WHISTLER FUND, L.L.C.
FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED
SEPTEMBER 30, 2000
(UNAUDITED)
<PAGE>
WHISTLER FUND, L.L.C.
FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED
SEPTEMBER 30, 2000
(UNAUDITED)
CONTENTS
Statement of Assets, Liabilities and Members' Capital - Net Assets......... 1
Statement of Operations.................................................... 2
Statement of Changes in Members' Capital - Net Assets...................... 3
Statement of Cash Flows.................................................... 4
Notes to Financial Statements.............................................. 5
<PAGE>
WHISTLER FUND, L.L.C.
STATEMENT OF ASSETS, LIABILITIES AND
MEMBERS' CAPITAL - NET ASSETS (IN THOUSANDS)
--------------------------------------------------------------------------------
September 30, 2000
ASSETS (Unaudited)
Cash and cash equivalents $ 3,040
Investments in investment funds,
at fair value (identified cost - $47,008) 54,635
Receivable for investments sold 193
Interest receivable 15
Other assets 8
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TOTAL ASSETS 57,891
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LIABILITIES
Administration fee payable 47
Due to affiliate 1
Accrued expenses 185
-------
TOTAL LIABILITIES 233
-------
NET ASSETS $57,658
=======
MEMBERS' CAPITAL - NET ASSETS
Represented by:
Capital contributions - net $51,213
Accumulated net investment loss (922)
Accumulated net realized loss on investments (260)
Accumulated net unrealized appreciation 7,627
-------
MEMBERS' CAPITAL - NET ASSETS $57,658
=======
The accompanying notes are an integral part of these financial statements.
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<PAGE>
WHISTLER FUND, L.L.C.
STATEMENT OF OPERATIONS (IN THOUSANDS)
--------------------------------------------------------------------------------
SIX MONTHS ENDED
SEPTEMBER 30, 2000
(UNAUDITED)
INVESTMENT INCOME
Interest $ 82
------
EXPENSES
OPERATING EXPENSES:
Administration fee 261
Professional fees 103
Accounting and investor services fee 49
Board of Managers' fees and expenses 16
Insurance expense 11
Custodian fees 4
Miscellaneous 5
------
TOTAL OPERATING EXPENSES 449
------
NET INVESTMENT LOSS (367)
------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
NET REALIZED LOSS ON INVESTMENTS (268)
NET CHANGE IN UNREALIZED APPRECIATION ON INVESTMENTS 3,725
------
NET REALIZED AND UNREALIZED GAIN 3,457
------
INCREASE IN MEMBERS' CAPITAL DERIVED FROM
INVESTMENT ACTIVITIES $3,090
======
The accompanying notes are an integral part of these financial statements.
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<PAGE>
WHISTLER FUND, L.L.C.
STATEMENT OF CHANGES IN MEMBERS' CAPITAL - NET ASSETS (IN THOUSANDS)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
SIX MONTHS ENDED PERIOD OCTOBER 4, 1999
SEPTEMBER 30, 2000 (COMMENCEMENT OF OPERATIONS)
(UNAUDITED) TO MARCH 31, 2000
<S> <C> <C>
FROM INVESTMENT ACTIVITIES
Net investment loss $ (367) $ (555)
Net realized gain (loss) on investments (268) 8
Net change in unrealized appreciation on
investments 3,725 3,902
------- -------
INCREASE IN MEMBERS' CAPITAL
DERIVED FROM INVESTMENT ACTIVITIES 3,090 3,355
MEMBERS' CAPITAL TRANSACTIONS
Capital contributions 11,650 40,007
Capital withdrawals (167) (177)
Syndication costs -- (100)
------- -------
INCREASE IN MEMBERS' CAPITAL
DERIVED FROM CAPITAL TRANSACTIONS 11,483 39,730
MEMBERS' CAPITAL AT BEGINNING OF PERIOD 43,085 --
------- -------
MEMBERS' CAPITAL AT END OF PERIOD $57,658 $43,085
======= =======
</TABLE>
The accompanying notes are an integral part of these financial statements.
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<PAGE>
WHISTLER FUND, L.L.C.
STATEMENT OF CASH FLOWS (IN THOUSANDS)
--------------------------------------------------------------------------------
SIX MONTHS ENDED
SEPTEMBER 30, 2000
(UNAUDITED)
CASH FLOWS FROM OPERATING ACTIVITIES
Increase in members' capital derived from
investment activities $ 3,090
Adjustments to reconcile net increase in members'
capital derived from investment activities
to net cash used in operating activities:
Increase in investments in investment funds at
fair value (14,275)
Increase in interest receivable (1)
Increase in receivables for investments sold (193)
Increase in other assets (2)
Decrease in accrued expenses (1)
Increase in management fee payable 10
--------
NET CASH USED IN OPERATING ACTIVITIES (11,372)
CASH FLOWS FROM FINANCING ACTIVITIES
Capital contributions 8,304
Capital withdrawals (167)
--------
NET CASH PROVIDED BY FINANCING ACTIVITIES 8,137
NET CHANGE IN CASH (3,235)
Cash at beginning of period 6,275
--------
Cash at end of period $ 3,040
========
The accompanying notes are an integral part of these financial statements.
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<PAGE>
WHISTLER FUND, L.L.C.
NOTES TO FINANCIAL STATEMENTS - SEPTEMBER 30, 2000
--------------------------------------------------------------------------------
1. ORGANIZATION
Whistler Fund, L.L.C. (the "Company") is a newly organized Delaware
limited liability company, registered under the Investment Company Act
of 1940, as amended (the "1940 Act"), as a closed-end, non-diversified,
management investment company. The Company seeks to achieve capital
appreciation while attempting to limit risk through the use of a
multi-strategy, multi-manager, diversified investment philosophy. It
pursues the objective through investment strategies which have a low
correlation with the equity and fixed income markets, or which, when
balanced with other strategies, lower the correlation of the Company's
total performance to the equity and fixed income markets.
CIBC Oppenheimer Advisers, L.L.C. (the "Adviser"), a Delaware limited
liability company, serves as the investment advisor of the Company.
CIBC World Markets Corp. ("CIBC WM"), the managing member of the
Adviser, will rely on its Hedge Fund Due Diligence Committee to oversee
the Adviser's investment decision making on behalf of the Company.
Generally, initial and additional subscriptions for interests by
eligible investors may be accepted as of the first day of each calendar
quarter. The Company reserves the right to reject any subscriptions for
interests in the Company. The Adviser, from time to time and in its
complete and exclusive discretion, may determine to cause the Company
to repurchase interests or portions thereof from members other than the
Adviser in its capacity as the Special Advisory Member pursuant to
written tenders by members on such terms and conditions as it may
determine.
2. SIGNIFICANT ACCOUNTING POLICIES
The preparation of financial statements in conformity with generally
accepted accounting principles requires the Adviser to make estimates
and assumptions that affect the amounts reported in the financial
statements and accompanying notes. The Adviser believes that the
estimates utilized in preparing the Company's financial statements are
reasonable and prudent; however, actual results could differ from these
estimates.
Investments in investment funds ("investee companies") are subject to
the terms of the respective limited partnership agreements, limited
liability company agreements and offering memorandums. The Company
values these investments at fair value based on financial data supplied
by the investee companies. Substantially all of the underlying
investments of the investee companies are comprised of readily
marketable securities.
Cash equivalents consist of monies invested in money market funds and
are accounted for at cost.
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<PAGE>
WHISTLER FUND, L.L.C.
NOTES TO FINANCIAL STATEMENTS - SEPTEMBER 30, 2000 (CONTINUED)
--------------------------------------------------------------------------------
2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
A. PORTFOLIO VALUATION
The net asset value of the Company is determined as of the close of
business at the end of any fiscal period 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 of Managers.
The Company's investments in investment funds are carried at fair value
as determined by the Company's pro-rata interest in the net assets of
each investment fund. All valuations utilize financial information
supplied by each investment fund and are net of management and
performance incentive fees or allocations payable to the investment
funds' managers as required by the investment funds' agreements. The
underlying investments of each investment fund are accounted for at
fair value as described in each investment fund's financial statements.
Distributions received, whether in the form of cash or securities, are
applied as a reduction of the investment's cost when identified by the
investment fund as a return of capital.
B. FUND EXPENSES
The Company will bear all expenses incurred in the business of the
Company, including, but not limited to, the following: all costs and
expenses related to portfolio transactions and positions for the
Company's account; legal fees; accounting and auditing fees; costs of
insurance; registration expenses; certain offering and organization
costs; and expenses of meetings of the Board of Managers and members.
C. INCOME TAXES
No provision for the payment of Federal, state or local income taxes
has been provided on the profits of the Company. Each member is
individually required to report on its own tax return its distributive
share of the Company's taxable income or loss.
3. MANAGEMENT FEE, PROFIT ALLOCATION, RELATED PARTY TRANSACTIONS AND OTHER
CIBC WM provides certain administrative and investor services to the
Company, including, among other things, providing office space and
other support services. In consideration for such services, the Company
will pay CIBC WM a monthly administration fee at a monthly rate of
.08333% (1% on an annualized basis) of the Company's net assets. CIBC
WM will pay a portion of the fee to its affiliates. CIBC WM acts as a
non-exclusive placement agent for the Company and will bear costs
associated with its activities as placement agent.
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<PAGE>
WHISTLER FUND, L.L.C.
NOTES TO FINANCIAL STATEMENTS - SEPTEMBER 30, 2000 (CONTINUED)
--------------------------------------------------------------------------------
3. MANAGEMENT FEE, PROFIT ALLOCATION, RELATED PARTY TRANSACTIONS
AND OTHER (CONTINUED)
Net profits or net losses of the Company for each fiscal period will be
allocated among and credited to or debited against the capital accounts
of all members (but not the Special Advisory Account, as defined) as of
the last day of each fiscal period in accordance with members'
respective investment percentages for the fiscal period. Generally at
the end of each fiscal year, an incentive allocation of 10% of the
profits, if any, that have been credited to the capital account of a
member during the period (an "Incentive Allocation") will be debited
from the member's capital account (including the Adviser's capital
account) and credited to the Special Advisory Account. For the six
months ended September 30, 2000, the incentive allocation earned was
$1,364.
Each member of the Board of Managers ("Manager") who is not an
"interested person" of the Company, as defined by the Act, receives an
annual retainer of $5,000 plus a fee for each meeting attended.
Currently, Howard Singer is the only "interested person" of the
Company. Managers who are not an "interested person" are reimbursed by
the Company for all reasonable out-of-pocket expenses incurred by them
in performing their duties.
PFPC Trust Company (an affiliate of PNC Bank, N.A.) serves as custodian
of the Company's assets and provides custodial services for the
Company. PFPC Inc. (also an affiliate of PNC Bank, N.A.) serves as
accounting and investor servicing agent to the Company and in that
capacity provides certain accounting, record keeping, tax and investor
related services. The Company pays a monthly fee to the accounting and
investor servicing agent based primarily upon average net assets,
subject to a minimum monthly fee, and will reimburse certain of the
accounting and investor servicing agent's expenses.
4. SECURITIES TRANSACTIONS
Aggregate purchases and sales of investment funds for the period ended
September 30, 2000, amounted to $12,750,000 and $1,931,623,
respectively. At September 30, 2000, the cost of investments for
Federal income tax purposes was substantially the same as the cost for
financial reporting purposes. At September 30, 2000, accumulated net
unrealized appreciation on investments was $7,626,389, consisting of
$8,354,240 gross unrealized appreciation and $727,850, gross unrealized
depreciation.
5. INVESTMENTS IN INVESTMENT FUNDS
As of September 30, 2000, the Company had investments in investment
funds, none of which were related parties.
The following table lists the Company's investments in investment funds
as of September 30, 2000. The agreements related to investments in
investment funds provide for compensation to the members in the form of
management fees of 1% to 2% (per annum) of net assets and performance
incentive fees or allocations of 15% to 25% of net profits earned.
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<PAGE>
WHISTLER FUND, L.L.C.
NOTES TO FINANCIAL STATEMENTS - SEPTEMBER 30, 2000 (CONTINUED)
--------------------------------------------------------------------------------
5. INVESTMENTS IN INVESTMENT FUNDS (CONTINUED)
<TABLE>
<CAPTION>
% OF COMPANY'S
INVESTMENT FUND: COST FAIR VALUE CAPITAL
<S> <C> <C> <C>
Adelphi Europe Partners, L.P. $ 1,750,000 $ 2,355,774 4.08%
Aries Domestic Fund II, L.P. 1,200,000 2,328,039 4.04%
Avery Partners, L.P. 1,250,000 1,453,105 2.52%
Basswood Financial Partners, L.P. 1,700,000 2,140,715 3.71%
Bay Harbour, 90-1, Ltd. 1,500,000 1,535,439 2.66%
Bedford Falls Investors, L.P. 1,400,000 1,855,900 3.22%
Clinton Amsterdam Fund, L.P. 658,175 740,679 1.28%
Conseiller Fund, L.P. 1,000,000 1,099,067 1.91%
EOS Partners, L.P. 1,375,000 1,600,473 2.78%
Everest Capital Fund, L.P. 1,450,000 1,784,607 3.10%
Highbridge Capital Corp. 3,200,000 3,773,123 6.54%
Icarus Partners, L.P. 2,350,000 2,311,867 4.01%
IIU Convertible Fund, Plc. 675,000 994,543 1.72%
Ivory Capital II, L.P. 2,250,000 2,422,431 4.20%
Kodiak Capital, L.P. 2,200,000 2,061,583 3.58%
Lipper Convertibles Series II, L.P. 1,000,000 1,142,934 1.98%
Maverick Fund USA, Ltd. 2,000,000 2,588,317 4.49%
Millgate Partners, L.P. 1,950,000 1,919,922 3.33%
MSC Partners, L.P. 1,900,000 2,126,822 3.69%
Palladin Enhanced Return Partners, L.P. 1,250,000 1,399,166 2.43%
Pequod Investments, L.P. 1,500,000 1,684,901 2.92%
Polar Bear Fund 1,600,000 1,315,958 2.28%
Prism Partners I, L.P. 2,750,000 3,012,923 5.23%
Rocker Partners, L.P. 2,500,000 2,262,820 3.92%
Stonehill Institutional Partners, L.P. 1,750,000 1,918,853 3.33%
Wellington Partners, L.P. 2,500,000 3,295,658 5.72%
Willis Coroon Catastrophe Investment Fund, L.P. 1,100,000 1,163,628 2.02%
WPG Farber Present Fund, L.P. 1,250,000 2,345,317 4.07%
----------- ----------- -----
TOTAL $47,008,175 $54,634,564 94.76%
===========
Other Assets, less Liabilities 3,023,558 5.24%
----------- -----
Members' Capital - Net Assets $57,658,122 100.00%
=========== ======
</TABLE>
6. FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK
In the normal course of business, the investment funds in which the
Company invests trade various financial instruments and enter into
various investment activities with off-balance sheet risk.
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<PAGE>
WHISTLER FUND, L.L.C.
NOTES TO FINANCIAL STATEMENTS - SEPTEMBER 30, 2000 (CONTINUED)
--------------------------------------------------------------------------------
6. FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK (CONTINUED)
These include, but are not limited to, short selling activities,
writing option contracts, derivative contracts and equity swaps. The
Company's risk of loss in these investment funds is limited to the
value of these investments reported by the Company. The investment
funds provide for periodic redemptions with lock up provisions for some
investments. These lock up provisions range from six months to two
years from the initial investment.
At September 30, 2000 cash equivalents consist of approximately
$3,040,203 held by one U.S. financial institution.
7. FINANCIAL HIGHLIGHTS
The following represents the ratios to average net assets and other
supplemental information for the period indicated:
<TABLE>
<CAPTION>
PERIOD FROM
OCTOBER 1, 1999
SIX MONTHS ENDED (COMMENCEMENT
SEPTEMBER 30, 2000 OF OPERATION) TO
(UNAUDITED) MARCH 31, 2000
------------------ ----------------
<S> <C> <C>
Ratio of net investment loss to average net assets* (1.43%) (3.47%)
Ratio of expenses to average net assets* 1.75% 3.67%
Total return** 5.16% 11.53%
<FN>
* Annualized.
** Total return assumes a purchase of an interest in the Company
on the first day and a sale of the interest on the last day of
the period noted, before incentive allocation to the Special
Advisory Member, if any. Total returns for a period of less
than a full year are not annualized.
</FN>
</TABLE>
8. SUBSEQUENT EVENTS
On October 1, 2000 the Partnership received initial and additional
contributions from members of approximately $2,090,000.
