UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
Form 10-Q
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þ
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE
SECURITIES EXCHANGE ACT OF 1934
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For the quarterly period ended
March 31,
2011
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or
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE
SECURITIES EXCHANGE ACT OF 1934
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For the transition period
from to
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Commission file number:
000-50723
GOLDMAN
SACHS HEDGE FUND PARTNERS, LLC
(Exact name of registrant as
specified in its charter)
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Delaware
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04-3638229
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(State or other jurisdiction
of incorporation)
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(I.R.S. Employer
Identification No.)
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200 West Street
New York, New York
(Address of principal
executive offices)
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10282
(Zip
Code)
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Registrants telephone number, including area code:
(212) 902-1000
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 þ No o
Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Web site, if any,
every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of
Regulation S-T
(§ 232.405 of this chapter) during the preceding
12 months (or for such shorter period that the registrant
was required to submit and post such
files). Yes o No o
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer
or a smaller reporting company. See the definitions of
large accelerated filer, accelerated
filer and smaller reporting company in
Rule 12b-2
of the Exchange Act. (Check one):
Large accelerated
filer o Accelerated
filer o Non-accelerated
filer þ Smaller
reporting
company o
Indicate by check mark whether the registrant is a shell company
(as defined in
Rule 12b-2
of the Exchange
Act). Yes o No þ
The Registrants Units of Limited Liability Company
Interests are not traded on any market and, accordingly, have no
aggregate market value. The Registrant had 4,835,105.99 Units of
Limited Liability Company Interests outstanding as of May 13,
2011.
GOLDMAN
SACHS HEDGE FUND PARTNERS, LLC
QUARTERLY REPORT ON
FORM 10-Q
INDEX
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1
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2
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3
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4
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5
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6
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27
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40
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43
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44
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44
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44
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44
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44
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44
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47
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48
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49
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EX-31.1: CERTIFICATION
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EX-31.2: CERTIFICATION
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EX-32.1: CERTIFICATION
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EX-31.1 |
EX-31.2 |
EX-32.1 |
PART I
FINANCIAL INFORMATION
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Item 1.
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Financial
Statements
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GOLDMAN
SACHS HEDGE FUND PARTNERS, LLC
Schedule
of Investments
March 31, 2011 and December 31, 2010
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(Unaudited)
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(Audited)
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March 31, 2011
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December 31, 2010
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% of
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% of
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Fair
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members
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Fair
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members
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Affiliated Investee
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value
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equity(1)
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value
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equity(1)
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Goldman Sachs Global Equity Long/Short, LLC
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$
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250,021,506
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41.16
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%
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$
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248,593,542
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39.98
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%
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Goldman Sachs Global Fundamental Strategies, LLC
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153,111,813
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25.21
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%
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157,347,212
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25.30
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%
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Goldman Sachs Global Fundamental Strategies Asset Trust
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21,613,715
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3.56
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%
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23,188,415
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3.73
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%
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Goldman Sachs Global Relative Value, LLC
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1,563,216
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0.26
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%
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1,649,094
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0.27
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%
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Goldman Sachs Global Tactical Trading, LLC
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178,994,469
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29.47
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%
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181,173,125
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29.14
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%
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Goldman Sachs HFP Opportunistic Fund, LLC
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725,848
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0.12
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%
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735,686
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0.12
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%
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Total investments (cost $519,524,598 and $529,138,634,
respectively)
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$
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606,030,567
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99.78
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%
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$
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612,687,074
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98.54
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%
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The Companys aggregate proportionate share of the
following underlying investments of the Investees represented
greater than 5% of the Companys members equity at
March 31, 2011 and December 31, 2010.
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March 31, 2011 (Unaudited)
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Proportionate
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% of
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Underlying
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share of
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members
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Investee
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investment
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Strategy
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fair value
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equity(1)
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Goldman Sachs Global Tactical Trading, LLC
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GS Global Trading
Advisors,
LLC(2)
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Managed Futures
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$
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46,877,892
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7.72%
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December 31, 2010 (Audited)
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Proportionate
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% of
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Underlying
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share of
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members
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Investee
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investment
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Strategy
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fair value
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equity(1)
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Goldman Sachs Global Tactical Trading, LLC
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GS Global Trading Advisors,
LLC(2)
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Managed Futures
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$
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47,508,604
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7.64%
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(1)
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Members equity used in the
calculation of the fair value of each of the Investees and the
underlying investment as a percentage of members equity,
is based on the members equity per the Balance Sheet and
in accordance with Statement of Financial Accounting Standards
ASC 480, Distinguishing Liabilities from
Equity. Excluding redemptions payable per the Balance
Sheet, total investments would represent 95.17% and 95.63% of
members equity at March 31, 2011 and
December 31, 2010, respectively.
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(2)
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Affiliated investment fund with a
monthly liquidity term.
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See accompanying notes.
1
GOLDMAN
SACHS HEDGE FUND PARTNERS, LLC
March 31, 2011 and December 31, 2010
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(Unaudited)
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(Audited)
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March 31, 2011
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December 31, 2010
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ASSETS
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Assets:
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Investments in affiliated Investees, at fair value (cost
$519,524,598 and $529,138,634, respectively)
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$
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606,030,567
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$
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612,687,074
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Cash and cash equivalents
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33,528,539
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29,949,410
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Total assets
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$
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639,559,106
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$
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642,636,484
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LIABILITIES AND MEMBERS EQUITY
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Liabilities:
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Redemptions payable
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$
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29,405,252
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$
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18,895,114
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Management fee payable
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1,980,445
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1,322,217
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Accrued expenses and other liabilities
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802,407
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625,160
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Total liabilities
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32,188,104
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20,842,491
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Members equity (units outstanding 4,749,275.04 and
4,849,206.06, respectively)
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607,371,002
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621,793,993
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Total liabilities and members equity
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$
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639,559,106
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$
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642,636,484
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Analysis of members equity:
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Net capital contributions, accumulated net investment
income/(loss) and realized gain/(loss) on investments
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$
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520,865,033
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$
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538,245,553
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Accumulated net unrealized gain/(loss) on investments
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86,505,969
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83,548,440
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Total members
equity(1)
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$
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607,371,002
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$
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621,793,993
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(1)
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Refer to Note 8 for units
outstanding and NAV per unit amounts by series.
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See accompanying notes.
2
GOLDMAN
SACHS HEDGE FUND PARTNERS, LLC
(Unaudited)
For the three months ended March 31, 2011 and
March 31, 2010
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2011
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2010
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Dividend income
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$
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4,183
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$
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2,407
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Expenses:
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Management fee
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1,980,445
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1,922,133
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Professional fees
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147,537
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233,163
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Administration fee
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38,563
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Interest expense
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23,004
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Miscellaneous expenses
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50,352
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39,025
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Total expenses
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2,216,897
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2,217,325
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Net investment income/(loss)
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(2,212,714
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)
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(2,214,918
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)
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Realized and unrealized gain/(loss) on investments in affiliated
Investees:
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Net realized gain/(loss)
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5,529,127
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13,833,912
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Net change in unrealized gain/(loss)
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2,957,529
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(3,686,887
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)
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Net realized and unrealized gain/(loss)
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8,486,656
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10,147,025
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Net income/(loss)
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$
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6,273,942
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$
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7,932,107
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See accompanying notes.
3
GOLDMAN
SACHS HEDGE FUND PARTNERS, LLC
STATEMENT
OF CHANGES IN MEMBERS EQUITY
For the three months ended March 31, 2011 (Unaudited)
and the year ended December 31, 2010 (Audited)
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Managing
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Total
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members
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Members
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members
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equity
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equity
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equity
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Members equity at December 31, 2009
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$
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$
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597,698,035
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$
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597,698,035
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Subscriptions
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64,918,041
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64,918,041
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Redemptions
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(283,319
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)
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(69,624,119
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)
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(69,907,438
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)
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Allocations of net income/(loss):
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Incentive allocation
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283,319
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(283,319
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)
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Pro-rata allocation
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29,085,355
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29,085,355
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Members equity at December 31, 2010
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621,793,993
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621,793,993
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Subscriptions
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8,425,000
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8,425,000
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Redemptions
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(29,121,933
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)
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(29,121,933
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)
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Allocations of net income/(loss):
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Incentive allocation
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84,590
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(84,590
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)
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Pro-rata allocation
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6,273,942
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6,273,942
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Members equity at March 31, 2011
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$
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84,590
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$
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607,286,412
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$
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607,371,002
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See accompanying notes.
4
GOLDMAN
SACHS HEDGE FUND PARTNERS, LLC
STATEMENT
OF CASH FLOWS
(Unaudited)
For the three months ended March 31, 2011 and
March 31, 2010
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2011
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2010
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Cash flows from operating activities
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Net income/(loss)
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$
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6,273,942
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$
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7,932,107
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Adjustments to reconcile net income/(loss) to net cash
provided by (used in) operating activities:
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Purchases of investments in affiliated Investees
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(2,792,618
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)
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(58,000,000
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)
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Proceeds from sales of investments in affiliated Investees
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17,935,781
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63,830,919
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Net realized (gain)/loss from investments in affiliated Investees
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(5,529,127
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)
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(13,833,912
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)
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Net change in unrealized (gain)/loss of investments in
affiliated Investees
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(2,957,529
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)
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3,686,887
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Increase/(decrease) in operating liabilities:
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|
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|
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|
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Management fee payable
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658,228
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633,165
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Interest Payable
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(5,140
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)
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Accrued expenses and other liabilities
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177,247
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|
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165,791
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Net cash from operating activities
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|
13,765,924
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|
|
4,409,817
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Cash flows from financing activities
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Subscriptions
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8,425,000
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|
|
21,075,256
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Redemptions
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(18,611,795
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)
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(22,273,475
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)
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Net cash from financing activities
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|
(10,186,795
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)
|
|
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(1,198,219
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)
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|
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Net change in cash and cash equivalents
|
|
|
3,579,129
|
|
|
|
3,211,598
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Cash and cash equivalents at beginning of period
|
|
|
29,949,410
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|
|
|
35,470,838
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|
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Cash and cash equivalents at end of period
|
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$
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33,528,539
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$
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38,682,436
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Supplemental disclosure of cash flow information
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Cash paid by the Company during the period for interest
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$
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$
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28,144
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|
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|
|
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|
See accompanying notes.
5
Goldman Sachs Hedge Fund Partners, LLC (the
Company) was organized as a limited liability
company, pursuant to the laws of the State of Delaware, and
commenced operations on April 1, 2002 for the principal
purpose of investing in the equity long/short, event driven,
relative value and tactical trading hedge fund sectors (the
Investment Sectors). Currently, substantially all of
the Companys assets are allocated to Goldman Sachs Global
Equity Long/Short, LLC (GELS), Goldman Sachs Global
Fundamental Strategies, LLC (GFS) and Goldman Sachs
Global Tactical Trading, LLC (GTT) (collectively,
the Investment Funds). The balance of the
Companys assets are invested in Goldman Sachs Global
Fundamental Strategies Asset Trust (GFS Trust),
Goldman Sachs Global Relative Value, LLC (GRV) and
Goldman Sachs HFP Opportunistic Fund, LLC (HFPO and,
together with GFS Trust, GRV and the Investment Funds, the
Investees). Each of these Investees invests
indirectly through investment vehicles (Advisor
Funds) managed by such trading advisors (the
Advisors). In addition, the Company may, directly or
indirectly, allocate assets to Advisors whose principal
investment strategies are not within one of the Investment
Sectors. Goldman Sachs Hedge Fund Strategies LLC (GS
HFS), a wholly-owned subsidiary of The Goldman Sachs
Group, Inc., is the managing member (the Managing
Member) and commodity pool operator of the Company and a
registered investment adviser under the U.S. Investment
Advisers Act of 1940, as amended. SEI Global Services, Inc.
(SEI) serves as administrator of the Company.
|
|
Note 2
|
Significant
accounting policies
|
Basis of
presentation
The financial statements are prepared in accordance with
accounting principles generally accepted in the United States of
America (U.S. GAAP), and are expressed in
United States dollars.
Use of
estimates
The preparation of financial statements in conformity with
U.S. GAAP requires management to make estimates and
assumptions that affect the amounts reported in the financial
statements and the accompanying notes. Actual results could
differ from those estimates.
Fair
value of investments
The Company is an investment company for financial reporting
purposes and accordingly carries its investments at fair value.
The carrying value of the Companys assets and liabilities
not recorded at fair value that qualify as financial instruments
approximates fair value.
Realized
and unrealized gain/(loss) on investments in affiliated
Investees
Realized and unrealized gain/(loss) on investments in affiliated
Investees includes the change in fair value of each Investee.
Fair values are determined utilizing net asset value
(NAV) information supplied by each individual
Investee, which includes realized and unrealized gains/losses on
underlying investments of the Investees as well as management
fees and incentive fees charged by the Advisors, administration
fees and all other income/expenses of the Investees. See
Note 3 Investments in affiliated
Investees for further information.
Cash and
cash equivalents
The Company considers all highly liquid investments with a
maturity of less than 90 days at the time of purchase,
which are not held for resale, to be cash equivalents. Cash
equivalents, consisting of investments in money market funds,
are held at financial institutions to which the Company is
exposed to credit risk. Money market funds are valued at net
asset value per share.
6
GOLDMAN
SACHS HEDGE FUND PARTNERS, LLC
NOTES TO FINANCIAL STATEMENTS (continued)
(Unaudited)
March 31, 2011
|
|
Note 2
|
Significant
accounting policies (continued)
|
Allocation
of net income/(loss)
Net income/(loss) is allocated monthly to the capital account of
each member in the ratio that the balance of each members
capital account bears to the total balance of all members
capital accounts. The Managing Member earns an annual incentive
allocation equal to 5.0% of any new net appreciation in the NAV
of each series. Any net depreciation in the NAV of a series for
a fiscal year must be recouped prior to the Managing Member
earning an incentive allocation in future years.
Subscriptions
and redemptions
Subscriptions to the Company can be made as of the first day of
each calendar month or at the sole discretion of the Managing
Member. Redemptions from the Company can be made at the end of
each calendar quarter, upon 91 days prior written notice
after a twelve-month holding period or at such other times as
determined in the sole discretion of the Managing Member, as
provided for in the Companys limited liability company
agreement.
Income
taxes
The Company is taxed as a partnership for U.S. federal
income tax purposes. The members include their distributive
share of the Companys taxable income or loss on their
respective income tax returns. Accordingly, no U.S. federal
income tax liability or expense has been recorded in the
financial statements of the Company.
The Managing Member has reviewed the Companys tax
positions for the open tax years by major jurisdictions and has
concluded that no provision for taxes is required in the
Companys financial statements. Such open tax years vary by
jurisdiction and remain subject to examination by the foreign
taxing authorities. The tax liability is also subject to ongoing
interpretation of laws by taxing authorities.
Recent
accounting pronouncements
Improving Disclosures about Fair Value Measurements (ASC
820). In January 2010, the Financial Accounting
Standards Board issued Accounting Standards Update
(ASU)
No. 2010-06,
Fair Value Measurements and Disclosures (Topic
820) Improving Disclosures about Fair Value
Measurements. ASU
No. 2010-06
provides amended disclosure requirements related to fair value
measurements. Certain disclosure requirements of ASU
No. 2010-06
were effective for the Company beginning in the first quarter of
2010, while other disclosure requirements of the ASU are
effective for financial statements issued for reporting periods
beginning after December 15, 2010. Since these amended
principles require only additional disclosures concerning fair
value measurements, adoption did not and will not affect the
Companys financial condition, results of operations or
cash flows.
|
|
Note 3
|
Investments
in affiliated Investees
|
The Investees seek capital appreciation over time by investing
primarily within one of the following Investment Sectors: the
equity long/short sector, the event driven sector, the relative
value sector and the tactical trading sector. The Companys
investments in affiliated Investees are subject to the terms and
conditions of the respective operating agreements. The
investments in affiliated Investees are carried at fair value.
Fair values are determined utilizing NAV information supplied by
each individual affiliated Investee. GS HFS is the managing
member of each of the Investees. GS HFS does not charge the
Company any management fee or incentive allocation at the
Investee level. Realized gains/(losses) on the redemption of
investments in affiliated Investees are calculated using the
specific identification cost method.
7
GOLDMAN
SACHS HEDGE FUND PARTNERS, LLC
NOTES TO FINANCIAL STATEMENTS (continued)
(Unaudited)
March 31, 2011
|
|
Note 3
|
Investments
in affiliated Investees (continued)
|
Performance of the Company in any period will be dependent upon
the performance in the relevant period by the affiliated
Investees and the weighted average percentage of the
Companys assets in each of the affiliated Investees during
the period. In addition, performance is determined by the
Investment Funds asset allocation with the various
Advisors and the performance of each of their Advisor Funds and
interests held by GFS Trust, GRV and HFPO. In the normal course
of business, the Advisor Funds may trade various financial
instruments and enter into various investment transactions with
off-balance sheet risk, which include, but are not limited to,
securities sold short, futures, forwards, swaps and written
options. The Managing Member generally has limited access, if at
all, to specific information regarding the Advisor Funds
portfolios and relies on NAV provided by the Advisors.
Generally, the NAV provided by the Advisors is only audited on
an annual basis and is not subject to independent third party
verification. Typically, audited financial statements are not
received before issuance of the Companys financial
statements. GS HFS, in its capacity as managing member of the
Company, performs additional procedures including Advisor due
diligence reviews and analytical procedures with respect to the
NAV provided by the Advisors to ensure conformity with
U.S. GAAP. The Managing Member has assessed factors
including, but not limited to, Advisors compliance with
U.S. GAAP applicable to fair value measurements and
disclosures, price transparency and valuation procedures in
place. NAV provided by the Advisors may differ from the audited
values received subsequent to the date of the Companys NAV
determination. In such cases, the Company will evaluate the
materiality of any such differences.
The fair value of a financial instrument is the amount 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.
The Company uses NAV as its measure of fair value for
investments in Investees when (i) the fund investment does
not have a readily determinable fair value and (ii) the NAV
of the investment fund is calculated in a manner consistent with
the measurement principles of investment company accounting,
including measurement of the underlying investments at fair
value. In evaluating the level at which the fair value
measurements of the Companys investments have been
classified, the Company has assessed factors including, but not
limited to, price transparency, the ability to redeem at NAV at
the measurement date and the existence or absence of certain
restrictions at the measurement date. The three levels of the
fair value hierarchy are described below:
|
|
|
|
|
Level 1 Unadjusted quoted prices in active
markets that are accessible at the measurement date for
identical, unrestricted assets or liabilities;
|
|
|
|
Level 2 Quoted prices in markets that are not
active or financial instruments for which significant inputs are
observable (including investments in Investees that can be
redeemed at the measurement date or in the near-term at NAV),
either directly or indirectly; and
|
|
|
|
Level 3 Prices or valuations that require
significant unobservable inputs (including investments in
Investees that will never have the ability to be voluntarily
redeemed or are restricted from redemption for an uncertain or
extended period of time from the measurement date).
|
8
GOLDMAN
SACHS HEDGE FUND PARTNERS, LLC
NOTES TO FINANCIAL STATEMENTS (continued)
(Unaudited)
March 31, 2011
|
|
Note 3
|
Investments
in affiliated Investees (continued)
|
The following tables set forth by level within the fair value
hierarchy the Companys assets and liabilities by
investment strategy at fair value measured at March 31,
2011 and December 31, 2010:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2011 (Unaudited)
|
|
Assets
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Total
|
|
|
Investees by investment strategy:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity Long/Short
|
|
$
|
|
|
|
$
|
250,021,506
|
|
|
$
|
|
|
|
$
|
250,021,506
|
|
Event Driven
|
|
|
|
|
|
|
153,111,813
|
|
|
|
21,613,715
|
|
|
|
174,725,528
|
|
Tactical Trading
|
|
|
|
|
|
|
178,994,469
|
|
|
|
|
|
|
|
178,994,469
|
|
Multi-Sector
|
|
|
|
|
|
|
|
|
|
|
725,848
|
|
|
|
725,848
|
|
Relative Value
|
|
|
|
|
|
|
|
|
|
|
1,563,216
|
|
|
|
1,563,216
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
|
|
|
$
|
582,127,788
|
|
|
$
|
23,902,779
|
|
|
$
|
606,030,567
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2010 (Audited)
|
|
Assets
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Total
|
|
|
Investees by investment strategy:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity Long/Short
|
|
$
|
|
|
|
$
|
248,593,542
|
|
|
$
|
|
|
|
$
|
248,593,542
|
|
Event Driven
|
|
|
|
|
|
|
157,347,212
|
|
|
|
23,188,415
|
|
|
|
180,535,627
|
|
Tactical Trading
|
|
|
|
|
|
|
181,173,125
|
|
|
|
|
|
|
|
181,173,125
|
|
Multi-Sector
|
|
|
|
|
|
|
|
|
|
|
735,686
|
|
|
|
735,686
|
|
Relative Value
|
|
|
|
|
|
|
|
|
|
|
1,649,094
|
|
|
|
1,649,094
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
|
|
|
$
|
587,113,879
|
|
|
$
|
25,573,195
|
|
|
$
|
612,687,074
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Included in cash and cash equivalents on the Balance Sheet are
investments in money market funds with a fair value of
$33,498,804 and $29,919,410, which were classified as
Level 1 assets as of March 31, 2011 and
December 31, 2010, respectively.
The following table summarizes the changes in fair value of the
Companys Level 3 investments for the quarter ended
March 31, 2011:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Event Driven
|
|
|
Multi-Sector
|
|
|
Relative Value
|
|
|
Total
|
|
|
Balance as at January 1, 2011
|
|
$
|
23,188,415
|
|
|
$
|
735,686
|
|
|
$
|
1,649,094
|
|
|
$
|
25,573,195
|
|
Net realized gain/(loss) from investments
|
|
|
1,673
|
|
|
|
|
|
|
|
(778
|
)
|
|
|
895
|
|
Net change in unrealized gain/(loss) on
investments still held at
March 31, 2011
|
|
|
(283,755
|
)
|
|
|
(9,838
|
)
|
|
|
58,063
|
|
|
|
(235,530
|
)
|
Sales
|
|
|
(1,292,618
|
)
|
|
|
|
|
|
|
(143,163
|
)
|
|
|
(1,435,781
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as at March 31, 2011
|
|
$
|
21,613,715
|
|
|
$
|
725,848
|
|
|
$
|
1,563,216
|
|
|
$
|
23,902,779
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9
GOLDMAN
SACHS HEDGE FUND PARTNERS, LLC
NOTES TO FINANCIAL STATEMENTS (continued)
(Unaudited)
March 31, 2011
|
|
Note 3
|
Investments
in affiliated Investees (continued)
|
The following table summarizes the changes in fair value of the
Companys Level 3 investments for the quarter ended
March 31, 2010:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Event Driven
|
|
|
Relative Value
|
|
|
Total
|
|
|
Balance as at January 1, 2010
|
|
$
|
37,532,758
|
|
|
$
|
4,887,674
|
|
|
$
|
42,420,432
|
|
Net realized gain/(loss) from investments
|
|
|
(20,043
|
)
|
|
|
15,053
|
|
|
|
(4,990
|
)
|
Net change in unrealized gain/(loss) on investments still held
at March 31, 2010
|
|
|
268,907
|
|
|
|
94,638
|
|
|
|
363,545
|
|
Sales
|
|
|
(5,254,774
|
)
|
|
|
(1,632,316
|
)
|
|
|
(6,887,090
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as at March 31, 2010
|
|
$
|
32,526,848
|
|
|
$
|
3,365,049
|
|
|
$
|
35,891,897
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The following table summarizes the cost of the Companys
investments in the affiliated Investees at March 31, 2011
and December 31, 2010:
|
|
|
|
|
|
|
|
|
Investee
|
|
March 31, 2011
|
|
|
December 31, 2010
|
|
|
GELS
|
|
$
|
216,756,022
|
|
|
$
|
218,989,189
|
|
GFS
|
|
|
134,780,693
|
|
|
|
138,846,103
|
|
GFS Trust
|
|
|
19,266,841
|
|
|
|
20,402,700
|
|
GRV
|
|
|
1,539,064
|
|
|
|
1,686,248
|
|
GTT
|
|
|
146,472,850
|
|
|
|
148,505,266
|
|
HFPO
|
|
|
709,128
|
|
|
|
709,128
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
519,524,598
|
|
|
$
|
529,138,634
|
|
|
|
|
|
|
|
|
|
|
The following table summarizes the Companys realized and
unrealized gain/(loss) on investments in affiliated Investees
for the three months ended March 31, 2011 and
March 31, 2010:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31,
|
|
Investee
|
|
Liquidity
|
|
2011
|
|
|
2010
|
|
|
GELS
|
|
(1)
|
|
$
|
4,427,965
|
|
|
$
|
2,195,376
|
|
GFS
|
|
(2)
|
|
|
2,471,982
|
|
|
|
5,745,392
|
|
GFS Trust
|
|
(3)
|
|
|
(282,082
|
)
|
|
|
248,864
|
|
GRV
|
|
(4)
|
|
|
57,285
|
|
|
|
109,691
|
|
GTT
|
|
(5)
|
|
|
1,821,344
|
|
|
|
1,883,085
|
|
HFPO
|
|
(6)
|
|
|
(9,838
|
)
|
|
|
(35,383
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
$
|
8,486,656
|
|
|
$
|
10,147,025
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
|
Redemptions can be made quarterly
with 61 days notice, or at the sole discretion of the
Managing Member.
|
|
(2)
|
|
Redemptions can be made quarterly
on or after the first anniversary of the initial purchase of the
units with at least 91 days notice, or at the sole
discretion of the Managing Member.
|
|
(3)
|
|
GFS Trust does not provide
investors with a voluntary redemption right. Pursuant to the
terms of the trust agreement for GFS Trust, distributions will
be made to holders of interests in GFS Trust as GFS Trust
receives proceeds in respect of its underlying investments. The
estimated remaining holding period of its remaining underlying
investments range from one to six years.
|
10
GOLDMAN
SACHS HEDGE FUND PARTNERS, LLC
NOTES TO FINANCIAL STATEMENTS (continued)
(Unaudited)
March 31, 2011
|
|
Note 3
|
Investments
in affiliated Investees (continued)
|
|
|
|
(4)
|
|
GRV ceased its trading activities
effective on July 1, 2009, and will dissolve at the time
all assets are liquidated, liabilities are satisfied and
liquidation proceeds are distributed through payment of a
liquidating distribution. GRV suspended redemptions pending the
completion of the liquidation proceedings. The estimated
remaining holding period of its remaining underlying investments
range from one to six years.
|
|
(5)
|
|
Redemptions can be made quarterly
with 60 days notice, or at the sole discretion of the
Managing Member.
|
|
(6)
|
|
HFPOs current holdings
consist solely of one illiquid Advisor Fund, which cannot be
redeemed until the relevant Advisor liquidates such investment.
The estimated remaining holding period of the illiquid
investment is approximately two to five years.
|
The investment strategy for each Investee is as follows:
Goldman
Sachs Global Equity Long/Short, LLC
GELS seeks risk-adjusted absolute returns with volatility lower
than the broad equity markets, primarily through long and short
investment opportunities in the global equity markets.
Strategies generally involve making long and short equity
investments, often based on the Advisors assessment of
fundamental value compared to market price, although Advisors
employ a wide range of styles. Strategies that may be utilized
in the equity long/short sector include catalyst-activist,
consumer, diversified, energy, growth, long-bias, real estate,
multi-strategy, short-term trading and value. Other strategies
may be employed as well.
Goldman
Sachs Global Fundamental Strategies, LLC
GFS seeks risk-adjusted absolute returns with volatility and
correlation lower than the broad equity markets by allocating
assets to Advisors that operate primarily in the global event
driven sector. Event driven strategies seek to identify security
price changes resulting from corporate events such as
restructurings, mergers, takeovers, spin-offs, and other special
situations. Corporate event arbitrageurs generally choose their
investments based on their perceptions of the likelihood that
the event or transaction will occur, the amount of time that the
process will take, and the perceived ratio of return to risk.
Strategies that may be utilized in the event driven sector
include catalyst-activist, merger arbitrage/special situations,
credit opportunities/distressed securities and multi-strategy
investing. Other strategies may be employed as well.
Goldman
Sachs Global Fundamental Strategies Asset Trust
GS HFS, the managing member of GFS, created GFS Trust, a
Delaware statutory trust, for the benefit of its investors,
including the Company. Goldman Sachs Trust Company, a
Delaware Corporation, is the trustee of GFS Trust (the
Trustee). The Trustee appointed GS HFS as the
Special Assets Direction Advisor, responsible for,
among other duties, disposition of GFS Trust assets. On
March 31, 2009, GFS transferred to GFS Trust its interest
in certain illiquid investments, including illiquid investments
made by Advisor Funds, as well as liquidating vehicles that the
Advisors formed as liquidity decreased for previously liquid
investments, such as certain credit instruments. GFS transferred
to GFS Trust the economic risks and benefits of its interests in
such assets. In connection with such transfer, each investor in
GFS, including the Company, was issued its pro-rata share of GFS
Trust interests based on its ownership in GFS as of the transfer
date. Distributions from GFS Trust in respect of GFS Trust
interests will be made to holders of GFS Trust interests,
including the Company, as amounts in respect of the assets
transferred to GFS Trust are received from the Advisors.
However, the actual timing of these distributions will be
dependent on the Advisors ability to liquidate positions
as market conditions allow, and it could be a significant period
of time before such positions are realized or disposed of.
11
GOLDMAN
SACHS HEDGE FUND PARTNERS, LLC
NOTES TO FINANCIAL STATEMENTS (continued)
(Unaudited)
March 31, 2011
|
|
Note 3
|
Investments
in affiliated Investees (continued)
|
Goldman
Sachs Global Relative Value, LLC
GRV ceased its trading activities effective July 1, 2009
and will dissolve at the time all assets are liquidated,
liabilities are satisfied and liquidation proceeds are
distributed through payment of a liquidating distribution.
Investors in GRV (including the Company) will receive proceeds
from the liquidation over time as GRV receives redemption
proceeds from Advisor Funds.
Goldman
Sachs Global Tactical Trading, LLC
GTT seeks long-term risk-adjusted returns by allocating its
assets to Advisors that employ strategies primarily within the
tactical trading sector. Tactical trading strategies are
directional trading strategies that generally fall into one of
the following two categories: managed futures strategies and
global macro strategies. Managed futures strategies involve
trading in the global futures and currencies markets, generally
using systematic or discretionary approaches. Global macro
strategies generally utilize analysis of macroeconomic,
geopolitical and financial conditions to develop views on
country, regional or broader economic themes and then seek to
capitalize on such views by trading in securities, commodities,
interest rates, currencies and various financial instruments.
Goldman
Sachs HFP Opportunistic Fund, LLC
HFPOs investment objective is to make opportunistic
investments in underlying Advisor Funds in order to
(a) increase the weighting of a particular Advisor Fund
which had a low weighting in the Company due to a lower target
weight in one of the other Investees or (b) add an Advisor
Fund that is not currently represented in any of the other
Investees.
Management
fees and incentive allocation/fees
GS HFS does not charge the Company any management fee or
incentive allocation at the Investee level. The underlying
Advisor Funds held by the Investees charge management and
incentive allocation/fees to the Investees. The following table
reflects the contractual weighted average Advisors
management fee and incentive allocation/fee rates at the
Investee level for the three months ended March 31, 2011
and March 31, 2010. The weighted average is based on the
period-end fair values of each investment in the Advisor Fund in
proportion to the Investees total investments. The fee
rates used are the contractual rates charged by each Advisor.
The Advisors management fee and incentive allocation/fee
are not paid to the Managing Member.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2011
|
|
|
March 31, 2010
|
|
|
|
Management
|
|
|
Incentive
|
|
|
Management
|
|
|
Incentive
|
|
Investee
|
|
fees
|
|
|
allocation/fees
|
|
|
fees
|
|
|
allocation/fees
|
|
|
GELS
|
|
|
1.57
|
%
|
|
|
19.49
|
%
|
|
|
1.56
|
%
|
|
|
18.83
|
%
|
GFS
|
|
|
1.70
|
%
|
|
|
18.96
|
%
|
|
|
1.63
|
%
|
|
|
18.49
|
%
|
GFS Trust
|
|
|
1.34
|
%
|
|
|
15.31
|
%
|
|
|
1.52
|
%
|
|
|
17.21
|
%
|
GRV
|
|
|
1.06
|
%
|
|
|
9.03
|
%
|
|
|
0.97
|
%
|
|
|
8.94
|
%
|
GTT
|
|
|
1.85
|
%
|
|
|
19.05
|
%
|
|
|
1.94
|
%
|
|
|
18.80
|
%
|
HFPO
|
|
|
|
%(1)
|
|
|
|
%(1)
|
|
|
2.01
|
%
|
|
|
20.15
|
%
|
|
|
|
(1)
|
|
The sole Advisor Fund within HFPO
is illiquid and the Advisor has elected to forego the management
and incentive fees.
|
12
GOLDMAN
SACHS HEDGE FUND PARTNERS, LLC
NOTES TO FINANCIAL STATEMENTS (continued)
(Unaudited)
March 31, 2011
The Company incurs a monthly management fee paid in arrears to
GS HFS equal to 1.25% per annum of the net assets of the Company
as of each month-end.
Effective August 1, 2010, the Company incurs a monthly
administration fee payable to SEI equal to one twelfth of 0.02%
of the net assets of the Company as of each month end which is
included in Administration fee in the Statement of Operations.
The Company also incurs an indirect monthly administration fee
to SEI at the Investee level which is included in Realized and
unrealized gain/(loss) on investments in affiliated Investees in
the Statement of Operations. For the three months ended
March 31, 2011 and March 31, 2010, the Companys
pro-rata indirect share of the administration fee charged at the
Investee level totaled $71,527 and $77,351, respectively.
The Investees investing activities and those of the
Advisor Funds in which they invest expose the Company to various
types of risks that are associated with the financial
investments and markets in which the Investees and such Advisor
Funds invest. In the ordinary course of business, GS HFS, in its
capacity as Managing Member of the Company and the Investees,
attempts to manage a variety of risks, including market,
operational, liquidity and credit risk and attempts to identify,
measure and monitor risk through various mechanisms including
risk management strategies and credit policies. GS HFS monitors
risk guidelines and diversifies exposures across a variety of
instruments, markets and counterparties.
Item 1A of Part I of the Companys Annual Report
on
Form 10-K
for the fiscal year ended December 31, 2010 provides details of
these and other types of risks, some of which are additional to
the information provided in these financial statements.
Asset allocation is determined by the Companys Managing
Member who manages the allocation of assets to achieve the
investment objectives. Achievement of the investment objectives
involves taking risks. The Managing Member exercises judgment
based on analysis, research and risk management techniques when
making investment decisions. Divergence from target asset
allocations and the composition of the Companys
investments is monitored by the Companys Managing Member.
Market
risk
The potential for changes in the fair value of the
Companys investment portfolio is referred to as market
risk. Commonly used categories of market risk include currency
risk, interest rate risk and price risk.
(i) Currency
risk
The Advisor Funds may invest in financial investments and enter
into transactions denominated in currencies other than its
functional currency. Consequently, the Company, its Investees
and their Advisor Funds may be exposed to risks that the
exchange rate of its functional currency relative to other
foreign currencies may change in a manner that has an adverse
effect on the value of that portion of the Companys or
Investees assets or liabilities denominated in currencies
other than the functional currency.
13
GOLDMAN
SACHS HEDGE FUND PARTNERS, LLC
NOTES TO FINANCIAL STATEMENTS (continued)
(Unaudited)
March 31, 2011
|
|
Note 5
|
Risk
Management (continued)
|
(ii) Interest
rate risk
The Advisor Funds may invest in fixed income securities and
derivatives. Any change to market interest rates relevant for
particular securities may result in the Advisors being unable to
secure similar returns on the expiration of contracts or the
sale of securities. In addition, changes to prevailing interest
rates or changes in expectations of future rates may result in
an increase or decrease in the value of the securities held. In
general, if interest rates rise, the value of the fixed income
securities and derivatives will decline. A decline in interest
rates will in general have the opposite effect.
(iii) Price
risk
Price risk is the risk that the value of the Investees and
Advisor Funds financial investments will fluctuate as a
result of changes in market prices, other than those arising
from currency risk or interest rate risk whether caused by
factors specific to an individual investment, its issuer or any
factor affecting financial investments traded in the market.
As all of the Companys investments in Investees and the
Investees investments in Advisor Funds are carried at fair
value with changes in fair value recognized in the Statement of
Operations, all changes in market conditions will directly
affect net assets. The Companys maximum risk of loss is
limited to the Companys investment in the Investees. The
Investees maximum risk of loss is limited to the
Investees investment in the Advisor Funds.
The Investees investments in the Advisor Funds are
determined utilizing NAVs supplied by, or on behalf of, the
Advisors of each Advisor Fund. Furthermore, NAVs received from
the administrator of the Advisor Funds may be estimates and such
values will be used to calculate the NAV of the Investees for
purposes of determining amounts payable on redemptions and
reported performance of the Investees. Such estimates provided
by the administrators of the Advisor Funds may be subject to
subsequent revisions which may not be reflected in the
Investees final month-end NAV.
Operational
risk
Operational risk is the potential for loss caused by a
deficiency in information, communications, transaction
processing and settlement and accounting systems. The
Companys service providers maintain controls and
procedures for the purpose of mitigating operational risk.
Reviews of the service levels of service providers are performed
on a regular basis. No assurance is given that these measures
will be 100% effective. Operational risk also exists at the
Investee and Advisor Fund level.
Liquidity
risk
Liquidity risk is the risk that the Company will encounter
difficulty in meeting obligations associated with financial
liabilities. The Company provides for the subscription and
redemption of units and it is therefore exposed to the liquidity
risk of meeting member redemptions.
In order to meet its obligations associated with financial
liabilities, the Company primarily redeems from the investments
in the Investees. However, the Companys investments in the
Investees may only be redeemed on a limited basis. As detailed
in Note 3 Investments in affiliated
Investees, neither GFS Trust nor GRV provide investors
with a voluntary redemption right and HFPOs current
holdings consist solely of one illiquid investment in an Advisor
Fund, which cannot be redeemed until the relevant Advisor
liquidates such investment. As a result, the Company may not be
able to liquidate quickly some of its investments in order to
meet liquidity requirements.
14
GOLDMAN
SACHS HEDGE FUND PARTNERS, LLC
NOTES TO FINANCIAL STATEMENTS (continued)
(Unaudited)
March 31, 2011
|
|
Note 5
|
Risk
Management (continued)
|
Certain of the Advisor Funds held by the Investees may have
liquidity exposure related to the Advisors estimates of
the recovery value of these claims against Lehman Brothers
Holdings, Inc. and for certain of its subsidiaries and
affiliates (Lehman), including cash claims involving
amounts owed to the Advisors by Lehman
and/or
proprietary claims involving the recovery of Advisor Funds
assets held by Lehman at the time of its insolvency. These
estimates are based on information received from the majority,
but not all, of the Advisor Funds, and the Company has no
way of independently verifying or otherwise confirming the
accuracy of the information provided. As a result, there can be
no guarantee that such estimates are accurate. There is
significant uncertainty with respect to the ultimate outcome of
the Lehman insolvency proceedings, and therefore the amounts
ultimately recovered in respect of the Advisors claims
against Lehman could be materially different than such
estimates. Based on the information received, the gross indirect
exposure to Lehman did not materially affect the Companys
net assets.
Certain of the Advisor Funds held by the Investees are subject
to various
lock-up
provisions. Additionally, an Advisor may, at its discretion,
transfer a portion of an Investees investment in the
Advisor Fund into share classes where liquidity terms are
directed by the Advisor in accordance with the Advisors
operating agreement, commonly referred to as side pocket share
classes (side pockets). These side pockets may have
restricted liquidity and prohibit the Investees from fully
liquidating their investments without delay. The managing member
of the Investees attempts to determine each Advisors
strategy on side pockets through its due diligence process prior
to making an allocation to the Advisor. However, no assurance
can be given on whether or not the Advisor will implement side
pockets during the investment period. The Advisors may also, at
their discretion, suspend redemptions or implement other
restrictions on liquidity which could impact the Investees
ability to meet redemptions submitted by the Company. As of
March 31, 2011 and December 31, 2010, approximately 2%
of the Companys investments in the Investees were
considered illiquid due to restrictions implemented by the
Advisors of the investments held by Investees, excluding
contractual restrictions imposed by the Advisors at the time of
purchase, such as
lock-ups. In
addition, as of March 31, 2011 and December 31, 2010,
approximately 4% of the Companys members equity was
considered illiquid due to restrictions implemented by the
Investees, including the lack of a voluntary redemption right
for GFS Trust and GRV.
To mitigate some of the liquidity risks above, the Company has
the ability to suspend redemptions prior to the effectiveness of
redemption requests at the Managing Members sole
discretion should conditions warrant.
Credit
risk
Credit risk is the risk that one party to a contract will cause
a financial loss for the other party by failing to discharge an
obligation.
The Managing Member has adopted procedures to reduce credit risk
related to the Companys dealings with counterparties and
Advisor Funds. Before transacting with any counterparty or
Advisor Fund, the Managing Member or its affiliates evaluate
both creditworthiness and reputation by conducting a credit
analysis of the party, their business and reputation. The credit
risk of approved counterparties and Advisor Funds are then
monitored on an ongoing basis, including periodic reviews of
financial statements and interim financial reports as needed.
Some of the Investees investments in Advisor Funds may
have had credit exposure related to the bankruptcy of Lehman.
See Liquidity risk for further information related
to Lehman exposure.
The management fee payable in the Balance Sheet represents
management fees due to GS HFS at March 31, 2011 and
December 31, 2010, respectively.
15
GOLDMAN
SACHS HEDGE FUND PARTNERS, LLC
NOTES TO FINANCIAL STATEMENTS (continued)
(Unaudited)
March 31, 2011
|
|
Note 6
|
Related
parties (continued)
|
Included in the redemptions payable on the Balance Sheet at
March 31, 2011 and December 31, 2010 were redemptions
due to the Managing Member of $283,319.
For the three months ended March 31, 2011, the Company
earned dividends of $4,183 from an investment in Goldman Sachs
Financial Square Government Fund, a money market fund managed by
Goldman Sachs Asset Management, L.P., an affiliate of GS HFS.
For the three months ended March 31, 2010, the Company
earned dividends of $2,407 from an investment in Goldman Sachs
Financial Square Government Fund and Goldman Sachs Financial
Square Treasury Obligations Fund, money market funds managed by
Goldman Sachs Asset Management, L.P., an affiliate of GS HFS. At
March 31, 2011 and December 31, 2010, the fair values
of such money market investments was $33,498,804 and
$29,919,410, respectively. The Company will bear its
proportionate share of all fees, including investment advisory
fees, paid by the money market funds.
The Advisor Funds may have executed investment transactions with
various affiliates of the Managing Member.
Directors and executive officers of the Company and the Managing
Member owned less than 1% of the Companys equity at
March 31, 2011 and December 31, 2010. Employees of
Goldman, Sachs & Co. owned approximately 2% of the
Companys equity at March 31, 2011 and
December 31, 2010.
|
|
Note 7
|
Borrowing
facility
|
The following table summarizes the Companys credit
facility (as amended from time to time, the Credit
Facility) with Barclays Bank PLC (the Facility
Counterparty) between January 1, 2010 and
November 1, 2010:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Facility fee/
|
|
Time
periods(1)(2)
|
|
Maximum
amount(2)
|
|
Interest
rate(3)
|
|
Commitment fee
|
|
|
September 1, 2010 through November 1,
2010(4)
|
|
Lesser of $33,700,000 or 14.25%
of the Companys NAV
|
|
LIBOR plus 5.00%
|
|
|
1.00%
|
|
June 1, 2010 through
August 31, 2010
|
|
Lesser of $33,700,000 or 14.25%
of the Companys NAV
|
|
LIBOR plus 1.50%
|
|
|
1.00%
|
|
January 28, 2010 through
May 31, 2010
|
|
Lesser of $33,700,000 or 14.25%
of the Companys NAV
|
|
LIBOR plus 1.00%
|
|
|
0.29%
|
|
January 1, 2010 through
January 27, 2010
|
|
Lesser of $32,000,000 or 14.25%
of the Companys NAV
|
|
LIBOR plus 1.00%
|
|
|
0.25%
|
|
|
|
|
(1)
|
|
The Credit Facility matured on
November 1, 2010 and was not renewed.
|
|
(2)
|
|
The Company also granted a security
interest in the Companys cash accounts and any other
accounts that contain any other investment property of the
Company.
|
|
(3)
|
|
London Interbank Offered Rate
(LIBOR).
|
|
(4)
|
|
Effective September 1, 2010,
the Credit Facility was extended to November 1, 2010 and
converted to an uncommitted facility. Additionally, the
commitment fee terminated and the Company commenced paying a
monthly facility fee to the Facility Counterparty at the rate of
1% per annum of the average Credit Facility.
|
The proceeds of the advances under the Credit Facility were used
for liquidity management in connection with subscriptions to the
Company and redemption of the Companys investments in the
Investment Funds and for general purposes not prohibited by the
Credit Facility or the investment guidelines therein. Interest
related to borrowing and the commitment / facility fee
is included in interest expense in the Statement of Operations.
Effective November 1, 2010, the Credit Facility matured and
was not renewed.
16
GOLDMAN
SACHS HEDGE FUND PARTNERS, LLC
NOTES TO FINANCIAL STATEMENTS (continued)
(Unaudited)
March 31, 2011
At March 31, 2011 and December 31, 2010, the Company
had Class A units outstanding. Each series of Class A
units is identical in every regard except with respect to its
individualized incentive allocation base. Effective
January 1, 2011, Class A Series 48, Class A
Series 53, Class A Series 54, Class A
Series 77 through Series 81 and Class A
Series 84 through Series 90 units were converted into
Class A Series 46 units. The Managing Member does not
own any units in the Company.
The Companys unit activity for the three month ended
March 31, 2011 is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
Unit
|
|
|
|
|
|
|
|
|
March 31,
|
|
|
|
2010
|
|
|
conversion
|
|
|
Subscriptions
|
|
|
Redemptions
|
|
|
2011
|
|
Class A:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series 1
|
|
|
2,560,820.36
|
|
|
|
|
|
|
|
|
|
|
|
(91,964.84
|
)
|
|
|
2,468,855.52
|
|
Series 45
|
|
|
45,322.13
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
45,322.13
|
|
Series 46
|
|
|
89,711.22
|
|
|
|
1,435,142.41
|
|
|
|
|
|
|
|
(106,148.56
|
)
|
|
|
1,418,705.07
|
|
Series 47
|
|
|
55,000.00
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
55,000.00
|
|
Series 48
|
|
|
101,345.88
|
|
|
|
(101,345.88
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
Series 49
|
|
|
140,800.00
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
140,800.00
|
|
Series 50
|
|
|
194,430.21
|
|
|
|
|
|
|
|
|
|
|
|
(22,374.91
|
)
|
|
|
172,055.30
|
|
Series 51
|
|
|
101,300.00
|
|
|
|
|
|
|
|
|
|
|
|
(17,510.59
|
)
|
|
|
83,789.41
|
|
Series 52
|
|
|
86,750.00
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
86,750.00
|
|
Series 53
|
|
|
55,451.17
|
|
|
|
(55,451.17
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
Series 54
|
|
|
589,036.01
|
|
|
|
(589,036.01
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
Series 66
|
|
|
84,244.41
|
|
|
|
|
|
|
|
|
|
|
|
(4,066.34
|
)
|
|
|
80,178.07
|
|
Series 67
|
|
|
1,367.32
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,367.32
|
|
Series 68
|
|
|
57,080.94
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
57,080.94
|
|
Series 69
|
|
|
20,861.87
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20,861.87
|
|
Series 70
|
|
|
6,848.67
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,848.67
|
|
Series 71
|
|
|
1,403.93
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,403.93
|
|
Series 72
|
|
|
6,915.70
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,915.70
|
|
Series 73
|
|
|
1,335.83
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,335.83
|
|
Series 77
|
|
|
76,950.00
|
|
|
|
(76,950.00
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
Series 78
|
|
|
62,345.96
|
|
|
|
(62,345.96
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
Series 79
|
|
|
71,456.60
|
|
|
|
(71,456.60
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
Series 80
|
|
|
56,950.00
|
|
|
|
(56,950.00
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
Series 81
|
|
|
201,150.00
|
|
|
|
(201,150.00
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
Series 82
|
|
|
12,294.48
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,294.48
|
|
Series 83
|
|
|
5,460.80
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,460.80
|
|
Series 84
|
|
|
34,000.00
|
|
|
|
(34,000.00
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
Series 85
|
|
|
16,500.00
|
|
|
|
(16,500.00
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
Series 86
|
|
|
21,942.57
|
|
|
|
(21,942.57
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
Series 87
|
|
|
33,930.00
|
|
|
|
(33,930.00
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
Series 88
|
|
|
1,000.00
|
|
|
|
(1,000.00
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
Series 89
|
|
|
43,250.00
|
|
|
|
(43,250.00
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
Series 90
|
|
|
11,950.00
|
|
|
|
(11,950.00
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
Series 91
|
|
|
|
|
|
|
|
|
|
|
39,500.00
|
|
|
|
|
|
|
|
39,500.00
|
|
Series 92
|
|
|
|
|
|
|
|
|
|
|
26,500.00
|
|
|
|
|
|
|
|
26,500.00
|
|
Series 93
|
|
|
|
|
|
|
|
|
|
|
18,250.00
|
|
|
|
|
|
|
|
18,250.00
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
4,849,206.06
|
|
|
|
57,884.22
|
|
|
|
84,250.00
|
|
|
|
(242,065.24
|
)
|
|
|
4,749,275.04
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
17
GOLDMAN
SACHS HEDGE FUND PARTNERS, LLC
NOTES TO FINANCIAL STATEMENTS (continued)
(Unaudited)
March 31, 2011
|
|
Note 8
|
Members
equity (continued)
|
The Companys unit activity for the year ended
December 31, 2010 is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
Unit
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
|
2009
|
|
|
conversion
|
|
|
Subscriptions
|
|
|
Redemptions
|
|
|
2010
|
|
Class A:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series 1
|
|
|
2,885,415.51
|
|
|
|
|
|
|
|
|
|
|
|
(324,595.15
|
)
|
|
|
2,560,820.36
|
|
Series 45
|
|
|
52,822.13
|
|
|
|
|
|
|
|
|
|
|
|
(7,500.00
|
)
|
|
|
45,322.13
|
|
Series 46
|
|
|
121,252.89
|
|
|
|
|
|
|
|
|
|
|
|
(31,541.67
|
)
|
|
|
89,711.22
|
|
Series 47
|
|
|
72,250.00
|
|
|
|
|
|
|
|
|
|
|
|
(17,250.00
|
)
|
|
|
55,000.00
|
|
Series 48
|
|
|
121,500.00
|
|
|
|
|
|
|
|
|
|
|
|
(20,154.12
|
)
|
|
|
101,345.88
|
|
Series 49
|
|
|
140,800.00
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
140,800.00
|
|
Series 50
|
|
|
208,466.39
|
|
|
|
|
|
|
|
|
|
|
|
(14,036.18
|
)
|
|
|
194,430.21
|
|
Series 51
|
|
|
123,068.00
|
|
|
|
|
|
|
|
|
|
|
|
(21,768.00
|
)
|
|
|
101,300.00
|
|
Series 52
|
|
|
96,750.00
|
|
|
|
|
|
|
|
|
|
|
|
(10,000.00
|
)
|
|
|
86,750.00
|
|
Series 53
|
|
|
73,550.00
|
|
|
|
|
|
|
|
|
|
|
|
(18,098.83
|
)
|
|
|
55,451.17
|
|
Series 54
|
|
|
69,350.00
|
|
|
|
592,596.98
|
|
|
|
|
|
|
|
(72,910.97
|
)
|
|
|
589,036.01
|
|
Series 55
|
|
|
22,500.00
|
|
|
|
(22,500.00
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
Series 56
|
|
|
10,000.00
|
|
|
|
(10,000.00
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
Series 57
|
|
|
25,000.00
|
|
|
|
(25,000.00
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
Series 58
|
|
|
50,000.00
|
|
|
|
(50,000.00
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
Series 59
|
|
|
15,000.00
|
|
|
|
(15,000.00
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
Series 60
|
|
|
27,600.00
|
|
|
|
(27,600.00
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
Series 61
|
|
|
11,312.98
|
|
|
|
(11,312.98
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
Series 62
|
|
|
62,000.00
|
|
|
|
(62,000.00
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
Series 63
|
|
|
66,712.98
|
|
|
|
(66,712.98
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
Series 64
|
|
|
36,650.00
|
|
|
|
(36,650.00
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
Series 65
|
|
|
54,137.27
|
|
|
|
(54,137.27
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
Series 66
|
|
|
95,580.88
|
|
|
|
|
|
|
|
|
|
|
|
(11,336.47
|
)
|
|
|
84,244.41
|
|
Series 67
|
|
|
1,367.32
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,367.32
|
|
Series 68
|
|
|
57,080.94
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
57,080.94
|
|
Series 69
|
|
|
20,861.87
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20,861.87
|
|
Series 70
|
|
|
6,848.67
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,848.67
|
|
Series 71
|
|
|
1,403.93
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,403.93
|
|
Series 72
|
|
|
6,915.70
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,915.70
|
|
Series 73
|
|
|
1,335.83
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,335.83
|
|
Series 74
|
|
|
83,000.00
|
|
|
|
(83,000.00
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
Series 75
|
|
|
85,100.00
|
|
|
|
(85,100.00
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
Series 76
|
|
|
30,850.00
|
|
|
|
(30,850.00
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
Series 77
|
|
|
|
|
|
|
|
|
|
|
76,950.00
|
|
|
|
|
|
|
|
76,950.00
|
|
Series 78
|
|
|
|
|
|
|
|
|
|
|
62,345.96
|
|
|
|
|
|
|
|
62,345.96
|
|
Series 79
|
|
|
|
|
|
|
|
|
|
|
71,456.60
|
|
|
|
|
|
|
|
71,456.60
|
|
Series 80
|
|
|
|
|
|
|
|
|
|
|
56,950.00
|
|
|
|
|
|
|
|
56,950.00
|
|
Series 81
|
|
|
|
|
|
|
|
|
|
|
201,150.00
|
|
|
|
|
|
|
|
201,150.00
|
|
Series 82
|
|
|
|
|
|
|
|
|
|
|
12,294.48
|
|
|
|
|
|
|
|
12,294.48
|
|
Series 83
|
|
|
|
|
|
|
|
|
|
|
5,460.80
|
|
|
|
|
|
|
|
5,460.80
|
|
Series 84
|
|
|
|
|
|
|
|
|
|
|
34,000.00
|
|
|
|
|
|
|
|
34,000.00
|
|
Series 85
|
|
|
|
|
|
|
|
|
|
|
16,500.00
|
|
|
|
|
|
|
|
16,500.00
|
|
Series 86
|
|
|
|
|
|
|
|
|
|
|
21,942.57
|
|
|
|
|
|
|
|
21,942.57
|
|
Series 87
|
|
|
|
|
|
|
|
|
|
|
33,930.00
|
|
|
|
|
|
|
|
33,930.00
|
|
Series 88
|
|
|
|
|
|
|
|
|
|
|
1,000.00
|
|
|
|
|
|
|
|
1,000.00
|
|
Series 89
|
|
|
|
|
|
|
|
|
|
|
43,250.00
|
|
|
|
|
|
|
|
43,250.00
|
|
Series 90
|
|
|
|
|
|
|
|
|
|
|
11,950.00
|
|
|
|
|
|
|
|
11,950.00
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
4,736,483.29
|
|
|
|
12,733.75
|
|
|
|
649,180.41
|
|
|
|
(549,191.39
|
)
|
|
|
4,849,206.06
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
18
GOLDMAN
SACHS HEDGE FUND PARTNERS, LLC
NOTES TO FINANCIAL STATEMENTS (continued)
(Unaudited)
March 31, 2011
|
|
Note 8
|
Members
equity (continued)
|
The Companys members capital activity for the three
months ended March 31, 2011 is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
Equity
|
|
|
|
|
|
|
|
|
Net
|
|
|
March 31,
|
|
|
NAV
|
|
|
|
2010
|
|
|
conversion
|
|
|
Subscriptions
|
|
|
Redemptions
|
|
|
income/(loss)
|
|
|
2011
|
|
|
per unit
|
|
|
Managing
Member
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
84,590
|
|
|
$
|
84,590
|
|
|
|
|
|
Class A:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series 1
|
|
|
386,220,632
|
|
|
|
|
|
|
|
|
|
|
|
(14,004,149
|
)
|
|
|
3,861,136
|
|
|
|
376,077,619
|
|
|
$
|
152.33
|
|
Series 45
|
|
|
4,471,072
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
44,698
|
|
|
|
4,515,770
|
|
|
|
99.64
|
|
Series 46
|
|
|
9,003,589
|
|
|
|
144,033,620
|
|
|
|
|
|
|
|
(10,754,452
|
)
|
|
|
1,453,449
|
|
|
|
143,736,206
|
|
|
|
101.32
|
|
Series 47
|
|
|
5,407,597
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
54,061
|
|
|
|
5,461,658
|
|
|
|
99.30
|
|
Series 48
|
|
|
10,142,713
|
|
|
|
(10,142,713
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series 49
|
|
|
13,960,216
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
138,574
|
|
|
|
14,098,790
|
|
|
|
100.13
|
|
Series 50
|
|
|
18,928,004
|
|
|
|
|
|
|
|
|
|
|
|
(2,200,000
|
)
|
|
|
189,227
|
|
|
|
16,917,231
|
|
|
|
98.32
|
|
Series 51
|
|
|
9,855,874
|
|
|
|
|
|
|
|
|
|
|
|
(1,720,706
|
)
|
|
|
98,532
|
|
|
|
8,233,700
|
|
|
|
98.27
|
|
Series 52
|
|
|
8,669,138
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
82,627
|
|
|
|
8,751,765
|
|
|
|
100.88
|
|
Series 53
|
|
|
5,610,812
|
|
|
|
(5,610,812
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series 54
|
|
|
62,770,502
|
|
|
|
(62,770,502
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series 66
|
|
|
9,079,321
|
|
|
|
|
|
|
|
|
|
|
|
(442,626
|
)
|
|
|
90,768
|
|
|
|
8,727,463
|
|
|
|
108.85
|
|
Series 67
|
|
|
147,361
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,474
|
|
|
|
148,835
|
|
|
|
108.85
|
|
Series 68
|
|
|
6,151,816
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
61,501
|
|
|
|
6,213,317
|
|
|
|
108.85
|
|
Series 69
|
|
|
2,248,358
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
22,477
|
|
|
|
2,270,835
|
|
|
|
108.85
|
|
Series 70
|
|
|
738,106
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,379
|
|
|
|
745,485
|
|
|
|
108.85
|
|
Series 71
|
|
|
151,306
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,513
|
|
|
|
152,819
|
|
|
|
108.85
|
|
Series 72
|
|
|
745,329
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,451
|
|
|
|
752,780
|
|
|
|
108.85
|
|
Series 73
|
|
|
143,967
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,440
|
|
|
|
145,407
|
|
|
|
108.85
|
|
Series 77
|
|
|
8,047,216
|
|
|
|
(8,047,216
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series 78
|
|
|
6,529,247
|
|
|
|
(6,529,247
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series 79
|
|
|
7,466,991
|
|
|
|
(7,466,991
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series 80
|
|
|
5,883,928
|
|
|
|
(5,883,928
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series 81
|
|
|
20,682,620
|
|
|
|
(20,682,620
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series 82
|
|
|
1,273,182
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,729
|
|
|
|
1,285,911
|
|
|
|
104.59
|
|
Series 83
|
|
|
565,505
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,654
|
|
|
|
571,159
|
|
|
|
104.59
|
|
Series 84
|
|
|
3,566,739
|
|
|
|
(3,566,739
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series 85
|
|
|
1,749,127
|
|
|
|
(1,749,127
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series 86
|
|
|
2,311,363
|
|
|
|
(2,311,363
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series 87
|
|
|
3,557,487
|
|
|
|
(3,557,487
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series 88
|
|
|
103,011
|
|
|
|
(103,011
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series 89
|
|
|
4,394,876
|
|
|
|
(4,394,876
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series 90
|
|
|
1,216,988
|
|
|
|
(1,216,988
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series 91
|
|
|
|
|
|
|
|
|
|
|
3,950,000
|
|
|
|
|
|
|
|
37,515
|
|
|
|
3,987,515
|
|
|
|
100.95
|
|
Series 92
|
|
|
|
|
|
|
|
|
|
|
2,650,000
|
|
|
|
|
|
|
|
20,689
|
|
|
|
2,670,689
|
|
|
|
100.78
|
|
Series 93
|
|
|
|
|
|
|
|
|
|
|
1,825,000
|
|
|
|
|
|
|
|
(3,542
|
)
|
|
|
1,821,458
|
|
|
|
99.81
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subtotal:
|
|
|
621,793,993
|
|
|
|
|
|
|
|
8,425,000
|
|
|
|
(29,121,933
|
)
|
|
|
6,189,352
|
|
|
|
607,286,412
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
621,793,993
|
|
|
$
|
|
|
|
$
|
8,425,000
|
|
|
$
|
(29,121,933
|
)
|
|
$
|
6,273,942
|
|
|
$
|
607,371,002
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
19
GOLDMAN
SACHS HEDGE FUND PARTNERS, LLC
NOTES TO FINANCIAL STATEMENTS (continued)
(Unaudited)
March 31, 2011
|
|
Note 8
|
Members
equity (continued)
|
The Companys members capital activity for the year
ended December 31, 2010 is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
Equity
|
|
|
|
|
|
|
|
|
Net
|
|
|
December 31,
|
|
|
NAV
|
|
|
|
2009
|
|
|
conversion
|
|
|
Subscriptions
|
|
|
Redemptions
|
|
|
income/(loss)
|
|
|
2010
|
|
|
per unit
|
|
|
Managing
Member
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
(283,319
|
)
|
|
$
|
283,319
|
|
|
$
|
|
|
|
|
|
|
Class A:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series 1
|
|
|
415,172,330
|
|
|
|
|
|
|
|
|
|
|
|
(47,275,206
|
)
|
|
|
18,323,508
|
|
|
|
386,220,632
|
|
|
$
|
150.82
|
|
Series 45
|
|
|
4,971,425
|
|
|
|
|
|
|
|
|
|
|
|
(716,408
|
)
|
|
|
216,055
|
|
|
|
4,471,072
|
|
|
|
98.65
|
|
Series 46
|
|
|
11,612,001
|
|
|
|
|
|
|
|
|
|
|
|
(3,068,917
|
)
|
|
|
460,505
|
|
|
|
9,003,589
|
|
|
|
100.36
|
|
Series 47
|
|
|
6,777,089
|
|
|
|
|
|
|
|
|
|
|
|
(1,680,917
|
)
|
|
|
311,425
|
|
|
|
5,407,597
|
|
|
|
98.32
|
|
Series 48
|
|
|
11,601,290
|
|
|
|
|
|
|
|
|
|
|
|
(1,950,610
|
)
|
|
|
492,033
|
|
|
|
10,142,713
|
|
|
|
100.08
|
|
Series 49
|
|
|
13,318,515
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
641,701
|
|
|
|
13,960,216
|
|
|
|
99.15
|
|
Series 50
|
|
|
19,361,580
|
|
|
|
|
|
|
|
|
|
|
|
(1,321,802
|
)
|
|
|
888,226
|
|
|
|
18,928,004
|
|
|
|
97.35
|
|
Series 51
|
|
|
11,423,377
|
|
|
|
|
|
|
|
|
|
|
|
(2,033,895
|
)
|
|
|
466,392
|
|
|
|
9,855,874
|
|
|
|
97.29
|
|
Series 52
|
|
|
9,224,038
|
|
|
|
|
|
|
|
|
|
|
|
(969,605
|
)
|
|
|
414,705
|
|
|
|
8,669,138
|
|
|
|
99.93
|
|
Series 53
|
|
|
7,104,425
|
|
|
|
|
|
|
|
|
|
|
|
(1,805,063
|
)
|
|
|
311,450
|
|
|
|
5,610,812
|
|
|
|
101.18
|
|
Series 54
|
|
|
7,066,804
|
|
|
|
60,385,988
|
|
|
|
|
|
|
|
(7,592,307
|
)
|
|
|
2,910,017
|
|
|
|
62,770,502
|
|
|
|
106.56
|
|
Series 55
|
|
|
2,379,248
|
|
|
|
(2,379,248
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series 56
|
|
|
1,076,095
|
|
|
|
(1,076,095
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series 57
|
|
|
2,715,361
|
|
|
|
(2,715,361
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series 58
|
|
|
5,386,946
|
|
|
|
(5,386,946
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series 59
|
|
|
1,618,719
|
|
|
|
(1,618,719
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series 60
|
|
|
2,979,262
|
|
|
|
(2,979,262
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series 61
|
|
|
1,212,471
|
|
|
|
(1,212,471
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series 62
|
|
|
6,519,496
|
|
|
|
(6,519,496
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series 63
|
|
|
7,009,995
|
|
|
|
(7,009,995
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series 64
|
|
|
3,809,919
|
|
|
|
(3,809,919
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series 65
|
|
|
5,558,740
|
|
|
|
(5,558,740
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series 66
|
|
|
9,827,589
|
|
|
|
|
|
|
|
|
|
|
|
(1,209,389
|
)
|
|
|
461,121
|
|
|
|
9,079,321
|
|
|
|
107.77
|
|
Series 67
|
|
|
140,588
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,773
|
|
|
|
147,361
|
|
|
|
107.77
|
|
Series 68
|
|
|
5,869,039
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
282,777
|
|
|
|
6,151,816
|
|
|
|
107.77
|
|
Series 69
|
|
|
2,145,009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
103,349
|
|
|
|
2,248,358
|
|
|
|
107.77
|
|
Series 70
|
|
|
704,178
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
33,928
|
|
|
|
738,106
|
|
|
|
107.77
|
|
Series 71
|
|
|
144,351
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,955
|
|
|
|
151,306
|
|
|
|
107.77
|
|
Series 72
|
|
|
711,069
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
34,260
|
|
|
|
745,329
|
|
|
|
107.77
|
|
Series 73
|
|
|
137,350
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,617
|
|
|
|
143,967
|
|
|
|
107.77
|
|
Series 74
|
|
|
8,401,415
|
|
|
|
(8,401,415
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series 75
|
|
|
8,628,531
|
|
|
|
(8,628,531
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series 76
|
|
|
3,089,790
|
|
|
|
(3,089,790
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series 77
|
|
|
|
|
|
|
|
|
|
|
7,695,000
|
|
|
|
|
|
|
|
352,216
|
|
|
|
8,047,216
|
|
|
|
104.58
|
|
Series 78
|
|
|
|
|
|
|
|
|
|
|
6,234,596
|
|
|
|
|
|
|
|
294,651
|
|
|
|
6,529,247
|
|
|
|
104.73
|
|
Series 79
|
|
|
|
|
|
|
|
|
|
|
7,145,660
|
|
|
|
|
|
|
|
321,331
|
|
|
|
7,466,991
|
|
|
|
104.50
|
|
Series 80
|
|
|
|
|
|
|
|
|
|
|
5,695,000
|
|
|
|
|
|
|
|
188,928
|
|
|
|
5,883,928
|
|
|
|
103.32
|
|
Series 81
|
|
|
|
|
|
|
|
|
|
|
20,115,000
|
|
|
|
|
|
|
|
567,620
|
|
|
|
20,682,620
|
|
|
|
102.82
|
|
Series 82
|
|
|
|
|
|
|
|
|
|
|
1,229,448
|
|
|
|
|
|
|
|
43,734
|
|
|
|
1,273,182
|
|
|
|
103.56
|
|
Series 83
|
|
|
|
|
|
|
|
|
|
|
546,080
|
|
|
|
|
|
|
|
19,425
|
|
|
|
565,505
|
|
|
|
103.56
|
|
Series 84
|
|
|
|
|
|
|
|
|
|
|
3,400,000
|
|
|
|
|
|
|
|
166,739
|
|
|
|
3,566,739
|
|
|
|
104.90
|
|
Series 85
|
|
|
|
|
|
|
|
|
|
|
1,650,000
|
|
|
|
|
|
|
|
99,127
|
|
|
|
1,749,127
|
|
|
|
106.01
|
|
Series 86
|
|
|
|
|
|
|
|
|
|
|
2,194,257
|
|
|
|
|
|
|
|
117,106
|
|
|
|
2,311,363
|
|
|
|
105.34
|
|
Series 87
|
|
|
|
|
|
|
|
|
|
|
3,393,000
|
|
|
|
|
|
|
|
164,487
|
|
|
|
3,557,487
|
|
|
|
104.85
|
|
Series 88
|
|
|
|
|
|
|
|
|
|
|
100,000
|
|
|
|
|
|
|
|
3,011
|
|
|
|
103,011
|
|
|
|
103.01
|
|
Series 89
|
|
|
|
|
|
|
|
|
|
|
4,325,000
|
|
|
|
|
|
|
|
69,876
|
|
|
|
4,394,876
|
|
|
|
101.62
|
|
Series 90
|
|
|
|
|
|
|
|
|
|
|
1,195,000
|
|
|
|
|
|
|
|
21,988
|
|
|
|
1,216,988
|
|
|
|
101.84
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subtotal:
|
|
|
597,698,035
|
|
|
|
|
|
|
|
64,918,041
|
|
|
|
(69,624,119
|
)
|
|
|
28,802,036
|
|
|
|
621,793,993
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
597,698,035
|
|
|
$
|
|
|
|
$
|
64,918,041
|
|
|
$
|
(69,907,438
|
)
|
|
$
|
29,085,355
|
|
|
$
|
621,793,993
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20
GOLDMAN
SACHS HEDGE FUND PARTNERS, LLC
NOTES TO FINANCIAL STATEMENTS (continued)
(Unaudited)
March 31, 2011
|
|
Note 9
|
Ownership
in Investees
|
During the three months ended March 31, 2011 and the year
ended December 31, 2010, the Companys ownership
percentage of certain Investees exceeded 50%. This ownership
percentage will fluctuate as a result of the Companys
investment strategy and investor subscriptions and redemptions
at the Company and Investee levels. The Company does not
consolidate the results of the Investees in its financial
statements because the Company does not invest in such Investees
for purposes of exercising control; ownership in excess of 50%
may be temporary; and the consolidation of these balances would
not enhance the usefulness or understandability of information
to the members. The Company does not exercise control over
majority owned Investees. The following tables summarize the
Companys ownership in the Investees at March 31, 2011
and December 31, 2010:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2011 (Unaudited)
|
|
|
|
|
|
|
|
|
|
% owned
|
|
|
|
Company
|
|
|
Investee
|
|
|
by the
|
|
|
|
investment
|
|
|
equity(1)
|
|
|
Company(1)
|
|
GELS
|
|
$
|
250,021,506
|
|
|
$
|
522,862,364
|
|
|
|
47.82
|
%
|
GFS
|
|
|
153,111,813
|
|
|
|
383,492,667
|
|
|
|
39.93
|
%
|
GFS Trust
|
|
|
21,613,715
|
|
|
|
66,916,057
|
|
|
|
32.30
|
%
|
GRV
|
|
|
1,563,216
|
|
|
|
5,690,945
|
|
|
|
27.47
|
%
|
GTT
|
|
|
178,994,469
|
|
|
|
423,373,276
|
|
|
|
42.28
|
%
|
HFPO
|
|
|
725,848
|
|
|
|
1,222,473
|
|
|
|
59.38
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
606,030,567
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2010 (Audited)
|
|
|
|
|
|
|
|
|
|
% owned
|
|
|
|
Company
|
|
|
Investee
|
|
|
by the
|
|
|
|
investment
|
|
|
equity(1)
|
|
|
Company(1)
|
|
GELS
|
|
$
|
248,593,542
|
|
|
$
|
511,245,480
|
|
|
|
48.63
|
%
|
GFS
|
|
|
157,347,212
|
|
|
|
381,734,121
|
|
|
|
41.22
|
%
|
GFS Trust
|
|
|
23,188,415
|
|
|
|
82,519,893
|
|
|
|
28.10
|
%
|
GRV
|
|
|
1,649,094
|
|
|
|
6,277,870
|
|
|
|
26.27
|
%
|
GTT
|
|
|
181,173,125
|
|
|
|
397,291,003
|
|
|
|
45.60
|
%
|
HFPO
|
|
|
735,686
|
|
|
|
1,239,043
|
|
|
|
59.38
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
612,687,074
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
|
The Investees equity used in
the calculation of the percentage owned by the Company is based
on the net assets per the Investees Balance Sheet and in
accordance with ASC 480, Distinguishing Liabilities
from Equity.
|
21
GOLDMAN
SACHS HEDGE FUND PARTNERS, LLC
NOTES TO FINANCIAL STATEMENTS (continued)
(Unaudited)
March 31, 2011
|
|
Note 10
|
Indemnifications
|
The Company enters into contracts that contain a variety of
indemnification arrangements. The indemnification arrangements
the Company has entered into with service providers include
provisions for the Company to indemnify and hold harmless such
service providers for certain liabilities. These indemnification
arrangements typically cover liabilities incurred by service
providers in connection with the services provided under the
contractual arrangements with the Company and are generally
entered into as part of a negotiated contractual arrangement
stipulating the furnishing of the delineated services. However,
under the terms of such contractual arrangements, the Company
will not be required to indemnify service providers in certain
situations to the extent that the liabilities incurred by the
service providers were caused by the gross negligence, willful
misconduct, bad faith, reckless disregard of duties, or similar
conduct on the part of the service provider. The Companys
maximum exposure under these arrangements is unknown. It is not
possible to estimate the maximum potential exposure under these
agreements, because the indemnification arrangements relate to
unforeseeable liabilities suffered as a result of the conduct of
the Company or other parties, which is presently unknown or
unforeseeable. However, the Company has not had prior claims or
losses pursuant to these indemnification arrangements and
expects the risk of material loss to be remote.
22
GOLDMAN
SACHS HEDGE FUND PARTNERS, LLC
NOTES TO FINANCIAL STATEMENTS (continued)
(Unaudited)
March 31, 2011
|
|
Note 11
|
Financial
highlights
|
Financial highlights for the Company for the three months ended
March 31, 2011 and 2010 are as follows:
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
|
March 31,
|
|
|
|
2011
|
|
|
2010
|
|
|
|
Class A
|
|
|
Class A
|
|
|
|
Series 1
|
|
|
Series 1
|
|
Per unit operating performance:
|
|
|
|
|
|
|
|
|
Net asset value, beginning of period
|
|
$
|
150.82
|
|
|
$
|
143.89
|
|
Income from operations:
|
|
|
|
|
|
|
|
|
Net realized and unrealized gain/(loss)
|
|
|
2.04
|
|
|
|
2.36
|
|
Net investment
income/(loss)(1)(2)
|
|
|
(0.53
|
)
|
|
|
(0.52
|
)
|
|
|
|
|
|
|
|
|
|
Total income/(loss) from operations
|
|
|
1.51
|
|
|
|
1.84
|
|
|
|
|
|
|
|
|
|
|
Net asset value, end of period
|
|
$
|
152.33
|
|
|
$
|
145.73
|
|
|
|
|
|
|
|
|
|
|
Ratios to average members
equity(3)
|
|
|
|
|
|
|
|
|
Expenses
|
|
|
1.42
|
%
|
|
|
1.46
|
%
|
Incentive allocation
|
|
|
0.00
|
%
|
|
|
0.00
|
%
|
|
|
|
|
|
|
|
|
|
Total expenses and incentive allocation
|
|
|
1.42
|
%
|
|
|
1.46
|
%
|
|
|
|
|
|
|
|
|
|
Net investment
income/(loss)(2)
|
|
|
(1.42
|
)%
|
|
|
(1.46
|
)%
|
|
|
|
|
|
|
|
|
|
Total return (prior to incentive
allocation)(4)
|
|
|
1.00
|
%
|
|
|
1.28
|
%
|
Incentive allocation
|
|
|
0.00
|
%
|
|
|
0.00
|
%
|
|
|
|
|
|
|
|
|
|
Total return
|
|
|
1.00
|
%
|
|
|
1.28
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
|
Net investment income/(loss) is
calculated based on average units outstanding during the period.
|
|
(2)
|
|
Includes incentive allocation, if
applicable.
|
|
(3)
|
|
The ratios of expenses and net
investment income/(loss) to average members equity are
calculated by dividing total expenses and net investment
income/(loss), respectively, by the month-end average
members equity for the period. The ratios to average
members equity calculated above do not include the
Companys proportionate share of the net investment income
and expenses of the Investees. The ratios to average
members equity for each member may vary based on
individualized incentive allocation bases and the timing of
capital transactions.
|
|
(4)
|
|
The components of total return are
calculated by dividing the change in the per unit value of each
component for the period by the NAV per unit at the beginning of
the period. The total return for Class A
Series 1 units is calculated taken as a whole. The
total return for each member may vary based on individualized
incentive allocation bases and the timing of capital
transactions.
|
The per unit operating performance, ratios to average net assets
and total return are calculated and presented for the initial
series.
23
GOLDMAN
SACHS HEDGE FUND PARTNERS, LLC
NOTES TO FINANCIAL STATEMENTS (continued)
(Unaudited)
March 31, 2011
|
|
Note 12
|
Significant
Investees
|
The following is a summary of financial information for
Investees that represented more than 20% of the Companys
total assets
and/or
income as of
and/or for
the three months ended March 31, 2011 (the
Significant Investees):
Balance
Sheet
The balance sheets as of March 31, 2011 and
December 31, 2010, are summarized as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2011 (Unaudited)
|
|
|
|
GELS
|
|
|
GFS
|
|
|
GTT
|
|
Assets
|
Investments in Investees, at fair value
|
|
$
|
518,958,548
|
|
|
$
|
353,534,584
|
|
|
$
|
214,406,295
|
|
Investments in affiliated Investees, at fair value
|
|
|
|
|
|
|
28,275,358
|
|
|
|
205,270,929
|
|
Cash and cash equivalents
|
|
|
20,736,479
|
|
|
|
7,372,964
|
|
|
|
18,858,640
|
|
Other assets
|
|
|
4,596,222
|
|
|
|
4,000,864
|
|
|
|
71,464
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$
|
544,291,249
|
|
|
$
|
393,183,770
|
|
|
$
|
438,607,328
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities and Net Assets
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
Redemptions payable
|
|
$
|
20,464,359
|
|
|
$
|
9,081,382
|
|
|
$
|
14,392,274
|
|
Accrued expenses and other liabilities
|
|
|
964,526
|
|
|
|
609,721
|
|
|
|
841,778
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
21,428,885
|
|
|
|
9,691,103
|
|
|
|
15,234,052
|
|
Net assets
|
|
|
522,862,364
|
|
|
|
383,492,667
|
|
|
|
423,373,276
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and net assets
|
|
$
|
544,291,249
|
|
|
$
|
393,183,770
|
|
|
$
|
438,607,328
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2010 (Audited)
|
|
|
|
GELS
|
|
|
GFS
|
|
|
GTT
|
|
|
Assets
|
Investments in Investees, at fair value
|
|
$
|
502,195,620
|
|
|
$
|
351,240,904
|
|
|
$
|
195,143,057
|
|
Investments in affiliated Investees, at fair value
|
|
|
|
|
|
|
27,393,668
|
|
|
|
195,355,421
|
|
Cash and cash equivalents
|
|
|
36,020,084
|
|
|
|
8,819,210
|
|
|
|
13,003,556
|
|
Other assets
|
|
|
3,495,222
|
|
|
|
6,067,742
|
|
|
|
8,500,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$
|
541,710,926
|
|
|
$
|
393,521,524
|
|
|
$
|
412,002,034
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities and Net Assets
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
Redemptions payable
|
|
$
|
6,558,606
|
|
|
$
|
11,292,278
|
|
|
$
|
11,183,178
|
|
Subscriptions received in advance
|
|
|
20,000,000
|
|
|
|
|
|
|
|
2,990,000
|
|
Loan Payable
|
|
|
3,100,000
|
|
|
|
|
|
|
|
|
|
Accrued expenses and other liabilities
|
|
|
806,840
|
|
|
|
495,125
|
|
|
|
537,853
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
30,465,446
|
|
|
|
11,787,403
|
|
|
|
14,711,031
|
|
Net assets
|
|
|
511,245,480
|
|
|
|
381,734,121
|
|
|
|
397,291,003
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and net assets
|
|
$
|
541,710,926
|
|
|
$
|
393,521,524
|
|
|
$
|
412,002,034
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
24
GOLDMAN
SACHS HEDGE FUND PARTNERS, LLC
NOTES TO FINANCIAL STATEMENTS (continued)
(Unaudited)
March 31, 2011
|
|
Note 12
|
Significant
Investees (continued)
|
Statement
of Operations
For the three months ended March 31, 2011 and
March 31, 2010, the statements of operations are summarized
as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2011
|
|
Income/(Loss)
|
|
GELS
|
|
|
GFS
|
|
|
GTT
|
|
|
Net realized gain/(loss) on Investees
|
|
$
|
2,053,386
|
|
|
$
|
11,842,092
|
|
|
$
|
1,000,736
|
|
Net change in unrealized gain/(loss) on Investees
|
|
|
8,017,755
|
|
|
|
(5,122,192
|
)
|
|
|
3,768,872
|
|
Investment income
|
|
|
2,159
|
|
|
|
1,214
|
|
|
|
2,016
|
|
Expenses
|
|
|
(700,663
|
)
|
|
|
(683,069
|
)
|
|
|
(979,352
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income/(loss) from operations
|
|
$
|
9,372,637
|
|
|
$
|
6,038,045
|
|
|
$
|
3,792,272
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2010
|
|
Income/(Loss)
|
|
GELS
|
|
|
GFS
|
|
|
GTT
|
|
|
Net realized gain/(loss) on Investees
|
|
$
|
(1,152,751
|
)
|
|
$
|
6,349,933
|
|
|
$
|
175,745
|
|
Net change in unrealized gain/(loss) on Investees
|
|
|
5,743,732
|
|
|
|
9,334,956
|
|
|
|
3,916,891
|
|
Investment income
|
|
|
1,876
|
|
|
|
1,429
|
|
|
|
707
|
|
Expenses
|
|
|
(369,675
|
)
|
|
|
(463,411
|
)
|
|
|
(465,870
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income/(loss) from operations
|
|
$
|
4,223,182
|
|
|
$
|
15,222,907
|
|
|
$
|
3,627,473
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25
GOLDMAN
SACHS HEDGE FUND PARTNERS, LLC
NOTES TO FINANCIAL STATEMENTS (continued)
(Unaudited)
March 31, 2011
|
|
Note 12
|
Significant
Investees (continued)
|
Statement
of Cash Flows
For the three months ended March 31, 2011 and
March 31, 2010, the statements of cash flows are summarized
as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2011
|
|
|
|
GELS
|
|
|
GFS
|
|
|
GTT
|
|
|
Cash flows from operating activities
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income/(loss) from operations
|
|
$
|
9,372,637
|
|
|
$
|
6,038,045
|
|
|
$
|
3,792,272
|
|
Net change in investments in investees
|
|
|
(16,762,928
|
)
|
|
|
(3,175,370
|
)
|
|
|
(29,178,746
|
)
|
Net change in operating assets and liabilities
|
|
|
(20,943,314
|
)
|
|
|
2,181,474
|
|
|
|
5,742,462
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by/(used in) operating activities
|
|
|
(28,333,605
|
)
|
|
|
5,044,149
|
|
|
|
(19,644,012
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
Net subscriptions/(redemptions)
|
|
|
16,150,000
|
|
|
|
(6,490,395
|
)
|
|
|
25,499,096
|
|
Proceeds/(repayments) from loan
|
|
|
(3,100,000
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by/(used in) financing activities
|
|
|
13,050,000
|
|
|
|
(6,490,395
|
)
|
|
|
25,499,096
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net change in cash and cash equivalents
|
|
|
(15,283,605
|
)
|
|
|
(1,446,246
|
)
|
|
|
5,855,084
|
|
Cash and cash equivalents at beginning of period
|
|
|
36,020,084
|
|
|
|
8,819,210
|
|
|
|
13,003,556
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of period
|
|
$
|
20,736,479
|
|
|
$
|
7,372,964
|
|
|
$
|
18,858,640
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2010
|
|
|
|
GELS
|
|
|
GFS
|
|
|
GTT
|
|
Cash flows from operating activities
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income/(loss) from operations
|
|
$
|
4,223,182
|
|
|
$
|
15,222,907
|
|
|
$
|
3,627,473
|
|
Net change in investments in investees
|
|
|
(22,902,698
|
)
|
|
|
(16,414,054
|
)
|
|
|
(35,164,219
|
)
|
Net change in operating assets and liabilities
|
|
|
(17,577,991
|
)
|
|
|
1,567,281
|
|
|
|
853,508
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by/(used in) operating activities
|
|
|
(36,257,507
|
)
|
|
|
376,134
|
|
|
|
(30,683,238
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
Net subscriptions/(redemptions)
|
|
|
13,285,074
|
|
|
|
(7,407,883
|
)
|
|
|
21,740,219
|
|
Proceeds/(repayments) from loan
|
|
|
29,000,000
|
|
|
|
|
|
|
|
2,003,114
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by/(used in) financing activities
|
|
|
42,285,074
|
|
|
|
(7,407,883
|
)
|
|
|
23,743,333
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net change in cash and cash equivalents
|
|
|
6,027,567
|
|
|
|
(7,031,749
|
)
|
|
|
(6,939,905
|
)
|
Cash and cash equivalents at beginning of period
|
|
|
18,030,775
|
|
|
|
25,410,020
|
|
|
|
8,723,057
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of period
|
|
$
|
24,058,342
|
|
|
$
|
18,378,271
|
|
|
$
|
1,783,152
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
26
|
|
Item 2.
|
Managements
Discussion and Analysis of Financial Condition and Results of
Operations
|
Overview
The following discussion should be read in conjunction with the
financial statements of Goldman Sachs Hedge Fund Partners,
LLC (the Company) and the related notes thereto.
The Company is a Delaware limited liability company organized in
March 2002 to operate as an investment fund. It commenced
operations on April 1, 2002. GS HFS, a Delaware limited
liability company, serves as the Companys managing member
(the Managing Member).
As of March 31, 2011, the Company had total assets of
$639,559,106 compared with total assets of $642,636,484 as of
December 31, 2010. Total liabilities of the Company were
$32,188,104 as of March 31, 2011 compared with $20,842,491
as of December 31, 2010. Members equity of the
Company was $607,371,002 as of March 31, 2011 compared with
$621,793,993 as of December 31, 2010.
The Companys investment objective is to target attractive
long-term risk-adjusted returns across a variety of market
environments with volatility and correlation that are lower than
those of the broad equity markets. To achieve this objective,
the Company allocates all or substantially all of its assets
among investment funds managed by the Managing Member (such
funds and any successor funds thereto, individually, an
Investment Fund and collectively the
Investment Funds), each of which (directly or
through other entities) allocates its assets to, or invests in
entities managed by, independent investment managers
(collectively, the Advisors) that employ a broad
range of investment strategies primarily within one or more of
the following hedge fund sectors (each, an Investment
Sector and, collectively, the Investment
Sectors): the tactical trading sector, the equity
long/short sector, the event driven sector and the relative
value sector. Currently, substantially all of the Companys
assets are invested in three Investment Funds, each of which is
managed by the Managing Member. The current Investment Funds are
Goldman Sachs Global Equity Long/Short, LLC (GELS),
which employs investment strategies within the equity long/short
sector; Goldman Sachs Global Fundamental Strategies, LLC
(GFS), which employs investment strategies within
the event driven sector and Goldman Sachs Global Tactical
Trading, LLC (GTT), which employs investment
strategies in the tactical trading sector. The balance of the
Companys assets are invested in Goldman Sachs Global
Fundamental Strategies Asset Trust (GFS Trust),
which is a trust containing certain interests in illiquid assets
transferred by GFS and Goldman Sachs Global Relative Value, LLC
(GRV), which are both in the process of liquidation;
and Goldman Sachs HFP Opportunistic Fund, LLC (HFPO
and together with GFS Trust, GRV and the Investment Funds, the
Investees), which employs investment strategies
within one or more of the Investment Sectors. In addition, the
Company may, directly or indirectly, allocate assets to Advisors
whose principal investment strategies are not within one of the
Investment Sectors referenced herein.
Performance of the Company in any period will be dependent upon
the performance in the relevant period by the Investees and the
weighted average percentage of the Companys assets in each
of the Investees during the period. In addition, performance is
determined by the allocation by the Investment Funds of their
assets with the various Advisors and the performance of each of
those Advisors.
While the Managing Member currently expects to allocate assets
to all the Investment Sectors through allocations to the
Investment Funds, since April 1, 2008, the Managing Member
has had no constraints with respect to the percentage of the
Companys assets to be allocated, directly or indirectly,
to any single Advisor, group of Advisors, Investment Fund, or
Investment Sector, or with respect to the number of Investment
Funds and Advisors to which, directly or indirectly, assets of
the Company are allocated at any time. The percentage of the
Companys assets to be allocated to any single Advisor,
group of Advisors, Investment Fund or Investment Sector, and the
number of Investment Funds and Advisors to which the Company
allocates assets from time to time will be determined by the
Managing Member in its sole discretion, based on factors deemed
relevant by the Managing Member at the time of such allocation,
which may include the amount of the Companys assets under
management, constraints on the capital capacity of the
Investment Funds and Advisors, the availability of attractive
opportunities, and other portfolio construction and portfolio
management considerations.
27
The performance described herein is based in part on estimates
of the recovery value of the Advisors claims against
Lehman Brothers Holdings, Inc. and for certain subsidiaries and
affiliates (Lehman), including cash claims involving
amounts owed to the Advisors by Lehman
and/or
proprietary claims involving the recovery of the Advisors
assets held by Lehman at the time of its insolvency. These
estimates are based on information received from the majority,
but not all of, the Advisors, and the Company has no way of
independently verifying or otherwise confirming the accuracy of
the information provided. As a result, there can be no guarantee
that such estimates are accurate. There is significant
uncertainty with respect to the ultimate outcome of the Lehman
insolvency proceedings, and therefore the amounts ultimately
recovered in respect of the Advisors claims against Lehman
could be materially different than such estimates. Based on the
information received, the gross indirect exposure to Lehman did
not materially affect the Companys Members Equity.
The managing member of GFS created GFS Trust, a Delaware
statutory trust, for the benefit of its investors, including the
Company. On March 31, 2009, GFS transferred to GFS Trust
its interest in certain illiquid investments, including illiquid
investments made by Advisor Funds, as well as liquidating
vehicles that Advisors formed as liquidity decreased for
previously liquid investments, such as certain credit
instruments. See Liquidity and Capital
Resources for a further discussion of GFS Trust.
GRV ceased trading activities effective July 1, 2009 and
will dissolve at the time all assets are liquidated, liabilities
are satisfied and liquidation proceeds are distributed through
payment of a liquidating distribution. Investors in GRV
(including the Company) will receive proceeds from the
liquidation over time as GRV receives redemption proceeds from
Advisors. See Liquidity and Capital
Resources and ITEM 3. QUANTITATIVE AND
QUALITATIVE DISCLOSURES ABOUT MARKET RISK Risk
Management.
The Companys results depend on the Managing Member,
including in its capacity as managing member of each of the
Investment Funds, and the ability of the Managing Member to
recognize and capitalize on trends and other profit and
investment opportunities within the Investment Sectors. Unlike
many operating businesses, general economic or seasonal
conditions may not have any direct effect on the profit
potential of the Company due to the uncertain nature of the
Companys investments and since the Companys
investments in the Investment Funds are managed to seek to
eliminate or reduce the impact of general economic or seasonal
conditions. In addition, the Companys past performance is
not necessarily indicative of future results. Each Investment
Fund allocates assets to Advisors that invest in various markets
at different times and prior activity in a particular market
does not mean that such market will be invested in by the
Advisors or will be profitable in the future.
Results
of Operations for the Three Months Ended March 31, 2011 and
March 31, 2010
The following presents a summary of the operations for the three
months ended March 31, 2011 and March 31, 2010 and a
general discussion of each material Investees performance
during those periods. The Investees dealing net asset
value (NAV) and reported performance are prepared
using the latest information available from the Advisor Funds at
the time of such valuation in accordance with their Limited
Liability Company Agreement. The Investees investments in
the Advisor Funds are determined utilizing NAVs supplied by, or
on behalf of, the Advisors of each Advisor Fund. Furthermore,
NAVs received from the administrator of the Advisor Funds may be
estimates and such values will be used to calculate the NAV of
the Investees for purposes of determining amounts payable on
redemptions and reported performance of the Investees. Such
estimates provided by the administrators of the Advisor Funds
may be subject to subsequent revisions which may not be
reflected in the Investees final month-end dealing NAV.
The annual audited financial statements may reflect adjustments
for such subsequent revisions which may result in a variance
between the Investees total return reported in their
audited financial statements and the reported performance based
on the month-end dealing NAV.
Performance
for the Three Months Ended March 31, 2011
The Companys net realized and unrealized gain/(loss) for
the three months ended March 31, 2011 was $8,486,656
compared to the Companys net realized and unrealized
gain/(loss) for the three months ended March 31, 2010 of
$10,147,025.
28
Overview
The Company is designed to be broadly exposed to hedge fund
strategies by allocating its assets to the Investment Funds in
the Investment Sectors. As further described under ITEM 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK Risk Management, quantitative
analysis is combined with judgment to determine weightings,
strategic return, risk and correlation estimates to inform the
quantitative analysis. Judgment is applied to both estimates and
weights in an attempt to achieve exposure to hedge funds while
targeting attractive risk adjusted returns. The first two months
of 2011 saw a continuation of the rally in risk assets that
began in September of 2010, as the positive effects of strong
earnings and constructive macro data outweighed the negative
impact of investor fears of instability in the Middle East.
However, increasing geopolitical unrest in the Middle East and
North Africa and an earthquake off the East coast of Japan led
to a sharp correction in global equities in the middle of March.
Despite this, risk sentiment proved resilient and many investors
bought the dip, leading equity markets to finish
largely flat for the month of March and positive for the first
quarter of 2011. World equities (proxied by the MSCI AC World TR
Index) returned 4.4% for the first quarter of 2011, with some
difference in results across geographies. Developed market
equities generated positive performance with the notable
exception of Japan, with European equities returning 6.5%
(proxied by the MSCI Europe TR Index) and U.S. equities
returning 5.9% (proxied by the S&P 500 TR Index); Japanese
equities returned -2.3% (proxied by the TOPIX TR Index).
Emerging market equities underperformed developed market
equities given investor concern over growing inflationary
pressures, returning 2.1% (proxied by the MSCI Emerging Markets
TR Index). Credit markets tracked broader risk sentiment and
continued the strong performance generated in the second half of
2010 with high yield bonds (proxied by the Credit Suisse High
Yield Index) and leveraged loans (proxied by the S&P
Leveraged Loan 100 Index) returning 3.8% and 2.5% in the first
quarter of 2011, respectively. Commodity prices continued to
rise, leading the S&P GSCI TR index to post its seventh
consecutive positive month in March and return 11.6% for the
quarter. Commodities saw significant price performance from
silver and crude oil (proxied by generic front month futures
contracts), which appreciated 22.6% and 16.8%, respectively.
Although risk assets provided the majority of trading
opportunities, there were some observable moves in interest
rates and foreign exchange markets. Although
U.S. short-dated interest rates (proxied by the
U.S. 3-month
Treasury rate) were relatively unchanged during the first
quarter of 2011 as the Federal Reserve remained on hold, yields
rose at the long end of the curve (proxied by the
10-year
Treasury rate) amid growing concerns related to inflation. In
Europe, interest rates (proxied by the Euro Generic Government
Bond 10-year
Index) rose as the market anticipated rate hikes from the
European Central Bank. In foreign exchange markets, the
US Dollar declined 4.0% (proxied by the Dollar Index).
The Company cannot predict which Investment Sector and
accordingly which Investee will perform best in the future. The
table below illustrates the portfolio weighting of each material
Investee as of March 31, 2011, as well as each material
Investees net return for the three months ended
March 31, 2011.
|
|
|
|
|
|
|
|
|
|
|
Portfolio Weight
|
|
|
Three Months Ended
|
|
|
|
as a % of
|
|
|
March 31, 2011
|
|
Investee
|
|
Members
Equity(1)
|
|
|
Net
Return(2)
|
|
|
GELS
|
|
|
41.16
|
%
|
|
|
1.80
|
%
|
GFS
|
|
|
25.21
|
%
|
|
|
1.66
|
%
|
GTT
|
|
|
29.47
|
%
|
|
|
1.04
|
%
|
|
|
|
(1)
|
|
Members equity, used in the
calculation of the fair value of the Investees as a percentage
of members equity, is based on the members equity
per the Balance Sheet and in accordance with ASC 480,
Distinguishing Liabilities from Equity.
|
|
(2)
|
|
These returns are based on the
performance of Class C Series 1 units for GELS,
GFS and GTT. The returns include administration fees. No
management fee or incentive allocation was charged by the
managing member of the Investment Funds with respect to the
Companys investment in any of the Investment Funds. Past
performance is not indicative of future results, which may vary.
|
For the three months ended March 31, 2011, the
Companys Class A Series 1 units returned
1.00% net of fees and incentive allocation.
29
The
Investees
Each of the material Investees performance during the
three months ended March 31, 2011 is described in the
following.
Goldman
Sachs Global Equity Long/Short, LLC
As of March 31, 2011, GELS represented approximately 41% of
the Companys members equity. GELS returned 1.80% for
Class C Series 1 units for the three months ended
March 31, 2011.
GELS Advisors generated positive performance during the first
quarter of 2011, with positive performance in January and
February and mixed performance from underlying GELS Advisors in
March.
GELS Advisors entered 2011 with increased net exposure and
higher portfolio concentrations compared to their average
positioning throughout most of 2010. While some GELS Advisors
decreased exposure periodically during the quarter in response
to increased volatility and heightened geopolitical uncertainty,
most GELS Advisors remained generally positive on their
portfolios, with a focus on attractive long positions. In
January, GELS Advisors who had significant exposure to European,
Asian, and emerging markets lagged those GELS Advisors with
predominantly U.S. focused strategies. GELS Advisors
realized gains from long positions in the energy, industrials,
and technology sectors, and from strong stock selection during
earnings season which saw an above average number of companies
beating consensus estimates. The largest detractors in January
came from long positions in the consumer staples and
discretionary sectors, long exposure to Asia and emerging
markets in general, and short positions in European financials.
In February, GELS Advisors extended January gains supported by
strong developed market equity performance. U.S. and
European focused GELS Advisors realized the strongest returns in
February, while underperforming GELS Advisors generally had
exposure to Asia and emerging markets, as concerns about
inflation tempered the returns of emerging market equities.
Positive contributors included long positions in the energy,
consumer discretionary, and technology sectors. Underperforming
GELS Advisors experienced detraction from long exposure to
emerging markets, and from portfolio hedges and short exposures
across sectors. In March, GELS Advisors realized a mix of
positive and negative performance as U.S. and emerging
market focused GELS Advisors generated positive returns, while
GELS Advisors with exposure to Europe and Asia underperformed.
Top performing GELS Advisors realized gains from long exposure
to cyclically-oriented sectors such as energy, industrials and
materials. Detractors on the long exposure side came from the
financials, consumer discretionary and technology sectors, often
the result of idiosyncratic stock events. Short exposures
broadly detracted, with losses coming from nearly all sectors
except for small contributions from media & telecom.
Overall, globally focused GELS Advisors had little exposure to
Japan resulting in limited losses from direct exposure to the
country.
Goldman
Sachs Global Fundamental Strategies, LLC
As of March 31, 2011, GFS represented approximately 25% of
the Companys members equity. GFS returned 1.66% for
Class C Series 1 units for the three months ended
March 31, 2011.
GFS Advisors generally produced positive returns during the
first quarter of 2011. The quarter began as a continuation of
2010, with the market environment generally supportive of long
positions across the capital structure; GFS Advisors benefited
from this positive backdrop in both equity and credit markets.
GFS Advisors collectively realized positive performance in
January and February, while March saw high dispersion in
performance of underlying Advisors given heightened volatility.
Credit focused GFS Advisors benefited from the constructive
environment for high yield and leveraged loan assets, which both
finished the quarter in positive territory. Additionally,
distressed credit positions performed well, driven by positive
idiosyncratic developments and tight supply-demand dynamics with
few new opportunities adding to supply. For multi-strategy GFS
Advisors, special situation equities continued to generate
returns due to a combination of idiosyncratic developments and
the supportive market backdrop. Merger arbitrage positions also
contributed to performance with increased activity throughout
the quarter. In contrast, hedges were the most notable
detractors over the quarter, although managers with more
balanced positioning generally avoided significant losses in the
middle of March, when volatility spiked with the events in Japan
and the Middle East and several long investments experienced
sharp declines.
30
Goldman
Sachs Global Tactical Trading, LLC
As of March 31, 2011, GTT represented approximately 29% of
the Companys members equity. GTT returned 1.04% for
Class C Series 1 units for the three months ended
March 31, 2011.
Tactical trading strategies experienced positive performance in
the first quarter as macro GTT Advisors contributed positively
to gains while managed futures GTT Advisors detracted from
performance. Performance was mixed in January for tactical
trading strategies as managed futures GTT Advisors suffered from
the reversal of several strong market trends, particularly in
foreign exchange markets, while macro GTT Advisors were able to
generate positive performance primarily from gains in energy and
agricultural commodity markets. Markets were volatile in
February as broad risk asset price increases over the first
several weeks of the month reversed into month-end as political
instability in the Middle East led to heightened investor risk
aversion. Tactical trading strategies profited over the first
part of the month from broadly pro-cyclical positioning across
asset classes before giving back some of the gains on the
reversal with the exception of continued profits in long energy
positions. March also experienced high levels of intra-month
volatility as continued tensions in the Middle East and the
after effects of the earthquake in Japan further increased
investor risk aversion and led to losses across GTT Advisors
over the first half of the month. Although macro GTT Advisors
were able to recover some of the losses into the end of March as
investor risk appetite returned and markets normalized, managed
futures GTT Advisors had broadly reduced risk in response to
higher volatility which limited participation in the recovery
and resulted in overall losses on the month. GTT Advisors were
generally long equities and commodities, notably precious
metals, energy and agricultural commodities, throughout the
quarter. The long equities and commodity positions contributed
positively in January and February, but were the largest
detractors in March. Fixed income positioning was mixed across
GTT Advisors, which resulted in mixed performance during the
first quarter. Performance within currencies was also mixed over
the quarter, as broadly short U.S. dollar positions
contributed to gains overall, but positioning in the Japanese
Yen generally detracted from performance, particularly for
managed futures GTT Advisors in March.
Performance
for the Three Months Ended March 31, 2010
The Companys net realized and unrealized gain/(loss) for
the three months ended March 31, 2010 was $10,147,025
compared to the Companys net realized and unrealized
gain/(loss) for the three months ended March 31, 2009 of
$6,140,299.
Overview
The first quarter of 2010 generally saw a continuation of the
upward trend in equities which typified the final three quarters
of 2009. This came despite a bout of uncertainty during January
and early February, sparked by a number of factors including
concerns relating to monetary tightening (particularly in
China), fears relating to possible sovereign debt defaults, and
uncertainty regarding financial reform. In the United States,
the S&P 500 Index finished with a gain of 4.9% (5.4% with
dividends) despite a pullback of 8.2% between January 19 and
February 8. Japanese equities outperformed during the
quarter with the Topix rising 7.9%, while European markets
experienced more muted gains as the MSCI Europe (local currency)
rose 3.6%. Credit markets continued their consistent rebound
from early 2009 lows, as inflows into the space supported
further improvement. The S&P Leveraged Loan 100 Index rose
4.2% during the quarter while the Credit Suisse High Yield Index
gained 4.5% in March, with March being the 13th consecutive
month of positive performance for both indices. Rates markets
traded actively during the first quarter, but without any
sustained directional changes. In FX markets, core
currencies such as the Euro and British Pound were notable
underperformers (down 5.7% and 6.1% respectively against the
US Dollar), while periphery emerging and
developed currencies tended to be firmer, such as the Canadian
Dollar which strengthened 3.6% against the US Dollar. In
this environment, Advisors performed well in the aggregate,
protecting capital through the sell off in the first part of the
quarter before capturing some of the upside from more positive
trends in late February and March.
31
The Company cannot predict which Investment Sector and
accordingly which Investee will perform best in the future. The
table below illustrates the portfolio weighting of each material
Investee as of March 31, 2010, as well as each material
Investees net return for the three months ended
March 31, 2010.
|
|
|
|
|
|
|
|
|
|
|
Portfolio Weight
|
|
|
Three Months Ended
|
|
|
|
as a % of
|
|
|
March 31, 2010
|
|
Investee
|
|
Members
Equity(1)
|
|
|
Net
Return(2)
|
|
|
GELS
|
|
|
39.96
|
%
|
|
|
0.88
|
%
|
GFS
|
|
|
22.57
|
%
|
|
|
4.53
|
%
|
GFS Trust
|
|
|
5.31
|
%
|
|
|
0.83
|
%
|
GTT
|
|
|
26.79
|
%
|
|
|
1.14
|
%
|
|
|
|
(1)
|
|
Members equity, used in the
calculation of the fair value of the Investees as a percentage
of members equity, is based on the members equity
per the Balance Sheet and in accordance with ASC 480,
Distinguishing Liabilities from Equity.
|
|
(2)
|
|
These returns are based on the
performance of Class C Series 1 units for GELS,
GFS and GTT and GFS Trust interests for GFS Trust. The returns
include administration fees. No management fee or incentive
allocation was charged by the managing member of the Investment
Funds with respect to the Companys investment in any of
the Investment Funds. Past performance is not indicative of
future results, which may vary.
|
For the three months ended March 31, 2010, the
Companys Class A Series 1 units returned
1.28% net of fees and incentive allocation.
The
Investees
Each material Investees performance during the three
months ended March 31, 2010 is described in the following.
Goldman
Sachs Global Equity Long/Short, LLC
As of March 31, 2010, GELS represented approximately 40% of
the Companys members equity. GELS returned 0.88% for
Class C Series 1 units for the three months ended
March 31, 2010.
GELS Advisors generated positive performance in the first
quarter, benefitting from the strong performance in global
equity markets during February and March. As was the case for
much of 2009, performance continued to be largely dictated by
the GELS Advisors levels of market exposure. In January,
when equity markets declined globally, GELS Advisors with higher
levels of net and long exposure concentrated in emerging
markets, technology, media/telecom, and select financials and
resources/energy positions experienced some of the largest
declines. A minority of GELS Advisors experienced gains in
January due to strong performance in the healthcare sector,
specifically managed care companies, and the strong performance
of their hedges and short positions. During February and March,
GELS Advisors with higher gross and net exposure generally
performed strongly. In February, North American markets led
performance and top performing GELS Advisors benefited from
relatively net long positioning and exposure to the consumer,
technology, and media sectors, while many of the top performing
GELS Advisors were also able to limit losses from short
positions and hedges, which led to attractive long/short
performance spreads during the month. Bottom performing GELS
Advisors in February generally underperformed on the short side,
where losses from short positions in consumer, financials,
commodities/resources, small cap, and hedges offset long
position gains. In March, GELS Advisors realized long position
gains across a broad range of sectors including financials,
consumer discretionary, industrials/materials, energy,
technology, and healthcare. However, March differed from
February in that it was challenging for a number of GELS
Advisors as their short positions rose more than their long
positions and often led to a negative performance spread. Bottom
performing GELS Advisors had more neutrally positioned
portfolios and experienced the largest losses from short
positions and hedges in the more cyclical and levered sectors
such as financials, industrials/materials, and consumer
discretionary.
32
For the quarter, catalyst/activist focused GELS Advisors
generated strong returns as markets continued to perform
strongly. After modest losses in January, when broad based
losses in equities offset gains in credit, the catalyst/activist
focused GELS Advisors rebounded with positive performance in
February and March. Key drivers of returns included long equity
positions in the business services, internet, for-profit
education, healthcare, and real estate sectors. Equity short
positions and CDS positions held by catalyst/activist focused
GELS Advisors detracted during the quarter.
Goldman
Sachs Global Fundamental Strategies, LLC
As of March 31, 2010, GFS represented approximately 23% of
the Companys members equity. GFS returned 4.53% for
Class C Series 1 units for the three months ended
March 31, 2010.
GFS Advisors largely continued to produce positive returns over
the course of the first quarter, despite some volatility driven
by the push for financial reform in Washington and the
deteriorating economic conditions in Europe, particularly
relating to Greece. High-yield bonds and loans concluded the
quarter with strong performance, both up 4.7%, supported by a
slowly improving economy, mild inflation expectations and
continued strong demand for credit. GFS Advisors benefitted from
strength in the broader markets, but also generated returns
driven by developments in specific situations. Most notably, the
post reorganized equity in a large auto-parts producer continued
to drive gains for many dedicated credit GFS Advisors during the
quarter following the companys well-received investor
conference in January, when management reported improving
company fundamentals.
For multi-strategy GFS Advisors, while credit continued to be a
source of positive attribution, many also reported positive
performance as activities in merger arbitrage and special
situations equity investing proved accretive to returns. In
merger arbitrage, the closing of a large US railroad operator
merger transaction contributed to returns in the beginning of
the quarter. Other merger arbitrage situations were less
profitable. An investment in a fertilizer manufacturer and
distributor that was the subject of a potential acquisition
generated losses when the bid to acquire the company was dropped
upon the target companys self-directed acquisition of a
rival fertilizer maker. Throughout the quarter, while portfolio
hedges minimized return volatility relative to the broader
credit and equity markets, they generally detracted from
performance as markets moved higher.
Goldman
Sachs Global Fundamental Strategies Asset Trust
As of March 31, 2010, GFS Trust represented approximately
5% of the Companys members equity. GFS Trust
returned 0.83% for GFS Trust interests for the three months
ended March 31, 2010.
On March 31, 2009, GFS transferred to GFS Trust its
interest in certain illiquid investments, including illiquid
investments made by Advisor Funds, as well as liquidating
vehicles that the Advisors formed as liquidity decreased for
previously liquid investments, such as certain credit
instruments. GFS transferred to GFS Trust the economic risks and
benefits of its interests in the assets. In connection with such
transfer, each investor in GFS, including the Company, was
issued its pro-rata share of GFS Trust interests based on its
ownership in GFS as of the transfer date. Distributions from GFS
Trust in respect of GFS Trust interests will be made to holders
of GFS Trust interests, including the Company, as amounts in
respect of the assets transferred to GFS Trust are received from
the advisors. However, the actual timing of these distributions
will be dependent on the Advisors ability to liquidate
positions as market conditions allow, and it could be a
significant period of time before such positions are realized or
disposed of. See ITEM 7. MANAGEMENTS DISCUSSION
AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS Liquidity and Capital Resources.
Goldman
Sachs Global Tactical Trading, LLC
As of March 31, 2010, GTT represented approximately 27% of
the Companys members equity. GTT returned 1.14% for
Class C Series 1 units for the three months ended
March 31, 2010.
33
Tactical trading strategies experienced positive performance in
the first quarter as both macro GTT Advisors and managed futures
GTT Advisors were profitable. In the aggregate, macro GTT
Advisors outperformed managed futures GTT Advisors as sharp
intra-month reversals in January created a difficult trading
environment for trend followers. Managed futures GTT Advisors
rebounded from losses in January to generate profits in both
February and March, ending the quarter in positive territory.
Fixed income positioning was more mixed than it had been in
2009, but trading in the asset class resulted in gains in the
first quarter across macro and commodity trading advisors
(CTA) strategies as interest rates generally fell
and yield curves steepened. Currency trading was also
profitable, as a short position in the Euro was a prominent
position across GTT Advisors that resulted in profits as the
Euro fell more than 5% against the U.S. Dollar during the
quarter. Equity positioning continues to be relatively light in
macro strategies, but both CTA and macro GTT Advisors captured
the upward trends in markets. Commodities trading was mixed but
overall a detractor in the first quarter. CTAs lost money in
commodities choppier markets in January and February, but
were profitable in the aggregate in March as some CTAs were able
to capture the strong downward trend in natural gas. Macro GTT
Advisors had limited risk in commodities but some Macro GTT
Advisors were hurt trading in gold, which moved sideways after
2009s
run-up.
Comparison of Selected Financial Information for the Three
Months ended March 31, 2011 and March 31, 2010
Dividend
Income
Dividend income for the three months ended March 31, 2011
was $4,183 compared to dividend income for the three months
ended March 31, 2010 of $2,407. The Companys dividend
income fluctuates with the level of cash available to invest.
Expenses
The management fee for the three months ended March 31,
2011 was $1,980,445 compared to the management fee for the three
months ended March 31, 2010 of $1,922,133. Because the
management fee is calculated as a percentage of the
Companys net assets as of each month end (equal to
one-twelfth of 1.25% of the net assets of the Company of the
applicable month), the changes in the expense were due to
fluctuations in the Companys net assets for the period
ended March 31, 2011 compared to the same period in 2010.
Effective November 1, 2010, the Companys credit
facility matured and was not renewed. The Company had no
interest expenses for the three months ended March 31,
2011. Interest expense for the three months ended March 31,
2010 was $23,004.
Professional fees for the three months ended March 31, 2011
were $147,537 compared to professional fees for the three months
ended March 31, 2010 of $233,163. The decrease in
professional fees for the period ended March 31, 2011 was
primarily due to reduced costs related to the ongoing operations
as a publicly registered company.
Effective August 1, 2010, the Company incurs a monthly
administration fee payable to SEI equal to one twelfth of 0.02%
of the net assets of the Company as of each month end. The
administration fee for the three months ended March 31,
2011 was $38,563.
Miscellaneous expenses for the three months ended March 31,
2011 were $50,352 compared to miscellaneous expenses for the
three months ended March 31, 2010 of $39,025.
Incentive
Allocation
Incentive allocation for the three months ended March 31,
2011 was $84,590 compared to incentive allocation for the three
months ended March 31, 2010 of $56,897. The increase in
incentive allocation for the three months ended March 31,
2011 from the three months ended March 31, 2010 was due to
an increase in net income from operations for the period for
certain series of Class A shares that were above their high
watermark.
Other than the management fee, interest expense, professional
fees, administration fee, miscellaneous expenses and incentive
allocation, there are no other fees directly borne by the
Company.
34
Liquidity
and Capital Resources
The Companys liquidity requirements consist of cash needed
to fund investments in the Investment Funds in accordance with
the Companys investment strategy, to fund quarterly
redemptions and to pay costs and expenses. The Company
periodically re-allocates its investments in the Investment
Funds based on the performance of the Investment Funds and other
factors. Redemptions are permitted on a quarterly basis and
written notices of redemption must be delivered to the Company
at least 91 days prior to the applicable valuation date,
which is the day immediately preceding the applicable redemption
date. Accordingly, the Company cannot predict the level of
redemptions in the Company for any quarterly period until
91 days prior to the redemption date. The Company endeavors
to pay redemption proceeds within 45 days following the
redemption date, without interest. If the Company faces a
liquidity problem, the redemptions may be limited or postponed
under certain limited circumstances. The Managing Members
ability to limit or postpone redemptions in the Company enables
the Company to control and to some extent avoid a liquidity
problem. However, substantial redemptions of units in the
Company could require the Company to liquidate certain of its
investments in the Investment Funds in order to raise cash to
fund the redemptions, which could have a material adverse effect
on the NAV of the units and the performance of the Company.
The Company can fund its liquidity requirements by liquidation
(through redemptions, or as otherwise permitted in the limited
liability company agreements of the Investment Funds) of its
investments in the Investment Funds and from new investments
from existing and new investors. Neither GFS Trust nor GRV
provide investors with a voluntary redemption right. Redemptions
can be made quarterly, subject to certain limitations. During
certain historic periods, the Company only took in investments
from existing investors and limited subscriptions from new
qualified investors; however, the Company has been accepting
additional amounts of new subscriptions throughout the first
quarter of 2011. The Company may close again at any time without
notice at the sole discretion of the Managing Member. The
acceptance of future subscriptions in the Company and the
continued growth of the Company will be determined by the
Managing Member in its sole discretion. Although the Managing
Member has been receiving new subscriptions, any liquidity
requirements in the near term may need to be funded through the
redemption of existing investments in the Investment Funds to
the extent new investments are not received in sufficient
amounts to cover redemptions. If the Company seeks to redeem all
or a portion of its investment positions in any of the
Investment Funds, the Investment Fund, to the extent it does not
have cash on hand to fund such redemption, will need to
liquidate some of its investments. Substantial redemptions of
membership units in an Investment Fund, including by the
Company, could require the Investment Fund to liquidate certain
of its investments more rapidly than otherwise desirable in
order to raise cash to fund the redemptions and achieve a market
position appropriately reflecting a smaller asset base. This
could have a material adverse effect on the value of the
membership units redeemed and the membership units that remain
outstanding and on the performance of the Investment Fund. Under
certain exceptional circumstances, such as force majeure, the
managing member of an Investment Fund (currently, the Managing
Member) may find it necessary (a) to postpone redemptions
if it determines that the liquidation of investments in the
Investment Fund to fund redemptions would adversely affect the
NAV per membership unit of the Investment Fund or (b) to
set up a reserve for undetermined or contingent liabilities and
withhold a certain portion of redemption proceeds. In such
circumstances, the Investment Fund would likely postpone any
redemptions.
Certain investment positions in which the Investment Funds have
a direct or indirect interest are illiquid. The Advisors may
invest in restricted or non-publicly traded securities,
securities on foreign exchanges and futures. These positions may
be illiquid because certain exchanges limit fluctuations in
certain securities and futures contract prices during a single
day by regulations referred to as daily price fluctuation
limits or daily limits. Under such daily
limits, during a single trading day no trades may be executed at
prices beyond the daily limits. Once the price of a particular
security or futures contract has increased or decreased by an
amount equal to the daily limit, positions in that security or
contract can neither be taken nor liquidated unless traders are
willing to effect trades at or within the limit.
35
In addition, certain of the investments held by the Investment
Funds are subject to various
lock-up
provisions. Additionally, the Advisors of the investments held
by the Investment Funds may, at their discretion, transfer a
portion of the Investment Funds investment into share
classes where liquidity terms are directed by the Advisor in
accordance with the respective investments private
placement memorandum, commonly referred to as side pocket share
classes (side pockets). These side pockets may have
restricted liquidity and prohibit the Investment Funds from
fully liquidating their investments without delay. The managing
member of each Investment Fund attempts to determine each
Advisors strategy on side pockets through its due
diligence process prior to making an allocation to the
investment managed by the Advisor. However, no assurance can be
given on whether or not the Advisor will implement side pockets
during the investment period. The Advisors of the investments
held by the Investment Funds may also, at their discretion,
suspend redemptions or implement other restrictions on liquidity
which could impact the Investment Funds ability to meet
redemptions submitted by the Company. As of March 31, 2011,
approximately 2% of the Companys investments in the
Investees were considered illiquid due to restrictions
implemented by the Advisors of the investments held by
Investees, excluding contractual restrictions imposed by the
Advisors at the time of purchase, such as
lock-ups. In
addition, as of March 31, 2011, approximately 4% of the
Companys members equity was considered illiquid due
to restrictions implemented by the Investees including the lack
of a voluntary redemption right from GFS Trust and GRV.
GS HFS, the managing member of GFS, created GFS Trust for
the benefit of its investors, including the Company. Goldman
Sachs Trust Company, a Delaware Corporation, is the trustee
of GFS Trust (the Trustee). The Trustee appointed GS
HFS as the Special Assets Direction Advisor,
responsible for, among other things, disposition of GFS Trust
assets. On March 31, 2009, GFS transferred to GFS Trust its
interest in certain illiquid investments, including illiquid
investments made by Advisor Funds, as well as liquidating
vehicles that the Advisors formed as liquidity decreased for
previously liquid investments, such as certain credit
instruments. GFS transferred to GFS Trust the economic risks and
benefits of its interests in the assets. In connection with such
transfer, each investor in GFS, including the Company, was
issued its pro-rata share of GFS Trust interests based on its
ownership in GFS as of the transfer date. Distributions from GFS
Trust in respect of GFS Trust interests will be made to holders
of GFS Trust interests, including the Company, as amounts in
respect of the assets transferred to GFS Trust are received from
the Advisors. However, the actual timing of these distributions
will be dependent on the Advisors ability to liquidate
positions as market conditions allow, and it could be a
significant period of time before such positions are realized or
disposed of.
The Company received subscriptions from new and existing
investors of $8,425,000 during the three months ended
March 31, 2011 and of $21,075,256 during the three months
ended March 31, 2010.
Demand from new and existing investors varies from period to
period based upon market conditions, the Companys returns
and other alternative investments available to investors. The
Company believes that in more recent periods investors
interest has decreased from earlier periods as investors have
sought to reduce overall portfolio exposure.
The Company paid out redemptions in the amount of $18,611,795
during the three months ended March 31, 2011 and
$22,273,475 during the three months ended March 31, 2010.
The Company had Redemptions payable in the amount of $29,405,252
at March 31, 2011 and $18,895,114 at December 31,
2010. The Company funded the redemptions made in January, April,
July and October 2010 and in January 2011 by making redemptions
from the Investment Funds in proportion to the then current
weightings and through the use of uninvested cash on hand. The
Managing Member expects the Company to fund future redemptions
in a similar manner and does not believe that the Redemptions
payable in April 2011 had a material adverse effect on the value
of the units or the performance of the Company.
Demand for redemptions varies from period to period based upon
market conditions, the Companys returns and other
alternative investments available to investors.
The Company and each Investment Fund may, but are not required
to, borrow from (including through direct borrowings, borrowings
through derivative instruments, or otherwise) The Goldman Sachs
Group, Inc. or its affiliates, including Goldman,
Sachs & Co. (collectively referred to herein, together
with their affiliates, directors, partners, trustees, managers,
members, officers and employees, as the GS Group),
or other parties, when deemed appropriate by its managing
member, including to make investments and distributions in
respect of redemptions of membership units, to pay expenses or
for other purposes.
36
As of March 31, 2011, the Company had cash and cash
equivalents on hand of $33,528,539. As of December 31,
2010, the Company had cash and cash equivalents on hand of
$29,949,410.
Investments as of March 31, 2011 were $606,030,567 as
compared to $612,687,074 as of December 31, 2010. The
decrease was primarily due to net redemptions made by the
Company from the Investment Funds partially offset by net
realized and unrealized gains during the three months ended
March 31, 2011.
Management fee payable represents the management fees due to the
Managing Member. Management fee payable as of March 31,
2011 was $1,980,445 as compared to $1,322,217 as of
December 31, 2010. Because the management fee is calculated
as a percentage of the Companys net assets as of each
month end, the liability related to management fees will
fluctuate based on the fluctuation of the month-end NAV of the
Company. The increase in Management fee payable is due to the
amount and timing of the payment of the monthly management fee
to the Managing Member and fluctuations in the NAV.
The Company generally expects that its cash flows from
liquidating its investment positions in the Investment Funds to
the extent necessary, and from new subscriptions into the
Company are adequate to fund its operations and liquidity
requirements.
The value of the Companys directly held cash and financial
instruments is not expected to be materially affected by
inflation. At the Investee level, given that GFSs Advisors
seek to profit from price movements and can take both positive
and negative views on the drivers of such movements, their
outlooks may include a view on the direction of inflation, with
the outcome of their trades derived, at least in part, from the
accuracy of such a view. No first-order endemic effects from
inflation, as may exist in long-only bond portfolios, are
expected. Further, extended changes in inflation may be
associated with strong up or down trends in interest rates,
creating a favorable environment for GTTs Advisors, and
therefore contributing to the Companys profit potential.
However, unexpected changes in inflation can also give rise to
rapid reversals in interest rate markets, creating an
environment in which such Advisors, and the Company, potentially
may suffer losses. The impact of changes in inflation on equity
long/short strategies used by GELS Advisors is difficult
to predict and depends upon how large the change is in both
absolute terms and relative to expectations. A sharp increase in
inflation could hurt certain sectors, such as regional banks,
homebuilders, and autos, while sharp downward moves could be
beneficial for equities. If a downward move were too large,
however, it could give rise to concerns about deflation. In all
cases, however, the Company endeavors to take inflation, and its
possible effects on each of the Investment Funds, into account
when it develops its investment strategies.
Recent
Accounting Pronouncements
Improving Disclosures about Fair Value Measurements (ASC
820). In January 2010, the Financial Accounting
Standards Board issued Accounting Standards Update
(ASU)
No. 2010-06,
Fair Value Measurements and Disclosures (Topic
820) Improving Disclosures about Fair Value
Measurements. ASU
No. 2010-06
provides amended disclosure requirements related to fair value
measurements. Certain disclosure requirements of ASU
No. 2010-06
were effective for the Company beginning in the first quarter of
2010, while other disclosure requirements of the ASU are
effective for financial statements issued for reporting periods
beginning after December 15, 2010. Since these amended
principles require only additional disclosures concerning fair
value measurements, adoption did not and will not affect the
Companys financial condition, results of operations or
cash flows.
37
Critical
Accounting Policies and Estimates
Use of
estimates
The discussion and analysis of the Companys financial
condition and results of operations are based on the
Companys financial statements, which have been prepared in
accordance with U.S. GAAP, which require the Managing
Member to make estimates and assumptions that affect the amounts
reported in the financial statements and accompanying notes.
Actual results may differ from those estimates. The financial
statements are expressed in U.S. dollars. A summary of the
Companys significant accounting policies is set forth in
Note 2 to the Companys financial statements. In the
Managing Members view, the policy that involves the most
subjective judgment is set forth below.
Fair
value of investments
The Companys investments in Investees are subject to the
terms and conditions of the operating agreements of the
respective Investees. These investments are carried at fair
value, based on the Companys attributable share of the net
assets of the respective Investee. The fair value of a financial
instrument is the amount 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.
U.S. GAAP has a three-level fair value hierarchy for
disclosure of fair value measurements. The fair value hierarchy
prioritizes inputs to the valuation techniques used to measure
fair value, giving the highest priority to Level 1 inputs
and the lowest to Level 3 inputs. A financial
instruments level in the fair value hierarchy is based on
the lowest level of any input that is significant to its fair
value measurement.
The Company uses NAV as its measure of fair value for
investments in Investees. In evaluating the level at which the
fair value measurements of the Companys investments have
been classified, the Company has assessed factors including, but
not limited to, price transparency, the ability to redeem at NAV
at the measurement date and the existence or absence of certain
restrictions at the measurement date. See Note 3 to the
Companys financial statements.
For the three months ended March 31, 2011 and the fiscal
year ended December 31, 2010, the fair value of the
Companys pro rata share investments in the material
Investees was determined by the following valuation techniques:
March 31,
2011
|
|
|
|
|
|
|
|
|
|
|
% of fair value
|
|
|
% of fair value
|
|
|
|
investments valued using
|
|
|
utilizing NAV provided
|
|
Investee
|
|
quoted market prices
|
|
|
by external advisors
|
|
|
GELS
|
|
|
|
%
|
|
|
41.26
|
%
|
GFS
|
|
|
|
%
|
|
|
25.26
|
%
|
GTT
|
|
|
0.95
|
%
|
|
|
28.58
|
%
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
0.95
|
%
|
|
|
95.10
|
%
|
|
|
|
|
|
|
|
|
|
December 31,
2010
|
|
|
|
|
|
|
|
|
|
|
% of fair value
|
|
|
% of fair value
|
|
|
|
investments valued using
|
|
|
utilizing NAV provided
|
|
Investee
|
|
quoted market prices
|
|
|
by external advisors
|
|
|
GELS
|
|
|
|
%
|
|
|
40.57
|
%
|
GFS
|
|
|
|
%
|
|
|
25.68
|
%
|
GTT
|
|
|
1.00
|
%
|
|
|
28.57
|
%
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
1.00
|
%
|
|
|
94.82
|
%
|
|
|
|
|
|
|
|
|
|
38
Valuations generally are made based on information the Company
or the Investees, as applicable, receive from the Advisors. This
information is generally not audited, except at year-end, and
could prove to be inaccurate due to inadvertent mistakes,
negligence, recklessness or fraud by the Advisors. The Company
receives preliminary and final NAVs from each of the Investees
on a monthly basis. Historically, the Company has not
experienced any material variance between the preliminary and
final NAVs, which would have required adjustment to the
Companys financial statements. If the Managing Member
determines that any such valuation may be inaccurate or
incomplete, the Managing Member may determine the fair value of
the asset based on information available to, and factors deemed
relevant by, the Managing Member at the time of such valuation.
Generally, however, neither the Company nor the Investees will
receive independent valuations with respect to the assets
managed by Advisors and will not in many cases be able to
conduct any independent valuations on their own or to cause any
third parties to undertake such valuations. In addition,
valuations of illiquid securities and other investments are
inherently uncertain and may prove to be inaccurate in
hindsight. These risks are more fully described in the
Companys
Form 10-K
for the year ended December 31, 2010 (the
Form 10-K).
The valuation provisions of the Companys limited liability
company agreement and the limited liability company agreements
of the Investment Funds were revised as of January 1, 2006
to provide the Managing Member with greater flexibility to more
accurately value the Companys assets (for purposes of
subscriptions, redemptions and fees) in circumstances where the
Managing Member has information available to it indicating that
a valuation may be inaccurate or incomplete, although generally,
as described above, the Managing Member will not have access to
independent valuations and will rely on valuations provided by
the Advisors. Valuations are performed in a substantially
similar manner for GFS Trust. However, where such information
does exist, the Managing Member will be entitled to apply its
authority to more accurately reflect the Companys value.
Accordingly, to the extent that the Managing Member determines
that a valuation provided by an Advisor may be inaccurate or
incomplete, the additional flexibility on the Companys
valuation practices is designed to make the Companys
valuations more accurate. For example, to the extent an Advisor
has allocated assets to an Advisor Fund that has provided the
Company with a valuation report indicating a positive valuation,
but the Managing Member is aware that the Advisor Fund has filed
for bankruptcy, the Managing Member will be able to take the
bankruptcy into account to attempt to more accurately determine
the fair value of such assets.
There has been no situation during the periods contained in this
Quarterly Report on
Form 10-Q
where the impact of an adjustment to a valuation provided by an
Advisor or independent investment manager at an Investee was
material to the Company in which one of the Investees had
invested was not complete or was inaccurate.
Off-Balance
Sheet Risk
In the normal course of business, the Advisors of the Advisor
Funds may trade various financial instruments and enter into
various investment transactions with off-balance sheet risk,
which includes, but are not limited, to securities sold short,
futures, forwards, swaps and written options. There are no
off-balance sheet or material contingent liabilities at the
Company or Investee levels.
Contractual
Obligations
The Company does not have any long-term debt obligations,
capital or operational lease obligations or other long-term debt
liabilities.
39
|
|
Item 3.
|
Quantitative
and Qualitative Disclosures About Market Risk
|
The following table lists the significant market risk sensitive
instruments held by the Company, through the Investees, as of
March 31, 2011 and as of December 31, 2010, as
indicated by the Fair Value/Value at Risk column, and the Net
Realized and Unrealized Gain/(Loss) from January 1, 2011 to
March 31, 2011 and from January 1, 2010 to
December 31, 2010. Because of the uncertain nature of the
investments that the Company engages in through the Investees,
the Managing Member believes the entire portfolio value of the
Company is at risk. The Managing Member is unable to track the
impact of market volatility, credit and interest rate risk on
the units because in many cases it does not receive information
on individual investments made by Advisors or their aggregate
holdings and so is not in a position to track such risks on an
aggregate basis.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, 2011
|
|
|
|
|
|
|
|
|
|
Net Realized
|
|
|
|
|
|
|
% of
|
|
|
|
|
|
and Unrealized
|
|
|
|
|
|
|
Members
|
|
|
Fair Value/Value
|
|
|
Gain/(Loss)
|
|
|
|
|
Investee
|
|
Equity(1)
|
|
|
at Risk
|
|
|
(In millions)
|
|
|
Liquidity
|
|
|
GELS
|
|
|
41.16
|
%
|
|
$
|
250,021,506
|
|
|
$
|
4.4
|
|
|
|
(2
|
)
|
GFS
|
|
|
25.21
|
%
|
|
|
153,111,813
|
|
|
|
2.5
|
|
|
|
(3
|
)
|
GFS Trust
|
|
|
3.56
|
%
|
|
|
21,613,715
|
|
|
|
(0.3
|
)
|
|
|
(4
|
)
|
GTT
|
|
|
29.47
|
%
|
|
|
178,994,469
|
|
|
|
1.8
|
|
|
|
(5
|
)
|
GRV
|
|
|
0.26
|
%
|
|
|
1,563,216
|
|
|
|
0.1
|
|
|
|
(6
|
)
|
HFPO
|
|
|
0.12
|
%
|
|
|
725,848
|
|
|
|
0.0
|
|
|
|
(7
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
99.78
|
%(8)
|
|
$
|
606,030,567
|
|
|
$
|
8.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2010
|
|
|
|
|
|
|
|
|
|
Net Realized
|
|
|
|
|
|
|
% of
|
|
|
|
|
|
and Unrealized
|
|
|
|
|
|
|
Members
|
|
|
Fair Value/Value
|
|
|
Gain/(Loss)
|
|
|
|
|
Investee
|
|
Equity(1)
|
|
|
at Risk
|
|
|
(In millions)
|
|
|
Liquidity
|
|
|
GELS
|
|
|
39.98
|
%
|
|
$
|
248,593,542
|
|
|
$
|
9.1
|
|
|
|
(2
|
)
|
GFS
|
|
|
25.30
|
%
|
|
|
157,347,212
|
|
|
|
12.8
|
|
|
|
(3
|
)
|
GFS Trust
|
|
|
3.73
|
%
|
|
|
23,188,415
|
|
|
|
0.1
|
|
|
|
(4
|
)
|
GTT
|
|
|
29.14
|
%
|
|
|
181,173,125
|
|
|
|
15.9
|
|
|
|
(5
|
)
|
GRV
|
|
|
0.27
|
%
|
|
|
1,649,094
|
|
|
|
0.1
|
|
|
|
(6
|
)
|
HFPO
|
|
|
0.12
|
%
|
|
|
735,686
|
|
|
|
(0.1
|
)
|
|
|
(7
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
98.54
|
%(8)
|
|
$
|
612,687,074
|
|
|
$
|
37.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
|
Members equity, used in the
calculation of the investments as a percentage of members
equity, is based on the members equity per the Balance
Sheet and in accordance with ASC 480, Distinguishing
Liabilities from Equity.
|
|
(2)
|
|
Redemptions can be made quarterly
with 61 days notice, or at the sole discretion of the
Managing Member.
|
|
(3)
|
|
Redemptions can be made quarterly
on or after the first anniversary of the initial purchase of the
units with at least 91 days notice, or at the sole
discretion of the Managing Member.
|
|
(4)
|
|
GFS Trust does not provide
investors with a voluntary redemption right. Pursuant to the
terms of the trust agreement for GFS Trust, distributions will
be made to holders of interests in GFS Trust as GFS Trust
receives proceeds in respect of its Advisors. The estimated
remaining holding period of its remaining underlying investments
range from one to six years.
|
|
(5)
|
|
Redemptions can be made quarterly
with 60 days notice, or at the sole discretion of the
Managing Member.
|
|
(6)
|
|
GRV ceased its trading activities
effective on July 1, 2009, and will dissolve at the time
all assets are liquidated, liabilities are satisfied and
liquidation proceeds are distributed through payment of a
liquidating distribution. GRV suspended redemptions pending the
completion of the liquidation proceedings. The estimated
remaining holding period of its remaining underlying investments
range from one to six years.
|
|
(7)
|
|
HFPOs current holdings
consist solely of one illiquid investment in an Advisor Fund,
which cannot be redeemed until the relevant Advisor liquidates
such investment. The estimated remaining holding period of the
illiquid investment is approximately two to five years.
|
|
(8)
|
|
The total value of the
Companys investment in the Investees was less than 100% of
members equity because members equity reflected cash
and cash equivalents greater than total liabilities.
|
40
Risk
Management
In the ordinary course of business, the Managing Member,
including in its capacity as managing member of the Investment
Funds, attempts to manage a variety of risks, including market,
credit and operational risk. The Managing Member, including in
its capacity as managing member of the Investment Funds,
attempts to identify, measure and monitor risk through various
mechanisms including risk management strategies and credit
policies. These include monitoring risk guidelines and
diversifying exposures across a variety of instruments, markets
and counterparties.
Market risk is the risk of potential significant adverse changes
to the value of financial instruments because of changes in
market conditions such as interest rates, foreign exchange
rates, equity prices, credit spreads, liquidity and volatility
in commodity or security prices. The Managing Member, including
in its capacity as managing member of the Investment Funds,
monitors its exposure to market risk at both the Advisor and
portfolio level through various analytical techniques. At the
Advisor level, market risk is monitored on a regular basis.
Where position level detail is available, the Managing Member,
including in its capacity as managing member of the Investment
Funds, monitors its exposure to market risk through a variety of
analytical techniques, including
Value-at-Risk
(VaR) and scenario analysis (stress testing). VaR is
calculated for each Advisor using a Monte Carlo simulation with
a one-year look back period. The Managing Member looks at VaR
over a
one-day
horizon at the 95% and 99% confidence intervals. As of
March 31, 2011, the Managing Member had full position level
transparency for approximately 45% (as a percentage of fair
value investments) of the Advisors in which the Company invests
through the Investment Funds. To determine position level
transparency, the Company uses a list containing all Advisors
for whom the Company received position level details, whether or
not the Advisors also provided pricing information for those
positions. The Company believes that knowing its transparency on
the position level details of its Advisors provides meaningful
information about its underlying investments in its Advisors
whether or not the Company also has transparency on the pricing
information for these positions and therefore will continue to
use such methodology for conveying information regarding the
Companys position level transparency in future quarters.
The Managing Member believes that the VaR assumptions it
utilizes are reasonable given that VaR is only one determinant
in the Managing Members overall risk management. Where
position level detail is unavailable, an Investment Fund relies
on risk reports provided by the Advisors as well as through open
communication channels with Advisors, which generally includes
site visits and monthly conference calls. The Companys
maximum risk of loss is limited to the Companys investment
in the Investment Funds. The risks involved are more fully
described in the Companys
Form 10-K.
The managing member of the Investment Funds monitors Advisors to
prevent style drift. Style drift is defined as
Advisors changing their investment style from the Investment
Funds expectations. Where position level detail is
available, the managing member of the Investment Funds monitors
leverage against predetermined limits. Position sizing limits
are also monitored to ensure Advisors are properly diversified
and risk normally is not concentrated in one or relatively few
positions. In some cases, the managing member of the Investment
Funds also has the ability to monitor approved trading
instruments to ensure Advisors are not trading securities
outside their mandate. Where position level detail is not
available, the managing member of the Investment Funds relies on
both written and oral Advisor communications. The risks involved
are more fully described in the Companys
Form 10-K.
At the Companys portfolio level, the Companys
portfolio construction process is designed to provide for
adequate diversification. Each Investment Fund is a portfolio of
approximately
10-30
underlying Advisors and the managing member of each of the
Investment Funds regularly reviews portfolio statistics, such as
relative contribution to risk, to confirm that risk is not
concentrated in any single Advisor. However, as of April 1,
2008, GFS is no longer prohibited from allocating 25% or more of
its assets to any single Advisor. The managing member of GFS, in
its sole discretion, may determine from time to time the number
of Advisors with which GFS invests based on factors such as the
amount of GFSs assets under management, the availability
of attractive opportunities, and other portfolio construction
considerations. Any such greater concentration with any single
Advisor or in any single investment strategy may entail
additional risks. The risks involved are more fully described in
the Companys
Form 10-K.
41
Quantitative analysis is combined with judgment to determine
weightings, strategic return, risk and correlation estimates to
inform the quantitative analysis. Judgment is applied to both
estimates and weights in an attempt to achieve exposure to hedge
funds while delivering attractive risk-adjusted returns. The
approximate weights of the material Investees were 41% GELS, 25%
GFS and 29% GTT as of March 31, 2011 as a percentage of
members equity. The approximate weights of the material
Investees were 40% GELS, 25% GFS and 29% GTT as of
December 31, 2010 as a percentage of members equity.
This portfolio construction process is designed to create a
diversified hedge fund portfolio with attractive return and risk
characteristics.
The Managing Member may, from time to time, vary or change
materially the actual allocation of assets made by the Company,
as it deems appropriate in its sole discretion, including
without limitation by way of allocation of Company assets to any
new Investment Fund or Advisor, complete or partial withdrawal
of an allocation from any existing Investment Fund or Advisor, a
reallocation of assets among existing Investment Funds or
Advisors, or any combination of the foregoing. In carrying out
any reallocation of Company assets, the Managing Member will
have the sole discretion to determine the manner of such
reallocation, including from which Investment Funds or Advisors
to withdraw assets and to which Investment Funds or Advisors to
allocate assets. Any reallocation of Company assets, for
purposes of diversification, attempts to meet target allocations
or otherwise, may take a significant period of time to implement
due to the liquidity provisions and restrictions of the
Investment Funds and the Advisors and for other reasons. There
can be no assurance that market or other events will not have an
adverse impact on the strategies employed by multiple Investment
Funds and Advisors. Investment Funds and Advisors may at certain
times hold large positions in a relatively limited number of
investments. The Company could be subject to significant losses
if an Investment Fund or an Advisor holds a large position in a
particular investment that declines in value that cannot be
liquidated without adverse market reaction or is otherwise
adversely affected by changes in market conditions or
circumstances. While the Managing Member currently expects to
allocate assets to all the Investment Sectors (other than
relative value) through allocations to the Investment Funds,
since April 1, 2008, the Managing Member had no constraints
with respect to the percentage of the Companys assets to
be allocated, directly or indirectly, to any single Advisor,
group of Advisors, Investment Fund, or Investment Sector, or
with respect to the number of Investment Funds and Advisors to
which, directly or indirectly, assets of the Company are
allocated at any time. The percentage of the Companys
assets to be allocated to any single Advisor, group of Advisors,
Investment Fund or Investment Sector, and the number of
Investment Funds and Advisors to which the Company allocates
assets from time to time will be determined by the Managing
Member in its sole discretion, based on factors deemed relevant
by the Managing Member at the time of such allocation, which may
include the amount of the Companys assets under
management, constraints on the capital capacity of the
Investment Funds and Advisors, the availability of attractive
opportunities, and other portfolio construction and portfolio
management considerations.
The Company invests in the Investment Funds, and may from time
to time redeem its membership units of the Investment Funds.
Neither GFS Trust nor GRV provide investors with a voluntary
redemption right. The Investment Funds, in turn, maintain
relationships with counterparties that include the Advisors.
These relationships could result in concentrations of credit
risk. Credit risk arises from the potential inability of
counterparties to perform their obligations under the terms of
the contract, including, in the case of the Companys
investments in the Investment Funds, the potential inability of
an Investment Fund to satisfy its redemption obligations. The
managing member of the Investment Funds (currently, the Managing
Member) has formal credit-review policies to monitor
counterparty risk.
In addition to market risk and credit risk, the Managing Member,
including in its capacity as managing member of the Investment
Funds, allocates resources to mitigate operational risk.
Operational risk is the potential for loss caused by a
deficiency in information, communication, transaction
processing, settlement and accounting systems. The Managing
Member, including in its capacity as managing member of the
Investment Funds, maintains controls and procedures for the
purpose of mitigating its own operational risk but it does not
have control over the systems of the Advisors. In addition, the
Managing Member, including in its capacity as managing member of
the Investment Funds, deploys resources to assess control
systems, legal risk, compliance risk, operations and treasury
risk, credit risk, accounting risk and reputational risk.
42
Fraud and other business risks cannot be eliminated; however,
the Managing Member, including in its capacity as managing
member of the Investment Funds, seeks to significantly reduce
such risks. The portfolio risk management process includes an
effort to monitor and manage risk, but should not be confused
with and does not imply low risk. There can be no assurance that
the Managing Member, including in its capacity as managing
member of the Investment Funds, will be able to implement its
risk guidelines or that its risk monitoring strategies will be
successful.
|
|
Item 4.
|
Controls
and Procedures
|
As of the end of the period covered by this report, an
evaluation was carried out by the board of directors of the
Company, with the participation of the principal executive
officer and principal financial officer (or persons performing
similar functions) of the Managing Member, of the effectiveness
of the design and operation of the Companys disclosure
controls and procedures (as defined in
Rule 13a-15(e)
under the Securities Exchange Act of 1934, as amended (the
Exchange Act)). Based on that evaluation, the
Companys principal executive officer and principal
financial officer (or persons performing similar functions)
concluded that the Companys disclosure controls and
procedures were effective as of the end of the period covered by
this report. In addition, no change in the Companys
internal control over financial reporting (as defined in
Rule 13a-15(f)
under the Exchange Act) occurred during the most recent fiscal
quarter that has materially affected, or is reasonably likely to
materially affect, the Companys internal control over
financial reporting.
43
PART II
OTHER INFORMATION
|
|
Item 1.
|
Legal
Proceedings
|
There are no material pending legal proceedings to which the
Company or the Managing Member is a party or to which any of
their assets are subject.
None.
|
|
Item 2.
|
Unregistered
Sales of Equity Securities and Use of Proceeds
|
From January 1, 2011 to March 31, 2011, aggregate
subscriptions totaled $8,425,000. Details of the sale of the
series of units are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class and
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
Series of
|
|
|
Number of
|
|
|
Number of
|
|
|
Subscription
|
|
Date of Sale
|
|
Units
|
|
|
Units Sold
|
|
|
Investors
|
|
|
Amount
|
|
|
January 1, 2011
|
|
|
Class A Series 91
|
|
|
|
39,500.00
|
|
|
|
8
|
|
|
$
|
3,950,000
|
|
February 1, 2011
|
|
|
Class A Series 92
|
|
|
|
26,500.00
|
|
|
|
8
|
|
|
|
2,650,000
|
|
March 1, 2011
|
|
|
Class A Series 93
|
|
|
|
18,250.00
|
|
|
|
5
|
|
|
|
1,825,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
|
84,250.00
|
|
|
|
21
|
|
|
$
|
8,425,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The units were sold at $100.00 per unit. The sale was not
subject to any underwriting discount or commission. The units
were privately offered and sold to accredited investors pursuant
to Rule 506 of Regulation D and the sales were exempt
from registration under the Securities Act of 1933.
Pursuant to the Companys limited liability company
agreement, holders of units may redeem their units upon
91 days prior written notice to the Managing Member
(unless such notice is waived by the Managing Member in its sole
discretion), on each January 1, April 1, July 1 or
October 1 occurring on or after the first anniversary of the
purchase of such units by the holder (each a
Redemption Date). Units of a particular series
will be redeemed at a per unit price based upon the NAV of such
series as of the close of business on the day immediately
preceding the Redemption Date (taking into account the
allocation of any net appreciation or depreciation in the net
assets of the Company for the accounting period then ending),
after reduction for any management fee and incentive fee and
other liabilities to the extent accrued or otherwise
attributable to the units being redeemed. The Company paid out
redemptions of $18,611,795 during the three months ended
March 31, 2011.
|
|
Item 3.
|
Defaults
Upon Senior Securities
|
Not applicable.
|
|
Item 5.
|
Other
Information
|
A. Charles Baillie had been a director of the Company since
April 1, 2009. On May 12, 2011, A. Charles
Baillie notified the Company that, effective May 12, 2011,
he would no longer serve on the Board of Directors of the
Company. There are no current plans to appoint a replacement
director for A. Charles Baillie.
This
Form 10-Q
contains certain forward-looking statements
regarding the operation of the Company and the Companys
investment objective, including, among other things:
|
|
|
|
|
investment strategies and allocations of assets;
|
|
|
|
future performance;
|
44
|
|
|
|
|
the Companys liquidity position; and
|
|
|
|
trends in the Investment Sectors.
|
Forward-looking statements are typically identified by the use
of terms such as may, will,
should, expect, intend,
plan, anticipate, estimate,
believe, continue, predict,
potential or the negative of such terms and other
comparable terminology. These statements are only predictions
and are not historical facts. Actual events or results may
differ materially.
The forward-looking statements included herein are based on the
Managing Members current expectations, plans, estimates
and beliefs that involve numerous risks and uncertainties.
Assumptions relating to the foregoing involve judgments with
respect to, among other things, future economic, competitive and
market conditions and future business strategies and decisions,
all of which are difficult or impossible to predict accurately
and many of which are beyond the Companys control. Any of
the assumptions underlying the forward-looking statements
contained herein could be inaccurate and, therefore, the
Managing Member of the Company cannot assure Members that the
forward-looking statements included in this
Form 10-Q
will prove to be accurate.
In light of the significant uncertainties inherent in the
forward-looking statements included in this
Form 10-Q,
the inclusion of such information should not be regarded as a
representation by the Company or the Managing Member that the
investment objective set forth in this
Form 10-Q
will be achieved. The Company cautions Members that
forward-looking statements are not guarantees and that the
actual results could differ materially from those expressed or
implied in the forward-looking statements.
In addition to the risks identified in our
Form 10-K,
which is incorporated herein by reference, the following list
indicates some of the risks that could impact the likelihood
that any forward-looking statements will come true:
|
|
|
|
|
There can be no assurance that the Managing Members
decisions regarding risk allocations will be successful;
inaccurate information provided by the Advisors may have a
material adverse effect on implementing the Companys
investment objective;
|
|
|
|
The Managing Member generally has limited access to information
on or control over Advisors portfolios and Members assume
the risk that Advisors may knowingly misrepresent information
which could have a material negative impact on the Company
materially;
|
|
|
|
The Company faces legal, tax and regulatory risks that may
adversely affect the Company;
|
|
|
|
Units will not be listed and will not be marketable; the Company
is a closed-end fund with limited liquidity and limited rights
for redemption; substantial redemptions could have a material
adverse effect on the Company;
|
|
|
|
The fee structure of the Company, including compensation
arrangements with the Managing Member and the Advisors of the
Investment Funds, may create incentives for the Managing Member,
the Investment Funds or the Advisors to make riskier investments
or to inflate returns;
|
|
|
|
Past performance of affiliated funds and of Advisors are not
necessarily indicative of the results that the Company and any
Investee may achieve or of future results;
|
|
|
|
Valuation of the Investees investments will be based upon
valuations provided by the Advisors which are generally not
audited; uncertainties in valuations could have a material
adverse effect on the Companys net assets;
|
|
|
|
Advisor redemption holdbacks and other Advisor liquidity
restrictions may adversely affect the Investment Funds
ability to redeem interests in order to meet redemption
requests, which could have an adverse effect on the
Companys portfolio mix and liquidity for remaining Members;
|
|
|
|
Frequent trading and turnover typically result in high
transaction costs and the Investment Funds have no control over
this turnover;
|
|
|
|
Allocation of the Companys assets may not protect the
Company from exposure to economic downturns in any Investment
Fund or Investment Sector;
|
45
|
|
|
|
|
An investment in the Company involves a high degree of risk that
the entire amount invested may be lost; investment results may
vary substantially over time;
|
|
|
|
A Members investment in the Company will be affected by
the investment policies and decisions of Advisors which are
outside the Companys control; the Advisors may be unable
to or may choose not to seek to achieve their investment goals;
Advisors may not be able to locate suitable investment
opportunities;
|
|
|
|
Certain Advisors may invest in private equity investments and
real estate investments which involve a high degree of business
and financial risk and may be difficult to value;
|
|
|
|
Transactions between and among funds may be undervalued and
negatively affect the Companys performance;
|
|
|
|
The ability of an Investment Fund to hedge successfully will
depend on the particular Advisors ability to predict
pertinent market movements which cannot be assured;
|
|
|
|
The prices of an Investees investments can be highly
volatile and influenced by external factors outside the control
of such Investee;
|
|
|
|
International investments may involve special risks not usually
associated with investments in U.S. securities, including
higher risk of financial irregularities
and/or lack
of appropriate risk monitoring and controls;
|
|
|
|
Equity securities and equity-related instruments may be subject
to various types of risk, including market risk, liquidity risk,
counterparty credit risk, legal risk and operations
risk; and
|
|
|
|
The issuers of securities acquired by Advisors will sometimes
face a high degree of business and financial risk.
|
The foregoing list of factors is not exhaustive. Investors
should carefully consider the foregoing factors and the other
uncertainties and potential events described in the
Form 10-K.
The Company or the Managing Member does not undertake to update
any forward-looking statement, whether written or oral, that may
be made from time to time by the Managing Member of the Company
or the Company or on their behalf.
References to market or composite indices, benchmarks or other
measures of relative market performance are provided for
Investors information only. Reference to an index does not
imply that the portfolio will achieve results similar (or
dissimilar) to that index.
46
|
|
|
|
|
Number
|
|
Description
|
|
|
31
|
.1
|
|
Certification pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002
|
|
31
|
.2
|
|
Certification pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002
|
|
32
|
.1
|
|
Certification pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002
|
47
Signatures
Pursuant to the requirements of the Securities Exchange Act of
1934, as amended, the Registrant has duly caused this report to
be signed on its behalf by the undersigned thereunto duly
authorized.
GOLDMAN SACHS HEDGE FUND
PARTNERS, LLC
(Registrant)
|
|
|
|
By:
|
Goldman Sachs Hedge Fund Strategies, LLC
Managing Member
|
|
|
By:
|
/s/ Jennifer
Barbetta
|
Name: Jennifer Barbetta
|
|
|
|
Title:
|
Chief Financial Officer,
Managing Director
|
Date: May 13, 2011
48
Index to
Exhibits
|
|
|
|
|
Number
|
|
Description
|
|
|
31
|
.1
|
|
Certification pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002
|
|
31
|
.2
|
|
Certification pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002
|
|
32
|
.1
|
|
Certification pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002
|
49