SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE TO
Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
BACAP ALTERNATIVE MULTI-STRATEGY FUND, LLC
(Name of Issuer)
BACAP ALTERNATIVE MULTI-STRATEGY FUND, LLC
(Name of Person(s) Filing Statement)
LIMITED LIABILITY COMPANY INTERESTS
(Title of Class of Securities)
N/A
(CUSIP Number of Class of Securities)
David Rozenson, Esq.
c/o Bank of America Corporation
One Financial Center
Boston, MA 02111
(617) 772-3333
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of the
Person(s) Filing Statement)
With a copy to:
Patricia A. Poglinco, Esq.
Seward & Kissel LLP
One Battery Park Plaza
New York, New York 100042
(212) 574-1500
October 25, 2004
(Date Tender Offer First Published,
Sent or Given to Security Holders)
CALCULATION OF FILING FEE
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Transaction Valuation: $ 19,000,000 Amount of Filing Fee: $2407.30
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- --------------------------------------------------------------------------------
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(a) Calculated as the aggregate maximum purchase price for Interests.
(b) Calculated at $126.70 per $1,000,000 of Transaction Valuation.
[_] Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: ________________________
Form or Registration No.: ________________________
Filing Party: __________________________________
Date Filed: ___________________________________
[_] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
[_] third-party tender offer subject to Rule 14d-1.
[X] issuer tender offer subject to Rule 13e-4.
[_] going-private transaction subject to Rule 13e-3.
[_] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer: [_]
ITEM 1. SUMMARY TERM SHEET.
As stated in the offering documents of BACAP Alternative
Multi-Strategy Fund, LLC (the "Fund"), the Fund is offering to purchase limited
liability company interests in the Fund ("Interest" or "Interests" as the
context requires) from investors of the Fund ("Investors") at their value (that
is, the value of the Fund's assets minus its liabilities, multiplied by the
proportionate interest in the Fund an Investor desires to tender). The offer to
purchase Interests (the "Offer") will remain open until 12:00 midnight, Eastern
Time, on November 22, 2004, unless the Offer is extended.
The value of the Interests will be calculated for this purpose as of
December 31, 2004 (the "Valuation Date"). The Fund reserves the right to adjust
the Valuation Date to correspond with any extension of the Offer. The Fund will
review the calculation of the value of Interests during the Fund's audit for its
fiscal year ending March 31, 2005, which the Fund expects will be completed by
the end of May 2005, and the audited net asset value of the Fund will be used to
determine the final amount paid for tendered Interests.
Investors may tender their entire Interest, a portion of their
Interest defined as a specific dollar value or the portion of their Interest
above the required minimum capital account balance. If an Investor tenders its
entire Interest or any portion thereof, subject to any extension of the Offer,
the Fund will pay the Investor in cash and/or marketable securities (valued in
accordance with the Fund's Amended and Restated Limited Liability Company
Agreement dated as of March 24, 2003 (the "LLC Agreement") and distributed to
tendering investors on a pari passu basis) no later than March 1, 2005, at least
95% of the estimated unaudited value of the Investor's Interest tendered and
accepted by the Fund based on the calculation of the Fund's net asset value as
of the Valuation Date. The Fund will owe the Investor the balance, for which it
will give the Investor a promissory note (the "Note") that will be held in the
account in which the Investor held its Interest, or such other account as the
Investor may designate in writing.
An Investor that tenders for repurchase only a portion of its Interest
will be required to maintain a capital account balance equal to the greater of:
(i) $25,000, net of the amount of the incentive allocation, if any, that is to
be debited from the capital account of the Investor on the Valuation Date of the
Offer (the "Incentive Allocation") or would be so debited if the Valuation Date
were a day on which an Incentive Allocation, if any, was made (collectively, the
"Tentative Incentive Allocation"); or (ii) the amount of the Tentative Incentive
Allocation, if any. The Fund reserves the right to purchase less than the amount
tendered by an Investor if the amount tendered would cause the Investor's
capital account in the Fund to have a value less than the required minimum
balance. The Fund will make payment for the Interests it purchases from one or
more of the following sources: cash on hand, the proceeds from the sale of
and/or delivery of portfolio securities held by the Fund, or by borrowings.
Following this summary is a formal notice of the Fund's offer to
purchase the Interests. The Offer remains open to Investors until 12:00
midnight, Eastern Time, on November 22, 2004, the expected expiration date of
the Offer. Until that time, Investors have the right to change their minds and
withdraw the tenders of their Interests. Investors will also have the right to
withdraw tenders of their Interests at any time after December 21, 2004,
assuming their Interest has not yet been accepted for purchase by the Fund.
If an Investor would like the Fund to purchase its Interest or a
portion of its Interest, it should complete, sign and either (i) mail in the
enclosed, postage paid envelope or otherwise deliver a Letter of Transmittal,
attached to this document as Exhibit C, to Forum Shareholder Services, LLC
("FSS"), at P.O. Box 446, Portland, ME 04112-9925, or (ii) fax it to FSS at
(207) 879-6206, so that it is received before 12:00 midnight, Eastern Time, on
November 22, 2004. If the Investor chooses to fax the Letter of Transmittal, it
should mail the original Letter of Transmittal to FSS promptly after it is faxed
(although the original does not have to be received before 12:00 midnight,
Eastern Time, on November 22, 2004).
The value of the Interests will change between August 31, 2004 (the
last time prior to the date of this filing as of which net asset value of the
Fund has been calculated), and the Valuation Date. Investors may obtain the
estimated value of their Interests, which the Fund will calculate monthly until
the expiration date of the Offer, by contacting FSS at (207) 879-6093 or at the
address set forth above, Monday through Friday, except holidays, during normal
business hours of 9:00 a.m. to 5:00 p.m. (Eastern Time).
Please note that just as each Investor has the right to withdraw the
tender of an Interest, the Fund has the right to suspend, amend or postpone this
Offer at any time up to and including the acceptance of tenders pursuant to the
Offer. Although the Offer expires on November 22, 2004, an Investor that tenders
its Interest will remain an Investor with respect to the Interest tendered and
accepted for purchase by the Fund through December 31, 2004, when the value of
the Investor's Interest is calculated.
ITEM 2. ISSUER INFORMATION.
(a) The name of the issuer is BACAP Alternative Multi-Strategy Fund,
LLC. The Fund is registered under the Investment Company Act of 1940, as amended
(the "1940 Act"), as a closed-end, non-diversified, management investment
company, and Interests are registered under the Securities Act of 1933, as
amended. It is organized as a Delaware limited liability company. The principal
executive office of the Fund is located at 101 South Tryon Street, Charlotte,
North Carolina 28255 and the telephone number is (646) 313-8890.
(b) The title of the securities that are the subject of the Offer is
limited liability company interests or portions thereof in the Fund. (As used
herein, the term "Interest" or "Interests" as the context requires, refers to
the limited liability company interests in the Fund and portions thereof that
constitute the class of security that is the subject of this Offer or the
limited liability company interests in the Fund or portions thereof that are
tendered by the Investors pursuant to the Offer.) As of the close of business on
August 31, 2004, there was approximately $73,530,000 outstanding in capital of
the Fund, represented by Interests. Subject to the conditions set forth in the
Offer, the Fund will purchase Interests totaling up to $19,000,000 pursuant to
tenders by Investors that are received by 12:00 midnight, Eastern Time, on
November 22, 2004, and not withdrawn as described in ITEM 1, subject to any
extension of the Offer.
(c) Interests are not traded in any market, and any transfer thereof
is strictly limited by the terms of the Fund's LLC Agreement.
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON.
The name of the filing person is BACAP Alternative Multi-Strategy
Fund, LLC. The Fund's principal executive office is located at 101 South Tryon
Street, Charlotte, North Carolina 28255 and the telephone number is (646)
313-8890. The investment adviser of the Fund is Banc of America Capital
Management, LLC (the "Adviser"). The principal executive office of the Adviser
is located at 101 South Tryon Street, Charlotte, North Carolina 28255 and it may
be reached at (646) 313-8890. The members of the Fund's Board of Managers
("Managers" or "Board of Managers" as the context requires) are Thomas W. Brock,
Thomas Yellin and Alan Brott. Their address is c/o Banc of America Capital
Management, LLC, 101 South Tryon Street, Charlotte, North Carolina 28255.
ITEM 4. TERMS OF THIS TENDER OFFER.
(a) (1) (i) Subject to the conditions set forth in the Offer, the Fund
will purchase Interests totaling up to $19,000,000 pursuant to tenders by
Investors of the Fund. The initial expiration date of the Offer is 12:00
midnight, Eastern Time, on November 22, 2004 (such time and date, the "Initial
Expiration Date"), subject to any extension of the Offer. The later of the
Initial Expiration Date or the latest time and date to which the Offer is
extended is called the "Expiration Date."
(ii) The purchase price of Interests tendered to the Fund for
purchase will be their value as of the Valuation Date if the Offer expires on
the Initial Expiration Date, and otherwise the value thereof as of the close of
business on any later date as corresponds to any extension of the Offer. The
Fund reserves the right to adjust the Valuation Date to correspond with any
extension of the Offer.
For an Investor that tenders its entire Interest or a portion
thereof, payment of the purchase price will consist of: (a) cash and/or
marketable securities (valued in accordance with the LLC Agreement and
distributed to tendering investors on a pari passu basis) in an aggregate amount
equal to at least 95% of the estimated unaudited value of Interests tendered and
accepted by the Fund, determined as of the Valuation Date and payable within 60
calendar days after the Valuation Date (the "95% Cash Payment"); and (b) a Note
entitling the holder thereof to a contingent payment equal to the excess, if
any, of (a) the value of the Interests tendered by the Investor and accepted by
the Fund as of the Valuation Date, determined based on the audited financial
statements of the Fund for the fiscal year ending March 31, 2005, over (b) the
95% Cash Payment. The Note will be delivered to the tendering Investor in the
manner set forth in the Letter of Transmittal, attached as Exhibit C, promptly
after the Valuation Date and will not be transferable.
The Note will be payable in cash promptly after completion of the
audit of the financial statements of the Fund for the fiscal year ending March
31, 2005. It is anticipated that the audit of the Fund's financial statements
for the fiscal year ending March 31, 2005 will be completed by no later than 60
days after the end of the fiscal year. Any amounts payable under the Note will
not include interest. Although the Fund has retained the option to pay all or a
portion of the purchase price by distributing marketable securities, the
purchase price will be paid entirely in cash except in the unlikely event that
the Board of Managers of the Fund determines that the distribution of securities
is necessary to avoid or mitigate any adverse effect of the Offer on the
remaining Investors.
A copy of: (a) the Cover Letter to the Offer to Purchase and
Letter of Transmittal; (b) the Offer to Purchase; (c) a form of Letter of
Transmittal; (d) a form of Notice of Withdrawal of Tender; (e) a form of Letter
from the Fund to an Investor accepting that Investor's tender of Interests, and
(f) a form of Letter from the Fund to an Investor in connection with the Fund's
acceptance of that Investor's tender of Interests are attached hereto as
Exhibits A, B, C, D, E and F respectively.
(iii) The scheduled expiration date of the Offer is 12:00
midnight, Eastern Time, November 22, 2004.
(iv) Not applicable.
(v) The Fund reserves the right, at any time and from time to
time, to extend the period of time during which the Offer is pending by
notifying Investors of such extension. The purchase price of an Interest
tendered by any Investor will be the value thereof as of the close of business
on December 31, 2004, if the Offer expires on the Initial Expiration Date, and
otherwise the value thereof as of the close of business on any later date as
corresponds to any extension of the Offer. During any such extension, all
Interests previously tendered and not withdrawn will remain subject to the
Offer. The Fund also reserves the right, at any time and from time to time, up
to and including acceptance of tenders pursuant to the Offer to: (a) suspend the
Offer in the circumstances set forth in Section 7 of the Offer and in the event
of such suspension, not to purchase or pay for any Interests tendered pursuant
to the Offer; (b) amend the Offer; and (c) postpone the acceptance of Interests.
If the Fund determines to amend the Offer or to postpone the acceptance of
Interests tendered, it will, to the extent necessary, extend the period of time
during which the Offer is open as provided above and will promptly notify
Investors.
(vi) A tender of an Interest may be withdrawn at any time before
12:00 midnight, Eastern Time, November 22, 2004 and, if such Interest has not
then been accepted for purchase by the Fund, at any time after December 21,
2004.
(vii) Investors wishing to tender Interests pursuant to the Offer
should mail or fax a completed and executed Letter of Transmittal to FSS at the
address or fax number set forth on page 2 of the Offer. The completed and
executed Letter of Transmittal must be received by FSS, either by mail or by
fax, no later than the Expiration Date. The Fund recommends that all documents
be submitted to FSS in the enclosed, postage paid envelope or by facsimile
transmission. An Investor choosing to fax a Letter of Transmittal to FSS must
also send or deliver the original completed and executed Letter of Transmittal
to FSS promptly thereafter.
Any Investor tendering an Interest pursuant to the Offer may
withdraw its tender as described in (vi) above. To be effective, any notice of
withdrawal must be timely received by FSS at the address or the fax number set
forth on page 2 of the Offer. A form used to give notice of withdrawal of a
tender is available by calling FSS at the telephone number set forth on page 2
of the Offer. A tender of an Interest properly withdrawn will not thereafter be
deemed to be tendered for purposes of the Offer. However, subsequent to the
withdrawal of a tendered Interest, the Interest may be tendered again prior to
the Expiration Date by following the procedures described above.
(viii) For purposes of the Offer, the Fund will be deemed to have
accepted (and thereby purchased) Interests that are tendered when it gives
written notice, in the form of a letter attached as Exhibit E, to a tendering
Investor of its election to purchase such Investor's Interest.
(ix) If Interests totaling more than $19,000,000 are duly
tendered by Investors to the Fund prior to the Expiration Date and are not
withdrawn, the Fund will accept Interests tendered on or before the Expiration
Date for payment on a pro rata basis based on the aggregate value of tendered
Interests. The Offer may be extended, amended or suspended in various other
circumstances described in (v) above.
(x) The purchase of Interests pursuant to the Offer will have the
effect of increasing the proportionate interest in the Fund of Investors that do
not tender Interests. Investors that retain their Interests may be subject to
increased risks that may possibly result from the reduction in the Fund's
aggregate assets resulting from payment for the Interests tendered. These risks
include the potential for greater volatility due to decreased diversification. A
reduction in the aggregate assets of the Fund may result in Investors that do
not tender Interests bearing higher costs to the extent that certain expenses
borne by the Fund are relatively fixed and may not decrease if assets decline.
These effects may be reduced or eliminated to the extent that additional
subscriptions for Interests are made by new and existing Investors.
(xi) Not applicable.
(xii) The following discussion is a general summary of the
federal income tax consequences of the purchase of Interests by the Fund from
Investors pursuant to the Offer. Investors should consult their own tax advisors
for a complete description of the tax consequences to them of a purchase of
their Interests by the Fund pursuant to the Offer.
In general, an Investor from which an Interest is purchased by
the Fund will be treated as receiving a distribution from the Fund. An Investor
receiving a cash distribution in complete liquidation of the Investor's Interest
generally will recognize capital gain or loss to the extent of the difference
between the cash received by such Investor and such Investor's adjusted tax
basis in such Interest. Such capital gain or loss will be short-term, long-term,
or some combination of both, depending upon the timing of the Investor's
contributions to the Fund. However, an Investor will recognize ordinary income
to the extent the Investor's allocable share of the Fund's "unrealized
receivables" exceeds the Investor's basis in such unrealized receivables. For
these purposes, accrued but untaxed market discount, if any, on securities held
by the Fund will be treated as an unrealized receivable.
An Investor receiving a cash distribution in partial liquidation
of the Investor's Interest generally will recognize income in a similar manner
to the extent that the cash received exceeds such Investor's adjusted tax basis
in such Interest. An Investor receiving a cash distribution in partial
liquidation of the Investor's Interest will not recognize any loss in connection
with such distribution. An Investor's tax basis in the Interest will be reduced
(but not below zero) by the amount of cash received by the Investor from the
Fund in connection with the purchase of such Interest. An Investor's tax basis
in the Interest will be adjusted for income, gain or loss allocated (for tax
purposes) to the Investor for periods prior to the purchase of such Interest.
The Fund may specially allocate items of Fund capital gain,
including short-term capital gain, to an Investor from which an Interest is
purchased to the extent the Investor's liquidating distribution would otherwise
exceed the Investor's adjusted tax basis in such Interest. Such a special
allocation may result in the Investor recognizing capital gain, which may
include short-term gain, in the Investor's last taxable year in the Fund,
thereby reducing the amount of long-term capital gain recognized during the
taxable year in which the Investor receives the liquidating distribution.
Assuming that the Fund qualifies as an "investment partnership"
within the meaning of section 731(c)(3)(C)(i) of the Internal Revenue Code of
1986, as amended, distributions of securities, whether in complete or partial
liquidation of an Investor's Interest, generally will not result in the
recognition of taxable gain or loss to the Investor, except to the extent such
distribution is treated as made in exchange for such Investor's share of the
Fund's unrealized receivables. If the Fund distributes securities to an Investor
in connection with a complete liquidation of the Investor's Interest, then the
Investor's tax basis in the distributed securities would be equal to the
Investor's adjusted tax basis in such Interest, reduced by the amount of any
cash distribution. In the case of a partial liquidation of an Investor's
Interest, the Investor's tax basis in the distributed securities would be equal
to the Fund's tax basis in the distributed securities (or, if lesser, the
Investor's adjusted tax basis in the Fund Interest), reduced by the amount of
any cash distribution. The Investor's holding period for the distributed
securities would include the Fund's holding period for such securities.
(b) The Fund has been informed that NB Funding Company, LLC ("NB
Funding"), a subsidiary of Bank of America, N.A., the parent company of the
Adviser and Distributor, intends to tender Interests pursuant to the Offer, but
if necessary, it will withdraw a portion of the amount tendered to allow any
other Investor that tenders its Interests to participate fully in the Offer.
ITEM 5. PAST CONTRACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS WITH RESPECT
TO THE ISSUER'S SECURITIES.
The Fund's Prospectus dated June 24, 2004 (the "Prospectus"), and the
LLC Agreement, which were provided to each Investor in advance of subscribing
for Interests, provide that the Fund's Board of Managers has the discretion to
determine whether the Fund will purchase Interests from Investors from time to
time pursuant to written tenders. The Prospectus also states that the Adviser
expects that it will recommend to the Board of Managers that the Fund purchase
Interests from Investors twice each year, in June and December.
The Fund is not aware of any contract, arrangement, understanding or
relationship relating, directly or indirectly, to this Offer (whether or not
legally enforceable) between: (i) the Fund and the Adviser or any Manager or any
person controlling the Fund or controlling the Adviser or any member of the
Board of Managers; and (ii) any person, with respect to Interests. However, the
LLC Agreement provides that the Fund will be dissolved if the Interest of any
Investor that has submitted a written request in accordance with the terms of
the LLC Agreement to tender its entire Interest for repurchase by the Fund has
not been repurchased within a period of two years of the request.
ITEM 6. PURPOSES OF THIS TENDER OFFER AND PLANS OR PROPOSALS OF THE ISSUER OR
AFFILIATE.
(a) The purpose of the Offer is to provide liquidity to Investors that
hold Interests, as contemplated by and in accordance with the procedures set
forth in the Prospectus and the LLC Agreement.
(b) Interests that are tendered to the Fund in connection with the
Offer will be retained. The Fund accepts subscriptions for Interests on the
first day of each month, but is under no obligation to continue to do so.
(c) On April 1, 2004, Bank of America Corporation, the ultimate parent
corporation of the Adviser, acquired FleetBoston Financial Corporation
("Fleet").
As a result of this acquisition, Columbia Management Advisors, Inc.
("CMA") and Columbia Funds Distributor, Inc. ("CFDI") are now indirect
wholly-owned subsidiaries of Bank of America Corporation. The Securities and
Exchange Commission ("SEC") and Office of the New York State Attorney General
("NYAG") filed proceedings against both CMA and CFDI on February 24, 2004
alleging that they had violated certain provisions of the federal securities
laws in connection with trading activity in mutual funds shares and violated
certain New York anti-fraud statutes (the "February 24, 2004 proceedings"). In
order to settle these matters, Fleet entered into an agreement in principle with
the NYAG and the SEC. Bank of America Corporation also entered into this same
agreement in principal with respect to certain matters in connection with
trading activity in mutual funds shares. The agreement in principle is subject
to final documentation and approval by the SEC.
If either CMA or CFDI is ultimately unsuccessful in its defense of, or
efforts to settle, the February 24, 2004 proceedings, CMA, CFDI or any company
that is an affiliated person of CMA and CFDI could be barred from serving as an
investment adviser or distributor for any investment company registered under
the Investment Company Act of 1940. As a result of the Fleet acquisition, the
Adviser and the Fund's distributor, BACAP Distributors, LLC ("the Distributor")
are now affiliated persons of CMA and CFDI and, therefore, under these
circumstances, could be barred from serving as an investment adviser or
distributor for any registered investment company, including the Fund. If either
CMA or CFDI is ultimately unsuccessful in its defense of, or efforts to settle,
the February 24, 2004 proceedings, it is expected that the Adviser and the
Distributor would seek exemptive relief from the SEC to permit them to continue
serving as the investment adviser and distributor of the Fund.
None of the Fund, the Adviser, or the Board of Managers currently has
any plans, proposals or negotiations that relate to or would result in: (1) the
acquisition by any person of additional Interests (other than the Fund's
intention to accept subscriptions for Interests on the first day of each month
and from time to time in the discretion of the Fund), or the disposition of
Interests; (2) an extraordinary transaction, such as a merger, reorganization or
liquidation, involving the Fund; (3) any material change in the present
distribution policy or indebtedness or capitalization of the Fund; (4) any
change in the identity of the Adviser, or in the management of the Fund
including, but not limited to, any plans or proposals to change any material
term of the investment advisory arrangements with the Adviser; (5) a sale or
transfer of a material amount of assets of the Fund (other than as the Board of
Managers determines may be necessary or appropriate to fund all or a portion of
the purchase price for Interests to be acquired pursuant to the Offer or in
connection with the ordinary portfolio transactions of the Fund); (6) any other
material change in the Fund's structure or business, including any plans or
proposals to make any changes in its fundamental investment policies, as
amended, for which a vote would be required by Section 13 of the 1940 Act; or
(7) any changes in the LLC Agreement or other actions that might impede the
acquisition of control of the Fund by any person. Because Interests are not
traded in any market, Sections (6), (7) and (8) of Regulation M-A ss.
229.1006(c) are not applicable to the Fund.
ITEM 7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a) The Fund expects that the purchase price for Interests acquired
pursuant to the Offer, which will not exceed $19,000,000 (unless the Fund elects
to purchase a greater amount), will be derived from one or more of the following
sources: (i) cash on hand; (ii) the proceeds from the sale or delivery of
securities and portfolio assets held by the Fund; and (iii) possibly borrowings,
as described in paragraph (b), below. The Fund will segregate, with its
custodian, cash or U.S. government securities or other liquid securities equal
to the value of the amount estimated to be paid under any Notes as described
above.
(b) Although the Fund is authorized to borrow money to finance the
repurchase of Interests, the Fund believes it has sufficient liquidity to
purchase the Interests tendered pursuant to the Offer without utilizing such
borrowing. However, depending on the dollar amount of Interests tendered and
prevailing general economic and market conditions, the Fund, in its sole
discretion, may decide to borrow money to finance all or a portion of the
purchase price for Interests subject to compliance with applicable law. No
borrowing facilities have been entered into at this time.
(d) See discussion at (b), above.
ITEM 8. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of August 31, 2004, the Distributor, BACAP Distributors, LLC,
owned approximately $155,500 (approximately 0.21%) of the outstanding Interests.
As of September 30, 2004, NB Funding owned approximately $21,083,000
(approximately 28.67%) of the outstanding Interests. The Adviser, Banc of
America Capital Management, LLC may be entitled under the terms of the LLC
Agreement to receive an incentive allocation (if earned and subject to certain
limitations), as specified in the LLC Agreement and described in the Prospectus.
(b) There have been no transactions involving Interests that were
effected during the past 60 business days by the Fund, the Adviser, any Manager
or any person controlling the Fund or the Adviser.
ITEM 9. PERSONS/ASSETS RETAINED, EMPLOYED, COMPENSATED OR USED.
No persons have been employed or retained or are to be compensated by
the Fund to make solicitations or recommendations in connection with the
Offer.
ITEM 10. FINANCIAL STATEMENTS.
(a) (1) Reference is made to the following financial statements of the
Fund, which the Fund has prepared and furnished to Members pursuant to Rule
30e-l under the 1940 Act and filed with the Securities and Exchange Commission
pursuant to Rule 30b2-1 under the 1940 Act, and which are incorporated by
reference in their entirety for the purpose of filing this Schedule TO: Audited
financial statements for the year ended March 31, 2004, previously filed on
EDGAR on Form N-CSR on June 1, 2004.
(2) The Fund is not required to and does not file quarterly
unaudited financial statements under the 1934 Act. The Fund does not have
shares, and consequently does not have earnings per share information.
(3) Not applicable.
(4) The Fund does not have shares, and consequently does not have
book value per share information.
(b) The Fund's assets will be reduced by the amount of the tendered
Interests that are purchased by the Fund. Thus, income relative to assets may be
affected by the Offer. The Fund does not have shares and consequently does not
have earnings or book value per share information.
ITEM 11. ADDITIONAL INFORMATION.
(a) (1) None.
(2) None.
(3) Not applicable.
(4) Not applicable.
(5) None.
(b) None.
ITEM 12. EXHIBITS.
Reference is hereby made to the following exhibits which collectively
constitute the Offer to Investors and is incorporated herein by reference:
A. Cover Letter to the Offer to Purchase and Letter of Transmittal.
B. Offer to Purchase.
C. Form of Letter of Transmittal.
D. Form of Notice of Withdrawal of Tender.
E. Form of Letter from the Fund to Investors in connection with the
Fund's Acceptance of Tenders of Limited Liability Company
Interests.
F. Form of Letter from the Fund to Investors in connection with the
Fund's Acceptance of Tenders of Limited Liability Company
Interests.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
BACAP ALTERNATIVE MULTI-STRATEGY
FUND, LLC
By: Board of Managers
By: /s/ Lawrence Morgenthal
---------------------------
Name: Lawrence Morgenthal
Title: President
October 25, 2004
03564.0004 #518739v4