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UBS Activist Partners, L.L.C.

Private and Confidential


Table of Contents

Risk Considerations
The UBS Client Experience
Executive Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Activist Investing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Investment Process . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Activist Investing: A Hybrid Approach . . . . . . . . . . . . . . . . . .10
The Current Environment for Activist Investing . . . . . . . . . . .11
Activist Investing in Action . . . . . . . . . . . . . . . . . . . . . . . . . .12
Investment Objective . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .13
Portfolio Construction . . . . . . . . . . . . . . . . . . . . . . . . . . . . .14
Fund Managers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .15
Potential Benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .17
Potential Risks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .19
Investment Terms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .20
About UBS and UBS Alternative Investments US . . . . . . . . . .21
Due Diligence Process . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .22
Appendix . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .25

Private and Confidential


Risk Considerations

Interests of UBS Activist Partners, L.L.C. (the “Fund”) are sold only to qualified investors, and
only by means of a Private Placement Memorandum that includes information about the risks,
performance and expenses of the Fund. Clients are urged to read the Memorandum carefully
before subscribing. This presentation is for clients only and should not be reproduced or otherwise
distributed, in whole or in part. This is not an offer to sell any interests of the Fund, and is not a
solicitation of an offer to purchase them.

The Fund is not a mutual fund and it is not subject to the same regulatory requirements as mutual
funds. The Fund’s performance may be volatile, and investors may lose all or a substantial amount
of their investment in the Fund. The Fund may engage in leveraging and other speculative
investment practices that may increase the risk of investment loss. Portfolio assets of the Fund
typically will be illiquid. The Fund may not be required to provide periodic pricing or valuation
information to investors. It generally involves complex tax strategies and there may be delays in
distributing tax information to investors. The Fund may charge high fees that would reduce profits.
Interests of the Fund are illiquid and subject to restriction and change. There is no secondary market
for the interests of the Fund, and none is expected to develop. Interests of the Fund are not
deposits or obligations of, or guaranteed or endorsed by any bank or other insured depository
institution, and are not federally insured by the Federal Deposit Insurance Corporation, the Federal
Reserve Board, or any other governmental agency.

The Fund is a fund-of-funds, meaning that it will primarily invest in hedge funds managed by
persons not affiliated with UBS (or in accounts managed by persons not affiliated with UBS).
The overall performance of the Fund is dependent not only on the investment performance of the
manager of the Fund, but also on the performance of the underlying managers. An investor bears
two levels of fees, one charged by the Fund and another by the funds or accounts in which the
Fund invests.

The Fund is available only to individuals with at least $10 million in net worth exclusive of residence
and at least $5 million dollars in investable assets. It is also available to partnerships and other
entities with at least $25 million in investable assets.

Private and Confidential


The UBS Client Experience

In delivering the UBS Client Experience, our Financial


Advisors take the time to understand your needs and
goals and proactively provide appropriate solutions. We
keep you informed on a periodic basis, as appropriate,
to respond to ever-changing markets and your evolving
needs.

It is important that you understand the ways in which we conduct business and the applicable laws
and regulations that govern us. As a firm providing wealth management services to clients in the
United States, we are registered with the U.S. Securities and Exchange Commission (SEC) as an
investment advisor and a broker-dealer, offering both investment advisory and brokerage services.
Though there are similarities among these services, the investment advisory programs and
brokerage accounts we offer are separate and distinct, differ in material ways and are governed
by different laws and separate contracts.

It is important that you carefully read the agreements and disclosures that we provide to you about
the products or services we offer. While we strive to ensure the nature of our services is clear in the
materials we publish, if at any time you seek clarification of your accounts or services, please speak
with your Financial Advisor or call 201-352-9999. For more information, please visit our website at
www.ubs.com/workingwithus.

Private and Confidential


Executive Summary

UBS Activist Partners, L.L.C. (the “Fund”) is a concentrated hedge fund-of-funds that seeks
capital appreciation over the long term. Highlights include:

• Value Investment: Investment with value-oriented Managers, who will be primarily investing
in the public securities of companies trading below their intrinsic value

• “Private Equity” Approach to Public Equity: Investment with Managers who seek to act as
a catalyst to influence corporate management in an effort to unlock value for investors. These
Managers can take large stakes in a company to maximize their influence

• Concentrated Investment: The Fund will invest with 10 – 12 core Managers who invest in
a limited number of their highest conviction investment ideas

• Long-Biased Portfolio: The Fund will be long-biased with limited exposure to short
selling strategies

• Exclusive Access: UBS Activist Partners, L.L.C. is available exclusively to select clients of
UBS Financial Services Inc.

Private and Confidential 1


Executive Summary (cont’d)

Potential benefits for investors

• Equity Returns, Enhanced by Activist Investing Approach


– a value-oriented strategy where the Managers actively seek to “close the discount” between an
investment’s market price and its intrinsic value to potentially add value for investors

• “Event” Orientation of Strategy May Lessen Market Correlation


– the specific actions taken by the Managers may result in returns that exhibit a reduced
correlation to financial markets

• A Blend of Styles
– the Managers, who each employ their own style of “activism,” can invest in both equity and
debt securities, across geographies and market capitalizations

• Potential for Gains to be Treated as Long-Term Capital Gains

• Access to Experienced Investment Managers


– Investment Managers with demonstrated track records*
– lower minimum investment than if investors approached Managers directly

* Past performance is not indicative of future results.

Private and Confidential 2


Executive Summary (cont’d)

The Fund will be managed by UBS Alternative Investments US, a leader in hedge
funds-of-funds management for more than a decade.

• UBS Alternative Investments US has a demonstrated track record in managing hedge


funds-of-funds since 1995:
– currently manages 11 funds-of-funds, including domestic and offshore vehicles
– portfolio strategies include long/short equities, sector-focused, credit-oriented, special situations
and multi-strategy
– approximately $2.6 billion in assets under management (AUM)

• Within its funds-of-funds strategies, UBS Alternative Investments US has allocated its assets to a
number of shareholder activists who have been meaningful contributors to the performance of
its funds. It is this experience that has led to the creation of UBS Activist Partners, L.L.C.*

* Past performance is not indicative of future results.

Private and Confidential 3


Activist Investing

Activist Investing is an attempt by a shareholder of a publicly traded corporation to


exercise his or her rights to increase shareholder value. These investors employ a number
of value creation strategies, including:

• Equity Investments
– acquiring a large equity stake in a company to influence corporate management

• Distressed Debt Investments


– buying the debt of a distressed or bankrupt company to maximize its value through committee
representation or establishing control positions during a reorganization

• Special Situations
– engaging in extraordinary activities to promote value realization, for example, debt-for-equity
swaps, acquisitions or divestitures

Private and Confidential 4


Investment Process

The investment process typically consists of several discrete steps. The amount of time that each step requires
will vary, and in the aggregate, the investment process for certain Activist Investors can take up to three years
or more to unlock the full value of an investment.

Sourcing

Analysis and Due Diligence

“Active” Enhancement

Value Realization

Time

Note: There can be no assurance that the illustrated investment process will be successful or profitable. Investment involves risks, including the risk of losing principal.

Private and Confidential 5


Sourcing

Sourcing

Analysis and Due Diligence

“Active” Enhancement

Value Realization

Time

The investment process begins with a value-oriented review of candidates. These companies can have good cash
flow or asset-rich characteristics, but valuations may be depressed because of low investor expectations and/or a
history of investor disappointment. This can be the result of:

• Weak corporate management and/or Boards

• Flawed investment strategy

• Poor corporate governance

• Misallocation of capital or corporate resources

Because of low investor expectations, these companies can trade at a discount to what the Manager believes to
be their true intrinsic value.

Private and Confidential 6


Analysis and Due Diligence

Sourcing

Analysis and Due Diligence

“Active” Enhancement

Value Realization

Time

Managers next, will analyze and conduct thorough due diligence to fully understand the source of the discount to
intrinsic value and to identify potential actions which can enhance investor value. This step usually includes:

• Conducting intensive bottom-up research

• Analyzing all aspects of the capital structure

• Performing liquidation analysis

• Gauging the receptivity of management to change

• Analyzing the shareholder base

• Pinpointing financial and/or operational deficiencies

Following this analysis, the Managers will decide whether there is an opportunity to eliminate or narrow the
discount to intrinsic value.

Private and Confidential 7


Active Enhancement

Sourcing

Analysis and Due Diligence

“Active” Enhancement

Value Realization

Time

If there is sufficient value and the probability of a favorable outcome, Managers will carefully craft a strategy
and then begin to accumulate a meaningful share of securities in an attempt to influence management. Activist
actions can be pursued in a friendly or hostile manner. Techniques can range from discussions with management
to publicly advocating for change. Strategies can focus on the following:

• Strategic
– reshaping business plans, making divestitures or acquisitions

• Financial
– changing dividend policies, share repurchase programs, capital structure

• Operational
– seeking cost reduction programs or maximizing operational efficiencies

• Governance
– changing corporate management, directorship and/or realignment of governance policies and incentive structures

Private and Confidential 8


Value Realization

Sourcing

Analysis and Due Diligence

“Active” Enhancement

Value Realization

Time
Rather than passively buying or selling securities and waiting for change, Activist Investors seek to take specific
actions designed to realize the true value of a business. When the market price begins to approach the perceived
intrinsic value, Managers have a variety of exit strategies at their disposal:

• Open market sale of securities

• Private sale of securities

• Registered offering

• Mergers and buyouts

Value is created when the actions taken by the Managers are able to narrow the gap between the market price
of a security and its intrinsic value

Private and Confidential 9


Activist Investing: A Hybrid Approach

An activist-oriented investment can be viewed as a hybrid—a “private equity” approach to public equity. It combines
elements of both hedge fund and private equity structures to help increase investment flexibility and potential
opportunities.

Characteristics Typical Hedge Fund UBS Activist Partners Typical Private Equity Fund

Securities Public Public; private possible Private

Ownership Minimal Significant minority stake Majority ownership

Acquisition Cost Market price Market price Auction “premium”

Influence/Control Limited Significant influence, occasional control Significant influence, primarily


through control

Portfolio Concentration Diversified Concentrated Concentrated

Investment Varies Up to 3 years 3 – 10 years


Time Horizon

Liquidity/Lock Up Typically semiannual after initial Semiannual after initial 3-year lock None; 5 – 10 years
1-year lock

Exit Public market sale Public market, or sale to IPO or sale to strategic/financial
strategic/financial buyer buyer

Private and Confidential 10


The Current Environment for Activist Investing

Changes around the world are creating an environment which is seen as more favorable to
shareholder activism.

North America Japan


New laws, such Unwinding of
as Sarbanes- cross-ownership,
Oxley, foster new proxy voting
greater corporate guidelines and
accountability. advent of proxy
voting agencies.

Europe Asia
Major financial Increasing
and operational acceptance
restructurings of corporate
underway. governance
initiatives.

In addition, investors such as hedge funds are increasingly able to accumulate sufficient equity
positions to engage corporate management in a two-way dialogue.

Private and Confidential 11


Activist Investing in Action

Dissident Success Rate1 Recent studies show that Activist Investors have been
increasingly successful in their campaigns. In situations
80%
where a Manager declared his/her intention of becoming
active, findings show:
70%

• Hedge fund activists had a 100% success rate in replacing the


60%
CEO, a 74% success rate in achieving seats on a firm’s Board of
Directors and a 56% success rate in preventing a merger—all
50% objectives stated in their initial 13-D filings.3

40% • Targeted firms earned on average 10.3% of abnormal stock


returns (i.e., returns not explainable by movements in the
30% market) during the period surrounding the initial 13-D filing,
and dividends per share approximately doubled in the year
20% following the initial stake.3
2001 2002 2003 2004 2005 20062
3
April Klein, Associate Professor of Accounting, NYU Stern School of Business, October 2006;
Study period: 1/11/2003-12/31/2005
Source: The Wall Street Journal, FactSet
1
Number of outright victories, partial victories or settlements by
the dissident as a percentage of all proxy fights where an
outcome has been reached.
2
2006 figures are through October 2, 2006

In practice, certain institutional investors such as the California Public Employees Retirement System (CalPERS)
have successfully advocated for better corporate governance in hopes of generating excess returns. Their
success has led others to objectively evaluate shareholder concerns, rather than simply siding with corporate
management.

Private and Confidential 12


Investment Objective

The Investment Objective of UBS Activist Partners, L.L.C. is to seek capital appreciation
over the long term. In so doing, the Fund seeks to deploy its assets among a select
group of Investment Managers who pursue shareholder activism strategies as part
of their overall investment program.

“These are managers who actively seek to bolster the returns of their investments by
working with company managements to improve shareholder value directly. These
managers, who are some of our favorites in terms of their resources and insight
deployed in this pursuit, are another prime example of having conviction in one’s
capabilities. UTIMCO appreciates manager efforts to make something happen,
rather than waiting for it to happen.“*

University of Texas Investment Management Company (UTIMCO), a $20 billion corporation


that oversees the investments for The University of Texas and Texas A&M Systems.

*Source: UTIMCO 2005 Annual Report

Private and Confidential 13


Portfolio Construction

The Fund’s portfolio is designed to balance the risks of Manager concentration while
preserving the alpha generation of skilled Managers. Typical characteristics include:

• Investments with 10 – 12 core Managers

• Public equity investments and, to a lesser extent, debt investments

• Long-biased portfolio, with minimal short exposure

• Global orientation
– developed markets (primarily North America, Europe and Japan)
– limited emerging markets exposure

• A blend of investment styles


– large/small companies
– operational/financial strategies
– friendly or hostile situations

Past performance is not indicative of future results.

Private and Confidential 14


Fund Managers

The following table represents those Managers with whom the Fund intends to invest its capital. There can be no
guarantees that all or any of the Managers will receive capital from the Fund. (For more details on each fund, see
Appendix.)

Geographic Exposure Securities

Activist Principal Lock-Up North Western Nordic Japan Asia Emerging Equities Debt
Fund Period America Europe Ex-Japan Markets

Cevian Christer 3 years • •


Capital II Gardell

Chap-Cap Robert 2 years • •


Activist Partners Chapman

Harbinger Philip 2 years • • • • • •


Capital Partners Falcone
Special
Situations Fund

Icahn Carl 3 years • • • • • • •


Partners Icahn

Pardus European Karim 1 year • • • •


Special Samii
Opportunities
Fund

Private and Confidential 15


Fund Managers (cont’d)

Geographic Exposure Securities

Activist Principal Lock-Up North Western Nordic Japan Asia Emerging Equities Debt
Fund Period America Europe Ex-Japan Markets

Pershing Bill 2 years • •


Square Ackman

Steel Warren 3 years • • • • • • • •


Partners II Lichtenstein

Steel Partners Warren 3 years • •


Japan Lichtenstein
Strategic & Thomas
Fund Niedermeyer

Taiyo Pacific Brian 3 years • •


Partners Heywood

The Children’s Christopher 3 years • • • • • • •


Investment Hohn
Fund

Trian Partners Nelson 3 years • •


Peltz

Private and Confidential 16


Potential Benefits

Potential benefits of investing in UBS Activist Partners include:

• Exposure to Activist Investing


– capital appreciation over the long term from investment in equities, enhanced by Managers
who employ an activist investing approach
– investment with Managers who invest in a limited number of their highest conviction
investment ideas
– a value-oriented strategy that seeks to buy assets trading below their intrinsic value
– Manager-created “catalysts” which seek to close the discount between market price
and intrinsic value for investors, but may also help to reduce the Fund's correlation with
financial markets

• Experienced Investment Managers With Demonstrated Track Records*


– a range of investment styles (e.g., equity/debt investment, market capitalizations)

• Potential for Gains to be Treated as Long-Term Capital Gains

* Past performance is not indicative of future results.

Private and Confidential 17


Potential Benefits (cont’d)

A fund-of-funds approach offers numerous potential benefits:

• Professionally Researched Managers


– Manager selection and due diligence by a dedicated and experienced team
– ongoing due diligence to evaluate Managers and to make changes when appropriate

• Manager Access
– access to Managers whose funds are possibly closed to new and non-institutional investors
or which require a high investment minimum
– key relationships that can be difficult to replicate

• Multi-Manager Approach
– mitigates some risks inherent in single-manager fund investing, while preserving the alpha
generation of skilled Managers

Private and Confidential 18


Potential Risks

All investments carry specific risks. For this Fund, considerations include:

• Concentration
– the Fund will allocate to a limited number of Managers, each holding a limited number of
investments. Duplicate investments by more than one Manager will further increase exposure
to a single investment

• Limited Liquidity
– redemptions initially restricted for three years
– liquidity available semiannually thereafter1
– some of the Investment Funds subject to side pockets2

• Long-Biased Portfolio
– limited hedging; portfolio subject to traditional market risks

• Success Dependent Upon Manager’s Ability to Successfully Execute Strategy

• Other Risks
– as outlined in the Risk Considerations section of this presentation and the Private
Placement Memorandum

1
After a 3-year lock-up period, each June and December, with 100 days prior written notice. For each June withdrawal date, if interests
redeemed exceed 15% of the Fund’s Net Asset Value, such requests will be pro-rated.
2
The term “side pocket” refers to a portion of a fund’s less liquid investments that are segregated from the remainder of the fund.

Private and Confidential 19


Investment Terms

UBS Activist Partners, L.L.C.

Qualified Investors • An individual or beneficiary of IRA/participant-directed plan with a $10 million net worth (or jointly with spouse),
exclusive of residence.1

• A corporation, partnership or limited liability company with investable assets of at least $25 million. (Certain
entities may be subject to additional requirements.)

• Investment may not exceed 5% of the client’s net worth on the Client Account Inquiry (CAI).

• Investors subject to ERISA and other tax-exempt or tax-deferred investors may incur unrelated business taxable
income (“UBTI”) as a result of investment. Not suitable for Charitable Remainder Trusts.

Minimum Investment • $500,000

Additional Contributions • $100,000

Subscriptions • Monthly

Liquidity • After a 3-year lock-up period, each June and December, with 100 days prior written notice. For each June
withdrawal date, if interests redeemed exceed 15% of the Fund’s Net Asset Value, such requests will be
pro-rated.

Annual Management Fee • 1.50%

Placement Fee • 0 – 2%

1
UBS has imposed a higher-than-required net worth criteria. This is subject to change at the discretion of UBS Financial Services Inc. Individuals must also have investable assets of a least
$5 million.

Private and Confidential 20


About UBS and UBS Alternative Investments US

UBS AG
UBS is the world’s largest wealth manager and a recognized leader in alternative investments,
managing and distributing more than $70 billion in this category. Our global team has relationships
with many of the world’s leading hedge fund, managed futures, private equity and real estate
firms. We bring this elite talent to institutional and high net worth clients who seek attractive
risk-adjusted returns.

UBS Alternative Investments US


Headquartered in New York City, Alternative Investments US of UBS Financial Services Inc.
is an experienced manager in hedge funds and alternative investment strategies. It oversees
approximately $11 billion in assets across hedge funds, hedge funds-of-funds, managed futures,
private equity and real estate. Alternative Investments US has a demonstrated track record in
managing hedge funds-of-funds since 1995. It currently manages 11 funds-of-funds, including
domestic and offshore vehicles. Strategies include long/short equity, sector-focused, credit-oriented,
special situations and multi-strategy. Currently, Alternative Investments US has approximately $2.6
billion in hedge funds-of-funds assets under management.

Private and Confidential 21


Due Diligence Process

Every Manager to whom UBS Alternative Investments US has allocated capital undergoes
a rigorous due diligence process in which qualitative data is analyzed and conviction
established. Quantitative data points are also reviewed.

• As part of initial due diligence, a combination of direct and indirect research techniques are
utilized.* Of course, the process continues unabated after capital has actually been placed
with a Manager. Due diligence and monitoring are on-going over the life of the investment.

• The following pages outline our initial and ongoing due diligence processes.

* Not all of these factors are considered with respect to all Managers. Other factors may also be considered.

Private and Confidential 22


Initial Due Diligence Process

“Direct” Research

• On-site visits • Performance analysis and attribution

• Interviews with key personnel • Portfolio analysis

• Review of offering materials • Assessment of operational capabilities

• Audited financial statements

• Tax filings

“Indirect” Research

• Background checks • Regulatory history

• Reference checks, including: • Public filings


– prime brokers
– attorneys • Current/past investors
– accountants
• Industry network

* Not all of these factors are considered with respect to all Managers. Other factors may also be considered.

Private and Confidential 23


Ongoing Due Diligence Process

Ongoing Due Diligence and Monitoring

• Monitor portfolio risk/return • Semiannual Manager meetings

• Regular performance reviews and • Hire/fire Managers


Manager calls
• Reallocate capital
• Quarterly written updates

*Not all of these factors are considered with respect to all Managers. Other factors may also be considered.

Private and Confidential 24


Appendix

The following information was presented to us by the funds and their Managers with
whom the Fund intends to invest. You should note the following about this information:

• There is no guarantee that the Fund will invest in all of these different funds and Managers.

• The Fund’s investments will not be equally weighted, i.e., it intends to invest more money with
one or more of the funds and Managers, and less money with others.

• The Fund intends to invest over time, i.e., it will not invest in all of the funds and Managers at
the same time. Some investments may begin in January, some in April, and some later than that.

• The Fund may withdraw from the various underlying funds and Managers at different times.

• All performance and internal rate of return information contained in this Appendix A has been
approved by the funds and their Portfolio Managers. They are net of management fees, incentive
allocations and expenses. However, they do not reflect any fees that the Fund would charge.
2006 performance is estimated and unaudited. Please note that we have not independently
reviewed the performance information in this Appendix.

Private and Confidential 25


Cevian Capital II

AUM: $1 billion Portfolio Managers:


Christer Gardell is founder and Managing Partner of Cevian
Investment Minimum: $2.5 million Capital. Prior to forming Cevian, Gardell served as the CEO of
Custos, an investment company listed on the Stockholm Stock
Geographic Focus: Nordic Exchange (1996 – 2001). Before Custos, Gardell was a Partner
with Nordic Capital, a leading Nordic private equity firm. From
Total Return: 22.7% (July – Oct 2006)* 1984 – 1995, Mr. Gardell worked for McKinsey & Co, ultimately
70% IRR for predecessor fund (Oct 2003 – June 2006) as a Partner. He holds an M.Sc. in Economics and Business
Administration from the Stockholm School of Economics and
This reflects the net performance of a predecessor fund managed the London Business School.
by the principals of Cevian which pursued a strategy that was
substantially similar to that of Cevian Capital II. Past performance Lars Forberg is founder and Managing Partner of Cevian
is no guarantee of future results. Capital. Prior to forming Cevian, Forberg served as the CIO of
Custos, an investment company listed on the Stockholm Stock
Investment Overview: Exchange (1997 – 2001). Prior to joining Custos, Forberg was a
Substantial minority ownership positions are taken in a limited Partner of Nordic Capital, a leading Nordic private equity firm.
number of undervalued companies, where value can be created He holds an M.Sc. in Economics and Business Administration
through operational, hands on activism. Cevian is actively and from the Stockholm School of Economics and the University
deeply involved in portfolio companies, typically through board of Michigan.
participation.
Office Location(s): Stockholm
The investment strategy is to build a highly concentrated, long
only portfolio of 8 – 12 positions, held typically over a medium-
term investment horizon of 11/2 – 3 years.

*Partial year performance; past performance is not indicative of future results.

Performance for the S&P 500 Index over this same period was 9.1%. The S&P 500 Index should not be considered to be a benchmark for this Fund or for this Manager. The S&P 500 Index is an
unmanaged index and is considered to be generally representative of the U.S. large-cap stock market as a whole. The performance data for the S&P 500 Index assumes the reinvestment of all
dividends, but does not deduct any fees or expenses.

Private and Confidential 26


Chap-Cap Activist Partners

AUM: $300 million Portfolio Manager:


Robert Chapman is the founder and Portfolio Manager of
Investment Minimum: $5 million Chap-Cap Activist Partners. Chapman ran Chap-Cap Partners, L.P.
from 1996 – 2003. Prior experience includes time at Scudder,
Geographic Focus: North America Stevens & Clark, Inc., where he co-managed a portfolio
concentrating on distressed equities and turnarounds, and
Total Return: 1.5% (April – Oct 2006)* NatWest Securities, where he founded its Arbitrage and Strategic
Hedging Department. Chapman also worked at Junction Advisors
The portfolio manager previously managed another investment and Goldman Sachs & Co. He graduated Phi Beta Kappa from
partnership whose performance is not shown here. While this the University of California, Berkeley with a B.S. in Business
fund pursued a broader investment mandate, activist style Administration.
investments were included as part of its investment program.
Office Location(s): Los Angeles
Investment Overview:
The Fund focuses on small-cap activism, employing social, legal
and financial leverage upon target public companies in an effort
to narrow the activist arbitrage spread between unaffected/public
and induced/restructured-private market value.

The investment strategy is to build a highly concentrated, long


only portfolio of 5 – 10 positions.

*Partial year performance; past performance is not indicative of future results.

Performance for the S&P 500 Index over this same period was 7.5%. The S&P 500 Index should not be considered to be a benchmark for this Fund or for this Manager. The S&P 500 Index is an
unmanaged index and is considered to be generally representative of the U.S. large-cap stock market as a whole. The performance data for the S&P 500 Index assumes the reinvestment of all
dividends, but does not deduct any fees or expenses.

Private and Confidential 27


Harbinger Capital Partners Special Situations Fund

AUM: $4.2 billion Portfolio Manager:


Philip Falcone is a senior managing director at Harbinger Capital
Investment Minimum: $5 million Partners (2001 – present). He has also managed Harbinger
Capital Partners (HCP) since June 2001. Before joining Harbinger,
Geographic Focus: North America Falcone was head of high-yield trading at Barclays Capital
(1998 – 2000) and at Gleacher Natwest, Inc. (1997 – 1998).
Total Return: 6.4% (Aug – Oct 2006)* From 1995 – 1997, he was Senior High Yield Trader at First Union
Capital Markets. From 1990 – 1995, Falcone was President and
The portfolio manager previously managed another investment COO of AAB Mfg. Corp. after acting as Senior High-Yield Trader
partnership whose performance is not shown here. While this at Kidder, Peabody, & Co., Inc from 1985 – 1990. He earned a
fund pursued a broader investment mandate, activist style B.A. in Economics from
investments were included as part of its investment program. Harvard University in 1984.

Investment Overview: Office Location(s): New York


The Fund seeks to achieve superior absolute returns by investing
long-only in a limited number of medium- to long-term
investments involving distressed/high-yield debt, special situation
equities and private loans/notes. The Fund will focus on holding
10 – 15 longer term, control oriented and frequently less liquid,
distressed investments.

*Partial year performance; past performance is not indicative of future results.

Performance for the S&P 500 Index over this same period was 8.4%. The S&P 500 Index should not be considered to be a benchmark for this Fund or for this Manager. The S&P 500 Index is an
unmanaged index and is considered to be generally representative of the U.S. large-cap stock market as a whole. The performance data for the S&P 500 Index assumes the reinvestment of all
dividends, but does not deduct any fees or expenses.

Private and Confidential 28


Icahn Partners

AUM: $3.5 billion Portfolio Manager:


Carl Icahn is founder, Chairman and CEO of Icahn Management,
Investment Minimum: $25 million LP. Before starting Icahn Management in 2004, Icahn had been
investing his own capital in an activist-oriented strategy. Icahn
Geographic Focus: Global graduated from Princeton University in 1957 with a B.A. in
Philosophy.
Annualized Return: 19.0% (Nov 2004 – Oct 2006)*
Office Location(s): New York
Investment Overview:
Rather than “search for alpha,” Icahn Management seeks
to create alpha by investing in businesses it perceives to be
undervalued, mismanaged or misunderstood, and seeks to
act as a catalyst for change. The strategy is focused on
approximately 3 – 5 activist positions that may represent
50% – 75% of the portfolio.

*Past performance is not indicative of future results. Performance shown is net of fees and expenses.

Performance for the S&P 500 Index over this same period was 12.5%. The S&P 500 Index should not be considered to be a benchmark for this Fund or for this Manager. The S&P 500 Index is
an unmanaged index and is considered to be generally representative of the U.S. large-cap stock market as a whole. The performance data for the S&P 500 Index assumes the reinvestment of
all dividends, but does not deduct any fees or expenses.

Private and Confidential 29


Pardus European Special Opportunities Fund

AUM: Not disclosed Before joining UBS Warburg, Samii was a Vice President in the
investment banking division of Bankers Trust (1993 – 1996). He
Investment Minimum: $1 million earned an M.B.A. from New York University with Beta Gamma
Sigma honors and a B.A. in Economics from Columbia University.
Geographic Focus: North America, Western Europe Samii also studied European Union formation at the London
School of Economics.
Annualized Return: 30.4% (April 2005 – Oct 2006)*
Joseph Thornton co-founded Pardus with Samii. Thornton
Investment Overview: began his career in 1988 as an attorney at Rogers & Wells
Pardus is an event-driven hedge fund focused on deep value (now Clifford Chance) in the firm’s corporate and securities
investments. The Managers seek to unlock value through department. In 1993, Thornton helped launch WR Huff’s
total restructuring solutions of stressed/distressed opportunities alternative funds, which invested opportunistically in distressed
and special situations, primarily in Western Europe and securities, mezzanine debt and special situations. Thornton has
opportunistically in other regions where the principals have experience on numerous creditors committees, serving as
expertise. Chairman of Adelphia Communications. Most recently, he is
serving as Chairman of the Official Equity Committee at Delphi
Portfolio Managers: Corporation. He earned his J.D., M.B.A., and B.A. in Economics
Karim Samii is President, CIO and founder of Pardus Capital. and Political Science from the University of North Carolina,
Before starting Pardus, Samii spent three years as a restructuring Chapel Hill. Thornton is a CFA charter holder.
and distressed debt specialist for WR Huff Asset Management
Co. From 1999 – 2001, Samii served as Managing Director of an Office Location(s): New York, Frankfurt
emerging market high-yield research team at Credit Suisse First
Boston. From 1996 – 1999, he was an Executive Director at UBS
Warburg, leading a team of global high-yield research analysts.

*Past performance is not indicative of future results. Performance shown is net of fees and expenses.

Performance for the S&P 500 Index over this same period was 12.3%. The S&P 500 Index should not be considered to be a benchmark for this Fund or for this Manager. The S&P 500 Index is
an unmanaged index and is considered to be generally representative of the U.S. large-cap stock market as a whole. The performance data for the S&P 500 Index assumes the reinvestment of
all dividends, but does not deduct any fees or expenses.

Private and Confidential 30


Pershing Square

AUM: $2.0 billion Portfolio Manager:


Bill Ackman is the founder and Portfolio Manager of Pershing
Investment Minimum: $5 million Square. Prior to founding Pershing Square, Ackman co-ran
Gotham Partners, a public and private equity investment
Geographic Focus: North America partnership (1993 – 2004). He earned an M.B.A. from Harvard
Business School and graduated magna cum laude from Harvard
Annualized Return: 35.6% (Jan 2004 – Oct 2006)* College.

Investment Overview: Office Location(s): New York


Concentrated (typically 8 – 12 positions), research-intensive
investments in businesses with gross discrepancies between
trading price and intrinsic value. The Fund will play an activist
role in select situations if return on opportunity cost and
invested time is expected to be very high.

*Past performance is not indicative of future results. Performance shown is net of fees and expenses.

Performance for the S&P 500 Index over this same period was 9.8%. The S&P 500 Index should not be considered to be a benchmark for this Fund or for this Manager. The S&P 500 Index is an
unmanaged index and is considered to be generally representative of the U.S. large-cap stock market as a whole. The performance data for the S&P 500 Index assumes the reinvestment of all
dividends, but does not deduct any fees or expenses.

Private and Confidential 31


Steel Partners II

AUM: $2.3 billion Portfolio Manager:


Warren Lichtenstein is co-founder and sole managing member
Investment Minimum: $10 million of Steel Partners. He began his career as an analyst with Para
Partners, L.P., which invests in risk arbitrage and related
Geographic Focus: Global situations. In 1988, he joined Ballantrae Partners, L.P. as an
acquisition/arbitrage analyst. He earned a B.A. in Economics
Annualized Return: 18.6% (Oct 1993 – Oct 2006)* in 1987 from the University of Pennsylvania.

Investment Overview: Office Location(s): New York, Los Angeles, London, Seoul,
The Fund invests in under-followed, undervalued securities, Tokyo, Beijing, Hong Kong
including debt (senior and subordinated) and equities of public
and private companies. The Investment Manager attempts to
work with management to implement long-term strategies to
unlock and build value. Bottom-up portfolio construction process
focuses on 20 – 30 core positions, with 5 – 10 making up 50%
of the portfolio. Average holding period is approximately 3 – 5
years. The portfolio is long biased, with net exposure usually
greater than 80%.

*Past performance is not indicative of future results. Performance shown is net of fees and expenses.

Performance for the S&P 500 Index over this same period was 10.8%. The S&P 500 Index should not be considered to be a benchmark for this Fund or for this Manager. The S&P 500 Index is
an unmanaged index and is considered to be generally representative of the U.S. large-cap stock market as a whole. The performance data for the S&P 500 Index assumes the reinvestment of
all dividends, but does not deduct any fees or expenses.

Private and Confidential 32


Steel Partners Japan Strategic Fund

AUM: $3.2 billion Thomas Niedermeyer is co-founder and is presently a


managing member of the General Partner of Steel Partners
Investment Minimum: $10 million Japan. He is also co-founder and Managing Partner of Liberty
Square Asset Management. Before founding Liberty Square,
Geographic Focus: Japan he co-founded Teton partners—a foreign equity focused hedge
fund. Niedermeyer’s credentials also include: research salesman
Annualized Return: 18.7% (April 2002 – Oct 2006)* at Nomura International, Inc. (1982 – 1984); Japanese equity
specialist at Hoare Govett, Inc. (1984 – 1986); Vice President
Investment Overview: at Salomon Brothers (1986 – 1989); and Principal with Morgan
Actively invests in Japanese companies to act as a catalyst for Stanley and Co. He earned a B.A. from the University of
change by aggressively pursuing actions to unlock value in Washington.
undervalued stocks. Bottom-up portfolio construction process
focusing on 30 – 40 core positions, with 5 – 10 making up 50% Yusuke Nishi is Director of Steel Partners Japan, K.K., a
of the portfolio. Average holding period is approximately three consultant to Steel Partners Japan. Most recently, he was a
years or longer. Portfolio is long biased with net exposure usually Director for the Tokyo M&A Advisory Group for ING Baring
greater than 80%. Securities in Japan. He began his career in 1988 at Nikko
Securities Co., Ltd., a Japanese Securities firm, where he
Portfolio Managers: was involved in Capital Markets and M&A advisory. From
Warren Lichtenstein is co-founder and sole managing member 1999 – 2000, Nishi served as Assistant Director in Tokyo M&A
of Steel Partners. He began his career as an analyst with for Jardine Fleming Securities. He received a B.A. from Aoyama-
Para Partners, L.P., which invests in risk arbitrage and related Gakuin University and an M.B.A. from Manchester Business
situations. In 1988, he joined Ballantrae Partners, L.P. as an School.
acquisition/arbitrage analyst. He earned a B.A. in Economics
in 1987 from the University of Pennsylvania. Office Location(s): New York, Boston, Tokyo

*Past performance is not indicative of future results. Performance shown is net of fees and expenses.

Performance for the S&P 500 Index over this same period was 6.0%. The S&P 500 Index should not be considered to be a benchmark for this Fund or for this Manager. The S&P 500 Index is an
unmanaged index and is considered to be generally representative of the U.S. large-cap stock market as a whole. The performance data for the S&P 500 Index assumes the reinvestment of all
dividends, but does not deduct any fees or expenses.

Private and Confidential 33


Taiyo Pacific Partners

AUM: $1.2 billion Portfolio Managers:


Michael King, Brian Heywood and John Hammond co-
Investment Minimum: $10 million founded Taiyo Pacific Partners in 2001 and run the Taiyo Fund
in association with Wilbur Ross. The Investment Committee
Geographic Focus: Japan makes all decisions and is comprised of Messrs. Heywood,
King, Hammond and Ross.
Annualized Return: 22.8% (July 2003 – Oct 2006)*
Michael King, prior to starting the Taiyo Funds, worked as a
The performance above is for Taiyo Pacific Partners which is fund manager for Wanger Asset Management, running $600
currently closed to investors. Taiyo intends to open a new fund million in Japanese securities. He lived in Japan for over five
that pursues an investment program substantially similar to that years and earned an M.B.A. from the University of Chicago.
of Taiyo Pacific Partners, but will focus on mid-capitalization
companies. Brian Heywood has extensive experience working in
management consulting at JD Power. He has lived in Japan
Investment Overview: for 13 years and graduated from Harvard University in 1991
A mid-cap, Japanese activist fund focused on engaging and with an honors degree in East Asian studies.
supporting management in the areas of capital allocation,
globalization, strategy/positioning, M&A and ROIC. John Hammond has extensive consulting and management
experience as the COO for JD Power and CEO for Intellichoice.
The investment strategy is to build a highly concentrated, Over the course of his career, he has acted as a consultant to
long- only portfolio of 8 – 15 positions, held typically over hundreds of multinational corporations and boards of directors.
a medium-term investment horizon of 11/2 – 3 years. He earned a Ph.D. in Econometrics and Economic Policy from
George Washington University.

Office Location(s): Monterey, New York, Tokyo

*Past performance is not indicative of future results. Performance shown is net of fees and expenses.

Performance for the S&P 500 Index over this same period was 13.0%. The S&P 500 Index should not be considered to be a benchmark for this Fund or for this Manager. The S&P 500 Index is
an unmanaged index and is considered to be generally representative of the U.S. large-cap stock market as a whole. The performance data for the S&P 500 Index assumes the reinvestment of
all dividends, but does not deduct any fees or expenses.

Private and Confidential 34


The Children’s Investment Fund

AUM: Not disclosed Portfolio Manager:


Christopher Hohn is the founder and Portfolio Manager of
Investment Minimum: $15 million TCI. Prior to founding TCI, Hohn led Perry Capital’s European
event-driven investment strategy from 1997 – 2003, managing
Geographic Focus: Global $1 billion – $2 billion of capital and generating high returns with
low levels of drawdown. While at Perry, Hohn established the
Annualized Return: 42.3% (Jan 2004 – Oct 2006)* London office in 1998, which employed 20 people. Prior to
Perry, Hohn worked at Apax Partners on special situation LBOs in
Investment Overview: Europe, and at Coopers & Lybrand as a manager in the corporate
TCI is a global, value-opportunistic, long-biased investment fund finance division. He earned his M.B.A. with high distinction from
that looks to use three scenarios for investing in companies: (a) Harvard Business School and a B.Sc. in Accounting and Business
companies that are undervalued or under-researched; (b) those Economics (1st class honors) from Southampton University in
waiting for a catalyst to be released; and (c) those where it is England.
believed activism can add value. The fund looks for investment
opportunities with a long-term time horizon to release value. Office Location(s): London, Hong Kong
A typical portfolio consists of 50 positions where the top 10
account for 75% – 80% of NAV and where net exposure is
usually 110% – 115% net long.

*Past performance is not indicative of future results. Performance shown is net of fees and expenses.

Performance for the S&P 500 Index over this same period was 9.8%. The S&P 500 Index should not be considered to be a benchmark for this Fund or for this Manager. The S&P 500 Index is an
unmanaged index and is considered to be generally representative of the U.S. large-cap stock market as a whole. The performance data for the S&P 500 Index assumes the reinvestment of all
dividends, but does not deduct any fees or expenses.

Private and Confidential 35


Trian Partners

AUM: Not disclosed Throughout his extensive career, Peltz has served as CEO,
Chairman, and Board member of numerous public companies. He
Investment Minimum: $25 million attended The Wharton School of the University of Pennsylvania.

Geographic Focus: North America Peter May is President and a founding partner of Trian Partners.
May is also a director, President and COO of Triarc since April
Total Return: 16.5% (Nov 05 – Oct 06)* 1993. Throughout his extensive career, May has been President,
COO, and Board member of numerous public companies. He
Investment Overview: graduated from the University of Chicago with an A.B., and
Operational activists seeking to create significant capital received his MBA from the University of Chicago School of
appreciation by adding value to companies through active, Business and is a CPA.
hands-on influence and involvement.
Ed Garden is Portfolio Manager and a founding partner of Trian
The investment strategy is to build a highly concentrated, long Partners. He is also a Director and Vice Chair of Triarc since
only portfolio of 4 – 6 positions, held typically over a medium- August 2003. Garden also serves as a director for Deerfield
term investment horizon of 1 – 3 years. Capital Management, LLC. Before Joining Trian, he was a
Managing Director at CSFB, where he served as a senior
Portfolio Managers: investment banker in the Financial Sponsors Group. He
Nelson Peltz is the CEO and a founding partner of Trian Fund graduated from Harvard College with a B.A. in Economics.
Management. Peltz is also a Director and the Chairman and CEO
of Triarc, a publicly held company controlled by Peltz and his Office Location(s): New York
longtime business partner, Peter May, since April 1993.

*Partial year performance; past performance is not indicative of future results

Performance for the S&P 500 Index over this same period was 16.4%. The S&P 500 Index should not be considered to be a benchmark for this Fund or for this Manager. The S&P 500 Index is
an unmanaged index and is considered to be generally representative of the U.S. large-cap stock market as a whole. The performance data for the S&P 500 Index assumes the reinvestment of
all dividends, but does not deduct any fees or expenses.

Private and Confidential 36


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