UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSRS
CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT
INVESTMENT COMPANIES
Investment Company Act file number 811-21911
Old Mutual Absolute Return Master Fund, L.L.C.
(Exact name of registrant as specified in charter)
800 Westchester Avenue, S-618
Rye Brook, New York 10573
(Address of principal executive offices) (Zip code)
SEI Investments Distributors
One Freedom Valley Drive
Oaks, PA 19456
(Name and address of agent for service)
Registrant’s telephone number, including area code: 1-888-266-2200
Date of fiscal year end: March 31
Date of reporting period: September 30, 2010
Item 1. Reports to Stockholders.
Old Mutual Absolute Return Master Fund, L.L.C.
Financial Statements (unaudited)
For the six months ended September 30, 2010
Old Mutual Absolute Return Master Fund, L.L.C.
Table of Contents
Financial Statements (unaudited):
| | | | |
|
Schedule of Investments | | | 1 | |
Statement of Assets and Liabilities | | | 3 | |
Statement of Operations | | | 4 | |
Statements of Changes in Members’ Capital | | | 5 | |
Statement of Cash Flows | | | 6 | |
Financial Highlights | | | 7 | |
Notes to Financial Statements | | | 8 | |
Investment Management Agreement Approval | | | 23 | |
The Fund 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 Fund’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.
A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities, as well as information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30, is available (i) without charge, upon request, by calling toll free (888) 266-2200; and (ii) on the Commission’s website at http://www.sec.gov.
Old Mutual Absolute Return Master Fund, L.L.C.
Schedule of Investments (unaudited)
September 30, 2010
Investment Strategies as a Percentage of Total Investments
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| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | % of | | | | | | | | | | | |
| | | | | | Fair | | | Members’ | | | | | | | Notice | | | | |
Portfolio Fund | | Cost | | | Value | | | Capital (1) | | | Liquidity (2) | | | Period | | | Lock-Up (7) | |
|
| | | | | | | | | | | | | | | | | | | | | | | | |
Directional: | | | | | | | | | | | | | | | | | | | | | | | | |
COMAC Global Macro Fund, Ltd. (Shares: 6,019.880) | | $ | 823,353 | | | $ | 974,005 | | | | 4.05 | % | | Monthly | | | 60 | | | None |
Edgestream Nais Fund, Ltd. (Shares: 911.935) | | | 917,134 | | | | 973,692 | | | | 4.05 | % | | Quarterly | | | 14 | | | None |
Remington Investment Strategies, L.P. | | | 650,000 | | | | 718,337 | | | | 2.98 | % | | Annually | | | 60 | | | None |
Tudor BVI Global Fund, Ltd. | | | 803,973 | | | | 884,203 | | | | 3.67 | % | | Quarterly | | | 60 | | | None |
| | | | | | | | | | | | | | |
Total Directional | | | 3,194,460 | | | | 3,550,237 | | | | 14.75 | % | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Equity Strategies: | | | | | | | | | | | | | | | | | | | | | | | | |
7x7 Institutional Partners, L.P. | | | 618,753 | | | | 723,446 | | | | 3.01 | % | | Monthly | | | 60 | | | None |
Atlas Fundamental Trading Fund, L.P. | | | 550,000 | | | | 541,102 | | | | 2.25 | % | | Quarterly | | | 60 | | | None |
Bluefin Investors, L.P. | | | 500,000 | | | | 496,000 | | | | 2.06 | % | | Quarterly | | | 35 | | | None |
Cedar Hill Onshore Mortgage Opportunity Fund, L.P. | | | 21,285 | | | | 21,679 | | | | 0.09 | % | | Quarterly | | | 180 | | | None |
Cobalt Partners, L.P. | | | 925,000 | | | | 939,790 | | | | 3.90 | % | | Semi-annually | | | 60 | | | Aug. 31, 2011 |
Cygnus Utilities, Infrastructure & Renewables, LLC | | | 650,000 | | | | 612,582 | | | | 2.55 | % | | Monthly | | | 30 | | | None |
Expo Health Sciences Fund, L.P. | | | 675,000 | | | | 757,751 | | | | 3.15 | % | | Quarterly | | | 30 | | | None |
FrontPoint Onshore Financial Services Fund, L.P. | | | 750,000 | | | | 765,699 | | | | 3.18 | % | | Quarterly | | | 30 | | | None |
GEM Realty Securities, L.P. — Class A | | | 375,000 | | | | 430,533 | | | | 1.79 | % | | Annually | | | 60 | | | None |
GEM Realty Securities, L.P. — Class B | | | 475,000 | | | | 537,591 | | | | 2.23 | % | | Quarterly | | | 60 | | | None |
Iridian Opportunity Fund, L.P. | | | 800,000 | | | | 824,080 | | | | 3.42 | % | | Monthly | | | 30 | | | None |
JANA Partners Qualified, L.P. | | | 1,146,994 | | | | 1,276,558 | | | | 5.30 | % | | Quarterly | | | 60 | | | None (5) |
JANA Piranha Fund, L.P. | | | 44,649 | | | | 26,811 | | | | 0.11 | % | | | N/A | | | | N/A | | | Side Pocket (3) |
JAT Capital Domestic Fund, L.P. | | | 700,000 | | | | 786,392 | | | | 3.27 | % | | Quarterly | | | 45 | | | None |
Riley Paterson Asian Opportunities Fund | | | 450,000 | | | | 427,969 | | | | 1.78 | % | | Monthly | | | 30 | | | None |
Turner Long/Short Equity, L.P. | | | 550,000 | | | | 533,875 | | | | 2.22 | % | | Quarterly | | | 45 | | | None |
Two Sigma Spectrum U.S. Fund, L.P. | | | 1,225,000 | | | | 1,633,644 | | | | 6.79 | % | | Quarterly | | | 55 | | | None |
| | | | | | | | | | | | | | |
Total Equity Strategies | | | 10,456,681 | | | | 11,335,502 | | | | 47.10 | % | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
1
Old Mutual Absolute Return Master Fund, L.L.C.
Schedule of Investments (unaudited) (concluded)
September 30, 2010
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | % of | | | | | | | | | | | |
| | | | | | Fair | | | Members’ | | | | | | | Notice | | | | |
Portfolio Fund | | Cost | | | Value | | | Capital (1) | | | Liquidity (2) | | | Period | | | Lock-Up (7) | |
|
Event Driven: | | | | | | | | | | | | | | | | | | | | | | | | |
Atwater Capital Partners, L.P. | | $ | 250,000 | | | $ | 257,598 | | | | 1.07 | % | | Quarterly | | | 60 | | | None |
GCA Credit Opportunities Fund LLC | | | 650,000 | | | | 887,128 | | | | 3.68 | % | | Quarterly | | | 60 | | | None |
GoldenTree Partners, L.P. | | | 71,077 | | | | 88,103 | | | | 0.37 | % | | | N/A | | | | N/A | | | Side Pocket (3) |
Greywolf Capital Partners II, L.P. | | | 8,509 | | | | 6,072 | | | | 0.03 | % | | | N/A | | | | N/A | | | Side Pocket (3) |
Kingdon Credit Partners, L.P. | | | 475,000 | | | | 523,283 | | | | 2.17 | % | | Quarterly | | | 90 | | | None |
RoundKeep Global Fund, L.P. | | | 425,000 | | | | 435,303 | | | | 1.81 | % | | Quarterly | | | 65 | | | None |
Senator Global Opportunity Fund, L.P. | | | 375,000 | | | | 508,547 | | | | 2.11 | % | | Quarterly | | | 60 | | | None |
Southpaw Credit Opportunity Partners, L.P. | | | 775,000 | | | | 908,817 | | | | 3.78 | % | | Semi-annually | | | 60 | | | None |
Stone Lion Fund, L.P. | | | 350,000 | | | | 393,256 | | | | 1.63 | % | | Quarterly | | | 90 | | | Dec. 31, 2010 |
| | | | | | | | | | | | | | |
Total Event Driven | | | 3,379,586 | | | | 4,008,107 | | | | 16.65 | % | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Opportunistic: | | | | | | | | | | | | | | | | | | | | | | | | |
D.E. Shaw Composite Fund, LLC | | | 754,178 | | | | 768,538 | | | | 3.19 | % | | Quarterly | | | 90 | | | None (5) |
Everest Capital Global, L.P. | | | 325,000 | | | | 316,879 | | | | 1.32 | % | | Quarterly | | | 90 | | | None (6) |
Manikay Onshore Fund, L.P. | | | 450,000 | | | | 459,732 | | | | 1.91 | % | | Quarterly | | | 65 | | | None |
Perry Partners, L.P. | | | 1,000,000 | | | | 1,138,364 | | | | 4.73 | % | | Annually | | | 90 | | | Dec. 31, 2010 / Mar. 31, 2011 |
Wexford Spectrum Fund, L.P. | | | 935,000 | | | | 971,496 | | | | 4.04 | % | | Quarterly | | | 90 | | | Dec. 31, 2010 / Mar. 31, 2011 |
| | | | | | | | | | | | | | |
Total Opportunistic | | | 3,464,178 | | | | 3,655,009 | | | | 15.19 | % | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Relative Value: | | | | | | | | | | | | | | | | | | | | | | | | |
Nisswa Tail Hedge Fund, L.P. | | | 225,000 | | | | 206,616 | | | | 0.86 | % | | Monthly | | | 30 | | | None |
| | | | | | | | | | | | | | |
Total Relative Value | | | 225,000 | | | | 206,616 | | | | 0.86 | % | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total Portfolio Funds | | | 20,719,905 | | | | 22,755,471 | | | | 94.55 | % | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Cash Equivalent: | | | | | | | | | | | | | | | | | | | | | | | | |
SDIT Prime Obligation Fund, Class A, 0.100% (4) | | | 765,677 | | | | 765,677 | | | | 3.18 | % | | Daily | | None | | None |
| | | | | | | | | | | | | | |
Total Cash Equivalent | | | 765,677 | | | | 765,677 | | | | 3.18 | % | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total Investments | | $ | 21,485,582 | | | $ | 23,521,148 | | | | 97.73 | % | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
| | |
(1) | | Percentages are based on Members’ Capital at September 30, 2010 of $24,068,435. |
|
(2) | | Liquidity terms shown apply after lock-up provisions. See also Note 10.L. to the Financial Statements. |
|
(3) | | Represents a side pocket balance which will be liquidated upon monetization of assets held in the side pocket. |
|
(4) | | The rate shown is the 7-day effective yield as of September 30, 2010. |
|
(5) | | Less than 3% of the investment has been deemed a side pocket investment. |
|
(6) | | No more than 50% can be redeemed in any quarter. |
|
(7) | | Represents the expiration date(s) of any applicable lock-up provisions. |
The accompanying notes are an integral part of the financial statements.
2
Old Mutual Absolute Return Master Fund, L.L.C.
Statement of Assets and Liabilities (unaudited)
September 30, 2010
| | | | |
Assets | | | | |
Investments in Portfolio Funds, at fair value (cost $20,719,905) | | $ | 22,755,471 | |
Cash equivalent, at fair value (cost $765,677) | | | 765,677 | |
Fund investments made in advance | | | 500,000 | |
Due from Old Mutual Absolute Return Fund, L.L.C. | | | 66,460 | |
Due from Old Mutual Absolute Return Institutional Fund, L.L.C. | | | 6,669 | |
Receivable for investments sold | | | 52,254 | |
Prepaid insurance fees | | | 28,280 | |
Interest receivable | | | 163 | |
| | | |
Total assets | | | 24,174,974 | |
| | | |
| | | | |
Liabilities | | | | |
Professional fees payable | | | 73,772 | |
Payable to Adviser | | | 29,215 | |
Board of Managers’ fees payable | | | 1,875 | |
Administration fees payable | | | 1,250 | |
Other accrued expenses | | | 427 | |
| | | |
Total liabilities | | | 106,539 | |
| | | |
| | | | |
Net assets | | $ | 24,068,435 | |
| | | |
| | | | |
Members’ capital | | | | |
Net capital | | $ | 21,751,337 | |
Accumulated net investment loss | | | (942,679 | ) |
Accumulated net realized gain on Portfolio Funds | | | 1,224,211 | |
Net unrealized appreciation/depreciation on investments in Portfolio Funds | | | 2,035,566 | |
| | | |
Total members’ capital | | $ | 24,068,435 | |
| | | |
The accompanying notes are an integral part of the financial statements.
3
Old Mutual Absolute Return Master Fund, L.L.C.
Statement of Operations (unaudited)
For the six months ended September 30, 2010
| | | | |
|
Investment Income: | | | | |
Interest | | $ | 976 | |
| | | |
| | | | |
Expenses: | | | | |
Professional fees | | | 110,294 | |
Insurance fees | | | 20,200 | |
Due diligence fees | | | 12,702 | |
Board of Managers’ fees | | | 3,750 | |
Administration fee | | | 2,500 | |
Custody fee | | | 857 | |
Printing fees | | | 450 | |
Filing fees | | | 299 | |
Other expenses | | | 928 | |
| | | |
Total expenses | | | 151,980 | |
| | | |
Net Investment Loss | | | (151,004 | ) |
| | | |
| | | | |
Net realized and unrealized gain (loss) on investments in Portfolio Funds | | | | |
Net realized loss on investments in Portfolio Funds | | | (230,600 | ) |
Net change in unrealized appreciation/depreciation on investments in Portfolio Funds | | | 565,408 | |
| | | |
| | | | |
Net realized and unrealized gain on investments in Portfolio Funds | | | 334,808 | |
| | | |
| | | | |
Net Increase in Members’ Capital Derived from Investment Activities | | $ | 183,804 | |
| | | |
The accompanying notes are an integral part of the financial statements.
4
Old Mutual Absolute Return Master Fund, L.L.C.
Statements of Changes in Members’ Capital
| | | | | | | | |
| | For the six | | | | |
| | months ended | | | For the year | |
| | September 30, 2010 | | | ended | |
| | (unaudited) | | | March 31, 2010 | |
From Investment Activities: | | | | | | | | |
Net investment loss* | | $ | (151,004 | ) | | $ | (263,779 | ) |
Net realized loss on investments in Portfolio Funds | | | (230,600 | ) | | | (296,091 | ) |
Net change in unrealized appreciation/depreciation on investments in Portfolio Funds | | | 565,408 | | | | 1,555,403 | |
| | | | | | |
|
Net increase in Members’ Capital derived from investment activities | | | 183,804 | | | | 995,533 | |
| | | | | | |
| | | | | | | | |
Members’ Capital Transactions: | | | | | | | | |
Proceeds from sales of Interests | | | 3,205,647 | | | | 5,958,900 | |
Redemptions of Interests | | | (705,000 | ) | | | (1,536,000 | ) |
| | | | | | |
Total Members’ Capital Transactions | | | 2,500,647 | | | | 4,422,900 | |
| | | | | | |
| | | | | | | | |
Net Increase in Members’ Capital: | | | 2,684,451 | | | | 5,418,433 | |
Members’ Capital at Beginning of period | | | 21,383,984 | | | | 15,965,551 | |
| | | | | | |
Members’ Capital at End of period | | $ | 24,068,435 | | | $ | 21,383,984 | |
| | | | | | |
| | | | | | | | |
Accumulated net investment loss | | $ | (942,679 | ) | | $ | (791,675 | ) |
| | | | | | |
| | |
* | | Investment income less expenses. |
The accompanying notes are an integral part of the financial statements.
5
Old Mutual Absolute Return Master Fund, L.L.C.
Statement of Cash Flows (unaudited)
For the six months ended September 30, 2010
| | | | |
|
Cash Flows From Operating Activities | | | | |
Net increase in Members’ Capital derived from investment activities | | $ | 183,804 | |
Adjustments to reconcile net increase in Members’ Capital derived from investment activities to net cash used in operating activities: | | | | |
Purchases of Portfolio Funds, at fair value | | | (5,720,095 | ) |
Proceeds from sales of Portfolio Funds | | | 2,960,746 | |
Net realized loss on investments in Portfolio Funds | | | 230,600 | |
Net change in unrealized appreciation/depreciation on investments in Portfolio Funds | | | (565,408 | ) |
Changes in operating assets and liabilities: | | | | |
Decrease in receivable for investments sold | | | 243,043 | |
Increase in prepaid insurance fees | | | (28,280 | ) |
Increase in interest receivable | | | (60 | ) |
Decrease in Fund investments made in advance | | | 575,000 | |
Increase in due from Old Mutual Absolute Return Fund, L.L.C. | | | (6,669 | ) |
Increase in due from Old Mutual Absolute Return Institutional Fund, L.L.C. | | | (66,460 | ) |
Increase in payable to Adviser | | | 24,784 | |
Increase in professional fees payable | | | 13,318 | |
Increase in other accrued expenses | | | 30 | |
| | | |
Net cash used in operating activities | | | (2,155,647 | ) |
| | | |
| | | | |
Cash Flows from Financing Activities | | | | |
Proceeds from sale of Interests | | | 3,205,647 | |
Redemption of Interests, net of change in redemption payable | | | (1,017,000 | ) |
| | | |
Net cash provided by financing activities | | | 2,188,647 | |
| | | |
| | | | |
Net increase in cash and cash equivalents | | | 33,000 | |
Cash and cash equivalents, beginning of period | | | 732,677 | |
| | | |
Cash and cash equivalents, end of period | | $ | 765,677 | |
| | | |
The accompanying notes are an integral part of the financial statements.
6
Old Mutual Absolute Return Master Fund, L.L.C.
Financial Highlights
| | | | | | | | | | | | | | | | | | | | |
| | For the six | | | | | | | | |
| | months ended | | For the | | For the | | For the | | November 1, 2006* |
| | September 30, 2010 | | year ended | | year ended | | year ended | | to |
| | (unaudited) | | March 31, 2010 | | March 31, 2009 | | March 31, 2008 | | March 31, 2007 |
| | |
|
Total Return | | | 0.73 | %(1) | | | 5.05 | % | | | (1.73 | )% | | | 8.83 | % | | | 3.95 | %(1) |
Net assets, end of period (in 000’s) | | $ | 24,068 | | | $ | 21,384 | | | $ | 15,966 | | | $ | 12,957 | | | $ | 11,017 | |
Ratio to average members’ capital: | | | | | | | | | | | | | | | | | | | | |
Expenses (2) | | | 1.30 | %(3) | | | 1.45 | % | | | 0.98 | % | | | 2.86 | % | | | 2.93 | %(3) |
Net investment loss | | | (1.29 | )%(3) | | | (1.43 | )% | | | (0.68 | )% | | | (2.56 | )% | | | (2.52 | )%(3) |
Portfolio turnover rate (5) | | | 13.89 | %(4) | | | 35.03 | % | | | 52.98 | % | | | 25.01 | % | | | 2.52 | %(4) |
| | |
* | | Commencement of operations. |
|
(1) | | Total return is for the period indicated and has not been annualized. |
|
(2) | | Expenses of Portfolio Funds are not included in the expense ratio. |
|
(3) | | Annualized. |
|
(4) | | Not annualized. |
|
(5) | | Portfolio turnover rate is the lesser of purchases or proceeds from sales of investments in Portfolio Funds during the period divided by the average value of investments in Portfolio Funds held during the year or period. |
Note: The expense ratios, the net investment loss ratio, and the total return percentages are calculated for the Members taken as a whole. The computation of such ratios and return based on the amount of expenses charged to any specific Member may vary from the overall ratios presented in the financial statements as a result of the timing of capital transactions.
The accompanying notes are an integral part of the financial statements.
7
Old Mutual Absolute Return Master Fund, L.L.C.
Notes to Financial Statements (unaudited)
September 30, 2010
1. Organization
Old Mutual Absolute Return Master Fund, L.L.C. (the “Fund”) is a Delaware limited liability company that is registered under the Investment Company Act of 1940, as amended (the “1940 Act”) with the United States Securities and Exchange Commission (“SEC”), as a non-diversified, closed-end, management investment company, which was formed on April 25, 2006 and commenced operations on November 1, 2006. The Fund is a master fund in a master/feeder structure into which its feeder funds, Old Mutual Absolute Return Fund, L.L.C. (the “Feeder Fund”) and Old Mutual Absolute Return Institutional Fund, L.L.C. (the “Institutional Feeder Fund”), (collectively, the “Feeders” or “Members”), invest substantially all of their assets. As of September 30, 2010, the Feeder Fund’s investment in the Fund represented 91.87% of Members’ Capital and the Institutional Feeder Fund’s investment in the Fund represented 8.13% of Members’ Capital.
The Fund employs a “fund of funds” investment program that enables eligible investors, through one investment, to participate in the investment programs of a professionally selected group of asset managers without being subject to the high minimum investment requirements that many asset managers typically impose. The Fund is similar to a private investment fund in that it is actively managed and interests in the Feeders (“Interests”) are sold solely to high net worth individual and institutional investors, but differs from a typical private investment fund in that it has registered as an investment company under the 1940 Act.
The Fund’s investment objective is to seek to generate attractive returns while attempting to reduce volatility. The Fund invests its assets primarily in private investment funds, joint ventures, investment companies and other similar investment vehicles (“Portfolio Funds”) that are managed by a select group of portfolio managers (“Portfolio Managers”) that invest in a variety of financial markets and utilize a broad range of alternative investment strategies.
2. Summary of Significant Accounting Policies
Basis of Presentation
The Fund’s financial statements are prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the rules and regulations of the SEC. The following is a summary of the significant accounting policies followed by the Fund:
8
Old Mutual Absolute Return Master Fund, L.L.C.
Notes to Financial Statements (unaudited) (continued)
2. Summary of Significant Accounting Policies (continued)
A. Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires the Adviser to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from these estimates.
B. Valuation of Portfolio Investments at Fair Value and Investment Transactions
U.S. GAAP establishes a fair value hierarchy and specifies that a valuation technique used to measure fair value shall maximize the use of observable inputs and minimize the use of unobservable inputs. 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 quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3).
The three levels of the fair value hierarchy under U.S. GAAP are described below:
• | | Level 1 — Unadjusted quoted prices in active markets for identical, unrestricted assets or liabilities that the Fund has the ability to access at the measurement date; |
|
• | | Level 2 — Quoted prices which are not 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 exotic modeling techniques which are both significant to the fair value measurement and unobservable (supported by little or no market activity). |
The net asset value of the Fund is determined by or at the discretion of the Adviser as of the close of business as of the end of each month in accordance with the valuation principles as may be determined from time to time pursuant to policies established by the Fund’s Board of Managers (the “Board”). The net asset value of the Fund is primarily based on the fair value of each of its interests in Portfolio Funds.
9
Old Mutual Absolute Return Master Fund, L.L.C.
Notes to Financial Statements (unaudited) (continued)
2. Summary of Significant Accounting Policies (continued)
As permitted under U.S. GAAP, the investments in portfolio funds are valued, as a practical expedient, utilizing the net asset valuations provided by the underlying portfolio funds, without adjustment, when the net asset valuations of the portfolio funds are calculated (or adjusted by the Fund if necessary) in a manner consistent with U.S. GAAP for investment companies. As a general matter, the fair value of the Fund’s interest in a Portfolio Fund represents the amount that the Fund could reasonably expect to receive from the Portfolio Fund if the Fund’s interest were redeemed at the time of valuation, based on information reasonably available at the time the valuation is made and that the Fund believes to be reliable.
The Fund’s valuation procedures require the Adviser to consider all relevant information available at the time the Fund values its assets. The Adviser or, in certain cases, the Fund’s Board, will consider such information, and may conclude in certain circumstances that the information provided by a Portfolio Manager does not represent the fair value of the Fund’s interests in a Portfolio Fund. Following procedures adopted by the Board, in the absence of specific transaction activity in interests in a particular Portfolio Fund, the Fund could consider whether it was appropriate, in light of all relevant circumstances, to value such a position at the Portfolio Fund’s net asset value as reported at the time of valuation, or whether to adjust such value to reflect a premium or discount to net asset value. In its determination of fair value the Board considers subscription and redemption rights, including any restrictions on the redemptions from the Portfolio Funds. Investments in portfolio funds are included in either Level 2 or 3 of the fair value hierarchy. In determining the level, the Fund considers the length of time until the investment is redeemable including notice and lock up periods or any other restriction on the disposition of the investment. The Fund also considers the nature of the portfolios of the portfolios of the underlying portfolio funds and their ability to liquidate their underlying investments. Any such decision must be made in good faith, and subject to the review and supervision of the Board.
Realized gains and losses from Portfolio Fund transactions are calculated on the identified cost basis. Investment transactions are recorded on the effective date of the subscription to or redemption from the Portfolio Fund.
Interest income is recorded on an accrual basis and consists of interest earned on cash and cash equivalents.
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Old Mutual Absolute Return Master Fund, L.L.C.
Notes to Financial Statements (unaudited) (continued)
2. Summary of Significant Accounting Policies (continued)
As required by U.S. GAAP, investments are classified within the level of the lowest significant input considered in determining fair value. Investments classified within Level 3 consider several inputs and may include Level 1 or Level 2 inputs as components of the overall fair value measurement.
The table below sets forth information about the level within the fair value hierarchy at which the Fund’s investments are measured at September 30, 2010:
| | | | | | | | | | | | | | | | |
| | Level 1 — | | | | | | | | | | |
| | Quoted Prices | | | Level 2 — | | | | | | | |
| | in Active | | | Significant | | | Level 3 — | | | | |
| | Markets for | | | Other | | | Significant | | | | |
| | Identical | | | Observable | | | Unobservable | | | Total as of | |
Assets (at fair value) | | Assets | | | Inputs | | | Inputs | | | September 30, 2010 | |
Investments in Portfolio Funds | | $ | — | | | $ | 21,631,884 | | | $ | 1,123,587 | * | | $ | 22,755,471 | |
Cash Equivalent | | | 765,677 | | | | — | | | | — | | | | 765,677 | |
| | | | | | | | | | | | |
Total | | $ | 765,677 | | | $ | 21,631,884 | | | $ | 1,123,587 | | | $ | 23,521,148 | |
| | | | | | | | | | | | |
| | |
* | | Level 3 investments consist of the following Portfolio Funds: Cedar Hill Onshore Mortgage Opportunity Fund, L.P., Cobalt Partners, L.P., JANA Partners Qualified, L.P., JANA Piranha Fund, L.P., GoldenTree Partners, L.P., Greywolf Capital Partners II, L.P. and D.E. Shaw Composite Fund, LLC. |
The following is a reconciliation of the investments in which significant unobservable inputs (Level 3) were used in determining value:
| | | | | | | | | | | | | | | | | | |
Beginning | | | Realized and | | | | | | | | | | | |
Balance as of | | | unrealized | | | Net purchase/ | | | | | | | Ending Balance as of | |
April 1, 2010 | | | gains/(losses) | | | sales | | | Transfer in/out | | | September 30, 2010 | |
| | | | | | | | | | | | | | | | | | |
$ | 1,441,454 | | | $ | (21,186 | ) | | $ | 883,771 | | | $ | (1,180,452 | ) | | $ | 1,123,587 | |
| | | | | | | | | | | | | | |
Realized and unrealized gains and losses are included in net gain (loss) on investments in the Statement of Operations. The change in unrealized gains (losses) for the six months ended September 30, 2010 for investments still held at September 30, 2010 of $566,408 is reflected in net change in unrealized appreciation/depreciation on investments in Portfolio Funds.
There were no transfers during the six months ended September 30, 2010, between Level 1 and Level 2. For the six months ended September 30, 2010, there have been no significant changes to the Fund’s fair value methodologies.
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Old Mutual Absolute Return Master Fund, L.L.C.
Notes to Financial Statements (unaudited) (continued)
2. Summary of Significant Accounting Policies (continued)
C. Income Taxes
Counsel to the Fund rendered an opinion that the Fund will be classified as a partnership and not as an association taxable as a corporation for Federal tax purposes. Counsel to the Fund also rendered its opinion that, under a “facts and circumstances” test, the Fund will not be treated as a “publicly traded partnership” taxable as a corporation. Accordingly, the Fund should not be subject to Federal income tax, and each Member will be required to report on its own annual tax return such Member’s distributive share of the Fund’s taxable income or loss.
The Fund evaluates tax positions taken or expected to be taken in the course of preparing the Fund’s tax returns to determine whether it is “more-likely than-not” (i.e., greater than 50-percent) that each tax position will be sustained upon examination by a taxing authority based on the technical merits of the position. Tax positions not deemed to meet the more-likely-than-not threshold are recorded as a tax benefit or expense in the current year. The Fund did not record any tax provision in the current period. However, management’s conclusions regarding tax positions taken may be subject to review and adjustment at a later date based on factors including, but not limited to, examination by tax authorities (i.e., the last 3 tax year ends, as applicable), on-going analysis of and changes to tax laws, regulations and interpretations thereof.
As of and during the six months ended September 30, 2010, the Fund did not have a liability for any unrecognized tax benefits. The Fund recognizes interest and penalties, if any, related to unrecognized tax benefits as income tax expense in the Statement of Operations. During the six months ended September 30, 2010, the Fund did not incur any significant interest or penalties.
The aggregate income tax basis of investments in Portfolio Funds was $20,719,705. Net unrealized depreciation on investments for income tax purposes was $2,035,566, consisting of $2,170,818 of gross unrealized appreciation and $(135,252) of gross unrealized depreciation.
D. Distributions from Portfolio Funds
Distributions from Portfolio Funds will be classified as investment income or realized gains in the Statements of Operations, or alternatively, as a decrease to the cost of the investments based on the U.S. income tax characteristics of the distribution if such information is available. In cases where the tax characteristics are not available, such distribution will be classified as investment income.
E. Cash Equivalent
As of September 30, 2010, cash equivalent consists of an investment in a money market fund affiliated with the Administrator (as defined in Note 3).
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Old Mutual Absolute Return Master Fund, L.L.C.
Notes to Financial Statements (unaudited) (continued)
2. Summary of Significant Accounting Policies (concluded)
F. Accounting Pronouncements Recently Issued or Adopted
On January 21, 2010, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2010-06, Fair Value Measurements and Disclosures (Topic 820): Improving Disclosures about Fair Value Measurements, which provides guidance on how investment assets and liabilities are to be valued and disclosed. Specifically, the amendment requires reporting entities to disclose i) the input and valuation techniques used to measure fair value for both recurring and nonrecurring fair value measurements, for Level 2 or Level 3 positions, ii) transfers between all levels (including Level 1 and Level 2) will be required to be disclosed on a gross basis (i.e. transfers out must be disclosed separately from transfers in) as well as the reason(s) for the transfers and iii) purchases, sales, issuances and settlements must be shown on a gross basis in periods beginning after December 15, 2009, however the requirement to provide the Level 3 activity for purchases, sales, issuances and settlements on a gross basis will be effective for interim and annual periods beginning after December 15, 2010. The Fund adopted the provision of the ASU effective April 1, 2010.
3. Related Party Transactions and Other
A. Related Party Transactions
Larch Lane Advisors LLC (the “Adviser”), a Delaware limited liability company, serves as the investment adviser of the Fund. The Adviser is a registered investment adviser (RIA) under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). LLA Holdings, LLC, the special member of the Adviser, owns a majority of the Adviser and is an indirect majority-owned subsidiary of Old Mutual (US) Holdings, Inc. (“OMUSH”), which is a wholly- owned subsidiary of Old Mutual plc, a London exchange listed international financial services firm. The Adviser is responsible for developing, implementing and supervising the Fund’s investment program and providing day-to-day management services to the Institutional Feeder Fund. The Adviser has also paid various expenses for the Fund for which the Fund has a non-interest bearing payable which is due upon demand. The accompanying Statement of Assets and Liabilities includes a payable to Adviser of $29,215.
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Old Mutual Absolute Return Master Fund, L.L.C.
Notes to Financial Statements (unaudited) (continued)
3. Related Party Transactions and Other (concluded)
Under the agreement with the Adviser, the Fund does not pay any investment management fee to the Adviser. The fees are paid at the Feeder Fund level. However, under the agreement, in the event the Adviser ceases to serve as the Adviser to each Feeder, the Master Fund would then be subject to a fee that is calculated and payable in accordance with the lowest annual rate that had most recently been charged by the Adviser to a Feeder.
The Fund and the Feeder Fund have entered into a Master/Feeder Agreement dated October 13, 2006, and the Fund and the Institutional Feeder Fund have entered into a Master/Feeder Agreement dated February 8, 2007. Pursuant to the agreements, the Fund and the Feeders will each have the same investment objective and substantially the same investment policies. The Feeders will pursue their investment objectives by investing on an ongoing basis substantially all of their investable assets in the Fund in exchange for limited liability company interests in the Fund. The Master/Feeder Agreements will remain in effect unless terminated by the Fund or the Feeders.
B. Other
Pursuant to an administrative services agreement, SEI Investments Global Funds Services (the “Administrator”), provides various administrative services to the Fund and the Feeders, including fund accounting, investor accounting and taxation services, maintaining the register of the Fund and generally performing all actions related to the issuance and transfer of Interests; reviewing and, subject to approval by the Fund, accepting subscriptions for Interests and accepting payment therefore; performing all acts related to the repurchase of Interests; and performing all other clerical services necessary in connection with the administration of the Fund.
In consideration for the services provided by the Administrator, the Fund pays the Administrator a monthly fee calculated and assessed monthly in arrears at an annualized rate of 0.01% of the Fund’s net assets, subject to a minimum annual fee of $5,000.
SEI Private Trust Company (the “Custodian”) serves as the custodian for the assets of the Fund. In consideration for the services provided by the Custodian, the Fund pays the Custodian a monthly fee at an annualized rate of 0.0075% of the Fund’s net assets, subject to a minimum annual fee of $1,500. The agreement will remain in effect unless terminated by the Fund or the Custodian.
The Fund is managed by the Board of Managers (the “Board”) and each member of the Board who is not an “interested manager” of the Fund, as defined by the 1940 Act (the “Independent Managers”), is entitled to an annual retainer of $2,500 and will be reimbursed by the Fund for travel-related expenses. The Independent Managers of the Board are Gerald Hellerman, Paul D. Malek, and George W. Morriss.
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Old Mutual Absolute Return Master Fund, L.L.C.
Notes to Financial Statements (unaudited) (continued)
4. Fund Expenses
The Fund bears its own operating expenses. These operating expenses include, but are not limited to: all investment-related expenses (including, but not limited to, fees paid directly or indirectly to Portfolio Managers, investment-related interest expenses, all costs and expenses directly related to portfolio transactions and positions, transfer taxes and premiums and taxes withheld on foreign dividends); any non-investment related interest expense; fees and disbursements of any attorneys or accountants engaged on behalf of the Fund; entity-level taxes, audit and tax preparation fees and expenses; administrative expenses and fees of the Fund; custody expenses of the Fund; the costs of an errors and omissions/directors and officers liability insurance and a fidelity bond for the Fund; fees and travel-related expenses of the Board of the Fund who are not employees of the Adviser or any affiliate of the Adviser; all costs and charges for equipment or services used in communicating information regarding the Fund’s transactions among the Adviser and any custodian or other agent engaged by the Fund; any extraordinary expenses; and such other expenses as may be approved from time to time by the Board. Amounts shown as expenses in the Statement of Operations and Financial Highlights include only those expenses charged directly to the Fund and do not reflect management fees, advisory fees, brokerage commissions and other fees and expenses incurred by the Portfolio Funds in which the Fund invested. These amounts are included in realized and unrealized gain (loss) on investments in funds in the Statement of Operations.
The Fund also indirectly bears fees and expenses of the Portfolio Funds. Each Portfolio Manager generally receives a management fee and a performance fee or allocation with respect to the assets of Portfolio Funds that it manages. The amount of these fees and allocations varies among Portfolio Managers, but the management fees are generally expected to be between 1.0%-2.0%, on an annual basis, of the total assets managed by a Portfolio Manager, and the performance fees or allocations are generally expected to be between 15%-25% of the net capital appreciation (if any) in the assets managed by a Portfolio Manager.
5. Borrowings
The Fund is authorized to borrow money for investment purposes, to meet repurchase requests and for cash management purposes. Borrowings by the Fund are subject to a 300% asset coverage requirement under the 1940 Act. Portfolio Funds that are not registered investment companies are not subject to this requirement. The Fund had no borrowings during the six months ended September 30, 2010.
6. Capital Accounts and Allocations
The Fund maintains a separate capital account for each Member. The net profits or net losses of the Fund (including, without limitation, net realized gain or loss and the net change in unrealized appreciation or depreciation of securities positions) are credited to or debited against the capital accounts of Members as of the end of each fiscal period in accordance with their respective investment percentages for the period. Each Member’s investment percentage is determined each fiscal period by dividing, as of the commencement of the period, the balance of the Member’s capital account by the sum of the balances of the capital accounts of all Members.
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Old Mutual Absolute Return Master Fund, L.L.C.
Notes to Financial Statements (unaudited) (continued)
6. Capital Accounts and Allocations (continued)
A fiscal period begins on the day after the last day of the preceding fiscal period and ends at the close of business on the first to occur of: (i) the last day of each fiscal year (March 31); (ii) the last day of each taxable year (December 31); (iii) the day preceding the date as of which any contributions to the capital of the Fund is made; (iv) any day as of which the Fund repurchases the Interest (or portion thereof) of any Member; or (v) any day as of which any amount is credit to or debited from the capital account of any Member other than an amount to be credited to or debited from the capital accounts of all Members in accordance with their respective investment percentages.
7. Subscriptions and Redemptions of Interests
The Board may admit one or more Members generally at the beginning of each month; provided, however, that the Fund may, in the discretion of the Board, admit Members more or less frequently.
No Member or other person holding an Interest or portion thereof shall have the right to require the Fund to repurchase that Interest or portion thereof. The Board, in its sole discretion and on such terms and conditions as it may determine, may cause the Fund to repurchase Interests or portions thereof pursuant to written tenders. In determining whether to cause the Fund to repurchase Interests or portions thereof pursuant to written tenders, the Board shall consider, among other things, the recommendation of the Adviser.
8. Financial Instruments with Off-Balance Sheet Risk
In the normal course of business, the Portfolio Funds in which the Fund invests trade various financial instruments and enter into various investment activities with off-balance sheet risk. These include, but are not limited to, short selling activities, writing options contracts, and swap contracts. The Fund’s risk of loss in the Portfolio Funds is limited to the value of the Fund’s Investment.
9. Indemnifications
In the normal course of business, the Fund enters into contracts that contain a variety of representations which provide general indemnifications. The Fund’s maximum exposure under these arrangements is unknown as this would involve future claims that may be against the Fund that have not yet occurred. However, based on experience, the Fund expects the risk of loss to be remote.
10. Risk and Uncertainties
The Fund invests primarily in Portfolio Funds that are not registered under the 1940 Act which invest in and actively trade securities and other financial instruments using different strategies and investment techniques, including leverage, which may involve significant risks. These Portfolio Funds may invest a high percentage of their assets in specific sectors of the market in order to achieve a potentially greater investment return. As a result, the Portfolio Funds may be more susceptible to economic, political, and regulatory developments in a particular sector of the market, positive or negative, and may experience increased volatility of the Portfolio Funds’ net asset value.
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Old Mutual Absolute Return Master Fund, L.L.C.
Notes to Financial Statements (unaudited) (continued)
10. Risk and Uncertainties (continued)
The Fund may invest in a limited number of Portfolio Funds. Such concentration may result in additional risk. The Portfolio Funds may enter into the following transactions and certain of the related risks are described below:
A. Short Sales
Short sales are sales of securities that are not owned or that are not intended for delivery and the seller will therefore be obligated to purchase such securities at a future date. The value of the open short position is recorded as a liability, and the seller records unrealized gain or loss to the extent of the difference between the proceeds received and the value of the open short position. A realized gain or loss is recorded when the short position is closed out. By entering into short sales, the seller bears the market risk of increases in value of the security sold short in excess of the proceeds received.
B. Swap Agreements
A swap contract is a contract under which two parties agree to make periodic payments to each other based on the value of a security, a specified interest rate, an index or the value of some other instrument applied to a stated or “notional” amount. Swaps are subject to various types of risk, including market risk, liquidity risk, counterparty credit risk, legal risk and operations risk.
C. Options
The Portfolio Funds may buy or write put and call options through listed exchanges and the over-the-counter market. The buyer has the right, but not the obligation, to purchase (in the case of a call option) or sell (in the case of a put option) a specified quantity of a specific security or other underlying asset at a specified price prior to or on a specified expiration date. The writer of an option is exposed to the risk of loss if the market price of the underlying asset declines (in the case of a put option) or increases (in the case of a call option). The writer of an option can never profit by more than the premium paid by the buyer but can lose an unlimited amount.
D. Futures Contracts
The Portfolio Funds may use futures contracts for hedging and non-hedging purposes. Upon entering into a futures contract, the Portfolio Funds are required to deposit an amount (“initial margin”) equal to a certain percentage of the contract value. Pursuant to the contract, the Portfolio Funds agree to receive from, or pay to, the broker an amount of cash equal to the daily fluctuation in the value of the contract. Such receipts or payments are known as “variation margin” and are recorded by the Portfolio Funds as unrealized gains or losses. When the contract is closed, the Portfolio Funds record a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the value at the time when it was closed. The use of futures transactions includes the risk of imperfect correlation in movements in the price of futures contracts, interest rates, underlying hedged assets, and the possible inability of the counterparties to meet the terms of their contracts.
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Old Mutual Absolute Return Master Fund, L.L.C.
Notes to Financial Statements (unaudited) (continued)
10. Risk and Uncertainties (continued)
E. Leverage Transactions
In order to obtain more investable cash, the Portfolio Funds may use various forms of leverage including purchasing securities on margin. Such leverage may allow the Portfolio Funds to increase partners’ capital at a greater rate during favorable markets, but also may lead to a more rapid decrease in partners’ capital in unfavorable markets. A margin transaction consists of purchasing an investment with money loaned by a broker and agreeing to repay the broker at a later date. Interest expense on the outstanding margin balance is based on market rates at the time of the borrowing.
F. Forward Foreign Currency Contracts
The Portfolio Funds may enter into forward foreign currency contracts. Forward contracts are over-the-counter contracts for delayed delivery of currency in which the buyer agrees to buy and the seller agrees to deliver a specified currency at a specified price on a specified date. Because the terms of forward contracts are not standardized, they are not traded on organized exchanges and generally can be terminated or closed-out only by agreement of both parties to the contract. All commitments are marked to market on each valuation date at the applicable foreign exchange rate and any resulting unrealized gain or loss is recorded on such date. The Portfolio Fund realizes gains and losses at the time forward contracts are extinguished or closed upon entering into an offsetting contract.
G. Repurchase Agreements
Repurchase agreements are agreements under which a Portfolio Fund or the Fund purchases securities from a bank that is a member of the Federal Reserve System, a foreign bank or a securities dealer that agrees to repurchase the securities from the Portfolio Fund at a higher price on a designated future date. If the seller under a repurchase agreement becomes insolvent, the Portfolio Fund’s right to dispose of the securities may be restricted, or the value of the securities may decline before the Portfolio Fund is able to dispose of them.
H. Reverse Repurchase Agreements
Reverse repurchase agreements are a form of borrowing that involves a sale of a security by a Portfolio Fund to a bank or securities dealer and the Portfolio Fund’s simultaneous agreement to repurchase that security for a fixed price (reflecting a market rate of interest) on a specific date. These transactions involve a risk that the other party to a reverse repurchase agreement will be unable or unwilling to complete the transaction as scheduled, which may result in losses to the Portfolio Fund. Reverse repurchase transactions are a form of leverage and may increase the volatility of a Portfolio Fund’s investment portfolio.
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Old Mutual Absolute Return Master Fund, L.L.C.
Notes to Financial Statements (unaudited) (continued)
10. Risk and Uncertainties (continued)
I. Lending Portfolio Securities
Portfolio Funds may lend securities held in their portfolios to brokers, dealers and other financial institutions needing to borrow securities to complete certain transactions. The lending Portfolio Fund continues to be entitled to payments in amounts equal to the interest, dividends or other distributions payable on the loaned securities which afford it an opportunity to earn interest on the amount of the loan and on the loaned securities’ collateral. Loans of portfolio securities by a Sub-Manager may not exceed 33-1/3% of the value of a Portfolio Account’s total assets, and, in respect of such transactions, the Portfolio Fund will receive collateral consisting of cash, U.S. Government Securities or irrevocable letters of credit which will be maintained at all times in an amount equal to at least 100% of the current market value of the loaned securities. A Portfolio Fund might experience loss if the institution with which the Portfolio Fund has engaged in a portfolio loan transaction breaches its agreement with the Portfolio Fund.
J. When-Issued and Forward Commitment Securities
Portfolio Managers may purchase securities on a when-issued basis and may purchase or sell securities on a forward commitment basis in order to hedge against anticipated changes in interest rates and prices. These transactions involve a commitment by a Portfolio Fund to purchase or sell securities at a future date (ordinarily one or two months later). The price of the underlying securities, which is generally expressed in terms of yield, is fixed at the time the commitment is made, but delivery and payment for the securities takes place at a later date. No income accrues on securities that have been purchased pursuant to a forward commitment or on a when-issued basis prior to delivery to the Portfolio Fund. When-issued securities and forward commitments may be sold prior to the settlement date. If a Portfolio Fund disposes of the right to acquire a when-issued security prior to its acquisition or disposes of its right to deliver or receive against a forward commitment, it may incur a gain or loss. There is a risk that securities purchased on a when-issued basis may not be delivered and that the purchaser of securities sold by a Portfolio Fund on a forward basis will not honor its purchase obligation. In such cases, a Portfolio Fund may incur a loss.
K. Restricted and Illiquid Investments
Portfolio Funds may invest in restricted securities and other investments which are illiquid. Restricted securities are securities that may not be sold to the public without an effective registration statement under the Securities Act of 1933 or, if they are unregistered, may be sold only in a privately negotiated transaction or pursuant to an exemption from registration. Further, from time to time, certain Portfolio Managers may allocate certain Portfolio Fund assets (which generally are illiquid) to special investment accounts within the particular Portfolio Fund managed by the Portfolio Manager (i.e., “side pockets” or “special investment accounts”). Generally, the Portfolio Funds will not be able to withdraw their interest in such side pockets or special investment accounts until they are disposed of by the Portfolio Manager. The market prices, if any, for illiquid securities tend to be volatile and a Portfolio Fund may not be able to sell them when it desires to do so or to realize what it perceives to be their fair value in the event of a sale. The Fund’s interests in unregistered Portfolio Funds are themselves illiquid and subject to substantial restrictions on transfer. The Fund may liquidate an interest and withdraw from an unregistered Portfolio Fund pursuant to limited withdrawal rights. The illiquidity of these interests may adversely affect the Fund if it is unable to withdraw its investment in a Portfolio Fund promptly after it determines to do so.
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Old Mutual Absolute Return Master Fund, L.L.C.
Notes to Financial Statements (unaudited) (continued)
10. Risk and Uncertainties (continued)
L. Liquidity
The Portfolio Funds provide for periodic redemptions, with lock-up provisions up to two years from the initial investment. The liquidity provisions shown on the Schedule of Investments apply after the lock-up provisions expire.
Certain Portfolio Funds may restrict the ability of investors to redeem their interests in the fund, whether temporarily or during a liquidation of the Portfolio Fund, and may seek to amend their liquidity provisions and impose additional restrictions on investor liquidity. Certain Portfolio Funds may permit withdrawals on a date other than as provided under standard liquidity terms subject to the payment of certain additional fees or charges.
M. Credit Risk
The Fund will be exposed to credit risk on Portfolio Funds with whom they trade and will always bear the risk of settlement on default.
N. Interest Rate Risk
A number of the underlying funds that the Fund invests in may be interest rate sensitive, which means that their value and consequently, the Net Asset Value of the Fund, may fluctuate as interest rates fluctuate.
11. Investment Transactions
For the six months ended September 30, 2010, the Fund made investments in Portfolio Funds in the amount of $5,720,095 and redeemed investments in Portfolio Funds in the amount of $2,960,746.
12. Investments
As of September 30, 2010, the Fund had investments in thirty-five Portfolio Funds, none of which are related parties.
The Fund limits its investment position in any one Portfolio Fund to less than 5% of the Portfolio Fund’s outstanding voting securities, absent an order of the Securities and Exchange Commission (the “SEC”) (or assurances from the SEC staff) under which the Fund’s contribution and withdrawal of capital from a Portfolio Fund in which it holds 5% or more of the outstanding interests will not be subject to various 1940 Act prohibitions on affiliated transactions. The Fund also is not required to adhere to this 5% investment limitation to the extent that it relies on certain SEC rules that provide exemptions from 1940 Act prohibitions on affiliated transactions. However, to facilitate investments in smaller Portfolio Funds deemed attractive by the Adviser, the Fund may purchase non-voting securities of, or waive its right to vote its interests in, Portfolio Funds. Although the Fund may hold non-voting interests, the 1940 Act and the rules and regulations thereunder may nevertheless require the Fund to limit its position in any one Portfolio Fund, if investments in a Portfolio Fund by the Fund will equal or exceed 25% of the Portfolio Fund’s assets, or such lower percentage limit as may be determined by the Fund in consultation with its counsel. These restrictions could change from time to time as applicable laws, rules or interpretations thereof are modified.
20
Old Mutual Absolute Return Master Fund, L.L.C.
Notes to Financial Statements (unaudited) (continued)
12. Investments (continued)
Portfolio Funds’ Investment Strategies:
Directional
Directional strategies derive their primary source of return from directional positions in asset classes. These strategies include global macro funds and commodity trading advisors (“CTA”). Macro strategies generally utilize analysis of macro-economic, geopolitical and financial conditions to establish directional views and seek to capitalize on such views by trading in securities, commodities, interest rates, currencies and other instruments. CTA strategies also look to establish directional views on various financial instruments and geographies but generally do so in a systematic manner.
Equity Strategies
Equity Strategies derive their primary source of return from positions in the equity markets. Stock selection is of primary importance to these strategies. Equity strategies include long-bias, short-bias, variable bias and equity market neutral strategies. Long bias managers will always be net long, short bias managers are expected to maintain a negative net exposure; variable bias managers can adjust net exposure and be either net long, net short or market neutral; equity market neutral managers are expected to maintain a net exposure +/-20%.
Event Driven
Event Driven managers will typically employ strategies that involve investing in companies experiencing significant corporate changes. Mispricings arise from events such as spin-offs, restructurings, stub trades, or other corporate changes that the broad market does not fully comprehend and appropriately value. This strategy also includes activist managers who take controlling stakes in companies and force the “event” internally.
Opportunistic
Opportunistic strategies derive their primary source of return from a broad range of strategies, asset classes and securities, investing opportunistically across the broad spectrum of asset classes. They seek to invest in strategies, asset classes and geographies that they feel exhibit the best risk/reward profile. These managers are expected to dynamically adjust their exposure and positions as market opportunities vary.
Relative Value
Relative Value managers typically seek risk-adjusted absolute returns with volatility and correlation lower than the broad equity markets by allocating assets to Advisors that operate primarily in the global relative value sector. Relative value strategies seek to profit from the mispricing of financial instruments, capturing spreads between related securities that deviate from their fair value or historical norms. Directional and market exposure is generally held to a minimum or completely hedged. Strategies that may be utilized in the relative value sector include convertible arbitrage, equity arbitrage and fixed-income arbitrage. Other strategies may be employed as well.
Protection Strategies
Protection strategies are funds that are included in the portfolio to hedge against sharp downturns in financial markets. This includes funds that should benefit from a sudden increase in market volatility and/or selloffs in equity or credit markets.
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Old Mutual Absolute Return Master Fund, L.L.C.
Notes to Financial Statements (unaudited) (concluded)
13. Subsequent Events
From October 1, 2010 through November 1, 2010, the Fund accepted additional subscriptions in the amount of $212,700.
Effective October 1 and November 1, 2010, the Fund made investments in Portfolio Funds in the amounts of $500,000 and $500,000, respectively.
The Fund’s management has evaluated the need for disclosures and/or adjustments resulting from subsequent events through November 1, 2010, the date the financial statements were available to be issued. Based on this evaluation, no adjustments were required to the financial statements as of September 30, 2010.
22
Old Mutual Absolute Return Master Fund, L.L.C.
Investment Management Agreement Approval
The investment management agreement between Old Mutual Absolute Return Master Fund, L.L.C., a Delaware limited liability company (the “Fund”), and Larch Lane Advisors LLC, a Delaware limited liability company (the “Adviser”) (the “Investment Management Agreement”), may be continued in effect from year to year subject to approval by: (i) the Fund’s Board of Managers (the “Board”); or (ii) the vote of a majority of the outstanding voting securities, as defined by the 1940 Act, of the Fund, provided that, in either event, the continuance must also be approved by a majority of the managers (the “Managers”) who are not “interested persons,” as defined by the 1940 Act, of the Fund (the “Independent Managers”), by vote cast in person at a meeting called for the purpose of voting on such approval. The Fund is a master fund in a master/feeder structure in which its feeder funds (each, a “Feeder” and collectively with the Fund, the “Funds”) invest substantially all of their assets in the Fund.
At a meeting of the Board held on September 27, 2010, all of the Managers, including all of the Independent Managers, approved the continuance of the Investment Management Agreement for an additional year. In considering whether to renew the Investment Management Agreement, the Board reviewed various materials from counsel and from the Adviser which included: (i) information concerning the services rendered to the Funds by the Adviser and the fees paid by the Funds to the Adviser; (ii) information concerning the individuals responsible for the day-to-day management of the Fund’s assets; and (iii) a summary of the legal duties of the Board under the 1940 Act. In particular, the Board considered the following:
(a) The nature, extent and quality of services provided by the Adviser. The Managers reviewed the services that the Adviser provides to the Fund and reviewed various presentations from management in this regard. In connection with the investment advisory services provided to the Fund, the Board discussed, in detail, with representatives of the Adviser the management of the Fund’s investments in accordance with the Fund’s stated investment objective and policies and the types of transactions that are entered into on behalf of the Fund. The Board noted that, in addition to the investment advisory services provided to the Fund under the Investment Management Agreement, the Adviser also provides certain administrative and other services necessary for the operation of the Fund (including oversight of the Fund’s day-to-day operations and Fund accounting services). Based on its review of the information provided at the meeting, and the discussions with the representatives of the Adviser and counsel to the Fund at the meeting, the Board concluded that the Fund was receiving the services required from the Adviser under the Investment Management Agreement and that these services were of reasonably high quality.
(b) Investment performance of the Fund and Adviser. In connection with the evaluation of the services provided by the Adviser, the Board considered the investment performance of the Fund, and compared the performance of the Fund to that of the S&P 500 Index and the HFRI Fund of Funds Index covering periods since the Fund’s inception through June 30, 2010. The Board found the Fund’s overall returns to be satisfactory.
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Old Mutual Absolute Return Master Fund, L.L.C.
Investment Management Agreement Approval (concluded)
(c) Cost of the services provided and profits realized by the Adviser from the relationship with the Funds. The Managers also considered the cost of the services provided by the Adviser. Under the Investment Management Agreement, the Fund does not pay any investment management fee to the Adviser so long as the Adviser serves as the investment adviser to a Feeder. The Board noted that in the event the Adviser ceases to serve as the Adviser to the Feeders, the Fund will be charged the lowest annual rate that had most recently been charged by the Adviser to a Feeder. The Board considered that, under the Feeders’ Investment Management Agreements with the Adviser, the Feeders each pay the Adviser a fee at the annual rate of 1.25% of the Feeder’s average net assets. The Board also considered that the Fund also bears the advisory fees charged by the Portfolio Funds. The Board noted that an expense cap is in place for each of the Feeders and the impact of the cap on the Adviser. The Managers reviewed information comparing the advisory fee rate and total expense ratio of the Feeders to those of comparable registered funds.
The Managers compared both the services rendered and the fees paid under the Investment Management Agreement to those under other advisory contracts of the Adviser and to those under other advisory contracts of other advisers to similar closed-end registered investment companies. In particular, the Board evaluated the Funds’ contractual fee rate for advisory services as compared to the contractual fee rate of other publicly offered closed-end funds that are managed by other investment advisers that invest primarily in unregistered funds. The Board found that the Feeders’ (and, thus, the Fund’s) advisory fee rates were in line with those of other similar registered funds. The Board also found that the Feeders’ (and thus the Fund’s) advisory rates were within the range of fees charged by the Adviser to other accounts with similar investment strategies.
The profitability realized by the Adviser was also considered. The Board relied principally on information relating to the costs and profitability of the Adviser from its relationship with the Funds. After reviewing the information contained in the Profitability Analysis, the Board observed the Adviser’s lack of profitability from its relationship with the Funds. The Managers considered the fact that the Adviser was absorbing a significant portion of the Funds’ expenses as a result of the Feeders’ expense caps.
(d) The extent to which economies of scale would be realized as the Fund grows and whether fee levels would reflect such economies of scale. The Board was cognizant of the fact that economies of scale in costs of providing services may be realized when there is a significant increase in a fund’s assets. The Independent Managers concluded, however, that the Fund had not begun to reach an appropriate size to support fee reductions based on economies of scale realized by the Adviser in providing services to the Funds.
Conclusion. Based on all of the foregoing, and such other matters that were deemed relevant, the Board found the Fund’s (and, thus, each Feeder’s) level of advisory fees to be fair and reasonable in light of the services provided by the Adviser. No single factor was determinative to the decision of the Board. Based on this determination, all of the Managers who were present at the September 27, 2010 meeting, including all of the Independent Managers, approved the continuance of the Investment Management Agreement for an additional year.
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Item 2. Code of Ethics.
Not applicable.
Item 3. Audit Committee Financial Expert.
Not applicable.
Item 4. Principal Accountant Fees and Services.
Not applicable.
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 shareholders filed under Item 1 of this form N-CSRS.
Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.
Not applicable.
Item 8. Portfolio Managers of Closed-End Management Investment Companies.
Not applicable.
Item 9. Purchases of Equity Securities by Closed-End Management Company and Affiliated Purchasers.
Not applicable.
Item 10. Submission of Matters to a Vote of Security Holders.
Not applicable.
Item 11. Controls and Procedures.
(a) The certifying officers, whose certifications are included herewith, have evaluated the registrant’s disclosure controls and procedures within 90 days of the filing date of this report. In their opinion, based on their evaluation, the registrant’s disclosure controls and procedures are adequately designed, and are operating effectively to ensure, that information required to be disclosed by the registrant in the reports it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.
(b) There were no significant changes in the registrant’s internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.
Items 12. Exhibits.
(a)(1) Not applicable.
(a)(2) A separate certification for the principal executive officer and the principal financial officer of the registrant, as required by Rule 30a-2(a) under the Investment Company Act of 1940, as amended (17 CFR 270.30a-2(a)), are filed herewith.
(b) Not applicable.
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.
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(Registrant) | Old Mutual Absolute Return Master Fund, L.L.C. | |
By (Signature and Title)* | /s/ Matthew J. Appelstein | |
| Matthew J. Appelstein | |
| President & Chief Executive Officer | |
Date: December 7, 2010
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
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By (Signature and Title)* | /s/ Matthew J. Appelstein | |
| Matthew J. Appelstein | |
| President & Chief Executive Officer | |
Date: December 7, 2010
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By (Signature and Title)* | /s/ Ross Weissman | |
| Ross Weissman | |
| Treasurer & Chief Financial Officer | |
Date: December 7, 2010
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* | | Print the name and title of each signing officer under his or her signature. |