Document/Exhibit Description Pages Size
1: POS AMI Old Mutual 2100 Absolute Return Master Fund 23 80K
2: EX-99 Miscellaneous Exhibit -- exhibit-a2 31 153K
3: EX-99 Miscellaneous Exhibit -- exhibit-g 7 26K
4: EX-99 Miscellaneous Exhibit -- exhibit-j 19 56K
5: EX-99 Miscellaneous Exhibit -- exhibit-k 32 95K
6: EX-99 Miscellaneous Exhibit -- exhibit-r1 23 60K
7: EX-99 Miscellaneous Exhibit -- exhibit-r2 20 61K
POS AMI — Old Mutual 2100 Absolute Return Master Fund
Document Table of Contents
As filed with the Securities and Exchange Commission on October 30, 2006
Investment Company Act File No. 811-21911
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U.S. SECURITIES AND EXCHANGE
COMMISSION Washington,
D.C. 20549
---------------------
FORM N-2
(CHECK APPROPRIATE BOX OR BOXES)
/X/ REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
/X/ Amendment No. 1
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OLD MUTUAL 2100 ABSOLUTE RETURN
MASTER FUND, L.L.C.
(Exact name of Registrant as specified in Charter)
287 Bowman Avenue, Second Floor
Purchase, New York 10577
(Address of principal executive offices)
Registrant's Telephone Number, including Area Code: (888) 266-2200
William J. Landes
c/o 2100 Larch Lane LLC
Riverview Plaza
287 Bowman Avenue, Second Floor
Purchase, New York 10577
(Name and address of agent for service)
COPY TO:
George M. Silfen, Esq.
Schulte Roth & Zabel LLP
919 Third Avenue
New York, NY 10022
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This Registration Statement has been filed by Registrant pursuant to Section
8(b) of the Investment Company Act of 1940, as amended. However, interests in
Registrant are not being registered under the Securities Act of 1933, as amended
(the "1933 Act"), since such interests will be issued solely in private
placement transactions which do not involve any "public offering" within the
meaning of Section 4(2) of the 1933 Act. Investments in Registrant may be made
only by individuals or entities that are "accredited investors" within the
meaning of Regulation D under the 1933 Act. This Registration Statement does not
constitute an offer to sell, or the solicitation of an offer to buy, any
interest in Registrant.
PART A
Responses to Items 1, 2, 3.2, 4, 5, 6 and 7 of Part A have been
omitted pursuant to Paragraph 3 of Instruction G of the General Instructions
to Form N-2.
Responses to certain Items required to be included in Part A of this
Registration Statement are incorporated herein by reference from the
Registration Statement on Form N-2 of Old Mutual 2100 Absolute Return Fund,
L.L.C. (the "Feeder Fund"), as filed with the Securities and Exchange Commission
(the "Commission") on October 26, 2006 (the "Feeder Fund's Registration
Statement").
ITEM 3. FEE TABLE.
This table describes the fees and expenses that you will pay if you buy
and hold limited liability company interests in Old Mutual 2100 Absolute Return
Master Fund, L.L.C. (the "Master Fund"). Because the Master Fund has not been
operational for a full year, many of these expenses are estimates.
Annual Expenses (as a percentage of net assets of the Master Fund):
Management Fee 0%(1)
Other Expenses (2) 0.62%
Total Annual Expenses 0.62%
(1) For a discussion of the payment of the Management Fee, please see the
section entitled "Investment Advisory Services" in the Feeder Fund's prospectus
(the "Prospectus") included in the Feeder Fund's Registration Statement.
(2) "Other Expenses" are estimated based on the Master Fund's estimated net
assets of approximately $18 million and anticipated expenses for the first year
of the Master Fund's operations, and includes professional fees and other
expenses, including, without limitation, organizational and offering costs of
the Master Fund, as well as administration, custody fees and other expenses.
The purpose of the table above and the example below is to assist an investor in
understanding the various costs and expenses that an investor in the Master Fund
will bear directly or indirectly. For a more complete description of the various
fees and expenses of the Master Fund, see the sections entitled "Investment
Advisory Services" and "Fees and Expenses" in the Feeder Fund's Prospectus
included in the Feeder Fund's Registration Statement.
[Enlarge/Download Table]
Example 1 Year 3 Years 5 Years 10 Years
------ ------- ------- --------
You would pay the following expenses on a $1,000
investment in the Master Fund, assuming a 5% annual return: $6 $20 $35 $78
The example above is based on the expenses set forth above and should not be
considered a representation of future expenses. Actual expenses may be higher or
lower than those shown and the actual rate of return may be greater or less than
the hypothetical 5% return assumed in the examples.
ITEM 8. GENERAL DESCRIPTION OF THE REGISTRANT.
The Master Fund is a closed-end, non-diversified, management investment
company that was organized as a limited liability company under the laws of the
State of Delaware on April 25, 2006. Interests in the Master Fund are being
issued solely in private placement transactions that do not involve
A-1
any "public offering" within the meaning of Section 4(2) of, and/or Regulation D
under, the Securities Act of 1933, as amended (the "1933 Act"). Investments in
the Master Fund may be made only by "accredited investors," as defined in
Regulation D under the 1933 Act. This Registration Statement does not constitute
an offer to sell, or the solicitation of an offer to buy, any "security" within
the meaning of the 1933 Act.
The Master Fund's investment objective is to seek to generate
attractive returns while attempting to reduce volatility. In pursuing its
investment objective, the Master Fund invests its assets primarily in private
investment funds, joint ventures, investment companies and other similar
investment vehicles ("Portfolio Funds") that are managed by a select group of
portfolio managers ("Portfolio Managers") that invest in a variety of financial
markets and utilize a broad range of alternative investment strategies. In
allocating the assets of the Master Fund, it is expected that 2100 Larch Lane
LLC, the Master Fund's investment adviser (the "Adviser") will take an "absolute
return" approach, I.E., seek to generate returns that are not highly correlated
with the performance of major equity, bond or commodities markets. In doing so,
the Adviser expects to emphasize investments with Portfolio Managers that pursue
"Relative Value Arbitrage Strategies" and "Long-Short Trading Strategies."
Relative Value Arbitrage Strategies generally involve the simultaneous purchase
and sale of 'like' securities in order to seek to profit from pricing
discrepancies between markets. Long-Short Trading Strategies involve the
purchase of stocks which are believed to be undervalued and the selling short of
stocks believed to be overvalued. Statistical Arbitrage and Fundamental
Long-Short Strategies are among the strategies used in long-short trading.
Information on the Master Fund's investment objective, strategies and policies,
the kinds of securities in which the Master Fund principally invests, other
investment practices of the Master Fund and the risk factors associated with
investments in the Master Fund are incorporated herein by reference from the
sections entitled "Investment Program," "Investment Practices and Related Risk
Factors" and "Additional Risk Factors" in the Feeder Fund's Prospectus included
in the Feeder Fund's Registration Statement.
ITEM 9. MANAGEMENT
A description of how the business of the Master Fund is managed is
incorporated herein by reference from the sections entitled "Management of the
Fund," and "Investment Advisory Services" in the Feeder Fund's Prospectus
included in the Feeder Fund's Registration Statement. The following list
identifies the specific sections of the Feeder Fund's Prospectus under which the
information required by Item 9 of Form N-2 may be found; each listed section is
incorporated herein by reference.
Item 9.1(a) Management of the Fund
Item 9.1(b) Investment Advisory Services
Item 9.1(c) Investment Advisory Services
Item 9.1(d) Administration Agreement
Item 9.1(e) Custodian and Escrow Agent
Item 9.1(f)
The Master Fund bears its own
operating expenses. These operating expenses
include, but are not limited to: all
investment-related expenses (including, but
not limited to, fees paid directly or
indirectly to Portfolio Managers,
investment-related interest expense, all costs
and
A-2
expenses directly related to portfolio
transactions and positions for the Master
Fund's account such as direct and indirect
expenses associated with the Master Fund's
investments, including its investments in
Portfolio Funds, costs and expenses associated
with background checks on Portfolio Managers,
all costs and expenses associated with
retaining independent third parties to provide
risk management services to the Master Fund,
transfer taxes and premiums and taxes withheld
on foreign dividends); any non-investment
related interest expense; fees and
disbursements of any attorneys and accountants
engaged on behalf of the Master Fund;
entity-level taxes; 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 and a
fidelity bond for the Master Fund; any
investment management fee; fees and
travel-related expenses of the Board of
Managers of the Master Fund (the "Board") who
are not employees of the Adviser or any
affiliate of the Adviser; all costs and
charges for equipment or services used in
communicating information regarding the Master
Fund's transactions among the Adviser and any
custodian or other agent engaged by the Master
Fund; any extraordinary expenses; and such
other expenses as may be approved from time to
time by the Board.
Item 9.1(g) Not Applicable
Item 9.2 Not Applicable
Item 9.3 See response to Item 19 below.
ITEM 10. CAPITAL STOCK, LONG-TERM DEBT, AND OTHER SECURITIES
ITEM 10.1. CAPITAL STOCK
The Master Fund is organized as a limited liability company under the
laws of the State of Delaware and intends to be classified as a partnership for
income tax purposes. An investor in the Master Fund will be a member (a
"Member") of the Master Fund and his or her rights in the Master Fund will be
established and governed by the limited liability company agreement of the
Master Fund (the "Master Fund Agreement"), which is attached herewith. The
following is a summary description of certain provisions of the Master Fund
Agreement. The description of such provisions is not definitive and reference
should be made to the complete text of the Master Fund Agreement.
The security purchased by an Investor is a limited liability company
interest (an "Interest") in the Master Fund. All Interests shall be fully paid
and nonassessable. Investors shall have no preemptive or other rights to
subscribe for any additional Interests.
A-3
The management and operation of the Master Fund and its business and
affairs will be vested solely in the Board, and the members of the Board will be
the "managers" of the Master Fund (each, a "Manager" and collectively, the
"Managers"). In no event shall any Member, in his or her capacity as such, have
any role in the management of the Master Fund's affairs. The Members shall have
power to vote only: (i) for the election of Managers as provided in the
following paragraph; (ii) with respect to any amendment of the Master Fund
Agreement, to the extent and as provided therein; and (iii) with respect to such
additional matters relating to the Master Fund as may be required by the Master
Fund Agreement, applicable law or as the Board may consider necessary or
desirable. With respect to any matter requiring the vote of Members, the Members
shall vote in proportion to the value of their respective capital accounts as of
the record date applicable to the consideration of such matter.
There will normally be no meetings of Members for the purpose of
electing Managers except that, in accordance with the Investment Company Act of
1940 (the "1940 Act"): (i) the Master Fund will hold a meeting of Members for
the election of Managers at such time as less than a majority of the Managers
holding office have been elected by Members; and (ii) if, as a result of a
vacancy on the Board, less than two-thirds of the members of the Board holding
office have been elected by the Members, that vacancy may be filled only by a
vote of the Members.
The Board may admit one or more Members generally at the beginning of
each month; PROVIDED, HOWEVER, that the Master Fund may, in the discretion of
the Board, admit Members more or less frequently. Subject to the foregoing
terms, Members may be admitted to the Master Fund subject to the condition that
each such Member shall execute an appropriate signature page of the Master Fund
Agreement or of the Master Fund's investor certification pursuant to which such
Member agrees to be bound by all the terms and provisions of the Master Fund
Agreement. The Board may in its absolute discretion reject any purchase of an
Interest. Interests will be issued only in a transaction or transactions not
requiring registration under the 1933 Act.
The Master Fund may be dissolved: (i) by an affirmative vote of the
Board to dissolve the Master Fund; (ii) by affirmative vote of the Members of
the Master Fund holding at least two-thirds (2/3) of the total number of votes
eligible to be cast by all Members; (iii) upon the failure of Members to elect a
successor Manager at a meeting called by the Adviser in the event that no
Manager remains to continue the business of the Master Fund; (iv) upon the
expiration of any two-year period that commences on the date on which any Member
has submitted a written notice to the Master Fund to tender its entire Interest
for repurchase by the Master Fund if such Interest has not been repurchased by
the Master Fund; or (v) as required by operation of law.
ITEM 10.2. LONG-TERM DEBT.
Not applicable.
ITEM 10.3. GENERAL.
Not applicable.
ITEM 10.4. TAXES.
Information on the taxation of the Master Fund is incorporated by
reference from the section entitled "Tax Aspects" in the Feeder Fund's
Prospectus included in the Feeder Fund's Registration Statement.
A-4
ITEM 10.5. OUTSTANDING SECURITIES.
As of the date of filing of this Registration Statement, there are no
securities of the Master Fund outstanding.
ITEM 10.6. SECURITIES RATINGS.
Not applicable.
ITEM 11. DEFAULTS AND ARREARS ON SENIOR SECURITIES.
Not applicable.
ITEM 12. LEGAL PROCEEDINGS.
Not applicable.
ITEM 13. TABLE OF CONTENTS OF STATEMENT OF ADDITIONAL INFORMATION.
Not applicable.
A-5
PART B
Part B of this Registration Statement should be read in conjunction
with Part A. Capitalized terms used in this Part B and not otherwise defined
have the meanings given them in Part A of this Registration Statement.
Responses to certain Items required to be included in Part B of this
Registration Statement are incorporated herein by reference from the Feeder
Fund's Registration Statement on Form N-2.
ITEM 14. COVER PAGE.
Not applicable.
ITEM 15. TABLE OF CONTENTS.
Not applicable.
ITEM 16. GENERAL INFORMATION AND HISTORY.
Not applicable.
ITEM 17. INVESTMENT OBJECTIVE AND POLICIES.
Part A contains basic information about the investment objective,
policies and limitations of the Master Fund. This Part B supplements the
discussion in Part A of the investment objective, policies, and limitations of
the Master Fund.
Information on the fundamental investment policies and the
non-fundamental investment policies and limitations of the Master Fund, the
types of investment techniques used by the Master Fund and certain risks
attendant thereto, as well as other information on the Master Fund's investment
process, is incorporated by reference from the sections entitled "Investment
Program," "Investment Practices and Related Risk Factors" and "Additional Risk
Factors" in the Feeder Fund's Prospectus included in the Feeder Fund's
Registration Statement.
ITEM 18. MANAGEMENT.
Information about the Managers and officers of the Master Fund, their
roles in the management of the Master Fund, the compensation of the Managers,
the committees of the Board and the material factors considered by the Board and
its conclusions thereto in approving the investment management agreement with
the Adviser is incorporated by reference from the sections entitled "Management
of the Fund" and "Investment Advisory Services" in the Feeder Fund's Prospectus
included in the Feeder Fund's Registration Statement.
B-1
ITEM 19. CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES.
The Feeder Fund invests substantially all of its assets in the Master
Fund. As of October 27, 2006, the Feeder Fund owned more than 25% of the
outstanding Interests of the Master Fund:
Name Address Percentage of Ownership
Old Mutual 2100 Absolute Return
Fund, L.L.C. (1) 100%(2)
(1) The Feeder Fund has the same address as the Master Fund.
(2) It is expected that, in addition to the Feeder Fund's investment
in the Master Fund, an affiliate of the Adviser will also make a
seed investment in the Master Fund.
To the extent that any investor is the beneficial owner of more than 25% of the
outstanding securities of the Master Fund, such investor may be deemed to be a
"control person" of the Master Fund for purposes of the 1940 Act.
ITEM 20. INVESTMENT ADVISORY AND OTHER SERVICES.
Information on the investment management and other services provided
for or on behalf of the Master Fund is incorporated herein by reference from the
sections entitled "Investment Advisory Services" and "Additional Information and
Summary of Limited Liability Company Agreement" in the Feeder Fund's Prospectus,
included in the Feeder Fund's Registration Statement.
ITEM 21. PORTFOLIO MANAGERS
Information about the portfolio managers and their other accounts
managed, compensation and ownership of securities is incorporated herein by
reference from the section entitled "Investment Advisory Services" in the Feeder
Fund's Prospectus included in the Feeder Fund's Registration Statement.
ITEM 22. BROKERAGE ALLOCATION AND OTHER PRACTICES.
A description of the Master Fund's brokerage allocation and other
practices is incorporated herein by reference from the section entitled
"Brokerage" in the Feeder Fund's Prospectus included in the Feeder Fund's
Registration Statement.
ITEM 23. TAX STATUS.
Information on the taxation of the Master Fund is incorporated by
reference from the section entitled "Tax Aspects" in the Feeder Fund's
Prospectus included in the Feeder Fund's Registration Statement.
ITEM 24. FINANCIAL STATEMENTS.
The Master Fund's financial statements are provided on the following
pages.
B-2
[LOGO OMITTED]
ANCHIN, BLOCK & ANCHIN LLP
Accountants and Consultants
1375 Broadway
New York, New York 10018
(212) 840-3456
FAX (212) 840-7066
Report of Independent Registered Public Accounting Firm
To the Board of Managers and Member
Old Mutual 2100 Absolute Return Master Fund, L.L.C.
We have audited the accompanying statement of assets and liabilities of
Old Mutual 2100 Absolute Return Master Fund, L.L.C. as of October 17, 2006 and
the related statements of operations, changes in member's equity and cash flows
for the period April 25, 2006 (date of inception) through October 17, 2006.
These financial statements are the responsibility of the Fund's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.
We conducted our audit in accordance with auditing 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. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Old Mutual 2100 Absolute
Return Master Fund, L.L.C. as of October 17, 2006, and the results of its
operations, the changes in member's equity and cash flows for the period April
25, 2006 (date of inception) through October 17, 2006 in conformity with
accounting principles generally accepted in the United States of America.
/s/ ANCHIN, BLOCK & ANCHIN LLP
New York, N.Y.
October 17, 2006
B-3
OLD MUTUAL 2100 ABSOLUTE RETURN MASTER FUND, L.L.C.
STATEMENT OF ASSETS AND LIABILITIES
OCTOBER 17, 2006
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ASSETS
Cash $ 100,000
Deferred offering costs 14,725
-----------
Total assets 114,725
-----------
LIABILITIES
Payable to Adviser 109,625
-----------
Total liabilities 109,625
-----------
Net Assets $ 5,100
===========
MEMBER'S EQUITY $ 5,100
===========
The accompanying notes are an integral part of the financial statements.
B-4
OLD MUTUAL 2100 ABSOLUTE RETURN MASTER FUND, L.L.C.
STATEMENT OF OPERATIONS
FOR THE PERIOD APRIL 25, 2006 (DATE OF INCEPTION) THROUGH OCTOBER 17, 2006
--------------------------------------------------------------------------------
EXPENSES:
Organization costs $ 109,900
------------
Total expenses 109,900
Reimbursement of expenses by Adviser (15,000)
------------
Net expenses 94,900
------------
Net loss $ (94,900)
============
The accompanying notes are an integral part of the financial statements.
B-5
OLD MUTUAL 2100 ABSOLUTE RETURN MASTER FUND, L.L.C.
STATEMENT OF CHANGES IN MEMBER'S EQUITY
FOR THE PERIOD APRIL 25, 2006 (DATE OF INCEPTION) THROUGH OCTOBER 17, 2006
--------------------------------------------------------------------------------
NET DECREASE IN MEMBER'S EQUITY FROM OPERATIONS:
Net loss $ (94,900)
----------
MEMBER'S EQUITY TRANSACTIONS:
Proceeds from the sales of Interests 100,000
----------
Net Increase in Member's Equity 5,100
----------
Member's Equity at Beginning of Period -
----------
Member's Equity at End of Period $ 5,100
==========
The accompanying notes are an integral part of the financial statements.
B-6
OLD MUTUAL 2100 ABSOLUTE RETURN MASTER FUND, L.L.C.
STATEMENT OF CASH FLOWS
FOR THE PERIOD APRIL 25, 2006 (DATE OF INCEPTION) THROUGH OCTOBER 17, 2006
--------------------------------------------------------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES
Adjustments to reconcile net increase in member's equity
from operations to net cash used in operating activities:
Net loss $ (94,900)
Increase in Payable to Adviser 94,900
----------
Net cash used in operating activities -
----------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from the sales of Interests 100,000
----------
Net cash provided by financing activities 100,000
----------
Net change in cash 100,000
----------
Cash at beginning of period -
----------
Cash at end of period $ 100,000
==========
SUPPLEMENTAL SCHEDULE OF NONCASH FINANCING ACTIVITIES
Deferred offering costs paid by Adviser $ 14,725
==========
The accompanying notes are an integral part of the financial statements.
B-7
OLD MUTUAL 2100 ABSOLUTE RETURN MASTER FUND, L.L.C.
NOTES TO FINANCIAL STATEMENTS
OCTOBER 17, 2006
--------------------------------------------------------------------------------
1. ORGANIZATION
Old Mutual 2100 Absolute Return Master Fund, L.L.C. (the "Fund") is a newly
formed Delaware limited liability company that is registered under the
Investment Company Act of 1940, as amended (the "1940 Act") as a
non-diversified, closed-end, management investment company. The fund is a master
fund in a master/feeder structure into which its investor, the Old Mutual 2100
Absolute Return Fund, L.L.C. (the "Feeder Fund" or "Member"), will invest
substantially all of its assets.
The Fund employs a "fund of funds" investment program that enables eligible
investors, through one investment, to participate in the investment programs of
a professionally selected group of asset managers without being subject to the
high minimum investment requirements that many asset managers typically impose.
The Fund is similar to a private investment fund in that it will be actively
managed and interests in the Feeder Fund ("Interests") will be sold solely to
high net worth individual and institutional investors, but differs from a
typical private investment fund in that it has registered as an investment
company under the 1940 Act.
The Fund's investment objective is to seek to generate attractive returns while
attempting to reduce volatility. The Fund will invest its assets primarily in
private investment funds, joint ventures, investment companies and other similar
investment vehicles ("Portfolio Funds") that are managed by a select group of
portfolio managers ("Portfolio Managers") that invest in a variety of financial
markets and utilize a broad range of alternative investment strategies.
For accounting purposes, the Fund's fiscal year is the 12-month period ending on
March 31. The first fiscal year of the Fund will commence on the initial closing
date, and will end on March 31, 2007. The 12-month period ending December 31 of
each year is the taxable year of the Fund.
The Fund expects to commence investing activity on November 1, 2006.
2. SIGNIFICANT ACCOUNTING POLICIES
The Fund's financial statements are prepared in conformity with accounting
principles generally accepted in the United States of America and may require
the use of management accruals and estimates. Actual results may differ from
estimates.
A. INCOME TAXES
Counsel to the Fund will render an opinion that the Fund will be classified as a
partnership and not as an association taxable as a corporation for Federal tax
purposes. Counsel to the Fund also will render its opinion that, under a "facts
and circumstances" test, the Fund will not be treated as a "publicly traded
partnership" taxable as a corporation. Accordingly, the Fund should not be
subject to Federal income tax, and each Member will be required to report on its
own annual tax return such Member's distributive share of the Fund's taxable
income or loss.
B-8
OLD MUTUAL 2100 ABSOLUTE RETURN MASTER FUND, L.L.C.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
OCTOBER 17, 2006
--------------------------------------------------------------------------------
3. MANAGEMENT FEE AND RELATED PARTY TRANSACTIONS
2100 Larch Lane LLC (the "Adviser"), a Delaware limited liability company,
serves as the investment adviser of the Fund pursuant to an agreement dated
October 13, 2006. The initial term of the agreement expires on October 13, 2008
and may be continued in effect from year to year thereafter if its continuance
is approved annually. The Adviser is registered as an investment adviser under
the Investment Advisers Act of 1940, as amended (the "Advisers Act"). LLA
Holdings, LLC, the special member of the Adviser, owns 75% of the Adviser and is
an indirect majority-owned subsidiary of Old Mutual (US) Holdings, Inc., which
is a wholly-owned subsidiary of Old Mutual plc, a London exchange listed
international financial services firm. The Adviser is responsible for
developing, implementing and supervising the Fund's investment program and
providing day-to-day management services to the Fund.
Under the agreement with the Adviser, the Fund does not pay any investment
management fee to the Adviser. However, under the agreement, in the event the
Adviser ceases to serve as the Adviser to any fund that invests substantially
all of its assets in the Fund (a "Feeder Fund"), the Master Fund would then be
subject to a fee that is calculated and payable in accordance with the lowest
annual rate that had most recently been charged by the Adviser to such Feeder
Fund.
The Fund and the Feeder Fund have entered into a Master/Feeder Agreement dated
October 13, 2006. Pursuant to the agreement, the Fund and the Feeder Fund will
each have the same investment objective and substantially the same investment
policies. The Feeder Fund will pursue its investment objective by investing on
an ongoing basis substantially all of its investable assets in the Fund in
exchange for limited liability company interests in in the Fund.
The Fund is managed by the Board of Managers (the "Board") and each member of
the Board who is not an "interested manager" of the Fund, as defined by the 1940
Act, is entitled to an annual retainer $2,500 and will be reimbursed by the Fund
for travel-related expenses. The non-interested managers of the Board are Gerald
Hellerman, Paul D. Malek, and George W. Morriss.
4. FUND EXPENSES
The Fund bears its own operating expenses. These operating expenses include, but
are not limited to: all investment-related expenses (including, but not limited
to, fees paid directly or indirectly to Portfolio Managers, investment-related
interest expenses, all costs and expenses directly related to portfolio
transactions and positions, transfer taxes and premiums and taxes withheld on
foreign dividends); any non-investment related interest expense; fees and
disbursements of any attorneys or accountants engaged on behalf of the Fund;
entity-level taxes, audit and tax preparation fees and expenses; administrative
expenses and fees of the Fund; custody expenses of the Fund; the costs of an
errors and omissions/directors and officers liability insurance and a fidelity
bond for the Fund; fees and travel-related expenses of the Board of the Fund who
are not employees of the Adviser or any affiliate of the Adviser; all costs and
charges for equipment or services used in communicating information regarding
the Fund's transactions among the Sub-Adviser and any custodian or other agent
engaged by the Fund; any extraordinary expenses; and such other expenses as may
be approved from time to time by the Board.
B-9
OLD MUTUAL 2100 ABSOLUTE RETURN MASTER FUND, L.L.C.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
OCTOBER 17, 2006
--------------------------------------------------------------------------------
The Fund also indirectly bears fees and expenses of the Portfolio Funds. Each
Portfolio Manager generally receives a management fee and a performance fee or
allocation with respect to the assets of Portfolio Funds that it manages. The
amount of these fees and allocations varies among Portfolio Managers, but the
management fees are generally expected to be between 1.0%-2.0%, on an annual
basis, of the total assets managed by a Portfolio Manager, and the performance
fees or allocations are generally expected to be between 15%-25% of the net
capital appreciation (if any) in the assets managed by a Portfolio Manager.
5. INITIAL OFFERING COSTS AND ORGANIZATION EXPENSES
The Fund incurred initial offering costs totaling approximately $14,725
comprised principally of legal costs pertaining to the preparation of the Fund's
offering documents. These costs will be amortized over the initial twelve-month
period which is expected to expire on October 31, 2007.
Costs incurred in connection with the organization of the Fund will be expensed
as incurred. The Adviser has paid the costs in connection with the organization
of the Fund and has agreed to absorb $15,000 of the organization costs. The
remainder of the organization costs will be repaid by the Fund. The Fund
incurred $109,900 in organization costs as of October 17, 2006.
6. CASH AND CUSTODY CONCENTRATION
The Fund maintains a bank account in Pennsylvania. The Federal insurance on this
account insures cash balances up to $100,000.
7. INVESTMENTS
The Fund will limit its investment position in any one Portfolio Fund to less
than 5% of the Portfolio Fund's outstanding voting securities, absent an order
of the Securities and Exchange Commission (the "SEC") (or assurances from the
SEC staff) under which the Fund's contribution and withdrawal of capital from a
Portfolio Fund in which it holds 5% or more of the outstanding interests will
not be subject to various 1940 Act prohibitions on affiliated transactions. The
Fund also is not required to adhere to this 5% investment limitation to the
extent that it relies on certain SEC rules that provide exemptions from 1940 Act
prohibitions on affiliated transactions. However, to facilitate investments in
smaller Portfolio Funds deemed attractive by the Sub-Adviser, the Fund may
purchase non-voting securities of, or waive its right to vote its interests in,
Portfolio Funds. Although the Fund may hold non-voting interests, the 1940 Act
and the rules and regulations thereunder may nevertheless require the Fund to
limit its position in any one Portfolio Fund, if investments in a Portfolio Fund
by the Fund will equal or exceed 25% of the Portfolio Fund's assets, or such
lower percentage limit as may be determined by the Fund in consultation with its
counsel. These restrictions could change from time to time as applicable laws,
rules or interpretations thereof are modified.
B-10
OLD MUTUAL 2100 ABSOLUTE RETURN MASTER FUND, L.L.C.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
OCTOBER 17, 2006
--------------------------------------------------------------------------------
8. BORROWINGS
The Fund is authorized to borrow money for investment purposes, to meet
repurchase requests and for cash management purposes. Borrowings by the Fund are
subject to a 300% asset coverage requirement under the 1940 Act. Portfolio Funds
that are not registered investment companies are not subject to this
requirement.
9. ADMINISTRATION SERVICES
Pursuant to an administrative services agreement dated October 13, 2006, SEI
Investments Global Funds Services (the "Administrator"), provides various
administrative services to the Fund and the Feeder Fund, including fund
accounting, investor accounting and taxation services, maintaining the register
of the Fund and generally performing all actions related to the issuance and
transfer of Interests; reviewing and, subject to approval by the Fund, accepting
subscriptions for Interests and accepting payment therefore; performing all acts
related to the repurchase of Interests; and performing all other clerical
services necessary in connection with the administration of the Fund.
In consideration for the services provided by the Administrator, the Fund pays
the Administrator a monthly fee calculated and assessed monthly in arrears at an
annualized rate of 0.01% of the Fund's net assets, subject to a minimum annual
fee of $5,000.
SEI Private Trust Company serves as the custodian for the assets of the Fund
pursuant to an agreement dated October 13, 2006. In consideration for the
services provided by the Custodian, the Fund will pay the Custodian a monthly
fee at an annualized rate of 0.0075% of the Fund's net assets, subject to a
minimum annual fee of $1,500.
10. CAPITAL ACCOUNTS AND ALLOCATIONS
The Fund will maintain a separate capital account for each Member. The initial
balance of a Member's capital account will equal the amount of the Member's
initial capital contribution to the Fund. The net profits or net losses of the
Fund (including, without limitation, net realized gain or loss and the net
change in unrealized appreciation or depreciation of securities positions) are
credited to or debited against the capital accounts of Members as of the end of
each fiscal period in accordance with their respective investment percentages
for the period. Each Member's investment percentage is determined each fiscal
period by dividing, as of the commencement of the period, the balance of the
Member's capital account by the sum of the balances of the capital accounts of
all Members.
B-11
OLD MUTUAL 2100 ABSOLUTE RETURN MASTER FUND, L.L.C.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
OCTOBER 17, 2006
--------------------------------------------------------------------------------
A fiscal period begins on the day after the last day of the preceding fiscal
period and ends at the close of business on the first to occur of: (i) the last
day of each fiscal year (March 31); (ii) the last day of each taxable year
(December 31); (iii) the day preceding the date as of which any contributions to
the capital of the Fund is made; (iv) any day as of which the Fund repurchases
the Interest (or portion thereof) of any Member; or (v) any day as of which any
amount is credit to or debited from the capital account of any Member other than
an amount to be credited to or debited from the capital accounts of all Members
in accordance with their respective investment percentages.
11. SUBSCRIPTIONS AND REDEMPTIONS OF INTERESTS
The Board may admit one or more Members generally at the beginning of each
month; provided, however, that the Fund may, in the discretion of the Board,
admit Members more or less frequently.
No Member or other person holding an Interest or portion thereof shall have the
right to require the Fund to repurchase that Interest or portion thereof. The
Board, in its sole discretion and on such terms and conditions as it may
determine, may cause the Fund to repurchase Interests or portions thereof
pursuant to written tenders. However, the Fund shall not offer to repurchase
Interests on more than four occasions during any one fiscal year; provided that
offers made more than semi-annually in any taxable year shall only be accepted
if Members give at least 65 days' notice of their acceptance in any tax year,
unless it has consulted with counsel to the Fund and determined that more
frequent offers would not cause any adverse tax consequences to the Fund or the
Members. In determining whether to cause the Fund to repurchase Interests or
portions thereof pursuant to written tenders, the Board shall consider, among
other things, the recommendation of the Adviser.
12. INDEMNIFICATIONS
In the normal course of business, the Fund will enter into contracts that
contain a variety of representations which provide general indemnifications. The
Fund's maximum exposure under these arrangements is unknown as this would
involve future claims that may be against the Fund that have not yet occurred.
However, based on experience, the Fund expects the risk of loss to be remote.
B-12
PART C
OTHER INFORMATION
ITEM 25. FINANCIAL STATEMENTS AND EXHIBITS
(1) Financial Statements:
The following financial statements are included in Part
B of this Registration Statement:
(i) Statement of Assets and Liabilities, dated
October 17, 2006
(ii) Statement of Operations, dated October 17, 2006
(iii) Statement of Changes in Member's Equity, dated
October 17, 2006
(iv) Statement of Cash Flows, dated October 17, 2006
(v) Notes to Financial Statements
(2) Exhibits:
(a) (1) Certificate of Formation*
(2) Limited Liability Company Agreement
(b) Not Applicable
(c) Not Applicable
(d) See Item 25(2)(a)(2)
(e) Not Applicable
(f) Not Applicable
(g) Form of Investment Management Agreement
(h) Not Applicable
(i) Not Applicable
(j) Form of Custodian Services Agreement
(k) Form of Administration Agreement
(l) Not Applicable
C-1
(m) Not Applicable
(n) Not Applicable
(o) Not Applicable
(p) Not Applicable
(q) Not Applicable
(r) (1) Form of Code of Ethics
(2) Form of Code of Ethics of 2100 Larch Lane LLC
*Previously filed with the Registrant's Registration Statement
on Form N-2 with the Securities and Exchange Commission on
June 23, 2006.
ITEM 26. MARKETING ARRANGEMENTS
Not Applicable.
ITEM 27. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION*
All figures are estimates:
Accounting fees and expenses........................ $0
Legal fees and expenses............................. $37,500
Printing and offering expenses...................... $14,725
Miscellaneous....................................... $5,000
Total.......................... $57,225
ITEM 28. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL
After completion of the private offering of interests, Registrant
expects that no person will be directly or indirectly under common control with
Registrant.
ITEM 29. NUMBER OF HOLDERS OF SECURITIES
TITLE OF CLASS NUMBER OF RECORD HOLDERS*
-------------- ------------------------
Limited Liability Company 1
Interests
*As of October 27, 2006. It is expected that an affiliate of the
Adviser will also make a seed investment in the Master Fund, in
addition to the Feeder Fund's investment in the Master Fund.
C-2
ITEM 30. INDEMNIFICATION
Reference is made to Section 3.8 of the Registrant's Limited Liability
Company Agreement (the "Company Agreement"), provided herewith as exhibit
(a)(2). The Registrant hereby undertakes that it will apply the indemnification
provision of the Company Agreement in a manner consistent with Release 40-11330
of the Securities and Exchange Commission under the Investment Company Act of
1940, as amended (the "1940 Act"), so long as the interpretation therein of
Sections 17(h) and 17(i) of such Act remains in effect.
ITEM 31. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER
A description of any other business, profession, vocation, or
employment of a substantial nature in which the investment adviser of
Registrant, and each member, director, executive officer, or partner of any such
investment adviser, is or has been, at any time during the past two fiscal
years, engaged in for his or her own account or in the capacity of member,
director, officer, employee, partner or trustee, is set forth in Feeder Fund's
Prospectus in the sections entitled "Management of the Fund" and "Investment
Advisory Services." Information as to the members and officers of 2100 Larch
Lane LLC is included in its Form ADV as filed with the Commission (File No.
801-64829), and is incorporated herein by reference.
ITEM 32. LOCATION OF ACCOUNTS AND RECORDS
SEI Investments Global Funds Services, Registrant's Administrator,
maintains certain required accounting related and financial books and records of
Registrant at One Freedom Valley Drive, Oaks, Pennsylvania 19456. The other
required books and records are maintained by 2100 Larch Lane LLC, Riverview
Plaza, 287 Bowman Avenue, Second Floor, Purchase, New York 10577.
ITEM 33. MANAGEMENT SERVICES
Not applicable.
ITEM 34. UNDERTAKINGS
Not Applicable.
C-3
Pursuant to the requirements of the Investment Company Act of 1940, the
Registrant has duly caused this amended registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of New
York and State of New York, on the 30th day of October, 2006.
OLD MUTUAL 2100 ABSOLUTE RETURN MASTER
FUND, L.L.C.
By: /s/ William J. Landes
-------------------------------------
Name: William J. Landes
Title: Manager
EXHIBIT INDEX
EXHIBIT NUMBER DOCUMENT DESCRIPTION
(a) (2) Limited Liability Company Agreement
(g) Form of Investment Management Agreement
(j) Form of Custodian Services Agreement
(k) Form of Administration Agreement
(r) (1) Form of Code of Ethics
(r) (2) Form of Code of 2100 Larch Lane LLC
Dates Referenced Herein and Documents Incorporated by Reference
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