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SIGNATURE MARY JANE MALONEY
TITLE MANAGER
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0001068235
<NAME> WYNSTONE FUND, LLC
<S> <C>
<PERIOD-TYPE> 12-MOS
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<PERIOD-END> DEC-31-1999
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<INVESTMENTS-AT-VALUE> 10007783
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<ASSETS-OTHER> 21220
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<OVERDISTRIBUTION-GAINS> 0
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<NET-INVESTMENT-INCOME> (239352)
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<NET-CHANGE-IN-ASSETS> 1613215
<ACCUMULATED-NII-PRIOR> (71365)
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</TABLE>
EXHIBIT INDEX
EXHIBIT A:
Attachment to item 77B:
Accountants report on internal control
EXHIBIT B:
Attachment to item 77C:
Matters submitted to a vote of security holders
EXHIBIT C:
Attachment to item 77O:
Transactions effected pursuant to Rule 10f-3
- ------------------------------------------------------------------
EXHIBIT A:
Report of Independent Auditors
To the Members of
Wynstone Fund, L.L.C.
In planning and performing our audit of the financial
statements of Wynstone Fund, L.L.C. for the year ended
December 31, 1999, we considered its internal control,
including control activities for safeguarding securities, in
order to determine our auditing procedures for the purpose of
expressing our opinion on the financial statements and to
comply with the requirements of Form N-SAR, not to provide
assurance on internal control.
The management of Wynstone Fund, L.L.C. is responsible for
establishing and maintaining internal control. In fulfilling
this responsibility, estimates and judgments by management are
required to assess the expected benefits and related costs of
controls. Generally, controls that are relevant to an audit
pertain to the entity's objective of preparing financial
statements for external purposes that are fairly presented in
conformity with generally accepted accounting principles.
Those controls include the safeguarding of assets against
unauthorized acquisition, use or disposition.
Because of inherent limitations in internal control, error or
fraud may occur and not be detected. Also, projection of any
evaluation of internal control to future periods is subject to
the risk that it may become inadequate because of changes in
conditions or that the effectiveness of the design and
operation may deteriorate.
Our consideration of internal control would not necessarily
disclose all matters in internal control that might be
material weaknesses under standards established by the
American Institute of Certified Public Accountants. A material
weakness is a condition in which the design or operation of
one or more of the internal control components does not reduce
to a relatively low level the risk that misstatements caused
by error or fraud in amounts that would be material in
relation to the financial statements being audited may occur
and not be detected within a timely period by employees in the
normal course of performing their assigned functions. However,
we noted no matters involving internal control and its
operation, including controls for safeguarding securities,
that we consider to be material weaknesses as defined above at
December 31, 1999.
This report is intended solely for the information and use of
management, the Board of Managers of Wynstone Fund, L.L.C.,
and the Securities and Exchange Commission and is not intended
to be and should not be used by anyone other than these
specified parties.
ERNST & YOUNG LLP
February 11, 2000
EXHIBIT B:
Exhibits/Attachments to Form N-SAR - Item 77C
Wynstone Partners, L.P.
Results of Special Meeting -June 25, 1999
The Partnership held a Special Meeting of the Limited Partners on
June 25, 1999. The purpose of the meeting was to vote on
proposals to convert Wynstone Partners, L.P. from a Delaware
limited partnership to a Delaware limited liability company and to
adopt the proposed limited liability company agreement. A total
of 21 partners, representing $10,288,490 of interests in Wynstone
Partners, L.P. and 67.78% of the votes eligible to be cast at the
Special Meeting, voted to approve the conversion and adopt the
agreement. The limited partners also elected four persons to
serve as Managers of the limited liability company and ratified
the selection of Ernst & Young LLP to serve as the independent
accountant for the Partnership for the year ending December 31,
1999. The following provides information concerning the matters
voted on at the meeting:
I. Proposals to convert Wynstone Partners, L.P. from a
Delaware limited partnership to a Delaware limited
liability company and to adopt the proposed limited
liability company agreement
Votes For Votes Against Votes Abstained
$ 10,288,490 $ 0 $ 0
Effective July 1, 1999, the conversion was completed and
the Partnership changed its name to Wynstone Fund,
L.L.C.
II. Election of Managers of Limited Liability Company
Nominee Votes For Votes Withheld
Jesse H. Ausubel $ 3,859,471 $ 6,429,019
Paul Belica $ 3,859,471 $ 6,429,019
Charles F. Barber $ 3,859,471 $ 6,429,019
Thomas W. Brock $ 3,859,471 $ 6,429,019
III. Ratification of Ernst & Young LLP as the Independent
Accountant of the Partnership
Votes For Votes Against Votes Abstained
$ 10,288,490 $ 0 $ 0
EXHIBIT C:
Wynstone Fund, L.L.C.
For the twelve month period ended December 31, 1999,
Wynstone Fund, L.L.C. ( the "Fund" ) engaged in several
transactions that involved the purchase of securities during
the existence of an underwriting or selling syndicate in
which CIBC World Markets Corp., an affiliated person of the
Fund, participated as an underwriter. The Fund did not
purchase securities from CIBC World Markets Corp., or any of
its affiliates, in any of such transactions.
The members of the Board of Managers of the Fund (the
"Managers") (who constitute the "directors" of the Fund for
the purposes of the Investment Company Act of 1940 (the
"1940 Act")), including a majority of the Managers who are
not interested persons of the Fund, have adopted Rule 10f-3
procedures, pursuant to which such transactions may be
effected by the Fund. At their regular quarterly meetings,
the Board of Managers reviewed such transactions and
determined that each of the transactions met the
requirements of Rule 10f-3 under the 1940 Act. Details of
the transactions have been attached as an exhibit.
SCHEDULE B
RULE 10f-3 REPORT
A. INFORMATION REGARDING THE OFFERING AND TRANSACTION
Date of Purchase: 05/03/99
Name of Issuer/Issue: The Goldman Sachs Group, Inc.
Principal Amount of Offering: $3 billion
Price/Spread: $1.35
Amount Purchased by the Fund: 1,050 shares
B. COMPLIANCE CHECKLIST
Indicate whether the following conditions were met in connection
with the purchase of the security described in Section A above:
1. Y Securities are (i) part of an issue
registered under the Securities Act of 1933 that is
being offered to the public, (ii) Eligible Municipal
Securities, (iii) sold in an Eligible Foreign
Offering, or (iv) sold in an Eligible Rule 144A
Offering.
2. Y The purchase for the Fund was made prior to the
end of the first full business day on which any sales
are made, and, if the securities are offered for
subscription upon exercise of rights, on or before the
fourth day preceding the day on which the rights
offering terminates.
3. Y The underwriting was a firm commitment
underwriting.
4. Y The commission, spread or profit received or to be
received by the principal underwriters was fair and
reasonable as compared to the commission, spread or
profit received by other principal underwriters in
connection with underwritings of similar securities
during a comparable period of time.
5. Y Except for Eligible Municipal Securities, the
issuer has been in continuous operation for not less
than 3 years, including the operations of any
predecessors.
6. Y The amount of securities of any class purchased by
the Fund, alone or together within one or more
investment companies to which the Adviser serves as
investment adviser, (i) for all offerings other than
Eligible Rule 144A Offerings, does not exceed 25% of
the principal amount of the offering of such class, and
(ii) for Eligible Rule 144A Offerings, does not exceed
25% of the total principal amount of the offering of
such class sold to qualified institutional buyers, plus
the principal amount of the offering in any concurrent
public offering.
7. Y The securities were not purchased directly or
indirectly from: (a) an officer, director, Manager,
investment adviser or employee of the Fund or (b) a
person of which any of the persons noted in (a) is an
affiliated person.
8. Y If securities were purchased from a syndicate
manager, the purchase was not part of a group sale or
otherwise allocated to the account of any of the
persons specified in 7 above.
05/04/99
Name: Craig W. Staub Date
Title: Vice President
SCHEDULE B
RULE 10f-3 REPORT
A. INFORMATION REGARDING THE OFFERING AND TRANSACTION
Date of Purchase: 05/24/99
Name of Issuer/Issue: National Commerce Bancorporation
Principal Amount of Offering: $116,875,000
Price/Spread: $.701
Amount Purchased by the Fund: 9000 shares
B. COMPLIANCE CHECKLIST
Indicate whether the following conditions were met in connection
with the purchase of the security described in Section A above:
1. Y Securities are (i) part of an issue
registered under the Securities Act of 1933 that is
being offered to the public, (ii) Eligible Municipal
Securities, (iii) sold in an Eligible Foreign
Offering, or (iv) sold in an Eligible Rule 144A
Offering.
2. Y The purchase for the Fund was made prior to the
end of the first full business day on which any sales
are made, and, if the securities are offered for
subscription upon exercise of rights, on or before the
fourth day preceding the day on which the rights
offering terminates.
3. Y The underwriting was a firm commitment
underwriting.
4. Y The commission, spread or profit received or to be
received by the principal underwriters was fair and
reasonable as compared to the commission, spread or
profit received by other principal underwriters in
connection with underwritings of similar securities
during a comparable period of time.
5. Y Except for Eligible Municipal Securities, the
issuer has been in continuous operation for not less
than 3 years, including the operations of any
predecessors.
6. Y The amount of securities of any class purchased by
the Fund, alone or together within one or more
investment companies to which the Adviser serves as
investment adviser, (i) for all offerings other than
Eligible Rule 144A Offerings, does not exceed 25% of
the principal amount of the offering of such class, and
(ii) for Eligible Rule 144A Offerings, does not exceed
25% of the total principal amount of the offering of
such class sold to qualified institutional buyers, plus
the principal amount of the offering in any concurrent
public offering.
7. Y The securities were not purchased directly or
indirectly from: (a) an officer, director, Manager,
investment adviser or employee of the Fund or (b) a
person of which any of the persons noted in (a) is an
affiliated person.
8. Y If securities were purchased from a syndicate
manager, the purchase was not part of a group sale or
otherwise allocated to the account of any of the
persons specified in 7 above.
08/20/99
Name: Craig W. Staub Date
Title: Vice President
SCHEDULE B
RULE 10f-3 REPORT
A. INFORMATION REGARDING THE OFFERING AND TRANSACTION
Date of Purchase: 10/07/99
Name of Issuer/Issue: Neuberger & Berman LLC
Principal Amount of Offering: $232 Million
Price/Spread: 32/1.24
Amount Purchased by the Partnership: 4,100 shares
B. COMPLIANCE CHECKLIST
Indicate whether the following conditions were met in connection
with the purchase of the security described in Section A above:
1. Y Securities are (i) part of an issue
registered under the Securities Act of 1933 that is
being offered to the public, (ii) Eligible Municipal
Securities, (iii) sold in an Eligible Foreign
Offering, or (iv) sold in an Eligible Rule 144A
Offering.
2. Y The purchase for the partnership was made prior to
the end of the first full business day on which any
sales are made, and, if the securities are offered for
subscription upon exercise of rights, on or before the
fourth day preceding the day on which the rights
offering terminates.
3. Y The underwriting was a firm commitment
underwriting.
4. Y The commission, spread or profit received or to be
received by the principal underwriters was fair and
reasonable as compared to the commission, spread or
profit received by other principal underwriters in
connection with underwritings of similar securities
during a comparable period of time.
5. Y Except for Eligible Municipal Securities, the
issuer has been in continuous operation for not less
than 3 years, including the operations of any
predecessors.
6. Y The amount of securities of any class purchased by
the Partnership, alone or together within one or more
investment companies to which the Adviser serves as
investment adviser, (i) for all offerings other than
Eligible Rule 144A Offerings, does not exceed 25% of
the principal amount of the offering of such class, and
(ii) for Eligible Rule 144A Offerings, does not exceed
25% of the total principal amount of the offering of
such class sold to qualified institutional buyers, plus
the principal amount of the offering in any concurrent
public offering.
7. Y The securities were not purchased directly or
indirectly from: (a) an officer, director, Manager,
investment adviser or employee of the Fund or (b) a
person of which any of the persons noted in (a) is an
affiliated person.
8. Y If securities were purchased from a syndicate
manager, the purchase was not part of a group sale or
otherwise allocated to the account of any of the
persons specified in 7 above.
10/07/99
Name: Craig W. Staub Date
Title: Vice President
SCHEDULE B
RULE 10f-3 REPORT
A. INFORMATION REGARDING THE OFFERING AND TRANSACTION
Date of Purchase: 11/09/99
Name of Issuer/Issue: Sovereign Bancorp
Principal Amount of Offering: $300 Million
Price/Spread: Spread- $.2953
Amount Purchased by the Partnership: 11,650
B. COMPLIANCE CHECKLIST
Indicate whether the following conditions were met in connection
with the purchase of the security described in Section A above:
1. Y Securities are (i) part of an issue
registered under the Securities Act of 1933 that is
being offered to the public, (ii) Eligible Municipal
Securities, (iii) sold in an Eligible Foreign
Offering, or (iv) sold in an Eligible Rule 144A
Offering.
2. Y The purchase for the Partnership was made prior to
the end of the first full business day on which any
sales are made, and, if the securities are offered for
subscription upon exercise of rights, on or before the
fourth day preceding the day on which the rights
offering terminates.
3. Y The underwriting was a firm commitment
underwriting.
4. Y The commission, spread or profit received or to be
received by the principal underwriters was fair and
reasonable as compared to the commission, spread or
profit received by other principal underwriters in
connection with underwritings of similar securities
during a comparable period of time.
5. Y Except for Eligible Municipal Securities, the
issuer has been in continuous operation for not less
than 3 years, including the operations of any
predecessors.
6. Y The amount of securities of any class purchased by
the Partnership, alone or together within one or more
investment companies to which the Adviser serves as
investment adviser, (i) for all offerings other than
Eligible Rule 144A Offerings, does not exceed 25% of
the principal amount of the offering of such class, and
(ii) for Eligible Rule 144A Offerings, does not exceed
25% of the total principal amount of the offering of
such class sold to qualified institutional buyers, plus
the principal amount of the offering in any concurrent
public offering.
7. Y The securities were not purchased directly or
indirectly from: (a) an officer, director, Manager,
investment adviser or employee of the Fund or (b) a
person of which any of the persons noted in (a) is an
affiliated person.
8. Y If securities were purchased from a syndicate
manager, the purchase was not part of a group sale or
otherwise allocated to the account of any of the
persons specified in 7 above.
11/09/99
Name: Craig W. Staub Date
Title: Vice President
SCHEDULE B
RULE 10f-3 REPORT
A. INFORMATION REGARDING THE OFFERING AND TRANSACTION
Date of Purchase: 11/24/99
Name of Issuer/Issue: Official Payments
Principal Amount of Offering:
Price/Spread: $15/ .63
Amount Purchased by the Partnership: 650 shares
B. COMPLIANCE CHECKLIST
Indicate whether the following conditions were met in connection
with the purchase of the security described in Section A above:
1. Y Securities are (i) part of an issue
registered under the Securities Act of 1933 that is
being offered to the public, (ii) Eligible Municipal
Securities, (iii) sold in an Eligible Foreign
Offering, or (iv) sold in an Eligible Rule 144A
Offering.
2. Y The purchase for the Partnership was made prior to
the end of the first full business day on which any
sales are made, and, if the securities are offered for
subscription upon exercise of rights, on or before the
fourth day preceding the day on which the rights
offering terminates.
3. Y The underwriting was a firm commitment
underwriting.
4. Y The commission, spread or profit received or to be
received by the principal underwriters was fair and
reasonable as compared to the commission, spread or
profit received by other principal underwriters in
connection with underwritings of similar securities
during a comparable period of time.
5. Y Except for Eligible Municipal Securities, the
issuer has been in continuous operation for not less
than 3 years, including the operations of any
predecessors.
6. Y The amount of securities of any class purchased by
the Partnership, alone or together within one or more
investment companies to which the Adviser serves as
investment adviser, (i) for all offerings other than
Eligible Rule 144A Offerings, does not exceed 25% of
the principal amount of the offering of such class, and
(ii) for Eligible Rule 144A Offerings, does not exceed
25% of the total principal amount of the offering of
such class sold to qualified institutional buyers, plus
the principal amount of the offering in any concurrent
public offering.
7. Y The securities were not purchased directly or
indirectly from: (a) an officer, director, Manager,
investment adviser or employee of the Fund or (b) a
person of which any of the persons noted in (a) is an
affiliated person.
8. Y If securities were purchased from a syndicate
manager, the purchase was not part of a group sale or
otherwise allocated to the account of any of the
persons specified in 7 above.
11/24/99
Name: Craig W. Staub Date
Title: Vice President
Eligible Municipal Securities means "municipal securities,"
as defined in Section 3(a)(29) of the Exchange
Act, that have received an investment grade rating from at least
one NRSRO; provided, that if the issuer of the
municipal securities, or the entity supplying the revenues or
other payments from which the issue is to be paid, has
been in continuous operation for less than three years, including
the operation of any predecessors, the securities
shall have received one of the three highest ratings from an
NRSRO.
