EXCELSIOR PRIVATE EQUITY FUND II INC - 10-Q Quarterly Report

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

For the quarterly period ended January 31, 2005

¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

For the transition period from to

Commission file number 000-22277

EXCELSIOR PRIVATE EQUITY FUND II, INC.

(Exact Name of Registrant as Specified in Its Charter)

MARYLAND

22-3510108

(State or Other Jurisdiction of

Incorporation or Organization)

(I.R.S. Employer

Identification No.)


225 High Ridge Road Stamford, CT		06905
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code (302) 352-4400

114 West 47th Street, New York, NY 10036-1532

Former Name, Former Address and Former Fiscal Year, if Changed Since last Report.

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the Registrant is an accelerated filer (as defined by Rule 12b-2 of the Act). Yes ¨ No x

As of March 1, 2005, there were 195,730 shares of the Registrant’s Common Stock, $.01 par value per share, outstanding.

EXCELSIOR PRIVATE EQUITY FUND II, INC.

This Quarterly Report on Form 10-Q contains historical information and forward-looking statements. Statements looking forward in time are included in this Form 10-Q pursuant to the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. They involve known and unknown risks and uncertainties that may cause Excelsior Private Equity Fund II, Inc.’s (the “Company’s”) actual results to differ from future performance suggested herein.


	INDEX
		PAGE NO.
PART I.	FINANCIAL INFORMATION

Item 1.	Financial Statements.	1

	Portfolios of Investments as of January 31, 2005 and October 31, 2004.	2

	Statements of Assets and Liabilities at January 31, 2005 and October 31, 2004.	7

	Statements of Operations for the three-month periods ended January 31, 2005 and January 31, 2004.	8

	Statements of Changes in Net Assets for the three-month periods ended January 31, 2005 and January 31, 2004.	9

	Statements of Cash Flows for the three-month periods ended January 31, 2005 and January 31, 2004.	10

	Financial Highlights at January 31, 2005 and January 31, 2004.	11

	Notes to Financial Statements.	12

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	17

Item 3.	Quantitative and Qualitative Disclosures about Market Risk.	19

Item 4.	Controls and Procedures.	19

PART II.	OTHER INFORMATION

Item 1.	Legal Proceedings.	19

Item 2.	Changes in Securities and Use of Proceeds.	19

Item 3.	Defaults Upon Senior Securities.	19

Item 4.	Submission of Matters to a Vote of Security Holders.	19

Item 5.	Other Information.	20

Item 6.	Exhibits and Reports on Form 8-K.	20

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements.

Excelsior Private Equity Fund II, Inc.

Portfolio of Investments (Unaudited)


	January 31, 2005
	Value		% of Net Assets
PORTFOLIO STRUCTURE

SHORT-TERM INVESTMENTS:

MONEY MARKET INVESTMENTS	$	1,899,496	4.65	%

INVESTMENT COMPANIES		2,330,457	5.71	%

PRIVATE INVESTMENT FUNDS		25,397,578	62.21	%

PRIVATE COMPANIES		10,957,747	26.84	%

TOTAL INVESTMENTS		40,585,278	99.41	%
OTHER ASSETS & LIABILITIES (NET)		239,065	0.59	%

NET ASSETS	$	40,824,343	100.00	%


Excelsior Private Equity Fund II, Inc. Portfolio of Investments
	October 31, 2004
	Value		% of Net Assets
PORTFOLIO STRUCTURE

SHORT-TERM INVESTMENTS:

MONEY MARKET INVESTMENTS	$	11,147,099	21.55	%

INVESTMENT COMPANIES		1,904,389	3.68	%

PRIVATE INVESTMENT FUNDS		27,369,451	52.92	%

PRIVATE COMPANIES		10,957,747	21.19	%

TOTAL INVESTMENTS		51,378,686	99.34	%
OTHER ASSETS & LIABILITIES (NET)		338,868	0.66	%

NET ASSETS	$	51,717,554	100.00	%

Notes to Financial Statements are an integral part of these Financial Statements.

Excelsior Private Equity Fund II, Inc.

Portfolio of Investments January 31, 2005 (Unaudited)


Par Value				Acquisition Date##	Value (Note 1)
	MONEY MARKET INSTRUMENTS — 4.65%
$	900,000		Morgan Stanley Commercial Paper 2.52%, 2/08/2005 (Cost $899,496)		$	899,496
	1,000,000		BOA Bank Note 2.23%, 2/14/05 (Cost $1,000,000)			1,000,000

			TOTAL MONEY MARKET INSTRUMENTS (Cost $1,899,496)			1,899,496


Ownership Percentage
	PRIVATE INVESTMENT FUNDS @, — 62.21%**
	1.71	%	Advanced Technology Ventures V, LP	09/98-10/02		655,265
	2.63	%	Brand Equity Ventures I, LP	03/98-10/01		337,827
	0.96	%	Brentwood Associates III, LP	06/99-10/02		3,501,669
	1.98	%	Broadview Capital Partners, LP	04/99-10/02		2,235,400
	4.89	%	Commonwealth Capital Ventures II, LP	01/99-10/02		1,875,232
	3.96	%	Communications Ventures III, LP	11/98-05/00		369,819
	1.53	%	Friedman, Fleischer & Lowe Capital Partners, LP	01/99-10/02		7,335,362
	1.30	%	Mayfield X, LP	06/99-05/02		886,719
	0.62	%	Mayfield X, Annex	07/02-10/02		204,067
	8.71	%	Mid-Atlantic Venture Fund III, LP †	04/98-02/01		1,328,148
	2.64	%	Morgenthaler Venture Partners V, LP	10/98-08/01		1,515,270
	1.67	%	Quad-C Partners V, LP	04/98-10/02		3,407,375
	1.34	%	Sevin Rosen Fund VI, LP	03/98-10/02		1,116,945
	2.12	%	Trinity Ventures VI, LP	09/98-10/02		628,480

			TOTAL PRIVATE INVESTMENT FUNDS (Cost $42,566,426)			25,397,578


Shares/Par Value
	PRIVATE COMPANIES @, — 26.84%**
	Preferred Stocks @ — 20.91%
	Educational Services — 8.67%
	75,059		Mosaica Education, Inc., Series C †	08/01		3,537,722

	Internet Services — Business — 12.24%
	1,428,572		Clear Orbit, Inc., Series A †	06/00		5,000,013
	2,388,345		Firstsource Corp., Series A †	02/00		—

						5,000,013

			Total Preferred Stock (Cost $20,119,422)			8,537,735

	Promissory Notes — 5.93%
	Biotechnology — 1.11%
$	451,412		Metrigen, Inc., 6.00%, 9/01/2009@	07/03		451,412

	Educational Services — 4.82%
$	686,415		Mosaica Education, Inc. Bridge Notes, 13.00%, 8/24/2006†	02/01-08/01		686,415
$	1,025,748		Mosaica Education, Inc. (Advantage Schools), 0.00%, 8/24/2006 †@	02/01-08/01		1,025,748
$	256,437		Mosaica Education, Inc. (ASI Texas LLC ), 0.00%, 8/24/2006†@	02/01-08/01		256,437

						1,968,600
	Internet Services — Business — 0.00%
$	2,666,667		Firstsource Corp., 8.00%, 6/30/2001 †@	12/00		—
$	750,000		Killerbiz, Inc., 8.00%, 6/10/2000 and 1/17/2001 †@	12/99-08/00		—

						—

			Total Promissory Notes (Cost $5,836,679)			2,420,012


Excelsior Private Equity Fund II, Inc. Portfolio of Investments January 31, 2005 (Unaudited) — (continued)
Shares		Acquisition Date##	Value (Note 1)
Warrants — 0.00%
Biotechnology — 0.00%
62,326	Metrigen, Inc.@	07/03	$	—

	Total Warrants (Cost $0)			—

	TOTAL PRIVATE COMPANIES (Cost $25,956,101)			10,957,747

INVESTMENT COMPANIES — 5.71%
2,330,457	Dreyfus Government Cash Management Fund (Cost $2,330,457)			2,330,457

TOTAL INVESTMENTS (Cost $72,752,480) — 99.41%				40,585,278
OTHER ASSETS & LIABILITIES (NET) — 0.59%				239,065

NET ASSETS — 100.00%			$	40,824,343

†	At January 31, 2005, the Company owned 5% or more of the company’s outstanding voting shares thereby making the company an affiliate as defined by the Investment Company Act of 1940. Total market value of affiliated securities owned at January 31, 2005 was $11,834,483.

**	Restricted as to public resale. Acquired between March 1, 1998 and October 31, 2002. Total cost of restricted securities at January 31, 2005 aggregated $68,522,527. Total value of restricted securities owned at January 31, 2005 was $36,355,325 or 89.05% of net assets.

##	Required disclosure for restricted securities only.

@	Non-income producing security.

Notes to Financial Statements are an integral part of these Financial Statements.

Excelsior Private Equity Fund II, Inc.

Portfolio of Investments October 31, 2004


Principal Amount/Shares			Acquisition Date	Value (Note 1)
	MONEY MARKET INSTRUMENTS — 21.55%
$	1,000,000	UBS Financial Commercial Paper 1.75%, 11/01/04		$	999,951
	1,000,000	Morgan Stanley Commercial Paper 1.79%, 11/02/04			999,901
	1,000,000	Federal Home Loan Mortgage Corp. Discount Note 1.75%, 11/02/04			999,903
	1,000,000	Danske Bank Commercial Paper 1.76%, 11/03/04			999,853
	3,150,000	Federal Home Loan Bank Discount Note 1.70%, 11/04/04			3,149,405
	1,000,000	Caterpillar Finance Commercial Paper 1.73%, 11/10/04			999,519
	3,000,000	Federal National Mortgage Association Discount Note 1.72%, 11/10/04			2,998,567

		TOTAL MONEY MARKET INSTRUMENTS (Cost $11,147,099)			11,147,099


Ownership Percentage
	PRIVATE INVESTMENT FUNDS #, @ — 52.92%
		Buyout Funds – 32.32%

	0.97%	Brentwood Associates III, LP	06/99-10/02		3,792,759
	1.88%	Broadview Capital Partners, LP	04/99-10/02		2,235,400
	1.32%	Friedman, Fleischer & Lowe Capital Partners, LP	01/99-10/02		7,277,896
	1.66%	Quad-C Partners V, LP	04/98-10/02		3,407,375

					16,713,430

		Early Stage Venture Funds – 16.68%

	1.71%	Advanced Technology Ventures V, LP	09/98-10/02		655,265
	4.90%	Commonwealth Capital Ventures II, LP	01/99-10/02		1,870,855
	3.96%	Communications Ventures III, LP	11/98-05/00		700,754
	1.30%	Mayfield X, LP	06/99-05/02		886,719
	0.62%	Mayfield X, Annex	07/02-10/02		204,067
	8.70%	Mid-Atlantic Venture Fund III, LP †	04/98-02/01		1,679,609
	1.32%	Sevin Rosen Fund VI, LP	03/98-10/02		1,148,139
	2.12%	Trinity Ventures VI, LP	09/98-10/02		1,483,588

					8,628,996

		Varied Stage Venture Funds – 3.92%
	2.63%	Brand Equity Ventures, LP	03/98-10/01		506,775
	2.64%	Morgenthaler Venture Partners V, LP	10/98-08/01		1,520,250

					2,027,025

		TOTAL PRIVATE INVESTMENT FUNDS (Cost $45,642,855)			27,369,451

Excelsior Private Equity Fund II, Inc.

Portfolio of Investments October 31, 2004 — (continued)


Shares/Par Value
	PRIVATE COMPANIES # — 21.19%
	Preferred Stocks @ — 16.51%
	Educational Services — 6.84%
	75,059	Mosaica Education, Inc., Series C †

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents