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 811-22312
ACAP Strategic Fund | ||
(Exact name of registrant as specified in charter) | ||
350 Madison Avenue, 9th Floor | ||
New York, New York 10017 | ||
(Address of principal executive offices) (Zip code) | ||
SilverBay Capital Management LLC | ||
350 Madison Avenue, 9th Floor | ||
New York, New York 10017 | ||
(Name and address of agent for service) |
Registrant’s telephone number, including area code: 212-389-8713
Date of fiscal year end: September 30
Date of reporting period: March 31, 2014
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 policy making 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.
ACAP STRATEGIC FUND
350 Madison Avenue, 9th Floor
New York, New York 10017
May 28, 2014
Re: ACAP Strategic Fund (the “Fund”) – Semi-Annual Report to Shareholders
Dear Investor:
Please find enclosed the Fund’s Semi-Annual Report to Shareholders.
Please note that a copy of the Fund’s prospectus may be obtained by contacting your financial advisor.
We appreciate your continued investment and look forward to a long, mutually beneficial relationship.
Very truly yours,
ACAP STRATEGIC FUND
ACAP Strategic Fund Financial Statements For the Six Months Ended March 31, 2014
(Unaudited)
ACAP Strategic Fund Financial Statements For the Six Months Ended March 31, 2014 Contents 1 2 8 12 20 21 22
(Unaudited)
ACAP STRATEGIC FUND March 31, 2014 Assets Investments in securities, at fair value (cost $1,472,338,496) $ 1,703,358,358 Cash and cash equivalents (including Euros of $787,597 with a cost of $752,489, Hong Kong Dollars of $3,774,365, with a cost of $3,774,365, Singapore Dollars of $3,901,283, with a cost of $3,904,813, British Pounds Sterling of $59,137, with a cost of $53,640, and Japanese Yen of $(7,970,854), with a cost of $(8,015,132) 128,123,819 Due to/from broker (including British Pounds Sterling of $1,578,848, with a cost of $1,519,476, Euros of $(32,544), with a cost of $(32,532), Canadian Dollars of $11,029,051, with a cost of $11,007,217, Hong Kong Dollars of $4,962,232, with a cost of $4,960,878, Swedish Krona of $2,664, with a cost of $2,570, and Japanese Yen of $5,942,811, with a cost of $5,995,132) 161,313,212 Receivable for investment securities sold 26,872,114 Dividends receivable 1,751,974 Interest receivable 180,151 Other assets 146,670 Total assets 2,021,746,298 Liabilities Securities sold, not yet purchased, at fair value (proceeds $497,347,801) 501,935,159 Payable for investment securities purchased 87,071,992 Withdrawals payable 23,340,145 Management fees payable 2,527,692 Dividends payable on securities sold, not yet purchased 1,852,058 Net unrealized depreciation on total return swaps 1,405,537 Stock loan fee payable 1,068,995 Shareholders servicing fees payable 315,508 Accrued incentive fees 286,519 Administration fees payable 192,942 Professional fees payable 12,894 Accrued expenses 145,717 Total liabilities 620,155,158 Net Assets $ 1,401,591,140 Net assets Represented by: Shares of beneficial interest - $0.001 par value; unlimited shares authorized; 107,045,619 shares issued and outstanding $ 1,223,921,815 Accumulated net investment gain/(loss) (124,396,473 ) Accumulated net realized gain/(loss) of investment transactions, foreign currency transactions and total return swaps 76,923,344 Net unrealized gain/(loss) of investments, foreign currency and total return swaps 225,142,454 Net Assets $ 1,401,591,140 Net asset value per share $ 13.09 The accompanying notes are an integral part of these unaudited financial statements. 1
STATEMENT OF ASSETS AND LIABILITIES (Unaudited)
ACAP STRATEGIC FUND Shares March 31, 2014 Investments in Securities—121.53% Common Stocks—121.53% China—10.29% E-Commerce / Products—1.13% 105,900 Vishop Holdings Ltd ADS * $ 15,810,870 E-Commerce / Services—1.11% 226,500 SouFun Holdings Ltd ADR 15,497,130 Gas–Distribution—1.44% 2,898,000 ENN Energy Holdings Ltd 20,192,844 Internet Application Software—1.40% 281,900 Tencent Holdings Ltd 19,606,042 Internet Connective Services—0.35% 169,780 21Vianet Group Inc ADR * 4,872,686 Internet Security—1.27% 179,120 Qihoo 360 Technology Co Ltd ADR * 17,836,769 Web Portals / ISP—3.59% 330,600 Baidu Inc ADR * (a) 50,376,828 Total China (cost $137,206,315) $ 144,193,169 Hong Kong—6.18% Alternative Waste Technology—2.54% 25,931,000 China Everbright International Ltd 35,501,540 Casino Hotels—3.64% 5,872,000 Galaxy Entertainment Group Ltd 51,058,895 Total Hong Kong (cost $40,422,660) $ 86,560,435 Japan—11.59% Commercial Banks–Non U.S.—0.91% 2,829,564 Sumitomo Mitsui Trust Holdings Inc 12,803,581 E-Commerce / Products—3.15% 3,305,174 Rakuten Inc 44,193,082 Electronic Components–Miscellaneous—1.76% 1,411,500 Alps Electric Co Ltd 16,871,937 871,570 Minebea Co Ltd 7,769,105 24,641,042 Finance–Leasing Company—0.74% 736,530 ORIX Corp 10,391,592 Finance–Other Services—3.37% 1,929,860 Japan Exchange Group Inc 47,185,391 Resorts / Theme Parks—0.61% 55,669 Oriental Land Co Ltd 8,486,705 Retail–Vision Service Centers—0.31% 147,182 Jin Co Ltd 4,408,957 The accompanying notes are an integral part of these unaudited financial statements. 2
SCHEDULE OF INVESTMENTS (Unaudited)
Fair Value
ACAP STRATEGIC FUND Shares March 31, 2014 Common Stocks (continued) Japan (continued) Transport–Truck—0.74% 481,026 Yamato Holdings Co Ltd $ 10,387,938 Total Japan (cost $154,987,294) $ 162,498,288 Switzerland—1.43% Diversified Manufacturing Operations—1.43% 253,460 Pentair Ltd 20,109,516 Total Switzerland (cost $19,342,100) $ 20,109,516 United States—92.04% Apparel Manufacturers—1.40% 252,090 Carter’s Inc (a) 19,574,788 Applications Software—1.12% 262,100 ServiceNow Inc * 15,705,032 Auction House / Art Dealer—0.52% 166,610 Sotheby’s 7,255,865 Cable / Satellite Television—2.87% 805,940 Comcast Corp, Class A 40,313,119 Casino Hotels—0.98% 169,770 Las Vegas Sands Corp 13,714,020 Commercial Services–Finance—7.13% 243,930 Alliance Data Systems Corp * (a) 66,458,728 448,750 MasterCard Inc, Class A (a) 33,521,625 99,980,353 Computer Aided Design—1.04% 343,110 Aspen Technology Inc * (a) 14,534,140 Computer Data Security—0.46% 257,631 Qualys Inc * 6,551,556 Computers—1.52% 39,670 Apple Inc (a) 21,292,476 Consulting Services—1.64% 382,800 Verisk Analytics Inc, Class A * (a) 22,952,688 Consumer Products–Miscellaneous—0.33% 202,566 Tumi Holdings Inc * (a) 4,584,068 E-Commerce / Products—3.18% 132,260 Amazon.com Inc * (a) 44,508,135 E-Commerce / Services—4.97% 86,600 Coupons.com Inc * 2,134,690 1,057,450 Groupon Inc * 8,290,408 653,100 TripAdvisor Inc * (a) 59,164,329 69,589,427 The accompanying notes are an integral part of these unaudited financial statements. 3
SCHEDULE OF INVESTMENTS (Unaudited) (continued)
Fair Value
ACAP STRATEGIC FUND Shares March 31, 2014 Common Stocks (continued) United States (continued) Electronic Components–Semiconductors—3.30% 97,100 OmniVision Technologies Inc * (a) $ 1,718,670 820,050 Xilinx Inc (a) 44,504,114 46,222,784 Electronic Design Automation—1.71% 120,130 Cadence Design Systems Inc * (a) 1,866,820 576,440 Synopsys Inc * (a) 22,141,060 24,007,880 Enterprise Software / Services—1.57% 283,570 Guidewire Software Inc * 13,909,109 214,880 Informatica Corp * 8,118,166 22,027,275 Finance–Credit Card—3.70% 349,410 American Express Co * (a) 31,457,382 94,350 Visa Inc, Class A (a) 20,366,391 51,823,773 Finance–Other Services—3.74% 265,030 IntercontinentalExchange Group Inc 52,430,885 Food–Retail—0.78% 215,870 Whole Foods Market Inc 10,946,768 Internet Content–Entertainment—3.58% 198,070 Facebook Inc, Class A * 11,931,737 1,263,720 Pandora Media Inc. * 38,315,990 50,247,727 Internet Content–Information / Network—1.04% 78,640 LinkedIn Corp, Class A * 14,543,682 Investment Management / Advisory Services—0.80% 55,970 Affiliated Managers Group Inc * (a) 11,196,799 Medical–Biomedical / Genetics—8.08% 247,670 Alexion Pharmaceuticals Inc * (a) 37,678,037 405,130 BioMarin Pharmaceuticals Inc * (a) 27,633,917 151,990 Celgene Corp * 21,217,804 376,500 Gilead Sciences Inc * 26,678,790 113,208,548 Medical–Drugs—0.58% 335,790 ACADIA Pharmaceuticals Inc * (a) 8,169,771 Medical–Outpatient / Home Medical—2.56% 1,089,924 Premier Inc, Class A * (a) 35,912,996 Medical–Wholesale Drug Distribution—2.38% 509,560 AmerisourceBergen Corp (a) 33,422,040 The accompanying notes are an integral part of these unaudited financial statements. 4
SCHEDULE OF INVESTMENTS (Unaudited) (continued)
Fair Value
ACAP STRATEGIC FUND Shares March 31, 2014 Common Stocks (continued) United States (continued) Multimedia—2.25% 1,014,600 Twenty-First Century Fox Inc, Class B (a) $ 31,574,352 Office Automation & Equipment—1.22% 658,040 Pitney Bowes Inc 17,102,460 Private Equity—0.85% 360,750 Blackstone Group LP MLP 11,994,938 Publishing–Newspapers—2.51% 2,103,305 News Corp, Class B * (a) 35,125,194 REITS–Diversified—3.10% 589,420 Crown Castle International Corp 43,487,408 Resorts / Theme Parks—0.89% 309,710 Six Flags Entertainment Corp 12,434,857 Retail–Apparel / Shoes—0.68% 260,980 Urban Outfitters Inc * (a) 9,517,941 Retail–Consumer Electronics—0.82% 432,920 Best Buy Inc 11,433,417 Retail–Discount—3.56% 288,220 Costco Wholesale Corp (a) 32,188,410 340,330 Dollar Tree Inc * (a) 17,758,419 49,946,829 Retail–Home Furnishings—0.90% 171,220 Restoration Hardware Holdings Inc * 12,600,080 Retail–Major Department Stores—0.69% 155,570 Nordstrom Inc (a) 9,715,347 Retail–Miscellaneous / Diversified—0.55% 227,740 Container Store Group Inc * 7,731,773 Retail–Restaurants—2.88% 490,470 Dunkin’ Brands Group Inc (a) 24,611,785 198,242 Potbelly Corp * 3,542,585 165,490 Starbucks Corp 12,143,656 40,298,026 Retail–Sporting Goods—0.99% 212,100 Cabela’s Inc * (a) 13,894,671 Semiconductor Equipment—4.01% 1,829,830 Applied Materials Inc (a) 37,365,129 944,160 Teradyne Inc 18,779,342 56,144,471 Television—3.74% 847,810 CBS Corp, Class B (a) 52,394,658 The accompanying notes are an integral part of these unaudited financial statements. 5
SCHEDULE OF INVESTMENTS (Unaudited) (continued)
Fair Value
ACAP STRATEGIC FUND Shares March 31, 2014 Common Stocks (continued) United States (continued) Web Portals / ISP—1.42% 553,870 Yahoo! Inc * (a) $ 19,883,933 Total United States (cost $1,120,380,127) $ 1,289,996,950 Total Common Stock (cost $1,472,338,496) $ 1,703,358,358 Total Investments in Securities (cost $1,472,338,496)† $ 1,703,358,358 Other Liabilities in Excess of Assets—(21.53%) ** $ (301,767,218 ) Net Assets—100.00% $ 1,401,591,140 (a) Partially or wholly held in a pledged account by the Custodian or Prime Broker as collateral for securities sold, not yet purchased. * Non-income producing security. ** Includes $128,123,819 invested in a BNY Mellon Money Market Account, which is 9.14% of net assets and foreign currency with a U.S. Dollar value of $551,528 which is 0.04% of net assets. ADR American Depositary Receipt ADS American Depositary Shares MLP Master Limited Partnership † Aggregate cost for federal income tax purposes is $1,130,109,497. The aggregate gross unrealized gain/(loss) for federal income tax purposes for all portfolio investments is as follows: Excess of value of cost $ 272,975,972 Excess of cost of value (20,702,982 ) $ 252,272,990 The accompanying notes are an integral part of these unaudited financial statements. 6
SCHEDULE OF INVESTMENTS (Unaudited) (continued)
Fair Value
ACAP STRATEGIC FUND Investments in Securities – By Industry March 31, 2014 Alternative Waste Technology 2.54 Apparel Manufacturers 1.40 Applications Software 1.12 Auction House / Art Dealer 0.52 Cable / Satellite Television 2.87 Casino Hotels 4.62 Commercial Banks – Non U.S . 0.91 Commercial Services – Finance 7.13 Computer Aided Design 1.04 Computer Data Security. 0.46 Computers 1.52 Consulting Services 1.64 Consumer Products – Miscellaneous 0.33 Diversified Manufacturing Operations 1.43 E-Commerce / Products 7.46 E-Commerce / Services 6.08 Electronic Components – Miscellaneous 1.76 Electronic Components – Semiconductors 3.30 Electronic Design Automation 1.71 Enterprise Software / Services 1.57 Finance – Credit Card 3.70 Finance – Leasing Company. 0.74 Finance – Other Services 7.11 Food – Retail 0.78 Gas – Distribution 1.44 Internet Application Software 1.40 Internet Connective Services 0.35 Internet Content – Entertainment 3.58 Internet Content – Information / Network 1.04 Internet Security 1.27 Investment Management / Advisory Services 0.80 Medical – Biomedical / Genetics 8.08 Medical – Drugs 0.58 Medical – Outpatient / Home Medical 2.56 Medical – Wholesale Drug Distribution 2.38 Multimedia 2.25 Office Automation & Equipment 1.22 Private Equity. 0.85 Publishing – Newspapers 2.51 REITS – Diversified 3.10 Resorts / Theme Parks 1.50 Retail – Apparel / Shoes 0.68 Retail – Consumer Electronics 0.82 Retail – Discount 3.56 Retail – Home Furnishings 0.90 Retail – Major Department Stores 0.69 Retail – Miscellaneous / Diversified 0.55 Retail – Restaurants 2.88 Retail – Sporting Goods 0.99 Retail – Vision Service Centers 0.31 Semiconductor Equipment 4.01 Transport – Truck 0.74 Television 3.74 Web Portals / ISP 5.01 Total Investments in Securities 121.53 % The accompanying notes are an integral part of these unaudited financial statements. 7
SCHEDULE OF INVESTMENTS (Unaudited) (concluded)
Percentage of
Net Assets (%)
ACAP STRATEGIC FUND Shares March 31, 2014 Securities Sold, Not Yet Purchased—35.81% Common Stock—35.81% Canada—0.80% Computers–Integrated Systems—0.80% 363,594 CGI Group Inc, Class A $ 11,243,002 Total Canada (proceeds $10,943,633) $ 11,243,002 China—2.60% Computers—1.14% 14,408,000 Lenovo Group Ltd 15,917,979 Electric–Generation—0.22% 2,132,000 Datang International Power Generation Co Ltd, Class H 777,816 2,346,000 Huaneng Power International Inc, Class H 2,244,064 3,021,880 Electronic Components–Miscellaneous—0.68% 1,829,967 AAC Technologies Holdings Inc 9,471,793 Metal Processors & Fabrication—0.10% 4,484,000 China Zhongwang Holdings Ltd 1,404,673 Metal–Aluminum—0.03% 49,900 Aluminum Corp of China Ltd ADR 430,637 Web Portals / ISP—0.43% 92,000 Sohu.com Inc 5,988,280 Total China (proceeds $35,068,105) $ 36,235,242 Hong Kong—2.08% Audio / Video Products—0.13% 3,247,946 Skyworth Digital Holdings Ltd 1,783,700 Distribution / Wholesale—1.11% 10,574,000 Li & Fung Ltd 15,621,665 Electric–Integrated—0.84% 1,564,500 CLP Holdings Ltd 11,798,719 Total Hong Kong (proceeds $31,120,410) $ 29,204,084 India—1.32% Computer Services—1.32% 342,200 Infosys Ltd ADR 18,540,396 Total India (proceeds $17,354,513) $ 18,540,396 Ireland—1.24% Computers–Memory Devices—1.24% 309,500 Seagate Technology PLC $ 17,381,520 Total Ireland (proceeds $15,675,663) $ 17,381,520 Japan—2.84% Chemicals–Diversified—0.46% 565,631 Kuraray Co Ltd 6,480,988 Electronic Components–Semiconductors—0.40% 126,400 Rohm Co Ltd 5,652,008 The accompanying notes are an integral part of these unaudited financial statements. 8
SCHEDULE OF SECURITIES SOLD, NOT YET PURCHASED (Unaudited)
Fair Value
ACAP STRATEGIC FUND Shares March 31, 2014 Common Stocks (continued) Japan (continued) Office Automation & Equipment—1.62% 731,100 Canon Inc $ 22,653,203 Printing–Commercial—0.36% 520,000 Dai Nippon Printing Co Ltd 4,993,737 Total Japan (proceeds $41,825,800) $ 39,779,936 South Korea—0.33% Electronic Components–Miscellaneous—0.33% 373,800 LG Display Co Ltd ADR 4,672,500 Total South Korea (proceeds $5,503,888) $ 4,672,500 Switzerland—0.42% Computers–Peripheral Equipment—0.42% 397,800 Logitech International SA 5,923,242 Total Switzerland (proceeds $5,078,515) $ 5,923,242 Taiwan—0.69% Electronic Components–Miscellaneous—0.22% 896,100 AU Optronics Corp ADR 3,118,428 Semiconductor Components–Integrated Circuits—0.47% 418,100 Siliconware Precision Industries Co ADR 2,780,365 1,830,500 United Microelectronics Corp ADR 3,807,440 6,587,805 Total Taiwan (proceeds $10,416,814) $ 9,706,233 United States—23.49% Beverages–Non-alcoholic—1.02% 368,300 Coca-Cola Inc 14,238,478 Commercial Services–Finance—0.68% 578,660 Western Union Co 9,466,878 Commercial Services—0.40% 272,290 Weight Watchers International Inc 5,592,837 Computer Services—1.52% 110,390 International Business Machines Corp 21,248,971 Cruise Lines—0.68% 251,760 Carnival Corp 9,531,634 Diagnostic Kits—0.24% 99,040 Alere Inc 3,402,024 Electric–Integrated—1.98% 143,620 Hawaiian Electric Industries Inc 3,650,820 166,690 Pinnacle West Capital Corp 9,111,275 392,310 Public Service Enterprise Group Inc 14,962,703 27,724,798 The accompanying notes are an integral part of these unaudited financial statements. 9
SCHEDULE OF SECURITIES SOLD, NOT YET PURCHASED (Unaudited) (continued)
Fair Value
ACAP STRATEGIC FUND Shares March 31, 2014 Common Stocks (continued) United States (continued) Electronic Components–Semiconductors—3.92% 264,770 Cree Inc $ 14,975,391 672,450 Intel Corp 17,355,935 478,710 Micron Technology Inc 11,326,279 240,410 Texas Instruments Inc 11,335,332 54,992,937 Food–Miscellaneous / Diversified—1.75% 288,120 General Mill Inc 14,930,378 153,150 Kellogg Co 9,604,037 24,534,415 Recreational Centers—1.02% 296,870 Life Time Fitness Inc 14,279,447 REITS–Diversified—1.00% 128,040 Digital Realty Trust Inc 6,796,363 72,800 Vornado Realty Trust 7,175,168 13,971,531 REITS–Office Property—0.88% 299,060 Mack-Cali Realty Corp 6,217,457 356,790 Piedmont Office Realty Trust Inc, Class A 6,118,949 12,336,406 Rental Auto / Equipment—0.59% 311,720 Rent-A-Center Inc 8,291,752 Retail–Apparel / Shoes—0.80% 246,490 Buckle Inc 11,289,242 Sector Fund–Real Estate—0.85% 176,770 iShares US Real Estate ETF 11,962,026 Sector Fund–Utility—1.26% 424,440 Utilities Select Sector SPDR Fund ETF 17,597,282 Security Services—1.35% 634,450 ADT Corp 19,001,778 Telecommunication Equipment–Fiber Optics—1.35% 908,670 Corning Inc 18,918,509 Telephone–Integrated—1.61% 642,920 AT&T Inc 22,547,204 Web Hosting / Design—0.59% 253,530 Rackspace Hosting Inc 8,320,855 Total United States (proceeds $324,360,460) $ 329,249,004 Total Common Stock (proceeds $497,347,801) $ 501,935,159 Total Securities Sold, Not Yet Purchased (proceeds $497,347,801) $ 501,935,159 ETF Exchange Traded Fund The accompanying notes are an integral part of these unaudited financial statements. 10
SCHEDULE OF SECURITIES SOLD, NOT YET PURCHASED (Unaudited) (continued)
Fair Value
ACAP STRATEGIC FUND Securities Sold, March 31, 2014 Audio / Video Products 0.13 Beverages – Non-alcoholic 1.02 Chemicals – Diversified 0.46 Commercial Services – Finance 0.68 Commercial Services 0.40 Computers 1.14 Computers – Integrated Systems 0.80 Computers – Memory Devices 1.24 Computers – Peripheral Equipment 0.42 Computer Services 2.84 Cruise Lines 0.68 Diagnostic Kits 0.24 Distribution / Wholesale 1.11 Electric – Generation 0.22 Electric – Integrated 2.82 Electronic Components – Miscellaneous 1.23 Electronic Components – Semiconductors 4.32 Food – Miscellaneous / Diversified 1.75 Metal Processors & Fabrication 0.10 Metal – Aluminum 0.03 Office Automation & Equipment 1.62 Printing – Commercial 0.36 Recreational Centers 1.02 REITS – Diversified. 1.00 REITS – Office Property. 0.88 Rental Auto / Equipment 0.59 Retail – Apparel / Shoes 0.80 Sector Fund – Real Estate 0.85 Sector Fund – Utility 1.26 Security Services 1.35 Semiconductor Components – Integrated Circuits 0.47 Telecommunication Equipment – Fiber Optics 1.35 Telephone – Integrated 1.61 Web Hosting / Design 0.59 Web Portals / ISP 0.43 Total Securities Sold, Not Yet Purchased 35.81 % The accompanying notes are an integral part of these unaudited financial statements. 11
SCHEDULE OF SECURITIES SOLD, NOT YET PURCHASED (Unaudited) (concluded)
Not Yet Purchased – By Industry
Percentage of
Net Assets (%)
ACAP STRATEGIC FUND Notional Maturity March 31, 2014 Swap Contracts—(0.10%) Total Return Swap Contracts—(0.10%) Audio / Video Products—(0.04%) $ (10,274,032 ) 3/3/2016 Sharp Corp. $ (589,512 ) Agreement with Morgan Stanley, dated 03/01/2010 to deliver the total return of the shares of Sharp Corp in exchange for an amount to be received monthly equal to the Daily Fed Funds Effective Rate less 0.50%. Building Products–Doors & Windows—(0.01%) (13,152,200 ) 3/3/2016 Asahi Glass Co Ltd. (226,370 ) Agreement with Morgan Stanley, dated 03/01/2010 to deliver the total return of the shares of Asahi Glass Co Ltd in exchange for an amount to be received monthly equal to the Daily Fed Funds Effective Rate less 0.40%. Capacitors—(0.02%) (13,447,919 ) 3/3/2016 Taiyo Yuden Co Ltd. (288,886 ) Agreement with Morgan Stanley, dated 03/01/2010 to deliver the total return of the shares of Taiyo Yuden Co Ltd in exchange for an amount to be received monthly equal to the Daily Fed Funds Effective Rate less 0.80%. Chemicals–Diversified—0.00% (782,516 ) 3/3/2016 Nitto Denko Corp. (28,474 ) Agreement with Morgan Stanley, dated 03/01/10 to deliver the total return of the shares of Nitto Denko Corp in exchange for an amount to be received monthly equal to the Daily Fed Funds Effective Rate less 0.40%. Computers—(0.03%) (13,205,378 ) 3/3/2016 Asustek Computer Inc. (388,235 ) Agreement with Morgan Stanley, dated 03/01/2010 to deliver the total return of the shares of Asustek Computer Inc in exchange for an amount to be received monthly equal to the Daily Fed Funds Effective Rate less 3.13%. (2,992,280 ) 3/3/2016 Compal Electronics Inc. (243,553 ) Agreement with Morgan Stanley, dated 03/01/2010 to deliver the total return of the shares of Compal Electronics Inc in exchange for an amount to be received monthly equal to the Daily Fed Funds Effective Rate less 1.25%. (8,647,395 ) 3/3/2016 Quanta Computer Inc. 162,640 Agreement with Morgan Stanley, dated 03/01/2010 to deliver the total return of the shares of Quanta Computer Inc in exchange for an amount to be received monthly equal to the Daily Fed Funds Effective Rate less 1.75%. The accompanying notes are an integral part of these unaudited financial statements. 12
SCHEDULE OF SWAP CONTRACTS (Unaudited)
Amount
Date
Unrealized
Gain/(Loss)
ACAP STRATEGIC FUND Notional Maturity March 31, 2014 Total Return Swap Contracts (continued) Computers (continued) $ (2,642,102 ) 3/3/2016 Wistron Corporation $ (36,759 ) Agreement with Morgan Stanley, dated 03/01/2010 to deliver the total return of the shares of Wistron Corporation in exchange for an amount to be received monthly equal to the Daily Fed Funds Effective Rate less 3.98%. (505,907 ) Computers–Peripheral Equipment—(0.01%) (6,855,494 ) 3/3/2016 Innolux Display Corp. (92,497 ) Agreement with Morgan Stanley, dated 03/01/2010 to deliver the total return of the shares of Innolux Display Corp in exchange for an amount to be received monthly equal to the Daily Fed Funds Effective Rate less 2.25%. Electric Products–Miscellaneous—(0.05%) (14,056,372 ) 3/3/2016 LG Electronics Inc. (367,774 ) Agreement with Morgan Stanley, dated 03/01/2010 to deliver the total return of the shares of LG Electronics Inc in exchange for an amount to be received monthly equal to the Daily Fed Funds Effective Rate less 1.34%. (10,011,440 ) 3/3/2016 LG Innotek Co Ltd. (303,945 ) Agreement with Morgan Stanley, dated 03/01/2010 to deliver the total return of the shares of LG Innotek Co Ltd in exchange for an amount to be received monthly equal to the Daily Fed Funds Effective Rate less 6.50%. (671,719 ) Electronic Components–Miscellaneous—(0.11%) (6,389,213 ) 3/3/2016 AU Optronics Corp. (24,250 ) Agreement with Morgan Stanley, dated 03/01/2010 to deliver the total return of the shares of AU Optronics Corp in exchange for an amount to be received monthly equal to the Daily Fed Funds Effective Rate less 1.50%. (14,768,938 ) 3/3/2016 Hon Hai Precision Industry Co Ltd. (107,734 ) Agreement with Morgan Stanley, dated 03/01/2010 to deliver the total return of the shares of Hon Hai Precision Industry Co Ltd in exchange for an amount to be received monthly equal to the Daily Fed Funds Effective Rate less 0.40%. (7,041,767 ) 3/3/2016 NEC Corporation (65,608 ) Agreement with Morgan Stanley, dated 03/01/2010 to deliver the total return of the shares of NEC Corporation in exchange for an amount to be received monthly equal to the Daily Fed Funds Effective Rate less 0.40%. The accompanying notes are an integral part of these unaudited financial statements. 13
SCHEDULE OF SWAP CONTRACTS (Unaudited) (continued)
Amount
Date
Unrealized
Gain/(Loss)
ACAP STRATEGIC FUND Notional Maturity March 31, 2014 Total Return Swap Contracts (continued) Electronic Components–Miscellaneous (continued) $ (11,150,988 ) 3/3/2016 Nippon Electric Glass Co Ltd. $ (780,206 ) Agreement with Morgan Stanley, dated 03/01/2010 to deliver the total return of the shares of Nippon Electric Glass Co Ltd in exchange for an amount to be received monthly equal to the Daily Fed Funds Effective Rate less 0.40%. (10,408,281 ) 3/3/2016 Samsung Electro-Mechanics Co Ltd. (517,675 ) Agreement with Morgan Stanley, dated 03/01/2010 to deliver the total return of the shares of Samsung Electro-Mechanics Co Ltd in exchange for an amount to be received monthly equal to the Daily Fed Funds Effective Rate less 0.52%. (10,734,763 ) 3/3/2016 Toshiba Corp. (102,718 ) Agreement with Morgan Stanley, dated 03/01/2010 to deliver the total return of the shares of Toshiba Corp in exchange for an amount to be received monthly equal to the Daily Fed Funds Effective Rate less 0.40%. (4,889,326 ) 3/3/2016 TPK Holding Co Ltd. (4,987 ) Agreement with Morgan Stanley, dated 03/01/2010 to deliver the total return of the shares of TPK Holding Co Ltd in exchange for an amount to be received monthly equal to the Daily Fed Funds Effective Rate less 9.86%. (1,118,821 ) 3/3/2016 Wintek Corp. 1,343 Agreement with Morgan Stanley, dated 03/01/2010 to deliver the total return of the shares of Wintek Corp in exchange for an amount to be received monthly equal to the Daily Fed Funds Effective Rate less 10.00%. (1,601,835 ) Electronic Components–Semiconductors—0.19% (3,295,080 ) 3/3/2016 Epistar Corp. 49,658 Agreement with Morgan Stanley, dated 03/01/2010 to deliver the total return of the shares of Epistar Corp in exchange for an amount to be received monthly equal to the Daily Fed Funds Effective Rate less 2.75%. (1,212,297 ) 3/3/2016 MediaTek Inc. 16,681 Agreement with Morgan Stanley, dated 03/01/2010 to deliver the total return of the shares of MediaTek Inc in exchange for an amount to be received monthly equal to the Daily Fed Funds Effective Rate less 1.25%. (2,745,320 ) 3/3/2016 Nippon Chemi-Con Corp. (162,482 ) Agreement with Morgan Stanley, dated 03/01/2010 to deliver the total return of the shares of Nippon Chemi-Con Corp in exchange for an amount to be received monthly equal to the Daily Fed Funds Effective Rate less 0.56%. The accompanying notes are an integral part of these unaudited financial statements. 14
SCHEDULE OF SWAP CONTRACTS (Unaudited) (continued)
Amount
Date
Unrealized
Gain/(Loss)
ACAP STRATEGIC FUND Notional Maturity March 31, 2014 Total Return Swap Contracts (continued) Electronic Components–Semiconductors (continued) $ 39,266,741 3/3/2016 Samsung Electronics Co Ltd. $ 1,896,975 Agreement with Morgan Stanley, dated 03/01/2010 to receive the total return of the shares of Samsung Electronics Co Ltd in exchange for an amount to be paid monthly equal to the Daily Fed Funds Effective Rate plus 0.90%. (16,430,874 ) 3/3/2016 SK Hynix Inc. 867,456 Agreement with Morgan Stanley, dated 03/01/2010 to deliver the total return of the shares of SK Hynix Inc in exchange for an amount to be received monthly equal to the Daily Fed Funds Effective Rate less 0.40%. 2,668,288 Finance–Investment Banker / Broker—0.00% (1,579,962 ) 3/3/2016 Bolsas y Mercados Espanoles SA (22,047 ) Agreement with Morgan Stanley, dated 03/01/2012 to deliver the total return of the shares of Bolsas y Mercados Espanoles SA in exchange for an amount to be received monthly equal to the Daily Fed Funds Effective Rate less 4.00%. Food–Retail—0.00% (7,442,376 ) 3/3/2016 Delhaize Group SA. (210,546 ) Agreement with Morgan Stanley, dated 03/01/2010 to deliver the total return of the shares of Delhaize Group SA in exchange for an amount to be received monthly equal to the Daily Fed Funds Effective Rate less 0.40%. (9,084,360 ) 3/3/2016 Koninklijke Ahold NV 485,839 Agreement with Morgan Stanley, dated 01/01/2012 to deliver the total return of the shares of Koninklijke Ahold NV in exchange for an amount to be received monthly equal to the Daily Fed Funds Effective Rate less 0.40%. (20,221,455 ) 12/11/2014 Tesco PLC (200,963 ) Agreement with Morgan Stanley, dated 12/08/2012 to deliver the total return of the shares of Tesco PLC in exchange for an amount to be received monthly equal to the Daily Fed Funds Effective Rate less 0.40%. (6,160,565 ) 12/11/2014 WM Morrison Supermarkets PLC (88,927 ) Agreement with Morgan Stanley, dated 12/08/2012 to deliver the total return of the shares of WM Morrison Supermarkets PLC in exchange for an amount to be received monthly equal to the Daily Fed Funds Effective Rate less 0.40%. (14,597 ) The accompanying notes are an integral part of these unaudited financial statements. 15
SCHEDULE OF SWAP CONTRACTS (Unaudited) (continued)
Amount
Date
Unrealized
Gain/(Loss)
ACAP STRATEGIC FUND Notional Maturity March 31, 2014 Total Return Swap Contracts (continued) Hotels & Motels—(0.02%) $ 31,263,980 12/11/2014 Whitbread PLC $ (226,925 ) Agreement with Morgan Stanley, dated 12/08/2012 to receive the total return of the shares of Whitbread PLC in exchange for an amount to be paid monthly equal to the Daily Fed Funds Effective Rate plus 0.65%. Internet Content–Entertainment—(0.01%) (3,453,411 ) 3/3/2016 Gree Inc (95,494 ) Agreement with Morgan Stanley, dated 03/01/2010 to deliver the total return of the shares of Gree Inc in exchange for an amount to be received monthly equal to the Daily Fed Funds Effective Rate less 12.00%. Metal Processors & Fabrication—0.00% (5,420,341 ) 3/3/2016 Catcher Technology Co Ltd 40,438 Agreement with Morgan Stanley, dated 03/01/2010 to deliver the total return of the shares of Catcher Technology Co Ltd in exchange for an amount to be received monthly equal to the Daily Fed Funds Effective Rate less 7.00%. Office Automation & Equipment—(0.01%) (10,667,513 ) 3/3/2016 Ricoh Co Ltd (194,263 ) Agreement with Morgan Stanley, dated 03/01/2010 to deliver the total return of the shares of Ricoh Co Ltd in exchange for an amount to be received monthly equal to the Daily Fed Funds Effective Rate less 0.40%. Photo Equipment & Supplies—0.00% (4,304,177 ) 3/3/2016 Largan Precision Co Ltd (77,177 ) Agreement with Morgan Stanley, dated 03/01/2010 to deliver the total return of the shares of Largan Precision Co Ltd in exchange for an amount to be received monthly equal to the Daily Fed Funds Effective Rate less 4.50%. (10,416,163 ) 3/3/2016 Nikon Corp 81,213 Agreement with Morgan Stanley, dated 03/01/2010 to deliver the total return of the shares of Nikon Corp in exchange for an amount to be received monthly equal to the Daily Fed Funds Effective Rate less 0.40%. 4,036 Publishing–Periodicals—0.00% (1,915,523 ) 12/11/2014 UBM PLC (7,911 ) Agreement with Morgan Stanley, dated 12/08/2012 to deliver the total return of the shares of UBM PLC in exchange for an amount to be received monthly equal to the Daily Fed Funds Effective Rate less 0.40%. The accompanying notes are an integral part of these unaudited financial statements. 16
SCHEDULE OF SWAP CONTRACTS (Unaudited) (continued)
Amount
Date
Unrealized
Gain/(Loss)
ACAP STRATEGIC FUND Notional Maturity March 31, 2014 Total Return Swap Contracts (continued) Retail–Discount—0.00% $ 8,959,392 12/11/2014 Poundland Group PLC $ 3,777 Agreement with Morgan Stanley, dated 12/08/2012 to receive the total return of the shares of Poundland Group PLC in exchange for an amount to be paid monthly equal to the Daily Fed Funds Effective Rate plus 0.65%. Retail–Drug Stores—0.01% 1,925,240 5/28/2015 RAIA Drogasil SA 190,615 Agreement with Morgan Stanley, dated 05/28/2013 to receive the total return of the shares of RAIA Drogasil SA in exchange for an amount to be paid monthly equal to the Daily Fed Funds Effective Rate plus 0.65%. Retail–Restaurants—(0.01%) 6,934,899 3/3/2016 Gourmet Master Co Ltd (89,717 ) Agreement with Morgan Stanley, dated 03/01/2010 to receive the total return of the shares of Gourmet Master Co Ltd in exchange for an amount to be paid monthly equal to the Daily Fed Funds Effective Rate plus 1.25%. Semiconductor Components–Integrated Circuits—0.03% (7,344,558 ) 3/3/2016 Novatek Microelectronics Corp (81,088 ) Agreement with Morgan Stanley, dated 03/01/2010 to deliver the total return of the shares of Novatek Microelectronics Corp in exchange for an amount to be received monthly equal to the Daily Fed Funds Effective Rate less 3.83%. (6,976,501 ) 3/3/2016 Powertech Technology Inc 11,349 Agreement with Morgan Stanley, dated 03/01/2010 to deliver the total return of the shares of Powertech Technology Inc in exchange for an amount to be received monthly equal to the Daily Fed Funds Effective Rate less 3.49%. 83,898,202 3/3/2016 QUALCOMM Inc 589,248 Agreement with Morgan Stanley, dated 03/01/2012 to receive the total return of the shares of QUALCOMM Inc in exchange for an amount to be paid monthly equal to the Daily Fed Funds Effective Rate plus 0.45%. (5,132,255 ) 3/3/2016 Realtek Semiconductor Corp (85,171 ) Agreement with Morgan Stanley, dated 03/01/2010 to deliver the total return of the shares of Realtek Semiconductor Corp in exchange for an amount to be received monthly equal to the Daily Fed Funds Effective Rate less 2.50%. The accompanying notes are an integral part of these unaudited financial statements. 17
SCHEDULE OF SWAP CONTRACTS (Unaudited) (continued)
Amount
Date
Unrealized
Gain/(Loss)
ACAP STRATEGIC FUND Notional Maturity March 31, 2014 Total Return Swap Contracts (continued) Semiconductor Components–Integrated Circuits (continued) $ (1,082,031 ) 3/3/2016 United Microelectronics Corp $ 103 Agreement with Morgan Stanley, dated 03/01/2010 to deliver the total return of the shares of United Microelectronics Inc in exchange for an amount to be received monthly equal to the Daily Fed Funds Effective Rate less 1.30%. 434,441 Television—0.02% 6,668,588 3/3/2016 Nippon Television Holdings Inc 242,923 Agreement with Morgan Stanley, dated 03/01/2010 to receive the total return of the shares of Nippon Television Holdings Inc in exchange for an amount to be paid monthly equal to the Daily Fed Funds Effective Rate plus 0.60%. Web Portals / ISP—(0.08%) 47,542,740 3/3/2016 Google Inc, Class A (733,320 ) Agreement with Morgan Stanley, dated 03/01/2012 to receive the total return of the shares of Google Inc, Class A in exchange for an amount to be paid monthly equal to the Daily Fed Funds Effective Rate plus 0.45%. 17,764,962 3/3/2016 NAVER Corp (334,056 ) Agreement with Morgan Stanley, dated 03/01/2010 to receive the total return of the shares of NAVER Corp in exchange for an amount to be paid monthly equal to the Daily Fed Funds Effective Rate plus 0.90%. (1,067,376 ) Wireless Equipment—0.05% 10,451,899 3/3/2016 Samsung SDI Co Ltd 733,475 Agreement with Morgan Stanley, dated 03/01/2010 to receive the total return of the shares of Samsung SDI Co Ltd in exchange for an amount to be paid monthly equal to the Daily Fed Funds Effective Rate plus 0.90%. Total Swap Contracts $ (1,405,537 ) The accompanying notes are an integral part of these unaudited financial statements. 18
SCHEDULE OF SWAP CONTRACTS (Unaudited) (continued)
Amount
Date
Unrealized
Gain/(Loss)
ACAP STRATEGIC FUND Swap Contracts – By Industry March 31, 2014 Audio / Video Products (0.04 %) Building Products – Doors & Windows (0.01 %) Capacitors (0.02 %) Chemical – Diversified 0.00 % Computers (0.03 %) Computers – Peripheral Equipment (0.01 %) Electric Products – Miscellaneous (0.05 %) Electronic Components – Miscellaneous (0.11 %) Electronic Components – Semiconductors 0.19 % Finance – Investment Banker / Broker 0.00 % Food – Retail 0.00 % Hotels & Motels (0.02 %) Internet Content – Entertainment (0.01 %) Metal Processors & Fabrication 0.00 % Office Automation & Equipment (0.01 %) Photo Equipment & Supplies 0.00 % Publishing – Periodicals 0.00 % Retail – Discount 0.00 % Retail – Drug Stores 0.01 % Retail – Restaurants (0.01 %) Semiconductor Components – Integrated Circuits 0.03 % Television 0.02 % Web Portals / ISP (0.08 %) Wireless Equipment 0.05 % Total Swap Contracts (0.10 %) The accompanying notes are an integral part of these unaudited financial statements. 19
SCHEDULE OF SWAP CONTRACTS (Unaudited) (concluded)
Percentage of
Net Assets (%)
ACAP STRATEGIC FUND For the Six Months Ended Investment Income Dividends (net of foreign withholding tax of $157,501) $ 6,725,520 Interest 738,037 Total investment income 7,463,557 Expenses Management fees 13,327,767 Stock loan fees 5,151,320 Dividends on securities sold, not yet purchased 4,323,402 Shareholder servicing fees 1,662,728 Administration fees 539,306 Professional fees 400,665 Incentive Fee 286,519 Transfer agent fees 172,223 Custody fees 158,257 Registration fees 69,578 Insurance expense 66,562 Trustees’ fees 22,499 Interest expense 4,571 Miscellaneous expense 273,982 Total expenses 26,459,379 Net investment loss (18,995,822 ) Realized and unrealized gain/(loss) from investment activities, foreign currency transactions and total return swaps Realized gain/(loss) from investment activities, foreign currency transactions and total return swaps Investment securities 62,344,365 Securities sold, not yet purchased (38,442,926 ) Foreign currency transactions (476,355 ) Total return swaps 21,942,962 Net realized gain/(loss) from investment activities, foreign currency transactions and total return swaps 45,368,046 Net change in unrealized gain/(loss) from investment activities and foreign currency transactions (23,353,194 ) Net change in unrealized gain/(loss) of total return swaps (3,544,811 ) Net change in unrealized gain/(loss) from investment activities, foreign currency transactions and total return swaps (26,898,005 ) Net realized and unrealized gain/(loss) from investment activities, foreign currency transactions and total return swaps 18,470,041 Net decrease in net assets resulting from operations $ (525,781 ) The accompanying notes are an integral part of these unaudited financial statements. 20
STATEMENT OF OPERATIONS (Unaudited)
March 31, 2014
ACAP STRATEGIC FUND For the Six Months Ended For the Eleven Months Ended From operations: Net investment loss $ (18,995,822 ) $ (61,506,410 ) Net realized gain/(loss) from investment activities, foreign currency transactions and total return swaps 45,368,046 26,769,046 Net change in unrealized gain/(loss) from investment activities, foreign currency transactions and total return swaps (26,898,005 ) 183,062,628 Net increase/(decrease) in net assets resulting from operations (525,781 ) 148,325,264 Distributions to shareholders: From net realized gain ($0.06473 per share) (6,239,719 ) — Net decrease in net assets resulting from distributions to shareholders (6,239,719 ) — From transactions in shares: Net proceeds from sale of shares 306,741,023 384,356,513 Reinvestment of distributions 5,746,559 — Cost of shares repurchased (41,479,574 ) (89,914,361 ) Net increase in net assets from transactions in shares 271,008,008 294,442,152 Net increase in net assets 264,242,508 442,767,416 Net assets at beginning of period 1,137,348,632 694,581,216 Net assets at end of period $ 1,401,591,140 $ 1,137,348,632 Accumulated Undistributed Net Investment Loss $ (124,396,473 ) $ (105,400,651 ) The accompanying notes are an integral part of these unaudited financial statements. 21
STATEMENT OF CHANGES IN NET ASSETS (Unaudited)
March 31, 2014
September 30, 2013
ACAP STRATEGIC FUND 1. Organization ACAP Strategic Fund (the “Fund”) was organized as a Delaware statutory trust in June 2009. The Fund commenced operations on March 1, 2010. The Fund is registered under the Investment Company Act of 1940 (the “1940 Act”) as a non-diversified, closed-end management investment company. The Fund operates as an interval fund under Rule 23c-3 of the 1940 Act and, as such, offers to repurchase between 5% – 25% of its outstanding Shares at their net asset value as of or prior to the end of each fiscal quarter. SilverBay Capital Management LLC serves as the investment adviser of the Fund (the “Adviser”). The Adviser is controlled by its managing member, Alkeon Capital Management, LLC (“Alkeon”). Each of the Adviser and Alkeon is registered with the SEC as an investment adviser. The Fund’s investment objective is to achieve maximum capital appreciation. The Fund pursues this objective by investing its assets primarily in equity securities of U.S. and foreign companies that the Adviser believes are well positioned to benefit from demand for their products or services, including companies that can innovate or grow rapidly relative to their peers in their markets. The Fund also pursues its objective by effecting short sales of securities when the Adviser believes that the market price of a security is above its estimated intrinsic or fundamental value. The Fund may also borrow money for investment purposes, i.e., leverage its assets. The use of short sales and leverage are speculative investment practices and involve a high degree of risk. The Fund is authorized to issue an unlimited number of Shares of beneficial interest (“Shares”), $0.001 par value. The minimum initial investment in the Fund by an investor is $100,000, subject to reduction at the discretion of an investor’s broker, dealer or other financial intermediary, but not below $50,000. Minimum subsequent investments must be at least $10,000 (in each case, including a sales load if applicable). Investors may be charged a sales load up to a maximum of 3% on the amount they invest. The specific amount of the sales load is not fixed and will be determined by the investor and its broker, dealer or other financial intermediary. Shares may only be purchased through, and with funds drawn on, an investor’s brokerage account with Mainsail Group, L.L.C. (the “Underwriter”) or with brokers or dealers retained by the Underwriter to act as selling agents to assist in the distribution of Shares (“Selling Agents”). Shares of the Fund may be purchased only by investors who certify to the Fund or its agents that they have a net worth of more than $2,000,000 (excluding the value of the primary residence of such person and any debt secured by such property up to its current market value). As an interval fund, the Fund has adopted a fundamental policy to offer to repurchase at least 5% of its outstanding Shares at their net asset value at regular intervals. Currently, the Fund intends to offer to repurchase 25% of its outstanding Shares as of or prior to the end of each fiscal quarter. However, repurchase offers in excess of 5% of the Fund’s outstanding Shares for any particular fiscal quarter are entirely within the discretion of the Board of Trustees of the Fund (the “Board”) and, as a result, there can be no assurance that the Fund will make repurchase offers for amounts in excess of 5% of the outstanding Shares for any particular fiscal quarter. The Board has overall responsibility for the management and supervision of the operations of the Fund. The Board has delegated responsibility for management of the Fund’s day-to-day operations to the Adviser. The Board exercises the same powers, authority and responsibilities on behalf of the Fund as are customarily exercised by the board of directors of a registered investment company organized as a corporation. The persons comprising the Board (the “Trustees”) are not required to invest in the Fund or to own Shares. A majority of the Trustees are persons who are not “interested persons” (as defined in the 1940 Act) of the Fund (the “Independent Trustees”). The Independent Trustees perform the same functions for the Fund as are customarily exercised by the non-interested directors of a registered investment company organized as a corporation. 2. Significant Accounting Policies The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires (hereafter referred to as “authoritative guidance”) the Adviser to make estimates 22
NOTES TO FINANCIAL STATEMENTS—MARCH 31, 2014 (Unaudited)
ACAP STRATEGIC FUND 2. Significant Accounting Policies (continued) and assumptions in determining 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 revenues and expenses during the reporting period. The Adviser believes that the estimates utilized in preparing the Fund’s financial statements are reasonable and prudent; however, actual results could differ from these estimates. In June 2013, the FASB issued ASU No. 2013-08, Financial Services—Investment Companies (Topic 946): Amendments to the Scope, Measurement, and Disclosure Requirements (“ASU 2013-08”). ASU 2013-08 changes the approach to the assessment of whether a company is an investment company, clarifies the characteristics of an investment company, provides comprehensive guidance for the investment company assessment and contains certain disclosure requirements. ASU 2013-08 is effective for interim and annual reporting periods in fiscal years that begin after December 15, 2013. Earlier application is prohibited. We do not believe the adoption of ASU 2013-08 will have a material impact on our financial statements. The following is a summary of the significant accounting policies of the Fund: a. Revenue Recognition Securities transactions, including related revenue and expenses, are recorded on a trade date basis. Dividends are recorded on the ex-dividend date, net of foreign withholding tax. Interest income and expense are recorded on the accrual basis. The Fund amortizes premium and accretes discount on bonds using the effective yield method. b. Portfolio Valuation The value of the net assets of the Fund is determined on each business day as of the close of regular business of the NYSE in accordance with the procedures set forth below or as may be determined from time to time pursuant to policies established by the Board. Domestic exchange traded equity securities (other than options) other than those that trade on NASDAQ are valued at their last reported composite sale prices as reported on such exchanges or, in the absence of any reported sale on a particular day, at their composite bid prices (for securities held long) or their composite ask prices (for securities sold short), as reported by such exchanges. Securities traded on NASDAQ are valued: (i) at the NASDAQ Official Closing Price (“NOCP”) (which is the last trade price at or before 4:00 p.m. (EST) adjusted up to NASDAQ’s best offer price if the last trade is below such bid and down to NASDAQ’s best offer price if the last trade is above such offer price); (ii) if no NOCP is available, at the last sale price on NASDAQ prior to the calculation of the Fund’s net asset value; (iii) if no sale is shown on NASDAQ, at the bid price; or (iv) if no sale is shown and no bid price is available for a period of seven business days, the price will be deemed “stale” and the value will be determined at fair value. Securities traded on a foreign securities exchange are valued at their last sale prices on the exchange where the securities are primarily traded, or in the absence of a reported sale on a particular day, at their bid prices (in the case of securities held long) or ask prices (in the case of securities sold short) as reported by that exchange. Total return swaps on equity securities are generally valued based upon the price for the reference asset, as determined in the manner specified above. Other securities for which market quotations are readily available are valued at their bid prices (or ask prices in the case of securities sold short) as obtained from one or more dealers making markets for those securities. If market quotations are not readily available, securities and other assets will be valued at fair value as determined in good faith by the Adviser under the supervision of the Board in accordance with authoritative guidance. 23
NOTES TO FINANCIAL STATEMENTS—MARCH 31, 2014 (Unaudited) (continued)
ACAP STRATEGIC FUND 2. Significant Accounting Policies (continued) b. Portfolio Valuation (continued) Debt securities (other than convertible securities) are valued in accordance with the procedures described above, which with respect to these securities may include the use of valuations furnished by a pricing service which employs a matrix to determine valuations for normal institutional size trading units. The Adviser monitors the reasonableness of valuations provided by the pricing service. If in the view of the Adviser, the bid price of a listed option or debt security (or ask price in the case of any such security sold short) does not fairly reflect the market value of the security, the security may be valued at fair value in good faith pursuant to procedures adopted by the Board. All assets and liabilities initially expressed in foreign currencies are converted into U.S. dollars using foreign exchange rates provided by a pricing service compiled as of 4:00 p.m. London time. Trading in foreign securities generally is completed, and the values of foreign securities are determined prior to the close of securities markets in the U.S. Foreign exchange rates are also determined prior to such close. On occasion, the values of foreign securities and exchange rates may be materially affected by events occurring before the Fund calculates its net asset value but after the close of the primary markets or exchanges on which foreign securities are traded. These intervening events might be country-specific (e.g., natural disaster, economic or political developments, interest-rate change), issuer-specific (e.g., earnings report, merger announcement), or U.S. market specific (e.g., a significant movement in the U.S. markets that is deemed to affect the value of foreign securities). When such an event materially affects the values of securities held by the Fund or its liabilities (including foreign securities for which there is a readily available market price), such securities and liabilities may be valued at fair value, taking into account the aforementioned factors, in good faith pursuant to procedures adopted by the Board. The Fund follows authoritative guidance for fair value measurement. The guidance establishes a framework for measuring fair value and a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. The guidance establishes three levels of inputs that may be used to measure fair value. Various inputs are used in determining the value of the Fund’s investments. These inputs are summarized in the three broad levels listed below. Level 1—observable market inputs that are unadjusted quoted prices for identical assets or liabilities in active markets. Level 2—other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.). Level 3—significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments). The Fund recognizes transfers into and out of levels indicated above at the end of the reporting period. There were no such transfers during the six months ended March 31, 2014. The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in these securities. Additional information on the investments can be found in the Schedule of Investments, the Schedule of Securities Sold, Not Yet Purchased and the Schedule of Swap Contracts. The Financial Accounting Standards Board (“FASB”) issued Codification Accounting Standards Update No. 2011-04, Fair Value Measurement (Topic 820): Amendments to Active Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs (“ASU 2011-04). ASU 2011-04 expands the qualitative and quantitative fair value disclosure requirements for fair value measurements categorized in Level 3 of the fair value hierarchy and requires a description of the valuation processes in place and a description of the sensitivity of the fair value to changes in unobservable inputs and 24
NOTES TO FINANCIAL STATEMENTS—MARCH 31, 2014 (Unaudited) (continued)
ACAP STRATEGIC FUND 2. Significant Accounting Policies (continued) b. Portfolio Valuation (continued) interrelationships between those inputs if a change in those inputs would result in a significantly different fair value measurement. The adoption of ASU 2011-04 did not have a material impact on the Fund’s financial statements. The following is a summary of the inputs used, as of March 31, 2014, in valuing the Fund’s investments at fair value. Level 1 Level 2 Level 3 Balance Assets Common Stock $ 1,703,358,358 $ — $ — $ 1,703,358,358 Liabilities Common Stock $ 501,935,159 $ — $ — $ 501,935,159 Total Return Swaps — 1,405,537 — 1,405,537 Total Liabilities $ 501,935,159 $ 1,405,537 $ — $ 503,340,696 c. Cash and Cash Equivalents The Fund considers all financial instruments that mature within three months of the date of purchase as cash equivalents. At March 31, 2014, $128,123,819 in cash equivalents were held in a BNY Mellon Money Market Account, including foreign currency with a U.S. Dollar value of $551,528. Amounts may at times exceed federally insured limits. d. Dividends and Distributions Dividends and distributions to shareholders are recorded on the ex-dividend date. Income and capital gains distributions are determined in accordance with federal tax regulations and may differ from those determined in accordance with authoritative guidance. To the extent these differences are permanent, such amounts are reclassified within the capital account based on their federal tax basis treatment; temporary differences do not require such reclassification. e. Income Taxes Each year the Fund intends to operate in a manner to qualify as, and has elected to be treated as, a regulated investment company under Subchapter M of the Internal Revenue Code of 1986 (the “Code”), as amended. To qualify as a regulated investment company, the Fund must comply with certain requirements relating to, among other things, the sources of its income and diversification of its assets. If the Fund so qualifies and distributes each year to its shareholders at least 90% of its investment company taxable income (generally including ordinary income and net short-term capital gain, but not net capital gain, which is the excess of net long-term capital gain over net short-term capital loss) and meets certain other requirements, it will not be required to pay federal income taxes on any income it distributes to shareholders. The Fund intends to distribute at least the minimum amount necessary to satisfy the 90% distribution requirement. The Fund will not be subject to federal income tax on any net capital gain distributed to shareholders. Foreign securities held by the Fund may be subject to foreign taxation on dividend income received. The Fund may be subject to a tax imposed on net realized gains on securities of certain foreign countries. The Fund records an estimated deferred tax liability for net unrealized gains on these securities in an amount that would be payable if the securities were disposed of on the valuation date. At March 31, 2014, the Fund had no deferred tax liability. It is the Fund’s policy to meet the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute substantially all of its investment company taxable income and 25
NOTES TO FINANCIAL STATEMENTS—MARCH 31, 2014 (Unaudited) (continued)
March 31, 2014
ACAP STRATEGIC FUND 2. Significant Accounting Policies (continued) e. Income Taxes (continued) net realized gains, if any, to shareholders. Therefore, no provisions for federal income or excise taxes are required. f. Due to/from Broker Due to/from broker consists of U.S. dollar cash balances held at the Fund’s prime brokers (Morgan Stanley & Co., Inc. and Credit Suisse Securities (USA) LLC). The Fund is charged interest on cash it borrows at agreed upon rates with its prime brokers. The amount due from broker primarily represents receivables for funds held by the broker which result from proceeds of short sales and cash proceeds from the unwind of swap positions. It is the Fund’s policy to monitor the credit standing of the broker and other financial institutions with which it conducts business. 3. Management Fee In consideration of management services provided by the Adviser and for services provided by the Adviser or an affiliate for certain administrative services, the Fund pays the Adviser a monthly management fee computed at the annual rate of 2.00% of the Fund’s average daily net assets (the “Management Fee”), which is due and payable in arrears within five business days after the end of each month. This fee is accrued daily as an expense to be paid out of the Fund’s assets and has the effect of reducing the net asset value of the Fund. During the six months ended March 31, 2014, Management Fees totaled $13,327,767, of which $2,527,692 remained payable to the Adviser at the end of the reporting period and is included on the Statement of Assets and Liabilities. 4. Incentive Fee The Fund also pays the Adviser a performance-based incentive fee (the “Incentive Fee”). The Incentive Fee is determined as of the end of the fiscal year in an amount equal to 20% of the amount by which the Fund’s net profits for all Fiscal Periods (defined below) exceed the balance of the loss carryforward account (described below), without duplication for any Incentive Fees paid during such fiscal year. The Fund also pays the Adviser the Incentive Fee in the event a Fiscal Period is triggered in connection with a Share repurchase offer by the Fund. For purposes of calculating the Incentive Fee, net profits means the amount by which: (a) the net assets of the Fund as of the end of a Fiscal Period, increased by the dollar amount of Shares repurchased during the Fiscal Period (excluding Shares to be repurchased as of the last day of the Fiscal Period after determination of the Incentive Fee) and by the amount of dividends and other distributions paid to shareholders during the Fiscal period and not reinvested in additional Shares (excluding any dividends and other distributions to be paid as of the last day of the Fiscal Period), exceeds (b) the net assets of the Fund as of the beginning of the Fiscal Period, increased by the dollar amount of Shares issued during the Fiscal Period (excluding any Shares issued in connection with the reinvestment of dividends and other distributions paid by the Fund). Net assets means the total value of all assets of the Fund, less an amount equal to all accrued debts, liabilities and obligations of the Fund, determined in accordance with the valuation and accounting policies and procedures of the Fund. Fiscal Period means each period ending on the Fund’s fiscal year-end, provided that whenever the Fund conducts a Share repurchase offer, the period of time from the last Fiscal Period-end through the effective date of the repurchase offer also constitutes a Fiscal Period. The Incentive Fee is payable for a Fiscal Period only if there is no positive balance in the Fund’s loss carryforward account. The loss carryforward account is an account that is credited as of the end of each Fiscal Period with the amount of any net loss of the Fund for that Fiscal Period and will be debited (but 26
NOTES TO FINANCIAL STATEMENTS—MARCH 31, 2014 (Unaudited) (continued)
ACAP STRATEGIC FUND 4. Incentive Fee (continued) not below zero) with the amount of any net profits of the Fund for that Fiscal Period. This is sometimes known as a “high water mark.” The loss carryforward account is also reduced by: (i) the payment by the Fund of any dividend or other distribution to Shareholders (unless the full amount thereof is reinvested in Shares of the Fund); and (ii) any repurchase by the Fund of its Shares. During the six months ended March 31, 2014, earned incentive amounted to $286,519, all of which remained payable at the end of the reporting period and is included in the accompanying Statement of Assets and Liabilities. 5. Shareholder Servicing Fee Under the terms of the distribution agreement with the Fund, the Fund pays ongoing shareholder servicing fees to the Underwriter to compensate it for providing, or arranging for the provision of, ongoing investor services and account maintenance services to investors in the Fund. The Underwriter may retain all or a portion of these payments. These fees are accrued daily and paid monthly in an amount not to exceed, in the aggregate, 0.25% (on an annualized basis) of the net asset value of the Fund. During the six months ended March 31, 2014, Shareholder Servicing Fees amounted to $1,662,728. At March 31, 2014, $315,508 remained payable and is included in the accompanying Statement of Assets and Liabilities. 6. Administration Fee, Related Party and Other BNY Mellon Investment Servicing (US) Inc. (“BNY Mellon”) serves as the Fund’s administrator and provides various administration, fund accounting, investor accounting and taxation services to the Fund. BNY Mellon also provides transfer agency services to the Fund. In consideration of the administration and accounting services, the Fund pays BNY Mellon a monthly asset-based fee which is not anticipated to exceed .08% of the Fund’s average net assets. The Fund also reimburses BNY Mellon for certain out-of-pocket expenses. The Bank of New York Mellon (the “Custodian”) serves as the primary custodian of the Fund’s assets, and may maintain custody of the Fund’s assets with domestic and foreign sub-custodians (which may be banks, trust companies, securities depositories and clearing agencies), approved by the Board in accordance with the requirements set forth in Section 17(f) of the 1940 Act and the rules adopted thereunder. Assets of the Fund are not held by the Adviser or commingled with the assets of other accounts other than to the extent that securities are held in the name of a custodian in a securities depository, clearing agency or omnibus customer account of a custodian. Mainsail Group, L.L.C. (previously defined as the “Underwriter”), an underwriter under the federal securities laws, serves as underwriter of the Fund’s Shares on a best efforts basis. Pursuant to the terms of the underwriter’s distribution agreement with the Fund, the Underwriter may retain unaffiliated brokers or dealers (i.e. “Selling Agents”) to assist in the distribution of Shares. For the six months ended March 31, 2014, the Underwriter did not receive compensation from the Fund. Each Independent Trustee receives an annual retainer of $15,000 plus reimbursement of reasonable out of pocket expenses. Trustees who are “interested persons” do not receive any annual or other fee from the Fund. Trustees who are “interested persons” are reimbursed by the Fund for all reasonable out-of- pocket expenses incurred in performing their duties. The Officers of the Fund serve without compensation. 7. Indemnifications and Financial Guarantees The Fund has entered into several contracts that contain routine indemnification clauses. The Fund’s maximum exposure under these arrangements is unknown, as this would involve future claims that may 27
NOTES TO FINANCIAL STATEMENTS—MARCH 31, 2014 (Unaudited) (continued)
ACAP STRATEGIC FUND 7. Indemnifications and Financial Guarantees (continued) be made against the Fund that have not yet occurred. The Fund has had no claims or payments pursuant to these or prior agreements, and the Fund believes the likelihood of a claim being made is remote. 8. Securities Transactions Aggregate purchases and sales of investment securities for the six months ended March 31, 2014, amounted to $1,238,289,285 and $948,066,490, respectively. Aggregate proceeds received and paid for securities sold, not yet purchased for the six months ended March 31, 2014, amounted to $581,366,595 and $521,354,117, respectively. 9. Borrowings The Fund is authorized to borrow money for investment purposes, to meet repurchase requests and for liquidity purposes. Borrowings by the Fund (which do not include securities sold, not yet purchased and derivative transactions), subject to limitations of the 1940 Act, will not exceed 331/3 percent of the Fund’s total assets. Purchasing equity securities on margin involves an initial cash requirement representing at least 50% of the underlying security’s value with respect to transactions in U.S. markets and varying (typically lower) percentages with respect to transactions in foreign markets. Borrowings to purchase equity securities typically will be secured by the pledge of those securities. Borrowing for investment purposes (a practice known as “leverage”) is a speculative investment practice and involves certain risks. Although leverage can increase investment returns if the Fund earns a greater return on the investments purchased with borrowed funds than it pays for the use of those funds, the use of leverage will decrease investment returns if the Fund fails to earn as much on investments purchased with borrowed funds as it pays for the use of those funds. The use of leverage will therefore magnify the impact of changes in the value of investments held by the Fund on the Fund’s net asset value and thus can increase the volatility of the Fund’s net asset value per Share. The Adviser expects that the Fund’s investment program will make frequent use of leverage. For the six months ended March 31, 2014, the average daily amount of such borrowings was $907,527 and the daily weighted average annualized interest rate was 1.01%. 10. Transactions in Shares Transactions in Shares were as follows: For the Six Months Ended Shares at the beginning of the period 87,074,958 Shares sold 22,643,193 Shares reinvested 415,514 Shares repurchased (3,088,046 ) Net increase (decrease) 19,970,661 Shares at the end of the period 107,045,619 As of March 31, 2014, the Investment Adviser and its affiliates own 10,203.315 shares of the Fund. 11. Principal and Non-Principal Fund Investment Practices and Their Risks Although the Fund’s principal investment strategy is to invest primarily in equity securities of U.S. and foreign companies, the Fund may invest its assets in other types of securities and in other asset classes 28
NOTES TO FINANCIAL STATEMENTS—MARCH 31, 2014 (Unaudited) (continued)
March 31, 2014 Shares
ACAP STRATEGIC FUND 11. Principal and Non-Principal Fund Investment Practices and Their Risks (continued) when, in the judgment of the Adviser (subject to any policies established by the Board), such investments present opportunities for the Fund to achieve maximum capital appreciation, taking into account the availability of equity investment opportunities, market conditions, the relative risk/reward analysis of other investments compared to equity securities, and such other considerations as the Adviser deems appropriate. Authoritative guidance on disclosures about derivative instruments and hedging activities requires qualitative disclosures about objectives and strategies for using derivatives, quantitative disclosures about fair value amounts of gains and losses on derivative instruments and disclosures about credit-risk-related contingent features in derivative agreements. The realized gain/(loss) on swap contracts and foreign currency transactions is reflected on the Statement of Operations within these financial statements. The net change in unrealized appreciation/(depreciation) on swap contracts is reflected on the Statement of Operations and Schedule of Swap Contracts within these financial statements. The net change in unrealized appreciation/(depreciation) on foreign currency transactions is reflected on the Statement of Operations within these financial statements as a component of the net change in unrealized appreciation/(depreciation) from investment activities and foreign currency transactions. Option contracts serve as components of the Fund’s investment strategies and are utilized to structure investments to enhance the performance of the Fund. a. Bonds and Other Fixed-Income Securities The Fund may invest without limit in high quality fixed-income securities for temporary defensive purposes and to maintain liquidity. For these purposes, “fixed-income securities” are bonds, notes and debentures issued by corporations; debt securities issued or guaranteed by the U.S. Government or one of its agencies or instrumentalities (“U.S. Government Securities”) or by a foreign government; municipal securities; and mortgage-backed and asset-backed securities. These securities may pay fixed, variable or floating rates of interest, and may include zero coupon obligations. Fixed-income securities are subject to the risk of the issuer’s inability to meet principal and interest payments on its obligations (i.e., credit risk) and are subject to price volatility due to such factors as interest rate sensitivity, market perception of the credit worthiness of the issuer and general market liquidity (i.e., market risk). The Fund may also invest in both investment grade and non-investment grade debt securities. Investment grade debt securities are securities that have received a rating from at least one nationally recognized statistical rating organization (“NRSRO”) in one of the four highest rating categories or, if not rated by any NRSRO, have been determined by the Adviser to be of comparable quality. Non-investment grade debt securities (typically called “junk bonds”) are securities that have received a rating from an NRSRO of below investment grade or have been given no rating, and are considered by the NRSRO to be predominantly speculative with respect to the issuer’s capacity to pay interest and repay principal. Non-investment grade debt securities in the lowest rating categories may involve a substantial risk of default or may be in default. Adverse changes in economic conditions or developments regarding the individual issuer are more likely to cause price volatility and weaken the capacity of the issuers of non- investment grade debt securities to make principal and interest payments than is the case for higher grade debt securities. An economic downturn affecting an issuer of non-investment grade debt securities may result in an increased incidence of default. In addition, the market for lower grade debt securities may be thinner and less active than for higher grade debt securities. The Fund does not expect to invest more than 15% of its net assets in non-convertible debt securities. The Fund’s investments in non-investment grade debt securities, if any, are not expected to exceed 5% of its net assets. There was no activity of bonds and other fixed-income securities in the Fund during the six months ended March 31, 2014. 29
NOTES TO FINANCIAL STATEMENTS—MARCH 31, 2014 (Unaudited) (continued)
ACAP STRATEGIC FUND 11. Principal and Non-Principal Fund Investment Practices and Their Risks (continued) b. Exchange Traded Funds and Other Similar Instruments The Fund may purchase retail Shares of exchange-traded funds that are registered under the 1940 Act (“ETFs”) and retail Shares of similar investment vehicles that are not registered under the 1940 Act (together with the ETFs, “Traded Funds”) and effect short sales of these Shares. Transactions in Traded Funds may be used in seeking maximum capital appreciation or for hedging purposes. Typically, a Traded Fund holds a portfolio of common stocks designed to track the performance of a particular index or a “basket” of stocks of companies within a particular industry sector or group. Traded Funds sell and redeem their Shares at net asset value in large blocks (typically 50,000 Shares) called “creation units.” Shares representing fractional interests in these creation units are listed for trading on national securities exchange and can be purchased and sold in the secondary market in lots of any size at any time during the trading day (i.e., retail Shares). Investments in Traded Funds involve certain inherent risks generally associated with investments in a broadly-based portfolio of stocks including risks that the general level of stock prices may decline, thereby adversely affecting the value of each unit of the Traded Funds. In addition, a Traded Fund may not fully replicate the performance of its benchmark index because of the temporary unavailability of certain index securities in the secondary market or discrepancies between the Traded Fund and the index with respect to the weighting of securities or number of stocks held. Because Traded Funds bear various fees and expenses, the Fund’s investment in these instruments will involve certain indirect costs, as well as transaction costs, such as brokerage commissions. The Adviser considers the expenses associated with an investment in determining whether to invest in a Traded Fund. At March 31, 2014, the fair value of Exchange Traded Funds was $(29,559,308). c. Temporary Investments; U.S. Government Securities Risk During periods of adverse market conditions in the equity securities markets, the Fund may deviate from its investment objective and invest all or a portion of its assets in high quality debt securities, money market instruments, or hold its assets in cash. Securities will be deemed to be of high quality if they are rated in the top four categories by an NRSRO or, if unrated, are determined to be of comparable quality by the Adviser. Money market instruments are high quality, short-term debt obligations (which generally have remaining maturities of one year or less), and may include: U.S. Government Securities; commercial paper; certificates of deposit and banker’s acceptances issued by domestic branches of United States banks that are members of the Federal Deposit Insurance Corporation (“FDIC”); and repurchase agreements for U.S. Government Securities. In lieu of purchasing money market instruments, the Fund may purchase Shares of money market mutual funds that invest primarily in U.S. Government Securities and repurchase agreements involving those securities, subject to certain limitations imposed by the 1940 Act. The Fund may also invest in money market instruments or purchase shares of money market mutual funds pending investment of its assets in equity securities or non-money market debt securities, or to maintain such liquidity as may be necessary to effect repurchases of Shares from shareholders or for other purposes. It is possible that the U.S. Government would not provide financial support to its agencies or instrumentalities if it were not required to do so by law. If a U.S. Government agency or instrumentality in which the Fund invests defaults and the U.S. Government does not stand behind the obligation, the Fund’s Share price or yield could fall. The U.S. Government’s guarantee of ultimate payment of principal and timely payment of interest of the U.S. Government Securities owned by the Fund does not imply that the Fund’s Shares are guaranteed by the FDIC or any other government agency, or that the price of the Fund’s Shares will not continue to fluctuate. 30
NOTES TO FINANCIAL STATEMENTS—MARCH 31, 2014 (Unaudited) (continued)
ACAP STRATEGIC FUND 11. Principal and Non-Principal Fund Investment Practices and Their Risks (continued) c. Temporary Investments; U.S. Government Securities Risk (continued) There was no activity of the above-mentioned investments in the Fund during the six months ended March 31, 2014. d. Total Return Swaps The Adviser may use total return swaps to pursue the Fund’s investment objective of maximum capital appreciation. The Adviser may also use these swaps for hedging purposes. A swap is a contract under which two parties agree to make periodic payments to each other based on specified interest rates, an index or the value of some other instrument, applied to a stated, or “notional,” amount. Swaps generally can be classified as interest rate swaps, currency swaps, commodity swaps, total return swaps or equity swaps, depending on the type of index or instrument used to calculate the payments. Such swaps would increase or decrease the Fund’s investment exposure to the particular interest rate, currency, commodity or equity involved. Total return swaps are where one party exchanges a cash flow indexed (on a long or short basis) to a non-money market asset (e.g., an equity security). Most swap agreements entered into by the Fund require the calculation of the obligations of the parties to the agreements on a “net basis.” Consequently, current obligations (or rights) under a swap agreement generally will be equal to only the net amount to be paid or received under the agreement based on the relative values of the positions held by each party to the agreement (the “net amount”). The Fund is subject to the market risk associated with changes in the value of the underlying investment or instrument, as well as exposure to credit risk associated with counterparty non-performance on swap contracts. The risk of loss with respect to swaps is limited to the net amount of payments that the Fund is contractually obligated to make. If the other party to a swap defaults, the Fund’s risk of loss consists of the net amount of payments that the Fund contractually is entitled to receive, which may be different than the amounts recorded on the Statement of Assets and Liabilities. e. Call and Put Options on Individual Securities The Fund may purchase call and put options in respect of specific securities, and may write and sell covered or uncovered call and put options for hedging purposes and non-hedging purposes to pursue its investment objective. A put option gives the purchaser of the option the right to sell, and obligates the writer to buy, the underlying security at a stated exercise price at any time prior to the expiration of the option. Similarly, a call option gives the purchaser of the option the right to buy, and obligates the writer to sell, the underlying security at a stated exercise price at any time prior to the expiration of the option. A covered call option written by the Fund is a call option with respect to which the Fund owns the underlying security. A covered put option written by the Fund is a put option with respect to which cash or liquid securities have been placed in a segregated account on the Fund’s books or with the Fund’s custodian to fulfill the obligation undertaken. The Fund may close out a position when writing options by purchasing an option on the same security with the same exercise price and expiration date as the option that it has previously written on the security. The Fund will realize a profit or loss if the amount paid to purchase an option is less or more, as the case may be, than the amount received from the sale thereof. To close out a position as a purchaser of an option, the Fund would ordinarily make a similar “closing sale transaction,” which involves liquidating the Fund’s position by selling the option previously purchased, although the Fund would be entitled to exercise the option should it deem it advantageous to do so. The Fund may also invest in so-called “synthetic” options or other derivative instruments written by broker-dealers. Options transactions may be effected on securities exchanges or in the over-the-counter market. Over-the-counter options purchased and sold by the Fund may also include options on baskets of specific securities. 31
NOTES TO FINANCIAL STATEMENTS—MARCH 31, 2014 (Unaudited) (continued)
ACAP STRATEGIC FUND 11. Principal and Non-Principal Fund Investment Practices and Their Risks (continued) e. Call and Put Options on Individual Securities (continued) There was no activity of the above-mentioned investments in the Fund during the six months ended March 31, 2014. f. Foreign Currency Transactions Portfolio securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollars based on the exchange rate of such currencies against U.S. dollars on the date of valuation. The Fund may enter into foreign currency exchange contracts to facilitate transactions denominated in a foreign currency. Purchases and sales of securities, income and expense items denominated in foreign currencies are translated into U.S. dollars at the exchange rate in effect on the transaction date. Occasionally, events may impact the availability or reliability of foreign exchange rates used to convert the U.S. dollar equivalent value. If such an event occurs, the foreign exchange rate will be valued at fair value using procedures established and approved by the Board. The Fund does not separately report the effect of changes in foreign exchange rates from changes in market prices on securities held. Such changes are included in the net change in unrealized appreciation/(depreciation) from investment activities and foreign currency transactions on the Statement of Operations. Realized foreign exchange gains or losses arise from sales of foreign currencies, currency gains or losses realized between the trade and settlement dates on securities transactions and the difference between the recorded amounts of dividends, interest, and foreign withholding taxes and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign exchange gains and losses arise from changes in foreign exchange rates on foreign denominated assets and liabilities other than investments in securities held at the end of the reporting period. 12. Balance Sheet Offsetting In the normal course of business the Fund has entered into derivative transactions subject to an enforceable master netting agreement. The netting agreement allows the Fund and the counterparty to make net payments in respect of all transactions in the same currency, settling on the same date. The Fund posts cash as collateral with the Custodian for the counterparty and is held by the Custodian in a segregated account and its use is restricted. The Fund receives or posts cash as collateral with its prime broker based on the unrealized gain/loss of the swaps. In the event of default (i.e., the Fund a) fails to post said collateral, b) fails to comply with any restrictions or provisions, or c) fails to comply with or perform any agreement or obligation), then the counterparty has the right to set-off any amounts payable by the Fund with respect to any obligations against any posted collateral or the cash equivalent of any posted collateral. Further, the counterparty has the right to liquidate, sell, pledge, re-hypothecate, or dispose of such posted collateral to satisfy any outstanding obligations. 32
NOTES TO FINANCIAL STATEMENTS—MARCH 31, 2014 (Unaudited) (continued)
ACAP STRATEGIC FUND 12. Balance Sheet Offsetting (continued) The table below presents the swap contracts that are set-off, if any, as well as collateral delivered, related to those swap contracts as of March 31, 2014. Offsetting of Financial Assets and Derivative Assets Gross Amount Gross Amounts Net Amounts Gross Amounts Net Financial Cash Total return swaps $ 5,373,736 $ (5,373,736 ) $ — $ — $ (2,580,000 ) $ — Offsetting of Financial Liabilities and Derivative Liabilities Gross Amount Gross Amounts Net Amounts Gross Amounts Net Financial Cash Total return swaps $ 6,779,273 $ (5,373,736 ) $ (1,405,537 ) $ — $ 102,277,237 $ 100,871,700 The fair value of derivative instruments as of March 31, 2014 was as follows: Derivatives not Notional Net unrealized Total return swaps—Long $ 254,676,644 $ 2,272,996 Total return swaps—Short (287,453,988 ) (3,678,533 ) Total $ (32,777,344 ) $ (1,405,537 ) Effect of derivative instruments trading activities for the six months ended March 31, 2014: Derivatives not Realized gain/(loss) Net change in unrealized Total return swaps—Long $ 21,085,646 $ 695,016 Total return swaps—Short 857,316 (4,239,827 ) Total $ 21,942,962 $ (3,544,811 ) 33
NOTES TO FINANCIAL STATEMENTS—MARCH 31, 2014 (Unaudited) (continued)
of Recognized
Assets
Offset in the
Statement of
Assets and Liabilities
of Assets Presented
in the Statement of
Assets and Liabilities
Not Offset in the
Statement of Assets
and Liabilities
Amount
Instruments
Collateral
Received
of Recognized
Liabilities
Offset in the
Statement of
Assets and Liabilities
of Liabilities Presented
in the Statement of
Assets and Liabilities
Not Offset in the
Statement of Assets
and Liabilities
Amount
Instruments
Collateral
Pledged
accounted for
as hedging
instruments
depreciation on
total return swaps
on the Statement of
Assets and
Liabilities
accounted for
as hedging
instruments
from total return swaps
recognized on the
Statement of
Operations
gain/(loss) of total return
swaps recognized on the
Statement of
Operations
ACAP STRATEGIC FUND 13. Federal Income Tax Information At September 30, 2013, the aggregate cost and proceeds for Federal income tax purposes of portfolio investments and securities sold, not yet purchased was $1,130,109,497, and $417,168,165, respectively. For Federal income tax purposes, at September 30, 2013, accumulated net unrealized gain on portfolio investments was $252,272,990, consisting of $272,975,972 gross unrealized gain and $20,702,982 gross unrealized loss. The accumulated net unrealized gain on securities sold, not yet purchased, was $18,275,768, consisting of $13,283,225 gross unrealized gain and $31,558,993 gross unrealized loss. The difference between book basis and tax basis unrealized gain on portfolio investments and unrealized gain on securities sold, not yet purchased is attributable primarily to cumulative loss deferrals on wash sales and loss deferrals on unsettled short positions, respectively. During the eleven months ended September 30, 2013, taxable gain differs from net increase in net assets resulting from operations primarily due to: (1) unrealized gain/(loss) from investment activities and foreign currency transactions, as investment gains and losses are not included in taxable income until they are realized; (2) deferred wash sales losses, and (3) recognition of unrealized gain/(loss) of swap contracts currently in taxable income. Listed below is a reconciliation of net increase in net assets resulting from operations to taxable gain for the fiscal year ended September 30, 2013. Net increase in net assets resulting from operations $ 148,325,264 Net change in unrealized gain/(loss) from investment activities and foreign currency transactions (179,805,334 ) Book/tax difference due to deferred wash sales losses 7,844,908 Book/tax difference due to short sales 290,888 Capital losses utilized (17,706,128 ) Current year net operating losses written off 17,779,612 Other book-tax differences 25,129,950 Taxable Gain(1) $ 1,859,160 (1) The Fund’s taxable gain is an estimate and will not be finally determined until the Fund files its tax return for the year ended September 30, 2013. Therefore, the final taxable income may be different than the estimate. As of September 30, 2013, the components of net assets on a tax basis were as follows:
NOTES TO FINANCIAL STATEMENTS—MARCH 31, 2014 (Unaudited) (continued)
Accumulated undistributed net investment loss
$
(29,986,468
)
Accumulated net realized losses on investments
(13,989,921
)
Accumulated unrealized gain from investment activities and foreign currency transactions
252,040,459
Paid-in capital
929,284,562
Total Net Assets
$
1,137,348,632
ASC 740 Accounting for Uncertainty in Income Taxes (“ASC 740”) provides guidance for how uncertain tax positions should be recognized, measured, presented, and disclosed in the Fund’s Financial Statements. ASC 740 requires the evaluation of tax positions taken or expected to be taken in the course of preparing the Fund’s tax returns to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. Tax positions not deemed to meet the “more-likely-than-not” threshold are recorded as a tax benefit or expense in the current year. Management’s determinations regarding ASC 740 may be subject to review and adjustment at a later date based upon factors including, but not limited to, an ongoing analysis of tax laws, regulations and interpretations thereof. The Fund recognizes the tax benefits of uncertain tax positions only where the position is “more-likely-than-not” to be sustained assuming examination by tax authorities. In accordance with authoritative guidance, management has analyzed the Fund’s tax positions for the open tax years ended October 31, 2012 and September 30, 2013, and has concluded that no provision for income tax is required in the Fund’s financial statements. During the period, the Fund did not record
34
ACAP STRATEGIC FUND 13. Federal Income Tax Information (continued) any interest or penalties. The Fund is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will change materially in the next 12 months. The Regulated Investment Company Modernization Act of 2010 (the “Act”) was enacted on December 22, 2010. The Act makes changes to several tax rules including the unlimited carryover of future capital losses. In general, the provisions of the Act became effective for the Fund’s fiscal year beginning after October 31, 2011. During the eleven months ended September 30, 2013, the Fund did not pay any dividends. 35
NOTES TO FINANCIAL STATEMENTS—MARCH 31, 2014 (Unaudited) (continued)
ACAP STRATEGIC FUND 14. Financial Highlights The following table includes selected data for a share outstanding throughout the periods shown. Effective November 1, 2012, the Fund’s fiscal year end was changed from October 31 to September 30. Fiscal period end September 30, 2013 was the first since the Fund changed its fiscal year end from October 31 to September 30. For the Six For the For the For the For the Period Net asset value per Share, beginning of period $ 13.06 $ 11.33 $ 11.13 $ 10.57 $ 10.00 Income from investment operations (a): Net investment loss (0.19 ) (0.75 ) (0.59 ) (0.74 ) (0.66 ) Net realized and unrealized gain/(loss) from investment activities, foreign currency transactions and total return swaps 0.28 2.48 0.85 1.30 1.23 Total income/(loss) from investment operations 0.09 1.73 0.26 0.56 0.57 Distributions to shareholders: Realized capital gains (0.06 ) — (0.06 ) — — Total distributions to shareholders (0.06 ) — (0.06 ) — — Net asset value per Share, end of period $ 13.09 $ 13.06 $ 11.33 $ 11.13 $ 10.57 Total return—gross (b) (c) (e) 0.74 % 19.06 % 2.93 % 6.55 % 7.32 % Total return—net (b) (c) (e) 0.70 % 15.27 % 2.38 % 5.30 % 5.70 % Ratios/supplemental data: Net assets (dollars in thousands), end of period 1,401,591 1,137,349 694,581 325,272 152,052 Average net assets (dollars in thousands), end of period 1,336,401 931,507 519,202 269,839 65,890 Ratio of expenses to average net assets (d) (e) 3.95 % 7.99 % 5.68 % 6.81 % 9.81 % Ratio of expenses without incentive fee to average net assets (d) (e) 3.93 % 4.01 % 5.03 % 5.38 % 6.27 % Ratio of incentive fee to average net assets (c) (e) 0.02 % 3.98 % 0.65 % 1.43 % 3.54 % Ratio of expenses without incentive fee, dividend & interest expense and 2.50 % 2.50 % 2.58 % 2.86 % 3.58 % Ratio of dividend and interest expense to average net assets (d) (e) 0.65 % 0.61 % 0.98 % 1.09 % 1.17 % Ratio of security trading related expenses to average net assets (d) (e) 0.78 % 0.90 % 1.46 % 1.43 % 1.52 % Ratio of net investment loss to average net assets (d) (e) (2.83 %) (6.84 %) (4.57 %) (5.75 %) (8.62 %) Portfolio turnover on investments in securities (c) 60 % 127 % 97 % 108 % 148 % Average debt ratio (d) 0.12 % 0.21 % 0.03 % 0.12 % 0.37 % 36
NOTES TO FINANCIAL STATEMENTS—MARCH 31, 2014 (Unaudited) (continued)
Months Ended
March 31, 2014
(Unaudited)
Eleven Months
Ended
September 30, 2013
Year Ended
October 31, 2012
Year Ended
October 31, 2011
March 1, 2010
(commencement
of operations)
through
October 31, 2010
security trading related expenses to average net assets (d) (e)
ACAP STRATEGIC FUND 14. Financial Highlights (continued)
NOTES TO FINANCIAL STATEMENTS—MARCH 31, 2014 (Unaudited) (concluded)
| ||||||||||||||||||||
(a) |
|
| Per Share amounts presented are based on monthly Shares outstanding throughout the period indicated. |
|
(b) |
Total return gross/net of incentive fee is calculated assuming an investment on the first day of each period reported, reinvestment of all dividends and distributions, if any, at net asset value on the ex-dividend dates, and a sale at net asset value on the last day of each period reported. The figures do not include any applicable sales charges; results would be lower if they were included. Returns do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund Shares.
|
(c) |
Non-annualized for periods less than one year.
(d)
Annualized for periods of less than one year.
(e)
The computation of such ratios for an individual shareholder may vary from these ratios due to timing of capital activity.
15. Subsequent Events
Subsequent to March 31, 2014, and through May 28, 2014, the Fund had capital subscriptions of $112,855,779.
The Fund has evaluated the possibility of subsequent events existing in the Fund’s financial statements, and has determined that there are no material events that would require disclosure in the Fund’s financial statements.
37
ACAP STRATEGIC FUND Disclosure of Portfolio Holdings: The Fund files a Form N-Q with the Securities and Exchange Commission (the “SEC”) no more than sixty days after the Fund’s first and third fiscal quarters of each fiscal year. For the Fund, this would be for the fiscal quarters ending December 31 and June 30. Form N-Q includes a complete schedule of the Fund’s portfolio holdings as of the end of those fiscal quarters. The Fund’s N-Q filings can be found free of charge on the SEC’s website at http://www.sec.gov, or they may be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C. (call 800-SEC-0330 for information on the operation of the Public Reference Room). Voting Proxies on Fund Portfolio Securities: A description of the policies and procedures that the Adviser uses to determine how to vote proxies relating to portfolio securities and information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 are available without charge, upon request, by calling your financial advisor, or calling collect (212) 389-8713, or on the SEC’s website at http://www.sec.gov. 38 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. 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. There has been no change, as of the date of this filing, in any of the portfolio managers identified in response to paragraph (a)(1) of this Item in the registrant’s most recently filed annual report on Form N-CSR. Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers. Not applicable. Item 10. Submission of Matters to a Vote of Security Holders. There have been no material changes to the procedures by which the shareholders may recommend nominees to the Board, where those changes were implemented after the Registrant last provided disclosure in response to the requirements of Item 407(c)(2)(iv) of Regulation S-K (17 CFR 229.407) (as required by Item 22(b)(15) of Schedule 14A (17 CFR 240.14a-101)), or this Item. Item 11. Controls and Procedures. Item 12. Exhibits. 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. 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. * Print the name and title of each signing officer under his or her signature.
Supplemental Information
(Unaudited) (a) Schedule of Investments in securities of unaffiliated issuers as of the close of the reporting period is included as part of the report to shareholders filed under Item 1 of this form. (b) Not applicable. (a) The Registrant’s principal executive and principal financial officers have concluded that the Registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended (the “1940 Act”) (17 CFR 270.30a-3(c))) are effective, as of a date within 90 days of the filing date of the report that includes the disclosure required by this paragraph, based on their evaluation of these controls and procedures required by Rule 30a-3(b) under the 1940 Act (17 CFR 270.30a-3(b)) and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934, as amended (17 CFR 240.13a-15(b) or 240.15d-15(b)). (b) There were no changes in the Registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act (17 CFR 270.30a-3(d)) that occurred during the Registrant’s 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. (a)(1) Not applicable. (a)(2) Certifications pursuant to Rule 30a-2(a) under the 1940 Act and Section 302 of the Sarbanes-Oxley Act of 2002 are attached hereto. (a)(3) Not applicable. (b) Certifications pursuant to Rule 30a-2(b) under the 1940 Act and Section 906 of the Sarbanes-Oxley Act of 2002 are attached hereto. (Registrant) ACAP Strategic Fund By (Signature and Title)* /s/ Gregory D. Jakubowsky Gregory D. Jakubowsky, President and Principal Executive Officer (principal executive officer) Date 6/4/2014 By (Signature and Title)* /s/ Gregory D. Jakubowsky Gregory D. Jakubowsky, President and Principal Executive Officer (principal executive officer) Date 6/4/2014 By (Signature and Title)* /s/ George D. Mykoniatis George D. Mykoniatis, Treasurer and Principal Financial Officer (principal financial officer) Date 6/4/2014