Page | ||||
PNC Absolute Return Master Fund LLC Commentary |
1 | |||
Organizational Structure Summary |
4 | |||
Schedule of Investments for PNC Absolute Return Master Fund LLC |
6 | |||
Statements of Assets and Liabilities |
9 | |||
Statements of Operations |
10 | |||
Statements of Changes in Members Capital |
11 | |||
Statements of Cash Flows |
13 | |||
Financial Highlights for PNC Absolute Return Fund LLC |
14 | |||
Consolidated Financial Highlights for PNC Absolute Return TEDI Fund LLC |
15 | |||
Financial Highlights for PNC Absolute Return Master Fund LLC |
16 | |||
Notes to Financial Statements |
17 | |||
Other Information |
29 |
1
2
* | The Master Fund commenced investment operations on July 1, 2006. The performance and portfolio holdings discussed herein include the past performance and portfolio holdings of a predecessor fund with the same investment objective and strategies that transferred all of its assets to the Master Fund on July 1, 2006. | |
1 | The S&P 500® Index is a capitalization weighted index of 500 of the largest companies trading on the NYSE, as selected by Standard & Poors. Widely regarded as the standard for measuring large-cap U.S. stock market performance, the index includes exposure to all sectors and industries. An investor may not invest directly in the index. | |
2 | The HFRX Absolute Return® Index is an investable hedge fund index designed to provide consistent returns with minimal correlation to the equity and fixed income markets. | |
3 | The Barclays Aggregate Bond® Index is a market-weighted, intermediate-term bond index that encompasses U.S. Treasury and agency securities and investment grade corporate and international (dollar denominated) bonds. It is an unmanaged index frequently used as a general measure of bond market performance. An investor may not invest directly into the index. | |
4 | The Russell 2000® Index measures the performance of the small-cap segment of the U.S. equity universe. The Russell 2000® Index is a subset of the Russell 3000 Index representing approximately 8% of the total market capitalization of that index. It includes approximately 2000 of the smallest securities based on a combination of their market cap and current index membership. |
3
4
5
% of | ||||||||||||
Members | ||||||||||||
Cost | Value | Capital | ||||||||||
Investment Funds* |
||||||||||||
Credit Based |
||||||||||||
Brigade Leveraged
Capital Structures
Fund, L.P. |
$ | 803,930 | $ | 1,025,087 | 3.80 | % | ||||||
Chatham Asset
Partners High
Yield Fund |
880,000 | 884,094 | 3.27 | |||||||||
GSO Liquidity
Partners L.P. |
88,941 | 80,960 | 0.30 | |||||||||
GSO Special
Situations Fund,
L.P. |
178,132 | 244,322 | 0.90 | |||||||||
MKP Credit, L.P. |
1,193,430 | 1,906,535 | 7.06 | |||||||||
Total Credit Based |
3,144,433 | 4,140,998 | 15.33 | |||||||||
Event-Driven |
||||||||||||
Canyon Value
Realization Fund,
L.P. |
112,931 | 168,201 | 0.62 | |||||||||
Castlerigg
Partners, L.P. |
26,428 | 16,219 | 0.06 | |||||||||
Cerberus SPV, LLC |
836,047 | 1,610,794 | 5.96 | |||||||||
Lenado Partners,
Series A of Lenado
Capital Partners
L.P. |
339,189 | 75,575 | 0.28 | |||||||||
Luxor Capital
Partners L.P. |
880,000 | 933,379 | 3.46 | |||||||||
Montrica Global
Opportunities
Fund, L.P. |
156,078 | 81,870 | 0.30 | |||||||||
Taconic
Opportunity Fund,
L.P. |
859,477 | 1,103,418 | 4.09 | |||||||||
Trian Partners |
1,000,000 | 965,518 | 3.58 | |||||||||
Total Event-Driven |
4,210,150 | 4,954,974 | 18.35 | |||||||||
Global Macro |
||||||||||||
Brevan Howard, L.P. |
597,239 | 1,377,411 | 5.10 | |||||||||
COMAC Global Macro
Fund, L.P. |
1,000,000 | 1,197,077 | 4.43 | |||||||||
Prologue Delaware
Feeder Fund L.P. |
1,100,000 | 1,137,065 | 4.21 | |||||||||
Total Global Macro |
2,697,239 | 3,711,553 | 13.74 |
6
% of | ||||||||||||
Members | ||||||||||||
Cost | Value | Capital | ||||||||||
Investment Funds* (continued) |
||||||||||||
Hedged Equity |
||||||||||||
Ascend Partners Fund II L.P. |
$ | 1,100,000 | $ | 1,042,740 | 3.86 | % | ||||||
Atlas Global, LLC |
1,500,000 | 1,859,444 | 6.89 | |||||||||
Indus Europe Fund L.P. |
1,000,000 | 935,304 | 3.46 | |||||||||
Karsch Capital II L.P. |
1,000,000 | 904,574 | 3.35 | |||||||||
Perry Partners, L.P. |
55,590 | 68,052 | 0.25 | |||||||||
SAC Multi-Strategy Fund L.P. |
44,706 | 48,556 | 0.18 | |||||||||
Total Hedged Equity |
4,700,296 | 4,858,670 | 17.99 | |||||||||
Managed Futures |
||||||||||||
BlueTrend Fund L.P. (Class
A) |
762,473 | 963,377 | 3.57 | |||||||||
Total Managed Futures |
762,473 | 963,377 | 3.57 | |||||||||
Multi-Strategy |
||||||||||||
Amaranth Partners, L.L.C. |
156,400 | 93,903 | 0.35 | |||||||||
Goldman Sachs Investment
Partners |
740,575 | 825,200 | 3.05 | |||||||||
HBK SLV, LP |
46,483 | 39,418 | 0.15 | |||||||||
Millennium USA, LP |
860,737 | 1,180,096 | 4.37 | |||||||||
Total Multi-Strategy |
1,804,195 | 2,138,617 | 7.92 | |||||||||
Volatility |
||||||||||||
Ionic Capital Partners L.P. |
880,000 | 892,872 | 3.31 | |||||||||
Total Volatility |
880,000 | 892,872 | 3.31 | |||||||||
Total Investment Funds |
18,198,786 | 21,661,061 | 80.21 | |||||||||
Affiliated Registered
Investment Company |
||||||||||||
PNC Advantage Institutional
Money Market Fund
Institutional |
||||||||||||
Shares, 0.05% (a) |
722,762 | 722,762 | 2.68 | |||||||||
Total Investments |
$ | 18,921,548 | 22,383,823 | 82.89 | ||||||||
Other Assets and Other
Liabilities (Net) |
4,620,779 | 17.11 | ||||||||||
Members capital |
$ | 27,004,602 | 100.00 | % | ||||||||
* | All Investment Funds are non-income producing. See Note 3 for additional information on liquidity of Investment Funds. | |
(a) | Rate shown is the 7-day effective yield as of September 30, 2011. |
7
Country | Cost | Value | ||||||
Cayman Islands - 0.30% |
$ | 156,078 | $ | 81,870 | ||||
United States - 82.59% |
18,765,470 | 22,301,953 | ||||||
$ | 18,921,548 | $ | 22,383,823 | |||||
8
PNC Absolute | PNC Absolute | |||||||||||
PNC Absolute | Return TEDI Fund | Return Master | ||||||||||
Return Fund LLC | LLC * | Fund LLC | ||||||||||
Assets |
||||||||||||
Investment in Master Fund
(cost $18,268,996 and
$5,273,331, respectively) |
$ | 22,635,903 | $ | 4,368,699 | $ | | ||||||
Investment Funds, at value
(cost $18,198,786) |
| | 21,661,061 | |||||||||
Investment in affiliated
registered investment company,
at value (cost $722,762)** |
| | 722,762 | |||||||||
Cash |
29 | | | |||||||||
Receivable from fund
investments sold |
| | 4,831,854 | |||||||||
Restricted Cash |
102,761 | | | |||||||||
Receivable from Manager |
134,002 | 89,231 | | |||||||||
Other receivables |
1,941 | 1,745 | 17,201 | |||||||||
Total assets |
22,874,636 | 4,459,675 | 27,232,878 | |||||||||
Liabilities |
||||||||||||
Notes payable for tender offers |
102,761 | | | |||||||||
Management fee payable |
| | 85,439 | |||||||||
Incentive fee payable |
74,939 | 3,011 | | |||||||||
Administration fees payable |
4,394 | 4,394 | 14,365 | |||||||||
Directors fees payable |
24 | 23 | 8,442 | |||||||||
Deferred compensation |
1,745 | 1,745 | 17,201 | |||||||||
Due to Manager |
| | 248 | |||||||||
Tax Service fees payable |
47,364 | 49,562 | 64,892 | |||||||||
Other accrued expenses |
32,327 | 37,328 | 37,689 | |||||||||
Total liabilities |
263,554 | 96,063 | 228,276 | |||||||||
Members capital |
$ | 22,611,082 | $ | 4,363,612 | $ | 27,004,602 | ||||||
Members capital |
||||||||||||
Net capital contributions |
$ | 18,244,175 | $ | 5,268,244 | $ | 23,542,327 | ||||||
Accumulated net unrealized
appreciation/depreciation on
investments |
4,366,907 | (904,632 | ) | 3,462,275 | ||||||||
Members capital |
$ | 22,611,082 | $ | 4,363,612 | $ | 27,004,602 | ||||||
* | A consolidated Statement of Assets and Liabilities has been presented. | |
** | See Note 5 in Notes to Financial Statements. |
9
PNC Absolute | PNC Absolute | |||||||||||
PNC Absolute | Return TEDI Fund | Return Master | ||||||||||
Return Fund LLC | LLC * | Fund LLC | ||||||||||
Net investment loss allocated from Master Fund |
||||||||||||
Expenses |
$ | (286,351 | ) | $ | (54,749 | ) | $ | | ||||
Operating expenses |
||||||||||||
Management fees |
| | 172,997 | |||||||||
Administration fees |
37,354 | 13,471 | 28,422 | |||||||||
Legal fees |
20,305 | 20,305 | 24,109 | |||||||||
Tax service fees |
17,586 | 17,586 | 24,614 | |||||||||
Directors fees |
3,774 | 3,774 | 48,687 | |||||||||
Printing fees |
18,350 | 18,350 | 2,622 | |||||||||
Audit fees |
7,438 | 7,438 | 7,438 | |||||||||
Incentive fee |
10,420 | 132 | | |||||||||
Custodian fees |
10 | 20 | 7,609 | |||||||||
Registration fees |
3,056 | 3,056 | | |||||||||
Line of credit facility fees |
| | 6,111 | |||||||||
Tax expense |
| | 4,104 | |||||||||
Other expenses |
12,372 | 7,309 | 14,387 | |||||||||
Total operating expenses |
130,665 | 91,441 | 341,100 | |||||||||
Less: |
||||||||||||
Expense waiver/reimbursement from Manager |
(168,216 | ) | (83,809 | ) | | |||||||
Net operating expenses |
(37,551 | ) | 7,632 | 341,100 | ||||||||
Net investment loss |
(248,800 | ) | (62,381 | ) | (341,100 | ) | ||||||
Net realized and unrealized gain/(loss) on investments: |
||||||||||||
Net realized gain allocated from Master Fund |
581,161 | 112,659 | | |||||||||
Net realized gain from investments |
| | 693,820 | |||||||||
Net change in unrealized appreciation/depreciation
allocated from Master Fund |
(834,738 | ) | (161,931 | ) | | |||||||
Net change in unrealized appreciation/depreciation on
investments |
| | (996,669 | ) | ||||||||
Net realized and unrealized loss on investments |
(253,577 | ) | (49,272 | ) | (302,849 | ) | ||||||
Net decrease in Members capital from operating
activities |
$ | (502,377 | ) | $ | (111,653 | ) | $ | (643,949 | ) | |||
* | A consolidated Statement of Operations has been presented. |
10
PNC Absolute | PNC Absolute | |||||||||||
PNC Absolute | Return TEDI Fund | Return Master | ||||||||||
Return Fund LLC | LLC * | Fund LLC | ||||||||||
For the year ended March 31, 2011 |
||||||||||||
From operating activities |
||||||||||||
Net investment loss |
$ | (354,080 | ) | $ | (106,132 | ) | $ | (670,346 | ) | |||
Net realized gain allocated from Master Fund |
897,267 | 137,581 | | |||||||||
Net realized gain from investments |
| | 1,034,848 | |||||||||
Net change in unrealized appreciation/depreciation allocated from Master Fund |
511,555 | 37,755 | | |||||||||
Net change in unrealized appreciation/depreciation on investments |
| | 549,310 | |||||||||
Net increase in Members capital from operating activities |
1,054,742 | 69,204 | 913,812 | |||||||||
Members capital transactions |
||||||||||||
Sales of Interests |
600,000 | 775,000 | 1,940,921 | |||||||||
Cost of Interests repurchased (net of adjustment for prior period tenders of
$14,870 and $(5,752), respectively) |
(2,106,321 | ) | (5,752 | ) | (2,320,947 | ) | ||||||
Net increase/(decrease) in Members capital from capital transactions |
(1,506,321 | ) | 769,248 | (380,026 | ) | |||||||
Members capital |
||||||||||||
Balance at beginning of year |
23,546,215 | 2,628,813 | 26,033,665 | |||||||||
Balance at end of year |
$ | 23,094,636 | $ | 3,467,265 | $ | 26,567,451 | ||||||
For the six-month period ended September 30, 2011 |
||||||||||||
From operating activities |
||||||||||||
Net investment loss |
$ | (248,800 | ) | $ | (62,381 | ) | $ | (341,100 | ) | |||
Net realized gain allocated from Master Fund |
581,161 | 112,659 | | |||||||||
Net realized gain from investments |
| | 693,820 | |||||||||
Net change in unrealized appreciation/depreciation allocated from Master Fund |
(834,738 | ) | (161,931 | ) | | |||||||
Net change in unrealized appreciation/depreciation on investments |
| | (996,669 | ) | ||||||||
Net decrease in Members capital from operating activities |
(502,377 | ) | (111,653 | ) | (643,949 | ) | ||||||
Members capital transactions |
||||||||||||
Sales of Interests (net of adjustment for prior period tenders of $(18,823)
and $(8,000), respectively) ** |
18,823 | 1,008,000 | 1,153,511 | |||||||||
Cost of Interests repurchased |
| | (72,411 | ) | ||||||||
Net increase in Members capital from capital transactions |
18,823 | 1,008,000 | 1,081,100 | |||||||||
11
PNC Absolute | PNC Absolute | |||||||||||
PNC Absolute | Return TEDI Fund | Return Master | ||||||||||
Return Fund LLC | LLC * | Fund LLC | ||||||||||
For the six-month period ended September 30, 2011 (continued) |
||||||||||||
Members capital |
||||||||||||
Balance at beginning of period |
23,094,636 | 3,467,265 | 26,567,451 | |||||||||
Balance at end of period |
$ | 22,611,082 | $ | 4,363,612 | $ | 27,004,602 | ||||||
* | A consolidated Statement of Changes in Members capital has been presented. | |
** | See Note 3H in Notes to Financial Statements. |
12
PNC Absolute | PNC Absolute | |||||||||||
PNC Absolute | Return TEDI Fund | Return Master | ||||||||||
Return Fund LLC | LLC * | Fund LLC | ||||||||||
Cash flows from operating activities |
||||||||||||
Net decrease in Members capital from operating activities |
$ | (502,377 | ) | $ | (111,653 | ) | $ | (643,949 | ) | |||
Adjustments to reconcile net decrease in Members capital from
operating activities to net cash provided by/(used in) operating
activities: |
||||||||||||
Net realized gain from investments |
| | (693,820 | ) | ||||||||
Net change in unrealized appreciation/depreciation on investments |
| | 996,669 | |||||||||
Purchases of investment in Master Fund |
(198,830 | ) | (1,032,631 | ) | | |||||||
Purchases of investments |
| | (5,200,196 | ) | ||||||||
Proceeds from sale of investments |
| | 5,724,742 | |||||||||
Net investment loss and realized/unrealized gain on investments
allocated from Master Fund |
539,928 | 104,021 | | |||||||||
Net sale of short-term investments |
| | 984,798 | |||||||||
Increase in receivable from fund investments sold |
| | (4,273,007 | ) | ||||||||
Decrease in restricted cash |
96,273 | 150,249 | | |||||||||
Decrease in receivable from Master Fund for tender offers |
1,027,611 | | | |||||||||
Decrease in fund investments made in advance |
| | 3,000,000 | |||||||||
Decrease/(increase) in receivable from Manager |
65,116 | (53,211 | ) | 31,305 | ||||||||
Decrease in prepaid expenses |
| | 5,014 | |||||||||
Decrease/(increase) in other receivable |
(125 | ) | 71 | (4,791 | ) | |||||||
Increase/(decrease) in administration fees payable |
7,167 | 7,167 | (576 | ) | ||||||||
Increase/(decrease) in deferred compensation |
(71 | ) | (71 | ) | 4,791 | |||||||
Increase in directors fees payable |
3,774 | 3,773 | 6,568 | |||||||||
Decrease in incentive fee payable |
(5,216 | ) | (250 | ) | | |||||||
Decrease in management fee payable |
| | (2,262 | ) | ||||||||
Increase in tax service fees payable |
47,364 | 49,562 | 64,892 | |||||||||
Increase/(decrease) in other accrued expenses |
32,665 | 25,222 | (45,449 | ) | ||||||||
Net cash provided by/(used in) operating activities |
1,113,279 | (857,751 | ) | (45,271 | ) | |||||||
Cash flows from financing activities |
||||||||||||
Proceeds from sales of Interests |
18,823 | 8,000 | 1,153,511 | |||||||||
Cost of Interests repurchased |
(1,132,102 | ) | (150,249 | ) | (1,108,240 | ) | ||||||
Net cash provided by/(used in) financing activities |
(1,113,279 | ) | (142,249 | ) | 45,271 | |||||||
Net change in cash |
| (1,000,000 | ) | | ||||||||
Cash |
||||||||||||
Beginning of period |
29 | 1,000,000 | | |||||||||
End of period |
$ | 29 | $ | | $ | | ||||||
* | A consolidated Statement of Cash Flows has been presented. |
13
Six-month | ||||||||||||||||||||||||
period | Year | Year | Year | Year | Year | |||||||||||||||||||
ended | ended | ended | ended | ended | ended | |||||||||||||||||||
September | March 31, | March 31, | March 31, | March 31, | March 31, | |||||||||||||||||||
30, 2011 | 2011 | 2010 | 2009 | 2008 | 2007 * | |||||||||||||||||||
Total return before incentive fee(1) |
(2.28 | %) (2) | 3.86 | % | 13.75 | % | (17.59 | %) | 3.29 | % | 6.25 | % | ||||||||||||
Incentive fee |
(0.04 | %) (2) | 0.58 | % | 0.00 | % | 0.00 | % | (0.03 | %) | (0.39 | %) | ||||||||||||
Total return after incentive fee(1) |
(2.32 | %) (2) | 4.44 | % | 13.75 | % | (17.59 | %) | 3.26 | % | 5.86 | % | ||||||||||||
Members capital, end of period (000s) |
$ | 22,611 | $ | 23,095 | $ | 23,546 | $ | 36,640 | $ | 50,485 | $ | 53,123 | ||||||||||||
Ratios to average net assets(3) |
||||||||||||||||||||||||
Net investment loss ratio, |
||||||||||||||||||||||||
before waivers and reimbursements |
(3.52 | %) (4) | (2.86 | %) | (2.87 | %) | (2.71 | %) | (2.53 | %) | (2.70 | %) | ||||||||||||
net of waivers and reimbursements |
(2.10 | %) (4) | (1.44 | %) | (1.99 | %) | (1.93 | %) | (2.00 | %) | (2.17 | %) | ||||||||||||
Expense ratio before incentive fee, |
||||||||||||||||||||||||
before waivers and reimbursements |
3.44 | % (4) | 3.44 | % | 2.90 | % | 2.80 | % | 2.55 | % | 2.40 | % | ||||||||||||
net of waivers and reimbursements |
2.02 | % (4) | 2.02 | % | 2.02 | % | 2.02 | % | 2.02 | % | 1.87 | % | ||||||||||||
Expense ratio before incentive fee,
net of waivers and reimbursements |
2.02 | % (4) | 2.02 | % | 2.02 | % | 2.02 | % | 2.02 | % | 1.87 | % | ||||||||||||
Incentive fee |
0.04 | % (2) | (0.58 | %) | 0.00 | % | 0.00 | % | 0.05 | % | 0.39 | % | ||||||||||||
Expense ratio after incentive fee, net of
waivers and reimbursements |
2.06 | % (4) | 1.44 | % | 2.02 | % | 2.02 | % | 2.07 | % | 2.26 | % | ||||||||||||
Portfolio turnover(5) |
20.51 | % (2) | 14.20 | % | 24.52 | % | 11.39 | % | 14.22 | % | 35.12 | % |
* | On July 1, 2006, the Fund converted into a feeder fund of PNC Absolute Return Master Fund LLC. Performance information prior to July 1, 2006 was that of the stand-alone Fund. | |
(1) | Total return is calculated for all Members taken as a whole. A Members return may vary from these returns based on the timing of capital transactions. Total return is calculated for the period indicated. | |
(2) | Not annualized. | |
(3) | Does not include expenses of the Investment Funds in which the Master Fund invests. The net investment income, expense and incentive fee ratios are calculated for all Members taken as a whole, and include income and expenses allocated from the Master Fund. The computation of such ratios based on the amount of income and expenses and incentive fee assessed to a Members capital may vary from these ratios based on the timing of capital transactions. The Manager has contractually agreed to waive certain Fund expenses. See Note 4C in Notes to Financial Statements. | |
(4) | Annualized. | |
(5) | The portfolio turnover shown represents the Master Funds portfolio turnover for July 1, 2006 to March 31, 2007, the years ended March 31, 2008, March 31, 2009, March 31, 2010, March 31, 2011, and the six-month period ended September 30, 2011. Portfolio turnover for the Fund from April 1, 2006 to June 30, 2006 was 4.21%. Portfolio turnover is calculated for the periods indicated. |
14
Six-month | ||||||||||||||||||||||||
period | Year | Year | Year | Year | Period | |||||||||||||||||||
ended | ended | ended | ended | ended | ended | |||||||||||||||||||
September | March 31, | March 31, | March 31, | March 31, | March 31, | |||||||||||||||||||
30, 2011 | 2011 | 2010 | 2009 | 2008 | 2007 * | |||||||||||||||||||
Total return before incentive fee(1) |
(2.81 | %) (2) | 2.63 | % | 13.29 | % | (18.68 | %) | 3.01 | % | 3.85 | % (2) | ||||||||||||
Incentive fee |
0.00 | % (2)(3) | 0.09 | % | (0.09 | %) | 0.00 | % | 0.00 | % | (0.35 | %) (2) | ||||||||||||
Total return after incentive fee(1) |
(2.81 | %) (2) | 2.72 | % | 13.20 | % | (18.68 | %) | 3.01 | % | 3.50 | % (2) | ||||||||||||
Members capital, end of period (000s) |
$ | 4,364 | $ | 3,467 | $ | 2,629 | $ | 3,733 | $ | 4,467 | $ | 2,825 | ||||||||||||
Ratios to average net assets(4) |
||||||||||||||||||||||||
Net investment loss ratio, |
||||||||||||||||||||||||
before waivers and reimbursements |
(6.54 | %) (5) | (7.18 | %) | (6.33 | %) | (5.45 | %) | (5.70 | %) | (10.16 | %) (5) | ||||||||||||
net of waivers and reimbursements |
(2.79 | %) (5) | (2.91 | %) | (2.81 | %) | (2.42 | %) | (2.40 | %) | (3.59 | %) (5) | ||||||||||||
Expense ratio before incentive fee, |
||||||||||||||||||||||||
before waivers and reimbursements |
6.54 | % (5) | 7.27 | % | 6.27 | % | 5.55 | % | 5.77 | % | 9.56 | % (5) | ||||||||||||
net of waivers and reimbursements |
2.79 | % (5) | 3.00 | % | 2.74 | % | 2.52 | % | 2.47 | % | 2.99 | % (5) | ||||||||||||
Expense ratio before incentive fee, net of waivers and reimbursements |
2.79 | % (5) | 3.00 | % | 2.74 | % | 2.52 | % | 2.47 | % | 2.99 | % (5) | ||||||||||||
Incentive fee |
0.00 | % (2)(3) | (0.09 | %) | 0.09 | % | 0.00 | % | 0.00 | % | 0.51 | % (2) | ||||||||||||
Expense ratio after incentive fee, net of waivers and reimbursements |
2.79 | % (5) | 2.91 | % | 2.83 | % | 2.52 | % | 2.47 | % | 3.50 | % (5) | ||||||||||||
Portfolio turnover(6) |
20.51 | % (2) | 14.20 | % | 24.52 | % | 11.39 | % | 14.22 | % | 35.12 | % (2) |
* | The TEDI Fund was seeded on May 10, 2006 and commenced investment operations on July 1, 2006. | |
(1) | Total return is calculated for all Members taken as a whole. A Members return may vary from these returns based on the timing of capital transactions. Total return is calculated for the period indicated. | |
(2) | Not annualized. | |
(3) | Less than 0.005%. | |
(4) | Does not include expenses of the Investment Funds in which the Master Fund invests. The net investment income, expense and incentive fee ratios are calculated for all Members taken as a whole, and include income and expenses allocated from the Master Fund. The computation of such ratios based on the amount of income and expenses and incentive fee assessed to a Members capital may vary from these ratios based on the timing of capital transactions. The Manager has voluntarily agreed to waive certain TEDI Fund expenses. See Note 4C in Notes to Financial Statements. | |
(5) | Annualized. | |
(6) | The portfolio turnover shown represents the Master Funds portfolio turnover and is calculated for the periods indicated. |
15
Six-month | ||||||||||||||||||||||||
period | Year | Year | Year | Year | Period | |||||||||||||||||||
ended | ended | ended | ended | ended | ended | |||||||||||||||||||
September | March 31, | March 31, | March 31, | March 31, | March 31, | |||||||||||||||||||
30, 2011 | 2011 | 2010 | 2009 | 2008 | 2007 * | |||||||||||||||||||
Total return(1) |
(3.31 | %) (2) | 3.44 | % | 13.43 | % | (17.62 | %) | 3.29 | % | 4.42 | % (2) | ||||||||||||
Members capital, end of period (000s) |
$ | 27,005 | $ | 26,567 | $ | 26,034 | $ | 40,345 | $ | 55,100 | $ | 56,079 | ||||||||||||
Ratios to average net assets(3) |
||||||||||||||||||||||||
Net investment loss |
(2.42 | %) (4) | (2.38 | %) | (2.16 | %) | (2.03 | %) | (1.93 | %) | (1.92 | %) (4) | ||||||||||||
Net operating expenses |
2.42 | % (4) | 2.38 | % | 2.19 | % | 2.12 | % | 2.00 | % | 2.02 | % (4) | ||||||||||||
Portfolio turnover rate |
20.51 | % (2) | 14.20 | % | 24.52 | % | 11.39 | % | 14.22 | % | 35.12 | % (2) |
* | The Master Fund was seeded on May 10, 2006 and commenced investment operations on July 1, 2006. | |
(1) | Total return is calculated for all the Members taken as a whole. A Members return may vary from these returns based on the timing of capital transactions. The total return is calculated for the period indicated. | |
(2) | Not annualized. | |
(3) | Does not include expenses of the Investment Funds in which the Master Fund invests. The net investment income and expense ratios are calculated for all Members taken as a whole. The computation of such ratios based on the amount of income and expenses assessed to a Members capital account may vary from these ratios based on the timing of capital transactions. | |
(4) | Annualized. |
16
1. | Organization | |
PNC Absolute Return Fund LLC (the Fund), PNC Absolute Return TEDI Fund LLC (the TEDI Fund, and together with the Fund, the Feeder Funds) and PNC Absolute Return Master Fund LLC (the Master Fund) are limited liability companies organized under the laws of the state of Delaware and registered under the Investment Company Act of 1940, as amended (the 1940 Act), as closed-end, non-diversified, investment management companies. The Funds and TEDI Funds interests are registered under the Securities Act of 1933, as amended, but are subject to substantial limits on transferability and resale. | ||
The Fund was formed on May 8, 2002 and commenced investment operations on December 30, 2002. On August 11, 2005, the Funds Board of Directors (the Board) approved a plan to restructure the Fund as a feeder fund in a master-feeder structure. The plan was approved by the Members at a special meeting held on October 7, 2005. On July 1, 2006, the Fund transferred all of its investable assets totaling $55,921,867, including its interests in the underlying investment funds, to the Master Fund. The Fund owned 83.8% of the Master Fund as of September 30, 2011. | ||
The TEDI Fund was formed on August 4, 2005 with operations commencing on July 1, 2006. The TEDI Fund invests substantially all of its investable assets into the PNC Absolute Return Cayman Fund LDC (the Offshore Fund), which commenced operations on July 1, 2006. The TEDI Fund owned 100% of the Offshore Fund, and the Offshore Fund owned approximately 16.2% of the Master Fund as of September 30, 2011. As the TEDI Fund controls all of the operations of the Offshore Fund, the TEDI Fund financial statements are the consolidation of the TEDI Fund and the Offshore Fund. Inter-company balances have been eliminated through consolidation. | ||
The Master Fund was formed on August 4, 2005 with operations commencing upon the transfer of $55,921,867 (comprised of $54,892,511 of fund investments, $796,101 of cash, $232,881 of receivable from fund investments sold, and $374 of dividends receivable) from the Fund on July 1, 2006. Unrealized appreciation on the fund investments of $12,732,962 was included in the transfer. | ||
The Master Funds investment objective is to seek capital appreciation principally by investing in investment vehicles, typically referred to as hedge funds (Investment Funds) managed by third-party investment managers (Investment Managers) who employ a variety of alternative investment strategies each of which typically invests in either one or more absolute return strategies that tend to exhibit substantially lower volatility (as measured by standard deviation) than the average common stock trading on a U.S. exchange or an index of stocks, such as the S&P 500 Index. The Master Fund seeks Investment Funds that have historically shown relatively low (in some cases negative) correlation to each other, as well as low to negative correlation to broad equity and bond indices. Therefore, a fund of hedge funds, such as the Master Fund, focusing on the absolute return sector seeks to generate positive absolute returns over a market cycle with relatively low volatility. | ||
The Board has overall responsibility for the oversight of the operations of the Fund, TEDI Fund and Master Fund (the Funds) on behalf of the Members. The Board consists of persons who are not interested persons (as defined in the 1940 Act). |
17
PNC Capital Advisors, LLC (the Manager), a Delaware limited liability company, serves as manager of the Funds pursuant to an Investment Management Agreement, each with the Fund, TEDI Fund and Master Fund, dated January 22, 2010. The Manager is registered as an investment adviser under the Investment Advisers Act of 1940, as amended (the Advisers Act), and is an indirect wholly-owned subsidiary of The PNC Financial Services Group, Inc. (PNC). The Manager supervises the management of the day-to-day operations of the Funds subject to the supervision of the Board. | ||
At September 30, 2011, PNC Investment Company, LLC, an affiliate of the Manager, had capital balances in the Fund and TEDI Fund of $19,919,101 (87.7%) and $133,353 (3.1%), respectively. | ||
The Manager has delegated its responsibilities for formulating a continuing investment program for the Master Fund and investment decisions regarding the purchases and withdrawals of interests in the Investment Funds to Ramius Alternative Solutions LLC (the Adviser) pursuant to an Investment Advisory Agreement dated January 22, 2010. The Adviser is registered as an investment adviser under the Advisers Act. | ||
Generally, initial and additional subscriptions for limited liability company interests (Interests) by eligible Members may be accepted at such times as the Funds may determine. The Funds reserve the right to reject any subscriptions for Interests in the Funds. The Funds from time to time may offer to repurchase outstanding Interests pursuant to written tenders by Members. These repurchases will be made at such times and on such terms as may be determined by the Board, in its complete and absolute discretion. The financial statements of the Master Fund should be read in conjunction with the financial statements of the Fund and the consolidated financial statements of the TEDI Fund (altogether, the Financial Statements). | ||
2. | Recent Accounting Developments | |
In May 2011, the FASB issued amendments to the Accounting Standards Update for Fair Value Measurement (the ASU). The ASU requires disclosure of all transfers between Level 1 and Level 2 of the fair value hierarchy and the reasons for those transfers. The ASU expands the qualitative and quantitative fair value disclosure requirements for fair value measurements categorized in Level 3 of the fair value hierarchy and requires a description of the valuation processes in place and a description of the sensitivity of the fair value to changes in unobservable inputs and interrelationships between those inputs if a change in those inputs would result in a significantly different fair value measurement. The amendments are effective for fiscal years beginning after December 15, 2011 and for interim periods within those fiscal years. Adoption of this accounting guidance is currently being assessed but is not expected to have a material impact on the Master Funds Members capital or results of operations. | ||
3. | Significant Accounting Policies | |
The Funds Financial Statements are prepared in conformity with accounting principles generally accepted in the United States of America (GAAP). The following is a summary of the significant accounting policies followed by the Funds: |
18
A. | Portfolio Valuation | ||
The net asset values (assets less liabilities, including accrued fees and expenses) of the Funds are determined as of the close of business at the end of each month in accordance with the valuation principles set forth below or as may be determined from time to time pursuant to policies established by the Board. The Feeder Funds investment in the Master Fund represents substantially all of the Feeder Funds assets. All investments owned are carried at fair value, which is the portion of the net asset values of the Master Fund held by the Feeder Funds. |
The Master Funds investment valuation policy is set forth below. |
B. | Investment Valuation | ||
The Master Funds investments in the Investment Funds are considered to be illiquid and can only be redeemed periodically. The Board has approved procedures pursuant to which the Master Fund values its investments in Investment Funds at fair value. In accordance with these procedures, the fair value of Investment Funds as of each month-end ordinarily is the value determined as of such month-end for each Investment Fund in accordance with each Investment Funds valuation policies and reported at the time of the Master Funds valuation. As a general matter, the fair value of the Master Funds interest in an Investment Fund will represent the amount that the Master Fund could reasonably expect to receive from an Investment Fund if the Master Funds ownership interest was redeemed at the time of valuation, based on information reasonably available at the time the valuation is made and that the Master Fund believes to be reliable. In the event that an Investment Fund does not report a month-end value to the Master Fund on a timely basis or the Adviser concludes that the value provided by the Investment Fund does not represent the fair value of the Master Funds interest in the Investment Fund, the Master Fund determines the fair value of such Investment Fund based on the most recent value reported by the Investment Fund, as well as any other relevant information available at such time. |
Considerable judgment is required to interpret the factors used to develop estimates of fair value. Accordingly, the estimates may not be indicative of the amounts the Master Fund could realize in a current market exchange, and the differences could be material to the financial statements. The use of different factors or estimation methodologies could have a significant effect on the estimated fair value. The values assigned to these investments are based on available information and do not necessarily represent amounts that might ultimately be realized, as such amounts depend on future circumstances and cannot reasonably be determined until the individual investments are actually liquidated. |
In accordance with GAAP, authoritative guidance on fair value measurements and disclosures establishes a fair value hierarchy and specifies that a valuation technique used to measure fair value shall maximize the use of observable inputs and minimize the use of unobservable inputs. The objective of a fair value measurement is to determine the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). Accordingly, the fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below: |
19
Level 1 | Unadjusted quoted prices in active markets for identical, unrestricted assets or liabilities that the Master Fund can access at the measurement date; | |||||
Level 2 | Quoted prices which are not in active markets, or inputs that are observable (either directly or indirectly) for substantially the full term of the asset or liability; and | |||||
Level 3 | Inputs which are both significant to the fair value measurement and unobservable (supported by little or no market activity). |
Investments are classified within the level of the lowest significant input considered in determining fair value. In evaluating the level at which the Master Funds investments have been classified, the Master Fund has assessed factors including, but not limited to price transparency, the ability to redeem at net asset value at the measurement date and the existence or absence of certain restrictions at the measurement date. If the Master Fund has the ability to redeem from the investment at the measurement date or in the near-term (within one quarter of the measurement date) at net asset value, the investment is classified as a Level 2 fair value measurement. Alternatively, if the Master Fund will never have the ability to redeem at its option from the investment or is restricted from redeeming for an uncertain or extended period of time from the measurement date, the investment is classified as a Level 3 fair value measurement. The table below sets forth information about the level within the fair value hierarchy at which the Master Funds investments are measured at September 30, 2011: |
Investments by Investment Strategy | Level 1 | Level 2 | Level 3 | Total | ||||||||||||
Investment Funds |
||||||||||||||||
Credit Based |
$ | | $ | 1,909,181 | $ | 2,231,817 | $ | 4,140,998 | ||||||||
Event-Driven |
| 933,379 | 4,021,595 | 4,954,974 | ||||||||||||
Global Macro |
| 2,574,488 | 1,137,065 | 3,711,553 | ||||||||||||
Hedged Equity |
| 4,742,062 | 116,608 | 4,858,670 | ||||||||||||
Managed Futures |
| 963,377 | | 963,377 | ||||||||||||
Multi-Strategy |
| 1,180,096 | 958,521 | 2,138,617 | ||||||||||||
Volatility |
| 892,872 | | 892,872 | ||||||||||||
Affiliated Registered Investment Company |
722,762 | | | 722,762 | ||||||||||||
Total Investments by Investment Strategy |
$ | 722,762 | $ | 13,195,455 | $ | 8,465,606 | $ | 22,383,823 | ||||||||
The Master Fund recognizes transfers into and out of the levels indicated above at the end of the reporting period. The Master Fund did not have any transfers between Level 1 and Level 2 during the six-month period ended September 30, 2011. |
20
The following table summarizes the changes in fair value of the Master Funds Level 3 investments for the six-month period ended September 30, 2011. |
Change in | ||||||||||||||||||||||||||||
unrealized | Net Level 3 | Balance as of | ||||||||||||||||||||||||||
Balance as of | Realized gain / | appreciation / | transfers | September 30, | ||||||||||||||||||||||||
Description | March 31, 2011 | (loss) | depreciation | Purchases | Sales | in/(out) | 2011 | |||||||||||||||||||||
Credit Based |
$ | 2,372,399 | $ | 10,199 | $ | (51,117 | ) | $ | | $ | (99,664 | ) | $ | | $ | 2,231,817 | ||||||||||||
Event-Driven |
3,630,735 | 106,375 | (285,479 | ) | 1,000,000 | (430,036 | ) | | 4,021,595 | |||||||||||||||||||
Global Macro |
872,521 | (45,584 | ) | 44,544 | 1,100,000 | (834,416 | ) | | 1,137,065 | |||||||||||||||||||
Hedged Equity |
149,901 | 4,678 | (5,753 | ) | 164 | (32,382 | ) | | 116,608 | |||||||||||||||||||
Multi-Strategy |
2,115,323 | 105,805 | (146,709 | ) | | (1,115,898 | ) | | 958,521 | |||||||||||||||||||
Total |
$ | 9,140,879 | $ | 181,473 | $ | (444,514 | ) | $ | 2,100,164 | $ | (2,512,396 | ) | $ | | $ | 8,465,606 | ||||||||||||
Credit Based | Event-Driven | Global Macro | Hedged Equity | Multi-Strategy | ||||||||||||||||
Change in unrealized |
||||||||||||||||||||
appreciation/depreciation included in |
||||||||||||||||||||
earnings related to the securities still |
||||||||||||||||||||
held at reporting date |
$ | (42,860 | ) | $ | (174,676 | ) | $ | 37,065 | $ | (1,254 | ) | $ | (20,116 | ) |
For the six-month period ended September 30, 2011, there have been no significant changes to the Master Funds fair valuation methodologies. The Master Fund did not hold any investments with unfunded commitments on September 30, 2011. |
C. | Income Recognition and Security Transactions | ||
Dividend income is recorded on the ex-dividend date. Security transactions are recorded on the effective date of the subscription in, or redemption out of, the Investment Fund or Master Fund. Realized gains and losses from Investment Fund transactions are calculated on the average cost basis. |
Distributions from an Investment Fund, if any, will be classified as investment income or realized gains in the Statement of Operations of the Master Fund, or alternatively, as a decrease to the cost of the Investment Fund based on the U.S. income tax characteristics of the distribution if such information is available. In cases where the tax characteristics of a distribution from an Investment Fund are not available, such distribution will be classified as investment income. |
The Feeder Funds will bear, as investors in the Master Fund, their share of the income, realized and unrealized gains and losses of the Master Fund. |
D. | Segregated Investments | ||
A portion of the Feeder Funds investments in the Master Fund are segregated to cover amounts due to Feeder Funds for tender offers. In addition, certain of the Master Funds investments may be segregated to finance the repurchase of Interests from tender offers. |
E. | Fund Expenses | ||
The Funds bear all expenses incurred in their businesses other than those that the Manager assumes. The expenses of the Funds include, but are not limited to, the following: all costs and expenses related to investment transactions and positions for the Master Funds account; legal fees; administrative fees; auditing fees; custodial fees; costs of insurance; registration expenses; expenses of meetings of the Board and Members; all costs with respect to communications to Members; and other types of expenses as may be approved from time to time by the Board. The |
21
Master Fund allocates the expenses it incurs to the Feeder Funds. In addition, the Master Fund pays the expense allocated to, and incurred by, the Feeder Funds and is reimbursed by the Feeder Funds through the redemption of Interests by the Feeder Funds. Expenses common to all Funds are allocated to the Funds using methodologies appropriate for a given circumstance including a fixed or straight-line allocation across Funds and/or on the basis of Members capital of the Funds. |
The Investment Managers of the Investment Funds in which the Master Fund invests also receive fees for their services. These allocations/fees include management fees based upon the net asset value of the Master Funds investment and an incentive or performance fee based upon the Master Funds share of net profits in the Investment Fund. For the six-month period ended September 30, 2011, allocations/fees for these services ranged from 0.5% to 2.0% annually for management fees and ranged from 20% to 25% annually for the performance or incentive allocations. |
F. | Income Taxes | ||
The Funds intend to operate, and have elected to be treated, as partnerships for Federal income tax purposes. Each Member is individually responsible for the tax liability or benefit relating to their distributive share of taxable income or loss. Accordingly, no provision for Federal income taxes is reflected in the accompanying financial statements. Tax years 2008, 2009, 2010 and 2011 remain subject to examination by Federal and State jurisdictions, including those States where investors reside or States where the Funds are subject to other filing requirements. The Funds may make payments to state and local tax agencies during the year for interest and/or penalties. Such payments, if any, are shown as a tax expense on each Funds Statement of Operations. |
The Funds review and evaluate tax positions in their major jurisdictions and determine whether or not there are uncertain tax positions that require financial statement recognition. Based on this review, the Funds have determined the major tax jurisdictions where the Funds are organized and where the Master Fund makes investments; however, no reserves for uncertain tax positions were required to have been recorded for any of the Funds open tax years. As a result, no other income tax liability or expense has been recorded in the accompanying Financial Statements. |
On behalf of non-U.S. Members, the Master Fund withholds and pays taxes on U.S. source income allocated from Investment Funds. |
G. | Distribution Policy | ||
The Feeder Funds have no present intention of making periodic distributions of net investment income or capital gains, if any, to Members. The amount and frequency of distributions, if any, will be determined in the sole discretion of the Board. |
H. | Capital Accounts | ||
Monthly net profits or net losses of the Fund, TEDI Fund and Master Fund will be allocated to the capital accounts of the respective funds Members as of the last day of each month-end in accordance with Members respective investment percentages of the Fund, TEDI Fund or Master Fund. Net profits or net losses will be measured as the net change in the value of the Members capital of the respective fund during a month, or portion thereof, before giving effect |
22
to any repurchases of interest in the fund, and excluding the amount of any items to be allocated to the capital accounts of the Members of the fund, such as incentive fees and withholding taxes, other than in accordance with the Members respective investment percentages. |
Interests or portions of Interests in Members capital that have been tendered and accepted by the Funds for repurchase are reclassified as Notes payable for tender offers in the Statements of Assets and Liabilities. A Member will continue to receive an allocation of net profits or net losses in respect to the tendered interest of the respective fund during the fiscal period through the valuation date stated in the tender offer. Variances between prior period estimated tender amounts and the final accepted amounts at valuation date are reflected as increases or decreases to capital in the current reporting period and are included in the Feeder Funds cost of Interests repurchased (net of adjustment for prior period tenders) on the Statements of Changes in Members Capital. |
I. | Restricted Cash | ||
The Feeder Funds hold non-interest bearing restricted cash, which serves as collateral for the notes payable for the tender offers. As of September 30, 2011, the Fund and TEDI Fund held restricted cash balances of $102,761 and $0, respectively. |
J. | Use of Estimates | ||
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires the Manager 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 reported period. The Manager believes that the estimates utilized in preparing the Funds financial statements are reasonable and prudent; however, actual results could differ from these estimates. |
A. | Management Fees | ||
The Master Fund pays the Manager a quarterly management fee at the annual rate of 1.25% of the Members capital of the Master Fund as of the last day of the quarter including assets attributable to the Manager and before giving effect to any repurchases of Interests by the Master Fund that have not settled as of the end of the quarter. The Manager pays the Adviser half of the management fees earned from the Master Fund. |
B. | Incentive Fees | ||
The Feeder Funds pay the Manager an annual incentive fee (Incentive Fee), payable at the fiscal period-end (the Incentive Period), equal to 10% of each Members net profits in excess of such Members Loss Carryforward Amount and the Benchmark Return. The Loss Carryforward Amount for each Member commences at zero and, for each Incentive Period, is increased or reduced by the net losses or net profits, respectively, allocated to each Members capital account for such Incentive Period. The Benchmark Return is a non-cumulative return, determined from the first date of the fiscal year, except if a Members initial capital contribution is made after the beginning of the fiscal year, the Benchmark Return is instead determined from such initial contribution date. The Benchmark Return as of any accounting date equals the average of the rates for the generic three-month LIBOR as of the last day of each of the four |
23
immediately preceding calendar quarters, as published by Bloomberg, L.P. The Manager will pay the Adviser to the Master Fund one-half of the Incentive Fee. A reduction in prior year incentive fees is reflected as a negative incentive fee on the Statement of Operations and Financial Highlights. |
C. | Expense Limitation Pursuant to the Expense Limitation Agreement, the Manager has contractually agreed to waive and/or reimburse the Funds expenses to the extent necessary to ensure that the annualized ordinary operating expenses (excluding the Incentive Fee, if any) will not exceed 2.02% of the Funds average Members capital. The Expense Limitation Agreement will remain in effect through June 30, 2012 and will automatically renew for successive one year periods thereafter unless the Manager, the Fund or the Fund and the Master Fund provide at least 30 days written notice of termination to the other parties. Certain operating expenses of the TEDI Fund have been voluntarily paid by the Manager. These voluntary payments are temporary and the Manager may terminate all or a portion of these voluntary payments at any time and without notice to Members. |
D. | Administration and Other Fees The Funds have also retained the Manager to serve as the administrator and pay the Manager an administration fee at an annual rate of 0.20% and 0.25% of Members capital of the Master Fund and Feeder Funds, respectively, plus a $15,000 flat fee for each Feeder Fund. BNY Mellon Investment Servicing (US) Inc. (BNY Mellon) serves as sub-administrator to provide administrative, accounting and investor services, as well as serve in the capacity of transfer and distribution disbursing agent for the Funds. As compensation for services provided, the Manager pays BNY Mellon a fee pursuant to a written agreement between the Manager and BNY Mellon. BNY Mellon also serves as escrow agent for the Feeder Funds. |
BNY Mellon Investment Servicing Trust Company serves as custodian for the Master Funds and Feeder Funds assets. |
E. | Board Fees Each Board member receives an annual retainer, payable quarterly in arrears by the Master Fund of $6,333 plus a $500 fee for each regular meeting attended, as well as a fee for special or telephonic meetings. Each Board member also receives an annual retainer of $1,000 for each Feeder Fund. The Board members will not receive any fees from the Feeder Funds for attending regular, special or telephonic Board meetings. The Chairman of the Board and the Chairman of the Audit Committee also receive an additional annual retainer from the Master Fund of $3,000 and $667, respectively. The Funds also reimburse all Board members for all reasonable out of pocket expenses. Total amounts incurred related to Board meetings by the Fund, TEDI Fund and Master Fund for the six-month period ended September 30, 2011 were $44,637, $11,597 and $48,687, respectively, which includes $40,864 and $7,823 allocated from the Master Fund to the Fund and TEDI Fund, respectively. |
Directors who receive fees are eligible for participation in the Funds Deferred Compensation Plan (the Plan), an unfunded, nonqualified deferred compensation plan. The Plan, which became effective January 1, 2010, allows each eligible Director to defer receipt of all or a percentage of fees that would otherwise be payable for services performed. |
24
5. | Investment in Affiliated Registered Investment Company | |
Pursuant to Securities and Exchange Commission rules, the Master Fund may invest in affiliated money market funds offered by PNC Funds and PNC Advantage Funds, each an investment management company registered under the 1940 Act for which the Manager acts as investment adviser. The total net sales of PNC Advantage Institutional Money Market Fund for the six-month period ended September 30, 2011 was $984,798. |
6. | Concentration of Risk | |
The Master Fund invests primarily in Investment Funds that are not registered under the 1940 Act and invest in and actively trade securities and other financial instruments using different strategies and investment techniques, including leverage, which may involve significant risks. These Investment Funds may invest a high percentage of their assets in specific sectors of the market in order to achieve a potentially greater investment return. As a result, the Investment Funds may be more susceptible to economic, political, and regulatory developments in a particular sector of the market, positive or negative, and may experience increased volatility of the Investment Funds net asset value. |
Various risks are also associated with an investment in the Master Fund, including risks relating to the multi-manager structure of the Master Fund, risks relating to compensation arrangements and risks relating to limited liquidity. |
The following table summarizes the liquidity provisions related to the Master Funds investments in Investment Funds by investment strategy at September 30, 2011: |
Estimated | ||||||||||||||||
Investment Funds | Redemption | Remaining | ||||||||||||||
by Investment Strategy | Fair Value | Redemption Period | Notice Period | Holding Period (2) | ||||||||||||
Credit Based (A) |
||||||||||||||||
Restricted (1) |
$ | 2,231,817 | Annually - 3 years | 90 days | 7 - 12 months | |||||||||||
Unrestricted |
1,909,181 | Quarterly | 45 - 60 days | None | ||||||||||||
Event-Driven (B) |
||||||||||||||||
Restricted (1) |
4,021,595 | N/A | N/A | 8 months | ||||||||||||
Unrestricted |
933,379 | Quarterly | 90 days | None | ||||||||||||
Global Macro (C) |
||||||||||||||||
Restricted (1) |
1,137,065 | Quarterly | 30 days | 6 months | ||||||||||||
Unrestricted |
2,574,488 | Monthly | 60 - 90 days | None | ||||||||||||
Hedged Equity (D) |
||||||||||||||||
Restricted (1) |
116,608 | N/A | N/A | Unknown | ||||||||||||
Unrestricted |
4,742,062 | Monthly - Quarterly | 45 days | None | ||||||||||||
Managed Futures (E) |
||||||||||||||||
Unrestricted |
963,377 | Monthly | 60 days | None | ||||||||||||
Multi-Strategy (F) |
||||||||||||||||
Restricted (1) |
958,521 | Quarterly | 91 days | 10 months | ||||||||||||
Unrestricted |
1,180,096 | Quarterly | 90 days | None | ||||||||||||
Volatility (G) |
||||||||||||||||
Unrestricted |
892,872 | Quarterly | 60 days | None |
25
(1) | As of September 30, 2011, certain of these Investment Funds have notified the Master Fund of certain restrictions on liquidity which may include side pocket investments, suspended redemptions, restrictions from redeeming for an extended period of time from the measurement date or other restrictions. Certain other Investment Funds have redemption terms which inhibit liquidity for a period greater than 90 days. | |
(2) | Represents remaining holding period of locked-up Investment Funds or estimated remaining restriction period for illiquid investments such as side pockets and suspended redemptions. For some illiquid investments, the remaining holding period is unknown and is either stated in the table or excluded from the range shown for other investments in the strategy. | |
(A) | Credit based aims to generate return via positions in the credit sensitive areas of the fixed income markets which generally covers corporate, structured and mortgage debt. A myriad of securities can be utilized for expressing long or short positions including investment grade corporate bonds, high yield bonds, bank loans, mortgage-backed securities, asset-backed securities, CDS, etc. Most portfolios are structured to have low interest rate exposure and many funds attempt to achieve returns with low/moderate volatility. | |
(B) | Event-driven covers several major strategies that all rely upon defined corporate events including merger arbitrage, activist, special situations/restructuring and distressed/bankruptcy investing. While market exposure can vary depending on the strategy and implementation, typically there is some exposure to large market movements, changes in credit spreads, market illiquidity and increased volatility. | |
(C) | Global macro seeks to profit from broad trends in global markets across equities, fixed income, credit, currency and commodity markets through a discretionary trading style typically predicated upon analysis of macroeconomic factors. Global macro tends to have low correlation with other strategies and offers performance opportunities in a variety of market environments. | |
(D) | Hedged equity focuses on equity strategies with low/moderate market exposure. The strategy attempts to profit from active security selection and management of long/short exposure profile. The funds have a modest cyclical dependence on equity returns and are typically managed to be low/moderate volatility. | |
(E) | Managed futures aims to profit from broad trends or reversals in global markets across equities, fixed income, credit, currency and commodity markets through systematic trading strategies typically executed through very liquid financial instruments. Managed futures strategies tend to be characterized by higher volatility returns but the uncorrelated nature of those returns can provide a benefit to overall portfolio construction. | |
(F) | Multi-strategy is an investment style that offers flexibility to allocate assets dynamically across a wide variety of strategies based on the opportunity set in each strategy at a given point in time. | |
(G) | Volatility strategies cover a range of investment styles that focus on trading the volatility of securities in various asset classes including equity, fixed income, etc. The exposures can range from long, short or neutral to the direction of the volatility of a security or asset class. |
7. | Financial Instruments with Off-Balance Sheet Risk |
In the normal course of business, the Investment Funds in which the Master Fund invests trade various financial instruments and enter into various investment activities with off-balance sheet risk. These include, but are not limited to, short selling activities, writing option contracts, contracts for differences, and interest rate, credit default and total return equity swaps contracts. The Master Funds risk of loss in these Investment Funds is limited to the fair value of these investments reported by the Master Fund. The Master Fund itself does not invest directly in securities with off-balance sheet risk. |
8. | Guarantor Obligations and Indemnifications |
In the normal course of business, the Funds enter into contracts that contain a variety of warranties and representations, which provide general indemnifications. The Funds maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Funds that have not yet occurred. However, the Funds expect the risk of loss to be remote. |
26
9. | Investment Transactions |
For the six-month period ended September 30, 2011, the aggregate purchases and sales of the Master Fund by the Fund amounted to $198,830 and $76,015, respectively, and by the TEDI Fund amounted to $1,032,631 and $74,346, respectively. For the same period, aggregate purchases and sales of investments (excluding short-term securities) by the Master Fund were $5,200,196 and $5,724,742, respectively. |
10. | Tender Offer |
On February 26, 2010, the Master Fund offered to purchase in cash an amount of Interests or portions of Interest up to $2.5 million of the Members capital of the Master Fund tendered by Members of the Master Fund at a price equal to the net asset value on June 30, 2010. Tenders with a value of $2,487,621 were received and accepted by the Master Fund from Members. Members received a payment on August 2, 2010. |
On February 26, 2010, the Fund and TEDI Fund offered to purchase in cash an amount of Interests or portions of Interest up to $1.0 million and $1.5 million, respectively, of Members capital tendered by Members of the Fund and TEDI Fund at prices equal to the net asset values at June 30, 2010. Tenders with values in the amount of $985,130 and $1,502,491 were received and accepted by the Fund and TEDI Fund, respectively, from limited Members. Non-interest bearing promissory notes were issued by the Fund and TEDI Fund entitling the Members to a payment on or about 30 days after June 30, 2010. Members of the Fund and TEDI Fund received initial payments of $886,617 and $1,352,241, respectively, on August 3, 2010 and the remaining amounts were paid promptly after completion of the Funds and TEDI Funds March 31, 2011 year-end audits. |
On September 10, 2010, the Master Fund offered to purchase in cash an amount of Interests or portions of Interest up to $1.1 million of the Members capital of the Master Fund tendered by Members of the Master Fund at a price equal to the net asset value on December 31, 2010. Tenders with a value of $1,005,207 were received and accepted by the Master Fund from Members. Members received a payment on January 28, 2011. |
On September 10, 2010, the Fund and TEDI Fund offered to purchase in cash an amount of Interests or portions of Interest up to $1.0 million and $100,000, respectively, of Members capital tendered by Members of the Fund and TEDI Fund at prices equal to the net asset values at December 31, 2010. Tenders in the amount of $1,005,207 were received and accepted by the Fund from limited Members. No tenders were received or accepted by the TEDI Fund from limited Members. Non-interest bearing promissory notes were issued by the Fund entitling the Members to an initial payment in an amount equal to at least 90% of the tender, on or about 30 days after December 31, 2010. Members of the Fund received initial payments of $904,686 on January 31, 2011 and the remaining amounts were paid promptly after completion of the Funds March 31, 2011 year-end audit. |
On February 28, 2011, the Master Fund offered to purchase in cash an amount of Interests or portions of Interest up to $1.1 million of the Members capital of the Master Fund tendered by Members of the Master Fund at a price equal to the net asset value on June 30, 2011. Tenders with a value in the amount of $1,027,612 were received and accepted by the Master Fund from Members. Members received payment on July 29, 2011. |
27
On February 28, 2011, the Fund and TEDI Fund offered to purchase in cash an amount of Interests or portions of Interest up to $1.0 million and $100,000, respectively, of Members capital tendered by Members of the Fund and TEDI Fund at prices equal to the net asset values at June 30, 2011. Tenders in the amount of $1,027,612 were received and accepted by the Fund from limited Members. No tenders were received or accepted by the TEDI Fund from limited Members. Non-interest bearing promissory notes were issued by the Fund entitling the Members to an initial payment in an amount equal to at least 90% of the tender, on or about 30 days after June 30, 2011. Members of the Fund received initial payments of $924,850 on July 29, 2011 and the remaining amounts will be paid in conjunction with the liquidation process for the Fund (see Note 12). |
11. | Line of Credit |
The Master Fund has a line of credit with Boston Private Bank & Trust Company. The Master Fund pays an annual facility fee to Boston Private Bank & Trust Company and interest equal to one quarter of one percent of the amount of the facility outstanding. For the six-month period ended September 30, 2011, the Master Fund had no borrowings outstanding. |
12. | Subsequent Events |
On October 4, 2011, upon recommendation of the Manager to the Funds, the Board of Directors of the Funds voted to liquidate the Funds. Members with interests in any of the Funds were notified of the liquidations and provided with additional details regarding the process and timing of the liquidations. As part of the liquidation process, the Master Fund shall make distributions of its assets to the Feeder Funds in proportion to the relative number of Master Funds interests held by the Feeder Funds, and the Feeder Funds shall first make cash payments to all of their Members that are not affiliates of the Feeder Funds or the Manager (the Non-Affiliated Members) in complete liquidation of the Non-Affiliated Members Interests. |
In connection with its approval of the liquidation of the Funds, on October 4, 2011 the Board of Directors of the Master Fund also approved the termination of Ramius Alternative Solutions LLC as investment adviser for the Master Fund. Effective December 4, 2011, Ramius will no longer serve as investment adviser to the Master Fund, and the Manager will assume the day to day portfolio management responsibilities for the Master Fund. |
As of November 14, 2011, the Master Funds holdings of cash and equivalents amount to $5,330,247, representing 19.74% of the total value of Members Capital as of September 30, 2011. |
The Funds have evaluated the need for disclosures and/or adjustments resulting from subsequent events through the date the financial statements were issued. Based on this evaluation, no adjustments were required to the financial statements as of September 30, 2011. |
28
29
30
Item 2. | Code of Ethics. |
Item 3. | Audit Committee Financial Expert. |
Item 4. | Principal Accountant Fees and Services. |
Item 5. | Audit Committee of Listed registrants. |
Item 6. | Investments. |
(a) | Schedule of Investments in securities of unaffiliated issuers as of the close of the reporting period is included as part of the report to shareholders 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. |
Item 8. | Portfolio Managers of Closed-End Management Investment Companies. |
Item 9. | Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers. |
Item 10. | Submission of Matters to a Vote of Security Holders. |
Item 11. | Controls and Procedures. |
(a) | The certifying officers, whose certifications are included herewith, have evaluated the registrants disclosure controls and procedures within 90 days of the filing date of this report. In their opinion, based on their evaluation, the registrants disclosure controls and procedures are adequately designed, and are operating effectively to ensure, that material information relating to the registrant, including its consolidated subsidiaries, is made known to them by others within those entities, particularly during the period in which this report is being prepared. Further, in their opinion, the registrants disclosure controls and procedures are adequately designed, and are operating effectively to ensure, that information required to be disclosed by the registrant in the reports it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commissions rules and forms. | ||
(b) | At the date of filing this Form N-CSR, there were no significant changes in the registrants internal control over financial reporting that occurred during the registrants last fiscal half-year that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting. |
Item 12. | Exhibits. |
(a)(1) | Not applicable. |
(a)(2) | Certifications pursuant to Rule 30a-2(a) under the 1940 Act and Section 302 of the Sarbanes-Oxley Act of 2002 are attached hereto. | |||
(a)(3) | Not applicable. | |||
(b) | Certifications pursuant to Rule 30a-2(b) under the 1940 Act and Section 906 of the Sarbanes-Oxley Act of 2002 are attached hereto. |
(Registrant) PNC Absolute Return TEDI Fund LLC | ||||
By (Signature and Title)*
|
/s/ Kevin A. McCreadie
(principal executive officer) |
|||
Date November 22, 2011 |
By (Signature and Title)*
|
/s/ Kevin A. McCreadie
(principal executive officer) |
|||
Date November 22, 2011 |
||||
By (Signature and Title)*
|
/s/ John Kernan
(principal financial officer) |
|||
Date November 22, 2011 |
* | Print the name and title of each signing officer under his or her signature. |
1. | I have reviewed this report on Form N-CSR of PNC Absolute Return TEDI Fund 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 (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report; |
4. | The registrants other certifying officer(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 registrants 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 registrants 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 registrants internal control over financial reporting; and |
5. | The registrants other certifying officer(s) and I have disclosed to the registrants auditors and the audit committee of the registrants 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 registrants 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 registrants internal control over financial reporting. |
Date: November 22, 2011 | /s/ Kevin A McCreadie | |||
Kevin A. McCreadie, President | ||||
(principal executive officer) |
1. | I have reviewed this report on Form N-CSR of PNC Absolute Return TEDI Fund 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 (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report; |
4. | The registrants other certifying officer(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 registrants 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 registrants 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 registrants internal control over financial reporting; and |
5. | The registrants other certifying officer(s) and I have disclosed to the registrants auditors and the audit committee of the registrants 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 registrants 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 registrants internal control over financial reporting. |
Date: November 22, 2011 | /s/ John Kernan | |||
John Kernan, Treasurer | ||||
(principal financial officer) |
1. | The Form N-CSR of the Registrant (the Report) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and | ||
2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant. |
Date: November 22, 2011 | /s/ Kevin A. McCreadie | |||
Kevin A. McCreadie, President | ||||
(principal executive officer) | ||||
1. | The Form N-CSR of the Registrant (the Report) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and | ||
2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant. |
Date: November 22, 2011 | /s/ John Kernan | |||
John Kernan, Treasurer | ||||
(principal financial officer) | ||||
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