nvcsr
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT
INVESTMENT COMPANIES
Investment Company Act File Number 811-21911
Old Mutual Absolute Return Master Fund, L.L.C.
(Exact name of registrant as specified in charter)
800 Westchester Avenue, S-618
Rye Brook, New York 10573
(Address of principal executive offices) (Zip code)
SEI Investments Distributors
One Freedom Valley Drive
Oaks, PA 19456
(Name and address of agent for service)
Registrants telephone number, including area code: 1-888-266-2200
Date of fiscal year end: March 31
Date of reporting period: March 31, 2011
Item 1. Reports to Stockholders.
Old Mutual Absolute Return Master Fund, L.L.C.
Financial Statements
For the year ended March 31, 2011
Old Mutual Absolute Return Master Fund, L.L.C.
Table of Contents
Financial Statements:
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Report of Independent Registered Public Accounting Firm |
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1 |
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Schedule of Investments |
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2 |
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Statement of Assets and Liabilities |
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4 |
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Statement of Operations |
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5 |
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Statements of Changes in Members Capital |
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6 |
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Statement of Cash Flows |
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7 |
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Financial Highlights |
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8 |
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Notes to Financial Statements |
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9 |
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Board of Managers and Officers of the Fund (unaudited) |
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26 |
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The Fund files its complete schedule of portfolio holdings with the Securities and Exchange
Commission (the Commission) for the first and third quarters of each fiscal year on Form N-Q.
The Funds Forms N-Q are available on the Commissions website at http://www.sec.gov, and may be
reviewed and copied at the Commissions Public Reference Room in Washington, DC. Information on the
operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330.
A description of the policies and procedures that the Fund uses to determine how to vote proxies
relating to portfolio securities, as well as information regarding how the Fund voted proxies
relating to portfolio securities during the most recent 12-month period ended June 30, is available
(i) without charge, upon request, by calling toll free (888) 266-2200; and (ii) on the Commissions
website at http://www.sec.gov.
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Certified
Public Accountants
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Rothstein, Kass & Company, P.C.
4 Becker Farm Road
Roseland, NJ 07068 tel 973.994.6666
fax 973.994.0337
www.rkco.com
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Beverly Hills
Dallas
Denver
Grand Cayman
Irvine
New York
Roseland San Francisco
Walnut Creek |
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Managers and Members of
Old Mutual Absolute Return Master Fund, L.L.C.
We have audited the accompanying statement of assets and liabilities of Old Mutual Absolute
Return Master Fund, L.L.C. (the Master Fund), including the schedule of investments, as of March
31, 2011, and the related statements of operations and cash flows for the year then ended, the
statements of changes in members capital for each of the two years in the period then ended and
financial highlights for each of the three years in the period then ended. These financial
statements and financial highlights are the responsibility of the Master Funds management. Our
responsibility is to express an opinion on these financial statements and financial highlights
based on our audit. The financial highlights for the period November 1, 2006 (commencement of
operations) through March 31, 2007 and for the year ended March 31, 2008 were audited by an
independent registered public accounting firm whose report dated May 29, 2008 expressed an
unqualified opinion on those financial highlights.
We conducted our audits in accordance with the standards of the Public Company Accounting
Oversight Board (United States). Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements and financial highlights are
free of material misstatement. The Master Fund is not required to have, nor were we engaged to
perform, an audit of its internal control over financial reporting. Our audits included
consideration of internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Master Funds internal control over financial reporting.
Accordingly, we express no such opinion. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. Our procedures
included confirmation of investments owned as of March 31, 2011, by correspondence with the
custodian and portfolio funds. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements and financial highlights referred to above present
fairly, in all material respects, the financial position of Old Mutual Absolute Return Master Fund,
L.L.C. as of March 31, 2011, the results of its operations and its cash flows for the year then
ended, the changes in its members capital for each of the two years in the period then ended, and
the financial highlights for each of the three years in the period then ended, in conformity with
accounting principles generally accepted in the United States of America.
Roseland, New Jersey
May 26, 2011
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An independent firm associated with AGN International Ltd |
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Old Mutual Absolute Return Master Fund, L.L.C.
Schedule of Investments
March 31, 2011
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% of |
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Fair |
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Members |
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Notice |
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Portfolio Fund |
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Cost |
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Value |
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Capital(1) |
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Liquidity(2) |
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Period |
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Lock-Up(6) |
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Directional: |
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COMAC Global Macro Fund, Ltd. (Shares: 6,019.880) |
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$ |
1,850,318 |
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$ |
1,944,494 |
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4.90 |
% |
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Monthly |
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60 |
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None |
Edgestream Nais Fund, Ltd. (Shares: 911.935) |
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1,551,486 |
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1,591,922 |
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4.01 |
% |
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Quarterly |
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14 |
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None |
OEI Mac, Inc. |
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700,000 |
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728,633 |
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1.84 |
% |
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Monthly |
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7 |
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None |
Remington Investment Strategies, L.P. |
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650,000 |
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769,555 |
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1.94 |
% |
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Quarterly (3) |
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60 |
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None |
Tudor BVI Global Fund, Ltd. |
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803,973 |
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935,635 |
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2.36 |
% |
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Quarterly |
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60 |
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None |
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Total Directional |
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5,555,777 |
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5,970,239 |
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15.05 |
% |
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Equity Strategies: |
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Atlas Fundamental Trading Fund, L.P. |
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550,000 |
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598,510 |
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1.51 |
% |
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Quarterly |
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45 |
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None |
Bluefin Investors, L.P. |
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1,295,918 |
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1,348,034 |
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3.40 |
% |
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Quarterly |
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35 |
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None |
Cedar Hill Onshore Mortgage Opportunity Fund, L.P. |
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44,573 |
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47,965 |
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0.12 |
% |
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Quarterly |
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180 |
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None |
Cobalt Partners, L.P. |
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925,000 |
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1,014,726 |
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2.56 |
% |
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Semi-annually |
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60 |
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Aug. 31, 2011 |
Corsair Select, L.P. |
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646,161 |
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646,161 |
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1.63 |
% |
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Quarterly (4) |
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75 |
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Apr. 30, 2011 / Aug. 31, 2011 |
Expo Health Sciences Fund, L.P. |
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1,906,709 |
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2,088,556 |
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5.26 |
% |
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Quarterly |
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30 |
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None |
GEM Realty Securities, L.P. Class A |
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375,000 |
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453,099 |
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1.14 |
% |
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Annually |
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60 |
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None |
GEM Realty Securities, L.P. Class B |
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475,000 |
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565,082 |
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1.42 |
% |
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Quarterly |
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60 |
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None |
Iridian Opportunity Fund, L.P. |
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1,554,458 |
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1,556,260 |
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3.92 |
% |
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Monthly |
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30 |
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None |
JANA Partners Qualified, L.P. |
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358,705 |
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440,722 |
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1.11 |
% |
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Quarterly |
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60 |
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None (7) |
JANA Piranha Fund, L.P. |
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44,649 |
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25,280 |
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0.06 |
% |
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N/A |
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N/A |
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Side Pocket (8) |
JAT Capital Domestic Fund, L.P. |
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92,908 |
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119,627 |
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0.30 |
% |
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Quarterly |
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45 |
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None |
Riley Paterson Asian Opportunities Fund |
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1,158,438 |
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1,131,177 |
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2.85 |
% |
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Monthly |
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30 |
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None |
Tree Capital Equity Fund I, L.P. |
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500,000 |
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492,035 |
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1.24 |
% |
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Monthly |
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60 |
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None |
Turner Long/Short Equity, L.P. |
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|
101,581 |
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|
106,582 |
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0.27 |
% |
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Quarterly |
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45 |
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None |
Two Sigma Spectrum U.S. Fund, L.P. |
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1,225,000 |
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|
1,704,009 |
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4.29 |
% |
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Quarterly |
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55 |
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None |
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Total Equity Strategies |
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11,254,100 |
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12,337,825 |
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31.08 |
% |
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2
Old Mutual Absolute Return Master Fund, L.L.C.
Schedule of Investments (concluded)
March 31, 2011
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% of |
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Fair |
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Members |
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Notice |
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Portfolio Fund |
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Cost |
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Value |
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Capital(1) |
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Liquidity(2) |
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Period |
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Lock-Up(6) |
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Event Driven: |
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Atwater Capital Partners, L.P. |
|
$ |
1,035,536 |
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$ |
1,105,702 |
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2.79 |
% |
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Quarterly |
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45 |
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None |
GCA Credit Opportunities Fund LLC |
|
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1,822,011 |
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|
|
2,123,813 |
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5.34 |
% |
|
Quarterly |
|
|
60 |
|
|
None |
GoldenTree Partners, L.P. |
|
|
197,509 |
|
|
|
219,074 |
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|
|
0.55 |
% |
|
|
N/A |
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|
N/A |
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Side Pocket (8) |
Greywolf Capital Partners II, L.P. |
|
|
16,960 |
|
|
|
14,117 |
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|
|
0.04 |
% |
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|
N/A |
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|
N/A |
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Side Pocket (8) |
Hylas Capital Partners, L.P. |
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|
250,000 |
|
|
|
309,207 |
|
|
|
0.78 |
% |
|
Quarterly |
|
|
60 |
|
|
None |
Kingdon Credit Partners, L.P. |
|
|
1,136,012 |
|
|
|
1,230,936 |
|
|
|
3.10 |
% |
|
Quarterly |
|
|
90 |
|
|
None |
Octavian Global Fund, L.P. |
|
|
44,375 |
|
|
|
44,375 |
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|
|
0.11 |
% |
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|
N/A |
|
|
|
N/A |
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Side Pocket (8) |
RoundKeep Global Fund, L.P. |
|
|
1,505,957 |
|
|
|
1,527,716 |
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|
|
3.85 |
% |
|
Quarterly |
|
|
65 |
|
|
None |
Southpaw Credit Opportunity Partners, L.P. |
|
|
775,000 |
|
|
|
969,260 |
|
|
|
2.44 |
% |
|
Quarterly |
|
|
60 |
|
|
None |
Stone Lion Fund, L.P. |
|
|
1,274,827 |
|
|
|
1,342,491 |
|
|
|
3.38 |
% |
|
Quarterly |
|
|
90 |
|
|
None |
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Total Event Driven |
|
|
8,058,187 |
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|
|
8,886,691 |
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|
22.38 |
% |
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Opportunistic: |
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D.E. Shaw Composite Fund, LLC |
|
|
46,770 |
|
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|
40,095 |
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|
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0.10 |
% |
|
|
N/A |
|
|
|
N/A |
|
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Side Pocket (8) |
Everest Capital Global, L.P. |
|
|
525,000 |
|
|
|
569,935 |
|
|
|
1.44 |
% |
|
Quarterly |
|
|
60 |
|
|
None (9) |
Manikay Onshore Fund, L.P. |
|
|
1,461,551 |
|
|
|
1,501,303 |
|
|
|
3.78 |
% |
|
Quarterly |
|
|
65 |
|
|
None |
Perry Partners, L.P. |
|
|
1,000,000 |
|
|
|
1,213,547 |
|
|
|
3.06 |
% |
|
Quarterly |
|
|
90 |
|
|
None |
Wexford Spectrum Fund, L.P. |
|
|
935,000 |
|
|
|
1,053,380 |
|
|
|
2.65 |
% |
|
Quarterly |
|
|
90 |
|
|
None |
|
|
|
|
|
|
|
|
|
|
|
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Total Opportunistic |
|
|
3,968,321 |
|
|
|
4,378,260 |
|
|
|
11.03 |
% |
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|
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|
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Protection Strategy: |
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Nisswa Tail Hedge Fund, L.P. |
|
|
325,000 |
|
|
|
281,642 |
|
|
|
0.71 |
% |
|
Monthly |
|
|
30 |
|
|
None |
|
|
|
|
|
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|
|
|
|
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|
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Total Protection Strategy |
|
|
325,000 |
|
|
|
281,642 |
|
|
|
0.71 |
% |
|
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|
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|
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|
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|
|
Total Portfolio Funds |
|
|
29,161,385 |
|
|
|
31,854,657 |
|
|
|
80.25 |
% |
|
|
|
|
|
|
|
|
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|
|
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Cash Equivalent: |
|
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|
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|
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SDIT Prime Obligation Fund, Class A, 0.100% (5) |
|
|
2,589,529 |
|
|
|
2,589,529 |
|
|
|
6.52 |
% |
|
Daily |
|
None |
|
None |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Cash Equivalent |
|
|
2,589,529 |
|
|
|
2,589,529 |
|
|
|
6.52 |
% |
|
|
|
|
|
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|
|
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|
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|
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|
|
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|
|
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Total Investments |
|
$ |
31,750,914 |
|
|
$ |
34,444,186 |
|
|
|
86.77 |
% |
|
|
|
|
|
|
|
|
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|
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(1) |
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Percentages are based on Members Capital at March 31, 2011 of $39,697,158. |
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(2) |
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Liquidity terms shown apply after lock-up provisions. Redemption fees may apply. Please see |
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Note 11.L. of the Notes to the Financial Statements. |
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(3) |
|
25% can be redeemed on January 31, April 30, July 31 and October 31. |
|
(4) |
|
25% can be redeemed on March 31, June 30, September 30. Full redemptions
permitted on December 31. |
|
(5) |
|
The rate shown is the 7-day effective yield as of
March 31, 2011. |
|
(6) |
|
Represents the expiration date(s) of any applicable
lock-up provisions. |
|
(7) |
|
Less than 6% of the investment has
been deemed a side pocket investment. |
|
(8) |
|
Represents a side pocket balance which will be liquidated upon
monetization of assets held in the side pocket. Please see Note 11.L. of
the Notes to the Financial Statements. |
|
(9) |
|
No more than 50% can be redeemed in any quarter. |
The accompanying notes are an integral part of the financial statements.
3
Old Mutual Absolute Return Master Fund, L.L.C.
Statement of Assets and Liabilities
March 31, 2011
|
|
|
|
|
Assets |
|
|
|
|
Investments in Portfolio Funds, at fair value (cost $29,161,385) |
|
$ |
31,854,657 |
|
Cash equivalent, at fair value (cost $2,589,529) |
|
|
2,589,529 |
|
Receivable for investments sold |
|
|
4,878,227 |
|
Fund investments made in advance |
|
|
1,900,000 |
|
Prepaid insurance fees |
|
|
5,684 |
|
Interest receivable |
|
|
325 |
|
|
|
|
|
Total assets |
|
|
41,228,422 |
|
|
|
|
|
|
|
|
|
|
Liabilities |
|
|
|
|
Redemption payable |
|
|
1,418,300 |
|
Professional fees payable |
|
|
97,977 |
|
Payable to Adviser |
|
|
5,707 |
|
Administration fees payable |
|
|
4,166 |
|
Board of Managers fees payable |
|
|
3,750 |
|
Other accrued expenses |
|
|
1,364 |
|
|
|
|
|
Total liabilities |
|
|
1,531,264 |
|
|
|
|
|
|
|
|
|
|
Net assets |
|
$ |
39,697,158 |
|
|
|
|
|
|
|
|
|
|
Members capital |
|
|
|
|
Net capital |
|
$ |
36,307,115 |
|
Accumulated net investment loss |
|
|
(1,097,535 |
) |
Accumulated net realized gain on Portfolio Funds |
|
|
1,794,306 |
|
Net unrealized appreciation/depreciation
on investments in Portfolio Funds |
|
|
2,693,272 |
|
|
|
|
|
Total members capital |
|
$ |
39,697,158 |
|
|
|
|
|
The accompanying notes are an integral part of the financial statements.
4
Old Mutual Absolute Return Master Fund, L.L.C.
Statement of Operations
For the year
ended March 31, 2011
|
|
|
|
|
Investment Income: |
|
|
|
|
Interest |
|
$ |
1,673 |
|
|
|
|
|
|
|
|
|
|
Expenses: |
|
|
|
|
Professional fees |
|
|
225,766 |
|
Insurance fees |
|
|
47,833 |
|
Due diligence fees |
|
|
12,702 |
|
Board of Managers fees |
|
|
7,500 |
|
Administration fee |
|
|
5,000 |
|
Custody fee |
|
|
1,760 |
|
Printing fees |
|
|
1,334 |
|
Filing fees |
|
|
1,016 |
|
Other expenses |
|
|
4,622 |
|
|
|
|
|
Total expenses |
|
|
307,533 |
|
|
|
|
|
Net Investment Loss |
|
|
(305,860 |
) |
|
|
|
|
|
|
|
|
|
Net realized and unrealized gain (loss)
on investments in Portfolio Funds |
|
|
|
|
Net realized gain on investments in Portfolio Funds |
|
|
339,495 |
|
Net change in unrealized appreciation/depreciation on investments in Portfolio Funds |
|
|
1,223,114 |
|
|
|
|
|
|
|
|
|
|
Net realized and unrealized gain
on investments in Portfolio Funds |
|
|
1,562,609 |
|
|
|
|
|
|
|
|
|
|
Net Increase in Members Capital
Derived from Investment Activities |
|
$ |
1,256,749 |
|
|
|
|
|
The accompanying notes are an integral part of the financial statements.
5
Old Mutual Absolute Return Master Fund, L.L.C.
Statements of Changes in Members Capital
|
|
|
|
|
|
|
|
|
|
|
For the year |
|
|
For the year |
|
|
|
ended |
|
|
ended |
|
|
|
March 31, 2011 |
|
|
March 31, 2010 |
|
From Investment Activities: |
|
|
|
|
|
|
|
|
Net investment loss* |
|
$ |
(305,860 |
) |
|
$ |
(263,779 |
) |
Net realized gain (loss) on investments
in Portfolio Funds |
|
|
339,495 |
|
|
|
(296,091 |
) |
Net change in unrealized appreciation/depreciation
on investments in Portfolio Funds |
|
|
1,223,114 |
|
|
|
1,555,403 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase in Members Capital
derived from investment activities |
|
|
1,256,749 |
|
|
|
995,533 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Members Capital Transactions: |
|
|
|
|
|
|
|
|
Proceeds from sales of Interests |
|
|
4,479,887 |
|
|
|
5,958,900 |
|
Net assets from reorganization** |
|
|
15,704,170 |
|
|
|
|
|
Redemptions of Interests |
|
|
(3,127,632 |
) |
|
|
(1,536,000 |
) |
|
|
|
|
|
|
|
Total Members Capital Transactions |
|
|
17,056,425 |
|
|
|
4,422,900 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Increase in Members Capital: |
|
|
18,313,174 |
|
|
|
5,418,433 |
|
Members Capital at Beginning of year |
|
|
21,383,984 |
|
|
|
15,965,551 |
|
|
|
|
|
|
|
|
Members Capital at End of year |
|
$ |
39,697,158 |
|
|
$ |
21,383,984 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated net investment loss |
|
$ |
(1,097,535 |
) |
|
$ |
(791,675 |
) |
|
|
|
|
|
|
|
|
|
|
* |
|
Investment income less net expenses. |
|
** |
|
See Note 9 for further details. |
The accompanying notes are an integral part of the financial statements.
6
Old Mutual Absolute Return Master Fund, L.L.C.
Statement of Cash Flows
For the year
ended March 31, 2011
|
|
|
|
|
Cash Flows From Operating Activities |
|
|
|
|
Net increase in Members Capital derived from investment activities |
|
$ |
1,256,749 |
|
Adjustments to reconcile net increase in Members Capital derived
from investment activities to net cash used in operating activities: |
|
|
|
|
Purchases of Portfolio Funds, at fair value |
|
|
(8,195,095 |
) |
Proceeds from sales of Portfolio Funds |
|
|
8,475,803 |
|
Net realized gain on investments in Portfolio Funds |
|
|
(339,495 |
) |
Net change in unrealized appreciation/depreciation
on investments in Portfolio Funds |
|
|
(1,223,114 |
) |
Changes in operating assets and liabilities: |
|
|
|
|
Increase in receivable for investments sold |
|
|
(1,542,305 |
) |
Increase in prepaid insurance fees |
|
|
(4,040 |
) |
Increase in interest receivable |
|
|
(60 |
) |
Increase in Fund investments made in advance |
|
|
(825,000 |
) |
Increase in payable to Adviser |
|
|
508 |
|
Increase in professional fees payable |
|
|
19,466 |
|
Increase in administration fees payable |
|
|
833 |
|
Increase in other accrued expenses |
|
|
342 |
|
|
|
|
|
Net cash used in operating activities |
|
|
(2,375,408 |
) |
|
|
|
|
|
|
|
|
|
Cash Flows from Financing Activities |
|
|
|
|
Proceeds from sale of Interests |
|
|
4,479,887 |
|
Cash received from reorganization* |
|
|
2,219,005 |
|
Redemption of Interests, net of change in redemption payable |
|
|
(2,466,632 |
) |
|
|
|
|
Net cash provided by financing activities |
|
|
4,232,260 |
|
|
|
|
|
|
|
|
|
|
Net increase in cash equivalents |
|
|
1,856,852 |
|
Cash equivalents, beginning of year |
|
|
732,677 |
|
|
|
|
|
Cash equivalents, end of year |
|
$ |
2,589,529 |
|
|
|
|
|
|
|
|
|
|
Supplemental Schedule of Non-Cash Financing Activities |
|
|
|
|
Redemption payable |
|
$ |
1,418,300 |
|
|
|
|
|
|
|
|
|
|
Non-cash contributions received from reorganization*: |
|
|
|
|
Investments in Portfolio Funds |
|
$ |
10,911,442 |
|
Receivables for investments sold |
|
|
3,040,625 |
|
Other assets |
|
|
1,806 |
|
Redemptions payable |
|
|
(445,300 |
) |
Payable to Adviser |
|
|
(768 |
) |
Other liabilities |
|
|
(22,640 |
) |
|
|
|
* |
|
See Note 9 for further details. |
The accompanying notes are an integral part of the financial statements.
7
Old Mutual Absolute Return Master Fund, L.L.C.
Financial Highlights
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the |
|
|
For the |
|
|
For the |
|
|
For the |
|
|
November 1, 2006* |
|
|
|
year ended |
|
|
year ended |
|
|
year ended |
|
|
year ended |
|
|
to |
|
|
|
March 31, 2011 |
|
|
March 31, 2010 |
|
|
March 31, 2009 |
|
|
March 31, 2008 |
|
|
March 31, 2007 |
|
|
|
|
Total Return |
|
|
5.37 |
% |
|
|
5.05 |
% |
|
|
(1.73 |
)% |
|
|
8.83 |
% |
|
|
3.95 |
% (1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net assets, end of period (in 000s) |
|
$ |
39,697 |
|
|
$ |
21,384 |
|
|
$ |
15,966 |
|
|
$ |
12,957 |
|
|
$ |
11,017 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ratio to average members capital: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses (2) |
|
|
1.30 |
% |
|
|
1.45 |
% |
|
|
0.98 |
% |
|
|
2.86 |
% |
|
|
2.93 |
% (3) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment loss |
|
|
(1.30 |
)% |
|
|
(1.43 |
)% |
|
|
(0.68 |
)% |
|
|
(2.56 |
)% |
|
|
(2.52) |
% (3) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Portfolio turnover rate (5) |
|
|
37.47 |
% |
|
|
35.03 |
% |
|
|
52.98 |
% |
|
|
25.01 |
% |
|
|
2.52 |
% (4) |
|
|
|
* |
|
Commencement of operations. |
|
(1) |
|
Total return is for the period indicated and has not been
annualized. |
|
(2) |
|
Expenses of Portfolio Funds are not included in the
expense ratio. |
|
(3) |
|
Annualized. |
|
(4) |
|
Not annualized. |
|
(5) |
|
Portfolio turnover rate is the lesser of purchases or proceeds from sales of
investments in Portfolio Funds during the period divided by the average value of
investments in Portfolio Funds held during the year. |
Note: The expense ratios, the net investment loss ratio, and the total return percentages are
calculated for the Members taken as a whole. The computation of such ratios and return based on the
amount of expenses charged to any specific Member may vary from the overall ratios presented in the
financial statements as a result of the timing of capital transactions. The total return and ratios
for the year ended March 31, 2011 were calculated before the reorganization with Old Mutual
Emerging Managers Master Fund L.L.C.
The accompanying notes are an integral part of the financial statements.
8
Old Mutual Absolute Return Master Fund, L.L.C.
Notes to Financial Statements
March 31, 2011
1. Organization
Old Mutual Absolute Return Master Fund, L.L.C. (the Fund) is a Delaware limited liability company
that is registered under the Investment Company Act of 1940, as amended (the 1940 Act) with the
United States Securities and Exchange Commission (SEC), as a non-diversified, closed-end,
management investment company, which was formed on April 25, 2006 and commenced operations on
November 1, 2006. The Fund is a master fund in a master/feeder structure into which its feeder
funds, Old Mutual Absolute Return Fund, L.L.C. (the Feeder Fund) and Old Mutual Absolute Return
Institutional Fund, L.L.C. (the Institutional Feeder Fund), (collectively, the Feeders or
Members), invest substantially all of their assets. As of March 31, 2011, the Feeder Funds
investment in the Fund represented 89.8% of Members Capital and the Institutional Feeder Funds
investment in the Fund represented 10.2% of Members Capital.
The Fund employs a fund of funds investment program that enables eligible investors, through one
investment, to participate in the investment programs of a professionally selected group of asset
managers without being subject to the high minimum investment requirements that many asset managers
typically impose. The Fund is similar to a private investment fund in that it is actively managed
and interests in the Feeders (Interests) are sold solely to high net worth individual and
institutional investors, but differs from a typical private investment fund in that it has
registered as an investment company under the 1940 Act.
The Funds investment objective is to seek to generate attractive returns while attempting to
reduce volatility. The Fund invests its assets primarily in private investment funds, joint
ventures, investment companies and other similar investment vehicles (Portfolio Funds) that are
managed by a select group of portfolio managers (Portfolio Managers) that invest in a variety of
financial markets and utilize a broad range of alternative investment strategies.
In December 2010, the Board of Managers of the Fund approved the merger of Old Mutual Emerging
Managers Master Fund, L.L.C. (EMMF) into the Fund. The reorganization occurred as of March 31,
2011, at which time members of EMMF were issued their pro-rata share of interests of the Fund. See
Note 9 for further details.
2. Summary of Significant Accounting Policies
Basis of Presentation
The Funds financial statements are prepared in conformity with accounting principles generally
accepted in the United States of America (GAAP) and the rules and regulations of the SEC. The
following is a summary of the significant accounting policies followed by the Fund:
9
Old Mutual Absolute Return Master Fund, L.L.C.
Notes to Financial Statements (continued)
2. Summary of Significant Accounting Policies (continued)
A. Use of Estimates
The preparation of financial statements in conformity with GAAP requires the Adviser to make
estimates and assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from these estimates.
B. Valuation of Portfolio Investments at Fair Value and Investment Transactions
GAAP establishes a fair value hierarchy and specifies that a valuation technique used to measure
fair value shall maximize the use of observable inputs and minimize the use of unobservable inputs.
The objective of a fair value measurement is to determine the price that would be received to sell
an asset or paid to transfer a liability in an orderly transaction between market participants at
the measurement date (an exit price). Accordingly, the fair value hierarchy gives the highest
priority to quoted prices (unadjusted) in active markets for identical assets or liabilities (Level
1) and the lowest priority to unobservable inputs (Level 3).
The three levels of the fair value hierarchy under GAAP are described below:
|
|
Level 1 Unadjusted quoted prices in active markets for identical, unrestricted assets or
liabilities that the Fund has the ability to access at the measurement date; |
|
|
|
Level 2 Quoted prices which are not active, or inputs that are observable (either directly
or indirectly) for substantially the full term of the asset or liability; and |
|
|
|
Level 3 Prices, inputs or exotic modeling techniques which are both significant to the
fair value measurement and unobservable (supported by little or no market activity). |
The net asset value of the Fund is determined by or at the discretion of the Adviser as of the
close of business as of the end of each month in accordance with the valuation principles as may be
determined from time to time pursuant to policies established by the Funds Board of Managers (the
Board). The net asset value of the Fund is primarily based on the fair value of each of its
interests in Portfolio Funds.
10
Old Mutual Absolute Return Master Fund, L.L.C.
Notes to Financial Statements (continued)
2. Summary of Significant Accounting Policies (continued)
As permitted under GAAP, the investments in portfolio funds are valued, as a practical expedient,
utilizing the net asset valuations provided by the underlying portfolio funds, without adjustment,
when the net asset valuations of the portfolio funds are calculated (or adjusted by the Fund if
necessary) in a manner consistent with GAAP for investment companies. As a general matter, the
fair value of the Funds interest in a Portfolio Fund represents the amount that the Fund could
reasonably expect to receive from the Portfolio Fund if the Funds interest were redeemed at the
time of valuation, based on information reasonably available at the time the valuation is made and
that the Fund believes to be reliable.
The Funds valuation procedures require the Adviser to consider all relevant information available
at the time the Fund values its assets. The Adviser or, in certain cases, the Funds Board, will
consider such information, and may conclude in certain circumstances that the information provided
by a Portfolio Manager does not represent the fair value of the Funds interests in a Portfolio
Fund. Following procedures adopted by the Board, in the absence of specific transaction activity in
interests in a particular Portfolio Fund, the Fund could consider whether it was appropriate, in
light of all relevant circumstances, to value such a position at the Portfolio Funds net asset
value as reported at the time of valuation, or whether to adjust such value to reflect a premium or
discount to net asset value. In its determination of fair value the Board considers subscription
and redemption rights, including any restrictions on the redemptions from the Portfolio Funds.
Investments in portfolio funds are included in either Level 2 or 3 of the fair value hierarchy. In
determining the level, the Fund considers the length of time until the investment is redeemable
including notice and lock up periods or any other restriction on the disposition of the investment.
The Fund also considers the nature of the portfolios of the portfolios of the underlying portfolio funds and their ability to liquidate their underlying investments. Any such
decision must be made in good faith, and subject to the review and supervision of the Board.
Realized gains and losses from Portfolio Fund transactions are calculated on the identified cost
basis. Investment transactions are recorded on the effective date of the subscription to or
redemption from the Portfolio Fund.
Interest income is recorded on an accrual basis and consists of interest earned on cash and cash
equivalents.
As required by GAAP, investments are classified within the level of the lowest significant input
considered in determining fair value. Investments classified within Level 3 consider several inputs
and may include Level 1 or Level 2 inputs as components of the overall fair value measurement.
11
Old Mutual Absolute Return Master Fund, L.L.C.
Notes to Financial Statements (continued)
2. Summary of Significant Accounting Policies (continued)
The table below sets forth information about the level within the fair value hierarchy at which the
Funds investments are measured at March 31, 2011:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Level 1 |
|
|
|
|
|
|
|
|
|
|
|
|
Quoted Prices |
|
|
Level 2 |
|
|
|
|
|
|
|
|
|
in Active |
|
|
Significant |
|
|
Level 3 |
|
|
|
|
|
|
Markets for |
|
|
Other |
|
|
Significant |
|
|
|
|
|
|
Identical |
|
|
Observable |
|
|
Unobservable |
|
|
Total as of |
|
Assets (at fair value) |
|
Assets |
|
|
Inputs |
|
|
Inputs |
|
|
March 31, 2011 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments in Portfolio Funds |
|
$ |
|
|
|
$ |
31,438,721 |
|
|
$ |
415,936 |
* |
|
$ |
31,854,657 |
|
Cash Equivalent |
|
|
2,589,529 |
|
|
|
|
|
|
|
|
|
|
|
2,589,529 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
2,589,529 |
|
|
$ |
31,438,721 |
|
|
$ |
415,936 |
|
|
$ |
34,444,186 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
Level 3 investments consist of the following Portfolio Funds: Cedar Hill Onshore
Mortgage Opportunity Fund, L.P, JANA Piranha Fund, L.P., GoldenTree Partners, L.P., Greywolf
Capital Partners II, L.P., the side pocket portion equal to $25,030 of Jana Partners Qualified LP
and Octavian Global Fund, LP and D.E. Shaw Composite Fund, LLC. |
The following is a reconciliation of the investments in which significant unobservable inputs
(Level 3) were used in determining value:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning |
|
|
Realized and |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ending |
|
|
Balance as of |
|
|
unrealized |
|
|
Net purchase/ |
|
|
Transfer in |
|
|
|
|
|
|
Balance as of |
|
|
April 1, 2010 |
|
|
gains/(losses) |
|
|
sales |
|
|
from merger |
|
|
Transfer in/out |
|
|
March 31, 2011 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
1,441,454 |
|
|
$ |
(8,672 |
) |
|
$ |
(800,275 |
) |
|
$ |
202,546 |
|
|
$ |
(419,117 |
) |
|
$ |
415,936 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Realized and unrealized gains and losses are included in net gain (loss) on investments in the
Statement of Operations. The change in unrealized gains (losses) for the year ended March 31, 2011
for investments still held at March 31, 2011 of $(29,863) is reflected in net change in unrealized
appreciation/depreciation on investments in Portfolio Funds.
There were no transfers during the year ended March 31, 2011, between Level 1 and Level 2. For the
year ended March 31, 2011, there have been no significant changes to the Funds fair value
methodologies.
Of the Level 2 investments presented above, some equity investments were considered level 3
investments at the beginning of the year. The primary reasons for changes in the classifications
between levels 2 and 3 are changes to the liquidity of the Funds Portfolio Investments or changes
to underlying portfolio leveling of such Portfolio Investments. The dollar amounts of such
transfers are disclosed in the table above.
12
Old Mutual Absolute Return Master Fund, L.L.C.
Notes to Financial Statements (continued)
2. Summary of Significant Accounting Policies (continued)
C. Income Taxes
Counsel to the Fund rendered an opinion that the Fund will be classified as a partnership and not
as an association taxable as a corporation for Federal tax purposes. Counsel to the Fund also
rendered its opinion that, under a facts and circumstances test, the Fund will not be treated as
a publicly traded partnership taxable as a corporation. Accordingly, the Fund should not be
subject to Federal income tax, and each Member will be required to report on its own annual tax
return such Members distributive share of the Funds taxable income or loss.
The Fund evaluates tax positions taken or expected to be taken in the course of preparing the
Funds tax returns to determine whether it is more-likely than-not (i.e., greater than
50-percent) that each tax position will be sustained upon examination by a taxing authority based
on the technical merits of the position. Tax positions not deemed to meet the more-likely-than-not
threshold are recorded as a tax benefit or expense in the current year. The Fund did not record any
tax provision in the current period. However, managements conclusions regarding tax positions
taken may be subject to review and adjustment at a later date based on factors including, but not
limited to, examination by tax authorities (i.e., the last 3 tax year ends, as applicable),
on-going analysis of and changes to tax laws, regulations and interpretations thereof. Management
of the Fund does not expect that its assessment regarding unrecognized tax benefits will materially
change over the next twelve months.
As of and during the year ended March 31, 2011, the Fund did not have a liability for any
unrecognized tax benefits. The Fund recognizes interest and penalties, if any, related to
unrecognized tax benefits as income tax expense in the Statement of Operations. During the year
ended March 31, 2011, the Fund did not incur any significant interest or penalties.
The Fund files an income tax return in the U.S. federal jurisdiction, U.S. states or foreign
jurisdiction authorities in the areas of income taxes. These potential examinations may include
questioning and the timing and amount of deductions, the nexus of income among various tax
jurisdictions and compliance with U.S. federal, U.S. state and foreign tax laws.
The aggregate income tax basis of investments was approximately $29,705,000. Net unrealized
appreciation on investments for income tax purposes was approximately $2,150,000, consisting of
$2,616,000 of gross unrealized appreciation and $(466,000) of gross unrealized depreciation.
D. Distributions from Portfolio Funds
Distributions from Portfolio Funds will be classified as investment income or realized gains in the
Statements of Operations, or alternatively, as a decrease to the cost of the investments based on
the U.S. income tax characteristics of the distribution if such information is available. In cases
where the tax characteristics are not available, such distribution will be classified as investment
income.
13
Old Mutual Absolute Return Master Fund, L.L.C.
Notes to Financial Statements (continued)
2. Summary of Significant Accounting Policies (concluded)
E. Cash Equivalent
As of March 31, 2011, cash equivalent consists of an investment in a money market fund affiliated
with the Administrator (as defined in Note 3).
F. Accounting Pronouncements Recently Issued or Adopted
In May 2011, the FASB issued ASU 2011-04, Fair Value Measurement and Disclosure (Topic 820):
Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and
IFRS. The amendments in this Update explain how to measure fair value and consequently, the
amendments change the wording used to describe many of the requirements in U.S. GAAP for measuring
fair value and for disclosing information about fair value measurements. They do not require
additional fair value measurements and are not intended to establish valuation standards or affect
valuation practices outside of financial reporting. The amendments include requirements specific to
measuring the fair value of those instruments, such as equity interests issued as consideration in
a business combination. Those amendments are consistent with the requirements for measuring the
fair value of liabilities and specify that a reporting entity should measure the fair value of its
own equity instrument from the perspective of a market participant that holds that instrument as an
asset. The amendments in this Update clarify that the application of premiums and discounts in a
fair value measurement is related to the unit of account for the asset or liability being measured
at fair value. The amendments expand the disclosures about fair value measurements categorized
within Level 3 of the fair value hierarchy: (1) The valuation processes used by the reporting
entity (2) The sensitivity of the fair value measurement to changes in unobservable inputs and the
interrelationships between those unobservable inputs, if any. The amendments are effective during
interim and annual periods beginning after December 15, 2011. Early application by public entities
is not permitted. At this time the Fund is evaluating the implications of the amendments to ASC 820
and the impact on the financial statements.
3. Related Party Transactions and Other
A. Related Party Transactions
Larch Lane Advisors LLC (the Adviser), a Delaware limited liability company, serves as the
investment adviser of the Fund. The Adviser is a registered investment adviser (RIA) under the
Investment Advisers Act of 1940, as amended (the Advisers Act). LLA Holdings, LLC, the special
member of the Adviser, owns a majority of the Adviser and is an indirect majority-owned subsidiary
of Old Mutual (US) Holdings, Inc. (OMUSH), which is a wholly- owned subsidiary of Old Mutual plc,
a London exchange listed international financial services firm. The Adviser is responsible for
developing, implementing and supervising the Funds investment program and providing day-to-day
management services to the Institutional Feeder Fund. The Adviser has also paid various expenses
for the Fund for which the Fund has a non-interest bearing payable which is due upon demand. The
accompanying Statement of Assets and Liabilities includes a payable to Adviser of $5,707.
14
Old Mutual Absolute Return Master Fund, L.L.C.
Notes to Financial Statements (continued)
3. Related Party Transactions and Other (concluded)
Under the agreement with the Adviser, the Fund does not pay any investment management fee to the
Adviser. The fees are paid at the Feeder Fund level. However, under the agreement, in the event the
Adviser ceases to serve as the Adviser to each Feeder, the Master Fund would then be subject to a fee that is calculated and payable in accordance with the lowest annual rate that had
most recently been charged by the Adviser to a Feeder.
The Fund and the Feeder Fund have entered into a Master/Feeder Agreement dated October 13, 2006,
and the Fund and the Institutional Feeder Fund have entered into a Master/Feeder Agreement dated
February 8, 2007. Pursuant to the agreements, the Fund and the Feeders will each have the same investment
objective and substantially the same investment policies. The Feeders will pursue their investment
objectives by investing on an ongoing basis substantially all of their investable assets in the
Fund in exchange for limited liability company interests in the Fund. The Master/Feeder Agreements
will remain in effect unless terminated by the Fund or the Feeders.
B. Other
Pursuant to an administrative services agreement, SEI Investments Global Funds Services (the
Administrator), provides various administrative services to the Fund and the Feeders, including
fund accounting, investor accounting and taxation services, maintaining the register of the Fund
and generally performing all actions related to the issuance and transfer of Interests; reviewing
and, subject to approval by the Fund, accepting subscriptions for Interests and accepting payment
therefore; performing all acts related to the repurchase of Interests; and performing all other
clerical services necessary in connection with the administration of the Fund.
In consideration for the services provided by the Administrator, the Fund pays the Administrator a
monthly fee calculated and assessed monthly in arrears at an annualized rate of 0.01% of the Funds
net assets, subject to a minimum annual fee of $5,000.
SEI Private Trust Company (the Custodian) serves as the custodian for the assets of the Fund. In
consideration for the services provided by the Custodian, the Fund pays the Custodian a monthly fee
at an annualized rate of 0.0075% of the Funds net assets, subject to a minimum annual fee of
$1,500. The agreement will remain in effect unless terminated by the Fund or the Custodian.
The Fund is managed by the Board of Managers (the Board) and each member of the Board who is not
an interested manager of the Fund, as defined by the 1940 Act (the Independent Managers), is
entitled to an annual retainer of $2,500 and will be reimbursed by the Fund for travel-related
expenses. The Independent Managers of the Board are Gerald Hellerman, Paul D. Malek, and George W.
Morriss.
15
Old Mutual Absolute Return Master Fund, L.L.C.
Notes to Financial Statements (continued)
4. Fund Expenses
The Fund bears its own operating expenses. These operating expenses include, but are not limited
to: all investment-related expenses (including, but not limited to, fees paid directly or
indirectly to Portfolio Managers, investment-related interest expenses, all costs and expenses
directly related to portfolio transactions and positions, transfer taxes and premiums and taxes
withheld on foreign dividends); any non-investment related interest expense; fees and disbursements
of any attorneys or accountants engaged on behalf of the Fund; entity-level taxes, audit and tax
preparation fees and expenses; administrative expenses and fees of the Fund; custody expenses of
the Fund; the costs of an errors and omissions/directors and officers liability insurance and a
fidelity bond for the Fund; fees and travel-related expenses of the Board of the Fund who are not
employees of the Adviser or any affiliate of the Adviser; all costs and charges for equipment or
services used in communicating information regarding the Funds transactions among the Adviser and
any custodian or other agent engaged by the Fund; any extraordinary expenses; and such other
expenses as may be approved from time to time by the Board. Amounts shown as expenses in the
Statement of Operations and Financial Highlights include only those expenses charged directly to
the Fund and do not reflect management fees, advisory fees, brokerage commissions and other fees
and expenses incurred by the Portfolio Funds in which the Fund invested. These amounts are included
in realized and unrealized gain (loss) on investments in funds in the Statement of Operations.
The Fund also indirectly bears fees and expenses of the Portfolio Funds. Each Portfolio Manager
generally receives a management fee and a performance fee or allocation with respect to the assets
of Portfolio Funds that it manages. The amount of these fees and allocations varies among
Portfolio Managers, but the management fees are generally expected to be between 1.0%-2.0%, on an
annual basis, of the total assets managed by a Portfolio Manager, and the performance fees or
allocations are generally expected to be between 15%-25% of the net capital appreciation (if any)
in the assets managed by a Portfolio Manager.
5. Borrowings
The Fund is authorized to borrow money for investment purposes, to meet repurchase requests and for
cash management purposes. Borrowings by the Fund are subject to a 300% asset coverage requirement
under the 1940 Act. Portfolio Funds that are not registered investment companies are not subject to
this requirement. The Fund had no borrowings during the year ended March 31, 2011.
16
Old Mutual Absolute Return Master Fund, L.L.C.
Notes to Financial Statements (continued)
6. Capital Accounts and Allocations
The Fund maintains a separate capital account for each Member. The net profits or net losses of the
Fund (including, without limitation, net realized gain or loss and the net change in unrealized
appreciation or depreciation of securities positions) are credited to or debited against the
capital accounts of Members as of the end of each fiscal period in accordance with their respective
investment percentages for the period. Each Members investment percentage is determined each
fiscal period by dividing, as of the commencement of the period, the balance of the Members
capital account by the sum of the balances of the capital accounts of all Members.
A fiscal period begins on the day after the last day of the preceding fiscal period and ends at the
close of business on the first to occur of: (i) the last day of each fiscal year (March 31); (ii)
the last day of each taxable year (December 31); (iii) the day preceding the date as of which any
contributions to the capital of the Fund is made; (iv) any day as of which the Fund repurchases the
Interest (or portion thereof) of any Member; or (v) any day as of which any amount is credit to or
debited from the capital account of any Member other than an amount to be credited to or debited
from the capital accounts of all Members in accordance with their respective investment
percentages.
7. Subscriptions and Redemptions of Interests
The Board may admit one or more Members generally at the beginning of each month; provided,
however, that the Fund may, in the discretion of the Board, admit Members more or less frequently.
No Member or other person holding an Interest or portion thereof shall have the right to require
the Fund to repurchase that Interest or portion thereof. The Board, in its sole discretion and on
such terms and conditions as it may determine, may cause the Fund to repurchase Interests or
portions thereof pursuant to written tenders. In determining whether to cause the Fund to
repurchase Interests or portions thereof pursuant to written tenders, the Board shall consider,
among other things, the recommendation of the Adviser.
8. Financial Instruments with Off-Balance Sheet Risk
In the normal course of business, the Portfolio Funds in which the Fund invests trade various
financial instruments and enter into various investment activities with off-balance sheet risk.
These include, but are not limited to, short selling activities, writing options contracts, and
swap contracts. The Funds risk of loss in the Portfolio Funds is limited to the value of the
Funds Investment.
17
Old Mutual Absolute Return Master Fund, L.L.C.
Notes to Financial Statements (continued)
9. Reorganization
On March 31, 2011, EMMF was reorganized into the Fund. Capital of $15,704,170, which was comprised
of investments, cash, receivables and other assets and liabilities, was provided to the Fund in
exchange for members interests in the Fund. The investments were transferred in at fair value and
therefore there was no unrealized appreciation or depreciation on these investments at March 31,
2011. EMMF and the Fund are both managed by the Adviser.
10. Indemnifications
In the normal course of business, the Fund enters into contracts that contain a variety of
representations which provide general indemnifications. The Funds maximum exposure under these
arrangements is unknown as this would involve future claims that may be against the Fund that have
not yet occurred. However, based on experience, the Fund expects the risk of loss to be remote.
11. Risk and Uncertainties
The Fund invests primarily in Portfolio Funds that are not registered under the 1940 Act which
invest in and actively trade securities and other financial instruments using different strategies
and investment techniques, including leverage, which may involve significant risks. These Portfolio
Funds may invest a high percentage of their assets in specific sectors of the market in order to
achieve a potentially greater investment return. As a result, the Portfolio Funds may be more
susceptible to economic, political, and regulatory developments in a particular sector of the
market, positive or negative, and may experience increased volatility of the Portfolio Funds net
asset value.
The Fund may invest in a limited number of Portfolio Funds. Such concentration may result in
additional risk. The Portfolio Funds may enter into the following transactions and certain of the
related risks are described below:
A. Short Sales
Short sales are sales of securities that are not owned or that are not intended for delivery and
the seller will therefore be obligated to purchase such securities at a future date. The value of
the open short position is recorded as a liability, and the seller records unrealized gain or loss
to the extent of the difference between the proceeds received and the value of the open short
position. A realized gain or loss is recorded when the short position is closed out. By entering
into short sales, the seller bears the market risk of increases in value of the security sold short
in excess of the proceeds received.
18
Old Mutual Absolute Return Master Fund, L.L.C.
Notes to Financial Statements (continued)
11. Risk and Uncertainties (continued)
B. Swap Agreements
A swap contract is a contract under which two parties agree to make periodic payments to each other
based on the value of a security, a specified interest rate, an index or the value of some other
instrument applied to a stated or notional amount. Swaps are subject to various types of risk,
including market risk, liquidity risk, counterparty credit risk, legal risk and operations risk.
C. Options
The Portfolio Funds may buy or write put and call options through listed exchanges and the
over-the-counter market. The buyer has the right, but not the obligation, to purchase (in the case
of a call option) or sell (in the case of a put option) a specified quantity of a specific security
or other underlying asset at a specified price prior to or on a specified expiration date. The
writer of an option is exposed to the risk of loss if the market price of the underlying asset
declines (in the case of a put option) or increases (in the case of a call option). The writer of
an option can never profit by more than the premium paid by the buyer but can lose an unlimited
amount.
D. Futures Contracts
The Portfolio Funds may use futures contracts for hedging and non-hedging purposes. Upon entering
into a futures contract, the Portfolio Funds are required to deposit an amount (initial margin)
equal to a certain percentage of the contract value. Pursuant to the contract, the Portfolio Funds
agree to receive from, or pay to, the broker an amount of cash equal to the daily fluctuation in
the value of the contract. Such receipts or payments are known as variation margin and are
recorded by the Portfolio Funds as unrealized gains or losses. When the contract is closed, the
Portfolio Funds record a realized gain or loss equal to the difference between the value of the
contract at the time it was opened and the value at the time when it was closed. The use of futures
transactions includes the risk of imperfect correlation in movements in the price of futures
contracts, interest rates, underlying hedged assets, and the possible inability of the
counterparties to meet the terms of their contracts.
19
Old Mutual Absolute Return Master Fund, L.L.C.
Notes to Financial Statements (continued)
11. Risk and Uncertainties (continued)
E. Leverage Transactions
In order to obtain more investable cash, the Portfolio Funds may use various forms of leverage
including purchasing securities on margin. Such leverage may allow the Portfolio Funds to increase
partners capital at a greater rate during favorable markets, but also may lead to a more rapid
decrease in partners capital in unfavorable markets. A margin transaction consists of purchasing
an investment with money loaned by a broker and agreeing to repay the broker at a later date.
Interest expense on the outstanding margin balance is based on market rates at the time of the
borrowing.
F. Forward Foreign Currency Contracts
The Portfolio Funds may enter into forward foreign currency contracts. Forward contracts are
over-the-counter contracts for delayed delivery of currency in which the buyer agrees to buy and
the seller agrees to deliver a specified currency at a specified price on a specified date. Because
the terms of forward contracts are not standardized, they are not traded on organized exchanges and
generally can be terminated or closed-out only by agreement of both parties to the contract. All
commitments are marked to market on each valuation date at the applicable foreign exchange rate and
any resulting unrealized gain or loss is recorded on such date. The Portfolio Fund realizes gains
and losses at the time forward contracts are extinguished or closed upon entering into an
offsetting contract.
G. Repurchase Agreements
Repurchase agreements are agreements under which a Portfolio Fund or the Fund purchases securities
from a bank that is a member of the Federal Reserve System, a foreign bank or a securities dealer
that agrees to repurchase the securities from the Portfolio Fund at a higher price on a designated
future date. If the seller under a repurchase agreement becomes insolvent, the Portfolio Funds
right to dispose of the securities may be restricted, or the value of the securities may decline
before the Portfolio Fund is able to dispose of them.
20
Old Mutual Absolute Return Master Fund, L.L.C.
Notes to Financial Statements (continued)
11. Risk and Uncertainties (continued)
H. Reverse Repurchase Agreements
Reverse repurchase agreements are a form of borrowing that involves a sale of a security by a
Portfolio Fund to a bank or securities dealer and the Portfolio Funds simultaneous agreement to
repurchase that security for a fixed price (reflecting a market rate of interest) on a specific
date. These transactions involve a risk that the other party to a reverse repurchase agreement
will be unable or unwilling to complete the transaction as scheduled, which may result in losses to
the Portfolio Fund. Reverse repurchase transactions are a form of leverage and may increase the
volatility of a Portfolio Funds investment portfolio.
I. Lending Portfolio Securities
Portfolio Funds may lend securities held in their portfolios to brokers, dealers and other
financial institutions needing to borrow securities to complete certain transactions. The lending
Portfolio Fund continues to be entitled to payments in amounts equal to the interest, dividends or
other distributions payable on the loaned securities which afford it an opportunity to earn
interest on the amount of the loan and on the loaned securities collateral. Loans of portfolio
securities by a Sub-Manager may not exceed 33-1/3% of the value of a Portfolio Accounts total
assets, and, in respect of such transactions, the Portfolio Fund will receive collateral consisting
of cash, U.S. Government Securities or irrevocable letters of credit which will be maintained at
all times in an amount equal to at least 100% of the current market value of the loaned securities.
A Portfolio Fund might experience loss if the institution with which the Portfolio Fund has engaged
in a portfolio loan transaction breaches its agreement with the Portfolio Fund.
J. When-Issued and Forward Commitment Securities
Portfolio Managers may purchase securities on a when-issued basis and
may purchase or sell securities on a forward commitment basis in order to hedge against anticipated
changes in interest rates and prices. These transactions involve a commitment by a Portfolio Fund
to purchase or sell securities at a future date (ordinarily one or two months later). The price of
the underlying securities, which is generally expressed in terms of yield, is fixed at the time the
commitment is made, but delivery and payment for the securities takes place at a later date. No
income accrues on securities that have been purchased pursuant to a forward commitment or on a
when-issued basis prior to delivery to the Portfolio Fund. When-issued securities and forward
commitments may be sold prior to the settlement date. If a Portfolio Fund disposes of the right to
acquire a when-issued security prior to its acquisition or disposes of its right to deliver or
receive against a forward commitment, it may incur a gain or loss. There is a risk that securities
purchased on a when-issued basis may not be delivered and that the purchaser of securities sold by
a Portfolio Fund on a forward basis will not honor its purchase obligation. In such cases, a
Portfolio Fund may incur a loss.
21
Old Mutual Absolute Return Master Fund, L.L.C.
Notes to Financial Statements (continued)
11. Risk and Uncertainties (continued)
K. Restricted and Illiquid Investments
Portfolio Funds may invest in restricted securities and other investments which are illiquid.
Restricted securities are securities that may not be sold to the public without an effective
registration statement under the Securities Act of 1933 or, if they are unregistered, may be sold
only in a privately negotiated transaction or pursuant to an exemption from registration. Further,
from time to time, certain Portfolio Managers may allocate certain Portfolio Fund assets (which
generally are illiquid) to special investment accounts within the particular Portfolio Fund managed
by the Portfolio Manager (i.e., side pockets or special investment accounts). Generally, the
Portfolio Funds will not be able to withdraw their interest in such side pockets or special
investment accounts until they are disposed of by the Portfolio Manager. The market prices, if any,
for illiquid securities tend to be volatile and a Portfolio Fund may not be able to sell them when
it desires to do so or to realize what it perceives to be their fair value in the event of a sale.
The Funds interests in unregistered Portfolio Funds are themselves illiquid and subject to
substantial restrictions on transfer. The Fund may liquidate an interest and withdraw from an
unregistered Portfolio Fund pursuant to limited withdrawal rights. The illiquidity of these
interests may adversely affect the Fund if it is unable to withdraw its investment in a Portfolio
Fund promptly after it determines to do so.
L. Liquidity
The Portfolio Funds provide for periodic redemptions, with lock-up provisions up to two years from
the initial investment. The liquidity provisions shown on the Schedule of Investments apply after
the lock-up provisions expire.
Certain Portfolio Funds may restrict the ability of investors to redeem their interests in the
fund, whether temporarily or during a liquidation of the Portfolio Fund, and may seek to amend
their liquidity provisions and impose additional restrictions on investor liquidity. Certain
Portfolio Funds may permit withdrawals on a date other than as provided under standard liquidity
terms subject to the payment of certain additional fees or charges.
M. Credit Risk
The Fund will be exposed to credit risk on Portfolio Funds with whom they trade and will always
bear the risk of settlement on default.
22
Old Mutual Absolute Return Master Fund, L.L.C.
Notes to Financial Statements (continued)
11. Risk and Uncertainties (continued)
N. Interest Rate Risk
A number of the underlying funds that the Fund invests in may be interest rate sensitive, which
means that their value and consequently, the Net Asset Value of the Fund, may fluctuate as interest
rates fluctuate.
12. Investment Transactions
For the year ended March 31, 2011, the Fund made investments in Portfolio Funds in the amount of
$8,195,095 and redeemed investments in Portfolio Funds in the amount of 8,475,801.
13. Investments
As of March 31, 2011, the Fund had investments in thirty-six Portfolio Funds, none of which are
related parties.
The Fund limits its investment position in any one Portfolio Fund to less than 5% of the Portfolio
Funds outstanding voting securities, absent an order of the Securities and Exchange Commission
(the SEC) (or assurances from the SEC staff) under which the Funds contribution and withdrawal
of capital from a Portfolio Fund in which it holds 5% or more of the outstanding interests will not
be subject to various 1940 Act prohibitions on affiliated transactions. The Fund also is not
required to adhere to this 5% investment limitation to the extent that it relies on certain SEC
rules that provide exemptions from 1940 Act prohibitions on affiliated transactions. However, to
facilitate investments in smaller Portfolio Funds deemed attractive by the Adviser, the Fund may
purchase non-voting securities of, or waive its right to vote its interests in, Portfolio Funds.
Although the Fund may hold non-voting interests, the 1940 Act and the rules and regulations
thereunder may nevertheless require the Fund to limit its position in any one Portfolio
Fund, if investments in a Portfolio Fund by the Fund will equal or exceed 25% of the Portfolio
Funds assets, or such lower percentage limit as may be determined by the Fund in consultation with
its counsel. These restrictions could change from time to time as applicable laws, rules or
interpretations thereof are modified.
23
Old Mutual Absolute Return Master Fund, L.L.C.
Notes to Financial Statements (continued)
13. Investments (continued)
Portfolio Funds Investment Strategies:
Directional
Directional strategies derive their primary source of return from directional positions in asset
classes. These strategies include global macro funds and commodity trading advisors (CTA). Macro
strategies generally utilize analysis of macro-economic, geopolitical and financial conditions to
establish directional views and seek to capitalize on such views by trading in securities,
commodities, interest rates, currencies and other instruments. CTA strategies also look to
establish directional views on various financial instruments and geographies but generally do so in
a systematic manner.
Equity Strategies
Equity Strategies derive their primary source of return from positions in the equity markets. Stock
selection is of primary importance to these strategies. Equity strategies include long-bias,
short-bias, variable bias and equity market neutral strategies. Long bias managers will always be
net long, short bias managers are expected to maintain a negative net exposure; variable bias
managers can adjust net exposure and be either net long, net short or market neutral; equity market
neutral managers are expected to maintain a net exposure +/-20%.
Event Driven
Event Driven managers will typically employ strategies that involve investing in companies
experiencing significant corporate changes. Mispricings arise from events such as spin-offs,
restructurings, stub trades, or other corporate changes that the broad market does not fully
comprehend and appropriately value. This strategy also includes activist managers who take
controlling stakes in companies and force the event internally.
Opportunistic
Opportunistic strategies derive their primary source of return from a broad range of strategies,
asset classes and securities, investing opportunistically across the broad spectrum of asset
classes. They seek to invest in strategies, asset classes and geographies that they feel exhibit
the best risk/reward profile. These managers are expected to dynamically adjust their exposure and
positions as market opportunities vary.
24
Old Mutual Absolute Return Master Fund, L.L.C.
Notes to Financial Statements (continued)
13. Investments (continued)
Protection Strategies
Protection Strategies are designed to provide a positive rate of return during times of market
stress. These strategies often take the form of being short traditional asset classes, such as
equities or fixed income. These strategies could also feature a long volatility component or other
positions designed to profit during market declines. Protection Strategies are not expected to be
profitable during positive markets.
14. Subsequent Events
Effective April 1, 2011, the Fund made investments in Portfolio Funds in the amount of $2,900,000
(of which $1,900,000 is included in Fund investments made in advance in the statement of Assets and
Liabilities).
Effective April 1, 2011 the Fund changed its name to Larch Lane Multi Strategy Master Fund, L.L.C.
In May 2011, the Fund received $500,000 from two of its underlying investments which were sold at
April 30, 2011.
On May 26, 2011, the Board determined, consistent with the best interests of the Fund and its
Members, to authorize the Funds officers to pursue a liquidation of the Fund. As a result of this
authorization, the Fund has: (i) ceased offering, and is not accepting any purchases of Units, (ii)
terminated and withdrew the offer to repurchase Units that had commenced on April 6, 2011 and (iii)
ceased to make any further offers to repurchase Units. Members will receive a further notification
of the Funds expected liquidation schedule.
25
Old Mutual Absolute Return Master Fund, L.L.C.
Board of Managers and Officers of the Fund (unaudited)
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IN FUND |
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TERM OF |
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COMPLEX |
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NAME, AGE, AND |
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OFFICE*AND |
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OVERSEEN |
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PRESENT OR PAST (WITHIN 5 YEARS) |
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POSITION WITH THE |
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LENGTH OF |
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PRINCIPAL OCCUPATION |
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BY |
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OTHER DIRECTORSHIPS HELD BY |
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FUND |
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TIME SERVED |
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DURING PAST 5 YEARS |
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MANAGER |
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MANAGERS |
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Disinterested Managers |
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Gerald Hellerman
Year of Birth: 1937
Manager
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Indefinite/Since October 2006
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Principal, Hellerman
Associates
(financial and corporate
consulting),
1993 present; Chief
Compliance Officer
and Chief Financial
Officer, The Mexico
Equity and Income Fund,
Inc., June 2001
present; Chief
Compliance Officer and
Chief Financial Officer,
Special
Opportunities Fund, Inc.,
August 2009
present; President,
Innovative Clinical
Solutions, May 2002 2008.
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6 |
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Director, The Mexico Equity and Income
Fund,
Inc., June 2001 present; Director and
Audit-
Chair, MVC Capital Inc., March 2003 -
present;
Director, Brantley Capital, March 2003
- March
2006 and March 2007 present;
Director, Special
Opportunities Fund, Inc., August 2009 -
present;
Director, Innovative Clinical
Solutions, May 2002
- 2008; Director and Audit-Chair,
AirNet Systems,
July 2005 May 2008; Director, FNC
Realty, May
2002 2007; Director, Element
Long/Short Equity,
May 2005 November 2005. |
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Paul D. Malek
Year of Birth: 1967
Manager
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Indefinite/Since October 2006
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General Counsel, Stonehill
Capital
Management LLC, April 2009
-present;
General Counsel, Latigo
Partners, LP
(hedge fund), February
2006 March
2009; Associate, Milbank,
Tweed,
Hadley & McCloy LLP, May
2001
January 2006.
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6 |
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None |
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George W. Morriss
Year of Birth: 1947
Manager
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Indefinite/Since October 2006
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Retired
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6 |
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Trustee/Director, open-end and
closed-end funds
in Neuberger Berman Fund Complex,
February
2007 present; Advisory Director,
Berkshire
Capital Securities, August 2006 -
February 2007
and July 2009 present; Director,
Lehman
Brothers First Trust Income Opportunity
Fund,
July 2003 April 2006; Trustee, Element
Long/Short Funds, March 2005 -
September 2005. |
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Interested Manager |
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Matthew Appelstein**
Year of Birth: 1961
Manager, President
and
Chief Executive
Officer
|
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Indefinite/Since April 2008
|
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Executive Vice
President/Head of Global
Sales and Marketing, Old
Mutual (US)
Holdings Inc., October
2008 present;
Senior Vice President, Old
Mutual (US)
Holdings Inc., October
2006 October
2008; Vice President, Old
Mutual (US)
Holdings, Inc., December
2003 October
2006.
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6 |
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Trustee, TS&W/Claymore Tax-Advantage
Balanced Fund, November 2004 present;
Trustee,
Old Mutual/Claymore Long-Short Fund,
April
2005 present; Director, Old Mutual
Global Funds
plc, May 2008 present; Trustee, Old
Mutual
Investment Partners, August 2009
present;
Manager, Director, Old Mutual Asset
Management
International, Ltd., November 2009
present. |
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NAME, AGE, AND POSITION WITH THE
FUND |
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TERM OF OFFICE*AND LENGTH
OF TIME SERVED |
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PRINCIPAL OCCUPATION DURING PAST 5 YEARS
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Officers |
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Ross Weissman |
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Indefinite/Since October 2006 |
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Chief Financial Officer, Larch Lane Advisors LLC, 2005 present;
Controller and Chief Financial Officer, Larch Lane Advisors LP, 1999
2005. |
Year of Birth: 1970
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Treasurer and Chief Financial Officer |
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Stephen A. McShea |
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Indefinite/Since September 2009 |
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Chief Compliance Officer and General Counsel, Larch Lane Advisors
LLC, June 2009 present; Associate, Dechert LLP, May 2004
February 2009. |
Year of Birth: 1971
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Chief Compliance
Officer |
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The business address of each Manager and Officer is c/o Larch Lane Advisors LLC, 800 Westchester Avenue, S-618, Rye Brook, New York 10573. |
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* |
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Officer of the Fund until such time as his or her successor is duly
elected and qualified. |
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** |
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Mr. Appelstein is a Manager who may be deemed an interested person
of the Fund, as that term is defined by the 1940 Act, because he is
the Principal
Executive Officer of the Fund and he is an officer of an affiliate of
the Adviser. |
26
Item 2. Code of Ethics.
The registrant has adopted a code of ethics that applies to the registrants principal executive
officer and principal financial officer or persons performing similar functions, regardless of
whether these individuals are employed by the registrant or a third party. For the fiscal year
ended March 31, 2011, there were no amendments to a provision of its code of ethics, nor were there
any waivers granted from a provision of the code of ethics. A copy of this code of ethics is filed
with this form N-CSR under Item 12 (a)(1).
Item 3. Audit Committee Financial Expert.
(a)(1) The registrants board of managers has determined that the registrant has at least one
audit committee financial expert serving on the audit committee.
(a)(2) The audit committee financial expert is Gerald Hellerman. Mr. Hellerman is independent as
defined in Form N-CSR Item 3(a)(2).
Item 4. Principal Accountant Fees and Services.
Aggregate fees for services rendered by Rothstein, Kass & Company, P.C. (Rothstein) to Old Mutual
Absolute Return Master Fund (the Fund) for the fiscal years ended March 31, 2010 and March 31,
2011, are as follows:
|
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2010 |
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All other fees and services |
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All fees and services to the |
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All fees and services to service |
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to service affiliates that did |
|
|
|
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Fund that were pre-approved |
|
affiliates that were pre-approved |
|
not require pre-approval |
(a)
|
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Audit Fees(1)
|
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$ |
56,875 |
|
|
N/A
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N/A |
(b)
|
|
Audit-Related Fees(2)
|
|
$ |
0 |
|
|
N/A
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|
N/A |
(c)
|
|
Tax Fees(3)
|
|
$ |
20,000 |
|
|
N/A
|
|
N/A |
(d)
|
|
All Other Fees(4)
|
|
$ |
0 |
|
|
N/A
|
|
N/A |
|
|
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|
|
2011 |
|
|
|
|
|
|
|
|
|
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All other fees and services |
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|
|
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All fees and services to the |
|
All fees and services to service |
|
to service affiliates that did |
|
|
|
|
Fund that were pre-approved |
|
affiliates that were pre-approved |
|
not require pre-approval |
(a) |
|
Audit Fees(1) |
|
$ |
56,875 |
|
|
N/A |
|
N/A |
(b) |
|
Audit-Related Fees(2) |
|
$ |
0 |
|
|
N/A |
|
N/A |
(c) |
|
Tax Fees(3) |
|
$ |
20,000 |
|
|
N/A |
|
N/A |
(d) |
|
All Other Fees(4) |
|
$ |
0 |
|
|
N/A |
|
N/A |
Notes:
(1) |
|
Audit Fees include amounts related to the audit of the registrants annual financial
statements and services normally provided by the accountant in connection with statutory
and regulatory filings or engagements. |
|
(2) |
|
Audit-Related Fees would encompass all additional audit or accounting research services
not directly related to the audit of the registrants financial statements. |
|
(3) |
|
Tax Fees include amounts related to the preparation of partnership income tax returns
including Schedule k-1s for investors. |
|
(4) |
|
All Other Fees include amounts related to services provided in order to provide auditor
consents for audits to be included in subsequent filings. |
(e)(1) |
|
|
The registrants Audit Committee pre-approves the principal accountants engagements
for audit and non-audit services to the registrant and, as required, non-audit services to
service affiliates on a case-by-case basis. Pre-approval considerations include whether the
proposed services are compatible with maintaining the principal accountants independence. |
|
(e)(2) |
|
|
Percentage of fees billed by Rothstein applicable to non-audit services pursuant to waiver
of pre-approval requirement were as follows: |
|
|
|
|
|
|
|
2010 |
|
2011 |
Audit-Related Fees |
|
0% |
|
0% |
Tax Fees |
|
0% |
|
0% |
All Other Fees |
|
0% |
|
0% |
(f) |
|
Not applicable. |
|
(g) |
|
The amount of non-audit fees that were billed by Rothstein for services rendered to (i) the
registrant, and (ii) the registrants investment adviser and any entity controlling,
controlled by, or under common control with the adviser that provides ongoing services to the
registrant for the fiscal years ended March 31, 2010 and March 31, 2011, were $90,000 and
$150,000, respectively. |
|
(h) |
|
Not applicable. |
Item 5. Audit Committee of Listed Registrants.
Not applicable.
Item 6. Schedule of Investments
The Schedule of Investments is included as part of the report to shareholders filed under Item 1 of
this form N-CSR.
Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment
Companies.
The following is the Proxy Voting Policies and Procedures of Larch Lane Advisors LLC (the
Adviser) in its entirety:
The Firm provides investment advisory services to private investment funds and managed accounts,
and invests the assets of these Funds and accounts in securities issued by private issuers. Through
these private issuers the Firm may be delegated the right to vote, on behalf of the Funds and
accounts, proxies received from companies, the securities of which are owned by the underlying
private issuers in which the Funds and accounts have invested. In addition, from time to time, the
private issuers may amend or revise their governing documents or seek investor consents. The Firm
has authority to vote proxies relating to such securities on behalf of the Funds and accounts it
manages.
The Securities and Exchange Commission (the SEC) has adopted Rule 206(4)-6 under the Investment
Advisers Act. Under this rule, registered investment advisers that exercise voting authority over
securities held in client portfolios are required to implement proxy voting policies and describe
those policies to their clients.
The Investment Committee (which may delegate a Proxy Committee for this purpose) is responsible for
making all proxy voting decisions in accordance with these proxy voting policy and procedures (the
Policies). The investment team is responsible for the actual voting of all proxies in a timely
manner, while the Compliance Officer is responsible for monitoring the effectiveness of the
Policies. (See Section IV, Procedures for Proxies.)
The Policies attempt to generalize a complex subject. The Firm may, from time to time, determine
that it is in the best interests of its clients to depart from specific policies described herein.
The rationale for any such departure will be memorialized in writing by the Compliance Officer.
I. General Policy
The general policy is to vote proxy proposals, amendments, consents or resolutions relating to
client securities, including interests in private investment funds, if any (collectively,
proxies), in a manner that reasonably furthers the best interests of the Funds managed by the
Firm and is consistent with the investment philosophy as set forth in the relevant investment
management documents, as determined by the Firm in its discretion, and taking into account relevant
factors, including, but not limited to:
the impact on the value of the securities;
the anticipated costs and benefits associated with the proposal;
the effect on liquidity; and
customary industry and business practices.
II. Specific Policies
A. Routine Matters
Routine matters are typically proposed by Management (as defined below) of a company and meet the
following criteria: (i) they do not measurably change the structure, management, control or
operation of the company; (ii) they do not measurably change the terms of, or fees or expenses
associated with, an investment in the company; and (iii) they are consistent with customary
industry standards and practices, as well as the laws of the state of incorporation applicable to
the company.
For routine matters, the Firm will vote in accordance with the recommendation of the companys
management, directors, general partners, managing members or trustees (collectively, the
Management), as applicable, unless, in the Firms opinion, such recommendation is not in the best
interests of the investing Funds or accounts.
1. General Matters
The Firm will generally vote for proposals:
to set time and location of annual meeting;
to change the fiscal year of the company; and
to change the name of a company.
2. Board Members
a. Election or Re-Election. The Firm will generally vote for Management proposals to
elect or re-elect Board members.
b. Fees to Board Members. The Firm will generally vote for proposals to increase fees
paid to Board members, unless it determines that the compensation exceeds market standards.
3. Capital Structure
The Firm will generally vote for proposals to change capitalization, including to increase
authorized common shares or to increase authorized preferred shares, as long as the proposal does
not either: (i) establish a class or classes of shares or interests with terms that may
disadvantage the class held by the investing Funds or accounts or (ii) result in disproportionate
voting rights for preferred shares or other classes of shares or interests.
4. Appointment of Auditors
The Firm will generally vote for the approval of auditors and proposals authorizing the
Board to fix auditor fees, unless:
the Firm has serious concerns about the accountants presented, including their independence,
or the audit procedures used; or
the auditors are being changed without explanation.
B. Non-Routine Matters
Non-routine matters involve a variety of issues and may be proposed by a companys Management or
beneficial owners (i.e., shareholders, members, partners, etc. (collectively, the Owners)). These
proxies may involve one or more of the following: (i) a measurable change in the structure,
management, control or operation of the company; (ii) a measurable change in the terms of, or fees
or expenses associated with, an investment in the company; or (iii) a change that is inconsistent
with industry standards and/or the laws of the state of incorporation applicable to the company.
1. Board Members
a. Term Limits. The Firm will generally vote for proposals to require a reasonable
retirement age (e.g., 72) for Board members, and will vote on a case-by-case basis on
proposals to attempt to limit tenure.
b. Replacement. The Firm will generally vote against proposals that make it more
difficult to replace Board members, including proposals:
to stagger the Board;
to overweight Management representation on the Board;
to introduce cumulative voting (cumulative voting allows the Owners to stack votes behind
one or a few individuals for a position on the Board, thereby giving minority Owners a greater
chance of electing the Board member(s));
to introduce unequal voting rights;
to create supermajority voting; or
to establish pre-emptive rights.
c. Liability and Indemnification. In order to promote accountability, the Firm will generally
vote against proposals to limit the personal liability of Board members for any breach of
fiduciary duty or failure to act in good faith.
d. Ownership Issues. The Firm will generally vote for proposals that require Management
to own a minimum interest in the company. The purpose of this policy is to encourage the alignment
of Managements interests with the interests of the companys Owners. However, the Firm will
generally vote against proposals for stock options or other compensation that grant an
ownership interest for Management if such proposals offer greater than 15% of the
outstanding securities of a company because such options may dilute the voting rights of other
Owners of the company.
2. Compensation, Fees and Expenses
In general, the Firm will vote against proposals to increase compensation, fees or expenses
to be paid to the companys Owners, unless the Firm determines that the benefits resulting to the
company and its Owners justifies the increased compensation, fees or expenses.
In many circumstances, where private investment funds seek to change material terms such as
compensation, fee and expense terms, the Firm will examine the investment opportunity anew in light
of the proposed new terms, considering the private investment funds returns, portfolio and strategy
allocations, alternative investment opportunities and other factors generally considered when
making an investment decision. When applying this examination, the Firm may vote for proposals
where the circumstances of a particular investment justify the revised compensation, fee and
expense terms.
3. Voting Rights
The Firm will generally vote against proposals:
to introduce unequal voting or dividend rights among the classes;
to change the amendment provisions of a companys charter documents by removing Owner
approval requirements;
to require supermajority (2/ 3 ) approval for votes rather than a simple majority (1/2);
to restrict the Owners right to act by written consent; or
to restrict the Owners right to call meetings, propose amendments to the articles of
incorporation or other governing documents of the company or nominate Board members.
The Firm will generally vote for proposals that eliminate any of the foregoing rights or
requirements.
4. Takeover Defenses and Related Actions
The Firm will generally vote against any proposal to create any plan or procedure designed
primarily to discourage a takeover or other similar action, including poison pills. Examples of
poison pills include:
large increases in the amount of stock authorized but not issued;
blank check preferred stock (stock with a fixed dividend and a preferential claim on company
assets relative to common shares, the terms of which are set by the Board at a future date without
further action by the Owners);
compensation that would act to reward Management as a result of a takeover attempt, whether
successful or not, such as revaluing purchase price of stock options, or golden parachutes;
fixed price amendments that require a certain price to be offered to all Owners based on a
fixed formula; and
greenmail provisions that allow a company to make payments to a bidder in order to persuade
the bidder to abandon its takeover plans.
The Firm will generally vote for proposals that eliminate any of the foregoing rights or
requirements, as well as proposals to:
require that golden parachutes or golden handcuffs be submitted for ratification by the
Owners; and
to opt out of state anti-takeover laws deemed by the Firm to be detrimental.
The Firm will generally vote on a case-by-case basis regarding other proposals that may be
used to prevent takeovers, such as the establishment of employee stock purchase or ownership plans.
5. Reincorporation
The Firm will generally vote for a change in the state of incorporation if the change is
for valid business reasons (such as reincorporating in the same state as the headquarters of any
controlling company).
6. Debt Issuance and Pledging of Assets for Debt
The Firm will generally vote proxies relating to the issuance of debt, the pledging of assets for
debt, and an increase in borrowing powers on a case-by-case basis, taking into
consideration relevant factors, including, for example:
the potential increase in the companys outstanding interests or shares, if any (e.g.,
convertible bonds); and
the potential increase in the companys capital, if any, over the current outstanding
capital.
7. Mergers or Acquisitions
The Firm will vote proxies relating to mergers or acquisitions on a case-by-case basis, but
will generally vote for any proposals that the Firm believes will offer fair value to its clients.
8. Termination or Liquidation of the Company
The Firm will vote proxies relating to the termination or liquidation of a company on a
case-by-case basis, taking into consideration one or more of the following factors:
terms of liquidation;
past performance of the company; and
strategies employed to save the company.
9. Social & Environmental Issues and Corporate Responsibility
The Firm will vote proxies relating to social and environmental issues on a case-by-case
basis, but will generally vote for any proposals that will reduce discrimination, improve
protections to minorities and disadvantaged classes, and increase conservation of resources and
wildlife.
The Firm will generally vote against any proposals that place arbitrary restrictions on the
companys ability to invest, market, enter into contractual arrangements or conduct other
activities. The Firm will also generally vote against proposals:
to bar or restrict charitable contributions; or
to limit corporate political activities.
10. All Other Matters
All other decisions regarding proxies will be determined on a case-by-case basis taking
into account the general policy, as set forth above.
C. Abstaining from Voting or Affirmatively Not Voting
The Firm will abstain from voting (which generally requires submission of a proxy voting card) or
affirmatively decide not to vote if the Firm determines that abstaining or not voting is in the
best interests of the Fund or account. In making such a determination, the Firm will consider
various factors, including, but not limited to: (i) the costs associated with exercising the proxy
(e.g., translation or travel costs); and (ii) any legal restrictions on trading resulting from the
exercise of a proxy. The Firm will not abstain from voting or affirmatively decide not to vote a
proxy if the Fund or account is a plan asset fund subject to the requirements of the Employee
Retirement Income Security Act of 1974, as amended. Furthermore, the Firm will not abstain from
voting or affirmatively decide not to vote merely to avoid a conflict of interest.
III. Conflicts of Interest
At times, conflicts may arise between the interests of the investing Funds or accounts, on the one
hand, and the interests of the Firm or its affiliates, on the other hand. If the Firm determines
that it has, or may be perceived to have, a conflict of interest when voting a proxy, the Firm will
address matters involving such conflicts of interest as follows:
A. If a proposal is addressed by the specific policies herein, the Firm will vote in accordance
with such policies;
B. If the Firm believes it is in the best interest of the investing Funds or accounts to depart
from the specific policies provided for herein, the Firm will be subject to the requirements of C
or D below, as applicable;
C. If the proxy proposal is (1) not addressed by the specific policies or (2) requires a
case-by-case determination by the Firm, the Firm may vote such proxy as it determines to be in the
best interest of the investing Funds or accounts, without taking any action described in D below,
provided that such vote would be against the Firms own interest in the matter (i.e., against the
perceived or actual conflict). The Firm will memorialize the rationale of such vote in writing; and
D. If the proxy proposal is (1) not addressed by the specific policies or (2) requires a
case-by-case determination by the Firm, and the Firm believes it should vote in a way that may also
benefit, or be perceived to benefit, its own interest, then the Firm must take one of the following
actions in voting such proxy: (a) delegate the voting decision for such proxy proposal to an
independent third party; (b) delegate the voting decision to an independent committee of partners,
members, directors or other representatives of the Funds or accounts, as applicable; (c) inform the
investors in the investing Funds or the owners of the investing accounts of the conflict of
interest and obtain consent to (majority consent in the case of a Fund) vote the proxy as
recommended by the Firm; or (d) obtain approval of the decision from the Firms Compliance Officer
and third party Legal Advisors.
IV. Procedures for Proxies
The Investment Committee will be responsible for determining whether each proxy is for a routine
matter or not, as described above. All proxies identified as routine will be voted by the Chief
Legal Officer in accordance with the Policies.
Any proxies that are not clearly routine will be submitted to the Investment Committee, who/which
will determine how to vote each such proxy by applying the Policies. Upon making a decision, the
proxy will be executed and returned to the Chief Legal Officer for submission to the company. Upon
receipt of an executed proxy, the Firms paralegal will update the investing Funds or accounts
proxy voting record. The Chief Legal Officer is responsible for the actual voting of all proxies in
a timely manner. The Compliance Officer is responsible for monitoring the effectiveness of the
Policies.
In the event the Firm determines that the investing Funds or accounts should rely on the advice of
an independent third party or a committee regarding the voting of a proxy, the Firm will submit the
proxy to such third party or committee for a decision. The Chief Legal Officer will execute the
proxy in accordance with such third partys or committees decision.
V. Record of Proxy Voting
The Compliance Officer also will maintain, or have available, written or electronic copies of each
proxy statement received and of each executed proxy.
The Compliance Officer will also maintain records relating to each proxy, including (i) the
determination as to whether the proxy was routine or not, (ii) the voting decision with regard to
each proxy; and (iii) any documents created by the Investment Committee, or others, that were
material to making the voting decision.
The Firm will maintain a record of each written request from an investor in a Fund or owner of an
managed account for proxy voting information and the Firms written response to any request (oral
or written) from an investor in a Fund or owner of an managed account for proxy voting information.
The Compliance Officer will maintain such records in its offices for two years from the end of the
fiscal year during which the record was created, and for an additional three years in an easily
accessible place.
Item 8. Portfolio Managers of Closed-End Management Investment Companies
(a)(1) Portfolio Managers
The day-to-day management of the Funds and the Master Funds portfolio will be the
responsibility of the Advisers Investment Committee, which is led by Mark Jurish, the Advisers
Chief Investment Officer, and also includes Kenneth Stemme and Kevin Mirabile.
Mark Jurish, Chief Investment Officer, founded Larch Lane Advisors L.P., the predecessor entity of
the Adviser, in August 1999. He has managed accounts that are managed by the Adviser from their
inception. In addition, he is the founder and Chief Executive Officer of the managing entities of
private investment vehicles that invest in early-stage hedge funds. Prior to joining the Adviser,
Mr. Jurish was Managing Director at Paloma Partners, a firm that he joined in 1988. At Paloma, Mr.
Jurish was primarily responsible for evaluating, selecting, and monitoring suitable investments for
various Paloma trading entities, as well as creating and structuring new products. From 1986 to
1988, Mr. Jurish was employed at Skadden, Arps, Slate, Meagher & Flom as a specialist in financial
investment modeling and management consulting. Mr. Jurish began his financial career in 1984 at
Arthur Young & Company (a predecessor of Ernst & Young, LLP), an international accounting and
consulting firm, where Paloma Partners was one of his main clients. He served as an Independent
Trustee of an investment managers investment grade municipal fund. Previously, he served on the
Best Practices Committee of the Greenwich Roundtable and on the Board of Directors for the Managed
Funds Association. Mr. Jurish received his B.A. from State University of New York at Albany and
his M.B.A. in Finance from New York University.
Mr. Jurish is a member of the Investment Committee.
Kenneth W. Stemme, Director of Research, joined the Adviser in April 2007. Mr. Stemme was
previously a Senior Vice President and Director of Hedge Fund Investments at Northern Trust Global
Advisors, where he managed approximately $1 billion in assets and chaired the Hedge Fund Investment
Committee. Prior to joining Northern Trust in 2003, Mr. Stemme was a Managing Director in the
Alternative Investment Group at American Express Asset Management. From 1999 to 2002, Mr. Stemme
was Executive Director in the Alternative Investment Group at CIBC Oppenheimer, where he was
involved in the creation and management of a registered fund of funds. From 1990 through 1998, Mr.
Stemme worked at Harris Associates, last serving as a research associate. Mr. Stemme received his
B.A. from Cornell University and his M.B.A. from DePaul University.
Mr. Stemme is a member of the Investment Committee.
Kevin Mirabile, Chief Operating Officer, joined the Adviser in May 2008. Immediately prior to
joining Larch Lane, Mr. Mirabile was C.O.O. of Orca Asset Management, a registered investment
adviser. Mr. Mirabile has over 20 years of business development, regulatory, financing, trading
and sales experience with the hedge fund sector dating back to 1983. Mr. Mirabile was previously a
principal at Morgan Stanley, President of the Morgan Stanley Trust
Company, an Executive V.P. at Daiwa Securities and a Managing Director and Operating Committee
Member of Barclays Capital. At Barclays he headed the firms Collateralized Finance Division from
1998 to 2004, which
included Global Futures, Corporate Bond and Treasury Repo and the firms multi asset class
Prime Brokerage and electronic execution business. He was also responsible globally for the firms
business development and relationship management with the hedge fund sector. Mr. Mirabile is a
C.P.A., a member of the A.I.C.P.A., the International Association of Financial Engineers, the
Greenwich Roundtables Founders Council and is a part-time Adjunct Professor of Finance at Fordham
Universitys Graduate School of Business where he teaches an introductory course on hedge fund
investment management. Mr. Mirabile received his B.S. in Accounting from State University of New
York at Albany and his M.S. in Banking and Finance from Boston University.
Mr. Mirabile is a member of the Investment Committee.
(a)(2) Other Funds and Accounts Managed
The following table sets forth information about funds and accounts, other than the Fund, for
which the Portfolio Managers are primarily responsible for the day-to-day portfolio management as
of March 31, 2011.
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Registered Investment |
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Pooled Investment |
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Other Accounts Managed by |
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Companies Managed by the |
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Vehicles Managed by the |
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the |
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Portfolio Manager |
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Portfolio Manager |
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Portfolio Manager |
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Name of Portfolio |
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Total |
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Total |
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Manager |
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Number |
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Assets |
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|
Number |
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Assets |
|
Number |
|
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Total Assets |
|
Mark Jurish |
|
|
5 |
|
|
$37 million |
|
|
|
19 |
|
|
$996 million |
|
|
1 |
|
|
$52 million |
|
Kenneth Stemme |
|
|
5 |
|
|
$37 million |
|
|
|
19 |
|
|
$996 million |
|
|
1 |
|
|
$52 million |
|
Kevin Mirabile |
|
|
5 |
|
|
$37 million |
|
|
|
19 |
|
|
$996 million |
|
|
1 |
|
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$52 million |
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|
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Registered Investment |
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Pooled Investment Vehicles |
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Other Accounts |
|
|
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Companies Managed by |
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Managed by the |
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Managed by the |
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|
|
the Portfolio Manager |
|
|
Portfolio Manager |
|
Portfolio Manager |
|
|
|
|
|
|
|
Total Assets |
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|
|
|
|
|
Total Assets |
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|
|
|
|
Total Assets |
|
Name of |
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Number with |
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|
with |
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|
Number with |
|
|
with |
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Number with |
|
|
with |
|
Portfolio |
|
Performance- |
|
|
Performance- |
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Performance- |
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Performance- |
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Performance- |
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Performance- |
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Manager |
|
Based Fees |
|
|
Based Fees |
|
|
Based Fees |
|
|
Based Fees |
|
Based Fees |
|
|
Based Fees |
|
Mark Jurish |
|
|
0 |
|
|
$ |
0 |
|
|
|
5 |
|
|
$544 million |
|
|
0 |
|
|
$ |
0 |
|
Kenneth Stemme |
|
|
0 |
|
|
$ |
0 |
|
|
|
5 |
|
|
$544 million |
|
|
0 |
|
|
$ |
0 |
|
Kevin Mirabile |
|
|
0 |
|
|
$ |
0 |
|
|
|
5 |
|
|
$544 million |
|
|
0 |
|
|
$ |
0 |
|
Investment decisions at the Adviser are made with oversight by the Investment Committee. The
committee holds regular meetings to discuss the investment portfolios, and their exposure in terms
of risk and strategy, and to review forthcoming investment decisions.
Real, potential or apparent conflicts of interest may arise when a Portfolio Manager has day-to-day
portfolio management responsibilities with respect to more than one fund. The Portfolio Managers
may manage other accounts with investment strategies similar to the Fund and the Master Fund,
including other investment companies, pooled investment vehicles and separately managed accounts.
Fees earned by the Adviser may vary among these accounts and the Portfolio Managers may personally
invest in these accounts. These factors could create conflicts of interest because Portfolio
Managers may have incentives to favor certain accounts over others, resulting in other accounts
outperforming the Fund or the Master Fund. A conflict may also exist if the Portfolio Managers
identify a limited investment opportunity that may be appropriate for more than one account, but
the Fund or the Master Fund is not able to take full advantage of that opportunity due to the need
to allocate that opportunity among multiple accounts. In addition, the Portfolio Managers may
execute transactions for another account that may adversely impact the value of securities held by
the Fund or the Master Fund. However, the Adviser believes that these risks are mitigated by the
fact that accounts with like investment strategies managed by the Portfolio Managers are generally
managed in a similar fashion and the Adviser has a policy that seeks to allocate opportunities on a
fair and equitable basis.
(a)(3) Compensation
As of March 31, 2011, compensation for the Portfolio Managers is a combination of a fixed salary
and a bonus. The bonus paid to a Portfolio Manager for any year may be made with reference, in
part, to the performance of the Fund or the Master Fund or any other fund or account managed by the
Adviser during such year as compared to the performance of the HFR Fund of Funds Composite Index or
another index or indices deemed relevant by the senior management of the Adviser. The amount of
salary and bonus paid to the Portfolio Managers is based on a variety of factors, including the
financial performance of the Adviser, execution of managerial responsibilities, client interactions
and teamwork support. As part of their compensation, the Portfolio Managers also have 401k plans
that enable them to direct a percentage of their pre-tax salary and bonus, without any contribution
from the Adviser, into a tax-qualified retirement plan.
(a)(4) Fund Ownership
The following table sets forth the dollar range of Units beneficially owned by the Portfolio
Managers as of the date of this Prospectus.
|
|
|
Portfolio Manager |
|
Dollar Range |
Mark Jurish |
|
None |
Kenneth Stemme |
|
None |
Kevin Mirabile |
|
None |
Item 9. Purchases of Equity Securities by Closed-End Management Company and Affiliated Purchasers.
Not applicable.
Item 10. Submission of Matters to a Vote of Security Holders.
Not applicable.
Item 11. Controls and Procedures.
(a) The certifying officers, whose certifications are included herewith, have evaluated the
registrants disclosure controls and procedures within 90 days of the filing date of this report.
In their opinion, based on their evaluation,
the registrants disclosure controls and procedures are adequately designed, and are operating
effectively to ensure, that information required to be disclosed by the registrant in the reports
it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized
and reported within the time periods specified in the Securities and Exchange Commissions rules
and forms.
(b) There were no significant changes in the registrants internal control over financial reporting
that occurred during the second fiscal quarter of the period covered by this report that has
materially affected, or is reasonably likely to materially affect, the registrants internal
control over financial reporting.
Items 12. Exhibits.
(a)(1) Code of Ethics attached hereto.
(a)(2) A separate certification for the principal executive officer and the principal financial
officer of the registrant as required by Rule 30a-2(a) under the Investment Company Act of 1940, as
amended (17 CFR 270.30a-2(a)), are filed herewith.
(b) Not applicable.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act
of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
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(Registrant)
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Old Mutual Absolute Return Master Fund, L.L.C. |
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By (Signature and Title)*
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/s/ Matthew J. Appelstein
Matthew J. Appelstein
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President & Chief Executive Officer
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Date: June 9, 2011 |
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Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act
of 1940, this report has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.
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By (Signature and Title)*
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/s/ Matthew J. Appelstein
Matthew J. Appelstein
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President & Chief Executive Officer
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Date: June 9, 2011 |
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By (Signature and Title)*
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/s/ Ross Weissman
Ross Weissman
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Treasurer & Chief Financial Officer
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Date: June 9, 2011 |
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* Print the name and title of each signing officer under his or her signature.