Regards,
Wells Capital Management
1.
2.
Jerboa (from Arabic yarb' or Hebrew yarba' ) form the bulk of the membership of the family
Dipodidae. Jerboas are hopping desert rodents ... Characteristics - Burrows and Behavior
SEC Info - Wells Fargo & Co/MN - 10-K - For 12/31/06 - EX-21
Mar 1, 2007 ... Jerboa Funding, LLC. Delaware. John Laing Mortgage, LP. California .... Wells Fargo
Alaska Trust Company, National Association ...
www.secinfo.com/dsvrp.u4D9.8.htm - Cached - Similar
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10-K
12/31/06
13:266
10-K
EX-10.(A)
EX-10.(F)
EX-12.(A)
EX-12.(B)
EX-13
EX-21
EX-23
EX-24
EX-31.(A)
EX-31.(B)
EX-32.(A)
EX-32.(B)
Description
Annual Report
Material Contract
Material Contract
Statement re: Computation of Ratios
Statement re: Computation of Ratios
Annual or Quarterly Report to Security Holders
Subsidiaries of the Registrant
Consent of Experts or Counsel
Power of Attorney
Certification per Sarbanes-Oxley Act (Section 302)
Certification per Sarbanes-Oxley Act (Section 302)
Certification per Sarbanes-Oxley Act (Section 906)
Certification per Sarbanes-Oxley Act (Section 906)
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EXHIBIT 21
SUBSIDIARIES OF THE PARENT
The following is a list of the direct and indirect subsidiaries of the Parent as of December 31, 2006:
Subsidiary
1st Capital Mortgage, LLC
A.G. Edwards Mortgage, LLC
ACO Brokerage Holdings Corporation
Acordia Brokerage Services, Ltd.
Acordia Management Services Ltd.
Acordia Northeast, Inc.
Acordia of Indiana, Inc.
Acordia of Virginia Insurance Agency, Inc.
Acordia Services, Inc.
Acordia Southeast, Inc.
Advance Mortgage
Advantage Home Mortgage, LLC
Advantage Mortgage Partners, LLC
Alano Funding, LLC
Alaska Best Mortgage, LLC
Alces Funding, LLC
Alliance Home Mortgage, LLC
Alopekis Funding, LLC
Aman Collection Service, Inc.
Amber Asset Management Inc.
Amber Mortgage, LLC
American Clearinghouse, LLC
American E & S Insurance Brokers California, Inc.
American Priority Mortgage, LLC
American Securities Company
American Securities Company of Missouri
American Securities Company of Nevada
American Securities Company of Utah
American Southern Mortgage Services, LLC
APM Mortgage, LLC
Arcturus Trustee Limited
Arizona Community Mortgage, LLC
Ashton Woods Mortgage, LLC
Aspen Delaware Funding, LLC
ATC Realty Fifteen, Inc.
ATC Realty Nine, Inc.
ATC Realty Sixteen, Inc.
Augustus Ventures, L.L.C.
Azalea Asset Management, Inc.
Bancshares Insurance Company
Belgravia Mortgage Group, LLC
Bellwether Mortgage, LLC
Benefit Mortgage, LLC
Bergamasco Funding, LLC
Jurisdiction of
Incorporation
or Organization
Delaware
Delaware
Delaware
Bermuda
Bermuda
New York
Indiana
Virginia
Delaware
Mississippi
Virginia
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
South Dakota
Maryland
Delaware
Delaware
California
Delaware
California
Missouri
Nevada
Utah
Delaware
Delaware
United Kingdom
Delaware
Delaware
Delaware
California
California
California
Nevada
Delaware
Vermont
Delaware
Delaware
Delaware
Delaware
Jurisdiction of
Incorporation
or Organization
Delaware
Delaware
Blackhawk Bancorporation
Blue Spirit Insurance Company
Bluebonnet Asset Management, Inc.
Brittlebush Financing, LLC
Bryan, Pendleton, Swats & McAllister, LLC
Builders Mortgage Company, LLC
Canopus Finance Trust
Capital Pacific Home Loans, LP
Capstone Home Mortgage, LLC
Carnation Asset Management, Inc.
Centennial Home Mortgage, LLC
Central Bucks Mortgage, LLC
Centurion Agency Nevada, Inc.
Centurion Casualty Company
Centurion Life Insurance Company
Certified Home Loans, LLC
Cervus Funding, L.P.
CGT Insurance Company LTD.
Charter Holdings, Inc.
Chestnut Asset Management, Inc.
CHL Home Mortgage, LLC
Choice Home Financing, LLC
Choice Mortgage Servicing, LLC
CityLife Lending Group, LLC
Collin Equities, Inc.
Colorado Mortgage Alliance, LLC
Colorado Professionals Mortgage, LLC
Columbine Asset Management, Inc.
Commerce Funding Corporation
Copper Asset Management, Inc.
Crocker Properties, Inc.
DH Financial, LLC
Dial Finance Company, Inc.
Dial National Community Benefits, Inc.
Discovery Home Loans, LLC
Dynami Mortgage, LLC
Eastdil Secured, L.L.C.
Eastern Mortgage Authority, LLC
Eaton Village Associates, Ltd. Co.
Edward Jones Mortgage, LLC
Elite Home Mortgage, LLC
Ellis Advertising, Inc.
Ennis Home Mortgage, LP
Everest Management S.A.
Express Financial & Mortgage Services, LLC
EZG Associates Limited Partnership
Falcon Asset Management, Inc.
Family Home Mortgage, LLC
Financial Resources Mortgage, LLC
Finvercon USA, Inc.
First Associates Mortgage, LLC
First Commerce Bancshares, Inc.
First Commonwealth Home Mortgage, LLC
Iowa
Vermont
Delaware
Nevada
Tennessee
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Nevada
Iowa
Missouri
Delaware
Delaware
Barbados
Nevada
Delaware
Delaware
Delaware
Delaware
Delaware
Texas
Delaware
Delaware
Delaware
Maryland
Delaware
California
Delaware
Nevada
Nevada
Delaware
Delaware
New York
Delaware
New Mexico
Delaware
Delaware
Iowa
Delaware
Luxembourg
Delaware
Delaware
Delaware
Delaware
Delaware
Nevada
Delaware
Nebraska
Delaware
Subsidiary
Delaware
Subsidiary
First Community Capital Corporation
First Community Capital Corporation of Delaware, Inc.
First Community Capital Trust I
First Community Capital Trust II
First Community Capital Trust III
First Mortgage Consultants, LLC
First Place Financial Corporation
First Rate Home Mortgage, LLC
First Security Capital I
First Valley Delaware Financial Corporation
FIT II GP, LLC
Five Star Lending, LLC
FNL Insurance Company
Foothill Capital Corporation
Foothill Income Trust II, L.P.
Foothill Partners IV, L.P.
Foundation Mortgage Services, LLC
FP, IV GP, LLC
FPFC Management LLC
Fulton Homes Mortgage, LLC
Galliard Capital Management, Inc.
Generation Home Mortgage, LLC
Genesis Mortgage, LLC
Global General Mortgage, LLC
Gold Coast Home Mortgage
Golden Funding Company
Golden Pacific Insurance Company
Goldenrod Asset Management, Inc.
Great East Mortgage, LLC
Great Plains Insurance Company
Greater Atlanta Financial Services, LLC
Greenfield Funding, LLC
Greenridge Mortgage Services, LLC
Greylock Investments, LLC
Griffin Financial Services, LLC
GST Co.
Guarantee Pacific Mortgage, LLC
H.D. Vest Advisory Services, Inc.
H.D. Vest Insurance Agency, L.L.C.
H.D. Vest Insurance Agency, L.L.C.
H.D. Vest Insurance Agency, L.L.C.
H.D. Vest Investment Securities, Inc.
H.D. Vest Technology Services, Inc.
H.D. Vest, Inc.
HADBO Investments C.V.
Hallmark Mortgage Group, LLC
Harrier Funding, LLC
Havanese Funding, LLC
Hearthside Funding, L.P.
Hendricks Mortgage, LLC
Heritage Home Mortgage Group, LLC
Hewitt Mortgage Services, LLC
Home Services Title Reinsurance Company
Jurisdiction of
Incorporation
or Organization
Texas
Delaware
Delaware
Delaware
Delaware
Delaware
New Mexico
Delaware
Delaware
Delaware
Delaware
Delaware
Vermont
California
Delaware
Delaware
Delaware
Delaware
New Mexico
Delaware
Minnesota
Delaware
Delaware
Delaware
Delaware
Cayman Islands
Vermont
Delaware
Delaware
Vermont
Delaware
Minnesota
Delaware
Delaware
Delaware
Delaware
Delaware
Texas
Texas
Montana
Massachusetts
Texas
Texas
Texas
Netherlands
Delaware
Delaware
Delaware
California
Delaware
Delaware
Delaware
Vermont
Subsidiary
HomeLife Financial, LLC
Homeservices Lending, LLC
Hometown Mortgage, LLC
Horizon Mortgage, LLC
Hubble Home Loans, LLC
Iapetus Funding, LLC
IBID, Inc.
Illustrated Properties Mortgage Company, LLC
Ilumina Mortgage, LLC
Insurance Risk Managers, Ltd.
Integrity Home Funding, LLC
Interwest Capital Trust I
IntraWest Asset Management, Inc.
Iris Asset Management, Inc.
Island Finance Credit Services, Inc.
Island Finance Holding Company, LLC
Island Finance New York, Inc.
Island Finance Puerto Rico, Inc.
Island Finance Sales Finance Corporation
Island Finance Sales Finance Trust
IWIC Insurance Company
Jurisdiction of
Incorporation
or Organization
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Illinois
Delaware
Delaware
Delaware
Delaware
New York
Cayman Islands
New York
Delaware
Cayman Islands
Puerto Rico
Vermont
Delaware
California
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Colorado
Delaware
Minnesota
Ohio
Delaware
Delaware
Cayman Islands
Minnesota
Delaware
Delaware
Delaware
Delaware
Pennsylvania
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Subsidiary
New West Mortgage Services, LLC
NHI Home Mortgage, LLC
North Star Mortgage Guaranty Reinsurance Company
Northern Prairie Indemnity Limited
Northwest Home Finance, LLC
Norwest Alliance System, Inc.
Norwest Equity Capital, L.L.C.
Norwest Equity Partners IV, a Minnesota Limited Partnership
Norwest Equity Partners V, a Minnesota Limited Partnership
Norwest Equity Partners VI, LP
Norwest Equity Partners VII, LP
Norwest Equity Partners VIII, LP
Norwest Financial Canada DE, Inc.
Norwest Financial Funding, Inc.
Norwest Financial Investment 1, Inc.
Norwest Financial Investment, Inc.
Norwest Financial Massachusetts
Norwest Home Improvement, Inc.
Norwest Limited LP, LLLP
Norwest Mezzanine Partners I, LP
Norwest Mezzanine Partners II, LP
Norwest Properties Holding Company
Norwest Venture Capital Management, Inc.
Norwest Venture Partners FVCI-Mauritius
Norwest Venture Partners IX, LP
Norwest Venture Partners VI, LP
Norwest Venture Partners VI-A, LP
Norwest Venture Partners VII, LP
Norwest Venture Partners VII-A, LP
Norwest Venture Partners VIII, LP
Norwest Venture Partners X, LP
Norwest Venture Partners-Mauritius
NVP Associates, LLC
Pacific Coast Home Mortgage, LLC
Pacific Northwest Bancorp
Pacific Northwest Statutory Trust I
Pageantry Mortgage, LLC
Paramount Mortgage of Polk County, LLC
Parkway Mortgage and Financial Center, LLC
PCM Mortgage, LLC
Peak Home Mortgage, LLC
Pelican Asset Management, Inc.
Peony Asset Management, Inc.
Peregrine Capital Management, Inc.
Personal Mortgage Group, LLC
Pheasant Asset Management, Inc.
Pinnacle Mortgage of Nevada, LLC
Platinum Residential Mortgage, LLC
Playground Financial Services, LLC
Jurisdiction of
Incorporation
or Organization
Delaware
Delaware
Vermont
Cayman Islands
Delaware
Minnesota
Minnesota
Minnesota
Minnesota
Minnesota
Minnesota
Delaware
Delaware
Nevada
Nevada
Nevada
Massachusetts
Texas
Delaware
Minnesota
Delaware
Minnesota
Minnesota
Mauritius
Delaware
Minnesota
Delaware
Minnesota
Delaware
Delaware
Delaware
Mauritius
Delaware
Delaware
Washington
Connecticut
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Minnesota
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
California
Kentucky
West Virginia
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Minnesota
Delaware
Puerto Rico
Nevada
Puerto Rico
Puerto Rico
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Maryland
Minnesota
Minnesota
Delaware
California
Delaware
Delaware
Delaware
Maryland
Arizona
California
Delaware
Delaware
West Virginia
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Subsidiary
Southwest Partners, Inc.
Spring Cypress Water Supply Corporation
Stagecoach Insurance Agency, Inc.
Stagecoach Insurance Services, LLC
Stock Financial Services, LLC
Summit National Mortgage, LLC
Sunbelt Funding Services, LLC
Sundance Mortgage, LLC
Superior Guaranty Insurance Company
Superior Health Care Management, Inc.
Sutter Advisors LLC
Sweetroot Funding, LLC
Tai Mo Shan Investments Partnership
TAI Title Trust
Telomian Funding, Inc.
Texas Financial Bancorporation, Inc.
The Foothill Group, Inc.
The Trumbull Group, LLC
Tiberius Ventures, L.L.C.
TMS Funding II Limited
TMS Funding Limited
Topaz Asset Management Inc.
Touchstone Home Mortgage, LLC
Trademark Mortgage, LLC
Triple Diamond Mortgage and Financial, LLC
Two Rivers Corporation
United California Bank Realty Corporation
Valley Asset Management, Inc.
Victoria Investments, LLC
Village Communities Financial, LLC
Village Mortgage, LLC
Violet Asset Management, Inc.
Wapiti Funding, LLC
Washington Mortgage, LLC
Waterways Home Mortgage, LLC
WCI Mortgage, LLC
Wells Capital Management Incorporated
Wells Fargo Alaska Trust Company, National Association
Wells Fargo Alternative Asset Management, LLC
Wells Fargo Asia Limited
Wells Fargo Asset Management Corporation
Wells Fargo Asset Securities Corporation
Wells Fargo Auto Finance, Inc.
Wells Fargo Auto Receivables Corporation
Wells Fargo Bank Grand Junction, National Association
Wells Fargo Bank Grand Junction-Downtown, National Association
Wells Fargo Bank International
Wells Fargo Bank Northwest, National Association
Wells Fargo Bank, Ltd.
Wells Fargo Bank, National Association
Jurisdiction of
Incorporation
or Organization
California
Texas
California
Delaware
Delaware
Delaware
Delaware
Delaware
Vermont
Delaware
Delaware
Delaware
Hong Kong
Delaware
Delaware
Minnesota
Delaware
Delaware
Nevada
Cayman Islands
Cayman Islands
Maryland
Delaware
Delaware
Delaware
Colorado
California
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
California
United States
Delaware
Hong Kong
Minnesota
Delaware
California
Delaware
United States
United States
United States
United States
California
United States
Wells
Wells
Wells
Wells
Wells
Wells
Wells
Wells
Wells
Wells
Wells
Wells
Wells
Wells
Wells
Wells
Wells
Wells
Wells
Wells
Wells
Wells
Wells
Wells
Wells
Wells
Wells
Wells
Wells
Wells
Wells
Wells
Wells
Wells
Wells
Wells
Wells
Wells
Wells
Wells
Wells
Wells
Wells
Wells
Wells
Wells
Wells
Wells
Wells
Wells
Wells
Wells
Wells
Fargo
Fargo
Fargo
Fargo
Fargo
Fargo
Fargo
Fargo
Fargo
Fargo
Fargo
Fargo
Fargo
Fargo
Fargo
Fargo
Fargo
Fargo
Fargo
Fargo
Fargo
Fargo
Fargo
Fargo
Fargo
Fargo
Fargo
Fargo
Fargo
Fargo
Fargo
Fargo
Fargo
Fargo
Fargo
Fargo
Fargo
Fargo
Fargo
Fargo
Fargo
Fargo
Fargo
Fargo
Fargo
Fargo
Fargo
Fargo
Fargo
Fargo
Fargo
Fargo
Fargo
Subsidiary
Bill Presentment Venture Member, LLC
Brokerage Services, LLC
Capital A
Capital B
Capital C
Capital Holdings, Inc.
Capital I
Capital II
Capital IV
Capital IX
Capital V
Capital VI
Capital VII
Capital VIII
Capital X
Cash Centers, Inc.
Central Bank
Century, Inc.
Community Development Corporation
Community Development Enterprises, Inc.
Credit Card Funding LLC
Credit Card Master Note Trust
Credit, Inc.
Delaware Trust Company
Energy Capital, Inc.
Equipment Finance Company
Equipment Finance, Inc.
Equity Capital, Inc.
Escrow Company, LLC
Financial Acceptance America, Inc.
Financial Acceptance, LLC
Financial Agency, Co.
Financial Alabama, Inc.
Financial Alaska, Inc.
Financial America, Inc.
Financial Arizona, Inc.
Financial Arkansas, Inc.
Financial Auto Owner Trust 2004-A
Financial Auto Owner Trust 2005-A
Financial Bank
Financial California, Inc.
Financial Canada Corporation
Financial CAR LLC
Financial Colorado, Inc.
Financial Connecticut, Inc.
Financial Corporation
Financial Corporation Canada
Financial Credit Services New York, Inc.
Financial Delaware, Inc.
Financial Florida, Inc.
Financial Funding B.V.
Financial Georgia, Inc.
Financial Guam, Inc.
Jurisdiction of
Incorporation
or Organization
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Nevada
California
New York
Nevada
Nevada
Delaware
Delaware
Minnesota
Delaware
Texas
Canada
Minnesota
California
Iowa
Pennsylvania
Minnesota
Iowa
Alabama
Alaska
Pennsylvania
Arizona
Arkansas
Delaware
Delaware
South Dakota
Colorado
Canada
Delaware
Colorado
Connecticut
Canada
Canada
New York
Delaware
Florida
Netherlands
Iowa
Delaware
Wells
Wells
Wells
Wells
Wells
Wells
Wells
Wells
Wells
Wells
Wells
Wells
Wells
Wells
Wells
Wells
Wells
Wells
Wells
Wells
Wells
Wells
Wells
Wells
Wells
Wells
Wells
Wells
Wells
Wells
Wells
Wells
Wells
Wells
Wells
Wells
Wells
Wells
Wells
Wells
Wells
Wells
Wells
Wells
Wells
Wells
Wells
Wells
Wells
Wells
Wells
Wells
Wells
Wells
Fargo
Fargo
Fargo
Fargo
Fargo
Fargo
Fargo
Fargo
Fargo
Fargo
Fargo
Fargo
Fargo
Fargo
Fargo
Fargo
Fargo
Fargo
Fargo
Fargo
Fargo
Fargo
Fargo
Fargo
Fargo
Fargo
Fargo
Fargo
Fargo
Fargo
Fargo
Fargo
Fargo
Fargo
Fargo
Fargo
Fargo
Fargo
Fargo
Fargo
Fargo
Fargo
Fargo
Fargo
Fargo
Fargo
Fargo
Fargo
Fargo
Fargo
Fargo
Fargo
Fargo
Fargo
Financial
Financial
Financial
Financial
Financial
Financial
Financial
Financial
Financial
Financial
Financial
Financial
Financial
Financial
Financial
Financial
Financial
Financial
Financial
Financial
Financial
Financial
Financial
Financial
Financial
Financial
Financial
Financial
Financial
Financial
Financial
Financial
Financial
Financial
Financial
Financial
Financial
Financial
Financial
Financial
Financial
Financial
Financial
Financial
Financial
Financial
Financial
Financial
Financial
Financial
Financial
Financial
Financial
Financial
Subsidiary
Hawaii, Inc.
Hong Kong Limited
Idaho, Inc.
Illinois, Inc.
Indiana, Inc.
Information Services, Inc.
Investments, Inc.
Iowa 1, Inc.
Iowa 3, Inc.
Kansas, Inc.
Kentucky 1, Inc.
Kentucky, Inc.
Leasing Florida, LLC
Leasing, Inc.
Louisiana, Inc.
Maine, Inc.
Maryland, Inc.
Massachusetts 1, Inc.
Massachusetts, Inc.
Michigan, Inc.
Minnesota, Inc.
Mississippi 2, Inc.
Mississippi, Inc.
Missouri, Inc.
Montana, Inc.
National Bank
Nebraska, Inc.
Nevada 1, Inc.
Nevada 2, Inc.
Nevada, Inc.
New Hampshire 1, Inc.
New Hampshire, Inc.
New Jersey, Inc.
New Mexico, Inc.
New York, Inc.
North Carolina 1, Inc.
North Carolina, Inc.
North Dakota, Inc.
Ohio 1, Inc.
Ohio, Inc.
Oklahoma, Inc.
Oregon, Inc.
Pennsylvania, Inc.
Preferred Capital, Inc.
Puerto Rico, Inc.
Receivables, LLC
Resources, Inc.
Retail Credit, Inc.
Retail Services Company Canada
Retail Services, Inc.
Rhode Island, Inc.
Saipan, Inc.
Security Services, Inc.
Services Virginia, Inc.
Jurisdiction of
Incorporation
or Organization
Hawaii
Hong Kong
Idaho
Iowa
Indiana
Iowa
Nevada
Iowa
Iowa
Kansas
Kentucky
Kentucky
Florida
Iowa
Louisiana
Maine
Maryland
Massachusetts
Massachusetts
Michigan
Minnesota
Delaware
Delaware
Missouri
Montana
United States
Nebraska
Nevada
Nevada
Nevada
New Hampshire
New Hampshire
New Jersey
New Mexico
New York
North Carolina
North Carolina
North Dakota
New Hampshire
Ohio
Oklahoma
Oregon
Pennsylvania
Iowa
Delaware
Delaware
Iowa
Iowa
Canada
Iowa
Rhode Island
Delaware
Iowa
Virginia
Subsidiary
Wells Fargo Financial Services, Inc.
Wells Fargo Financial South Carolina, Inc.
Wells Fargo Financial South Dakota, Inc.
Wells Fargo Financial System Florida, Inc.
Wells Fargo Financial System Minnesota, Inc.
Wells Fargo Financial System Virginia, Inc.
Wells Fargo Financial Tennessee 1, LLC
Wells Fargo Financial Tennessee, Inc.
Wells Fargo Financial Texas, Inc.
Wells Fargo Financial Utah, Inc.
Wells Fargo Financial Vermont, Inc.
Wells Fargo Financial Virginia, Inc.
Wells Fargo Financial Washington 1, Inc.
Wells Fargo Financial Washington, Inc.
Wells Fargo Financial West Virginia, Inc.
Wells Fargo Financial Wisconsin, Inc.
Wells Fargo Financial Wyoming, Inc.
Wells Fargo Financial, Inc.
Wells Fargo Financing Corporation
Wells Fargo Foothill, Inc.
Wells Fargo Foothill, LLC
Wells Fargo Funding, Inc.
Wells Fargo Funds Distributor, LLC
Wells Fargo Funds Management (Ireland) Limited
Wells Fargo Funds Management, LLC
Wells Fargo Home Mortgage of Hawaii, LLC
Wells Fargo Housing Advisors, Inc.
Wells Fargo HSBC Trade Bank, National Association
Wells Fargo India Solutions Private Limited
Wells Fargo Institutional Funding, LLC
Wells Fargo Institutional Securities, LLC
Wells Fargo Insurance Agency of Michigan, Inc.
Wells Fargo Insurance Nevada, Inc.
Wells Fargo Insurance Services Mountain West, Inc.
Wells Fargo Insurance Services Northeast, Inc.
Wells Fargo Insurance Services Northwest, Inc.
Wells Fargo Insurance Services of Alabama, Inc.
Wells Fargo Insurance Services of Alaska, Inc.
Wells Fargo Insurance Services of Arizona, Inc.
Wells Fargo Insurance Services of Illinois, Inc.
Wells Fargo Insurance Services of Indiana, LLC
Wells Fargo Insurance Services of Kentucky, Inc.
Wells Fargo Insurance Services of Minnesota, Inc.
Wells Fargo Insurance Services of Nevada, Inc.
Wells Fargo Insurance Services of North Carolina, Inc.
Wells Fargo Insurance Services of Ohio, LLC
Wells Fargo Insurance Services of Oregon, Inc.
Wells Fargo Insurance Services of Pennsylvania, Inc.
Wells Fargo Insurance Services of Tennessee, Inc.
Wells Fargo Insurance Services of Texas, Inc.
Wells Fargo Insurance Services of West Virginia, Inc.
Wells Fargo Insurance Services Southeast, Inc.
Wells Fargo Insurance Services, Inc.
Wells Fargo Insurance Wyoming, Inc.
Wells Fargo Insurance, Inc.
Jurisdiction of
Incorporation
or Organization
Delaware
South Carolina
South Dakota
Florida
Minnesota
Virginia
Tennessee
Tennessee
Texas
Utah
Vermont
Virginia
Washington
Washington
West Virginia
Wisconsin
Wyoming
Iowa
California
California
Delaware
Minnesota
Delaware
Ireland
Delaware
Delaware
California
United States
India
Delaware
Delaware
Michigan
Nevada
Colorado
New Jersey
Washington
Alabama
Alaska
Arizona
Illinois
Indiana
Kentucky
Minnesota
Nevada
North Carolina
Ohio
Oregon
Pennsylvania
Tennessee
Texas
West Virginia
Florida
Delaware
Wyoming
Minnesota
Jurisdiction of
Incorporation
or Organization
Hong Kong
Delaware
Delaware
California
Delaware
Delaware
Minnesota
New Jersey
Delaware
Delaware
Delaware
Delaware
Minnesota
Delaware
United Kingdom
Florida
California
Delaware
Delaware
West Virginia
Delaware
Hawaii
Delaware
United States
Delaware
Delaware
Montana
Washington
Wyoming
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Subsidiary
Wells Fargo International Commercial Services Limited
Wells Fargo Investment Group, Inc.
Wells Fargo Investments, LLC
Wells Fargo of California Insurance Services, Inc.
Wells Fargo Private Client Funding, Inc.
Wells Fargo Private Investment Advisors, LLC
Wells Fargo Properties, Inc.
Wells Fargo RE, Inc.
Wells Fargo Real Estate Capital Investments, LLC
Wells Fargo Real Estate Tax Services, LLC
Wells Fargo Retail Finance II, LLC
Wells Fargo Retail Finance, LLC
Wells Fargo Rural Insurance Agency, Inc.
Wells Fargo Securities, LLC
Wells Fargo Securitisation Services Limited
Wells Fargo Servicing Solutions, LLC
Wells Fargo Small Business Investment Company, Inc.
Wells Fargo Structured Lending, LLC
Wells Fargo Student Loans Receivables I, LLC
Wells Fargo Third Party Administrators, Inc.
Wells Fargo Ventures, LLC
Wells Fargo, Ltd.
WF Deferred Compensation Holdings, Inc.
WF National Bank South Central
WF/TW Mortgage Venture, LLC
WFC Holdings Corporation
WFI Insurance Agency Montana, Inc.
WFI Insurance Agency Washington, Inc.
WFI Insurance Agency Wyoming, Inc.
WF-KW, LLC
WFLC Subsidiary, LLC
Whippet Funding, LLC
Windward Home Mortgage, LLC
Winmark Financial, LLC
Yucca Asset Management, Inc.
Date
Other Fili
ngs
List All
Filings
1.
Organization
The Thirty-Eight Hundred Fund, LLC (the Fund) (previously Jerboa Funding, LLC)
was formed as a limited liability company under the laws of the State of Delaware on
April 15, 2003. On December 28, 2007, the Fund changed its name and filed a registration
statement under the Investment Company Act of 1940 (the 1940 Act) as a nondiversified, closed-end management investment company. The Fund commenced full scale
investment activities on February 14, 2008. The Fund currently has one direct beneficial
owner, Thirty-Eight Hundred Investments Limited (the Feeder Fund), a Cayman
Islands exempted company, that owns all of the outstanding common shares. In turn, all
of the common shares are indirectly beneficially owned by Wells Fargo & Company
(Wells Fargo). The Feeder Fund may from time to time make additional paid-in capital
contributions to the Fund without receiving additional common shares. These additional
capital contributions are reflected on the Statements of Changes in Net Assets as
contributed additional paid-in capital. The Fund has no present intention of offering
additional common shares.
The Funds primary investment objective is to maximize total returns while seeking to
maintain relative stability of principal and adequate liquidity.
Description
Pages
N-CSR
HTML
Size
1,095K
11/30/09
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4/29/10 Thirty Eight Hundred Fund LLC
Merrill Corp-MD/FA
N-Q
2/28/10
1: N-Q.................
2:203
Quarterly Schedule of Portfolio
Holdings
of a Management Investment
Company -- HTML
N-Q 1st Page of 199
No Page-Breaks
N-CSR
11/30/09
1: N-CSR...............
Report of a
Management Investment Company
-- HTML
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM N-PX
ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED
MANAGEMENT
INVESTMENT COMPANY
Investment Company Act file number 811-22158
89169-0925
(Zip code)
Joseph R. York
The Thirty-Eight Hundred Fund, LLC
3800 Howard Hughes Parkway
Suite 900
Las Vegas, NV 89169-0925
(Name and address of agent for service)
Registrants telephone number, including area code: 702-791-6346
Date of fiscal year end: November 30
Date of reporting period: June 30, 2008
Form N-PX is to be used by a registered management investment company, other than a small business investment company registered on
Form N-5 ( 239.24 and 274.5 of this chapter), to file reports with the Commission, not later than August 31 of each year, containing the
registrants proxy voting record for the most recent twelve-month period ended June 30, pursuant to section 30 of the Investment Company
Act of 1940 and rule 30b1-4 thereunder (17 CFR 270.30b1-4). The Commission may use the information provided on Form N-PX in its
regulatory, disclosure review, inspection, and policymaking roles.
A registrant is required to disclose the information specified by Form N-PX, and the Commission will make this information public. A registrant
is not required to respond to the collection of information contained in Form N-PX unless the Form displays a currently valid Office of
Management and Budget (OMB) control number. Please direct comments concerning the accuracy of the information collection burden
estimate and any suggestions for reducing the burden to the Secretary, Securities and Exchange Commission, 450 Fifth Street, NW,
Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. 3507.
SIGNATURES
Signature page for the filing of the annual report of the proxy voting record of registered management investment company (Form N-PX).
Pursuant to the requirements of the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
(Registrant) The Thirty-Eight Hundred Fund, LLC
By:
Name:
Title:
Date:
By:
Name:
Title:
Date:
structured
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1/29/10 Thirty Eight Hundred Fund LLC
Bny Hamilton Funds Inc
NSAR-B
1:
2:
3:
4:
5:
11/30/09
NSAR-B..............
EX-99.77B ACCT LTTR.
EX-99.77C VOTES.....
EX-99.77I NEW SECUR.
EX-99.77Q1 OTHR EXHB
5:61
Answer File -- 10 pages
Internal Control Letter -- 2 pages
Miscellaneous Exhibit -- 1 page
New Securities -- 7 pages
Other Exhb. -- 41 pages
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Line 1,916:
Director, fax: +44 20 7116 7578 and Barclays Capital at c/o
Structured Capital Markets, 5 The North Colonnade, Canary
Wharf, London E14 4BB, United Kingdom, Attention: Head of
5/30/08 Thirty Eight Hundred Fund LLC
RR Donnelley/FA
POS AMI
1: POS AMI.............
13:145
The Thirty-Eight Hundred Fund,
Llc. -- HTML
POS AMI 1st Page of 43
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Line 292: The Fund seeks to achieve its investment objective by investing, under normal market
conditions, primarily in discounted and interest-bearing fixed income instruments exclusively of U.S.
issuers, including: corporate debt instruments; inflation-indexed bonds; adjustable rate debt instruments;
structured notes; loan participation agreements and assignments; delayed funding loans and revolving
credit facilities; commercial paper; bank certificates of deposit, fixed time deposits and bankers
acceptances; repurchase agreements and reverse repurchase agreements; mortgage-related and ...
Line 319: ... adjustment in the interest rate paid on the obligations. While adjustable rate debt
instruments may provide a certain degree of protection against rises in interest rates, the Fund will
participate in any declines in interest rates as well. The Fund also may invest in inverse adjustable rate
securities, which are securities that pay interest at rates that vary inversely with changes in prevailing
interest rates and which represent a leveraged investment in an underlying security. Structured Notes. The
Fund may utilize structured notes and similar instruments for investment purposes and also for hedging.
Structured notes are privately negotiated debt obligations whose principal and/or interest is determined by
reference to the performance of a benchmark (an embedded index), such as selected securities, an index
of securities or specified interest rates, or the differential performance of two assets or markets. The
principal and/or interest payments that may be made on a structured product may vary widely, depending
on a variety of factors, including the volatility of the embedded index and the effect of changes in the
embedded index on principal and/or interest payments. Asset-Backed Securities (Including MortgageBacked ...
Line 462: ... accurately predicts the delinquency, foreclosure or loss experience of any particular pool of
loans. Mortgage loans on commercial properties underlying MBS often are structured so that a substantial
portion of the loan principal is not amortized over the loan term but is payable at maturity and repayment
of the loan principal, and thus, often depends upon the future availability of real estate financing from the
existing or an alternative lender and/or upon the current value and salability of the real estate. Therefore,
the unavailability of real estate financing may lead to default. Most commercial mortgage ...
2: EX-99.G.............
3: EX-99.H.1...........
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Form of Distribution Agreement
4: EX-99.H.2...........
Agreement
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EX-99.H.2 1st Page of 9
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Line 331: ... delivered by facsimile or other electronic transmission or mailed by certified or registered
mail, postage prepaid, if to Barclays, to Barclays at c/o Barclays Wealth, One Churchill Place, London E14
5HP, United Kingdom, Attention: Head of Balance Sheet, Managing Director, fax: +44 20 7116 7578, with a
copy to Barclays at c/o Structured Capital Markets, Barclays Capital, 5 The North Colonnade, Canary Wharf,
London, E14 4BB, United Kingdom, Attention: Head of Portfolio Management Unit, fax: +44 20 7773 1868,
and if to the Company , to the Company at 3800 Howard Hughes Parkway, Suite 900, Las Vegas , Nevada
89169-0925 , Attn: Joseph R. York, fax: +1 702 791 6452. Notice to such party shall be deemed given on
the earlier of the date ...
5: EX-99.J.............
6: EX-99.K.1...........
7: EX-99.K.2...........
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Form of Service Agreement for
8: EX-99.K.3...........
Services -- HTML
Form of Compliance Services
9: EX-99.K.4...........
Accounting Agreement
Transfer Agent
Agreement -- HTML
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10: EX-99.K.5...........
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EX-99.K.5 1st Page of 22
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Line 947: Company at 39/41 Broad Street, St. Helier, Jersey JE4 8PU, Channel Islands, with a copy to
Barclays, at c/o Barclays Wealth, One Churchill Place, London E14 5HP, United Kingdom, Attention: Head of
Balance Sheet, Managing Director, fax: +44 20 7116 7578, and another copy to Barclays at c/o Structured
Capital Markets, Barclays Capital, 5 The North Colonnade, Canary Wharf, London E14 4BB, United Kingdom,
Attention: Head of Portfolio Management Unit, fax: +44 20 7773 1868, and will be deemed to have been
given upon receipt. 16. Governing Law and Jurisdiction. (a) Upon issuance of the Notes, performance and
enforcement ...
11: EX-99.K.6...........
12: EX-99.N.............
13: EX-99.R.4...........
GRAPHIC.............
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5/30/08 Thirty Eight Hundred Fund LLC
RR Donnelley/FA
POS AMI
1: POS AMI.............
Llc. -- HTML
13:145
The Thirty-Eight Hundred Fund,
2: EX-99.G.............
3: EX-99.H.1...........
-- HTML
Form of Distribution Agreement
4: EX-99.H.2...........
5: EX-99.J.............
6: EX-99.K.1...........
7: EX-99.K.2...........
-- HTML
Form of Service Agreement for
8: EX-99.K.3...........
Services -- HTML
Form of Compliance Services
9: EX-99.K.4...........
Agreement
-- HTML
-- HTML
Accounting Agreement
Transfer Agent
Agreement -- HTML
-- HTML
10: EX-99.K.5...........
11: EX-99.K.6...........
12: EX-99.N.............
13: EX-99.R.4...........
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Line 607: Bjurman, Barry Funds BNY Hamilton Funds BNY/Ivy Multi-Strategy Hedge Fund LLC Capital One
Funds Commonwealth International Series Trust Coventry Group (consisting of the First Source Monogram,
Pathmaster, UST Boston, and Signal) Coventry Funds Trust (formerly Variable Insurance Funds) First Focus
Funds GMO Trust HSBC Investor Funds HSBC Advisers Funds Ivy Long/Short Hedge Fund LLC Lou Holland
Trust Munder Series Trust Munder Series Trust II Pacific Capital (including CATS and Hawaiian Trust) Paypal
(x.com) Performance Funds PNC Funds RMR Series Trust STI Classic Funds STI Classic Variable Insurance
Funds The 3800 Fund The Blue Fund Group Vintage Mutual Funds ...
Line 775: Bjurman, Barry Funds BNY Hamilton Funds BNY/Ivy Multi-Strategy Hedge Fund LLC Capital One
Funds Commonwealth International Series Trust Coventry Group (consisting of the First Source Monogram,
Pathmaster, UST Boston, and Signal) Coventry Funds Trust (formerly Variable Insurance Funds) First Focus
Funds GMO Trust HSBC Investor Funds HSBC Advisers Funds Ivy Long/Short Hedge Fund LLC Lou Holland
Trust Munder Series Trust Munder Series Trust II Pacific Capital (including CATS and Hawaiian Trust) Paypal
(x.com) Performance Funds PNC Funds RMR Series Trust STI Classic Funds STI Classic Variable Insurance
Funds The 3800 Fund The Blue Fund Group Vintage Mutual Funds ...
GRAPHIC.............
GRAPHIC.............
GRAPHIC.............
g93049image001.jpg -- 10K
g93049img001.jpg -- 3K
g93049img1.jpg -- 3K
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N-PX
6/30/08
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Agent
12/28/07 Thirty Eight Hundred Fund LLC
Willkie Fa..Gallagher/FA
N-8A
12/28/07
Issuer
1:4
Description
Pages
Notice of Registration
Size
10K
1st Page
Item 1. Exact Name of Registrant
Item 2. Name of state under laws of which registrant was
organized or created and the date of such organization and
creation
Item 3. Form of organization of registrant (for example,
corporation, partnership, trust, joint stock company,
association, fund)
Item 4. Classification of registrant (face-amount certificate
company, unit investment trust, or management company)
Item 5. If registrant is management company:
Item 6. Name and address of each investment adviser of
registrant
Item 7. If registrant is an investment company having a
board of directors, state the name and address of each
officer and director of registrant
Item 8. If registrant is an unincorporated investment
company not having a board of directors:
Not applicable
Item 9. (a). State whether registrant is currently issuing and
offering its securities directly to the public (yes or no)
Yes
Item 10. State the current value of registrant's total assets
Item 12. Attach as an exhibit a copy of the registrant's last
regular periodic report to its security holders, if any
(alphabetic)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-8A
NOTIFICATION OF REGISTRATION
FILED PURSUANT TO SECTION 8(a) OF THE
INVESTMENT COMPANY ACT OF 1940
The undersigned investment company hereby notifies the Securities and
Exchange Commission that it registers under and pursuant to the provisions of
Section 8(a) of the Investment Company Act of 1940 and in connection with such
notification of registration submits the following information:
________________________________
Name:
Address of Principal Business Office (No. & Street, City, State, Zip Code):
3800 Howard Hughes Parkway, Suite 900
Las Vegas, Nevada 89169-0925
Telephone Number (including area code): 702-791-6346
Name and address of agent for service of process:
Joseph R. York
President and Chief Executive Officer
The Thirty-Eight Hundred Fund, LLC
3800 Howard Hughes Parkway, Suite 900
Las Vegas, Nevada 89169-0925
Copies to:
Stacy H. Winick, Esq.
Eric S. Purple, Esq.
Bell, Boyd & Lloyd LLP
1615 L Street, N.W., 1200
Washington, DC 20036
(202) 466-6300
Check Appropriate Box:
Registrant is filing a Registration Statement pursuant to Section 8(b)
of the Investment Company Act of 1940 concurrently with the filing of Form
N-8A: Yes [ ]
No [X]
N-8A
Item 1.
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Joseph R. York
Garth H. Wahlberg
N-8A
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(d) State whether the registrant has any securities currently issued
and outstanding (yes or no).
Yes
(e) If the answer to Item 9(d) is "yes," state as of a date not to
exceed ten days prior to the filing of this notification of registration the
number of beneficial owners of registrant's outstanding securities (other than
short-term paper) and the name of any company owning 10 percent or more of
registrant's outstanding voting securities.
The registrant currently has one beneficial owner, Thirty-Eight
Hundred Investments Limited. All of the shares of the registrant
are indirectly beneficially owned by Wells Fargo & Company.
Item 10.
$191,993,200.84
Item 11. State whether registrant has applied or intends to apply for a license
to operate as a small business investment company under the Small Business
Investment Act of 1958 (yes or no).
No
Item 12. Attach as an exhibit a copy of the registrant's last regular periodic
report to its security holders, if any.
Not applicable
- 3 -
N-8A
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SIGNATURES
Pursuant to the requirements of the Investment Company Act of 1940, the
registrant has caused this notification of registration to be duly signed on its
behalf in the City of Las Vegas and State of Nevada on the 28th day of December,
2007.
The Thirty-Eight Hundred Fund, LLC
[SEAL]
By:
Date
First
4/15/03
12/28/07
Last
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2/28/10
2:203
Description
Pages
Size
HTML
886K
HTML
21K
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Exhibit 99.CERT
CERTIFICATIONS
I, Joseph R. York, certify that:
1. I have reviewed this report on Form N-Q of The Thirty-Eight Hundred Fund, LLC (the Registrant);
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by
this report;
3. Based on my knowledge, the schedules of investments included in this report fairly present in all material respects the investments of the
Registrant as of the end of the fiscal quarter for which the report is filed;
4. The Registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in
Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the
Investment Company Act of 1940) for the Registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,
to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the Registrants disclosure controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report, based on such
evaluation; and
(d) Disclosed in this report any change in the Registrants internal control over financial reporting that occurred during the Registrants most
recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Registrants internal control over financial
reporting; and
5. The Registrants other certifying officer and I have disclosed to the Registrants auditors and the audit committee of the Registrants board of
directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are
reasonably likely to adversely affect the Registrants ability to record, process, summarize, and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrants internal
control over financial reporting.
Date: April 28, 2010
/s/ Joseph R. York
Joseph R. York
Chief Executive Officer
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-Q
QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED
MANAGEMENT INVESTMENT COMPANY
Investment Company Act file number
811-22158
The Thirty-Eight Hundred Fund, LLC
(Exact name of registrant as specified in charter)
89169-0925
(Zip code)
Joseph R. York
The Thirty-Eight Hundred Fund, LLC
3800 Howard Hughes Parkway
Suite 900
Las Vegas, NV 89169-0925
(Name and address of agent for service)
Registrants telephone number, including area code:
(702) 791-6346
November 30
Form N-Q is to be used by management investment companies, other than small business investment
companies registered on Form N-5 ( 239.24 and 274.5 of this chapter), to file reports with the Commission, not
later than 60 days after the close of the first and third fiscal quarters, pursuant to rule 30b1-5 under the
Investment Company Act of 1940 (17 CFR 270.30b1-5). The Commission may use the information provided on
Form N-Q in its regulatory, disclosure review, inspection, and policymaking roles.
A registrant is required to disclose the information specified by Form N-Q, and the Commission will make this
information public. A registrant is not required to respond to the collection of information contained in Form N-Q
unless the Form displays a currently valid Office of Management and Budget (OMB) control number. Please
direct comments concerning the accuracy of the information collection burden estimate and any suggestions for
reducing the burden to the Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC
20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C.
3507.
Description
Value
15,963,409
19,818,001
25,347,842
19,516,970
16,569,000
19,968,098
10,652,455
7,081,141
31,684,756
17,247,348
496,105
7,557,469
9,389,454
5,459,063
18,966,086
16,045,591
11,733,955
13,424,406
5,709,623
11,260,295
4,153,836
19,244,619
6,561,403
4,614,837
4,819,034
23,922,629
21,360,198
20,584,323
24,149,010
39,114,117
17,921,151
13,839,002
26,960,223
4,314,550
17,705,636
38,382,518
4,739,481
4,798,086
5,485,251
5,093,677
13,768,468
5,275,366
27,605,044
12,782,909
25,283,471
20,962,758
5,324,270
5,939,722
2,579,152
27,236,736
11,341,381
5,582,431
207,358
12,860,017
16,834,091
20,898,922
26,724,988
20,577,326
17,469,192
21,052,963
11,231,202
7,465,859
33,406,186
18,184,395
523,059
7,968,065
9,899,583
5,755,653
19,996,512
16,917,347
12,371,460
14,153,753
6,019,826
11,872,066
4,379,514
20,290,177
6,917,883
4,865,561
5,080,852
25,222,343
22,520,695
21,702,667
25,461,023
41,239,184
18,894,806
14,590,873
28,424,970
4,548,959
18,667,581
40,467,837
4,996,977
5,058,766
5,783,264
5,370,416
14,516,508
5,561,976
29,104,824
13,477,403
26,657,120
22,101,662
5,613,537
6,262,426
2,719,277
28,716,506
11,957,557
5,885,724
218,624
13,558,700
3,745,326
5,378,774
50,055,374
7,755,948
3,647,102
70,887,596
45,533,523
61,734,450
9,926,764
13,721,015
7,865,647
14,754,082
4,401,891
31,775,469
13,553,781
18,554,858
8,064,553
40,316,703
21,853,118
6,277,609
8,732,545
8,489,847
12,186,846
11,014,577
18,503,249
22,175,025
31,580,737
See Notes to Quarterly Portfolio of Investments.
1
3,948,809
5,671,002
52,774,878
8,177,328
3,845,249
74,738,913
48,007,355
65,088,477
10,466,084
14,466,477
8,292,987
15,555,670
4,641,045
33,501,827
14,290,157
19,562,941
8,502,700
42,507,107
23,040,396
6,618,671
9,206,983
8,951,100
12,848,956
11,612,997
19,508,528
23,379,793
33,296,516
Principal
Amount
Description
25,989,344
13,430,391
97,117,462
14,458,423
8,508,476
7,426,193
21,300,082
25,424,099
Value
27,401,342
14,160,063
102,393,845
15,243,948
8,970,741
7,829,658
22,457,313
26,805,388
1,617,923,884
16,173,006
15,324,594
6,076,570
6,019,263
9,829,826
9,467,351
19,052,301
17,647,577
25,223,736
20,566,695
11,351,270
9,095,376
14,206,442
13,791,347
9,530,000
8,808,102
20,618,756
20,083,650
18,487,317
18,013,679
67,952,754
62,583,012
16,894,218
16,314,267
37,141,331
33,770,681
16,032,032
14,928,225
3,081,560
2,937,105
21,845,248
20,676,632
5,494,254
5,543,326
15,259,590
14,148,501
59,135,046
58,108,539
149,051,170
117,044,220
82,247,280
81,166,822
7,351,797
6,717,701
18,730,070
15,795,780
26,877,398
24,907,253
27,510,985
26,103,713
8,477,544
7,825,832
22,819,951
18,958,386
23,623,390
19,862,102
17,595,185
16,564,507
16,945,967
16,443,882
Principal
Amount
Description
8,426,538
Value
7,978,320
10,377,277
9,231,380
12,532,030
11,505,921
30,729,758
28,058,912
36,881,135
24,948,277
19,119,093
17,775,346
5,000,000
4,234,183
11,742,100
10,875,296
7,708,188
7,549,248
22,128,718
20,440,777
144,911,809
137,531,291
16,213,668
14,773,818
47,664,511
47,655,832
103,289,385
90,542,907
23,933,444
22,458,213
62,741,145
57,003,342
6,042,260
6,038,293
15,034,415
13,610,954
14,715,999
12,593,123
10,577,000
9,819,743
16,250,000
14,288,982
35,611,762
32,790,641
30,022,593
26,029,919
10,506,587
10,496,959
633,036,423
635,383,342
10,487,732
9,228,542
11,919,288
9,613,331
43,892,373
35,504,874
14,508,100
12,431,779
24,459,641
23,539,352
13,445,193
11,708,015
1,253,536
1,176,841
4,590,768
3,959,853
14,765,884
12,560,688
Principal
Amount
Description
3,721,357
Value
3,263,497
4,908,948
4,915,451
11,491,610
11,525,301
11,902,892
11,642,060
6,856,727
6,472,955
3,537,716
3,046,603
11,696,540
11,467,680
36,231,949
36,033,825
65,817,771
59,336,432
38,288,813
32,192,514
24,628,232
21,199,520
39,500,000
35,460,047
14,737,706
12,151,706
12,360,546
8,895,187
8,516,997
7,809,681
39,499,626
33,013,045
36,423,740
29,349,565
25,873,839
21,805,985
22,476,505
20,134,030
24,429,257
24,562,855
81,408,769
80,658,278
30,131,460
26,725,478
2,614,218,109
27,695,000
28,467,311
2,710,000
2,340,510
29,675,000
28,169,228
2,495,000
1,740,901
6,000,000
6,016,813
15,555,000
15,312,443
5,000,000
5,221,542
2,600,000
1,746,381
2,170,000
2,233,157
5,000,000
3,082,760
51,123,000
47,324,418
12,500,000
9,564,151
103,572,000
97,928,548
20,000,000
19,206,742
Principal
Amount
Description
7,500,000
Value
7,124,306
54,350,000
54,859,461
75,000,000
71,386,710
77,612,805
75,057,171
20,000,000
20,401,370
14,500,000
14,788,448
79,668,000
72,084,029
6,770,500
5,025,967
4,050,000
3,884,553
34,500,000
35,861,487
128,891,353
125,137,779
2,200,000
2,065,043
12,500,000
11,680,599
10,000,000
8,796,212
12,500,000
10,478,121
12,782,500
10,714,655
73,851,268
69,420,192
317,906,621
308,369,422
299,097,997
293,116,037
165,691,413
165,691,413
2,850,000
2,636,704
168,812,537
142,888,857
157,295,000
137,094,799
57,000,000
50,786,515
102,660,000
101,775,656
52,162,500
49,554,756
25,000,000
23,783,825
12,500,000
12,668,133
10,000,000
6,336,487
7,550,000
7,667,193
113,554,500
113,596,016
10,000,000
5,928,040
19,968,000
20,198,596
6,000,000
5,959,742
14,530,000
13,480,860
Principal
Amount
Description
50,000,000
Value
43,834,255
105,915,000
99,486,828
14,815,000
14,064,872
50,000,000
48,121,200
16,582,500
12,176,394
1,275,000
1,304,164
7,500,000
7,544,656
37,500,000
34,709,640
11,624,000
8,480,640
18,095,000
16,863,793
186,017,500
177,099,021
11,700,000
11,610,887
10,000,000
8,618,500
51,059,500
47,355,889
35,557,000
29,449,157
48,160,000
40,796,702
131,633,000
122,657,512
36,171,000
33,274,336
69,750,000
70,794,485
2,476,000
2,274,471
16,000,000
16,806,034
23,950,000
23,749,733
4,975,000
3,113,141
45,415,000
42,792,043
104,360,000
95,634,586
25,000,000
18,362,228
44,375,000
39,191,414
14,875,000
13,842,937
86,936,200
81,745,865
12,750,000
8,894,206
106,540,000
107,185,110
50,000,000
52,015,480
12,800,000
13,400,832
20,000,000
15,420,114
3,691,325,184
642,164,866
660,871,770
Principal
Amount
Description
522,011,072
Value
549,368,106
16,000,000
15,911,546
1,500,000
1,529,134
12,000,000
11,933,659
1,239,614,215
520,000
508,017
5,000,000
4,937,465
8,000,000
7,755,418
50,000,000
48,798,280
20,355,000
18,798,132
15,000,000
16,153,633
2,400,000
2,334,142
25,000,000
24,871,287
5,500,000
5,176,092
9,194,000
9,039,282
46,511,000
44,627,663
10,000,000
9,909,143
35,700,000
40,202,423
6,000,000
5,776,910
31,560,000
31,352,815
25,640,000
25,415,435
30,000,000
29,315,736
40,645,000
37,138,113
1,000,000
889,431
10,900,000
11,329,202
25,000,000
26,568,212
15,000,000
15,990,996
5.65%, 9/20/19
Series 2008-A2, Class A2
1.38%, 1/23/20 (b)
MBNA Credit Card Master Note Trust
Series 2002-C3, Class C3
1.58%, 10/15/14 (b)
Series 2006-C2, Class C2
0.53%, 8/15/13 (b)
Series 2006-C3, Class C3
0.52%, 10/15/13 (b)
MBNA Credit Card Master Trust II
Series 1997-B, Class A
0.39%, 8/15/14 (b)
Sonic Capital, LLC
Series 2006-1A, Class A2
5.10%, 12/20/31 (c)
Total Credit Card Backed Securities
(Cost $456,183,520)
30,000,000
33,367,950
6,965,000
7,186,391
5,000,000
4,893,980
6,000,000
5,891,823
15,526,000
15,186,772
38,000,000
37,520,292
35,859,600
34,516,095
555,451,130
Principal
Amount
Description
2,000,000
Value
2,012,500
5,000,000
5,287,800
5,000,000
5,000,000
5,316,785
4,791,155
10,107,940
20,000,000
3,460,000
22,999,840
3,217,800
10,000,000
38,000,000
9,960,030
42,322,006
10,000,000
9,809,410
88,309,086
4,000,000
4,660,196
5,000,000
5,331,385
4,000,000
4,155,000
3,000,000
3,213,339
7,368,339
5,000,000
6,190,290
45,000,000
51,301,035
5,000,000
4,000,000
5,319,625
4,241,152
9,560,777
65,000,000
50,000,000
73,089,900
56,542,700
10,000,000
10,158,540
15,000,000
5,500,000
14,864,160
5,425,497
10,000,000
8,968,510
169,049,307
15,000,000
18,325,995
10,000,000
10,145,690
10,000,000
11,406,410
10,000,000
9,950,000
20,000,000
22,025,840
43,382,250
5,100,000
5,155,529
Principal
Amount
Description
4,000,000
Value
3,740,000
12,000,000
14,088,552
29,600,000
30,926,080
7,945,000
8,281,232
10,918,000
11,149,483
15,000,000
15,305,745
10,000,000
10,426,980
1,650,000
1,638,670
5,000,000
5,368,365
3,000,000
3,156,168
11,000,000
10,218,560
10,000,000
10,597,620
4,000,000
4,401,576
10,000,000
10,299,420
1,350,000
1,286,346
1,000,000
1,067,358
2,000,000
10,000,000
2,036,514
10,504,760
10,000,000
10,843,410
165,336,839
20,000,000
24,673,820
8,000,000
5,000,000
8,854,768
5,311,090
5,000,000
5,587,285
19,753,143
25,000,000
25,524,250
5,740,000
5,740,000
10,000,000
11,030,220
16,770,220
7,000,000
7,632,142
5,000,000
6,313,315
5,000,000
5,483,095
11,796,410
4,805,185
5,603,519
16,000,000
18,263,184
19,808,276
22,906,489
Principal
Amount
Description
5,000,000
6,250,000
Value
5,196,885
6,704,106
53,070,664
766,349,126
3,650,000
3,748,214
3,800,000
3,721,059
10,000,000
10,605,350
5,000,000
5,323,850
6,000,000
6,504,552
10,000,000
11,050,320
1,375,000
1,320,781
1,900,000
6,345,000
1,945,608
6,565,990
50,785,724
8,526,802
8,519,699
CHEMICALS 0.6%
Ashland, Inc., Term Loan B, 7.65%, 5/13/14 (b)
Celanese Holdings, LLC, Dollar Term Loan, 2.00%, 4/02/14 (b)
ISP Chemco, Inc., New Term Loan B, 2.00%, 6/04/14 (b)
Nalco Co., Term Loan B, 2.06%, 11/04/10 (b)
Rockwood Specialties Group, Inc., Term Loan H, 6.00%, 5/15/14 (b)
1,643,886
11,842,717
13,363,454
2,381,767
40,098,812
1,662,380
11,351,457
12,678,577
2,369,858
40,219,108
68,281,380
896,022
13,624,606
74,394
2,605,693
1,682,825
9,144,958
854,733
12,996,785
74,324
2,603,252
1,641,956
8,922,864
27,093,914
4,897,959
4,720,408
5,905,877
5,904,069
5,904,069
2,962,025
5,614,274
5,612,556
5,612,556
2,867,874
19,707,260
19,697,733
15,758,186
2,665,972
5,266,337
2,539,339
5,016,186
7,555,525
HEALTH CARE EQUIPMENT & SUPPLIES 0.3%
Bausch & Lomb Inc., Delayed Draw Term Loan, 3.50%, 4/24/15 (b)
Bausch & Lomb Inc., Parent Term Loan, 3.50%, 4/24/15 (b)
Biomet, Inc., Dollar Term Loan, 3.23% - 3.25%, 9/25/13 (b)
Fresenius Medical Care AG & Co. KGaA, Term Loan B, 1.62% - 1.63%, 3/31/13 (b)
757,667
3,120,000
19,742,501
16,583,587
725,676
2,988,267
19,096,388
16,669,955
39,480,286
3,694,993
2,753,105
707,577
191,561
2,046,263
3,489,651
2,661,909
673,672
182,382
1,948,212
8,955,826
2,564,854
4,362,009
2,474,210
4,207,851
6,682,061
Principal
Amount
Description
20,000,000
Value
20,106,000
2,863,980
2,000,000
2,762,847
1,924,166
4,687,013
20,656,026
18,539,940
2,279,319
1,460,565
10,482,309
7,909,708
2,226,040
1,448,224
10,237,285
7,891,911
21,803,460
271,890,958
Shares
359,721,987
400,000,000
359,721,987
400,000,000
759,721,987
11,567,280,317
(145,426,012)
11,421,854,305
(a) Fannie Mae remains in conservatorship since the Federal Housing Finance Agency put it there on September 7, 2008.
(b) Floating rate security. Rate disclosed was in effect at February 28, 2010.
(c) Security exempt from registration under Rule 144A of the Securities Act of 1933. This security may be resold in transactions that are exempt
from registration, normally to qualified institutional buyers. At February 28, 2010, the value of these securities amounted to $2,977,624,247 or
26.1% of net assets.
(d) Security fair-valued in accordance with procedures established by the Valuation Committee under the general supervision of the Board of
Directors. At February 28, 2010, the value of these securities amounted to $1,210,239,876 or 10.6% of net assets.
(e) Illiquid security. At February 28, 2010, the value of these securities amounted to $1,210,239,876 or 10.6% of net assets.
(f) Less than 0.05%.
(g) Represents annualized 7-day yield at February 28, 2010.
(h) Cost for Federal income tax purposes is substantially the same as for financial reporting purposes and net unrealized appreciation (depreciation)
consists of:
Aggregate gross unrealized appreciation
Aggregate gross unrealized depreciation
Net unrealized appreciation
$
$
See Notes to Quarterly Portfolio of Investments.
11
825,316,354
(134,110,477)
691,205,877
Level 1
759,721,987
759,721,987
Level 2
Level 3
$ 1,617,923,884
2,614,218,109
3,691,325,184
29,374,339
555,451,130
766,349,126
50,785,724
271,890,958
$ 9,597,318,454
1,210,239,876
$ 1,210,239,876
Total
1,617,923,884
2,614,218,109
3,691,325,184
1,239,614,215
555,451,130
766,349,126
50,785,724
271,890,958
759,721,987
11,567,280,317
Fair value estimates for auto lease backed securities for which limited observable market data is available are based on judgments regarding the
current economic environment, observable spreads of auto loan backed securities, collateral, credit, interest rate risks and other such factors. These
estimates involve significant uncertainties and judgments and cannot be determined with precision. In addition, changes in the underlying
assumptions used in the fair value measurement technique could significantly affect these fair value estimates.
The Investment Adviser reviews the inputs used in the fair valuation of the auto lease backed securities which is currently comprised of 10% on
brokers indicative bids and 90% on spreads calculated by the Investment Adviser that rely on recent market data. The Investment Adviser uses
observable spreads of auto loan backed securities and then adjusts these spread by factors that are related to the differences attributable to the auto
lease backed securities and the differences between domestic and foreign issuers. In addition, the spread is also adjusted for risk and liquidity to
arrive at a fair value of the auto lease backed securities. There have been no changes in the valuation techniques used since the November 30, 2009
annual report.
The following is a reconciliation of assets in which significant unobservable inputs (Level 3) were used in determining fair value:
Auto Lease Backed
Securities
Investments in Securities
$
13
1,658,843,985
(15,677,771)
(432,926,338)
1,210,239,876
Item 2.
(a) The Registrants Chief Executive Officer and Principal Financial Officer have concluded that the Registrants disclosure controls and
procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940 (the Act)) are effective, based on their evaluation
of these disclosure controls and procedures required by Rule 30a-3(b) under the Act as of a date within 90 days of the filing date of this
report.
(b) There were no changes in the Registrants internal controls over financial reporting (as defined in Rule 30a-3(d) under the Act) that
occurred during the Registrants last fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Registrants
internal control over financial reporting.
Item 3.
Exhibits.
Certifications as required by Rule 30a-2(a) under the Act.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the Registrant has duly caused
this report to be signed on its behalf by the undersigned, thereunto duly authorized.
(Registrant)
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed
below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
By: /s/ Joseph R. York
Joseph R.York
Chief Executive Officer
Date:
Date
Other Filings
4/15/03
12/28/07 N-8A, 3
2/14/08 3
9/7/08
11/30/09 NSAR-B, N-CSR
12/1/09
12/15/09
For The Period Ended 2/28/10
4/28/10
Filed On / Filed As Of / Effective As Of 4/29/10
12/15/10
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2/05/10 Thirty Eight Hundred Fund LLC
Merrill Corp-MD/FA
1/29/10 Thirty Eight Hundred Fund LLC
Bny Hamilton Funds Inc
N-CSR
11/30/09
4:256
NSAR-B
11/30/09
5:61
Filing-Type descriptions:
N-CSR Certified Annual Shareholder Report of a Management Investment
Company Form N-CSR.
NSAR- Annual Report of a Money-Management Company Form N-SAR.
B
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number
811-22158
The Thirty-Eight Hundred Fund, LLC
(Exact name of registrant as specified in charter)
89169-0925
(Zip code)
Joseph R. York
The Thirty-Eight Hundred Fund, LLC
3800 Howard Hughes Parkway, Suite 900
Las Vegas, Nevada 89169-0925
(Name and address of agent for service)
Registrants telephone number, including area code:
Date of fiscal year end:
Date of reporting period:
(702) 791-6346
November 30
November 30, 2009
Form N-CSR is to be used by management investment companies to file reports with the Commission not later than 10 days after the transmission to
stockholders of any report that is required to be transmitted to stockholders under Rule 30e-1 under the Investment Company Act of 1940 (17 CFR
270.30e-1). The Commission may use the information provided on Form N-CSR in its regulatory, disclosure review, inspection, and policymaking
roles.
A Registrant is required to disclose the information specified by Form N-CSR, and the Commission will make this information public. A Registrant is
not required to respond to the collection of information contained in Form N-CSR unless the Form displays a currently valid Office of Management
and Budget (OMB) control number. Please direct comments concerning the accuracy of the information collection burden estimate and any
suggestions for reducing the burden to Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549-0609. The
OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. 3507.
Management Commentary
Portfolio of Investments
14
Statement of Operations
15
16
17
18
Financial Highlights
25
26
27
30
Description
18,454,758
21,276,016
29,195,227
20,978,944
17,777,937
21,321,472
11,446,310
7,304,015
34,580,540
20,303,814
541,228
8,103,904
10,057,110
6,307,055
20,109,868
17,325,346
12,841,386
14,253,932
5,963,613
11,879,115
5,046,366
20,903,869
6,943,824
4,965,320
5,120,767
25,853,524
23,870,422
22,309,866
25,913,450
42,361,836
19,526,154
14,811,794
28,528,665
4,617,606
19,082,574
40,992,850
5,185,742
5,504,699
5,504,984
5,114,094
14,655,038
5,528,084
29,402,507
13,788,550
27,225,455
22,495,626
5,836,808
6,455,479
2,707,273
29,753,075
11,818,837
5,994,669
208,153
13,314,012
4,004,415
5,681,686
55,050,476
8,467,192
3,761,372
74,832,771
Value
19,668,014
22,674,748
31,091,777
22,341,756
18,932,809
22,706,534
12,189,873
7,778,490
36,826,925
21,622,769
576,387
8,630,341
10,710,429
6,716,767
21,416,224
18,450,817
13,675,575
15,179,881
6,351,015
12,650,793
5,374,183
22,261,804
7,394,901
5,287,872
5,453,417
27,532,993
25,421,067
23,759,136
27,596,812
45,113,701
20,794,591
15,773,982
30,381,914
4,917,570
20,322,196
43,655,784
5,522,612
5,862,289
5,862,592
5,446,310
15,607,043
5,887,194
31,312,522
14,684,268
28,994,046
23,956,963
6,215,972
6,874,833
2,883,140
31,685,863
12,586,600
6,384,089
221,675
14,178,902
4,264,545
6,050,773
58,626,607
9,017,228
4,005,715
79,693,978
48,660,097
65,778,613
10,575,106
14,886,018
8,471,847
15,225,620
4,771,391
35,314,707
14,117,005
19,626,634
8,307,667
46,238,689
23,074,397
6,793,165
8,963,718
9,075,762
12,711,627
11,761,816
19,775,653
23,597,469
33,978,607
The accompanying notes are an integral part of these financial statements.
2
51,821,103
70,051,653
11,262,074
15,853,028
9,022,186
16,214,690
5,081,345
37,608,784
15,034,059
20,901,599
8,847,341
49,242,398
24,573,332
7,234,455
9,546,009
9,665,332
13,537,386
12,525,875
21,060,298
25,130,383
36,185,889
Principal
Amount
Description
28,575,482
14,020,785
115,745,075
16,699,291
8,657,180
7,884,743
22,541,468
26,832,926
Value
30,431,772
14,931,588
123,263,984
17,784,093
9,219,558
8,396,943
24,005,782
28,576,018
1,774,068,563
17,611,936
15,134,549
7,181,052
7,062,577
26,494,149
20,795,305
12,243,446
8,700,271
15,808,127
15,521,604
3,432,570
3,237,541
23,996,317
22,067,001
6,435,363
6,416,937
16,653,579
15,633,547
16,571,890
14,848,332
156,172,405
124,513,697
88,338,898
85,470,419
8,411,471
7,708,596
19,681,187
16,965,732
27,614,718
25,158,013
31,119,540
29,245,555
8,724,789
8,144,045
23,897,848
20,119,000
25,445,377
21,549,054
19,804,950
18,319,141
18,109,916
15,929,330
5.50%, 12/25/35
Series 2006-4, Class 1A15
6.00%, 2/25/37
GSR Mortgage Loan Trust
Series 2005-AR7, Class 6A1
5.23%, 11/25/35 (b)
IndyMac INDA Mortgage Loan Trust
Series 2007-AR1, Class 2A1
5.77%, 3/25/37 (b)
Jefferies & Co., Inc.
Series 2009-R1, Class 5A1
5.17%, 5/21/36 (b)(c)(e)
J.P. Morgan Mortgage Trust
Series 2003-A1, Class 4A4
4.69%, 10/25/33 (b)
Series 2004-A3, Class 3A3
4.95%, 7/25/34 (b)
The accompanying notes are an integral part of these financial statements.
3
9,028,325
8,065,654
13,642,420
12,299,620
32,472,446
27,226,571
39,836,962
26,507,140
21,287,076
19,676,055
5,000,000
4,215,284
11,742,100
10,366,376
Principal
Amount
Description
8,363,251
Value
8,121,177
23,421,685
21,361,055
153,565,161
141,602,680
17,111,977
15,444,733
50,411,858
49,593,512
108,203,950
95,040,669
24,533,410
22,960,161
6,237,593
5,984,443
16,321,725
14,266,696
10,577,000
9,248,311
16,250,000
13,740,136
37,453,643
32,280,359
11,588,331
11,497,641
675,346,812
664,364,930
10,719,569
9,439,949
12,042,429
9,790,149
45,485,448
35,890,157
15,099,205
12,677,151
24,866,173
23,518,521
14,153,286
12,076,354
1,257,096
1,149,194
4,621,662
3,984,047
15,824,863
11,924,238
3,944,732
3,363,994
5,501,647
5,462,585
12,879,090
12,617,932
12,864,274
12,237,239
7,184,149
6,565,620
3,860,811
3,277,810
12,353,049
11,462,357
39,037,556
35,499,383
69,033,409
60,931,828
52,988,784
46,199,596
26,181,975
22,827,409
50,000,000
37,543,445
15,332,117
12,102,916
Principal
Amount
Description
13,138,834
Value
9,539,404
9,021,295
7,447,054
76,354,693
66,189,974
38,039,915
31,834,653
52,981,441
46,193,194
27,302,902
27,592,995
31,892,982
26,780,945
2,322,523,542
27,695,000
27,072,610
2,710,000
2,193,776
29,675,000
26,698,206
2,495,000
1,798,122
6,000,000
5,750,429
15,555,000
14,713,401
5,000,000
5,025,277
2,600,000
1,664,293
2,170,000
2,118,183
5,000,000
2,807,199
51,123,000
43,797,887
12,500,000
8,087,206
103,572,000
90,899,562
20,000,000
17,493,126
7,500,000
6,462,032
54,350,000
51,402,420
75,000,000
66,261,885
77,612,805
67,462,618
20,000,000
19,008,906
14,500,000
13,693,329
79,668,000
67,149,345
6,770,500
4,399,711
4,050,000
3,797,047
34,500,000
34,254,591
128,891,353
115,116,219
2,200,000
1,855,639
12,500,000
10,514,085
10,000,000
8,236,303
Principal
Amount
Description
12,500,000
Value
9,930,879
12,782,500
10,208,383
77,946,099
73,269,333
341,709,457
331,458,173
322,443,501
315,994,631
176,912,947
176,912,947
2,850,000
2,434,202
168,812,537
135,520,122
157,295,000
127,101,658
57,000,000
46,920,787
102,660,000
93,213,206
52,162,500
44,513,584
25,000,000
21,850,228
12,500,000
11,973,775
10,000,000
6,054,479
7,550,000
7,248,177
113,554,500
107,765,957
10,000,000
5,661,748
19,968,000
18,988,915
6,000,000
5,571,487
14,530,000
12,238,308
50,000,000
38,599,195
105,915,000
91,154,167
14,815,000
12,982,728
50,000,000
43,699,880
16,582,500
10,741,031
1,275,000
1,245,655
7,500,000
7,167,535
37,500,000
31,251,124
11,624,000
7,610,587
18,095,000
15,694,286
186,017,500
162,172,307
11,700,000
10,968,321
10,000,000
7,139,334
51,059,500
43,140,493
35,557,000
27,437,243
48,160,000
38,667,346
131,633,000
116,758,168
Principal
Amount
Description
36,171,000
Value
29,699,426
69,750,000
64,016,320
2,476,000
2,168,585
16,000,000
15,424,773
23,950,000
22,786,123
4,975,000
2,971,971
45,415,000
38,758,442
104,360,000
88,955,796
25,000,000
17,364,705
44,375,000
36,268,349
14,875,000
13,133,542
86,936,200
76,403,227
12,750,000
8,460,560
106,540,000
100,515,515
50,000,000
50,311,485
12,800,000
13,581,846
20,000,000
12,986,774
3,544,801,225
1,004,375,597
1,031,976,842
592,726,679
626,867,143
16,000,000
15,802,662
1,500,000
1,533,132
12,000,000
11,851,997
1,688,031,776
520,000
492,951
5,000,000
4,780,462
8,000,000
7,526,735
50,000,000
47,499,635
20,355,000
17,042,924
15,000,000
15,818,709
2,400,000
2,267,464
25,000,000
24,569,268
5,500,000
4,771,680
9,194,000
8,849,311
Principal
Amount
Description
46,511,000
Value
42,673,094
10,000,000
9,767,580
35,700,000
39,507,805
6,000,000
5,505,289
31,560,000
31,059,720
25,640,000
25,151,825
30,000,000
28,691,496
40,645,000
34,835,651
1,000,000
846,432
10,900,000
11,226,560
25,000,000
26,697,177
15,000,000
16,082,610
30,000,000
33,641,946
6,965,000
6,935,877
5,000,000
4,658,767
6,000,000
5,663,035
15,526,000
14,651,829
38,000,000
37,005,228
36,624,980
34,856,147
543,077,207
2,000,000
1,990,000
5,000,000
5,248,875
5,000,000
5,000,000
5,217,595
4,765,005
9,982,600
20,000,000
3,460,000
22,788,600
2,992,900
10,000,000
38,000,000
9,932,940
42,702,196
10,000,000
9,677,500
88,094,136
4,000,000
4,662,100
5,000,000
5,236,760
5,000,000
4,000,000
5,193,010
4,190,000
Principal
Amount
Description
3,000,000
Value
3,182,307
12,565,317
5,000,000
6,320,105
45,000,000
51,417,090
5,000,000
4,000,000
5,187,960
4,262,584
9,450,544
65,000,000
50,000,000
72,964,255
57,258,700
10,000,000
10,209,300
140,432,255
15,000,000
18,444,030
5,000,000
5,021,700
10,000,000
10,120,770
10,000,000
11,215,700
10,000,000
9,625,000
20,000,000
22,032,960
42,873,660
5,100,000
5,238,450
4,000,000
3,350,000
12,000,000
13,411,020
29,600,000
29,452,000
7,945,000
8,314,435
10,000,000
10,160,920
1,650,000
1,649,716
5,000,000
5,113,430
3,000,000
3,040,350
11,000,000
9,350,000
10,000,000
10,227,780
4,000,000
4,309,684
10,000,000
10,319,150
1,350,000
1,223,277
2,000,000
10,000,000
1,989,166
10,205,480
10,000,000
10,550,630
132,667,038
Principal
Amount
Description
20,000,000
25,052,220
8,000,000
5,000,000
8,840,168
5,309,075
5,000,000
5,519,935
19,669,178
25,000,000
24,736,750
5,740,000
5,804,575
10,000,000
10,894,510
16,699,085
7,000,000
7,529,228
5,000,000
6,164,680
5,000,000
5,473,650
11,638,330
4,805,185
5,650,994
16,000,000
17,829,152
19,891,585
22,579,535
5,000,000
6,250,000
5,215,915
6,663,013
52,287,615
Value
713,028,830
3,650,000
3,656,592
3,800,000
3,602,940
10,000,000
10,325,300
5,000,000
5,182,500
6,000,000
6,338,532
10,000,000
10,665,150
1,375,000
1,328,282
1,900,000
1,854,459
5.35%, 5/01/15
Total Real Estate Investment Trusts
(Cost $46,196,905)
6,345,000
6,225,397
49,179,152
9,816,709
9,783,990
Principal
Amount
Description
1,946,760
11,873,161
13,397,719
2,381,767
35,276,078
Value
1,975,961
11,001,564
12,512,518
2,370,961
35,328,992
63,189,996
896,022
13,624,606
132,960
4,657,009
1,682,825
9,167,878
807,913
12,284,858
127,752
4,474,608
1,540,385
8,391,881
27,627,397
4,910,714
4,530,134
5,921,135
5,919,327
5,919,327
2,969,620
5,486,304
5,484,629
5,484,629
2,808,765
19,264,327
19,748,111
14,586,172
2,665,972
5,279,875
2,474,022
4,899,724
7,373,746
52,172,123
52,329,527
757,667
3,120,000
19,792,993
16,626,662
708,576
2,917,849
18,704,378
16,662,293
38,993,096
3,694,993
2,760,005
709,373
191,561
2,051,524
3,430,801
2,566,805
654,143
176,646
1,891,798
8,720,193
2,564,854
4,771,754
2,347,108
4,366,651
6,713,759
2,871,537
2,000,000
2,663,350
1,842,500
4,505,850
20,656,026
17,569,107
2,571,836
1,793,205
11,827,875
2,440,981
1,755,099
11,226,073
7,930,272
7,751,841
23,173,994
298,361,288
Shares
229,812,211
229,812,211
11,162,883,794
(135,615,494)
11,027,268,300
(a) Fannie Mae remains in conservatorship since the Federal Housing Finance Agency put it there on September 7, 2008
(b) Floating rate security. Rate disclosed was in effect at November 30, 2009.
(c) Security exempt from registration under Rule 144A of the Securities Act of 1933. This security may be resold in transactions that are exempt
from registration, normally to qualified institutional buyers. At November 30, 2009, the value of these securities amounted to $3,508,650,418
or 31.8% of the net assets.
(d) Security fair-valued in accordance with procedures established by the Valuation Committee under the general supervision of the Board of
Directors. At November 30, 2009, the value of these securities amounted to $1,658,843,985 or 15.0% of net assets.
(e) Illiquid security. At November 30, 2009, the value of these securities amounted to $1,658,843,985 or 15.0% of net assets.
(f) Less than 0.05%.
(g) Represents annualized 7-day yield at November 30, 2009.
The accompanying notes are an integral part of these financial statements.
12
32.1%
21.1%
16.1%
15.3%
6.5%
4.9%
2.7%
2.1%
0.4%
101.2%
(1.2)%
100.0%
Liabilities:
Payable for investment securities purchased
Interest expense payable
Management fees payable
Other liabilities
Floating rate notes
Total Liabilities
Net Assets
11,162,883,794
2,302
54,193,519
850,935
14,068
1,789,849
11,219,734,467
5,137,500
223,803
183,143
321,721
186,600,000
192,466,167
11,027,268,300
10,586,931,463
5,000,000
(57,709,434)
4,560,245
488,486,026
11,027,268,300
5
2,205,453,660.00
Expenses:
Interest expense
Management fees
Administration, accounting, transfer agent and custody fees
Professional fees
Compliance service fees
Treasurer service fees
Directors fees
Distribution fees
Miscellaneous
Total Expenses
Net Investment Income
742,861,951
2,534,991
745,396,942
8,660,099
2,099,429
997,981
603,850
148,856
110,092
60,000
59,999
85,530
12,825,836
732,571,106
19,908,121
1,443,383,240
6,445,958
1,449,829,198
1,469,737,319
$
2,202,308,425
Operations:
Net investment income
Net realized gain on investments
Net change in unrealized appreciation/(depreciation) on investments and unfunded loan
commitments
Net increase/(decrease) in net assets resulting from operations
732,571,106
19,908,121
1,449,829,198
2,202,308,425
(961,343,172)
(507,942,389)
(1,173,366,448)
(85,662,751)
(1,259,029,199)
Capital Transactions:
Contributed additional paid-in capital
Increase in net assets
Net Assets:
Beginning of period
End of period
(25,564)
(25,564)
1,600,000,000
8,800,000,000
2,543,279,226
8,292,032,047
8,483,989,074
191,957,027
11,027,268,300
(57,709,434 )
383,085,908
70,314,875
8,483,989,074
383,085,908
5
2,202,308,425
(44,548,461,784)
42,602,137,819
(19,908,121)
(1,443,383,240)
(6,445,958)
(72,190,654)
1,010,477,193
(12,169,097)
527,135
(51,783)
(47,441,036)
(673,704)
21,945
(15,639)
(335,268,499)
1,600,000,000
186,600,000
(192,300,000)
(1,259,029,199)
335,270,801
2,302
2,302
6,826,849
Level 1
Level 2
229,812,211
229,812,211
1,774,068,563
3,544,801,225
2,322,523,542
29,187,791
543,077,207
713,028,830
49,179,152
298,361,288
9,274,227,598
Level 3
1,658,843,985
1,658,843,985
Total
1,774,068,563
3,544,801,225
2,322,523,542
1,688,031,776
543,077,207
713,028,830
49,179,152
298,361,288
229,812,211
11,162,883,794
Fair value estimates for auto lease backed securities for which limited observable market data is available are based on judgments regarding the
current economic environment, observable spreads of auto loan backed securities, collateral, credit, interest rate risks and other such factors. These
estimates involve significant uncertainties and judgments and cannot be determined with precision. In addition, changes in the underlying
assumptions used in the fair value measurement technique could significantly affect these fair value estimates.
The Investment Adviser reviews the inputs used in the fair valuation of the auto lease backed securities which is currently comprised of 10% on
brokers indicative bids (broker quotes) and 90% on spreads calculated by the Investment Adviser that rely on recent market data. The Investment
Adviser uses observable spreads of auto loan backed securities and then adjusts these spread by factors that are related to the differences attributable
to the auto lease backed securities and the differences between domestic and foreign issuers. In addition, the spread is also adjusted for risk and
liquidity to arrive at a fair value of the auto lease backed securities. Prior to April 28, 2009, brokers quotes were weighted at 25% in the fair
valuation methodology of the auto lease backed securities. The Investment Adviser with the approval of the Board place more weight on the market
data available to the Investment Adviser and the Investment Advisers experience with the auto paper market.
The following is a reconciliation of assets in which significant unobservable inputs (Level 3) were used in determining fair value:
Auto Lease Backed
Securities
Investments in Securities
$
19
2,095,469,585
228,742,757
(665,368,357)
1,658,843,985
Fee Rate
Up to $1 billion
$1 billion to $3 billion
$3 billion to $6 billion
$6 billion and over
0.05%
0.03%
0.02%
0.01%
For the fiscal year ended November 30, 2009, the Investment Adviser earned fees from the Fund in the amount of $2,099,429.
4. Other Service Providers
The Bank of New York Mellon (BNYMellon) and related entities provide administration, accounting, custody, transfer agency and other services to
the Fund. The Fund pays BNYMellon a bundled fee payable monthly in arrears at the annual rate equal to 0.0075% of the Funds net assets. Prior to
February 14, 2009, this bundled fee was at an annual rate equal to 0.0125% of the Funds net assets.
21
(67,203,654)
Accumulated
Undistributed
Long Term Gain
Net Unrealized
Appreciation on
Investments
14,054,465
Unrealized
Appreciation
on Investments
488,486,026
730,000,657
Unrealized
Depreciation on
Investments
(241,514,631)
Total
Accumulated
Earnings
435,336,837
At November 30, 2009, the cost of investments for Federal income tax purposes was $10,674,397,768.
Distributions to Shareholders
The distribution of $1,259,029,199 paid during the fiscal year ended November 30, 2009, was characterized as ordinary income. The distribution of
$25,564 paid during the period ended November 30, 2008, was characterized as return of capital.
8. Security Transactions
The cost of purchases and proceeds from sales of securities for the year ended November 30, 2009, excluding U.S. Government and short-term
investments, were $4,194,015,266 and $1,252,366,597, respectively. The cost of purchases and proceeds from sales of U.S. Government securities
for the year ended November 30, 2009 were $50,218,750 and $1,010,937,260, respectively.
9. Capital Stock
Capital share transactions for the year ended November 30, 2009 were as follows:
Par
Value of
Shares
Shares
Capital Paid in
Excess of Par
Value
1,600,000,000
1,696,797,814.80
146,514,221.20
293,947,463.80
440,461,685.00
76,617,181.60
(178,205,659.40)
(101,588,477.80)
(234,673,289.60)
(17,132,550.20)
(251,805,839.80)
38,391,405.40
(5,112.80)
(5,112.80)
320,000,000.00
1,760,000,000.00
2,205,453,660.00
1,696,797,814.80
11,027,268
8,483,989
7.47%
5.61% (b)(f)
0.13%
0.11% (b)(f)
Total Return(c)
Internal Rate of Return(d)
25.98%
24.99%
(a)
(b)
(c)
(d)
(e)
(f)
24%
(264.63)% (b)(e)
(7.48)% (b)
75% (e)
KPMG LLP
345 Park Avenue
New York, NY 10154
Report of Independent Registered Public Accounting Firm
The Shareholder and Board of Directors of
The Thirty-Eight Hundred Fund, LLC:
We have audited the accompanying statement of assets and liabilities of The Thirty-Eight Hundred Fund, LLC (the Fund), including the portfolio
of investments, as of November 30, 2009, and the related statement of operations for the year then ended, statements of changes in net assets for the
year then ended and for the period from January 1, 2008 through November 30, 2008, statement of cash flows for the year then ended and the
financial highlights for the year then ended and for the period from January 1, 2008 to November 30, 2008. These financial statements and financial
highlights are the responsibility of the Funds management. Our responsibility is to express an opinion on these financial statements and financial
highlights based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards
require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of
material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our
procedures included confirmation of securities owned as of November 30, 2009, by correspondence with the custodian and brokers. An audit also
includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of The
Thirty-Eight Hundred Fund, LLC as of November 30, 2009, the results of its operations for the year then ended, the changes in its net assets for the
year then ended and for the period from January 1, 2008 to November 30, 2008, its cash flows for the year then ended, and the financial highlights
for the year then ended and for the period from January 1, 2008 to November 30, 2008, in conformity with U.S. generally accepted accounting
principles.
Position
With Fund
Length of
Time Served
Number of
Funds
Overseen by
Director
Principal Occupation(s)
During Past Five Years
Other
Directorships/
Trusteeships
Held
INTERESTED DIRECTORS/OFFICERS
Joseph R. York (1)
3800 Howard Hughes
Parkway
Suite 900
Las Vegas, NV
89169-0925
Year Born: 1968
Director, Chief
Executive Officer,
Principal
Executive Officer,
President and
Chairman of the
Board
Since February
2008 (2)
N/A
Director, Senior
Vice President
and Secretary
Since February
2008 (2)
N/A
Director
Since February
2008
N/A
Trudance L. C. Bakke
Three Canal Plaza
Suite 100
Portland, ME 04101
Year Born: 1971
Treasurer and
Principal
Financial Officer
N/A
Position
With Fund
Length of
Time Served
Number of
Funds
Overseen by
Director
Principal Occupation(s)
During Past Five Years
Other
Directorships/
Trusteeships
Held
Chief Compliance
Officer
Since February
2008
N/A
Gail A. Hanson
3800 Howard Hughes
Parkway
Suite 900
Las Vegas, NV
89169-0925
Year Born: 1942
Director
Since February
2008
N/A
Karl-Otto Hartmann
3800 Howard Hughes
Parkway
Suite 900
Las Vegas, NV
89169-0925
Year Born: 1955
Director
Since February
2008
INDEPENDENT DIRECTORS
(1)
Messrs. York and Wahlberg are each an interested person of the Fund, as defined in Section 2(a)(19) of the 1940 Act as a result of
their affiliation with the Investment Adviser
28
and Wells Fargo and other Wells Fargo-related entities. Mr. Shah is an interested person of the Fund as a result of his affiliation with
Barclays and other Barclays-related entities.
(2)
Mr. Wahlberg served as Chief Financial Officer, Senior Vice President and Secretary of the Funds predecessor entity since
April 2003. Mr. York served as President and Chief Executive Officer of the Funds predecessor entity since February 2006.
The Funds statement of additional information includes additional information about the Funds directors, and is available upon request by calling
the Fund collect at (702) 791-6346.
29
(e)(1) Registrants audit committee meets with the principal accountants and management to review and pre-approve all audit services to be provided
by the principal accountants.
The audit committee shall pre-approve all non-audit services to be provided by the principal accountants to the registrant; provided that the preapproval requirement does not apply to non-audit services that (i) were not identified as such at the time of the pre-approval and (ii) do not aggregate
more than 5% of total revenues paid to the principal accountants by the registrant during the fiscal year in which the services are provided, if the
audit committee approves the provision of such non-audit services prior to the completion of the audit.
The audit committee shall pre-approve all non-audit services to be provided by the principal accountants to the investment adviser where the nature
of the services provided have a direct impact on the operations or financial reporting of the registrant; provided that the pre-approval requirement
does not apply to non-audit services that (i) were not identified as such at the time of the pre-approval and (ii) do not aggregate more than 5% of total
revenue paid to the principal accountants by the registrant for all services and by the registrants investment adviser for services where the nature of
the services provided have a direct impact on the operations or financial reporting of the registrant during the fiscal year in which those services are
provided, if the audit committee approves the provision of such non-audit services prior to the completion of the audit.
(e)(2) None of the services described in each of paragraphs (b) through (d) of this Item were approved by the audit committee pursuant to paragraph
(c)(7)(i)(C) of Rule 2-01 of Regulation S-X. No fees were required to be approved by the audit committee pursuant to paragraph (c)(7)(ii) of Rule 201 Regulation S-X.
(f)
Not Applicable.
(g) For the fiscal year ending November 30, 2009, and the period ended November 30, 2008, the Funds auditor did not render non-audit services
to the Registrant, or to the Registrants Investment Adviser or any entity controlling, controlled by or under common control with the adviser.
(h) For the fiscal year ending November 30, 2009, and the period ended November 30, 2008, the auditor did not provide non-audit services to the
Funds investment adviser or any entity controlling, controlled by or under common control with the investment adviser. No further disclosures are
required by this Item 4(h).
Item 5. Audit Committee of Listed Registrants.
(a) The Registrant is not a listed company within the meaning of Rule 10A-3 under the Securities Exchange Act of 1934. No disclosures are
required by this Item 5(a).
(b)
Not Applicable.
Item 6. Investments
(a) The schedule is included as a part of the report to shareholders filed under Item 1 of this Form.
(b) Not Applicable.
Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.
The Board of Directors (the Board) has delegated the voting of proxies relating to the Funds portfolio holdings to Wells Capital
Management Incorporated (the Investment Adviser) pursuant to the Investment Advisers Proxy Voting Policies and Procedures. The Investment
Adviser exercises its voting responsibility, as a fiduciary, with the goal of maximizing value to shareholders consistent with the governance laws and
investment policies of the Fund. While portfolio holdings are not purchased to exercise control or to seek to effect corporate change through share
ownership, the Investment Adviser supports sound corporate governance practices within companies in which they invest.
Because the Fund invests primarily in discounted and interest-bearing, fixed income securities, it would be a rare event for the Fund to
receive a proxy from an issuer. However, in such an event, the Investment Adviser would utilize an independent third-party (the Third Party),
currently RiskMetrics Group (formerly called Institutional Shareholders Services), for voting proxies and proxy voting analysis and research. The
Third-Party votes proxies in accordance with the Investment Advisers Proxy Guidelines established by the Board. To fulfill its fiduciary duties with
respect to proxy voting, the Investment Adviser has designated an officer to administer and oversee the proxy voting process and to monitor the
Third-Party to ensure its compliance with the Proxy Guidelines. The Investment Adviser believes that, in most instances, material conflicts of interest
can be minimized through a strict and objective application by the Third-Party of the Proxy Guidelines. In cases where the Investment Adviser is
aware of a material conflict of interest regarding a matter that would otherwise require its vote, it will defer to the Third-Party as to how to vote on
such matter in accordance with the voting guidelines of the Third-Party. In addition, the Investment Adviser will seek to avoid any undue influence as
a result of any material conflict of interest that may exist between the interests of a client and the Investment Adviser and any of its affiliates. To that
end, for any Wells Fargo Bank, N.A. proxy, shares will be voted as directed by an independent fiduciary engaged by Wells Fargo.
No later than August 31 of each year, information regarding how the Investment Adviser, on behalf of the Fund, voted proxies relating to
the Funds portfolio securities for the 12 months ended the preceding June 30 will be available without charge by calling 1-800-736-2316 or on the
SECs website at www.sec.gov. A copy of the Investment Advisers Proxy Voting Policies and Procedures also is available without charge by calling
1-800-736-2316.
Item 8. Portfolio Managers of Closed-End Management Investment Companies.
As of the date of filing of this Report on Form N-CSR, Messrs. Joseph R. York, Garth H. Wahlberg, David D. Sylvester and Laurie White
are primarily responsible for the management of the Registrants portfolio.
Joseph R. York is a director and officer of the Fund and has been a portfolio manager at the Investment Adviser since February 2008.
Mr. York has over ten years experience in the U.S. fixed income and derivative markets, holding various positions with Wells Fargo and its
affiliates. Currently, he is a Managing Director in Wells Fargos Investment Portfolio Group and manages a team of investment professionals based in
Las Vegas, NV. He has day to day trading responsibility for fixed income portfolios aggregate value of $88 billion. He is also a director and officer of
several Wells Fargo subsidiaries, including Sagebrush Asset Management, Inc. and the Feeder Fund. He has a bachelors degree in finance from the
University of Southern California and Masters degree in finance from Washington Universitys Olin School.
Garth H. Wahlberg is a director and officer of the Fund and has been a portfolio manager at the Investment Adviser since February 2008.
Mr. Wahlberg is a Senior Portfolio Manager in Wells Fargos Investment Portfolio Group based in Las Vegas, NV. He is part of a team of investment
professionals with day to day trading responsibility for fixed income portfolios aggregate value of $88 billion. He is also a director and officer of
several Wells Fargo subsidiaries, including Sagebrush Asset Management, Inc. and the Feeder Fund. Over the past 29 years, he has held various
positions with Wells Fargo and its affiliates as a fixed income trader and portfolio manager. He graduated from California State University San
Diego with a bachelors degree in finance.
David D. Sylvester is an Executive Vice President and portfolio manager at the Investment Adviser. He has over 27 years of investment
experience, and currently co-manages Wells Capital Managements liquidity management team. In this role, he specializes in managing short
duration fixed income assets. Mr. Sylvester started his career as a fixed income manager at the National Bank of Detroit. In 1979 he joined Norwest
Corporation, which merged with Wells Fargo, as a fixed income portfolio manager and trader and later became manager of the fixed income
institutional group. Mr. Sylvester began to specialize in short-term investments in 1987. He attended the University of Detroit, Mercy, is a member of
the Treasury Management Association, and is a frequent speaker at national conferences related to short duration asset management.
Laurie White is a Managing Director at the Investment Adviser, where she is responsible for managing all money market funds. She has
experience in managing a wide variety of assets in mutual funds, private accounts and collective trust funds. Before joining Norwest Investment
Management, which combined its investment advisory practice with Wells Capital Management in 1999, she was a portfolio manager for Richfield
Bank & Trust, Co., Richfield, MN. Earlier, Laurie was an investment analyst for trust investments at Bull HN Information Systems, Minneapolis,
MN, managing pension assets. She earned her bachelors degree from Carleton College, Northfield, MN and her masters degree from the University
of Minnesota, Twin Cities.
The following table indicates the type of, number of, and total assets in accounts managed by the Funds portfolio managers, not including
the Fund. The accounts described below include accounts that a portfolio manager manages in a professional capacity as well as accounts that a
portfolio manager may manage in a personal capacity, if any, which are included under Other Accounts. Information is shown as of November 30,
2009. Asset amounts are approximate and have been rounded.
Portfolio Manager
David D. Sylvester
Laurie White
Joseph R. York
Garth H. Wahlberg
Registered Investment
Companies (excluding
the Fund)
Number of
Total Assets in
Accounts
the Accounts
13
13
$
$
Other Pooled
Investment Vehicles
Number of
Total Assets in
Accounts
the Accounts
131.5 billion
131.5 billion
6
6
$
$
12.1 billion
12.1 billion
Other Accounts
Number of
Total Assets in
Accounts
the Accounts
88
88
$
$
88 billion
88 billion
The following table indicates the number and total assets managed of the above accounts for which the advisory fee is based on the
performance of such accounts. Information is shown as of November 30, 2009. Asset amounts are approximate and have been rounded.
Portfolio Manager
Joseph R. York
Garth H. Wahlberg
Registered Investment
Companies (excluding
the Fund)
Number of
Total Assets in
Accounts
the Accounts
Other Pooled
Investment Vehicles
Number of
Total Assets in
Accounts
the Accounts
Other Accounts
Number of
Total Assets in
Accounts
the Accounts
88
88
$
$
88 billion
88 billion
based on an evaluation of contribution to client retention, asset growth and business relationships. Incentive
bonuses for research analysts also are evaluated based on the performance of the sectors that they cover in the
portfolio and their security recommendations. Investment team compensation is directly linked to the value added
to the clients portfolios as measured by the benchmark noted above. Long-term investment professionals with
proven success also may participate in a revenue sharing program that is tied to the success of their respective
investment portfolios. Mr. York and Mr. Wahlberg also receive compensation from Wells Fargo and other Wells
Fargo-related entities.
OWNERSHIP OF SECURITIES OF THE REGISTRANT
As of November 30, 2009, no portfolio manager directly or indirectly beneficially owned Common Shares.
Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.
Not Applicable.
Item 10. Submission of Matters to a Vote of Security Holders.
Not Applicable.
Item 11. Controls and Procedures.
(a) The Registrants Chief Executive Officer and Principal Financial Officer have concluded that the Registrants disclosure controls and
procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940 (the Act)) are effective, based on their evaluation of
these disclosure controls and procedures required by Rule 30a-3(b) under the Act as of a date within 90 days of the filing date of this report.
(b) There were no changes in the Registrants internal controls over financial reporting (as defined in Rule 30a-3(d) under the Act) that occurred
during the Registrants last fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Registrants internal
control over financial reporting.
(a)(2) Certifications of the Registrants Chief Executive Officer and Chief Financial Officer pursuant to Rule 30a-2(a)under the Act, and pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002 (Exhibit filed herewith).
(a)(3)
Not applicable.
(b)
Certifications of the Registrants Chief Executive Officer and Chief Financial Officer pursuant to Rule 30a-2(b) under the Act, and pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002 (Exhibit filed herewith).
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the Registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly authorized.
(Registrant) The Thirty-Eight Hundred Fund, LLC
By:
Date:
February 5, 2010
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed by the
following persons on behalf of the Registrant and in the capacities and on the dates indicated.
By:
Date:
February 5, 2010
By:
Date:
February 5, 2010
Date
4/15/03
12/28/07
1/1/08
2/14/08
5/30/08
7/31/08
9/7/08
11/30/08
2/14/09
3/1/09
4/28/09
7/31/09
8/12/09
8/25/09
11/12/09
11/30/09
12/22/09
12/23/09
12/30/09
Other Filings
N-8A, 3
3
POS AMI
N-CSR, NSAR-B
NSAR-B
1/28/10
2/5/10
8/12/10
8/25/10
Top
List
Exhibit 99.CODEETH
Exhibit (a)(1)
The Thirty-Eight Hundred Fund, LLC
Code of Ethics Pursuant to Section 406 of The Sarbanes-Oxley
Act of 2002 for Principal Executive and Senior Financial Officers
(As approved on February 14, 2008)
I.
Pursuant to Section 406 of the Sarbanes-Oxley Act of 2002, this Code of Ethics (Code) has been adopted by The Thirty-Eight Hundred
Fund, LLC (the Fund) and applies to the Funds Principal Executive Officer and Principal Financial Officer (the Covered Officers each of
whom is identified in Exhibit A for the purpose of promoting:
honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional
relationships;
full, fair, accurate, timely and understandable disclosure in reports and documents that the Fund files with, or submits to, the Securities
and Exchange Commission (SEC) and in other public communications made by the Fund;
compliance with applicable laws and governmental rules and regulations;
the prompt internal reporting of violations of the Code to an appropriate person or persons identified in the Code; and
accountability for adherence to the Code.
Each Covered Officer should adhere to a high standard of business ethics and should be sensitive to situations that may give rise to
conflicts of interest.
II.
Covered Officers Should Handle Ethically Any Actual or Apparent Conflicts of Interest
Overview. A conflict of interest occurs when a Covered Officers private interest interferes with the interests of, or his service to, the
Fund. Covered Officers may not improperly use their position with the Fund for personal or private gain to themselves, their family, or any other
person. Certain conflicts of interest arise out of the relationships between Covered Officers and the Fund and already are subject to conflict of interest
provisions and procedures in the Investment Company Act of 1940 (including the regulations thereunder, the 1940 Act) and the Investment
Advisers Act of 1940 (including the regulations thereunder, the Investment Advisers Act). For example, Covered Officers may not engage in
certain transactions with the Fund because of their status as affiliated persons of such Fund. The compliance program of the Fund and the
compliance programs of its investment adviser, principal underwriter and administrator (each a Service Provider and, collectively, the Service
Providers) are reasonably designed to prevent, or identify and correct, violations of many of those provisions, although they are not designed to
provide absolute assurance as to those matters. This Code does not, and is not intended to, repeat or replace these programs and procedures, and such
conflicts fall outside of the parameters of this Code.
1
Although typically not presenting an opportunity for improper personal benefit, conflicts arise from, or as a result of, the contractual
relationship between the Fund and its Service Providers of which the Covered Officers are also officers or employees. As a result, this Code
recognizes that the Covered Officers will, in the normal course of their duties (whether for the Fund or for a Service Provider, or for both), be
involved in establishing policies and implementing decisions that will have different effects on the Service Providers and the Fund. The participation
of the Covered Officers in such activities is inherent in the contractual relationships between the Fund and its Service Providers and is consistent with
the performance by the Covered Officers of their duties as officers of the Fund. Thus, if performed in conformity with the provisions of the 1940 Act,
the Investment Advisers Act, other applicable law and the Funds constitutional documents, such activities will be deemed to have been handled
ethically. Frequently, the 1940 Act establishes, as a mechanism for dealing with conflicts, disclosure to and approval by the Directors of a fund who
are not interested persons of such fund under the 1940 Act. In addition, it is recognized by the Funds Board of Directors (Board) that the
Covered Officers may also be officers or employees of one or more other investment companies covered by other codes and that such service, by
itself, does not give rise to a conflict of interest.
Other conflicts of interest are covered by the Code, even if such conflicts of interest are not the subject of provisions of the 1940 Act and
the Investment Advisers Act. The following Section provides examples of conflicts of interest under the Code, but Covered Officers should bear in
mind that these examples are not exhaustive. The overarching principle is that the personal interest of a Covered Officer should not be placed before
the interest of the Fund, unless the personal interest has been disclosed to and approved by other officers of such Fund or such Funds Board or a
committee of the Funds Board that has no such personal interest and all other legal requirements have been satisfied.
III.
knowingly misrepresent, or cause others to misrepresent, facts about the Fund to others, whether within or outside such Fund,
including to such Funds Board and auditors, and to governmental regulators and self-regulatory organizations.
Each Covered Officer shall, to the extent appropriate within his area of responsibility, consult with other officers and employees
of the Fund and the Service Providers or with counsel to the Fund with the goal of promoting full, fair, accurate, timely and
understandable disclosure in the registration statements or periodic reports that the Fund files with, or submit to, the SEC (which, for sake
of clarity, does not include any sales literature, omitting prospectuses, or tombstone advertising prepared by the Funds principal
underwriter(s)). In addition, it is the responsibility of each Covered Officer to promote compliance with the standards and restrictions
imposed by applicable laws, rules and regulations.
IV.
The Chief Compliance Officer of the Fund is responsible for applying this Code to specific situations in which questions are presented
under it and has the authority to interpret this Code in any particular situation.
The Fund will follow these procedures in investigating and enforcing this Code:
the Chief Compliance Officer will take all appropriate action to investigate any potential material violations reported to him or her,
which actions may include the use of internal or external counsel, accountants or other personnel;
3
if, after such investigation, the Chief Compliance Officer believes that no material violation has occurred, the Chief Compliance
Officer is not required to take any further action;
any matter that the Chief Compliance Officer believes is a material violation will be reported to the Funds Board or a committee of
the Funds Board;
if the Funds Board or a committee of the Funds Board concurs that a material violation has occurred, it will inform and make a
recommendation to the Board, which will consider appropriate action, which may include review of, and appropriate modifications to
applicable policies and procedures; notification to appropriate personnel of a Service Provider or its board; or a recommendation to
dismiss the Covered Officer;
the Funds Board or a committee of the Funds Board will be authorized to grant waivers, as it deems appropriate; and
any changes to or waivers of this Code will, to the extent required, be disclosed as provided by SEC rules.
V.
This Code shall be the sole code of ethics adopted by the Fund for purposes of Section 406 of the Sarbanes-Oxley Act and the rules and
forms applicable to registered investment companies thereunder. Insofar as other policies or procedures of the Fund or the Funds Service Providers
govern or purport to govern the behavior or activities of the Covered Officers who are subject to this Code, they are superseded by this Code to the
extent that they conflict with the provisions of this Code. The Funds and its Service Providers codes of ethics under Rule 17j-1 under the 1940 Act
and the Service Providers more detailed compliance policies and procedures are separate requirements applying to the Covered Officers and others,
and are not part of this Code.
VI.
Amendments
Any material amendments to this Code, other than amendments to Exhibit A, must be approved or ratified by a majority vote of the Board.
VIII.
Confidentiality
All reports and records prepared or maintained pursuant to this Code will be considered confidential and shall be maintained and protected
accordingly. Except as otherwise required by law or this Code, such matters shall not be disclosed to anyone except as permitted by the Board.
Adopted February 14, 2008
As amended July 7, 2009
4
EXHIBIT A
Persons Covered by this Code of Ethics
Principal Executive Officer:
Joseph R. York, Chief Executive Officer
Principal Financial Officer:
Trudance L.C. Bakke, Treasurer
5
EXHIBIT B
INITIAL CERTIFICATION FORM
This is to certify that I have read and understand the Code of Ethics Pursuant to Section 406 of The Sarbanes-Oxley Act of 2002 for
Principal Executive and Senior Financial Officers of ___________________, dated ____________ (the Code), and that I recognize that I am
subject to the provisions thereof and will comply with the policy and procedures stated therein.
Please sign your name here:
Please print your name here:
Please date here:
6
EXHIBIT C
ANNUAL CERTIFICATION FORM
This is to certify that I have read and understand the Code of Ethics Pursuant to Section 406 of The Sarbanes-Oxley Act of 2002 for
Principal Executive and Senior Financial Officers of ___________________, dated ____________ (the Code), and that I recognize that I am
subject to the provisions thereof and will comply with the policy and procedures stated therein.
This is to further certify that I have complied with the requirements of the Code during the period of _____________ through
_____________.
Please sign your name here:
Please print your name here:
Please date here:
Exhibit 99.CERT
EXHIBIT (a)(2)
CERTIFICATIONS PURSUANT TO SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002
I, Joseph R. York, certify that:
1. I have reviewed this report on Form N-CSR of The Thirty-Eight Hundred Fund, LLC;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this
report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the
financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash
flows) of the Registrant as of, and for, the periods presented in this report;
4. The Registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in
Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the
Investment Company Act of 1940) for the Registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of the financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the Registrants disclosure controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and
(d) Disclosed in this report any change in the Registrants internal control over financial reporting that occurred during the second fiscal quarter of
the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Registrants internal control over
financial reporting; and
5. The Registrants other certifying officer and I have disclosed to the Registrants auditors and the audit committee of the Registrants board of
directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably
likely to adversely affect the Registrants ability to record, process, summarize, and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrants internal control
over financial reporting.
Date:
February 5, 2010
/s/ Joseph R. York
Joseph R. York,
Director and Chief Executive Officer
February 5, 2010
/s/ Trudance L. C. Bakke
Trudance L. C. Bakke,
Treasurer and Principal Financial Officer
Exhibit 99.906CERT
EXHIBIT (b)
CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
(SUBSECTIONS (A) AND (B) OF SECTION 1350, CHAPTER 63 OF TITLE 18, UNITED STATES CODE)
In connection with the attached Report of The Thirty-Eight Hundred Fund, LLC (the Fund) on Form N-CSR to be filed with the Securities and
Exchange Commission (the Report), each of the undersigned officers of the Fund does hereby certify that, to the best of such officers knowledge:
1. The Report fully complies with the requirements of 13(a) or 15(d) of the Securities and Exchange Act of 1934, as applicable; and
2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Fund as
of, and for, the periods presented in the Report.
Dated: February 5, 2010
/s/ Joseph R. York
Name: Joseph R. York
Title:
This certification is being furnished solely pursuant to 18 U.S.C. ss. 1350 and is not being filed as part of the Report or as a separate disclosure
document
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11/30/09
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EX-99.77B ACCT LTTR Internal Control Letter
EX-99.77C VOTES Miscellaneous Exhibit
EX-99.77I NEW SECUR New Securities
EX-99.77Q1 OTHR EXHB Other Exhb.
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WELLS CAPITAL MANAGEMENT, INC.
A
801-021122
SAN FRANCISCO
CA
94105
THE BANK OF NEW YORK MELLON
NEW YORK
NY
10286
FORESIDE DISTRIBUTION SERVICES, L.P.
8-00032480
BOSTON
MA
02110
BNY MELLON SHAREOWNER SERVICES
84-0005579
JERSEY CITY
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PAGE 10SIGNATURE
ANTOINETTE CIRILLO
TITLE
VICE PRESIDENT
Report of Independent Registered Public Accounting Firm
The Shareholder and Board of Directors of
The Thirty-Eight Hundred Fund, LLC.:
In planning and performing our audit of the financial
statements of The Thirty-Eight Hundred Fund, LLC (the Fund)
as of and for the year ended November 30, 2009, in
accordance with the standards of the Public Company
Accounting Oversight Board (United States), we
considered the Funds internal control over financial reporting,
including controls over safeguarding securities, as
a basis for designing our auditing procedures for the purpose
of expressing our opinion on the financial statements and to
comply with the requirements of Form N-SAR, but not for the
purpose of expressing an opinion on the effectiveness of the
Funds internal control over financial reporting. Accordingly,
we express no such opinion.
Next
Bottom
Just 10th
Sponsored Ads...
The Thirty-Eight Hundred Fund, LLC (the Fund) held a special meeting
of its common shareholders on August 25, 2009. The purpose of the
meeting was to vote on a temporary deviation from the Funds
fundamental policy on industry concentration, as required by
Section 13(a)(3) of the Investment Company Act of 1940.
The Funds equity shareholder attended in person, and
no proxies, consents, or authorizations were solicited.
At the meeting, the following resolution was considered:
RESOLVED, The Thirty-Eight Hundred Fund, LLC is hereby
authorized pursuant to Section 13(a)(3) of the Investment
Company Act of 1940 to deviate from its policy in respect
to concentration of investments in a particular industry
or group of industries as recited in its registration
statement dated May 30, 2008 (the Concentration Policy),
in accordance with the following terms: (a) The Fund may
purchase non-agency residential mortgage backed securities
(RMBS) in excess of 25% of its total assets provided that
immediately after the purchase and as a result thereof, the
value of the Funds investments in RMBS is equal to or
below 33% of the current value of the Funds total assets;
(b) The Fund may engage in this deviation from its Concentration
Policy for a one-year period commencing on August 25, 2009; and
(c) As of August 25, 2010, the Fund may no longer make any new
investment in RMBS unless such investment is in accordance with
its Concentration Policy.Notwithstanding the forgoing, as of
August 25, 2010, the Fund may continue to hold investments
in RMBS in excess of its Concentration Policy.
The Funds equity shareholder cast 5 votes in favor of the
resolution, which represented one-hundred percent of the Funds
outstanding voting securities.There were no negative
votes cast on the matter.
Date
Other Filings
Sponsored Ads...
does not pay principal or interest when due (after any cure
period), it will trigger an event of default and the Fund
will be restricted from declaring dividends and making
other distributions with respect to its Common Shares.
Interest will accrue on the outstanding principal balance
of the Notes from the date on which the Notes were issued.
In accordance with applicable law, all notes of the Fund
must have the same seniority with respect to distributions.
As a result, no full distribution of interest payments will
be declared or paid on any notes of the Fund for any period
unless full interest due through the most recent payment dates
for all outstanding notes of the Fund are paid. If full
distributions due have not been made on all outstanding notes
of the Fund ranking on a parity with the Notes as to distributions,
any distributions on the Notes will be made as nearly pro rata
as possible in proportion to the respective amounts of accrued
and unpaid interest on all such notes on the relevant payment date.
The Notes represent the Funds unsecured obligation to pay
interest and principal, when due. The Fund cannot assure
that it will have sufficient funds or that it will be able to arrange
for additional financing to pay principal or interest on the Notes
when due or to repay the principal balance of the Notes that is outstanding
at the Stated Maturity. The Funds failure to pay principal or interest
on the Notes when due or to repay the Notes upon the Stated Maturity would,
subject to the cure provisions of the Notes, constitute an event of default
under the Notes and could cause a default under other agreements
that the Fund may enter into from time to time. There is no sinking
fund with respect to the Notes, and at the Stated Maturity,
the entire outstanding principal amount of the Notes plus the amounts
of any accrued but unpaid interest will become due and payable.
Redemption of Notes. The Fund may, at its option and subject
to the terms and conditions of the proposed Fiscal Agency Agreement
among the Fund, The Bank of New York and The Bank of New York, London
Branch, redeem the Notes in whole but not in part at any time upon
30 calendar days advance written notice to the holders of the Notes.
The redemption price for any optional redemption of the Notes will
equal the sum of (i) 100% of the aggregate outstanding principal
amount of the Notes redeemed, (ii) all accrued and unpaid interest
thereon through the date of redemption and (iii) the amount, if any,
of the Intra-Period Broken Funding Amount (as defined in the terms
of the Notes) to the date fixed for redemption. The Intra-Period
Broken Funding Amount is intended to compensate the holders of the
Notes for their investment had the holders actually held the Notes
through the entire LIBOR interest period in which the Notes are redeemed.
If the Fund does not have funds legally available for the redemption
of, or is otherwise unable to redeem, all the Notes to be redeemed on any
redemption date, the Fund will redeem on such redemption date that
number of Notes for which it has legally available funds, or is
otherwise able to redeem, from the holders whose Notes are to be
redeemed ratably on the basis of the redemption price of such Notes,
and the remainder of those Notes to be redeemed will be redeemed
on the earliest practicable date on which the Fund will
have funds legally available for the redemption of, or is otherwise
able to redeem, such Notes upon written notice of redemption.
If fewer than all Notes held by any holder are to be redeemed, the notice
of redemption mailed to such holder will specify the number of Notes
to be redeemed from such Note holder, which may be expressed as a
percentage of Notes held by such Note holder on the applicable record date.
If the Fund redeems any Note, then, upon payment of the redemption price
for such Note, all interest on such Note will cease to accrue, such Note
will no longer be deemed to be outstanding, and all rights of the
holder of such Note (except the right to receive the redemption price for
such Note from the Fund) will cease.
The Notes will mature after 12 months but holders may, in the sole discretion
of the Fund, be given the option to purchase new notes with similar
or different terms as the Notes.
If the Fund redeems the Notes, it will file a notice with the SEC of its
intention to redeem at least 30 days prior to the redemption date, pursuant
to Rule 23c-2 under the 1940 Act. Each notice of redemption
will state (1) the title of the class of securities to be redeemed,
(2) the date on which the securities are to be redeemed,
(3) the applicable provisions of the governing instrument pursuant to which
the securities are to be redeemed, and (4) if less than all of the
outstanding securities of the class to be redeemed are redeemed, the principal
amount to be redeemed and the basis upon which the securities
to be redeemed are to
be selected. In addition, the notice will contain:
(1) the redemption price (specifying the amount of accrued
interest to be included
therein and the amount of the redemption premium, if any), and
(2) a statement that interest on the Notes to be redeemed will cease to accrue
on such redemption date. No defect in the notice or in the transmittal
or mailing thereof will affect the validity of the
redemption proceedings, except as required by applicable law.
Liquidation can be effected by a unanimous vote of the
holders of the Common Shares.
The Note holders do not have the right at their own option to cause the Fund
to redeem the Notes prior to the Stated Maturity except as described below
in Events of Default and Acceleration.
Covenants of the Fund. The terms of the Notes require the Fund,
among other provisions, to:
maintain its status as a closed-end investment company under
the 1940 Act and to observe its obligations as a registered
investmentcompany under the 1940 Act;
elect to be treated and to maintain its status as a RIC for
U.S. federal income tax purposes;
not voluntarily incur any indebtedness or liabilities other than
indebtedness and liabilities: (i) related to the Notes; (ii) incurred in
connection with the conduct of the Funds business, including the
management of its assets acquired or held in accordance with its
investment objective and policies in effect from time to time;
(iii) for expenses of formation and all other expenses and
obligationsincident to the operation or management of the Fund; and (iv) in
respect of taxes not yet due and payable or taxes due and
payable that the Fund is contesting in good faith;
limit the outstanding principal amount of indebtedness
or liabilities of the Fund in respect of borrowed money
(including the Notes) to no more than 20% of the Funds net asset
value at any time (it being understood for purposes of
this covenant that customary settlement obligations in respect
of financial transactions shall not be considered indebtedness
or liabilities in respect of borrowed money);
not create, or take any action that would create,
acknowledge or permit, a lien on the Funds assets, except for
liens for taxes of the Fund that are not yet due or payable or are
being contested in good faith or liens customarily created or
arising in connection with transactions permitted under the
Funds investment objective and guidelines;
do all things necessary to preserve and keep in full force and effect
its existence, rights and franchises;
make all necessary filings and submissions to the SEC
and as otherwise required by applicable law;
Fund, except as required under the 1940 Act. Under the 1940 Act, Note holders
voting as a class are entitled to elect at least a majority
of the Funds Board of Directors if on the last business day of each of twelve
consecutive calendar months the Notes have an asset coverage
of less than 100%. Such voting right will continue until the Notes have
an asset coverage of 110% or more on the last business day of
each of three consecutive calendar months. In connection with any
other borrowings (if any), the 1940 Act does in certain circumstances grant
to the lenders certain voting rights in the event of default
in the payment of interest on or repayment of principal.
Transfers. Transfers of the Notes are prohibited except for transfers
that occur due to death, divorce or other operation of law.
Date
Other Filing
s
8/12/09
For The Period Ended
11/30/09
Filed On / Filed As Of / Effective As Of 1/29/10
FISCAL AGENCY AGREEMENT
among
THE THIRTY-EIGHT HUNDRED FUND, LLC,
THE BANK OF NEW YORK MELLON,
As Fiscal Agent, Principal Paying Agent,
Calculation Agent, Transfer Agent and Registrar,
and
THE BANK OF NEW YORK MELLON,
As a Paying Agent
Dated as of August 12, 2009
Up to U.S.$400,000,000
Floating Rate Notes due 2010
TABLE OF CONTENTS
Page #
Section 1.
General 1
Section 2.
Appointment of Agents 1
Section 3.
Execution and Authentication 2
Section 4.
Forms of Notes; Book Entry 3
Section 5.
Registration of Transfer; Exchange 4
Section 6.
Payments 6
Section 7.
Mutilation or Loss of Notes; Record of Replacement
or Cancellation 7
Section 8.
Agents 8
Section 9.
Maintenance of Agents 10
Section 10. Amendments Without the Consent of Holders 13
Section 11. Amendments With the Consent of Holders 13
Section 12. Certain Taxes 14
Section 13. Notices and Written Instructions 14
Section 14. Governing Law; Jurisdiction 15
Section 15. Counterparts 16
Section 16. Waiver of Jury Trial 17
EXHIBIT A
EXHIBIT B
EXHIBIT C
This FISCAL AGENCY AGREEMENT, dated as of August 12, 2009 (this Agreement),
is among The Thirty-Eight Hundred Fund, LLC (the Company), The Bank
of New York Mellon, as fiscal agent, principal paying agent, calculation
agent, registrar and transfer agent (the Fiscal Agent), and The Bank
of New York Mellon, as a paying agent.
Section 1.
General.
Appointment of Agents.
(a) The Company hereby appoints The Bank of New York Mellon,
acting through its office at 101 Barclay Street, Floor 4E,
New York, New York 10286, Attention: Global Finance Americas,
as the fiscal agent in respect of the Notes, upon the terms
and subject to the conditions set forth herein and in the Notes,
and The Bank of New York Mellon hereby accepts such appointment.
The Bank of New York Mellon, together with any successor or
successors as such fiscal agent qualified and appointed in
accordance with Section 9 hereof, is herein called the Fiscal Agent.
The Fiscal Agent shall have the powers and authority granted
to and conferred upon it herein and in the Notes, and such further
powers and authority to act on behalf of the Company as the Company
and the Fiscal Agent may hereafter mutually agree in writing.
(b) The Company hereby appoints The Bank of New York Mellon,
acting through its office at 101 Barclay Street, Floor 4E, New
York, New York 10286, Attention: Global Finance Americas, as registrar,
upon the terms and subject to the conditions set forth herein
and in the Notes, and The Bank of New York Mellon hereby accepts such
appointment.The Bank of New York Mellon, together with any successor
or successors as such registrar qualified and appointed in accordance
with Section 9 hereof, is herein called the Registrar.
The Registrar shall have the powers and authority granted to and
conferred upon it herein and in the Notes, and such
further powers and authority to act on behalf of the
Company as the Company and the
Registrar may hereafter mutually agree in writing.
(c) The Company hereby appoints The Bank of New York Mellon,
acting through its office at 101 Barclay Street, Floor 4E, New
York, New York 10286, Attention: Global Finance Americas, as principal
paying agent and calculation agent, upon the terms and subject to the
conditions set forth herein and in the Notes, and The Bank of New York
Mellon hereby accepts such appointment.The Bank of New York Mellon,
together with any successor or successors as such principal paying agent
or calculation agent qualified and appointed in accordance with Section 9
hereof, is herein called in its respective roles as the
Paying Agent and Calculation Agent. The Paying Agent and Calculation
Agent shall have the powers and authority granted to and conferred
upon it herein and in the Notes, and such further powers and
authority to act on behalf of the Company as the Company and
the Paying Agent and Calculation Agent may hereafter mutually
agree in writing.
(d) The Company hereby initially appoints The Bank of New York
Mellon, acting through its office at 1 Canada Square, 40th floor,
Canary Wharf, London E14 5AL, Attention: Corporate Trust Department,
as a paying agent, upon the terms and subject to the conditions herein
and in the Notes, and The Bank of New York Mellon hereby accepts
Section 4.
Definitive Notes.
Payments.
(as defined on the face of the Notes) or the maturity date of the
Notes or any date fixed for redemption of the
Notes (each, a Payment Date),
in such coin or currency of the United States of America as at the time
of payment shall be legal tender for the payment of public and private
debts, an amount in immediately available funds which
(together with any amounts then held by the Fiscal Agent and available
for that purpose) shall be sufficient to pay the entire amount
of principal or interest (including any Additional Amounts) becoming
due on such Payment Date with respect to the Notes. The Company shall
confirm by facsimile on the business day prior to the day payment
is due to be made to the Fiscal Agent that it has issued irrevocable
paying instructions for the transfer of therelevant sum
due to the account of the Fiscal Agent.
The Fiscal Agent shall make amounts received by it available
to the Paying Agent and the Paying Agent shall hold such funds
in trust and apply them to the payment of such principal
and interest (including any Additional Amounts)
on such Payment Date. No paying agent
shall be required to use its own funds in making any payment
on the Notes, except that the Paying Agent or its affiliates
may use their own funds as necessary to facilitate the
funding of timely payment of interest or principal.
If the Fiscal Agent pays any amounts to the holders of the
Notes or to any other Paying Agent (if any) at a time
when it has not received payment in full in respect of the
relevant Securities in accordance with this Section 6
(the excess of the amounts so paid over the amounts so
received being the Shortfall), the Company will,
in addition to paying amounts due under this Section 6,
pay to the Fiscal Agent on demand interest (at a rate which
represents the Fiscal Agents cost of funding the Shortfall)
on the Shortfall (or the unreimbursed portion thereof) until the
receipt in full by the Paying Agent of the
Shortfall. All sums payable to the Fiscal Agent hereunder
shall be paid to such account with such bank as the Fiscal Agent
may from time to time notify the Company not less than three business
days before any such sum is due and payable. Payments to holders
of Notes shall be made by the Paying Agent in accordance
with Section 9 of the Terms. As used in this Agreement,
business day means a day on which banks
are open for business and carrying out transactions
in United States dollars in The City of New York, London
and the city of the designated office of the Paying Agent.
(b) In any case where a Payment Date shall not be a business
day at any place of payment, then the relevant payment need not
be made on such date at such place but may be made on the next
succeeding day which is a business day at such place, with the
same force and effect as if made on the date for such payment,
and no additional interest in respect of such Payment Date shall
accrue for the period from and after such Payment Date.
(c) Any interest not punctually paid or duly provided
for on any Interest Payment Date shall forthwith cease
to be payable to the persons in whose name the Notes are
registered on the Regular
Record Date (as such term is defined in Section 9(a)
of the Terms) immediately preceding such Interest Payment
Date and shall be paid instead
to the persons in whose names the Notes are registered
at the close of business on a subsequent record date for
the payment of such defaulted
interest to be fixed by the Company by notice
to the holders not less than 15 calendar days prior to such
subsequent record date
or be paid at any time in any other lawful manner
not inconsistent with the requirements of any securities
exchange on which the Notes are listed
at the time of such payment.
Section 7.
Mutilation or Loss of Notes Record
of Replacement or Cancellation.
(a) The Company shall execute and deliver to the
Fiscal Agent Notes in such amounts and at such times as to
enable the Fiscal Agent to fulfill its responsibilities under this
Agreement and the Notes.
(b) The Fiscal Agent is hereby authorized, in accordance
with Section 5 of the Terms, to authenticate and
deliver or cause to be authenticated and delivered from time to
time Notes in exchange for or in lieu of Notes which have become
mutilated or defaced, or destroyed,lost or stolen. Each Note
authenticated and delivered in
exchange for or in lieu of any such Note shall carry
all the rights to interestaccrued and unpaid and to
accrue which were carried by such Note
before such mutilation or defacement, or destruction,
loss or theft.
(c) In the case of a mutilated, defaced, destroyed,
lost or stolen Note, indemnity satisfactory to the Fiscal
Agent and the Company will be required of the owner
of such Note before a replacement Note will be issued.
All expenses (including the reasonable legal fees and
expenses of the Company and the Fiscal Agent) associated
with obtaining such indemnity and in issuing the new Note
shall be borne by the owner of the mutilated, defaced,
destroyed, lost or stolen Note.
(d) In the case of the replacement of any of the Notes,
the Fiscal Agent and the Registrar, in the Register, will
keep a record of the Notes so replaced and the Notes issued
in replacement thereof. In the case of the cancellation of
any of the Notes (including upon repayment), the Fiscal Agent
and the Registrar, in the Register, will keep a record of the
Notes so canceled and the date on which such Notes were canceled.
Section 8.
Agents.
profits, whether or not foreseeable, even if the Agents have been advised
of the possibility thereof and regardless of the form of action in which
such damages are sought.
(m) In no event shall any of the Agents be responsible
or liable for any failure or delay in the performance of its
obligations hereunder arising out of or caused by, directly or
indirectly, forces beyond its control, including without limitation
strikes, work stoppages, accidents, acts of war or terrorism,
civil or military disturbances, nuclear or natural catastrophes
or acts of god, and interruptions, loss or malfunctions of
utilities, communications or computer (software and hardware)
services it being understood that the Agents shall use
reasonable efforts which are consistent with accepted
practices in the banking industry to resume performance as
soon as practicable under the circumstances.
Section 9.
Maintenance of Agents.
The Company and the Fiscal Agent may, upon agreement between
themselves, without the vote or consent of any holder of Notes,
modify, amend, amend and restate or supplement this Agreement
or the Notes for the purpose of (i) adding to the covenants of the
Company for the benefit of the holders of Notes, (ii) surrendering
any rights or power conferred upon the Company in a manner which
shall not adversely affect the interest of any holder of Notes in any
material respect, (iii) securing the Notes pursuant to the requirements
of the Notes or otherwise, (iv) correcting any defective provision
contained in this Agreement or in the Notes in a manner which shall not
adversely affect the interest of any holder of Notes in any material
respect or (v) otherwise amending this Agreement or the Notes in a
manner which shall not adversely affect the interest of any holder of
Notes in any material respect. The Company will notify each holder of
Notes of any such change in accordance with Section 15 of the Terms
and as soon as reasonably practicable will make any such modified,
amended or supplemented documents available to them for review.
Prior to executing any amendment under this Section 10 or pursuant to
Section 8 of the Terms, the Fiscal Agent, upon request, shall be entitled
to receive, and (subject to Section 8 of this Agreement), shall be fully
protected in relying on an opinion of counsel to the Company stating that
such amendment is permitted under this Agreement. The Fiscal Agent
may, but shall not be obligated to, execute any amendment if such
amendment adversely affects the Fiscal Agents rights, duties or immunities.
Section 11.
(a) The Company and the Fiscal Agent may modify, amend
or supplement the terms of the Notes or this Agreement for any purpose
not set out in Section 10 only with the consent of the holders of Notes
as provided in Section 8 of the Terms.
(b) Upon the request of the Company and at the Companys
expense, the Fiscal Agent shall request from Euroclear and Clearstream
a position listing of participants that have an interest in the Regulation
S Global Note or the Unrestricted Global Note (as the case may be).
(c) Outstanding Defined. For purposes of the provisions
hereof and the Notes, any Note authenticated and delivered pursuant
to this Agreement shall, as of any date of determination, be deemed to
be Outstanding, except:
(i) Notes theretofore canceled by the Registrar or delivered
to the Fiscal Agent, any paying agent or any transfer agent for cancellation
or held by the Fiscal Agent for reissuance but not reissued by the
Fiscal Agent or
(ii) Notes in lieu of or in substitution for which other Notes
shall have been authenticated and delivered pursuant hereto provided
that in determining whether the holders of the requisite aggregate
principal amount of Outstanding Notes are present at a meeting of holders
of Notes for quorum purposes or have consented to or voted in favor of
any request, demand, authorization, direction, notice, consent, waiver,
amendment, modification or supplement hereunder, Notes owned by or
on behalf of the Company shall be disregarded and deemed not to be
Outstanding, except that in determining whether the Fiscal Agent shall
Certain Taxes.
Counterparts.
General.
(e) To do all things necessary to preserve and keep in full force and
effect its existence, rights and franchises, including, at all times:
(i)
(ii) filing its own Company Tax returns and paying any Company
Taxes so required to be paid under Applicable Law
(iii)
Events of Default.
Note, or the interest rate thereon, (C) change the currency in which
any payment in respect of any Note is payable, (D) change the
manner in which the amount of interest is calculated on any Note,
(E) reduce the proportion of the aggregate principal amount of the
Notes the vote or consent of the holders of which is necessary to
modify, amend or supplement the Fiscal Agency Agreement or the
terms and conditions of the Notes or to make, take or give any
request, demand, authorization, direction, notice, consent, waiver
or other action provided hereby or thereby to be made, taken or
given, or (F) change the obligation of the Company to pay Additional
Amounts (as defined in Section 13 hereof). Any such modification,
amendment or supplement shall be binding on the holders of Notes.
(d) The appointment of any proxy shall be proved by having
the signature of the person executing the proxy witnessed or
guaranteed by any bank, banker, trust company or recognized
security dealer reasonably satisfactory to the Company.
The holding of a Note shall be proved by the Register maintained
by the Agents in accordance with the Fiscal Agency Agreement
or by a certificate or certificates of the Registrar.
(e) The Company shall appoint a temporary chairman of the meeting.
A permanent chairman and a permanent secretary of the meeting
shall be elected by vote of persons entitled to vote a majority in
aggregate principal amount of the Outstanding Notes represented
at the meeting. At any meeting, each holder of Notes or proxy
shall be entitled to one vote for each U.S.$100,000 aggregate
principal amount of the Notes as to which it is a holder or proxy
provided that no vote shall be cast or counted at any meeting
in respect of any Note challenged as not Outstanding and ruled
by the chairman of the meeting to be not Outstanding.
The chairman of the meeting shall have no right to vote except
as a holder of Outstanding Notes or proxy.
(f) The vote upon any resolution submitted to any meeting of
holders of Notes shall be by written ballot on which shall be
subscribed the signatures of the holders or proxies and on which
shall be inscribed an identifying number or numbers or to which
shall be attached a list of identifying numbers of the Notes
entitled to be voted by them. The permanent chairman of the
meeting shall appoint two inspectors of votes who shall count all
votes cast at the meeting for or against any resolution and who
shall make and file with the secretary of the meeting their verified
written reports in triplicate of all votes cast at the meeting.
A record in triplicate of the proceedings of each meeting of holders
shall be prepared by the secretary of the meeting and there shall
be attached to said record the original reports of the inspectors of
votes on any vote by ballot taken thereat and affidavits by one or
more persons having knowledge of the facts setting forth a copy of the
notice of the meeting and showing that said notice was published
and mailed as provided above. The record shall be signed and verified
by the permanent chairman and secretary of the meeting and one shall
be delivered to each of the Company and the Fiscal Agent, the latter
to have attached thereto the ballots voted at the meeting and to be
preserved by the Fiscal Agent. Any record so signed and verified
shall be conclusive evidence of the matters therein stated.
(g) Notwithstanding the foregoing, the Company and the Fiscal
Agent may, upon agreement between themselves, without the vote
or consent of any holder of Notes, modify, amend or supplement
the Fiscal Agency Agreement or the Notes for the purpose of (i)
adding to the covenants of the Company for the benefit of the
holders of Notes, (ii) surrendering any rights or power conferred
upon the Company in a manner which shall not adversely affect
the interest of any holder of Notes in any material respect, (iii)
securing the Notes pursuant to the requirements of the Notes or
otherwise, (iv) correcting any defective provision contained in
the Fiscal Agency Agreement or in the Notes in a manner which
shall not adversely affect the interest of any holder of Notes in
any material respect or (v) otherwise amending the Fiscal
(a) The principal of the Notes and interest due thereon at maturity
will be payable in immediately available funds against surrender
of such Notes at the office of the Paying Agent in The City of New
York or, subject to applicable laws and regulations and unless an
application is made as described below, at the office of any paying
agent by United States dollar check drawn on, or by transfer to a
United States dollar account maintained by the holder with, a bank
located in The City of New York. Unless an application is made as
described below, payment of interest on a Note will be made to the
person in whose name such Note is registered at the close of business
on the Regular Record Date (as defined below) immediately preceding
the related Interest Payment Date (as defined on the face of the Notes).
Regular Record Date means, with respect to any Interest Payment Date,
the fifteenth day prior to such Interest Payment Date (whether or not a
Business Day). Upon application of any holder to a paying agent not
later than the relevant Regular Record Date, payment of such principal
of or interest on any Note will be made by wire transfer to a United States
dollar account maintained by such holder.
(b) All moneys paid by or on behalf of the Company to the Paying Agent
or any other paying agent for the payments of the principal of or
interest on any Note which remain unclaimed at the end of two years
after such principal or interest shall have become due and payable
will be repaid to the Company (including all interest accrued, if any,
with respect to any such amounts) upon written request, and the holder
of such Note will thereafter look only to the Company for payment.
Upon such repayment, all liability of the Paying Agent and any other
paying agent with respect thereto shall cease, without, however,
limiting in any way the obligation of the Company in respect of the
amount so repaid, subject to the provisions of Section 14 below.
(c) The Company agrees that so long as any Note remains outstanding,
it will maintain a paying agent in London for payments on Notes and a
paying agent and registrar having a specified office in The City of New
York. The Company initially appoints, subject to the terms and conditions
in the Fiscal Agency Agreement, The Bank of New York Mellon, as
registrar, principal paying agent and transfer agent for the Notes and
The Bank of New York Mellon, as a paying agent for the Notes. Subject
to the foregoing, the Company shall have the right at any time to
terminate any such appointment and to appoint any other agents
in such other places as it may deem appropriate upon notice in
accordance with Section 15 below and in accordance with the terms
and conditions set forth in the Fiscal Agency Agreement.
(d) Payments in respect of the Notes shall be made in such currency
of the United States of America as at the time of payment shall be
legal tender for the payment of public and private debts.
(e) In acting under the Fiscal Agency Agreement and in connection
with the Notes, each of the Agents and each other paying agent
and transfer agent is acting solely as agent of the Company and
does not assume any obligation toward or relationship of agency
or trust for or with the owner or holder of any Note, except that any
funds held by any such agent for payment of principal of or interest
on the Notes shall be held in trust by it and applied as set forth
herein and in the Fiscal Agency Agreement. The obligations of
each of the Agents to the owners or holders of Notes are subject
to the immunities and rights as set forth in the Fiscal Agency Agreement.
10.
The Company may, at its option and subject to the terms and
conditions of the Fiscal Agency Agreement, redeem the Notes in
whole but not in part at any time upon 30 calendar days advance
written notice to the holders thereof at a price equal to the sum of
(i) 100% of the aggregate principal amount of the Notes, (ii) accrued
and unpaid interest thereon through the date of redemption and
(iii) if the date of redemption is not an Interest Payment Date, the
Intra-Period Broken Funding Amount. The Company or any of its
Affiliates may at any time purchase the Notes at any price in the
open market, if any, or otherwise. The Notes so purchased by the
Company may, at the Companys discretion, be held, resold or
surrendered to the Fiscal Agent for cancellation. The Intra-Period
Broken Funding Amount shall mean with respect to any redemption
an amount (which, for the avoidance of doubt, may be a positive or
negative number) equal to the product of (A) the aggregate
principal amount to be redeemed and (B) X minus Y where:
X equals the fraction (1 + OL x n1)
Y equals 1 + OL x (n1
(1 + NL x n2)
n2)
If the Company does not have the funds legally available for the
redemption of, or is otherwise unable to redeem all the Notes to
be redeemed on any redemption date, the Company will redeem
on such redemption date that number of Notes for which it has
legally available funds ratably on the basis of the redemption price
set out in Section 10. The remainder of the Notes will be redeemed
on the earliest practicable date on which the Company will have
funds legally available for the redemption of, or is otherwise able
to redeem, such Notes upon written notice of redemption.
If fewer than all Notes held by any holder are to be redeemed, the
notice of redemption mailed to such holder will specify the number
of Notes to be redeemed from such holder, which may be expressed
as a percentage of Notes held on the applicable record date.
12.
Asset Coverage.
voting right shall continue until the Asset Coverage with respect
to all outstanding indebtedness is at least 110% or more on the last
Business Day of each of three consecutive calendar months.
13.
Additional Amounts.
Prescription.
Notices.
Definitions.
As used in this Note, each of the following terms shall have the
meaning set forth in the section of this Note set forth opposite
such term in the table below, unless the context otherwise requires:
Additional Amounts .........................
Section
Affiliate ...........................................
Applicable Law ............................... Section
Asset Coverage.................................
authorized denomination ..................
Section
Business Day ....................................
Calculation Agent............................. Section
Company ..........................................
Commission .....................................
Company Taxes ...............................
Section
Event of Default ...............................
Fiscal Agency Agreement ................
Section
Insolvency Event ..............................
Interest Payment Date ......................
Face of
Interest Period...................................
Intra-Period Broken
Funding Amount...............................
Section 10
Investment Company Act.................
Section
LIBOR ..............................................
LIBOR Determination Date ............. Section 2(c)
Lien...................................................
London Business Day.......................
Section
Maturity Date ...................................
Net Asset Value................................
Notes ................................................
Permitted Liabilities ........................ Section
Person ...............................................
Portfolio Guidelines ......................... Section
Regular Record Date ........................
Section
Related Proceeding...........................
Section
Reuters Screen LIBOR01 Page ........
Section 2(c)
Securities Act ...................................
Withholding Taxes ...........................
Section
EXHIBIT B
13
Section
6
Section
4
Section
2(c)
Face of
Section
6
Section
1(a)
Section
Note
Section
6
12
2(b)
Note
6(b)
7
7
2(c)
6(b)
Section 2(c)
Section 6
2(c)
Section
Section
Section
6(d)
Section
6
9(a)
16(b)
2(d)
6
1(a)
7
Face of Note
13
U.S.$_____________*
[No. S__]
ISIN No. [___________________]
*Denominations of any integral multiple of U.S.$100,000
above U.S.$100,000.
GLOBAL NOTE
The Thirty-Eight Hundred Fund, LLC
___ Notes due 20[ ]
The Thirty-Eight Hundred Fund, LLC (the Company), for value received,
hereby promises to pay to The Bank of New York Depositary (Nominees)
Limited, or registered assigns, as common depositary for Clearstream
Banking, societe anonyme and/or Euroclear Bank S.A./N.V., on ____,
20__ (or earlier redemption) upon surrender hereof, the principal sum
of ___________________ (U.S.$ ___________), and to pay interest
thereon from ______, 20__ or from the most recent Interest Payment
Date to which interest has been paid or duly provided for, quarterly
on _____, _____, _____ and _____ (each, an Interest Payment Date),
commencing _____, 20__, until the principal hereof is paid or duly
provided for. The interest rate applicable during each quarterly Interest
Period (as such term is defined in Section 2(c) of the Terms and
Conditions of the Notes attached hereto) shall be equal to the U.S. dollar
three-month LIBOR on the LIBOR Determination Date for such Interest
Period plus ______% per annum.
The interest payable on any such Interest Payment Date will, subject
to certain conditions set forth in the Terms and Conditions of the Notes
attached hereto, be paid to the person in whose name this Note is
registered at the close of business on the Regular Record Date
(as such term is defined in Section 9(a) of the Terms and Conditions
of the Notes attached hereto) preceding such Interest Payment Date.
Reference is made to the further provisions set forth under the Terms
and Conditions of the Notes attached hereto. Such further provisions
shall for all purposes have the same effect as though fully set forth at
this place.
The statements set forth in the legend, if any, above are an integral
part of the terms of this Note and by acceptance hereof each holder
of this Note agrees to be subject to and bound by the terms and
provisions set forth in such legend.
This Note shall not be valid or become obligatory for any purpose
until the certificate of authentication hereon shall have been
manually signed by a duly authorized signatory of the Fiscal Agent
under the Fiscal Agency Agreement referred to in the Terms and
Conditions of the Notes attached hereto.
U.S.$_____________*
Date
Other Filings
Description
NSAR-B
Answer File
EX-99.77B ACCT LTTR Internal Control Letter
EX-99.77C VOTES Miscellaneous Exhibit
EX-99.77I NEW SECUR New Securities
EX-99.77Q1 OTHR EXHB Other Exhb.
This FISCAL AGENCY AGREEMENT, dated as of August 12, 2009 (this Agreement),
is among The Thirty-Eight Hundred Fund, LLC (the Company), The Bank
of New York Mellon, as fiscal agent, principal paying agent, calculation
agent, registrar and transfer agent (the Fiscal Agent), and The Bank
of New York Mellon, as a paying agent.
Section 1.
General.
Pages
Size
10
2
1
7
41
43K
9K
6K
29K
157K
Appointment of Agents.
(a) The Company hereby appoints The Bank of New York Mellon,
acting through its office at 101 Barclay Street, Floor 4E,
New York, New York 10286, Attention: Global Finance Americas,
as the fiscal agent in respect of the Notes, upon the terms
and subject to the conditions set forth herein and in the Notes,
and The Bank of New York Mellon hereby accepts such appointment.
The Bank of New York Mellon, together with any successor or
successors as such fiscal agent qualified and appointed in
accordance with Section 9 hereof, is herein called the Fiscal Agent.
The Fiscal Agent shall have the powers and authority granted
to and conferred upon it herein and in the Notes, and such further
powers and authority to act on behalf of the Company as the Company
and the Fiscal Agent may hereafter mutually agree in writing.
(b) The Company hereby appoints The Bank of New York Mellon,
acting through its office at 101 Barclay Street, Floor 4E, New
York, New York 10286, Attention: Global Finance Americas, as registrar,
upon the terms and subject to the conditions set forth herein
and in the Notes, and The Bank of New York Mellon hereby accepts such
appointment.The Bank of New York Mellon, together with any successor
or successors as such registrar qualified and appointed in accordance
with Section 9 hereof, is herein called the Registrar.
The Registrar shall have the powers and authority granted to and
conferred upon it herein and in the Notes, and such
further powers and authority to act on behalf of the
Company as the Company and the
Registrar may hereafter mutually agree in writing.
(c) The Company hereby appoints The Bank of New York Mellon,
acting through its office at 101 Barclay Street, Floor 4E, New
York, New York 10286, Attention: Global Finance Americas, as principal
paying agent and calculation agent, upon the terms and subject to the
conditions set forth herein and in the Notes, and The Bank of New York
Mellon hereby accepts such appointment.The Bank of New York Mellon,
together with any successor or successors as such principal paying agent
or calculation agent qualified and appointed in accordance with Section 9
hereof, is herein called in its respective roles as the
Paying Agent and Calculation Agent. The Paying Agent and Calculation
Agent shall have the powers and authority granted to and conferred
upon it herein and in the Notes, and such further powers and
authority to act on behalf of the Company as the Company and
the Paying Agent and Calculation Agent may hereafter mutually
agree in writing.
(d) The Company hereby initially appoints The Bank of New York
Mellon, acting through its office at 1 Canada Square, 40th floor,
Canary Wharf, London E14 5AL, Attention: Corporate Trust Department,
as a paying agent, upon the terms and subject to the conditions herein
and in the Notes, and The Bank of New York Mellon hereby accepts
such appointment. The Company also hereby initially appoints
The Bank of New York Mellon, acting through its office at 101
Barclay Street, Floor 4E, New York, New York 10286,
Section 4.
Definitive Notes.
Payments.
Agents.
Maintenance of Agents.
The Company and the Fiscal Agent may, upon agreement between
themselves, without the vote or consent of any holder of Notes,
modify, amend, amend and restate or supplement this Agreement
or the Notes for the purpose of (i) adding to the covenants of the
Company for the benefit of the holders of Notes, (ii) surrendering
any rights or power conferred upon the Company in a manner which
shall not adversely affect the interest of any holder of Notes in any
material respect, (iii) securing the Notes pursuant to the requirements
of the Notes or otherwise, (iv) correcting any defective provision
contained in this Agreement or in the Notes in a manner which shall not
adversely affect the interest of any holder of Notes in any material
respect or (v) otherwise amending this Agreement or the Notes in a
manner which shall not adversely affect the interest of any holder of
Notes in any material respect. The Company will notify each holder of
Notes of any such change in accordance with Section 15 of the Terms
and as soon as reasonably practicable will make any such modified,
amended or supplemented documents available to them for review.
Prior to executing any amendment under this Section 10 or pursuant to
Section 8 of the Terms, the Fiscal Agent, upon request, shall be entitled
to receive, and (subject to Section 8 of this Agreement), shall be fully
protected in relying on an opinion of counsel to the Company stating that
such amendment is permitted under this Agreement. The Fiscal Agent
may, but shall not be obligated to, execute any amendment if such
amendment adversely affects the Fiscal Agents rights, duties or immunities.
Section 11.
(a) The Company and the Fiscal Agent may modify, amend
or supplement the terms of the Notes or this Agreement for any purpose
not set out in Section 10 only with the consent of the holders of Notes
as provided in Section 8 of the Terms.
(b) Upon the request of the Company and at the Companys
expense, the Fiscal Agent shall request from Euroclear and Clearstream
a position listing of participants that have an interest in the Regulation
S Global Note or the Unrestricted Global Note (as the case may be).
(c) Outstanding Defined. For purposes of the provisions
hereof and the Notes, any Note authenticated and delivered pursuant
to this Agreement shall, as of any date of determination, be deemed to
be Outstanding, except:
(i) Notes theretofore canceled by the Registrar or delivered
to the Fiscal Agent, any paying agent or any transfer agent for cancellation
or held by the Fiscal Agent for reissuance but not reissued by the
Fiscal Agent or
(ii) Notes in lieu of or in substitution for which other Notes
shall have been authenticated and delivered pursuant hereto provided
that in determining whether the holders of the requisite aggregate
principal amount of Outstanding Notes are present at a meeting of holders
of Notes for quorum purposes or have consented to or voted in favor of
any request, demand, authorization, direction, notice, consent, waiver,
amendment, modification or supplement hereunder, Notes owned by or
on behalf of the Company shall be disregarded and deemed not to be
Outstanding, except that in determining whether the Fiscal Agent shall
be protected in relying upon any such request, demand, authorization,
direction, notice, consent, waiver, amendment, modification or
supplement, only Notes that a responsible officer of the Fiscal Agent
Certain Taxes.
to the fullest extent permitted by law, to the service of any and all
process in any Related Proceeding in a New York State or federal
court sitting in The City of New York by sending by U.S. registered
mail copies of such process to the Company at 3800 Howard Hughes
Parkway, Suite 900, Las Vegas, Nevada 89169-0925, Attn: Joseph R.
York (and the Company hereby agrees that such service will be
effective 10 days after the mailing thereof). The Company hereby
covenants and agrees that it shall take any and all reasonable action,
including the execution and filing of any and all documents, that
may be necessary to continue the designation of the Process Agent
in full force and effect, and to cause the Process Agent to continue to
act as such. In addition, the Company hereby agrees that none
of its agreements described in this or the preceding paragraph shall
affect the right of any party to serve legal process in any other manner
permitted by law.
Section 15.
Counterparts.
General.
the terms and subject to the conditions set forth in the Fiscal Agency
Agreement, a Note may be transferred in whole or in part in an
authorized denomination by the surrender of the Note for registration
of transfer at the office of the Registrar or at the office of any
transfer agent, duly endorsed by, or accompanied by a written
instrument of transfer in lieu of endorsement in form satisfactory
to the Company and the Registrar or such transfer agent, as the
case may be, duly executed by the holder or holders thereof or its
attorney-in-fact or attorneys-in-fact duly authorized in writing.
(d) The costs and expenses of effecting any exchange or registration
of transfer pursuant to the foregoing provisions, except for the
expenses of delivery by other than regular mail (if any) and except,
if the Company shall so require, the payment of a sum sufficient
to cover any tax or other governmental charge or insurance charges
that may be imposed in relation thereto, will be borne by the Company.
(e) Any transfer or exchange shall be registered by the Registrar
in the Register. Notwithstanding the foregoing, the Registrar or the
Fiscal Agent, as the case may be, shall not register the transfer
or exchange of Notes for a period of 15 calendar days preceding
the due date for any payment of principal of or interest on the Notes.
6.
(i)
(ii) filing its own Company Tax returns and paying any Company
Taxes so required to be paid under Applicable Law
(iii)
Events of Default.
of the Notes in accordance with the procedures set forth in Section 8 below.
For purposes of these Terms:
Insolvency Event means, with respect to any Person, that such
Person (a) is dissolved (other than pursuant to a solvent consolidation,
amalgamation, restructuring, reorganization or merger) (b) becomes
insolvent or is unable to pay its debts or fails or admits in writing its
inability generally to pay its debts as they become due (c) makes a
general assignment, arrangement or composition with or for the
benefit of its creditors (d) (i) institutes or has instituted against it, by
a regulator, supervisor or any similar official with primary insolvency,
rehabilitative or regulatory jurisdiction over it in the jurisdiction of its
incorporation or organization or the jurisdiction of its head or home
office, a proceeding seeking a judgment of insolvency or bankruptcy
or any other relief under any bankruptcy or insolvency law or other
similar law affecting creditors rights, or a petition is presented for its
winding-up or liquidation by it or such regulator, supervisor or similar
official or (ii) has instituted against it a proceeding seeking a
judgment of insolvency or bankruptcy or any other relief under any
bankruptcy or insolvency law or other similar law affecting creditors
rights, or a petition is presented for its winding-up or liquidation, and
such proceeding or petition is instituted or presented by a person or
entity not described in clause (i) above and either (A) results in a
judgment of insolvency or bankruptcy or the entry of an order for relief
or the making of an order for its winding-up or liquidation or (B) is not
dismissed, discharged, stayed or restrained in each case within 30
calendar days of the institution or presentation thereof (e) has a
resolution passed for its winding-up, official management or liquidation
(other than pursuant to a solvent consolidation, amalgamation,
restructuring, reorganization or merger) (f) seeks or becomes subject to
the appointment of an administrator, provisional liquidator, conservator,
receiver, trustee, custodian or other similar official for it or for all or
substantially all its assets (g) has a secured party take possession
of all or substantially all its assets or has a distress, execution,
attachment, sequestration or other legal process levied, enforced or
sued on or against all or substantially all its assets and such secured
party maintains possession, or any such process is not dismissed,
discharged, stayed or restrained, in each case within 30 calendar days
thereafter (h) causes or is subject to any event with respect to it which,
under the applicable laws of any jurisdiction, has an analogous effect to
any of the events specified in subsections (a) through (g) of this definition
(inclusive) other than, for the avoidance of doubt, any such event that
occurs pursuant to a solvent consolidation, amalgamation, restructuring,
reorganization or merger or (i) takes any action in furtherance of, or
indicating its consent to, approval of, or acquiescence in, any of the
foregoing acts and
Person means any individual, trustee, receiver, conservator, custodian,
corporation, limited liability company, partnership (whether general
or limited), association, company, joint-stock company, trust, business
trust, estate, joint venture, governmental authority, or any other
entity, in its own or any representative capacity.
8.
(a) The principal of the Notes and interest due thereon at maturity
will be payable in immediately available funds against surrender
of such Notes at the office of the Paying Agent in The City of New
York or, subject to applicable laws and regulations and unless an
application is made as described below, at the office of any paying
agent by United States dollar check drawn on, or by transfer to a
United States dollar account maintained by the holder with, a bank
located in The City of New York. Unless an application is made as
described below, payment of interest on a Note will be made to the
person in whose name such Note is registered at the close of business
on the Regular Record Date (as defined below) immediately preceding
the related Interest Payment Date (as defined on the face of the Notes).
Regular Record Date means, with respect to any Interest Payment Date,
the fifteenth day prior to such Interest Payment Date (whether or not a
Business Day). Upon application of any holder to a paying agent not
later than the relevant Regular Record Date, payment of such principal
of or interest on any Note will be made by wire transfer to a United States
dollar account maintained by such holder.
(b) All moneys paid by or on behalf of the Company to the Paying Agent
or any other paying agent for the payments of the principal of or
interest on any Note which remain unclaimed at the end of two years
after such principal or interest shall have become due and payable
will be repaid to the Company (including all interest accrued, if any,
with respect to any such amounts) upon written request, and the holder
of such Note will thereafter look only to the Company for payment.
Upon such repayment, all liability of the Paying Agent and any other
paying agent with respect thereto shall cease, without, however,
limiting in any way the obligation of the Company in respect of the
amount so repaid, subject to the provisions of Section 14 below.
(c) The Company agrees that so long as any Note remains outstanding,
it will maintain a paying agent in London for payments on Notes and a
paying agent and registrar having a specified office in The City of New
York. The Company initially appoints, subject to the terms and conditions
in the Fiscal Agency Agreement, The Bank of New York Mellon, as
registrar, principal paying agent and transfer agent for the Notes and
The Bank of New York Mellon, as a paying agent for the Notes. Subject
to the foregoing, the Company shall have the right at any time to
terminate any such appointment and to appoint any other agents
in such other places as it may deem appropriate upon notice in
accordance with Section 15 below and in accordance with the terms
and conditions set forth in the Fiscal Agency Agreement.
(d) Payments in respect of the Notes shall be made in such currency
of the United States of America as at the time of payment shall be
legal tender for the payment of public and private debts.
(e) In acting under the Fiscal Agency Agreement and in connection
with the Notes, each of the Agents and each other paying agent
and transfer agent is acting solely as agent of the Company and
does not assume any obligation toward or relationship of agency
or trust for or with the owner or holder of any Note, except that any
funds held by any such agent for payment of principal of or interest
on the Notes shall be held in trust by it and applied as set forth
herein and in the Fiscal Agency Agreement. The obligations of
each of the Agents to the owners or holders of Notes are subject
to the immunities and rights as set forth in the Fiscal Agency Agreement.
10.
The Company may, at its option and subject to the terms and
conditions of the Fiscal Agency Agreement, redeem the Notes in
whole but not in part at any time upon 30 calendar days advance
(1 + NL x n2)
n2)
If the Company does not have the funds legally available for the
redemption of, or is otherwise unable to redeem all the Notes to
be redeemed on any redemption date, the Company will redeem
on such redemption date that number of Notes for which it has
legally available funds ratably on the basis of the redemption price
set out in Section 10. The remainder of the Notes will be redeemed
on the earliest practicable date on which the Company will have
funds legally available for the redemption of, or is otherwise able
to redeem, such Notes upon written notice of redemption.
If fewer than all Notes held by any holder are to be redeemed, the
notice of redemption mailed to such holder will specify the number
of Notes to be redeemed from such holder, which may be expressed
as a percentage of Notes held on the applicable record date.
12.
Asset Coverage.
13.
Additional Amounts.
Prescription.
Notices.
Definitions.
As used in this Note, each of the following terms shall have the
meaning set forth in the section of this Note set forth opposite
such term in the table below, unless the context otherwise requires:
Additional Amounts .........................
Section
Affiliate ...........................................
Applicable Law ............................... Section
Asset Coverage.................................
authorized denomination ..................
Section
Business Day ....................................
Calculation Agent............................. Section
Company ..........................................
Commission .....................................
Company Taxes ...............................
Section
Event of Default ...............................
Fiscal Agency Agreement ................
Section
Insolvency Event ..............................
Interest Payment Date ......................
Face of
Interest Period...................................
Intra-Period Broken
Funding Amount...............................
Section 10
Investment Company Act.................
Section
LIBOR ..............................................
LIBOR Determination Date ............. Section 2(c)
Lien...................................................
London Business Day.......................
Section
Maturity Date ...................................
Net Asset Value................................
Notes ................................................
Permitted Liabilities ........................ Section
Person ...............................................
Portfolio Guidelines ......................... Section
Regular Record Date ........................
Section
Related Proceeding...........................
Section
Reuters Screen LIBOR01 Page ........
Section 2(c)
Securities Act ...................................
Withholding Taxes ...........................
Section
EXHIBIT B
FORM OF GLOBAL NOTE
THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE
13
Section
6
Section
4
Section
2(c)
Face of
Section
6
Section
1(a)
Section
Note
Section
6
12
2(b)
Note
6(b)
7
7
2(c)
6(b)
Section 2(c)
Section 6
2(c)
Section
Section
Section
6(d)
Section
6
9(a)
16(b)
2(d)
6
1(a)
7
Face of Note
13
U.S.$_____________*
[No. S__]
ISIN No. [___________________]
*Denominations of any integral multiple of U.S.$100,000
above U.S.$100,000.
GLOBAL NOTE
The Thirty-Eight Hundred Fund, LLC
___ Notes due 20[ ]
The Thirty-Eight Hundred Fund, LLC (the Company), for value received,
hereby promises to pay to The Bank of New York Depositary (Nominees)
Limited, or registered assigns, as common depositary for Clearstream
Banking, societe anonyme and/or Euroclear Bank S.A./N.V., on ____,
20__ (or earlier redemption) upon surrender hereof, the principal sum
of ___________________ (U.S.$ ___________), and to pay interest
thereon from ______, 20__ or from the most recent Interest Payment
Date to which interest has been paid or duly provided for, quarterly
on _____, _____, _____ and _____ (each, an Interest Payment Date),
commencing _____, 20__, until the principal hereof is paid or duly
provided for. The interest rate applicable during each quarterly Interest
Period (as such term is defined in Section 2(c) of the Terms and
Conditions of the Notes attached hereto) shall be equal to the U.S. dollar
three-month LIBOR on the LIBOR Determination Date for such Interest
Period plus ______% per annum.
The interest payable on any such Interest Payment Date will, subject
to certain conditions set forth in the Terms and Conditions of the Notes
attached hereto, be paid to the person in whose name this Note is
registered at the close of business on the Regular Record Date
(as such term is defined in Section 9(a) of the Terms and Conditions
of the Notes attached hereto) preceding such Interest Payment Date.
Reference is made to the further provisions set forth under the Terms
and Conditions of the Notes attached hereto. Such further provisions
shall for all purposes have the same effect as though fully set forth at
this place.
The statements set forth in the legend, if any, above are an integral
part of the terms of this Note and by acceptance hereof each holder
of this Note agrees to be subject to and bound by the terms and
provisions set forth in such legend.
This Note shall not be valid or become obligatory for any purpose
until the certificate of authentication hereon shall have been
manually signed by a duly authorized signatory of the Fiscal Agent
under the Fiscal Agency Agreement referred to in the Terms and
Conditions of the Notes attached hereto.
This Note shall be governed by and construed in accordance
with the laws of the State of New York.
U.S.$_____________*
Date
Other Filings
Date
Other Filings
Date
Other Filings
Signature page for the filing of the annual report of the proxy voting record of registered management investment company (Form N-PX).
Pursuant to the requirements of the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
(Registrant) The Thirty-Eight Hundred Fund, LLC
By:
Name:
Title:
Date:
By:
Name:
Title:
Date:
Date
Other Filings