SCHULTE ROTH & ZABEL LLP
919 Third Avenue
New York, NY 10022
(212) 756-2000
fax (212) 593-5955
www.srz.com
October 25, 2006
VIA EDGAR
Larry Greene, Esq.
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549-0505
RE: Excelsior Absolute Return Fund of Funds, LLC
Excelsior Absolute Return Fund of Funds Master Fund, LLC
TENDER OFFER STATEMENTS ON SCHEDULE TO (FILE NOS. 005-80094 AND
005-80093) (THE "TENDER OFFER STATEMENTS")
Dear Mr. Greene:
On behalf of Excelsior Absolute Return Fund of Funds, LLC and
Excelsior Absolute Return Fund of Funds Master Fund, LLC (each, a "Fund," and
collectively, the "Funds"), we are responding to your comments to the Funds'
Tender Offer Statements on Schedule TO, filed on October 13, 2006 ("Schedule
TO"), as discussed in a telephone conversation on October 18, 2006 with John G.
Jerow of Schulte Roth & Zabel LLP. On behalf of the Funds, please find our
responses (in brackets) to your comments below. Please note that capitalized
terms used herein will have the meanings ascribed to them in the Tender Offer
Statements.
1. Please include references to the fact that the Fund may
cancel, amend, postpone or extend the Offer in the following locations: the last
bullet point of the Summary Term Sheet in the Offer Letter (Exhibit B to the
Schedule TO); the second sentence of the first paragraph of Section 2 thereof;
and the fourth sentence of the first paragraph of Section 7 thereof.
[We will include these suggested changes in future
Schedule TO filings for the Funds.]
2. Please include a reference in the last bullet point on
page B-6 of the Summary Term Sheet to the conditions upon which a Fund will
cancel, amend, postpone or extend an Offer.
[We will include a reference to Section 7 of the Offer
Letter, which contains a discussion of the conditions upon which a Fund will
cancel, amend, postpone or extend an Offer.]
3. Please explain why the last sentence of the first paragraph
of the Letter of Transmittal (Exhibit C to the Schedule TO) is in all-caps.
October 25, 2006
Page 2
[The sentence in the actual Letter of Transmittal received by
investors is in bold-case format. Because the Schedule TO was filed in ASCII
format, we have shown the bold-case emphasis by formatting it in all-caps.]
In addition to the foregoing, each Fund acknowledges that:
o The Fund is responsible for the adequacy and accuracy of
the disclosure in the filings;
o Staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the Securities
and Exchange Commission ("Commission") from taking any action with respect to
the filing; and
o The Fund may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the federal
securities laws of the United States.
Each Fund believes that these responses fully address your
comments. If you have any questions regarding this response or require further
information, please call Kenneth Gerstein at (212) 756-2533 or me at (212)
756-2763. Thank you for your assistance regarding this matter.
Very truly yours,
/s/ John G. Jerow