N-CSRS 1 fp0047808_ncsrs.htm fp0047639_INXS

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.20549

 

FORM N-CSR

 

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

 

Investment Company Act file number: 811-22461

 

 

Morgan Creek Global Equity Long/Short Institutional Fund

 

(Exact name of registrant as specified in charter)

 

301 West Barbee Chapel Road, Suite 200, Chapel Hill, NC 27517

 

(Address of principal executive offices)(Zip code)

 

(Name and Address of Agent for Service)

 

Mark Vannoy, Treasurer

Morgan Creek Capital Management, LLC

301 West Barbee Chapel Road

Chapel Hill, North Carolina 27517

 

 

Registrant’s telephone number, including area code: (919) 933-4004

 

Date of fiscal year end: March 31

 

Date of reporting period: September 30, 2019

 

 

 

Item 1. Report to Stockholders.

 

 

 

Semi-Annual Report

To Shareholders

For the Six Months Ended September 30, 2019 (Unaudited)

 

Morgan Creek Global Equity Long/Short Institutional Fund

 

 

 

 
 

Morgan Creek Global Equity Long/Short Institutional Fund

(A Delaware Statutory Trust)

 

Semi-Annual Report to Shareholders (Unaudited)

   
       
 

For the Six Months Ended September 30, 2019

   
       
 

Contents

   

 

Financial Statements (Unaudited)

 

Statement of Assets and Liabilities

1

Schedule of Investments

2

Statement of Operations

7

Statement of Changes in Net Assets

8

Statement of Cash Flows

10

Notes to Financial Statements

12

Other Information (Unaudited)

24

 

 

 

 

Morgan Creek Global Equity Long/Short Institutional Fund

(A Delaware Statutory Trust)

 

Statement of Assets and Liabilities

September 30, 2019 (in U.S. Dollars) (Unaudited)

 

Assets

       

Investments in Portfolio Funds, at fair value (cost of $14,521,327)

  $ 22,414,408  

Investments in Securities, at fair value (cost of $3,094,146)

    3,343,410  

Cash and cash equivalents

    1,610,137  

Foreign currency, at fair value (cost of $1,212,007)

    1,154,372  

Due from Portfolio Funds

    3,610,034  

Receivable for securities sold

    2,964,186  

Other receivables

    30,745  

Total assets

  $ 35,127,292  

 

       

Liabilities

       

Securities sold short, at fair value (proceeds of $2,099,547)

  $ 1,907,423  

Payable for securities purchased

    3,504,432  

Redemptions payable

    2,289,205  

Loan payable

    1,896,128  

Accrued expenses and other liabilities

    178,028  

Management fees payable

    72,513  

Subscriptions received in advance

    69,000  

Due to Advisor

    5,969  

Dividends payable

    3,590  

Accrued interest payable

    2,352  

Total liabilities

    9,928,640  
         

Net assets

  $ 25,198,652  

 

       

Components of net assets:

       

Net capital

  $ 28,933,813  

Accumulated net investment loss

    (7,904,600 )

Accumulated net realized loss from investments and foreign currency transactions

    (4,107,395 )

Net unrealized appreciation on investments and foreign currency translations

    8,276,834  

Net assets

  $ 25,198,652  

 

       

Class I

       

Net asset value per Share:

       

$24,988,562 / 24,948.29 Shares issued and outstanding, par value $0.01 per share,

       

unlimited Shares authorized

  $ 1,001.61  

 

       

Class A

       

Net asset value per Share:

       

$210,090 / 228.31 Shares issued and outstanding, par value $0.01 per share,

       

unlimited Shares authorized

  $ 920.20  

Sales Charge Class A (Load)

    3.00 %

Maximum Offering Price Per Class A Share

  $ 948.66  
 

 

The accompanying notes are an integral part of these financial statements and should be read in conjunction therewith.

 

morgan creek capital management, llc | Semi-annual report to SHAREHOLDERS

1

 

 

Morgan Creek Global Equity Long/Short Institutional Fund

(A Delaware Statutory Trust)

 

Schedule of Investments

September 30, 2019 (in U.S. Dollars) (Unaudited)

 

 

Investments

 

Cost

   

Fair Value

   

Percent
of Net
Assets

 

Domicile

Liquidity1,2

Next
Available
Redemption
Date
3

 
 

Investments in Portfolio Funds

                               
 

Asia

                               
 

Old Peak Asia Fund Ltd.

                               
 

500 shares – Class A Series 18

  $ 500,000     $ 312,092       1.24 %

Cayman Islands

Quarterly

12/31/2019

 
 

Private Investors III, LLC

                               
 

1,565 shares

    1,561,599       1,357,967       5.39  

United States

0-5 Years

N/A

 
 

Teng Yue Partners Offshore Fund, L.P.4

                               
 

1,058 shares

    1,058,417       2,957,766       11.73  

Cayman Islands

Quarterly

12/31/2019

 
 

Tybourne Equity (Offshore) Fund4

                               
 

1,715 shares – Series A

    1,714,753       2,086,441       8.28  

Cayman Islands

Quarterly

12/31/2019

 
 

Total Asia

    4,834,769       6,714,266       26.64          
 

 

                       

 

 

   
 

Emerging Markets

                               
 

New Century Holdings XI, L.P.

                               
 

41,818 shares

    36,286       47,071       0.19  

Cayman Islands

Illiquid

N/A

 
 

Total Emerging Markets

    36,286       47,071       0.19          
                                   
 

Energy & Natural Resources

                               
 

CamCap Resources Offshore Fund, Ltd.

                               
 

114 shares – Class B

    21,545       9,405       0.04  

Cayman Islands

Illiquid

N/A

 
 

MLO Private Investment, Ltd.

                               
 

47 shares – Series 01

    76,995       83,621       0.33  

Cayman Islands

Illiquid

N/A

 
 

Whetstone Capital Offshore Fund, Ltd.

                               
 

1,031 shares

    1,030,294       1,092,884       4.34  

Cayman Islands

Quarterly

12/31/2019

 
 

Total Energy & Natural Resources

    1,128,834       1,185,910       4.71          
                                   
 

Healthcare

                               
 

Broadfin Healthcare Offshore Fund, Ltd.

                               
 

490 shares – Series A

    489,705       524,156       2.08  

Cayman Islands

Quarterly

12/31/2019

 
 

Total Healthcare

    489,705       524,156       2.08          
 

 

The accompanying notes are an integral part of these financial statements and should be read in conjunction therewith.

 

morgan creek capital management, llc | Semi-annual report to SHAREHOLDERS

2

 

 

Morgan Creek Global Equity Long/Short Institutional Fund

(A Delaware Statutory Trust)

 

Schedule of Investments (continued)
September 30, 2019 (in U.S. Dollars) (Unaudited)

 

 

Investments

 

Cost

   

Fair Value

   

Percent
of Net
Assets

 

Domicile

Liquidity1,2

Next
Available
Redemption
Date
3

 
 

Technology

                               
 

Light Street Xenon, Ltd.

                               
 

448 shares – Class A

  $ 588,638     $ 945,827       3.75 %

Cayman Islands

Quarterly

12/31/2019

 
 

Tiger Global, Ltd.4

                               
 

5,470 shares – Class C Series 01

    3,073,197       7,307,772       29.00  

Cayman Islands

Annually

3/31/2020

 
 

Tiger Global, Ltd.4

                               
 

3,389 shares – Class E

    786,027       2,158,497       8.57  

Cayman Islands

Annually

3/31/2020

 
 

Total Technology

    4,447,862       10,412,096       41.32          
                                   
 

Value Long/Short

                               
 

Bronte Capital Ganymede Fund Ltd.

                               
 

1,381 shares – Class A

    1,500,000       1,553,136       6.16  

Cayman Islands

Monthly

10/31/2019

 
 

Falcon Edge Global Ltd.

                               
 

358 shares – Class B

    509,678       596,308       2.37  

Cayman Islands

Illiquid

N/A

 
 

Falcon Edge Global Ltd.

                               
 

1 share – Class S

    779             0.00  

Cayman Islands

Illiquid

N/A

 
 

Falcon Edge Global Ltd.

                               
 

100 shares – Standard Share Partners

    93,393       61,700       0.24  

Cayman Islands

Illiquid

N/A

 
 

Glade Brook Private Investors VII, LLC

                               
 

1,149 shares

    1,144,320       1,006,107       3.99  

United States

0-5 Years

N/A

 
 

Tiger Veda Ltd.

                               
 

93 shares – Class C1

    252,747       220,923       0.88  

Cayman Islands

Illiquid

N/A

 
 

Tiger Veda Ltd.

                               
 

110 shares – Class C3

    82,954       92,735       0.37  

Cayman Islands

Illiquid

N/A

 
 

Total Value Long/Short

    3,583,871       3,530,909       14.01          
                                   
 

Total Investments in Portfolio Funds

  $ 14,521,327     $ 22,414,408       88.95 %        
 

 

The accompanying notes are an integral part of these financial statements and should be read in conjunction therewith.

 

morgan creek capital management, llc | Semi-annual report to SHAREHOLDERS

3

 

 

Morgan Creek Global Equity Long/Short Institutional Fund

(A Delaware Statutory Trust)

 

Schedule of Investments (continued)
September 30, 2019 (in U.S. Dollars) (Unaudited)

 

 

Investments

 

Cost

   

Fair Value

   

Percent
of Net
Assets

 

Domicile

 

 

 
 

Investments in Securities

                               
 

Common Stocks

                               
 

Global Opportunistic

                               
 

Alphabet Inc.*

                               
 

101 shares

  $ 119,083     $ 123,335       0.49 %

United States

     
 

Amazon.com, Inc.*

                               
 

68 shares

    34,111       118,042       0.47  

United States

     
 

Apollo Global Management LLC

                               
 

3,260 shares

    85,941       123,293       0.49  

United States

     
 

Avadel Pharmaceuticals plc*

                               
 

46,000 shares

    70,581       191,360       0.76  

Ireland

     
 

Banco De Oro Unibank, Inc.*

                               
 

43,440 shares

    119,854       115,550       0.46  

Philippines

     
 

BeiGene, Ltd.*

                               
 

830 shares

    117,250       101,642       0.40  

China

     
 

Berkshire Hathaway Inc.*

                               
 

597 shares

    121,625       124,188       0.49  

United States

     
 

Biohaven Pharmaceutical Holding Company Ltd.*

                       
 

1,608 shares

    60,158       67,086       0.27  

United States

     
 

CyberAgent, Inc.*

                               
 

4,613 shares

    110,722       103,469       0.41  

Japan

     
 

Eiger BioPharmaceuticals, Inc.*

                               
 

7,157 shares

    78,104       73,359       0.29  

United States

     
 

Energy Transfer Equity, LP

                               
 

8,745 shares

    86,077       114,385       0.45  

United States

     
 

Facebook, Inc.*

                               
 

660 shares

    122,260       117,533       0.47  

United States

     
 

Fanhua Inc.

                               
 

4,336 shares

    122,629       115,468       0.46  

China

     
 

Fiat Chrysler Automobiles N.V.

                               
 

9,418 shares

    144,824       121,963       0.48  

United States

     
 

Herbalife Nutrition Ltd.*

                               
 

3,381 shares

    140,215       128,005       0.51  

United States

     
 

Heron Therapeutics, Inc.*

                               
 

3,100 shares

    73,661       57,350       0.23  

United States

     
 

Iovance Biotherapeutics, Inc.*

                               
 

3,040 shares

    33,497       55,328       0.22  

United States

     

 

The accompanying notes are an integral part of these financial statements and should be read in conjunction therewith.

 

morgan creek capital management, llc | Semi-annual report to SHAREHOLDERS

4

 

 

Morgan Creek Global Equity Long/Short Institutional Fund

(A Delaware Statutory Trust)

 

Schedule of Investments (continued)
September 30, 2019 (in U.S. Dollars) (Unaudited)

 

 

Investments

 

Cost

   

Fair Value

   

Percent
of Net
Assets

 

Domicile

 

 

 
 

Common Stocks (continued)

                               
 

La Jolla Pharmaceutical Company*

                               
 

11,290 shares

  $ 71,468     $ 99,352       0.40 %

United States

     
 

Lyft, Inc.*

                               
 

11,928 shares

    499,783       487,140       1.93  

United States

     
 

Microsoft Corporation

                               
 

875 shares

    64,225       121,651       0.48  

United States

     
 

Rolls-Royce Holdings, PLC

                               
 

12,774 shares

    110,675       126,974       0.50  

United Kingdom

     
 

Sea Ltd.*

                               
 

3,759 shares

    128,025       116,341       0.46  

Singapore

     
 

Slack Technologies Inc.*

                               
 

3,974 shares

    119,891       94,303       0.38  

United States

     
 

SoftBank Group Corp.*

                               
 

5,457 shares

    125,349       106,793       0.42  

Japan

     
 

Swedish Match AB*

                               
 

3,000 shares

    116,003       124,500       0.50  

Sweden

     
 

The Walt Disney Company

                               
 

868 shares

    117,657       113,118       0.45  

United States

     
 

Twilio Inc.*

                               
 

903 shares

    100,478       99,294       0.39  

United States

     
 

Total Common Stocks

    3,094,146       3,340,822       13.26          
                                   
 

Preferred Stock

                               
 

Global Opportunistic

                               
 

Rolls-Royce Holdings, PLC

                               
 

1,201,403 shares

          1,477       0.01  

United Kingdom

     
 

Total Preferred Stock

          1,477       0.01          
                                   
 

Rights

                               
 

Global Opportunistic

                               
 

Rolls-Royce Holdings, PLC

                               
 

903,854 shares

          1,111       0.00  

United Kingdom

     
 

Total Rights

          1,111       0.00          
                                   
 

Total Investments in Securities

  $ 3,094,146     $ 3,343,410       13.27 %        
                                   
 

Total Investments

  $ 17,615,473     $ 25,757,818       102.22 %        
 

 

The accompanying notes are an integral part of these financial statements and should be read in conjunction therewith.

 

morgan creek capital management, llc | Semi-annual report to SHAREHOLDERS

5

 

 

Morgan Creek Global Equity Long/Short Institutional Fund

(A Delaware Statutory Trust)

 

Schedule of Investments (continued)
September 30, 2019 (in U.S. Dollars) (Unaudited)

 

 

Investments

 

Proceeds

   

Fair Value

   

Percent
of Net
Assets

 

Domicile

 

 

 
 

Securities Sold Short

                               
 

Common Stocks

                               
 

Global Opportunistic

                               
 

FamilyMart UNY Holdings Co., Ltd.*

                               
 

5,200 shares

  $ (146,898 )   $ (126,680 )     (0.50 )%

Japan

     
 

Hengan International Group Company Limited

                       
 

18,500 shares

    (134,276 )     (121,305 )     (0.48 )

China

     
 

H & M Hennes & Mauritz AB

                               
 

9,500 shares

    (143,342 )     (184,166 )     (0.73 )

Sweden

     
 

Mattel, Inc.*

                               
 

13,524 shares

    (152,148 )     (154,039 )     (0.61 )

United States

     
 

Next PLC

                               
 

1,965 shares

    (158,180 )     (149,476 )     (0.59 )

United Kingdom

     
 

Signify NV

                               
 

5,560 shares

    (157,128 )     (152,932 )     (0.61 )

Netherlands

     
 

Sunac China Holdings Limited

                               
 

67,000 shares

    (340,994 )     (269,234 )     (1.07 )

China

     
 

Tesla Inc.*

                               
 

2,667 shares

    (741,831 )     (642,400 )     (2.55 )

United States

     
 

Wirecard AG*

                               
 

670 shares

    (124,750 )     (107,191 )     (0.43 )

Germany

     
 

Total Common Stocks

    (2,099,547 )     (1,907,423 )     (7.57 )        
                                   
 

Total Securities Sold Short

  $ (2,099,547 )   $ (1,907,423 )     (7.57 )%        
 

Other Assets, less Liabilities

            1,348,257       5.35          
 

Total Net Assets

          $ 25,198,652       100.00 %        
 

 

(1)

Available frequency of redemptions after initial lock-up period, if any. Different tranches may have different liquidity terms.

 

(2)

0-5 Years - Portfolio Funds will periodically redeem depending on cash availability.

 

(3)

Investments in Portfolio Funds may be composed of multiple tranches. The Next Available Redemption Date relates to the earliest date after September 30, 2019 that redemption from a tranche is available. Other tranches may have an available redemption date that is after the Next Available Redemption Date. Redemptions from Portfolio Funds may be subject to fees.

 

(4)

Although the Portfolio Fund has monthly, quarterly, or annual redemption rights, there are various gates, holdbacks, and/or side pockets imposed by the manager of the Portfolio Fund, which prevent the Fund from being able to redeem its entire position at the next available redemption date.

 

*

Non-income producing security.

 

The accompanying notes are an integral part of these financial statements and should be read in conjunction therewith.

 

morgan creek capital management, llc | Semi-annual report to SHAREHOLDERS

6

 

 

Morgan Creek Global Equity Long/Short Institutional Fund

(A Delaware Statutory Trust)

 

Statement of Operations

For the Six Months Ended September 30, 2019 (in U.S. Dollars) (Unaudited)

 

Investment income

       

Dividends (net of taxes withheld of ($719))

  $ 56,299  
         

Expenses

       

Administration fees

    156,718  

Management fees

    150,256  

Audit fees

    40,500  

Legal fees

    39,100  

Transfer agent fees

    38,704  

Interest expense on loan payable

    31,825  

Trustees’ fees

    27,500  

Dividend expense

    20,862  

Credit line fee

    19,870  

Consultancy fees

    15,000  

Custodian fees

    10,963  

Interest expense on Securities sold short

    10,080  

Distribution and service fees – Class A

    812  

Other expenses

    65,044  

Total expenses before management fee reduction

    627,234  
         

Management fee reduction

    (58,308 )

Net expenses

    568,926  
         

Net investment loss

    (512,627 )
         

Realized and unrealized loss from investments in Portfolio Funds, Securities, Securities sold short, and foreign currency

       

Net realized gain from investments in Portfolio Funds

    1,969,702  

Net realized loss from investments in Securities

    (389,286 )

Net realized gain on Securities sold short

    555,947  

Net realized loss on foreign currency transactions

    (417 )

Net change in unrealized appreciation/depreciation on investments in Portfolio Funds

    (5,039,006 )

Net change in unrealized appreciation/depreciation on investments in Securities

    214,292  

Net change in unrealized appreciation/depreciation on Securities sold short

    (119,822 )

Net change in unrealized appreciation/depreciation on foreign currency translations

    (35,144 )

Net realized and unrealized loss from investments in Portfolio Funds, Securities, Securities sold short, and foreign currency

    (2,843,734 )
         

Net decrease in net assets resulting from operations

  $ (3,356,361 )
 

 

The accompanying notes are an integral part of these financial statements and should be read in conjunction therewith.

 

morgan creek capital management, llc | Semi-annual report to SHAREHOLDERS

7

 

 

Morgan Creek Global Equity Long/Short Institutional Fund

(A Delaware Statutory Trust)

 

Statement of Changes in Net Assets

(in U.S. Dollars) (Unaudited)

 

For the Six Months Ended September 30, 2019

       
         

Decrease in net assets resulting from operations:

       

Net investment loss

  $ (512,627 )

Net realized gain from investments in Portfolio Funds

    1,969,702  

Net realized loss from investments in Securities

    (389,286 )

Net realized gain on Securities sold short

    555,947  

Net realized loss on foreign currency transactions

    (417 )

Net change in unrealized appreciation/depreciation on investments in Portfolio Funds

    (5,039,006 )

Net change in unrealized appreciation/depreciation on investments in Securities

    214,292  

Net change in unrealized appreciation/depreciation on Securities sold short

    (119,822 )

Net change in unrealized appreciation/depreciation on foreign currency translations

    (35,144 )

Net decrease in net assets resulting from operations

    (3,356,361 )
         

Capital share transactions:

       

Subscriptions – Class I

    1,233,690  

Subscriptions – Class A

    78,860  

Redemptions – Class I

    (3,600,992 )

Net decrease in net assets resulting from capital share transactions

    (2,288,442 )
         

Net decrease in net assets

    (5,644,803 )
         

Net assets

       

Beginning of period

    30,843,455  

End of period

  $ 25,198,652  
         

Accumulated net investment loss

  $ (7,904,600 )
 

 

The accompanying notes are an integral part of these financial statements and should be read in conjunction therewith.

 

morgan creek capital management, llc | Semi-annual report to SHAREHOLDERS

8

 

 

Morgan Creek Global Equity Long/Short Institutional Fund

(A Delaware Statutory Trust)

 

Statement of Changes in Net Assets (continued)
(in U.S. Dollars) (Unaudited)

 

For the Year Ended March 31, 2019

       
         

Increase in net assets resulting from operations:

       

Net investment loss

  $ (995,125 )

Net realized gain from investments in Portfolio Funds

    3,637,171  

Net realized loss from investments in Securities

    (778,806 )

Net realized gain on Securities sold short

    659,594  

Net realized loss on foreign currency transactions

    (60,450 )

Net change in unrealized appreciation/depreciation on investments in Portfolio Funds

    2,279,028  

Net change in unrealized appreciation/depreciation on investments in Securities

    781,593  

Net change in unrealized appreciation/depreciation on Securities sold short

    (422,362 )

Net change in unrealized appreciation/depreciation on foreign currency translations

    (82,467 )

Net increase in net assets resulting from operations

    5,018,176  
         

Distributions to Shareholders from/in excess of:

       

Net investment income – Class I

    (4,515,448 )

Net investment income – Class A

    (27,053 )

Total distributions

    (4,542,501 )
         

Capital share transactions:

       

Subscriptions – Class I

    895,200  

Redemptions – Class I

    (23,738,120 )

Distributions reinvested – Class I (representing 4,819.00 Shares)

    4,513,804  

Distributions reinvested – Class A (representing 10.63 Shares)

    9,207  

Net decrease in net assets resulting from capital share transactions

    (18,319,909 )
         

Net decrease in net assets

    (17,844,234 )
         

Net assets

       

Beginning of year

    48,687,689  

End of year

  $ 30,843,455  
         

Accumulated net investment loss

  $ (7,391,973 )
 

 

 

The accompanying notes are an integral part of these financial statements and should be read in conjunction therewith.

 

morgan creek capital management, llc | Semi-annual report to SHAREHOLDERS

9

 

 

Morgan Creek Global Equity Long/Short Institutional Fund

(A Delaware Statutory Trust)

 

Statement of Cash Flows

For the Six Months Ended September 30, 2019 (in U.S. Dollars) (Unaudited)

 

Cash flows from operating activities:

       

Net decrease in net assets resulting from operations

  $ (3,356,361 )

Adjustments to reconcile net decrease in net assets resulting from operations to net cash provided by operating activities:

       

Purchases of investments in Portfolio Funds

    (1,000,000 )

Purchases of investments in Securities

    (2,091,955 )

Repurchases of Securities sold short

    (2,585,174 )

Proceeds from sales of investments in Portfolio Funds

    4,454,059  

Proceeds from sales of investments in Securities

    5,329,173  

Proceeds from Securities sold short

    162,237  

Net realized gain from investments in Portfolio Funds

    (1,969,702 )

Net realized loss from investments in Securities

    389,286  

Net realized gain on Securities sold short

    (555,947 )

Net change in unrealized appreciation/depreciation on investments in Portfolio Funds

    5,039,006  

Net change in unrealized appreciation/depreciation on investments in Securities

    (214,292 )

Net change in unrealized appreciation/depreciation on Securities sold short

    119,822  

Changes in operating assets and liabilities:

       

Increase in due from Portfolio Funds

    (2,760,875 )

Decrease in accrued expenses and other liabilities

    (82,442 )

Increase in management fees payable

    54,324  

Decrease in dividends payable

    (607 )

Increase in due to Advisor

    3,154  

Increase in accrued interest payable

    1,150  

Net cash provided by operating activities

    934,856  
 

 

The accompanying notes are an integral part of these financial statements and should be read in conjunction therewith.

 

morgan creek capital management, llc | Semi-annual report to SHAREHOLDERS

10

 

 

Morgan Creek Global Equity Long/Short Institutional Fund

(A Delaware Statutory Trust)

 

Statement of Cash Flows (continued)
For the Six Months Ended September 30, 2019 (in U.S. Dollars) (Unaudited)

 

Cash flows from financing activities:

       

Proceeds from advances on line of credit

  $ 2,734,081  

Repayment of advances on line of credit

    (1,900,000 )

Subscriptions

    1,381,550  

Redemptions (net of change in redemptions payable of $1,246,266)

    (2,354,726 )

Net cash used in financing activities

    (139,095 )
         

Net increase in cash and cash equivalents and foreign currency

    795,761  
         

Cash and cash equivalents and foreign currency

       

Beginning of period

    1,968,748  

End of period

  $ 2,764,509  
         

Supplemental disclosure of cash flow information:

       

Interest paid

  $ 40,755  

Net change in unrealized appreciation/depreciation on foreign currency translations

  $ (35,144 )
 

 

The accompanying notes are an integral part of these financial statements and should be read in conjunction therewith.

 

morgan creek capital management, llc | Semi-annual report to SHAREHOLDERS

11

 

 

Morgan Creek Global Equity Long/Short Institutional Fund

(A Delaware Statutory Trust)

 

Notes to Financial Statements

September 30, 2019 (Unaudited)

 

1.

Organization and Nature of Business

 

Morgan Creek Global Equity Long/Short Institutional Fund (the “Fund”) was organized under the laws of the State of Delaware as a statutory trust on August 16, 2010. The Fund commenced operations on October 3, 2011 (“Commencement of Operations”) and operates pursuant to the Agreement and Declaration of Trust (the “Trust Instrument”). The Fund is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as a closed-end, non-diversified management investment company. While non-diversified for 1940 Act purposes, the Fund intends to comply with the diversification requirements of Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), as such requirements are described in more detail below.

 

The Fund is structured as a fund-of-funds and its investment objective is to generate greater long-term returns when compared to traditional equity market benchmarks, while exhibiting a lower level of volatility and a modest degree of correlation to these markets. The Fund seeks to achieve this objective primarily by investing in private funds and other pooled investment vehicles (collectively, the “Portfolio Funds”), and exchange traded funds, common stocks, purchased options, and preferred stock, (collectively, the “Securities”) that are not expected to be highly correlated to each other or with traditional equity markets over a long-term time horizon. The Fund normally invests 80% of its assets in Portfolio Funds that will primarily engage in long/short equity strategies and equity securities that augment these strategies. Under normal circumstances, 80% or more of the investment portfolios of the Portfolio Funds on an aggregate basis will consist of equity securities and 40% or more of the investments portfolios of the Portfolio Funds on an aggregate basis will be non-U.S. securities. The Portfolio Funds are managed by third-party investment managers (the “Managers”) selected by the investment adviser, with the intention of adding additional Portfolio Funds as the need to diversify among additional Portfolio Funds increases.

 

Morgan Creek Capital Management, LLC (the “Advisor”), a North Carolina limited liability company registered as an investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), serves as the Fund’s investment adviser. The Advisor is responsible for providing day-to-day investment management services to the Fund, subject to the supervision of the Fund’s Board of Trustees (the “Board” or each separately a “Trustee”).

 

The Board has overall responsibility for overseeing the Fund’s investment program and its management and operations. Two of the four Trustees are “Independent Trustees” who are not “interested persons” (as defined by the 1940 Act) of the Fund.

 

Investors in the Fund (“Shareholders”) are governed by the Trust Instrument and bound by its terms and conditions. The security purchased by a Shareholder is a beneficial interest (a “Share”) in the Fund. All Shares shall be fully paid and are non-assessable. Shareholders shall have no preemptive or other rights to subscribe for any additional Shares. The Fund offers and sells two separate classes of Shares designated as Class A (“Class A Shares”) and Class I (“Class I Shares”). Class A Shares and Class I Shares are subject to different fees and expenses. Class A Shares are offered to investors subject to an initial sales charge. Class I Shares are not subject to an initial sales charge and have lower ongoing expenses than Class A Shares. All shares issued prior to April 1, 2016 have been designated as Class I Shares in terms of rights accorded and expenses borne.

 

Investments in the Fund generally may be made only by U.S. persons who are “accredited investors” within the meaning of Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended and “qualified clients” within the meaning of Rule 205-3 promulgated under the Advisers Act. The Fund may decline to accept any investment in its discretion. The Board (or its designated agent) may admit Shareholders to the Fund from time to time upon the execution by a prospective investor of the appropriate documentation. Shares will be issued at the current net asset value (“NAV”) per Share of the class.

 

morgan creek capital management, llc | Semi-annual report to SHAREHOLDERS

12

 

 

Morgan Creek Global Equity Long/Short Institutional Fund

(A Delaware Statutory Trust)

 

Notes to Financial Statements (continued)
September 30, 2019 (Unaudited)

 

The Board, from time to time and in its sole discretion, may determine to cause the Fund to offer to repurchase Shares from Shareholders pursuant to written tenders by Shareholders. The Advisor anticipates that it will recommend to the Board to cause the Fund to conduct repurchase offers on a quarterly basis in order to permit the Fund to conduct repurchase offers for Shares. However, there are no assurances that the Board will, in fact, decide to undertake any repurchase offer. The Fund will make repurchase offers, if any, to all Shareholders, on the same terms, which may affect the size of the Fund’s repurchase offers. A Shareholder may determine, however, not to participate in a particular repurchase offer or may determine to participate to a limited degree, which will affect the liquidity of the investment of any investor in the Fund. In the event of a tender for redemption, the Fund, subject to the terms of the Trust Instrument and the Fund’s ability to liquidate sufficient Fund investments in an orderly fashion determined by the Board to be fair and reasonable to the Fund and all of the Shareholders, shall pay to such redeeming Shareholder within 90 days the proceeds of such redemption, provided that such proceeds may be paid in cash, by means of in-kind distribution of Fund investments, or as a combination of cash and in-kind distribution of Fund investments. Shares will be redeemed at the current NAV per Share of the class.

 

2.

Summary of Significant Accounting Policies

 

Basis for Accounting

 

The accompanying financial statements of the Fund are prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) and in accordance with Accounting Standards Codification (“ASC”) as set forth by the Financial Accounting Standards Board (“FASB”). The Fund maintains its financial records in U.S. dollars and follows the accrual basis of accounting. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results could differ from those estimates.

 

Management has determined that the Fund is an investment company in accordance with FASB ASC 946 “Investment Companies” for the purpose of financial reporting.

 

In August 2018, the FASB issued Accounting Standards Update (ASU) No. 2018-13, Fair Value Measurement (Topic 820) - Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2018-13”), which simplifies the disclosure requirements on fair value measurement. ASU 2018-13 is effective for annual periods beginning after December 15, 2019, and early adoption is permitted. The amendment within ASU 2018-13 eliminates, among other things, the requirement to disclose the reconciliation of the movement in fair value of Level 3 investments and the changes in unrealized gains and losses for the period included in earnings for recurring Level 3 fair value measurements held at the end of the reporting period. The Fund early adopted, and applied, ASU 2018-13 for the year ended March 31, 2019. The Fund’s adoption of the ASU 2018-13 did not have a material impact.

 

Investment in the Fund

 

The Fund is offered on a continuous basis through Morgan Creek Capital Distributors, LLC (the “Distributor”), an affiliate of the Advisor. The initial closing date for the public offering of Class I Shares was October 3, 2011. Class I Shares were offered at an initial offering price of $1,000 per Share, and have been offered in a continuous monthly offering thereafter at the Class I Shares’ then current NAV per Share. The initial closing date for the public offering of Class A Shares was April 1, 2017. Class A Shares were offered at an initial offering price of $1,000 per Share, and have been offered in a continuous monthly offering

 

morgan creek capital management, llc | Semi-annual report to SHAREHOLDERS

13

 

 

Morgan Creek Global Equity Long/Short Institutional Fund

(A Delaware Statutory Trust)

 

Notes to Financial Statements (continued)
September 30, 2019 (Unaudited)

 

thereafter at the Class A Shares’ then current NAV per Share. The Distributor may enter into selected dealer arrangements with various brokers, dealers, banks and other financial intermediaries (“Selling Agents”), which have agreed to participate in the distribution of the Fund’s Shares.

 

Valuation of Portfolio Funds and Securities

 

The Fund carries its investments in Portfolio Funds at fair value in accordance with FASB ASC 820 “Fair Value Measurements and Disclosures” (“ASC 820”) which clarifies the definition of fair value for financial reporting, establishes a hierarchal disclosure framework for measuring fair value and requires additional disclosures about the use of fair value measure.

 

The NAV of the Fund is determined as of the close of business at the end of any fiscal period, generally monthly, in accordance with the valuation principles described below, or as may be determined from time to time pursuant to policies established by the Advisor. The Fund’s NAV is calculated by State Street Bank & Trust Company, in its capacity as the Fund’s administrator (the “Administrator,” or “State Street”).

 

The Board has ultimate responsibility for valuation but has delegated the process of valuing securities for which market quotations are not readily available to the Valuation Committee (the “Committee”). The Committee is responsible for monitoring the Fund’s valuation policies and procedures (which have been adopted by the Board and are subject to Board oversight), making recommendations to the Board on valuation-related matters and ensuring the implementation of the valuation procedures used by the Fund to value securities, including the fair value of the Fund’s investments in Portfolio Funds. These procedures shall be reviewed by the Board no less frequently than annually. Any revisions to these procedures that are deemed necessary shall be reported to the Board at its next regularly scheduled meeting.

 

Investments in Portfolio Funds held by the Fund are valued as follows:

 

The Fund measures the fair value of an investment that does not have a readily determinable fair value, based on the NAV of the investment as a practical expedient, without further adjustment, unless it is probable that the investment will be sold at a value significantly different than the NAV in accordance with ASC 820. If the practical expedient NAV is not as of the reporting entity’s measurement date, then the NAV is adjusted to reflect any significant events that may change the valuation. In using the NAV as a practical expedient, certain attributes of the investment, that may impact the fair value of the investment, are considered in measuring fair value. Attributes of those investments include the investment strategies of the investees and may also include, but are not limited to, restrictions on the investor’s ability to redeem its investments at the measurement date. The Fund is permitted to invest in alternative investments that do not have a readily determinable fair value and, as such, has elected to use the NAV as calculated on the Fund’s measurement date as the fair value of the investments. Investments in Portfolio Funds are subject to the terms of the Portfolio Funds’ offering and governing documents. Valuations of the Portfolio Funds may be subject to estimates and are net of management and performance incentive fees or allocations payable to the Portfolio Funds as required by the Portfolio Funds’ operating documents.

 

The Advisor’s rationale for the above approach derives from the reliance it places on its initial and ongoing due diligence, which understands the respective controls and processes around determining the NAV with the Managers of the Portfolio Funds. The Advisor has designed an ongoing due diligence process with respect to the Portfolio Funds and their Managers, which assists the Advisor in assessing the quality of information provided by, or on behalf of, each Portfolio Fund and in determining whether such information continues to be reliable or whether further investigation is necessary.

 

morgan creek capital management, llc | Semi-annual report to SHAREHOLDERS

14

 

 

Morgan Creek Global Equity Long/Short Institutional Fund

(A Delaware Statutory Trust)

 

Notes to Financial Statements (continued)
September 30, 2019 (Unaudited)

 

Where no value is readily available from a Portfolio Fund or Securities or where a value supplied by a Portfolio Fund is deemed by the Advisor not to be indicative of its fair value, the Advisor will determine, in good faith, the fair value of the Portfolio Fund or Securities subject to the approval of the Board and pursuant to procedures adopted by the Board and subject to the Board’s oversight. The Advisor values the Fund’s assets based on such reasonably available relevant information as it considers material. Because of the inherent uncertainty of valuation, the fair values of the Fund’s Portfolio Funds may differ significantly from the values that would have been used had a ready market for the Portfolio Funds held by the Fund been available.

 

Investments in Publicly Traded Securities held by the Fund are valued as follows:

 

The Fund values investments in publicly traded securities, including exchange traded funds, common stocks, securities sold short, and purchased options, that are listed on a national securities exchange at their closing price on the last business day of the period.

 

Securities Sold Short

 

Securities sold short represent obligations of the Fund to deliver the specified security at the future price and, thereby, create a liability to repurchase the security in the market at prevailing prices. Accordingly, these transactions result in off-balance-sheet risk since the Fund’s satisfaction of the obligations may exceed the amount recognized in the Statement of Assets and Liabilities. Dividends declared on Securities sold short held on the ex-dividend date are recorded as dividend expense. Interest the Fund is required to pay in connection with Securities sold short is recorded on an accrual basis as interest expense.

 

Cash, Cash Equivalents

 

Cash and cash equivalents include cash and time deposits with an original maturity of 90 days or less, and are carried at cost, which approximates fair value.

 

Foreign Currency Transactions

 

Assets and liabilities denominated in foreign currencies are translated into U.S. dollars at the closing rates of exchange on the Statement of Assets and Liabilities date. Transactions during the year are translated at the rate of exchange prevailing on the date of the transaction. Currency translation gains and losses related to investments and derivative instruments are reflected in net realized and unrealized gain (loss) captions in the Statement of Operations. Realized and unrealized gains and losses related to non-U.S. currency balances, excluding transactions described above, are included in net change in unrealized appreciation/depreciation on foreign currency translations on the Statement of Operations.

 

Income and Operating Expenses

 

The Fund bears its own expenses including, but not limited to, legal, accounting (including third-party accounting services), auditing and other professional expenses, offering costs, administration expenses and custody expenses. Interest income and interest expense are recorded on an accrual basis. Dividend income is recorded on the ex-dividend date and net of foreign withholding taxes. Operating expenses are recorded as incurred.

 

morgan creek capital management, llc | Semi-annual report to SHAREHOLDERS

15

 

 

Morgan Creek Global Equity Long/Short Institutional Fund

(A Delaware Statutory Trust)

 

Notes to Financial Statements (continued)
September 30, 2019 (Unaudited)

 

Recognition of Gains and Losses

 

Change in unrealized appreciation/depreciation from each Portfolio Fund and Security is included in the Statement of Operations as net change in unrealized appreciation/depreciation on investments.

 

Investment transactions in Portfolio Funds, Securities, and Securities sold short are recorded on a trade date basis. Any proceeds received from Portfolio Fund redemptions and Security sales that are in excess of the Portfolio Fund’s or Security’s cost basis are classified as net realized gain from investments on the Statement of Operations. Any proceeds received from Portfolio Fund redemptions and Security sales that are less than the Portfolio Fund’s or Security’s cost basis are classified as net realized loss from investments on the Statement of Operations. Realized gains and losses from investments in Portfolio Funds and Securities are calculated based on the specific identification method.

 

Class Allocations and Expenses

 

Investment income, unrealized and realized gains and losses, common expenses of the Fund, and certain Fund-level expense reductions, if any, are allocated monthly on a pro-rata basis to each class based on the relative net assets of each class to the total net assets of the Fund. Certain expense reductions may also differ by class. For the reporting period, the allocated portion of income and expenses to each class as a percent of its average net assets may vary due to the timing of recording these transactions in relation to fluctuating net assets of the classes. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

 

Income Taxation

 

The Fund intends to continue to comply with the requirements of Subchapter M of the Code applicable to regulated investment companies (“RICs”) and to distribute substantially all of its taxable income to its Shareholders. Therefore, no provision for federal income taxes is required. The Fund files tax returns with the U.S. Internal Revenue Service and various states. The Fund may be subject to taxes imposed by countries in which it invests. Such taxes are generally based on a Portfolio Fund’s or Security’s income earned or gains realized or repatriated. Taxes are accrued and applied to net investment income, net realized capital gains and net unrealized appreciation, as applicable, as the income is earned or capital gains are recorded. The Fund has concluded there are no significant uncertain tax positions that would require recognition in the financial statements as of September 30, 2019. If applicable, the Fund recognizes interest accrued related to unrecognized tax benefits in interest expense and penalties in other expenses on the Statement of Operations. Generally, tax authorities can examine all tax returns filed for the last three years. The Fund’s major tax jurisdictions are the United States, the State of Delaware and the State of North Carolina. As of September 30, 2019, the tax years 2016 to 2018 remain subject to examination.

 

Distribution of Income and Gains

 

The Fund declares and pays dividends annually from its net investment income. Net realized gains, if any, are distributed at least annually. Distributions from net realized gains for book purposes may include short-term capital gains, which are included as ordinary income for tax purposes.

 

The Fund generally invests its assets in Portfolio Funds organized outside the United States that are treated as corporations for U.S. tax purposes and are expected to be classified as passive foreign investment companies (“PFICs”). As such, the Fund expects that its distributions generally will be taxable as ordinary income to the Shareholders.

 

morgan creek capital management, llc | Semi-annual report to SHAREHOLDERS

16

 

 

Morgan Creek Global Equity Long/Short Institutional Fund

(A Delaware Statutory Trust)

 

Notes to Financial Statements (continued)
September 30, 2019 (Unaudited)

 

Pursuant to the dividend reinvestment plan established by the Fund (the “DRIP”), each Shareholder whose shares are registered in its own name will automatically be a participant under the DRIP and have all income, dividends and capital gains distributions automatically reinvested in additional Shares unless such Shareholder specifically elects to receive all income, dividends and capital gain distributions in cash.

 

There were no distributions paid during the six months ended September 30, 2019 and the year ended March 31, 2019.

 

3.

Fair Value of Financial Instruments

 

In accordance with ASC 820, the Fund discloses the fair value of its investments in Portfolio Funds and Securities in a hierarchy that prioritizes the inputs to valuation techniques used to measure the fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). The guidance establishes three levels of the fair value hierarchy as follows:

 

Level 1 - Inputs that reflect unadjusted quoted prices in active markets for identical assets or liabilities that the Fund has the ability to access at the measurement date;

 

Level 2 - Other significant observable inputs; and

 

Level 3 - Other significant unobservable inputs.

 

Inputs broadly refer to the assumptions that market participants use to make valuation decisions, including assumptions about risk. The Advisor generally uses the NAV per share of the investment (or its equivalent) reported by the Portfolio Fund as the primary input to its valuation; however, adjustments to the reported amount may be made based on various factors.

 

A Security’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. However, the determination of what constitutes “observable” requires significant judgment by the Advisor. The Advisor considers observable data to be that market data which is readily available, regularly distributed or updated, reliable and verifiable, not proprietary, and provided by multiple, independent sources that are actively involved in the relevant market.

 

All of the Fund’s investments in Securities have been classified within level 1 and Securities sold short have been classified within level 1. Transfers in and/or out of levels are recognized at the date of circumstances that caused the transfer.

 

The Advisor’s belief of the most meaningful presentation of the strategy classification of the Portfolio Funds and Securities is as reflected on the Schedule of Investments.

 

Hedge funds such as the Portfolio Funds are generally funds whose shares are issued pursuant to an exemption from registration under the 1940 Act or are issued offshore. The frequency of such subscription or redemption options offered to investors is dictated by such hedge fund’s governing documents. The amount of liquidity provided to investors in a particular Portfolio Fund is generally consistent with the liquidity and risk associated with the Portfolio Funds (i.e., the more liquid the investments in the portfolio, the greater the liquidity provided to the investors).

 

Liquidity of individual hedge funds varies based on various factors and may include “gates,” “holdbacks” and “side pockets” (defined in the Fund’s prospectus) imposed by the manager of the hedge fund, as well as redemption fees which may also apply. These items have been identified as illiquid (“0-5 years”) on the Schedule of Investments.

 

morgan creek capital management, llc | Semi-annual report to SHAREHOLDERS

17

 

 

Morgan Creek Global Equity Long/Short Institutional Fund

(A Delaware Statutory Trust)

 

Notes to Financial Statements (continued)
September 30, 2019 (Unaudited)

 

Assumptions used by the Advisor due to the lack of observable inputs may significantly impact the resulting fair value and therefore the Fund’s results of operations.

 

The following is a summary of the inputs used as of September 30, 2019 in valuing the Fund’s investments in Securities and Securities sold short carried at fair value:

 

   

Assets at Fair Value as of September 30, 2019

 
   

Level 1

   

Level 2

   

Level 3

   

Total

 

Investments

                               

Securities

                               

Common Stocks – Global Opportunistic

  $ 3,340,822     $     $     $ 3,340,822  

Preferred Stock – Global Opportunistic

          1,477             1,477  

Rights – Global Opportunistic

    1,111                   1,111  

Total Investments

  $ 3,341,933     $ 1,477     $     $ 3,343,410  

 

   

Liabilities at Fair Value as of September 30, 2019

 
   

Level 1

   

Level 2

   

Level 3

   

Total

 

Securities Sold Short

                               

Common Stocks – Global Opportunistic

  $ (1,907,423 )   $     $     $ (1,907,423 )

Total Securities Sold Short

  $ (1,907,423 )   $     $     $ (1,907,423 )

 

Total Investments in Portfolio Funds Measured at NAV

  $ 22,414,408  

 

4.

Investments in Portfolio Funds and Securities

 

The Fund has the ability to liquidate its investments in Portfolio Funds periodically, ranging from monthly to every five years, depending on the provisions of the respective Portfolio Funds’ operating agreements. As of September 30, 2019, the Fund was invested in fifteen Portfolio Funds. All Portfolio Funds in which the Fund invested are individually identified on the Schedule of Investments. These Portfolio Funds may invest in U.S. and non-U.S. equities and equity-related instruments, fixed income securities, currencies, futures, forward contracts, swaps, commodities, other derivatives and other financial instruments.

 

The Managers of substantially all Portfolio Funds receive an annual management fee from 1% to 2% of the respective Portfolio Fund’s NAV. Management of the Portfolio Funds also receive performance allocations from 15% to 20% of the Fund’s net profit from its investments in the respective Portfolio Funds, subject to any applicable loss carryforward provisions, as defined by the respective Portfolio Funds’ operating agreements.

 

morgan creek capital management, llc | Semi-annual report to SHAREHOLDERS

18

 

 

Morgan Creek Global Equity Long/Short Institutional Fund

(A Delaware Statutory Trust)

 

Notes to Financial Statements (continued)
September 30, 2019 (Unaudited)

 

For the six months ended September 30, 2019, aggregate purchases and proceeds from sales of investments in Portfolio Funds and Securities were $6,596,387 and $10,492,266, respectively.

 

For the six months ended September 30, 2019, aggregate repurchases of and proceeds from Securities sold short were $2,585,174 and $162,237, respectively.

 

5.

Offering of Shares

 

The Fund’s Share activities for the six months ended September 30, 2019 were as follows:

 

   

Balance as of
April 1, 2019

   

Subscriptions

   

Redemptions

   

Balance as of
September 30,
2019

 

Class I

    27,272.75       1,103.65       (3,428.11 )     24,948.29  

Class A

    153.13       75.18             228.31  

 

The Fund’s Share activities for the year ended March 31, 2019 were as follows:

 

   

Balance as of
April 1, 2018

   

Subscriptions

   

Redemptions

   

Distributions
Reinvested

   

Balance as of
March 31, 2019

 

Class I

    41,221.49       746.07       (19,513.81 )     4,819.00       27,272.75  

Class A

    142.50                   10.63       153.13  

 

6.

Management Fee, Related Party Transactions and Other

 

The Fund bears all of the expenses of its own operations, including, but not limited to, the investment management fee for the Fund payable to the Advisor, and administration fees, custody fees, and transfer agent fees payable to State Street.

 

In consideration for its advisory and other services, the Advisor shall receive a quarterly management fee, payable quarterly in arrears based on the NAV of the Fund as of the last business day of such quarter, prior to any quarter-end redemptions, in an amount equal to an annual rate of 1.00% of the Fund’s NAV. The Advisor has voluntarily reduced the management fee to 0.25% of the Fund’s NAV effective October 1, 2016. The management fee is in addition to the asset-based fees and incentive fees or allocations charged by the Portfolio Funds and indirectly borne by Shareholders in the Fund. For the six months ended September 30, 2019, the Fund incurred management fees of $150,256, of which $58,308 was reduced by the Advisor and $72,513 was payable to the Advisor as of September 30, 2019.

 

The Fund had entered into an expense limitation agreement in which the Advisor had agreed to pay certain operating expenses of the Fund in order to maintain certain expenses at or below 1.35% for Class I Shares and 2.20% for Class A Shares (the “Expense Caps”), of the average net assets of each class until March 31, 2018. Expenses covered by the Expense Caps included all of the Fund’s expenses other than (i) acquired fund fees and expenses, (ii) any taxes paid by the Fund, (iii) expenses incurred directly or indirectly by the Fund as a result of expenses incurred by a Portfolio Fund, (iv) dividends on short sales, if any, and (v) any extraordinary expenses not incurred in the ordinary course of the Fund’s business (including, without limitation, litigation expenses). Expenses borne by the Advisor are subject to reimbursement by the Fund up to three

 

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Morgan Creek Global Equity Long/Short Institutional Fund

(A Delaware Statutory Trust)

 

Notes to Financial Statements (continued)
September 30, 2019 (Unaudited)

 

years from the date the Advisor paid the expense, but no reimbursement will be made by the Fund at any time if it would result in its covered expenses exceeding the expense cap. Effective April 1, 2018, the Board approved eliminating the Expense Caps for the Class I Shares and Class A Shares.

 

State Street provides accounting and administrative services to the Fund under an administrative services agreement (the “Administration Agreement”). Pursuant to the Administration Agreement, State Street is paid a monthly administrative fee at an annual rate of 0.07% of the Fund’s monthly NAV for these services.

 

State Street also serves as the Fund’s Custodian and Transfer Agent. State Street is entitled to custody fees as reasonable compensation for its services and expenses as agreed upon from time to time between the Fund on behalf of each applicable Portfolio Fund and State Street. Transfer agent fees are payable monthly based on an annual per Shareholder account charge plus out-of-pocket expenses incurred by State Street on the Fund’s behalf.

 

Distribution Plan

 

The Fund has adopted a Distribution Plan (the “Plan”), pursuant to Rule 12b-1 under the 1940 Act, with respect to its Class A Shares.

 

Under the Plan, the Fund may pay an aggregate amount on an annual basis not to exceed 0.85% of the value of the Fund’s average net assets attributable to its Class A Shares for services provided under the Plan. For the six months ended September 30, 2019, the Fund incurred Class A distribution and service fees of $812, of which $476 was payable as of September 30, 2019.

 

7.

Credit Agreement

 

The Fund has entered into a credit agreement with Credit Suisse International that bears interest at the 3M LIBOR plus 1.70% for Tranche L and 1.05% for Tranche U. The average interest rate for the six months ended September 30, 2019 was 4.05%. The maximum aggregate principal amount of credit that may be extended to the Fund at any time is $6,000,000 (the “Credit Limit”). The Fund also pays a fee equal to 0.65% of the Credit Limit less any outstanding principal amounts (the “Credit Line Fee”). The credit agreement is set to expire on August 28, 2019. The terms of the credit facility include limits on other indebtedness aggregate volatility, minimum net equity and other standard covenants. This credit agreement is not used as leverage, rather to provide bridge financing and meet liquidity needs that may arise. During the six months ended September 30, 2019, the Credit Line Fee was $19,870. The average borrowings outstanding for the six months ended September 30, 2019 were $1,706,885. As of September 30, 2019, the Fund had an outstanding loan balance of $1,896,128, which includes fees and interest accrued on the Fund’s line of credit. The credit facility is collateralized by all Portfolio Fund investments of the Fund. As of September 30, 2019, the Fund was in compliance with the covenants of the credit facility.

 

8.

Risks and Contingencies

 

The Fund’s investments in Portfolio Funds may be subject to various risk factors including market, credit, currency and geographic risk. The Fund’s investments in Portfolio Funds may be made internationally and thus may have concentrations in such regions. The Fund’s investments in Portfolio Funds are also subject to the risk associated with investing in Portfolio Funds. The Portfolio Funds are generally illiquid, and thus there can be no assurance that the Fund will be able to realize the value of such investments in Portfolio Funds in a timely manner. Since many of the Portfolio Funds may involve a high degree of risk, poor performance by one or more of the Portfolio Funds could severely affect the total returns of the Fund.

 

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Morgan Creek Global Equity Long/Short Institutional Fund

(A Delaware Statutory Trust)

 

Notes to Financial Statements (continued)
September 30, 2019 (Unaudited)

 

Although the Fund’s investments in Portfolio Funds are denominated in U.S. dollars, the Fund may invest in securities and hold cash balances at its brokers that are denominated in currencies other than its reporting currency. Consequently, the Fund is exposed to risks that the exchange rate of the U.S. dollars relative to other currencies may change in a manner that has an adverse effect on the reported value of that portion of the Fund’s assets which are denominated in currencies other than the U.S. dollars. The Fund may utilize options, futures and forward currency contracts to hedge against currency fluctuations, but there can be no assurance that such hedging transactions will be effective.

 

From time to time, the Fund may have a concentration of Shareholders holding a significant percentage of its net assets. Investment activities of these Shareholders could have a material impact on the Fund. As of September 30, 2019, two Shareholders maintain a significant holding in the Fund which represents 41.50% of the Fund’s NAV.

 

In order to obtain more investable cash, the Portfolio Funds may utilize a substantial degree of leverage. Leverage increases returns to investors if the Managers earn a greater return on leveraged investments than the Managers’ cost of such leverage. However, the use of leverage, such as margin borrowing, exposes the Fund to additional levels of risk including (i) greater losses from investments in Portfolio Funds than would otherwise have been the case had the Managers not borrowed to make the investments in Portfolio Funds, (ii) margin calls or changes in margin requirements may force premature liquidations of investment positions and (iii) losses on investments in Portfolio Funds where the Portfolio Funds fails to earn a return that equals or exceeds the Managers’ cost of leverage related to such Portfolio Funds.

 

In the normal course of business, the Portfolio Funds in which the Fund invests may pursue certain investment strategies, trade various financial instruments and enter into various investment activities with off-balance sheet risk. These include, but are not limited to, leverage, short selling, global tactical asset allocation strategies, event-drive strategies and other related risks. The Fund’s risk of loss in each Portfolio Fund is limited to the value of the Fund’s interest in each Portfolio Fund as reported by the Fund.

 

Short sales involve the risk that the Fund will incur a loss by subsequently buying a security at a higher price than the price at which the Fund previously sold the security short. Any loss will be increased by the amount of compensation, interest or dividends, and transaction costs the Fund must pay to a lender of the security. In addition, because the Fund’s loss on a short sale stems from increases in the value of the security sold short, the extent of such loss, like the price of the security sold short, is theoretically unlimited. By contrast, the Fund’s loss on a long position arises from decreases in the value of the security held by the Fund and therefore is limited by the fact that a security’s value cannot drop below zero.

 

9.

Indemnifications

 

The Fund enters into contracts that contain a variety of indemnifications. The Fund’s maximum exposure under these arrangements is unknown. However, the Fund has not had prior claims or losses pursuant to these contracts and expects the risk of loss to be remote.

 

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21

 

 

Morgan Creek Global Equity Long/Short Institutional Fund

(A Delaware Statutory Trust)

 

Notes to Financial Statements (continued)
September 30, 2019 (Unaudited)

 

10.

Financial Highlights

 

The following summary represents per Share data, ratios to average net assets(a) and other financial highlights information for Class I Shareholders:

 

Class I

                                               

Per Share operating performance:

 

Six Months
Ended
September 30,
2019

   

Year Ended
March 31,
2019

   

Year Ended
March 31,
2018

   

Year Ended
March 31,
2017

   

Year Ended
March 31,
2016

   

Year Ended
March 31,
2015

 

Net asset value per Share, beginning of year/period

  $ 1,125.10     $ 1,177.30     $ 1,056.13     $ 1,018.28     $ 1,230.74     $ 1,131.66  
                                                 

Net investment income (loss) (b)

    (18.95 )     (32.41 )     (16.96 )     (15.81 )     (17.23 )     7.32  

Net realized and unrealized gain (loss) from investments and foreign currency

    (104.54 )     175.36       138.13       53.66       (152.80 )     138.27  

Net increase (decrease) resulting from operations

    (123.49 )     142.95       121.17       37.85       (170.03 )     145.59  
                                                 

Distributions in excess of investment income

          (195.15 )                 (42.43 )     (46.51 )
                                                 

Net asset value per Share, end of year/period

  $ 1,001.61     $ 1,125.10     $ 1,177.30     $ 1,056.13     $ 1,018.28     $ 1,230.74  
                                                 

Total return (c)

    (9.51 %)     15.50 %     11.47 %     3.72 %     (14.22 %)     13.09 %
                                                 

Ratio of total expenses to average net assets (d)(h)(i)

    4.27 %     3.78 %     2.38 %     2.02 %     1.86 %     1.95 %
                                                 

Ratio of total expenses after expense reimbursement and management fee reduction (d)(e)(i)(k)

    3.88 %     3.01 %     1.70 %     1.57 %     1.53 %     1.40 %
                                                 

Ratio of total expenses subject to expense reimbursement (d)(i)(k)

    N/A       N/A       1.35 %     1.35 %     1.35 %     1.35 %
                                                 

Ratio of net investment income (loss) to average net assets (f)(j)

    (3.49 %)     (2.82 %)     (1.54 %)     (1.53 %)     (1.48 %)     0.62 %
                                                 

Portfolio turnover (g)

    21.54 %     17.85 %     21.01 %     25.90 %     54.37 %     43.62 %
                                                 

Net assets, end of year/period (in 000’s)

  $ 24,989     $ 30,684     $ 48,530     $ 86,065     $ 116,941     $ 94,779  

 

(a)

Average net assets is calculated using the average net asset value of the class at the end of each month throughout the year. The impact of the De-Spoking Transaction is included in the net asset value of the class at June 30, 2014.

(b)

Calculated based on the average Shares outstanding methodology.

(c)

Total return assumes a subscription of a Share in the class at the beginning of the period indicated and a repurchase of a Share on the last day of the period, and assumes reinvestment of all distributions during the period when owning Shares of the class. Total return is not annualized for periods less than twelve months.

(d)

The ratio for the year ended March 31, 2015 includes expenses of the Fund prior to July 1, 2014 and does not include expenses of the Global Equity Long/Short Master Fund. Ratio is annualized for periods less than twelve months.

(e)

The Fund did not have management fee reductions prior to July 1, 2014.

(f)

The ratio for the year ended March 31, 2015 includes income and expenses of the Fund prior to July 1, 2014 and does not include expenses of the Global Equity Long/Short Master Fund. Ratio is annualized for periods less than twelve months.

(g)

The portfolio turnover rate reflects the investment activities of the Fund. Portfolio turnover rate is not annualized for periods less than twelve months.

(h)

Represents a percentage of expenses reimbursed per the prospectus.

(i)

Ratio does not reflect the Fund’s proportionate share of Portfolio Funds’ expenses.

(j)

Ratio does not reflect the Fund’s proportionate share of Portfolio Funds’ income and expenses.

(k)

Effective April 1, 2018, the Board approved eliminating the Expense Cap for the Class I Shares.

 

The above ratios and total return have been calculated for the Class I Shareholders taken as a whole. An individual Class I Shareholder’s ratios and total return may vary from these due to the timing of capital share transactions.

 

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Morgan Creek Global Equity Long/Short Institutional Fund

(A Delaware Statutory Trust)

 

Notes to Financial Statements (continued)
September 30, 2019 (Unaudited)

 

The following summary represents per Share data, ratios to average net assets(a) and other financial highlights information for Class A Shareholders:

 

Class A

                       

Per Share operating performance:

 

Six Months
Ended
September 30,
2019

   

Year Ended
March 31,
2019

   

Year Ended
March 31,
2018

 

Net asset value per Share, beginning of year/period

  $ 1,038.06     $ 1,105.35     $ 1,000.00  
                         

Net investment loss (b)

    (22.45 )     (39.55 )     (24.66 )

Net realized and unrealized gain (loss) from investments and foreign currency

    (95.41 )     162.11       130.01  

Net increase (decrease) in resulting from operations

    (117.86 )     122.56       105.35  
                         

Distributions in excess of investment income

          (189.85 )      
                         

Net asset value per Share, end of year/period

  $ 920.20     $ 1,038.06     $ 1,105.35  
                         

Total return (c)

    (10.54 %)     14.65 %     10.54 %
                         

Ratio of total expenses to average net assets (d)(f)(g)

    4.84 %     4.65 %     3.08 %
                         

Ratio of total expenses after expense reimbursement and management fee reduction (d)(g)(i)

    4.54 %     3.90 %     2.37 %
                         

Ratio of total expenses subject to expense reimbursement (g)(i)

    N/A       N/A       2.20 %
                         

Ratio of net investment loss to average net assets (d)(h)

    (4.21 %)     (3.73 %)     (2.22 %)
                         

Portfolio turnover (e)

    21.54 %     17.85 %     21.01 %
                         

Net assets, end of year/period (in 000’s)

  $ 210     $ 159     $ 158  

 

(a)

Average net assets is calculated using the average net asset value of the class at the end of each month throughout the year.

 

(b)

Calculated based on the average Shares outstanding methodology.

 

(c)

Total return assumes a subscription of a Share in the class at the beginning of the period indicated and a repurchase of a Share on the last day of the period, and assumes reinvestment of all distributions during the period when owning Shares of the class. Total return is not annualized for periods less than twelve months.

 

(d)

Ratio is annualized for periods less than twelve months.

 

(e)

The portfolio turnover rate reflects the investment activities of the Fund. Portfolio turnover rate is not annualized for periods less than twelve months.

 

(f)

Represents a percentage of expenses reimbursed per the prospectus.

 

(g)

Ratio does not reflect the Fund’s proportionate share of Portfolio Funds’ expenses.

 

(h)

Ratio does not reflect the Fund’s proportionate share of Portfolio Funds’ income and expenses.

 

(i)

Effective April 1, 2018, the Board approved eliminating the Expense Cap for the Class A Shares.

 

The above ratios and total return have been calculated for the Class A Shareholders taken as a whole. An individual Class A Shareholder’s ratios and total return may vary from these due to the timing of capital share transactions.

 

11.

Subsequent Events

 

Management has determined that there were no material events requiring additional disclosures in the financial statements through the date the financial statements were issued.

 

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Morgan Creek Global Equity Long/Short Institutional Fund

(A Delaware Statutory Trust)

 

Other Information (Unaudited)

 

Proxy Voting Policies and Procedures and Proxy Voting Record

 

A copy of (1) the Fund’s policies and procedures with respect to the voting of proxies relating to the Portfolio Funds and Securities; and (2) how the Fund voted proxies relating to Portfolio Funds and Securities during the most recent period ended September 30 is available without charge, upon request, by calling the Fund at 1-919-933-4004. This information is also available on the Securities and Exchange Commission’s website at http://www.sec.gov.

 

Quarterly Schedule of Investments

 

The Fund also files a complete Schedule of Investments with the Securities and Exchange Commission for the Fund’s first and third fiscal quarters on Form N-Q. The Fund’s Form N-Q are available on the Securities and Exchange Commission’s website at http://www.sec.gov. The Fund’s Form N-Q may be reviewed and copied at the Securities and Exchange Commission’s Public Reference Room in Washington, D.C. and information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330. Once filed, the most recent Form N-Q will be available without charge, upon request, by calling the Fund at 1-919-933-4004.

 

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Morgan Creek Global Equity Long/Short Institutional Fund

(A Delaware Statutory Trust)

 

 

Morgan Creek Global Equity Long/Short Institutional Fund

301 West Barbee Chapel Road, Suite 200

Chapel Hill, NC 27517

 

Trustees

William C. Blackman

Michael S. McDonald

Sean S. Moghavem

Mark W. Yusko

Joshua Tilley

 

Officers

Mark W. Yusko, President

Mark B. Vannoy, Treasurer

Taylor Thurman, Chief Compliance Officer

Taylor Thurman, Secretary

 

Advisor

Morgan Creek Capital Management, LLC

301 West Barbee Chapel Road, Suite 200

Chapel Hill, NC 27517

 

Administrator, Custodian, Fund Accounting Agent and Transfer Agent

State Street Bank and Trust Company

One Lincoln Street

Boston, MA 02111

 

Independent Registered Public Accounting Firm

Ernst & Young LLP

100 N. Tryon Street, Suite 3800

Charlotte, NC 28202

 

Legal Counsel

Thompson Hine LLP

1919 M Street, NW

Suite 700

Washington, D.C. 20036

 

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301 West Barbee Chapel Road

 

Suite 200

 

Chapel Hill, NC 27517

 

 

 

Item 2. Code of Ethics.

 

Not applicable.

 

Item 3. Audit Committee Financial Expert.

 

Not applicable.

 

Item 4. Principal Accountant Fees and Services.

 

Not applicable.

 

Item 5. Audit Committee of Listed Registrants.

 

Not applicable.

 

Item 6. Schedule of Investments.

 

(a)Schedule of Investments is included as part of Item 1.

 

(b)Not applicable.

 

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Investment Companies.

 

Not applicable.

 

Item 8. Portfolio Managers of Closed-End Management Investment Company.

 

(a)Not Applicable
(b)Not applicable.

 

Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

 

Not applicable.

 

Item 10. Submission of Matters to a Vote of Security Holders.

 

There have been no material changes to the procedures by which the shareholders may recommend nominees to the Registrant’s Board, where those changes were implemented after the Registrant last provided disclosure in response to the requirements of Item 407(c)(2)(iv) of Regulation S-K (17 C.F.R. 229.407) (as required by Item 22(b)(15) of Schedule 14A (17 C.F.R. 240.14a-101)), or this Item.

 

Item 11. Controls and Procedures.

 

(a) The Registrant’s principal executive and principal financial officers have concluded that the Registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the 1940 Act provide reasonable assurances that material information relating to the Registrant is made known to them by the appropriate persons, based on their evaluation of these controls and procedures, as of a date within 90 days of the filing date of this Form N-CSR.

 

 

 

(b) There were no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act) that occurred during the registrant’s second fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

 

Item 12. Disclosure of Securities Lending Activities for Closed End Management Investment Companies.

 

(a)Not applicable. The Fund did not engage in securities lending activity during the fiscal year ended March 31, 2019.

 

(b)Not applicable. The Fund did not engage in securities lending activity during the fiscal year ended March 31, 2019.

 

Item 13. Exhibits

 

(a)(1)Not Applicable.

 

(a)(2)The certifications required by Rule 30a-2 of the 1940 Act are attached hereto.

 

(a)(3)Not applicable.

 

(a)(4)Not Applicable.

 

(b)The certifications required by Rule 30a-2(b) of the 1940 Act and Section 906 of the Sarbanes-Oxley Act of 2002 are attached hereto.

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, and the Investment Company Act of 1940, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Morgan Creek Global Equity Long/Short Institutional Fund

 

By:/s/ Mark W. Yusko  
 Mark W. Yusko  
 Chairman, President and Trustee  
    
Date:November 25, 2019  

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, and the Investment Company Act of 1940, as amended, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

By: /s/ Mark W. Yusko  
  Mark W. Yusko  
  Chairman, President and Trustee  
     
Date: November 25, 2019  
     
By: /s/ Mark B. Vannoy  
  Mark B. Vannoy  
  Treasurer  
     
Date: November 25, 2019