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
(Amendment to Schedule TO filed on March 26, 2008)
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)
Michelle Rhee, 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 25, 2008
(Date Tender Offer First Published,
Sent or Given to Security Holders)
CALCULATION OF FILING FEE
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Transaction Valuation: $21,000,000(a) Amount of Filing Fee: $825.30(b)
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(a) Calculated as the aggregate maximum purchase price for limited liability
company interests.
(b) Calculated at $39.30 per $1,000,000 of the Transaction Valuation.
[X] 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: $825.30
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Form or Registration No.: Schedule TO-I, Registration No. 005-79366
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Filing Party: BACAP Alternative Multi-Strategy Fund, LLC
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Date Filed: March 26, 2008
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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.
BACAP Alternative Multi-Strategy Fund, LLC (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 (the "Board") has authorized the Fund to offer
to purchase Interests in an amount up to $21,000,000. The offer to purchase
Interests (the "Offer") will remain open until 12:00 midnight, Eastern Time, on
April 24, 2008, or, if the Offer is extended, until a later date that
corresponds to the extension of the Offer (the "Expiration Date"). The net asset
value of the Interests will be calculated for this purpose as of June 30, 2008
or, if the Offer is extended, as of the next occurring last business day of a
calendar month which is 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
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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,
2008, which the Fund expects will be completed by the end of May 2008, and the
audited net asset value of the Fund will be used to determine the final amount
paid for tendered Interests.
For further information relating to the Offer such as the maintenance
of a minimum capital account, the results of an Investor tendering a portion of
its Interest versus tendering its entire Interest, and the procedures for
tendering Interests, please refer to paragraph #1 in the Offer to Purchase
attached hereto as Exhibit B.
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 its offering of Interests is 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, NY1-040-33-02,
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 February 29, 2008, there was
approximately $104,691,506 in outstanding Interests. Subject to the conditions
set forth in the Offer, the Fund will purchase up to $21,000,000 in Interests
that are tendered by and not withdrawn by Investors, 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 Amended and Restated Limited Liability
Company Agreement dated December 1, 2005 (the "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 Bank 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 Board 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 up to $21,000,000 of Interests that are tendered by Investors by
12:00 midnight, Eastern Time, on the Expiration Date, which is April 24, 2008,
unless the Offer is extended, and not withdrawn.
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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 business
on the Valuation Date, which is June 30, 2008 unless the Offer is extended, in
which case it is the next occurring last business day of a calendar month within
sixty-five (65) days after the date on which the Offer actually expires. The net
asset value will be determined after all allocations to capital accounts of the
Investor required to be made by the LLC Agreement have been made.
For a discussion of the purchase and payment for an Investor whose
entire Interest or a portion thereof is tendered and accepted for purchase by
the Fund refer to paragraph #7 of the Offer to Purchase attached hereto as
Exhibit B.
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 24, 2008.
(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. See paragraph #8 of the Offer to Purchase
attached hereto as Exhibit B for additional information.
(vi) Any Investor tendering an Interest pursuant to the Offer may
withdraw the tender at any time before midnight, Eastern Time, on the Expiration
Date, which is April 24, 2008, unless the Offer is extended, and, if tendered
Interests have not then been accepted by the Fund, at any time on or after June
19, 2008 (i.e., after the expiration of 40 business days from the commencement
of the Offer).
(vii) For a description of the procedures for tendering Interests,
reference should be made to paragraph #5 of the Offer to Purchase attached
hereto as Exhibit B.
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 UMB 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 UMB 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 before the Expiration Date by following the procedures described
above.
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(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 $21,000,000 are duly tendered
by Investors to the Fund prior to the Expiration Date and are not withdrawn, the
options of the Fund are delineated in paragraph #4 of the Offer to Purchase
attached hereto as Exhibit B. The Offer may be extended, amended or canceled in
various other circumstances as described in paragraph #8 of the Offer to
Purchase attached hereto as Exhibit B.
(x) The effect of the purchase of Interests is discussed in
paragraph #2 of the Offer to Purchase attached hereto as Exhibit B.
(xi) Not applicable.
(xii) For a general summary of the federal income tax consequences
of the purchase of Interests by the Fund from Investors pursuant to the Offer
please refer to paragraph #10 of the Offer to Purchase attached hereto as
Exhibit B. 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.
(a)(2) Not Applicable.
(b) To the Fund's knowledge, no executive officer, director, or
affiliate plans to tender, and the Fund presently has no plans 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 Board 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 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; 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.
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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.
(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) See paragraph #9 of the Offer to Purchase attached hereto as
Exhibit B regarding the Fund's, Adviser's or Board's current plans, proposals or
negotiations, if any. 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 $21,000,000. See paragraph #7 of
the Offer to Purchase attached hereto as Exhibit B for a further explanation of
the sources from which the purchase price will be derived.
(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, nor the Adviser have determined at
this time to borrow funds to purchase Interests tendered in connection with the
Offer. For further information see paragraph #7 of the Offer to Purchase
attached hereto as Exhibit B.
ITEM 8. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of February 29, 2008 NB Funding Company, LLC ("NB Funding"), a
subsidiary of Bank of America, N.A., the parent company of the Adviser and
Columbia Management Distributors, Inc., the distributor, owned approximately
$23,361,112 (approximately 22.31%) of the outstanding Interests and has no plans
to tender.
(b) Other than the acceptance of subscriptions as of February 1, 2008
and March 1, 2008 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 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.
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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 Investors
pursuant to Rule 30e-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, 2006,
previously filed on EDGAR on Form N-CSR on June 9, 2006.
Audited financial statements for the fiscal year ending March 31, 2007,
previously filed on EDGAR on Form N-CSR on June 7, 2007.
Unaudited financial statements for the six-month period ending
September 30, 2007, previously filed on EDGAR on Form N-CSR on December
10, 2007.
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 Securities Exchange Act of 1934. 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.
ITEM 11. ADDITIONAL INFORMATION.
(a) (1) None.
(2) None.
(3) Not applicable.
(4) Not applicable.
(5) None.
(b) None.
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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/ David R. Bailin
----------------------------------------
Name: David R. Bailin
Title: President
March 25, 2008
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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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BACAP Alternative
Multi-Strategy Fund, LLC
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IF YOU DO NOT WANT TO SELL FUND INTERESTS AT THIS TIME, PLEASE
DISREGARD THIS NOTICE. THIS LETTER AND THE ATTACHED
INFORMATION ARE SIMPLY NOTIFICATION OF THE FUND'S TENDER OFFER.
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March 25, 2008
Dear Investor:
We are writing to inform you of important dates relating to a tender offer by
BACAP Alternative Multi-Strategy Fund, LLC (the "Fund"). If you are not
interested in selling your limited liability company interest in the Fund
("Interest") at this time, please disregard this notice.
TENDER OFFER INFORMATION
The tender offer period will begin on March 25, 2008 and end at 12:00 midnight,
Eastern Time, on April 24, 2008. The purpose of the tender offer is to provide
liquidity to Investors who hold Interests. Interests may be redeemed only by
tendering them during one of the Fund's announced tender offers.
Should you wish to tender your Interest or a portion of your Interest during
this tender offer period, please complete and return the enclosed Letter of
Transmittal in the enclosed envelope or by fax so that it arrives no later than
April 24, 2008. If you do not wish to tender your Interest, simply disregard
this notice. NO ACTION IS REQUIRED IF YOU DO NOT WISH TO SELL ANY PORTION OF
YOUR INTEREST AT THIS TIME.
All requests to tender Interests must be received by the Fund's Sub-Transfer
Agent, UMB Fund Services ("UMB"), either by mail or by fax (if by fax, please
deliver an original, executed copy promptly thereafter) in good order by April
24, 2008. IF YOU ELECT TO TENDER, PLEASE CONFIRM RECEIPT OF THE LETTER OF
TRANSMITTAL WITH UMB BY CALLING (888) 422-4227.
TO LEARN MORE
If you would like to learn more about the tender offer, please refer to the
attached Offer to Purchase document, which contains additional information. If
you have any questions, please contact your dedicated relationship team at Bank
of America. The Fund's helpline (888) 786-9977 is also available to address any
questions regarding the tender offer or the Fund in general.
Sincerely,
BACAP ALTERNATIVE MULTI-STRATEGY FUND, LLC
Offer to Purchase
BACAP ALTERNATIVE MULTI-STRATEGY FUND, LLC
40 West 57th Street
Mail Code: NY1-040-31-01
New York, New York 10019
OFFER TO PURCHASE UP TO $21,000,000 IN OUTSTANDING
LIMITED LIABILITY COMPANY INTERESTS IN THE FUND
DATED MARCH 25, 2008
LETTER OF TRANSMITTAL MUST BE RECEIVED BY UMB FUND SERVICES ("UMB")
BY THURSDAY, APRIL 24, 2008
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT
12:00 MIDNIGHT, EASTERN TIME, ON THURSDAY, APRIL 24, 2008,
UNLESS THE OFFER IS EXTENDED
To the Investors of BACAP Alternative Multi-Strategy Fund, LLC:
BACAP Alternative Multi-Strategy Fund, LLC, a closed-end, non-diversified,
management investment company organized as a Delaware limited liability company
(the "Fund"), is offering to purchase for cash, on the terms and conditions set
forth in this offer to purchase ("Offer to Purchase") and the related Letter of
Transmittal (which together with this Offer to Purchase constitutes the
"Offer"), up to $21,000,000 of interests in the Fund. (As used in this Offer,
the term "Interest" or "Interests," as the context requires, refers to the
limited liability company interests in the Fund representing beneficial
interests in the Fund.) Purchases would be pursuant to tenders by investors of
the Fund ("Investors") at a price equal to their net asset value as of June 30,
2008 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"). This Offer is being made to all
Investors and is not conditioned on any minimum amount of Interests being
tendered, but is subject to certain conditions described below. Interests are
not traded on any established trading market and are subject to strict
restrictions on transferability under the Fund's Amended and Restated Limited
Liability Company Agreement dated as of December 1, 2005 (the "LLC Agreement").
The Offer will remain open until 12:00 midnight, Eastern Time, on April 24, 2008
(the "Initial Expiration Date"), or, if the Offer is extended, until any later
date that corresponds to an extension of the Offer. The later of the Initial
Expiration Date or the latest time and date to which the Offer is extended is
called the "Expiration Date."
Investors who desire to tender an Interest, or a portion of an Interest, for
purchase must complete and sign the attached Letter of Transmittal and mail it
or fax it to UMB for receipt on or before the Expiration Date. (See Section 5 of
the Offer to Purchase for more information.)
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Investors should realize that the value of the Interests tendered in this Offer
likely will change between February 29, 2008 (the last time net asset value was
calculated) and the Valuation Date (June 30, 2008, unless the Offer is
extended), when the value of the Interests tendered to the Fund for purchase is
determined. Investors tendering their Interest should also note that although
the tender offer expires on April 24, 2008 (unless the Offer is extended), they
will remain Investors in the Fund, with respect to the Interest tendered and
accepted for purchase by the Fund, through the Valuation Date. Any tendering
Investors that wish to obtain the estimated net asset value of their Interests
should contact UMB, at the telephone number or address set forth below, Monday
through Friday, except holidays, during normal business hours of 9:00 a.m. to
5:00 p.m. (Eastern Time).
IMPORTANT
NONE OF THE FUND, BANC OF AMERICA INVESTMENT ADVISORS, INC., THE FUND'S
INVESTMENT ADVISER (THE "ADVISER"), OR ANY MEMBER OF THE FUND'S BOARD OF
MANAGERS MAKES ANY RECOMMENDATION ON BEHALF OF THE FUND TO ANY INVESTOR AS TO
WHETHER TO TENDER OR REFRAIN FROM TENDERING INTERESTS. INVESTORS MUST MAKE THEIR
OWN DECISIONS WHETHER TO TENDER INTERESTS AND, IF THEY CHOOSE TO DO SO, THE
PORTION OF THEIR INTERESTS TO TENDER.
BECAUSE EACH INVESTOR'S INVESTMENT DECISION IS A PERSONAL ONE BASED ON ITS
FINANCIAL CIRCUMSTANCES, NO PERSON HAS BEEN AUTHORIZED TO MAKE ANY
RECOMMENDATION ON BEHALF OF THE FUND AS TO WHETHER INVESTORS SHOULD TENDER
INTERESTS PURSUANT TO THE OFFER. NO PERSON HAS BEEN AUTHORIZED BY THE FUND TO
GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS IN CONNECTION WITH THE OFFER
OTHER THAN THOSE CONTAINED HEREIN OR IN THE LETTER OF TRANSMITTAL. IF GIVEN OR
MADE, SUCH RECOMMENDATION AND SUCH INFORMATION AND REPRESENTATIONS MUST NOT BE
RELIED ON AS HAVING BEEN AUTHORIZED BY THE FUND.
THIS TRANSACTION HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED ON THE FAIRNESS OR MERITS OF SUCH TRANSACTION OR ON
THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED IN THIS DOCUMENT. ANY
REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
Questions, requests for assistance and requests for additional copies of the
Offer may be directed to:
BACAP Alternative Multi-Strategy Fund, LLC
c/o UMB Fund Services
803 W. Michigan St. Ste A
Milwaukee, Wisconsin 53233
Phone: (888) 422-4227
Fax: (816) 860-3140
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BACAP ALTERNATIVE MULTI-STRATEGY FUND, LLC
OFFER TO PURCHASE
TABLE OF CONTENTS
1. SUMMARY TERM SHEET........................................................2
2. BACKGROUND AND PURPOSE OF THE OFFER.......................................3
3. OFFER TO PURCHASE AND PRICE...............................................4
4. AMOUNT OF TENDER..........................................................5
5. PROCEDURE FOR TENDERS.....................................................5
6. WITHDRAWAL RIGHTS.........................................................6
7. PURCHASES AND PAYMENT.....................................................6
8. CERTAIN CONDITIONS OF THE OFFER...........................................7
9. CERTAIN INFORMATION ABOUT THE FUND........................................8
10. CERTAIN FEDERAL INCOME TAX CONSEQUENCES...................................9
11. MISCELLANEOUS.............................................................9
12. FINANCIAL STATEMENTS.....................................................10
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1. SUMMARY TERM SHEET.
This summary highlights certain information concerning this Offer. To understand
the Offer fully and for a more complete discussion of the terms and conditions
of the Offer, please read carefully this entire Offer to Purchase and the
related Letter of Transmittal.
o The Fund's offering documents, as supplemented from time to time, state
that the Fund will offer from time to time to purchase a portion of its
outstanding Interests at net asset value (that is, the value of the Fund's
assets minus its liabilities), calculated as of the Valuation Date. The
Board of Managers of the Fund has authorized the Fund to offer to purchase
Interests in an amount up to $21,000,000. This Offer will remain open until
12:00 midnight, Eastern Time, on the Expiration Date, which is April 24,
2008, unless the Offer is extended. The net asset value of an Interest will
be calculated for this purpose as of the Valuation Date, which is June 30,
2008 unless the Offer is extended. The Fund reserves the right to adjust
the Valuation Date to correspond to any extension of the Offer.
o The Offer is being made to all holders of Interests and is not conditioned
on any minimum amount of Interests being tendered. You may tender your
entire Interest or a portion of your Interest (defined as a specific dollar
value) up to an amount such that you maintain the required minimum capital
account balance of at least $25,000.
o If you tender all or a portion of your Interest and the Fund purchases that
Interest, you will receive a promissory note, to be held by Banc of America
Investment Advisors, Inc. ("BAIA" or "Adviser") 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 purchased
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, 2009. See Section 7.
o If you tender only a portion of your Interest, you are required to maintain
a capital account balance of at least $25,000. We reserve the right to
purchase less than the amount you tender if the amount you tender would
cause your remaining interest in the Fund to have a value less than the
required minimum balance. See Section 7.
o If the Fund accepts the tender of your entire Interest or a portion of your
Interest, your proceeds will be funded from one or more of the following
sources: cash on hand, withdrawals of capital from the portfolio funds in
which the Fund invests, the proceeds of the sale of and delivery of
portfolio securities held by the Fund, or borrowings, though the Fund does
not presently intend to make any such borrowings. See Section 7.
o Until the expiration of the Offer, you have the right to change your mind
and withdraw any tenders of your Interest. If the Fund has not accepted
your tender of an Interest (or portion of an Interest) before June 19,
2008, you will also have the right to withdraw the tender of your Interest
on or after that date. Interests withdrawn before the Expiration Date may
be re-
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tendered on or before the Expiration Date by following the tender
procedures described herein. See Section 6.
o If you would like the Fund to purchase your Interest or a portion of your
Interest, you must complete, sign and either mail or fax the enclosed
Letter of Transmittal to UMB at the address or fax number listed on page
(ii) of this Offer to Purchase, so that it is received before 12:00
midnight, Eastern Time, on the Expiration Date, which is April 24, 2008
unless the Offer is extended. If you choose to fax the Letter of
Transmittal, please mail the original Letter of Transmittal to UMB promptly
after you fax it (although the original does not have to be received before
the Expiration Date). See Section 5.
o If you would like to obtain the estimated net asset value of your Interest,
which is calculated monthly, contact UMB at the address listed on page
(ii), Monday through Friday, except holidays, during normal business hours
of 9:00 a.m. to 5:00 p.m., Eastern Time. The value of your Interest will
likely change between the date its net asset value was last calculated and
the Valuation Date, which is June 30, 2008 unless the Offer is extended,
when the value of Interests tendered and accepted for purchase will be
determined for purposes of calculating the purchase price for Interests.
See Section 3. Please note that the Fund has the right to cancel, amend or
postpone this Offer at any time before midnight, Eastern Time, on the
Expiration Date, which is April 24, 2008 unless the Offer is extended. Also
note that although the Offer will expire on the Expiration Date, you will
remain an Investor in the Fund, with respect to any Interest you tendered
that is accepted for purchase by the Fund, through the Valuation Date, when
the net asset value of your Interest is calculated. Accordingly, the value
of your tendered Interests may rise or fall until the Valuation Date.
o If you elect to tender, it is your responsibility to confirm, and it is
strongly recommended that you confirm, receipt of the Letter of Transmittal
with UMB. See Section 5.
2. BACKGROUND AND PURPOSE OF THE OFFER.
The purpose of this Offer is to provide liquidity to Investors that hold
Interests in the Fund, as contemplated by and in accordance with the procedures
set forth in the Fund's Prospectus, as updated and supplemented from time to
time (the "Prospectus"), and the LLC Agreement. The Prospectus and the LLC
Agreement, which were provided to each Investor in advance of subscribing for
Interests, provide that the Board of Managers of the Fund has the discretion to
determine whether the Fund will purchase Interests from time to time from
Investors 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. Because
there is no secondary trading market for Interests and transfers of Interests
are prohibited without prior approval of the Fund, the Board of Managers has
approved the Offer, after consideration of various matters, including but not
limited to those set forth in the Prospectus, and the recommendation of the
Adviser, in order to provide liquidity for Interests as contemplated in the
Prospectus and the LLC Agreement.
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 due to the reduction in the Fund's aggregate assets resulting from payment
for the Interests tendered. These risks include the potential for
-3-
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 who 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 new and existing
Investors make additional subscriptions for Interests from time to time. 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.
Interests that are tendered to the Fund in connection with this 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 thereafter, but is under no obligation to do so.
Net Assets of the Fund
December 31, 2007 $105,001,195
January 31, 2008 $103,535,624
February 29, 2008 $104,691,506 (estimate)
March 1, 2008 $106,028,306 (estimate including subscriptions
made on March 1)
3. OFFER TO PURCHASE AND PRICE.
The Fund will, on the terms and subject to the conditions of the Offer, purchase
up to $21,000,000 of Interests that are properly tendered by Investors, and not
withdrawn (in accordance with Section 6 below) before 12:00 midnight, Eastern
Time, on the Expiration Date, which is April 24, 2008, unless the Offer is
extended. The Fund reserves the right to extend, amend or suspend the Offer as
described in Sections 4 and 8 below. The purchase price of an Interest, or
portion thereof, tendered and accepted for purchase will be its net asset value
as of the close of the Valuation Date payable as set forth in Section 7. The
Fund reserves the right to adjust the Valuation Date to correspond with any
extension of the Offer.
As of the start of business on March 1, 2008, the Fund had approximately
$106,028,306 in Interests outstanding (based on the estimated unaudited net
asset value of such Interests and including subscriptions made as of March 1,
2008). Investors may obtain monthly estimated net asset value information, which
the Fund calculates based on information it receives from the managers of the
portfolio funds in which the Fund invests, as of the most recent month-end, by
contacting UMB at the telephone number or address set forth on page (ii), Monday
through Friday, except holidays, during normal business hours of 9:00 a.m. to
5:00 p.m. Eastern Time. The value of an Investor's Interest will likely change
between any such date and the Valuation Date, which is June 30, 2008 unless the
Offer is extended, when the value of the Interests tendered by Investors will be
determined for purposes of calculating the purchase price of Interests tendered
and accepted for purchase.
-4-
4. AMOUNT OF TENDER.
The Offer is being made to all Investors and is not conditioned on any minimum
amount of Interests being tendered. Subject to the limitations set forth below,
Investors may tender their entire Interest or a portion of their Interest
(defined as a specific dollar value) as long as they maintain a capital account
balance of least $25,000. The Fund reserves the right to reduce the amount to be
purchased from any Investor tendering a portion of its Interest so that the
required minimum capital account balance is maintained.
If the amount of Interests that are properly tendered pursuant to the Offer and
not withdrawn pursuant to Section 6 below is less than or equal to $21,000,000
(or such greater amount as the Fund may elect to purchase pursuant to the
Offer), the Fund will, on the terms and subject to the conditions of the Offer,
purchase all of the tendered Interests unless the Fund elects to suspend or
amend the Offer, or postpone acceptance of tenders made pursuant to the Offer,
as provided in Section 8 below. If more than $21,000,000 of Interests are duly
tendered to the Fund prior to the Expiration Date and not withdrawn pursuant to
Section 6 below, 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 suspended in various other circumstances
described in Section 8 below.
5. PROCEDURE FOR TENDERS.
Investors wishing to tender Interests pursuant to the Offer should send or
deliver a completed and executed Letter of Transmittal to UMB in the enclosed
envelope at the address set forth on page (ii), or fax a completed and executed
Letter of Transmittal to UMB at the fax number set forth on page (ii). The
completed and executed Letter of Transmittal must be received by UMB, either by
mail or by fax, no later than the Expiration Date. The Fund recommends that all
documents be submitted to UMB via certified mail, return receipt requested, or
by facsimile transmission. An Investor choosing to fax a Letter of Transmittal
to UMB must also send or deliver the original completed and executed Letter of
Transmittal to UMB promptly thereafter.
Investors wishing to confirm receipt of a Letter of Transmittal may contact UMB
at the address or telephone number set forth on page (ii). 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 UMB 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 determinations 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
-5-
Investor, and the Fund's interpretation of the terms and conditions of the Offer
is final and binding. Unless waived, any defects or irregularities in connection
with a tender must be cured within such time as the Fund determines. 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 are obligated to give notice of any defects or
irregularities in tenders, nor will any of them incur any liability for failure
to give such notice.
6. WITHDRAWAL RIGHTS.
Any Investor tendering an Interest pursuant to this Offer may withdraw its
tender at any time before midnight, Eastern Time, on the Expiration Date, which
is April 24, 2008 unless the Offer is extended, and, if tendered Interests have
not been accepted by the Fund, at any time on or after June 19, 2008. To be
effective, any notice of withdrawal of a tender must be timely received by UMB
at the address or fax number set forth on page (ii). A form to give notice of
withdrawal of a tender is available by calling UMB at the telephone number set
forth on page (ii). 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. Interests subject
to a tender that has been properly withdrawn will not thereafter be deemed to be
tendered for purposes of the Offer. However, withdrawn Interests may be tendered
again before the Expiration Date by following the procedures described in
Section 5.
7. PURCHASES AND PAYMENT.
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 the
tendering Investor of its election to purchase the Investor's Interest. As
stated in Section 3 above, the purchase price of an Interest tendered by any
Investor and accepted for purchase will be the net asset value thereof as of the
Valuation Date, which is June 30, 2008 if the Offer expires on the Initial
Expiration Date, and otherwise the next occurring last business day of a
calendar month within sixty-five (65) days after the date on which the Offer
expires. The net asset value will be determined after all allocations to capital
accounts of the Investor required to be made by the LLC Agreement have been
made.
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,
non-interest bearing 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 (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 entitles 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, 2009 over (b) the Initial
Payment (the "Contingent Payment"). The Contingent Payment is payable in cash
promptly after completion of the audit of the Fund's financial statements for
the fiscal year ending March 31, 2009. It is anticipated that the audit of the
Fund's financial statements for the fiscal year ending March 31, 2009 will be
completed by no later than 60 days after the end of the fiscal year. Although
the note is non-interest bearing, the Fund may earn interest on these deposited
amounts. Any such interest is for the benefit of the Fund and will not be paid
to tendering Investors as part of any Contingent Payment.
-6-
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
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 or by check directly
to the tendering Investor to an address designated by the Investor. Cash
payments wired directly to 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.
The Fund expects that cash payments for Interests acquired pursuant to the Offer
will not exceed $21,000,000 (unless the Fund elects to purchase a greater
amount) and will be derived from: (a) cash on hand; (b) withdrawal of capital
from one or more of the portfolio funds in which the Fund invests; (c) the
proceeds of the sale of securities and portfolio assets held by the Fund; or (d)
possibly borrowings, as described below. The Fund will segregate, with its
custodian, cash or U.S. government securities or other liquid securities equal
to the value of the amounts estimated to be paid under the promissory notes as
described above. 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 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.
8. CERTAIN CONDITIONS OF THE OFFER.
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 and of the new Expiration Date. In the event that the Fund so elects
to extend the tender period, the Valuation Date for the purpose of determining
the purchase price for tendered Interests will be the next occurring last
business day of a calendar month within sixty-five (65) days from the new
Expiration Date. 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: (a) to cancel or suspend the Offer in the
circumstances set forth in the following paragraph and in the event of such
cancellation or suspension not to purchase or pay for any Interests tendered
pursuant to the Offer; (b) to amend the Offer; or (c) to postpone the acceptance
of Interests tendered. If the Fund determines to amend the Offer or to postpone
the acceptance of Interests tendered, it will,
-7-
to the extent necessary, extend the period of time during which the Offer is
open as provided above and will promptly notify Investors.
The Fund, by action of a majority of the Board of Managers, may suspend the
Offer at any time, including but not limited: (a) for any period during which an
emergency exists as a result of which it is not reasonably practicable for the
Fund to dispose of securities it owns or determine the value of the Fund's net
assets; (b) for any other periods that the Securities Exchange Act of 1934
permits by order for the protection of Investors; or (c) under other unusual
circumstances as the Board of Managers deems advisable to the Fund and its
Investors. The Board of Managers may deem it advisable to suspend the Offer in
the event, among other things, that: (x) the Fund would not be able to liquidate
portfolio securities in a manner that is orderly and consistent with the Fund's
investment objectives and policies in order to purchase Interests tendered
pursuant to the Offer; (y) there is, in the judgment of the Board of Managers,
any (i) legal action or proceeding instituted or threatened challenging the
Offer or otherwise materially adversely affecting the Fund, (ii) declaration of
a banking moratorium by federal or state authorities or any suspension of
payment by banks in the United States that is material to the Fund, (iii)
limitation imposed by federal or state authorities on the extension of credit by
lending institutions, (iv) suspension of trading on any organized exchange or
over-the-counter market where the Fund has a material investment, (v)
international or national calamity directly or indirectly involving the United
States that is material to the Fund, (vi) material decrease in the net asset
value of the Fund from the net asset value of the Fund as of commencement of the
Offer, or (vii) other event or condition that would have a material adverse
effect on the Fund or its Investors if Interests tendered pursuant to the Offer
were purchased; or (z) the Board of Managers determines that it is not in the
best interest of the Fund to purchase Interests pursuant to the Offer.
9. CERTAIN INFORMATION ABOUT THE FUND.
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 its offering of Interests is registered under the Securities Act of 1933, as
amended. It is organized as a Delaware limited liability company. The principal
office of the Fund is located at 40 West 57th Street, Mail Code: NY1-040-31-01,
New York, New York 10019 and the phone number is (888) 786-9977. Interests are
not traded on any established trading market and are subject to strict
restrictions on transferability pursuant to the LLC Agreement.
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
-8-
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.
As of February 29, 2008, NB Funding Company, LLC ("NB Funding"), a subsidiary of
Bank of America, N.A., the parent company of the Adviser and Columbia Management
Distributors, Inc., the Distributor, owned approximately $23,361,113
(approximately 22.31%) of the outstanding Interests and has no plans to tender.
Other than the acceptance of subscriptions as of February 1, 2008 and March 1,
2008, there have been no transactions involving the Interests that were effected
during the past 60 days by the Fund, the Adviser, any member of the Board of
Managers or any person controlling the Fund or the Adviser.
10. CERTAIN FEDERAL INCOME TAX CONSEQUENCES.
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.
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.
11. MISCELLANEOUS.
The Offer is not being made to, nor will tenders be accepted from, Investors in
any jurisdiction in which the Offer or its acceptance would not comply with the
securities or other laws of such jurisdiction. The Fund is not aware of any
jurisdiction in which the Offer or tenders would not be in compliance with the
laws of such jurisdiction. However, the Fund reserves the right to exclude
Investors from the Offer in any jurisdiction in which it is asserted that the
Offer cannot lawfully be made. The Fund believes such exclusion is permissible
under applicable laws and
-9-
regulations, provided the Fund makes a good faith effort to comply with any
state law deemed applicable to the Offer.
The Fund has filed an Issuer Tender Offer Statement on Schedule TO with the
Securities and Exchange Commission, which includes certain information relating
to the Offer. A free copy of this statement may be obtained from the Fund by
contacting UMB at the address and telephone number listed on page (ii) or from
the Securities and Exchange Commission's internet web site, http://www.sec.gov.
For a fee, a copy may be obtained from the public reference office of the
Securities and Exchange Commission at Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, DC 20549.
12. FINANCIAL STATEMENTS.
The following financial statements of the Fund are incorporated herein by
reference: audited financial statements for the fiscal year ended March 31,
2007, previously filed on EDGAR on Form N-CSR on June 7, 2007; audited financial
statements for the fiscal year ended March 31, 2006, previously filed on EDGAR
on Form N-CSR on June 9, 2006; and unaudited financial statements for the six
month period ending September 30, 2007, previously filed on EDGAR on Form N-CSR
on December 10, 2007.
You may obtain copies of these financial statements 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.
-10-
LETTER OF TRANSMITTAL
REGARDING
LIMITED LIABILITY COMPANY INTERESTS
IN
BACAP ALTERNATIVE MULTI-STRATEGY FUND, LLC
Tendered Pursuant to the Offer to Purchase
Dated March 25, 2008
---------------------------------------------------------------------
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE
AT, AND THIS LETTER OF TRANSMITTAL MUST BE
RECEIVED BY THE FUND'S SUB-TRANSFER AGENT BY,
12:00 MIDNIGHT, EASTERN TIME,
ON THURSDAY, APRIL 24, 2008, UNLESS THE OFFER IS EXTENDED.
---------------------------------------------------------------------
COMPLETE THIS LETTER OF TRANSMITTAL AND RETURN BY MAIL OR FAX TO:
BACAP Alternative Multi-Strategy Fund, LLC
c/o UMB Fund Services
803 W. Michigan St. Ste A
Milwaukee, Wisconsin 53233
Phone: (888) 422-4227
Fax: (816) 860-3140
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 (the "Interest") 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 25, 2008 ("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 Interest in the Fund or
portions thereof tendered hereby. The undersigned recognizes that, if the Offer
is oversubscribed, all the undersigned's Interest in the Fund may not 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, UMB Fund Services
("UMB"), to receive any Letter of Transmittal or other document.
A non-transferable, non-interest bearing 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
Board of 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, 2008, unless the offer is extended, 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, 2009, which is anticipated to be completed not
later than 60 days after March 31, 2009. The payment of the contingent
obligation will be made promptly after the completion of the audit.
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 UMB HAS RECEIVED YOUR DOCUMENTS.
PLEASE FAX OR MAIL THE ENCLOSED ENVELOPE TO:
BACAP ALTERNATIVE MULTI-STRATEGY FUND, LLC
C/O UMB FUND SERVICES
803 W. MICHIGAN ST. STE A
MILWAUKEE, WISCONSIN 53233
PHONE: (888) 422-4227
FAX: (816) 860-3140
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 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 YOUR 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:
-------------------------------------
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:
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Form of Notice of Withdrawal of Tender
(To be provided only to Investors that call and request the form.)
NOTICE OF WITHDRAWAL OF TENDER
REGARDING LIMITED LIABILITY COMPANY INTERESTS IN
BACAP ALTERNATIVE MULTI-STRATEGY FUND, LLC (THE "FUND")
Tendered Pursuant to the Offer to Purchase
Dated March 25, 2008
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THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE
AT, AND THIS NOTICE OF WITHDRAWAL MUST BE
RECEIVED BY THE FUND'S SUB-TRANSFER AGENT EITHER BY MAIL OR FAX BY,
12:00 MIDNIGHT, EASTERN TIME,
ON THURSDAY APRIL 24, 2008, UNLESS THE OFFER IS EXTENDED.
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COMPLETE THIS NOTICE OF WITHDRAWAL AND RETURN BY MAIL OR FAX TO:
BACAP ALTERNATIVE MULTI-STRATEGY FUND, LLC
C/O UMB FUND SERVICES
803 W. MICHIGAN ST. STE A
MILWAUKEE, WISCONSIN 53233
PHONE: (888) 422-4227
FAX: (816) 860-3140
YOU ARE RESPONSIBLE FOR CONFIRMING THAT THIS NOTICE OF WITHDRAWAL IS RECEIVED
BY UMB FUND SERVICES.
-2-
Ladies and Gentlemen:
The undersigned hereby withdraws the tender of its limited liability company
interest in BACAP ALTERNATIVE MULTI-STRATEGY FUND, LLC (the "Fund"), or the
tender of a portion of such interest, for purchase by the Fund that previously
was submitted by the undersigned in a Letter of Transmittal dated
_____________________.
This tender was in the amount of:
[ ] Entire limited liability company interest in the Fund ("Interest").
[ ] Portion of Interest expressed as a specific dollar value: $
--------------
The undersigned recognizes that upon the receipt on a timely basis of this
Notice of Withdrawal of Tender, properly executed, the Interest (or portion
thereof) previously tendered will not be purchased by the Fund.
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:
----------------------
-3-
- --------------------------------------------------------------
BACAP Alternative
Multi-Strategy Fund, LLC
Form of Letter from the Fund
to Investors in Connection with the Fund's Acceptance of Tenders of
Limited Liability Company Interests
THIS LETTER IS BEING SENT TO YOU IF YOU TENDERED YOUR INTEREST IN THE
FUND, OR A PORTION THEREOF.
- ---------, ----
XXX X. XXXX
XX XXXX XXXX
XX XXXX XXXX
XXXX, XX 00000
Dear Investor:
BACAP ALTERNATIVE MULTI-STRATEGY FUND, LLC (the "Fund") has received and
accepted for purchase your tender of your limited liability company interest, or
a portion thereof, in the Fund. Because you have tendered and the Fund has
accepted your tender request, you will be entitled to receive a payment of at
least 95% of the purchase price of the interest tendered, based on the estimated
unaudited net asset value of the Fund as of June 30, 2008 (the "Valuation
Date"), in accordance with the terms of the tender offer. A cash payment in this
amount will be wire transferred to the account designated by you in your Letter
of Transmittal dated ____________, 2008 or to such other account you have
designated to the Fund, or sent by check to an address you have designated to
the Fund, no later than 60 days after the Valuation Date, and provided that your
account retains the required minimum balance, in accordance with the terms of
the tender offer. You will remain a member of the Fund with respect to any
portion of your interest in the Fund that you did not tender.
The balance of the purchase price will be paid to you after the completion of
the Fund's year-end audit for the fiscal year ending March 31, 2009, and is
subject to year-end audit adjustment. This amount will be paid promptly after
the conclusion of the year-end audit, or on such earlier date as the Fund's
Board of Managers may determine, according to the terms of the tender offer. We
expect the audit to be completed by the end of May 2009.
If you have any questions, please contact your dedicated relationship team at
Bank of America. The Fund's helpline is also available and can be reached at
(888) 786-9977 to address any questions regarding the tender offer or the Fund
in general.
Sincerely,
BACAP ALTERNATIVE MULTI-STRATEGY FUND, LLC
- --------------------------------------------------------------
BACAP Alternative
Multi-Strategy Fund, LLC
Form of Letter from the Fund
to Investors in Connection with the Fund's Acceptance of Tenders of
Limited Liability Company Interests
THIS LETTER IS BEING SENT TO YOU IF YOU TENDERED YOUR INTEREST IN THE
FUND, OR A PORTION THEREOF.
- ---------, ----
XXX X. XXXX
XX XXXX XXXX
XX XXXX XXXX
XXXX, XX 00000
Dear Investor:
BACAP ALTERNATIVE MULTI-STRATEGY FUND, LLC (the "Fund") has received and
accepted for purchase your tender of your limited liability company interest, or
a portion thereof, in the Fund. Please refer to your investor statement for June
30, 2008, which reflects the Fund's purchase of your tendered interest.
You have been paid at least 95% of the purchase price of the interest tendered,
based on the estimated unaudited net asset value of the Fund as of June 30,
2008, provided that, in the case of a partial tender, your account retains the
required minimum balance, in accordance with the terms of the tender offer. The
funds were wired directly into your account or such other account that you
designated to the Fund. You remain a member of the Fund with respect to any
portion of your interest in the Fund that you did not tender.
The balance of the purchase price will be paid to you after the completion of
the Fund's year-end audit for the fiscal year ending March 31, 2009, and is
subject to year-end audit adjustment. This amount will be paid promptly after
the conclusion of the year-end audit, or on such earlier date as the Fund's
Board of Managers may determine, according to the terms of the tender offer. We
expect the audit to be completed by the end of May 2009.
If you have any questions, please feel free to contact your dedicated
relationship team at Bank of America. The Fund's helpline is also available and
can be reached at (888) 786-9977 to address any questions regarding the tender
offer or the Fund in general.
Sincerely,
BACAP ALTERNATIVE MULTI-STRATEGY FUND, LLC
- --------------------------------------------------------------
BACAP Alternative
Multi-Strategy Fund, LLC
Form of Letter from the Fund
to Investors in Connection with the Fund's Acceptance of Tenders of
Limited Liability Company Interests
- ---------, ----
XXX X. XXXX
XX XXXX XXXX
XX XXXX XXXX
XXXX, XX 00000
Dear Investor:
In accordance with the terms of the tender offer, the balance of the purchase
price of the interest tendered, based on the audited net asset value of the Fund
as of June 30, 2008 (the "Valuation Date"), was wired directly to the account
designated by you in your Letter of Transmittal or to such other account that
you designated to the Fund.
If you have any questions, please contact your dedicated relationship team at
Bank of America. The Fund's helpline is also available and can be reached at
(888) 786-9977 to address any questions regarding the tender offer or the Fund
in general.
SINCERELY,
BACAP Alternative Multi-Strategy Fund, LLC