0001193125-13-251600.txt : 20130607 0001193125-13-251600.hdr.sgml : 20130607 20130607152824 ACCESSION NUMBER: 0001193125-13-251600 CONFORMED SUBMISSION TYPE: N-CSR PUBLIC DOCUMENT COUNT: 7 CONFORMED PERIOD OF REPORT: 20130331 FILED AS OF DATE: 20130607 DATE AS OF CHANGE: 20130607 EFFECTIVENESS DATE: 20130607 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PRIVATE ADVISORS ALTERNATIVE STRATEGIES MASTER FUND CENTRAL INDEX KEY: 0001536886 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: N-CSR SEC ACT: 1940 Act SEC FILE NUMBER: 811-22646 FILM NUMBER: 13900547 BUSINESS ADDRESS: STREET 1: 51 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10010 BUSINESS PHONE: 2125767000 MAIL ADDRESS: STREET 1: 51 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10010 N-CSR 1 d545398dncsr.htm PRIVATE ADVISORS ALTERNATIVE STRATEGIES MASTER FUND PRIVATE ADVISORS ALTERNATIVE STRATEGIES MASTER FUND
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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 811-22646

 

 

PRIVATE ADVISORS ALTERNATIVE STRATEGIES MASTER FUND

(Exact name of Registrant as specified in charter)

 

 

51 Madison Avenue, New York, NY 10010

(Address of principal executive offices) (Zip code)

 

 

J. Kevin Gao, Esq.

169 Lackawanna Avenue

Parsippany, New Jersey 07054

(Name and address of agent for service)

 

 

Registrant’s telephone number, including area code: (212) 576-7000

Date of fiscal year end: March 31

Date of reporting period: March 31, 2013

 

 

 


Item 1. Reports to Stockholders.


LOGO

Private Advisors Alternative Strategies Master Fund

Annual Report

March 31, 2013


 

This page intentionally left blank


Portfolio Management Discussion and Analysis (Unaudited)

 

 

Dear Investors and Friends:

From the Fund’s inception on May 1, 2012, through March 31, 2013, Private Advisors Alternative Strategies Master Fund (“Master Fund”) returned 7.32%. Private Advisors Alternative Strategies Fund (“Feeder Fund”) returned 6.69%, excluding all sales charges. See page 6 for Feeder Fund returns with applicable sales charges. The Master Fund outperformed the 5.48% return of the HFRI Fund of Funds Diversified Index1 and underperformed the 14.68% return of the S&P 500® Index.2

The Private Advisors Alternative Strategies Fund is a “feeder” fund in what is known in the investment company industry as a master-feeder structure. The Feeder Fund invests substantially all of its assets, net of reserves maintained for reasonably anticipated expenses, in the Master Fund. The Master Fund, which has the same investment objective as the Feeder Fund, seeks to achieve its investment objective by investing principally in private investment funds or “hedge funds” managed by third-party portfolio managers who employ diverse styles and strategies.

Fund Performance Summary

We are pleased with the Master Fund’s relative and absolute performance during its first 11 months, as it gained 7.32% and outperformed the HFRI Fund of Funds Diversified Index by nearly 180 basis points. The Master Fund also captured nearly 50% of the return of the S&P 500® Index during a very strong period for equities. March 2013 marked the ninth consecutive month of positive returns for the Master Fund, and it maintained a standard deviation of about one-third of that of the S&P 500® Index. Only four of our 28 managers posted losses for the period from May 2012 through March 2013. We are pleased with the Master Fund’s ability to achieve consistent, positive returns for nine consecutive months and minimize volatility.

The Master Fund has enjoyed strong returns since inception, although not surprisingly, it trailed the S&P 500® Index, which has nearly doubled since the beginning of 2009. Given our hedged approach, we do not expect that the Master Fund will keep pace with a stock market rally of this magnitude. Nonetheless, we continue to deliver outperformance since inception versus the HFRI Fund of Funds Diversified Index by limiting downside during market corrections.

Investment Commentary

U.S. equities, as measured by the S&P 500® Index, enjoyed a very strong start to the year, and unlike 2012’s stealth rally when many investors were still sitting on the sidelines in the aftermath of 2008, more investors actively participated in the first quarter 2013 rally. U.S. equities outperformed non-U.S. equity indices, as

measured by the MSCI EAFE® Index,3 by a substantial margin (roughly 550 basis points) in the first quarter, after trailing non-U.S. equity indices by roughly 700 basis points during the fourth quarter of 2012. Since May 2012, the MSCI EAFE® Index has slightly trailed the S&P 500® Index by 13.9% to 14.7%.

U.S. consumers continue to spend in spite of fears of a retrenching because of the increase in payroll taxes, sequestration-related spending cuts and high gasoline prices. Consumer spending was propelled by better employment prospects, sharp increases in home prices and a better performing stock market and the related beneficial wealth effect. Consumers also reacted favorably to the continually accommodative Federal Reserve, progress in Washington D.C. concerning the avoidance of the “fiscal cliff” and the ongoing economic recovery. The easy monetary policy of some of the primary central banks across the globe is prompting many investors to increase their risk appetite, with consequences unknown.

From May 2012 to March 2013, the U.S. 10-year Treasury yield fell from 1.98% to 1.87%. Corporate fundamentals, such as earnings growth and balance sheet strength, remained healthy, but yields were not particularly attractive for fixed-income instruments. The BofA Merrill Lynch Corporate Master Index4 finished March 2013 with an effective yield of 2.8%.

Fixed-income investors continued their reach for yield, while taking on more risk in non-investment grade credits. This was evident in the returns of the BofA Merrill Lynch High Yield Master II Index5 which rose 12.0% during the reporting period. Bond issuance continued to be driven by a healthy demand in these non-investment grade markets. In fact, according to Barclays, the high-yield primary market had its best first quarter on record as global high-yield issuance hit more than $100 billion, which is an increase of almost 6% from the same period in 2012. Investors continued to allocate capital to higher risk bonds in spite of strained valuations and signs that these asset classes are overbought. The outlook for high yield is becoming even more concerning as average yields linger at lows and prices and issuance remain at record highs, as both factors limit the potential for future returns.

Outside the United States, fixed-income markets struggled for the second straight quarter as measured in U.S. dollar terms (due to relative strengthening in U.S. currency). Euro zone economic data remained weak. Political turmoil, resulting from inconclusive elections in Italy and allegations of corruption against the Prime Minister in Spain, took a toll on European markets. Further, the banking crisis in Cyprus and subsequent bailout reminded investors of the continued instability of debt

 

1. See footnote on page 6 for more information on the HFRI Fund of Funds Diversified Index.
2.

See footnote on page 6 for more information on the S&P 500® Index.

3.

The MSCI EAFE® Index consists of international stocks representing the developed world outside of North America. Results assume reinvestment of all income and capital gains. An investment cannot be made directly in an index.

4. The BofA Merrill Lynch Corporate Master Index is a market-value-weighted index composed of domestic corporate (BBB/Baa rated or better) debt issues. The BofA Merrill Lynch Corporate Master Index is a component of the BofA Merrill Lynch Corporate/Government Master Index. An investment cannot be made directly in an index.
5. The BofA Merrill Lynch High Yield Master II Index monitors the performance of below investment-grade U.S. dollar-denominated corporate bonds publicly issued in the U.S. domestic market. An investment cannot be made directly in an index.

 

mainstayinvestments.com/privateadvisors      3   


markets throughout Europe and weighed on performance of sovereign government bonds outside the United States.

Caution continues to be Private Advisors’ primary theme as we believe there are plenty of headwinds facing both the equity and fixed-income markets. Economies that are driven by fiscal and monetary policies can be difficult to assess and model. While we cannot predict when interest rates will rise, we can assess the potential impact that such a scenario would have on various asset classes and prepare for it.

Portfolio Activity and Outlook

In 2013, we expect to find opportunities in the event-driven and global-macro strategies, in particular. While a lack of defaults and compressed yields across the spectrum of credit asset classes continues to act as a headwind, we believe that defensively positioned credit managers can benefit from the environment. In general, we expect less competition from market makers in the event-driven space. Bank regulations and capital requirements are likely to create high levels of asset disposals during 2013, which could present investment opportunities that are appropriate for hedge funds from a liquidity perspective. Furthermore, cash rich corporate balance sheets and easy financing should lead to increased corporate activity, including mergers and acquisitions, providing fertile ground for event-driven managers.

Overly leveraged central banks may choose to, or be forced into, taking actions soon, which could result in trading opportunities for global-macro managers in currencies and rates. Global macro’s lack of correlation to other asset classes and hedge fund strategies should prove helpful if global deleveraging or a reversion to the mean in rates causes market dislocations. We will also continue to explore European distressed strategies in 2013. As European banks recognize their need to address liquidity issues and deleverage more aggressively, and parts of the European economy experience slow to negative growth, the supply of distressed debt opportunities in Europe may increase significantly.

As we did in 2012, Private Advisors finds risk in traditional long-only credit allocations. The Master Fund’s credit exposure is characterized by managers that are 1) process or event driven (i.e., liquidations and litigations), 2) deep value focused (therefore less impacted by the rate environment due to price/yield cushion), or 3) hedged with an arbitrage/relative value focus. Consequently, we believe that the Master Fund is in a good position to weather a potentially challenging fixed-income environment.

We made three additions to the portfolio during the reporting period. Marble Arch and Saba Capital were both added as 4% positions during July 2012. Miura Global was added to the portfolio as a 4% position during February 2013.

Saba is a relative value manager that seeks to create value through all market cycles by owning convexity and optionality

and identifying dislocations across the capital structure. Saba was founded in January 2009 by Boaz Weinstein. Boaz was previously co-head of the Global Credit Trading business at Deutsche Bank, where he managed a team of 650 people and was credited with having pioneered highly profitable credit and capital structure trading strategies. Saba employs 55 associates, 14 of which joined the firm on day one from Deutsche Bank. In comparison to our current corporate credit exposures, Saba utilizes a relative value approach that attempts to limit directional exposures. In addition, the strategy has historically benefited from market dislocation and volatility.

Marble Arch was co-founded in 2007 by Scott McLellan and Tim Jenkins. Marble Arch is a long/short investment fund predominantly focused on equity securities in less efficient areas of the market. The firm has a generalist investment approach, a value investing orientation and a dedication to short selling. Marble Arch employs a long-term, volatility-tolerant strategy targeting high absolute returns.

Lastly, Miura Global is a global long/short equity manager that was founded by Pasco Alfaro in 2004 and manages approximately $2.5 billion. Miura implements a bottom-up investment strategy with roughly one-third of its capital allocated each to North America, Western Europe and Asia. Miura has had only one year of negative performance since the firm’s inception and that occurred in 2009, when it lost 5%.

We are currently in various stages of due diligence with several managers. Additionally, we continue to re-evaluate the investment and operational merits of our existing managers. The Master Fund was invested in 28 active holdings at the end of the 11-month period.

Strategy and Manager Performance Review

Our long/short equity managers enjoyed strong returns since inception. Sheffield, Impala and Pelham were three of the Master Fund’s top contributors to performance. Sheffield generated alpha in both its long and short books. Impala had the highest returns of any of our long/short equity managers over this time frame. Meanwhile, Pelham benefited from certain long positions in Europe that have performed according to their expectations. SRS underperformed relative to other long/short equity managers, but still had a gain for the period.

The Master Fund’s allocation to event-driven strategies includes distressed debt, event-equity and event-driven multi-strategy. During the prior 11 months, event-driven strategies had positive results and were primary contributors to the Master Fund’s overall performance. Distressed debt was a strong performer for the period as liquidations continue to be profitable. All three of our distressed debt managers, Aurelius, Contrarian and Redwood, posted gains since inception. The Master Fund’s event-driven multi-strategy manager, Fir Tree, also performed well for the period, profiting from both event-equity and distressed investments.

 

 

4    Private Advisors Funds


The event-equity strategy turned positive since inception after a difficult 2012, propelled higher by strong first quarter 2013 gains from Luxor and Mason. Both of these managers struggled in 2012, and as a result, our investment team spent time re-underwriting each manager’s team, process and portfolio. We maintained our conviction in each manager, and their recent performance has validated our conclusions. As we expected, some of Mason’s long positions have begun to add value this year. In general, the event-equity strategy benefited from strong stock market performance in 2013. We find event-driven strategies to be of particular interest in terms of opportunities in 2013. Although M&A activity has still not shown signs of real strength, there is plenty of other corporate activity including litigation, restructurings and activism that we believe can provide skilled managers with the ability to generate positive returns.

The global-macro strategy was also a solid contributor to performance since inception. Most of our managers have benefited from positions in fixed income, credit and currencies (specifically the Yen). Our primary global-macro managers, Tudor, Moore and MKP, also posted positive returns since May 2012, although both of our portfolio hedges with Emerging Sovereign Group (Treasury Opportunities Portfolio and Credit Macro Event Fund) posted small losses. Overall, we have a positive view of the global-macro strategy going forward. It is our view that it can be challenging to navigate a market that is driven by fiscal and monetary policies, which is why we prefer skilled, discretionary macro managers that can assess and take advantage of a potentially rich opportunity set.

Long/short corporate credit and long/short structured credit strategies both contributed to performance during the period. Structured credit continued to rally, supported by improved housing data. Structured credit positions could continue to benefit from the risk-on momentum and are less constrained than many corporate credits, as they are generally priced at significant discounts. Both of our structured credit managers, Marathon Securitized Credit and One William Street, have performed very well. While they have trimmed positions on strength amidst the residential mortgage-backed securities (RMBS) rally, they are still identifying idiosyncratic situations, interesting relative value trades, opportunities in Europe, and activist strategies such as mortgage put-backs. A few of our managers have also increased exposure to commercial mortgage-backed securities (CMBS), which performed particularly well during the first quarter. Our multi-strategy managers have also profited from opportunistically allocating to CMBS. While we do not expect structured credit managers to deliver the exceptional results that they did in 2012, we maintain a constructive view on the strategy and believe that our managers will continue to perform well in 2013. Long/short corporate credit manager Archer posted a decent gain for the period, while Saba was slightly

negative since July 2012. We expect our managers to find more opportunities on the short side in 2013, given where credit is priced today.

The Master Fund’s relative value strategy currently includes one multi-strategy manager, HBK and one convertible arbitrage manager, Waterstone. Both managers have posted minor gains since the Master Fund’s inception. Although HBK had a gain for the period, it was among the Master Fund’s weakest performers as they experienced losses in some of their arbitrage strategies. In general, we currently find capital structure arbitrage to be a particularly attractive strategy from a risk/return perspective. Our investment professionals are researching and assessing opportunities in the capital structure arbitrage space, which we believe could act as a defensive, uncorrelated performer in a difficult credit market.

Conclusion

We are pleased with the Master Fund’s performance since inception in May 2012. Of the 28 managers currently held by the Fund, 24 posted positive returns during this time frame, and we readily outperformed the HFRI Diversified Fund of Funds Index. Not surprisingly, we lagged the S&P 500® Index for the period as it enjoyed exceptionally strong returns.

We believe that a cautious approach is critical despite the impressive run that the stock market has had over the last few years and the resiliency of the non-investment grade credit markets. There are a number of macro factors that could cause serious market turmoil in the near term. The full impact of the recent sequestration that took effect in March has not yet been felt in the U.S. economy. Spending cuts could create a drag on domestic economic growth once the effects have finally been felt. Europe also faces significant sovereign debt issues that will still need to be resolved.

Correlations within asset classes and volatility levels remain subdued, creating a favorable environment for security selection and idiosyncratic risk taking. As a result, we continue to see a greater dispersion of returns among managers. In such an environment, we expect our managers to continue to outperform through superior security selection in both their long and short books.

Thank you for your continued support.

Tim Berry

Portfolio Manager

Charles Honey

Portfolio Manager

 

 

mainstayinvestments.com/privateadvisors      5   

The opinions expressed are those of the portfolio managers as of the date of this report and are subject to change. There is no guarantee that any forecast made will come to pass. This material does not constitute investment advice and is not intended as an endorsement of any specific investment.


Investment and Performance Comparison1 (Unaudited)

Performance data quoted represents past performance. Past performance is no guarantee of future results. Because of market volatility, current performance may be lower or higher than the figures shown. Index performance shown is for illustration purposes only. You cannot invest directly into an index. Investment return and principal value will fluctuate, and as a result, when shares are sold, they may be worth more or less than their original cost. For more updated performance information, please visit mainstayinvestments.com/privateadvisors or call 1-888-207-6176.

Average Annual Total Returns for the Period Ended March 31, 2013

 

Fund      Sales Charge              Since Inception        Gross
Expense
Ratio2
 
Private Advisors Alternative Strategies Fund      Maximum 3% Initial Sales Charge     

With sales charges

Excluding sales charges

      

 

3.49

6.69


  

       9.65
Private Advisors Alternative Strategies Master Fund      No Sales Charge               7.32           8.30   

 

Benchmark Performance      Since Inception  

HFRI Fund of Fund Diversified Index3

                     5.48

S&P 500® Index4

                     14.68   

Barclays U.S. Aggregate Bond Index5

                     2.64   

 

 

Strategy Allocations as of March 31, 2013 (Unaudited)

 

LOGO

 

 

 

 

1. The performance table does not reflect the deduction of taxes that a shareholder would pay on distributions or Fund-share redemptions. Total returns reflect the maximum applicable sales charge as indicated in the table above, changes in share price, and reinvestment of dividend and capital gain distributions. Performance figures reflect certain fee waivers and/or expense limitations, without which total returns may have been lower. For more information on current fee waivers and/or expense limitations, please refer to the notes to the financial statements.
2. The gross expense ratios presented reflect the Fund’s “Total Annual Fund Operating Expenses” from the most recent Prospectus and may differ from other expense ratios disclosed in this report.
3. The HFRI Fund of Funds Diversified Index is a non-investable product of diversified fund of funds. The index is weighted (fund weighted) with an inception of January 1990. An investment cannot be made directly in an index.
4.

“S&P 500®” is a trademark of the McGraw-Hill Companies, Inc. The S&P 500® Index is widely regarded as the standard index for measuring large-cap U.S. stock market performance. Results assume reinvestment of all dividends and capital gains. An investment cannot be made directly in an index.

5. The Barclays U.S. Aggregate Bond Index is a broad-based benchmark that measures the investment grade, U.S. dollar-denominated, fixed-rate taxable bond market, including Treasurys, government-related and corporate securities, mortgage-backed securities (agency fixed-rate and hybrid adjustable rate mortgage pass-throughs), asset-backed securities, and commercial mortgage-backed securities. Results assume reinvestment of all income and capital gains. An investment cannot be made directly in an index.
 

 

6    Private Advisors Funds


LOGO

Private Advisors Alternative Strategies Master Fund

Annual Report

March 31, 2013


Table of Contents

 

Annual Report         
Report of Independent Registered Public Accounting Firm      9   
Schedule of Investments      10   
Statement of Assets and Liabilities      12   
Statement of Operations      13   
Statement of Changes in Net Assets      14   
Statement of Cash Flows      15   
Notes to Financial Statements      16   
Board Members and Officers      24   
Proxy Voting Policies and Procedures and Proxy Voting Record      28   
Quarterly Schedule of Investments      28   


Report of Independent Registered Public Accounting Firm

To the Board of Trustees and Shareholders of

Private Advisors Alternative Strategies Master Fund:

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations, of changes in net assets and of cash flows present fairly, in all material respects, the financial position of Private Advisors Alternative Strategies Master Fund (hereafter referred to as the “Fund”) at March 31, 2013, and the results of its operations, the changes in its net assets and its cash flows for the period May 1, 2012 (commencement of operations) through March 31, 2013, in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit of these financial statements 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 are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit, which included confirmation of investments at March 31, 2013 by correspondence with the custodian and underlying portfolio funds, provides a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

New York, New York

May 30, 2013

 

mainstayinvestments.com/privateadvisors      9   


Schedule of Investments March 31, 2013

 

    

Percent of
Net Assets

   

Fair Value

    

Unrealized

Appreciation
(Depreciation)

    Redemptions Permitted  

Investments in Hedge Funds

          Notice
Period
     Permitted (a)      Liquidity
Restrictions
 
Bahamas Domiciled                                                    

Global Macro
Global

               

Moore Macro Managers Fund, Ltd.

     3.98   $ 1,791,910       $ 191,910        60 Days         Q         None   
  

 

 

   

 

 

    

 

 

         

Total Bahamas Domiciled
(cost $1,600,000)

     3.98        1,791,910         191,910           
  

 

 

   

 

 

    

 

 

         
Bermuda Domiciled                                                    

Long/Short Equity
Global

               

Pelham Long/Short Fund, Ltd.

     4.12        1,853,264         253,264        90 Days         A         Locked up until May 31, 2013   
  

 

 

   

 

 

    

 

 

         

Total Bermuda Domiciled
(cost $1,600,000)

     4.12        1,853,264         253,264           
  

 

 

   

 

 

    

 

 

         
British Virgin Islands Domiciled                                                    

Long/Short Equity
Global

               

Miura Global Fund, Ltd.

     3.66        1,647,087         47,087        90 Days         M         None   
  

 

 

   

 

 

    

 

 

         

Total British Virgin Islands Domiciled
(cost $1,600,000)

     3.66        1,647,087         47,087           
  

 

 

   

 

 

    

 

 

         
Cayman Islands Domiciled                                                    

Convertible Arbitrage
North America

               

Waterstone Market Neutral Offshore Fund, Ltd.

     2.77        1,244,794         44,794        45 Days         Q         Locked up until June 30, 2013   
  

 

 

   

 

 

    

 

 

         

Total Convertible Arbitrage
(cost $1,200,000)

     2.77        1,244,794         44,794           
  

 

 

   

 

 

    

 

 

         

Distressed Corporate
North America

               

Aurelius Capital International, Ltd.

     4.11        1,850,050         250,050        65 Days         S         Locked up until May 31, 2014   

Contrarian Capital Trade Claims Offshore, Ltd.

     2.03        912,325         112,325        90 Days         A         None   

Redwood Offshore Fund, Ltd.

     3.08        1,386,442         186,442        60 Days         B         Locked up until June 30, 2014   
  

 

 

   

 

 

    

 

 

         

Total Distressed Corporate
(cost $3,600,000)

     9.22        4,148,817         548,817           
  

 

 

   

 

 

    

 

 

         

Global Macro
Global

               

ESG Credit Macro Event Offshore Fund, Ltd.

     0.67        298,651         (101,349     30 Days         M         None   

ESG Treasury Opportunities Offshore Portfolio, Ltd.

     0.77        347,611         (52,389     30 Days         M         None   

MKP Opportunity Offshore, Ltd.

     2.81        1,265,900         65,900        60 Days         M         None   

Tudor BVI Global Fund, Ltd. (The)

     3.98        1,789,981         189,981        60 Days         Q         None   
  

 

 

   

 

 

    

 

 

         

Total Global Macro
(cost $3,600,000)

     8.23        3,702,143         102,143           
  

 

 

   

 

 

    

 

 

         

Long/Short Credit
Global

               

Saba Capital Offshore Fund, Ltd.

     3.43        1,542,970         (57,030     65 Days         Q         Locked up until June 30, 2013   

 

10    Private Advisors Alternative Strategies Master Fund   The notes to the financial statements are an integral part of,
and should be read in conjunction with, the financial statements.


 

    

Percent of
Net Assets

   

Fair Value

    

Unrealized

Appreciation
(Depreciation)

    Redemptions Permitted  

Investments in Hedge Funds

          Notice
Period
     Permitted (a)      Liquidity
Restrictions
 
Cayman Islands Domiciled (continued)                                              

Long/Short Credit (continued)

               

North America

               

Archer Capital Offshore Fund, Ltd.

     2.97   $ 1,337,392       $ 137,392        90 Days         Q         None   
  

 

 

   

 

 

    

 

 

         

Total Long/Short Credit
(cost $2,800,000)

     6.40        2,880,362         80,362           
  

 

 

   

 

 

    

 

 

         

Long/Short Equity
Global

               

LAE Fund, Ltd.

     3.90        1,752,065         152,065        60 Days         Q         None   

Sheffield International Partners, Ltd.

     4.12        1,853,584         253,584        90 Days         Q         Locked up until April 30, 2013   
                  25% gate on redemption   

SRS Partners, Ltd.

     3.65        1,640,771         40,771        60 Days         Q         Locked up until June 30, 2014   

North America

               

Absolute Partners Fund, Ltd.

     3.51        1,577,560         (22,440     90 Days         M         None   

Hoplite Offshore Fund, Ltd.

     3.74        1,684,230         84,230        45 Days         Q         Locked up until April 30, 2013   

Impala Fund Ltd.

     4.15        1,867,464         267,464        45 Days         Q         Locked up until June 30, 2013   

Marble Arch Offshore Partners, Ltd.

     4.00        1,800,499         200,499        60 Days         Q         Locked up until June 30, 2013   

North Run Offshore Partners, Ltd.

     4.06        1,825,680         225,680        90 Days         Q         Locked up until June 30, 2013   

Southpoint Qualified Offshore Fund, Ltd.

     3.77        1,696,319         96,319        60 Days         Q         None   
  

 

 

   

 

 

    

 

 

         

Total Long/Short Equity
(cost $14,400,000)

     34.90        15,698,172         1,298,172           
  

 

 

   

 

 

    

 

 

         

Multi-Strategy
Global

               

HBK Offshore Fund II L.P.

     3.55        1,597,205         97,205        90 Days         Q         None   

Mason Capital, Ltd.

     3.66        1,648,181         48,181        45 Days         A         Locked up until April 30, 2013   

North America

               

Fir Tree International Value Fund II, Ltd.

     5.04        2,266,565         266,565        90 Days         A         Locked up until April 30, 2013   

Luxor Capital Partners Offshore, Ltd.

     3.74        1,681,894         81,894        90 Days         Q         None   
  

 

 

   

 

 

    

 

 

         

Total Multi-Strategy
(cost $6,700,000)

     15.99        7,193,845         493,845           
  

 

 

   

 

 

    

 

 

         

Structured Credit
North America

               

Marathon Securitized Credit Fund, Ltd.

     3.32        1,493,503         293,503        60 Days         Q         None   

One William Street Capital Offshore Fund, Ltd.

     3.10        1,396,215         196,215        90 Days         Q         Locked up until June 30, 2013   
  

 

 

   

 

 

    

 

 

         

Total Structured Credit
(cost $2,400,000)

     6.42        2,889,718         489,718           
  

 

 

   

 

 

    

 

 

         

Total Cayman Islands Domiciled
(cost $34,700,000)

     83.93        37,757,851         3,057,851           
  

 

 

   

 

 

    

 

 

         

Total investments in Hedge Funds
(cost $39,500,000)

     95.69        43,050,112       $ 3,550,112           
       

 

 

         

Other Assets, less Liabilities

     4.31        1,937,189              
  

 

 

   

 

 

            

Net Assets

     100.00   $ 44,987,301              
  

 

 

   

 

 

            

 

(a) A = Annually, B = Bi-Annually, M = Monthly, Q = Quarterly, S = Semi-Annually

 

The notes to the financial statements are an integral part of,
and should be read in conjunction with, the financial statements.
  mainstayinvestments.com/privateadvisors      11   


Statement of Assets and Liabilities March 31, 2013

 

Assets         

Investments in Hedge Funds, at fair value
(identified cost $39,500,000)

   $ 43,050,112   

Cash

     2,009,244   

Due from Feeder Fund

     100,000   

Due from Manager (See Note 5)

     11,083   

Prepaid assets

     89,284   
  

 

 

 

Total assets

     45,259,723   
  

 

 

 
Liabilities         

Accrued expenses

     172,422   

Subscriptions received in advance

     100,000   
  

 

 

 

Total liabilities

     272,422   
  

 

 

 

Net Assets

   $ 44,987,301   
  

 

 

 
Composition of Net Assets:         

Net capital

   $ 42,703,387   

Accumulated net investment income (loss)

     (1,266,198

Net unrealized appreciation (depreciation) on investments in Hedge Funds

     3,550,112   
  

 

 

 

Net Assets

   $ 44,987,301   
  

 

 

 
Net Asset Value Per Share:         

42,651.68 Shares issued and outstanding, Par value $0.001 per Share 450,000 registered Shares of beneficial interest

   $ 1,054.76   
  

 

 

 
 

 

12    Private Advisors Alternative Strategies Master Fund   The notes to the financial statements are an integral part of,
and should be read in conjunction with, the financial statements.


Statement of Operations

for the period May 1, 2012 (commencement of operations) through March 31, 2013

 

Expenses

  

Management Fee (See Note 4)

   $ 412,728   

Offering costs

     285,657   

Administration fees

     185,254   

Professional fees

     101,000   

Trustees

     25,694   

Shareholder communication

     15,000   

Insurance fees

     13,290   

Transfer agent

     11,791   

Custodian

     5,000   

Miscellaneous

     8,000   
  

 

 

 

Total expenses before waiver/reimbursement

     1,063,414   

Expense waiver/reimbursement from Manager

     (500,603
  

 

 

 

Net expenses

     562,811   
  

 

 

 

Net investment income (loss)

     (562,811
  

 

 

 
Net realized and unrealized gain (loss)
on investments
   

Net change in unrealized appreciation (depreciation) on investments in Hedge Funds

     3,550,112   
  

 

 

 

Net increase (decrease) in net assets resulting from operations

   $ 2,987,301   
  

 

 

 
 

 

The notes to the financial statements are an integral part of,
and should be read in conjunction with, the financial statements.
  mainstayinvestments.com/privateadvisors      13   


Statement of Changes in Net Assets

for the period May 1, 2012 (commencement of operations) through March 31, 2013

 

Increase (decrease) in net assets resulting from operations:         

Net investment income (loss)

   $ (562,811

Net change in unrealized appreciation (depreciation) on investments in Hedge Funds

     3,550,112   
  

 

 

 

Net increase (decrease) in net assets resulting from operations

     2,987,301   
  

 

 

 

Distributions to shareholders from:

  

Net investment income

     (703,387
  

 

 

 

Capital share transactions:

  

Subscriptions (representing 2,052.87 Shares)

     2,100,000   

Distributions reinvested (representing 698.81 Shares)

     703,387   
  

 

 

 

Increase (decrease) in net assets derived from capital share transactions

     2,803,387   
  

 

 

 

Net increase (decrease) in net assets

     5,087,301   

Net assets, beginning of period (representing 39,900 Shares)

     39,900,000   
  

 

 

 

Net assets, end of period (representing 42,651.68 Shares)

   $ 44,987,301   
  

 

 

 
 

 

14    Private Advisors Alternative Strategies Master Fund   The notes to the financial statements are an integral part of,
and should be read in conjunction with, the financial statements.


Statement of Cash Flows

for the period May 1, 2012 (commencement of operations) through March 31, 2013

 

Cash flows from operating activities   

Net increase (decrease) in net assets resulting from operations

   $ 2,987,301   

Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by (used in) operating activities:

  

Purchases of investments in Hedge Funds

     (39,500,000

Net change in unrealized appreciation (depreciation) on investments in Hedge Funds

     (3,550,112

Changes in operating assets and liabilities:

  

Due from Manager (See Note 5)

     (11,083

Prepaid assets

     (89,284

Accrued expenses

     172,422   
  

 

 

 

Net cash provided by (used in) operating activities

     (39,990,256
  

 

 

 
Cash flows from financing activities         

Subscriptions

     2,100,000   
  

 

 

 

Net cash provided by (used in) financing activities

     2,100,000   
  

 

 

 

Net increase (decrease) in cash

     (37,890,756

Cash, beginning of period

     39,900,000   
  

 

 

 

Cash, end of period

   $ 2,009,244   
  

 

 

 

Supplemental disclosure of cash flow information:

  

Distributions reinvested

   $ 703,387   
  

 

 

 
 

 

The notes to the financial statements are an integral part of,
and should be read in conjunction with, the financial statements.
  mainstayinvestments.com/privateadvisors      15   


Notes to Financial Statements

 

1.  Organization and Business

Private Advisors Alternative Strategies Master Fund (the “Master Fund”) was organized on December 15, 2011 as a Delaware statutory trust pursuant to an Agreement and Declaration of Trust (“Declaration of Trust”) dated December 14, 2011. The Master Fund is a non-diversified closed-end management investment company registered under the Investment Company Act of 1940 as amended (“1940 Act”). The Master Fund commenced investment operations on May 1, 2012 (“Commencement of Operations”).

The Master Fund is a “Master” fund within what is known in the investment company industry as a “master-feeder” structure. Within this structure, another closed-end, non-diversified management company, Private Advisors Alternative Strategies Fund (the “Feeder Fund”), invests substantially all of its assets, net of reserves maintained for reasonably anticipated expenses, in the Master Fund. The Master Fund may also accept investments from certain other investors as well, including, among others, investors purchasing shares through (i) certain “wrap fee” or other programs sponsored by financial intermediary firms and (ii) certain non-broker/dealer registered investment advisory firms.

The investment objective of the Master Fund is to seek long-term capital appreciation above equity returns over a full market cycle with volatility that is lower than that of the equity market and returns that demonstrate a low correlation to both traditional equity and fixed income markets. The Master Fund seeks to achieve this investment objective by investing principally in private investment funds or “hedge funds” managed by third-party portfolio managers (“Portfolio Managers”) who employ diverse styles and strategies (“Hedge Funds”). The Master Fund generally seeks to invest in Hedge Funds managed by Portfolio Managers who have proven investment management experience and who invest in the Hedge Funds they manage alongside their clients’ capital. The investment strategies employed by the Portfolio Managers may include, among others, credit, event-driven, distressed, global macro, income, long/short equity and relative value/arbitrage strategies.

New York Life Investment Management LLC (“New York Life Investments” or the “Manager”), a Delaware limited liability company, is registered as an investment adviser under the Investment Advisers Act of 1940, as amended (“Advisers Act”), and serves as the Master Fund’s investment manager. New York Life Investments has in turn delegated its portfolio management responsibilities to Private Advisors LLC, a Virginia limited liability company, (“Private Advisors”), who serves as the Master Fund’s subadvisor (together with New York Life Investments, the “Advisors”). New York Life Investments also serves as the investment manager to the Feeder Fund and Private Advisors also serves as the subadvisor to the Feeder Fund. Subject to policies adopted by the Master Fund’s Board of Trustees (“Board”), Private Advisors, among other things, (i) manages the day-to-day investment operations of the Master Fund, (ii) seeks investment opportunities for the Master Fund, and (iii) monitors the performance of and makes investment and trading decisions with respect to the Master Fund’s investment portfolio.

The Board has overall responsibility for monitoring and overseeing the Master Fund’s investment program and its management and operations. A majority of the Trustees are “Independent Trustees” who are not “interested persons” (as defined by the 1940 Act) of the Master Fund.

As of March 31, 2013, the Feeder Fund represented $1,387,022 or 3.08% of the Master Fund’s net assets.

2.  Significant Accounting Policies

The Master Fund prepares its financial statements, which are expressed in U.S. dollars, in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and follows significant accounting policies described below.

Investment in the Fund

NYLIFE Distributors LLC (“Distributor”), an affiliate of the Advisors, acts as the distributor of the Master Fund’s shares of beneficial interest (“Shares”). The Distributor may enter into selected dealer arrangements with various brokers, dealers, banks and other financial intermediaries (“Financial Intermediaries”) to sell Shares.

Although the Shares are registered under the Securities Act of 1933, as amended (“Securities Act”), investments in the Master Fund generally may be made only by investors that satisfy the definition of “accredited investors” as defined in Rule 501(a) of Regulation D under the Securities Act (“Eligible Investors”). Eligible Investors who subscribe for Shares and are admitted to the Master Fund become shareholders (“Shareholders”) of the Master Fund. Generally, Shares will be continuously offered on a monthly basis at a price equal to their then current net asset value (“NAV”) per Share. The minimum initial subscription for Shares is $50,000, and the minimum subsequent subscriptions are $10,000. The Master Fund may accept subscriptions for lesser amounts at the discretion of the Advisors. Shares are offered for purchase as of the first business day of each month or at such other times as determined in the discretion of the Board. Shares are subject to substantial restrictions on transferability and resale, and may not be transferred or resold except as permitted under the Master Fund’s Declaration of Trust. With very limited exceptions, redemptions in Shares will be provided only through periodic tender offers, if any, by the Master Fund, as described below.

No Shareholder or other person holding Shares acquired from a Shareholder has the right to require the Master Fund to redeem Shares. The Master Fund may from time to time offer to repurchase Shares from its Shareholders in accordance with written tenders by Shareholders. Each tender offer may be limited and will generally apply to 20% of the assets of the Master Fund at those times, in those amounts, and on such terms and conditions as the Board may determine in its sole discretion. If a tender offer is oversubscribed, the Master Fund will, in its sole discretion, either (a) accept the additional Shares permitted to be accepted pursuant to Rule 13e-4(f)(1) under the Securities Exchange Act of 1934, as amended; (b) extend the tender offer, if necessary, and increase the number of Shares that the Fund is offering to repurchase to a number it believes sufficient to accommodate the excess Shares tendered as well as any Shares tendered during the extended offer; or (c) accept Shares tendered on or before the expiration date for payment on a pro rata basis based on the number of tendered Shares. In determining whether the Master Fund should offer to repurchase Shares from Shareholders, the Board will consider the recommendations of the Advisors as to the timing of such an offer, as well as a variety of operational, business and economic factors. In the event that the Master Fund does not at least once during any 24 consecutive month period beginning after January 1, 2013, offer to repurchase Shares tendered in accordance with such terms and conditions as the Board may determine in its sole discretion, the Board will be required to call a meeting of Shareholders for the purposes of considering whether to dissolve the Master Fund.

 

 

16    Private Advisors Alternative Strategies Master Fund


The Advisors expect that they will generally recommend to the Board that the Master Fund offer to repurchase Shares from Shareholders quarterly on the last business day of March, June, September and December. However, the Master Fund is not required to conduct a tender offer and may be less likely to conduct tenders during periods of exceptional tender conditions or when Hedge Funds suspend redemptions. The Master Fund will require that each tendering Shareholder tender a minimum of $25,000 worth of Shares, subject to the Board’s ability to permit a Shareholder to tender a lesser amount in its discretion. A tender offer to purchase up to 20% of the net assets of the Master Fund commenced on March 22, 2013. The tender offer had an expiration date of April 22, 2013. As of March 31, 2013, no responses for redemption have been received.

A 5.00% early repurchase fee (“Repurchase Fee”) will be assessed to any Shareholder that tenders his or her Shares to the Master Fund prior to the business day immediately preceding the one-year anniversary of the Shareholder’s purchase of the respective Shares. The Repurchase Fee applies separately to each purchase of Shares made by a Shareholder. The purpose of the Repurchase Fee is to, among other things, discourage short-term investments, which are generally disruptive to the Master Fund’s investment program.

The Master Fund was initially capitalized with $100,000 of capital on April 3, 2012. In addition, $39,800,000 was invested into the Master Fund by New York Life Investments on April 25, 2012.

Valuation of Investments

Private Advisors has designed ongoing due diligence processes with respect to the Hedge Funds and their Portfolio Managers, which assist Private Advisors in assessing the quality of information provided by, or on behalf of, each Hedge Fund and in determining whether such information continues to be reliable or whether further investigation is necessary. Such investigation, as applicable, may or may not require Private Advisors to forego their normal reliance on the value supplied by, or on behalf of, such Hedge Fund and to determine independently a fair valuation of the Master Fund’s interest in such Hedge Fund, consistent with the Master Fund’s fair valuation procedures.

The Board has adopted procedures for the valuation of each of the Hedge Funds and has delegated the responsibility for valuation determination under those procedures to the Valuation Committee of the Board (the “Valuation Committee”). The Board has also authorized the Valuation Committee to appoint a Sub-Committee (“Valuation Sub-Committee”) to deal in the first instance with questions that arise or cannot be resolved under these procedures. The Valuation Sub-Committee will meet (in person, via electronic mail or via teleconference) on an as-needed basis. Determinations of the Valuation Committee and the Valuation Sub-Committee are subject to review and ratification and are subject to review and ratification by the Board at its next regularly scheduled meeting after the fair valuations are determined. The procedures recognize that, subject to the oversight of the Board and unless otherwise noted, primary responsibility for the monthly valuation of portfolio assets (including Hedge Funds for which market prices are not readily available) rests with Private Advisors and/or New York Life Investments.

Investments in Hedge Funds

The Board has approved procedures pursuant to which the Master Fund values its investments in Hedge Funds at fair value, which ordinarily will be the amount equal to the Master Fund’s pro rata interest in the net assets of each such Hedge Fund, as such value is supplied by, or on behalf of, the Hedge Fund’s portfolio manager from time to time, usually monthly. The Master Fund complies with the authoritative guidance under GAAP for estimating the fair value of investments in the Hedge Funds that have calculated net asset value in accordance with the specialized accounting guidance for investment companies (the “practical expedient”). Investments in Hedge Funds are generally valued, as a practical expedient, utilizing the net asset valuations provided by the Hedge Funds when the net asset valuations of the investments are calculated without further adjustment (or adjusted by the Master Fund if the NAV is deemed to be not reflective of fair value). The Master Fund applies the practical expedient to its investments in Hedge Funds on an investment-by-investment basis and consistently with the Master Fund’s entire position in a particular investment unless it is probable that the Master Fund will sell an investment at an amount different from the net asset valuation or in other situations where the practical expedient is not available. When the Master Fund believes alternative valuation techniques are more appropriate, the Master Fund considers other factors in addition to the net asset valuation, such as, but not limited to, features of the investment, including subscription and redemption rights, expected discounted cash flows, transactions in the secondary market, bids received from potential buyers, and overall market conditions in its determination of fair value. Certain financial statements of the Hedge Funds were either not available or excluded details of investment securities portfolios. As of March 31, 2013 the Master Fund’s Advisors were unaware of any significant issuer concentration in the Hedge Funds.

The valuations reported by the Portfolio Managers, upon which the Fund primarily relies in calculating its month-end NAV and NAV per Share, may be subject to later adjustment, based on information reasonably available at that time. The Master Fund will pay repurchase proceeds, as well as calculate management and other fees, on the basis of net asset valuations determined using the best information available as of the valuation date. In the event that a Hedge Fund, in accordance with its valuation procedures, subsequently corrects, revises or adjusts an unaudited estimated or final value that was properly relied upon by the Master Fund, the Master Fund will generally not make any retroactive adjustments to its NAV, or to any amounts paid based upon such NAV, to reflect a revised valuation. If, after the Master Fund pays repurchase proceeds, one or more of the valuations used to determine the NAV on which the repurchase payment is based are revised, the repurchasing Shareholders (if the valuations are revised upward) or the remaining Shareholders (if the valuations are revised downwards) will bear the risk of such revisions. A repurchasing Shareholder will neither receive distributions from, nor will it be required to reimburse, the Master Fund in such circumstances. This may have the effect of diluting or increasing the economic interest of other Shareholders. Such adjustments or revisions, whether increasing or decreasing the NAV at the time they occur, because they relate to information available only at the time of the adjustment or revision, will not affect the amount of the repurchase proceeds received by Shareholders who had their Shares repurchased prior to such adjustments and received their repurchase proceeds. As a

 

 

mainstayinvestments.com/privateadvisors      17   


Notes to Financial Statements (continued)

 

result, to the extent that such subsequently adjusted valuations from Portfolio Managers or revisions to NAV of a Hedge Fund adversely affect the Master Fund’s NAV, the outstanding Shares of the Fund will be adversely affected by prior repurchases to the benefit of Shareholders who had their Shares repurchased at an NAV per Share higher than the adjusted amount. Conversely, any increases in the NAV per Share resulting from such subsequently adjusted valuations will be entirely for the benefit of the holders of the outstanding Shares and to the detriment of Shareholders who previously has their Shares repurchased at an NAV per Share lower than the adjusted amount. New Shareholders, as well as Shareholders purchasing additional Shares, may be affected in a similar way because the same principles apply to the subscription for Shares.

Because of the inherent uncertainty of valuation, the estimated value of Hedge Funds for which no ready market exists may differ significantly from the value that would be used had a ready market for the security existed, and the differences could be material. When market quotations may not be available, investments such as complex or unique financial instruments may be priced pursuant to a number of methodologies, such as computer-based analytical modeling or individual security evaluations. These methodologies generate approximations of market values, and there may be significant professional disagreement about the best methodology for a particular type of financial instruments or different methodologies that might be used under different circumstances. In the absence of an actual market transaction, reliance on such methodologies is essential, but may introduce significant variances in the ultimate valuation of Hedge Funds.

The following are descriptions of the various strategies utilized by the underlying Hedge Funds.

Convertible Arbitrage

Portfolio Managers who utilize this strategy take advantage of price discrepancies within a company’s capital structure. Portfolio Managers in this strategy typically purchase a convertible bond or convertible preferred stock of the issuer while simultaneously selling short the underlying security (often in issuer’s common stock) and, in many cases, shorting a credit instrument of the issuer. Accordingly, the Portfolio Managers’ positions are hedged and therefore returns are dependent upon the relative price movements of the securities, not upon the movements of the securities markets. Portfolio Managers usually leverage their portfolios in order to enhance returns.

Distressed Corporate

Portfolio Managers seek to purchase securities (typically debt) of companies experiencing financial or operating difficulties due to excessive debt burdens or temporary liquidity problems. Often these companies are in or about to enter bankruptcy. Understanding the complexities of the bankruptcy process allows experienced distressed Portfolio Managers to profit by buying the securities at a deep discount to intrinsic value.

Global Macro

This strategy relies on the assessment of relative valuations at a macroeconomic level across multiple geographies and asset classes based on economic indicators, trend and factor analysis and flow of funds data.

Investments can span the fixed income, currency, commodity and equity markets. Macro investing is generally a liquid, high frequency trading strategy.

Long/Short Credit

This strategy involves taking both long and short positions in distinct corporate debt instruments.

Long/Short Equity

This strategy involves taking both long and short positions primarily in public equities.

Structured Credit

This strategy attempts to isolate returns by trading in tranches of various types of structured credit instruments. This may include multiple tranches of collateralized debt obligations (CDOs), collateralized loan obligations (CLOs), residential mortgage-backed securities (RMBS), commercial mortgage-backed securities (CMBS), credit default swaps (CDS), credit default swap index (CDX), asset-backed securities index (ABX) and commercial mortgage-backed securities index (CMBX).

Distribution of Income and Gains

The Master Fund intends to distribute all of its net investment income, and net short-term and long-term capital gain, if any, to Shareholders each year as required to maintain regulated investment company (“RIC”) status. Distributions will be made annually to each Shareholder pro rata based upon the number of Shares held by such Shareholder on the record date and will be net of expenses.

In order to satisfy the diversification requirements under Subchapter M of the Internal Revenue Code, the Master Fund generally invests its assets in Hedge Funds organized outside the United States that are treated as corporations for U.S. tax purposes and are expected to be classified as passive foreign investment companies (“PFICs”). As such, the Master Fund expects that its distributions generally will be taxable as ordinary income to the Shareholders.

Pursuant to the dividend reinvestment plan established by the Master Fund (“DRIP”), each Shareholder whose Shares are registered in its own name will automatically be a participant under the DRIP and have all income, dividends and/or capital gains distributions automatically reinvested in additional Shares unless such Shareholder specifically elects to receive all income, dividends and capital gain distributions in cash.

Statement of Cash Flows

The cash amount shown in the Statement of Cash Flows of the Master Fund is the amount included in the Master Fund’s Statement of Assets and Liabilities and represents the cash on hand at its custodian and does not include any Short-Term Investments or restricted cash.

Income and Operating Expenses

The Master Fund bears its own expenses including, but not limited to, legal expenses, accounting expenses (including third-party accounting

 

 

18    Private Advisors Alternative Strategies Master Fund


services), auditing and other professional expenses, administration expenses and custody expenses. Interest income and interest expense are recorded on an accrual basis. Operating expenses are recorded as incurred.

In addition, the Master Fund bears a pro rata share of the fees and expenses of the Hedge Funds in which it invests. Because the Hedge Funds have varied expense and fee levels and the Master Fund may own different proportions of the Hedge Funds at different times, the amount of fees and expenses incurred indirectly by the Master Fund may vary. These indirect expenses of the Hedge Funds are not included in realized gains/losses on investments and unrealized appreciation/depreciation on investments on the Statement of Operations.

Recognition of Gains and Losses

Changes in unrealized appreciation or depreciation from each Hedge Fund are included in the Statement of Operations as net change in unrealized appreciation (depreciation) on investments in Hedge Funds.

Investment transactions in Hedge Funds are recorded on a trade date basis. Any proceeds received from Hedge Fund redemptions that are in excess of the Hedge Funds’ cost basis are classified as net realized gain from investments in Hedge Funds on the Statement of Operations. Any proceeds received from Hedge Fund redemptions that are less than the Hedge Funds’ cost basis are classified as net realized loss from investments in Hedge Funds on the Statement of Operations. Realized gains and losses from investments in Hedge Funds are calculated based on specific identification.

Use of Estimates

In preparing financial statements in conformity with GAAP, management makes estimates and assumptions that affect the reported amounts and disclosures in the financial statements such as valuation of its investments. Actual results could differ from those estimates.

3.  Income Taxes

Federal Income Taxes

The Master Fund intends to comply with the requirements of the Internal Revenue Code of 1986, as amended, applicable to RICs and to distribute substantially all of its taxable income to its Shareholders. Therefore, no provision for federal income taxes is required. The Master Fund has adopted a tax year-end of October 31. Unless otherwise indicated, all applicable tax disclosures reflect tax adjusted balances as of October 31, 2012. The Master Fund files tax returns with the U.S. Internal Revenue Service and various states. The Master Fund may be subject to taxes imposed by countries in which it invests. Such taxes are generally based on income earned or gains realized or repatriated. Taxes are accrued and applied to net investment income, net realized capital gains and net unrealized appreciation, as applicable, as the income is earned or capital gains are recorded. Management evaluates its tax positions to determine if the tax positions taken meet the minimum recognition threshold in connection with accounting for uncertainties in income tax positions taken or expected to be taken for the purposes of measuring and recognizing tax liabilities in the financial statements. Recognition of tax benefits of an uncertain tax position is

required only when the position is “more likely than not” to be sustained assuming examination by taxing authorities. Management has analyzed the Master Fund’s tax positions taken on federal, state and local income tax returns for the open tax year (for up to three tax years), and has concluded that no provision for federal, state and local income tax are required in the Master Fund’s financial statements. The Master Fund’s federal, state and local income and federal excise tax returns for tax years for which the applicable statutes of limitation have not expired are subject to examination by the Internal Revenue Service and state and local departments of revenue.

There were no distributions paid during the period May 1, 2012 (Commencement of Operations) through October 31, 2012.

As of October 31, 2012, the components of distributable earnings on a tax basis were as follows:

 

Undistributed ordinary income

   $ 703,387   

Unrealized appreciation (depreciation)

     (706,381

Accumulated net realized gain (loss)

       

As of October 31, 2012, the cost and related gross unrealized appreciation and depreciation for tax purposes were as follows:

 

Cost of investments for tax purposes

   $ 38,900,321   

Gross tax unrealized appreciation

   $   

Gross tax unrealized depreciation

     (706,381

Net tax unrealized appreciation (depreciation) on investments

   $ (706,381

Temporary differences are due to the different treatment for book and tax of the Master Fund’s investment in PFICs.

4.  Fair Value of Financial Instruments

“Fair value” is defined as the price that the Master Fund would receive upon selling an investment or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

In determining fair value, the Master Fund uses the practical expedient. A fair value hierarchy for inputs is used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that most observable inputs are to be used when available. The fair value hierarchy is categorized into three levels based on the inputs as follows:

The fair value hierarchy categorizes asset and liability positions into one of three levels, as summarized below, based on the inputs and assumptions used in deriving fair value.

 

 

Level 1—Unadjusted quoted prices in active markets for identical, unrestricted assets or liabilities that the Master Fund has the ability to access at the measurement date;

 

 

Level 2—Quoted prices which are not active, quoted prices for similar assets or liabilities in active markets or inputs other than quoted prices that are observable (either directly or indirectly) for substantially the full term of the asset or liability. Investments in Hedge Funds that are redeemable at net asset value without penalties within 3 months of period-end are considered Level 2 assets and represent the net asset values as reported by the Hedge Funds; and

 

 

mainstayinvestments.com/privateadvisors      19   


Notes to Financial Statements (continued)

 

 

Level 3—Significant unobservable prices or inputs (including the Master Fund’s own assumptions in determining the fair value of investments) where there is little or no market activity for the asset or liability at the measurement date. Investments in Hedge Funds that are not redeemable at net asset value within 3 months of period-end, or are subject to a redemption penalty extending past three months are considered Level 3 assets and represent the net asset values as reported by the Hedge Funds.

Fair value is a market-based measure, based on assumptions of prices and inputs considered from the perspective of a market participant that are current as of the measurement date, rather than an entity-specific measure. Therefore, even when market assumptions are not readily available, the Master Fund’s own assumptions are set to reflect those that market participants would use in pricing the asset or liability at the measurement date.

The availability of valuation techniques and observable inputs can vary from investment to investment and are affected by a wide variety of factors, including the type of investment, whether the investment is new and not yet established in the market place, the liquidity of markets and other characteristics particular to the transaction. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Because of the inherent uncertainty of valuation, those

estimated values may be materially higher or lower than the values that would have been used has a ready market for the investments existed, and the differences could be material. Accordingly, the degree of judgment exercised by the Master Fund in determining fair value is greatest for investments categorized in Level 3. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy which the fair value measurement falls in its entirety is determined based on the lowest level input that is significant to the fair value measurement.

Investments in Hedge Funds are included in Level 2 or 3 of the fair value hierarchy. In determining the level, the Master Fund considers the length of time until the investment is redeemable, including notice and lock-up periods or any other restrictions on the disposition of the investment. The Master Fund also considers the nature of the portfolios of the underlying Hedge Funds and their ability to liquidate their underlying investments. If the Master Fund does not know when it will have the ability to redeem its investment in the near term, the investment is included in Level 3 of the fair value hierarchy.

The valuation techniques used by the Master Fund to measure fair value maximizes the use of observable inputs and minimizes the use of unobservable inputs.

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

 

 

The following is a summary of the fair value inputs used as of March 31, 2013 in valuing the Master Fund’s investments in Hedge Funds.

 

    Assets at Fair Value as of March 31, 2013  
    Level 1     Level 2     Level 3     Total  

Investments in Hedge Funds

       

Bahamas Domiciled

       

Global Macro

  $      $ 1,791,910      $      $ 1,791,910   

Bermuda Domiciled

       

Long/Short Equity

           1,853,264               1,853,264   

British Virgin Islands Domiciled

       

Long/Short Equity

           1,647,087               1,647,087   

Cayman Islands Domiciled

       

Convertible Arbitrage

           1,244,794               1,244,794   

Distressed Corporate

           912,325        3,236,492        4,148,817   

Global Macro

           3,702,143               3,702,143   

Long/Short Credit

           2,880,362               2,880,362   

Long/Short Equity

           12,203,817        3,494,355        15,698,172   

Multi-Strategy

           7,193,845               7,193,845   

Structured Credit

           2,889,718               2,889,718   
 

 

 

   

 

 

 

Total investments in Hedge Funds

  $      $ 36,319,265      $ 6,730,847      $ 43,050,112   
 

 

 

 

The Master Fund recognizes transfers between levels as of the beginning of the period.

 

20    Private Advisors Alternative Strategies Master Fund


The following is a reconciliation of investments in Hedge Funds in which significant unobservable inputs (Level 3) were used in determining value:

 

    Cayman Islands Domiciled  
    Distressed
Corporate
    Long/Short Equity     Total  
Balance as of May 1, 2012      

(Commencement of Operations)

  $      $      $   
Net realized gains (losses)                     
Net change in unrealized appreciation (depreciation)     436,492        294,355        730,847   
Purchases     2,800,000        3,200,000        6,000,000   
Sales                     
Transfers into Level 3 (a)                     
Transfers out of Level 3 (a)                     
 

 

 

   

 

 

   

 

 

 

Balance as of March 31, 2013

  $ 3,236,492      $ 3,494,355      $ 6,730,847   
 

 

 

   

 

 

   

 

 

 
Net change in unrealized appreciation (depreciation) on Level 3 investments in Hedge Funds still held as of March 31, 2013   $ 436,492      $ 294,355      $ 730,847   
 

 

 

   

 

 

   

 

 

 

 

(a) Transfers between levels may occur based on changes in the underlying Hedge Funds and/or changes in liquidity and are recognized as of the beginning of the period.

Net realized gains (losses) and net change in unrealized appreciation (depreciation) presented above are reflected in the accompanying Statement of Operations.

 

5.  Fees and Related Party Transactions

The Master Fund bears all of the expenses of its own operations, including, but not limited to, the investment management fee for the Master Fund payable to New York Life Investments, administration fees, custody fees, and transfer agent fees payable to State Street Bank and Trust Company (“State Street”).

In consideration of the management services provided by New York Life Investments to the Master Fund, the Master Fund pays New York Life Investments a monthly management fee of 0.0917% (1.10% on an annualized basis) of the Master Fund’s month end NAV (“Management Fee”). New York Life Investments will pay a portion of the Management Fee it receives from the Master Fund (net of any fee waiver or expense reimbursement arrangements) to Private Advisors for the provision of its subadvisory services. For the period ended March 31, 2013, the Master Fund incurred management fees of $412,728.

New York Life Investments has contractually agreed to waive fees and/or reimburse expenses so that Total Annual Operating Expenses (excluding taxes, interest, litigation, extraordinary expenses, brokerage and other transaction expenses relating to the purchase or sale of portfolio investments, and Acquired (Underlying) Fund Fees and Expenses (i.e., the expenses of the underlying Hedge Funds)) do not exceed 1.50% of its average month-end net assets. This agreement will remain in effect until August 1, 2014, and shall renew automatically for one-year terms unless New York Life Investments provides written notice of termination prior to the start of the next term or upon approval of the Board. Accordingly, $500,603 of expenses was reimbursed of which $285,657 pertained to offering costs (See Note 8), so that expenses do not exceed 1.50% of its average month-end net assets. As of March 31, 2013, $11,083 is due from the Manager.

The Master Fund has retained State Street to provide administrative and accounting services to the Master Fund. State Street also serves as the Master Fund’s transfer agent and custodian. Under the terms of an administration agreement with the Master Fund (“Administration

Agreement”), State Street is responsible for, among other things: (i) reconciling cash and investment balances; (ii) maintaining the general ledger and sub-ledger accounts and arranging for the computation of the Master Fund’s NAV; (iii) preparing the Master Fund’s annual and semi-annual reports; (iv) maintaining the register of Shareholders; (v) processing matters relating to subscriptions for and repurchases of Shares; and (vi) issuing reports and transaction statements to Shareholders. For its services, State Street is paid a monthly fee directly from the Master Fund. For the period ended March 31, 2013, the Master Fund incurred administration fees, custody fees, and transfer agent fees of $185,254, $5,000, and $11,791, respectively.

From time to time, the Master Fund may have a concentration of Shareholders holding a significant percentage of its net assets. Investment activities of these Shareholders could have a material impact on the Master Fund. As of March 31, 2013, New York Life Management Holdings, LLC, an affiliate of the Advisors, maintains a significant holding in the Master Fund which represents 95.18% of the Master Fund’s NAV.

6.  Investments in Hedge Funds

As of March 31, 2013, the Master Fund had investments in 28 Hedge Funds. The Master Fund, as an investor in these Hedge Funds, pays management fees of up to 4.00% (per annum) of the NAV of its ownership interest in such Hedge Funds, as well as incentive fees or allocations of up to 27.00% of net profits earned that are allocable to the Master Fund’s ownership interest in such Hedge Funds. Although the foregoing ranges of Master Fund expenses are based on audited financial data received from the Hedge Funds, the ranges were not audited by the Master Fund’s independent registered public accounting firm.

Aggregate purchases of investments in Hedge Funds for the period ended March 31, 2013 were $39,500,000. The Master Fund had no proceeds from sales of investments in Hedge Funds for the period ended March 31, 2013. There were no unfunded commitments outstanding to Hedge Funds as of March 31, 2013.

 

 

mainstayinvestments.com/privateadvisors      21   


Notes to Financial Statements (continued)

 

7.  Offering of Shares

The Master Fund’s Share activities for the period ended March 31, 2013 were as follows:

 

                                                                                                           

Balance as of
May 1, 2012*

  Subscriptions     Redemptions     Distributions
reinvested
    Balance as of
March 31, 2013
 

39,900

    2,052.87               698.81        42,651.68   

 

* Commencement of Operations

8.  Organization and Offering Expenses

New York Life Investments has agreed to pay all of the Master Fund’s organizational expenses. As a result, organizational expenses of the Master Fund are not reflected in the Master Fund’s financial statements. Organizational expenses incurred through March 31, 2013 and paid by New York Life Investments were $308,129.

The Master Fund will bear its own offering costs, as well as the offering costs related to the Feeder Fund. As of March 31, 2013, the Master Fund had incurred offering costs of $344,143, of which $285,657 have been expensed over the period May 1, 2012 (Commencement of Operations) through March 31, 2013 and has been reimbursed in accordance with the Expense Limitation Agreement. (See Note 5).

9.  Risks and Contingencies

The Master Fund may be subject to various risk factors including the following broad categories (i) the risks related to an investment in the Master Fund; (ii) the risks related to the types of investments utilized by the Hedge Funds; (iii) the risks related to the investment strategies of the Hedge Funds; and (iv) the risks related to the management and operations of the Hedge Funds.

The Master Fund is a recently organized management investment company and had no previous operating history as (i) an investment company registered under the 1940 Act, or (ii) a “master” fund in a “master-feeder” structure. An investment in the Master Fund is therefore subject to all of the risks and uncertainties associated with operating in such capacities.

Because Hedge Funds may have the ability to concentrate their investments by investing an unlimited amount of their assets in a specific issuer, sector, market, industry, strategy, country or geographic region, Hedge Funds will be subject to risks such as rapid obsolescence of technology, sensitivity to regulatory changes, minimal barriers to entry and sensitivity to overall market swings, and may be more susceptible to risks associated with a single economic, political or regulatory circumstance or event than a more diversified portfolio might be.

Certain of the Portfolio Managers will, among other things, seek to utilize specialized investment strategies, follow allocation methodologies, apply investment models or assumptions, achieve a certain level of performance relative to specified benchmarks, and enter into hedging and other strategies intended, among other things, to affect the Hedge Funds’ performance, risk levels, and/or market correlation. There can be no assurance that any Portfolio Manager will have success in achieving any goal related to such practices. The Portfolio Managers may be unable to, or may choose in their judgment not to seek to, achieve such goals.

Although Private Advisors generally seeks to invest with Portfolio Managers that have a minimum three-year Hedge Fund performance track record, there could be exceptions for sufficiently compelling opportunities. In this regard, certain Hedge Funds may have no prior or limited operating history upon which Private Advisors can evaluate their potential performance. The past investment performance of Hedge Funds managed by Portfolio Managers in which the Master Fund invests or expect to invest may not be construed as an indication of the future results of an investment in the Master Fund. In addition, Portfolio Managers that have no or limited operating history may not have direct experience managing Hedge Funds, including experience with financial, legal or regulatory considerations unique to Hedge Funds, and because there is generally less information available on which to base an opinion of such Portfolio Managers’ investment and management expertise, these types of investments may be subject to greater risk and uncertainty than investments with more experienced Portfolio Managers.

10.  Contractual Obligations

The Master Fund enters into contracts that contain a variety of indemnifications. The Master Fund’s maximum exposure under these arrangements is unknown. However, the Master Fund has not had prior claims or losses pursuant to these contracts and expects the risk of loss to be remote.

11.  Financial Highlights

The following summary represents per Share data, ratios to average net assets and other financial highlights information for Shareholders for the period May 1, 2012 (commencement of operations) through March 31, 2013:

 

    2013  

Per Share operating performance:

 

Net asset value at beginning of period

  $ 1,000.00   
 

 

 

 

Net investment income (loss) (a)

    (13.87

Net change in unrealized appreciation (depreciation) on investments in Hedge Funds

    86.21   
 

 

 

 

Net increase (decrease) resulting from operations

    72.34   
 

 

 

 

Distributions paid

 

Net investment income

    (17.58
 

 

 

 

Net asset value at end of period

  $ 1,054.76   
 

 

 

 

Total investment return (b)

    7.32 % (c) 

Ratios (to average net assets)/Supplemental Data

 

Net investment income (loss) (d)

    (1.50 %) †† 

Net expenses (d)

    1.50 % †† 

Expenses (before waiver/reimbursement) (d)

    2.84 % †† 

Portfolio turnover rate (e)

    0.00

Net assets at end of period (in 000’s)

  $ 44,987   

 

†† 

Annualized.

(a) Per share data based on average Shares outstanding during the period.
(b) Total investment return is calculated exclusive of sales charges and assumes the reinvestment of dividends and distributions.
(c) Total investment return is not annualized.
(d) Ratios of expenses and net investment income (loss) do not include the impact of expenses and incentive allocations or incentive fees related to the Underlying Hedge Funds.
(e) The portfolio turnover rate reflects the investment activities of the Master Fund. Portfolio turnover was calculated at 0.00% as no securities were sold during the fiscal period.
 

 

22    Private Advisors Alternative Strategies Master Fund


The above ratios and total return have been calculated for the Shareholders taken as a whole. An individual Shareholder’s ratios and total return may vary from these due to the timing of capital share transactions.

12.  Subsequent Events

In connection with the preparation of the financial statements of the Master Fund for the period May 1, 2012 (Commencement of Operations) to March 31, 2013, events and transactions subsequent to March 31, 2013 through the date the financial statements were issued have been evaluated by the Master Fund’s management for possible adjustment and/or disclosure. No subsequent events requiring financial statement adjustment or disclosure have been identified.

 

mainstayinvestments.com/privateadvisors      23   


Board of Trustees and Officers

 

Management

The Board oversees the actions of the Advisors and the Distributor and decides on general policies governing the operations of the Funds. Information pertaining to the Trustees and officers is set forth below. Each Trustee serves until his or her successor is elected and qualified or until his or her resignation, death or removal. The Retirement Policy provides that a Trustee shall tender his or her resignation by the end of

the calendar year during which he or she reaches the age of 75. Officers serve a term of one year and are elected annually by the Trustees. The business address of each Trustee and officer listed below is 51 Madison Avenue, New York, New York 10010. A majority of the Trustees are not “interested persons” (as defined by the 1940 Act) of the Funds (“Independent Trustees”).

 

 

         

Name and

Date Of Birth

 

Term of Office,
Position Held
and Length

of Service

  Principal Occupation(s)
During Past Five Years
  Number of
Portfolios in
Fund Complex(2)
Overseen by
Trustee
  Other Directorships
Held by  Trustee(3)

Interested Trustee

   

John Y. Kim

9/24/60(1)

 

Trustee

(since 2011)

  Chief Investment Officer, New York Life Insurance Company (since 2011); President, Investments Group—New York Life Insurance Company (since 2012); Chairman of the Board of Managers and Chief Executive Officer, New York Life Investment Management LLC and New York Life Investment Management Holdings LLC (since 2008); Member of the Board, MacKay Shields LLC, Institutional Capital LLC, Madison Capital Funding LLC, and Cornerstone Capital Management Holdings LLC (fka Madison Square Investors LLC) (since 2008); Member of the Board of Managers, McMorgan and Company LLC and GoldPoint Partners (fka NYLCAP Manager LLC) (2008-2012); Member of the Board of Private Advisors, LLC (since 2010); Member of the Board of MCF Capital Management LLC (since 2012); and President, Prudential Retirement, a business unit of Prudential Financial, Inc. (2002 to 2007)   78   Trustee, MainStay Funds Trust since 2009 (33 funds); Trustee, The MainStay Funds since 2008 (12 funds); Trustee, MainStay VP Funds Trust since 2008 (29 portfolios); Trustee, MainStay DefinedTerm Municipal Opportunities Fund since 2011

 

24    Private Advisors Alternative Strategies Master Fund


         

Name and

Date Of Birth

 

Term of Office,
Position Held
and Length

of Service

  Principal Occupation(s)
During Past Five Years
  Number of
Portfolios in
Fund Complex(2)
Overseen by
Trustee
  Other Directorships
Held by  Trustee(3)

Independent Trustees

   

Susan B. Kerley

8/12/51

 

Trustee

(since 2011)

  President, Strategic Management Advisors (since 1990)   78   Trustee, MainStay Funds Trust since 2009 (33 funds); Trustee, The MainStay Funds since 2007 (12 funds); Trustee, MainStay VP Funds Trust since 2007 (29 portfolios); Trustee, Legg Mason Partners Funds, Inc., since 1991 (58 portfolios); Trustee, MainStay DefinedTerm Municipal Opportunities Fund since 2011
   

Alan R. Latshaw

3/27/51

 

Trustee

(since 2011)

  Retired; Partner, Ernst & Young LLP (2002 to 2003); Partner, Arthur Andersen LLP (1989 to 2002); Consultant to the MainStay Funds Audit and Compliance Committee (2004 to 2006)   78   Trustee and Audit Committee Financial Expert, MainStay Funds Trust since 2009 (33 funds); Trustee and Audit Committee Financial Expert, The MainStay Funds since 2006 (12 funds); Trustee and Audit Committee Financial Expert, MainStay VP Funds Trust since 2007 (29 portfolios); Trustee, State Farm Associates Funds Trusts since 2005 (4 portfolios); Trustee, State Farm Mutual Fund Trust since 2005 (15 portfolios); Trustee, State Farm Variable Product Trust since 2005 (9 portfolios); MainStay DefinedTerm Municipal Opportunities Fund since 2011
   

Peter Meenan

12/5/41

 

Chairman

(since 2013); Trustee

(since 2011)

  Independent Consultant; President and Chief Executive Officer, Babson—United, Inc. (financial services firm) (2000 to 2004); Independent Consultant (1999 to 2000); Head of Global Funds, Citicorp (1995 to 1999)   78   Trustee, MainStay Funds Trust since 2009 (33 funds); Trustee, The MainStay Funds since 2007 (12 funds); Trustee, MainStay VP Funds Trust since 2007 (29 portfolios) MainStay DefinedTerm Municipal Opportunities Fund since 2011
   

Richard H. Nolan, Jr.

11/16/46

 

Trustee

(since 2011)

  Managing Director, ICC Capital Management; President—Shields/Alliance, Alliance Capital Management (1994 to 2004)   78   Trustee, MainStay Funds Trust since 2009 (33 funds); Trustee, The MainStay Funds since 2007 (12 funds); Trustee, MainStay VP Funds Trust since 2006 (29 portfolios); Trustee, MainStay DefinedTerm Municipal Opportunities Fund since 2011
   

Richard S. Trutanic

2/13/52

 

Trustee

(since 2011)

  Chairman and Chief Executive Officer, Somerset & Company (financial advisory firm) (since 2004); Managing Director, The Carlyle Group (private investment firm) (2002 to 2004); Senior Managing Director, Partner and Trustee, Groupe Arnault S.A. (private investment firm) (1999 to 2002)   78   Trustee, MainStay Funds Trust since 2009 (33 funds); Trustee, The MainStay Funds since 1994 (12 funds); Trustee, MainStay VP Funds Trust since 2007 (29 portfolios); Trustee, MainStay DefinedTerm Municipal Opportunities Fund since 2011

 

mainstayinvestments.com/privateadvisors      25   


         

Name and

Date Of Birth

 

Term of Office,
Position Held
and Length

of Service

  Principal Occupation(s)
During Past Five Years
  Number of
Portfolios in
Fund Complex(2)
Overseen by
Trustee
  Other Directorships
Held by  Trustee(3)

Independent Trustees

   

Roman L. Weil

5/22/40

 

Trustee

(since 2011)

  Visiting Professor, University of California—San Diego (since 2012); Visiting Professor, Southern Methodist University (2011); Visiting Professor, NYU Stern School of Business, New York University (since 2011); President, Roman L. Weil Associates, Inc. (consulting firm) (since 1981); V. Duane Roth Professor Emeritus of Accounting, Chicago Booth School of Business, University of Chicago (1996-2008)   78   Trustee and Audit Committee Financial Expert, MainStay Funds Trust since 2009 (33 funds); Trustee and Audit Committee Financial Expert, The MainStay Funds since 2007 (12 funds); Trustee and Audit Committee Financial Expert, MainStay VP Funds Trust since 1994 (29 portfolios); Trustee and Audit Committee Financial Expert, MainStay DefinedTerm Municipal Opportunities Fund since 2011
   

John A. Weisser

10/22/41

 

Trustee

(since 2011)

  Retired; Managing Director, Salomon Brothers, Inc. (1971 to 1995)   78   Trustee, MainStay Funds Trust since 2009 (33 funds); Trustee, The MainStay Funds since 2007 (12 funds); Trustee, MainStay VP Funds Trust since 1997 (29 portfolios); Trustee, Direxion Funds since 2007 (27 portfolios); Direxion Insurance Trust since 2007 (1 portfolio); Trustee, Direxion Shares ETF Trust since 2008 (50 portfolios); Trustee, MainStay DefinedTerm Municipal Opportunities Fund since 2011

 

  (1) Trustee considered to be an “interested person” of the Master and Feeder Funds within the meaning of the 1940 Act because of his affiliation with New York Life Insurance Company, New York Life Investment Management LLC, and Private Advisors LLC, as described in detail above in the column entitled “Principal Occupation(s) During Past Five Years.”
  (2) The fund complex consists of the Private Advisors Alternative Strategies Fund, Private Advisors Alternative Strategies Master Fund, MainStay DefinedTerm Municipal Opportunities Fund and series of MainStay Funds Trust, The MainStay Funds and MainStay VP Funds Trust (“MainStay Group of Funds”).
  (3) Terms of service for MainStay VP Funds Trust includes services as a Director of MainStay VP Funds Trust’s predecessor, MainStay VP Series Fund, Inc., a Maryland corporation.

 

26    Private Advisors Alternative Strategies Master Fund


          Name and
Date of Birth
  Position with Funds   Term of Office
And Year First
Elected or
Appointed
  Principal Occupation(s) During Past Five Years*

Officers (Who are not Trustees)

   

Jack R. Benintende

5/12/64

  Treasurer and Principal Financial and Accounting Officer  

Indefinite term

(since 2011)

  Assistant Treasurer, New York Life Investment Management Holdings LLC (since 2008); Managing Director, New York Life Investment Management LLC (since 2007); Treasurer and Principal Financial and Accounting Officer, MainStay VP Funds Trust, and The MainStay Funds (since 2007) and MainStay Funds Trust (since 2009); Treasurer and Principal Financial and Accounting Officer, MainStay DefinedTerm Municipal Opportunities Fund (since 2011)
   

Jeffrey A. Engelsman

9/28/67

  Vice President and Chief Compliance Officer  

Indefinite term

(since 2011)

  Managing Director, Compliance (since 2009), Director and Associate General Counsel, New York Life Investment Management LLC (2005 to 2008); Assistant Secretary, NYLIFE Distributors LLC (2006 to 2008); Vice President and Chief Compliance Officer, MainStay Funds Trust , MainStay VP Funds Trust, and The MainStay Funds (since 2009), MainStay DefinedTerm Municipal Opportunities Fund (since 2011); Assistant Secretary, The MainStay Funds (2006 to 2008), The MainStay Funds and MainStay VP Series Fund, Inc. (2005 to 2008)
   

Stephen P. Fisher

2/22/59

  President  

Indefinite term

(since 2011)

  Manager, President and Chief Operating Officer, NYLIFE Distributors LLC (since 2008); Chairman of the Board, NYLIM Service Company LLC (since 2008); Senior Managing Director and Chief Marketing Officer, New York Life Investment Management LLC (since 2005); President, MainStay Funds Trust (since 2009), MainStay VP Funds Trust and The MainStay Funds (since 2007), and MainStay DefinedTerm Municipal Opportunities Fund (since 2011)
   

J. Kevin Gao

10/13/67

  Secretary and Chief Legal Officer  

Indefinite term

(since 2011)

  Managing Director and Associate General Counsel, New York Life Investment Management LLC (since 2010); Secretary and Chief Legal Officer, MainStay Funds Trust, MainStay VP Funds Trust and The MainStay Funds (since 2010), and MainStay DefinedTerm Municipal Opportunities Fund (since 2011); Director and Counsel, Credit Suisse; Chief Legal Officer and Secretary, Credit Suisse Asset Management LLC and Credit Suisse Funds (2003-2010)
   

Scott T. Harrington

2/8/59

  Vice President— Administration  

Indefinite term

(since 2011)

  Director, New York Life Investment Management LLC (including predecessor advisory organizations) (since 2000); Executive Vice President, New York Life Trust Company and New York Life Trust Company, FSB (since 2006); Vice President—Administration, MainStay VP Funds Trust, and The MainStay Funds (since 2005), MainStay Funds Trust (since 2009), and MainStay DefinedTerm Municipal Opportunities Fund (since 2011

 

  * Terms of service for MainStay VP Funds Trust includes services as a Director of MainStay VP Funds Trust’s predecessor, MainStay VP Series Fund, Inc., a Maryland corporation.

 

mainstayinvestments.com/privateadvisors      27   


Proxy Voting Policies and Procedures and Proxy Voting Record

A copy of (1) the Master Fund’s policies and procedures with respect to the voting of proxies; and (2) a record of how the Master Fund voted proxies during the most recent period ended March 31 is available without charge, upon request, by calling the Master Fund at 1-888-207-6176. This information is also available on the Securities and Exchange Commission’s website at www.sec.gov.

Quarterly Schedule of Investments

The Master Fund is required to file its complete Schedule of Investments with the SEC for its first and third fiscal quarters on Form N-Q. The Master Fund’s Form N-Q is available without charge, on the SEC’s website at www.sec.gov or by calling 1-800-SEC-0330. The Master Fund’s Form N-Q may be reviewed and copied by visiting the SEC’s Public Reference Room in Washington, D.C. (information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330).

 

 

28    Private Advisors Alternative Strategies Master Fund


 

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Other Information

 

Private Advisors Alternative Strategies Master Fund

51 Madison Avenue

New York, NY 10010

Trustees

John Y. Kim

Susan B. Kerley

Alan R. Latshaw

Peter Meenan

Richard H. Nolan, Jr.

Richard S. Trutanic

Roman L. Weil

John A. Weisser

Officers

Jack R. Benintende

Jeffrey A. Engelsman

Stephen P. Fisher

J. Kevin Gao

Scott T. Harrington

Investment Manager

New York Life Investment Management LLC

51 Madison Avenue

New York, NY 10036

Subadvisor

Private Advisors LLC

1800 Bayberry Court

Richmond, VA 23226

Administrator, Custodian, Fund Accounting Agent and Transfer Agent

State Street Bank and Trust Company

One Lincoln Street

Boston, MA 02111

Independent Registered Public Accounting Firm

PricewaterhouseCoopers LLP

300 Madison Avenue

New York, NY 10017

Legal Counsel

Dechert LLP

1900 K Street, NW

Washington, DC 20006

 

 

Not part of the Annual Report


 

 

 

 

 

 

 

LOGO

mainstayinvestments.com/privateadvisors

MainStay Investments® is a registered service mark and name under which New York Life Investment Management LLC does business. MainStay Investments, an indirect subsidiary of New York Life Insurance Company, New York, NY 10010, provides investment advisory products and services. The Private Advisors Alternative Strategies Fund and the Private Advisors Alternative Strategies Master Fund are managed by New York Life Investment Management LLC, an indirect subsidiary of New York Life Insurance Company, and distributed through NYLIFE Distributors LLC, 169 Lackawanna Avenue, Parsippany, NJ 07054, a wholly owned subsidiary of New York Life Insurance Company. NYLIFE Distributors is a member of FINRA/SIPC. Private Advisors LLC is an affiliate of New York Life Investment Management LLC and acts as the Funds’ subadvisor.

This report may be distributed only when preceded or accompanied by a current prospectus.

 

Not FDIC/NCUA Insured   Not a Deposit   May Lose Value   No Bank Guarantee   Not Insured by Any Government Agency

 

NYLIM-29909 PA009-13     

 

 

PAAS11m-05/13

 

NL201

  

 

  


Item 2. Code of Ethics.

As of the end of the period covered by this report, Private Advisors Alternative Strategies Master Fund (“Registrant” or “Fund”) has adopted a code of ethics (the “Code”) that applies to the Registrant’s principal executive officer (“PEO”) and principal financial officer (“PFO”). A copy of the Code is filed herewith. The Registrant did not make any amendments to the Code during the period covered by this report. The Registrant did not grant any waivers, including implicit waivers, from any provisions of the Code to the PEO or PFO during the period covered by this report.

 

Item 3. Audit Committee Financial Experts.

The Board of Trustees has determined that the Registrant has two audit committee financial experts serving on its Audit Committee. The Audit Committee financial experts are Alan R. Latshaw and Roman L. Weil. Messrs. Latshaw and Weil are “independent” as defined by Item 3 of Form N-CSR.

 

Item 4. Principal Accountant Fees and Services.

(a) Audit Fees

The aggregate fees billed for the fiscal year ended March 31, 2013 for professional services rendered by PricewaterhouseCoopers LLP (“PwC”) for the audit of the Registrant's annual financial statements or services that are normally provided by PwC in connection with statutory and regulatory filings or engagements for that fiscal year were $46,000. The Registrant was not operational during the fiscal year ended March 31, 2012.

(b) Audit-Related Fees

The aggregate fees billed for assurance and related services by PwC that are reasonably related to the performance of the audit of the Registrant’s financial statements and are not reported under paragraph (a) of this Item were $0 for the fiscal year ended March 31, 2013. The Registrant was not operational during the fiscal year ended March 31, 2012.

(c) Tax Fees

The aggregate fees billed for professional services rendered by PwC for tax compliance, tax advice, and tax planning were $11,100 during the fiscal year ended March 31, 2013. These services primarily included preparation of federal, state and local income tax returns and excise tax returns, as well as services relating to excise tax distribution requirements. The Registrant was not operational during the fiscal year ended March 31, 2012.

(d) All Other Fees

The aggregate fees billed for products and services provided by PwC, other than the services reported in paragraphs (a) through (c) of this Item were $0 during the fiscal year ended March 31, 2013. The Registrant was not operational during the fiscal year ended March 31, 2012.

(e) Pre-Approval Policies and Procedures


  (1) The Registrant’s Audit Committee has adopted pre-approval policies and procedures (the “Procedures”) to govern the Committee’s pre-approval of (i) all audit services and permissible non-audit services to be provided to the Registrant by its independent accountant, and (ii) all permissible non-audit services to be provided by such independent accountant to the Registrant’s investment adviser and to any entity controlling, controlled by or under common control with the investment adviser that provides ongoing services to the Registrant (collectively, the “Service Affiliates”) if the services directly relate to the Registrant’s operations and financial reporting. In accordance with the Procedures, the Audit Committee is responsible for the engagement of the independent accountant to certify the Registrant’s financial statements for each fiscal year. With respect to the pre-approval of non-audit services provided to the Registrant and its Service Affiliates, the Procedures provide that the Audit Committee may annually pre-approve a list of the types of services that may be provided to the Registrant or its Service Affiliates, or the Audit Committee may pre-approve such services on a project-by-project basis as they arise. Unless a type of service has received general pre-approval, it will require specific pre-approval by the Audit Committee if it is to be provided by the independent accountant. The Procedures also permit the Audit Committee to delegate authority to one or more of its members to pre-approve any proposed non-audit services that have not been previously pre-approved by the Audit Committee, subject to the ratification by the full Audit Committee no later than its next scheduled meeting. To date, the Audit Committee has not delegated such authority.

 

  (2) With respect to the services described in paragraphs (b) through (d) of this Item 4, no amount was approved by the Audit Committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.

(f) There were no hours expended on PwC’s engagement to audit the Registrant’s financial statements for the most recent fiscal year was attributable to work performed by persons other than PwC's full-time, permanent employees.

(g) All non-audit fees billed by PwC for services rendered to the Registrant for the fiscal year ended March 31, 2013 are disclosed in 4(b)-(d) above.

The aggregate non-audit fees billed by PwC for services rendered to the Registrant’s investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the Registrant were approximately $2,876,906 for the fiscal year ended March 31, 2013. The Registrant was not operational during the fiscal year ended March 31, 2012.

(h) The Registrant’s Audit Committee has determined that the non-audit services rendered by PwC for the fiscal year ended March 31, 2013 to the Registrant’s investment adviser and any entity controlling, controlled by, or under common control with the Registrant’s investment adviser that provides ongoing services to the Registrant that were not required to be pre-approved by the Audit Committee because they did not relate directly to the operations and financial reporting of the registrant were compatible with maintaining the respective independence of PwC during the relevant time period.

 

Item 5. Audit Committee of Listed Registrants

Not applicable.

 

Item 6. Schedule of Investments


(a) The Schedule of Investments is included as part of Item 1 of this report.

 

(b) Not applicable.

 

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

The Fund invests in interests issued by private investment funds or hedge funds (“Hedge Funds”). As such, it is expected that proxies and consent requests will deal with matters related to the operative terms and business details of such Hedge Funds. New York Life Investment Management LLC (“New York Life Investments”) or Private Advisors LLC (“Private Advisors”) (Private Advisors together with New York Life Investments “Advisors”) are not responsible for, and these procedures are not applicable to, proxies received by portfolio managers of the Hedge Funds (related to issuers invested in by the related Hedge Fund).

It is the policy of the Fund that proxies received by the Fund are voted in the best interests of shareholders, to the extent voting rights have not been waived or such Hedge Fund interest is held in non-voting form. To the extent that the Fund receives notices or proxies from Hedge Funds (or to the extent the Fund receives proxy statements or similar notices in connection with any other portfolio securities), the Board of Trustees of the Funds (“Board”) has adopted Proxy Voting Policies and Procedures for the Fund that delegates all responsibility for voting proxies received to New York Life Investments, subject to the oversight of the Board. New York Life Investments has adopted its own Proxy Voting Policies and Procedures in order to assure that proxies voted on behalf of the Fund are voted in the best interests of the Fund and shareholders. New York Life Investments may delegate proxy voting authority to Private Advisors; provided that, as specified in New York Life Investments’ Proxy Voting Policies and Procedures, Private Advisors either (1) follows New York Life Investments’ Proxy Voting Policy and the Fund’s Procedures; or (2) has demonstrated that its proxy voting policies and procedures are consistent with New York Life Investments Proxy Voting Policies and Procedures or are otherwise implemented in the best interests of New York Life Investments’ clients and appear to comply with governing regulations. The Fund may revoke all or part of this delegation (to New York Life Investments and/or Private Advisors as applicable) at any time by a vote of the Board.

Conflicts of Interest. When a proxy presents a conflict of interest, such as when New York Life Investments has actual knowledge of a material business arrangement between a particular proxy issuer or closely affiliated entity and New York Life Investments or an affiliated entity of New York Life Investments, both the Fund’s and New York Life Investments’ proxy voting policies and procedures mandate that New York Life Investments follow an alternative voting procedure rather than voting proxies in its sole discretion. In these cases, New York Life Investments may: (1) cause the proxies to be voted in accordance with the recommendations of an independent service provider; (2) notify the Board or a designated committee of New York Life Investments, or a representative of either of the conflict of interest and seek a waiver of the conflict to permit New York Life Investments to vote the proxies as it deems appropriate and in the best interest shareholders, under its usual policy; or (3) forward the proxies to the Board, or a designated committee of New York Life Investments, so that the Board or the committee may vote the proxies itself. As part of their delegation of proxy voting responsibility to New York Life Investments, the Fund also delegated to New York Life Investments responsibility for resolving conflicts of interest based on the use of acceptable alternative voting procedures, as described above. If New York Life Investments chooses to override a voting recommendation made by Institutional Shareholder Services Inc. (“ISS”), New York Life Investments’ compliance department will review the override prior to voting to determine the existence of any potential conflicts of interest. If the compliance department determines a material conflict may exist, the issue is referred to the New York Life Investments’ Proxy Voting Committee who will consider the facts and circumstances and determine whether to allow the override or take other action, such as the alternative voting procedures just mentioned.


Item 8. Portfolio Managers of Closed-End Management Investment Companies.

(a)(1) The registrant’s portfolio is managed on a team basis. The following persons are primarily responsible for the day-to-day management of the registrant’s portfolio.

Louis W. “Chip” Moelchert, III, CFA, Chief Executive Officer – Mr. Moelchert has managed the Fund since inception on May 1, 2012. He is Chief Executive Officer and Chair of Private Advisors' Executive Committee. Mr. Moelchert is a member of the Board of Managers and is responsible for leading day-to-day operations and providing strategic direction for the firm. Additionally, he serves on each of the firm’s investment committees. Mr. Moelchert joined Private Advisors, LLC in 2003. Prior to joining Private Advisors, Mr. Moelchert spent 10 years at Jefferson Capital Partners, Ltd., a boutique merchant bank with a focus on the healthcare, consumer and business services industries. He was a Partner at Jefferson Capital and focused predominately on the healthcare and business services segments. Prior to Jefferson Capital, Mr. Moelchert was an Associate Vice President/Portfolio Manager with the Asset Management division of Wheat First Butcher Singer, Inc. (now part of Wells Fargo Advisors). Mr. Moelchert received his B.S. from the University of Richmond and is a CFA charter holder and member of the CFA Institute.

Louis W. Moelchert, Chairman—Mr. Moelchert has managed the Fund since inception on May 1, 2012. He established Private Advisors, LLC in 1997. He serves on the Board of Managers and a number of the firm’s investment committees. Beginning in 1975, he managed the endowment for the University of Richmond for 30 years and began investing in alternatives in the early 1980’s. He also served as a committee member of the Virginia Retirement System from 1996 to 2000 and Chairman of the Investment Advisory Committee from 1998 to 2000. He was also Chairman of the Commonfund Board of Trustees from 1993 to 1997 and served as a trustee from 1986 to 1998. Mr. Moelchert received his B.B.A. and M.S., Accountancy from the University of Georgia.

Charles M. Johnson, III, Partner—Mr. Johnson has managed the Fund since inception on May 1, 2012. He joined Private Advisors, LLC as a Partner in 2001. He serves on the Board of Managers and a number of the firm’s investment committees. Previously he was the President of EIM (USA), Inc., a hedge fund of funds group with offices in London and Geneva. At EIM, in addition to managing the New York office, his responsibilities included portfolio construction, manager selection, and due diligence for multi-manager funds. Prior to EIM, Mr. Johnson was a Director at Dubin and Swieca Capital Management, managers of multi-strategy hedge fund of funds as well as Highbridge Capital Management LLC, a multi-strategy equity arbitrage hedge fund. He has an M.B.A. from Tulane University and a B.A. from the University of North Carolina at Chapel Hill, where he was a Morehead Scholar.

Timothy G. Berry, CFA, Partner—Mr. Berry has managed the Fund since inception on May 1, 2012. He joined Private Advisors, LLC in 2001 and is responsible for hedge fund of funds portfolio management, including manager sourcing, selection, due diligence, and monitoring. Prior to joining Private Advisors, he was an Associate with Chesapeake Capital Corporation, a billion dollar hedge fund. At Chesapeake, he was responsible for modeling and structuring multi-manager alternative investment products for institutional partners, custom quantitative analysis on behalf of investors, and performing due diligence on principals' alternative asset investments. Mr. Berry received a Masters Degree from Duke University and a B.A. with distinction from the University of Virginia and is a CFA charter holder and member of the CFA Institute.

Michael S. Fuller, CFA, CIRA, CPA, Partner—Mr. Fuller has managed the Fund since inception on May 1, 2012. He is responsible for hedge fund of funds portfolio management, including


manager sourcing, selection, due diligence, and monitoring. Prior to joining Private Advisors, LLC, Mr. Fuller was a manager with PricewaterhouseCoopers, LLP and worked with financially and operationally challenged corporations focusing on cash flow and profitability issues, strategic assessment and business plan implementation. He also managed negotiations with creditors, was responsible for the preparation of corporate and asset valuations and divestiture/merger of companies. Mr. Fuller advised and negotiated on both debt restructurings and equity financings. Mr. Fuller also served as a manager with NAVIGANT Consulting where he focused on corporate restructuring, business valuation and economic modeling. Prior to NAVIGANT, Mr. Fuller was an Auditor at Ernst & Young. Mr. Fuller received an M.B.A. in Finance from Loyola College and a B.S. in Accounting/Finance from Washington & Lee University. Mr. Fuller is a CFA charter holder and member of the CFA Institute, and is a Certified Insolvency and Restructuring Advisor (CIRA).

Charles H.G. Honey, Partner—Mr. Honey has managed the Fund since inception on May 1, 2012. He is responsible for hedge fund of funds portfolio management, including manager sourcing, selection, due diligence, and monitoring. Mr. Honey has over 17 years experience as a portfolio manager and equity analyst. Prior to joining the firm in 2007, he was Managing Partner and Founder of Rapidan Capital, LLC a registered investment advisor. He is a former Managing Director of the hedge fund group at Morgens, Waterfall, Vintiadis & Company. Prior to that, he was a Managing Director at Trainer, Wortham & Company, an investment management firm. He began his career as an equity trader and research analyst for Woodward & Associates, a New York based hedge fund. A native of Richmond, VA, Mr. Honey received a B.S. in Business Administration from Washington & Lee University. In the past he has spoken on the use of value-based analysis and metrics in portfolio management at Stern Stewart’s EVA® Institute, the World Research Group’s EVA® Conference and in appearances on CNBC.

Laura E. Baird, CFA, Managing Director—Ms. Baird has managed the Fund since inception on May 1, 2012. He is responsible for assisting in manager selection, monitoring, and due diligence for hedge fund investments. Prior to joining Private Advisors, Ms. Baird was a Vice President at Franklin Portfolio Associates, a quantitative asset manager with $32 billion under management. Prior to joining Franklin Portfolio, Ms. Baird was an Analyst at 646 Advisors LLC, a Boston-based market-neutral hedge fund where she was responsible for investment selection and monitoring, as well as risk control within the financial services sector. From 1998 to 2002, Ms. Baird was an Associate Analyst with Prudential Equity Group's Small-Cap Quantitative Research team. Her responsibilities included factor research, quantitative modeling, and small-cap market analysis. Ms. Baird received her B.A. in Economics from the University of Richmond and she is a CFA charter holder and a member of the CFA Institute.

Macon H. Clarkson, CFA, Managing Director—Ms. Clarkson has managed the Fund since inception on May 1, 2012. He is responsible for manager selection, monitoring, and due diligence for hedge fund investments. Prior to joining Private Advisors, Ms. Clarkson was an Associate on the High Yield Syndicate desk at Lehman Brothers where she helped structure, market, price, and allocate high yield bond offerings. From 2000 to 2003, Ms. Clarkson was an Analyst in the Global Leveraged Finance group at Lehman Brothers where she performed credit analysis, financial modeling, covenant analysis, and due diligence for potential and mandated bridge loan, leveraged loan and high yield bond transactions. Ms. Clarkson received a B.S. with distinction in Commerce with concentrations in Finance and Management from the University of Virginia’s McIntire School of Commerce, and she is a CFA charter holder and a member of the CFA Institute.

Bryan F. Durand, CFA, Managing Director—Mr. Durand has managed the Fund since inception on May 1, 2012. He is responsible for manager selection, monitoring, and due diligence for hedge fund investments. Prior to joining Private Advisors, Mr. Durand was a senior research


analyst at MFC Global Investment Management (U.S.), LLC, where he provided fundamental research for several value-based investment strategies. Prior to joining MFC, Mr. Durand was an equity research analyst at Thompson, Siegel & Walmsley, where he supported a small and mid-cap value team. Earlier, Mr. Durand was a summer equity research associate at Smith Barney/Citigroup, a controller at Silverstream Software, Inc, and a senior auditor at Ernst and Young. Mr. Durand holds an M.B.A. from Duke University’s Fuqua School of Business and a B.A. from the College of the Holy Cross, and is a CFA charter holder and member of the CFA Institute.

(a)(2) Other Accounts Managed by Portfolio Managers or Management Team Member and Potential Conflicts of Interest (as of March 31, 2013)

 

     NUMBER OF OTHER ACCOUNTS MANAGED
AND ASSETS BY ACCOUNT TYPE
   NUMBER OF ACCOUNTS AND ASSETS
FOR WHICH THE ADVISORY FEE
IS BASED ON PERFORMANCE

PORTFOLIO

MANAGER

   REGISTERED
INVESTMENT
COMPANY
   OTHER
POOLED
INVESTMENT
VEHICLES
   OTHER
ACCOUNTS
   REGISTERED
INVESTMENT
COMPANY
   OTHER
POOLED
INVESTMENT
VEHICLES
   OTHER
ACCOUNTS

Louis W.

Moelchert, Jr.

   2 RICs

$41.1 M

   8 Accounts

$625.35 M

   21 Accounts

$1.3 B

   0    25 Accounts

$2.6 B

   0

Charles M.

Johnson, III

   2 RICs

$41.1 M

   8 Accounts

$625.35 M

   21 Accounts

$1.3 B

   0    25 Accounts

$2.6 B

   0

Louis W. “Chip” Moelchert, III

   2 RICs

$41.1 M

   8 Accounts

$625.35 M

   21 Accounts

$1.3 B

   0    25 Accounts

$2.6 B

   0

Timothy G. Berry

   2 RICs

$41.1 M

   5 Accounts

$149.2 M

   12 Accounts

$779.5 M

   0    14 Accounts

$1.7 B

   0

Charles H.G. Honey

   2 RICs

$41.1 M

   5 Accounts

$149.2 M

   12 Accounts

$779.5 M

   0    14 Accounts

$1.7 B

   0

Michael S. Fuller

   2 RICs

$41.1 M

   5 Accounts

$149.2 M

   12 Accounts

$779.5 M

   0    14 Accounts

$1.7 B

   0

Laura E. Baird

   2 RICs

$41.1 M

   5 Accounts

$149.2 M

   0    0    8 Accounts

$1.1 B

   0

Macon H. Clarkson

   2 RICs

$41.1 M

   5 Accounts

$149.2 M

   0    0    8 Accounts

$1.1 B

   0

Bryan F. Durand

   2 RICs

$41.1 M

   0    0    0    10 Accounts

$674.5 M

   0

Potential Conflicts of Interest

The Advisors engage in other activities including managing the assets of various private funds and institutional accounts. In the ordinary course of business, the Advisors engage in activities in which the Advisors’ interests or the interests of its clients may conflict with the interests of the Fund or shareholders. The discussion below sets out such conflicts of interest that may arise; conflicts of interest not described below may also exist. The Advisors can give no assurance that any conflicts of interest will be resolved in favor of the Fund or shareholders.

The Advisors’ Asset Management Activities. The Advisors and their affiliates conduct a variety of asset management activities, including sponsoring unregistered investment funds. Those activities also include managing assets of employee benefit plans that are subject to ERISA and related regulations. The Advisors’ investment management activities may present conflicts if the Fund and these other investment or pension funds either compete for the same investment opportunity or pursue investment strategies counter to each other.


Voting Rights in Hedge Funds. From time to time, a Hedge Fund may seek the approval or consent of its investors in connection with certain matters relating to the Hedge Fund. In such a case, the Advisors have the right to vote in their sole discretion the Fund’s interest in the Hedge Fund to the extent such rights have not been waived or such interest is held in non-voting form. The Advisors consider only those matters it considers appropriate in taking action with respect to the approval or consent of the particular matter. Business relationships may exist between the Advisors and their affiliates, on the one hand, and the portfolio managers and affiliates of the Hedge Funds, on the other hand, other than as a result of the Fund’s investment in a Hedge Fund. As a result of these existing business relationships, the Advisors may face a conflict of interest acting on behalf of the Fund and its shareholders.

Hedge Funds may, consistent with applicable law, not disclose the contents of their portfolios. This lack of transparency may make it difficult for the Advisors to monitor whether holdings of the Hedge Funds cause the Fund to be above specified levels of ownership in certain asset classes. To avoid adverse regulatory consequences in such a case, the Fund may, at the time of investment: (i) elect to invest in a class of a Hedge Fund’s non-voting securities (if such a class is available), or (ii) enter into contractual arrangements under which the Fund irrevocably waives its rights (if any) to vote its interests in a Hedge Fund or waive its rights to vote its interest in a Hedge Fund to the extent such interest exceeds 4.9%. These voting restriction could diminish the influence of the Fund in a Hedge Fund, as compared to other investors in the Hedge Fund (which could include other accounts or funds managed by the Advisors, if they do not waive their voting rights in the Hedge Fund), and adversely affect the Fund’s investment in the Hedge Fund, which could result in unpredictable and potentially adverse effects on Shareholders.

Diverse Shareholders; Relationships with Shareholders. The shareholders could include entities that may have conflicting investment, tax and other interests with respect to their investments in the Fund. The conflicting interests of individual shareholders may relate to or arise from, among other things, the nature of investments made by the Fund and/or Hedge Funds, the structuring of the acquisition of investments of the Fund, and the timing of disposition of investments. This structuring of the Fund’s investments and other factors may result in different returns being realized by different shareholders. Conflicts of interest may arise in connection with decisions made by the Advisors, including decisions with respect to the nature or structuring of investments, that may be more beneficial for one shareholder than for another shareholder, especially with respect to shareholders’ individual tax situations. In selecting Hedge Funds for the Fund, Private Advisors considers the investment and tax objectives of the Fund as a whole, not the investment, tax or other objectives of any shareholder individually.

Allocation of Hedge Fund Opportunities. In some cases, investment opportunities in Hedge Funds may have longer time horizons, different risk profiles, or may have to be made at a time when the Funds do not have cash available for the investments. In other cases, due to capacity constraints, Private Advisors may be unable to allocate a Hedge Fund to all of its clients (including the Fund) for which the investment may be suitable. In such event, Private Advisors will endeavor to allocate Hedge Funds to all clients (including the Fund) in a manner that is fair and equitable all clients in accordance with internal allocation policies.

Related Funds. Conflicts of interest may arise for the Advisors in connection with certain transactions involving investments by the Fund in Hedge Funds, and investments by other accounts or funds managed by the Advisors in the same Hedge Funds. Conflicts of interest may also arise in connection with investments in the Fund by other funds advised or managed by the Advisors or any of their affiliates. Such conflicts could arise, for example, with respect to the timing, structuring and terms of such investments and the disposition of them. The Advisors or an affiliate may determine that an investment in a Hedge Fund is appropriate for a particular client or for itself or its officers, directors, principals, members or employees, but that the investment is not appropriate for the Fund. Situations


also may arise in which the Advisors, one of their affiliates, or the clients of either have made investments that would have been suitable for investment by the Fund but, for various reasons, were not pursued by, or available to, the Fund. The investment activities of the Advisors its affiliates and any of their respective officers, directors, principals, members or employees may disadvantage the Fund in certain situations if, among other reasons, the investment activities limit the Fund’s ability to invest in a particular Hedge Fund.

Management of the Fund. Personnel of the Advisors or their affiliates will devote such time as the Advisors, the Fund and their affiliates, in their discretion, deem necessary to carry out the operations of the Fund effectively. Officers, principals, and employees of the Advisors and their affiliates will also work on other projects for the Advisors and their other affiliates (including other clients served by the Advisors and their affiliates) and conflicts of interest may arise in allocating management time, services or functions among the affiliates.

(a)(3) Portfolio Managers or Management Team Members’ Compensation Structure

Private Advisors’ total compensation package is a combination of salary and bonus. Employees (including investment professionals directly involved with this product) are evaluated on a semi-annual basis with respect to stated responsibilities and objectives. The percentage of compensation that is base salary and performance bonus varies among professionals. Bonuses can be multiples of salary and are based primarily on: (i) the individual’s contribution to the firm; (ii) the success of the product line; and (iii) the financial performance of the firm.

Private Advisors believes there are two key factors that contribute to the firm’s success in retaining talented investment professionals and maintaining low turnover among employees: (i) equity ownership in the firm is distributed to those individuals that have been identified as key professionals based on their contribution (or expected contribution) to the firm; and (ii) Private Advisors’ corporate culture, collegial atmosphere, close communication among all levels of staff, and headquarters in Richmond, Virginia, have all had a significant impact on the recruitment, retention and cultivation of talented professionals. Compensation and equity allocations are contemplated and approved by the Compensation Committee of Private Advisors, as defined by the Operating Agreement of Private Advisors.

(a)(4) Disclosure of Securities Ownership

As of March 31, 2013, the investment managers did not own any shares of the Registrant.

 

(b) Changes in Portfolio Management

There have been no changes to the portfolio management team since inception on May 1, 2012.

 

Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

Not applicable.

 

Item 10. Submission of Matters to a Vote of Security Holders.

Since the Registrant’s last response to this Item, there have been no material changes to the procedures by which shareholders may recommend nominees to the Registrant’s Board.

 

Item 11. Controls and Procedures.

(a) Based on an evaluation of the Registrant’s Disclosure Controls and Procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) (the “Disclosure Controls”), as of a date within


90 days prior to the filing date (the “Filing Date”) of this Form N-CSR (the “Report”), the Registrant’s principal executive officer and principal financial officer have concluded that the Disclosure Controls are reasonably designed to ensure that information required to be disclosed by the Registrant in the Report is recorded, processed, summarized and reported by the Filing Date, including ensuring that information required to be disclosed in the Report is accumulated and communicated to the Registrant’s management, including the Registrant’s principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

(b) There were no changes in the Registrant’s internal control over financial reporting (as defined in Rule 30a-3(d)) under the Investment Company Act of 1940 that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting.

 

Item 12. Exhibits.

(a)(1) Code of Ethics

(a)(2) Certifications of principal executive officer and principal financial officer as required by Rule 30a-2 under the Investment Company Act of 1940.

(a)(3) Not applicable

(b) Certifications of principal executive officer and principal financial officer as required by Section 906 of the Sarbanes-Oxley Act of 2002.


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.

PRIVATE ADVISORS ALTERNATIVE STRATEGIES MASTER FUND

 

By:  

/s/ Stephen P. Fisher

  Stephen P. Fisher
  President and Principal Executive Officer
Date: June 7, 2013

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.

 

By:  

/s/ Stephen P. Fisher

  Stephen P. Fisher
  President and Principal Executive Officer
Date: June 7, 2013
By:  

/s/ Jack R. Benintende

  Jack R. Benintende
  Treasurer and Principal Financial and Accounting Officer
Date: June 7, 2013


EXHIBIT INDEX

 

(a)(1)   Code of Ethics
(a)(2)   Certifications of principal executive officer and principal financial officer as required by Rule 30a-2 under the Investment Company Act of 1940.
(b)   Certification of principal executive officer and principal financial officer as required by Section 906 of the Sarbanes-Oxley Act of 2002.
EX-99.CODE ETH 2 d545398dex99codeeth.htm CODE OF ETHICS Code of Ethics

Exhibit (a)(1)

CODE OF ETHICS FOR PRINCIPAL EXECUTIVE OFFICER AND

PRINCIPAL FINANCIAL OFFICERS

MAINSTAY GROUP OF FUNDS (THE “FUNDS”)

Mainstay Funds Trust

The Mainstay Funds

Mainstay VP Funds Trust

MainStay DefinedTerm Municipal Opportunities Fund

Private Advisors Alternative Strategies Fund

Private Advisors Alternative Strategies Master Fund

Approved by the Board of the Directors/Trustees

of Mainstay Group of Funds (the "Board")

on September 30, 2009

Pursuant to the Sarbanes-Oxley Act Of 2002

I. Introduction and Application

The Funds recognize the importance of high ethical standards in the conduct of their business and requires this Code of Ethics (“Code”) be observed by their principal executive officers (each, a “Covered Officer”) (defined below). In accordance with the Sarbanes-Oxley Act of 2002 (the “Act”) and the rules promulgated thereunder by the U.S. Securities and Exchange Commission (“SEC”) the Funds are required to file reports pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (“1934 Act”), and must disclose whether each has adopted a code of ethics applicable to the principal executive officers. The Board, including a majority of its Independent Directors/Trustees (defined below), has approved this Code as compliant with the requirements of the Act and related SEC rules.

All recipients of the Code are directed to read it carefully, retain it for future reference, and abide by the rules and policies set forth herein. Any questions concerning the applicability or interpretation of such rules and policies, and compliance therewith, should be directed to the relevant Compliance Officer (defined below).

II. Purpose

This Code has been adopted by the Board in accordance with the Act and the rules promulgated by the SEC in order to deter wrongdoing and promote:

 

  honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

 

  full, fair, accurate, timely and understandable disclosure in reports and documents filed by the Funds with the SEC or made in other public communications by the Funds;

 

  compliance with applicable governmental laws, rules and regulations;

 

  prompt internal reporting to an appropriate person or persons of violations of the Code to an appropriate person or persons identified in the Code; and


  accountability for adherence to the Code.

III. Definitions

(A) “Covered Officer” means the principal executive officer and senior financial officers, including the principal financial officer, controller or principal accounting officer, or persons performing similar functions. The Covered Officers of the Funds shall be identified in Schedule I, as amended from time to time.

(B) “Compliance Officer” means the person appointed by the Funds' Board to administer the Code. The Compliance Officer of the Funds shall be identified in Schedule II as amended from time to time.

(C) “Director” or “Trustee” means a director or trustee of the Funds, as applicable.

(D) “Executive Officer” shall have the same meaning as set forth in Rule 3b-7 of the 1934 Act. Subject to any changes in the Rule, an Executive Officer means the president, any vice president, any officer who performs a policy making function, or any other person who performs similar policy making functions for the Funds.

(E) “Independent Director/Trustee” means a director/trustee of the Board who is not an "interested person" of the Funds within the meaning of Section 2(a)(19) of the Investment Company Act of 1940, as amended ("Investment Company Act").

(F) “Implicit Waiver” means the Compliance Officer failed to take action within a reasonable period of time regarding a material departure from a provision of the Code that has been made known to an Executive Officer.

(G) “Restricted List” means that listing of securities maintained by the Compliance Officer in which trading by certain individuals subject to the Funds' 17j-1 code of ethics is generally prohibited.

(H) “Waiver” means the approval by the Compliance Officer of a material departure from a provision of the Code.

IV. Honest and Ethical Conduct

(A) Overview. A “conflict of interest” occurs when a Covered Officer's personal interest interferes with the interests of, or his or her service to, the Funds. For example, a conflict of interest would arise if a Covered Officer, or a member of his or her family, receives improper personal benefits as a result of his or her position with the Funds.

Certain conflicts of interest arise out of the relationships between Covered Officers and the Funds and already are subject to conflict of interest provisions in the Investment Company Act and the Investment Advisers Act of 1940, as amended (the "Advisers Act"). For example, Covered Officers may not individually engage in certain transactions (such as the purchase or sale of securities or other property) with the Funds because of their status as "affiliated persons" of the Funds. The Funds' and certain of its service providers' compliance policies, programs and procedures are designed to prevent, or identify and correct, violations of these provisions. This Code does not, and is not intended to, restate or replace these programs and procedures, and such conflicts fall outside of the parameters of this Code.

Although typically not presenting an opportunity for improper personal benefit, conflicts may arise or result from the contractual relationship between the Funds and New York Life Investment Management LLC (the "Adviser"). The Covered Officers may be officers or employees of the Adviser. As a result, this Code recognizes that the Covered Officers will, in the normal course of their duties (whether formally for


the Funds or the Adviser), be involved in establishing policies and implementing decisions that will have different effects on the Adviser and the Funds. The participation of the Covered Officers in such activities is inherent in the contractual relationships between the Funds and the Adviser and is consistent with the performance by the Covered Officers of their duties as officers of the Funds. Thus, if performed in conformity with the provisions of the Investment Company Act and the Advisers Act, such activities normally will be deemed to have been handled ethically. In addition, it is recognized by the Board that the Covered Officers may also be officers or employees of one or more other investment companies covered by this or other codes.

(B) General Policy. Each Covered Officer shall adhere to high standards of honest and ethical conduct. Each Covered Officer has a duty to exercise his or her authority and responsibility for the benefit of the Funds and its shareholders, to place the interests of the shareholders first, and to refrain from having outside interests that conflict with the interests of the Funds and its shareholders. Each such person must avoid any circumstances that might adversely affect, or appear to affect, his or her duty of loyalty to the Funds and its shareholders in discharging his or her responsibilities, including the protection of confidential information and corporate integrity.

(C) Conflicts of Interest. Other conflicts of interest are covered by the Code, even if such conflicts of interest are not subject to provisions of the Investment Company Act. The following list provides examples of conflicts of interest under the Code, but Covered Officers should keep in mind that these examples are not exhaustive. The overarching principle is that the personal interest of a Covered Officer should not be placed improperly before the interest of the Funds.

(1) Prohibited Conflicts of Interest. Each Covered Officer must:

 

  not use his or her personal influence or personal relationships improperly to influence decisions or financial reporting by the Funds whereby the Covered Officer would benefit personally to the detriment of the Funds;

 

  not cause the Funds to take action, or fail to take action, for the individual personal benefit of the Covered Officer rather than benefit the Funds;

 

  not use material non-public knowledge of portfolio transactions made or contemplated for the Funds to trade personally or cause others to trade personally in contemplation of the market effect of such transactions; or

 

  report at least annually the information elicited in the Funds' Director/Trustee's and Officer's Questionnaire relating to potential conflicts of interest.

(2) Duty to Disclose Conflicts. Each Covered Officer has the duty to disclose to the Compliance Officer any interest that he or she may have in any firm, corporation or business entity that is not affiliated or participating in any joint venture or partnership with the Funds or its affiliates and that does business with the Funds or that otherwise presents a possible conflict of interest. Disclosure must be timely so that the Funds may take action concerning any possible conflict as it deems appropriate. It is recognized, however, that the Funds or its affiliates may have business relationships with many organizations and that a relatively small interest in publicly traded securities of an organization does not necessarily give rise to a prohibited conflict of interest. Therefore, the following procedures have been adopted.

(3) Conflicts of Interest that may be Waived. There are some conflict of interest situations for which a Covered Officer may seek a Waiver from a provision(s) of the Code.


Waivers must be sought in accordance with Section VII of the Code. Examples of these include:

 

  Board Memberships. Except as described below, it is considered generally incompatible with the duties of a Covered Officer to assume the position of director of a corporation not affiliated with the Funds. A report should be made by a Covered Officer to the Compliance Officer of any invitation to serve as a director of a corporation that is not an affiliate and the person must receive the approval of the Compliance Officer prior to accepting any such directorship. In the event that approval is given, the Compliance Officer shall immediately determine whether the corporation in question is to be placed on the Funds' Restricted List.

 

  “Other” Business Interests. Except as described below, it is considered generally incompatible with the duties of a Covered Officer to act as an officer, general partner, consultant, agent, representative or employee of any business other than an affiliate. A report should be made of any invitation to serve as an officer, general partner, consultant, agent, representative or employee of any business that is not an affiliate for the approval of the Compliance Officer prior to accepting any such position. In the event that approval is given, the Compliance Officer shall immediately determine whether the business in question is to be placed on the Funds' Restricted List.

 

  Gifts, Entertainment, Favors or Loans. Covered Officers are subject to the New York Life Investment Management Gift and Entertainment Policy and should refer to that Policy for guidance with respect to the limits on giving and receiving gifts/entertainment to and from third parties that do business with the Funds.

 

  Permissible Outside Activities. Covered Officers who, in the regular course of their duties relating to the Funds' private equity/venture capital advisory and investment activities, are asked to serve as the director, officer, general partner, consultant, agent, representative or employee of a privately-held business may do so with the prior written approval of the Compliance Officer.

 

  Doing Business with the Funds. Except as approved by the Compliance Officer, Covered Officers may not have a monetary interest, as principal, co-principal, agent or beneficiary, directly or indirectly, or through any substantial interest in any other corporation or business unit, in any transaction involving the Funds, subject to such exceptions as are specifically permitted under law.

V. Full, Fair, Accurate, Timely And Understandable Disclosure And Compliance

Covered Officers shall:

 

  be familiar with the disclosure requirements generally applicable to the Funds;

 

  not knowingly misrepresent, or cause others to misrepresent, facts about the Funds to others, whether within or outside the Funds, including the Funds' Directors/Trustees and auditors, governmental regulators and self-regulatory organizations;

 

  to the extent appropriate within his or her area of responsibility, consult with other officers and employees of the Funds, the Adviser and other Funds service providers with the goal of promoting full, fair, accurate, timely and understandable


  disclosure in the reports and documents the Funds files with, or submits to, the SEC and in other public communications made by the Funds; and

 

  promote compliance with the standards and restrictions imposed by applicable laws, rules and regulations.

VI. Internal Reporting by Covered Persons

(A) Certifications and Accountability. Each Covered Officer shall:

 

  (1) upon adoption of the Code (or thereafter as applicable upon becoming a Covered Officer), affirm in writing on Schedule A hereto that the Covered Officer has received, read, and understands the Code;

 

  (2) annually thereafter affirm on Schedule A hereto that the Covered Officer has complied with the requirements of the Code; and

 

  (3) not retaliate against any other Covered Officer or employee of the Funds or their affiliated persons for reports of potential violations that are made in good faith.

(B) Reporting. A Covered Officer shall promptly report any knowledge of a material violation of this Code to the Compliance Officer. Failure to do so is itself a violation of the Code.

VII. Waivers of Provisions of the Code

(A) Application of the Code. The Compliance Officer is responsible for applying this Code to specific situations in which questions are presented under it and has the authority to interpret this Code in any particular situation. The Compliance Officer is authorized to consult, as appropriate, with counsel to the Funds/counsel to the Independent Directors/Trustees. However, any approvals or Waivers sought by and/or granted to a Covered Officer will be reported to the Board in accordance with Section VIII, below.

(B) Waivers. The Compliance Officer may grant Waivers to the Code in circumstances that present special hardship. Waivers shall be structured to be as narrow as is reasonably practicable with appropriate safeguards designed to prevent abuse of the Waiver. To request a Waiver from the Code, the Covered Officer shall submit to the Compliance Officer a written request describing the transaction, activity or relationship for which a Waiver is sought. The request shall briefly explain the reason for engaging in the transaction, activity or relationship. Notwithstanding the foregoing, no exception will be granted where such exception would result in a violation of SEC rules or other applicable laws.

(C) Documentation. The Compliance Officer shall document all Waivers (including Implicit Waivers). If a Waiver is granted, the Compliance Officer shall prepare a brief description of the nature of the Waiver, the name of the Covered Officer and the date of the Waiver so that this information may be disclosed in the next Form N-CSR to be filed on behalf of the Funds or posted on the Funds' internet website within five business days following the date of the Waiver. All Waivers must be reported to the Board at each quarterly meeting as set forth in Section VIII below.

VIII. Board Reporting

The Compliance Officer shall report any violations of the Code to the Board for its consideration on a quarterly basis. At a minimum, the report shall:

 

  describe the violation under the Code and any sanctions imposed;

 

  identify and describe any Waivers sought or granted under the Code; and


  identify any recommended changes to the Code.

IX. Amendments

The Covered Officers and the Compliance Officer may recommend amendments to the Code for the consideration and approval of the Board. In connection with any amendment to the Code, the Compliance Officer shall prepare a brief description of the amendment so that the necessary disclosure may be made with the next Form N-CSR to be filed on behalf of the Funds, or posted on the Funds' internet website within five business days following the date of the amendment.

X. Sanctions

Compliance by Covered Officers with the provisions of the Code is required. Covered Officers should be aware that in response to any violation, the Funds will take whatever action is deemed necessary under the circumstances, including, but not limited to, the imposition of appropriate sanctions. These sanctions may include, among others, the reversal of trades, reallocation of trades to client accounts, fines, disgorgement of profits, suspension or termination.

XI. Record-keeping

The Compliance Officer shall maintain all records, including any internal memoranda, relating to compliance with the Code or Waivers of a provision(s) of the Code, for a period of 7 years from the end of the fiscal year in which such document was created, 2 years in an accessible place.

XII. Other Policies and Procedures

This Code shall be the sole code of ethics adopted by the Funds for purposes of Section 406 of the Act and the rules and forms applicable to registered investment companies thereunder. Insofar as other policies or procedures of the Funds, the Adviser, and NYLIFE Distributors LLC (the "Underwriter"), or other service providers govern or purport to govern the behavior or activities of the Covered Officers who are subject to this Code, they are superseded by this Code to the extent that they overlap or conflict with the provisions of this Code. The Funds' the Adviser's and the Underwriter's codes of ethics under Rule 17j-1 under the Investment Company Act are separate requirements applying to the Covered Officers and others, and are not part of this Code.

XIII. Confidentiality

All reports and records prepared or maintained pursuant to this Code will be considered confidential and shall be maintained and protected accordingly. Except as otherwise required by law or this Code, such matters shall not be disclosed to anyone other than the Board, the Adviser and the Compliance Officer, and their respective counsels.

XIV. Internal Use

The Code is intended solely for the internal use by the Funds and does not constitute an admission, by or on behalf of the Funds, as to any fact, circumstance, or legal conclusion.


SCHEDULE I

COVERED OFFICERS

Stephen P. Fisher, President and Principal Executive Officer

Jack R. Benintende, Treasurer and Principal Financial and Accounting Officer


SCHEDULE II

COMPLIANCE OFFICER

Jeffrey A. Engelsman


EXHIBIT A

MainStay Group of Funds

Eclipse Funds Inc.

MainStay Funds Trust

The MainStay Funds

MainStay VP Funds Trust

MainStay DefinedTerm Municipal Opportunities Fund

Private Advisors Alternative Strategies Fund

Private Advisors Alternative Strategies Master Fund

Code of Ethics for

Principal Executive Officer and Principal Financial Officers

INITIAL AND ANNUAL CERTIFICATION OF

COMPLIANCE WITH THE

MAINSTAY GROUP OF FUNDS CODE OF ETHICS FOR

PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICERS

 

x I hereby certify that I have received the MainStay Group of Funds Code of Ethics for Principal Executive Officers adopted pursuant to the Sarbanes-Oxley Act of 2002 (the “Code”) and that I have read and understood the Code. I further certify that I am subject to the Code and will comply with each of the Code’s provisions to which I am subject.

 

x I hereby certify that I have received the MainStay Group of Funds Code of Ethics for Principal Financial Officers adopted pursuant to the Sarbanes-Oxley Act of 2002 (the “Code”) and that I have read and understood the Code. I further certify that I have complied with and will continue to comply with each of the provisions of the Code to which I am subject.

 

/s/ Stephen P. Fisher
Name:   Stephen P. Fisher
Title:   President and Principal Executive Officer
Date:   June 7, 2013
/s/ Jack R. Benintende
Name:   Jack R. Benintende
Title:  

Treasurer and Principal Financial and

Accounting Officer

Date:   June 7, 2013
EX-99.CERT 3 d545398dex99cert.htm CERTIFICATION Certification

Exhibit (a)

SECTION 302 CERTIFICATIONS

I, Stephen P. Fisher, President and Principal Executive Officer of Private Advisors Alternative Strategies Master Fund, certify that:

 

1. I have reviewed this report on Form N-CSR of Private Advisors Alternative Strategies Master Fund;

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

 

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

 

  (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

  (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

  (c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and

 

  (d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5. The registrant’s other certifying officer and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

  (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and


  (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

By:   /s/ Stephen P. Fisher
  Stephen P. Fisher
  President and Principal Executive Officer, Private Advisors Alternative Strategies Master Fund
Date: June 7, 2013


SECTION 302 CERTIFICATIONS

I, Jack R. Benintende, Treasurer and Principal Financial and Accounting Officer of Private Advisors Alternative Strategies Master Fund, certify that:

 

1. I have reviewed this report on Form N-CSR of Private Advisors Alternative Strategies Master Fund;

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

 

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

 

  (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

  (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

  (c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and

 

  (d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5. The registrant’s other certifying officer and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

  (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and


  (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

By:   /s/ Jack R. Benintende
  Jack R. Benintende
  Treasurer and Principal Financial and Accounting Officer, Private Advisors Alternative Strategies Master Fund
Date: June 7, 2013
EX-99.906CERT 4 d545398dex99906cert.htm 906 CERTIFICATION 906 Certification

Exhibit (b)

SECTION 906 CERTIFICATIONS

In connection with this report on Form N-CSR for the Registrant as furnished to the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned hereby certifies, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

 

  (1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as applicable; and

 

  (2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

 

By:   /s/ Stephen P. Fisher
  Stephen P. Fisher
 

President and Principal Executive Officer, Private Advisors Alternative Strategies

Master Fund

Date: June 7, 2013


SECTION 906 CERTIFICATIONS

In connection with this report on Form N-CSR for the Registrant as furnished to the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned hereby certifies, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

 

  (1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as applicable; and

 

  (2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

 

By:   /s/ Jack R. Benintende
  Jack R. Benintende
  Treasurer and Principal Financial and Accounting Officer, Private Advisors Alternative Strategies Master Fund
Date: June 7, 2013
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