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)
James R. Bordewick, Jr., Esq.
c/o Bank of America Corporation
One Financial Center
Boston, Massachusetts 02110
(617) 772-3672
(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:
John M. Loder, Esq.
Ropes & Gray LLP
One International Place
Boston, Massachusetts 02110
(617) 951-7000
March 27, 2006
(Date Tender Offer First Published,
Sent or Given to Security Holders)
CALCULATION OF FILING FEE
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Transaction Valuation: $13,000,000 Amount of Filing Fee: $1,391(b)
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(a) Calculated as the aggregate maximum purchase price for limited liability
company interests.
(b) Calculated at $107.00 per $1,000,000 of the 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:
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[_] 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 net asset value,
calculated as of the Valuation Date (as defined below). The Board of Managers of
the Fund ("Board of Managers") has determined to offer to purchase Interests in
the Fund in an amount up to $13,000,000. The offer to purchase Interests (the
"Offer") will remain open until 12:00 midnight, Eastern Time, on April 28, 2006,
unless the Offer is extended (the "Expiration Date"). The net asset value of the
Interests will be calculated for this purpose as of June 30, 2006 or, if the
Offer is extended, as of the next occurring last business day of a calendar
month within sixty-five (65) days from the date on which the Offer actually
expires (the "Valuation Date"). The Fund reserves the right to adjust the
Valuation Date to correspond to any extension of the Offer. The Fund will review
the calculation of the net asset value of Interests during the Fund's audit for
its fiscal year ending March 31, 2007, which the Fund expects will be completed
by the end of May 2007, and the audited net asset value of the Fund will be used
to determine the final amount paid for tendered Interests.
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The Offer is being made to all holders of Interests ("Investors") and is
not conditioned on any minimum amount of Interests being tendered. Investors may
tender their entire Interest or a portion of their Interest (defined as a
specific dollar value) up to an amount such that the Investor maintains the
required minimum capital account balance of at least $25,000. If you tender your
entire Interest or a portion of your interest and the Fund purchases that
Interest, subject to any extension of the Offer, you will receive a promissory
note, to be held by Banc of America Investment Advisors, Inc. ("BAIA"), in its
capacity as the Fund's administrator, entitling you to receive an initial
payment in cash and/or marketable securities (valued in accordance with the LLC
Agreement and distributed to tendering investors on a pari passu basis) no later
than 60 calendar days after the Valuation Date, equal to at least 95% of the
estimated unaudited net asset value of your Interest tendered and accepted for
purchase by the Fund as of the Valuation Date. The promissory note also will
entitle you to receive a contingent payment equal to the balance promptly after
the completion of the audit of the Fund's financial statements for the fiscal
year ending March 31, 2007.
An Investor that tenders for repurchase only a portion of its Interest
will be required to maintain a capital account balance of at least $25,000. 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, withdrawals of capital from the portfolio securities held by the Fund
and/or borrowings, though the Fund does not presently intend to make any such
borrowings.
Until the expiration of the Offer, an Investor has the right to change its
mind and withdraw any tender of its Interests. If the Fund has not accepted an
Investors tender of an Interest (or portion of an Interest) before May 22, 2006,
such Investor will also have the right to withdraw the tender of its Interest on
or after such date. Interests withdrawn prior to the Expiration Date may be
re-tendered on or before the Expiration Date by following the tender procedures
described in the Offer.
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 to Citigroup
Global Transaction Services ("Citigroup"), at P.O. Box 446, Portland, ME
04112-9925 or (ii) fax it to Citigroup at (207) 879-6206, so that it is received
before 12:00 midnight, Eastern Time, on April 28, 2006 (or if the Offer is
extended, until any later Expiration Date). If the Investor chooses to fax the
Letter of Transmittal, it should mail the original Letter of Transmittal to
Citigroup promptly after it is faxed (although the original does not have to be
received before the Expiration Date).
The value of the Interests will likely change between the date its net
asset value was last calculated and the Valuation Date, when the value of
Interests tendered and accepted for purchase will be determined for purposes of
calculating the purchase price for such Interests. Investors may obtain the
estimated net asset value of their Interests, which the Fund will calculate
monthly until the expiration date of the Offer, by contacting Citigroup 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).
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The Fund has the right to cancel, amend or postpone the Offer at any time
before midnight, Eastern Time, on the Expiration Date. 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,
unless extended, expires on April 28, 2006, an Investor that tenders its
Interest will remain an Investor in the Fund, with respect to the Interest
tendered and accepted for purchase by the Fund, through the Valuation Date, when
the net asset value of the Investor's Interest is calculated. Accordingly, the
value of an Investor's tendered Interest may rise or fall until the Valuation
Date.
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 40 West 57th Street, NY1-040-31-01,
New York, New York 10019 and the telephone number is (888) 786-9977.
(b) The title of the securities that are the subject of the Offer is
limited liability company interests or portions thereof in the Fund (referred to
herein as Interests). As of the close of business on March 1, 2006, there was
approximately $74,125,960 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 $13,000,000 pursuant to tenders by Investors
that are received by 12:00 midnight, Eastern Time, on April 28, 2006, and not
withdrawn, 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 40 West 57th Street,
NY1-040-31-01, New York, New York 10019 and the telephone number is (888)
786-9977. The investment adviser of the Fund is Banc of America Investment
Advisors, Inc. (the "Adviser"). The principal executive office of the Adviser is
located at 100 Federal Street, Boston, MA 02110 and it may be reached at (888)
786-9977. The members of the Fund's Board of Managers are Thomas W. Brock,
Thomas Yellin and Alan Brott. Their address is c/o BACAP Alternative
Multi-Strategy Fund, LLC, 40 West 57th Street, NY1-040-31-01, New York, New York
10019.
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 $13,000,000 of Interests that are
tendered by Investors by 12:00 midnight, Eastern Time, on April 28, 2006 (or if
the Offer is extended, by any later Expiration Date) and not withdrawn as
described in Item 4(a)(1)(vi) below.
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(ii) The purchase price of Interests tendered to the Fund and accepted
for purchase will be their net asset value as of the close of the Valuation Date
if the Offer expires on April 28, 2006, and otherwise the net asset value
thereof as of the close of business on any later date as corresponds to any
extension of the Offer (the next occurring last business day of a calendar month
within sixty-five (65) days after the date on which the Offer expires). The Fund
reserves the right to adjust the Valuation Date to correspond with any extension
of the Offer.
An Investor whose entire Interest or a portion thereof is tendered and
accepted for purchase by the Fund will receive as consideration a
non-transferable promissory note, to be held for such Investor by the Fund's
administrator, entitling the Investor to receive an initial payment in cash
and/or marketable securities (valued in accordance with the LLC Agreement and
distributed to tendering Investors on a pari passu basis) equal to 95% of the
estimated unaudited net asset value of the Interest tendered and accepted for
purchase by the Fund, determined as of the Valuation Date, taking into account
any Incentive Allocation payable to the Adviser (the "Initial Payment"). Payment
of this amount will be made to the Investor within 60 calendar days after the
Valuation Date. The promissory note also will entitle the Investor to receive a
contingent payment equal to the excess, if any, of (a) the net asset value of
the Interest tendered and accepted for purchase 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, 2007 over (b) the Initial Payment. The Contingent
Payment will be payable in cash promptly after completion of the audit of the
Fund's financial statements for the fiscal year ending March 31, 2007. It is
anticipated that the audit of the Fund's financial statements for the fiscal
year ending March 31, 2007 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.
Any cash payments due under the note will be made by wire transfer
directly to the account in which the tendering Investor held its Interest or
such other account as the tendering Investor may designate in writing. Cash
payments wired directly to such Investor accounts will be subject upon
withdrawal from the account to any fees that the institution at which the
account is held would customarily assess upon the withdrawal of cash from the
account.
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; and (e) forms of Letters 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, and E,
respectively.
(iii) The scheduled expiration date of the Offer is 12:00 midnight,
Eastern Time, April 28, 2006.
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(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. In the event that the Fund so elects to extend the
tender period, for the purpose of determining the purchase price for tendered
Interest, the net asset value of such Interest will be determined as of the
close of business on the next occurring last business day of a calendar month
within sixty-five (65) days after the date on which the Offer expires. 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) cancel or suspend the Offer in the circumstances set forth in
Section 8 of the Offer to Purchase dated March 27, 2006 and in the event of such
cancellation, not to purchase or pay for any Interests tendered pursuant to the
Offer; (b) amend the Offer; and/or (c) postpone the acceptance of Interests
tendered pursuant to the Offer. 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, April 28, 2006 (or if the Offer is extended, before any
later Expiration Date) and, if tendered Interests have not then been accepted
for purchase by the Fund, at any time on or after May 22, 2006 (i.e. the date 40
business days from the commencement of the Offer).
(vii) Investors wishing to tender Interests pursuant to the Offer
should mail or fax a completed and executed Letter of Transmittal to Citigroup
at the address or fax number set forth on the first page of the Letter of
Transmittal. The completed and executed Letter of Transmittal must be received
by Citigroup, either by mail or by fax, no later than the Expiration Date. The
Fund recommends that all documents be submitted to Citigroup via certified mail,
return receipt requested, or by facsimile transmission. An Investor choosing to
fax a Letter of Transmittal to Citigroup must also send or deliver the original
completed and executed Letter of Transmittal to Citigroup promptly thereafter.
Investors wishing to confirm receipt of a Letter of Transmittal may
contact Citigroup at the address or telephone number set forth on the first page
of the Letter of Transmittal. The method of delivery of any documents is at the
election and complete risk of the Investor tendering an Interest, including, but
not limited to, the failure of Citigroup to receive any Letter of Transmittal or
other document submitted by facsimile transmission. All questions as to the
validity, form, eligibility (including time of receipt) and acceptance of
tenders will be determined by the Fund, in its sole discretion, and such
determination shall be final and binding.
The Fund reserves the absolute right to reject any or all tenders
determined by it not to be in appropriate form or the acceptance of or payment
for which would, in the opinion of counsel for the Fund, be unlawful. The Fund
also reserves the absolute right to waive any of the conditions of the Offer or
any defect in any tender with respect to any particular Interest or any
particular Investor, and the Fund's interpretation of the terms and conditions
of the Offer will be final and binding. Unless waived, any defects or
irregularities in connection with a tender must be cured within such time as the
Fund shall determine. A tender will not be deemed to have been made until the
defects or irregularities relating to that tender have been cured or waived.
None of the Fund, the Adviser or the Board of Managers shall be obligated to
give notice of any defects or irregularities in tenders, nor shall any of them
incur any liability for failure to give such notice.
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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 Citigroup at the address or the fax number set forth
on the first page of the Letter of Transmittal. A form used to give notice of
withdrawal of a tender is available by calling Citigroup at the telephone number
set forth on the first page of the Letter of Transmittal. All questions as to
the form and validity (including time of receipt) of notices of withdrawal of a
tender are determined by the Fund in its sole discretion, and its determinations
are final and binding. 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 to a tendering Investor of its election to purchase such
Investor's Interest.
(ix) If Interests totaling more than $13,000,000 are duly tendered by
Investors to the Fund prior to the Expiration Date and are not withdrawn, the
Fund will in its sole discretion either (a) accept the additional Interests
permitted to be accepted pursuant to Rule 13e-4(f)(3) under the Securities
Exchange Act of 1934, as amended; (b) extend the Offer, if necessary, and
increase the amount of Interests that the Fund is offering to purchase to an
amount it believes sufficient to accommodate the excess Interests tendered as
well as any Interests tendered during the extended Offer; or (c) accept
Interests tendered on or before the Expiration Date for payment on a pro rata
basis based on the aggregate net asset value of tendered Interests. The Offer
may be extended, amended or canceled in various other circumstances described in
Item 4(a)(1)(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 who do
not tender Interests. Investors who 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.
However, the Fund believes that this result is unlikely given the nature of the
Fund's investment program. 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. Payment for Interests and portions of Interests purchased pursuant to
this Offer may also require the Fund to liquidate portfolio holdings earlier
than the Adviser would otherwise have caused these holdings to be liquidated,
potentially resulting in losses or increased investment related expenses.
(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 of a purchase of their Interests by
the Fund pursuant to the Offer.
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In general, an Investor from whom an Interest is purchased by the Fund
will be treated as receiving a distribution from the Fund. Such Investors
generally will not recognize income or gain as a result of the purchase, except
to the extent (if any) that the amount of money received by the Investor exceeds
such Investor's then adjusted tax basis in such Investor's Interest. An
Investor's basis in such Investor's remaining Interest will be reduced (but not
below zero) by the amount of money received by the Investor from the Fund in
connection with the purchase. An Investor's basis in such Investor's Interest
will be adjusted for income, gain or loss allocated (for tax purposes) to such
Investor for periods through the Valuation Date. Money distributed to an
Investor in excess of the adjusted tax basis of such Investor's Interest is
taxable as capital gain or ordinary income, depending on the circumstances. An
Investor whose entire Interest is purchased by the Fund may recognize a loss,
but only to the extent that the amount of money received from the Fund is less
than the Investor's then adjusted tax basis in the Investor's repurchased
Interest. In the unlikely event that the Fund uses securities rather than cash
as consideration, there would be different tax consequences.
(b) To the Fund's knowledge, no executive officer, director, or
affiliate plans to tender, and the Fund presently has no plan to purchase the
Interest of any executive officer, director or other affiliate of the Fund
pursuant to the Offer.
ITEM 5. PAST CONTRACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS WITH
RESPECT TO THE ISSUER'S SECURITIES.
The Fund's Prospectus (as updated and supplemented from time to time, 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 with respect to Interests 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. 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.
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(b) Interests that are tendered to the Fund in connection with the
Offer will be retired, although the Fund may issue new Interests from time to
time. The Fund currently expects that it will accept subscriptions for Interests
on the first day of each month, but is under no obligation to do so.
(c) Neither the Fund, the Adviser, nor the Board of Managers currently
has any plans, proposals or negotiations that relate to or would result in: (a)
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; (b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Fund; (c) any material change in
the present distribution policy or indebtedness or capitalization of the Fund;
(d) any change in the identity of the Adviser, its Board of Managers or in the
management of the Fund, including, but not limited to, any plans or proposals to
change the number or the term of the members of the Board of Managers or to fill
any existing vacancy on the Board of Managers; (e) 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 any portion of the purchase
price for Interests acquired pursuant to this Offer or in connection with
ordinary portfolio transactions of the Fund); (f) 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 for which a vote would be
required by Section 13 of the 1940 Act; or (g) any changes in the LLC Agreement
or other actions that may impede the acquisition of control of the Fund by any
person. Because Interests are not traded in any market, Subsections (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 $13,000,000 (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) withdrawal of capital from one or more of the
portfolio funds in which the Fund invests; (iii) the proceeds of the sale of
securities and portfolio assets held by the Fund; and/or (iv) possibly
borrowings, as described in paragraph (d) 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) There are no material conditions to the financing of the
transaction. There are no alternative financing plans or arrangements for the
transaction.
(d) Neither the Fund, the Board of Managers, nor the Adviser have
determined at this time to borrow funds to purchase Interests tendered in
connection with the Offer. 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 any portion of the
purchase price, subject to compliance with applicable law. The Fund expects that
the repayment of any amounts borrowed will be financed from additional funds
contributed to the Fund by existing and/or new Investors, withdrawal of capital
from the portfolio funds in which it invests or from the proceeds of the sale of
securities and portfolio assets held by the Fund.
-9-
ITEM 8. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of February 28, 2006, NB Funding Company, LLC ("NB Funding"), a
subsidiary of Bank of America, N.A., the parent company of the Adviser and
Distributor, owned approximately $18,155,865 (approximately 27.66%) of the
outstanding Interests and has no plan to tender.
(b) Other than the acceptance of subscriptions as of February 1, 2006
and March 1, 2006, there have been no transactions involving Interests that were
effected during the past 60 business days by the Fund, the Adviser, any member
of the Board of Managers or any person controlling the Fund or the Adviser.
ITEM 9. PERSONS/ASSETS RETAINED, EMPLOYED, COMPENSATED OR USED.
No persons have been employed, 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
30d-1 under the 1940 Act and filed with the Securities and Exchange Commission
("SEC") 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 fiscal year ending March 31, 2004,
previously filed on EDGAR on Form N-CSR on June 1, 2004.
Audited financial statements for the fiscal year ending March 31, 2005,
previously filed on EDGAR on Form N-CSR on June 6, 2005.
Unaudited financial statements for the six month period ending
September 30, 2005, previously filed on EDGAR on Form N-CSR on December
7, 2005.
Copies of these financial statements may be obtained by visiting the
SEC's website at WWW.SEC.GOV or may be obtained free of charge by
calling the Fund at (888) 786-9977.
(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.
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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 are incorporated herein by reference:
A. Cover Letter to 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. Forms of Letters to Investors in connection with the Fund's
acceptance of tenders of Interests.
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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: /s/ Lawrence Morgenthal
---------------------------
Name: Lawrence Morgenthal
Title: President
March 27, 2006
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EXHIBIT INDEX
EXHIBIT
A Cover Letter of Offer to Purchase and Letter of Transmittal.
B Offer to Purchase.
C Form of Letter Transmittal.
D Form of Notice of Withdrawal of Tender.
E Forms of Letters to Investors in connection with the Fund's
acceptance of tenders of Interests.
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