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-4th Floor
New York, NY 10022
(Address of principal executive offices) (Zip code)
Marie Noble
SkyBridge Capital II, LLC
527 Madison Avenue-4th 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: September 30, 2020
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, 450 Fifth Street, NW, Washington, DC 20549-0609. 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
Semi-Annual Report
September 30, 2020
(Unaudited)
Important Notice to Shareholders
Beginning on January 1, 2021, as permitted by regulations adopted by the Securities and Exchange Commission, paper copies of the Company’s shareholder reports will no longer be sent by mail, unless you specifically request paper copies of the reports from the Company. Instead, the reports will be made available on www.skybridge.com and you will be notified by mail each time a report is posted and provided with a website link to access the report.
If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. You may elect to receive shareholder reports and other communications from the Company electronically by contacting the Company at 1-855-631-5474.
You may elect to receive all future reports in paper free of charge. You can inform the Company that you wish to continue receiving paper copies of your shareholder reports by contacting the Company at 1-855-631-5474.
SkyBridge G II Fund, LLC
SkyBridge G II Fund, LLC
Statement of Assets and Liabilities
September 30, 2020 (Unaudited)
| | | | |
| |
Assets | | | | |
| |
Investments in Investment Funds, at fair value (cost $62,532,249) | | $ | 63,060,191 | |
Cash | | | 5,247,939 | |
Receivable for redemptions from Investment Funds | | | 32,274,085 | |
Interest receivable | | | 23 | |
Other assets | | | 103,893 | |
| | | | |
| |
Total assets | | | 100,686,131 | |
| | | | |
| |
Liabilities | | | | |
| |
Redemptions payable | | | 33,752,954 | |
Contributions received in advance | | | 1,080,000 | |
Professional fees payable | | | 127,007 | |
Director’s fees payable | | | 9,644 | |
Accounts payable and other accrued expenses | | | 49,846 | |
| | | | |
| |
Total liabilities | | | 35,019,451 | |
| | | | |
| |
Commitments and contingencies (see Note 3) | | | – | |
| |
Shareholders’ Capital (74,015.586 Shares Outstanding) | | $ | 65,666,680 | |
| | | | |
| |
Net asset value per share | | $ | 887.20 | |
| | | | |
| |
Composition of Shareholders’ Capital | | | | |
| |
Paid-in capital | | $ | 85,653,874 | |
Distributable earnings (loss) | | | (19,987,194) | |
| | | | |
| |
Shareholders’ Capital | | $ | 65,666,680 | |
| | | | |
See accompanying notes to financial statements.
- 1 -
SkyBridge G II Fund, LLC
Schedule of Investments
September 30, 2020 (Unaudited)
| | | | | | | | | | | | | | |
| | First Acquisition Date | | | Cost | | | Fair Value | | | % of Shareholders’ Capital |
Investments in Investment Funds - ‡ | | | | | | | | | | | | | | |
Event Driven | | | | | | | | | | | | | | |
400 Capital Credit Opportunities Fund LP - a,b | | | 11/01/2014 | | | $ | 2,109,375 | | | $ | 2,862,458 | | | 4.36% |
400 Capital Credit Opportunities Fund Ltd. - a,b | | | 07/01/2019 | | | | 2,677,500 | | | | 2,600,894 | | | 3.96 |
AG Mortgage Value Partners, L.P. - a,b | | | 10/01/2018 | | | | 7,230,000 | | | | 7,167,727 | | | 10.91 |
Axonic Credit Opportunities Fund L.P. - b | | | 01/01/2014 | | | | 2,142,965 | | | | 1,785,972 | | | 2.72 |
Axonic Credit Opportunities Overseas Fund, Ltd. - b | | | 01/01/2016 | | | | 402,615 | | | | 444,928 | | | 0.68 |
Axonic Special Opportunities SBL Master Fund, LP - b,f | | | 05/01/2019 | | | | 224,977 | | | | 227,255 | | | 0.35 |
Bayview Liquid Credit Strategies Offshore, L.P. - a,b | | | 09/01/2017 | | | | 3,805,178 | | | | 3,489,333 | | | 5.31 |
Canyon Balanced Fund L.P. – a,b | | | 04/01/2020 | | | | 6,630,000 | | | | 7,816,320 | | | 11.90 |
CQS ABS Feeder Fund Ltd – b | | | 04/01/2019 | | | | 3,947,776 | | | | 4,107,510 | | | 6.25 |
Galton Mortgage Strategies Offshore Fund, Ltd. - a,b | | | 03/01/2019 | | | | 825,041 | | | | 829,841 | | | 1.26 |
Galton Mortgage Strategies Onshore Fund, L.P. - a,b | | | 07/01/2018 | | | | 3,849,192 | | | | 3,924,604 | | | 5.98 |
Marathon Securitized Credit Fund, Ltd. - a,b | | | 01/01/2014 | | | | 488,458 | | | | 510,640 | | | 0.78 |
Medalist Partners Harvest Fund Ltd - b,c | | | 07/01/2017 | | | | 1,950,000 | | | | 1,146,436 | | | 1.75 |
Medalist Partners Harvest Fund, LP - b,c | | | 08/01/2016 | | | | 3,924,506 | | | | 2,107,791 | | | 3.21 |
Mudrick Distressed Opportunity Fund, L.P. - a,b | | | 09/01/2019 | | | | 1,250,000 | | | | 1,164,340 | | | 1.77 |
Prophet Opportunity Partners LP - d | | | 04/01/2016 | | | | 1,145,713 | | | | 739,993 | | | 1.13 |
Seer Capital Partners Fund L.P. - b | | | 01/01/2014 | | | | 1,414,952 | | | | 1,693,741 | | | 2.58 |
Seer Capital Partners Offshore Fund Ltd. - b | | | 04/01/2016 | | | | 744,019 | | | | 969,190 | | | 1.48 |
Solus LLC - Class L Band 2Y - e,f | | | 04/01/2019 | | | | 255,893 | | | | 313,781 | | | 0.48 |
Third Point Offshore Fund, Ltd. - b | | | 09/01/2020 | | | | 3,728,819 | | | | 3,699,097 | | | 5.63 |
Waterfall Eden Fund Ltd. - a,b | | | 04/01/2019 | | | | 198,440 | | | | 191,345 | | | 0.29 |
| | | | | | | | | | | | | | |
Total Event Driven | | | | | | | 48,945,419 | | | | 47,793,196 | | | 72.78 |
| | | | | | | | | | | | | | |
Relative Value | | | | | | | | | | | | | | |
Context Partners Fund, L.P. - b | | | 02/01/2019 | | | | 975,000 | | | | 1,185,102 | | | 1.81 |
Hildene Opportunities Fund II, L.P. - b,f | | | 04/01/2017 | | | | 2,250,000 | | | | 2,417,471 | | | 3.68 |
Hildene Opportunities Offshore Fund II, Ltd. -b,f | | | 10/01/2017 | | | | 1,425,000 | | | | 1,411,931 | | | 2.15 |
Linden Investors LP - a,b | | | 01/01/2015 | | | | 3,537,579 | | | | 4,447,753 | | | 6.77 |
Metacapital Mortgage Opportunities Fund, L.P. Class B - a,b | | | 01/01/2014 | | | | 304,005 | | | | 199,864 | | | 0.31 |
Millennium International, Ltd. - a,b | | | 08/01/2015 | | | | 416,196 | | | | 611,484 | | | 0.93 |
ShoreBridge Point72 Select, Ltd. - a,b | | | 06/01/2020 | | | | 4,679,050 | | | | 4,993,390 | | | 7.60 |
| | | | | | | | | | | | | | |
Total Relative Value | | | | | | | 13,586,830 | | | | 15,266,995 | | | 23.25 |
| | | | | | | | | | | | | | |
Total Investments in Investment Funds - * | | | | | | $ | 62,532,249† | | | $ | 63,060,191 | | | 96.03 |
| | | | | | | | | | | | | | |
Other Assets, less Liabilities | | | | | | | | | | | 2,606,489 | | | 3.97 |
| | | | | | | | | | | | | | |
Shareholders’ Capital | | | | | | | | | | $ | 65,666,680 | | | 100.00% |
| | | | | | | | | | | | | | |
See accompanying notes to financial statements.
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SkyBridge G II Fund, LLC
Schedule of Investments (continued)
September 30, 2020 (Unaudited)
Note: Investments in underlying Investment Funds are categorized by investment strategy.
a | As of September 30, 2020, subject to gated redemptions (these are investor-level percentage limitations on redemption). |
b | Redemptions permitted quarterly. |
c | As of September 30, 2020, redemptions are temporarily suspended. |
d | Illiquid, redeemable only when underlying investment is realized or converted to regular interest in Investment Fund. The Company held $739,993 (1.17% of total Investments in Investment Funds) of illiquid investments at September 30, 2020. |
e | Redemptions permitted semi-annually. |
f | Subject to a current lock-up on liquidity provisions on a greater than quarterly basis. |
‡ | The Company’s Investments in Investment Funds are exempt from registration under the Securities Act of 1933, as amended, and contain restrictions on resale and cannot be sold publicly. |
* | All Investments in Investment Funds are non-income producing. |
† | The cost and unrealized appreciation/(depreciation) of investments as of September 30, 2020, as computed for federal tax purposes, were as follows: |
| | | | | | |
| | Aggregate cost | | $ | 74,162,555 | |
| | | | | | |
| | |
| | Gross unrealized appreciation | | $ | 4,290,918 | |
| | Gross unrealized depreciation | | | (15,393,282) | |
| | | | | | |
| | Net unrealized depreciation | | $ | (11,102,364) | |
| | | | | | |
See accompanying notes to financial statements.
- 3 -
SkyBridge G II Fund, LLC
Statement of Operations
Six Months Ended September 30, 2020 (Unaudited)
| | | | |
Investment income | | | | |
Interest income | | $ | 1,925 | |
| | | | |
| |
Total investment income | | | 1,925 | |
| | | | |
| |
Expenses | | | | |
Management fee | | | 427,485 | |
Administration fees | | | 148,781 | |
Professional fees | | | 129,965 | |
Underwriting fees | | | 48,000 | |
Risk monitoring fees | | | 47,810 | |
Director’s fees and expenses | | | 21,000 | |
Interest expense | | | 20,114 | |
Custodian fees | | | 7,141 | |
Filing fees | | | 6,930 | |
Miscellaneous expenses | | | 171,382 | |
| | | | |
| |
Total expenses | | | 1,028,608 | |
| | | | |
| |
Less: Waivers and/or expense reimbursements | | | (325,806) | |
| | | | |
| |
Net expenses | | | 702,802 | |
| | | | |
| |
Net investment loss | | | (700,877) | |
| | | | |
| |
Net realized gain and net change in unrealized appreciation on investments in Investment Funds | | | | |
| |
Net realized gain on sales of investments in Investment Funds | | | 690,089 | |
Net change in unrealized appreciation on investments in Investment Funds | | | 13,128,957 | |
| | | | |
| |
Net realized gain and net change in unrealized appreciation on investments in Investment Funds | | | 13,819,046 | |
| | | | |
| |
Net increase in Shareholders’ capital from operations | | $ | 13,118,169 | |
| | | | |
See accompanying notes to financial statements.
- 4 -
SkyBridge G II Fund, LLC
Statements of Changes in Shareholders’ Capital
| | | | | | | | |
| | Six Months Ended September 30, 2020 (Unaudited) | | | Year Ended March 31, 2020 | |
Operations | | | | | | | | |
| | |
Net investment loss | | $ | (700,877) | | | $ | (1,832,386) | |
Net realized gain on sales of investments in Investment Funds | | | 690,089 | | | | 1,720,279 | |
Net realized gain from securities and derivative contracts | | | – | | | | 545,525 | |
Net change in unrealized appreciation/(depreciation) on investments in Investment Funds | | | 13,128,957 | | | | (27,782,472) | |
| | | | | | | | |
| | |
Net increase/(decrease) in Shareholders’ Capital from operations | | | 13,118,169 | | | | (27,349,054) | |
| | | | | | | | |
| | |
Distributions | | | | | | | | |
| | |
Distributions from distributable loss | | | – | | | | (3,384,767) | |
Tax return of capital | | | – | | | | (351,799) | |
| | | | | | | | |
| | |
Decrease in Shareholders’ Capital from Distributions to Shareholders | | | – | | | | (3,736,566) | |
| | | | | | | | |
| | |
Shareholders’ Capital Transactions | | | | | | | | |
| | |
Capital contributions | | | 1,135,000 | | | | 15,384,993 | |
Reinvestment of distributions | | | – | | | | 3,662,000 | |
Capital redemptions | | | (46,520,852) | | | | (8,240,146) | |
| | | | | | | | |
| | |
Increase/(Decrease) in Shareholders’ Capital from Capital Transactions | | | (45,385,852) | | | | 10,806,847 | |
| | | | | | | | |
| | |
Shareholders’ Capital at beginning of period | | | 97,934,363 | | | | 118,213,136 | |
| | | | | | | | |
| | |
Shareholders’ Capital at end of period (74,015.586 and 125,801.094 shares outstanding at September 30, 2020 and March 31, 2020, respectively) | | $ | 65,666,680 | | | $ | 97,934,363 | |
| | | | | | | | |
See accompanying notes to financial statements.
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SkyBridge G II Fund, LLC
Statement of Cash Flows
Six Months Ended September 30, 2020 (Unaudited)
| | | | |
Cash flows from operating activities | | | | |
| |
Net increase in Shareholders’ capital from operations | | $ | 13,118,169 | |
Adjustments to reconcile net increase in shareholders’ capital from operations to net cash provided by operating activities: | | | | |
Purchases of investments in Investment Funds | | | (29,740,000) | |
Proceeds from disposition of investments in Investment Funds | | | 42,649,599 | |
Net realized gain on sales of investments in Investment Funds | | | (690,089) | |
Net change in unrealized appreciation on investments in Investment Funds | | | (13,128,957) | |
Changes in operating assets and liabilities: | | | | |
Decrease in interest receivable | | | 3,161 | |
Increase in other assets | | | (76,804) | |
Decrease in professional fees payable | | | (89,903) | |
Decrease in director’s fee payable | | | (10,416) | |
Decrease in management fee payable | | | (50,989) | |
Increase in accounts payable and other accrued expenses | | | 1,193 | |
| | | | |
| |
Net cash provided by operating activities | | | 11,984,964 | |
| | | | |
| |
Cash flows from financing activities | | | | |
| |
Capital contributions, net of change in contributions received in advance | | | 2,215,000 | |
Capital redemptions, net of change in redemptions payable | | | (13,739,688) | |
Proceeds from loan payable | | | 10,900,000 | |
Payments for loan payable | | | (10,900,000) | |
| | | | |
| |
Net cash used in financing activities | | | (11,524,688) | |
| | | | |
| |
Net increase in cash | | | 460,276 | |
| |
Cash at beginning of period | | | 4,787,663 | |
| | | | |
Cash at end of period | | $ | 5,247,939 | |
| | | | |
| |
Supplemental disclosure of financing activities: | | | | |
| |
Increase in contributions received in advance | | $
| 1,080,000
|
|
| | | | |
Increase in redemptions payable | | $ | 32,781,164 | |
| | | | |
Supplemental disclosure of cash flow information: | | | | |
| |
Interest paid during the period | | $ | 20,114 | |
| | | | |
See accompanying notes to financial statements.
- 6 -
SkyBridge G II Fund, LLC
Financial Highlights
| | | | | | | | | | | | | | | | | | | | | | | | |
| | Six Months Ended September 30, 2020 (Unaudited) | | | Year Ended March 31, 2020 | | | Year Ended March 31, 2019 | | | Year Ended March 31, 2018 | | | Year Ended March 31, 2017 | | | Year Ended March 31, 2016 | |
Net Asset Value per Share, beginning of period: | | $ | 778.49 | | | $ | 1,022.51 | | | $ | 1,028.00 | | | $ | 983.98 | | | $ | 925.14 | | | $ | 1,034.01 | |
Income/(loss) from investment operations: | | | | | | | | | | | | | | | | | | | | | | | | |
Net investment (loss)* | | | (5.87) | | | | (15.12) | | | | (15.52) | | | | (15.06) | | | | (14.00) | | | | (14.95) | |
Net realized and unrealized gain/(loss) from investments | | | 114.58 | | | | (198.60) | | | | 44.52 | | | | 101.30 | | | | 88.09 | | | | (91.08) | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total income/(loss) from investment operations | | | 108.71 | | | | (213.72) | | | | 29.00 | | | | 86.24 | | | | 74.09 | | | | (106.03) | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Distributions from net investment income | | | – | | | | (30.30) | | | | (34.49) | | | | (42.22) | | | | (15.25) | | | | (2.84) | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total distributions | | | – | | | | (30.30) | | | | (34.49) | | | | (42.22) | | | | (15.25) | | | | (2.84) | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net Asset Value per Share, end of period: | | $ | 887.20 | | | $ | 778.49 | | | $ | 1,022.51 | | | $ | 1,028.00 | | | $ | 983.98 | | | $ | 925.14 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | |
Total return | | | 13.96%(d) | | | | (21.60%) | | | | 2.89% | | | | 8.88% | | | | 8.05% | | | | (10.27%) | |
| | | | | | |
Ratios/Supplemental Data: | | | | | | | | | | | | | | | | | | | | | | | | |
Shareholders’ capital, end of period | | $ | 65,666,680 | | | $ | 97,934,363 | | | $ | 118,213,136 | | | $ | 84,953,611 | | | $ | 94,209,402 | | | $ | 114,433,458 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Portfolio turnover | | | 36.17% | | | | 30.74%(b) | | | | 29.99% | | | | 26.29% | | | | 41.51% | | | | 52.91% | |
Ratio of expenses to average Shareholders’ capital** | | | 1.50%(a),(c) | | | | 1.50%(a) | | | | 1.50%(a) | | | | 1.50%(a) | | | | 1.50%(a) | | | | 1.50%(a) | |
Ratio of net investment loss to average Shareholders’ capital | | | (1.50%)(c) | | | | (1.49%) | | | | (1.48%) | | | | (1.50%) | | | | (1.50%) | | | | (1.50%) | |
The above ratios and total returns may vary for individual investors based on the timing of capital transactions during the period.
(a) | The ratio of expenses includes management fee waiver and administration fee waiver in the amounts of $276,619 and $49,187, respectively, for the period ended September 30, 2020, $319,035 and $100,597 for the year ended March 31, 2020, $111,269 and $55,491 for the year ended March 31, 2019, $249,917 and $44,996 for the year ended March 31, 2018, $242,060 and $59,943, for the year ended March 31, 2017, $183,415 and $61,357 for the year ended March 31, 2016. Had the Company not included the waivers, the ratio of expenses to average Shareholders’ capital would have been 2.20%, 1.84%, 1.65%, 1.83%, 1.76%, and 1.70% for each of the above periods, respectively. |
(b) | The portfolio turnover excludes ETF transactions, had ETF transactions been included, the portfolio turnover would be 35.98%. |
* | Per share data of net investment loss is computed using the total of monthly income and expense divided by beginning of month shares. |
** | The ratios of expenses and net investment loss to average Shareholders’ capital do not include the impact of expenses and incentive allocations or incentive fees related to the underlying Investment Funds or the impact of any placement fees paid by the Shareholder. |
See accompanying notes to financial statements.
- 7 -
SkyBridge G II Fund, LLC
Notes to Financial Statements
September 30, 2020 (Unaudited)
SkyBridge G II Fund, LLC (the “Company”) was organized as a Delaware limited liability company on May 9, 2011 and commenced operations on January 2, 2014. The Company is registered under the Investment Company Act of 1940 as amended (the “1940 Act”), as a closed-end, non-diversified management investment company. The Company is also registered under the Securities Act of 1933 as amended (the “1933 Act”).
The investment objective of the Company is 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 leveraged and/or short-sale positions to take advantage of perceived inefficiencies across the global markets, often referred to as “alternative” strategies. Because the 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”) are sold to eligible investors (referred to as “Shareholders”). The minimum initial investment in the Company from each Shareholder is $25,000; the minimum additional investment is $10,000.
SkyBridge Capital II, LLC (the “Adviser” or “SkyBridge”), 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 has delegated substantially all authority to oversee the management of the operations and assets of the Company to the Board of Directors (each member a “Director” and collectively, the “Board of Directors”).
2. | Significant Accounting Policies |
The financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and are expressed in United States dollars. The Company is considered an investment company under GAAP and follows the accounting and reporting guidance applicable to investment companies in the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 946, Financial Services – Investment Companies (“ASC 946”). The following is a summary of significant accounting and reporting policies used in preparing the financial statements.
The Company accounts for its investments in accordance with GAAP, and fair values its investments in accordance with the provisions of the FASB ASC Topic 820 Fair Value Measurements and Disclosures (“ASC 820”), which defines fair value, establishes a framework for measuring fair value and requires enhanced disclosures about fair value measurements. Investments are reflected in the
- 8 -
SkyBridge G II Fund, LLC
Notes to Financial Statements (continued)
September 30, 2020 (Unaudited)
financial statements at fair value. Fair value is the estimated amount that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants at the measurement date.
The Company has formal valuation procedures approved by the Board of Directors. The Adviser performs its duties under the procedures principally through an internal valuation body, which meets at least monthly. The Valuation Committee, which is under the purview of the Board of Directors, receives valuation reports from the Adviser on a quarterly basis and determines if valuation procedures are operating as expected and the outcomes are reliable.
Investments in Investment Funds are subject to the terms of the respective limited partnership agreements, limited liability company agreements, offering memoranda and such negotiated “side letter” or similar arrangements as the Adviser may have entered into with the Investment Fund on behalf of the Company. The Company’s investments in the Investment Funds are carried at fair value as determined by the Company’s interest in the net assets of each Investment Fund using net asset value, or its equivalent, (“NAV”) as a practical expedient or as otherwise determined in accordance with the Company’s valuation procedures.
Prior to investing in any Investment Fund, the Adviser will conduct a due diligence review of the valuation methodology utilized by the Investment Fund and will perform ongoing monitoring due diligence. The results of ongoing, post-investment diligence reviews are used to assess the reasonableness of continued reliance on the valuations reported by the Investment Funds. The NAV supplied by Investment Funds are net of management and performance incentive fees or other allocations payable to the Investment Funds’ managers as required by the Investment Funds’ agreements. Each Investment Manager to which the Adviser allocates assets will charge the Company, as an investor in an underlying Investment Fund, an asset-based fee, and some or all of the Investment Managers will receive performance-based compensation in the form of an incentive fee. The asset-based fees of the Investment Managers are generally expected to range from 1% to 3% annually of the net assets under their management and the incentive fee is generally expected to range from 10% to 25% of net profits annually. These management and incentive fees are accounted for in the valuations of the Investment Funds and are neither included in the management fee reflected in the Statement of Operations nor in expenses and net investment loss ratios reflected in the Financial Highlights.
The Company may invest in Investment Funds that may designate certain investments within those Investment Funds, typically those that are especially illiquid and/or hard to value, as “special situation” (often called “Side-Pocket”) investments with additional redemption limitations. Such a Side-Pocket is, in effect, similar to a private equity fund that requires its investors to remain invested for the duration of the fund and distributes returns on the investment only when liquid assets are generated within the fund, typically through the sale of the fund’s illiquid assets in exchange for cash.
As a general matter, the fair value of the Company’s investment in an Investment Fund represents the amount that the Company can reasonably expect to receive if the Company’s investment was sold at its reported NAV. Determination of fair value involves subjective judgment and amounts ultimately realized may vary from estimated values. The Investment Funds generally provide for periodic
- 9 -
SkyBridge G II Fund, LLC
Notes to Financial Statements (continued)
September 30, 2020 (Unaudited)
redemptions ranging from monthly to semi-annual, subject to various lock-up on liquidity provisions and redemption gates. Investment Funds generally require advance notice of a shareholder’s intent to redeem its interest, and may, depending on the Investment Funds’ governing agreements, deny or delay a redemption request. The Company considers whether a liquidity discount on any Investment Fund should be taken due to redemption restrictions or suspensions by the Investment Fund. No liquidity discount was applied when determining the fair value of the Investment Funds as of September 30, 2020. The underlying investments of each Investment Fund are accounted for at fair value as described in each Investment Fund’s financial statements. The Investment Funds may invest a portion of their assets in restricted securities and other investments that are illiquid.
| b. | Net Asset Value Determination |
The net asset value of the Company is determined as of the close of business at the end of each month in accordance with the valuation principles set forth below or as may be determined from time to time pursuant to policies established by the Board of Directors.
Retroactive adjustments to the Company’s net asset value might be made after the valuation date, based on information which becomes available after a previous valuation date, which could impact the net asset value per share at which Shareholders purchase or sell Company Shares. For example, fiscal year-end net asset values of an Investment Fund may be revised as a result of a year-end audit performed by the independent auditors of that Investment Fund. Other adjustments to the Company’s net asset value may also occur from time to time, such as from the misapplication by the Company or its agents of the valuation policies described in the Company’s valuation procedures.
Retroactive adjustments to the Company’s net asset value and Shareholder accounts, which are caused by adjustments to the Investment Funds values or by a misapplication of the Company’s valuation policies, that are able to be made within 90 days of the valuation date(s) to which the adjustment would apply will be made automatically unless determined to be immaterial. Other potential retroactive adjustments, regardless of whether their impact increases or decreases the Company’s net asset value, are evaluated qualitatively and quantitatively by management of the Company in determining if adjustment is to be made. All retroactive adjustments are reported to the Company’s Valuation Committee and reported to affected Shareholders.
The Company follows a policy which permits revisions to the number of Shares purchased or sold by Shareholders due to retroactive adjustments made under the circumstances described above which occur within 90 days of the valuation date. In circumstances where a retroactive adjustment is not made under the circumstances described above, Shares purchased or sold by Shareholders will not be adjusted. As a result, to the extent that the subsequent impact of the event which was not adjusted adversely affects the Company’s net asset value, the outstanding Shares of the Company will be adversely affected by prior repurchases made at a net asset value per Share higher than the adjusted value. Conversely, any increases in net asset value per Share resulting from such subsequent impact will be to the benefit of the holders of the outstanding Shares of the Company and to the detriment of Shareholders who previously had their Shares repurchased at a net asset value per Share lower than the post-impact value. New Shareholders may be affected in a similar way, because the same principles apply to the purchase of Shares.
- 10 -
SkyBridge G II Fund, LLC
Notes to Financial Statements (continued)
September 30, 2020 (Unaudited)
| c. | Income Recognition and Expenses |
Interest income is recognized on an accrual basis as earned. Expenses are recognized on an accrual basis as incurred. Income, expenses and realized and unrealized gains and losses are recorded monthly.
The change in an Investment Fund’s net asset value is included in net change in unrealized appreciation/(depreciation) on investments in Investment Funds on the Statement of Operations. The Company accounts for realized gains and losses from Investment Fund transactions based on the pro-rata ratio of the fair value and cost of the underlying investment at the date of redemption. For tax purposes, the Company uses the cost recovery method with respect to sales of Investment Funds that are classified as partnerships for U.S. federal tax purposes, and the first-in-first-out method with respect to sales of Investment Funds that are classified as corporations for U.S. federal tax purposes.
The Company bears all expenses incurred in the course of its operations, including, but not limited to, the following: all costs and expenses related to portfolio transactions and positions for the Company’s account; professional fees; costs of insurance; registration expenses; and expenses of meetings of the Board of Directors.
It is the Company’s intention to meet the requirements of the Internal Revenue Code applicable to regulated investment companies (“RICs”) and distribute substantially all of its taxable net investment income and capital gains, if any, to Shareholders each year. While the Company intends to distribute substantially all of its taxable net investment income and capital gains, in the manner necessary to avoid imposition of the 4% excise tax, it is possible that some excise tax will be incurred. In such event, the Company will be liable for the tax only on the amount by which it does not meet the foregoing distribution requirements. During the period ended September 30, 2020, the Company did not incur any excise tax.
The Company has analyzed tax positions taken or expected to be taken in the course of preparing the Company’s tax return for all open tax years and has concluded, as of September 30, 2020, no provision for income tax is required in the Company’s financial statements. The Company’s federal and state income and federal excise tax returns for tax years for which the applicable statutes of limitations have not expired are subject to examination by the Internal Revenue Service and state departments of revenue. The Company recognizes tax related interest and penalties, if any, as income tax expense in the Statement of Operations. During the period ended September 30, 2020, the Company did not incur any interest or penalties.
Cash represents cash in an opened sweep account. Cash held at financial institutions may exceed the amount insured by the Federal Deposit Insurance Corporation. The Company has not experienced any losses in such accounts and does not believe it is exposed to any significant credit risk on such bank deposits.
- 11 -
SkyBridge G II Fund, LLC
Notes to Financial Statements (continued)
September 30, 2020 (Unaudited)
| f. | Use of Estimates and Reclassifications |
The preparation of financial statements in conformity with GAAP requires management of the Company to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Changes in the economic environment, financial markets, and any other parameters used in determining these estimates could cause actual results to differ materially.
The Company uses the NAV, as a practical expedient, provided by Investment Funds as its measure of fair value of an investment in an Investment Fund when (i) the Company’s investment does not have a readily determinable fair value and (ii) the NAV of the Investment Fund is calculated in a manner consistent with the measurement principles of investment company accounting, including measurement of the underlying investments at fair value. In evaluating the level at which the fair value measurement of the Company’s investments have been classified, the Company has assessed factors including, but not limited to, price transparency, the ability to redeem at NAV at the measurement date and the existence or absence of certain redemption restrictions at the measurement date.
In accordance with the authoritative guidance on fair value measurements and disclosures under GAAP, the Company discloses the fair value of its investments in a hierarchy that prioritizes the inputs to valuation techniques used to measure the fair value. The hierarchy gives the highest priority to valuations based upon unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to valuations based upon unobservable inputs that are significant to the valuation (Level 3 measurement). The guidance establishes three levels of fair value as listed below.
Level 1 - Inputs that reflect unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date;
Level 2 - Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly, including inputs in markets that are not considered to be active;
Level 3 - Inputs that are unobservable.
The notion of unobservable inputs is intended to allow for situations in which there is little, if any, market activity for the asset or liability at the measurement date. Under Level 3, the owner of an asset must determine valuation based on their own assumptions about what market participants would take into account in determining the fair value of the asset, using the best information available.
The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.
A financial instrument’s level within the fair value hierarchy is based upon the lowest level of any input that is significant to the fair value measurement. However, the determination of what constitutes
- 12 -
SkyBridge G II Fund, LLC
Notes to Financial Statements (continued)
September 30, 2020 (Unaudited)
“observable” requires significant judgment by the Adviser. The Adviser considers observable data to be market data which is readily available, regularly distributed or updated, reliable and verifiable, not proprietary, and provided by independent sources that are actively involved in the relevant market.
The following is a summary of the Company’s assets measured at fair value as of September 30, 2020, by ASC 820 fair value hierarchy levels:
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | Level 3 | | | | | | | |
| | | | | Level 2 | | | Significant | | | Investments | | | Total Fair Value | |
| | Level 1 | | | Significant | | | Unobservable | | | Measured at Net | | | at September 30, | |
Description | | Quoted Prices | | | Observable Inputs | | | Inputs | | | Asset Value | | | 2020 | |
| | | | |
Investments in Investment Funds | | $ | — | | | $ | — | | | $ | — | | | $ | 63,060,191 | | | $ | 63,060,191 | |
| | | | |
The Company’s investments in Investment Funds for which fair value is measured using NAV per share as a practical expedient, in the amount of $63,060,191 have not been categorized in the fair value hierarchy.
The following is a summary of the investment strategies, their liquidity and redemption notice periods and any restrictions on the liquidity provisions of the investments in Investment Funds held by the Company as of September 30, 2020 and measured at fair value using the NAV per share practical expedient. Investment Funds with no current redemption restrictions may be subject to future gates, lock-up provisions or other restrictions, in accordance with their offering documents which would be considered in fair value measurement and disclosure.
Event Driven strategies involve investing in opportunities created by significant transactional events such as spin-offs, mergers and acquisitions, bankruptcies, recapitalizations and share buybacks. Event driven strategies include “merger arbitrage” and “distressed securities”. Generally, the Investment Funds within this strategy have quarterly to semi-annual liquidity, subject to a 60 to 180 day notice period. An Investment Fund in this strategy, representing approximately 2 percent of the Investment Funds in this strategy is illiquid or a side pocket investment with suspended redemptions. Approximately 1 percent of the Investment Funds in this strategy are subject to hard lock provisions to be lifted after 12 months to 24 months. Approximately 64 percent of the Investment Funds in this strategy have gated redemptions, which are estimated to be lifted after 12 months. Approximately 7 percent of the Investment Funds in this strategy have temporarily suspended redemptions. The remaining approximately 26 percent of the Investment Funds in this strategy can be redeemed with no restrictions as of the measurement date.
Relative Value strategies seek to take advantage of specific pricing anomalies, while also seeking to maintain minimal exposure to systematic market risk. This may be achieved by purchasing one security previously believed to be undervalued, while selling short another security perceived to be overvalued. Relative value arbitrage strategies include equity market neutral, statistical arbitrage, convertible arbitrage, and fixed income arbitrage. Some investment managers classified as multi-strategy relative value arbitrage use a combination of these substrategies. Generally, the Investment Funds within this strategy have quarterly liquidity, subject to a 55 to 90 day notice period. Approximately 25 percent of the Investment Funds in this strategy are subject to hard lock provisions to be lifted after 12 months. Approximately 67 percent of the Investment Funds in this strategy have
- 13 -
SkyBridge G II Fund, LLC
Notes to Financial Statements (continued)
September 30, 2020 (Unaudited)
gated redemptions, which are estimated to be lifted after 12 months. The remaining approximately 8 percent of the Investment Funds in this strategy can be redeemed with no restrictions as of the measurement date.
The Company follows the authoritative guidance under GAAP on determining fair value when the volume and level of activity for the asset or liability have significantly changed and identifying transactions that are not orderly. Accordingly, if the Company determines that either the volume and/or level of activity for an asset or liability has significantly changed (from normal conditions for that asset or liability) or price quotations or observable inputs are not associated with orderly transactions, increased analysis and management judgment will be required to estimate fair value. Valuation techniques such as an income approach might be appropriate to supplement or replace a market approach in those circumstances.
The guidance also provides a list of factors to determine whether there has been a significant change in relation to normal market activity. Regardless of the valuation technique and inputs used, the objective for the fair value measurement in those circumstances is unchanged from what it would be if markets were operating at normal activity levels and/or transactions were orderly; that is, to determine the current exit price.
The Company had no unfunded commitments to Investment Funds as of September 30, 2020.
4. | Management Fee, Administrative Fee, Related Party Transactions and Other |
The Adviser provides investment management services to the Company. The Adviser acts primarily to evaluate and select Investment Managers, to allocate assets, to establish and apply risk management procedures, and to monitor overall investment performance. In consideration for such services, the Company pays the Adviser a monthly management fee of 0.071% (0.85% annually) based on end of month Shareholders’ capital.
Hastings Capital Group, LLC (“Hastings”), an affiliate of the Adviser, has been appointed to serve as the Company’s principal underwriter (the “Principal Underwriter”) with authority to sell Shares directly and to appoint placement agents to assist the Principal Underwriter in selling Shares. Underwriting fees in the amount of $8,000 were accrued on a monthly basis. Total amounts expensed related to underwriting fees by the Company for the period ended September 30, 2020 were $48,000 included on the Statement of Operations of which $8,000 remains payable and is included in accounts payable and other accrued expenses on the Statement of Assets and Liabilities. Placement agents may be retained by the Company to assist in the placement of the Company’s Shares. The Adviser or its affiliates, including the Principal Underwriter, may pay from their own resources compensation to the placement agents in connection with placement of Shares or servicing of investors. As to each investor referred by a placement agent to date, such additional compensation will be in the range of 0.1% to 0.2% of the value of the Shares held by the investor per annum.
The Adviser and BNY Mellon Investment Servicing (US) Inc. (“BNYM”) have separate agreements with the Company and act as co-administrators to the Company. BNYM provides certain accounting, recordkeeping, tax and investor related services and charges fees for their services based on a rate
- 14 -
SkyBridge G II Fund, LLC
Notes to Financial Statements (continued)
September 30, 2020 (Unaudited)
applied to the average Shareholders’ capital and are charged directly to the Company. Total amount expensed relating to administration services provided by BNYM for the year ended September 30, 2020 was $99,595 and are included in administration fees on the Statement of Operations of which $17,792 remains payable and is listed as accounts payable and other accrued expenses on the Statement of Assets and Liabilities.
The Adviser provides a variety of administrative and shareholder services under an administrative services agreement with the Company. The Adviser is paid an annual fee, payable monthly and, as of April 1, 2020, calculated at 0.10% of the Company’s monthly net assets. The fees relating to these services in the amount of $49,187 were waived for the period ended September 30, 2020.
In order to limit the ordinary expenses of the Company, the Adviser has agreed to waive part or all of the management fee 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. However, there can be no guarantee that the intended 1.50% per annum ratio can be maintained (e.g., it would be exceeded if the Management Fee were waived in full and doing so nonetheless was insufficient to maintain that ratio). 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. The management fees in the amount of $276,619 were waived for the period ended September 30, 2020.
Certain Directors of the Company are also directors and/or officers of other investment companies that are advised by the Adviser, including SkyBridge Multi-Adviser Hedge Fund Portfolios LLC.
Each Director who is not an “interested person” of the Company, as defined by the 1940 Act, receives, for his service as Director of the Company and SkyBridge Multi-Adviser Hedge Fund Portfolios LLC, an annual retainer effective July 1, 2018, of $90,000, a fee per telephonic meeting of the Board of Directors of $500 and a fee per in person meeting of the Board of Directors of $1,000 plus reasonable out of pocket expenses. The Chair of the Audit Committee will receive a $5,000 per year supplemental retainer. Directors will be reimbursed by the Company for their travel expenses related to Board meetings. A portion of such fees and costs will be allocated to each fund according to its relative net assets and a portion will be split equally between each fund.
Total amounts expensed related to Directors by the Company for the period ended September 30, 2020 were $21,000, of which $9,644 remains payable.
The Bank of New York Mellon serves as custodian of the Company’s assets and provides custodial services for the Company. Fees payable to the custodian and reimbursement for certain expenses are paid by the Company. Total amounts expensed related to custodian fees by the Company for the period ended September 30, 2020 were $7,141 of which $1,172 remains payable and is listed as accounts payable and other accrued expenses on the Statement of Assets and Liabilities.
- 15 -
SkyBridge G II Fund, LLC
Notes to Financial Statements (continued)
September 30, 2020 (Unaudited)
The Company has elected to, and intends to meet the requirements necessary to, qualify as a RIC under Subchapter M of the Internal Revenue Code of 1986, as amended. As such, the Company must satisfy, among other requirements, certain ongoing asset diversification, source-of-income and annual distribution requirements imposed by Subchapter M. To facilitate compliance with certain asset diversification requirements, the Company retains an independent third-party service provider. The primary roles of the third-party service provider are to collect and aggregate information with respect to the Investment Funds’ holdings and to test the Company’s compliance with certain asset diversification requirements each quarter. Total amount expensed relating to these services for the period ended September 30, 2020 was $36,887 and is included in risk monitoring fees on the Statement of Operations of which $6,141 remains payable and is listed as accounts payable and other accrued expenses on the Statement of Assets and Liabilities.
5. | Securities Transactions |
The following table lists the aggregate purchases and proceeds from sales of Investment Funds for the period ended September 30, 2020, gross unrealized appreciation, gross unrealized depreciation and net unrealized appreciation as of September 30, 2020.
| | | | | | |
Cost of purchases* | | $ | 42,513,760 | | | |
| | | | | | |
Proceeds from sales* | | $ | 69,195,009 | | | |
| | | | | | |
| | | | | | |
Gross unrealized appreciation | | $ | 4,605,347 | | | |
Gross unrealized depreciation | | | (4,077,405) | | | |
| | | | | | |
Net unrealized appreciation | | $ | 527,942 | | | |
| | | | | | |
| * | Cost of purchases and proceeds from sales include non-cash transfers of $10,689,039 for the period ended September 30, 2020, representing transfers between share classes within the same Investment Fund, onshore and offshore Investment Funds under the same manager, and Investment Funds under the same manager. |
$878,219 of the non-cash transfers was recorded as receivable from pending trades at March 31, 2020.
On June 26, 2020, the Company renewed an uncommitted line of credit (the “Advised Line of Credit”) with an unaffiliated bank, expiring on June 25, 2021. Subject to the terms of the Advised Line of Credit Agreement, the Company may borrow up to $10,000,000 (the “Maximum Amount”). The Company pays interest on the unpaid principal balance at a rate per annum for each day equal to the sum of (a) two percent (2%) per annum, plus (b) the higher of (i) the Federal Funds Effective Rate in respect of such day, and (ii) Overnight LIBOR rate in respect of such day, but in any case not
- 16 -
SkyBridge G II Fund, LLC
Notes to Financial Statements (continued)
September 30, 2020 (Unaudited)
in excess of the maximum rate permitted by law. In addition, the Company will pay to the lender an administration fee in an amount equal to $20,000 per annum, payable quarterly in arrears commencing June 26, 2020, and on the termination of the agreement. The administration fee for the period ended September 30, 2020 was $10,000 and is included in miscellaneous expenses on the Statement of Operations of which $5,000 remains payable and is listed as accounts payable and other accrued expenses on the Statement of Assets and Liabilities.
For the period ended September 30, 2020, the Company’s average interest rate paid on the Line of Credit was 0.53% per annum and the average loan outstanding was $5,197,015 during the periods whereby the Company had a loan outstanding. The Company had no outstanding amount under the Line of Credit at September 30, 2020. Interest expense for the period ended September 30, 2020 was $20,114 of which none remains payable.
7. | Contributions, Redemptions, and Allocation of Income |
The Company is authorized to issue an unlimited number of Shares, all at $0.00001 par value per Share. Such par value is included in paid-in capital in the Statement of Assets and Liabilities. Generally, 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. 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 5% to 20% of total outstanding Shares from Shareholders semi-annually, on each March 31 and September 30 (or, if any such date is not a business day, on the immediately preceding business day).
Transactions in Shares were as follows for the period ended September 30, 2020 and year ended March 31, 2020:
| | | | | | | | | | |
| | | | September 30, 2020 | | | March 31, 2020 | |
| | Shares outstanding, beginning of period | | | 125,801.094 | | | | 115,610.800 | |
| | Shares purchased | | | 1,430.532 | | | | 14,870.765 | |
| | Shares issued for reinvestment of distributions | | | – | | | | 3,596.562 | |
| | Shares redeemed | | | (53,216.040) | | | | (8,277.033) | |
| | | | | | | | | | |
| | Shares outstanding, end of period | | | 74,015.586 | | | | 125,801.094 | |
| | | | | | | | | | |
8. | Financial Instruments with Off-Balance Sheet Risk |
In the normal course of business, the Investment Funds in which the Company invests trade various financial instruments and enter into various investment activities with off-balance sheet risk. These include, but are not limited to, short selling activities, writing option contracts and entering into equity swaps. The Company’s risk of loss in these Investment Funds is limited to the value of its investment in the respective Investment Funds.
- 17 -
SkyBridge G II Fund, LLC
Notes to Financial Statements (continued)
September 30, 2020 (Unaudited)
As of September 30, 2020, the cost and composition of unrealized appreciation and depreciation on investments for federal income tax purposes is as follows:
| | | | | | | | |
| | Federal tax cost | | $ | 74,162,555 | | | |
| | | | | | | | |
| | | | | | | | |
| | Gross unrealized appreciation | | $ | 4,290,918 | | | |
| | Gross unrealized depreciation | | | (15,393,282) | | | |
| | | | | | | | |
| | Net unrealized depreciation | | $ | (11,102,364) | | | |
| | | | | | | | |
The tax basis of distributable earnings as of March 31, 2020, the Company’s last fiscal year end, shown below represent future distribution requirements the Company must satisfy under the income tax regulations and losses the Company may be able to offset against income and gains realized in future years.
| | | | | | |
Undistributed ordinary income | | $ | – | | | |
Undistributed net capital gains/(capital loss carryforward) | | | (7,312,592) | | | |
Qualified late year loss deferrals | | | (1,558,122) | | | |
Accumulated net unrealized depreciation on investments | | | (24,234,649) | | | |
| | | | | | |
Distributable earnings (loss) | | $ | (33,105,363) | | | |
| | | | | | |
Management has evaluated the impact of all subsequent events on the Company through the date the financial statements were issued, and has determined that there were no subsequent events requiring recognition or disclosure in the financial statements except from below:
Since the start of January 2020, the outbreak of coronavirus, which is a rapidly evolving situation, has adversely impacted global commercial activities. The rapid development and fluidity of this situation precludes any prediction as to its ultimate impact, which may have a continued adverse impact on economic and market conditions and trigger a period of global economic slowdown. The financial impact, if any, on the Company and its investments is uncertain at this time.
- 18 -
SkyBridge G II Fund, LLC
Notes to Financial Statements
September 30, 2020 (Unaudited)
FEDERAL TAX INFORMATION
FUND MANAGEMENT
(Information Unaudited)
The Company’s officers are appointed by the Directors and oversee the management of the day to day operations of the Company under the supervision of the Board of Directors. Two of the Directors and all of the officers of the Company are directors, officers or employees of the Adviser or its subsidiaries. The other Directors are not affiliated with the Adviser or its subsidiaries and are not “interested persons” as defined under Section 2(a)(19) of the 1940 Act (the “Independent Directors”). A list of the current Directors and officers of the Company and a brief statement of their present positions, principal occupations and directorships during the past five years are set out below. To the fullest extent allowed by applicable law, including the 1940 Act, the LLC Agreement indemnifies the Directors and officers for all costs, liabilities and expenses that they may experience as a result of their service as such.
Certain of the Directors and officers of the Company are also directors and/or officers of other investment companies that are advised by the Adviser, including SkyBridge Multi-Adviser Hedge Fund Portfolios LLC. (The Company and such other investment companies, if also registered under the 1940 Act, are referred to collectively in this section of the Prospectus as the “Fund Complex”.) The address for each Director and officer in his or her capacity as such is 527 Madison Avenue, 4th Floor, New York, New York 10022.
- 19 -
SkyBridge G II Fund, LLC
INDEPENDENT DIRECTORS
(Information Unaudited)
| | | | | | | | | | |
| | | | | | | | NUMBER OF | | |
| | | | | | PRINCIPAL | | PORTFOLIOS IN | | |
| | POSITION(S) | | TERM OF OFFICE* | | OCCUPATION(S) | | FUND COMPLEX | | OTHER |
| | HELD WITH | | AND LENGTH OF | | DURING PAST | | OVERSEEN BY | | DIRECTORSHIPS |
NAME AND AGE | | THE COMPANY | | TIME SERVED | | 5 YEARS | | DIRECTOR | | HELD BY DIRECTOR |
| | | | | |
R. Stephen Hale (born 1951) | | Director | | December 2018 to present | | Retired since 2017; prior thereto, Senior Hedge Fund Relationship Manager in Europe for BNP Paribas. | | Two** | | SkyBridge Multi-Adviser Hedge Fund Portfolios LLC |
| | | | | |
Molly A. Hall (born 1975) | | Director | | October 2019 to present | | Founder of Miramar Alternatives, LLC since 2016; prior thereto, Executive Vice President and Alternatives Strategies at PIMCO | | Two** | | SkyBridge Multi-Adviser Hedge Fund Portfolios LLC |
| | | | | |
Steven Krull (born 1957) | | Director | | July 2011 to present | | Professor Emeritus of Finance at Hofstra University; Business Consultant; Consultant at McGraw Hill Financial | | Two** | | SkyBridge Multi-Adviser Hedge Fund Portfolios LLC |
* | Term of office of each Director is indefinite. |
** | Includes the Company and SkyBridge Multi-Adviser Hedge Fund Portfolios LLC. |
- 20 -
SkyBridge G II Fund, LLC
INTERESTED DIRECTORS
(Information Unaudited)
| | | | | | | | | | |
| | | | | | | | NUMBER OF | | |
| | | | | | PRINCIPAL | | PORTFOLIOS IN | | |
| | POSITION(S) | | TERM OF OFFICE* | | OCCUPATION(S) | | FUND COMPLEX | | OTHER |
| | HELD WITH | | AND LENGTH OF | | DURING PAST | | OVERSEEN BY | | DIRECTORSHIPS |
NAME AND AGE | | THE COMPANY | | TIME SERVED | | 5 YEARS | | DIRECTOR | | HELD BY DIRECTOR |
| | | | | |
Raymond Nolte (born 1961) | | President and Director (Chair) | | July 2011 to present | | Chief Investment Officer, SkyBridge (2010-present); CEO, Citigroup Alternative Investments Fund of Hedge Funds Group (2005-2010); President, Director and Portfolio Manager of SkyBridge Multi-Adviser Hedge Fund Portfolios LLC since 2005. | | Two** | | SkyBridge Multi-Adviser Hedge Fund Portfolios LLC |
| | | | | |
Brett S. Messing*** (born 1964) | | Director | | October 2019 to present | | President (since 2018), Partner and Chief Operating Officer (since 2019) at SkyBridge; Senior Advisor at Export — Import Bank of the United States (2017) | | Two** | | SkyBridge Multi-Adviser Hedge Fund Portfolios LLC |
* | Term of office of each Director is indefinite. |
** | Includes the Company and SkyBridge Multi-Adviser Hedge Fund Portfolios LLC. |
*** | Mr. Messing was elected to the Board of Directors on October 15, 2019. |
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SkyBridge G II Fund, LLC
OFFICERS
(Information Unaudited)
| | | | | | |
| | | | TERM OF OFFICE* | | |
| | POSITION(S) HELD | | AND | | |
| | WITH | | LENGTH OF TIME | | PRINCIPAL OCCUPATION(S) |
NAME AND AGE | | THE COMPANY | | SERVED | | DURING PAST 5 YEARS |
| | | |
Raymond Nolte (born 1961) | | President and Director | | July 2011 to present | | See table for “Interested Directors” above. |
| | | |
Christopher Hutt (born 1970) | | Vice President | | July 2011 to present | | Vice President, SkyBridge GII Fund, LLC (July 2011-present); Vice President, SkyBridge Multi-Adviser Hedge Fund Portfolios LLC (2009-present); Partner, SkyBridge Capital (January 2015-present) |
| | | |
A. Marie Noble (born 1972) | | Chief Compliance Officer | | July 2011 to present | | Chief Compliance Officer, SkyBridge GII Fund, LLC (July 2011-present); Chief Compliance Officer, SkyBridge Multi-Adviser Hedge Fund Portfolios LLC (2010 to present); General Counsel and Chief Compliance Officer, SkyBridge Capital (2010-present) |
| | | |
Robert J. Phillips (born 1962) | | Treasurer and Principal Financial Officer | | July 2011 to present | | Treasurer and Principal Financial Officer SkyBridge GII Fund, LLC (July 2011-present); Treasurer and Principal Financial Officer, SkyBridge Multi-Adviser Hedge Fund Portfolios LLC (2010-present); Partner and Chief Financial Officer, SkyBridge Capital (2007-present) |
| | | |
Brahm Pillai (born 1979) | | Secretary | | July 2011 to present | | SkyBridge GII Fund, LLC (July 2011-present); Secretary, SkyBridge Multi-Adviser Hedge Fund Portfolios LLC (2009-present); Director, SkyBridge Capital (January 2015-present) |
* | Term of office of each officer is indefinite. |
- 22 -
SkyBridge G II Fund, LLC
ADDITIONAL INFORMATION
(Information Unaudited)
PROXY VOTING
A description of the Company’s Proxy Voting Policies and Procedures and the Company’s portfolio securities voting record for the period July 1, 2019 through June 30, 2020 is available on the Securities and Exchange Commission’s (“SEC”) web site at www.sec.gov. These are found on the site under “Filings - Search for Company Filings” and then “Company or fund name”.
FILING OF QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS (“FORM NPORT-EX”)
The Company files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form NPORT-EX. The Company’s Form NPORT-EX is available on the SEC’s web site at www.sec.gov (by conducting a “Search for Company Filings”) and may also be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C. Information on how to access documents on the SEC website without charge may be obtained by calling (800) SEC-0330.
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SkyBridge G II Fund, LLC
INVESTMENT ADVISORY AGREEMENT
(UNAUDITED)
The Company’s current investment advisory agreement with the Adviser (the “Investment Advisory Agreement”) provides that the Adviser is responsible, subject to the supervision of the Board of Directors, for formulating a continuing investment program for the Company. The Adviser makes all decisions as to the Company’s purchases and withdrawals of interests in Investment Funds. The Investment Advisory Agreement is terminable without penalty upon 60 days’ prior written notice by the Board of Directors to the Adviser and to the Shareholders, by vote of a majority, as defined by the 1940 Act, of the outstanding voting securities of the Company, or by the Adviser upon 60 days’ prior written notice. After an initial approval by shareholders, the Investment Advisory Agreement continues in effect from year to year if the continuance is approved annually by the Board of Directors (including a majority of the Independent Directors). The Investment Advisory Agreement provides that it will terminate automatically in the event of its “assignment,” as defined by the 1940 Act and the rules under that Act.
The Investment Advisory Agreement provides that, in the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of its obligations to the Company, the Adviser and any partner, director, officer or employee of the Adviser, or any of their affiliates, executors, heirs, assigns, successors or other legal representatives, will not be liable to the Company for any error of judgment, for any mistake of law or for any act or omission by the person in connection with the performance of services to the Company. The Investment Advisory Agreement also provides for indemnification, to the fullest extent permitted by law, by the Company, the Adviser or any partner, director, officer or employee of the Adviser, and any of their affiliates, executors, heirs, assigns, successors or other legal representatives, against any liability or expense to which the person may be liable that arises in connection with the performance of services to the Company, so long as the liability or expense is not incurred by reason of the person’s willful misfeasance, bad faith, gross negligence or reckless disregard of duty.
The Investment Advisory Agreement was approved by the Board of Directors most recently on June 25, 2020. In approving the Investment Advisory Agreement in June 2020, the Board of Directors considered the Company’s existing relationship with the Adviser and its affiliates, as well as the ongoing commitment of the Adviser to the Company.
The Directors also considered the Company’s investment performance to date and the resources and experience of the Adviser, its affiliates and the individuals dedicated to the Company’s investment program. In this regard, the Directors reviewed materials relevant to the investment performance of the Company and the Adviser, as well as various materials describing the Adviser and its personnel. They evaluated these factors in light of the nature, extent and quality of the services provided by the Adviser, the total compensation received, directly or indirectly (through soft dollar arrangements or other service benefits, to the extent applicable), by the Adviser from the Company and the total cost to the Company of using the Adviser’s services, taking into account both expenses borne by the Adviser and those that may be passed to the Company by the Adviser. The Board also considered the administrative services performed by the Advisers and the fee paid pursuant to the Administrative and Investor Services Agreement. In addition, they compared competitive prices for comparable services, reviewing fee information for a variety of investment funds similar in structure to the Company. Among other things, the Directors determined the Adviser’s fee is competitive to those charged by investment advisers to
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SkyBridge G II Fund, LLC
similar funds (when, if applicable, the fees charged to those other funds were adjusted to reflect the effects of the incentive compensation to which certain of those funds were subject) and the Company’s expense ratio was reasonable given Company net assets. The Directors noted that the Adviser’s profitability appeared reasonable. As to economies of scale, the Adviser and the Board previously considered breakpoints with respect to the advisory fee and will consider breakpoints in the future should economies of scale for the Adviser be achieved on a meaningful level. To date, economies of scale from increases in assets under management have been shared with shareholders through investment in personnel and services by the Adviser in support of the Company and through generally more attractive investment terms negotiated with the underlying hedge funds in which the Company invests. The Directors also determined the Adviser’s resources and experience are satisfactory overall, and that sufficient resources and personnel are assigned to the Adviser’s management of the Company. Accordingly, they concluded continuing the Investment Advisory Agreement served the interests of the Company and the Shareholders.
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Item 2. Code of Ethics.
Not applicable.
Item 3. Audit Committee Financial Expert.
Not applicable.
Item 4. Principal Accountant Fees and Services.
Not applicable.
Item 5. Audit Committee of Listed Registrants.
Not applicable.
Item 6. Investments.
(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. |
Not applicable.
Item 8. Portfolio Managers of Closed-End Management Investment Companies.
There has been no change, as of the date of this filing, in any of the portfolio managers identified in response to paragraph (a)(1) of this Item in the registrant’s most recently filed annual report on Form N-CSR.
Item 9. | Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers. |
Not applicable.
Item 10. Submission of Matters to a Vote of Security Holders.
There have been no material changes to the procedures by which the shareholders may recommend nominees to the 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 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. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies.
Not applicable.
Item 13. Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| | | | |
(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.