UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
811-10083
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Investment Company Act file number
Excelsior Directional Hedge Fund of Funds, LLC
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(Exact name of registrant as specified in charter)
225 High Ridge Road
Stamford, CT 06905
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(Address of principal executive offices) (Zip code)
U.S. Trust Hedge Fund Management, Inc.
225 High Ridge Road
Stamford, CT 06905
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(Name and address of agent for Service)
Registrant's telephone number, including area code: (203) 352-4497
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Date of fiscal year end: 3/31/03
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Date of reporting period: 9/30/2003
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ITEM 1. REPORTS TO STOCKHOLDERS.
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Excelsior Directional Hedge Fund of Funds, LLC
Financial Statements
(Unaudited)
Period from April 1, 2003 to September 30, 2003
Excelsior Directional Hedge Fund of Funds, LLC
Financial Statements
(Unaudited)
Period from April 1, 2003 to September 30, 2003
Contents
Statement of Assets, Liabilities and Members' Equity - Net Assets.... 1
Statement of Operations.............................................. 2
Statements of Changes in Members' Equity - Net Assets................ 3
Statement of Cash Flows.............................................. 4
Notes to Financial Statements........................................ 5
Excelsior Directional Hedge Fund of Funds, LLC
Statement of Assets, Liabilities and Members' Equity - Net Assets (Unaudited)
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September 30, 2003
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ASSETS
Investments in investment funds, at fair value (cost $128,348,954) $146,056,654
Cash and cash equivalents 3,372,582
Due from investment funds 571,009
Other assets 17,996
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Total Assets 150,018,241
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LIABILITIES
Payable for member interests repurchased 728,905
Due to advisor 546,063
Professional fees payable 90,151
Board of Managers' fees payable 14,250
Administration fees payable 36,404
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Total Liabilities 1,415,773
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Net Assets $148,602,468
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MEMBERS' EQUITY - NET ASSETS
Represented by:
Capital subscriptions - net $130,894,768
Accumulated net unrealized appreciation on investments 17,707,700
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Members' Equity - Net Assets $148,602,468
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The accompanying notes are an integral part of these financial statements.
Excelsior Directional Hedge Fund of Funds, LLC
Statement of Operations (Unaudited)
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Period from April 1, 2003 to September 30, 2003
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INVESTMENT INCOME
Interest $ 36,408
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Total Investment Income 36,408
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OPERATING EXPENSES
Management fee 1,072,886
Professional fees 89,118
Administration fees 71,555
Board of Managers' fees and expenses 37,875
Miscellaneous 36,897
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Total Operating Expenses 1,308,331
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Net Investment Loss (1,271,923)
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REALIZED LOSS AND UNREALIZED GAIN FROM INVESTMENTS
Realized loss from investments (14,469)
Change in net unrealized appreciation from investments 10,745,955
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Net Realized and Unrealized Gain from Investments 10,731,486
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INCREASE IN MEMBERS' EQUITY - NET ASSETS
DERIVED FROM OPERATIONS $ 9,459,563
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The accompanying notes are an integral part of these financial statements.
Excelsior Directional Hedge Fund of Funds, LLC
Statements of Changes in Members' Equity - Net Assets (Unaudited)
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Period from
April 1, 2003 Year ended
to September March 31,
30, 2003 2003
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OPERATIONS
Net investment loss $ (1,271,923) $ (2,078,231)
Realized loss from investments (14,469) (275,839)
Change in net unrealized appreciation from 10,745,955 601,913
investments
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Increase in Members' Equity - Net Assets
Derived from Operations 9,459,563 (1,752,157)
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CAPITAL TRANSACTIONS
Member subscriptions 16,840,000 71,099,576
Member interests repurchased (12,733,612) (9,965,976)
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Increase in Members' Equity - Net Assets
Derived From Capital 4,106,388 61,133,600
Transactions
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Net increase in Members' Equity - Net Assets 13,565,951 59,381,443
MEMBERS' EQUITY - NET ASSETS
AT BEGINNING OF PERIOD 135,036,517 75,655,074
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MEMBERS' EQUITY - NET ASSETS
AT END OF PERIOD $ 148,602,468 $ 135,036,517
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The accompanying notes are an integral part of these financial statements.
Excelsior Directional Hedge Fund of Funds, LLC
Statement of Cash Flows (Unaudited)
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Period from April 1, 2003 to September 30, 2003
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CASH FLOWS FROM OPERATING ACTIVITIES
Net increase in members'equity - net assets
derived from operations $ 9,459,563
Adjustments to reconcile net increase in members' equity -
net assets derived from operations to net cash used in operating
activities:
Change in net unrealized appreciation from investments (10,745,955)
Net realized loss from investments 14,469
Purchases of investment funds (17,500,000)
Proceeds from sales of investment funds 12,085,531
Increase in due from investment funds (571,009)
Decrease in other assets 9,321
Increase in due to advisor 38,856
Increase in Board of Managers' fees payable 1,125
Increase in professional fees payable 30,151
Increase in administration fees payable 2,619
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Net cash used in operating activities (7,175,329)
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CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from member subscriptions 16,840,000
Payments for member interests repurchased (12,555,162)
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Net cash provided by financing activities 4,284,838
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Net decrease in cash and cash equivalents (2,890,491)
Cash and cash equivalents at beginning of period 6,263,073
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Cash and cash equivalents at end of period $ 3,372,582
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The accompanying notes are an integral part of these financial statements.
Excelsior Directional Hedge Fund of Funds, LLC
Notes to Financial Statements (Unaudited)
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September 30, 2003
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1. Organization
Excelsior Directional Hedge Fund of Funds, LLC (the "Company") was organized as
a limited liability company under the laws of Delaware on July 6, 2000 and
commenced operations on October 1, 2000. The Company is registered under the
Investment Company Act of 1940, as amended (the "1940 Act"), as a closed-end,
non-diversified, management investment company. The Company's investment
objective is to maximize capital appreciation. The Company pursues its
investment objective principally through a multi-manager multi-strategy program
of investments in a diverse group of investment funds that primarily invest or
trade in a wide range of equity and debt securities. The investment managers
selected by the Company generally conduct their investment programs through
unregistered investment funds (collectively, the "Investment Funds"), in which
the Company invests as a limited partner or member along with other investors.
U.S. Trust Hedge Fund Management, Inc. (formerly known as NCT Opportunities,
Inc.) serves as the investment advisor of the Company (the "Advisor"). The
Advisor is a wholly-owned subsidiary of U.S. Trust Corporation, and is
registered as an investment adviser under the Investment Advisers Act of 1940,
as amended.
The Company's Board of Managers (the "Managers") has overall responsibility to
manage and supervise the operations of the Company, including the exclusive
authority to oversee and to establish policies regarding the management, conduct
and operation of the Company's business. The Managers have engaged the Advisor
to provide investment advice regarding the selection of Investment Funds and the
responsibility of the day-to-day management of the Company.
Effective July 1, 2003 the Managers approved the change of the Company's name
from Excelsior Hedge Fund of Funds I, LLC to Excelsior Directional Hedge Fund of
Funds, LLC.
Initial and additional subscriptions for investment interests by eligible
investors may be accepted as of the first day of each calendar quarter, or at
such times as the Managers may determine. The Managers reserve the right to
reject any application for interests in the Company. The Company may from time
to time offer to repurchase interests pursuant to written tenders by members.
These repurchases will be made at such times and on such terms as may be
determined by the Managers, in their sole discretion. The Advisor expects that
generally, it will recommend to the Managers that the Company offer to
repurchase interests from members twice in each year, at June 30th and December
31st. Members can only transfer or assign their Company interests under certain
limited circumstances or with the written consent of the Managers, which may be
withheld in their sole discretion.
Excelsior Directional Hedge Fund of Funds, LLC
Notes to Financial Statements (Unaudited) continuted
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September 30, 2003
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2. Significant Accounting Policies
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires the Managers and the Advisor to
make estimates and assumptions that affect the amounts reported in the financial
statements and accompanying notes. The Managers and the Advisor believe that the
estimates utilized in preparing the Company's financial statements are
reasonable and prudent; however, actual results could differ from these
estimates.
a. Portfolio Valuation
The net asset value of the Company is determined by or at the direction of the
Advisor as of the close of business at the end of any fiscal period (as defined
in the Company's Limited Liability Company Agreement) in accordance with the
valuation principles set forth below or as may be determined from time to time
pursuant to policies established by the Managers.
Ordinarily the Company's investments in Investment Funds are carried at fair
value as determined by the Company's pro-rata interest in the net assets of each
Investment Fund. All valuations utilize financial information supplied by each
Investment Fund and are net of management and performance incentive fees or
allocations payable to the Investment Funds' managers or pursuant to the
Investment Funds' agreements. The Advisor or, in certain cases, the Board of
Managers, will consider such information, and may conclude in certain
circumstances that the information provided by an Investment Fund's manager does
not represent the fair value of the Company's interests in an Investment Fund.
Following procedures adopted by the Board of Managers, in the absence of
specific transaction activity in interests in a particular Investment Fund, the
Company could consider whether it was appropriate, in light of all relevant
circumstances, to value such a position at the Investment Fund's net asset value
as reported at the time of valuation, or whether to adjust such value to reflect
a premium or discount to net asset value. Any such decision must be made in good
faith, and subject to the review and supervision of the Board of Managers.
Distributions received from Investment Funds, whether in the form of cash or
securities, are applied first as a reduction of the investment's cost and then
as a distribution of income.
Excelsior Directional Hedge Fund of Funds, LLC
Notes to Financial Statements (Unaudited) continued
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September 30, 2003
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2. Significant Accounting Policies (continued)
b. Company Expenses
The Company will bear certain expenses incurred in its business, including, but
not limited to, the following: fees paid directly or indirectly to the
investment managers of the Investment Funds, all costs and expenses directly
related to portfolio transactions and positions for the Company's account;
certain legal fees; accounting and auditing fees; custodial fees; fees paid to
the Company's administrator; costs of insurance; the management fee; travel and
related expenses of Managers; all costs with respect to communications regarding
the Company's transactions among the Advisor and any custodian or other agent
engaged by the Company; and other types of expenses approved by the Managers.
c. Income Taxes
As a limited liability company, no provision for the payment of Federal, state
or local income taxes has been provided by the Company. Each member is
individually required to report on its own tax return its distributive share of
the Company's taxable income or loss. The Company has a tax year end of December
31.
For the period from April 1, 2003 to September 30, 2003, the Company
reclassified $1,271,923 and $14,469 from accumulated net investment loss and
accumulated net realized loss from investments, respectively, to capital
subscriptions - net. This reclassification was a result of permanent book to tax
differences to reflect, as an adjustment to net capital subscribed, the amounts
of taxable income or loss that have been allocated to the Company's members and
had no effect on net assets.
Net investment income or loss and net realized and unrealized gain or loss from
investments of the Company for each fiscal period are allocated among and
credited to or debited against the capital accounts of all members as of the
last day of the fiscal period in accordance with members' respective investment
percentages for the fiscal period, all as defined in the Company's Limited
Liability Company Agreement.
d. Other
Cash and cash equivalents consist of monies invested in a U.S. Trust custody
account, which earn interest at money market rates.
Interest income is recorded on the accrual basis.
Excelsior Directional Hedge Fund of Funds, LLC
Notes to Financial Statements (Unaudited) continued
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September 30, 2003
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3. Management Fee, Related Party Transactions and Other
As of September 30, 2003, the employees and affiliates have a combined interest
of approximately 18.9% of the Company's members' equity.
The Advisor provides certain investment advisory services and incurs travel and
other expenses related to the selection and monitoring of investment managers.
Further, the Advisor provides certain management and administrative services to
the Company including providing office space and other support services,
maintaining files and records, and preparing and filing various regulatory
materials. In consideration for such services, the Company pays the Advisor a
quarterly management fee at an annual rate of 1.5% of the Company's net assets.
For the period from April 1, 2003 to September 30, 2003, the management fee was
$1,072,886, of which $546,063 was payable as of September 30, 2003.
The Company earned $36,408 of interest income on their cash balances maintained
at U.S. Trust Company of North Carolina, an affiliate of the Company. At
September 30, 2003, the Partnership had a cash balance of $3,372,582.
Prior to July 1, 2003 upon admission to the Company, each member paid the
Advisor a special one-time fee to offset the Advisor's administrative costs of
establishing accounts for investors and reviewing subscription applications in
the amount of $5,000. As of July 1, 2003, the special one-time fee is no longer
charged to new members.
Each Manager, who is not an "interested person" of the Company, as defined by
the 1940 Act, receives an annual retainer of $7,000 plus a fee for each meeting
attended. Any Manager who is an "interested person" does not receive any annual
or other fee from the Company. All Managers are reimbursed by the Company for
all reasonable out-of-pocket expenses. The Company incurred $37,875 of such
expense for the period from April 1, 2003 through September 30, 2003 of which
$14,250 is payable as of September 30, 2003.
The Company incurred $4,000 in fees for the period from April 1, 2003 to
September 30, 2003 related to custodian services provided by U.S.Trust.
The Company has retained J.D. Clark & Co. to provide accounting and certain
administrative and investor services to the Company for a fixed fee as agreed
from time to time. For the period from April 1, 2003 to September 30, 2003, the
Company incurred $71,555 in expenses related to such administrative services of
which $36,404 is payable as of September 30, 2003.
Excelsior Directional Hedge Fund of Funds, LLC
Notes to Financial Statements (Unaudited) continued
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September 30, 2003
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4. Securities Transactions
Aggregate purchases and proceeds from sales of Investment Funds for the period
from April 1, 2003 to September 30, 2003, amounted to $17,500,000 and
$12,085,531, respectively.
At September 30, 2003, the cost of investments for Federal income tax purposes
was substantially the same as the cost for financial reporting purposes. At
September 30, 2003, accumulated net unrealized appreciation on investments was
$17,707,700, consisting of $18,062,956 gross unrealized appreciation and
$355,256 gross unrealized depreciation.
5. Financial Instruments with Off-Balance Sheet Risk
In the normal course of business, the Investment Funds in which the Company
invests trade various financial instruments and enter into various investment
activities with off-balance sheet risk. These may include, but are not limited
to, short selling activities, writing option contracts, contracts for
differences, and equity swaps. However, as a result of the investments by the
Company as a limited partner, the Company's liability with respect to its
investments in the Investment Funds is limited to the net asset value of its
interest in each Investment Fund.
6. Investments
As of September 30, 2003, the Company had investments in twenty-four Investment
Funds, none of which were affiliates. The agreements related to investments in
Investment Funds provide for compensation to the general partners/managers in
the form of management fees of 0.5% to 2.0% (per annum) of net assets and
incentive fees or allocations ranging from 15% to 20% of net profits earned. The
Investment Funds provide for periodic redemptions, with lock up provisions
ranging from 3 months to 1 year from initial investment.
Excelsior Directional Hedge Fund of Funds, LLC
Notes to Financial Statements (Unaudited) continued
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September 30, 2003
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6. Investments (continued)
The following table lists the Company's investments in Investment Funds as of
September 30, 2003.
% of
Net Income/ Fair Members'
(Loss) Value Equity- Net
Investment Fund Cost 4/1/03-9/30/03 9/30/2003 Assets Liquidity
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Hedged Long/Short Equity Funds
- ------------------------------
<s> <c> <c> <c> <c> <c>
Foundation Partners, L.P $ 7,000,000 $ (3,890) $ 6,668,262 4.49% Quarterly
JL Partners, L.P. 5,250,000 475,433 5,644,534 3.80% Annually
North Sound Legacy Institutional Fund 7,500,000 693,139 8,016,020 5.39% Quarterly
AB Capital Partners, L.P 5,000,000 629,992 5,943,718 4.00% Annually
Swiftcurrent Partners, L.P 3,550,000 58,216 4,550,852 3.06% Annually
Tonga Partners, L.P. 4,200,000 557,243 6,739,290 4.54% Semiannually
------------------------------------------------
Strategy Total 32,500,000 2,410,133 37,562,676 25.28%
Opportunistic Long/Short Equity Funds
- -------------------------------------
<s> <c> <c> <c> <c> <c>
Alson Signature Fund I, L.P. 8,748,954 136,523 9,141,727 6.15% Quarterly
Aragon Global Partners (QP), L.P. 0 31,683 0 0.00% Quarterly
Cadmus Capital Partners (QP), L.P. 1,500,000 82,546 1,582,546 1.06% Quarterly
Peninsula Fund, L.P. 6,150,000 1,406,608 8,320,131 5.60% Quarterly
Quaker Capital Partners I, L.P. 6,000,000 1,971,572 7,951,757 5.35% Annually
Quest Capital Partners, L.P. 0 506,276 0 0.00% Quarterly
Vardon Partners II, L.P. 6,500,000 537,253 6,856,119 4.61% Annually
------------------------------------------------
Strategy Total 28,898,954 4,672,461 33,852,280 22.77%
Hedged Sector Funds
- -------------------
<s> <c> <c> <c> <c> <c>
Chilton New Era Partners, L.P. 4,000,000 247,401 4,234,995 2.85% Annually
Coatue Partners, L.P. 6,000,000 99,078 6,351,150 4.27% Quarterly
Durus Life Sciences Fund, LLC 4,500,000 (64,642) 4,726,472 3.18% Quarterly
Endicott Partners II, L.P. 4,000,000 149,809 4,221,523 2.84% Semiannually
Narragansett I, L.P. 6,350,000 (12,875) 6,659,458 4.48% Annually
Owenoke Associates, L.P 0 454,563 0 0.00% Quarterly
P.A.W. Partners, L.P. 3,100,000 250,620 3,076,482 2.07% Quarterly
------------------------------------------------
Strategy Total 27,950,000 1,123,954 29,270,080 19.69%
Arbitrage/Distressed Funds
- --------------------------
<s> <c> <c> <c> <c> <c>
Bedford Falls Investors, L.P. 2,000,000 249,646 2,149,878 1.45% Annually
Canyon Value Realization Fund, L.P. 5,000,000 84,966 5,084,966 3.42% Annually
Jemmco Partners, L.P. 5,000,000 174,370 5,039,593 3.39% Quarterly
JMG Capital Partners, L.P. 6,750,000 399,993 9,729,619 6.55% Quarterly
K Capital II, L.P. 8,000,000 525,289 8,548,395 5.75% Annually
Satellite Fund II, L.P. 3,000,000 407,601 3,826,565 2.58% Annually
Stark Investments Limited Partnership 9,250,000 683,072 10,992,602 7.40% Annually
------------------------------------------------
Strategy Total 39,000,000 2,524,937 45,371,618 30.54%
Total $ 128,348,954 $ 10,731,486 $ 146,056,654 98.29%
===========================
Other assets, less liabilities 2,545,814 1.71%
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Members' Equity-Net Assets $ 148,602,468 100.00%
========================
Excelsior Directional Hedge Fund of Funds, LLC
Notes to Financial Statements (Unaudited) continued
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September 30, 2003
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7. Financial Highlights
The following represents the ratios to average net assets, total return and
other supplemental information for the periods indicated:
April 1,
2003-September Year ended
30, 2003* March 31, 2003
---------------------------------
Net assets, end of period $ 148,602,468 $ 135,036,517
Ratio of net investment loss to
average net assets (0.87%) (1.88%)
Ratio of expenses to average net
assets 0.90% 1.92%
Portfolio turnover 8.58% 14.31%
Total return** 6.75% (1.98%)
* The ratios, portfolio turnover, and total return are not annualized for
the interim period.
** Total return assumes a purchase of an interest in the Company on the first
day and a sale of interest on the last day of the period.
8. Subsequent Events
Effective October 1, 2003, the Company received capital subscriptions from
members in the amount of $13,342,148.
ITEM 2. CODE OF ETHICS.
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Not required for semi annual report.
ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.
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Not required for semi annual report.
ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
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Not required for semi annual report.
ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.
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Not required.
ITEM 6. [RESERVED]
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ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END
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MANAGEMENT INVESTMENT COMPANIES.
- --------------------------------
Not required for semi annual report.
ITEM 8. [RESERVED]
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ITEM 9. CONTROLS AND PROCEDURES.
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(a) It is the conclusion of the persons that perform similar functions as
registrant's principal executive officer and principal financial officer that
the effectiveness of the registrant's current disclosure controls and procedures
(such disclosure controls and procedures having been evaluated within 90 days of
the date of this filing) provide reasonable assurance that the information
required to be disclosed by the registrant has been recorded, processed,
summarized and reported within the time period specified in the Commission's
rules and forms and that the information required to be disclosed by the
registrant has been accumulated and communicated to the persons that perform
similar functions as registrant's principal executive officer and principal
financial officer in order to allow timely decisions regarding required
disclosure.
(b) There were no changes in the registrant's internal control over financial
reporting that occurred during the registrant's last fiscal half-year that
has materially affected, or is reasonably likely to materially affect, the
registrant's internal control over financial reporting.
ITEM 10. EXHIBITS.
- -------------------
(a)(1) Not applicable
(a)(2)
CERTIFICATIONS
I, Douglas A. Lindgren, certify that:
1. I have reviewed this report on Form N-CSR of Excelsior Directional Hedge Fund
of Funds, LLC;
2. Based on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects
the financial condition, results of operations, changes in net assets, and
cash flows (if the financial statements are required to include a statement
of cash flows) of the registrant as of, and for, the periods presented in
this report;
4. The registrant's other certifying officers(s) and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Rule 30a-3(c) under the Investment Company Act of 1940) and internal
control over financial reporting (as defined in Rule 30a-3(d) under the
Investment Company Act of 1940) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being
prepared;
(b) Designed such internal control over financial reporting, or caused
such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant's disclosure controls
and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of a date within
90 days prior to the filing date of this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the registrant's most
recent fiscal half-year (the registrant's second fiscal half-year in the case
of an annual report) that has materially affected, or is reasonably likely to
materially affect, the registrant's internal control over financial
reporting;
5. The registrant's other certifying officer(s) and I have disclosed to the
registrant's auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant's ability to record, process,
summarize, and report financial information; and
(b)Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
control over financial reporting.
Date: December 5, 2003 /s/ Douglas A. Lindgren
----------------- ------------------------------------------------
Douglas A. Lindgren, Principal Executive Officer
CERTIFICATIONS
I, Robert Aufenanger, certify that:
1. I have reviewed this report on Form N-CSR of Excelsior Directional Hedge Fund
of Funds, LLC;
2. Based on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects
the financial condition, results of operations, changes in net assets, and
cash flows (if the financial statements are required to include a statement
of cash flows) of the registrant as of, and for, the periods presented in
this report;
4. The registrant's other certifying officers(s) and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Rule 30a-3(c) under the Investment Company Act of 1940) and internal
control over financial reporting (as defined in Rule 30a-3(d) under the
Investment Company Act of 1940) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being
prepared;
(b) Designed such internal control over financial reporting, or caused
such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant's disclosure controls
and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of a date within
90 days prior to the filing date of this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the registrant's most
recent fiscal half-year (the registrant's second fiscal half-year in the case
of an annual report) that has materially affected, or is reasonably likely to
materially affect, the registrant's internal control over financial
reporting;
5. The registrant's other certifying officer(s) and I have disclosed to the
registrant's auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant's ability to record, process,
summarize, and report financial information; and
(b)Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
control over financial reporting.
Date: December 5, 2003 /s/ Robert Aufenanger
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Robert Aufenanger, Principal Financial Officer
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates as indicated.
(Registrant) Excelsior Directional Hedge Fund of Funds, LLC
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By (Signature and Title)* /s/ Douglas A. Lindgren
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Douglas A. Lindren, Principal Executive Officer
Date December 5, 2003
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Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates as indicated.
(Registrant) Excelsior Directional Hedge Fund of Funds, LLC
----------------------------------------------
By (Signature and Title)* /s/ Robert Aufenanger
------------------------------------------------
Robert Aufenanger, Principal Financial Officer
Date December 5, 2003
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* Print the name and title of each signing officer under his or her signature.