UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-PX ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number 811-10083 ----------- Excelsior Directional Hedge Fund of Funds Master Fund, LLC ------------------------------------------------------------ (Exact name of registrant as specified in charter) 225 High Ridge Road Stamford, CT 06905 ------------------------------------------------------------ (Address of principal executive offices) (Zip code) Steven L. Suss U.S. Trust Hedge Fund Management, Inc. 225 High Ridge Road Stamford, CT 06905 ------------------------------------------------------------ (Name and address of agent for service) Registrant's telephone number, including area code: (203)352-4497 ------------- Date of fiscal year end: March 31 -------- Date of reporting period: June 30, 2008 ------------- Item 1. PROXY VOTING RECORD FOR PERIOD JULY 1, 2007 TO JUNE 30, 2008 During the period July 1, 2007 to June 30, 2008, Excelsior Directional Hedge Fund of Funds Master Fund, LLC did not vote any proxies. SIGNATURES Pursuant to the requirements of the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Registrant Excelsior Directional Hedge Fund of Funds Master Fund, LLC ----------------------------------------------------------- By (Signature and Title)* /s/ Spencer N. Boggess ------------------------- Spencer N. Boggess Principal Executive Officer Date August 29, 2008 ---------------- *Print the name and title of each signing officer under his or her signature.