0001144204-14-036464.txt : 20140624 0001144204-14-036464.hdr.sgml : 20140624 20140609143459 ACCESSION NUMBER: 0001144204-14-036464 CONFORMED SUBMISSION TYPE: N-CSR PUBLIC DOCUMENT COUNT: 8 CONFORMED PERIOD OF REPORT: 20140331 FILED AS OF DATE: 20140609 DATE AS OF CHANGE: 20140609 EFFECTIVENESS DATE: 20140609 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Excelsior Private Markets Fund III (Master), LLC CENTRAL INDEX KEY: 0001572914 IRS NUMBER: 300769347 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: N-CSR SEC ACT: 1940 Act SEC FILE NUMBER: 811-22816 FILM NUMBER: 14898902 BUSINESS ADDRESS: STREET 1: BANK OF AMERICA CAPITAL ADVISORS STREET 2: 100 FEDERAL STREET CITY: BOSTON STATE: MA ZIP: 02110 BUSINESS PHONE: 866-921-7951 MAIL ADDRESS: STREET 1: BANK OF AMERICA CAPITAL ADVISORS STREET 2: 100 FEDERAL STREET CITY: BOSTON STATE: MA ZIP: 02110 N-CSR 1 v380447_ncsr.htm ANNUAL REPORT

 

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 811-22816

 

Excelsior Private Markets Fund III (Master), LLC

(Exact name of registrant as specified in charter)

 

100 Federal Street

Boston, MA 02110

(Address of principal executive offices) (Zip code)

 

James D. Bowden

Merrill Lynch Alternative Investments LLC

100 Federal Street

Boston, MA 02110

(Name and address of agent for service)

 

Registrant’s telephone number, including area code: 1-866-637-2587

 

Date of fiscal year end: March 31

  

Date of reporting period: March 31, 2014

 

Form N-CSR is to be used by management investment companies to file reports with the Commission not later than 10 days after the transmission to stockholders of any report that is required to be transmitted to stockholders under Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may use the information provided on Form N-CSR in its regulatory, disclosure review, inspection, and policymaking roles.

 

A registrant is required to disclose the information specified by Form N-CSR, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-CSR unless the Form displays a currently valid Office of Management and Budget ("OMB") control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to Secretary, Securities and Exchange Commission, 100 F Street, NE, Washington, DC 20549. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. § 3507.

 

 
 

 

Item 1. Reports to Stockholders.

 

 

Excelsior Private Markets Fund III (Master), LLC

Financial Statements

 

For the Period October 25, 2013 (Commencement of Operations)

through March 31, 2014

 

 
 

  

Excelsior Private Markets Fund III (Master), LLC

For the Period October 25, 2013 (Commencement of Operations)

through March 31, 2014

 

Index Page No.
   
FINANCIAL INFORMATION (Audited)  
   
Statement of Assets, Liabilities and Members’ Equity – Net Assets 1
   
Schedule of Investments 2
   
Statement of Operations 3
   
Statement of Changes in Members’ Equity – Net Assets 4
   
Statement of Cash Flows 5
   
Financial Highlights 6
   
Notes to Financial Statements 7 – 19
   
Report of the Independent Registered Public Accounting Firm 20
   
ADDITIONAL INFORMATION (Unaudited)  
   
Proxy Voting and Form N-Q 21
   
Information pertaining to the Board of Managers of the Company 22 – 23
   
Information pertaining to the Officers of the Company 24

 

 
 

  

Excelsior Private Markets Fund III (Master), LLC

Statement of Assets, Liabilities and Members’ Equity – Net Assets

March 31, 2014

 

Assets     
      
Investments, at fair value (cost $5,248,746)  $7,008,467 
Cash and cash equivalents   2,206,763 
Investments made in advance   130,334 
Capital contributions receivable   162,446 
Other receivables   16,835 
Prepaid offering expense   12,992 
Prepaid legal fees   9,889 
      
Total Assets  $9,547,726 
      
Liabilities     
      
Board of Managers' fees payable  $50,000 
Advisory fee payable   35,585 
Legal fees payable   31,496 
Due to portfolio fund   26,700 
Audit fee payable   24,270 
Administration service fee payable   16,250 
Other payables   1,314 
      
Total Liabilities   185,615 
      
Members’ Equity - Net Assets  $9,362,111 
      
Members’ Equity - Net Assets consists of:     
Members’ capital paid-in  $8,069,546 
Accumulated net investment loss   (467,156)
Accumulated net unrealized appreciation on investments   1,759,721 
      
Total Members' Equity - Net Assets  $9,362,111 
      
Units of Membership Interests outstanding (unlimited units authorized)   6,732.89 
Net Asset Value Per Unit  $1,390.50 

 

The accompanying notes are an integral part of these financial statements. 

 

1
 

  

Excelsior Private Markets Fund III (Master), LLC

Schedule of Investments

March 31, 2014

 

Portfolio Funds (A),(B),(D),(E)  Acquisition Type  Acquisition Dates (C)   Geographic Region (F)  Fair Value
                 
Buyout/Growth(42.25%)                
Fenway Partners Capital Fund II, L.P.  Secondary   3/2014   North America   817,795 
Levine Leichtman Capital Partners II, L.P.  Secondary   3/2014   North America   1,195,836 
McCown De Leeuw & Co. IV, L.P.  Secondary   3/2014   North America   14,333 
Platinum Equity Capital Partners III, L.P.  Secondary   12/2013   North America   1,914,702 
Quad-C partners V, L.P.  Secondary   3/2014   North America   13,160 
               3,955,826 
Special Situations (30.06%)                
Lone Star Real Estate Fund III (U.S.), L.P.  Primary   -   North America   - 
OCM Opportunities Fund II, L.P.  Secondary   3/2014   North America   6,991 
Questor Partners Fund II, L.P.  Secondary   3/2014   North America   1,420,321 
Walton Street Real Estate Fund VII, L.P.  Primary   3/2014   North America   1,386,627 
               2,813,939 
Venture Capital (2.55%)                
Lightspeed Venture Partners Select, L.P.  Primary   3/2014   North America   238,702 
Lightspeed Venture Partners X, L.P.  Primary   -   North America   - 
               238,702 
                 
                 
Total Investments in Portfolio Funds (cost $5,248,746) (74.86%)              7,008,467 
Other Assets & Liabilities (Net) (25.14%)              2,353,644 
Members' Equity - Net Assets (100.00%)             $9,362,111 

 

(A)Non-income producing securities, which are restricted as to public resale and illiquid.
(B)Total cost of illiquid and restricted securities at March 31, 2014 aggregated $5,248,746. Total fair value of illiquid and restricted securities at March 31, 2014 was $7,008,467 or 74.86% of net assets.
(C)Acquisition Dates cover from original investment date to the last acquisition date and is required disclosure for restricted securities only.
(D)The estimated cost of the Portfolio Funds at March 31, 2014, for federal income tax purposes aggregated $5,248,746. The net unrealized appreciation for federal income tax purposes was estimated to be $1,759,721. The net appreciation consisted of gross unrealized appreciation and gross unrealized depreciation of $1,795,488 and $35,767, respectively.
(E)All percentages are calculated as fair value divided by the Fund's Members' Equity - Net Assets.
(F)Geographic Region is based on where a Portfolio Fund is headquartered and may be different from where the Portfolio Fund invests.

 

The accompanying notes are an integral part of these financial statements.

 

2
 

  

Excelsior Private Markets Fund III (Master), LLC

Statement of Operations

For the Period October 25, 2013 (Commencement of Operations)

through March 31, 2014

 

Investment Income:     
      
Interest income  $7 
      
Total Investment Income   7 
      
Operating Expenses:     
      
Organizational expenses   177,652 
Board of Managers' fees   150,000 
Advisory fee   48,715 
Administration service fees   32,500 
Audit fees   24,270 
Legal fees   20,363 
Offering expenses   9,280 
Other fees   4,383 
      
Total Operating Expenses   467,163 
      
Net Investment Loss   (467,156)
      
Net Change in Unrealized Gain on Investments (Note 2)     
Net change in unrealized appreciation on investments   1,759,721 
      
Net Change in Unrealized Gain on Investments   1,759,721 
      
Net Increase in Members’ Equity – Net Assets Resulting from Operations  $1,292,565 

 

The accompanying notes are an integral part of these financial statements.

 

3
 

  

Excelsior Private Markets Fund III (Master), LLC

Statement of Changes in Members’ Equity – Net Assets

 

For the Period October 25, 2013 (Commencement of Operations) through March 31, 2014  

 

   Total
Members
Members' committed capital  $71,729,292 
      
Members' capital at October 25, 2013  $- 
Capital contributions   8,069,546 
Net investment loss   (467,156)
Net change in unrealized appreciation on investments   1,759,721 
Members' capital at March 31, 2014  $9,362,111 

 

The accompanying notes are an integral part of these financial statements.

 

4
 

  

Excelsior Private Markets Fund III (Master), LLC

Statement of Cash Flows

For the Period October 25, 2013 (Commencement of Operations)

through March 31, 2014

 

CASH FLOWS FROM OPERATING ACTIVITIES     
      
Net Change in Members’ Equity – Net Assets resulting from operations  $1,292,565 
Contributions to investments in Portfolio Funds   (6,037,942)
Distributions received from investments in Portfolio Funds   789,196 
Adjustments to reconcile net change in Members’ Equity – Net Assets     
resulting from operations to net cash used in operating activities:     
Change in net unrealized (appreciation) depreciation on investments   (1,759,721)
Changes in assets and liabilities related to operations     
(Increase) decrease in investments made in advance   (130,334)
(Increase) decrease in other receivables   (16,835)
(Increase) decrease in prepaid offering expense   (12,992)
(Increase) decrease in prepaid legal fees   (9,889)
Increase (decrease) in board of managers' fees payable   50,000 
Increase (decrease) in advisory fee payable   35,585 
Increase (decrease) in legal fees payable   31,496 
Increase (decrease) in due to portfolio fund   26,700 
Increase (decrease) in audit fee payable   24,270 
Increase (decrease) in administration service fees payable   16,250 
Increase (decrease) in other payables   1,314 
      
Net cash provided by (used in) operating activities   (5,700,337)
      
CASH FLOWS FROM FINANCING ACTIVITIES     
      
Proceeds from Members’ capital contributions   7,907,100 
      
Net cash provided by/(used in) financing activities   7,907,100 
      
Net change in cash and cash equivalents   2,206,763 
Cash and cash equivalents at beginning of period   - 
      
Cash and cash equivalents at end of period  $2,206,763 

 

 The accompanying notes are an integral part of these financial statements.

 

5
 

 

Excelsior Private Markets Fund III (Master), LLC

Financial Highlights

 

   Period from
October 25, 2013
(Commencement of
Operations) through
March 31, 2014
Per Unit Operating Performance (1)     
      
NET ASSET VALUE, BEGINNING OF PERIOD (2)  $1,000.00 
INCOME FROM INVESTMENT OPERATIONS:     
Net investment loss   (286.79)
Net realized and unrealized gain on investments   677.29 
Net increase in net assets resulting from operations   390.50 
      
DISTRIBUTIONS TO MEMBERS:     
Net change in Members’ Equity - Net Assets due to distributions to Members   - 
NET ASSET VALUE, END OF PERIOD  $1,390.50 
TOTAL NET ASSET VALUE RETURN (1), (3), (4)   15.57%
      
RATIOS AND SUPPLEMENTAL DATA:     
Members' Equity - Net Assets, end of period in thousands (000's)  $9,362 
Ratios to Average Members' Equity - Net Assets: (4), (5), (6)     
Expenses   34.19%
Net investment loss   (34.19)%
Portfolio Turnover Rate (7)   26.36%
      
INTERNAL RATES OF RETURN:     
Internal Rate of Return, including expenses (8)   388.10%

 

(1)Selected data for a unit of membership interest outstanding throughout each period.
(2)The net asset value for the period ended March 31, 2014, represents the initial contribution per unit of $1,000. The initial net asset value per unit of $1,000 was adjusted for the subsequent contributions made at a per unit value of $1,244.78.
(3)Total investment return, based on per unit net asset value, reflects the changes in net asset value based on the effects of organizational costs, the performance of the Company during the period and assumes distributions, if any, were reinvested. The Company's units are not traded in any market; therefore, the market value total investment return is not calculated.
(4)Total return and the ratios to average members' equity - net assets is calculated for the Company taken as a whole. Total return is calculated using a commitment-weighted rate of return methodology based on the timing of closings during the period as it more appropriately reflects the return of the Company taken as a whole. As a result, an individual member's return may vary from these returns and ratios based on the timing of their capital transactions.
(5)Ratios do not reflect the Company's proportional share of the net investment income (loss) and expenses, including any performance-based fees, of the Portfolio Funds.
(6)Annualized (except for organizational expenses, legal fees, and audit expenses).
(7)Proceeds received from investments are included in the portfolio turnover rate.
(8)The Internal Rate of Return is computed based on the actual dates of the cash inflows (capital contributions), outflows (capital and stock distributions), and the ending net assets at the end of the period (residual value) as of each measurement date, excluding the cash flows and net assets of the Investment Adviser. For the period ended March 31, 2014, the internal rate of return is based on a very limited operating period and, as such, may not be meaningful.

 

The accompanying notes are an integral part of these financial statements.

 

6
 

  

Excelsior Private Markets Fund III (Master), LLC

Notes to the Financial Statements

March 31, 2014

 

1. Organization

 

Excelsior Private Markets Fund III (Master), LLC (the “Company”) is a non-diversified, closed-end management investment company registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”). The Company was organized as a Delaware limited liability company on March 18, 2013. The Company commenced operations on October 25, 2013. The duration of the Company is ten years from the final subscription closing date (the “Final Closing”), subject to two two-year extensions which may be approved by the Board of Managers of the Company (the “Board” or the “Board of Managers”). Thereafter, the term of the Company may be extended by majority-in-interest of its Members as defined in the Company’s limited liability company agreements (the “LLC Agreement”).

 

The Company’s investment objective is to provide attractive long-term returns. The Company seeks to achieve its objective primarily by investing in private equity funds and other collective investment vehicles or accounts pursuing investment strategies in buyout/growth, venture capital, and special situations (distressed debt, mezzanine, natural resources, opportunistic, real estate, royalties, and other private equity strategies perceived to be attractive by the Investment Adviser) (collectively the "Portfolio Funds"). Neither the Company nor the Investment Adviser (as defined below) guarantees any level of return or risk on investments and there can be no assurance that the Company will achieve its investment objective. The Portfolio Funds are not registered as investment companies under the Investment Company Act.

 

Excelsior Private Markets Fund III (TI), LLC (the “TI Fund”) and Excelsior Private Markets Fund III (TE), LLC (the “TE Fund”), each a Delaware limited liability company that is registered under the Investment Company Act as a non-diversified, closed-end management investment company, and Excelsior Private Markets Fund III (Offshore), LDC, a Cayman Islands limited duration company (the “Offshore Fund, and together with the TI Fund and the TE Fund, the Feeder Funds”), pursue their investment objectives by investing substantially all of their assets in the Company.  The percentage of the Offshore Fund's shareholders' capital owned by the TE Fund is 100%. The financial position and results of operations of the Offshore Fund have been consolidated within the TE Fund's consolidated financial statements. The Feeder Funds have the same investment objective and substantially the same investment policies as the Company (except that the Feeder Funds pursue their investment objectives by investing in the Company).

 

Until December 31, 2013, Bank of America Capital Advisors LLC (“BACA”), an indirect wholly-owned subsidiary of Bank of America Corporation (“Bank of America”) and a registered investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), served as investment adviser of the Company. Its principal office was located at 100 Federal Street, Boston, MA 02110. BACA was controlled by Bank of America, a financial holding company which has its principal executive office at 101 North Tryon Street, Charlotte, NC 28255. BACA was responsible for identifying, evaluating, structuring, monitoring and disposing of the Company’s investments.

 

7
 

  

Excelsior Private Markets Fund III (Master), LLC

Notes to the Financial Statements

March 31, 2014

 

Effective December 31, 2013, BACA reorganized into its affiliate, Merrill Lynch Alternative Investments LLC (“MLAI” or the “Investment Adviser”) (the “Reorganization”). As the survivor of the Reorganization and the successor of BACA, MLAI assumed all responsibilities for serving as the Investment Adviser of the Company under the terms of the investment advisory agreement between BACA and the Company. The transfer of the Advisory Agreement from BACA to MLAI was approved by the Company’s Board of Managers on November 25, 2013. The personnel of MLAI who provide services to the Company are the same personnel who previously provided such services to the Company on behalf of BACA.

 

The Board has overall responsibility to manage and supervise the operations of the Company. The Board exercises the same powers, authority and responsibilities on behalf of the Company as are customarily exercised by directors of a typical investment company registered under the Investment Company Act organized as a corporation. The Board has engaged the Investment Adviser to provide investment advice regarding the selection of the Portfolio Funds and to manage the day-to-day operations of the Company.

 

The Company operates as a vehicle for the investment of substantially all of the assets of the Feeder Funds as members of the Company (“Members”).  As of March 31, 2014, the TI Fund’s and the TE Fund’s ownership of the Company’s Members’ contributed capital was 53.81% and 46.19%, respectively, with the Investment Adviser’s (who is also a Member of the Company) percentage ownership of the Company’s Members’ contributed capital being insignificant.

 

2. Significant Accounting Policies and Recent Accounting Pronouncements

 

A. Basis of Accounting

The Company’s policy is to prepare its financial statements on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Consequently, income and the related assets are recognized when earned, and expenses and the related liabilities are recognized when incurred. The books and records of the Company are maintained in U.S. dollars. The following is a summary of significant accounting policies followed by the Company in the preparation of its financial statements.

 

B. Recent Accounting Pronouncements

In June 2013, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2013-08, Financial Services - Investment Companies: Amendments to the Scope, Measurement, and Disclosure Requirements (“ASU 2013-08”). The amendments in ASU 2013-08 change the approach in determining whether an entity is an investment company and provides comprehensive implementation guidance for that assessment. Under ASU 2013-08, entities regulated under the Investment Company Act of 1940 will automatically qualify as investment companies while unregistered entities are required to have certain fundamental characteristics and should consider other typical characteristics to qualify as an investment company. ASU 2013-08 also includes certain disclosure requirements for investment companies. The guidance is effective for interim and annual reporting periods in fiscal years that begin after December 15, 2013. The Investment Adviser is currently assessing the impact that the adoption of the ASU 2013-08 will have on the Company’s financial statement disclosures.

 

8
 

  

Excelsior Private Markets Fund III (Master), LLC

Notes to the Financial Statements

March 31, 2014

 

C. Valuation of Investments

The Company computes its net asset value as of the last business day of each fiscal quarter and at such other times as deemed appropriate by the Investment Adviser in accordance with valuation principles set forth below, or as may be determined from time to time, pursuant to the valuation procedures (the “Procedures”) established by the Board. 

 

The Board has approved the Procedures pursuant to which the Company values its interests in the Portfolio Funds and other investments.  The Board has delegated to the Investment Adviser general responsibility for determining the value of the assets held by the Company.  The value of the Company’s interests is based on information reasonably available at the time the valuation is made and the Investment Adviser believes to be reliable.  Generally, the value of each Portfolio Fund will be based primarily upon the value reported to the Company by the Portfolio Fund as of each quarter-end, determined by the Portfolio Fund in accordance with its own valuation policies.

 

It is expected that most of the Portfolio Funds in which the Company invests will meet the criteria set forth under FASB Certification Topic ASC 820 (“ASC 820”) permitting the use of the “practical expedient” to determine the fair value of the Portfolio Fund investments. ASC 820 provides that, in valuing alternative investments that do not have quoted market prices but calculate net asset value per share or equivalent, an investor may determine fair value by using the net asset value reported to the investor by the underlying investment. According to the extent ASC 820 is applicable to a Portfolio Fund, the Investment Adviser generally will value the Company’s investment in the Portfolio Fund on a quarterly basis using the practical expedient as of each quarter end, based on the valuation provided to the Investment Adviser by the Portfolio Fund (or the manager thereof on behalf of the Portfolio Fund) in accordance with the Portfolio Fund’s, or its manager’s, as applicable, own valuation policies.

 

Although the Investment Adviser generally will value the Fund’s investments in Portfolio Funds using the practical expedient as described above, there may be situations where the Investment Adviser is either unable to utilize the practical expedient, for example because a Portfolio Fund does not report a quarter end value on a timely basis, or where the Investment Adviser determines that the use of the practical expedient is not appropriate as it will not result in a price that represents the current value of the Portfolio Fund. In such circumstances, the Investment Adviser will initiate a process to fair value the Fund’s interest in such Portfolio Fund independently of the valuation provided by the Portfolio Fund, subject to review by the Board.

 

In making and reviewing a valuation, the Investment Adviser and the Board, respectively, take into consideration all reasonably available information and other factors deemed pertinent.  Because of the inherent uncertainty of valuations, however, estimated values may differ significantly from the values that would have been used had a ready market for the investments existed, and the differences could be material.

 

FASB ASC 820-10 “Fair Value Measurements and Disclosure” establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). FASB ASC 820-10-35-39 to 55 provides three levels of the fair value hierarchy as follows:

 

9
 

  

Excelsior Private Markets Fund III (Master), LLC

Notes to the Financial Statements

March 31, 2014

  

  Level 1 Unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access;
  Level 2 Observable inputs other than quoted prices included in Level 1 that are observable for the asset or liability either directly or indirectly. These inputs may include quoted prices for the identical instrument on an inactive market, prices for similar instruments, interest rates, prepayment speeds, credit risk, yield curves, default rates, and similar data;
     
  Level 3 Unobservable inputs for the asset or liability to the extent that relevant observable inputs are not available, representing the Company’s own assumptions about the assumptions that a market participant would use in valuing the asset or liability, and that would be based on the best information available.

 

Inputs are used in applying the various valuation techniques and broadly refer to the assumptions that market participants use to make valuation decisions, including assumptions about risk. Inputs may include price information, volatility statistics, specific and broad credit data, liquidity statistics, and other factors. An investment's level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. However, the determination of what constitutes “observable” requires significant judgment by the Investment Adviser. The Investment Adviser considers observable data to be that market data which is readily available, regularly distributed or updated, reliable and verifiable, not proprietary, and provided by multiple, independent sources that are actively involved in the relevant market. The categorization of an investment within the hierarchy is based upon the pricing transparency of the investment and does not necessarily correspond to the Investment Adviser’s perceived risk of that investment.

 

All of the Company's investments in the Portfolio Funds have been classified within Level 3, and the Company generally does not hold any investments that could be classified as Level 1 or Level 2, as observable prices are typically not available.

 

Most Portfolio Funds are structured as closed-end, commitment-based private investment funds to which the Company commits a specified amount of capital upon inception of the Portfolio Fund (i.e., committed capital) which is then drawn down over a specified period of the Portfolio Fund's life. Such Portfolio Funds generally do not provide redemption options for investors and, subsequent to final closing, do not permit subscriptions by new or existing investors. Accordingly, the Company generally holds interests in Portfolio Funds for which there is no active market, although, in some situations, a transaction may occur in the "secondary market." These interests, in the absence of a recent and relevant secondary market transaction, are generally classified as Level 3.

10
 

 

Excelsior Private Markets Fund III (Master), LLC

Notes to the Financial Statements

March 31, 2014

 

Assumptions used by the Investment Adviser due to the lack of observable inputs may significantly impact the resulting fair value and therefore the Company's results of operations.

 

The following table presents the investments carried on the Statement of Assets, Liabilities and Members’ Equity - Net Assets by level within the valuation hierarchy as of March 31, 2014.

 

   Level 1  Level 2  Level 3  Total
Assets:                    
Buyout/Growth  $-   $-   $3,955,826   $3,955,826 
Special Situations   -    -    2,813,939    2,813,939 
Venture Capital   -    -    238,702    238,702 
Totals  $-   $-   $7,008,467   $7,008,467 

 

Valuation Process for Level 3 Fair Value Measurements

The Company generally uses the valuation reported by a Portfolio Fund as its valuation of such Portfolio Fund; however, adjustments to the reported valuation may be made in certain circumstances where such use is not applicable or inappropriate. In making a valuation determination, the Investment Adviser considers various factors, including, but not limited to, the Portfolio Fund’s valuation policies and practices, the Portfolio Fund’s investment portfolio or other assets and liabilities, the pricing of new rounds of financing by the underlying investments in the Portfolio Fund, any relevant operational or non-investment issues that may affect the Portfolio Fund, and the valuation of the same investments held by other Portfolio Funds. The valuation process for investments categorized in Level 3 of the fair value hierarchy is completed on a quarterly basis and is designed to subject the valuation of Level 3 investments to an appropriate level of consistency, oversight and review. The Investment Adviser has responsibility for the valuation process and the fair value of investments reported in the financial statements. The Investment Adviser performs initial and ongoing investment monitoring and valuation assessments. The Investment Adviser’s due diligence process includes evaluating the operations and valuation procedures of the managers of the Portfolio Funds and the transparency of those processes through background and reference checks, attendance at investor meetings and periodic site visits. In determining the fair value of investments, the Investment Adviser reviews periodic investor reports and interim and annual audited financial statements received from the Portfolio Funds, reviews material quarter over quarter changes in valuation and assesses the impact of macro market factors on the performance of the Portfolio Funds. The Board reviews investment transactions and monitors performance of the managers of the Portfolio Funds. The fair value recommendations of the Investment Adviser are reviewed and ratified by the Board on a quarterly basis.

 

Significant Unobservable Inputs

As of March 31, 2014, the Company had investments in Portfolio Funds valued at $7,008,467. The fair value of investments valued at $6,176,339 in the Company's Schedule of Investments has been valued at the unadjusted net asset value reported by the managers of the Portfolio Funds. The fair value of investments valued at $832,128 in the Company’s Schedule of Investments has been valued at the March 31, 2014, purchase price of the Portfolio Funds.

 

11
 

  

Excelsior Private Markets Fund III (Master), LLC

Notes to the Financial Statements

March 31, 2014

 

The following table includes a rollforward of the amounts for the period October 25, 2013 (commencement of operations) through March 31, 2014 for investments classified within Level 3. The classification of an investment within Level 3 is based upon the significance of the unobservable inputs to the overall fair value measurement.

 

      Special  Venture   
   Buyout/Growth  Situations  Capital  Total
Balance as of October 25, 2013  $-   $-   $-   $- 
Net change in unrealized appreciation on investments   1,209,530    551,489    (1,298)   1,759,721 
Net realized gain on investments   -    -    -    - 
Contributions   3,535,492    2,262,450    240,000    6,037,942 
Distributions   (789,196)   -    -    (789,196)
Balance as of March 31, 2014  $3,955,826   $2,813,939   $238,702   $7,008,467 

 

The net change in unrealized appreciation (depreciation) relating to Level 3 investments still held as of the reporting date is $1,759,721.

 

The Company recognizes transfers into and out of the levels indicated above at the end of the reporting period. There were no transfers into or out of Level 3 during the period ended March 31, 2014.

 

All net realized and unrealized gains (losses) in the table above are reflected in the accompanying Statement of Operations under Net Realized and Change in Unrealized Gain on Investments.

 

Investments in the Portfolio Funds are closed investment vehicles, which provide no liquidity of redemption option and are not readily marketable. Additional information on the investments can be found in the Schedule of Investments.

 

The estimated remaining life of the Company’s Portfolio Funds as of March 31, 2014 is one to ten years, with the possibility of extensions by each of the Portfolio Funds.

 

D. Cash and Cash Equivalents

Cash and cash equivalents consist primarily of cash and short term investments which are readily convertible into cash and have an original maturity of three months or less. At March 31, 2014, the Company did not hold any cash equivalents. UMB Bank N.A. serves as the Company’s custodian.

 

E. Offering Costs

Offering Costs are costs incidental to the issuing and marketing of interests in a company and are non-recurring in nature. As the Company has a continuous offering period, offering costs are amortized to expense over a 12 month period on a straight-line basis. As of March 31, 2014, offering costs of $9,280 are included in the Statement of Operations.

 

12
 

  

Excelsior Private Markets Fund III (Master), LLC

Notes to the Financial Statements

March 31, 2014

 

F. Organization Fees

The Company incurred and expensed $177,652 in organizational expenses for the period from October 25, 2013 (commencement of operations) to March 31, 2014.

 

G. Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates and the differences could be material.

 

H. Investment Gains and Losses

The Company records distributions of cash or in-kind securities from the Portfolio Funds based on the information from distribution notices when distributions are received. The Company will recognize within the Statement of Operations its share of realized gains or (losses), the Company's change in net unrealized appreciation (depreciation) and the Company’s share of net investment income or (loss) based upon information received regarding distributions from managers of the Portfolio Funds. The Company may also recognize realized losses based upon information received from the Portfolio Fund managers for write-offs taken in the underlying portfolio. Unrealized appreciation/(depreciation) on investments within the Statement of Operations includes the Company’s share of interest and dividends, realized (but undistributed) and unrealized gains and losses on security transactions, and expenses of each Portfolio Fund.

 

The Portfolio Funds may make in-kind distributions to the Company and, particularly in the event of a dissolution of a Portfolio Fund, such distributions may contain securities that are not marketable. While the general policy of the Company will be to liquidate such investment and distribute proceeds to Members, under certain circumstances when deemed appropriate by the Board, a Member may receive in-kind distributions from the Company.

 

I. Income Taxes

The Company is a limited liability company that is treated as a partnership for tax reporting. Tax basis income and losses are passed through to Members and, accordingly, there is no provision for income taxes reflected in these financial statements. The Company has a tax year end of December 31.

 

Differences arise in the computation of Members' capital for financial reporting in accordance with GAAP and Members' capital for federal and state income tax reporting. These differences are primarily due to the fact that unrealized gains and losses are allocated for financial reporting purposes and are not allocated for federal and state income tax reporting purposes.

 

The cost of the Portfolio Funds for federal income tax purposes is based on amounts reported to the Company on Schedule K-1 from the Portfolio Funds. As of March 31, 2014, the Company had not received information to determine the tax cost of the Portfolio Funds. Based on the amounts reported to the Company on Schedule K-1 (where available) as of December 31, 2013, and after adjustment for purchases and sales between December 31, 2013 and March 31, 2014, the estimated cost of the Portfolio Funds at March 31, 2014, for federal income tax purposes aggregated $5,248,746. The net unrealized appreciation for federal income tax purposes was estimated to be $1,759,721. The net appreciation consisted of gross unrealized appreciation and gross unrealized depreciation of $1,795,488 and $35,767, respectively.

 

13
 

  

Excelsior Private Markets Fund III (Master), LLC

Notes to the Financial Statements

March 31, 2014

 

The Company files tax returns as prescribed by the tax laws of the jurisdictions in which it operates. In the normal course of business, the Company is subject to examination by federal, state, local and foreign jurisdictions, where applicable. As of December 31, 2013, the tax years that remain subject to examination by the major tax jurisdictions under the statute of limitations is from the year 2013 forward (with limited exceptions). FASB ASC 740-10 requires the Investment Adviser to determine whether a tax position of the Company is more likely than not to be sustained upon examination by taxing authorities, based on the technical merits of the position. For tax positions meeting the more likely than not threshold, the tax amount recognized in the financial statements is reduced by the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement with the relevant taxing authority. The Investment Adviser has reviewed the Company’s tax positions for the open tax period and has concluded that no provision for taxes is required in the Company’s financial statements. The Company recognizes interest and penalties, if any, related to unrecognized tax benefits as income tax expense in the Statement of Operations. During the period ended March 31, 2014, the Company did not incur any interest or penalties.

 

J. Contribution Policy

Capital contributions shall be credited to Members’ capital accounts and units shall be issued when paid. Capital contributions will be determined based on a percentage of commitments. During the period from October 25, 2013 (commencement of operations) through March 31, 2014, the Company issued 6,732.89 units.

 

K. Distribution Policy

Distributions shall be made of available cash (net of reserves that the Board deems reasonable) or other net investment proceeds to Members at such times and in such amounts as determined by the Board of Managers in its sole discretion and in accordance with Members’ respective percentage interests, as defined in the LLC Agreement.

 

L. Restrictions on Transfers

Interests of the Company (“Interests”) are generally not transferable. No Member may assign, sell, transfer, pledge, hypothecate or otherwise dispose of any of its Interests without the prior written consent of the Board which may be granted or withheld in its sole discretion, and in compliance with applicable securities and tax laws.

 

M. Fees of the Portfolio Funds

Each Portfolio Fund will charge its investors (including the Company) expenses, including asset-based management fees and performance-based fees, which are referred to as an allocation of profits. In addition to Company level expenses shown on the Company’s Statement of Operations, Members of the Company will indirectly bear the fees and expenses charged by the Portfolio Funds. These fees are reflected in the valuations of the Portfolio Funds and are not reflected in the ratios to average net assets in the Financial Highlights.

 

14
 

  

Excelsior Private Markets Fund III (Master), LLC

Notes to the Financial Statements

March 31, 2014

 

N. Company Expenses

The Company bears certain expenses not otherwise borne by the Investment Adviser, including, but not limited to, all investment-related expenses (including, but not limited to, fees paid directly or indirectly to Portfolio Fund managers, all costs and expenses directly related to portfolio transactions and positions for the Company’s account such as direct and indirect expenses associated with the Company’s investments and prospective investments, including all costs and expenses incurred in connection with its investments in Portfolio Funds, transfer taxes and premiums, taxes withheld on foreign dividends); any non-investment related interest expense; fees and disbursements of any attorneys and accountants engaged on behalf of the Company; audit and tax preparation fees and expenses; administrative expenses and fees; custody and escrow fees and expenses; the costs of an errors and omissions/directors and officers liability insurance policy and a fidelity bond; the Advisory Fee payable to the Investment Adviser; fees and travel-related expenses of the Board who are not employees of the Investment Adviser or any affiliate of the Investment Adviser; all costs and charges for equipment or services used in communicating information regarding the Company’s transactions among the Investment Adviser and any custodian or other agent engaged by the Company; any extraordinary expenses; and such other expenses as may be approved from time to time by the Board. Expenses, including incentive fees and allocations, of the Portfolio Funds are not broken out separately on the accompanying Statement of Operations, and are not included in the expense ratios shown in the accompanying Financial Highlights.  The income and expenses of the Portfolio Funds are, however, included in realized and unrealized gains on investments on the accompanying Statement of Operations.

 

3. Advisory Fee, Administration Fee and Related Party Transactions

 

The Investment Adviser provides investment advisory services to the Company and incurs research, travel and other expenses related to the selection and monitoring of Portfolio Funds.  Further, the Investment Adviser provides certain management and administrative services to the TI Fund and the TE Fund, including providing office space and other support services, maintaining files and records, and preparing and filing various regulatory materials. In consideration for such services, the Company pays the Investment Adviser an investment advisory fee (the "Advisory Fee") quarterly in arrears at the annual rate of 1.0% as follows: (i) during the period from the initial closing until the fifth anniversary of the Final Closing, based on the total capital commitments (the "Underlying Commitments") entered into by the Company with respect to investments in the Portfolio Funds; and (ii) beginning on the fifth anniversary of the Final Closing and thereafter, based on the net asset value of the Company. The Advisory Fee will not exceed 1.0% of total commitments from Members. For the period October 25, 2013 (commencement of operations) to March 31, 2014, the Company incurred Advisory Fees totaling $48,715.

 

Certain general and administrative expenses, such as occupancy and personnel costs are borne by Bank of America or other affiliates and are not reflected in these financial statements.

 

15
 

  

Excelsior Private Markets Fund III (Master), LLC

Notes to the Financial Statements

March 31, 2014

 

Pursuant to an Administrative and Accounting Services Agreement, the Company retains UMB Fund Services, Inc. (the “Administrator”), formerly known as J.D. Clark & Company, a subsidiary of UMB Financial Corporation, to provide administration, accounting, tax preparation and investor services to the Company. In consideration for these services, the Company pays the Administrator a variable fee between 0.01% and 0.02%, based on average quarterly net assets subject to a minimum quarterly fee. For the period from October 25, 2013 (commencement of operations) to March 31, 2014, the Company incurred administration fees totaling $32,500.

 

The Board is made up of five managers, each of whom is not an “interested person” of the Company as defined by Section 2(a)(19) of the Investment Company Act (the “Independent Managers”). The Independent Managers are each paid an annual retainer of $40,000. Compensation to the Board is paid and expensed by the Company on a quarterly basis. The Independent Managers are also reimbursed for out of pocket expenses in connection with providing their services to the Company. For the period October 25, 2013 (commencement of operations) to March 31, 2014, the Company incurred $150,000 in directors’ fees.

 

4. Capital Commitments from Members

 

At March 31, 2014, capital commitments from Members totaled $71,729,292. Capital contributions received by the Company with regard to satisfying Member commitments totaled $8,069,546, which represents approximately 11.25% of committed capital at March 31, 2014.

 

5. Allocations of Capital and Net Profits or Net Losses to Members

 

The net profits or net losses of the Company are allocated to Members in a manner that takes into account the amount of cash that would be distributed based upon a hypothetical liquidation, such that allocations are based on Members’ percentage interests, as defined in the Company's LLC Agreement.

 

6. Capital Commitments of the Company to Portfolio Funds

 

As of March 31, 2014, the Company had total capital commitments of $26,093,135 to the Portfolio Funds with remaining unfunded commitments to the Portfolio Funds totaling $20,353,809, as listed below:

 

Assets:  Unfunded
Commitment
Buyout/Growth  $7,563,920 
Special Situations   8,529,889 
Venture Capital   4,260,000 
Total  $20,353,809 

 

16
 

  

Excelsior Private Markets Fund III (Master), LLC

Notes to the Financial Statements

March 31, 2014

 

7. Description of the Portfolio Funds

 

Due to the nature of the Portfolio Funds, the Company cannot liquidate its positions in the Portfolio Funds except through distributions from the Portfolio Funds, which are made at the discretion of the Portfolio Funds. The Company has no right to demand repayment of its investment in the Portfolio Funds.

 

The following Portfolio Funds represent 5% or more of Members’ Equity – Net Assets of the Company. Thus, the Portfolio Funds’ investment objectives are disclosed below.

 

Platinum Equity Capital Partners III, L.P. represents 20.45% of Members’ Equity – Net Assets of the Company. The objective of Platinum Equity Capital Partners III, L.P. is to make private investments in equity, equity-oriented or debt securities which offer equity-like returns of underperforming companies to generate capital appreciation for their partners.

 

Questor Partners Fund II, L.P. represents 15.17% of Members’ Equity – Net Assets of the Company. Questor Partners Fund II, L.P. was organized for the purpose of investing capital in, and applying turnaround, bankruptcy and management expertise to, underperforming, troubled and distressed companies and special situations.

 

Walton Street Real Estate Fund VII, L.P. represents 14.81% of Members’ Equity – Net Assets of the Company. The objective of Walton Street Real Estate Fund VII, L.P. is to employ a diversified investment approach to generate attractive, risk-adjusted return.

 

Levine Leichtman Capital Partners II, L.P. represents 12.77% of Members’ Equity – Net Assets of the Company. The objective of Levine Leichtman Capital Partners II, L.P. is to seek out opportunities to invest in the securities of middle market companies located in the western region of the United States.

 

Fenway Partners Capital Fund II, L.P. represents 8.74% of Members’ Equity – Net Assets of the Company. The objective of Fenway Partners Capital Fund II, L.P. is to make investments in capital stock and other interests in business organizations with the principal objective of appreciation of invested capital.

 

Included within the underlying investment portfolio of these Portfolio Funds are five investments that represent 5% or more of the net assets of the Company.

 

Polar Group Holdings Company, LLC, is held in Questor Partners Fund II, L.P. at March 31, 2014 and represents approximately 15.06% of the net assets of the Company. The Company’s share of fair value of this investment at March 31, 2014 is $1,410,265.

 

InterDent, Inc., is held in Levine Leichtman Capital Partners II, L.P. at March 31, 2014 and represents approximately 9.96% of the net assets of the Company. The Company’s share of fair value of this investment at March 31, 2014 is $932,488.

 

17
 

  

Excelsior Private Markets Fund III (Master), LLC

Notes to the Financial Statements

March 31, 2014

 

Milestone Portfolio, is held in Walton Street Real Estate Fund VII, L.P. at March 31, 2014 and represents approximately 5.56% of the net assets of the Company. The Company’s share of fair value of this investment at March 31, 2014 is $520,741.

 

Easton-Bell Sports, Inc., is held in Fenway Partners Capital Fund II, L.P. at March 31, 2014 and represents approximately 5.27% of the net assets of the Company. The Company’s share of fair value of this investment at March 31, 2014 is $493,308.

 

BWAY Corporation, is held in Platinum Equity Capital Partners III, L.P. at March 31, 2014 and represents approximately 5.01% of the net assets of the Company. The Company’s share of fair value of this investment at March 31, 2014 is $469,171.

 

8. Indemnifications

 

In the normal course of business, the Company enters into contracts that provide general indemnifications. The Company’s maximum exposure under these agreements is dependent on future claims that may be made against the Company, and therefore cannot be established; however, based on the Investment Adviser’s experience, the risk of loss from such claims is considered remote.

 

Many of the Portfolio Funds’ partnership agreements contain provisions that allow them to recycle or recall distributions made to the Company. Accordingly, the unfunded commitments disclosed under Note 6 reflect both amounts undrawn to satisfy commitments and distributions that are recallable, as applicable.

 

9. Concentrations of Market, Credit, Liquidity, Industry, Currency and Capital Call Risk

 

Due to the inherent uncertainty of valuations, estimated values may differ significantly from the values that would have been used had a ready market for the securities existed, and the difference could be material. The Company’s investments are subject, directly or indirectly, to various risk factors including market, credit, industry, currency and capital call risk. Certain investments are made internationally, which may subject the investments to additional risks resulting from political or economic conditions in such countries or regions and the possible imposition of adverse governmental laws or currency exchange restrictions affecting such countries or regions. Market risk represents the potential loss in value of financial instruments caused by movements in market variables, such as interest and foreign exchange rates and equity prices. The Company may have a concentration of investments, as permitted by its registration statement, in a particular industry or sector. Investment performance of the sector may have a significant impact on the performance of the Company. The Company's investments are also subject to the risk associated with investing in private equity securities. The investments in private equity securities are illiquid, can be subject to various restrictions on resale, and there can be no assurance that the Company will be able to realize the value of such investments in a timely manner if at all.

 

18
 

  

Excelsior Private Markets Fund III (Master), LLC

Notes to the Financial Statements

March 31, 2014

 

The Company believes that its liquidity and capital resources are adequate to satisfy its operational needs as well as the continuation of its investment program.

 

This portfolio strategy presents a high degree of business and financial risk due to the nature of underlying companies in which the Portfolio Funds invest, which may include entities with little operating history, minimal capitalization, operations in new or developing industries, and concentration of investments in one industry or geographical area.

 

Further, a significant portion of the Portfolio Fund assets may become investments in public securities through initial public offerings and acquisitions by public companies. These securities may be subject to restrictions, which may prevent the immediate resale of these securities by the Portfolio Funds. These securities may be subject to substantial market volatility which could impact the Portfolio Funds’ valuations.

 

The Portfolio Funds may invest in certain financial instruments which may contain varying degrees of off balance sheet credit, interest and market risks. As a result, the Company may be subject indirectly to such risks through its investment in the Portfolio Funds. However, due to the nature of the Company’s investments in Portfolio Funds, such risks are limited to the Company’s capital balance in each such Portfolio Fund.

 

If the Company defaults on its commitment or fails to satisfy capital calls, it will be subject to significant penalties, including the complete forfeiture of the Company’s investment in the Portfolio Fund. This may impair the ability of the Company to pursue its investment program, force the Company to borrow or otherwise impair the value of the Company’s investments (including the complete devaluation of the Company). In addition, defaults by Members on their commitments to the Company, may cause the Company to, in turn, default on its commitment to a Portfolio Fund. In this case, the Company, and especially the non-defaulting Members, will bear the penalties of such default as outlined above. While the Investment Adviser has taken steps to mitigate this risk, there is no guarantee that such measures will be sufficient or successful.

 

10. Subsequent Events

 

On April 1, 2014, there were subsequent closings for $5,666,667 in partners' commitments. For investors that participated in the April 1, 2014 closing, a capital call of 11.25% of capital commitments was made on May 13, 2014.

 

The Company has evaluated all events subsequent to the balance sheet date of March 31, 2014, through the date these financial statements were available to be issued and has determined that there were no additional subsequent events that require disclosure.

 

19
 

  

 

Report of Independent Registered Public Accounting Firm

 

To the Board of Managers and Members of Excelsior Private Markets Fund III (Master), LLC:

 

In our opinion, the accompanying statement of assets, liabilities and members’ equity – net assets, including the schedule of investments, and the related statements of operations and of changes in members’ equity - net assets and of cash flows and the financial highlights present fairly, in all material respects, the financial position of Excelsior Private Markets Fund III (Master), LLC (the "Company") at March 31, 2014, the results of its operations and its cash flows, the changes in its members’ equity - net assets and the financial highlights for the period October 25, 2013 (commencement of operations) through March 31, 2014, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Company'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 securities at March 31, 2014 by correspondence with the underlying portfolio funds, provides a reasonable basis for our opinion.

 

 

 

May 30, 2014

 

20
 

  

Excelsior Private Markets Fund III (Master), LLC

Supplemental Proxy Information (Unaudited)

March 31, 2014

 

Proxy Voting and Form N-Q

 

A description of the Company’s policies and procedures used to determine how to vote proxies relating to the Company’s portfolio securities, as well as information regarding proxy votes cast by the Company (if any) during the most recent twelve month period ended June 30, is available without charge, upon request, by calling the Company toll-free at 866-637-2587 or on the website of the Securities and Exchange Commission (the “SEC”) at http://www.sec.gov. The Company did not receive any proxy solicitations during the year ended March 31, 2014.

 

The Company files a complete schedule of portfolio holdings with the SEC within sixty days after the end of the first and third fiscal quarters of each year on Form N-Q. The Company’s Forms N-Q (i) are available at http://www.sec.gov, and (ii) may be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C. (the information regarding operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330), and (iii) may be obtained at no charge by calling the Company toll-free at 866-637-2587.

 

21
 

  

Excelsior Private Markets Fund III (Master), LLC

Board of Managers of the Company (Unaudited)

March 31, 2014

 

Information pertaining to the Board of Managers of the Company is set forth below.

 

                Number of
    Position(s)   Term of Office       Portfolios in Fund
    Held with the   and Length of   Principal Occupation During Past Five Years and Other   Complex Overseen
Name, Address and Age   Company   Time Served   Directorships Held   by Manager
                 
        Disinterested Managers        
                 
                 

Alan Brott

c/o Excelsior Private Markets

Fund III (Master), LLC

225 High Ridge Road

Stamford, CT 06905

(Born 1942)

 

  Manager  

Term Indefinite;

Length- since

August 2009

 

Consultant (since 10/91); Associate Professor, Columbia

University (since 2000); Former Partner of Ernst & Young. Mr. Brott serves as a manager of Excelsior Multi-Strategy Hedge Fund of Funds, LLC, Excelsior Private Markets Fund II (TI), LLC, Excelsior Private Markets Fund II (TE), LLC, Excelsior Private Markets Fund II (Master), LLC, Excelsior Private Markets Fund III (TI), LLC and Excelsior Private Markets Fund III (TE), LLC. He is also a director of Grosvenor Registered Multi-Strategy Master Fund, LLC, Grosvenor Registered Multi-Strategy Fund (TI 1), LLC, Grosvenor Registered Multi-Strategy Fund (TI 2), LLC, and Grosvenor Registered Multi-Strategy Fund (W), LLC, and a director of Stone Harbor Investment Funds (5 funds), Emerging Markets Income Fund and Stone Harbor Emerging Markets Total Income Fund.

 

7

 

                 
John C. Hover II
c/o Excelsior Private Markets
Fund III (Master), LLC
225 High Ridge Road
Stamford, CT 06905
(Born 1943)
  Manager   Term Indefinite;
Length- since
August 2009
  Former Executive Vice President of U.S. Trust Company (retired since 2000). Mr. Hover serves as a manager of Excelsior Multi- Strategy Hedge Fund of Funds, LLC, Excelsior Private Markets Fund II (TI), LLC, Excelsior Private Markets Fund II (TE), LLC, Excelsior Private Markets Fund II (Master), LLC, Excelsior Private Markets Fund III (TI), LLC and Excelsior Private Markets Fund III (TE), LLC, and Excelsior Venture Partners III, LLC, and a director of Tw eedy, Brow ne Fund, Inc.   8
                 
Victor F. Imbimbo, Jr.
c/o Excelsior Private Markets
Fund III (Master), LLC
225 High Ridge Road
Stamford, CT 06905
(Born 1952)
  Manager   Term Indefinite;
Length- since
October 2000
  President and CEO of Caring Today, LLC, the publisher of Caring Today Magazine, the leading information resource within the family caregivers market; Former Executive Vice President of TBWA\New York and Former President for North America with TBWA/WorldHealth, a division of TBWA Worldwide, w here he directed consumer marketing program development for healthcare companies primarily w ithin the pharmaceutical industry. Mr. Imbimbo serves as a manager of Excelsior Multi- Strategy Hedge Fund of Funds, LLC, Excelsior Private Markets Fund II (TI), LLC, Excelsior Private Markets Fund II (TE), LLC, Excelsior Private Markets Fund II (Master), LLC, Excelsior Private Markets Fund III (TI), LLC and Excelsior Private Markets Fund III (TE), LLC, and Excelsior Venture Partners III, LLC, and a director of Vertical Branding, Inc.   8

 

22
 

  

Excelsior Private Markets Fund III (Master), LLC

Board of Managers of the Company (Unaudited)

March 31, 2014

 

Information pertaining to the Board of Managers of the Company is set forth below.

 

                Number of
    Position(s)   Term of Office       Portfolios in Fund
    Held with the   and Length of   Principal Occupation During Past Five Years and Other   Complex Overseen
Name, Address and Age   Company   Time Served   Directorships Held   by Manager
                 
Disinterested Managers
 
Stephen V. Murphy
c/o Excelsior Private Markets
Fund III (Master), LLC
225 High Ridge Road
Stamford, CT 06905
(Born 1945)
  Manager   Term Indefinite;
Length- since
October 2000
  President of S.V. Murphy & Co, Inc., an investment banking firm. Mr. Murphy serves as a manager of Excelsior Multi-Strategy Hedge Fund of Funds, LLC, Excelsior Private Markets Fund II (TI), LLC, Excelsior Private Markets Fund II (TE), LLC, Excelsior Private Markets Fund II (Master), LLC, Excelsior Private Markets Fund III (TI), LLC, Excelsior Private Markets Fund III (TE), LLC and Excelsior Venture Partners III, LLC, and a director of The First of Long Island Corporation, The First National Bank of Long Island and former director of Bow ne & Co., Inc. (1/06 to 11/10).   8
                 
Thomas G. Yellin
c/o Excelsior Private Markets
Fund III (Master), LLC
225 High Ridge Road
Stamford, CT 06905
(Born 1954)
  Manager   Term Indefinite;
Length- since
August 2009
  President of The Documentary Group (since 6/06); Former President of PJ Productions (from 8/02 to 6/06); Former Executive Producer of ABC New s (from 8/89 to 12/02). Mr. Yellin serves as a manager of Excelsior Multi-Strategy Hedge Fund of Funds, LLC, Excelsior Private Markets Fund II (TI), LLC, Excelsior Private Markets Fund II (TE), LLC, Excelsior Private Markets Fund II (Master), LLC, Excelsior Private Markets Fund III (TI), LLC and Excelsior Private Markets Fund III (TE), LLC. He is also a director of Grosvenor Registered Multi-Strategy Master Fund, LLC, Grosvenor Registered Multi-Strategy Fund (TI 1), LLC, Grosvenor Registered Multi-Strategy Fund (TI 2), LLC, and Grosvenor Registered Multi-Strategy Fund (W), LLC.   7

 

23
 

  

Excelsior Private Markets Fund III (Master), LLC

Officers of the Fund (Unaudited)

March 31, 2014

 

Information pertaining to the Officers of the Company is set forth below.

 

                Num ber of
    Position(s)   Term of Office       Portfolios in Fund
    Held with the   and Length of       Complex Overseen
Name, Address and Age   Company   Time Served   Principal Occupation During Past Five Years   by Manager
                 
Officers who are not Managers
                 
James D. Bow den
Merrill Lynch Alternative
Investments, LLC
100 Federal Street
Boston, MA 02110
(Born 1953)
  Chief Executive Officer and President   Term — Indefinite;
Length — since
inception
  Managing Director, Bank of America; Manager and Vice President, Merrill Lynch Alternative Investments, LLC (12/13 to present); Executive Vice President, Bank of America Capital Advisors, LLC (1998 to 12/13).   N/A
                 
Steven L. Suss
Merrill Lynch Alternative
Investments, LLC
225 High Ridge Road
Stamford, CT 06905
(Born 1960)
  Chief Financial Officer and Treasurer   Term — Indefinite;
Length — since
inception
  Managing Director, Bank of America (7/07 to present); Manager and Vice President, Merrill Lynch Alternative Investments, LLC (05/12 to present); Senior Vice President of Bank of America Capital Advisors LLC (7/07 to 12/13); Director, Chief Financial Officer and Treasurer (10/07 to 3/10) and Senior Vice President (6/07 to 3/10) of U.S. Trust Hedge Fund Management, Inc.   N/A
                 
Mathew J. Ahern
Merrill Lynch Alternative
Investments, LLC
100 Federal Street
Boston, MA 02110
(Born 1967)
  Senior Vice President   Term — Indefinite;
Length — since
inception
  Senior Vice President and Director, Bank of America; Vice President, Merrill Lynch Alternative Investments, LLC (12/13 to present); Senior Vice President, Bank of America Capital Advisors, LLC (12/02 to 12/13).   N/A
                 
Marina Belaya
758 State Route 15 South,
Lake Hopatcong, NJ 07849
(Born 1967)
  Secretary   Term — Indefinite;
Length — since
inception
  Assistant General Counsel, Bank of America (7/07 to present).   N/A
                 
Fred Wofford
100 Federal Street
Boston, MA 02110
(Born 1955)
  Chief Compliance Officer   Term — Indefinite;
Length — since
April 2011
  Compliance Risk Executive, GWIM Alternative Investments, Bank of America (6/08 to present).   N/A

 

All Officers of the Company are employees and/or officers of the Investment Adviser. Officers of the Company are elected by the Managers and hold office until they resign, are removed or are otherwise disqualified to serve.

 

Alternative investments are sold to qualified investors only by a Confidential Offering Memorandum. An investment in an alternative investment fund is speculative and should not constitute a complete investment program. The information presented in the annual letter is current as of the date noted, is for information purposes only and does not constitute an offer to sell or a solicitation of an offer to buy interests in any fund. This is not, and under no circumstances is to be construed as, an offer to sell or a solicitation to buy any of the securities or investments referenced, nor does this information constitute investment advice or recommendations with respect to any of the securities or investments used. Past performance is no guarantee of future results. Additional information is available upon request.

 

24
 

 

Item 2. Code of Ethics.

 

The Registrant has adopted a code of ethics that applies to the Registrant's principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions. For the fiscal year ended March 31, 2014, there were no amendments to a provision of the code of ethics that relates to any element of code of ethics definition, nor were there any waivers granted from a provision of the code of ethics. A copy of the Registrant's code of ethics is filed with this form N-CSR under Item 12(a)(1).

 

Item 3. Audit Committee Financial Expert.

 

The Board of Managers of the Registrant has determined that Stephen V. Murphy possesses the technical attributes identified in Instruction 2(b) of Item 3 to Form N-CSR to qualify as an "audit committee financial expert", and has designated Mr. Murphy as the Audit Committee's financial expert. Mr. Murphy is an "independent" Manager pursuant to paragraph (a)(2) of Item 3 on Form N-CSR.

 

Item 4. Principal Accountant Fees and Services.

 

(a) Audit Fees

 

The aggregate fees, billed for professional services rendered by the Registrant's principal accountant for the audit of the Registrant's annual financial statements and security counts required under Rule 17f-2 of the Investment Company Act of 1940 (the "1940 Act") for the fiscal year ended March 31, 2014 was $24,270.

 

(b) Audit-Related Fees

 

There were no audit-related services provided by the principal accountant to the Registrant for the last fiscal year.

 

(c) Tax Fees

 

The principal accountant for the audit of the Registrant's annual financial statements billed no fees for tax compliance, tax advice or tax planning services to the Registrant during the last fiscal year.

 

(d) All Other Fees

 

The principal accountant billed no other fees to the Registrant during the last fiscal year.

 

(e) (1) During its regularly scheduled periodic meetings, the Registrant's audit committee will pre-approve all audit, audit-related, tax and other services to be provided by the principal accountants of the Registrant. The audit committee has delegated pre-approval authority to its Chairman for any subsequent new engagements that arise between regularly scheduled meeting dates provided that any such pre-approved fees are presented to the audit committee at its next regularly scheduled meeting.

 

 
 

 

(e) (2) Not applicable

 

(f) Not applicable.

 

(g) The amount of non-audit fees that were billed by the Registrant's accountant for services rendered to: (i) the Registrant, and (ii) the Registrant's investment adviser and any control person of the adviser that provides ongoing services to the registrant for the fiscal year ended March 31, 2014, were $0 and $0, respectively.

 

(h) The Registrant's audit committee of the board of directors has considered whether the provision of non-audit services that may be rendered to the Registrant's investment adviser, and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the Registrant that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X is compatible with maintaining the principal account's independence. No such services were rendered.

 

Item 5. Audit Committee of Listed Registrants.

 

Not applicable.

 

Item 6. Schedule of Investments.

 

(a) The Schedule of Investments is included as part of the report to members filed under Item 1 of this form.

 

(b) Not applicable.

 

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

 

A copy of the Proxy Voting Policies and Procedures is included as Exhibit 2 to this form.

 

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

  

(a)(1) Identification of Portfolio Manager(s) or Management Team Members and Description of Role of Portfolio Manager(s) or Management Team Member - As of March 31, 2014:

 

Matthew J. Ahern and James D. Bowden (collectively, the “Portfolio Management Team”) are responsible for the day-to-day management of the Registrant’s portfolio, subject to such policies as may be adopted by the Board. All members of the Portfolio Management Team must agree on the investment decision in order for a Portfolio Fund to be added to the Registrant’s portfolio.

 

Messrs. Ahern and Bowden, whose biographies are listed below, are supported by a team of associates and analysts.

 

Matthew J. Ahern, Director and Senior Vice President of the Investment Adviser. Mr. Ahern joined the Investment Adviser in 2004 via Fleet Bank’s Private Equity Portfolio (“PEP”) Funds group, which he joined in 2002. His responsibilities include evaluating potential private equity fund investments, documenting and closing new investments, and actively managing numerous Investment Adviser relationships for the benefit of third party investors. Mr. Ahern also has a leading role in assessing the performance, and providing key analysis regarding the Investment Adviser’s current and prospective underlying funds and direct investments. Prior to joining Fleet Bank, Mr. Ahern was a Director of Capitalyst Ventures, a seed stage venture capital fund with offices in Boston and Washington D.C., where he led the firm’s investment strategy efforts and was a member of the investment committee. Prior to launching that firm, he spent a year as a Financial Analyst in an M.B.A. private equity training program at HarbourVest Partners, an international private equity fund of funds group. Mr. Ahern holds a B.A. from Boston University and an M.B.A. in Entrepreneurship and Finance from Babson College, summa cum laude.

 

 
 

 

James D. Bowden, Managing Director and Senior Vice President of the Investment Adviser. Mr. Bowden has been involved with the private equity industry for the last thirteen years. He joined the Investment Adviser in 1998 to form the group and to manage Bank of America’s private equity fund of funds business. In that capacity he has acted as the primary investment strategist for various private placement offerings and client advisory activities associated with the private equity asset class. He has led private placement capital raising activities, directed investment origination and has ongoing management and administration responsibilities for the business. He is a frequent speaker before private equity industry groups and asset management organizations concerning issues associated with investing in private equity, and is a member of the Advisory Board of Private Equity Center of the American Graduate School of International Management. Mr. Bowden’s career covers a variety of private equity, commercial banking and management consulting positions. From 1993 to 1998, he served as the manager of the Chicago office of Corporate Credit Examination Services for Continental Bank, where he had responsibility for the independent oversight of the Private Equity Investing and Midwest Commercial Banking Division. He continued in that capacity after Continental Bank merged with Bank of America, until he joined the Investment Adviser. From 1988 to 1993, Mr. Bowden was a Managing Consultant in the Financial Advisory Services practice of Coopers & Lybrand, specializing in corporate turnarounds. His career focused on commercial lending and problem loan workouts prior to joining Coopers & Lybrand, with work at Continental Bank from 1985 to 1988, Citicorp from 1980 to 1985 and American National Bank of Chicago from 1977 to 1980. He received his MBA and BBA degrees from the University of Michigan in 1977 and 1975, respectively. Mr. Bowden is a Certified Public Accountant.

 

(a)(2) Other Accounts Managed by Portfolio Manager(s) or Management Team Member - As of March 31, 2014:

 

The following tables set forth information about funds and accounts other than the Registrant for which a member of the Portfolio Management Team is primarily responsible for the day-to-day portfolio management as of March 31, 2014, unless indicated otherwise.

 

Matthew J. Ahern

 

Registered Investment

Companies Managed

  Pooled Vehicles Managed  

Other Accounts

Managed

Number   Total Assets   Number   Total Assets   Number   Total Assets
4   $460,232,111   21   1,846,179,688   0   N/A

 

Registered Investment

Companies Managed

  Pooled Vehicles Managed  

Other Accounts

Managed

Number with

Performance-

Based Fees

 

Total Assets with

Performance-

Based Fees

 

Number with

Performance-

Based Fees

 

Total Assets with

Performance-

Based Fees

 

Number with

Performance-

Based Fees

 

Total Assets with

Performance-

Based Fees

3   $312,627,111   14   $1,369,797,188   0   N/A

 

 
 

 

James D. Bowden

 

Registered Investment

Companies Managed

  Pooled Vehicles Managed  

Other Accounts

Managed

Number   Total Assets   Number   Total Assets   Number   Total Assets
2   $248,612,111   20   $1,809,744,688   0   N/A

 

Registered Investment

Companies Managed

  Pooled Vehicles Managed  

Other Accounts

Managed

Number with

Performance-

Based Fees

 

Total Assets with

Performance-

Based Fees

 

Number with

Performance-

Based Fees

 

Total Assets with

Performance-

Based Fees

 

Number with

Performance-

Based Fees

 

Total Assets with

Performance-

Based Fees

2   $248,612,111   13   $1,333,362,188   0   N/A

 

Potential Conflicts of Interests

 

Real, potential or apparent conflicts of interest may arise should members of the Portfolio Management Team have day-to-day portfolio management responsibilities with respect to more than one fund. Portfolio Management Team members may manage other accounts with investment strategies similar to the Registrant, including other investment companies, pooled investment vehicles and separately managed accounts. Fees earned by the Investment Adviser may vary among these accounts and Portfolio Management Team members may personally invest in these accounts. These factors could create conflicts of interest because the Portfolio Management Team members may have incentives to favor certain accounts over others, that could result in other accounts outperforming the Registrant. A conflict may also exist if a Portfolio Management Team member identifies a limited investment opportunity that may be appropriate for more than one account, but the Registrant is not able to take full advantage of that opportunity due to the need to allocate that opportunity among multiple accounts. In addition, a Portfolio Management Team member may execute transactions for another account that may adversely impact the value of securities held by the Registrant. However, the Investment Adviser believes that these risks are mitigated by the fact that accounts with like investment strategies managed by the Portfolio Management Team members are generally managed in a similar fashion and the Investment Adviser has a policy that seeks to allocate opportunities on a fair and equitable basis.

 

(a)(3) Compensation Structure of Portfolio Manager(s) or Management Team Members - As of March 31, 2014:

 

Each member of the Portfolio Management Team is a senior executive from business units within Global Wealth Investment Management. As such, the compensation packages for the members on the Portfolio Management Team are composed of the same components used with all Bank of America senior executives: base salary, annual incentive performance bonus and equity awards. There is no direct link between any member's specific compensation and the Registrant's investment performance.

 

In determining the base salaries, Bank of America intends to be competitive in the marketplace and ensure salaries are commensurate with each member's experience and ultimate responsibilities within each member's respective business unit. Bank of America regularly evaluates base salary levels with external industry studies and analysis of industry trends.

 

Each Portfolio Management Team member's annual bonus and equity awards are discretionary awards distributed after measuring each member's contributions against quantitative and qualitative goals relative to their individual business responsibilities. Quantitative goals are relative to the individual's business unit, and are not directly related to the performance of the Registrant or any other portfolio relative to any benchmark, or to the size of the Registrant. An example of a quantitative measure is associate turnover ratio. Qualitative measures may include staff management and development, process management (ex: adherence to internal and external policies), business management and strategic business input to the business platform.

 

 
 

 

There are no pre-set allocations regarding the split between salary and bonus.

 

(a)(4) As of March 31, 2014, no Portfolio Management Team member owned any Interests in the registrant.

 

(b) Not applicable.

 

Item 9. Purchase of Equity Securities By Close-End Management Investment Company and Affiliated Purchasers.

 

Not applicable.

 

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

 

There have been no material changes to the procedures by which members may recommend nominees to the registrant’s board of managers that would require disclosure.

 

Item 11. Controls and Procedures.

 

(a) The Registrant's Principal Executive Officer and Principal Financial Officer have concluded that the Registrant's disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended (the "1940 Act")) were effective as of a date within 90 days prior to the filing date of this report, based on their evaluation of the effectiveness of the Registrant's disclosure controls and procedures, as required by Rule 30a-3(b) of the 1940 Act.

 

(b) There were no changes in the Registrant's internal control over financial reporting that occurred during the Registrant's fourth 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 (see Exhibit 1)

 

(a)(2)Separate certifications for the Registrant's Principal Executive Officer and Principal Financial Officer, as required by Rule 30a-2(a) under the 1940 Act are filed herewith.

 

(a)(3)Not applicable

 

(b)Not applicable

 

 
 

 

Signatures

 

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

(Registrant) Excelsior Private Markets Fund III (Master), LLC

 

By (Signature and Title) /s/ James D. Bowden

James D. Bowden, Principal Executive Officer

 

Date June 9, 2014

 

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 (Signature and Title) /s/ James D. Bowden

James D. Bowden, Principal Executive Officer

 

Date June 9, 2014

 

By (Signature and Title) /s/ Steven L. Suss

Steven L. Suss, Principal Financial Officer

 

Date June 9, 2014

 

 

EX-99.CODE ETH 2 v380447_ex99-codeeth.htm CODE OF ETHICS

 

AI Fund Policy: Code of Ethics for Principal Executive and Senior Financial Officers

 

 

ALTERNATIVE INVESTMENT - REGISTERED FUNDS

 

g.3. AI FUnD POLICY: CODE OF ETHICS FOR PRINCIPAL EXECUTIVE AND SENIOR FINANCIAL OFFICERS

 

Board Approval Received

(as applicable)

Excelsior Buyout Investors, LLC and UST Global Private Markets Fund, LLC – December 2008

 

Excelsior Venture Partners III, LLC and

Excelsior Multi-Strategy Hedge Fund of Funds, LLC – December 2008

 

Excelsior Private Markets Fund II Master Fund; TI and TE LLC – October 2010

 

Excelsior Private Markets Fund III Master Fund; TI and TE LLC – April 2013

 

Last Review Date: June 2013

Applicable Regulatory Authority

 

Section 406 of the Sarbanes-Oxley Act of 2002; Item 2 of Form N-CSR

 

 

 

Overview and Statement

 

Item 2 of Form N-CSR (or Form 10K, as applicable), the form used by registered management investment companies to file certified annual and semi-annual shareholder reports, requires a registered management investment company to disclose (1) whether it has adopted a code of ethics that applies to the investment company’s principal executive officer and senior financial officers and, if it has not adopted such a code of ethics, why it has not done so, and (2) any amendments to, or waivers from, the code of ethics relating to such officers.

 

The Board of each Fund has adopted the following Code of Ethics, which sets forth the ethical standards to which the Fund holds its principal executive officer and each of its senior financial officers.

 

 

This document is current as of the last review date but subject to change thereafter. Please consult the Fund Chief Compliance Officer to verify that this policy has not been updated or otherwise changed. 

 

Bank of America: Confidential Page 1 of 10

 

 
 

 

AI Fund Policy: Code of Ethics for Principal Executive and Senior Financial Officers

 

 

Policy

 

The Board of each Fund has adopted the following policy in order to comply with the requirements as outlined below:

 

I.Covered Officers/Purpose of the Code

 

This Code of Ethics (the “Code”) applies to the Fund’s Principal Executive Officer, Principal Financial Officer, and Principal Accounting Officer or Controller (the “Covered Officers”) for the purpose of promoting:

 

·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 that the Fund files with, or submits to, the SEC, and in other public communications made by the Fund;

 

·compliance with applicable laws and governmental rules and regulations;

 

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

 

·accountability for adherence to the Code.

 

Each Covered Officer should adhere to a high standard of business ethics and should be sensitive to situations that may give rise to actual or apparent conflicts of interest.

 

II.Administration of the Code

 

The Board has designated an individual to be primarily responsible for the administration of the Code (the “Code Officer”). In the absence of the Code Officer, his or her designee shall serve as the Code Officer, but only on a temporary basis.

 

The Board has designated a person who meets the definition of a chief legal officer (the “CLO”). The CLO of the Fund shall assist the Fund’s Code Officer in administration of this Code. The Code Officer, in consultation with the CLO, shall be responsible for applying this Code to specific situations (in consultation with Fund counsel, where appropriate) and has the authority to interpret this Code in any particular situation.

 

III.Managing Conflicts of Interest

 

A “conflict of interest” occurs when a Covered Officer’s personal interest interferes with the interests of, or his or her service to, the Fund. 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 the Covered Officer’s position with the Fund. Certain provisions in the 1940 Act and the rules and regulations thereunder and the Advisers Act and the rules and regulations thereunder govern certain conflicts of interest that arise out of the relationships between Covered Officers and the Fund. If such conflicts are addressed in conformity with applicable provisions of the 1940 Act and the Advisers Act, they will be deemed to have been handled ethically. The Fund’s and its Adviser’s compliance programs and procedures are designed to prevent, or identify and correct, violations of those provisions. This Code does not, and is not intended to, repeat or replace those programs and procedures, and conduct that is consistent with such programs and procedures falls outside of the parameters of this Code.

 

 

This document is current as of the last review date but subject to change thereafter. Please consult the Fund Chief Compliance Officer to verify that this policy has not been updated or otherwise changed. 

 

Bank of America: Confidential Page 2 of 10

 

 
 

 

AI Fund Policy: Code of Ethics for Principal Executive and Senior Financial Officers

 

 

Although they do not typically present an opportunity for improper personal benefit, conflicts may arise from, or as a result of, the contractual relationships between the Fund and, as applicable, its Adviser, administrator, principal underwriter, pricing and bookkeeping agent and/or transfer agent (each, a “Primary Service Provider”) of which the Covered Officers are also officers or employees. As a result, this Code recognizes that the Covered Officers will, in the normal course of their duties (whether formally for the Fund or for a Primary Service Provider, or for both), be involved in establishing policies and implementing decisions that will have different effects on the Primary Service Providers and the Fund. The participation of the Covered Officers in such activities is inherent in the contractual relationships between the Fund and the Primary Service Providers and is consistent with the performance by the Covered Officers of their duties as officers of the Fund. If such conflicts are addressed in conformity with applicable provisions of the 1940 Act and the Advisers Act, they will be deemed to have been handled ethically. In addition, it is recognized by the Board of the Fund that the Covered Officers also may be officers or employees of one or more other investment companies or organizations affiliated with the sponsor of the Fund covered by other similar codes and that the codes of ethics of those other investment companies or organizations will apply to the Covered Officers acting in such capacities for such other investment companies.

 

This Code covers general conflicts of interest and other issues applicable to the Fund under the Sarbanes-Oxley Act of 2002. The overarching principle is that the personal interest of a Covered Officer should not be placed improperly before the interests of the Fund. Certain examples of such conflicts of interest follow.

 

Each Covered Officer must:

 

not knowingly use his or her personal influence or personal relationships improperly to influence investment decisions or financial reporting by the Fund whereby the Covered Officer, or a member of his or her family, would benefit personally to the detriment of the Fund;

 

not knowingly cause the Fund to take action, or fail to take action, for the individual personal benefit of the Covered Officer, or a member of his or her family, rather than the benefit of the Fund;

 

 

This document is current as of the last review date but subject to change thereafter. Please consult the Fund Chief Compliance Officer to verify that this policy has not been updated or otherwise changed. 

 

Bank of America: Confidential Page 3 of 10

 

 
 

 

AI Fund Policy: Code of Ethics for Principal Executive and Senior Financial Officers

 

 

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

 

report at least annually (or more frequently, as appropriate) known affiliations or other relationships that may give rise to conflicts of interest with respect to the Fund.

 

If a Covered Officer believes that he or she has a potential conflict of interest that is likely to materially compromise his or her objectivity or his or her ability to perform the duties of his or her role as a Covered Officer, including a potential conflict of interest that arises out of his or her responsibilities as an officer or employee of one or more Primary Service Providers or other funds, he or she should consult with the Code Officer, the CLO, the Fund’s outside counsel, or counsel to the Independent Board Members, as appropriate.

 

Examples of potential conflicts of interest that may materially compromise objectivity or ability to perform the duties of a Covered Officer and which the Covered Officer should consider discussing with the Code Officer or other appropriate person include:

 

·service as a director on the board of a public or private company or service as a public official;

 

·the receipt of a non-de minimus gift when the gift is in relation to doing business directly or indirectly with the Fund;

 

·the receipt of entertainment from any company with which the Fund has current or prospective business dealings, unless such entertainment is business-related, reasonable in cost, appropriate as to time and place, and not so frequent as to rAIe any question of impropriety;

 

·an ownership interest in, or any consulting or employment relationship with, any of the Fund’s service providers, other than the Primary Service Providers or any affiliated person thereof; and

 

·a direct or indirect material financial interest in commissions, transaction charges or spreads paid by the Fund for effecting portfolio transactions or for selling or redeeming shares other than an interest arising from the Covered Officer’s employment, such as compensation or equity ownership.

 

IV.Disclosure and Compliance

 

It is the responsibility of each Covered Officer:

 

·to familiarize himself or herself with the disclosure requirements generally applicable to the Fund, as well as the business and financial operations of the Fund;

 

 

This document is current as of the last review date but subject to change thereafter. Please consult the Fund Chief Compliance Officer to verify that this policy has not been updated or otherwise changed. 

 

Bank of America: Confidential Page 4 of 10

 

 
 

 

AI Fund Policy: Code of Ethics for Principal Executive and Senior Financial Officers

 

 

·to not knowingly misrepresent, and to not knowingly cause others to misrepresent, facts about the Fund to others, whether within or outside the Fund, including to the Fund’s Board, legal counsel, legal counsel to the Independent Board Members and auditors, and to 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 Fund and the Primary Service Providers with the goal of promoting full, fair, accurate, timely and understandable disclosure in the reports and documents the Fund files with, or submits to, the SEC and in other public communications made by the Fund; and

 

·to adhere to and, within his or her area of responsibility, promote compliance with the standards and restrictions imposed by applicable laws, rules and regulations.

 

V.Reporting and Accountability by Covered Officers

 

Each Covered Officer must:

 

·upon adoption of the Code or becoming a Covered Officer, acknowledge in writing to the Fund’s Board that he or she has received, read and understands the Code, using the form attached as Appendix I hereto;

 

·not retaliate against any employee or Covered Officer for reports of potential violations that are made in good faith; and

 

·notify the Code Officer promptly if he or she knows of any violation, or of conduct that reasonably could be expected to be or result in a violation, of this Code. Failure to do so is a violation of this Code.

 

The Fund will follow the policy set forth below in investigating and enforcing this Code:

 

·The Code Officer will endeavor to take all appropriate action to investigate any potential violation reported to him or her;

 

·If, after such investigation, the Code Officer believes that no violation has occurred, the Code Officer will so notify the person(s) reporting the potential violation, and no further action is required;

 

·Any matter that the Code Officer, upon consultation with the CLO, believes is a violation will be reported by the Code Officer or the CLO to the Fund’s Audit Committee;

 

·The Fund’s Audit Committee will be responsible for granting waivers, as appropriate; and

 

 

This document is current as of the last review date but subject to change thereafter. Please consult the Fund Chief Compliance Officer to verify that this policy has not been updated or otherwise changed. 

 

Bank of America: Confidential Page 5 of 10

 

 
 

 

AI Fund Policy: Code of Ethics for Principal Executive and Senior Financial Officers

 

 

·This Code and any changes to or waivers of the Code will, to the extent required, be disclosed as provided by SEC rules.

 

The Code Officer shall report to the Fund’s Audit Committee quarterly any violations of, or material issues arising under, this Code.

 

VI.Other Policies

 

This Code shall be the sole code of ethics adopted by the Fund for the purposes of Section 406 of the Sarbanes-Oxley Act of 2002 and the rules and forms applicable to registered management investment companies thereunder. Insofar as other polices or procedures of the Fund or the Fund’s Primary 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 conflict with the provisions of this Code. The Fund’s and its Adviser’s and principal underwriter’s codes of ethics under Rule 17j-1 under the 1940 Act and the more detailed policies and procedures of the Primary Service Providers as set forth in their respect Compliance Manuals are separate requirements applicable to the Covered Officers and are not part of this Code.

 

VII.Disclosure of Amendments to the Code

 

Any amendments will, to the extent required, be disclosed in accordance with law.

 

VIII.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 or upon advice of counsel, such reports and records shall not be disclosed to anyone other than the Fund’s Board, the Covered Officers, the Code Officer, the CLO, the Fund’s Primary Service Providers and their affiliates, and outside audit firms, legal counsel to the Fund and legal counsel to the Independent Board Members.

 

X.Internal Use

 

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

 

Reporting Requirements

 

Board Reporting:

 

1.Each Covered Officer must annually acknowledge in writing to the Fund’s Board that he or she has received and read the Code and believes that he or she has complied with the requirements of the Code, using the form attached as Appendix II hereto;

 

 

This document is current as of the last review date but subject to change thereafter. Please consult the Fund Chief Compliance Officer to verify that this policy has not been updated or otherwise changed. 

 

Bank of America: Confidential Page 6 of 10

 

 
 

 

AI Fund Policy: Code of Ethics for Principal Executive and Senior Financial Officers

 

 

2.If the Audit Committee concurs that a violation has occurred, it will inform and make a recommendation to the Fund’s Board, which will consider appropriate action, which may include review of, and appropriate modifications to, applicable policies and procedures; notification to the appropriate personnel of the Fund’s Primary Service Providers or their boards; a recommendation to censure, suspend or dismiss the Covered Officer; or referral of the matter to the appropriate authorities for civil action or criminal prosecution;

 

Annual Review:

 

3.The Fund CCO and/or his or her designee, in coordination with Global Compliance, will review this policy on at least an annual basis, and more frequently as needed based on business/regulatory requirements. All material amendments to this Code must be in writing and approved or ratified by the Fund’s Board, including a majority of the Independent Board Members.

 

Escalation

 

Any issues that arise under this policy should be communicated to an associate’s immediate supervisor, and appropriately escalated to Global Compliance. Additionally, Global Compliance will escalate any compliance issues relating to this Policy to the Funds’ Chief Compliance Officer and, if warranted, the appropriate Fund Board.

 

Supervision/Oversight

 

Global Compliance and Corporate Internal Audit may perform periodic reviews and assessments of various lines of business, and compliance with relevant policies. Alternative Investment managers and supervisory personnel are responsible for ensuring that their employees understand and follow the rules in this policy and any applicable procedures adopted by the business group to implement the policy.

 

Recordkeeping

 

All records must be maintained for at least six years, the first three in the appropriate AI or Bank of America management office. The following records will be maintained to evidence compliance with this policy: (1) a copy of the information or materials supplied to the Audit Committee or the Board: (i) that provided the basis for any amendment or waiver to this Code; and (ii) relating to any violation of the Code and sanctions imposed for such violation, together with a written record of the approval or action taken by the Audit Committee and/or Board; (2) a copy of the policy and any amendments; (3) a list of Covered Officers and reporting by Covered Officers.

 

 

This document is current as of the last review date but subject to change thereafter. Please consult the Fund Chief Compliance Officer to verify that this policy has not been updated or otherwise changed. 

 

Bank of America: Confidential Page 7 of 10

 

 
 

 

AI Fund Policy: Code of Ethics for Principal Executive and Senior Financial Officers

 

 

Coordination with Overview and Implementation Statement

 

This policy should be read and interpreted in conjunction with the Alternative Investment Overview and Implementation of the Compliance Program Policy.

 

 

This policy is the property of the Funds and must not be provided to any external party without express prior consent from the Fund CCO.

 

 

This document is current as of the last review date but subject to change thereafter. Please consult the Fund Chief Compliance Officer to verify that this policy has not been updated or otherwise changed. 

 

Bank of America: Confidential Page 8 of 10

 

 
 

 

 

Appendix I

 

INITIAL ACKNOWLEDGEMENT

 

I acknowledge that I have received and read a copy of the Code of Ethics for Principal Executive and Senior Financial Officers (the “Code”) and that I understand it. I further acknowledge that I am responsible for understanding and complying with the policies set forth in the Code during my tenure as a Covered Officer, as defined in the Code.

 

I have set forth below (and on attached sheets of paper, if necessary) all known affiliations or other relationships that may give rise to conflicts of interest for me with respect to the Fund.

 

______________________________________________________________

 

______________________________________________________________

 

______________________________________________________________

 

______________________________________________________________

 

______________________________________________________________

 

______________________________________________________________

 

______________________________________________________________

 

______________________________________________________________

 

 

 

I also acknowledge my responsibility to report any known violation of the Code to the Code Officer, the CLO, the Fund’s outside counsel, or counsel to the Independent Board Members, all as defined in this Code. I further acknowledge that the policies contained in the Code are not intended to create any contractual rights or obligations, express or implied. I also understand that, consistent with applicable law, the Fund has the right to amend, interpret, modify or withdraw any of the provisions of the Code at any time in its sole discretion, with or without notice.

 

Covered Officer Name and Title:                                                                                         

(please print)

 

   
Signature Date

 

Please return this completed form to the CLO within one week from the date of your review of these documents. Thank you!

 

 
 

 

Appendix II

 

ANNUAL ACKNOWLEDGEMENT

 

I acknowledge that I have received and read a copy of the Code of Ethics for Principal Executive and Senior Financial Officers (the “Code”) and that I understand it. I further acknowledge that I am responsible for understanding and complying with the policies set forth in the Code during my tenure as a Covered Officer, as defined in the Code.

 

I also acknowledge that I believe that I have fully complied with the terms and provisions of the Code during the period of time since the most recent Initial or Annual Acknowledgement provided by me except as described below.

 

______________________________________________________________

 

______________________________________________________________

 

______________________________________________________________

 

______________________________________________________________

 

I have set forth below (and on attached sheets of paper, if necessary) all known affiliations or other relationships that may give rise to conflicts of interest for me with respect to the Fund.1

 

______________________________________________________________

 

______________________________________________________________

 

______________________________________________________________

 

______________________________________________________________

 

I further acknowledge that the policies contained in the Code are not intended to create any contractual rights or obligations, express or implied. I also understand that, consistent with applicable law, the Fund has the right to amend, interpret, modify or withdraw any of the provisions of the Code at any time in its sole discretion, with or without notice.

 

Covered Officer Name and Title: ________________________________________________

(please print)

 

   
Signature Date

 

Please return this completed form to the CLO within one week from the date of your receipt of a request to complete and return it. Thank you!

 

 

 

1 It is acceptable to refer to affiliations and other relationships previously disclosed in prior Initial or Annual Acknowledgements without setting forth such affiliations and relationships again.

 

 
 

 

EX-99.PROXY POL 3 v380447_ex99-votingpoi.htm PROXY VOTING POLICY

 

1.6 Proxy Voting Policy                                                                                   

 

Core Attributes Do not alter this row, needed for WORD importing process.
Creation Date 01 Jan 2011
Last Review Date 20 Feb 2014
Applicable Laws, Rules, Regulations and Other Identified Risks Proxy Voting, 17 CFR 275.206(4)-6; Report Of Proxy Voting Record, 17 CFR 270.30b1-4; Investment Advisers Act of 1940 Rule 206(4)-6;  Investment Company Act of 1940 Rule 30b1-4

 

 

I. Policy Statement

 

An SEC-registered investment adviser that exercises voting authority over clients' proxies must adopt written policies and procedures that are reasonably designed to ensure that proxies are voted in the best economic interests of clients. An investment adviser's policies and procedures must address how the investment adviser resolves material conflicts of interest between its interests and those of its clients. In addition, an investment adviser must comply with certain record keeping and disclosure requirements with respect to its proxy voting responsibilities. Further, an investment adviser to ERISA accounts has an affirmative obligation to vote proxies for such accounts unless the client expressly retains proxy voting authority.

 

II. Background/Rationale

 

Under the Investment Advisers Act of 1940, as amended, an investment adviser with authority to vote proxies on behalf of its clients has a fiduciary duty to vote such proxies in a manner that is in the best economic interest of its clients.

 

III. Policy Scope / Applicability

 

This policy applies to the Employees and Managers specified below in the following business units:

 

·Global Wealth & Retirement Solutions Alternative Investment Group

 

IV. Policy Requirements

 

·General Requirements
·Conflicts of Interest
·Notice to Clients
·Responses to Client Requests
·Recordkeeping Requirements

 

General Requirements 

 

In cases where the Adviser has been delegated voting authority over its Clients' securities, such voting will be in the best economic interests of the Clients or in accordance with applicable law.  

 

The Adviser generally invests on behalf of its Clients in limited partnership interests, limited liability company interests, shares or other equity interests issued by private funds ("Underlying Funds"). The voting rights of investors in Underlying Funds generally are rights of contract set forth in the limited liability company agreement, the limited partnership agreement and other governing documents of the Underlying Funds.

 

 

©2014 Bank of America Corporation Proprietary Page 1 of 5

 

 
 

 

1.6 Proxy Voting Policy                                                                                   

 

The Adviser may also invest on behalf of its Clients in high quality, short-term instruments for cash management purposes and may be authorized to acquire securities of private companies. Securities held by a Client that are not Underlying Fund interests are referred to as "Direct Investments".

 

On rare occasions, a Client may hold securities distributed to it by an Underlying Fund as an "in kind" distribution. In such circumstances, the Adviser will generally liquidate these Direct Investments on the day received, but may continue to hold a security longer when deemed in the best interest of the Client. The Adviser may vote a proxy in the event that a proxy vote is solicited for shareholders of record during the limited time that the Client held the security prior to the security's liquidation.

 

For Clients that invest in hedge funds, except Legacy BACA Funds which are Registered Funds, it is the Adviser's policy to either retain or waive its Clients' voting rights, depending on whether such retention or waiver is: (i) in the best interests of Clients or (ii) in accordance with applicable law. The best interest of Clients will be determined by HF Origination or the IMG AI team, as appropriate.

 

For Legacy BACA Funds which are Registered Funds that invest in hedge funds, it is generally the Adviser's policy to waive the Clients' voting rights related to their investments in Underlying Funds by sending a written notification of waiver to each Underlying Fund at the time of investment, or at a reasonable time thereafter. For Legacy BACA Funds which are Private Funds that invest in hedge funds, it is the Adviser's policy for the IMG AI team to periodically monitor the percentage ownership of Underlying Funds held by the Legacy BACA Funds.

 

For Clients that invest in private equity funds, except with respect to Adverse Measures (as defined below), in determining how the Adviser should vote a security, PE Origination or the IMG AI private equity and real estate due diligence team ("IMG AI PE/RE team"), as appropriate, shall:

 

·Recommend to the AI PMIC that a measure should not be adopted if PE Origination or the IMG AI PE/RE team, as appropriate, determines in its discretion that such measure, if adopted:
·Would result in the affected Client holding a security in violation of such Client's investment objective(s), policies or restrictions; or
·Has a reasonable probability of materially diminishing the economic value and/or utility of the security in the hands of such Client over the anticipated holding period of such security; and
·Recommend to the AI PMIC that a measure should be adopted if PE Origination or the IMG AI PE/RE team, as appropriate, determines in its discretion that such measure, if adopted:
·Would not result in the affected Client holding a security in violation of such Client's investment objective(s), policies or restrictions; and
·Has a reasonable probability of enhancing the economic value and/or utility of the security in the hands of such Client over the anticipated holding period of such security.

 

As described herein, most votes cast by the Adviser on behalf of Clients will relate to the voting of limited partnership interests, limited liability company interests, shares or similar equity interests in Underlying Funds in which Clients invest. Such votes are typically by written consent and no investor meeting is generally called. Although determining whether to give consent may not be considered "proxy voting", such action is governed by this Proxy Voting Policy. It is also anticipated that an Underlying Fund may request that a Client either (i) vote in favor of measures that reduce the rights, powers and authority, and/or increase the duties and obligations, associated with the security in question ("Adverse Measures") or (ii) redeem its interests in the Underlying Fund.

 

 

©2014 Bank of America Corporation Proprietary Page 2 of 5

 

 
 

 

1.6 Proxy Voting Policy                                                                                   

 

It is expected that AI Origination or the IMG AI team, as appropriate, will ordinarily recommend voting a security in favor of an Adverse Measure only if:

 

·AI Origination or the IMG AI team, as appropriate, believes that voting for the Adverse Measure is the only way to continue to hold such security, and that there is a reasonable probability that the benefits that would be conferred on the affected Client by continuing to hold such security would outweigh the adverse effect(s) of such Adverse Measure (e.g., increased fees, reduced liquidity); and
·Adoption of such Adverse Measure would not result in the Client holding the related security in violation of its investment objective(s), policies or restrictions

 

Conflicts of Interest 

 

AI Origination and the IMG AI team have an obligation to be alert to potential conflicts of interest on the part of the Adviser, be mindful of other potential conflicts of interest as they pertain to affiliates of the Adviser, or in his or her own personal capacity, with respect to a decision as to how a proxy should be voted. Such associates also have an obligation to bring any such potential conflict of interest to the attention of AI Legal who, together with AI Origination or the IMG AI team, as appropriate, will determine if a potential conflict exists and in such cases contact the AI Conflicts Officer for resolution. The Adviser will not implement any decision to vote such a proxy in a particular manner until the AI Conflicts Officer has:

 

·Determined whether AI Origination or the IMG AI team, as appropriate, is subject to a conflict of interest in voting such proxy; and, if a conflict exists,
·Assessed whether such conflict is material; and, if material,
·Determined that AI Origination or the IMG AI team, as appropriate, addressed the material conflict in a manner designed to serve the best interests of the affected Client.

 

Notice to Clients 

 

AI Compliance will deliver a copy of the Adviser's Form ADV Part 2A to all Clients. The referenced document contains a summary of MLAI's proxy voting policies and procedures.

 

Responses to Client Requests 

 

MLAI will, upon the reasonable request of a current or prospective Client, provide such current or prospective Client with a copy of the then current version of this policy.

 

MLAI will, upon the reasonable request of a current Client, provide notification of how proxies were voted on behalf of such Client during the prior one year period.

 

MLAI will track proxy policy and proxy voting record requests it receives from current and prospective Clients.

 

Recordkeeping Requirements 

 

Records should be retained for a period of not less than six years. Records should be retained in an appropriate office of the Adviser for the first three years. Examples of the types of documents to be maintained as evidence of the Adviser's compliance with this policy may include:

 

 

©2014 Bank of America Corporation Proprietary Page 3 of 5

 

 
 

 

1.6 Proxy Voting Policy                                                                                   

 

·Memorandum Describing Proxy Vote Request
·AI PMIC and AIIC meeting minutes, as appropriate
·Proxy Voting Record
·Records Required for Form N-PX (Registered Funds only)
·Other documents as prescribed in Rule 204-2(c) under the Advisers Act

 

In lieu of keeping copies of proxy statements, MLAI may rely on proxy statements filed on the EDGAR system as well as third party records of proxy statements and votes cast if the third party provides an undertaking to provide the documents promptly upon request.

 

V. Roles and Accountabilities

 

The heads of HF Origination, PE Origination, the IMG AI team, and their respective direct reports are responsible for supervising the implementation of this policy. In addition, the AI PMIC is responsible for overseeing the implementation of this policy.

 

VI. Controls and Monitoring

 

AI Compliance is responsible for monitoring compliance with this policy on an ongoing basis. As needed, but not less than annually, AI Compliance will request from AI Origination and the IMG AI team a list of all proxies voted during a specified period. AI Compliance will examine the way AI Origination and the IMG AI team voted such proxies to determine whether AI Origination and the IMG AI team complied with the policy. Evidence of the review will be kept via a Compliance Monitoring Checklist.

 

VII. Reporting and Escalation / Exceptions

 

AI associates must promptly report all unapproved exceptions to this policy to their supervisor, who will report the unapproved exception to the appropriate AI investment committee(s) and the AI Compliance Executive, who together will determine the remedial action to be taken, if any. The AI Compliance Executive will report all exceptions to the Chief Compliance Officer and the Board of Directors of Clients that are Registered Funds, if applicable.

 

The Chief Compliance Officer will report any exception that is not resolved to his or her satisfaction, that cannot be resolved, or that otherwise suggests a material internal compliance controls issue to AI senior management.

 

The Adviser may deviate from this policy only with written approval, upon review of the relevant facts and circumstances, from the Chief Compliance Officer.

 

VIII. Governance / Oversight

 

GWIM Shared Services Compliance is responsible for facilitating review of this policy at the established frequency with appropriate business and control partners to determine, what, if any, changes may be required. The GWIM Compliance and Registration & Licensing Committee has governance oversight accountability for this policy, and has delegated authority to the GWIM Brokerage Policy Review Working Groups to approve this policy, including any subsequent material changes that may be required.

 

IX. Related Documents

 

None.

 

 

©2014 Bank of America Corporation Proprietary Page 4 of 5

 

 
 

 

1.6 Proxy Voting Policy                                                                                   

 

 

X. Questions / Contact Information

 

Please direct your questions to Fred Wofford at fred.h.wofford@bankofamerica.com.

 

Policy Attributes

Do not alter this row, needed for WORD importing process.

 

This information will not be displayed on the policy. 

Document type Policy
Review Frequency Annual
Policy Level Business Unit/Function/Country Level
Jurisdiction United States
Governance Committees GWIM Compliance and Registration & Licensing Committee
Risk Category Compliance
Compliance Risk Category 251 - Obligations and Duties to Clients/Customers (Level One)
Record Type CRP025 Policies and Procedures - Corporate - 10 yrs
Risk Framework No
Risk Appetite No
Content Owner Wofford, Fred
Policy Administration Team GWIM Compliance
Enterprise Reporting Hierarchy 301 - Alternative Investments (Level Five)

 

 

 

©2014 Bank of America Corporation Proprietary Page 5 of 5

 

 
 

 

 

 

EX-99.CERT 4 v380447_ex99-cert.htm CERTIFICATIONS

 

Item 12(a)(2)

 

CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT

 

 

I, James D. Bowden, certify that:

 

1.I have reviewed this report on Form N-CSR of Excelsior Private Markets Fund III (Master), LLC;

 

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 of the registrant as of, and for, the periods presented in this report;

 

4.The registrant's other certifying officers(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;

 

5.The registrant's other certifying officer(s) 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.

 

 

Date: June 9, 2014 /s/ James D. Bowden
  James D. Bowden, Principal Executive Officer

 

 
 

 

CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT

 

 

I, Steven L. Suss, certify that:

 

1.I have reviewed this report on Form N-CSR of Excelsior Private Markets Fund III (Master), LLC;

 

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 of the registrant as of, and for, the periods presented in this report;

 

4.The registrant's other certifying officers(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;

 

5.The registrant's other certifying officer(s) 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.

 

 

Date: June 9, 2014 /s/ Steven L. Suss
  Steven L. Suss, Principal Financial Officer

 

 

EX-99.906 CERT 5 v380447_ex99-906cert.htm CERTIFICATIONS

 

EX-99.Cert 12 (b)

 

Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

This certification is provided pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, and 18 U.S.C. §1350, and accompanies the report on Form N-CSR for the period ended March 31, 2014, of Excelsior Private Markets Fund III (Master), LLC (the “Company”).

 

Each of the undersigned officers of the Company hereby certified that, to the best of such officer’s knowledge:

 

(i)the Form N-CSR fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a) or 78o(d)); and

 

(ii)the information contained in the Form N-CSR fairly presents, in all material respects, the financial condition and results of operation of the Company.

 

 

June 9, 2014 /s/ James D. Bowden
Date James D. Bowden
  Principal Executive Officer
   
   
June 9, 2014 /s/ Steven L. Suss
Date Steven L. Suss
  Principal Financial Officer

 

 

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