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 October 25, 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 November 22, 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 October 25, 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 December 31, 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.:
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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").)*
$-----------
[_] 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
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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 Print Name of Signatory
necessary (Signature of and Title
Owner(s) Exactly as Appeared
on Investor Certification)
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Print Name of Joint Tenant Co-signatory if necessary
Exactly as Appeared
(Signature of Owner(s)
on Investor Certification)
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Print Name and Title of
Co-signatory
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Date:
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03564.0004 #520726