LETTER OF TRANSMITTAL
REGARDING
LIMITED LIABILITY COMPANY INTERESTS
IN
BACAP ALTERNATIVE MULTI-STRATEGY FUND, LLC
Tendered Pursuant to the Offer to Purchase
Dated March 27, 2006
---------------------------------------------------------------------
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, APRIL 28, 2006, UNLESS THE OFFER IS EXTENDED.
---------------------------------------------------------------------
COMPLETE THIS LETTER OF TRANSMITTAL AND RETURN BY MAIL OR FAX TO:
Citigroup Global Transaction Services
P.O. Box 446
Portland, ME 04112-9925
Fax: (207) 879-6206
For additional information:
Phone: (207) 879-6093
1
Ladies and Gentlemen:
The undersigned hereby tenders to BACAP Alternative Multi-Strategy Fund, LLC, a
closed-end, non-diversified, management investment company organized under the
laws of the State of Delaware (the "Fund"), the limited liability company
interest (hereinafter the "Interest" or "Interests" as the context requires) in
the Fund 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 27, 2006 ("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 IT,
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 the Fund. 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. The undersigned recognizes that, if the
Offer is oversubscribed, not all the undersigned's Interests in the Fund will be
purchased.
The undersigned acknowledges that the method of delivery of any document is at
the election and the complete risk of the undersigned, including, but not
limited to, the failure of the Fund's sub-transfer agent, Citigroup Global
Transaction Services ("Citigroup"), to receive any Letter of Transmittal or
other document.
A promissory note for the purchase price will be paid to the undersigned if the
Fund accepts for purchase the Interest or portion thereof tendered hereby. The
undersigned acknowledges that the promissory note will be held for the
undersigned by Banc of America Investment Advisors, Inc., the Fund's
administrator. The initial and contingent cash payments of the purchase price
for the Interest or portion thereof tendered by the undersigned and accepted for
purchase by the Fund will be made by wire transfer or check to an account
designated by the undersigned. 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. The undersigned hereby represents and warrants that the
undersigned understands that 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.
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, 2006, 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, 2007, which is anticipated to be
completed not later than 60 days after March 31, 2007. The payment of the
contingent obligation will be made promptly after completion of the audit.
2
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 6 of the Offer to Purchase, this
tender is irrevocable.
IF YOU DO NOT WANT TO SELL YOUR INTERESTS AT THIS TIME, PLEASE DISREGARD THIS
NOTICE. THIS IS SIMPLY NOTIFICATION OF THE FUND'S TENDER OFFER. IF YOU DECIDE TO
TENDER, YOU ARE RESPONSIBLE FOR CONFIRMING THAT CITIGROUP HAS RECEIVED YOUR
DOCUMENTS.
3
PLEASE FAX OR MAIL IN THE ENCLOSED POSTAGE PAID ENVELOPE TO:
CITIGROUP GLOBAL TRANSACTION SERVICES
P.O. BOX 446
PORTLAND, ME 04112-9925
FAX: (207) 879-6206
PHONE: (207) 879-6093
PART 1. INVESTOR INFORMATION:
Name of Investor:
--------------------------------------------------------------
Address of Investor:
-----------------------------------------------------------
- --------------------------------------------------------------------------------
Phone Number: ( )
------------------------------------------------
Bank of America Officer:
-------------------------------------------------------
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 of at least $25,000
must be maintained (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:
The promissory note for the purchase price will be held for you by Banc of
America Investment Advisors, Inc., the Fund's administrator.
FOR ALL ACCOUNTS, please provide the client name and account information to
which cash payments will be distributed. PLEASE NOTE THAT IF INVESTMENT IS HELD
IN CUSTODY BY BAI / NFS, WITHDRAWAL PROCEEDS WILL BE WIRED BACK TO THE CLIENT'S
MASTER BAI / NFS CUSTODY ACCOUNT.
Wire Instructions: Institution:
---------------------------------------------
Account Title:
-------------------------------------------
Account Number:
------------------------------------------
4
For Further Credit Name:
---------------------------------
For Further Credit Account Number:
-----------------------
ABA Number:
-----------------------------------------------
Reference Information: BACAP Alternative Multi-Strategy Fund, LLC
PART 4. SIGNATURE(S):
FOR INDIVIDUAL INVESTORS AND JOINT TENANTS:
- -------------------------------------------
- ------------------------------------------------- -------------------------------------------------
(Signature of Investor(s) or Authorized Person(s) (Signature of Investor(s) or Authorized Person(s)
Exactly as Appeared on Subscription Agreement) Exactly as Appeared on Subscription Agreement)
- ------------------------------------------------- -------------------------------------------------
Name of Signatory (please print) Name of Signatory (please print)
- ------------------------------------------------- -------------------------------------------------
Title of Authorized Person (please print) Title of Authorized Person (please print)
FOR OTHER INVESTORS:
- --------------------
- ------------------------------------------------- -------------------------------------------------
(Signature of Investor(s) or Authorized Person(s) (Signature of Investor(s) or Authorized Person(s)
Exactly as Appeared on Subscription Agreement) Exactly as Appeared on Subscription Agreement)
- ------------------------------------------------- -------------------------------------------------
Name of Signatory (please print) Name of Signatory (please print)
- ------------------------------------------------- -------------------------------------------------
Title of Authorized Person (please print) Title of Authorized Person (please print)
- ------------------------------------------------- -------------------------------------------------
(Signature of Investor(s) or Authorized Person(s) (Signature of Investor(s) or Authorized Person(s)
Exactly as Appeared on Subscription Agreement) Exactly as Appeared on Subscription Agreement)
- ------------------------------------------------- -------------------------------------------------
Name of Signatory (please print) Name of Signatory (please print)
- ------------------------------------------------- -------------------------------------------------
Title of Authorized Person (please print) Title of Authorized Person (please print)
Date: _________________
5