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Multi-Manager Master Portfolio, LLC – ‘N-CSR/A’ for 3/31/11 – EX-99.CERT

On:  Tuesday, 7/26/11, at 11:07am ET   ·   Effective:  7/26/11   ·   For:  3/31/11   ·   Accession #:  1144204-11-42040   ·   File #:  811-22302

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 7/26/11  Multi-Manager Master Port, LLC    N-CSR/A     3/31/11    4:1.0M                                   Vintage/FA

Amendment to Certified Annual Shareholder Report of a Management Investment Company   —   Form N-CSR
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: N-CSR/A     Amendment to Certified Annual Shareholder Report    HTML    321K 
                          of a Management Investment Company                     
 4: EX-99.906CERT  Miscellaneous Exhibit                            HTML     14K 
 3: EX-99.CERT  Miscellaneous Exhibit                               HTML     27K 
 2: EX-99.CODE ETH  Miscellaneous Exhibit                           HTML     37K 


EX-99.CERT   —   Miscellaneous Exhibit


This exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]



  Unassociated Document  
CERTIFICATIONS


I, Maria Elena Lagomasino, certify that:
 
1. 
I have reviewed this report on Form N-CSR of the Growth Capital Master Portfolio, LLC (the “registrant”);

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 partners’ capital, and cash flows of the registrant as of, and for, the periods presented in this report;

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

 
a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
 
b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
 
c)
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and
 
d)
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the most recent fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. 
The registrant's other certifying officer(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.
 

    July 25, 2011                                   
    /s/ Maria Elena Lagomasino                              
Date
 
President
 
 
 

 
 
CERTIFICATIONS


I, Martin R. Dean, certify that:

1. 
I have reviewed this report on Form N-CSR of the Growth Capital Master Portfolio, LLC (the “registrant”);

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 partners’ capital, and cash flows of the registrant as of, and for, the periods presented in this report;

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

 
a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
 
b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
 
c)
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and
 
d)
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the most recent fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. 
The registrant's other certifying officer(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.
 
 
     July 25, 2011                                    
     /s/ Martin R. Dean                                          
Date
 
Treasurer

 
 

 
 

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘N-CSR/A’ Filing    Date    Other Filings
Filed on / Effective on:7/26/11
7/25/11
For Period End:3/31/11N-CSR,  N-CSR/A,  NSAR-B,  NSAR-B/A
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Filing Submission 0001144204-11-042040   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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