EXHIBIT (a)(1)(iii)
XXXXXXXXXX PARTNERS ABSOLUTE RETURN FUND LLC
(THE "FUND")
OFFER TO PURCHASE
UP TO 5% OF OUTSTANDING
LIMITED LIABILITY COMPANY INTERESTS (THE "INTERESTS")
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THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 P.M., EASTERN TIME, ON
AUGUST 30, 2002, UNLESS THE OFFER IS EXTENDED.
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THIS OFFER TO PURCHASE AND THE ACCOMPANYING LETTER OF TRANSMITTAL (WHICH,
TOGETHER WITH ANY AMENDMENTS OR SUPPLEMENTS THERETO, COLLECTIVELY CONSTITUTE THE
"OFFER") ARE NOT CONDITIONED ON ANY MINIMUM AMOUNT OF INTERESTS BEING TENDERED,
BUT ARE SUBJECT TO OTHER CONDITIONS AS OUTLINED HEREIN AND IN THE LETTER OF
TRANSMITTAL.
INTERESTS ARE NOT TRADED ON ANY ESTABLISHED TRADING MARKET AND ARE SUBJECT
TO STRICT RESTRICTIONS ON TRANSFERABILITY PURSUANT TO THE FUND'S LIMITED
LIABILITY COMPANY AGREEMENT DATED AS OF FEBRUARY 22, 2002.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS IN CONNECTION WITH THE OFFER OTHER THAN THOSE CONTAINED HEREIN
AND IN THE LETTER OF TRANSMITTAL, AND IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MAY NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE FUND OR
ITS INVESTMENT ADVISER OR SUBADVISER. THE FUND HAS BEEN ADVISED THAT NO DIRECTOR
OR EXECUTIVE OFFICER OF THE FUND INTENDS TO TENDER ANY INTERESTS PURSUANT TO THE
OFFER.
IMPORTANT
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Any holder of an Interest who acquired that Interest on or prior to June
25, 2002 (each such holder, a "Member") desiring to tender any portion of that
Member's Interest should complete and sign the Letter of Transmittal in
accordance with the instructions in the Letter of Transmittal, and mail or fax
the Letter of Transmittal and any other required documents to the Fund's
subadministrator, accountant and transfer agent, PFPC Inc. (the
"Subadministrator").
Questions, requests for assistance and requests for additional copies of
this Offer to Purchase and the Letter of Transmittal may be directed to the
Subadministrator in the manner set forth on the last page of this Offer to
Purchase.
If you do not wish to tender your Interest, you need not take any action.
July 15, 2002
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SUMMARY TERM SHEET
This Summary Term Sheet highlights certain information concerning this
tender offer. To understand the Offer fully and for a more complete discussion
of the terms and conditions of the Offer, you should read carefully this entire
Offer to Purchase and the related Letter of Transmittal.
What Is The Tender Offer?............ Xxxxxxxxxx Partners Absolute Return Fund
LLC (the "Fund") is offering to purchase
up to 5% of the Fund's outstanding
limited liability company interests (the
"Interests") held by Members who became
Members on or prior to June 25, 2002 at a
price equal to the proportionate net
asset value of the Interests (that is,
each Interest's proportionate share of
the estimated value of the Fund's assets
minus its liabilities). This offer (the
"Offer") will remain open until 11:59
p.m., Eastern time, on August 30, 2002
(the "Expiration Date") unless the Offer
is extended.
Estimated net asset value will be
calculated for this purpose as of
September 30, 2002, or, if the Offer is
extended, calculated instead on the
sooner of the close of business on either
the 30th day (or next business day) or
the last business day of the month
following the month in which the tender
offer expires (the "Valuation Date"). The
Fund expects to complete the calculation
of net asset value for the Valuation Date
within 30 days after the Valuation Date.
May I Tender All Or A Portion of My
Interest?............................ You may tender your entire Interest, a
portion of your Interest defined as a
specific dollar value or a portion of
your Interest above the required minimum
capital account balance.
If you tender for repurchase only a
portion of your Interest you will be
required to maintain a capital account
balance equal to the greater of: (1)
$50,000, net of any performance fee
payable to the investment adviser that
would be deducted from your capital
account if the Valuation Date were a date
on which a performance fee would
otherwise be paid (the "Tentative
Performance Fee") and net of amounts
constituting placement fees or (2) the
amount of the Tentative Performance Fee
and placement fees. We reserve the right
to reject your tender if you tender less
than your entire Interest and the
purchase of the full amount tendered
would cause your capital account to have
less than the required minimum balance.
If The Interest I Tender is Accepted
By The Fund, How And When Will
Payment Be Made?..................... If you properly tender your Interest and
we purchase that Interest, we will give
you a non-interest bearing,
non-transferable promissory note (the
"Note"), payable as described below,
entitling you to an amount equal to the
estimated net asset value of the Interest
tendered, determined by the Fund on the
Valuation Date, less any performance fee
payable to the investment adviser or any
performance fee that would be payable to
the investment adviser if the Valuation
Date of the Interests were a date on
which an performance fee would otherwise
be paid.
The Note will be mailed by PFPC Inc. (the
"Subadministrator")
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to your address of record on the books of
the Fund and will entitle you to an
initial payment (the "Initial Payment")
in cash and/or marketable securities
(valued in accordance with the Fund's
Limited Liability Company Agreement dated
February 22, 2002 (the "LLC Agreement")
equal to 90% of the estimated net asset
value of the tendered Interest which will
be paid to you within the later of (1) 30
days after the Valuation Date or, (2) if
the Fund has requested withdrawals of
capital from any investment funds in
order to fund the purchase of Interests,
ten business days after the Fund has
received at least 90% of the aggregate
amount withdrawn from such investment
funds, which in some circumstances may
take a substantial period of time due to
the possibility of limited liquidity of
the investment funds.
The Note will also entitle you to a final
payment (the "Final Payment") equal to
the excess, if any, of (a) the net asset
value of the Interest tendered,
determined as of the Valuation Date and
based upon the results of the annual
audit of the Fund's financial statements
for the fiscal year in which the
Valuation Date occurs over (b) the
Initial Payment. The Final Payment will
be paid within ten business days after
the completion of the Fund's next annual
audit, which the Fund anticipates will be
completed within 60 days of March 31,
2003.
What Is The Deadline To Tender Your
Interest, And May That Deadline Be
Extended?............................ The deadline for Members to tender their
Interests is 11:59 p.m., Eastern time, on
August 30, 2002 (the "Expiration Date"),
unless extended. The Fund may extend the
deadline for tendering Interests by
notifying the Subadministrator and
issuing a press release or making some
other public announcement by no later
than the next business day after the
Offer otherwise would have expired. See
Section 1 of this Offer to Purchase.
What Is The Net Asset Value of
Interests As Of A Recent Date?....... The value of your Interest will change
due to market fluctuation between May 31,
2002 (the first date as of which net
asset value has been calculated) and
September 30, 2002, the date as of which
the value of the Fund will be determined
for purposes of calculating the purchase
price of the Interests.
The Fund determines the estimated net
value of the Interests on a rolling
monthly basis (the net asset value for a
particular month is calculated at the end
of the following month). If you would
like to obtain the estimated net asset
value of your Interest, you may contact
the Subadministrator at (000) 000-0000 or
at the address listed on the last page of
this Offer to Purchase, Monday through
Friday, except holidays, during normal
business hours of 9:00 a.m. to 5:00 p.m.
(Eastern time). See Section 7 of this
Offer to Purchase for additional
information regarding net asset values.
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How Do I Tender My Interest?......... You should obtain the tender offer
materials, including this Offer to
Purchase and the related Letter of
Transmittal, read them, and if you decide
to tender, complete a Letter of
Transmittal and submit any other
documents required by the Letter of
Transmittal. These materials must be
received by the Subadministrator in
proper form before 11:59 p.m., Eastern
time, on August 30, 2002 (the "Expiration
Date") (unless the tender offer is
extended by the Fund, in which case the
new Expiration Date will be as stated in
the public announcement of the
extension). See Section 3 of this Offer
to Purchase.
Is There Any Cost To Me To Tender?... No fees or commission will be payable to
the Fund in connection with the Offer.
May I Withdraw My Request to Tender
After I Have Tendered My Interest
And, If So, By When?................. Yes, you may withdraw your request to
tender your Interest at any time prior to
11:59 p.m., Eastern time, on August 30,
2002 (the "Expiration Date") (or if the
Expiration Date is extended, at any time
prior to 11:59 p.m., Eastern time, on the
new Expiration Date).
How Do I Withdraw Tendered
Interests?........................... A notice of withdrawal of a tendered
Interest must be timely received by the
Subadministrator by the Expiration Date.
This notice must specify the name of the
Member who tendered the Interests and the
amount of Interests being withdrawn
(which must be the entire Interest or
portion thereof tendered). Withdrawn
Interests may be re-tendered by following
the tender procedures before the
Expiration Date (including any extension
period). See Section 4 of this Offer to
Purchase.
May I Place Any Conditions On The
Tender Of My Interest?............... No.
Is There A Limit On The Amount Of
My Interest I May Tender?............ Yes. You may tender your entire Interest
or the portion of your Interest defined
as a specific dollar value above the
required minimum capital account balance
subject to the conditions discussed in
Section 13 of this Offer to Purchase.
However, a maximum of 5% of the total
outstanding Interests will be accepted
for tender. See Section 1 of this Offer
to Purchase.
What If More Than 5% of the Total
Interests Outstanding Are Tendered
(And Not Timely Withdrawn)?.......... The Fund will purchase duly tendered
Interests from tendering Members pursuant
to the terms and conditions of the Offer
on a pro rata basis in accordance with
the dollar amount of Interests (or
portions thereof) tendered by each Member
(and not timely withdrawn), unless the
Fund determines not to purchase any
Interests if the conditions described in
Section 13 of this Offer to Purchase are
not met. The Fund's present intention, if
the Offer is oversubscribed, is not to
purchase more than 5% of the total
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outstanding Interests. See Section 1 of
this Offer to Purchase.
If I Decide Not To Tender, How Will
The Tender Offer Affect The Fund
Interest I Hold?..................... Your percentage ownership interest in the
Fund will increase after completion of
the tender offer, provided that other
Interests are tendered.
Does The Fund Have The Financial
Resources To Make Payment?........... Yes. The purchase price of the Interests
in the Offer will be financed first
through cash on hand and then through (a)
the sale of portfolio securities and/or
(b) borrowing, each in the amount or
amounts determined by Xxxxxxxxxx Asset
Management, LLC, the Fund's investment
adviser, and/or Ferro Capital LLC, the
Fund's investment subadviser, in their
reasonable discretion, subject to
restrictions or limitations contained in
the Fund's LLC Agreement, any of the
Fund's material agreements or the rules
and regulations promulgated under the
Investment Company Act of 1940, as
amended. See Section 5 of this Offer to
Purchase.
Is My Sale Of My Interest In The
Tender Offer A Taxable Transaction
For U.S. Federal Income Tax
Purposes?............................ For most Members, yes. The sale of
Interests pursuant to the tender offer by
U.S. Members, other than those who are
tax exempt, will be a taxable transaction
for U.S. federal income tax purposes. See
Section 8 of this Offer to Purchase for a
more detailed discussion of certain U.S.
federal income tax consequences. U.S. and
Non-U.S. Members are advised to consult
their own tax advisers
Is The Fund Required To Complete
The Tender Offer And Purchase All
Interests Tendered Up To The
Maximum Of 5% Of Interests?.......... Under most circumstances, yes. There are
certain circumstances, however, in which
the Fund will not be required to purchase
any Interests tendered as described in
Section 13 of this Offer to Purchase.
Is There Any Reason Interests
Tendered Would Not Be Accepted?...... In addition to those circumstances
described in Section 13 of this Offer to
Purchase in which the Fund is not
required to accept tendered Interests,
the Fund has reserved the right to reject
any and all tenders determined by it not
to be in appropriate form. For example,
tenders will be rejected if the tender
does not include the original
signature(s) of a tendering Member or
Members.
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How Will I Know If My Interest Has
Been Accepted For Payment?........... Properly tendered Interests or portions
thereof will be accepted for payment by a
determination of the Fund followed by
notice of acceptance to the tendering
Member. The Fund will then make payment
to a segregated custodial account, from
which payments to individual Members will
be made. See Section 2 of this Offer to
Purchase.
What Action Need I Take If I Decide
Not To Tender My Interest?........... None.
Does Management Encourage
Members To Participate In The Tender
Offer, And Will Management
Participate In The Tender Offer?..... Neither the Fund, its Board of Directors,
the Fund's investment adviser, Xxxxxxxxxx
Asset Management, LLC, nor the Fund's
investment subadviser, Ferro Capital LLC,
is making any recommendation to tender or
not to tender Interests in the tender
offer. No director or officer of the Fund
intends to tender Interests. See Section
6 of this Offer to Purchase.
Will This Be My Last Opportunity To
Tender My Interest To The Fund?...... To date, the Board of Directors has only
approved this tender offer. The Board of
Directors may, but is not obligated to,
approve any subsequent tender offers, in
aggregate amounts and for such prices as
the Board of Directors may determine from
time to time. There can be no assurance
regarding the size of such tender offers,
the price at which they will be conducted
or that any of these subsequent tenders
will occur at all. If they do not occur,
this Offer may be your last opportunity
to tender your Interest to the Fund. See
Section 6 of this Offer to Purchase.
How Do I Obtain Additional
Information?......................... Questions and requests for assistance
should be directed to PFPC Inc., the
Fund's Subadministrator, toll free at
(000) 000-0000. Requests for additional
copies of the Offer to Purchase, the
Letter of Transmittal and all other
tender offer documents should also be
directed to the Subadministrator.
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TO THE HOLDERS OF LIMITED LIABILITY COMPANY INTERESTS OF
XXXXXXXXXX PARTNERS ABSOLUTE RETURN FUND LLC
Introduction
Xxxxxxxxxx Partners Absolute Return Fund LLC, a limited liability company
organized under the laws of the State of Delaware and registered under the
Investment Company Act of 1940, as amended (the "1940 Act"), as a closed-end,
non-diversified management investment company, hereby offers to purchase up to
5% (the "Offer Amount") of the Fund's outstanding limited liability company
interests (the "Interests") held by Members who became Members on or prior to
June 25, 2002 at a price equal to the net asset value of the Interests in U.S.
Dollars ("NAV") as of the close of business on September 30, 2002, or a later
specified date if the Offer is extended (the "Valuation Date"), upon the terms
and subject to the conditions set forth in this Offer to Purchase and in the
related Letter of Transmittal, which together constitute the "Offer". The Fund
has mailed materials for the Offer to Members on or about July 15, 2002, 2002.
THIS OFFER IS BEING EXTENDED TO ALL MEMBERS OF THE FUND WHO BECAME MEMBERS
ON OR PRIOR TO JUNE 25, 2002 (THE "MEMBERS") AND IS NOT CONDITIONED ON ANY
MINIMUM AMOUNT OF INTERESTS BEING TENDERED, BUT IS SUBJECT TO OTHER CONDITIONS
AS OUTLINED HEREIN AND IN THE LETTER OF TRANSMITTAL. SEE SECTION 13 OF THIS
OFFER TO PURCHASE.
INTERESTS ARE NOT TRADED ON ANY ESTABLISHED TRADING MARKET AND ARE SUBJECT
TO STRICT RESTRICTIONS ON TRANSFERABILITY PURSUANT TO THE FUND'S LIMITED
LIABILITY COMPANY AGREEMENT DATED AS OF FEBRUARY 22, 2002 (THE "LLC AGREEMENT").
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS IN CONNECTION WITH THE OFFER OTHER THAN THOSE CONTAINED HEREIN
AND IN THE LETTER OF TRANSMITTAL, AND IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MAY NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE FUND.
THE FUND HAS BEEN ADVISED THAT NO DIRECTOR OR EXECUTIVE OFFICER OF THE FUND
INTENDS TO TENDER ANY INTERESTS PURSUANT TO THE OFFER.
Members may contact PFPC Inc., the Fund's Subadministrator, toll free at
(000) 000-0000 (Attention: Xxxxxxx Xxxxx), to obtain current NAV quotations for
individual Interests.
Members may be subject to certain transaction costs in connection with the
purchase of their Interests by the Fund, as described in Section 2.
1. TERMS OF THE OFFER; TERMINATION DATE. Upon the terms and subject to the
conditions set forth in the Offer, the Fund is offering to purchase on the terms
and conditions set forth in this Offer to Purchase up to 5% (the "Offer Amount")
of the Fund's outstanding limited liability company interests (the "Interests")
held by Members who became Members on or prior to June 25, 2002, validly
tendered on or prior to 11:59 p.m., Eastern time, on August 30, 2002, or such
later date to which the Offer is extended (the "Expiration Date") and not
withdrawn as permitted by Section 4.
Subject to the limitations set forth below, Members may tender their entire
Interest, a portion of their Interest defined as a specific dollar value or the
portion of their Interest above the required minimum capital account balance, as
described below. A Member who tenders only a portion of such Member's Interest
is required to maintain a capital account balance equal to the greater of: (i)
$50,000, net of the amount of the performance fee, if any, that is to be debited
from the capital account of the Member and credited to Xxxxxxxxxx Asset
Management LLC, the Fund's investment adviser (the "Adviser"), on the Valuation
Date or would be so debited if the Valuation Date were a day on which a
performance fee was
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paid (the "Tentative Performance Fee") and net of amounts constituting placement
fees; or (ii) the amount of the Tentative Performance Fee and placement fees, if
any. If a Member tenders an amount that would cause the Member's capital account
balance to fall below the required minimum, the Fund reserves the right to
reduce the amount to be purchased from such Member so that the required minimum
balance is maintained. The Offer is being made to all Members of the Fund and is
not conditioned on any minimum amount of Interests being tendered.
If the amount of Interests properly tendered and not withdrawn prior to the
Expiration Date is less than or equal to the Offer Amount, the Fund will, upon
the terms and conditions of the Offer, purchase all Interests so tendered. If
more than 5% of the Fund's total outstanding Interests are duly tendered
pursuant to the Offer (and not withdrawn as provided in Section 4), unless the
Fund determines not to purchase any Interests if the conditions described in
Section 13 of this Offer to Purchase are not met, the Fund will purchase
Interests from tendering Members, in accordance with the terms and conditions
specified in the Offer, on a pro rata basis in accordance with the amount of
Interests duly tendered by or on behalf of each Member (and not so withdrawn).
The Fund does not contemplate extending the Offer and increasing the amount of
Interests covered thereby by reason of more than 5% of the Interests having been
tendered.
The Fund expressly reserves the right, in its sole discretion, at any time
or from time to time, to extend the period of time during which the Offer is
open by giving oral or written notice of such extension to the Subadministrator.
Any such extension will also be publicly announced by press release issued no
later than 9:00 a.m., Eastern time, on the next business day after the
previously scheduled Expiration Date. If the Fund makes a material change in the
terms of the Offer or is otherwise required by applicable law, the Fund will
extend the Offer to the extent required by Rules 13e-4(d)(2) and 13e-4(e)(3)
under the Securities Exchange Act of 1934, as amended (the "Exchange Act").
During any extension, all Interests previously tendered and not withdrawn will
remain subject to the Offer, subject to the right of a tendering Member to
withdraw his or her Interest.
Subject to the terms and conditions of the Offer, the Fund will pay the
consideration offered or return the tendered Interests as soon as reasonably
practicable after the termination or withdrawal of the Offer. Any such
termination or withdrawal will be followed as promptly as practicable by public
announcement thereof.
2. ACCEPTANCE FOR PURCHASE AND PAYMENT. For purposes of the Offer, the Fund
will be deemed to have accepted (and purchased) Interests that are validly
tendered on or before the Expiration Date or any extensions thereof (and not
timely withdrawn pursuant to Section 4) when the Fund gives written notice to
the tendering Member of its election to purchase the Member's Interest. The
purchase price of an Interest or portion thereof tendered by a Member will be
the net asset value thereof determined by the Fund at the close of business on
September 30, 2002, if the Offer expires on August 30, 2002 and otherwise the
net asset value thereof as of the last business day of the month following the
month in which the Offer expires. The net asset value will be determined after
all allocations to capital accounts of the Members required to be made by the
LLC Agreement have been made. The Fund expressly reserves the right, in its sole
discretion, to delay the acceptance for payment of, or payment for, Interests,
in order to comply, in whole or in part, with any applicable law.
For Members who tender their Interest or a portion thereof that is accepted
by the Fund for purchase, payment of the purchase price will consist of a
non-interest-bearing, non-transferable promissory note (the "Note") entitling
the Member to an initial payment (the "Initial Payment") of 90% of the estimated
unaudited net asset value of the Interest tendered and accepted for purchase by
the Fund, less any performance fee payable to the Adviser, determined as of the
Valuation Date, which is expected to be September 30, 2002. The Fund expects to
complete the calculation of the net asset value for the Valuation Date within 30
days after the Valuation Date. Payment of the Initial Payment will be made
within 30 calendar days after the Valuation Date or, if the Fund has requested
withdrawals of its capital from any investment funds in order to fund the
purchase of Interests, no later than ten business days after the Fund has
received at least 90% of the aggregate amount withdrawn by the Fund from such
investment funds.
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The Note will also entitle a Member to receive a final payment (the "Final
Payment") equal to the excess, if any, of (a) the net asset value of the
Interest tendered by that Member and accepted for purchase by the Fund as of the
Valuation Date, determined based on the audited financial statements of the Fund
for its fiscal year ending March 31, 2003, over (b) the Initial Payment. The
Note will be delivered to the tendering Member in the manner set forth below
within ten business days after the acceptance of the Member's Interest. The
Final Payment will be payable (in the manner set forth below) within ten
business days after completion of the audit of the financial statements of the
Fund for its 2002 fiscal year. It is anticipated that the audit of the Fund's
financial statements for fiscal 2002 will be completed no later than 60 days
after March 31, 2003.
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 Directors
determines that the distribution of securities is necessary to avoid or mitigate
any adverse effect of the Offer on the remaining Members of the Fund.
The Note pursuant to which a Member will receive the Initial Payment and
Final Payment (together, the "Cash Payments") will be delivered to the
Subadministrator and then mailed by the Subadministrator to the Member's address
of record on the books of the Fund. The Cash Payments due pursuant to the Note
will be deposited by the Fund in a segregated custodial account and then
transmitted directly to the tendering Member at the address of record with the
Fund or to the tendering Member's brokerage account, in accordance with
instructions provided by the tendering Member in the Letter of Transmittal (or
as stated below), and, if so transferred to a brokerage account, may be subject
upon withdrawal from such account to any fees that such brokerage would
customarily assess upon the withdrawal of cash from such account. If a Member
has a brokerage account with X.X. Xxxxxxx & Sons, Inc. ("X.X. Xxxxxxx"), the
Fund will transmit the Cash Payments to X.X. Xxxxxxx, who will deposit them in
your X.X. Xxxxxxx brokerage account. The Subadministrator will act as an agent
for Members for purpose of delivering the Cash Payments and the Note from the
Fund to Members. Under no circumstances will interest on the purchase price for
an Interest be paid, regardless of any delay in delivering such payments to any
Member.
If the Fund is delayed in its acceptance for payment of, or in its payment
for, Interests, or is unable to accept for payment or pay for Interests pursuant
to the Offer for any reason, such Interests may not be withdrawn unless and
except to the extent tendering Members are entitled to withdrawal rights as
described in Section 4 of this Offer to Purchase. If any tendered Interests or
portions thereof are not accepted for payment pursuant to the terms and
conditions of the Offer for any reason, or are not paid because of an invalid
tender, those Interests or portions thereof will remain credited to the account
of the relevant tendering Member.
The Fund normally calculates the net asset value ("NAV") of its Members'
Interests on a rolling monthly basis at the close of the Company's business on
the last business day of each calendar month (the net asset value for a
particular month is calculated at the end of the following month). The NAV of
the Members' Interests will be available by calling the Fund's Subadministrator,
toll free at (000) 000-0000 (Attention: Xxxxxxx Xxxxx). In any event, the net
asset value of Interests will be determined after all allocations to capital
accounts of the Members required to be made by the LLC Agreement have been made.
3. PROCEDURE FOR TENDERING INTERESTS. Members wishing to tender Interests
pursuant to the Offer should mail or fax a completed and executed Letter of
Transmittal to PFPC, to the attention of Xxxxxxx Xxxxx, at the address or fax
numbers listed on the last page of this Offer to Purchase. The completed and
executed Letter of Transmittal must be received by PFPC, either by mail or by
fax, no later than the Expiration Date.
The Fund recommends that all documents be submitted to PFPC via certified
mail, return receipt requested, or by facsimile transmission. A Member who faxes
a Letter of Transmittal to PFPC should also send or deliver the original
completed and executed Letter of Transmittal to PFPC promptly thereafter.
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Members who wish to confirm receipt of a Letter of Transmittal may contact PFPC
at the address or telephone numbers listed on the last page of this Offer to
Purchase.
All questions as to the validity, form, eligibility (including time of
receipt), payment and acceptance for payment of any tender of an Interest will
be determined by the Fund, in its sole discretion, which determination shall be
final and binding. The Fund reserves the absolute right to reject any and all
tenders of Interests it determines not to be in proper form or the acceptance
for payment which may, in the opinion of its counsel, be unlawful. The Fund also
reserves the absolute right to waive any of the conditions of the Offer or any
defect or irregularity in the tender of any Interest. No tender of an Interest
will be deemed to have been validly made until all defects and irregularities
have been cured or waived. Neither the Fund, the Adviser, Ferro Capital LLC, the
Fund's investment subadviser (the "Subadviser" and together with the Adviser,
the "Investment Advisers"), the Subadministrator, nor any other person shall be
under any duty to give notification of any defects or irregularities in tenders,
nor shall any of the foregoing incur any liability for failure to give any such
notification. The Fund's interpretation of the terms and conditions of the Offer
(including the Letter of Transmittal and instructions thereto) will be final and
binding.
THE METHOD OF DELIVERY OF ALL REQUIRED DOCUMENTS IS AT THE ELECTION AND
RISK OF EACH TENDERING MEMBER. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH
RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED.
Payment for Interests tendered and accepted for payment pursuant to the
Offer will be made, in all cases, only after timely receipt of a properly
completed and duly executed Letter of Transmittal (or facsimile thereof) for
such Interests and any other documents required by the Letter of Transmittal.
The tender of an Interest pursuant to any of the procedures described in this
Section 3 will constitute an agreement between the tendering Member and the Fund
upon the terms and subject to the conditions of the Offer.
4. RIGHTS OF WITHDRAWAL. Tenders of Interests made pursuant to the Offer may
be withdrawn at any time prior to 11:59 p.m., Eastern time, on August 30, 2002
(the "Expiration Date") (or if the Expiration Date is extended, at any time
prior to 11:59 p.m., Eastern time, on the new Expiration Date). After the
Expiration Date, (including any date to which the Offer is extended) all tenders
made pursuant to the Offer are irrevocable.
To be effective, a written, telegraphic or facsimile transmission notice of
withdrawal must be timely received by PFPC at its address set forth on the last
page of this Offer to Purchase. Any notice of withdrawal must specify the name
of the person who executed the particular Letter of Transmittal and the amount
of the Interest to be withdrawn, which must be all of the Interest tendered.
All questions as to the form and validity, including time of receipt, of
any notice of withdrawal will be determined by the Fund, in its sole discretion,
which determination shall be final and binding. Neither the Fund, the Fund's
Investment Advisers, the Subadministrator, nor any other person shall be under
any duty to give notification of any defects or irregularities in any notice of
withdrawal nor shall any of the foregoing incur any liability for failure to
give such notification. Any Interests properly withdrawn will be deemed not to
have been validly tendered for purposes of the Offer. However, withdrawn
Interests may be re-tendered by following the procedures described in Section 3
of this Offer to Purchase at any time prior to the Expiration Date.
If the Fund is delayed in its acceptance for payment of Interests, or it is
unable to accept for payment Interests tendered pursuant to the Offer, for any
reason, then, without prejudice to the Fund's rights under this Offer, PFPC may,
on behalf of the Fund, retain tendered Interests, and such Interests may not be
withdrawn except to the extent that tendering Members are entitled to withdrawal
rights as set forth in this Section 4.
5. SOURCE AND AMOUNT OF FUNDS; EFFECT OF THE OFFER. The purchase price for
Interests acquired pursuant to the Offer will not exceed the NAV of 5% of the
Fund's total outstanding
-4-
Interests as of the Valuation Date. However, the actual cost of the Offer to the
Fund cannot be determined at this time because the amount of Interests to be
purchased will depend on the amount tendered and the price will be based on the
NAV of the Interests on the Valuation Date.
If the NAV of all of the Members' outstanding Interests on the Valuation
Date were the same as the NAV of all the Members' outstanding Interests on June
25, 2002, and if Members tender 5% of the Fund's outstanding Interests pursuant
to the Offer, the estimated payments by the Fund to the Members would be
approximately $750,000, not counting any offsetting allocations.
The Fund expects that the monies to be used by the Fund to purchase
Interests pursuant to the Offer will be obtained first from cash on hand and
then from (a) the sale of portfolio securities and/or (b) borrowing, each in the
amount or amounts determined by the Fund's Investment Advisers, in their
reasonable discretion, subject to restrictions or limitations contained in the
Fund's LLC Agreement, any of the Fund's material agreements or the rules and
regulations promulgated under the Investment Company Act of 1940, as amended.
Neither the Fund, the Board of Directors, nor the Investment Advisers 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 fund any portion of the purchase price, subject
to compliance with applicable law, through borrowings. If the Fund funds any
portion of the purchase price to that manner, it will deposit assets in a
special custody account with its custodian, PFPC Trust Company, to serve as
collateral for any amounts so borrowed, and if the Fund were to fail to repay
any such amounts, the lender would be entitled to satisfy the Fund's obligations
from the collateral deposited in the special custody account. The Fund expects
that the repayment of any amounts borrowed will be financed from additional
funds contributed to the Fund by existing and/or new Members, withdrawal of
capital from the investment funds in which it has invested or from the proceeds
of the sale of securities and portfolio assets held by the Fund.
THE OFFER MAY HAVE CERTAIN ADVERSE CONSEQUENCES FOR TENDERING AND NON-TENDERING
MEMBERS.
EFFECT ON NAV AND CONSIDERATION RECEIVED BY TENDERING MEMBERS. If the Fund
were required to sell a substantial amount of portfolio securities to raise cash
to finance the Offer, the market prices of portfolio securities being sold
and/or the Fund's remaining portfolio securities may decline and hence the
Fund's NAV may decline. If any such decline occurs, the Fund cannot predict what
its magnitude might be or whether such a decline would be temporary or continue
to or beyond the Valuation Date. Because the purchase price for each Interest
purchased in the Offer will depend on the Fund's NAV on the Valuation Date, if
such a decline continued up to the Valuation Date, the consideration received by
tendering Members would be reduced. In addition, the sale of portfolio
securities will cause the Fund to incur increased brokerage and related
transaction expenses, and the Fund may receive proceeds from the sale of
portfolio securities less than their valuations by the Fund. Accordingly,
obtaining the cash to consummate the Offer may result in a decrease in the
Fund's NAV, thereby reducing the amount of proceeds received by tendering
Members and the NAV for non-tendering Members.
The Fund will likely sell portfolio securities during the pendency of the
Offer, and possibly for a short time thereafter, to raise cash for the purchase
of Interests. Thus, during the pendency of the Offer, and possibly for a short
time thereafter, the Fund will likely hold a greater than normal percentage of
its net assets in cash and cash equivalents. The Fund will pay for tendered
Interests it accepts for payment as soon as reasonably practicable after the
Valuation Date of this Offer. Because the Fund will not know the amount of
Interests tendered until the Expiration Date, the Fund will not know until the
Valuation Date the amount of cash required to pay for such Interests. If on or
prior to the Valuation Date the Fund does not have, or believes it is unlikely
to have, sufficient cash to pay for all Interests tendered, it may extend the
Offer to allow additional time to raise sufficient cash through the sale of
portfolio securities, borrowings or both, as determined by the Fund's Investment
Advisers.
-5-
TAX CONSEQUENCES OF REPURCHASES TO MEMBERS. The Fund's purchase of tendered
Interests pursuant to the Offer will have tax consequences for tendering Members
and may have tax consequences for non-tendering Members. See Section 8 of this
Offer to Purchase.
HIGHER EXPENSE RATIO AND LESS INVESTMENT FLEXIBILITY. If the Fund purchases
a substantial amount of Interests pursuant to the Offer, the net assets of the
Fund will be reduced accordingly. The reduced net assets of the Fund as a result
of the Offer will result in a higher expense ratio for the Fund and possibly in
less investment flexibility for the Fund, depending on the amount of Interests
repurchased.
6. PURPOSE OF THE OFFER; PLANS OR PROPOSALS OF THE FUND. The purpose of this
Offer is to provide liquidity to Members, as contemplated by and in accordance
with the procedures set forth in the Fund's Registration Statement on Form N-2
filed by the Fund with the Securities Exchange Commission on December 14, 2001
and as amended on February 28, 2002, March 7, 2002 and May 14, 2002 (the
"Registration Statement"), and the LLC Agreement. The Registration Statement and
the LLC Agreement, which were provided to each Member in advance of subscribing
for Interests, provide that the Board of Directors of the Fund has the
discretion to determine whether and upon what terms the Fund will purchase
Interests from time to time from Members pursuant to written tenders. The
Registration Statement also states that the Board of Directors will consider the
recommendation of the Adviser and that the Adviser expects to recommend to the
Board of Directors that the Fund purchase Interests from Members on September
30, 2002 and that the Fund purchase Interests from Members quarterly, on each
March 31, June 30, September 30 and December 31 thereafter (or on the
immediately preceding business day). This is the first tender offer being made
by the Fund. Because there is no secondary trading market for Interests and
transfers of Interests are prohibited without prior approval of the Fund, the
Board of Directors has determined, after consideration of various matters,
including but not limited to those set forth in the Registration Statement, that
the Offer is in the best interests of Members of the Fund in order to provide
liquidity for Interests as contemplated in the Registration Statement and the
LLC Agreement.
NEITHER THE FUND, ITS BOARD OF DIRECTORS NOR THE INVESTMENT ADVISERS MAKE
ANY RECOMMENDATION TO ANY MEMBER AS TO WHETHER TO TENDER OR REFRAIN FROM
TENDERING SUCH MEMBER'S INTEREST OR ANY PORTION THEREOF, AND NONE OF SUCH
PERSONS HAS AUTHORIZED ANY PERSON TO MAKE ANY SUCH RECOMMENDATION. MEMBERS ARE
URGED TO EVALUATE CAREFULLY ALL INFORMATION IN THE OFFER, CONSULT THEIR OWN
INVESTMENT AND TAX ADVISERS AND MAKE THEIR OWN DECISIONS WHETHER TO TENDER
INTERESTS.
7. NAV OF THE INTERESTS; DIVIDENDS. As of the close of business on May 31,
2002, the estimated unaudited net asset value of an Interest corresponding to an
initial capital contribution of $50,000, net of accrued performance fees, on the
following closing dates of the Fund was as follows:
If you invested $50,000 on the following Your unaudited net asset value as of
closing date: May 31, 2002 would be:
May 1, 2002 $50,357*
IT IS ANTICIPATED THAT NO CASH DISTRIBUTION WILL BE DECLARED BY THE BOARD
OF DIRECTORS WITH A RECORD DATE OCCURRING BEFORE THE EXPIRATION OF THE OFFER AND
THAT, ACCORDINGLY, HOLDERS OF INTERESTS PURCHASED PURSUANT TO THE OFFER WILL NOT
RECEIVE ANY SUCH DISTRIBUTION WITH RESPECT TO SUCH INTERESTS. THE AMOUNT AND
FREQUENCY OF DISTRIBUTIONS IN THE FUTURE WILL DEPEND ON CIRCUMSTANCES EXISTING
AT THAT TIME.
----------
* Figures for net asset value do not take into account front-end sales charges
and are therefore overstated.
-6-
8 FEDERAL INCOME TAX CONSEQUENCES OF THE OFFER. The following summary is a
general discussion of certain of the federal income tax consequences of a sale
of Interests pursuant to the Offer. The summary is based on the Internal Revenue
Code of 1986, as amended (the "Code"), applicable Treasury regulations
thereunder, administrative rulings, and judicial authority, all as of the date
of the Offer. All of the foregoing are subject to change, and any such change
could affect the continuing accuracy of this summary. This summary does not
discuss all aspects of federal income taxation that may be relevant to a
particular Member in light of such Member's specific circumstances, nor does it
describe any aspect of state, local, foreign or other tax laws. Sales of
Interests pursuant to the Offer will be taxable transactions under applicable
state, local, foreign and other tax laws. MEMBERS SHOULD CONSULT THEIR
RESPECTIVE TAX ADVISERS AS TO THE PARTICULAR TAX CONSEQUENCES TO EACH SUCH
MEMBER OF SELLING INTERESTS PURSUANT TO THE OFFER.
In general, a Member who tenders less than its entire Interest (or less
than its entire Interest is accepted) should be treated as receiving a
distribution from the Fund. The Member should recognize gain to the extent that
the amount of proceeds received exceeds the Member's adjusted tax basis in its
Interest. If a Member tenders its entire Interest (and its entire Interest is
accepted), the receipt of the proceeds should be treated as a liquidating
distribution and the Member should recognize gain or loss on a sale equal to the
difference between the Member's "amount realized" on the sale and the Member's
adjusted tax basis in the Interests sold.
The "amount realized" with respect to an Interest will be the sum of (i)
the amount of the Initial Payment; (ii) the amount of the Final Payment; and
(iii) the amount of the Partnership's liabilities allocable to the Interest (as
determined under Code Section 752). The amount of a Member's adjusted tax basis
in an Interest will vary depending upon the Member's particular circumstances.
In addition, a tendering Member will be allocated a pro rata share of the Fund's
taxable income or loss for the year of the Offer with respect to the Interest
sold in accordance with the provisions of the Fund concerning transfers of
Interests. Such allocation and any cash distributed by the Fund to the Member
for that year will affect the Member's adjusted tax basis in Interests and,
therefore, the amount of such Member's taxable gain or loss upon a sale of an
Interest pursuant to the Offer.
If treated as a liquidating distribution, a Member who tenders its entire
Interest (and whose entire Interest is accepted), should be able to apply their
adjusted tax basis against the Initial Payment and thereafter against the
receipt of the Final Payment.
The gain or loss recognized by a Member on a sale of an Interest pursuant
to the Offer generally should be treated as a capital gain or loss if the
Interest was held by the Member as a capital asset. That capital gain or loss
will be treated as long-term capital gain or loss if the tendering Member's
holding period for the Interest exceeds one year. Under current law, long-term
capital gains of individuals are generally taxed at a maximum marginal federal
income tax rate of 20 percent. Capital losses are deductible only to the extent
of capital gains, except that individual taxpayers may deduct up to $3,000 per
year of capital losses in excess of the amount of their capital gains against
ordinary income. Excess capital losses generally can be carried forward to
succeeding years (a corporation's carry-forward period is five years and an
individual taxpayer can carry forward such losses indefinitely).
Information Reporting and Backup Withholding
Members (other than tax-exempt persons and certain corporations) who tender
an Interest may be subject to 30 percent backup withholding unless those Members
provide a taxpayer identification number ("TIN") and are certain that the TIN is
correct or properly certify that they are awaiting a TIN. A Member may avoid
backup withholding by properly completing and signing the Substitute Form W-9
included as part of the Letter of Transmittal. If a Member who is subject to
backup withholding does not properly complete and sign the substitute Form W-9,
the Fund will withhold 30 percent from payments to such Member.
Similarly, foreign persons may also be subject to 30 percent backup
withholding unless those Members properly complete and sign Form W-8 BEN or Form
W-8 ECI.
-7-
9. SELECTED FINANCIAL INFORMATION. The Fund has not yet prepared financial
statements because it first accepted payment for Interests on March 1, 2002, and
first purchased portfolio securities on May 1, 2002.
10. CERTAIN INFORMATION CONCERNING THE FUND AND THE FUND'S INVESTMENT ADVISERS.
The Fund is a closed-end, non-diversified management investment company,
organized as a Delaware limited liability company on December 13, 2001. The Fund
first issued Interests to the public in May 2002.
As a closed-end investment company, the Fund differs from an open-end
investment company (i.e., a mutual fund) in that it does not redeem its
Interests at the election of a Member and does not continuously offer its
Interests for sale to the public. The Fund's investment objective is to provide
investors with exposure to a broad-ranging multi-manager portfolio pursuing an
"absolute return" strategy, with the objective of delivering consistent returns
with relatively low volatility to, and relatively low dependence on, movements
in major equity and bond markets. The principal executive offices and business
address of the Fund are located at 000 Xxxxxxxxxx Xxxxxx, Xxx Xxxxxxxxx,
Xxxxxxxxxx 00000. The Fund's business telephone number is (000) 000-0000.
Xxxxxxxxxx Asset Management, LLC and Ferro Capital LLC serve as the
Investment Adviser and Investment Subadviser, respectively, to the Fund. The
Investment Adviser is a limited liability company organized under the laws of
Delaware and is a registered investment adviser under the Investment Advisers
Act of 1940. The Investment Adviser has served as the investment adviser since
the Fund's inception. The principal business address of the Investment Adviser
is 000 Xxxxxxxxxx Xxxxxx, Xxx Xxxxxxxxx, Xxxxxxxxxx 00000. The Investment
Subadviser is a limited liability company organized under the laws of Delaware
and is a registered investment adviser under the Investment Advisers Act of
1940. The Investment Subadviser has served as the investment subadviser since
the Fund's inception. The principal business address of the Investment
Subadviser is 000 Xxxxxxx Xxxxxx, Xxxxx 00X, Xxx Xxxx, Xxx Xxxx 00000.
The Fund is subject to the information and reporting requirements of the
1940 Act and in accordance therewith is obligated to file reports and other
information with the Commission relating to its business, financial condition
and other matters. The Fund has also filed an Offer to Purchase on Schedule TO
with the Commission. Such reports and other information should be available for
inspection at the public reference room at the Commission's office, 000 Xxxxx
Xxxxxx, X.X., Xxxxxxxxx Xxxxx, Xxxxxxxxxx, X.X. The Fund's filings are also
available to the public on the Commission's internet site (xxxx://xxx.xxx.xxx).
Copies may be obtained, by mail, upon payment of the Commission's customary
charges, by writing to its principal office at 000 Xxxxx Xxxxxx, X.X., Xxxxxxxxx
Xxxxx, Xxxxxxxxxx, X.X. 00000.
11. INTEREST OF DIRECTORS, OFFICERS AND CONTROLLING MEMBERS; TRANSACTIONS AND
ARRANGEMENTS CONCERNING THE INTERESTS. The directors and executive officers of
the Fund who beneficially own an Interest in the Fund and the aggregate amount
and percentage of the Interests each of them beneficially owns is set forth in
the table below. The address of each of them is in care of the Fund at 000
Xxxxxxxxxx Xxxxxx, Xxx Xxxxxxxxx, Xxxxxxxxxx 00000. In addition, Commerzbank AG,
with an address at 00 Xxx Xxxxx Xxxx, Xxxxxxxxxx X-0000, owns approximately
$15,000,000, or 94%, of the Fund's currently outstanding Interests, but does not
otherwise manage the affairs of the Fund.
PERCENTAGE OF
AMOUNT OF INTERESTS INTERESTS
NAME POSITION BENEFICIALLY OWNED BENEFICIALLY OWNED
---- -------- ------------------ ------------------
Ferro Capital LLC Investment Subadviser $ 25,000 less than 1%
Xxxxxxx X. Xxxxxxx Independent Director $200,000 1%
-8-
During the 60 days prior to the date of this Offer to Purchase, the Fund
effected no transactions in Interests other than the sale of Interests to
Members. Neither the Fund nor any subsidiary of the Fund nor, to the best of the
Fund's knowledge, any of the Fund's Investment Advisers, officers or directors,
has effected any transaction in Interests during the past 60 business days other
than purchase of Interests from the Fund.
The Adviser of the Fund is entitled to receive, subject to certain
limitations, the Performance Fee, as described in the Fund's Registration
Statement. Except as set forth in the Offer, neither the Fund nor, to the best
of the Fund's knowledge, any of the Fund's Investment Advisers, officers or
directors is a party to any other contract, arrangement, understanding or
relationship with any other person relating, directly or indirectly to the Offer
or otherwise with respect to any securities of the Fund, including, but not
limited to, any contract, arrangement, understanding or relationship concerning
the transfer or the voting of any such securities, joint ventures, loan or
option arrangements, puts or calls, guarantees of loans, guarantees against loss
or the giving or withholding of proxies, consents or authorizations.
12. CERTAIN LEGAL MATTERS; REGULATORY APPROVALS. The Fund is not aware of any
approval or other action by any government or governmental, administrative or
regulatory authority or agency, domestic or foreign, that would be required for
the acquisition or ownership of Interests by the Fund as contemplated herein.
Should any such approval or other action be required, the Fund presently
contemplates that such approval or other action will be sought. The Fund is
unable to predict whether it may determine that it is required to delay the
acceptance for payment of, or payment for, Interests tendered pursuant to the
Offer pending the outcome of any such matter. There can be no assurance that any
such approval or other action, if needed, would be obtained without substantial
conditions or that the failure to obtain any such approval or other action might
not result in adverse consequences to the Fund's business. The Fund's
obligations under the Offer to accept for payment and pay for Interests are
subject to certain conditions described in Section 13.
13. CERTAIN CONDITIONS OF THE OFFER. Notwithstanding any other provision of the
Offer, the Fund shall not be required to accept for payment or pay for any
Interests, may postpone the acceptance for payment of, or payment for, tendered
Interests, and may, in its reasonable discretion, terminate or amend the Offer
as to any Interests not then paid for if: (a) result in a failure to comply with
applicable asset coverage requirements in the event any senior securities are
issued and outstanding; or impair the Fund's status as a regulated investment
company under the Internal Revenue Code of 1986, as amended; (b) the amount of
Interests tendered would require liquidation of more than 5% of the Fund's
Interests and, as a result, the Investment Advisers believe the Fund would not
be able to liquidate portfolio securities in an orderly manner in light of the
existing market conditions and such liquidation would have an adverse effect on
the NAV of the Fund to the detriment of non-tendering Members; (c) there is any
(i) in the Board of Director's judgment, material legal or governmental action
or proceeding instituted or threatened challenging such transactions or
otherwise materially adversely affecting the Fund or the Offer, (ii) suspension
of or limitation on prices for trading securities generally on the New York
Stock Exchange or other national or foreign securities exchange(s), or Nasdaq,
(iii) declaration of a banking moratorium by federal or state authorities or any
suspension of payment by banks in the United States or New York State, (iv)
limitation affecting the Fund or the issuers of its portfolio securities imposed
by federal or state authorities on the extension of credit by lending
institutions, (v) commencement of war, armed hostilities, act of terrorism or
other international or national calamity directly or indirectly involving the
United States, or (vi) in the Board of Directors' judgment, any significant
decrease of more than 10% in the market price of the Interests or in the general
level of market prices of equity securities in the United States or abroad from
the commencement of the Offer until the Valuation Date; (d) a tender or exchange
offer for any of the Interests (other than the Offer), or any merger, business
combination or other similar transaction with or involving the Fund shall have
been proposed, announced or made by any person, or (e) the Board of Directors
determines that (i) payment of the purchase price for Interests is not
authorized pursuant to the applicable rules and regulations of the Delaware
Limited Liability Company Act or the Investment Company Act of 1940, as amended,
with respect to the repurchase of securities by an issuer, or (ii) effecting any
such transaction would constitute a breach of their fiduciary duty owed the Fund
or its Members.
-9-
The foregoing conditions are for the sole benefit of the Fund and may be
asserted by the Fund regardless of the circumstances (including any action or
inaction by the Fund) giving rise to any such conditions or may be waived by the
Fund in whole or in part at any time and from time to time in its sole
discretion. The failure by the Fund at any time to exercise any of the foregoing
rights shall not be deemed a waiver of any such right and each such right shall
be deemed an ongoing right which may be asserted at any time and from time to
time. Any determination by the Fund concerning the events described in this
Section shall be final and binding on all parties.
A public announcement shall be made of a material change in such
conditions, and the Offer may, in certain circumstances, be extended in
connection with any such change or as otherwise required by applicable law.
If the Offer is suspended or postponed, the Fund will provide notice to
Members of such suspension or postponement.
14. FEES AND EXPENSES. The Fund will not pay to any broker or dealer,
commercial bank, trust company or other person any solicitation fee for any
Interests purchased pursuant to the Offer. The Fund will reimburse such persons
for customary handling and mailing expenses incurred in forwarding the Offer. No
such broker, dealer, commercial bank, trust company or other person has been
authorized to act as agent of the Fund or PFPC for purposes of the Offer.
The Fund has retained PFPC to act as subadministrator, accountant and
transfer agent. PFPC will receive reasonable and customary compensation for its
services, be reimbursed for certain out-of-pocket expenses and will be
indemnified against certain liabilities by the Fund.
15. MISCELLANEOUS. The Offer is not being made to (nor will tenders be accepted
from or on behalf of) holders of Interests in any jurisdiction in which the
making of the Offer or the acceptance thereof would not be in compliance with
the laws of such jurisdiction. The Fund may, in its sole discretion, take such
action as it may deem necessary to make the Offer in any such jurisdiction.
The Fund is not aware of any jurisdiction in which the making of the Offer
or the acceptance of Interests in connection therewith would not be in
compliance with the laws of such jurisdiction. Consequently, the Offer is
currently being made to all Members. However, the Fund reserves the right to
exclude Members in any jurisdiction in which it is asserted that the Offer
cannot lawfully be made. So long as the Fund makes a good faith effort to comply
with any state law deemed applicable to the Offer, the Fund believes that the
exclusion of Members residing in such jurisdiction is permitted under Rule
13e-4(f)(9) promulgated under the Exchange Act.
16. CONTACTING THE SUBADMINISTRATOR. The Letter of Transmittal and any other
required documents should be sent by each Member to the Subadministrator, PFPC
Inc., as set forth below. In addition, any questions or requests for assistance
or additional copies of the Offer to Purchase, the Letter of Transmittal, and
other documents may be directed to the Subadministrator at its telephone number
and location listed below.
The Subadministrator for the Offer is:
Xxxxxxxxxx Partners
c/o PFPC Inc.
000 Xxxxxxxx Xxxxxxx
Xxxxxxxxxx, XX 00000
Toll Free: (000) 000-0000 (Attention: Xxxxxxx Xxxxx)
Facsimile: (000) 000-0000 (Attention: Xxxxxxx Xxxxx)
-10-
