Schedule of Investments
|
1-6
|
Statement of Assets, Liabilities and Members’ Capital
|
7
|
Statement of Operations
|
8
|
Statements of Changes in Members’ Capital
|
9
|
Statement of Cash Flows
|
10
|
Notes to Financial Statements
|
11-20
|
Board of Managers
|
21
|
Fund Management
|
22
|
Other Information
|
23
|
Privacy Policy
|
24-25
|
Description of Investment
|
Initial
Investment Date
|
Cost
|
Fair Value
|
% of
Members’ Capital |
|||||||||
Private Company:
|
|||||||||||||
Consumer:
|
|||||||||||||
Sonim Technologies, Inc. a,b,c
|
|||||||||||||
San Mateo, California
|
|||||||||||||
720,838 shares of
|
|||||||||||||
Series B Preferred Stock
|
Nov. 2009
|
$
|
167,180
|
$
|
174,161
|
2.48
|
%
|
||||||
Sonim Technologies, Inc. a,b,c
|
|||||||||||||
San Mateo, California
|
|||||||||||||
2,963,421 shares of
|
|||||||||||||
Series A Preferred Stock
|
Nov. 2012
|
174,794
|
298,013
|
4.24
|
%
|
||||||||
Sonim Technologies, Inc. a,b,c
|
|||||||||||||
San Mateo, California
|
|||||||||||||
649,608 shares of
|
|||||||||||||
Series A-1 Preferred Stock
|
May 2016
|
20,295
|
65,328
|
0.92
|
%
|
||||||||
Total Consumer
|
362,269
|
537,502
|
7.64
|
%
|
|||||||||
Healthcare:
|
|||||||||||||
Clinipace, Inc. a,b,c
|
|||||||||||||
Raleigh, North Carolina
|
|||||||||||||
3,816,881 shares of
|
|||||||||||||
Series C Preferred Stock
|
Sep. 2011
|
500,000
|
823,784
|
11.70
|
%
|
||||||||
Medical Technology:
|
|||||||||||||
Lineagen, Inc. a,b,c
|
|||||||||||||
Salt Lake City, Utah
|
|||||||||||||
12,000 shares of
|
|||||||||||||
Common Stock
|
Jul. 2011
|
—
|
9,043
|
0.13
|
%
|
||||||||
Lineagen, Inc. a,b,c
|
|||||||||||||
Salt Lake City, Utah
|
|||||||||||||
336,117 shares of
|
|||||||||||||
Series B Preferred Stock
|
Jul. 2011
|
300,000
|
263,032
|
3.74
|
%
|
Description of Investment (Continued)
|
Initial
Investment Date
|
Cost
|
Fair Value
|
% of
Members’ Capital |
|||||||||
Medical Technology (Continued):
|
|||||||||||||
Lineagen, Inc. a,b,c
|
|||||||||||||
Salt Lake City, Utah
|
|||||||||||||
150,000 shares of
|
|||||||||||||
Series C Preferred Stock
|
Nov. 2013
|
$
|
150,000
|
$
|
589,396
|
8.39
|
%
|
||||||
Total Medical Technology
|
450,000
|
861,471
|
12.26
|
%
|
|||||||||
Semiconductor:
|
|||||||||||||
Luxtera, Inc. a,b,c
|
|||||||||||||
Carlsbad, California
|
|||||||||||||
2,203,210 shares of
|
|||||||||||||
Series C Preferred Stock
|
Apr. 2012
|
301,412
|
270,007
|
3.85
|
%
|
||||||||
Software:
|
|||||||||||||
Clustrix, Inc. a,b,c
|
|||||||||||||
San Fransisco, California
|
|||||||||||||
9,667 shares of
|
|||||||||||||
Common Stock
|
Dec. 2010
|
250,001
|
—
|
0.00
|
%
|
||||||||
KnowledgeTree, Inc. a,b,c
|
|||||||||||||
Raleigh, North Carolina
|
|||||||||||||
275,776 shares of
|
|||||||||||||
Common Stock
|
Jun. 2012
|
250,002
|
—
|
0.00
|
%
|
||||||||
KnowledgeTree, Inc. a,b,c
|
|||||||||||||
Raleigh, North Carolina
|
|||||||||||||
253,300 shares of
|
|||||||||||||
Series 1 Preferred Stock
|
Jan. 2014
|
170,471
|
83,803
|
1.19
|
%
|
||||||||
Kollective Technology. a,b,c
|
|||||||||||||
Sunnyvale, California
|
|||||||||||||
45,670 shares of
|
|||||||||||||
Common Stock
|
Jan. 2012
|
—
|
3,996
|
0.06
|
%
|
||||||||
Kollective Technology. a,b,c
|
|||||||||||||
Sunnyvale, California
|
|||||||||||||
333,334 shares of
|
|||||||||||||
Series B Preferred Stock
|
Jul. 2010
|
250,000
|
173,436
|
2.46
|
%
|
Description of Investment (Continued)
|
Initial
Investment Date
|
Cost
|
Fair Value
|
% of
Members’ Capital |
|||||||||
Software (Continued):
|
|||||||||||||
Kollective Technology. a,b,c
|
|||||||||||||
Sunnyvale, California
|
|||||||||||||
1,361,147 shares of
|
|||||||||||||
Series C Preferred Stock
|
Jan. 2012
|
$
|
480,193
|
$
|
708,215
|
10.07
|
%
|
||||||
Posit Science Corporation a,b,c
|
|||||||||||||
San Francisco, California
|
|||||||||||||
80,515 shares of
|
|||||||||||||
Common Stock
|
Dec. 2009
|
200,000
|
85,633
|
1.22
|
%
|
||||||||
Posit Science Corporation a,b,c
|
|||||||||||||
San Francisco, California
|
|||||||||||||
21,429 shares of
|
|||||||||||||
Series AA Preferred Stock
|
Sep. 2010
|
11,893
|
22,791
|
0.32
|
%
|
||||||||
Sailthru, Inc. a,b,c
|
|||||||||||||
New York, New York
|
|||||||||||||
171,141 shares of
|
|||||||||||||
Series A Preferred Stock
|
Sep. 2011
|
299,999
|
959,598
|
13.65
|
%
|
||||||||
Univa Corporation a,b,c
|
|||||||||||||
Austin, Texas
|
|||||||||||||
939,541 shares of
|
|||||||||||||
Series I Preferred Stock
|
Oct. 2010
|
432,114
|
626,459
|
8.91
|
%
|
||||||||
Univa Corporation b,c
|
|||||||||||||
Austin, Texas
|
|||||||||||||
Convertible Promissory Note
|
|||||||||||||
Principal of $22,616,
|
|||||||||||||
8.00%, 05/19/2016
|
May 2014
|
22,616
|
27,135
|
0.38
|
%
|
||||||||
Univa Corporation b,c
|
|||||||||||||
Austin, Texas
|
|||||||||||||
Convertible Promissory Note
|
|||||||||||||
Principal of $11,308,
|
|||||||||||||
8.00%
|
Oct. 2015
|
11,308
|
12,174
|
0.17
|
%
|
Description of Investment (Continued)
|
Initial
Investment Date
|
Cost
|
Fair Value
|
% of
Members’ Capital |
|||||||||
Software (Continued):
|
|||||||||||||
Univa Corporation b,c
|
|||||||||||||
Austin, Texas
|
|||||||||||||
Convertible Promissory Note
|
|||||||||||||
Principal of $11,308,
|
|||||||||||||
8.00%
|
Feb. 2016
|
$
|
11,308
|
$
|
11,880
|
0.17
|
%
|
||||||
Univa Corporation b,c
|
|||||||||||||
Austin, Texas
|
|||||||||||||
Convertible Promissory Note
|
|||||||||||||
Principal of $11,308,
|
|||||||||||||
8.00%
|
May 2016
|
11,308
|
11,671
|
0.17
|
%
|
||||||||
Total Software
|
2,401,213
|
2,726,791
|
38.77
|
%
|
|||||||||
Total Private Company
|
4,014,894
|
5,219,555
|
74.22
|
%
|
|||||||||
Public Company:
|
|||||||||||||
Semiconductor:
|
|||||||||||||
GigOptix, Inc. a
|
|||||||||||||
San Jose, California
|
|||||||||||||
4,702 shares of Series
|
|||||||||||||
Common Stock
|
Apr. 2016
|
163,270
|
11,849
|
0.17
|
%
|
||||||||
Quantenna Communications, Inc. a,b
|
|||||||||||||
Fremont, California
|
|||||||||||||
62,931 shares of
|
|||||||||||||
Common Stock
|
Apr. 2010
|
351,665
|
1,140,939
|
16.22
|
%
|
||||||||
Total Public Company
|
514,935
|
1,152,788
|
16.39
|
%
|
Description of Investment (Continued)
|
Initial
Investment Date
|
Cost
|
Fair Value
|
% of
Members’ Capital |
|||||||||
Short-Term Investments:
|
|||||||||||||
Fidelity Investments Money Market Government Portfolio - Institutional Class, 0.39% d
|
$
|
675,977
|
$
|
675,977
|
9.61
|
%
|
|||||||
Total Short-Term Investments
|
675,977
|
675,977
|
9.61
|
%
|
|||||||||
Total Investments (United States)
|
$
|
5,205,806
|
$
|
7,048,320
|
100.22
|
%
|
|||||||
Liabilities in Excess of Other Assets
|
(15,906
|
)
|
(0.22
|
%)
|
|||||||||
Members’ Capital
|
$
|
7,032,414
|
100.00
|
%
|
a |
Non-income producing.
|
b |
Portfolio holdings are subject to substantial restrictions as to resale.
|
c |
Non-marketable securities.
|
d |
The rate shown is the annualized 7-day yield as of December 31, 2016.
|
Assets
|
||||
Investments in private companies, at fair value (cost $4,014,894)
|
$
|
5,219,555
|
||
Investments in public companies, at fair value (cost $514,935)
|
1,152,788
|
|||
Short-term investments, at fair value (cost $675,977)
|
675,977
|
|||
Receivable for investment sold
|
41,922
|
|||
Interest receivable
|
224
|
|||
Total assets
|
7,090,466
|
|||
Liabilities and members’ capital
|
||||
Professional fees payable
|
26,029
|
|||
Management fees payable
|
29,903
|
|||
Custodian fees payable
|
870
|
|||
Other expenses payable
|
1,250
|
|||
Total liabilities
|
58,052
|
|||
Members’ capital
|
7,032,414
|
|||
Total liabilities and members’ capital
|
$
|
7,090,466
|
||
Components of members’ capital
|
||||
Capital contributions
|
$
|
10,514,912
|
||
Capital distributions
|
(1,051,605
|
)
|
||
Accumulated net investment loss
|
(2,623,849
|
)
|
||
Accumulated net realized loss on investments
|
(1,649,558
|
)
|
||
Accumulated net unrealized appreciation on investments
|
1,842,514
|
|||
Members’ capital
|
7,032,414
|
|||
Net asset value per unit
|
$
|
61.32
|
||
Number of authorized units
|
Unlimited
|
|||
Number of outstanding units
|
114,678.93
|
Investment income
|
||||
Dividends
|
$
|
1,322
|
||
Total investment income
|
1,322
|
|||
Operating expenses
|
||||
Management fee
|
68,866
|
|||
Professional fees
|
39,157
|
|||
Accounting and administration fees
|
20,000
|
|||
Board fees
|
12,000
|
|||
Custodian fees
|
6,589
|
|||
Chief Compliance Officer fee
|
2,500
|
|||
Other expenses
|
7,622
|
|||
Total operating expenses, before management fee waiver
|
156,734
|
|||
Management fee waived
|
13,702
|
|||
Net expenses
|
143,032
|
|||
Net investment loss
|
(141,710
|
)
|
||
Net realized loss and change in unrealized appreciation on investments
|
||||
Net realized loss on investments
|
(529,826
|
)
|
||
Net change in unrealized appreciation on investments
|
874,725
|
|||
Total net realized loss and change in unrealized appreciation on investments
|
344,899
|
|||
Net increase in members’ capital resulting from operations
|
$
|
203,189
|
Members’ Capital
|
||||
Members’ capital, at June 30, 2015
|
$
|
9,431,683
|
||
Distribution paid
|
(1,051,605
|
)
|
||
Net investment loss
|
(302,788
|
)
|
||
Net realized gain on investments
|
121,768
|
|||
Net unrealized depreciation on investments
|
(1,369,833
|
)
|
||
Members’ Capital, at June 30, 2016
|
$
|
6,829,225
|
||
Net investment loss
|
(141,710
|
)
|
||
Net realized loss on investments
|
(529,826
|
)
|
||
Net change in unrealized appreciation on investments
|
874,725
|
|||
Members’ Capital, at December 31, 2016
|
$
|
7,032,414
|
Cash flows from operating activities:
|
||||
Net increase in members' capital resulting from operations
|
$
|
203,189
|
||
Adjustments to reconcile net increase in members’ capital resulting from operations to net cash used in operating activities:
|
||||
Purchases of investments
|
(37,889
|
)
|
||
Proceeds on sales of investments
|
22,320
|
|||
Net proceeds on sale of short-term investments
|
209,919
|
|||
Net realized loss on investments
|
529,826
|
|||
Net change in unrealized appreciation on investments
|
(874,726
|
)
|
||
Increase in receivable for investment sold
|
(22,320
|
)
|
||
Decrease in interest receivable
|
86
|
|||
Increase in management fee payable
|
254
|
|||
Decrease in professional fees payable
|
(26,527
|
)
|
||
Decrease in custodian fees payable
|
(4,132
|
)
|
||
Net change in cash from operating activities
|
—
|
|||
Net change in cash
|
—
|
|||
Cash at beginning of year
|
—
|
|||
Cash at end of period
|
$
|
—
|
1. |
ORGANIZATION
|
2. |
SIGNIFICANT ACCOUNTING POLICIES
|
a. |
Basis of Accounting
|
b. |
Cash
|
c. |
Valuation of Portfolio Investments
|
2. |
SIGNIFICANT ACCOUNTING POLICIES (Continued)
|
c. |
Valuation of Portfolio Investments (Continued)
|
• |
Level 1 – quoted prices (unadjusted) in active markets for identical assets and liabilities
|
• |
Level 2 – other significant observable inputs (including quoted prices for similar investments, 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)
|
2. |
SIGNIFICANT ACCOUNTING POLICIES (Continued)
|
c. |
Valuation of Portfolio Investments (Continued)
|
Level 1
|
Level 2
|
Level 3
|
Total
|
|||||||||||||
Private Company1
|
||||||||||||||||
Convertible Promissory Notes
|
$
|
—
|
$
|
—
|
$
|
62,860
|
$
|
62,860
|
||||||||
Preferred Stock
|
—
|
—
|
5,058,023
|
5,058,023
|
||||||||||||
Common Stock
|
—
|
—
|
98,672
|
98,672
|
||||||||||||
Total Private Company
|
—
|
—
|
5,219,555
|
5,219,555
|
||||||||||||
Public Company
|
||||||||||||||||
Common Stock
|
1,152,788
|
—
|
—
|
1,152,788
|
||||||||||||
Total Public Company
|
1,152,788
|
—
|
—
|
1,152,788
|
||||||||||||
Short-Term Investments
|
675,977
|
—
|
—
|
675,977
|
||||||||||||
Total
|
$
|
1,828,765
|
$
|
—
|
$
|
5,219,555
|
$
|
7,048,320
|
1 |
All private companies held in the Fund are Level 3 securities. For a detailed break-out of private companies by industry classification, please refer to the Schedule of Investments.
|
Transfers into Level 1
|
$
|
854,032
|
||
Transfers out of Level 1
|
—
|
|||
Net Transfers in (out) of Level 1
|
$
|
854,032
|
||
Transfers into Level 3
|
$
|
—
|
||
Transfers out of Level 3
|
(854,032
|
)
|
||
Net Transfers in (out) of Level 3
|
$
|
(854,032
|
)
|
2. |
SIGNIFICANT ACCOUNTING POLICIES (Continued)
|
c. |
Valuation of Portfolio Investments (Continued)
|
Convertible Promissory Notes
|
Preferred Stock
|
Common Stock
|
Total
|
|||||||||||||
Balance as of July 1, 2016
|
$
|
114,415
|
$
|
5,795,003
|
$
|
88,868
|
$
|
5,998,286
|
||||||||
Net Realized Gain/(Loss)
|
(33,688
|
)
|
(496,137
|
)
|
—
|
(529,825
|
)
|
|||||||||
Change in Unrealized
Appreciation/(Depreciation) |
692
|
579,061
|
9,804
|
589,557
|
||||||||||||
Transfers In/(Out) of Investment Categories*
|
(20,671
|
)
|
(833,361
|
)
|
—
|
(854,032
|
)
|
|||||||||
Gross Purchases
|
24,432
|
13,457
|
—
|
37,889
|
||||||||||||
Gross Sales
|
(22,320
|
)
|
—
|
—
|
(22,320
|
)
|
||||||||||
Balance as of December 31, 2016
|
$
|
62,860
|
$
|
5,058,023
|
$
|
98,672
|
$
|
5,219,555
|
* |
Transfers in or out of investment categories reflect changes in investment categories and are represented by their balance at the beginning of the period.
|
Type of Investment
|
Fair
Value as of December 31, 2016 (Unaudited)
|
Valuation Technique
|
Unobservable Input
|
Weighted Average
|
Range
|
Impact to valuation from an Increase in Input
|
||||||||||||
Convertible Promissory Notes
|
$
|
62,860
|
Most Recent Capitalization
|
Private Financing
|
N/A
|
N/A
|
N/A
|
|||||||||||
Preferred Stock
|
4,250,514
|
Market Comparable Companies
|
Forward Revenue Multiple
|
3.81x
|
|
2.27x - 6.32x
|
|
Increase
|
||||||||||
Discount Rate
|
15.00%
|
|
15.00%
|
|
Decrease
|
|||||||||||||
807,509
|
Most Recent Capitalization
|
Private Financing
|
N/A
|
N/A
|
N/A
|
|||||||||||||
Common Stock
|
98,672
|
Market Comparable Companies
|
Forward Revenue Multiple
|
3.80x
|
|
2.53x - 5.32x
|
|
Increase
|
||||||||||
Discount Rate
|
15.00% |
|
15.00% |
|
Decrease
|
|||||||||||||
Total Private Company
|
$
|
5,219,555
|
2. |
SIGNIFICANT ACCOUNTING POLICIES (Continued)
|
c. |
Valuation of Portfolio Investments (Continued)
|
d. |
Investment Income
|
e. |
Fund Expenses
|
f. |
Income Taxes
|
2. |
SIGNIFICANT ACCOUNTING POLICIES (Continued)
|
g. |
Distributions
|
h. |
Use of Estimates
|
i. |
Fair Value of Financial Instruments
|
j. |
Recently Issues Accounting Pronouncements
|
3. |
ALLOCATION OF MEMBERS’ CAPITAL
|
4. |
MANAGEMENT FEE AND RELATED PARTY TRANSACTIONS
|
5. |
ACCOUNTING, ADMINISTRATION AND CUSTODIAL AGREEMENT
|
6. |
INVESTMENT TRANSACTIONS
|
7. |
INDEMNIFICATIONS
|
8. |
COMMITMENTS
|
9. |
RISK FACTORS
|
10. |
FINANCIAL HIGHLIGHTS
|
10. |
FINANCIAL HIGHLIGHTS (Continued)
|
Per Unit Operating Performance:
|
||||
Net Asset Value, August 31, 2011
|
$
|
86.55
|
||
Income/(loss) from investment operations:
|
||||
Net investment loss
|
(2.78
|
)
|
||
Net change in unrealized appreciation on investments in private companies
|
2.82
|
|||
Total from investment operations
|
0.04
|
|||
Net Asset Value, August 31, 2012
|
$
|
86.59
|
||
Income/(loss) from investment operations:
|
||||
Net investment loss
|
(2.59
|
)
|
||
Net realized loss and change in unrealized depreciation on investments in private companies
|
(15.21
|
)
|
||
Total from investment operations
|
(17.80
|
)
|
||
Net Asset Value, June 30, 2013
|
$
|
68.79
|
||
Income/(loss) from investment operations:
|
||||
Net investment loss
|
(2.91
|
)
|
||
Net change in unrealized appreciation on investments in private companies
|
13.98
|
|||
Total from investment operations
|
11.07
|
|||
Net Asset Value, June 30, 2014
|
$
|
79.86
|
||
Income/(loss) from investment operations:
|
||||
Net investment loss
|
(2.59
|
)
|
||
Net realized loss and change in unrealized appreciation on investments in private companies
|
4.97
|
|||
Total from investment operations
|
2.38
|
|||
Net Asset Value, June 30, 2015
|
$
|
82.24
|
||
Income/(loss) from investment operations:
|
||||
Net investment loss
|
(2.64
|
)
|
||
Net realized gain and change in unrealized appreciation on investments
|
(10.88
|
)
|
||
Total from investment operations
|
(13.52
|
)
|
||
Less distributions:
|
||||
From return of capital and capital gains
|
(9.17
|
)
|
||
Total distributions
|
(9.17
|
)
|
||
Net Asset Value, June 30, 2016
|
$
|
59.55
|
||
Income/(loss) from investment operations:
|
||||
Net investment loss
|
7.26
|
|||
Net realized gain and change in unrealized appreciation on investments
|
(5.49
|
)
|
||
Total from investment operations
|
1.77
|
|||
Net Asset Value, December 31, 2016
|
$
|
61.32
|
10. |
FINANCIAL HIGHLIGHTS (Continued)
|
For the six months ended December 31,
2016 (Unaudited) |
For the years ended June 30, |
For the period from September 1, 2012 to
June 30, 2013* |
For the
year ended August 31, 2012 |
|||||||||||||||||||||
2016
|
2015
|
2014
|
||||||||||||||||||||||
Total return1
|
2.97
|
%
|
(27.59
|
%)
|
2.98
|
%
|
16.09
|
%
|
(20.56
|
%)3
|
0.05
|
%
|
||||||||||||
Members’ capital, end of period (000’s)
|
$
|
7,032
|
$
|
6,829
|
$
|
9,432
|
$
|
9,159
|
$
|
7,889
|
$
|
9,930
|
||||||||||||
Portfolio turnover
|
0.64
|
%
|
3.25
|
%
|
2.78
|
%
|
0.54
|
%
|
0.00
|
%3
|
8.00
|
%
|
||||||||||||
Net investment gain (loss):
|
||||||||||||||||||||||||
Before reimbursement of placement agent fees
|
(4.20
|
%)
|
(3.46
|
%)
|
(3.11
|
%)
|
(3.70
|
%)
|
(3.58
|
%)4
|
(3.15
|
%)
|
||||||||||||
After reimbursement of placement agent fees
|
(4.20
|
%)
|
(3.46
|
%)
|
(3.11
|
%)
|
(3.70
|
%)
|
(3.58
|
%)4
|
(3.15
|
%)
|
||||||||||||
Net operating expenses2:
|
||||||||||||||||||||||||
Before reimbursement of placement agent fees
|
4.24
|
%
|
3.51
|
%
|
3.25
|
%
|
3.71
|
%
|
3.62
|
%4
|
3.29
|
%
|
||||||||||||
After reimbursement of placement agent fees
|
4.24
|
%
|
3.51
|
%
|
3.25
|
%
|
3.71
|
%
|
3.62
|
%4
|
3.29
|
%
|
* |
At a Board meeting held on August 23, 2012, the Board approved the change in fiscal year-end for the Fund from August 31 to the June 30 effective as of the end of the fiscal year ended August 31, 2012.
|
1 |
Internal rate of return since inception: As of December 31, 2016 was (6.45)%; As of June 30, 2016 was (7.31)%,; As of June 30, 2015 was (3.30)%; As of June 30, 2014 was (4.55)%; As of June 30, 2013 was (9.30)%; As of August 31, 2012 was (4.69)%; As of August 31, 2011 was (6.97)%. The internal rate of return is based on change in NAV since inception.
|
2 |
Net operating expenses before and after waiver of the management fee for the six months ended December 31, 2016 were 4.64% and 4.24% respectively, for the year ended June 30, 2016 were 3.93% and 3.51% respectively, for the year ended June 30, 2015 were 3.75% and 3.25% respectively. Net operating expenses before and after waiver of the management fee for the year ended June 30, 2014 were 3.99% and 3.71%, respectively. Net operating expenses before and after waiver of the management fee for the period from September 1, 2012 to June 30, 2013 were 3.78% and 3.62%, respectively. Net operating expenses before and after waiver of the management fee for the year ended August 31, 2012 were 3.46% and 3.29%, respectively.
|
3 |
Not annualized.
|
4 |
Annualized.
|
11. |
SUBSEQUENT EVENTS
|
Name and
Date of Birth |
Position(s) Held with the Fund
|
Length of Time Served
|
Principal Occupation(s) During Past 5 Years and Other Directorships Held by Manager
|
Number of Portfolios in Fund Complex1 Overseen by Manager
|
INTERESTED MANAGER
|
||||
David B. Perkins2
July 18, 1962 |
President and Chairman of the Board of Managers of the Fund
|
Since Inception
|
President and Trustee, each fund in the Fund Complex (2004 to Present); Chief Executive Officer of Hatteras Funds, LLC from 2014 to present and Founder of Hatteras Investment Partners LLC and its affiliated entities (“Hatteras Funds”) in 2003.
|
14
|
INDEPENDENT MANAGERS
|
||||
H. Alexander Holmes
May 4, 1942 |
Manager; Audit Committee Member of the Fund
|
Since Inception
|
Founder, Holmes Advisory Services, LLC, a financial consultation firm (1993 to Present).
|
14
|
Steve E. Moss, CPA
February 18, 1953 |
Manager; Audit Committee Member of the Fund
|
Since Inception
|
Principal, Holden, Moss, Knott, Clark & Copley, PA, accountants and business consultants (1996 to Present); Member Manager, HMKCT Properties, LLC (1996 to Present).
|
14
|
Gregory S. Sellers
May 5, 1959 |
Manager; Audit Committee Member of the Fund
|
Since Inception
|
Chief Financial Officer, Imagemark Business Services, Inc., a provider of marketing and print communications solutions (June 2009 to Present); Chief Financial Officer and Director, Kings Plush, Inc., a fabric manufacturer (2003 to June 2009).
|
14
|
Thomas Mann
February 1, 1950 |
Manager; Audit Committee Member of the Fund
|
Since 2012
|
Private Investor (2012 to Present); Managing Director and Group Head Financial Institutions Group, Société Générale, Sales of Capital Market Solutions and Products (2003 to 2012).
|
14
|
1 |
The “Fund Complex” consists of the Fund, Hatteras Master Fund L.P., Hatteras Core Alternatives Fund, L.P., Hatteras Core Alternatives TEI Fund, L.P., Hatteras Core Alternatives Institutional Fund, L.P., Hatteras Core Alternatives TEI Institutional Fund, L.P., Hatteras Alternative Mutual Funds Trust (consisting of six funds), and Underlying Funds Trust (consisting of two funds).
|
2 |
Deemed to be an “interested” Manager of the Fund because of his affiliations with Hatteras Funds.
|
Name and
Date of Birth |
Position(s) Held with the Fund
|
Length of Time Served
|
Principal Occupation(s) During Past 5 Years and Other Directorships Held by Officer
|
Number of Portfolios in Fund Complex1 Overseen by Officer
|
OFFICERS
|
||||
Andrew P. Chica
September 7, 1975 |
Chief Compliance Officer and Secretary of the Fund
|
Since Inception
|
Mr. Chica joined Hatteras Funds in November 2007 and became the Chief Compliance Officer of Hatteras Funds and each of the funds in the Fund Complex in 2008.
|
N/A
|
Robert Lance Baker
September 17, 1971 |
Treasurer of the Fund
|
Since Inception
|
Mr. Baker joined Hatteras Funds in March 2008 and is currently the Chief Financial Officer of Hatteras Funds.
|
N/A
|
1 |
The “Fund Complex” consists of the Fund, Hatteras Master Fund L.P., Hatteras Core Alternatives Fund, L.P., Hatteras Core Alternatives TEI Fund, L.P., Hatteras Core Alternatives Institutional Fund, L.P., Hatteras Core Alternatives TEI Institutional Fund, L.P., Hatteras Alternative Mutual Funds Trust (consisting of six funds), and Underlying Funds Trust (consisting of two funds).
|
FACTS
|
WHAT DOES HATTERAS FUNDS DO WITH YOUR PERSONAL INFORMATION?
|
||
Why?
|
Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do.
|
||
What?
|
The types of personal information we collect and share depend on the product or service you have with us. This information can include:
• Social Security number
• account balances
• account transactions
• transaction history
• wire transfer instructions
• checking account information
When you are no longer our customer, we continue to share your information as described in this notice.
|
||
How?
|
All financial companies need to share customers’ personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers‘ personal information; the reasons Hatteras Funds chooses to share; and whether you can limit this sharing.
|
||
Reasons we can share your personal information
|
Does Hatteras
Funds share? |
Can you limit this sharing?
|
|
For our everyday business purposes –
such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus |
Yes
|
No
|
|
For our marketing purposes –
to offer our products and services to you |
No
|
We don’t share
|
|
For joint marketing with other financial companies
|
No
|
We don’t share
|
|
For our affiliates’ everyday business purposes –
information about your transactions and experiences |
Yes
|
No
|
|
For our affiliates’ everyday business purposes –
information about your creditworthiness |
No
|
We don’t share
|
|
For our affiliates to market to you
|
No
|
We don’t share
|
|
For non-affiliates to market to you
|
No
|
We don’t share
|
|
Questions?
|
Call (919) 846-2324 or go to www.hatterasfunds.com
|
What we do
|
|
Who is providing this notice?
|
Funds advised by Hatteras entities. A complete list is included below.
|
How does Hatteras Funds protect my personal information?
|
To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include computer safeguards and secured files and buildings.
|
How does Hatteras Funds collect my personal information?
|
We collect your personal information, for example, when you
▪ open an account
▪ provide account information
▪ give us your contact information
▪ make a wire transfer
▪ tell us where to send the money
We also collect your information from others, such as credit bureaus, affiliates, or other companies.
|
Why can’t I limit all sharing?
|
Federal law gives you the right to limit only
▪ sharing for affiliates’ everyday business purposes – information about your creditworthiness
▪ affiliates from using your information to market to you
▪ sharing for non-affiliates to market to you
State laws and individual companies may give you additional rights to limit sharing.
|
Definitions
|
|
Affiliates
|
Companies related by common ownership or control. They can be financial and nonfinancial companies.
• Our affiliates include Hatteras Funds, LP, a registered investment adviser; Hatteras Capital Distributors, LLC, a registered broker-dealer; unregistered funds managed by Hatteras such as, Hatteras GPEP Fund, L.P., Hatteras GPEP Fund II, LLC, Hatteras Global Private Equity Partners International, LLC, Hatteras Late Stage VC Fund I, L.P. and Hatteras Private Equity Evergreen Fund.
|
Non-affiliates
|
Companies not related by common ownership or control. They can be financial and nonfinancial companies.
• Hatteras Funds doesn’t share with non-affiliates so they can market to you.
|
Joint marketing
|
A formal agreement between nonaffiliated financial companies that together market financial products or services to you.
• Hatteras Funds doesn’t jointly market.
|
List of funds providing this notice
|
|
Hatteras Core Alternatives Fund, L.P., Hatteras Core Alternatives TEI Fund, L.P., Hatteras Core Alternatives Institutional Fund, L.P., Hatteras Core Alternatives TEI Institutional Fund, L.P., Hatteras Master Fund, Hatteras Global Private Equity Partners Institutional, LLC, Hatteras GPEP Fund, LP, Hatteras GPEP Fund II, LLC, Hatteras Late Stage VC Fund I, LP, Hatteras VC Co-Investment Fund II, LLC, Hatteras Private Equity Evergreen Fund and Trust for Advisor Solutions.
|
(a)
|
Schedule of Investments in securities of unaffiliated issuers as of the close of the reporting period is included as part of the report to members filed under Item 1 of this form.
|
(b)
|
The registrant did not need to divest itself of securities in accordance with Section 13(c) of the Investment Company Act of 1940, as amended (the “1940 Act”), following the filing of its last report on Form N-CSR and before filing of the current report.
|
(registrant)
|
HATTERAS VC CO-INVESTMENT FUND II, LLC
|
By (Signature and Title)*
|
/s/ David B. Perkins
|
||
David B. Perkins, President
|
|||
(principal executive officer)
|
|||
Date
|
March 8, 2017
|
By (Signature and Title)*
|
/s/ David B. Perkins
|
||
David B. Perkins, President
|
|||
(principal executive officer)
|
|||
Date
|
March 8, 2017
|
||
By (Signature and Title)*
|
/s/ R. Lance Baker
|
||
R. Lance Baker, Treasurer
|
|||
(principal financial officer)
|
|||
Date
|
March 8, 2017
|
Date:
|
March 8, 2017
|
/s/ David B. Perkins
|
||
David B. Perkins, President
|
||||
(principal executive officer)
|
Date:
|
March 8, 2017
|
/s/ R. Lance Baker
|
||
R. Lance Baker, Treasurer
|
||||
(principal financial officer)
|
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