[GRAPHIC OMITTED]
ROPES
& GRAY
ROPES & GRAY LLP
ONE INTERNATIONAL PLACE BOSTON, MA 02110-2624 617-951-7000 F 617-951-7050
BOSTON NEW YORK PALO ALTO SAN FRANCISCO WASHINGTON, DC www.ropesgray.com
July 20, 2006 James E. Thomas
(617) 951-7367
james.thomas@ropesgray.com
U.S. Securities and Exchange Commission
Division of Investment Management
100 F Street, N.E.
Washington, DC 20549
Attention: Ms. Laura Hatch
Re: Registration Statement on Form N-2 (File Nos. 333-101056 and 811-21252)
(the "Registration Statement") of BACAP Alternative Multi-Strategy Fund,
LLC (the "Fund")
Dear Ms. Hatch:
This letter contains the Fund's responses to the staff's comments provided by
telephone on July 18, 2006 regarding the Registration Statement. For convenience
of reference, I have summarized each comment before the Fund's response.
PROSPECTUS
PROSPECTUS SUMMARY
1. COMMENT: Under the heading "The Offering" it states that "[a]ll interest
earned on the escrow funds deposited in the Subscription Account is distributed
to the Fund." Please advise supplementally whether the interest is credited to
the subscribing investor or not.
RESPONSE: The Fund confirms that any interest earned on funds deposited in
the Subscription Account is distributed to the Fund (i.e., for the benefit of
all investors in the Fund, pro rata) and is not credited to the particular
subscribing investor. The Fund intends to clarify this in its prospectus by
adding the phrase "and is not credited to any particular subscribing investor"
to the end of the sentence quoted in your comment.
2. COMMENT: Under the heading "Distribution of Interests" it states that "[i]n
addition, a significant portion of the Management Fee received by the Adviser
may be paid to Selling Agents on an ongoing basis for the placement and other
services provided." Please address supplementally the legal basis for these
payments.
RESPONSE: These payments are made from the Adviser's own resources, and not
from the assets of the Fund. (The Fund notes that the Advisory Agreement has
been approved by both its Board of Managers and shareholders as required by
Section 15(a) and Section 15(c) of the Investment Company Act of 1940, as
amended (the "Act").) Accordingly, these payments do not violate any provision
of the Act or any rule under the Act relating to the payment out of Fund assets
of distribution expenses. The payments are disclosed, in the manner that would
be required by NASD Rule 2830(l) were the Fund an open-end investment company,
in the interest of thorough disclosure. For the sake of clarity, the Fund
intends to modify the sentence to read as follows: "In addition, the Adviser may
make ongoing payments to Selling Agents out of its own resources. These payments
may be calculated as a percentage of the Management Fee."
ROPES & GRAY LLP
U.S. Securities and Exchange Commission -2- July 20, 2006
SUMMARY OF FUND EXPENSES
3. COMMENT: Please address supplementally the difference between the 2.41% Total
Annual Expenses shown in the Annual Expense table and the 2.74% Expenses shown
for the year ended March 31, 2006 in the Financial Highlights section.
RESPONSE: A significant portion of the difference is due to the fact that,
effective December 1, 2005, the Administration Agreement between the Fund and
its administrator was amended to reduce the administration fee from 0.25% of the
Fund's net assets to an amount equal to 0.07% of the Fund's net assets plus
expenses of approximately 0.03% of the Fund's net assets. The Fund's expenses
for the fiscal year ended March 31, 2006 reflect, for the period April 1, 2005
through November 30, 2005, the higher administration fee. However, as required
by Instruction 6 to Item 3 of Form N-2, the Fund has estimated Other Expenses in
the Annual Expense table for the current fiscal year (and stated in the
narrative following the table that Other Expenses are based on estimated amounts
for the current fiscal year); accordingly, the Total Annual Expenses shown in
the Annual Expense table reflects the lower administration fee.
The remaining difference between the Total Annual Expenses shown in the
Annual Expense table and the Expenses shown for the fiscal year ended March 31,
2006 is due to a combination of anticipated efficiencies in operating expenses
for the current fiscal year as compared to the year ended March 31, 2006 and the
fact that the Annual Expense table is based on a stated assumption of $78
million in net assets for the current fiscal year, which is greater than the
average net assets of the Fund during the year ended March 31, 2006.
RISK FACTORS
4. COMMENT: In "Concentration" and "Strategy-Specific Risks," please consider
using a synonym for the word "concentration" that is not used in the Act to
indicate the risks relating to a lack of diversification.
RESPONSE: The Fund believes that the word "concentration" accurately and
succinctly describes the phenomenon of investment to a significant or excessive
degree in a single security, or a small number of securities, and that it is
clear in context that "concentration" is being used in its ordinary, plain
English sense rather than with a technical, regulatory meaning. The Fund does
not intend to revise this disclosure.
ROPES & GRAY LLP
U.S. Securities and Exchange Commission -3- July 20, 2006
PERFORMANCE INFORMATION
5. COMMENT: Instead of simply stating that "[t]he Fund has a limited operating
history," please consider adding performance information or a reference to the
Fund's performance information.
RESPONSE: The Fund notes that its entire historical performance is provided,
as required by Form N-2, in the Financial Highlights section, which precedes the
Performance Information section. The Fund believes that its three year operating
history is appropriately characterized as limited. However, the Fund will add a
cross-reference to the Financial Highlights section.
MANAGEMENT OF THE FUND
6. COMMENT: In "--The Adviser," reference is made to a description of the Board
of Managers' approval of the Advisory Agreement included in the Fund's annual
report for the year ended March 31, 2005. Please advise whether this reference
should be to the Fund's annual report for the year ended March 31, 2006.
RESPONSE: The Fund will add a reference to its annual report for the year
ended March 31, 2006, which describes the Board of Managers' approval of an
amendment to the Advisory Agreement during that fiscal year.
* * *
We have been authorized by the Fund to represent to the staff that should the
Securities and Exchange Commission (the "Commission") or the staff, acting
pursuant to delegated authority, declare the filing effective, it does not
foreclose the Commission from taking any action with respect to the filing and
the Fund represents that it will not assert any such action as a defense in any
proceeding initiated by the Commission or any person under the federal
securities law of the United States. The Fund further acknowledges that any
action of the Commission or the staff, acting pursuant to delegated authority,
in declaring the filing effective does not relieve the Fund from its full
responsibility for the adequacy and accuracy of the disclosures in the filing.
As indicated in the Commission's June 24, 2004 release regarding the public
release of comment letters and responses, the Commission is requesting such
acknowledgements from all companies whose filings are being reviewed, and this
request and these acknowledgements should not be construed as suggesting that
there is an inquiry or investigation or other matter involving the Fund.
ROPES & GRAY LLP
U.S. Securities and Exchange Commission -4- July 20, 2006
Thank you for your attention to these matters. We trust that you will find this
letter responsive to your comments. If you have any questions or require any
additional information, please do not hesitate to call me at (617) 951-7367.
Very truly yours,
/s/ James E. Thomas
- -------------------
James E. Thomas
JET/mcs
cc: Ryan C. Larrenaga, Esq.
John M Loder, Esq.
Paula M. Ingram, Esq.