As filed with the Securities and Exchange Commission on June 9, 2008
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 TEI 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: March 31, 2008
Item 1. Report to Stockholders.
Rochdale Core Alternative Strategies
Fund TEI LLC and Subsidiary
Consolidated Financial Statements
March 31, 2008
Independent Auditors’ Report
The Members and
Board of Directors of
Rochdale Core Alternative Strategies
Fund TEI LLC
We have audited the accompanying consolidated statement of assets, liabilities and members’ capital of Rochdale Core Alternative Strategies Fund TEI LLC and subsidiary (the “Fund”), as of March 31, 2008, and the related consolidated statements of operations, changes in members’ capital, cash flows and the financial highlights for the period from July 1, 2007 (Commencement of Operations) to March 31, 2008. These financial statements and financial highlights are the responsibility of the Fund’s Manager. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audit.
We conducted our audit in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
As more fully described in the notes to the consolidated financial statements, the Fund invests substantially all of its assets in Rochdale Core Alternative Strategies Master Fund LLC (the “Master Fund),” The audited financial statements of the Master Fund are attached and are an integral part of the Fund’s financial statements.
In our opinion, the consolidated financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of the Fund as of March 31, 2008 and the results of its operations, changes in its members’ capital, cash flows, and its financial highlights for the period ended from July 1, 2007 (Commencement of Operations) to March 31, 2008, in conformity with accounting principles generally accepted in the United States of America.
New York, New York
May 27, 2008
Rochdale Core Alternative Strategies Fund TEI LLC and Subsidiary
Financial Statements
March 31, 2008
TABLE OF CONTENTS | |
Rochdale Core Alternative Strategies TEI LLC | Page |
Independent Auditors’ Report | |
Consolidated Financial Statements | |
Statement of Assets, Liabilities and Members’ Capital | 2 |
Statement of Operations | 3 |
Statement of Changes in Members’ Capital | 4 |
Statement of Cash Flows | 5 |
Notes to Financial Statements | 6-11 |
Financial Highlights | 12 |
Rochdale Core Alternative Strategies Master Fund LLC | Page |
Independent Auditors’ Report | |
Financial Statements | |
Statement of Assets, Liabilities and Members’ Capital | 2 |
Statement of Operations | 3 |
Statement of Changes in Members’ Capital | 4 |
Statement of Cash Flows | 5 |
Schedule of Investments | 6 |
Notes to Financial Statements | 7-13 |
Financial Highlights | 14 |
Rochdale Core Alternative Strategies Fund TEI LLC and Subsidiary
Consolidated Statement of Assets, Liabilities and Members’ Capital
March 31, 2008
ASSETS | ||||
Investment in Rochdale Core Alternative Strategies Master Fund LLC | $ | 30,641,601 | ||
Fund investments made in advance | 1,347,000 | |||
Prepaid expenses | 37,871 | |||
Total Assets | 32,026,472 | |||
LIABILITIES AND MEMBERS’ CAPITAL | ||||
Liabilities | ||||
Payable to Adviser | 55,613 | |||
Contributions received in advance | 1,347,000 | |||
Professional fees payable | 29,653 | |||
Investor servicing fee payable | 18,635 | |||
Accrued expenses and other liabilities | 2,676 | |||
Total Liabilities | 1,453,577 | |||
Total Members’ Capital | $ | 30,572,895 | ||
See notes to consolidated financial statements
2
Rochdale Core Alternative Strategies Fund TEI LLC and Subsidiary
Statement of Operations
Period From July 1, 2007 (Commencement of Operations)
to March 31, 2008
NET INVESTMENT LOSS ALLOCATED FROM | ||||
ROCHDALE CORE ALTERNATIVE STRATEGIES | ||||
MASTER FUND LLC | ||||
Interest income | $ | 59,182 | ||
Expenses | (383,292 | ) | ||
Net Investment Loss Allocated | (324,110 | ) | ||
INVESTMENT INCOME | ||||
Interest income | 32,532 | |||
OPERATING EXPENSES | ||||
Administration fees | 10,062 | |||
Registration fees | 54,468 | |||
Professional fees | 43,818 | |||
Investor servicing fees | 51,121 | |||
Offering costs | 29,842 | |||
Custody fees | 900 | |||
Other expenses | 1,612 | |||
Total Operating Expenses | 191,823 | |||
Less expenses waived and reimbursed | (115,026 | ) | ||
Net Operating Expenses | 76,797 | |||
Net Investment Loss | (368,375 | ) | ||
NET REALIZED AND UNREALIZED LOSS ON INVESTMENTS | ||||
ALLOCATED FROM ROCHDALE CORE ALTERNATIVE STRATEGIES | ||||
MASTER FUND LLC | ||||
Net realized loss on investments | (53,992 | ) | ||
Net change in unrealized depreciation on investments | (997,908 | ) | ||
Net Realized and Unrealized Loss on Investments | (1,051,900 | ) | ||
Net Decrease in Members’ Capital Resulting From Operations | $ | (1,420,275 | ) | |
See notes to consolidated financial statements
3
Rochdale Core Alternative Strategies Fund TEI LLC and Subsidiary
Consolidated Statement of Changes in Members’ Capital
Period From July 1, 2007 (Commencement of Operations)
to March 31, 2008
FROM OPERATIONS | ||||
Net investment loss | $ | (368,375 | ) | |
Net realized loss on investments | (53,992 | ) | ||
Net change in unrealized depreciation on investments | (997,908 | ) | ||
Net Decrease in Members’ Capital Resulting From Operations | (1,420,275 | ) | ||
INCREASE FROM TRANSACTIONS IN MEMBERS’ CAPITAL | ||||
Proceeds from sales of members’ interests | 31,893,170 | |||
Total Increase in Members’ Capital | 30,472,895 | |||
Balance at beginning of period | 100,000 | |||
Balance at end of period | $ | 30,572,895 |
See notes to consolidated financial statements
4
Rochdale Core Alternative Strategies Fund TEI LLC and Subsidiary
Consolidated Statement of Cash Flows
Period From July 1, 2007 (Commencement of Operations)
to March 31, 2008
CASH FLOWS FROM OPERATING ACTIVITIES | ||||
Net decrease in members’ capital resulting from operations | $ | (1,420,275 | ) | |
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 | 997,908 | |||
Realized loss on investments | 53,992 | |||
Purchases of investments in Master Fund | (31,893,170 | ) | ||
Net investment loss allocated from Master Fund | 324,110 | |||
Interest income received by the Master Fund | (32,532 | ) | ||
Expenses paid by the Master Fund | 8,091 | |||
Changes in operating assets and liabilities | ||||
Increase in fund investments made in advance | (1,347,000 | ) | ||
Increase in investor servicing payable | 18,635 | |||
Increase in prepaid expenses | (37,871 | ) | ||
Decrease in receivable from Adviser | 22,218 | |||
Decrease in deferred offering costs | 29,051 | |||
Increase in payable to Adviser | 55,613 | |||
Increase in contributions received in advance | 1,347,000 | |||
Increase in professional fees payable | 29,653 | |||
Increase in accrued expenses and other liabilities | 2,676 | |||
Decrease in organizational costs payable | (22,218 | ) | ||
Decrease in offering costs payable | (29,051 | ) | ||
Net Cash Used in Operating Activities | (31,893,170 | ) | ||
CASH FLOWS FROM FINANCING ACTIVITIES | ||||
Capital contributions | 31,893,170 | |||
Net Cash Provided by Financing Activities | 31,893,170 | |||
Net Change in Cash and Cash Equivalents | - | |||
CASH AND CASH EQUIVALENTS | ||||
Balance at beginning of period | - | |||
Balance at end of period | $ | - | ||
See notes to consolidated financial statements
5
Rochdale Core Alternative Strategies Fund TEI LLC and Subsidiary
Notes to Consolidated Financial Statements
1. Organization
Rochdale Core Alternative Strategies Fund TEI LLC (the “TEI Fund”) and its subsidiary, Rochdale Core Alternative Strategies Fund (Cayman) LDC (the “Offshore Fund”) together constitute the “Fund”. The TEI Fund is a Delaware limited liability company registered under the Investment Company Act of 1940, as amended, as a closed-end management investment company. The TEI 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 TEI Fund net asset value that is 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 TEI Fund commenced investment operations on July 1, 2007.
The TEI Fund invests substantially all of its investable assets in Rochdale Core Alternative Strategies Fund (Cayman) LDC (the “Offshore Fund”), a Cayman Islands limited duration company with the same investment objective as the TEI Fund. The Offshore Fund in turn invests 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 Offshore Fund and the TEI Fund. The Offshore Fund serves solely as an intermediate entity through which the TEI Fund invests in the Master Fund. The Offshore Fund makes no independent investment decisions and has no investment or other discretion over the investible assets. Rochdale Investment Management LLC (the “Manager”, “Adviser” or “Rochdale”) is the investment adviser to the Master Fund. The Manager is also the adviser to Rochdale Core Strategies Fund, LLC, which also invests all of its investable assets with the Master Fund. The Manager delegates 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 TEI Fund’s financial statements. At March 31, 2008, the TEI Fund’s beneficial ownership the Master Fund’s net assets was 62.60%.
The TEI Fund reserves the right to reject any subscriptions for Interests in the TEI Fund. Generally, initial and additional subscriptions for investment (or "Member Interests") in the TEI Fund by eligible members may be accepted at such times as the TEI Fund may determine. Each member must be a qualified investor and subscribe for a minimum initial investment in the TEI Fund of $25,000. Additional investments in the Fund must be made in a minimum amount of $10,000. Brokers selling the TEI Fund may establish higher minimum investment requirements than the TEI Fund. The TEI Fund from time to time may offer to repurchase member interests in the Fund at such times and on such terms as may be determined by the TEI Fund’s Board in its complete and absolute discretion. TEI Fund interests must be held for 12 months to be eligible for repurchase on a semi-annual basis.
6
Rochdale Core Alternative Strategies Fund TEI LLC and Subsidiary
Notes to Consolidated Financial Statements
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.
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 TEI Fund’s assets. All investments owned are carried at fair value which is the portion of the net asset value of the Master Fund held by the Fund. 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 an intergral part of these financial statements.
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 March 31, 2008, 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.
Income Recognition and Security Transactions.
Interest income is recorded on an accrual basis. Investments are recorded on the effective date of the subscription in the Master Fund. The Fund, as an investor in the Master fund, recognizes its share of the income, realized and unrealized gains and losses of the Master Fund.
7
Rochdale Core Alternative Strategies Fund TEI LLC and Subsidiary
Notes to Consolidated Financial Statements
2. Significant Accounting Policies (continued)
Organization Expenses
Expenses incurred by the TEI 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. All reimbursements are recorded by the Fund through an allocation from the Master Fund. 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.
Fund Expenses
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, as an investor in the Master Fund, recognizes its share of the fees and expenses of the Master Fund.
Income Taxes
The Fund’s tax year end is December 31st. The Fund intends to be treated as a partnership for Federal income tax purposes, whereby each member of the Fund 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.
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.
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 December 31, 2007. 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 during the year ending December 31, 2008.
8
Rochdale Core Alternative Strategies Fund TEI LLC and Subsidiary
Notes to Consolidated Financial Statements
2. Significant Accounting Policies (continued)
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.
Deferred Offering Costs
Offering Costs will be charged to members’ capital in proportion to the value of respective member interests sold during the offering period.
Capital Accounts
The initial seeding of the Fund occurred on January 30, 2007. The financial statements presented “Net Asset Value per Unit” amounts to reflect the seed money contributed. At July 1, 2007, the Commencement of Operations, the Fund revised the presentation to show only the total balances of membership interests for all members (“Members’ Interests”). 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 percentage in 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 each month, 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 TEI Fund, other than in accordance with the each members’ respective investment percentage.
Prior to the end of each quarter and year end, the Fund receives member contributions with an effective subscription date of first day of the following month. These contributions are held by the Master Fund and have an effective investment date of first day of the following month. The Master Fund, in turn, makes contributions to certain Investment Funds, which have effective subscription dates of first day of the following month. These amounts are reported as “Contributions received in advance” and “Investments made in advance”, respectively.
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.
9
Rochdale Core Alternative Strategies Fund TEI LLC and Subsidiary
Notes to Consolidated Financial Statements
2. Significant Accounting Policies (continued)
Consolidation
The financial statements of the Fund includes the Offshore Fund, its wholly owned subsidiary. All intercompany transactions have been eliminated in consolidation.
3. Commitments and Other Related Party Transactions
The Manager has contractually agreed to waive and/or reimburse the expenses of the Fund and the Master Fund, 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. The Fund will make no such payment, however, if its total annual operating expenses exceed the expense limits in effect at the time the expenses are to be reimbursed or at the time these payments are proposed. For the period ended March 31, 2008, the Manager waived $122,293 of fees and expenses, which may be recouped by the Manager no later than March 31, 2011, see note 4.
4. Investor Servicing Fees
The TEI 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 TEI 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 interests held by investors that receive services from the Investment Service Provider, determined as of the last day of the calendar month (before any repurchase of member interests); or (ii) the Distributor’s actual payments to the Investment Service Provider.
5. Concentration and Liquidity Risks
The Master Fund invests primarily in Alternative Investment Funds that are illiquid securities and not registered under the 1940 Act. Such Alternative Investment Funds invest in actively traded securities, illiquid securities, derivatives and other financial instruments using several investment strategies and investment techniques, including leverage, which may involve significant risks. The Master Fund’s concentration and liquidity risks are discussed in the notes to the Master Fund’s financial statements which are attached elsewhere in this report and are an integral part of these financial statements.
10
Rochdale Core Alternative Strategies Fund TEI LLC and Subsidiary
Notes to Consolidated Financial Statements
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 derivatives and 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 which are attached elsewhere in this report and are an integral part of these financial statements.
7. Investment Transactions
For the period July 1, 2007 to March 31, 2008, the TEI Fund’s assets were invested in the Master Fund and aggregate purchases of $31,893,170 of the Master Fund. There were no sales.
11
Rochdale Core Alternative Strategies Fund TEI LLC and Subsidiary
Financial Highlights
Period From July 1, 2007 (Commencement of Operations)
to March 31, 2008
Total Return before incentive fee | (5.11 | ) % | ||
Incentive fee | 0.00 | % | ||
Total Return after incentive fee | (5.11 | ) % | ||
RATIOS/SUPPLEMENTAL DATA | ||||
Net Assets, end of period (000’s) | $ | 30,573 | ||
Portfolio Turnover | 1.39 | % | ||
RATIO OF NET INVESTMENT LOSS TO AVERAGE NET ASSETS | ||||
Net investment loss, before waivers and reimbursements | (2.36 | ) % | ||
Net investment loss, after waivers and reimbursements | (1.80 | ) % | ||
RATIO OF EXPENSES TO AVERAGE NET ASSETS, BEFORE | ||||
INCENTIVE FEE | ||||
Operating expenses, before waivers and reimbursements | 2.81 | % | ||
Operating expenses, after waivers and reimbursements | 2.25 | % | ||
RATIO OF EXPENSES TO AVERAGE NET ASSETS, NET OF WAIVERS | ||||
AND REIMBURSEMENTS AFTER INCENTIVE FEE | ||||
Operating expenses, after waivers and reimbursements | 2.25 | % | ||
Incentive fee | 0.00 | % | ||
Total Operating expenses, after waivers and reimbursements, after incentive fee | 2.25 | % | ||
The Fund commenced investment operations on July 1, 2007. Total return is calculated for all members taken as a whole and an individual member’s return may vary from these Fund 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 March 31, 2008. Total return before and after incentive fee are not annualized.
Portfolio turnover represents the Master Fund’s portfolio turnover for the period from July 1, 2007 to March 31, 2008. The Ratio of assets to average net assets is annualized. The ratio of expenses to average net assets 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 an individual member’s capital may vary from these ratios based on the timing of capital transactions.
See independent auditors’ report
12
Rochdale Core Alternative Strategies
Master Fund LLC
Financial Statements
March 31, 2008
Independent Auditors' Report
The Members and
Board of Directors of
Rochdale Core Alternative Strategies
Master Fund LLC
We have audited the accompanying statement of assets, liabilities and members' capital of Rochdale Core Alternative Strategies Master Fund LLC (the “Fund”), including the schedule of investments, as of March 31, 2008, and the related statements of operations, changes in members' capital, cash flows, and the financial highlights for the period from July 1, 2007 (Commencement of Operations) to March 31, 2008. These financial statements and financial highlights are the responsibility of the Fund's Management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audit.
We conducted our audit in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of cash and investments as of March 31, 2008, by correspondence with the custodian and investment managers, respectively, or by other appropriate auditing procedures where replies from investment managers were not received.
In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of the Fund as of March 31, 2008 and the results of its operations and changes in its members’ capital, its cash flows, and its financial highlights for the period from July 1, 2007 (Commencement of Operations) to March 31, 2008, in conformity with accounting principles generally accepted in the United States of America.
New York, New York
May 27, 2008
Rochdale Core Alternative Strategies
Master Fund LLC
Financial Statements
March 31, 2008
TABLE OF CONTENTS | |
Independent Auditors' Report | Page |
Financial Statements | |
Statement of Assets, Liabilities and Members' Capital | 2 |
Statement of Operations | 3 |
Statement of Changes in Members' Capital | 4 |
Statement of Cash Flows | 5 |
Schedule of Investments | 6 |
Notes to Financial Statements | 7-13 |
Financial Highlights | 14 |
Rochdale Core Alternative Strategies Master Fund LLC
Statement of Assets, Liabilities and Members' Capital
March 31, 2008
ASSETS | ||||
Investments, at fair value (cost $47,643,770) | $ | 46,105,306 | ||
Cash | 976,972 | |||
Interest receivable | 5,918 | |||
Fund investments made in advance | 4,000,000 | |||
Total Assets | 51,088,196 | |||
LIABILITIES AND MEMBERS' CAPITAL | ||||
Liabilities | ||||
Management fees payable | 100,984 | |||
Contributions received in advance | 1,929,522 | |||
Accrued professional fees payable | 68,889 | |||
Accrued expenses and other liabilities | 40,839 | |||
Total Liabilities | 2,140,234 | |||
Total Members' Capital | $ | 48,947,962 | ||
See notes to financial statements
2
Rochdale Core Alternative Strategies Master Fund LLC
Statement of Operations
Period From July 1, 2007 (Commencement of Operations)
to March 31, 2008
INVESTMENT INCOME | ||||
Interest income | $ | 91,610 | ||
EXPENSES | ||||
Management fees | 399,895 | |||
Professional fees | 77,045 | |||
Administration fees | 84,549 | |||
Directors' fees | 24,249 | |||
Custody fees | 4,625 | |||
Other expenses | 4,563 | |||
Total Expenses | 594,926 | |||
Net Investment Loss | (503,316 | ) | ||
REALIZED AND UNREALIZED LOSS | ||||
ON INVESTMENTS | ||||
Net realized loss from investment transactions | (86,230 | ) | ||
Net change in unrealized depreciation of investments | (1,538,464 | ) | ||
Net Realized and Unrealized Loss from Investments | (1,624,694 | ) | ||
Net Decrease in Members' Capital Resulting from Operations | $ | (2,128,010 | ) | |
See notes to financial statements
3
Rochdale Core Alternative Strategies Master Fund LLC
Statement of Changes in Members' Capital
Period From July 1, 2007 (Commencement of Operations)
to March 31, 2008
FROM OPERATIONS | ||||
Net investment loss | $ | (503,316 | ) | |
Net realized loss on investments | (86,230 | ) | ||
Net change in unrealized depreciation on investments | (1,538,464 | ) | ||
Net Decrease in Members' Capital Resulting From Operations | (2,128,010 | ) | ||
INCREASE FROM TRANSACTIONS IN MEMBERS' CAPITAL | ||||
Proceeds from sales of members' interests | 50,875,972 | |||
Total Increase in Members' Capital | 48,747,962 | |||
Balance at beginning of period | 200,000 | |||
Balance at end of period | $ | 48,947,962 |
See notes to financial statements
4
Rochdale Core Alternative Strategies Master Fund LLC
Statement of Cash Flows
Period From July 1, 2007 (Commencement of Operations)
to March 31, 2008
CASH FLOW FROM OPERATING ACTIVITIES | ||||
Net decrease in members' capital resulting from operations | $ | (2,128,010 | ) | |
Adjustments to reconcile net decrease in members' capital | ||||
resulting from operations to net cash used in operating activities | ||||
Purchases of investments | (48,230,000 | ) | ||
Sales of investments | 500,000 | |||
Net change in unrealized depreciation on investments | 1,538,464 | |||
Net realized loss from investments | 86,230 | |||
Change in Operating Assets and Liabilities | ||||
Increase in fund investments made in advance | (4,000,000 | ) | ||
Increase in interest receivable | (5,918 | ) | ||
Decrease in receivable from Adviser | 12,292 | |||
Decrease in deferred offering costs | 7,541 | |||
Increase in management fees payable | 100,984 | |||
Increase in contributions received in advance | 1,929,522 | |||
Increase in professional fees payable | 68,889 | |||
Increase in accrued expense and other liabilities | 40,839 | |||
Decrease in organizational costs payable | (12,292 | ) | ||
Decrease in offering costs payable | (7,541 | ) | ||
Net Cash Used in Operating Activities | (50,099,000 | ) | ||
CASH FLOWS FROM FINANCING ACTIVITIES | ||||
Capital contributions | 50,875,972 | |||
Net Cash Provided by Financing Activities | 50,875,972 | |||
Net Change in Cash and Cash Equivalents | 776,972 | |||
CASH AND CASH EQUIVALENTS | ||||
Beginning of period | 200,000 | |||
End of period | $ | 976,972 |
See notes to financial statements
5
Rochdale Core Alternative Strategies Master Fund LLC
Schedule of Investments
March 31, 2008
Percentage of | Redemptions | ||||||||||||
Investment Funds: | Members' Capital | Cost | Fair Value | Permitted | |||||||||
Equity (Long/Short): | |||||||||||||
AlphaGen RhoCas Fund Ltd. | 2.63 | $ | 1,500,000 | $ | 1,288,940 | Monthly | |||||||
Clovis Capital Partners Insitutional, L.P. | 4.24 | 2,075,000 | 2,074,233 | Quarterly | |||||||||
Galleon Diversified Fund, Ltd. | 3.82 | 1,825,000 | 1,869,881 | Quarterly | |||||||||
Hunter Global Investors Fund I, L.P. | 4.23 | 2,075,000 | 2,069,203 | Quarterly | |||||||||
Loch Capital Fund I LP | 2.91 | 1,360,000 | 1,424,298 | Quarterly | |||||||||
Mako Europe Fund LP | 1.97 | 1,238,770 | 964,143 | Monthly | |||||||||
SLS Investors, L.P. | 3.20 | 1,825,000 | 1,568,133 | Quarterly | |||||||||
Tantallon Fund, L.P. | 2.74 | 1,360,000 | 1,339,109 | Monthly | |||||||||
25.74 | 13,258,770 | 12,597,940 | |||||||||||
Event Driven: | |||||||||||||
Bennelong Asia Pacific Multi Strategy Equity Fund, LP | 3.14 | 1,400,000 | 1,537,935 | Monthly | |||||||||
Brencourt Multi-Strategy, L.P. | 4.00 | 2,225,000 | 1,959,159 | Quarterly | |||||||||
Brigade Leveraged Capital Structures Fund LP | 4.79 | 2,300,000 | 2,343,776 | Quarterly | |||||||||
Castlerigg Partners LP | 4.28 | 2,225,000 | 2,094,760 | Quarterly | |||||||||
GoldenTree High Yield Partners, LP | 4.09 | 2,150,000 | 2,001,016 | Quarterly | |||||||||
King Street Capital, L.P. | 5.42 | 2,475,000 | 2,655,137 | Quarterly | |||||||||
Satellite Fund II, L.P. | 3.84 | 2,050,000 | 1,877,411 | Annual | |||||||||
29.56 | 14,825,000 | 14,469,194 | |||||||||||
Macro: | |||||||||||||
ARCIM Commodity Fund, LP | 1.60 | 750,000 | 783,426 | Quarterly | |||||||||
Auriel Global Macro Fund L.P. | 1.31 | 750,000 | 643,532 | Monthly | |||||||||
Camcap Resources LP | 1.51 | 750,000 | 739,001 | Quarterly | |||||||||
Caxton Global Investments (USA) LLC | 2.89 | 1,400,000 | 1,413,725 | Annual | |||||||||
Dynamic Domestic Fund, LP | 1.06 | 500,000 | 519,938 | Monthly | |||||||||
Episode, L.P. | 1.98 | 1,000,000 | 967,855 | Monthly | |||||||||
Grinham Diversified Fund (US) LP | 1.23 | 500,000 | 603,805 | Monthly | |||||||||
Sunrise Commodities Fund LP | 2.65 | 1,110,000 | 1,296,781 | Monthly | |||||||||
14.23 | 6,760,000 | 6,968,063 | |||||||||||
Controlled Risk/Relative Value | |||||||||||||
FrontPoint Utility and Energy Fund, L.P. | 2.63 | 1,250,000 | 1,286,382 | Quarterly | |||||||||
Ionic Capital LLC | 4.25 | 2,000,000 | 2,082,151 | Quarterly | |||||||||
Loomis Sayles Consumer Discretionary Hedge Fund, L.P. | 2.73 | 1,350,000 | 1,335,773 | Monthly | |||||||||
Menta Global, LP | 1.39 | 750,000 | 678,857 | Monthly | |||||||||
PHZ Long/Short Equity Fund LLC | 1.58 | 750,000 | 774,950 | Monthly | |||||||||
Polygon Global Opportunities Fund LP | 3.80 | 2,200,000 | 1,862,451 | Semi Annual | |||||||||
Stark Investments Limited Partnership | 3.93 | 2,050,000 | 1,921,372 | Annual | |||||||||
Suttonbrook Capital Partners LP | 4.35 | 2,450,000 | 2,128,173 | Quarterly | |||||||||
24.66 | 12,800,000 | 12,070,109 | |||||||||||
Total Investments | 94.19 | $ | 47,643,770 | $ | 46,105,306 |
Redemption restrictions exist for Investment Funds whereby the Investment Managers may suspend redemption either in their sole discretion or other factors. Such factors include the magnitude of redemptions requested, portfolio valuations issues or market conditions. Redemptions are currently restricted for Polygon Global Opportunities Fund.
See notes to financial statements
6
Rochdale Core Alternative Strategies
Master Fund LLC
Notes to Financial Statements
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. Interests 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”, "Adviser" or “Rochdale”) is the investment adviser to the Master Fund. The Manager delegates 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" or "Investment 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.
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 net asset value that is 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. Fund investments generally fall within the following broadly defined investment fund strategies: equity, event driven, macro and controlled risk/relative value.
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.
7
Rochdale Core Alternative Strategies
Master Fund LLC
Notes to Financial Statements
2. Significant Accounting Policies (continued)
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 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 at fair value. In accordance with these procedures, the fair value of investments, 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 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.
8
Rochdale Core Alternative Strategies
Master Fund LLC
Notes to Financial Statements
2. Significant Accounting Policies (continued)
Portfolio Valuation (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 March 31, 2008, 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 measurements reported on the statement of changes in net assets for a fiscal period.
Income Recognition and Security Transactions
Interest income is recorded on an accrual basis. Dividend income is recorded on the exdividend 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.
Organization Expenses
Expenses incurred by the Master Fund in connection with the organization were expensed as incurred.
Fund Expenses
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.
9
Rochdale Core Alternative Strategies
Master Fund LLC
Notes to Financial Statements
2. Significant Accounting Policies (continued)
Income Taxes
The Fund tax year end is December 31. 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.
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.
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 year-end December 31, 2007. 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 during the tax year ending December 31, 2007.
Deferred Offering Costs
Offering Costs will be charged to members’ capital in proportion to the respective value of member's interest sold during the offering period.
10
Rochdale Core Alternative Strategies
Master Fund LLC
Notes to Financial Statements
2. Significant Accounting Policies (continued)
Capital Accounts
The initial seeding of the Fund occurred on January 30, 2007. The financial statements presented "Net Asset Value per Unit" amounts to reflect the seed money contributed. At July 1, 2007, the Commencement of Operations, the Fund revised the presentation to show only the total balances of membership interests for all members ("Members' Interests"). 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.
Prior to the end of each quarter and year end, the Master Fund receives member contributions with an effective subscription date of first day of the following month. The Master Fund, in turn, makes contributions to certain Investment Funds, which have effective subscription dates of first day of the following month. These amounts are reported as "Contributions received in advance" and "Investments made in advance", respectively.
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.
3. Commitments and Other Related Party Transactions
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.
11
Rochdale Core Alternative Strategies
Master Fund LLC
Notes to Financial Statements
3. Commitments and Other Related Party Transactions (continued)
Management and Incentive Fees (continued)
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 member interests. 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 non-cumulative “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%.
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 for each feeder fund. 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 are to be reimbursed or at the time these payments are proposed.
12
Rochdale Core Alternative Strategies
Master Fund LLC
Notes to Financial Statements
4. Concentration and Liquidity Risks
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, as described below.
Redemption restrictions exist for Investment Funds whereby the Investment Managers may suspend redemption either in their sole discretion or other factors. Such factors include the magnitude of redemptions requested, portfolio valuations issues or market conditions. Redemptions are currently restricted for one Investment Funds.
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 offbalance 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.
6. Investment Transactions
For the period ended March 31, 2008, the aggregate purchases (excluding short-term securities) were $48,230,000 and sales of investments were $500,000.
13
Rochdale Core Alternative Strategies Master Fund LLC
Financial Highlights
Period From July 1, 2007 (Commencement of Operations)
to March 31, 2008
Total Return | (5.01 | ) % | ||
RATIOS/SUPPLEMENTAL DATA | ||||
Net Assets, end of period (000's) | $ | 48,948 | ||
Portfolio Turnover | 1.39 | % | ||
RATIO OF NET INVESTMENT LOSS TO AVERAGE NET ASSETS | (1.57 | ) % | ||
RATIO OF EXPENSES TO AVERAGE NET ASSETS | 1.86 | % |
The Fund was seeded on January 30, 2007 and commenced investment operations on July 1, 2007. Total return is calculated for all members taken as a whole and an individual member's return may vary from these Fund 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 March 31, 2008. Total return before and after incentive fee are not annualized.
Portfolio turnover represents the Fund's portfolio turnover for the period from July 1, 2007 to March 31, 2008. The Ratio of assets to average net assets is annualized. The ratio of expenses to average net assets 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 an individual member's capital may vary from these ratios based on the timing of capital transactions.
See independent auditors' report
14
Item 2. Code of Ethics.
The registrant has adopted a code of ethics that applies to the registrant’s principal executive officer and principal financial officer. The registrant has not made any amendments to its code of ethics during the period covered by this report. The registrant has not granted any waivers from any provisions of the code of ethics during the period covered by this report.
The registrant undertakes to provide to any person without charge, upon request, a copy of its code of ethics by mail when they call the registrant at 1-866-209-1967.
Item 3. Audit Committee Financial Expert.
The registrant’s board of directors has determined that there is at least one audit committee financial expert serving on its audit committee. Thomas J. Volpe is the “audit committee financial expert” and is considered to be “independent” as each term is defined in Item 3 of Form N-CSR.
Item 4. Principal Accountant Fees and Services.
The registrant has engaged its principal accountant to perform audit services and tax services during the past two fiscal years. “Audit services” refer to performing an audit of the registrant's annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years. “Audit-related services” refer to the assurance and related services by the principal accountant that are reasonably related to the performance of the audit. “Tax services” refer to professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning. The following table details the aggregate fees billed or expected to be billed for the last fiscal year for audit fees, audit-related fees, tax fees and other fees by the principal accountant.
FYE 3/31/2008 | FYE 3/31/2007 | |
Audit Fees | $13,320 | N/A |
Audit-Related Fees | $0 | N/A |
Tax Fees | $5,520 | N/A |
All Other Fees | $0 | N/A |
The audit committee has adopted pre-approval policies and procedures that require the audit committee to pre-approve all audit and non-audit services of the registrant, including services provided to any entity affiliated with the registrant. All of the principal accountant’s hours spent on auditing the registrant’s financial statements were attributed to work performed by full-time permanent employees of the principal accountant.
The following table indicates the non-audit fees billed or expected to be billed by the registrant’s accountant for services to the registrant and to the registrant’s investment adviser (and any other controlling entity, etc.—not sub-adviser) for the last two years. The audit committee of the board of directors has considered whether the provision of non-audit services that were rendered to the registrant's investment adviser is compatible with maintaining the principal accountant's independence and has concluded that the provision of such non-audit services by the accountant has not compromised the accountant’s independence.
Non-Audit Related Fees | FYE 3/31/2008 | FYE 3/31/2007 |
Registrant | $5,520 | N/A |
Registrant’s Investment Adviser | $0 | N/A |
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.
The following table provides information as of March 31, 2008:
Name | Title | Length of Service | Business Experience During Past 5 Years | Role of Portfolio Manager |
Carl Acebes | Chairman and Director | Dec ’06 – Present | Founder and Chief Investment Officer of Rochdale Investment Management LLC. Founder of Rochdale Securities Corporation and the Rochdale Corporation. | Heads the team of investment professionals and is intricately involved in the firms day to day investment management and research work. |
Garrett R. D’Alessandro | President and Secretary | Dec ’06 – Present | President, CEO and Director of Research of Rochdale Investment Management LLC. | Directs portfolio management strategies and investment research efforts and determines companies that satisfy the firm’s criteria for inclusion in client portfolios. |
Robert Discolo | None (Managing Director of Sub-Adviser) | Dec ’06 – Present | Managing Director, Alternative Investments and Head of the Hedge Fund Strategies Group of the Sub-Adviser. | Individual oversees selection of Hedge Funds for the Master Fund’s Portfolio. |
Eileen Casey | None (Managing Director of Sub-Adviser) | Dec ’06 – Present | Managing Director and Head of Hedge Fund Research, Head of Fund Strategies Group of the Sub-Adviser. | Individual responsible for coordinating portfolio manager research for the Hedge Fund Strategies Group, monitoring existing investments and making recommendations for investments. |
Vinti Khanna | None (Managing Director of Sub-Adviser) | Dec ’06 – Present | Managing Director, Hedge Fund Strategies Group and Assistant Director of Hedge Fund Research of Sub-Adviser. | Individual responsible for manager research, portfolio monitoring and structuring and making investment recommendations. |
Name | Number of Registered Investment Companies Managed and Total Assets for Such Accounts (Including The Trust) | Beneficial Ownership of Equity Securities In Trust | Number of Other Pooled Investment Vehicles Managed and Total Assets for Such Accounts | Number of Other Accounts Managed and Total Assets For Such Accounts |
Carl Acebes | 6, $291 million | $99,726 | 9, $336 million | 84, $44 million |
Garrett R. D’Alessandro | 6, $291 million | $99,726 | 9, $336 million | 147, $269 million |
Other Accounts Managed by the Portfolio Managers of the Sub-Adviser for the Master Fund.
The following table indicates the type (Registered Investment Company (“RIC”), Other Pooled Investments (“OPI”), and Other Accounts (“OA”)), number of accounts, and total assets of the accounts for which each Portfolio Manager of the Sub-Adviser had day-to-day responsibilities as of March 31, 2008. Please note that one Registered Investment Company and fourteen Other Pooled Investments accounts are subject to performance-based fees (*).
No. of Accounts | Market Value | ||
Robert Discolo | RIC | 2 | $365,171,850 |
performance fee* | 1 | $67,905,150 | |
OPI* | 15 | $3,404,772,355 | |
performance fee* | 14 | $3,377,501,385 | |
OA | 7 | $2,926,646,622 | |
Eileen Casey | RIC | 2 | $365,171,850 |
performance fee* | 1 | $67,905,150 | |
OPI* | 15 | $3,404,772,355 | |
performance fee* | 14 | $3,377,501,385 | |
OA | 7 | $2,926,646,622 | |
Vinti Khanna | RIC | 2 | $365,171,850 |
performance fee* | 1 | $67,905,150 | |
OPI* | 15 | $3,404,772,355 | |
performance fee* | 14 | $3,377,501,385 | |
OA | 7 | $2,926,646,622 |
Mr. Acebes receives an annual salary established by the Manager. Salary levels are based on the overall performance of the Manager and not on the investment performance of any particular Portfolio or account. Like the Manager’s other employees, Mr. Acebes is eligible for a bonus annually. Such bonuses are also based on the performance of the Manager as a whole and not on the investment performance of any particular Portfolio or account. Additionally, Mr. Acebes owns a substantial portion of the Manager and, accordingly, benefits from any profits earned by the Manager.
Mr. D’Alessandro receives an annual salary established by the Manager. Salary levels are based on the overall performance of the Manager and not on the investment performance of any particular Portfolio or account. Like the Manager’s other employees, Mr. D’Alessandro is eligible for a bonus annually. Such bonuses are also based on the performance of the Manager as a whole and not on the investment performance of any particular Portfolio or account. Additionally, Mr. D’Alessandro owns a substantial portion of the Manager and, accordingly, benefits from any profits earned by the Manager.
Sub-Adviser Compensation Disclosure
Compensation for AIGGIG portfolio managers has both a salary and a bonus component. The salary component is a fixed base salary, which is generally based upon several factors, including experience and market levels of salary for such position. The bonus component is based both on a portfolio manager’s individual performance and the organizational performance of AIGGIC. The bonus component is generally calculated as follows: (1) 60% is linked to the management of a portfolio manager’s funds; (2) 20% is based on AIGGIC’s profitability; and (3) 20% is determined on a discretionary basis (including individual qualitative goals). For the 60% component, the measures for a portfolio manager may vary according to the day-to-day responsibilities of a particular portfolio manager. The measures comprise any combination of (a) total return measures, (b) benchmark measures and (c) peer group measures. Any long-term compensation may include stock options and restricted stock units, both having vesting schedules.
CONFLICTS OF INTEREST
THE MANAGER, SUB-ADVISER AND THEIR AFFILIATES
The Manager, Sub-Adviser and their affiliates and their directors, officers, employees or the independent members of the Sub-Adviser’s Asset and Strategy Allocation Committee (collectively, the “Advisory Affiliates”) carry on substantial investment activities for their own accounts and for, hedge funds, mutual funds, institutions, and individual clients (collectively, “Advisory Clients”). TEI Fund has no interest in these activities. The Manager, Sub-Adviser and their Advisory Affiliates will be engaged in substantial activities other than on behalf of TEI Fund and the Master Fund and may have conflicts of interest (1) in allocating their time and activity between TEI Fund and such other activities and (2) in allocating investments among the Advisory Clients.
The Manager, the Sub-Adviser or another Advisory Affiliate may determine that an investment opportunity in a particular Hedge Fund is appropriate for an Advisory Client or for itself, but the Manager or the Sub-Adviser may determine that such investment opportunity is not appropriate for the Master Fund. Situations also may arise in which Advisory Affiliates or Advisory Clients have made investments that would have been suitable for investment by the Master Fund but, for various reasons, were not pursued by, or available to, the Master Fund. The investment activities of the Advisory Affiliates may disadvantage TEI Fund in certain situations if, among other reasons, the investment activities limit the Master Fund’s ability to invest for TEI Fund in a particular investment vehicle or investment.
The Advisory Affiliates or Advisory Clients may have an interest in an account managed by, or enter into relationships with, a Hedge Fund Manager or its affiliates on terms, including fees and expenses, that are different than an interest in the Master Fund. The Manager, the Sub-Adviser and Advisory Affiliates may own securities of issuers that are also held by the Hedge Funds or by the Master Fund. However, in making investment decisions for the Master Fund, the Manager and the Sub-Adviser do not obtain or use material inside information acquired by any Advisory Affiliates in the course of purchasing such securities.
The Manager is a privately held business and does not directly engage in administration and custody businesses with any Hedge Fund. In view of this, the Manager is of the opinion that it has fewer conflicts of interest within the Hedge Fund community and thus it is able to be relatively unbiased in supervising the Sub-Adviser’s selecting from a large pool of Hedge Funds.
Sub-Adviser Conflicts of Interest Disclosure
AIG Global Investment Corp. (“AIGGIC”) aims to conduct its activities in such a manner that permits it to deal fairly with each of its clients on an overall basis in accordance with applicable securities laws and fiduciary obligations. In that regard, AIGGIC has adopted and implemented policies and procedures, including brokerage and trade allocation policies and procedures, which AIGGIC believes address the conflicts associated with managing multiple accounts for multiple clients (including affiliated clients). AIGGIC also monitors a variety of areas, including compliance with guidelines of the Master Fund and other accounts it manages and compliance with AIGGIC’s Code of Ethics. Furthermore, AIGGIC’s management periodically reviews the performance of a portfolio manager. Although AIGGIC does not track the time a portfolio manager spends on a single portfolio, AIGGIC does periodically assess whether a portfolio manager has adequate time and resources to effectively manage all of such portfolio manager’s accounts.
Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.
No repurchases during the period.
Item 10. Submission of Matters to a Vote of Security Holders.
Not applicable.
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 TEI LLC
By (Signature and Title) /s/ Garrett R. D’Alessandro
Garrett R. D’Alessandro, President
Date 6/6/08 60;
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 6/6/08 60;
By (Signature and Title) /s/ Edmund Towers 160;
Edmund Towers, Treasurer
Date 6/6/08 60;