Morgan Creek Global Equity Long/Short Institutional Fund (A Delaware Statutory Trust) |
Financial Statements with Report of Independent Registered Public Accounting Firm | |
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For the Year Ended March 31, 2017 | |
Contents | |
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Letter to Investors | 1 |
Report of Independent Registered Public Accounting Firm | 4 |
Financial Statements | |
Statement of Assets and Liabilities | 5 |
Schedule of Investments | 6 |
Statement of Operations | 11 |
Statement of Changes in Net Assets | 12 |
Statement of Cash Flows | 14 |
Notes to Financial Statements | 16 |
Board of Trustees (Unaudited) | 29 |
Fund Management (Unaudited) | 30 |
Other Information (Unaudited) | 31 |
Approval of Investment Management Agreement (Unaudited) | 32 |
Privacy Notice | 35 |
Morgan Creek Global Equity Long/Short Institutional Fund
(A Delaware Statutory Trust)
Letter to Investors
2017 Fiscal Year End Report
The Morgan Creek Global Equity Long/Short Institutional Fund (“MCGELSIF” or “the Fund”) seeks to generate attractive long-term returns with lower volatility and correlation relative to traditional equity benchmarks. The Fund utilizes a hybrid structure that combines opportunistic allocations to what we believe to be top-tier investment firms drawn from Morgan Creek’s extensive global network of relationships, and a direct investment portfolio (“Morgan Creek Direct1” or “MCD”), which is concentrated in the best ideas drawn from the overall strategy. We believe this combination of external managers and internal management provides a significant edge in being able to tactically adjust the portfolio to take advantage of investment opportunities and manage risk. The investment process begins with Morgan Creek choosing a cohort of external managers to express our top investment themes, which currently include: Wealth Transfer to Developing Markets, Growth of the Emerging Markets Consumer, Energy & Natural Resources and Demographics & Healthcare. Long/Short Technology is a secondary theme. Once we have established the core manager portfolio to reflect our asset allocation views, we create our direct investment portfolio by implementing a proprietary process that selects the highest conviction investment ideas from the underlying managers.
For the fiscal year ended March 31, 2017, the Fund gained +3.7% compared to +14.8% for the MSCI World Index and +5.9% for the HFRX Equity Hedge Index. The following sections provide more insight into the four quarters consisting of the Fund’s fiscal year, starting with the second calendar quarter of 2016 and ending with the first calendar quarter of 2017. Please let us know if you would like more information on any individual quarter (the commentaries have been condensed for the sake of brevity and clarity in this report). In summary, the Fund’s performance stabilized in fiscal year 2017 following a challenging period in the prior fiscal year. Duke University’s legendary Men’s Basketball Coach, Mike Krzyzewski (aka Coach K), maintains that what separates the great athlete from the average athlete is the philosophy of the next play. We have always believed that this philosophy applies perfectly to investing, and it is particularly crucial to our current mindset. The philosophy notes that average players allow a mistake to linger (they keep thinking about the last play), which ends up impacting their ability to perform well on the next play. Great players, however, can immediately shake off a mistake, like a missed shot or turnover (instant erasure), and quickly race back on defense, ready to make a play. This is not to say that great players and investors do not learn from their mistakes, it is more to say that they do not let bad outcomes cloud their judgment on future decisions. They treat them as independent events (focusing on long-term process rather than short-term outcomes).
With Coach K’s concept of the next play in mind, we have spent the last twelve months conducting a deep dive into the portfolio, evaluating each manager based on our framework of People, Process, Philosophy and Performance and ensuring the portfolio’s asset allocation lines up with our current market outlook. One outcome of this exercise was parting ways with four of the underlying managers, while welcoming two new managers into the fold. One of the new managers is a specialist in Energy and the other is an expert in Natural Resources. This has resulted in an increase in the Fund’s exposure to Energy & Natural Resources as a top investment theme. Conversely, we have withdrawn from Abenomics – Japanese Reflation as a top investment theme at this time, which led to full redemptions from the Fund’s two long-biased Japan specialists. Finally, we increased exposure to the Emerging Markets Consumer theme by upping the Fund’s exposure to India. The Fund’s alpha generation has started to turn
1 | Morgan Creek Direct (MCD) consists of MCD Top 20, MCD Qualitative Top 5, the Fund’s direct private co-investments and Morgan Creek Tactical. MCD Top 20 is a basket of 20 equally weighted equities and reflects the top long positions in the underlying portfolios of the current managers in the Morgan Creek Global Equity Long Short Institutional Fund. The basket is constructed using regulatory filings and manager-provided transparency reports on a quarterly basis and rebalanced every six weeks. MCD Qualitative Top 5 is a portfolio of equities sourced from the underlying portfolios of the current managers in the Morgan Creek Global Equity Long Short Institutional Fund. The strategy comprises no more than five long or short baskets of positions. “Morgan Creek Tactical” includes ETFs and other passive instruments. |
morgan creek capital management, llc | annual report to SHAREHOLDERS | 1 |
Morgan Creek Global Equity Long/Short Institutional Fund(A Delaware Statutory Trust)
Letter to Investors (continued)
back up and we believe the Fund is well-positioned for what we expect to be a challenging environment for US equity markets going forward. It is a privilege to manage capital on your behalf and we would welcome the opportunity to discuss the strategy in more detail. Please do not hesitate to get in touch with any questions, concerns or advice.
Q2 2016
MCGELSIF returned +0.2% during the quarter versus +1.0% for the MSCI World. Each of the underlying portfolio sub-strategies generated a positive return, however, the Morgan Creek Direct strategy held the portfolio back from further gains. Energy & Natural Resources gained +8.1% and was the largest contributor, with strong returns generated from the sharp rebound in the MLP sector. The decision to stick with the Fund’s manager in the space paid off, as the manager impressively fought its way back into positive territory during the second quarter following an incredibly difficult start to the calendar year,. Energy Transfer Equity (ETE) and Williams Companies (WMB) accounted for the bulk of the gains in MLPs. Asia was the second largest contributor during the quarter, returning +1.3%. We discussed our positive outlook for India in the 2016 Fiscal Year End Report and both the Fund’s managers with meaningful exposure to Indian equities were up mid-single digits for the quarter, outperforming the broader indices. Positive gains from India helped offset less robust performance in Japan and China, which was a slight headwind to performance. As mentioned above, we decided to withdraw from Abenomics – Japanese Reflation as a top investment theme in the portfolio.
Q3 2016
The Fund captured nearly three-quarters of the MSCI World’s upside, rising +3.6% versus +4.9%, despite being defensively postured. After a difficult start to the calendar year for equity long/short strategies, we were encouraged by the upturn in performance. The majority of the managers we stuck with following uncharacteristically poor performance in the first calendar quarter started to rebound nicely. Based on a historical analysis of previous intra-year drawdowns, the average MCGELSIF manager had recovered only about half of the typical amount following previous difficult periods through September. For example, Viking had rebounded +10.1% from its low point versus an average +20.6% return following similar sized drawdowns dating back to inception in 1999. We believe the recovery currently underway could potentially be even stronger than usual since the drawdown was much greater than average (over 50% greater by our analysis). Strong performance was evident almost everywhere in the portfolio during the third quarter, with every sub-strategy except Global Long/Short contributing to results.
Q4 2016
The fourth quarter proved to be a challenging end to a difficult calendar year for long/short equity strategies, with the Fund declining (4.9%) vs. +1.9% for the MSCI World. According to Morgan Stanley, both long and short alpha was negative, leading to long/short equity’s second worst quarter since 2010. The Fund suffered from negative alpha on both sides of the portfolio as well. If, as one of our managers likes to say, positive spread is the Holy Grail for long/short equity, then negative spread must be the Angel of Death. Positive long/short spread is defined as either: 1) when market rises, longs go up more than the market and shorts go up less, or 2) when market falls, longs go down less than the market and shorts go down more. In most years, the best long/short equity funds reliably generate positive spread through strong fundamental analysis (buy good companies with improving fundamentals and short bad companies with declining fundamentals). Even the very best managers have off years (no one gets all the fundamental judgments right), but what was so unusual about calendar year 2016 was that the majority our managers had off years at the same time. Internal analysis shows that our managers’ average long position rose by an estimated 4% (versus a gain of 7.5% for the MSCI World Index), while their average short position increased by an estimated 18.9%, implying a negative spread for the year of (14.9%). While this data is not absolutely precise (due to monthly, not daily, transparency into the underlying managers’ portfolios) we think it is directionally accurate
morgan creek capital management, llc | annual report to SHAREHOLDERS | 2 |
Morgan Creek Global Equity Long/Short Institutional Fund(A Delaware Statutory Trust)
Letter to Investors (continued)
and share it in hopes of providing some quantifiable insight into why calendar year 2016 was so challenging. While the long side did indeed underperform the market, the short side was the far bigger problem. The negative alpha on the short side was concentrated into two periods –when the Fed reversed course on their tightening schedule in February/March and after the surprise in the U.S. Presidential election in November.
Q1 2017
MCGELSIF got off to a solid start in calendar year 2017, rising +5.1% compared to a +6.4% increase for the MSCI World. The Fund outperformed the average Long/Short Equity Fund, as measured by the HFRX Equity Hedge, and captured 80% of the long-only MSCI World Index upside, despite having average net exposure of around 40% during the quarter. After a historically poor year of alpha generation in calendar year 2016, the managers’ long/short spread happily returned to positive territory. Internal analysis shows the portfolio’s average long position increased by approximately 8% while the average short position rose by less than 3%, which implies positive alpha generation on both sides of the portfolio (slightly higher on the short side than the long side). We are encouraged by this return of alpha and believe the portfolio is positioned to produce strong returns going forward. Something to keep in mind is that rebounds in alpha after dips like in 2016 have historically been measured in years (and double digits), not months or quarters.
Strong performance during the quarter was driven by returns in Technology, Asia and Morgan Creek Direct, while Global Long/Short, Healthcare and Energy & Natural Resources were the Fund’s primary relative detractors. Healthcare and Energy & Natural Resources generated positive returns but underperformed the market, while our Global Long/Short managers declined (2.1%). The sub-strategy faced a stiff headwind all quarter from being slightly net short and experienced small losses each month. Results in Asia were driven by returns in India, where the Fund’s dedicated manager gained a very strong +20.6% compared to +16.7% for the MSCI India Index (and 6.4% for the MSCI World). There have been three huge political reforms in India since Prime Minister Modi took office (implementation of the Digital ID system, reform of the tax system, and demonetization) and it has been encouraging to see strong support for his long-term vision (despite some of the short-term pain of these difficult reforms) during recent state elections.
| Regards, Mark W. Yusko Chief Executive Officer & Chief Investment Officer |
morgan creek capital management, llc | annual report to SHAREHOLDERS | 3 |
Morgan Creek Global Equity Long/Short Institutional Fund(A Delaware Statutory Trust)
Report of Independent Registered Public Accounting Firm
The Board of Trustees and Shareholders of
Morgan Creek Global Equity Long/Short Institutional Fund
We have audited the accompanying statement of assets and liabilities of Morgan Creek Global Equity Long/Short Institutional Fund (“the Fund”), including the schedule of investments, as of March 31, 2017, and the related statements of operations and cash flows for the year then ended, the statements of changes in net assets 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. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. We were not engaged to perform an audit of the Fund’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of investments in portfolio funds and securities owned as of March 31, 2017, by correspondence with the portfolio funds’ investment managers and the Fund’s custodian. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Morgan Creek Global Equity Long/Short Institutional Fund at March 31, 2017, the results of its operations and its cash flows for the year then ended, the changes in its net assets 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 U.S. generally accepted accounting principles.
As discussed in Note 2 to the financial statements, the Fund has elected to change its method of accounting for investment cost relief to specific identification from average cost effective April 1, 2016. Our opinion is not modified with respect to this matter.
Charlotte, North Carolina
May 30, 2017
morgan creek capital management, llc | annual report to SHAREHOLDERS | 4 |
Morgan Creek Global Equity Long/Short Institutional Fund(A Delaware Statutory Trust)
Statement of Assets and Liabilities
March 31, 2017 (in U.S. dollars)
Assets | | | |
Investments in Portfolio Funds, at fair value (cost of $62,814,403) | | $ | 74,556,850 | |
Investments in Securities, at fair value (cost of $9,740,367) | | | 9,939,875 | |
Cash and cash equivalents | | | 10,976,149 | |
Foreign currency, at fair value (cost of $585,298) | | | 560,670 | |
Due from Portfolio Funds | | | 3,844,624 | |
Receivable for securities sold | | | 358,565 | |
Other receivables | | | 30,210 | |
Prepaid assets | | | 11,682 | |
Dividends receivable | | | 590 | |
Total assets | | $ | 100,279,215 | |
| | | | |
Liabilities | | | | |
Securities sold short, at fair value (proceeds of $6,295,108) | | $ | 5,398,546 | |
Redemptions payable | | | 8,102,603 | |
Subscriptions received in advance | | | 225,000 | |
Payable for securities purchased | | | 220,523 | |
Accrued expenses and other liabilities | | | 198,455 | |
Management fees payable | | | 56,987 | |
Loan payable | | | 5,878 | |
Due to Advisor | | | 5,542 | |
Dividends payable | | | 689 | |
Accrued interest payable | | | 7 | |
Total liabilities | | | 14,214,230 | |
| | | | |
Net assets | | $ | 86,064,985 | |
| | | | |
Components of net assets: | | | | |
Net capital | | $ | 96,057,927 | |
Accumulated net investment loss | | | (18,509,927 | ) |
Accumulated net realized loss from investments and foreign currency transactions | | | (4,296,904 | ) |
Net unrealized appreciation on investments and foreign currency translations | | | 12,813,889 | |
Net assets | | $ | 86,064,985 | |
| | | | |
Class I | | | | |
Net asset value per Share: | | | | |
81,491.12 Shares issued and outstanding, par value $0.01 per share, unlimited Shares authorized | | $ | 1,056.13 | |
The accompanying notes are an integral part of these financial statements and should be read in conjunction therewith.
morgan creek capital management, llc | annual report to SHAREHOLDERS | 5 |
Morgan Creek Global Equity Long/Short Institutional Fund(A Delaware Statutory Trust)
Schedule of Investments
March 31, 2017 (in U.S. dollars)
Investments | | Cost | | | Fair Value | | | Percent of Net Assets | | | Domicile | Liquidity1,2 | Next Available Redemption Date3 |
Investments in Portfolio Funds | | | | | | | | | | | | | |
Asia | | | | | | | | | | | | | |
Horseman Japan Fund Ltd. | | | | | | | | | | | | | |
42,769 shares | | $ | 2,600,000 | | | $ | 2,204,757 | | | 2.56 | % | | Cayman Islands | Monthly | 4/30/2017 |
New Horizon Opportunities Fund | | | | | | | | | | | | | | | |
10,278 shares – Class A | | | 1,091,722 | | | | 1,153,484 | | | 1.34 | | | Mauritius | Annually | 3/31/2018 |
New Horizon Opportunities Fund | | | | | | | | | | | | | | | |
10,000 shares – Class B | | | 1,000,000 | | | | 1,202,925 | | | 1.40 | | | Mauritius | Annually | 3/31/2018 |
Private Investors III, LLC | | | | | | | | | | | | | | | |
1,528 shares | | | 1,528,760 | | | | 1,346,568 | | | 1.56 | | | United States | 0-5 Years | N/A |
Teng Yue Partners Offshore Fund, L.P.4 | | | | | | | | | | | | | | | |
3,756 shares | | | 4,059,033 | | | | 7,135,871 | | | 8.29 | | | Cayman Islands | Quarterly | 6/30/2017 |
Tybourne Equity (Offshore) Fund4 | | | | | | | | | | | | | | | |
6,160 shares – Series A | | | 6,160,350 | | | | 7,897,069 | | | 9.18 | | | Cayman Islands | Quarterly | 6/30/2017 |
Total Asia | | | 16,439,865 | | | | 20,940,674 | | | 24.33 | | | | | |
| | | | | | | | | | | | | | | |
Energy & Natural Resources | | | | | | | | | | | | | | | |
Brenham Capital Offshore Fund, Ltd. | | | | | | | | | | | | | | | |
1,864 shares – Class A | | | 1,864,408 | | | | 2,661,136 | | | 3.09 | | | Cayman Islands | Quarterly | 6/30/2017 |
Impala Resource Fund Ltd. | | | | | | | | | | | | | | | |
1,694 shares – Class A | | | 2,000,000 | | | | 2,103,915 | | | 2.44 | | | Cayman Islands | Quarterly | 6/30/2017 |
Whetstone Capital Offshore Fund, Ltd. | | | | | | | | | | | | | | | |
4,000 shares | | | 4,000,000 | | | | 2,775,715 | | | 3.23 | | | Cayman Islands | Quarterly | 6/30/2017 |
Total Energy & Natural Resources | | | 7,864,408 | | | | 7,540,766 | | | 8.76 | | | | | |
| | | | | | | | | | | | | | | |
Global Long/Short | | | | | | | | | | | | | | | |
Falcon Edge Global Ltd. | | | | | | | | | | | | | | | |
21 shares – Class A | | | 20,957 | | | | 28,479 | | | 0.03 | | | Cayman Islands | Illiquid | N/A |
Falcon Edge Global Ltd. | | | | | | | | | | | | | | | |
37 shares – Class B | | | 37,499 | | | | 39,493 | | | 0.05 | | | Cayman Islands | Illiquid | N/A |
Falcon Edge Global Ltd. | | | | | | | | | | | | | | | |
417 shares – Class C | | | 418,339 | | | | 529,144 | | | 0.62 | | | Cayman Islands | Illiquid | N/A |
Falcon Edge Global Ltd. | | | | | | | | | | | | | | | |
1 share – Class S | | | 779 | | | | 807 | | | 0.00 | | | Cayman Islands | Illiquid | N/A |
Falcon Edge Global Ltd. | | | | | | | | | | | | | | | |
99 shares – Standard Share Partners | | | 98,998 | | | | 94,781 | | | 0.11 | | | Cayman Islands | Illiquid | N/A |
The accompanying notes are an integral part of these financial statements and should be read in conjunction therewith.
morgan creek capital management, llc | annual report to SHAREHOLDERS | 6 |
Morgan Creek Global Equity Long/Short Institutional Fund(A Delaware Statutory Trust)
Schedule of Investments (continued)
March 31, 2017 (in U.S. dollars)
Investments | | Cost | | | Fair Value | | | Percent of Net Assets | | | Domicile | Liquidity1,2 | Next Available Redemption Date3 |
Global Long/Short (continued) | | | | | | | | | | | | | |
Glade Brook Private Investors VII, LLC | | | | | | | | | | | | | |
1,120 shares | | $ | 1,118,922 | | | $ | 989,023 | | | 1.15 | % | | United States | 0-5 Years | N/A |
Horseman Global Fund Ltd. | | | | | | | | | | | | | | | |
31,422 shares – Class B | | | 7,250,000 | | | | 5,678,159 | | | 6.60 | | | Cayman Islands | Quarterly | 6/30/2017 |
Hound Partners Offshore Fund, Ltd.4 | | | | | | | | | | | | | | | |
9,010 shares – Class A | | | 8,832,254 | | | | 9,272,453 | | | 10.77 | | | Cayman Islands | Quarterly | 6/30/2017 |
Passport Offshore, Ltd. | | | | | | | | | | | | | | | |
3,245 shares – Class G | | | 3,245,412 | | | | 2,979,813 | | | 3.46 | | | British Virgin Islands | Quarterly | 6/30/2017 |
Viking Global Equities III, Ltd. | | | | | | | | | | | | | | | |
3,227 shares – Class L | | | 2,490,347 | | | | 4,557,416 | | | 5.30 | | | Cayman Islands | Annually | 7/31/2017 |
Total Global Long/Short | | | 23,513,507 | | | | 24,169,568 | | | 28.09 | | | | | |
| | | | | | | | | | | | | | | |
Healthcare | | | | | | | | | | | | | | | |
Broadfin Healthcare Offshore Fund, Ltd. | | | | | | | | | | | | | | | |
3,010 shares – Series A | | | 3,848,390 | | | | 5,492,939 | | | 6.38 | | | Cayman Islands | Quarterly | 6/30/2017 |
Total Healthcare | | | 3,848,390 | | | | 5,492,939 | | | 6.38 | | | | | |
| | | | | | | | | | | | | | | |
Technology | | | | | | | | | | | | | | | |
ACM Opportunities, L.P. | | | | | | | | | | | | | | | |
1,750 shares – Class E | | | 1,750,000 | | | | 2,310,972 | | | 2.69 | | | United States | 0-5 Years | N/A |
Light Street Xenon, Ltd. | | | | | | | | | | | | | | | |
3,167 shares – Class A | | | 3,795,590 | | | | 5,409,402 | | | 6.29 | | | Cayman Islands | Quarterly | 6/30/2017 |
Tiger Global, Ltd.4 | | | | | | | | | | | | | | | |
6,604 shares – Class C Series 01 | | | 3,554,606 | | | | 5,709,621 | | | 6.63 | | | Cayman Islands | Annually | 1/31/2018 |
Tiger Global, Ltd.4 | | | | | | | | | | | | | | | |
1,315 shares – Class C Series 10 | | | 1,000,000 | | | | 1,120,517 | | | 1.30 | | | Cayman Islands | Annually | 9/30/2018 |
Tiger Global, Ltd.4 | | | | | | | | | | | | | | | |
4,518 shares – Class E | | | 1,048,037 | | | | 1,862,391 | | | 2.16 | | | Cayman Islands | Annually | 1/31/2018 |
Total Technology | | | 11,148,233 | | | | 16,412,903 | | | 19.07 | | | | | |
| | | | | | | | | | | | | | | |
Total Investments in Portfolio Funds | | $ | 62,814,403 | | | $ | 74,556,850 | | | 86.63 | % | | | | |
The accompanying notes are an integral part of these financial statements and should be read in conjunction therewith.
morgan creek capital management, llc | annual report to SHAREHOLDERS | 7 |
Morgan Creek Global Equity Long/Short Institutional Fund(A Delaware Statutory Trust)
Schedule of Investments (continued)
March 31, 2017 (in U.S. dollars)
Investments | | Cost | | | Fair Value | | Percent of Net Assets | | | Domicile |
Investments in Securities | | | | | | | | | | |
Common Stocks | | | | | | | | | | |
Global Opportunistic | | | | | | | | | | |
Alphabet Inc. – Class A* | | | | | | | | | | | |
404 shares | | $ | 316,216 | | | $ | 342,511 | | | 0.40 | % | | United States |
Altice NV* | | | | | | | | | | | | | |
15,520 shares | | | 231,503 | | | | 351,579 | | | 0.41 | | | Netherlands |
Amazon.com, Inc.* | | | | | | | | | | | | | |
404 shares | | | 209,780 | | | | 358,162 | | | 0.42 | | | United States |
Charter Communications, Inc.* | | | | | | | | | | | | | |
1,059 shares | | | 181,941 | | | | 346,632 | | | 0.40 | | | United States |
Chipotle Mexican Grill, Inc.* | | | | | | | | | | | | | |
805 shares | | | 320,825 | | | | 358,644 | | | 0.42 | | | United States |
Energy Transfer Equity, L.P. | | | | | | | | | | | | | |
17,683 shares | | | 285,102 | | | | 348,885 | | | 0.40 | | | United States |
Fiat Chrysler Automobiles N.V.* | | | | | | | | | | | | | |
29,590 shares | | | 342,226 | | | | 323,419 | | | 0.37 | | | United States |
Fleetcor Technologies, Inc.* | | | | | | | | | | | | | |
2,040 shares | | | 341,382 | | | | 308,917 | | | 0.36 | | | United States |
Heron Therapeutics, Inc.* | | | | | | | | | | | | | |
61,995 shares | | | 1,252,782 | | | | 929,925 | | | 1.08 | | | United States |
Hilton Worldwide Holdings, Inc. | | | | | | | | | | | | | |
5,700 shares | | | 287,036 | | | | 333,222 | | | 0.38 | | | United States |
Horizon Pharma, PLC* | | | | | | | | | | | | | |
20,000 shares | | | 247,670 | | | | 295,600 | | | 0.34 | | | United States |
JD.com* | | | | | | | | | | | | | |
11,237 shares | | | 277,146 | | | | 349,583 | | | 0.41 | | | United States |
Momo Inc.* | | | | | | | | | | | | | |
12,790 shares | | | 345,665 | | | | 435,755 | | | 0.51 | | | United States |
Netflix, Inc.* | | | | | | | | | | | | | |
2,402 shares | | | 275,210 | | | | 355,040 | | | 0.41 | | | United States |
Progenics Pharmaceuticals, Inc.* | | | | | | | | | | | | | |
100,738 shares | | | 435,934 | | | | 950,967 | | | 1.10 | | | United States |
Retrophin, Inc.* | | | | | | | | | | | | | |
13,905 shares | | | 316,567 | | | | 256,686 | | | 0.30 | | | United States |
Rolls-Royce Holdings, PLC* | | | | | | | | | | | | | |
39,113 shares | | | 342,263 | | | | 376,267 | | | 0.44 | | | United States |
The accompanying notes are an integral part of these financial statements and should be read in conjunction therewith.
morgan creek capital management, llc | annual report to SHAREHOLDERS | 8 |
Morgan Creek Global Equity Long/Short Institutional Fund(A Delaware Statutory Trust)
Schedule of Investments (continued)
March 31, 2017 (in U.S. dollars)
Investments | | Cost/ (Proceeds) | | | Fair Value | | | Percent of Net Assets | | | Domicile |
Common Stocks (continued) | | | | | | | | | | | |
Spirit AeroSystems Holdings, Inc. – Class A | | | | | | | | | | | |
5,898 shares | | $ | 254,021 | | | $ | 341,612 | | | 0.40 | % | | United States |
Tal Education Group* | | | | | | | | | | | | | |
4,028 shares | | | 216,811 | | | | 429,264 | | | 0.50 | | | United States |
Tesoro Corporation | | | | | | | | | | | | | |
3,882 shares | | | 303,347 | | | | 314,675 | | | 0.36 | | | United States |
The Priceline Group Inc.* | | | | | | | | | | | | | |
206 shares | | | 259,905 | | | | 366,674 | | | 0.43 | | | United States |
Vipshop Holdings Limited* | | | | | | | | | | | | | |
27,461 shares | | | 180,795 | | | | 366,330 | | | 0.43 | | | United States |
Total Common Stocks | | | 7,224,127 | | | | 8,840,349 | | | 10.27 | | | |
| | | | | | | | | | | | | |
Exchange Traded Funds | | | | | | | | | | | | | |
Global Opportunistic | | | | | | | | | | | | | |
ProShares UltraPro Short S&P 500 | | | | | | | | | | | | | |
34,684 shares | | | 1,256,254 | | | | 594,831 | | | 0.69 | | | United States |
ProShares UltraPro Short QQQ* | | | | | | | | | | | | | |
13,622 shares | | | 1,259,986 | | | | 504,695 | | | 0.59 | | | United States |
Total Exchange Traded Funds | | | 2,516,240 | | | | 1,099,526 | | | 1.28 | | | |
| | | | | | | | | | | | | |
Total Investments in Securities | | $ | 9,740,367 | | | $ | 9,939,875 | | | 11.55 | % | | |
| | | | | | | | | | | | | |
Total Investments | | $ | 72,554,770 | | | $ | 84,496,725 | | | 98.18 | % | | |
| | | | | | | | | | | | | |
Securities Sold Short | | | | | | | | | | | | | |
Common Stocks | | | | | | | | | | | | | |
Global Opportunistic | | | | | | | | | | | | | |
Dillard’s Inc. – Class A | | | | | | | | | | | | | |
9,843 shares | | $ | (598,216 | ) | | $ | (514,198 | ) | | (0.60 | )% | | United States |
Exxon Mobil Corporation | | | | | | | | | | | | | |
14,000 shares | | | (1,185,424 | ) | | | (1,148,140 | ) | | (1.33 | ) | | United States |
H & M Hennes & Mauritz AB | | | | | | | | | | | | | |
20,000 shares | | | (591,628 | ) | | | (511,795 | ) | | (0.59 | ) | | Sweden |
Rowan Companies PLC – Class A* | | | | | | | | | | | | | |
16,239 shares | | | (320,968 | ) | | | (253,004 | ) | | (0.29 | ) | | United States |
The accompanying notes are an integral part of these financial statements and should be read in conjunction therewith.
morgan creek capital management, llc | annual report to SHAREHOLDERS | 9 |
Morgan Creek Global Equity Long/Short Institutional Fund(A Delaware Statutory Trust)
Schedule of Investments (continued)
March 31, 2017 (in U.S. dollars)
Investments | | Proceeds | | | Fair Value | | | Percent of Net Assets | | | Domicile |
Common Stocks (continued) | | | | | | | | | | | |
Target Corporation | | | | | | | | | | | |
13,797 shares | | $ | (899,462 | ) | | $ | (761,456 | ) | | (0.89 | )% | | United States |
Tesla, Inc.* | | | | | | | | | | | | | |
3,625 shares | | | (899,324 | ) | | | (1,008,837 | ) | | (1.17 | ) | | United States |
The Gap, Inc. | | | | | | | | | | | | | |
24,419 shares | | | (601,882 | ) | | | (593,138 | ) | | (0.69 | ) | | United States |
Under Armour, Inc. – Class A* | | | | | | | | | | | | | |
30,737 shares | | | (1,198,204 | ) | | | (607,978 | ) | | (0.71 | ) | | United States |
Total Common Stocks | | | (6,295,108 | ) | | | (5,398,546 | ) | | (6.27 | ) | | |
| | | | | | | | | | | | | |
Total Securities Sold Short | | $ | (6,295,108 | ) | | $ | (5,398,546 | ) | | (6.27 | )% | | |
Other Assets, less Liabilities | | | | | | | 6,966,806 | | | 8.09 | | | |
Total Net Assets | | | | | | $ | 86,064,985 | | | 100.00 | % | | |
(1) | Available frequency of redemptions after initial lock-up period, if any. Different tranches may have different liquidity terms. |
(2) | 0-5 Years - Portfolio Funds will periodically redeem depending on cash availability. |
(3) | Investments in Portfolio Funds may be composed of multiple tranches. The Next Available Redemption Date relates to the earliest date after March 31, 2017 that redemption from a tranche is available. Other tranches may have an available redemption date that is after the Next Available Redemption Date. Redemptions from Portfolio Funds may be subject to fees. |
(4) | Although the Portfolio Fund has monthly, quarterly, or annual redemption rights, there are various gates, holdbacks, and/or side pockets imposed by the manager of the Portfolio Fund, which prevent the Fund from being able to redeem its entire position at the next available redemption date. |
* | Non-income producing security. |
The accompanying notes are an integral part of these financial statements and should be read in conjunction therewith.
morgan creek capital management, llc | annual report to SHAREHOLDERS | 10 |
Morgan Creek Global Equity Long/Short Institutional Fund(A Delaware Statutory Trust)
Statement of Operations
For the Year Ended March 31, 2017 (in U.S. dollars)
Investment income | | | |
Dividends (net of foreign taxes withheld of $153) | | $ | 47,904 | |
| | | | |
Expenses | | | | |
Management fees | | | 1,065,743 | |
Administration fees | | | 287,215 | |
Audit fees | | | 126,831 | |
Legal fees | | | 95,713 | |
Transfer agent fees | | | 76,140 | |
Interest expense on Securities sold short | | | 62,374 | |
Trustees’ fees | | | 54,000 | |
Dividend expense | | | 46,858 | |
Insurance fees | | | 46,151 | |
Interest expense | | | 33,961 | |
Consultancy fees | | | 30,000 | |
Other expenses | | | 188,832 | |
Total expenses before management fee reduction | | | 2,113,818 | |
| | | | |
Repayment of expense reimbursement | | | 33,201 | |
Management fee reduction | | | (501,534 | ) |
Net expenses | | | 1,645,485 | |
| | | | |
Net investment loss | | | (1,597,581 | ) |
| | | | |
Realized and unrealized gain from investments in Portfolio Funds, Securities, Securities sold short, and foreign currency | | | | |
Net realized gain from investments in Portfolio Funds | | | 277,758 | |
Net realized gain from investments in Securities | | | 1,482,813 | |
Net realized loss on Securities sold short | | | (570,614 | ) |
Net realized loss on foreign currency transactions | | | (4,502 | ) |
Net change in unrealized appreciation/depreciation on investments in Portfolio Funds | | | 4,266,766 | |
Net change in unrealized appreciation/depreciation on investments in Securities | | | (838,555 | ) |
Net change in unrealized appreciation/depreciation on Securities sold short | | | 952,849 | |
Net change in unrealized appreciation/depreciation on foreign currency translations | | | (24,628 | ) |
Net realized and unrealized gain from investments in Portfolio Funds, Securities, Securities sold short, and foreign currency | | | 5,541,887 | |
| | | | |
Net increase in net assets resulting from operations | | $ | 3,944,306 | |
The accompanying notes are an integral part of these financial statements and should be read in conjunction therewith.
morgan creek capital management, llc | annual report to SHAREHOLDERS | 11 |
Morgan Creek Global Equity Long/Short Institutional Fund(A Delaware Statutory Trust)
Statement of Changes in Net Assets
(in U.S. dollars)
For the Year Ended March 31, 2017 | | | |
| | | |
Increase in net assets resulting from operations: | | | |
Net investment loss | | $ | (1,597,581 | ) |
Net realized gain from investments in Portfolio Funds | | | 277,758 | |
Net realized gain from investments in Securities | | | 1,482,813 | |
Net realized loss on Securities sold short | | | (570,614 | ) |
Net realized loss on foreign currency transactions | | | (4,502 | ) |
Net change in unrealized appreciation/depreciation on investments in Portfolio Funds | | | 4,266,766 | |
Net change in unrealized appreciation/depreciation on investments in Securities | | | (838,555 | ) |
Net change in unrealized appreciation/depreciation on Securities sold short | | | 952,849 | |
Net change in unrealized appreciation/depreciation on foreign currency translations | | | (24,628 | ) |
Net increase in net assets resulting from operations | | | 3,944,306 | |
| | | | |
Capital share transactions: | | | | |
Subscriptions – Class I | | | 2,803,649 | |
Redemptions – Class I | | | (37,624,283 | ) |
Net decrease in net assets resulting from capital share transactions | | | (34,820,634 | ) |
| | | | |
Net decrease in net assets | | | (30,876,328 | ) |
| | | | |
Net assets | | | | |
Beginning of year | | | 116,941,313 | |
End of year | | $ | 86,064,985 | |
| | | | |
Accumulated net investment loss | | $ | (18,509,927 | ) |
The accompanying notes are an integral part of these financial statements and should be read in conjunction therewith.
morgan creek capital management, llc | annual report to SHAREHOLDERS | 12 |
Morgan Creek Global Equity Long/Short Institutional Fund(A Delaware Statutory Trust)
Statement of Changes in Net Assets (continued)
(in U.S. dollars)
For the Year Ended March 31, 2016 | | | |
| | | |
Decrease in net assets resulting from operations: | | | |
Net investment loss | | $ | (1,632,915 | ) |
Net realized gain from investments in Portfolio Funds | | | 1,149,951 | |
Net realized loss from investments in Securities | | | (1,941,151 | ) |
Net realized gain on Securities sold short | | | 475,879 | |
Net change in unrealized appreciation/depreciation on investments in Portfolio Funds | | | (14,059,225 | ) |
Net change in unrealized appreciation/depreciation on investments in Securities | | | (2,676,926 | ) |
Net change in unrealized appreciation/depreciation on Securities sold short | | | (51,219 | ) |
Net decrease in net assets resulting from operations | | | (18,735,606 | ) |
| | | | |
Distributions to Shareholders from/in excess of: | | | | |
Net investment income – Class I | | | (4,515,610 | ) |
| | | | |
Capital share transactions: | | | | |
Subscriptions – Class I | | | 42,020,900 | |
Redemptions – Class I | | | (1,122,711 | ) |
Distributions reinvested – Class I | | | 4,515,610 | |
Net increase in net assets resulting from capital share transactions | | | 45,413,799 | |
| | | | |
Net increase in net assets | | | 22,162,583 | |
| | | | |
Net assets | | | | |
Beginning of year | | | 94,778,730 | |
End of year | | $ | 116,941,313 | |
| | | | |
Accumulated net investment loss | | $ | (20,133,010 | ) |
The accompanying notes are an integral part of these financial statements and should be read in conjunction therewith.
morgan creek capital management, llc | annual report to SHAREHOLDERS | 13 |
Morgan Creek Global Equity Long/Short Institutional Fund(A Delaware Statutory Trust)
Statement of Cash Flows
For the Year Ended March 31, 2017 (in U.S. dollars)
Cash flows from operating activities: | | | |
Net increase in net assets resulting from operations | | $ | 3,944,306 | |
Adjustments to reconcile net increase in net assets resulting from operations to net cash provided by operating activities: | | | | |
Purchases of investments in Portfolio Funds | | | (16,047,004 | ) |
Purchases of investments in Securities | | | (11,786,523 | ) |
Repurchases of Securities sold short | | | (5,013,445 | ) |
Proceeds from sales of investments in Portfolio Funds | | | 41,229,354 | |
Proceeds from sales of investments in Securities | | | 18,804,494 | |
Proceeds from Securities sold short | | | 9,549,346 | |
Net realized gain from investments in Portfolio Funds | | | (277,758 | ) |
Net realized gain from investments in Securities | | | (1,482,813 | ) |
Net realized loss on Securities sold short | | | 570,614 | |
Net change in unrealized appreciation/depreciation on investments in Portfolio Funds | | | (4,266,766 | ) |
Net change in unrealized appreciation/depreciation on investments in Securities | | | 838,555 | |
Net change in unrealized appreciation/depreciation on Securities sold short | | | (952,849 | ) |
Changes in operating assets and liabilities: | | | | |
Increase in due from Portfolio Funds | | | (1,935,620 | ) |
Increase in other receivables | | | (30,210 | ) |
Decrease in prepaid assets | | | 11,103 | |
Increase in dividends receivable | | | (590 | ) |
Decrease in subscriptions to Portfolio Funds made in advance | | | 3,500,000 | |
Decrease in due from Advisor | | | 9,250 | |
Increase in accrued expenses and other liabilities | | | 5,827 | |
Decrease in management fees payable | | | (165,998 | ) |
Increase in due to Advisor | | | 5,542 | |
Increase in dividends payable | | | 689 | |
Decrease in accrued interest payable | | | (67 | ) |
Net cash provided by operating activities | | | 36,509,437 | |
The accompanying notes are an integral part of these financial statements and should be read in conjunction therewith.
morgan creek capital management, llc | annual report to SHAREHOLDERS | 14 |
Morgan Creek Global Equity Long/Short Institutional Fund(A Delaware Statutory Trust)
Statement of Cash Flows (continued)
For the Year Ended March 31, 2017 (in U.S. dollars)
Cash flows from financing activities: | | | |
Proceeds from advances on line of credit | | $ | 10,852,747 | |
Repayment of advances on line of credit | | | (10,912,944 | ) |
Subscriptions (net of change in subscriptions received in advance of $25,000) | | | 2,828,649 | |
Redemptions (net of change in redemptions payable of $7,294,013) | | | (30,330,270 | ) |
Net cash used in financing activities | | | (27,561,818 | ) |
| | | | |
Net increase in cash and cash equivalents and foreign currency | | | 8,947,619 | |
| | | | |
Cash and cash equivalents and foreign currency | | | | |
Beginning of year | | | 2,589,200 | |
End of year | | $ | 11,536,819 | |
| | | | |
Supplemental disclosure of cash flow information: | | | | |
Interest paid | | $ | 96,402 | |
The accompanying notes are an integral part of these financial statements and should be read in conjunction therewith.
morgan creek capital management, llc | annual report to SHAREHOLDERS | 15 |
Morgan Creek Global Equity Long/Short Institutional Fund(A Delaware Statutory Trust)
Notes to Financial Statements
March 31, 2017
1. | Organization and Nature of Business |
Morgan Creek Global Equity Long/Short Institutional Fund (the “Fund”) was organized under the laws of the State of Delaware as a statutory trust on August 16, 2010. The Fund commenced operations on October 3, 2011 (“Commencement of Operations”) and operates pursuant to the Agreement and Declaration of Trust (the “Trust Instrument”). The Fund is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as a closed-end, non-diversified management investment company. While non-diversified for 1940 Act purposes, the Fund intends to comply with the diversification requirements of Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), as such requirements are described in more detail below.
The Fund is structured as a fund-of-funds and its investment objective is to generate greater long-term returns when compared to traditional equity market benchmarks, while exhibiting a lower level of volatility and a modest degree of correlation to these markets. The Fund seeks to achieve this objective primarily by investing in private funds and other pooled investment vehicles (collectively, the “Portfolio Funds”), and exchange traded funds, common stocks, and purchased options (collectively, the “Securities”) that are not expected to be highly correlated to each other or with traditional equity markets over a long-term time horizon. The Fund normally invests 80% of its assets in Portfolio Funds that will primarily engage in long/short equity strategies and equity securities that augment these strategies. Under normal circumstances, 80% or more of the investment portfolios of the Portfolio Funds on an aggregate basis will consist of equity securities and 40% or more of the investments portfolios of the Portfolio Funds on an aggregate basis will be non-U.S. securities. The Portfolio Funds are managed by third-party investment managers (the “Managers”) selected by the investment adviser, with the intention of adding additional Portfolio Funds as the need to diversify among additional Portfolio Funds increases.
Morgan Creek Capital Management, LLC (the “Advisor”), a North Carolina limited liability company registered as an investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), serves as the Fund’s investment adviser. The Advisor also serves as the investment adviser to Morgan Creek Opportunity Offshore Fund, Ltd. (the “Cayman Fund”). The Advisor is responsible for providing day-to-day investment management services to the Fund, subject to the supervision of the Fund’s Board of Trustees (the “Board” or each separately a “Trustee”).
The Board has overall responsibility for overseeing the Fund’s investment program and its management and operations. A majority of the Trustees are “Independent Trustees” who are not “interested persons” (as defined by the 1940 Act) of the Fund.
Investors in the Fund (“Shareholders”) are governed by the Trust Instrument and bound by its terms and conditions. The security purchased by a Shareholder is a beneficial interest (a “Share”) in the Fund. All Shares shall be fully paid and are non-assessable. Shareholders shall have no preemptive or other rights to subscribe for any additional Shares. The Fund offers and sells two separate classes of Shares designated as Class A (“Class A Shares”) and Class I (“Class I Shares”). Class A Shares and Class I Shares are subject to different fees and expenses. Class A Shares are offered to investors subject to an initial sales charge. Class I Shares are not subject to an initial sales charge and have lower ongoing expenses than Class A Shares. All shares issued prior to April 1, 2016 have been designated as Class I Shares in terms of rights accorded and expenses borne. As of March 31, 2017, only Class I Shares were offered.
Investments in the Fund generally may be made only by U.S. persons who are “accredited investors” within the meaning of Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended and “qualified clients” within the meaning of Rule 205-3 promulgated under the Advisers Act. The Fund may decline to accept any investment in its
morgan creek capital management, llc | annual report to SHAREHOLDERS | 16 |
Morgan Creek Global Equity Long/Short Institutional Fund(A Delaware Statutory Trust)
Notes to Financial Statements (continued)
March 31, 2017
discretion. The Board (or its designated agent) may admit Shareholders to the Fund from time to time upon the execution by a prospective investor of the appropriate documentation. Shares will be issued at the current net asset value (“NAV”) per Share of the class.
The Board, from time to time and in its sole discretion, may determine to cause the Fund to offer to repurchase Shares from Shareholders pursuant to written tenders by Shareholders. The Advisor anticipates that it will recommend to the Board to cause the Fund to conduct repurchase offers on a quarterly basis in order to permit the Fund to conduct repurchase offers for Shares. However, there are no assurances that the Board will, in fact, decide to undertake any repurchase offer. The Fund will make repurchase offers, if any, to all Shareholders, on the same terms, which may affect the size of the Fund’s repurchase offers. A Shareholder may determine, however, not to participate in a particular repurchase offer or may determine to participate to a limited degree, which will affect the liquidity of the investment of any investor in the Shareholder. In the event of a tender for redemption, the Fund, subject to the terms of the Trust Instrument and the Fund’s ability to liquidate sufficient Fund investments in an orderly fashion determined by the Board to be fair and reasonable to the Fund and all of the Shareholders, shall pay to such redeeming Shareholder within 90 days the proceeds of such redemption, provided that such proceeds may be paid in cash, by means of in-kind distribution of Fund investments, or as a combination of cash and in-kind distribution of Fund investments. Shares will be redeemed at the current NAV per Share of the class.
2. | Summary of Significant Accounting Policies |
Basis for Accounting
The accompanying financial statements of the Fund are prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) and in accordance with Accounting Standards Codification (“ASC”) as set forth by the Financial Accounting Standards Board (“FASB”). The Fund maintains its financial records in U.S. dollars and follows the accrual basis of accounting. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results could differ from those estimates.
Management has determined that the Fund is an investment company in accordance with FASB ASC 946 “Investment Companies” for the purpose of financial reporting.
Investment in the Fund
The Fund is offered on a continuous basis through Morgan Creek Capital Distributors, LLC (the “Distributor”), an affiliate of the Advisor. The initial closing date for the public offering of Class I Shares was October 3, 2011. Class I Shares were offered at an initial offering price of $1,000 per Share, and have been offered in a continuous monthly offering thereafter at the Class I Shares’ then current NAV per Share. The Distributor may enter into selected dealer arrangements with various brokers, dealers, banks and other financial intermediaries (“Selling Agents”), which have agreed to participate in the distribution of the Fund’s Shares.
Valuation of Portfolio Funds and Securities
The Fund carries its investments in Portfolio Funds at fair value in accordance with FASB ASC 820 “Fair Value Measurements and Disclosures” (“ASC 820”) which clarifies the definition of fair value for financial reporting, establishes a hierarchal disclosure framework for measuring fair value and requires additional disclosures about the use of fair value measure.
morgan creek capital management, llc | annual report to SHAREHOLDERS | 17 |
Morgan Creek Global Equity Long/Short Institutional Fund(A Delaware Statutory Trust)
Notes to Financial Statements (continued)
March 31, 2017
The NAV of the Fund is determined as of the close of business at the end of any fiscal period, generally monthly, in accordance with the valuation principles described below, or as may be determined from time to time pursuant to policies established by the Advisor. The Fund’s NAV is calculated by State Street Bank & Trust Company, in its capacity as the Fund’s administrator (the “Administrator,” or “State Street”).
The Board has ultimate responsibility for valuation but has delegated the process of valuing securities for which market quotations are not readily available to the Valuation Committee (the “Committee”). The Committee is responsible for monitoring the Fund’s valuation policies and procedures (which have been adopted by the Board and are subject to Board oversight), making recommendations to the Board on valuation-related matters and ensuring the implementation of the valuation procedures used by the Fund to value securities, including the fair value of the Fund’s investments in Portfolio Funds. These procedures shall be reviewed by the Board no less frequently than annually. Any revisions to these procedures that are deemed necessary shall be reported to the Board at its next regularly scheduled meeting.
Investments in Portfolio Funds held by the Fund are valued as follows:
The Fund measures the fair value of an investment that does not have a readily determinable fair value, based on the NAV of the investment as a practical expedient, without further adjustment, unless it is probable that the investment will be sold at a value significantly different than the NAV in accordance with ASC 820. If the practical expedient NAV is not as of the reporting entity’s measurement date, then the NAV is adjusted to reflect any significant events that may change the valuation. In using the NAV as a practical expedient, certain attributes of the investment, that may impact the fair value of the investment, are 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. The Fund is permitted to invest in alternative investments that do not have a readily determinable fair value and, as such, has elected to use the NAV as calculated on the Fund’s measurement date as the fair value of the investments. Investments in Portfolio Funds are subject to the terms of the Portfolio Funds’ offering and governing documents. Valuations of the Portfolio Funds may be subject to estimates and are net of management and performance incentive fees or allocations payable to the Portfolio Funds as required by the Portfolio Funds’ operating documents.
The Advisor’s rationale for the above approach derives from the reliance it places on its initial and ongoing due diligence, which understands the respective controls and processes around determining the NAV with the Managers of the Portfolio Funds. The Advisor has designed an ongoing due diligence process with respect to the Portfolio Funds and their Managers, which assists the Advisor in assessing the quality of information provided by, or on behalf of, each Portfolio Fund and in determining whether such information continues to be reliable or whether further investigation is necessary.
Where no value is readily available from a Portfolio Fund or Securities or where a value supplied by a Portfolio Fund is deemed by the Advisor not to be indicative of its fair value, the Advisor will determine, in good faith, the fair value of the Portfolio Fund or Securities subject to the approval of the Board and pursuant to procedures adopted by the Board and subject to the Board’s oversight. The Advisor values the Fund’s assets based on such reasonably available relevant information as it considers material. Because of the inherent uncertainty of valuation, the fair values of the Fund’s Portfolio Funds may differ significantly from the values that would have been used had a ready market for the Portfolio Funds held by the Fund been available.
morgan creek capital management, llc | annual report to SHAREHOLDERS | 18 |
Morgan Creek Global Equity Long/Short Institutional Fund(A Delaware Statutory Trust)
Notes to Financial Statements (continued)
March 31, 2017
Investments in Publicly Traded Securities held by the Fund are valued as follows:
The Fund values investments in publicly traded securities, including exchange traded funds, common stocks, securities sold short, and purchased options, that are listed on a national securities exchange at their closing price on the last business day of the period.
Securities Sold Short
Securities sold short represent obligations of the Fund to deliver the specified security at the future price and, thereby, create a liability to repurchase the security in the market at prevailing prices. Accordingly, these transactions result in off-balance-sheet risk since the Fund’s satisfaction of the obligations may exceed the amount recognized in the Statement of Assets and Liabilities. Dividends declared on Securities sold short held on the ex-dividend date are recorded as dividend expense. Interest the Fund is required to pay in connection with Securities sold short is recorded on an accrual basis as interest expense.
Cash and Cash Equivalents
Cash and cash equivalents include cash and time deposits with an original maturity of 90 days or less, and are carried at cost, which approximates fair value.
Income and Operating Expenses
The Fund bears its own expenses including, but not limited to, legal, accounting (including third-party accounting services), auditing and other professional expenses, offering costs, administration expenses and custody expenses. Interest income and interest expense are recorded on an accrual basis. Dividend income is recorded on the ex-dividend date and net of foreign withholding taxes. Operating expenses are recorded as incurred.
Recognition of Gains and Losses
Change in unrealized appreciation/depreciation from each Portfolio Fund and Security is included in the Statement of Operations as net change in unrealized appreciation/depreciation on investments.
Investment transactions in Portfolio Funds, Securities, and Securities sold short are recorded on a trade date basis. Any proceeds received from Portfolio Fund redemptions and Security sales that are in excess of the Portfolio Fund’s or Security’s cost basis are classified as net realized gain from investments on the Statement of Operations. Any proceeds received from Portfolio Fund redemptions and Security sales that are less than the Portfolio Fund’s or Security’s cost basis are classified as net realized loss from investments on the Statement of Operations. Realized gains and losses from investments in Portfolio Funds and Securities are calculated based on the specific identification method.
Change in Accounting Policy
The Fund voluntarily changed its accounting policy for determining the realized gains and losses on sales of investments from the average cost method to the specific identification method. The Fund determined that the specific identification method was preferable because it more accurately matches realized and unrealized gains or losses with underlying investments and is the methodology predominantly used by its industry peers, among other considerations. The Fund has retrospectively applied the change in accounting policy which resulted in a decrease to the opening cost basis of investments in Securities as of April 1, 2015, an increase in net realized loss from investments in Securities and corresponding decrease in net change
morgan creek capital management, llc | annual report to SHAREHOLDERS | 19 |
Morgan Creek Global Equity Long/Short Institutional Fund(A Delaware Statutory Trust)
Notes to Financial Statements (continued)
March 31, 2017
in unrealized appreciation/depreciation on investments in Securities for the year ended March 31, 2016, a decrease in net realized gain from investments in Portfolio Funds and a corresponding increase in net change in unrealized appreciation/depreciation on investments in Portfolio Funds, and an increase in net realized gain from investments in Securities and a corresponding decrease in net change in unrealized appreciation/depreciation on investments in Securities for the year ended March 31, 2017. Refer to the below table for further details on the effect of the change:
Account | Year Ended (Except as Noted) | | Balance Before Change in Policy | | | Adjustment | | | Adjusted Balance | |
Investments in Securities – Cost (Opening Cost Balance as of March 31, 2015) | 3/31/2015 | | $ | 15,039,806 | | | $ | (673,191 | ) | | $ | 14,366,615 | |
Net realized loss from investments in Securities | 3/31/2016 | | $ | (1,631,184 | ) | | $ | (309,967 | ) | | $ | (1,941,151 | ) |
Net change in unrealized appreciation/depreciation on investments in Securities | 3/31/2016 | | $ | (2,986,893 | ) | | $ | 309,967 | | | $ | (2,676,926 | ) |
Net realized gain from investments in Securities | 3/31/2017 | | $ | 954,872 | | | $ | 527,941 | | | $ | 1,482,813 | |
Net change in unrealized appreciation/depreciation on investments in Securities | 3/31/2017 | | $ | (310,614 | ) | | $ | (527,941 | ) | | $ | (838,555 | ) |
Net realized gain from investments in Portfolio Funds | 3/31/2017 | | $ | 2,336,698 | | | $ | (2,058,940 | ) | | $ | 277,758 | |
Net change in unrealized appreciation/depreciation on investments in Portfolio Funds | 3/31/2017 | | $ | 2,207,826 | | | $ | 2,058,940 | | | $ | 4,266,766 | |
The change in accounting policy did not have any impact on the Fund’s net assets or net increase (decrease) in net assets resulting from operations for any periods presented.
Class Allocations and Expenses
Investment income, unrealized and realized gains and losses, common expenses of the Fund, and certain Fund-level expense reductions, if any, are allocated monthly on a pro-rata basis to each class based on the relative net assets of each class to the total net assets of the Fund. Certain expense reductions may also differ by class. For the reporting period, the allocated portion of income and expenses to each class as a percent of its average net assets may vary due to the timing of recording these transactions in relation to fluctuating net assets of the classes. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.
Income Taxation
The Fund intends to continue to comply with the requirements of Subchapter M of the Code applicable to regulated investment companies (“RICs”) and to distribute substantially all of its taxable income to its Shareholders. Therefore, no provision for federal income taxes is required. The Fund files tax returns with the U.S. Internal Revenue Service and various states. The Fund may be subject to taxes imposed by countries in which it invests. Such taxes are generally based on a Portfolio Fund’s
morgan creek capital management, llc | annual report to SHAREHOLDERS | 20 |
Morgan Creek Global Equity Long/Short Institutional Fund(A Delaware Statutory Trust)
Notes to Financial Statements (continued)
March 31, 2017
or Security’s income earned or gains realized or repatriated. Taxes are accrued and applied to net investment income, net realized capital gains and net unrealized appreciation, as applicable, as the income is earned or capital gains are recorded. The Fund has concluded there are no significant uncertain tax positions that would require recognition in the financial statements as of March 31, 2017. If applicable, the Fund recognizes interest accrued related to unrecognized tax benefits in interest expense and penalties in other expenses on the Statement of Operations. Generally, tax authorities can examine all tax returns filed for the last three years. The Fund’s major tax jurisdictions are the United States, the State of Delaware and the State of North Carolina. As of March 31, 2017, the tax years 2013 to 2016 remain subject to examination.
Capital losses and specified ordinary losses, including currency losses, incurred after October 31 but within the taxable year are deemed to arise on the first day of the Fund’s next taxable year. For the year ended March 31, 2017, the Fund deferred to April 1, 2017 for U.S. federal income tax purposes the following losses:
Post-October currency and specified ordinary losses | | $ | (2,581,663 | ) |
As of March 31, 2017, the cost and related gross unrealized appreciation and depreciation for tax purposes were as follows:
Cost of investments for tax purposes | | $ | 88,626,704 | |
Gross tax unrealized appreciation | | $ | 18,759,887 | |
Gross tax unrealized depreciation | | $ | (22,889,866 | ) |
Net tax unrealized appreciation (depreciation) on investments | | $ | (4,129,979 | ) |
Distribution of Income and Gains
The Fund declares and pays dividends annually from its net investment income. Net realized gains, if any, are distributed at least annually. Distributions from net realized gains for book purposes may include short-term capital gains, which are included as ordinary income for tax purposes.
The Fund generally invests its assets in Portfolio Funds organized outside the United States that are treated as corporations for U.S. tax purposes and are expected to be classified as passive foreign investment companies (“PFICs”). As such, the Fund expects that its distributions generally will be taxable as ordinary income to the Shareholders.
Pursuant to the dividend reinvestment plan established by the Fund (the “DRIP”), each Shareholder whose shares are registered in its own name will automatically be a participant under the DRIP and have all income, dividends and capital gains distributions automatically reinvested in additional Shares unless such Shareholder specifically elects to receive all income, dividends and capital gain distributions in cash.
There were no distributions paid during the year ended March 31, 2017.
The tax character of distributions paid during the year ended March 31, 2016 was as follows:
Distributions paid from: | | | |
Ordinary income | | $ | 4,397,351 | |
Long-term gain | | $ | 118,259 | |
morgan creek capital management, llc | annual report to SHAREHOLDERS | 21 |
Morgan Creek Global Equity Long/Short Institutional Fund(A Delaware Statutory Trust)
Notes to Financial Statements (continued)
March 31, 2017
Permanent differences primarily due to the sale of marked-to-market PFICs resulted in the following reclassifications among the Fund’s components of net assets as of March 31, 2017:
Accumulated net investment loss | | $ | 3,220,664 | |
Accumulated net realized loss from investments | | $ | (3,218,075 | ) |
Net capital | | $ | (2,589 | ) |
As of March 31, 2017, the components of distributable earnings on a tax basis were as follows:
Qualified late year losses | | $ | (2,581,663 | ) |
Capital loss carryforwards | | $ | (4,153,234 | ) |
Unrealized appreciation (depreciation) | | $ | (3,258,045 | ) |
As of March 31, 2017, capital loss carryforwards available for federal income tax purposes were $3,128,356 for short-term and $1,024,878 for long-term. These amounts have no expiration.
Temporary differences are primarily due to differing book and tax treatments in the timing of the recognition of gains (losses) on certain investment transactions.
3. | Fair Value of Financial Instruments |
In accordance with ASC 820, the Fund discloses the fair value of its investments in Portfolio Funds and Securities in a hierarchy that prioritizes the inputs to valuation techniques used to measure the fair value. The 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 guidance establishes three levels of the fair value hierarchy as follows:
Level 1 - Inputs that reflect unadjusted quoted prices in active markets for identical assets or liabilities that the Fund has the ability to access at the measurement date;
Level 2 - Other significant observable inputs; and
Level 3 - Other significant unobservable inputs.
Inputs broadly refer to the assumptions that market participants use to make valuation decisions, including assumptions about risk. The Advisor generally uses the NAV per share of the investment (or its equivalent) reported by the Portfolio Fund as the primary input to its valuation; however, adjustments to the reported amount may be made based on various factors.
A Portfolio Fund’s or Security’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. However, the determination of what constitutes “observable” requires significant judgment by the Advisor. The Advisor considers observable data to be that market data which is readily available, regularly distributed or updated, reliable and verifiable, not proprietary, and provided by multiple, independent sources that are actively involved in the relevant market.
All of the Fund’s investments in Securities have been classified within level 1 and Securities sold short have been classified within level 1. Transfers in and/or out of levels are recognized at the date of circumstances that caused the transfer.
morgan creek capital management, llc | annual report to SHAREHOLDERS | 22 |
Morgan Creek Global Equity Long/Short Institutional Fund(A Delaware Statutory Trust)
Notes to Financial Statements (continued)
March 31, 2017
The Advisor’s belief of the most meaningful presentation of the strategy classification of the Portfolio Funds and Securities is as reflected on the Schedule of Investments.
Hedge funds such as the Portfolio Funds are generally funds whose shares are issued pursuant to an exemption from registration under the 1940 Act or are issued offshore. The frequency of such subscription or redemption options offered to investors is dictated by such hedge fund’s governing documents. The amount of liquidity provided to investors in a particular Portfolio Fund is generally consistent with the liquidity and risk associated with the Portfolio Funds (i.e., the more liquid the investments in the portfolio, the greater the liquidity provided to the investors).
Liquidity of individual hedge funds varies based on various factors and may include “gates,” “holdbacks” and “side pockets” (defined in the Fund’s prospectus) imposed by the manager of the hedge fund, as well as redemption fees which may also apply. These items have been identified as illiquid (“0-5 years”) on the Schedule of Investments.
Assumptions used by the Advisor due to the lack of observable inputs may significantly impact the resulting fair value and therefore the Fund’s results of operations.
The following is a summary of the inputs used as of March 31, 2017 in valuing the Fund’s investments in Securities and Securities sold short carried at fair value:
| | Assets at Fair Value as of March 31, 2017 | |
| | Level 1 | | | Level 2 | | | Level 3 | | | Total | |
Investments | | | | | | | | | | | | |
Securities | | | | | | | | | | | | |
Common Stocks – Global Opportunistic | | $ | 8,840,349 | | | $ | — | | | $ | — | | | $ | 8,840,349 | |
Exchange Traded Funds – Global Opportunistic | | | 1,099,526 | | | | — | | | | — | | | | 1,099,526 | |
Total Investments | | $ | 9,939,875 | | | $ | — | | | $ | — | | | $ | 9,939,875 | |
| | Liabilities at Fair Value as of March 31, 2017 | |
| | Level 1 | | | Level 2 | | | Level 3 | | | Total | |
Securities Sold Short | | | | | | | | | | | | |
Common Stocks – Global Opportunistic | | $ | (5,398,546 | ) | | $ | — | | | $ | — | | | $ | (5,398,546 | ) |
Total Securities Sold Short | | $ | (5,398,546 | ) | | $ | — | | | $ | — | | | $ | (5,398,546 | ) |
Total Investments in Portfolio Funds Measured at NAV | | $ | 74,556,850 | |
There were no changes in valuation technique and no transfers between the levels of the fair value hierarchy during the reporting period.
morgan creek capital management, llc | annual report to SHAREHOLDERS | 23 |
Morgan Creek Global Equity Long/Short Institutional Fund(A Delaware Statutory Trust)
Notes to Financial Statements (continued)
March 31, 2017
4. | Investments in Portfolio Funds and Securities |
The Fund has the ability to liquidate its investments in Portfolio Funds periodically, ranging from monthly to every five years, depending on the provisions of the respective Portfolio Funds’ operating agreements. As of March 31, 2017, the Fund was invested in eighteen Portfolio Funds. All Portfolio Funds in which the Fund invested are individually identified on the Schedule of Investments. These Portfolio Funds may invest in U.S. and non-U.S. equities and equity-related instruments, fixed income securities, currencies, futures, forward contracts, swaps, commodities, other derivatives and other financial instruments.
The Managers of substantially all Portfolio Funds receive an annual management fee from 1% to 2% of the respective Portfolio Fund’s NAV. Management of the Portfolio Funds also receive performance allocations from 15% to 20% of the Fund’s net profit from its investments in the respective Portfolio Funds, subject to any applicable loss carryforward provisions, as defined by the respective Portfolio Funds’ operating agreements.
For the year ended March 31, 2017, aggregate purchases and proceeds from sales of investments in Portfolio Funds and Securities were $26,273,935 and $59,775,456, respectively.
For the year ended March 31, 2017, aggregate repurchases of and proceeds from Securities sold short were $5,013,445 and $9,549,346, respectively.
The Fund’s Share activities for the year ended March 31, 2017 were as follows:
| | Balance as of April 1, 2016 | | | Subscriptions | | | Redemptions | | | Balance as of March 31, 2017 | |
Class I | | | 114,841.76 | | | | 2,711.45 | | | | (36,062.09 | ) | | | 81,491.12 | |
The Fund’s Share activities for the year ended March 31, 2016 were as follows:
| | Balance as of April 1, 2015 | | | Subscriptions | | | Redemptions | | | Distributions Reinvested | | | Balance as of March 31, 2016 | |
Class I | | | 77,009.41 | | | | 34,987.17 | | | | (1,062.61 | ) | | | 3,907.79 | | | | 114,841.76 | |
6. | Management Fee, Related Party Transactions and Other |
The Fund bears all of the expenses of its own operations, including, but not limited to, the investment management fee for the Fund payable to the Advisor, and administration fees, custody fees, and transfer agent fees payable to State Street.
In consideration for its advisory and other services, the Advisor shall receive a quarterly management fee, payable quarterly in arrears based on the NAV of the Fund as of the last business day of such quarter, prior to any quarter-end redemptions, in an amount equal to an annual rate of 1.00% of the Fund’s NAV. The Advisor has voluntarily reduced the management fee to 0.75% of the Fund’s NAV from January 1, 2016 to September 30, 2016 and to 0.25% of the Fund’s NAV effective October 1, 2016. The management fee is in addition to the asset-based fees and incentive fees or allocations charged by the Portfolio
morgan creek capital management, llc | annual report to SHAREHOLDERS | 24 |
Morgan Creek Global Equity Long/Short Institutional Fund(A Delaware Statutory Trust)
Notes to Financial Statements (continued)
March 31, 2017
Funds and indirectly borne by Shareholders in the Fund. For the year ended March 31, 2017, the Fund incurred management fees of $1,065,743, of which $501,534 was reduced by the Advisor and $56,987 was payable to the Advisor as of March 31, 2017.
The Fund has entered into an expense limitation agreement in which the Advisor has agreed to pay certain operating expenses of the Fund in order to maintain certain expenses at or below 1.35% for Class I Shares and 2.20% for Class A Shares (the “Expense Caps”), of the average net assets of each class until July 31, 2026. Expenses covered by the Expense Caps include all of the Fund’s expenses other than (i) acquired fund fees and expenses, (ii) any taxes paid by the Fund, (iii) expenses incurred directly or indirectly by the Fund as a result of expenses incurred by a Portfolio Fund, (iv) dividends on short sales, if any, and (v) any extraordinary expenses not incurred in the ordinary course of the Fund’s business (including, without limitation, litigation expenses). Expenses borne by the Advisor are subject to reimbursement by the Fund up to three years from the date the Advisor paid the expense, but no reimbursement will be made by the Fund at any time if it would result in its covered expenses exceeding the expense cap.
If, in any month during which the investment management agreement is in effect, the estimated annualized total covered operating expenses for the Fund are less than the Expense Caps, the Advisor shall be entitled to reimbursement by the Fund of the previously reimbursed expenses to the extent that the Fund’s annualized total operating expenses plus the amount so reimbursed does not exceed, for such month, the Expense Caps. The Advisor will be entitled to reimbursement of all payments remitted by the Advisor to the Fund pursuant to the expense limitation during the previous thirty-six months. During the year ended March 31, 2017, the Fund was required to repay the Advisor $33,201. As of March 31, 2017, the cumulative unreimbursed amounts pursuant to this agreement are as follows:
Years Ended | | Unreimbursed Amounts | |
March 31, 2016 | | $ | 17,113 | |
March 31, 2017 | | | 71,685 | |
| | $ | 88,798 | |
State Street provides accounting and administrative services to the Fund under an administrative services agreement (the “Administration Agreement”). Pursuant to the Administration Agreement, State Street is paid a monthly administrative fee at an annual rate of 0.07% of the Fund’s monthly NAV for these services.
State Street also serves as the Fund’s Custodian and Transfer Agent. State Street is entitled to custody fees as reasonable compensation for its services and expenses as agreed upon from time to time between the Fund on behalf of each applicable Portfolio Fund and State Street. Transfer agent fees are payable monthly based on an annual per Shareholder account charge plus out-of-pocket expenses incurred by State Street on the Fund’s behalf. For the year ended March 31, 2017, the Fund incurred transfer agent fees of $76,140, of which $11,530 were payable as of March 31, 2017.
Distribution Plan
The Fund has adopted a Distribution Plan (the “Plan”), pursuant to Rule 12b-1 under the 1940 Act, with respect to its Class A Shares.
morgan creek capital management, llc | annual report to SHAREHOLDERS | 25 |
Morgan Creek Global Equity Long/Short Institutional Fund(A Delaware Statutory Trust)
Notes to Financial Statements (continued)
March 31, 2017
Under the Plan, the Fund may pay an aggregate amount on an annual basis not to exceed 0.85% of the value of the Fund’s average net assets attributable to its Class A Shares for services provided under the Plan.
The Fund has entered into a credit agreement with Credit Suisse International that bears interest at the 3M LIBOR plus 1.80%. The average interest rate for the year ended March 31, 2017 was 2.63%. The maximum aggregate principal amount of credit that may be extended to the Fund at any time is $10,000,000 (the “Credit Limit”). The Fund also pays a fee equal to 0.75% of the Credit Limit less any outstanding principal amounts (the “Credit Line Fee”). The credit agreement is set to expire on August 30, 2017. The terms of the credit facility include limits on other indebtedness aggregate volatility, minimum net equity and other standard covenants. This credit agreement is not used as leverage, rather to provide bridge financing and meet liquidity needs that may arise. During the year ended March 31, 2017, the Credit Line Fee was $68,576. The average borrowings outstanding for the year ended March 31, 2017 were $1,151,992. As of March 31, 2017, the Fund had an outstanding balance of $5,878 related to fees and interest accrued on the Fund’s line of credit. The credit facility is collateralized by all Portfolio Fund investments of the Fund. As of March 31, 2017, the Fund was in compliance with the covenants of the credit facility.
8. | Risks and Contingencies |
The Fund’s investments in Portfolio Funds may be subject to various risk factors including market, credit, currency and geographic risk. The Fund’s investments in Portfolio Funds may be made internationally and thus may have concentrations in such regions. The Fund’s investments in Portfolio Funds are also subject to the risk associated with investing in Portfolio Funds. The Portfolio Funds are generally illiquid, and thus there can be no assurance that the Fund will be able to realize the value of such investments in Portfolio Funds in a timely manner. Since many of the Portfolio Funds may involve a high degree of risk, poor performance by one or more of the Portfolio Funds could severely affect the total returns of the Fund.
Although the Fund’s investments in Portfolio Funds are denominated in U.S. dollars, the Fund may invest in securities and hold cash balances at its brokers that are denominated in currencies other than its reporting currency. Consequently, the Fund is exposed to risks that the exchange rate of the U.S. dollars relative to other currencies may change in a manner that has an adverse effect on the reported value of that portion of the Fund’s assets which are denominated in currencies other than the U.S. dollars. The Fund may utilize options, futures and forward currency contracts to hedge against currency fluctuations, but there can be no assurance that such hedging transactions will be effective.
From time to time, the Fund may have a concentration of Shareholders holding a significant percentage of its net assets. Investment activities of these Shareholders could have a material impact on the Fund. As of March 31, 2017, the Cayman Fund maintains a significant holding in the Fund which represents 68.48% of the Fund’s NAV.
In order to obtain more investable cash, the Portfolio Funds may utilize a substantial degree of leverage. Leverage increases returns to investors if the Managers earn a greater return on leveraged investments than the Managers’ cost of such leverage. However, the use of leverage, such as margin borrowing, exposes the Fund to additional levels of risk including (i) greater losses from investments in Portfolio Funds than would otherwise have been the case had the Managers not borrowed to make the investments in Portfolio Funds, (ii) margin calls or changes in margin requirements may force premature liquidations of investment positions and (iii) losses on investments in Portfolio Funds where the Portfolio Funds fails to earn a return that equals or exceeds the Managers’ cost of leverage related to such Portfolio Funds.
morgan creek capital management, llc | annual report to SHAREHOLDERS | 26 |
Morgan Creek Global Equity Long/Short Institutional Fund(A Delaware Statutory Trust)
Notes to Financial Statements (continued)
March 31, 2017
In the normal course of business, the Portfolio Funds in which the Fund invests may pursue certain investment strategies, trade various financial instruments and enter into various investment activities with off-balance sheet risk. These include, but are not limited to, leverage, short selling, global tactical asset allocation strategies, event-drive strategies and other related risks. The Fund’s risk of loss in each Portfolio Fund is limited to the value of the Fund’s interest in each Portfolio Fund as reported by the Fund.
Short sales involve the risk that the Fund will incur a loss by subsequently buying a security at a higher price than the price at which the Fund previously sold the security short. Any loss will be increased by the amount of compensation, interest or dividends, and transaction costs the Fund must pay to a lender of the security. In addition, because the Fund’s loss on a short sale stems from increases in the value of the security sold short, the extent of such loss, like the price of the security sold short, is theoretically unlimited. By contrast, the Fund’s loss on a long position arises from decreases in the value of the security held by the Fund and therefore is limited by the fact that a security’s value cannot drop below zero.
The Fund enters into contracts that contain a variety of indemnifications. The Fund’s maximum exposure under these arrangements is unknown. However, the Fund has not had prior claims or losses pursuant to these contracts and expects the risk of loss to be remote.
morgan creek capital management, llc | annual report to SHAREHOLDERS | 27 |
Morgan Creek Global Equity Long/Short Institutional Fund(A Delaware Statutory Trust)
Notes to Financial Statements (continued)
March 31, 2017
The following summary represents per Share data, ratios to average net assets(a) and other financial highlights information for Shareholders:
Class I | | | | | | | | | | | | | | | |
Per Share operating performance: | | Year Ended March 31, 2017 | | | Year Ended March 31, 2016 | | | Year Ended March 31, 2015 | | | Year Ended March 31, 2014 | | | Year Ended March 31, 2013 | |
Net asset value per Share, beginning of year | | $ | 1,018.28 | | | $ | 1,230.74 | | | $ | 1,131.66 | | | $ | 1,014.96 | | | $ | 1,013.44 | |
| | | | | | | | | | | | | | | | | | | | |
Net investment income (loss) (b) | | | (15.81 | ) | | | (17.23 | ) | | | 7.32 | | | | 146.67 | | | | 73.91 | |
Net realized and unrealized gain (loss) from investments in Portfolio Funds and Securities | | | 53.66 | | | | (152.80 | ) | | | 138.27 | | | | 102.76 | | | | (29.37 | ) |
Net increase (decrease) resulting from operations | | | 37.85 | | | | (170.03 | ) | | | 145.59 | | | | 249.43 | | | | 44.54 | |
| | | | | | | | | | | | | | | | | | | | |
Distributions in excess of investment income | | | — | | | | (42.43 | ) | | | (46.51 | ) | | | (132.73 | ) | | | (43.02 | ) |
| | | | | | | | | | | | | | | | | | | | |
Net asset value per Share, end of year | | $ | 1,056.13 | | | $ | 1,018.28 | | | $ | 1,230.74 | | | $ | 1,131.66 | | | $ | 1,014.96 | |
| | | | | | | | | | | | | | | | | | | | |
Total return (c) | | | 3.72 | % | | | (14.22 | %) | | | 13.09 | % | | | 24.99 | % | | | 4.55 | % |
| | | | | | | | | | | | | | | | | | | | |
Ratio of total expenses to average net assets (d)(h)(i) | | | 2.02 | % | | | 1.86 | % | | | 1.95 | % | | | 3.10 | % | | | 21.37 | % |
| | | | | | | | | | | | | | | | | | | | |
Ratio of total expenses after expense reimbursement and management fee reduction (d)(e)(i) | | | 1.57 | % | | | 1.53 | % | | | 1.40 | % | | | 1.44 | %(k) | | | 1.48 | %(k) |
| | | | | | | | | | | | | | | | | | | | |
Ratio of total expenses subject to expense reimbursement (d)(i) | | | 1.35 | % | | | 1.35 | % | | | 1.35 | % | | | 1.35 | % | | | 1.35 | % |
| | | | | | | | | | | | | | | | | | | | |
Ratio of net investment income (loss) to average net assets (f)(j) | | | (1.53 | %) | | | (1.48 | %) | | | 0.62 | % | | | 13.32 | % | | | 7.36 | % |
| | | | | | | | | | | | | | | | | | | | |
Portfolio turnover (g) | | | 25.90 | % | | | 54.37 | % | | | 43.62 | % | | | 71.64 | % | | | 40.01 | % |
| | | | | | | | | | | | | | | | | | | | |
Net assets, end of year (in 000’s) | | $ | 86,065 | | | $ | 116,941 | | | $ | 94,779 | | | $ | 7,733 | | | $ | 2,390 | |
(a) | Average net assets is calculated using the average net asset value of the Fund at the end of each month throughout the year. The impact of the De-Spoking Transaction is included in the net asset value of the Fund at June 30, 2014. |
(b) | Calculated based on the average Shares outstanding methodology. |
(c) | Total return assumes a subscription of a Share in the Fund at the beginning of the period indicated and a repurchase of a Share on the last day of the period, and assumes reinvestment of all distributions during the period when owning Shares of the Fund. |
(d) | The ratio for the year ended March 31, 2015 includes expenses of the Fund prior to July 1, 2014 and does not include expenses of the Global Equity Long/Short Master Fund. |
(e) | The Fund did not have management fee reductions prior to July 1, 2014. |
(f) | The ratio for the year ended March 31, 2015 includes income and expenses of the Fund prior to July 1, 2014 and does not include expenses of the Global Equity Long/Short Master Fund. |
(g) | The portfolio turnover rate reflects the investment activities of the Fund. |
(h) | Represents a percentage of expenses reimbursed per the prospectus. |
(i) | Ratio does not reflect the Fund’s proportionate share of Portfolio Funds’ expenses. |
(j) | Ratio does not reflect the Fund’s proportionate share of Portfolio Funds’ income and expenses. |
(k) | Ratio includes expenses of the Global Equity Long/Short Master Fund. |
The above ratios and total return have been calculated for the Shareholders taken as a whole. An individual Shareholder’s ratios and total return may vary from these due to the timing of capital share transactions.
Management has determined that there are no material events requiring additional disclosures in the financial statements through the date the financial statements were issued.
morgan creek capital management, llc | annual report to SHAREHOLDERS | 28 |
Morgan Creek Global Equity Long/Short Institutional Fund(A Delaware Statutory Trust)
Board of Trustees (Unaudited)
Name(1) and Year of Birth | Position(s) held With Registrant | Term of Office(2) and Length of Time Served | Principal Occupation(s) During Past Five Years and Other Relevant Qualifications(3) | Number of Morgan Creek- Advised Funds Overseen by Trustee | Other Public Company Directorships Held by Trustee In the Past Five Years |
Independent Trustees | | | | | |
William C. Blackman 1946 | Trustee | Since 2010 | Shareholder of Blackman & Sloop (accounting firm) from since prior to 2010 to June 2008. | 1 | None |
Michael S. McDonald 1966 | Trustee | Since 2010 | Vice President of McDonald Automotive Group (automobile franchises) since 1989. | 1 | None |
Sean S. Moghavem 1964 | Trustee | Since 2010 | President of Archway Holdings Corp. since prior to 2010 to present; President of URI Health and Beauty LLC since prior to 2010 to present; President of Archway Holdings-Wilmed LLC from April 2008 to present. | 1 | None |
Interested Trustees(4) | | | | | |
Mark W. Yusko 1963 | Trustee, Chairman and President | Since 2010 | Mr. Yusko has been Chief Investment Officer and Chief Executive Officer of Morgan Creek Capital Management, LLC since July 2004. Previously, Mr. Yusko served as President and Chief Executive Officer for UNC Management Co., LLC from January 1998 through July 2004, where he was responsible for all areas of investment management for the UNC Endowment and Affiliated Foundation Funds. | 1 | None |
Josh Tilley 1977 | Trustee, Principal | Since 2015 | Mr. Tilley has been Principal of Investments at Morgan Creek Capital Management, LLC since July 2004. Previously, Mr. Tilley served as an associate for UNC Management Company, LLC from 2003-2004 where he was responsible for manager research and due diligence and overall portfolio strategy and tactical asset allocation decisions. | 1 | None |
(1) | The address for the Fund’s Trustees is c/o Morgan Creek Capital Management, LLC, 301 West Barbee Chapel Road, Chapel Hill, NC 27517. |
(2) | Trustees serve until their resignation, removal or death. |
(3) | The information above includes each Trustee’s principal occupation during the last five years. The Fund’s Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call the Fund at 1-919-933-4004. |
(4) | Mr. Yusko and Mr. Tilley are “interested persons”, as defined in the 1940 Act, of the Fund based on their position with Morgan Creek Capital Management, LLC and its affiliates. |
morgan creek capital management, llc | annual report to SHAREHOLDERS | 29 |
Morgan Creek Global Equity Long/Short Institutional Fund(A Delaware Statutory Trust)
Fund Management (Unaudited)
Name and Year of Birth | Position(s) held With Registrant | Length of Time Served | Principal Occupation(s) During Past Five Years |
Officers | | | |
Mark B. Vannoy 1976 | Treasurer | Since 2010 | Mr. Vannoy joined Morgan Creek in January 2006 and serves as Director of Fund Administration. Prior to Morgan Creek, Mr. Vannoy worked at Nortel Networks, Ernst & Young, and KPMG both in the United States and Cayman Islands. |
Taylor Thurman 1979 | Chief Compliance Officer | Since 2011 | Mr. Thurman joined Morgan Creek in February 2006 and serves as a Director. |
David K. James 1970 | Secretary | Since 2010 | Managing Director and Managing Counsel, State Street Bank and Trust Company (2009 to present). |
morgan creek capital management, llc | annual report to SHAREHOLDERS | 30 |
Morgan Creek Global Equity Long/Short Institutional Fund(A Delaware Statutory Trust)
Other Information (Unaudited)
Proxy Voting Policies and Procedures and Proxy Voting Record
A copy of (1) the Fund’s policies and procedures with respect to the voting of proxies relating to the Portfolio Funds and Securities; and (2) how the Fund voted proxies relating to Portfolio Funds and Securities during the most recent period ended March 31 is available without charge, upon request, by calling the Fund at 1-919-933-4004. This information is also available on the Securities and Exchange Commission’s website at http://www.sec.gov.
Quarterly Schedule of Investments
The Fund also files a complete Schedule of Investments with the Securities and Exchange Commission for the Fund’s first and third fiscal quarters on Form N-Q. The Fund’s Form N-Q are available on the Securities and Exchange Commission’s website at http://www.sec.gov. The Fund’s Form N-Q may be reviewed and copied at the Securities and Exchange Commission’s Public Reference Room in Washington, D.C. and information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330. Once filed, the most recent Form N-Q will be available without charge, upon request, by calling the Fund at 1-919-933-4004.
morgan creek capital management, llc | annual report to SHAREHOLDERS | 31 |
Morgan Creek Global Equity Long/Short Institutional Fund(A Delaware Statutory Trust)
Approval of Investment Management Agreement (Unaudited)
The Board of Trustees, including those trustees who are not considered to be “interested persons”, as defined in the Investment Company Act of 1940, as amended (the “Independent Trustees”) met in-person on December 5, 2016 to consider, among other things, the renewal of the investment management agreement (the “Agreement”) between the Morgan Creek Global Equity Long/Short Institutional Fund (the “Fund”) and Morgan Creek Capital Management, LLC (the “Advisor”)
In considering the approval of the Agreement between the Fund and the Advisor, the Independent Trustees requested and evaluated extensive materials from the Advisor and other sources, including, among other items: (a) an overview of the discretionary investment advisory services provided by the Advisor; (b) the breadth and experience of the investment management and research staff of the Advisor; (c) financial information for the Advisor; (d) marketing and distribution support to be provided by the Advisor to the Fund; (e) the current Form ADV of the Advisor; (f) the expected profitability report of the Advisor with respect to the Fund; (g) information about the investment performance of the Fund relative to an appropriate peer group and indices; (h) the fees charged to other clients relative to fees charged to the Fund by the Advisor; and (i) the resources devoted to compliance with the Fund’s: (i) investment policy, (ii) investment restrictions, (iii) policies on personal securities transactions, (iv) other policies and procedures that form the Advisor’s portions of the Fund’s compliance program, and (v) the Advisor’s responsibilities overseeing the Fund’s service providers.
The Independent Trustees, as well as the full Board, considered all factors it believed relevant with respect to the Advisor, including but not limited to: the nature and quality of services provided; investment performance relative to appropriate peer groups and indices; skills, breadth of experience and capabilities of personnel, including continued employment of key personnel; stability of management; comparative data on fees, expenses and performance; marketing and distribution capabilities; potential economies of scale; commitments to provide high levels of support and service to the Fund; commitment for a period of time to provide contractual expense cap to the Fund; potential benefits to the Advisor from its relationship with the Fund, including revenues to be derived from services provided to the Fund by its affiliates, if any; and potential benefits to the Fund and its shareholders of receiving research services, if any, from broker/dealer firms in connection with allocation of portfolio transactions to such firms.
In determining to approve the Agreement, the Board considered the following factors:
Investment Performance. The Independent Trustees reviewed the performance of the Fund for the 3-month, 6-month, one-year, two-year and three-year periods ended September 30, 2016, and since the Fund’s inception. Following strong outperformance compared to its benchmarks in the prior trailing one-year reporting period, the Board found that the Fund experienced a difficult twelve months in the period ending September 30, 2016. From October 2015 through September 2016, the Fund declined 7.8% versus a positive 11.4% return for the MSCI World Index and a positive 0.1% for the return of the HFRX Equity Hedge Index. The Board noted that a majority of the underperformance occurred in the first three months of 2016 when the Fund lost 11.9% versus a positive 0.3% return for the MSCI World Index and a positive 1.8% return for the HRFX Equity Hedge Index. The Board further noted that the net total return performance of the Fund underperformed the performance of the peer group selected by Lipper and the Funds’ benchmark for certain time periods. The Independent Trustees also reviewed the Fund’s performance compared to the performance of its benchmark index, the MSCI World Index for various time periods.
The Board recognized a number of factors that contributed to the difference in performance of the Fund compared to its peer funds including the fact that many funds in the peer group could be characterized as being more “market directional,” while many of the underlying funds that the Fund owns utilize hedging strategies or strategies that perform better when markets are less one directional. The Board recognized the market’s impact on the managers of the private funds in which the
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Morgan Creek Global Equity Long/Short Institutional Fund(A Delaware Statutory Trust)
Approval of Investment Management Agreement (Unaudited) (continued)
Fund invests. Certain of these private funds made a sharp drawdown to start the year, as they were cutting their exposures aggressively. As a result, when markets rebounded, the Board noted that the long/short funds in general and many of the Fund’s managers specifically found themselves dramatically underexposed to the equity market.
The Board further noted the challenges of finding a statistically significant sample size of peer funds with long/short strategies that are similar to the Fund, noting that the managers of such funds differ in terms of style, structure and sector focus.
In general, the Board recognized that the Fund has a long/short strategy and that registered and private funds with long/short strategies performed poorly during the relevant period when the equity markets were rising. Such funds are designed to protect shareholders in down markets by taking short positions, which perform poorly in rising markets. While the Fund acted consistent with its strategy of generating returns with lower volatility, this strategy was not favorable during a significantly rising equity market.
Management Fees and Total Expense Ratios. The Board discussed with the Advisor the level of the management fee for the Fund relative to comparable funds as determined by Lipper. In addition to the management fee, the Board also reviewed the Fund’s total expense ratio and compared it to the Lipper data of the Fund’s peers. The Board noted that the fees were within range of funds with similar investment objectives and strategies. The Board noted that the contractual advisory fee was slightly above the median of the Fund’s peers but significantly below the average of the Fund’s peers. The Board reviewed the total expenses of the Institutional Fund and compared it to the Lipper data of the Institutional Fund’s peers. The Board noted that the total expense ratio of the Fund was slightly below above the median of the Fund’s peers and significantly below the average of the Fund’s peers. The Board also noted that the actual advisory fee, which included the effect of waivers and reimbursements by the Advisor, was below the median of the Fund’s peers.
Costs of Services and Potential Profits. In analyzing the cost of services and profitability of the Advisor, the Board considered the revenues earned and expenses incurred by the Advisor. As to profits realized by the Advisor, the Board reviewed information regarding its income and expenses related to the management and operation of the Fund. The Board concluded that the Advisor has adequate resources to fulfill its responsibilities under the Agreement. The Board noted that to date the Advisor has not been profitable with respect to the Fund.
Economies of Scale. The Trustees considered the existence of any economies of scale in the provision of services by the Advisor and whether those economies were shared with the Fund through breakpoints in its management fees or other means, such as expense caps or fee waivers. The Trustees noted that the assets of the Fund were still too small to meaningfully consider economies of scale and the necessity of breakpoints. Nevertheless, the Board recognized that the Fund benefited and will continue to benefit from expense caps and fee waivers with respect to its management fee.
Fall-Out Benefits. The Board concluded that other benefits derived by the Advisor from its relationship with the Fund, to the extent such benefits are identifiable or determinable, are reasonable and fair, result from the provision of appropriate services to the Fund and its shareholders, and are consistent with industry practice and the best interests of the Fund and its shareholders.
Nature, Extent and Quality of Services. The Independent Trustees reviewed and considered the nature, extent and quality of the services provided by the Advisor and found them to be of high-quality and in the best interests of the Fund. The Board reviewed and considered the qualifications of the portfolio managers, the senior administrative managers and other key personnel of the Advisor who provide the administrative and advisory services to the Fund. The Trustees also concluded that the Advisor continues to make a significant entrepreneurial commitment to the management and success of the Fund.
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Morgan Creek Global Equity Long/Short Institutional Fund(A Delaware Statutory Trust)
Approval of Investment Management Agreement (Unaudited) (continued)
Conclusion. The Independent Trustees concluded that the Advisor is a highly experienced investment manager and its key personnel are highly qualified to continue to serve as investment adviser to the Fund. It was recognized that the Fund’s recent performance lagged behind its peers and that the performance was attributable in part to how the managers of the underlying private funds executed their long/short strategies in the recent market. The Independent Trustees also concluded that the Fund’s expense ratios were reasonable, and noted that the Advisor at the Fund’s current asset size is not making a profit under the Agreement. The Board also noted that economies of scale were not a significant factor in its thinking at this time as the Fund is relatively small in terms of assets. The Independent Trustees determined that the potential profitability of ancillary services was not material to their decision. On the basis of the foregoing and without assigning particular weight to any single conclusion, the Independent Trustees and the full Board determined to approve the Agreement.
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Morgan Creek Global Equity Long/Short Institutional Fund(A Delaware Statutory Trust)
Privacy Notice
FACTS | WHAT DO MORGAN CREEK GLOBAL EQUITY LONG/SHORT INSTITUTIONAL FUND (THE “FUND”) AND MORGAN CREEK SERIES TRUST (THE “TRUST” AND COLLECTIVELY WITH THE FUND, THE “FUND COMPLEX”) DO WITH YOUR PERSONAL INFORMATION? |
Why? | Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do. |
What? | The types of personal information we collect and share depend on the product or service you have with us. This information can include: ● Social Security number and other information we receive from you on applications or other forms ● Information about your transactions with us and our service providers, or others ● Information we receive from consumer reporting agencies (including credit bureaus) If you decide to close your account(s) or become an inactive customer, we will adhere to the privacy policies and practices described in this notice. |
How? | All financial companies need to share customers’ personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers’ personal information; the reasons the Fund Complex chooses to share; and whether you can limit this sharing. |
Reasons we can share your personal information | Does the Fund Complex share? | Can you limit this sharing? |
For our everyday business purposes – such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus | Yes | No |
For our marketing purposes – to offer our products and services to you | Yes | No |
For joint marketing with other financial companies | No | No |
For our affiliates’ everyday business purposes – information about your transactions and experiences | Yes | No |
For our affiliates’ everyday business purposes – information about your creditworthiness | Yes | No |
For our affiliates to market to you | No | No |
For non-affiliates to market to you | No | No |
Questions? | Call (919) 933-4004 or go to http://www.morgancreekfunds.com/privacy-notice.html |
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Morgan Creek Global Equity Long/Short Institutional Fund(A Delaware Statutory Trust)
Privacy Notice (continued)
Who we are |
Who is providing this notice? | Morgan Creek Global Equity Long/Short Institutional Fund (the “Fund”), Morgan Creek Series Trust (the “Trust” and collectively with the Fund, the “Fund Complex”) |
What we do |
How does the Fund Complex protect my personal information? | To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include computer safeguards and secured files and buildings. We also restrict access to your personal and account information to those persons who need to know it in order to provide services to you. |
How does the Fund Complex collect my personal information? | We collect your personal information, for example, when you: ● open an account ● purchase or sell shares ● exchange shares We also collect your personal information from others, such as credit bureaus. |
Why can’t I limit all sharing? | Federal law gives you the right to limit only: ● sharing for affiliates’ everyday business purposes—information about your creditworthiness ● affiliates from using your information to market to you ● sharing for non-affiliates to market to you |
Definitions |
Affiliates | Companies related by common ownership or control. They can be financial and non-financial companies. The following companies may be considered Affiliates of the Fund Complex: ● Morgan Creek Capital Management, LLC ● Morgan Creek Capital Distributors, LLC ● Hatteras Investment Partners, LLC |
Non-affiliates | Companies not related by common ownership or control. They can be financial and non-financial companies. The following companies provide services to the Fund Complex and we may share your personal information as part of their everyday services to the Fund Complex. ● State Street Bank and Trust Company ● Gemini Fund Services, LLC ● Northern Lights Distributors, LLC |
Joint marketing | A formal agreement between nonaffiliated financial companies that together market financial products or services to you. ● The Fund Complex does not have any joint marketing agreements. |
Other important information |
In the event that you hold shares of the Fund Complex through a financial intermediary, including, but not limited to, a broker- dealer, bank or trust company, the privacy policy of your financial intermediary will govern how your nonpublic personal information will be shared with non-affiliated third parties by that entity. |
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Morgan Creek Global Equity Long/Short Institutional Fund(A Delaware Statutory Trust)
Morgan Creek Global Equity Long/Short Institutional Fund
301 West Barbee Chapel Road, Suite 200
Chapel Hill, NC 27517
Trustees
William C. Blackman
Michael S. McDonald
Sean S. Moghavem
Mark W. Yusko
Joshua Tilley
Officers
Mark W. Yusko, President
Mark B. Vannoy, Treasurer
Taylor Thurman, Chief Compliance Officer
David K. James, Secretary
Advisor
Morgan Creek Capital Management, LLC
301 West Barbee Chapel Road, Suite 200
Chapel Hill, NC 27517
Administrator, Custodian, Fund Accounting Agent and Transfer Agent
State Street Bank and Trust Company
One Lincoln Street
Boston, MA 02111
Independent Registered Public Accounting Firm
Ernst & Young LLP
100 N. Tryon Street, Suite 3800
Charlotte, NC 28202
Legal Counsel
Thompson Hine LLP
1919 M Street, NW
Suite 700
Washington, D.C. 20036
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The Advisor engages in other activities including managing the assets of various private funds and institutional accounts. In the ordinary course of business, the Advisor engages in activities in which the Advisor's interests or the interests of its clients may conflict with the interests of the Registrant or its shareholders. The discussion below sets out such conflicts of interest that may arise; conflicts of interest not described below may also exist. The Advisor can give no assurance that any conflicts of interest will be resolved in favor of the Registrant or its shareholders.
The Portfolio Manager is responsible for managing other accounts, including proprietary accounts, separate accounts and other pooled investment vehicles, including unregistered hedge funds and funds of hedge funds. The Portfolio Manager may manage separate accounts and other pooled investment vehicles that may have materially higher, lower or different fee arrangements than the Registrant and may also be subject to performance-based fees. The side-by-side management of these separate accounts and/or pooled investment vehicles may raise potential conflicts of interest including those relating to cross trading and the allocation of investment opportunities.
From time to time, the Advisor may pursue the development of investment managers who will manage private investment funds that would otherwise qualify as investments for the Registrant. Due to the conflicts of interest involved and in accordance with applicable law, the Advisor will not make any investment for the Registrant in any Portfolio Fund that is managed by an affiliate of the Advisor. Accordingly, there may be investments that are unavailable to the Registrant due to the manager's affiliation with the Advisor. Further, in the event that the Advisor acquires a business or investment manager that is a manager of any Portfolio Fund, the Advisor may need to liquidate any investment by the Registrant in a Portfolio Fund managed by such affiliated investment manager.
In addition, the Advisor may have other relationships with Portfolio Funds or Managers which may not result in the Advisor directly or indirectly controlling, being controlled by, or being under common control with, such Portfolio Funds or Managers. These relationships may include distribution or intermediary relationships with Portfolio Funds, strategic or principal investments in Portfolio Funds or their Managers, or other contractual relationships. To the extent permitted by applicable law, it is possible that the Registrant may invest in one or more such Portfolio Funds or with one or more such Managers. In such circumstances, the management fee and the incentive fee charged by any such Portfolio Fund or Manager may still apply.
Portfolio Funds may, consistent with applicable law, not disclose the contents of their portfolios. This lack of transparency may make it difficult for the Advisor to monitor whether holdings of the Portfolio Funds cause the Registrant to be above specified levels of ownership in certain asset classes. To avoid adverse regulatory consequences in such a case, the Registrant may need to hold its interest in a Portfolio Fund in non-voting form. Additionally, in order to avoid becoming subject to certain prohibitions under the Investment Company Act of 1940, as amended (“1940 Act”), with respect to affiliated transactions, the Registrant intends to own less than 5% of the voting securities of each Portfolio Fund. This limitation on owning voting securities is intended to ensure that a Portfolio Registrant is not deemed an "affiliated person" of the Registrant for purposes of the 1940 Act, which may, among other things, potentially impose limits on transactions with the Portfolio Funds, both by the Registrant and other clients of the Advisor. To limit its voting interest in certain Portfolio Funds, the Registrant may enter into contractual arrangements under which the Registrant irrevocably waives its rights (if any) to vote its interest in a Portfolio Fund. The Registrant will not receive any consideration in return for entering into a voting waiver arrangement. Other Portfolio Funds or accounts managed by the Advisor may also waive their voting rights in a particular Portfolio Fund. Subject to the oversight of the Registrant's Board, the Advisor will decide whether to waive such voting rights and, in making these decisions, will consider the amounts (if any) invested by the Advisor in the particular Portfolio Fund. These voting waiver arrangements may increase the ability of the Registrant to invest in certain Portfolio Funds. However, to the extent the Registrant contractually foregoes the right to vote the securities of a Portfolio Fund, the Registrant will not be able to vote on matters that require the approval of the interest holders of the Portfolio Fund, including matters adverse to the Registrant's interests. This restriction could diminish the influence of the Registrant in a Portfolio Fund, as compared to other investors in the Portfolio Fund (which could include other Portfolio Funds or accounts managed by the Advisor, if they do not waive their voting rights in the Portfolio Fund), and adversely affect the Registrant' investment in the Portfolio Fund, which could result in unpredictable and potentially adverse effects on the Registrant’s shareholders. There are, however, other statutory tests of affiliation (such as on the basis of control), and, therefore, the prohibitions of the 1940 Act with respect to affiliated transactions could apply in some situations where the Registrant owns less than 5% of the voting securities of a Portfolio Fund. In these circumstances, transactions between the Registrant and a Portfolio Fund may, among other things, potentially be subject to the prohibitions of Section 17 of the 1940 Act notwithstanding that the Registrant has entered into a voting waiver arrangement.
Mr. Mark W. Yusko has significant day-to-day duties in the management of the Registrant, including providing analysis and recommendations on asset allocation and Portfolio Fund selection. Mr. Yusko owns equity interests in the Advisor, which pays him a base salary and he may receive a bonus, and the Advisor is obligated to make distributions of profits to him, as well as the other members, on an annual basis.
The following table sets forth, for the portfolio manager, the aggregate dollar range of the registrant's equity securities beneficially owned as of March 31, 2017.
Not applicable.
There have been no material changes to the procedures by which the shareholders may recommend nominees to the Registrant’s Board, where those changes were implemented after the Registrant last provided disclosure in response to the requirements of Item 407(c)(2)(iv) of Regulation S-K (17 C.F.R. 229.407) (as required by Item 22(b)(15) of Schedule 14A (17 C.F.R. 240.14a-101)), or this Item.
(a) The Registrant’s principal executive and principal financial officers have concluded that the Registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the 1940 Act provide reasonable assurances that material information relating to the Registrant is made known to them by the appropriate persons, based on their evaluation of these controls and procedures, as of a date within 90 days of the filing date of this Form N-CSR.
(b) There were no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act) that occurred during the registrant’s second fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, and the Investment Company Act of 1940, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, and the Investment Company Act of 1940, as amended, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.