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
Excelsior Multi-Strategy Hedge Fund of Funds (TE 2), LLC
(Exact name of registrant as specified in charter)
225 High Ridge Road
Stamford, CT 06905
(Address of principal executive offices) (Zip code)
Steven L. Suss
Bank of America Capital Advisors LLC
225 High Ridge Road
Stamford, CT 06905
(Name and address of agent for Service)
Registrant's telephone number, including area code: (866) 921-7951
Date of fiscal year end: 3/31/2011
Date of reporting period: 3/31/2011
ITEM 1. REPORTS TO STOCKHOLDERS.
EXCELSIOR MULTI-STRATEGY HEDGE FUND OF FUNDS (TE 2), LLC
Financial Statements
With Report of Independent Registered Public Accounting Firm
Year Ended March 31, 2011
Excelsior Multi-Strategy Hedge Fund of Funds (TE 2), LLC
Financial Statements
Year Ended March 31, 2011
Contents
Report of Independent Registered Public Accounting Firm | | 1 |
| | |
Statement of Assets, Liabilities and Members’ Capital | | 2 |
| | |
Statement of Operations | | 3 |
| | |
Statement of Changes in Members’ Capital | | 4 |
| | |
Statement of Cash Flows | | 5 |
| | |
Financial Highlights | | 6 |
| | |
Notes to Financial Statements | | 7 |
The Registrant files its complete schedule of portfolio holdings with the Securities and Exchange Commission (the "Commission") for the first and third quarters of each fiscal year on Form N-Q. The Registrant’s Forms N-Q are available on the Commission’s website at http://www.sec.gov, and may be reviewed and copied at the Commission’s Public Reference Room in Washington, DC. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330. Information on Form N-Q is available without charge, upon request, by calling (866) 921-7951.
A description of the policies and procedures that the Registrant uses to determine how to vote proxies relating to portfolio securities is available without charge, upon request, by calling (866) 921-7951 and on the Commission’s website at http://www.sec.gov.
Information regarding how the Registrant voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available without charge, upon request, by calling (866) 921-7951, and on the Commission’s website at http://www.sec.gov.
Report of Independent Registered Public Accounting Firm
To the Board of Managers and Members of
Excelsior Multi-Strategy Hedge Fund of Funds (TE 2), LLC:
In our opinion, the accompanying statement of assets, liabilities and members’ capital and the related statements of operations, of changes in members’ capital and of cash flows and the financial highlights present fairly, in all material respects, the financial position of Excelsior Multi-Strategy Hedge Fund of Funds (TE 2), LLC. (the "Fund") at March 31, 2011, and the results of its operations, the changes in its members' capital, its cash flows and the financial highlights for the year then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management; our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
PricewaterhouseCoopers LLP
New York, New York
May 27, 2011
Excelsior Multi-Strategy Hedge Fund of Funds (TE 2), LLC
Statement of Assets, Liabilities and Members’ Capital
March 31, 2011
ASSETS | | | |
| | | |
Investment in Excelsior Multi-Strategy Hedge Fund of Funds 2, Ltd., | | | | |
at fair value | | $ | 9,031,685 | |
Cash and cash equivalents | | | 223,665 | |
Due from Adviser | | | 169,522 | |
Redemption receivable from investment in Excelsior Multi-Strategy | | | | |
Hedge Fund of Funds 2, Ltd. | | | 72,989 | |
Other assets | | | 7,716 | |
| | | | |
Total Assets | | | 9,505,577 | |
| | | | |
LIABILITIES | | | | |
| | | | |
Repurchase of Members' subscriptions payable | | | 72,989 | |
Professional fees payable | | | 46,446 | |
Management fee payable | | | 32,976 | |
Servicing fees payable | | | 5,761 | |
Other liabilities | | | 3,720 | |
| | | | |
Total Liabilities | | | 161,892 | |
| | | | |
Net Assets | | $ | 9,343,685 | |
| | | | |
MEMBERS' CAPITAL* | | $ | 9,343,685 | |
* Members’ Capital includes net subscriptions, cumulative net investment income/(loss), cumulative net realized gain/(loss), and accumulated unrealized appreciation from investments in Excelsior Multi-Strategy Hedge Fund of Funds 2, Ltd.
The accompanying notes and attached audited financial statements of Excelsior Multi-Strategy Hedge Fund of Funds 2, Ltd. and Excelsior Multi-Strategy Hedge Fund of Funds Master Fund, LLC are an integral part of these financial statements.
Excelsior Multi-Strategy Hedge Fund of Funds (TE 2), LLC
Year Ended March 31, 2011 *
NET INVESTMENT LOSS ALLOCATED FROM EXCELSIOR MULTI-STRATEGY | |
HEDGE FUND OF FUNDS 2, LTD. | | | |
| | | |
Interest | | $ | 197 | |
Expenses | | | (178,121 | ) |
Net investment loss allocated from Excelsior Multi-Strategy | | | | |
Hedge Fund of Funds 2, Ltd. | | | (177,924 | ) |
| | | | |
Fund Income | | | | |
Interest | | | 1,606 | |
| | | | |
Fund Expenses | | | | |
Professional fees | | | 96,074 | |
Other fees | | | 38,202 | |
Management fee | | | 32,976 | |
Administration fees | | | 21,500 | |
Servicing fees | | | 16,488 | |
Board of Managers' fees | | | 5,000 | |
| | | | |
Total Fund Expenses | | | 210,240 | |
| | | | |
Net Investment Loss before Expense Limitation Reimbursement | | | (386,558 | ) |
Expense Limitation Reimbursement | | | 169,522 | |
| | | | |
Net Investment Loss | | | (217,036 | ) |
| | | | |
REALIZED AND UNREALIZED GAIN ON INVESTMENTS | | | | |
ALLOCATED FROM EXCELSIOR MULTI-STRATEGY HEDGE | | | | |
FUND OF FUNDS 2, LTD. | | | | |
| | | | |
Net realized gain on investment | | | 87,384 | |
Net change in accumulated unrealized appreciation on investment | | | 230,071 | |
| | | | |
Net realized and unrealized gain on investments allocated from | | | | |
Excelsior Multi-Strategy Hedge Fund of Funds 2, Ltd. | | | 317,455 | |
| | | | |
NET INCREASE IN MEMBERS' CAPITAL RESULTING FROM | | | | |
OPERATIONS | | $ | 100,419 | |
* The TE 2 Fund commenced operations on April 1, 2010.
The accompanying notes and attached audited financial statements of Excelsior Multi-Strategy Hedge Fund of Funds 2, Ltd. and Excelsior Multi-Strategy Hedge Fund of Funds Master Fund, LLC are an integral part of these financial statements.
Excelsior Multi-Strategy Hedge Fund of Funds (TE 2), LLC
Statement of Changes in Members’ Capital
| | For the Year Ended March 31, 2011 * | |
| | | |
OPERATIONS | | | |
| | | |
Net investment loss | | $ | (217,036 | ) |
Net realized gain on investment | | | 87,384 | |
Net change in accumulated unrealized appreciation on investment | | | 230,071 | |
| | | | |
Increase in Members' Capital resulting from operations | | | 100,419 | |
| | | | |
CAPITAL TRANSACTIONS | | | | |
| | | | |
Members' subscriptions | | | 9,316,255 | |
Members' interests repurchased | | | (72,989 | ) |
| | | | |
Increase in Members' Capital resulting from capital | | | | |
transactions | | | 9,243,266 | |
| | | | |
Net Increase in Members' Capital | | | 9,343,685 | |
| | | | |
MEMBERS' CAPITAL AT BEGINNING OF YEAR | | | - | |
| | | | |
MEMBERS' CAPITAL AT END OF YEAR | | $ | 9,343,685 | |
* The TE 2 Fund commenced operations on April 1, 2010.
The accompanying notes and attached audited financial statements of Excelsior Multi-Strategy Hedge Fund of Funds 2, Ltd. and Excelsior Multi-Strategy Hedge Fund of Funds Master Fund, LLC are an integral part of these financial statements.
Excelsior Multi-Strategy Hedge Fund of Funds (TE 2), LLC
Year Ended March 31, 2011 *
CASH FLOWS FROM OPERATING ACTIVITIES | | | |
| | | | |
Net increase in Members' Capital resulting from operations | | $ | 100,419 | |
Adjustments to reconcile net increase in Members' Capital resulting | | | | |
from operations to net cash used in operating activities: | | | | |
Net change in accumulated unrealized appreciation on investment | | | | |
allocated from Excelsior Multi-Strategy Hedge Fund of Funds 2, Ltd. | | | (230,071 | ) |
Net realized gain on investment allocated from Excelsior | | | | |
Multi-Strategy Hedge Fund of Funds 2, Ltd. | | | (87,384 | ) |
Net investment loss allocated from Excelsior Multi-Strategy | | | | |
Hedge Fund of Funds 2, Ltd. | | | 177,924 | |
Purchases of investment in Excelsior Multi-Strategy Hedge Fund of | | | | |
Funds 2, Ltd. | | | (8,965,143 | ) |
Increase in operating assets: | | | | |
Due from Adviser | | | (169,522 | ) |
Other assets | | | (7,716 | ) |
Increase in operating liabilities: | | | | |
Professional fees payable | | | 46,446 | |
Management fee payable | | | 32,976 | |
Servicing fees payable | | | 5,761 | |
Other liabilities | | | 3,720 | |
| | | | |
Net Cash Used in Operating Activities | | | (9,092,590 | ) |
| | | | |
CASH FLOWS FROM FINANCING ACTIVITIES | | | | |
| | | | |
Members' subscriptions | | | 9,316,255 | |
| | | | |
Net Cash Provided by Financing Activities | | | 9,316,255 | |
| | | | |
Net increase in cash and cash equivalents | | | 223,665 | |
Cash and cash equivalents at beginning of year | | | - | |
| | | | |
Cash and Cash Equivalents at End of Year | | $ | 223,665 | |
* The TE 2 Fund commenced operations on April 1, 2010.
The accompanying notes and attached audited financial statements of Excelsior Multi-Strategy Hedge Fund of Funds 2, Ltd. and Excelsior Multi-Strategy Hedge Fund of Funds Master Fund, LLC are an integral part of these financial statements.
Excelsior Multi-Strategy Hedge Fund of Funds (TE 2), LLC
Financial Highlights
The following represents certain ratios to average Members’ Capital, total return, and other supplemental information for the period indicated:
| | For the Year Ended March 31, 2011 * | |
| | | |
Net assets, end of period | | $ | 9,343,685 | |
| | | | |
Ratio of net investment loss to average Members' Capital (a) (b) | | | (3.43 | %) |
| | | | |
Ratio of total expenses to average Members' Capital (b) (c) (d) | | | 6.14 | % |
| | | | |
Ratio of net expense to average Members' Capital (b) (c) | | | 3.46 | % |
| | | | |
Total return (e) | | | 0.13 | % |
* | The TE 2 Fund commenced operations on April 1, 2010. |
(a) | The ratio reflects the income and expenses including the TE 2 Fund’s proportionate share of income and expenses of Excelsior Multi-Strategy Hedge Fund of Funds 2, Ltd. and Excelsior Multi-Strategy Hedge Fund of Funds Master Fund, LLC. |
(b) | Average Members’ Capital is determined using the net assets at the end of each month during the year and net assets at the beginning of the year. |
(c) | The ratio reflects the expenses, excluding placement fees, if any, and including the TE 2 Fund’s proportionate share of the expenses of Excelsior Multi-Strategy Hedge Fund of Funds 2, Ltd. and Excelsior Multi-Strategy Hedge Fund of Funds Master Fund, LLC. |
(d) | The ratio is before any expense limitation per the Expense Limitation Agreement. |
(e) | Total return assumes a purchase of an interest in the TE 2 Fund on the first day and the sale of an interest on the last day of the period and is calculated using geometrically linked monthly returns. An individual Member’s return may vary from this return based on the timing of Member subscriptions and redemptions. |
The accompanying notes and attached audited financial statements of Excelsior Multi-Strategy Hedge Fund of Funds 2, Ltd. and Excelsior Multi-Strategy Hedge Fund of Funds Master Fund, LLC are an integral part of these financial statements.
Excelsior Multi-Strategy Hedge Fund of Funds (TE 2), LLC
Notes to Financial Statements
March 31, 2011
1. Organization
Excelsior Multi-Strategy Hedge Fund of Funds (TE 2), LLC (the “TE 2 Fund”), was organized as a limited liability company under the laws of Delaware on July 24, 2009, and commenced operations on April 1, 2010. The TE 2 Fund is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as a non-diversified, closed-end management investment company. The TE 2 Fund’s investment objective is to seek capital appreciation. The TE 2 Fund pursues its investment objective by investing substantially all of its assets in Excelsior Multi-Strategy Hedge Fund of Funds 2, Ltd. (the “Ltd 2 Fund”), a Cayman Island exempted company. The Ltd 2 Fund pursues its investment objective by investing substantially all of its assets in Excelsior Multi-Strategy Hedge Fund of Funds Master Fund, LLC (the “Company”), a non-diversified, closed-end management investment company that is registered under the 1940 Act. The Company pursues its investment objective principally through a multi-manager, multi-strategy program of investments in a diverse group of private investment funds (the “Portfolio Funds”) that primarily invest or trade in a wide range of equity and debt securities. There can be no assurance that the investment objectives of the Company, the Ltd 2 Fund and the TE 2 Fund will be achieved. The investment managers of the Portfolio Funds in which the Company invests generally conduct their investment programs through these Portfolio Funds. The Company invests in the Portfolio Funds as a limited partner or member along with other investors.
The financial statements of the Ltd 2 Fund and the Company, including the Company’s Schedule of Investments, are attached to this report and should be read in conjunction with the TE 2 Fund’s financial statements. The TE 2 Fund owned 100% of the Ltd 2 Funds' shareholders' capital at March 31, 2011. The percentage of the Company’s members’ capital owned directly by the Ltd 2 Fund at March 31, 2011 was 2.05%.
Effective April 1, 2010, Bank of America Capital Advisors LLC (the “Adviser”) serves as the investment adviser of the Company and the management services provider of the TE 2 Fund. The Adviser is an indirect wholly-owned subsidiary of Bank of America Corporation (“Bank of America”) and is registered under the Investment Advisers Act of 1940, as amended. Bank of America is a financial holding company which has its principal executive offices at 101 North Tryon Street, Charlotte, North Carolina. The Adviser provides various management and administrative services to the Company, the Ltd 2 Fund and the TE 2 Fund.
The TE 2 Fund’s Board of Managers (the “Board”) has overall responsibility to manage and supervise the operations of the TE 2 Fund, including the exclusive authority to oversee and to establish policies regarding the management, conduct and operation of the TE 2 Fund’s business. The Board exercises the same powers, authority and responsibilities on behalf of the TE 2 Fund as are customarily exercised by directors of a typical investment company registered under the 1940 Act and organized as a corporation. The Board has engaged the Adviser to manage the day-to-day operations of the TE 2 Fund.
Excelsior Multi-Strategy Hedge Fund of Funds (TE 2), LLC
Notes to Financial Statements (continued)
March 31, 2011
Subscriptions for interests in the TE 2 Fund (“Interests”) by eligible investors may be accepted as of the first day of each month, or at such times as the Board may determine. The TE 2 Fund may, from time to time, offer to repurchase Interests from its members (“Members”) pursuant to written tenders by the Members. These repurchase offers will be made at such times and on such terms as may be determined by the Board, in its sole discretion, subject to the liquidity of the TE 2 Fund’s assets and other factors considered by the Board. The Adviser expects that it will recommend to the Board that the TE 2 Fund offer to repurchase Interests from Members four times each year, effective as of the last day of each calendar quarter. Members can only transfer or assign Interests under certain limited circumstances. Member repurchases are recognized as liabilities when the amount becomes fixed. This generally will occur on the last day of a fiscal period. As of the last day of each calendar month, the TE 2 Fund allocates net profits or losses for that month to the capital accounts of all Members, in proportion to their respective opening capital account balances for such period (after taking into account any capital contributions deemed to be made as of the first day of such period).
2. Significant Accounting Policies
a. Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”) requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Management believes that the estimates utilized in preparing the TE 2 Fund’s financial statements are reasonable and prudent; however, actual results could differ from these estimates.
b. Fund Expenses
The TE 2 Fund bears its own expenses and, indirectly, bears a pro rata portion of the Ltd 2 Fund’s and the Company’s expenses incurred in the course of business, including, but not limited to, the following: fees paid directly or indirectly to the investment managers of the Portfolio Funds; all costs and expenses directly related to portfolio transactions and positions for the Company’s account; legal fees; accounting and auditing fees; custodial and escrow fees; fees paid to the TE 2 Fund’s, the Ltd 2 Fund’s and the Company’s administrator; costs of insurance; management fees and advisory fees; the fees and travel expenses and other expenses of the TE 2 Fund’s, the Ltd 2 Fund’s and the Company’s Boards; all costs with respect to communications regarding the TE 2 Fund’s, the Ltd 2 Fund’s and the Company’s transactions between the Adviser and any custodian or other agent engaged by the TE 2 Fund; and other types of expenses approved by the TE 2 Fund’s, the Ltd 2 Fund’s or the Company’s Boards. Expenses, including incentive fees and allocations, allocated to the Company attributable to its investments in the Portfolio Funds are not broken out separately on the accompanying Statement of Operations of the TE 2 Fund, and are not included in the expense ratios shown in the accompanying Financial Highlights of the TE 2 Fund. The income and expenses of the Portfolio Funds are, however, included in realized and unrealized gains on investments on the accompanying Statement of Operations.
Excelsior Multi-Strategy Hedge Fund of Funds (TE 2), LLC
Notes to Financial Statements (continued)
March 31, 2011
The Adviser and the TE 2 Fund have entered into an expense limitation and reimbursement agreement (the “Expense Limitation Agreement”) under which the Adviser will, subject to possible reimbursement by the TE 2 Fund as described below, waive fees or pay or absorb expenses of the TE 2 Fund (including the TE 2 Fund’s share of the ordinary operating expenses of the Ltd 2 Fund and the Company, but excluding any fees, expenses and incentive allocations of the Portfolio Funds) to the extent necessary to limit the ordinary operating expenses of the TE 2 Fund (including the TE 2 Fund’s share of the ordinary operating expenses of the Ltd 2 Fund and the Company, but excluding taxes, interest and related costs of borrowing, brokerage commissions and any extraordinary expenses of the TE 2 Fund, the Ltd 2 Fund and the Company) to 3.00% per annum of the TE 2 Fund’s average monthly net assets (the “Expense Limitation”). In consideration of the Adviser’s agreement to limit the TE 2 Fund’s expenses, the TE 2 Fund will carry forward the amount of fees waived and expenses paid or absorbed by the Adviser in excess of the Expense Limitation, for a period not to exceed three years from the end of the fiscal year in which the fee was waived or the expense was paid or absorbed, and will reimburse the Adviser such amounts. Reimbursement will be made as promptly as possible, but only to the extent it does not cause the TE 2 Fund’s annualized ordinary operating expenses to exceed the Expense Limitation in effect at the time that the fee was waived or the expense was paid or absorbed. The Expense Limitation Agreement was initially in effect until December 31, 2010 and automatically continues from year to year thereafter unless terminated by the Adviser or the TE 2 Fund. Neither the Adviser nor the TE 2 Fund has terminated the Expense Limitation Agreement at December 31, 2010.
For the year ended March 31, 2011, the TE 2 Fund incurred $388,361 of total expenses, of which $366,657 was subject to the Expense Limitation Agreement. The TE 2 Fund is responsible for paying $197,135 of the total expenses subject to the Expense Limitation Agreement. The remaining $169,522 in excess of the Expense Limitation has been recorded as a receivable from the Adviser. The receivable from the Adviser is eligible for future reimbursement by the TE 2 Fund for up to three years per the Expense Limitation Agreement. Reimbursement of expenses carried forward is dependent on future levels of Members’ Capital and expenses of the TE 2 Fund, the Ltd 2 Fund, and the Company.
c. Income Taxes
As a limited liability company that is taxed as a partnership, no provision for the payment of federal, state or local income taxes has been provided by the TE 2 Fund. Each Member is individually required to report on its own tax return its share of the TE 2 Fund’s taxable income or loss. The TE 2 Fund has a tax year end of December 31.
Excelsior Multi-Strategy Hedge Fund of Funds (TE 2), LLC
Notes to Financial Statements (continued)
March 31, 2011
Net investment income or loss and net realized and unrealized gain or loss from investments of the TE 2 Fund for each fiscal period are allocated among, and credited to or debited against, the capital accounts of all Members as of the last day of each fiscal period in accordance with each Member’s respective investment percentage for the fiscal period, as defined in the TE 2 Fund’s Limited Liability Company Agreement (the “LLC Agreement”).
The authoritative guidance on accounting for and disclosure of uncertainty in tax positions requires management to determine whether a tax position of the TE 2 Fund is “more likely than not” to be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. For tax positions meeting the “more likely than not” threshold, the tax amount recognized in the financial statements is reduced by the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement with the relevant taxing authority.
The Adviser is not aware of any tax positions with respect to the TE 2 Fund, for which it is reasonably possible that the total amounts of unrecognized tax benefits or losses will significantly change in the next twelve months. However, the Adviser’s conclusions may be subject to future review based on changes in, or the interpretation of, the accounting standards or tax laws and regulations.
d. Other
Cash and cash equivalents consist of amounts maintained in a PFPC Trust Company ("PFPC") interest-bearing account. Interest income is recorded on the accrual basis.
The TE 2 Fund records its proportionate share of the Ltd 2 Fund’s income, expenses and realized and unrealized gains and losses as allocated by the Ltd 2 Fund.
3. Portfolio Valuation
The net asset value of the TE 2 Fund is determined by, or at the direction of, the Adviser as of the close of business at the end of each fiscal period (as defined in the TE 2 Fund’s LLC Agreement), in accordance with the valuation principles set forth below, or as may be determined from time to time, pursuant to valuation procedures established by the Board. Pursuant to the valuation procedures, the Board has delegated to the Adviser the general responsibility for valuation of the investments in the Portfolio Funds subject to the oversight of the Board.
Excelsior Multi-Strategy Hedge Fund of Funds (TE 2), LLC
Notes to Financial Statements (continued)
March 31, 2011
The TE 2 Fund records its investment in the Ltd 2 Fund at fair value. The TE 2 Fund’s investment in the Ltd 2 Fund is represented by the TE 2 Fund’s proportionate interest in the Ltd 2 Fund’s Shareholders’ Capital at March 31, 2011. The Ltd 2 Fund records its investment in the Company at fair value. The Ltd 2 Fund’s investment in the Company is represented by the Ltd 2 Fund’s proportionate interest in the Company’s members’ capital at March 31, 2011. The valuation of investments held by the Company is discussed in the notes to the Company’s financial statements, attached to this report.
4. Management Fee
The Adviser provides investment advisory services to the Company and incurs research, travel and other expenses related to the selection and monitoring of investment managers. Further, the Adviser provides certain management and administrative services to the TE 2 Fund, including providing office space and other support services, maintaining files and records, and preparing and filing various regulatory materials. In consideration for such services, pursuant to a management agreement between the TE 2 Fund and the Adviser (the “Management Agreement”), the TE 2 Fund pays the Adviser a quarterly management fee in arrears at an annual rate of 0.50% based on the TE 2 Fund’s net assets on the first business day of each quarter after adjustment for any subscriptions effective on that date.
For the year ended March 31, 2011, the management fee was $32,976, all of which was payable as of March 31, 2011.
5. Related Party Transactions and Other
As of March 31, 2011, four Members owned in the aggregate approximately 57.24% of the TE 2 Fund's total Members' Capital and are deemed "affiliated persons" (as defined in the 1940 Act) (the "Affiliated Members"). The affiliation between the Affiliated Members and the TE 2 Fund is based solely on the percentage ownership.
Affiliates of the Adviser may have banking, underwriting, lending, brokerage, or other business relationships with the Portfolio Funds in which the Company invests and with companies in which the Portfolio Funds invest.
The Board is made up of five Managers who are not “interested persons”, as defined by Section 2(a)(19) of the 1940 Act, of the TE 2 Fund (the “Disinterested Managers”). Until July 1, 2010, the Disinterested Managers received per-meeting fees of: $500 for attendance at quarterly meetings of the Board; and $500 for telephonic participation at a quarterly Board meeting or for participation at a telephonic special meeting of the Board. Effective July 1, 2010, compensation to the Board is paid and expensed by the Company. All Disinterested Managers may be reimbursed for expenses of attendance at each meeting of the Board or of any committee thereof and for their expenses, if any, in connection with any other service or activity they perform or engage in as Managers. The TE 2 Fund incurred $5,000 of Board-related fees for the period from April 1, 2010 to July 1, 2010, none of which was payable as of March 31, 2011.
Excelsior Multi-Strategy Hedge Fund of Funds (TE 2), LLC
Notes to Financial Statements (continued)
March 31, 2011
Merrill Lynch, Pierce, Fenner & Smith Incorporated serves as the servicing agent and as the placement agent of the TE 2 Fund (the “Servicing Agent” or the “Placement Agent”). The Servicing Agent is an indirect subsidiary of Bank of America and an affiliate of the Adviser.
The TE 2 Fund has entered into a member servicing agreement with the Servicing Agent to provide (or arrange for provision of) ongoing Member and account maintenance services. As consideration for these services, the TE 2 Fund pays a quarterly servicing fee (the “Servicing Fee”) to the Servicing Agent at an annual rate of 0.25% of the net assets of the TE 2 Fund determined as of the start of business on the first business day of each calendar quarter (after adjustment for any subscriptions effective on that date). For the year ended March 31, 2011, the Servicing Fee was $16,488, of which $5,761 was payable as of March 31, 2011.
Investors may be charged a placement fee (the “Placement Fee”) on Interests placed by the Placement Agent of up to 2.50% of the investment amount. The Placement Fee is paid to the Placement Agent. The Placement Fee may be waived for certain investors.
The TE 2 Fund has retained J. D. Clark & Company (the “Administrator”) to provide accounting and certain administrative and investor services to the TE 2 Fund. The Administrator is a wholly-owned division of UMB Fund Services, Inc., a subsidiary of UMB Financial Corporation. The TE 2 Fund pays the Administrator, on a quarterly basis, a fee in an amount equal to $3,000, plus a tax compliance and preparation fee of $1,750 per calendar quarter, plus an audited financial statement preparation fee of $625 per calendar quarter. For the year ended March 31, 2011, the TE 2 Fund incurred $21,500 in expenses related to such administrative services, none of which was payable as of March 31, 2011.
PFPC, which will be renamed BNY Mellon Investment Servicing Trust Company effective July 1, 2011, provides custodial services to the TE 2 Fund.
6. Financial Instruments with Off-Balance Sheet Risk
In the normal course of business, the Portfolio Funds in which the Company invests trade various financial instruments and enter into various investment activities with off-balance sheet risk. These may include, but are not limited to, short selling activities, writing option contracts, contracts for differences and equity swaps. However, as a result of the investments by the Company as a limited partner or member, the Company’s liability with respect to its investments in the Portfolio Funds is generally limited to the net asset value of its interest in each Portfolio Fund.
Excelsior Multi-Strategy Hedge Fund of Funds (TE 2), LLC
Notes to Financial Statements (continued)
March 31, 2011
Because the Company is a closed-end investment company, Interests are not redeemable at the option of Members and are not exchangeable for interests of any other fund. Although the Board in its discretion may cause the Company to offer from time to time to repurchase Interests at the Members’ capital account value, Interests are considerably less liquid than shares of funds that trade on a stock exchange or shares of open-end investment companies. With respect to any offer to repurchase Interests by the Company, the aggregate repurchase amount will be determined by the Board in its discretion and such repurchase amount may represent only a small portion of outstanding Interests. Because the Company’s investments in the Portfolio Funds themselves have limited liquidity, the Company may not be able to fund significant repurchases. Members whose Interests are accepted for repurchase also bear the risk that the Company's Members’ capital account value may fluctuate significantly between the time that they submit their request for repurchase and the date as of which Interests are valued for the purpose of repurchase.
Liquidity risk is the risk that the Company will encounter difficulty in meeting obligations associated with financial liabilities. Among other things liquidity could be impaired by an inability to access secured and/or unsecured sources of financing, an inability to sell assets or to withdraw capital from the Portfolio Funds, or unforeseen outflows of cash. This situation may arise due to circumstances outside of the Company's control, such as a general market disruption or an operational problem affecting the Company or third parties, including the Portfolio Funds. Also, the ability to sell assets may be impaired if other market participants are seeking to sell similar assets at the same time.
The Company’s capital investment in the Portfolio Funds can be withdrawn on a limited basis. This may limit the ability of the Company to provide liquidity to the Ltd 2 Fund, and the Ltd 2 Fund may not be able to liquidate quickly some of its investment in the Company in order to meet liquidity requirements and the TE 2 Fund may not be able to liquidate quickly some of its investment in the Ltd 2 Fund in order to meet liquidity requirements.
7. Guarantees
In the normal course of business, the TE 2 Fund enters into contracts that provide general indemnifications. The TE 2 Fund’s maximum exposure under these arrangements is dependent on future claims that may be made against the TE 2 Fund and therefore, cannot be established; however, based on experience, the risk of loss from any such claims is considered remote.
8. Subsequent Events
The TE 2 Fund has evaluated all subsequent events through May 27, 2011, the date on which these financial statements were available to be issued and, except as noted below, has determined that no additional disclosures are required.
On March 30, 2011, the TE 2 Fund announced a tender offer to purchase up to $1,000,000 of outstanding Interests from Members. The net asset value of the Interests will be calculated for this purpose on June 30, 2011. The tender offer expired on April 26, 2011.
Excelsior Multi-Strategy Hedge Fund of Funds (TE 2), LLC
Notes to Financial Statements (continued)
March 31, 2011
On April 26, 2011, the TE 2 Fund received subscriptions of $275,888 from Members for Interests in the TE 2 Fund. These Interests became effective May 1, 2011.
On May 3, 2011, the TE 2 Fund paid $69,339 for total Interests repurchased from Members on March 31, 2011.
Subsequent to March 31, 2011, the Adviser reimbursed the TE 2 Fund $32,976 of expenses pursuant to the Expense Limitation Agreement. The reimbursement amount is reflected on the Statement of Assets, Liabilities and Members' Capital as Due from Adviser.
Excelsior Multi-Strategy Hedge Fund of Funds (TE 2), LLC
Fund Management (Unaudited)
March 31, 2011
Information pertaining to the Board and officers of the TE 2 Fund is set forth below:
Name, Address and Age | | Position(s) Held with the Company | | Term of Office and Length of Time Served | | Principal Occupation During Past Five Years and Other Directorships Held | | Number of Portfolios in Fund Complex Overseen by Manager |
Disinterested Managers |
| | | | | | | | |
Alan Brott c/o Excelsior Multi- Strategy Hedge Fund of Funds (TE 2), LLC 225 High Ridge Road Stamford, CT 06905 (Born 1942) | | Manager | | Term Indefinite; Length- since August 2009 | | Consultant (since 10/91); Associate Professor, Columbia University Graduate School of Business (since 2000); Former Partner of Ernst & Young. Mr. Brott serves as a manager of Excelsior Multi-Strategy Hedge Fund of Funds Master Fund, LLC, Excelsior Multi-Strategy Hedge Fund of Funds (TI), LLC, Excelsior Multi-Strategy Hedge Fund of Funds (TE), LLC, Excelsior Multi-Strategy Hedge Fund of Funds (TI 2), LLC, Excelsior Private Markets Fund II (Master), LLC, Excelsior Private Markets Fund II (TI), LLC, Excelsior Private Markets Fund II (TE), LLC, Grosvenor Registered Multi-Strategy Master Fund, LLC, Grosvenor Registered Multi-Strategy Fund (TI 1), LLC, Grosvenor Registered Multi-Strategy Fund (TI 2), LLC and Grosvenor Registered Multi-Strategy Fund (TE), LLC, and a director of Stone Harbor Investment Funds (3 funds) and Emerging Markets Income Fund. | | 8 |
| | | | | | | | |
John C. Hover II c/o Excelsior Multi- Strategy Hedge Fund of Funds (TE 2), LLC 225 High Ridge Road Stamford, CT 06905 (Born 1943) | | Manager | | Term Indefinite; Length- since August 2009 | | Former Executive Vice President of U.S. Trust Company (retired since 2000). Mr. Hover serves as a manager of Excelsior Multi-Strategy Hedge Fund of Funds Master Fund, LLC, Excelsior Multi-Strategy Hedge Fund of Funds (TI), LLC, Excelsior Multi-Strategy Hedge Fund of Funds (TE), LLC, Excelsior Multi-Strategy Hedge Fund of Funds (TI 2), LLC, Excelsior Private Markets Fund II (Master), LLC, Excelsior Private Markets Fund II (TI), LLC, Excelsior Private Markets Fund II (TE), LLC and Excelsior Venture Partners III, LLC, and a director of Tweedy, Browne Fund, Inc. | | 9 |
| | | | | | | | |
Victor F. Imbimbo, Jr. c/o Excelsior Multi- Strategy Hedge Fund of Funds (TE 2), LLC 225 High Ridge Road Stamford, CT 06905 (Born 1952) | | Manager | | Term Indefinite; Length- since August 2009 | | President and CEO of Caring Today, LLC, the publisher of Caring Today Magazine, the leading information resource within the family caregivers market; Former Executive Vice President of TBWA\New York and Former President for North America with TBWA/WorldHealth, a division of TBWA Worldwide, where he directed consumer marketing program development for healthcare companies primarily within the pharmaceutical industry. Mr. Imbimbo serves as a manager of Excelsior Multi-Strategy Hedge Fund of Funds Master Fund, LLC, Excelsior Multi-Strategy Hedge Fund of Funds (TI), LLC, Excelsior Multi-Strategy Hedge Fund of Funds (TE), LLC, Excelsior Multi-Strategy Hedge Fund of Funds (TI 2), LLC, Excelsior Private Markets Fund II (Master), LLC, Excelsior Private Markets Fund II (TI), LLC, Excelsior Private Markets Fund II (TE), LLC and Excelsior Venture Partners III, LLC, and a director of Vertical Branding, Inc. | | 9 |
Excelsior Multi-Strategy Hedge Fund of Funds (TE 2), LLC
Fund Management (Unaudited) Continued
March 31, 2011
Stephen V. Murphy c/o Excelsior Multi-Strategy Hedge Fund of Funds (TE 2), LLC 225 High Ridge Road Stamford, CT 06905 (Born 1945) | | Manager | | Term Indefinite; Length- since August 2009 | | President of S.V. Murphy & Co, Inc., an investment banking firm. Mr. Murphy serves as a manager of Excelsior Multi-Strategy Hedge Fund of Funds Master Fund, LLC, Excelsior Multi-Strategy Hedge Fund of Funds (TI), LLC, Excelsior Multi-Strategy Hedge Fund of Funds (TE), LLC, Excelsior Multi-Strategy Hedge Fund of Funds (TI 2), LLC, Excelsior Private Markets Fund II (Master), LLC, Excelsior Private Markets Fund II (TI), LLC, Excelsior Private Markets Fund II (TE), LLC and Excelsior Venture Partners III, LLC, and a director of The First of Long Island Corporation, The First National Bank of Long Island and former director of Bowne & Co., Inc. (1/06 to 11/10). | | 9 |
| | | | | | | | |
Thomas G. Yellin c/o Excelsior Multi-Strategy Hedge Fund of Funds (TE 2), LLC 225 High Ridge Road Stamford, CT 06905 (Born 1954) | | Manager | | Term Indefinite; Length- since August 2009 | | President of The Documentary Group (since 6/06); Former President of PJ Productions (from 8/02 to 6/06); Former Executive Producer of ABC News (from 8/89 to 12/02). Mr. Yellin serves as a manager of Excelsior Multi-Strategy Hedge Fund of Funds Master Fund, LLC, Excelsior Multi-Strategy Hedge Fund of Funds (TI), LLC, Excelsior Multi-Strategy Hedge Fund of Funds (TE), LLC, Excelsior Multi-Strategy Hedge Fund of Funds (TI 2), LLC, Excelsior Private Markets Fund II (Master), LLC, Excelsior Private Markets Fund II (TI), LLC, Excelsior Private Markets Fund II (TE), LLC and a director of Grosvenor Registered Multi-Strategy Master Fund, LLC, Grosvenor Registered Multi-Strategy Fund (TI 1), LLC, Grosvenor Registered Multi-Strategy Fund (TI 2), LLC and Grosvenor Registered Multi-Strategy Fund (TE), LLC. | | 8 |
| | | | | | | | |
Name, Address and Age | | Position(s) Held with the Company | | Term of Office and Length of Time Served | | Principal Occupation During Past Five Years | | Number of Portfolios in Fund Complex Overseen by Manager |
Officers who are not Managers |
|
Spencer Boggess One Bryant Park New York, NY 10036 (Born 1967) | | Chief Executive Officer | | Term Indefinite; Length - since August 2009 | | Managing Director, GWIM Alternative Investments Group, Bank of America (7/07 to present); President and Chief Executive Officer of Bank of America Capital Advisors LLC (4/10 to present); President and Chief Executive Officer of U.S. Trust Hedge Fund Management, Inc.; Portfolio Manager of the Company (7/03 to present). | | N/A |
| | | | | | | | |
Steven L. Suss 225 High Ridge Road Stamford, CT 06905 (Born 1960) | | Chief Financial Officer and Treasurer | | Term Indefinite; Length - since August 2009 | | Managing Director, GWIM Alternative Investments Group, Bank of America (7/07 to present); Senior Vice President of Bank of America Capital Advisors LLC (7/07 to present); Director, Chief Financial Officer and Treasurer (10/07 to 3/10) and Senior Vice President (6/07 to 3/10) of U.S. Trust Hedge Fund Management, Inc.; Director (4/07 to 5/08), Senior Vice President (7/07 to 5/08), and President (4/07 to 6/07) of UST Advisers, Inc.; Senior Vice President of U.S. Trust’s Alternative Investment Division (4/07 to 6/07); Chief Financial Officer and Chief Compliance Officer, Heirloom Capital Management, L.P. (5/02 to 9/06). | | N/A |
Excelsior Multi-Strategy Hedge Fund of Funds (TE 2), LLC
Fund Management (Unaudited) Continued
March 31, 2011
Mohan Badgujar One Bryant Park New York, NY 10036 (Born 1958) | | Chief Operating Officer | | Term Indefinite; Length - since August 2009 | | Director, GWIM Alternative Investments Group, Bank of America (7/07 to present); Senior Vice President of Bank of America Capital Advisors LLC (04/10 to present);Vice President of U.S. Trust Hedge Fund Management, Inc. (10/05 to 03/10); Managing Partner of Blue Hill Capital Partners LLC (10/03 to 10/05) (registered investment adviser). | | N/A |
| | | | | | | | |
Marina Belaya 114 W. 47th Street New York, NY 10036 (Born 1967) | | Secretary | | Term Indefinite; Length - since August 2009 | | Assistant General Counsel, Bank of America (7/07 to present); Vice President and Senior Attorney of U.S. Trust (2/06 to 6/07); Vice President, Corporate Counsel, Prudential Financial (4/05 to 01/06); Associate, Schulte Roth & Zabel LLP (09/02 to 03/05). | | N/A |
| | | | | | | | |
Fred Wofford 100 Federal Street Boston, MA 02110 (Born 1955) | | Chief Compliance Officer | | Term Indefinite; Length - since April 2011* | | Compliance Risk Executive, GWIM Alternative Investments, Bank of America (6/08 to present); Compliance Risk Executive, Columbia Management Advisors and the Columbia Funds, Bank of America (6/05 to 6/08); Head of Operations, Liberty Asset Management, Inc. (now, Banc of America Investment Advisors, Inc.) and the Liberty All-Star Funds, Bank of America/Fleet (3/03 to 5/05). | | N/A |
*Robert M. Zakem, the previous CCO of the TE 2 Fund, resigned his position with the TE 2 Fund on April 6, 2011.
All officers of the TE 2 Fund are employees and/or officers of the Adviser.
The Offering Memorandum of the TE 2 Fund includes additional information about the managers of the TE 2 Fund and is available upon request.
EXCELSIOR MULTI-STRATEGY HEDGE FUND OF FUNDS 2, LTD.
Financial Statements
With Report of Independent Auditors
Year Ended March 31, 2011
Excelsior Multi-Strategy Hedge Fund of Funds 2, Ltd.
Financial Statements
Year Ended March 31, 2011
Contents
Report of Independent Auditors | | 1 |
| | |
Statement of Assets, Liabilities and Shareholders’ Capital | | 2 |
| | |
Statement of Operations | | 3 |
| | |
Statements of Changes in Shareholders’ Capital | | 4 |
| | |
Statement of Cash Flows | | 5 |
| | |
Financial Highlights | | 6 |
| | |
Notes to Financial Statements | | 7 |
Report of Independent Auditors
To the Board of Directors and Shareholders of
Excelsior Multi-Strategy Hedge Fund of Funds 2, Ltd:
In our opinion, the accompanying statement of assets, liabilities and shareholders’ capital and the related statements of operations, of changes in shareholders’ capital and of cash flows and the financial highlights present fairly, in all material respects, the financial position of Excelsior Multi-Strategy Hedge Fund of Funds 2, Ltd. (the "Fund") at March 31, 2011, and the results of its operations, the changes in its shareholders' capital, its cash flows and the financial highlights for the year then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management; our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit of these financial statements in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
PricewaterhouseCoopers LLP
New York, New York
May 27, 2011
Excelsior Multi-Strategy Hedge Fund of Funds 2, Ltd.
Statement of Assets, Liabilities and Shareholders’ Capital
March 31, 2011
ASSETS | | | |
| | | |
Investment in Excelsior Multi-Strategy Hedge Fund of Funds Master Fund, | | | |
LLC, at fair value | | $ | 9,028,552 | |
Redemption receivable from investment in Excelsior Multi-Strategy | | | | |
Hedge Fund of Funds Master Fund, LLC | | | 72,989 | |
Cash and cash equivalents | | | 42,724 | |
Other assets | | | 3,633 | |
| | | | |
Total Assets | | | 9,147,898 | |
| | | | |
LIABILITIES | | | | |
| | | | |
Repurchase of Shareholders' shares payable | | | 72,989 | |
Professional fees payable | | | 35,000 | |
Other liabilities | | | 5,724 | |
Accrued foreign withholding tax | | | 2,500 | |
| | | | |
Total Liabilities | | | 116,213 | |
| | | | |
Net Assets | | $ | 9,031,685 | |
| | | | |
SHAREHOLDERS' CAPITAL * (equivalent to $1,002.3184 per share | | | | |
based on 9,010.794 shares of Class A capital stock outstanding) | | $ | 9,031,685 | |
* Shareholders’ Capital includes net subscriptions, cumulative net investment income/(loss), cumulative net realized gain/(loss), and accumulated unrealized appreciation from investments in Excelsior Multi-Strategy Hedge Fund of Funds Master Fund, LLC.
The accompanying notes and attached audited financial statements of Excelsior Multi-Strategy Hedge Fund of Funds Master Fund, LLC are an integral part of these financial statements.
Excelsior Multi-Strategy Hedge Fund of Funds 2, Ltd.
Year Ended March 31, 2011 *
NET INVESTMENT LOSS ALLOCATED FROM EXCELSIOR MULTI-STRATEGY | | | |
HEDGE FUND OF FUNDS MASTER FUND, LLC | | | |
| | | | |
Interest | | $ | 105 | |
Expenses | | | (64,249 | ) |
Net investment loss allocated from Excelsior Multi-Strategy Hedge | | | | |
Fund of Funds Master Fund, LLC | | | (64,144 | ) |
Fund Income: | | | | |
Interest | | | 92 | |
| | | | |
Fund Expenses: | | | | |
Professional fees | | | 66,419 | |
Other expenses | | | 20,453 | |
Administration fees | | | 14,500 | |
Foreign withholding taxes | | | 12,500 | |
| | | | |
Total Fund Expenses | | | 113,872 | |
| | | | |
Net Investment Loss | | | (177,924 | ) |
| | | | |
REALIZED AND UNREALIZED GAIN ON INVESTMENTS ALLOCATED FROM EXCELSIOR | | | | |
MULTI-STRATEGY HEDGE FUND OF FUNDS MASTER FUND, LLC | | | | |
| | | | |
Net realized gain on investment | | | 87,384 | |
Net change in accumulated unrealized appreciation on investment | | | 230,071 | |
| | | | |
Net realized and unrealized gain on investments allocated from Excelsior Multi-Strategy | | | | |
Hedge Fund of Funds Master Fund, LLC | | | 317,455 | |
| | | | |
NET INCREASE IN SHAREHOLDERS' CAPITAL RESULTING | | | | |
FROM OPERATIONS | | $ | 139,531 | |
* The Ltd 2 Fund commenced operations on April 1, 2010.
The accompanying notes and attached audited financial statements of Excelsior Multi-Strategy Hedge Fund of Funds Master Fund, LLC are an integral part of these financial statements.
Excelsior Multi-Strategy Hedge Fund of Funds 2, Ltd.
Statement of Changes in Shareholders’ Capital
| | | | | Year ended March 31, 2011 * | |
OPERATIONS | | | | | | |
| | | | | | |
Net investment loss | | | | | $ | (177,924 | ) |
Net realized gain on investment | | | | | | 87,384 | |
Net change in accumulated unrealized appreciation on investment | | | | | | 230,071 | |
| | | | | | | |
Increase in Shareholders' Capital resulting from operations | | | | | | 139,531 | |
| | | | | | | |
CAPITAL TRANSACTIONS | | | | | | | |
| | | | | | | |
Shareholders' capital subscriptions | | Shares | | | | | |
Class A | | 9,083.614 | | | | 8,965,143 | |
| | | | | | | |
Shareholders' capital redemptions | | | | | | | |
Class A | | (72.820) | | | | (72,989 | ) |
| | | | | | | |
Increase in Shareholders' Capital resulting from capital | | | | | | | |
transactions | | | | | | 8,892,154 | |
| | | | | | | |
Net Increase in Shareholders' Capital | | | | | | 9,031,685 | |
| | | | | | | |
SHAREHOLDERS' CAPITAL AT BEGINNING OF YEAR | | | | | | - | |
| | | | | | | |
SHAREHOLDERS' CAPITAL AT END OF YEAR | | | | | $ | 9,031,685 | |
* The Ltd 2 Fund commenced operations on April 1, 2010.
The accompanying notes and attached audited financial statements of Excelsior Multi-Strategy Hedge Fund of Funds Master Fund, LLC are an integral part of these financial statements.
Excelsior Multi-Strategy Hedge Fund of Funds 2, Ltd.
Year Ended March 31, 2011 *
CASH FLOWS FROM OPERATING ACTIVITIES | | | |
| | | |
Net increase in Shareholders' Capital resulting from operations | | $ | 139,531 | |
Adjustments to reconcile net increase in Shareholders' Capital | | | | |
resulting from operations to net cash used in operating | | | | |
activities: | | | | |
Net change in accumulated unrealized appreciation on | | | | |
investments allocated from Excelsior Multi-Strategy Hedge | | | | |
Fund of Funds Master Fund, LLC | | | (230,071 | ) |
Net realized gain on investments allocated from Excelsior | | | | |
Multi-Strategy Hedge Fund of Funds Master Fund, LLC | | | (87,384 | ) |
Net investment loss allocated from Excelsior Multi-Strategy | | | | |
Hedge Fund of Funds Master Fund, LLC | | | 64,144 | |
Purchases of investment in Excelsior Multi-Strategy Hedge | | | | |
Fund of Funds Master Fund, LLC | | | (8,848,229 | ) |
Increase in other assets | | | (3,634 | ) |
Increase in operating liabilities: | | | | |
Professional fees payable | | | 35,000 | |
Other liabilities | | | 5,724 | |
Accrued foreign withholding tax | | | 2,500 | |
| | | | |
Net Cash Used in Operating Activities | | | (8,922,419 | ) |
| | | | |
CASH FLOWS FROM FINANCING ACTIVITIES | | | | |
| | | | |
Shareholders' subscriptions | | | 8,965,143 | |
| | | | |
Net Cash Provided by Financing Activities | | | 8,965,143 | |
| | | | |
Net increase in cash and cash equivalents | | | 42,724 | |
Cash and cash equivalents at beginning of year | | | - | |
| | | | |
Cash and Cash Equivalents at End of Year | | $ | 42,724 | |
* The Ltd 2 Fund commenced operations on April 1, 2010.
The accompanying notes and attached audited financial statements of Excelsior Multi-Strategy Hedge Fund of Funds Master Fund, LLC are an integral part of these financial statements.
Excelsior Multi-Strategy Hedge Fund of Funds 2, Ltd.
The following represents certain ratios to average Shareholders’ Capital, total return, and other supplemental information for the period indicated:
| | Year Ended March 31, 2011* | |
| | | |
| | Class A | |
Per share operating performance: | | | |
(For a share of capital stock outstanding throughout the period) | | | |
| | | |
Net asset value, beginning of period (a) | | $ | 1,000.000 | |
Loss from investment operations: | | | | |
Investment loss, net | | | (51.232 | ) |
Net realized and unrealized gain on investments | | | 53.550 | |
| | | | |
Total from investment operations | | | 2.318 | |
| | | | |
Net asset value, end of period | | $ | 1,002.318 | |
| | | | |
Net assets, end of period | | $ | 9,031,685 | |
| | | | |
Total return (b) | | | 0.23 | % |
| | | | |
Ratio of net investment loss to average Shareholders' Capital (c) | | | (4.12 | %) |
| | | | |
Ratio of total expenses to average Shareholders' Capital (d) (e) | | | 4.13 | % |
| | | | |
Ratio of net expenses to average Shareholders' Capital (d) | | | 4.13 | % |
* | The Ltd 2 Fund commenced operations on April 1, 2010. |
(a) | The net asset value, beginning of period, is the per share value of the initial subscription. |
(b) | Total return is net of expenses and assumes a purchase of capital stock in the Ltd 2 Fund on the first day, and a redemption of shares on the last day of the year. An individual Shareholder’s return may vary from this return based on the timing of Shareholder subscriptions and redemptions. |
(c) | The ratio reflects the income and expenses including the Ltd 2 Fund’s proportionate share of income and expenses of Excelsior Multi-Strategy Hedge Fund of Funds Master Fund, LLC. |
(d) | The ratio reflects the expenses, excluding placement fees, if any, and including the Ltd 2 Fund’s proportionate share of the expenses of Excelsior Multi-Strategy Hedge Fund of Funds Master Fund, LLC. |
(e) | The ratio is before any expense limitation reimbursement per the Expense Limitation Agreement. |
The accompanying notes and attached audited financial statements of Excelsior Multi-Strategy Hedge Fund of Funds Master Fund, LLC are an integral part of these financial statements.
Excelsior Multi-Strategy Hedge Fund of Funds 2, Ltd.
Notes to Financial Statements
March 31, 2011
1. Organization
Excelsior Multi-Strategy Hedge Fund of Funds 2, Ltd. (the “Ltd 2 Fund”) was incorporated as a Cayman Islands exempted company on August 31, 2009 and commenced operations on April 1, 2010. The Ltd 2 Fund’s investment objective is to seek capital appreciation. The Ltd 2 Fund pursues its investment objective by investing substantially all of its assets in Excelsior Multi-Strategy Hedge Fund of Funds Master Fund, LLC (the “Company”). The Company is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as a closed-end, non-diversified, management investment company and has the same investment objective as the Ltd 2 Fund. The Company pursues its investment objective principally through a multi-manager, multi-strategy program of investments in a diverse group of private investment funds (the “Portfolio Funds”) that primarily invest or trade in a wide range of equity and debt securities. There can be no assurance that the investment objectives of the Company and the Ltd 2 Fund will be achieved. The investment managers of the Portfolio Funds in which the Company invests generally conduct their investment programs through these Portfolio Funds. The Company invests in the Portfolio Funds as a limited partner or member along with other investors.
The financial statements of the Company, including the Schedule of Investments, are attached to this report and should be read with the Ltd 2 Fund’s financial statements. The percentage of the Company’s members’ capital owned by the Ltd 2 Fund at March 31, 2011 was 2.05%.
The Ltd 2 Fund holds substantially all of the assets of Excelsior Multi-Strategy Hedge Fund of Funds (TE 2), LLC (the “TE 2 Fund”), a closed-end, non-diversified management investment company. As of March 31, 2011, the TE 2 Fund owned 100% of the Ltd 2 Fund’s Shareholders’ Capital.
Effective April 1, 2010, Bank of America Capital Advisors LLC (the “Adviser”) serves as the investment adviser of the Company and the management services provider of the Ltd 2 Fund. The Adviser is an indirect wholly-owned subsidiary of Bank of America Corporation (“Bank of America”) and is registered under the Investment Advisers Act of 1940, as amended. Bank of America is a financial holding company which has its principal executive offices at 101 North Tryon Street, Charlotte, North Carolina. The Adviser provides various management and administrative services to the Company and the Ltd 2 Fund.
The Ltd 2 Fund’s Board of Directors (the “Directors”) has overall responsibility to manage and supervise the operations of the Ltd 2 Fund, including the exclusive authority to oversee and to establish policies regarding the management, conduct and operation of the Ltd 2 Fund’s business. The Directors have engaged the Adviser to manage the day-to-day operations of the Ltd 2 Fund.
Excelsior Multi-Strategy Hedge Fund of Funds 2, Ltd.
Notes to Financial Statements (continued)
March 31, 2011
2. Significant Accounting Policies
a. Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Management believes that the estimates utilized in preparing the Ltd 2 Fund’s financial statements are reasonable and prudent; however, actual results could differ from these estimates.
b. Fund Expenses
The Ltd 2 Fund bears its own expenses and, indirectly, bears a pro rata portion of the Company’s expenses incurred in its business, including, but not limited to, the following: fees paid directly or indirectly to the investment managers of the Portfolio Funds; all costs and expenses directly related to portfolio transactions and positions for the Company’s account; legal fees; accounting and auditing fees; custodial and escrow fees; fees paid to the Ltd 2 Fund’s and the Company’s administrator; costs of insurance; management fees and advisory fees; the fees and travel expenses and other expenses of the Ltd 2 Fund’s Directors and the Company’s Board of Managers (the “Company’s Board”); all costs with respect to communications regarding the Ltd 2 Fund’s and the Company’s transactions between the Adviser and any custodian or other agent engaged by the Ltd 2 Fund; and other types of expenses approved by the Ltd 2 Fund’s Directors or the Company’s Board. Unless otherwise noted, all operating expenses are allocated on a pro rata basis to Class A and Class B shareholders of the Ltd 2 Fund based on their relative portions of aggregate net assets. Expenses, including incentive fees and allocations, allocated to the Company attributable to its investments in the Portfolio Funds are not broken out separately on the accompanying Statement of Operations of the Ltd 2 Fund, and are not included in the expense ratios shown in the accompanying Financial Highlights of the Ltd 2 Fund. The income and expenses of the Portfolio Funds are, however, included in realized and unrealized gains on investments on the accompanying Statement of Operations.
The Adviser and the Ltd 2 Fund have entered into an expense limitation and reimbursement agreement (the “Expense Limitation Agreement”), effective April 1, 2010, under which the Adviser has agreed to, subject to possible reimbursement by the Ltd 2 Fund as described below, waive its fees or pay or absorb expenses of the Class B shares of the Ltd 2 Fund (including the Ltd 2 Fund’s share of the ordinary operating expenses of the Company, but excluding any fees, expenses and incentive allocations of the Portfolio Funds) to the extent necessary to limit the ordinary operating expenses of the Ltd 2 Fund (including the Ltd 2 Fund’s share of the ordinary operating expenses of the Company, but excluding taxes, interest and related costs of borrowing, brokerage commissions and any extraordinary expenses of the Ltd 2 Fund and the Company) to 3.25% per annum of the Ltd 2 Fund’s average monthly net assets (the "Expense Limitation"). In consideration of the Adviser's agreement to limit the Ltd 2 Fund’s expenses, the Ltd 2 Fund will carry forward the amount of fees waived and expenses paid or absorbed by the Adviser in excess of the Expense Limitation, for a period not to exceed three years from the end of the fiscal year in which the fee was waived or the expense was paid or absorbed, and will reimburse the Adviser such amounts. Reimbursement will be made as promptly as possible, but only to the extent it does not cause the Ltd 2 Fund’s annualized ordinary operating expenses to exceed the Expense Limitation in effect at the time that the fee was waived or the expense was paid or absorbed. The Expense Limitation Agreement was initially in effect until December 31, 2010 and automatically continues from year to year thereafter unless terminated by the Adviser or the Ltd 2 Fund. Neither the Adviser nor the Ltd 2 Fund has terminated the Expense Limitation Agreement at December 31, 2010.
Excelsior Multi-Strategy Hedge Fund of Funds 2, Ltd.
Notes to Financial Statements (continued)
March 31, 2011
During the year ended March 31, 2011, there were no Class B shareholders and the Ltd 2 Fund did not exceed the expense limitation per the Expense Limitation Agreement.
c. Income Taxes
The Ltd 2 Fund is not subject to any income, withholding or capital gains taxes in the Cayman Islands. There is no tax liability resulting from unrecognized tax benefits relating to uncertain income tax positions for the year ended December 31, 2010. There are no open tax years which are subject to examination by the Cayman Islands. As a result, no income tax liability or expense has been recorded in the accompanying financial statements.
In the event that the Company’s investments earn dividend income from entities based in the United States, such income is subject to a 30% withholding tax at the Ltd 2 Fund level. For the year ended March 31, 2011, the Ltd 2 Fund recorded foreign withholding taxes of $12,500 as shown in the accompanying Statement of Operations.
The Ltd 2 Fund is not subject to any income or capital gains taxes in the United States and does not file income tax returns. There are no unrecognized tax benefits or liabilities relating to uncertain income tax positions.
d. Other
Cash and cash equivalents consist of amounts maintained in a PFPC Trust Company ("PFPC") interest-bearing account. Interest income is recorded on the accrual basis.
The Ltd 2 Fund records its proportionate share of the Company’s investment income, expenses and realized and unrealized gains and losses as allocated by the Company.
Excelsior Multi-Strategy Hedge Fund of Funds 2, Ltd.
Notes to Financial Statements (continued)
March 31, 2011
3. Portfolio Valuation
The net asset value and net asset value per share of the Ltd 2 Fund is determined by, or at the direction of, the Adviser as of the close of business on the last business day of each month (as defined in the Ltd 2 Fund’s Memorandum and Articles of Association), in accordance with the valuation principles set forth below or as may be determined from time to time, pursuant to valuation procedures established by the Directors. Pursuant to the valuation procedures, the Directors have delegated to the Adviser the general responsibility for valuation of the investments in the Portfolio Funds subject to the oversight of the Directors.
The Ltd 2 Fund records its investment in the Company at fair value. The Ltd 2 Fund’s investment in the Company is represented by the Ltd 2 Fund’s proportionate interest in the Company’s members’ capital at March 31, 2011. The valuation of investments held by the Company is discussed in the notes to the Company’s financial statements, attached to this report.
4. Capital Structure
The Ltd 2 Fund has authorized capital of U.S. $50,000 divided into 5,000,000 shares, par value U.S. $0.01 per share. The Ltd 2 Fund is offering voting participating Class A shares to investment companies that are registered under the 1940 Act and are entities in which substantially all of the ownership interests are held by tax-exempt U.S. persons within the meaning of the U.S. Internal Revenue Code of 1986, as amended. Non-voting participating Class B shares are being offered to persons who are not U.S. persons. The subscription price for shares on the initial subscription date for Class A was $1,000 per share. Class A commenced operations on April 1, 2010. Currently the TE 2 Fund owns 100% of the Class A shares of the Ltd 2 Fund. As of March 31, 2011, there were no Class B shares issued in the Ltd 2 Fund.
The Directors have authorized the Ltd 2 Fund to offer shares twelve times each year, generally as of the first business day of each month or at other times in the sole discretion of the Directors. The Ltd 2 Fund will be authorized to issue shares in one or more different classes, as determined from time to time without approval of existing shareholders, by the Directors in consultation with the Adviser, which may differ in terms of, among other things, the fees charged, voting and redemption rights and minimum and additional subscription amounts. Shares are currently divided into Class A and Class B shares. For the year ended March 31, 2011, 9,083.614 Class A shares were issued and no Class B shares were issued.
The Ltd 2 Fund may from time to time offer to redeem shares from Shareholders. These redemptions will be made at such times and on such terms as may be determined by the Directors, in their sole discretion, subject to the liquidity of the Company’s assets and other factors considered by the Adviser. The Adviser expects that, generally, it will recommend to the Directors that the Ltd 2 Fund offer to redeem shares from shareholders four times each year, effective as of the last day of each calendar quarter. Shareholder redemptions are recognized as liabilities when the amount becomes fixed. This generally will occur on the last day of a fiscal period. For the year ended March 31, 2011, 72.820 Class A shares were redeemed.
Excelsior Multi-Strategy Hedge Fund of Funds 2, Ltd.
Notes to Financial Statements (continued)
March 31, 2011
5. Management Fee
Pursuant to the fund servicing agreement between the Ltd 2 Fund and the Adviser (the “Servicing Agreement”), the Adviser provides management and administrative services to the Ltd 2 Fund including providing office space and other support services, maintaining files and records, and preparing and filing various regulatory materials. In consideration for such services under the Servicing Agreement, the Ltd 2 Fund pays the Adviser a quarterly management fee in arrears (the “Management Fee”) at an annual rate of 0.50% of the net asset value of the Ltd 2 Fund’s Class B shares on the first business day of each quarter after adjustments for any subscriptions effective on that date. For the year ended March 31, 2011, there was no Management Fee charged to the Ltd 2 Fund due to no Shareholders of Class B shares. No Management Fee is payable to the Adviser with respect to Class A shares.
6. Related Party Transactions and Other
Affiliates of the Adviser may have banking, underwriting, lending, brokerage, or other business relationships with the Portfolio Funds in which the Company invests and with the companies in which the Portfolio Funds invest.
PFPC, which will be renamed BNY Mellon Investment Servicing Trust Company effective July 1, 2011, provides custodial services to the Ltd 2 Fund.
Merrill Lynch, Pierce, Fenner & Smith Incorporated and Merrill Lynch International & Co. (the “Servicing Agents”) serve as the servicing agents of the Ltd 2 Fund. Each entity is an indirect subsidiary of Bank of America and an affiliate of the Adviser. The Ltd 2 Fund has entered into a shareholder servicing agreement with the Servicing Agents to provide (or arrange for provision of) ongoing Shareholder and account maintenance services. As consideration for these services, the Ltd 2 Fund pays a quarterly servicing fee (the “Servicing Fee”) to the Servicing Agents at an annual rate of 0.50% of the net assets of the Ltd 2 Fund’s Class B shares as determined as of the start of business on the first business day of each calendar quarter (after adjustment for any subscriptions effective on that date). There were no Servicing Fees paid to the Servicing Agents for the year ended March 31, 2011 due to no Shareholders of Class B shares. No Servicing Fee is payable to the Servicing Agents with respect to Class A shares.
Merrill Lynch International and Co. (the “Placement Agent”) serves as the placement agent to the Ltd 2 Fund.
Excelsior Multi-Strategy Hedge Fund of Funds 2, Ltd.
Notes to Financial Statements (continued)
March 31, 2011
Shareholders may be charged a placement fee (the “Placement Fee”) on shares placed by the Placement Agent of up to 2.50% of the investment amount. The Placement Fee is paid to the Placement Agent and may be waived for certain investors.
The Ltd 2 Fund has retained J. D. Clark & Company (the “Administrator”) to provide accounting and certain administrative and investor services to the Ltd 2 Fund. The Administrator is a wholly-owned division of UMB Fund Services, Inc., a subsidiary of UMB Financial Corporation. The Ltd 2 Fund pays the Administrator, on a quarterly basis, a fee in an amount equal to $3,000, plus an audited financial statement preparation fee of $625 per calendar quarter. For the year ended March 31, 2011, the Ltd 2 Fund incurred $14,500 in expenses related to such administrative services, none of which is payable as of March 31, 2011.
7. Financial Instruments with Off-Balance Sheet Risk
In the normal course of business, the Portfolio Funds in which the Company invests trade various financial instruments and enter into various investment activities with off-balance sheet risk. These may include, but are not limited to, short selling activities, writing option contracts, contracts for differences and equity swaps. However, as a result of the investments by the Company as a limited partner or member, the Company’s liability with respect to its investments in the Portfolio Funds is limited to the net asset value of its interest in each Portfolio Fund.
Because the Company is a closed-end investment company, Interests are not redeemable at the option of Members and are not exchangeable for interests of any other fund. Although the Board in its discretion may cause the Company to offer from time to time to repurchase Interests at the Members’ capital account value, Interests are considerably less liquid than shares of funds that trade on a stock exchange or shares of open-end investment companies. With respect to any offer to repurchase Interests by the Company, the aggregate repurchase amount will be determined by the Board in its discretion and such repurchase amount may represent only a small portion of outstanding Interests. Because the Company’s investments in the Portfolio Funds themselves have limited liquidity, the Company may not be able to fund significant repurchases. Members whose Interests are accepted for repurchase also bear the risk that the Company's Members’ capital account value may fluctuate significantly between the time that they submit their request for repurchase and the date as of which Interests are valued for the purpose of repurchase.
Liquidity risk is the risk that the Company will encounter difficulty in meeting obligations associated with financial liabilities. Among other things liquidity could be impaired by an inability to access secured and/or unsecured sources of financing, an inability to sell assets or to withdraw capital from the Portfolio Funds, or unforeseen outflows of cash. This situation may arise due to circumstances outside of the Company's control, such as a general market disruption or an operational problem affecting the Company or third parties, including the Portfolio Funds. Also, the ability to sell assets may be impaired if other market participants are seeking to sell similar assets at the same time.
Excelsior Multi-Strategy Hedge Fund of Funds 2, Ltd.
Notes to Financial Statements (continued)
March 31, 2011
The Company’s capital investment in the Portfolio Funds can be withdrawn on a limited basis. This may limit the ability of the Company to provide liquidity to the Ltd 2 Fund, and the Ltd 2 Fund may not be able to liquidate quickly some of its investment in the Company in order to meet liquidity requirements.
8. Guarantees
In the normal course of business, the Ltd 2 Fund enters into contracts that provide general indemnifications. The Ltd 2 Fund’s maximum exposure under these arrangements is dependent on future claims that may be made against the Ltd 2 Fund and therefore, cannot be established; however, based on experience, the risk of loss from any such claims is considered remote.
9. Subsequent Events
The Ltd 2 Fund has evaluated all subsequent events through May 27, 2011, the date on which these financial statements were available to be issued and has determined that no additional disclosures are required.
EXCELSIOR MULTI-STRATEGY HEDGE FUND OF FUNDS MASTER FUND, LLC
Financial Statements
With Report of Independent Registered Public Accounting Firm
Year Ended March 31, 2011
Excelsior Multi-Strategy Hedge Fund of Funds Master Fund, LLC
Financial Statements
Year Ended March 31, 2011
Contents
Report of Independent Registered Public Accounting Firm | 1 |
| |
Statement of Assets, Liabilities and Members’ Capital | 2 |
| |
Schedule of Investments | 3 |
| |
Statement of Operations | 5 |
| |
Statements of Changes in Members’ Capital | 6 |
| |
Statement of Cash Flows | 7 |
| |
Financial Highlights | 8 |
| |
Notes to Financial Statements | 9 |
The Registrant files its complete schedule of portfolio holdings with the Securities and Exchange Commission (the "Commission") for the first and third quarters of each fiscal year on Form N-Q. The Registrant’s Forms N-Q are available on the Commission’s website at http://www.sec.gov, and may be reviewed and copied at the Commission’s Public Reference Room in Washington, DC. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330. Information on Form N-Q is available without charge, upon request, by calling (866) 921-7951.
A description of the policies and procedures that the Registrant uses to determine how to vote proxies relating to portfolio securities is available without charge, upon request, by calling (866) 921-7951 and on the Commission’s website at http://www.sec.gov.
Information regarding how the Registrant voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available without charge, upon request, by calling (866) 921-7951, and on the Commission’s website at http://www.sec.gov.
Report of Independent Registered Public Accounting Firm
To the Board of Managers and Members of
Excelsior Multi-Strategy Hedge Fund of Funds Master Fund, LLC:
In our opinion, the accompanying statement of assets, liabilities and members' capital, including the schedule of investments, and the related statements of operations, of changes in members' capital and of cash flows and the financial highlights present fairly, in all material respects, the financial position of Excelsior Multi-Strategy Hedge Fund of Funds Master Fund, LLC (the “Company”) at March 31, 2011, the results of its operations and its cash flows for the year then ended, the changes in its members’ capital for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Company's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of investments at March 31, 2011 by correspondence with the custodian and underlying portfolio funds, provide a reasonable basis for our opinion.
PricewaterhouseCoopers LLP
New York, New York
May 27, 2011
Excelsior Multi-Strategy Hedge Fund of Funds Master Fund, LLC
Statement of Assets, Liabilities and Members’ Capital
March 31, 2011
ASSETS | | | |
| | | |
Investments in Portfolio Funds, at fair value (cost $346,097,054) | | $ | 432,706,263 | |
Cash and cash equivalents | | | 21,843,949 | |
Redemptions receivable from investments in Portfolio Funds | | | 3,510,787 | |
Other assets | | | 84,435 | |
| | | | |
Total Assets | | | 458,145,434 | |
| | | | |
LIABILITIES | | | | |
| | | | |
Repurchase of Members' interests payable | | $ | 15,678,062 | |
Advisory fee payable | | | 1,124,016 | |
Professional fees payable | | | 153,731 | |
Other liabilities | | | 83,741 | |
Board of Managers' fees payable | | | 50,000 | |
| | | | |
Total Liabilities | | | 17,089,550 | |
| | | | |
Net Assets | | $ | 441,055,884 | |
| | | | |
MEMBERS' CAPITAL | | | | |
| | | | |
Represented by: | | | | |
Net Capital* | | $ | 354,446,675 | |
Net accumulated unrealized appreciation on investments | | | 86,609,209 | |
| | | | |
Members' Capital | | $ | 441,055,884 | |
*Net capital includes net subscriptions, cumulative net investment income/(loss) and cumulative net realized gain/(loss) from investments in the Portfolio Funds.
The accompanying notes are an integral part of these financial statements.
Excelsior Multi-Strategy Hedge Fund of Funds Master Fund, LLC
| | | | | | | | | | | | | | | | First | | | | |
| | First | | | | | | | | % of | | | % Ownership | | | Available | | | | |
| | Acquisition | | | | | Fair | | | Members' | | | of Portfolio | | | Redemption | | | | |
Portfolio Funds * | | Date | | Cost ** | | | Value ** | | | Capital | | | Funds | | | Date *** | | | Liquidity **** | |
| | | | | | | | | | | | | | | | | | | | |
Event Driven/Relative Value Funds | | | | | | | | | | | | | | | | | | | | |
American Durham L.P. | | 7/1/2008 | | $ | 2,607,970 | | | $ | 349,733 | | | | 0.08 | % | | | 10.29 | % | | N/A | | | (1) | |
Anchorage Capital Partners, L.P. | | 10/1/2009 | | | 14,000,000 | | | | 15,499,215 | | | | 3.51 | % | | | 0.47 | % | | N/A | | | Annually | |
Aristeia Partners, L.P. | | 4/1/2008 | | | 12,537,502 | | | | 19,768,952 | | | | 4.48 | % | | | 4.91 | % | | N/A | | | Quarterly | |
Brevan Howard, L.P. | | 2/1/2009 | | | 16,214,798 | | | | 17,813,028 | | | | 4.04 | % | | | 0.64 | % | | N/A | | | Monthly | |
Canyon Value Realization Fund, L.P. | | 7/1/2003 | | | - | | | | 1,452,284 | | | | 0.33 | % | | | 0.06 | % | | N/A | | | (1) | |
Centaurus Alpha Fund, L.P. | | 4/1/2009 | | | 604 | | | | 52,735 | | | | 0.01 | % | | | 4.60 | % | | N/A | | | (1) | |
Drake Global Opportunities Fund, L.P. | | 4/1/2009 | | | - | | | | 45,512 | | | | 0.01 | % | | | 0.56 | % | | N/A | | | (2) | |
DSC Acquisitions, LLC | | 4/1/2009 | | | 37,735 | | | | 38,116 | | | | 0.01 | % | | | 0.93 | % | | N/A | | | (1) | |
Farallon Capital Partners, L.P. | | 11/1/2004 | | | 14,897,572 | | | | 20,427,591 | | | | 4.63 | % | | | 0.36 | % | | N/A | | | Annually, (3) | |
Garrison Special Opportunity Fund, L.P. | | 7/1/2009 | | | 3,554,465 | | | | 3,943,002 | | | | 0.89 | % | | | 1.01 | % | | N/A | | | (4) | |
JANA Partners, L.P. | | 4/1/2009 | | | 133,460 | | | | 189,548 | | | | 0.04 | % | | | 0.23 | % | | N/A | | | (1) | |
Lydian Partners SPV, Ltd. | | 4/1/2009 | | | 475 | | | | 475 | | | | 0.00 | % | | | 3.05 | % | | N/A | | | (4) | |
Mast Credit Opporturnities I, L.P. | | 6/1/2010 | | | 16,000,000 | | | | 15,539,342 | | | | 3.52 | % | | | 6.79 | % | | 6/30/2011 | | | Quarterly | |
Monarch Debt Recovery Fund, L.P. | | 7/1/2009 | | | 11,000,000 | | | | 14,733,738 | | | | 3.34 | % | | | 2.65 | % | | (5) | | | Annually | |
Polygon Global Opportunities Fund, L.P. | | 8/1/2006 | | | 6,402,674 | | | | 389,326 | | | | 0.09 | % | | | 1.44 | % | | N/A | | | (2) | |
Strategic Value Restructuring Fund, L.P. | | 4/1/2009 | | | 954,649 | | | | 507,686 | | | | 0.12 | % | | | 0.07 | % | | N/A | | | (1) | |
SVRF (Onshore) Holdings LLC | | 4/1/2009 | | | 960,720 | | | | 715,643 | | | | 0.16 | % | | | 3.34 | % | | N/A | | | (4) | |
Vicis Capital Fund | | 4/1/2009 | | | 2,194,603 | | | | 729,408 | | | | 0.17 | % | | | 0.12 | % | | N/A | | | (2) | |
Waterfall Eden Fund, L.P. | | 7/1/2008 | | | 7,923,646 | | | | 5,142,181 | | | | 1.17 | % | | | 7.24 | % | | N/A | | | (4) | |
Strategy Total | | | | | 109,420,873 | | | | 117,337,515 | | | | 26.60 | % | | | | | | | | | | |
Hedged Long/Short Equity Funds | | | | | | | | | | | | | | | | | | | | | | | | |
Alydar QP Fund L.P. | | 4/1/2009 | | | 11,877,385 | | | | 12,950,266 | | | | 2.94 | % | | | 3.08 | % | | N/A | | | Quarterly | |
Prism Partners III Leveraged, L.P. | | 7/1/2009 | | | 5,000,000 | | | | 6,167,952 | | | | 1.40 | % | | | 1.27 | % | | N/A | | | Quarterly | |
SAB Capital Partners, L.P. | | 4/1/2001 | | | - | | | | 359,287 | | | | 0.08 | % | | | 0.09 | % | | N/A | | | (1) | |
Scopia PX, LLC | | 9/1/2005 | | | 11,000,000 | | | | 15,779,454 | | | | 3.58 | % | | | 3.98 | % | | N/A | | | Quarterly | |
Spring Point Opportunity Partners, L.P. | | 7/1/2006 | | | 9,610,520 | | | | 14,692,069 | | | | 3.33 | % | | | 5.17 | % | | N/A | | | Quarterly | |
Strategy Total | | | | | 37,487,905 | | | | 49,949,028 | | | | 11.33 | % | | | | | | | | | | |
Hedged Sector Funds | | | | | | | | | | | | | | | | | | | | | | | | |
Coatue Qualified Partners, L.P. | | 1/1/2002 | | | 4,000,000 | | | | 17,740,418 | | | | 4.03 | % | | | 1.06 | % | | N/A | | | Quarterly | |
Expo Health Sciences Fund, L.P. | | 8/1/2010 | | | 14,000,000 | | | | 15,430,787 | | | | 3.50 | % | | | 4.57 | % | | (6) | | | Quarterly | |
Longbow Partners, L.P. | | 5/1/2004 | | | 10,200,000 | | | | 16,677,129 | | | | 3.78 | % | | | 21.38 | % | | N/A | | | Quarterly | |
Seligman Tech Spectrum Fund, LLC | | 4/1/2009 | | | 4,610,345 | | | | 6,098,893 | | | | 1.38 | % | | | 1.07 | % | | N/A | | | Monthly | |
Tufton Oceanic Hedge Fund, Ltd. | | 11/1/2009 | | | 12,500,000 | | | | 13,012,511 | | | | 2.95 | % | | | 0.87 | % | | N/A | | | Monthly | |
Strategy Total | | | | | 45,310,345 | | | | 68,959,738 | | | | 15.64 | % | | | | | | | | | | |
Opportunistic Long/Short (Global) Funds | | | | | | | | | | | | | | | | | | | | | | | | |
AKO Partners, L.P. | | 10/1/2005 | | | 5,500,000 | | | | 14,400,534 | | | | 3.27 | % | | | 1.62 | % | | N/A | | | Quarterly | |
Amiya Global Emerging Opportunities Fund, L.P. | | 8/1/2009 | | | 10,000,000 | | | | 11,041,833 | | | | 2.50 | % | | | 3.19 | % | | N/A | | | Quarterly | |
Artha Emerging Markets Funds, L.P. | | 4/1/2008 | | | 13,720,130 | | | | 17,073,369 | | | | 3.87 | % | | | 2.20 | % | | N/A | | | Quarterly | |
Egerton Capital Partners, L.P. | | 10/1/2009 | | | 5,000,000 | | | | 5,964,516 | | | | 1.35 | % | | | 1.29 | % | | N/A | | | Quarterly | |
Henderson Asia Pacific Absolute Return Fund, Ltd. | | 10/1/2008 | | | 12,966,478 | | | | 13,684,622 | | | | 3.10 | % | | | 2.88 | % | | N/A | | | Monthly | |
Indus Asia Pacific Fund, L.P. | | 3/1/2004 | | | 15,000,000 | | | | 20,780,124 | | | | 4.71 | % | | | 2.42 | % | | N/A | | | Quarterly | |
Indus Japan Fund, L.P. | | 3/1/2004 | | | 6,000,000 | | | | 9,359,692 | | | | 2.12 | % | | | 4.00 | % | | N/A | | | Quarterly | |
Meditor European Hedge Fund (B) Limited | | 7/1/2009 | | | 17,000,000 | | | | 16,810,089 | | | | 3.81 | % | | | 0.94 | % | | N/A | | | Monthly | |
Rohatyn Group Global Opportunity Partners, L.P. | | 4/1/2009 | | | 75,880 | | | | 110,289 | | | | 0.03 | % | | | 0.10 | % | | N/A | | | (1) | |
Strategy Total | | | | | 85,262,488 | | | | 109,225,068 | | | | 24.76 | % | | | | | | | | | | |
Opportunistic (U.S. Only) Funds | | | | | | | | | | | | | | | | | | | | | | | | |
Addison Clark Fund, L.P. | | 4/1/2008 | | | 15,016,635 | | | | 18,482,568 | | | | 4.19 | % | | | 3.85 | % | | N/A | | | Quarterly | |
Brookside Capital Partners II, L.P. | | 7/1/2009 | | | 15,000,000 | | | | 16,350,504 | | | | 3.71 | % | | | 1.81 | % | | N/A | | | Quarterly | |
Cadmus Capital Partners (QP), L.P. | | 7/1/2003 | | | - | | | | 368,112 | | | | 0.08 | % | | | 10.83 | % | | N/A | | | (2) | |
Royal Capital Value Fund (QP), L.P. | | 7/1/2008 | | | 15,048,808 | | | | 15,900,358 | | | | 3.61 | % | | | 2.48 | % | | N/A | | | Annually | |
Swiftcurrent Partners, L.P. | | 10/1/2000 | | | 10,550,000 | | | | 17,515,924 | | | | 3.97 | % | | | 1.68 | % | | 12/31/2011 | | | Annually | |
Valinor Capital Partners, L.P. | | 7/1/2007 | | | 13,000,000 | | | | 18,617,448 | | | | 4.22 | % | | | 2.43 | % | | N/A | | | (7) | |
Strategy Total | | | | | 68,615,443 | | | | 87,234,914 | | | | 19.78 | % | | | | | | | | | | |
Total Investments in Portfolio Funds | | | | $ | 346,097,054 | | | | 432,706,263 | | | | 98.11 | % | | | | | | | | | | |
Other Assets, less Liabilities | | | | | | | | | 8,349,621 | | | | 1.89 | % | | | | | | | | | | |
Members’ Capital | | | | | | | | $ | 441,055,884 | | | | 100.00 | % | | | | | | | | | | |
The accompanying notes are an integral part of these financial statements.
Excelsior Multi-Strategy Hedge Fund of Funds Master Fund, LLC
Schedule of Investments (continued)
March 31, 2011
The investments in the Portfolio Funds shown above, representing 98.11% of Members' Capital, have been fair valued in accordance with procedures established by the Board of Managers.
The Company's investments on March 31, 2011 are summarized below based on the investment strategy of each specific Portfolio Fund.
Investment Strategy | % Total Investments in Portfolio Funds | |
Event Driven/Relative Value Funds | 27.12% | |
Hedged Long/Short Equity Funds | 11.54% | |
Hedged Sector Funds | 15.94% | |
Opportunistic Long/Short (Global) Funds | 25.24% | |
Opportunistic (U.S. Only) Funds | 20.16% | |
Total | 100.00% | |
* | Non-income producing investments. The Company's | (1) | All of the Company's remaining interest in the Portfolio Fund is |
| investments in the Portfolio Funds are considered to be | | held in side pocket accounts and is illiquid. |
| illiquid and may be subject to limitations on redemptions, | (2) | The Portfolio Fund is liquidating its assets and is in the process |
| including the assessment of early redemption fees. | | of returning capital to its partners. Due to the liquidation, the |
** | See definition in Note 3. | | Portfolio Fund has suspended redemption rights. The full liquidation |
*** | From most recent investment date. | | is expected to be completed in two years following the date of |
**** | Available frequency of redemptions after initial | | this report. |
| lock-up period. | (3) | Approximately 37% of the fair value of the Company's interest |
N/A | Initial lock-up period has either expired prior to 3/31/2011, | | in the Portfolio Fund is held in side pockets. |
| or the Portfolio Fund did not have an initial lock-up | (4) | The Portfolio Fund has limited redemption rights by segregating |
| period. However, specific redemption restrictions may | | its less liquid assets from the main (liquid) portfolio and created a |
| apply. | | liquidating vehicle with the intention of liquidating those assets in |
| | | a reasonable manner. |
| | (5) | Approximately 43% of the fair value of the Company's interest |
| | | in the Portfolio Fund has a lock-up period that expires on |
| | | 6/30/2011, 17% has a lock-up period that expires on 12/31/2011, |
| | | 24% has a lock-up period that expires on 3/31/2012, and 16% |
| | | has a lock-up period that expires on 6/30/2012. |
| | (6) | Approximately 37% of the fair value of the Company's interest |
| | | in the Portfolio Fund has a lock-up period that expires on |
| | | 9/30/2011, 22% has a lock-up period that expires on 12/31/2011, |
| | | and 41% has a lock-up period that expires on 3/31/2012. |
| | (7) | Approximately 46% of the fair value of the Company's interest |
| | | in the Portfolio Fund has tri-annual liquidity and 54% has annual |
| | | liquidity. |
The accompanying notes are an integral part of these financial statements.
Excelsior Multi-Strategy Hedge Fund of Funds Master Fund, LLC
Year Ended March 31, 2011
INVESTMENT INCOME | | | |
| | | | |
Interest | | $ | 11,837 | |
| | | | |
Total Investment Income | | | 11,837 | |
| | | | |
EXPENSES | | | | |
| | | | |
Advisory fee | | | 4,460,508 | |
Professional fees | | | 648,829 | |
Bank note facility fee | | | 538,975 | |
Board of Managers' fees | | | 247,000 | |
Administration fees | | | 334,408 | |
Other expenses | | | 126,303 | |
| | | | |
Total Expenses | | | 6,356,023 | |
| | | | |
Net Investment Loss | | | (6,344,186 | ) |
| | | | |
REALIZED AND UNREALIZED GAINS ON INVESTMENTS | | | | |
| | | | |
Net realized gain from investments in Portfolio Funds | | | 9,552,062 | |
Net change in accumulated unrealized appreciation on investments | | | 15,279,479 | |
| | | | |
Net realized and unrealized gains on investments | | | 24,831,541 | |
| | | | |
NET INCREASE IN MEMBERS' CAPITAL RESULTING | | | | |
| | $ | 18,487,355 | |
The accompanying notes are an integral part of these financial statements.
Excelsior Multi-Strategy Hedge Fund of Funds Master Fund, LLC
Statement of Changes in Members’ Capital
| | Year Ended March 31, | |
| | 2011 | | | 2010 | |
| | | | | | |
OPERATIONS | | | | | | |
| | | | | | |
Net investment loss | | $ | (6,344,186 | ) | | $ | (4,732,550 | ) |
Net realized gain from investments in Portfolio Funds | | | 9,552,062 | | | | 5,763,978 | |
Net change in accumulated unrealized appreciation | | | | | | | | |
| | | 15,279,479 | | | | 59,415,475 | |
| | | | | | | | |
Increase in Members' Capital resulting from operations | | | 18,487,355 | | | | 60,446,903 | |
| | | | | | | | |
CAPITAL TRANSACTIONS | | | | | | | | |
| | | | | | | | |
Members' subscriptions | | | 86,637,970 | | | | 114,410,253 | |
Members' interests repurchased | | | (96,869,366 | ) | | | (85,921,035 | ) |
| | | | | | | | |
Increase (decrease) in Members' Capital resulting from | | | | | | | | |
| | | (10,231,396 | ) | | | 28,489,218 | |
| | | | | | | | |
Net Increase in Members' Capital | | | 8,255,959 | | | | 88,936,121 | |
| | | | | | | | |
MEMBERS' CAPITAL AT BEGINNING OF YEAR | | | 432,799,925 | | | | 343,863,804 | |
| | | | | | | | |
MEMBERS' CAPITAL AT END OF YEAR | | $ | 441,055,884 | | | $ | 432,799,925 | |
The accompanying notes are an integral part of these financial statements.
Excelsior Multi-Strategy Hedge Fund of Funds Master Fund, LLC
Year Ended March 31, 2011
CASH FLOWS FROM OPERATING ACTIVITIES | | | |
| | | |
Net increase in Members' Capital resulting from operations | | $ | 18,487,355 | |
Adjustments to reconcile net increase in members' capital resulting | | | | |
from operations to net cash provided by operating activities: | | | | |
Net change in accumulated unrealized appreciation | | | (15,279,479 | ) |
on investments | | | | |
Net realized gain from Portfolio Fund redemptions | | | (9,552,062 | ) |
Purchases of Portfolio Funds | | | (40,020,573 | ) |
Proceeds from Portfolio Funds | | | 56,617,982 | |
Increase in other assets | | | (83,945 | ) |
Increase in operating liabilities: | | | | |
Professional fees payable | | | 88,556 | |
Other liabilities | | | 75,629 | |
Advisory fee payable | | | 70,562 | |
Board of Managers' fees payable | | | 40,000 | |
| | | | |
Net Cash Provided by Operating Activities | | | 10,444,025 | |
| | | | |
CASH FLOWS FROM FINANCING ACTIVITIES | | | | |
| | | | |
Member subscriptions | | | 86,637,970 | |
Member interests repurchased | | | (81,191,304 | ) |
| | | | |
Net Cash Provided by Financing Activities | | | 5,446,666 | |
| | | | |
Net increase in cash and cash equivalents | | | 15,890,691 | |
Cash and cash equivalents at beginning of year | | | 5,953,258 | |
| | | | |
Cash and Cash Equivalents at End of Year | | $ | 21,843,949 | |
The accompanying notes are an integral part of these financial statements.
Excelsior Multi-Strategy Hedge Fund of Funds Master Fund, LLC
The following represents certain ratios to average Members’ Capital, total return, and other supplemental information for the periods indicated:
| | For the Year Ended: | |
| | | | | | | | | | | | | | | |
| | March 31, 2011 | | | March 31, 2010 | | | March 31, 2009 | | | March 31, 2008 * | | | March 31, 2007 | |
Net assets, end of | | | | | | | | | | | | | | | |
period | | $ | 441,055,884 | | | $ | 432,799,925 | | | $ | 343,863,804 | | | $ | 319,569,861 | | | $ | 310,364,405 | |
| | | | | | | | | | | | | | | | | | | | |
Ratio of net investment | | | | | | | | | | | | | | | | | | | | |
loss to average | | | (1.44 | %) | | | (1.11 | %) | | | (1.16 | %) | | | (1.18 | %) | | | (1.71 | %) |
Members' Capital | | | | | | | | | | | | | | | | | | | | |
(a) (b) | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Ratio of expenses to | | | | | | | | | | | | | | | | | | | | |
average Members' | | | 1.44 | % | | | 1.12 | % | | | 1.20 | % | | | 1.24 | % | | | 1.86 | % |
Capital (a) (b) | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Portfolio turnover | | | 11.27 | % | | | 23.33 | % ** | | | 24.20 | % | | | 7.37 | % | | | 30.25 | % |
| | | | | | | | | | | | | | | | | | | | |
Total return (c) | | | 4.15 | % | | | 15.04 | % | | | (15.98 | %) | | | 0.45 | % | | | 8.82 | % |
* | The Company reorganized into a master-feeder structure during this period. |
** | The ratio excludes amounts transferred to the Company pursuant to the acquisition of BACAP Alternative Multi-Strategy Fund, LLC. |
(a) | Ratio does not reflect the Company's proportionate share of the net investment income (loss) and expenses, including incentive fees or allocations, of the Portfolio Funds. The Portfolio Funds' expense ratios, excluding incentive fees or allocations, range from 1.00% to 6.04% (unaudited). The Portfolio Funds' incentive fees or allocations can be up to 25% of profits earned (unaudited). |
(b) | Average Members' Capital is determined using the net assets at the end of each month during the period and net assets at the beginning of the period. |
(c) | Total return assumes a purchase of an interest in the Company on the first day and the sale of an interest on the last day of the period and is calculated using geometrically linked monthly returns. An individual Member's return may vary from these returns based on the timing of Member subscriptions and redemptions. |
The accompanying notes are an integral part of these financial statements.
Excelsior Multi-Strategy Hedge Fund of Funds Master Fund, LLC
Notes to Financial Statements
March 31, 2011
Excelsior Multi-Strategy Hedge Fund of Funds Master Fund, LLC, formerly known as Excelsior Directional Hedge Fund of Funds Master Fund, LLC (the “Company”), was organized as a limited liability company under the laws of Delaware on July 6, 2000, and commenced operations on October 1, 2000. The Company is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as a non-diversified, closed-end management investment company. The Company’s investment objective is to seek capital appreciation. The Company pursues its investment objective principally through a multi-manager, multi-strategy program of investments in a diverse group of private investment funds (the “Portfolio Funds”) that primarily invest or trade in a wide range of equity and debt securities. There can be no assurance that the investment objective of the Company will be achieved. The investment managers of the Portfolio Funds in which the Company invests generally conduct their investment programs through these Portfolio Funds. The Company invests in the Portfolio Funds as a limited partner or member along with other investors.
Excelsior Multi-Strategy Hedge Fund of Funds (TI), LLC, formerly known as Excelsior Directional Hedge Fund of Funds (TI), LLC (the “TI Fund") and Excelsior Multi-Strategy Hedge Fund of Funds (TI 2), LLC (the “TI 2 Fund”), each a Delaware limited liability company that is registered under the 1940 Act as a non-diversified, closed-end management investment company, and Excelsior Directional Hedge Fund of Funds, Ltd. (the “Ltd Fund”) and Excelsior Multi-Strategy Hedge Fund of Funds 2, Ltd. (the “Ltd 2 Fund,” and together with the TI Fund, the TI 2 Fund, and the Ltd Fund, the “Feeder Funds”) pursue their investment objectives by investing substantially all of their assets in the Company. The Feeder Funds have the same investment objective and substantially the same investment policies as the Company (except that the Feeder Funds pursue their investment objectives by investing in the Company).
Effective April 1, 2010, Bank of America Capital Advisors LLC (the "Adviser") serves as the investment adviser of the Company. The Adviser is an indirect wholly-owned subsidiary of Bank of America Corporation (“Bank of America”) and a registered investment adviser. Bank of America is a financial holding company which has its principal executive offices at 101 North Tryon Street, Charlotte, North Carolina. The Adviser is responsible for developing, implementing and supervising the investment program and providing day-to-day management services.
The Company’s Board of Managers (the “Board”) has overall responsibility to manage and supervise the operations of the Company, including the exclusive authority to oversee and to establish policies regarding the management, conduct and operation of the Company’s business. The Board exercises the same powers, authority and responsibilities on behalf of the Company as customarily exercised by directors of a typical investment company registered under the 1940 Act and organized as a corporation. The Board has engaged the Adviser to provide investment advice regarding the selection of the Portfolio Funds and to manage the day-to-day operations of the Company.
Excelsior Multi-Strategy Hedge Fund of Funds Master Fund, LLC
Notes to Financial Statements (continued)
March 31, 2011
The Company operates as a vehicle for the investment of substantially all of the assets of the Feeder Funds as members of the Company (“Members”). As of March 31, 2011, the TI Fund’s, TI 2 Fund’s, Ltd Fund’s, and Ltd 2 Fund’s ownership of the Company’s Members’ Capital was 59.96%, 1.42%, 36.57% and 2.05%, respectively.
Interests in the Company (“Interests”) are generally offered only to the Feeder Funds and subscriptions for Interests may be accepted as of the first day of each month, or at such times as the Board may determine. The Company may, from time to time, offer to repurchase Interests from its Members pursuant to written tenders by Members. These repurchase offers will be made at such times and on such terms as may be determined by the Board, in its sole discretion, subject to the liquidity of the Company’s assets and other factors considered by the Board. The Adviser expects that it will recommend to the Board that the Company offer to repurchase Interests from Members four times each year, effective as of the last day of each calendar quarter. Members can only transfer or assign Interests under certain limited circumstances.
2. Significant Accounting Policies
a. Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”) requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Management believes that the estimates utilized in preparing the Company’s financial statements are reasonable and prudent; however, actual results could differ from these estimates.
b. Company Expenses
The Company bears certain expenses incurred in its business, including, but not limited to, the following: fees paid directly or indirectly to the investment managers of the Portfolio Funds; all costs and expenses directly related to portfolio transactions and positions for the Company’s account; legal fees; accounting and auditing fees; custodial fees; fees paid to the Company’s administrator; costs of insurance; advisory fees; the fees and travel expenses and other expenses of the Board; all costs with respect to communications regarding the Company’s transactions among the Adviser and any custodian or other agent engaged by the Company; and other types of expenses approved by the Board. Expenses, including incentive fees and allocations, of the Portfolio Funds are not broken out separately on the accompanying Statement of Operations, and are not included in the expense ratios shown in the accompanying Financial Highlights. The income and expenses of the Portfolio Funds are, however, included in realized and unrealized gains on investments on the accompanying Statement of Operations. Excelsior Multi-Strategy Hedge Fund of Funds Master Fund, LLC
Notes to Financial Statements (continued)
March 31, 2011
c. Income Taxes
As a limited liability company that is taxed as a partnership, no provision for the payment of federal, state or local income taxes has been provided by the Company. Each Member is individually required to report on its own tax return its share of the Company’s taxable income or loss. The Company has a tax year end of December 31.
The cost of the Portfolio Funds for federal tax purposes is based on amounts reported to the Company on Schedule K-1 from the Portfolio Funds. As of March 31, 2011, the Company has not yet received information to determine the current tax cost of the Portfolio Funds. Based on the amounts reported to the Company on Schedule K-1 as of December 31, 2010, and after adjustment for purchases and sales between December 31, 2010 and March 31, 2011, the estimated cost of the Portfolio Funds at March 31, 2011 for federal tax purposes is $397,720,087. The resulting estimated net unrealized appreciation for tax purposes on the Portfolio Funds at March 31, 2011 is $34,986,176.
The authoritative guidance on accounting for and disclosure of uncertainty in tax positions requires management to determine whether a tax position of the Company is “more likely than not” to be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. For tax positions meeting the “more likely than not” threshold, the tax amount recognized in the financial statements is reduced by the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement with the relevant taxing authority.
The Adviser is not aware of any tax positions with respect to the Company, for which it is reasonably possible that the total amounts of unrecognized tax benefits or losses will significantly change in the next twelve months. However, the Adviser’s conclusions may be subject to future review based on changes in, or the interpretation of, the accounting standards or tax laws and regulations. Each of the Company’s federal tax returns for the prior three fiscal years remains subject to examination by the Internal Revenue Service.
d. Security Transactions
Distributions received from the Portfolio Funds, whether in the form of cash or securities, are applied first as a reduction of the investment’s cost, and any excess is treated as realized gain from investments in the Portfolio Funds. Realized gains or losses on investments in the Portfolio Funds are measured by the difference between the proceeds from the sale or liquidation and the cost basis of the investment using the specific identification method without regard to unrealized appreciation or depreciation reported in prior years.
Excelsior Multi-Strategy Hedge Fund of Funds Master Fund, LLC
Notes to Financial Statements (continued)
March 31, 2011
e. Other
Net investment income or loss and net realized and unrealized gain or loss from investments of the Company for each fiscal period are allocated between, and credited to or debited against, the capital accounts of Members as of the last day of the fiscal period in accordance with each Member’s respective investment percentage for the fiscal period, as defined in the Company’s Limited Liability Company Agreement (the “LLC Agreement”).
Cash and cash equivalents consist of amounts maintained in a PFPC Trust Company (“PFPC”) interest-bearing account. Interest income is recorded on the accrual basis.
3. Portfolio Valuation
The net asset value (“NAV”) of the Company is determined by, or at the direction of, the Adviser as of the close of business at the end of each fiscal period (as defined in the LLC Agreement), in accordance with the valuation principles set forth below, or as may be determined from time to time, pursuant to valuation procedures established by the Board. Pursuant to the valuation procedures, the Board has delegated to the Adviser the general responsibility for valuation of the investments in the Portfolio Funds subject to the oversight of the Board.
The investments in the Portfolio Funds are recorded at fair value, generally at an amount equal to the NAV of the Company's investment in the Portfolio Funds as determined by the Portfolio Fund's general partner or investment manager. If no such information is available or if such information is deemed to be not reflective of fair value, an estimated fair value is determined in good faith by the Adviser pursuant to the valuation procedures. Generally, the NAVs of investments in the Portfolio Funds are determined whereby the Company records the investment and subsequent subscriptions at its acquisition cost which represents its fair value. The investment is adjusted to reflect the Company’s share of net investment income or loss and unrealized and realized gain or loss that reflects the changes in the fair value of the investment for the period. As of March 31, 2011, a majority of the investments in the Portfolio Funds were fair valued using the NAV of the Portfolio Fund. The amount of investments that were not fair valued using the NAV of the Portfolio Fund as of March 31, 2011 was immaterial with respect to the overall value of the Company.
The Portfolio Funds generally record their investments at fair value in accordance with GAAP or International Financial Reporting Standards. The Portfolio Funds generally hold positions in readily marketable securities and derivatives that are valued at quoted market values and/or less liquid nonmarketable securities and derivatives that are valued at estimated fair value. Accordingly, valuations do not necessarily represent the amounts that might be realized from sales or other dispositions of investments, nor do they reflect other expenses or fees that might be incurred upon disposition. The mix and concentration of more readily marketable securities and less liquid nonmarketable securities varies across the Portfolio Funds based on various factors, including the nature of their investment strategy and market forces.
Excelsior Multi-Strategy Hedge Fund of Funds Master Fund, LLC
Notes to Financial Statements (continued)
March 31, 2011
Because of the inherent uncertainty of valuations of the investments in the Portfolio Funds, their estimated values may differ significantly from the values that would have been used had a ready market for the Portfolio Funds existed, and the differences could be material. Net change in accumulated unrealized appreciation on investments in the statement of operations is net of fees and performance-based compensation paid to the investment managers of the Portfolio Funds.
Some of the Portfolio Funds may invest all or a portion of their assets in illiquid securities and may hold a portion or all of these investments independently from the main portfolio. These separate baskets of illiquid securities (“side pockets”) may be subject to additional restrictions on liquidity than the main portfolio of the Portfolio Fund. If the Company withdraws its interest from such a Portfolio Fund, it may be required to maintain its holding in the side pocket investments for an extended period of time and retain this remaining interest in the Portfolio Fund. In instances where such a Portfolio Fund closes its operations, the Company may receive an “in-kind” distribution of a side pocket’s holdings in liquidation of its entire interest in the Portfolio Fund. The value of side pockets may fluctuate significantly. As of March 31, 2011, the Company’s investments in side pockets represented 5.09% of the Company’s net assets. Restrictions applicable to individual Portfolio Funds are described in detail on the Company’s Schedule of Investments. Additionally, the governing documents of the Portfolio Funds generally provide that the Portfolio Funds may suspend, limit or delay the right of their investors, such as the Company, to withdraw capital.
The Company uses a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The objective of a fair value measurement is to determine the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). Accordingly, the fair value hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows:
| · | Level 1 – Unadjusted quoted prices in active markets for identical, unrestricted assets or liabilities that the Company has the ability to access at the measurement date; |
| · | Level 2 – Quoted prices which are not considered to be active, or inputs that are observable (either directly or indirectly) for substantially the full term of the asset or liability; and |
| · | Level 3 – Prices, inputs or modeling techniques which are both significant to the fair value measurement and unobservable (supported by little or no market activity). |
Excelsior Multi-Strategy Hedge Fund of Funds Master Fund, LLC
Notes to Financial Statements (continued)
March 31, 2011
The preparation of the Schedule of Investments in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the Schedule of Investments and accompanying notes. Management believes that the estimates utilized in preparing the Company’s Schedule of Investments are reasonable and prudent; however, the actual results could differ from these estimates. The Company complies with the authoritative guidance under GAAP for estimating the fair value of investments in the Portfolio Funds that have calculated the NAV per share in accordance with the specialized accounting guidance for investment companies. Accordingly, the Company estimates the fair value of an investment in a Portfolio Fund using the NAV of the investment (or its equivalent) without further adjustment unless the Adviser determines that the NAV is deemed to be not reflective of the fair value.
Investments may be classified as Level 2 when market information (observable NAVs) is available, yet the investment is not traded in an active market and/or the investment is subject to transfer restrictions, or the valuation is adjusted to reflect illiquidity and/or non-transferability. Market information, including observable NAVs, subscription and redemption activity at the underlying Portfolio Fund, and the length of time until the investment will become redeemable is considered when determining the proper categorization of the investment’s fair value measurement within the fair valuation hierarchy. The Portfolio Fund investments that have observable market inputs (published NAVs) and that the Company has the ability to redeem within three months of the balance sheet date are classified in the fair value hierarchy as Level 2.
The Company’s investments in the Portfolio Funds that have unobservable inputs and/or from which the Company does not have the ability to redeem within three months are classified in the fair value hierarchy as Level 3. When observable prices are not available for these securities, the Adviser uses the market approach, as defined in the authoritative guidance on fair value measurements, to evaluate or adjust the fair value of such Level 3 instruments.
The Company recognizes transfers into and out of the Levels indicated above at the beginning of the reporting period. All transfers into Level 2 and out of Level 3 can be found in the Level 2 and Level 3 reconciliation tables. There were no transfers between Level 1 and Level 2 for the year ended March 31, 2011.
Excelsior Multi-Strategy Hedge Fund of Funds Master Fund, LLC
Notes to Financial Statements (continued)
March 31, 2011
The following table sets forth information about the level within the fair value hierarchy at which the Portfolio Fund investments are measured at March 31, 2011:
| | Level 1 | | | Level 2 | | | Level 3 | | | Total | |
Event Driven/Relative Value Funds | | $ | - | | | $ | 53,121,322 | | | $ | 64,216,193 | | | $ | 117,337,515 | |
Hedged Long/Short Equity Funds | | | - | | | | 49,589,741 | | | | 359,287 | | | | 49,949,028 | |
Hedged Sector Funds | | | - | | | | 53,528,951 | | | | 15,430,787 | | | | 68,959,738 | |
Opportunistic Long/Short (Global) Funds | | | - | | | | 109,114,779 | | | | 110,289 | | | | 109,225,068 | |
Opportunistic (U.S. Only) Funds | | | - | | | | 34,833,072 | | | | 52,401,842 | | | | 87,234,914 | |
| | | | | | | | | | | | | | | | |
Total | | $ | - | | | $ | 300,187,865 | | | $ | 132,518,398 | | | $ | 432,706,263 | |
The level classifications in the table above are not indicative of the risk associated with the investment in each Portfolio Fund.
The following table includes a roll-forward of the amounts for the year ended March 31, 2011 for the investments classified within Level 2. The classification of an investment within Level 2 is based on the significance of the observable inputs to the overall fair value measurement.
| | Balance as of 3/31/2010 | | | Transfers into Level 2* | | | Net realized gain from Portfolio Fund redemptions | | | Net change in accumulated unrealized appreciation on investments | | | Net purchases (sales) | | | Balance as of 3/31/2011 | |
Event Driven/ Relative Value Funds | | $ | 33,345,738 | | | $ | - | | | $ | - | | | $ | 1,775,584 | | | $ | 18,000,000 | | | $ | 53,121,322 | |
Hedged Long/ Short Equity Funds | | | 64,095,669 | | | | - | | | | 2,222,673 | | | | (1,204,690 | ) | | | (15,523,911 | ) | | | 49,589,741 | |
Hedged Sector Funds | | | 46,110,106 | | | | - | | | | - | | | | 6,418,845 | | | | 1,000,000 | | | | 53,528,951 | |
Opportunistic Long/Short (Global) Funds | | | 95,324,233 | | | | 10,648,268 | | | | - | | | | 3,142,278 | | | | - | | | | 109,114,779 | |
Opportunistic (U.S. Only) Funds | | | 30,107,317 | | | | 15,875,661 | | | | 6,440,425 | | | | (3,949,906 | ) | | | (13,640,425 | ) | | | 34,833,072 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total | | $ | 268,983,063 | | | $ | 26,523,929 | | | $ | 8,663,098 | | | $ | 6,182,111 | | | $ | (10,164,336 | ) | | $ | 300,187,865 | |
*Transfers represent investments in the Portfolio Funds that were previously categorized as Level 3 investments for the fiscal year ended March 31, 2010. Reclassification is being made as of April 1, 2010 due to the expiration of the lock-up provisions associated with the investments.
Excelsior Multi-Strategy Hedge Fund of Funds Master Fund, LLC
Notes to Financial Statements (continued)
March 31, 2011
The following table includes a roll-forward of the amounts for the year ended March 31, 2011 for the investments classified within Level 3. The classification of an investment within Level 3 is based on the significance of the unobservable inputs to the overall fair value measurement.
| | Balance as of 3/31/2010 | | | Transfers out of Level 3* | | | Net realized gain from Portfolio Fund Redemptions | | | Net change in accumulated unrealized appreciation on investments | | | Net Purchases (Sales) | | | Balance as of 3/31/2011 | |
Event Driven/ Relative Value Funds | | $ | 70,595,236 | | | $ | - | | | $ | 482,059 | | | $ | 3,354,379 | | | $ | (10,215,481 | ) | | $ | 64,216,193 | |
Hedged Long/ Short Equity Funds | | | 718,575 | | | | - | | | | 406,905 | | | | (359,288 | ) | | | (406,905 | ) | | | 359,287 | |
Hedged Sector Funds | | | - | | | | - | | | | - | | | | 1,430,787 | | | | 14,000,000 | | | | 15,430,787 | |
Opportunistic Long/ Short (Global) Funds | | | 10,794,577 | | | | (10,648,268 | ) | | | - | | | | 22,080 | | | | (58,100 | ) | | | 110,289 | |
Opportunistic (U.S. Only) Funds | | | 65,459,084 | | | | (15,875,661 | ) | | | - | | | | 4,649,410 | | | | (1,830,991 | ) | | | 52,401,842 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total | | $ | 147,567,472 | | | $ | (26,523,929 | ) | | $ | 888,964 | | | $ | 9,097,368 | | | $ | 1,488,523 | | | $ | 132,518,398 | |
*Transfers represent investments in the Portfolio Funds that have been reclassified as Level 2 investments for the year ended March 31, 2011. Reclassification is being made as of April 1, 2010 due to the expiration of the lock-up provisions associated with the investments.
All net realized and unrealized gains (losses) in the table above are reflected in the accompanying Statement of Operations. The net change in accumulated unrealized appreciation for the year ended March 31, 2011 for Level 3 investments held by the Company as of March 31, 2011, was an increase of $9,177,946 as shown in the table below:
| | Net Change in Accumulated Unrealized Appreciation | |
Event Driven/Relative Value Funds | | $ | 3,434,960 | |
Hedged Long/Short Equity Funds | | | (359,288 | ) |
Hedged Sector Funds | | | 1,430,787 | |
Opportunistic Long/Short (Global) Funds | | | 22,080 | |
Opportunistic (U.S. Only) Funds | | | 4,649,407 | |
Total | | $ | 9,177,946 | |
Excelsior Multi-Strategy Hedge Fund of Funds Master Fund, LLC
Notes to Financial Statements (continued)
March 31, 2011
The Company uses authoritative guidance that permits a reporting entity to measure the fair value of an investment that does not have a readily determinable fair value based on the NAV per share for the investment. In using NAV, certain attributes of the investment that may impact the fair value of the investment are not considered in measuring fair value. Attributes of those investments include the investment strategies of the investees and may also include, but are not limited to, restrictions on the investor’s ability to redeem its investments at the measurement date and any unfunded commitments. The Company is permitted to invest in alternative investments that do not have a readily determinable fair value, and as such, has determined that the NAV, as calculated by the reporting entity, represents the fair value of the investments. A listing of the investments held by the Company and their attributes as of March 31, 2011, that may qualify for these valuations are shown in the table below.
Investment Class | | Fair Value | | Redemption frequency | | Notice Period | | Redemption Restrictions and Terms |
Event Driven/Relative Value Funds (a) | | $117,337,515 | | Monthly - Annually | | 45 - 90 Days | | 0-2 years |
Hedged Long/Short Equity Funds (b) | | 49,949,028 | | Quarterly | | 30 - 60 Days | | none |
Hedged Sector Funds (c) | | 68,959,738 | | Monthly - Quarterly | | 30 - 90 Days | | 0-1 years |
Opportunistic Long/Short (Global) Funds (d) | | 109,225,068 | | Monthly - Quarterly | | 30 - 90 Days | | none |
Opportunistic (U.S. Only) Funds (e) | | 87,234,914 | | Quarterly - Tri-annually | | 45 - 90 Days | | 0-3 years |
The information summarized in the preceding table represents the general terms of the specified asset class. Individual Portfolio Funds may have terms that are more or less restrictive than those terms indicated for the asset class as a whole. In addition, most of the Portfolio Funds have the flexibility, as provided for in the constituent documents, to modify and waive such terms. Additional details on the terms and restrictions for each Portfolio Fund are included on the Schedule of Investments included with this report.
The Company’s investments reflect their estimated fair value, which for marketable securities would generally be the last sales price on the primary exchange for such security, and for the Portfolio Funds would generally be NAV as provided by the Portfolio Fund or its administrator. For each of the classes below, the fair value of the Portfolio Funds has been estimated using NAV of the Portfolio Funds.
| a) | Event Driven/Relative Value Funds This class includes the Portfolio Funds that invest using two primary styles: Event-Driven and Relative Value. Event-Driven strategies typically include investments in common and preferred equities and various types of debt (often based on the probability that a particular event will occur). These may include distressed or Special Situations investments (securities of companies that are experiencing difficult business situations). Relative Value strategies may include long and short positions in common and preferred equity, convertible securities, and various forms of senior and junior (typically unsecured) debt. Investments under this style may also include index options, options on futures contracts, and other derivatives. |
Excelsior Multi-Strategy Hedge Fund of Funds Master Fund, LLC
Notes to Financial Statements (continued)
March 31, 2011
| b) | Hedged Long/Short Equity Funds This class includes the Portfolio Funds that invest long, short, and balanced primarily in common stocks. Management of each Portfolio Fund has the ability to shift investments from value to growth strategies, from small to large capitalization stocks, and from a net long to a net short position. The Portfolio Funds may invest in U.S. and non-U.S. equities and equity-related instruments, short sales, fixed income securities, currencies, futures, forward contracts, swaps, other derivatives and other financial instruments and commodities within the scope of each respective operating agreement. |
| c) | Hedged Sector Funds This class includes the Portfolio Funds that invest primarily in publicly-traded securities issued by companies in specified industry sectors such as technology, healthcare, utility, energy, shipping or transportation. The Portfolio Funds’ holdings may include long and short positions in common and preferred equity. |
| d) | Opportunistic (Global) Funds This class includes the Portfolio Funds that invest in all global markets and across all security types including equities, fixed income, commodities, currencies, futures, and exchange-traded funds. The Portfolio Funds in this class may include global long/ short equity funds, global macro funds, and commodity pools. |
| e) | Opportunistic (U.S.) Only Funds This class includes the Portfolio Funds that invest in domestic markets and across all security types including equities, fixed income, commodities, currencies, futures, and exchange-traded funds. The Portfolio Funds in this class may include global long/short equity funds, global macro funds, and commodity pools. |
As of March 31, 2011, the Company had investments in 44 Portfolio Funds. The Company, as an investor in these Portfolio Funds, is charged management fees up to 2.00% (per annum) of the net asset value of its ownership interests in the Portfolio Funds, as well as incentive fees or allocations up to 25.00% of net profits earned that are allocable to the Company's ownership interests in such Portfolio Funds. The Company also generally bears a pro rata share of the other expenses of each Portfolio Fund in which it invests. Total expenses, including incentive fees or allocations, for the fiscal year ended March 31, 2011, ranged from approximately 1.00% to 7.96% of the Company's average invested capital in the Portfolio Funds. Incentive fees or allocations for the same fiscal year ranged from approximately 0.00% to 6.11% of the Company's average invested capital in the Portfolio Funds. These ratios may vary over time depending on the allocation of the Company's assets among the Portfolio Funds and the actual expenses and investment performance of the Portfolio Funds. Although the foregoing ranges of Portfolio Fund expense ratios are based on audited financial data received from the Portfolio Funds, the ranges were not audited by the Company's independent registered public accounting firm.
Excelsior Multi-Strategy Hedge Fund of Funds Master Fund, LLC
Notes to Financial Statements (continued)
March 31, 2011
Aggregate purchases and proceeds of interests in the Portfolio Funds for the year ended March 31, 2011, were $48,020,573 and $56,696,384, respectively. There are no unfunded commitments outstanding to the Portfolio Funds.
4. Advisory Fee
The Adviser provides investment advisory services and incurs research, travel and other expenses related to the selection and monitoring of investment managers. Further, the Adviser provides certain management and administrative services to the Company, including providing office space and other support services, maintaining files and records, and preparing and filing various regulatory materials. In consideration for such services, the Company pays the Adviser a quarterly advisory fee in arrears at an annual rate of 1.0% based on the Company's net assets on the first business day of each quarter after adjustment for any subscriptions effective on that date. Each of the Feeder Funds pays the Adviser a quarterly management fee at an annual rate of 0.5% based on the Feeder Fund’s net assets on the first business day of each quarter after adjustment for any subscriptions effective on that date.
For the year ended March 31, 2011, the Company incurred advisory fees totaling $4,460,508, of which $1,124,016 was payable as of March 31, 2011.
5. Related Party Transactions and Other
Affiliates of the Adviser may have banking, underwriting, lending, brokerage, or other business relationships with the Portfolio Funds in which the Company invests and with companies in which the Portfolio Funds invest.
The Board is made up of five Managers who are not “interested persons,” as defined by Section 2(a)(19) of the 1940 Act, of the Company (the “Disinterested Managers”). Until July 1, 2010, the Disinterested Managers received an annual retainer of $10,000 and per-meeting fees of: $2,000 for in-person attendance at quarterly meetings of the Board; $1,000 for telephone participation at a quarterly Board meeting or for participation at a telephonic special meeting of the Board; and $1,000 for each audit committee meeting (whether held in-person or by telephone). In addition to Board related fees incurred by the Company, such fees were also incurred directly by the Feeder Funds. Effective July 1, 2010, the Board compensation structure was modified, such that the Disinterested Managers now receive an annual retainer of $40,000 for their services to both the Company and the Feeder Funds, and no longer receive any per meeting fees. The retainer is paid by the Company and allocated pro-rata to the Feeder Funds. All Disinterested Managers may be reimbursed for expenses of attendance at each regular or special meeting of the Board or of any committee thereof and for their expenses, if any, in connection with any other service or activity they perform or engage in as Managers. The Company incurred $247,000 of retainer- and Board-related fees for the year ended March 31, 2011, $50,000 of which was payable as of March 31, 2011.
Excelsior Multi-Strategy Hedge Fund of Funds Master Fund, LLC
Notes to Financial Statements (continued)
March 31, 2011
The Company has retained J. D. Clark & Company (the "Administrator") to provide accounting and certain administrative and investor services to the Company. The Administrator is a wholly-owned division of UMB Fund Services, Inc., a subsidiary of UMB Financial Corporation. Effective April 1, 2010, the Company pays the Administrator a quarterly fee equal to the greater of: (i) $10,000; or (ii) .0001875 of the Company’s net assets as of the first day of each calendar quarter on the first $200 million of net assets, plus .0001625 of the Company’s net assets of $200 million to $400 million, plus .0001375 of the Company’s net assets of $400 million to $600 million, plus .0001125 of the Company’s net assets $600 million to $800 million, plus .0001 of the Company’s net assets in excess of $800 million, plus a tax compliance and preparation fee of $7,500 per calendar quarter, plus an audited financial statement preparation fee of $1,250 per calendar quarter. For the year ended March 31, 2011, the Company incurred $334,408 in expenses related to such administrative services, none of which was payable as of March 31, 2011. The Feeder Funds incur direct additional expenses for the services provided by the Administrator. The aggregate change in the administrative services cost structure did not materially affect the Feeder Funds and their members.
PFPC, which will be renamed BNY Mellon Investment Servicing Trust Company effective July 1, 2011, serves as custodian of the Company’s assets and provides custodial services to the Company.
6. Bank Note - Line of Credit Facility
On July 23, 2010, the Company entered into a revolving loan credit facility with an unaffiliated financial institution for a line of credit at any one time of up to $70,000,000. The line of credit is secured by the Company's cash and investment securities. Interest on any outstanding loans accrues at a rate per annum equal to LIBOR plus 2.20% and the Company is required to pay a facility fee at a rate of 1.10% per annum on the unused portion of the line of credit. For the year ended March 31, 2011, the Company incurred approximately $538,975 in facility fees related to the credit facility. As of March 31, 2011, the Company did not have any revolving loans outstanding under the facility.
7. Financial Instruments with Off-Balance Sheet Risk
In the normal course of business, the Portfolio Funds in which the Company invests trade various financial instruments and may enter into various investment activities with off-balance sheet risk. These include, but are not limited to, short selling, writing option contracts, and equity swaps. However, as a result of the investments by the Company as a limited partner or member, the Company’s liability with respect to its investments in the Portfolio Funds is generally limited to the net asset value of its interest in each Portfolio Fund.
Excelsior Multi-Strategy Hedge Fund of Funds Master Fund, LLC
Notes to Financial Statements (continued)
March 31, 2011
Because the Company is a closed-end investment company, Interests are not redeemable at the option of Members and are not exchangeable for interests of any other fund. Although the Board in its discretion may cause the Company to offer from time to time to repurchase Interests at the Members’ capital account value, Interests are considerably less liquid than shares of funds that trade on a stock exchange or shares of open-end investment companies. With respect to any offer to repurchase Interests by the Company, the aggregate repurchase amount will be determined by the Board in its discretion and such repurchase amount may represent only a small portion of outstanding Interests. Because the Company’s investments in Portfolio Funds themselves have limited liquidity, the Company may not be able to fund significant repurchases. Members whose Interests are accepted for repurchase also bear the risk that the Company's Members’ capital account value may fluctuate significantly between the time that they submit their request for repurchase and the date as of which Interests are valued for the purpose of repurchase.
As described in the footnotes of the Company’s Schedule of Investments and in Note 3, some Portfolio Funds have suspended or restricted withdrawals of capital, which increases the liquidity risk for the Company. Liquidity risk is the risk that the Company will encounter difficulty in meeting obligations associated with financial liabilities. Liquidity could be impaired by an inability to access secured and/or unsecured sources of financing, an inability to sell assets or to withdraw capital from the Portfolio Funds, or unforeseen outflows of cash to meet tender demands. This situation may arise due to circumstances outside of the Company’s control, such as a general market disruption or an operational issue affecting the Company or third parties, including the Portfolio Funds. Also, the ability to sell assets may be impaired if other market participants are seeking to sell similar assets at the same time.
The Company's capital invested in the Portfolio Funds can be withdrawn on a limited basis. As a result, the Company may not be able to liquidate quickly some of its investments in the Portfolio Funds in order to meet liquidity requirements.
There are a number of other risks to the Company. Three principal types of risk that can adversely affect the Company’s investment approach are market risk, strategy risk, and manager risk. The Company also is subject to multiple manager risks, possible limitations in investment opportunities, allocation risks, lack of diversification, and other risks for the Company and potentially for each Portfolio Fund.
8. Guarantees
In the normal course of business, the Company enters into contracts that provide general indemnifications. The Company’s maximum exposure under these arrangements is dependent on future claims that may be made against the Company, and therefore, cannot be established; however, based on experience, the risk of loss from any such claim is considered remote. Excelsior Multi-Strategy Hedge Fund of Funds Master Fund, LLC
Notes to Financial Statements (continued)
March 31, 2011
9. Subsequent Events
The Company has evaluated all subsequent events through May 27, 2011, the date on which these financial statements were available to be issued and, except as noted below has determined that no additional disclosures are required.
On March 30, 2011, the Company announced a tender offer to purchase up to $47,200,000 of outstanding Interests from Members. The NAV of the Interests will be calculated for this purpose on June 30, 2011. The tender offer expired on April 26, 2011.
On April 29, 2011, the Company received subscriptions of $470,713 from Members for Interests in the Company. These subscriptions became effective May 1, 2011.
On May 3, 2011, the Company paid $15,678,062 for total Interests repurchased from Members on March 31, 2011.
Excelsior Multi-Strategy Hedge Fund of Funds Master Fund, LLC
Company Management (Unaudited)
March 31, 2011
Information pertaining to the Board and officers of the Company is set forth below:
Name, Address and Age | | Position(s) Held with the Company | | Term of Office and Length of Time Served | | Principal Occupation During Past Five Years and Other Directorships Held | | Number of Portfolios in Fund Complex Overseen by Manager |
Disinterested Managers |
| | | | | | | | |
Alan Brott c/o Excelsior Multi-Strategy Hedge Fund of Funds Master Fund, LLC 225 High Ridge Road Stamford, CT 06905 (Born 1942) | | Manager | | Term Indefinite; Length- since August 2009 | | Consultant (since 10/91); Associate Professor, Columbia University Graduate School of Business (since 2000); Former Partner of Ernst & Young. Mr. Brott serves as a manager of Excelsior Multi-Strategy Hedge Fund of Funds (TI), LLC, Excelsior Multi-Strategy Hedge Fund of Funds (TE), LLC, Excelsior Multi-Strategy Hedge Fund of Funds (TI 2), LLC, Excelsior Multi-Strategy Hedge Fund of Funds (TE 2), LLC, Excelsior Private Markets Fund II (Master), LLC, Excelsior Private Markets Fund II (TI), LLC, Excelsior Private Markets Fund II (TE), LLC. He is also a director of Grosvenor Registered Multi-Strategy Master Fund, LLC, Grosvenor Registered Multi-Strategy Fund (TI 1), LLC, Grosvenor Registered Multi-Strategy Fund (TI 2), LLC and Grosvenor Registered Multi-Strategy Fund (TE), LLC, and a director of Stone Harbor Investment Funds (3 funds) and Emerging Markets Income Fund. | | 8 |
| | | | | | | | |
John C. Hover II c/o Excelsior Multi-Strategy Hedge Fund of Funds Master Fund, LLC 225 High Ridge Road Stamford, CT 06905 (Born 1943) | | Manager | | Term Indefinite; Length- since August 2009 | | Former Executive Vice President of U.S. Trust Company (retired since 2000). Mr. Hover serves as a manager of Excelsior Multi-Strategy Hedge Fund of Funds (TI), LLC, Excelsior Multi-Strategy Hedge Fund of Funds (TE), LLC, Excelsior Multi-Strategy Hedge Fund of Funds (TI 2), LLC, Excelsior Multi-Strategy Hedge Fund of Funds (TE 2), LLC, Excelsior Private Markets Fund II (Master), LLC, Excelsior Private Markets Fund II (TI), LLC, Excelsior Private Markets Fund II (TE), LLC, and Excelsior Venture Partners III, LLC, and a director of Tweedy, Browne Fund, Inc. | | 9 |
| | | | | | | | |
Victor F. Imbimbo, Jr. c/o Excelsior Multi-Strategy Hedge Fund of Funds Master Fund, LLC 225 High Ridge Road Stamford, CT 06905 (Born 1952) | | Manager | | Term Indefinite; Length- since October 2000 | | President and CEO of Caring Today, LLC, the publisher of Caring Today Magazine, the leading information resource within the family caregivers market; Former Executive Vice President of TBWA\New York and Former President for North America with TBWA/WorldHealth, a division of TBWA Worldwide, where he directed consumer marketing program development for healthcare companies primarily within the pharmaceutical industry. Mr. Imbimbo serves as a manager of Excelsior Multi-Strategy Hedge Fund of Funds (TI), LLC, Excelsior Multi-Strategy Hedge Fund of Funds (TE), LLC, Excelsior Multi-Strategy Hedge Fund of Funds (TI 2), LLC, Excelsior Multi-Strategy Hedge Fund of Funds (TE 2), LLC, Excelsior Private Markets Fund II (Master), LLC, Excelsior Private Markets Fund II (TI), LLC, Excelsior Private Markets Fund II (TE), LLC, and Excelsior Venture Partners III, LLC, and a director of Vertical Branding, Inc. | | 9 |
Excelsior Multi-Strategy Hedge Fund of Funds Master Fund, LLC
Company Management (Unaudited) continued
March 31, 2011
Stephen V. Murphy c/o Excelsior Multi-Strategy Hedge Fund of Funds Master Fund, LLC 225 High Ridge Road Stamford, CT 06905 (Born 1945) | | Manager | | Term Indefinite; Length- since October 2000 | | President of S.V. Murphy & Co, Inc., an investment banking firm. Mr. Murphy serves as a manager of Excelsior Multi-Strategy Hedge Fund of Funds (TI), LLC, Excelsior Multi-Strategy Hedge Fund of Funds (TE), LLC, Excelsior Multi-Strategy Hedge Fund of Funds (TI 2), LLC, Excelsior Multi-Strategy Hedge Fund of Funds (TE 2), LLC, Excelsior Private Markets Fund II (Master), LLC, Excelsior Private Markets Fund II (TI), LLC, Excelsior Private Markets Fund II (TE), LLC and Excelsior Venture Partners III, LLC, and a director of The First of Long Island Corporation, The First National Bank of Long Island and former director of Bowne & Co., Inc. (1/06 to 11/10). | | 9 |
| | | | | | | | |
Thomas G. Yellin c/o Excelsior Multi-Strategy Hedge Fund of Funds Master Fund, LLC 225 High Ridge Road Stamford, CT 06905 (Born 1954) | | Manager | | Term Indefinite; Length- since August 2009 | | President of The Documentary Group (since 6/06); Former President of PJ Productions (from 8/02 to 6/06); Former Executive Producer of ABC News (from 8/89 to 12/02). Mr. Yellin serves as a manager of Excelsior Multi-Strategy Hedge Fund of Funds (TI), LLC, Excelsior Multi-Strategy Hedge Fund of Funds (TE), LLC, Excelsior Multi-Strategy Hedge Fund of Funds (TI 2), LLC, Excelsior Multi-Strategy Hedge Fund of Funds (TE 2), LLC, Excelsior Private Markets Fund II (Master), LLC, Excelsior Private Markets Fund II (TI), LLC and Excelsior Private Markets Fund II (TE), LLC. He is also a director of Grosvenor Registered Multi-Strategy Master Fund, LLC, Grosvenor Registered Multi-Strategy Fund (TI 1), LLC, Grosvenor Registered Multi-Strategy Fund (TI 2), LLC and Grosvenor Registered Multi-Strategy Fund (TE), LLC. | | 8 |
| | | | | | | | |
Name, Address and Age | | Position(s) Held with the Company | | Term of Office and Length of Time Served | | Principal Occupation During Past Five Years | | Number of Portfolios in Fund Complex Overseen by Manager |
Officers who are not Managers |
|
Spencer Boggess One Bryant Park New York, NY 10036 (Born 1967) | | Chief Executive Officer | | Term Indefinite; Length - since March 2006 | | Managing Director, GWIM Alternative Investments Group, Bank of America (7/07 to present); President and Chief Executive Officer of Bank of America Capital Advisors LLC (4/10 to present); President and Chief Executive Officer of U.S. Trust Hedge Fund Management, Inc.; Portfolio Manager of the Company (7/03 to present). | | N/A |
| | | | | | | | |
Steven L. Suss 225 High Ridge Road Stamford, CT 06905 (Born 1960) | | Chief Financial Officer and Treasurer | | Term Indefinite; Length - since April 2007 | | Managing Director, GWIM Alternative Investments Group, Bank of America (7/07 to present); Senior Vice President of Bank of America Capital Advisors LLC (7/07 to present); Director, Chief Financial Officer and Treasurer (10/07 to 3/10) and Senior Vice President (6/07 to 3/10) of U.S. Trust Hedge Fund Management, Inc.; Director (4/07 to 5/08), Senior Vice President (7/07 to 5/08), and President (4/07 to 6/07) of UST Advisers, Inc.; Senior Vice President of U.S. Trust’s Alternative Investment Division (4/07 to 6/07); Chief Financial Officer and Chief Compliance Officer, Heirloom Capital Management, L.P. (5/02 to 9/06). | | N/A |
Excelsior Multi-Strategy Hedge Fund of Funds Master Fund, LLC
Company Management (Unaudited) continued
March 31, 2011
Mohan Badgujar One Bryant Park New York, NY 10036 (Born 1958) | | Chief Operating Officer | | Term Indefinite; Length - since March 2006 | | Director, GWIM Alternative Investments Group, Bank of America (7/07 to present); Senior Vice President of Bank of America Capital Advisors LLC (04/10 to present);Vice President of U.S. Trust Hedge Fund Management, Inc. (10/05 to 03/10); Managing Partner of Blue Hill Capital Partners LLC (10/03 to 10/05) (registered investment adviser). | | N/A |
| | | | | | | | |
Marina Belaya 114 W. 47th Street New York, NY 10036 (Born 1967) | | Secretary | | Term Indefinite; Length - since April 2007 | | Assistant General Counsel, Bank of America (7/07 to present); Vice President and Senior Attorney of U.S. Trust (2/06 to 6/07); Vice President, Corporate Counsel, Prudential Financial (4/05 to 01/06); Associate, Schulte Roth & Zabel LLP (09/02 to 03/05). | | N/A |
| | | | | | | | |
Fred Wofford 100 Federal Street Boston, MA 02110 (Born 1955) | | Chief Compliance Officer | | Term Indefinite; Length - since April 2011* | | Compliance Risk Executive, GWIM Alternative Investments, Bank of America (6/08 to present); Compliance Risk Executive, Columbia Management Advisors and the Columbia Funds, Bank of America (6/05 to 6/08); Head of Operations, Liberty Asset Management, Inc. (now, Banc of America Investment Advisors, Inc.) and the Liberty All-Star Funds, Bank of America/Fleet (3/03 to 5/05). | | N/A |
*Robert M. Zakem, the previous CCO of the Company, resigned his position with the Company on April 6, 2011.
All officers of the Company are employees and/ or officers of the Adviser.
ITEM 2. CODE OF ETHICS.
The Registrant has adopted a code of ethics that applies to the Registrant's principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions. For the fiscal year ended March 31, 2011, there were no amendments to a provision of the code of ethics that relates to any element of code of ethics definition, nor were there any waivers granted from a provision of the code of ethics. A copy of the Registrant's code of ethics is filed with this form N-CSR under Item 12(a)(1).
ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.
The Board of Managers of the Registrant has determined that Stephen V. Murphy, possesses the technical attributes identified in Instruction 2(b) of Item 3 to Form N-CSR to qualify as an "audit committee financial expert", and has designated Mr. Murphy as the Audit Committee's financial expert. Mr. Murphy is an "independent" Manager pursuant to paragraph (a)(2) of Item 3 on Form N-CSR.
ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
(a) Audit Fees
The aggregate fees, billed for professional services rendered by the Registrant's principal accountant for the audit of the Registrant's annual financial statements and security counts required under Rule 17f-2 of the Investment Company Act of 1940 (the "1940 Act") for the fiscal year ended March 31, 2011 were $35,000.
(b) Audit-Related Fees
There were no audit related services provided by the principal accountant to the Registrant during the fiscal year.
(c) Tax Fees
The fees billed to the Registrant by the principal accountant for the audit of the Registrant's annual financial statements for tax compliance, tax advice or tax planning services relating to the preparation of the Registrant’s tax returns for the fiscal year ended March 31, 2011 were $8,125.
(d) All Other Fees
The principal accountant billed no other fees to the Registrant during the fiscal year.
(e) (1) During its regularly scheduled periodic meetings, the Registrant's audit committee will pre-approve all audit, audit-related, tax and other services to be provided by the principal accountants of the Registrant. The audit committee has delegated pre-approval authority to its Chairman for any subsequent new engagements that arise between regularly scheduled meeting dates provided that any such pre-approved fees are presented to the audit committee at its next regularly scheduled meeting.
(e) (2) None
(f) Not applicable
(g) The amount of non-audit fees that were billed by the Registrant's accountant for services rendered to: (i) the Registrant, and (ii) the Registrant's investment adviser and any control person of the adviser that provides ongoing services to the Registrant for the fiscal year ended March 31, 2011 were $8,125 and $35,441, respectively.
(h) The Registrant's audit committee has considered whether the provision of non-audit services that may be rendered to the Registrant's investment adviser, and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the Registrant that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X is compatible with maintaining the principal account's independence. No such services were rendered.
ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.
Not applicable.
ITEM 6. SCHEDULE OF INVESTMENTS.
The Schedule of Investments is included as part of the report to members filed under Item 1 of this form.
ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-
END MANAGEMENT INVESTMENT COMPANIES.
A copy of the Proxy Voting Policies and Procedures is included as Exhibit 2 to this form.
ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT
COMPANIES
Substantially all of the assets of the Registrant will be invested in Excelsior Multi-Strategy Hedge Fund of Funds 2, Ltd., which in turn, will invest substantially all of its assets in Excelsior Multi-Strategy Hedge Fund of Funds Master Fund, LLC (the “Master Fund”). The portfolio management team of the Master Fund is described below.
(a) (1) Identification of Portfolio Manager(s) or Management Team Members and Description of Role of Portfolio Manager(s) or Management Team Members - As of the date of the filing.
Mr. Spencer N. Boggess is the portfolio manager (the "Portfolio Manager") primarily responsible for the day-to-day management of the registrant's portfolio, subject to such policies as may be adopted by the Board of Managers.
Mr. Boggess joined Bank of America Corporation as part of the acquisition of U.S. Trust and is a managing director. Since July 2003, Mr. Boggess has served as the portfolio manager of the Registrant and Chief Executive Officer of U.S. Trust Hedge Fund Management, Inc. (the “Adviser"). From 2000 to 2003, Mr. Boggess served as Co-Director of Research at CTC where he shared responsibility for sourcing, due diligence, portfolio construction and monitoring hedge fund managers for inclusion in the Registrant and for CTC advisory clients. Mr. Boggess is also the Chairman of the Education Committee of the Greenwich Roundtable, a non-profit organization focused on education for investors in hedge funds and private equity. From 1996 to 2000, Mr. Boggess was both Principal and the senior hedge fund research professional at Winston Partners, a McLean, VA based alternative investment management firm with three multi-manager hedge fund of funds products.
(a) (2) Other Accounts Managed by Portfolio Manager(s) or Management Team Member and Potential Conflicts of Interest
Other Accounts Managed by Portfolio Manager(s) or Management Team Member - As of March 31, 2011:
Registered Investment Companies Managed | Pooled Vehicles Managed | Other Accounts Managed |
Number | Total Assets | Number | Total Assets | Number | Total Assets |
0 | N/A | 14 | $1,119,267,636 | 0 | N/A |
Registered Investment Companies Managed | Pooled Vehicles Managed | Other Accounts Managed |
Number with Performance- Based Fees | Total Assets with Performance- Based Fees | Number with Performance- Based Fees | Total Assets with Performance- Based Fees | Number with Performance- Based Fees | Total Assets with Performance- Based Fees |
0 | N/A | 3 | $256,935,715 | 0 | N/A |
Potential Material Conflicts of Interest
Real, potential or apparent conflicts of interest may arise should Mr. Boggess have day-to-day portfolio management responsibilities with respect to more than one fund. Mr. Boggess may manage other accounts with investment strategies similar to the Registrant, including other investment companies, pooled investment vehicles and separately managed accounts. Fees earned by the Adviser may vary among these accounts and Mr. Boggess may personally invest in these accounts. These factors could create conflicts of interest because Mr. Boggess may have incentives to favor certain accounts over others, resulting in other accounts outperforming the Registrant. A conflict may also exist if Mr. Boggess identifies a limited investment opportunity that may be appropriate for more than one account, but the Registrant is not able to take full advantage of that opportunity due to the need to allocate that opportunity among multiple accounts. In addition, Mr. Boggess may execute transactions for another account that may adversely impact the value of securities held by the Registrant. However, the Adviser believes that these risks are mitigated by the fact that accounts with like investment strategies managed by Mr. Boggess are generally managed in a similar fashion and the Adviser has a policy that seeks to allocate opportunities on a fair and equitable basis.
(a) (3) Compensation Structure of Portfolio Manager(s) or Management Team Members - As of March 31, 2011:
Mr. Boggess' compensation consists of a combination of a fixed salary and a discretionary bonus. The discretionary bonus is not tied directly to the performance of, or value of assets, of the Registrant or any other fund managed by the Adviser. The amount of salary and bonus paid to Mr. Boggess is based on a variety of factors, including, without limitation, the financial performance of the Adviser, execution of managerial responsibilities, client interactions, support and general teamwork.
Ownership of Fund Securities
As of March 31, 2011, Mr. Boggess does not directly own any Interests in the Registrant.
ITEM 9. PURCHASE OF EQUITY SECURITIES BY CLOSE-END MANAGEMENT INVESTMENT
COMPANY AND AFFILIATED PURCHASERS.
Not applicable.
ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
There have been no material changes to the procedures by which members may recommend nominees to the Registrant's board of managers that would require disclosure.
ITEM 11. CONTROLS AND PROCEDURES.
| (a) | The Registrant's Principal Executive Officer and Principal Financial Officer have concluded that the Registrant's disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended (the "1940 Act")) were effective as of a date within 90 days prior to the filing date of this report, based on their evaluation of the effectiveness of the Registrant's disclosure controls and procedures, as required by Rule 30a-3(b) of the 1940 Act. |
| (b) | There were no changes in the Registrant's internal control over financial reporting that occurred during the Registrant's second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting. |
ITEM 12. EXHIBITS.
(a) (1) | Code of Ethics (See Exhibit 1) |
(a) (2) | Separate certifications for the Registrant's Principal Executive Officer and Principal Financial Officer, as required by Rule 30a-2(a) under the 1940 Act are filed herewith. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
(Registrant): Excelsior Multi-Strategy Hedge Fund of Funds (TE 2), LLC
By (Signature and Title): /s/ Spencer N. Boggess
Spencer N. Boggess, Principal Executive Officer
Date: June 10, 2011
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
(Registrant): Excelsior Multi-Strategy Hedge Fund of Funds (TE 2), LLC
By (Signature and Title): /s/ Steven L. Suss
Steven L. Suss, Principal Financial Officer
Date: June 10, 2011