SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
EXCELSIOR ABSOLUTE RETURN FUND OF FUNDS MASTER FUND, LLC
(Name of Issuer)
EXCELSIOR ABSOLUTE RETURN FUND OF FUNDS MASTER FUND, LLC
(Name of Person(s) Filing Statement)
LIMITED LIABILITY COMPANY INTERESTS
(Title of Class of Securities)
N/A
(CUSIP Number of Class of Securities)
DAVID BAILIN
Excelsior Absolute Return Fund of Funds Master Fund, LLC
225 High Ridge Road
Stamford, CT 06905
(203) 352-4497
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications on Behalf of the Person(s) Filing
Statement)
With a copy to:
Kenneth S. Gerstein, Esq.
Schulte Roth & Zabel LLP
919 Third Avenue
New York, New York 10022
(212) 756-2533
October 13, 2006
(Date Tender Offer First Published,
Sent or Given to Security Holders)
CALCULATION OF FILING FEE
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Transaction Valuation: $60,000,000.00(a) Amount of Filing Fee: $6,420.00 (b)
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(a) Calculated as the aggregate maximum repurchase price for Interests.
(b) Calculated at $107.00 per million of Transaction Valuation.
|_| Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
|_| Amount Previously Paid:
Form or Registration No.:
Filing Party:
Date Filed:
|_| Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
|_| third-party tender offer subject to Rule 14d-1.
|X| issuer tender offer subject to Rule 13e-4.
|_| going-private transaction subject to Rule 13e-3.
|_| amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer:
|_|
ITEM 1. SUMMARY TERM SHEET.
As stated in the offering documents of Excelsior Absolute
Return Fund of Funds Master Fund, LLC (the "Fund"), the Fund is offering to
repurchase limited liability company interests in the Fund ("Interest" or
"Interests" as the context requires) from members of the Fund ("Members") at
their net asset value (that is, the value of the Fund's assets minus its
liabilities, multiplied by the proportionate interest in the Fund a Member
desires to tender). The offer to repurchase Interests (the "Offer") will remain
open until 12:00 midnight, Eastern Time, on November 9, 2006, unless the Offer
is extended. The net asset value of the Interests will be calculated for this
purpose on December 29, 2006 or, if the Offer is extended, on the last business
day of the month in which the Offer expires (the "Valuation Date"). The Fund
reserves the right to adjust the Valuation Date to correspond with any extension
of the Offer. The Fund will review the net asset value calculation of Interests
as of December 29, 2006, during the Fund's audit for its fiscal year ending
March 31, 2007, which the Fund expects will be completed by the end of May
2007. This December 29, 2006 net asset value, as reviewed, will be used to
determine the final amount paid for tendered Interests.
Members may tender their entire Interest, a portion of their Interest
defined as a specific dollar value or the portion of their Interest above the
required minimum capital account balance. If a Member tenders its entire
Interest (or a portion of its Interest) and the Fund accepts that Interest for
repurchase, the Fund will give the Member a non-interest bearing,
non-transferable promissory note (the "Note") entitling the Member to receive an
amount equal to the net asset value of the Interest tendered (valued in
accordance with the Fund's Second Amended and Restated Limited Liability Company
Agreement dated September 26, 2006 (the "LLC Agreement")) determined as of
December 29, 2006 (or if the Offer is extended, the net asset value determined
on the Valuation Date). The Note will be held in a special custody account with
PFPC Trust Company ("PFPC").
If a Member tenders its entire Interest, the Note will entitle the Member
to receive an initial payment in cash and/or marketable securities (valued in
accordance with the LLC Agreement) equal to at least 95% of the unaudited net
asset value of the Interest tendered by the Member that is accepted for
repurchase by the Fund (the "Initial Payment") and will be paid to the Member's
account with United States Trust Company, National Association or an affiliate
bank (collectively, "U.S. Trust"), or wired to the Member's bank account if the
Member does not have a U.S. Trust account, within 30 calendar days after the
Valuation Date or, if the Fund has requested withdrawals of its capital from any
investment funds in order to finance the repurchase of Interests, within ten
business days after the Fund has received at least 95% of the aggregate amount
withdrawn by the Fund from such investment funds.
The Note will also entitle the Member to receive a contingent payment (the
"Contingent Payment") equal to the excess, if any, of (a) the net asset value of
the Interest tendered by the Member and accepted by the Fund for repurchase,
determined as of the Valuation Date, as it may be adjusted based on the next
annual audit of the Fund's March 31, 2007 financial statements, over (b) the
Initial Payment. The Fund will deposit the aggregate amount of the Contingent
Payments in a separate, interest bearing account and will pay any interest
actually earned thereon PRO RATA to the Members whose Interests have been
repurchased. The Contingent Payment (plus any interest earned) will be paid
within ten calendar days after the completion of the Fund's annual audit. The
Contingent Payment will also be deposited into the tendering Member's account at
U.S. Trust, or wired to the Member's bank account if the Member does not have a
U.S. Trust account.
A Member that tenders for repurchase only a portion of such Member's
Interest will receive a Note that will entitle the Member to a payment in cash
and/or marketable securities (valued in accordance with the LLC Agreement) equal
to 100% of the net asset value of the portion of the Interest tendered by the
Member that is accepted for repurchase by the Fund. Payment pursuant to the Note
will be made to the Member's account at U.S. Trust or wired to the Member's bank
account if the Member does not have a U.S. Trust account, within 30 calendar
days after the Valuation Date or, if the Fund has requested withdrawals of its
capital from any investment funds in order to finance the repurchase of
Interests, within ten business days after the Fund has received at least 95% of
the aggregate amount withdrawn by the Fund from such investment funds.
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A Member that tenders for repurchase only a portion of such Member's
Interest must tender a minimum of $25,000 and will be required to maintain a
capital account balance equal to $100,000 or more.
The Fund reserves the right to repurchase less than the amount tendered by
a Member if the repurchase would cause the Member's capital account in the Fund
to have a value less than the required minimum balance or if the total amount
tendered by Members is more than $60 million. If the Fund accepts the tender of
the Member's entire Interest or a portion of such Member's Interest for
repurchase, the Fund will make payment for Interests it repurchases from one or
more of the following sources: cash on hand; withdrawals of capital from
investment funds in which the Fund has invested; proceeds from the sale of
securities and portfolio assets held by the Fund; and/or borrowings (which the
Fund does not currently intend to do).
Following this summary is a formal notice of the Fund's offer to repurchase
the Interests. The Offer remains open to Members until 12:00 midnight, Eastern
Time, November 9, 2006, the expected expiration date of the Offer. Until that
time, Members have the right to change their minds and withdraw the tenders of
their Interests. Members will also have the right to withdraw tenders of their
Interests at any time after December 11, 2006, 40 business days from the
commencement of the Offer, assuming their Interest has not been accepted for
repurchase by the Fund on or before that date.
If a Member would like the Fund to repurchase its Interest or a portion of
its Interest, it should complete, sign and either: (i) mail (via certified mail
return receipt requested) or otherwise deliver a Letter of Transmittal, attached
to this document as Exhibit C, to U.S. Trust Hedge Fund Management, Inc., the
investment adviser of the Fund (the "Adviser"), 225 High Ridge Road, Stamford,
CT 06905, attention Peggy Lynn; or (ii) fax it to U.S. Trust Hedge Fund
Management, Inc. at (203) 352-4456, so that it is received before 12:00
midnight, Eastern Time, on November 9, 2006. If the Member chooses to fax the
Letter of Transmittal, it should mail the original Letter of Transmittal to the
Adviser promptly after it is faxed (although the original does not have to be
received before 12:00 midnight, Eastern Time, on November 9, 2006). Of course,
the value of Interests will change between September 29, 2006 (the last time
prior to the date of the Offer as of which net asset value has been calculated)
and December 29, 2006, the date as of which the value of Interests will be
determined for purposes of calculating the repurchase price for Interests.
Members may obtain the estimated net asset value of their Interests, which the
Fund calculates monthly based on the information the Fund receives from the
managers of the investment funds in which it invests, by contacting the Adviser
at (203) 352-4497 or at the address listed above, Monday through Friday, except
holidays, during normal business hours of 9:00 a.m. to 5:00 p.m. (Eastern Time).
Please note, that just as each Member has the right to withdraw the tender
of an Interest, the Fund has the right to cancel, amend or postpone this Offer
at any time before 12:00 midnight, Eastern Time, on November 9, 2006. Also
realize that although the Offer expires on November 9, 2006, a Member that
tenders all or a portion of its Interest will remain a Member with respect to
the Interest tendered and accepted for repurchase by the Fund through December
29, 2006, when the net asset value of the Member's Interest tendered to the Fund
for repurchase is calculated.
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ITEM 2. ISSUER INFORMATION.
(a) The name of the issuer is Excelsior Absolute Return Fund of Funds
Master Fund, LLC. The Fund is registered under the Investment Company Act of
1940, as amended (the "1940 Act"), as a closed-end, non-diversified, management
investment company. It is organized as a Delaware limited liability company. The
principal executive office of the Fund is located at 225 High Ridge Road,
Stamford, CT 06905 and the telephone number is (203) 352-4497.
(b) The title of the securities that are the subject of the Offer is
limited liability company interests or portions thereof in the Fund. (As used
herein, the term "Interest" or "Interests," as the context requires, refers to
the limited liability company interests in the Fund and portions thereof that
constitute the class of security that is the subject of this Offer or the
limited liability company interests in the Fund or portions thereof that are
tendered by Members pursuant to the Offer.) As of the close of business on
August 31, 2006, there was approximately $268,255,724 outstanding in capital of
the Fund, represented by Interests. Subject to the conditions set forth in the
Offer, the Fund will repurchase up to $60 million of Interests that are tendered
and not withdrawn as described in ITEM 1, subject to any extension of the Offer.
(c) Interests are not traded in any market, and any transfer thereof is
strictly limited by the terms of the LLC Agreement.
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON.
(a) The name of the filing person is Excelsior Absolute Return Fund of
Funds Master Fund, LLC. The Fund's principal executive office is located at 225
High Ridge Road, Stamford, CT 06905 and the telephone number is (203) 352-4497.
The investment adviser of the Fund is U.S. Trust Hedge Fund Management, Inc. The
principal executive office of U.S. Trust Hedge Fund Management, Inc. is located
at 225 High Ridge Road, Stamford, CT 06905, and its telephone number is (203)
352-4497. The Fund's managers ("Manager(s)" or "Board of Managers" as the
context requires) are David Bailin, Virginia Breen, Jonathan B. Bulkeley and
Thomas F. McDevitt. The Managers' address is c/o Excelsior Absolute Return Fund
of Funds Master Fund, LLC, 225 High Ridge Road, Stamford, CT 06905.
ITEM 4. TERMS OF THIS TENDER OFFER.
(a) (1) (i) Subject to the conditions set forth in the Offer, the Fund will
repurchase up to $60 million of Interests that are tendered by Members and not
withdrawn as described in ITEM 1. The initial expiration date of the Offer is
12:00 midnight, Eastern Time, on November 9, 2006, (such time and date, the
"Initial Expiration Date"), subject to any extension of the Offer. The later of
the Initial Expiration Date or the latest time and date to which the Offer is
extended is called the "Expiration Date."
(ii) The repurchase price of Interests tendered to the Fund for
repurchase will be their net asset value, determined as of the Valuation Date
or, if the Offer is extended, on the last business day of the month in which the
Offer expires.
Members may tender their entire Interest, a portion of their Interest
defined as a specific dollar value or the portion of their Interest above the
required minimum capital account balance. Each Member that tenders its entire
Interest or a portion thereof that is
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accepted for repurchase will be given a Note within ten calendar days of the
acceptance of the Member's Interest for repurchase. The Note will be held for
the Members in a special custody account with PFPC. The Note will entitle the
Member to be paid an amount equal to the value, determined as of the Valuation
Date, of the Interest or portion thereof being repurchased (subject to
adjustment upon completion of the next annual audit of the Fund's financial
statements). This amount will be the value of the Member's capital account (or
the portion thereof being repurchased) determined as of the Valuation Date and
will be based on the net asset value of the Fund's assets determined as of that
date, after giving effect to all allocations to be made as of that date.
If a Member tenders its entire Interest, the Note will entitle the Member
to receive an Initial Payment. Payment of this amount will be made within 30
calendar days after the Valuation Date or, if the Fund has requested withdrawals
of its capital from any investment funds in order to finance the repurchase of
Interests, within ten business days after the Fund has received at least 95% of
the aggregate amount withdrawn by the Fund from such investment funds. The Note
will also entitle a Member to receive a Contingent Payment equal to the excess,
if any, of (a) the net asset value of the Interest tendered by the Member and
accepted by the Fund for repurchase as of the Valuation Date, as it may be
adjusted based on the annual audit of the Fund's March 31, 2007 financial
statements, over (b) the Initial Payment. The Fund will deposit the aggregate
amount of the Contingent Payments in a separate, interest bearing account and
will pay any interest actually earned thereon PRO RATA to the Members whose
Interests have been repurchased. The Contingent Payment (plus any interest
earned) will be payable within ten calendar days after the completion of the
Fund's next annual audit. It is anticipated that the annual audit of the Fund's
financial statements will be completed within 60 days after March 31, 2007, the
fiscal year end of the Fund.
A Member that tenders for repurchase only a portion of such Member's
Interest will receive a Note that will entitle the Member to a payment in cash
and/or marketable securities (valued in accordance with the LLC Agreement) equal
to 100% of the net asset value of the portion of the Interest tendered by the
Member that is accepted for repurchase by the Fund. Payment pursuant to the Note
will be made within 30 calendar days after the Valuation Date or, if the Fund
has requested withdrawals of its capital from any investment funds in order to
finance the repurchase of Interests, within ten business days after the Fund has
received at least 95% of the aggregate amount withdrawn by the Fund from such
investment funds.
Although the Fund has retained the option to pay all or a portion of the
repurchase price for Interests by distributing marketable securities, the
repurchase price will be paid entirely in cash except in the unlikely event that
the Board of Managers determines that the distribution of securities is
necessary to avoid or mitigate any adverse effect of the Offer on the remaining
Members. In such event, the Fund would make such payment on a pro rata basis so
that each Member would receive the same type of consideration.
A Member that tenders only a portion of such Member's Interest for
repurchase must tender a minimum of $25,000 and will be required to maintain a
capital account balance equal to $100,000 or more.
A copy of: (a) the Cover Letter to the Offer and Letter of Transmittal; (b)
the Offer; (c) a form of Letter of Transmittal; (d) a form of Notice of
Withdrawal of Tender; and (e) forms of Letters to Members from the Fund that
will be sent in connection with
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the Fund's acceptance of tenders of Interest for repurchase are attached hereto
as Exhibits A, B, C, D and E, respectively.
(iii) The scheduled expiration date of the Offer is 12:00 midnight,
Eastern Time, November 9, 2006.
(iv) Not applicable.
(v) The Fund reserves the right, at any time and from time to time, to
extend the period of time during which the Offer is pending by notifying Members
of such extension. If the Fund elects to extend the tender period, for the
purpose of determining the repurchase price for tendered Interests, the
estimated net asset value of such Interests will be determined at the close of
business on the last business day of the month after the month in which the
Offer actually expires. During any such extension, all Interests previously
tendered and not withdrawn will remain subject to the Offer. The Fund also
reserves the right, at any time and from time to time, up to and including the
Expiration Date, to: (a) cancel the Offer in the circumstances set forth in
Section 7 of the Offer and in the event of such cancellation, not to repurchase
or pay for any Interests tendered pursuant to the Offer; (b) amend the Offer; or
(c) postpone the acceptance of Interests for repurchase. If the Fund determines
to amend the Offer or to postpone the acceptance of Interests tendered, it will,
to the extent necessary, extend the period of time during which the Offer is
open as provided above and will promptly notify Members.
(vi) A tender of an Interest may be withdrawn at any time before 12:00
midnight, Eastern Time, November 9, 2006 and, if the Fund has not accepted such
Interest for repurchase, at any time after December 11, 2006, 40 business days
from the commencement of the Offer.
(vii) Members wishing to tender an Interest pursuant to the Offer
should mail or fax a completed and executed Letter of Transmittal to the
Adviser, to the attention of Peggy Lynn, at the address set forth on page 2 of
the Offer, or fax a completed and executed Letter of Transmittal to the Adviser,
also to the attention of Peggy Lynn, at the fax number set forth on page 2 of
the Offer. The completed and executed Letter of Transmittal must be received by
the Adviser, either by mail or by fax, no later than the Expiration Date. The
Fund recommends that all documents be submitted to the Adviser by certified
mail, return receipt requested, or by facsimile transmission. A Member choosing
to fax a Letter of Transmittal to the Adviser must also send or deliver the
original completed and executed Letter of Transmittal to the Adviser promptly
thereafter.
Any Member tendering an Interest pursuant to the Offer may withdraw its
tender as described above in ITEM 4(vi). To be effective, any notice of
withdrawal must be timely received by the Adviser at the address or fax number
set forth on page 2 of the Offer. A form to use to give notice of withdrawal of
a tender is available by calling the Adviser at the telephone number indicated
on page 2 of the Offer. A tender of an Interest properly withdrawn shall not
thereafter be deemed to be tendered for purposes of the Offer. However,
subsequent to the withdrawal of a tendered Interest, the Interest may be
tendered again prior to the Expiration Date by following the procedures
described above.
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(viii) For purposes of the Offer, the Fund will be deemed to have
accepted (and thereby repurchased) Interests that are tendered when it gives
written notice to the tendering Member of its election to repurchase such
Member's Interest.
(ix) If more than $60 million of Interests are duly tendered to the
Fund prior to the Expiration Date and not withdrawn, the Fund will in its sole
discretion: (a) accept additional Interests in accordance with Rule
13e-4(f)(1)(ii) under the Securities Exchange Act of 1934, as amended; (b)
extend the Offer, if necessary, and increase the amount of Interests that the
Fund is offering to repurchase to an amount it believes sufficient to
accommodate the excess Interests tendered as well as any Interests tendered
during the extended Offer; or (c) accept Interests tendered on or before the
Expiration Date for payment on a PRO RATA basis based on the aggregate net asset
value of tendered Interests. The Offer may be extended, amended or canceled in
various other circumstances described in (v) above.
(x) The repurchase of Interests pursuant to
the Offer will have the effect of increasing the proportionate interest in the
Fund of Members that do not tender Interests. Members that retain their
Interests may be subject to increased risks that may possibly result from the
reduction in the Fund's aggregate assets resulting from payment for the
Interests tendered. These risks include the potential for greater volatility due
to decreased diversification. However, the Fund believes that this result is
unlikely given the nature of the Fund's investment program. A reduction in the
aggregate assets of the Fund may result in Members that do not tender Interests
bearing higher costs to the extent that certain expenses borne by the Fund are
relatively fixed and may not decrease if assets decline. These effects may be
reduced to the extent that additional subscriptions for Interests are made by
new and existing Members subsequent to the date of this Offer and thereafter
from time to time.
(xi) Not applicable.
(xii) The following discussion is a general summary of the federal
income tax consequences of the repurchase of Interests by the Fund from Members
pursuant to the Offer. Members should consult their own tax advisors for a
complete description of the tax consequences to them of a repurchase of their
Interests by the Fund pursuant to the Offer.
In general, a Member from which an Interest is repurchased by the Fund will
be treated as receiving a distribution from the Fund and will generally reduce
(but not below zero) its adjusted tax basis in its Interest by the amount of
cash and the fair market value of property distributed to such Member. Such
Member generally will not recognize income or gain as a result of the
repurchase, except to the extent (if any) that the amount of consideration
received by the Member exceeds such Member's then adjusted tax basis in such
Member's Interest. A Member's basis in such Member's Interest will be adjusted
for income, gain or loss allocated (for tax purposes) to such Member for periods
prior to the repurchase of such Interest. Cash distributed to a Member in excess
of the adjusted tax basis of such Member's Interest is taxable as a capital gain
or ordinary income, depending on the circumstances. A Member that has its entire
Interest repurchased by the Fund for cash may generally recognize a loss, but
only to the extent that the amount of consideration received from the Fund is
less than the Member's then adjusted tax basis in such Member's Interest.
(a) (2) Not applicable.
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(b) Not applicable.
ITEM 5. PAST CONTRACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS WITH RESPECT
TO THE ISSUER'S SECURITIES.
The Fund's LLC Agreement, which was provided to each Member in advance of
subscribing for Interests, provide that the Fund's Board of Managers has the
discretion to determine whether the Fund will repurchase Interests from Members
from time to time pursuant to written tenders. The Adviser expects that it will
recommend to the Board of Managers that the Fund repurchase Interests from
Members twice each year, effective as of the last business day in June and
December, in accordance with the offering materials of such Members. The Fund
previously offered to repurchase Interests from Members pursuant to written
tender offers effective as of December 31, 2004, June 30, 2005, December 30,
2005 and June 30, 2006. The Fund is not aware of any contract, arrangement,
understanding or relationship relating, directly or indirectly, to this Offer
(whether or not legally enforceable) between: (i) the Fund and the Adviser or
any Manager of the Fund or any person controlling the Fund or controlling the
Adviser or any Manager of the Fund; and (ii) any person, with respect to
Interests. However, the LLC Agreement provides that the Fund shall be dissolved
if the Interest of any Member that has submitted a written request, in
accordance with the terms of the LLC Agreement, to tender its entire Interest
for repurchase by the Fund has not been repurchased within a period of two years
of the request.
ITEM 6. PURPOSES OF THIS TENDER OFFER AND PLANS OR PROPOSALS OF THE ISSUER OR
AFFILIATE.
(a) The purpose of the Offer is to provide liquidity to Members that hold
Interests as contemplated by and in accordance with the procedures set forth in
the LLC Agreement.
(b) Interests that are tendered to the Fund in connection with the Offer
will be retired, although the Fund may issue Interests from time to time in
transactions not involving any public offering, conducted pursuant to Rule 506
of Regulation D under the Securities Act of 1933, as amended. The Fund currently
expects that it will continue to accept subscriptions for Interests as of the
first day of each calendar quarter, but is under no obligation to do so.
(c) Neither the Fund nor the Adviser nor the Board of Managers have any
plans or proposals that relate to or would result in: (1) the acquisition by any
person of additional Interests (other than the Fund's intention to accept
subscriptions for Interests on the first day of each calendar quarter and from
time to time in the discretion of the Fund) or the disposition of Interests; (2)
an extraordinary transaction, such as a merger, reorganization or liquidation,
involving the Fund; (3) any material change in the present distribution policy
or indebtedness or capitalization of the Fund; (4) any change in the identity of
the Adviser or the members of the Board of Managers, or in the management of the
Fund including, but not limited to, any plans or proposals to change the number
or the term of the members of the Board of Managers, to fill any existing
vacancy on the Board of Managers or to change any material term of the
investment advisory arrangements with the Adviser; (5) a sale or transfer of a
material amount of assets of the Fund (other than as the Board of Managers
determines may be necessary or appropriate to finance all or a portion of the
repurchase price for Interests to be acquired pursuant to the Offer or in
connection with the ordinary portfolio transactions of the Fund); (6) any other
material change in the Fund's structure or business, including any plans or
proposals to make any changes in its
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fundamental investment policies, as amended, for which a vote would be required
by Section 13 of the 1940 Act; or (7) any changes in the LLC Agreement or other
actions that might impede the acquisition of control of the Fund by any person.
Because Interests are not traded in any market, Sections (6), (7) and (8) of
Regulation M-A ss.229.1006(c) are not applicable to the Fund.
ITEM 7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a) The Fund expects that the repurchase price for Interests acquired
pursuant to the Offer, which will not exceed $60 million (unless the Fund elects
to repurchase a greater amount), will be derived from one or more of the
following sources: (i) cash on hand; (ii) the proceeds from the sale of and/or
delivery of securities and portfolio assets held by the Fund; and (iii) possibly
borrowings, as described in paragraph (b) below. The Fund will segregate, with
its custodian, cash or U.S. government securities or other liquid securities
equal to the value of the amount estimated to be paid under any Notes as
described above.
(b) Neither the Fund nor the Adviser nor the Board of Managers have
determined at this time to borrow funds to repurchase Interests tendered in
connection with the Offer. However, depending on the dollar amount of Interests
tendered and prevailing general economic and market conditions, the Fund, in its
sole discretion, may decide to seek to borrow money to finance all or a portion
of the repurchase price for Interests, subject to compliance with applicable
law. If the Fund finances any portion of the repurchase price in that manner, it
will deposit assets in a special custody account with its custodian, to serve as
collateral for any amounts so borrowed, and if the Fund were to fail to repay
any such amounts, the lender would be entitled to satisfy the Fund's obligations
from the collateral deposited in the special custody account. The Fund expects
that the repayment of any amounts borrowed will be made from additional funds
contributed to the Fund by existing and/or new Members, withdrawal of its
capital from the investment funds in which it has invested, or from proceeds of
the sale of securities and portfolio assets held by the Fund.
(c) Not applicable.
ITEM 8. INTEREST IN SECURITIES OF THE ISSUER.
(a) Based on August 31, 2006 estimated values, there are no persons holding
interests that may be deemed to control the Fund, may control a person that
controls the Fund and/or may be controlled by a person controlling the Fund.
(b) There have been no transactions involving Interests that were effected
during the past 60 days by the Fund, the Adviser, any Manager or any person
controlling the Fund or the Adviser.
ITEM 9. PERSONS/ASSETS RETAINED, EMPLOYED, COMPENSATED OR USED.
No persons have been employed, retained or are to be compensated by the
Fund to make solicitations or recommendations in connection with the Offer.
ITEM 10. FINANCIAL STATEMENTS.
(a) (1) Reference is made to the following financial statements of the
Fund, which the Fund has prepared and furnished to Members pursuant to Rule
30e-1 under the 1940 Act
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and filed with the Securities and Exchange Commission pursuant to Rule 30b2-1
under the 1940 Act, and which are incorporated by reference in their entirety
for the purpose of filing this Schedule TO:
Audited financial statements for the fiscal year ended March 31, 2005,
previously filed on EDGAR on Form N-CSR on June 8, 2005.
Audited financial statements for the fiscal year ended March 31, 2006,
previously filed on EDGAR on Form N-CSR on June 8, 2006.
(2) The Fund is not required to and does not file quarterly unaudited
financial statements under the Securities Exchange Act of 1934, as amended. The
Fund does not have shares, and consequently does not have earnings per share
information.
(3) Not applicable.
(4) The Fund does not have shares, and consequently does not have book
value per share information.
(b) The Fund's assets will be reduced by the amount of the tendered
Interests that are repurchased by the Fund. Thus, income relative to assets may
be affected by the Offer. The Fund does not have shares and consequently does
not have earnings or book value per share information.
ITEM 11. ADDITIONAL INFORMATION.
(a) (1) None.
(2) None.
(3) Not applicable.
(4) Not applicable.
(5) None.
(b) None.
ITEM 12. EXHIBITS.
Reference is hereby made to the following exhibits which collectively
constitute the Offer to Members and are incorporated herein by reference:
A. Cover Letter to the Offer and Letter of Transmittal.
B. The Offer.
C. Form of Letter of Transmittal.
D. Form of Notice of Withdrawal of Tender.
-10-
E. Forms of Letters from the Fund to Members in connection with the
Fund's acceptance of tenders of Interests.
-11-
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
EXCELSIOR ABSOLUTE RETURN
FUND OF FUNDS MASTER FUND, LLC
By: /s/David Bailin
-------------------------------
Name: David Bailin
Title: President and Manager
October 13, 2006
-12-
EXHIBIT INDEX
EXHIBIT
A Cover Letter to the Offer and Letter of Transmittal.
B The Offer.
C Form of Letter of Transmittal.
D Form of Notice of Withdrawal of Tender.
E Forms of Letters from the Fund to Members in connection with the Fund's
acceptance of tenders of Interests.
-13-
EXHIBIT A
Cover Letter to the Offer and Letter of Transmittal
[Excelsior Absolute Return Fund of Funds Master Fund, LLC Letterhead]
IF YOU DO NOT WANT TO SELL YOUR
LIMITED LIABILITY COMPANY
INTERESTS AT THIS TIME, PLEASE
DISREGARD THIS NOTICE.
THIS IS SOLELY A NOTIFICATION OF THE FUND'S OFFER.
October 13, 2006
Dear Member:
We are writing to inform you of important dates relating to an offer by
Excelsior Absolute Return Fund of Funds Master Fund, LLC (the "Fund") to
repurchase limited liability company interests in the Fund ("Interest" or
"Interests" as the context requires) from investors (the "Offer").
The Offer period will begin at 12:01 a.m., Eastern Time, on October 13,
2006. The purpose of the Offer is to provide liquidity to members of the Fund
holding Interests. Interests may be presented to the Fund for repurchase only by
tendering them during one of the Fund's announced tender offers.
NO ACTION IS REQUIRED IF YOU DO NOT WISH TO SELL ANY PORTION OF YOUR
INTEREST AT THIS TIME. IF YOU DO NOT WISH TO SELL YOUR INTERESTS, SIMPLY
DISREGARD THIS NOTICE.
Should you wish to tender your Interest or a portion of your Interest for
repurchase by the Fund during this Offer period, please complete and return the
enclosed Letter of Transmittal in the enclosed postage-paid envelope or by fax
(if by fax, please deliver an original, executed copy promptly thereafter). All
tenders of Interests must be received by the Fund's adviser, U.S. Trust Hedge
Fund Management, Inc., in good order by November 9, 2006. Please note that the
enclosed postage-paid envelope is provided for convenience, neither the Fund nor
its adviser can guarantee that the package will be received by November 9, 2006.
If you are concerned about the timely delivery of this Letter of Transmittal,
you are encouraged to fax the Letter of Transmittal (by November 9, 2006) prior
to mailing it.
If you have any questions, please refer to the attached Offer document,
which contains additional important information about the tender offer, or call
Peggy Lynn at (203) 352-4497.
Sincerely,
Excelsior Absolute Return Fund of Funds Master Fund, LLC
A-1
EXHIBIT B
The Offer
EXCELSIOR ABSOLUTE RETURN FUND OF FUNDS MASTER FUND, LLC
225 High Ridge Road
Stamford, CT 06905
OFFER TO REPURCHASE UP TO $60 MILLION OF OUTSTANDING
INTERESTS AT NET ASSET VALUE
DATED OCTOBER 13, 2006
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT
12:00 MIDNIGHT, EASTERN TIME, ON NOVEMBER 9, 2006,
UNLESS THE OFFER IS EXTENDED
Dear Member:
Excelsior Absolute Return Fund of Funds Master Fund, LLC, a closed-end,
non-diversified, management investment company organized as a Delaware limited
liability company (the "Fund"), is offering to repurchase for cash on the terms
and conditions set forth in this offer to repurchase and the related Letter of
Transmittal (which together constitute the "Offer") up to $60 million of
interests in the Fund or portions thereof pursuant to tenders by members of the
Fund ("Members") at a price equal to their net asset value, determined as of
December 29, 2006, if the Offer expires on November 9, 2006. If the Fund elects
to extend the tender offer period, for the purpose of determining the repurchase
price for tendered interests, the net asset value of such interests will be
determined at the close of business on the last business day of the month in
which the Offer actually expires. (As used in this Offer, the term "Interest" or
"Interests," as the context requires, shall refer to the interests in the Fund
and portions thereof representing beneficial interests in the Fund.) This Offer,
which is being made to all Members is conditioned on a minimum of $25,000 in
Interests being tendered by a Member tendering only a portion of an Interest for
repurchase, and is subject to certain other conditions described below.
Interests are not traded on any established trading market and are subject to
strict restrictions on transferability pursuant to the Fund's Second Amended and
Restated Limited Liability Company Agreement dated as of September 26, 2006 (the
"LLC Agreement").
Members should realize that the value of the Interests tendered in this
Offer will likely change between September 29, 2006 (the last time net asset
value was calculated) and December 29, 2006, when the value of Interests
tendered to the Fund for repurchase will be determined for purposes of
calculating the repurchase price of such Interests. Members tendering all or a
portion of their Interests should also note that they will remain Members, with
respect to the Interests tendered and accepted for repurchase by the Fund
through December 29, 2006, the valuation date of the Offer when the net asset
value of their Interest is calculated. Any tendering Members that wish to obtain
the estimated net asset value of their Interests should contact U.S. Trust Hedge
Fund Management, Inc., at the telephone number or address set forth below,
Monday through Friday, except holidays, during normal business hours of 9:00
a.m. to 5:00 p.m. (Eastern Time).
B-1
Members desiring to tender all or any portion of their Interests for
repurchase in accordance with the terms of the Offer should complete and sign
the attached Letter of Transmittal and mail or fax it to the Fund in the manner
set forth in Section 4 below.
IMPORTANT
Neither the Fund, nor its investment adviser nor its Board of Managers make
any recommendation to any Member as to whether to tender or refrain from
tendering Interests. Members must make their own decisions whether to tender
Interests, and, if they choose to do so, the portion of their Interests to
tender.
Because each Member's investment decision is a personal one, based on their
own financial circumstances, no person has been authorized to make any
recommendation on behalf of the Fund as to whether Members should tender
Interests pursuant to the Offer. No person has been authorized to give any
information or to make any representations in connection with the Offer other
than those contained herein or in the Letter of Transmittal. If given or made,
such recommendation and such information and representations must not be relied
on as having been authorized by the Fund.
This transaction has neither been approved nor disapproved by the
Securities and Exchange Commission (the "SEC"). Neither the SEC nor any state
securities commission have passed on the fairness or merits of this transaction
or on the accuracy or adequacy of the information contained in this document.
Any representation to the contrary is unlawful.
Questions, requests for assistance and requests for additional copies of
the Offer may be directed to the Adviser:
U.S. Trust Hedge Fund Management, Inc.
225 High Ridge Road
Stamford, CT 06905
Attn: Peggy Lynn
Phone: (203) 352-4497
Fax: (203) 352-4456
B-2
TABLE OF CONTENTS
1. Background and Purpose of the Offer.......................................6
2. Offer to Purchase and Price...............................................7
3. Amount of Tender..........................................................7
4. Procedure for Tenders.....................................................8
5. Withdrawal Rights.........................................................9
6. Purchases and Payment.....................................................9
7. Certain Conditions of the Offer..........................................11
8. Certain Information About the Fund.......................................11
9. Certain Federal Income Tax Consequences..................................12
10. Miscellaneous...........................................................13
11. Financial Information...................................................13
B-3
SUMMARY TERM SHEET
o As stated in the offering documents of Excelsior Absolute Return Fund of
Funds Master Fund, LLC (hereinafter "we" or the "Fund"), we will repurchase
your limited liability company interests in the Fund ("Interest" or
"Interests" as the context requires) at their net asset value (that is, the
value of the Fund's assets minus its liabilities, multiplied by the
proportionate interest in the Fund you desire to redeem). This offer (the
"Offer") will remain open until 12:00 midnight, Eastern Time, on November
9, 2006 (such time and date being hereinafter called the "Initial
Expiration Date"), or such later date as corresponds to any extension of
the Offer. The later of the Initial Expiration Date or the latest time and
date to which the Offer is extended is called the "Expiration Date." The
net asset value will be calculated for this purpose on December 29, 2006
or, if the Offer is extended, on the last business day of the month in
which the Offer actually expires (the "Valuation Date").
o The Fund reserves the right to adjust the Valuation Date to correspond with
any extension of the Offer. The Fund will review the net asset value
calculation of Interests as of December 29, 2006 during the Fund's audit
for its fiscal year ending March 31, 2007, which the Fund expects will be
completed by the end of May 2007. This December 29, 2006 net asset value,
as reviewed, will be used to determine the final amount paid for tendered
Interests.
o You may tender your entire Interest, a portion of your Interest defined as
a specific dollar value or the portion of your Interest above the minimum
required capital account balance. If you tender your entire Interest (or a
portion of your Interest) and we accept that Interest for repurchase, we
will give you a non-interest bearing, non-transferable promissory note (the
"Note") that will be held for you in a special custody account with PFPC
Trust Company ("PFPC") and will entitle you to an amount equal to the net
asset value of the Interest tendered (valued in accordance with the Fund's
Second Amended and Restated Liability Company Agreement dated September 26,
2006 (the "LLC Agreement")), determined as of December 29, 2006 (or if the
Offer is extended, the net asset value determined on the Valuation Date).
o If you tender your entire Interest, the Note will entitle you to an initial
payment in cash and/or marketable securities (valued in accordance with the
LLC Agreement) equal to at least 95% of the unaudited net asset value of
the Interest (the "Initial Payment") which will be paid to your account
with United States Trust Company, National Association or an affiliate bank
(collectively, "U.S. Trust") or wired to your bank account if you do not
have a U.S. Trust account, within 30 calendar days after the Valuation Date
or, if we have requested withdrawals of capital from any investment funds
in order to finance the repurchase of Interests, ten business days after we
have received at least 95% of the total amount withdrawn from such
investment funds.
B-4
o The Note will also entitle you to a contingent payment (the "Contingent
Payment") equal to the excess, if any, of (a) the net asset value of the
Interest tendered as of the Valuation Date (as it may be adjusted based
upon the next annual audit of the Fund's financial statements) over (b) the
Initial Payment. The Fund will deposit the aggregate amount of the
Contingent Payments in a separate, interest bearing account and will pay
any interest actually earned thereon PRO RATA to the Members whose
Interests have been repurchased. The Contingent Payment (plus any interest
earned) will be paid within ten calendar days after the completion of the
Fund's next annual audit. The Contingent Payment will also be paid to your
U.S. Trust account or wired to your bank account if you do not have a U.S.
Trust account.
o If you tender only a portion of your Interest, the Note will entitle you to
a payment in cash and/or marketable securities (valued in accordance with
the LLC Agreement) equal to 100% of the unaudited net asset value of the
portion of the Interest and will be paid to your account with U.S. Trust or
wired to your bank account if you do not have a U.S. Trust account, within
30 calendar days after the Valuation Date or, if we have requested
withdrawals of capital from any investment funds in order to fund the
repurchase of Interests, within ten business days after we have received at
least 95% of the total amount withdrawn from such investment funds.
o If you tender only a portion of your Interest, you are required to tender a
minimum of $25,000 and you must maintain a capital account balance of
$100,000 or more. We reserve the right to repurchase less than the amount
you tender if the repurchase would cause your capital account to have less
than the required minimum balance or if the total amount tendered by
members of the Fund ("Members") is more than $60 million.
o If we accept the tender of your entire Interest or a portion of your
Interest, we will pay the proceeds from: cash on hand; withdrawals of
capital from the investment funds in which we have invested; the proceeds
from the sale of securities and portfolio assets held by the Fund; and/or
borrowings (which we do not currently intend to do).
o Following this summary is a formal notice of our offer to repurchase your
Interest. This Offer remains open to you until 12:00 midnight, Eastern
Time, on November 9, 2006, the expected expiration date of the Offer. Until
that time, you have the right to change your mind and withdraw any tender
of your Interest. You will also have the right to withdraw the tender of
your Interest at any time after December 11, 2006, 40 business days from
the commencement of the Offer, assuming your Interest has not yet been
accepted for repurchase by the Fund on or before that date.
o If you would like us to repurchase your Interest or a portion of your
Interest, you should (i) mail the Letter of Transmittal (enclosed with the
Offer), to our investment adviser, U.S. Trust Hedge Fund Management, Inc.
(the "Adviser"),
B-5
225 High Ridge Road, Stamford, CT 06905, attention Peggy Lynn, or (ii) fax
it to the Adviser at (203) 352-4456, so that it is received before 12:00
midnight, Eastern Time, on November 9, 2006. If you choose to fax the
Letter of Transmittal, you should mail the original Letter of Transmittal
to the Adviser promptly after you fax it (although the original does not
have to be received before 12:00 midnight, Eastern Time, on November 9,
2006). Of course, the value of your Interests will change between September
29, 2006 (the last time net asset value was calculated) and December 29,
2006, when the value of your Interest will be determined for purposes of
calculating the repurchase price to be paid by us for your Interest.
o If you would like to obtain the estimated net asset value of your Interest,
which we calculate monthly, based upon the information we receive from the
managers of the investment funds in which we invest, you may contact the
Adviser at (203) 352-4497 or at the address set forth on page 2, Monday
through Friday, except holidays, during normal business hours of 9:00 a.m.
to 5:00 p.m. (Eastern Time).
o Please note that, just as you have the right to withdraw the tender of your
Interest, we have the right to cancel, amend or postpone this Offer at any
time before 12:00 midnight, Eastern Time, on November 9, 2006. Also realize
that although the Offer expires on November 9, 2006, you will remain a
Member with respect to the Interest (or portion of the Interest) you
tendered that is accepted for repurchase by the Fund through December 29,
2006, when the net asset value of your Interest is calculated.
1. BACKGROUND AND PURPOSE OF THE OFFER. The purpose of the Offer is to
provide liquidity to Members that hold Interests, as contemplated by and in
accordance with the procedures set forth in the Fund's LLC Agreement. The LLC
Agreement, which was provided to each Member in advance of subscribing for
Interests, provide that the board of managers of the Fund (each a "Manager," and
collectively, the "Board of Managers") has the discretion to determine whether
the Fund will repurchase Interests from Members from time to time pursuant to
written tenders. The Adviser expects that it will recommend to the Board of
Managers that the Fund offer to repurchase Interests from Members twice each
year, effective as of the last business day of June and December, in accordance
with the offering materials of such Members. The Fund previously offered to
repurchase Interests from Members pursuant to written tenders effective as of
December 31, 2004, June 30, 2005, December 30, 2005 and June 30, 2006. Because
there is no secondary trading market for Interests and transfers of Interests
are prohibited without prior approval of the Fund, the Board of Managers has
determined, after consideration of various matters, that the Offer is in the
best interests of Members in order to provide liquidity for Interests as
contemplated in the LLC Agreement. Such matters include, but are not limited to,
the following: whether any Members have requested the Fund to repurchase their
Interests or portions thereof; the liquidity of the Fund's assets; the
investment plans and working capital requirements of the Fund; the relative
economies of scale with respect to the size of the Fund; the history of the Fund
in repurchasing Interests; the economic condition of the securities markets; and
the anticipated tax consequences of any proposed repurchases of Interests or
portions thereof.
B-6
The Board of Managers intends to consider the continued desirability of the
Fund making an offer to repurchase Interests from time to time in the future,
but the Fund is not required to make any such offer.
The repurchase of Interests pursuant to the Offer will have the effect of
increasing the proportionate interest in the Fund of Members that do not tender
Interests. Members that retain their Interests may be subject to increased risks
due to the reduction in the Fund's aggregate assets resulting from payment for
the Interests tendered. These risks include the potential for greater volatility
due to decreased diversification. However, the Fund believes that this result is
unlikely given the nature of the Fund's investment program. A reduction in the
aggregate assets of the Fund may result in Members that do not tender Interests
bearing higher costs to the extent that certain expenses borne by the Fund are
relatively fixed and may not decrease if assets decline. These effects may be
reduced to the extent that additional subscriptions for Interests are made by
new and existing Members subsequent to the date of this Offer and thereafter
from time to time.
Interests that are tendered to the Fund in connection with this Offer will
be retired, although the Fund may issue new Interests from time to time in
transactions not involving any public offering conducted pursuant to Rule 506 of
Regulation D under the Securities Act of 1933, as amended. The Fund currently
expects that it will continue to accept subscriptions for Interests as of the
first day of each calendar quarter, but is under no obligation to do so.
2. OFFER TO REPURCHASE AND PRICE. The Fund will, on the terms and subject
to the conditions of the Offer, repurchase up to $60 million of those
outstanding Interests that are properly tendered by Members and not withdrawn
(in accordance with Section 5 below) prior to the Expiration Date. The Fund
reserves the right to extend, amend or cancel the Offer as described in Sections
3 and 7 below. The repurchase price of an Interest tendered will be its net
asset value on December 29, 2006 or, if the Offer is extended, on the Valuation
Date, payable as set forth in Section 6. The Fund reserves the right to adjust
the Valuation Date to correspond with any extension of the Offer. As of the
close of business on August 31, 2006, there was approximately $268,255,724
outstanding in capital of the Fund held in Interests (based on the unaudited net
asset value of the Fund on that date). Members may obtain monthly estimated net
asset value information, which the Fund calculates based on the information it
receives from the managers of the investment funds in which the Fund invests,
until the expiration of the Offer, by contacting the Adviser at the telephone
number or address set forth on page 2, Monday through Friday, except holidays,
during normal business hours of 9:00 a.m. to 5:00 p.m. (Eastern Time).
3. AMOUNT OF TENDER. Subject to the limitations set forth below, Members
may tender their entire Interest, a portion of their Interest defined as a
specific dollar value or the portion of their Interest above the required
minimum capital account balance, as described below. A Member that tenders for
repurchase only a portion of such Member's Interest shall be required to
maintain a capital account balance of $100,000 or more. If a Member tenders an
amount that would cause the Member's capital account balance to fall below the
required minimum, the Fund reserves the right to reduce the amount to be
repurchased from such Member
B-7
so that the required minimum balance is maintained. The Offer, which is being
made to all Members, is conditioned on a minimum amount of $25,000 in Interests
being tendered by the Member if the Member is tendering only a portion of an
Interest for repurchase.
If the amount of Interests that are properly tendered pursuant to the Offer
and not withdrawn pursuant to Section 5 below is less than or equal to $60
million (or such greater amount as the Fund may elect to repurchase pursuant to
the Offer), the Fund will, on the terms and subject to the conditions of the
Offer, repurchase all of the Interests so tendered unless the Fund elects to
cancel or amend the Offer, or postpone acceptance of tenders made pursuant to
the Offer, as provided in Section 7 below. If more than $60 million of Interests
are duly tendered to the Fund prior to the Expiration Date and not withdrawn
pursuant to Section 5 below, the Fund will in its sole discretion: (a) accept
additional Interests in accordance with Rule 13e-4(f)(1)(ii) under the
Securities Exchange Act of 1934, as amended; (b) extend the Offer, if necessary,
and increase the amount of Interests that the Fund is offering to repurchase to
an amount it believes sufficient to accommodate the excess Interests tendered as
well as any Interests tendered during the extended Offer; or (c) accept
Interests tendered on or before the Expiration Date for payment on a PRO RATA
basis based on the aggregate net asset value of tendered Interests. The Offer
may be extended, amended or canceled in various other circumstances described in
Section 7 below.
4. PROCEDURE FOR TENDERS. Members wishing to tender Interests pursuant to
the Offer should either: (a) mail a completed and executed Letter of Transmittal
to the Adviser, to the attention of Peggy Lynn, at the address set forth on page
2; or (b) fax a completed and executed Letter of Transmittal to the Adviser,
also to the attention of Peggy Lynn, at the fax number set forth on page 2. The
completed and executed Letter of Transmittal must be received by the Adviser,
either by mail or by fax, no later than the Expiration Date.
The Fund recommends that all documents be submitted to the Adviser via
certified mail, return receipt requested, or by facsimile transmission. A Member
choosing to fax a Letter of Transmittal to the Adviser must also send or deliver
the original completed and executed Letter of Transmittal to the Adviser
promptly thereafter. Members wishing to confirm receipt of a Letter of
Transmittal may contact the Adviser at the address or telephone number set forth
on page 2. The method of delivery of any documents is at the election and
complete risk of the Member tendering an Interest including, but not limited to,
the failure of the Adviser to receive any Letter of Transmittal or other
document submitted by facsimile transmission. All questions as to the validity,
form, eligibility (including time of receipt) and acceptance of tenders will be
determined by the Fund, in its sole discretion, and such determination shall be
final and binding. The Fund reserves the absolute right to reject any or all
tenders determined by it not to be in appropriate form or the acceptance of or
payment for which would, in the opinion of counsel for the Fund, be unlawful.
The Fund also reserves the absolute right to waive any of the conditions of the
Offer or any defect in any tender with respect to any particular Interest or any
particular Member, and the Fund's interpretation of the terms and conditions of
the Offer will be final and binding. Unless waived, any defects or
irregularities in connection with tenders must be cured within such time as the
Fund shall determine. Tenders will not be deemed to have been made until the
defects or irregularities have been cured or waived. Neither the Fund nor the
Adviser nor the Board of Managers shall be obligated to give notice of any
defects or irregularities in tenders, nor shall any of them incur any liability
for failure to give such notice.
B-8
5. WITHDRAWAL RIGHTS. Any Member tendering an Interest pursuant to this
Offer may withdraw its tender at any time prior to or on the Expiration Date
and, if such Member's Interest has not yet been accepted for repurchase by the
Fund, at any time after December 11, 2006, 40 business days from the
commencement of the Offer. To be effective, any notice of withdrawal of a tender
must be timely received by the Adviser at the address or fax number set forth on
page 2. A form to give notice of withdrawal of a tender is available by calling
the Adviser at the telephone number indicated on page 2. All questions as to the
form and validity (including time of receipt) of notices of withdrawal of the
tender will be determined by the Fund, in its sole discretion, and such
determination shall be final and binding. A tender of Interests properly
withdrawn shall not thereafter be deemed to be tendered for purposes of the
Offer. However, withdrawn Interests may be tendered again prior to the
Expiration Date by following the procedures described in Section 4.
6. REPURCHASES AND PAYMENT. For purposes of the Offer, the Fund will be
deemed to have accepted (and thereby repurchased) Interests that are tendered
as, if and when, it gives written notice to the tendering Member of its election
to repurchase such Interest. As stated in Section 2 above, the repurchase price
of an Interest tendered by any Member will be the net asset value thereof
determined as of December 29, 2006, if the Offer expires on the Initial
Expiration Date, and otherwise the net asset value thereof as of the last
business day of the month in which the Offer expires. The net asset value will
be determined after all allocations to capital accounts of the Member required
to be made by the LLC Agreement have been made.
Members may tender their entire Interest, a portion of their Interest
defined as a specific dollar value or the portion of their Interest above the
required minimum capital account balance. Each Member that tenders its entire
Interest or a portion thereof that is accepted for repurchase will be given a
Note within ten calendar days of the acceptance of the Member's Interest for
repurchase. The Note will be held for the Member in a special custody account
with PFPC. The Note will entitle the Member to be paid an amount equal to the
value, determined as of the Valuation Date, of the Interest or portion thereof
being repurchased (subject to adjustment upon completion of the next annual
audit of the Fund's financial statements). This amount will be the value of the
Member's capital account (or the portion thereof being repurchased) determined
as of the Valuation Date and will be based on the net asset value of the Fund's
assets determined as of that date, after giving effect to all allocations to be
made as of that date.
If a Member tenders its entire Interest, the Note will entitle the Member
to receive an Initial Payment in cash and/or marketable securities (valued in
accordance with the LLC Agreement) equal to at least 95% of the unaudited net
asset value of the Interest tendered and accepted for repurchase by the Fund,
determined as of the Valuation Date. Payment of this amount will be made within
30 calendar days after the Valuation Date or, if the Fund has requested
withdrawals of its capital from any investment funds in order to finance the
repurchase of Interests, within ten business days after the Fund has received at
least 95% of the aggregate amount withdrawn by the Fund from such investment
funds. The Note will also entitle a Member to receive a Contingent Payment equal
to the excess, if any, of (a) the net asset value of the Interest tendered by
the Member and accepted by the Fund for repurchase as of the Valuation Date, as
it may be adjusted based on the next annual audit of the Fund's March 31, 2007,
financial statements, over (b) the Initial Payment. The Fund will deposit the
aggregate amount of the Contingent Payments in a separate, interest bearing
account and will pay any interest
B-9
actually earned thereon PRO RATA to the Members whose Interests have been
repurchased. The Contingent Payment (plus any interest earned) will be payable
within ten calendar days after the completion of the Fund's next annual audit.
It is anticipated that the annual audit of the Fund's financial statements will
be completed within 60 days after March 31, 2007, the fiscal year end of the
Fund.
A Member that tenders for repurchase only a portion of such Member's
Interest will receive a Note that will entitle the Member to a payment in cash
and/or marketable securities (valued in accordance with the LLC Agreement) equal
to 100% of the net asset value of the portion of the Interest tendered by the
Member that is accepted for repurchase by the Fund. Payment pursuant to the Note
will be made within 30 calendar days after the Valuation Date or, if the Fund
has requested withdrawals of its capital from any investment funds in order to
finance the repurchase of Interests, within ten business days after the Fund has
received at least 95% of the aggregate amount withdrawn by the Fund from such
investment funds.
Although the Fund has retained the option to pay all or a portion of the
repurchase price for Interests by distributing marketable securities, the
repurchase price will be paid entirely in cash except in the unlikely event that
the Board of Managers determines that the distribution of securities is
necessary to avoid or mitigate any adverse effect of the Offer on the remaining
Members. In such event, the Fund would make such payment on a pro rata basis so
that each Member would receive the same type of consideration.
The Note pursuant to which Members will receive the Initial Payment and
Contingent Payment (together, the "Payments") will be held in a special custody
account with PFPC for the benefit of Members tendering Interests in the Fund.
All payments due pursuant to the Note will also be deposited directly to the
tendering Member's account at U.S. Trust if the Member has an account with U.S.
Trust and will be subject upon withdrawal from such accounts to any fees that
U.S. Trust would customarily assess upon the withdrawal of cash from such
account. Those Members that do not have a U.S. Trust account will receive any
payments due under the Note by wire transfer to a bank account indicated in the
Letter of Transmittal.
It is expected that cash payments for Interests acquired pursuant to the
Offer, which will not exceed $60 million (unless the Fund elects to repurchase a
greater amount), will be derived from: (a) cash on hand; (b) withdrawal of
capital from the investment funds in which the Fund invests; (c) the proceeds
from the sale of securities and portfolio assets held by the Fund; and/or (d)
possibly borrowings, as described below. The Fund will segregate with its
custodian cash or U.S. government securities or other liquid securities equal to
the value of the amount estimated to be paid under the Notes, as described
above. Neither the Fund nor the Board of Managers nor the Adviser have
determined at this time to borrow funds to repurchase Interests tendered in
connection with the Offer. However, depending on the dollar amount of Interests
tendered and prevailing general economic and market conditions, the Fund, in its
sole discretion, may decide to finance any portion of the repurchase price,
subject to compliance with applicable law, through borrowings. If the Fund
finances any portion of the repurchase price in that manner, it will deposit
assets in a special custody account with its custodian, PFPC, to serve as
collateral for any amounts so borrowed, and if the Fund were to fail to repay
any such amounts, the lender would be entitled to satisfy the Fund's obligations
from the collateral deposited in the special custody account. The Fund expects
that the repayment of any amounts
B-10
borrowed will be made from additional funds contributed to the Fund by existing
and/or new Members, withdrawal of capital from the investment funds in which it
has invested or from the proceeds of the sale of securities and portfolio assets
held by the Fund.
7. CERTAIN CONDITIONS OF THE OFFER. The Fund reserves the right, at any
time and from time to time, to extend the period of time during which the Offer
is pending by notifying Members of such extension. In the event that the Fund so
elects to extend the tender period, for the purpose of determining the
repurchase price for tendered Interests, the net asset value of such Interests
will be determined as of the close of business on the last business day of the
month in which the Offer expires. During any such extension, all Interests
previously tendered and not withdrawn will remain subject to the Offer. The Fund
also reserves the right, at any time and from time to time, up to and including
acceptance of tenders pursuant to the Offer, to: (a) cancel the Offer in the
circumstances set forth in the following paragraph and in the event of such
cancellation not to repurchase or pay for any Interests tendered pursuant to the
Offer; (b) amend the Offer; and (c) postpone the acceptance of Interests for
repurchase. If the Fund determines to amend the Offer or to postpone the
acceptance of Interests tendered, it will, to the extent necessary, extend the
period of time during which the Offer is open as provided above and will
promptly notify Members.
The Fund may cancel the Offer, amend the Offer or postpone the acceptance
of tenders made pursuant to the Offer if: (a) the Fund would not be able to
liquidate portfolio securities in a manner that is orderly and consistent with
the Fund's investment objective and policies in order to repurchase Interests
tendered pursuant to the Offer; (b) there is, in the judgment of the Board of
Managers, any (i) legal action or proceeding instituted or threatened
challenging the Offer or otherwise materially adversely affecting the Fund, (ii)
declaration of a banking moratorium by federal or state authorities or any
suspension of payment by banks in the United States or the State of Connecticut
that is material to the Fund, (iii) limitation imposed by federal or state
authorities on the extension of credit by lending institutions, (iv) suspension
of trading on any organized exchange or over-the-counter market where the Fund
has a material investment, (v) commencement of war, significant change in armed
hostilities or other international or national calamity directly or indirectly
involving the United States since the commencement of the Offer that is material
to the Fund, (vi) material decrease in the net asset value of the Fund from the
net asset value of the Fund as of commencement of the Offer, or (vii) other
event or condition that would have a material adverse effect on the Fund or its
Members if Interests tendered pursuant to the Offer were repurchased; or (c) the
Board of Managers determines that it is not in the best interest of the Fund to
repurchase Interests pursuant to the Offer. However, there can be no assurance
that the Fund will exercise its right to extend, amend or cancel the Offer or to
postpone acceptance of tenders pursuant to the Offer.
8. CERTAIN INFORMATION ABOUT THE FUND. The Fund is registered under the
Investment Company Act of 1940, as amended (the "1940 Act"), as a closed-end,
non-diversified, management investment company. It is organized as a Delaware
limited liability company. The principal office of the Fund is located at 225
High Ridge Road, Stamford, CT 06905 and the telephone number is (203) 352-4497.
Interests are not traded on any established trading market and are subject to
strict restrictions on transferability pursuant to the LLC Agreement.
B-11
Neither the Fund nor the Adviser nor the Board of Managers have any plans
or proposals that relate to or would result in: (a) the acquisition by any
person of additional Interests (other than the Fund's intention to accept
subscriptions for Interests on the first day of each calendar quarter and from
time to time in the discretion of the Fund) or the disposition of Interests; (b)
an extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving the Fund; (c) any material change in the present
distribution policy or indebtedness or capitalization of the Fund; (d) any
change in the identity of the investment adviser of the Fund, or in the
management of the Fund including, but not limited to, any plans or proposals to
change the number or the term of the members of the Board of Managers, to fill
any existing vacancy on the Board of Managers or to change any material term of
the investment advisory arrangement with the Adviser; (e) a sale or transfer of
a material amount of assets of the Fund (other than as the Board of Managers
determines may be necessary or appropriate to finance any portion of the
repurchase price for Interests acquired pursuant to this Offer or in connection
with ordinary portfolio transactions of the Fund); (f) any other material change
in the Fund's structure or business, including any plans or proposals to make
any changes in its fundamental investment policies, as amended, for which a vote
would be required by Section 13 of the 1940 Act; or (g) any changes in the LLC
Agreement or other actions that may impede the acquisition of control of the
Fund by any person.
There have been no transactions involving the Interests that were effected
during the past 60 days by the Fund, the Adviser, any Manager, or any person
controlling the Fund or the Adviser.
Based on August 31, 2006 estimated values, there are no persons holding
interests that may be deemed to control the Fund, may control a person that
controls the Fund and/or may be controlled by a person controlling the Fund.
9. CERTAIN FEDERAL INCOME TAX CONSEQUENCES. The following discussion is a
general summary of the federal income tax consequences of the repurchase of
Interests by the Fund from Members pursuant to the Offer. Members should consult
their own tax advisors for a complete description of the tax consequences to
them of a repurchase of their Interests by the Fund pursuant to the Offer.
In general, a Member from which an Interest is repurchased by the Fund will
be treated as receiving a distribution from the Fund and will generally reduce
(but not below zero) its adjusted tax basis in its Interest by the amount of
cash and the fair market value of property distributed to such Member. Such
Member generally will not recognize income or gain as a result of the
repurchase, except to the extent (if any) that the amount of consideration
received by the Member exceeds such Member's then adjusted tax basis in such
Member's Interest. A Member's basis in such Member's Interest will be reduced
(but not below zero) by the amount of consideration received by the Member from
the Fund in connection with the repurchase of such Interest. A Member's basis in
such Member's Interest will be adjusted for income, gain or loss allocated (for
tax purposes) to such Member for periods prior to the repurchase of such
Interest. Cash distributed to a Member in excess of the adjusted tax basis of
such Member's Interest is taxable as capital gain or ordinary income, depending
on the circumstances. A Member that has its entire Interest repurchased by the
Fund for cash may generally recognize a loss, but only
B-12
to the extent that the amount of consideration received from the Fund is less
than the Member's then adjusted tax basis in such Member's Interest.
10. MISCELLANEOUS. The Offer is not being made to, nor will tenders be
accepted from, Members in any jurisdiction in which the Offer or its acceptance
would not comply with the securities or Blue Sky laws of such jurisdiction. The
Fund is not aware of any jurisdiction in which the Offer or tenders pursuant
thereto would not be in compliance with the laws of such jurisdiction. However,
the Fund reserves the right to exclude Members from the Offer in any
jurisdiction in which it is asserted that the Offer cannot lawfully be made. The
Fund believes such exclusion is permissible under applicable laws and
regulations, provided the Fund makes a good faith effort to comply with any
state law deemed applicable to the Offer.
The Fund has filed an Issuer Tender Offer Statement on Schedule TO with the
Securities and Exchange Commission, which includes certain information relating
to the Offer summarized herein. A free copy of such statement may be obtained
from the Fund by contacting the Adviser at the address and telephone number set
forth on page 2 or from the Securities and Exchange Commission's internet web
site, http://www.sec.gov. For a fee, a copy may be obtained from the public
reference office of the Securities and Exchange Commission at 100 F. Street,
N.E., Washington, DC 20549.
11. FINANCIAL INFORMATION. Reference is made to the following financial
statements of the Fund which are incorporated herein by reference.
Audited financial statements for the fiscal year ended March 31, 2005,
previously filed on EDGAR on Form N-CSR on June 8, 2005.
Audited financial statements for the fiscal year ended March 31, 2006,
previously filed on EDGAR on Form N-CSR on June 8, 2006.
B-13
EXHIBIT C
LETTER OF TRANSMITTAL
Regarding
Interests
in
EXCELSIOR ABSOLUTE RETURN FUND OF FUNDS MASTER FUND, LLC
Tendered Pursuant to the Offer
Dated October 13, 2006
--------------------------------------------------------------------------------
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE
AT, AND THIS LETTER OF TRANSMITTAL MUST BE
RECEIVED BY THE FUND BY, 12:00 MIDNIGHT, EASTERN TIME, ON
NOVEMBER 9, 2006, UNLESS THE OFFER IS EXTENDED.
--------------------------------------------------------------------------------
COMPLETE THIS LETTER OF TRANSMITTAL AND RETURN BY MAIL OR FAX TO:
U.S. Trust Hedge Fund Management, Inc.
225 High Ridge Road
Stamford, CT 06905
Attn: Peggy Lynn
For additional information:
Phone: (203) 352-4497
Fax: (203) 352-4456
C-1
EXCELSIOR ABSOLUTE RETURN FUND OF FUNDS MASTER FUND, LLC - LETTER OF TRANSMITTAL
Ladies and Gentlemen:
The undersigned hereby tenders to Excelsior Absolute Return Fund of Funds
Master Fund, LLC, a closed-end, non-diversified, management investment company
organized under the laws of the State of Delaware (the "Fund"), the limited
liability company interest in the Fund (hereinafter the "Interest" or
"Interests" as the context requires) or portion thereof held by the undersigned,
described and specified below, on the terms and conditions set forth in the
offer to repurchase, dated October 13, 2006, receipt of which is hereby
acknowledged, and in this Letter of Transmittal (which together constitute the
"Offer"). THE TENDER AND THIS LETTER OF TRANSMITTAL ARE SUBJECT TO ALL THE TERMS
AND CONDITIONS SET FORTH IN THE OFFER, INCLUDING, BUT NOT LIMITED TO, THE
ABSOLUTE RIGHT OF THE FUND TO REJECT ANY AND ALL TENDERS DETERMINED BY FUND, IN
ITS SOLE DISCRETION, NOT TO BE IN THE APPROPRIATE FORM.
The undersigned hereby sells to the Fund the Interest or portion thereof
tendered hereby pursuant to the Offer. The undersigned hereby warrants that the
undersigned has full authority to sell the Interest or portion thereof tendered
hereby and that the Fund will acquire good title thereto, free and clear of all
liens, charges, encumbrances, conditional sales agreements or other obligations
relating to the sale thereof, and not subject to any adverse claim, when and to
the extent the same are repurchased by it. Upon request, the undersigned will
execute and deliver any additional documents necessary to complete the sale in
accordance with the terms of the Offer.
The undersigned recognizes that under certain circumstances set forth in
the Offer, the Fund may not be required to repurchase any of the Interests in
the Fund or portions thereof tendered hereby.
A promissory note for the repurchase price will be deposited into a special
custody account with PFPC Trust Company ("PFPC"). The initial payment of the
repurchase price for the Interest or portion thereof tendered by the undersigned
will be made by transfer of the funds to the undersigned's account at United
States Trust Company, National Association or an affiliate bank (collectively,
"U.S. Trust"), or wired to the undersigned's bank account if the undersigned
does not have a U.S. Trust account, as described in Section 6 of the Offer. The
undersigned hereby represents and warrants that the undersigned understands that
upon a withdrawal of such cash payment from a U.S. Trust account, U.S. Trust may
subject such withdrawal to any fees that U.S. Trust would customarily assess
upon the withdrawal of cash from such account.
The promissory note will also reflect the contingent payment (the
"Contingent Payment") portion of the repurchase price, if any, as described in
Section 6 of the Offer. Any Contingent Payment of cash due pursuant to the Note
will also be deposited directly to the undersigned's account with U.S. Trust, or
will be wired to the undersigned's bank account if the undersigned does not have
a U.S. Trust account. Upon a withdrawal of such cash from such account, U.S.
Trust may impose such fees as it would customarily assess upon the withdrawal of
cash from such account. The undersigned recognizes that the amount of the
repurchase price for Interests will be based on the unaudited net asset value of
the Fund, determined as of December 29, 2006, subject to an extension of the
Offer as described in Section 7. The Contingent Payment portion of the
repurchase price, if any, will be determined upon completion of the audit of the
Fund's financial statements which is anticipated to be completed not later than
60 days after March 31, 2007, the Fund's fiscal year end, and will be paid
within ten calendar days thereafter.
All authority herein conferred or agreed to be conferred shall survive the
death or incapacity of the undersigned and the obligation of the undersigned
hereunder shall be binding on the heirs, personal representatives, successors
and assigns of the undersigned. Except as stated in Section 5 of the Offer, this
tender is irrevocable.
C-2
EXCELSIOR ABSOLUTE RETURN FUND OF FUNDS MASTER FUND, LLC - LETTER OF TRANSMITTAL
PLEASE FAX OR MAIL IN THE ENCLOSED POSTAGE PAID ENVELOPE TO: U.S. TRUST HEDGE
FUND MANAGEMENT, INC., 225 HIGH RIDGE RD., STAMFORD, CT 06905 ATTN: PEGGY LYNN.
FOR ADDITIONAL INFORMATION: PHONE: (203) 352-4497 FAX: (203) 352-4456
PART 1. NAME AND ADDRESS:
Name of Member: ___________________________________________
U.S. Trust Account Number ___________________________________________
(where applicable)
Wire Instructions Bank___________________________________
(for Members who do not
have accounts at U.S. ABA#___________________________________
Trust)
A/C#___________________________________
FBO/REF:_______________________________
Ref: Account name______________________
Attn:__________________________________
Social Security No.
or Taxpayer
Identification No.: __________________________________________
Telephone Number: __________________________________________
PART 2. AMOUNT OF LIMITED LIABILITY COMPANY INTEREST IN THE FUND BEING TENDERED:
|_| I would like to tender my entire limited liability company interest in
the Fund.
|_| I would like to tender $ of my limited liability company interest in
the Fund. (Please note, the minimum tender is $25,000 and a minimum
interest with a value of $100,000, or more must be maintained in the
Fund (the "Required Minimum Balance").)*
|_| I would like to leave $ of my limited liability company interest in the
Fund, and tender any remaining balance. (Please note, the minimum
tender is $25,000 and the Required Minimum Balance, or more must be
maintained in the Fund).*
*The undersigned understands and agrees that if the undersigned tenders
an amount that would cause the undersigned's capital account balance to
fall below the Required Minimum Balance, the Fund may reduce the amount
to be repurchased from the undersigned so that the Required Minimum
Balance is maintained.
C-3
EXCELSIOR ABSOLUTE RETURN FUND OF FUNDS MASTER FUND, LLC - LETTER OF TRANSMITTAL
PART 3. PAYMENT.
CASH PAYMENT
Cash payments will be deposited to the undersigned's account at U.S.
Trust, or wired to the undersigned's bank account indicated in Part 1.
The undersigned hereby represents and warrants that the undersigned
understands that, for cash payments deposited to the undersigned's
account, upon a withdrawal of such cash payment from such account, U.S.
Trust may impose such fees as it would customarily assess upon the
withdrawal of cash from such account.
PROMISSORY NOTE
The promissory note reflecting both the initial and contingent payment
portion of the repurchase price, if applicable, will be deposited into
a special custody account with PFPC for the benefit of the undersigned.
The undersigned hereby represents and warrants that the undersigned
understands that any payment of cash due pursuant to the Note will also
be deposited directly to the undersigned's account at U.S. Trust or
wired to the undersigned's bank account indicated in Part 1 and upon a
withdrawal of such cash from a U.S. Trust account, U.S. Trust may
impose such fees as it would customarily assess upon the withdrawal of
cash from such account.
PART 4. SIGNATURE(S).
--------------------------------------------------------------------------------
FOR INDIVIDUAL INVESTORS FOR OTHER INVESTORS:
AND JOINT TENANTS:
------------------------------------ ------------------------------------
Signature Print Name of Investor
(SIGNATURE OF OWNER(S) EXACTLY
AS APPEARED ON SUBSCRIPTION AGREEMENT)
------------------------------------ ------------------------------------
Print Name of Investor Signature
(SIGNATURE OF OWNER(S) EXACTLY AS
APPEARED ON SUBSCRIPTION AGREEMENT)
------------------------------------ ------------------------------------
Joint Tenant Signature if necessary Print Name of Signatory and Title
(SIGNATURE OF OWNER(S) EXACTLY
AS APPEARED ON SUBSCRIPTION AGREEMENT)
------------------------------------ ------------------------------------
Print Name of Joint Tenant Co-signatory if necessary
(SIGNATURE OF OWNER(S) EXACTLY AS
APPEARED ON SUBSCRIPTION AGREEMENT)
C-4
EXCELSIOR ABSOLUTE RETURN FUND OF FUNDS MASTER FUND, LLC - LETTER OF TRANSMITTAL
------------------------------------
Print Name and Title of Co-signatory
--------------------------------------------------------------------------------
Date:
---------------------------
C-5
EXHIBIT D
NOTICE OF WITHDRAWAL OF TENDER
Regarding Interests in
EXCELSIOR ABSOLUTE RETURN FUND OF FUNDS MASTER FUND, LLC
Tendered Pursuant to the Offer
Dated October 13, 2006
--------------------------------------------------------------------------------
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE
AT, AND THIS LETTER OF TRANSMITTAL MUST BE
RECEIVED BY THE FUND BY, 12:00 MIDNIGHT, EASTERN TIME, ON
NOVEMBER 9, 2006, UNLESS THE OFFER IS EXTENDED.
--------------------------------------------------------------------------------
COMPLETE THIS LETTER OF TRANSMITTAL AND RETURN BY MAIL OR FAX TO:
U.S. Trust Hedge Fund Management, Inc.
225 High Ridge Road
Stamford, CT 06905
Attn: Peggy Lynn
For additional information:
Phone: (203) 352-4497
Fax: (203) 352-4456
D-1
Ladies and Gentlemen:
The undersigned wishes to withdraw the tender of its limited liability
company interest in Excelsior Absolute Return Fund of Funds Master Fund, LLC
(the "Fund"), or the tender of a portion of such interests, for repurchase by
the Fund that previously was submitted by the undersigned in a Letter of
Transmittal dated _____________________.
Such tender was in the amount of:
|_| Entire limited liability company interest.
|_| $______________ of limited liability company interest.
|_| The portion of limited liability company interest in
excess of $___________________.
The undersigned recognizes that upon the submission on a timely basis of
this Notice of Withdrawal of Tender, properly executed, the interest in the Fund
(or portion of such interest) previously tendered will not be repurchased by the
Fund upon expiration of the tender offer described above.
SIGNATURE(S).
--------------------------------------------------------------------------------
FOR INDIVIDUAL INVESTORS FOR OTHER INVESTORS:
AND JOINT TENANTS:
------------------------------------ ------------------------------------
Signature Print Name of Investor
(SIGNATURE OF OWNER(S) EXACTLY
AS APPEARED ON SUBSCRIPTION AGREEMENT)
------------------------------------ ------------------------------------
Print Name of Investor Signature
(SIGNATURE OF OWNER(S) EXACTLY AS
APPEARED ON SUBSCRIPTION AGREEMENT)
------------------------------------ ------------------------------------
Joint Tenant Signature if necessary Print Name of Signatory and Title
(SIGNATURE OF OWNER(S) EXACTLY
AS APPEARED ON SUBSCRIPTION AGREEMENT)
------------------------------------ ------------------------------------
Print Name of Joint Tenant Co-signatory if necessary
(SIGNATURE OF OWNER(S) EXACTLY AS
APPEARED ON SUBSCRIPTION AGREEMENT)
------------------------------------
Print Name and Title of Co-signatory
--------------------------------------------------------------------------------
Date:
---------------------------
D-2
EXHIBIT E
Forms of letters from the Fund
to Members in connection with acceptance of offers of tender
[THIS LETTER IS SENT IF THE MEMBER TENDERED ITS ENTIRE INTEREST IN THE FUND.]
November 18, 2006
Dear Member:
Excelsior Absolute Return Fund of Funds Master Fund, LLC (the "Fund") has
received and accepted for repurchase your tender of your limited liability
company interest in the Fund ("Interest" or "Interests" as the context
requires).
Because you have tendered and the Fund has repurchased your entire
investment, you have been paid a note (the "Note") entitling you to receive an
initial payment of 95% of the repurchase price based on the unaudited net asset
value of the Fund, determined as of December 29, 2006, in accordance with the
terms of the tender offer. A cash payment in this amount will be deposited into
your account with United States Trust Company, National Association or an
affiliate bank (collectively, "U.S. Trust") on January 26, 2007 or wired to your
bank account on that date if you do not have a U.S. Trust account, unless the
valuation date of the Interests has changed or the Fund has requested a
withdrawal of its capital from the investment funds in which it has invested and
has not yet received the proceeds of that withdrawal, in accordance with the
terms of the tender offer.
The terms of the Note provide that a contingent payment representing the
balance of the repurchase price, if any, will be paid to you after the
completion of the Fund's fiscal year-end audit and is subject to fiscal year-end
audit adjustment. This amount, will be paid within ten calendar days after the
conclusion of the fiscal year-end audit, or on such earlier date as the Fund's
Board of Managers may determine, according to the terms of the tender offer and
will also be deposited into your U.S. Trust account or will be wired to your
bank account if you do not have a U.S. Trust account. We expect the audit to be
completed by the end of May 2007.
Should you have any questions, please feel free to contact the Fund's
adviser, U.S. Trust Hedge Fund Management, Inc. at (203) 352-4497.
Sincerely,
Excelsior Absolute Return Fund of Funds
Master Fund, LLC
Enclosure
E-1
[THIS LETTER IS SENT IF THE MEMBER TENDERED A PORTION OF ITS INTEREST IN THE
FUND.]
November 18, 2006
Dear Member:
Excelsior Absolute Return Fund of Funds Master Fund, LLC (the "Fund") has
received and accepted for repurchase your tender of a portion of your limited
liability company interest in the Fund ("Interest" or "Interests" as the context
requires).
Because you have tendered and the Fund has repurchased a portion of your
investment, you have been paid a note (the "Note") entitling you to receive an
initial payment of 100% of the repurchase price based on the unaudited net asset
value of the Fund, determined as of December 29, 2006, in accordance with the
terms of the tender offer. A cash payment in this amount will be deposited into
your account with United States Trust Company, National Association or an
affiliate bank (collectively, "U.S. Trust") on January 26, 2007 or wired to your
bank account on that date if you do not have a U.S. Trust account, unless the
valuation date of the Interests has changed or the Fund has requested a
withdrawal of its capital from the investment funds in which it has invested and
has not yet received the proceeds of that withdrawal, in accordance with the
terms of the tender offer.
You remain a member of the Fund with respect to the portion of your
Interest in the Fund that you did not tender.
Should you have any questions, please feel free to contact the Fund's
adviser, U.S. Trust Hedge Fund Management, Inc. at (203) 352-4497.
Sincerely,
Excelsior Absolute Return Fund of Funds
Master Fund, LLC
Enclosure
E-2
[THIS LETTER IS SENT TO THE MEMBER WITH THE INITIAL PAYMENT FOR ALL OF ITS
INTEREST WHICH WAS REPURCHASED BY THE FUND.]
January 26, 2007
Dear Member:
Enclosed is a statement showing the breakdown of your capital withdrawal
resulting from our repurchase of your interest in Excelsior Absolute Return Fund
of Funds Master Fund, LLC (the "Fund").
Because you have tendered and the Fund has repurchased your entire
investment, you have previously been paid a note entitling you to receive 95% of
the repurchase price based on the unaudited net asset value of the Fund,
determined as of December 29, 2006, in accordance with the terms of the tender
offer. A cash payment in this amount is being deposited into your account with
United States Trust Company, National Association or an affiliate bank
(collectively, "U.S. Trust") on January 26, 2007, if you have a U.S. Trust
account, or wired to your bank account, if you do not have a U.S. Trust account.
The balance of the repurchase price, if any, will be paid to you after the
completion of the Fund's fiscal year-end audit for the year ending March 31,
2007 and is subject to year-end audit adjustment. This amount will be paid
within ten days after the conclusion of the year-end audit, or on such earlier
date as the Fund's Board of Managers may determine, according to the terms of
the tender offer. We expect the audit to be completed by the end of May 2007.
Should you have any questions, please feel free to contact the Fund's
adviser, U.S. Trust Hedge Fund Management, Inc. at (203) 352-4497.
Sincerely,
Excelsior Absolute Return Fund of Funds
Master Fund, LLC
Enclosure
E-3
[THIS LETTER IS SENT TO THE MEMBER WITH THE INITIAL PAYMENT FOR THE PORTION OF
ITS INTEREST WHICH WAS REPURCHASED BY THE FUND.]
January 26, 2007
Dear Member:
Enclosed is a statement showing the breakdown of your capital withdrawal
resulting from our repurchase of your interest in Excelsior Absolute Return Fund
of Funds Master Fund, LLC (the "Fund").
Because you have tendered and the Fund has repurchased a portion of your
investment, you have been paid 100% of the repurchase price based on the
estimated unaudited net asset value of the Fund, determined as of December 29,
2006, in accordance with the terms of the tender offer. A cash payment in this
amount is being deposited into your account with United States Trust Company,
National Association or an affiliate bank (collectively, "U.S. Trust") on
January 26, 2007, if you have a U.S. Trust account, or wired to your bank
account, if you do not have a U.S. Trust account.
Should you have any questions, please feel free to contact the Fund's
adviser, U.S. Trust Hedge Fund Management, Inc. at (203) 352-4497.
Sincerely,
Excelsior Absolute Return Fund of Funds
Master Fund, LLC
Enclosure
E-4
[THIS LETTER IS SENT TO THE MEMBER WITH THE CONTINGENT PAYMENT FOR THE INTEREST
REPURCHASED BY THE FUND.]
June 6, 2007
Dear Member:
Enclosed is a statement showing the breakdown of your capital withdrawal
resulting from our repurchase of your interest in Excelsior Absolute Return Fund
of Funds Master Fund, LLC (the "Fund").
Pursuant to the terms of the tender offer, the contingent payment is being
deposited into your account with United States Trust Company, National
Association or an affiliate bank (collectively, "U.S. Trust") on June 6, 2007 if
you have a U.S. Trust account, or wired to your bank account, if you do not have
a U.S. Trust account.
Should you have any questions, please feel free to contact the Fund's
adviser, U.S. Trust Hedge Fund Management, Inc. at (203) 352-4497.
Sincerely,
Excelsior Absolute Return Fund of Funds
Master Fund, LLC
Enclosure
E-5