UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT
INVESTMENT COMPANIES
Investment Company Act file number 811-22561
SkyBridge G II Fund, LLC
(Exact name of registrant as specified in charter)
527 Madison Avenue-16th Floor
New York, NY 10022
(Address of principal executive offices) (Zip code)
Marie Noble
SkyBridge Capital II, LLC
527 Madison Avenue-16th Floor
New York, NY 10022
(Name and address of agent for service)
Registrant’s telephone number, including area code: (212) 485-3100
Date of fiscal year end: March 31
Date of reporting period: March 31, 2012
Form N-CSR is to be used by management investment companies to file reports with the Commission not later than 10 days after the transmission to stockholders of any report that is required to be transmitted to stockholders under Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may use the information provided on Form N-CSR in its regulatory, disclosure review, inspection, and policymaking roles.
A registrant is required to disclose the information specified by Form N-CSR, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-CSR unless the Form displays a currently valid Office of Management and Budget (“OMB”) control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to Secretary, Securities and Exchange Commission, 100 F Street, NE, Washington, DC 20549. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. § 3507.
Item 1. Reports to Stockholders.
The Report to Shareholders is attached herewith.
SKYBRIDGE G II FUND, LLC
Financial Statements
As of March 31, 2012 and for the period from
September 28, 2011 to March 31, 2012 (in organization)
(With Report of Independent Registered
Public Accounting Firm Thereon)
| | |
| | KPMG LLP |
| | 345 Park Avenue New York, NY 10154-0102 |
Report of Independent Registered Public Accounting Firm
The Board of Directors and Shareholders
SkyBridge G II Fund, LLC:
We have audited the accompanying statement of assets and liabilities of SkyBridge G II Fund, LLC (the Company) as of March 31, 2012 (in organization), and the related statements of operations, changes in net assets and cash flows for the period from September 28, 2011 through March 31, 2012 (in organization). These financial statements and are the responsibility of the Company’ management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of SkyBridge G II Fund, LLC as of March 31, 2012 (in organization), and the results of its operations, changed in net assets and its cash flows for the period from September 28, 2011 through March 31, 2012 (in organization), in conformity with U.S. generally accepted accounting principles.
January 18, 2013
| | | | |
| | KPMG LLP is a Delaware limited liability partnership, the U.S. member firm of KPMG International Cooperative (“KPMG International”), a Swiss entity. | | |
SkyBridge G II Fund, LLC
Statement of Assets and Liabilities
(In Organization)
March 31, 2012
| | | | |
Assets: | | | | |
Cash | | $ | 83,261 | |
Deferred offering costs | | | 47,000 | |
| | | | |
Total Assets | | | 130,261 | |
| | | | |
| |
Liabilities: | | | | |
Accrued expenses | | | 78,000 | |
Payable to affiliate | | | 8,000 | |
| | | | |
Total Liabilities | | | 86,000 | |
| | | | |
| |
Net Assets | | $ | 44,261 | |
| | | | |
| |
Components of Net Assets: | | | | |
Accumulated Deficit | | | (85,739) | |
Paid in Capital | | | 130,000 | |
| | | | |
Net Assets | | $ | 44,261 | |
| | | | |
| |
Shares Issued and Outstanding: | | | | |
Shares Outstanding (Unlimited Shares Authorized) | | | 130 | |
| | | | |
Net Asset Value (NAV) per Share | | $ | 340.4692 | |
| | | | |
See accompanying notes to financial statements.
- 1 -
SkyBridge G II Fund, LLC
Statement of Operations
(In Organization)
For the period from
September 28, 2011 to March 31, 2012
| | | | |
Investment Income: | | | $ - | |
| | | | |
| |
Expenses: | | | | |
Professional Fees | | | 43,750 | |
Directors Fees | | | 11,250 | |
Custody | | | 739 | |
| | | | |
| |
Total Expenses | | | 55,739 | |
| | | | |
| |
Net Loss | | | $ (55,739) | |
| | | | |
See accompanying notes to financial statements.
- 2 -
SkyBridge G II Fund, LLC
Statement of Changes in Net Assets
(In Organization)
For the period from
September 28, 2011 to March 31, 2012
| | | | |
Operations | | | | |
Net loss | | $ | (55,739) | |
| | | | |
Total decrease in net assets | | | (55,739) | |
| | | | |
| |
Net decrease in net assets | | | (55,739) | |
Net assets, beginning of period | | | 100,000 | |
| | | | |
Net assets, end of period | | $ | 44,261 | |
| | | | |
See accompanying notes to financial statements.
- 3 -
SkyBridge G II Fund, LLC
Statement of Cash Flows
(In Organization)
For the period from
September 28, 2011 to March 31, 2012
| | | | |
Cash flows from operating activities: | | | | |
Net decrease in net assets | | | $ (55,739) | |
| Adjustments to reconcile net decrease in net assets from operations to net cash used in operating activities : | | | | |
Increase in deferred expenses | | | (24,000) | |
Increase in accrued expenses | | | 78,000 | |
Decrease in payable to affiliates | | | (45,000) | |
| | | | |
Net cash used in operating activities | | | (46,739) | |
| | | | |
| |
Net decrease in cash | | | | |
Cash: | | | | |
Beginning Balance | | | 130,000 | |
| | | | |
Ending Balance | | | $ 83,261 | |
| | | | |
See accompanying notes to financial statements.
- 4 -
SkyBridge G II Fund, LLC
Notes to Financial Statements
(In Organization)
For the period from September 28, 2011 to March 31, 2012
1. Organization
SkyBridge G II Fund, LLC (the “Company”) was organized as a Delaware Limited Liability Company on May 9, 2011. The Company is registered under the Investment Company Act of 1940 (the “1940 Act”) as amended, as a closed-end, non-diversified management investment company. The Company is also registered under the Securities Act of 1933 (the “1933 Act”).
The investment objective of the Company will be to achieve capital appreciation principally through investing in investment funds (“Investment Funds”) managed by third-party investment managers (“Investment Managers”) that employ a variety of alternative investment strategies. These investment strategies allow Investment Managers the flexibility to use leverage or short-side positions to take advantage of perceived inefficiencies across the global markets, often referred to as “alternative” strategies. Because Investment Funds following alternative investment strategies are often described as hedge funds, the investment program of the Company can be described as a fund of hedge funds.
Shares of the Company (“Shares”) will be sold to eligible investors (referred to as “Shareholders”). The minimum initial investment in the Company from each Shareholder will be $25,000, the minimum additional investment will be $10,000. The Company is authorized to issue an unlimited number of Shares, all at $0.00001 par value per Share.
SkyBridge Capital II, LLC (the “Adviser”), a Delaware limited liability company, serves as the Company’s investment adviser. The Adviser is registered as an investment adviser under the Investment Advisers Act of 1940, as amended, and, among other things, is responsible for the allocation of the Company’s assets to various Investment Funds. Under the Company’s governing documents, the Company will delegate substantially all authority to oversee the management of the operations and assets of the Company to the Board of Directors. The Adviser owns all issued and outstanding Shares of the Company.
The Company had no investment operations for the period from September 28, 2011 through March 31, 2012, but has engaged in various activities relating to the public offering of the Shares.
2. Summary of Significant Accounting Policies
Basis of Accounting
The preparation of the financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements. Actual amounts could differ from those estimates.
- 5 -
SkyBridge G II Fund, LLC
Notes to Financial Statements (continued)
(In Organization)
For the period from September 28, 2011 to March 31, 2012
Cash and Cash Equivalents
The Company defines cash and cash equivalents to be highly liquid investments, with original maturities of three months or less.
Federal Income Taxes
The Company is a limited liability company and did not elect to be taxable as a corporation for U.S. federal, state, and local tax purposes. As a limited liability company, the Company will not incur entity-level U.S. federal, state, and local income taxes and is not required to file its own tax return. Accordingly, no provision for federal, state, and local income taxes has been made in the accompanying financial statements, as its owner member is liable for income taxes, if any, on the Company’s income, loss, and other items, and there is no tax sharing arrangement between the Company and its owner member. The Company has evaluated whether or not there are uncertain tax positions that require financial statement recognition and has determined that no reserves for uncertain tax positions are required as of March 31, 2012. Since the Company is not required to separately file its own returns, the following is the major tax jurisdiction for the Adviser, in its capacity as the Company’s parent, and the earliest tax year subject to examination: United States – 2011. The Company ultimately intends to elect to be taxable as a corporation for U.S. federal, state, and local tax purposes, and qualify as a “regulated investment company” under Subchapter M of the Internal Revenue Code of 1986, as amended. If so qualified, the Company will not be subject to Federal, state, and local income tax to the extent it distributes substantially all of its net investment income and net capital gains to its shareholders.
3. Investment Advisory Agreement and Other Agreements
Investment Advisory Agreement
The Company has entered into an Investment Advisory Agreement (the “Advisory Agreement”) with the Adviser. The Adviser will provide certain management and administrative services to the Company. The Adviser will act primarily to evaluate and select Investment Managers, to allocate assets, to establish and apply risk management procedures, and to monitor overall investment performance. In addition, the Adviser will also provide office space and other support services. In consideration for such services, the Company will pay the Adviser a monthly management fee of 0.071% (0.85% annually) based on end of month Shareholders’ capital.
In order to limit the ordinary expenses of the Company upon commencement of its investment operations, the Adviser has agreed to waive part or all of the Management Fee (net of any compensation paid by the Adviser or its affiliates to the Placement Agents in connection with the placement of Shares or servicing of investors), or reimburse the Company in a corresponding amount, to the extent necessary to prevent the Company’s ordinary expenses from exceeding 1.50% per annum of its average monthly net assets, excluding expenses in the underlying Investment Funds.
- 6 -
SkyBridge G II Fund, LLC
Notes to Financial Statements (continued)
(In Organization)
For the period from September 28, 2011 to March 31, 2012
Investment Advisory Agreement (continued)
In addition, the Company subsequently would repay the fee waiver/expense reimbursement to the Adviser so long as the repaid amount does not cause the Company, during a year in which repayment is made, to exceed that intended maximum of 1.50% per annum ratio. There will be no repayment unless it can be made during the three years following the fiscal year during which the Company waived the applicable fees or reimbursed the applicable expenses.
Service Providers
The Bank of New York Mellon (“BNYM”) serves as the Company’s Administrator, Custodian, Fund Accountant and Transfer Agent.
Placement agents may be retained by the Company to assist in the placement of the Company’s Shares. A placement agent will generally be entitled to receive a fee from each investor in the Company whose Shares the agent places. The specific amount of the placement fee paid with respect to a Shareholder is generally dependent on the size of the investment in the Company.
Hastings Capital Group, LLC (“Hastings”), an affiliate of the Adviser, serves as the Company’s Principal Underwriter with authority to sell Shares directly and to appoint Placement agents to assist the Principal Underwriter in selling Shares.
4. Related Party and Offering Costs
The Adviser agreed to pay certain costs and expenses incurred in connection with organizing the Company and the initial offering shares of the Company. As of March 31, 2012 approximately $275,000 of such costs and expenses have been incurred by the Adviser. Deferred offering costs as of March 31, 2012 include $24,000 representing underwriting fees charged to the Company by Hastings. These deferred costs will be amortized over a period of 12 months upon commencement of investment operations.
Each Director who is not an “interested person” of the Company, as defined by the 1940 Act, receives an annual retainer for his service as a Director. Directors’ expenses for the period from September 28, 2011 to March 31, 2012 are $11,250.
- 7 -
SkyBridge G II Fund, LLC
Notes to Financial Statements (continued)
(In Organization)
For the period from September 28, 2011 to March 31, 2012
5. Contributions and Redemptions
Once the Company commences investment operations, initial and additional subscriptions for Shares may be accepted as of the first day of each month. The Adviser has been authorized by the Board of Directors of the Company to accept or reject any initial and additional subscriptions for Shares in the Company. It is not anticipated that Shares will be listed on any securities exchange or traded in other markets, and Shares will be subject to substantial restrictions on transfer. The Board of Directors from time to time and in its complete and exclusive discretion, may determine to cause the Company to repurchase Shares from Shareholders pursuant to written tenders by Shareholders on such terms and conditions as it may determine. The Adviser expects that it typically will recommend to the Board of Directors that the Company offer to repurchase Shares from Shareholders quarterly, on each March 31, June 30, September 30 and December 31 (or, if any such date is not a business day, on the immediately preceding business day).
6. Subsequent Events
Management has considered the circumstances under which the Company should recognize or make disclosures regarding events or transactions occurring subsequent to the balance sheet date through the date these financial statements are issued. Adjustments or additional disclosures, if any, have been included in these financial statements.
- 8 -
Item 2. Code of Ethics.
| | (a) | The registrant, as of the end of the period covered by this report, has adopted a code of ethics that applies to the registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party. |
| | (c) | There have been no amendments, during the period covered by this report, to a provision of the code of ethics that applies to the registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party, and that relates to any element of the code of ethics description. |
| | (d) | The registrant has not granted any waivers, including an implicit waiver, from a provision of the code of ethics that applies to the registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party, that relates to one or more of the items set forth in paragraph (b) of this item’s instructions. |
Item 3. Audit Committee Financial Expert.
As of the end of the period covered by the report, the registrant’s board of directors has determined that Charles Hurty is qualified to serve as an audit committee financial expert serving on its audit committee and that he is “independent,” as defined by Item 3 of Form N-CSR.
Item 4. Principal Accountant Fees and Services.
Audit Fees
| | (a) | The aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal accountant for the audit of the registrant’s annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years are $0 for 2011 and $44,000 for 2012. |
Audit-Related Fees
| | (b) | The aggregate fees billed in each of the last two fiscal years for assurance and related services by the principal accountant that are reasonably related to the performance of the audit of the registrant’s financial statements and are not reported under paragraph (a) of this Item are $0 for 2011 and $0 for 2012. |
Tax Fees
| | (c) | The aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning are $0 for 2011 and $0 for 2012. |
All Other Fees
| | (d) | The aggregate fees billed in each of the last two fiscal years for products and services provided by the principal accountant, other than the services reported in paragraphs (a) through (c) of this Item are $0 for 2011 and $0 for 2012. |
| | (e)(1) | Disclose the audit committee’s pre-approval policies and procedures described in paragraph (c)(7) of Rule 2-01 of Regulation S-X. |
| | | The Audit Committee will approve in advance any audit and non-audit services to be provided by the audit firm to (i) the Fund; (ii) the Fund’s investment adviser (non-audit services only); or (iii) any affiliates of such investment adviser (non-audit services only) that provide ongoing services to the Fund if the engagement relates directly to the Fund’s operations and financial reporting; provided, that any single member of the Committee may approve such services on behalf of the Committee if payments for such services are reasonably estimated at less than $10,000 and such approval is reported to the Committee at it next regular meeting; and provided further, that no such non-audit service may be approved if prohibited by applicable rules of the Securities and Exchange Commission. |
| | (e)(2) | The percentage of services described in each of paragraphs (b) through (d) of this Item that were approved by the audit committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X are as follows: |
(b) Not applicable
(c) Not applicable
(d) Not applicable
| | (f) | The percentage of hours expended on the principal accountant’s engagement to audit the registrant’s financial statements for the most recent fiscal year that were attributed to work performed by persons other than the principal accountant’s full-time, permanent employees was less than fifty percent. |
| | (g) | The aggregate non-audit fees billed by the registrant’s accountant for services rendered to the registrant, and rendered to the registrant’s investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant for each of the last two fiscal years of the registrant was are $0 for 2011 and $0 for 2012. |
| | (h) | The registrant’s audit committee of the board of directors has considered whether the provision of non-audit services that were rendered to the registrant’s investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X is compatible with maintaining the principal accountant’s independence. |
Item 5. Audit Committee of Listed registrants.
Not applicable.
Item 6. Investments.
(a) | Schedule of Investments in securities of unaffiliated issuers as of the close of the reporting period is included as part of the report to shareholders filed under Item 1 of this form. |
Item 7. | Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies. |
The Proxy Voting Policies are attached herewith.
SKYBRIDGE G II FUND, LLC
Proxy Voting Procedures
SkyBridge G II Fund, LLC (the “Fund”), an investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”), has adopted these proxy voting procedures (the “Procedures”) in accordance with, and for the purpose of complying with, rules related to proxy voting promulgated by the Securities and Exchange Commission (“SEC”) under the 1940 Act and the Investment Advisers Act of 1940, as amended (the “Advisers Act”).
Delegation of Proxy Voting. The Fund has delegated the responsibility for voting proxies of its underlying portfolio funds (or other underlying securities) to its investment adviser, an adviser registered with the SEC pursuant to the Advisers Act. The investment adviser, SkyBridge Capital II, LLC (the “Adviser”), has adopted proxy-voting procedures, including those designed to address any material conflicts of interests between the Adviser and its clients (“Adviser Procedures”), which have been reviewed and approved by the Board of Directors of the Fund.
Annual Review. The Board of Directors of the Fund will review the Procedures and the Adviser Procedures annually to ensure the procedures are reasonably designed to ensure compliance with all relevant proxy-voting rules that are applicable to the Funds.
Form N-PX. Commencing in 2012, the Fund will cause Form N-PX to be filed by August 31 each year and will include proxy-voting information for the one-year period ending that June 30. Form N-PX is an annual filing of the Fund’s complete proxy voting record which requires information disclosing: (1) each proxy proposal subject matter; (2) if the proxy proposal was proposed by the issuer or a shareholder; (3) how the Fund cast its votes; and (4) if the vote cast was for or against management.
NOTE: By August 31, 2012, the Fund will be required to file Form N-PX for the period October 28, 2011 to June 30, 2012.
Disclosure of Proxy Procedures. Commencing in 2011, the Fund will ensure that a description of its (and the Adviser’s) proxy-voting procedures, including procedures related to proxy-voting conflicts of interest, are disclosed in its Offering Memorandum (the Statement of Additional Information portion, if applicable) and shareholder reports.
NOTE: Required with the next such document filed with the SEC.
Availability of Proxy Voting Procedures and Voting Record. Commencing in 2011, the Fund will state in its Offering Memorandum (the Statement of Additional Information portion, if applicable) and shareholder reports that its proxy voting procedures and voting records are available free of charge directly from the Fund (or its designee) as well as from the SEC website. The Fund will make its proxy voting records available on either a Fund or Adviser website or upon request by calling a toll-free or collect telephone number.
NOTE: Required with the next such document filed with the SEC on or after August 31, 2012.
Adopted: July 6, 2011
Item 8. Portfolio Managers of Closed-End Management Investment Companies.
(a)(1) | Identification of Portfolio Manager(s) or Management Team Members and Description of Role of Portfolio Manager(s) or Management Team Members |
| Raymond Nolte is currently the sole portfolio manager of the registrant’s portfolio and as such has primary responsibility for the day-to-day management of the Company. In that capacity he receives significant input and support from a team of analysts also employed by the Adviser. Mr. Nolte’s professional background is described above in the table below. |
| | | | | | |
| Name and Age | | Position(s) held with Company | | Term of Office* and Length of Time Served | | Principal Occupation(s) during the past 5 Years |
Raymond Nolte (born 1961) | | Portfolio Manager, Director, President | | September 2005 to present | | CIO, SkyBridge Capital II, LLC (July 2010 to present); CEO, Citigroup Alternative Investments LLC, Fund of Hedge FundsGroup (September 2005-June 2010) Portfolio Manager, Director, President of SkyBridge GII Fund, LLC since July 2011 |
(a)(2) | Other Accounts Managed by Portfolio Manager(s) or Management Team Member and Potential Conflicts of Interest |
| Other Accounts Managed by Portfolio Manager(s) or Management Team Member – As of |
| | | | | | | | | | |
Name of Portfolio Manager or Team Member | | Type of Accounts | | Total No. of Accounts
Managed | | Total Assets | | No. of Accounts where Advisory Fee is Based on Performance | | Total Assets in Accounts where Advisory Fee is Based on Performance |
Raymond Nolte | | Registered Investment Companies: | | 2 | | $2.34 billion | | 0 | | 0 |
Raymond Nolte | | Other Pooled Investment Vehicles: | | 7 | | $849 million | | 7 | | $849 million |
Raymond Nolte | | Other Accounts: | | 7 | | $168 million | | 3 | | $21.6 million |
Potential Conflicts of Interests
As shown in the table above, Mr. Nolte is responsible for managing other accounts (“Other Accounts”) in addition to the Fund. In certain instances, conflicts may arise in his management of the Fund and such other Accounts.
One situation where a conflict may arise between the Fund and an Other Account is in the allocation of investment opportunities among the Fund and the Other Account. For example, the Adviser may determine that there is an opportunity that is suitable for the Fund as well as for Other Accounts of the Adviser, which have a similar investment objective. As a related matter, a particular Investment Fund interest or other security may be bought for one or more clients when one or more other clients are selling that same security, which may adversely affect the Fund. The Company and the Adviser have adopted policies and procedures regarding the allocation of investment opportunities, which generally require that investment opportunities be allocated among the Fund and Other Accounts in a manner that is fair, equitable and consistent with their fiduciary obligations to each.
Mr. Nolte’s management of the Fund and Other Accounts may result in his devoting a disproportionate amount of time and attention to the management of a particular account as against another. This particularly may be the case when accounts have different objectives, benchmarks, time horizons, asset levels and fees.
The management of personal accounts by Mr. Nolte may give rise to potential conflicts of interest. While the Adviser’s code of ethics will impose limits on the ability of Mr. Nolte to trade for his personal account, there is no assurance that the Adviser’s code of ethics will eliminate such conflicts.
Other than the conflicts described above, the Company is not aware of any material conflicts that may arise in connection with the Adviser’s management of the Fund’s investments and such Other Accounts.
(a)(3) | Compensation Structure of Portfolio Manager(s) or Management Team Members – As of March 31, 2012 |
Mr. Nolte’s compensation is a combination of salary, discretionary bonus, deferred compensation, retirement plans and automatic participation in a company-funded retirement bonus. The discretionary bonus is based upon the financial results and profitability of SkyBridge as a whole for which Mr. Nolte serves as chief investment officer. The discretionary bonus is not linked to the performance of any specific benchmark or that of any SkyBridge investment fund or account; nor are specific asset size targets considered.
(a)(4) | Disclosure of Securities Ownership – As of March 31, 2012 |
| | |
Name of Portfolio Manager or Team Member | | Dollar ($) Range of Fund Shares Beneficially Owned |
| |
| Raymond Nolte | | $0 |
Item 9. | Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers. |
Not applicable.
Item 10. | Submission of Matters to a Vote of Security Holders. |
There have been no material changes to the procedures by which the shareholders may recommend nominees to the registrant’s board of directors, where those changes were implemented after the registrant last provided disclosure in response to the requirements of Item 407(c)(2)(iv) of Regulation S-K (17 CFR 229.407) (as required by Item 22(b)(15) of Schedule 14A (17 CFR 240.14a-101)), or this Item.
Item 11. Controls and Procedures.
| | (a) | The registrant’s principal executive and principal financial officers, or persons performing similar functions, have concluded that the registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended (the “1940 Act”) (17 CFR 270.30a-3(c))) are effective, as of a date within 90 days of the filing date of the report that includes the disclosure required by this paragraph, based on their evaluation of these controls and procedures required by Rule 30a-3(b) under the 1940 Act (17 CFR 270.30a-3(b)) |
| | and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934, as amended (17 CFR 240.13a-15(b) or 240.15d-15(b)). |
| | (b) | There were no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act (17 CFR 270.30a-3(d)) that occurred during the registrant’s second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting. |
Item 12. Exhibits.
| | (a)(1) | Code of ethics, or any amendment thereto, that is the subject of disclosure required by Item 2 is attached hereto. |
| | (a)(2) | Certifications pursuant to Rule 30a-2(a) under the 1940 Act and Section 302 of the Sarbanes-Oxley Act of 2002 are attached hereto. |
| | (b) | Certifications pursuant to Rule 30a-2(b) under the 1940 Act and Section 906 of the Sarbanes-Oxley Act of 2002 are attached hereto. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| | |
(Registrant) | | SkyBridge G II Fund, LLC |
| | |
By (Signature and Title)* | | /s/ Raymond Nolte |
| | Raymond Nolte, President (principal executive officer) |
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| | |
By (Signature and Title)* | | /s/ Raymond Nolte |
| | Raymond Nolte, President (principal executive officer) |
| | |
By (Signature and Title)* | | /s/ Robert Phillips |
| | Robert Phillips, Treasurer and Principal Financial Officer (principal financial officer) |
* Print the name and title of each signing officer under his or her signature.
