PLAN AND AGREEMENT OF REORGANIZATION AND MERGER
This Plan and Agreement of Reorganization and Merger (the
"Plan" or "Agreement") is made and entered into effective as of
the 1st day of January, 2010, by and among Columbia Management
Multi-Strategy Hedge Fund, LLC, a Delaware limited liability
company ("Columbia Fund"), Grosvenor Registered Multi-Strategy
Fund (TI 1), LLC, a Delaware limited liability company (the
"Feeder Fund") and Grosvenor Registered Multi-Strategy Fund
NewSub, LLC, a Delaware limited liability company (the "NewSub
Fund") (collectively, the "Funds").
WHEREAS, each of the Funds has its registered office in
Delaware at 000 Xxxxx XxXxxx Xxxxxxx, Xxxxx, Xxxxxxxx 00000 and
has National Corporate Research, Ltd. as its registered agent for
service of process in Delaware; and
WHEREAS, Columbia Fund is registered under the Investment
Company Act of 1940, as amended (the "1940 Act"), as a
diversified, closed-end, management investment company; and
WHEREAS, as of the effective date of this Agreement, the
Feeder Fund is the sole member of the NewSub Fund and the sole
owner of an interest therein; and
WHEREAS, Columbia Fund and the Feeder Fund have the same
investment objectives and have substantially the same investment
policies and investment restrictions; and
WHEREAS, the Board of Directors of Columbia Fund (the
"Columbia Fund Board") has determined that it would be in the best
interests of Columbia Fund and its members to effect a
reorganization in which members would invest in a new investment
fund that would pursue its investment objective by investing in
Columbia Fund; and
WHEREAS, the Board of Directors of the Feeder Fund (the
"Feeder Fund Board") has determined that it would be in the best
interests of the Feeder Fund and its members to pursue the
investment objectives of the Feeder Fund by investing in another
investment company having the same investment objectives and
substantially the same investment policies and investment
restrictions as the Feeder Fund; and
WHEREAS, the Columbia Fund Board and the Feeder Fund Board
have each made the findings required by Rule 17a-8 under the 1940
Act that the participation by Columbia Fund and the Feeder Fund,
respectively, in the transactions described in this Plan, is
advisable and in the best interests of its members, and that the
interests of their respective existing members will not be diluted
as a result of such transactions; and
WHEREAS, Section 18-209(b) of the Delaware Limited
Liability Company Act (the "DLLCA") permits the merger of a
Delaware limited liability company with and into another Delaware
limited liability company; and
WHEREAS, the Columbia Fund Board and the Feeder Fund Board
have each determined that it would be desirable for the NewSub
Fund to be merged with and into Columbia Fund, and in connection
therewith, for members of Columbia Fund ("Members") holding
limited liability company interests ("Interests") in Columbia Fund
to receive Interests in the Feeder Fund in exchange for their
Interests in Columbia Fund, upon the terms and conditions
hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and of
the mutual agreements of the parties hereto, being thereunto duly
entered into by and among the Columbia Fund, the Feeder Fund and
the NewSub Fund and approved by resolutions adopted by the
Columbia Fund Board and the Feeder Fund Board, this Agreement and
the terms and conditions hereof and the mode of carrying the same
into effect, are hereby determined and agreed upon as follows:
1. Pursuant to section 18-209(b) of the DLLCA, Columbia
Fund and the NewSub Fund shall be merged with and into a single
limited liability company, to wit Columbia Fund, which shall be
the surviving company of the merger, and which is sometimes
hereinafter referred to as the "Surviving Fund," and which shall
continue to exist as the surviving company under its present name
pursuant to the provisions of the DLLCA. The merger shall become
effective at the time and on the date of the filing by the
Surviving Fund of a Certificate of Merger with the Secretary of
State of the State of Delaware (the "Secretary of State") under
the applicable requirements of Delaware law, or such later time
and date as may be set forth in the Certificate of Merger (the
"Effective Time"). The separate existence of the NewSub Fund
shall cease at the Effective Time in accordance with the
provisions of the DLLCA. Upon the effectiveness of the merger,
all of the assets, rights, privileges and powers of Columbia Fund
and of the NewSub Fund, and all property of Columbia Fund and of
the NewSub Fund, and all debts due to Columbia Fund and to the
NewSub Fund, as well as all other things and causes of action
belonging to each of Columbia Fund and the NewSub Fund, shall be
vested in the Surviving Fund.
2. As soon as practicable following the consummation of
the transactions contemplated by this Agreement, Columbia Fund
will seek to receive an opinion from counsel to Columbia Fund that
the merger should not be a taxable event to Columbia Fund, the
Feeder Fund or the Members, but Columbia Fund does not guarantee
that it will receive such an opinion as no analysis will have been
completed as of the Effective Time.
3. At the Effective Time, each of Columbia Fund, the
Feeder Fund and the NewSub Fund will be registered under the 1940
Act, as a diversified, closed-end, management investment company.
4. At the Effective Time, and as an inducement to
Columbia Fund's willingness to enter into this Agreement, the
Feeder Fund shall issue Interests in the Feeder Fund ("Feeder Fund
Interests") to Members holding Interests in Columbia Fund at the
Effective Time in exchange for and in cancellation of the
Interests of such Members in Columbia Fund. The Feeder Fund
Interests issued to each Member shall have a value equal to the
value of such Member's Interest in Columbia Fund determined as of
the last determination of the values of capital accounts of
Members in Columbia Fund as of or prior to the Effective Time.
5. Annexed hereto and made a part hereof is a copy of
the limited liability company operating agreement (the "Operating
Agreement") of the Surviving Fund as the same shall be in force
and effect at the Effective Time, and said Operating Agreement
shall continue to be the Operating Agreement of the Surviving Fund
until amended and changed pursuant to the provisions of such
Operating Agreement and the provisions of the DLLCA.
6. The name of the Surviving Fund shall be "Grosvenor
Registered Multi-Strategy Master Fund, LLC".
7. As the Surviving Fund, Columbia Fund shall retain
written records that describe the merger as required by paragraph
(a)(5) of Rule 17a-8 under the 1940 Act, and the determinations of
the Columbia Fund Board and the Feeder Fund Board and the bases
thereof, including the factors considered by the Columbia Fund
Board and the Feeder Fund Board, shall be recorded fully in the
minute books of the Surviving Fund and the Feeder Fund,
respectively.
8. The members of the Board of Directors and officers of
Columbia Fund at the Effective Time shall be the members of the
Board of Directors and officers of the Surviving Fund, all of whom
shall hold their respective positions until the due election and
qualification of their respective successors or until their tenure
is otherwise terminated in accordance with the Operating Agreement
of the Surviving Fund.
9. As soon as practicable after the Effective Time, the
Surviving Fund shall on behalf of the NewSub Fund file an
application with the Securities and Exchange Commission pursuant
to Section 8(f) of the 1940 Act for an order declaring that the
NewSub Fund has ceased to be an investment company.
10. Consummation of the merger and other transactions
contemplated by this Agreement is subject to the condition that
this agreement shall have been approved by Members and by the
Feeder Fund, as the sole holder of an Interest in the NewSub Fund.
11. In the event that this Agreement shall have been duly
approved and adopted as set forth in Section 10 above, the parties
hereto agree that they will cause to be executed and filed and
recorded any document or documents prescribed by the laws of the
State of Delaware and that they will cause to be performed all
necessary acts within the State of Delaware and elsewhere to
effectuate the merger and reorganization herein provided for.
12. The Columbia Fund Board and the Feeder Fund Board and
the proper officers of Columbia Fund and the Feeder Fund are
hereby authorized, empowered, and directed to do any and all acts
and things, and to make, execute, deliver, file, and record any
and all instruments, papers and documents which shall be or become
necessary, proper, or convenient to carry out or put into effect
any of the provisions of this Agreement or of the merger and
reorganization herein provided for.
13. Notwithstanding the full approval and adoption of
this Agreement, this Agreement and the transactions contemplated
hereby may be terminated at any time prior to the filing of the
Certificate of Merger with the Secretary of State by the Columbia
Fund Board or by the Feeder Fund Board in the event that such
Board of Directors determines that the merger and reorganization
herein provided for is no longer in the best interests of Columbia
Fund or the Feeder Fund, respectively.
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IN WITNESS WHEREOF, the parties hereto have caused this
Plan and Agreement of Reorganization and Merger to be duly
executed and delivered as of the date first above written.
Columbia Management Multi-Strategy Hedge Fund, LLC
By: /s/ Xxxxxx X. Xxxx
Name: Xxxxxx X. Xxxx
Title: Chief Executive Officer
Grosvenor Registered Multi-Strategy Fund (TI 1), LLC
By: /s/ Xxxxx X. Xxxxxxx, Xx.
Name: Xxxxx X. Xxxxxxx, Xx.
Title: Assistant Treasurer
Grosvenor Registered Multi-Strategy Fund NewSub, LLC
By: Grosvenor Registered Multi-Strategy Fund (TI 1), LLC, its sole member
By: /s/ Xxxxx X. Xxxxxxx, Xx.
Name: Xxxxx X. Xxxxxxx, Xx.
Title: Assistant Treasurer
