EXHIBIT C
LETTER OF TRANSMITTAL
Regarding Limited Liability Company Interests in
BACAP ALTERNATIVE MULTI-STRATEGY FUND, LLC
Tendered Pursuant to the Offer to Purchase
Dated May 21, 2004
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The Offer and withdrawal rights will expire
at, and this Letter of Transmittal must be
received by the Fund by, 12:00 midnight, Eastern Time,
on Friday, June 18, 2004, unless the Offer is extended.
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Complete this Letter of Transmittal and Return by Mail or Fax to:
Forum Shareholder Services, LLC
Fax: (207) 879-6206
For additional information:
Phone: (207) 879-6093
Ladies and Gentlemen:
The undersigned hereby tenders to BACAP Alternative Multi-Strategy
Fund, LLC (the "Fund"), a closed-end, non-diversified, management investment
company organized under the laws of the State of Delaware, the limited liability
company interest in the Fund ("Interest" or "Interests" as the context requires)
or portion thereof held by the undersigned, described and specified below, on
the terms and conditions set forth in the offer to purchase, dated May 21, 2004
("Offer to Purchase"), receipt of which is hereby acknowledged, and in this
Letter of Transmittal (which together constitute the "Offer"). THE TENDER AND
THIS LETTER OF TRANSMITTAL ARE SUBJECT TO ALL THE TERMS AND CONDITIONS SET FORTH
IN THE OFFER TO PURCHASE, INCLUDING, BUT NOT LIMITED TO, THE ABSOLUTE RIGHT OF
THE FUND TO REJECT ANY AND ALL TENDERS DETERMINED BY THE FUND, IN ITS SOLE
DISCRETION, NOT TO BE IN THE APPROPRIATE FORM.
The undersigned hereby sells to the Fund the Interest or portion
thereof tendered hereby pursuant to the Offer. The undersigned hereby warrants
that the undersigned has full authority to sell the Interest or portion thereof
tendered hereby and that the Fund will acquire good title thereto, free and
clear of all liens, charges, encumbrances, conditional sales agreements or other
obligations relating to the sale thereof, and not subject to any adverse claim,
when and to the extent the same are purchased by it. Upon request, the
undersigned will execute and deliver any additional documents necessary to
complete the sale in accordance with the terms of the Offer.
The undersigned recognizes that under certain circumstances set forth
in the Offer, the Fund may not be required to purchase any of the Interests in
the Fund or portions thereof tendered hereby.
Payment of the purchase price for the Interest or portion thereof
tendered by the undersigned will be made by wire transfer of the funds to the
account in which the undersigned held its Interest, or such other account as the
Investor may designate in writing, as described in Section 6 of the Offer. The
undersigned hereby represents and warrants that the undersigned understands that
upon a withdrawal of such cash payment from the account, the institution at
which the account is held may subject such withdrawal to any fees that it would
customarily assess upon the withdrawal of cash from such account. (Any payment
in the form of marketable securities would be made by means of special
arrangement with the tendering Investor in the sole discretion of the Managers
of the Fund.)
A promissory note reflecting the contingent payment portion of the
purchase price, if any, as described in Section 6 of the Offer to Purchase, will
be deposited directly to the account in which the undersigned held its Interest,
or such other account as the Investor may designate in writing. (Any contingent
payment of cash due pursuant to the Note will also be deposited directly to such
account and, upon a withdrawal of this cash from the account, the institution at
which the account is held may impose any fees that would customarily be assessed
upon the withdrawal of cash from the account.) The undersigned recognizes that
the amount of the purchase price for Interests will be based on the estimated
unaudited net asset value of the Fund as of June 30, 2004, and that the
contingent payment portion of the purchase price, if any, will be determined
upon completion of the audit of the Fund's financial statements for the fiscal
year ending March 31, 2005, which is anticipated to be completed not later than
60 days after March 31, 2005. The payment of the contingent obligation will be
made promptly after such 60-day period.
All authority herein conferred or agreed to be conferred shall survive
the death or incapacity of the undersigned and the obligation of the undersigned
hereunder shall be binding on the heirs, personal representatives, successors
and assigns of the undersigned. Except as stated in Section 5 of the Offer to
Purchase, this tender is irrevocable.
PLEASE FAX OR MAIL IN THE ENCLOSED POSTAGE PAID ENVELOPE TO:
Forum Shareholder Services, LLC
P.O. Box 446
Portland, ME 04112-9925
Fax: (207) 879-6206
Phone: (207) 879-6093
Part 1. Investor Information:
Name of Investor:
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Social Security No.
or Taxpayer
Identification No.: --------------------------
Telephone Number: ( )
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Part 2. Amount of Interest in the Fund being Tendered:
[_] Entire limited liability company interest.
[_] Portion of limited liability company interest expressed as a
specific dollar value. (A minimum interest with a value greater
than: (a) $25,000, net of the incentive allocation, if any, or
net of the tentative incentive allocation, if any; or (b) the
tentative incentive allocation, if any, must be maintained (the
"Required Minimum Balance").)*
$
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[_] Portion of limited liability company interest in excess of the
Required Minimum Balance.
*The undersigned understands and agrees that if the undersigned
tenders an amount that would cause the undersigned's capital
account balance to fall below the Required Minimum Balance, the
Fund may reduce the amount to be purchased from the undersigned
so that the Required Minimum Balance is maintained.
Part 3. Payment.
Cash Payment
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Cash payments will be wire transferred directly to the account in
which the undersigned held its Interest, or such other account
designated by the Investor in writing. The undersigned hereby
represents and warrants that the undersigned understands that, for
cash payments wired directly to such account, upon a withdrawal of
this cash payment from the account, the institution at which the
account is held may impose any fees that would customarily be assessed
upon the withdrawal of cash from the account. (Any payment in the form
of marketable securities would be made by means of special
arrangements with the undersigned.)
Promissory Note
---------------
The promissory note reflecting the contingent payment portion of the
purchase price, if any, will be deposited directly to the account in
which the undersigned held its Interest, or such other account as the
Investor may designate in writing. The undersigned hereby represents
and warrants that the undersigned understands that any payment of cash
due pursuant to the Note will also be deposited directly to such
account, and, upon a withdrawal of this cash from the account, the
institution at which the account is held may impose any fees that
would customarily be assessed upon the withdrawal of cash from the
account.
Part 4. Signature(s).
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For Individual Investors For Other Investors:
and Joint Tenants:
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Signature Print Name of Investor
(Signature of Owner(s) Exactly as
Appeared on Investor Certification)
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Print Name of Investor Signature
(Signature of Owner(s) Exactly as
Appeared on Investor Certification)
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Joint Tenant Signature if necessary Print Name of Signatory and Title
(Signature of Owner(s) Exactly as
Appeared on Investor Certification)
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Print Name of Joint Tenant Co-signatory if necessary
(Signature of Owner(s) Exactly as
Appeared on Investor Certification)
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Print Name and Title of Co-signatory
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Date: _________________
03564.0004 #486844