SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant |X|
Filed by a Party other than the Registrant |_|
Check the appropriate box:
|_| Preliminary Proxy Statement
|_| CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
|_| Definitive Proxy Statement
|X| Definitive Additional Materials
|_| Soliciting Material Pursuant to Sec. 240.14a-12
BACAP Alternative Multi-Strategy Fund, LLC
(Name of Registrant as Specified In Its Charter)
---------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than Registrant)
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 transactions applies:
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):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
|_| Fee paid previously with preliminary materials.
|_| Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identity 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:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
- -------------------------------------------------------------- BACAP Alternative
Multi-Strategy Fund, LLC
To: Banc of America Investment Services Inc. ("BAI") representatives with
clients invested in BACAP Alternative Multi-Strategy Fund, LLC ("Registered
BACAP")
Attached is a copy of the proxy-related materials that your BAI clients
holding interests in Registered BACAP will be receiving in connection with
a proposed acquisition of Registered BACAP by Excelsior Directional Fund of
Hedge Funds (TI), LLC ("Directional TI"). Below is information intended to
provide you with guidance as to what you and your clients should be
expecting during the proxy period. All clients, regardless of how they wish
to vote their proxy, will need to certify their eligibility to participate
in the transaction.
WHAT MATERIALS WILL MY CLIENTS RECEIVE?
Clients will be receiving the attached proxy-related materials, which
will consist of the following:
o Cover letter with instructions
o Proxy Card (to be executed and returned to the address provided
below)
o Certification Documents (to be executed and returned to the
address provided below), consisting of:
o Investor Questionnaire ("Registered BACAP Investor
Certification")
o Requests clients to certify that they are still
Qualified Clients and are therefore eligible to
participate in the transaction
o Investor Certification ("Directional TI Investor
Certification," and together with Registered BACAP Investor
Certification, the "Certification Documents")
o Requests clients to agree to become members and be bound
by the terms of the LLC Agreement of Directional TI
o Copy of the Prospectus/Proxy Statement, including the Limited
Liability Company Agreement of Directional TI (Exhibit E), and
Statement of Additional Information
o Information about the proposed transaction and
registration statement for interests of Directional TI
WHAT ACTIONS ARE REQUIRED?
1. Clients are requested to vote on the proxy using the Proxy Card
and to execute the Certification Documents, which consist of:
o Registered BACAP Investor Certification
o Directional TI Investor Certification
NOTE: If additional copies of the proxy-related materials are
required, please send an email to AISolutions@BankofAmerica.com.
2. Return all original documents to the official Proxy Tabulator
so that they arrive before DECEMBER 18TH, 2008 (a self-addressed
postage-paid envelope is included in all packages):
Proxy Tabulator
PO Box 9123
Hingham MA 02043-9723
WHY IS THIS TRANSACTION BEING PROPOSED?
In an ongoing effort to build and maintain its platform of alternative
investment options, Alternative Investment Solutions ("AI Solutions")
has been evaluating its registered hedge funds. After a thorough
evaluation of the performance, cost of operation, level of investment
inflows, and duplication of investment strategies, AI Solutions has
concluded that the most appropriate choice for Registered BACAP is a
reorganization into Directional TI. The Board of Managers of Registered
BACAP, based on the recommendation of, and information provided by,
Alternative Investment Solutions and Registered BACAP's Adviser, Banc
of America Investment Advisors, Inc., has agreed to request and
recommend to Registered BACAP members the approval of a consolidation
with Directional TI.
WHAT IS THE TIMING OF THIS TRANSACTION?
The shareholder meeting to vote on the proposed transaction will take
place on December 18th, 2008. It is important that all investors return
the Certification Documents referenced above so that they arrive before
DECEMBER 18TH, 2008. If the proposed transaction is approved by
shareholders, the transaction is expected to close on March 31st, 2009.
WHAT SHOULD I DO IF I OR MY CLIENTS HAVE QUESTIONS ON THE PROXY VOTING
PROCESS OR TRANSACTION?
Any questions about the proxy voting process can be directed to
Alternative Investment Solutions Sales Support at 888.786.9977 or
AISolutions@BankofAmerica.com.
INSTRUCTIONS FOR GWIM INVESTMENT PROFESSIONAL USE ONLY --
CONFIDENTIAL -- DISTRIBUTION OR REPRODUCTION TO ANY OTHER AUDIENCE PROHIBITED
- -------------------------------------------------------------- BACAP Alternative
Multi-Strategy Fund, LLC
To: U.S. Trust representatives with clients invested in BACAP Alternative
Multi-Strategy Fund, LLC ("Registered BACAP")
Attached is a copy of the proxy-related materials that your U.S. Trust
clients holding interests in Registered BACAP will be receiving in
connection with a proposed acquisition of Registered BACAP by Excelsior
Directional Fund of Hedge Funds (TI), LLC ("Directional TI"). Below is
information intended to provide you with guidance as to what you and your
clients should be expecting during the proxy period. All of Registered
BACAP's investors with PACE accounts have designated Bank of America, N.A.
to vote proxies on their behalf. However, such investors will need to
certify their eligibility to participate in the transaction.
WHAT MATERIALS WILL MY CLIENTS RECEIVE?
Clients will be receiving the attached proxy-related materials, which
will consist of the following:
o Cover letter with instructions
o Certification Documents (to be executed and returned to the address
provided on the following page), consisting of:
o Investor Questionnaire ("Registered BACAP Investor Certification")
o Requests clients to certify that they are still Qualified
Clients and are therefore eligible to participate in the
transaction
o Investor Certification ("Directional TI Investor Certification," and
together with Registered BACAP Investor Certification, the
"Certification Documents")
o Requests clients to agree to become members and be bound by
the terms of the LLC Agreement of Directional TI
o Affiliated Fund Disclosure
o Copy of the Prospectus/Proxy Statement, including the Limited Liability
Company Agreement of Directional TI (Exhibit E), and Statement of
Additional Information
o Information about the proposed transaction and registration
statement for interests of Directional TI
o NOTE: As all U.S. Trust clients with PACE accounts have
designated Bank of America to vote proxies on their behalf,
NO official proxy ballot will be included with the copy of
the Prospectus/Proxy Statement.
WHAT ACTIONS ARE REQUIRED?
1. Complete and execute the Certification Documents, consisting
of:
o Registered BACAP Investor Certification
o Directional TI Investor Certification
The grid below details which signatures are required for each
Certification Document & respective account:
-----------------------------------------------------------------------------------------------------------------------
IRREVOCABLE INVESTMENT MANAGEMENT
TRUSTS: IRREVOCABLE REVOCABLE ACCOUNTS AND
BANK IS SOLE TRUSTS: BANK IS TRUSTS: BANK IS REVOCABLE TRUSTS: INVESTMENT ADVISORY
DOCUMENT TRUSTEE CO-TRUSTEE SOLE TRUSTEE BANK IS CO-TRUSTEE ACCOUNTS
-----------------------------------------------------------------------------------------------------------------------
Registered BACAP
Investor Bank (PM) signs Bank (PM) signs Grantor Grantor signs(1) Investor signs
Certification signs(1)
-----------------------------------------------------------------------------------------------------------------------
Directional TI Grantor,
Investor Bank (PM) signs Bank (PM) and Grantor and Co-Trustee and Investor signs
Certification Co-Trustee sign Bank (PM) sign Bank (PM) sign
-----------------------------------------------------------------------------------------------------------------------
- -------------------
(1) Note: If trust itself qualifies as a Qualified Client, PM can sign
Registered BACAP Investor Certification on behalf of the trust. If it is
necessary to look to the Grantor to meet this requirement, the Grantor must
sign.
NOTE: The Portfolio Manager is responsible for ensuring for Trust
Accounts that the Certification Documents are executed by the
appropriate parties. If additional copies of the proxy-related
materials are required, please send an email to
AISolutions@BankofAmerica.com.
2. Return all original documents to Alternative Investment
Solutions by DECEMBER 31ST, 2008 (a self-addressed
postage-paid envelope is included in all packages):
Bank of America Alternative Investment Solutions
Attn: Ralph Pastore
225 High Ridge Rd
CT2-212-01-02
Stamford CT 06905
WHY IS THIS TRANSACTION BEING PROPOSED?
In an ongoing effort to build and maintain its platform of alternative
investment options, Alternative Investment Solutions ("AI Solutions")
has been evaluating its registered hedge funds. After a thorough
evaluation of the performance, cost of operation, level of investment
inflows, and duplication of investment strategies, AI Solutions has
concluded that the most appropriate choice for Registered BACAP is a
reorganization into Directional TI. The Board of Managers of Registered
BACAP, based on the recommendation of, and information provided by,
Alternative Investment Solutions and Registered BACAP's Adviser, Banc
of America Investment Advisors, Inc., has agreed to request and
recommend to Registered BACAP members the approval of a consolidation
with Directional TI.
WHAT IS THE TIMING OF THIS TRANSACTION?
The shareholder meeting to vote on the proposed transaction will take
place on December 18th, 2008. While your investors will not be required
to vote on the transaction since they have designated Bank of America,
N.A. to vote on their behalf, it is important that all investors return
the Certification Documents referenced above by DECEMBER 31ST, 2008. If
the proposed transaction is approved by shareholders, the transaction
is expected to close on March 31st, 2009.
WHAT SHOULD I DO IF I OR MY CLIENTS HAVE QUESTIONS ON THE PROXY VOTING
PROCESS OR TRANSACTION? Any questions about the proxy voting process
can be directed to Alternative Investment Solutions Sales Support at
888.786.9977 or AISolutions@BankofAmerica.com. Please also feel free to
reach out to your designated Alternative Investment Solutions
Specialist.
INSTRUCTIONS FOR GWIM INVESTMENT PROFESSIONAL USE ONLY --
CONFIDENTIAL -- DISTRIBUTION OR REPRODUCTION TO ANY OTHER AUDIENCE PROHIBITED