Form N-CSR is to be used by management investment companies to file reports with the Commission not later than 10 days after the transmission to stockholders of any report that is required to be transmitted to stockholders under Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may use the information provided on Form N-CSR in its regulatory, disclosure review, inspection, and policymaking roles.
A registrant is required to disclose the information specified by Form N-CSR, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-CSR unless the Form displays a currently valid Office of Management and Budget ("OMB") control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to Secretary, Securities and Exchange Commission, 100 F Street, NE, Washington, DC 20549. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. § 3507.
Item 1. Reports to Stockholders.
The Report to Shareholders is attached herewith.
Financial Statements for the
Period Ended July 31, 2010
(Unaudited)
Wells Fargo Multi-Strategy 100 Fund I, LLC
Table of Contents
| Page |
| |
Statement of Assets, Liabilities and Members’ Capital | 1 |
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Statement of Operations | 2 |
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Statements of Changes in Members’ Capital | 3 |
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Statement of Cash Flows | 4 |
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Financial Highlight | 5 |
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Notes to Financial Statements | 6 |
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Supplemental Information | 10 |
| |
Financial Statements of Wells Fargo Multi - Strategy 100 Master Fund I, LLC | |
Wells Fargo Multi-Strategy 100 Fund I, LLC Statement of Assets, Liabilities and Members’ Capital As of July 31, 2010 (Unaudited) |
| |
| |
| |
Investment in Wells Fargo Multi-Strategy 100 Master Fund I, LLC (the "Master Fund") | | $ | 105,192,448 | |
Cash and cash equivalents | | | 54,832 | |
Receivable for investment in the Master Fund sold | | | 4,174,563 | |
Investment in the Master Fund paid in advance | | | 2,450,000 | |
Total assets | | | 111,871,843 | |
| |
| |
| |
| |
Payable for Units tendered | | | 4,174,563 | |
Subscriptions received in advance | | | 2,461,018 | |
Directors' fees payable | | | 2,833 | |
Accrued expenses and other liabilities | | | 46,697 | |
Total liabilities | | | 6,685,111 | |
| |
| |
| |
| |
Total members' capital | | $ | 105,186,732 | |
| |
| |
Members' Capital per Unit | |
| |
Units outstanding | | | 85,776.3949 | |
Net asset value per unit | | $ | 1,226.2900 | |
See Notes to Financial Statements.
Wells Fargo Multi-Strategy 100 Fund I, LLC Statement of Operations For the Period from February 1, 2010 to July 31, 2010 (Unaudited) |
Net Investment Income/(Loss) Allocated from Master Fund | |
| |
Investment income | | $ | 181,414 | |
Expenses | | | (799,632 | ) |
Net investment income/(loss) allocated from Master Fund | | | (618,218 | ) |
| |
| |
| |
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Interest | | | 74 | |
| |
| |
| |
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Accounting and administration services fees | | | 44,570 | |
Directors' fees | | | 5,667 | |
Professional fees | | | 2,500 | |
Registration fees | | | 2,113 | |
Custody fees | | | 850 | |
Other operating expenses | | | 12,670 | |
Total expenses | | | 68,370 | |
Net investment loss | | | (686,514 | ) |
| |
| |
Net Realized and Unrealized Gain/(Loss) on Investments Allocated from Master Fund | |
| |
Net realized loss from investments | | | (1,783,247 | ) |
Net change in unrealized appreciation on investments | | | 2,338,015 | |
Total net realized and unrealized gain from investments | | | 554,768 | |
| |
| |
Net decrease in members' capital resulting from operations | | $ | (131,746 | ) |
See Notes to Financial Statements.
Wells Fargo Multi-Strategy 100 Fund I, LLC Statements of Changes in Members’ Capital |
| |
| For the Period Ended July 31, 2010 (Unaudited) | | For the Year Ended January 31, 2010 | |
Increase (Decrease) in Members' Capital | |
| |
| |
Net investment loss | | $ | (686,514 | ) | | $ | (1,155,753 | ) |
Net realized loss from investments | | | (1,783,247 | ) | | | (2,301,276 | ) |
Net change in unrealized appreciation on investments | | | 2,338,015 | | | | 8,128,255 | |
Net increase/(decrease) in members' capital resulting from operations | | | (131,746 | ) | | | 4,671,226 | |
| |
| |
| |
| |
Issuance of Units | | | 24,274,500 | | | | 26,080,286 | |
Units tendered | | | (4,375,517 | ) | | | (5,925,782 | ) |
Increase in members' capital derived from capital transactions | | | 19,898,983 | | | | 20,154,504 | |
| |
| |
| |
| |
Total increase in members' capital | | | 19,767,237 | | | | 24,825,730 | |
Beginning of period | | | 85,419,495 | | | | 60,593,765 | |
End of period | | $ | 105,186,732 | | | $ | 85,419,495 | |
| |
See Notes to Financial Statements.
Wells Fargo Multi-Strategy 100 Fund I, LLC Statement of Cash Flows For the Period from February 1, 2010 to July 31, 2010 (Unaudited) |
Cash Used for Operating Activities | |
| |
Net decrease in members' capital resulting from operations | | $ | (131,746 | ) |
Adjustments to reconcile net decrease in members' capital resulting from operations to net cash used in operating activities: | | | | |
Increase in investment in the Master Fund paid in advance | | | (352,000 | ) |
Increase in receivable for investment in the Master Fund sold | | | (3,650,454 | ) |
Increase in accrued expenses and other liabilities | | | 5,425 | |
Net investment loss allocated from the Master Fund | | | 618,218 | |
Net realized loss from investments allocated from the Master Fund | | | 1,783,247 | |
Net change in unrealized appreciation on investments allocated from Master Fund | | | (2,338,015 | ) |
Purchases of interest in the Master Fund | | | (24,213,300 | ) |
Sales of interest in the Master Fund | | | 4,375,517 | |
| | | | |
Net cash used in operating activities | | | (23,903,108 | ) |
| |
| |
Cash Provided by Financing Activities | |
| |
Proceeds from issuance of Units (net of change in subscriptions received in advance of $363,018) | | | 24,637,518 | |
Payments on tender of Units (net of change in payable for Units tendered of $3,650,454) | | | (725,063 | ) |
| | | | |
Net cash provided by financing activities | | | 23,912,455 | |
| |
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Cash and Cash Equivalents | |
| |
Net increase in cash and cash equivalents | | | 9,347 | |
Cash and cash equivalents at beginning of period | | | 45,485 | |
Cash and cash equivalents at end of period | | $ | 54,832 | |
| |
| |
See Notes to Financial Statements.
Wells Fargo Multi-Strategy 100 Fund I, LLC Financial Highlights |
| For the Period from February 1, 2010 to July 31, 2010 (Unaudited) | | For the Year Ended January 31, 2010 | | For the Period from August 1, 2008 (a) to January 31, 2009 | |
Per unit operating performance: (For unit outstanding throughout the period) | | | | | | | | |
| | | | | | | | |
Net asset value at beginning of period | | $ | 1,225.8247 | | | $ | 1,151.3329 | | | $ | 1,315.5811 | |
| | | | | | | | | | | | |
Income from investment operations: | | | | | | | | | | |
Net investment loss(b) | | | (8.5387 | ) | | | (18.6319 | ) | | | (10.3793 | ) |
Net realized and unrealized gain/(loss) from investments | | | 9.0040 | | | | 93.1237 | | | | (153.8689 | ) |
Total from investment operations | | | 0.4652 | | | | 74.4918 | | | | (164.2482 | ) |
Net asset value at end of period | | $ | 1,226.2900 | | | $ | 1,225.8247 | | | $ | 1,151.3329 | |
Total return | | | 0.04 | % | | | 6.47 | % | | | (12.48 | %) |
|
Ratios to average net assets: | | | | | | | | | | |
| | | | | | | | | | | | |
Expenses gross of waiver(c) (d) | | | 1.80 | % | | | 1.98 | % | | | 2.26 | % |
Expenses net of waiver(c) (d) | | | 1.80 | % | | | 1.92 | % | | | 2.07 | % |
Net investment loss(d) | | | (1.42 | %) | | | (1.58 | %) | | | (1.71 | %) |
Members' capital, end of period (in thousands) | | $ | 105,187 | | | $ | 85,419 | | | $ | 60,594 | |
|
(a) | Inception date. |
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(b) | Based on average units outstanding. |
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(c) | The expense ratio does not include expenses of the underlying funds in which the Master Fund invests. |
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(d) | Annualized for periods less than one year. |
| |
| See the financial statements of the Master Fund for the portfolio turnover of the Master Fund. |
See Notes to Financial Statements.
Wells Fargo Multi-Strategy 100 Fund I, LLC
Notes to Financial Statements
For the Period from February 1, 2010 to July 31, 2010 (Unaudited)
1. Organization and Description of Business
Wells Fargo Multi-Strategy 100 Fund I, LLC (the “Fund”), a Delaware limited liability company, has been registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as a closed-end management investment company since August 1, 2008. The Fund is a “feeder” fund in a “master-feeder” structure and invests substantially all of its assets in the Wells Fargo Multi-Strategy 100 Master Fund I, LLC (the “Master Fund”) (together, the “Funds). The Fund is designed solely for investment by taxable investors. The financial statements of the Master Fund, including its schedule of investments and notes to financial statements, are an integral part of these financial statements and should be read in conjunction with these financial stat ements.
2. Significant Accounting Policies
The following is a summary of significant accounting policies followed by the Fund and are in conformity with U.S. generally accepted accounting principles (“GAAP”).
(a) Investment valuation – The Fund records its investment in the Master Fund at fair value based on the net asset value per unit as a practical expedient of the relevant series of the Master Fund. The value of such investments in the Master Fund reflects the Fund’s proportionate interest (72.39% at July 31, 2010) in the net assets of the Master Fund. The performance of the Fund is directly affected by the performance of the Master Fund. Valuation of the investments held by the Master Fund, including the categorization of fair value measurements, is discussed in the notes to the Master Fund’s financial statements, which are attached to this report. The Fund has the same investment objective and strategies as the Master Fund.
(b) Income taxes – The Fund intends to operate as a partnership and not as an association or a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes. The Funds should not be subject to U.S. federal income tax, and each investor (a “Member”) will be required to report on its own annual tax return, to the extent required, the Member’s distributive share of the applicable Fund’s taxable income or loss.
Accounting for Uncertainty in Income Taxes set forth a minimum threshold for financial statement recognition of the benefit of a tax position taken or expected to be taken in a tax return. Management has analyzed the Fund’s tax positions and has concluded that no provision for income tax is required in the Fund’s financial statements. The Fund is not aware of any tax positions for which it is reasonable possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months. The Fund filed 2008 and 2009 federal tax returns as well as state tax returns to Oregon and Utah. These tax returns remain subject to examination by the Internal Revenue Service.
(c) Investment transactions and investment income – Purchases and sales of interests in the Master Fund are recorded on a trade-date basis and related revenues and expenses are recorded on accrual basis. The Fund adopted the tax allocation rules provided for in Section 704(b) of the Internal Revenue Code. Accordingly, its proportionate share of the Master Fund’s income, expenses, realized and unrealized gains and losses are allocated monthly using the aggregate method. In addition, the Fund records its own investment income and operating expenses on an accrual basis.
(d) Cash and Cash Equivalents – The Fund maintains cash in an interest-bearing money market account, which, at times, may exceed federally insured limits. The Fund has not experienced any losses in such account
Wells Fargo Multi-Strategy 100 Fund I, LLC
Notes to Financial Statements (continued)
For the Period from February 1, 2010 to July 31, 2010 (Unaudited)
and does not believe it is exposed to any significant credit risk on such bank deposits. All interest income earned will be paid to the Fund.
(e) Distributions – The Fund presently does not intend to make periodic distributions of its net income or gains, if any, to Members. The amount and times of distributions, if any, will be determined in the sole and absolute discretion of the Fund’s board of managers (the “Fund Board").
(f) Use of estimates – The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements. Actual results could differ from those estimates.
(g) Operating Expenses – The Fund bears all expenses incurred in its business and operations. Expenses include, but are not limited to, administrative and extraordinary expenses and legal, tax, audit, escrow, fund accounting and printing expenses. The Fund will also, based upon its interest in the Master Fund, bear a proportionate interest in the operating expenses paid by the Master Fund.
(h) Third party service providers – BNY Mellon Investment Servicing (US) Inc. (the “Administrator”) serves as the Administrator to the Fund. On July 1, 2010, The PNC Financial Services Group, Inc. sold the outstanding stock of PNC Global Investment Servicing Inc. to The Bank of New York Mellon Corporation. At the closing of the sale, PNC Global Investment Servicing (U.S.) Inc. changed its name to BNY Mellon Investment Servicing (US) Inc. PFPC Trust Company (the “Custodian”) serves as the Custodian to the Fund. PFPC Trust Company will not change its name until a later date to be announced. The Fund pays the Administrator and the Custodian in consideration of these services. Under an agreement made between the Administrator and the Fund, the Administrator agreed to waive the fees that were above 21.5 basis points of the assets of the Master Fund. The fees included administration and accounting service fee, taxation service fee, regulatory administration service fee, and investor service fee. This waiver agreement was in effect through July 31, 2009.
3. Related Party Transactions
Wells Fargo Alternative Asset Management, LLC, a Delaware limited liability company (the “Adviser” or “WFAAM”), is the investment adviser to the Funds. WFAAM is registered with the SEC as an investment adviser under the Investment Advisers Act of 1940. The Adviser is exempt from registering as a “commodity trading advisor” with the Commodity Futures Trading Commission (“CFTC”) under CFTC Rule 4.14(a)(8), and the Funds each are exempt from registering as a “commodity pool operator” pursuant to CFTC Rule 4.5. As compensation for services and facilities provided by the Adviser under the terms of an investment advisory agreement entered into between the Master Fund and the Adviser dated as of July 31, 2008 (the “Advisory Ag reement”), the Master Fund pays the Adviser each month a fee (“Management Fee”) equal to one-twelfth of 1.25% of the aggregate net asset value of outstanding limited liability company interests (“Master Fund Interests”) of the Master Fund. In addition, the Fund Board has approved a service agreement entered into between the Fund and the Adviser under the same terms, except as set forth in the next sentence. Under such agreement, the Fund does not pay the Adviser a fee if and for so long as the Fund is invested solely in the Master Fund.
The placement agent for the Fund is Wells Fargo Investments, LLC (“Placement Agent”). Investors will be assessed a placement fee (“Placement Fee”) by the placement agent on subscriptions in the amount of 2.00% on the first $500,000 subscribed for in the Fund, 1.00% on the next $500,000 subscribed for in the Fund, and 0.50% on any amount over $1,000,000 subscribed for in the Fund. In addition, WFAAM may pay a portion of the
Wells Fargo Multi-Strategy 100 Fund I, LLC
Notes to Financial Statements (continued)
For the Period from February 1, 2010 to July 31, 2010 (Unaudited)
Management Fees it receives from the Master Fund to the Placement Agent, its affiliates or their registered representatives.
4. Investment Transactions
Costs of purchases of interests in the Master Fund for the period ended July 31, 2010 were $24,213,300. Proceeds from sales of interests in the Master Fund for the period ended July 31, 2010 were $4,375,517.
5. Capital Share Transactions
The Fund offers and sells units of limited liability company interest (the “Units”) to investors eligible to invest in the Fund. The Fund intends to accept initial and additional subscriptions for Units made after the closing date and the commencement of the Fund’s investment operations only once each month, effective as of the opening of business on the first business day in that month at the relevant net asset value per Unit (“Unit Value”) of the Fund as of the close of business on the last business day of the prior month. The Fund Board may discontinue accepting subscriptions at any time. The minimum initial investment in the Fund is $50,000. The minimum additional investment is $10,000. No Member of the Fund or other person holdi ng Units of the Fund acquired from a Member will have the right to require the Fund to redeem those Units. The Fund from time to time will offer to repurchase outstanding Units pursuant to written tenders by Members. Repurchase offers will be made at such times and on such terms as may be determined by the Fund Board in its sole discretion and generally will be offers to repurchase an aggregate specified dollar amount of outstanding Units.
Transactions in capital were as follows:
For the Period Ended July 31, 2010 | | Unit(s) | | | Amount | |
Units issued | | | 19,709 | | | $ | 24,274,500 | |
| | | | | | | | |
Units tendered | | | (3,616 | ) | | | (4,375,517 | ) |
| | | | | | | | |
Net increase | | | 16,093 | | | $ | 19,898,983 | |
6. Risk Factors
An investment in the Fund involves various risks. The Fund allocates assets to the Master Fund. The Master Fund allocates assets to Trusts (as defined in the Master Fund’s financial statements) that invest in and actively trade securities and other financial instruments using a variety of strategies and investment techniques with significant risk characteristics, including the risks arising from the volatility of the equity, fixed income, commodity and currency markets, the risks of borrowings and short sales, the risks arising from leverage associated with trading in the equities, currencies and over-the-counter derivatives markets, the illiquidity of derivative instruments and the risk of loss from counterparty defaults. No guarantee or representation is made that the investment program will be successful.
Wells Fargo Multi-Strategy 100 Fund I, LLC
Notes to Financial Statements (continued)
For the Period from February 1, 2010 to July 31, 2010 (Unaudited)
7. Subsequent Events
Management has evaluated the impact of all subsequent events on the Master Fund through financial statement issuance and has determined that there were no subsequent events requiring recognition or disclosure in the financial statements.
Wells Fargo Multi-Strategy 100 Fund I, LLC
Supplemental Information (unaudited)
The Board of Managers of the Fund
The Fund’s Board provides broad oversight over the operations and affairs of the Fund, and has overall responsibility to manage and control the business affairs of the Fund, including the complete and exclusive authority to establish policies regarding the management, conduct, and operation of the Fund’s business. The Fund’s Board exercises the same powers, authority and responsibilities on behalf of the Fund, as is customarily exercised by the board of directors of a registered investment company organized as a corporation or trust.
The managers of the Fund’s Board are not required to contribute to the capital of the Fund or to hold Units of the Fund. A majority of the managers of the Fund’s Board are persons who are not “interested persons” (as defined in the 1940 Act) of the Fund (collectively, the “Independent Managers”). The Independent Managers perform the same functions for the Fund as are customarily exercised by the non-interested directors or trustees of a registered investment company organized, respectively, as a corporation or a trust.
The identity of the managers and officers of the Fund and brief biographical information regarding each such person during the past five years is set forth below. Each manager who is deemed to be an “interested person” of the Fund as defined in the 1940 Act (an “Interested Manager”) is indicated by an asterisk. The business address of each person listed below is 333 Market Street, 29th Floor, San Francisco, CA 94105.
Independent Managers
Name and Age | Position(s) with the Funds | Term of Office and Length(1) of Time Served | Principal Occupation(s) During Past Five Years | Number of Portfolios In Fund Complex2 Overseen by Manager | Other Directorships Held by Manager |
Daniel J. Rauchle, 47* | Manager, President | Indefinite term (since August 1, 2008) | Director of WFAAM and the Chairman of the WFAAM Investment Advisory Board since 2001. | 5 | None. |
Dennis G. Schmal, 63 | Manager, Audit Committee Chairperson | Indefinite term (since August 1, 2008) | Self-employed; Board Director and Consultant | 5 | Director of Grail Advisors ETF Trust (5 Funds) since 2009, Director of the AssetMark mutual funds (13 Funds) since 2007; Chairman of the Board of Directors of Pacific Metrics Corporation since 2005; Director of Varian Semiconductor Equipment Associates since 2004; Director of Merriman Curhan Ford Group since 2003; Director of North Bay Bancorp from 2006 to 2007. |
Wells Fargo Multi-Strategy 100 Fund I, LLC
Supplemental Information (unaudited) (continued)
Name and Age | Position(s) with the Funds | Term of Office and Length(1) of Time Served | Principal Occupation(s) During Past Five Years | Number of Portfolios In Fund Complex2 Overseen by Manager | Other Directorships Held by Manager |
Tim Holmes, 48 | Manager, Nominating and Compensation Committee Chairperson | Indefinite term (since August 1, 2008) | Consultant – Coast Asset Management since 2008; Portfolio Manager of Nuveen Asset Management 2007 to 2008; Managing Member/Chief Operating Officer of Ascendant Capital Partners/ BayStar Capital LLC from 2003 to 2006. | 5 | None. |
* | Indicates an Interested Manager. |
(1) | Each Independent Manager serves until death, retirement, resignation or removal from the applicable Feeder Fund Board or the Master Fund Board. Any Independent Manager may be removed either (a) with or without cause by the vote or written consent of at least two thirds (2/3) of the Independent Managers not subject to the removal vote (but only if there are at least three Independent Managers serving on the Board at the time of such vote or written consent) or (b) with or without cause by, if at a meeting, a vote of the Members holding a majority of the total number of votes present at such meeting or, if by written consent, a vote of Members holding at least two-thirds (2/3) of the total number of votes eligible to be cast by all Members. |
(2) | The “Fund Complex” is comprised of 5 closed-end registered investment companies, including the Fund. |
Principal Officers who are not Independent Managers:
Name and Age | Position(s) with the Funds | Length of Time Served(1) | Principal Occupation During Past Five Years |
Eileen Alden, 41 | Treasurer | Since August 1, 2008 | Director of WFAAM and a member of the WFAAM Investment Advisory Board since 2005; Vice President of Wells Fargo Bank since 2007; Member of the Asset Allocation Committees for Wells Fargo Bank’s Wealth Management Group since 2007 and its Family Wealth Group since 2008; Assistant Vice President of Progress Investment Management Company from 2001 to 2005. |
Dede Dunegan, 53 | Chief Compliance Officer, Secretary | Since August 1, 2008 | CCO of WFAAM since 2005, Vice President and Compliance Manager, Wells Fargo Wealth Management since 2004; CCO of Nelson Capital Management, LLC from 2005 to 2009; CCO of Osterweis Capital Management from 2000 to 2004. |
(1) | Each officer of the Fund serves for an indefinite term until the date his or her successor is elected and qualified, or until he or she sooner dies, retires, is removed or becomes disqualified. |
Wells Fargo Multi-Strategy 100 Fund I, LLC
Supplemental Information (unaudited) (continued)
Form N-Q Filings
The Fund will file its complete schedule of portfolio holdings with the Securities and Exchange Commission ("SEC") for the first and third quarters of each fiscal year on Form N-Q. The 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 (800) SEC-0330.
Proxy Voting Policies
Information on how the Master Fund voted proxies relating to portfolio securities during the prior twelve month period ending June 30 of each year and a description of the policies and procedures that the Master Fund uses to determine how to vote proxies relating to portfolio securities will be available without charge, by request, by calling (415) 371-4000 and on the SEC’s web site at www.sec.gov.
12
Item 2. Code of Ethics.
Not applicable.
Item 3. Audit Committee Financial Expert.
Not applicable.
Item 4. Principal Accountant Fees and Services.
Not applicable.
Item 5. Audit Committee of Listed Registrants.
Not applicable.
Item 6. Investments.
Not applicable.
Item 8. Portfolio Managers of Closed-End Management Investment Companies.
Not applicable.
Item 10. Submission of Matters to a Vote of Security Holders.
The registrant’s Nominating and Compensation Committee will consider nominees to the registrant’s board of managers recommended by members, provided that such recommendations are submitted with reasonable advance written notice to the Chairperson of the Nominating and Compensation Committee.
Item 11. Controls and Procedures.
Item 12. Exhibits.
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.
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.