UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. ____)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check PreliminaryiProxyoStatement
[ ] CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE
14A-6(E)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-12
EXCELSIOR DIRECTIONAL HEDGE FUND OF FUNDS (TI), LLC
----------------------------------------------------------------------
(Name of Registrants as Specified in Charter)
----------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrants)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:__________
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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(5) Total fee paid: _______________________________________________
[ ] Fee previously paid with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
(1) Amount previously paid:____________________________
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(4) Date filed:_______________________________________
EXCELSIOR DIRECTIONAL HEDGE FUND OF FUNDS (TI), LLC
225 HIGH RIDGE ROAD
STAMFORD, CT 06905
JULY 10, 2009
Dear Member:
On behalf of the Board of Managers (the "Board") of Excelsior
Directional Hedge Fund of Funds (TI), LLC (the "Fund"), it is my pleasure to
invite you to attend a Special Meeting (the "Meeting") of Members of the Fund
("Members"). The Meeting will be held at 11:00 a.m. (Eastern Daylight Time) on
August 7, 2009, at the offices of the Fund, 225 High Ridge Road, Stamford,
Connecticut 06905. The formal notice of the Meeting and related materials are
enclosed.
At the Meeting, Members will vote on a proposal to elect five nominees
proposed by the Board to serve as Managers of the Fund. The nominees are also
standing for election to serve as members of the Board of Managers of Excelsior
Directional Hedge Fund of Funds Master Fund, LLC, in which the Fund invests
substantially all of its assets. The Board unanimously recommends that you vote
"FOR" the election of each of the nominees.
The enclosed Proxy Statement, which you should read carefully,
provides you with information about the proposal and solicits your proxy to be
voted on the proposal at the Meeting.
You may vote at the Meeting if you were a Member of record of the Fund
as of the close of business on June 8, 2009. If you attend the Meeting, you may
vote in person. If you would like to attend the Meeting, you may obtain
directions by calling 1-866-921-7951. However, whether or not you intend to
attend the Meeting, you can vote in one of three ways: (i) by signing and
returning the enclosed proxy card in the enclosed prepaid envelope; (ii) via the
Internet at www.proxyvote.com and following the on-screen directions; or (iii)
by using your touch-tone telephone. (Please see the enclosed information, as
well as your proxy card, for additional instructions on how to vote.) If you
vote by Internet or by telephone, you do not need to mail your proxy card. If
after voting you want to change your vote, you may do so by attending the
Meeting, by submitting a new proxy card, or submitting a new vote by touch-tone
telephone or the Internet.
Please feel free to call us at 1-866-921-7951 if you have any
questions regarding voting procedures.
IT IS IMPORTANT THAT YOUR VOTE BE REPRESENTED. PLEASE MARK, SIGN AND
DATE THE ENCLOSED PROXY CARD AND RETURN IT IN THE ENVELOPE PROVIDED BY MAIL OR
VOTE USING THE INTERNET OR TOUCH-TONE TELEPHONE.
Thank you for your confidence and support.
Very truly yours,
EXCELSIOR DIRECTIONAL HEDGE
FUND OF FUNDS (TI), LLC
/s/ Spencer N. Boggess
--------------------------------
Name: Spencer N. Boggess
Title: Chief Executive Officer
EXCELSIOR DIRECTIONAL HEDGE FUND OF FUNDS (TI), LLC
225 HIGH RIDGE ROAD
STAMFORD, CT 06905
NOTICE OF SPECIAL MEETING OF MEMBERS
TO BE HELD ON AUGUST 7, 2009
To Members:
A Special Meeting of Members ("Members") of Excelsior Directional
Hedge Fund of Funds (TI), LLC (the "Fund") will be held on August 7, 2009, at
11:00 a.m. (Eastern Daylight Time) at the offices of the Fund, 225 High Ridge
Road, Stamford, Connecticut 06905 (the "Meeting").
The Meeting is called for the following purposes:
1. to elect five persons to serve as members of the Board of
Managers of the Fund (the "Board"); and
2. to transact such other business as may properly come before
the Meeting.
The proposal is discussed in greater detail in the accompanying Proxy
Statement.
You may vote at the Meeting if you were a Member of record of the Fund
as of the close of business on June 8, 2009. If you attend the Meeting, you may
vote in person. If you would like to attend the Meeting, you may obtain
directions by calling 1-866-921-7951. Members who do not expect to attend the
Meeting are urged to vote in one of three ways: (i) by signing and returning the
enclosed proxy card in the enclosed prepaid envelope; (ii) via the Internet at
www.proxyvote.com and following the on-screen directions; or (iii) by using your
touch-tone telephone. Signed but unmarked proxy cards will be counted in
determining whether a quorum is present at the Meeting and will be voted "FOR"
each of the persons nominated to serve as members of the Board and in the
discretion of the persons named as proxies in connection with any matter which
may properly come before the Meeting or any adjournment thereof.
The Proxy Statement accompanying this Notice is also available along
with the proxy card and any other proxy materials at www.proxyvote.com by
entering the control number that appears on your proxy card.
The Fund will furnish, without charge, copies of its most recent
annual report to Members upon request. To request a copy, please call
1-866-921-7951 or write to Excelsior Directional Hedge Fund of Funds (TI), LLC,
225 High Ridge Road, Stamford, Connecticut 06905. You may also view or obtain
these documents from the Securities and Exchange Commission (the "SEC") (i) in
person: at the SEC's Public Reference Room in Washington, D.C., (ii) by phone:
1-800-SEC-0330, (iii) by mail: Public Reference Section, Securities and Exchange
Commission, 100 F Street, N.E., Washington, D.C. 20549 (duplicating fee
required), (iv) by e-mail: publicinfo@sec.gov, or (v) by Internet: www.sec.gov.
If you have any questions, please call the Fund at 1-866-921-7951.
By Order of the
Board of Managers
EACH MEMBER'S VOTE IS IMPORTANT. THE MEETING MAY BE ADJOURNED WITHOUT CONDUCTING
ANY BUSINESS IF A QUORUM IS NOT PRESENT. IN THAT EVENT, THE FUND WILL CONTINUE
TO SOLICIT PROXIES IN AN ATTEMPT TO OBTAIN A QUORUM.
YOUR VOTE COULD BE CRITICAL TO ENABLE THE FUND TO HOLD THE MEETING AS SCHEDULED,
SO PLEASE VOTE IN ONE OF THREE WAYS: (I) BY SIGNING AND RETURNING THE ENCLOSED
PROXY CARD IN THE ENCLOSED PREPAID ENVELOPE; (II) VIA THE INTERNET AT
WWW.PROXYVOTE.COM AND FOLLOWING THE ON-SCREEN DIRECTIONS; OR (III) BY USING YOUR
TOUCH-TONE TELEPHONE. PLEASE SEE YOUR PROXY CARD FOR ADDITIONAL INSTRUCTIONS ON
HOW TO VOTE.
EXCELSIOR DIRECTIONAL HEDGE FUND
OF FUNDS (TI), LLC
225 HIGH RIDGE ROAD
STAMFORD, CT 06905
SPECIAL MEETING OF MEMBERS
TO BE HELD ON AUGUST 7, 2009
- --------------------------------------------------------------------------------
PROXY STATEMENT
- --------------------------------------------------------------------------------
This Proxy Statement is being furnished to members ("Members") of
Excelsior Directional Hedge Fund of Funds (TI), LLC (the "Fund") by the Board of
Managers of the Fund (the "Board"). The Board is requesting your proxy for use
at a Special Meeting of Members (the "Meeting") to be held at the offices of the
Fund, 225 High Ridge Road, Stamford, Connecticut 06905, on August 7, 2009, at
11:00 a.m. (Eastern Daylight Time). Your proxy may also be voted at any
adjournment of the Meeting.
In addition to soliciting proxies by mail, officers of U.S. Trust
Hedge Fund Management, Inc., the Fund's manager ("USTHFM"), and personnel of
USTHFM's affiliates may solicit proxies by telephone or in person, without
special compensation. USTHFM has retained Broadridge, a third party solicitor,
to solicit proxies from Members. Broadridge may solicit proxies in person, by
Internet or by telephone. The fee and expenses of the proxy solicitor, as well
as all other costs associated with the solicitation of proxies and of the
Meeting, are being paid by the Fund. The Fund expects to pay approximately
$5,000 to Broadridge in connection with the solicitation.
At the Meeting, Members will vote to elect five persons to serve as
members of the Board (the "Proposal"). The nominees are also standing for
election as members of the Board of Managers of Excelsior Directional Hedge Fund
of Funds Master Fund, LLC (the "Master Fund"), in which the Fund invests
substantially all of its assets.
All properly executed proxies received before the Meeting will be
voted at the Meeting and any adjournment thereof in accordance with the
instructions marked thereon or otherwise as provided therein. IF NO INSTRUCTIONS
ARE MARKED, PROXIES WILL BE VOTED "FOR" THE PROPOSAL AND WILL BE VOTED IN
ACCORDANCE WITH THE JUDGMENT OF THE PERSONS APPOINTED AS PROXIES ON ANY OTHER
MATTER THAT MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.
Members who execute proxies retain the right to revoke them in person at the
Meeting or by written notice received by the Fund at any time before they are
voted. Proxies voted by telephone or over the Internet may be revoked at any
time before they are voted in the same manner that proxies voted by mail may be
revoked. In addition, any Member who attends the Meeting in person may vote by
ballot at the meeting, thereby canceling any proxy previously given. See "Voting
Information - Revocation of Proxies and Abstentions."
If a quorum is not present at the Meeting or if a quorum is present
but sufficient votes to approve a proposal are not received, the persons named
as proxies may propose one or
i
more adjournments of the Meeting to permit further solicitation of proxies. See
"Voting Information - Adjournments."
The close of business on June 8, 2009 has been fixed as the record
date (the "Record Date") for the determination of Members entitled to notice of
and to vote at the Meeting and any adjournment.
Each Member is entitled to cast a number of votes equivalent to such
Member's investment percentage(1) in the Fund as of the Record Date. As of the
close of business on the Record Date, the aggregate capital account balances of
all Members was $312,912,585.76.
This Proxy Statement is first being mailed to Members on or about July
10, 2009.
Copies of the Fund's most recent annual report are available upon
request, without charge, by calling 1-866-921-7951 or by writing to Excelsior
Directional Hedge Fund of Funds (TI), LLC, 225 High Ridge Road, Stamford,
Connecticut 06905. You may also view or obtain these documents from the
Securities and Exchange Commission (the "SEC") (i) in person: at the SEC's
Public Reference Room in Washington, D.C., (ii) by phone: 1-800-SEC-0330, (iii)
by mail: Public Reference Section, Securities and Exchange Commission, 100 F
Street, N.E., Washington, D.C. 20549 (duplicating fee required), (iv) by e-mail:
publicinfo@sec.gov, or (v) by Internet: www.sec.gov.
To the knowledge of the Fund, the following are the only persons who
owned of record or beneficially, five percent or more of the interests of any
class of the Fund ("Interests"), as of the Record Date:
- ------------------------------- ------------------------- ---------------------
NAME AND ADDRESS OF BENEFICIAL AMOUNT OF INTERESTS PERCENTAGE OF
OWNER OUTSTANDING INTERESTS
- ------------------------------ ------------------------- --------------------
NB Funding Company LLC $20,336,458.98 6.499%
100 N. Tryon Street
Charlotte, North Carolina 28255
- ----------------------------- ------------------------- --------------------
Bank of America, N.A. $18,491,059.64 5.909%
Trustee for the B of A
Pension Plan for
Legacy U.S. Trust
700 Louisiana Street, 7th Floor
Houston, Texas 77002
- ---------------------------- ------------------------- --------------------
As of March 31, 2009, the officers and Managers of the Fund as a group
beneficially owned less than 1% of the outstanding Interests.
- -----------------------------
(1) An investment percentage is established for each Member on the Fund's books
as of the first day of each fiscal period. The investment percentage of each
Member as of the Record Date was established as of June 1, 2009 and was
determined by dividing the balance of each Member's capital account as of such
date by the sum of the balances of capital accounts of all Members as of that
date. The sum of the investment percentages of all Members for each fiscal
period equals 100%. This means that, if a Member's investment percentage is
1.1%, such Member will have the right to vote the equivalent of 1.1 votes out of
a total of 100 votes entitled to be voted by all Members.
-ii-
TABLE OF CONTENTS
PAGE
I. Proposal for Member Approval...........................................1
Election of Managers...................................................1
II. Voting Information....................................................11
III. Other Matters and Additional Information..............................11
-iii-
I. PROPOSAL FOR MEMBER APPROVAL.
ELECTION OF MANAGERS
At the Meeting, Members will vote on a proposal to elect five persons
nominated by the Board to serve as Managers. The nominees are: Alan Brott, John
C. Hover II, Victor F. Imbimbo, Jr., Stephen V. Murphy and Thomas G. Yellin.
Messrs. Imbimbo and Murphy, who are not "interested persons," as defined by the
Investment Company Act of 1940, as amended (the "1940 Act"), of the Fund (the
"Independent Managers"), currently serve as Managers of the Fund. They each have
served in such positions since the Fund's inception. Messrs. Brott, Hover and
Yellin currently serve as members of the boards of managers of certain funds
that are advised by affiliates of USTHFM. If elected, each of Messrs. Brott,
Hover and Yellin would be an Independent Manager of the Fund. Mr. Gene
Bernstein, who currently serves as an Independent Manager of the Fund, has
determined not to stand for election and will cease to serve as a Manager
effective upon the election of Managers at the Meeting.
The provisions of the 1940 Act require that a majority of the Managers
be elected by Members and allow the appointment of a new Manager by the Board to
fill a vacancy on the Board only if, after such appointment, at least two-thirds
of the Managers have been elected by Members. Therefore, in order for Messrs.
Brott, Hover and Yellin to serve as Managers, they are required to be elected by
Members.
The persons named as proxies on the accompanying proxy card intend, in
the absence of contrary instructions, to vote all proxies they are entitled to
vote in favor of the election of the five nominees named above. The nominees
each have consented to stand for election and to serve if elected. If elected, a
nominee will serve for a term of indefinite duration until his successor is
elected and qualified, or his earlier death, resignation or removal, or until
declared bankrupt or incompetent by a court of appropriate jurisdiction. If any
nominee should be unable to serve, an event that is not now anticipated, the
persons named as proxies will vote for such replacement nominee as may be
designated by the Board.
The Fund pursues its investment objective by investing substantially
all of its assets in the Master Fund, which has the same investment objective
and substantially the same investment policies as the Fund and, like the Fund,
is registered under the 1940 Act as a closed-end management investment company.
Messrs. Bernstein, Imbimbo and Murphy currently serve on the Board of Managers
of the Master Fund (the "Master Fund Board"). A meeting of members of the Master
Fund has been called for August 7, 2009. At that meeting members of the Master
Fund (including the Fund) will vote for the election of managers of the Master
Fund. The same five persons who have been nominated for election as Managers of
the Fund have been nominated by the Master Fund Board for election as managers
of the Master Fund. With respect to these nominations to the Master Fund Board,
the Board will vote the Fund's interest in the Master Fund for each nominee for
election to the Master Fund Board in the same proportion as votes are cast by
Members at the Meeting for the election of such nominee to the Board.
The Board of Managers of Excelsior Directional Hedge Fund of Funds
(TE), LLC, an entity as to which USTHFM also serves as investment manager and
that indirectly invests substantially all of its assets in the Master Fund (the
"TE Fund"), has also nominated
1
Messrs. Brott, Hover, Imbimbo, Murphy and Yellin for election as managers of the
TE Fund. The TE Fund will vote its indirect interest in the Master Fund for each
nominee proposed for election to the Master Fund Board in the same proportion as
votes are cast by the TE Fund's members for the election of such nominee to the
Board of Managers of the TE Fund.
Information regarding the nominees, including brief biographical
information, is set forth below.
INDEPENDENT MANAGER NOMINEES
- -----------------------------------------------------------------------------------------------------------------------
(2) (3)
Position(s) Term of (4) (5)
Held Office/ Principal Occupation(s) Number of Portfolios
(1) with the Length of During Past 5 Years and Other in fund Complex*
Name, Address and Age Fund Time Served Directorships Held Overseen
- ------------------------- ---------- ----------- ------------------------------ --------------------
Alan Brott N/A N/A Consultant, since October 1991; 5
c/o Excelsior Directional Associate Professor, Columbia
Hedge Fund of Funds University Graduate School of
(TI), LLC Business, since 2000; Various
225 High Ridge Road positions with Ernst & Young for
Stamford, CT 06905 over 20 years.
(Born 1942)
John C. Hover II N/A N/A Former Executive Vice President of 5
c/o Excelsior Directional U.S. Trust Company (retired since
Hedge Fund of Funds 1998). Mr. Hover serves as chairman
(TI), LLC of the board of managers of
225 High Ridge Road Excelsior Venture Investors III,
Stamford, CT 06905 LLC and Excelsior Venture Partners
(Born 1943) III, LLC. He also serves on the
board of directors of Tweedy,
Browne Fund, Inc.
Victor F. Imbimbo, Jr. Manager Term - President and CEO of Caring Today, 5
c/o Excelsior Directional Indefinite; LLC., the publisher of Caring Today
Hedge Fund of Funds Length - Magazine, the leading information
(TI), LLC since April resource within the family
225 High Ridge Road 2007 caregivers market. Prior to this,
Stamford, CT 06905 Mr. Imbimbo was Executive Vice
(Born 1952) President of TBWA\New York and
President for North America with
TBWA/WorldHealth, a division of
TBWA Worldwide, where he directed
consumer marketing program development
for healthcare companies primarily
within the pharmaceutical industry.
Stephen V. Murphy Manager Term - President of S.V. Murphy & Co., 5
c/o Excelsior Directional Indefinite; Inc., an investment banking firm.
Hedge Fund of Funds Length - since He also serves on the board of
(TI), LLC April 2007 directors of The First of Long
225 High Ridge Road Island Corporation, The First
Stamford, CT 06905 National Bank of Long Island and
(Born 1945) Bowne & Co., Inc.
2
INDEPENDENT MANAGER NOMINEES
- -----------------------------------------------------------------------------------------------------------------------
(2) (3)
Position(s) Term of (4) (5)
Held Office/ Principal Occupation(s) Number of Portfolios
(1) with the Length of During Past 5 Years and Other in fund Complex*
Name, Address and Age Fund Time Served Directorships Held Overseen
- ------------------------- ---------- ----------- ------------------------------ --------------------
Thomas G. Yellin N/A N/A President, The Documentary Group 5
c/o Excelsior Directional since December 2002; Executive
Hedge Fund of Funds Producer, ABC News from August 1989
(TI), LLC to December 2002.
225 High Ridge Road
Stamford, CT 06905
(Born 1954)
* The "Fund Complex" consists of the Fund, the TE Fund, the Master Fund,
Excelsior Venture Partners III, LLC and Excelsior Venture Investors III, LLC.
Set forth below is the name and certain biographical information for
the Fund's and the Master Fund's other executive officers, as reported by them
to the Fund.
OFFICERS OF THE FUND
- -----------------------------------------------------------------------------------------------------------------------
INDEPENDENT MANAGER NOMINEES
- -----------------------------------------------------------------------------------------------------------------------
(2) (3)
Position(s) Term of (4) (5)
Held Office/ Principal Occupation(s) Number of Portfolios
(1) with the Length of During Past 5 Years and Other in fund Complex*
Name, Address and Age Fund Time Served Directorships Held Overseen
- ------------------------- ---------- ----------- ------------------------------ --------------------
Spencer Boggess Chief Term - Managing Director, Alternative N/A
One Bryant Park Executive Indefinite; Investment Asset Management, Bank
New York, NY 10036 Officer Length - of America (7/07 to present);
(Born 1967) since April President and Chief Executive
2007 Officer of USTHFM and Portfolio
Manager of the Master
Fund (7/03 to
present).
Steven L. Suss Chief Term - Managing Director, Alternative N/A
225 High Ridge Road Financial Indefinite; Investment Asset Management, Bank
Stamford, CT 06905 Officer and Length - of America (7/07 to present);
(Born 1960) Treasurer since April Director, Chief Financial Officer
2007 and Treasurer (10/07 to present)
and Senior Vice President (6/07 to
present) of USTHFM; Director (4/07
to 5/08), Senior Vice President
(7/07 to 5/08), and President (4/07
to 6/07) of UST Advisers, Inc.;
Senior Vice President of U.S.
Trust's Alternative Investment
Division (4/07 to 6/07); Chief
Financial Officer and Chief
Compliance Officer, Heirloom
Capital Management, L.P. (5/02 to
9/06).
Mohan Badgujar Chief Term - Director, Alternative Investment N/A
One Bryant Park Operating Indefinite; Asset Management, Bank of America
New York, NY 10036 Officer Length - (7/07 to present); Vice President
(Born 1958) since April of USTHFM (10/05 to present);
2007 Managing Partner of Blue Hill
Capital Partners LLC (10/03
3
to 10/05) (Registered Investment
Adviser).
Marina Belaya Secretary Term - Assistant General Counsel, Bank of N/A
114 W. 47th Street Indefinite; America (7/07 to present); Vice
New York, NY 10036 Length - President and Senior Attorney of
(Born 1967) since April U.S. Trust (2/06 to 6/07); Vice
2007 President, Corporate Counsel,
Prudential Financial (4/05 to
1/06); Associate, Schulte Roth &
Zabel LLP (9/02 to 3/05).
Robert M. Zakem Chief Term - GWIM Risk and Compliance Senior N/A
2 World Financial Center Compliance Indefinite; Executive, Bank of America Corp.
37th Floor Officer Length - (3/09 to present); Managing
New York, NY 10281 since June Director, Business Risk Management,
(Born 1958) 2009 Merrill Lynch & Co., Inc. (8/06 to
2/09); Executive Director, Head of
Fund Services - US, UBS Financial
Services, Inc. (12/04 to 7/06);
Senior Vice President and General
Counsel, AIG SunAmerica Asset
Management Corp. (4/93 to 11/04).
BOARD MEETINGS AND COMMITTEES.
The only standing committee of the Board is the Audit Committee.
Currently, the members of the Audit Committee are: Gene M. Bernstein, Victor F.
Imbimbo, Jr., and Stephen V. Murphy. Mr. Bernstein serves as the chair of the
Audit Committee. If they are elected to the Board, Messrs. Brott, Hover and
Yellin will serve as members of the Audit Committee, and a new chair of the
Audit Committee will be designated by the Audit Committee. The Board has adopted
a written charter for the Audit Committee. The Fund does not provide the Audit
Committee charter on a website, but a copy of the Audit Committee charter is
attached to this Proxy Statement as Exhibit 1.
The function of the Audit Committee, pursuant to its adopted written
charter, most recently revised and approved by the Board on March 30, 2007, is
to provide oversight responsibility with respect to: (a) the adequacy of the
Fund's accounting and financial reporting processes, policies and practices; (b)
the integrity of the Fund's financial statements and the independent audit
thereof; (c) the adequacy of the Fund's overall system of internal controls and,
as appropriate, the internal controls of certain service providers; (d) the
Fund's compliance with certain legal and regulatory requirements; (e)
determining the qualification and independence of the Fund's independent
auditors; and (f) the Fund's internal audit function.
The Master Fund Board has an Audit Committee comprised of the managers
of the Master Fund who are not "interested persons," as defined in the 1940 Act,
of the Master Fund (the "Master Fund Independent Managers"), with substantially
the same responsibilities and substantially the same Audit Committee charter as
that of the Fund.
During the most recent fiscal year of the Fund and the Master Fund,
which ended on March 31, 2009, the Board and the Master Fund Board held four
regular meetings and one special meeting and the Audit Committee of the Board
and of the Master Fund Board held four meetings. Each Manager and member of the
Master Fund Board attended at least 75% of the total number of meetings of the
Board and the Master Fund Board, respectively, and, if a
4
member of the Audit Committee of the Board or the Master Fund Board, of the
Audit Committee, held during the fiscal year (or during the Manager's period of
service if not a Manager for the full fiscal year).
The Board does not have a standing nominating committee or a
nominating committee charter, because the Board generally is required to
consider nominations only in special circumstances, such as the nomination of a
candidate by a Member (as described below), or in the event of a vacancy or
other inability to serve by an existing Manager. In such circumstances, all of
the Independent Managers will serve as the nominating committee and will
identify potential nominees through their network of contacts and may also
engage, if they deem appropriate, a professional search firm. The Independent
Managers will meet to discuss and consider such candidates' qualifications and
then choose a candidate by majority vote. The Independent Managers will
consider, among other factors: whether or not the person is an "interested
person," as defined in the 1940 Act, of the Fund, and whether the person is
otherwise qualified under applicable laws and regulations to serve as a Manager;
whether or not the person has any relationships that might impair his or her
independence, such as any business, financial or family relationships with Fund
management, USTHFM, service providers or their affiliates; the contribution
which the person can make to the Board, with consideration being given to the
person's business and professional experience, education and such other factors
as the Independent Managers may consider relevant; and the character and
integrity of the person.
As noted above, the nominating committee (when assembled) may consider
nominees recommended by Members. Members who wish to recommend a nominee should
send such recommendations to the Secretary of the Fund that include all
information relating to such person that is required to be disclosed in
solicitations of proxies for the election of Managers. A recommendation must be
accompanied by a written consent of the individual to stand for election if
nominated by the Board and to serve if elected.
The Master Fund Board does not have a standing nominating committee or
a nominating committee charter for the same reasons set forth above with respect
to the Board, and will consider the same factors in connection with nominations
for the Master Fund Independent Managers as the Board does with respect to
nominations for Independent Managers. In the event that such a committee is
required, the Master Fund Independent Managers will meet and make analogous
considerations with respect to Master Fund Board nominees, and members of the
Master Fund who wish to recommend a nominee should send such recommendations to
the Master Fund's secretary containing all requisite information and an
analogous written consent of the individual nominees.
REPORT OF THE AUDIT COMMITTEE OF THE FUND.
In discharging its duties, during the 2009 fiscal year, the Audit
Committee has met with and held discussions with Fund management and with the
Fund's independent registered public accounting firm, PricewaterhouseCoopers LLP
("PwC"). PwC has represented that the Fund's financial statements were prepared
in accordance with generally accepted accounting principles. The Audit Committee
also discussed with PwC the matters required to be discussed by Statement on
Auditing Standards No. 61 (Communications with Audit Committees). PwC provided
to the Audit Committee the written disclosures required by Public Company
Accounting Oversight Board Rule 3526, COMMUNICATION WITH AUDIT COMMITTEES
5
CONCERNING INDEPENDENCE, and the Audit Committee discussed with representatives
of PwC their firm's independence with respect to the Fund.
Members are reminded, however, that the members of the Audit Committee
are not professionally engaged in the practice of auditing or accounting.
Members of the Audit Committee rely without independent verification on the
information provided to them and on the representations made by management and
PwC. Accordingly, the Audit Committee's oversight does not provide an
independent basis to determine that management has maintained appropriate
accounting and financial reporting principles or appropriate internal controls
and procedures designed to assure compliance with accounting standards and
applicable laws and regulations. Furthermore, the Audit Committee's
considerations and discussions referred to above do not assure that the audit of
the Fund's financial statements has been carried out in accordance with
generally accepted auditing standards, that the financial statements are
presented in accordance with generally accepted accounting principles or that
the Fund's auditors are, in fact, "independent."
Based on the Audit Committee's review and discussions of the audited
financial statements of the Fund for the fiscal year ended March 31, 2009 with
Fund management and PwC, the Audit Committee approved the inclusion of the
audited financial statements of the Fund for the fiscal year ended March 31,
2009 in the Fund's Annual Report.
AUDIT COMMITTEE OF THE FUND.
Gene M. Bernstein
Victor F. Imbimbo, Jr.
Stephen V. Murphy
REPORT OF THE AUDIT COMMITTEE OF THE MASTER FUND.
In discharging its duties, during the 2009 fiscal year, the Master
Fund Board's Audit Committee has met with and held discussions with Master Fund
management and with the Master Fund's independent registered public accounting
firm, PwC. PwC has represented that the Master Fund's financial statements were
prepared in accordance with generally accepted accounting principles. The Master
Fund Board's Audit Committee also discussed with PwC the matters required to be
discussed by Statement on Auditing Standards No. 61 (Communications with Audit
Committees). PwC provided to the Master Fund Board's Audit Committee the written
disclosures required by Public Company Accounting Oversight Board Rule 3526,
COMMUNICATION WITH AUDIT COMMITTEES CONCERNING INDEPENDENCE, and the Master Fund
Board Audit Committee discussed with representatives of PwC their firm's
independence with respect to the Master Fund.
Based on the Master Fund Board's Audit Committee's review and
discussions of the audited financial statements of the Master Fund for the
fiscal year ended March 31, 2009 with Master Fund management and PwC, the Master
Fund Board's Audit Committee approved the inclusion of the audited financial
statements of the Master Fund for the fiscal year ended March 31, 2009 in the
Master Fund's Annual Report.
6
AUDIT COMMITTEE OF THE MASTER FUND.
Gene M. Bernstein
Victor F. Imbimbo, Jr.
Stephen V. Murphy
MANAGER COMPENSATION.
The following table sets forth certain information regarding the
compensation received by the nominees who currently serve as Independent
Managers for the fiscal year ended March 31, 2009 from the Fund and from the
Fund Complex. No compensation is paid by the Fund to Managers who are
"interested persons," as defined by the 1940 Act, of the Fund.
BOARD COMPENSATION TABLE
(3) (5)
(2) PENSION OR RETIREMENT (4) TOTAL COMPENSATION
(1) AGGREGATE BENEFITS ACCRUED AS ESTIMATED ANNUAL FROM FUND AND FUND
NAME OF PERSON, COMPENSATION PART OF FUND BENEFITS UPON COMPLEX PAID TO
POSITION FROM FUND EXPENSES RETIREMENT MANAGERS*
- ---------------- --------------- ----------------------- ---------------- ---------------------
Victor F. Imbimbo, $3,000.00 $0 $0 $53,750.00 (5)
Jr., Manager
Stephen V. Murphy, $3,000.00 $0 $0 $54,750.00 (5)
Manager
* The total compensation paid to such persons by the Fund and Fund Complex for
the fiscal year ended March 31, 2009. The parenthetical number represents the
number of investment companies (including the Fund) from which such person
receives compensation. As of March 31, 2009, the "Fund Complex" consisted of the
Fund, the TE Fund, the Master Fund, Excelsior Venture Partners III, LLC and
Excelsior Venture Investors III, LLC.
Currently, the Fund pays to each of the Independent Managers a per
meeting fee of $500 for attendance at quarterly or special meetings of the Board
(whether telephonic or in-person). The Master Fund pays to each of the Master
Fund Independent Managers a per meeting fee of $2,000 for attendance at
in-person quarterly or special meetings of the Master Fund Board and a per
meeting fee of $1,000 for attendance at telephonic meetings of the Master Fund
Board. The members of the Audit Committee receive a per meeting fee of $1,000
for attendance at meetings of the Audit Committee. In addition, each Independent
Manager receives an annual retainer in the total amount of $10,000 ($11,000 for
the chairman of the Audit Committee) from the Fund, the Master Fund and the TE
Fund, and the Fund reimburses the Independent Managers for their reasonable
out-of-pocket expenses. The Managers do not receive any pension or retirement
benefits from the Fund.
7
NOMINEE EQUITY OWNERSHIP.
The following table sets forth, as of March 31, 2009, with respect to
each nominee, certain information regarding the beneficial ownership of equity
securities of the Fund and of all registered investment companies overseen by
the nominee, if elected, within the same family of investment companies as the
Fund.
(3)
(2) AGGREGATE DOLLAR RANGE OF EQUITY
DOLLAR RANGE OF SECURITIES OF ALL FUNDS OVERSEEN OR
(1) EQUITY SECURITIES TO BE OVERSEEN BY NOMINEE IN FAMILY
NAME OF NOMINEE OF THE FUND OF INVESTMENT COMPANIES*
--------------- ----------- ------------------------
Alan Brott None None
John C. Hover II None None
Victor F. Imbimbo, Jr. None None
Stephen V. Murphy Over $100,000 Over $100,000
Thomas G. Yellin None None
* As of March 31, 2009, the "family of investment companies" consisted of the
Fund, the Master Fund and the TE Fund.
As of March 31, 2009, none of the Independent Managers or nominees for
election as managers, nor the immediate family members of the Independent
Managers or nominees, beneficially owned or owned of record securities of USTHFM
or Banc of America Investment Services, Inc., which serves as the Fund's
placement agent (the "Placement Agent"), or of any persons directly or
indirectly controlling, controlled by or under common control with USTHFM or the
Placement Agent.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE.
Section 16(a) of the Securities Exchange Act of 1934 Act (the "1934
Act") and Section 30(h) of the 1940 Act, taken together, require the Managers,
beneficial owners of more than 10% of the equity securities of the Fund, USTHFM
and officers of the Fund ("Reporting Persons") to file with the SEC reports of
their ownership and changes in their ownership of the Fund's securities. The
Fund believes that each of the Reporting Persons who was a Reporting Person
during the fiscal year ended March 31, 2009 has complied with applicable filing
requirements. Similarly, the Fund believes that each of the members of the
Master Fund Board, beneficial owners of more than 10% of the equity securities
of the Master Fund, USTHFM and officers of the Master Fund ("Master Fund
Reporting Persons") who was a Master Fund Reporting Person during the fiscal
year ended March 31, 2009 has complied with applicable filing requirements.
INVESTMENT ADVISER, PLACEMENT AGENT AND ADMINISTRATOR.
USTHFM is a North Carolina corporation and is registered as an
investment adviser under the Investment Advisers Act of 1940, as amended. USTHFM
serves as the manager or investment adviser to registered investment companies
and private investment companies, including the TE Fund and the Master Fund, and
may, in the future, serve as an investment adviser of other registered and
private investment companies. The offices of USTHFM are located at 225 High
Ridge Road, Stamford, CT 06905, and its telephone number is 1-866-921-7951. Bank
of America Investment Services, Inc. serves as the Placement Agent.
8
The offices of the Placement Agent are located at 100 Federal Street, Boston, MA
02110. J.D. Clark & Co. (the "Administrator") provides accounting and certain
administrative and investor services to the Fund. The offices of the
Administrator are located at 2225 Washington Blvd, Suite 300, Ogden, Utah 84401.
INDEPENDENT PUBLIC ACCOUNTANTS.
The engagement of PwC as the independent registered public accounting
firm ("Independent Auditors") of the Fund and the Master Fund for the fiscal
year ending March 31, 2010 was approved by the Audit Committees of the Fund and
the Master Fund, and the selection of PwC was unanimously approved by the Board
and the Master Fund Board, including the separate vote of all of the Independent
Managers and Master Fund Independent Managers, respectively, at meetings of the
Audit Committees and the Board and Master Fund Board held on June 12, 2009. PwC,
with offices at 300 Madison Avenue, New York, New York 10017, has served in such
capacity since January 29, 2007.
During the fiscal years ended March 31, 2008 and 2009 and through the
date hereof, there were no disagreements between the Fund and the Master Fund
and PwC on any matter of accounting principle or practice, financial statement
disclosure, or auditing scope or procedure, which disagreements, if not resolved
to the satisfaction of PwC, would have caused PwC to make reference to the
subject matter of the disagreements in connection with its reports; and there
were no reportable events as defined in Item 304(a)(1)(iv) of Regulation S-K.
Since the Fund and the Master Fund comply with the provisions of Rule
32a-4 under the 1940 Act, they are not required to submit the selection of their
independent registered public accounting firm to members for ratification.
Representatives of PwC are not expected to be present at the Meeting,
but have been given an opportunity to make a statement if they so desire and
will be available should any matter arise requiring their presence.
AUDIT FEES.
For the fiscal years ended March 31, 2008 and March 31, 2009, the
aggregate fees billed by PwC for professional services rendered for the annual
audit of the Fund's financial statements were $38,000 and $39,900, respectively.
For the fiscal years ended March 31, 2008 and March 31, 2009, the
aggregate fees billed by PwC for professional services rendered for the annual
audit of the Master Fund's financial statements were $80,000 and $84,000,
respectively.
AUDIT-RELATED FEES.
For the fiscal years ended March 31, 2008 and March 31, 2009, there
were no fees billed by PwC for assurance and related services reasonably related
to the performance of the annual audit of the Fund's or the Master Fund's
financial statements.
9
During their regularly-scheduled periodic meetings, the Audit
Committees of the Fund and the Master Fund pre-approve all audit, audit-related,
tax and other services to be provided by the Independent Auditors to the Fund
and the Master Fund, respectively. Each 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.
TAX FEES.
For the fiscal years ended March 31, 2008 and March 31, 2009, the
aggregate fees billed by PwC for tax return preparation and other tax-related
services with respect to the Fund were $0 and $50,750, respectively.
For the fiscal years ended March 31, 2008 and March 31, 2009, the
aggregate fees billed by PwC for tax return preparation and other tax-related
services with respect to the Master Fund were $0 and $12,500, respectively.
ALL OTHER FEES.
For the fiscal years ended March 31, 2008 and March 31, 2009, there
were no fees billed by PwC for services provided to the Fund or the Master Fund
other than those described above.
AGGREGATE NON-AUDIT FEES.
For the fiscal years ended March 31, 2008 and March 31, 2009, the
non-audit fees billed by PwC for services rendered to: the Fund, the Master Fund
and USTHFM and any control person of USTHFM that provides ongoing services to
the Fund and the Master Fund were $0 and $15,000, respectively. All such
services provided to USTHFM and any such control person were pre-approved by
each of the Audit Committees of the Fund and the Master Fund.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SPECIAL
MEETING OF MEMBERS TO BE HELD ON AUGUST 7, 2009.
The following materials and information relating to this Proxy
Statement are available at www.proxyvote.com by entering the control number that
appears on your proxy card: (i) the Proxy Statement and accompanying Notice of
Special Meeting of Members; (ii) proxy cards and any other proxy materials;
(iii) information on how to obtain directions to attend the Meeting in person;
and (iv) a copy of the Fund's Annual Report to Members for the fiscal year ended
March 31, 2009.
REQUIRED VOTE AND MANAGERS' RECOMMENDATION.
Election of the nominees requires the affirmative vote of a plurality
of the votes present or represented by proxy at the Meeting and entitled to vote
on the election of the nominees.
THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU
VOTE "FOR" EACH OF THE NOMINEES
10
II. VOTING INFORMATION.
REVOCATION OF PROXIES AND ABSTENTIONS.
A Member giving a proxy may revoke it at any time before it is
exercised by: (i) submitting to the Fund a written notice of revocation; (ii)
submitting to the Fund a subsequently executed proxy in writing or via the
Internet; (iii) attending the Meeting and voting in person; or (iv) notifying
the Fund of revocation via Internet or by touch-tone telephone.
If a proxy (i) is properly executed and accompanied by instructions to
withhold authority to vote, or (ii) represents a nominee "non-vote" (that is, a
proxy from a broker or nominee indicating that such person has not received
instructions from the beneficial owner or other person entitled to vote on a
particular matter with respect to which the broker or nominee does not have
discretionary power to vote) (collectively, "abstentions"), the Interest
represented thereby will be considered to be present at the Meeting for purposes
of determining the existence of a quorum for the transaction of business. If a
proxy is properly executed and returned and is marked with an abstention, the
proxy will not be voted on any matter as to which the abstention applies.
Abstentions will have no effect on the outcome of voting on the Proposal.
QUORUM REQUIREMENTS.
A quorum of Members is necessary to properly convene the Meeting. If
Members holding Interests representing a majority of the total number of votes
eligible to be cast by all Members as of the Record Date are present in person
or by proxy at the Meeting, a quorum will exist.
ADJOURNMENTS.
If a quorum is not present at the Meeting or if a quorum is present
but sufficient votes to approve a proposal are not received, the persons named
as proxies may propose one or more adjournments of the Meeting to permit further
solicitation of proxies. Any adjournment will require the affirmative vote of a
majority of Members present in person or by proxy at the Meeting. If a quorum is
not present and an adjournment is proposed, the persons named as proxies will
vote those proxies which they are entitled to vote "FOR" all of the nominees in
favor of such adjournment, and will vote those proxies required to "WITHHOLD" on
any nominees against such adjournment. At any adjourned Meeting at which a
quorum is present, any business may be transacted which might have been
transacted at the Meeting originally called.
III. OTHER MATTERS AND ADDITIONAL INFORMATION.
OTHER BUSINESS AT THE MEETING.
The Board does not intend to bring any matters before the Meeting
other than as stated in this Proxy Statement and is not aware that any other
matters will be presented for action at the Meeting. If any other matters
properly come before the Meeting, it is the intention of the persons named as
proxies to vote on such matters in accordance with their best judgment, unless
specific restrictions have been given.
11
FUTURE MEMBER PROPOSALS.
Pursuant to rules adopted by the SEC under the 1934 Act, Members may
request inclusion in the Fund's proxy statement for a meeting of Members certain
proposals for action which they intend to introduce at such meeting. Any Member
proposals must be presented a reasonable time before the proxy materials for the
next meeting are sent to Members. The submission of a proposal does not
guarantee its inclusion in the proxy statement and is subject to limitations
under the 1934 Act. Because the Fund does not hold regular meetings of Members,
no anticipated date for the next meeting can be provided. Any Member wishing to
present a proposal for inclusion in the proxy materials for the next meeting of
Members should submit such proposal to the Fund at c/o U.S. Trust Hedge Fund
Management, Inc., 225 High Ridge Road, Stamford, Connecticut 06905.
COMMUNICATION WITH THE BOARD.
Members wishing to submit written communications to the Board should
send their communications to the Secretary of the Fund at its principal office.
Any such communications received will be reviewed by the Board at its next
regularly scheduled meeting.
APPRAISAL RIGHTS.
Members do not have any appraisal rights in connection with the
Proposal.
RESULTS OF VOTING.
Members will be informed of the results of voting at the Meeting in
the Fund's next semi-annual report, which will be sent to Members on or before
November 30, 2009.
EXPENSES.
All of the expenses of the Meeting, including the costs of
solicitation and the expenses of preparing, printing and mailing this Proxy
Statement and its enclosures, and the fee and expenses of the proxy solicitor,
are being paid by the Fund.
12
MEMBERS ARE REQUESTED TO MARK, DATE AND SIGN THE ENCLOSED PROXY CARD AND RETURN
IT IN THE ENCLOSED ENVELOPE, WHICH NEEDS NO POSTAGE IF MAILED IN THE UNITED
STATES. ADDITIONAL PROCEDURES YOU MAY USE TO VOTE ARE DESCRIBED ON THE ENCLOSED
PROXY CARD.
By Order of the Board of Managers
/s/ Spencer N. Boggess
----------------------------------
Name: Spencer N. Boggess
Title: Chief Executive Officer
Dated: July 10, 2009
13
EXHIBIT 1
AUDIT COMMITTEE CHARTER
EXCELSIOR DIRECTIONAL HEDGE FUND OF FUNDS MASTER FUND, LLC
EXCELSIOR DIRECTIONAL HEDGE FUND OF FUNDS (TI), LLC
EXCELSIOR DIRECTIONAL HEDGE FUND OF FUNDS (TE), LLC
June 3, 2003, as amended March 30, 2007
This charter sets forth the purpose, authority and
responsibilities of the Audit Committees of the Boards of Managers (the
"Boards") of Excelsior Directional Hedge Fund of Funds Master Fund, LLC,
Excelsior Directional Hedge Fund of Funds (TI), LLC and Excelsior Directional
Hedge Fund of Funds (TE), LLC (each, a "Company"), each a Delaware limited
liability company.
PURPOSES
The Audit Committee of each Board (each, a "Committee") has, as
its primary purpose, oversight responsibility with respect to: (a) the adequacy
of the Company's accounting and financial reporting processes, policies and
practices; (b) the integrity of the Company's financial statements and the
independent audit thereof; (c) the adequacy of the Company's overall system of
internal controls and, as appropriate, the internal controls of certain service
providers; (d) the Company's compliance with certain legal and regulatory
requirements; (e) determining the qualification and independence of the
Company's independent auditors; and (f) the Company's internal audit function.
AUTHORITY
Each Committee has been duly established by its Board and shall
have the resources and authority appropriate to discharge its responsibilities,
including the authority to retain counsel and other experts or consultants at
the expense of the applicable Company. Each Committee has the authority and
responsibility to retain and terminate the applicable Company's independent
auditors. In connection therewith, each Committee must evaluate the independence
of the applicable Company's independent auditors and receive the auditors'
specific representations as to their independence.
COMPOSITION AND TERM OF COMMITTEE MEMBERS
Each Committee shall be comprised of the Managers who are
"Independent Managers," which term shall mean each Manager (i) who is not an
"interested person," as defined in the Investment Company Act of 1940, as
amended, of the applicable Company; and (ii) who has not accepted directly or
indirectly any consulting, advisory, or other compensatory fee from the
applicable Company (other than fees for serving as a Manager or member of the
applicable Company's Audit Committee). The members of each Committee shall
designate one member to serve as Chairman of the respective Committee, with Mr.
Gene M. Bernstein serving as the initial Chairman of each Committee.
Exhibit 1 - 1
Each member of each Committee shall serve until a successor is
appointed.
The Board of each Fund shall determine whether each Committee has
at least one member who is an "audit committee financial expert," ("ACFE") as
such term is defined in the rules adopted under Section 407 of the
Sarbanes-Oxley Act of 2002. The designation of a person as an ACFE is not
intended to impose any greater responsibility or liability on that person than
the responsibility and liability imposed on such person as a member of the
respective Committee, nor does it decrease the duties and obligations of other
Committee members or the Board of each Fund.
MEETINGS
Each Committee shall meet on a regular basis and no less
frequently than semi-annually. Periodically, each Committee shall meet to
discuss with management the annual audited financial statements and semi-annual
financial statements of the respective Fund. Periodically, each Committee should
meet separately with management, the applicable Company's administrator and
independent auditors to discuss any matters that the Committee or any of these
persons or firms believe should be discussed privately. Each Committee may
request any officer or employee of the applicable Company's investment adviser
or the applicable Company's legal counsel (or counsel to the Independent
Managers of the Board) or independent auditors to attend a meeting of the
respective Committee or to meet with any members of, or consultants to, the
respective Committee.
Minutes of each meeting will be taken and circulated to all
members of the respective Committee in a timely manner.
Any action of the respective Committee requires the vote of a
majority of the respective Committee members present, whether in person or
otherwise, at the meeting at which such action is considered. At any meeting of
the respective Committee, two members of the respective Committee shall
constitute a quorum for the purpose of taking any action.
DUTIES AND POWERS AND OF THE COMMITTEE
The duties and powers of each Committee include, but are not
limited to, the following:
o bear direct responsibility for the appointment, compensation,
retention and oversight of the work of the applicable Company's
independent auditors (including resolution of disagreements between
management and the auditor regarding financial reporting) for the
purpose of preparing or issuing an audit report or performing other
audit, review or attest services for the applicable Company, and the
independent auditors must report directly to the respective Committee;
o set the compensation of the independent auditors, such amount to be
paid by the applicable Company;
o evaluate the independence of the applicable Company's independent
auditors and receive the auditors' specific representations as to
their independence;
Exhibit 1 - 2
o to the extent required by applicable law, pre-approve: (i) all audit
and non-audit services that the applicable Company's independent
auditors provide to the applicable Company, and (ii) all non-audit
services that the applicable Company's independent auditors provide to
the applicable Company's investment adviser and any entity
controlling, controlled by, or under common control with the
investment adviser that provides ongoing services to the applicable
Company, if the engagement relates directly to the operations and
financial reporting of the applicable Company;
o meet with the applicable Company's independent auditors, including
private meetings, as necessary to (i) review the arrangements for and
scope of the annual audit and any special audits; (ii) discuss any
matters of concern relating to the applicable Company's financial
statements, including any adjustments to such statements recommended
by the auditors, or other results of the audit; (iii) consider the
auditor's comments with respect to the applicable Company's financial
policies, procedures and internal accounting controls and management's
responses thereto; and (iv) review the form of opinion the auditors
propose to render to the Managers and the members of the applicable
Company;
o review reports prepared by the applicable Company's independent
auditors detailing the fees paid to the applicable Company's
independent auditors for: (i) audit services (includes all services
necessary to perform an audit, services provided in connection with
statutory and regulatory filings or engagements and other services
generally provided by independent auditors, such as comfort letters,
statutory audits, attest services, consents and assistance with, and
review of, documents filed with the Securities and Exchange Commission
(the "SEC")); (ii) audit-related services (covers assurance and due
diligence services, including, employee benefit plan audits, due
diligence related to mergers and acquisitions, consultations and
audits in connection with acquisitions, internal control reviews and
consultations concerning financial accounting and reporting
standards); (iii) tax services (services performed by a professional
staff in the accounting firm's tax division, except those services
related to the audit, including tax compliance, tax planning and tax
advice); and (iv) other services (includes financial information
systems implementation and design);
o ensure that the applicable Company's independent auditors prepare and
deliver annually to the applicable Committee a written statement (the
"Auditors' Statement") describing: (i) the auditors' internal quality
control procedures; (ii) any material issues raised by the most recent
internal quality control review or peer review of the auditors, or by
any inquiry or investigation by governmental or professional
authorities within the preceding five years respecting one or more
independent audits carried our by the auditors, and any steps taken to
deal with any such issues; and (iii) all relationships between the
independent auditors and the applicable Company, including each
non-audit service provided to the applicable Company and the matters
set forth in Independence Standards Board No. 1;
o receive and review a written report (or update, with respect to a
semi-annual filing), as of a date 90 days or less prior to the filing
of the applicable Company's annual (or semi-annual) report with the
SEC, to the applicable Committee from the applicable Company's
independent auditors regarding any: (i) critical accounting policies
to be used; (ii) alternative accounting treatments that have been
discussed with the applicable
Exhibit 1 - 3
Company's management along with a description of the ramifications of
the use of such alternative treatments and the treatment preferred by
the independent auditors; (iii) material written communications
between the auditor and management of the applicable Company; and (iv)
all non-audit services provided to any entity in the applicable
Company's investment company complex that were not pre-approved by the
applicable Committee;
o oversee the applicable Company's internal controls and annual and
semi-annual financial reporting process, including results of the
annual audit. Oversee internal accounting controls relating to the
activities of the applicable Company's custodian, investment adviser
and administrator through the periodic review of reports, discussions
with appropriate officers and consideration of reviews provided by
internal audit staff;
o meet with the applicable Company's internal auditors (or other
personnel responsible for the internal audit function) following an
internal audit of the applicable Company to discuss significant risks
and exposures, if any, to the applicable Company's risk management
processes and system of internal controls, and the steps taken to
monitor and minimize such risks;
o review of any issues brought to each Committee's attention by
independent auditors or the applicable Company's management, including
those relating to any deficiencies in the design or operation of
internal controls which could adversely affect the applicable
Company's ability to record, process, summarize and report financial
data, any material weaknesses in internal controls and any fraud,
whether or not material, that involves management or other employees
who have a significant role in the applicable Company's internal
controls;
o review and evaluate the qualifications, performance and independence
of the lead partner of the applicable Company's independent auditors;
o require the applicable Company's independent auditors to report any
instance of an audit partner of those auditors earning or receiving
compensation based on that partner procuring engagements with the
applicable Company to provide any services other than audit, review or
attest services;
o resolve any disagreements between the applicable Company's management
and independent auditors concerning the Company's financial reporting;
o to the extent there are Managers who are not members of the respective
Committee, report its activities to the respective full Board on a
regular basis and make such recommendations with respect to the above
and other matters as the applicable Committee may deem necessary or
appropriate;
o review the respective Committee's charter at least annually and
recommend any material changes to the respective Board; and
o review such other matters as may be appropriately delegated to the
respective Committee by the respective Board.
Exhibit 1 - 4
PROXY TABULATOR TO VOTE BY INTERNET
P.O. BOX 9112
FARMINGDALE, NY 11735 1) Read the Proxy Statement and have
the proxy card below at hand.
2) Go to website WWW.PROXYVOTE.COM
3) Follow the instructions provided on
the website.
TO VOTE BY TELEPHONE
1) Read the Proxy Statement and have
the proxy card below at hand.
2) Call 1-800-690-6903
3) Follow the instructions.
TO VOTE BY MAIL
1) Read the Proxy Statement.
2) Check the appropriate boxes on the
proxy card below.
3) Sign and date the proxy card.
4) Return the proxy card
in the envelope provided.
PLEASE DO NOT VOTE USING MORE THAN ONE METHOD
DO NOT MAIL YOUR PROXY CARD IF YOU VOTE BY
INTERNET OR TELEPHONE
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
M15825-P83256 KEEP THIS PORTION FOR YOUR RECORDS
- ----------------------------------------------------------------------------------------------------------
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY
EXCELSIOR DIRECTIONAL HEDGE FUND OF FUNDS (TI), LLC
THE BOARD OF MANAGERS RECOMMENDS A VOTE "FOR" FOR WITHHOLD FOR ALL To withhold authority to vote for
PROPOSAL 1. ALL ALL EXCEPT any individual nominee(s), mark "For All
Except" and write the name(s) of the
nominee(s) on the line below.
1. Election of Managers
NOMINEES [ ] [ ] [ ]
01) Alan Brott 04) Stephen V. Murphy
02) John C. Hover II 05) Thomas G. Yellin
03) Victor F. Imbimbo, Jr.
2. In their discretion on such other business as may properly come before the Meeting or any adjournment thereof.
If this proxy is properly executed and received by the Fund prior to the Meeting, the interests in the Fund
represented hereby will be voted in the manner directed on this proxy card. IF NO DIRECTIONS ARE GIVEN, THIS PROXY WILL
BE VOTED "FOR" PROPOSAL 1.
PLEASE MARK, SIGN AND DATE AND RETURN THIS PROXY CARD PROMPTLY, USING THE ENCLOSED ENVELOPE.
Please date and sign exactly as name appears on this proxy card. Individuals, joint tenants and IRA investors, please
sign exactly as name appears on this proxy card. With respect to entity investors, each person required to sign under
the investors's governing documents must sign. Executors, administrators, trustees, etc. should give their full title.
If more than one authorized signatory is required, each signatory should sign. If Interests in the Fund are held
jointly, each holder should sign.
- --------------------------------- --------- --------------------------------- ---------
Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
Important Notice Regarding the Availability of Proxy Materials
for the Special Meeting:
The Proxy Statement is available at www.proxyvote.com.
- -------------------------------------------------------------------------------
EXCELSIOR DIRECTIONAL HEDGE FUND OF FUNDS (TI), LLC
PROXY SOLICITED ON BEHALF OF THE
BOARD FO MANAGERS FOR THE
SPECIAL MEETING OF MEMBERS TO BE HELD ON AUGUST 7, 2009
The undersigned hereby appoints Steven L. Suss as proxy, with full power to
appoint one or more substitutes, and hereby authorizes him to represent and to
vote, as designated on the reverse side, the interest in Excelsior Directional
Hedge Fund of Funds (TI), LLC (the "Fund") held of record by the undersigned on
June 8, 2009 at the Special Meeting (the "Meeting") of Members of the Fund to be
held at the offices of the Fund, 225 High Ridge Road, Stamford, Connecticut
06905 on August 7, 2009 at 11:00 a.m. (Eastern Daylight Time) and at any and all
adjournments thereof, with all the powers the undersigned would possess if
personally present at such Meeting, and hereby revokes any proxies that may
previously have been given by the undersigned with respect to the interest in
the Fund covered hereby. I acknowledged receipt of the Notice of Special Meeting
of Members and the Proxy Statement dated July 10, 2009.
ONLY PROPERLY EXECUTED PROXIES RECEIVED BEFORE THE MEETING WILL BE VOTED AT THE
MEETING OR ANY ADJOURNMENT THEREOF.