UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number 811-23591
NB Crossroads Private Markets Access Fund LLC
(Exact name of registrant as specified in charter)
1290 Avenue of the Americas
New York, NY 10104
(Address of principal executive offices) (Zip code)
James Bowden, Chief Executive Officer and President
Neuberger Berman Investment Advisers LLC
53 State Street
Boston, MA 02109
(Name and address of agent for service)
Registrant’s telephone number, including area code: 1-212-476-8800
Date of fiscal year end: March 31
Date of reporting period: March 31, 2022
Form N-CSR is to be used by management investment companies to file reports with the Commission not later than 10 days after the transmission to stockholders of any report that is required to be transmitted to stockholders under Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may use the information provided on Form N-CSR in its regulatory, disclosure review, inspection, and policymaking roles.
A registrant is required to disclose the information specified by Form N-CSR, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-CSR unless the Form displays a currently valid Office of Management and Budget ("OMB") control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to Secretary, Securities and Exchange Commission, 100 F Street, NE, Washington, DC 20549. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. § 3507.
Item 1. Reports to Stockholders.
(a)
(Unaudited)
NB Crossroads Private Markets Access Fund | | | 1 Year | | | Since Inception | | ||||||
Institutional Class (at NAV)(1) | | | | | 7.64% | | | | | | 8.01% | | |
Class A-1 (at NAV)(2) | | | | | 7.53% | | | | | | 7.91% | | |
Class A-2 (at NAV)(2) | | | | | 7.53% | | | | | | 7.91% | | |
Class A-1 (with sales load)(2)(3) | | | | | 3.76% | | | | | | 4.76% | | |
MSCI World Index (Net)(4) | | | | | 10.12% | | | | | | 11.91% | | |
(Unaudited)
(Unaudited)
As of March 31, 2022
Index | | | Page No. | | |||
FINANCIAL INFORMATION (Audited) | | | | | | | |
| | | | 2 | | | |
| | | | 3 | | | |
| | | | 8 | | | |
| | | | 9 | | | |
| | | | 10 | | | |
| | | | 11 | | | |
| | | | 14 | | | |
| | | | 26 | | | |
ADDITIONAL INFORMATION (Unaudited) | | | | | | | |
| | | | 27 | | | |
| | | | 28 | | | |
| | | | 29 | | |
Consolidated Statement of Assets and Liabilities
As of March 31, 2022
| Assets | | | | | | | |
| Investments, at fair value (cost of $335,309,345) | | | | $ | 356,504,019 | | |
| Cash and cash equivalents | | | | | 885,429 | | |
| Receivable for investments sold | | | | | 1,721,074 | | |
| Interest receivable | | | | | 439,293 | | |
| Other assets | | | | | 10,600 | | |
| Total Assets | | | | $ | 359,560,415 | | |
| Liabilities | | | | | | | |
| Investment securities purchased | | | | $ | 1,199,930 | | |
| Contributions received in advance | | | | | 4,603,000 | | |
| Incentive fee payable | | | | | 853,646 | | |
| Advisory fee payable | | | | | 214,365 | | |
| Professional fees payable | | | | | 168,451 | | |
| Due to Affiliate | | | | | 38,273 | | |
| Accounting and administration service fees payable | | | | | 169,328 | | |
| Other payables | | | | | 135,338 | | |
| Total Liabilities | | | | $ | 7,382,331 | | |
| Commitments and contingencies (See Note 5) | | | | | | | |
| Net Assets at Value | | | | $ | 352,178,084 | | |
| Net Assets Consist of: | | | | | | | |
| Paid-in capital | | | | | 331,055,333 | | |
| Total distributable earnings | | | | | 21,122,751 | | |
| Net Assets at Value | | | | $ | 352,178,084 | | |
| Net Assets: | | | | | | | |
| Institutional Class Shares | | | | $ | 350,462,672 | | |
| Class A-1 Shares | | | | | 102,413 | | |
| Class A-2 Shares | | | | | 1,612,999 | | |
| Shares outstanding: | | | | | | | |
| Institutional Class Shares | | | | | 32,364,381 | | |
| Class A-1 Shares | | | | | 9,463 | | |
| Class A-2 Shares | | | | | 149,043 | | |
| Net asset value per share: | | | | | | | |
| Institutional Class Shares | | | | $ | 10.83 | | |
| Class A-1 Shares | | | | | 10.82 | | |
| Maximum offering price per share* | | | | | 11.21 | | |
| Class A-2 Shares | | | | | 10.82 | | |
Consolidated Schedule of Investments
As of March 31, 2022
Description | | | Interest | | | Maturity Date | | | Shares or Principal Amount | | | Cost | | | Value | | ||||||||||||
BANK LOANS – 27.49% | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
ADMI Corp. | | | 3.88% (1-Month USD Libor + 3.25%) | | | | | 12/23/2027 | | | | | | 1,247,400 | | | | | $ | 1,259,310 | | | | | $ | 1,224,211 | | |
ADMI Corp. | | | 4.00% (1-Month USD Libor + 3.75%) | | | | | 12/23/2027 | | | | | | 1,318,375 | | | | | | 1,318,375 | | | | | | 1,300,801 | | |
Ahead DB Holdings, LLC | | | 4.50% (1-Month USD Libor + 3.75%) | | | | | 10/18/2027 | | | | | | 1,240,625 | | | | | | 1,256,587 | | | | | | 1,226,358 | | |
Alliant Holdings Intermediate, LLC | | | 4.00% (1-Month USD Libor + 3.50%) | | | | | 11/19/2027 | | | | | | 1,631,800 | | | | | | 1,629,875 | | | | | | 1,619,333 | | |
Alter Domus Holdco Sarl | | | 4.50% (1-Month USD Libor + 3.75%) | | | | | 02/11/2028 | | | | | | 1,257,300 | | | | | | 1,251,901 | | | | | | 1,240,804 | | |
Altice Financing S.A. | | | 2.87% (3-Month USD Libor + 2.75%) | | | | | 07/15/2025 | | | | | | 1,266,701 | | | | | | 1,261,717 | | | | | | 1,231,867 | | |
Altice France S.A. | | | 2.86% (3-Month USD Libor + 2.75%) | | | | | 07/31/2025 | | | | | | 1,263,420 | | | | | | 1,262,247 | | | | | | 1,231,834 | | |
American Trailer World Corp. | | | 4.50% (Secured Overnight Financing + 3.75%) | | | | | 03/03/2028 | | | | | | 1,875,825 | | | | | | 1,863,556 | | | | | | 1,796,102 | | |
Anticimex Global AB | | | 4.01% (1-Month USD Libor + 3.50%) | | | | | 07/21/2028 | | | | | | 1,705,725 | | | | | | 1,697,605 | | | | | | 1,676,404 | | |
Apex Group Treasury, LLC | | | 4.25% (1-Month USD Libor + 3.75%) | | | | | 07/23/2028 | | | | | | 1,701,450 | | | | | | 1,697,594 | | | | | | 1,685,507 | | |
APX Group, Inc. | | | 6.00% (1-Month USD Libor + 3.50%) | | | | | 07/10/2028 | | | | | | 2,596,950 | | | | | | 2,595,736 | | | | | | 2,558,931 | | |
Asurion, LLC | | | 5.71% (1-Month USD Libor + 5.25%) | | | | | 01/31/2028 | | | | | | 1,060,000 | | | | | | 1,068,874 | | | | | | 1,037,740 | | |
Aveanna Healthcare, LLC(A)(B) | | | 4.25% (1-Month USD Libor + 3.75%) | | | | | 06/30/2028 | | | | | | 1,279,787 | | | | | | 1,031,338 | | | | | | 1,001,820 | | |
BCPE Empire Holdings, Inc. | | | 4.50% (1-Month USD Libor + 4.00%) | | | | | 06/11/2026 | | | | | | 1,708,730 | | | | | | 1,708,730 | | | | | | 1,683,099 | | |
Bella Holding Co., LLC | | | 4.50% (1-Month USD Libor + 3.75%) | | | | | 04/01/2028 | | | | | | 1,258,675 | | | | | | 1,247,700 | | | | | | 1,246,088 | | |
CCI Buyer, Inc. | | | 4.75% (Secured Overnight Financing + 4.00%) | | | | | 12/17/2027 | | | | | | 1,242,450 | | | | | | 1,253,050 | | | | | | 1,223,552 | | |
Cloudera, Inc. | | | 4.25% (1-Month USD Libor + 3.75%) | | | | | 08/10/2028 | | | | | | 2,000,000 | | | | | | 1,981,319 | | | | | | 1,972,500 | | |
Cobra Holdings, Inc. | | | 4.25% (1-Month USD Libor + 3.75%) | | | | | 07/23/2028 | | | | | | 1,705,725 | | | | | | 1,697,995 | | | | | | 1,678,007 | | |
Consolidated Communications, Inc. | | | 4.25% (1-Month USD Libor + 3.50%) | | | | | 10/02/2027 | | | | | | 1,265,000 | | | | | | 1,265,000 | | | | | | 1,180,966 | | |
Constant Contact, Inc. | | | 4.75% (1-Month USD Libor + 4.00%) | | | | | 02/10/2028 | | | | | | 1,257,522 | | | | | | 1,251,801 | | | | | | 1,240,231 | | |
Cpc Acquisition Corp. | | | 4.50% (1-Month USD Libor + 3.75%) | | | | | 12/29/2027 | | | | | | 1,247,400 | | | | | | 1,256,512 | | | | | | 1,209,978 | | |
CQP Holdco, LP | | | 4.76% (1-Month USD Libor + 3.75%) | | | | | 05/26/2028 | | | | | | 2,590,425 | | | | | | 2,583,312 | | | | | | 2,574,649 | | |
Crosby US Acquisition Corp. | | | 5.20% (3-Month USD Libor + 4.75%) | | | | | 06/26/2026 | | | | | | 1,263,756 | | | | | | 1,257,544 | | | | | | 1,240,377 | | |
Edgewater Generation, LLC | | | 4.21% (3-Month USD Libor + 3.75%) | | | | | 12/13/2025 | | | | | | 559,380 | | | | | | 560,449 | | | | | | 514,473 | | |
EG America, LLC | | | 4.75% (1-Month USD Libor + 4.25%) | | | | | 03/11/2026 | | | | | | 1,754,141 | | | | | | 1,744,817 | | | | | | 1,725,636 | | |
Endurance International Group Holdings, Inc. | | | 4.25% (1-Month USD Libor + 3.50%) | | | | | 02/10/2028 | | | | | | 1,254,490 | | | | | | 1,249,083 | | | | | | 1,216,855 | | |
Enterprise Development Authority/The | | | 5.00% (1-Month USD Libor + 4.25%) | | | | | 02/18/2028 | | | | | | 1,206,500 | | | | | | 1,201,317 | | | | | | 1,194,435 | | |
Epicor Software Corp. | | | 5.25% (1-Month USD Libor + 4.25%) | | | | | 07/30/2027 | | | | | | 1,249,148 | | | | | | 1,254,360 | | | | | | 1,237,768 | | |
FCG Acquisitions, Inc. | | | 4.25% (1-Month USD Libor + 3.75%) | | | | | 03/31/2028 | | | | | | 1,700,145 | | | | | | 1,695,874 | | | | | | 1,666,121 | | |
Filtration Group Corp. | | | 4.00% (1-Month USD Libor + 3.50%) | | | | | 10/21/2028 | | | | | | 2,447,700 | | | | | | 2,441,950 | | | | | | 2,417,104 | | |
First Brands Group, LLC | | | 6.00% (1-Month USD Libor + 5.00%) | | | | | 03/22/2027 | | | | | | 1,252,350 | | | | | | 1,241,903 | | | | | | 1,239,827 | | |
Gainwell Acquisition Corp. | | | 4.75% (1-Month USD Libor + 4.00%) | | | | | 10/01/2027 | | | | | | 2,509,586 | | | | | | 2,478,823 | | | | | | 2,503,313 | | |
Genesys Cloud Services Holdings II, LLC | | | 4.75% (1-Month USD Libor + 4.00%) | | | | | 12/01/2027 | | | | | | 1,247,400 | | | | | | 1,256,603 | | | | | | 1,244,282 | | |
Granite US Holdings Corp. | | | 5.01% (1-Month USD Libor + 4.00%) | | | | | 09/30/2026 | | | | | | 1,240,111 | | | | | | 1,247,559 | | | | | | 1,224,610 | | |
Great Outdoors Group, LLC | | | 4.50% (1-Month USD Libor + 3.75%) | | | | | 03/06/2028 | | | | | | 2,503,408 | | | | | | 2,503,408 | | | | | | 2,490,891 | | |
Heartland Dental, LLC | | | 4.45% (1-Month USD Libor + 4.00%) | | | | | 04/30/2025 | | | | | | 1,523,488 | | | | | | 1,523,488 | | | | | | 1,506,622 | | |
HUB International Ltd. | | | 4.00% (1-Month USD Libor + 3.25%) | | | | | 04/25/2025 | | | | | | 1,254,125 | | | | | | 1,263,288 | | | | | | 1,245,008 | | |
Hyland Software, Inc. | | | 4.25% (1-Month USD Libor + 3.50%) | | | | | 07/01/2024 | | | | | | 1,252,026 | | | | | | 1,249,790 | | | | | | 1,244,000 | | |
Ingram Micro Inc. | | | 4.00% (1-Month USD Libor + 3.50%) | | | | | 03/30/2028 | | | | | | 1,255,513 | | | | | | 1,244,299 | | | | | | 1,243,271 | | |
Ivanti Software, Inc. | | | 5.00% (1-Month USD Libor + 4.25%) | | | | | 12/01/2027 | | | | | | 1,243,750 | | | | | | 1,243,750 | | | | | | 1,224,472 | | |
Consolidated Schedule of Investments (continued)
As of March 31, 2022
Description | | | Interest | | | Maturity Date | | | Shares or Principal Amount | | | Cost | | | Value | | ||||||||||||
Kenan Advantage Group, Inc. | | | 4.50% (1-Month USD Libor + 3.75%) | | | | | 03/24/2026 | | | | | | 1,984,925 | | | | | | 1,976,227 | | | | | | 1,952,054 | | |
Kloeckner Pentaplast of America, Inc. | | | 5.55% (1-Month USD Libor + 4.75%) | | | | | 02/12/2026 | | | | | | 2,504,700 | | | | | | 2,494,623 | | | | | | 2,274,593 | | |
Midwest Physician Administrative Services, LLC | | | 4.00% (1-Month USD Libor + 3.25%) | | | | | 03/05/2028 | | | | | | 1,252,350 | | | | | | 1,247,019 | | | | | | 1,234,817 | | |
Peraton Corp. | | | 4.50% (1-Month USD Libor + 3.75%) | | | | | 02/01/2028 | | | | | | 1,234,583 | | | | | | 1,229,186 | | | | | | 1,224,163 | | |
Petco Health & Wellness Co., Inc. | | | 4.00% (1-Month USD Libor + 3.25%) | | | | | 02/25/2028 | | | | | | 2,254,265 | | | | | | 2,251,598 | | | | | | 2,230,122 | | |
PetSmart, Inc. | | | 4.50% (1-Month USD Libor + 3.75%) | | | | | 01/27/2028 | | | | | | 1,258,675 | | | | | | 1,248,093 | | | | | | 1,253,426 | | |
PetVet Care Centers, LLC | | | 4.25% (1-Month USD Libor + 3.50%) | | | | | 02/14/2025 | | | | | | 1,253,924 | | | | | | 1,262,862 | | | | | | 1,246,087 | | |
Polaris Newco, LLC | | | 4.50% (1-Month USD Libor + 4.00%) | | | | | 06/02/2028 | | | | | | 1,273,600 | | | | | | 1,267,958 | | | | | | 1,263,093 | | |
Prairie ECI Acquiror, LP | | | 5.21% (3-Month USD Libor + 4.75%) | | | | | 03/11/2026 | | | | | | 2,190,000 | | | | | | 2,166,514 | | | | | | 2,135,250 | | |
Project Ruby Ultimate Parent Corp. | | | 4.00% (1-Month USD Libor + 3.25%) | | | | | 03/10/2028 | | | | | | 2,577,300 | | | | | | 2,571,933 | | | | | | 2,548,950 | | |
Radiate Holdco, LLC | | | 4.00% (1-Month USD Libor + 3.25%) | | | | | 09/25/2026 | | | | | | 1,635,900 | | | | | | 1,632,120 | | | | | | 1,620,163 | | |
Sunshine Luxembourg VII Sarl | | | 4.50% (1-Month USD Libor + 3.75%) | | | | | 10/01/2026 | | | | | | 1,252,350 | | | | | | 1,249,774 | | | | | | 1,242,957 | | |
TIBCO Software, Inc. | | | 4.21% (1-Month USD Libor + 3.75%) | | | | | 06/30/2026 | | | | | | 2,569,032 | | | | | | 2,567,614 | | | | | | 2,552,976 | | |
TK Elevator US Newco, Inc. | | | 4.00% (1-Month USD Libor + 3.50%) | | | | | 07/30/2027 | | | | | | 1,234,453 | | | | | | 1,248,177 | | | | | | 1,221,343 | | |
Trader Interactive, LLC | | | 4.50% (1-Month USD Libor + 4.00%) | | | | | 07/28/2028 | | | | | | 1,618,244 | | | | | | 1,610,815 | | | | | | 1,593,970 | | |
Traverse Midstream Partners, LLC | | | 6.50% (1-Month USD Libor + 5.50%) | | | | | 09/27/2024 | | | | | | 1,236,553 | | | | | | 1,236,553 | | | | | | 1,229,851 | | |
TricorBraun Holdings, Inc. | | | 3.75% (1-Month USD Libor + 3.25%) | | | | | 01/29/2028 | | | | | | 2,512,593 | | | | | | 2,512,593 | | | | | | 2,445,934 | | |
Trident TPI Holdings, Inc.(A)(B) | | | 4.50% (1-Month USD Libor + 4.00%) | | | | | 09/15/2028 | | | | | | 1,701,965 | | | | | | 1,619,479 | | | | | | 1,598,487 | | |
Triton Water Holdings, Inc. | | | 4.51% (1-Month USD Libor + 3.50%) | | | | | 03/18/2028 | | | | | | 1,255,513 | | | | | | 1,249,545 | | | �� | | | 1,222,556 | | |
United Airlines, Inc. | | | 4.50% (1-Month USD Libor + 3.75%) | | | | | 04/14/2028 | | | | | | 1,257,300 | | | | | | 1,251,836 | | | | | | 1,240,540 | | |
Verscend Holding Corp. | | | 4.46% (1-Month USD Libor + 4.00%) | | | | | 08/27/2025 | | | | | | 1,323,333 | | | | | | 1,323,333 | | | | | | 1,316,716 | | |
Vision Solutions, Inc. | | | 4.75% (1-Month USD Libor + 4.00%) | | | | | 04/24/2028 | | | | | | 1,258,672 | | | | | | 1,258,672 | | | | | | 1,243,983 | | |
Worldwide Express, Inc. | | | 5.00% (1-Month USD Libor + 4.25%) | | | | | 07/26/2028 | | | | | | 1,705,725 | | | | | | 1,690,268 | | | | | | 1,685,479 | | |
TOTAL BANK LOANS | | | | | | | | | | | | | | | | | | | | 98,265,231 | | | | | | 96,797,357 | | |
CORPORATE BONDS(C) – 9.31% | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Acorn Re Ltd. | | | 2.50% (3-Month Treasury Bill + 2.50%) | | | | | 11/07/2024 | | | | | | 2,500,000 | | | | | | 2,500,000 | | | | | | 2,482,500 | | |
Alamo Re Ltd. | | | 4.56% (3-Month Treasury Bill + 4.00%) | | | | | 06/07/2024 | | | | | | 1,000,000 | | | | | | 1,000,000 | | | | | | 1,007,200 | | |
Blue Halo Ltd. | | | 9.75% (3-Month Treasury Bill + 9.75%) | | | | | 02/24/2025 | | | | | | 1,000,000 | | | | | | 1,000,000 | | | | | | 1,000,000 | | |
Cape Lookout Re Ltd. | | | 3.25% (1-Month Treasury Bill + 3.25%) | | | | | 03/22/2024 | | | | | | 425,000 | | | | | | 425,000 | | | | | | 424,023 | | |
Cape Lookout Re Ltd. | | | 5.82% (3-Month Treasury Bill + 5.00%) | | | | | 03/28/2025 | | | | | | 350,000 | | | | | | 350,000 | | | | | | 349,965 | | |
Cosaint Re Pte Ltd. | | | 9.32% (1-Month Treasury Bill + 9.25%) | | | | | 04/03/2024 | | | | | | 1,000,000 | | | | | | 1,000,000 | | | | | | 1,013,000 | | |
Everglades Re II Ltd. | | | 6.58% (1-Month Treasury Bill + 5.75%) | | | | | 05/14/2024 | | | | | | 925,000 | | | | | | 925,000 | | | | | | 921,855 | | |
First Coast Re III Pte Ltd. | | | 6.00% (3-Month Treasury Bill + 6.00%) | | | | | 04/07/2025 | | | | | | 750,000 | | | | | | 750,000 | | | | | | 747,300 | | |
FloodSmart Re Ltd. | | | 13.63% (3-Month Treasury Bill + 13.58%) | | | | | 03/01/2024 | | | | | | 1,250,000 | | | | | | 1,250,000 | | | | | | 1,226,875 | | |
Herbie Re Ltd. | | | 17.25% (3-Month Treasury Bill + 17.25%) | | | | | 06/06/2025 | | | | | | 500,000 | | | | | | 500,000 | | | | | | 470,000 | | |
Kendall Re Ltd. | | | 4.00% (3-Month Treasury Bill + 4.00%) | | | | | 05/02/2024 | | | | | | 1,000,000 | | | | | | 1,000,000 | | | | | | 987,600 | | |
Kilimanjaro III Re Ltd. | | | 4.29% (3-Month Treasury Bill + 4.25%) | | | | | 04/21/2025 | | | | | | 800,000 | | | | | | 800,000 | | | | | | 800,880 | | |
Kilimanjaro III Re Ltd. | | | 11.29% (3-Month Treasury Bill + 11.25%) | | | | | 04/20/2026 | | | | | | 750,000 | | | | | | 750,000 | | | | | | 747,000 | | |
Kilimanjaro III Re Ltd. | | | 4.29% (3-Month Treasury Bill + 4.25%) | | | | | 04/20/2026 | | | | | | 700,000 | | | | | | 700,000 | | | | | | 702,660 | | |
Matterhorn Re Ltd. | | | 5.97% (Secured Overnight Financing + 5.75%) | | | | | 12/07/2028 | | | | | | 600,000 | | | | | | 600,000 | | | | | | 595,860 | | |
Consolidated Schedule of Investments (continued)
As of March 31, 2022
Description | | | Interest | | | Maturity Date | | | Shares or Principal Amount | | | Cost | | | Value | | ||||||||||||
Matterhorn Re Ltd. | | | 5.30% (Secured Overnight Financing + 5.25%) | | | | | 03/24/2025 | | | | | | 750,000 | | | | | | 750,000 | | | | | | 749,625 | | |
Mona Lisa Re Ltd. | | | 7.00% (3-Month Treasury Bill + 7.00%) | | | | | 07/08/2025 | | | | | | 750,000 | | | | | | 750,000 | | | | | | 748,050 | | |
Montoya Re Ltd. | | | 6.75% (1-Month Treasury Bill + 6.75%) | | | | | 04/07/2025 | | | | | | 1,670,000 | | | | | | 1,670,000 | | | | | | 1,670,000 | | |
Mystic Re IV Ltd. | | | 6.69% (3-Month Treasury Bill + 5.81%) | | | | | 01/08/2025 | | | | | | 750,000 | | | | | | 750,000 | | | | | | 746,325 | | |
Pelican IV Re Ltd. | | | 5.31% (1-Month Treasury Bill + 5.25%) | | | | | 05/07/2024 | | | | | | 725,000 | | | | | | 725,000 | | | | | | 652,500 | | |
Phoenician Re Ltd. | | | 2.50% (3-Month Treasury Bill + 2.50%) | | | | | 12/14/2024 | | | | | | 2,000,000 | | | | | | 2,000,000 | | | | | | 1,987,200 | | |
Putnam RE PTE Ltd. | | | 5.56% (1-Month Treasury Bill + 5.50%) | | | | | 06/07/2024 | | | | | | 1,000,000 | | | | | | 1,000,000 | | | | | | 1,008,100 | | |
Residential Reinsurance 2021 Ltd. | | | 9.25% (3-Month Treasury Bill + 9.25%) | | | | | 06/06/2025 | | | | | | 500,000 | | | | | | 500,000 | | | | | | 493,250 | | |
Residential Reinsurance 2021 Ltd. | | | 5.25% (3-Month Treasury Bill + 5.25%) | | | | | 06/06/2025 | | | | | | 1,000,000 | | | | | | 1,000,000 | | | | | | 987,500 | | |
Residential Reinsurance 2021 Ltd. | | | 3.75% (3-Month Treasury Bill + 3.75%) | | | | | 06/06/2025 | | | | | | 975,000 | | | | | | 975,000 | | | | | | 963,300 | | |
Residential Reinsurance 2021 Ltd. | | | 2.50% (3-Month Treasury Bill + 2.50%) | | | | | 06/06/2025 | | | | | | 500,000 | | | | | | 500,000 | | | | | | 492,500 | | |
Residential Reinsurance 2021 Ltd. | | | 11.75% (3-Month Treasury Bill + 11.75%) | | | | | 12/06/2025 | | | | | | 800,000 | | | | | | 800,000 | | | | | | 795,480 | | |
Residential Reinsurance 2021 Ltd. | | | 5.50% (3-Month Treasury Bill + 5.50%) | | | | | 12/06/2025 | | | | | | 1,500,000 | | | | | | 1,500,000 | | | | | | 1,492,500 | | |
Sanders RE II Ltd. | | | 12.50% (3-Month Treasury Bill + 12.50%) | | | | | 04/07/2025 | | | | | | 750,000 | | | | | | 750,000 | | | | | | 734,100 | | |
Sanders RE II Ltd. | | | 3.25% (3-Month Treasury Bill + 3.25%) | | | | | 04/07/2025 | | | | | | 1,000,000 | | | | | | 1,000,000 | | | | | | 1,000,150 | | |
Tailwind RE Ltd. | | | 8.75% (3-Month Treasury Bill + 8.75%) | | | | | 01/08/2025 | | | | | | 1,500,000 | | | | | | 1,500,000 | | | | | | 1,504,125 | | |
Titania RE Ltd. | | | 4.50% (1-Month Treasury Bill + 4.50%) | | | | | 06/21/2024 | | | | | | 1,000,000 | | | | | | 1,000,000 | | | | | | 998,000 | | |
Topanga Re Ltd. | | | 15.21% (3-Month Treasury Bill + 15.00%) | �� | | | | 01/08/2024 | | | | | | 300,000 | | | | | | 300,000 | | | | | | 297,180 | | |
Topanga Re Ltd. | | | 5.63% (3-Month Treasury Bill + 4.75%) | | | | | 01/08/2026 | | | | | | 1,000,000 | | | | | | 1,000,000 | | | | | | 993,750 | | |
Vista RE Ltd. | | | 6.75% (3-Month Treasury Bill + 6.75%) | | | | | 05/21/2024 | | | | | | 1,000,000 | | | | | | 1,000,000 | | | | | | 995,500 | | |
TOTAL CORPORATE BONDS | | | | | | | | | | | | | | | | | | | | 33,020,000 | | | | | | 32,785,853 | | |
SHORT-TERM INVESTMENTS – 13.71% | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
MONEY MARKET FUND – 13.71% | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Morgan Stanley Institutional Liquidity Fund Government Portfolio | | | 0.23%(H) | | | | | | | | | | | 48,285,422 | | | | | | 48,285,422 | | | | | | 48,285,422 | | |
TOTAL SHORT-TERM INVESTMENTS | | | | | | | | | | | | | | | | | | | | 48,285,422 | | | | | | 48,285,422 | | |
COMMON STOCKS – 3.94% | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
IronSource Ltd. | | | | | | | | | | | | | | 800,000 | | | | | | 8,005,334 | | | | | | 3,840,000 | | |
KKR & Co Inc. | | | | | | | | | | | | | | 50,837 | | | | | | 2,080,987 | | | | | | 2,972,439 | | |
The Blackstone Group Inc. | | | | | | | | | | | | | | 32,327 | | | | | | 2,080,582 | | | | | | 4,103,589 | | |
The Carlyle Group Inc. | | | | | | | | | | | | | | 60,734 | | | | | | 2,081,214 | | | | | | 2,970,500 | | |
TOTAL COMMON STOCKS | | | | | | | | | | | | | | | | | | | | 14,248,117 | | | | | | 13,886,528 | | |
|
Consolidated Schedule of Investments (continued)
As of March 31, 2022
| | | Acquisition Type | | | Acquisition Dates(E) | | | Geographic Region(F) | | | Cost | | | Fair Value | | |||||||||
PRIVATE FUNDS(D) – 46.78% | | | | | | | |||||||||||||||||||
AFC Acquisitions, Inc.(G) | | | Co-Investment | | | | | 04/2021-01/2022 | | | | North America | | | | | 5,004,442 | | | | | | 5,280,617 | | |
AP Safety Co-Invest, L.P. | | | Co-Investment | | | | | 03/2022 | | | | North America | | | | | 3,167,842 | | | | | | 3,058,661 | | |
Austin Co-Investment, L.P.2 | | | Co-Investment | | | | | 03/2021 | | | | North America | | | | | 845,047 | | | | | | 7,177,780 | | |
BC Partners Galileo (1) L.P. | | | Secondary | | | | | 07/2021-09/2021 | | | | Europe | | | | | 8,765,699 | | | | | | 10,894,266 | | |
Blackstone Growth Beverly Co-Invest L.P. | | | Co-Investment | | | | | 02/2022 | | | | North America | | | | | 4,468,071 | | | | | | 4,657,180 | | |
Breakaway Co-investment Holding LP | | | Co-Investment | | | | | 10/2021 | | | | Europe | | | | | 3,204,082 | | | | | | 3,010,227 | | |
CB Starfish TopCo, L.P. | | | Co-Investment | | | | | 08/2021 | | | | North America | | | | | 1,956,166 | | | | | | 2,300,000 | | |
CD&R Value Building Partners I, L.P. | | | Co-Investment | | | | | 12/2021 | | | | North America | | | | | 12,022,290 | | | | | | 11,331,745 | | |
CGI Acquisitions, Inc.(G) | | | Co-Investment | | | | | 02/2022 | | | | North America | | | | | 3,100,000 | | | | | | 3,100,000 | | |
Compass Syndication L.P. | | | Co-Investment | | | | | 10/2021 | | | | North America | | | | | 1,613,648 | | | | | | 1,794,994 | | |
Follett Acquisition LP(G) | | | Co-Investment | | | | | 01/2022 | | | | North America | | | | | 4,060,000 | | | | | | 4,060,000 | | |
Itelyum Co-Investment L.P. | | | Co-Investment | | | | | 09/2021 | | | | Europe | | | | | 7,857,760 | | | | | | 7,407,484 | | |
KKR Leo Co-Invest L.P. | | | Co-Investment | | | | | 06/2021 | | | | North America | | | | | 2,570,118 | | | | | | 3,247,547 | | |
L Catterton Growth IV, L.P. | | | Primary | | | | | 03/2021-02/2022 | | | | North America | | | | | 8,235,282 | | | | | | 13,921,078 | | |
Magenta Blocker Aggregator L.P.(G) | | | Co-Investment | | | | | 07/2021-10/2021 | | | | North America | | | | | 3,506,100 | | | | | | 4,482,648 | | |
NB Lowcode Private Equity(G) | | | Co-Investment | | | | | 04/2021 | | | | North America | | | | | 2,910,548 | | | | | | 3,351,948 | | |
Pilot Holdings, LLC | | | Co-Investment | | | | | 12/2021 | | | | North America | | | | | 7,200,000 | | | | | | 7,200,000 | | |
Project Metal Co-Invest, L.P. | | | Co-Investment | | | | | 10/2021 | | | | North America | | | | | 8,004,266 | | | | | | 8,000,506 | | |
Project Stream Co-Invest Fund, L.P. | | | Co-Investment | | | | | 10/2021-12/2021 | | | | North America | | | | | 8,933,250 | | | | | | 8,926,252 | | |
RealPage Property Parent, L.P.(G) | | | Co-Investment | | | | | 04/2021 | | | | North America | | | | | 6,500,000 | | | | | | 6,500,000 | | |
RL Co-Investor Aggregator II L.P. | | | Co-Investment | | | | | 03/2022 | | | | North America | | | | | 3,810,854 | | | | | | 3,820,719 | | |
Rothwell Ventures Ultimate Feeder I (Cayman) L.P. | | | Secondary | | | | | 09/2021 | | | | North America | | | | | 11,999,999 | | | | | | 17,046,384 | | |
SPI Parent Holding Company, LLC(G)(I) | | | Co-Investment | | | | | 12/2021 | | | | North America | | | | | 5,750,000 | | | | | | 5,750,000 | | |
Summit Partners Co-Invest (Optmo) SCSp | | | Co-Investment | | | | | 10/2021 | | | | Europe | | | | | 2,516,524 | | | | | | 2,503,150 | | |
THL Automation Fund Investors (4K), L.P. | | | Co-Investment | | | | | 03/2021 | | | | North America | | | | | 4,006,856 | | | | | | 5,000,974 | | |
THL Fund Investors (Altar), L.P. | | | Co-Investment | | | | | 01/2022 | | | | North America | | | | | 4,949,731 | | | | | | 6,392,699 | | |
ZM Parent Holding LLC | | | Co-Investment | | | | | 03/2022 | | | | North America | | | | | 4,532,000 | | | | | | 4,532,000 | | |
TOTAL PRIVATE FUNDS | | | | | | | | | | | | | | | | | 141,490,575 | | | | | | 164,748,859 | | |
TOTAL INVESTMENTS (Cost $335,309,345) – 101.23% | | | | | | | | | | | | | | | | | | | | | | | 356,504,019 | | |
Other Assets & Liabilities (Net) – (1.23%) | | | | | | | | | | | | | | | | | | | | | | | (4,325,935) | | |
TOTAL NET ASSETS – 100.00% | | | | | | | | | | | | | | | | | | | | | | $ | 352,178,084 | | |
Consolidated Schedule of Investments (continued)
As of March 31, 2022
Summary by Investment Type | | | Fair Value | | | % of Net Assets | | ||||||
Bank Loans | | | | $ | 96,797,357 | | | | | | 27.49% | | |
Corporate Bonds | | | | | 32,785,853 | | | | | | 9.31% | | |
Short-Term Investments | | | | | 48,285,422 | | | | | | 13.71% | | |
Common Stocks | | | | | 13,886,528 | | | | | | 3.94% | | |
Private Funds | | | | | 164,748,859 | | | | | | 46.78% | | |
Total Investments | | | | | 356,504,019 | | | | | | 101.23% | | |
Other Assets & Liabilities (Net) | | | | | (4,325,935) | | | | | | (1.23)% | | |
Total Net Assets | | | | $ | 352,178,084 | | | | | | 100.00% | | |
Consolidated Statement of Operations
For The Year Ended March 31, 2022
| Investment Income: | | | | | | | |
| Interest income | | | | $ | 7,300,490 | | |
| Dividend income | | | | | 342,616 | | |
| Other income | | | | | 1,027 | | |
| Total Investment Income | | | | | 7,644,133 | | |
| Operating Expenses: | | | | | | | |
| Incentive fees | | | | | 2,318,714 | | |
| Advisory fees (see Note 3) | | | | | 745,702 | | |
| Professional fees | | | | | 378,111 | | |
| Offering costs (see Note 2) | | | | | 304,556 | | |
| Accounting and administration service fees | | | | | 298,785 | | |
| Independent Managers’ fees | | | | | 171,875 | | |
| Distribution and servicing fees Class A-1 (see Note 3) | | | | | 60 | | |
| Distribution and servicing fees Class A-2 (see Note 3) | | | | | 944 | | |
| Other expenses | | | | | 255,161 | | |
| Total Operating Expenses | | | | | 4,473,908 | | |
| Expenses waived by Adviser | | | | | (513,637) | | |
| Net Operating Expenses | | | | | 3,960,271 | | |
| Net investment income | | | | | 3,683,862 | | |
| Net Realized and Change in Unrealized Gain on Investments | | | | | | | |
| Net realized gain on investments | | | | | 473,573 | | |
| Net change in unrealized appreciation on investments | | | | | 17,224,632 | | |
| Net Realized and Change in Unrealized Gain on Investments | | | | | 17,698,205 | | |
| Net Increase in Net Assets Resulting from Operations | | | | $ | 21,382,067 | | |
Consolidated Statement of Changes in Net Assets
| | | Year Ended March 31, 2022 | | | Period from January 19, 2021 (Commencement of Operations) through March 31, 2021* | | ||||||
Change in Net Assets from Operations: | | | | | | | | | | | | | |
Net investment income | | | | $ | 3,683,862 | | | | | $ | 6,190 | | |
Net realized gain(loss) on investments | | | | | 473,573 | | | | | | (62,754) | | |
Net change in unrealized appreciation on investments | | | | | 17,224,632 | | | | | | 3,970,042 | | |
Net Increase in Net Assets from Operations | | | | | 21,382,067 | | | | | | 3,913,478 | | |
Distributions to Shareholders: | | | | | | | | | | | | | |
Institutional Class Shares | | | | | (4,172,794) | | | | | | — | | |
Total Distributions to Shareholders | | | | | (4,172,794) | | | | | | — | | |
Change in Net Assets Resulting from Capital Transactions: | | | | | | | | | | | | | |
Proceeds from shares sold | | | | | | | | | | | | | |
Institutional Class Shares | | | | | 117,208,000 | | | | | | 208,000,000 | | |
Class A-1 Shares | | | | | 100,000 | | | | | | — | | |
Class A-2 Shares | | | | | 1,575,000 | | | | | | — | | |
Reinvestments of distributions | | | | | | | | | | | | | |
Institutional Class Shares | | | | | 4,123,693 | | | | | | — | | |
Withdrawals | | | | | | | | | | | | | |
Institutional Class Shares | | | | | (51,360) | | | | | | — | | |
Change in Net Assets Resulting from Capital Transactions | | | | | 122,955,333 | | | | | | 208,000,000 | | |
Net Change in Net Assets | | | | | 140,164,606 | | | | | | 211,913,478 | | |
Net Assets: | | | | | | | | | | | | | |
Beginning of period | | | | | 212,013,478 | | | | | | 100,000** | | |
End of period | | | | $ | 352,178,084 | | | | | $ | 212,013,478 | | |
Transactions in Shares: | | | | | | | | | | | | | |
Shares sold | | | | | | | | | | | | | |
Institutional Class Shares | | | | | 11,167,006 | | | | | | 20,800,000 | | |
Class A-1 Shares | | | | | 9,463 | | | | | | — | | |
Class A-2 Shares | | | | | 149,043 | | | | | | — | | |
Shares reinvested | | | | | | | | | | | | | |
Institutional Class Shares | | | | | 392,225 | | | | | | — | | |
Shares redeemed | | | | | | | | | | | | | |
Institutional Class Shares | | | | | (4,850) | | | | | | — | | |
Net Increase in Shares | | | | | 11,712,887 | | | | | | 20,800,000 | | |
Consolidated Statement of Cash Flows
For The Year Ended March 31, 2022
| Cash Flows from Operating Activities | | | | | | | |
| Net Change in net assets resulting from operations | | | | $ | 21,382,067 | | |
| Adjustments to reconcile net change in net assets resulting from operations to net cash provided by operating activities: | | | | | | | |
| Purchases of investments | | | | | (607,005,090) | | |
| Proceeds from disposition of investments | | | | | 512,825,289 | | |
| Net realized gain on investments | | | | | (473,573) | | |
| Net change in unrealized (appreciation) depreciation on investments | | | | | (17,224,632) | | |
| Changes in assets and liabilities related to operations | | | | | | | |
| (Increase) decrease in receivable for investments sold | | | | | 4,555,146 | | |
| (Increase) decrease in interest receivable | | | | | (112,671) | | |
| (Increase) decrease in other assets | | | | | 293,956 | | |
| Increase (decrease) investment securities purchased | | | | | (37,793,089) | | |
| Increase (decrease) due to Affiliate | | | | | (198,725) | | |
| Increase (decrease) advisory fee payable | | | | | 110,800 | | |
| Increase (decrease) accounting and administration service fees payable | | | | | 94,863 | | |
| Increase (decrease) professional fees payable | | | | | 104,137 | | |
| Increase (decrease) incentive fee payable | | | | | 418,815 | | |
| Increase (decrease) in other payables | | | | | 119,468 | | |
| Net Cash Provided by (used in) Operating Activities | | | | | (122,903,239) | | |
| Cash Flows from Financing Activities | | | | | | | |
| Contributions received in advance | | | | | 4,603,000 | | |
| Proceeds from shares sold | | | | | 118,883,000 | | |
| Withdrawals | | | | | (51,360) | | |
| Cash distributions paid, net of reinvestments | | | | | (49,101) | | |
| Net Cash Provided by (used in) Financing Activities | | | | | 123,385,539 | | |
| Net Change in Cash and Cash Equivalents | | | | | 482,300 | | |
| Cash and Cash Equivalents at Beginning of the Year | | | | | 403,129 | | |
| Cash and Cash Equivalents at End of Year | | | | $ | 885,429 | | |
| Supplemental disclosure of non-cash activity: | | | | | | | |
| Receipt of in-kind distributions of securities from underlying Private Funds, at value on the date of distribution | | | | $ | 8,005,334 | | |
Consolidated Financial Highlights – Institutional Class
| | | Year Ended March 31, 2022 | | | Period from January 19, 2021 (Commencement of Operations) through March 31, 2021* | | ||||||
Per Share Operating Performance(1) | | | | | | | | | | | | | |
NET ASSET VALUE, BEGINNING OF YEAR | | | | $ | 10.19 | | | | | $ | 10.00 | | |
INCOME FROM INVESTMENT OPERATIONS: | | | | | | | | | | | | | |
Net investment income | | | | | 0.13 | | | | | | — | | |
Net realized and unrealized gain on investments | | | | | 0.64 | | | | | | 0.19 | | |
Net increase in net assets resulting from operations | | | | | 0.77 | | | | | | 0.19 | | |
DISTRIBUTIONS | | | | | | | | | | | | | |
Net change in capital due to distributions | | | | | (0.13) | | | | | | — | | |
NET ASSET VALUE, END OF YEAR | | | | | 10.83 | | | | | | 10.19 | | |
TOTAL NET ASSET VALUE RETURN(2)(3) | | | | | 7.64% | | | | | | 1.90% | | |
RATIOS AND SUPPLEMENTAL DATA: | | | | | | | | | | | | | |
Net assets, end of period(in thousands) | | | | | 350,463 | | | | | | 212,013 | | |
Ratios to average net assets(4)(5) | | | | | | | | | | | | | |
Total expenses before expense waiver | | | | | 1.50% | | | | | | 1.16% | | |
Total expenses after expense waiver | | | | | 1.33% | | | | | | 0.76% | | |
Net investment income | | | | | 1.24% | | | | | | 0.86% | | |
Portfolio Turnover Rate(3) | | | | | 57.13% | | | | | | 12.50% | | |
Consolidated Financial Highlights – Class A-1
| | | Period from March 1, 2022 (Commencement of Operations) through March 31, 2022 | | |||
Per Share Operating Performance(1) | | | | | | | |
NET ASSET VALUE, BEGINNING OF PERIOD | | | | $ | 10.57 | | |
INCOME FROM INVESTMENT OPERATIONS:* | | | | | | | |
Net investment income | | | | | (0.02) | | |
Net realized and unrealized loss on investments | | | | | 0.27 | | |
Net decrease in net assets resulting from operations | | | | | 0.25 | | |
DISTRIBUTIONS | | | | | | | |
Net change in capital due to distributions | | | | | — | | |
NET ASSET VALUE, END OF PERIOD | | | | | 10.82 | | |
TOTAL NET ASSET VALUE RETURN(2)(3) | | | | | 2.37% | | |
RATIOS AND SUPPLEMENTAL DATA: | | | | | | | |
Net assets, end of period(in thousands) | | | | | 102 | | |
Ratios to average net assets(4)(5)(6) | | | | | | | |
Total expenses before expense waiver | | | | | 1.54% | | |
Total expenses after expense waiver | | | | | 1.49% | | |
Net investment income | | | | | 0.35% | | |
Portfolio Turnover Rate(3) | | | | | 57.13% | | |
Consolidated Financial Highlights – Class A-2
| | | Period from March 1, 2022 (Commencement of Operations) through March 31, 2022 | | |||
Per Share Operating Performance(1) | | | | | | | |
NET ASSET VALUE, BEGINNING OF PERIOD | | | | $ | 10.57 | | |
INCOME FROM INVESTMENT OPERATIONS:* | | | | | | | |
Net investment income | | | | | (0.04) | | |
Net realized and unrealized loss on investments | | | | | 0.29 | | |
Net decrease in net assets resulting from operations | | | | | 0.25 | | |
DISTRIBUTIONS | | | | | | | |
Net change in capital due to distributions | | | | | — | | |
NET ASSET VALUE, END OF PERIOD | | | | | 10.82 | | |
TOTAL NET ASSET VALUE RETURN(2)(3) | | | | | 2.37% | | |
RATIOS AND SUPPLEMENTAL DATA: | | | | | | | |
Net assets, end of period(in thousands) | | | | | 1,613 | | |
Ratios to average net assets(4)(5)(6) | | | | | | | |
Total expenses before expense waiver | | | | | 1.54% | | |
Total expenses after expense waiver | | | | | 1.49% | | |
Net investment income | | | | | 0.36% | | |
Portfolio Turnover Rate(3) | | | | | 57.13% | | |
Notes to the Financial Statements
March 31, 2022
Notes to the Financial Statements (continued)
March 31, 2022
Notes to the Financial Statements (continued)
March 31, 2022
Notes to the Financial Statements (continued)
March 31, 2022
Investments | | | Level 1 | | | Level 2 | | | Level 3 | | | Net Asset Value | | | Total | | |||||||||||||||
Bank Loans | | | | $ | — | | | | | $ | 96,797,357 | | | | | $ | — | | | | | $ | — | | | | | $ | 96,797,357 | | |
Common Stocks | | | | | 13,886,528 | | | | | | — | | | | | | — | | | | | | — | | | | | | 13,886,528 | | |
Corporate Bonds | | | | | — | | | | | | 32,785,853 | | | | | | — | | | | | | — | | | | | | 32,785,853 | | |
Private Funds | | | | | — | | | | | | — | | | | | | 32,525,213 | | | | | | 132,223,646 | | | | | | 164,748,859 | | |
Short-Term Investments | | | | | 48,285,422 | | | | | | — | | | | | | — | | | | | | — | | | | | | 48,285,422 | | |
Total Investments | | | | $ | 62,171,950 | | | | | $ | 129,583,210 | | | | | $ | 32,525,213 | | | | | $ | 132,223,646 | | | | | $ | 356,504,019 | | |
| | | | | | | | | | | | Unobservable Inputs | | |||||||||||||||
Investments | | | Fair Value as of March 31, 2022 | | | Valuation Methodologies | | | Variable | | | Value/Range | | | Weighted Average | | ||||||||||||
Private Funds | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Co-Investment | | | | $ | 22,761,948 | | | | Recent Transaction Value | | | | | N/A | | | | | | N/A | | | | | | N/A | | |
Co-Investment | | | | | 9,763,265 | | | | LTM EBITDA | | | | | N/A | | | | | | 8.7X | | | | | | N/A | | |
Total Investments | | | | $ | 32,525,213 | | | | | | | | | | | | | | | | | | | | | | | |
| Purchases | | | Sales | | |||
| $30,831,090 | | | | $ | — | | |
Notes to the Financial Statements (continued)
March 31, 2022
Notes to the Financial Statements (continued)
March 31, 2022
Notes to the Financial Statements (continued)
March 31, 2022
Notes to the Financial Statements (continued)
March 31, 2022
Notes to the Financial Statements (continued)
March 31, 2022
| November 25, 2023 | | | March 31, 2024 | | | March 31, 2025 | | |||
| $24,823 | | | $264,983 | | | | $ | 513,637 | | |
Notes to the Financial Statements (continued)
March 31, 2022
Investment: | | | Unfunded Commitment | | |||
Private Funds | | | | $ | 17,335,640 | | |
Total | | | | $ | 17,335,640 | | |
Notes to the Financial Statements (continued)
March 31, 2022
Notes to the Financial Statements (continued)
March 31, 2022
NB Crossroads Private Markets Access Fund LLC:
May 27, 2022
Proxy Voting and Portfolio Holdings (Unaudited)
March 31, 2022
Board of Managers of the Fund (Unaudited)
March 31, 2022
Name, Position(s) Held, Address, and Year of Birth | | | Term of Office and Length of Time Served | | | Principal Occupation During Past 5 Years | | | Number of Funds in Fund Complex* Overseen by Director | | | Other Directorships Held by Director During Past 5 Years | |
Disinterested Directors | | ||||||||||||
Virginia G. Breen, Director 1290 Avenue of the Americas New York, NY 10104 (1964) | | | Term Indefinite – Since Inception | | | Private investor and board member of certain entities (as listed herein) | | | 21 | | | Director of Jones Lang LaSalle Property Trust, Inc.; Trustee/Director of UBS A&Q Registered Fund Complex (3 funds); Director of Calamos Fund Complex (26 funds); Director of Paylocity Holding Corp.; Director of Tech & Energy Transition Corp. | |
Alan Brott, Director 1290 Avenue of the Americas New York, NY 10104 (1942) | | | Term Indefinite –Since Inception | | | Consultant (since 10/1991); Associate Professor, Columbia University (2000-2017); Former Partner of Ernst & Young. | | | 21 | | | Director of Grosvenor Registered Multi- Strategy Funds (3 funds); Director of Hedge Fund Guided Portfolio Solution (part of the Grosvenor complex); Director of Stone Harbor Investment Funds (8 funds); Manager of Man FRM Alternative Multi-Strategy Fund LLC (8/09 to 8/21). | |
Victor F. Imbimbo, Jr., Director 1290 Avenue of the Americas New York, NY 10104 (1952) | | | Term Indefinite –Since Inception | | | President and CEO of Caring Today, LLC, an information and support resource for the family caregiver market. | | | 21 | | | Manager of Man FRM Alternative Multi-Strategy Fund LLC (10/00 to 8/21). | |
Thomas F. McDevitt, Director 1290 Avenue of the Americas New York, NY 10104 (1956) | | | Term Indefinite –Since Inception | | | Managing Partner of Edgewood Capital Partners and President of Edgewood Capital Advisors (5/2002 to present). | | | 21 | | | Director of Jones Lang LaSalle Property Trust, Inc. (12/04 to 06/15). | |
Stephen V. Murphy, Director 1290 Avenue of the Americas New York, NY 10104 (1945) | | | Term Indefinite –Since Inception | | | President of S.V. Murphy & Co, an investment banking firm. | | | 21 | | | Director of The First of Long Island Corporation and The First National Bank of Long Island. Manager of Man FRM Alternative Multi-Strategy Fund LLC (10/00 to 8/21). | |
Thomas G. Yellin, Director 1290 Avenue of the Americas New York, NY 10104 (1954) | | | Term Indefinite –Since Inception | | | President of The Documentary Group (since 6/2006). | | | 21 | | | Director of Grosvenor Registered Multi-Strategy Funds (3 funds); Director of Hedge Fund Guided Portfolio Solution (part of the Grosvenor complex); Manager of Man FRM Alternative Multi-Strategy Fund LLC (8/09 to 8/21). | |
Officers of the Fund (Unaudited)
March 31, 2022
Name, Address* and Age | | | Position(s) Held with the Company | | | Term of Office and Length of Time Served | | | Principal Occupation During Past 5 Years | |
Officers who are not Directors | | |||||||||
James D. Bowden (1953) | | | Chief Executive Officer and President | | | Term – Indefinite; Length – since inception | | | Managing Director, NBAA, since 2015. Formerly, Managing Director, Bank of America; Manager and Vice President, Merrill Lynch Alternative Investments LLC (2013-2015); Executive Vice President, Bank of America Capital Advisors LLC (1998-2013). | |
Claudia A. Brandon (1956) | | | Executive Vice President and Secretary | | | Term – Indefinite; Length – since inception | | | Senior Vice President, Neuberger Berman LLC, since 2007 and Employee since 1999; Senior Vice President, NBIA, since 2008 and Assistant Secretary since 2004. Formerly, Vice President, Neuberger Berman LLC (2002-2006), Vice President – Mutual Fund Board Relations, NBIA (2000-2008), Vice President, NBIA (1986-1999) and Employee (1984-1999). | |
Mark Bonner (1977) | | | Treasurer | | | Term – Indefinite; Length – since inception | | | Senior Vice President, NBAA, since 2015. Formerly, Senior Vice President, Bank of America; Merrill Lynch Alternative Investments LLC (2006-2015); Manager, Advent International Corporation (2004-2006); Senior Associate, PricewaterhouseCoopers LLP (1999-2004). | |
Sarah Doane (1989) | | | Assistant Treasurer | | | Term – Indefinite; Length – since inception | | | Vice President, Neuberger Berman LLC, since 2022 and Employee since 2016. Formerly Internal Auditor, Arbella Insurance Group (2015-2016), Associate, PricewaterhouseCoopers (2012-2015) | |
Savonne Ferguson (1973) | | | Chief Compliance Officer | | | Term – Indefinite; Length – since inception | | | Chief Compliance Officer (Mutual Funds) and Associate General Counsel, NBIA, since 2018; Senior Vice President, Neuberger Berman LLC, since 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). | |
Officers of the Fund (Unaudited)
March 31, 2022
Name, Address* and Age | | | Position(s) Held with the Company | | | Term of Office and Length of Time Served | | | Principal Occupation During Past 5 Years | |
Officers who are not Directors | | |||||||||
Corey A. Issing (1978) | | | Chief Legal Officer (only for purposes of sections 307 and 406 of the Sarbanes-Oxley Act of 2002) | | | Term – Indefinite; Length – since inception | | | General Counsel – Mutual Funds since 2016 and Managing Director, NBIA, since 2017. Formerly, Associate General Counsel (2015-2016), Counsel (2007-2015), Senior Vice President (2013-2016), Vice President (2009-2013). | |
Sheila James (1965) | | | Assistant Secretary | | | Term – Indefinite; Length – since inception | | | Vice President, Neuberger Berman LLC, since 2008 and Employee since 1999; Vice President, NBIA, since 2008. Formerly, Assistant Vice President, Neuberger Berman LLC (2007-2008); Employee, NBIA (1991-1999). | |
Brian Kerrane (1969) | | | Vice President | | | Term – Indefinite; Length – since inception | | | Managing Director, Neuberger Berman LLC, since 2013; Chief Operating Officer – Mutual Funds and Managing Director, NBIA, since 2015. Formerly, Senior Vice President, Neuberger Berman LLC (2006 to 2014), Vice President, NBIA (2008-2015) and Employee since 1991. | |
Josephine Marone (1963) | | | Assistant Secretary | | | Term – Indefinite; Length – since inception | | | Senior Paralegal, Neuberger Berman LLC, since 2007 and Employee since 2007. | |
Brien Smith (1957) | | | Vice President | | | Term – Indefinite; Length – since inception | | | Managing Director, NBAA, since 2005. Chief Operating Officer of NB Private Equity Division since 2017. | |
Item 1. Reports to Stockholders Continued.
(b) not applicable to the Registrant.
Item 2. Code of Ethics.
The Registrant (or the “Fund”) has adopted a code of ethics that applies to the Registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. During the period covered by this report, there were no substantive amendments to or waivers from the code of ethics. A copy of the Code of Ethics is incorporated by reference to NB Private Markets Fund II (Master) LLC’s Form N-CSR, Investment Company Act file number 811-22476 (filed June 09, 2020). The Code of Ethics is also available, without charge, by calling 1-800-877-9700 (toll-free).
Item 3. Audit Committee Financial Expert.
The Board of Managers (the “Board”) of the Registrant has determined that Alan Brott and Stephen V. Murphy possess the technical attributes to qualify as the audit committee's financial experts and that each of them is an "independent" Manager pursuant to paragraph (a)(2) of Item 3 on Form N-CSR.
Item 4. Principal Accountant Fees and Services.
KPMG, LLP serves as independent registered public accounting firm to the Registrant.
(a) Audit Fees
The aggregate fees, billed for professional services rendered by the Registrant's principal accountant for the audit of the Registrant's annual financial statements and security counts required under Rule 17f-2 of the Investment Company Act of 1940 (the "1940 Act") for the fiscal years ended March 31, 2021 and March 31, 2022 were $35,000 and $72,100, respectively.
(b) Audit-Related Fees
There were no audit-related services provided by the principal accountant to the Registrant for the last two fiscal years.
(c) Tax Fees
The principal accountant for the audit of the Registrant's annual financial statements billed no fees for tax compliance, tax advice or tax planning services to the Registrant during the last two fiscal years.
(d) All Other Fees
The principal accountant billed no other fees to the Registrant during the last two fiscal years.
(e) (1) During its regularly scheduled periodic meetings, the Registrant's audit committee will pre-approve all audit, audit-related, tax and other services to be provided by the principal accountants of the Registrant. The audit committee has delegated pre-approval authority to its Chairman for any subsequent new engagements that arise between regularly scheduled meeting dates provided that any such pre-approved fees are presented to the audit committee at its next regularly scheduled meeting.
(e) (2) None of the services described in paragraphs (b)-(d) above were approved by the Registrant’s audit committee pursuant to the “de minimis exception” in paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.
(f) Not applicable.
(g) The amount of non-audit fees that were billed by the Registrant's accountant for services rendered to:
(i) | the Registrant, and (ii) the Registrant's investment adviser and any control person of the adviser that provides ongoing services to the Registrant for the fiscal years ended March 31, 2021 and ended March 31, 2022, were $0 and $0, respectively. | |
(ii) | The amount of non-audit fees that were billed by the Registrant's accountant for services rendered to: (i) the Registrant, and (ii) the Registrant's investment adviser and any control person of the adviser that provides ongoing services to the Registrant for the fiscal years ended March 31, 2021 and ended March 31, 2022, were $0 and $0, respectively. |
(h) The Registrant's audit committee has considered whether the provision of non-audit services that may be rendered to the Registrant's investment adviser, and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the Registrant that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X is compatible with maintaining the principal accountant’s independence. No such services were rendered.
Item 5. Audit Committee of Listed Registrants.
Not applicable.
Item 6. Schedule of Investments.
(a) The Schedule of Investments is included as part of the report to members filed under Item 1 of this form.
(b) Not applicable.
Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.
Subject to the Board’s oversight, the Registrant has delegated responsibility to vote any proxies the Registrant may receive to the Investment Adviser, Neuberger Berman Investment Advisers LLC (“NBIA”).
NBIA is required by the Board to vote proxies related to portfolio securities in the best interests of the Registrant and its members. The Board permits NBIA to contract with a third party to obtain proxy voting and related services, including research of current issues.
NBIA has implemented written Proxy Voting Policies and Procedures (“Proxy Voting Policy”) that are designed to reasonably ensure that NBIA votes proxies prudently and in the best interest of its advisory clients for whom NBIA has voting authority, including the Registrant. The Proxy Voting Policy also describes how NBIA addresses any conflicts that may arise between its interests and those of its clients with respect to proxy voting.
NBIA’s Governance and Proxy Committee (“Proxy Committee”) is responsible for developing, authorizing, implementing and updating the Proxy Voting Policy, overseeing the proxy voting process and engaging and overseeing any independent third-party vendor as a voting delegate to review, monitor and/or vote proxies. In order to apply the Proxy Voting Policy noted above in a timely and consistent manner, NBIA utilizes Glass, Lewis & Co. (“Glass Lewis”) to vote proxies in accordance with NBIA’s voting guidelines or, in instances where a material conflict has been determined to exist, in accordance with the voting recommendations of Glass Lewis.
NBIA retains final authority and fiduciary responsibility for proxy voting. NBIA believes that this process is reasonably designed to address material conflicts of interest that may arise between NBIA and a client as to how proxies are voted.
In the event that an investment professional at NBIA believes that it is in the best interests of a client or clients to vote proxies in a manner inconsistent with NBIA’s proxy voting guidelines, the Proxy Committee will review information submitted by the investment professional to determine that there is no material conflict of interest between NBIA and the client with respect to the voting of the proxy in that manner.
If the Proxy Committee determines that the voting of a proxy as recommended by the investment professional would not be appropriate, the Proxy Committee shall: (i) take no further action, in which case Glass Lewis shall vote such proxy in accordance with the proxy voting guidelines or as Glass Lewis recommends; (ii) disclose such conflict to the client or clients and obtain written direction from the client as to how to vote the proxy; (iii) suggest that the client or clients engage another party to determine how to vote the proxy; or (iv) engage another independent third party to determine how to vote the proxy.
Information on how the Registrant voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available without charge by calling the Registrant toll-free at 866-637-2587 or by accessing the website of the Securities and Exchange Commission (the “SEC”) at http://www.sec.gov.
Item 8. Portfolio Managers of Closed-End Management Investment Companies.
(a)(1) Identification of Portfolio Manager(s) or Management Team Members and Description of Role of Portfolio Manager(s) or Management Team Member - As of March 31, 2022:
Neuberger Berman Private Markets’ Private Investment Portfolios and Co-Investment Team is responsible for the day-to-day management of the Fund and is led by the Private Investment Portfolio and Co-Investment Investment Committee (the “Investment Committee”), which serve as the Fund's Portfolio Managers and is comprised of fifteen members. 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.
The Investment Committee is responsible for the development, selection, and ongoing monitoring and realization of investments:
James Bowden is a Managing Director of Neuberger Berman. He is a member of the Private Investment Portfolios and Real Estate Secondary Investment Committees. Previously, Mr. Bowden was a Managing Director at Bank of America / Merrill Lynch, managing the group’s private equity fund of funds business since its inception in 1998. In that capacity he led the private placement capital raising activities, directed investment origination and had management and administration responsibilities for the Bank of America fund of funds business. Mr. Bowden’s career covers a variety of private equity, commercial banking and management consulting positions. Prior to joining Bank of America/Merrill Lynch, he served as the manager of the Chicago office of Corporate Credit Examination Services for Continental Bank, where he had responsibility for the independent oversight of the Private Equity Investing and Midwest Commercial Banking Division. 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 MBA and BBA from the University of Michigan. Mr. Bowden is a Certified Public Accountant.
Kent Chen is a Managing Director of Neuberger Berman and leader of the firm’s private equity efforts in the Asia Pacific region. He is also a member of the Private Investment Portfolios and Co-Investment Investment Committees. Mr. Chen joined Neuberger Berman in May 2015 from the Hong Kong Monetary Authority (HKMA) after spending 17 years in various central banking positions, including Deputy Chief Representative of the HKMA’s New York Office and Advisor to the Executive Director for China at the International Monetary Fund in Washington D.C. From 2008, Mr. Chen helped to establish the HKMA’s private equity program, comprising of global buyout, Asia private equity and global energy investments. Before joining the HKMA in 1998, Mr. Chen was Head of China Research at Daiwa Securities in Hong Kong covering the Chinese stocks market with a focus on infrastructure, energy and power equipment stocks. Mr. Chen has been awarded the Chartered Financial Analyst designation and earned a MPA from Columbia University, MBA from University of Hull and BS in Economics from University of London.
Paul Daggett is a Managing Director of Neuberger Berman and a senior member of the Private Investment Portfolios and Co-investments team. He is also a member of the Private Investment Portfolios and Co-investments Investment Committee. 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.
Michael Kramer is a Managing Director of Neuberger Berman. He is a member of the Private Investment Portfolios, Co-Investment, Credit Opportunities, and Marquee Brands Investment Committees as well as a member of the Board of Directors for Marquee Brands. Mr. Kramer is currently a board observer for By Light Professional IT Services, which is a portfolio company of our dedicated co-investment funds. 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 MBA from Harvard Business School and a BA, cum laude, from Harvard College.
John H. Massey is the Chairman of the Private Investment Portfolios Investment Committee. He is also a member of the Co-Investment Investment Committee. In 1996, Mr. Massey was elected as one of the original members of the board of directors of the PineBridge Fund Group. Mr. Massey is active as a private investor and corporate director. Previously, he was Chairman and CEO of Life Partners Group, Inc., a NYSE listed company. Over the last 35 years, Mr. Massey has also served in numerous executive leadership positions with other publicly held companies including Gulf Broadcast Corporation, Anderson Clayton & Co., and Gulf United Corporation. He began his career in 1966 with Republic National Bank of Dallas as an investment analyst. Mr. Massey currently serves on the boards of several financial institutions, including Central Texas Bankshare Holdings, and Hill Bancshares Holdings, Inc., among others. He is also the principal shareholder of Columbus State Bank in Columbus, Texas and Hill Bank and Trust Company in Weimar, Texas. Mr. Massey received the Most Distinguished Alumnus award from SMU’s Cox School of Business in 1993. In 2009, he and Mrs. Massey were jointly named Most Distinguished Alumnus by The University of Texas from the Dallas/Fort Worth area. He currently serves as Chairman of the Development Board for the University of Texas School of Law and is President-Elect of Texas Exes at The University of Texas. He is also active in oil and gas, agricultural and wildlife conservation activities in Colorado County and Matagorda County, Texas. Mr. Massey received a BBA from Southern Methodist University and an MBA 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 Private Investment Portfolios, Co-Investment and Private Debt Investment Committees. Mr. Morse is currently a Board Observer of Behavioral Health Group, C.H. Guenther, CSC, and ProAmpac, all of which are portfolio companies of our dedicated co-investment funds. Mr. Morse joined Lehman Brothers in 2003 as a Managing Director and principal in the Merchant Banking Group where he helped raise and invest Lehman Brothers Merchant Banking Partners III L.P. Prior to joining Lehman Brothers, Mr. Morse was a founding Partner of Hampshire Equity Partners (and its predecessor entities). Founded in 1993, Hampshire is a middle-market private equity and corporate restructuring firm with $825 million of committed capital over three private equity funds. Prior to Hampshire, Mr. Morse worked in GE Capital’s Corporate Finance Group providing one-stop financings to middle-market buyouts. Mr. Morse began his career in 1984 in Chemical Bank’s middle-market lending group. Mr. Morse holds an M.B.A. from the Tuck School of Business at Dartmouth College and a B.A. in Economics from Hamilton College. Mr. Morse is a member of the M.B.A. Advisory Board of the Tuck School, a member of the Alumni Council of Hamilton College, and a member of the Board of Trustees of the Berkshire School.
Joana P. Rocha Scaff is a Managing Director of Neuberger Berman, Head of Europe Private Equity and a member of the Private Investment Portfolios, Co-Investment and Strategic Capital 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 MBA from Columbia Business School and her BA 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 private equity funds.
Jonathan D. Shofet is the Global Head of the Firm’s Private Investment Portfolios group and is a Managing Director of Neuberger Berman. He is also a member of the Private Investment Portfolios and Co-Investment Investment Committees. Prior to joining Neuberger Berman Private Equity, 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 and Credit Strategies, Cerberus Institutional Partners, Clearlake Capital, ComVest Investment Partners, DFW Capital, Monomoy Capital Partners, Oakhill Capital Partners, Platinum Equity, Siris Partners, Thomas H. Lee Partners and Vector Capital Partners. He is also a Board Observer for several private companies. Mr. Shofet holds a BA 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 a member of the investment committees for the Private Investment Portfolios, Co-Investment and Private Debt programs. Mr. Smith is a member of Neuberger Berman’s Operating Committee. Mr. Smith is also a member of the firm’s Investment Risk and Operational Risk Committees. 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. 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 board of the Texas Exes Alumni Association and chairs its Investment Committee. He serves and has served on a number of other boards of directors. Mr. Smith received a Master’s in Professional Accounting and a B.B.A. from the University of Texas at Austin.
David S. Stonberg is a Managing Director of Neuberger Berman and is the Global Co-Head of Private Equity Co-Investments. He is also a member of the Private Investment Portfolios, Co-Investment, Renaissance, Secondary, Real Estate Secondary and Strategic Capital 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 MBA from the Stern School of New York University and a BSE. from the Wharton School of the University of Pennsylvania.
Elizabeth Traxler is a Managing Director of Neuberger Berman and a senior member of the Private Investment Portfolios and Co-Investments team. She is also a member of the Private Investment Portfolios and Co-investments Investment Committee and the Secondary Investment Committees. Prior to joining Neuberger Berman in 2008, Ms. Traxler was at Wachovia Capital Partners (now known as Pamlico Capital), where she focused on making direct growth equity and buyout investments across a broad range of industries. Ms. Traxler also worked at Wachovia Securities in the Leveraged Capital Group, which provided senior and mezzanine debt for private equity-backed transactions. Ms. Traxler received an MBA from the Kellogg School of Management at Northwestern University and a BA, cum laude, in Economics from Vanderbilt University.
Anthony D. Tutrone is the Global Head of NB Alternatives and a Managing Director of Neuberger Berman. He is a member of all Neuberger Berman Private Equity’s Investment Committees. Mr. Tutrone is also a member of Neuberger Berman’s Partnership, Operating, and Asset Allocation Committees. Prior to Neuberger Berman, from 1994 to 2001, Mr. Tutrone was a Managing Director and founding member of The Cypress Group, a private equity firm focused on middle market buyouts that managed approximately $3.5 billion of commitments. Prior to The Cypress Group, Mr. Tutrone began his career at Lehman Brothers in 1986, starting in Investment Banking and in 1987 becoming one of the original members of the firm’s Merchant Banking Group. This group managed a $1.2 billion private equity fund focused on middle market buyouts. He has been a member of the board of directors of several public and private companies and has sat on the advisory boards of several private equity funds. Mr. Tutrone earned an MBA from Harvard Business School and a BA 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 Private Investment Portfolios, Athyrium, 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 Reinsurance Company. At Swiss Re, 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 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 BS with Honors in Economics from the University of Iowa and a JD with High Distinction, from the University of Iowa College of Law. He is a member of the New York Bar.
Jacquelyn Wang is a Managing Director of Neuberger Berman and a member of the Private Investment Portfolios and Co-Investment Investment Committees. Ms. Wang joined Neuberger Berman in 2007 focusing on direct co-investments, primary fund investments and secondary investments. Prior to joining Neuberger Berman, Ms. Wang worked in Corporate Development at Verizon Communications focused on corporate M&A. Previously, Ms. Wang worked at Spectrum Equity Investors, where she was responsible for sourcing, executing and evaluating buyout and growth equity investments in media, technology and telecom. Ms. Wang began her career in the investment banking division of Lehman Brothers advising on corporate transactions in the communications and media industries. Ms. Wang received an MBA from The Wharton School of the University of Pennsylvania and a BA with honors from The Johns Hopkins University.
Patricia Miller Zollar is a Managing Director of Neuberger Berman and a leader of the Firm’s Private Investment Portfolios group. She is a member of the Private Investment Portfolios and Co-Investment Investment Committees. Additionally, Ms. Zollar sits on the Limited Partner Advisory Boards of a number of funds including those managed by Arcadius Capital Partners, Argand Partners, Base10 Ventures, Clearlake Capital, GenNx360 Capital Partners, Linx Partners, Vista Equity Partners and The Vistria Group. Before the management buyout of Neuberger, Ms. Zollar co-headed and co-founded the Lehman Brothers Partnership Solutions Group, 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 BS, with highest distinction, from North Carolina A&T State University, where she formerly served as Chairperson of the Board of Trustees and which conferred her an honorary Doctorate degree. Ms. Zollar is a member of the Executive Leadership Council, the Economic Club of NY, the Harvard Business School Alumni Board and was a former member of the executive board of the National Association of Investment Companies. She serves on the executive board of The Apollo Theater.
(a)(2) Other Accounts Managed by Portfolio Manager(s) or Management Team Member - As of March 31, 2022:
The following table lists the number and types of accounts, other than the Fund, managed by the Fund’s Portfolio Management Team and assets under management in those accounts, as of March 31, 2022. Registered investment companies in a ‘‘master-feeder’’ structure are counted as one investment company for purposes for determining the number of accounts managed.
James D. Bowden
Registered Investment Companies Managed | Pooled Vehicles Managed | Other Accounts Managed | |||||||||||||||||
Number | Total Assets | Number | Total Assets | Number | Total Assets | ||||||||||||||
6 | $ | 1,216,280,098 | 5 | $ | 1,380,000,500 | 0 | $ | 0 |
Registered InvestmentCompanies Managed | Pooled Vehicles Managed | Other Accounts Managed | |||||||||||||||||
Number with | Total Assets with | Number with | Total Assets with | Number with | Total Assets with | ||||||||||||||
Performance - | Performance - | Performance - | Performance - | Performance - | Performance - | ||||||||||||||
Based Fees | Based Fees | Based Fees | Based Fees | Based Fees | Based Fees | ||||||||||||||
6 | $ | 1,216,280,098 | 5 | $ | 1,380,000,500 | 0 | $ | 0 |
Kent Chen
Registered Investment Companies Managed | Pooled Vehicles Managed | Other Accounts Managed | |||||||||||||||||
Number | Total Assets | Number | Total Assets | Number | Total Assets | ||||||||||||||
6 | $ | 1,216,280,098 | 31 | $ | 17,561,439,671 | 124 | $ | 32,565,068,634 |
Registered Investment Companies Managed | Pooled Vehicles Managed | Other Accounts Managed | |||||||||||||||||
Number with | Total Assets with | Number with | Total Assets with | Number with | Total Assets with | ||||||||||||||
Performance - | Performance - | Performance - | Performance - | Performance - | Performance - | ||||||||||||||
Based Fees | Based Fees | Based Fees | Based Fees | Based Fees | Based Fees | ||||||||||||||
6 | $ | 1,216,280,098 | 31 | $ | 17,561,439,671 | 124 | $ | 32,565,068,634 |
Paul Daggett
Registered Investment Companies Managed | Pooled Vehicles Managed | Other Accounts Managed | |||||||||||||||||
Number | Total Assets | Number | Total Assets | Number | Total Assets | ||||||||||||||
6 | $ | 1,216,280,098 | 31 | �� | $ | 17,561,439,671 | 124 | $ | 32,565,068,634 |
Registered Investment Companies Managed | Pooled Vehicles Managed | Other Accounts Managed | |||||||||||||||||
Number with | Total Assets with | Number with | Total Assets with | Number with | Total Assets with | ||||||||||||||
Performance - | Performance - | Performance - | Performance - | Performance - | Performance - | ||||||||||||||
Based Fees | Based Fees | Based Fees | Based Fees | Based Fees | Based Fees | ||||||||||||||
6 | $ | 1,216,280,098 | 31 | $ | 17,561,439,671 | 124 | $ | 32,565,068,634 |
Michael Kramer
Registered Investment Companies Managed | Pooled Vehicles Managed | Other Accounts Managed | |||||||||||||||||
Number | Total Assets | Number | Total Assets | Number | Total Assets | ||||||||||||||
6 | $ | 1,216,280,098 | 31 | $ | 17,561,439,671 | 124 | $ | 32,565,068,634 |
Registered Investment Companies Managed | Pooled Vehicles Managed | Other Accounts Managed | |||||||||||||||||
Number with | Total Assets with | Number with | Total Assets with | Number with | Total Assets with | ||||||||||||||
Performance - | Performance - | Performance - | Performance - | Performance - | Performance - | ||||||||||||||
Based Fees | Based Fees | Based Fees | Based Fees | Based Fees | Based Fees | ||||||||||||||
6 | $ | 1,216,280,098 | 31 | $ | 17,561,439,671 | 124 | $ | 32,565,068,634 |
John H. Massey
Registered Investment Companies Managed | Pooled Vehicles Managed | Other Accounts Managed | |||||||||||||||||
Number | Total Assets | Number | Total Assets | Number | Total Assets | ||||||||||||||
6 | $ | 1,216,280,098 | 31 | $ | 17,561,439,671 | 124 | $ | 32,565,068,634 |
Registered Investment Companies Managed | Pooled Vehicles Managed | Other Accounts Managed | |||||||||||||||||
Number with | Total Assets with | Number with | Total Assets with | Number with | Total Assets with | ||||||||||||||
Performance - | Performance - | Performance - | Performance - | Performance - | Performance - | ||||||||||||||
Based Fees | Based Fees | Based Fees | Based Fees | Based Fees | Based Fees | ||||||||||||||
6 | $ | 1,216,280,098 | 31 | $ | 17,561,439,671 | 124 | $ | 32,565,068,634 |
David Morse
Registered Investment Companies Managed | Pooled Vehicles Managed | Other Accounts Managed | |||||||||||||||||
Number | Total Assets | Number | Total Assets | Number | Total Assets | ||||||||||||||
6 | $ | 1,216,280,098 | 31 | $ | 17,561,439,671 | 124 | $ | 32,565,068,634 |
Registered Investment Companies Managed | Pooled Vehicles Managed | Other Accounts Managed | |||||||||||||||||
Number with | Total Assets with | Number with | Total Assets with | Number with | Total Assets with | ||||||||||||||
Performance - | Performance - | Performance - | Performance - | Performance - | Performance - | ||||||||||||||
Based Fees | Based Fees | Based Fees | Based Fees | Based Fees | Based Fees | ||||||||||||||
6 | $ | 1,216,280,098 | 31 | $ | 17,561,439,671 | 124 | $ | 32,565,068,634 |
Joana P. Rocha Scaff
Registered Investment Companies Managed | Pooled Vehicles Managed | Other Accounts Managed | |||||||||||||||||
Number | Total Assets | Number | Total Assets | Number | Total Assets | ||||||||||||||
6 | $ | 1,216,280,098 | 33 | $ | 21,677,738,475 | 126 | �� | $ | 32,765,068,634 |
Registered Investment Companies Managed | Pooled Vehicles Managed | Other Accounts Managed | |||||||||||||||||
Number with | Total Assets with | Number with | Total Assets with | Number with | Total Assets with | ||||||||||||||
Performance - | Performance - | Performance - | Performance - | Performance - | Performance - | ||||||||||||||
Based Fees | Based Fees | Based Fees | Based Fees | Based Fees | Based Fees | ||||||||||||||
6 | $ | 1,216,280,098 | 33 | $ | 21,677,738,475 | 126 | $ | 32,765,068,634 |
Jonathan D. Shofet
Registered Investment Companies Managed | Pooled Vehicles Managed | Other Accounts Managed | |||||||||||||||||
Number | Total Assets | Number | Total Assets | Number | Total Assets | ||||||||||||||
6 | $ | 1,216,280,098 | 31 | $ | 17,561,439,671 | 124 | $ | 32,565,068,634 |
Registered Investment Companies Managed | Pooled Vehicles Managed | Other Accounts Managed | |||||||||||||||||
Number with | Total Assets with | Number with | Total Assets with | Number with | Total Assets with | ||||||||||||||
Performance - | Performance - | Performance - | Performance - | Performance - | Performance - | ||||||||||||||
Based Fees | Based Fees | Based Fees | Based Fees | Based Fees | Based Fees | ||||||||||||||
6 | $ | 1,216,280,098 | 31 | $ | 17,561,439,671 | 124 | $ | 32,565,068,634 |
Brien P. Smith
Registered Investment Companies Managed | Pooled Vehicles Managed | Other Accounts Managed | |||||||||||||||||
Number | Total Assets | Number | Total Assets | Number | Total Assets | ||||||||||||||
6 | $ | 1,216,280,098 | 31 | $ | 17,561,439,671 | 124 | $ | 32,565,068,634 |
Registered Investment Companies Managed | Pooled Vehicles Managed | Other Accounts Managed | |||||||||||||||||
Number with | Total Assets with | Number with | Total Assets with | Number with | Total Assets with | ||||||||||||||
Performance - | Performance - | Performance - | Performance - | Performance - | Performance - | ||||||||||||||
Based Fees | Based Fees | Based Fees | Based Fees | Based Fees | Based Fees | ||||||||||||||
6 | $ | 1,216,280,098 | 31 | $ | 17,561,439,671 | 124 | $ | 32,565,068,634 |
David S. Stonberg
Registered Investment Companies Managed | Pooled Vehicles Managed | Other Accounts Managed | |||||||||||||||||
Number | Total Assets | Number | Total Assets | Number | Total Assets | ||||||||||||||
6 | $ | 1,216,280,098 | 36 | $ | 26,890,098,975 | 127 | $ | 32,840,068,634 |
Registered Investment Companies Managed | Pooled Vehicles Managed | Other Accounts Managed | |||||||||||||||||
Number with | Total Assets with | Number with | Total Assets with | Number with | Total Assets with | ||||||||||||||
Performance - | Performance - | Performance - | Performance - | Performance - | Performance - | ||||||||||||||
Based Fees | Based Fees | Based Fees | Based Fees | Based Fees | Based Fees | ||||||||||||||
6 | $ | 1,216,280,098 | 36 | $ | 26,890,098,975 | 127 | $ | 32,840,068,634 |
Elizabeth Traxler
Registered Investment Companies Managed | Pooled Vehicles Managed | Other Accounts Managed | |||||||||||||||||
Number | Total Assets | Number | Total Assets | Number | Total Assets | ||||||||||||||
6 | $ | 1,216,280,098 | 33 | $ | 21,677,738,475 | 126 | $ | 32,765,068,634 |
Registered Investment Companies Managed | Pooled Vehicles Managed | Other Accounts Managed | |||||||||||||||||
Number with | Total Assets with | Number with | Total Assets with | Number with | Total Assets with | ||||||||||||||
Performance - | Performance - | Performance - | Performance - | Performance - | Performance - | ||||||||||||||
Based Fees | Based Fees | Based Fees | Based Fees | Based Fees | Based Fees | ||||||||||||||
6 | $ | 1,216,280,098 | 33 | $ | 21,677,738,475 | 126 | $ | 32,765,068,634 |
Anthony D. Tutrone
Registered Investment Companies Managed | Pooled Vehicles Managed | Other Accounts Managed | |||||||||||||||||
Number | Total Assets | Number | Total Assets | Number | Total Assets | ||||||||||||||
6 | $ | 1,216,280,098 | 36 | $ | 26,890,098,975 | 127 | $ | 32,840,068,634 |
Registered Investment Companies Managed | Pooled Vehicles Managed | Other Accounts Managed | |||||||||||||||||
Number with | Total Assets with | Number with | Total Assets with | Number with | Total Assets with | ||||||||||||||
Performance - | Performance - | Performance - | Performance - | Performance - | Performance - | ||||||||||||||
Based Fees | Based Fees | Based Fees | Based Fees | Based Fees | Based Fees | ||||||||||||||
6 | $ | 1,216,280,098 | 36 | $ | 26,890,098,975 | 127 | $ | 32,840,068,634 |
Peter J. Von Lehe
Registered Investment Companies Managed | Pooled Vehicles Managed | Other Accounts Managed | |||||||||||||||||
Number | Total Assets | Number | Total Assets | Number | Total Assets | ||||||||||||||
6 | $ | 1,216,280,098 | 31 | $ | 17,561,439,671 | 124 | $ | 32,565,068,634 |
Registered Investment Companies Managed | Pooled Vehicles Managed | Other Accounts Managed | |||||||||||||||||
Number with | Total Assets with | Number with | Total Assets with | Number with | Total Assets with | ||||||||||||||
Performance - | Performance - | Performance - | Performance - | Performance - | Performance - | ||||||||||||||
Based Fees | Based Fees | Based Fees | Based Fees | Based Fees | Based Fees | ||||||||||||||
6 | $ | 1,216,280,098 | 31 | $ | 17,561,439,671 | 124 | $ | 32,565,068,634 |
Jacquelyn Wang
Registered Investment Companies Managed | Pooled Vehicles Managed | Other Accounts Managed | |||||||||||||||||
Number | Total Assets | Number | Total Assets | Number | Total Assets | ||||||||||||||
6 | $ | 1,216,280,098 | 31 | $ | 17,561,439,671 | 124 | $ | 32,565,068,634 |
Registered Investment Companies Managed | Pooled Vehicles Managed | Other Accounts Managed | |||||||||||||||||
Number with | Total Assets with | Number with | Total Assets with | Number with | Total Assets with | ||||||||||||||
Performance - | Performance - | Performance - | Performance - | Performance - | Performance - | ||||||||||||||
Based Fees | Based Fees | Based Fees | Based Fees | Based Fees | Based Fees | ||||||||||||||
6 | $ | 1,216,280,098 | 31 | $ | 17,561,439,671 | 124 | $ | 32,565,068,634 |
Patricia Miller Zollar
Registered Investment Companies Managed | Pooled Vehicles Managed | Other Accounts Managed | |||||||||||||||||
Number | Total Assets | Number | Total Assets | Number | Total Assets | ||||||||||||||
6 | $ | 1,216,280,098 | 31 | $ | 17,561,439,671 | 124 | $ | 32,565,068,634 |
Registered Investment Companies Managed | Pooled Vehicles Managed | Other Accounts Managed | |||||||||||||||||
Number with | Total Assets with | Number with | Total Assets with | Number with | Total Assets with | ||||||||||||||
Performance - | Performance - | Performance - | Performance - | Performance - | Performance - | ||||||||||||||
Based Fees | Based Fees | Based Fees | Based Fees | Based Fees | Based Fees | ||||||||||||||
6 | $ | 1,216,280,098 | 31 | $ | 17,561,439,671 | 124 | $ | 32,565,068,634 |
Potential Conflicts of Interests
Real, potential or apparent conflicts of interest may arise should members of the Portfolio Management Team have day-to-day portfolio management responsibilities with respect to more than one fund. Portfolio Management Team members may manage other accounts with investment strategies similar to the Registrant, including other investment companies, pooled investment vehicles and separately managed accounts. Fees earned by the Investment Adviser may vary among these accounts and Portfolio Management Team members may personally invest in these accounts. These factors could create conflicts of interest because the Portfolio Management Team members may have incentives to favor certain accounts over others, that could result in other accounts outperforming the Registrant. A conflict may also exist if a Portfolio Management Team member identifies a limited investment opportunity that may be appropriate for more than one account, but the Registrant is not able to take full advantage of that opportunity due to the need to allocate that opportunity among multiple accounts. In addition, a Portfolio Management Team member may execute transactions for another account that may adversely impact the value of securities held by the Registrant. However, the Investment Adviser believes that these risks are mitigated by the fact that accounts with like investment strategies managed by the Portfolio Management Team members are generally managed in a similar fashion and the Investment Adviser has policies that seek to allocate opportunities on a fair and equitable basis, taking into consideration the investment objectives and strategies and any legal, tax or regulatory considerations.
(a)(3) Compensation Structure of Portfolio Manager(s) or Management Team Members - As of March 31, 2022:
Neuberger Berman's compensation philosophy is one that focuses on rewarding performance and incentivizing our employees. We are also focused on creating a compensation process that we believe is fair, transparent, and competitive with the market.
Compensation for the Fund’s Portfolio Management Team consists of fixed (salary) and variable (bonus) compensation but is more heavily weighted on the variable portion of total compensation and is paid from a team compensation pool made available to the portfolio management team with which the portfolio manager is associated. The size of the team compensation pool is determined based on a formula that takes into consideration a number of factors including the pre-tax revenue that is generated by that particular portfolio management team, less certain adjustments. The bonus portion of the compensation for a portfolio manager is discretionary and is determined on the basis of a variety of criteria, including investment performance (including the aggregate multi-year track record), utilization of central resources (including research, sales and operations/support), business building to further the longer term sustainable success of the investment team, effective team/people management, and overall contribution to the success of Neuberger Berman.
The terms of our long-term retention incentives are as follows:
● | Employee-Owned Equity. Certain employees (i.e., senior leadership and investment professionals) participate in Neuberger Berman’s equity ownership structure, which was designed to incentivize and retain key personnel. In addition, in prior years certain employees may have elected to have a portion of their compensation delivered in the form of equity. |
For confidentiality and privacy reasons, Neuberger Berman cannot disclose individual equity holdings or program participation.
● | Contingent Compensation. Certain employees may participate in the Neuberger Berman Group Contingent Compensation Plan (the “CCP”) to serve as a means to further align the interests of our employees with the success of the firm and the interests of our clients, and to reward continued employment. Under the CCP, up to 20% of a participant’s annual total compensation in excess of $500,000 is contingent and subject to vesting. The contingent amounts are maintained in a notional account that is tied to the performance of a portfolio of Neuberger Berman investment strategies as specified by the firm on an employee-by-employee basis. By having a participant’s contingent compensation tied to Neuberger Berman investment strategies, each employee is given further incentive to operate as a prudent risk manager and to collaborate with colleagues to maximize performance across all business areas. In the case of members ofinvestment teams, including Portfolio Managers, the CCP is currently structured so that such employees have exposure to the investment strategies of their respective teams as well as the broader Neuberger Berman portfolio. |
● | Restrictive Covenants. Most investment professionals, including Portfolio Fund Managers, are subject to notice periods and restrictive covenants which include employee and client non-solicit restrictions as well as restrictions on the use of confidential information. In addition, depending on participation levels, certain senior professionals who have received equity grants have also agreed to additional notice and transition periods and, in some cases, non-compete restrictions. |
(a)(4) Beneficial Ownership of Securities – As of March 31, 2022:
Portfolio Manager | Dollar Range of Equity Securities of the Fund Beneficially Owned |
David Morse | $100,001-$500,000 |
Joana P. Rocha Scaff | $100,001-$500,000 |
Jonathan D. Shofet | $100,001-$500,000 |
Peter J. Von Lehe | $100,001-$500,000 |
Anthony D. Tutrone | Over $1,000,000 |
(b) Not applicable.
Item 9. Purchase of Equity Securities By Closed-End Management Investment Company and Affiliated Purchasers.
Not applicable.
Item 10. Submission of Matters to a Vote of Security Holders.
There have been no material changes to the procedures by which members may recommend nominees to the Board.
Item 11. Controls and Procedures.
(a) The Registrant's Principal Executive Officer and Principal Financial Officer have concluded that the Registrant's disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended (the “1940 Act”)) were effective as of a date within 90 days prior to the filing date of this report, based on their evaluation of the effectiveness of the Registrant's disclosure controls and procedures, as required by Rule 30a-3(b) of the 1940 Act.
(b) There were no changes in the Registrant's internal control over financial reporting that occurred during the Registrant's fiscal half-year covered by this report that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting.
Item 12. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies.
(a) The Fund did not engage in any securities lending activity during the fiscal year ended March 31, 2022.
(b) The Fund did not engage in any securities lending activity and did not engage a securities lending agent during the fiscal year ended March 31, 2022.
Item 13. Exhibits.
(a)(1) | A copy of the Code of Ethics is incorporated by reference to NB Private Markets Fund II (Master) LLC’s Form N-CSR, Investment Company Act file number 811-22476 (filed June 09, 2020). |
(b) | Certification pursuant to Section 906 of the Sarbanes-Oxley Act is furnished herewith. |
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
NB Crossroads Private Markets Access Fund LLC
By: | /s/ James Bowden | |
James Bowden | ||
Chief Executive Officer and President |
Date: June 6, 2022
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
By: | /s/ James Bowden | |
James Bowden | ||
Chief Executive Officer and President | ||
(Principal Executive Officer) |
Date: June 6, 2022
By: | /s/ Mark Bonner | |
Mark Bonner | ||
Treasurer | ||
(Principal Financial Officer) |
Date: June 6, 2022