCH ACT OR PURSUANT TO AN EFFECTIVE REGISTRATION UNDER SUCH ACT. FOR PROSPECTIVE INVESTORS IN PENNSYLVANIA: THESE SECURITIES WILL BE SOLD ONLY TO ACCREDITED INVESTORS AS REFERENCED IN SECTION 203 (T) OF THE PENNSYLVANIA SECURITIES ACT OF 1972 (THE PA ACT). PURSUANT TO SECTION 207(M)(2) OF THE PA ACT, EACH PERSON WHO ACCEPTS AN OFFER TO PURCHASE SECURITIES EXEMPTED FROM REGISTRATION, DIRECTLY FROM AN ISSUER OR AN AFFILIATE OF AN ISSUER, SHALL HAVE THE RIGHT TO WITHDRAW HIS ACCEPTANCE WITHOUT INCURRING ANY LIABILITY TO THE SELLER, UNDERWRITER (IF ANY), OR ANY OTHER PERSON, WITHIN TWO BUSINESS DAYS AFTER THE ISSUER RECEIVES A SIGNED SUBSCRIPTION AGREEMENT.

A-1

APPENDIX B Related Performance Information For Related Accounts The performance information below (the PI) represents the performance of all private equity primary fund of funds vehicles and managed accounts (the NB Related Fund Accounts) managed by the Sub-Adviser with substantially similar investment objectives, policies and strategies to those of the Fund and the Master Fund. The PI does not include NB private equity vehicles and managed accounts that focus principally on secondary private equity investments or co-investments. Furthermore, the PI does not include dedicated commingled co-investment funds, dedicated commingled secondary funds, and certain specialty funds which focus primarily on private debt investments, healthcare income generating strategies, brand licensing, emerging managers, purchasing minority interests in hedge and private equity fund managers, or outsourced CIO programs. The PI also does not include the performance of recent fund accounts that commenced their investment operations after 2016, as these fund accounts are too early in their investment cycle to have meaningful performance information. Certain NB Related Fund Accounts included in the PI consist of capital contributed by the Sub-Advisers employees and affiliates and do not have fees, expenses, or carried interest. The PI does not include other private equity fund investments made by the Sub-Adviser or investments made by the Sub-Adviser for strategic purposes. In addition, the PI does not include the private debt portfolio within NBs evergreen public investment vehicle. The PI presented below differs from the standardized SEC performance required of registered investment companies. The PI below does not represent the performance of the Fund or the Master Fund (which have not commenced investment operations as of the date hereof). In addition, the NB Related Accounts do not include and the PI does not represent the performance of NB Crossroads Private Market Fund IV Holdings LLC (PMF IV) or NB Crossroads Private Market Fund V Holdings LP (PMF V) as these two funds are too early in their investment cycle to have meaningful performance information. PMF IVs initial closing date was November 15, 2016 but made its first capital contribution to an underlying investment in March of 2017. PMF Vs initial closing date was May 18, 2018 and made its first capital contribution to an underlying investment in August of 2018. Past performance of the NB Related Fund Accounts is not indicative of future results, and there can be no assurance that the Fund will achieve comparable results or that the returns generated by the Fund or the Master Fund will equal or exceed those of the NB Related Fund Accounts or that the Fund or the Master Fund will be able to implement its investment strategy or achieve its investment objectives. Future investments will be made under different economic conditions and will include different underlying investments. Investors should recognize the limitations of performance information for private equity fund investments due to a variety of factors including the valuation, cash flow, investment seasoning and accounting dynamics outlined in Section XI — Risk Factors and Potential Conflicts of Interest – Limitations on Performance Information.

B-1

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document TABLE OF CONTENTS The following table presents the performance of the NB Related Fund Accounts managed by the Sub-Adviser with substantially similar investment objectives, policies and strategies to those of the Fund and the Master Fund on a total return basis for a period of one, five and ten years. Performance for the NB Related Fund Accounts represent a time-weighted rate of return based on the beginning and ending market values of each quarter during the relevant period and are adjusted for cash flows. Performance data for periods greater than one year have been annualized. The performance information in the following table represents the PI of the NB Related Fund Accounts that were in existence during each of the relevant periods and not all NB Related Fund Accounts were in existence during all periods. The table presents returns net of all fees, including sales loads.

Please see important disclosures below the table. Total Return (as of March 31, 2019) NB Related Fund Accounts S&P 500 MSCI World 1 Year 12.0% 9.5% 4.6% 5 Year 16.5% 10.9% 7.4% 10 Year 16.2% 15.9% 13.0% Performance Measurement for Private Equity Vehicles. Traditional approaches to the presentation of performance, such as average annual total return, have limitations when applied to private equity. The Adviser believes that reviewing the performance of a pool of private equity investments over a period of time that more closely equates to the long term cycle of private equity investments is a more effective measure of historic investment returns. Unlike mutual funds or private investment funds that invest primarily in the public securities markets (e.g., hedge funds), performance of private equity funds generally is not measured on the basis of annual total return calculations. Rather, most private equity funds use the internal rate of return or IRR as a measure of fund performance. This is because most private equity funds invest capital over several years by calling capital from investors, and make distributions to investors periodically, generally in connection with realization of one or more underlying investments. Therefore, the timing and amount of cash flows are more significant in measuring the performance of a private equity fund because, unlike most mutual funds or hedge funds, the timing and amount of cash flows to and from a private equity fund generally are determined by the funds investment manager or affiliated general partner, rather than the investor. IRR is a measurement of the average annual return earned on an investment since the investments inception. More specifically, IRR measures the internal rate of return on the present value of all capital called from investors, by calculating a rate of return on such capital contributions based on (i) all distributions made to investors and (ii) the value of residual unrealized investments in the applicable funds portfolio. The net IRR takes into account the management fees, expenses and carried interest paid by the applicable private equity fund-of-funds vehicle.

B-2

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document TABLE OF CONTENTS The chart below shows the annual compounded aggregate net IRR (after all fees and expenses), since inception through March 31, 2019 for the Sub-Advisers NB Related Fund Accounts with a principal investment strategy of making primary investments in Portfolio Funds and investing on an opportunistic basis in Secondary Investments and Co-Investments.

SINCE INCEPTION ANNUALIZED NET IRR (01/1987 – 03/2019)

Note: As of March 31, 2019. Past performance is not indicative of future results. Refer to —Important Performance Information below for certain important information related to the track record calculations. The performance information above represents performance of all private investment vehicles and managed accounts managed by NB Alternatives Advisers LLC with substantially similar investment policies, objectives and strategies to that of NB Crossroads Private Markets Fund VI. Please refer to—Important Performance Information – Indices for definitions of indices.

1.Annual compounded aggregate internal rate of return (IRR), net of all NB fees and expenses, and net of underlying investment fees and expenses. 2. Please refer to —Important Performance Information for more information regarding the public market returns calculation.

Important Performance Information Past performance is not an indicator, guarantee or projection of future performance. The PI presented is derived from the financial statements of NB Related Fund Accounts. Unless otherwise noted, the PI presented is based upon the most recent net asset value of each NB Related Fund Account as of March 31, 2019. The PI is net of the Sub-Advisers fees, expenses and carried interest, is a composite, does not represent the performance of any one NB Related Fund Account, is based on realized investments and the value of unrealized investments, and does not equate with the returns experienced by an investor in any particular NB Related Fund Account as a result of differences in the nature, timing and terms of investments. As noted on Page B-1, the PI also does not include the performance of recent fund accounts that commenced their investment operations after 2016, as these fund accounts are too early in their investment cycle to have meaningful performance information. Certain NB Related Fund Accounts included in the PI consist of capital contributed by the Sub-Advisers employees and affiliates and do not incur fees, expenses, or carried interest. Predecessors. The PI includes all NB Related Fund Account managed by the Sub-Adviser and its predecessor entities (the Predecessors), the oldest of which was founded in 1981. As of September 16, 2003, Crossroads Investment Advisers, L.P. transferred all of its business to Lehman Maverick Advisors I LLC (LMAI), which included its assets and employees. On October 3, 2003, LMAI changed its name to Lehman Crossroads Investment Advisers, LP (LCIA), and on July 22, 2005, LCIA changed its name to Lehman Brothers Private Fund Advisers, LP (LBPFA). On May 4, 2009, the majority of the assets and all of the employees of LBPFA were transferred, through a series of transactions, to the Sub-Adviser. The PI is presented since January 1, 1987, which reflects the first full-year period for which the relevant Predecessor provided private equity fund of funds discretionary investment advice. The Sub-Adviser and its affiliates are the successor to all of the Predecessors operational assets and employed at the time of the succession substantially all of their key personnel, and the Sub-Adviser became either the adviser or sub-adviser to all then- existing NB Related Fund Accounts previously advised by the Predecessors. References to the Sub-Adviser include the Predecessors. Investment decisions for NB Related Fund Accounts are made by the Investment Committee on a majority vote basis. Any changes in personnel participating on the Investment Committee have occurred over a period of time and, with

B-3

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document TABLE OF CONTENTS respect to each Predecessor, the members of the Investment Committee at the time of the relevant succession continued to serve as members of the Investment Committee immediately following the succession. Consequently, the Sub-Adviser continues to determine its investment advice with respect to NB Related Fund Accounts through the same decision-making process that was utilized by each of the Predecessors. The Investment Committee currently consists of thirteen voting members. Indices. Each of the presented indices (the Indices) are unmanaged and have no expenses, and the investment attributes of the PI differ materially from those of the Indices, and therefore, NB Related Fund Accounts and the Indices should not be considered equivalent in respect of potential investment returns or risks. The Indices are presented to show general trends in the markets for the period or year presented. The Standard & Poors 500 Index is a basket of 500 widely-held stocks that is weighted by market value. The MSCI World Index is a free float-adjusted market capitalization weighted index that is designed to measure the equity market performance of developed markets. Returns for the public stock indices are based upon simple quarterly market price appreciation of an investment in the index beginning on December 31, 1986 (or other relevant period) calculated on an annualized basis. Public market returns, other than MSCI World, exclude all dividends including both payment of dividends to an investor in the index and reinvestment of dividends in the index. Public market returns for MSCI World include all dividend payments to an investor in the index and exclude reinvestment of dividends in the index. Returns for the public stock indices are calculated as follows: when a contribution is made by NB Private Equity to an underlying investment (the Investment), the same amount is represented as a negative cash flow (an outflow). The outflow purchases a number of hypothetical index shares at the price of the index on the date of the cash flow. When a distribution is made by an Investment to NB Private Equity, the hypothetical index shares are treated as sold, with the number of shares sold calculated as the percent of total Investment value that is distributed on that date multiplied by the number of index shares held on the date of the Distribution. A Distribution for that date is then calculated by taking the index shares sold on that date multiplied by the price of the index on that date. Thus, if 5% of the NAV is distributed by the Investment in a quarter, 5% of the hypothetical index shares are deemed sold. Since NAV is calculated at quarter end, the deemed NAV on any distribution date will be derived by assuming a level increase/decrease from the beginning of the quarter to the end of the quarter. The terminal NAV calculated at quarter end is estimated using the number of index shares deemed to be held by the Investment at quarter end, multiplied by the price of the index on the quarter end date.

B-4

PART C OTHER INFORMATION Part C of this Registration Statement should be read in conjunction with Parts A and B. Capitalized terms used in this Part C and not otherwise defined have the meanings given them in Parts A and B of this Registration Statement. ITEM 25. FINANCIAL STATEMENTS AND EXHIBITS (1) Financial Statements: Registrant has no assets and financial statements are omitted. (2) Exhibits: (a)(1) Certificate of Limited Partnership.(3) (a)(2) Limited Partnership Agreement.(1) (b) Not Applicable. (c) Not Applicable. (d) See Item 25(2)(a)(2). (e) Not Applicable. (f) Not Applicable. (g) Not Applicable. (h) Form of Placement Agency Agreement.(3) (i) Not Applicable. (j) Form of Custody Agreement.(1) (k)(1) Form of Administration and Accounting Services Agreement.(1) (k)(2) Form of Subscription Agreement(3) (l) Not Applicable. (m) Not Applicable. (n) Not Applicable. (o) Not Applicable. (p) Not Applicable. (q) Not Applicable. (r) Code of Ethics of Registrant and its Investment Adviser and Sub-Adviser.(3)

(1) Filed herewith. (2) To be filed by amendment. (3) Incorporated by reference to the corresponding exhibit of the Registrant’s Registration Statement on Form N-2 filed on April 26, 2019. ITEM 26. MARKETING ARRANGEMENTS Not Applicable. ITEM 27. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION Legal fees $ 150,000 Blue Sky fees $ 25,000 Printing $ 80,000 Miscellaneous $ 100,000 Total $ 355,000 Based on estimates for the Master Fund and each feeder fund, including the Fund.

C-1

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document TABLE OF CONTENTS ITEM 28. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL After completion of the private offering of Interests, the Registrant expects that no person will be directly or indirectly under common control with the Registrant, except that the Registrant may be deemed to be controlled by the Investment Adviser. Information regarding the ownership of the Investment Adviser is set forth in its Form ADV as filed with the SEC (File No. 801-61757). Information regarding the ownership of the Sub-Adviser is set forth in its Form ADV as filed with the SEC (File No. 801-70009). ITEM 29. NUMBER OF HOLDERS OF SECURITIES Set forth below is the number of record holders as of July 26, 2019, of each class of securities of the Registrant: Title of Class: Limited Partnership Interests Number of Record Holders: None ITEM 30. INDEMNIFICATION Registrants Partnership Agreement contains provisions limiting the liability, and providing for indemnification, of the Registrants Directors and officers under certain circumstances. The Registrant hereby undertakes that it will apply the indemnification provision of the Partnership Agreement in a manner consistent with Release 40-11330 of the Securities and Exchange Commission under the 1940 Act so long as the interpretation of Section 17(h) and 17(i) of the 1940 Act remains in effect. Registrant, in conjunction with the Investment Adviser and Registrants Board, maintains insurance on behalf of any person who is an Independent Director, officer, employee, or agent of Registrant, against certain liability asserted against him or her and incurred by him or her or arising out of his or her position. Registrant will not pay that portion of the premium, if any, for insurance to indemnify any such person for any act for which Registrant itself is not permitted to indemnify. ITEM 31. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER A description of any other business, profession, vocation, or employment of a substantial nature in which the investment adviser of the Registrant, and each member, director, executive officer, or partner of any such investment adviser, is or has been, at any time during the past two fiscal years, engaged in for his or her own account or in the capacity of member, trustee, officer, employee, partner or director, is set forth in the Offering Memorandum in the section entitled Management. ITEM 32. LOCATION OF ACCOUNTS AND RECORDS All applicable accounts, books and documents required to be maintained by the Registrant by Section 31(a) of the 1940 Act and the Rules promulgated thereunder are in the possession and custody of the Registrants administrator, UMB Fund Services, Inc., located at 235 W. Galena Street, Milwaukee, WI 53212, with the exception of certain documents which are in the possession and custody of the Investment Adviser, located at 1290 Avenue of the Americas, New York, NY 10104 and 53 State Street, 13th Floor, Boston, MA 02109. Registrant is informed that all applicable accounts, books and documents required to be maintained by registered investment advisers are in the custody and possession of the Investment Adviser. ITEM 33. MANAGEMENT SERVICES Not Applicable. ITEM 34. UNDERTAKINGS Not Applicable.

C-2

SIGNATURES Pursuant to the requirements of the Investment Company Act of 1940, the Registrant has duly caused this Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York and the State of New York on the 26th day of July, 2019. NB Crossroads Private Markets Fund VI Custody LP

By: NB Crossroads PMF VI GP LLC as its general partner

By: /s/ James Bowden Name: James Bowden Authorized Signatory

SIGNATURES Pursuant to the requirements of the Investment Company Act of 1940, NB Crossroads Private Markets Fund VI Holdings LP has duly caused this Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York and the State of New York on the 26th day of July, 2019. NB Crossroads Private Markets Fund VI Holdings LP

By: NB Crossroads PMF VI GP LLC as its general partner

By: /s/ James Bowden Name: James Bowden Authorized Signatory

Exhibits Index (a)(2) Limited Partnership Agreement (j) Form of Custody Agreement (k)(1) Form of Administration and Accounting Services Agreement

LIMITED PARTNERSHIP AGREEMENT

NB CROSSROADS PRIVATE MARKETS FUND VI CUSTODY LP

Page

ARTICLE I. DEFINITIONS 1

ARTICLE II. GENERAL PROVISIONS 6 2.1 Formation 6 2.2 Name 6 2.3 Purpose 6 2.4 Principal Place of Business 7 2.5 Registered Office and Registered Agent 7 2.6 Term 7 2.7 Title to Fund Property 7 2.8 No Liability of Limited Partners 7 2.9 Withholdings 7 2.10 Tax Classification 7

ARTICLE III. CAPITAL STRUCTURE AND MEETINGS 8 3.1 Limited Partners 8 3.2 Capital Structure 8 3.3 Changes to Capital Structure 8 3.4 No Management Responsibility 9 3.5 No Authority to Act 9 3.6 No Preemptive Rights 9 3.7 Redemption or Repurchase Rights 9 3.8 Limited Partner Meetings 9 3.9 Place of Limited Partners’ Meetings 9 3.10 Notice of Limited Partners’ Meetings 10 3.11 Waiver of Notice 10 3.12 Record Dates 10 3.13 Voting Record 11 3.14 Voting; Quorum of Limited Partners; Vote Required 11 3.15 No Consent Required 12 3.16 Limitations on Requirements for Consents 12 3.17 Informal Action by Limited Partners 13 3.18 Voting by Ballot 13 3.19 No Cumulative Voting 13 3.20 Representations and Warranties of Limited Partners; Indemnification 13

ARTICLE IV. MANAGEMENT OF FUND 15 4.1 Delegation to Board of Directors 15 4.2 Board of Directors 15 4.3 Resignation by a Director 16 4.4 Removal of a Director; Designation of a Successor Director 16 4.5 Incapacity of a Director 16 4.6 Continuation 17 4.7 Board of Directors Powers 17 4.8 Annual and other Regular Meetings of the Board of Directors 20

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 4.9 Special Meetings of the Board of Directors 20 4.10 Notice of Meetings of the Board of Directors 20 4.11 Quorum for Board of Directors Meetings 20 4.12 Manner of Acting for Board of Directors 20 4.13 Written Consent by Board of Directors 20 4.14 Participation by Electronic Means by Board of Directors 21 4.15 Committees of Directors 21 4.16 Director Presumption of Assent 21 4.17 Director Power to Bind Fund 21 4.18 Liability of the Directors 21 4.19 Reliance by Third Parties 21 4.20 Appointment of Auditors 21 4.21 Contracts with Affiliates 21 4.22 Obligations of the Directors 22 4.23 Other Business of Directors 22 4.24 Limitations on Board of Directors and Appropriate Officers 22

ARTICLE V. [Reserved] 22

ARTICLE VI. OFFICERS 22 6.1 Appropriate Officers 22 6.2 Election of Officers 23 6.3 Voting Securities Owned by the Fund 23 6.4 Chairman of the Board of Directors 23 6.5 President 24 6.6 Vice Presidents 24 6.7 Secretary 24 6.8 Treasurer 24 6.9 Assistant Secretaries 25 6.10 Assistant Treasurers 25 6.11 Other Officers 25

ARTICLE VII. CAPITAL COMMITMENTS AND CONTRIBUTIONS 25 7.1 Capital Commitments 25 7.2 Payments at Closings 26 7.3 Capital Contributions 26 7.4 Return of Capital 27 7.5 Recycling. 27 7.6 Liability of the Limited Partners and the Directors 27

ARTICLE VIII. DISTRIBUTIONS AND ALLOCATIONS 28 8.1 Percentage Interests 28 8.2 Distributions 28 8.3 Valuation 28

(ii)

ARTICLE IX. FUND EXPENSES 29 9.1 Fund Expenses 29

ARTICLE X. INDEMNIFICATION 30 10.1 Indemnification 30

ARTICLE XI. REPURCHASE OF INTERESTS; WITHDRAWALS OF LIMITED PARTNERS; 32 TRANSFERS OF INTERESTS 11.1 Repurchase of Interests 32 11.2 Withdrawals of Limited Partners 33 11.3 Transfers of Interests 34 11.4 Effect of Transfers 35 11.5 Transfer Indemnity 35 11.6 Substituted Limited Partners 35 11.7 Effect of Death, Etc 36

ARTICLE XII. ACCOUNTING 36 12.1 Books and Records 36 12.2 Annual Reports to Current Limited Partners 36 12.3 Filing of Tax Returns 37 12.4 Certain Tax Information 37 12.5 Determinations Binding 37

ARTICLE XIII. DISSOLUTION AND TERMINATION 37 13.1 Dissolution 37 13.2 Liquidation 38 13.3 Termination 38

ARTICLE XIV. POWER OF ATTORNEY 38 14.1 Power of Attorney 38 14.2 Irrevocability 39 14.3 Priority of Agreement 39 14.4 Exercise of Power 39

ARTICLE XV. MISCELLANEOUS 39 15.1 Amendments 39 15.2 Certificate of Limited Partnership 40 15.3 Delaware Law 40 15.4 Counterparts 40 15.5 Binding upon Successors and Assigns 40 15.6 Notices 40 15.7 Severability 41 15.8 Entire Agreement 41 15.9 Headings, Etc 41 15.10Waiver of Partition 41 15.11Survival of Certain Provisions 41 15.12Confidentiality 41

NB CROSSROADS PRIVATE MARKETS FUND VI CUSTODY LP

This LIMITED PARTNERSHIP AGREEMENT (this “Agreement”) of NB Crossroads Private Markets Fund VI Custody LP, a Delaware limited partnership (the “Fund”), is made as of the 25th day of April, 2019, by and among the NB Crossroads PMF VI GP LLC, as the General Partner and James Bowden, as the Organizational Limited Partner and each Person hereinafter admitted as a Limited Partner and has been executed for the purpose of providing for the operation of the Fund pursuant to the provisions of the Delaware Revised Uniform Limited Partnership Act.

Accordingly, in consideration of the mutual covenants contained herein, the Limited Partners agree as follows:

ARTICLE I.

DEFINITIONS

As used herein, the following terms shall have the following meanings and all such terms which relate to accounting matters shall be interpreted in accordance with generally accepted accounting principles in effect from time to time except as otherwise specifically provided herein:

“Act” means the Delaware Revised Uniform Limited Partnership Act, as from time to time amended.

“Additional Closing” shall have the meaning specified in Section 7.2(a) hereof.

“Additional Closing Dates” shall have the meaning specified in Section 7.2(a) hereof.

“Affiliate” shall have the meaning ascribed to such term in the Investment Company Act.

“Agreement” means this Limited Partnership Agreement of the Fund as originally executed and as amended, modified, supplemented or restated from time to time.

“Applicable Rate” shall mean a rate per annum equal, at the time of determination, to the sum of (i) the highest “prime rate” then published in the “Money Rates” section of The Wall Street Journal and (ii) two percent (2%).

“Appropriate Officer” shall mean an officer of the Fund appointed in accordance with Section 4.7(d) hereof who has not resigned, been removed or become incapacitated.

“Board of Directors” shall mean those natural persons who at any given time are serving as Directors of the Fund in accordance with this Agreement.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document “Business Day” shall mean any day except a Saturday, Sunday or other day on which commercial banks in New York City are authorized by law to be closed.

“Capital Commitment” shall have the meaning specified in Section 7.1 hereof.

“Capital Contribution” shall mean, with respect to any Limited Partner, the sum of the amount of cash and the fair market value of any other property contributed by such Limited Partner to the capital of the Fund pursuant to this Agreement.

“Cause” means willful or gross neglect of duties; committing fraud, misappropriation or embezzlement in the performance of duties on behalf of the Fund; conviction of a felony involving a crime of moral turpitude; or willfully engaging in conduct materially adverse to the Fund.

“Closing” shall have the meaning specified in Section 7.2(a) hereof.

“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time (or any corresponding provision of succeeding law).

“Confidential Information” shall have the meaning set forth in Section 15.12 hereof.

“Defaulting Limited Partner” shall have the meaning specified in Section 7.3(b) hereof.

“Director” shall mean a member of the Board of Directors of the Fund. Each Director shall be afforded the limitation of liability accorded to Directors hereunder.

“Disinterested Director” shall mean any member of the Board of Directors that is not an “interested person” of the Fund as such term is defined in the Investment Company Act, as the same may be amended from time to time.

“Fiscal Year” means the 12-month period ending on March 31, unless the Board of Directors shall designate another fiscal year for the Fund, or such other year permitted or required under the Code.

“40 Act Majority of Limited Partners” means the lesser of (a) the holders of 67% or more of the outstanding Interests present at a meeting of the Limited Partners at which a Majority in Interest of the Limited Partners is present in person or by proxy or (b) a Majority in Interest of the Limited Partners.

“Fund” means NB Crossroads Private Markets Fund VI Custody LP, a Delaware limited partnership.

“General Partner” means NB Crossroads PMF VI GP LLC, a Delaware limited liability company.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document “Incapacity” shall mean, as to any Person, the entry of an order for relief in a bankruptcy proceeding, entry of an order of incompetence or insanity or the death, dissolution or termination (other than by merger or consolidation), as the case may be, of such Person.

“Indemnified Liabilities” shall have the meaning specified in Section 10.1(a) hereof.

“Indemnified Person” shall have the meaning specified in Section 10.1(a) hereof.

“Initial Closing” shall have the meaning specified in Section 7.2(a) hereof.

“Interests” shall mean the limited partnership interests in the Fund issued pursuant to this Agreement.

“Investment Company Act” shall mean the Investment Company Act of 1940, as amended.

“Limited Partner” means any Person admitted to the Fund as a limited partner of the Fund pursuant to the provisions of this Agreement and named as a limited partner of the Fund in the books and records of the Fund, including any Person admitted as a Substituted Limited Partner, in such Person’s capacity as a limited partner of the Fund. “Limited Partners” means two or more Persons acting in their capacity as limited partners of the Fund.

“Majority in Interest of the Limited Partners” means Limited Partners who in the aggregate own more than 50% of the outstanding Interests.

“Master Fund” shall mean NB Crossroads Private Markets Fund VI Holdings LP, a Delaware limited partnership.

“Memorandum” shall mean that confidential private placement memorandum of the Fund, as amended and/or supplemented from time to time.

“Partners” shall mean the General Partner and the Limited Partners, collectively.

“Percentage Interest” has the meaning specified in Section 8.1 hereof.

“Person” means any natural person, individual, corporation, partnership, trust, estate, limited liability company, custodian, unincorporated organization or association or other entity.

“Subscription Agreement” shall mean the subscription agreement entered into by a Limited Partner to acquire an Interest.

“Substituted Limited Partner” means any Person admitted to the Fund as a Limited Partner pursuant to the provisions of Section 11.6 hereof and shown as a Limited Partner in the books and records of the Fund.

“Supermajority of Limited Partners” means Limited Partners who in the aggregate own more than 67% of the outstanding Interests.

“Transfer” shall have the meaning specified in Section 11.3(a) hereof.

“Treasury Regulations” shall mean the income tax regulations, including temporary regulations, promulgated under the Code, as the same may be amended hereafter from time to time (including corresponding provisions of succeeding income tax regulations).

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document “Underlying Funds” shall mean the private equity funds invested in by the Fund indirectly through its investment in the Master Fund, including investments in equity or debt securities of portfolio companies alongside Underlying Funds and other private equity firms.

ARTICLE II.

GENERAL PROVISIONS

2.1 Formation. The Fund was formed by the General Partner as a limited partnership under the Act by filing with the Secretary of the State of Delaware a Certificate of Limited Partnership on April 16, 2019. The Fund and the Limited Partners hereby discharge the organizer and Organizational Limited Partner of the Fund, and the organizer and Organizational Limited Partner shall be indemnified by the Fund and the Limited Partners from and against any expense or liability incurred by the organizer or Organizational Limited Partner by reason of having been the organizer or Organizational Limited Partner of the Fund. Except as expressly provided herein to the contrary, the rights and obligations of the Limited Partners and the administration and termination of the Fund shall be governed by the Act. The Organizational Limited Partner shall withdraw from the Fund immediately preceding the commencement of operations of the Fund and shall be entitled to the return of his Capital Contribution, if any, without interest or deduction, and shall have no further right, interest or obligation of any kind whatsoever as a limited partner of the Fund.

2.2 Name. The name of the Fund is “NB Crossroads Private Markets Fund VI Custody LP.” The name of the Fund may be changed from time to time by the Board of Directors in its sole discretion.

2.3 Purpose. The purposes of the Fund are to identify, acquire, hold, manage and dispose of interests in Underlying Funds and other investments indirectly through its investment in the Master Fund, in accordance with the terms of this Agreement and the Memorandum and to engage in any other activities which may be directly or indirectly related or incidental thereto or for the furtherance or accomplishment of the preceding purposes or of any other purpose permitted by the Act and the Investment Company Act. The Fund shall have all power and authority to enter into, make and perform all contracts and other undertakings and to engage in all activities and transactions and take any and all actions necessary, appropriate, desirable, incidental or convenient to or for the furtherance or accomplishment of the above purposes or of any other purpose permitted by the Act and the Investment Company Act or the furtherance of any of the provisions herein set forth and to do every other act and thing incidental thereto or connected therewith, including, without limitation, investing the funds of the Fund pending their utilization or disbursement, and any and all of the other powers that may be exercised on behalf of the Fund by the General Partner pursuant to this Agreement. The Fund shall not be limited as to the number or types of Underlying Funds, or the amount invested in particular Underlying Funds, and may invest within and outside the United States without restriction. The Fund may, in the sole and absolute discretion of the General Partner, invest all or substantially all of the Fund’s assets in the Master Fund.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 2.4 Principal Place of Business. The Fund shall maintain its office and principal place of business at, and its business shall be conducted from, 325 North Saint Paul Street, 49th Floor, Dallas, Texas 75201 or such place or places inside or outside the United States as the General Partner may determine.

2.5 Registered Office and Registered Agent. The address of the Fund’s registered office and registered agent for service of process in the State of Delaware is Universal Registered Agents, Inc., 12 Timber Creek Lane, Newark, Delaware 19711. The address of the Fund’s registered office and registered agent for service of process in the State of Delaware of the Fund may be changed from time to time by the General Partner.

2.6 Term. The term of the Fund commenced upon the date of the filing of the Certificate of Limited Partnership with the office of the Secretary of State of the State of Delaware and shall continue until the earlier of December 31 following the tenth anniversary of the Initial Closing, or the dissolution prior thereto pursuant to the provisions hereof; provided, however, that the Board of Directors may extend the time of termination and dissolution beyond the December 31 following the tenth anniversary of the Initial Closing (i) for up to two successive periods of up to one year per extension in the sole discretion of the Board of Directors and without the approval of the Limited Partners, and thereafter, (ii) for such further period as may be necessary to permit the Fund’s orderly liquidation, with the approval of the Limited Partners, by the vote of a Majority in Interests of the Limited Partners.

2.7 Title to Fund Property. All property owned by the Fund, whether real or personal, tangible or intangible, shall be owned by the Fund as an entity, and no Limited Partner, General Partner or Director individually, shall have title to or any interest in such property.

2.8 No Liability of Limited Partners. All debts, obligations and liabilities of the Fund, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Fund, and no Limited Partner shall be obligated personally for any such debt, obligation or liability of the Fund solely by reason of being a Limited Partner.

2.9 Withholdings. If the Fund is required by law to withhold any amounts on a distribution or other payment to a Limited Partner (including any payment of federal, state, local or foreign withholding taxes), then the General Partner shall withhold any such amounts required by applicable law. Any such withheld amounts shall be treated as having been paid to such Limited Partner.

2.10 Tax Classification. The Fund has made an election to be treated as a regulated investment company for U.S. federal income tax purposes. The General Partner shall have the power to change the Fund’s U.S. federal income tax classification, including to revoke its election to be taxed as a regulated investment company at any time.

CAPITAL STRUCTURE AND MEETINGS

3.1 Limited Partners. The name, address and the amount of the initial Capital Contribution of each Limited Partner shall be recorded on the books and records of the Fund upon acceptance as a contribution to the capital of the Fund. From time to time, the books and records of the Fund shall be amended to reflect the name, address and Capital Contribution of each Limited Partner (including, as permitted by this Agreement, adding the name, address and Capital Contribution of each additional Limited Partner who is admitted or becomes a Substituted Limited Partner pursuant to a Transfer of Interests and deleting the name, address and Capital Contribution of Persons ceasing to be Limited Partners). The Limited Partners shall have the management and voting rights set forth in this Agreement and provided under the Act and the Investment Company Act to any distributions as may be authorized and set forth under this Agreement and under the Act.

3.2 Capital Structure.

(a) Subject to the terms of this Agreement, the Fund is authorized to issue limited partnership interests in the Fund designated as “Interests,” which shall constitute an unlimited amount of limited partnership interests under the Act. Other than as set forth in this Agreement, each Interest shall be identical in all respects with each other Interest. The relative rights, powers, preferences, duties, liabilities and obligations of Limited Partners shall be as set forth herein.

(b) The Fund shall issue Interests to any Person at the net asset value of the Fund as calculated in accordance with the Fund’s valuation procedures adopted by the Board of Directors and in exchange for either capital contributions or the provision of property, services or otherwise, as may be determined by the Board of Directors. The Interests issued to Limited Partners shall be listed in the limited partnership records of the Fund, which shall be amended from time to time by the Fund as required to reflect issuances of Interests to new Limited Partners, changes in the value of Interests held by Limited Partners and to reflect the addition or cessation of Limited Partners. The Interest held by each Limited Partner shall not be affected by any issuance by the Fund of Interests to other Limited Partners. Subject to the requirements of the Investment Company Act, the Fund is authorized to issue options or warrants to purchase Interests and other securities convertible, exchangeable or exercisable for Interests, on such terms as may be determined by the Board of Directors or a duly authorized committee thereof.

(c) Unless otherwise determined by the Board of Directors in its sole discretion, the issued and outstanding Interests shall not be represented by certificates.

3.3 Changes to Capital Structure. Additional Persons may be admitted as Limited Partners, and additional Interests may be created and issued from time to time: the terms of admission or issuance may provide for the creation of different classes, groups or series of limited partnership interests having different rights, powers and duties, which rights, powers and duties may be senior, pari passu or junior to the rights, powers and duties of the Interests, as determined by the Board of Directors. Any creation of any new class, group or series of limited partnership interests or other equity interests shall be reflected in a supplemental exhibit to this Agreement indicating such rights, powers and duties.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 3.4 No Management Responsibility. No Limited Partner, in such capacity, shall participate in the management or control of the business of or transact any business for the Fund, but may exercise the voting rights and powers of a Limited Partner set forth in this Agreement. All management responsibility is vested in the General Partner or any person delegated such responsibility. The Limited Partners hereby consent to the taking of any action by the General Partner and Appropriate Officers contemplated under this Agreement or otherwise permitted under the Act.

3.5 No Authority to Act. No Limited Partner, in such capacity, shall have the power to represent, act for, sign for, or bind the Fund, except for the General Partner to the extent expressly set forth herein. All authority to act on behalf of the Fund is vested in the General Partner. The Limited Partners consent to the exercise by the General Partner of the powers conferred on them under this Agreement or otherwise permitted under the Act.

3.6 No Preemptive Rights. Holders of Interests will have no preemptive rights with respect to the issuance of any limited partnership or other equity interest in the Fund or any other securities of the Fund convertible into, or carrying rights or options to purchase any such limited partnership or other equity interest.

3.7 Redemption or Repurchase Rights. Except as otherwise provided in this Agreement, the Fund shall not redeem or repurchase any Limited Partner’s Interest and no Limited Partner shall have the right to withdraw from the Fund or to receive any return of any Capital Contribution.

3.8 Limited Partner Meetings. Unless required by the Act or other applicable law, the Fund is not required to hold annual or other regular meetings of Limited Partners. Special meetings of the Limited Partners may be called to consider any matter requiring the consent of all or any of the Limited Partners pursuant to this Agreement and as otherwise determined by the Board of Directors. Special meetings of the Limited Partners may be called by the Board of Directors or by a Supermajority of Limited Partners.

3.9 Place of Limited Partners’ Meetings. The Board of Directors may designate any place, either within or outside of the State of Delaware, as the place of meeting for any annual meeting or for any special meeting called by the Directors. If no designation is made, the place of meeting shall be the principal executive offices of the Fund. Limited Partners may participate in a meeting in person, by proxy or by means of a conference telephone or similar communications equipment by which all persons participating in the meeting can hear and speak to each other at the same time, and any such participation in a meeting shall constitute presence in person of such Limited Partner at such meeting.

(a) Written notice stating the place, day and hour of the meeting and, in case of a special meeting, the purpose for which the meeting is called shall be delivered not less than ten days nor more than 90 days before the date of the meeting, either personally, by facsimile, electronic mail or by postal mail, by or at the direction of the Board of Directors or Limited Partners calling the meeting to each Limited Partner of record entitled to vote at such meeting.

(b) Notice to Limited Partners, if mailed by post, shall be deemed delivered as to any Limited Partner when deposited in the United States mail, addressed to the Limited Partner, with postage prepaid, but, if two successive letters mailed to the last-known address of any Limited Partner are returned as undeliverable, no further notices to such Limited Partner shall be necessary until another address for such Limited Partner is made known to the Fund. Notice to Limited Partners, if by facsimile or by electronic mail, shall be deemed delivered upon receipt of a confirmation of transmission when delivered.

(c) At an adjourned meeting, the Fund may transact any business which might have been transacted at the original meeting without additional notice.

3.11 Waiver of Notice.

(a) When any notice is required to be given to any Limited Partner of the Fund under the provisions of this Agreement, a waiver thereof in writing signed by the Person entitled to such notice, whether before, at, or after the time stated therein, shall be equivalent to the giving of such notice.

(b) By attending a meeting, a Limited Partner:

(i) Waives objection to lack of notice or defective notice of such meeting unless the Limited Partner, at the beginning of the meeting, objects to the holding of the meeting or the transacting of business at the meeting; and

(ii) Waives objection to consideration at such meeting of a particular matter not within the purpose or purposes described in the meeting notice unless the Limited Partner objects to considering the matter when it is presented.

3.12 Record Dates. For the purpose of determining the Limited Partners who are entitled to vote or act at any meeting or any adjournment thereof, or who are entitled to participate in any distribution, or for the purpose of any other action, the Directors may fix a date and time not more than 90 days prior to the date of any meeting of Limited Partners or other action as the date and time of record for the determination of Limited Partners entitled to vote at such meeting or any adjournment thereof or to be treated as Limited Partners of record for purposes of such other action, and any Limited Partner who was a Limited Partner at the date and time so fixed shall be entitled to vote at such meeting or any adjournment thereof or to be treated as a Limited Partner of record for purposes of such other action, even though he has since that date and time disposed of his Interest, and no Limited Partner becoming such after that date and time shall be so entitled to vote at such meeting or any adjournment thereof or to be treated as a Limited Partner of record for purposes of such other action.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 3.13 Voting Record. The Person having charge of the limited partnership records of the Fund shall make, at least two days before such meeting of Limited Partners, a complete record of the Limited Partners entitled to vote at each meeting of Limited Partners or any adjournment thereof, with the address of each. The record, for a period of two days prior to such meeting, shall be kept on file at the principal executive offices of the Fund, and shall be subject to inspection by any Limited Partner for any proper purpose germane to the meeting at any time during usual business hours; provided, however, that such Limited Partner shall have made a demand to view such records not less than five business days after receipt of notice of such meeting, properly delivered to the Fund and setting forth in reasonable detail the purpose for which such Limited Partner desires to view such information. The original limited partnership records shall be the prima facie evidence as to who are the Limited Partners entitled to examine the record or transfer books or to vote at any meeting of Limited Partners.

3.14 Voting; Quorum of Limited Partners; Vote Required. Except as otherwise set forth herein, each Limited Partner shall be entitled to vote its Interest upon all matters upon which Limited Partners have the right to vote based upon the Limited Partner’s Percentage Interest as of the applicable record date. The presence, in person or by proxy, of Limited Partners owning more than 33-1/3% of the Interests at the applicable record date for the action to be taken constitutes a quorum for the transaction of business. If a quorum is present, the affirmative vote, in person or by proxy, of the owners of more than 50% of the Interests then outstanding and represented in person or by proxy at the meeting and entitled to vote on the subject matter shall be the act of the Limited Partners, unless the vote of a greater proportion or number or voting by classes is required by the Act, the Investment Company Act or this Agreement. If a quorum is not represented at any meeting of the Limited Partners, such meeting may be adjourned by an Appropriate Officer or the Directors.

The Limited Partners shall have the following voting rights:

(a) to the extent required by the Investment Company Act or as otherwise provided for herein, the right to elect members of the Board of Directors by the Majority In Interest of the Limited Partners;

(b) as provided herein, the right to remove Directors for Cause by the affirmative vote of a Supermajority of Limited Partners at a meeting of Limited Partners duly called for such purpose;

(c) to the extent required by the Investment Company Act, the right to approve any proposed investment advisory agreement or to disapprove and terminate any such existing agreement by the affirmative vote of a 40 Act Majority of Limited Partners; provided, however, in the case of approval that such agreement is also approved by a majority of Directors who are not parties to such contract or “interested persons” of any such party as such term is defined in the Investment Company Act, as the same may be amended from time to time;

(d) to the extent required by the Investment Company Act, the right to ratify the appointment of the independent accountants of the Fund by the affirmative vote of more than 50% of the Interests then outstanding and represented in person or by proxy at the meeting and entitled to vote; provided, however, that such appointment is approved by a majority of the Disinterested Directors;

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (e) to the extent required by the Investment Company Act, the right to terminate the Fund’s independent accountants by the affirmative vote of a 40 Act Majority of Limited Partners;

(f) to the extent provided in Section 2.6 hereof, the right to approve the extension of the time of termination and dissolution of the Fund by the affirmative vote of a Majority in Interest of the Limited Partners;

(g) to the extent required by the Investment Company Act, the right to consent to the dissolution of the Fund pursuant to Section 13.1 hereof by the affirmative vote of the Majority In Interest of the Limited Partners;

(h) to the extent required by Section 13.2 hereof, the selection of a liquidator by the affirmative vote of a Majority in Interest of the Limited Partners;

(i) to the extent required by Section 15.1 hereof, the right to approve certain amendments to this Agreement by the affirmative vote of a Majority in Interest of the Limited Partners; and

(j) so long as the Fund is subject to the provisions of the Investment Company Act, the right to approve any other matters that the Investment Company Act requires to be approved by the Limited Partners by the affirmative vote of Limited Partners as specified in the Investment Company Act.

3.15 No Consent Required. Notwithstanding the foregoing, no vote, approvals, or other consent shall be required of the Limited Partners to amend this Agreement in any of the following respects: (i) to reflect any change in the amount or character of the Capital Commitment or Capital Contribution of any Limited Partner; (ii) to admit an additional Limited Partner or a Substituted Limited Partner or withdraw a Limited Partner in accordance with the terms of this Agreement; (iii) to correct any false or erroneous statement, or to make a change in any statement in order that such statement shall accurately represent the agreement among the Limited Partners in this Agreement; (iv) to reflect any change that is necessary to qualify the Fund as a limited partnership under the laws of any state; (v) to reflect any change in the name or principal place of business of the Fund; (vi) to make any other change or amendment that does not require the vote, approval or consent of Limited Partners under the Investment Company Act, the Act or expressly hereunder, provided that such change or amendment has been approved by a majority of the Board of Directors and a majority of the Disinterested Directors.

3.16 Limitations on Requirements for Consents. Notwithstanding any other provisions of this Agreement, but subject to the requirements of the Investment Company Act, in the event that counsel for the Fund or counsel designated by Limited Partners holding not less than 10% of the Interests owned by all Limited Partners shall have delivered to the Fund an opinion to the effect that either the existence of a particular consent right or particular consent rights, or the exercise thereof, will violate the provisions of the Act or the laws of the other jurisdictions in which the Fund is then formed or qualified, will adversely affect the limited liability of the Limited Partners, or will adversely affect the classification of the Fund as a partnership for federal or state income tax purposes, then notwithstanding the other provisions of this Agreement, the Limited Partners shall no longer have such right, or shall not be entitled to exercise such right in the instant case, as the case may be.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 3.17 Informal Action by Limited Partners. Any action that may be taken by Limited Partners at a meeting of Limited Partners may be taken without a meeting without prior notice and without a vote if consent in writing setting forth the action to be taken is signed by the Limited Partners holding not less than the minimum percentage of Interests that would be necessary to authorize or take such action at a meeting at which all the Limited Partners were present and voted, with prompt written notice thereof delivered to all Limited Partners. Written consent by the Limited Partners has the same force and effect as a vote of such Limited Partners held at a duly held meeting of the Limited Partners and may be stated as such in any document.

3.18 Voting by Ballot. Voting on any question or in any election may be by voice vote unless the presiding officer shall order or any Limited Partner shall demand that voting be by ballot.

3.19 No Cumulative Voting. No Limited Partners shall be entitled to cumulative voting in any circumstance.

3.20 Representations and Warranties of Limited Partners; Indemnification.

(a) Each Limited Partner hereby represents and warrants to the Fund and each other Limited Partner as follows:

(i) In each case to the extent applicable, such Limited Partner is duly incorporated or organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization and has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder. All requisite actions necessary for the due authorization, execution, delivery and performance of this Agreement by such Limited Partner have been duly taken.

(ii) Such Limited Partner has duly executed and delivered this Agreement. This Agreement constitutes a valid and binding obligation of such Limited Partner enforceable against such Limited Partner in accordance with its terms (except as may be limited by bankruptcy, insolvency, or similar laws of general application and by the effect of general principles of equity, regardless of whether considered at law or in equity).

(iii) Such Limited Partner’s authorization, execution, delivery and performance of this Agreement does not and will not (i) conflict with, or result in a breach, default or violation of (A) to the extent applicable, the certificate or articles of incorporation, by-laws or other organizational documents of such Limited Partner, (B) any material contract or agreement to which that Limited Partner is a party or is otherwise subject, or (C) any law, order, judgment, decree, writ, injunction or arbitration award to which that Limited Partner is subject; or (ii) require any consent, approval, or authorization from filing, or registration with or notice to, any governmental authority or other Person, other than those that have already been obtained.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (iv) Such Limited Partner is familiar with the proposed business, financial condition, properties, operations and prospects of the Fund and the Master Fund, and has asked such questions and conducted such due diligence concerning such matters and concerning its acquisition of any Interest as it has desired to ask and conduct, and all such questions have been answered to its full satisfaction. Such Limited Partner has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in the Fund. Such Limited Partner understands that owning an Interest involves various risks, including the restrictions on transferability set forth in this Agreement, lack of any public market for such Interest, the risk of owning its Interest for an indefinite period of time and the risk of losing its entire investment in the Fund. Such Limited Partner is able to bear the economic risk of such investment; is acquiring its Interest for investment and solely for its own beneficial account and not with a view to or any present intention of directly or indirectly selling, transferring, offering to sell or transfer, participating in any distribution or otherwise disposing of all or a portion of its Interest.

(b) Each Limited Partner hereby indemnifies the Fund, the Master Fund, the General Partner and their respective Affiliates from and against and agrees to hold the Fund, the Master Fund, the General Partner and their respective Affiliates free and harmless from any and all claims, losses, damages, liabilities, judgments, fines, settlements, compromises, awards, costs, expenses or other amounts (including without limitation any attorney fees, expert witness fees or related costs) arising out of or otherwise related to a breach of any of the representations and warranties of such Limited Partner as set forth in this Section 3.20.

(c) Such Limited Partner shall not transfer, sell, or offer to sell such Limited Partner’s Interest without compliance with the conditions and provisions of this Agreement;

(d) If such Limited Partner assigns all or any part of such Limited Partner’s Interest, then until such time as one or more assignees thereof are admitted to the Fund as a Substituted Limited Partner with respect to the Interest so assigned, the matters to which any holder thereof would covenant and agree if such holder were to execute this Agreement as a Limited Partner shall be and remain true; and

(e) Such Limited Partner shall notify the Fund immediately if any representations or warranties made herein or in any Subscription Agreement should be or become untrue.

MANAGEMENT OF FUND

4.1 Delegation to Board of Directors. The General Partner hereby irrevocably delegates to the Board of Directors, except for the right to execute documents on behalf of the Fund and to bind the Fund and except to the extent any such delegation is not permitted under the Act and so long as the Fund shall have Directors, their rights and powers to control the management and policies of the Fund, including the complete authority to oversee and to establish policies regarding the management, conduct and operation of the Fund’s business, and to do all things necessary and proper to carry out the objective and business of the Fund. The parties hereto intend that, to the fullest extent permitted by law and except to the extent otherwise expressly provided herein, (i) each Director shall be vested with the same powers and authority on behalf of the Fund as are customarily vested in each director of a Delaware corporation and (ii) each Disinterested Director shall be vested with the same powers and authority on behalf of the Fund as are customarily vested in each director of a closed-end management investment company registered under the Investment Company Act that is organized as a Delaware corporation who is not an “interested person” of such company as such term is defined in the Investment Company Act. During any period in which the Fund shall have no Directors, the General Partner shall manage and control the Fund. Each Director shall be the agent of the General Partner but shall not, for any purpose, be a Partner. The General Partner retains only those rights, powers and duties that have not been delegated hereunder. Notwithstanding the foregoing delegation, the General Partner will not cease to be the general partner of the Fund and will continue to be liable as such; provided, however, that if Neuberger Berman Investment Advisers LLC resigns as investment adviser to the Master Fund or is otherwise no longer serving as the investment adviser to the Master Fund, the General Partner will resign promptly as the general partner of the Fund and the Board of Directors will select a successor general partner of the Fund. Notwithstanding anything to the contrary contained herein, in no event shall a Director be considered a general partner of the Fund by agreement, estoppel or otherwise as a result of the performance of his or her duties hereunder or otherwise. The Directors will not contribute to the capital of the Fund and will not have partnership interests in the Fund.

4.2 Board of Directors. The maximum number of Directors shall initially be set at six, and may be increased or decreased by action of the Board of Directors provided that at no time shall the number of Directors be set at less than three or more than ten. The Directors shall be set forth in Schedule A hereto or in the official records of the Fund. The Directors shall hold office until their successors are approved and elected, unless they are sooner removed pursuant to Section 4.4 hereof, or sooner resign pursuant to Section 4.3 hereof or sooner are incapacitated pursuant to Section 4.5 hereof, as the case may be. Directors may succeed themselves in office. No reduction in the number of Directors shall have the effect of removing any Director from office unless specially removed pursuant to Section 4.4 hereof at the time of such decrease. Subject to the requirements of the Investment Company Act, the Board of Directors may designate successors to fill vacancies created by an authorized increase in the number of Directors, the resignation of a Director pursuant to Section 4.3 hereof, the removal of a member of the Board of Directors pursuant to Section 4.4 hereof or the incapacity of a Director pursuant to Section 4.5 hereof. In the event that no Directors remain, the General Partner shall continue the business of the Fund and shall perform all duties of the Directors under this Agreement and shall as soon as practicable call a special meeting of Limited Partners for the purpose of approving and electing Directors. When Directors are subject to election by Limited Partners, Directors are elected by a plurality of the Interests voting at the meeting. Directors may, but need not be, admitted to the Fund as Limited Partners to act in their capacity as Directors.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 4.3 Resignation by a Director. A Director may voluntarily resign from the Board of Directors upon the giving of notice thereof to the Fund, such resignation to take effect upon receipt of such notice by the Fund or such later date as set forth in such notice.

4.4 Removal of a Director; Designation of a Successor Director.

(a) Any Director may be removed either: (i) for Cause by the action of at least two-thirds of the remaining Directors; (ii) by failure to be re-elected by the Limited Partners at a meeting of Limited Partners duly called by the Directors for such purpose; or (iii) for Cause by the affirmative vote of a Supermajority of Limited Partners. In addition to the foregoing, a Director who is not a Disinterested Director may be removed by a majority of the remaining Directors in the event such Director is no longer an employee or officer of the General Partner or an Affiliate thereof. The removal of a Director shall in no way derogate from any rights or powers of such Director, or the exercise thereof, or the validity of any actions taken pursuant thereto, prior to the date of such removal.

(b) The remaining Directors shall designate a successor Director to fill any vacancy existing in the number of Directors fixed pursuant to Section 4.2 hereof resulting from removal of a Director; provided, however, that in the case of a Disinterested Director, only the remaining Disinterested Directors may designate a successor Disinterested Director. Any such successor Director shall hold office until his or her successor has been approved and duly elected.

(c) Any removal of a Director shall not affect any rights or liabilities of the removed Director that matured prior to such removal.

4.5 Incapacity of a Director.

(a) In the event of the Incapacity of a Director, the business of the Fund shall be continued by the remaining Directors. The remaining Directors shall, within 90 days, call a meeting of the Board of Directors for the purpose of designating a successor Director. Any such successor Director shall hold such office until his or her successor has been approved and elected by the Limited Partners. The Directors shall make such amendments to the certificate of formation and execute and file for recordation such amendments or other documents or instruments as are necessary and required by the Act or this Agreement to reflect the fact that such Incapacitated Director has ceased to be a Director and the appointment of such successor Director.

(b) In the event of the Incapacity of all Directors, an Appropriate Officer shall as promptly as practicable convene a meeting of Limited Partners for the purpose of electing new Directors nominated by the General Partner. Upon the Incapacity of a Director, the Director shall immediately cease to be a Director.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (c) Any such termination of a Director shall not affect any rights or liabilities of the Incapacitated Director that matured prior to such Incapacity.

4.6 Continuation. In the event of the withdrawal, removal, Incapacity or retirement of a Director, the Fund shall not be dissolved and the business of the Fund shall be continued by the remaining Directors.

4.7 Board of Directors Powers. Subject to the terms hereof, the Board of Directors shall have full and complete discretion in the management and control of the affairs of the Fund, shall make all decisions affecting Fund affairs and shall have all of the rights, powers and obligations of a General Partner under the Act and otherwise as provided by law. The Board of Directors shall provide overall guidance and supervision with respect to the operations of the Fund, shall perform all duties imposed on the directors of registered investment companies by the Investment Company Act, and shall monitor the activities of the Appropriate Officers, the General Partner and any administrator to the Fund and distributor of the Fund’s securities. Except as otherwise expressly provided in this Agreement, the Board of Directors is hereby granted the right, power and authority to do on behalf of the Fund all things which, in its sole judgment, are necessary or appropriate to manage the Fund’s affairs and fulfill the purposes of the Fund. Any determination as to what is in the interests of the Fund made by the Directors in good faith shall be conclusive. In construing the provisions of this Agreement, the presumption shall be in the favor of a grant of power to the Directors. The powers of the Directors include, by way of illustration and not by way of limitation, the power and authority from time to time to do the following:

(a) invest all or substantially all of the Fund’s assets in the Master Fund;

(b) incur all expenses permitted by this Agreement;

(d) appoint and dismiss (i) Appropriate Officers to serve as officers of the Fund with such powers and authority as may be provided to such Persons by the Board of Directors or by this Agreement;

(e) employ and dismiss from employment such agents, employees, managers, advisers, accountants, attorneys, consultants and other Persons necessary or appropriate to carry out the business and affairs of the Fund, whether or not any such Persons so employed are affiliated persons of any Director, and to pay such compensation to such Persons as is competitive with the compensation paid to unaffiliated Persons in the area for similar services;

(f) subject to the indemnification provisions in this Agreement and under applicable law, pay, extend, renew, modify, adjust, submit to arbitration, prosecute, defend or settle, upon such terms it deems sufficient, any obligation, suit, liability, cause of action or claim, including tax audits, either in favor of or against the Fund;

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (g) enter into any placement agent agreements and escrow agreements with respect to the sale of Interests; borrow money and issue multiple classes of senior indebtedness or a single class of interests senior to the Interests to the extent permitted by the Investment Company Act and repay, in whole or in part, any such borrowing or indebtedness and repurchase or retire, in whole or in part, any such interests senior to the Interests; and in connection with such loans or senior instruments, to mortgage, pledge, assign or otherwise encumber any or all properties or assets owned by the Fund, including any income therefrom, to secure such borrowing or provide repayment thereof;

(h) establish and maintain accounts with financial institutions, including federal or state banks, brokerage firms, trust companies, savings and loan institutions or money market funds;

(i) make temporary investments of Fund capital in short-term investments;

(j) establish valuation principles and periodically apply such principles to the Fund’s investment portfolio;

(k) to the extent permitted by the Investment Company Act, designate and appoint one or more agents for the Fund who shall have such authority as may be conferred upon them by the Board of Directors and who may perform any of the duties of, and exercise any of the powers and authority conferred upon, the Board of Directors hereunder including, but not limited to, designation of one or more agents as authorized signatories on any bank accounts maintained by the Fund;

(l) prosecute, protect, defend, or cause to be protected and defended, or abandon, any patents, patent rights, copyrights, trade names, trademarks and service marks, and any applications with respect thereto, that may be held by the Fund;

(m) take all reasonable and necessary actions to protect the secrecy of and the proprietary rights with respect to any know-how, trade secrets, secret processes or other proprietary information and to prosecute and defend all rights of the Fund in connection therewith;

(n) subject to the other provisions of this Agreement, to enter into, make and perform such contracts, agreements, and other undertakings, and to do such other acts, as it may deem necessary or advisable for, or as may be incidental to, the conduct of the business contemplated by this Agreement, including, without in any manner limiting the generality of the foregoing, contracts, agreements, undertakings, and transactions with any Limited Partner, Director, Appropriate Officer or General Partner or with any other person, firm, or corporation having any business, financial, or other relationship with any Limited Partner, Director, Appropriate Officer or General Partner, provided, however, such transactions with such Persons and entities (i) shall only be entered into to the extent permitted under the Investment Company Act and (ii) shall be on terms no less favorable to the Fund than are generally afforded to unrelated third parties in comparable transactions;

(p) purchase and maintain, at the Fund’s expense, liability and other insurance to protect the Fund’s assets from third party claims; and cause the Fund to purchase or bear the cost of any insurance covering any potential liabilities of the Limited Partners, Directors, Appropriate Officers, General Partner or agents of the Fund, or officers, employees, directors, members or partners of the General Partner or any agent of the Fund;

(q) cause to be paid any and all taxes, charges and assessments that may be levied, assessed or imposed upon any of the assets of the Fund;

(r) make or cause to be made any election on behalf of the Fund under the Code and other tax laws and supervise the preparation and filing of all tax and information returns that the Fund may be required to file;

(s) take any action that may be necessary or appropriate for the continuation of the Fund’s valid existence as a limited partnership under the laws of the State of Delaware and of each other jurisdiction in which such existence is necessary to protect the limited liability of the Limited Partners or to enable the Fund to conduct the business in which it is engaged;

(t) admit Limited Partners to the Fund in accordance with Section 7.1 hereof; admit an assignee of a Limited Partner’s Interest to be a Substituted Limited Partner in the Fund, pursuant to and subject to the terms of Section 11.6 hereof, without the consent of any Limited Partner; admit additional Persons as limited partners by creating and issuing Interests or other equity interests from time to time with terms of admission or issuance providing for the creation of different classes, groups or series of limited partnership interests having different rights, powers and duties, which rights, powers and duties may be senior, pari passu or junior to the rights, powers and duties of the Interests, as determined by the Board of Directors without the consent of Limited Partners and as permitted under the Act;

(u) value the assets of the Fund from time to time pursuant to and consistent with the policies of the Fund with respect thereto as in effect from time to time;

(v) borrow money or otherwise incur indebtedness primarily for working capital needs, such as bridging capital calls (i.e., satisfy the Fund’s capital calls in an effort to reduce the number of capital calls from Limited Partners) subject to the provisions of applicable law, including the Investment Company Act and the Agreement but not for investment leverage purposes; each Limited Partner expressly agrees that any such borrowing may be secured by the assets of the Fund including the Capital Commitments of the Limited Partners;

(w) delegate all or any portion of its rights, powers and authority to any committee or subset of the Board of Directors, or to the General Partner, Appropriate Officer or agent of the Fund or of any such Person, subject to the control and supervision of the Directors; and

(x) perform all normal business functions, and otherwise operate and manage the business and affairs of the Fund, in accordance with and as limited by this Agreement.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 4.8 Annual and other Regular Meetings of the Board of Directors. An annual meeting of the Board of Directors may be held without notice other than this provision. The Board of Directors may provide, by resolution, the time and place, either within or without the State of Delaware, for the holding of an annual meeting and any additional regular meetings without notice other than such resolution.

4.9 Special Meetings of the Board of Directors. Special meetings of the Board of Directors may be called by an Appropriate Officer or the Chairman of the Board of Directors, or, if no such Chairman exists, at the request of any two Directors. The person or persons authorized to call special meetings of the Board of Directors may fix any place, either within or without the State of Delaware, as the place for holding any special meeting of the Board of Directors called by them.

4.10 Notice of Meetings of the Board of Directors. Written notice of any meeting of the Board of Directors shall be given as follows:

(a) By mail to each Director at the Director’s mailing address at least five Business Days prior to the meeting; or

(b) By personal delivery, e-mail or facsimile transmission at least three Business Days prior to the meeting to each Director.

If mailed by post, such notice shall be deemed to be delivered when deposited in the United States mail, so addressed, with postage thereon prepaid. If notice be given by e-mail or facsimile transmission such notice shall be deemed to be delivered when the e-mail or facsimile transmission is transmitted by the sender.

(c) Any Director may waive notice of any meeting. The attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.

4.11 Quorum for Board of Directors Meetings. A majority of the number of Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but if less than such majority is present at a meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice.

4.12 Manner of Acting for Board of Directors. Except as otherwise required by the Act, the Investment Company Act or this Agreement the act of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. Each Director shall be entitled to one vote upon all matters submitted to the Board of Directors.

4.13 Written Consent by Board of Directors. Unless otherwise required by the Investment Company Act, any action required or permitted to be taken at any meeting of the Board of Directors or by a committee thereof may be taken without a meeting, without prior notice and without a vote if the members of the Board of Directors or such committee that would be required to approve such action at a meeting consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors or such committee.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 4.14 Participation by Electronic Means by Board of Directors. Any Director may participate in a meeting of the Board of Directors or any committee thereof in person or by means of conference telephone or similar communications equipment by which all persons participating in the meeting can hear and speak to each other at the same time. Except for purposes of the Investment Company Act, such participation shall constitute presence in person at the meeting.

4.15 Committees of Directors. By resolution adopted by the Board of Directors, the Board of Directors may designate two or more Directors to constitute a committee, any of which shall have such authority in the management of the Fund as the Board of Directors shall designate.

4.16 Director Presumption of Assent. A Director of the Fund who is present at a meeting of the Board of Directors at which action on any matter taken shall be presumed to have assented to the action taken unless a dissent shall be entered in the minutes of the meeting or unless the Director files a written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the Fund immediately after the adjournment of the meeting. Such right to dissent shall not apply to a Director who voted in favor of such action.

4.17 Director Power to Bind Fund. No Director (acting in his capacity as such) shall have any authority to bind the Fund to any agreement with one or more third parties with respect to any matter except pursuant to a resolution expressly authorizing such action which resolution is duly adopted by the Board of Directors by the affirmative vote required for such matter pursuant to the terms of this Agreement.

4.18 Liability of the Directors. No Director shall be: (i) personally liable for the debts, obligations or liabilities of the Fund, including any such debts, obligations or liabilities arising under a judgment, decree or order of a court; (ii) required to return all or any portion of any Capital Contribution; or (iii) required to lend any funds to the Fund.

4.19 Reliance by Third Parties. Persons dealing with the Fund are entitled to rely conclusively upon the power and authority of the Board of Directors, the Appropriate Officers and the General Partner of the Fund herein set forth.

4.20 Appointment of Auditors. Subject to the approval or ratification of the Limited Partners and the Disinterested Directors, if and to the extent required under the Investment Company Act, the Board of Directors, in the name and on behalf of the Fund, is authorized to appoint independent certified public accountants for the Fund.

4.21 Contracts with Affiliates. The Board of Directors may, on behalf of the Fund, subject to approval by a majority of the Directors who do not have an interest in the contract and a majority of the Disinterested Directors and in compliance with the Investment Company Act, enter into contracts for goods or services with any affiliate of a Director, General Partner, Limited Partner, Appropriate Officer or any other person, provided that the charges for such goods or services do not exceed those charged by unaffiliated Persons in the area for similar goods and services.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 4.22 Obligations of the Directors. The Directors shall devote such time and effort to the Fund business as, in their judgment, may be necessary or appropriate to oversee the affairs of the Fund.

4.23 Other Business of Directors. Any Director and any affiliate of any Director may engage in or possess any interest in other business ventures of any kind, nature or description, independently or with others, whether such ventures are competitive with the Fund or otherwise. Neither the Fund nor any Limited Partner shall have any rights or obligations by virtue of this Agreement or the Fund relationship created hereby in or to such independent ventures or the income or profits or losses derived therefrom, and the pursuit of such ventures, even if competitive with the business of the Fund, shall not be deemed wrongful or improper. Neither the Directors nor any affiliate of any Director shall be obligated to present any investment opportunity to the Fund.

4.24 Limitations on Board of Directors and Appropriate Officers. Notwithstanding anything expressed or implied to the contrary in this Agreement (other than Article XI), the Board of Directors and the Appropriate Officers shall not authorize or otherwise cause or allow the Fund to purchase all or any portion of any Limited Partner’s Interest (or any attributes thereof).

ARTICLE V.

[Reserved]

ARTICLE VI.

OFFICERS

6.1 Appropriate Officers. The day-to-day management and operation of the Fund and its business shall be the responsibility of the Appropriate Officers of the Fund, subject to the supervision and control of the Board of Directors. The Appropriate Officers shall, subject to the supervision and control of the Board of Directors, exercise all powers necessary and convenient for the purposes of carrying on the business of the Fund, on behalf and in the name of the Fund. Notwithstanding anything to the contrary contained herein, the acts of an Appropriate Officer in carrying on the business of the Fund as authorized herein shall bind the Fund.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document The Appropriate Officers of the Fund shall be chosen by the Board of Directors and shall include a President, a Secretary and a Treasurer. The Board of Directors may also choose a Chairman of the Board of Directors (who must be a Director) and the following additional Appropriate Officers: a Chief Executive Officer, a Chief Financial Officer, a Chief Operating Officer, and one or more Vice Presidents (and, in the case of each Vice President, with such descriptive title, if any, as the Board of Directors shall determine), Assistant Secretaries, Assistant Treasurers and other officers. Any number of offices may be held by the same person, unless otherwise prohibited by law. The officers of the Fund need not be Limited Partners of the Fund or, except in the case of the Chairman of the Board, Directors of the Fund.

6.2 Election of Officers. The Board of Directors shall elect the officers of the Fund who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors; and all officers of the Fund shall hold office until their successors are chosen and qualified, or until their earlier death, resignation or removal. Any officer elected by the Board of Directors may be removed at any time, with or without Cause, by the affirmative vote of the Board of Directors or upon the Incapacity of such officer. Any vacancy occurring in any office of the Fund shall be filled by the Board of Directors. The salaries of all officers of the Fund shall be fixed by the Board of Directors. The Board of Directors may delegate such duties to any such officers or other employees, agents and consultants of the Fund as the Board of Directors deems appropriate, including the power, acting individually or jointly, to represent and bind the Fund in all matters, in accordance with the scope of their respective duties.

6.3 Voting Securities Owned by the Fund. Powers of attorney, proxies, waivers of notice of meeting, consents and other instruments relating to securities owned by the Fund may be executed in the name of and on behalf of the Fund by the President or any Vice President or any other officer authorized to do so by the Board of Directors and any such officer may, in the name of and on behalf of the Fund, take all such action as any such officer may deem advisable to vote in person or by proxy at any meeting of security holders of any entity in which the Fund may own securities and at any such meeting shall possess and may exercise any and all rights and powers incident to the ownership of such securities and which, as the owner thereof, the Fund might have exercised and possessed if present. The Board of Directors may, by resolution, from time to time confer like powers upon any other person or persons.

6.4 Chairman of the Board of Directors. The Chairman of the Board of Directors, if there be one, shall preside at all meetings of the Limited Partners and of the Board of Directors. The Chairman of the Board of Directors shall be selected from time to time by the Board of Directors. The Chairman of the Board of Directors shall also perform such other duties and may exercise such other powers as may from time to time be assigned by this Agreement or by the Board of Directors.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 6.5 President. The President shall, subject to the control of the Board of Directors and, if there be one, the Chairman of the Board of Directors, have general supervision of the business of the Fund and shall see that all orders and resolutions of the Board of Directors are carried into effect. The President or, when authorized by this Agreement, the Board of Directors or the President, the other officers of the Fund shall execute all bonds, mortgages, contracts, documents and other instruments of the Fund. In the absence or disability of the Chairman of the Board of Directors, or if there be none, the President, shall preside at all meetings of the Limited Partners and the Board of Directors. Unless the Board of Directors shall otherwise designate, the President shall be the Chief Executive Officer of the Fund. The President shall also perform such other duties and may exercise such other powers as may from time to time be assigned to such officer by this Agreement or by the Board of Directors.

6.6 Vice Presidents. At the request of the President or in the President’s absence or in the event of the President’s inability or refusal to act (and if there be no Chairman of the Board of Directors), the Vice President, or the Vice Presidents if there is more than one (in the order designated by the Board of Directors), shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. Each Vice President shall perform such other duties and have such other powers and duties as the Board of Directors, the Chairman of the Board of Directors or the President from time to time may prescribe. The Vice President shall act under the supervision of the President. If there be no Chairman of the Board of Directors and no Vice President, the Board of Directors shall designate the officer of the Fund who, in the absence of the President or in the event of the inability or refusal of the President to act, shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President.

6.7 Secretary. The Secretary shall attend all meetings of the Board of Directors and all meetings of Limited Partners and record all the proceedings thereat in a book or books to be kept for that purpose; the Secretary shall also perform like duties for committees of the Board of Directors when required. The Secretary shall give, or cause to be given, notice of all meetings of the Limited Partners and special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors, the Chairman of the Board of Directors or the President, under whose supervision the Secretary shall act. If the Secretary shall be unable or shall refuse to cause to be given notice of all meetings of the Limited Partners and special meetings of the Board of Directors, and if there be no Assistant Secretary, then either the Board of Directors or the President may choose another officer to cause such notice to be given. The Secretary shall have custody of the seal of the Fund, if any, and the Secretary or any Assistant Secretary, if there be one, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by the signature of the Secretary or by the signature of any such Assistant Secretary. The Secretary may give general authority to any other officer to affix the seal of the Fund and to attest to the affixing by such officer’s signature. The Secretary shall see that all books, reports, statements, certificates and other documents and records required by law to be kept or filed are properly kept or filed, as the case may be.

6.8 Treasurer. The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Fund and shall deposit all moneys and other valuable effects in the name and to the credit of the Fund in such depositories as may be designated by the Board of Directors. The Treasurer shall disburse the funds of the Fund as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the President and the Board of Directors, at its regular meetings, or when the Board of Directors so requires, an account of all transactions as Treasurer and of the financial condition of the Fund. If required by the Board of Directors, the Treasurer shall give the Fund a bond in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of the office of the Treasurer and for the restoration to the Fund, in case of the Treasurer’s death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in the Treasurer’s possession or under the Treasurer’s control belonging to the Fund.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 6.9 Assistant Secretaries. Assistant Secretaries, if there be any, shall perform such duties and have such powers as from time to time may be assigned to them by the Board of Directors, the President, any Vice President, if there be one, or the Secretary, and in the absence of the Secretary or in the event of the Secretary’s disability or refusal to act, shall perform the duties of the Secretary, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Secretary.

6.10 Assistant Treasurers. Assistant Treasurers, if there be any, shall perform such duties and have such powers as from time to time may be assigned to them by the Board of Directors, the President, any Vice President, if there be one, or the Treasurer, and in the absence of the Treasurer or in the event of the Treasurer’s disability or refusal to act, shall perform the duties of the Treasurer, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Treasurer. If required by the Board of Directors, an Assistant Treasurer shall give the Fund a bond in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of the office of Assistant Treasurer and for the restoration to the Fund, in case of the Assistant Treasurer’s death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in the Assistant Treasurer’s possession or under the Assistant Treasurer’s control belonging to the Fund.

6.11 Other Officers. Such other officers as the Board of Directors may choose shall perform such duties and have such powers as from time to time may be assigned to them by the Board of Directors, the Chairman of the Board of Directors or the President. The Board of Directors may delegate to any other officer of the Fund the power to choose such other officers and to prescribe their respective duties and powers.

ARTICLE VII.

CAPITAL COMMITMENTS AND CONTRIBUTIONS

7.1 Capital Commitments. Each Limited Partner, upon admission to the Fund, shall be deemed to have made a “Capital Commitment” to the Fund equal to the amount specified as such in, or otherwise determined in accordance with, the Subscription Agreement relating to such Limited Partner. Except as specifically provided in this Agreement, the Capital Commitment of a Limited Partner: (i) shall represent the maximum aggregate amount of cash and property that such Limited Partner shall be required to contribute to the capital of the Fund; and (ii) shall not be changed during the term of the Fund.

(a) The Fund shall have one or more closings (each a “Closing”) at which time Persons may be admitted as Limited Partners of the Fund pursuant to the terms hereof and existing Limited Partners may be offered the opportunity to increase their Capital Commitments. The first Closing (the “Initial Closing”) shall occur on such date as determined by the General Partner and all subsequent Closings (each an “Additional Closing”) shall occur on such date(s) as may be determined by the General Partner (the “Additional Closing Dates”); provided, however, that the last Closing shall occur no later than one year after the date of the Initial Closing, which date may be extended by the Board of Directors in its sole discretion (the “Final Closing Date”). The books and records of the Fund shall be amended following each Closing to reflect the identity of the Limited Partners and their respective Capital Contributions.

(b) A Limited Partner making an initial Capital Commitment at an Additional Closing shall make a Capital Contribution equal to the aggregate Capital Contributions that would have been due to the Fund from such Limited Partner if such Limited Partner had been admitted at the Initial Closing and may be required, at the General Partner’s sole and absolute discretion, to pay a make-up payment (the “Make-Up Payment”) to the Fund. The amount of such Make-Up Payment will be calculated by applying an annualized rate of 8% per annum to the amount that such Limited Partner would have contributed to the Fund if such Limited Partner had participated in the Initial Closing and made Capital Contributions at such times and in proportionate amounts as existing Limited Partners that participated in the Initial Closing (i.e., the percentage of the Limited Partner’s Capital Commitment contributed at the Additional Closing would be the same percentage as the amount of Capital Contributions made by existing Limited Partners at the Initial Closing relative to such existing Limited Partners’ Capital Commitments at the Initial Closing). The 8% Make-Up Payment rate will be applied over the period of time since such Capital Contributions were made by such existing Limited Partners. Such Make-Up Payment shall not be treated as Capital Contributions and shall not reduce the amount of the contributing Limited Partner’s Capital Commitment.

7.3 Capital Contributions.

(a) Subject to the terms and conditions contained herein, the General Partner may call for contributions to the capital of the Fund at such times and in such amounts (not to exceed the amount of each Limited Partner’s Capital Commitment to the Fund) as the General Partner determines in its sole discretion, provided, that, the Fund will give each Limited Partner at least ten Business Days’ prior written notice (which may be given by e-mail) as to the due date for and amount of each such capital contribution. Capital Contributions by the Limited Partners shall be made in dollars by wire transfer of federal funds to an account or accounts of the Fund as specified by the Fund or in such other manner as the Fund may direct. No Limited Partner shall be entitled to any interest or compensation by reason of his, her or its Capital Contribution or by reason of being a Limited Partner. No Limited Partner shall be required to lend any funds to the Fund.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (b) Except as expressly set forth in this Agreement, a Limited Partner may not make less than the full amount of its Capital Contribution called by the General Partner pursuant to Section 7.3(a) hereof. In the event any Limited Partner fails to pay any amount which it is required to pay to the Fund on or before the date when such amount is due and payable, a written notice of default shall be given to such Limited Partner by the Fund. The Fund (or the General Partner as its delegate) may, at its discretion, reduce the value of the Interests of any Limited Partner that fails to pay the required contribution on the date due an annualized rate of 8% to the amount that such Limited Partner is required to pay until the date the full amount of the contribution is paid. This payment shall not be treated as Capital Contribution and shall not reduce the amount of the contributing Limited Partner’s Capital Commitment. If the full amount of the required contribution to the capital of the Fund is not received by the Fund within 20 days after the giving of such notice of default, such Limited Partner shall be deemed to be in default hereunder (a “Defaulting Limited Partner”) and the Fund will, to the extent allocable and permitted under applicable law, allocate expenses, penalties, costs, liabilities or obligations incurred by the Fund, as a result of the Limited Partner defaulting, to the Defaulting Limited Partner pursuant to Section 8.4 hereof. In addition, the Fund (or the General Partner as its delegate) may, at its discretion, take other actions with respect to a Defaulting Limited Partner, including, without limitation, (i) borrowing funds to cover the amount of the defaulted Capital Contribution at a rate established with a third-party lender or using the Fund’s internal capital at a rate of 8% per annum, and causing the Defaulting Limited Partner to bear such interest and other costs associated with such borrowing, (ii) excluding a Defaulting Limited Partner from future capital calls, (iii) charging the Defaulting Limited Partner management fees on the full amount of such Defaulting Limited Partner’s Capital Commitment, (iv) causing the Defaulting Limited Partner to bear any losses incurred by the Fund in disposing of assets in order to fund the defaulted amount and/ or (v) any other actions as may be available under applicable law.

7.4 Return of Capital. Except as expressly provided in this Agreement, no Limited Partner shall be entitled to withdraw any part of its Capital Contribution, to receive interest or other earnings on its Capital Contributions, or to receive any distributions from the Fund, nor shall any Limited Partner have priority over any other Limited Partner either as to the return of such Limited Partner’s capital or as to profits, losses or distributions.

7.5 Recycling.

(a) To the extent the Master Fund is authorized to retain or recall for reinvestment proceeds received by the Master Fund from the Underlying Funds, the Fund may retain or recall such amounts as the General Partner, in its sole discretion, deems necessary or desirable to facilitate such reinvestment (which may include the payment of fees or expenses of the Master Fund, as well as investment in Underlying Funds).

(b) Amounts retained pursuant to Section 7.5(a) hereof in respect of a Limited Partner shall not reduce such Limited Partner’s unfunded Capital Commitment. Separate from and in addition to any amounts retained or recalled for reinvestment by the Fund, in the event that amounts are distributed to the Limited Partners as a result of funds being returned to the Master Fund by an Underlying Fund which are subject to reinvestment in such Underlying Fund, each Limited Partner’s unfunded Capital Commitment will be increased by the amount of funds so returned.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 7.6 Liability of the Limited Partners and the Directors. Except for the obligations set forth hereunder and under the Subscription Agreements, the liability of the Limited Partners shall be limited to the maximum extent permitted by the Act. If a Limited Partner is required under the Act to return to the Fund or pay, for the benefit of creditors of the Fund, amounts previously distributed to such Limited Partner, the obligation of such Limited Partner to return or pay any such amount to the Fund shall be the obligation of such Limited Partner and not the obligation of the Directors. The liability of the Directors shall be limited to the maximum extent permitted by the Act.

ARTICLE VIII.

DISTRIBUTIONS AND ALLOCATIONS

8.1 Percentage Interests. There shall be established for each Limited Partner on the books of the Fund a percentage interest, which shall be determined by (i) dividing the amount of such Limited Partner’s Capital Contributions by the sum of the Capital Contributions of all the Limited Partners and (ii) multiplying such quotient by 100 (the “Percentage Interest”). The sum of the Percentage Interests shall equal 100. The Percentage Interests of the Limited Partners shall be set forth on the books and records of the Fund, as adjusted from time to time by the Directors to reflect the Limited Partners’ Capital Contributions.

8.2 Distributions.

(a) The Fund shall make distributions of available cash (net of reserves that the Directors deem reasonable) or other net investment proceeds to the Limited Partners at such times and in such amounts as determined by the Directors in their sole discretion in accordance with the Limited Partners’ respective Percentage Interests at the time of such distribution. Subject to Section 13.2 hereof regarding liquidating distributions, 100% of such distributions will be paid to the Limited Partners pro rata in accordance with their respective Capital Contributions.

(b) Distributions pursuant to this Section 8.2 shall take the form of cash only.

8.3 Valuation. The value of any asset of the Fund shall be determined in good faith in the sole discretion of the Board of Directors based upon all available relevant information. The Board of Directors shall be entitled to rely on any valuations provided to it by the Underlying Funds and/or the General Partner, but shall not be bound by such valuations.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 8.4 Allocation of Expenses/Defaulting Limited Partners. The Fund will, to the extent allocable and permitted under applicable law, and as determined by the Directors, allocate expenses incurred by the Fund, as a result of Limited Partners defaulting in their Capital Commitments, to those Limited Partners that caused the Fund to incur such expenses. Pursuant to Section 7.3(b) hereof, the Fund may also allocate any interest and other expenses incurred as a result of the Fund borrowing funds to cover defaults by Limited Partners, to those Limited Partners that have defaulted on their Capital Commitments to the Fund.

ARTICLE IX.

FUND EXPENSES

9.1 Fund Expenses.

(a) Except as set forth herein or in another agreement between the Fund and the General Partner, the General Partner shall bear all of its costs incurred in providing services to the Fund.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (c) The Fund shall bear its organizational expenses, and expenses relating to the offering and sale of Interests; provided that to the extent such organizational and offering expenses when aggregated with those of the Master Fund and other feeder funds that invest directly or indirectly in the Master Fund exceed $1,500,000, the excess amount over $1,500,000 shall be borne by Neuberger Berman Investment Advisers LLC.

ARTICLE X.

INDEMNIFICATION

10.1 Indemnification.

(a) None of the Directors, the General Partner or any of their respective Affiliates, principals, members, shareholders, partners, officers, directors, employees, agents and representatives (each an “Indemnified Person”) shall have any liability, responsibility or accountability in damages or otherwise to any Limited Partner or the Fund for, and the Fund agrees, to the fullest extent permitted by law, to indemnify, pay, protect and hold harmless each Indemnified Person from and against, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, proceedings, costs, expenses and disbursements of any kind or nature whatsoever (including, without limitation, all reasonable costs and expenses of attorneys, defense, appeal and settlement of any and all suits, actions or proceedings instituted or threatened against the Indemnified Persons or the Fund) and all costs of investigation in connection therewith which may be imposed on, incurred by, or asserted against the Indemnified Persons or the Fund in any way relating to or arising out of, or alleged to relate to or arise out of, any action or inaction on the part of the Fund, on the part of the Indemnified Persons when acting on behalf of the Fund or otherwise in connection with the business or affairs of the Fund, or on the part of any agents when acting on behalf of the Fund (collectively, the “Indemnified Liabilities”); provided that the Fund shall not be liable to any Indemnified Person for any portion of any Indemnified Liabilities which results from such Indemnified Person’s willful misconduct, bad faith or gross negligence in the performance of his, her or its duties or by reason of his, her or its reckless disregard of his, her or its obligations and duties. The indemnification rights provided for in this Section 10.1(a) shall survive the termination of the Fund or this Agreement. Any indemnification rights provided for in this Section 10.1(a) shall be retained by any removed, resigned or withdrawn Director, General Partner or agent and its constituent Indemnified Persons. Any indemnification rights provided for in this Section 10.1(a) shall also be retained by any Person who has acted in the capacity of officer, director, partner, employee, agent, stockholder or Affiliate of an Indemnified Person after such Persons shall have ceased to hold such positions.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (b) The right of any Indemnified Person to the indemnification provided herein shall be cumulative of, and in addition to, any and all rights to which such Indemnified Person may otherwise be entitled by contract or as a matter of law or equity and shall extend to such Indemnified Person’s successors, assigns and legal representatives.

(c) The provision of advances from Fund funds to an Indemnified Person for legal expenses and other costs incurred as a result of any legal action or proceeding is permissible if (i) such suit, action or proceeding relates to or arises out of, or is alleged to relate to or arise out of, any action or inaction on the part of the Indemnified Person in the performance of its duties or provision of its services on behalf of the Fund or otherwise in connection with the business or affairs of the Fund; and (ii) the Indemnified Person undertakes to repay any funds advanced pursuant to this Section 10.1(c) in any case in which such Indemnified Person would not be entitled to indemnification under Section 10.1(a) hereof. If advances are permissible under this Section 10.1(c), the Indemnified Person shall furnish the Fund with an undertaking as set forth in clause (ii) of this paragraph and shall thereafter have the right to bill the Fund for, or otherwise request the Fund to pay, at any time and from time to time after such Indemnified Person shall become obligated to make payment therefor, any and all amounts for which such Indemnified Person believes in good faith that such Indemnified Person is entitled to indemnification under Section 10.1(a) hereof. The Fund shall pay any and all such bills and honor any and all such requests for payment within 60 days after such bill or request is received by the Fund, and the Fund’s rights to repayment of such amounts shall be secured by the Indemnified Person’s interest in the Fund, if any, or by such other security as the Directors may require. In the event that a final judicial (or binding arbitration) determination is made that the Fund is not so obligated in respect of any amount paid by it to a particular Indemnified Person, such Indemnified Person will refund such amount within 60 days of such final determination, and in the event that a final determination is made that the Fund is so obligated in respect to any amount not paid by the Fund to a particular Indemnified Person, the Fund will pay such amount to such Indemnified Person within 60 days of such final determination, in either case together with interest (at the lesser of (x) the Applicable Rate and (y) the maximum rate permitted by applicable law) from the date paid by the Fund until repaid by the Indemnified Person or the date it was obligated to be paid by the Fund until the date actually paid by the Fund to the Indemnified Person.

(1) shall be liabilities of the Fund as an entity, and shall be paid or otherwise satisfied from the Fund’s assets; and

(2) except to the extent otherwise required by law, shall not in any event be payable in whole or in part by any Limited Partner, Director, the General Partner or by any director, officer, trustee, employee, agent, shareholder, beneficiary, member or partner of any of them.

The Board of Directors may cause the Fund, at the Fund’s expense, to purchase insurance to insure the Indemnified Persons against liability hereunder (including liability arising in connection with the operation of the Fund), including, without limitation, for a breach or an alleged breach of their responsibilities hereunder.

ARTICLE XI.

REPURCHASE OF INTERESTS; WITHDRAWALS OF LIMITED PARTNERS; TRANSFERS OF INTERESTS

11.1 Repurchase of Interests.

(a) Except as otherwise provided in this Agreement, no Limited Partner holding an Interest or portion thereof shall have the right to withdraw or tender to the Fund for repurchase an Interest or portion thereof. At the investment adviser’s recommendation, the Board of Directors may from time to time, in its complete and exclusive discretion and on such terms and conditions as it may determine, cause the Fund to repurchase Interests or portions thereof pursuant to written tenders. The Fund shall repurchase Interests or portions thereof pursuant to written tenders only on terms fair to the Fund and to all Limited Partners.

(b) The General Partner may cause the Fund to repurchase an Interest or portion thereof of a Limited Partner from a Limited Partner in the event that the General Partner or the Board of Directors determine or have reason to believe that:

(i) such an Interest or portion thereof has been transferred in violation of Section 11.3 hereof, or such an Interest or portion thereof has vested in any person by operation of law as the result of the death, dissolution, bankruptcy or incompetency of a Limited Partner;

(ii) ownership of such an Interest by a Limited Partner will cause the Fund to be in violation of, or require registration of any Interest or portion thereof under, or subject the Fund to additional registration or regulation under, the securities or commodities laws of the United States or any other relevant jurisdiction;

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (iii) continued ownership of such an Interest may be harmful or injurious to the business or reputation of the Fund, the Directors or the General Partner, or may subject the Fund or any of the Partners to an undue risk of adverse tax or other fiscal consequences;

(iv) any of the representations and warranties made by a Limited Partner in connection with the acquisition of an Interest or portion thereof was not true when made or has ceased to be true; or

(v) it would be in the best interest of the Fund, as determined by the General Partner, for the Fund to repurchase such an Interest or portion thereof.

(c) Repurchases of Interests or portions thereof by the Fund shall be payable in cash, without interest. All such repurchases shall be subject to any and all conditions as the Board of Directors may impose and shall be effective as of a date set by the Board of Directors after receipt by the Fund of all eligible written tenders of Interests or portion thereof. The amount due to any Limited Partner whose Interest or portion thereof is repurchased shall be equal to 80% of the net asset value of such Limited Partner’s Interest as of the applicable tender valuation date.

11.2 Withdrawals of Limited Partners.

(a) A Limited Partner may not sell, withdraw, assign or transfer its Interest without the prior written consent of the Directors, which the Directors may withhold in their sole discretion.

(b) The Board of Directors may (but shall not be required to) compel any Limited Partner to withdraw from the Fund at any time upon at least five Business Days prior written notice upon a determination by the Directors that the continued participation of that Limited Partner in the Fund might subject the Fund to restrictions or other adverse consequences as a result of applicable laws or regulations. In the event that the Board of Directors terminates a Limited Partner, that Limited Partner shall immediately withdraw from the Fund and cease to be a Limited Partner of the Fund. Such withdrawal shall occur automatically upon termination without the necessity of any further act by the Limited Partner or any other Person. The date of termination shall be the effective date of withdrawal of the terminated Limited Partner.

(c) The Fund shall pay to the terminated Limited Partner 90% of the value of the terminated Limited Partner’s Interests (determined in accordance with the next sentence) within 90 days of termination or as soon thereafter as the Fund shall have sufficient funds available and shall pay the remainder upon completion of that year’s audit. The value of the terminated Limited Partner’s Interests shall be determined not more than three days prior to the date of termination. Such amounts paid to a terminated Limited Partner shall not be entitled to interest for any period after the date of termination.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (d) The General Partner may compel any Limited Partner to withdraw from the Fund at any time upon at least five Business Days prior written notice if such Limited Partner has not made its initial Capital Contribution to the Fund by the due date for such capital contribution. That Limited Partner shall cease to be a Limited Partner of the Fund. Such withdrawal shall occur automatically upon termination without the necessity of any further act by the Limited Partner or any other Person. The date of termination shall be the effective date of withdrawal set forth in the written notice to such terminated Limited Partner.

(e) From and after the effective date of withdrawal of a Limited Partner, such withdrawn Limited Partner shall cease to be a Limited Partner of the Fund for all purposes and the Interest of a withdrawn Limited Partner shall not be included in calculating the Interests of the Limited Partners required to take any action under this Agreement.

11.3 Transfers of Interests.

(a) A Limited Partner may not transfer, assign, sell, pledge, hypothecate or otherwise dispose of any of the attributes of his, her or its Interest (collectively, a “Transfer”), in whole or in part, to any Person without the prior written consent of the Board of Directors, which consent the Board of Directors may withhold in its sole discretion, and any attempted Transfer of Interest shall be null and void ab initio unless effected in accordance with this Article XI.

(b) Notwithstanding Section 11.3(a) hereof, the Board of Directors will not unreasonably withhold its consent to the Transfer of a Limited Partner’s Interest to a family member, trust, or other similar Person or entity for estate planning purposes.

(c) Conditions to Transfers. The Board of Directors may condition its consent to a Transfer under Section 11.3(a) hereof on the Transfer meeting each of the following conditions:

(i) such Transfer, itself or together with any other Transfers, would not cause the Fund to be terminated under Section 708(b)(1)(B) of the Code or result in the Fund being treated as a publicly traded partnership within the meaning of Section 7704(b) of the Code (or failing any safe harbor to avoid such treatment under such Code section or the regulations promulgated thereunder) or otherwise being treated as a corporation for federal income tax purposes;

(ii) such Transfer does not require the registration or qualification of the Interests pursuant to any applicable federal or state securities or “blue sky” laws;

(iii) such Transfer does not result in a violation of the Investment Company Act or other laws ordinarily applicably to such transactions;

(iv) the transferor and purported transferee each shall have represented to the Directors in writing that such Transfer was not effected through a broker-dealer or matching agent that makes a market in Interests or that provides a readily available, regular and ongoing opportunity to Limited Partners to sell or exchange their Interests;

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (v) the transferor shall reaffirm, and the purported transferee shall affirm, in writing his, her or its agreement to indemnify as described in Section 11.5 hereof;

(vi) no facts are known to the Directors that cause the Directors to conclude that such transfer will have a material adverse effect on the Fund; and

(vii) the transferee has agreed in writing to become a party to, “member” under and subject to all of the terms, obligations and limitations of this Agreement.

11.4 Effect of Transfers. Upon any Transfer approved by the Board of Directors, the transferee of the transferred Interest shall be entitled to receive the distributions to which the transferring Limited Partner would be entitled with respect to such transferred Interest, but shall not be entitled to exercise any of the other rights of a Limited Partner with respect to such transferred Interest, including, without limitation, the right to vote, unless and until such transferee is admitted to the Fund as a Substituted Limited Partner pursuant to Section 11.6 hereof.

11.5 Transfer Indemnity. Each Limited Partner hereby agrees to indemnify and hold harmless the Fund, the General Partner, the Directors, and each other Limited Partner (and any successor or assign of any of the foregoing) from and against all taxes, costs, claims, damages, liabilities, losses and expenses (including losses, claims, damages, liabilities, costs and expenses of any judgments, fines and amounts paid in settlement), joint or several, to which those persons may become subject by reason of or arising from any Transfer made in contravention of the provisions of this Agreement or any misrepresentation made by such Limited Partner in connection with any purported Transfer.

11.6 Substituted Limited Partners. No transferee of a transferred Interest shall be admitted as a Limited Partner (each such transferee, a “Substituted Limited Partner”) until each of the following conditions has been satisfied:

(a) the written consent of the Board of Directors, which may be withheld or granted in the sole and absolute discretion of the Board of Directors;

(b) the execution and delivery to the Fund of a counterpart of this Agreement by the Substituted Limited Partner or its agent or attorney-in-fact;

(c) receipt by the Fund of other written instruments that are in form and substance satisfactory to the Board of Directors (as determined in its sole discretion), including, without limitation, an opinion of counsel regarding the tax or regulatory effects of such admission;

(d) payment by the Substituted Limited Partner to the Fund of an amount determined by the Board of Directors to be equal to the costs and expenses incurred in connection with such assignment, including, without limitation, costs incurred in preparing and filing such amendments to this Agreement as may be required;

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (e) the updating of the books and records of the Fund to reflect the Person’s admission as a Substituted Limited Partner; and

(f) any other information or documentation as the Directors may request.

11.7 Effect of Death, Etc. The death, retirement, withdrawal, expulsion, disability, Incapacity, incompetency, bankruptcy, insolvency or dissolution of a Limited Partner, or the occurrence of any other event under the Act that terminates the continued membership of a Limited Partner as a limited partner of the Fund, shall not cause the Fund to be dissolved and its affairs to be wound up so long as the Fund has at least one Limited Partner at all times. Upon the occurrence of any such event, the business of the Fund shall be continued without dissolution. The legal representatives, if any, of a Limited Partner shall succeed as assignee to the Limited Partner’s Interest upon death, Incapacity, incompetency, bankruptcy, insolvency or dissolution of a Limited Partner, but shall not be admitted as a Substituted Limited Partner except under the provisions of Section 11.6 hereof and with the written consent of the Board of Directors, which consent may be withheld in its sole discretion. The Interest held by such legal representative of a Limited Partner shall not be included in calculating the Interests of the Limited Partners required to take any action under this Agreement.

ARTICLE XII.

ACCOUNTING

12.1 Books and Records. In compliance with Section 31 of the Investment Company Act, the books and records of the Fund, and a list of the names and residence, business or mailing addresses and Interests of all Limited Partners, shall be maintained at the principal executive offices of the Fund or such other location as the Board of Directors may approve. The Fund shall not be required to provide any documentation or other information to Limited Partners except that which it is required to provide under the Investment Company Act, the Act or other applicable law. Each Limited Partner shall have the right to obtain from the Fund from time to time upon reasonable demand for any proper purpose reasonably related to the Limited Partner’s interest as a Limited Partner of the Fund, and upon paying the costs of collection, duplication and mailing, the documents and other information which the Fund is required to provide under the Investment Company Act, the Act or other applicable law. Any demand by a Limited Partner pursuant to this Section 12.1 shall be in writing and shall state the purpose of such demand. The Fund may maintain such other books and records and may provide such financial or other statements as the Directors or the Appropriate Officers in their discretion deem advisable. The books and records of the Fund shall be audited by the Fund’s independent accountants as of the end of each Fiscal Year, commencing with the first partial Fiscal Year, of the Fund.

12.2 Annual Reports to Current Limited Partners. As soon as practicable after the end of each Fiscal Year, the Fund shall prepare and distribute to the Limited Partners, at the expense of the Fund, an annual report containing a summary of the year’s activity and such financial statements and schedules as may be required by law or as the Directors may otherwise determine.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 12.3 Filing of Tax Returns. The Fund shall provide the Limited Partners with such information as may be reasonably required in the discretion of the General Partner for purposes of allowing the Limited Partners to prepare and file their own U.S. federal, state and local tax returns. Each Limited Partner shall be required to report for all tax purposes consistently with such information provided by the Fund.

12.4 Certain Tax Information. Each Limited Partner shall execute any relevant document, furnish any information and documentation (including an Internal Revenue Service Form W-9 or appropriate Form W-8, as applicable) or otherwise take any action as the Board of Directors determines necessary for the Fund to comply with any tax accounting, withholding or reporting obligation.

12.5 Determinations Binding. Any determination made or position taken by the Directors with respect to tax filing or accounting matters shall be final and binding upon the Limited Partners and their respective legal representatives and the Limited Partners agree to file consistently with such determinations or positions of the Directors.

ARTICLE XIII.

DISSOLUTION AND TERMINATION

13.1 Dissolution. The Fund shall be dissolved upon the occurrence of any of the following:

(a) the expiration of the term of the Fund, except to the extent extended pursuant to Section 2.6 hereof;

(b) the election by the Directors to dissolve the Fund prior to the expiration of its term, subject to the consent of a Supermajority of Limited Partners and any requirements under the Investment Company Act;

(d) a decree of dissolution entered against the Fund under the Act.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Dissolution of the Fund shall be effective on the day on which the event occurs giving rise to the dissolution, but the Fund shall not terminate until the assets of the Fund have been distributed as provided in Section 13.2 hereof and the Certificate of Limited Partnership of the Fund has been canceled.

13.2 Liquidation. On dissolution of the Fund, a liquidator (who shall be selected by the Board of Directors, if still constituted, and otherwise shall be a Person proposed and approved by a Majority in Interest of the Limited Partners) shall cause to be prepared a statement setting forth the assets and liabilities of the Fund as of the date of dissolution, and such statement shall be furnished to all of the Limited Partners. Then, those Fund assets that the liquidator determines should be liquidated shall be liquidated as promptly as possible, but in an orderly and business-like manner to maximize proceeds. Assets that the liquidator determines to distribute in kind shall be so distributed in a manner consistent with applicable law. If the liquidator determines that an immediate sale at the time of liquidation of all or part of the Fund’s assets would be unduly disadvantageous to the Limited Partners, the liquidator may either defer liquidation and retain the assets for a reasonable time, or distribute the assets to the Limited Partners in kind. The liquidator shall then wind up the affairs of the Fund and distribute the proceeds of the Fund by the end of the calendar year of the liquidation (or, if later, within 90 days after the date of such liquidation) in the following order or priority:

(a) to the payment of the expenses of liquidation and to creditors (including Limited Partners who are creditors, to the extent permitted by law) in satisfaction of liabilities of the Fund other than liabilities for distributions to Limited Partners, in the order of priority as provided by law; then

(b) to the setting up of any reserves that the liquidator may deem necessary or appropriate for any anticipated obligations or contingencies of the Fund or of the liquidator arising out of or in connection with the operation or business of the Fund. Such reserves may be paid over by the liquidator to an escrow agent or trustee proposed and approved by the liquidator to be disbursed by such escrow agent or trustee in payment of any of the aforementioned obligations or contingencies and, if any balance remains at the expiration of such period as the liquidator shall deem advisable, to be distributed by such escrow agent or trustee in the manner hereinafter provided; and then

13.3 Termination. The liquidator shall comply with any requirements of the Act or other applicable law pertaining to the winding up of a limited liability company, at which time the Fund shall stand terminated.

ARTICLE XIV.

POWER OF ATTORNEY

14.1 Power of Attorney. Each Limited Partner hereby irrevocably constitutes and appoints the General Partner and its designees, as such Limited Partner’s true and lawful agents and attorneys-in-fact, with full power and authority in such Limited Partner’s name, place, and stead, to make, execute, acknowledge, deliver, swear to, file and record the following documents and instruments in accordance with the other provisions of this Agreement:

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (a) this Agreement and a certificate of formation, a certificate of doing business under fictitious name and any other instrument or filing which the General Partner considers necessary or desirable to carry out the purposes of this Agreement or the business of the Fund or that may be required under the laws of any state or local government, or of any other jurisdiction;

(b) any and all amendments, restatements, cancellations, or modifications of the instruments described in Section 14.1(a) hereof;

(d) all documents and instruments that may be necessary or appropriate to effect the dissolution and termination of the Fund, pursuant to the terms hereof.

14.2 Irrevocability. The foregoing power of attorney is coupled with an interest and such grant shall be irrevocable. Such power of attorney shall survive the subsequent Incapacity of any such Limited Partner or the Transfer of any or all of such Limited Partner’s Interest; provided, however, that this power of attorney granted by each Limited Partner shall expire as to such Limited Partner immediately after the cancellation of the Fund or the complete withdrawal of such Limited Partner as a limited partner of the Fund.

14.3 Priority of Agreement. In the event of any conflict between provisions of this Agreement or any amendment hereto and any documents executed, acknowledged, sworn to, or filed by the General Partner under this power of attorney, this Agreement and its amendments shall govern.

14.4 Exercise of Power. To the fullest extent permitted by law, this power of attorney may be exercised by such attorney in-fact and agent for all Limited Partners (or any of them) by a single signature of the General Partner with or without listing all Limited Partners executing an instrument.

ARTICLE XV.

MISCELLANEOUS

15.1 Amendments. Except as otherwise specified in this Agreement, this Agreement may be amended by the Directors with the approval of a Majority in Interest of the Limited Partners; provided that:

(a) no amendment shall, (i) without the approval of the affected Limited Partner, change the Capital Commitment of such Limited Partner (other than as provided in this Agreement), increase the liability of such Limited Partner beyond the liability of such Limited Partner set forth in this Agreement, or adversely affect the limited liability of such Limited Partner, or (ii) without the approval of all the Limited Partners, amend this Section 15.1;

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (b) no amendment shall, without the approval of the Limited Partners having Percentage Interests representing the Percentage Interests specified in any provision of this Agreement required for any action or approval of the Limited Partners, amend such provision; and

(c) the Board of Directors, without obtaining the consent of any of the Limited Partners, may amend (i) this Agreement to correct typographical errors or eliminate ambiguities or to make any other immaterial change that would not, as determined by the Board of Directors in good faith, be adverse to any Limited Partner not consenting thereto, provided that the Board of Directors shall deliver a copy of each such amendment to each Limited Partner at least five Business Days prior to the effectiveness thereof, and (ii) this Agreement as appropriate to enable Persons that are employee benefit plans to invest in the Fund through a group trust or other special purpose vehicle that would become a Limited Partner in lieu of direct investments by such Persons.

15.2 Certificate of Limited Partnership. On each subsequent change in the Fund specified in the Act, the Directors shall to the extent required by the Act cause to be executed and acknowledged an amended certificate of limited partnership pursuant to the provisions of the Act, which will be duly filed as prescribed by Delaware law.

15.3 Delaware Law. This Agreement and the rights and obligations of the parties hereunder shall be governed by, and construed and interpreted according to, the laws of the State of Delaware (without regard to principles of conflicts of laws) to the extent not preempted by applicable federal law.

15.4 Counterparts. This Agreement may be executed in counterparts, and all counterparts so executed shall constitute one agreement that shall be binding on all the parties hereto. Any counterpart of this Agreement that has attached to it separate signature pages which altogether contain the signatures of all Limited Partners or their attorneys-in-fact shall for all purposes be deemed a fully executed instrument.

15.5 Binding upon Successors and Assigns. Subject to and unless otherwise provided in this Agreement, each and all of the covenants, terms, provisions and agreements herein contained shall be binding upon and inure to the benefit of the successors, successors-in-title, heirs and assigns of the respective parties hereto.

15.6 Notices. Subject to and unless otherwise provided in this Agreement and applicable law, any and all notices, elections, demands or reports permitted or required to be made under this Agreement shall be in writing (including electronic form), and shall be delivered personally, sent by facsimile or e-mail (with a copy by regular mail, if requested in writing by such Limited Partner), sent by overnight courier or sent by registered or certified mail, return receipt requested, addressed to that party at the respective address shown on the Fund’s books and records, or to such other address as that party shall indicate by proper notice to the Board of Directors, in the same manner as provided above. The date of personal delivery, the date the facsimile or e-mail is sent to the recipient, the date one day after deposit with an overnight courier and the date three days after the date of mailing (by certified mail or by regular mail) as the case may be, shall be the date of such notice.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 15.7 Severability. If any provision of this Agreement, or the application thereof, shall for any reason and to any extent be invalid or unenforceable, the remainder of this Agreement and the application of such provision to other Persons or circumstances shall not be effected thereby, but shall be enforced to the maximum extent possible under applicable law.

15.8 Entire Agreement. This Agreement constitutes the entire understanding and agreement of the parties hereto with respect to the subject hereof and supersedes all prior agreements or understandings, written or oral, between the parties with respect thereto.

15.9 Headings, Etc. The headings in this Agreement are inserted for convenience of reference only and shall not affect interpretation of this Agreement. Wherever from the context it appears appropriate, each term stated in either the singular or the plural shall include the singular and the plural, and pronouns stated in either the masculine or the neuter genders shall include the masculine, the feminine and the neuter.

15.10 Waiver of Partition. Except as may otherwise be provided by law in connection with the winding up, liquidation and dissolution of the Fund, each Limited Partner hereby irrevocably waives any and all rights that it may have to maintain an action for partition of any of the Fund’s property.

15.11 Survival of Certain Provisions. All indemnities and reimbursement obligations made pursuant to this Agreement shall survive dissolution and liquidation of the Fund until the expiration of the longest applicable statute of limitations (including extensions and waivers) with respect to the matter for which a party would be entitled to be indemnified or reimbursed, as the case may be.

15.12 Confidentiality. In connection with the organization of the Fund and its ongoing business, the Limited Partners will receive or have access to confidential proprietary information concerning the Fund, including, without limitation, portfolio positions, valuations, information regarding potential investments, financial information, trade secrets and the like (the “Confidential Information”), which is proprietary in nature and non-public. No Limited Partner, nor any Affiliate of any Limited Partner, shall disclose or cause to be disclosed any Confidential Information to any person nor use any Confidential Information for its own purposes or its own account, except in connection with its investment in the Fund and except as otherwise required by any regulatory authority, law or regulation, or by legal process.

[Remainder of Page Intentionally Left Blank]

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document IN WITNESS WHEREOF, the parties have caused this Agreement to be signed as of the date first above written.

General Partner:

NB CROSSROADS PMF VI GP LLC

/s/ Blake Rice Name: Blake Rice Title: Authorized Signatory

ORGANIZATIONAL LIMITED PARTNER

/s/ James Bowden Name: James Bowden

[NB Crossroads Private Markets Fund VI Custody LP]

Schedule of Directors

Virginia G. Breen

Alan Brott

Victor F. Imbimbo, Jr.

Thomas F. McDevitt

Stephen V. Murphy

Thomas G. Yellin

CUSTODY AGREEMENT

Dated [ ]

Between

[ ]

and

THE FUNDS LISTED IN APPENDIX B

This agreement made as of the date first set forth above between [ ], a national banking association with its principal place of business located in [ ] (hereinafter “Custodian”), and each of the Funds listed on Appendix B hereof, together with such additional Funds which shall be made parties to this Agreement by the execution of Appendix B hereto (individually, a “Fund” and collectively, the “Funds”).

WITNESSETH:

WHEREAS, each Fund is managed by Neuberger Berman Investment Advisers LLC, its investment adviser or management securities provider, as applicable (such manager and the investment advisers or sub-advisers, if any, shall be defined herein as the “Manager”); and

WHEREAS, each Fund is registered under the Investment Company Act of 1940, as amended, (the “Investment Company Act”) and, pursuant to the terms of each Fund’s Operating Agreement, Partnership Agreement or other organizational document (the “Organizational Document”) the Funds are authorized to issue, offer and sell interests in the Funds representing interests in a separate portfolio of securities and other assets (“Interests”) in reliance upon exemptions provided in the Securities Act of 1933, as amended, and the securities laws of the various states for transactions not involving any public offering; and

WHEREAS, under the terms of a Confidential Private Placement, Information or Offering Memorandum, or such other offering document, as the same may be amended from time to time (the “Offering Memorandum”), the Manager will invest, or cause to be invested, the proceeds of each offering of Interests in accordance with the investment objectives and restrictions set forth therein and in the Organizational Document; and

WHEREAS, each Fund desires to appoint Custodian as its custodian for the custody of Assets (as hereinafter defined) owned by such Fund, which Assets are to be held in such accounts as such Fund may establish from time to time; and

WHEREAS, the Custodian is willing to accept such appointment on the terms and conditions hereof.

NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties hereto, intending to be legally bound, mutually covenant and agree as follows:

1. APPOINTMENT OF CUSTODIAN.

Each Fund hereby constitutes and appoints the Custodian as custodian of Assets belonging to each such Fund which have been or may be from time to time delivered to and accepted by the Custodian. Custodian accepts such appointment as a custodian and agrees to perform the duties and responsibilities of Custodian as set forth herein on the conditions set forth herein. For purposes of this Agreement, the term “Assets” shall include Securities, Underlying Shares, monies, and other property held by the Custodian for the benefit of a Fund. “Security” or “Securities” shall mean stocks, bonds, rights, warrants, certificates, instruments, obligations and all other negotiable or non-negotiable paper commonly known as Securities which have been or may from time to time be delivered to and accepted by the Custodian. The term “Securities”, as used in this Agreement, shall not include Underlying Shares. “Underlying Share” or “Underlying Shares” shall mean uncertificated shares of, or other interests in, other investment funds, accounts or vehicles, including, but not limited to, mutual funds.

(a) An “Instruction,” as used herein, shall mean a request, direction, instruction or certification initiated by a Fund and conforming to the terms of this paragraph. An Instruction may be transmitted to the Custodian by any of the following means:

(i) a writing manually signed on behalf of a Fund by an Authorized Person (as hereinafter defined);

(ii) a telephonic or other oral communication from a person the Custodian reasonably believes to be an Authorized Person;

(iii) a facsimile transmission that the Custodian reasonably believes has been signed or otherwise originated by an Authorized Person;

(iv) a communication effected through the internet or web-based functionality (including without limitation, emails, data files and other communications) on behalf of a Fund that the Custodian reasonably believes has been signed or otherwise originated by an Authorized Person (“Electronic Communication”); or (v) other means reasonably acceptable to both parties.

Instructions in the form of oral communications shall be confirmed by the appropriate Fund by either a writing (as set forth in (i) above), a facsimile (as set forth in (iii) above), or an Electronic Communication (as set forth in (iv) above), but the lack of such confirmation shall in no way affect any action taken by the Custodian in reliance upon such oral Instructions prior to the Custodian’s receipt of such confirmation. Each Fund authorizes the Custodian to record any and all telephonic or other oral Instructions communicated to the Custodian. The parties acknowledge and agree that, with respect to Instructions transmitted by facsimile, the Custodian cannot verify that the signature of an Authorized Person has been properly affixed and, with respect to Instructions transmitted by an Electronic Communication, the Custodian cannot verify that the Electronic Communication has been initiated by an Authorized Person; accordingly, the Custodian shall have no liability as a result of actions taken in reliance on unauthorized facsimile or Electronic Communication Instructions. The Custodian recommends that any Instructions transmitted by a Fund via email be done so through a secure system or process.

(b) “Special Instructions,” as used herein, shall mean Instructions countersigned or confirmed in writing by the Treasurer or any other officer or Authorized Person of a Fund, which countersignature or confirmation shall be on the same instrument containing the Instructions or on a separate instrument relating thereto.

(c) Instructions and Special Instructions shall be delivered to the Custodian at the address and/or telephone, facsimile transmission or email address agreed upon from time to time by the Custodian and each Fund.

(d) Where appropriate, Instructions and Special Instructions shall be continuing Instructions.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (e) An Authorized Person shall be responsible for assuring the accuracy and completeness of Instructions. If the Custodian reasonably determines that an Instruction is unclear or incomplete, the Custodian may notify a Fund of such determination, in which case the Fund shall be responsible for delivering to the Custodian an amended Instruction. The Custodian shall have no obligation to take any action until an Authorized Person re-delivers to the Custodian an Instruction that is clear and complete.

(f) Each Fund shall be responsible for delivering to the Custodian Instructions or Special Instructions in a timely manner, after considering such factors as the involvement of subcustodians, brokers or agents in a transaction, time zone differences, reasonable industry standards, etc. The Custodian shall have no liability if a Fund delivers Instructions or Special Instructions to the Custodian after any deadline reasonably established by the Custodian and communicated to the Fund.

(g) By providing Instructions to acquire or hold Foreign Assets, each Fund shall be deemed to have confirmed to the Custodian that the Fund has considered and accepted responsibility for all Sovereign Risks and Country Risks (as hereinafter defined) associated with investing in a particular country or jurisdiction The term “Foreign Assets”, as used herein, shall mean any Asset (including foreign currencies) for which the primary market is outside the United States, and any cash or cash equivalents that are reasonably necessary to effect a Fund’s transactions in those Assets.

3. DELIVERY OF ORGANIZATIONAL DOCUMENTS.

Each of the parties to this Agreement represents that: (a) its execution does not violate any of the provisions of its Organizational Document or other agreement governing its operations; (b) that all required corporate or organizational action to authorize the execution and delivery of this Agreement has been taken; and (c) that the person signing this Agreement is authorized to bind such party (and, in the case of the Funds, that the person signing this Agreement is authorized to bind each of the Funds listed on Appendix B, as such Appendix may be amended from time to time).

Each Fund agrees to provide the Custodian, upon reasonable request, documentation regarding the Fund necessary for the Custodian’s performance of the services provided hereunder, including, by way of example: a Fund’s Offering Memorandum, Organizational Document, by-laws (or other similar agreement governing the Fund’s operations), resolutions, the investment management or investment advisory agreement between the Fund and the Manager, W-9s and other tax-related documentation, compliance policies and procedures and other compliance documents, etc.

In addition, each Fund has delivered or will promptly deliver to the Custodian, copies of the Resolution(s) of the Fund and all amendments or supplements thereto, properly certified or authenticated, designating certain partners, managing members, director, officers, employees and/or agents of the Fund who will have continuing authority to certify to the Custodian: (a) the names, titles, signatures and scope of authority of all persons authorized to give Instructions or any other notice, request, direction, instruction, certificate or instrument on behalf of the Fund; and (b) the names, titles and signatures of those persons authorized to countersign or confirm Special Instructions on behalf of the Fund (in each of such cases collectively, the “Authorized Persons” and individually, an “Authorized Person”). Such Resolutions and certificates may be accepted and relied upon by the Custodian as conclusive evidence of the facts set forth therein and shall be considered to be in full force and effect until delivery to the Custodian of a similar Resolution or certificate to the contrary; provided, however, that the Custodian may rely upon any written designation furnished by the Fund designating persons authorized to countersign or confirm Special Instructions (as provided in Section 2(b)). Upon delivery of a certificate which deletes or does not include the name(s) of a person previously authorized to give Instructions or to countersign or confirm Special Instructions, such person shall no longer be considered an Authorized Person authorized to give Instructions or to countersign or confirm Special Instructions. Unless the certificate specifically requires that the approval of anyone else will first have been obtained, the Custodian will be under no obligation to inquire into the right of the person giving such Instructions or Special Instructions to do so. Notwithstanding any of the foregoing, no Instructions or Special Instructions received by the Custodian from a Fund will be deemed to authorize or permit any partner, managing member, director, trustee, officer, employee or agent of the Fund to withdraw any of the Assets of such Fund upon the mere receipt of such authorization, Special Instructions or Instructions from such partner, managing member, director, trustee, officer, employee or agent.

Except for Assets held by any Foreign Subcustodian, Interim Subcustodian or Special Subcustodian appointed pursuant to Sections 5(b), (c), or (d) of this Agreement, the Custodian shall have and perform the powers and duties hereinafter set forth in this Section 4. For purposes of this Section 4 all references to powers and duties of the “Custodian” shall also refer to any Domestic Subcustodian appointed pursuant to Section 5(a).

(a) Safekeeping.

The Custodian will keep safely the Assets of each Fund which are delivered to and accepted by it from time to time. The Custodian shall notify a Fund if it is unwilling or unable to accept custody of any asset of such Fund. The Custodian shall not be responsible for any property of a Fund held by a Fund and not delivered to the Custodian or for any pre-existing faults or defects in Assets that are delivered to the Custodian.

(b) Manner of Holding Securities.

(1) The Custodian shall at all times hold Securities of each Fund either: (i) by physical possession of the share certificates or other instruments representing such Securities, in registered or bearer form; in the vault of the Custodian, Domestic Subcustodian, a Special Custodian, depository or agent of the Custodian; or in an account maintained by the Custodian or agent at a Securities System (as hereinafter defined); or (ii) in book‑entry form by a Securities System in accordance with the provisions of sub‑paragraph (3) below.

(2) The Custodian may hold registrable portfolio Securities which have been delivered to it in physical form, by registering the same in the name of the appropriate Fund or its nominee, or in the name of the Custodian or its nominee, for whose actions such Fund and Custodian, respectively, shall be fully responsible. Upon the receipt of Instructions, the Custodian shall hold such Securities in street certificate form, so called, with or without any indication of representative capacity. However, unless it receives Instructions to the contrary, the Custodian will register all such portfolio Securities in the name of the Custodian’s authorized nominee. Securities held in certificated form and Underlying Shares not held in book-entry form by a Securities System shall be held in a segregated account of the Custodian containing only assets of the appropriate Fund.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (3) The Custodian may deposit and/or maintain domestic Securities owned by a Fund in, and each Fund hereby approves use of: (a) The Depository Trust & Clearing Corporation; (b) any other clearing agency registered with the Securities and Exchange Commission (“SEC”) under section 17A of the Securities Exchange Act of 1934, which acts as a securities depository; and (c) a Federal Reserve Bank or other entity authorized to operate the federal book-entry system described in the regulations of the Department of the Treasury or book-entry systems operated pursuant to comparable regulations of other federal agencies. Upon the receipt of Special Instructions, the Custodian may deposit and/or maintain domestic Securities owned by a Fund in any other domestic clearing agency that may otherwise be authorized by the SEC to serve in the capacity of depository or clearing agent for the Securities or other assets of investment companies and that acts as a Securities depository. Each of the foregoing shall be referred to in this Agreement as a “Securities System”, and all such Securities Systems shall be listed on the attached Appendix A. Use of a Securities System shall be in accordance with applicable Federal Reserve Board and SEC rules and regulations, including without limitation Rule 17f-4 under the Investment Company Act, and subject to the following provisions:

(i) The Custodian may deposit the Securities directly or through one or more agents or Subcustodians which are also qualified to act as custodians for investment companies.

(ii) Securities held in a Securities System shall be subject to any agreements or rules effective between the Securities System and the Custodian or a Subcustodian, as the case may be.

(iii) Any Securities deposited or maintained in a Securities System shall be held in an account (“Account”) of the Custodian or a Subcustodian in the Securities System that includes only assets held by the Custodian or Subcustodian on behalf of the applicable Fund.

(iv) The books and records of the Custodian shall at all times identify those Securities belonging to any one or more Funds which are maintained in a Securities System.

(v) The Custodian shall pay for Securities purchased for the account of a Fund only upon (a) receipt of advice from the Securities System that such Securities have been transferred to the Account of the Custodian in accordance with the rules of the Securities System, and (b) the making of an entry on the records of the Custodian to reflect such payment and transfer for the account of such Fund. The Custodian shall transfer Securities sold for the account of a Fund only upon (a) receipt of advice from the Securities System that payment for such Securities has been transferred to the Account of the Custodian in accordance with the rules of the Securities System, and (b) the making of an entry on the records of the Custodian to reflect such transfer and payment for the account of such Fund. Copies of all advices from the Securities System relating to transfers of Securities for the account of a Fund shall be maintained for such Fund by the Custodian. Such copies may be maintained by the Custodian in electronic form. The Custodian shall make available to the Fund or its agent on the next business day, by Electronic Communication, facsimile, or other means reasonably acceptable to both parties, daily transaction activity that shall include each day’s transactions for the account of such Fund.

(vi) The Custodian shall provide each Fund with reports required to be furnished to the Fund pursuant to Rule 17f-4 under the Investment Company Act and such other reports as from time to time may be agreed upon by the Custodian and the Fund. Without limiting the foregoing, the Custodian shall provide to each Fund: (a) sub-certifications in connection with Sarbanes-Oxley Act of 2002 certification requirements; and (b) periodic reports in such form reasonably agreed to by the parties with respect to the services hereunder and the Custodian’s compliance with its operating policies and procedures.

(1) The provisions of this Section 4(c) shall govern the custody of the Underlying Shares and, to the extent there is a conflict between such provisions and the provisions of any other section of this Agreement with respect to Underlying Shares, the terms of this Section 4(c) shall control.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (2) The Underlying Shares beneficially owned by a Fund shall be deposited and/or held in an account or accounts maintained by a transfer agent, registrar, recordkeeper, general partner, corporate secretary or other relevant third party (each a “Transfer Agent”) pursuant to Instructions to the Custodian. The Fund and the Custodian agree that the Custodian’s only responsibilities in connection with Underlying Shares shall be limited to the following:

(i) Upon receipt of a confirmation or statement from a Transfer Agent that such Transfer Agent is holding or maintaining Underlying Shares in the name of the Custodian (or a nominee of the Custodian) for the benefit of a Fund, the Custodian shall (A) mark such holdings on its books and records and (B) identify by book-entry that the relevant Underlying Shares are being held by the Custodian as custodian for the benefit of such Fund;

(ii) In accordance with Instructions, the Custodian shall (A) pay out monies from Fund Assets for the purchase of Underlying Shares for the account of the Fund and (B) record such purchase on the books and records of the Custodian; and

(iii) In accordance with Instructions, the Custodian shall (A) transfer Underlying Shares redeemed for the account of the Fund in accordance with such Instructions and (B) record such transfer on the books and records of the Custodian and, upon receipt of related proceeds, record the related payment for the account of the Fund on said books and records.

(d) Free Delivery of Assets.

Notwithstanding any other provision of this Agreement and except as provided in Section 3 hereof, the Custodian, upon receipt of Special Instructions, will undertake to make free delivery of Assets, provided such Assets are on hand and available, in connection with a Fund’s transactions and to transfer such Assets to such broker, dealer, Subcustodian, bank, agent, Securities System or otherwise as specified in such Special Instructions.

(e) Exchange of Securities.

Upon receipt of Instructions, the Custodian will exchange Securities held by it for a Fund for other Securities or cash paid in connection with any reorganization, recapitalization, merger, consolidation, conversion, or similar event, and will deposit any such Securities in accordance with the terms of any reorganization or protective plan.

Unless otherwise directed by Instructions, the Custodian is authorized to exchange Securities held by it in temporary form for Securities in definitive form, to surrender Securities for transfer into a name or nominee name as permitted in Section 4(b)(2), to effect an exchange of shares in a stock split or when the par value of the stock is changed, to sell any fractional shares, and, upon receiving payment therefor, to surrender bonds or other Securities held by it at maturity or call.

(f) Purchases of Assets.

(1) Securities Purchases. In accordance with Instructions, the Custodian shall, with respect to a purchase of Securities, pay for such Securities out of monies held for a Fund’s account for which the purchase was made, but only insofar as monies are available therein for such purpose, and receive the Securities so purchased. Unless the Custodian has received Special Instructions to the contrary, such payment will be made only upon delivery of such Securities to the Custodian, a clearing corporation of a national securities exchange of which the Custodian is a member, or a Securities System in accordance with the provisions of Section 4(b)(3) hereof. Notwithstanding the foregoing, (i) in connection with a repurchase agreement, the Custodian may release funds to a Securities System prior to the receipt of advice from the Securities System that the Securities underlying such repurchase agreement have been transferred by book‑entry into the Account maintained with such Securities System by the Custodian, provided that the Custodian’s instructions to the Securities System require that the Securities System may make payment of such funds to the other party to the repurchase agreement only upon transfer by book‑entry of the Securities underlying the repurchase agreement into such Account; (ii) in the case of options, Interest Bearing Deposits, currency deposits and other deposits, and foreign exchange transactions, pursuant to Sections 4(h), 4(l), and 4(m) hereof, the Custodian may make payment therefor before receipt of an advice of transaction; and (iii) the Custodian may make payment for Securities or other Assets prior to delivery thereof in accordance with Instructions, applicable laws, generally accepted trade practices, or the terms of the instrument representing such Security or other Asset, including, but not limited to, Securities and other Assets as to which payment for the Security and receipt of the instrument evidencing the Security are under generally accepted trade practices or the terms of the instrument representing the Security expected to take place in different locations or through separate parties.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (2) Other Assets Purchased. Upon receipt of Instructions and except as otherwise provided herein, the Custodian shall pay for and receive other Assets for the account of a Fund as provided in Instructions.

(g) Sales of Assets.

(1) Securities Sold. In accordance with Instructions, the Custodian shall, with respect to a sale, deliver or cause to be delivered the Securities thus designated as sold to the broker or other person specified in the Instructions relating to such sale. Unless the Custodian has received Special Instructions to the contrary, such delivery shall be made only upon receipt of payment therefor in the form of: (a) cash, certified check, bank cashier’s check, bank credit, or bank wire transfer; (b) credit to the account of the Custodian with a clearing corporation of a national securities exchange of which the Custodian is a member; or (c) credit to the Account of the Custodian with a Securities System, in accordance with the provisions of Section 4(b)(3) hereof. Notwithstanding the foregoing, the Custodian may deliver Securities and other Assets prior to receipt of payment for such Securities in accordance with Instructions, applicable laws, generally accepted trade practices, or the terms of the instrument representing such Security or other Asset. For example, Securities held in physical form may be delivered and paid for in accordance with “street delivery custom” to a broker or its clearing agent, against delivery to the Custodian of a receipt for such Securities, provided that the Custodian shall have taken reasonable steps to ensure prompt collection of the payment for, or return of, such Securities by the broker or its clearing agent, and provided further that the Custodian shall not be responsible for the selection of or the failure or inability to perform of such broker or its clearing agent or for any related loss arising from delivery or custody of such Securities prior to receiving payment therefor.

(2) Other Assets Sold. Upon receipt of Instructions and except as otherwise provided herein, the Custodian shall receive payment for and deliver other Assets for the account of a Fund as provided in Instructions.

(h) Options.

(1) Upon receipt of Instructions relating to the purchase of an option or sale of a covered call option, the Custodian shall: (a) receive and retain Instructions or other documents, to the extent they are provided to the Custodian, evidencing the purchase or writing of the option by a Fund; (b) if the transaction involves the sale of a covered call option, deposit and maintain in a segregated account the Securities (either physically or by book‑entry in a Securities System) subject to the covered call option written on behalf of such Fund; and (c) pay, release and/or transfer such Securities, cash or other Assets in accordance with any notices or other communications evidencing the expiration, termination or exercise of such options which are furnished to the Custodian by the Options Clearing Corporation (the “OCC”), the securities or options exchanges on which such options were traded, or such other organization as may be responsible for handling such option transactions.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (2) Upon receipt of Instructions relating to the sale of a naked option (including stock index and commodity options), the Custodian, the appropriate Fund and the broker‑dealer shall enter into an agreement to comply with the rules of the OCC or of any registered national securities exchange or similar organizations(s). Pursuant to that agreement and such Fund’s Instructions, the Custodian shall: (a) receive and retain Instructions or other documents, if any, evidencing the writing of the option; (b) deposit and maintain in a segregated account, Securities (either physically or by book‑entry in a Securities System), cash and/or other Assets; and (c) pay, release and/or transfer such Securities, cash or other Assets in accordance with any such agreement and with any notices or other communications evidencing the expiration, termination or exercise of such option which are furnished to the Custodian by the OCC, the securities or options exchanges on which such options were traded, or such other organization as may be responsible for handling such option transactions. The appropriate Fund and the broker‑dealer shall be responsible for determining the quality and quantity of assets held in any segregated account established in compliance with applicable margin maintenance requirements and the performance of other terms of any option contract.

(i) Segregated Accounts.

Upon receipt of Instructions, the Custodian shall establish and maintain on its books a segregated account or accounts for and on behalf of a Fund, into which account or accounts may be transferred Assets of such Fund, including Securities maintained by the Custodian in a Securities System pursuant to Paragraph (b)(3) of this Section 4, said account or accounts to be maintained: (i) for the purposes set forth in Sections 4(h) and 4(n); and (ii) for such other purposes as may be set forth, from time to time, in Special Instructions. The Custodian shall not be responsible for the determination of the type or amount of Assets to be held in any segregated account referred to in this paragraph.

(j) Depositary Receipts.

Upon receipt of Instructions, the Custodian shall surrender or cause to be surrendered Securities to the depository used for such Securities by an issuer of American Depositary Receipts or International Depositary Receipts (hereinafter referred to, collectively, as “ADRs”), against a written receipt therefor adequately describing such Securities and written evidence satisfactory to the organization surrendering the same that the depository has acknowledged receipt of instructions to issue ADRs with respect to such Securities in the name of the Custodian or a nominee of the Custodian, for delivery in accordance with such instructions.

Upon receipt of Instructions, the Custodian shall surrender or cause to be surrendered ADRs to the issuer thereof, against a written receipt therefor adequately describing the ADRs surrendered and written evidence satisfactory to the organization surrendering the same that the issuer of the ADRs has acknowledged receipt of instructions to cause its depository to deliver the Securities underlying such ADRs in accordance with such instructions.

Upon receipt of Instructions, the Custodian shall: (a) deliver warrants, puts, calls, rights or similar Securities to the issuer or trustee thereof (or to the agent of such issuer or trustee) for the purpose of exercise or sale, provided that the new Securities, cash or other Assets, if any, acquired as a result of such actions are to be delivered to the Custodian; and (b) deposit Assets upon invitations for tenders thereof, provided that the consideration for such Assets is to be paid or delivered to the Custodian, or the tendered Assets are to be returned to the Custodian.

Unless otherwise directed to the contrary in Instructions, the Custodian shall comply with the terms of all mandatory or compulsory exchanges, calls, tenders, redemptions, or similar rights of security ownership of which the Custodian receives notice through data services or publications to which it normally subscribes, and shall promptly notify the appropriate Fund of such action.

Each Fund agrees that if it gives an Instruction for the performance of an act on the last permissible date of a period established by the Custodian or any optional offer or on the last permissible date for the performance of such act, the Fund shall hold the Custodian harmless from any adverse consequences in connection with acting upon or failing to act upon such Instructions.

If a Fund wishes to receive periodic corporate action notices of exchanges, calls, tenders, redemptions and other similar notices pertaining to Assets and to provide Instructions with respect to such Assets via the internet, the Custodian and such Fund may enter into a Supplement to this Agreement whereby such Fund will be able to participate in the Custodian’s Electronic Corporate Action Notification Service.

(l) Interest Bearing Deposits.

Upon receipt of Instructions directing the Custodian to purchase interest bearing fixed-term certificates of deposit or call deposits (hereinafter referred to, collectively, as “Interest Bearing Deposits”) for the account of a Fund, the Custodian shall purchase such Interest Bearing Deposits with such banks or trust companies, including the Custodian, any Subcustodian or any subsidiary or affiliate of the Custodian (hereinafter referred to as “Banking Institutions”), and in such amounts as such Fund may direct pursuant to Instructions. Such Interest Bearing Deposits shall be denominated in U.S. dollars. Interest Bearing Deposits issued by the Custodian shall be in the name of the Fund. Interest Bearing Deposits issued by another Banking Institution may be in the name of the Fund or the Custodian or in the name of the Custodian for its customers generally. The responsibilities of the Custodian to a Fund for Interest Bearing Deposits issued by the Custodian shall be that of a U.S. bank for a similar deposit. With respect to Interest Bearing Deposits issued by any other Banking Institution, (a) the Custodian shall be responsible for the collection of income and the transmission of cash to and from such accounts; and (b) the Custodian shall have no duty with respect to the selection of the Banking Institution or for the failure of such Banking Institution to pay upon demand.

(m) Foreign Exchange Transactions.

(l) Each Fund may appoint the Custodian as its agent in the execution of all currency exchange transactions. If requested, the Custodian agrees to provide exchange rate and U.S. Dollar information, in writing, or by other means agreeable to both parties, to the Funds.

(2) Upon receipt of Instructions, the Custodian shall settle foreign exchange contracts or options to purchase and sell foreign currencies for spot and future delivery on behalf of and for the account of a Fund with such currency brokers or Banking Institutions as such Fund may determine and direct pursuant to Instructions. If, in its Instructions, a Fund does not direct the Custodian to utilize a particular currency broker or Banking Institution, the Custodian is authorized to select such currency broker or Banking Institution as it deems appropriate to execute the Fund’s foreign currency transaction. It is understood that all such transactions shall be undertaken by the Custodian as agent for the Funds.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (3) Each Fund accepts full responsibility for its use of third party foreign exchange brokers and for execution of said foreign exchange contracts and understands that the Fund shall be responsible for any and all costs and interest charges which may be incurred as a result of the failure or delay of its third party broker to deliver foreign exchange. The Custodian shall have no responsibility or liability with respect to the selection of the currency brokers or Banking Institutions with which a Fund deals or the performance or non-performance of such brokers or Banking Institutions.

(4) Notwithstanding anything to the contrary contained herein, upon receipt of Instructions the Custodian may, in connection with a foreign exchange contract, make free outgoing payments of cash in the form of U.S. Dollars or foreign currency prior to receipt of confirmation of such foreign exchange contract or confirmation that the countervalue currency completing such contract has been delivered or received.

(n) Pledges or Loans of Securities.

(1) Upon receipt of Instructions from a Fund, the Custodian will release or cause to be released Securities held in custody to the pledgees designated in such Instructions by way of pledge or hypothecation to secure loans incurred by such Fund with various lenders including but not limited to [ ]; provided, however, that the Securities shall be released only upon payment to the Custodian of the monies borrowed, except that in cases where additional collateral is required to secure existing borrowings, further Securities may be released or delivered, or caused to be released or delivered for that purpose upon receipt of Instructions. Upon receipt of Instructions, the Custodian will pay, but only from funds available for such purpose, any such loan upon re‑delivery to it of the Securities pledged or hypothecated therefor and upon surrender of the note or notes evidencing such loan. In lieu of delivering collateral to a pledgee, the Custodian, on the receipt of Instructions, shall transfer the pledged Securities to a segregated account for the benefit of the pledgee.

(2) Upon receipt of Instructions, the Custodian will release securities to a securities lending agent appointed by the Fund and designated in such Instructions. The Custodian shall act upon Instructions from the Fund and/or such agent in order to effect securities lending transactions on behalf of the Fund. For its services in facilitating a Fund’s securities lending activities through such agent, the Custodian may receive from the agent a portion of the agent’s securities lending revenue or a fee directly from the Fund. The Custodian shall have no responsibility or liability for any losses arising in connection with the agent’s actions or omissions, including but not limited to the delivery of Securities prior to the receipt of collateral, in the absence of negligence or willful misconduct on the part of the Custodian.

(o) Stock Dividends, Rights, Etc.

The Custodian shall receive and collect all stock dividends, rights, and other items of like nature and, upon receipt of Instructions, take action with respect to the same as directed in such Instructions.

(p) Routine Dealings.

The Custodian will, in general, attend to all routine and operational matters in accordance with industry standards in connection with the sale, exchange, substitution, purchase, transfer, or other dealings with Securities or other property of each Fund, except as may be otherwise provided in this Agreement or directed from time to time by Instructions from any particular Fund. The Custodian may also make payments to itself or others from the Assets for disbursements and out‑of‑pocket expenses incidental to handling Securities or other similar items relating to its duties under this Agreement, provided that all such payments shall be accounted for to the appropriate Fund.

The Custodian shall (a) collect amounts due and payable to each Fund with respect to Securities and other Assets; (b) promptly credit to the account of each Fund all income and other payments relating to Securities and other Assets held by the Custodian hereunder upon Custodian’s receipt of such income or payments or as otherwise agreed in writing by the Custodian and any particular Fund; (c) promptly endorse and deliver any instruments required to effect such collection; and (d) promptly execute ownership and other certificates, affidavits and other documents for all federal, state, local and foreign tax purposes in connection with receipt of income or other payments with respect to Securities and other Assets, or in connection with the transfer of such Securities or other Assets; provided, however, that with respect to Securities registered in so‑called street name, or physical Securities with variable interest rates, the Custodian shall use its best efforts to collect amounts due and payable to any such Fund. The Custodian shall not be responsible for the collection of amounts due and payable with respect to Securities or other Assets that are in default.

Any advance credit of cash or Securities or other Assets expected to be received shall be subject to actual collection and may, when the Custodian determines collection unlikely, be reversed by the Custodian.

(r) Distributions and Redemptions.

To enable each Fund to pay dividends or other distributions to holders of Interests of each such Fund, the Custodian shall release cash or Securities insofar as available. In the case of cash, the Custodian shall, upon the receipt of Instructions, transfer such funds by check or wire transfer to any account at any bank or trust company designated by each such Fund in such Instructions. In the case of Securities, the Custodian shall, upon the receipt of Special Instructions, make such transfer to any entity or account designated by each such Fund in such Special Instructions.

(s) Proceeds from Interests Sold.

The Custodian shall receive funds representing cash payments received for Interests issued or sold from time to time by each Fund, and shall credit such funds to the account of the appropriate Fund. Upon receipt of Instructions, the Custodian shall: (a) deliver all federal funds received by the Custodian in payment for Interests as may be set forth in such Instructions and at a time agreed upon between the Custodian and such Fund; and (b) make federal funds available to a Fund as of specified times agreed upon from time to time by such Fund and the Custodian, in the amount of checks received in payment for Interests which are deposited to the accounts of such Fund.

(t) Proxies and Notices; Compliance with the Shareholder Communications Act of 1985.

The Custodian shall deliver or cause to be delivered to the appropriate Fund, or its designated agent or proxy service provider, all forms of proxies, all notices of meetings, and any other notices or announcements affecting or relating to Securities or Underlying Shares owned by such Fund that are received by the Custodian and, upon receipt of Instructions, the Custodian shall execute and deliver, or cause a Subcustodian or nominee to execute and deliver such proxies or other authorizations as may be required. Except as directed pursuant to Instructions, the Custodian shall not vote upon any such Securities or Underlying Shares, or execute any proxy to vote thereon, or give any consent or take any other action with respect thereto.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document The Custodian will not release the identity of any Fund to an issuer which requests such information pursuant to the Shareholder Communications Act of 1985 for the specific purpose of direct communications between such issuer and any such Fund unless a particular Fund directs the Custodian otherwise pursuant to Instructions.

(u) Books and Records.

The Custodian shall maintain such records relating to its activities under this Agreement, which shall be open for inspection by duly authorized officers, employees or agents (including independent public accountants) of the appropriate Fund during normal business hours of the Custodian.

The Custodian shall provide accountings relating to its activities under this Agreement as shall be agreed upon by each Fund and the Custodian.

The Custodian agrees to provide duly authorized officers, employees or agents (including independent public accountants) of the Funds with reasonable access to its compliance personnel, including on-site visits, for the Fund’s compliance program. The Custodian agrees to respond to any requests from the Funds’ Chief Compliance Officer within a reasonable period of time.

(v) Opinion of Fund’s Independent Certified Public Accountants.

The Custodian shall take all reasonable action as each Fund may request to obtain from year to year favorable opinions from each such Fund’s independent certified public accountants with respect to the Custodian’s activities hereunder and in connection with the preparation of each such Fund’s periodic reports to the SEC and with respect to any other requirements of the SEC.

(w) Reports by Independent Certified Public Accountants.

At the request of a Fund, the Custodian shall deliver to such Fund a written report, which may be in electronic form, prepared by the Custodian’s independent certified public accountants with respect to the services provided by the Custodian under this Agreement, including, without limitation, the Custodian’s accounting system, internal accounting control, financial strength and procedures for safeguarding cash, Securities and other Assets, including cash, Securities and other Assets deposited and/or maintained in a Securities System or with a Subcustodian. Such report shall be of sufficient scope and in sufficient detail as may reasonably be required by such Fund and as may reasonably be obtained by the Custodian.

(x) Bills and Other Disbursements.

Upon receipt of Instructions, the Custodian shall pay, or cause to be paid, all bills, statements, or other obligations of a Fund.

(y) Sweep or Automated Cash Management.

Upon receipt of Instructions, the Custodian shall invest any otherwise uninvested cash of any Fund held by the Custodian in a money market mutual fund, a cash deposit product, or other cash investment vehicle made available by the Custodian from time to time, in accordance with the directions contained in such Instructions. A fee may be charged or a spread may be received by the Custodian for investing the Fund’s otherwise uninvested cash in the available cash investment vehicles or products.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document The Custodian shall have no responsibility to determine whether any purchases of money market mutual fund shares or any other cash investment vehicle or cash deposit product by or on behalf of the Funds under the terms of this section will cause any Fund to exceed any limitations under any applicable law on ownership of shares of another investment fund or any other asset or portfolio restrictions or limitations contained in applicable laws or regulations or the Funds’ Offering Memorandum, Organizational Document or any other agreement governing the operations of the Funds. Each Fund agrees to indemnify and hold harmless the Custodian from all losses, damages and expenses (including attorney’s fees) suffered or incurred by the Custodian as a result of a violation by such Fund of any limitations on ownership of shares of another investment fund or any other cash investment vehicle or cash deposit product.

5. SUBCUSTODIANS.

From time to time, in accordance with the relevant provisions of this Agreement, the Custodian may appoint one or more Domestic Subcustodians, Foreign Subcustodians, Special Subcustodians or Interim Subcustodians (as each is hereinafter defined) to act on behalf of any one or more Funds. For purposes of this Agreement, all Domestic Subcustodians, Special Subcustodians, Foreign Subcustodians and Interim Subcustodians shall be referred to collectively as “Subcustodians.”

(a) Domestic Subcustodians.

The Custodian may, at any time and from time to time, appoint any bank, trust company or other entity which is itself qualified under the Investment Company Act to act as a custodian, to act for the Custodian on behalf of any one or more Funds as a subcustodian for purposes of holding Assets of such Fund(s) and performing other functions of the Custodian within the United States (a “Domestic Subcustodian”). Each Fund shall approve in writing the appointment of the proposed Domestic Subcustodian; and the Custodian’s appointment of any such Domestic Subcustodian shall not be effective without such prior written approval of the Fund(s) or as otherwise provided under the Investment Company Act. Each such duly approved Domestic Subcustodian shall be reflected on Appendix A hereto.

(b) Foreign Subcustodians.

The Custodian may appoint, or cause a Domestic Subcustodian to appoint, any bank, trust company or other entity that is an “Eligible Foreign Custodian” within the meaning set forth in section (a)(1) of Rule 17f-5 under the Investment Company Act to act for the Custodian on behalf of any one or more Funds as a subcustodian or sub-subcustodian (if appointed by a Domestic Subcustodian) for purposes of holding Assets of the Fund(s) and performing other functions of the Custodian in countries other than the United States of America (hereinafter referred to as “Foreign Subcustodian” in the context of either a subcustodian or sub-subcustodian); provided that the Custodian shall have obtained a prior written approval from each Fund (which approval may be withheld in the sole discretion of the Fund) with respect to (i) the identity of any proposed Foreign Subcustodian, (ii) the country or countries in which, and the securities depositories or clearing agencies (hereinafter “Foreign Securities Depositories and Clearing Agencies”), if any, through which the Custodian, or any proposed Foreign Subcustodian is authorized to hold Securities and other Assets of each such Fund, and (iii) the form and terms of the subcustodian agreement to be entered into with the proposed Foreign Subcustodian. Each Fund shall be responsible for informing the Custodian sufficiently in advance of a proposed investment which is to be held in a country in which no Foreign Subcustodian is authorized to act, in order that there shall be sufficient time for the Custodian, or any Domestic Subcustodian, to effect the appropriate arrangements with a proposed Foreign Subcustodian, including obtaining approval as provided in this Section 5(b). In connection with the appointment of any Foreign Subcustodian, the Custodian shall, or shall cause the Domestic Subcustodian to, enter into a subcustodian agreement with the Foreign Subcustodian in form and substance approved by the Fund and satisfying the requirements of Rule 17f-5(c)(2) under the Investment Company Act. The Custodian shall not consent to the amendment of, and shall cause any Domestic Subcustodian not to consent to the amendment of, any agreement entered into with a Foreign Subcustodian, which materially affects any Fund’s rights under such agreement, except upon prior written approval of the Fund.

Notwithstanding the foregoing, in the event that a Fund shall invest in an Asset to be held in a country in which no Foreign Subcustodian is authorized to act, the Custodian shall, or shall cause the Domestic Subcustodian to, promptly notify the Fund in writing by facsimile transmission, Electronic Communication, or otherwise of the unavailability of an approved Foreign Subcustodian in such country. The Custodian and the Domestic Subcustodian, as applicable, shall be entitled to rely on and shall have no liability or responsibility for following an Instruction from a Fund and shall have no duties or liabilities under this Agreement save those that it may undertake specifically in writing with respect to each particular instance. Upon the receipt of Instructions from a Fund and the completion of any actions required by applicable law, the Custodian may, in it absolute discretion, designate, or cause the Domestic Subcustodian to designate, an entity (defined herein as “Interim Subcustodian”) designated by the Fund in Instructions, to hold such security or other Asset.

(d) Special Subcustodians.

Upon receipt of Instructions from a Fund, the Custodian shall, on behalf of a Fund, appoint one or more banks, trust companies or other entities designated in such Special Instructions to act for the Custodian on behalf of such Fund as a subcustodian for purposes of: (i) effecting third‑party repurchase transactions with banks, brokers, dealers or other entities through the use of a common custodian or subcustodian; (ii) providing depository and clearing agency services with respect to certain variable rate demand note Securities, (iii) providing depository and clearing agency services with respect to dollar denominated Securities; and (iv) effecting any other transactions designated by such Fund in Instructions. Each such designated subcustodian (hereinafter referred to as a “Special Subcustodian”) shall be listed on Appendix A attached hereto, as it may be amended from time to time. In connection with the appointment of any Special Subcustodian, the Custodian may enter into a subcustodian agreement with the Special Subcustodian.

(e) Termination of a Subcustodian.

The Custodian or Domestic Subcustodian may, at any time in its discretion upon notification to the appropriate Fund(s), terminate any Subcustodian of such Fund(s) in accordance with the termination provisions under the applicable subcustodian agreement, and upon the receipt of Special Instructions, the Custodian or Domestic Subcustodian shall terminate any Subcustodian in accordance with the termination provisions under the applicable subcustodian agreement.

Upon request of a Fund, the Custodian shall deliver, or cause the Domestic Subcustodian to deliver, to the Fund a letter or list stating: (i) the identity of each Foreign Subcustodian then acting on behalf of the Custodian; (ii) the Foreign Securities Depositories and Clearing Agencies in each foreign market through which each Foreign Subcustodian is then holding cash, securities and other Assets of the Fund; and (iii) such other information as may be requested by the Fund.

6. STANDARD OF CARE.

(a) Compliance with Laws.

The Custodian undertakes to comply with material applicable requirements of the material laws, rules and regulations of governmental authorities having jurisdiction with respect to the duties to be performed by the Custodian. Except as specifically set forth herein, the Custodian assumes no responsibility for such compliance by a Fund or any other entity.

(b) General Standard of Care.

Without limiting the foregoing, the Custodian shall exercise due care in accordance with reasonable commercial standards in discharging its duties hereunder. The Custodian shall be liable to a Fund for all losses, damages and reasonable costs and expenses suffered or incurred by such Fund resulting from a material breach of this Agreement or the fraud, negligence or willful misconduct of the Custodian; provided , however, in no event shall the Custodian be liable for special, indirect, consequential or punitive damages arising under or in connection with this Agreement.

In no event shall the Custodian incur liability hereunder if the Custodian or any Subcustodian or Securities System, or any Subcustodian, Foreign Securities Depository and Clearing Agency utilized by any such Subcustodian, or any nominee of the Custodian or any Subcustodian (individually, a “Person”) is prevented, forbidden or delayed from performing, or omits to perform, any act or thing which this Agreement provides shall be performed or omitted to be performed, by reason of: (i) any provision of any present or future law or regulation or order of the United States of America, or any state thereof, or of any foreign country, or political subdivision thereof or of any court of competent jurisdiction (and neither the Custodian nor any other Person shall be obligated to take any action contrary thereto); or (ii) any “Force Majeure,” which for purposes of this Agreement, shall mean any circumstance or event which is beyond the reasonable control of the Custodian, a Subcustodian or any agent of the Custodian or a Subcustodian and which adversely affects the performance by the Custodian of its obligations hereunder, by the Subcustodian of its obligations under its subcustodian agreement or by any other agent of the Custodian or the Subcustodian, unless in each case, such delay or nonperformance is caused by the material breach of this Agreement, fraud, negligence or willful misconduct of the Custodian. Such Force Majeure events may include any event caused by, arising out of or involving (a) an act of God, (b) accident, fire, water damage or explosion, (c) any computer, system outage or downtime or other equipment failure or malfunction caused by any computer virus or any other reason or the malfunction or failure of any communications medium, (d) any interruption of the power supply or other utility service, (e) any strike or other work stoppage, whether partial or total, (f) any delay or disruption resulting from or reflecting the occurrence of any Sovereign Risk (as defined below), (g) any disruption of, or suspension of trading in, the securities, commodities or foreign exchange markets, whether or not resulting from or reflecting the occurrence of any Sovereign Risk, (h) any encumbrance on the transferability of cash, currency or a currency position on the actual settlement date of a foreign exchange transaction, whether or not resulting from or reflecting the occurrence of any Sovereign Risk, or (i) any other cause similarly beyond the reasonable control of the Custodian.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Subject to the Custodian’s general standard of care set forth in Subsection 6(b) hereof, the Custodian shall not incur liability hereunder if any Person is prevented, forbidden or delayed from performing, or omits to perform, any act or thing which this Agreement provides shall be performed or omitted to be performed by reason of any (i) “Sovereign Risk,” which for the purpose of this Agreement shall mean, in respect of any jurisdiction, including but not limited to the United States of America, where investments are acquired or held under this Agreement, (a) any act of war, terrorism, riot, insurrection or civil commotion, (b) the imposition of any investment, repatriation or exchange control restrictions by any governmental authority, (c) the confiscation, expropriation or nationalization of any investments by any governmental authority, whether de facto or de jure, (d) any devaluation or revaluation of the currency, (e) the imposition of taxes, levies or other charges affecting investments, (f) any change in the applicable law, or (g) any other economic, systemic or political risk incurred or experienced, except as otherwise provided in this Agreement, or (ii) “Country Risk,” which for the purpose of this Agreement shall mean, with respect to the acquisition, ownership, settlement or custody of investments in a jurisdiction, all risks relating to, or arising in consequence of, systemic and markets factors affecting the acquisition, payment for or ownership of investments, including (a) the prevalence of crime and corruption in such jurisdiction, (b) the inaccuracy or unreliability of business and financial information, (c) the instability or volatility of banking and financial systems, or the absence or inadequacy of an infrastructure to support such systems, (d) custody and settlement infrastructure of the market in which such investments are transacted and held, (e) the acts, omissions and operation of any Foreign Securities Depository and Clearing Agency, (f) the risk of the bankruptcy or insolvency of banking agents, counterparties to cash and securities transactions, registrars or transfer agents, (g) the existence of market conditions which prevent the orderly execution or settlement of transactions or which affect the value of assets, and (h) the laws relating to the safekeeping and recovery of a Fund’s Assets held in custody pursuant to the terms of this Agreement.

(d) Liability for Past Records.

Neither the Custodian nor any Domestic Subcustodian shall have any liability in respect of any loss, damage or expense suffered by a Fund, insofar as such loss, damage or expense arises from the performance of the Custodian or any Domestic Subcustodian in reliance upon records that were maintained for such Fund by entities other than the Custodian or any Domestic Subcustodian prior to the Custodian’s employment hereunder.

(e) Advice of Counsel.

The Custodian and all Domestic Subcustodians shall be entitled to receive and act upon advice of counsel of its own choosing on all matters. The Custodian and all Domestic Subcustodians shall be without liability for any actions taken or omitted reasonably and in good faith pursuant to the advice of counsel.

The Custodian and any Domestic Subcustodian may reasonably rely upon the advice of any Fund and upon statements of such Fund’s accountants and other persons believed by it in good faith to be expert in matters upon which they are consulted, and neither the Custodian nor any Domestic Subcustodian shall be liable for any actions taken or omitted, in good faith, pursuant to such advice or statements.

(g) Information Services.

The Custodian may reasonably rely upon information received from issuers of Securities or other Assets or agents of such issuers, information received from Subcustodians or depositories, information from data reporting services that provide detail on corporate actions and other securities information, and other commercially reasonable industry sources; and, provided the Custodian has acted in accordance with the standard of care set forth in Section 6(b), the Custodian shall have no liability as a result of relying upon such information sources, including but not limited to errors in any such information.

(h) Instructions Appearing to be Genuine.

The Custodian and all Domestic Subcustodians shall be fully protected and indemnified in acting as a custodian hereunder upon any Resolutions of the Board of the Fund, Instructions, Special Instructions, advice, notice, request, consent, certificate, instrument or paper appearing to it to be genuine and to have been properly executed and shall, unless otherwise specifically provided herein, be entitled to receive as conclusive proof of any fact or matter required to be ascertained from any Fund hereunder a certificate signed by any officer of such Fund authorized to countersign or confirm Special Instructions. The Custodian shall be entitled to rely upon any Instructions or Special Instructions from an Authorized Person (or from a person reasonably believed by the Custodian to be an Authorized Person in accordance with Section 3 hereof). The Custodian shall be further entitled to assume that any Instructions or Special Instructions are not in any way inconsistent with the provisions of a Fund’s Organizational Documents, Offering Memorandum or any other agreement governing such Fund’s operations. The Custodian shall have no duty to inquire into or investigate the validity, accuracy or content of any Instruction or Special Instruction. The Custodian shall have no liability for any losses, damages or expenses incurred by a Fund arising from the use of a non-secure form of email or other non-secure electronic system or process.

(i) No Investment Advice.

The Custodian shall have no duty to assess the risks inherent in Securities or other Assets or to provide investment advice, accounting or other valuation services regarding any such Securities or other Assets.

(j) Exceptions from Liability.

Without limiting the generality of any other provisions hereof, neither the Custodian nor any Domestic Subcustodian shall be under any duty or obligation to inquire into, nor be liable for:

(i) the validity of the issue of any Securities purchased by or for any Fund, the legality of the purchase thereof or evidence of ownership required to be received by any such Fund, or the propriety of the decision to purchase or amount paid therefor;

(ii) the legality of the sale, transfer or movement of any Securities by or for any Fund, or the propriety of the amount for which the same were sold; or

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (iii) any other expenditures, encumbrances of Securities, borrowings or similar actions with respect to any Fund’s Assets;

and may, until notified to the contrary, presume that all Instructions or Special Instructions received by it are not in conflict with or in any way contrary to any provisions of any such Fund’s Organizational Document, Offering Memorandum or any other agreement governing the operations of the Funds.

7. LIABILITY OF THE CUSTODIAN FOR ACTIONS OF OTHERS.

(a) Domestic Subcustodians

Except as provided in Section 7(d), the Custodian shall be liable for the acts or omissions of any Domestic Subcustodian to the same extent as if such actions or omissions were performed by the Custodian itself.

(b) Liability for Acts and Omissions of Foreign Subcustodians.

The Custodian shall be liable to a Fund for any loss or damage to such Fund caused by or resulting from the acts or omissions of any Foreign Subcustodian only to the extent that, under the terms set forth in the subcustodian agreement between the Custodian or a Domestic Subcustodian and such Foreign Subcustodian, the Foreign Subcustodian has failed to perform in accordance with the standard of care imposed under such subcustodian agreement, which standard of care shall be no less than the standard of care imposed on the Custodian by this Agreement, and the Custodian or Domestic Subcustodian recovers from the Foreign Subcustodian under the applicable subcustodian agreement.

The Custodian shall not be liable to any Fund for any loss, damage or expense suffered or incurred by such Fund resulting from or occasioned by the actions or omissions of a Securities System, Interim Subcustodian, Special Subcustodian, Foreign Securities Depository or Clearing Agency unless such loss, damage or expense is caused by, or results from, the fraud, negligence or willful misconduct of the Custodian.

(d) Failure of Third Parties.

The Custodian shall not be liable for any loss, damage or expense suffered or incurred by any Fund resulting from or occasioned by the actions, omissions, neglects, defaults, insolvency or other failure of (i) any issuer of any Securities or Underlying Shares or of any agent of such issuer; (ii) any counterparty with respect to any Security or other Asset, including any issuer of any option, futures, derivatives or commodities contract; (iii) the Manager or other agent of a Fund; (iv) any broker, bank, trust company or any other person with whom the Custodian may deal (other than any of such entities acting as a Subcustodian, Securities System or Foreign Securities Depository and Clearing Agency, for whose actions the liability of the Custodian is set out elsewhere in this Agreement); or (v) any agent or depository (including but not limited to a securities lending agent or precious metals depository) with whom the Custodian may deal at the direction of, and behalf of, a Fund; unless such loss, damage or expense is caused by, or results from, the fraud, negligence or willful misconduct of the Custodian or the Custodian’s breach of the terms of any contract between the Funds and the Custodian.

The Custodian shall not be liable to the Fund for any loss or damage to the Fund resulting from the maintenance of Underlying Shares with a Transfer Agent except for losses resulting directly from the fraud, negligence or willful misconduct of the Custodian.

8. INDEMNIFICATION.

(a) Indemnification by Fund.

Subject to the limitations set forth in this Agreement, each Fund agrees to indemnify and hold harmless the Custodian and its nominees from all losses, damages and expenses (including attorneys’ fees) suffered or incurred by the Custodian or its nominee caused by or arising from actions reasonably taken by the Custodian, its employees or agents in the performance of its duties and obligations under this Agreement, including, but not limited to, any indemnification obligations undertaken by the Custodian under any relevant subcustodian agreement; provided, however, that (i) such indemnity shall not apply to the extent the Custodian is liable under Sections 6 or 7 hereof and (ii) any indemnification obligation undertaken by the Custodian with respect to a Subcustodian shall not indemnify the Subcustodian for its negligence, bad faith, willful misconduct, reckless disregard of its duties or breach of the agreement with such Subcustodian.

If any Fund requires the Custodian to take any action with respect to Securities, Underlying Shares or other Assets, which action involves the payment of money or which may, in the opinion of the Custodian, result in the Custodian or its nominee assigned to such Fund being liable for the payment of money or incurring liability of some other form, such Fund, as a prerequisite to requiring the Custodian to take such action, shall provide indemnity to the Custodian in an amount and form satisfactory to it.

Each Fund agrees to indemnify and hold harmless the Custodian for any action the Custodian takes or does not take in reliance upon directions, Instructions or Special Instructions, except for such action or inaction resulting from the Custodian’s negligence or willful misconduct or if the Custodian follows an Instruction or Written Instruction expressly forbidden by this Agreement.

(b) Indemnification by Custodian.

Subject to the limitations set forth in this Agreement, the Custodian agrees to indemnify and hold harmless each Fund from all losses, damages and expenses (including attorneys’ fees but with the exception of those damages and expenses referenced in Section 6(b)) suffered or incurred by each such Fund caused by a material breach of this Agreement or the fraud, negligence or willful misconduct of the Custodian or any agent of the Custodian or Subcustodian engaged by the Custodian.

9. ADVANCES.

In the event that the Custodian or any Subcustodian, Securities System, Foreign Securities Depository or Clearing Agency acting either directly or indirectly under agreement with the Custodian (each of which for purposes of this Section 9 shall be referred to as “Custodian”), makes any payment or transfer of funds on behalf of any Fund as to which there would be, at the close of business on the date of such payment or transfer, insufficient funds held by the Custodian on behalf of any such Fund, the Custodian may, in its discretion without further Instructions, provide an advance (“Advance”) to any such Fund in an amount sufficient to allow the completion of the transaction by reason of which such payment or transfer of funds is to be made. In addition, in the event the Custodian is directed by Instructions to make any payment or transfer of funds on behalf of any Fund as to which it is subsequently determined that such Fund has overdrawn its cash account with the Custodian as of the close of business on the date of such payment or transfer, said overdraft shall constitute an Advance. Any Advance shall be payable by the Fund on behalf of which the Advance was made on demand by Custodian, unless otherwise agreed by such Fund and the Custodian, and shall accrue interest from the date of the Advance to the date of payment by such Fund to the Custodian at a rate determined from time to time by the Custodian. It is understood that any transaction in respect of which the Custodian shall have made an Advance, including but not limited to a foreign exchange contract or transaction in respect of which the Custodian is not acting as a principal, is for the account of and at the risk of the Fund on behalf of which the Advance was made, and not, by reason of such Advance, deemed to be a transaction undertaken by the Custodian for its own account and risk. The Custodian and each of the Funds which are parties to this Agreement acknowledge that the purpose of Advances is to finance temporarily the purchase or sale of Securities for prompt delivery in accordance with the settlement terms of such transactions or to meet emergency expenses not reasonably foreseeable by a Fund. The Custodian shall promptly notify the appropriate Fund of any Advance. Such notification may be communicated by telephone, Electronic Communication or facsimile transmission or in such other manner as the Custodian may choose. Nothing herein shall be deemed to create an obligation on the part of the Custodian to advance monies to a Fund. In addition, the Funds hereby agree that they will promptly execute any documentation the Custodian reasonably believes is required under Regulation U with respect to any Advances made pursuant to this Section.

To secure the due and prompt payment of all Advances, together with any taxes, charges, fees, expenses, assessments, obligations, claims or liabilities incurred by the Custodian in connection with its or their performance of any duties under this Agreement (collectively, “Liabilities”), except for any Liabilities arising from or the Custodian’s negligence or willful misconduct, each Fund grants to the Custodian a security interest in all of the Fund’s Securities and other Assets now or hereafter in the possession of the Custodian and all proceeds thereof (collectively, the “Collateral”). A Fund shall promptly reimburse the Custodian for any and all such Liabilities. In the event that a Fund fails to satisfy any of the Liabilities as and when due and payable, the Custodian shall have in respect of the Collateral, in addition to all other rights and remedies arising hereunder or under local law, the rights and remedies of a secured party under the Uniform Commercial Code. Without prejudice to the Custodian’s rights under applicable law, the Custodian shall be entitled, without notice to the Fund, to withhold delivery of any Collateral, sell, set-off, or otherwise realize upon or dispose of any such Collateral and to apply the money or other proceeds and any other monies credited to the Fund in satisfaction of the Liabilities. This includes, but is not limited to, any interest on any such unpaid Liability as the Custodian deems reasonable, and all costs and expenses (including reasonable attorney’s fees) incurred by the Custodian in connection with the sale, set-off or other disposition of such Collateral.

11. COMPENSATION.

Each Fund will pay to the Custodian such compensation as is agreed to in writing by the Custodian and each such Fund from time to time. In addition, each Fund shall reimburse the Custodian for all out-of-pocket expenses incurred by the Custodian in connection with this Agreement, but excluding salaries and usual overhead expenses. Such compensation, and expenses shall be billed to each such Fund and paid in cash to the Custodian.

12. POWERS OF ATTORNEY.

Upon request, each Fund shall deliver to the Custodian such proxies, powers of attorney or other instruments as may be reasonable and necessary or desirable in connection with the performance by the Custodian or any Subcustodian of their respective obligations under this Agreement or any applicable subcustodian agreement.

The Custodian shall have no responsibility or liability for any obligations now or hereafter imposed on a Fund or on the Custodian as custodian for such Fund by the tax law of any country or of any state or political subdivision thereof. Each Fund agrees to indemnify the Custodian for and against any such obligations including taxes, tax reclaims, withholding and reporting requirements, claims for exemption or refund, additions for late payment, interest, penalties and other expenses (including legal expenses) that may be assessed against the Fund or the Custodian as custodian of a Fund.

14. TERMINATION AND ASSIGNMENT.

Any Fund or the Custodian may terminate this Agreement by notice in writing, delivered or mailed, postage prepaid (certified mail, return receipt requested) to the other not less than 90 days prior to the date upon which such termination shall take effect. Upon termination of this Agreement, the appropriate Fund shall pay to the Custodian such fees as may be due the Custodian hereunder as well as its reimbursable disbursements, costs and expenses paid or incurred. Upon termination of this Agreement, the Custodian shall deliver, at the terminating party’s expense, all Assets held by it hereunder to a successor custodian designated by the Fund or, if a successor custodian is not designated, then to the appropriate Fund or as otherwise designated by such Fund by Special Instructions. Upon such delivery, the Custodian shall have no further obligations or liabilities under this Agreement except as to the final resolution of matters relating to activity occurring prior to the effective date of termination. In the event that for any reason Securities or other Assets remain in the possession of the Custodian after the date such termination shall take effect, the Custodian shall be entitled to compensation at the same rates as agreed to by the Custodian and the Funds during the term of this Agreement as set forth in Section 11.

This Agreement may not be assigned by the Custodian or any Fund without the respective written consent of the other.

15. ADDITIONAL FUNDS.

An additional Fund or Funds may become a party to this Agreement after the date hereof by an instrument in writing to such effect signed by such Fund or Funds and the Custodian. If this Agreement is terminated as to one or more of the Funds (but less than all of the Funds) or if an additional Fund or Funds shall become a party to this Agreement, there shall be delivered to each party an Appendix B or an amended Appendix B, signed by each of the additional Funds (if any) and each of the remaining Funds as well as the Custodian, deleting or adding such Fund or Funds, as the case may be. The termination of this Agreement as to less than all of the Funds shall not affect the obligations of the Custodian and the remaining Funds hereunder as set forth on the signature page hereto and in Appendix B as revised from time to time.

For the avoidance of doubt, this Agreement shall be deemed to be a separate agreement with respect to each Fund that becomes a party, and the obligations and liabilities of each Fund hereunder shall be several and shall not be joint.

16. NOTICES.

As to each Fund, notices, requests, instructions and other writings delivered to: [Fund Name] c/o Neuberger Berman Investment Advisers LLC, Attn: Mark Bonner, Assistant Treasurer, 53 State Street, Suite 1303, 13th Floor, Boston, Massachusetts 02109, with copy to: Neuberger Berman, 1290 Avenue of the Americas, Attn: Legal Department, Mutual Funds, New York, New York 10104-0002, postage prepaid, or to such other address as any particular Fund may have designated to the Custodian in writing, shall be deemed to have been properly delivered or given to a Fund.

Notices, requests, instructions and other writings delivered to the Custodian at its office at [ ], Attn: [ ], [ ], postage prepaid, or to such other addresses as the Custodian may have designated to each Fund in writing, shall be deemed to have been properly delivered or given to the Custodian hereunder; provided, however, that procedures for the delivery of Instructions and Special Instructions shall be governed by Section 2(c) hereof.

The parties agree that all information, books and records provided by the Custodian or the Funds to each other in connection with this Agreement, and all information provided by either party pertaining to its business or operations, is “Confidential Information.” All Confidential Information shall be used by the party receiving such information only for the purpose of providing or obtaining services under this Agreement and, except as may be required to carry out the terms of this Agreement, shall not be disclosed to any other party without the express consent of the party providing such Confidential Information. The foregoing limitations shall not apply to any information that is available to the general public other than as a result of a breach of this Agreement, or that is required to be disclosed by or to any entity having regulatory authority over a party hereto or any auditor of a party hereto or that is required to be disclosed as a result of a subpoena or other judicial process, or otherwise by applicable laws.

18. ANTI-MONEY LAUNDERING COMPLIANCE.

The Funds represent and warrant that they have established and maintain policies and procedures designed to meet the requirements imposed by the USA PATRIOT Act, including policies and procedures designed to detect and prevent money laundering, including those required by the USA PATRIOT Act. The Funds agree to provide to the Custodian, from time to time upon the request of the Custodian, certifications regarding its compliance with the USA PATRIOT Act and other anti-money laundering laws. The Funds acknowledge that, because the Custodian will not have information regarding the shareholders of the Funds, the Funds will assume responsibility for customer identification and verification and other CIP requirements in regard to such shareholders.

19. MISCELLANEOUS.

(a) This Agreement is executed and delivered in the State of [ ] and shall be governed by the laws of such state.

(b) All of the terms and provisions of this Agreement shall be binding upon, and inure to the benefit of, and be enforceable by the respective successors and assigns of the parties hereto.

(c) No provisions of this Agreement may be amended, modified or waived in any manner except in writing, properly executed by both parties hereto; provided, however, Appendix A may be amended from time to time as Domestic Subcustodians, Securities Systems, and Special Subcustodians are approved or terminated according to the terms of this Agreement.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (d) The captions in this Agreement are included for convenience of reference only, and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect.

(e) This Agreement shall be effective as of the date of execution hereof.

(f) This Agreement may be executed simultaneously in two or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.

(g) If any part, term or provision of this Agreement is held to be illegal, in conflict with any law or otherwise invalid by any court of competent jurisdiction, the remaining portion or portions shall be considered severable and shall not be affected, and the rights and obligations of the parties shall be construed and enforced as if this Agreement did not contain the particular part, term or provision held to be illegal or invalid.

(h) This Agreement, as amended from time to time, constitutes the entire understanding and agreement of the parties thereto with respect to the subject matter therein and accordingly, supersedes as of the effective date of this Agreement any custodian agreement heretofore in effect between the Funds and the Custodian.

(i) The rights and obligations contained in Sections 6, 7, 8, 9, 10, 11 and 17 of this Agreement shall continue, notwithstanding the termination of this Agreement, in order to fulfill the intention of the parties as described in such Sections.

[Remainder of page intentionally left blank.]

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document IN WITNESS WHEREOF, the parties hereto have caused this Custody Agreement to be executed by their respective duly authorized officers.

THE FUNDS

Attest: By:

Name:

Title:

Date:

[ ]

Attest: By:

Name:

Title:

Date:

CUSTODY AGREEMENT

The following Subcustodians and Securities Systems are approved for use in connection with the Custody Agreement dated ______, 2018.

SECURITIES SYSTEMS:

Depository Trust Company

Federal Book Entry

SPECIAL SUBCUSTODIANS:

DOMESTIC SUBCUSTODIANS:

THE FUNDS [ ]

By: By:

Name: Name:

Title: Title:

Date: Date:

CUSTODY AGREEMENT

The following investment funds (“Funds”) are hereby made parties to the Custody Agreement dated ______, 201, with [ ] (“Custodian”) and agree to be bound by all the terms and conditions contained in said Agreement:

NB Crossroads Private Markets Fund VI LP NB Crossroads Private Markets Fund VI Advisory LP NB Crossroads Private Markets Fund VI Custody LP NB Crossroads Private Markets Fund VI Holdings LP

THE FUNDS

Attest: By:

Name:

Title:

Date:

[ ]

Attest: By:

Name:

Title:

Date:

ADMINISTRATION, FUND ACCOUNTING AND RECORDKEEPING AGREEMENT

THIS ADMINISTRATION, FUND ACCOUNTING AND RECORDKEEPING AGREEMENT (the “Agreement”) is made as of ______, 2019, by and between UMB Fund Services, Inc., a Wisconsin corporation (the “Administrator”) and each of the Funds set forth on Appendix A hereto (each such Fund shall hereinafter referred to as a “Fund” and collectively the “Funds”). Although the Administrator and each Fund have executed this Agreement in the form of a master agreement for administrative convenience, this Agreement shall create a separate Agreement for each Fund as though the Administrator had executed a separate Agreement with each Fund. The rights and obligations of each Fund under this Agreement are several. No rights, responsibilities or liabilities of a Fund shall be attributed to any other Fund.

WHEREAS, the Fund is registered as a closed-end, non-diversified management investment company under the Investment Company Act of 1940, as amended (as defined below); and

WHEREAS, the Fund and Administrator desire to enter into an agreement pursuant to which Administrator shall provide Services to the Fund.

NOW, THEREFORE, in consideration of the mutual promises and agreements herein contained and other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto, intending to be legally bound, do hereby agree as follows:

1. Definitions In addition to any terms defined in the body of this Agreement, the following capitalized terms shall have the meanings set forth hereinafter whenever they appear in this Agreement:

“1933 Act” shall mean the Securities Act of 1933, as amended.

“1940 Act” shall mean the Investment Company Act of 1940, as amended.

“Authorized Person” shall mean any individual who is authorized to provide Administrator with Instructions and requests on behalf of the Fund, whose name shall be certified to Administrator from time to time pursuant to Section 3(a) of this Agreement. Each Authorized Person has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Administrator the names of the Authorized Persons from time to time.

“Commission” shall mean the U.S. Securities and Exchange Commission.

“Instructions” shall mean an oral communication from an Authorized Person or a written communication signed by an Authorized Person and sent to Administrator by certified mail, overnight courier or email. Instructions shall include manually executed originals, telefacsimile transmissions of manually executed originals or electronic communications.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document “Interests” shall mean interests in, units of, or such other measurement of ownership of the Fund representing interests in a separate portfolio of securities and other assets.

“Investment Adviser” shall mean the investment adviser or investment advisers to the Fund and includes all sub-advisers or persons performing similar services.

“Investor” shall mean a record owner of Interests.

“Manager” shall mean the Fund’s managing member or general partner.

“Offering Documents” or “Operating Agreement” shall mean each Fund’s limited liability company agreement, limited partnership agreement, by-laws or memorandum and articles of association, and any successor thereto, and any other documents required to be provided to Investors or potential Investors.

“Services” shall mean the administration, fund accounting and recordkeeping services described on Schedule A hereto and such additional services as may be agreed to by the parties from time to time and set forth in an amendment to Schedule A.

2. Appointment and Services

(a) Subject to the terms and conditions of this Agreement, the Fund hereby appoints Administrator as administrator, fund accountant and recordkeeper of the Fund and hereby authorizes Administrator to provide Services during the term of this Agreement. Subject to the direction and control of the Fund’s Manager and its current and its Authorized Persons, Administrator will provide the Services in accordance with the terms of this Agreement. Notwithstanding anything herein to the contrary, Administrator shall not be required to provide any Services or information that it believes, in its reasonable discretion, to represent dishonest, unethical or illegal activity. In no event shall Administrator provide any investment advice or recommendations to any party in connection with its Services hereunder.

(b) Administrator may from time to time, in its reasonable discretion, with the prior consent of the Fund (which may be an oral communication or a written communication provided by certified mail, overnight courier or email) which shall not unreasonably be withheld, appoint one or more other parties to carry out some or all of its duties under this Agreement, provided that Administrator shall diligently monitor such other parties’ performance of any delegated duties, shall provide the Fund with such other information as reasonably requested by the Fund about any such appointments, and shall remain responsible to the Fund for all such delegated responsibilities in accordance with the terms and conditions of this Agreement, in the same manner and to the same extent as if Administrator were providing such Services itself. Notwithstanding the foregoing, Administrator may appoint unaffiliated third parties to provide ministerial services related to the Services provided hereunder without the Fund’s consent.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (c) Administrator’s duties shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against Administrator hereunder. The Services do not include correcting, verifying or addressing any prior actions or inactions of the Fund, the Manager, or by any other current or prior service provider. To the extent that Administrator agrees to take such actions, those actions shall be deemed part of the Services.

(d) Administrator shall not be responsible for the payment of any fees or taxes required to be paid by the Fund in connection with the issuance of any Interests in accordance with this Agreement.

(e) Any Instruction that affects accounting practices and procedures under this Agreement shall be effective upon written receipt of notice and acceptance by Administrator.

(f) Nothing in this Agreement shall be deemed to appoint Administrator and its officers, directors and employees as the Fund’s attorney, form an attorney-client relationship or require the provision of legal advice. The Fund acknowledges that Administrator’s in-house attorneys exclusively represent Administrator and rely on the Fund’s legal counsel to review all services provided by Administrator’s in-house attorneys and to provide independent judgment on the Fund’s behalf. Because no attorney-client relationship exists between Administrator’s in-house attorneys and the Fund, any information provided to the Administrator’s in-house attorneys may not be privileged and may be subject to compulsory disclosure under certain circumstances, notwithstanding the provisions of Section 5. Administrator represents that it will maintain the confidentiality of information disclosed to its in-house attorneys on a best efforts basis.

(g) The Administrator shall keep those records specified in Schedule C hereto in the form and manner, and for such period, as it may deem advisable but not inconsistent with the rules and regulations of appropriate government authorities, in particular Rules 31a-2 and 31a-3 under the 1940 Act. The Administrator shall only destroy records at the direction of the Fund, and any such destruction shall comply with the provisions of Section 248.30(b) of Regulation S-P (17 CFR 248.1-248.30). The Administrator may deliver to the Fund from time to time at the Administrator’s discretion, for safekeeping or disposition by the Fund in accordance with law, such records, papers and documents accumulated in the execution of its duties hereunder, as the Administrator may deem expedient, other than those which the Administrator is itself required to maintain pursuant to applicable laws and regulations. The Fund shall assume all responsibility for any failure thereafter to produce any record, paper, or other document so returned, if and when required. Administrator hereby agrees that all records which it maintains for the Fund pursuant to its duties hereunder are the property of the Fund and further agrees to surrender promptly to the Fund any of such records upon the Manager’s request.

3. Representations and Deliveries

(a) The Fund shall deliver or cause the following documents to be delivered to Administrator:

(1) A true and complete copy of the Operating Agreement and all amendments thereto;

(2) Copies of the Fund’s Offering Documents, as of the date of this Agreement, together with any subscription documents;

(3) A certificate containing the names of the initial Authorized Persons in a form acceptable to Administrator. Any officer of the Fund shall be considered an Authorized Person (unless such authority is limited in a writing from the Fund and received by Administrator) and has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Administrator the names of the Authorized Persons from time to time.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (4) All Investor account records in a format reasonably acceptable to Administrator and at the Fund’s expense.

(5) All other documents, records and information reasonably available to the Fund or the Manager that Administrator may reasonably request in order for Administrator to perform the Services hereunder.

(b) The Fund represents and warrants to Administrator that:

(1) It is a limited partnership duly organized and existing under the laws of the jurisdiction listed on Appendix A; it is empowered under applicable laws and by its Operating Agreement to enter into and perform this Agreement; and all requisite legal proceedings have been taken to authorize it to enter into and perform this Agreement, including any resolutions necessary to appoint Administrator and authorize the execution of this Agreement on behalf of the Fund.

(2) The Fund is authorized to offer and sell Interests in the Fund in reliance on exemptions provided in the 1933 Act and state securities laws for transactions not involving any public offering.

(3) It is conducting its business in compliance in all material respects with any applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule regulation, order or judgment binding on it and no provision of its Operating Agreement or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement.

(c) During the term of this Agreement the Fund shall have the ongoing obligation to provide Administrator with the following documents as soon as they become effective: (i) certified copies of all amendments to its Operating Agreement made after the date of this Agreement; and, (ii) a copy of the Fund’s currently effective Offering Documents. For purposes of this Agreement, Administrator shall not be deemed to have notice of any information contained in any such Offering Document until a reasonable time after it is actually received by Administrator.

(d) The Manager and Investment Adviser have and retain primary responsibility for all compliance matters relating to the Fund, including but not limited to compliance with all applicable provisions of the 1934 Act, the 1940 Act, state securities laws, the Internal Revenue Code of 1986, as amended, the USA PATRIOT Act of 2001 (including checking persons submitting Subscription Agreements against the OFAC list if Administrator is not directed to do so), the Sarbanes-Oxley Act of 2002 and the policies and limitations of the Fund relating to the portfolio investments as set forth in the Offering Documents. Administrator’s Services hereunder shall not relieve the Manager and the Investment Adviser of their primary day-to-day responsibility for assuring such compliance. Notwithstanding the foregoing, Administrator will be responsible for its own compliance with such statutes insofar as such statutes are applicable to the Services it has agreed to provide hereunder, and will promptly notify the Fund if it becomes aware of any material non- compliance which relates to the Fund.

(e) The Fund agrees to take or cause to be taken all requisite steps to comply with any applicable Blue Sky laws in all states in which the Interests shall at the time be offered for sale. If the Fund receives notice of any stop order or other proceeding in any such state affecting the sale of Interests, or of any stop order or other proceeding under the federal securities laws affecting the sale of Interests, the Fund will give prompt notice thereof to Administrator.

(f) The Fund agrees that it shall advise Administrator in writing as early as practicable to affecting any change to its Offering Documents or Operating Agreement or adopt any policies that the Fund knows, or reasonably should have known, would increase or alter the duties and obligations of Administrator hereunder, and shall not proceed with such change if it has received notice from the Administrator that Administrator cannot perform the proposed changes to its duties and obligations hereunder and/or that additional fees are warranted.

(i) The Manager of the Fund shall cause the Investment Adviser, prime broker and/or custodian, legal counsel, independent accountants and other service providers and agents, past or present, for the Fund to reasonably cooperate with Administrator and to provide Administrator with such information, documents and communications as reasonably necessary and/or appropriate or as reasonably requested by Administrator, to enable Administrator to perform the Services. In connection with the performance of the Services, Administrator shall (without investigation or verification) be entitled, and is hereby instructed to, rely upon any and all Instructions, communications, information or documents provided to Administrator by an officer or representative of the Manager or the Fund or by any of the aforementioned persons. Administrator shall be entitled to rely on any document that it reasonably believes to be genuine and to have been signed or presented by the proper party. Fees charged by such persons shall be an expense of the Fund or the Manager. Administrator shall not be held to have notice of any change of authority of any Authorized Person, agent, representative or employee of the Manager, the Fund, Investment Adviser or service provider until receipt of written notice thereof from the Fund.

(ii) The Fund shall provide Administrator with an updated certificate evidencing the appointment, removal or change of authority of any Authorized Person, it being understood Administrator shall not be held to have notice of any change in the authority of any Authorized Person until receipt of written notice thereof from the Fund.

(iii) Administrator, its officers, agents or employees shall accept Instructions given to them by any person representing or acting on behalf of the Fund only if such representative is an Authorized Person. The Fund agrees that when oral Instructions are given, it shall, upon the request of Administrator, confirm such Instructions in writing.

(iv) At any time, Administrator may request Instructions from the Fund with respect to any matter arising in connection with this Agreement. If such Instructions are not received within five business days, upon written or electronic notice to the Fund, Administrator may seek advice from legal counsel for the Fund at the expense of the Fund and it shall not be liable for any action taken or not taken by it in good faith in accordance with such instructions or in accordance with such advice of counsel for the Fund.

(h) Administrator represents and warrants to the Fund that:

(i) It is a corporation duly organized and existing under the laws of the State of Wisconsin; it is empowered under applicable law and by its Articles of Incorporation and By-laws to enter into and perform this Agreement; and all requisite proceedings have been taken to authorize it to enter into and perform this Agreement.

(ii) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule regulation, order or judgment binding on it and no provision of its operating documents or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement.

(iii) Administrator will provide office space, facilities, equipment and personnel sufficient to carry out its services hereunder and Administrator shall maintain a disaster recovery and business continuity plan and adequate and reliable computer and other equipment necessary and appropriate to carry out its obligations under this Agreement. Upon the Fund’s reasonable request, Administrator shall provide supplemental information concerning the aspects of its disaster recovery and business continuity plan that are relevant to the Services.

(iv) Administrator shall exercise reasonable care, act in good faith and continue to comply in all material respects with applicable laws and regulations in the performance of the Services.

(a) As compensation for the performance of the Services, the Fund agrees to pay Administrator the fees set forth on Schedule B hereto. Fees shall be adjusted in accordance with Schedule B or as otherwise agreed to by the parties from time to time. Fees shall be earned and paid quarterly based on net assets at the beginning of the quarter in an amount equal to at least 1/4th of the applicable annual fee. The parties may amend this Agreement to include fees for any additional services, or enhancements to current Services, as mutually agreed upon. Unless otherwise agreed at the time, the Fund agrees to pay Administrator’s then current rate for Services added to, or for any enhancements to existing Services set forth on, Schedule A after the execution of this Agreement. In addition, to the extent that Administrator corrects, verifies or addresses any prior actions or inactions by the Fund, the Manager, or by any prior service provider, Administrator shall be entitled to additional fees as provided in Schedule B. In the event of any disagreement between this Agreement and Schedule B, the terms of Schedule B shall control.

(b) For the purpose of determining fees payable to Administrator, net asset value shall be computed in accordance with the Fund’s policies and procedures, including any valuation policies and procedures, Operating Agreement, the Offering Documents and Instructions. Upon any termination of this Agreement before the end of any quarter, the fee for such part of a quarter shall be pro-rated according to the proportion which such period bears to the full quarterly period and shall be payable upon the date of termination of this Agreement. Should this Agreement be terminated or the Fund be liquidated, merged with or acquired by another fund, any accrued fees shall be immediately payable.

(c) Administrator will bear all expenses incurred by it in connection with its performance of Services, except as otherwise provided herein. Administrator shall not be required to pay or finance any costs and expenses incurred in the operation of the Fund, including, but not limited to: taxes; interest; brokerage fees and commissions; salaries, fees and expenses of Authorized Persons; Commission fees and state Blue Sky fees; advisory fees; charges of custodians, and other service providers; security pricing services; insurance premiums; outside auditing and legal expenses; costs of organization and maintenance of partnership existence; taxes and fees payable to federal, state and other governmental agencies; preparation, typesetting, printing, proofing and mailing of Offering Documents, notices, forms and applications and proxy materials for regulatory purposes and for distribution to current Investors; preparation, typesetting, printing, proofing and mailing and other costs of Investor reports; expenses in connection with the electronic transmission of documents and information including electronic filings with the Commission and the states; research and statistical data services; expenses incidental to holding meetings of the Fund’s Investors and other Fund personnel; fees and expenses associated with internet, e-mail and other related activities; and extraordinary expenses.

(d) The Fund agrees to promptly reimburse Administrator for all out-of-pocket expenses or disbursements incurred by Administrator in connection with the performance of Services under this Agreement; provided that the Administrator shall notify the Fund and Manager in writing of any such out-of-pocket expenses before they are incurred. Out-of-pocket expenses shall include, but not be limited to, those items specified on Schedule B hereto.

(e) The Fund agrees to pay all amounts due hereunder within ninety (90) days of receipt of each invoice (the “Due Date”). Administrator shall bill Service fees and out-of-pocket expenses quarterly.

(f) The Fund is aware that its failure to remit to Administrator all amounts due on or before the Due Date will cause Administrator to incur costs not contemplated by this Agreement, including, but not limited to carrying, processing and accounting charges. Accordingly, in the event that Administrator does not receive any amounts due hereunder by the Due Date, the Fund agrees to pay a late charge on the overdue amount equal to one and one-half percent (1.5%) per month or the maximum amount permitted by law, whichever is less. In addition, the Fund shall pay Administrator’s reasonable attorney’s fees and court costs if any amounts due Administrator are collected by or through an attorney. The parties hereby agree that such late charge represents a fair and reasonable computation of the costs incurred by reason of the Fund’s late payment. Acceptance of such late charge shall in no event constitute a waiver by Administrator of the Fund’s default or prevent Administrator from exercising any other rights and remedies available to it.

(g) In the event that any charges are disputed, the Fund shall, on or before the Due Date, pay all undisputed amounts due hereunder and notify the Administrator in writing of any disputed charges for out-of-pocket expenses which it is disputing in good faith. Payment for such disputed charges shall be due on or before the close of the fifth business day after the day on which Administrator provides documentation which an objective observer would agree reasonably supports any disputed charges (the “Revised Due Date”). Late charges shall not begin to accrue as to charges disputed in good faith until the first day after the Revised Due Date.

(h) The Fund acknowledges that the fees charged by Administrator under this Agreement reflect the allocation of risk between the parties, including the exclusion of remedies and limitations of liability in Section 6. Modifying the allocation of risk from what is stated herein would affect the fees that Administrator charges. Accordingly, in consideration of those fees, the Fund agrees to the stated allocation of risk.

The Administrator agrees on behalf of itself and its employees to treat confidentially and as proprietary information of the Fund all records relative to the Fund’s Investors, not to use such records and information for any purpose other than performance of the Services, and not to disclose such information except where the Administrator may be exposed to civil or criminal proceedings for failure to comply, when requested to divulge such information by duly constituted authorities or court process, when subject to governmental or regulatory audit or investigation, or when so requested by the Fund In writing, and in each such case (other than upon written request of the Fund) the Administrator shall, unless prohibited by law from doing so, give the Manager 5 business days’ prior written notice before any such disclosure. In case of any requests or demands for inspection of the records of the Fund, the Administrator shall notify the Manager promptly and secure instructions from an Authorized Person as to such inspection, unless prohibited by law from making such notification. Records and information which have become known to the public through no wrongful act of the Administrator or any of its employees, agents or representatives, and information which was already in the possession of the Administrator prior to the date hereof, shall not be subject to this Section.

6. Limitation of Liability In addition to the limitation of liability contained in Section 3 of this Agreement:

(a) Administrator shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Fund in connection with the matters to which this Agreement relates, except for a loss resulting from the Administrator’s willful misfeasance, bad faith or gross negligence in the performance of its duties, from a material breach by the Administrator of any representation or warranty made hereunder or from reckless disregard or material breach by it of its obligations and duties under this Agreement. Furthermore, Administrator shall not be liable for: (i) any action taken or omitted to be taken in accordance with or in reasonable reliance upon written or oral instructions, advice, data, documents or information (without investigation or verification) received by Administrator from any Authorized Person or any representatives of the Fund, Manager or Investment Adviser or other Fund service provider; (ii) its reliance on the security valuations without investigation or verification provided by pricing service(s), the Manager or other representatives of the Fund; (iii) any liability arising from the offer or sale of any Interest by the Fund in reliance on exemptions from registration under the 1933 Act and the applicable securities laws of each state and territory in which the Fund intends to offer and sell Interests; or (iv) any action taken or omission by the Fund, the Manager, Investment Adviser or any past or current service provider (not including Administrator).

(b) Notwithstanding anything herein to the contrary, Administrator will be excused from its obligation to perform any Service or obligation required of it hereunder for the duration that such performance is prevented by events beyond its reasonable control and shall not be liable for any default, damage, loss of data or documents, errors, delay or any other loss whatsoever caused thereby. Administrator will, however, (i) take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond its reasonable control and (ii) notify the Manager or Fund promptly upon becoming aware of any such interruptions.

(c) In no event and under no circumstances shall the Indemnified Parties (as defined below) be liable to anyone, including, without limitation, the other party, under any theory of tort, contract, strict liability or other legal or equitable theory for lost profits, exemplary, punitive, special, indirect or consequential damages for any act or failure to act under any provision of this Agreement regardless of whether such damages were foreseeable and even if advised of the possibility thereof.

(d) Notwithstanding any other provision of this Agreement, Administrator shall have no duty or obligation under this Agreement to inquire into, and shall not be liable for:

(i) the legality of the issue or sale of any Interests, the sufficiency of the amount to be received therefor, or the authority of the Fund, as the case may be, to request such sale or issuance;

(ii) the legality of a subscription or tender of any Interests, the propriety of the amount to be paid therefor, or the authority of the Fund, as the case may be, to request such subscription or tender;

(iii) the legality of the declaration of any dividend by the Fund, or the legality of the issue of any Interests in payment of any dividend;

(iv) the legality of any recapitalization or readjustment of Interests;

(v) Administrator’s acting upon telephone or electronic instructions relating to the subscription or tender of Interests received by Administrator in accordance with procedures established by Administrator and the Fund; or

(vi) the offer or sale of Interests in violation of any requirement under the securities laws or regulations of any state that such Interests be qualified for sale in such state or in violation of any stop order or determination or ruling by any state with respect to the offer or sale of such Interests in such state.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (e) The obligations of the parties under Section 6 shall indefinitely survive the termination of this Agreement.

(a) The Fund agrees to indemnify and hold harmless Administrator, its employees, agents, officers, directors, shareholders, affiliates and nominees (collectively, “Indemnified Parties”) from and against any and all claims, demands, actions and suits, and any and all judgments, liabilities, losses, damages, costs, charges, reasonable counsel fees and other expenses of every nature and character which may be asserted against or incurred by any Indemnified Party or for which any Indemnified Party may be held liable (a “Claim”), arising out of any of the following:

(i) any action or omission of Administrator hereunder, except to the extent a Claim resulted from Administrator’s willful misfeasance, bad faith, gross negligence in the performance of its duties or material breach by it of its obligations or duties hereunder or material breach by it of any of its representations or warranties hereunder;

(ii) Administrator’s reliance on, implementation of, or use of Instructions, communications, data, documents or information (without investigation or verification) received by Administrator from an Authorized Person or from an officer or representative of the Fund, the Manager, Investment Adviser or any past or current service provider (not including Administrator) in accordance with procedures or practices established by Administrator and the Fund; provided that Administrator shall consult with Manager before relying on any such Instructions, communications, data, documents or information provided by anybody who is not an Authorized Person;

(iii) any action taken, or omission by the Fund, the Manager, Investment Adviser or any past or current service provider (not including Administrator or its affiliates);

(iv) the Fund’s refusal or failure to comply with the terms of this Agreement, or any Claim that arises out of the Fund’s gross negligence or misconduct or breach of any representation or warranty of the Fund made herein;

(v) the legality of the issue or sale of any Interests, the sufficiency of the amount received therefore, or the authority of the Fund, as the case may be, to have requested such sale or issuance;

(vi) the legality of the declaration of any dividend by the Fund, or the legality of the issue of any Interests in payment of any dividend;

(vii) the legality of any recapitalization or readjustment of Interests;

(viii) Administrator’s acting upon telephone or electronic instructions relating to the subscription or tender of Interests received by Administrator in accordance with procedures established by Administrator and the Fund;

(ix) the acceptance, processing and/or negotiation of a fraudulent payment for the purchase of Interests unless the result of Administrator’s or its affiliates’ willful misfeasance, bad faith or gross negligence in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement. In the absence of a finding to the contrary, the acceptance, processing and/or negotiation of a fraudulent payment for the subscription or tender of Interests shall be presumed not to have been the result of Administrator’s or its affiliates’ willful misfeasance, bad faith or gross negligence; and

(x) the offer or sale of Interests in violation of any requirement under the securities laws or regulations of any state that such Interests be qualified for sale in such state or in violation of any stop order or determination or ruling by any state with respect to the offer or sale of such Interests in such state.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (b) In no event shall the Fund or Manager be required to indemnify or hold harmless any Administrator Indemnified Party in connection with any of the above described Claims to the extent the applicable Claim arises out of or in connection with the Administrator’s refusal or failure to comply with the terms of this Agreement or the Administrator’s own gross negligence or misconduct or breach of any representation or warranty made by it herein.

(c) Administrator agrees to indemnify and hold harmless the Fund, the Manager and their respective employees, agents, officers, directors, shareholders, affiliates and nominees (collectively, “Manager Indemnified Parties” and, together with the Administrator Indemnified Parties, the “Indemnified Parties”) from and against any and all Claims arising out of any of the following:

(i) the Administrator’s willful misfeasance, bad faith, negligence in the performance of its duties or from reckless disregard by it of its obligations and duties hereunder; or

(ii) the Administrator’s refusal or failure to comply with the terms of this Agreement, or the Administrator’s breach of any representation or warranty of the Administrator made herein.

(d) Each party will notify the other promptly after identifying any situation which it believes presents or appears likely to present a Claim for which the other party may be required to indemnify or hold the applicable Indemnified Parties harmless hereunder. In such event, the indemnifying party shall have the option to defend the applicable Indemnified Parties against any Claim, and, in the event that the indemnifying party so elects, such defense shall be conducted by counsel chosen by the indemnifying party and approved by the other party in its reasonable discretion. The applicable Indemnified Parties shall not confess any Claim or make any compromise in any case in which the other party will be asked to provide indemnification, except with such other party’s prior written consent.

(e) The obligations of the parties under Section 7 shall indefinitely survive the termination of this Agreement.

8. Term

(a) This Agreement shall become effective as of the date this Agreement is executed and shall continue in effect until terminated as provided herein. This Agreement shall continue in effect for a one-year (1) period beginning on the date of this Agreement. Thereafter, if not terminated as provided herein, the Agreement shall continue automatically in effect for successive annual periods.

(b) This Agreement may be terminated by either party without penalty upon not less than sixty (60) days’ written notice to the other party prior to the end of any term (which notice may be waived by the other party entitled to such notice). Furthermore, either party may terminate this Agreement immediately upon (i) the breach by the other party of any material term of this Agreement (if such breach is not cured within thirty (30) days of notice of such breach to the breaching party) or (ii) the commencement of any proceeding or investigation determining any material breach of law by the other party. Notwithstanding anything herein to the contrary, upon the termination of this Agreement or the liquidation of the Fund, the Administrator shall deliver the records of the Fund in the form maintained by the Administrator (to the extent permitted by applicable license agreements) to the Manager or person(s) designated by the Manager at the Fund’s cost and expense, and thereafter the Manager or its designee shall be solely responsible for preserving the records for the periods required by all applicable laws, rules and regulations. The Administrator shall be entitled to maintain a copy of such records for the sole purpose of defending itself against any action arising under or as a result of this Agreement or as otherwise required or permitted by law. The Fund shall be responsible for all expenses associated with the movement (or duplication) of records and materials and conversion thereof to a successor fund accounting and administrative services agent, including all reasonable trailing expenses incurred by the Administrator. In addition, in the event of termination of this Agreement, or the proposed liquidation or merger of the Fund and the Administrator’s agreement to provide additional services in connection therewith, the Administrator shall provide such services and be entitled to such compensation as the parties may mutually agree. Administrator shall not reduce the level of service provided to the Fund prior to termination following notice of termination by the Fund.

(a) Any notice required or permitted to be given by either party to the other under this Agreement shall be in writing and shall be deemed to have been given when sent by either an overnight delivery service or by registered or certified mail, postage prepaid, return receipt requested, to the addresses listed below, or to such other location as either party may from time to time designate in writing:

If to Administrator: UMB Fund Services, Inc. 235 West Galena Street Milwaukee, WI 53212 Attention: General Counsel

If to the Fund: [FUND NAME] 53 State Street, Suite 1303, 13th Floor Boston, MA 02109 Attention: Mark Bonner, Director Email: [email protected] copy to: Neuberger Berman Investment Advisers 1290 Avenue of the Americas Attention: Legal Department New York, NY 10104 Email: [email protected]

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (b) Except as provided to the contrary herein, this Agreement may not be amended or modified in any manner except by a written agreement executed by both parties with the formality of this Agreement.

(c) This Agreement shall be governed by Wisconsin law, excluding the laws on conflicts of laws. To the extent that the applicable laws of the State of Wisconsin, or any of the provisions herein, conflict with the applicable provisions of the 1940 Act, the latter shall control, and nothing herein shall be construed in a manner inconsistent with the 1940 Act or any rule or order of the Commission thereunder. Any provision of this Agreement which is determined by competent authority to be prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. In such case, the parties shall in good faith modify or substitute such provision consistent with the original intent of the parties.

(d) This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original agreement but such counterparts shall together constitute but one and the same instrument. The facsimile signature of any party to this Agreement shall constitute the valid and binding execution hereof by such party.

(e) The services of Administrator hereunder are not deemed exclusive. Administrator may render administration, fund accounting and recordkeeping services and any other services to others, including hedge funds.

(f) The captions in the Agreement are included for convenience of reference only, and in no way define or limit any of the provisions hereof or otherwise affect their construction or effect.

(g) This Agreement is executed by the Fund and the obligations hereunder are not binding upon officers or Investors, individually.

(h) This Agreement and the Schedules incorporated herein constitute the full and complete understanding and agreement of Administrator and the Fund and supersedes all prior negotiations, understandings and agreements with respect to fund accounting, administration and recordkeeping functions.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (i) Except as specifically provided herein, this Agreement does not in any way affect any other agreements entered into among the parties hereto and any actions taken or omitted by any party hereunder shall not affect any rights or obligations of any other party hereunder.

(j) Administrator shall retain all right, title and interest in any and all computer programs, screen formats, report formats, procedures, data bases, interactive design techniques, derivative works, inventions, discoveries, patentable or copyrightable matters, concepts, expertise, trade secrets, trademarks and other related legal rights provided, developed or utilized by Administrator in connection with the Services provided by Administrator to the Fund hereunder.

(k) This Agreement shall extend to and shall be binding upon the parties hereto, and their respective successors and assigns. This Agreement shall not be assignable by either party without the written consent of the other party, provided, however, that Administrator may, in its sole discretion and upon advance written notice to the Fund, assign all its right, title and interest in this Agreement to an affiliate, parent or subsidiary, or to the purchaser of substantially all of its business.

(l) Mark Bonner, Jr., of NB Crossroads PMF VI GP LLC represents and warrants that he is duly authorized to execute this Agreement on behalf of the Fund.

(m) The Fund hereby grants to Administrator the limited power of attorney on behalf of the Fund to sign Blue Sky forms and related documents in connection with the performance of its obligations under this Agreement.

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by a duly authorized officer as of the day, month and year first above written.

NB CROSSROADS PMF VI GP LLC on behalf of each Fund as general partner

By:

Title:

UMB FUND SERVICES, INC. (“Administrator”)

By:

Title:

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Schedule A to the Administration, Fund Accounting and Recordkeeping Agreement by and between the Funds on Appendix A and UMB Fund Services, Inc.

Services

MASTER FUND

(a) Establish, periodically review and update the Fund’s accounting systems and internal controls;

(b) Evaluate accounting and recordkeeping procedures and practices of investment managers being considered for investment by the Fund;

(d) Consult with investment managers to obtain accurate and timely performance evaluations on a monthly basis;

(e) Prepare quarterly performance summary for the Fund;

(f) Prepare detailed quarterly reports for Investors of the Fund;

(g) Establish and maintain on a quarterly basis, the Investor interests in the Fund, and prepare and record all transactions, including capital commitments, capital calls, draw downs, and distributions;

(h) Provide the Fund with an estimate of tax gains and losses and other allocations with respect to each Investor of the Fund, as of December 15 of each year and at such other times that are practicable, as may be requested by the Fund;

(i) Consult with the auditors designated by the Fund to establish procedures for the annual audit of the Fund and prepare such reports and other information as may be requested by such auditors;

(j) Consult with attorneys retained by the Fund to ensure compliance with the Operating Agreement;

(k) Prepare and file the Fund’s Annual, Semi-Annual and Quarterly Reports with the SEC on Forms N-CEN, N- CSR, N-PORT and N-PX via EDGAR;

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (l) Maintain the register of Investors of the Fund and enter on such register all issues, transfers and repurchases of interests in the Fund;

(m) Calculate net asset value of the Fund;

(n) Calculate and invoice the Fund for the amount of quarterly advisory fees due from each Investor;

(o) Calculate any carried interests due to the Special Investor and/or its affiliate for each Investor;

(p) Arrange for the calculation of the issue prices of Interests in the Fund in accordance with the Operating Agreement;

(q) Allocate income, expenses, gains and losses to individual Investors’ capital accounts in accordance with applicable tax laws and with the Operating Agreement;

(r) Retain in a safe place Share Registers and transfer forms for a period of at least six years from the time of execution;

(s) On a monthly basis (or more frequently, if deemed necessary) compare the register of Investors against the Office of Foreign Asset Control’s (“OFAC”) Watch List (as promulgated by the U.S. Treasury Department) and the U.S. Securities and Exchange Commission Watch List (as periodically updated by the SEC). If there is a match between the Investor List and OFAC’s Watch List, the Administrator shall notify the Fund, or a designee, of all account matches against such list, including information regarding the nature of the match;

(t) Maintain and provide to the Fund current client identification profile of Investors of the Fund who are not clients of Neuberger Berman and its affiliates to the extent that the Fund has provided Administrator with subscription documents containing information necessary to create client information profiles relating to such Investors. Client identification profile information shall include Investor name, address and tax identification number; and

(u) Coordinate processing of treasury services which shall include (i) setting up new bank accounts for the Fund, (ii) providing cash reconciliations to Fund monthly or upon request, and (iii) coordinate, execute and give third party approval for all cash movements in accordance with the Fund’s offering documents, for investors subscriptions/redemptions, manager investments subscriptions/redemptions and payment of all fees and expenses for the Fund.

(v) N-PORT/N-CEN Services

? With respect to Form N-PORT:

• On a monthly basis, extract the required data from Administrator’s fund accounting system and import that data into the financial reporting system. If Administrator is not the fund accountant, a standardized file from the Fund’s fund accountant will need to be provided to Administrator.

• Incorporate security reference and risk data, as necessary, from advisor or third-party provider approved by the advisor.

• Review all data and provide draft of the report to the advisor for approval prior to filing.

• On a monthly basis file Form N-PORT with the SEC by required deadline.

Each Fund hereby agrees as follows with respect to the data provided by Bloomberg in connection with Form N-PORT (“Data”):

• To comply with all laws, rules and regulations applicable to accessing and using Data;

• To not extract the Data from the view-only portal;

• To not use the Data for any purpose independent of the Form N-PORT (use in risk reporting or other systems or processes);

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document • To permit audits of the use of the Data by Bloomberg, its affiliates, or at your request, a mutually agreed upon third-party auditor; and

• To exculpate Bloomberg, its affiliates and their respective suppliers from any liability or responsibility of any kind relating to your receipt or use of the Data.

? With respect to Form N-CEN:

• On an annual basis, compile and review data required to complete the form and provide, as a draft of the report to the advisor for approval prior to filing.

• File report with the SEC by required deadline.

(a) Establish, periodically review and update the Fund’s accounting systems and internal controls;

(b) Prepare monthly performance summary for the Fund;

(d) Calculate on a monthly basis the interest of each Member of the Fund;

(e) Consult with the auditors designated by the Fund to establish procedures for the annual audit of the Fund and prepare such reports and other information as may be requested by such auditors;

(f) Consult with attorneys retained by the Fund to ensure compliance with the Fund’s Operating Agreement;

(g) Prepare and file the Fund’s Annual, Semi-Annual and Quarterly Reports with the SEC on Forms N-CEN, N- CSR, N-PORT and N-PX (and their successor forms) via EDGAR.

(h) Maintain the register of Investors of the Fund and enter on such register all issues, transfers and repurchases of interests in the Fund;

(i) Arrange for the calculation of the issue and repurchase prices of Interests in the Fund in accordance with the Fund’s Operating Agreement;

(j) Allocate income, expenses, gains and losses to individual Investors’ capital accounts in accordance with applicable tax laws and with the Fund’s Operating Agreement;

(k) Retain in a safe place Share Registers and transfer forms for a period of at least six years from the time of execution;

(l) On a monthly basis (or more frequently, if deemed necessary) compare the register of Investors against the Office of Foreign Asset Control’s (“OFAC”) Watch List (as promulgated by the U.S. Treasury Department) and the U.S. Securities and Exchange Commission Watch List (as periodically updated by the SEC). If there is a match between the Investor List and OFAC’s Watch List, the Administrator shall notify the Fund, or a designee, of all account matches against such list, including information regarding the nature of the match;

(m) Calculate net asset value of the Fund;

(n) Monitor and receive subscription documents from investors. Review subscription documents for completeness;

(o) Maintain and provide to the Fund current client identification profile of Investors who are not clients of Neuberger Berman and its affiliates to the extent that the Fund has provided Administrator with subscription documents containing information necessary to create client information profiles relating to such Investors. Client identification profile information shall include Member name, address and tax identification number;

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (p) Prepare and file state securities qualification/notice compliance filings, with the advice of the Fund’s legal counsel, upon and in accordance with instructions from the Fund, which instructions will include the states to qualify in, the amounts of interests to initially and subsequently qualify and the warning threshold to be maintained. The Fund hereby grants to the Administrator the limited power of attorney on behalf of the Fund to sign Blue Sky forms and related documents in connection with the performance of Services under this Agreement. The Administrator shall not be required to pay any Blue Sky fees or take any related Blue Sky actions unless and until it has received the amount of such fees from the Fund; and

(q) Perform such services for the Fund as agreed to by the parties from time to time.

(r) N-PORT/N-CEN Services

? With respect to Form N-PORT:

• Incorporate security reference and risk data, as necessary, from advisor or third-party provider approved by the advisor.

• Review all data and provide draft of the report to the advisor for approval prior to filing.

• On a monthly basis file Form N-PORT with the SEC by required deadline.

Each Fund hereby agrees as follows with respect to the data provided by Bloomberg in connection with Form N-PORT (“Data”):

• To comply with all laws, rules and regulations applicable to accessing and using Data;

• To not extract the Data from the view-only portal;

• To not use the Data for any purpose independent of the Form N-PORT (use in risk reporting or other systems or processes);

• To permit audits of the use of the Data by Bloomberg, its affiliates, or at your request, a mutually agreed upon third-party auditor; and

• To exculpate Bloomberg, its affiliates and their respective suppliers from any liability or responsibility of any kind relating to your receipt or use of the Data.

? With respect to Form N-CEN:

• On an annual basis, compile and review data required to complete the form and provide, as a draft of the report to the advisor for approval prior to filing.

• File report with the SEC by required deadline.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Schedule B to the Administration, Fund Accounting and Recordkeeping Agreement by and between the Funds on Appendix A and UMB Fund Services, Inc.

Fees

MASTER FUND Annual Asset-Based Fees

■ Per quarter: ☐First $100 million in assets, per year 2.0 basis points, plus ☐Next $100 million in assets, per year 1.5 basis points, plus ☐Assets over $200 million, per year 1.0 basis points, plus

Subject to a minimum quarterly fee $25,000

Investor Servicing Included

Tax Compliance and Preparation Fee ☐ Per Quarter $2,500

Audited Financial Statement Preparation Fee ☐ Per Quarter $1,250

FEEDER FUNDS Quarterly Administration Fee ☐ Per Feeder Fund, per quarter $6,250

Investor Onboarding Fee ☐ Per investor submitting an application for investment that is completed electronically $75 ☐ Per investor submitting an application for investment that is completed manually (i.e., handwritten) $150

Blue Sky Filing Fee ☐ Per Filing, Per Year $150

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document MASTER AND FEEDER FUNDS – N-PORT/N-CEN FEES Annual Fee (Per Fund) $12,000 Annual Data Feeds from Third-Party* Security Master (Required) $1,400 per Fund Risk Data (Optional) $1,400 per Fund Liquidity Buckets (Optional) $1,400 per Fund

*Per-service fees are subject to increase by the vendor. Such increases will be applied when effective.

Programming and Special Project Fees

Additional fees at $175 per hour, or as quoted by project, may apply for special programming or projects to meet your servicing requirements or to create custom reports or data extracts.

Out-of-Pocket Expenses

Out-of-pocket expenses include but are not limited to normal recurring expenses such as pricing services, postage, express delivery charges, courier services, printing of reports, photocopying, stationery, record retention/storage/retrieval, travel on behalf and request of the fund, bank account service fees and any other bank charges, and expenses, including but not limited to attorney’s fees, incurred in connection with responding to and complying with SEC or other regulatory investigations, inquiries or subpoenas, excluding routine examinations of UMB in its capacity as a service provider to the funds.

All fees, other than basis point fees, are subject to an annual escalation equal to the increase in the Consumer Price Index–Urban Wage Earners (CPI) not to exceed 5%. Such escalations shall be effective commencing one year from the effective date of the Agreement and the corresponding date each year thereafter. No amendment of this fee schedule shall be required with each escalation. CPI will be determined by reference to the Consumer Price Index News Release issued by the Bureau of Labor Statistics, U.S. Department of Labor.

Fees for services not contemplated by this schedule will be negotiated on a case-by-case basis.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Schedule C to the Administration, Fund Accounting and Recordkeeping Agreement by and between the Funds on Appendix A and UMB Fund Services, Inc.

? Accounting records, including Investor Account Ledgers, Portfolio Transactions Journals, Cash Receipts and Disbursements Journal, General Ledger, Subsidiary Ledgers, Portfolio Securities Ledger, Commissions Ledger, Capital Account Ledger and Trial Balances.

? Copies of the Fund’s Operating Agreement and minute books.

? Investor correspondence (including e-mail communications) relating to matters required to be maintained by Section 31(a) of the 1940 Act

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Appendix A to the Administration, Fund Accounting and Recordkeeping Agreement by and between the Funds on Appendix A and UMB Fund Services, Inc.

Master, Feeder or Funds Jurisdiction Holder NB Crossroads Private Markets Fund VI Holdings LP Delaware Master NB Crossroads Private Markets Fund VI LP Delaware Feeder NB Crossroads Private Markets Fund VI Custody LP Delaware Feeder NB Crossroads Private Markets Fund VI Advisory LP Delaware Feeder 21