As filed with the Securities and Exchange Commission on December 7, 2007
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: 811-21963
Rochdale Core Alternative Strategies Fund LLC
(Exact name of registrant as specified in charter)
570 Lexington Avenue
New York, NY 10022-6837
(Address of principal executive offices) (Zip code)
Kurt Hawkesworth
570 Lexington Avenue
New York, NY 10022-6837
(Name and address of agent for service)
(800) 245-9888
Registrant's telephone number, including area code
Date of fiscal year end: March 31
Date of reporting period: September 30, 2007
Item 1. Report to Stockholders.
Rochdale Core Alternative | |||||||||
Strategies Fund LLC | |||||||||
Semi-Annual Report | |||||||||
September 30, 2007 | |||||||||
ROCHDALE CORE ALTERNATIVE STRATEGIES FUND LLC
Table of Contents | |
Statement of Assets and Liabilities | 3 |
Statement of Operations | 4 |
Statements of Changes in Members’ Capital | 5 |
Statement of Cash Flows | 6 |
Financial Highlights | 7 |
Notes to Financial Statements | 8 |
Board Approval of Investment Management Agreement | 12 |
Additional Information | 12 |
This report is intended for investors of the Fund and may not be used as sales literature unless preceded or accompanied by a current prospectus for the applicable Fund. Each prospectus includes more complete information about management fees and expenses, investment objectives, risks and operating policies.
Past performance is not a guarantee of future results. Due to market volatility, Fund performance may fluctuate, and investors may have a gain or loss when they redeem units. Statements and other information in this report are dated and subject to change.
ROCHDALE CORE ALTERNATIVE STRATEGIES FUND LLC
STATEMENT OF ASSETS AND LIABILITIES, SEPTEMBER 30, 2007 (Unaudited) | ||||
ASSETS | ||||
Investment in Rochdale Core Alternative Strategies Master Fund LLC | $ | 14,555,286 | ||
Prepaid expenses | 45,761 | |||
Total Assets | 14,601,047 | |||
LIABILITIES | ||||
Payable to Adviser | 18,156 | |||
Professional fees payable | 12,420 | |||
Incentive fee payable | 914 | |||
Investor servicing fee payable | 7,564 | |||
Accrued expenses and other liabilities | 1,800 | |||
Total Liabilities | 40,854 | |||
NET ASSETS | $ | 14,560,193 | ||
MEMBERS' CAPITAL | ||||
Capital | $ | 14,760,000 | ||
Accumulated net investment loss | (36,593 | ) | ||
Net unrealized depreciation on investments | (163,214 | ) | ||
Members' Capital | $ | 14,560,193 | ||
The accompanying notes are an integral part of these financial statements.
ROCHDALE CORE ALTERNATIVE STRATEGIES FUND LLC
STATEMENT OF OPERATIONS, PERIOD ENDED SEPTEMBER 30, 2007(1) (Unaudited) | ||||
NET INVESTMENT LOSS ALLOCATED FROM ROCHDALE CORE ALTERNATIVE | ||||
STRATEGIES MASTER FUND LLC | ||||
Interest income | $ | 14,899 | ||
Expenses | (73,898 | ) | ||
Net investment loss allocated from Rochdale Core Alternative Strategies Master Fund LLC | (58,999 | ) | ||
INVESTMENT INCOME | ||||
Interest income | 17,499 | |||
OPERATING EXPENSES | ||||
Incentive fees | 914 | |||
Administration fees | 1,710 | |||
Registration fees | 14,894 | |||
Audit and tax fees | 12,420 | |||
Investor Servicing fees | 7,564 | |||
Offering costs | 10,221 | |||
Other expenses | 424 | |||
Total operating expenses | 48,147 | |||
Less: expenses waived and reimbursed | (53,054 | ) | ||
Net operating expenses (waivers) | (4,907 | ) | ||
Net investment loss | (36,593 | ) | ||
UNREALIZED LOSS ON INVESTMENTS ALLOCATED FROM ROCHDALE CORE | ||||
ALTERNATIVE STRATEGIES MASTER FUND LLC | ||||
Net change in unrealized depreciation on investments | (163,214 | ) | ||
NET DECREASE IN MEMBERS' CAPITAL RESULTING FROM OPERATIONS | $ | (199,807 | ) | |
(1) | The Fund commenced investment operations on July 1, 2007. |
The accompanying notes are an integral part of these financial statements.
ROCHDALE CORE ALTERNATIVE STRATEGIES FUND LLC
STATEMENT OF CHANGES IN MEMBERS' CAPITAL | ||||
FOR THE PERIOD ENDED SEPTEMBER 30, 2007(1) (Unaudited) | ||||
FROM OPERATING ACTIVITIES | ||||
Net investment loss | $ | (36,593 | ) | |
Net change in unrealized depreciation on investments | (163,214 | ) | ||
Net decrease in members' capital resulting from operations | (199,807 | ) | ||
MEMBERS' CAPITAL TRANSACTIONS | ||||
Proceeds from sales of interests(2) | 14,760,000 | |||
Total increase in members' capital | 14,560,193 | |||
MEMBERS' CAPITAL | ||||
Balance at beginning of period | — | |||
Balance at end of period | $ | 14,560,193 | ||
(1) | The Fund commenced investment operations on July 1, 2007. | ||||
(2) | Includes proceeds from the intial seeding of the Fund. |
The accompanying notes are an integral part of these financial statements.
ROCHDALE CORE ALTERNATIVE STRATEGIES FUND LLC
STATEMENT OF CASH FLOWS | ||||
FOR THE PERIOD ENDED SEPTEMBER 30, 2007(1) (Unaudited) | ||||
CASH FLOW FROM OPERATING ACTIVITIES | ||||
Net decrease in members' capital resulting from operations | $ | (199,807 | ) | |
ADJUSTMENTS TO RECONCILE NET DECREASE IN MEMBERS' CAPITAL RESULTING | ||||
FROM OPERATIONS TO NET CASH USED IN OPERATING ACTIVITIES | ||||
Net change in unrealized depreciation on investments | 163,214 | |||
Purchases of investments in Master Fund | (14,760,000 | ) | ||
Net investment loss allocated from Master Fund | 58,999 | |||
Increase in investor servicing payable | 7,564 | |||
Increase in payable to Adviser | 18,156 | |||
Increase in incentive fee payable | 914 | |||
Increase in prepaid expenses | (45,761 | ) | ||
Increase in professional fees payable | 12,420 | |||
Increase in accrued expenses and other liabilities | 1,800 | |||
Increase in interest income | (17,499 | ) | ||
Net cash used in operating activities | (14,760,000 | ) | ||
CASH FLOWS FROM FINANCING ACTIVITIES | ||||
Capital contributions(2) | 14,760,000 | |||
Net cash provided by financing activities | 14,760,000 | |||
Net change in cash and cash equivalents | — | |||
CASH AND CASH EQUIVALENTS | ||||
Balance at beginning of period | — | |||
Balance at end of period | $ | — | ||
(1) | The Fund commenced investment operations on July 1, 2007. | ||||
(2) | Includes proceeds from the initial seeding of the Fund. |
The accompanying notes are an integral part of these financial statements.
ROCHDALE CORE ALTERNATIVE STRATEGIES FUND LLC
FINANCIAL HIGHLIGHTS | ||||
FOR THE PERIOD ENDED SEPTEMBER 30, 2007(1) (Unaudited) | ||||
Total Return before incentive fee(2) | (1.98 | )%(3) | ||
Incentive fee | (0.01 | )%(3) | ||
Total Return after incentive fee(2) | (1.99 | )%(3) | ||
RATIOS/SUPPLEMENTAL DATA | ||||
Net Assets, end of period (000's) | $ | 14,560 | ||
Portfolio Turnover(5) | 0.00 | %(3) | ||
RATIO OF NET INVESTMENT LOSS TO AVERAGE NET ASSETS | ||||
Net investment loss, before waivers and reimbursements | (2.96 | )%(4) | ||
Net investment loss, after waivers and reimbursements | (1.21 | )%(4) | ||
RATIO OF EXPENSES TO AVERAGE NET ASSETS, BEFORE | ||||
INCENTIVE FEE(6) | ||||
Operating expenses, before waivers and reimbursements | 4.00 | %(4) | ||
Operating expenses, after waivers and reimbursements | 2.25 | %(4) | ||
RATIO OF EXPENSES TO AVERAGE NET ASSETS, NET OF WAIVERS | ||||
AND REIMBURSEMENTS AFTER INCENTIVE FEE(6) | ||||
Operating expenses, after waivers and reimbursements | 2.25 | %(4) | ||
Incentive fee | 0.03 | %(4) | ||
Total Operating expenses, after waivers and reimbursements after incentive fee | 2.28 | %(4) | ||
(1) | The Fund commenced investment operations on July 1, 2007. | |||||
(2) | Total return is calculated for all members taken as a whole. A member's return may vary from these returns | |||||
based on the timing of capital transactions. The total return is calculated for the period from July 1, 2007 | ||||||
(commencement of investment operations) through September 30, 2007. | ||||||
(3) | Not Annualized. | |||||
(4) | Annualized. | |||||
(5) | Portfolio turnover represents the Master Fund's portfolio turnover for the period ended July 1, 2007 to | |||||
September 30, 2007. | ||||||
(6) | Does not include expenses of the Investment Funds in which the Master Fund invests. The expense ratio | |||||
is calculated for all members taken as a whole. The computation of such ratios based on the amount of | ||||||
expenses and incentive fee assessed to a member's capital may vary from these ratios based on the timing | ||||||
of capital transactions. |
The accompanying notes are an integral part of these financial statements.
ROCHDALE CORE ALTERNATIVE STRATEGIES FUND LLC
NOTES TO FINANCIAL STATEMENTS | ||||||
FOR THE PERIOD ENDED SEPTEMBER 30, 2007 (Unaudited) | ||||||
NOTE 1 - ORGANIZATION | ||||||
Rochdale Core Alternative Strategies Fund LLC (the “Fund”) is a recently formed Delaware limited | ||||||
liability company registered under the Investment Company Act of 1940, as amended, as a closed-end | ||||||
management investment company. The Fund’s investment objective is to seek long-term growth of | ||||||
principal across varying market conditions with low volatility. “Low volatility” in this objective means | ||||||
the past monthly net asset value fluctuations of the Fund Units that are no greater than the rolling 10-year | ||||||
annualized standard deviation of the monthly ups and downs of the higher of: (1) the return of the Lehman | ||||||
Brothers Aggregate Bond Index plus 3% or (2) half of the return of the Standard & Poor’s 500-stock | ||||||
Index. The Fund commenced investment operations on July 1, 2007. | ||||||
The Fund will invest substantially all of its investable assets in Rochdale Core Alternative Strategies | ||||||
Master Fund LLC (the “Master Fund”), a registered investment company with the same investment | ||||||
objective as the Fund. Rochdale Investment Management LLC (the “Manager” or “Rochdale”) is the | ||||||
investment adviser to the Master Fund. The Manager delegated sub-investment advisory responsibilities | ||||||
to AIG Global Investment Corp. (the “Sub-Adviser”) with respect to the Master Fund. | ||||||
The financial statements of the Master Fund are included elsewhere in this report and should be read in | ||||||
conjunction with the Fund’s financial statements. At September 30, 2007, the Fund's beneficial ownership of | ||||||
the Master Fund's net assets was 36.07%. | ||||||
Each member must be a qualified investor and subscribe for a minimum initial investment in the Fund of | ||||||
$25,000. Additional investments in the Fund must be made in a minimum amount of $10,000. Brokers | ||||||
selling units may establish higher minimum investment requirements than the Fund. The Fund from time | ||||||
to time may offer to repurchase units at such times and on such terms as may be determined by the Fund | ||||||
Board in its complete and absolute discretion. Fund units must be held for 12 months to be eligible for | ||||||
repurchase on a semi-annual basis. | ||||||
Generally, initial and additional subscriptions for investment (or "Interests") in the Fund by eligible members may | ||||||
be accepted at such times as the Fund may determine. The Fund reserves the right to reject any subscriptions | ||||||
for Interests in the Fund. The Fund from time to time may offer to repurchase outstanding Interests pursuant | ||||||
to written tenders by members. These repurchases will be made at such times and on such terms as may be | ||||||
determined by the Board, in its complete and absolute discretion. | ||||||
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES | ||||||
The following is a summary of significant accounting policies followed by the Fund. These policies are in | ||||||
conformity with accounting principles generally accepted in the United States of America and are consistently | ||||||
followed by the Fund. | ||||||
A. | Portfolio Valuation. The net asset value of the Fund is determined as of the close of business at the | |||||
end of each month. The net asset value of the Fund equals the value of the assets of the Fund, respectively, | ||||||
less liabilities, including accrued fees and expenses. | ||||||
The Fund's investment in the Master Fund represents substantially all of the Fund's assets. All investments | ||||||
owned are carried at value which is the portion of the net asset value of the Master Fund held by the Fund. |
ROCHDALE CORE ALTERNATIVE STRATEGIES FUND LLC
NOTES TO FINANCIAL STATEMENTS | ||||||
FOR THE PERIOD ENDED SEPTEMBER 30, 2007 (Unaudited), Continued | ||||||
The accounting for and valuation of investments by the Master Fund is discussed in the notes to the | ||||||
financial statements for the Master Fund, which are attached to this report. | ||||||
B. | Income Recognition and Security Transactions. Interest income is recorded on an accrual basis. | |||||
Dividend income is recorded on the ex-dividend date. Investments are recorded on the effective date | ||||||
of the subscription in the Master Fund. The Fund will bear, as an investor in the Master Fund, its share | ||||||
of the income, realized and unrealized gains and losses of the Master Fund. | ||||||
C. | Organization Expenses. Expenses incurred by the Fund in connection with the organization were expensed | |||||
as incurred. The Manager has agreed to reimburse the Master Fund for these expenses, subject to potential | ||||||
recovery (see Note 3). Also reflected in the Fund’s organizational expenses were its pro-rata share of the | ||||||
expenses incurred in connection with the organization of the Master Fund. | ||||||
D. | Fund Expenses. The Fund will bear all expenses incurred in its business. The expenses of the Fund include, | |||||
but are not limited to, the following: legal fees; accounting and auditing fees; custodial fees; costs of computing | ||||||
the Fund's net asset value; costs of insurance; registration expenses; expenses of meetings of the Board and | ||||||
members; all costs with respect to communications to members; and other types of expenses as may be | ||||||
approved from time to time by the Board. The Fund will bear, as an investor in the Master Fund, its share of | ||||||
the fees and expenses of the Master Fund. | ||||||
E. | Income Taxes. The Fund intends to be treated as a partnership for Federal income tax purposes. Each | |||||
member is responsible for the tax liability or benefit relating to such member’s distributive share of taxable | ||||||
income or loss. Accordingly, no provision for Federal income taxes is reflected in the accompanying | ||||||
financial statements. | ||||||
F. | Distribution Policy. The Fund has no present intention of making periodic distributions of its net | |||||
investment income or capital gains, if any, to members. The amount and frequency of distributions, if | ||||||
any, will be at the sole discretion of the Board. | ||||||
G. | Deferred Offering Costs. Offering Costs will be charged to members’ capital in proportion to the number | |||||
of units sold during the offering period. | ||||||
H. | Capital Accounts. Net profits or net losses of the Fund for each month will be allocated to the capital | |||||
accounts of members as of the last day of each month in accordance with members' respective investment | ||||||
percentages of the Fund. Net profits or net losses will be measured as the net change in the value of the | ||||||
net assets of the Fund during a fiscal period, before giving effect to any repurchases of interest in the Fund, | ||||||
and excluding the amount of any items to be allocated to the capital accounts of the members of the Fund, | ||||||
other than in accordance with the members' respective investment percentages. | ||||||
I. | Use of Estimates. The preparation of financial statements in conformity with accounting principles generally | |||||
accepted in the United States of America requires management to make estimates and assumptions that affect | ||||||
the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the | ||||||
financial statements and the reported amounts of expenses during the reporting period. Actual results could | ||||||
differ from those estimates. |
ROCHDALE CORE ALTERNATIVE STRATEGIES FUND LLC
NOTES TO FINANCIAL STATEMENTS | ||||||
FOR THE PERIOD ENDED SEPTEMBER 30, 2007 (Unaudited), Continued | ||||||
NOTE 3 - COMMITMENTS AND OTHER RELATED PARTY TRANSACTIONS | ||||||
The Manager has contractually agreed to waive and/or reimburse the Fund’s and the Master Fund’s expenses | ||||||
to the extent needed to limit their combined annual operating expenses to 2.25% of net assets. To the extent | ||||||
that the Manager reimburses or absorbs fees and expenses, it may seek payment of such amounts for three | ||||||
years after the year in which the expenses were reimbursed or absorbed. A Fund will make no such payment, | ||||||
however, if its total annual operating expenses exceed the expense limits in effect at the time the expenses | ||||||
were reimbursed or at the time these payments are proposed. | ||||||
NOTE 4 - INVESTOR SERVICING FEES | ||||||
The Fund will pay a fee to RIM Securities LLC, an affiliate of the Manager, as Distributor to reimburse it for | ||||||
payments made to broker-dealers and certain financial advisers (“Investor Service Providers”) that have agreed | ||||||
to provide ongoing investor services to investors in the Fund that are their customers. This fee will be paid | ||||||
quarterly and will be in an amount, with respect to each Investor Service Provider, not to exceed the lesser of: | ||||||
(i) 0.25% (on an annualized basis) of the aggregate value of outstanding units held by investors that receive | ||||||
services from the Investment Service Provider, determined as of the last day of the calendar month (before any | ||||||
any repurchase of units); or (ii) the Distributor’s actual payments to the Investment Service Provider. | ||||||
NOTE 5 - CONCENTRATION OF RISK | ||||||
The Master Fund invests primarily in Investment Funds that are not registered under the 1940 Act and invest in | ||||||
and actively trade securities and other financial instruments using different strategies and investment techniques, | ||||||
including leverage, which may involve significant risks. The Master Fund's concentration of risk is discussed in | ||||||
the notes to the Master Fund's financial statements. | ||||||
NOTE 6 - FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK | ||||||
In the normal course of business, the Investment Funds in which the Master Fund invests trade various financial | ||||||
instruments and enter into various investment activities with off-balance sheet risk. The Master Fund's off- | ||||||
balance sheet risk in these financial instruments is discussed in the notes to the Master Fund's financial | ||||||
statements. | ||||||
NOTE 7 - INVESTMENT TRANSACTIONS | ||||||
For the period ended September 30, 2007, the Fund's assets were invested in the Master Fund. For the period | ||||||
ended September 30, 2007, the aggregate purchases and sales of the Master Fund were $14,760,000 and $0, | ||||||
respectively. | ||||||
NOTE 8 - NEW ACCOUNTING PRONOUNCEMENTS | ||||||
Effective September 30, 2007, the Fund adopted Financial Accounting Standards Board (FASB) Interpretation | ||||||
No. 48 (FIN 48), “Accounting for Uncertainty in Income Taxes.” FIN 48 requires the evaluation of tax | ||||||
positions taken on previously filed tax returns or expected to be taken on future returns. These positions must | ||||||
meet a “more likely than not” standard that, based on the technical merits, have a more than fifty percent | ||||||
likelihood of being sustained upon examination. In evaluating whether a tax position has met the recognition | ||||||
threshold, the Fund must presume that the position will be examined by the appropriate taxing authority | ||||||
that has full knowledge of all relevant information. Tax positions not deemed to meet the “more-likely- | ||||||
than-not” threshold are recorded as a tax expense in the current year. |
ROCHDALE CORE ALTERNATIVE STRATEGIES FUND LLC
NOTES TO FINANCIAL STATEMENTS | ||||||
FOR THE PERIOD ENDED SEPTEMBER 30, 2007 (Unaudited), Continued | ||||||
FIN 48 requires the Fund to analyze all open tax years, as defined by the Statute of Limitations, for all major | ||||||
jurisdictions. Open tax years are those that are open for exam by taxing authorities. Major jurisdictions | ||||||
for the Fund include Federal and the state of New York. | ||||||
The Fund has reviewed the current tax year and major jurisdictions and concluded that the adoption of | ||||||
FIN 48 resulted in no effect to the Fund’s financial position or results of operations. There is no tax liability | ||||||
resulting from unrecognized tax benefits relating to uncertain income tax positions taken or expected to be | ||||||
taken on the tax return for the fiscal year-end March 31, 2008. The Fund is also not aware of any tax | ||||||
positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will | ||||||
significantly change in the next twelve months. | ||||||
In September 2006, FASB issued Statement on Financial Accounting Standards (SFAS) No. 157, "Fair Value | ||||||
Measurements." This standard establishes a single authoritative definition of fair value, sets out a framework | ||||||
measuring fair value and requires additional disclosures about fair value measurements. SFAS No. 157 applies | ||||||
to fair value measurements already required or permitted by existing standards. SFAS No. 157 is effective for | ||||||
financial statements issued for fiscal years beginning after November 15, 2007 and interim periods within those | ||||||
fiscal years. The changes to current generally accepted accounting principles from the application of this | ||||||
Statement relate to the definition of fair value, the methods used to measure fair value, and the expanded | ||||||
disclosures about fair value measurements. As of September 30, 2007, the Fund does not believe the | ||||||
adoption of SFAS No. 157 will impact the amounts reported in the financial statements, however, additional | ||||||
disclosures may be required about the inputs used to develop the measurements and the effect of certain of | ||||||
the measurements reported on the statement of changes in net assets for a fiscal period. |
ROCHDALE CORE ALTERNATIVE STRATEGIES FUND LLC
APPROVAL OF INVESTMENT ADVISORY AND SUB-ADVISORY AGREEMENTS | ||
At the organizational meeting held on December 13, 2006, the Directors of the Fund, including all of the | ||
Directors who are not "interested persons" (as such term is defined in Section 2(a)(19) of the 1940 Act), met in | ||
person and voted to approve the investment advisory agreement and sub-advisory agreements. | ||
In the course of their review, the Directors with the assistance of independent counsel, considered their legal | ||
responsibilities that attach to that process under the Investment Company Act and state law. The Independent | ||
Directors considered the terms of these agreements, including the structure of the compensation arrangements | ||
contemplated, and the resources and experience of the proposed counterparties (i.e., Rochdale Investment | ||
Management, LLC (the "Adviser") and AIG Corp. Investment Group (the "Sub-Adviser) and the individuals | ||
at those organizations dedicated to the business of the Company. In doing so, the Independent Directors | ||
compared competitive prices for comparable services, reviewing fee information for a variety of investment funds | ||
similar in structure to the Company. | ||
Among other things, the Independent Directors determined that the advisory and sub-advisory fees - and overall | ||
Company expense ratio (especially when the proposed fee cap was considered) - were competitive to, and within | ||
the range of, those for similar funds. The Independent Directors commented, though, on the relatively small | ||
universe of registered funds of hedge funds and on the still maturing nature of that industry. The Independent | ||
Directors also noted that AIG Global Investment Corp. charges a different fee in connection with an AIG- | ||
sponsored registered fund of funds. It was noted that the base management fee for that AIG fund was lower | ||
than that for the Company and that the performance fee also was lower (but did not have the preferential hurdle | ||
rate proposed for the Company's performance fee). As explanation for those differences, differences in the | ||
overall level of advisory services between the Company and that AIG fund were discussed, as was the different | ||
investor audience. The potential for economies of scale implicit in these fees was noted, but it was viewed as too | ||
early in the Company's existence to consider that matter in detail. Regarding the experience and resources of the | ||
proposed adviser and sub-adviser, the familiarity of the Independent Directors with the Rochdale organization was | ||
noted. Also noted was the favorable long-term investment track record obtained by AIG Global Investment Corp. | ||
ADDITIONAL INFORMATION | ||
Portfolio Holdings Disclosure | ||
The Fund will file its complete schedule of portfolio holdings with the SEC for the first and third quarters of | ||
of each fiscal year on Form N-Q. The Fund's Forms N-Q will be available on the SEC's website at www.sec.gov, | ||
and may also be reviewed and copied at the SEC's Public Reference Room in Washington, D.C. Information on | ||
the operation of the Public Reference Room may be obtained by calling 1-800-732-0330. | ||
Proxy Voting Policies and Procedures | ||
A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio | ||
securities, as well as information relating to how the Fund voted proxies relating to portfolio securities during the | ||
most recent 12-month period ended June 30, will be available (i) without charge, upon request, by calling | ||
1-800-245-9888; and (ii) on the SEC's website at www.sec.gov. |
ROCHDALE CORE ALTERNATIVE STRATEGIES FUND LLC
INVESTMENT MANAGER | |||||||||
Rochdale Investment Management LLC | |||||||||
570 Lexington Avenue | |||||||||
New York, New York 10022-6837 | |||||||||
SUB-ADVISER | |||||||||
AIG Global Investment Corp. | |||||||||
70 Pine Street | |||||||||
New York, New York 10270 | |||||||||
DISTRIBUTOR | |||||||||
RIM Securities LLC | |||||||||
570 Lexington Avenue | |||||||||
New York, New York 10022-6837 | |||||||||
CUSTODIAN | |||||||||
U.S. Bank, N.A. | |||||||||
Custody Operations | |||||||||
1555 N. RiverCenter Dr., Suite 302 | |||||||||
Milwaukee, WI 53212 | |||||||||
ADMINISTRATOR | |||||||||
U.S. Bancorp Fund Services | |||||||||
P.O. Box 701 | |||||||||
Milwaukee, WI 53201-0701 | |||||||||
LEGAL COUNSEL | |||||||||
Kleinberg, Kaplan, Wolff & Cohen, P.C. | |||||||||
551 Fifth Avenue, 18th Floor | |||||||||
New York, New York 10176 | |||||||||
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | |||||||||
Deloitte & Touche | |||||||||
111 S. Wacker Drive | |||||||||
Chicago, IL 60606-4301 | |||||||||
Rochdale Core Alternative Strategies | |||||||||
Master Fund LLC | |||||||||
Semi-Annual Report | |||||||||
September 30, 2007 | |||||||||
ROCHDALE CORE ALTERNATIVE STRATEGIES MASTER FUND LLC
Table of Contents | |
Schedule of Investments | 3 |
Statement of Assets and Liabilities | 5 |
Statement of Operations | 6 |
Statements of Changes in Members’ Capital | 7 |
Statement of Cash Flows | 8 |
Financial Highlights | 9 |
Notes to Financial Statements | 10 |
Liquidity of Investment Funds | 15 |
Board Approval of Investment Management Agreement | 16 |
Additional Information | 16 |
Past performance is not a guarantee of future results. Due to market volatility, Fund performance may fluctuate and investors may have a gain or loss when they redeem units. Statements and other information in this report are dated and subject to change.
ROCHDALE CORE ALTERNATIVE STRATEGIES MASTER FUND LLC
SCHEDULE OF INVESTMENTS, SEPTEMBER 30, 2007 (Unaudited) | ||||||||
INVESTMENT FUNDS(1) | COST | VALUE | % OF MEMBERS' CAPITAL | |||||
EQUITY LONG/SHORT STRATEGY | ||||||||
Clovis Capital Partners Institutional, LP | $ | 1,825,000 | $ | 1,889,876 | 4.68 | % | ||
Galleon Diversified Fund Ltd. | 1,825,000 | 1,890,642 | 4.69 | |||||
Hunter Global Investors Fund I LP | 1,825,000 | 1,893,326 | 4.69 | |||||
Loch Capital Fund I, LP | 1,110,000 | 1,126,425 | 2.79 | |||||
Mako Europe Fund LP | 1,825,000 | 1,719,037 | 4.26 | |||||
SLS Investors, LP | 1,825,000 | 1,705,920 | 4.23 | |||||
The Tantallon Fund, LP | 1,110,000 | 1,191,815 | 2.95 | |||||
11,345,000 | 11,417,041 | 28.29 | ||||||
EVENT DRIVEN STRATEGY | ||||||||
Bennelong Asia Pacific Multi Strategy Equity Fund, LP | 900,000 | 939,680 | 2.33 | |||||
Brencourt Multi Strategy Arbitrage, LP | 2,225,000 | 2,177,599 | 5.40 | |||||
Brigade Leveraged Capital Structures Fund LP | 1,550,000 | 1,564,707 | 3.88 | |||||
Castlerigg Partners | 2,225,000 | 2,174,733 | 5.39 | |||||
Golden Tree Partners LP | 900,000 | 892,971 | 2.21 | |||||
King Street Capital LP | 2,225,000 | 2,209,509 | 5.47 | |||||
Satellite Fund II LP | 1,550,000 | 1,564,844 | 3.88 | |||||
11,575,000 | 11,524,043 | 28.56 | ||||||
The accompanying notes are an integral part of these financial statements.
ROCHDALE CORE ALTERNATIVE STRATEGIES MASTER FUND LLC
SCHEDULE OF INVESTMENTS, SEPTEMBER 30, 2007 (Unaudited), Continued | ||||||||
GLOBAL MACRO STRATEGY | ||||||||
ARCIM Commodity Partners, LP | $ | 750,000 | $ | 738,571 | 1.83 | % | ||
Auriel Global Macro Fund LP | 750,000 | 681,463 | 1.69 | |||||
Caxton Global Investments | 1,400,000 | 1,359,709 | 3.37 | |||||
Grinham Diversified Fund | 500,000 | 526,692 | 1.30 | |||||
Sunrise Commodities Fund | 1,110,000 | 979,121 | 2.43 | |||||
4,510,000 | 4,285,556 | 10.62 | ||||||
RELATIVE VALUE STRATEGY | ||||||||
Frontpoint Offshore Utility and Energy Fund, LP | 750,000 | 794,870 | 1.97 | |||||
Loomis-Sayles Consumer Discretionary Hedge Fund, LP | 600,000 | 615,540 | 1.53 | |||||
Menta Global, LP | 750,000 | 701,631 | 1.74 | |||||
PHZ Long/Short Equity Fund LLC | 750,000 | 759,066 | 1.88 | |||||
Polygon Global Opportunities Fund, LP | 2,200,000 | 2,039,414 | 5.05 | |||||
Stark Investments, LP | 1,800,000 | 1,751,564 | 4.34 | |||||
SuttonBrook Capital Partners, LP | 2,200,000 | 2,056,008 | 5.09 | |||||
9,050,000 | 8,718,093 | 21.60 | ||||||
TOTAL INVESTMENTS | $ | 36,480,000 | $ | 35,944,733 | 89.07 | % | ||
1 | All investments are non-income producing. | ||||||||
The aggregate cost of investments for tax purposes was expected to be similar to book cost of $36,480,000. Net | |||||||||
unrealized depreciation on investments for tax purposes was $535,267 consisting of $462,483 of gross unrealized | |||||||||
appreciation and $997,750 of gross unrealized depreciation. | |||||||||
The investments in Investment Funds shown above, representing 89.07% of members' capital, have been fair valued | |||||||||
in accordance with procedures established by the Board of Directors. |
The accompanying notes are an integral part of these financial statements.
ROCHDALE CORE ALTERNATIVE STRATEGIES MASTER FUND LLC
STATEMENT OF ASSETS AND LIABILITIES, SEPTEMBER 30, 2007 (Unaudited) | ||||
ASSETS | ||||
Investments, at value (cost $36,480,000) | $ | 35,944,733 | ||
Cash | 5,286,970 | |||
Interest receivable | 18,959 | |||
Fund investments made in advance | 750,000 | |||
Total Assets | 42,000,662 | |||
LIABILITIES | ||||
Management fees payable | 112,218 | |||
Contributions received in advance | 1,425,000 | |||
Accrued expenses and other liabilities | 108,330 | |||
Total Liabilities | 1,645,548 | |||
NET ASSETS | $ | 40,355,114 | ||
MEMBERS' CAPITAL | ||||
Capital | $ | 41,066,137 | ||
Accumulated net investment loss | (175,756 | ) | ||
Net unrealized depreciation on investments | (535,267 | ) | ||
Members' Capital | $ | 40,355,114 | ||
The accompanying notes are an integral part of these financial statements.
ROCHDALE CORE ALTERNATIVE STRATEGIES MASTER FUND LLC
STATEMENT OF OPERATIONS, PERIOD ENDED SEPTEMBER 30, 2007(1) (Unaudited) | ||||
INVESTMENT INCOME | ||||
Interest income | $ | 44,792 | ||
OPERATING EXPENSES | ||||
Management fees | 112,218 | |||
Legal fees | 45,000 | |||
Administration fees | 27,540 | |||
Audit and tax fees | 24,570 | |||
Directors' fees | 5,940 | |||
Printing fees | 2,970 | |||
Custody fees | 1,500 | |||
Other expenses | 810 | |||
Net operating expenses | 220,548 | |||
Net investment loss | (175,756 | ) | ||
UNREALIZED LOSS ON INVESTMENTS | ||||
Net change in unrealized depreciation on investments | (535,267 | ) | ||
NET DECREASE IN MEMBERS' CAPITAL RESULTING FROM OPERATIONS | $ | (711,023 | ) | |
1 | The Fund was seeded on January 30, 2007 and commenced investment operations on July 1, 2007. |
The accompanying notes are an integral part of these financial statements.
ROCHDALE CORE ALTERNATIVE STRATEGIES MASTER FUND LLC
STATEMENT OF CHANGES IN MEMBERS' CAPITAL | ||||
FOR THE PERIOD ENDED SEPTEMBER 30, 2007(1) (Unaudited) | ||||
FROM OPERATING ACTIVITIES | ||||
Net investment loss | $ | (175,756 | ) | |
Net change in unrealized depreciation on investments | (535,267 | ) | ||
Net decrease in members' capital resulting from operations | (711,023 | ) | ||
MEMBERS' CAPITAL TRANSACTIONS | ||||
Proceeds from sales of interests(2) | 41,066,137 | |||
Total increase in members' capital | 40,355,114 | |||
MEMBERS' CAPITAL | ||||
Balance at beginning of period | — | |||
Balance at end of period | $ | 40,355,114 | ||
1 | The Fund was seeded on January 30, 2007 and commenced investment operations on July 1, 2007. | |||||
2 | Includes proceeds from initial seeding of Fund. |
The accompanying notes are an integral part of these financial statements.
ROCHDALE CORE ALTERNATIVE STRATEGIES MASTER FUND LLC
STATEMENT OF CASH FLOWS | ||||
FOR THE PERIOD ENDED SEPTEMBER 30, 2007(1) (Unaudited) | ||||
CASH FLOW FROM OPERATING ACTIVITIES | ||||
Net decrease in members' capital resulting from operations | $ | (711,023 | ) | |
ADJUSTMENTS TO RECONCILE NET DECREASE IN MEMBERS' CAPITAL RESULTING | ||||
FROM OPERATIONS TO NET CASH USED IN OPERATING ACTIVITIES | ||||
Net change in unrealized depreciation on investments | 535,267 | |||
Purchases of investments | (36,480,000 | ) | ||
Increase in fund investments made in advance | (750,000 | ) | ||
Increase in interest receivable | (18,959 | ) | ||
Increase in management fees payable | 112,218 | |||
Increase in contributions received in advance | 1,425,000 | |||
Increase in accrued expenses and other liabilities | 108,330 | |||
Net cash used in operating activities | (35,779,167 | ) | ||
CASH FLOWS FROM FINANCING ACTIVITIES | ||||
Capital contributions | 41,066,137 | |||
Net cash provided by financing activities | 41,066,137 | |||
Net change in cash and cash equivalents | 5,286,970 | |||
CASH AND CASH EQUIVALENTS | ||||
Balance at beginning of period | — | |||
Balance at end of period | $ | 5,286,970 | ||
1 | The Fund was seeded on January 30, 2007 and commenced investment operations on July 1, 2007. |
The accompanying notes are an integral part of these financial statements.
ROCHDALE CORE ALTERNATIVE STRATEGIES MASTER FUND LLC
FINANCIAL HIGHLIGHTS | ||||
FOR THE PERIOD ENDED SEPTEMBER 30, 2007(1) (Unaudited) | ||||
Total Return(2) | (2.22 | )%(3) | ||
RATIOS/SUPPLEMENTAL DATA | ||||
Net Assets, end of period (000's) | $ | 40,355 | ||
Portfolio Turnover | 0.00 | %(3) | ||
RATIO OF NET INVESTMENT LOSS TO AVERAGE NET ASSETS | (1.96 | )%(4) | ||
RATIO OF EXPENSES TO AVERAGE NET ASSETS(5) | 2.46 | %(4) | ||
1 | The Fund was seeded on January 30, 2007 and commenced investment operations on July 1, 2007. | ||
2 | Total return is calculated for all members taken as a whole. A member's return may vary from these returns | ||
based on the timing of capital transactions. The total return is calculated for the period from July 1, 2007 | |||
(commencement of investment operations) through September 30, 2007. | |||
3 | Not Annualized. | ||
4 | Annualized. | ||
5 | Does not include expenses of the Investment Funds in which the Master Fund invests. The expense ratio | ||
is calculated for all members taken as a whole. The computation of such ratios based on the amount of | |||
expenses assessed to a member's capital may vary from these ratios based on the timing of capital transactions. |
The accompanying notes are an integral part of these financial statements.
ROCHDALE CORE ALTERNATIVE STRATEGIES MASTER FUND LLC
NOTES TO FINANCIAL STATEMENTS | ||||||
FOR THE PERIOD ENDED SEPTEMBER 30, 2007 (Unaudited) | ||||||
NOTE 1 - ORGANIZATION | ||||||
Rochdale Core Alternative Strategies Master Fund LLC (the "Master Fund") is a closed-end, non-diversified | ||||||
management investment company that was organized as a limited liability company under the laws of the | ||||||
State of Delaware on September 11, 2006 and serves as a master fund in a master feeder structure. Units | ||||||
in the Master Fund are issued solely in private placement transactions that do not involve any "public offering" | ||||||
within the meaning of Section 4(2) of the Securities Act of 1933, as amended (the "1933 Act"). Investments | ||||||
in the Master Fund may be made only by U.S. and foreign investment companies, common or commingled | ||||||
trust funds, organizations or trusts described in Sections 401(a) or 501(a) of the Internal Revenue Code of | ||||||
1986, as amended, or similar organizations or entities that are "accredited investors" within the meaning of | ||||||
Regulation D under the 1933 Act. The Master Fund is a registered investment company under the Investment | ||||||
Company Act of 1940. | ||||||
Rochdale Investment Management LLC (the “Manager” or “Rochdale”) is the investment adviser to the | ||||||
Master Fund. The Manager delegated sub-investment advisory responsibilities to AIG Global Investment Corp. | ||||||
(the “Sub-Adviser”) with respect to the Master Fund. | ||||||
The Master Fund seeks to achieve its objective by investing substantially all of its assets in the securities of | ||||||
privately placed investment vehicles, typically referred to as hedge funds (“Hedge Funds”), that pursue a | ||||||
variety of “absolute return” investment strategies. “Absolute return” refers to a broad class of investment | ||||||
strategies that attempt to consistently generate positive returns regardless of market conditions. | ||||||
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES | ||||||
The following is a summary of significant accounting policies followed by the Master Fund. These policies | ||||||
are in conformity with accounting principles generally accepted in the United States of America. | ||||||
A. | Portfolio Valuation. The net asset value of the Master Fund is determined as of the close of business | |||||
at the end of each month in accordance with the valuation principles set forth below or as may be | ||||||
determined from time to time pursuant to policies established by the Board. | ||||||
The net asset value of the Master Fund equals the value of the Master Fund's assets less the Master Fund's | ||||||
liabilities, including accrued fees and expenses. The Master Fund's investments in the Investment Funds | ||||||
are considered to be illiquid and can only be redeemed periodically. The Board has approved procedures | ||||||
pursuant to which the Master Fund values its investments in Investment Funds at fair value. In accordance | ||||||
with these procedures, the fair value of investments in Investment Funds, as of each month-end ordinarily | ||||||
is the value determined as of such month-end for each Investment Fund in accordance with each | ||||||
Investment Fund's valuation policies and reported at the time of the Master Fund's valuation. As a general | ||||||
matter, the fair value of the Master Fund's interest in an Investment Fund will represent the amount that | ||||||
the Master Fund could reasonably expect to receive from an Investment Fund if the Master Fund's | ||||||
ownership interest was redeemed at the time of valuation, based on information reasonably available at the | ||||||
time the valuation is made and that the Master Fund believes to be reliable. In the event that an Investment | ||||||
Fund does not report a month-end value to the Master Fund on a timely basis, or the Adviser concludes | ||||||
that the value provided by the Investment Fund does not represent the fair value of the Master Fund's | ||||||
interests in the Investment Fund, the Master Fund would determine the fair value of such Investment Fund |
ROCHDALE CORE ALTERNATIVE STRATEGIES MASTER FUND LLC
NOTES TO FINANCIAL STATEMENTS | ||||||
FOR THE PERIOD ENDED SEPTEMBER 30, 2007 (Unaudited), Continued | ||||||
based on the most recent value reported by the Investment Fund, as well as any other relevant information | ||||||
available at such time. | ||||||
Considerable judgment is required to interpret the factors used to develop estimates of fair value. | ||||||
Accordingly, the estimates may not be indicative of the amounts the Master Fund could realize in a current | ||||||
market exchange and the differences could be material to the financial statements. The use of different | ||||||
factors or estimation methodologies could have a significant effect on the estimated fair value. The values | ||||||
assigned to these investments are based on available information and do not necessarily represent amounts | ||||||
that might ultimately be realized, as such amounts depend on future circumstances and cannot reasonably | ||||||
be determined until the individual investments are actually liquidated. | ||||||
B. | Income Recognition and Security Transactions. Interest income is recorded on an accrual basis. | |||||
Dividend income is recorded on the ex-dividend date. Realized gains and losses from Investment Fund | ||||||
transactions are calculated on the identified cost basis. Investments are recorded on the effective | ||||||
date of the subscription in the Investment Fund. | ||||||
C. | Organization Expenses. Expenses incurred by the Master Fund in connection with the organization were | |||||
expensed as incurred. | ||||||
D. | Fund Expenses. The Master Fund will bear all expenses incurred in its business. The expenses of the | |||||
Master Fund include, but are not limited to, the following: legal fees; accounting and auditing fees; custodial | ||||||
fees; costs of computing the Master Fund's net asset value; costs of insurance; registration expenses; due | ||||||
diligence, including travel and related expenses; expenses of meetings of the Board and members; all costs | ||||||
with respect to communications to members; and other types of expenses as may be approved from time | ||||||
to time by the Board. | ||||||
E. | Income Taxes. The Master Fund intends to be treated as a partnership for Federal income tax purposes. | |||||
Each member is responsible for the tax liability or benefit relating to such member’s distributive share of | ||||||
taxable income or loss. Accordingly, no provision for Federal income taxes is reflected in the accompanying | ||||||
financial statements. | ||||||
F. | Deferred Offering Costs. Offering Costs will be charged to members’ capital in proportion to the number | |||||
of units sold during the offering period. | ||||||
G. | Capital Accounts. Net profits or net losses of the Master Fund for each month will be allocated to the | |||||
capital accounts of members as of the last day of each month in accordance with members' respective | ||||||
investment percentages of the Master Fund. Net profits or net losses will be measured as the net change | ||||||
in the value of the net assets of the Master Fund during a fiscal period, before giving effect to any | ||||||
repurchases of interest in the Master Fund, and excluding the amount of any items to be allocated to the | ||||||
capital accounts of the members of the Master Fund, other than in accordance with the members' respective | ||||||
investment percentages. | ||||||
H. | Use of Estimates. The preparation of financial statements in conformity with accounting principles generally | |||||
accepted in the United States of America requires management to make estimates and assumptions that affect | ||||||
the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the | ||||||
financial statements and the reported amounts of expenses during the reporting period. Actual results could | ||||||
differ from those estimates. |
ROCHDALE CORE ALTERNATIVE STRATEGIES MASTER FUND LLC
NOTES TO FINANCIAL STATEMENTS | ||||||
FOR THE PERIOD ENDED SEPTEMBER 30, 2007 (Unaudited), Continued | ||||||
NOTE 3 - COMMITMENTS AND OTHER RELATED PARTY TRANSACTIONS | ||||||
A. Management and Incentive Fees. Under the supervision of the Master Fund’s Board and pursuant to an | ||||||
investment management agreement (“Investment Management Agreement”), Rochdale Investment | ||||||
Management LLC, an investment adviser registered under the Investment Advisers Act of 1940, as amended, | ||||||
serves as the Manager for the Master Fund. The Manager is authorized, subject to the approval of the Master | ||||||
Fund’s Board, to retain one or more other organizations, including its affiliates, to provide any or all of the services | ||||||
required to be provided by the Manager to the Master Fund or to assist in providing these services. The Manager | ||||||
entered into a sub-investment management agreement with AIG Global Investment Corp. (the “Sub-Adviser”). | ||||||
The Sub-Adviser has investment discretion to manage the assets of the Master Fund and is responsible for | ||||||
identifying prospective Hedge Funds, performing due diligence and review of those Hedge Funds and their Hedge | ||||||
Fund Managers, selecting Hedge Funds, allocating and reallocating the Master Fund’s assets among Hedge Funds, | ||||||
and providing risk management services, subject to the general supervision of the Manager. | ||||||
The investment management fee is shared by the Manager and the Sub-Adviser. The Master Fund will pay the | ||||||
Manager an investment management fee at an annual rate equal to 1.25% of the Master Fund’s month-end net | ||||||
assets, including assets attributable to the Manager (or its affiliates) and before giving effect to any repurchases | ||||||
by the Master Fund of Units. The investment management fee will accrue monthly and will be payable at the | ||||||
end of each quarter. The investment management fee will be paid to the Manager out of the Master Fund’s | ||||||
assets. The Manager will pay a fee to the Sub-Adviser at a rate equal to 60% of the amount of the fee earned | ||||||
by the Manager pursuant to the Investment Management Agreement. | ||||||
The Sub-Adviser is entitled to receive a performance-based incentive fee equal to 10% of the net profits | ||||||
(taking into account net realized and unrealized gains or losses and net investment income or loss), if any, in | ||||||
excess of the “Preferred Return,” subject to reduction of that excess for prior losses that have not been | ||||||
previously offset against net profits (the “Incentive Fee”). The Incentive Fee will be accrued monthly and is | ||||||
generally payable annually. The Preferred Return is an annual return equal to the 3-year Treasury constant | ||||||
maturity rate as reported by the Board of Governors of the Federal Reserve System as of the last business day | ||||||
of the prior calendar year plus 2%. | ||||||
B. Expense Reimbursement. The Manager has contractually agreed to waive and/or reimburse the Master Fund’s | ||||||
expenses to the extent needed to limit the Master Fund’s annual operating expenses combined with the annual | ||||||
operating expenses of Rochdale Core Alternative Strategies Fund LLC or Rochdale Core Alternative Strategies | ||||||
Fund TEI LLC (the “Feeder Funds”) to 2.25% of net assets. To the extent that the Manager reimburses or absorbs | ||||||
fees and expenses, it may seek payment of such amounts for three years after the year in which the expenses were | ||||||
reimbursed or absorbed. A Fund will make no such payment, however, if its total annual operating expenses | ||||||
exceed the expense limits in effect at the time the expenses were reimbursed or at the time these payments | ||||||
are proposed. | ||||||
ROCHDALE CORE ALTERNATIVE STRATEGIES MASTER FUND LLC
NOTES TO FINANCIAL STATEMENTS | ||||||
FOR THE PERIOD ENDED SEPTEMBER 30, 2007 (Unaudited), Continued | ||||||
NOTE 4 - CONCENTRATION OF RISK | ||||||
The Master Fund invests primarily in Investment Funds that are not registered under the 1940 Act and invest in | ||||||
and actively trade securities and other financial instruments using different strategies and investment | ||||||
techniques, including leverage, which may involve significant risks. These Investment Funds may invest a high | ||||||
percentage of their assets in specific sectors of the market in order to achieve a potentially greater investment | ||||||
return. As a result, the Investment Funds may be more susceptible to economic, political, and regulatory | ||||||
developments in a particular sector of the market, positive or negative, and may experience increased volatility | ||||||
of the Investment Funds' net asset value. | ||||||
Various risks are also associated with an investment in the Master Fund, including risks relating to the multi- | ||||||
manager structure of the Master Fund, risks relating to compensation arrangements and risks relating to limited | ||||||
liquidity. | ||||||
NOTE 5 - FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK | ||||||
In the normal course of business, the Investment Funds in which the Master Fund invests trade various financial | ||||||
instruments and enter into various investment activities with off-balance sheet risk. These include, but are not | ||||||
limited to, short selling activities, writing option contracts, contracts for differences, and interest rate, credit | ||||||
default and total return equity swaps contracts. The Master Fund's risk of loss in these Investment Funds is | ||||||
limited to the value of these investments reported by the Master Fund. The Master Fund itself does not invest | ||||||
directly in securities with off-balance sheet risk. | ||||||
NOTE 6 - INVESTMENT TRANSACTIONS | ||||||
For the period ended September 30, 2007, the aggregate purchases and sales of investments (excluding short- | ||||||
term securities) were $36,480,000 and $0, respectively. | ||||||
NOTE 7 - NEW ACCOUNTING PRONOUNCEMENTS | ||||||
Effective September 30, 2007, the Master Fund adopted Financial Accounting Standards Board (FASB) | ||||||
Interpretation No. 48 (FIN 48), “Accounting for Uncertainty in Income Taxes”. FIN 48 requires the | ||||||
evaluation of tax positions taken on previously filed tax returns or expected to be taken on future returns. | ||||||
These positions must meet a “more likely than not” standard that, based on the technical merits, have | ||||||
a more than fifty percent likelihood of being sustained upon examination. In evaluating whether a tax | ||||||
position has met the recognition threshold, the Master Fund must presume that the position will be | ||||||
examined by the appropriate taxing authority that has full knowledge of all relevant information. Tax | ||||||
positions not deemed to meet the “more-likely-than-not” threshold are recorded as a tax expense in | ||||||
the current year. | ||||||
FIN 48 requires the Fund to analyze all open tax years, as defined by the Statute of Limitations, for all | ||||||
major jurisdictions. Open tax years are those that are open for exam by taxing authorities. Major | ||||||
jurisdictions for the Master Fund include Federal and the state of New York. | ||||||
The Master Fund has reviewed the current tax year and major jurisdictions and concluded that the adoption | ||||||
of FIN 48 resulted in no effect to the Fund’s financial position or results of operations. There is no tax | ||||||
liability resulting from unrecognized tax benefits relating to uncertain income tax positions taken or | ||||||
expected to be taken on the tax return for the fiscal year-end March 31, 2008. The Master Fund is also not | ||||||
aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax | ||||||
benefits will significantly change in the next twelve months. |
ROCHDALE CORE ALTERNATIVE STRATEGIES MASTER FUND LLC
NOTES TO FINANCIAL STATEMENTS | ||||||
FOR THE PERIOD ENDED SEPTEMBER 30, 2007 (Unaudited), Continued | ||||||
In September 2006, FASB issued Statement on Financial Accounting Standards (SFAS) No. 157, "Fair Value | ||||||
Measurements." This standard establishes a single authoritative definition of fair value, sets out a framework | ||||||
measuring fair value and requires additional disclosures about fair value measurements. SFAS No. 157 applies | ||||||
to fair value measurements already required or permitted by existing standards. SFAS No. 157 is effective for | ||||||
financial statements issued for fiscal years beginning after November 15, 2007 and interim periods within those | ||||||
fiscal years. The changes to current generally accepted accounting principles from the application of this | ||||||
Statement relate to the definition of fair value, the methods used to measure fair value, and the expanded | ||||||
disclosures about fair value measurements. As of September 30, 2007, the Master Fund does not believe the | ||||||
adoption of SFAS No. 157 will impact the amounts reported in the financial statements, however, additional | ||||||
disclosures may be required about the inputs used to develop the measurements and the effect of certain of | ||||||
the measurements reported on the statement of changes in net assets for a fiscal period. |
ROCHDALE CORE ALTERNATIVE STRATEGIES MASTER FUND LLC
LIQUIDITY OF INVESTMENTS | ||
SEPTEMBER 30, 2007 (Unaudited) | ||
The Investment Funds provide for periodic redemptions ranging from monthly to annually with lock up | ||
provisions of up to one year from initial investment. | ||
INVESTMENT FUNDS | LIQUIDITY | |
ARCIM Commodity Partners, LP | Quarterly | |
Auriel Global Macro Fund LP | Monthly | |
Bennelong Asia Pacific Multi Strategy Equity Fund, LP | Monthly | |
Brencourt Multi Strategy Arbitrage, LP | Quarterly | |
Brigade Leveraged Capital Structures Fund LP | Quarterly | |
Castlerigg Partners | Quarterly | |
Caxton Global Investments | Annual | |
Clovis Capital Partners Institutional, LP | Quarterly | |
Frontpoint Offshore Utility and Energy Fund, LP | Quarterly | |
Galleon Diversified Fund Ltd. | Quarterly | |
Golden Tree Partners LP | Quarterly | |
Grinham Diversified Fund | Monthly | |
Hunter Global Investors Fund I LP | Quarterly | |
King Street Capital LP | Quarterly | |
Loch Capital Fund I, LP | Quarterly | |
Loomis-Sayles Consumer Discretionary Hedge Fund, LP | Monthly | |
Mako Europe Fund LP | Monthly | |
Menta Global, LP | Monthly | |
PHZ Long/Short Equity Fund LLC | Monthly | |
Polygon Global Opportunities Fund, LP | Semi Annual | |
Satellite Fund II LP | Annual | |
(investment anniversary date) | ||
SLS Investors, LP | Quarterly | |
Stark Investments, LP | Annual | |
Sunrise Commodities Fund | Monthly | |
SuttonBrook Capital Partners, LP | Quarterly | |
The Tantallon Fund, LP | Monthly | |
ROCHDALE CORE ALTERNATIVE STRATEGIES MASTER FUND LLC
APPROVAL OF INVESTMENT ADVISORY AND SUB-ADVISORY AGREEMENTS | ||
At the organizational meeting held on December 13, 2006, the Directors of the Master Fund, including all of the | ||
Directors who are not "interested persons" (as such term is defined in Section 2(a)(19) of the 1940 Act), met in | ||
person and voted to approve the investment advisory agreement and sub-advisory agreements. | ||
In the course of their review, the Directors with the assistance of independent counsel, considered their legal | ||
responsibilities that attach to that process under the Investment Company Act and state law. The Independent | ||
Directors considered the terms of these agreements, including the structure of the compensation arrangements | ||
contemplated, and the resources and experience of the proposed counterparties (i.e., Rochdale Investment | ||
Management, LLC (the "Adviser") and AIG Global Investment Corp. (the "Sub-Adviser) and the individuals | ||
at those organizations dedicated to the business of the Company. In doing so, the Independent Directors | ||
compared competitive prices for comparable services, reviewing fee information for a variety of investment funds | ||
similar in structure to the Company. | ||
Among other things, the Independent Directors determined that the advisory and sub-advisory fees - and overall | ||
Company expense ratio (especially when the proposed fee cap was considered) - were competitive to, and within | ||
the range of, those for similar funds. The Independent Directors commented, though, on the relatively small | ||
universe of registered funds of hedge funds and on the still maturing nature of that industry. The Independent | ||
Directors also noted that AIG Global Investment Corp. charges a different fee in connection with an AIG- | ||
sponsored registered fund of funds. It was noted that the base management fee for that AIG fund was lower | ||
than that for the Company and that the performance fee also was lower (but did not have the preferential hurdle | ||
rate proposed for the Company's performance fee). As explanation for those differences, differences in the | ||
overall level of advisory services between the Company and that AIG fund were discussed, as was the different | ||
investor audience. The potential for economies of scale implicit in these fees was noted, but it was viewed as too | ||
early in the Company's existence to consider that matter in detail. Regarding the experience and resources of the | ||
proposed adviser and sub-adviser, the familiarity of the Independent Directors with the Rochdale organization was | ||
noted. Also noted was the favorable long-term investment track record obtained by AIG Global Investment Corp. | ||
ADDITIONAL INFORMATION | ||
Portfolio Holdings Disclosure | ||
The Master Fund will file its complete schedule of portfolio holdings with the SEC for the first and third | ||
quarters of each fiscal year on Form N-Q. The Master Fund's Forms N-Q will be available on the SEC's | ||
website at www.sec.gov, and may also be reviewed and copied at the SEC's Public Reference Room in | ||
Washington, DC. Information on the operation of the Public Reference Room may be obtained by calling | ||
1-800-732-0330. | ||
Proxy Voting Policies and Procedures | ||
A description of the policies and procedures that the Master Fund uses to determine how to vote proxies relating | ||
to portfolio securities, as well as information relating to how the Fund voted proxies relating to portfolio securities | ||
during the most recent 12-month period ended June 30, will be available (i) without charge, upon request, by calling | ||
1-800-245-9888; and (ii) on the SEC's website at www.sec.gov. | ||
INVESTMENT MANAGER | |||||||||
Rochdale Investment Management LLC | |||||||||
570 Lexington Avenue | |||||||||
New York, New York 10022-6837 | |||||||||
SUB-ADVISER | |||||||||
AIG Global Investment Corp. | |||||||||
70 Pine Street | |||||||||
New York, New York 10270 | |||||||||
DISTRIBUTOR | |||||||||
RIM Securities LLC | |||||||||
570 Lexington Avenue | |||||||||
New York, New York 10022-6837 | |||||||||
CUSTODIAN | |||||||||
U.S. Bank, N.A. | |||||||||
Custody Operations | |||||||||
1555 N. RiverCenter Dr., Suite 302 | |||||||||
Milwaukee, WI 53212 | |||||||||
ADMINISTRATOR | |||||||||
U.S. Bancorp Fund Services | |||||||||
P.O. Box 701 | |||||||||
Milwaukee, WI 53201-0701 | |||||||||
LEGAL COUNSEL | |||||||||
Kleinberg, Kaplan, Wolff & Cohen, P.C. | |||||||||
551 Fifth Avenue, 18th Floor | |||||||||
New York, New York 10176 | |||||||||
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | |||||||||
Deloitte & Touche | |||||||||
111 S. Wacker Drive | |||||||||
Chicago, IL 60606-4301 | |||||||||
Item 2. Code of Ethics.
Not applicable for semi-annual reports.
Item 3. Audit Committee Financial Expert.
Not applicable for semi-annual reports.
Item 4. Principal Accountant Fees and Services.
Not applicable for semi-annual reports.
Item 5. Audit Committee of Listed Registrants.
Not applicable to registrants who are not listed issuers (as defined in Rule 10A-3 under the Securities Exchange Act of 1934).
Item 6. Schedule of Investments.
Schedule of Investments is included as part of the report to shareholders filed under Item 1 of this Form.
Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.
Not applicable.
Item 8. Portfolio Managers of Closed-End Management Investment Companies.
Not applicable.
Item 9. Purchases 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.
The registrant’s nominating committee charter does not contain any procedures by which shareholders may recommend nominees to the registrant’s board of directors.
Item 11. Controls and Procedures.
(a) | The registrant’s President/Chief Executive Officer and Treasurer/Chief Financial Officer have reviewed the registrant's disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940 (the “Act”)) as of a date within 90 days of the filing of this report, as required by Rule 30a-3(b) under the Act and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934. Based on their review, such officers have concluded that the disclosure controls and procedures are effective in ensuring that information required to be disclosed in this report is appropriately recorded, processed, summarized and reported and made known to them by others within the registrant and by the registrant’s service provider. |
(b) | There were no changes in the registrant's internal control over financial reporting (as defined in Rule 30a-3(d) under the Act) that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting. |
Item 12. Exhibits.
(a) | (1) Any code of ethics or amendment thereto, that is subject of the disclosure required by Item 2, to the extent that the registrant intends to satisfy Item 2 requirements through filing an exhibit. Not Applicable |
(2) Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Filed herewith.
(3) Any written solicitation to purchase securities under Rule 23c-1 under the Act sent or given during the period covered by the report by or on behalf of the registrant to 10 or more persons. Not applicable during the period.
(b) | Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 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.
(Registrant) Rochdale Core Alternative Strategies Fund LLC
By (Signature and Title) /s/ Garrett R. D’Alessandro
Garrett R. D’Alessandro, President
Date 12/06/07
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 (Signature and Title) /s/ Garrett R. D’Alessandro
Garrett R. D’Alessandro, President
Date 12/06/07
By (Signature and Title) /s/ Edmund Towers
Edmund Towers, Treasurer
Date 12/06/07