EXHIBIT C
Form of Letter of Transmittal
LETTER OF TRANSMITTAL
REGARDING INTERESTS
IN
MELLON OPTIMA L/S STRATEGY FUND, LLC
TENDERED PURSUANT TO THE OFFER TO PURCHASE
DATED MARCH 27, 2009
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE
AT, AND THIS LETTER OF TRANSMITTAL MUST BE
RECEIVED BY MELLON HEDGE ADVISORS LLC EITHER BY MAIL OR BY
FAX BY 12:00 MIDNIGHT, EASTERN TIME, ON
MONDAY, APRIL 27, 2009 UNLESS THE
OFFER IS EXTENDED.
COMPLETE THE LAST PAGE OF THIS LETTER OF TRANSMITTAL AND FAX
OR MAIL IN THE ENCLOSED POSTAGE-PAID ENVELOPE TO:
Mellon Optima L/S Strategy Fund, LLC
c/o Mellon Hedge Advisors LLC
One Boston Place
024-0071
Boston, MA 02108
Attn: Anthony J. Mastrocola
For additional information:
Phone: (877) 257-0004
Fax: (617) 722-7367
TO ASSURE GOOD DELIVERY, PLEASE SEND THIS LETTER OF TRANSMITTAL
TO MHA AND NOT TO YOUR PORTFOLIO MANAGER.
IF YOU DO NOT WISH TO SELL ANY OF YOUR INTERESTS, PLEASE
DISREGARD THIS LETTER OF TRANSMITTAL.
Ladies and Gentlemen:
The undersigned hereby tenders to Mellon Optima L/S 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 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, 2009 ("Offer to Purchase"), receipt of which is hereby
acknowledged, and in this Letter of Transmittal (which together constituted 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 limited liability company interest
in the Fund or portion thereof tendered hereby pursuant to the Offer. The
undersigned hereby warrants that the undersigned has full authority to sell the
limited liability company interest in the Fund or portion thereof tendered
hereby and that the Fund will acquire good title thereto, free and clear of all
liens, charges, encumbrances, conditional sales agreements or other obligations
relating to the sale thereof, and not subject to any adverse claim, when and to
the extent the same are purchased by it. Upon request, the undersigned will
execute and deliver any additional documents necessary to complete the sale in
accordance with the terms of the Offer.
The undersigned recognizes that under certain circumstances set forth in the
Offer, the Fund may not be required to purchase any of the limited liability
company interest in the Fund or portions thereof tendered hereby.
The undersigned acknowledges that the method of delivery of any documents is at
the election and the complete risk of the undersigned, including, but not
limited to, the failure of the Fund's investment adviser, Mellon Hedge Advisors
LLC ("MHA"), to receive any Letter of Transmittal or other document. Unless
waived, any defects or irregularities in connection with tenders must be cured
within such time as the Fund shall determine. Tenders will not be deemed to have
been made until the defects or irregularities have been cured or waived.
Payment of the Initial and Contingent Payments (as defined in Section 6 of the
Offer to Purchase) for the purchase price for the limited liability company
interest in the Fund or portion thereof of the undersigned shall be credited
directly to the undersigned's investment management or custody account with BNY
Mellon Wealth Management ("BMWM"), if such investor has a BMWM investment
management or custody account. (The undersigned hereby represents and warrants
that the undersigned understands that, for cash payments credited directly to
the undersigned's investment management or custody account, upon a withdrawal of
such cash payment from such account, BMWM will impose such fees as it would
customarily assess upon the withdrawal of cash from such investment management
or custody account). If such investor does not have a BMWM investment management
or custody account, the payment will be sent directly to its mailing address as
listed in the Fund's records. A promissory note ("Note") reflecting the Initial
and Contingent Payment obligations, as described in Section 6 of the Offer to
Purchase, will be held for such investor by the Fund's transfer agent, SEI
Investments Management Corporation, ("SEI"). The undersigned recognizes that the
amount of the Initial Payment will be based on the unaudited estimated net asset
value as of June 30, 2009, of the limited liability company interest or portion
thereof tendered, 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 fiscal year ending March 31, 2010, which is anticipated to be
completed not later than 60 days after the Fund's fiscal year end, and will be
paid in cash within approximately ten days thereafter, or on such earlier date
as the Fund's Directors may determine.
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All authority herein conferred or agreed to be conferred shall survive the death
or incapacity of the undersigned and the obligation of the undersigned hereunder
shall be binding on the heirs, personal representatives, successors and assigns
of the undersigned. Except as stated in Section 5 of the Offer to Purchase, this
tender is irrevocable.
MELLON OPTIMA L/S STRATEGY FUND, LLC
IF YOU DO NOT WANT TO SELL YOUR LIMITED LIABILITY COMPANY INTEREST AT THIS TIME,
PLEASE DISREGARD THIS NOTICE. THIS IS SIMPLY NOTIFICATION OF THE FUND'S TENDER
OFFER. IF YOU CHOOSE TO TENDER, YOU ARE RESPONSIBLE FOR CONFIRMING THAT MHA HAS
RECEIVED YOUR DOCUMENTS BY THE TENDER EXPIRATION DATE. TO ASSURE GOOD DELIVERY,
PLEASE SEND THIS PAGE TO MHA AND NOT TO YOUR PORTFOLIO MANAGER. THIS LETTER OF
TRANSMITTAL MUST BE RECEIVED BY MHA EITHER BY MAIL OR BY FAX BY 12:00 MIDNIGHT,
EASTERN TIME, ON MONDAY, APRIL 27, 2009, UNLESS THE OFFER IS EXTENDED.
PLEASE FAX OR MAIL (THIS PAGE ONLY) IN THE
ENCLOSED POSTAGE-PAID ENVELOPE TO:
Mellon Optima L/S Strategy Fund, LLC
c/o Mellon Hedge Advisors LLC
One Boston Place
024-0071
Boston, MA 02108
Attn: Anthony J. Mastrocola
For additional information:
Phone: (877) 257-0004
Fax: (617) 722-7367
PART 1. NAME:
Name of Investor: [__][__][__][__][__][__][__][__][__][__][__][__][__][__][__]
[__][__][__][__][__][__][__][__][__][__]
SS# or Taxpayer ID #: [__][__][__][__][__][__][__][__][__]
Phone #: [__][__][__][__][__][__][__][__][__][__]
BNY Mellon Wealth Management Account # (if applicable): [__][__][__][__][__][__]
[__][__][__][__][__]
PART 2. AMOUNT OF FUND INTEREST IN THE FUND TO BE TENDERED:
[__] Portion of limited liability company interest expressed as a specific
dollar value. $______________________ (minimum $50,000 unless entire
interest is being tendered). (Subject to maintenance of a minimum
limited liability company interest equal to $50,000 (the "Required
Minimum Balance")). Please note, a promissory note will be held on
your behalf by SEI Investments Management Corporation, the Fund's
transfer agent (the "Note") entitling you to receive an initial
payment of 95% of the estimated unaudited net asset value of your
requested amount, determined as of June 30, 2009. The payment shall be
credited directly to your BMWM investment management or custody
account, if you have a BMWM investment management or custody account
by approximately July 31, 2009. If you do not have a BMWM investment
management or custody account, the payment will be mailed to you
directly at the mailing address listed in the Fund's records. A
contingent payment representing the balance of the requested amount,
if any, is expected to be paid within approximately ten days after the
conclusion of the March 31, 2010 fiscal year-end audit (or earlier, at
the Fund's discretion). Any amounts payable under the Note will
include interest, if any, earned by the Fund on an amount, deposited
by the Fund in a segregated custodial account, equal to 5% of the
estimated unaudited net asset value of Interests tendered by the
investor and accepted by the Fund. THE UNDERSIGNED UNDERSTANDS THAT
IF: (A) THE UNDERSIGNED TENDERS AN AMOUNT THAT WOULD CAUSE THE
UNDERSIGNED'S CAPITAL ACCOUNT BALANCE TO FALL BELOW THE REQUIRED
MINIMUM BALANCE, THE FUND RESERVES THE RIGHT TO REDUCE THE AMOUNT TO
BE PURCHASED FROM THE UNDERSIGNED SO THAT THE REQUIRED MINIMUM BALANCE
IS MAINTAINED OR (B) THE UNDERSIGNED TENDERS AN AMOUNT LESS THAN
$50,000 (UNLESS THE INVESTOR IS TENDERING THE INVESTOR'S ENTIRE
INTEREST HAVING A LOWER VALUE) THE FUND RESERVES THE RIGHT TO REJECT
THE TENDER.
PART 3. SIGNATURE(S):
FOR INDIVIDUAL INVESTORS AND JOINT TENANTS:
SIGNATURE:
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(Signature of Owner(s) Exactly as
Appeared on Investor Application)/Date
PRINT NAME OF INVESTOR:
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JOINT TENANT SIGNATURE:
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(If joint tenants, BOTH MUST SIGN.) (Signature of Owner(s) Exactly as
Appeared on Investor Application)/Date
PRINT NAME OF JOINT TENANT:
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FOR OTHER INVESTORS:
PRINT NAME OF INVESTOR:
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SIGNATURE:
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(Signature of Owner(s) Exactly as
Appeared on Investor Application)/Date
PRINT NAME OF SIGNATORY AND TITLE:
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CO-SIGNATORY IF NECESSARY:
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(Signature of Owner(s) Exactly as
Appeared on Investor Application)/Date
PRINT NAME AND TITLE OF CO-SIGNATORY:
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