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
Excelsior Multi-Strategy Hedge Fund of Funds Master Fund, LLC
(Exact name of registrant as specified in charter)
225 High Ridge Road
(Address of principal executive offices) (Zip code)
Steven L. Suss
U.S. Trust Hedge Fund Management, Inc.
225 High Ridge Road
(Name and address of agent for Service)
Registrant's telephone number, including area code: (866) 921-7951
Date of fiscal year end: 3/31/2010
Date of reporting period: 3/31/2010
ITEM 1. REPORTS TO STOCKHOLDERS.
EXCELSIOR MULTI-STRATEGY HEDGE FUND OF FUNDS MASTER FUND, LLC
Financial Statements
With Report of Independent Registered Public Accounting Firm
Year Ended March 31, 2010
Excelsior Multi-Strategy Hedge Fund of Funds Master Fund, LLC
Financial Statements
Year Ended March 31, 2010
Contents
Report of Independent Registered Public Accounting Firm | 1 |
| |
Statement of Assets, Liabilities and Members’ Capital | 2 |
| |
Schedule of Investments | 3 |
| |
Statement of Operations | 5 |
| |
Statements of Changes in Members’ Capital | 6 |
| |
Statement of Cash Flows | 7 |
| |
Financial Highlights | 8 |
| |
Notes to Financial Statements | 9 |
The Registrant files its complete schedule of portfolio holdings with the Securities and Exchange Commission (the "Commission") for the first and third quarters of each fiscal year on Form N-Q. The Registrant’s Forms N-Q are available on the Commission’s website at http://www.sec.gov, and may be reviewed and copied at the Commission’s Public Reference Room in Washington, DC. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330. Information on Form N-Q is available without charge, upon request, by calling (866) 921-7951.
A description of the policies and procedures that the Registrant uses to determine how to vote proxies relating to portfolio securities is available without charge, upon request, by calling (866) 921-7951 and on the Commission’s website at http://www.sec.gov.
Information regarding how the Registrant voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available without charge, upon request, by calling (866) 921-7951, and on the Commission’s website at http://www.sec.gov.
Report of Independent Registered Public Accounting Firm
To the Board of Managers and Members of
Excelsior Multi-Strategy Hedge Fund of Funds Master Fund, LLC:
In our opinion, the accompanying statement of assets, liabilities and members' capital, including the schedule of investments, and the related statements of operations, of changes in members' capital and of cash flows and the financial highlights present fairly, in all material respects, the financial position of Excelsior Multi-Strategy Hedge Fund of Funds Master Fund, LLC (the “Company”, formerly Excelsior Directional Hedge Fund of Funds Master Fund, LLC) at March 31, 2010, the results of its operations and its cash flows for the year then ended, the changes in its members’ capital for each of the two years in the period then ended, and the financial highlights for each of the four years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Company's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements 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 are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of investments at March 31, 2010 by correspondence with the custodian and underlying portfolio funds, provide a reasonable basis for our opinion. The financial highlights of the Company for the year ended March 31, 2006 were audited by other auditors whose report dated May 25, 2006, expressed an unqualified opinion on such financial statements.
PricewaterhouseCoopers LLP
New York, NY
June 1, 2010
Excelsior Multi-Strategy Hedge Fund of Funds Master Fund, LLC
Statement of Assets, Liabilities and Members’ Capital
March 31, 2010
ASSETS | | | |
| | | |
Investments in Portfolio Funds, at fair value (cost $345,220,803) | | $ | 416,550,535 | |
Cash and cash equivalents | | | 5,953,258 | |
Investments in Portfolio Funds made in advance | | | 8,000,000 | |
Redemptions receivable from investments in Portfolio Funds | | | 3,432,385 | |
Other assets | | | 489 | |
| | | | |
Total Assets | | | 433,936,667 | |
| | | | |
LIABILITIES | | | | |
| | | | |
Advisory fee payable | | | 1,053,454 | |
Professional fees payable | | | 65,175 | |
Board of Managers' fees payable | | | 10,000 | |
Other liability | | | 8,113 | |
| | | | |
Total Liabilities | | | 1,136,742 | |
| | | | |
Net Assets | | $ | 432,799,925 | |
| | | | |
MEMBERS' CAPITAL | | | | |
| | | | |
Represented by: | | | | |
Net Capital* | | $ | 361,470,193 | |
Net accumulated unrealized appreciation on investments | | | 71,329,732 | |
| | | | |
Members' Capital | | $ | 432,799,925 | |
*Net capital includes net subscriptions, cumulative net investment income/(loss) and cumulative net realized gain/(loss) from investments in the Portfolio Funds.
The accompanying notes are an integral part of these financial statements.
Excelsior Multi-Strategy Hedge Fund of Funds Master Fund, LLC
March 31, 2010
| First | | | | | | | | % | | % Ownership | | First Available | | |
| Acquisition | | | | | Fair | | | of Members’ | | of Portfolio | | Redemption | | |
Portfolio Funds * | Date | | Cost ** | | | Value ** | | | Capital | | Funds | | Date *** | | Liquidity **** |
| | | | | | | | | | | | | | | | | |
Event Driven/Relative Value Funds | | | | | | | | | | | | | | | | | |
American Durham L.P. | 7/1/2008 | | $ | 4,439,341 | | | $ | 2,477,935 | | | | 0.57 | % | | | 12.56 | % | | | N/A | | (1) |
Anchorage Capital Partners, L.P. | 10/1/2009 | | | 14,000,000 | | | | 14,818,127 | | | | 3.42 | % | | | 0.62 | % | | 9/30/2010 | | Quarterly |
Aristeia Partners, L.P. | 4/1/2008 | | | 10,537,502 | | | | 16,322,164 | | | | 3.77 | % | | | 4.82 | % | | | N/A | | Quarterly |
Brevan Howard, L.P. | 2/1/2009 | | | 16,214,798 | | | | 17,023,574 | | | | 3.93 | % | | | 0.69 | % | | | N/A | | Monthly |
Canyon Value Realization Fund, L.P. | 7/1/2003 | | | 239,444 | | | | 2,016,499 | | | | 0.47 | % | | | 0.09 | % | | | N/A | | (2) |
Centaurus Alpha Fund, L.P. | 4/1/2009 | | | 604 | | | | 56,258 | | | | 0.01 | % | | | 4.60 | % | | | N/A | | (1) |
Drake Global Opportunities Fund, L.P. | 4/1/2009 | | | 33,761 | | | | 73,540 | | | | 0.02 | % | | | 0.56 | % | | | N/A | | (1) |
DSC Acquisitions, LLC | 4/1/2009 | | | 37,735 | | | | 38,395 | | | | 0.01 | % | | | 0.96 | % | | | N/A | | (2) |
Farallon Capital Partners, L.P. | 11/1/2004 | | | 14,983,704 | | | | 17,898,312 | | | | 4.14 | % | | | 0.31 | % | | | N/A | | (3) |
Garrison Special Opportunity Fund, L.P. | 7/1/2009 | | | 4,000,000 | | | | 4,324,364 | | | | 1.00 | % | | | 1.00 | % | | | N/A | | Annually |
JANA Partners, L.P. | 4/1/2009 | | | 133,460 | | | | 171,992 | | | | 0.04 | % | | | 0.23 | % | | | N/A | | (2) |
Lydian Partners SPV, Ltd. | 4/1/2009 | | | 475 | | | | 475 | | | | 0.00 | % | | | 3.05 | % | | | N/A | | (2) |
Monarch Debt Recovery Fund, L.P. | 7/1/2009 | | | 7,000,000 | | | | 8,285,472 | | | | 1.91 | % | | | 2.90 | % | | 12/31/2011 | | Annually |
Pentwater Event Fund LLC | 7/1/2008 | | | 242,776 | | | | 323,358 | | | | 0.07 | % | | | 0.45 | % | | | N/A | | (2) |
Polygon Global Opportunities Fund, L.P. | 8/1/2006 | | | 11,214,423 | | | | 5,744,652 | | | | 1.33 | % | | | 1.59 | % | | | N/A | | (1) |
Strategic Value Restructuring Fund, L.P. | 4/1/2009 | | | 934,076 | | | | 619,302 | | | | 0.14 | % | | | 0.10 | % | | | N/A | | (2) |
SVRF (Onshore) Holdings LLC | 4/1/2009 | | | 1,204,692 | | | | 1,129,694 | | | | 0.26 | % | | | 3.58 | % | | | N/A | | (1) |
Vicis Capital Fund | 4/1/2009 | | | 2,379,600 | | | | 1,288,864 | | | | 0.30 | % | | | 0.74 | % | | | N/A | | (1) |
Waterfall Eden Fund, L.P. | 7/1/2008 | | | 13,557,904 | | | | 11,327,998 | | | | 2.62 | % | | | 12.10 | % | | | N/A | | (2) |
Strategy Total | | | | 101,154,295 | | | | 103,940,975 | | | | 24.01 | % | | | | | | | | | |
Hedged Long/Short Equity Funds | | | | | | | | | | | | | | | | | | | | | | |
Alydar QP Fund L.P. | 4/1/2009 | | | 11,877,385 | | | | 12,248,193 | | | | 2.83 | % | | | 2.28 | % | | | N/A | | Quarterly |
Foundation Partners, L.P. | 7/1/2002 | | | 8,000,000 | | | | 10,702,031 | | | | 2.47 | % | | | 9.86 | % | | | N/A | | Quarterly |
Prism Partners III Leveraged, L.P. | 7/1/2009 | | | 5,000,000 | | | | 5,593,468 | | | | 1.29 | % | | | 1.51 | % | | | N/A | | Quarterly |
SAB Capital Partners, L.P. | 4/1/2001 | | | - | | | | 718,575 | | | | 0.17 | % | | | 0.19 | % | | | N/A | | (2) |
Scopia PX, LLC | 9/1/2005 | | | 11,000,000 | | | | 15,649,781 | | | | 3.62 | % | | | 5.75 | % | | | N/A | | Quarterly |
Spring Point Opportunity Partners, L.P. | 7/1/2006 | | | 9,610,520 | | | | 15,212,900 | | | | 3.51 | % | | | 4.16 | % | | | N/A | | Quarterly |
Tiedemann/Falconer Partners, L.P. | 4/1/2009 | | | 5,301,238 | | | | 4,689,296 | | | | 1.08 | % | | | 1.84 | % | | | N/A | | Quarterly |
Strategy Total | | | | 50,789,143 | | | | 64,814,244 | | | | 14.97 | % | | | | | | | | | |
Hedged Sector Funds | | | | | | | | | | | | | | | | | | | | | | |
Coatue Qualified Partners, L.P. | 1/1/2002 | | | 6,000,000 | | | | 15,603,388 | | | | 3.61 | % | | | 1.35 | % | | | N/A | | Quarterly |
Longbow Partners, L.P. | 5/1/2004 | | | 12,200,000 | | | | 17,539,757 | | | | 4.05 | % | | | 6.80 | % | | | N/A | | Quarterly |
Seligman Tech Spectrum Fund, LLC | 4/1/2009 | | | 4,610,345 | | | | 5,614,134 | | | | 1.30 | % | | | 1.09 | % | | 4/30/2010 | | Monthly |
Tufton Oceanic Hedge Fund, Ltd. | 11/1/2009 | | | 7,500,000 | | | | 7,352,827 | | | | 1.70 | % | | | 0.61 | % | | | N/A | | Monthly |
Strategy Total | | | | 30,310,345 | | | | 46,110,106 | | | | 10.66 | % | | | | | | | | | |
Opportunistic Long/Short (Global) Funds | | | | | | | | | | | | | | | | | | | | | | |
AKO Partners, L.P. | 10/1/2005 | | | 11,500,000 | | | | 19,519,298 | | | | 4.51 | % | | | 4.08 | % | | | N/A | | Quarterly |
Amiya Global Emerging Opportunities Fund, L.P. | 8/1/2009 | | | 10,000,000 | | | | 10,648,268 | | | | 2.46 | % | | | 3.40 | % | | 9/30/2010 | | Quarterly |
Artha Emerging Markets Funds, L.P. | 4/1/2008 | | | 13,720,130 | | | | 17,139,684 | | | | 3.96 | % | | | 3.12 | % | | | N/A | | Quarterly |
Egerton Capital Partners, L.P. | 10/1/2009 | | | 5,000,000 | | | | 5,266,669 | | | | 1.22 | % | | | 1.18 | % | | | N/A | | Quarterly |
Henderson Asia Pacific Absolute Return Fund, Ltd. | 10/1/2008 | | | 8,966,478 | | | | 9,600,115 | | | | 2.22 | % | | | 1.65 | % | | | N/A | | Monthly |
Indus Asia Pacific Fund, L.P. | 3/1/2004 | | | 15,000,000 | | | | 18,889,300 | | | | 4.36 | % | | | 2.85 | % | | | N/A | | Quarterly |
Indus Japan Fund, L.P. | 3/1/2004 | | | 6,000,000 | | | | 9,254,394 | | | | 2.14 | % | | | 5.98 | % | | | N/A | | Quarterly |
Meditor European Hedge Fund (B) Limited | 7/1/2009 | | | 15,000,000 | | | | 15,654,772 | | | | 3.62 | % | | | 0.78 | % | | | N/A | | Monthly |
Rohatyn Group Global Opportunity Partners, L.P. | 4/1/2009 | | | 133,980 | | | | 146,309 | | | | 0.03 | % | | | 0.12 | % | | | N/A | | (2) |
Strategy Total | | | | 85,320,588 | | | | 106,118,809 | | | | 24.52 | % | | | | | | | | | |
Opportunistic (U.S. Only) Funds | | | | | | | | | | | | | | | | | | | | | | |
Addison Clark Fund, L.P. | 4/1/2008 | | | 15,016,635 | | | | 16,622,650 | | | | 3.84 | % | | | 5.41 | % | | | N/A | | Quarterly |
Brookside Capital Partners II, L.P. | 7/1/2009 | | | 15,000,000 | | | | 15,875,661 | | | | 3.67 | % | | | 2.44 | % | | 9/30/2010 | | Quarterly |
Cadmus Capital Partners (QP), L.P. | 7/1/2003 | | | - | | | | 339,067 | | | | 0.08 | % | | | 9.46 | % | | | N/A | | (1) |
Royal Capital Value Fund (QP), L.P. | 7/1/2008 | | | 16,879,797 | | | | 16,005,100 | | | | 3.70 | % | | | 2.52 | % | | | N/A | | Annually |
Seminole Capital Partners, L.P. | 9/1/2005 | | | 7,200,000 | | | | 13,484,667 | | | | 3.12 | % | | | 2.70 | % | | | N/A | | Semi-annually |
Swiftcurrent Partners, L.P. | 10/1/2000 | | | 10,550,000 | | | | 16,870,066 | | | | 3.90 | % | | | 1.65 | % | | | N/A | | (4) |
Valinor Capital Partners, L.P. | 7/1/2007 | | | 13,000,000 | | | | 16,369,190 | | | | 3.78 | % | | | 2.97 | % | | | (5) | | (6) |
Strategy Total | | | | 77,646,432 | | | | 95,566,401 | | | | 22.09 | % | | | | | | | | | |
Total Investments in Portfolio Funds | | | $ | 345,220,803 | | | | 416,550,535 | | | | 96.25 | % | | | | | | | | | |
Other Assets, Less Liabilities | | | | | | | | 16,249,390 | | | | 3.75 | % | | | | | | | | | |
Members’ Capital | | | | | | | $ | 432,799,925 | | | | 100.00 | % | | | | | | | | | |
The accompanying notes are an integral part of these financial statements.
Excelsior Multi-Strategy Hedge Fund of Funds Master Fund, LLC
Schedule of Investments (continued)
March 31, 2010
The investments in Portfolio Funds shown above, representing 96.25% of Members' Capital, have been fair valued in accordance with procedures established by the Board of Managers.
The Company's investments on March 31, 2010 are summarized below based on the investment strategy of each specific Portfolio Fund.
Investment Strategy | % Total Investments in Portfolio Funds |
Event Driven/Relative Value Funds | 24.95% |
Hedged Long/Short Equity Funds | 15.56% |
Hedged Sector Funds | 11.07% |
Opportunistic Long/Short (Global) Funds | 25.48% |
Opportunistic (U.S. Only) Funds | 22.94% |
Total | 100.00% |
* | Non-income producing investments. The Company's | (1) | The Portfolio Fund is closing and is in the process of returning |
| investments in the Portfolio Funds are considered to be | | capital to its partners. Redemption rights have been suspended. |
| illiquid and may be subject to limitiations on redemptions, | (2) | The Portfolio Fund has restricted redemption rights by |
| including the assessment of early redemption fees. | | creating a side pocket account to hold its illiquid assets. |
** | See definition in Note 3. | | As of 3/31/2010, the Company's remaining investment in the |
*** | From original investment date. | | Portfolio Fund is illiquid. |
**** | Available frequency of redemptions after initial | (3) | The Portfolio Fund has temporarily limited redemption rights on |
| lock-up period. | | $7,861,491 of the investment. A liquidating trust account has been |
N/A | Initial lock-up period has either expired prior to 3/31/10, | | created in order to honor outstanding redemption requests once |
| or the Portfolio Fund did not have an initial lock-up | | capital becomes available. |
| period. However, specific redemption restrictions may | (4) | $207,283 is invested in a side pocket. $16,622,783 has annual |
| apply. | | liquidity. |
| | (5) | $5,182,308 has an initial lock-up period that expires on 12/31/2010, |
| | | and $2,329,805 has an initial lock-up period that expires on |
| | | 12/31/2011. $124,927 is invested in a side pocket. |
| | (6) | Class A investments of $7,454,799 have tri-annual liquidity and |
| | | Class B investments of $8,789,464 have annual liquidity. |
The accompanying notes are an integral part of these financial statements.
Excelsior Multi-Strategy Hedge Fund of Funds Master Fund, LLC
Year Ended March 31, 2010
INVESTMENT INCOME | | | |
Interest | | $ | 19,594 | |
Total Investment Income | | | 19,594 | |
EXPENSES | | | | |
Advisory fee | | | 4,238,553 | |
Professional fees | | | 329,701 | |
Board of Managers' fees and expenses | | | 94,000 | |
Other expenses | | | 65,698 | |
Administration fees | | | 24,192 | |
Total Expenses | | | 4,752,144 | |
Net Investment Loss | | | (4,732,550 | ) |
REALIZED AND UNREALIZED GAIN ON INVESTMENTS | | | | |
Net realized gain from investments in Portfolio Funds | | | 5,763,978 | |
Net change in accumulated unrealized appreciation on investments | | | 59,415,475 | |
Net Realized and Unrealized Gain on Investments | | | 65,179,453 | |
NET INCREASE IN MEMBERS' CAPITAL RESULTING | | | | |
FROM OPERATIONS | | $ | 60,446,903 | |
| | | | |
The accompanying notes are an integral part of these financial statements.
Excelsior Multi-Strategy Hedge Fund of Funds Master Fund, LLC
Statement of Changes in Members’ Capital
| | Year Ended March 31, | |
| | 2010 | | | 2009 | |
| | | | | | |
OPERATIONS | | | | | | |
| | | | | | |
Net investment loss | | $ | (4,732,550 | ) | | $ | (4,193,806 | ) |
Net realized gain from investments in Portfolio Fund | | | 5,763,978 | | | | 11,301,091 | |
Net change in accumulated unrealized appreciation | | | | | | | | |
on investments | | | 59,415,475 | | | | (73,329,657 | ) |
| | | | | | | | |
Increase (Decrease) in Members' Capital | | | | | | | | |
Resulting from Operations | | | 60,446,903 | | | | (66,222,372 | ) |
| | | | | | | | |
CAPITAL TRANSACTIONS | | | | | | | | |
| | | | | | | | |
Members' subscriptions | | | 114,410,253 | | | | 179,564,716 | |
Members' interests repurchased | | | (85,921,035 | ) | | | (89,048,401 | ) |
| | | | | | | | |
Increase in Members' Capital from Capital Transactions | | | 28,489,218 | | | | 90,516,315 | |
| | | | | | | | |
Net Increase in Members' Capital | | | 88,936,121 | | | | 24,293,943 | |
| | | | | | | | |
MEMBERS' CAPITAL AT BEGINNING OF YEAR | | | 343,863,804 | | | | 319,569,861 | |
| | | | | | | | |
MEMBERS' CAPITAL AT END OF YEAR | | $ | 432,799,925 | | | $ | 343,863,804 | |
| | | | | | | | |
The accompanying notes are an integral part of these financial statements.
Excelsior Multi-Strategy Hedge Fund of Funds Master Fund, LLC
Year Ended March 31, 2010
| | | |
CASH FLOWS FROM OPERATING ACTIVITIES | | | |
| | | |
Net increase in Members' Capital resulting from operations | | $ | 60,446,903 | |
Adjustments to reconcile net increase in members' capital resulting | | | | |
from operations to net cash used in operating activities: | | | | |
Net change in accumulated unrealized appreciation | | | (59,415,475 | ) |
on investments | | | | |
Net realized gain from Portfolio Fund redemptions | | | (5,763,978 | ) |
Purchases of Portfolio Funds | | | (101,276,136 | ) |
Proceeds from Portfolio Funds | | | 107,118,665 | |
Decrease in other assets | | | 8,197 | |
Increase (Decrease) in operating liabilities: | | | | |
Advisory fee payable | | | 213,967 | |
Professional fees payable | | | (33,974 | ) |
Board of Managers' fees payable | | | 10,000 | |
Administration fees payable | | | (6,000 | ) |
Other payable | | | (1,149 | ) |
| | | | |
Net Cash Provided by Operating Activities | | | 1,301,020 | |
| | | | |
CASH FLOWS FROM FINANCING ACTIVITIES | | | | |
| | | | |
Proceeds from member subscriptions | | | 45,346,989 | |
Payments for member interests repurchased | | | (85,921,035 | ) |
| | | | |
Net Cash Used in Financing Activities | | | (40,574,046 | ) |
| | | | |
Net decrease in cash and cash equivalents | | | (39,273,026 | ) |
Cash and cash equivalents at beginning of year | | | 45,226,284 | |
| | | | |
Cash and Cash Equivalents at End of Year | | $ | 5,953,258 | |
| | | | |
Supplementary Disclosure of Cash Flow Information | | | | |
Non-cash subscription from members | | $ | 58,559,763 | |
| | | | |
Non-cash transfer of investments at fair value | | $ | 58,559,763 | |
The accompanying notes are an integral part of these financial statements.
Excelsior Multi-Strategy Hedge Fund of Funds Master Fund, LLC
The following represents certain ratios to average Members’ Capital, total return, and other supplemental information for the periods indicated:
| | For the Year Ended: | |
| | | | | | | | | | | | | | | |
| | March 31, 2010 | | | March 31, 2009 | | | March 31, 2008 * | | | March 31, 2007 | | | March 31, 2006 | |
Net assets, end of | | | | | | | | | | | | | | | |
period | | $ | 432,799,925 | | | $ | 343,863,804 | | | $ | 319,569,861 | | | $ | 310,364,405 | | | $ | 292,022,821 | |
| | | | | | | | | | | | | | | | | | | | |
Ratio of net investment | | | | | | | | | | | | | | | | | | | | |
loss to average | | | (1.11 | %) | | | (1.16 | %) | | | (1.18 | %) | | | (1.71 | %) | | | (1.75 | %) |
Members' Capital | | | | | | | | | | | | | | | | | | | | |
(a) (b) | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Ratio of expenses to | | | | | | | | | | | | | | | | | | | | |
average Members' | | | 1.12 | % | | | 1.20 | % | | | 1.24 | % | | | 1.86 | % | | | 1.85 | % |
Capital (a) (b) | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Portfolio turnover** | | | 23.33 | % | | | 24.20 | % | | | 7.37 | % | | | 30.25 | % | | | 15.33 | % |
| | | | | | | | | | | | | | | | | | | | |
Total return (c) | | | 15.04 | % | | | (15.98 | %) | | | 0.45 | % | | | 8.82 | % | | | 10.09 | % |
| | | | | | | | | | | | | | | | | | | | |
* | The Company reorganized into a master-feeder structure during this period. |
** | The ratio excludes amounts transferred to the Company pursuant to the acquisition of BACAP Alternative Multi-Strategy Fund, LLC. |
(a) | Ratio does not reflect the Company's proportionate share of the net income (loss) and expenses, including incentive fees or allocations, of the Portfolio Funds. The Portfolio Funds' expense ratios, excluding incentive fees, range from 1.00% to 8.23% (unaudited). The Portfolio Funds' incentive fees can be up to 25% of profits earned (unaudited). |
(b) | Average Members' Capital is determined using the net assets at the end of each month during the period and net assets at the beginning of the period. |
(c) | Total return assumes a purchase of an interest in the Company on the first day and a sale of an interest on the last day of the period and is calculated using geometrically linked monthly returns. An individual Member's return may vary from these returns based on the timing of Member subscriptions and redemptions. |
The accompanying notes are an integral part of these financial statements.
Excelsior Multi-Strategy Hedge Fund of Funds Master Fund, LLC
Notes to Financial Statements
March 31, 2010
Excelsior Multi-Strategy Hedge Fund of Funds Master Fund, LLC, formerly known as Excelsior Directional Hedge Fund of Funds Master Fund, LLC (the “Company”), was organized as a limited liability company under the laws of Delaware on July 6, 2000, and commenced operations on October 1, 2000. The Company is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as a non-diversified, closed-end management investment company. The Company’s investment objective is to seek capital appreciation. The Company pursues its investment objective principally through a multi-manager, multi-strategy program of investments in a diverse group of private investment funds (the “Portfolio Funds”) that primarily invest or trade in a wide range of equity and debt securities. There can be no assurance that the Company will achieve its investment objective. The investment managers of the Portfolio Funds in which the Company invests generally conduct their investment programs through these Portfolio Funds. The Company invests in the Portfolio Funds as a limited partner or member along with other investors.
Excelsior Multi-Strategy Hedge Fund of Funds (TI), LLC, formerly known as Excelsior Directional Hedge Fund of Funds (TI), LLC, a Delaware limited liability company that is registered under the 1940 Act as a non-diversified, closed-end management investment company (the “TI Fund”) and Excelsior Directional Hedge Fund of Funds, Ltd. (the “Ltd Fund”, and together with the TI Fund, the “Feeder Funds”) pursue their investment objectives by investing substantially all of their assets in the Company. The Feeder Funds have the same investment objective and substantially the same investment policies as the Company (except that the Feeder Funds pursue their investment objectives by investing in the Company).
Until March 31, 2010, U.S. Trust Hedge Fund Management, Inc. served as the investment adviser of the Company (the “Adviser”) (See Note 8 “Subsequent Events”). The Adviser is an indirect wholly-owned subsidiary of Bank of America Corporation (“Bank of America”) and a registered investment adviser. Bank of America is a bank holding and a financial holding company which has its principal executive offices at 101 North Tryon Street, Charlotte, North Carolina. The Adviser is responsible for developing, implementing and supervising the investment program and providing day-to-day management services.
The Company’s Board of Managers (the “Board”) has overall responsibility to manage and supervise the operations of the Company, including the exclusive authority to oversee and to establish policies regarding the management, conduct and operation of the Company’s business. The Board exercises the same powers, authority and responsibilities on behalf of the Company as customarily exercised by directors of a typical investment company registered under the 1940 Act organized as a corporation. The Board has engaged the Adviser to provide investment advice regarding the selection of Portfolio Funds and to manage the day-to-day operations of the Company.
Excelsior Multi-Strategy Hedge Fund of Funds Master Fund, LLC
Notes to Financial Statements (continued)
March 31, 2010
The Company operates as a vehicle for the investment of substantially all of the assets of the TI Fund and the Ltd Fund, as members of the Company (“Members”). As of March 31, 2010, the TI Fund’s and Ltd Fund’s ownership of the Company’s Members’ Capital were 64.77% and 35.23%, respectively.
Interests in the Company (“Interests”) are offered only to the Feeder Funds and subscriptions for Interests may be accepted as of the first day of each month, or at such times as the Board may determine. The Company may, from time to time, offer to repurchase Interests from its Members pursuant to written tenders by Members. These repurchase offers will be made at such times and on such terms as may be determined by the Board, in its sole discretion, subject to the liquidity of the Company’s assets and other factors considered by the Board. The Adviser expects that it will recommend to the Board that the Company offer to repurchase Interests from Members four times each year, effective as of the last day of each calendar quarter. Members can only transfer or assign Interests under certain limited circumstances.
2. Significant Accounting Policies
a. Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”) requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Management believes that the estimates utilized in preparing the Company’s financial statements are reasonable and prudent; however, actual results could differ from these estimates.
b. Codification
In July 2009, the Financial Accounting Standards Board ("FASB") implemented the FASB Accounting Standards Codification (the “Codification”) as the single source of GAAP. While the Codification did not change GAAP, it introduced a new structure to the accounting literature and changed references to accounting standards and other authoritative accounting guidance. The Codification was effective for the Company in 2009 and did not affect the Company’s Statements of Assets, Liabilities and Members’ Capital, Statements of Operations, Statements of Changes in Members’ Capital or Statements of Cash Flows.
c. Company Expenses
The Company bears certain expenses incurred in its business, including, but not limited to, the following: fees paid directly or indirectly to the investment managers of the Portfolio Funds; all costs and expenses directly related to portfolio transactions and positions for the Company’s account; legal fees; accounting and auditing fees; custodial fees; fees paid to the Company’s administrator; costs of insurance; advisory fees; the fees and travel expenses and other expenses of the Board; all costs with respect to communications regarding the Company’s transactions among the Adviser and any custodian or other agent engaged by the Company; and other types of expenses approved by the Board. Expenses, including incentive fees and allocations, of the Portfolio Funds are not included in the Statement of Operations or Financial Highlights.
Excelsior Multi-Strategy Hedge Fund of Funds Master Fund, LLC
Notes to Financial Statements (continued)
March 31, 2010
d. Income Taxes
As a limited liability company that is taxed as a partnership, no provision for the payment of Federal, state or local income taxes has been provided by the Company. Each Member is individually required to report on its own tax return its share of the Company’s taxable income or loss. The Company has a tax year end of December 31.
The cost of the Portfolio Funds for federal tax purposes is based on amounts reported to the Company on Schedule K-1 from the Portfolio Funds. As of March 31, 2010, the Company has not received information to determine the tax cost of the Portfolio Funds. Based on the amounts reported to the Company on Schedule K-1 as of December 31, 2009, and after adjustment for purchases and sales between December 31, 2009 and March 31, 2010, the estimated cost of the Portfolio Funds at March 31, 2010 for federal tax purposes is $398,431,932. The resulting estimated net unrealized appreciation for tax purposes on the Portfolio Funds at March 31, 2010 is $18,118,603.
The authoritative guidance on accounting for and disclosure of uncertainty in tax positions requires management to determine whether a tax position of the Company is “more likely than not” to be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. For tax positions meeting the “more likely than not” threshold, the tax amount recognized in the financial statements is reduced by the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement with the relevant taxing authority.
Management analyzed all open tax years, as defined by the statute of limitations, for all major jurisdictions and has determined that the adoption of this authoritative guidance did not have a material effect on the results of operations or financial position of the Company. The Company has determined that there are no unrecognized tax benefits or liabilities relating to uncertain income tax positions taken on prior years' returns or expected to be taken on the tax return for the year ended December 31, 2009.
e. Security Transactions
Distributions received from the Portfolio Funds, whether in the form of cash or securities, are applied first as a reduction of the investment’s cost, and any excess is treated as realized gain from investments in the Portfolio Funds. Realized gains or losses on investments in the Portfolio Funds are measured by the difference between the proceeds from the sale or liquidation and the cost basis of the investment using the specific identification method without regard to unrealized appreciation or depreciation reported in prior years.
Excelsior Multi-Strategy Hedge Fund of Funds Master Fund, LLC
Notes to Financial Statements (continued)
March 31, 2010
f. Other
Net investment income or loss and net realized and unrealized gain or loss from investments of the Company for each fiscal period are allocated between, and credited to or debited against, the capital accounts of Members as of the last day of the fiscal period in accordance with each Member’s respective investment percentage for the fiscal period, as defined in the Company’s Limited Liability Company Agreement.
Cash and cash equivalents consist of amounts maintained in a PFPC Trust Company interest-bearing account. Interest income is recorded on the accrual basis.
3. Portfolio Valuation
The net asset value of the Company is determined by, or at the direction of, the Adviser as of the close of business at the end of each fiscal period (as defined in the Company’s Limited Liability Company Agreement), in accordance with the valuation principles set forth below, or as may be determined from time to time, pursuant to valuation procedures established by the Board. Pursuant to the valuation procedures, the Board has delegated to the Adviser the general responsibility for valuation of the investments in the Portfolio Funds subject to the oversight of the Board.
The investments in the Portfolio Funds are recorded at fair value, generally at an amount equal to the net asset value of the Company's investment in the Portfolio Funds as determined by the Portfolio Fund's general partner or investment manager. If no such information is available or if such information is deemed to be not reflective of fair value, an estimated fair value is determined in good faith by the Adviser pursuant to the valuation procedures. Generally, the net asset values of investments in the Portfolio Funds are determined whereby the Company records the investment and subsequent subscriptions at its acquisition cost which represents its fair value. The investment is adjusted to reflect the Company’s share of net investment income or loss and unrealized and realized gain or loss that reflects the changes in the fair value of the investment for the period.
Excelsior Multi-Strategy Hedge Fund of Funds Master Fund, LLC
Notes to Financial Statements (continued)
March 31, 2010
The Portfolio Funds record their investments at fair value in accordance with GAAP or International Financial Reporting Standards. The Portfolio Funds generally hold positions in readily marketable securities and derivatives that are valued at quoted market values and/or less liquid nonmarketable securities and derivatives that are valued at estimated fair value. Accordingly, valuations do not necessarily represent the amounts that might be realized from sales or other dispositions of investments, nor do they reflect other expenses or fees that might be incurred upon disposition. The mix and concentration of more readily marketable securities and less liquid nonmarketable securities varies across the Portfolio Funds based on various factors, including the nature of their investment strategy and market forces.
Because of the inherent uncertainty of valuations of the investments in the Portfolio Funds, their estimated values may differ significantly from the values that would have been used had a ready market for the Portfolio Funds existed, and the differences could be material. Net change in accumulated unrealized appreciation on investments in the statement of operations is net of fees and performance-based compensation paid to the investment managers of the Portfolio Funds.
Some of the Portfolio Funds may invest all or a portion of their assets in illiquid securities and may hold a portion or all of these investments independently from the main portfolio. These separate baskets of illiquid securities (“side pockets”) may be subject to additional restrictions on liquidity than the main portfolio of the Portfolio Fund. If the Company withdraws its interest from such a Portfolio Fund, it may be required to maintain its holding in the side pocket investments for an extended period of time and retain this remaining interest in the Portfolio Fund. In instances, where such a Portfolio Fund closes its operations, the Company may receive an “in-kind” distribution of a side pocket’s holdings in liquidation of its entire interest in the Portfolio Fund. The value of side pockets may fluctuate significantly. As of March 31, 2010, the Company’s investments in side pockets represented 8.01% of the Company’s net assets. Additionally, the governing documents of the Portfolio Funds generally provide that the Portfolio Funds may suspend, limit or delay the right of their investors, such as the Company, to withdraw capital. Restrictions applicable to individual Portfolio Funds are described in detail on the Company’s Schedule of Investments.
The Company uses a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The objective of a fair value measurement is to determine the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). Accordingly, the fair value hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). The three levels of the fair value hierarchy are as follows:
Excelsior Multi-Strategy Hedge Fund of Funds Master Fund, LLC
Notes to Financial Statements (continued)
March 31, 2010
| · | Level 1 – Unadjusted quoted prices in active markets for identical, unrestricted assets or liabilities that the Company has the ability to access at the measurement date; |
| · | Level 2 – Quoted prices which are not considered to be active, or inputs that are observable (either directly or indirectly) for substantially the full term of the asset or liability; and |
| · | Level 3 – Prices, inputs or modeling techniques which are both significant to the fair value measurement and unobservable (supported by little or no market activity). |
The Company has adopted the authoritative guidance under GAAP for estimating the fair value of investments in the Portfolio Funds that have calculated net asset value per share in accordance with the specialized accounting guidance for investment companies. Accordingly, the Company estimates the fair value of an investment in a Portfolio Fund using the net asset value of the investment (or its equivalent) without further adjustment unless the Adviser determines that the net asset value is deemed to be not reflective of fair value. The adoption of this guidance does not have a material effect on the financial statements.
Investments may be classified as Level 2 when market information (observable net asset values) is available, yet the investment is not traded in an active market and/or the investment is subject to transfer restrictions, or the valuation is adjusted to reflect illiquidity and/or non-transferability. Market information, including observable net asset values, subscription and redemption activity at the underlying Portfolio Fund, and the length of time until the investment will become redeemable is considered when determining the proper categorization of the investment’s fair value measurement within the fair valuation hierarchy. The Portfolio Fund investment lots that have observable market inputs (published net asset values) and that the Company has the ability to redeem from within three months of the balance sheet date are classified in the fair value hierarchy as Level 2.
The Company’s investments in the Portfolio Funds that have unobservable inputs and/or from which the Company does not have the ability to redeem within three months are classified in the fair value hierarchy as Level 3. When observable prices are not available for these securities, the Adviser uses the market approach, as defined in the authoritative guidance on fair value measurements, to evaluate the fair value of such Level 3 instruments.
The following table sets forth information about the level within the fair value hierarchy at which the Portfolio Fund investments are measured at March 31, 2010:
| | Level 1 | | | Level 2 | | | Level 3 | | | Total | |
Event Driven /Relative Value Funds | | $ | - | | | $ | 33,345,738 | | | $ | 70,595,236 | | | $ | 103,940,974 | |
Hedged Long/Short Equity Funds | | | - | | | | 64,095,669 | | | | 718,575 | | | | 64,814,244 | |
Hedged Sector Funds | | | - | | | | 46,110,106 | | | | - | | | | 46,110,106 | |
Opportunistic Long/Short (Global) Funds | | | - | | | | 95,324,233 | | | | 10,794,577 | | | | 106,118,810 | |
Opportunistic (U.S. Only) Funds | | | - | | | | 30,107,317 | | | | 65,459,084 | | | | 95,566,401 | |
| | | | | | | | | | | | | | | | |
Total | | $ | - | | | $ | 268,983,063 | | | $ | 147,567,472 | | | $ | 416,550,535 | |
The level classifications in the table above are not indicative of the risk associated with the investment in each Portfolio Fund.
Excelsior Multi-Strategy Hedge Fund of Funds Master Fund, LLC
Notes to Financial Statements (continued)
March 31, 2010
The following table includes a roll-forward of the amounts for the year ended March 31, 2010, for the investments classified within level 3. The classification of an investment within level 3 is based on the significance of the unobservable inputs to the overall fair value measurement.
| | | | | | | | | | | | | | | | | | |
| | Balance as of 3/31/2009 | | | Transfers in (out) of Level 3* | | | Net realized gain from Portfolio Fund redemptions | | | Net change in accumulated unrealized appreciation on investments | | | Net purchases (sales) | | | Balance as of 3/31/2010 | |
Event Driven/ Relative Value Funds | | $ | 82,413,801 | | | $ | (20,501,138 | ) | | $ | 1,216,147 | | | $ | 10,073,008 | | | $ | (2,606,582 | ) | | $ | 70,595,236 | |
Hedged Long/ Short Equity Funds | | | 44,442,274 | | | | (43,712,781 | ) | | | 16,151 | | | | (10,918 | ) | | | (16,151 | ) | | | 718,575 | |
Hedged Sector Funds | | | 34,398,037 | | | | (34,398,037 | ) | | | - | | | | - | | | | - | | | | - | |
Opportunistic (Global) Funds | | | 58,863,608 | | | | (54,491,405 | ) | | | (2,130,871 | ) | | | 4,288,394 | | | | 4,264,851 | | | | 10,794,577 | |
Opportunistic (U.S. Only) Funds | | | 85,161,954 | | | | (27,348,013 | ) | | | 6,662,551 | | | | 5,277,813 | | | | (4,295,221 | ) | | | 65,459,084 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total | | $ | 305,279,674 | | | $ | (180,451,374 | ) | | $ | 5,763,978 | | | $ | 19,628,297 | | | $ | (2,653,103 | ) | | $ | 147,567,472 | |
*Transfers represent investments in Portfolio Funds that were previously categorized as Level 3 investments for the year ended March 31, 2009. In accordance with recently issued authoritative guidance, these investments are being recategorized as Level 2 as of April 1, 2009.
All net realized and unrealized gains (losses) in the table above are reflected in the accompanying Statement of Operations. The net unrealized appreciation for the year ended March 31, 2010, for level 3 investments held by the Company as of March 31, 2010, was an increase of $17,943,660 as shown in the table below:
| | | |
| | Net Unrealized Appreciation | |
Event Driven/Relative Value Funds | | $ | 10,073,008 | |
Hedged Long/Short Equity Funds | | | (10,918 | ) |
Hedged Sector Funds | | | - | |
Opportunistic (Global) Funds | | | 660,597 | |
Opportunistic (U.S. Only) Funds | | | 7,220,973 | |
Total | | $ | 17,943,660 | |
Excelsior Multi-Strategy Hedge Fund of Funds Master Fund, LLC
Notes to Financial Statements (continued)
March 31, 2010
The Company adopted authoritative guidance that permits a reporting entity to measure the fair value of an investment that does not have a readily determinable fair value, based on the net asset value (“NAV”) per share for the investment. In using NAV, certain attributes of the investment that may impact the fair value of the investment are not considered in measuring fair value. Attributes of those investments include the investment strategies of the investees and may also include, but are not limited to, restrictions on the investor’s ability to redeem its investments at the measurement date and any unfunded commitments. The Company is permitted to invest in alternative investments that do not have a readily determinable fair value, and as such, has determined that the NAV, as calculated by the reporting entity, represents the fair value of the investments. A listing of the investments held by the Company and their attributes as of March 31, 2010, that may qualify for these valuations are shown in the table below.
Investment Category | Fair Value | Redemption frequency | Notice Period | Redemption Restrictions and Terms |
Event Driven/Relative Value Funds (a) | $103,940,975 | Monthly - Annually | 60 - 90 Days | 0-2 years |
Hedged Long/Short Equity Funds (b) | 64,814,244 | Quarterly | 30 - 125 Days | none |
Hedged Sector Feunds (c) | 46,110,106 | Monthly - Quarterly | 30 - 90 Days | 0-1 years |
Opportunistic Long/Short (Global) Funds (d) | 106,118,809 | Monthly - Quarterly | 30 - 90 Days | 0-1 years |
Opportunistic (U.S. Only) Funds (e) | 95,566,401 | Quarterly - Annually | 45 - 90 Days | 0-2 years |
The information summarized in the preceding table represents the general terms of the specified asset class. Individual Portfolio Funds may have terms that are more or less restrictive than those terms indicated for the asset class as a whole. In addition, most of the Portfolio Funds have the flexibility, as provided for in the constituent documents, to modify and waive such terms. Additional details on the terms and restrictions for each Portfolio Fund are included on the Schedule of Investments included with this report.
Excelsior Multi-Strategy Hedge Fund of Funds Master Fund, LLC
Notes to Financial Statements (continued)
March 31, 2010
The Company’s investments reflect their estimated fair value, which for marketable securities would generally be the last sales price on the primary exchange for such security, and for the Portfolio Funds would generally be the NAV as provided by the Portfolio Fund or its administrator. For each of the categories below, the fair value of the Portfolio Funds has been estimated using the NAV of the Portfolio Funds.
| a) | Event Driven/Relative Value Funds This category includes the Portfolio Funds that invest using two primary styles: Event-Driven and Relative Value. Event-Driven strategies typically includes investments in common and preferred equities and various types of debt (often based on the probability that a particular event will occur). These may include distressed or Special Situations investments (securities of companies that are experiencing difficult business situations). Relative Value strategies may include long and short positions in common and preferred equity, convertible securities, and various forms of senior and junior (typically unsecured) debt. Investments under this style may also include index options, options on futures contracts, and other derivatives. |
| b) | Hedged Long/Short Equity Funds This category includes the Portfolio Funds that invest long, short, and balanced primarily in common stocks. Management of each Portfolio Fund has the ability to shift investments from value to growth strategies, from small to large capitalization stocks, and from net long to a net short position. The Portfolio Funds may invest in U.S. and non-U.S. equities and equity-related instruments, short sales, fixed income securities, currencies, futures, forward contracts, swaps, other derivatives and other financial instruments and commodities within the scope of each respective operating agreement. |
| c) | Hedged Sector Funds This category includes the Portfolio Funds that invest primarily in publicly-traded securities issued by companies in specified industry sectors such as technology, healthcare, utility, energy, shipping or transportation. The Portfolio Funds holdings may include long and short positions in common and preferred equity. |
| d) | Opportunistic (Global) Funds This category includes the Portfolio Funds that invest in all global markets and across all security types including equities, fixed income, commodities, currencies, futures, and exchange-traded funds. The Portfolio Funds in this category may include global long/ short equity funds, global macro funds, and commodity pools. |
| e) | Opportunistic (U.S.) Only Funds This category includes the Portfolio Funds that invest in domestic markets and across all security types including equities, fixed income, commodities, currencies, futures, and exchange-traded funds. The Portfolio Funds in this category may include global long/short equity funds, global macro funds, and commodity pools. |
As of March 31, 2010, the Company had investments in 46 Portfolio Funds. The Company, as an investor in these Portfolio Funds, is charged management fees ranging from 1.0% to 2.48% (per annum) of the net asset value of its ownership interests in the Portfolio Funds, as well as incentive fees or allocations ranging from 15.0% to 25.0% of net profits earned that are allocable to the Company's ownership interests in such Portfolio Funds. The Company also generally bears a pro rata share of the other expenses of each Portfolio Fund in which it invests. Total expenses, including incentive fees or allocations, for the fiscal year ended March 31, 2010, ranged from approximately 1.5% to 18.1% of the Company's average invested capital in the Portfolio Funds. Incentive fees or allocations for the 2010 fiscal year ranged from approximately 0.0% to 9.84% of the Company's average invested capital in the Portfolio Funds. These ratios may vary over time depending on the allocation of the Company's assets among the Portfolio Funds and the actual expenses and investment performance of the Portfolio Funds. Although the foregoing ranges of Portfolio Fund expense ratios are based on audited financial data received from the Portfolio Funds, the ranges were not audited by the Company's independent registered public accounting firm.
Excelsior Multi-Strategy Hedge Fund of Funds Master Fund, LLC
Notes to Financial Statements (continued)
March 31, 2010
Aggregate purchases and proceeds of interests in the Portfolio Funds for the year ended March 31, 2010, were $93,276,136 and $105,744,492, respectively. There are no unfunded commitments outstanding to the Portfolio Funds.
4. Advisory Fee
The Adviser provides investment advisory services and incurs research, travel and other expenses related to the selection and monitoring of investment managers. Further, the Adviser provides certain management and administrative services to the Company, including providing office space and other support services, maintaining files and records, and preparing and filing various regulatory materials. In consideration for such services, the Company pays the Adviser a quarterly advisory fee in arrears at an annual rate of 1.0% based on the Company's net assets on the first business day of each quarter after adjustment for any subscriptions effective on that date. Each of the Feeder Funds pays the Adviser a quarterly management fee at an annual rate of 0.5% based on the Feeder Fund’s net assets on the first business day of each quarter after adjustment for any subscriptions effective on that date.
For the year ended March 31, 2010, the Company incurred advisory fees totaling $4,238,553, of which $1,053,454 was payable as of March 31, 2010.
5. Related Party Transactions and Other
Affiliates of the Adviser may have banking, underwriting, lending, brokerage, or other business relationships with the Portfolio Funds in which the Company invests and with companies in which the Portfolio Funds invest.
The Board is made up of five Managers who are not “interested persons,” as defined by Section 2(a)(19) of the 1940 Act, of the Company (the “Disinterested Managers”). The Disinterested Managers receive an annual retainer of $10,000 and per-meeting fees of: $2,000 for in-person attendance at quarterly meetings of the Board; $1,000 for telephone participation at a quarterly Board meeting or for participation at a telephonic special meeting of the Board; and $1,000 for each audit committee meeting (whether held in-person or by telephone). All Disinterested Managers may be reimbursed for expenses of attendance at each regular or special meeting of the Board or of any committee thereof and for their expenses, if any, in connection with any other service or activity they perform or engage in as Managers. The Company incurred $94,000 of retainer and per meeting fees for the year ended March 31, 2010, $10,000 of which is payable as of March 31, 2010.
Excelsior Multi-Strategy Hedge Fund of Funds Master Fund, LLC
Notes to Financial Statements (continued)
March 31, 2010
The Company has retained J. D. Clark & Company (the "Administrator") to provide accounting and certain administrative and investor services to the Company. The Administrator is a wholly-owned division of UMB Fund Services, Inc., a subsidiary of UMB Financial Corporation. For the year ended March 31, 2010, the Company incurred $24,192 in expenses related to such administrative services. Of total administrative fees, none were outstanding as of March 31, 2010. The Feeder Funds incur additional expenses directly for the services provided by the Administrator.
PFPC Trust Company (an affiliate of the PNC Financial Services Group) serves as custodian of the Company’s assets and provides custodial services to the Company.
On April 1, 2009, the Company received a contribution of $58,559,763 from the TI Fund. The TI Fund received these assets pursuant to an agreement and plan of acquisition (the “Plan”) among the TI Fund, the Company, and BACAP Alternative Multi-Strategy Fund, LLC (the “BACAP Fund”). The BACAP Fund was a non-diversified, closed-end management investment company registered under the 1940 Act, for which an affiliate of the Adviser served as investment adviser. Pursuant to the Plan, the TI Fund contributed to the Company all of the investments in Portfolio Funds that the TI Fund received from the BACAP Fund in connection with the transaction. All of the transactions were effective as of April 1, 2009. As a result of the Plan, the following positions became investments of the Company on April, 1, 2009:
Portfolio Fund | | Cost | | | Fair Market Value | |
Addison Clark Fund, L.P. | | $ | 3,000,000 | | | $ | 2,516,635 | |
Alydar Fund, L.P. | | | 5,999,169 | | | | 6,877,385 | |
American Durham L.P. | | | 651,385 | | | | 474,043 | |
Aristeia Partners, L.P. | | | 3,650,000 | | | | 3,537,502 | |
Artha Emerging Markets Fund, L.P. | | | 4,754,121 | | | | 4,220,130 | |
Brevan Howard, L.P. | | | 3,086,502 | | | | 5,714,798 | |
Centaurus Alpha Fund, L.P. | | | 2,167,757 | | | | 1,922,245 | |
Delaware Street Capital, L.P. | | | 34,744 | | | | 37,735 | |
Drake Global Opportunities Fund, L.P. | | | 515,756 | | | | 227,911 | |
Halcyon Enhanced Fund, L.P. | | | 2,286,706 | | | | 2,245,737 | |
Henderson Asia Pacific Absolute Return Fund, Ltd. | | | 5,000,000 | | | | 5,466,478 | |
JANA Partners, L.P. | | | 326,041 | | | | 354,455 | |
Lydian Partners II, L.P. | | | 3,943,641 | | | | 1,249,769 | |
Lydian Partners SPV, Ltd. | | | 56,359 | | | | 475 | |
Rohatyn Group Global Opportunity Partners, L.P. (Class A) | | | 167,351 | | | | 190,474 | |
Royal Capital Value Fund (QP), L.P. | | | 4,693,809 | | | | 4,568,236 | |
Seligman Tech Spectrum Fund, LLC | | | 4,010,303 | | | | 4,610,345 | |
Strategic Value Restructuring Fund L.P. | | | 1,097,178 | | | | 934,076 | |
SVRF (Onshore) Holdings LLC | | | 1,945,954 | | | | 1,945,954 | |
Tiedemann/Falconer Partners, L.P. | | | 4,250,000 | | | | 5,301,238 | |
Vicis Capital Fund | | | 2,750,000 | | | | 3,431,096 | |
Waterfall Eden Fund, L.P. | | | 3,200,000 | | | | 2,733,046 | |
Total | | $ | 57,586,776 | | | $ | 58,559,763 | |
Excelsior Multi-Strategy Hedge Fund of Funds Master Fund, LLC
Notes to Financial Statements (continued)
March 31, 2010
6. Financial Instruments with Off-Balance Sheet Risk
In the normal course of business, the Portfolio Funds in which the Company invests trade various financial instruments and may enter into various investment activities with off-balance sheet risk. These include, but are not limited to, short selling, writing option contracts, and equity swaps. However, as a result of the investments by the Company as a limited partner or member, the Company’s liability with respect to its investments in the Portfolio Funds is generally limited to the net asset value of its interest in each Portfolio Fund.
Because the Company is a closed-end investment company, Interests are not redeemable at the option of Members and are not exchangeable for interests of any other fund. Although the Board in its discretion may cause the Company to offer from time to time to repurchase Interests at the Members’ capital account value, Interests are considerably less liquid than shares of funds that trade on a stock exchange or shares of open-end investment companies. With respect to any offer to repurchase Interests by the Company, the aggregate repurchase amount will be determined by the Board in its discretion and such repurchase amount may represent only a small portion of outstanding Interests. Because the Company’s investments in Portfolio Funds themselves have limited liquidity, the Company may not be able to fund significant repurchases. Members whose Interests are accepted for repurchase also bear the risk that the Company's members’ capital account value may fluctuate significantly between the time that they submit their request for repurchase and the date as of which Interests are valued for the purpose of repurchase.
As described in the footnotes of the Company’s Schedule of Investments and in Note 3, some Portfolio Funds have suspended or restricted withdrawals of capital, which increases the liquidity risk for the Company. Liquidity risk is the risk that the Company will encounter difficulty in meeting obligations associated with financial liabilities. Liquidity could be impaired by an inability to access secured and/or unsecured sources of financing, an inability to sell assets or to withdraw capital from Portfolio Funds, or unforeseen outflows of cash to meet tender demands. This situation may arise due to circumstances outside of the Company’s control, such as a general market disruption or an operational issue affecting the Company or third parties, including the Portfolio Funds. Also, the ability to sell assets may be impaired if other market participants are seeking to sell similar assets at the same time.
The Company's capital invested in the Portfolio Funds can be withdrawn on a limited basis. As a result, the Company may not be able to liquidate quickly some of its investments in the Portfolio Funds in order to meet liquidity requirements.
There are a number of other risks to the Company. Three principal types of risk that can adversely affect the Company’s investment approach are market risk, strategy risk, and manager risk. The Company also is subject to multiple manager risks, possible limitations in investment opportunities, allocation risks, lack of diversification, and other risks for the Company and potentially for each Portfolio Fund.
Excelsior Multi-Strategy Hedge Fund of Funds Master Fund, LLC
Notes to Financial Statements (continued)
March 31, 2010
7. Guarantees
In the normal course of business, the Company enters into contracts that provide general indemnifications. The Company’s maximum exposure under these arrangements is dependent on future claims that may be made against the Company, and therefore, cannot be established; however, based on experience, the risk of loss from any such claim is considered remote.
8. Subsequent Events
The Company has evaluated all subsequent events through the date these financial statements were issued, and notes the following:
On March 30, 2010, the Company announced a tender offer to purchase up to $60,000,000 of outstanding Interests from Members. The net asset value of the Interests will be calculated for this purpose on June 30, 2010. The tender offer expired on April 26, 2010.
Effective April 1, 2010, the Adviser merged with and into its affiliate, Bank of America Capital Advisors LLC ("BACA") (the "Merger"). As the survivor of the Merger and the successor of the Adviser, BACA assumed all responsibilities for serving as the investment adviser of the Company under the terms of the investment advisory agreement between the Adviser and the Company. The personnel of BACA who provide services to the Company and the Feeder Funds are the same personnel who previously provided such services to the Company and the Feeder Funds on behalf of the Adviser. Additionally, no changes in the management of the Company or the Feeder Funds are expected as a result of the Merger.
BACA is registered as an investment adviser under the Investment Advisers Act of 1940, as amended, and is an indirect wholly-owned subsidiary of Bank of America.
Excelsior Multi-Strategy Hedge Fund of Funds Master Fund, LLC
Company Management (Unaudited)
March 31, 2010
Information pertaining to the Board and officers of the Company is set forth below:
Name, Address and Age | Position(s) Held with the Company | Term of Office and Length of Time Served | Principal Occupation During Past Five Years and Other Directorships Held | Number of Portfolios in Fund Complex Overseen by Manager |
|
Independent Managers |
| | | | |
Alan Brott c/o Excelsior Multi-Strategy Hedge Fund of Funds Master Fund, LLC 225 High Ridge Road Stamford, CT 06905 (Borm 1942) | Manager | Term Indefinite; Length- since August 2009 | Consultant (since October 1991); Associate Professor, Columbia University Graduate School of Business (since 2000); Former Partner of Ernst & Young. Mr. Brott serves as a manager of Excelsior Multi-Strategy Hedge Fund of Funds (TI), LLC, Excelsior Multi-Strategy Hedge Fund of Funds (TE), LLC, Excelsior Multi-Strategy Hedge Fund of Funds (TI 2), LLC, Excelsior Multi-Strategy Hedge Fund of Funds (TE 2), LLC, Grosvenor Registered Multi-Strategy Master Fund, LLC, Grosvenor Registered Multi-Strategy Fund (TI 1), LLC, Grosvenor Registered Multi-Strategy Fund (TI 2), LLC and Grosvenor Registered Multi-Strategy Fund (TE), LLC, and a director of Stone Harbor Investment Funds. | 9 |
| | | | |
John C. Hover II c/o Excelsior Multi-Strategy Hedge Fund of Funds Master Fund, LLC 225 High Ridge Road Stamford, CT 06905 (Born 1943) | Manager | Term Indefinite; Length- since August 2009 | Former Executive Vice President of U.S. Trust Company (retired since 2000). Mr. Hover serves as a manager of Excelsior Multi-Strategy Hedge Fund of Funds (TI), LLC, Excelsior Multi-Strategy Hedge Fund of Funds (TE), LLC, Excelsior Multi-Strategy Hedge Fund of Funds (TI 2), LLC, Excelsior Multi-Strategy Hedge Fund of Funds (TE 2), LLC, Grosvenor Registered Multi-Strategy Master Fund, LLC, Grosvenor Registered Multi-Strategy Fund (TI 1), LLC, Grosvenor Registered Multi-Strategy Fund (TI 2), LLC, Grosvenor Registered Multi-Strategy Fund (TE), LLC and Excelsior Venture Partners III, LLC, and a director of Tweedy, Browne Fund, Inc. | 10 |
| | | | |
Victor F. Imbimbo, Jr. c/o Excelsior Multi-Strategy Hedge Fund of Funds Master Fund, LLC 225 High Ridge Road Stamford, CT 06905 (Born 1952) | Manager | Term Indefinite; Length- since October 2000 | President and CEO of Caring Today, LLC, the publisher of Caring Today Magazine, the leading information resource within the family caregivers market; Former Executive Vice President of TBWA\New York and Former President for North America with TBWA/WorldHealth, a division of TBWA Worldwide, where he directed consumer marketing program development for healthcare companies primarily within the pharmaceutical industry. Mr. Imbimbo serves as a manager of Excelsior Multi-Strategy Hedge Fund of Funds (TI), LLC, Excelsior Multi-Strategy Hedge Fund of Funds (TE), LLC, Excelsior Multi-Strategy Hedge Fund of Funds (TI 2), LLC, Excelsior Multi-Strategy Hedge Fund of Funds (TE 2), LLC, Grosvenor Registered Multi-Strategy Master Fund, LLC, Grosvenor Registered Multi-Strategy Fund (TI 1), LLC, Grosvenor Registered Multi-Strategy Fund (TI 2), LLC, Grosvenor Registered Multi-Strategy Fund (TE), LLC and Excelsior Venture Partners III, LLC, and a director of Vertical Branding, Inc. | 10 |
Excelsior Multi-Strategy Hedge Fund of Funds Master Fund, LLC
Company Management (Unaudited) continued
March 31, 2010
Stephen V. Murphy c/o Excelsior Multi-Strategy Hedge Fund of Funds Master Fund, LLC 225 High Ridge Road Stamford, CT 06905 (Born 1945) | Manager | Term Indefinite; Length- since October 2000 | President of S.V. Murphy & Co, Inc., an investment banking firm. Mr. Murphy serves as a manager of Excelsior Multi-Strategy Hedge Fund of Funds (TI), LLC, Excelsior Multi-Strategy Hedge Fund of Funds (TE), LLC, Excelsior Multi-Strategy Hedge Fund of Funds (TI 2), LLC, Excelsior Multi-Strategy Hedge Fund of Funds (TE 2), LLC, Grosvenor Registered Multi-Strategy Master Fund, LLC, Grosvenor Registered Multi-Strategy Fund (TI 1), LLC, Grosvenor Registered Multi-Strategy Fund (TI 2), LLC, Grosvenor Registered Multi-Strategy Fund (TE), LLC and Excelsior Venture Partners III, LLC, and a director of The First of Long Island Corporation, The First National Bank of Long Island and Bowne & Co., Inc. | 10 |
| | | | |
Thomas G. Yellin c/o Excelsior Multi-Strategy Hedge Fund of Funds Master Fund, LLC 225 High Ridge Road Stamford, CT 06905 (Born 1954) | Manager | Term Indefinite; Length- since August 2009 | President of The Documentary Group (since June 2006); Former President of PJ Productions (from August 2002 to June 2006); Former Executive Producer of ABC News (from August 1989 to December 2002). Mr. Yellin serves as a manager of Excelsior Multi-Strategy Hedge Fund of Funds (TI), LLC, Excelsior Multi-Strategy Hedge Fund of Funds (TE), LLC, Excelsior Multi-Strategy Hedge Fund of Funds (TI 2), LLC, Excelsior Multi-Strategy Hedge Fund of Funds (TE 2), LLC, Grosvenor Registered Multi-Strategy Master Fund, LLC, Grosvenor Registered Multi-Strategy Fund (TI 1), LLC, Grosvenor Registered Multi-Strategy Fund (TI 2), LLC and Grosvenor Registered Multi-Strategy Fund (TE), LLC. | 9 |
| | | | |
Name, Address and Age | Position(s) Held with the Company | Term of Office and Length of Time Served | Principal Occupation During Past Five Years | Number of Portfolios in Fund Complex Overseen by Manager |
Officers who are not Managers |
Spencer Boggess One Bryant Park New York, NY 10036 (Born 1967) | Chief Executive Officer | Term Indefinite; Length - since March 2006 | Managing Director, Alternative Investment Asset Management, Bank of America (7/07 to present); President and Chief Executive Officer of Bank of America Capital Advisors LLC (4/10 to present); President and Chief Executive Officer of U.S. Trust Hedge Fund Management, Inc.; Portfolio Manager of the Company (7/03 to present). | N/A |
| | | | |
Steven L. Suss 225 High Ridge Road Stamford, CT 06905 (Born 1960) | Chief Financial Officer and Treasurer | Term Indefinite; Length - since April 2007 | Managing Director, Alternative Investment Asset Management, Bank of America (7/07 to present); Senior Vice President of Bank of America Capital Advisors LLC (7/07 to present); Director, Chief Financial Officer and Treasurer (10/07 to 3/10) and Senior Vice President (6/07 to 3/10) of U.S. Trust Hedge Fund Management, Inc.; Director (4/07 to 5/08), Senior Vice President (7/07 to 5/08), and President (4/07 to 6/07) of UST Advisers, Inc.; Senior Vice President of U.S. Trust’s Alternative Investment Division (4/07 to 6/07); Chief Financial Officer and Chief Compliance Officer, Heirloom Capital Management, L.P. (5/02 to 9/06). | N/A |
Excelsior Multi-Strategy Hedge Fund of Funds Master Fund, LLC
Company Management (Unaudited) continued
March 31, 2010
Mohan Badgujar One Bryant Park New York, NY 10036 (Born 1958) | Chief Operating Officer | Term Indefinite; Length - since March 2006 | Director, Alternative Investment Asset Management, Bank of America (7/07 to present); Senior Vice President of Bank of America Capital Advisors LLC (04/10 to present);Vice President of U.S. Trust Hedge Fund Management, Inc. (10/05 to 03/10); Managing Partner of Blue Hill Capital Partners LLC (10/03 to 10/05) (Registered Investment Adviser). | N/A |
| | | | |
Marina Belaya 114 W. 47th Street New York, NY 10036 (Born 1967) | Secretary | Term Indefinite; Length - since April 2007 | Assistant General Counsel, Bank of America (7/07 to present); Vice President and Senior Attorney of U.S. Trust (2/06 to 6/07); Vice President, Corporate Counsel, Prudential Financial (4/05 to 01/06); Associate, Schulte Roth & Zabel LLP (09/02 to 03/05). | N/A |
| | | | |
Robert M. Zakem One Bryant Park New York, NY 10036 (Born 1958) | Chief Compliance Officer | Term Indefinite; Length - since June 2009 | GWIM Risk and Compliance Senior Executive, Bank of America Corp. (3/09 to present); Managing Director, Business Risk Management, Merrill Lynch & Co., Inc. (8/06 to 2/09); Executive Director, Head of Fund Services — US, UBS Financial Services, Inc. (12/04 to 07/06). | N/A |
All officers of the Company are employees and/ or officers of the Adviser.
ITEM 2. CODE OF ETHICS.
The Registrant has adopted a code of ethics that applies to the Registrant's principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions. For the fiscal year ended March 31, 2010, there were no amendments to a provision of the code of ethics that relates to any element of code of ethics definition, nor were there any waivers granted from a provision of the code of ethics. A copy of the Registrant's code of ethics is filed with this form N-CSR under Item 12(a)(1).
ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.
The Board of Managers of the Registrant has determined that Stephen V. Murphy, possesses the technical attributes identified in Instruction 2(b) of Item 3 to Form N-CSR to qualify as an "audit committee financial expert", and has designated Mr. Murphy as the Audit Committee's financial expert. Mr. Murphy is an "independent" Manager pursuant to paragraph (a)(2) of Item 3 on Form N-CSR.
ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
(a) Audit Fees
The aggregate fees, billed for professional services rendered by the Registrant's principal accountant for the audit of the Registrant's annual financial statements and security counts required under Rule 17f-2 of the Investment Company Act of 1940 (the "1940 Act") for the fiscal years ended March 31, 2009 and March 31, 2010 were $84,000 and $70,350, respectively.
(b) Audit-Related Fees
There were no audit related services provided by the principal accountant to the Registrant for the last two fiscal years.
(c) Tax Fees
The fees billed to the Registrant by the principal accountant for the audit of the Registrant's annual financial statements for tax compliance, tax advice or tax planning services relating to the preparation of the Registrant’s tax returns for the fiscal years ended March 31, 2009 and March 31, 2010 were $12,500 and $32,000, respectively.
(d) All Other Fees
The principal accountant billed no other fees to the Registrant during the last two fiscal years.
(e) (1) During its regularly scheduled periodic meetings, the Registrant's audit committee will pre-approve all audit, audit-related, tax and other services to be provided by the principal accountants of the Registrant. The audit committee has delegated pre-approval authority to its Chairman for any subsequent new engagements that arise between regularly scheduled meeting dates provided that any such pre-approved fees are presented to the audit committee at its next regularly scheduled meeting.
(e) (2) None
(f) Not applicable
(g) The amount of non-audit fees that were billed by the Registrant's accountant for services rendered to: (i) the Registrant, and (ii) the Registrant's investment adviser and any control person of the adviser that provides ongoing services to the Registrant for the fiscal year ended March 31, 2010, were $32,000 and $387,000, respectively.
The amount of non-audit fees that were billed by the Registrant's accountant for services rendered to: (i) the Registrant, and (ii) the Registrant's investment adviser and any control person of the adviser that provides ongoing services to the Registrant for the fiscal year ended March 31, 2009, were $12,500 and $15,000, respectively.
(h) The Registrant's audit committee has considered whether the provision of non-audit services that may be rendered to the Registrant's investment adviser, and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the Registrant that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X is compatible with maintaining the principal account's independence. No such services were rendered.
ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.
Not applicable.
ITEM 6. SCHEDULE OF INVESTMENTS.
The Schedule of Investments is included as part of the report to members filed under Item 1 of this form.
ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
ALTERNATIVE INVESTMENT ADVISORS
Banc of America Investment Advisors, Inc.
Bank of America Capital Advisors, LLC
U.S. Trust Hedge Fund Management, Inc.
(Collectively, “AI Advisors”)
Applicability: Proxy Voting Policy
Area of Focus: Portfolio Management
Date Last Reviewed: | January 31, 2010 |
Applicable Regulations
| · | Rule 206(4)-6 under the Investment Advisers Act of 1940 |
| · | ERISA Department of Labor Bulletin 94-2 |
| · | Rule 30b1-4 under the Investment Company Act of 1940 |
| · | Institutional Shareholder Services, Inc. (SEC No Action Letter dated September 15, 2004) |
Explanation/Summary of Regulatory Requirements
An SEC-registered investment advisor that exercises voting authority over clients’ proxies must adopt written policies and procedures that are reasonably designed to ensure that those proxies are voted in the best economic interests of clients. An advisor’s policies and procedures must address how the advisor resolves material conflicts of interest between its interests and those of its clients. An investment advisor must comply with certain record keeping and disclosure requirements with respect to its proxy voting responsibilities. In addition, an investment advisor to ERISA accounts has an affirmative obligation to vote proxies for an ERISA account, unless the client expressly retains proxy voting authority.
Policy
In cases where an AI Advisor has been delegated voting authority over Clients’1 securities, such voting will be in the best economic interests of the Clients.
1 As used in this policy, “Clients” include private investment funds (“Private Funds”) exempt from the definition of an investment company pursuant to Section 3(c)(1) or 3(c)(7) of the Investment Company Act of 1940, as amended (the “1940 Act”), closed-end investment companies (“RICs”) registered under the 1940 Act, business development companies electing to be subject to certain provisions of the 1940 Act, Private Funds that are “plan assets” under ERISA and other institutional and high net worth investors. Not included in the meaning of “Client” for purposes of this policy are Private Funds or RICs that are sub-advised by third parties for which the sub-adviser has been delegated the authority to vote proxies.
This policy will be reviewed no less frequently than annually and is scheduled to be reviewed on December 31, 2010 or promptly thereafter.
This policy is the property of Bank of America and must not be provided to any external party without express prior consent from AI Legal or Compliance. |
Procedures for Achieving Compliance
Alternative Investment (“AI”) Clients invest all or substantially all of their assets in limited partnership interests, limited liability company interests, shares or other equity interests issued by unregistered Funds (“Underlying Funds”). The voting rights of investors in Underlying Funds generally are rights of contract set forth in the limited liability company agreement, the limited partnership agreement and other governing documents of such Underlying Funds.
AI Clients may also invest in high quality, short-term instruments for cash management purposes and may be authorized to acquire securities for hedging or investment purposes. Securities held by a Client that are not Underlying Fund interests are referred to as “Direct Investments”.
On rare occasions, an AI Client may hold securities distributed to it by an Underlying Fund as an “in kind” distribution. Generally, in such circumstances the AI Advisor will liquidate these Direct Investments on the day received, but may continue to hold a security longer when deemed in the best interest of the Client. An Advisor may vote a proxy in the event a proxy vote be solicited for shareholders of record during the limited time that the AI Client held the security prior to the security’s liquidation.
For Hedge Fund Clients, it is AI’s policy to waive its Clients’ voting rights related to their investments in Underlying Funds by getting a written confirmation from each Underlying Fund that it concurs to the waiver of voting rights. This confirmation shall be obtained either at the time of investment, or at a reasonable time thereafter, by the AI Advisor sending a notification of waiver of voting rights to the Underlying Fund. In no circumstances shall this confirmation be obtained after any Client, in conjunction with other Clients or affiliates of AI, holds 5% of the outstanding interests in such Underlying Fund.
For Private Equity Clients, except with respect to Adverse Measures (defined below), in determining how AI should vote a security, AI Portfolio Management shall:
• recommend against adoption of a measure if Portfolio Management determines in its discretion that such measure, if adopted:
-would result in the affected AI Client holding a security in violation of such Client’s investment objective(s), policies or restrictions; or
-has a reasonable probability of materially diminishing the economic value and/or utility of the related security in the hands of such Client over the anticipated holding period of such security; and
This policy will be reviewed no less frequently than annually and is scheduled to be reviewed on December 31, 2010 or promptly thereafter.
This policy is the property of Bank of America and must not be provided to any external party without express prior consent from AI Legal or Compliance. |
• recommend adoption of a measure if Portfolio Management in its discretion determines that such measure, if adopted:
would not result in the affected AI Client holding a related security in violation of such Client’s investment objective(s), policies or restrictions; and
has a reasonable probability of enhancing (or not materially diminishing) the economic value and/or utility of the related security in the hands of such AI Client over the anticipated holding period of such security.
As described above, most votes cast by the Advisors on behalf of Clients will relate to the voting of limited partnership interests, limited liability company interests, shares or similar equity interests in Underlying Funds in which AI Clients invest. Such votes are typically by written consent and no investor meeting is generally called. Although determining whether or not to give consent may not be considered to be “proxy voting”, such action is governed by this Proxy Voting Policy. It is also anticipated that frequently an Underlying Fund will request the AI Client either to vote in favor of measures that reduce the rights, powers and authority, and/or increase the duties and obligations, associated with the security in question (“Adverse Measures”) or to redeem its interests in the Underlying Fund.
It is expected that AI Portfolio Management will ordinarily recommend voting a security in favor of an Adverse Measure only if:
• Portfolio Management believes that voting for the Adverse Measure is the only way to continue to hold such security, and that their is a reasonable probability that the benefits that would be conferred on the affected AI Client by continuing to hold such security would outweigh the adverse affect(s) of such Adverse Measure (e.g., increased fees, reduced liquidity); and
• Adoption of such Adverse Measure would not result in such Fund holding the related security in violation of its investment objective(s), policies or restrictions.
Based on the foregoing, it is expected that Portfolio Management ordinarily will recommend adoption of routine, non-Adverse Measures supported by management, such as proposals to appoint or ratify the appointment of auditors.
This policy will be reviewed no less frequently than annually and is scheduled to be reviewed on December 31, 2010 or promptly thereafter.
This policy is the property of Bank of America and must not be provided to any external party without express prior consent from AI Legal or Compliance. |
Conflicts of Interest:
Portfolio Management is under an obligation to (a) be alert to potential conflicts of interest on the part of AI, be mindful of other potential conflicts of interest as they pertain to affiliates of the Advisors or in his or her own personal capacity, with respect to a decision as to how a proxy should be voted, and (b) bring any such potential conflict of interest to the attention of AI Legal who together will determine if a potential conflict exists and in such cases will contact the AI Conflicts Officer for resolution. The AI Advisor will not implement any decision to vote a proxy in a particular manner until the Conflicts Officer has:
| • | determined whether AI (or AI personnel) are subject to a conflict of interest in voting such proxy; and if so then |
| • | assessed whether such conflict is material or not, and if so then |
| • | addressed the material conflict in a manner designed to serve the best interests of the affected AI Client. |
Notice to Investors:
AI will deliver a summary of AI’s proxy voting policies and procedures to each prospective investor by delivering the Advisors’ Form ADV Part II to prospective investors. The summary is contained in Schedule F of the referenced document.
Responses to Investor Requests:
AI will, upon the reasonable request of a prospective investor or current investor, provide such prospective investor or current investor with a copy of the then-current version of this Policy.
AI will, upon the reasonable request of a current investor, provide the current investor with how AI has voted proxies, for the prior one year period, on behalf of the specific AI Client that said investor has invested in.
AI will track proxy policy and proxy voting record requests it receives from current and prospective investors.
This policy will be reviewed no less frequently than annually and is scheduled to be reviewed on December 31, 2010 or promptly thereafter.
This policy is the property of Bank of America and must not be provided to any external party without express prior consent from AI Legal or Compliance. |
Supervision
For private equity Clients, the Head of Private Equity Portfolio Management is responsible for implementing this policy for his or her platform and the Private Equity Investment Committee is responsible for overseeing the implementation of this policy. For hedge fund Clients, the Head of Hedge Fund Portfolio Management is responsible for implementing this policy for his or her platform and the Hedge Fund Investment Committee is responsible for overseeing the implementation of this policy.
Escalation
The applicable AI Portfolio Management Heads must promptly report all unapproved exceptions to this policy to their respective Investment Committees and the AI Compliance Executive, who together will determine the remedial action to be taken, if any. The Compliance Executive will report all material exceptions to the Chief Compliance Officer.
The AI Advisor may deviate from this policy only with the written approval, upon review of the relevant facts and circumstances, from the Chief Compliance Officer.
The Chief Compliance Officer will report any exception that is not resolved to his or her satisfaction, that cannot be resolved, or that otherwise suggests a material internal compliance controls issue, to AI Senior Management and GWIM Risk and Compliance Senior Management and to the boards of the registered funds, if applicable.
Monitoring/Oversight
The AI Compliance SME is responsible for monitoring compliance with this policy on an ongoing basis. As needed, but not less than annually, the Compliance SME will request from Portfolio Management a list of all proxies voted during a given period. The Compliance SME will examine the way AI has voted and compare to the AI Proxy Policy to ensure that AI has been consistent with this policy. Evidence of the review will be kept via a Compliance Monitoring Checklist.
Recordkeeping
Records should be retained for a period of not less than six years. Records should be retained in an appropriate office of AI for the first three years. Examples of the types of documents to be maintained as evidence of AI’s compliance with this policy may include:
| · | Portfolio Management Memorandum Describing Proxy Vote Request |
| · | Minutes of AI Investment Committee Meetings |
| · | Records Required for Form N-PX (Registered Clients Only) |
| · | Other documents as proscribed in Rule 204(2)(c)-17 |
This policy will be reviewed no less frequently than annually and is scheduled to be reviewed on December 31, 2010 or promptly thereafter.
This policy is the property of Bank of America and must not be provided to any external party without express prior consent from AI Legal or Compliance. |
ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES
(a) (1) Identification of Portfolio Manager(s) or Management Team Members and Description of Role of Portfolio Manager(s) or Management Team Members - As of the date of the filing.
Mr. Spencer N. Boggess is the portfolio manager (the "Portfolio Manager") primarily responsible for the day-to-day management of the registrant's portfolio, subject to such policies as may be adopted by the Board of Managers.
Mr. Boggess joined Bank of America Corporation as part of the acquisition of U.S. Trust and is a managing director. Since July 2003, Mr. Boggess has served as the portfolio manager of the Registrant and Chief Executive Officer of U.S. Trust Hedge Fund Management, Inc. (the “Adviser"). From 2000 to 2003, Mr. Boggess served as Co-Director of Research at CTC where he shared responsibility for sourcing, due diligence, portfolio construction and monitoring hedge fund managers for inclusion in the Registrant and for CTC advisory clients. Mr. Boggess is also the Chairman of the Education Committee of the Greenwich Roundtable, a non-profit organization focused on education for investors in hedge funds and private equity. From 1996 to 2000, Mr. Boggess was both Principal and the senior hedge fund research professional at Winston Partners, a McLean, VA based alternative investment management firm with three multi-manager hedge fund of funds products.
(a) (2) Other Accounts Managed by Portfolio Manager(s) or Management Team Member and Potential Conflicts of Interest
Other Accounts Managed by Portfolio Manager(s) or Management Team Member - As of March 31, 2010:
Registered Investment Companies Managed | Pooled Vehicles Managed | Other Accounts Managed |
Number | Total Assets | Number | Total Assets | Number | Total Assets |
0 | N/A | 15 | $921,689,175 | 0 | N/A |
Registered Investment Companies Managed | Pooled Vehicles Managed | Other Accounts Managed |
Number with Performance-Based Fees | Total Assets with Performance-Based Fees | Number with Performance-Based Fees | Total Assets with Performance-Based Fees | Number with Performance-Based Fees | Total Assets with Performance-Based Fees |
0 | N/A | 11 | $723,527,656 | 0 | N/A |
Potential Material Conflicts of Interest
Real, potential or apparent conflicts of interest may arise should Mr. Boggess have day-to-day portfolio management responsibilities with respect to more than one fund. Mr. Boggess may manage other accounts with investment strategies similar to the Registrant, including other investment companies, pooled investment vehicles and separately managed accounts. Fees earned by the Adviser may vary among these accounts and Mr. Boggess may personally invest in these accounts. These factors could create conflicts of interest because Mr. Boggess may have incentives to favor certain accounts over others, resulting in other accounts outperforming the Registrant. A conflict may also exist if Mr. Boggess identifies a limited investment opportunity that may be appropriate for more than one account, but the Registrant is not able to take full advantage of that opportunity due to the need to allocate that opportunity among multiple accounts. In addition, Mr. Boggess may execute transactions for another account that may adversely impact the value of securities held by the Registrant. However, the Adviser believes that these risks are mitigated by the fact that accounts with like investment strategies managed by Mr. Boggess are generally managed in a similar fashion and the Adviser has a policy that seeks to allocate opportunities on a fair and equitable basis.
(a) (3) Compensation Structure of Portfolio Manager(s) or Management Team Members - As of March 31, 2010:
Mr. Boggess' compensation consists of a combination of a fixed salary and a discretionary bonus. The discretionary bonus is not tied directly to the performance of, or value of assets, of the Registrant or any other fund managed by the Adviser. The amount of salary and bonus paid to Mr. Boggess is based on a variety of factors, including, without limitation, the financial performance of the Adviser, execution of managerial responsibilities, client interactions, support and general teamwork.
Ownership of Fund Securities
As of March 31, 2010, Mr. Boggess does not directly own any Interests in the Registrant.
ITEM 9. PURCHASE OF EQUITY SECURITIES BY CLOSE-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS.
Not applicable.
ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
There have been no material changes to the procedures by which members may recommend nominees to the Registrant's board of managers that would require disclosure.
ITEM 11. CONTROLS AND PROCEDURES.
(a) | The Registrant's Principal Executive Officer and Principal Financial Officer have concluded that the Registrant's disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended (the "1940 Act")) were effective as of a date within 90 days prior to the filing date of this report, based on their evaluation of the effectiveness of the Registrant's disclosure controls and procedures, as required by Rule 30a-3(b) of the 1940 Act. |
(b) | There were no changes in the Registrant's internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act) 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 Registrant's internal control over financial reporting. |
ITEM 12. EXHIBITS.
(a) (1) | Code of Ethics (See Exhibit 1) |
(a) (2) | Separate certifications for the Registrant’s Principal Executive Officer and Principal Financial Officer, as required by Rule 30a-2 (a) under the 1940 Act are 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): Excelsior Multi-Strategy Hedge Fund of Funds Master Fund, LLC
By (Signature and Title): /s/ Spencer N. Boggess
Spencer N. Boggess, Principal Executive Officer
Date: June 11, 2010
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): Excelsior Multi-Strategy Hedge Fund of Funds Master Fund, LLC
By (Signature and Title): /s/ Steven L. Suss
Steven L. Suss, Principal Financial Officer
Date: June 11, 2010