LETTER OF TRANSMITTAL
Regarding Limited Liability Company Interests in
BACAP ALTERNATIVE MULTI-STRATEGY FUND, LLC
Tendered Pursuant to the Offer to Purchase
Dated March 23, 2005
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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 APRIL 22, 2005, 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
P.O. Box 446
Portland, ME 04112-9925
Fax: (207) 879-6206
For additional information:
Phone: (207) 879-6093
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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 March 23, 2005 ("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,
2005, 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, 2006, which is anticipated to be
completed not later than 60 days after March 31, 2006. The payment of the
contingent obligation will be made promptly after such 60-day period.
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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.
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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
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.)
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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.
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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: _________________
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