As
filed with the Securities and Exchange Commission on February 27, 2013
Securities Act File No. 333-[ ___ ]
Investment Company Act File No. 811-22312
UNITED STATES SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM N-2
S
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REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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£
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PRE-EFFECTIVE AMENDMENT NO. ______
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£
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POST-EFFECTIVE NO. ______
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AND/OR
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S
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REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
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S
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AMENDMENT NO. 5
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ACAP STRATEGIC FUND
(Exact Name of Registrant as Specified in
Charter)
350 Madison Avenue, 9th Floor
New York, New York 10017
(Address of Principal Executive Offices)
(212) 389-8713
(Registrant’s Telephone Number, including Area Code)
A. Tyson Arnedt
SilverBay Capital Management LLC
350 Madison Avenue, 9th Floor
New York, New York 10017
(Name and Address of Agent for Service)
Copies to:
George M. Silfen, Esq.
Kramer Levin Naftalis & Frankel LLP
1177 Avenue of the Americas
New York, NY 10036
If any of the securities being registered
on this Form are to be offered on a delayed or continuous basis in reliance on Rule 415 under the Securities Act of 1933, other
than securities offered in connection with a dividend reinvestment plan, check the following box
S
Approximate
Date of Proposed Public Offering: As soon as practicable after the effective date of this registration statement
It is proposed that this filing will become
effective (check appropriate box):
£
when declared effective pursuant
to section 8(c)
The following boxes should only be included
and completed if the registrant is a registered closed-end management investment company or business development company which
makes periodic repurchase offers under Rule 23c-3 under the Investment Company Act and is making this filing in accordance with
Rule 486 under the Securities Act.
S
immediately
upon filing pursuant to paragraph (b)
£
on (date) pursuant to paragraph (b)
£
60
days after filing pursuant to paragraph (a)
£
on
(date) pursuant to paragraph (a)
If
appropriate, check the following box:
£
This
[post-effective] amendment designates a new effective date for a previously filed [post-effective amendment] [registration statement].
£
This
Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act and the Securities
Act registration statement number of the earlier effective registration statement or the same offering is – ______.
CALCULATION OF REGISTRATION FEE UNDER THE
SECURITIES ACT OF 1933
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TITLE OF SECURITIES BEING REGISTERED
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AMOUNT
BEING
REGISTERED
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PROPOSED
MAXIMUM
OFFERING
PRICE PER
SHARE
1
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PROPOSED
MAXIMUM
AGGREGATE
OFFERING PRICE
2
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AMOUNT OF
REGISTRATION
FEE
2
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Shares of Beneficial Interest
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75,472,908
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$
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11.49
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$
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867,183,714
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$
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118,284
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1
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Estimated solely for the purpose of calculating the registration fee.
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2
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The registration fee for shares offered hereby has been calculated under Rule 457(d) of the Securities Act based on the net asset value per share of the Registrant on February 20, 2013. $83,874 was previously paid to the Commission in connection with the Registrant’s Registration Statement filed on February 27, 2012 (File nos. 333-179747 and 811-22312) (the “2012 Registration Statement”). Because $247,437,117 of the $731,881,760 offering amount registered pursuant to the 2012 Registration Statement currently remains unsold, the Registrant is offsetting $28,356 (reflecting the filing fee in effect for the 2012 Registration Statement) against the current $118,284 filing fee, as permitted by Rule 457(p) of the Securities Act.
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February 27, 2013
ACAP
Strategic Fund
Shares of Beneficial Interest
ACAP Strategic Fund (the “Fund”)
is a Delaware statutory trust that is registered under the Investment Company Act of 1940, as amended (the “1940 Act”),
as a non-diversified, closed-end management investment company. The Fund operates as an interval fund under Rule 23c-3 of the 1940
Act and, as such, offers to repurchase between 5% - 25% of its outstanding shares at their net asset value as of or prior to the
end of each fiscal quarter (as described on the next page). SilverBay Capital Management LLC serves as the investment adviser of
the Fund (the “Adviser”).
The Fund’s investment objective
is to achieve maximum capital appreciation. The Fund pursues this objective by investing its assets primarily in equity
securities of U.S. and foreign companies that the Adviser believes are well positioned to benefit from demand for their
products or services, including companies that can innovate or grow rapidly relative to their peers in their markets. The
Fund also pursues its objective by effecting short sales of securities when the Adviser believes that the market price of a
security is above its estimated intrinsic or fundamental value. The Fund may also borrow money for investment purposes,
i.e.
,
leverage its assets. The use of short sales and leverage are speculative investment practices and involve a high degree of
risk. (
See
“Principal Risk Factors --- Leverage & Borrowings Risk.”)
The Fund has no plans to list its shares
of beneficial interest (“shares”) on any securities exchange, and there is no assurance that any secondary market will
develop for shares. Shares are subject to transfer restrictions, including a requirement that shares must be held in the investor’s
account with an Underwriter or a Selling Agent (each as defined on the next page) and may only be transferred to persons who are
“Qualified Investors” (as described on the next page).
This prospectus (the “Prospectus”)
sets forth concisely the information about the Fund that a prospective investor should know before investing. You are advised to
read this Prospectus carefully and to retain it for future reference. A statement of additional information (“SAI”)
dated February 27, 2013, as it may be supplemented, containing additional information about the Fund, has been filed with the Securities
and Exchange Commission (the “SEC”) and is incorporated by reference in its entirety into this Prospectus. You may
request a free copy of the SAI (the table of contents of which is on page 47 of this Prospectus), the Fund’s annual and semi-annual
reports to shareholders, and other information about the Fund, and make shareholder inquiries by writing to ACAP Strategic Fund, 350 Madison Avenue,
9th Floor, New York, NY 10017 or by calling collect (212) 389-8713. You also
may obtain a copy of the SAI (and other information regarding the Fund) from the SEC’s website (http://www.sec.gov). The
address of the SEC’s internet site is provided solely for the information of prospective investors and is not intended to
be an active link.
INVESTING IN SHARES INVOLVES A HIGH
DEGREE OF RISK. (
SEE
“PRINCIPAL RISK FACTORS” BEGINNING ON PAGE 15.)
NEITHER THE SECURITIES AND EXCHANGE
COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS
TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
MAINSAIL GROUP, LLC
Underwriter
(CONTINUED FROM COVER PAGE)
Total Offering Amount (1)
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$
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867,183,714
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Maximum Sales Load (2)
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3.00
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%
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Minimum Sales Load (1)(2)
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0.00
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%
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Proceeds to the Fund (maximum) (3)
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$
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867,183,714
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Proceeds to the Fund (minimum) (3)
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$
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841,168,203
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(1)
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The minimum initial investment in the Fund by an investor is $100,000, subject to reduction at the discretion of an investor’s broker, dealer or other financial intermediary, but not below $50,000. Minimum subsequent investments must be at least $10,000 (in each case, including a sales load if applicable).
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(2)
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Investors may be charged a sales load up to a maximum of 3% on
the amount they invest. The specific amount of the sales load is not fixed and will be determined by the investor and its
broker, dealer or other financial intermediary. (
See
“The Offering --- Plan of Distribution.”) The sales
load will not be applicable to investors that purchase shares through a fee-based account with their broker, dealer or other
financial intermediary (commonly known as a “wrap fee program”). The sales load will neither constitute an
investment made by the investor nor form part of the assets of the Fund. The sales load is subject to the applicable
limitations imposed by the rules and regulations of the Financial Industry Regulatory Authority, Inc.
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(3)
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The net proceeds to the Fund after payment of the estimated offering expenses of $210,878 would be approximately $840,957,325.
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Mainsail Group, L.L.C. (the “Underwriter”),
an underwriter under the federal securities laws, serves as the underwriter of the Fund’s shares on a best efforts basis.
Pursuant to the terms of the Underwriter’s distribution agreement with the Fund, the Underwriter may retain unaffiliated
brokers or dealers to act as selling agents (“Selling Agents”) to assist in the distribution of shares. The Fund reserves
the right to withdraw, cancel, suspend or modify the offering of shares at any time. Shares of the Fund are offered for purchase
once a month at a price equal to net asset value next determined after an order is accepted, plus a sales load (if applicable).
Purchase orders for shares sold in connection with a monthly offering must be received in proper form by the Underwriter prior
to the close of business (normally 5pm) on the day of the month specified by the Underwriter in a written communication to the
Selling Agents (and communicated by Selling Agents to their customers), which can be, with respect to certain Selling Agents, as
many as five business days prior to the end of a month (a “Closing Time”). At each Closing Time purchase orders received
in proper form will be accepted by the Fund and deposited monies will be invested in the Fund (net of the sales load, if applicable)
as of the first business day of the next month following submission of an investor’s purchase order. Investors will receive
written or electronic confirmation of each transaction and regular reports showing account balances. A prospective investor may
rescind a purchase order for shares at any time prior to a Closing Time.
Pursuant to the distribution agreement,
the Fund pays ongoing shareholder servicing fees to the Underwriter to compensate it for providing, or arranging for the provision
of, ongoing investor services and account maintenance services to investors in the Fund. The Underwriter may retain all or a portion
of these payments. These fees are accrued daily and paid monthly in an amount not to exceed, in the aggregate, 0.25% (on an annualized
basis) of the net asset value of the Fund.
Shares of the Fund may be purchased only
by investors who certify to the Fund or its agents that they have a net worth (in the case of a natural person, either as an individual
or with assets held jointly with a spouse) of more than $2 million, excluding the value of the primary residence of such person
and any debt secured by such property (up to the current market value of the residence) (“Qualified Investors”), as
described more fully herein. In order to purchase shares, a prospective investor must submit a completed investor certification
to the Underwriter or a Selling Agent prior to the Closing Time. (A form of investor certification is included in Appendix A to
this Prospectus, which may be modified or supplemented as necessary to comply with the certification and/or substantiation requirements
of individual Selling Agents.) The Fund reserves the right to reject, in its sole discretion, any purchase order for shares in
whole or in part at any time. Shares may only be purchased through, and with funds drawn on, an investor’s brokerage account
with an Underwriter or Selling Agent. Additional information regarding the process for buying shares is set forth under “The
Offering --- Purchase Terms; Minimum Investment” and “Investor Qualifications and Suitability.”
ii
(CONTINUED FROM INSIDE FRONT COVER)
Investors may not be able to sell their
shares. The Fund has no plans to list its shares on any securities exchange, and there is no assurance that any secondary market
will develop for shares. Shares are subject to transfer restrictions, including a requirement that shares must be held in the investor’s
account with an Underwriter or a Selling Agent and may only be transferred to persons who are Qualified Investors. If an investor
attempts to transfer shares to someone who is not a Qualified Investor or to an account with a broker or dealer that has not entered
into a selling agreement with an Underwriter, the transfer will not be permitted. (
See
“Investor Qualifications and
Suitability --- Investor Suitability: Transfer Restrictions.”)
The Fund operates as an
“interval fund” under Rule 23c-3 of the 1940 Act and, as such, provides a limited degree of liquidity to
shareholders. As an interval fund, the Fund has adopted a fundamental policy to offer to repurchase at least 5% of its
outstanding shares at their net asset value at regular intervals. Currently, the Fund intends to offer to repurchase 25% of
its outstanding shares as of or prior to the end of each fiscal quarter. However, repurchase offers in excess of 5% of the
Fund’s outstanding shares for any particular fiscal quarter are entirely within the discretion of the Fund’s
board of trustees and, as a result, there can be no assurance that the Fund would make repurchase offers for amounts in
excess of 5% of the Fund’s outstanding shares. There can be no assurance that shareholders tendering shares for
repurchase in any such offer will have all of their tendered shares repurchased by the Fund. (
See
“Additional
Risk Factors --- Repurchase Offers” and “Repurchase Offers --- Oversubscribed Repurchase Offer.”)
The Fund pays the Adviser a monthly management
fee computed at the annual rate of 2.00% of the Fund’s average daily net assets. Additionally, following the end of each
fiscal year (and whenever the Fund conducts a share repurchase offer, as described herein), the Fund pays the Adviser an incentive
fee (the “Incentive Fee”) generally equal to 20% of the Fund’s net profits, subject to reduction for prior period
losses of the Fund that have not been offset by subsequent net profits. For purposes of calculating the Incentive Fee, net profits
will generally be determined by calculating the amount by which the net assets of the Fund as of the end of a fiscal year exceeds
the net assets as of the beginning of the fiscal year (excluding increases or decreases of net assets associated with share issuances,
repurchases or dividends or other distributions). For more details regarding the Incentive Fee,
see
“Fees and Expenses
--- Incentive Fee.” The Incentive Fee structure presents risks that are not present in investment funds without incentive
fees. (
See
“Additional Risk Factors --- The Incentive Fee.”) The fees paid by the Fund to the Adviser are similar
to those of private investment funds, but significantly higher than those of most other registered investment companies. (
See
“Fees and Expenses --- Management Fee” and “--- Incentive Fee.”)
SHARES ARE NOT DEPOSITS OR OTHER OBLIGATIONS
OF, OR GUARANTEED OR ENDORSED BY, ANY BANK OR OTHER INSURED DEPOSITORY INSTITUTION, AND ARE NOT FEDERALLY INSURED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD OR ANY OTHER GOVERNMENT AGENCY.
THE
REST OF THE PAGE IS INTENTIONALLY LEFT BLANK
iii
TO ALL INVESTORS
This prospectus (the
“Prospectus”) does not constitute an offer to sell or the solicitation of an offer to buy, and no sale of shares will
be made, in any jurisdiction in which the offer, solicitation or sale is not authorized or to any person to whom it is unlawful
to make the offer, solicitation or sale. No person has been authorized to make any representations concerning the Fund that are
inconsistent with those contained in this Prospectus. Prospective investors should rely only on information contained in this Prospectus,
the Fund’s statement of additional information and exhibits filed by the Fund. Each prospective investor should consult his,
her or its own professional advisors as to the legal, tax, financial or other matters relevant to the suitability of an investment
in the Fund for the investor. Prospective investors should read this Prospectus carefully before investing and retain it for future
reference.
PRIVACY NOTICE
An
important part of our commitment to you is our respect to your right to privacy. Protecting all of the information we are either
required to gather or which accumulates in the course of doing business with you is a cornerstone of our relationship with you.
This Privacy Notice sets forth the policies of ACAP Strategic Fund (the “Fund”) with respect to the collection, sharing
and protection of non-public personal information of the Fund’s investors, prospective investors and former investors. These
policies may be changed at any time, provided that a notice of such change is given to you. Please read this Privacy Notice carefully
to understand what we do.
We
collect personal information about you (such as your name, address, social security or tax identification number, assets and income)
in the course of doing business with you or from documents that you may deliver to us or to an agent of the Fund. We may use this
information to effectively administer our customer relationship with you. It also permits us to provide efficient, accurate and
responsive service, to help protect you from unauthorized use of your information and to comply with regulatory and other legal
requirements. These include those related to institutional risk control and the resolution of disputes or inquiries.
We
do not disclose any nonpublic, personal information about the Fund’s investors, prospective investors or former investors
to third parties, except as permitted or required by law. We maintain physical, electronic and procedural safeguards to protect
such information, and limit access to such information to those employees who require it in order to provide services to you.
To
service your account and effect transactions, we may provide your personal information to our affiliates and to non-affiliate firms
(
i.e.
, companies not related by common ownership or control) that assist us in servicing your account and have a need for
such information, such as a broker or administrator. We may also disclose such information to service providers and financial institutions
with whom we have marketing arrangements. We require third party service providers and financial institutions with which we have
marketing arrangements to protect the confidentiality of your information and to use the information only for the purposes for
which we disclose the information to them. We do not otherwise provide information about you to outside firms, organizations or
individuals except to our attorneys, accountants and auditors and as permitted by law.
It
may be necessary, under anti-money laundering or other laws, to disclose information about you in order to accept your purchase
order. Information about you may also be released if you so direct, or if we, or an affiliate, are compelled to do so by law, or
in connection with any government or self-regulatory organization request or investigation.
We
are committed to upholding these privacy policies. We will notify you on an annual basis of our policies and practices in this
regard and at any time that there is a material change thereto.
THE
REST OF THE PAGE IS INTENTIONALLY LEFT BLANK
iv
APPENDIX B: PORTFOLIO MANAGER PERFORMANCE INFORMATION
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ii
PROSPECTUS SUMMARY
In making an investment decision, an
investor must rely upon his, her or its own examination of ACAP Strategic Fund (the “Fund”) and the terms of the offering,
including the merits and risks involved in acquiring shares of beneficial interest (“shares”) in the Fund. This is
only a summary of information to consider before investing and is qualified in its entirety by the more detailed information that
follows elsewhere in this prospectus (the “Prospectus”). An investor should review the entire Prospectus and statement
of additional information (“SAI”), available upon request, before making a decision to purchase shares of the Fund.
The Fund
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ACAP Strategic Fund (the “Fund”) is a Delaware statutory trust that is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as a non-diversified, closed-end management investment company. SilverBay Capital Management LLC, a Delaware limited liability company that is registered as an investment adviser with the Securities and Exchange Commission (the “SEC”) under the Investment Advisers Act of 1940 (the “Advisers Act”), serves as the investment adviser of the Fund (the “Adviser”). The Adviser is controlled by its sole member, Alkeon Capital Management, LLC (“Alkeon”), which is registered with the SEC as an investment adviser. Mr. Panayotis (“Takis”) Sparaggis, the controlling person and Chief Investment Officer of Alkeon, serves as the Fund’s
principal portfolio manager (the “Portfolio Manager”) and as the lead member of the Adviser's Investment Team. Other members of the
Investment Team assist Mr. Sparaggis in his role as the Fund’s Portfolio Manager.
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Principal Investment Strategies
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The
Fund’s investment objective is to achieve maximum capital appreciation. The Fund pursues this objective by investing its
assets primarily in equity securities of U.S. and foreign companies that the Adviser believes are well positioned to benefit from
demand for their products or services, including companies that can innovate or grow rapidly relative to their peers in their
markets. “Growth companies” are generally considered to possess these characteristics. For purposes of the Fund’s
investment program, “equity securities” means common and preferred stocks (including IPO securities), convertible
securities, stock options (call and put options), warrants and rights. The Fund may also seek maximum capital appreciation by
effecting short sales of securities when the Adviser believes that the market price of a security is above its estimated intrinsic
or fundamental value. Under circumstances when the Adviser identifies greater opportunities for capital appreciation by effecting
short sales (relative to investing in long positions), the Fund’s portfolio may have a “net-short bias,” where
the dollar value of the short positions exceed the value of long positions. The Fund may also effect short sales for hedging purposes.
Due to limitations imposed by the 1940 Act and operational requirements, the Fund generally expects that no more than 50 percent
of its total assets would be represented by short sales. (
See
“Principal Risk Factors --- Leverage & Borrowings
Risk.”) The Adviser also expects that the Fund’s investment program will make frequent use of leverage. Borrowings
by the Fund (which do not include short and derivative transactions) will not exceed 33 ⅓ percent
of the Fund’s
total assets. (
See
“Principal Risk Factors --- Leverage & Borrowings Risk.”) The use of short sales and
leverage are considered speculative investment practices and involve certain risks. In addition, the Fund, as a result of certain
short sale transactions, may recognize short term capital gain, which will be passed through to investors as ordinary income.
(For a more detailed discussion of the tax consequences of short sale transactions,
see
“Certain Tax Matters ---
Taxation of Short Sales.”) The Adviser may use total return swaps to gain long or short investment exposures in lieu of
purchasing or selling an equity security directly. In comparison to certain direct long or short transactions, total return swap
transactions can sometimes offer more advantageous financing costs and/or a more efficient means of gaining exposure to certain
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foreign markets where direct investment may be restricted or cost prohibitive. The use of swaps exposes the Fund to counterparty credit risk. (
See
“Principal Risk Factors --- Counterparty Credit Risk.”) The Adviser will invest the Fund’s assets in equity securities without regard to the issuer’s market capitalization. The Fund may invest without limitation in securities of “foreign issuers,” which, for these purposes, are companies that derive a majority of their revenue or profits from foreign businesses, investments or sales, or that have a substantial portion of their operations or assets abroad. The Fund’s investments in foreign companies may include companies that are located in, or conduct business in, emerging or less developed countries. These investments are typically subject to certain risks to a much greater degree than investments in developed countries. (
See
“Principal Risk Factors --- Foreign Investment Risk.”)
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In making investment decisions for the Fund, the Adviser uses fundamental investment analysis and research to identify attractive investment opportunities. The Adviser’s investment process involves a research driven, bottom-up analysis of a security’s potential for appreciation or depreciation, and includes consideration of the financial condition, earnings outlook, strategy, management and industry position of issuers. This analytical process involves the use of valuation models, review and analysis of published research, and, in some cases, discussions with industry experts and company visits. The Adviser also takes into account economic and market conditions.
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Historically, Alkeon, the sole member of the Adviser, has found significant opportunities for maximum capital appreciation in the equity securities of companies which derive a major portion of their revenue directly or indirectly from business lines which benefit, or are expected to benefit, from technological events, advances or products (“Technology Companies”). These include companies whose processes, products or services, in the judgment of Alkeon, are or may be expected to be significantly benefited by scientific developments in the application of technical advances in manufacturing and commerce. Conversely, Alkeon has also found opportunities for maximum capital appreciation in the equity securities of companies that are, or may be expected to be, disadvantaged by technological events, advances or products. As a result, these companies, together with Technology Companies, are expected to comprise a significant portion of the Fund’s portfolio. The Fund’s investment program may also include investments in the equity securities of companies in a variety of other industries and sectors.
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The Fund’s investment program is speculative and entails substantial risks. There can be no assurance that the Fund’s investment objective will be achieved or that its investment program will be successful. Investors should consider the Fund as a supplement to an overall investment program and should invest only if they are willing to undertake the risks involved. Investors could lose some or all of their investment.
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Non-Principal Investment Practices
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In
addition to its principal investment strategies, the Fund may, from time to time, invest in debt securities and certain derivative
instruments (in addition to the options and swaps described under “Principal Investment Strategies”), such as forward
contracts, options on stock indices and structured-equity notes. The Fund may also purchase retail shares of exchange-traded funds
that are registered under the 1940 Act (“ETFs”) and retail shares of similar investment vehicles that are not registered
under the 1940 Act (together with
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the ETFs, “Traded Funds”) and effect short sales of these shares. Transactions in Traded Funds may be used in seeking maximum capital appreciation or for hedging purposes. During periods of adverse market conditions in the equity securities markets, the Fund may deviate from its investment objective and invest all or a portion of its assets in high quality debt securities, money market instruments, or hold its assets in cash. The Fund also invests in money market instruments for liquidity purposes. (
See
“Non-Principal Fund Investment Practices and Their Risks.”)
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Borrowings
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The Fund is authorized to borrow money for investment purposes, to meet repurchase requests and for liquidity purposes. Borrowings by the Fund (which do not include short and derivative transactions) will not exceed 33 ⅓ percent of the Fund’s total assets. Borrowing for investment purposes (a practice known as “leverage”) is a speculative investment practice and involves certain risks. The Fund’s investment program makes frequent use of leverage. (
See
“Principal Risk Factors --- Borrowings & Leverage Risk.”)
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Management of the Fund
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The board of trustees of the Fund (the “Board”) has overall responsibility for the management and supervision of the operations of the Fund. It has delegated responsibility for management of the Fund’s day-to-day operations to the Adviser. (
See
“Management of the Fund.”)
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The Adviser
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The Adviser, SilverBay Capital Management LLC, a Delaware limited liability company, serves as the investment adviser of the Fund. Pursuant to an investment advisory agreement with the Fund (the “Advisory Agreement”), the Adviser is responsible for: (i) developing and implementing the Fund’s investment program, (ii) managing the Fund’s investment portfolio and making all decisions regarding the purchase and sale of investments for the Fund, and (iii) providing various management and administrative services to the Fund. The Adviser is controlled by Alkeon.
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Mr. Sparaggis, the Fund’s Portfolio Manager, manages other accounts in accordance with an investment strategy that is substantially similar to that of the Fund. (
See
“Performance Information.”)
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Management Fee & Incentive Fee
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In consideration of services provided by the Adviser, the Fund pays the Adviser a monthly management fee computed at the annual rate of 2.00% of the Fund’s average daily net assets (the “Management Fee”). The Fund also pays the Adviser a performance-based incentive fee (the “Incentive Fee”) promptly after the end of each fiscal year of the Fund. The Incentive Fee is determined as of the end of the fiscal year in an amount equal to 20% of the amount by which the Fund’s net profits for all Fiscal Periods (as defined below) ending within or coterminous with the close of such fiscal year exceed the balance of the loss carryforward account (as described on the next page), without duplication for any Incentive Fees paid during such fiscal year. The Fund also pays the Adviser the Incentive Fee in the event a Fiscal Period is triggered in connection with a share repurchase offer by the Fund, as described below. For purposes of calculating the Incentive Fee, net profits means the amount by which: (a) the net assets of the Fund as of the end of a Fiscal Period, increased by the dollar amount of shares of the Fund repurchased during the Fiscal Period (excluding shares to be repurchased as of the last day of the Fiscal Period after determination of the Incentive Fee) and by the amount of dividends and other distributions paid to shareholders during the Fiscal Period and not reinvested in additional shares (excluding any dividends and other distributions to be paid as of the last day of the Fiscal Period), exceeds (b) the net assets of the Fund as of the beginning of the
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Fiscal Period, increased by the dollar amount of shares of the Fund issued during the Fiscal Period (excluding any shares issued in connection with the reinvestment of dividends and other distributions paid by the Fund). Net assets means the total value of all assets of the Fund, less an amount equal to all accrued debts, liabilities and obligations of the Fund, determined in accordance with the valuation and accounting policies and procedures of the Fund. “Fiscal Period” means each twelve-month period ending on the Fund’s fiscal year-end, provided that whenever the Fund conducts a share repurchase offer, the period of time from the last Fiscal Period-end through the effective date of the repurchase offer also constitutes a Fiscal Period. (Upon termination of the Advisory Agreement, the Fund will pay the Incentive Fee to the Adviser as if the date of effectiveness of such termination is the end of the Fund’s fiscal year.) In the event that an Incentive Fee is payable with respect to a Fiscal Period that is not the Fund’s fiscal year-end due to the Fund’s share repurchases, the Incentive Fee will be determined as if the end of such Fiscal Period were the end of the Fund’s fiscal year, and only that portion of the Incentive Fee that is proportional to the Fund’s assets paid in respect of such share repurchases (not taking into account any proceeds from any contemporaneous issuance of shares of the Fund, by reinvestment of dividends and other distributions or otherwise) will be paid to the Adviser for such Fiscal Period. Since the Fund operates as an interval fund under Rule 23c-3 of the 1940 Act and conducts repurchase offers every fiscal quarter, Fiscal Periods could be triggered (and, therefore, a portion of the Incentive Fee, if any, would be payable to the Adviser) up to four times each fiscal year. For purposes of determining the Fund’s net asset value, the Incentive Fee is calculated and accrued daily as an expense of the Fund (as if each day is the end of the Fund’s fiscal year).
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The Incentive Fee will be payable for a Fiscal Period only if there is no positive balance in the Fund’s loss carryforward account. The loss carryforward account is an account that will have an initial balance of zero upon commencement of the Fund’s operations and, thereafter, will be credited as of the end of each Fiscal Period with the amount of any net loss of the Fund for that Fiscal Period and will be debited with the amount of any net profits of the Fund for that Fiscal Period, as applicable. This is sometimes known as a “high water mark.” (
See
“Fees and Expenses --- Incentive Fee.”)
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The Incentive Fee presents certain risks that are not present in investment funds without incentive fees. (
See
“Additional Risk Factors --- The Incentive Fee.”) In addition, although the aggregate fees payable by the Fund to the Adviser are similar to those of private investment funds, they are significantly higher than those paid by most registered investment companies.
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The Offering
|
Shares of the Fund are offered for purchase on a monthly basis in a continuous offering at their net asset value per share, plus, if applicable, a sales load of up to 3% of the amount invested (as described below). Shares will be issued at the net asset value per share next computed after acceptance of an order to purchase shares. The Fund’s net asset value per share will be circulated to Selling Agents (as defined below) offering shares of the Fund.
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The minimum initial investment in the Fund by an investor is $100,000, subject to reduction at the discretion of an investor’s broker, dealer or other financial intermediary, but not below $50,000.
Subsequent investments must be at least $10,000. The
minimum investment requirements may be reduced or waived for investments by personnel of the Adviser and its affiliates, and
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members of their immediate families, and as may be determined by the Board.
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Shares may only be purchased through, and with funds drawn on, an investor’s brokerage account with the Underwriter (as defined below) or a Selling Agent. In order to purchase shares, a prospective investor must submit a completed investor certification to the Underwriter or a Selling Agent. (A form of investor certification is included in Appendix A to this Prospectus, which may be modified or supplemented as necessary to comply with the certification and/or substantiation requirements of individual Selling Agents.) The Fund reserves the right to reject, in its sole discretion, any request to purchase shares of the Fund at any time. The Fund also reserves the right to suspend or terminate the offering of shares at any time. Additional information regarding the share purchase process is set forth under “Investor Qualifications and Suitability.”
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Mainsail Group, L.L.C. (“Mainsail” or the “Underwriter”), an underwriter under the federal securities laws, serves as the underwriter of shares on a best efforts basis, pursuant to the terms of the Underwriter’s distribution agreement with the Fund, and may retain unaffiliated brokers or dealers to act as selling agents (“Selling Agents”) to assist in the distribution of shares. Mainsail is affiliated with Alkeon, the sole member of the Adviser.
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Selling Agents are entitled to charge a sales load to each investor on the purchase price of its shares of up to 3%. The specific amount of the sales load paid is not fixed and will be determined by the investor and its Selling Agent. The sales load is expected to be waived for the Adviser and its affiliates, including its personnel and members of their immediate families. In addition, the sales load is not applicable to investors that purchase shares through a fee-based account with their broker, dealer or other financial intermediary (commonly known as a “wrap fee program”). The sales load will neither constitute an investment made by the investor in nor form part of the assets of the Fund. The Selling Agents’ receipt of the sales load is subject to the applicable limitations imposed by the rules and regulations of the Financial Industry Regulatory Authority, Inc.
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Shareholder Servicing Fees
|
Under the terms of each distribution agreement with the Fund, the Fund pays ongoing shareholder servicing fees to the Underwriter to compensate it for providing, or arranging for the provision of, ongoing investor services and account maintenance services to investors in the Fund. The Underwriter may retain all or a portion of these payments. These fees are accrued daily and paid monthly in an amount not to exceed, in the aggregate, 0.25% (on an annualized basis) of the net asset value of the Fund (the “Shareholder Servicing Fees”). (
See
“Fees and Expenses --- Shareholder Servicing Fees.”)
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Fund Expenses
|
The
Fund bears all expenses incurred in its business and operations, other than those borne by the Adviser or by the Underwriter pursuant
to their agreements with the Fund, including, but not limited to: all investment related expenses (
e.g.
, costs and expenses
directly related to portfolio transactions and positions for the Fund’s account such as direct and indirect expenses associated
with investments, transfer taxes and premiums, taxes withheld on foreign income, brokerage commissions, interest and commitment
fees on loans and debit balances, borrowing charges on securities sold short, dividends on securities sold but not yet purchased
and margin fees); the Management Fee; the Incentive Fee; the Shareholder Servicing Fees; any non-investment related interest expense;
offering expenses; fees and disbursements of any attorneys and accountants engaged by the Fund; audit and tax
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preparation fees and expenses; administrative expenses and fees; custody fees and expenses; insurance costs; fees and travel-related expenses of members of the Board who are not employees of the Adviser or any affiliate of the Adviser; and any extraordinary expenses. (
See
“Fees and Expenses --- Other Fees and Expenses of the Fund.”)
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Investor Qualifications
|
Shares of the Fund may be purchased only by investors who certify to the Fund or its agents that they have a net worth (in the case of a natural person, either as an individual or with assets held jointly with a spouse) of more than $2 million, excluding the value of the primary residence of such person and any debt secured by such property (up to the current market value of the residence) (“Qualified Investors”). (A form of investor certification is included in Appendix A to this Prospectus, which may be modified or supplemented as necessary to comply with the certification and/or substantiation requirements of individual Selling Agents.) Shares may be held only through the Underwriter or a Selling Agent.
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Any attempt to transfer shares to someone who is not a Qualified Investor or to an account with a broker or dealer that has not entered into a selling agreement with the Underwriter will not be permitted and will be void. (
See
“Investor Qualifications and Suitability.”)
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Investor Suitability
|
An
investment in the Fund involves substantial risks and is not necessarily suitable for all eligible investors.
Prior to
making an investment decision, you should: (i) consider the suitability of this investment with respect to your investment
objectives and personal situation, (ii) consider factors such as your personal net worth, income, age, risk tolerance and
liquidity needs, and (iii) consult with your broker, dealer or other financial adviser to determine whether an investment
in the Fund is suitable for your risk profile. (
See
“Investor Qualifications and Suitability.”)
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Unlisted Closed-End Structure; Limited Liquidity and Transfer Restrictions
|
The Fund is organized as a closed-end management investment company. Closed-end funds differ from open-end management investment companies (commonly known as mutual funds) in that shareholders of a closed-end fund do not have the right to redeem their shares on a daily basis. In addition, the Fund has no plans to list its shares on any securities exchange, and there is no assurance that any secondary market will develop for the Fund’s shares. Although the Fund makes quarterly offers to repurchase its shares, there can be no assurance that the Fund will repurchase all shares that are tendered by a shareholder in connection with any repurchase offer.
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Shares are subject to transfer restrictions that permit transfers only to persons who are Qualified Investors and who hold their shares through an Underwriter or a Selling Agent. The Fund may require substantial documentation in connection with a requested transfer of shares, and you should not expect that you will be able to transfer shares at all. Attempted transfers may require a substantial amount of time to effect. Shares of the Fund may not be exchanged for shares of any other fund. An investment in the Fund is suitable only for investors who can bear the risks associated with the limited liquidity of shares and should be viewed as a long-term investment.
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Quarterly Repurchase Offers
|
The
Fund operates as an “interval fund” under Rule 23c-3 of the 1940 Act and, as such, provides a limited degree of liquidity
to shareholders. As an interval fund, the Fund has adopted a fundamental policy to offer to repurchase at least 5% of its outstanding
shares at their net asset value at regular intervals. Currently, the Fund intends to offer to repurchase 25% of
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its outstanding shares as of or prior to the end of each fiscal quarter. However, repurchase offers in excess of 5% of the Fund’s outstanding shares for any particular fiscal quarter are entirely within the discretion of the Board and, as a result, there can be no assurance that the Fund would make repurchase offers for amounts in excess of 5% of the Fund’s outstanding shares. If the number of shares tendered for repurchase in any repurchase offer exceeds the number of shares that the Fund has offered to repurchase, the Fund will repurchase shares on a pro-rata basis, and tendering shareholders will not have all of their tendered shares repurchased by the Fund. (
See
“Repurchase Offers --- Oversubscribed Repurchase Offer.”)
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Principal Risk Factors
|
An investment in the Fund involves a high degree of risk. There can be no assurance that the Fund’s investment objective will be achieved. In particular, the Fund’s use of leverage, short sales and derivative transactions can, in certain circumstances, result in significant losses to the Fund. The value of the Fund’s investments can be reduced by unsuccessful investment strategies, poor selection of equity securities, poor economic growth, pronounced market volatility, and political and legal developments.
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Because the Fund primarily invests in common stocks and other equity securities, the value of the Fund’s portfolio will be affected by daily movements in the prices of equity securities. These price movements may result from factors affecting individual companies, industries or the securities markets as a whole. Individual companies may report poor results or be negatively affected by industry, regulatory and/or economic trends and developments. The prices of securities issued by such companies may suffer a decline in response. In addition, stock markets can be volatile at times, and stock prices can change drastically. This market risk will affect the Fund’s share price, which will fluctuate as the values of the Fund’s investment securities and other assets change. Not all stock prices change uniformly or at the same time, and not all stock markets move in the same direction at the same time.
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The Fund’s investment program emphasizes active management of the Fund’s portfolio. Consequently, the Fund’s portfolio turnover and brokerage commission expenses may exceed those of other investment companies. A high portfolio turnover rate (one that exceeds 100% in our view) may also result in the greater realization of capital gains, including short-term gains which are taxable to shareholders at the same rates as ordinary income. (
See
“Principal Risk Factors --- Active Management Risk.”)
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Investing
in securities of Technology Companies involves additional risks. These risks include: the fact that certain companies in the Fund’s
portfolio may have limited operating histories; rapidly changing technologies and products which may quickly become obsolete;
cyclical patterns in information technology spending which may result in inventory write-offs, cancellation of orders and operating
losses; scarcity of management, engineering and marketing personnel with appropriate technological training; the possibility of
lawsuits related to technological patents; changing investors’ sentiments and preferences with regard to investments in
Technology Companies (which are generally perceived as risky) with their resultant effect on the price of underlying securities;
and volatility in the U.S. and foreign stock markets which may disproportionately affect the prices of securities of Technology
Companies and thus cause the Fund’s performance to experience substantial volatility. The Fund is thus subject to these
and other risks associated with Technology Companies to a much greater extent than a fund that does not
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emphasize these investments. (
See
“Principal Risk Factors --- Technology Company Securities.”)
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The Fund may invest a substantial portion of its assets in the securities of “growth companies.” Investing in growth companies involves substantial risks. Securities of growth companies may perform differently from the stock market as a whole and may be more volatile than other types of stocks. Since growth companies usually invest a significant portion of earnings in their businesses, they may lack the dividends of value stocks that can cushion the impact of declining stock prices in a falling market. Also, earnings disappointments often lead to sharply falling prices for growth company stocks because investors buy growth company stocks in anticipation of superior earnings growth. Securities of growth companies may also be more expensive relative to their earnings or assets compared to value or other types of stocks. (
See
“Principal Risk Factors --- Growth Company Securities.”)
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The Fund may effect short sales of securities when the Adviser believes that the market price of a security is above its estimated intrinsic or fundamental value. The Fund may also effect short sales for hedging purposes. A short sale involves selling a security the Fund does not own in anticipation that the security’s price will decline. Under circumstances when the Adviser identifies greater opportunities for capital appreciation by effecting short sales (relative to investing in long positions), the Fund may have a “net-short bias,” where the dollar value of short positions in the portfolio exceeds the dollar value of long positions. The Fund will suffer a loss if it sells a security short and the value of the security rises rather than falls. Short sales expose the Fund to the risk that it will be required to buy the security sold short (also known as “covering” the short position) at a time when the security has appreciated in value, thus resulting in a loss to the Fund. Positions in stocks sold short are more risky than long positions (purchases) in stocks because the maximum loss on a stock purchased is limited to the amount paid for the stock plus the transaction costs, where in the case of a short sale, there is no limit on the loss that may be incurred. (
See
“Principal Risk Factors --- Risk of Short Sales.”)
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When effecting short sales of securities, the Fund will receive a dollar amount (the “net short proceeds”) equal to the value of the securities sold short and will deposit and retain such net short proceeds with the brokerage firm through which it effected the short sale transactions (a “Prime Broker”). Currently, the Fund’s Prime Broker is Morgan Stanley & Co. Incorporated. Credit Suisse Securities (USA) LLC now also serves as a Prime Broker. The Fund may add one or more additional Prime Brokers. The Fund, each Prime Broker and The Bank of New York Mellon, the Fund’s custodian, are parties to agreements in which the Prime Broker retains custody, on behalf of the Fund, of the cash proceeds from securities sold short. Because the Fund effects short sales as part of its principal investment strategy, the short proceeds deposited with the Prime Broker could represent a material portion of the Fund’s total assets. This may expose the Fund to significant risks or difficulty in obtaining access to its assets in the event of the default or bankruptcy of its Prime Broker. The Adviser will monitor regularly the creditworthiness of a Prime Broker.
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The
Fund will be subject to counterparty credit risk with respect to its use of total return swap contracts. If a counterparty to
a swap contract becomes bankrupt or otherwise fails to perform its obligations due to financial difficulties, the Fund may experience
significant delays in obtaining any recovery in a bankruptcy or other reorganization proceeding. The Fund may
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obtain only a limited recovery or may obtain no recovery in such circumstances. To partially mitigate this risk, the Adviser will seek to effect swap transactions only with counterparties that it believes are creditworthy. (
See
“Principal Risk Factors --- Counterparty Credit Risk.”)
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The Fund’s investment program makes frequent use of leverage by borrowing money to purchase securities on margin (or borrowing from banks). This practice is speculative and involves certain risks. Because short sales involve borrowing securities and then selling them, the Fund’s short sales have the additional effect of leveraging the Fund’s assets. Although leverage can increase investment returns if the Fund earns a greater return on investments purchased with borrowed funds than it pays for the use of those funds, the use of leverage will decrease investment returns if the Fund fails to earn as much on investments purchased with borrowed funds as it pays for the use of those funds. The use of leverage will therefore magnify the impact of changes in the value of investments held by the Fund on the Fund’s net asset value and thus can increase the volatility of the Fund’s net asset value per share. In the event that the Fund’s portfolio investments decline in value, the Fund could be subject to a “margin call” and will be required to deposit additional collateral with the lender or suffer mandatory liquidation of securities pledged as collateral for its borrowings. Money borrowed for leveraging will be subject to interest costs that may or may not be recovered by return on the securities purchased. (
See
“Principal Risk Factors --- Leverage & Borrowings Risk.”)
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The Fund invests in equity securities without regard to the issuer’s market capitalization. Accordingly, the Fund may invest significantly in the stocks of companies having smaller market capitalizations, including mid-cap and small-cap stocks. The stocks of these companies often have less management depth, narrower market penetrations, less diverse product lines, and fewer resources than larger companies. Due to these and other factors, stocks of smaller companies may be more susceptible to market downturns and other events, and their prices may be more volatile than the stocks of larger companies. (
See
“Principal Risk Factors --- Market Capitalization Risk.”)
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The Fund may invest without limitation in securities of “foreign issuers,” which, for these purposes, are companies that derive a majority of their revenue or profits from foreign businesses, investments or sales, or that have a substantial portion of their operations or assets abroad. (Some of these “foreign issuers” may be legally organized or have principal offices located in the U.S.) Investments in foreign issuers are affected by risk factors generally not thought to be present in the U.S., including, among other things, increased political, regulatory, contractual and economic risk and exposure to currency fluctuations. The Fund may also invest in companies located in, or doing business in, emerging or less developed countries. These investments are typically subject to the foregoing risks to a much greater degree than investments in developed countries and thus, investments in less developed countries could potentially increase volatility in the Fund’s net asset value. There is no limit on the amount of the Fund’s assets that may be invested in companies located or doing business in emerging market countries. (
See
“Principal Risk Factors --- Foreign Investment Risk.”)
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The Fund is a “non-diversified” investment company. Thus, there are no percentage limitations imposed by the 1940 Act on the portion of the Fund’s assets that may be invested in the securities of any one issuer. The portfolio of the Fund may therefore be subject to greater risk than the portfolio of a similar fund that diversifies its investments. (
See
“Principal Risk Factors ---
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Non-Diversified Status.”)
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Additional Risk Factors
|
The Incentive Fee may create an incentive for the Adviser to cause the Fund to make investments that are riskier or more speculative than those that might have been made in the absence of the Incentive Fee. In addition, the application of the Incentive Fee may not correspond to a particular shareholder’s experience in the Fund because aggregate cumulative appreciation is calculated on an overall basis allocated equally to each outstanding share. The Incentive Fee is accrued daily as a liability of the Fund and so reduces the net asset value of all shares.
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Each of the Fund and the Adviser has a limited operating history upon which investors can evaluate its performance. However, the personnel of the Adviser responsible for managing the Fund’s investment portfolio have substantial experience in managing investments and investment funds, including those that have investment programs similar to that of the Fund. (
See
“Performance Information.”)
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Shares of the Fund are not traded on any securities exchange or other market and are subject to substantial restrictions on transfer. Although the Fund offers to repurchase its shares quarterly, there can be no assurance that the Fund will repurchase all shares tendered by a shareholder for repurchase in any such offer.
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In light of the foregoing risks, an investment in shares of the Fund should be considered a speculative investment, and you should invest in the Fund only if you can sustain a complete loss of your investment.
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No guarantee or representation is made that the investment program of the Fund will be successful or that the Fund will achieve its investment objective.
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Potential Conflicts of Interest
|
The investment activities of Adviser and its affiliates for their own accounts and for other accounts they manage may give rise to conflicts of interest that may disadvantage the Fund. (
See
“Potential Conflicts of Interest.”)
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Distribution Policy
|
Dividends will be paid annually on the shares in amounts representing substantially all of the Fund’s net investment income, if any, earned each year. Payments on shares will vary in amount depending on investment income received and expenses of operation. It is likely that many of the companies in which the Fund invests will not pay any dividends, and this, together with the Fund’s relatively high expenses, means that the Fund is unlikely to have income or pay dividends. The Fund is not a suitable investment if you require regular dividend income. Dividends and capital gain distributions to shareholders will be automatically reinvested unless the Fund is otherwise instructed by the shareholder through its broker, dealer or other financial intermediary.
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Taxation
|
The
Fund has elected to be treated as a “Regulated Investment Company” (a “RIC”) under Subchapter M of the
Internal Revenue Code of 1986, as amended (the “Code”), and intends to qualify as a RIC for federal income tax purposes.
As such, the Fund will generally not be subject to federal income tax on its taxable income and gains that it distributes to shareholders.
The Fund intends to distribute its income and gains in a way that it will not be subject to a federal excise tax on certain undistributed
amounts. Fund dividends and capital gains distributions, if any, are taxable to most investors
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and will be taxable whether or not they are reinvested in shares of the Fund. (
See
“Description of Shares --- Certain Tax Matters” and, in the SAI, “Tax Aspects.”)
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Reports to Shareholders
|
As soon as practicable after the end of each taxable year, the Fund furnishes to shareholders such information as is necessary for them to complete their income tax or information returns, along with any other tax information required by law.
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The Fund sends unaudited semi-annual and audited annual reports to shareholders within 60 days after the close of the period for which the report is being made, or as otherwise required by the 1940 Act.
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Term
|
The Fund’s term is perpetual, except that the Fund may be terminated as provided in the Agreement and Declaration of Trust of the Fund.
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Fiscal Year
|
The Fund’s fiscal year ends on each September 30. The Fund’s tax year for federal income tax purposes also ends on each September 30.
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Administrator
|
BNY Mellon Investment Servicing (US) Inc. (“BNYMIS”), located at 301 Bellevue Parkway, Wilmington, Delaware 19809, serves as the Fund’s administrator and provides various administrative and accounting services necessary for the operations of the Fund.
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Custodian
|
The Bank of New York Mellon, located at 101 Barclay Street, 20W, New York, NY 10286, serves as the custodian for the Fund’s assets and is responsible for maintaining custody of the Fund’s cash and investments and for retaining sub-custodians to maintain custody of foreign securities held by the Fund. Additionally, the Prime Brokers custody cash proceeds from Fund securities sold short.
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Transfer Agent
|
BNYMIS also serves as transfer agent and registrar with respect to shares of the Fund.
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Legal Counsel
|
Kramer Levin Naftalis & Frankel LLP, 1177 Avenue of the Americas, New York, NY 10036, serves as U.S. legal counsel to the Fund. The firm also acts as counsel to the Fund’s Independent Trustees. The firm does not represent potential investors with respect to their investment in the Fund.
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SUMMARY OF FUND EXPENSES
The
following table illustrates the expenses and fees that the Fund expects to incur and that shareholders can expect to bear.
Shareholder Transaction Expenses
Maximum Sales Load
(as a percentage of offering price) (1)
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3.00
|
%
|
|
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|
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|
Annual Expenses
(as a percentage of net assets
attributable to shares)
|
|
|
|
|
|
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|
Management Fee
|
|
|
2.00
|
%
|
Incentive Fee (2)
|
20
|
%
|
|
|
Shareholder Servicing Fees (3)
|
|
|
0.25
|
%
|
Interest Payments on Borrowed Funds (4)
|
|
|
0.00
|
%
|
Expenses on Securities Sold Short (5)
|
|
|
1.25
|
%
|
Other Expenses (6)
|
|
|
0.25
|
%
|
Total Annual Expenses (excluding the Incentive Fee)
|
|
|
3.75
|
%
|
(1)
In connection with initial and additional
investments, investors may be charged a sales load of up to 3% of the amounts transmitted in connection with their purchases of
shares. No sales load will be charged to certain types of investors. (
See
“The Offering --- Plan of Distribution.”)
(2)
The Fund pays the Adviser a performance-based
Incentive Fee promptly after the end of each fiscal year of the Fund. The Incentive Fee is determined as of the end of the fiscal
year in an amount equal to 20% of the amount by which the Fund’s net profits for all Fiscal Periods (as defined herein) ending
within or coterminous with the close of such fiscal year exceed the balance of the loss carryforward account, without duplication
for any Incentive Fees paid during such fiscal year. The Fund also pays the Adviser the Incentive Fee in the event a Fiscal Period
is triggered in connection with a share repurchase offer by the Fund. In such event, only that portion of the Incentive Fee that
is proportional to the Fund’s assets paid in respect of such share repurchases (not taking into account any proceeds from
contemporaneous issuance of shares of the Fund, by reinvestment of dividends and other distributions or otherwise) will be paid
to the Adviser for such Fiscal Period. For purposes of determining the Fund’s net asset value, the Incentive Fee is calculated
and accrued daily as an expense of the Fund (as if each day is the end of a fiscal year). (
See
“Fees and Expenses
--- Incentive Fee.”) For the most recent fiscal year, the Fund paid $3,377,585 in Incentive Fees (or 0.49% of the Fund’s
net assets as of the fiscal year end).
(3)
The Fund pays ongoing shareholder servicing
fees to the Underwriters to compensate them for providing, or arranging for the provision of, ongoing investor services and account
maintenance services to investors in the Fund. Each Underwriter may retain all or a portion of these payments. These fees are accrued
daily and paid monthly in an amount not to exceed, in the aggregate, 0.25% (on an annualized basis) of the net asset value of the
Fund. (
See
“Fees and Expenses --- Shareholder Servicing Fees.”)
(4)
“Interest Payments on Borrowed Funds”
is based on the Portfolio Manager’s historical experience in implementing an investment strategy substantially similar to
that of the Fund. However, this amount may vary in the current year and going forward, depending on market conditions as well as
the availability of investment opportunities. Borrowings by the Fund (which do not include short and derivative transactions) will
not exceed 33 ⅓ percent
of the Fund’s total assets. The Fund is authorized to borrow money for investment
purposes, to meet repurchase requests and for liquidity purposes.
(5)
The Fund may effect
short sales of securities for both capital appreciation and for hedging purposes. “Expenses on Securities Sold
Short” shown in the table reflects an estimate of net expenses to be incurred (after credit for any interest earned)
by the Fund in effecting short sales during the current fiscal year and is based on the Portfolio Manager’s historical
experience in implementing the Fund’s investment strategy, and an investment strategy substantially similar to that of
the Fund, together, over a five-year period. For fiscal year 2012, the Fund’s
actual net Expenses on Securities Sold Short was 1.58%.
However, this amount may vary in the current fiscal year and going forward, depending on whether the securities the Fund sells
short pay dividends, the size of any such dividends and the amount of interest expenses on short sales paid to a broker when the
proceeds of the short sale are released to the Fund. Due to limitations imposed by the 1940 Act and operational requirements, the
Fund generally expects that no more than 50 percent of its total assets would be represented by short sales.
(6)
“Other Expenses” shown in the
table reflects an estimate of all expected ordinary operating expenses for the current fiscal year. The Fund’s annual expense
ratio will increase or decrease over time as the Fund’s asset level decreases or increases, respectively, and as actual Fund
expenses may vary.
Example
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1 Year
|
|
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|
3 Years
|
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|
5 Years
|
|
|
|
10 Years
|
|
You would pay the following expenses (including the Incentive Fee) on a $1,000 investment, assuming a 5% annual return and a sales load of 3%:
|
|
$
|
69.03
|
|
|
$
|
148.26
|
|
|
$
|
229.08
|
|
|
$
|
438.31
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
You would pay the following expenses (including the Incentive Fee) on a $1,000 investment, assuming a 5% annual return (without a sales load):
|
|
$
|
40.23
|
|
|
$
|
121.91
|
|
|
$
|
205.24
|
|
|
$
|
420.95
|
|
The example includes the payment of the
Incentive Fee and assumes that the Fund’s annual return is 5%. The Incentive Fee is calculated based on the Fund’s
net profit, which is generally determined by calculating the amount by which the net assets of the Fund as of the end of a Fiscal
Period exceeds the net assets as of the beginning of the Fiscal Period (excluding increases or decreases of net assets associated
with share issuances, repurchases or dividends or other distributions), subject to reduction for prior period losses of the Fund
that have not been offset by subsequent net profits. As a result, the dollar amounts in the example could be significantly higher
if the Fund’s actual rate of return exceeds 5%.
The example should not be considered a
representation of future expenses. Actual expenses may be greater or less than those shown in the example. For a more complete
description of the various costs and expenses,
see
“Fees and Expenses.” Moreover, the Fund’s actual rate
of return may be greater or less than the hypothetical 5% return shown in the example.
FINANCIAL HIGHLIGHTS
The information contained
in the table below sets forth selected information derived from the financial statements contained in the Fund’s annual reports
for the fiscal years ended October 31, 2012 and October 31, 2011 and the period ended October 31, 2010 (collectively, the “Annual
Reports”). Following the most recent fiscal year end, the Fund changed its fiscal year end from October 31 to September 30.
Going forward, financial highlights will be presented as of September 30 for periods subsequent to 2012. The financial statements
for the year end October 31, 2012 and October 31, 2011 and for the period end October 31, 2010 have been audited by Grant Thornton
LLP (“Grant Thornton”). Grant Thornton’s report, along with the Fund’s financial statements, is included
in the Annual Report for the fiscal year ended October 31, 2012. The Fund’s Annual Reports have been filed with the Securities
and Exchange Commission (the “SEC”) and are available on the SEC’s website at www.sec.gov, and are also available
upon request by calling (888) 266-2200.
|
|
For the
Year Ended
October 31,
2012
|
|
|
For the Year
Ended
October 31, 2011
|
|
|
For the Period
March 1, 2010
(commencement
of operations)
through
October 31,
2010
|
|
Net asset value per Share, beginning of period
|
|
$
|
11.13
|
|
|
$
|
10.57
|
|
|
$
|
10.00
|
|
Income from investment operations (a):
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment loss
|
|
|
(0.59
|
)
|
|
|
(0.74
|
)
|
|
|
(0.66
|
)
|
Net realized and unrealized gain/(loss) from investment activities, foreign currency transactions and total return swaps
|
|
|
0.85
|
|
|
|
1.30
|
|
|
|
1.23
|
|
Total income/(loss) from investment operations
|
|
|
0.26
|
|
|
|
0.56
|
|
|
|
0.57
|
|
Distributions to shareholders:
|
|
|
|
|
|
|
|
|
|
|
|
|
Realized capital gains
|
|
|
(0.06
|
)
|
|
|
—
|
|
|
|
—
|
|
Total distributions to shareholders
|
|
|
(0.06
|
)
|
|
|
—
|
|
|
|
—
|
|
Net asset value per Share, end of period
|
|
$
|
11.33
|
|
|
$
|
11.13
|
|
|
$
|
10.57
|
|
Total return—gross (b) (c) (e)
|
|
|
2.93
|
%
|
|
|
6.55
|
%
|
|
|
7.32
|
%
|
Total return—net (b) (c) (e)
|
|
|
2.38
|
%
|
|
|
5.30
|
%
|
|
|
5.70
|
%
|
Ratios/supplemental data:
|
|
|
|
|
|
|
|
|
|
|
|
|
Net assets (dollars in thousands), end of period
|
|
|
694,581
|
|
|
|
325,272
|
|
|
|
152,052
|
|
Average net assets (dollars in thousands), end of period
|
|
|
519,202
|
|
|
|
269,839
|
|
|
|
65,890
|
|
Ratio of expenses to average net assets (d) (e)
|
|
|
5.68
|
%
|
|
|
6.81
|
%
|
|
|
9.81
|
%
|
Ratio of expenses without incentive fee to average net assets (d) (e)
|
|
|
5.03
|
%
|
|
|
5.38
|
%
|
|
|
6.27
|
%
|
Ratio of incentive fee to average net assets (c) (e)
|
|
|
0.65
|
%
|
|
|
1.43
|
%
|
|
|
3.54
|
%
|
Ratio of expenses without incentive fee, dividend & interest expense and security trading related expenses to average net assets (d) (e)
|
|
|
2.58
|
%
|
|
|
2.86
|
%
|
|
|
3.58
|
%
|
Ratio of dividend and interest expense to average net assets (d) (e)
|
|
|
0.98
|
%
|
|
|
1.09
|
%
|
|
|
1.17
|
%
|
Ratio of security trading related expenses to average net assets (d) (e)
|
|
|
1.46
|
%
|
|
|
1.43
|
%
|
|
|
1.52
|
%
|
Ratio of net investment loss to average net assets (d) (e)
|
|
|
(4.57
|
%)
|
|
|
(5.75
|
%)
|
|
|
(8.62
|
%)
|
Portfolio turnover on investments in securities (c)
|
|
|
97
|
%
|
|
|
108
|
%
|
|
|
148
|
%
|
Average debt ratio (d)
|
|
|
0.03
|
%
|
|
|
0.12
|
%
|
|
|
0.37
|
%
|
|
(a)
|
Per Share amounts presented are based on monthly Shares outstanding throughout the period indicated.
|
|
(b)
|
Total return gross/net of incentive fee is calculated assuming an investment on the first day of each period reported, reinvestment of all dividends and distributions, if any, at net asset value on the ex- dividend dates, and a sale at net asset value on the last day of each period reported. The figures do not include any applicable sales charges; results would be lower if they were included. Returns do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund Shares.
|
|
(c)
|
Non-annualized for periods less than one year.
|
|
(d)
|
Annualized for periods of less than one year.
|
|
(e)
|
The computation of such ratios for an individual shareholder may vary from these ratios due to timing of capital activity.
|
PRINCIPAL
RISK
FACTORS
ACAP Strategic Fund
(the “Fund”) is a speculative investment and an investment in the Fund’s shares of beneficial interest (“shares”)
entails substantial risks. There can be no assurance that the Fund’s investment objective will be achieved. In particular,
the Fund’s use of leverage, active trading, short sales and derivative instruments can, in certain circumstances, result
in significant losses to investors who purchase shares (“shareholders”).
General
All securities investments
risk the loss of capital. Shareholders may experience a significant decline in the value of their investment. Prospective shareholders
should invest only if they can sustain a complete loss of their investment. To the extent that the Fund makes substantial investments
in securities of a single issuer or issuers in a single industry sector, the risk of any investment decision is increased. In addition,
the value of the Fund’s investments can be reduced by unsuccessful investment strategies, poor selection of equity securities,
poor economic growth, pronounced market volatility, and political, regulatory and legal developments. Further, the Fund’s
use of leverage, short sales or derivative transactions can result in significant losses to the Fund. Shareholders could lose some
or all of their investment.
General economic or
market conditions may adversely affect the investments made by the Fund. In addition, a downturn or contraction in the global economy
or in the capital markets, or in certain industries or geographic regions thereof, may restrict the availability of suitable investment
opportunities for the Fund and/or the opportunity to liquidate any such investments, each of which could prevent the Fund from
meeting its investment objective. A general economic downturn could also result in the diminution or loss of the investments made
by the Fund. At the same time, market conditions could also increase the number of shares requested for repurchase by the Fund.
Beginning in the fall
of 2008, world financial markets experienced extraordinary market conditions, including, among other things, extreme losses and
volatility in securities markets and the failure of credit markets to function. In reaction to these events, regulators in the
U.S. and several other countries undertook unprecedented regulatory actions.
The U.S. Government
and securities regulators of many other jurisdictions continue to consider and implement other measures to stabilize U.S. and global
financial markets. It is uncertain whether regulatory actions taken by regulators or any other regulatory actions will be able
to prevent further losses and volatility in securities markets, or stimulate the credit markets. The investment adviser of the
Fund, SilverBay Capital Management LLC (the “Adviser”), believes that the Fund may be materially adversely affected
by the foregoing events, or by similar or other events in the future. In the longer term, there may be significant new regulations
that could limit the Fund’s activities and investment opportunities or change the functioning of capital markets, and there
is the possibility that a severe worldwide economic downturn could occur and continue for a period of years. Consequently, the
Fund may not be capable of, or successful at, preserving the value of its assets, generating positive investment returns or effectively
managing its risks.
Consequences of a severe
worldwide economic downturn that may adversely affect the Fund include, among other things:
|
·
|
a potential lack of available credit, lack of confidence in the financial
sector and reduced business activity, all which could materially and adversely affect the Fund and economic conditions generally.
For example, the Fund offers to repurchase a certain percentage of its outstanding shares each fiscal quarter. The erosion of confidence
in the financial sector, and further deterioration of the financial markets and economic conditions generally, could lead to larger
numbers of shareholders tendering their Fund shares for repurchase. This could result in a general decline in the Fund’s
asset base over time, thus hampering the Fund’s ability to effectively invest its capital to achieve its investment objective.
(
See
“Repurchase Offers --- Consequences of
|
|
|
Repurchase Offers.”) The longer these conditions persist, the
greater the probability that these factors could have an adverse effect on the Fund’s financial results and continued
viability;
|
|
·
|
a significant decline in the equity markets which may reduce the
value of the Fund’s portfolio securities; and
|
|
·
|
the possibility that utilizing short-selling transactions, derivative
instruments and hedging strategies of the type the Fund may use might not perform as intended or expected, resulting in higher
realized losses and unforeseen cash needs. In addition, these transactions depend on the performance of various counterparties.
Due to the challenging conditions in the financial markets, these counterparties may fail to perform, thus rendering the Fund’s
transactions ineffective, which would likely result in significant losses to the Fund. (See “Principal Risk Factors --- Counterparty
Credit Risk.”)
|
Active Management Risk
The Fund’s
investment program emphasizes active management of the Fund’s portfolio. Consequently, the Fund’s portfolio turnover
and brokerage commission expenses may exceed those of other investment companies. A high portfolio turnover rate (one that exceeds
100% in our view) may also result in the greater realization of capital gains, including short-term gains which are taxable to
shareholders at the same rates as ordinary income.
Risk of Equity Securities
The Fund primarily invests
in publicly-traded “equity securities,” which, for these purposes, means common and preferred stocks (including initial
public offerings or “IPOs”), convertible securities, stock options (call and put options), warrants and rights. Thus,
the value of the Fund’s portfolio will be affected by daily movements in the prices of equity securities. These price movements
may result from factors affecting individual companies, industries or the securities markets as a whole. Individual companies may
report poor results or be negatively affected by industry, regulatory and/or economic trends and developments. The prices of securities
issued by such companies may suffer a decline in response. In addition, stock markets can be volatile at times, and stock prices
can change drastically. This market risk will affect the Fund’s share price, which will fluctuate as the values of the Fund’s
investment securities and other assets change. Not all stock prices change uniformly or at the same time, and not all stock markets
move in the same direction at the same time.
In addition, special
risks are associated with investments in IPO securities including a limited number of shares available for trading, unseasoned
trading, lack of investor knowledge of the issuer, and limited operating history. These factors may contribute to substantial price
volatility for the shares of these companies. The limited number of shares available for trading in some IPOs may make it more
difficult for the Fund to buy or sell significant amounts of shares without an unfavorable impact on prevailing market prices.
In addition, some companies in IPOs are involved in relatively new industries or lines of business, which may not be widely understood
by investors. Some of these companies may be undercapitalized or regarded as developmental stage companies, without revenues or
operating income, or the near-term prospect of achieving them. (
See
“Principal Risk Factors --- Market Capitalization
Risk.”)
Convertible securities
also carry unique risks. The value of a convertible security is a function of its “investment value” (determined by
its yield in comparison with the yields of other securities of comparable maturity and quality that do not have a conversion privilege)
and its “conversion value” (the security’s worth, at market value, if converted into the underlying common stock).
Therefore, the investment value of a convertible security is influenced by changes in interest rates, with investment value declining
as interest rates increase and increasing as interest rates decline. The credit standing of the issuer and other factors may also
have an effect on the convertible security’s investment value. The conversion value of a convertible security is determined
by the market price of the underlying common stock. If the conversion value is low relative to the investment value, the price
of the convertible security is governed principally by its investment value. Generally, the conversion value decreases as the convertible
security approaches maturity. To the extent the market price of the underlying common stock approaches or exceeds the conversion
price, the price of the convertible security is increasingly influenced by its
conversion value. A convertible security
generally sells at a premium over its conversion value by the extent to which investors place value on the right to acquire the
underlying common stock while holding a fixed-income or preferred security, as applicable.
A convertible security
may be subject to redemption at the option of the issuer at a price established in the convertible security’s governing instrument.
If a convertible security held by the Fund is called for redemption, the Fund will be required to permit the issuer to redeem the
security, convert it into the underlying common stock or sell it to a third party. Any of these actions could have an adverse effect
on the Fund’s ability to achieve its investment objective.
With respect to stock
options, the sale of a covered call option exposes the Fund during the term of the option to possible loss of opportunity to realize
appreciation in the market price of the underlying security (owned by the Fund) or to possible continued holding of a security
that might otherwise have been sold to protect against depreciation in the market price of the security. The sale of a covered
put option exposes the Fund during the term of the option to a decline in price of the underlying security while depriving the
Fund of the opportunity to invest the cash or liquid securities that are required to be placed in a segregated account in order
to engage in a covered put option. In addition, when options are purchased over-the-counter, the Fund bears the risk that the counterparty
that wrote the option will be unable or unwilling to perform its obligations under the option contract. (
See
“Principal
Risk Factors --- Counterparty Credit Risk.”) These options may also be illiquid and, in such cases, the Fund may have difficulty
closing out its position. Over-the-counter options purchased and sold by the Fund may also include options on baskets of specific
securities.
Finally, warrants and
rights do not carry with them the right to dividends or voting rights with respect to the securities that they entitle the holder
to purchase, and they do not represent any rights in the assets of the issuer. As a result, warrants and rights may be considered
more speculative than certain other types of equity-like securities. In addition, the values of warrants and rights do not necessarily
change with the value of the underlying securities or commodities and these instruments cease to have value if they are not exercised
prior to their expiration dates.
Technology Company Securities
Under normal market
conditions, the Fund will maintain a significant exposure to the equity securities of companies which derive a major portion of
their revenue directly or indirectly from business lines which benefit, or are expected to benefit from, technological events,
advances or products (“Technology Companies”). Investing in securities of Technology Companies involves additional
risks. These risks include: the fact that certain companies in the Fund’s portfolio may have limited operating histories;
rapidly changing technologies and products which may quickly become obsolete; cyclical patterns in information technology spending
which may result in inventory write-offs, cancellation of orders and operating losses; scarcity of management, engineering and
marketing personnel with appropriate technological training; the possibility of lawsuits related to technological patents; changing
investors’ sentiments and preferences with regard to investments in Technology Companies (which are generally perceived as
risky) with their resultant effect on the price of underlying securities; and volatility in the U.S. and foreign stock markets
which may disproportionately affect the prices of securities of Technology Companies and thus cause the Fund’s performance
to experience substantial volatility. The Fund is thus subject to these and other risks associated with Technology Companies to
a much greater extent than a fund that does not emphasize these investments.
It should be noted that
the Adviser’s definition of “Technology Companies” (as indicated above) covers companies in a broader range of
industries and sectors than those that are more commonly considered technology companies. As a result, the Fund’s portfolio
and performance may not resemble those of funds that are concentrated in more traditional technology companies.
Growth Company Securities
The Fund may invest a substantial portion of its assets in “growth companies.” Investing in growth companies involves substantial risks. Securities of growth companies may perform differently from the stock market as a whole and may be more volatile than other types of stocks. Since growth companies usually
invest
a significant portion of earnings in their businesses, they may lack the dividends of value stocks that can cushion the impact
of declining stock prices in a falling market. Also, earnings disappointments often lead to sharply falling prices for growth
company stocks because investors buy growth company stocks in anticipation of superior earnings growth. Securities of growth companies
may also be more expensive relative to their earnings or assets compared to value or other types of stocks.
Risk of Net-Long Bias
The Fund’s portfolio
may operate with a “net-long bias,”
i.e.
, the dollar value of long positions in the portfolio exceed the dollar
value of short positions. As a result, in a declining equity market environment, operating with a net-long bias could subject the
Fund’s portfolio to more downside volatility than would be the case if the Fund’s portfolio had greater short exposure.
Risk of Short Sales
The Fund may seek maximum
capital appreciation by effecting short sales of securities when the Adviser believes that the market price of a security is above
its estimated intrinsic or fundamental value. For example, the Fund may “short” a security of a company if the Adviser
believes the security is over-valued in relation to the issuer’s prospects for earnings growth. In addition, the Fund may
attempt to limit exposure to a possible market decline in the value of its portfolio securities through short sales of securities
that the Adviser believes possess volatility characteristics similar to those being hedged. At times, the Fund may be exposed significantly
to short positions and, as a result, the dollar value of short positions in the portfolio could exceed the dollar value of long
positions.
To effect a short sale,
the Fund will borrow a security from a brokerage firm to make delivery to the buyer. The Fund is then obligated to replace the
borrowed security by purchasing it at the market price at the time of replacement. Thus, short sales expose the Fund to the risk
that it will be required to buy the security sold short (also known as “covering” the short position) at a time when
the security has appreciated in value, thus resulting in a loss to the Fund. Positions in stocks sold short are more risky than
long positions (purchases) in stocks because the maximum loss on a stock purchased is limited to the amount paid for the stock
plus the transactions costs, where in the case of a short sale, there is no limit on the loss that may be incurred. Moreover, the
amount of any gain achieved through a short sale will be decreased, and the amount of any loss increased, by the amount of any
premium or interest the Fund may be required to pay in connection with a short sale. There is a risk that the borrowed securities
would need to be returned to the brokerage firm on short notice. If a request for return of securities occurs at a time when other
short sellers of the subject security are receiving similar requests, a “short squeeze” can occur, and the Fund might
be compelled, at the most disadvantageous time, to replace borrowed securities previously sold short with purchases on the open
market, possibly at prices significantly in excess of the price at which the securities were sold short. The successful use of
short selling may be adversely affected by imperfect correlation between movements in the price of the security sold short and
the securities being hedged. Short selling may exaggerate the volatility of the Fund’s investment portfolio. Short selling
may also produce higher than normal portfolio turnover and may result in increased transaction costs to the Fund. In addition,
the Fund, as a result of certain short sale transactions, may recognize short term capital gain, which will be passed through to
investors as ordinary income. (
See
“Certain Tax Matters --- Taxation of Short Sales.”)
The Fund may also
make short sales against-the-box, in which it sells short securities it owns or has the right to obtain without payment of additional
consideration. If the Fund makes a short sale against-the-box, it will be required to set aside securities equivalent in-kind and
amount to the securities sold short (or securities convertible or exchangeable into those securities) and will be required to hold
those securities while the short sale is outstanding. The Fund will incur transaction costs, including interest expenses, in connection
with opening, maintaining and closing short sales against-the-box.
When effecting short
sales of securities, the Fund will receive a dollar amount (the “net short proceeds”) equal to the value of the securities
sold short and will deposit and retain such net short proceeds with the brokerage firm through which it effected the short sale
transactions (a “Prime Broker”). Currently, the Fund’s Prime Broker is Morgan Stanley & Co. Incorporated
(“Morgan Stanley”). Credit Suisse Securities (USA) LLC (“Credit Suisse”) now also serves as a Prime Broker.
The Fund may add one or more additional Prime Brokers. The Fund,
each
Prime Broker and The Bank of New York Mellon, the Fund’s custodian, are parties to an agreement in which the Prime Broker
retains custody, on behalf of the Fund, of the cash proceeds from securities sold short. Because the Fund effects short sales
as part of its principal investment strategy, the short proceeds deposited with the Prime Broker could represent a material portion
of the Fund’s total assets. This may expose the Fund to significant risks or difficulty in obtaining access to its assets
in the event of the default or bankruptcy of a Prime Broker. The Adviser will monitor regularly the creditworthiness of a Prime
Broker.
Counterparty Credit
Risk
The Fund will be subject
to counterparty credit risk with respect to its use of total return swap contracts. If a counterparty to a swap contract becomes
bankrupt or otherwise fails to perform its obligations due to financial difficulties, the Fund may experience significant delays
in obtaining any recovery in a bankruptcy or other reorganization proceeding. The Fund may obtain only a limited recovery or may
obtain no recovery in such circumstances. To partially mitigate this risk, the Adviser will seek to effect swap transactions only
with counterparties that it believes are creditworthy. The Adviser will consider the creditworthiness of counterparties in the
same manner as it would review the credit quality of a security to be purchased by the Fund. However, there is no assurance that
a counterparty will remain creditworthy or solvent.
Leverage & Borrowings Risk
The Fund’s investment
program makes frequent use of leverage by borrowing money to purchase securities. (Although the Fund may issue preferred shares,
it has no intention of doing so within the next 12 months.)
The practice of leveraging by borrowing money is speculative
and involves certain risks. Because short sales involve borrowing securities and then selling them, the Fund’s short sales
have the additional effect of leveraging the Fund’s assets.
Purchasing equity securities
on margin involves an initial cash requirement representing at least 50% of the underlying security’s value with respect
to transactions in U.S. markets and varying (typically lower) percentages with respect to transactions in foreign markets. Borrowings
to purchase equity securities typically will be secured by the pledge of those securities. The financing of securities purchases
may also be effected through reverse repurchase agreements with banks, brokers and other financial institutions. This involves
the transfer by the Fund of the underlying security to a counterparty in exchange for cash proceeds based on a percentage (which
can be as high as 95% to 100%) of the value of the debt instrument and, as described below, constitutes indebtedness subject to
limitations of the Investment Company Act of 1940, as amended (the “1940 Act”). Borrowings by the Fund (which do not
include short and derivative transactions) will not exceed 33 ⅓ percent
of the Fund’s total assets.
Although leverage can
increase investment returns if the Fund earns a greater return on the investments purchased with borrowed funds than it pays for
the use of those funds, the use of leverage will decrease investment returns if the Fund fails to earn as much on investments purchased
with borrowed funds as it pays for the use of those funds. The use of leverage will therefore magnify the impact of changes in
the value of investments held by the Fund on the Fund’s net asset value and thus can increase the volatility of the Fund’s
net asset value per share. In the event that the Fund’s portfolio investments decline in value, the Fund could be subject
to a “margin call” and will be required to deposit additional collateral with the lender or suffer mandatory liquidation
of securities pledged as collateral for its borrowings. In the event of a sudden, precipitous drop in value of the Fund’s
assets, the Fund might not be able to liquidate assets quickly enough to pay off its borrowing. Leverage also creates interest
expense that may lower the Fund’s overall returns. Money borrowed for leveraging will be subject to interest costs that may
or may not be recovered by return on the securities purchased. The Fund also may be required to maintain minimum average balances
in connection with its borrowings or to pay a commitment or other fee to maintain a line of credit; either of these requirements
would increase the cost of borrowing over the stated interest rate.
The 1940 Act requires
the Fund to satisfy an asset coverage requirement of 300% of its indebtedness, including amounts borrowed, measured at the time
the Fund incurs the indebtedness (the “Asset Coverage Requirement”). This means that the value of the Fund’s
total indebtedness may not exceed one-third the value of its total assets (including such indebtedness), measured at the time the
Fund incurs the indebtedness. The staff of the Securities and Exchange Commission’s Division of Investment Management (the
“SEC Staff”) takes the position that short sales of securities, reverse repurchase agreements, use of margin, sales
of put and call options on
specific
securities or indices, investments in certain other types of instruments (including certain derivatives such as swap agreements),
and the purchase and sale of securities on a when-issued or forward commitment basis, may be deemed to constitute indebtedness
subject to the Asset Coverage Requirement.
The SEC Staff has stated,
however, that it will not deem a portfolio position involving these instruments to be subject to the Asset Coverage Requirement
if an investment company “covers” its position by segregating liquid securities on its books or in an account with
its custodian in amounts sufficient to offset the liability associated with the position. Generally, in conjunction with portfolio
positions that are deemed to constitute senior securities, the Fund must: (1) observe the Asset Coverage Requirement; (2) maintain
daily a segregated account in cash or liquid securities at such a level that the amount segregated plus any amounts pledged to
a broker as collateral will equal the current value of the position; or (3) otherwise cover the portfolio position with offsetting
portfolio securities. Segregation of assets or covering portfolio positions with offsetting portfolio securities may limit the
Fund’s ability to otherwise invest those assets or dispose of those securities. With respect to “covering” a
total return swap or other cash settled derivatives transaction, the Fund may set aside liquid assets in an amount equal only to
the Fund’s net payment obligation, marked to market daily, rather than the notional value of the transaction (which will
allow the Fund to employ a greater amount of leverage in connection with its investment program).
In order to obtain “leveraged”
market exposure in certain investments and to increase the overall return to the Fund of various investments, the Fund may purchase
options and other synthetic instruments that do not constitute “indebtedness” for purposes of the Asset Coverage Requirement.
These instruments may nevertheless involve significant economic leverage and therefore may, in some cases, involve significant
risks of loss. (
See
“Special Investment Instruments and Techniques” in the Fund’s statement of additional
information (“SAI”).)
U.S. federal legislation
has recently been enacted that provides for new clearing, margin, reporting and registration requirements for participants in the
derivatives market. While the ultimate impact is not yet clear, these changes could restrict and/or impose significant costs or
other burdens upon the Fund’s participation in derivatives transactions.
There is no guarantee
that a leveraging strategy will be successful.
Market Capitalization Risk
The Adviser will invest
the Fund’s assets in equity securities without regard to the issuer’s market capitalization. Accordingly, the Fund
may invest significantly in the stocks of companies having smaller market capitalizations, including mid-cap and small-cap stocks.
The stocks of these companies often have less liquidity than the stocks of larger companies and these companies frequently have
less management depth, narrower market penetrations, less diverse product lines, and fewer resources than larger companies. Due
to these and other factors, stocks of smaller companies may be more susceptible to market downturns and other events, and their
prices may be more volatile than the stocks of larger companies.
Foreign Investment Risk
The Fund may invest
without limitation in securities of foreign issuers and in depositary receipts, such as American Depositary Receipts (“ADRs”),
that represent indirect interests in securities of foreign issuers. Securities of foreign issuers in which the Fund may invest
may be listed on foreign securities exchanges or traded in foreign over-the-counter markets. The Adviser defines “foreign
issuers” as companies that derive a majority of their revenue or profits from foreign businesses, investments or sales, or
that have a substantial portion of their operations or assets abroad. Since there are companies that may be legally organized or
have principal offices located in the U.S. that derive a majority of their revenue or profits from foreign businesses, investments
or sales, or that have a substantial portion of their operations or assets abroad, such companies are also considered to be “foreign
issuers” for these purposes.
Risk factors affecting
foreign investments include, but are not limited to, the following: varying custody, brokerage and settlement practices; difficulty
in pricing; less public information about issuers of foreign
securities;
less governmental regulation and supervision over the issuance and trading of securities than in the U.S.; the unavailability
of financial information regarding the foreign issuer or the difficulty of interpreting financial information prepared under foreign
accounting standards; less liquidity and more volatility in foreign securities markets; the possibility of expropriation or nationalization;
the imposition of withholding and other taxes; adverse political, social or diplomatic developments; limitations on the movement
of funds or other assets of the Fund between different countries; difficulties in invoking legal process abroad and enforcing
contractual obligations; and the difficulty of assessing economic trends in foreign countries. Moreover, governmental issuers
of foreign securities may be unwilling to repay principal and interest due, and may require that the conditions for payment be
renegotiated. Investment in foreign countries also involves higher brokerage and custodian expenses than does investment in U.S.
securities.
Other risks of investing
in foreign securities include changes in currency exchange rates (in the case of securities that are not denominated in U.S. dollars)
and currency exchange control regulations or other foreign or U.S. laws or restrictions, or devaluations of foreign currencies.
A decline in the exchange rate would reduce the value of certain of the Fund’s foreign currency denominated portfolio securities
irrespective of the performance of the underlying investment. In addition, the Fund may incur costs in connection with conversion
between various currencies. The Fund may also invest in companies located in, or doing business in, emerging or less developed
countries. These investments are typically subject to the foregoing risks to a much greater degree than investments in developed
countries and thus, investments in less developed countries could potentially increase volatility of the Fund’s net asset
value. There is no limit on the amount of the Fund’s assets that may be invested in companies located or doing business in
emerging market countries.
The Fund may enter into
forward currency exchange contracts (“forward contracts”) for hedging purposes and non-hedging purposes to pursue its
investment objective. Forward contracts are transactions involving the Fund’s obligation to purchase or sell a specific currency
at a future date at a specified price. Forward contracts may be used by the Fund for hedging purposes to protect against uncertainty
in the level of future foreign currency exchange rates, such as when the Fund anticipates purchasing or selling a foreign security.
This technique would allow the Fund to “lock in” the U.S. dollar price of the security. Forward contracts may also
be used to attempt to protect the value of the Fund’s existing holdings of foreign securities. There may be, however, imperfect
correlation between the Fund’s foreign securities holdings and the forward contracts entered into with respect to those holdings.
Forward contracts may also be used for non-hedging purposes to pursue the Fund’s investment objective (subject to any policies
established by the board of trustees of the Fund (the “Board”)), such as when the Adviser anticipates that particular
foreign currencies will appreciate or depreciate in value, even though securities denominated in those currencies are not then
held in the Fund’s investment portfolio. There is no requirement that the Fund hedge all or any portion of its exposure to
foreign currency risks.
Non-Diversified Status
The Fund is a “non-diversified”
investment company. Thus, there are no percentage limitations imposed by the 1940 Act on the portion of the Fund’s assets
that may be invested in the securities of any one issuer. The portfolio of the Fund may therefore be subject to greater risk than
the portfolio of a similar fund that diversifies its investments.
ADDITIONAL RISK FACTORS
The Incentive Fee
The Incentive Fee (as
described below) may create an incentive for the Adviser to cause the Fund to make investments that are riskier or more speculative
than those that might have been made in the absence of the Incentive Fee. In addition, the Adviser may time investments in order
to maximize income under the Incentive Fee. While the Board does not monitor specific investment decisions by the Adviser and the
particular timing of individual investment decisions as they relate to the Incentive Fee, the Board, as part of its fiduciary duties
and responsibilities under the 1940 Act (relating to future determinations as to whether to renew the investment advisory agreement
with the Adviser), expects to consider whether the Incentive Fee is fair and reasonable.
The Incentive Fee is
accrued daily as a liability of the Fund and so reduces the net asset value of all shares. The repurchase price received by a shareholder
whose shares are repurchased in a repurchase offer will reflect an Incentive Fee accrual if the Fund has experienced positive performance
through the date of repurchase. However, the Fund will not accrue an Incentive Fee for any period unless it has fully recovered
any cumulative losses from prior fiscal periods. This is sometimes known as a “high water mark.” An Incentive Fee accrual
may subsequently be reversed if the Fund’s performance declines. No adjustment to a repurchase price will be made after it
has been determined.
Whenever shares are
repurchased in a repurchase offer, or the Fund pays a dividend or a distribution, the amount of any cumulative loss will be reduced
in proportion to the reduction in the Fund’s assets paid in respect of such repurchase or in respect of such dividend or
distribution. For example, if the Fund has a cumulative loss of $5 million, and 5% of the Fund’s shares are repurchased in
a repurchase offer (meaning that 5% of the Fund’s assets are paid out to tendering shareholders), then the amount of the
cumulative loss will be reduced by 5% (or $250,000) to $4,750,000. Under this scenario, the Fund will not accrue an Incentive Fee
until it recovers the cumulative loss of $4,750,000. However, the amount of any cumulative loss incurred by the Fund will not be
increased by any sales of shares (including shares issued as a result of the reinvestment of dividends and distributions). Consequently,
as the number of outstanding shares increases, the per-share amount (but not the dollar amount) of a cumulative loss will be reduced.
As a result, if a shareholder does not reinvest its distributions, the benefits that such shareholder would receive from a cumulative
loss (if any) will be diluted. This means that an investor’s investment may bear a higher percentage Incentive Fee than it
otherwise would. (
See
“Additional Risk Factors --- Repurchase Offers,” “Fees and Expenses --- Incentive
Fee,” and “Repurchase Offers --- Consequences of Repurchase Offers.”)
The application of the
Incentive Fee may not correspond to a particular shareholder’s experience in the Fund because aggregate cumulative appreciation
is calculated on an overall basis allocated equally to each outstanding share. For example, a shareholder may acquire shares after
the Fund’s trading has resulted in a cumulative loss. If so, that shareholder’s shares will not be subject to having
their net asset value reduced by the Incentive Fee until sufficient gains have been achieved to exceed such losses, despite the
fact that all gains allocated to such shares from the date of purchase will constitute aggregate cumulative appreciation in respect
of such shares. Conversely, the shares which had been outstanding when such losses were incurred may be subject to having their
net asset value reduced by the Incentive Fee, even though the net asset value per share is below the net asset value at which such
shares were issued. In addition, when shares are issued at a net asset value reduced by the accrued Incentive Fee and such accrued
Incentive Fee is subsequently reversed due to trading losses, the reversal will be allocated equally among all outstanding shares
(increasing the net asset value per share), including those shares whose purchase price had not itself been reduced by the accrued
Incentive Fee being reversed.
Very few investment
advisers to registered investment companies receive an incentive fee similar to that to which the Adviser is entitled. However,
the Incentive Fee is comparable to performance-based fees charged by private funds. While the Board does not monitor specific investment
decisions by the Adviser and the particular timing of individual investment decisions as they relate to the Incentive Fee, the
Board, as part of its fiduciary duties and responsibilities under the 1940 Act (relating to future determinations as to whether
to renew the investment advisory agreement with the Adviser), will consider whether the Incentive Fee is fair and reasonable.
Repurchase Offers
The Fund offers to purchase
only a portion of its shares each quarter, and there is no guarantee that investors will be able to sell all of their shares that
they desire to sell in any particular repurchase offer. If a repurchase offer is oversubscribed by shareholders, the Fund will
repurchase only a pro rata portion of shares tendered by each shareholder. The potential for pro-ration may cause some investors
to tender more shares for repurchase than they wish to have repurchased. (
See
“Repurchase Offers --- Oversubscribed
Repurchase Offer.”)
The Fund’s repurchase
policy may have the effect of decreasing the size of the Fund over time from what it otherwise would have been. It may, therefore,
force the Fund to sell assets it would not otherwise sell. It may also reduce the investment opportunities available to the Fund
and cause its expense ratio to increase.
The Incentive Fee is
accrued as an expense of the Fund daily and thus reduces the net asset value of all shares. The repurchase price received by an
investor whose shares are repurchased in a quarterly repurchase offer will therefore reflect an accrual for the Incentive Fee if
the Fund has experienced an increase in net assets due to investment operations from the beginning of the fiscal period through
the date of repurchase. However, that Incentive Fee accrual may subsequently be reversed if the Fund’s performance declines.
No adjustment to a repurchase price will be made after it has been fixed. (
See
“Repurchase Offers --- Consequences
of Repurchase Offers.”)
Limited Operating History
Each of the Fund (which
commenced operations on March 1, 2010) and the Adviser has a limited operating history upon which investors can evaluate its performance.
However, the Adviser’s sole member, Alkeon Capital Management, LLC (“Alkeon”), as well as the Fund’s portfolio
manager, Mr. Panayotis (“Takis”) Sparaggis (the “Portfolio Manager”), and other personnel of the Adviser
have substantial experience in managing investment portfolios, including portfolios primarily composed of equity securities. In
addition, Mr. Sparaggis manages investment funds and accounts that have investment programs that are substantially similar to the
investment program of the Fund. (
See
“Performance Information” and “Management of the Fund.”)
Liquidity Risks
The Fund has no plans
to list its shares on any securities exchange, and there is no assurance that any secondary market will develop for the Fund’s
shares. Shares may be held only through Mainsail Group, L.L.C. (“Mainsail” or the “Underwriter”) or a broker
or dealer that has entered into a selling agreement with an Underwriter. Shareholders will be unable to redeem shares on a daily
basis because the Fund is a closed-end fund. Although the Fund offers to repurchase shares on a quarterly basis, a shareholder
may not be able to liquidate its investment in the Fund within a timeframe suitable to that shareholder. (
See
“Repurchase
Offers.”) In addition, shares are subject to transfer restrictions that permit transfers only to persons who are Qualified
Investors (as defined herein) and to accounts with a broker or dealer that has entered into a selling agreement with an Underwriter.
Brokers, dealers or an Underwriter may require substantial documentation in connection with a requested transfer of shares, and
shareholders should not expect that they will be able to transfer shares at all. Attempted transfers may require a substantial
amount of time to effect. Shares of the Fund may not be exchanged for shares of any other fund. An investment in the Fund is suitable
only for investors who can bear the risks associated with the limited liquidity of the shares and should be viewed as a long-term
investment.
Regulatory Risk
Changes in government
regulations may adversely affect the value of a security. An insufficiently regulated market might also permit inappropriate practices
that adversely affect an investment. Recent legal and regulatory changes, and additional legal and regulatory changes in the future,
may substantially affect over-the-counter derivatives markets and such changes may impact the Fund’s use of such instruments,
to the extent such instruments are used by the Fund. In particular, the Dodd-Frank Wall Street Reform and Consumer Protection Act,
enacted in July 2010, introduces a variety of new restrictions on the securities markets and imposes additional regulations on
the trading of over-the-counter derivatives and swaps. The full effect of this and future legislation cannot yet be known.
Market Disruption and Geopolitical Risk
The Fund is subject
to the risk that geopolitical events may disrupt securities markets and adversely affect global economies and markets generally.
War, terrorism and related geopolitical events have led, and in the future may lead, to increased short-term market volatility
and may have adverse long-term effects on U.S. and world economies and markets generally. Those events, as well as other changes
in foreign and domestic political and economic conditions could also adversely affect individual issuers or related groups of issuers,
securities markets, interest rates, credit ratings, inflation, investor sentiment and other factors affecting the value of the
Fund’s investments. At such times, the Fund’s exposure to the risks described elsewhere in this Prospectus can increase
and it may be difficult for the Fund to implement its investment program for a period of time.
European Union Sovereign Default Risk
Recent global markets
and economic conditions have been negatively impacted by the ability of certain European Union (“EU”) member states
to service their sovereign debt obligations. If the fiscal obligations of these EU member states continue to exceed their fiscal
revenue, taking into account the reactions of the credit and swap markets, the ability of such member states to service their debt
in a cost efficient manner will be impaired. The continued uncertainty over the outcome of various EU governments’ financial
support programs and the possibility that other EU member states may experience similar financial troubles could further disrupt
global markets. In particular, it has disrupted and could continue in the future to disrupt equity and fixed income markets and
result in volatile bond yields on the sovereign debt of EU members. The issues arising out of the current sovereign debt crisis
may transcend Europe, cause investors to lose confidence in the safety and soundness of European financial institutions and the
stability of European member economies, and likewise affect U.S. based financial institutions, the stability of the global financial
markets and any economic recovery. If an EU member state were to default on its obligations or seek to leave the Eurozone, the
impact on the financial and currency markets would be significant and could impact materially all financial institutions, including
the Fund. Continued adverse conditions in the fixed income debt markets in these countries for an extended period of time, particularly
if left unmitigated by policy measures, could have an adverse effect on the Fund, including the liquidity of its portfolio.
Potential Conflicts of Interest
The investment activities
of the Adviser and its affiliates for their own accounts and for other accounts they manage (collectively, “Other Accounts”)
may give rise to conflicts of interest that may disadvantage the Fund. The Fund has no interest in these other activities of the
Adviser and its affiliates. As a result of the foregoing, the persons that manage the Fund’s investments and their associated
investment firms and their affiliates: (i) will be engaged in substantial activities other than on behalf of the Adviser and the
Fund, (ii) may have differing economic interests in respect of such activities, and (iii) may have conflicts of interest in allocating
their time and activity between the Fund and Other Accounts. Such persons will devote only so much of their time to the management
of the Fund’s investments as in their judgment is necessary and appropriate.
There may be circumstances
under which the Adviser or its associated firms will cause one or more of their Other Accounts to commit a different percentage
of their respective assets to an investment opportunity than to which the Adviser will commit the Fund’s assets. There also
may be circumstances under which the Adviser or its associated firms will consider participation by their Other Accounts in investment
opportunities in which the Adviser does not intend to invest on behalf of the Fund, or vice versa. In addition, Mainsail and its
affiliates may provide brokerage and other services from time to time to one or more accounts or entities managed by the Adviser
or its affiliates. The Adviser will not purchase securities or other property from, or sell securities or other property to, the
Fund. It should be noted that the Fund is affiliated with Mainsail, a broker-dealer owned by Mr. Sparaggis, which employs certain
employees of Alkeon. Mainsail acts as the distributor for the Fund. Neither Alkeon nor the Adviser direct trades for the Fund or
any other investment funds to Mainsail. (
See
“Potential Conflicts of Interest” and “Brokerage.”)
THE FUND
The Fund is registered
under the 1940 Act as a non-diversified, closed-end management investment company. The Fund was organized under a Certificate of
Trust on June 26, 2009 in the State of Delaware and commenced operations on March 1, 2010. The Fund’s principal office is
located at 350 Madison Avenue, 9th Floor, New York, New York 10017, and its telephone number is (212) 389-8713. The Adviser, SilverBay
Capital Management LLC, a Delaware limited liability company that is registered as an investment adviser with the Securities and
Exchange Commission (the “SEC”) under the Investment Advisers Act of 1940 (the “Advisers Act”), serves
as the investment adviser of the Fund. The Adviser is controlled by its sole member, Alkeon, which is registered with the SEC as
an investment adviser. Mr. Sparaggis, the controlling person and Chief Investment Officer of Alkeon, serves as the Fund’s
Portfolio Manager. Responsibility for the overall management and supervision of the operations of the Fund is vested in the individuals
who serve on the Board. (
See
“Management of the Fund --- The Board of Trustees” herein and “Management
of the Fund” in the SAI.)
USE
OF PROCEEDS
The proceeds of this
offering, excluding the amount of any sales load paid by shareholders (if applicable) and net of the Fund’s ongoing fees and expenses,
will be invested in accordance with the Fund’s program as soon as practicable after each monthly closing of such offering or at
such other times as may be determined by the Board.
Pending the investment
of the proceeds of any offering in securities and other investments consistent with the Fund’s investment program, the Fund may,
during periods of adverse market conditions in the equity securities markets, deviate from its investment objective and invest
all or a portion of its assets in high quality debt securities, money market instruments, or hold its assets in cash. The Fund
may be prevented from achieving its objective during any time in which the Fund’s assets are not substantially invested in accordance
with its principal investment strategies.
INVESTMENT
PROGRAM
Investment Objective and Policies
The Fund’s investment
objective is to achieve maximum capital appreciation. No assurance can be given that the Fund will achieve its investment objective
or that shareholders will not lose money.
The Fund’s investment
objective is fundamental and may not be changed without the approval of shareholders. However, except as otherwise stated in this
prospectus (the “Prospectus”) or in the SAI, the investment policies and restrictions of the Fund are not fundamental
and may be changed by the Board without a vote of shareholders. The Fund’s fundamental investment policies and restrictions are
listed in the SAI. Its principal investment strategies are discussed below. The Fund may change any investment policy or strategy
that is not fundamental, if the Board believes doing so would be consistent with the Fund’s investment objective.
Principal Investment Strategies
& Methodology
The Fund pursues its
investment objective by investing its assets primarily in equity securities of U.S. and foreign companies that the Adviser believes
are well positioned to benefit from demand for their products or services, including companies that can innovate or grow rapidly
relative to their peers in their markets. “Growth companies” are generally considered to possess these characteristics.
For purposes of the Fund’s investment program, “equity securities” means common and preferred stocks (including IPO securities),
convertible securities, stock options (call and put options), warrants and rights. The Adviser will invest the Fund’s assets in
equity securities without regard to the issuer’s market capitalization.
Common Stocks
.
Common stocks are shares of a corporation or other entity that entitle the holder to a pro rata share of the profits, if any, of
the entity without preference over any other shareholder or claim of shareholders, after making required payments to holders of
the entity’s preferred stock and other senior equity. Common stock usually carries with it the right to vote and frequently an
exclusive right to do so.
Short Sales
.
The Fund may seek maximum capital appreciation by effecting short sales of securities when the Adviser believes that the market
price of a security is above its estimated intrinsic or fundamental value. The Fund may also effect short sales for hedging purposes.
Leverage
.
Depending upon market conditions and the availability of suitable investment opportunities, the Fund may utilize leverage
as part of its investment program by borrowing money to purchase securities.
The use of short sales
and leverage are considered speculative investment practices and involve certain risks. (
See
“Principal Risk Factors
--- Risk of Short Sales” and ” --- Leverage & Borrowings Risk.”)
Total Return Swaps
.
The Adviser may use total return swaps to pursue the Fund’s investment objective of maximum capital appreciation. In comparison
to certain direct long or short transactions, total return swap transactions can sometimes offer more advantageous financing costs
and/or a more efficient means of gaining exposure to certain foreign markets where direct investment may be restricted or cost
prohibitive. The Adviser may also use these swaps for hedging purposes. A swap is a contract under which two parties agree to make
periodic payments to each other based on specified interest rates, an index or the value of some other instrument, applied to a
stated, or “notional,” amount. Swaps generally can be classified as interest rate swaps, currency swaps, commodity swaps,
total return swaps or equity swaps, depending on the type of index or instrument used to calculate the payments. Such swaps would
increase or decrease the Fund’s investment exposure to the particular interest rate, currency, commodity or equity involved. Total
return swaps are where one party exchanges a cash flow indexed (on a long or short basis) to a non-money market asset (
e.g.
,
an equity security). (The use of swaps other than total return swaps is not currently a principal investment strategy of the Fund.)
Preferred Stocks
.
Preferred stock generally has a preference over an issuer’s common stock as to dividends and in the event of liquidation, but it
ranks junior to debt securities in an issuer’s capital structure. Preferred stock generally pays dividends in cash (or additional
shares of preferred stock) at a defined rate, but unlike interest payments on debt securities, preferred stock dividends are payable
only if declared by the issuer’s board of directors. Dividends on preferred stock may be cumulative, meaning that, in the event
the issuer fails to make one or more dividend payments on the preferred stock, no dividends may be paid on the issuer’s common
stock until all unpaid preferred stock dividends have been paid. Preferred stock may also be subject to optional or mandatory redemption
provisions.
IPO Securities
.
The Fund may purchase securities of companies in initial public offerings (
i.e.
, “IPO securities”) or shortly
thereafter. Special risks associated with these securities may include a limited number of shares available for trading, unseasoned
trading, lack of investor knowledge of the issuer, and limited operating history. (
See
“Principal Risk Factors ---
Market Capitalization Risk.”)
Convertible
Securities
. Convertible securities are bonds, debentures, notes, preferred stocks or other securities that may be converted
into or exchanged for a specified amount of common stock of the same or different issuer within a particular period of time at
a specified price or formula. A convertible security entitles the holder to receive interest that is generally paid or accrued
on debt or a dividend that is paid or accrued on preferred stock until the convertible security matures or is redeemed, converted
or exchanged. Convertible securities have unique investment characteristics, in that they generally: (1) have higher yields than
common stocks, but lower yields than comparable non-convertible securities, (2) are less subject to fluctuation in value than the
underlying common stock due to their fixed-income characteristics, and (3) provide the potential for capital appreciation if the
market price of the underlying common stock increases.
Call and Put Options
on Individual Securities
. The Fund may purchase call and put options in respect of specific securities, and may write and
sell covered or uncovered call and put options for hedging purposes and non-hedging purposes to pursue its investment objective.
A put option gives the purchaser of the option the right to sell, and obligates the writer to buy, the underlying security at a
stated exercise price at any time prior to the expiration of the option. Similarly, a call option gives the purchaser of the option
the right to buy, and obligates the writer to sell, the underlying security at a stated exercise price at any time prior to the
expiration of the option. A covered call option written by the Fund is a call option with respect to which the Fund owns the underlying
security. A covered put option written by the Fund is a put option with respect to which cash or liquid securities have been placed
in a segregated account on the Fund’s books or with the Fund’s custodian to fulfill the obligation undertaken.
The Fund may close out
a position when writing options by purchasing an option on the same security with the same exercise price and expiration date as
the option that it has previously written on the security. The Fund will realize a profit or loss if the amount paid to purchase
an option is less or more, as the case may be, than the amount received from the sale thereof. To close out a position as a purchaser
of an option, the Fund would ordinarily make a similar “closing sale transaction,” which involves liquidating the Fund’s
position by selling the option previously purchased, although the Fund would be entitled to exercise the option should it deem
it advantageous to do so. The Fund may also invest in so-called “synthetic” options or other derivative instruments written
by broker-dealers. (
See
“Principal Risk Factors --- Derivatives Risk.”)
Options transactions
may be effected on securities exchanges or in the over-the-counter market. Over-the-counter options purchased and sold by the Fund
may also include options on baskets of specific securities.
Warrants and Rights
.
Warrants are derivative instruments that permit, but do not obligate, the holder to subscribe for other securities or commodities.
Rights are similar to warrants, but normally have a shorter duration and are offered or distributed to shareholders of a company.
Historically, Alkeon,
the sole member of the Adviser, has found significant opportunities for maximum capital appreciation in the equity securities of
Technology Companies. Conversely, Alkeon has also found opportunities for maximum capital appreciation in the equity securities
of companies that are, or may be expected to be, disadvantaged by technological events, advances or products. As a result, these
companies, together with Technology Companies, are expected to comprise a significant portion of the Fund’s portfolio. The Fund’s
investment program may also include investments in the equity securities of companies in a variety of other industries and sectors.
In making investment
decisions for the Fund, the Adviser uses fundamental investment analysis and in-depth research to identify attractive investment
opportunities. The Adviser’s investment process involves a research driven, bottom-up analysis of a security’s potential for appreciation
or depreciation, and includes consideration of the financial condition, earnings outlook, and strategy, management and industry
position of issuers. This analytical process involves the use of valuation models, review and analysis of published research and,
in some cases, discussions with industry experts and company visits. The Adviser also takes into account economic and market conditions.
The Fund reserves the
right to alter or modify some or all of the Fund’s investment strategies in order to take advantage of changing market conditions,
when the Adviser, in its sole discretion, concludes that such alterations or modifications will enable the Fund to meet its investment
objective.
The Fund’s investment
program emphasizes active management of the Fund’s portfolio. Consequently, the Fund’s portfolio turnover and brokerage commission
expenses may significantly exceed those of other registered investment companies. Additionally, a high portfolio turnover rate
(one that exceeds 100% in our view) may result in the realization of capital gains, including short-term gains which will be taxable
to shareholders as ordinary income.
(
See
“Principal Risk Factors --- Active Management Risk.”)
Additional information
about the types of investments that may be made by the Fund is provided in the SAI.
NON-PRINCIPAL
FUND INVESTMENT PRACTICES AND THEIR RISKS
Although the Fund’s
principal investment strategy is to invest primarily in equity securities of U.S. and foreign companies, the Fund may invest its
assets in other types of securities and in other asset classes when, in the judgment of the Adviser (subject to any policies established
by the Board), such investments present opportunities for the Fund to achieve maximum capital appreciation, taking into account
the availability of equity investment opportunities, market conditions, the relative risk/reward analysis of other investments
compared to equity securities, and such other considerations as the Adviser deems appropriate. Information regarding these additional
investments, and the risks associated with them, is discussed below and in the SAI.
Bonds and Other Fixed-Income Securities
The Fund may invest
without limit in high quality fixed-income securities for temporary defensive purposes and to maintain liquidity. (
See
“Temporary
Investments; U.S. Government Securities Risk” below for more information.) For these purposes, “fixed-income securities”
are bonds, notes and debentures issued by corporations; debt securities issued or guaranteed by the U.S. Government or one of its
agencies or instrumentalities (“U.S. Government Securities”) or by a foreign government; municipal securities; and mortgage-backed
and asset-backed securities. These securities may pay fixed, variable or floating rates of interest, and may include zero coupon
obligations. Fixed-income securities are subject to the risk of the issuer’s inability to meet principal and
interest payments
on its obligations (
i.e.
, credit risk) and are subject to price volatility due to such factors as interest rate sensitivity,
market perception of the creditworthiness of the issuer and general market liquidity (
i.e.
, market risk).
The Fund may also invest
in both investment grade and non-investment grade debt securities. Investment grade debt securities are securities that have received
a rating from at least one nationally recognized statistical rating organization (“NRSRO”) in one of the four highest
rating categories or, if not rated by any NRSRO, have been determined by the Adviser to be of comparable quality. Non-investment
grade debt securities (typically called “junk bonds”) are securities that have received a rating from an NRSRO of below
investment grade or have been given no rating, and are considered by the NRSRO to be predominantly speculative with respect to
the issuer’s capacity to pay interest and repay principal. Non-investment grade debt securities in the lowest rating categories
may involve a substantial risk of default or may be in default. Adverse changes in economic conditions or developments regarding
the individual issuer are more likely to cause price volatility and weaken the capacity of the issuers of non-investment grade
debt securities to make principal and interest payments than is the case for higher grade debt securities. An economic downturn
affecting an issuer of non-investment grade debt securities may result in an increased incidence of default. In addition, the market
for lower grade debt securities may be thinner and less active than for higher grade debt securities. The Fund does not expect
to invest more than 15% of its net assets in non-convertible debt securities. The Fund’s investments in non-investment grade debt
securities, if any, are not expected to exceed 5% of its net assets.
Exchange Traded Funds and Other Similar Instruments
The Fund may purchase
retail shares of exchange-traded funds that are registered under the 1940 Act (“ETFs”) and retail shares of similar investment
vehicles that are not registered under the 1940 Act (together with the ETFs, “Traded Funds”) and effect short sales of
these shares. Transactions in Traded Funds may be used in seeking maximum capital appreciation or for hedging purposes. Typically,
a Traded Fund holds a portfolio of common stocks designed to track the performance of a particular index or a “basket”
of stocks of companies within a particular industry sector or group. Traded Funds sell and redeem their shares at net asset value
in large blocks (typically 50,000 shares) called “creation units.” Shares representing fractional interests in these
creation units are listed for trading on national securities exchange and can be purchased and sold in the secondary market in
lots of any size at any time during the trading day (
i.e.
, retail shares). The Adviser does not anticipate purchasing creation
units.
Investments in Traded
Funds involve certain inherent risks generally associated with investments in a broadly-based portfolio of stocks including risks
that the general level of stock prices may decline, thereby adversely affecting the value of each unit of the Traded Funds. In
addition, a Traded Fund may not fully replicate the performance of its benchmark index because of the temporary unavailability
of certain index securities in the secondary market or discrepancies between the Traded Fund and the index with respect to the
weighting of securities or number of stocks held.
Because Traded Funds
bear various fees and expenses, the Fund’s investment in these instruments will involve certain indirect costs, as well as transaction
costs, such as brokerage commissions. The Adviser considers the expenses associated with an investment in determining whether to
invest in a Traded Fund.
Temporary Investments; U.S. Government Securities Risk
During periods of adverse
market conditions in the equity securities markets, the Fund may deviate from its investment objective and invest all or a portion
of its assets in high quality debt securities, money market instruments, or hold its assets in cash. Securities will be deemed
to be of high quality if they are rated in the top four categories by an NRSRO or, if unrated, are determined to be of comparable
quality by the Adviser. Money market instruments are high quality, short-term debt obligations (which generally have remaining
maturities of one year or less), and may include: U.S. Government Securities; commercial paper; certificates of deposit and banker’s
acceptances issued by domestic branches of United States banks that are members of the Federal Deposit Insurance Corporation (“FDIC”);
and repurchase agreements for U.S. Government Securities. In lieu of purchasing money market instruments, the Fund may purchase
shares of money market mutual funds that invest primarily in U.S.
Government Securities and repurchase agreements involving those
securities, subject to certain limitations imposed by the 1940 Act.
The Fund may also invest
in money market instruments or purchase shares of money market mutual funds pending investment of its assets in equity securities
or non-money market debt securities, or to maintain such liquidity as may be necessary to effect repurchases of shares from shareholders
or for other purposes.
It is possible that
the U.S. Government would not provide financial support to its agencies or instrumentalities if it were not required to do so by
law. If a U.S. Government agency or instrumentality in with the Fund invests defaults and the U.S. Government does not stand behind
the obligation, the Fund’s share price or yield could fall. The U.S. Government’s guarantee of ultimate payment of principal and
timely payment of interest of the U.S. Government Securities owned by the Fund does not imply that the Fund’s shares are guaranteed
by the FDIC or any other government agency, or that the price of the Fund’s shares will not continue to fluctuate.
PERFORMANCE
INFORMATION
The Fund, which commenced
operations on March 1, 2010, has a limited operating history, and its performance record for that period is reflected in Appendix
B. However, for a much longer period, Mr. Panayotis (“Takis”) Sparaggis, the Fund’s Portfolio Manager, has been managing
other accounts in accordance with an investment strategy that is substantially similar to that of the Fund. Appendix B also contains
investment performance for such an account, from its inception. (This account represents the longest track record available among
all similarly managed accounts by Mr. Sparaggis.)
This longer track record performance information in Appendix B should not
be viewed as the actual performance of the Fund nor is it indicative of the future investment performance of the Fund.
Prospective
investors should carefully read the notes accompanying the investment performance charts in Appendix B.
Past performance is
not a guarantee of future performance
. The Fund’s fiscal year return during its limited operating history is also shown in
its “Financial Highlights” above. Performance of the Fund will vary based on many factors, including market conditions,
the composition of the Fund’s portfolio and the Fund’s expenses.
MANAGEMENT
OF THE FUND
The Board of Trustees
The Board has overall
responsibility for the management and supervision of the operations of the Fund. The Board has delegated responsibility for management
of the Fund’s day-to-day operations to the Adviser. (
See
“Management of the Fund --- The Adviser.”) The Board
exercises the same powers, authority and responsibilities on behalf of the Fund as are customarily exercised by the board of directors
of a registered investment company organized as a corporation.
The persons comprising
the Board (the “Trustees”) are not required to invest in the Fund or to own shares. A majority of the Trustees are persons
who are not “interested persons” (as defined in the 1940 Act) of the Fund (the “Independent Trustees”). The
Independent Trustees perform the same functions for the Fund as are customarily exercised by the non-interested directors of a
registered investment company organized as a corporation.
The identity of the
Trustees and officers of the Fund and brief biographical information regarding each Trustee and officer during the past five years
is set forth in the SAI.
The Adviser
The Adviser serves as
the Fund’s investment adviser, subject to the ultimate supervision of and subject to any policies or procedures established by
the Board, pursuant to the terms of an investment advisory agreement entered into between the Fund and the Adviser effective as
of December 8, 2009 (the “Advisory Agreement”). The Adviser is responsible for: (i) developing and implementing the Fund’s
investment program, (ii) managing the Fund’s investment portfolio and making all decisions regarding the purchase and sale of investments
for the Fund, and (iii) providing various management and administrative services to the Fund. The Adviser will
monitor the Fund’s
compliance with all applicable investment limitations, including those imposed by the 1940 Act. (Additional information regarding
the Advisory Agreement is provided in the SAI under “Investment Advisory and Other Services.”)
The Adviser, a Delaware
limited liability company, is registered as an investment adviser under the Advisers Act. Affiliates of the Adviser will serve
as investment advisers, sub-advisers or general partners to other registered and private investment companies. The offices of the
Adviser are located at 350 Madison Avenue, 9th Floor, New York, New York 10017, and its telephone number is (212) 389-8713. The
Adviser is controlled by its sole member, Alkeon. Alkeon is a Delaware limited liability company that commenced operations on January
1, 2002 and is registered as an investment adviser under the Advisers Act. The offices of Alkeon are located at 350 Madison Avenue,
9th Floor, New York, New York 10017, and its telephone number is (212) 389-8710. As of February 1, 2013, Alkeon managed approximately
$4 billion of client assets in its global growth equity strategies, including several registered investment companies and private
investment funds.
Portfolio Management
Mr. Sparaggis, the controlling
person and Chief Investment Officer of Alkeon, serves as the Fund’s principal Portfolio Manager and as the lead member of the Adviser’s
Investment Team. Other members of the Investment Team assist Mr. Sparaggis in his role as the Fund’s Portfolio Manager. Mr.
Sparaggis also serves as the portfolio manager of several other investment funds that have investment programs substantially similar
to that of the Fund.
From May 1995 until
he established Alkeon in January 2002, Mr. Sparaggis was associated with CIBC World Markets Corp. (“CIBC WM”) and its
predecessor, Oppenheimer & Co., Inc., where he was a Managing Director. From January 1996 to December 2001, Mr. Sparaggis also
was a Senior Portfolio Manager for Oppenheimer Investment Advisers (“OIA”), an investment management program offered
by CIBC WM, and was then responsible for OIA’s MidCap Managed Account Portfolios. From 1993 until joining Oppenheimer & Co.,
Inc. in 1995, Mr. Sparaggis was with Credit Suisse First Boston Investment Management and was responsible for security analysis
and portfolio management for domestic investments, including proprietary trading on long-short equities and convertible arbitrage.
Mr. Sparaggis received
a Ph.D. in Electrical and Computer Engineering and a Masters in Business Administration simultaneously from the University of Massachusetts
in 1993. He received an IBM Fellowship in physical sciences in 1992 and 1993. He received a Masters in Electrical and Computer
Engineering from the University of Massachusetts in 1990 and a Bachelor of Science degree in Electrical Engineering and Computer
Science from the National Technical University of Athens in 1988.
The SAI provides additional
information about the Portfolio Manager’s compensation, other accounts managed by the Portfolio Manager and the Portfolio Manager’s
ownership of shares in the Fund.
Administration, Accounting, and Other Services
BNY Mellon Investment
Servicing (US) Inc. (“BNYMIS”) serves as the Fund’s administrator and provides various administration, fund accounting,
investor accounting and taxation services to the Fund (which are in addition to the services provided by the Adviser, as described
above). (BNYMIS also provides transfer agency services to the Fund.) In consideration of the administration and accounting services,
the Fund pays BNYMIS a monthly fee equal to a percentage of the Fund’s average net assets, with such annual rate declining from
.08% to .06% as the Fund’s net assets increase. As of February 1, 2013, this fee was approximately 0.067% of the Fund’s average
net assets. The Fund also reimburses BNYMIS for certain out-of-pocket expenses. The principal business address of BNYMIS is 301
Bellevue Parkway, Wilmington, Delaware 19809.
Custodian
The Bank of New York
Mellon (“BNY”) serves as the primary custodian of the Fund’s assets, and may maintain custody of the Fund’s assets with
domestic and foreign sub-custodians (which may be banks, trust
companies, securities depositories and clearing agencies), approved by the Board in accordance with the requirements set
forth in Section 17(f) of the 1940 Act and the rules adopted thereunder. Assets of the Fund are not held by the Adviser or
commingled with the assets of other accounts other than to the extent that securities are held in the name of a custodian in
a securities depository, clearing agency or omnibus customer account of a custodian. The principal business address of BNY
is 101 Barclay Street, 20W, New York, NY 10286. Additionally, the Prime Brokers custody cash proceeds from Fund securities
sold short.
Prime Broker
Each of Morgan Stanley
and Credit Suisse currently serve as the Fund’s Prime Brokers. The Fund, each Prime Broker and BNY are parties to agreements in
which the Prime Broker retains custody, on behalf of the Fund, of cash proceeds from securities sold short. The Fund may also borrow
money “on margin” from the Prime Brokers. One or more additional Prime Brokers may be added in the future.
FEES
AND EXPENSES
Management Fee
In consideration
of management services provided by the Adviser and for services provided by the Adviser or an affiliate for certain administrative
services, the Fund pays the Adviser a monthly management fee computed at the annual rate of 2.00% of the Fund’s average daily net
assets (the “Management Fee”), which is due and payable in arrears within five business days after the end of each month.
This fee is accrued daily as an expense to be paid out of the Fund’s assets and will have the effect of reducing the net asset
value of the Fund.
Incentive Fee
The Fund also pays
the Adviser a performance-based incentive fee (the “Incentive Fee”) promptly after the end of each fiscal year of the
Fund. The Incentive Fee is determined as of the end of the fiscal year in an amount equal to 20% of the amount by which the Fund’s
net profits for all Fiscal Periods (as defined below) ending within or coterminous with the close of such fiscal year exceed the
balance of the loss carryforward account (as described below), without duplication for any Incentive Fees paid during such fiscal
year. The Fund also pays the Adviser the Incentive Fee in the event a Fiscal Period is triggered in connection with a share repurchase
offer by the Fund, as described below. For purposes of calculating the Incentive Fee, net profits means the amount by which: (a)
the net assets of the Fund as of the end of a Fiscal Period, increased by the dollar amount of shares of the Fund repurchased during
the Fiscal Period (excluding shares to be repurchased as of the last day of the Fiscal Period after determination of the Incentive
Fee) and by the amount of dividends and other distributions paid to shareholders during the Fiscal Period and not reinvested in
additional shares (excluding any dividends and other distributions to be paid as of the last day of the Fiscal Period), exceeds
(b) the net assets of the Fund as of the beginning of the Fiscal Period, increased by the dollar amount of shares of the Fund issued
during the Fiscal Period (excluding any shares issued in connection with the reinvestment of dividends and other distributions
paid by the Fund). Net assets means the total value of all assets of the Fund, less an amount equal to all accrued debts, liabilities
and obligations of the Fund, determined in accordance with the valuation and accounting policies and procedures of the Fund. “Fiscal
Period” means each twelve-month period ending on the Fund’s fiscal year-end, provided that whenever the Fund conducts a share
repurchase offer, the period of time from the last Fiscal Period-end through the effective date of the repurchase offer also constitutes
a Fiscal Period. Upon termination of the Advisory Agreement, the Fund will pay the Incentive Fee to the Adviser as if the date
of effectiveness of such termination is the end of the Fund’s fiscal year. Thus, the occurrence of certain events, such as the
termination of the Advisory Agreement (which may be terminated by the Adviser upon 60 days prior written notice to the Fund) or
a periodic share repurchase offer, will trigger the determination of a Fiscal Period and the payment to the Adviser of the Incentive
Fee, if any.
In the event that an
Incentive Fee is payable with respect to a Fiscal Period that is not the Fund’s fiscal year-end due to the Fund’s share repurchases,
the Incentive Fee will be determined as if the end of such Fiscal Period were the end of the Fund’s fiscal year, and only that
portion of the Incentive Fee that is proportional to the Fund’s assets paid in respect of such share repurchases (not taking into
account any proceeds from any contemporaneous issuance of shares of the Fund, by reinvestment of dividends and other distributions
or otherwise)
will be paid to the Adviser for such Fiscal Period. For example, if the Fund has a balance in the loss carryforward
account of $1 million, and 10% of the Fund’s shares are repurchased in a repurchase offer (meaning that 10% of the Fund’s assets
are paid out to tendering shareholders) and the Fund has net profits for such Fiscal Period (which is not the end of the Fund’s
fiscal year) of $3 million, then (a) as described below, the positive balance in the Fund’s loss carryforward account will be reduced
from $1 million to zero; and (b) the Adviser will be paid $40,000, based on the following:
$3 million
|
|
•net profits for the Fiscal Period
|
($1 million)
|
|
•amount required to eliminate the balance in the loss carryforward account
|
|
|
|
|
|
|
|
$2 million
|
|
•net profits for the Fiscal Period after the balance of the loss carryforward account is eliminated
|
x 20%
|
|
•amount of Incentive Fee rate
|
|
|
|
|
|
|
|
$400,000
|
|
•amount of accrued Incentive Fee
|
|
|
|
x 10%
|
|
•proportion of the Fund’s assets paid out to tendering shareholders
|
|
|
|
|
$40,000
|
|
•amount of incentive fee paid for the Fiscal Period
|
Since the Fund operates
as an interval fund under Rule 23c-3 of the 1940 Act and conducts repurchase offers every fiscal quarter, Fiscal Periods could
be triggered (and, therefore, a portion of the Incentive Fee, if any, would be payable to the Adviser) up to four times each fiscal
year. For purposes of determining the Fund’s net asset value, the Incentive Fee is calculated and accrued daily as an expense of
the Fund (as if each day is the end of the Fund’s fiscal year).
The Adviser will be
under no obligation to repay any Incentive Fee or portion thereof previously paid to it by the Fund. Thus, the payment of an Incentive
Fee for a Fiscal Period will not be reversed by the subsequent decline in assets of the Fund in any subsequent Fiscal Period.
The Incentive Fee
will be payable for a Fiscal Period only if there is no positive balance in the Fund’s loss carryforward account. The loss carryforward
account is an account that will have an initial balance of zero upon commencement of the Fund’s operations and, thereafter, will
be credited as of the end of each Fiscal Period with the amount of any net loss of the Fund for that Fiscal Period and will be
debited with the amount of any net profits of the Fund for that Fiscal Period, as applicable (provided, however, that the debiting
of net profits may only reduce a positive balance in the loss carryforward account and may not reduce the balance of the loss carryforward
account below zero). This is sometimes known as a “high water mark.” The balance of the loss carryforward account, if
any, will be subject to a proportionate reduction as of the day following: (i) the payment by the Fund of any dividend or other
distribution to shareholders (unless the full amount thereof is reinvested in shares of the Fund); and (ii) any repurchase by the
Fund of its shares.
The Incentive Fee
presents certain risks that are not present in investment funds without incentive fees. In addition, although the aggregate fees
payable by the Fund to the Adviser are similar to those of private investment funds, they are significantly higher than those paid
by most registered investment companies. (
See
“Additional Risk Factors --- The Incentive Fee” above.)
Shareholder Servicing Fees
Under the terms
of the distribution agreement with the Fund, the Fund pays ongoing shareholder servicing fees to the Underwriter to compensate
it for providing, or arranging for the provision of, ongoing investor services and account maintenance services to investors in
the Fund. The Underwriter may retain all or a portion of these payments. These fees are accrued daily and paid monthly in an amount
not to exceed, in the aggregate, 0.25% (on an annualized basis) of the net asset value of the Fund (the “Shareholder Servicing
Fees”). Shareholder Servicing Fees will be accrued daily as an expense of the Fund.
Pursuant to the terms
of the Underwriter’s distribution agreement with the Fund, the Underwriter may retain unaffiliated brokers or dealers to: (i) act
as selling agents (“Selling Agents”) to assist in the distribution of shares; and (ii) to provide ongoing investor services
and account maintenance services to their customers that are investors in the Fund. Selling Agents will be compensated for
their services in determining whether an investment in the Fund is a suitable investment for their customers (in accordance with
the rules of the Financial Industry Regulatory Authority, Inc. (“FINRA”)) and whether investors are Qualified Investors
(as described herein), for providing customary shareholder services, including responding to shareholder questions about the Fund
and the transferability of shares, assisting in selecting dividend payment options and assisting the Fund in administering repurchases.
Selling Agents will be required to implement procedures designed to enable them to form a reasonable belief that any transferees
of the shares that are their clients are Qualified Investors and that each Selling Agent will agree to cooperate in the event of
a regulatory audit to determine the Qualified Investor status of the shareholders for whom it holds shares. (
See
“Investor
Qualifications and Suitability.”)
Other Fees and Expenses of the Fund
The Fund bears all
expenses incurred in its business and operations, other than those borne by the Adviser or by the Underwriter pursuant to their
agreements with the Fund, including, but not limited to: all investment related expenses (
e.g.
, costs and expenses directly
related to portfolio transactions and positions for the Fund’s account such as direct and indirect expenses associated with investments,
transfer taxes and premiums, taxes withheld on foreign income, brokerage commissions, interest and commitment fees on loans and
debit balances, borrowing charges on securities sold short, dividends on securities sold short but not yet purchased and margin
fees); the Management Fee; the Incentive Fee; the Shareholder Servicing Fees; any non-investment related interest expense; offering
expenses; fees and disbursements of any attorneys and accountants engaged by the Fund; audit and tax preparation fees and expenses;
administrative expenses and fees; custody fees and expenses; insurance costs; fees and travel-related expenses of members of the
Board who are not employees of the Adviser or any affiliate of the Adviser; and any extraordinary expenses.
THE
OFFERING
Purchase Terms; Minimum Investment
Shares of the Fund
are offered for purchase on a monthly basis in a continuous offering at their net asset value per share, plus, if applicable, a
sales load of up to 3% of the amount invested (as described below). Shares will be issued at the net asset value per share next
computed after acceptance of an order to purchase shares. The Fund’s net asset value per share will be circulated to Selling Agent’s
offering shares of the Fund. Purchase orders for shares sold in connection with a monthly offering must be received in proper form
by the Underwriter prior to the close of business (normally 5pm) on the day of the month specified by the Underwriter in a written
communication to the Selling Agents (and communicated by Selling Agents to their customers) (a “Closing Time”), which
can be, with respect to certain Selling Agents, as many as five business days prior to the end of a month. A prospective investor
may rescind a purchase order for shares at any time prior to a Closing Time. The Fund reserves the right to suspend or terminate
the offering of shares at any time.
The minimum initial
investment in the Fund by an investor is $100,000, subject to reduction at the discretion of an investor’s broker, dealer or other
financial intermediary, but not below $50,000. Subsequent investments must be at least $10,000. The minimum investment requirements
may be reduced or waived for investments by personnel of the Adviser and its affiliates, and members of their immediate families,
and as may be determined by the Board.
In order to purchase
shares, a prospective investor must submit a completed investor certification to the Underwriter or a Selling Agent. (A form of
investor certification is included as Appendix A to this Prospectus, which may be modified or supplemented as necessary to comply
with the certification and/or substantiation requirements of individual Selling Agents.) Additional information regarding investor
qualifications is set forth under “Investor Qualifications” below.
At each Closing Time
purchase orders received in proper form will be accepted by the Fund and deposited monies will be invested in the Fund (net of
the sales load, if applicable) as of the first business day of the next month following submission of an investor’s purchase order.
Investors will not receive any stock certificate evidencing the purchase of Fund shares. Instead, they will receive written or
electronic confirmation of each transaction and regular reports showing account balances.
Plan of Distribution
Mainsail, an underwriter
under the federal securities laws, serves as the underwriter of shares on a best efforts basis, subject to various conditions,
pursuant to the terms of the Underwriter’s distribution agreement with the Fund. Mainsail is not obligated to buy from the Fund
any of the shares. The Underwriter does not intend to make a market in the shares.
Mainsail is a securities
brokerage firm that is registered as a broker-dealer under the Securities Exchange Act of 1934 (the “Exchange Act”) and
a member of FINRA. Mr. Sparaggis, the controlling person and Chief Investment Officer of Alkeon, is the controlling person of Mainsail,
an affiliate of Alkeon. Mainsail maintains its principal office at 350 Madison Avenue, 9th Floor, New York, New York 10017.
Under the terms
of the distribution agreement with the Fund, the Underwriter is authorized to retain unaffiliated brokers or dealers (
i.e.
,
the Selling Agents) to assist in the distribution of shares. In addition, pursuant to the distribution agreement, the Fund pays
ongoing Shareholder Servicing Fees to the Underwriter to compensate it for providing, or arranging for the provision of, ongoing
investor services and account maintenance services to investors in the Fund. The Underwriter may retain all or a portion of these
payments. These fees are accrued daily and paid monthly in an amount not to exceed, in the aggregate, 0.25% (on an annualized basis)
of the net asset value of the Fund. (
See
“Fees and Expenses --- Shareholder Servicing Fee” above.) The Fund may
terminate the distribution agreement on 60 days’ prior written notice.
Selling Agents are entitled
to charge a sales load to each investor on the purchase price of its shares of up to 3%. The specific amount of the sales load
paid is not fixed and will be determined by the investor and its Selling Agent. The sales load is expected to be waived for the
Adviser and its affiliates, including its personnel and members of their immediate families. In addition, the sales load is not
applicable to investors that purchase shares through a fee-based account with their broker, dealer or other financial intermediary
(commonly known as a “wrap fee program”). The sales load will neither constitute an investment made by the investor nor
form part of the assets of the Fund. The Selling Agents’ receipt of the sales load is subject to the applicable limitations imposed
by FINRA rules and regulations.
The Adviser (or
its affiliates), in its discretion and from its own resources, generally pays the Selling Agents additional compensation that does
not exceed 0.75% (on an annual basis) of the aggregate value of shares of the Fund held by customers of the Selling Agent. In return
for the additional compensation, the Fund may receive certain marketing advantages including access to a Selling Agent’s registered
representatives, placement on a list of investment options offered by a Selling Agent, or the ability to assist in training and
educating the Selling Agent’s registered representatives. The additional compensation may differ among Selling Agents in amount.
The receipt of additional compensation by a Selling Agent may create potential conflicts of interest between an investor and its
Selling Agent who is recommending the Fund over other potential investments.
The Fund has agreed
to indemnify the Underwriter and each person, if any, who controls the Underwriter, against certain liabilities, unless it is determined
that the liability resulted from the willful misfeasance, bad faith or gross negligence of the person seeking indemnification,
or from the reckless disregard of such person’s obligations and duties. (
See
“Investment Advisory and Other Services”
in the SAI.)
DESCRIPTION
OF SHARES
The Fund is an unincorporated
statutory trust organized under the laws of Delaware. The Fund is authorized to issue an unlimited number of shares of beneficial
interest, $0.001 par value. The Board is authorized to increase or decrease the number of shares issued. Each share has one vote
and, when issued and paid for in
accordance with the terms of this offering, will be fully paid and non-assessable. The Trustees
have the power to pay expenses of the Fund prior to paying dividends or distributions to shareholders.
All shares are equal
as to dividends, assets and voting privileges and have no conversion, preemptive or other subscription rights. The Fund will send
annual and semi-annual reports, including financial statements, to all holders of its shares. The Fund does not intend to hold
annual meetings of shareholders. Shareholders do not have preemptive, subscription or conversion rights, and are not liable for
further calls or assessments. Shareholders are entitled to receive dividends only if and to the extent declared by the Board and
only after the Board has made provision for working capital and reserves as it in its sole discretion deems advisable. Shares are
not available in certificated form. The Fund’s agreement and declaration of trust (the “Declaration of Trust”) provides
that any transfer will be void if made: (i) to an account held through a broker or dealer that has not entered into a selling agreement
with an Underwriter or (ii) to any person who is not a Qualified Investor (as described below).
Shares of closed-end
investment companies frequently trade on an exchange at prices lower than net asset value. Shares of the Fund are not listed on
any exchange and the Fund does not expect that any secondary market will develop for the shares, except that brokers or dealers
that have entered into selling agreements with an Underwriter (
i.e.
, Selling Agents) may make a market in the shares among
their customers that are Qualified Investors. (
See
“Investor Qualifications and Suitability.”) Prices received
or paid for the shares in such transactions will not be available to the public, thus, the Fund and shareholders will not be able
to inform themselves if such transactions were effected at a premium or a discount to net asset value. The Fund cannot offer any
assurance that any broker or dealer will make a market in the shares or that transactions in any such market will be effected at
a price equal to or higher than net asset value.
Certain Provisions in the Declaration of Trust
To convert the Fund
to an open-end investment company, the Declaration of Trust requires the favorable vote of a majority of the Trustees then in office
followed by the favorable vote of the holders of not less than 75% of the outstanding shares, unless such amendment has been approved
by at least 75% of the Trustees, in which case approval by a vote of “a majority of the outstanding voting securities”
(as defined in the 1940 Act) would be required. The foregoing vote would satisfy a separate requirement in the 1940 Act that any
conversion of the Fund to an open-end investment company be approved by the shareholders. The Board believes, however, that the
closed-end structure is desirable in light of the Fund’s investment objective and policies. Therefore, investors should assume
that it is not likely that the Board would vote to convert the Fund to an open-end fund. (
See
“Investor Qualifications
and Suitability --- Investor Suitability:
Unlisted Closed-End Structure and Limited Liquidity
.”)
The Board has determined
that provisions with respect to the Board and the shareholder voting requirements described above, which voting requirements are
greater than the minimum requirements under Delaware law or the 1940 Act, are in the best interest of shareholders generally. Reference
should be made to the Declaration of Trust on file with the SEC for the full text of these provisions.
CERTAIN
TAX MATTERS
The following discussion
is a brief summary of certain United States federal income tax considerations affecting the Fund and its shareholders. The discussion
reflects applicable tax laws of the United States as of the date of this Prospectus, which tax laws may be changed or subject to
new interpretations by the courts or the Internal Revenue Service (the “IRS”) retroactively or prospectively. No attempt
is made to present a detailed explanation of all United States federal, state, local and foreign tax concerns affecting the Fund
and its shareholders (including shareholders owning large positions in the Fund), and the discussion set forth herein does not
constitute tax advice.
The Fund has elected
to be treated, and intends to qualify, as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986
(the “Code”), as amended. To qualify as a regulated investment company, the Fund must comply with certain requirements
relating to, among other things, the sources of its income and diversification of its assets. If the Fund so qualifies and distributes
each year to its shareholders at
least 90% of its investment company taxable income (generally including ordinary income and net
short-term capital gain, but not net capital gain, which is the excess of net long-term capital gain over net short-term capital
loss) and meets certain other requirements, it will not be required to pay federal income taxes on any income it distributes to
shareholders. The Fund intends to distribute at least the minimum amount necessary to satisfy the 90% distribution requirement.
The Fund will not be subject to federal income tax on any net capital gain distributed to shareholders.
Distributions of the
Fund’s investment company taxable income are taxable to shareholders as ordinary income to the extent of the Fund’s earnings and
profits. Distributions made out of qualified dividend income, if any, received by the Fund are taxable to shareholders at long-term
capital gains rates, provided the shareholder meets certain holding period and other requirements with respect to its shares. Distributions
of the Fund’s net capital gain as capital gain dividends, if any, are taxable to shareholders as long-term capital gains regardless
of the length of time shares of the Fund have been held by such shareholders. The Fund will inform shareholders of the source and
tax status of all distributions promptly after the close of each calendar year.
Investors are urged
to consult their own tax advisers regarding specific questions about federal (including the application of the alternative minimum
tax), state, local or non-U.S. tax consequences to them of investing in the Fund. For additional information,
see
the SAI
under “Tax Aspects.”
Taxation of Short
Sales
Gain or loss from
a short sale of property is generally considered as capital gain or loss to the extent the property used to close the short sale
constitutes a capital asset in the Fund’s possession. Except with respect to certain situations where the property used to close
a short sale has a long-term holding period on the date the short sale is entered into, gains on short sales generally are short-term
capital gains. A loss on a short sale will be treated as a long-term capital loss if, on the date of the short sale, “substantially
identical property” has been held by the Fund for more than one year. In addition, these rules may also terminate the running
of the holding period of “substantially identical property” held by the Fund.
Gain or loss on a
short sale will generally not be realized until such time that the short sale is closed. However, if the Fund holds a short sale
position with respect to stock, certain debt obligations or partnership interests that has appreciated in value and then acquires
property that is the same as or substantially identical to the property sold short, the Fund generally will recognize gain on the
date it acquires such property as if the short sale were closed on such date with such property. Similarly, if the Fund holds an
appreciated financial position with respect to stock, certain debt obligations or partnership interests and then enters into a
short sale with respect to the same or substantially identical property, the Fund generally will recognize gain as if the appreciated
financial position were sold at its fair market value on the date it enters into the short sale. The subsequent holding period
for any appreciated financial position that is subject to these constructive sale rules will be determined as if such position
were acquired on the date of the constructive sale. For additional information,
see
the SAI under “Tax Aspects.”
INVESTOR
QUALIFICATIONS AND SUITABILITY
Investor Qualifications
Shares of the Fund
may be purchased only by investors who certify to the Fund or its agents that they have a net worth (in the case of a natural person,
either as an individual or with assets held jointly with a spouse) of more than $2 million, excluding the value of the primary
residence of such person and any debt secured by such property (up to the current market value of the residence) (“Qualified
Investors”). In order to purchase shares, a prospective investor must submit a completed investor certification to the Underwriter
or a Selling Agent prior to the Closing Time (as described in “The Offering --- Purchase Terms; Minimum Investment” above).
(A form of investor certification is included in Appendix A to this Prospectus, which may be modified or supplemented as necessary
to comply with the certification and/or substantiation requirements of individual Selling Agents.) The Fund reserves the right
to reject, in its sole discretion, any request to purchase shares of the Fund at any time.
Existing shareholders
who are purchasing additional shares will be required to meet the Fund’s eligibility criteria and submit a new investor certification
each time they purchase additional shares.
Investor Suitability
General Considerations.
An investment in the Fund involves substantial risks and is not necessarily suitable for all eligible investors
. Prior
to making an investment decision, you should: (i) consider the suitability of this investment with respect to your investment objectives
and personal situation, (ii) consider factors such as your personal net worth, income, age, risk tolerance and liquidity needs,
and (iii) consult with your broker, dealer or other financial adviser to determine whether an investment in the Fund is suitable
for your risk profile. A shareholder should invest in the Fund only money that it can afford to lose, and a shareholder should
not invest money to which it will need access on a short-term or frequent basis. In addition, a shareholder should be aware of
how the Fund’s investment strategies fit into its overall investment portfolio because the Fund by itself is not designed to be
a well-balanced investment for a particular investor.
Unlisted Closed-End
Structure and Limited Liquidity
. The Fund is organized as a closed-end management investment company. Closed-end funds
differ from open-end management investment companies (commonly known as mutual funds) in that shareholders of a closed-end fund
do not have the right to redeem their shares on a daily basis. In addition, the Fund does not plan to list its shares on any securities
exchange, and there is no assurance that any secondary market will develop for the Fund’s shares. Although the Fund will make quarterly
offers to repurchase its shares, there can be no assurance that the Fund will repurchase shares that are tendered by a shareholder
in connection with any repurchase offer. A prospective investor should consider its liquidity needs before investing.
Transfer Restrictions
.
Shares are subject to transfer restrictions that permit transfers only to persons who are Qualified Investors and who hold their
shares through an Underwriter or a Selling Agent. The Fund may require substantial documentation in connection with a requested
transfer of shares, and you should not expect that you will be able to transfer shares at all. Attempted transfers may require
a substantial amount of time to effect and may not be in the manner desired by a shareholder. Shares of the Fund may not be exchanged
for shares of any other fund. An investment in the Fund should be viewed as a long-term investment and is suitable only for investors
who bear the risks associated with the limited liquidity of shares (including these transfer restrictions).
REPURCHASE
OFFERS
No Right of Redemption
No shareholder will
have the right to require the Fund to redeem its shares. No public market exists for the shares, and none is expected to develop.
Consequently, investors will not be able to liquidate their investment other than as a result of repurchases of shares by the Fund,
as described below.
Repurchases of Shares
The Fund operates as
an “interval fund” under Rule 23c-3 of the 1940 Act and, as such, provides a limited degree of liquidity to shareholders.
As an interval fund, the Fund has adopted a fundamental policy to offer to repurchase at least 5% of its outstanding shares at
their net asset value at regular intervals. Currently, the Fund intends to offer to repurchase 25% of its outstanding shares as
of or prior to the end of each fiscal quarter. However, repurchase offers in excess of 5% of the Fund’s outstanding shares for
any particular fiscal quarter are entirely within the discretion of the Board and, as a result, there can be no assurance that
the Fund would make repurchase offers for amounts in excess of 5% of the Fund’s outstanding shares. As a general matter, the percentage
of outstanding shares that the Fund will offer to repurchase will not be less than 5% or more than 25% of the shares outstanding
on the date repurchase requests are due.
Quarterly repurchase
offers will occur each December, March, June and September. The deadline by which the Fund must receive repurchase requests submitted
by shareholders in response to each repurchase offer (the “repurchase request deadline”) will be generally on or about
the 18th day in the months of December, March,
June and September or, if the 18th day is not a business day, on the next business
day. The date on which the repurchase price for shares is determined will be generally the last day of the month (the “repurchase
pricing date”), but shall occur no later than the 14th day after the repurchase request deadline (or the next business day,
if the 14th day is not a business day). The Fund does not charge a repurchase fee. (
See
“Repurchase Offers --- Fundamental
Policies with Respect to Share Repurchases.”) The Fund intends to fund repurchase offers by using cash on hand, and, to the
extent necessary, liquidating portfolio securities, or by borrowing to finance the repurchases.
Prior to the commencement
of any repurchase offer, the Fund sends a notification of the offer to shareholders via their brokers, dealers or other financial
intermediaries. The notification specifies, among other things:
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the percentage of shares that the Fund is offering to repurchase;
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the date on which a shareholder’s repurchase request is due (
i.e.
, the repurchase request deadline);
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the date that will be used to determine the Fund’s net asset value applicable to the share repurchase (
i.e.
, the repurchase
pricing date);
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the date by which shareholders will receive the proceeds from their share sales; and
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the net asset value of the shares of the Fund no more than seven days prior to the date of the notification.
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The Fund intends to
send this notification approximately 30 days before the deadline for the repurchase request. In no event will the notification
be sent less than 21 or more than 42 days in advance of the repurchase request deadline. A shareholder’s broker, dealer or other
financial intermediary may require additional time to mail the repurchase offer to the shareholder, to process the request, and
to credit the account with the proceeds of any repurchased shares.
The repurchase request
deadline will be strictly observed. If a shareholder’s broker, dealer or other financial intermediary fails to submit a shareholder’s
repurchase request in good order by the repurchase request deadline, the shareholder will be unable to liquidate the shares until
a subsequent quarter, and the shareholder will have to resubmit the request in that subsequent quarter. Shareholders should advise
their brokers, dealers or other financial intermediaries of their intentions in a timely manner. Shareholders may withdraw or change
their repurchase request at any point before the repurchase request deadline.
Fundamental Policies with Respect to Share Repurchases
The
Board has adopted the following fundamental policies with respect to its share repurchases which may only be changed by the “vote
of a majority of the outstanding voting securities” of the Fund (within the meaning of Section 2(a)(42) of the 1940 Act):
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The Fund will make periodic share repurchase offers each fiscal quarter pursuant to Rule 23c-3(b)
of the 1940 Act, as it may be amended from time to time;
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The repurchase request deadlines will be generally on or about the 18th day on the last month of
each fiscal quarter or, if the 18th day is not a business day, on the next business day; and
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There will be a maximum 14 day period between each repurchase request deadline and the repurchase
pricing date.
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Oversubscribed Repurchase Offer
There is no minimum
number of shares that must be tendered before the Fund will honor repurchase requests. However, the percentage determined by the
Board for each repurchase offer sets a maximum number of shares that may be purchased by the Fund. In the event a repurchase offer
by the Fund is oversubscribed, the Fund may, but is not required to, repurchase additional shares, but only up to a maximum amount
of an additional 2% of the outstanding shares of the Fund beyond the original repurchase offer amount. If the Fund determines not
to repurchase additional shares beyond the original repurchase offer amount, or if shareholders tender an amount of shares greater
than that which the Fund is entitled to purchase, the Fund will repurchase the shares tendered on a pro rata basis.
If prorating is necessary,
the Fund will send a notice of prorating on the business day following the repurchase request deadline. The number of shares each
investor asked to have repurchased will be reduced by the same percentage. If any shares that a shareholder wishes to have repurchased
by the Fund are not repurchased because of prorating, a shareholder will have to wait until the next repurchase offer, and the
shareholder’s repurchase request will not be given any priority over other shareholders’ requests at this later date. Thus, there
is a risk that the Fund may not purchase all of the shares a shareholder wishes to sell in a given quarter or in any subsequent
quarter. In anticipation of the possibility of prorating, some shareholders may tender more shares than they wish to have repurchased
in a particular quarter, thereby increasing the likelihood of prorating. There is no assurance that shareholders will be able to
sell as many of their shares as they desire to sell.
The Fund may suspend
or postpone a repurchase offer in limited circumstances, but only with the approval of a majority of the Board, including a majority
of the Independent Trustees. These circumstances are:
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if the repurchase would cause the Fund to lose its status as a regulated investment company under
Subchapter M of the Code;
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for any period during which the New York Stock Exchange (the “NYSE”) or any other market
in which the portfolio securities owned by the Fund are principally traded is closed, other than customary weekend and holiday
closings, or during which trading in such market is restricted;
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for any period during which an emergency exists as a result of which disposal by the Fund of securities
owned by it is not reasonably practicable, or during which it is not reasonably practicable for the Fund fairly to determine the
value of its net assets; or
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for such other periods as the SEC may by order permit for the protection of shareholders of the
Fund.
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If a repurchase offer
is suspended or postponed, the Fund shall provide notice to shareholders of such suspension or postponement. If the Fund thereafter
renews the repurchase offer, the Fund shall send a new notification of the offer to shareholders.
Determination of Repurchase Price
The repurchase price
payable in respect of a repurchased share is equal to the share’s net asset value on the repurchase pricing date. Changes in the
Fund’s net asset value may be more pronounced and more rapid than with other funds because of the Fund’s investment objective and
policies and the potential for the Incentive Fee. Indeed, the Fund’s net asset value per share may change substantially in a short
time as a result of developments at the companies in which the Fund invests. In that regard, the Fund’s net asset value per share
may change materially between the date a repurchase offer is mailed and the repurchase request deadline, and it may also change
materially shortly after a repurchase request deadline and the repurchase pricing date. Nevertheless, the repurchase price will
not be adjusted after the repurchase pricing date. In order to assist investors in determining whether to participate in a repurchase
offer, Rule 23c-3 of the 1940 Act requires that the Fund calculate its net asset value each business day during the five business
days preceding the repurchase request deadline as of the close of
business on the NYSE. Since Selling Agents are responsible for
disseminating the Fund’s net asset value to their customers, there is a risk that these agents may not disseminate current net
asset value information to shareholders, which would impact a shareholder’s ability to evaluate effectively whether to participate
in the repurchase offer. The method by which the Fund calculates net asset value is discussed below. (
See
“Calculation
of Net Asset Value.”)
Payment for Repurchases
Payment for tendered
shares will be distributed to brokers, dealers or other financial intermediaries for distribution to their customers, as specified
in the repurchase offer notification, no later than seven days after the repurchase pricing date.
Impact of Repurchase Policy
From the time the Fund
distributes each repurchase offer notification until the repurchase pricing date, the Fund must maintain liquid assets at least
equal to the percentage of its shares subject to the repurchase offer. For this purpose, liquid assets means assets that can be
sold or disposed of in the ordinary course of business, at approximately the price at which they are valued by the Fund, within
a period of time equal to the period between a repurchase request deadline and the repurchase payment date, or of assets that mature
by the repurchase payment date. The Fund is also permitted to borrow money to meet repurchase requests. Borrowing by the Fund involves
certain risks for shareholders. (
See
“Principal Risk Factors --- Leverage & Borrowings Risk.”)
Consequences of Repurchase Offers
The Fund believes that
repurchase offers are generally beneficial to the Fund’s shareholders, and will be funded from available cash or sales of portfolio
securities. However, if the Fund borrows to finance repurchases, interest on that borrowing will negatively affect shareholders
who do not tender their shares into a repurchase offer by increasing the Fund’s expenses and reducing any net investment income.
To the extent the Fund finances repurchase proceeds by selling liquid investments, the Fund will hold a larger proportion of its
total assets in illiquid securities. Also, the sale of securities to fund repurchases could reduce the market price of those securities,
which would in turn reduce the Fund’s net asset value.
Repurchase offers provide
shareholders with the opportunity to dispose of shares at net asset value. There is no assurance that any secondary market for
the Fund’s shares will develop, and in the event that a secondary market does develop, it is possible that shares would trade in
that market at a discount to net asset value.
Repurchase of the Fund’s
shares will tend to reduce the number of outstanding shares and, depending upon the Fund’s investment performance, its net assets.
A reduction in the Fund’s net assets will tend to increase the Fund’s expense ratio. In addition, the repurchase of shares by the
Fund is a taxable event to shareholders. For a discussion of these tax consequences,
see
“Tax Aspects” in the
SAI.
Repurchase offers will
cause the Fund to calculate Fiscal Periods more frequently than annually. If that occurs, shareholders could be adversely affected.
For example, the Fund may be required to pay the Adviser a portion of the Incentive Fee accrued through that date based on the
Fund’s investment performance for a Fiscal Period under circumstances where, if no interim Fiscal Periods had occurred, the Adviser
would not have been eligible to receive an Incentive Fee payment for an entire fiscal year. Conversely, if at the time the Fund
has a cumulative loss, such cumulative loss will be reduced in proportion to the amount of assets withdrawn from the Fund to pay
the share repurchases, with the result that the Adviser will be in a better position to eventually earn an Incentive Fee with respect
to the Fund. (
See
“Additional Risk Factors -- Repurchase Offers.”)
CALCULATION
OF NET ASSET VALUE
The value of the net
assets of the Fund is determined on each business day as of the close of regular business of the NYSE in accordance with the procedures
set forth below or as may be determined from time to time pursuant to policies established by the Board.
Domestic exchange traded
equity securities (other than options) other than those that trade on NASDAQ are valued at their last reported composite sale prices
as reported on such exchanges or, in the absence of any reported sale on a particular day, at their composite bid prices (for securities
held long) or their composite ask prices (for securities held short), as reported by such exchanges. Securities traded on NASDAQ
are valued: (i) at the NASDAQ Official Closing Price (“NOCP”) (which is the last trade price at or before 4:00:02 (EST)
adjusted up to NASDAQ’s best offer price if the last trade is below such bid and down to NASDAQ’s best offer price if the last
trade is above such offer price); (ii) if no NOCP is available, at the last sale price on NASDAQ prior to the calculation of the
Fund’s net asset value; (iii) if no sale is shown on NASDAQ, at the bid price; or (iv) if no sale is shown and no bid price is
available for a period of seven business days, the price will be deemed “stale” and the value will be determined at fair
value. Securities traded on a foreign securities exchange are valued at their last sale prices on the exchange where the securities
are primarily traded, or in the absence of a reported sale on a particular day, at their bid prices (in the case of securities
held long) or ask prices (in the case of securities held short) as reported by that exchange.
Total return swaps on
equity securities are generally valued based upon the price for the reference asset, as determined in the manner specified above.
Other securities for
which market quotations are readily available are valued at their bid prices (or ask prices in the case of securities held short)
as obtained from one or more dealers making markets for those securities. If market quotations are not readily available, securities
and other assets will be valued at fair value as determined in good faith by the Adviser under the supervision of the Board.
Debt securities (other
than convertible securities) are valued in accordance with the procedures described above, which with respect to these securities
may include the use of valuations furnished by a pricing service which employs a matrix to determine valuations for normal institutional
size trading units. The Adviser monitors the reasonableness of valuations provided by the pricing service. Such debt securities
with remaining maturities of 60 days or less are, absent unusual circumstances, valued at amortized cost.
If in the view of the
Adviser, the bid price of a listed option or debt security (or ask price in the case of any such security held short) does not
fairly reflect the market value of the security, the Adviser may value the security at fair value.
All assets and liabilities
initially expressed in foreign currencies are converted into U.S. dollars using foreign exchange rates provided by a pricing service
compiled as of 4:00 p.m. London time. Trading in foreign securities generally is completed, and the values of foreign securities
are determined prior to the close of securities markets in the U.S. Foreign exchange rates are also determined prior to such close.
On occasion, the values of foreign securities and exchange rates may be materially affected by events occurring before the Fund
calculates its net asset value but after the close of the primary markets or exchanges on which foreign securities are traded.
These intervening events might be country-specific (
e.g.
, natural disaster, economic or political developments, interest-rate
change), issuer-specific (
e.g.
, earnings report, merger announcement), or U.S. market-specific (
e.g.
, a significant
movement in the U.S. markets that is deemed to affect the value of foreign securities). When such an event materially affects the
values of securities held by the Fund or its liabilities (including foreign securities for which there is a readily available market
price), such securities and liabilities may be valued at fair value pursuant to procedures adopted in good faith by the Board.
Prospective investors
should be aware that situations involving uncertainties as to the valuation of portfolio positions could have an adverse effect
on the Fund’s net asset value if the Adviser’s judgments regarding appropriate valuations should prove incorrect.
The fair values of one
or more assets may not, in retrospect, be the prices at which those assets could have been sold during the period in which the
particular fair values were used in determining the Fund’s net asset value. As a result, the Fund’s issuance or repurchase of its
shares at net asset value at a time when it owns securities that are valued at fair value may have the effect of diluting or increasing
the economic interest of existing shareholders. Fair values assigned to the Fund’s investments also affect the amount of the Management
Fee and Incentive Fee. (
See
“Additional Risk Factors -- Incentive Fee.”) All fair value determinations by the
Adviser are subject to the review of the Board.
Expenses of the Fund,
including the Management Fee and the Incentive Fee and the costs of any borrowings, are accrued daily and taken into account for
the purpose of determining the Fund’s net asset value.
DISTRIBUTION
POLICY
Dividends will be paid
annually on the shares in amounts representing substantially all of the Fund’s net investment income, if any, earned each year.
Payments on the shares will vary in amount depending on investment income received and expenses of operation. It is likely that
many of the companies in which the Fund invests will not pay any dividends, and this, together with the Fund’s relatively high
expenses, means that the Fund is unlikely to have income or pay dividends. The Fund is not a suitable investment if you require
regular dividend income.
Substantially all of
any taxable net capital gain realized on investments will be paid to shareholders at least annually. For additional information,
see
“Tax Aspects” in the SAI.
The net asset value
of each share that you own will be reduced by the amount of the distributions or dividends that you receive from that share.
Dividend Reinvestment
Dividends and capital
gain distributions to shareholders will be reinvested unless the Fund is otherwise instructed by the shareholder through its broker,
dealer or other financial intermediary. Shareholders will not be charged any fees as a result of participating in the dividend
reinvestment plan. A shareholder who elects not to reinvest will receive both dividends and capital gain distributions in cash.
A shareholder can change its election with respect to reinvestment by contacting its broker, dealer or other financial intermediary.
The Fund may limit the extent to which any distributions that are returns of capital may be reinvested in the Fund.
Shares will be issued
at their net asset value on the ex-dividend date; there is no sales load or other charge for reinvestment. Shareholders may affirmatively
opt out of the automatic reinvestment plan at any time by contacting their broker, dealer or other financial intermediary, who
will inform the Fund. Such a request must be received by the Fund before the record date to be effective for that dividend or capital
gain distribution.
Although shareholders
receive no cash for distributions reinvested through the plan, ordinary income and/or capital gains are realized for federal income
tax purposes on the ex-dividend date. Distributions may also be subject to state and local taxes in the year they are declared.
Shareholders will be required to report distributions on their tax returns, even if the distribution is reinvested in additional
shares.
The Fund reserves the
right to suspend reinvestments at any time and require shareholders to receive all distributions in cash. The Fund may also limit
the maximum amount that may be reinvested, either as a dollar amount or as a percentage of distributions. The Fund does not currently
suspend or limit reinvestments, but it may determine to do so if the amount being reinvested by shareholders exceeds the available
investment opportunities that the Adviser considers suitable for the Fund.
POTENTIAL
CONFLICTS OF INTEREST
General
Alkeon controls the
Adviser as its sole member. In addition, Alkeon, an investment adviser registered under the Advisers Act, carries on substantial
investment activities for its own account and for other registered investment companies, private investment partnerships, institutions
and individual clients. The Fund has no interest in these activities. As a result of the foregoing, Alkeon and its officers or
employees who assist in its management of the Adviser will be engaged in substantial activities other than as the sole member of
the Adviser and may have conflicts of interest in allocating their time and activities between the Fund, the Adviser and Alkeon.
Alkeon and its officers and employees devote only so much time to the affairs of the Adviser as in their judgment is necessary
and appropriate.
Participation in Investment Opportunities
The Adviser and Alkeon
may provide investment advice for certain other investment funds or other accounts that pursue investment strategies similar to
that of the Fund (the “Similar Accounts”). As a general matter, the Adviser (subject to any policies established by the
Board) will consider participation by the Fund in all appropriate investment opportunities that are under consideration by the
Adviser or Alkeon for investment for the Similar Accounts. There may be circumstances, however, under which the Adviser or Alkeon
will cause one (or more) of the Similar Accounts to commit a different percentage of its assets to an investment opportunity than
the Adviser will cause the Fund to commit its assets. There may also be circumstances under which the Adviser or Alkeon will consider
or recommend participation by the Similar Accounts in investment opportunities in which the Adviser does not intend to invest on
behalf of the Fund.
The Adviser will consider
subjective criteria in evaluating whether a particular investment opportunity or strategy is appropriate and feasible for one or
more Similar Accounts at a particular time. These criteria typically include: (i) the nature of the investment opportunity taken
in the context of the other investments available at the time; (ii) the liquidity of the investment relative to the needs of the
particular entity or account; (iii) the availability of the opportunity (
e.g.
, size of the obtainable position); (iv) the
transaction costs involved; (v) the investment or regulatory limitations applicable to the particular entity or account and (vi)
the liquidity needs of the particular account. Similarly, the Adviser will consider subjective criteria when determining if a limited
investment opportunity (such as an IPO) is an investment that is appropriate and feasible (in light of restrictions on investments
in IPOs as may be applicable under the 1940 Act) for the Fund and/or a Similar Account. Accordingly, the Fund may not be able to
take full advantage of an investment opportunity to the extent the Adviser determines, in its discretion, that such opportunity
is not appropriate for the Fund. Because these considerations may differ for the Fund and the Similar Accounts in the context of
any particular investment opportunity, the investment activities of the Fund and the Similar Accounts may differ from time to time.
In addition, the fees and expenses of the Fund may differ from those of the Similar Accounts. Therefore, prospective shareholders
should note that the future performance of the Fund and the Similar Accounts may vary. (
See
“Performance Information.”)
When the Adviser and/or
Alkeon determine(s) that it would be appropriate for the Fund and one or more Similar Accounts, respectively, to participate in
an investment opportunity at the same time, orders will be aggregated, placed and allocated on a basis believed to be fair and
equitable, consistent with Alkeon’s and the Adviser’s responsibilities under the Advisers Act and the 1940 Act and their own internal
procedures. However, decisions in this regard are necessarily subjective and there is no requirement that the Fund participate,
or participate to the same extent as the Similar Accounts, in all trades. The Adviser and Alkeon will take steps to ensure that
no participating entity or account (including the Fund) will be systematically disadvantaged by the aggregation, placement or allocation
of orders.
Situations may occur
where the Fund could be disadvantaged because of the investment activities conducted by the Adviser or Alkeon. These situations
may be based on, among other things, the following: (i) legal restrictions on the combined size of positions that may be taken
for the Fund and the Similar Accounts, thereby limiting the size of the Fund’s position; (ii) the difficulty of liquidating an
investment for the Fund and the Similar Accounts where the sale of the combined positions cannot be absorbed; or (iii) the determination
that a particular investment is warranted only if hedged with an option or other instrument and there is a limited availability
of these options or other instruments.
The members of the Adviser,
Alkeon and their directors, managers, officers and employees (including the Fund’s Portfolio Manager, Mr. Sparaggis) and other
affiliated persons may buy and sell securities or other investments for their own accounts and may have actual or potential conflicts
of interest with respect to investments made on behalf of the Fund. As a result of differing trading and investment strategies
or constraints, positions may be taken by directors, officers and employees of the Adviser or Alkeon that are the same, different
or made at a different time than positions taken for the Fund. In order to mitigate the possibility that the Fund (or investors)
will be adversely affected by this personal trading, the Adviser and Mainsail have adopted a Joint Code of Ethics and the Fund
and Alkeon have each adopted their own Code of Ethics, all of which are in compliance with Rule 17j-1 under the 1940 Act which
restricts securities trading in the personal accounts of investment professionals and others who normally come into possession
of information regarding the Fund’s portfolio transactions. Each Code of Ethics can be reviewed and copied at the SEC’s Public
Reference Room in Washington, D.C. Information
on the
operation of the Public Reference Room may be obtained by calling the SEC at 202-551-8090. Each Code of Ethics is also available
on the EDGAR Database on the SEC’s Internet site at http://www.sec.gov, and copies of each Code of Ethics may be obtained,
after paying a duplicating fee, by E-mail at publicinfo@sec.gov or by writing the SEC’s Public Reference Section, Washington,
D.C. 20549-0102.
Other Matters
Mainsail, an affiliate
of Alkeon, acts as the underwriter for the Fund’s shares and bears various costs associated with its activities as the Underwriter.
Mainsail is a securities brokerage firm and is registered as a broker-dealer under the Exchange Act and is a member of FINRA. The
Fund pays Shareholder Servicing Fees to Mainsail to compensate it for providing, or arranging for the provision of, ongoing investor
services and account maintenance services to investors in the Fund. The Underwriter may retain all or a portion of these payments.
(
See
“Fees and Expenses -- Shareholder Servicing Fees” and “The Offering.”)
Situations may arise
in which accounts affiliated with Mainsail or its affiliates have purchased securities that would have been suitable for investment
by the Fund, but which the Fund, for various reasons, did not choose to purchase. This could affect the availability (or price)
of investments to the Fund at a later time. From time to time, in the course of its brokerage, investment or dealer activities,
Mainsail or its affiliates may trade, position or invest in, for its own account, the same securities as those in which the Fund
invests. This could have an adverse impact on the Fund’s investment performance.
Mainsail and its affiliates
may provide brokerage and other services from time to time to one or more accounts or entities managed by the Adviser, Alkeon or
one of their respective affiliates. In addition, these firms may receive research products and services in connection with the
brokerage services that Mainsail and its affiliates may provide from time to time to one or more Similar Accounts or to the Fund.
The Fund may also pay brokerage commissions to affiliated broker-dealers.
The Adviser will not
purchase securities or other property from, or sell securities or other property to, the Fund. It should be noted that the Fund
is affiliated with Mainsail, a broker-dealer owned by Mr. Sparaggis, which employs certain employees of Alkeon. Mainsail acts as
the distributor for the Fund. Neither Alkeon nor the Adviser direct trades for the Fund or any other investment funds to Mainsail.
(
See
“Brokerage.”) In addition, the Fund may effect certain principal transactions in securities with one or more
Similar Accounts, except for accounts in which Alkeon or any affiliate thereof serves as a general partner or certain accounts
in which it has a financial interest (other than an interest that results solely from Alkeon or any affiliate’s appointment as
an investment adviser or portfolio manager to the account). These transactions would be effected in circumstances where the Adviser
has determined that it would be appropriate for the Fund to purchase and it has been determined that it would be appropriate for
such Similar Account to sell, or the Fund to sell and such Similar Account to purchase, the same security or instrument on the
same day. The purchases and sales will be made pursuant to procedures adopted by the Fund pursuant to Rule 17a-7 under the 1940
Act. Among other things, those procedures are intended to ensure that: (i) each transaction will be effected for cash consideration
at the current market price of the particular securities; (ii) no transaction will involve restricted securities or other securities
for which market quotations are not readily available; and (iii) no brokerage commissions, fees (except for customary transfer
fees) or other remuneration will be paid in connection with the transaction.
The Fund is not permitted
to purchase or sell securities of any issuer as to which the Adviser or Alkeon has obtained material, non-public information, until
such time as the information is no longer material or has become publicly known. This policy could adversely affect the Fund’s
investment performance because the Fund may: (i) hold securities of an issuer with respect to which the Adviser or Alkeon has adverse
information, or (ii) not purchase securities of any issuer with respect to which the Adviser or Alkeon has favorable information.
As a result of the investment
banking, corporate finance or similar activities of Mainsail, the Fund may be subject to future restrictions on its ability to
purchase or sell certain securities. Additionally, the Fund may purchase securities during the existence of an underwriting or
selling syndicate in which Mainsail is participating only subject to certain conditions. This could have an adverse impact on the
Fund’s investment performance.
Future investment activities
of the Adviser, Alkeon and Mainsail and their members, managers, principals, partners, directors, officers or employees (as applicable),
may give rise to additional conflicts of interest.
BROKERAGE
The Adviser is responsible
for placing orders for the execution of the Fund’s portfolio transactions and the allocation of brokerage transactions. Transactions
on the great majority of foreign stock exchanges involve the payment of a combination of fixed and negotiated commissions, while
transactions on U.S. stock exchanges and on some foreign stock exchanges involve the payment of negotiated brokerage commissions.
No stated commission is generally applicable to securities traded on a principal basis in over-the-counter markets, but the prices
of those securities include undisclosed commissions or mark-ups. Transactions may also be executed on an agency basis in over-the-counter
markets, which will involve the payment of negotiated or fixed commissions, when deemed consistent with the Fund’s brokerage policies.
In selecting brokers
to effect transactions on behalf of the Fund, the Adviser seeks to obtain the best price and execution, taking into account factors
such as price, size of order, difficulty of execution and operational facilities of a brokerage firm, the scope and quality of
brokerage services provided, and in the case of transactions effected with unaffiliated brokers, the firm’s risk in positioning
a block of securities. Although the Adviser will generally seek reasonably competitive commission rates, the Adviser will not necessarily
pay the lowest commission available on each transaction. The Adviser has no obligation to deal with any broker or group of brokers
in executing transactions in portfolio securities.
Consistent with the
principle of seeking best price and execution, the Adviser may place brokerage orders on behalf of the Fund with brokers (including
affiliates of the Fund) that provide supplemental research, market and statistical information, including advice as to the value
of securities, the advisability of investing in, purchasing or selling securities, and the availability of securities or purchasers
or sellers of securities, and furnish analyses and reports concerning issuers, industries, securities, economic factors and trends,
portfolio strategy and the performance of accounts. A commission paid to such brokers may be higher than that which another qualified
broker would have charged for effecting the same transaction, provided that the Adviser determines in good faith that such commission
is reasonable in terms either of the transaction or the overall responsibility of the Adviser to the Fund and other clients and
that the total commissions paid by the Fund will be reasonable in relation to the benefits to the Fund over the long-term. In addition,
the Adviser may at times execute a trade through a particular broker but then “step out” the trade to a different broker.
This occurs when the Adviser determines that the order is best executed through a certain broker (including an affiliated broker)
but would like to pay all or a portion of the commission to another broker for research provided to the Adviser. During the most
recent fiscal year, Mainsail stepped-out of all trades it executed on behalf of the Fund (and earned no commission as a result
of these trades). Research services obtained by the use of commissions arising from the Fund’s portfolio transactions may be used
by the Adviser in other investment activities and, thus, the Fund may not necessarily, in any particular instance, be the direct
or indirect beneficiary of the research provided to the Adviser. In no instance, however, will the Fund’s securities be purchased
from or sold to the Adviser, or any affiliated person thereof, except to the extent permitted by the SEC or by applicable law.
Information and research received from such brokers will be in addition to, and not in lieu of, the services required to be performed
by the Adviser under the Advisory Agreement. The expenses of the Adviser are not necessarily reduced as a result of the receipt
of this supplemental information, which may be useful to the Adviser, Alkeon or their respective affiliates in providing services
to clients other than the Fund. In addition, as noted above, not all of the supplemental information is used by the Adviser in
connection with the Fund. Conversely, the information provided to the Adviser or its affiliates by brokers or dealers through which
other clients of the Adviser or its respective affiliates effect securities transactions may be useful to the Adviser in providing
services to the Fund.
Although the Fund cannot
accurately predict its portfolio turnover, the Fund generally expects that its annual portfolio turnover rate will significantly
exceed that of other registered investment companies. The Fund’s portfolio turnover rate may result in brokerage expenses that
may exceed those of other registered investment companies. A high turnover rate may also result in the realization of capital gains,
including short-term gains which will be taxable to the shareholders as ordinary income. The Adviser may execute portfolio brokerage
transactions through Mainsail as well as other non-affiliated brokers. Transactions with any affiliated broker would be effected
pursuant to procedures adopted by the Fund pursuant to Section 17(e) of the 1940 Act and Rule 17e-1 thereunder. Among other things,
Section 17(e) and those procedures provide that when acting as broker for the Fund in connection with the sale of securities to
or by the Fund, an affiliated broker may not receive any compensation exceeding the following limits: (i) if the sale is effected
on a securities exchange, the compensation may not exceed the “usual and customary broker’s commission” (as defined in
Rule 17e-1 under the 1940 Act); (ii) if the sale is effected in connection with a secondary distribution of securities, the compensation
cannot exceed 2% of the sale price; and (iii) the compensation for sales otherwise effected cannot exceed 1% of the sales price.
Rule 17e-1 defines a “usual and customary broker’s commission” as one that is reasonable and fair compared to the commission
received by other brokers in connection with comparable transactions involving similar securities being purchased or sold on an
exchange during a comparable period of time.
GENERAL
INFORMATION
Fiscal Year
The Fund’s fiscal year
ends on each September 30. The Fund’s tax year for federal income tax purposes also ends on each September 30.
Reports to Shareholders
As soon as practicable
after the end of each taxable year, the Fund furnishes to shareholders such information as is necessary for them to complete their
income tax or information returns, along with any other tax information required by law.
The Fund sends unaudited
semi-annual and audited annual reports to shareholders within 60 days after the close of the period for which the report is being
made, or as otherwise required by the 1940 Act.
Legal Counsel
Kramer Levin Naftalis
& Frankel LLP, 1177 Avenue of the Americas, New York, NY 10036, serves as U.S. legal counsel to the Fund. The firm also acts
as counsel to the Fund’s Independent Trustees. The firm does not represent potential investors with respect to their investment
in the Fund.
Shareholder Inquiries
Inquiries concerning
the Fund and shares (including information concerning purchasing and withdrawal procedures) should be directed to your Selling
Agent. All potential investors in the Fund are encouraged to consult appropriate legal and tax counsel.
More information about
the Fund is available in the SAI. The SAI is incorporated by reference into this Prospectus. The Fund files with the SEC a list
of its portfolio holdings as of the end of the first and third fiscal quarters on Form N-Q. Additional information about the Fund’s
investments will be available in the annual and semi-annual reports to shareholders. The Fund’s annual and semi-annual reports
(as filed on Form N-CSR) and each Form N-Q may be viewed on the SEC’s website (www.sec.gov).
From time to time,
additional Fund information, such as risk and exposure reports, or the Portfolio Manager’s market outlook or industry assessments,
may be made available. To the extent permitted by law, such information, as well as the Prospectus, SAI and shareholder reports,
may be obtained free of charge by contacting your financial advisor.
TABLE OF CONTENTS
OF STATEMENT OF ADDITIONAL INFORMATION
APPENDIX A
Form of Investor Certification
ACAP STRATEGIC FUND
Account No.:_____________
Broker Name: _____________
INVESTOR CERTIFICATION
This certificate relates
to ACAP Strategic Fund (the “Fund”) and is given to you as broker with respect to a potential purchase of shares in the
Fund.
I
hereby certify that I am a natural person with, or I am signing on behalf of a company with, a net worth of more than $2,000,000
(in the case of a natural person, either as an individual or with assets held jointly with a spouse). If I am signing on behalf
of a company, I further certify that (A) such company is not a private investment company,
*
a registered investment company or a business development company or (B) if such a company, each equity owner can make the certification
in the preceding sentence. For purposes of this test, net worth is the fair market value of the assets that I (jointly with my
spouse) or such company own(s) other than household effects, less (i) the value of my primary residence and debt secured by such
property (up to the current market value of the residence), and (ii) all indebtedness and liabilities of any type (including joint
liabilities with any other person). I agree to produce evidence to support the foregoing certification upon request.
In addition, I hereby confirm
that I understand and agree that should I (or the company) purchase shares of the Fund, the following conditions will apply to
the ownership and transfer of the shares:
|
(1)
|
Shares may be held only through a broker, dealer or other financial intermediary that has entered
into an agreement with the Fund’s underwriter(s) for the provision of shareholder services;
|
|
(2)
|
Shares may not be transferred, including by bequest, except to a person who has a net worth (in
the case of a natural person, either as an individual or with assets held jointly with a spouse) of more than $2,000,000 (excluding
the value of the primary residence of such person and any debt secured by such property, up to the current market value of the
residence), who agrees to hold his, her or its shares through a broker, dealer or other financial intermediary that has entered
into an agreement for the provision of shareholder services to the Fund, and who agrees not to transfer the shares except to another
person who has a net worth (together, in the case of a natural person, with assets held jointly with a spouse) of more than $2,000,000
(excluding the value of the primary residence of such person and any debt secured by such property, up to the current market value
of the residence), and agrees to comply with the foregoing ownership and transfer restrictions; and
|
|
(3)
|
Upon any transfer of shares in violation of the foregoing clauses (1) or (2), in addition to any
other remedy that it may have, the Fund will have the right (but not the obligation) to repurchase any such improperly transferred
shares.
|
|
*
|
For this purpose, “private investment company” means a company that would be defined
as an investment company under Section 3(a) of the Investment Company Act but for the exception provided from the definition by
Section 3(c)(1) of such Act (i.e., not more than 100 security owners).
|
Notwithstanding that the
Fund is registered under the Investment Company Act of 1940, and the shares are being offered under an effective registration
statement under the Securities Act of 1933, I acknowledge, understand and recognize that there will be no secondary market for
the shares and that liquidity is limited as set forth in the prospectus. I understand that you, the Fund, and SilverBay Capital
Management LLC are relying on the certification and agreements made herein in determining qualification and suitability as an
investor in the Fund. I understand that shares of the Fund are not an appropriate investment for, and may not be acquired by,
any person who can not make this certification, and agree to indemnify you and hold you harmless from any liability that you may
incur as a result of this certification being untrue in any respect. I understand that it may be a violation of state and federal
law for me (or the company) to provide this certification if I know that it is not true. I have read the preliminary or final
prospectus for the Fund, including the investor qualification and investor suitability provisions contained therein. I understand
that an investment in the Fund involves a considerable amount of risk and that I (or the company) may lose some or all of my (or
its) investment. I understand that an investment in the Fund is suitable only for investors who can bear the risks associated
with the limited liquidity of the shares and should be viewed as a long-term investment. I will promptly advise you if any of
the statements herein ceases to be true prior to my (or the company’s) purchase of shares.
SALES LOAD:
Investment Amount
|
Sales Load
|
Net Amount Invested
|
|
|
|
$
|
|
|
|
%
|
$
|
|
|
Initial
(if applicable)
|
The Investor acknowledges that a sales load in the percentage of the amount transmitted in connection with his, her or its purchase of shares as specified above is being charged by his, her or its broker-dealer in connection with the investment in the Fund and that only the net amount, after deduction of the sales load, will be invested in the Fund.
|
Date:_______________
|
By:
|
|
|
|
Name:
|
Electronic Delivery
£
|
By checking this box, I hereby consent to have all future Fund-related documents delivered to me electronically to the following e-mail address: _____________________
|
Your consent will apply to ALL Fund-related
documents. In giving your consent, please note that many of the documents will contain confidential information that is specific
to your personal financial matters. Regardless of the delivery method you select, the Fund will take reasonable precautions to
ensure the integrity, confidentiality and security of the documents, but will not be liable for any interception. If you consent
to electronic delivery, each document will be delivered to you by sending you an e-mail that contains a copy of the document.
The Fund will use the e-mail address that is in its records. Your initial consent noted above will take effect immediately and
will remain in effect as long as you maintain an investment in the Fund or until you notify the Fund of a change. You may revoke
your consent to receive electronic delivery of documents or update your address at any time by notifying the Fund. If you revoke
your consent to electronic delivery, the Fund will begin to send paper copies of documents within 30 days of receiving your notice.
The Fund does not impose any additional charge for electronic delivery.
APPENDIX B
PORTFOLIO
MANAGER PERFORMANCE INFORMATION
The investment
adviser of ACAP Strategic Fund (the “Fund”), SilverBay Capital Management LLC (the “Adviser”), is controlled
by its sole member, Alkeon Capital Management, LLC (“Alkeon”). The Fund, which commenced operations on March 1, 2010,
has a limited operating history. However, Mr. Panayotis (“Takis”) Sparaggis, the Fund’s portfolio manager and Alkeon’s
controlling principal, employs an investment program for another investment vehicle (the “Other Investment Vehicle”)
that is substantially the same as the investment program that he employs in managing the Fund. The Other Investment Vehicle represents
the longest track record available among all similarly managed accounts by Mr. Sparaggis.
*
The Fund’s return during its limited operating history and the Other Investment Vehicle’s return are shown in the following tables
and bar charts. The Fund’s return during its limited operating history is also shown in the “Financial Highlights” section
of the attached prospectus.
Because of the similarity of investment
programs, as a general matter, Mr. Sparaggis will consider participation by the Fund in all appropriate investment opportunities
that are under consideration by Alkeon for the Other Investment Vehicle. There are a variety of factors that may be relevant in
determining whether a particular investment opportunity or strategy is appropriate and feasible for the Fund or the Other Investment
Vehicle at a particular time. Because these considerations may differ for the Fund and the Other Investment Vehicle in the context
of any particular investment opportunity and at any particular time, the investment activities and future investment performance
of the Fund and the Other Investment Vehicle will differ. (
See
“Potential Conflicts of Interest.”)
The tables and bar charts set forth
performance information of the Fund and the Other Investment Vehicle and various indices for the periods indicated. The returns
shown for the Fund and the Other Investment Vehicle reflect the actual fees and expenses incurred by the Fund and the Other Investment
Vehicle. The tables should be read in conjunction with the notes thereto. PAST PERFORMANCE DOES NOT GUARANTEE FUTURE RESULTS. UNDER
NO CIRCUMSTANCES SHOULD THE PERFORMANCE INFORMATION OF THE OTHER INVESTMENT VEHICLE BE VIEWED AS A SUBSTITUTE FOR THE PERFORMANCE
INFORMATION OF THE FUND. Prospective investors should recognize that the Fund’s fees and expenses may be higher than those of the
Other Investment Vehicle. Accordingly, had the Other Investment Vehicle’s performance records reflected the Fund’s fees and estimated
expenses, the Other Investment Vehicle’s returns shown in the table may have been lower. Furthermore, there are certain differences
between the investment policies of the Fund and the Other Investment Vehicle. Unlike the Fund, the Other Investment Vehicle is
not subject to certain investment limitations imposed by applicable securities laws which, if applicable, may have adversely affected
the Other Investment Vehicle’s performance. The future performance of the Fund, the Other Investment Vehicle and the various indices
may differ.
|
*
|
Alkeon has represented that the performance of the other accounts similarly managed by Mr. Sparaggis
(and of a shorter duration than the Other Investment Vehicle) does not differ materially from the performance of the Other Investment
Vehicle.
|
FUND PERFORMANCE
1
Performance Relative to Major Indices as
of January 31, 2013
COMPOUNDED ANNUAL RATE OF RETURN
|
|
|
12 months
|
|
|
3 years
|
|
|
5 years
|
|
|
10 years
|
|
|
Since Fund Inception
|
|
The Fund
1
|
|
|
|
9.71
|
%
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
5.21
|
%
|
|
S&P 500
2
|
|
|
|
14.15
|
%
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
11.02
|
%
|
|
MSCI World
3
|
|
|
|
13.26
|
%
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
7.66
|
%
|
ANNUAL RETURNS SINCE INCEPTION****
|
|
|
|
|
MSCI
2
|
|
S&P
3
|
Year
|
|
|
Fund
1
|
|
World
|
|
500
|
|
2013
|
|
|
|
3.97
|
%
|
|
|
5.00
|
%
|
|
|
5.04
|
%
|
|
2012
|
|
|
|
9.59
|
%
|
|
|
13.18
|
%
|
|
|
13.41
|
%
|
|
2011
|
|
|
|
-2.13
|
%
|
|
|
-7.61
|
%
|
|
|
0.00
|
%
|
|
2010
|
|
|
|
4.00
|
%
|
|
|
12.95
|
%
|
|
|
13.87
|
%
|
Fund Performance
Compound ROR Since Inception****
|
Cumulative ROR Since Inception****
|
|
|
The Fund* MSCI World** S&P 500***
|
The Fund* MSCI World** S&P 500***
|
*Source: SilverBay Capital Management LLC
**Source: MSCI Barra; Note: MSCI World data do not reflect
reinvestment of dividends.
***Source: Pertrac; Note: S&P 500 data do not reflect
reinvestment of dividends.
****Inception: March 1, 2010;
S&P and MSCI data as of March 1, 2010.
|
1
|
The performance data
provided for the Fund was prepared by the Adviser.
PAST PERFORMANCE IS NOT A GUARANTEE OF FUTURE RESULTS.
|
|
2
|
The Standard & Poor’s 500 Stock Index is an index of 500 stocks chosen for market size, liquidity
and industry group, among other factors, by a team of Standard & Poor’s economists and index analysts to act as a leading indicator
of U.S. equities and reflect the risk and return characteristics of the broader large capitalization equity universe. The Standard
& Poor’s 500 Stock Index is one of the most commonly used benchmarks for the overall U.S. stock market.
|
|
3
|
MSCI World Index is a free float-adjusted market capitalization weighted index that is designed
to measure the equity market performance of developed markets. As of February 2013, the MSCI World Index consisted of the following
24 developed market country indices: Australia, Austria, Belgium, Canada, Denmark, Finland, France, Germany, Greece, Hong Kong,
Ireland, Israel, Italy, Japan, Netherlands, New Zealand, Norway, Portugal, Singapore, Spain, Sweden, Switzerland, the United Kingdom,
and the United States. (Source: MSCI Barra)
|
OTHER DISCLOSURES
This information is intended for illustration
purposes only. No index is directly comparable to the Fund. Past performance is not indicative of future results or performance
of any account managed (directly or indirectly) by Mr. Sparaggis, including the Fund. There is no guarantee that the Fund will
achieve its investment objective.
OTHER INVESTMENT VEHICLE PERFORMANCE
1
Performance Relative to Major Indices as
of January 31, 2013
COMPOUNDED ANNUAL RATE OF RETURN
|
|
|
12 months
|
|
|
3 years
|
|
|
5 years
|
|
|
10 years
|
|
|
Since Other Investment
Vehicle Inception
|
|
|
Other Investment
Vehicle
1
|
|
|
|
9.90
|
%
|
|
|
9.74
|
%
|
|
|
8.33
|
%
|
|
|
12.63
|
%
|
|
|
15.47
|
%
|
|
S&P 500
2
|
|
|
|
14.15
|
%
|
|
|
11.74
|
%
|
|
|
1.68
|
%
|
|
|
5.76
|
%
|
|
|
2.92
|
%
|
|
MSCI World
3
|
|
|
|
13.26
|
%
|
|
|
7.88
|
%
|
|
|
(0.84
|
%)
|
|
|
6.24
|
%
|
|
|
2.73
|
%
|
Other Investment Vehicle (“OIV”)
Performance
Compound ROR Since Inception****
|
|
Cumulative ROR Since Inception****
|
|
|
|
OIV*
MSCI World** S&P 500***
|
|
OIV* MSCI World** S&P 500***
|
*Source: Alkeon Capital Management LLC
**Source: MSCI Barra; Note: MSCI World data do not reflect
reinvestment of dividends.
***Source: Pertrac; Note: S&P 500 data do not reflect
reinvestment of dividends.
****Inception: January 5, 1998; S&P and MSCI data as
of January 1, 1998.
|
1
|
The performance data provided for the Other Investment Vehicle was prepared by Alkeon based on
the following facts and assumptions:
|
|
|
The Other Investment Vehicle began investment operations on January 5, 1998. January 1998 performance
was 1.66% and does not include the first 2 trading days in January 1998. Mr. Sparaggis, the primary portfolio manager of the Other
Investment Vehicle, was employed by CIBC Oppenheimer Corp. from January 1998 through June 1999, and by CIBC World Markets Corp.
from June 1999 through December 2001, and was the portfolio manager of the Other Investment Vehicle at all times during that period.
Effective January 1, 2002, Mr. Sparaggis formed Alkeon, which has continued managing the Other Investment Vehicle’s portfolio since
that time.
|
|
|
The Other Investment Vehicle’s performance reflects the deduction of a 1% management fee charged
to investors prior to March 1, 2004, and a 1.5% management fee charged to new investors beginning March 1, 2004. Effective July
1, 2011, all investors are charged a 1.75% management fee. Performance results for the Other Investment Vehicle are actual results
reflecting the returns of the Other Investment Vehicle as a whole (rather than the returns of a particular investor), and reflect
the Other Investment Vehicle’s advisory fees, incentive fees and expenses and include the reinvestment of dividends and income.
PAST PERFORMANCE IS NOT A GUARANTEE OF FUTURE RESULTS.
|
|
2
|
The Standard & Poor’s 500 Stock Index is an index of 500 stocks chosen for market size, liquidity
and industry group, among other factors, by a team of Standard & Poor’s economists and index analysts to act as a leading indicator
of U.S. equities and reflect the risk and return characteristics of the broader large capitalization equity universe. The Standard
& Poor’s 500 Stock Index is one of the most commonly used benchmarks for the overall U.S. stock market.
|
|
3
|
MSCI World Index is a free float-adjusted market capitalization weighted index that is designed
to measure the equity market performance of developed markets. As of February 2013, the MSCI World Index consisted of the following
24 developed market country indices: Australia, Austria, Belgium, Canada, Denmark, Finland, France, Germany, Greece, Hong Kong,
Ireland, Israel, Italy, Japan, Netherlands, New Zealand, Norway, Portugal, Singapore, Spain, Sweden, Switzerland, the United Kingdom,
and the United States. (Source: MSCI Barra)
|
OTHER DISCLOSURES
This information is intended
for illustration purposes only. No index is directly comparable to the Fund or the Other Investment Vehicle. Past performance
is not indicative of future results or performance of any account managed (directly or indirectly) by Mr. Sparaggis, including
the Fund. There is no guarantee that the Fund will achieve its investment objective.
ACAP
Strategic Fund
Statement of
Additional Information
Dated February 27, 2013
This
Statement of Additional Information (“SAI”) is not a prospectus.
This SAI relates to and should be read in conjunction with the prospectus of
ACAP Strategic Fund (the “Fund”), dated February 27, 2013. To obtain
a copy of the Fund’s prospectus (the “Prospectus”),
please call the Fund’s Vice President at (212) 389-8713.
TABLE OF CONTENTS
ADDITIONAL INVESTMENT POLICIES AND PRACTICES
The investment objective
and principal investment strategies of the Fund, as well as the principal risks associated with the Fund’s investment strategies,
are set forth in the Prospectus. Certain additional investment information is set forth below.
Fundamental Policies
The Fund has adopted
fundamental policies for its interval fund structure as set forth in the Prospectus. In addition, the Fund has adopted the following
six fundamental investment policies, which cannot be changed without the vote of a majority of the Fund’s outstanding voting securities
(as defined by the Investment Company Act of 1940 (the “1940 Act”)):
(1) The Fund will not
invest 25% or more of the value of its total assets in the securities of issuers engaged in any single industry or group of related
industries, provided that this restriction does not limit the Fund’s investments in U.S. Government Securities (as defined herein)
or in securities of “Technology Companies” as defined in the Prospectus (as may be amended from time to time).
(2) The Fund will not
issue “senior securities” (as defined by the 1940 Act) or borrow money except to the extent permitted by the 1940 Act
or as otherwise permitted by the Securities and Exchange Commission (“SEC”) or its staff and as is consistent with the
Fund’s investment policies.
(3) The Fund will not
underwrite securities of other issuers, except insofar as the Fund may be deemed an underwriter under the Securities Act of 1933,
as amended (the “1933 Act”), in connection with the disposition of its portfolio securities.
(4) The Fund will not
make loans of money or securities to other persons, except through purchasing debt securities, lending portfolio securities or
entering into repurchase agreements in a manner consistent with the Fund’s investment policies.
(5) The Fund will not
purchase or sell commodities, except that the Fund may purchase and sell foreign currency, as well as options on foreign currency,
indices and financial futures contracts, and may enter into currency swaps and forward contracts, including those related to indices,
in connection with its investments in foreign securities, in accordance with such investment policies as the Board may adopt and
subject to applicable regulatory limitations.
(6) The Fund will not
purchase, hold or deal in real estate, but may invest in securities that are secured by real estate or that are issued by companies
that invest or deal in real estate or real estate investment trusts.
The investment objective
of the Fund and its policies with respect to share repurchases (as set forth in the Prospectus) are also fundamental and may not
be changed without a vote of a majority of the Fund’s outstanding voting securities (as defined by the 1940 Act).
Under the 1940 Act,
the vote of a majority of the outstanding voting securities of an investment company, such as the Fund, means the vote, at an annual
or a special meeting of the security holders of the Fund duly called, (i) of 67 percent or more of the voting securities present
at the meeting, if the holders of more than 50 percent of the outstanding voting securities of the Fund are present or represented
by proxy; or (ii) of more than 50 percent of the outstanding voting securities of the Fund, whichever is less.
With respect to the
investment restriction set forth in (1) above, and other policies described herein and in the Prospectus, except the incurrence
of leverage or the issuance or deemed issuance of a senior security, if a percentage restriction is adhered to at the time of entering
into the investment or transaction, a later change in percentage resulting from a change in the values of investments or the value
of the Fund’s total assets, unless otherwise stated, will not constitute a violation of the restriction or policy. In addition
to the restrictions contained in the fundamental investment policies stated above, the Fund is subject to certain restrictions
imposed by the 1940
Act on registered investment
companies, including restrictions with respect to its investment in the securities of other investment companies, insurance companies
and companies engaged in certain securities related businesses.
Special Investment Instruments and Techniques
The Fund may from
time to time utilize a variety of special investment instruments and techniques (as described below) to hedge its investment portfolio
against various risks (such as changes in interest rates or other factors that affect security values) or for non-hedging purposes
to pursue its investment objective. The instruments the Fund may use and the particular manner in which they may be used may change
over time as new instruments and techniques are developed or regulatory changes occur. Certain of the special investment instruments
and techniques that the Fund may use are speculative and involve a high degree of risk, particularly in the context of non-hedging
transactions to pursue the Fund’s investment objective. There is no requirement that the Fund hedge its portfolio or any of its
investment positions.
Call and Put Options
on Securities Indices
.
The Fund may purchase and sell call and put options on stock indices listed on national securities
exchanges or traded in the over-the-counter market for hedging purposes and non-hedging purposes to pursue its investment objective.
A stock index fluctuates with changes in the market values of the stocks included in the index. The effectiveness of purchasing
or writing stock index options for hedging purposes will depend upon the extent to which price movements in the Fund’s portfolio
correlate with price movements of the stock index selected. Because the value of an index option depends upon movements in the
level of the index rather than the price of a particular stock, the Fund’s ability to realize a gain from the purchase or writing
of options on an index depends upon movements in the level of stock prices in the stock market generally or, in the case of certain
indices, the level of stock prices in an industry or market segment, rather than movements in the price of a particular stock.
Accordingly, successful use by the Fund of options on stock indices will be subject to the
ability of the Fund’s investment
adviser, SilverBay Capital Management LLC (the “Adviser”), to predict correctly movements in the direction of the stock
market generally or of a particular industry or market segment. This requires different skills and techniques than predicting changes
in the prices of individual stocks.
Other Derivatives
.
In addition to options on securities indices (described above) and the derivative instruments described under “Principal
Investment Strategies & Methodology” in the Prospectus, the Fund may from time to time invest in a variety of other derivative
instruments to seek maximum capital appreciation or for hedging purposes, such as swaptions, and structured-equity notes. A swaption
is an option entitling one party to enter into a swap agreement with a counterparty. Structured-equity notes are specially designed
investments whose principal payments or interest payments are linked to the value of an underlying equity asset. The Adviser reserves
the right to utilize other derivative instruments as it deems appropriate and as new instruments are developed or regulatory changes
occur. Derivative instruments may be subject to various types of risks, including market risk, liquidity risk, counterparty credit
risk, legal risk and operations risk. For example:
|
·
|
the
underlying investment or security might not perform in the manner that the Adviser expects it to perform, which could make an effort
to hedge using derivatives unsuccessful;
|
|
·
|
the
company issuing the derivative instrument may be unable to pay the amount due on the maturity of the instrument;
|
|
·
|
certain derivative investments held by the Fund may trade only in over-the-counter markets or not
at all, and can be illiquid; and
|
|
·
|
derivatives may change rapidly in value because of their inherent leverage.
|
All of this can mean
that the Fund’s net asset value may change more often and to a greater degree than it otherwise would. The Fund has no obligation
to enter into any hedging transactions.
Repurchase Agreements.
The Fund is expected to invest no more than 5% of its assets in repurchase agreements involving the types of securities eligible
for purchase by the Fund.
Repurchase agreements,
which may be viewed as a type of secured lending by the Fund, are agreements under which the Fund purchases securities from a bank
that is a member of the Federal Reserve System, a foreign bank or a securities dealer that agrees to repurchase the securities
from the Fund at a higher price on a designated future date. If the seller under a repurchase agreement becomes insolvent or otherwise
fails to repurchase the securities, the Fund would have the right to sell the securities. This right, however, may be restricted,
or the value of the securities may decline before the securities can be liquidated. In the event of the commencement of bankruptcy
or insolvency proceedings with respect to the seller of the securities before the repurchase of the securities under a repurchase
agreement is accomplished, the Fund may encounter a delay and incur costs, including a decline in the value of the securities,
before being able to sell the securities. Repurchase agreements that are subject to foreign law may not enjoy protections comparable
to those provided to certain repurchase agreements under U.S. bankruptcy law, and they therefore may involve greater risks.
The Fund has adopted specific
policies designed to minimize certain of the risks of loss associated with repurchase agreements. These procedures include a requirement
that the Adviser effect repurchase transactions only with large, well-capitalized U.S. financial institutions approved by it as
creditworthy based upon periodic review. In addition, the value of the collateral underlying the repurchase agreement, which will
be held by the Fund’s custodian on behalf of the Fund, will always be at least equal to the repurchase price, including any accrued
interest on the repurchase agreement. In the event of a default or bankruptcy by a selling financial institution, the Fund will
seek to liquidate such collateral. However, the exercise of the Fund’s right to liquidate such collateral could involve certain
costs or delays and, to the extent that proceeds from any sale upon a default of the obligation to repurchase were less than the
repurchase price, the Fund could suffer a loss.
Reverse Repurchase
Agreements.
The Fund may enter into reverse repurchase agreements, which involve the sale of securities with the simultaneous
agreement to repurchase the securities at an agreed-upon price (reflecting a market rate of interest) on a specific date. These
transactions involve a risk that the other party to a reverse repurchase agreement will be unable or unwilling to complete the
transaction as scheduled, which may result in losses to the Fund. Reverse repurchase transactions are a form of leverage that may
increase the volatility of the Fund’s investment portfolio. The Fund is expected to invest no more than 5% of its assets in reverse
repurchase agreements. As with repurchase agreements, the Adviser will only effect reverse repurchase transactions with large,
well-capitalized U.S. financial institutions approved by it as creditworthy based upon periodic review.
When-Issued and
Forward Commitment Securities.
The Fund may purchase securities on a “when-issued” basis and may purchase or
sell securities on a “forward commitment” basis in order to hedge against anticipated changes in interest rates and prices.
These transactions involve a commitment by the Fund to purchase or sell securities at a future date (ordinarily one or two months
later). The price of the underlying securities, which is generally expressed in terms of yield, is fixed at the time the commitment
is made, but delivery and payment for the securities takes place at a later date. No income accrues on securities that have been
purchased pursuant to a forward commitment or on a when-issued basis prior to delivery to the Fund. When-issued securities and
forward commitments may be sold prior to the settlement date. If the Fund disposes of the right to acquire a when-issued security
prior to its acquisition or disposes of its right to deliver or receive against a forward commitment, it may incur a gain or loss.
These transactions will be subject to the Fund’s limitation on indebtedness unless, at the time the Fund enters into such a transaction,
a segregated account consisting of cash, debt securities issued or guaranteed by the U.S. Government or one of its agencies or
instrumentalities (“U.S. Government Securities”) or liquid securities equal to the value of the when-issued or forward
commitment securities is established and maintained. There is a risk that securities purchased on a when-issued basis may not be
delivered and that the purchaser of securities sold by the Fund on a forward basis will not honor its purchase obligation. In these
cases, the Fund may incur a loss.
Restricted and Illiquid
Investments
Although the Fund invests
primarily in publicly-traded securities, it may invest a portion of the value of its total assets in restricted securities and
other investments that are illiquid. Restricted securities are securities that may not be sold to the public without an effective
registration statement under the 1933 Act, or, if they are
unregistered, may be
sold only in a privately negotiated transaction or pursuant to an exemption from registration. In recognition of the increased
size and liquidity of the institutional markets for unregistered securities and the importance of institutional investors in the
formation of capital, the SEC has adopted Rule 144A under the 1933 Act, which is designed to further facilitate efficient trading
among qualified institutional investors by permitting the sale of certain unregistered securities to qualified institutional buyers.
To the extent privately placed securities held by the Fund qualify under Rule 144A, and an institutional market develops for those
securities, the Fund likely will be able to dispose of those securities without registering them under the 1933 Act. If qualified
institutional buyers become uninterested in purchasing these securities, investing in Rule 144A securities could have the effect
of increasing the level of the Fund’s illiquidity. The Fund may adopt procedures under which certain Rule 144A securities will
not be deemed to be illiquid, if certain criteria are satisfied with respect to those securities and the market therefor. Securities
that are considered to be illiquid are not expected to exceed 15% of the Fund’s net assets (as determined at the time of investment).
Foreign securities that can be freely sold in the markets in which they are principally traded are not considered by the Fund
to be restricted or illiquid. Regulation S under the 1933 Act permits the sale abroad of securities that are not registered for
sale in the United States. Repurchase agreements with maturities of more than seven days will be treated as illiquid.
When registration is required
to sell a security, the Fund may be obligated to pay all or part of the registration expenses, and a considerable period may elapse
between the decision to sell a security and the time the Fund may be permitted to sell that security under an effective registration
statement. If, during such period, adverse market conditions were to develop, the Fund might obtain a less favorable price than
that which prevailed when it decided to sell. Restricted securities for which no market exists and other illiquid investments are
valued at fair value, as determined in accordance with procedures approved and periodically reviewed by the Fund’s board of trustees
(the “Board,” and the members of the Board, the “Trustees”).
Investments in restricted
securities and other illiquid investments involve the risk that the securities will not be able to be sold at the time desired
by the Adviser or at prices approximating the value at which the Fund is carrying the securities. As a result, in determining the
proportion of the value of its total assets that will be invested in restricted and other illiquid investments, the Fund will consider
the need to maintain an adequate level of liquidity in its portfolio in order to fund the repurchase of shares from shareholders
without unnecessarily adversely impacting the value of the Fund’s portfolio.
Investments in Distressed Companies and
Restructurings
Though not currently anticipated
by the Adviser, the Fund may invest in securities and private claims and obligations of domestic and foreign entities which are
experiencing significant financial or business difficulties, such as non-performing and sub-performing loans, loan participations,
claims held by trade or other creditors, partnership interests and similar financial instruments, most of which are not publicly
traded and which may involve a substantial degree of risk. If the Fund makes such an investment, it may lose a substantial portion
or all of its investment in a troubled loan or equity interest or may be required to accept cash or securities with a value less
than their share of the investment. Among the risks inherent in investments in troubled entities is the fact that it frequently
may be difficult for the Adviser to obtain information as to the true condition of such entities.
The Fund may make certain
speculative purchases of financial instruments of companies that are involved in, or which the Adviser believes will be involved
in, corporate restructurings, that it believes are undervalued because of an extraordinary event, or that are expected to undergo
a change in value because of an expected occurrence. The Fund may also make concentrated investments in financial instruments of
companies that may be or may become targets for takeovers. If the Fund purchases financial instruments in anticipation of an acquisition
attempt or reorganization or with the intention to influence the management and policies of the issuer of the financial instruments,
and an acquisition attempt or reorganization does not in fact occur or it is not able to so influence the issuer of the financial
instruments, the Fund may sell the financial instruments at a material loss.
In most forms of corporate
reorganization, there exists the risk that the reorganization either will be unsuccessful (for example, for failure to obtain requisite
approvals), will be delayed (for example, until various liabilities, actual or contingent, have been satisfied) or will result
in a distribution of cash or a new financial instrument the value of which will be less than the purchase price to the Fund of
the financial instruments in respect of which such distribution was made.
INVESTMENT
ADVISORY AND OTHER SERVICES
Subject to the supervision
and control of the Board, the Adviser serves as the Fund’s investment adviser, pursuant to an investment advisory agreement (the
“Advisory Agreement”). The Advisory Agreement was approved by the Board (including a majority of the Trustees who are
not “interested persons” (as defined in the 1940 Act) of the Fund (the “Independent Trustees”)), at a meeting
held in person on December 2, 2009, and approved on that date by the then sole shareholder of the Fund.
The Adviser is responsible
for: (i) developing and implementing the Fund’s investment program, (ii) managing the Fund’s investment portfolio and making all
decisions regarding the purchase and sale of investments for the Fund, and (iii) providing various management and administrative
services to the Fund. The Advisory Agreement provides that, in consideration for providing certain management services (provided
by the Adviser or an affiliate) and administrative services (provided by the Adviser or an affiliate), the Adviser will be entitled
to receive the management fee and incentive fee, as set forth under “Fees and Expenses” in the Prospectus and as described
below. The management fee and incentive fee arrangements between the Fund and the Adviser were also approved in person by the Board
(including a majority of the Independent Trustees), and approved on that date by the then sole shareholder of the Fund, on December
2, 2009.
Those certain management
and administrative services provided by the Adviser (or an affiliate) include assisting the Fund in selecting, and monitoring the
quality of services provided by, the Fund’s administrator, custodian, transfer agent, and other organizations that provide services
to the Fund. In addition, the Adviser (or an affiliate) provides office space, facilities, equipment and other support services
and personnel as necessary to operate the Fund. The Adviser is also responsible for providing additional management and administrative
services as may reasonably be required in connection with the business affairs and operations of the Fund beyond those furnished
by the Fund’s administrator.
The Advisory Agreement provides
for indemnification by the Fund of the Adviser and its affiliates from any and all costs, losses, claims, damages or liabilities,
joint or several, including reasonable attorneys’ fees and disbursements incurred by them resulting in any way from their performance
or non-performance of their duties with respect to the Fund. Indemnification is only available to the extent the cost, loss, claim,
damage or liability did not result from willful misfeasance, bad faith or gross negligence in the performance by the persons seeking
indemnification of their duties, or the reckless disregard of their obligations and duties, under the Advisory Agreement.
The Advisory Agreement provides
that it will continue in effect for two years and that, after the initial period of effectiveness, will continue in effect for
successive annual periods,
provided
that such continuance is specifically approved at least annually by the vote of a majority
of the Board who are not parties to the agreement or interested persons of any such party cast in person at a meeting called for
the purpose of voting on such continuance, and either: (i) the vote of a majority of the outstanding shares of the Fund; or (ii)
the vote of a majority of the full Board. The Advisory Agreement also provides that it may be terminated at any time, without the
payment of any penalty, either by: (i) the Fund, by action of the Board or by vote of a majority of the outstanding shares of the
Fund, on 60 days’ written notice; or (ii) the Adviser on 60 days’ written notice to the Fund. The Advisory Agreement will terminate
immediately in the event of its “assignment” (as defined in the 1940 Act). A discussion regarding the basis for the Board’s
approval of the Advisory Agreement and the factors the Board considered is available in the Fund’s annual report to
shareholders for the period ended October 31, 2012.
In consideration of management
services provided by the Adviser and for services provided by the Adviser or an affiliate for certain administrative services,
the Fund pays the Adviser a monthly management fee computed at the annual rate of 2.00% of the Fund’s average daily net assets
(the “Management Fee”), which is due and payable in arrears within five business days after the end of each month. This
fee is accrued daily as an expense to be paid out of the Fund’s assets and will have the effect of reducing the net asset value
of the Fund.
The Fund also pays the Adviser
a performance-based incentive fee (the “Incentive Fee”) promptly after the end of each fiscal year of the Fund. The Incentive
Fee is determined as of the end of the fiscal year in an amount equal to 20% of the amount by which the Fund’s net profits for
all Fiscal Periods (as defined below) ending within
or coterminous with the
close of such fiscal year exceed the balance of the loss carryforward account (as described below), without duplication for any
Incentive Fees paid during such fiscal year. The Fund also pays the Adviser the Incentive Fee in the event a Fiscal Period is
triggered in connection with a share repurchase offer by the Fund, as described below. For purposes of calculating the Incentive
Fee, net profits means the amount by which: (a) the net assets of the Fund as of the end of a Fiscal Period, increased by the
dollar amount of shares of the Fund repurchased during the Fiscal Period (excluding shares to be repurchased as of the last day
of the Fiscal Period after determination of the Incentive Fee) and by the amount of dividends and other distributions paid to
shareholders during the Fiscal Period and not reinvested in additional shares (excluding any dividends and other distributions
to be paid as of the last day of the Fiscal Period), exceeds (b) the net assets of the Fund as of the beginning of the Fiscal
Period, increased by the dollar amount of shares of the Fund issued during the Fiscal Period (excluding any shares issued in connection
with the reinvestment of dividends and other distributions paid by the Fund). Net assets means the total value of all assets of
the Fund, less an amount equal to all accrued debts, liabilities and obligations of the Fund, determined in accordance with the
valuation and accounting policies and procedures of the Fund. “Fiscal Period” means each twelve-month period ending
on the Fund’s fiscal year-end, provided that whenever the Fund conducts a share repurchase offer, the period of time from
the last Fiscal Period-end through the effective date of the repurchase offer also constitutes a Fiscal Period. Upon termination
of the Advisory Agreement, the Fund will pay the Incentive Fee to the Adviser as if the date of effectiveness of such termination
is the end of the Fund’s fiscal year.
In the event that an Incentive
Fee is payable with respect to a Fiscal Period that is not the Fund’s fiscal year-end due to the Fund’s share repurchases, the
Incentive Fee will be determined as if the end of such Fiscal Period were the end of the Fund’s fiscal year, and only that portion
of the Incentive Fee that is proportional to the Fund’s assets paid in respect of such share repurchases (not taking into account
any proceeds from any contemporaneous issuance of shares of the Fund, by reinvestment of dividends and other distributions or otherwise)
will be paid to the Adviser for such Fiscal Period. Since the Fund operates as an interval fund under Rule 23c-3 of the 1940 Act
and conducts repurchase offers every fiscal quarter, Fiscal Periods could be triggered (and therefore, a portion of the Incentive
Fee would be payable to the Adviser) up to four times each fiscal year.
The Incentive Fee is calculated
and accrued daily as an expense of the Fund (as if each day is the end of the Fund’s fiscal year). The Adviser will be under no
obligation to repay any Incentive Fee or portion thereof previously paid to it by the Fund. Thus, the payment of an Incentive Fee
for a Fiscal Period will not be reversed by the subsequent decline in assets of the Fund in any subsequent Fiscal Period.
The Incentive Fee will
be payable for a Fiscal Period only if there is no positive balance in the Fund’s loss carryforward account. The loss carryforward
account is an account that will have an initial balance of zero upon commencement of the Fund’s operations and, thereafter, will
be credited as of the end of each Fiscal Period with the amount of any net loss of the Fund for that Fiscal Period and will be
debited with the amount of any net profits of the Fund for that Fiscal Period, as applicable (provided, however, that the debiting
of net profits may only reduce a positive balance in the loss carryforward account and may not reduce the balance of the loss carryforward
account below zero). This is sometimes known as a “high water mark.” The balance of the loss carryforward account, if
any, will be subject to a proportionate reduction as of the day following: (i) the payment by the Fund of any dividend or other
distribution to shareholders (unless the full amount thereof is reinvested in shares of the Fund); and (ii) any repurchase by the
Fund of its shares.
The total dollar amounts paid to the
Adviser by the Fund under the Advisory Agreement for fiscal years 2012 and 2011 and fiscal period 2010 were $13,761,682, $9,249,942 and
$3,213,809, respectively.
MANAGEMENT
OF THE FUND
The Board has overall
responsibility for the management and supervision of the operations of the Fund and has approved the Fund’s investment program.
It exercises similar powers, authority and responsibilities on behalf of the Fund as are customarily exercised by the board of
directors of a registered investment company organized as a corporation, and has complete and exclusive authority to oversee and
to establish policies regarding the management, conduct and operation of the Fund’s business. The Board also oversees the Fund’s
risk management processes, primarily through the functions (described below) performed by the Audit Committee. The Trustees will
not contribute to the capital of the Fund in their capacity as Trustees, but may subscribe for shares, subject to the eligibility
requirements described in the Prospectus.
Gregory D. Jakubowsky, the
president and principal executive officer of the Fund and the Chief Operating Officer and Chief Compliance Officer of Alkeon Capital
Management, LLC (“Alkeon”) (the sole member of the Adviser), serves as chairman of the Board (the “Chairman”).
Although he is an “interested person” of the Fund, as defined by the 1940 Act, the Board believes that by having the
Fund’s principal executive officer serve as Chairman, it can more effectively conduct the regular business of the Fund and that
through its regularly-scheduled executive sessions, the Independent Trustees have an adequate opportunity to serve as an independent,
effective check on management and to protect shareholders’ interests. Furthermore, as summarized below, the Board has two committees
performing critical functions for the Fund’s governance and operations: the Audit Committee and the Nominating Committee, both
of which are comprised exclusively of Independent Trustees. Although the Fund does not have a “lead” Independent Trustee,
the Board believes that adequate independent leadership is present given the relatively small size of the Board (60% of which is
represented by Independent Trustees) and that each of the Fund’s critical committees of the Board (Audit and Nominating) is chaired
by an Independent Trustee.
The identity of the
Trustees, and brief biographical information regarding each Trustee, is set forth below.
Independent Trustees
|
Name
and Age
|
|
Position(s)
with the
Fund
|
|
Term of Office and Length of Time Served
|
|
Principal Occupation(s) During Past 5 Years
|
|
Number of Portfolios in
Fund Complex*
Overseen by Trustee
|
|
Other Trusteeships/Directorships
Held by Trustee
|
Brad L. Berman, 56
|
|
Trustee
|
|
Indefinite/Since Inception
|
|
Partner, Holland & Knight LLP (law firm); President, Liberian International Ship & Corporate Registry, LLC (ship & corporate registry)
|
|
One (1)
|
|
None
|
|
|
|
|
|
|
|
|
|
|
|
William F. Murphy, 54
|
|
Trustee
|
|
Indefinite/Since Inception
|
|
Trader, Bay Hill Capital Management, LLC (investment management firm); Senior Vice President, Derivative Trading, HSBC Bank, NA (investment bank)
|
|
One (1)
|
|
None
|
|
|
|
|
|
|
|
|
|
|
|
Jorge Orvananos, 44
|
|
Trustee
|
|
Indefinite/Since Inception
|
|
Principal, GFR, LLC (consulting); Analyst, HealthCor Partners Management, L.P. (private equity firm); Technical Strategist, Kingdon Capital Management, LLC (hedge fund sponsor firm)
|
|
One (1)
|
|
None
|
The address of each Independent Trustee is
350 Madison Avenue, 9th Floor, New York, New York 10017.
* “Fund Complex” means two
or more registered investment companies that hold themselves out to investors as related companies for purposes of investment
and investor services, or that have a common investment adviser or have an investment adviser that is an affiliated person of
the investment adviser of any of the other registered investment companies. Currently, the Fund is not part of any “Fund
Complex.”
(1) Other than the Fund.
Interested Trustees*
|
Name and Age
|
|
Position(s)
with the
Fund
|
|
Term of Office and Length of Time Served
|
|
Principal Occupation(s) During Past 5 Years
|
|
Number of Portfolios in Fund Complex Overseen by Trustee
|
|
Other Trusteeships/Directorships Held by Trustee
|
Gregory D. Jakubowsky, 40
|
|
Trustee, President and Principal Executive Officer
|
|
Indefinite/Since Inception
|
|
Chief Operating Officer and Chief Compliance Officer, Alkeon Capital Management, LLC (investment management firm); Chief Executive Officer, Mainsail Group, L.L.C. (broker-dealer)
|
|
One (1)
|
|
None
|
|
|
|
|
|
|
|
|
|
|
|
George Mykoniatis, 42
|
|
Trustee, Treasurer and Principal Financial Officer
|
|
Since December 2012
|
|
Chief Financial Officer, Alkeon Capital Management, LLC (investment management firm); Chief Compliance Officer, Mainsail Group, L.L.C. (broker-dealer)
|
|
One (1)
|
|
None
|
* “Interested person” of the Fund
or the Adviser, as defined by the 1940 Act. Messrs. Jakubowsky and Mykoniatis are interested person of the Fund due to their positions
as officers of the Fund.
(1) Other than the Fund.
Each of the Trustees,
other than George Mykoniatis, was elected to the Board by the Adviser as the then sole shareholder of the Fund. At its December
2012 meeting, the Board unanimously appointed Mr. Mykoniatis to serve on the Board as a Trustee.
The Trustees serve on
the Board for terms of indefinite duration. Except as required by the 1940 Act, Trustees need not be elected by shareholders. Each
Trustee shall serve during the continued lifetime of the Trust until he/she dies, resigns, is declared bankrupt or incompetent
by a court of appropriate jurisdiction, or is removed, or, if sooner, until the next meeting of shareholders called for the purpose
of electing Trustees and until the election and qualification of his/her successor. Any Trustee may resign at any time by written
instrument signed by him/her and delivered to any officer of the Trust or to a meeting of the Trustees. The Board, by action of
a majority of the then remaining Trustees at a duly constituted meeting, may fill vacancies in the Board or remove Trustees with
or without cause; except that a vacancy shall be filled only by a person elected by shareholders if required by the 1940 Act. Any
Trustee may be removed at any meeting of shareholders by a vote of two-thirds of the outstanding shares of the Trust. A meeting
of shareholders for the purpose of electing or removing one or more Trustees may be called (i) by the Trustees upon their own vote,
or (ii) upon the demand of a shareholder or shareholders owning shares representing 10% or more of all votes entitled to be cast
by outstanding shares.
The following table
sets forth certain information regarding the compensation received by the Independent Trustees from the Fund for the fiscal year
ended October 31, 2012. No compensation is paid by the Fund to Trustees who are “interested persons” (as defined by
the 1940 Act) of the Fund or the Adviser.
Compensation Table
Name of Trustee
|
|
Aggregate Compensation from Fund
|
|
|
Pension or Retirement Benefits Accrued as Part of Fund Expenses
|
|
|
Estimated Annual Benefits Upon Retirement
|
|
|
Total Compensation from the Fund and the Fund Complex
(1)
|
|
Brad L. Berman
|
|
$
|
15,000
|
|
|
|
0
|
|
|
|
0
|
|
|
$
|
25,000
|
|
William F. Murphy
|
|
$
|
15,000
|
|
|
|
0
|
|
|
|
0
|
|
|
$
|
25,000
|
|
Jorge Orvananos
|
|
$
|
15,000
|
|
|
|
0
|
|
|
|
0
|
|
|
$
|
25,000
|
|
(1)
|
Information in the Compensation Table is for the current fiscal year. The Fund Complex includes
another registered investment company advised by the Adviser.
|
Currently, the Independent
Trustees are each paid an annual retainer of $15,000 and are reimbursed by the Fund for their reasonable out-of-pocket expenses.
The Trustees do not receive any pension or retirement benefits from the Fund.
Board Committees
The Board has formed an
Audit Committee consisting of the Independent Trustees of the Fund. The primary duties of the Audit Committee are: (i) to recommend
to the full Board and to approve the independent registered public accounting firm to be retained by the Fund each fiscal year;
(ii) to meet with the Fund’s independent registered public accounting firm as the Audit Committee deems necessary; (iii) to review
and approve the fees charged by the registered public accounting firm for audit and non-audit services; (iv) to oversee the Fund’s
risk management processes by, among other things, meeting with the Fund’s auditors and overseeing the Fund’s disclosure controls
and procedures (including the Fund’s internal controls over financial reporting); and (v) to report to the full Board on a regular
basis and to make recommendations with respect to the above and other matters as the Audit Committee may deem necessary or appropriate.
The Board has adopted a written charter for the Audit Committee. During the fiscal year ended October 31, 2012, the Audit Committee
held three meetings.
The Board has also formed
a Nominating Committee comprised of the Independent Trustees to which the discretion to select and nominate candidates to serve
as Independent Trustees has been committed. While the Nominating Committee is solely responsible for the selection and nomination
of the Fund’s Independent Trustees, the Nominating Committee may consider nominations for the office of Independent Trustee made
by investors in the Fund or by Fund management as it deems appropriate. Shareholders who wish to recommend a nominee should send
nominations (that include biographical information and set forth the qualifications of the proposed nominee) to ACAP Strategic
Fund, 350 Madison Avenue, 9th Floor, New York, New York, 10017; Attention: Vice President. During the fiscal year ended October
31, 2012, the Nominating Committee held no meetings.
Although the Board does
not have a formal diversity policy, the Board endeavors to comprise itself of members with a broad mix of professional and personal
backgrounds. The Independent Trustees have, through their annual self-assessment process, expressed their satisfaction with the
current composition of the Board and, in this regard, accorded particular weight to the individual professional and personal background
of each Trustee, as set forth in the biographies included in the table contained in “Management of the Fund—Independent
Trustees.” The Independent Trustees also considered that Messrs. Jakubowsky and Mykoniatis are not Independent Trustees, but
recognized that they are senior officers of Alkeon (the sole member of the Adviser) and serve as principal officers of the Fund,
and, as such, help foster the Board’s direct access to information regarding the Adviser and the Fund. In considering the candidacy
of a prospective Independent Trustee, the Nominating Committee and the Board would take into account a variety of factors, including
each nominee’s professional background and experience.
Equity Securities Owned by Trustees
As of the end of the
most recently completed calendar year, none of the Trustees own shares of the Fund. As of the end of the most recently completed
calendar year, the Independent Trustees, and their immediate family members, did not beneficially own or own of record securities
in the Adviser, the Adviser’s sole member, Alkeon, Mainsail Group L.L.C. or any persons (other than registered investment companies)
directly or indirectly controlling, controlled by or under common control with the Adviser.
[REMAINDER OF PAGE INTENTIONALLY
LEFT BLANK]
Fund Officers
In accordance with
the Fund’s agreement and declaration of trust (the “Declaration of Trust”), the Board has selected the following persons
to serve as officers of the Fund:
Officers
|
Name and
Age
|
|
Position(s) with
the Fund
|
|
Term of Office and Length of Time Served
|
|
Principal Occupation(s)
During Past 5 Years
|
|
Number of Portfolios in Fund Complex Overseen
|
Gregory D. Jakubowsky, 40
|
|
President and Principal Executive Officer
|
|
Indefinite/Since Inception
|
|
Chief Operating Officer and Chief Compliance Officer, Alkeon Capital Management, LLC (investment management firm); Chief Executive Officer, Mainsail Group, L.L.C. (broker-dealer)
|
|
One (1)
|
|
|
|
|
|
|
|
|
|
George Mykoniatis, 42
|
|
Treasurer and Principal Financial Officer
|
|
Indefinite/Since Inception
|
|
Chief Financial Officer, Alkeon Capital Management, LLC (investment management firm); Chief Compliance Officer, Mainsail Group, L.L.C. (broker-dealer)
|
|
One (1)
|
|
|
|
|
|
|
|
|
|
A. Tyson Arnedt, 51
|
|
Chief Compliance Officer, Chief Legal Officer, Vice President and Secretary
|
|
Indefinite/Since Inception
|
|
Chief Compliance Officer, SilverBay Capital Management LLC (investment management firm); General Counsel, Alkeon Capital Management, LLC (investment management firm); General Counsel, Mainsail Group, L.L.C. (broker-dealer); Independent Consultant; Chief Operating Officer, EIM Management (USA) Inc. (investment management firm)
|
|
One (1)
|
The address of each Officer
is 350 Madison Avenue, 9th Floor, New York, New York 10017.
(1) Other than the Fund.
PORTFOLIO
MANAGER
The following table
provides information regarding accounts managed by the Fund’s portfolio manager, Mr. Panayotis (“Takis”) Sparaggis (the
“Portfolio Manager”), as of October 31, 2012:
|
Registered Investment
Companies Managed by the
Portfolio Manager
|
Pooled Investment Vehicles
Managed by the
Portfolio Manager
|
Other Accounts
Managed
by the
Portfolio
Manager
|
Name of
Portfolio
Manager
|
Number with
Performance-
Based
Fees
|
Total Assets with
Performance-
Based
Fees
|
Number with
Performance-
Based
Fees
|
Total Assets with
Performance-
Based
Fees
|
Number with
Performance-
Based
Fees
|
Total Assets with
Performance-
Based
Fees
|
Panayotis (“Takis”) Sparaggis
|
1
|
$1,441,707,900
|
9
|
$1,511,998,218
|
None
|
N/A
|
Portfolio Manager Compensation
Mr. Sparaggis’ compensation
consists of periodic draws and the income from the profits of Alkeon, the sole member of the Adviser, derived by him as its controlling
principal. The level of Alkeon’s profitability in turn is dependent on the advisory fees and performance fees and allocations received
from the Fund and other advisory clients.
Securities Ownership of Portfolio Managers
As of October 31, 2012,
the Portfolio Manager did not own directly any shares of the Fund. (This does not take into account the Portfolio Manager’s position
as controlling principal of the Adviser’s sole member.)
TAX
ASPECTS
The following is a
general summary of the material anticipated U.S. federal income tax consequences of the purchase, ownership and disposition of
shares of the Fund. The discussion is based upon the Internal Revenue Code of 1986, as amended (the “Code”), Treasury
Regulations, court decisions, published positions of the Internal Revenue Service (“IRS”) and other applicable authorities,
all as in effect on the date hereof and all of which are subject to change or differing interpretations (possibly with retroactive
effect). The discussion is limited to U.S. persons who hold shares of the Fund as capital assets for federal income tax purposes.
This summary does not address all of the federal income tax consequences that may be relevant to a particular shareholder or to
shareholders who may be subject to special treatment under federal income tax laws. No ruling has been or will be obtained from
the IRS regarding any matter relating to the shares. No assurance can be given that the IRS would not assert a position contrary
to any of the tax aspects described below. The discussions set forth here and in the Prospectus do not constitute tax advice. Shareholders
must consult their own tax advisers as to the federal income tax consequences of the purchase, ownership and disposition of shares
of the Fund, as well as the effects of state, local and non-U.S. tax laws.
Federal Income Taxation of the Fund
The Fund has elected,
and intends to qualify each year, to be treated as a regulated investment company (“RIC”) under Subchapter M of the Code.
To qualify as a regulated investment company, the Fund must comply with certain requirements relating to, among other things, the
sources of its income (the “Gross Income Requirement”) and diversification of its assets (the “Diversification Requirement”).
If the Fund so qualifies and distributes each year to its shareholders at least 90% of its investment company taxable income (generally
including ordinary income and net short-term capital gain, but not net capital gain, which is the excess of net long-term capital
gain over net short-term capital loss) and meets certain other requirements, it will not be required to pay federal income taxes
on any income it distributes to shareholders. The Fund intends to distribute at least the minimum amount necessary to satisfy the
90% distribution requirement. The Fund will not be subject to federal income tax on any net capital gain distributed to shareholders.
If the Fund retains
any net capital gains for reinvestment, it may elect to treat such capital gains as having been distributed to its shareholders.
If the Fund makes such an election, each shareholder will be required to report its share of such undistributed net capital gain
as long-term capital gain and will be entitled to claim its share of the U.S. federal income taxes paid by the Fund on such undistributed
net capital gain as a credit against its own U.S. federal income tax liability, if any, and to claim a refund on a properly-filed
U.S. federal income tax return to the extent that the credit exceeds such liability. In addition, each shareholder will be entitled
to increase the adjusted tax basis of its shares by the difference between its share of such undistributed net capital gain and
the related credit. There can be no assurance that the Fund will make this election if it retains all or a portion of its net capital
gain for a taxable year.
To avoid a nondeductible
4% federal excise tax, the Fund will be required to distribute by December 31 of each year at least an amount equal to the sum
of (i) 98% of its ordinary income for such year, (ii) 98.2% of its capital gain net income (which generally is computed on the
basis of the one-year period ending on October 31st of such year), and (iii) any amounts that were not distributed in previous
taxable years on which the Fund paid no U.S. federal income tax. For purposes of the excise tax, any ordinary income or capital
gain net income retained by, and subject to federal income tax in the hands of, the Fund will be treated as having been distributed.
The Diversification
Requirement requires the Fund to diversify its holdings so that at the end of each quarter of the taxable year:
|
·
|
at least 50% of the value of the Fund’s
total assets consists of cash, cash equivalents, U.S. government securities, securities of other RICs and other securities representing,
in respect of any one issuer, no more than 5% of the value of the Fund’s assets and no more than 10% of the outstanding voting
securities of such issuer; and
|
|
·
|
no more than 25% of the value of the total
assets of the Fund is invested in (i) the securities of any one issuer, other than U.S. government securities or securities
of other RICs, (ii) the securities of any two or more issuers that are controlled, as determined under applicable tax rules,
by the Fund and that are engaged in the same or similar or related trades or businesses, or (iii) securities of qualified
publicly traded partnerships.
|
If the Fund failed
to qualify as a regulated investment company or failed to satisfy the 90% distribution requirement in any taxable year, the Fund
may be taxed as an ordinary corporation on its taxable income (even if such income were distributed to its shareholders) and all
distributions out of earnings and profits would be taxed to shareholders at the ratio then applicable to dividend income. In addition,
the Fund could be required to recognize unrealized gains, pay taxes and make distributions (which could be subject to interest
charges) before requalifying for taxation as a regulated investment company.
As an alternative,
there is a remedy for a failure of the Diversification Requirement, if the failure was due to reasonable cause and not willful
neglect, subject to certain divestiture and procedural requirements and the payment of a tax. There is also a de minimis exception
to a potential failure of the Diversification Requirement that would require corrective action but no tax payment. In addition,
a failure of the Gross Income Requirement can be remedied, if the failure was due to reasonable cause and not willful neglect,
subject to certain procedural requirements and the payment of a tax.
There is a possibility
that the Fund may from time to time be considered under the Code to be a nonpublicly offered regulated investment company. Under
Temporary Regulations, certain expenses of nonpublicly offered regulated investment companies, including advisory fees, may not
be deductible by certain shareholders, generally including individuals and entities that compute their taxable income in the same
manner as an individual (thus, for example, a qualified pension plan is not subject to this rule). Such a shareholder’s pro rata
portion of the affected expenses, will be treated as an additional dividend to the shareholder and will be deductible by such
shareholder,
subject to the 2% “floor” on miscellaneous itemized deductions and other limitations on itemized deductions set forth
in the Code. A “nonpublicly offered regulated investment company” is a RIC whose shares are neither (i) continuously
offered pursuant to a public offering, (ii) regularly traded on an established securities market nor (iii) held by at least 500
persons at all times during the taxable year.
Nature of the Fund’s Investments
Certain of the Fund’s
investment practices are subject to special and complex federal income tax provisions that may, among other things, (i) disallow,
suspend or otherwise limit the allowance of certain losses or deductions, (ii) convert lower taxed long-term capital gain and qualified
dividend income into higher taxed short-term capital gain or ordinary income, (iii) convert an ordinary loss or a deduction into
a capital loss (the deductibility of which is more limited), (iv) cause the Fund to recognize income or gain without a corresponding
receipt of cash, (v) adversely affect the timing as to when a purchase or sale of stock or securities is deemed to occur and (vi)
adversely alter the characterization of certain complex financial transactions. An investment by the Fund in a “passive foreign
investment company” may result in additional taxes as well as potentially causing the Fund to recognize income in advance
of receiving cash payments.
Income from investments
in foreign securities received by the Fund may be subject to income, withholding or other taxes imposed by foreign countries and
United States possessions. Such taxes will not be deductible or creditable by shareholders. Tax conventions between certain countries
and the United States may reduce or eliminate such taxes.
Certain foreign currency
gains and losses attributable to currency exchange rate fluctuations are treated as ordinary income or loss. Such income (or loss)
may increase (or decrease) the Fund’s income available for distribution.
Distributions to Shareholders
Distributions of the
Fund’s investment company taxable income are, except as described below, taxable to shareholders as ordinary income to the extent
of the Fund’s earnings and profits. Distributions of the Fund’s net capital gain as capital gain dividends, if any, are taxable
to shareholders as long-term capital gains regardless of the length of time shares of the Fund have been held by such shareholders.
Distributions in excess of the Fund’s current and accumulated earnings and profits will first reduce the adjusted tax basis of
a holder’s shares and, after such adjusted tax basis is reduced to zero, will constitute long-term or short-term capital gains
to such holder, depending on the holder’s holding period in the shares. The Fund will inform shareholders of the source and tax
status of all distributions promptly after the close of each calendar year.
The federal income
tax rates generally are reduced to 20% (lower ratios apply for individuals in lower tax brackets) on (1) long-term capital gains
received by individuals and (2) “qualified dividend income” received by individuals from certain domestic and foreign
corporations. Fund shareholders, as well as the Fund itself, must also satisfy certain holding period and other requirements in
order for the reduced rates to apply. Because the Fund intends to invest primarily in equity securities, a portion of the ordinary
income dividends paid by the Fund should be eligible for the reduced rate applicable to “qualified dividend income.”
No assurance can be given as to what percentage of the ordinary income dividends, if any, will consist of “qualified dividend
income.” To the extent that distributions from the Fund are designated as capital gain dividends, such distributions will
be eligible for the reduced rates applicable to long-term capital gains.
Sale of Shares
A shareholder will
recognize a gain or loss on the sale of shares (other than a repurchase as described below) equal to the difference between the
shareholder’s adjusted tax basis (which will include any sales load paid by such shareholder to a Selling Agent) in the shares
sold and the amount received. Generally, any such gain or loss will be considered capital gain or loss if the shares are held as
capital assets and generally will be treated as a long-term capital gain or loss if the shares have been held for more than one
year. Any loss realized on a sale or exchange
will be disallowed to the extent the shares disposed of are replaced within a period
of 61 days beginning 30 days before and ending 30 days after the shares are disposed of, such as pursuant to the Fund’s automatic
reinvestment plan. In such a case, the tax basis of the shares acquired will be adjusted to reflect the disallowed loss. Any loss
realized by a shareholder on the sale or exchange of Fund shares held by a shareholder for six months or less will be treated for
federal income tax purposes as a long-term capital loss to the extent of any distributions of long-term capital gains received
by the shareholder with respect to such shares and the amount of any undistributed capital gain of the Fund required to be included
in the income of the shareholder with respect to such shares.
Tax on Net Investment Income
For
taxable years beginning on or after January 1, 2013, individuals, estates and trusts will be subject to a Medicare tax of 3.8%
on “net investment income” (or undistributed “net investment income”, in the case of estates and trusts) for
each such taxable year, with such tax applying to the lesser of such income or the excess of such person’s adjusted gross income
(with certain adjustments) over a specified amount.
*
Net investment income includes net income from interest, dividends, annuities, royalties and rents and net gain attributable to
the disposition of investment property. It is anticipated that net income and gain attributable to an investment in the Fund will
be included in a shareholder’s “net investment income” subject to this Medicare tax.
Repurchase of Shares
The repurchase of
shares by the Fund generally will be a taxable transaction for federal income tax purposes, either as a sale or exchange or, under
certain circumstances, as a dividend. A repurchase of shares generally will be treated as a sale or exchange if the receipt of
cash by the shareholder results in a “complete redemption” of the shareholder’s interest in the Fund or is “substantially
disproportionate” or “not essentially equivalent to a dividend” with respect to the shareholder. In determining
whether any of these tests have been met, shares actually owned and shares considered to be owned by the shareholder by reason
of certain constructive ownership rules generally must be taken into account. If any of the tests for sale or exchange treatment
is met, a shareholder will recognize gain or loss on a redemption equal to the difference between the amount of cash received by
the shareholder and the adjusted tax basis of the shares redeemed. If such shares are held as a capital asset, the gain or loss
will be a capital gain or loss.
If none of the tests
for sale or exchange treatment is met, the amount received by a shareholder on a redemption of shares will be taxable to the shareholder
as a dividend to the extent of such shareholder’s allocable share of the Fund’s current and accumulated earnings and profits. The
excess of such amount received over the portion that is taxable as a dividend would constitute a non-taxable return of capital
(to the extent of the shareholder’s adjusted tax basis in the shares sold), and any amount in excess of the shareholder’s adjusted
tax basis would constitute taxable gain. Any remaining tax basis in the shares repurchased by the Fund will be transferred to any
remaining shares held by such shareholder. In addition, if the Fund were treated as a nonpublicly offered regulated investment
company, then if a repurchase of shares is treated as a dividend to a tendering shareholder, a constructive dividend may result
to a non-tendering shareholder whose proportionate interest in the earnings and assets of the Fund has been increased by such repurchase.
Non-U.S. Shareholders
A shareholder who
is not (i) a citizen or resident alien individual of the United States, (ii) a corporation or partnership created or organized
under the laws of the United States or any state thereof, including the District of Columbia, (iii) an estate, the income of which
is subject to United States federal income taxation regardless of its source or (iv) a trust, if such trust validly elects to be
treated as a United States person for United States federal income tax purposes or whose administration is subject to the primary
supervision of a United States court and which has one or more United States fiduciaries who have the authority to control all
substantial decisions of the trust (a “Non-U.S. Shareholder”) generally will be subject to withholding of United States
federal income tax at a
|
*
|
The amount is $250,000 for married individuals filing jointly, $125,000 for married individuals
filing separately, $200,000 for other individuals and the dollar amount at which the highest income tax bracket for estates and
trusts begins.
|
30% rate (or lower applicable treaty rate) on dividends from the Fund (other than capital gain dividends)
that are not “effectively connected” with a United States trade or business carried on by such shareholder, provided
that such shareholder furnishes to the Fund a properly completed IRS Form W-8BEN or other applicable W-8 form certifying its non-United
States status.
Non-effectively connected
capital gain dividends and gains realized from the sale of shares will not be subject to United States federal income tax in the
case of (i) a Non-U.S. Shareholder that is a corporation and (ii) an individual Non-U.S. Shareholder who is not present in the
United States for 183 days or more during the taxable year (assuming that certain other conditions are met). However, certain Non-U.S.
Shareholders may nonetheless be subject to backup withholding and information reporting on capital gain dividends and gross proceeds
paid to them upon the sale of their shares. (
See
“Backup Withholding” and “Information Reporting” below.)
If distributions made
by the Fund or gains realized from the sale of shares are effectively connected with a Non-U.S. Shareholder’s United States trade
or business, then such amounts will not be subject to the 30% withholding described above, but rather will be subject to United
States federal income tax on a net basis at the graduated tax rates applicable to United States persons. To establish that income
from the Fund or gains realized from the sale of shares are effectively connected with a United States trade or business, a Non-U.S.
Shareholder must provide the Fund with a properly completed IRS Form W-8ECI certifying that such amounts are effectively connected
with the Non-U.S. Shareholder’s United States trade or business. Non-U.S. Shareholders that are corporations may also be subject
to an additional “branch profits tax” with respect to income from the Fund that is effectively connected with a United
States trade or business.
For taxable years
beginning before January 1, 2014, properly designated dividends are generally exempt from U.S. federal withholding tax where they
(i) are paid in respect of the Fund’s “qualified net interest income” (generally, the Fund’s U.S.-source interest income,
other than certain contingent interest and interest from obligations of a corporation or partnership of which the Fund owns at
least 10% of the voting power or capital or profits interest, as applicable, reduced by expenses that are allocable to such income)
or (ii) are paid in respect of the Fund’s “qualified short-term capital gains” (generally, the excess of the Fund’s net
short-term capital gain over the Fund’s long-term capital loss for such taxable year). Depending on its circumstances, however,
the Fund may designate all, some or none of its potentially eligible dividends as such qualified net interest income or as qualified
short-term capital gains, and/or treat such dividends, in whole or in part, as ineligible for this exemption from withholding.
In order to qualify for this exemption from withholding, a Non-U.S. Shareholder will need to comply with applicable certification
requirements relating to its Non-U.S. status (including, in general, furnishing an IRS Form W-8BEN, other applicable W-8 form or
substitute form). In the case of common shares held through an intermediary, the intermediary may withhold even if the Fund designates
the payment as qualified net interest income or qualified short-term capital gain. Non-U.S. Shareholder(s) should contact their
intermediaries with respect to the application of these rules to their accounts. There can be no assurance as to what portion,
if any, of the Fund’s distributions will qualify for favorable treatment as qualified net interest income or qualified short-term
capital gains.
The tax consequences
to a Non-U.S. Shareholder entitled to claim the benefits of an applicable tax treaty may be different from those described in this
section. To claim tax treaty benefits, Non-U.S. Shareholders will be required to provide the Fund with a properly completed IRS
Form W-8BEN certifying their entitlement thereto. In addition, in certain cases where payments are made to a Non-U.S. Shareholder
that is a partnership or other pass-through entity, persons holding an interest in the entity will need to provide the required
certification. For example, an individual Non-U.S. Shareholder that holds shares in the Fund through a non-United States partnership
must provide an IRS Form W-8BEN to the Fund to claim the benefits of an applicable tax treaty. Non-United States investors are
advised to consult their advisers with respect to the tax implications of purchasing, holding and disposing of shares of the Fund.
If the Fund retains
and designates any amount of the Fund’s net capital gains as undistributed capital gains, a Non-U.S. Shareholder will be entitled
to a federal income tax credit or tax refund equal to the shareholder’s allocable share of the tax paid on such undistributed capital
gains. In order to obtain the refund, the Non-U.S. Shareholder must obtain a U.S. taxpayer identification number and file a federal
income tax return even if the Non-U.S. Shareholder would not otherwise be required to obtain a U.S. taxpayer identification number
or file a federal income tax return.
Effective January
1, 2014, the Fund will be required to withhold U.S. tax (at a 30% rate) on payments of dividends and (effective January 1, 2017)
redemption proceeds made to certain non-U.S. entities that fail to comply (or be deemed compliant) with extensive new reporting
and withholding requirements designed to inform the U.S. Department of the Treasury of U.S.-owned foreign investment accounts.
Shareholders may be requested to provide additional information to the Fund to enable the Fund to determine whether such withholding
is required.
Backup Withholding
The Fund may be required
to withhold federal income tax at the rate of 28% on all taxable distributions payable to non-corporate shareholders. This tax
may be withheld from dividends if (i) the shareholder fails to properly furnish the Fund with its correct taxpayer identification
number or to certify its foreign status (in the case of a Non-U.S. Shareholder), (ii) the IRS notifies the Fund that the shareholder
has failed to properly report certain interest and dividend income to the IRS and to respond to notices to that effect or (iii)
when required to do so, the shareholder fails to certify that he or she is not subject to backup withholding. Gross proceeds from
the sale of shares may be subject to backup withholding under the circumstances described in (i) above.
Generally, dividends
paid to Non-U.S. Shareholders that are subject to the 30% federal income tax withholding described above under “Non-U.S. Shareholders”
are not subject to backup withholding. To avoid backup withholding on capital gain dividends and gross proceeds from the sale of
shares, Non-U.S. Shareholders must provide a properly completed IRS Form W-8BEN certifying their non-United States status.
Backup withholding
is not an additional tax. Any amounts withheld under the backup withholding rules from payments made to a shareholder may be refunded
or credited against such shareholder’s United States federal income tax liability, if any, provided that the required information
is furnished to the IRS.
Information Reporting
The Fund must report
annually to the IRS and to each shareholder the amount of dividends, capital gain dividends and gross proceeds paid to such shareholder
and the amount, if any, of tax withheld pursuant to backup withholding rules with respect to such amounts. In the case of a Non-U.S.
Shareholder, the Fund must report to the IRS and such shareholder the amount of dividends, capital gain dividends or gross proceeds
paid that are subject to withholding (including backup withholding, if any) and the amount of tax withheld with respect to such
amounts. This information may also be made available to the tax authorities in the Non-U.S. Shareholder’s country of residence.
If a shareholder recognizes
a loss with respect to shares of $2 million or more for a non-corporate shareholder or $10 million or more for a corporate shareholder
in any single taxable year (or in excess of certain greater amounts over a combination of years), the shareholder must file with
the IRS a disclosure statement on Form 8886. Direct shareholders of portfolio securities are in many cases excepted from this reporting
requirement, but under current guidance, shareholders of a RIC are not excepted. The fact that a loss is reportable under these
regulations does not affect the legal determination of whether the taxpayer’s treatment of the loss is proper. Shareholders should
consult their tax advisors to determine the applicability of these regulations in light of their individual circumstances.
The Fund must report
to the IRS and furnish to shareholders basis information for shares purchased on or after January 1, 2012, and repurchased on or
after that date. In addition to reporting the gross proceeds from the repurchase of shares, the Fund will also be required to report
the basis information for such shares and indicate whether they had a short-term or long-term holding period. The Fund will permit
shareholders to elect from among several acceptable basis methods, including the average basis method. In the absence of an election,
the Fund will use the average basis method as the default basis method. Shareholders should consult with their tax advisers to
determine the best basis method for their tax situation and to obtain more information about how the basis reporting requirements
apply to them.
PROXY
VOTING POLICIES AND PROCEDURES
The Board has delegated
the responsibility for voting proxies relating to portfolio securities held by the Fund to the Adviser as part of the Adviser’s
management of the Fund pursuant to the Advisory Agreement. The Adviser has adopted proxy voting policies and procedures to ensure
that it votes proxies in a manner that serves the best interests of its clients, including the Fund. The following is a summary
of the Adviser’s proxy voting policies and procedures.
The Adviser has entered
into an agreement with Institutional Shareholder Services Inc. (“ISS”), an independent third party, for ISS to provide
the Adviser with its research and recommendations on proxies and to facilitate the electronic voting of proxies. The Adviser has
adopted ISS’s proxy voting policies and procedures (the “ISS Policies”) in order to ensure that it votes proxies in the
best interests of its clients. The Adviser has instructed ISS to vote all proxies in accordance with the ISS Policies, unless instructed
by the Adviser to vote otherwise.
The Adviser instructs
each custodian for its client accounts (including the Fund) to deliver to ISS all proxy solicitation materials that the custodian
receives for that client account. The Adviser (or its designee, which may include an administrator to a client account) provides
to ISS a listing of securities held “long” in each client account as of the 15th and last day of each month to enable
ISS to use reasonable efforts to confirm that ISS has received all proxy solicitation materials concerning such securities.
The Adviser, through
ISS, will vote proxies on behalf of client accounts. ISS evaluates all proxy solicitation material and other facts it deems relevant
and may seek additional information from the party soliciting the proxy and independent corroboration of such information when
ISS considers it appropriate and when it is reasonably available. The Adviser has instructed ISS to make voting decisions on behalf
of each client account based on the proxy voting guidelines that ISS provides to the Adviser, subject to certain exceptions in
the event of conflicts of interests. The Adviser may override ISS’s voting decisions if the Adviser deems it in the best interests
of the client account. The Adviser has instructed ISS to use reasonable efforts to respond to each proxy solicitation by the deadline
for such response.
Information regarding
how the Fund voted proxies relating to portfolio securities during the most recent twelve month period ended June 30 will be reported
on Form N-PX and be made available no later than August 31 of each year. Such information can be obtained (i) without charge, upon
request, by calling the Fund’s Vice President at (212) 389-8713 and (ii) at the SEC’s website at
http://www.sec.gov
.
Due to the size and
nature of the Adviser’s operations and the Adviser’s limited affiliations in the securities industry, the Adviser does not expect
that material conflicts of interest will arise between the Adviser and a client account over proxy voting. The Adviser recognizes,
however, that such conflicts may arise from time to time, such as, for example, when the Adviser or one of its affiliates has a
business arrangement that could be affected by the outcome of a proxy vote or has a personal or business relationship with a person
seeking appointment or re-appointment as a director of a company. Accordingly, if the Adviser determines that it has, or may be
perceived to have, a conflict of interest when voting a proxy, the Adviser will address matters involving such conflicts of interest
as follows:
|
A.
|
if a proposal is addressed by the ISS Policies, the Adviser will vote in accordance with such policies;
|
|
B.
|
if the Adviser believes it is in the best interests of the fund to depart from the ISS Policies,
the Adviser will be subject to the requirements of C or D below, as applicable;
|
|
C.
|
if the proxy proposal is (1) not addressed by the ISS Policies or
(2) requires a case-by-case determination by the Adviser, the Adviser may vote such proxy as it determines to be in the best interests
of the fund, without taking any action described in D below, provided that such vote would be against the Adviser’s own interest
in the matter (
i.e.
against the perceived or actual conflict). The Adviser will memorialize the rationale of such vote in
writing; and
|
|
D.
|
if the proxy proposal is (1) not addressed by the ISS Policies or (2) requires a case-by-case determination
by the Adviser, and the Adviser believes it should vote in a way that may also benefit, or be perceived to benefit, its own interest,
then the Adviser must take one of the following actions in voting such proxy: (a) delegate the voting decision for such proxy proposal
to an independent third party; (b) delegate the voting decision to an independent committee of partners, members, directors or
other representatives of a fund, as applicable; (c) inform the investors in a fund of the conflict of interest and obtain consent
(majority consent in the case of a fund) to vote the proxy as recommended by the Adviser; or (d) obtain approval of the decision
from the Adviser’s Compliance Committee.
|
GENERAL
INFORMATION
Independent Registered Public Accounting Firm
The Fund’s independent
registered public accounting firm, Grant Thornton LLP, audits the Fund’s annual financial statements, performs other related audit
services and prepares the Fund’s tax returns. The principal business address of Grant Thornton LLP is 175 West Jackson Boulevard,
Chicago, Illinois 60604.
FINANCIAL
STATEMENTS
Appendix A to this SAI
provides financial information regarding the Fund. The Fund’s financial statements have been audited by Grant Thornton.
APPENDIX A
Annual Report of
ACAP Strategic Fund
Financial Statements
with Report of Independent Registered Public Accounting Firm
For the Year Ended October 31, 2012
APPENDIX A
ACAP Strategic
Fund
Financial Statements
For the Year
Ended October 31, 2012
Contents
Report of Independent Registered Public Accounting Firm
|
|
1
|
|
|
|
Statement of Assets and Liabilities
|
|
2
|
|
|
|
Schedule of Investments
|
|
3
|
|
|
|
Schedule of Securities Sold, Not Yet Purchased
|
|
8
|
|
|
|
Schedule of Swap Contracts
|
|
14
|
|
|
|
Statement of Operations
|
|
23
|
|
|
|
Statement of Changes in Net Assets
|
|
24
|
|
|
|
Notes to Financial Statements
|
|
25
|
APPENDIX A
|
|
|
|
|
Audit
•
Tax
•
Advisory
Grant Thornton LLP
60 Broad Street, 24th Floor
New York, NY 10004-2306
T 212.422.1000
F 212.422.0144
www.GrantThornton.com
|
REPORT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Trustees and Shareholders
of
ACAP Strategic Fund
We have audited
the accompanying statement of assets and liabilities of ACAP Strategic Fund (the “Fund”), including the schedules of
investments, securities sold, not yet purchased and swap contracts, as of October 31, 2012, and the related statement of operations
for the year then ended, the statements of changes in net assets for each of the two years in the period then ended and the financial
highlights (included in Note 13) for the periods indicated therein. 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 and financial highlights,
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 as of October 31, 2012, by correspondence with the
custodian and broker. We believe that our audits provide a reasonable basis for our opinion.
In our opinion,
the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position
of ACAP Strategic Fund as of October 31, 2012, the results of its operations 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 indicated therein, in conformity
with accounting principles generally accepted in the United States of America.
New York, New York
December 27, 2012
APPENDIX A
ACAP STRATEGIC
FUND
STATEMENT OF
ASSETS AND LIABILITIES
|
|
October 31, 2012
|
|
Assets
|
|
|
|
|
Investments in securities, at fair value (cost $678,995,050)
|
|
$
|
723,331,234
|
|
Cash and cash equivalents (including Euros of $740,485, with a cost of $752,489, Hong Kong Dollars of $1,791,929, with a cost of $1,791,676, and Singapore Dollars of $(1,041,478), with a cost of $(1,039,796), British Pounds Sterling of $1, with a cost of $1)
|
|
|
122,128,683
|
|
Due to/from broker (including Euros of $925,914, with a cost of $927,188, British Pounds Sterling of $1, with a cost of $1, Hong Kong Dollars of $(2,553,866), with a cost of $(2,553,845), Singapore Dollars of $1,770,035, with a cost of $1,678,738, Swedish Krona of $2,603, with a cost of $2,570, and Japanese Yen of $2,671,105, with a cost of $2,698,119)
|
|
|
137,912,837
|
|
Receivable for investment securities sold
|
|
|
5,503,946
|
|
Interest receivable
|
|
|
244,905
|
|
Dividends receivable
|
|
|
73,951
|
|
Other assets
|
|
|
20,571
|
|
Total assets
|
|
|
989,216,127
|
|
|
|
|
|
|
Liabilities
|
|
|
|
|
Securities sold, not yet purchased, at fair value (proceeds $290,618,636)
|
|
|
264,937,428
|
|
Withdrawals payable
|
|
|
12,372,039
|
|
Payable for investment securities purchased
|
|
|
9,907,804
|
|
Accrued incentive fees
|
|
|
3,377,585
|
|
Management fees payable
|
|
|
1,223,485
|
|
Net unrealized depreciation on total return swaps
|
|
|
1,118,020
|
|
Stock loan fee payable
|
|
|
842,329
|
|
Dividends payable on securities sold, not yet purchased
|
|
|
358,974
|
|
Administration fees payable
|
|
|
181,787
|
|
Shareholders servicing fees payable
|
|
|
152,813
|
|
Professional fees payable
|
|
|
64,323
|
|
Custody fees payable
|
|
|
37,033
|
|
Accrued expenses
|
|
|
61,291
|
|
Total liabilities
|
|
|
294,634,911
|
|
Net Assets
|
|
$
|
694,581,216
|
|
|
|
|
|
|
Net assets
|
|
|
|
|
Represented by:
|
|
|
|
|
Shares of beneficial interest—$0.001 par value; unlimited shares authorized; 61,302,489 shares issued and outstanding
|
|
$
|
658,471,655
|
|
Accumulated net investment gain/(loss)
|
|
|
(43,894,241
|
)
|
Accumulated net realized gain/(loss) of investment transactions, foreign currency transactions and total return swaps
|
|
|
11,025,971
|
|
Net unrealized gain/(loss) of investments, foreign currency and total return swaps
|
|
|
68,977,831
|
|
Net Assets
|
|
$
|
694,581,216
|
|
|
|
|
|
|
Net asset value per share
|
|
$
|
11.33
|
|
The accompanying notes are an integral
part of these financial statements.
APPENDIX A
ACAP STRATEGIC FUND
SCHEDULE OF INVESTMENTS
Shares
|
|
|
|
|
October 31, 2012
Fair Value
|
|
|
|
|
|
Investments in Securities—104.14%
|
|
|
|
|
|
|
|
|
Common Stocks—104.14%
|
|
|
|
|
|
|
|
|
Argentina—0.58%
|
|
|
|
|
|
|
|
|
Retail—Restaurants—0.58%
|
|
|
|
|
|
310,200
|
|
|
Arcos Dorados Holdings Inc, Class A.
|
|
$
|
4,004,682
|
|
|
|
|
|
Total Argentina (cost $5,734,435)
|
|
$
|
4,004,682
|
|
|
|
|
|
China—8.59%
|
|
|
|
|
|
|
|
|
Computer Services—0.09%
|
|
|
|
|
|
78,500
|
|
|
VanceInfo Technologies Inc ADR *
|
|
|
598,170
|
|
|
|
|
|
E-Commerce/Products—0.22%
|
|
|
|
|
|
407,400
|
|
|
E-Commerce China Dangdang Inc ADR *
|
|
|
1,539,972
|
|
|
|
|
|
Internet Application Software—2.38%
|
|
|
|
|
|
467,000
|
|
|
Tencent Holding Ltd.
|
|
|
16,510,548
|
|
|
|
|
|
Internet Content—Entertainment—0.92%
|
|
|
|
|
|
117,600
|
|
|
NetEase Inc ADR * (a)
|
|
|
6,350,400
|
|
|
|
|
|
Real Estate Operations/Development—0.89%
|
|
|
|
|
|
3,519,500
|
|
|
Longfor Properties Co Ltd.
|
|
|
6,212,425
|
|
|
|
|
|
Retail—Hypermarkets—0.68%
|
|
|
|
|
|
3,467,000
|
|
|
Sun Art Retail Group Ltd.
|
|
|
4,715,074
|
|
|
|
|
|
Retail—Regional Department Stores—1.26%
|
|
|
|
|
|
3,996,000
|
|
|
Golden Eagle Retail Group Ltd.
|
|
|
8,765,334
|
|
|
|
|
|
Web Portals/ISP—2.15%
|
|
|
|
|
|
140,200
|
|
|
Baidu Inc ADR * (a)
|
|
|
14,948,124
|
|
|
|
|
|
Total China (cost $57,167,847)
|
|
$
|
59,640,047
|
|
|
|
|
|
Hong Kong—7.34%
|
|
|
|
|
|
|
|
|
Advertising Sales—1.48%
|
|
|
|
|
|
436,300
|
|
|
Focus Media Holding Ltd ADR (a)
|
|
|
10,287,954
|
|
|
|
|
|
Agricultural Operations—0.25%
|
|
|
|
|
|
446,572
|
|
|
Le Gaga Holdings Ltd ADR * (a)
|
|
|
1,746,096
|
|
|
|
|
|
Alternative Waste Technology—1.12%
|
|
|
|
|
|
15,131,000
|
|
|
China Everbright International Ltd.
|
|
|
7,789,949
|
|
|
|
|
|
Casino Hotels—3.33%
|
|
|
|
|
|
6,716,000
|
|
|
Galaxy Entertainment Group Ltd *
|
|
|
23,094,149
|
|
|
|
|
|
Retail—Apparel/Shoes—1.08%
|
|
|
|
|
|
10,746,000
|
|
|
Trinity Ltd.
|
|
|
7,529,060
|
|
|
|
|
|
Retail—Jewelry—0.08%
|
|
|
|
|
|
254,000
|
|
|
Chow Sang Sang Holdings International Ltd.
|
|
|
542,080
|
|
|
|
|
|
Total Hong Kong (cost $50,612,630)
|
|
$
|
50,989,288
|
|
|
|
|
|
Israel—1.25%
|
|
|
|
|
|
|
|
|
Applications Software—0.96%
|
|
|
|
|
|
149,700
|
|
|
Check Point Software Technologies Ltd *
|
|
|
6,666,141
|
|
The accompanying notes are an integral
part of these financial statements.
APPENDIX A
ACAP STRATEGIC FUND
SCHEDULE OF INVESTMENTS (continued)
Shares
|
|
|
|
|
October 31, 2012
Fair Value
|
|
|
|
|
|
Common Stocks (continued)
|
|
|
|
|
|
|
|
|
Israel (continued)
|
|
|
|
|
|
|
|
|
Consumer Products—Miscellaneous—0.29%
|
|
|
|
|
|
56,700
|
|
|
SodaStream International Ltd *.
|
|
$
|
2,027,025
|
|
|
|
|
|
Total Israel (cost $9,586,191)
|
|
$
|
8,693,166
|
|
|
|
|
|
Singapore—2.11%
|
|
|
|
|
|
|
|
|
Electronic Components—Semiconductors—1.31%
|
|
|
|
|
|
277,200
|
|
|
Avago Technologies Ltd (a)
|
|
|
9,155,916
|
|
|
|
|
|
Real Estate Operations/Development—0.80%
|
|
|
|
|
|
2,627,000
|
|
|
Global Logistic Properties Ltd.
|
|
|
5,533,703
|
|
|
|
|
|
Total Singapore (cost $13,304,469)
|
|
$
|
14,689,619
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
United Kingdom—0.01%
|
|
|
|
|
|
|
|
|
Apparel Manufacturers—0.01%
|
|
|
|
|
|
2,408
|
|
|
Burberry Group PLC
|
|
|
45,234
|
|
|
|
|
|
Total United Kingdom (cost $47,871)
|
|
$
|
45,234
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
United States—84.26%
|
|
|
|
|
|
|
|
|
Apparel Manufacturers—0.79%
|
|
|
|
|
|
35,500
|
|
|
Ralph Lauren Corp.
|
|
|
5,455,995
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Applications Software—6.15%
|
|
|
|
|
|
77,300
|
|
|
Imperva Inc *
|
|
|
2,437,269
|
|
|
156,200
|
|
|
Intuit Inc (a)
|
|
|
9,281,404
|
|
|
566,400
|
|
|
Red Hat Inc * (a)
|
|
|
27,849,888
|
|
|
102,500
|
|
|
ServiceNow Inc *
|
|
|
3,141,625
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
42,710,186
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial Services—Finance—2.36%
|
|
|
|
|
|
132,100
|
|
|
FleetCor Technologies Inc * (a)
|
|
|
6,262,861
|
|
|
22,000
|
|
|
Mastercard Inc, Class A (a)
|
|
|
10,140,460
|
|
|
|
|
|
|
|
|
16,403,321
|
|
|
|
|
|
Computer Aided Design—3.51%
|
|
|
|
|
|
97,100
|
|
|
ANSYS Inc * (a)
|
|
|
6,882,448
|
|
|
704,900
|
|
|
Aspen Technology Inc *.
|
|
|
17,467,422
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
24,349,870
|
|
|
|
|
|
Computer Data Security—0.21%
|
|
|
|
|
|
111,901
|
|
|
Qualys Inc *
|
|
|
1,452,475
|
|
|
|
|
|
Computer Software—0.64%
|
|
|
|
|
|
191,640
|
|
|
Eloqua Inc *
|
|
|
4,470,961
|
|
|
|
|
|
Computers—2.09%
|
|
|
|
|
|
24,400
|
|
|
Apple Inc (a)
|
|
|
14,520,440
|
|
|
|
|
|
Computers—Integrated Systems—0.79%
|
|
|
|
|
|
80,200
|
|
|
Teradata Corp *
|
|
|
5,478,462
|
|
The accompanying notes are an integral
part of these financial statements.
APPENDIX A
ACAP STRATEGIC FUND
SCHEDULE OF INVESTMENTS (continued)
Shares
|
|
|
|
|
October 31, 2012
Fair Value
|
|
|
|
|
|
Common Stocks (continued)
|
|
|
|
|
|
|
|
|
United States (continued)
|
|
|
|
|
|
|
|
|
Computers—Memory Devices—4.54%
|
|
|
|
|
|
720,500
|
|
|
EMC Corp * (a)
|
|
$
|
17,594,610
|
|
|
333,000
|
|
|
SanDisk Corp * (a)
|
|
|
13,906,080
|
|
|
|
|
|
|
|
|
31,500,690
|
|
|
|
|
|
Consulting Services—3.63%
|
|
|
|
|
|
494,200
|
|
|
Verisk Analytics Inc, Class A * (a)
|
|
|
25,204,200
|
|
|
|
|
|
Consumer Products—Miscellaneous—1.68%
|
|
|
|
|
|
520,646
|
|
|
Tumi Holdings Inc *
|
|
|
11,662,470
|
|
|
|
|
|
E-Commerce/Products—6.21%
|
|
|
|
|
|
139,500
|
|
|
Amazon.com Inc * (a)
|
|
|
32,478,390
|
|
|
220,900
|
|
|
eBay Inc *
|
|
|
10,667,261
|
|
|
|
|
|
|
|
|
43,145,651
|
|
|
|
|
|
Electronic Components–Semiconductors—7.69%
|
|
|
|
|
|
146,000
|
|
|
Altera Corp
|
|
|
4,450,080
|
|
|
357,600
|
|
|
Broadcom Corp, Class A * (a)
|
|
|
11,276,916
|
|
|
157,300
|
|
|
Ceva Inc *
|
|
|
2,383,095
|
|
|
287,000
|
|
|
NVIDIA Corp
|
|
|
3,435,390
|
|
|
97,100
|
|
|
Omnivision Technologies Inc * (a)
|
|
|
1,388,530
|
|
|
322,600
|
|
|
Silicon Image Inc *
|
|
|
1,419,440
|
|
|
887,700
|
|
|
Xilinx Inc (a)
|
|
|
29,081,052
|
|
|
|
|
|
|
|
|
53,434,503
|
|
|
|
|
|
Electronic Design Automation—5.95%
|
|
|
|
|
|
799,600
|
|
|
Cadence Design Systems Inc * (a)
|
|
|
10,122,936
|
|
|
969,800
|
|
|
Synopsys Inc * (a)
|
|
|
31,227,560
|
|
|
|
|
|
|
|
|
41,350,496
|
|
|
|
|
|
Enterprise Software / Services—1.40%
|
|
|
|
|
|
87,900
|
|
|
Guidewire Software Inc *
|
|
|
2,693,256
|
|
|
141,600
|
|
|
Informatica Corp *
|
|
|
3,843,024
|
|
|
173,900
|
|
|
QLIK Technologies Inc * (a)
|
|
|
3,201,499
|
|
|
|
|
|
|
|
|
9,737,779
|
|
|
|
|
|
Finance–Credit Card—7.11%
|
|
|
|
|
|
557,500
|
|
|
Discover Financial Services (a)
|
|
|
22,857,500
|
|
|
191,300
|
|
|
Visa Inc, Class A
|
|
|
26,544,788
|
|
|
|
|
|
|
|
|
49,402,288
|
|
|
|
|
|
Food–Retail—1.49%
|
|
|
|
|
|
109,600
|
|
|
Whole Foods Market Inc
|
|
|
10,382,408
|
|
|
|
|
|
Internet Infrastructure Software—2.85%
|
|
|
|
|
|
785,700
|
|
|
TIBCO Software Inc * (a)
|
|
|
19,807,497
|
|
|
|
|
|
Networking Products—2.72%
|
|
|
|
|
|
1,102,900
|
|
|
Cisco Systems Inc (a)
|
|
|
18,903,706
|
|
The accompanying notes are an integral
part of these financial statements.
APPENDIX A
ACAP STRATEGIC FUND
SCHEDULE OF INVESTMENTS (continued)
Shares
|
|
|
|
|
October 31, 2012
Fair Value
|
|
|
|
|
|
Common Stocks (continued)
|
|
|
|
|
|
|
|
|
United States (continued)
|
|
|
|
|
|
|
|
|
Retail–Apparel/Shoes—0.82%
|
|
|
|
|
|
159,400
|
|
|
Gap Inc
|
|
$
|
5,693,768
|
|
|
|
|
|
Retail–Discount—4.23%
|
|
|
|
|
|
235,200
|
|
|
Costco Wholesale Corp (a)
|
|
|
23,150,736
|
|
|
155,500
|
|
|
Dollar Tree Inc * (a)
|
|
|
6,199,785
|
|
|
|
|
|
|
|
|
29,350,521
|
|
|
|
|
|
Retail–Gardening Products—1.28%
|
|
|
|
|
|
92,500
|
|
|
Tractor Supply Co
|
|
|
8,902,200
|
|
|
|
|
|
Retail–Mail Order—2.17%
|
|
|
|
|
|
326,100
|
|
|
Williams-Sonoma Inc (a)
|
|
|
15,075,603
|
|
|
|
|
|
Retail–Miscellaneous / Diversified—0.19%
|
|
|
|
|
|
39,200
|
|
|
Five Below Inc *
|
|
|
1,299,088
|
|
|
|
|
|
Retail–Restaurants—6.92%
|
|
|
|
|
|
60,600
|
|
|
Chipotle Mexican Grill Inc *
|
|
|
15,424,518
|
|
|
202,300
|
|
|
Dunkin’ Brands Group Inc
|
|
|
6,271,300
|
|
|
110,900
|
|
|
Panera Bread Co, Class A *
|
|
|
18,702,176
|
|
|
108,900
|
|
|
Yum! Brands Inc
|
|
|
7,634,979
|
|
|
|
|
|
|
|
|
48,032,973
|
|
|
|
|
|
Retail–Sporting Goods—0.39%
|
|
|
|
|
|
60,700
|
|
|
Cabela’s Inc * (a)
|
|
|
2,719,967
|
|
|
|
|
|
Semiconductor Components–Integrated Circuits—3.06%
|
|
|
|
|
|
544,000
|
|
|
Analog Devices Inc (a)
|
|
|
21,275,840
|
|
|
|
|
|
Semiconductor Equipment—2.80%
|
|
|
|
|
|
1,328,900
|
|
|
Teradyne Inc *
|
|
|
19,428,518
|
|
|
|
|
|
Wireless Equipment—0.59%
|
|
|
|
|
|
226,600
|
|
|
Aruba Networks Inc * (a)
|
|
|
4,117,322
|
|
|
|
|
|
Total United States (cost $542,541,607)
|
|
$
|
585,269,198
|
|
|
|
|
|
Total Common Stock (cost $678,995,050)
|
|
$
|
723,331,234
|
|
|
|
|
|
Total Investment in Securities (cost $678,995,050)—104.14%†
|
|
$
|
723,331,234
|
|
|
|
|
|
Other Liabilities in Excess of Assets—(4.14%) **
|
|
$
|
(28,750,018
|
)
|
|
|
|
|
Net Assets—100.00%
|
|
$
|
694,581,216
|
|
(a)
|
Partially or wholly held in a pledged account by the Custodian as collateral for securities sold, not yet purchased.
|
*
|
Non-income producing security.
|
** Includes
$122,128,683 invested in a BNY Mellon Money Market Account, which is 17.58% of net assets and foreign currency with a U.S. Dollar
value of $1,490,937, which is 0.21% of net assets.
ADR
|
American Depository Receipt
|
†
Aggregate cost for federal income tax purposes is
$684,715,277. The aggregate gross unrealized gain/(loss) for federal income tax purposes for all portfolio investments is as
follows:
|
Excess of value of cost
|
|
$
|
64,966,709
|
|
|
Excess of cost of value
|
|
|
(26,350,752
|
)
|
|
|
|
$
|
38,615,957
|
|
The accompanying notes are an integral
part of these financial statements.
APPENDIX A
ACAP STRATEGIC FUND
SCHEDULE OF INVESTMENTS by Industry (concluded)
Investments in Securities – By Industry
|
|
October 31, 2012
Percentage of
Net Assets (%)
|
Advertising Sales
|
|
|
|
1.48
|
|
Agricultural Operations
|
|
|
|
0.25
|
|
Alternative Waste Technology
|
|
|
|
1.12
|
|
Apparel Manufacturers
|
|
|
|
0.80
|
|
Applications Software
|
|
|
|
7.11
|
|
Casino Hotels
|
|
|
|
3.33
|
|
Commercial Services – Finance
|
|
|
|
2.36
|
|
Computer Aided Design
|
|
|
|
3.51
|
|
Computer Data Security
|
|
|
|
0.21
|
|
Computer Software
|
|
|
|
0.64
|
|
Computers
|
|
|
|
2.09
|
|
Computer Services
|
|
|
|
0.09
|
|
Computers – Integrated Systems
|
|
|
|
0.79
|
|
Computers – Memory Devices
|
|
|
|
4.54
|
|
Consulting Services
|
|
|
|
3.63
|
|
Consumer Products – Miscellaneous
|
|
|
|
1.97
|
|
E-Commerce / Products
|
|
|
|
6.43
|
|
Electronic Components – Semiconductors
|
|
|
|
9.00
|
|
Electronic Design Automation
|
|
|
|
5.95
|
|
Enterprise Software / Services
|
|
|
|
1.40
|
|
Finance – Credit Card
|
|
|
|
7.11
|
|
Food – Retail
|
|
|
|
1.49
|
|
Internet Application Software
|
|
|
|
2.38
|
|
Internet Content – Entertainment
|
|
|
|
0.92
|
|
Internet Infrastructure Software
|
|
|
|
2.85
|
|
Networking Products
|
|
|
|
2.72
|
|
Real Estate Operations / Development
|
|
|
|
1.69
|
|
Retail – Apparel / Shoes
|
|
|
|
1.90
|
|
Retail – Discount
|
|
|
|
4.23
|
|
Retail – Gardening Products
|
|
|
|
1.28
|
|
Retail – Hypermarkets
|
|
|
|
0.68
|
|
Retail – Jewelry
|
|
|
|
0.08
|
|
Retail – Mail Order
|
|
|
|
2.17
|
|
Retail – Miscellaneous / Diversified
|
|
|
|
0.19
|
|
Retail – Regional Department Stores
|
|
|
|
1.26
|
|
Retail – Restaurants
|
|
|
|
7.50
|
|
Retail – Sporting Goods
|
|
|
|
0.39
|
|
Semiconductor Components – Integrated Circuits
|
|
|
|
3.06
|
|
Semiconductor Equipment
|
|
|
|
2.80
|
|
Web Portals / ISP
|
|
|
|
2.15
|
|
Wireless Equipment
|
|
|
|
0.59
|
|
|
|
|
Total Investments in Securities
|
|
|
|
104.14
|
%
|
|
The accompanying notes are an integral
part of these financial statements.
APPENDIX A
ACAP STRATEGIC FUND
SCHEDULE OF SECURITIES SOLD, NOT YET PURCHASED
Shares
|
|
|
|
|
October 31, 2012
Fair Value
|
|
|
|
|
|
Securities Sold, Not Yet Purchased—38.14%
|
|
|
|
|
|
|
|
|
Common Stock—38.14%
|
|
|
|
|
|
|
|
|
Canada—0.87%
|
|
|
|
|
|
|
|
|
Auction House / Art Dealer—0.44%
|
|
|
|
|
|
136,800
|
|
|
Ritchie Bros Auctioneers Inc.
|
|
$
|
3,076,632
|
|
|
|
|
|
Enterprise Software / Services—0.43%
|
|
|
|
|
|
55,300
|
|
|
Open Text Corp.
|
|
|
2,980,117
|
|
|
|
|
|
Total Canada (proceeds $5,121,576)
|
|
$
|
6,056,749
|
|
|
|
|
|
China—4.82%
|
|
|
|
|
|
|
|
|
Airlines—0.02%
|
|
|
|
|
|
336,000
|
|
|
China Southern Airlines Co Ltd, Class H.
|
|
|
159,111
|
|
|
|
|
|
Computers–0.49%
|
|
|
|
|
|
4,226,000
|
|
|
Lenovo Group Ltd.
|
|
|
3,397,125
|
|
|
|
|
|
Electric – Generation—0.52%
|
|
|
|
|
|
3,584,000
|
|
|
Datang International Power Generation Co Ltd, Class H.
|
|
|
1,276,354
|
|
|
2,968,000
|
|
|
Huaneng Power International Inc, Class H.
|
|
|
2,374,377
|
|
|
|
|
|
|
|
|
3,650,731
|
|
|
|
|
|
Food – Miscellaneous / Diversified—0.29%
|
|
|
|
|
|
2,738,000
|
|
|
China Yurun Food Group Ltd.
|
|
|
2,006,669
|
|
|
|
|
|
Hotels & Motels—0.51%
|
|
|
|
|
|
120,400
|
|
|
Home Inns & Hotels Management Inc ADR.
|
|
|
3,545,780
|
|
|
|
|
|
Machinery – Construction & Mining—0.62%
|
|
|
|
|
|
3,219,200
|
|
|
Zoomlion Heavy Industry Science and Technology Co Ltd, Class H.
|
|
|
4,336,532
|
|
|
|
|
|
Metal Processors & Fabrication—0.26%
|
|
|
|
|
|
4,484,000
|
|
|
China Zhongwang Holdings Ltd.
|
|
|
1,793,582
|
|
|
|
|
|
Metal – Aluminum—0.15%
|
|
|
|
|
|
49,900
|
|
|
Aluminum Corp of China Ltd ADR.
|
|
|
537,423
|
|
|
1,156,000
|
|
|
Aluminum Corp of China Ltd, Class H.
|
|
|
505,652
|
|
|
|
|
|
|
|
|
1,043,075
|
|
|
|
|
|
Real Estate Operations / Development—0.61%
|
|
|
|
|
|
3,426,400
|
|
|
Guangzhou R&F Properties Co Ltd, Class H.
|
|
|
4,213,326
|
|
|
|
|
|
Semiconductor Components – Integrated Circuits—0.00%
|
|
|
|
|
|
18,300
|
|
|
Semiconductor Manufacturing International Corp ADR.
|
|
|
34,587
|
|
|
|
|
|
Steel – Producers—0.25%
|
|
|
|
|
|
2,880,000
|
|
|
Angang Steel Co Ltd, Class H.
|
|
|
1,727,983
|
|
|
|
|
|
Telecommunication Equipment—0.30%
|
|
|
|
|
|
1,503,000
|
|
|
ZTE Corp, Class H.
|
|
|
2,117,755
|
|
|
|
|
|
Web Portals / ISP–0.80%
|
|
|
|
|
|
101,300
|
|
|
SINA Corp.
|
|
|
5,534,019
|
|
|
|
|
|
Total China (proceeds $37,684,748)
|
|
$
|
33,560,275
|
|
The accompanying notes are an integral
part of these financial statements.
APPENDIX A
ACAP STRATEGIC FUND
SCHEDULE OF SECURITIES SOLD, NOT YET PURCHASED (continued)
Shares
|
|
|
|
|
October 31, 2012
Fair Value
|
|
|
|
|
|
Common Stock (continued)
|
|
|
|
|
|
|
|
|
France–1.24%
|
|
|
|
|
|
|
|
|
Building & Construction Products – Miscellaneous—1.24%
|
|
|
|
|
|
246,193
|
|
|
Compagnie de St-Gobain.
|
|
$
|
8,674,116
|
|
|
|
|
|
Total France (proceeds $8,952,086)
|
|
$
|
8,674,116
|
|
|
|
|
|
Germany—0.19%
|
|
|
|
|
|
|
|
|
Power Conversion / Supply Equipment—0.07%
|
|
|
|
|
|
21,851
|
|
|
SMA Solar Technology AG.
|
|
|
468,325
|
|
|
|
|
|
Semiconductor Equipment–0.12%
|
|
|
|
|
|
66,155
|
|
|
Aixtron SE NA.
|
|
|
870,957
|
|
|
|
|
|
Total Germany (proceeds $4,618,795)
|
|
$
|
1,339,282
|
|
|
|
|
|
Hong Kong—3.13%
|
|
|
|
|
|
|
|
|
Airlines—0.13%
|
|
|
|
|
|
489,000
|
|
|
Cathay Pacific Airways Ltd.
|
|
|
885,870
|
|
|
|
|
|
Audio / Video Products—0.03%
|
|
|
|
|
|
414,760
|
|
|
Skyworth Digital Holdings Ltd.
|
|
|
224,236
|
|
|
|
|
|
Cellular Telecommunications—0.28%
|
|
|
|
|
|
118,900
|
|
|
China Unicom Hong Kong Ltd ADR
|
|
|
1,913,101
|
|
|
|
|
|
Distribution / Wholesale—0.95%
|
|
|
|
|
|
3,914,000
|
|
|
Li & Fung Ltd.
|
|
|
6,565,355
|
|
|
|
|
|
Electric – Integrated—0.33%
|
|
|
|
|
|
265,000
|
|
|
CLP Holdings Ltd.
|
|
|
2,260,171
|
|
|
|
|
|
Finance – Other Services—0.41%
|
|
|
|
|
|
173,303
|
|
|
Hong Kong Exchanges and Clearing Ltd.
|
|
|
2,860,031
|
|
|
|
|
|
Machinery – Construction & Mining—0.27%
|
|
|
|
|
|
7,875,000
|
|
|
Lonking Holdings Ltd.
|
|
|
1,849,337
|
|
|
|
|
|
Paper & Related Products—0.11%
|
|
|
|
|
|
1,089,000
|
|
|
Nine Dragons Paper Holdings Ltd.
|
|
|
767,211
|
|
|
|
|
|
Retail – Miscellaneous / Diversified—0.62%
|
|
|
|
|
|
1,316,000
|
|
|
China Resources Enterprise Ltd.
|
|
|
4,279,081
|
|
|
|
|
|
Total Hong Kong (proceeds $21,718,849)
|
|
$
|
21,604,393
|
|
|
|
|
|
India—1.29%
|
|
|
|
|
|
|
|
|
Computer Services–1.29%
|
|
|
|
|
|
207,900
|
|
|
Infosys Ltd ADR.
|
|
|
9,027,018
|
|
|
|
|
|
Total India (proceeds $9,602,469)
|
|
$
|
9,027,018
|
|
|
|
|
|
Japan—5.99%
|
|
|
|
|
|
|
|
|
Audio / Video Products—1.47%
|
|
|
|
|
|
1,583,700
|
|
|
Panasonic Corp.
|
|
|
10,184,227
|
|
|
|
|
|
Building Products – Air & Heating—1.00%
|
|
|
|
|
|
251,100
|
|
|
Daikin Industries Ltd.
|
|
|
6,936,459
|
|
|
|
|
|
Chemicals—0.48%
|
|
|
|
|
|
1,181,000
|
|
|
Sumitomo Chemical Co Ltd.
|
|
|
3,309,710
|
|
The accompanying notes are an integral
part of these financial statements.
APPENDIX A
ACAP STRATEGIC FUND
SCHEDULE OF SECURITIES SOLD, NOT YET PURCHASED (continued)
Shares
|
|
|
|
|
October 31, 2012
Fair Value
|
|
|
|
|
|
Common Stock (continued)
|
|
|
|
|
|
|
|
|
Japan (continued)
|
|
|
|
|
|
|
|
|
Office Automation & Equipment–1.36%
|
|
|
|
|
|
293,300
|
|
|
Canon Inc.
|
|
$
|
9,459,910
|
|
|
|
|
|
Photo Equipment & Supplies—0.90%
|
|
|
|
|
|
369,800
|
|
|
FUJIFILM Holdings Corp.
|
|
|
6,227,360
|
|
|
|
|
|
Printing – Commercial—0.40%
|
|
|
|
|
|
391,000
|
|
|
Dai Nippon Printing Co Ltd.
|
|
|
2,763,867
|
|
|
|
|
|
Steel – Producers—0.38%
|
|
|
|
|
|
1,206,000
|
|
|
Nippon Steel Corp.
|
|
|
2,655,535
|
|
|
|
|
|
Total Japan (proceeds $47,719,625)
|
|
$
|
41,537,068
|
|
|
|
|
|
Singapore–0.56%
|
|
|
|
|
|
|
|
|
Airlines–0.56%
|
|
|
|
|
|
449,000
|
|
|
Singapore Airlines Ltd.
|
|
|
3,900,990
|
|
|
|
|
|
Total Singapore (proceeds $3,921,855)
|
|
$
|
3,900,990
|
|
|
|
|
|
Switzerland—0.41%
|
|
|
|
|
|
|
|
|
Computers – Peripheral Equipment—0.41%
|
|
|
|
|
|
397,800
|
|
|
Logitech International SA
|
|
|
2,868,138
|
|
|
|
|
|
Total Switzerland (proceeds $5,078,515)
|
|
$
|
2,868,138
|
|
|
|
|
|
Taiwan–1.63%
|
|
|
|
|
|
|
|
|
Electronic Components – Miscellaneous—0.41%
|
|
|
|
|
|
758,800
|
|
|
AU Optronics
|
|
|
2,868,264
|
|
|
|
|
|
Electronic Components – Semiconductors—0.16%
|
|
|
|
|
|
79,200
|
|
|
Silicon Motion Technology Corp ADR
|
|
|
1,084,248
|
|
|
|
|
|
Semiconductor Components – Integrated Circuits—1.06%
|
|
|
|
|
|
493,645
|
|
|
Advanced Semiconductor Engineering Inc ADR
|
|
|
1,875,851
|
|
|
418,100
|
|
|
Siliconware Precision Industries Co ADR
|
|
|
2,006,880
|
|
|
1,830,500
|
|
|
United Microelectronics Corp ADR
|
|
|
3,441,340
|
|
|
|
|
|
|
|
|
7,324,071
|
|
|
|
|
|
Total Taiwan (proceeds $13,452,846)
|
|
$
|
11,276,583
|
|
|
|
|
|
United States—18.01%
|
|
|
|
|
|
|
|
|
Building – Mobile Home / Manufactured Housing—0.41%
|
|
|
|
|
|
75,500
|
|
|
Thor Industries Inc.
|
|
|
2,871,265
|
|
|
|
|
|
Casino Hotels—0.47%
|
|
|
|
|
|
79,800
|
|
|
Ameristar Casinos Inc.
|
|
|
1,456,350
|
|
|
290,900
|
|
|
Boyd Gaming Corp.
|
|
|
1,794,853
|
|
|
|
|
|
|
|
|
3,251,203
|
|
|
|
|
|
Coffee—0.33%
|
|
|
|
|
|
95,500
|
|
|
Green Mountain Coffee Roasters Inc.
|
|
|
2,307,280
|
|
|
|
|
|
Commercial Services – Finance—0.86%
|
|
|
|
|
|
142,110
|
|
|
H&R Block Inc.
|
|
|
2,515,347
|
|
|
273,500
|
|
|
Western Union Co.
|
|
|
3,473,450
|
|
|
|
|
|
|
|
|
5,988,797
|
|
The accompanying
notes are an integral part of these financial statements.
APPENDIX A
ACAP STRATEGIC FUND
SCHEDULE OF SECURITIES SOLD, NOT YET PURCHASED (continued)
Shares
|
|
|
|
|
October 31, 2012
Fair Value
|
|
|
|
|
|
Common Stock (continued)
|
|
|
|
|
|
|
|
|
United States (continued)
|
|
|
|
|
|
|
|
|
Computer Services—0.17%
|
|
|
|
|
|
39,200
|
|
|
j2 Global Inc.
|
|
$
|
1,177,568
|
|
|
|
|
|
Computers—1.24%
|
|
|
|
|
|
624,300
|
|
|
Hewlett-Packard Co.
|
|
|
8,646,555
|
|
|
|
|
|
Cruise Lines—0.85%
|
|
|
|
|
|
156,300
|
|
|
Carnival Corp.
|
|
|
5,920,644
|
|
|
|
|
|
E-Commerce / Services—0.25%
|
|
|
|
|
|
414,500
|
|
|
Groupon Inc.
|
|
|
1,707,740
|
|
|
|
|
|
Electronic Components – Semiconductors—2.60%
|
|
|
|
|
|
300,900
|
|
|
Cree Inc.
|
|
|
9,126,297
|
|
|
84,600
|
|
|
Diodes Inc.
|
|
|
1,282,536
|
|
|
160,100
|
|
|
Texas Instruments Inc.
|
|
|
4,497,209
|
|
|
351,000
|
|
|
Freescale Semiconductor Holdings Ltd.
|
|
|
3,137,940
|
|
|
|
|
|
|
|
|
18,043,982
|
|
|
|
|
|
E-Marketing / Information—0.10%
|
|
|
|
|
|
113,100
|
|
|
QuinStreet Inc.
|
|
|
692,172
|
|
|
|
|
|
Food – Retail—1.22%
|
|
|
|
|
|
520,400
|
|
|
Safeway Inc.
|
|
|
8,487,724
|
|
|
|
|
|
Human Resources—0.86%
|
|
|
|
|
|
295,800
|
|
|
Monster Worldwide Inc.
|
|
|
1,839,876
|
|
|
155,600
|
|
|
Robert Half International Inc.
|
|
|
4,184,084
|
|
|
|
|
|
|
|
|
6,023,960
|
|
|
|
|
|
Internet Content – Information / Network—0.27%
|
|
|
|
|
|
211,500
|
|
|
Dice Holdings Inc.
|
|
|
1,867,545
|
|
|
|
|
|
Networking Products—0.95%
|
|
|
|
|
|
94,400
|
|
|
LogMeIn Inc.
|
|
|
2,329,792
|
|
|
420,200
|
|
|
Polycom Inc.
|
|
|
4,210,404
|
|
|
|
|
|
|
|
|
6,540,196
|
|
|
|
|
|
Office Automation & Equipment—0.59%
|
|
|
|
|
|
641,300
|
|
|
Xerox Corp.
|
|
|
4,129,972
|
|
|
|
|
|
Printing – Commercial—0.57%
|
|
|
|
|
|
151,600
|
|
|
Valassis Communications Inc.
|
|
|
3,944,632
|
|
|
|
|
|
Racetracks—0.37%
|
|
|
|
|
|
63,900
|
|
|
Penn National Gaming Inc.
|
|
|
2,583,477
|
|
|
|
|
|
Recreational Centers—0.45%
|
|
|
|
|
|
70,000
|
|
|
Life Time Fitness Inc.
|
|
|
3,142,300
|
|
|
|
|
|
Rental Auto / Equipment—0.31%
|
|
|
|
|
|
65,200
|
|
|
Rent-A-Center Inc.
|
|
|
2,173,116
|
|
The accompanying
notes are an integral part of these financial statements.
APPENDIX A
ACAP STRATEGIC FUND
SCHEDULE OF SECURITIES SOLD, NOT YET PURCHASED (continued)
Shares
|
|
|
|
|
October 31, 2012
Fair Value
|
|
|
|
|
|
Common Stock (continued)
|
|
|
|
|
|
|
|
|
United States (continued)
|
|
|
|
|
|
|
|
|
Retail – Apparel / Shoes—0.53%
|
|
|
|
|
|
45,800
|
|
|
Buckle Inc.
|
|
$
|
2,068,786
|
|
|
33,700
|
|
|
Jos A Bank Clothiers Inc.
|
|
|
1,576,823
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,645,609
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retail – Computer Equipment—0.75%
|
|
|
|
|
|
228,300
|
|
|
GameStop Corp, Class A.
|
|
|
5,212,089
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Semiconductor Components – Integrated Circuits—0.40%
|
|
|
|
|
|
100,600
|
|
|
Maxim Integrated Products Inc.
|
|
|
2,769,015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Semiconductor Equipment—0.66%
|
|
|
|
|
|
72,100
|
|
|
Cabot Microelectronics Corp.
|
|
|
2,148,580
|
|
|
78,300
|
|
|
Veeco Instruments Inc.
|
|
|
2,403,810
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,552,390
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Telecommunication Equipment – Fiber Optics—1.81%
|
|
|
|
|
|
1,068,300
|
|
|
Corning Inc.
|
|
|
12,552,525
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Telecommunication Equipment—0.99%
|
|
|
|
|
|
211,500
|
|
|
Plantronics Inc.
|
|
$
|
6,861,060
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total United States (proceeds $132,747,272)
|
|
$
|
125,092,816
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Common Stock (proceeds $290,618,636)
|
|
$
|
264,937,428
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Securities Sold, Not Yet Purchased (proceeds $290,618,636)
|
|
$
|
264,937,428
|
|
The accompanying notes are an integral
part of these financial statements.
APPENDIX A
ACAP STRATEGIC FUND
SCHEDULE OF SECURITIES SOLD, NOT YET PURCHASED by Industry (concluded)
Securities Sold,
Not Yet Purchased – By Industry
|
|
October 31, 2012
Percentage of
Net Assets (%)
|
Airlines
|
|
|
|
0.71
|
|
Auction House / Art Dealer
|
|
|
|
0.44
|
|
Audio / Video Products
|
|
|
|
1.50
|
|
Building & Construction Products – Miscellaneous
|
|
|
|
1.24
|
|
Building – Mobile Home / Manufactured Housing
|
|
|
|
0.41
|
|
Building Products – Air & Heating
|
|
|
|
1.00
|
|
Casino Hotels
|
|
|
|
0.47
|
|
Cellular Telecommunication
|
|
|
|
0.28
|
|
Chemicals
|
|
|
|
0.48
|
|
Coffee
|
|
|
|
0.33
|
|
Commercial Services – Finance
|
|
|
|
0.86
|
|
Computer Services
|
|
|
|
1.46
|
|
Computers
|
|
|
|
1.73
|
|
Computers – Peripheral Equipment
|
|
|
|
0.41
|
|
Cruise Lines
|
|
|
|
0.85
|
|
Distribution / Wholesale
|
|
|
|
0.95
|
|
E-Commerce / Services
|
|
|
|
0.25
|
|
Electric – Generation
|
|
|
|
0.52
|
|
Electric – Integrated
|
|
|
|
0.33
|
|
Electronic Components – Miscellaneous
|
|
|
|
0.41
|
|
Electronic Components – Semiconductors
|
|
|
|
2.76
|
|
E-Marketing / Information
|
|
|
|
0.10
|
|
Enterprise Software / Services
|
|
|
|
0.43
|
|
Finance – Other Services
|
|
|
|
0.41
|
|
Food – Miscellaneous / Diversified
|
|
|
|
0.29
|
|
Food – Retail
|
|
|
|
1.22
|
|
Hotels & Motels
|
|
|
|
0.51
|
|
Human Resources
|
|
|
|
0.86
|
|
Internet Content – Information / Network
|
|
|
|
0.27
|
|
Machinery – Construction & Mining
|
|
|
|
0.89
|
|
Metal Processors & Fabrication
|
|
|
|
0.26
|
|
Metal – Aluminum
|
|
|
|
0.15
|
|
Networking Products
|
|
|
|
0.95
|
|
Office Automation & Equipment
|
|
|
|
1.95
|
|
Paper & Related Products
|
|
|
|
0.11
|
|
Photo Equipment & Supplies
|
|
|
|
0.90
|
|
Power Conversion / Supply Equipment.
|
|
|
|
0.07
|
|
Printing – Commercial
|
|
|
|
0.97
|
|
Racetracks
|
|
|
|
0.37
|
|
Real Estate Operations / Development
|
|
|
|
0.61
|
|
Recreational Centers
|
|
|
|
0.45
|
|
Rental Auto / Equipment
|
|
|
|
0.31
|
|
Retail – Apparel / Shoes
|
|
|
|
0.53
|
|
Retail – Computer Equipment
|
|
|
|
0.75
|
|
Retail – Miscellaneous / Diversified
|
|
|
|
0.62
|
|
Semiconductor Components – Integrated Circuits
|
|
|
|
1.46
|
|
Semiconductor Equipment
|
|
|
|
0.78
|
|
Steel – Producers
|
|
|
|
0.63
|
|
Telecommunication Equipment
|
|
|
|
1.29
|
|
Telecommunication Equipment – Fiber Optics
|
|
|
|
1.81
|
|
Web Portals / ISP
|
|
|
|
0.80
|
|
|
|
|
Total Securities Sold, Not Yet Purchased
|
|
|
|
38.14
|
%
|
|
The accompanying notes are an integral
part of these financial statements.
APPENDIX A
ACAP STRATEGIC FUND
SCHEDULE OF SWAP CONTRACTS
Notional Amount
|
|
|
Maturity
Date
|
|
|
|
October 31, 2012
Unrealized
Gain/(Loss)
|
|
|
|
|
|
Swap Contracts—(0.16)%
|
|
|
|
|
|
|
|
|
Total Return Swaps—(0.16)%
|
|
|
|
|
|
|
|
|
|
Airlines—(0.01)%
|
|
|
|
|
$
|
(1,304,245
|
)
|
|
|
3/6/2014
|
|
All Nippon Airways Co Ltd
|
|
$
|
(77,456
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Agreement with Morgan Stanley, dated 03/01/2010 to deliver the total return of the shares of All Nippon Airways Co Ltd in exchange for an amount to be received monthly equal to the Daily Fed Funds Effective Rate less 17.50%.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(540,245
|
)
|
|
|
3/6/2014
|
|
China Airlines Limited
|
|
|
(6,170
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Agreement with Morgan Stanley, dated 03/01/2010 to deliver the total return of the shares of China Airlines Limited in exchange for an amount to be received monthly equal to the Daily Fed Funds Effective Rate less 7.59%.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(83,626
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Audio / Video Products—(0.03%)
|
|
|
|
|
|
(2,397,206
|
)
|
|
|
3/6/2014
|
|
Pioneer Corp
|
|
|
(27,688
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Agreement with Morgan Stanley, dated 03/01/2010 to deliver the total return of the shares of Pioneer Corp in exchange for an amount to be received monthly equal to the Daily Fed Funds Effective Rate less 2.10%.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(4,289,829
|
)
|
|
|
3/6/2014
|
|
Sharp Corp
|
|
|
(163,093
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Agreement with Morgan Stanley, dated 03/01/2010 to deliver the total return of the shares of Sharp Corp in exchange for an amount to be received monthly equal to the Daily Fed Funds Effective Rate less 8.50%.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(190,781
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Building Products—Doors & Windows—(0.10%)
|
|
|
|
|
|
(10,614,452
|
)
|
|
|
3/6/2014
|
|
Asahi Glass Co Ltd
|
|
|
(310,014
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Agreement with Morgan Stanley, dated 03/01/2010 to deliver the total return of the shares of Asahi Glass Co Ltd in exchange for an amount to be received monthly equal to the Daily Fed Funds Effective Rate less 0.40%.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3,812,211
|
)
|
|
|
3/6/2014
|
|
Nippon Sheet Glass Company Ltd
|
|
|
(387,103
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Agreement with Morgan Stanley, dated 03/01/2010 to deliver the total return of the shares of Nippon Sheet Glass Company Ltd in exchange for an amount to be received monthly equal to the Daily Fed Funds Effective Rate less 5.79%.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(697,117
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capacitors—0.00%
|
|
|
|
|
|
(4,992,850
|
)
|
|
|
3/6/2014
|
|
Taiyo Yuden Co Ltd
|
|
|
37,948
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Agreement with Morgan Stanley, dated 03/01/2010 to deliver the total return of the shares of Taiyo Yuden Co Ltd in exchange for an amount to be received monthly equal to the Daily Fed Funds Effective Rate less 1.94%.
|
|
|
|
|
The accompanying
notes are an integral part of these financial statements.
APPENDIX A
ACAP STRATEGIC FUND
SCHEDULE OF SWAP CONTRACTS (continued)
Notional
Amount
|
|
|
|
Maturity
Date
|
|
|
|
October 31, 2012
Unrealized
Gain/(Loss)
|
|
|
|
|
|
Total Return Swaps (continued)
|
|
|
|
|
|
|
|
|
|
Chemicals—(0.02%)
|
|
|
|
|
$
|
(1,166,225
|
)
|
|
|
3/6/2014
|
|
Hitachi Chemical Company Ltd
|
|
$
|
(59,199
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Agreement with Morgan Stanley, dated 03/01/2010 to deliver the total return of the shares of Hitachi Chemical Company Ltd in exchange for an amount to be received monthly equal to the Daily Fed Funds Effective Rate less 0.40%.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3,257,720
|
)
|
|
|
3/6/2014
|
|
Kuraray Co Ltd
|
|
|
(110,570
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Agreement with Morgan Stanley, dated 03/01/2010 to deliver the total return of the shares of Kuraray Co Ltd in exchange for an amount to be received monthly equal to the Daily Fed Funds Effective Rate less 0.40%.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(169,769
|
)
|
|
|
|
|
|
Circuit Boards—0.00%
|
|
|
|
|
|
(123,659
|
)
|
|
|
3/6/2014
|
|
Unimicron Technology Corp
|
|
|
(297
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Agreement with Morgan Stanley, dated 03/01/2010 to deliver the total return of the shares of Unimicron Technology Corp in exchange for an amount to be received monthly equal to the Daily Fed Funds Effective Rate less 6.50%.
|
|
|
|
|
|
|
|
|
|
Computers—0.01%
|
|
|
|
|
|
(2,041,682
|
)
|
|
|
3/6/2014
|
|
Asustek Computer Inc
|
|
|
(27,996
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Agreement with Morgan Stanley, dated 03/01/2010 to deliver the total return of the shares of Asustek Computer Inc in exchange for an amount to be received monthly equal to the Daily Fed Funds Effective Rate less 6.37%.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2,031,129
|
)
|
|
|
3/6/2014
|
|
Compal Electronics Inc
|
|
|
85,692
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Agreement with Morgan Stanley, dated 03/01/2010 to deliver the total return of the shares of Compal Electronics Inc in exchange for an amount to be received monthly equal to the Daily Fed Funds Effective Rate less 3.83%.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,341,381
|
)
|
|
|
3/6/2014
|
|
Wistron Corporation
|
|
|
(13,240
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Agreement with Morgan Stanley, dated 03/01/2010 to deliver the total return of the shares of Wistron Corporation in exchange for an amount to be received monthly equal to the Daily Fed Funds Effective Rate less 8.46%.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
44,456
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Computers—Integrated Systems—(0.01)%
|
|
|
|
|
|
(4,323,185
|
)
|
|
|
3/6/2014
|
|
Fujitsu Ltd
|
|
|
(80,402
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Agreement with Morgan Stanley, dated 03/01/2010 to deliver the total return of the shares of Fujitsu Ltd in exchange for an amount to be received monthly equal to the Daily Fed Funds Effective Rate less 0.40%.
|
|
|
|
|
The accompanying notes are an integral
part of these financial statements.
APPENDIX A
ACAP STRATEGIC FUND
SCHEDULE OF SWAP CONTRACTS (continued)
Notional
Amount
|
|
|
Maturity
Date
|
|
|
|
October 31, 2012
Unrealized
Gain/(Loss)
|
|
|
|
|
|
Total Return Swaps (continued)
|
|
|
|
|
|
|
|
|
|
Computers—Peripheral Equipment—(0.02%)
|
|
|
|
|
$
|
(952,484
|
)
|
|
|
3/6/2014
|
|
Chicony Electronics Co Ltd
|
|
$
|
15,471
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Agreement with Morgan Stanley, dated 03/01/2010 to deliver the total return of the shares of Chicony Electronics Co Ltd in exchange for an amount to be received monthly equal to the Daily Fed Funds Effective Rate less 4.75%.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2,331,268
|
)
|
|
|
3/6/2014
|
|
Innolux Display Corp
|
|
|
(153,241
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Agreement with Morgan Stanley, dated 03/01/2010 to deliver the total return of the shares of Innolux Display Corp in exchange for an amount to be received monthly equal to the Daily Fed Funds Effective Rate less 5.17%.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(137,770
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
E-Commerce / Products—(0.02)%
|
|
|
|
|
|
1,092,345
|
|
|
|
3/6/2014
|
|
MonotaRO Co Ltd
|
|
|
(27,298
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Agreement with Morgan Stanley, dated 03/01/2010 to receive the total return of the shares of MonotaRO Co Ltd in exchange for an amount to be paid monthly equal to the Daily Fed Funds Effective Rate plus 0.60%.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,204,846
|
|
|
|
3/6/2014
|
|
Rakuten Inc
|
|
|
(126,750
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Agreement with Morgan Stanley, dated 03/01/2010 to receive the total return of the shares of Rakuten Inc in exchange for an amount to be paid monthly equal to the Daily Fed Funds Effective Rate plus 0.60%.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(154,048
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Electric Products—Miscellaneous—(0.02%)
|
|
|
|
|
|
(2,826,100
|
)
|
|
|
3/6/2014
|
|
Brother Industries Ltd
|
|
|
(53,494
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Agreement with Morgan Stanley, dated 03/01/2010 to deliver the total return of the shares of Brother Industries Ltd in exchange for an amount to be received monthly equal to the Daily Fed Funds Effective Rate less 0.45%.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,999,639
|
)
|
|
|
3/6/2014
|
|
LG Electronics Inc
|
|
|
(92,834
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Agreement with Morgan Stanley, dated 03/01/2010 to deliver the total return of the shares of LG Electronics Inc in exchange for an amount to be received monthly equal to the Daily Fed Funds Effective Rate less 5.04%.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(4,777,895
|
)
|
|
|
3/6/2014
|
|
LG Innotek Co Ltd
|
|
|
25,905
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Agreement with Morgan Stanley, dated 03/01/2010 to deliver the total return of the shares of LG Innotek Co Ltd in exchange for an amount to be received monthly equal to the Daily Fed Funds Effective Rate less 4.95%.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(120,423
|
)
|
The accompanying
notes are an integral part of these financial statements.
APPENDIX A
ACAP STRATEGIC FUND
SCHEDULE OF SWAP CONTRACTS (continued)
Notional
Amount
|
|
|
Maturity
Date
|
|
|
|
October 31, 2012
Unrealized
Gain/(Loss)
|
|
|
|
|
|
Total Return Swaps (continued)
|
|
|
|
|
|
|
|
|
Electronic Components—Miscellaneous—(0.12%)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
(1,812,318
|
)
|
|
|
3/6/2014
|
|
AU Optronics Corp
|
|
$
|
(134,861
|
)
|
|
|
|
|
|
|
|
Agreement with Morgan Stanley, dated 03/01/2010 to deliver the total return of the shares of AU Optronics Corp in exchange for an amount to be received monthly equal to the Daily Fed Funds Effective Rate less 2.42%.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,986,622
|
)
|
|
|
3/6/2014
|
|
NEC Corporation
|
|
|
(186,038
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Agreement with Morgan Stanley, dated 03/01/2010 to deliver the total return of the shares of NEC Corporation in exchange for an amount to be received monthly equal to the Daily Fed Funds Effective Rate less 0.40%.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(8,534,538
|
)
|
|
|
3/6/2014
|
|
Nippon Electric Glass Co
|
|
|
(158,572
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Agreement with Morgan Stanley, dated 03/01/2010 to deliver the total return of the shares of Nippon Electric Glass Co in exchange for an amount to be received monthly equal to the Daily Fed Funds Effective Rate less 0.40%.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(329,183
|
)
|
|
|
3/6/2014
|
|
Pegatron Corp
|
|
|
(803
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Agreement with Morgan Stanley, dated 03/01/2010 to deliver the total return of the shares of Pegatron Corp in exchange for an amount to be received monthly equal to the Daily Fed Funds Effective Rate less 6.75%.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(641,721
|
)
|
|
|
3/6/2014
|
|
Radiant Opto-Electronics Corporation
|
|
|
11,214
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Agreement with Morgan Stanley, dated 03/01/2010 to deliver the total return of the shares of Radiant Opto-Electronics Corporation in exchange for an amount to be received monthly equal to the Daily Fed Funds Effective Rate less 8.75%.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(217,642
|
)
|
|
|
3/6/2014
|
|
Silitech Technology Corp
|
|
|
14,417
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Agreement with Morgan Stanley, dated 03/01/2010 to deliver the total return of the shares of Silitech Technology Corp in exchange for an amount to be received monthly equal to the Daily Fed Funds Effective Rate less 6.35%.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(7,009,101
|
)
|
|
|
3/6/2014
|
|
Toshiba Corp
|
|
|
(449,305
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Agreement with Morgan Stanley, dated 03/01/2010 to deliver the total return of the shares of Toshiba Corp in exchange for an amount to be received monthly equal to the Daily Fed Funds Effective Rate less 0.40%.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,878,360
|
)
|
|
|
3/6/2014
|
|
TPK Holding Co Ltd
|
|
|
18,029
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Agreement with Morgan Stanley, dated 03/01/2010 to deliver the total return of the shares of TPK Holding Co Ltd in exchange for an amount to be received monthly equal to the Daily Fed Funds Effective Rate less 17.00%.
|
|
|
|
|
The accompanying notes are an integral
part of these financial statements.
APPENDIX A
ACAP STRATEGIC FUND
SCHEDULE OF SWAP CONTRACTS (continued)
Notional Amount
|
|
|
Maturity
Date
|
|
|
|
October 31, 2012
Unrealized
Gain/(Loss)
|
|
|
|
|
|
Total Return Swaps (continued)
|
|
|
|
|
|
|
|
|
|
Electronic Components—Miscellaneous (continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
(1,053,612
|
)
|
|
|
3/6/2014
|
|
Wintek Corp
|
|
$
|
56,959
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Agreement with Morgan Stanley, dated 03/01/2010 to deliver the total return of the shares of Wintek Corp in exchange for an amount to be received monthly equal to the Daily Fed Funds Effective Rate less 12.00%.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(828,960
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Electronic Components—Semiconductors—0.11%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(709,891
|
)
|
|
|
3/6/2014
|
|
Epistar Corp
|
|
|
35,448
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Agreement with Morgan Stanley, dated 03/01/2010 to deliver the total return of the shares of Epistar Corp in exchange for an amount to be received monthly equal to the Daily Fed Funds Effective Rate less 11.50%.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(456,814
|
)
|
|
|
3/6/2014
|
|
Everlight Electronics Co Ltd
|
|
|
33,556
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Agreement with Morgan Stanley, dated 03/01/2010 to deliver the total return of the shares of Everlight Electronics Co Ltd in exchange for an amount to be received monthly equal to the Daily Fed Funds Effective Rate less 6.58%.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(8,981,183
|
)
|
|
|
3/6/2014
|
|
MediaTek Inc
|
|
|
(191,668
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Agreement with Morgan Stanley, dated 03/01/2010 to deliver the total return of the shares of MediaTek Inc in exchange for an amount to be received monthly equal to the Daily Fed Funds Effective Rate less 7.00%.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(841,557
|
)
|
|
|
3/6/2014
|
|
Nippon Chemi-Con Corp
|
|
|
(30,703
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Agreement with Morgan Stanley, dated 03/01/2010 to deliver the total return of the shares of Nippon Chemi-Con Corp in exchange for an amount to be received monthly equal to the Daily Fed Funds Effective Rate less 0.54%.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3,060,606
|
)
|
|
|
3/6/2014
|
|
Rohm Company Ltd
|
|
|
12,401
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Agreement with Morgan Stanley, dated 03/01/2010 to deliver the total return of the shares of Rohm Company Ltd in exchange for an amount to be received monthly equal to the Daily Fed Funds Effective Rate less 0.40%.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
47,390,040
|
|
|
|
3/6/2014
|
|
Samsung Electronics Co Ltd
|
|
|
1,119,311
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Agreement with Morgan Stanley, dated 03/01/2010 to receive the total return of the shares of Samsung Electronics Co Ltd in exchange for an amount to be paid monthly equal to the Daily Fed Funds Effective Rate plus 0.90%.
|
|
|
|
|
The accompanying notes are an integral
part of these financial statements.
APPENDIX A
ACAP STRATEGIC FUND
SCHEDULE OF SWAP CONTRACTS (continued)
Notional
Amount
|
|
|
Maturity
Date
|
|
|
|
October 31, 2012
Unrealized
Gain/(Loss)
|
|
|
|
|
|
Total Return Swaps (continued)
|
|
|
|
|
|
|
|
|
|
Electronic Components—Semiconductors (continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
(5,470,312
|
)
|
|
|
3/6/2014
|
|
SK Hynix Inc
|
|
$
|
(203,515
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Agreement with Morgan Stanley, dated 03/01/2010 to deliver the total return of the shares of SK Hynix Inc in exchange for an amount to be received monthly equal to the Daily Fed Funds Effective Rate less 0.96%.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
774,830
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Electronic Measuring Instruments—(0.04)%
|
|
|
|
|
|
(9,641,096
|
)
|
|
|
3/6/2014
|
|
Advantest Corp
|
|
|
(296,903
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Agreement with Morgan Stanley, dated 03/01/2010 to deliver the total return of the shares of Advantest Corp in exchange for an amount to be received monthly equal to the Daily Fed Funds Effective Rate less 0.40%.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Electronic Parts Distribution—0.00%
|
|
|
|
|
|
(65,871
|
)
|
|
|
3/6/2014
|
|
G-Tech Optoelectronics Corp
|
|
|
7,523
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Agreement with Morgan Stanley, dated 03/01/2010 to deliver the total return of the shares of G-Tech Optoelectronics Corp in exchange for an amount to be received monthly equal to the Daily Fed Funds Effective Rate less 11.00%.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Finance—Investment Banker / Broker—0.00%
|
|
|
|
|
|
(1,485,323
|
)
|
|
|
3/6/2014
|
|
Bolsas y Mercados Espanoles SA
|
|
|
(19,631
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Agreement with Morgan Stanley, dated 03/01/2010 to deliver the total return of the shares of Bolsas y Mercados Espanoles SA in exchange for an amount to be received monthly equal to the Daily Fed Funds Effective Rate less 6.11%.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Food—Retail—0.00%
|
|
|
|
|
|
(604,615
|
)
|
|
|
3/6/2014
|
|
Delhaize Group
|
|
|
(3,239
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Agreement with Morgan Stanley, dated 03/01/2010 to deliver the total return of the shares of Delhaize Group in exchange for an amount to be received monthly equal to the Daily Fed Funds Effective Rate less 0.40%.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Life / Health Insurance—0.00%
|
|
|
|
|
|
(2,112,795
|
)
|
|
|
3/6/2014
|
|
Cathay Financial Holding Co
|
|
|
3,057
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Agreement with Morgan Stanley, dated 03/01/2010 to deliver the total return of the shares of Cathay Financial Holding Co in exchange for an amount to be received monthly equal to the Daily Fed Funds Effective Rate less 3.25%.
|
|
|
|
|
The accompanying notes are an integral
part of these financial statements.
APPENDIX A
ACAP STRATEGIC FUND
SCHEDULE OF SWAP CONTRACTS (continued)
Notional
Amount
|
|
|
Maturity
Date
|
|
|
|
October 31, 2012
Unrealized
Gain/(Loss)
|
|
|
|
|
|
Total Return Swaps (continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Metal Processors & Fabrication—(0.01)%
|
|
|
|
|
$
|
(4,099,941
|
)
|
|
|
3/6/2014
|
|
Catcher Technology Co Ltd
|
|
$
|
(44,441
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Agreement with Morgan Stanley, dated 03/01/2010 to deliver the total return of the shares of Catcher Technology Co Ltd in exchange for an amount to be received monthly equal to the Daily Fed Funds Effective Rate less 10.00%.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Office Automation & Equipment—0.03%
|
|
|
|
|
|
(9,015,001
|
)
|
|
|
3/6/2014
|
|
Ricoh Co Ltd
|
|
|
258,863
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Agreement with Morgan Stanley, dated 03/01/2010 to deliver the total return of the shares of Ricoh Co Ltd in exchange for an amount to be received monthly equal to the Daily Fed Funds Effective Rate less 5.00%.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2,891,814
|
)
|
|
|
3/6/2014
|
|
Seiko Epson Corp
|
|
|
(26,206
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Agreement with Morgan Stanley, dated 03/01/2010 to deliver the total return of the shares of Seiko Epson Corp in exchange for an amount to be received monthly equal to the Daily Fed Funds Effective Rate less 7.00%.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
232,657
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Photo Equipment & Supplies—(0.01)%
|
|
|
|
|
|
(3,410,876
|
)
|
|
|
3/6/2014
|
|
Largan Precision Co Ltd
|
|
|
(43,370
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Agreement with Morgan Stanley, dated 03/01/2010 to deliver the total return of the shares of Largan Precision Co Ltd in exchange for an amount to be received monthly equal to the Daily Fed Funds Effective Rate less 10.50%.
|
|
|
|
|
|
|
|
|
|
Retail—Jewelry—(0.01)%
|
|
|
|
|
|
(5,756,454
|
)
|
|
|
3/6/2014
|
|
Swatch Group AG
|
|
|
(67,770
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Agreement with Morgan Stanley, dated 03/01/2012 to deliver the total return of the shares of Swatch Group AG in exchange for an amount to be received monthly equal to the Daily Fed Funds Effective Rate less 0.40%.
|
|
|
|
|
|
|
|
|
|
Retail—Restaurants—0.01%
|
|
|
|
|
|
6,219,183
|
|
|
|
3/6/2014
|
|
Gourmet Master Co Ltd
|
|
|
38,609
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Agreement with Morgan Stanley, dated 03/01/2010 to receive the total return of the shares of Gourmet Master Co Ltd in exchange for an amount to be paid monthly equal to the Daily Fed Funds Effective Rate plus 1.12%.
|
|
|
|
|
The accompanying notes are an integral
part of these financial statements.
APPENDIX A
ACAP STRATEGIC FUND
SCHEDULE OF SWAP CONTRACTS (continued)
Notional
Amount
|
|
|
Maturity
Date
|
|
|
|
October 31, 2012
Unrealized
Gain/(Loss)
|
|
|
|
|
|
Total Return Swaps (continued)
|
|
|
|
|
|
|
|
|
|
Semiconductor Components—Integrated Circuits—(0.04)%
|
|
|
|
|
$
|
(3,619,372
|
)
|
|
|
3/6/2014
|
|
Powertech Technology Inc
|
|
$
|
39,425
|
|
|
|
|
|
|
|
|
Agreement with Morgan Stanley, dated 03/01/2010 to deliver the total return of the shares of Powertech Technology Inc in exchange for an amount to be received monthly equal to the Daily Fed Funds Effective Rate less 4.81%.
|
|
|
|
|
|
36,091,152
|
|
|
|
3/6/2014
|
|
QUALCOMM Inc
|
|
|
(287,372
|
)
|
|
|
|
|
|
|
|
Agreement with Morgan Stanley, dated 03/01/2012 to receive the total return of the shares of QUALCOMM Inc in exchange for an amount to be paid monthly equal to the Daily Fed Funds Effective Rate plus 0.45%.
|
|
|
|
|
|
(678,848
|
)
|
|
|
3/6/2014
|
|
Realtek Semiconductor Corp
|
|
|
(31,410
|
)
|
|
|
|
|
|
|
|
Agreement with Morgan Stanley, dated 03/01/2010 to deliver the total return of the shares of Realtek Semiconductor Corp in exchange for an amount to be received monthly equal to the Daily Fed Funds Effective Rate less 7.62%.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(279,357
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Web Portals / ISP—0.14%
|
|
|
|
|
|
1,091,605
|
|
|
|
3/6/2014
|
|
GMO Internet Inc
|
|
|
34,942
|
|
|
|
|
|
|
|
|
Agreement with Morgan Stanley, dated 03/01/2010 to receive the total return of the shares of GMO Internet Inc in exchange for an amount to be paid monthly equal to the Daily Fed Funds Effective Rate plus 0.60%.
|
|
|
|
|
|
55,092,240
|
|
|
|
3/6/2014
|
|
Google Inc, Class A
|
|
|
372,233
|
|
|
|
|
|
|
|
|
Agreement with Morgan Stanley, dated 03/01/2012 to receive the total return of the shares of Google Inc, Class A in exchange for an amount to be paid monthly equal to the Daily Fed Funds Effective Rate plus 0.45%.
|
|
|
|
|
|
27,986,197
|
|
|
|
3/6/2014
|
|
NHN Corp
|
|
|
553,629
|
|
|
|
|
|
|
|
|
Agreement with Morgan Stanley, dated 03/01/2010 to receive the total return of the shares of NHN Corp in exchange for an amount to be paid monthly equal to the Daily Fed Funds Effective Rate plus 0.90%.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
960,804
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Swap Contracts
|
|
$
|
(1,118,020
|
)
|
The accompanying notes are an integral
part of these financial statements.
APPENDIX A
ACAP STRATEGIC FUND
SCHEDULE OF SWAP CONTRACTS by Industry (concluded)
Swap Contracts – By Industry
|
|
October 31, 2012
Percentage of
Net Assets (%)
|
Airlines
|
|
|
|
(0.01
|
%)
|
|
Audio / Video Products
|
|
|
|
(0.03
|
%)
|
|
Building Products – Doors & Windows
|
|
|
|
(0.10
|
%)
|
|
Capacitors
|
|
|
|
0.00
|
%
|
|
Chemicals
|
|
|
|
(0.02
|
%)
|
|
Circuit Boards
|
|
|
|
0.00
|
%
|
|
Computers
|
|
|
|
0.01
|
%
|
|
Computers – Integrated Systems
|
|
|
|
(0.01
|
%)
|
|
Computers – Peripheral Equipment
|
|
|
|
(0.02
|
%)
|
|
E-Commerce / Products
|
|
|
|
(0.02
|
%)
|
|
Electric Products – Miscellaneous
|
|
|
|
(0.02
|
%)
|
|
Electronic Components – Miscellaneous
|
|
|
|
(0.12
|
%)
|
|
Electronic Components – Semiconductors
|
|
|
|
0.11
|
%
|
|
Electronic Measuring Instruments
|
|
|
|
(0.04
|
%)
|
|
Electronic Parts Distribution
|
|
|
|
0.00
|
%
|
|
Finance – Investment Banker / Broker
|
|
|
|
0.00
|
%
|
|
Food – Retail
|
|
|
|
0.00
|
%
|
|
Life / Health Insurance
|
|
|
|
0.00
|
%
|
|
Metal Processors & Fabrication
|
|
|
|
(0.01
|
%)
|
|
Office Automation & Equipment
|
|
|
|
0.03
|
%
|
|
Photo Equipment & Supplies
|
|
|
|
(0.01
|
%)
|
|
Retail – Jewelry
|
|
|
|
(0.01
|
%)
|
|
Retail – Restaurants
|
|
|
|
0.01
|
%
|
|
Semiconductor Components – Integrated Circuits
|
|
|
|
(0.04
|
%)
|
|
Web Portals / ISP
|
|
|
|
0.14
|
%
|
|
|
|
|
Total Swap Contracts
|
|
|
|
(0.16
|
%)
|
|
The accompanying notes are an integral
part of these financial statements.
APPENDIX A
ACAP STRATEGIC FUND
STATEMENT OF OPERATIONS
|
|
For the Year Ended October 31, 2012
|
|
Investment Income
|
|
|
|
|
Dividends
|
|
$
|
4,236,199
|
|
Interest
|
|
|
1,525,076
|
|
Other
|
|
|
208
|
|
|
|
|
|
|
Total investment income
|
|
|
5,761,483
|
|
|
|
|
|
|
Expenses
|
|
|
|
|
Management fees
|
|
|
10,384,097
|
|
Stock loan fees
|
|
|
7,476,651
|
|
Dividends on securities sold, not yet purchased
|
|
|
5,109,185
|
|
Incentive Fee
|
|
|
3,377,585
|
|
Shareholder servicing fees
|
|
|
1,295,638
|
|
Administration fees
|
|
|
453,336
|
|
Professional fees
|
|
|
442,162
|
|
Transfer agent fees
|
|
|
245,217
|
|
Custody fees
|
|
|
201,174
|
|
Registration fees
|
|
|
65,716
|
|
Insurance expense
|
|
|
63,898
|
|
Trustees’ fees
|
|
|
35,000
|
|
Interest expense
|
|
|
865
|
|
Miscellaneous expense
|
|
|
342,305
|
|
|
|
|
|
|
Total expenses
|
|
|
29,492,829
|
|
|
|
|
|
|
Net investment loss
|
|
|
(23,731,346
|
)
|
|
|
|
|
|
Realized and unrealized gain/(loss) from investment activities, foreign currency transactions and total return swaps
|
|
|
|
|
Realized gain/(loss) from investment activities, foreign currency transactions and total return swaps
|
|
|
|
|
Investment securities
|
|
|
(19,956,828
|
)
|
Securities sold, not yet purchased
|
|
|
2,161,371
|
|
Foreign currency transactions
|
|
|
(221,270
|
)
|
Total return swaps
|
|
|
22,669,069
|
|
|
|
|
|
|
Net realized gain/(loss) from investment activities, foreign currency transactions and total return swaps
|
|
|
4,652,342
|
|
|
|
|
|
|
Net change in unrealized gain/(loss) from investment activities and foreign currency transactions
|
|
|
35,001,778
|
|
Net change in unrealized gain/(loss) of total return swaps
|
|
|
(2,570,364
|
)
|
|
|
|
|
|
Net change in unrealized gain/(loss) from investment activities, foreign currency transactions, and total return swaps
|
|
|
32,431,414
|
|
|
|
|
|
|
Net realized and unrealized gain/(loss) from investment activities, foreign currency transactions and total return swaps
|
|
|
37,083,756
|
|
|
|
|
|
|
Net increase in net assets resulting from operations
|
|
$
|
13,352,410
|
|
The accompanying notes are an integral
part of these financial statements.
APPENDIX A
ACAP STRATEGIC FUND
STATEMENT OF CHANGES IN NET ASSETS
|
|
For the Year Ended
October 31, 2012
|
|
|
For the Year Ended
October 31, 2011
|
|
From operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment loss
|
|
$
|
(23,731,346
|
)
|
|
$
|
(15,502,754
|
)
|
Net realized gain/(loss) from investment activities,
foreign currency transactions and total return swaps
|
|
|
4,652,342
|
|
|
|
8,477,536
|
|
Net change in unrealized gain/(loss) from investment
activities, foreign currency transactions and total return swaps
|
|
|
32,431,414
|
|
|
|
22,424,328
|
|
|
|
|
|
|
|
|
|
|
Net increase in net assets resulting from operations
|
|
|
13,352,410
|
|
|
|
15,399,110
|
|
|
|
|
|
|
|
|
|
|
Distributions to shareholders:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
From net realized gain ($0.0584 per share)
|
|
|
(1,957,432
|
)
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
Net decrease in net assets resulting from distributions to shareholders
|
|
|
(1,957,432
|
)
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
From transactions in shares:
|
|
|
|
|
|
|
|
|
Net proceeds from sale of shares
|
|
|
389,272,122
|
|
|
|
169,900,370
|
|
Reinvestment of distributions
|
|
|
1,498,250
|
|
|
|
—
|
|
Cost of shares repurchased
|
|
|
(32,855,664
|
)
|
|
|
(12,080,160
|
)
|
|
|
|
|
|
|
|
|
|
Net increase in net assets from transactions in
shares
|
|
|
357,914,708
|
|
|
|
157,820,210
|
|
|
|
|
|
|
|
|
|
|
Net increase in net assets
|
|
|
369,309,686
|
|
|
|
173,219,320
|
|
|
|
|
|
|
|
|
|
|
Net assets at beginning of year
|
|
|
325,271,530
|
|
|
|
152,052,210
|
|
|
|
|
|
|
|
|
|
|
Net assets at end of year
|
|
$
|
694,581,216
|
|
|
$
|
325,271,530
|
|
|
|
|
|
|
|
|
|
|
Accumulated Undistributed Net Investment Loss
|
|
$
|
(43,894,241
|
)
|
|
$
|
(20,162,895
|
)
|
The accompanying
notes are an integral part of these financial statements.
APPENDIX A
ACAP STRATEGIC
FUND
NOTES TO FINANCIAL STATEMENTS—OCTOBER 31, 2012
1. Organization
ACAP Strategic Fund (the “Fund”)
was organized as a Delaware statutory trust in June 2009. The Fund commenced operations on March 1, 2010. The Fund is registered
under the Investment Company Act of 1940 (the “1940 Act”) as a non-diversified, closed-end management investment company.
The Fund operates as an interval fund under Rule 23c-3 of the 1940 Act and, as such, offers to repurchase between 5% – 25%
of its outstanding Shares at their net asset value as of or prior to the end of each fiscal quarter. SilverBay Capital Management
LLC serves as the investment adviser of the Fund (the “Adviser”). The Adviser is controlled by its managing member,
Alkeon Capital Management, LLC (“Alkeon”). Each of the Adviser and Alkeon is registered with the SEC as an investment
adviser.
The Fund’s investment objective is
to achieve maximum capital appreciation. The Fund pursues this objective by investing its assets primarily in equity securities
of U.S. and foreign companies that the Adviser believes are well positioned to benefit from demand for their products or services,
including companies that can innovate or grow rapidly relative to their peers in their markets. The Fund also pursues its objective
by effecting short sales of securities when the Adviser believes that the market price of a security is above its estimated intrinsic
or fundamental value. The Fund may also borrow money for investment purposes, i.e., leverage its assets. The use of short sales
and leverage are speculative investment practices and involve a high degree of risk.
The Fund is authorized to issue an unlimited
number of Shares of beneficial interest (“Shares”), $0.001 par value. The minimum initial investment in the Fund by
an investor is $100,000, subject to reduction at the discretion of an investor’s broker, dealer or other financial intermediary,
but not below $50,000. Minimum subsequent investments must be at least $10,000 (in each case, including a sales load if applicable).
Investors may be charged a sales load up to a maximum of 3% on the amount they invest. The specific amount of the sales load is
not fixed and will be determined by the investor and its broker, dealer or other financial intermediary. Shares may only be purchased
through, and with funds drawn on, an investor’s brokerage account with Mainsail Group, L.L.C. (the “Underwriter”)
or with brokers or dealers retained by the Underwriter to act as selling agents to assist in the distribution of Shares (“Selling
Agents”). Shares of the Fund may be purchased only by investors who certify to the Fund or its agents that they have a net
worth of more than $2,000,000 (excluding the value of the primary residence of such person and any debt secured by such property
up to its current market value). As an interval fund, the Fund has adopted a fundamental policy to offer to repurchase at least
5% of its outstanding Shares at their net asset value at regular intervals. Currently, the Fund intends to offer to repurchase
25% of its outstanding Shares as of or prior to the end of each fiscal quarter. However, repurchase offers in excess of 5% of the
Fund’s outstanding Shares for any particular fiscal quarter are entirely within the discretion of the Board of Trustees of
the Fund (the “Board”) and, as a result, there can be no assurance that the Fund will make repurchase offers for amounts
in excess of 5% of the outstanding Shares for any particular fiscal quarter.
The Board has overall responsibility for
the management and supervision of the operations of the Fund. The Board has delegated responsibility for management of the Fund’s
day-to-day operations to the Adviser. The Board exercises the same powers, authority and responsibilities on behalf of the Fund
as are customarily exercised by the board of directors of a registered investment company organized as a corporation. The persons
comprising the Board (the “Trustees”) are not required to invest in the Fund or to own Shares. A majority of the Trustees
are persons who are not “interested persons” (as defined in the 1940 Act) of the Fund (the “Independent Trustees”).
The Independent Trustees perform the same functions for the Fund as are customarily exercised by the non-interested directors of
a registered investment company organized as a corporation.
APPENDIX A
ACAP STRATEGIC
FUND
NOTES TO FINANCIAL STATEMENTS—OCTOBER 31, 2012 (continued)
2. Significant Accounting Policies
The preparation of financial statements
in conformity with U.S. generally accepted accounting principles requires (hereafter referred to as “authoritative guidance”)
the Adviser to make estimates and assumptions in determining 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 revenues and expenses during the reporting
period. The Adviser believes that the estimates utilized in preparing the Fund’s financial statements are reasonable and
prudent; however, actual results could differ from these estimates.
The following is a summary of the significant
accounting policies of the Fund:
a. Revenue Recognition
Securities transactions, including related
revenue and expenses, are recorded on a trade date basis. Dividends are recorded on the ex-dividend date, net of foreign withholding
tax. Interest income and expense are recorded on the accrual basis.
The Fund amortizes premium and accretes
discount on bonds using the effective yield method.
b. Portfolio Valuation
The value of the net assets of the Fund
is determined on each business day as of the close of regular business of the NYSE in accordance with the procedures set forth
below or as may be determined from time to time pursuant to policies established by the Board.
Domestic exchange traded equity securities
(other than options) other than those that trade on NASDAQ are valued at their last reported composite sale prices as reported
on such exchanges or, in the absence of any reported sale on a particular day, at their composite bid prices (for securities held
long) or their composite ask prices (for securities sold short), as reported by such exchanges. Securities traded on NASDAQ are
valued: (i) at the NASDAQ Official Closing Price (“NOCP”) (which is the last trade price at or before 4:00 p.m. (EST)
adjusted up to NASDAQ’s best offer price if the last trade is below such bid and down to NASDAQ’s best offer price
if the last trade is above such offer price); (ii) if no NOCP is available, at the last sale price on NASDAQ prior to the calculation
of the Fund’s net asset value; (iii) if no sale is shown on NASDAQ, at the bid price; or (iv) if no sale is shown and no
bid price is available for a period of seven business days, the price will be deemed “stale” and the value will be
determined at fair value. Securities traded on a foreign securities exchange are valued at their last sale prices on the exchange
where the securities are primarily traded, or in the absence of a reported sale on a particular day, at their bid prices (in the
case of securities held long) or ask prices (in the case of securities sold short) as reported by that exchange.
Total return swaps on equity securities
are generally valued based upon the price for the reference asset, as determined in the manner specified above.
Other securities for which market quotations
are readily available are valued at their bid prices (or ask prices in the case of securities sold short) as obtained from one
or more dealers making markets for those securities. If market quotations are not readily available, securities and other assets
will be valued at fair value as determined in good faith by the Adviser under the supervision of the Board in accordance with authoritative
guidance.
Debt securities (other than convertible
securities) are valued in accordance with the procedures described above, which with respect to these securities may include the
use of valuations furnished by a pricing service which employs a matrix to determine valuations for normal institutional size trading
units. The Adviser monitors the reasonableness of valuations provided by the pricing service.
APPENDIX A
ACAP STRATEGIC
FUND
NOTES TO FINANCIAL STATEMENTS—OCTOBER 31, 2012 (continued)
2. Significant Accounting Policies (continued)
b. Portfolio Valuation
(continued)
If in the view of the Adviser, the bid
price of a listed option or debt security (or ask price in the case of any such security sold short) does not fairly reflect the
market value of the security, the Adviser may value the security at fair value.
All assets and liabilities initially expressed
in foreign currencies are converted into U.S. dollars using foreign exchange rates provided by a pricing service compiled as of
4:00 p.m. London time. Trading in foreign securities generally is completed, and the values of foreign securities are determined
prior to the close of securities markets in the U.S. Foreign exchange rates are also determined prior to such close. On occasion,
the values of foreign securities and exchange rates may be materially affected by events occurring before the Fund calculates its
net asset value but after the close of the primary markets or exchanges on which foreign securities are traded. These intervening
events might be country-specific (e.g., natural disaster, economic or political developments, interest-rate change), issuer-specific
(e.g., earnings report, merger announcement), or U.S. market specific (e.g., a significant movement in the U.S. markets that is
deemed to affect the value of foreign securities). When such an event materially affects the values of securities held by the Fund
or its liabilities (including foreign securities for which there is a readily available market price), such securities and liabilities
may be valued at fair value, taking into account the aforementioned factors, pursuant to procedures adopted in good faith by the
Board.
The Fund follows authoritative guidance
for fair value measurement. The guidance establishes a framework for measuring fair value and a hierarchy for inputs used in measuring
fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most
observable inputs be used when available. The guidance establishes three levels of inputs that may be used to measure fair value.
Various inputs are used in determining the value of the Fund’s investments. These inputs are summarized in the three broad
levels listed below.
Level 1—observable market
inputs that are unadjusted quoted prices for identical assets or liabilities in active markets.
Level 2—other significant
observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.).
Level 3—significant unobservable
inputs (including the Fund’s own assumptions in determining the fair value of investments).
The Fund recognizes transfers into and
out of levels indicated above at the end of the reporting period. There were no such transfers during the year ended October 31,
2012.
The inputs or methodology used for valuing
securities are not necessarily an indication of the risk associated with investing in these securities.
Additional information on the investments
can be found in the Schedule of Investments, the Schedule of Securities Sold, Not Yet Purchased and the Schedule of Swap Contracts.
APPENDIX A
ACAP STRATEGIC
FUND
NOTES TO FINANCIAL STATEMENTS—OCTOBER 31, 2012 (continued)
2. Significant Accounting Policies (continued)
b. Portfolio Valuation
(continued)
In May 2011, the Financial Accounting Standards
Board (“FASB”) issued Codification Accounting Standards Update No. 2011-04, Fair Value Measurement (Topic 820):
Amendments
to Active Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs
(“ASU 2011-04). ASU 2011-04
expands the qualitative and quantitative fair value disclosure requirements for fair value measurements categorized in Level 3
of the fair value hierarchy and requires a description of the valuation processes in place and a description of the sensitivity
of the fair value to changes in unobservable inputs and interrelationships between those inputs if a change in those inputs would
result in a significantly different fair value measurement. ASU 2011-04 is effective for fiscal years beginning after December
15, 2011 and for interim periods within those fiscal years. The adoption of ASU 2011-04 is not expected to have a material impact
on the Fund’s financial statements.
The following is a summary of the inputs
used, as of October 31, in valuing the Fund’s investments at fair value.
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Balance
October 31,
2012
|
|
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock
|
|
$
|
723,331,234
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
723,331,234
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock
|
|
$
|
264,937,428
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
264,937,428
|
|
Total Return Swaps
|
|
|
—
|
|
|
|
1,118,020
|
|
|
|
—
|
|
|
|
1,118,020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Liabilities
|
|
$
|
264,937,428
|
|
|
$
|
1,118,020
|
|
|
$
|
—
|
|
|
$
|
266,055,448
|
|
c. Cash and Cash Equivalents
The Fund considers all financial instruments
that mature within three months of the date of purchase as cash equivalents. At October 31, 2012, $122,128,683 in cash equivalents
were held in a BNY Mellon Money Market Account, including foreign currency with a U.S. Dollar value of $1,490,937. Amounts may
at times exceed federally insured limits.
d. Dividends and Distributions
Dividends and distributions to shareholders
are recorded on the ex-dividend date. Income and capital gains distributions are determined in accordance with federal tax regulations
and may differ from those determined in accordance with authoritative guidance. To the extent these differences are permanent,
such amounts are reclassified within the capital account based on their federal tax basis treatment; temporary differences do not
require such reclassification.
e. Income Taxes
Each year the Fund intends to operate in
a manner to qualify as, and has elected to be treated as, a regulated investment company under Subchapter M of the Internal Revenue
Code of 1986 (the “Code”), as amended. To qualify as a regulated investment company, the Fund must comply with certain
requirements relating to, among other things, the sources of its income and diversification of its assets. If the Fund so qualifies
and distributes each year to its shareholders at least 90% of its investment company taxable income (generally including ordinary
income and net short-term capital gain, but not net capital gain, which is the excess of net long-term capital gain over net short-term
capital loss) and meets certain other requirements, it will not be required to pay federal income taxes
APPENDIX A
ACAP STRATEGIC
FUND
NOTES TO FINANCIAL STATEMENTS—OCTOBER 31, 2012 (continued)
2. Significant Accounting Policies (continued)
e. Income Taxes (continued)
on any income it distributes to shareholders.
The Fund intends to distribute at least the minimum amount necessary to satisfy the 90% distribution requirement. The Fund will
not be subject to federal income tax on any net capital gain distributed to shareholders.
Foreign securities held by the Fund may
be subject to foreign taxation on dividend income received.
The Fund may be subject to a tax imposed
on net realized gains on securities of certain foreign countries. The Fund records an estimated deferred tax liability for net
unrealized gains on these securities in an amount that would be payable if the securities were disposed of on the valuation date.
At October 31, 2012, the Fund had no deferred tax liability.
It is the Fund’s policy to meet the
requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute substantially all of its
investment company taxable income and net realized gains, if any, to shareholders. Therefore, no provisions for federal income
or excise taxes are required.
f. Due to/from Broker
Due to/from broker consists of U.S. dollar
cash balances held at the Fund’s prime broker (Morgan Stanley & Co., Inc.). The Fund is charged interest on cash it borrows
at agreed upon rates with its prime broker. The amount due from broker primarily represents receivables for funds held by the broker
which result from proceeds of short sales and cash proceeds from the unwind of swap positions. It is the Fund’s policy to
monitor the credit standing of the broker and other financial institutions with which it conducts business.
3. Management Fee
In consideration of management services
provided by the Adviser and for services provided by the Adviser or an affiliate for certain administrative services, the Fund
pays the Adviser a monthly management fee computed at the annual rate of 2.00% of the Fund’s average daily net assets (the
“Management Fee”), which is due and payable in arrears within five business days after the end of each month. This
fee is accrued daily as an expense to be paid out of the Fund’s assets and has the effect of reducing the net asset value
of the Fund. During the year ended October 31, 2012, Management Fees totaled $10,384,097, of which $1,223,485 remains payable to
the Adviser and is included on the Statement of Assets and Liabilities.
4. Incentive Fee
The Fund also pays the Adviser a performance-based
incentive fee (the “Incentive Fee”). The Incentive Fee is determined as of the end of the fiscal year in an amount
equal to 20% of the amount by which the Fund’s net profits for all Fiscal Periods (defined below) exceed the balance of the
loss carryforward account (described below), without duplication for any Incentive Fees paid during such fiscal year. The Fund
also pays the Adviser the Incentive Fee in the event a Fiscal Period is triggered in connection with a Share repurchase offer by
the Fund.
For purposes of calculating the Incentive
Fee, net profits means the amount by which: (a) the net assets of the Fund as of the end of a Fiscal Period, increased by the dollar
amount of Shares repurchased during the Fiscal Period (excluding Shares to be repurchased as of the last day of the Fiscal Period
after determination of the Incentive Fee) and by the amount of dividends and other distributions paid to shareholders during the
Fiscal period and not reinvested in additional Shares (excluding any dividends and other distributions to be paid as of the last
day of the Fiscal Period), exceeds (b) the net assets of the Fund as of the beginning of the Fiscal Period, increased by the dollar
APPENDIX A
ACAP STRATEGIC
FUND
NOTES TO FINANCIAL STATEMENTS—OCTOBER 31, 2012 (continued)
4. Incentive Fee (continued)
amount of Shares issued during the Fiscal
Period (excluding any Shares issued in connection with the reinvestment of dividends and other distributions paid by the Fund).
Net assets means the total value of all
assets of the Fund, less an amount equal to all accrued debts, liabilities and obligations of the Fund, determined in accordance
with the valuation and accounting policies and procedures of the Fund.
Fiscal Period means each period ending
on the Fund’s fiscal year-end, provided that whenever the Fund conducts a Share repurchase offer, the period of time from
the last Fiscal Period-end through the effective date of the repurchase offer also constitutes a Fiscal Period.
The Incentive Fee is payable for a Fiscal
Period only if there is no positive balance in the Fund’s loss carryforward account. The loss carryforward account is an
account that is credited as of the end of each Fiscal Period with the amount of any net loss of the Fund for that Fiscal Period
and will be debited (but not below zero) with the amount of any net profits of the Fund for that Fiscal Period. This is sometimes
known as a “high water mark.” The loss carryforward account is also reduced by: (i) the payment by the Fund of any
dividend or other distribution to Shareholders (unless the full amount thereof is reinvested in Shares of the Fund); and (ii) any
repurchase by the Fund of its Shares.
During the year ended October 31, 2012,
earned incentive amounted to $3,377,585, all of which remains payable and is included in the accompanying Statement of Assets and
Liabilities.
5. Shareholder Servicing Fee
Under the terms of the distribution agreement
with the Fund, the Fund pays ongoing shareholder servicing fees to the Underwriter to compensate it for providing, or arranging
for the provision of, ongoing investor services and account maintenance services to investors in the Fund. The Underwriter may
retain all or a portion of these payments. These fees are accrued daily and paid monthly in an amount not to exceed, in the aggregate,
0.25% (on an annualized basis) of the net asset value of the Fund.
During the year ended October 31, 2012,
Shareholder Servicing Fees amounted to $1,295,638. At October 31, 2012, $152,813 remains payable and is included in the accompanying
Statement of Assets and Liabilities.
6. Administration Fee, Related Party and Other
BNY Mellon Investment Servicing (US) Inc.
(“BNY Mellon”) serves as the Fund’s administrator and provides various administration, fund accounting, investor
accounting and taxation services to the Fund. BNY Mellon also provides transfer agency services to the Fund. In consideration of
the administration and accounting services, the Fund pays BNY Mellon a monthly asset-based fee which is not anticipated to exceed
.08% of the Fund’s average net assets. The Fund also reimburses BNY Mellon for certain out-of-pocket expenses.
The Bank of New York Mellon serves as the
primary custodian of the Fund’s assets, and may maintain custody of the Fund’s assets with domestic and foreign sub-custodians
(which may be banks, trust companies, securities depositories and clearing agencies), approved by the Board in accordance with
the requirements set forth in Section 17(f) of the 1940 Act and the rules adopted thereunder. Assets of the Fund are not held by
the Adviser or commingled with the assets of other accounts other than to the extent that securities are held in the name of a
custodian in a securities depository, clearing agency or omnibus customer account of a custodian.
APPENDIX A
ACAP STRATEGIC
FUND
NOTES TO FINANCIAL STATEMENTS—OCTOBER 31, 2012 (continued)
6. Administration Fee, Related Party and Other (continued)
Mainsail Group, L.L.C. (previously defined
as the “Underwriter”), an underwriter under the federal securities laws, serves as underwriter of the Fund’s
Shares on a best efforts basis. Pursuant to the terms of the underwriter’s distribution agreement with the Fund, the Underwriter
may retain unaffiliated brokers or dealers (i.e. “Selling Agents”) to assist in the distribution of Shares. For the
year ended October 31, 2012, Sanders Morris Harris Inc., which also served as an underwriter to the Fund until September 2012,
received $49,269 from the Fund.
Each Independent Trustee receives an annual
retainer of $10,000 plus reimbursement of reasonable out of pocket expenses. Trustees who are “interested persons”
do not receive any annual or other fee from the Fund. Trustees who are “interested persons” are reimbursed by the Fund
for all reasonable out-of- pocket expenses incurred in performing their duties. The Officers of the Fund serve without compensation.
7. Indemnifications and Financial Guarantees
The Fund has entered into several contracts
that contain routine indemnification clauses. The Fund’s maximum exposure under these arrangements is unknown, as this would
involve future claims that may be made against the Fund that have not yet occurred. The Fund has had no claims or payments pursuant
to these or prior agreements, and the Fund believes the likelihood of a claim being made is remote.
8. Securities Transactions
Aggregate purchases and sales of investment
securities for the year ended October 31, 2012, amounted to $881,511,375 and $531,702,457, respectively. Aggregate proceeds received
and paid for securities sold, not yet purchased for the year ended October 31, 2012, amounted to $468,597,370 and $349,206,328,
respectively.
9. Borrowings
The Fund is authorized to borrow money
for investment purposes, to meet repurchase requests and for liquidity purposes. Borrowings by the Fund (which do not include securities
sold, not yet purchased and derivative transactions), subject to limitations of the 1940 Act, will not exceed 33
1
/
3
percent of the Fund’s total assets. Purchasing equity securities on margin involves an initial cash requirement representing
at least 50% of the underlying security’s value with respect to transactions in U.S. markets and varying (typically lower)
percentages with respect to transactions in foreign markets. Borrowings to purchase equity securities typically will be secured
by the pledge of those securities. Borrowing for investment purposes (a practice known as “leverage”) is a speculative
investment practice and involves certain risks.
Although leverage can increase investment
returns if the Fund earns a greater return on the investments purchased with borrowed funds than it pays for the use of those funds,
the use of leverage will decrease investment returns if the Fund fails to earn as much on investments purchased with borrowed funds
as it pays for the use of those funds. The use of leverage will therefore magnify the impact of changes in the value of investments
held by the Fund on the Fund’s net asset value and thus can increase the volatility of the Fund’s net asset value per
Share. The Adviser expects that the Fund’s investment program will make frequent use of leverage.
For the year ended October 31, 2012, the
average daily amount of such borrowings was $153,039 and the daily weighted average annualized interest rate was 0.56%.
APPENDIX A
ACAP STRATEGIC
FUND
NOTES TO FINANCIAL STATEMENTS—OCTOBER 31, 2012 (continued)
10. Transactions in Shares
Transactions in Shares were as follows:
|
|
For the Year Ended
October 31, 2012
Shares
|
|
Shares at the beginning of the year
|
|
|
29,223,252
|
|
Shares sold
|
|
|
34,824,902
|
|
Shares reinvested
|
|
|
147,902
|
|
Shares repurchased
|
|
|
(2,893,567
|
)
|
|
|
|
|
|
Net increase (decrease)
|
|
|
32,079,237
|
|
|
|
|
|
|
Shares at the end of the year
|
|
|
61,302,489
|
|
As of October 31, 2012, the Investment
Adviser and its affiliates own 10,058.657 shares of the Fund.
11. Principal and Non-Principal Fund Investment Practices
and Their Risks
Although the Fund’s principal investment
strategy is to invest primarily in equity securities of U.S. and foreign companies, the Fund may invest its assets in other types
of securities and in other asset classes when, in the judgment of the Adviser (subject to any policies established by the Board),
such investments present opportunities for the Fund to achieve maximum capital appreciation, taking into account the availability
of equity investment opportunities, market conditions, the relative risk/reward analysis of other investments compared to equity
securities, and such other considerations as the Adviser deems appropriate.
Authoritative guidance on disclosures about
derivative instruments and hedging activities requires qualitative disclosures about objectives and strategies for using derivatives,
quantitative disclosures about fair value amounts of gains and losses on derivative instruments and disclosures about credit-risk-related
contingent features in derivative agreements. The realized gain/(loss) on swap contracts and foreign currency transactions is reflected
on the Statement of Operations within these financial statements. The net change in unrealized appreciation/(depreciation) on swap
contracts is reflected on the Statement of Operations and Schedule of Swap Contracts within these financial statements. The net
change in unrealized appreciation/(depreciation) on foreign currency transactions is reflected on the Statement of Operations within
these financial statements as a component of the net change in unrealized appreciation/(depreciation) from investment activities
and foreign currency transactions. Option contracts serve as components of the Fund’s investment strategies and are utilized
to structure investments to enhance the performance of the Fund.
a. Bonds and Other Fixed-Income
Securities
The Fund may invest without limit in high
quality fixed-income securities for temporary defensive purposes and to maintain liquidity. For these purposes, “fixed-income
securities” are bonds, notes and debentures issued by corporations; debt securities issued or guaranteed by the U.S. Government
or one of its agencies or instrumentalities (“U.S. Government Securities”) or by a foreign government; municipal securities;
and mortgage-backed and asset-backed securities. These securities may pay fixed, variable or floating rates of interest, and may
include zero coupon obligations. Fixed-income securities are subject to the risk of the issuer’s inability to meet principal
and interest payments on its obligations (i.e., credit risk) and are subject to price volatility due to such factors as interest
rate sensitivity, market perception of the credit worthiness of the issuer and general market liquidity (i.e., market risk).
The Fund may also invest in both investment
grade and non-investment grade debt securities. Investment grade debt securities are securities that have received a rating from
at least one nationally recognized statistical rating organization (“NRSRO”) in one of the four highest rating categories
or, if not rated by any NRSRO, have been determined by the Adviser to be of comparable quality.
APPENDIX A
ACAP STRATEGIC
FUND
NOTES TO FINANCIAL STATEMENTS—OCTOBER 31, 2012 (continued)
11. Principal and Non-Principal Fund Investment Practices
and Their Risks (continued)
a. Bonds and Other Fixed-Income
Securities (continued)
Non-investment grade debt securities (typically
called “junk bonds”) are securities that have received a rating from an NRSRO of below investment grade or have been
given no rating, and are considered by the NRSRO to be predominantly speculative with respect to the issuer’s capacity to
pay interest and repay principal. Non-investment grade debt securities in the lowest rating categories may involve a substantial
risk of default or may be in default. Adverse changes in economic conditions or developments regarding the individual issuer are
more likely to cause price volatility and weaken the capacity of the issuers of non- investment grade debt securities to make principal
and interest payments than is the case for higher grade debt securities. An economic downturn affecting an issuer of non-investment
grade debt securities may result in an increased incidence of default. In addition, the market for lower grade debt securities
may be thinner and less active than for higher grade debt securities. The Fund does not expect to invest more than 15% of its net
assets in non-convertible debt securities. The Fund’s investments in non-investment grade debt securities, if any, are not
expected to exceed 5% of its net assets.
There was no activity of bonds and other
fixed-income securities in the Fund during the year ended October 31, 2012.
b. Exchange Traded Funds
and Other Similar Instruments
The Fund may purchase retail Shares of
exchange-traded funds that are registered under the 1940 Act (“ETFs”) and retail Shares of similar investment vehicles
that are not registered under the 1940 Act (together with the ETFs, “Traded Funds”) and effect short sales of these
Shares. Transactions in Traded Funds may be used in seeking maximum capital appreciation or for hedging purposes. Typically, a
Traded Fund holds a portfolio of common stocks designed to track the performance of a particular index or a “basket”
of stocks of companies within a particular industry sector or group. Traded Funds sell and redeem their Shares at net asset value
in large blocks (typically 50,000 Shares) called “creation units.” Shares representing fractional interests in these
creation units are listed for trading on national securities exchange and can be purchased and sold in the secondary market in
lots of any size at any time during the trading day (i.e., retail Shares).
Investments in Traded Funds involve certain
inherent risks generally associated with investments in a broadly-based portfolio of stocks including risks that the general level
of stock prices may decline, thereby adversely affecting the value of each unit of the Traded Funds. In addition, a Traded Fund
may not fully replicate the performance of its benchmark index because of the temporary unavailability of certain index securities
in the secondary market or discrepancies between the Traded Fund and the index with respect to the weighting of securities or number
of stocks held.
Because Traded Funds bear various fees
and expenses, the Fund’s investment in these instruments will involve certain indirect costs, as well as transaction costs,
such as brokerage commissions. The Adviser considers the expenses associated with an investment in determining whether to invest
in a Traded Fund.
There was no activity of Exchange Traded
Funds in the Fund during the year ended October 31, 2012.
c. Temporary Investments;
U.S. Government Securities Risk
During periods of adverse market conditions
in the equity securities markets, the Fund may deviate from its investment objective and invest all or a portion of its assets
in high quality debt securities, money market instruments, or hold its assets in cash. Securities will be deemed to be of high
quality if they are rated in the top four categories by an NRSRO or, if unrated, are determined to be of comparable quality by
the Adviser. Money market
APPENDIX A
ACAP STRATEGIC
FUND
NOTES TO FINANCIAL STATEMENTS—OCTOBER 31, 2012 (continued)
11. Principal and Non-Principal Fund Investment Practices
and Their Risks (continued)
c. Temporary Investments;
U.S. Government Securities Risk (continued)
instruments are high quality, short-term
debt obligations (which generally have remaining maturities of one year or less), and may include: U.S. Government Securities;
commercial paper; certificates of deposit and banker’s acceptances issued by domestic branches of United States banks that
are members of the Federal Deposit Insurance Corporation (“FDIC”); and repurchase agreements for U.S. Government Securities.
In lieu of purchasing money market instruments, the Fund may purchase Shares of money market mutual funds that invest primarily
in U.S. Government Securities and repurchase agreements involving those securities, subject to certain limitations imposed by the
1940 Act.
The Fund may also invest in money market
instruments or purchase Shares of money market mutual funds pending investment of its assets in equity securities or non-money
market debt securities, or to maintain such liquidity as may be necessary to effect repurchases of Shares from shareholders or
for other purposes.
It is possible that the U.S. Government
would not provide financial support to its agencies or instrumentalities if it were not required to do so by law. If a U.S. Government
agency or instrumentality in which the Fund invests defaults and the U.S. Government does not stand behind the obligation, the
Fund’s Share price or yield could fall. The U.S. Government’s guarantee of ultimate payment of principal and timely
payment of interest of the U.S. Government Securities owned by the Fund does not imply that the Fund’s Shares are guaranteed
by the FDIC or any other government agency, or that the price of the Fund’s Shares will not continue to fluctuate.
There was no activity of the above-mentioned
investments in the Fund during the year ended October 31, 2012.
d. Total Return Swaps
The Adviser may use total return swaps
to pursue the Fund’s investment objective of maximum capital appreciation. The Adviser may also use these swaps for hedging
purposes. A swap is a contract under which two parties agree to make periodic payments to each other based on specified interest
rates, an index or the value of some other instrument, applied to a stated, or “notional,” amount. Swaps generally
can be classified as interest rate swaps, currency swaps, commodity swaps, total return swaps or equity swaps, depending on the
type of index or instrument used to calculate the payments. Such swaps would increase or decrease the Fund’s investment exposure
to the particular interest rate, currency, commodity or equity involved. Total return swaps are where one party exchanges a cash
flow indexed (on a long or short basis) to a non-money market asset (e.g., an equity security).
Most swap agreements entered into by the
Fund require the calculation of the obligations of the parties to the agreements on a “net basis.” Consequently, current
obligations (or rights) under a swap agreement generally will be equal to only the net amount to be paid or received under the
agreement based on the relative values of the positions held by each party to the agreement (the “net amount”).
The Fund is subject to the market risk
associated with changes in the value of the underlying investment or instrument, as well as exposure to credit risk associated
with counterparty non-performance on swap contracts. The risk of loss with respect to swaps is limited to the net amount of payments
that the Fund is contractually obligated to make. If the other party to a swap defaults, the Fund’s risk of loss consists
of the net amount of payments that the Fund contractually is entitled to receive, which may be different than the amounts recorded
on the Statement of Assets and Liabilities.
The average notional amounts of swap contracts
was $204,746,745 during the year ended October 31, 2012, which is indicative of the volume of activity of swap contracts during
the period.
e. Call and Put Options
on Individual Securities
The Fund may purchase call and put options
in respect of specific securities, and may write and sell covered or uncovered call and put options for hedging purposes and non-hedging
purposes to pursue its investment objective.
APPENDIX A
ACAP STRATEGIC
FUND
NOTES TO FINANCIAL STATEMENTS—OCTOBER 31, 2012 (continued)
11. Principal and Non-Principal Fund Investment Practices
and Their Risks (continued)
e. Call and Put Options
on Individual Securities (continued)
A put option gives the purchaser of the
option the right to sell, and obligates the writer to buy, the underlying security at a stated exercise price at any time prior
to the expiration of the option. Similarly, a call option gives the purchaser of the option the right to buy, and obligates the
writer to sell, the underlying security at a stated exercise price at any time prior to the expiration of the option. A covered
call option written by the Fund is a call option with respect to which the Fund owns the underlying security. A covered put option
written by the Fund is a put option with respect to which cash or liquid securities have been placed in a segregated account on
the Fund’s books or with the Fund’s custodian to fulfill the obligation undertaken.
The Fund may close out a position when
writing options by purchasing an option on the same security with the same exercise price and expiration date as the option that
it has previously written on the security. The Fund will realize a profit or loss if the amount paid to purchase an option is less
or more, as the case may be, than the amount received from the sale thereof. To close out a position as a purchaser of an option,
the Fund would ordinarily make a similar “closing sale transaction,” which involves liquidating the Fund’s position
by selling the option previously purchased, although the Fund would be entitled to exercise the option should it deem it advantageous
to do so. The Fund may also invest in so-called “synthetic” options or other derivative instruments written by broker-dealers.
Options transactions may be effected on
securities exchanges or in the over-the-counter market. Over-the-counter options purchased and sold by the Fund may also include
options on baskets of specific securities.
There was no activity of the above-mentioned
investments in the Fund during the year ended October 31, 2012.
f. Foreign Currency Transactions
Portfolio securities and other assets and
liabilities denominated in foreign currencies are translated into U.S. dollars based on the exchange rate of such currencies against
U.S. dollars on the date of valuation. The Fund may enter into foreign currency exchange contracts to facilitate transactions denominated
in a foreign currency. Purchases and sales of securities, income and expense items denominated in foreign currencies are translated
into U.S. dollars at the exchange rate in effect on the transaction date. Occasionally, events may impact the availability or reliability
of foreign exchange rates used to convert the U.S. dollar equivalent value. If such an event occurs, the foreign exchange rate
will be valued at fair value using procedures established and approved by the Board.
The Fund does not separately report the
effect of changes in foreign exchange rates from changes in market prices on securities held. Such changes are included in the
net change in unrealized appreciation/(depreciation) from investment activities and foreign currency transactions on the Statement
of Operations.
Realized foreign exchange gains or losses
arise from sales of foreign currencies, currency gains or losses realized between the trade and settlement dates on securities
transactions and the difference between the recorded amounts of dividends, interest, and foreign withholding taxes and the U.S.
dollar equivalent of the amounts actually received or paid. Net unrealized foreign exchange gains and losses arise from changes
in foreign exchange rates on foreign denominated assets and liabilities other than investments in securities held at the end of
the reporting period.
12. Federal Income Tax Information
At October 31, 2012, the aggregate cost
and proceeds for Federal income tax purposes of portfolio investments and securities sold, not yet purchased was $684,715,277,
and $266,930,486, respectively. For Federal income tax purposes, at October 31, 2012, accumulated net unrealized gain on portfolio
investments was $38,615,957,
APPENDIX A
ACAP STRATEGIC
FUND
NOTES TO FINANCIAL STATEMENTS—OCTOBER 31, 2012 (continued)
12. Federal Income Tax Information (continued)
consisting of $64,966,709 gross unrealized
gain and $26,350,752 gross unrealized loss. The accumulated net unrealized gain on securities sold, not yet purchased, was $23,688,150,
consisting of $34,122,236 gross unrealized gain and $10,434,086 gross unrealized loss. The difference between book basis and tax
basis unrealized gain on portfolio investments and unrealized gain on securities sold, not yet purchased is attributable primarily
to cumulative loss deferrals on wash sales and loss deferrals on unsettled short positions, respectively.
During the year ended October 31, 2012,
taxable gain differs from net increase in net assets resulting from operations primarily due to: (1) unrealized gain/(loss) from
investment activities and foreign currency transactions, as investment gains and losses are not included in taxable income until
they are realized; (2) deferred wash sales losses, and (3) recognition of unrealized gain/(loss) of swap contracts currently in
taxable income. Listed below is a reconciliation of net increase in net assets resulting from operations to taxable gain for the
fiscal year ended October 31, 2012.
Net increase in net assets resulting from operations
|
|
$
|
13,352,410
|
|
Net change in unrealized gain/(loss) from investment activities and foreign currency transactions
|
|
|
(35,001,778
|
)
|
Book/tax difference due to deferred wash sales losses
|
|
|
3,414,151
|
|
Book/tax difference due to short sales
|
|
|
(230,723
|
)
|
Capital losses carried forward
|
|
|
17,706,128
|
|
Other book-tax differences
|
|
|
2,717,244
|
|
|
|
|
|
|
Taxable Gain
(1)
|
|
$
|
1,957,432
|
|
|
(1)
|
The Fund’s taxable gain is an estimate and will not be finally determined until the Fund files its tax return for the
year ended October 31, 2012. Therefore, the final taxable income may be different than the estimate.
|
As of October 31, 2012, the components
of net assets on a tax basis were as follows:
Accumulated undistributed net investment loss
|
|
$
|
(1,599,224
|
)
|
Accumulated net realized losses on investments
|
|
|
(25,419,413
|
)
|
Accumulated unrealized gain from investment activities and foreign currency transactions
|
|
|
68,977,831
|
|
Paid-in capital
|
|
|
652,622,022
|
|
|
|
|
|
|
Total Net Assets
|
|
$
|
694,581,216
|
|
ASC 740
Accounting for Uncertainty in
Income Taxes
(“ASC 740”) provides guidance for how uncertain tax positions should be recognized, measured, presented,
and disclosed in the Fund’s Financial Statements. ASC 740 requires the evaluation of tax positions taken or expected to be
taken in the course of preparing the Fund’s tax returns to determine whether the tax positions are “more-likely-than-not”
of being sustained by the applicable tax authority. Tax positions not deemed to meet the “more-likely-than-not” threshold
are recorded as a tax benefit or expense in the current year. Management’s determinations regarding ASC 740 may be subject
to review and adjustment at a later date based upon factors including, but not limited to, an ongoing analysis of tax laws, regulations
and interpretations thereof. The Fund recognizes the tax benefits of uncertain tax positions only where the position is “more-likely-than-not”
to be sustained assuming examination by tax authorities. In accordance with authoritative guidance, management has analyzed the
Fund’s tax positions for the open tax years ended October 31, 2011 and October 31, 2012, and has concluded that no provision
for income tax is required in the Fund’s financial statements. During the period, the Fund did not record any interest or
penalties. The Fund is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized
tax benefits will change materially in the next 12 months.
APPENDIX A
ACAP STRATEGIC
FUND
NOTES TO FINANCIAL STATEMENTS—OCTOBER 31, 2012 (continued)
12. Federal Income Tax Information (continued)
The Regulated Investment Company Modernization
Act of 2010 (the “Act”) was enacted on December 22, 2010. The Act makes changes to several tax rules including the
unlimited carryover of future capital losses. In general, the provisions of the Act became effective for the Fund’s fiscal
year beginning after October 31, 2011.
During the year ended October 31, 2012,
the tax character of the dividends paid by the Fund was $1,957,432 ordinary income.
As of October 31, 2012, the capital loss
carryforward of the Fund is $17,706,128, of which $14,125,295 is short-term and $3,580,833 is long-term, and neither is subject
to expiration.
13. Financial Highlights
|
|
For the
Year Ended
October 31, 2012
|
|
|
For the
Year Ended
October 31, 2011
|
|
|
For the Period
March 1, 2010
(commencement
of operations)
through
October 31, 2010
|
|
Net asset value per Share, beginning of period
|
|
$
|
11.13
|
|
|
$
|
10.57
|
|
|
$
|
10.00
|
|
Income from investment operations (a):
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment loss
|
|
|
(0.59
|
)
|
|
|
(0.74
|
)
|
|
|
(0.66
|
)
|
Net realized and unrealized gain/(loss) from investment activities, foreign currency transactions and total return swaps
|
|
|
0.85
|
|
|
|
1.30
|
|
|
|
1.23
|
|
Total income/(loss) from investment operations
|
|
|
0.26
|
|
|
|
0.56
|
|
|
|
0.57
|
|
Distributions to shareholders:
|
|
|
|
|
|
|
|
|
|
|
|
|
Realized capital gains
|
|
|
(0.06
|
)
|
|
|
—
|
|
|
|
—
|
|
Total distributions to shareholders
|
|
|
(0.06
|
)
|
|
|
—
|
|
|
|
—
|
|
Net asset value per Share, end of period
|
|
$
|
11.33
|
|
|
$
|
11.13
|
|
|
$
|
10.57
|
|
Total return—gross (b) (c) (e)
|
|
|
2.93
|
%
|
|
|
6.55
|
%
|
|
|
7.32
|
%
|
Total return—net (b) (c) (e)
|
|
|
2.38
|
%
|
|
|
5.30
|
%
|
|
|
5.70
|
%
|
Ratios/supplemental data:
|
|
|
|
|
|
|
|
|
|
|
|
|
Net assets (dollars in thousands), end of period
|
|
|
694,581
|
|
|
|
325,272
|
|
|
|
152,052
|
|
Average net assets (dollars in thousands), end of period
|
|
|
519,202
|
|
|
|
269,839
|
|
|
|
65,890
|
|
Ratio of expenses to average net assets (d) (e)
|
|
|
5.68
|
%
|
|
|
6.81
|
%
|
|
|
9.81
|
%
|
Ratio of expenses without incentive fee to average net assets (d) (e)
|
|
|
5.03
|
%
|
|
|
5.38
|
%
|
|
|
6.27
|
%
|
Ratio of incentive fee to average net assets (c) (e)
|
|
|
0.65
|
%
|
|
|
1.43
|
%
|
|
|
3.54
|
%
|
Ratio of expenses without incentive fee, dividend & interest expense and security trading related expenses to average net assets (d) (e)
|
|
|
2.58
|
%
|
|
|
2.86
|
%
|
|
|
3.58
|
%
|
Ratio of dividend and interest expense to average net assets (d) (e)
|
|
|
0.98
|
%
|
|
|
1.09
|
%
|
|
|
1.17
|
%
|
Ratio of security trading related expenses to average net assets (d) (e)
|
|
|
1.46
|
%
|
|
|
1.43
|
%
|
|
|
1.52
|
%
|
Ratio of net investment loss to average net assets (d) (e)
|
|
|
(4.57
|
%)
|
|
|
(5.75
|
%)
|
|
|
(8.62
|
%)
|
Portfolio turnover on investments in securities (c)
|
|
|
97
|
%
|
|
|
108
|
%
|
|
|
148
|
%
|
Average debt ratio (d)
|
|
|
0.03
|
%
|
|
|
0.12
|
%
|
|
|
0.37
|
%
|
(a)
|
Per Share amounts presented are based on monthly Shares outstanding throughout the period indicated.
|
(b)
|
Total return gross/net of incentive fee is calculated assuming an investment on the first day of each period reported, reinvestment of all dividends and distributions, if any, at net asset value on the ex-
dividend dates,
|
APPENDIX A
ACAP STRATEGIC
FUND
NOTES TO FINANCIAL STATEMENTS—OCTOBER 31, 2012 (concluded)
13. Financial Highlights (continued)
|
and a sale at net asset value on the last day of each period reported. The figures do not include any applicable sales charges; results would be lower if they were included. Returns do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund Shares.
|
|
|
(c)
|
Non-annualized for periods less than one year.
|
|
|
(d)
|
Annualized for periods of less than one year.
|
|
|
(e)
|
The computation of such ratios for an individual shareholder may vary from these ratios due to timing of capital activity.
|
14. Subsequent Events
Subsequent to October 31, 2012, and through
December 27, 2012, the Fund had capital subscriptions of $81,066,344.
The Fund has evaluated the possibility
of subsequent events existing in the Fund’s financial statements, and has determined that there are no material events that
would require disclosure in the Fund’s financial statements.
APPENDIX A
ACAP STRATEGIC
FUND
Supplemental Information
(Unaudited)
Disclosure of Portfolio Holdings:
The
Fund files a Form N-Q with the Securities and Exchange Commission (the “SEC”) no more than sixty days after the Fund’s
first and third fiscal quarters of each fiscal year. For the Fund, this would be for the fiscal quarters ending January 31 and
July 31. Form N-Q includes a complete schedule of the Fund’s portfolio holdings as of the end of those fiscal quarters. The
Fund’s N-Q filings can be found free of charge on the SEC’s website at
http://www.sec.gov
, or they may be reviewed
and copied at the SEC’s Public Reference Room in Washington, D.C. (call 800-SEC-0330 for information on the operation of
the Public Reference Room).
Voting Proxies on Fund Portfolio Securities:
A description of the policies and procedures that the Adviser uses to determine how to vote proxies relating to portfolio securities
and information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended
June 30 are available without charge, upon request, by calling your financial advisor, or calling collect (212) 389-8713, or on
the SEC’s website at
http://www.sec.gov
.
Supplemental Tax Information:
All
reportings are based on financial information available as of the date of this annual report and, accordingly, are subject to change.
For each item, it is the intention of the Fund to report the maximum amount permitted under the Internal Revenue Code and the regulations
thereunder. For the year ended October 31, 2012, the Qualified Dividend Income and Dividends Received Deduction were both 100%.
Consideration and Renewal of Investment Advisory Agreement
At a meeting held in person on September
20, 2012, the Board of Trustees of ACAP Strategic Fund (the “Board”) approved renewing the investment advisory agreement
between ACAP Strategic Fund, a Delaware statutory trust (the “Fund”), and SilverBay Capital Management, LLC, a Delaware
limited liability company (the “Adviser”) (the “Advisory Agreement”), for an additional one-year period.
Also, by a unanimous vote, the members of the Board (the “Trustees”) who are not “interested persons,”
as defined by the Investment Company Act of 1940 (the “1940 Act”), of the Fund (the “Independent Trustees”)
separately voted to renew the Advisory Agreement.
In considering whether to renew the Advisory
Agreement, the Board reviewed various materials from the Adviser, which included: (i) information concerning the services rendered
to the Fund by the Adviser over the past year; (ii) the investment performance of the Fund and the Adviser, (iii) the fees and
expenses of the Fund, including comparative expense information, (iv) information on the profitability of the Adviser and its affiliates,
taking into account their cost of providing services, and (v) other benefits to the Adviser from its relationship with the
Fund. The Independent Trustees were represented in their review by experienced counsel they reasonably believed satisfied the SEC’s
standards as “independent legal counsel.” In particular, the Board considered the following:
(a) The Nature, Extent
and Quality of Services Provided by the Adviser.
The Trustees reviewed various presentations
the Adviser provided to the Board regarding its services to the Fund. In connection with the broad scope of investment advisory
services provided to the Fund, the Board discussed, in detail, with representatives of the Adviser, the performance of the Fund’s
investments in relation to the Fund’s stated investment objective and policies. In this regard, the Board also considered
the experience of the individuals responsible for the day-to-day management and operation of the Fund’s assets, including
personnel of the Adviser and Alkeon Capital Management, LLC (“Alkeon”), the Adviser’s managing member, in managing
funds and accounts with similar strategies to those of the Fund. The Board noted that the Adviser, or Alkeon, provides, at its
own expense, facilities necessary for the operation of the Fund, and it makes certain of its personnel available to serve as the
senior officers of the Fund, including the Chief Compliance Officer, the Principal Executive Officer and the Principal Financial
Officer. The Trustees considered the Adviser’s performance of its obligations to provide oversight of third-party service
providers and to monitor compliance with applicable Fund policies and procedures and adherence to its investment restrictions.
The Board also considered the Adviser’s representations regarding the
APPENDIX A
ACAP STRATEGIC
FUND
Supplemental Information
(Unaudited) (continued)
adequacy of its financial condition and
its financial wherewithal to provide quality services to the Fund, and the representations, in this regard, by Alkeon, in its capacity
as managing member of the Adviser, including its commitment to providing or making available to the Adviser, on an ongoing basis,
adequate resources (including capital and personnel) so as to provide meaningful and appropriate support for the operations of
the Adviser, including enabling it to perform its obligations, and provide quality services, to the Fund. The Board found it was
reasonable to expect that the Fund would continue to receive the services required from the Adviser under the Advisory Agreement
and expressed satisfaction with the nature, extent and quality of services theretofore provided.
(b) Investment Performance
of the Fund and Adviser
In connection with the evaluation of the
services provided by the Adviser, the Trustees reviewed the historical investment performance generated by Adviser for those investment
vehicles, such as the Fund, managed by Mr. Panayotis (“Takis”) Sparaggis, the portfolio manager of the Fund. The Trustees
discussed Mr. Sparaggis’ more than fifteen years of experience employing alternative investment strategies. The Trustees
also took account of the performance of the Fund, as well as a fund that has had substantially the same investment program as that
of the Fund for a longer investment period, but which is not registered under the 1940 Act and, thus, would have had lower investment
performance had it been subject to certain investment limitations imposed by applicable securities laws and the effect of the Fund’s
somewhat higher fees and expenses. With respect to the Fund, the Trustees observed that the Fund’s investment performance
met expectations. Based on the foregoing, the Trustees expressed satisfaction with level and quality of services provided to the
Fund.
(c) Cost of the Services
Provided and Profits Realized by the Adviser from its Relationship with the Fund
The Trustees reviewed the cost of services
provided by the Adviser and the fees paid under the Advisory Agreement. The Board noted that under the Advisory Agreement the Fund
pays the Adviser a fixed management fee of 2.00% and a performance-based incentive fee in an amount equal to 20% of the amount
by which the Fund’s net profits exceed the balance of a loss carry-forward account. The Board considered the mechanics of
the incentive fee, noting that it will continue to be paid at the close of the Fund’s fiscal year and each time the Fund
conducts a share repurchase offer, although the fee paid in connection with a share repurchase offer would be limited to that portion
of the incentive fee that is proportional to the Fund’s assets paid in respect of share repurchases. The Trustees further
noted that any incentive fee is calculated and accrued daily as a liability of the Fund and thus is reflected in the Fund’s
net asset value on a daily basis. The Trustees also considered information showing a comparison of the advisory fees and expense
ratio of the Fund compared with fees and expenses of other similar closed-end, continuously-offered single manager 1940 Act-registered
products, as well as fees of other funds and accounts advised or sub- advised by Alkeon. Although the Fund’s expense ratio
was somewhat higher than the median ratio of the peer group presented in the materials, the Board was satisfied that the proposed
fee structure was within the range of fees charged to other similar funds, including other funds and accounts managed by Alkeon.
The Board also noted that the 2/20 management fee/incentive fee combination was a fee structure commonly charged by alternative
fund managers such as the Adviser (or Alkeon). Based on its review, the Board concluded that the proposed level of the management
fee and the incentive fee were fair and reasonable in light of the extent and quality of services that the Fund receives.
The Trustees then considered the expenses
incurred and profits realized by the Adviser and its affiliates from the relationship with the Fund. Based on the data provided,
the Trustees concluded that the Adviser’s profitability level was not excessive.
APPENDIX A
ACAP STRATEGIC
FUND
Supplemental Information
(Unaudited) (concluded)
(d) The Extent to Which
Economies of Scale Would be Realized as the Fund Grows and Whether Fee Levels Would Reflect such Economies of Scale.
The Trustees noted that economies of scale
may be realized when a fund’s assets increase significantly. Because the Fund’s assets had not significantly exceeded
the estimates when the Advisory Agreement was originally approved, the Trustees did not consider that economies of scale had yet
been realized sufficient to consider the effect, if any, on fees. The Trustees determined that they would revisit this issue as
appropriate.
Conclusion.
Based on all of the foregoing, and such
other matters as were deemed relevant, the Board found the fee structure under the Advisory Agreement to be fair and reasonable
in light of the services provided by the Adviser. No single factor was determinative to the decision of the Board. Based on this
determination, all of the Trustees, including all of the Independent Trustees, approved renewal of the Advisory Agreement for an
additional one-year period.
APPENDIX A
ACAP STRATEGIC
FUND
Supplemental Information
(Unaudited)
The identity of the Trustees, and brief
biographical information regarding each Trustee, is set forth below. For more information on the Fund’s Trustees and Officers,
please see the Statement of Additional Information (SAI), which is available without charge, upon request, by calling collect (212)
389-8713.
Independent Trustees
Name and Age
|
|
Position(s)
with the
Fund
|
|
Term of Office
and Length of
Time Served
|
|
Principal
Occupation(s)
During Past
5 Years
|
|
Number of
Portfolios
in Fund
Complex*
Overseen by
Trustee
|
|
Other
Trusteeships/
Directorships
Held by
Trustee
|
Brad L. Berman, 55
|
|
Trustee
|
|
Indefinite/Since Inception
|
|
Partner, Holland & Knight LLP (law firm); President, Liberian International Ship & Corporate Registry, LLC (ship & corporate registry)
|
|
One(1)
|
|
None
|
William F. Murphy, 54
|
|
Trustee
|
|
Indefinite/Since Inception
|
|
Trader, Bay Hill Capital Management, LLC (investment management firm) Senior Vice President, Derivative Trading, HSBC Bank, NA
|
|
One(1)
|
|
None
|
Jorge Orvananos, 44
|
|
Trustee
|
|
Indefinite/Since Inception
|
|
Analyst, HealthCor Partners Management, L.P. (private equity firm); Technical Strategist, Kingdon Capital Management, LLC (hedge fund sponsor firm)
|
|
One(1)
|
|
None
|
The address of each independent Trustee is 350 Madison Avenue,
9th Floor, New York, New York 10017.
*
|
“Fund Complex” means two or more registered investment companies that hold themselves out to investors as related companies for purposes of investment and investor services, or that have a common investment adviser or have an investment adviser that is an affiliated person of the investment adviser of any of the other registered investment companies.
|
|
|
(1)
|
Other than the Fund. As of September 20, 2012, each of the Trustees/Officers of the Fund also serves in the same capacity for Bluepoint Investment Series Trust (a part of the Fund Complex), for which the Adviser also serves as investment adviser.
|
APPENDIX A
ACAP STRATEGIC
FUND
Fund Management
(Unaudited) (continued)
Interested Trustees*
Name and Age
|
|
Position(s)
with the
Fund
|
|
Term of Office
and Length of
Time Served
|
|
Principal
Occupation(s)
During Past
5 Years
|
|
Number of
Portfolios
in Fund
Complex
Overseen by
Trustee
|
|
Other
Trusteeships/
Directorships
Held by
Trustee
|
Gregory D. Jakubowsky, 40
|
|
Trustee, President and Principal Executive Officer
|
|
Indefinite/Since Inception
|
|
Chief Operating Officer, Alkeon Capital Management (investment management firm); Chief Executive Officer, Mainsail Group, LLC (broker-dealer)
|
|
One(1)
|
|
None
|
|
“Interested person” of the Fund or the Adviser, as defined by the 1940 Act. Mr. Jakubowsky is an interested person of the Fund due to his position as an officer of the Fund.
|
|
|
(1)
|
Other than the Fund. As of September 20, 2012, each of the Trustees/Officers of the Fund also serves in the same capacity for Bluepoint Investment Series Trust (a part of the Fund Complex), for which the Adviser also serves as investment adviser.
|
APPENDIX A
ACAP STRATEGIC
FUND
Fund Management
(Unaudited) (concluded)
In accordance with the Fund’s agreement and declaration
of trust (the “Declaration of Trust”), the Board has selected the following persons to serve as officers of the Fund:
Officers
Name and Age
|
|
Position(s)
with the
Fund
|
|
Term of Office
and Length of
Time Served
|
|
Principal
Occupation(s)
During Past
5 Years
|
|
Number of
Portfolios
in Fund
Complex
Overseen
|
Gregory D. Jakubowsky, 40
|
|
President and Principal Executive Officer
|
|
Indefinite/Since Inception
|
|
Chief Operating Officer, Alkeon Capital Management (investment management firm); Chief Executive Officer, Mainsail Group, LLC (broker-dealer)
|
|
One(1)
|
George Mykoniatis, 42
|
|
Treasurer and Principal Financial Officer
|
|
Indefinite/Since Inception
|
|
Chief Financial Officer, Alkeon Capital Management (investment management firm); Chief Compliance Officer, Mainsail Group, LLC (broker-dealer)
|
|
One(1)
|
A. Tyson Arnedt, 50
|
|
Chief Compliance Officer, Chief Legal Officer, Vice President and Secretary
|
|
Indefinite/Since Inception
|
|
General Counsel, Alkeon Capital Management (investment management firm); General Counsel, Mainsail Group, LLC (broker-dealer); Chief Compliance Officer, SilverBay Capital Management LLC (investment managment firm); Independent Consultant; Chief Operating Officer, EIM Management (USA) Inc. (investment management firm);
|
|
One(1)
|
The address of each Officer is 350 Madison Avenue, 9th Floor,
New York, New York 10017.
(1)
|
Other than the Fund. As of September 20, 2012, each of the Trustees/Officers of the Fund also serves in the same capacity for Bluepoint Investment Series Trust (a part of the Fund Complex), for which the Adviser also serves as investment adviser.
|
PART C – OTHER INFORMATION
Item 25. Financial Statements
and Exhibits
25(1)
|
Financial Statements:
|
|
|
|
The financial statements of the Registrant, for the period November 1, 2011 through October 31, 2012 and dated as of December 27, 2012, are included as Appendix A in Part B of the Registrant’s Registration Statement.
|
|
|
25(2)
|
Exhibits
|
|
|
|
|
|
(a)(1)
|
Certificate of Trust, dated June 26, 2009.
(1)
|
|
|
|
|
(a)(2)
|
Certificate of Amendment to Certificate of Trust, dated June 30, 2009.
(1)
|
|
|
|
|
(a)(3)
|
Certificate of Amendment to Certificate of Trust, dated August 7, 2009.
(2)
|
|
|
|
|
(a)(4)
|
Certificate of Amendment to Certificate of Trust, dated October 1, 2009.
(2)
|
|
|
|
|
(a)(5)
|
Certificate of Amendment to Certificate of Trust, dated November 17, 2009.
(2)
|
|
|
|
|
(a)(6)
|
Amended and Restated Certificate of Trust, dated December 29, 2009.
(2)
|
|
|
|
|
(a)(7)
|
Agreement and Declaration of Trust
.
(1)
|
|
|
|
|
(a)(8)
|
Amended and Restated Declaration of Trust.
(2)
|
|
|
|
|
(b)
|
By-Laws of Registrant.
(1)
|
|
|
|
|
(c)
|
Not Applicable.
|
|
|
|
|
(d)
|
Incorporated by reference to Exhibits (a)(3) and (b) above.
|
|
|
|
|
(e)
|
Included in Registrant’s Prospectus.
|
|
|
|
|
(f)
|
Not Applicable.
|
|
|
|
|
(g)
|
Form of Investment Advisory Agreement between the Registrant and
SilverBay Capital Management LLC (the “Adviser”)
.
(2)
|
|
|
|
|
(h)(1)
|
Form of Distribution Agreement between the Registrant and Mainsail Group, L.L.C. (“Mainsail” or the “Underwriter”).
(2)
|
|
|
|
|
(h)(2)
|
Form of Selling and Shareholder Servicing Agreement between the Underwriter and the dealers to become parties thereto.
(2)
|
|
|
|
|
(i)
|
Not Applicable.
|
|
|
|
|
(j)(1)
|
Form of Custodian
Services
Agreement between the Registrant and The Bank of New York Mellon (“BNY”).
(2)
|
|
|
|
|
(j)(2)
|
Form of Special Custody Account Agreement by and among the Registrant, BNY and Morgan Stanley & Co. Incorporated.
(2)
|
|
(j)(3)
|
Form of Special Custody Account Agreement by and among the Registrant, BNY and Credit Suisse Securities (USA) LLC.*
|
|
|
|
|
(j)(4)
|
Form of Foreign Custody Manager Agreement by and among the Registrant and The Bank of New York Mellon.
(5)
|
|
|
|
|
(k)(1)
|
Form of Administration and Accounting Services Agreement between the Registrant and BNY Mellon Investment Servicing (US) Inc. (“BNYMIS”).
(2)(4)
|
|
|
|
|
(k)(2)
|
Form of Transfer Agency Services Agreement between the Registrant and PNC.
(2)(4)
|
|
|
|
|
(k)(3)
|
Power of Attorney.
(3)
|
|
|
|
|
(l)(1)
|
Opinion and Consent of Kramer Levin Naftalis & Frankel LLP.*
|
|
|
|
|
(l)(2)
|
Opinion and Consent of Richards, Layton and Finger, P.A.*
|
|
|
|
|
(m)
|
Not Applicable.
|
|
|
|
|
(n)
|
Consent of Grant Thornton LLP, the independent registered public accountant of the Registrant.*
|
|
|
|
|
(o)
|
Not Applicable.
|
|
|
|
|
(p)
|
Form of Agreement Regarding Provision of Initial Capital.
(2)
|
|
|
|
|
(q)
|
Not Applicable.
|
|
|
|
|
(r)
|
Joint Code of Ethics of the Adviser and Mainsail.
*
|
(1)
Previously filed as an Exhibit to the Registrant’s Registration Statement on Form N-2 (File No. 333-160653), filed July 17, 2009.
(2)
Previously
filed as an Exhibit to the Registrant’s Pre-Effective Amendment No. 2 to the Registration Statement on Form N-2 (File Nos. 333-160653
and 811-22312), filed December 30, 2009.
(3)
Previously
filed as an Exhibit to the Registrant’s Pre-Effective Amendment No. 1 to the Registration Statement on Form N-2 (File Nos. 333-160653
and 811-22312), filed December 16, 2009.
(4)
BNYMIS
(formerly PNC Global Investment Servicing (U.S.) Inc.) currently serves as the Registrant’s administrator.
(5)
Previously
filed as an Exhibit to the Registrant’s Registration Statement on Form N-2 (File Nos. 333- 179747 and 811-22312), filed February
27, 2012.
* Filed herewith.
Item 26. Marketing Arrangements
Not applicable.
Item 27. Other Expenses
of Issuance and Distribution
The following table
sets forth the estimated expenses, payable by the Registrant in connection with the issuance and distribution of the securities
covered by this registration statement.
All Figures are estimates
|
|
|
|
|
Registration fees
|
|
$
|
89,928
|
|
Legal fees and expenses
|
|
$
|
50,000
|
|
Printing and mailing
|
|
$
|
30,000
|
|
Accounting fees and expenses
|
|
$
|
15,750
|
|
Blue Sky fees
|
|
$
|
25,200
|
|
Total
|
|
$
|
210,878
|
|
Item 28. Persons Controlled
by or Under Common Control
Not applicable.
Item 29. Number of Holders
of Securities
The
following table sets forth the approximate number of record holders of the Registrant’s shares as of
February 1
,
2013:
Title of Class
|
|
Number
of
Record Holders
|
Shares of Beneficial Interest
|
|
6,638
|
|
|
|
Item 30. Indemnification
Reference is made
to Section 2 of the Registrant’s Agreement and Declaration of Trust (“Declaration of Trust”), previously filed as an
Exhibit to the Registrant’s Registration Statement on Form N-2 (File No. 333-160653), filed July 17, 2009, and Section 13(a) of
the Registrant’s Investment Advisory Agreement (the “Advisory Agreement”), previously filed as an Exhibit to the Registrant’s
Pre-Effective Amendment No. 2 to the Registration Statement on Form N-2 (File Nos. 333-160653 and 811-22312), filed December 30,
2009. The Registrant hereby undertakes that it will apply the indemnification provisions of the Declaration of Trust and Advisory
Agreement in a manner consistent with Release 40-11330 of the Securities and Exchange Commission under the Investment Company Act
of 1940, as amended (the “1940 Act”), so long as the interpretation therein of Sections 17(h) and 17(i) of the 1940 Act
remains in effect.
The Registrant will
maintain insurance on behalf of any person who is an independent trustee, officer, employee, or agent of the Registrant against
certain liability asserted against and incurred by, or arising out of, his or her position. However, in no event will the
Registrant
pay that portion of the premium, if any, for insurance to indemnify any such person for any act for which the Registrant itself
is not permitted to indemnify.
Item 31. Business and
Other Connections of the Adviser
The Adviser has not
conducted any business other than as investment adviser to the Registrant.
See the Section of the
Registrant’s Prospectus titled “Management of the Fund” for a description of the other business, vocation or employment
of affiliates of the Adviser.
Item 32. Location of
Accounts and Records
BNYMIS, the Fund’s administrator,
maintains certain required accounting related and financial books and records of the Registrant at 301 Bellevue Parkway, Wilmington,
Delaware 19809. The other required books and records are maintained by the Adviser at 350 Madison Avenue, 9th Floor, New York,
New York 10017.
Item 33. Management Services
Except as described
or in the SAI under the caption “Investment Advisory and Other Services” and “General Information,” the Registrant
is not a party to any management service related contract.
Item 34. Undertakings
The Registrant undertakes
to suspend the offering of its shares until it amends its Prospectus if: (1) subsequent to the effective date of its registration
statement, the net asset value declines more than 10 percent from its net asset value as of the effective date of the registration
statement or (2) the net asset value increases to an amount greater than its net proceeds as stated in the Prospectus.
The Registrant additionally
undertakes, pursuant to Rule 415 under the Securities Act of 1933, as amended (the “1933 Act”), as follows:
(1) To file, during
any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(a) To include
any prospectus required by Section 10(a)(3) of the 1933 Act;
(b) To reflect
in the Prospectus any facts or events arising after the effective date of this registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the
registration statement; and
(c) To include
any material information with respect to the plan of distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
(2) That, for the
purpose of determining any liability under the 1933 Act, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof; and
(3) To remove from
registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination
of the offering.
The Registrant undertakes
to send by first class mail or other means designed to ensure equally prompt delivery, within two business days of receipt of a
written or oral request, any statement of additional information.
SIGNATURES
Pursuant to the requirements
of the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, the undersigned certifies that it
meets all of the requirements for immediate effectiveness of this registration requirement pursuant to Rule 486(b) under the Securities
Act of 1933, as amended, and has duly caused this registration statement on Form N-2 to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of New York, State of New York, on the 27th day of February, 2013. This registration statement
has been filed for no purpose other than to: (i) register additional shares of common stock for which a registration statement
on Form N-2 is effective; (ii) bring the financial statements up to date pursuant to Section 10(a)(3) of the Securities Act; and
(ii) make any non-material changes which the Registrant deems appropriate.
|
|
ACAP STRATEGIC FUND
|
|
|
|
|
By:
|
|
/s/ Gregory D. Jakubowsky
|
|
|
|
Name: Gregory D. Jakubowsky
Title: President and Principal Executive Officer
|
Pursuant to requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated.
|
|
Title
|
|
Date
|
/s/ Gregory D. Jakubowsky
Gregory D. Jakubowsky
|
|
President, Principal Executive Officer and Trustee
|
|
February 27, 2013
|
|
|
|
|
|
/s/ George Mykoniatis
George Mykoniatis
|
|
Treasurer, Principal Financial Officer and Trustee
|
|
February 27, 2013
|
|
|
|
|
|
/s/ Brad L. Berman
Brad L. Berman*
|
|
Trustee
|
|
February 27, 2013
|
|
|
|
|
|
/s/ William F. Murphy
William F. Murphy*
|
|
Trustee
|
|
February 27, 2013
|
|
|
|
|
|
/s/ Jorge Orvananos
Jorge Orvananos*
|
|
Trustee
|
|
February 27, 2013
|
*By:
|
|
/s/ Gregory D. Jakubowsky
|
|
Gregory D. Jakubowsky,
attorney-in-fact
|
|
EXHIBIT INDEX
Exhibits
|
|
Description
|
|
|
|
|
(j)(3)
|
|
Form of Special Custody Account Agreement by and among the Registrant, BNY and Credit Suisse Securities (USA) LLC.
|
|
|
|
(l)(1)
|
|
Opinion and Consent of Kramer Levin Naftalis & Frankel LLP
|
|
|
|
(l)(2)
|
|
Opinion and Consent of Richards, Layton and Finger, P.A.
|
|
|
|
(n)
|
|
Consent of Grant Thornton LLP, the independent registered public accountant of the Registrant
|
|
|
|
(r)
|
|
Joint Code of Ethics of the Adviser and Mainsail.
|
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