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 811-22611
Equity Long/Short Opportunities Fund
(Exact name of registrant as specified in charter)
50 South LaSalle Street
Chicago, IL 60603
(Address of principal executive offices) (Zip code)
Robert D. DiCarlo,
President
Equity Long/Short Opportunities Fund
50 South LaSalle Street
Chicago, IL 60603
(Name and address of agent for service)
Registrant’s telephone number, including area code: (312) 630-6000
Date of fiscal year end: March 31
Date of reporting period: March 31, 2015
1
Item 1. Reports to Stockholders.
2
EQUITY LONG/SHORT OPPORTUNITIES FUND
TABLE OF CONTENTS
NOT FDIC INSURED
May lose value/No bank guarantee
| | | | |
ANNUAL REPORT | | 1 | | EQUITY LONG/SHORT OPPORTUNITIES FUND |
EQUITY LONG/SHORT OPPORTUNITIES FUND
STATEMENT OF ASSETS AND LIABILITIES | MARCH 31, 2015 |
| | | | |
Rounded to thousands, except per unit data | | | |
ASSETS: | | | | |
Investments in Sub-Funds, at fair value (Cost $96,169,000) | | | $119,554,000 | |
Cash and cash equivalents | | | 76,000 | |
Deposit on pending investments in Sub-Funds | | | 7,000,000 | |
Receivable for Sub-Funds sold | | | 6,336,000 | |
Receivable for fund shares sold | | | 2,000 | |
Prepaid and other assets | | | 17,000 | |
Total Assets | | | 132,985,000 | |
LIABILITIES: | | | | |
Capital subscriptions received in advance | | | 2,100,000 | |
Payable for fund shares redeemed | | | 1,326,000 | |
Payable to affiliates: | | | | |
Investment management fees | | | 370,000 | |
Administration fees and expenses | | | 11,000 | |
Custody and accounting fees | | | 3,000 | |
Transfer agent fees and expenses | | | 1,000 | |
Trustee fees and expenses | | | 10,000 | |
Borrowings payable | | | 3,500,000 | |
Other accrued liabilities | | | 152,000 | |
Total Liabilities | | | 7,473,000 | |
Net Assets | | | $125,512,000 | |
ANALYSIS OF NET ASSETS: | | | | |
Net capital | | | $100,813,000 | |
Accumulated net investment loss | | | (5,700,000 | ) |
Accumulated undistributed net realized gain | | | 7,014,000 | |
Net unrealized appreciation (depreciation) on investments | | | 23,385,000 | |
Net Assets | | | $125,512,000 | |
| |
Units Outstanding (unlimited authorization) | | | 9,479,000 | |
| |
Net Asset Value, Per Unit | | | $13.24 | |
See Notes to the Financial Statements.
| | | | |
EQUITY LONG/SHORT OPPORTUNITIES FUND | | 2 | | ANNUAL REPORT |
EQUITY LONG/SHORT OPPORTUNITIES FUND
SCHEDULE OF INVESTMENTS | MARCH 31, 2015 |
| | | | |
| | VALUE (ROUNDED TO THOUSANDS) | |
SUB-FUNDS – 95.2% | | | |
| |
Non-U.S. Equity Hedge – 34.7% (Cost $37,728,000) | | | | |
| |
Cooper Square Fund, L.P. | | | $10,738,000 | |
| |
Eb Asia Absolute Return Fund Limited | | | 2,118,000 | |
| |
Indus Pacific Opportunities Fund L.P. | | | 6,918,000 | |
| |
MW Eureka (US) Fund | | | 6,883,000 | |
| |
Pelham Long/Short Fund, L.P. | | | 10,573,000 | |
| |
Zebedee Focus Fund Limited | | | 6,371,000 | |
| | | 43,601,000 | |
| |
Sector Hedge – 12.4% (Cost $7,314,000) | | | | |
| |
Broadfin Healthcare Fund, L.P. | | | 9,646,000 | |
| |
Consonance Capital Investors, L.P. | | | 5,900,000 | |
| | | 15,546,000 | |
| |
U.S. Equity Hedge – 48.1% (Cost $51,127,000) | | | | |
| |
Black Diamond Thematic, L.P. | | | 11,084,000 | |
| |
The Collectors’ Qualified Fund, L.P. | | | 4,794,000 | |
| |
Ivory Optimal Fund, L.P. | | | 7,392,000 | |
| |
Lakewood Capital Partners, L.P. | | | 10,309,000 | |
| |
Sheffield Institutional Partner L.P. | | | 4,667,000 | |
| |
Tourbillon Global Equities, LLC | | | 13,170,000 | |
| |
Trian Partners, L.P. | | | 8,991,000 | |
| | | 60,407,000 | |
Total Investments in Sub-Funds | | | | |
(Cost $96,169,000) | | | $119,554,000 | |
| | | | | | | | |
| | NUMBER OF SHARES | | | VALUE (ROUNDED TO THOUSANDS) | |
CASH EQUIVALENT – 0 .1% | |
| | |
Northern Institutional Funds – Diversified Assets Portfolio, 0.01% (1)(2) | | | 76,000 | | | | $76,000 | |
Total Cash Equivalent | | | | | | | | |
(Cost $76,000) | | | | | | | $76,000 | |
| | | | | | | | |
TOTAL INVESTMENTS – 95.3% | | | | | | | | |
(Cost $96,245,000) | | | | | | | $119,630,000 | |
| |
Other Assets less Liabilities – 4.7% | | | | 5,882,000 | |
NET ASSETS – 100.0% | | | | | | | $125,512,000 | |
(1) | Investment in affiliated Portfolio. Northern Trust Investments, Inc. is the investment adviser to the Fund and the investment adviser to the Diversified Assets Portfolio of the Northern Institutional Funds. |
(2) | At March 31, 2014, the value of the Fund’s investment in the Diversified Assets Portfolio of the Northern Institutional Funds was approximately $91,000 with net sales of approximately $15,000 during the fiscal year ended March 31, 2015. |
Percentages shown are based on net assets.
Sub-Fund investments are non-income producing.
At March 31, 2015, the investment strategies of Sub-Funds as a percentage of the Fund’s net assets were as follows:
| | | | |
STRATEGY WEIGHTINGS | | PERCENTAGE | |
Non-U.S. Equity Hedge | | | 34.7 | |
Sector Hedge | | | 12.4 | |
U.S. Equity Hedge | | | 48.1 | |
Cash Equivalent and Other Assets Less Liabilities | | | 4.8 | |
| |
Total | | | 100.0% | |
At March 31, 2015, the Fund’s Sub-Funds investments were domiciled as follows:
| | | | | | | | |
COUNTRIES | | COST | | | VALUE | |
Cayman Islands – 6.8% | | | $7,692,000 | | | | $8,489,000 | |
United States – 88.4% | | | 88,477,000 | | | | 111,065,000 | |
| | |
Total | | | $96,169,000 | | | | $119,554,000 | |
Various inputs are used in determining the value of the Fund’s investments. These inputs are summarized in three levels listed below:
Level 1 – Unadjusted quoted market prices in active markets for identical investments on the measurement date and on an ongoing basis.
Level 2 – Other observable inputs. The Fund utilized the following valuation technique on Level 2 investments: The Fund valued certain investments at fair value, which in turn is based on valuation data received from the Sub-Funds directly, for which those investments may have a redemption period of 90 days or less and a notification period of 90 days or less.
Level 3 – Valuation based on inputs that are unobservable and significant. The Fund may utilize the following valuation technique when Level 3 investments are present: The Fund may value certain investments at fair value, which in turn is based on valuation data received from the Sub-Funds directly, for which those investments may have a redemption period of 90 days or greater and a notification period of 90 days or greater, a side-pocket agreement, a lock-up period, or have implemented other restrictions on liquidity.
The inputs or methodologies used for valuing securities are not necessarily an indication of the risk associated with investing in those securities and other financial instruments, if any. The following is a summary of the leveling inputs used in valuing the Fund’s investments, which are carried at fair value, as of March 31, 2015.
| | | | | | | | | | | | | | | | |
INVESTMENTS | | LEVEL 1 (000s) | | | LEVEL 2 (000s) | | | LEVEL 3 (000s) | | | TOTAL (000s) | |
Sub-Funds | | | | | | | | | | | | | | | | |
Non-U.S. Equity Hedge | | | $– | | | | $36,683 | | | | $6,918 | | | | $43,601 | |
Sector Hedge | | | – | | | | 5,900 | | | | 9,646 | | | | 15,546 | |
U.S. Equity Hedge | | | – | | | | 60,407 | | | | – | | | | 60,407 | |
Cash Equivalent | | | 76 | | | | – | | | | – | | | | 76 | |
Total | | | $76 | | | | $102,990 | | | | $16,564 | | | | $119,630 | |
The Fund discloses all transfers between levels based on valuations at the end of each reporting period. At March 31, 2015, there were no transfers between Level 1 or Level 2 based on levels assigned to the securities on March 31, 2014.
See Notes to the Financial Statements.
| | | | |
ANNUAL REPORT | | 3 | | EQUITY LONG/SHORT OPPORTUNITIES FUND |
EQUITY LONG/SHORT OPPORTUNITIES FUND
SCHEDULE OF INVESTMENTS continued | MARCH 31, 2015 |
The following is a reconciliation of investments in which significant unobservable inputs (Level 3) were used in determining fair value:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | BALANCE AS OF 3/31/14 (000s) | | | REALIZED GAINS/(LOSSES) (000s) | | | CHANGE IN UNREALIZED APPRECIATION/ (DEPRECIATION) (000s) | | | PURCHASES (000s) | | | SALES (000s) | | | TRANSFERS INTO LEVEL 3 (000s) * | | | TRANSFERS OUT OF LEVEL 3 (000s) * | | | STRATEGY RECLASSIFICATION (000s) † | | | BALANCE AS OF 3/31/15 (000s) | | | CHANGE IN UNREALIZED APPRECIATION/ (DEPRECIATION) FROM INVESTMENTS STILL HELD AT 3/31/15 (000s) | |
|
Sub-Funds | |
| | | | | | | | | | |
Long/Short Equity | | $ | 1,601 | �� | | $ | – | | | $ | 452 | | | $ | – | | | $ | – | | | $ | 7,593 | | | $ | – | | | $ | (9,646 | ) | | $ | – | | | $ | – | |
| | | | | | | | | | |
Non-U.S. Equity Hedge | | | 2,214 | | | | – | | | | 647 | | | | 6,500 | | | | – | | | | – | | | | (2,443 | ) | | | – | | | | 6,918 | | | | 417 | |
| | | | | | | | | | |
Sector Hedge | | | – | | | | – | | | | – | | | | – | | | | – | | | | – | | | | – | | | | 9,646 | | | | 9,646 | | | | 1,430 | |
| | | | | | | | | | |
Total Investments | | $ | 3,815 | | | $ | – | | | $ | 1,099 | | | $ | 6,500 | | | $ | – | | | $ | 7,593 | | | $ | (2,443 | ) | | $ | – | | | $ | 16,564 | | | $ | 1,847 | |
† | As of March 31, 2015, Sub-Fund investments totaling $9,646,000 in fair value were reclassified from the Long/Short Equity investment strategy to the Sector Hedge investment strategy. These reclassifications were made in the current period to provide further transparency and more accurate description of the investments. |
* | The fair value of Transfers Into and Out of Level 3 were measured using the fair value as of the end of the period. Transfers Out of Level 3 include investments in Sub-Funds that were previously categorized as Level 3 investments, with a fair value of $2,443,000, which have been re-classified as Level 2 for the year ended March 31, 2015. Such transfers were primarily the result of the changes in redemption terms and the Fund’s ability to redeem from these Sub-Funds within 90 days of the statement of assets and liabilities date. Transfers Into Level 3 include investments in Sub-Funds that were previously categorized as Level 2 investments, with a fair value of $7,593,000, which have been re-classified as Level 3 for the year ended March 31, 2015. Such transfers were primarily the result of the changes in redemption terms and the Fund’s inability to redeem from these Sub-Funds within 90 days of the statement of assets and liabilities date. |
The Fund is not able to obtain complete investment holdings details on each of the Sub-Funds held within the Fund’s portfolio in order to determine whether the Fund’s proportional share of any investments held by the Sub-Funds exceeds 5% of the net assets of the Fund as of March 31, 2015.
See Notes to the Financial Statements.
| | | | |
EQUITY LONG/SHORT OPPORTUNITIES FUND | | 4 | | ANNUAL REPORT |
EQUITY LONG/SHORT OPPORTUNITIES FUND
STATEMENT OF OPERATIONS | FOR THE FISCAL YEAR ENDED MARCH 31, 2015 |
| | | | |
Rounded to thousands | | | |
EXPENSES: | | | | |
Investment management fees | | | $1,430,000 | |
Administration fees and expenses | | | 129,000 | |
Custody and accounting fees | | | 37,000 | |
Transfer agent fees and expenses | | | 11,000 | |
Audit and tax fees | | | 123,000 | |
Insurance | | | 25,000 | |
Legal fees | | | 263,000 | |
Printing | | | 29,000 | |
Trustee fees and expenses | | | 125,000 | |
Commitment fees | | | 66,000 | |
Interest expense | | | 15,000 | |
Other | | | 17,000 | |
Total expenses | | | 2,270,000 | |
Less expenses reimbursed by investment manager | | | (1,000 | ) |
Total Net Expenses | | | 2,269,000 | |
Net Investment Loss | | | (2,269,000 | ) |
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS: | | | | |
Net realized gain on investments | | | 4,222,000 | |
Net change in unrealized appreciation (depreciation) on investments | | | 6,958,000 | |
Net Gain on Investments | | | 11,180,000 | |
Net Increase in Net Assets Resulting from Operations | |
| $8,911,000
|
|
See Notes to the Financial Statements.
| | | | |
ANNUAL REPORT | | 5 | | EQUITY LONG/SHORT OPPORTUNITIES FUND |
EQUITY LONG/SHORT OPPORTUNITIES FUND
STATEMENTS OF CHANGES IN NET ASSETS | FOR THE FISCAL YEARS ENDED MARCH 31, |
| | | | | | | | |
Rounded to thousands | | 2015 | | | 2014 | |
OPERATIONS: | | | | | | | | |
Net investment loss | | | $(2,269,000 | ) | | | $(1,670,000 | ) |
Net realized gain on investments | | | 4,222,000 | | | | 2,905,000 | |
Net change in unrealized appreciation (depreciation) on investments | | | 6,958,000 | | | | 8,765,000 | |
Net Increase in Net Assets Resulting from Operations | | | 8,911,000 | | | | 10,000,000 | |
UNIT TRANSACTIONS: | | | | | | | | |
Capital Subscriptions (2,185,000 and 2,417,000 Units, respectively) | | | 26,779,000 | | | | 27,287,000 | |
Capital Redemptions (735,000 and 205,000 Units, respectively) | | | (9,090,000 | ) | | | (2,352,000 | ) |
Net Increase in Net Assets Resulting from Capital Transactions | | | 17,689,000 | | | | 24,935,000 | |
Total Increase in Net Assets | | | 26,600,000 | | | | 34,935,000 | |
NET ASSETS: | | | | | | | | |
Beginning of Year (8,029,000 Units) | | | 98,912,000 | | | | 63,977,000 | |
End of Year (9,479,000 Units) | | | $125,512,000 | | | | $98,912,000 | |
Accumulated Net Investment Loss | | | $(5,700,000 | ) | | | $(3,431,000 | ) |
See Notes to the Financial Statements.
| | | | |
EQUITY LONG/SHORT OPPORTUNITIES FUND | | 6 | | ANNUAL REPORT |
EQUITY LONG/SHORT OPPORTUNITIES FUND
STATEMENT OF CASH FLOWS | FOR THE FISCAL YEAR ENDED MARCH 31, 2015 |
| | | | |
Rounded to thousands | | | |
CASH FLOWS FROM OPERATING ACTIVITIES | | | | |
Net increase in net assets from operations | | | $8,911,000 | |
Adjustments to reconcile net increase in net assets from operations to net cash used in operating activities: | | | | |
Purchase of Sub-Funds | | | (35,925,000 | ) |
Proceeds from disposition of Sub-Funds | | | 29,724,000 | |
Net realized gain from investments | | | (4,222,000 | ) |
Net change in unrealized (appreciation) depreciation on investments | | | (6,958,000 | ) |
Changes in operating assets and liabilities: | | | | |
Increase in prepaid and other assets | | | (8,000 | ) |
Increase in investment management fees payable | | | 71,000 | |
Increase in administration fees and expenses payable | | | 1,000 | |
Increase in trustee fees and expenses payable | | | 3,000 | |
Decrease in other accrued liabilities | | | (58,000 | ) |
Net cash flow used in operating activities | | | (8,461,000 | ) |
CASH FLOWS FROM FINANCING ACTIVITIES | | | | |
Capital subscriptions | | | 18,510,000 | |
Capital redemptions | | | (8,064,000 | ) |
Borrowings on line of credit | | | 17,200,000 | |
Repayments on line of credit | | | (19,200,000 | ) |
Net cash flow provided by financing activities | | | 8,446,000 | |
NET DECREASE IN CASH AND CASH EQUIVALENTS | | | (15,000 | ) |
Cash and Cash Equivalents—Beginning of Year | | | 91,000 | |
Cash and Cash Equivalents—End of Year | | | $76,000 | |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | | | | |
Interest paid | | | $16,000 | |
See Notes to the Financial Statements.
| | | | |
ANNUAL REPORT | | 7 | | EQUITY LONG/SHORT OPPORTUNITIES FUND |
EQUITY LONG/SHORT OPPORTUNITIES FUND
FINANCIAL HIGHLIGHTS | FOR THE FISCAL YEAR OR PERIOD ENDED MARCH 31, |
| | | | | | | | | | | | | | | | |
Selected per unit data | | 2015 (5) | | | 2014 (5) | | | 2013 (5) | | | 2012 (5)(8) | |
Net Asset Value, Beginning of Period | | | $12.32 | | | | $11.00 | | | | $10.25 | | | | $10.00 | |
INCOME (LOSS) FROM INVESTMENT OPERATIONS: | | | | | | | | | | | | | | | | |
Net investment loss | | | (0.25 | ) | | | (0.24 | ) | | | (0.21 | ) | | | (0.12 | ) |
Net realized and unrealized gains | | | 1.17 | | | | 1.56 | | | | 0.95 | | | | 0.37 | |
UNITS TRANSACTIONS: | | | | | | | | | | | | | | | | |
Capital redemptions | | | — | | | | — | | | | 0.01 | (6) | | | — | |
Total from Investment Operations and Unit Transactions | | | 0.92 | | | | 1.32 | | | | 0.75 | | | | 0.25 | |
Net Asset Value, End of Period | | | $13.24 | | | | $12.32 | | | | $11.00 | | | | $10.25 | |
Total Return (1) | | | 7.47 | % | | | 12.00 | % | | | 7.32 | % | | | 2.50 | % |
SUPPLEMENTAL DATA AND RATIOS: | | | | | | | | | | | | | | | | |
Net Assets, rounded to thousands, end of Period | | | $125,512,000 | | | | $98,912,000 | | | | $63,977,000 | | | | $55,735,000 | |
Ratio to average net assets of: (2) | | | | | | | | | | | | | | | | |
Expenses, net of reimbursements (3) | | | 1.98 | %(7) | | | 2.02 | %(7) | | | 2.05 | %(7) | | | 2.05 | %(7) |
Expenses, before reimbursements (3) | | | 1.98 | % | | | 2.02 | % | | | 2.49 | % | | | 4.07 | % |
Net investment loss, net of reimbursements | | | (1.98 | )%(7) | | | (2.02 | )%(7) | | | (2.05 | )%(7) | | | (2.05 | )%(7) |
Net investment loss, before reimbursements | | | (1.98 | )% | | | (2.02 | )% | | | (2.49 | )% | | | (4.07 | )% |
Portfolio Turnover Rate (4) | | | 24.25 | % | | | 34.96 | % | | | 40.94 | % | | | 0.00 | % |
(1) | Assumes investment at net asset value at the beginning of the period and a complete redemption of the investment at net asset value at the end of the period. An investor’s return may vary from these returns based on the timing of capital transactions. Total return is not annualized for periods less than one year. |
(2) | Ratios annualized for periods less than one year. |
(3) | The computation of such ratios based on the amount of expenses assessed to an investor’s capital may vary from these ratios based on the timing of capital transactions. These ratios do not include the expenses of the Sub-Funds. |
(4) | Portfolio turnover rate includes initial and additional investments in Sub-Funds, as well as partial and full withdrawals from Sub-Funds. |
(5) | Per unit information is calculated using the average units outstanding method. |
(6) | Amount relates to early withdrawal charge. |
(7) | The net expense and net investment loss ratios include an additional reimbursement on advisory fees incurred in connection with the investment of uninvested cash in an affiliated money market fund of approximately $1,000, $2,000, $2,000 and $1,000, which represents less than 0.005 percent of average net assets for the fiscal years ended March 31, 2015, 2014 and 2013, and the period ended March 31, 2012, respectively. Absent the additional reimbursement, expense reimbursement would have been decreased and net investment loss and net expenses increased by a corresponding amount. |
(8) | For the period from October 3, 2011 (commencement of investment operations) through March 31, 2012. |
See Notes to the Financial Statements.
| | | | |
EQUITY LONG/SHORT OPPORTUNITIES FUND | | 8 | | ANNUAL REPORT |
EQUITY LONG/SHORT OPPORTUNITIES FUND
NOTES TO THE FINANCIAL STATEMENTS | MARCH 31, 2015 |
1. ORGANIZATION
Equity Long/Short Opportunities Fund (the “Fund”) was formed on May 13, 2011 as a Delaware statutory trust governed by the laws of the State of Delaware and commenced investment operations on October 3, 2011. At a meeting held on November 13, 2014, the Board of Trustees (the “Board”) approved the name of the Fund be changed from NT Equity Long/Short Strategies Fund to Equity Long/Short Opportunities Fund effective January 1, 2015. The Fund is registered as a non-diversified closed-end management investment company under the Investment Company Act of 1940 (the “1940 Act”). The Fund’s investment objective is to achieve attractive risk-adjusted returns through investments in an equity long/short focused portfolio of assets. The Fund operates as a “Fund-of-Funds” investing, either directly or indirectly, in a group of funds or other pooled investment vehicles (the “Sub-Funds”) managed by investment advisers selected by the Fund’s investment manager. The Fund seeks to provide investors with exposure to alternative investment strategies by investing in Sub-Funds that invest in a broad range of markets and instruments, using a focused selection of investment styles.
U.S. tax-exempt investors and non-U.S. investors may not invest directly in the Fund, but rather invest in one of the two following “Feeder Funds,” both of which invest substantially all of their assets in the Fund: (1) Equity Long/Short Opportunities Feeder Fund, Q.P. (formerly known as Northern Trust Equity Long/Short Strategies Fund, Q.P.), which is open to U.S. tax-exempt investors and non-U.S. investors that are both Accredited Investors and Qualified Purchasers (as such term is defined in Section 2(a)(51) of the 1940 Act) or (2) Equity Long/Short Opportunities Feeder Fund (formerly known as Northern Trust Equity Long/Short Strategies Fund), which is open to U.S. tax-exempt investors and non-U.S. investors that are Accredited Investors, but not Qualified Purchasers.
Northern Trust Investments, Inc. (“NTI”), a subsidiary of The Northern Trust Company (“Northern Trust”), serves as the investment manager of the Fund.
Northern Trust, a subsidiary of Northern Trust Corporation (“NTC”), is the custodian, fund accountant, transfer agent and administrator of the Fund.
Northern Trust Securities, Inc., (“NTSI”), a subsidiary of NTC, serves as a placement agent of the Fund.
2. SIGNIFICANT ACCOUNTING POLICIES
The Fund, which is defined as a non-diversified closed-end management investment company in Financial Accounting Standards Board (“FASB”) Accounting Standards Update 2013-08, follows accounting and reporting guidance under FASB Accounting Standards Codification Topic 946, “Financial Services-Investment Companies”.
The following is a summary of significant accounting policies followed by the Fund in the preparation of its financial statements. These policies are in conformity with accounting principles generally accepted in the United States of America or “U.S. GAAP”. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results may differ from those estimates.
A) VALUATION OF SECURITIES Investments in Sub-Funds are valued at fair value, as determined by NTI, pursuant to delegation from the Board of the Fund. The Board has delegated the responsibility of determining the valuation of the Fund’s Sub-Funds to the Fund’s Pricing Committee (“Pricing Committee”), subject to oversight by the Board. The Pricing Committee consists of representatives from NTI as recommended to, and approved by, the Fund’s Board.
In determining the month end fair value of each Sub-Fund investment, the Pricing Committee considers the estimated net asset value (“NAV”) of such Sub-Fund investment provided to the Fund by the Sub-Fund, or its equivalent such as ownership interest in partners’ capital or members’ capital of the Sub-Fund as of the reporting date as a practical expedient for fair value, as well as any other considerations identified that may increase or decrease such estimated fair value. In addition, each Sub-Fund’s NAV is monitored for conformity with U.S. GAAP through monthly reviews of the values of the underlying investments held by each Sub-Fund (when the Sub-Fund’s underlying investments are identified to the Pricing Committee, either directly or through a third-party pricing vendor) and through operational due diligence performed prior to investing in a Sub-Fund and continually through the review of each Sub-Fund’s audited financial statements. If a Sub-Fund’s NAV is not available or a Sub-Fund’s NAV is determined not to be reasonable based on the Pricing Committee’s evaluation, the Pricing Committee will make the final determination of the fair value of a Sub-Fund. In making its determination, the Pricing Committee is authorized to consider factors that it deems appropriate to the determination of the fair value of the Sub-Fund. Such factors may include, but are not limited to, the following: changes in the equity and fixed income markets; type of Sub-Fund (i.e., strategy); current financial position of the Sub-Fund; cost of the investment; and news events. Accordingly, because of the inherent uncertainty of these valuations, these estimated fair
| | | | |
ANNUAL REPORT | | 9 | | EQUITY LONG/SHORT OPPORTUNITIES FUND |
EQUITY LONG/SHORT OPPORTUNITIES FUND
NOTES TO THE FINANCIAL STATEMENTS continued
values may differ significantly from the values that could have been used had a readily available market for the investments existed, and the differences could be material.
NTI continually monitors markets and the investment managers of the Sub-Funds. NTI is responsible for notifying the Pricing Committee if the markets and/or a Sub-Fund’s manager’s circumstances relevant to the valuation of the fair valued Sub-Fund change materially.
The Fund’s cash equivalent investment, which is comprised of an investment in the Diversified Assets Portfolio of the Northern Institutional Funds, an open-ended investment company, is valued at its NAV.
B) CASH AND CASH EQUIVALENTS The Fund treats all financial instruments with original maturities of three months or less as cash equivalents. Cash and cash equivalents held in the Fund are shown on the accompanying Schedule of Investments.
C) INVESTMENT TRANSACTIONS, INCOME AND EXPENSES Investment transactions are recorded as of the trade date. The Fund determines the gain or loss realized from investment transactions by using an identified cost basis method. Interest income and expenses are recognized on an accrual basis. The Fund does not currently intend to make any distributions. The interest rate reflected in the Schedule of Investments represents the 7-day yield for money market funds.
D) FEES AND EXPENSES The Fund is responsible for paying administrative and operating expenses. In addition, the Fund is responsible for paying the operating expenses of the Feeder Funds.
The Fund also is responsible for fees payable by the Sub-Funds to their respective advisers (collectively, the “Advisory Fees”) in proportion to the Fund’s investments in the Sub-Funds. The Advisory Fees will vary, but they will typically consist of a management (asset-based) fee and an incentive fee. Management fees typically range between 1% and 2% of a Sub-Fund’s net asset value per year, and incentive fees typically range between 10% and 25% of the Sub-Fund’s net new profits. These Advisory Fees are accounted for in the valuations of the Sub-Funds (which are reported in these financial statements net of such fees) and are not included in the Statement of Operations.
E) FEDERAL INCOME TAXES The Fund operates and has elected to be treated as a partnership for federal income tax purposes. Accordingly, no provision for the payment of federal, state or local income taxes has been provided. Each unitholder is individually required to report on its own tax return its distributive share of the Fund’s taxable income or loss.
As of March 31, 2015, the Fund did not have uncertain tax positions that would require financial statement recognition or disclosure. The Fund’s federal tax return filed for tax years 2011 and thereafter remain subject to examination by the Internal Revenue Service.
3. RELATED PARTY, INVESTMENT MANAGEMENT AND OTHER AGREEMENTS
As compensation for investment management services, NTI is entitled to receive a 1.25% per annum fee of the Fund’s NAV, payable quarterly in arrears, calculated as of the last business day of each quarter. NTI has agreed to reimburse the Fund for all operating expenses, exclusive of management, interest, administration, custody, transfer agent fees, interest expense and Sub-Fund fees and expenses, that exceed 0.60% per annum of the Fund’s NAV. There was no reimbursement for the year ended March 31, 2015, as expenses described above did not exceed the threshold.
As compensation for services rendered as transfer agent, including the assumption by Northern Trust of the expenses related thereto, Northern Trust receives a 0.01% per annum fee of the Fund’s NAV, payable monthly in arrears, calculated as of the last business day of each month.
For compensation as custodian and fund accountant, Northern Trust receives an amount based on a pre-determined schedule of charges approved by the Board.
Prior to February 26, 2015, the Fund retained NTI to provide certain administrative services. As administrator NTI was entitled to receive a 0.10% per annum fee of the Fund’s NAV payable monthly in arrears calculated as of the last business day of each month. Prior to February 26, 2015, NTI retained Northern Trust as sub-administrator. Northern Trust was paid directly by the Fund for its services as sub-administrator. Effective February 26, 2015, the Fund entered into an administration agreement with Northern Trust for certain administrative services. Pursuant to the administration agreement with the Fund, Northern Trust, as administrator, is entitled to receive a 0.10% per annum fee of the Fund’s NAV payable monthly in arrears calculated as of the last business day of each month.
NTI has agreed to reimburse the Fund for all administration, sub-administration, custody and transfer agent fees that exceed 0.20% per annum of the Fund’s NAV. There was no reimbursement for the year ended March 31, 2015, as expenses described above did not exceed the threshold.
NTSI may solicit subscriptions for Common Units (as defined below) on a “best efforts” basis. The Fund does not pay a placement fee to NTSI and common unitholders do not pay any sales charges or servicing fees.
| | | | |
EQUITY LONG/SHORT OPPORTUNITIES FUND | | 10 | | ANNUAL REPORT |
EQUITY LONG/SHORT OPPORTUNITIES FUND
MARCH 31, 2015
As of March 31, 2015, NTI’s investment in the Fund was approximately $7,000 (less than 1% of net assets).
The Fund currently invests uninvested cash in the Diversified Assets Portfolio (the “Portfolio”) of Northern Institutional Funds, an investment company which is advised by NTI. The Fund bears indirectly a proportionate share of the Portfolio’s operating expenses. These operating expenses include the management fee (which reflects a combined fee for advisory and administrative services), transfer agency and custody fees that the Portfolio pays to NTI and/or its affiliates. Currently, the aggregate annual rate of the management fee, transfer agency and custody fees payable to NTI and/or its affiliates on any assets invested in the Portfolio is 0.35%. However, NTI has agreed to reimburse the Fund in an amount equal to the portion of the management fee attributable to advisory services paid by the Fund as a result of its investments in the Portfolio. This reimbursement is included on the Statement of Operations as “Less expenses reimbursed by the investment manager”.
4. CAPITAL TRANSACTIONS
The Fund offers common interests (“Common Units”) in a private placement to qualified investors that are “Accredited Investors” within the meaning given to such term in Regulation D under the Securities Act of 1933, as amended. Common Units are offered monthly. The minimum subscription per investor is $50,000, subject to waiver or modification by NTI in its sole discretion. Subscriptions are payable in full at the time an investor returns a completed subscription agreement, which must be at least three business days before the month-end valuation. The net asset value of the Fund is equal to the estimated value of its total assets, minus the estimated sum of its total liabilities, as of the pertinent valuation date. Although common unitholders will not have the right to redeem their Common Units, at the discretion of the Board, and subject to its overall fiduciary duties to all unitholders, the Board intends to make quarterly tender offers for its Common Units at the NAV as of the applicable tender date. The minimum amount of Common Units that may be tendered is equal to $20,000. Should a Common Unitholder choose to accept any such tender offer, such acceptance must be in writing and must be received by the Fund, as set forth in the notice of such tender offer, within approximately twenty business days from the commencement of such quarterly tender offer. The Fund is authorized to issue preferred units, although none have been offered as of March 31, 2015. Common Units of the Fund will be subject to an early withdrawal charge of 2.00% payable to the Fund if repurchased by the Fund within twelve (12) months of initial investment.
There were no early withdrawal charges imposed for the years ended March 31, 2015 and 2014.
5. INVESTMENT TRANSACTIONS
The Fund had aggregate purchases of $45,425,000 and proceeds from sales of Sub-Funds of $27,221,000 (excluding short term investments) for the year ended March 31, 2015.
At March 31, 2015, the estimated cost of investments for federal income tax purposes was $96,169,000. At March 31, 2015, accumulated net unrealized appreciation (depreciation) on investments was $23,385,000 consisting of $23,385,000 gross unrealized appreciation.
6. NET ASSETS
The net assets of the Fund are determined as of the last business day of each calendar month.
7. RISK FACTORS
FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK The Sub-Funds may borrow and may utilize various lines of credit, reverse repurchase agreements, “dollar rolls,” issuance of debt securities, swaps, forward purchases, other off-balance sheet derivative transactions and other forms of leverage. While leverage presents opportunities for increasing total return, it has the effect of potentially increasing losses as well. If income and appreciation on investments made with borrowed funds are less than the cost of the leverage, the value of a Sub-Fund’s net assets will decrease. Accordingly, any event which adversely affects the value of an investment by a Sub-Fund would be magnified to the extent leverage is employed. The cumulative effect of the use of leverage in a market that moves adversely to a leveraged investment could result in a substantial loss which would be greater than if leverage were not used. In periods of extreme market volatility, the need to sell assets in a declining market can cause even greater losses, as prices may be artificially depressed. Generally, most leveraged transactions involve the posting of collateral. Increases in the amount of margin that a Sub-Fund is required to post could result in a disposition of Sub-Fund assets at times and prices which could be disadvantageous to the Sub-Fund and could result in substantial losses. Creditors’ claims may be senior to the rights of unitholders in the Sub-Fund.
FASB Accounting Standards Codification 820 (“ASC 820”) Fair Value Measurement requires disclosure to assist in understanding the nature and risk of the investments by major category. The table below summarizes the fair value and other pertinent liquidity information of the Fund’s underlying investments by major category.
| | | | |
ANNUAL REPORT | | 11 | | EQUITY LONG/SHORT OPPORTUNITIES FUND |
EQUITY LONG/SHORT OPPORTUNITIES FUND
NOTES TO THE FINANCIAL STATEMENTS continued
| | | | | | | | | | | | | | |
| | Value (in millions) | | | Unfunded Commitments | | | Redemption Frequency | | Redemption Notice Period | |
Non-U.S. Equity Hedge (a) | | | $44 | | | $ | — | | | monthly, quarterly | | | 30-90 days | |
Sector Hedge (a) | | | 16 | | | | — | | | quarterly | | | 90-95 days | |
U.S. Equity Hedge (a) | | | 60 | | | | — | | | monthly, quarterly | | | 30-90 days | |
| | | | | | | | | | | | | | |
| | $ | 120 | | | $ | — | | | | | | | |
(a) | Hedged Equity—The managers in this category seek to identify and select equity securities that will rise in price on the long side and those that will fall in price on the short side. Equity securities make up the large bulk of their underlying exposure. Net exposure ranges from zero to 100%, while gross exposure can be 200% or more. Sub-strategies in this category include Non-U.S. Equity Hedge, Sector Hedge, and U.S. Equity Hedge. The fair values of the investments in this category have been estimated using the net asset value per share (or its equivalent) of the investments. Investments representing approximately 13.85% of the fair value of investments in this category cannot be redeemed because the investments include restrictions that do not allow for full redemptions. |
8. BOARD OF TRUSTEES
Prior to January 1, 2015, each member of the Board (each, a “Trustee”) who is not an “interested person” of the Fund, as defined in the 1940 Act, received an annual retainer of $15,000. Effective January 1, 2015, each Trustee who is not an “interested person” of the Fund, as defined in the 1940 Act, receives an annual retainer of $17,000.
At March 31, 2015, there were five Trustees, of which four were not “interested persons” of the Fund. The Fund reimburses those Trustees who are not “interested persons” of the Fund for all reasonable out-of-pocket expenses incurred by them in performing their duties.
9. BANK BORROWINGS
The Fund and another registered fund advised by NTI have entered into a $50,000,000 revolving bank credit agreement, dated February 27, 2014, (the “Agreement”) administered by the Bank of Montreal for liquidity and other purposes. The interest rate charged under the Agreement is 1.75% above the London Interbank Offered Rate (“LIBOR”) on the date of the borrowing. In addition, there is an annual commitment fee of 0.75% on the unused portion of the credit line under the Agreement, payable quarterly in arrears, which is included in “Commitment fees” on the Statement of Operations. On February 26, 2015, the Agreement was renewed under the same terms and will expire on February 25, 2016, unless renewed.
As of March 31, 2015, the Fund had loans of $3,500,000 outstanding which are included in “Borrowings payable” on the Statement of Assets and Liabilities.
When utilized, the average dollar amounts of the borrowings and the weighted average interest rates for the year ended March 31, 2015 on the borrowings were $5,541,000 and 1.92%, respectively.
10. SUBSEQUENT EVENTS
Management has evaluated subsequent events for the Fund through the date the financial statements were issued, and has concluded that there are no recognized or non-recognized subsequent events relevant for financial statement disclosure.
| | | | |
EQUITY LONG/SHORT OPPORTUNITIES FUND | | 12 | | ANNUAL REPORT |
EQUITY LONG/SHORT OPPORTUNITIES FUND
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Trustees and Unitholders of Equity Long/Short Opportunities Fund (formerly known as NT Equity Long/Short Strategies Fund):
We have audited the accompanying statement of assets and liabilities of Equity Long/Short Opportunities Fund (formerly known as NT Equity Long/Short Strategies Fund) (the “Fund”), including the schedule of investments, as of March 31, 2015, and the related statements of operations and cash flows for the year then ended, the statements of changes in its net assets for each of the two years in the period then ended, and the financial highlights for the periods presented. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of investments owned as of March 31, 2015, by correspondence with the underlying fund managers. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of the Equity Long/Short Opportunities Fund (formerly known as NT Equity Long/Short Strategies Fund) as of March 31, 2015, the results of its operations and its cash flows for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for the periods presented, in conformity with accounting principles generally accepted in the United States of America.
As discussed in Note 2 to the financial statements, the financial statements include Sub-Fund investments valued at $119,554,000 (95.2% of net assets) as of March 31, 2015, whose fair values have been determined by Northern Trust Investments, Inc., pursuant to delegation from the Board of Trustees in the absence of readily determinable fair values.
DELOITTE & TOUCHE LLP
Chicago, Illinois
May 22, 2015
| | | | |
ANNUAL REPORT | | 13 | | EQUITY LONG/SHORT OPPORTUNITIES FUND |
EQUITY LONG/SHORT OPPORTUNITIES FUND
TRUSTEES AND OFFICERS
Set forth below is information about the Trustees and Officers of Equity Long/Short Opportunities Fund. A brief statement of their present positions and principal occupations during the past five years is also provided.
| | | | | | |
INDEPENDENT TRUSTEES |
NAME, AGE, BUSINESS ADDRESS(1), POSITIONS HELD WITH FUND AND LENGTH OF SERVICE AS TRUSTEE(2) | | PRINCIPAL OCCUPATIONS DURING PAST FIVE YEARS | | NUMBER OF FUNDS IN FUND COMPLEX OVERSEEN BY TRUSTEE | | OTHER DIRECTORSHIPS HELD BY TRUSTEE DURING THE PAST FIVE YEARS(3) |
| | | |
Richard W. Durkes Age: 65 Trustee since 2014 | | • Partner, Bay Boston LP (private equity), since 2014 • Managing Director, Sandler O’Neill & Partners, L.P. (a financial services company) from 2002-2014. | | • 2 | | • Trustee of Sankaty Head Foundation; Partner, Serve Up LLC (private company that holds the rights to certain intellectual property) • Trustee of Henderson Global Funds (investment company) • Trustee of Alpha Core Strategies Fund since 2014 |
| | | |
John F.X. Manning Age: 52 Trustee since 2014 | | • Senior Vice President of Institutional Equity Sales and Partner of Cantor Fitzgerald from 1988 to 2013 (retired since 2013). | | • 2 | | • Trustee of Alpha Core Strategies Fund since 2014 |
| | | |
John J. Masterson Age: 55 Trustee since 2011 | | • Managing Director and Co-Chief Operating Officer of Global Securities Services at Goldman Sachs & Company from 1983 to 2006 (retired since 2006). | | • 2 | | • Trustee of Transparent Value Trust since December 2009; • Director of Bogota Savings Bank Since 2012 • Director of Susa Registered Fund, LLC since 2014 • Trustee of Alpha Core Strategies Fund since 2007 |
| | | |
Ralph F. Vitale Age: 66 Trustee since 2011 | | • Executive Vice President of Securities Finance for State Street Corporation from 1997 to 2003 (retired since 2003); • Director of Boston Rheology, LLC from 2005 to 2010. | | • 2 | | • Trustee of Alpha Core Strategies Fund since 2006 |
(1) | Each Trustee may be contacted by writing to the Trustee, c/o Paul Dykstra, Ropes & Gray LLP, 191 North Wacker Drive, 32nd Floor, Chicago, IL 60606. |
(2) | Trustees serve indefinite terms until their qualified successors are chosen. |
(3) | This column includes only directorships of companies required to be reported to the Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (i.e., public companies) or other investment companies registered under the 1940 Act. |
| | | | |
EQUITY LONG/SHORT OPPORTUNITIES FUND | | 14 | | ANNUAL REPORT |
EQUITY LONG/SHORT OPPORTUNITIES FUND
MARCH 31, 2015 (UNAUDITED)
| | | | | | |
INTERESTED TRUSTEE(1) |
NAME, AGE, BUSINESS ADDRESS, POSITIONS HELD WITH FUND AND LENGTH OF SERVICE AS TRUSTEE(2) | | PRINCIPAL OCCUPATIONS DURING PAST FIVE YEARS | | NUMBER OF FUNDS IN FUND COMPLEX OVERSEEN BY TRUSTEE | | OTHER DIRECTORSHIPS HELD BY TRUSTEE DURING THE PAST FIVE YEARS(3) |
| | | |
James D. McDonald 50 South LaSalle Street Chicago, IL 60603 Age: 55 Trustee since 2011 | | • Executive Vice President and Chief Investment Strategist at Northern Trust Investments, Inc. since 2014; • Senior Vice President and Chief Investment Strategist at Northern Trust Investments, Inc. from 2009 to 2014; • Director of Equity Research at Northern Trust Investments, Inc. from 2001 to 2009. | | • 2 | | • None |
(1) | Trustee who is a director, officer and/or employee of NTI, the Fund’s investment manager, or its affiliates. |
(2) | Trustees serve indefinite terms until their qualified successors are chosen. |
(3) | This column includes only directorships of companies required to be reported to the SEC under the Exchange Act (i.e., public companies) or other investment companies registered under the 1940 Act. |
| | | | |
ANNUAL REPORT | | 15 | | EQUITY LONG/SHORT OPPORTUNITIES FUND |
EQUITY LONG/SHORT OPPORTUNITIES FUND
TRUSTEES AND OFFICERS continued
| | |
OFFICERS OF THE FUND |
NAME, AGE, BUSINESS ADDRESS, POSITIONS HELD WITH FUND AND LENGTH OF SERVICE(1) | | PRINCIPAL OCCUPATIONS DURING PAST FIVE YEARS |
| |
Robert D. DiCarlo Age: 48 50 South LaSalle Street Chicago, IL 60603 President since 2013 | | • Senior Vice President of Northern Trust Investments, Inc. and Chief Administrative Officer of Northern Trust Alternatives Group since 2011; • Assistant Controller of Aurora Investment Management from 2010 to 2011; • Vice President of Deutsche Bank from 2002 to 2009. |
| |
Randal Rein Age: 44 50 South LaSalle Street Chicago, IL 60603 Treasurer since 2011 | | • Senior Vice President of Finance Administration of Northern Trust Investments, Inc. since May 2010; • Vice President of Fund Administration of The Northern Trust Company from 2007 to May 2010; • Second Vice President of Fund Administration of The Northern Trust Company from 2002 to 2007. |
| |
Michael Meehan Age: 44 50 South LaSalle Street Chicago, IL 60603 Assistant Treasurer since 2011 | | • Vice President of Northern Trust Investments, Inc. since 2011; • Vice President of Fund Administration of The Northern Trust Company from 2009 to 2011; • Second Vice President of Fund Administration of The Northern Trust Company from 2008 to 2009; • Officer of Fund Administration of The Northern Trust Company from 2005 to 2008. |
| |
Lori A. Anello Age: 34 50 South LaSalle Street Chicago, IL 60603 Assistant Treasurer since 2014 | | • Vice President of Financial Reporting of The Northern Trust Company since 2011 • Assistant Manager Financial Reporting of Invesco from 2009 to 2011 |
| |
Craig R. Carberry, Esq. Age: 54 50 South LaSalle Street Chicago, IL 60603 Secretary since 2011 | | • Senior Legal Counsel and US Funds General Counsel of The Northern Trust Company since May 2000. |
| |
Steven P. Farmer Age: 43 50 South LaSalle Street Chicago, IL 60603 Chief Compliance Officer since 2015 | | • Senior Vice President of Compliance of Northern Trust Investments, Inc. since 2015 • Chief Compliance Officer of Mesirow Advanced Strategies, Inc. from June 2006 to February 2015 |
| |
Darlene Chappell Age: 52 50 South LaSalle Street Chicago, IL 60603 Anti-Money Laundering Compliance Officer since 2011 | | • Anti-Money Laundering Compliance Officer for Northern Trust Investments, Inc., Northern Trust Securities, Inc., Northern Trust Global Advisors, Inc. and The Northern Trust Company of Connecticut since 2009; • Vice President and Compliance Consultant for The Northern Trust Company since 2006; • Audit Manager—Compliance Department of National Futures Association from 2000 to 2006. |
(1) | Officers hold office at the pleasure of the Board of Trustees until their successors are duly elected and qualified, or until they die, resign, are removed or become disqualified. |
| | | | |
EQUITY LONG/SHORT OPPORTUNITIES FUND | | 16 | | ANNUAL REPORT |
EQUITY LONG/SHORT OPPORTUNITIES FUND
MARCH 31, 2015 (UNAUDITED)
APPROVAL OF ADVISORY AGREEMENT
The Board of Trustees (the “Board”) of Equity Long/Short Opportunities Fund (the “Fund”) unanimously approved the continuance of the Investment Management Agreement between the Fund and Northern Trust Investments, Inc. (“NTI”) (the “Agreement”) at a meeting held February 26, 2015. In advance of the meeting, the Trustees requested and received materials from NTI relating to the Agreement, and had the opportunity to ask questions and request further information in connection with their consideration. Among other things, the Board considered comparisons with other indices and closed-end hedge fund of funds in relevant peer groups. The closed-end hedge fund of funds included in the peer groups were objectively determined by Lipper Inc., an independent provider of fund data. In considering the Agreement, the Board reviewed many relevant factors, including: (1) the nature, quality and extent of the investment management services provided by NTI, (2) the investment performance of the Fund, (3) the profitability of NTI related to the Fund, including an analysis of NTIs cost of providing services and comparative expense information, (4) the extent to which economies of scale might be realized as the Fund grows and whether fee levels reflect economies of scale for the benefit of investors and (5) other benefits that accrue to NTI through its relationship with the Fund. In its deliberations, the Board did not identify any particular information as determinative, and each Trustee attributed different weights to the various factors. Prior to voting, the independent Trustees met in executive session with their independent counsel to consider the materials provided by NTI and the terms of the Agreement. Based on their review, the Trustees determined that the arrangements between the Fund and NTI, as provided in the Agreement, were fair and reasonable in light of the services performed, expenses incurred and such other matters as the Trustees considered relevant in the exercise of their reasonable judgment.
In reaching this determination, the Trustees considered the following:
NATURE, QUALITY AND EXTENT OF INVESTMENT MANAGEMENT SERVICES. The Trustees considered the nature, quality and extent of the services provided by NTI to the Fund. The Trustees reviewed NTI’s key personnel who provide investment management services to the Fund, as well as the fact that, under the Agreement, NTI has the authority and responsibility to make and execute investment decisions for the Fund within the framework of the Fund’s investment policies and restrictions, subject to review by the Board. The Trustees considered that NTI’s duties include: (i) investment research and Sub-Fund selection, (ii) adherence to (and monitoring of compliance with) the Fund’s investment policies and restrictions, the 1940 Act and other relevant laws; and (iii) monitoring the performance of the various organizations providing services to the Fund, including the Fund’s placement agent, administrator, custodian and transfer agent. The Trustees also considered a favorable report from the Fund’s chief compliance officer.
The Trustees concluded that they were satisfied with the nature, extent and quality of services provided to the Fund and that there was a reasonable basis on which to conclude that the Fund benefits from the services provided to it by NTI under the Agreement.
INVESTMENT PERFORMANCE. In addition to the information received by the Trustees in advance of the meeting, the Trustees considered that the Trustees receive detailed performance information for the Fund at each regular Board meeting during the year. The Trustees recognized that it is difficult to compare the Fund’s investment performance to that of other funds because the Fund uses alternative investment strategies to generate returns with low volatility and low correlation with the market. Nevertheless, the Trustees reviewed information showing the performance of the Fund compared to that of certain market indices. The Trustees considered that the Fund had outperformed the HFRI Equity Hedge Index for total return for the one-year, and three-year periods ended December 31, 2014, but underperformed for the since inception period ended December 31, 2014. The Trustees noted that the Fund continues to meet its goals of managing downside risk and low volatility and providing attractive risk-adjusted returns to investors.
The Trustees concluded that, in light of the Fund’s performance versus relevant hedge fund indices, it would be in the Fund’s best interest to renew the Agreement.
INVESTMENT MANAGEMENT FEES, COST OF SERVICES AND PROFITS REALIZED BY NTI. The Board reviewed NTI’s costs in serving as the Fund’s investment adviser as well as the reported profitability of NTI resulting from its relationship with the Fund. The Trustees considered the investment management fees paid by the Fund to NTI, noting that the Fund pays NTI a fee at the annual rate of 1.25% of the Fund’s average daily net assets. The Trustees considered that it is difficult to make comparisons of management fees to those of other funds because there are variations in the services that are included in the fees paid by other funds. The Trustee also considered that the Fund’s actual advisory fees and total expenses ranked in the fifth and fourth quintiles, respectively, for funds similar in size, character and investment strategy. The Trustees further considered that the Fund is one of only three funds in its respective peer group that does not charge a performance fee. The Trustees considered information provided by NTI illustrating the effect of performance fees on funds in the Fund’s respective peer universe and noted that, after giving effect to performance fees, the Fund is ranked two of nine in its peer universe.
| | | | |
ANNUAL REPORT | | 17 | | EQUITY LONG/SHORT OPPORTUNITIES FUND |
EQUITY LONG/SHORT OPPORTUNITIES FUND
TRUSTEES AND OFFICERS continued | MARCH 31, 2015 (UNAUDITED) |
The Trustees concluded that the Fund’s advisory fee and total expenses were reasonable.
ECONOMIES OF SCALE. The Trustees noted that the Fund’s advisory fee schedule does not contain breakpoints that would reduce the fee rate on assets above specified levels. The Board received and discussed information concerning whether NTI realizes economies of scale as the Fund’s assets grow beyond current levels. In light of the Fund’s current size and expense structure, the Board concluded that the absence of breakpoints in the fee schedule is acceptable at this time.
OTHER BENEFITS TO NTI. In evaluating the benefits that accrue to NTI through its relationship with the Fund, the Trustees noted that NTI and certain of its affiliates serve the Fund in various capacities, including as manager, placement agent, administrator, custodian and transfer agent, and receive compensation from the Fund in connection with providing services to the Fund. The Trustees considered that each service provided to the Fund by NTI or one of its affiliates is pursuant to a written agreement, which the Trustees evaluate periodically as required by law. The Trustees concluded that the additional benefits accruing to NTI and its affiliates were reasonable.
| | | | |
EQUITY LONG/SHORT OPPORTUNITIES FUND | | 18 | | ANNUAL REPORT |
EQUITY LONG/SHORT OPPORTUNITIES FUND
THIS PAGE INTENTIONALLY LEFT BLANK
| | | | |
ANNUAL REPORT | | 19 | | EQUITY LONG/SHORT OPPORTUNITIES FUND |
EQUITY LONG/SHORT OPPORTUNITIES FUND
FOR MORE INFORMATION | (UNAUDITED) |
PORTFOLIO HOLDINGS
The Fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Form N-Q is available on the SEC’s web site at sec.gov. You may also obtain a copy at the SEC’s Public Reference Room in Washington, D.C. Information about the Public Reference Room may be obtained by calling 800-SEC-0330.
PROXY VOTING
A description of the Fund’s Proxy Voting Policies and Procedures and the Fund’s portfolio securities voting record, for the 12-month period ended June 30 are available, without charge, upon request, by contacting the investment manager at 800-595-9111 or by visiting the SEC’s web site at sec.gov.
| | | | |
EQUITY LONG/SHORT OPPORTUNITIES FUND | | 20 | | ANNUAL REPORT |
Item 2. Code of Ethics.
(a) | Equity Long/Short Opportunities Fund (the “registrant” or “Trust”) has adopted a code of ethics that applies to its 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 (the “Code of Ethics”). |
(c) | The registrant amended its Code of Ethics during the period covered by this report to incorporate the registrant’s name change from “NT Equity Long/Short Strategies Fund” to “Equity Long/Short Opportunities Fund.” |
(d) | The registrant has not granted any waivers, including an implicit waiver, from any provisions of its Code of Ethics during the period covered by this report. |
Item 3. Audit Committee Financial Expert.
The registrant’s Board of Trustees has determined that the registrant has at least one “audit committee financial expert” (as defined in Item 3 of Form N-CSR), serving on its audit committee. John J. Masterson, Richard W. Durkes and Ralph F. Vitale are each an “audit committee financial expert” and each is “independent” (as each term is defined in Item 3 of Form N-CSR).
Under applicable securities laws and regulations, a person who is determined to be an audit committee financial expert will not be deemed an “expert” for any purpose, including without limitation for purposes of Section 11 of the Securities Act of 1933, as amended, as a result of being designated or identified as an audit committee financial expert. The designation or identification of a person as an audit committee financial expert does not impose on such person any duties, obligations, or liability that are greater than the duties, obligations, and liability imposed on such person as a member of the registrant’s Audit Committee and Board of Trustees in the absence of such designation or identification. The designation or identification of a person as an audit committee financial expert does not affect the duties, obligations or liability of any other member of the registrant’s Audit Committee or Board of Trustees.
3
Item 4. Principal Accountant Fees and Services.
Items 4(a) – 4(d): Audit, Audit-Related, Tax and All Other Fees
Fees billed by Deloitte & Touche LLP (“D&T”), independent registered public accounting firm, related to the Trust. D&T billed the registrant aggregate fees for services rendered to the registrant for the last two fiscal years as follows:
| | | | | | | | | | | | |
| | 2015 | | 2014 |
| | All fees and services to the Trust thatwere pre- approved | | All fees and services to service affiliatesthat were pre- approved | | All other fees and services to service affiliates that did not require pre-approval | | All fees and services to the Trust that were pre-approved | | All fees and services to service affiliates that were pre- approved | | All other fees and servicesto service affiliates that did not require pre- approval |
| | | | |
(a) Audit Fees | | $40,800 | | N/A | | N/A | | $40,000 | | N/A | | N/A |
| | | | | | |
(b) Audit-Related Fees | | $20,450(1) | | $0 | | $109,000(3) | | $24,000(1) | | $0 | | $135,000(3) |
| | | | | | |
(c) Tax Fees | | $26,500(2) | | $0 | | $4,569,000(4) | | $26,000(2) | | $0 | | $534,000(4) |
| | | | | | |
(d) All Other Fees | | $0 | | $0 | | $552,000(5) | | $0 | | $0 | | $1,600,000(5) |
(1) | Amount relates to 17f-2 procedures. |
(2) | Preparation and signing of tax return. |
(3) | Amount relates to performance examination services performed for Northern Trust Global Investments Limited and agreed upon procedures for The Northern Trust Company. |
(4) | Amount relates to international tax compliance and consulting, fund tax return reviews, and general tax consultations for The Northern Trust Company. |
(5) | Amount relates to internal audit services, Sustainability Assurance, Hedge Fund Services compliance monitoring system, and other consulting services. |
“Service affiliates” as it relates to the aggregate “Audit Fees,” “Audit-Related Fees,” “Tax Fees” and “All Other Fees” that were billed by D&T for the fiscal years ended March 31, 2015 and March 31, 2014 are Northern Trust Investments (“NTI” or the “Investment Manager”) and entities controlling, controlled by or under common control with NTI that provide ongoing services to the registrant. Services performed for service affiliates that relate directly to the operations and financial reporting of the registrant are required to be pre-approved. “Audit-Related Fees” are fees that are reasonably related to the performance of the audit or review of the registrant’s financial statements, but not reported as “Audit Fees.” “Tax Fees” are fees for professional services rendered by D&T for tax compliance, tax advice and tax planning. “All Other Fees” are for products and services provided by D&T other than those reported as Audit, Audit-Related or Tax Fees.
4
Item 4(e)(1): Pre-Approval Policies and Procedures
Pursuant to the registrant’s Audit Committee Charter adopted on August 18, 2011 (and revised on May 23, 2013 and May 28, 2015) to the extent required by applicable regulations, all audit and non-audit services provided by the independent registered public accountants shall either be: (a) pre-approved by the registrant’s Audit Committee as a whole; or (b) between meetings of the Audit Committee by the Chairman of the Audit Committee and the registrant’s designated Audit Committee Financial Expert (if any) acting jointly (if both are available) or singly (if either is unavailable), provided that, in each case, such pre-approvals must be reported to the full audit committee at its next meeting.
Item 4(e)(2): Percentage of Fees Pre-Approved Pursuant to Waiver Provision of Paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X
No percentage of the principal accountant’s fees or services was approved pursuant to the waiver provision of paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.
Item 4(f): Work Performed by Persons Other than the Principal Accountant
Not applicable.
Item 4(g): Aggregate Non-Audit Fees Disclosure
The aggregate non-audit fees and services billed by D&T for services rendered to the registrant and service affiliates for the last two fiscal years were $5,276,950 and $2,319,000 for 2015 and 2014, respectively.
Item 4(h): Non-Audit Services and Independent Registered Public Accountant’s Independence
The registrant’s Audit Committee has considered whether the provision of services other than audit services that were rendered to the registrant’s investment adviser, and any entity controlling, controlled by, or under common control with the Investment Manager 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 independent registered public accounting firm’s independence.
Item 5. Audit Committee of Listed Registrants.
Not applicable.
Item 6. Investments.
The registrant has elected to include the schedule of investments in securities of unaffiliated issuers as part of the report to shareholders filed under Item 1 of this report on Form N-CSR.
Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.
The registrant and the Investment Manager have each adopted proxy voting policies; and procedures (together, the “Proxy Voting Policies and Procedures”), which are attached as Exhibit 99.PROXYPOL hereto.
5
Item 8. Portfolio Managers of Closed-End Management Investment Companies.
(a)(1) | At April 30, 2015, the Fund is managed by an investment team that is responsible for the selection and monitoring of Advisers and Sub-Funds. The investment team is led by Robert P. Morgan, Tristan L. Thomas and Anthony C. Lissuzzo. |
Robert P. Morgan is Senior Vice President and Managing Director of the Investment Manager’s Alternatives Group. Mr. Morgan is responsible for all aspects of the hedge fund of funds program and serves as a voting member of the Hedge Oversight Committee. Prior to his current position, Mr. Morgan served as Northern Trust’s Director of Private Equity for over 10 years. Mr. Morgan previously served as a Director at Frye-Louis Capital Advisors, LLC and a Senior Vice President of Heller Financial, Inc., where he was responsible for both organizations’ private equity programs. Mr. Morgan sits on the board of the Illinois Venture Capital Association and on several fund advisory boards. He received his BA in Economics from Wake Forest University and an MBA from Emory University. Mr. Morgan holds Series 7 and 63 licenses.
Tristan L. Thomas is a Senior Vice President of the Investment Manager and a Director of Portfolio Strategy and a member of the Hedge Fund Senior Investment Committee of the Investment Manager’s Alternatives Group. Mr. Thomas is responsible for portfolio construction and monitoring of funds of funds and custom programs. Prior to joining the Investment Manager, Mr. Thomas held the positions of Strategy Head, a member of the senior investment group and Senior Analyst at Mesirow Financial and associate at Lehman Brothers. Mr. Thomas received his MBA from the Stern School of Business at New York University and B.A. from the University of Wisconsin. Mr. Thomas is a CFA® charterholder and member of the CFA Institute and holds Series 7 and 63 registrations.
Anthony C. Lissuzzo, CFA, is a Senior Vice President of the Investment Manager and Director of Hedge Fund Research for the Investment Manager’s Alternatives Group. Prior to joining Northern Trust in 2011, Mr. Lissuzzo served as the Portfolio Manager at Lakeview Investment Management from 2010 to 2011 where he was responsible for all aspects of investment manager research and portfolio construction. From 2007 to 2010, Mr. Lissuzzo was Head of New Investments for Man Investments’ global multi-manager business and led a global team responsible for all aspects of hedge fund due diligence. Mr. Lissuzzo previously held positions with D.E. Shaw, Bank One and Sirius Partners. Mr. Lissuzzo holds a Masters in Business Administration from The University of Chicago Booth School of Business, and a Bachelor of Science from the University of Wisconsin in Economics. Mr. Lissuzzo is a member of the CFA Institute.
(a)(2) | The following table describes certain information with respect to accounts for which the Investment Team has day-to-day responsibility, including Equity Long/Short Opportunities Fund. |
6
The table below discloses accounts within each type of category listed below for which Messrs. Morgan, Thomas and Lissuzzo were jointly and primarily responsible for day-to-day portfolio management as of April 30, 2015:
| | | | | | | | |
Type of Accounts | | Total Number of Accounts Managed | | Total Assets (in Millions) | | Number of Accounts Managed with Advisory Fee Based on Performance | | Total Assets with Advisory Fee Based on Performance |
| | | | |
Equity Long/Short Opportunities Fund: | | 1 | | $128 | | 0 | | $0 |
| | | | |
Registered Investment Companies (other than Equity Long/Short Opportunities Fund): | | 1 | | $573 | | 0 | | $0 |
Other Pooled Investment Vehicles: | | 3 | | $529 | | 0 | | $0 |
| | | | |
Other Accounts: | | 0 | | $0 | | 0 | | $0 |
Material Conflicts of Interest
The Investment Manager’s portfolio managers are responsible for managing one or more separate accounts and other pooled investment vehicles. A portfolio manager may manage a separate account or other pooled investment vehicle that may have a materially higher or lower fee arrangement with the Investment Manager than the Fund. The side-by-side management of these accounts may raise potential conflicts of interest relating to the allocation of investment opportunities. In addition, while portfolio managers generally only manage accounts with similar investment strategies, it is possible that, due to varying investment restrictions among accounts and for other reasons, that certain investments could be made for some accounts and not others or conflicting investment positions could be taken among accounts. The Investment Manager has a responsibility to manage all client accounts in a fair and equitable manner. It seeks to provide best execution of all securities transactions and aggregate and then allocate securities to client accounts in a fair and timely manner. To this end, the Investment Manager has developed policies and procedures designed to mitigate and manage the potential conflicts of interest that may arise from side-by-side management. The Investment Manager conducts periodic reviews for consistency with these policies.
The Investment Manager will give advice to and make investment decisions for the Fund as it believes is in the best interests of the Fund. Advice given to the Fund or investment decisions made for the Fund may differ from, and may conflict with, advice given or investment decisions made for the Investment Manager or its affiliates or other funds or accounts managed by the Investment Manager or its affiliates. Conflicts may also arise because portfolio decisions regarding the Fund may benefit the Investment Manager or its affiliates or another account or fund managed by the Investment Manager or its affiliates. Actions taken with respect to the Investment Manager and its affiliates’ other funds or accounts managed by them may adversely impact the Fund, and actions taken by the Fund may benefit the Investment Manager or its affiliates or its other funds or accounts.
(a)(3) | The Investment Manager seeks to compensate its portfolio managers on a competitive basis recognizing that they are a key resource. Compensation may include a variety of components and may vary from year to year based on a number of factors. The principal components of compensation include a base salary, a discretionary bonus, various retirement benefits and one or more of the incentive compensation programs established by the Investment Manager or Northern Trust Corporation, the Investment Manager’s parent that owns 100% of the Investment Manager’s common stock. |
7
Base compensation - Generally, portfolio managers receive base compensation based on their seniority and/or their position with the Investment Manager, which may include the amount of assets supervised and other management roles within the Investment Manager.
Discretionary compensation - In addition to base compensation, portfolio managers may receive discretionary compensation, which can be a substantial portion of total compensation. Discretionary compensation can include a discretionary cash bonus as well as one or more of the following:
Deferred Compensation Program - A portion of the compensation paid to each portfolio manager may be voluntarily deferred by the portfolio manager into an account that offers investment options.
Options and Restricted Stock Awards - Portfolio Managers may receive incentive stock options. The parent of the Investment Manager previously granted stock options to key employees, including certain portfolio managers who may still hold unexercised or unvested options. The Investment Manager also has a restricted stock award program designed to reward key employees with Northern Trust Company stock as an incentive to contribute to the long-term success of NTI. These awards vest over a period of years.
Incentive Savings Plan - Northern Trust Corporation has in place a 401(k) plan in which portfolio managers may participate. The 401(k) plan may involve a company match of the employee’s contribution of up to 6% of the employee’s salary. The company match is made in cash. The firm’s 401(k) plan offers a range of investment options, including registered investment companies managed by an affiliate of the Investment Manager. The members of the Investment Team are eligible to participate in these plans.
Retirement Plan - Northern Trust Corporation has in place a defined benefit plan in which all portfolio managers are automatically enrolled upon joining the Investment Manager.
Annual incentive compensation for each portfolio manager is based upon various factors including the investment performance of the Fund and the investment performance of the Investment Manager’s total assets under management relative to predetermined benchmarks, as well as the portfolio manager’s overall contribution to the Investment Manager.
Senior portfolio managers who perform additional management functions within the Investment Manager may receive additional compensation in these capacities. Compensation is structured so that key professionals benefit from remaining with the Investment Manager. The Investment Manager’s Chief Executive Officer, with input from other senior officers of the Investment Manager, determines all compensation matters for portfolio managers. The Investment Manager’s basic compensation structure has been in place since its inception.
(a)(4) | As of April 30, 2015 the members of the Investment Team did not beneficially own any equity securities in the Fund, other than as follows: |
| | |
Name | | Dollar Range of Equity Securities Owned in the Fund |
Robert P. Morgan | | $100,001-$500,000 |
Anthony C. Lissuzzo | | $100,001-$500,000 |
8
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 shareholders may recommend nominees to the registrant’s Board of Trustees.
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, based on the evaluation of these controls and procedures required by Rule 30a-3(b) under the 1940 Act and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934 as of a date within 90 days of the filing date of this report. |
(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 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) | Exhibit 99.CODE: Code of Ethics pursuant to Item 2 of Form N-CSR. |
(a)(2) | Exhibit 99.302 CERT: Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
(b) | Exhibit 99.906 CERT: Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
(c) | Exhibit 99.PROXYPOL: Proxy Voting Policies and Procedures pursuant to Item 7 of Form N-CSR. |
9
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.
Equity Long/Short Opportunities Fund
| | |
By: | | /s/ Robert D. DiCarlo |
| | Robert D. DiCarlo, 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: | | /s/ Robert D. DiCarlo |
| | Robert D. DiCarlo, President |
| | (Principal Executive Officer) |
| | |
By: | | /s/ Randal E. Rein |
| | Randal E. Rein, Treasurer |
| | (Principal Financial Officer and Principal Accounting Officer) |
10