0001144204-16-107069.txt : 20160606 0001144204-16-107069.hdr.sgml : 20160606 20160606162456 ACCESSION NUMBER: 0001144204-16-107069 CONFORMED SUBMISSION TYPE: N-CSR PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20160331 FILED AS OF DATE: 20160606 DATE AS OF CHANGE: 20160606 EFFECTIVENESS DATE: 20160606 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Excelsior Private Markets Fund II (TI), LLC CENTRAL INDEX KEY: 0001501377 IRS NUMBER: 273419387 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: N-CSR SEC ACT: 1940 Act SEC FILE NUMBER: 811-22475 FILM NUMBER: 161698810 BUSINESS ADDRESS: STREET 1: 100 FEDERAL STREET CITY: BOSTON STATE: MA ZIP: 02110 BUSINESS PHONE: 866-921-7951 MAIL ADDRESS: STREET 1: 100 FEDERAL STREET CITY: BOSTON STATE: MA ZIP: 02110 FORMER COMPANY: FORMER CONFORMED NAME: Excelsior Global Private Markets Fund II (TI), LLC DATE OF NAME CHANGE: 20100914 N-CSR 1 v441628_ncsr.htm N-CSR

 

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 811-22475

 

Excelsior Private Markets Fund II (TI), LLC

 

(Exact name of registrant as specified in charter)

  

325 North Saint Paul Street, 49th Floor 

Dallas, TX 75201

 

(Address of principal executive offices) (Zip code)

 

Robert Conti, Chief Executive Officer and President

Excelsior Private Markets Fund II (TI), LLC

c/o Neuberger Berman Management, LLC

605 Third Avenue, 2nd Floor

New York, NY 10158-0180

 

(Name and address of agent for service)

  

Registrant’s telephone number, including area code: 1-212-476-8800

 

Date of fiscal year end: March 31

 

Date of reporting period: March 31, 2016

  

Form N-CSR is to be used by management investment companies to file reports with the Commission not later than 10 days after the transmission to stockholders of any report that is required to be transmitted to stockholders under Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may use the information provided on Form N-CSR in its regulatory, disclosure review, inspection, and policymaking roles.

 

A registrant is required to disclose the information specified by Form N-CSR, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-CSR unless the Form displays a currently valid Office of Management and Budget ("OMB") control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. Section 3507.

 

 

   

 

 

 

Item 1. Reports to Stockholders.

 

 

Excelsior Private Markets Fund II (TI), LLC

 

Financial Statements

 

For the year ended March 31, 2016

 

 

 

 

 

Excelsior Private Markets Fund II (TI), LLC  
Year ended March 31, 2016  
Index Page No.
   
FINANCIAL INFORMATION (Audited)  
   
Statement of Assets, Liabilities and Members’ Equity – Net Assets 1
   
Statement of Operations 2
   
Statements of Changes in Members’ Equity – Net Assets 3
   
Statement of Cash Flows 4
   
Financial Highlights 5
   
Notes to Financial Statements 6 - 13
   
Report of the Independent Registered Public Accounting Firm 14
   
ADDITIONAL INFORMATION (Unaudited)  
   
Proxy Voting and Form N-Q 15
   
Board of Managers of the TI Fund 16
   
Officers of the TI Fund 17 - 19
   
Excelsior Private Markets Fund II (Master), LLC Financial Statements (Audited) 20 - 45

 

 

 

 

Excelsior Private Markets Fund II (TI), LLC
Statement of Assets, Liabilities and Members’ Equity – Net Assets
As of March 31, 2016

 

Assets     
      
Investment in the Company, at fair value  $44,805,902 
Cash and cash equivalents   531,683 
Prepaid insurance   11,881 
Other assets   8 
      
Total Assets  $45,349,474 
      
Liabilities     
      
Management fee payable  $71,911 
Audit fee payable   6,700 
Administration service fee payable   4,875 
Custody fees payable   761 
Other payables   934 
      
Total Liabilities   85,181 
      
Commitments and contingencies (see Note 4)     
      
Members’ Equity - Net Assets  $45,264,293 
      
Members’ Equity - Net Assets consists of:     
Members’ capital paid-in  $39,763,334 
Members’ capital distributed   (6,024,748)
Accumulated net investment loss   (4,566,745)
Accumulated realized gain on investment in the Company   6,881,766 
Accumulated net unrealized appreciation on investment in the Company   9,210,686 
      
Total Members’ Equity - Net Assets  $45,264,293 
      
Units of Membership Interests outstanding (unlimited units authorized)   45,399.78 
Net Asset Value Per Unit  $997.02 

 

The accompanying notes and attached financial statements of Excelsior Private Markets Fund II (Master), LLC are an integral part of these financial statements.

 

 1 

 

  

Excelsior Private Markets Fund II (TI), LLC
Statement of Operations
Year ended March 31, 2016

 

Net Investment Loss Allocated from the Company:     
      
Interest income  $64 
Expenses   (751,555)
      
Total Net Investment Loss Allocated from the Company   (751,491)
      
Fund Income:     
Interest income   65 
      
Total Fund Income   65 
      
Fund Expenses:     
      
Management fee   290,335 
Insurance expense   25,357 
Administration service fees   19,500 
Custody fees   9,124 
Audit fees   6,870 
Legal fees   4,136 
Other fees   4,092 
      
Total Fund Expenses   359,414 
      
Net Investment Loss   (1,110,840)
      
Net Realized and Change in Unrealized Gain on Investment in the Company (Note 2)     
      
Net realized gain on investment in the Company   1,912,681 
Net change in unrealized appreciation on investment in the Company   1,543,715 
      
Net Realized and Change in Unrealized Gain on Investment in the Company   3,456,396 
      
Net Increase in Members’ Equity – Net Assets Resulting from Operations  $2,345,556 

 

The accompanying notes and attached financial statements of Excelsior Private Markets Fund II (Master), LLC are an integral part of these financial statements.

 

 2 

 

  

Excelsior Private Markets Fund II (TI), LLC
Statements of Changes in Members’ Equity – Net Asset

 

For the year ended March 31, 2015

 

   Members’ Capital   Investment Adviser   Total 
Members’ committed capital  $59,645,000   $602,475   $60,247,475 
                
Members’ capital at April 1, 2014  $26,007,370   $262,701   $26,270,071 
Capital contributions   4,771,600    48,198    4,819,798 
Net investment loss   (1,124,316)   (11,357)   (1,135,673)
Net realized gain on investment in the Company   2,474,344    24,993    2,499,337 
Net change in unrealized appreciation on investment in the Company   2,010,251    20,306    2,030,557 
Net change in incentive carried interest   (126,370)   126,370    - 
Members’ capital at March 31, 2015  $34,012,879   $471,211   $34,484,090 

 

For the year ended March 31, 2016

 

   Members’ Capital   Investment Adviser   Total 
Members’ committed capital  $60,247,475   $-   $60,247,475 
                
Members’ capital at April 1, 2015  $34,012,879   $471,211   $34,484,090 
Capital contributions   8,386,449    48,198    8,434,647 
Net investment loss   (1,108,148)   (2,692)   (1,110,840)
Net realized gain on investment in the Company   1,907,071    5,610    1,912,681 
Net change in unrealized appreciation on investment in the Company   1,527,790    15,925    1,543,715 
Net change in incentive carried interest   (13,121)   13,121    - 
Transfer in/(out)   411,882    (411,882)   - 
Members’ capital at March 31, 2016  $45,124,802   $139,491   $45,264,293 

 

The accompanying notes and attached financial statements of Excelsior Private Markets Fund II (Master), LLC are an integral part of these financial statements.

 

 3 

 

 

Excelsior Private Markets Fund II (TI), LLC
Statement of Cash Flows
Year ended March 31, 2016

 

CASH FLOWS FROM OPERATING ACTIVITIES     
      
Net change in Members’ Equity – Net Assets resulting from operations  $2,345,556 
Adjustments to reconcile net change in Members’ Equity – Net Assets resulting from operations to net cash used in operating activities:     
Contributions to the Company   (7,530,935)
Change in fair value of investment in the Company   (2,704,905)
Changes in assets and liabilities related to operations     
(Increase) decrease in insurance   (6,854)
(Increase) decrease in other assets   (6)
Increase (decrease) in management fee payable   (652)
Increase (decrease) in audit fee payable   (888)
Increase (decrease) in administration fee payable   (4,875)
Increase (decrease) in other payables   (3,831)
Increase (decrease) in legal fees payable   (2,527)
      
Net cash provided by (used in) operating activities   (7,909,917)
      
CASH FLOWS FROM FINANCING ACTIVITIES     
      
Proceeds from Members’ capital contributions   8,434,647 
      
Net cash provided by (used in) financing activities   8,434,647 
      
Net change in cash and cash equivalents   524,730 
Cash and cash equivalents at beginning of year   6,953 
      
Cash and cash equivalents at end of year  $531,683 

 

The accompanying notes and attached financial statements of Excelsior Private Markets Fund II (Master), LLC are an integral part of these financial statements.

 

 4 

 

 

Excelsior Private Markets Fund II (TI), LLC
Financial Highlights

 

   For the year ended
March 31, 2016
   For the year ended
March 31, 2015
   For the year ended
March 31, 2014
   For the year ended
March 31, 2013
   Period from the
Commencement of
Operations
(August 10, 2011)
through
March 31, 2012
 
Per Unit Operating Performance (1)                         
                          
NET ASSET VALUE, BEGINNING OF PERIOD (2)  $941.07   $844.73   $715.98   $966.62   $1,000.00 
INCOME FROM INVESTMENT OPERATIONS:                         
Net investment loss   (25.90)   (32.29)   (40.70)   (15.51)   (135.15)
Net realized and change in unrealized gain on investment in the Company   81.85    128.63    169.45    67.56    101.77 
Net increase/(decrease) in net assets resulting from operations   55.95    96.34    128.75    52.05    (33.38)
                          
DISTRIBUTIONS TO MEMBERS:                         
Net change in Members’ Equity - Net Assets due to distributions to Members   -    -    -    (302.69)   - 
NET ASSET VALUE, END OF PERIOD  $997.02   $941.07   $844.73   $715.98   $966.62 
TOTAL NET ASSET VALUE RETURN (1), (3), (4)   5.94%   11.40%   17.98%   4.55%   7.96%
                          
RATIOS AND SUPPLEMENTAL DATA:                         
Members’ Equity - Net Assets, end of period in thousands (000's)  $45,264   $34,484   $26,270   $18,441   $17,188 
Ratios to average Members’ Equity - Net Assets: (5)                         
Expenses excluding incentive carried interest   2.73%   3.70%   5.29%   4.00%   6.48%
Net change in incentive carried interest   0.03%   0.42%   -    -    - 
Expenses including incentive carried interest   2.76%   4.12%   5.29%   4.00%   6.48%
Net investment loss excluding incentive carried interest   (2.73)%   (3.70)%   (5.29)%   (4.00)%   (6.48)%
                          
INTERNAL RATES OF RETURN:                         
Internal Rate of Return before incentive carried interest, including expenses (6)   10.78%   12.97%   13.79%   10.50%   26.87%
Internal Rate of Return after incentive carried interest, including expenses (6)   10.67%   12.81%   13.79%   10.50%   26.87%

 

(1)Selected data for a unit of Membership Interest outstanding throughout each period.
(2)The net asset value for the period ended March 31, 2012, represents the initial contribution per unit of $1,000.  The initial net asset value per unit of $1,000 was adjusted for the subsequent contributions made at a per unit value of $891.67, $720.58, $761.92, $799.62, $823.74, $844.73, $871.19, $891.07, $941.07, $987.61, $972.57, and $989.99.
(3)Total investment return, based on per unit net asset value, reflects the changes in net asset value based on the effects of organizational costs, the performance of the TI Fund during the period and assumes distributions, if any, were reinvested.  The TI Fund’s units are not traded in any market; therefore, the market value total investment return is not calculated.
(4)Total investment returns is calculated for the TI Fund taken as a whole.  Total investment return is calculated using a commitment-weighted rate of return methodology based on the timing of closings during the year ended March 31, 2013 and the period from the commencement of operations (August 10, 2011) through March 31, 2012 as it more appropriately reflects the return of the TI Fund taken as a whole.  As a result, an individual Member’s return may vary from these returns and ratios based on the timing of their capital transactions.
(5)Ratios include expenses allocated from the Company.
(6)The Internal Rate of Return is computed based on the actual dates of the cash inflows (capital contributions), outflows (capital and stock distributions), and the ending net assets before and after incentive carried interest at the end of the period (residual value) as of each measurement date, excluding the cash flows and net assets of MLAI. For the period ended March 31, 2012, the internal rate of return is based on a very limited operating period and, as such, may not be meaningful.

 

The accompanying notes and attached financial statements of Excelsior Private Markets Fund II (Master), LLC are an integral part of these financial statements. 

 

 5 

 

 

Excelsior Private Markets Fund II (TI), LLC
Notes to Financial Statements
March 31, 2016

 

1. Organization

 

Excelsior Private Markets Fund II (TI), LLC (the “TI Fund”) is a non-diversified, closed-end management investment company registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”). The TI Fund was organized as a Delaware limited liability company on September 8, 2010. The TI Fund commenced operations on August 10, 2011. The duration of the TI Fund is ten years from the final subscription closing date (the “Final Closing”), which occurred on July 1, 2012, subject to two two-year extensions which may be approved by the Board of Managers of the TI Fund (the “Board” or the “Board of Managers”). Thereafter, the term of the TI Fund may be extended by majority interest of its Members as defined in the TI Fund’s limited liability company agreement (the “LLC Agreement”).

 

The TI Fund’s investment objective is to provide attractive long-term returns. The TI Fund pursues its investment objective by investing substantially all of its assets in Excelsior Private Markets Fund II (Master), LLC (the “Company”). The Company seeks to achieve its objective primarily by investing in private equity funds and other collective investment vehicles or accounts (the “Portfolio Funds”). Neither the Company, the TI Fund, nor the Investment Adviser (as defined below) guarantees any level of return or risk on investments and there can be no assurance that the Company or the TI Fund will achieve its investment objective. The Portfolio Funds are not registered as investment companies under the Investment Company Act.

 

The financial statements of the Company, including the Company’s Schedule of Investments, are attached to this report and should be read in conjunction with the TI Fund’s financial statements. The percentage of the Company’s members’ contributed capital owned by the TI Fund at March 31, 2016 was approximately 40.18%.

 

Effective August 14, 2015, Merrill Lynch Alternative Investments LLC (“MLAI”), a subsidiary of Bank of America, N.A. that served as the TI Fund’s prior investment adviser, completed a transaction whereby it transferred its management rights to certain funds, including the TI Fund, to certain subsidiaries of Neuberger Berman Group LLC (“NB”). Upon the close of this transaction, the Fund’s former investment advisory agreement with MLAI terminated in accordance with its terms and as required under the Investment Company Act, and Neuberger Berman Management LLC (“NBM”) became the TI Fund’s investment manager and NB Alternatives Advisers LLC (“NBAA” or “Sub-Adviser”) became the TI Fund’s sub-adviser. An Investment Advisory Agreement between the TI Fund and NBM and a Sub-Advisory Agreement between NBM and NBAA with respect to the TI Fund were approved by Members of the TI Fund at a special meeting held for that purpose on August 14, 2015. Six individuals, formerly of MLAI, joined NB in a similar capacity. MLAI’s investment of approximately 1% of the TI Fund’s net assets was transferred to a NB affiliate and is now a Member of the Fund. Effective December 31, 2015, NBM reorganized into its affiliate Neuberger Berman Investment Advisers LLC (“NBIA” or “Investment Adviser”). The transfer of the Investment Advisory Agreement from NBM to NBIA was approved by the TI Fund’s Board of Managers on December 18, 2015. NBIA and NBAA are now responsible for the management and operations of the TI Fund, subject to the oversight of the Board of Managers.

 

 6 

 

 

Excelsior Private Markets Fund II (TI), LLC
Notes to Financial Statements
March 31, 2016

  

Until December 31, 2013, BACA served as investment adviser of the Company and provided management services to the TI Fund. Effective December 31, 2013, Bank of America Capital Advisors LLC (“BACA”) reorganized into its affiliate, MLAI. MLAI assumed all responsibilities for serving as the investment adviser of the TI Fund under the terms of the investment advisory agreement between BACA and the TI Fund. The transfer of the Advisory Agreement from BACA to MLAI was approved by the TI Fund’s Board of Managers on November 25, 2013.

 

The Board has overall responsibility to manage and supervise the operation of the TI Fund, including the exclusive authority to oversee and to establish policies regarding the management, conduct, and operation of the TI Fund. The Board exercises the same powers, authority and responsibilities on behalf of the TI Fund as are customarily exercised by directors of a typical investment company registered under the Investment Company Act organized as a corporation. The Board engaged the Investment Adviser and Sub-Adviser to manage the day-to-day operations of the TI Fund.

 

2. Significant Accounting Policies and Recent Accounting Pronouncements

 

The Fund meets the definition of an investment company and follows the accounting and reporting guidance as issued through Accounting Standards Codification (“ASC”) 946, Financial Services – Investment Companies.

 

A. Basis of Accounting

The TI Fund’s policy is to prepare its financial statements on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Consequently, income and the related assets are recognized when earned, and expenses and the related liabilities are recognized when incurred. The following is a summary of significant accounting policies followed by the TI Fund in the preparation of its financial statements.

 

B. Recent Accounting Pronouncements

In May 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2015-7, Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent), modifying FASB ASC Topic 820: Fair Value Measurement (“ASC 820”). Under the modifications, investments eligible to be measured at fair value using net asset value (“NAV”) per share as a practical expedient are no longer included in the fair value hierarchy. ASU 2015-7 is effective for fiscal years beginning on or after December 15, 2015, and interim periods within those annual periods. Early application is permitted. The adoption of ASU 2015-07 is not expected to have material impact on the TI Fund’s financial statements.

 

 7 

 

  

Excelsior Private Markets Fund II (TI), LLC
Notes to Financial Statements
March 31, 2016

 

C. Valuation of Investments

The TI Fund records its investment in the Company at fair value. The NAV of the TI Fund is determined by the Sub-Adviser as of the last business day of each fiscal quarter after the Company has received reports from the Portfolio Funds related to that quarter and at such other times as deemed appropriate by the valuation committee of the Board on the advice of the Sub-Adviser, as valuation agent, in accordance with the valuation principles set forth below, or as may be determined from time to time, pursuant to valuation procedures established by the Board. Pursuant to the valuation procedures, the Board has delegated to the Sub-Adviser the general responsibility for valuation of the investments in the Portfolio Funds subject to the oversight of the Board. The value of the TI Fund’s investment in the Company reflects the TI Fund’s proportionate interest in the total members’ contributed capital of the Company at March 31, 2016. Valuation of the investments held by the Company is discussed in Note 2 of the Company's financial statements, attached to these financial statements.

 

D. Cash and Cash Equivalents

Cash and cash equivalents consist primarily of cash and short term investments which are readily convertible into cash and have an original maturity of three months or less. At March 31, 2016, the TI Fund did not hold any cash equivalents. UMB Bank N.A. serves as the TI Fund's custodian.

 

E. Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of these financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates and the differences could be material.

 

F. Investment Gains and Losses

The TI Fund records its share of the Company’s investment income, expenses, and realized and unrealized gains and losses in proportion to the TI Fund’s aggregate commitment to the Company. The Company’s income and expense recognition policies are discussed in Note 2 of the Company’s financial statements, attached to these financial statements.

 

G. Income Taxes

The TI Fund is a limited liability company that is treated as a partnership for tax reporting. Tax basis income and losses are passed through to Members and, accordingly, there is no provision for income taxes reflected in these financial statements. The TI Fund has a tax year end of December 31.

 

Differences arise in the computation of Members’ capital for financial reporting in accordance with GAAP and Members’ capital for federal and state income tax reporting. These differences are primarily due to the fact that unrealized gains and losses are allocated for financial reporting purposes and are not allocated for federal and state income tax reporting purposes.

 

The cost of the TI Fund’s investment in the Company for federal income tax purposes is based on amounts reported to the TI Fund on Schedule K-1 from the Company. Based on the amounts reported to the TI Fund on Schedule K-1 as of December 31, 2014, and after adjustment for purchases and sales between December 31, 2014 and March 31, 2016, the estimated cost of the TI Fund’s investment in the Company at March 31, 2016, for federal income tax purposes aggregated $32,027,189. The net and gross unrealized appreciation for federal income tax purposes on the TI Fund's investment in the Company was estimated to be $12,778,713.

 

 8 

 

 

Excelsior Private Markets Fund II (TI), LLC
Notes to Financial Statements
March 31, 2016

 

The TI Fund files tax returns as prescribed by the tax laws of the jurisdictions in which it operates. In the normal course of business, the TI Fund is subject to examination by federal, state, local and foreign jurisdictions, where applicable. As of December 31, 2015, the tax years that remain subject to examination by the major tax jurisdictions under the statute of limitations is from the year 2012 forward (with limited exceptions). FASB ASC 740-10 “Income Taxes” requires the Sub-Adviser to determine whether a tax position of the TI Fund is more likely than not to be sustained upon examination by taxing authorities, based on the technical merits of the position. For tax positions meeting the more likely than not threshold, the tax amount recognized in these financial statements is reduced by the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement with the relevant taxing authority. The Sub-Adviser has reviewed the TI Fund’s tax positions for the open tax year and has concluded that no provision for taxes is required in the TI Fund’s financial statements for the year ended March 31, 2016. The TI Fund recognizes interest and penalties, if any, related to unrecognized tax liabilities as income tax expense in the Statement of Operations. During the year ended March 31, 2016, the TI Fund did not incur any interest or penalties.

 

H. Contribution Policy

Capital contributions will be credited to Members’ capital accounts and units will be issued when paid. Capital contributions will be determined based on a percentage of commitments. During the year ended March 31, 2016 and 2015, the TI Fund issued 8,756.28 and 5,544.89 units, respectively.

 

I. Distribution Policy

Distributions will be made of available cash (net of reserves that the Board deems reasonable) or other net investment proceeds to Members at such times and in such amounts as determined by the Board of Managers in its sole discretion and in accordance with Members’ respective percentage interests, as defined in the LLC Agreement. Distributions from the TI Fund are made in the following priority:

 

(a) First, to Members of the TI Fund until they have received a 125% return of all drawn commitments; and

 

(b) Then, a 95% - 5% split between the Members and the Investment Adviser, respectively. The Investment Adviser was not eligible to collect any of the Incentive Carried Interest (as defined below) that it may have earned until after the fourth anniversary of the Final Closing.

 

J. Restrictions on Transfers

Interests of the TI Fund (“Interests”) are generally not transferable. No Member may assign, sell, transfer, pledge, hypothecate or otherwise dispose of any of its Interests without the prior written consent of the Board, which may be granted or withheld in the Board’s sole discretion, and in compliance with applicable securities and tax laws.

 

 9 

 

 

Excelsior Private Markets Fund II (TI), LLC
Notes to Financial Statements
March 31, 2016

 

K. Fund Expenses

The Fund bears its own expenses and, indirectly bears a pro rata portion of the Company’s expenses incurred in the course of business on an accrual basis, including, but not limited to, the following: Management Fees (as defined herein); legal fees; administration; auditing; tax preparation fees; custodial fees; costs of insurance; and registration expenses.

 

L. Incentive Carried Interest

Incentive carried interest (the “Incentive Carried Interest”) is not earned by the Investment Adviser until 125% of all drawn capital commitments are returned to the Members. After a 125% return of all drawn commitments has been made, all future distributions will be split 95% to Members pro rata in accordance with their respective capital contributions and 5% to the Investment Adviser. The Investment Adviser is not eligible to collect any of the Incentive Carried Interest that it may have earned until after July 1, 2016, the fourth anniversary of the Final Closing (the anticipated timeframe in which all, or substantially all, of the commitments that the TI Fund intends to invest will have been drawn). Incentive Carried Interest is accrued based on the net asset value of the TI Fund at each quarter-end as an allocation of profits, to the extent there is an amount to be accrued. The Statement of Changes in Members’ Equity – Net Assets discloses the amount payable and paid to the Investment Adviser in the period in which it occurs. At March 31, 2016 and 2015, the accrued and unpaid Incentive Carried Interest was $139,491 and $126,370, respectively.

 

3. Advisory Fee, Management Fee, Administration Fee and Related Party Transactions

 

The Investment Adviser provides investment advisory services to the Company and incurs research, travel and other expenses related to the selection and monitoring of Portfolio Funds. Further, the Investment Adviser provides certain management and administrative services to the TI Fund, including providing office space and other support services, maintaining files and records, and preparing and filing various regulatory materials. In consideration of the advisory and other services provided by the Investment Adviser, the Company pays the Investment Adviser an investment advisory fee (the “Advisory Fee”) quarterly in arrears at the annual rate of 1.0% as follows: (i) during the period from the initial closing until the fifth anniversary of the Final Closing, based on the total capital commitments (the “Underlying Commitments”) entered into by the Company with respect to investments in the Portfolio Funds; and (ii) beginning on the fifth anniversary of the Final Closing and thereafter, based on the net asset value of the Company. For the year ended March 31, 2016, the Company incurred Advisory Fees totaling $1,445,194, of which $580,679 was allocated to the TI Fund.

 

 10 

 

 

Excelsior Private Markets Fund II (TI), LLC
Notes to Financial Statements
March 31, 2016

 

In consideration for the services provided under the Management Agreement, the TI Fund pays the Investment Adviser a management fee (the “Management Fee”) quarterly in arrears at the annual rate of 0.50% as follows: (i) during the period from the initial closing until the fifth anniversary of the Final Closing, based on the Underlying Commitments attributable to the TI Fund (based on the TI Fund’s commitments to the Company relative to those of the Feeder Funds invested in the Company) and (ii) beginning on the fifth anniversary of the Final Closing and thereafter, based on the net asset value of the Company. For the year ended March 31, 2016, the TI Fund incurred Management Fees totaling $290,335.

The Investment Adviser has voluntarily reduced its Advisory Fee and/or Management Fee to the extent necessary to ensure that the combined Advisory Fee and Management Fee paid does not exceed the amount that would have been paid using the annual rate of 1.5% of total commitments from Members, measured over the life of the TI Fund. Any such fee reduction will not, however, impact the Investment Adviser’s right to receive Incentive Carried Interest, if any.

 

Certain general and administrative expenses, such as occupancy and personnel costs, are borne by the Investment Adviser and are not reflected in these financial statements.

 

Pursuant to an Administrative and Accounting Services Agreement, the TI Fund retains UMB Fund Services, Inc. (the “Administrator”), a subsidiary of UMB Financial Corporation, to provide administration, accounting, tax preparation, and investor services to the TI Fund. In consideration for these services, the TI Fund pays the Administrator a fixed fee of $4,875 per calendar quarter. For the year ended March 31, 2016, the TI Fund incurred administration fees totaling $19,500.

 

The Board consists of six managers, each of whom is not an “interested person” of the TI Fund as defined by Section 2(a)(19) of the Investment Company Act (the “Independent Managers”). Effective January 1, 2016, the Independent Managers are each paid an annual retainer of $35,000. Until December 31, 2015, the Independent Managers were each paid an annual retainer of $40,000. Compensation to the Board is paid and expensed by the Company on a quarterly basis. The Independent Managers are also reimbursed for out of pocket expenses in connection with providing their services. For the year ended March 31, 2016, the Company incurred $218,478 in Independent Managers’ fees, of which $87,784 was allocated to the TI Fund.

 

An “affiliated person” (as defined in the Investment Company Act) of another person means (i) any person directly or indirectly owning, controlling, or holding with power to vote, 5 percent or more of the outstanding voting securities of such other person; (ii) any person 5 percent or more of whose outstanding voting securities are directly or indirectly owned, controlled, or held with power to vote, by such other person; (iii) any person directly or indirectly controlling, controlled by, or under common control with, such other person; (iv) any officer, director, partner, copartner, or employee of such other person; (v) if such other person is an investment company, any investment adviser thereof or any member of an advisory board thereof; and (vi) if such other person is an unincorporated investment company not having a board of directors, the depositor thereof. As of March 31, 2016, two Members had ownership of approximately 41.50% and 5.31% of the TI Fund’s total commitments and are deemed “affiliated members” (the “Affiliated Members”). The affiliation between the Affiliated Members and the TI Fund is based solely on the commitments made and percentage ownership.

 

 11 

 

  

Excelsior Private Markets Fund II (TI), LLC
Notes to Financial Statements
March 31, 2016

 

4. Capital Commitments from Members

 

At March 31, 2016 and 2015, capital commitments from Members totaled $60,247,475. Capital contributions received by the TI Fund with regard to satisfying Member commitments totaled $39,763,333 and $31,328,687, respectively, which represents approximately 66% and 52% of committed capital at March 31, 2016 and 2015, respectively. As of March 31, 2016, the TI Fund had distributed $6,024,748, of which $4,819,798 is recallable.

 

5. Allocations of Capital and Net Profits or Net Losses to Members

 

The net profits or net losses of the TI Fund are allocated to Members in a manner that takes into account the amount of cash that would be distributed based upon a hypothetical liquidation, such that it would follow the distributions outlined in Note 2.H.

 

6. Indemnifications

 

In the normal course of business, the TI Fund enters into contracts that provide general indemnifications. The TI Fund’s maximum exposure under these agreements is dependent on future claims that may be made against the TI Fund, and therefore cannot be determined; however, based on the Investment Adviser’s experience, the risk of loss from such claims is considered remote.

 

7. Concentrations of Market, Credit, Liquidity, Industry, Currency and Capital Call Risk

 

Due to the inherent uncertainty of valuations, estimated values may differ significantly from the values that would have been used had a ready market for the securities existed, and the difference could be material. The Company’s investments are subject, directly or indirectly, to various risk factors including market, credit, industry, currency and capital call risk. Certain investments are made internationally, which may subject the investments to additional risks resulting from political or economic conditions in such countries or regions and the possible imposition of adverse governmental laws or currency exchange restrictions affecting such countries or regions. Market risk represents the potential loss in value of financial instruments caused by movements in market variables, such as interest and foreign exchange rates and equity prices. The Company may have a concentration of investments, as permitted by its registration statement, in a particular industry or sector. Investment performance of the sector may have a significant impact on the performance of the Company. The Company’s investments are also subject to the risk associated with investing in private equity securities. The investments in private equity securities are illiquid, can be subject to various restrictions on resale, and there can be no assurance that the Company will be able to realize the value of such investments in a timely manner, if at all.

 

The Company believes that its liquidity and capital resources are adequate to satisfy its operational needs as well as the continuation of its investment program.

 

 12 

 

 

Excelsior Private Markets Fund II (TI), LLC
Notes to Financial Statements
March 31, 2016

 

This portfolio strategy presents a high degree of business and financial risk due to the nature of underlying companies in which the Portfolio Funds invest, which may include entities with little operating history, minimal capitalization, operations in new or developing industries, and concentration of investments in one industry or geographical area.

 

The Portfolio Fund assets may become investments in publicly traded securities through initial public offerings and acquisitions by public companies. These securities may be subject to restrictions, which may prevent the immediate resale of these securities by the Portfolio Funds. These securities may be subject to substantial market volatility which could impact the Portfolio Funds’ valuations.

 

The Portfolio Funds may invest in certain financial instruments which may contain varying degrees of off balance sheet credit, interest and market risks. As a result, the TI Fund, through its investment in the Company, may be subject indirectly to such risks through its investment in the Portfolio Funds. However, due to the nature of the Company’s investments in Portfolio Funds, such risks are limited to the Company’s capital balance in each such Portfolio Fund.

 

If the Company defaults on its commitment or fails to satisfy capital calls, it will be subject to significant penalties, including the complete forfeiture of the Company’s investment in the Portfolio Fund. This may impair the ability of the Company to pursue its investment program, force the Company to borrow or otherwise impair the value of the Company’s investments (including the complete devaluation of the Company). In addition, defaults by Members on their commitments to the TI Fund, may cause the Company to, in turn, default on its commitment to a Portfolio Fund. In this case, the Company, and especially the non-defaulting Members, will bear the penalties of such default as outlined above. While the Investment Adviser has taken steps to mitigate this risk, there is no guarantee that such measures will be sufficient or successful.

 

8. Subsequent Events

 

On May 16, 2016, the TI Fund called 3% of Members’ commitments.

 

The TI Fund has evaluated all events subsequent to the balance sheet date of March 31, 2016, through the date these financial statements were available to be issued and has determined that no further subsequent events require disclosure.

 

 13 

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Managers and Members of

Excelsior Private Markets Fund II (TI), LLC

 

We have audited the accompanying statement of Assets, Liabilities and Members’ Equity - Net Assets of Excelsior Private Markets Fund II (TI), LLC (the “Company”), as of March 31, 2016, and the related Statements of Operations, Changes in Members’ Equity – Net Assets, Cash Flows, and the Financial Highlights for the year then ended. These financial statements and financial highlights are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audit. The Statement of Changes in Members’ Equity – Net Assets for the year ended March 31, 2015 and the Financial Highlights for each of the three years in the period ended March 31, 2015 and for the period August 10, 2011 (commencement of operations) through March 31, 2012, were audited by other auditors, and in their opinion dated May 29, 2015, the other auditors expressed an unqualified opinion on such financial statement and financial highlights.

 

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

 

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of the Company, as of March 31, 2016, and the results of its operations, the changes in its members’ equity - net assets, its cash flows, and the financial highlights for the year ended March 31, 2016, in conformity with accounting principles generally accepted in the United States of America.

 

 

Philadelphia, Pennsylvania

May 27, 2016

 

 14 

 

  

Excelsior Private Markets Fund II (TI), LLC
Additional Information (Unaudited)
March 31, 2016

 

Proxy Voting and Form N-Q

 

A description of the TI Fund’s policies and procedures used to determine how to vote proxies relating to the TI Fund’s portfolio securities, as well as information regarding proxy votes cast by the TI Fund (if any) during the most recent twelve month period ended June 30, is available without charge, upon request, by calling the TI Fund at 212-476-8800 or on the website of the Securities and Exchange Commission (the “SEC”) at http://www.sec.gov. The TI Fund did not receive any proxy solicitations during the year ended March 31, 2016.

 

The TI Fund files a complete schedule of portfolio holdings with the SEC within sixty days after the end of the first and third fiscal quarters of each year on Form N-Q. The TI Fund’s Forms NQ (i) are available at http://www.sec.gov, and (ii) may be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C. (the information regarding operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330), and (iii) may be obtained at no charge by calling the TI Fund at 212-476-8800.

 

 15 

 

 

Excelsior Private Markets Fund II (TI), LLC
Board of Managers (Unaudited)
March 31, 2016

 

Information pertaining to the Board of Managers of the Company is set forth below.

 

Name, Address and Age Position(s)
Held with the
Company
Term of Office
and Length of
Time Served
Principal Occupation During Past Five Years and Other
Directorships Held Outside of the Fund Complex
Number of
Portfolios in Fund
Complex Overseen
by Manager*
         
Disinterested Managers
         
Virginia G. Breen
325 North Saint Paul St., 49th Floor
Dallas, TX 75201
(Born 1964)
Manager Term Indefinite; Length- since inception Partner, Chelsea Partners (7/11 to present); Partner, Sienna Ventures (2003 to 12/11); Partner, Blue Rock Capital (8/95 to 12/11); Director, Modus Link Global Solutions, Inc. (4/01 to 12/13); Director of Jones Lang LaSalle Property Trust, Inc.; Manager, UBs A&Q Registered Fund Complex (8 funds), and Director, Calamos Fund Complex (27 funds). 8
         
Alan Brott
325 North Saint Paul St., 49th Floor
Dallas, TX 75201
(Born 1943)
Manager Term Indefinite; Length- since August 2015 Consultant (since 10/91); Associate Professor, Columbia University (since 2000); Former Partner of Ernst & Young; Director, Grosvenor RegisteredMulti-Strategy Master Fund, LLC, Grosvenor Registered Multi-Strategy Fund (TI 1), LLC, Grosvenor Registered Multi-Strategy Fund (TI 2), LLC, and Grosvenor Registered Multi-Strategy Fund (W), LLC, and a director of Stone Harbor Investment Funds (5 funds), Emerging Markets Income Fund and Stone Harbor Emerging Markets Total Income Fund. 9
         
Victor F. Imbimbo, Jr.
325 North Saint Paul St., 49th Floor
Dallas, TX 75201
(Born 1952)
Manager Term Indefinite; Length- since August 2015 President and CEO of Caring Today, LLC, leading information and support resource for the family caregiver market; Former President for North America TBWA\World Health, a division of TBWA Worldwide, and Executive Vice President of TBWA\New York; Manager, Man FRM Alternative Multi-Strategy Fund LLC. 9
         
Thomas F. McDevitt
325 North Saint Paul St. 49th Floor
Dallas, TX 75201
(Born 1956)
Manager Term Indefinite; Length- since inception Managing Partner of Edgewood Capital Partners and President of Edgewood Capital Advisors (5/02 to present) 8
         
Stephen V. Murphy
325 North Saint Paul St., 49th Floor
Dallas, TX 75201
(Born 1945)
Manager Term Indefinite; Length- since  August 2015 President of S.V. Murphy & Co, an investment banking firm (1/91 to present); Director, The First of Long Island Corporation, The First National Bank of Long Island and Man FRM Alternative Multi-Strategy Fund LLC. Former director, Bowne & Co., Inc. (1/06 to 11/10). 9
         
Thomas G. Yellin
325 North Saint Paul St., 49th Floor
Dallas, TX 75201
(Born 1954)
Manager Term Indefinite; Length- since August 2015 President of The Documentary Group (since 6/06); Former President of PJ Productions (from 8/02 to 6/06); Former Executive Producer of ABC News (from 8/89 to 12/02), and Director, Grosvenor Registered Multi-Strategy Master Fund, LLC, Grosvenor Registered Multi-Strategy Fund (TI 1), LLC, Grosvenor Registered Multi-Strategy Fund (TI 2), LLC, and Grosvenor Registered Multi-Strategy Fund (W), LLC. 8

 

* The “Fund Complex” consists of Excelsior Venture Partners III, LLC (“EVP III”), Excelsior Private Markets Fund II (Master), LLC, Excelsior Private Markets Fund II (TI), LLC, Excelsior Private Markets Fund II (TE), LLC, Excelsior Private Markets Fund III (Master), LLC, Excelsior Private Markets Fund III (TI), LLC, Excelsior Private Markets Fund III (TE), LLC, UST Global Private Market Funds, LLC and NB Crossroads Private Markets Fund IV (TI) – Custody Client LLC. Each Manager serves on the board of managers of each fund in the Fund Complex, except only Messrs. Brott, Imbimbo, and Murphy serve on the board of managers of EVP III.

 

 16 

 

  

Excelsior Private Markets Fund II (TI), LLC
Officers of the Company (Unaudited)
March 31, 2016

 

Information pertaining to the officers of the Company is set forth below.

 

Name, Address and Age Position(s)
Held with the
Company
  Term of Office
and Length of
Time Served
Principal Occupation During Past Five Years
Officers who are not Managers
         
Andrew B. Allard
(Born 1961)
Chief Legal Officer (only for purposes of sections 307 and 406 of the Sarbanes-Oxley Act of 2002) and Anti-Money Laundering Compliance Officer   Term — Indefinite; Length — since 2015 General Counsel and Senior Vice President, the Investment Adviser, since 2013; Senior Vice President, Neuberger Berman, since 2006 and Employee since 1999; Deputy General Counsel, Neuberger Berman, since 2004; formerly, Vice President, Neuberger Berman, 2000 to 2005; formerly, Employee, the Investment Adviser, 1994 to 1999; Chief Legal Officer (only for purposes of sections 307 and 406 of the Sarbanes-Oxley Act of 2002), ten registered investment companies for which the Investment Adviser acts as investment manager and administrator (ten since 2013); Anti-Money Laundering Compliance Officer, ten registered investment companies for which the Investment Adviser acts as investment manager and administrator (six since 2002, one since 2003, one since 2005, one since 2006 and one since 2013).
         
Mark Bonner
(Born 1977)
Assistant Treasurer   Term — Indefinite; Length — since 2015 Senior Vice President, Neuberger Berman, since 2015; Formerly, Senior Vice President, Bank of America; Merrill Lynch Alternative Investments LLC (2006-2015); Manager, Advent International Corporation (2004-2006); Senior Associate, PricewaterhouseCoopers LLP (1999-2004).
         
Claudia A. Brandon
(Born 1956)
Executive Vice President and Secretary   Term — Indefinite; Length — since 2015 Senior Vice President, Neuberger Berman, since 2007 and Employee since 1999; Senior Vice President, the Investment Adviser, since 2008 and Assistant Secretary since 2004; formerly, Vice President, Neuberger Berman, 2002 to 2006; formerly, Vice President-Mutual Fund Board Relations, the Investment Adviser, 2000 to 2008; formerly, Vice President, the Investment Adviser, 1986 to 1999 and Employee 1984 to 1999; Executive Vice President, ten registered investment companies for which the Investment Adviser acts as investment manager and administrator (nine since 2008 and one since 2013); Secretary, ten registered investment companies for which the Investment Adviser acts as investment manager and administrator (three since 1985, three since 2002, one since 2003, one since 2005, one since 2006 and one since 2013).
         
Robert Conti
(Born 1956)
Chief Executive Officer and President   Term — Indefinite; Length — since 2015 Managing Director, Neuberger Berman, since 2007; Managing Director, NBFI, since 2009; formerly, Senior Vice President, Neuberger Berman, 2003 to 2006; formerly, Vice President, Neuberger Berman, 1999 to 2003; President and Chief Executive Officer, NB Management, since 2008; formerly, Senior Vice President, NB Management, 2000 to 2008.

 

 17 

 

  

Excelsior Private Markets Fund II (TI), LLC
Officers of the Company (Unaudited)
March 31, 2016

  

Name, Address and Age Position(s)
Held with the
Company
Term of Office
and Length of
Time Served
Principal Occupation During Past Five Years
Officers who are not Managers
       
Agnes Diaz
(Born 1971)
Vice President Term — Indefinite; Length — since 2015 Senior Vice President, Neuberger Berman, since 2012; Employee, the Investment Adviser, since 1996; formerly, Vice President, Neuberger Berman, 2007 to 2012; Vice President, ten registered investment companies for which the Investment Adviser acts as investment manager and administrator (ten since 2013).
       
Sheila James
(Born 1965)
Assistant Secretary Term — Indefinite; Length — since 2015 Vice President, Neuberger Berman, since 2008 and Employee since 1999; formerly, Assistant Vice President, Neuberger Berman, 2007; formerly, Employee, the Investment Adviser, 1991 to 1999; Assistant Secretary, ten registered investment companies for which the Investment Adviser acts as investment manager and administrator (six since 2002, one since 2003, one since 2005, one since 2006 and one since 2013).
       
Brian Kerrane
(Born 1969)
Vice President Term — Indefinite; Length — since 2015 Managing Director, Neuberger Berman, since 2014; Vice President, the Investment Adviser, since 2008 and Employee since 1991; formerly, Senior Vice President, Neuberger Berman, 2006 to 2014; Chief Operating Officer, ten registered investment companies for which the Investment Adviser acts as investment manager and administrator (ten since 2015); Vice President, ten registered investment companies for which the Investment Adviser acts as investment manager and administrator (nine since 2008 and one since 2013).
       
Josephine Marone
(Born 1963)
Assistant Secretary Term — Indefinite; Length — since 2015 Senior Paralegal, Neuberger Berman, since 2007 and Employee since 2007.
       
John M. McGovern
(Born 1970)
Treasurer Term — Indefinite; Length — since 2015 Senior Vice President, Neuberger Berman, since 2007; Employee, the Investment Adviser, since 1993; Treasurer and Principal Financial and Accounting Officer, ten registered investment companies for which the Investment Adviser acts as investment manager and administrator (eight since 2005, one since 2006 and one since 2013); formerly, Vice President, Neuberger Berman, 2004 to 2006; formerly, Assistant Treasurer, eight registered investment companies for which the Investment Adviser acts as investment manager and administrator, 2002 to 2005.

 

 18 

 

 

Excelsior Private Markets Fund II (TI), LLC
Officers of the Company (Unaudited)
March 31, 2016

 

Name, Address and Age Position(s)
Held with the
Company
Term of Office
and Length of
Time Served
Principal Occupation During Past Five Years
Officers who are not Managers
       
Joshua Miller
(Born 1978)
Vice President Term — Indefinite; Length — since 2015 Senior Vice President, Neuberger Berman, (since 2004). Principal and Chief Operating Officer of NB Private Equity’s Private Investment Portfolios (since 2010).
       
Chamaine Williams
(Born 1971)
Chief Compliance Officer Term — Indefinite; Length — since 2015 Senior Vice President, Neuberger Berman, since 2007; Chief Compliance Officer, the Investment Adviser, since 2006; Chief Compliance Officer, ten registered investment companies for which the Investment Adviser  acts as investment manager and administrator (eight since 2005, one since 2006 and one since 2013); formerly, Senior Vice President, LBI, 2007 to 2008; formerly, Vice President, LBI, 2003 to 2006; formerly, Chief Compliance Officer, Lehman Brothers Asset Management Inc., 2003 to 2007; formerly, Chief Compliance Officer, Lehman Brothers Alternative Investment Management LLC, 2003 to 2007.

 

All officers of the Company are employees and/or officers of the Investment Adviser. Officers of the Company are elected by the Managers and hold office until they resign, are removed or are otherwise disqualified to serve.

 

Alternative investments are sold to qualified investors only by a Confidential Offering Memorandum. An investment in an alternative investment fund is speculative and should not constitute a complete investment program. The information presented in the annual letter is current as of the date noted, is for information purposes only and does not constitute an offer to sell or a solicitation of an offer to buy interests in any fund. This is not, and under no circumstances is to be construed as, an offer to sell or a solicitation to buy any of the securities or investments referenced, nor does this information constitute investment advice or recommendations with respect to any of the securities or investments used. Past performance is no guarantee of future results. Additional information is available upon request.

 

 19 

 

 

 

Excelsior Private Markets Fund II (master), LLC

 

Financial Statements

 

For the year ended March 31, 2016 

 

 

 

 

Excelsior Private Markets Fund II (Master), LLC

Year ended March 31, 2016 

Index Page No.
   
FINANCIAL INFORMATION (Audited)  
   
Statement of Assets, Liabilities and Members’ Equity – Net Assets 1
   
Schedule of Investments 2
   
Statement of Operations 3
   
Statements of Changes in Members’ Equity – Net Assets 4
   
Statement of Cash Flows 5
   
Financial Highlights 6
   
Notes to Financial Statements 7 – 19
   
Report of the Independent Registered Public Accounting Firm 20
   
ADDITIONAL INFORMATION (Unaudited)  
   
Proxy Voting and Form N-Q 21
   
Board of Managers of the Company 22
   
Officers of the Company 23 - 24

 

 

 

 

Excelsior Private Markets Fund II (Master), LLC
Statement of Assets, Liabilities and Members’ Equity – Net Assets
As of March 31, 2016

 

Assets     
      
Investments, at fair value (cost of $87,407,464)  $110,331,558 
Cash and cash equivalents   1,298,351 
Due from Portfolio Fund   300,952 
Other assets   11 
      
Total Assets  $111,930,872 
      
Liabilities     
      
Advisory fee payable  $357,948 
Deferred contingent fee payable   147,795 
Administration service fees payable   24,625 
Audit fee payable   45,000 
Legal fees payable   3,787 
Custody fees payable   1,357 
Other payables   29 
      
Total Liabilities   580,541 
      
Commitments and contingencies (See Note 6)     
      
Members’ Equity - Net Assets  $111,350,331 
      
Members’ Equity - Net Assets consists of:     
Members’ capital paid-in  $79,172,262 
Members’ capital distributed   (165,237)
Accumulated net investment loss   (7,708,536)
Accumulated net realized gain on investments   17,127,748 
Accumulated net unrealized appreciation on investments   22,924,094 
      
Total Members’ Equity - Net Assets  $111,350,331 
      
Units of Membership Interests outstanding (unlimited units authorized)   63,922.79 
Net Asset Value Per Unit  $1,741.95 

 

The accompanying notes are an integral part of these financial statements.

 

1

 

 

Excelsior Private Markets Fund II (Master), LLC
Schedule of Investments
As of March 31, 2016

 

Portfolio Funds (A),(B),(D),(E)  Acquisition Type  Acquisition Dates (C)   Geographic Region (F)  Fair Value 
              
Buyout/Growth (57.55%)              
Advent International GPE VII-B, L.P.  Primary  8/2012 - 2/2016  North America  $7,996,376 
Apax US VII, L.P.  Secondary  12/2011 - 11/2013  North America   5,245,179 
Apax VIII - B, L.P.  Primary  6/2013 - 3/2016  Europe   4,030,206 
BC European Capital IX  Primary  3/2012 - 2/2016  Europe   1,826,476 
CVC European Equity Partners II, L.P.  Secondary  3/2012  Europe   32,143 
Doughty Hanson & Co III  Secondary  2/2012  Europe   1,038,661 
FTV IV, L.P.  Primary  12/2012 - 2/2016  North America   6,323,590 
Green Equity Investors VI, L.P.  Primary  11/2012 - 3/2016  North America   7,118,340 
Grey Mountain Partners Fund III, L.P.  Primary  7/2013 - 1/2016  North America   3,277,419 
HgCapital 7 C, L.P.  Primary  12/2013 - 3/2016  Europe   4,807,859 
Industri Kapital 1997 Limited Partnership III  Secondary  2/2012 - 6/2012  Europe   5,538 
Permira Europe I  Secondary  3/2012  Europe   60,471 
Platinum Equity Capital Partners III, L.P.  Secondary  10/2013 - 2/2016  North America   4,317,710 
Silver Lake Kraftwerk Fund, L.P.  Primary  12/2012 - 1/2016  North America   1,854,611 
SPC Partners V, L.P.  Primary  7/2012 - 2/2016  North America   6,549,157 
Thomas H. Lee Equity Fund VI, L.P.  Secondary  4/2012 - 12/2015  North America   5,623,085 
Vision Capital Partners IV, L.P.  Secondary  2/2012  Europe   784,968 
Vision Capital Partners VII L.P.  Secondary  7/2012 - 4/2015  Europe   3,193,660 
             64,085,449 
Special Situations (14.15%)              
ArcLight Energy Partners Fund V, L.P.  Primary  12/2011 - 2/2016  North America   2,162,287 
Lone Star Real Estate Fund III (U.S.), L.P.  Primary  5/2014 - 3/2016  North America   6,077,610 
Ridgewood Energy Oil & Gas Fund II, L.P.  Primary  5/2013 - 3/2016  North America   3,021,178 
Royalty Opportunities S.àr.l.  Primary  8/2011 - 1/2015  Europe   4,452,619 
Technology Venture Partners No. 3 Fund  Secondary  7/2012 - 2/2013  Oceania   38,285 
             15,751,979 
Venture Capital (27.39%)              
Abingworth Bioventures II SICAV  Secondary  3/2012  Europe   18,093 
Battery Ventures X Side Fund, L.P.  Primary  7/2013 - 3/2016  North America   1,586,170 
Battery Ventures X, L.P.  Primary  6/2013 - 3/2016  North America   2,145,966 
DFJ Growth 2013, L.P.  Primary  7/2013 - 3/2016  North America   6,973,123 
Francisco Partners, L.P.  Secondary  4/2012  North America   488,646 
Intersouth Partners V, L.P.  Secondary  3/2012  North America   90,647 
InterWest Partners IX, L.P.  Secondary  12/2011 - 4/2015  North America   927,704 
InterWest Partners VIII, L.P.  Secondary  12/2011  North America   579,076 
InterWest Partners X, L.P.  Secondary  12/2011 - 4/2015  North America   1,397,137 
JK&B Capital III, L.P.  Secondary  4/2012 - 7/2012  North America   24,584 
Lightspeed China Partners I, L.P.  Primary  5/2012 - 6/2015  North America   4,781,483 
Lightspeed Venture Partners IX, L.P.  Primary  3/2012 - 3/2016  North America   6,834,316 
Polaris Venture Partners III, L.P.  Secondary  3/2012  North America   242,526 
Sofinnova Capital III FCPR  Secondary  2/2012  Europe   6,303 
Trinity Ventures XI, L.P.  Primary  4/2013 - 10/2015  North America   4,398,356 
             30,494,130 
               
Total Investments in Portfolio Funds (cost $87,407,464) (99.09%)            110,331,558 
Other Assets & Liabilities (Net) (0.91%)            1,018,773 
Members’ Equity - Net Assets (100.00%)           $111,350,331 

 

(A)Non-income producing securities, which are restricted as to public resale and liquidity.
(B)Total cost of illiquid and restricted securities at March 31, 2016 aggregated $87,407,464. Total fair value of illiquid and restricted securities at March 31, 2016 was $110,331,558 or 99.09% of net assets.
(C)Acquisition Dates cover from original investment date to the last acquisition date and is required disclosure for restricted securities only.
(D)The estimated cost of the Portfolio Funds at March 31, 2016 for federal income tax purposes aggregated $79,953,454. The net unrealized appreciation for federal income tax purposes was estimated to be $30,378,104. The net unrealized appreciation consisted of gross unrealized appreciation and gross unrealized depreciation of $31,592,741 and $1,214,637, respectively.
(E)All percentages are calculated as fair value divided by the Company’s Members’ Equity - Net Assets.
(F)Geographic Region is based on where a Portfolio Fund is headquartered and may be different from where the Portfolio Fund invests.

 

The accompanying notes are an integral part of these financial statements.

 

2

 

 

Excelsior Private Markets Fund II (Master), LLC
Statement of Operations
Year ended March 31, 2016

 

Investment Income:     
      
Interest income  $160 
      
Total Investment Income   160 
      
Operating Expenses:     
      
Advisory fee   1,445,194 
Independent Managers’ fees   218,478 
Administration service fees   92,331 
Audit fees   45,720 
Legal fees   48,962 
Custody fees   16,747 
Other fees   3,082 
      
Total Operating Expenses   1,870,514 
      
Net Investment Loss   (1,870,354)
      
Net Realized and Change in Unrealized Gain on Investments (Note 2)     
Net realized gain on investments   4,760,394 
Net change in unrealized appreciation on investments   3,842,089 
      
Net Realized and Change in Unrealized Gain on Investments   8,602,483 
      
Net Increase in Members’ Equity – Net Assets Resulting from Operations  $6,732,129 

 

The accompanying notes are an integral part of these financial statements.

 

3

 

 

Excelsior Private Markets Fund II (Master), LLC
Statements of Changes in Members’ Equity – Net Assets

 

For the year ended March 31, 2015

 

   Members’ Capital   Investment Advisor   Total 
Members’ committed capital  $149,946,465   $1,000   $149,947,465 
                
Members’ capital at April 1, 2014  $65,044,727   $434   $65,045,161 
Capital contributions   11,545,878    77    11,545,955 
Net investment loss   (1,922,307)   (12)   (1,922,319)
Net realized gain on investments   6,220,456    41    6,220,497 
Net change in unrealized appreciation on investments   5,053,735    34    5,053,769 
Members’ capital at March 31, 2015  $85,942,489   $574   $85,943,063 

 

For the year ended March 31, 2016

 

   Members’ Capital   Investment Advisor   Total 
Members’ committed capital  $149,947,465   $-   $149,947,465 
                
Members’ capital at April 1, 2015  $85,942,489   $574   $85,943,063 
Capital contributions   18,743,378    55    18,743,433 
Capital distributions   (68,294)   -    (68,294)
Net investment loss   (1,870,351)   (3)   (1,870,354)
Net realized gain on investments   4,760,385    9    4,760,394 
Net change in unrealized appreciation on investments   3,842,063    26    3,842,089 
Transfer in/(out)   661    (661)   - 
Members’ capital at March 31, 2016  $111,350,331   $-   $111,350,331 

 

The accompanying notes are an integral part of these financial statements.

 

4

 

 

Excelsior Private Markets Fund II (Master), LLC
Statement of Cash Flows
Year ended March 31, 2016

 

CASH FLOWS FROM OPERATING ACTIVITIES     
      
Net Change in Members’ Equity – Net Assets resulting from operations  $6,732,129 
Contributions to investments in Portfolio Funds   (29,548,404)
Proceeds received from investments   13,283,902 
Adjustments to reconcile net change in Members’ Equity – Net Assets resulting from operations to net cash used in operating activities:     
Net realized gain on investments   (4,760,394)
Net change in unrealized appreciation on investments   (3,842,089)
Changes in assets and liabilities related to operations     
(Increase) decrease in other assets   9 
Increase (decrease) in advisory fee payable   (3,246)
Increase (decrease) in deferred contingent fee payable   (451,783)
Increase (decrease) in administrative service fees payable   (15,258)
Increase (decrease) in independent Managers' fees payable   - 
Increase (decrease) in audit fee payable   (27,100)
Increase (decrease) in legal fees payable   (4,707)
Increase (decrease) in custody fees payable   (172)
Increase (decrease) in other payables   (350)
      
Net cash provided by (used in) operating activities   (18,637,463)
      
CASH FLOWS FROM FINANCING ACTIVITIES     
      
Proceeds from Members’ capital contributions   18,743,433 
Distributions to Members   (68,294)
      
Net cash provided by financing activities   18,675,139 
      
Net change in cash and cash equivalents   37,676 
Cash and cash equivalents at beginning of year   1,260,675 
      
Cash and cash equivalents at end of year  $1,298,351 
      
Noncash activities     
Receipt of in-kind distributions of securities from     
Portfolio Funds, at fair value on the date of distribution  $409,392 

 

The accompanying notes are an integral part of these financial statements.

 

5

 

 

Excelsior Private Markets Fund II (Master), LLC
Financial Highlights

 

   For the year ended
March 31, 2016
   For the year ended
March 31, 2015
   For the year ended
March 31, 2014
   For the year ended
March 31, 2013
   Period from the
Commencement of
Operations
(August 10, 2011)
through
March 31, 2012
 
Per Unit Operating Performance (1)                         
                          
NET ASSET VALUE, BEGINNING OF PERIOD (2)  $1,630.46   $1,446.49   $1,203.29   $1,093.89   $1,000.00 
INCOME FROM INVESTMENT OPERATIONS:                         
Net investment loss   (31.12)   (37.87)   (47.97)   (0.09)   (121.14)
Net realized and change in unrealized gain on investments   143.79    221.84    293.59    109.49    215.03 
Net increase in net assets resulting from operations   112.67    183.97    245.62    109.40    93.89 
                          
DISTRIBUTIONS TO MEMBERS:                         
Net change in Members’ Equity - Net Assets due to distributions to Members   (1.18)   -    (2.42)   -    - 
NET ASSET VALUE, END OF PERIOD  $1,741.95   $1,630.46   $1,446.49   $1,203.29   $1,093.89 
TOTAL NET ASSET VALUE RETURN (1), (3), (4)   6.91%   12.72%   20.44%   12.79%   14.99%
                          
RATIOS AND SUPPLEMENTAL DATA:                         
Members’ Equity - Net Assets, end of period in thousands (000's)  $111,350   $85,943   $65,045   $43,825   $19,706 
Ratios to average Members’ Equity - Net Assets: (5)                         
Expenses   1.88%   2.53%   3.71%   4.49%   7.99%
Net investment loss   (1.88)%   (2.53)%   (3.71)%   (4.49)%   (7.99)%
Portfolio Turnover Rate (6)   13.62%   21.48%   21.40%   17.49%   21.25%
                          
INTERNAL RATES OF RETURN:                         
Internal Rate of Return, including expenses (7)   13.44%   16.59%   19.06%   17.60%   59.05%

 

(1)Selected data for a unit of Membership Interest outstanding throughout each period.
(2)The net asset value for the period ended March 31, 2012, represents the initial contribution per unit of $1,000. The initial net asset value per unit of $1,000 was adjusted for the subsequent contributions made at a per unit value of $824.01, $1,037.36, $1,217.95, $1,203.29, $1,286.66, $1,356.02, $1,405.36, $1,446.49, $1,496.55, $1,535.18, $1,590.52, $1,630.46, $1,690.86 and $1,725.97.
(3)Total investment return, based on per unit net asset value, reflects the changes in net asset value based on the effects of organizational costs, the performance of the Company during the period and assumes distributions, if any, were reinvested. The Company’s units are not traded in any market; therefore, the market value total investment return is not calculated.
(4)Total investment return and the ratios to average Members’ Equity - Net Assets is calculated for the Company taken as a whole. Total investment return is calculated using a commitment-weighted rate of return methodology based on the timing of closings during the year ended March 31, 2013 and the period from the commencement of operations (August 10, 2011) through March 31, 2012 as it more appropriately reflects the return of the Company taken as a whole. As a result, an individual Member’s return may vary from these returns and ratios based on the timing of their capital transactions.
(5)Ratios do not reflect the Company’s proportional share of the net investment income (loss) and expenses, including any performance-based fees, of the Portfolio Funds.
(6)Proceeds received from investments are included in the portfolio turnover rate.
(7)The Internal Rate of Return is computed based on the actual dates of the cash inflows (capital contributions), outflows (capital and stock distributions), and the ending net assets at the end of the period (residual value) as of each measurement date. For the period ended March 31, 2012, the internal rate of return is based on a very limited operating period and, as such, may not be meaningful.

 

The accompanying notes are an integral part of these financial statements.

 

6

 

 

Excelsior Private Markets Fund II (Master), LLC
Notes to Financial Statements
Year ended March 31, 2016

 

1. Organization

 

Excelsior Private Markets Fund II (Master), LLC (the “Company”) is a non-diversified, closed-end management investment company registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”). The Company was organized as a Delaware limited liability company on September 8, 2010. The Company commenced operations on August 10, 2011. The duration of the Company is ten years from the final subscription closing date (the “Final Closing”), which occurred on July 1, 2012, subject to two two-year extensions which may be approved by the Board of Managers of the Company (the “Board” or the “Board of Managers”). Thereafter, the term of the Company may be extended by majority interest of its Members as defined in the Company’s limited liability company agreement (the “LLC Agreement”).

 

The Company’s investment objective is to provide attractive long-term returns. The Company seeks to achieve its objective primarily by investing in private equity funds and other collective investment vehicles or accounts pursuing investment strategies in buyout/growth, venture capital, and special situations (distressed debt, mezzanine, natural resources, opportunistic, real estate, royalties, and other private equity strategies perceived to be attractive by the Investment Adviser) (collectively the "Portfolio Funds"). Neither the Company nor the Investment Adviser (as defined below) guarantees any level of return or risk on investments and there can be no assurance that the Company will achieve its investment objective. The Portfolio Funds are not registered as investment companies under the Investment Company Act.

 

Excelsior Private Markets Fund II (TI), LLC (the “TI Fund”) and Excelsior Private Markets Fund II (TE), LLC (the “TE Fund”), each a Delaware limited liability company that is registered under the Investment Company Act as a non-diversified, closed-end management investment company, and Excelsior Private Markets Fund II (Offshore), LDC, a Cayman Islands limited duration company (the “Offshore Fund,” and together with the TI Fund and the TE Fund, the “Feeder Funds”), pursue their investment objectives by investing substantially all of their assets in the Company.  The percentage of the Offshore Fund's shareholders’ capital owned by the TE Fund is 100%. The financial position and results of operations of the Offshore Fund have been consolidated within the TE Fund's consolidated financial statements. The Feeder Funds have the same investment objective and substantially the same investment policies as the Company (except that the Feeder Funds pursue their investment objectives by investing in the Company).

 

Effective August 14, 2015, Merrill Lynch Alternative Investments LLC (“MLAI”), a subsidiary of Bank of America, N.A. that served as the Company’s prior investment adviser, completed a transaction whereby it transferred its management rights to certain funds, including the Company, to certain subsidiaries of Neuberger Berman Group LLC (“NB”). Upon the close of this transaction, the Company’s former investment advisory agreement with MLAI terminated in accordance with its terms and as required under the Investment Company Act, and Neuberger Berman Management LLC (“NBM”) became the Company’s investment manager and NB Alternatives Advisers LLC (“NBAA” or “Sub-Adviser”) became the Company’s sub-adviser. An Investment Advisory Agreement between the Company and NBM and a Sub-Advisory Agreement between NBM and NBAA with respect to the Company were approved by Members of the Company at a special meeting held for that purpose on August 14, 2015. Six individuals, formerly of MLAI, joined NB in a similar capacity. MLAI’s investment of approximately less than 1% of the Fund’s net assets was transferred to a NB affiliate and is now a Member of the Fund. Effective December 31, 2015, NBM reorganized into its affiliate Neuberger Berman Investment Advisers LLC (“NBIA” or “Investment Adviser”). The transfer of the Investment Advisory Agreement from NBM to NBIA was approved by the Fund’s Board of Managers on December 18, 2015. NBIA and NBAA are now responsible for the management and operations of the Company, subject to the oversight of the Board of Managers.

 

7

 

 

Excelsior Private Markets Fund II (Master), LLC
Notes to Financial Statements
Year ended March 31, 2016

 

Until December 31, 2013, BACA served as investment adviser of the Company. Effective December 31, 2013, Bank of America Capital Advisors LLC (“BACA”) reorganized into its affiliate, MLAI. MLAI assumed all responsibilities for serving as the investment adviser of the Company under the terms of the investment advisory agreement between BACA and the Company. The transfer of the Advisory Agreement from BACA to MLAI was approved by the Company’s Board of Managers on November 25, 2013.

 

The Board has overall responsibility to manage and supervise the operations of the Company. The Board exercises the same powers, authority and responsibilities on behalf of the Company as are customarily exercised by directors of a typical investment company registered under the Investment Company Act organized as a corporation. The Board has engaged the Investment Adviser and Sub-Adviser to provide investment advice regarding the selection of the Portfolio Funds and to manage the day-to-day operations of the Company.

 

The Company operates as a vehicle for the investment of substantially all of the assets of the Feeder Funds as members of the Company (“Members”).  As of March 31, 2016, the TI Fund’s and the TE Fund’s ownership of the Company’s Members’ contributed capital was 40.18% and 59.82%, respectively, with a NB affiliate’s (who is also a Member of the Company) percentage ownership of the Company’s Members’ contributed capital being insignificant.

 

2. Significant Accounting Policies and Recent Accounting Pronouncements

 

The Fund meets the definition of an investment company and follows the accounting and reporting guidance as issued through Accounting Standards Codification (“ASC”) 946, Financial Services – Investment Companies.

 

A. Basis of Accounting

The Company’s policy is to prepare its financial statements on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Consequently, income and the related assets are recognized when earned, and expenses and the related liabilities are recognized when incurred. The books and records of the Fund are maintained in U.S. dollars. The following is a summary of significant accounting policies followed by the Company in the preparation of its financial statements.

 

8

 

 

Excelsior Private Markets Fund II (Master), LLC
Notes to Financial Statements
Year ended March 31, 2016

 

B. Recent Accounting Pronouncements

In May 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2015-7, Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent), modifying FASB ASC Topic 820: Fair Value Measurement (“ASC 820”). Under the modifications, investments eligible to be measured at fair value using net asset value (“NAV”) per share as a practical expedient are no longer included in the fair value hierarchy. ASU 2015-7 is effective for fiscal years beginning on or after December 15, 2015, and interim periods within those annual periods. Early application is permitted. The adoption of ASU 2015-07 is not expected to have material impact on the Company’s financial statements.

 

C. Valuation of Investments

The Company computes its NAV as of the last business day of each fiscal quarter and at such other times as the Sub-Adviser deems appropriate in accordance with valuation principles set forth below, or as may be determined from time to time, pursuant to the valuation procedures (the “Procedures”) established by the Board. 

 

The Board has approved the Procedures pursuant to which the Company values its interests in the Portfolio Funds and other investments.  The Board has delegated to the Sub-Adviser general responsibility for determining the value of the assets held by the Company.  The value of the Company’s interests is based on information reasonably available at the time the valuation is made and the Sub-Adviser believes to be reliable. 

 

It is expected that most of the Portfolio Funds in which the Company invests will meet the criteria set forth under ASC 820, permitting the use of the practical expedient to determine the fair value of the Portfolio Fund investments. ASC 820 provides that, in valuing alternative investments that do not have quoted market prices but calculate NAV per share or equivalent, an investor may determine fair value by using the NAV reported to the investor by the underlying investment. To the extent ASC 820 is applicable to a Portfolio Fund, the Sub-Adviser generally will value the Company’s investment in the Portfolio Fund based primarily upon the value reported to the Company by the Portfolio Fund as of each quarter-end, determined by the Portfolio Fund in accordance with its own valuation policies.

 

FASB ASC 820-10 “Fair Value Measurements and Disclosure” establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure 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). FASB ASC 820-10-35-39 to 55 provides three levels of the fair value hierarchy as follows:

 

Level 1Unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access;

 

Level 2Observable inputs other than quoted prices included in Level 1 that are observable for the asset or liability either directly or indirectly. These inputs may include quoted prices for the identical instrument on an inactive market, prices for similar instruments, interest rates, prepayment speeds, credit risk, yield curves, default rates, and similar data;

 

Level 3Unobservable inputs for the asset or liability to the extent that relevant observable inputs are not available, representing the Company’s own assumptions about the assumptions that a market participant would use in valuing the asset or liability, and that would be based on the best information available.

 

9

 

 

Excelsior Private Markets Fund II (Master), LLC
Notes to Financial Statements
Year ended March 31, 2016

 

Inputs are used in applying the various valuation techniques and broadly refer to the assumptions that market participants use to make valuation decisions, including assumptions about risk. Inputs may include price information, volatility statistics, specific and broad credit data, liquidity statistics, and other factors. An investment'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 Sub-Adviser. The Sub-Adviser 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. The categorization of an investment within the hierarchy is based upon the pricing transparency of the investment and does not necessarily correspond to the Sub-Adviser’s perceived risk of that investment.

 

All of the Company’s investments in the Portfolio Funds have been classified within Level 3, and the Company generally does not hold any investments that could be classified as Level 1 or Level 2, as observable prices are typically not available. Assumptions used by the Sub-Adviser due to the lack of observable inputs may significantly impact the resulting fair value and therefore the Company’s results of operations and financial condition.

 

Most Portfolio Funds are structured as closed-end, commitment-based private investment funds to which the Company commits a specified amount of capital upon inception of the Portfolio Fund (i.e., committed capital) which is then drawn down over a specified period of the Portfolio Fund's life. Such Portfolio Funds generally do not provide redemption options for investors and, subsequent to final closing, do not permit subscriptions by new or existing investors. Accordingly, the Company generally holds interests in Portfolio Funds for which there is no active market, although, in some situations, a transaction may occur in the “secondary market.” These interests, in the absence of a recent and relevant secondary market transaction, are generally classified as Level 3.

 

10

 

 

Excelsior Private Markets Fund II (Master), LLC
Notes to Financial Statements
Year ended March 31, 2016

 

The following table presents the investments carried on the Statement of Assets, Liabilities and Members’ Equity - Net Assets by level within the valuation hierarchy as of March 31, 2016.

 

   Level 1   Level 2   Level 3   Total 
Assets:                    
Buyout/Growth  $-   $-   $64,085,449   $64,085,449 
Special Situations   -    -    15,751,979    15,751,979 
Venture Capital   -    -    30,494,130    30,494,130 
Totals  $-   $-   $110,331,558   $110,331,558 

 

Valuation Process for Level 3 Fair Value Measurements

The Company generally uses the NAV reported by a Portfolio Fund as its valuation of such Portfolio Fund; however, adjustments to the reported valuation may be made in certain circumstances where such use is not applicable or inappropriate. In making a valuation determination, the Sub-Adviser considers various factors, including, but not limited to, the Portfolio Fund’s valuation policies and practices, the Portfolio Fund’s investment portfolio or other assets and liabilities, the pricing of new rounds of financing by the underlying investments in the Portfolio Fund, any relevant operational or non-investment issues that may affect the Portfolio Fund, and the valuation of the same investments held by other Portfolio Funds. The valuation process for investments categorized in Level 3 of the fair value hierarchy is completed on a quarterly basis and is designed to subject the valuation of Level 3 investments to an appropriate level of consistency, oversight and review. The Sub-Adviser has responsibility for the valuation process and the fair value of investments reported in the financial statements. The Sub-Adviser performs initial and ongoing investment monitoring and valuation assessments. The Sub-Adviser’s due diligence process includes evaluating the operations and valuation procedures of the managers of the Portfolio Funds and the transparency of those processes through background and reference checks, attendance at investor meetings and periodic site visits. In determining the fair value of investments, the Sub-Adviser reviews periodic investor reports and interim and annual audited financial statements received from the Portfolio Funds, reviews material quarter over quarter changes in valuation and assesses the impact of macro market factors on the performance of the Portfolio Funds. The Board reviews investment transactions and monitors performance of the managers of the Portfolio Funds. The fair value recommendations of the Sub-Adviser are reviewed by the Board on a quarterly basis.

 

Significant Unobservable Inputs

As of March 31, 2016, the Company had investments in Portfolio Funds valued at $110,331,558. The fair value of investments valued at $108,505,082 in the Company’s Schedule of Investments has been valued at the unadjusted net asset value reported by the managers of the Portfolio Funds. The fair value of the investment valued at $1,826,476 in the Company’s Schedule of Investments has been valued at the net asset value reported by the managers of the Portfolio Funds, adjusted as necessary to account for differences in the basis of accounting utilized by the Portfolio Funds and GAAP.

  

The following table includes a rollforward of the amounts as of March 31, 2016 for investments classified within Level 3. The classification of an investment within Level 3 is based upon the significance of the unobservable inputs to the overall fair value measurement.

 

11

 

 

Excelsior Private Markets Fund II (Master), LLC

Notes to Financial Statements

Year ended March 31, 2016

 

   Buyout/Growth   Special
Situations
   Venture
Capital
   Total 
Balance as of April 1, 2015  $47,836,768   $14,369,883   $23,558,874   $85,765,525 
Net change in unrealized appreciation on investments   3,122,891    (2,377,833)   3,097,031    3,842,089 
Net realized gain on investments   2,480,637    1,595,484    684,273    4,760,394 
Contributions   18,377,767    5,940,760    5,229,877    29,548,404 
Distributions   (7,732,614)   (3,776,315)   (2,075,925)   (13,584,854)
Balance as of March 31, 2016  $64,085,449   $15,751,979   $30,494,130   $110,331,558 

 

The net change in unrealized appreciation relating to Level 3 investments still held as of March 31, 2016 is $3,473,090.

 

The Company recognizes transfers into and out of the levels indicated above at the end of the reporting period. There were no transfers into or out of Level 3 during the year ended March 31, 2016.

 

The estimated remaining life of the Company’s Portfolio Funds as of March 31, 2016 is one to nine years, with the possibility of extensions by each of the Portfolio Funds.

 

D. Cash and Cash Equivalents

Cash and cash equivalents consist primarily of cash and short term investments which are readily convertible into cash and have an original maturity of three months or less. At March 31, 2016, the Company did not hold any cash equivalents. UMB Bank N.A. serves as the Company’s custodian.

 

E. Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates and the differences could be material.

 

F. Investment Gains and Losses

The Company records distributions of cash or in-kind securities from the Portfolio Funds based on the information from distribution notices when distributions are received. The Company recognizes within the Statement of Operations its share of realized gains or (losses), the Company’s change in net unrealized appreciation/(depreciation) and the Company’s share of net investment loss based upon information received regarding distributions from managers of the Portfolio Funds. The Company may also recognize realized losses based upon information received from the Portfolio Fund managers for write-offs taken in the underlying portfolio. Unrealized appreciation/(depreciation) on investments within the Statement of Operations includes the Company’s share of interest and dividends, realized (but undistributed) and unrealized gains and losses on security transactions, and expenses of each Portfolio Fund.

 

12

 

 

Excelsior Private Markets Fund II (Master), LLC

Notes to Financial Statements

Year ended March 31, 2016

 

The Company entered into an agreement with a third party seller of underlying Portfolio Funds to purchase their interests in those Portfolio Funds.  Based on the agreement, the third party seller is due to receive a payment if those underlying Portfolio Funds outperform a specific hurdle rate, up to a maximum payment of $599,578.  As of March 31, 2016, the total deferred contingent fee payable was $147,795.

 

The Portfolio Funds may make in-kind distributions to the Company and, particularly in the event of the dissolution of a Portfolio Fund, such distributions may contain securities that are not marketable. While the general policy of the Company will be to liquidate such investment and distribute proceeds to Members, under certain circumstances when deemed appropriate by the Board, a Member may receive in-kind distributions from the Company.

 

G. Income Taxes

The Company is a limited liability company that is treated as a partnership for tax reporting. Tax basis income and losses are passed through to Members and, accordingly, there is no provision for income taxes reflected in these financial statements. The Company has a tax year end of December 31.

 

Differences arise in the computation of Members’ capital for financial reporting in accordance with GAAP and Members’ capital for federal and state income tax reporting. These differences are primarily due to the fact that unrealized gains and losses are allocated for financial reporting purposes and are not allocated for federal and state income tax reporting purposes.

 

The cost of the Portfolio Funds for federal income tax purposes is based on amounts reported to the Company on Schedule K-1 from the Portfolio Funds. As of March 31, 2016, the Company had not received information to determine the tax cost of the Portfolio Funds. Based on the amounts reported to the Company on Schedule K-1 as of December 31, 2014, and after adjustment for purchases and sales between December 31, 2014 and March 31, 2016, the estimated cost of the Portfolio Funds at March 31, 2016, for federal income tax purposes aggregated $79,953,454. The net unrealized appreciation for federal income tax purposes was estimated to be $30,378,104. The net unrealized appreciation consisted of gross unrealized appreciation and gross unrealized depreciation of $31,592,741 and $1,214,637, respectively.

 

The Company files tax returns as prescribed by the tax laws of the jurisdictions in which it operates. In the normal course of business, the Company is subject to examination by federal, state, local and foreign jurisdictions, where applicable. As of December 31, 2015, the tax years that remain subject to examination by the major tax jurisdictions under the statute of limitations is from the year 2012 forward (with limited exceptions). FASB ASC 740-10 “Income Taxes” requires the Sub-Adviser to determine whether a tax position of the Company is more likely than not to be sustained upon examination by taxing authorities, based on the technical merits of the position. For tax positions meeting the more likely than not threshold, the tax amount recognized in the financial statements is reduced by the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement with the relevant taxing authority. The Sub-Adviser has reviewed the Company’s tax positions for the open tax period and has concluded that no provision for taxes is required in the Company’s financial statements for year ended March 31, 2016. The Company recognizes interest and penalties, if any, related to unrecognized tax liabilities as income tax expense in the Statement of Operations. During the year ended March 31, 2016, the Company did not incur any interest or penalties.

 

13

 

 

Excelsior Private Markets Fund II (Master), LLC

Notes to Financial Statements

Year ended March 31, 2016

 

H. Contribution Policy

Capital contributions will be credited to Members’ capital accounts and units will be issued when paid. Capital contributions will be determined based on a percentage of commitments. During the years ended March 31, 2016 and 2015, the Company issued 11,211.74 and 7,743.41 units, respectively.

 

I. Distribution Policy

Distributions will be made of available cash (net of reserves that the Board deems reasonable) or other net investment proceeds to Members at such times and in such amounts as determined by the Board of Managers in its sole discretion and in accordance with Members’ respective percentage interests, as defined in the LLC Agreement.

 

J. Restrictions on Transfers

Interests of the Company (“Interests”) are generally not transferable. No Member may assign, sell, transfer, pledge, hypothecate or otherwise dispose of any of its Interests without the prior written consent of the Board, which may be granted or withheld in the Board’s sole discretion, and in compliance with applicable securities and tax laws.

 

K. Fees of the Portfolio Funds

Each Portfolio Fund will charge its investors (including the Company) expenses, including asset-based management fees and performance-based fees, which are referred to as an allocation of profits. In addition to the Company level expenses shown on the Company’s Statement of Operations, Members of the Company will indirectly bear the fees and expenses charged by the Portfolio Funds. These fees are reflected in the valuations of the Portfolio Funds and are not reflected in the ratios to average net assets in the Company’s Financial Highlights.

 

L. Company Expenses

The Company bears all expenses incurred in the course of business on an accrual basis, including, but not limited to, the following: Advisory Fees (as defined herein); investment related expenses; legal fees; administration; auditing; tax preparation fees; custodial fees; registration expenses; Independent Manager fees; and expenses of meetings of the Board.

 

M. Foreign Currency Translation

The Company has foreign investments which require the Company to translate these investments into U.S. dollars. For foreign investments for which the functional currency is not the U.S. dollar, the fair values of the investments are translated into the U.S. dollar using period end exchange rates. The resulting translation adjustments are recorded as unrealized appreciation or depreciation on investments.

 

14

 

 

Excelsior Private Markets Fund II (Master), LLC

Notes to Financial Statements

Year ended March 31, 2016

 

Contributed capital to and distributions received from these foreign Portfolio Funds are translated into the U.S. dollar using exchange rates on the date of the transaction.

 

Conversion gains and losses resulting from changes in foreign exchange rates during the reporting period and gains and losses realized upon settlement of foreign currency transactions are reported in the Statement of Operations. Although Members’ Equity - Net Assets of the Company is presented at the exchange rates and values prevailing at the end of the period, the Company does not isolate the portion of the results of operations arising as a result of changes in foreign exchange rates on investment transactions from the fluctuations arising from changes in the fair value of these investments.

 

3. Advisory Fee, Administration Fee and Related Party Transactions

 

The Investment Adviser provides investment advisory services to the Company and incurs research, travel and other expenses related to the selection and monitoring of Portfolio Funds.  Further, the Investment Adviser provides certain management and administrative services to the TI Fund and the TE Fund, including providing office space and other support services, maintaining files and records, and preparing and filing various regulatory materials. In consideration for such services, the Company pays the Investment Adviser an investment advisory fee (the “Advisory Fee”) quarterly in arrears at the annual rate of 1.0% as follows: (i) during the period from the initial closing until the fifth anniversary of the Final Closing, based on the total capital commitments (the “Underlying Commitments”) entered into by the Company with respect to investments in the Portfolio Funds; and (ii) beginning on the fifth anniversary of the Final Closing and thereafter, based on the net asset value of the Company. For the year ended March 31, 2016, the Company incurred Advisory Fees totaling $1,445,194.

 

The Investment Adviser has voluntarily reduced its Advisory Fee and/or Management Fee to the extent necessary to ensure that the combined Advisory Fee and Management Fee paid does not exceed the amount that would have been paid using the annual rate of 1.5% of total commitments from Members, measured over the life of the Company. Any such fee reduction will not, however, impact the Investment Adviser’s right to receive incentive carried interest, if any.

 

Pursuant to an Administrative and Accounting Services Agreement, the Company retains UMB Fund Services, Inc. (the “Administrator”), a subsidiary of UMB Financial Corporation, to provide administration, accounting, tax preparation and investor services to the Company. In consideration for these services, the Company pays the Administrator a variable fee between 0.01% and 0.02%, based on average quarterly net assets, subject to a minimum quarterly fee. For the year ended March 31, 2016, the Company incurred administration fees totaling $92,331.

 

The Board consists of six managers, each of whom is not an “interested person” of the Company as defined by Section 2(a)(19) of the Investment Company Act (the “Independent Managers”). Effective January 1, 2016, the Independent Managers are each paid an annual retainer of $35,000. Until December 31, 2015, the Independent Managers were each paid an annual retainer of $40,000. Compensation to the Board is paid and expensed by the Company on a quarterly basis. The Independent Managers are also reimbursed for out of pocket expenses in connection with providing their services to the Company. For the year ended March 31, 2016, the Company incurred $218,478 in Independent Managers’ fees.

 

15

 

 

Excelsior Private Markets Fund II (Master), LLC

Notes to Financial Statements

Year ended March 31, 2016

 

4. Capital Commitments from Members

 

At March 31, 2016 and 2015, capital commitments from Members totaled $149,947,465. Capital contributions received by the Company with regard to satisfying Member commitments totaled $79,172,262 and $60,428,828, respectively, which represents 52.8% and 40.3% of committed capital at March 31, 2016 and 2015, respectively.

 

5. Allocations of Capital and Net Profits or Net Losses to Members

 

The net profits or net losses of the Company are allocated to Members in a manner that takes into account the amount of cash that would be distributed based upon a hypothetical liquidation, such that allocations are based on Members’ percentage interests, as defined in the LLC Agreement.

 

6. Capital Commitments of the Company to Portfolio Funds

 

As of March 31, 2016, the Company had total capital commitments of $143,572,638 to the Portfolio Funds with remaining unfunded commitments to the Portfolio Funds totaling $35,934,473 as listed below:

 

Portfolio Funds:  Unfunded
Commitment
 
Buyout/Growth   24,535,841 
Special Situations   4,535,453 
Venture Capital   6,863,179 
Total  $35,934,473 

 

7. Description of the Portfolio Funds

 

Due to the nature of the Portfolio Funds, the Company cannot liquidate its positions in the Portfolio Funds except through distributions from the Portfolio Funds, which are made at the discretion of the Portfolio Funds. The Company has no right to demand repayment of its investment in the Portfolio Funds.

 

The following Portfolio Funds represent 5% or more of Members’ Equity – Net Assets of the Company. Thus, the Portfolio Funds’ investment objectives are disclosed below.

 

Advent International GPE VII-B, L.P. represents 7.18% of Members’ Equity – Net Assets of the Company as of March 31, 2016. The objective of Advent International GPE VII-B, L.P. is to provide risk capital for and make investments in, development stage and other small and medium sized businesses primarily in Europe and North America.

 

16

 

 

Excelsior Private Markets Fund II (Master), LLC

Notes to Financial Statements

Year ended March 31, 2016

 

Green Equity Investors VI, L.P. represents 6.39% of Members’ Equity – Net Assets of the Company as of March 31, 2016. The objective of Green Equity Investors VI, L.P. is long-term equity appreciation, principally through equity and equity-related investments in established businesses acquired in management buyouts or other transactions generally on a leveraged basis.

 

DFJ Growth 2013, L.P. represents 6.26% of Members’ Equity – Net Assets of the Company as of March 31, 2016. The objective of DFJ Growth 2013, L.P. is making venture capital investments, both domestically and globally.

 

Lightspeed Venture Partners IX, L.P. represents 6.14% of Members’ Equity – Net Assets of the Company as of March 31, 2016. The objective of Lightspeed Venture Partners IX, L.P. is realizing capital appreciation through investments in securities issued primarily in start-ups, early-stage, development and expansion-stage companies engaged, or to be engaged, in business in the technology area.

 

SPC Partners V, L.P. represents 5.88% of Members’ Equity – Net Assets of the Company as of March 31, 2016. SPC Partners Fund V, L.P. will target superior returns through long-term appreciation of primarily equity and equity-related investments.

 

FTV IV, L.P. represents 5.68% of Members’ Equity – Net Assets of the Company as of March 31, 2016.  The objective of FTV IV, L.P. is investing primarily in privately held companies that offer solutions to the global financial services industry focusing on business services and software.

 

Lone Star Real Estate Fund III (U.S.), L.P. represents 5.46% of Members’ Equity – Net Assets of the Company as of March 31, 2016. Lone Star Real Estate Fund III (U.S.), L.P. will target investments in a broad range of financial and other investment assets in Commercial Real Estate.

 

Thomas H. Lee Equity Fund VI, L.P. represents 5.05% of Members’ Equity – Net Assets of the Company as of March 31, 2016. The objective of Thomas H. Lee Equity Fund VI, L.P. is to make equity investments in friendly management-led acquisitions and recapitalizations.

 

8. Indemnifications

 

In the normal course of business, the Company enters into contracts that provide general indemnifications. The Company’s maximum exposure under these agreements is dependent on future claims that may be made against the Company, and therefore cannot be determined; however, based on the Investment Adviser’s experience, the risk of loss from such claims is considered remote.

 

Many of the Portfolio Funds’ partnership agreements contain provisions that allow them to recycle or recall distributions made to the Company. Accordingly, the unfunded commitments disclosed under Note 6 reflect both amounts undrawn to satisfy commitments and distributions that are recallable, as applicable.

 

17

 

 

Excelsior Private Markets Fund II (Master), LLC

Notes to Financial Statements

Year ended March 31, 2016

 

9. Concentrations of Market, Credit, Liquidity, Industry, Currency and Capital Call Risk

 

Due to the inherent uncertainty of valuations, estimated values may differ significantly from the values that would have been used had a ready market for the securities existed, and the difference could be material. The Company’s investments are subject, directly or indirectly, to various risk factors including market, credit, industry, currency and capital call risk. Certain investments are made internationally, which may subject the investments to additional risks resulting from political or economic conditions in such countries or regions and the possible imposition of adverse governmental laws or currency exchange restrictions affecting such countries or regions. Market risk represents the potential loss in value of financial instruments caused by movements in market variables, such as interest and foreign exchange rates and equity prices. The Company may have a concentration of investments, as permitted by its registration statement, in a particular industry or sector. Investment performance of the sector may have a significant impact on the performance of the Company. The Company’s investments are also subject to the risk associated with investing in private equity securities. The investments in private equity securities are illiquid, can be subject to various restrictions on resale, and there can be no assurance that the Company will be able to realize the value of such investments in a timely manner, if at all.

 

The Company believes that its liquidity and capital resources are adequate to satisfy its operational needs as well as the continuation of its investment program.

 

This portfolio strategy presents a high degree of business and financial risk due to the nature of underlying companies in which the Portfolio Funds invest, which may include entities with little operating history, minimal capitalization, operations in new or developing industries, and concentration of investments in one industry or geographical area.

 

The Portfolio Fund assets may become investments in publicly traded securities through initial public offerings and acquisitions by public companies. These securities may be subject to restrictions, which may prevent the immediate resale of these securities by the Portfolio Funds. These securities may be subject to substantial market volatility which could impact the Portfolio Funds’ valuations.

 

The Portfolio Funds may invest in certain financial instruments which may contain varying degrees of off balance sheet credit, interest and market risks. As a result, the Company may be subject indirectly to such risks through its investment in the Portfolio Funds. However, due to the nature of the Company’s investments in Portfolio Funds, such risks are limited to the Company’s capital balance in each such Portfolio Fund.

 

18

 

 

Excelsior Private Markets Fund II (Master), LLC

Notes to Financial Statements

Year ended March 31, 2016

 

If the Company defaults on its commitment or fails to satisfy capital calls, it will be subject to significant penalties, including the complete forfeiture of the Company’s investment in the Portfolio Fund. This may impair the ability of the Company to pursue its investment program, force the Company to borrow or otherwise impair the value of the Company’s investments (including the complete devaluation of the Company). In addition, defaults by Members on their commitments to the Company, may cause the Company to, in turn, default on its commitment to a Portfolio Fund. In this case, the Company, and especially the non-defaulting Members, will bear the penalties of such default as outlined above. While the Investment Adviser has taken steps to mitigate this risk, there is no guarantee that such measures will be sufficient or successful.

 

10. Subsequent Events

 

On April 28, 2016 the Company called 0.75% of capital commitments.

 

On May 16, 2016 the Company called 1.00% of capital commitments.

 

The Company has evaluated all events subsequent to the balance sheet date of March 31, 2016, through the date these financial statements were available to be issued and has determined that no further subsequent events require disclosure.

 

19

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Managers and Members of

Excelsior Private Markets Fund II (Master), LLC

 

We have audited the accompanying statement of Assets, Liabilities and Members’ Equity - Net Assets of Excelsior Private Markets Fund II (Master), LLC (the “Company”), including the Schedule of Investments, as of March 31, 2016, and the related Statements of Operations, Changes in Members’ Equity – Net Assets, Cash Flows, and the Financial Highlights for the year then ended. These financial statements and financial highlights are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audit. The Statement of Changes in Members’ Equity – Net Assets for the year ended March 31, 2015 and the Financial Highlights for each of the three years in the period ended March 31, 2015 and for the period August 10, 2011 (commencement of operations) through March 31, 2012, were audited by other auditors, and in their opinion dated May 29, 2015, the other auditors expressed an unqualified opinion on such financial statement and financial highlights.

 

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of March 31, 2016, by correspondence with the underlying portfolio companies. We believe that our audit provides a reasonable basis for our opinion.

 

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of the Company, as of March 31, 2016, and the results of its operations, the changes in its members’ equity - net assets, its cash flows, and the financial highlights for the year ended March 31, 2016, in conformity with accounting principles generally accepted in the United States of America.

  

 

Philadelphia, Pennsylvania

May 27, 2016

 

20

 

 

Excelsior Private Markets Fund II (Master), LLC

Additional Information (Unaudited)

March 31, 2016

 

Proxy Voting and Form N-Q

 

A description of the Company’s policies and procedures used to determine how to vote proxies relating to the Company’s portfolio securities, as well as information regarding proxy votes cast by the Company (if any) during the most recent twelve month period ended June 30, is available without charge, upon request, by calling the Company at 212-476-8800 or on the website of the Securities and Exchange Commission (the “SEC”) at http://www.sec.gov. The Company did not receive any proxy solicitations during the year ended March 31, 2016.

 

The Company files a complete schedule of portfolio holdings with the SEC within sixty days after the end of the first and third fiscal quarters of each year on Form N-Q. The Company’s Forms NQ (i) are available at http://www.sec.gov, and (ii) may be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C. (the information regarding operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330), and (iii) may be obtained at no charge by calling the Company at 212-476-8800.

 

21

 

 

Excelsior Private Markets Fund II (Master), LLC

Officers of the Company (Unaudited)

March 31, 2016

 

Information pertaining to the Board of Managers of the Company is set forth below.

 

Name, Address and Age   Position(s) 
Held with the 
Company
  Term of Office
and Length of
Time Served
  Principal Occupation During Past Five Years and Other 
Directorships Held Outside of the Fund Complex
  Number of
Portfolios in Fund
Complex Overseen 
by Manager*
                 
Disinterested Managers
                 
Virginia G. Breen
325 North Saint Paul St., 49th Floor
Dallas, TX 75201
(Born 1964)
  Manager   Term Indefinite; Length- since inception   Partner, Chelsea Partners (7/11 to present); Partner, Sienna Ventures (2003 to 12/11); Partner, Blue Rock Capital (8/95 to 12/11); Director, Modus Link Global Solutions, Inc. (4/01 to 12/13); Director of Jones Lang LaSalle Property Trust, Inc.; Manager, UBs A&Q Registered Fund Complex (8 funds), and Director, Calamos Fund Complex (27 funds).   8
                 
Alan Brott
325 North Saint Paul St., 49th Floor
Dallas, TX 75201
(Born 1943)
  Manager   Term Indefinite; Length- since August 2015   Consultant (since 10/91); Associate Professor, Columbia University (since 2000); Former Partner of Ernst & Young; Director, Grosvenor RegisteredMulti-Strategy Master Fund, LLC, Grosvenor Registered Multi-Strategy Fund (TI 1), LLC, Grosvenor Registered Multi-Strategy Fund (TI 2), LLC, and Grosvenor Registered Multi-Strategy Fund (W), LLC, and a director of Stone Harbor Investment Funds (5 funds), Emerging Markets Income Fund and Stone Harbor Emerging Markets Total Income Fund.   9
                 
Victor F. Imbimbo, Jr.
325 North Saint Paul St., 49th Floor
Dallas, TX 75201
(Born 1952)
  Manager   Term Indefinite; Length- since August 2015   President and CEO of Caring Today, LLC, leading information and support resource for the family caregiver market; Former President for North America TBWA\World Health, a division of TBWA Worldwide, and Executive Vice President of TBWA\New York; Manager, Man FRM Alternative Multi-Strategy Fund LLC.   9
                 
Thomas F. McDevitt
325 North Saint Paul St. 49th Floor
Dallas, TX 75201
(Born 1956)
  Manager   Term Indefinite; Length- since inception   Managing Partner of Edgewood Capital Partners and President of Edgewood Capital Advisors (5/02 to present)   8
                 
Stephen V. Murphy
325 North Saint Paul St., 49th Floor
Dallas, TX 75201
(Born 1945)
  Manager   Term Indefinite; Length- since  August 2015   President of S.V. Murphy & Co, an investment banking firm (1/91 to present); Director, The First of Long Island Corporation, The First National Bank of Long Island and Man FRM Alternative Multi-Strategy Fund LLC. Former director, Bowne & Co., Inc. (1/06 to 11/10).   9
                 
Thomas G. Yellin
325 North Saint Paul St., 49th Floor
Dallas, TX 75201
(Born 1954)
  Manager   Term Indefinite; Length- since August 2015   President of The Documentary Group (since 6/06); Former President of PJ Productions (from 8/02 to 6/06); Former Executive Producer of ABC News (from 8/89 to 12/02), and Director, Grosvenor Registered Multi-Strategy Master Fund, LLC, Grosvenor Registered Multi-Strategy Fund (TI 1), LLC, Grosvenor Registered Multi-Strategy Fund (TI 2), LLC, and Grosvenor Registered Multi-Strategy Fund (W), LLC.   8

 

* The “Fund Complex” consists of Excelsior Venture Partners III, LLC (“EVP III”), Excelsior Private Markets Fund II (Master), LLC, Excelsior Private Markets Fund II (TI), LLC, Excelsior Private Markets Fund II (TE), LLC, Excelsior Private Markets Fund III (Master), LLC, Excelsior Private Markets Fund III (TI), LLC, Excelsior Private Markets Fund III (TE), LLC, UST Global Private Market Funds, LLC and NB Crossroads Private Markets Fund IV (TI) – Custody Client LLC. Each Manager serves on the board of managers of each fund in the Fund Complex, except only Messrs. Brott, Imbimbo, and Murphy serve on the board of managers of EVP III.

 

22

 

 

Excelsior Private Markets Fund II (Master), LLC

Officers of the Company (Unaudited)

March 31, 2016

 

Information pertaining to the officers of the Company is set forth below.

 

Name, Address and Age   Position(s) 
Held with the 
Company
  Term of Office
and Length of
Time Served
  Principal Occupation During Past Five Years
             
Officers who are not Managers
             
Andrew B. Allard
(Born 1961)
  Chief Legal Officer (only for purposes of sections 307 and 406 of the Sarbanes-Oxley Act of 2002) and Anti-Money Laundering Compliance Officer   Term — Indefinite; Length — since 2015   General Counsel and Senior Vice President, the Investment Adviser, since 2013; Senior Vice President, Neuberger Berman, since 2006 and Employee since 1999; Deputy General Counsel, Neuberger Berman, since 2004; formerly, Vice President, Neuberger Berman, 2000 to 2005; formerly, Employee, the Investment Adviser, 1994 to 1999; Chief Legal Officer (only for purposes of sections 307 and 406 of the Sarbanes-Oxley Act of 2002), ten registered investment companies for which the Investment Adviser acts as investment manager and administrator (ten since 2013); Anti-Money Laundering Compliance Officer, ten registered investment companies for which the Investment Adviser acts as investment manager and administrator (six since 2002, one since 2003, one since 2005, one since 2006 and one since 2013).
             
Mark Bonner
(Born 1977)
  Assistant Treasurer   Term — Indefinite; Length — since 2015   Senior Vice President, Neuberger Berman, since 2015; Formerly, Senior Vice President, Bank of America; Merrill Lynch Alternative Investments LLC (2006-2015); Manager, Advent International Corporation (2004-2006); Senior Associate, PricewaterhouseCoopers LLP (1999-2004).
             
Claudia A. Brandon
(Born 1956)
  Executive Vice President and Secretary   Term — Indefinite; Length — since 2015   Senior Vice President, Neuberger Berman, since 2007 and Employee since 1999; Senior Vice President, the Investment Adviser, since 2008 and Assistant Secretary since 2004; formerly, Vice President, Neuberger Berman, 2002 to 2006; formerly, Vice President-Mutual Fund Board Relations, the Investment Adviser, 2000 to 2008; formerly, Vice President, the Investment Adviser, 1986 to 1999 and Employee 1984 to 1999; Executive Vice President, ten registered investment companies for which the Investment Adviser acts as investment manager and administrator (nine since 2008 and one since 2013); Secretary, ten registered investment companies for which the Investment Adviser acts as investment manager and administrator (three since 1985, three since 2002, one since 2003, one since 2005, one since 2006 and one since 2013).
             
Robert Conti
(Born 1956)
  Chief Executive Officer and President   Term — Indefinite; Length — since 2015   Managing Director, Neuberger Berman, since 2007; Managing Director, NBFI, since 2009; formerly, Senior Vice President, Neuberger Berman, 2003 to 2006; formerly, Vice President, Neuberger Berman, 1999 to 2003; President and Chief Executive Officer, NB Management, since 2008; formerly, Senior Vice President, NB Management, 2000 to 2008.
             
Agnes Diaz
(Born 1971)
  Vice President   Term — Indefinite; Length — since 2015   Senior Vice President, Neuberger Berman, since 2012; Employee, the Investment Adviser, since 1996; formerly, Vice President, Neuberger Berman, 2007 to 2012; Vice President, ten registered investment companies for which the Investment Adviser acts as investment manager and administrator (ten since 2013).
             
Sheila James
(Born 1965)
  Assistant Secretary   Term — Indefinite; Length — since 2015   Vice President, Neuberger Berman, since 2008 and Employee since 1999; formerly, Assistant Vice President, Neuberger Berman, 2007; formerly, Employee, the Investment Adviser, 1991 to 1999; Assistant Secretary, ten registered investment companies for which the Investment Adviser acts as investment manager and administrator (six since 2002, one since 2003, one since 2005, one since 2006 and one since 2013).

 

23

 

 

Excelsior Private Markets Fund II (Master), LLC

Officers of the Company (Unaudited)

March 31, 2016

 

Name, Address and Age   Position(s)
Held with the
Company
  Term of Office
and Length of
Time Served
  Principal Occupation During Past Five Years
             
Officers who are not Managers
 
Brian Kerrane
(Born 1969)
  Vice President   Term — Indefinite; Length — since 2015   Managing Director, Neuberger Berman, since 2014; Vice President, the Investment Adviser, since 2008 and Employee since 1991; formerly, Senior Vice President, Neuberger Berman, 2006 to 2014; Chief Operating Officer, ten registered investment companies for which the Investment Adviser acts as investment manager and administrator (ten since 2015); Vice President, ten registered investment companies for which the Investment Adviser acts as investment manager and administrator (nine since 2008 and one since 2013).
             
Josephine Marone
(Born 1963)
  Assistant Secretary   Term — Indefinite; Length — since 2015   Senior Paralegal, Neuberger Berman, since 2007 and Employee since 2007.
             
John M. McGovern
(Born 1970)
  Treasurer   Term — Indefinite; Length — since 2015   Senior Vice President, Neuberger Berman, since 2007; Employee, the Investment Adviser, since 1993; Treasurer and Principal Financial and Accounting Officer, ten registered investment companies for which the Investment Adviser acts as investment manager and administrator (eight since 2005, one since 2006 and one since 2013); formerly, Vice President, Neuberger Berman, 2004 to 2006; formerly, Assistant Treasurer, eight registered investment companies for which the Investment Adviser acts as investment manager and administrator, 2002 to 2005.
             
Joshua Miller
(Born 1978)
  Vice President   Term — Indefinite; Length — since 2015   Senior Vice President, Neuberger Berman, (since 2004). Principal and Chief Operating Officer of NB Private Equity’s Private Investment Portfolios (since 2010).
             
Chamaine Williams
(Born 1971)
  Chief Compliance Officer   Term — Indefinite; Length — since 2015   Senior Vice President, Neuberger Berman, since 2007; Chief Compliance Officer, the Investment Adviser, since 2006; Chief Compliance Officer, ten registered investment companies for which the Investment Adviser acts as investment manager and administrator (eight since 2005, one since 2006 and one since 2013); formerly, Senior Vice President, LBI, 2007 to 2008; formerly, Vice President, LBI, 2003 to 2006; formerly, Chief Compliance Officer, Lehman Brothers Asset Management Inc., 2003 to 2007; formerly, Chief Compliance Officer, Lehman Brothers Alternative Investment Management LLC, 2003 to 2007.

 

All officers of the Company are employees and/or officers of the Investment Adviser. Officers of the Company are elected by the Managers and hold office until they resign, are removed or are otherwise disqualified to serve.

 

Alternative investments are sold to qualified investors only by a Confidential Offering Memorandum. An investment in an alternative investment fund is speculative and should not constitute a complete investment program. The information presented in the annual letter is current as of the date noted, is for information purposes only and does not constitute an offer to sell or a solicitation of an offer to buy interests in any fund. This is not, and under no circumstances is to be construed as, an offer to sell or a solicitation to buy any of the securities or investments referenced, nor does this information constitute investment advice or recommendations with respect to any of the securities or investments used. Past performance is no guarantee of future results. Additional information is available upon request.

 

 

 24 

 

 

 

Item 2. Code of Ethics.

 

The Registrant has adopted a code of ethics that applies to the Registrant's principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions. For the fiscal year ended March 31, 2016, there were no amendments to a provision of the code of ethics that relates to any element of code of ethics definition, nor were there any waivers granted from a provision of the code of ethics. A copy of the Registrant's code of ethics is filed with this form N-CSR under Item 12(a)(1).

 

Item 3. Audit Committee Financial Expert.

 

The Board of Managers of the Registrant has determined that Alan Brott possesses the technical attributes identified in Instruction 2(b) of Item 3 to Form N-CSR to qualify as an "audit committee financial expert", and has designated Mr. Brott as the Audit Committee's financial expert. Mr. Brott is an "independent" Manager pursuant to paragraph (a)(2) of Item 3 on Form N-CSR.

 

Item 4. Principal Accountant Fees and Services.

 

(a) Audit Fees

 

The aggregate fees, billed for professional services rendered by the Registrant's principal accountant for the audit of the Registrant's annual financial statements and security counts required under Rule 17f-2 of the Investment Company Act of 1940 (the "1940 Act") for the fiscal years ended March 31, 2015 and March 31, 2016 were $7,763 and $6,870 respectively.

 

(b) Audit-Related Fees

 

There were no audit-related services provided by the principal accountant to the Registrant for the last two fiscal years.

 

(c) Tax Fees

 

The principal accountant for the audit of the Registrant's annual financial statements billed no fees for tax compliance, tax advice or tax planning services to the Registrant during the last two fiscal years.

 

(d) All Other Fees

 

The principal accountant billed no other fees to the Registrant during the last two fiscal years.

 

(e) (1) During its regularly scheduled periodic meetings, the Registrant's audit committee will pre-approve all audit, audit-related, tax and other services to be provided by the principal accountants of the Registrant. The audit committee has delegated pre-approval authority to its Chairman for any subsequent new engagements that arise between regularly scheduled meeting dates provided that any such pre-approved fees are presented to the audit committee at its next regularly scheduled meeting.

(e) (2) Not applicable

   

 

 

 

(f) Not applicable.

 

(g) The amount of non-audit fees that were billed by the Registrant's accountant for services rendered to: (i) the Registrant, and (ii) the Registrant's investment adviser and any control person of the adviser that provides ongoing services to the registrant for the fiscal year ended March 31, 2016, were $0 and $0, respectively.

 

The amount of non-audit fees that were billed by the Registrant's accountant for services rendered to: (i) the Registrant, and (ii) the Registrant's investment adviser and any control person of the adviser that provides ongoing services to the registrant for the fiscal year ended March 31, 2015, were $0 and $0, respectively.

 

(h) The Registrant's audit committee of the board of directors has considered whether the provision of non-audit services that may be rendered to the Registrant's investment adviser, and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the Registrant that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X is compatible with maintaining the principal account's independence. No such services were rendered.

 

Item 5. Audit Committee of Listed Registrants.

 

Not applicable.

 

Item 6. Schedule of Investments.

 

(a) The Schedule of Investments is included as part of the report to members filed under Item 1 of this form.

 

(b) Not applicable.

 

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

 

A copy of the Proxy Voting Policies and Procedures is included as Exhibit 2 to this form.

 

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

 

(a)(1) Identification of Portfolio Manager(s) or Management Team Members and Description of Role of Portfolio Manager(s) or Management Team Member - As of March 31, 2016:

 

NB Private Equity’s investment team is responsible for the day-to-day management of the Fund and, along with other members of NB Private Equity, serves as the day-to-day interface with the members of the Investment Committee, which serve as the Fund’s Portfolio Fund Managers. The Investment Committee and other senior private equity investment personnel also have responsibility for managing private equity investments made on behalf of third-party investors, sourcing new investment opportunities, performing due diligence on all new investment opportunities and monitoring existing investments.

 

The Investment Committee is responsible for the development, selection, and ongoing monitoring and realization of investments. The eight-member Investment Committee has 250 years of combined professional experience. We believe the Investment Committee is distinctive within the private equity industry for its composition of individuals with diverse backgrounds in not only portfolio and fund of funds management, but also as partners of large-cap buyout funds and mid-cap buyout funds and as chief executive officers of private equity backed portfolio companies. The insights of such a diverse group add substantial value to our diligence process. The Investment Committee operates on a majority vote basis, assuring that every investment gets a full and impartial analysis by the Investment Committee. The Investment Committee is supported by an investment team of principals, senior vice presidents, vice presidents, associates, and analysts who execute our rigorous due diligence process.

   

 

 

 

John P. Buser is a Managing Director of Neuberger Berman and Global Head of the Private Investment Portfolios practice for Neuberger Berman. He is also a member of the Private Investment Portfolios, Co-Investment, Latin America Private Equity, Northbound and Secondary Investment Committees. Before joining Neuberger Berman in 1999, Mr. Buser was a partner at the law firm of Akin, Gump, Strauss, Hauer & Feld, L.L.P., where he had extensive experience in the practice of domestic and international income taxation during his 17 year tenure. Mr. Buser was admitted to the State Bar of Texas in 1982 after receiving his J.D. from Harvard Law School. Prior to attending law school, Mr. Buser graduated summa cum laude with a B.S. in accounting from Kansas State University.

 

John H. Massey is the Chairman of the Neuberger Berman Private Investment Portfolios Investment Committee. He is also a member of the Co-Investment and Latin America Private Equity Investment Committees. In 1996, Mr. Massey was elected as one of the original members of the board of directors of the PineBridge Fund Group. Mr. Massey is active as a private investor and corporate director. Previously, he was Chairman and CEO of Life Partners Group, Inc., a NYSE listed company. Over the last 35 years, Mr. Massey has also served in numerous executive leadership positions with other publicly held companies including Gulf Broadcast Corporation, Anderson Clayton & Co., and Gulf United Corporation. He began his career in 1966 with Republic National Bank of Dallas as an investment analyst. Mr. Massey currently serves on the boards of several financial institutions, including Central Texas Bankshare Holdings, and Hill Bancshares Holdings, Inc., among others. He is also the principal shareholder of Columbus State Bank in Columbus, Texas and Hill Bank and Trust Company in Weimar, Texas. Mr. Massey received the Most Distinguished Alumnus award from SMU’s Cox School of Business in 1993. In 2009, he and Mrs. Massey were jointly named Most Distinguished Alumnus by The University of Texas from the Dallas/Fort Worth area. He currently serves as Chair of the Board of Trustees of the University of Texas School of Law and as an Advisory Board Member of the McCombs School of Business at The University of Texas. He is also active in oil and gas, agricultural and wildlife conservation activities in Colorado County and Matagorda County, Texas. Mr. Massey received a B.B.A. from Southern Methodist University and an M.B.A. from Cornell University. He also earned an L.L.B. from The University of Texas at Austin. He received his Chartered Financial Analyst designation and has been a member of the State Bar of Texas since 1966.

 

Joana P. Rocha Scaff is a Managing Director of Neuberger Berman, Head of Europe Private Equity and a member of the Co-Investment, Latin America Private Equity and Private Investment Portfolios Investment Committees. Previously, Ms. Scaff worked in investment banking covering primarily the telecommunications, media and information services sectors. Ms. Scaff worked in the investment banking division of Lehman Brothers, and prior to that at Citigroup Global Markets and Espirito Santo Investment. She advised on corporate transactions including mergers and acquisitions, financial restructurings and public equity and debt offerings in the United States, Europe and Brazil. Ms. Scaff received her M.B.A. from Columbia Business School and her B.A. in Business Management and Administration from the Universidade Catolica of Lisbon. Ms. Scaff is a member of the LP Committee of the BCVA – British Private Equity & Venture Capital Association.

 

Jonathan D. Shofet is a Managing Director of Neuberger Berman and a member of the Private Investment Portfolios and Latin America Investment Committees. Prior to joining Neuberger Berman in 2005, Mr. Shofet was a member of the Lehman Brothers Private Equity division for five years, focusing on mid-through late-stage equity investments primarily in the technology, communications and media sectors. Prior to that, Mr. Shofet was a member of the Lehman Brothers Investment Banking division, where he focused on public and private financings, as well as strategic advisory in the real estate, technology and utility sectors. Mr. Shofet sits on the Limited Partner Advisory Boards of Castlelake Airline Credit, Castlelake Credit Strategies, Chambers Energy Capital, ComVest Investment Partners, DFJ Gotham, DFW Capital, Edison Venture Fund, Garrison Opportunities Fund, LLR Partners, NewSpring Capital, Platinum Equity, Siris Partners, Tengram Capital Partners and Wayzata Opportunities Fund. He is also a Board Observer for several private companies. Mr. Shofet holds a B.A. from Binghamton University, where he graduated summa cum laude, Phi Beta Kappa.

   

 

 

Brien P. Smith is a Managing Director of Neuberger Berman and a leader of the Firm’s Private Investment Portfolios practice. He is also a member of the Private Investment Portfolios, Co-Investment, Latin America Private Equity and Private Debt Investment Committees. Mr. Smith sits on the Limited Partner Advisory Boards of a number of investment relationships on behalf of Neuberger Berman funds. Prior to joining Neuberger Berman in 2001, Mr. Smith worked in the middle market private equity firm Mason Best Company, L.P., and its affiliates. While at Mason Best, Mr. Smith served in a number of roles, including executing private equity investments and dispositions, arranging transaction financing and restructuring underperforming investments. Mr. Smith began his career at Arthur Andersen & Co. where he focused on the financial services sector in the southwest. Mr. Smith sits on the Red McCombs School of Business Advisory Council at the University of Texas at Austin. He is also a director of National Autotech Inc. and has also served on a number of other boards of directors. Mr. Smith received a Master’s in Professional Accounting and a B.B.A. from the University of Texas at Austin.

 

David S. Stonberg is a Managing Director of Neuberger Berman and is the Global Co-Head of Private Equity Co-Investments. He is also a member of the Co-Investment, Private Investment Portfolios, Latin America Private Equity and Secondary Investment Committees. Before joining Neuberger Berman in 2002, Mr. Stonberg held several positions within Lehman Brothers’ Investment Banking Division including providing traditional corporate and advisory services to clients as well as leading internal strategic and organizational initiatives for Lehman Brothers. Mr. Stonberg began his career in the Mergers and Acquisitions Group at Lazard Frères. Mr. Stonberg is also a member of the Neuberger Berman Risk Committee. Mr. Stonberg holds an M.B.A. from the Stern School of New York University and a B.S.E. from the Wharton School of the University of Pennsylvania.

 

Anthony D. Tutrone is the Global Head of Neuberger Berman Private Equity and a Managing Director of Neuberger Berman. He is a member of all Neuberger Berman Private Equity’s Investment Committees. Mr. Tutrone is a member of Neuberger Berman's Partnership, Operating, and Asset Allocation Committees. Prior to starting at Neuberger Berman, from 1994 to 2001, Mr. Tutrone was a Managing Director and founding member of The Cypress Group, a private equity firm focused on middle market buyouts with approximately $3.5 billion in assets under management. Mr. Tutrone began his career at Lehman Brothers in 1986, starting in Investment Banking and in 1987 becoming one of the original members of the firm’s Merchant Banking Group. This group managed a $1.2 billion private equity fund focused on middle market buyouts. He has been a member of the board of directors of several public and private companies and has sat on the advisory boards of several private equity funds. Mr. Tutrone earned an M.B.A. from Harvard Business School and a B.A. in Economics from Columbia University.

 

Peter J. Von Lehe is a Managing Director of Neuberger Berman and a leader of the Firm’s Private Investment Portfolios practice. He is also a member of the Athyrium, Private Investment Portfolios, Co-Investment, Latin America Private Equity and Private Debt Investment Committees. Mr. von Lehe sits on the Limited Partner Advisory Boards of a number of investment relationships globally on behalf of Neuberger Berman funds. Previously, Mr. von Lehe was a Managing Director and Deputy Head of the Private Equity Fund of Funds unit of Swiss Reinsurance Company. There, Mr. von Lehe was responsible for investment analysis and product structuring and worked in both New York and Zurich. Before that, he was an attorney with the law firm of Willkie Farr & Gallagher LLP in New York focusing on corporate finance and private equity transactions. He began his career as a financial analyst for a utility company, where he was responsible for econometric modeling. Mr. von Lehe received a B.S. with Honors in Economics from the University of Iowa and a J.D. with High Distinction, from the University of Iowa College of Law. He is a member of the New York Bar.

   

 

 

James Bowden is a Managing Director of Neuberger Berman. Previously, Mr. Bowden was a Managing Director Bank of America / Merrill Lynch, managing the group’s private equity fund of funds business since its inception in 1998. In that capacity he led the private placement capital raising activities, directed investment origination and has ongoing management and administration responsibilities for the Bank of America fund of funds business. Mr. Bowden’s career covers a variety of private equity, commercial banking and management consulting positions. Prior to joining Bank of America / Merrill Lynch, he served as the manager of the Chicago office of Corporate Credit Examination Services for Continental Bank, where he had responsibility for the independent oversight of the Private Equity Investing and Midwest Commercial Banking Division. Earlier in his career, he was a Managing Consultant in the Financial Advisory Services practice of Coopers & Lybrand, specializing in corporate turnarounds and previously focused on commercial lending and problem loan workouts during his time at Continental Bank, Citicorp and the American National Bank of Chicago. Mr. Bowden received his M.B.A. and B.B.A. from the University of Michigan. Mr. Bowden is a Certified Public Accountant.

 

(a)(2) Other Accounts Managed by Portfolio Manager(s) or Management Team Member - As of March 31, 2016:

 

The following tables set forth information about funds and accounts other than the Registrant for which a member of the Portfolio Management Team is primarily responsible for the day-to-day portfolio management as of March 31, 2016, unless indicated otherwise.

 

John P. Buser

 

Registered Investment

Companies Managed

  Pooled Vehicles Managed  

Other Accounts

Managed

Number   Total Assets   Number   Total Assets   Number   Total Assets
4   $484,100,000   31   $8,631,700,000   33   $9,491,900,000

 

Registered Investment

Companies Managed

  Pooled Vehicles Managed  

Other Accounts

Managed

Number with

Performance-

Based Fees

 

Total Assets with

Performance-

Based Fees

 

Number with

Performance-

Based Fees

 

Total Assets with

Performance-

Based Fees

 

Number with

Performance-

Based Fees

 

Total Assets with

Performance-

Based Fees

4   $484,100,000   31   $8,631,700,000   33   $9,491,900,000

 

John H. Massey

 

Registered Investment

Companies Managed

  Pooled Vehicles Managed  

Other Accounts

Managed

Number   Total Assets   Number   Total Assets   Number   Total Assets
4   $484,100,000   31   $8,631,700,000   33   $9,491,900,000

 

Registered Investment

Companies Managed

  Pooled Vehicles Managed  

Other Accounts

Managed

Number with

Performance-

Based Fees

 

Total Assets with

Performance-

Based Fees

 

Number with

Performance-

Based Fees

 

Total Assets with

Performance-

Based Fees

 

Number with

Performance-

Based Fees

 

Total Assets with

Performance-

Based Fees

4   $484,100,000   31   $8,631,700,000   33   $9,491,900,000

 

   

 

 

 

 

Joana P. Rocha Scaff

 

Registered Investment

Companies Managed

  Pooled Vehicles Managed  

Other Accounts

Managed

Number   Total Assets   Number   Total Assets   Number   Total Assets
4   $484,100,000   31   $8,631,700,000   33   $9,491,900,000

 

Registered Investment

Companies Managed

  Pooled Vehicles Managed  

Other Accounts

Managed

Number with

Performance-

Based Fees

 

Total Assets with

Performance-

Based Fees

 

Number with

Performance-

Based Fees

 

Total Assets with

Performance-

Based Fees

 

Number with

Performance-

Based Fees

 

Total Assets with

Performance-

Based Fees

4   $484,100,000   31   $8,631,700,000   33   $9,491,900,000

 

 

Jonathan D. Shofet

 

Registered Investment

Companies Managed

  Pooled Vehicles Managed  

Other Accounts

Managed

Number   Total Assets   Number   Total Assets   Number   Total Assets
4   $484,100,000   31   $8,631,700,000   33   $9,491,900,000

 

Registered Investment

Companies Managed

  Pooled Vehicles Managed  

Other Accounts

Managed

Number with

Performance-

Based Fees

 

Total Assets with

Performance-

Based Fees

 

Number with

Performance-

Based Fees

 

Total Assets with

Performance-

Based Fees

 

Number with

Performance-

Based Fees

 

Total Assets with

Performance-

Based Fees

4   $484,100,000   31   $8,631,700,000   33   $9,491,900,000

 

Brien P. Smith

 

Registered Investment

Companies Managed

  Pooled Vehicles Managed  

Other Accounts

Managed

Number   Total Assets   Number   Total Assets   Number   Total Assets
4   $484,100,000   31   $8,631,700,000   33   $9,491,900,000

 

Registered Investment

Companies Managed

  Pooled Vehicles Managed  

Other Accounts

Managed

Number with

Performance-

Based Fees

 

Total Assets with

Performance-

Based Fees

 

Number with

Performance-

Based Fees

 

Total Assets with

Performance-

Based Fees

 

Number with

Performance-

Based Fees

 

Total Assets with

Performance-

Based Fees

4   $484,100,000   31   $8,631,700,000   33   $9,491,900,000

 

 

David S. Stonberg

 

Registered Investment

Companies Managed

  Pooled Vehicles Managed  

Other Accounts

Managed

Number   Total Assets   Number   Total Assets   Number   Total Assets
4   $484,100,000   31   $8,631,700,000   33   $9,491,900,000

 

Registered Investment

Companies Managed

  Pooled Vehicles Managed  

Other Accounts

Managed

Number with

Performance-

Based Fees

 

Total Assets with

Performance-

Based Fees

 

Number with

Performance-

Based Fees

 

Total Assets with

Performance-

Based Fees

 

Number with

Performance-

Based Fees

 

Total Assets with

Performance-

Based Fees

4   $484,100,000   31   $8,631,700,000   33   $9,491,900,000

 

   

 

 

 

 

Anthony D. Tutrone

 

Registered Investment

Companies Managed

  Pooled Vehicles Managed  

Other Accounts

Managed

Number   Total Assets   Number   Total Assets   Number   Total Assets
4   $484,100,000   31   $8,631,700,000   33   $9,491,900,000

 

Registered Investment

Companies Managed

  Pooled Vehicles Managed  

Other Accounts

Managed

Number with

Performance-

Based Fees

 

Total Assets with

Performance-

Based Fees

 

Number with

Performance-

Based Fees

 

Total Assets with

Performance-

Based Fees

 

Number with

Performance-

Based Fees

 

Total Assets with

Performance-

Based Fees

4   $484,100,000   31   $8,631,700,000   33   $9,491,900,000

 

Peter J. Von Lehe

 

Registered Investment

Companies Managed

  Pooled Vehicles Managed  

Other Accounts

Managed

Number   Total Assets   Number   Total Assets   Number   Total Assets
4   $484,100,000   31   $8,631,700,000   33   $9,491,900,000

 

Registered Investment

Companies Managed

  Pooled Vehicles Managed  

Other Accounts

Managed

Number with

Performance-

Based Fees

 

Total Assets with

Performance-

Based Fees

 

Number with

Performance-

Based Fees

 

Total Assets with

Performance-

Based Fees

 

Number with

Performance-

Based Fees

 

Total Assets with

Performance-

Based Fees

4   $484,100,000   31   $8,631,700,000   33   $9,491,900,000

 

James Bowden

 

Registered Investment

Companies Managed

  Pooled Vehicles Managed  

Other Accounts

Managed

Number   Total Assets   Number   Total Assets   Number   Total Assets
4   $484,100,000   12   $1,847,200,000   0   N/A

 

Registered Investment

Companies Managed

  Pooled Vehicles Managed  

Other Accounts

Managed

Number with

Performance-

Based Fees

 

Total Assets with

Performance-

Based Fees

 

Number with

Performance-

Based Fees

 

Total Assets with

Performance-

Based Fees

 

Number with

Performance-

Based Fees

 

Total Assets with

Performance-

Based Fees

4   $484,100,000   12   $1,847,200,000   0   N/A

 

Potential Conflicts of Interests

 

Real, potential or apparent conflicts of interest may arise should members of the Portfolio Management Team have day-to-day portfolio management responsibilities with respect to more than one fund. Portfolio Management Team members may manage other accounts with investment strategies similar to the Registrant, including other investment companies, pooled investment vehicles and separately managed accounts. Fees earned by the Investment Adviser may vary among these accounts and Portfolio Management Team members may personally invest in these accounts. These factors could create conflicts of interest because the Portfolio Management Team members may have incentives to favor certain accounts over others, that could result in other accounts outperforming the Registrant. A conflict may also exist if a Portfolio Management Team member identifies a limited investment opportunity that may be appropriate for more than one account, but the Registrant is not able to take full advantage of that opportunity due to the need to allocate that opportunity among multiple accounts. In addition, a Portfolio Management Team member may execute transactions for another account that may adversely impact the value of securities held by the Registrant. However, the Investment Adviser believes that these risks are mitigated by the fact that accounts with like investment strategies managed by the Portfolio Management Team members are generally managed in a similar fashion and the Investment Adviser has a policy that seeks to allocate opportunities on a fair and equitable basis.

   

 

 

(a)(3) Compensation Structure of Portfolio Manager(s) or Management Team Members - As of March 31, 2016:

 

Our compensation philosophy is one that focuses on rewarding performance and incentivizing our employees. We are also focused on creating a compensation process that we believe is fair, transparent, and competitive with the market.

 

Compensation for Portfolio Fund Managers consists of fixed and variable compensation but is more heavily weighted on the variable portion of total compensation and reflects individual performance, overall contribution to the team, collaboration with colleagues across Neuberger Berman and, most importantly, overall investment performance. In particular, the bonus for a Portfolio Fund Manager is determined by using a formula and may or may not contain a discretionary component. If applicable, the discretionary component is determined on the basis of a variety of criteria, including investment performance (including the pre-tax three-year track record in order to emphasize long-term performance), utilization of central resources (including research, sales and operations/support), business building to further the longer term sustainable success of the investment team, effective team/people management, and overall contribution to the success of Neuberger Berman. In addition, compensation of portfolio managers at other comparable firms is considered, with an eye toward remaining competitive with the market.

 

The terms of our long-term retention incentives are as follows:

 

·Employee-Owned Equity. An integral part of our management buyout in 2009 was the implementation of an equity ownership structure which embodies the importance of incentivizing and retaining key investment professionals. Investment professionals have received a majority of the equity units owned by all employees. These units were subject to vesting (generally 25% vested each year at the 2nd, 3rd, 4th and 5th anniversaries of the grant).

 

In addition, in prior years certain employees may have elected to have a portion of their compensation delivered in the form of equity, which, in certain instances, is vested upon issuance and in other instances vesting aligns with the vesting of our Contingent Compensation Program (vesting over 3 years). For 2017 (and in some cases 2016), our Contingent Compensation Program will allow eligible employees to elect to receive 50% of deferred compensation in the form of vested equity. Eligible employees who have represented that they have sufficient direct investments in Neuberger Berman strategies in their private accounts (typically, 50% of their average three year-year compensation) can elect to receive up to 100% of deferred compensation in the form of vested equity.

 

Further, employees may have purchased vested equity through our Capital Units Election Program offering – we anticipate a similar offering in the first quarter of 2016 through which eligible employees will be able to purchase equity, subject to allocation capacity and program terms and conditions.

 

In implementing these programs, Neuberger Berman has established additional ways to expand employee-owned equity while also insuring that we continue align the interests of our employees with the interests of our clients.

 

For confidentiality and privacy reasons, we cannot disclose individual equity holdings or program participation.

   

 

 

·Contingent Compensation. Neuberger Berman established the Neuberger Berman Group Contingent Compensation Plan (the "CCP") to serve as a means to further align the interests of our employees with the success of the firm and the interests of our clients, and to reward continued employment. Under the CCP, a percentage of a participant's total compensation is contingent and tied to the performance of a portfolio of Neuberger Berman investment strategies as specified by the firm on an employee-by-employee basis. By having a participant's contingent compensation tied to Neuberger Berman investment strategies, each employee is given further incentive to operate as a prudent risk manager and to collaborate with colleagues to maximize performance across all business areas. In the case of Portfolio Managers, the CCP is currently structured so that such employees have exposure to the investment strategies of their respective teams as well as the broader Neuberger Berman portfolio. In addition, certain CCP Participants may make an election to receive a portion of their contingent compensation in the form of equity, subject to vesting provisions and other provisions generally consistent with those of the traditional CCP. Subject to satisfaction of certain conditions of the CCP (including conditions relating to continued employment), contingent compensation amounts vest over three years. Neuberger Berman determines annually which employees participate in the program based on total compensation for the applicable year.

 

·Restrictive Covenants. Most investment professionals, including Portfolio Fund Managers, are subject to notice periods and restrictive covenants which include employee and client non-solicit restrictions as well as restrictions on the use of confidential information. In addition, depending on participation levels, certain senior professionals who have received equity grants have also agreed to additional notice and transition periods and, in some cases, non-compete restrictions.

 

(a)(4) As of March 31, 2016, no Portfolio Management Team member owned any Interests in the registrant.

 

(b) Not applicable.

 

Item 9. Purchase of Equity Securities By Close-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 members may recommend nominees to the Registrant's board of managers that would require disclosure.

 

Item 11. Controls and Procedures.

 

(a) The Registrant's Principal Executive Officer and Principal Financial Officer have concluded that the Registrant's disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended (the "1940 Act")) were effective as of a date within 90 days prior to the filing date of this report, based on their evaluation of the effectiveness of the Registrant's disclosure controls and procedures, as required by Rule 30a-3(b) of the 1940 Act.

 

(b) There were no changes in the Registrant's internal control over financial reporting that occurred during the Registrant's fourth fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting.

 

Item 12. Exhibits.

 

(a)(1) Code of Ethics (see Exhibit 1)
   
(a)(2) Separate certifications for the Registrant's Principal Executive Officer and Principal Financial Officer, as required by Rule 30a-2(a) under the 1940 Act are filed herewith
   
(a)(3) Not applicable
   
(b) Not applicable

 

   

 

 

 

Signatures

 

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

 

(Registrant) Excelsior Private Markets Fund II (TI), LLC
   
By (Signature and Title) /s/ Robert Conti
  Robert Conti, Chief Executive Officer and President

Date June 6, 2016

 

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

 

By (Signature and Title) /s/ Robert Conti
  Robert Conti, Chief Executive Officer and President

Date June 6, 2016

 

By (Signature and Title) /s/ John M. McGovern
  John M. McGovern, Treasure and Principal Financial and Accounting Officer

Date June 6, 2016

 

   

 

 

 

EX-99.CERT 2 v441628_ex99-cert.htm EX-99.CERT

 

EX-99.CERT

 

Item 12(a)(2)

 

CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT

 

 

I, Robert Conti, certify that:

 

1.I have reviewed this report on Form N-CSR of Excelsior Private Markets Fund II (TI), LLC;

 

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows of the registrant as of, and for, the periods presented in this report;

 

4.The registrant's other certifying officers(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

 

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and

 

(d)Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting;

 

5.The registrant's other certifying officer(s) and I have disclosed to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

 

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and

 

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

 

 

Date: June 6 2016   /s/ Robert Conti
                             Robert Conti, Chief Executive Officer and President

 

   

 

 

CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT

 

 

I, John M. McGovern, certify that:

 

1.I have reviewed this report on Form N-CSR of Excelsior Private Markets Fund II (TI), LLC;

 

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows of the registrant as of, and for, the periods presented in this report;

 

4.The registrant's other certifying officers(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

 

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and

 

(d)Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting;

 

5.The registrant's other certifying officer(s) and I have disclosed to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

 

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and

 

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

 

 

Date: June 6, 2016 /s/ John M. McGovern
  John M. McGovern, Treasure and Principal Financial and Accounting Officer

 

   

 

 

 

 

 

 

EX-99.906 CERT 3 v441628_ex99-906cert.htm EX-99.906 CERT

 

EX-99.Cert 12 (b)

 

Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

This certification is provided pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, and 18 U.S.C. §1350, and accompanies the report on Form N-CSR for the period ended March 31, 2016, of Excelsior Private Markets Fund II (TI), LLC (the “Fund”).

 

Each of the undersigned officers of the Fund hereby certified that, to the best of such officer’s knowledge:

 

(i)the Form N-CSR fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a) or 78o(d)); and
(ii)the information contained in the Form N-CSR fairly presents, in all material respects, the financial condition and results of operation of the Company.

 

 

June 6, 2016 /s/ James D. Bowden
Date James D. Bowden
  Principal Executive Officer
   
   
June 6, 2016 /s/ Steven L. Suss
Date Steven L. Suss
  Principal Financial Officer

 

   

 

 

GRAPHIC 4 tsig.jpg GRAPHIC begin 644 tsig.jpg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tsign.jpg GRAPHIC begin 644 tsign.jpg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