AGREEMENT AND PLAN OF TAX CONVERSION
OF TI 1 FUND AND TI 2 FUND
AND
OF REORGANIZATION OF TE FUND
This AGREEMENT AND PLAN (this "Plan") entered into as of
June 18, 2012 by and among: Grosvenor Registered Multi-
Strategy Master Fund, LLC ("Master Fund"), Grosvenor
Registered Multi-Strategy Fund (TI 1), LLC ("TI 1 Fund"),
Grosvenor Registered Multi-Strategy Fund (TI 2), LLC ("TI 2
Fund"), Grosvenor Registered Multi-Strategy Fund (TE), LLC
("TE Fund"), and Grosvenor Multi-Strategy Offshore Fund, Ltd.
("Offshore Fund"). TI 1 Fund, TI 2 Fund and TE Fund are
sometimes referred to together as the "Registered Feeder
Funds." The Registered Feeder Funds and the Offshore Fund
(and in some cases, the Master Fund) are sometimes referred to
together as the "Funds," and each is sometimes referred to as
a "Fund."
W I T N E S S E T H
WHEREAS, TI 1 Fund, TI 2 Fund, TE Fund and Offshore Fund
(sometimes referred to together as the "Feeder Funds") all
invest, directly or indirectly, in Master Fund;
WHEREAS, Master Fund invests in a portfolio of privately
offered investment funds ("Portfolio Funds");
WHEREAS, Master Fund and the Registered Feeder Funds are
classified as partnerships for U.S. federal income tax
purposes;
WHEREAS, the Offshore Fund is classified as a corporation
for U.S. federal income tax purposes;
WHEREAS, TI 1 Fund and TI 2 Fund have determined it would
be in the best interest of their investors to have TI 1 Fund
and TI 2 Fund elect to be treated as regulated investment
companies ("RICs") under Subchapter M of the Internal Revenue
Code of 1986, as amended (the "Code");
WHEREAS, TE Fund has determined it would be in the best
interest of its investors to reorganize so that TE Fund's
investors' investment in the Master Fund changes from one made
indirectly through Offshore Fund to one made indirectly
through TI 2 Fund after TI 2 Fund has become a RIC, and
immediately thereafter to dissolve TE Fund and distribute TE
Fund's shares of TI 2 Fund in kind to TE Fund's investors;
WHEREAS, Offshore Fund has determined that it would be in
the best interest of its investors remaining in Offshore Fund
following TE Fund's withdrawal from Offshore Fund to liquidate
Offshore Fund and distribute Offshore Fund's remaining assets
to such investors;
WHEREAS, in connection with this Plan, the Master Fund
would (i) withdraw from certain Portfolio Funds that are
treated as partnerships for U.S. federal income tax purposes
("Portfolio Partnerships") and invest in Portfolio Funds that
are treated as passive foreign investment companies ("PFICs"
or "Portfolio PFICs") for U.S. federal income tax purposes,
and (ii) establish one or more wholly-owned subsidiaries,
either domestic or foreign, to hold investments in certain
Portfolio Partnerships that the Master Fund wishes to or is
required to retain;
WHEREAS, the Funds desire to effect such Plan through the
following steps:
(1) Master Fund will liquidate its holdings in certain
Portfolio Partnerships and reinvest the proceeds of
such liquidation in Portfolio PFICs or in domestic
investment vehicles investment in which is
consistent with the anticipated tax elections of TI
1 Fund and TI 2 Fund (as set forth in (3) below);
(2) Master Fund will establish one or more wholly-owned
subsidiaries, either domestic or foreign (each, a
"Master Fund Subsidiary"), and contribute its
holdings in certain Portfolio Partnerships to such
Master Fund Subsidiaries;
(3) TI 1 Fund and TI 2 Fund will elect to be classified
as corporations and to qualify as RICs under
Subchapter M of the Code; and
(4) (a) Offshore Fund will contribute to TI 2 Fund, in
exchange for interests in TI 2 Fund, the portion of
Offshore Fund's interests in the Master Fund
corresponding to the investment by TE Fund in
Offshore Fund; (b) Offshore Fund will distribute
such TI 2 Fund interests to TE Fund in redemption of
TE Fund's shares in Offshore Fund; (c) TE Fund will
liquidate and distribute its TI 2 Fund shares to its
investors, and thereafter will be dissolved; and (d)
Offshore Fund will liquidate and distribute its
remaining assets to its remaining investors in
redemption of such investors' shares in Offshore
Fund;
NOW, THEREFORE, in order to consummate said Plan and in
consideration of the mutual agreements set forth herein, the
parties hereto agree as follows:
Section 1. Tax Conversion and Reorganization.
(a) Prior to Closing. Prior to the Closing (as hereinafter
defined), Master Fund shall carry out the following
actions:
(1) to the extent that Master Fund determines to be
necessary or advisable, Master Fund shall liquidate
its holdings in certain Portfolio Partnerships and
reinvest the proceeds of such liquidation in
Portfolio PFICs or in domestic investment vehicles
investment in which is consistent with the
anticipated tax election of TI 1 Fund and TI 2 Fund;
and
(2) to the extent that Master Fund determines to be
necessary or advisable, Master Fund shall establish
one or more Master Fund Subsidiaries, either
domestic or foreign, (as well as, with respect to
any foreign Master Fund Subsidiary, a grantor trust
to facilitate any required U.S. withholding taxes
with respect to such foreign Master Fund Subsidiary)
and contribute its holdings in certain Portfolio
Partnerships to such Master Fund Subsidiaries.
(b) Closing. At or prior to the Closing, TI 1 Fund, TI 2
Fund, TE Fund and Offshore Fund shall carry out the
following actions:
(1) At the direction of TE Fund, Offshore Fund shall
contribute to TI 2 Fund that portion of the
interests in the Master Fund held by Offshore Fund
corresponding to the investment by TE Fund in
Offshore Fund in exchange for interests in TI 2 Fund
having an aggregate net asset value equal to the net
asset value of the Master Fund interests so
contributed;
(2) TI 1 Fund and TI 2 Fund shall each amend and restate
its current limited liability company agreement
(each an "LLC Agreement") to conform substantially
with the form of the Amended and Restated Limited
Liability Agreement attached to this Plan as
Appendix A (the "Amended LLC Agreement"), effective
on the Closing Date (as hereinafter defined), which
shall have the effect of converting interests in
such Funds into shares in such Funds ("TI 1 Fund
Shares" and "TI 2 Fund Shares," respectively);
(3) TI 1 Fund and TI 2 Fund shall each file with the
Internal Revenue Service an election on Form 8832 to
be classified as a corporation for U.S. federal
income tax purposes with an effective date on the
Closing Date;
(4) Offshore Fund shall distribute its TI 2 Fund Shares
to TE Fund in redemption of TE Fund's shares in
Offshore Fund; and
(5) TE Fund shall distribute the TI 2 Fund Shares it
receives to its investors in complete liquidation
and dissolution of TE Fund, with each TE Fund
investor receiving TI 2 Fund Shares having an
aggregate value equal to the NAV of the interest in
TE Fund held by such investor.
(c) Time of Closing. The closing of the transactions
contemplated by this Plan in Section 1(b) above (the
"Closing") shall take place on January 1, 2013 or at such
other time as the parties hereto agree (the "Closing
Date").
(d) Share Ledgers. The conversion of interests in TI 1 Fund
and TI 2 Fund into, respectively, TI 1 Fund Shares and TI
2 Fund Shares, shall be accomplished by the opening of
shareholder accounts on the respective share ledger
records of TI 1 Fund and TI 2 Fund in the amounts due to
the investors in the Registered Feeder Funds based on
their respective holdings in the Registered Feeder Funds
as of the Closing Date.
(e) TE Fund Termination. TE Fund will be terminated
following the Closing Date by terminating its
registration under the 1940 Act and its organization
under Delaware law and, where it is required to do so,
will withdraw its authority to do business in any state.
(f) Liquidation of Offshore Fund. As soon as practicable
following the Closing, Offshore Fund shall withdraw from
Master Fund and distribute its withdrawal proceeds to
Offshore Fund's remaining investors in redemption of
their shares in Offshore Fund.
The transactions contemplated hereby may be referred to as the
"Tax Conversion and Reorganization."
Section 2. Intention of the Parties
It is the intention of the parties hereto that:
(a) Fair Value of Interests. The fair value of the TI 1 Fund
Shares or TI 2 Fund Shares received by an investor in a
Registered Feeder Fund will be approximately equal to the
fair value of the Registered Feeder Fund interest
constructively surrendered in exchange therefor;
(b) Ownership of Fund Shares. Immediately following
consummation of the Tax Conversion and Reorganization,
the applicable investors will own all the TI 1 Fund
Shares and TI 2 Fund Shares and will own such Shares
solely by reason of their ownership of Registered Feeder
Fund interests immediately before the Tax Conversion and
Reorganization;
(c) Deemed Sale Elections. Each of TI 1 Fund and TI 2 Fund
will make a deemed sale election under Treasury
Regulations section 1.337(d)-7 on its final partnership
information return with respect to any C corporations
that are investors in such Fund at the time of the Tax
Conversion and Reorganization.
Section 3. Representations and Warranties of Registered
Feeder Funds
Each Registered Feeder Fund hereby makes the following
representations and warranties as of the date of this Plan
and/or as of the Closing Date:
(a) Organization. The Fund (i) is a limited liability company
duly organized and validly existing under the laws of the
State of Delaware, (ii) has been classified as a
partnership for federal income tax purposes for each past
taxable year since it commenced operations, and (iii) in
the case of TI 1 Fund and TI 2 Fund, will elect to be
classified as a corporation for federal income tax
purposes effective as of the Closing Date. The Fund has
all required power and authority to carry on its business
as presently conducted; has the power to own all of its
assets and to carry out its obligations under this Plan;
is qualified in every jurisdiction where required, except
to the extent that failure to so qualify would not have a
material adverse effect; and has all necessary federal,
state and local authorizations to carry on its business
as it is now being conducted and to carry out this Plan.
(b) Authority. The Fund has full right, authority and power
to enter into this Plan, and to carry out the
transactions contemplated hereby. The execution,
delivery and performance by the Fund of this Plan has
been duly authorized by all necessary action of the Fund
and no other action on the part of the Fund is required
in connection therewith. This Plan constitutes the valid
and binding obligation of the Fund enforceable in
accordance with its terms except as may be limited by
applicable bankruptcy, reorganization, insolvency,
moratorium or other similar laws from time to time in
effect affecting creditors' rights generally or by
principles governing the availability of equitable
remedies.
(c) Title to Assets. The Fund owns all of its assets. The
Fund makes no representations or warranties as to liens
or encumbrances and the parties hereto take such assets
subject to any liens and/or encumbrances. Such assets
represent all of the assets of the Fund.
(d) Liabilities. The Fund's liabilities were incurred by the
Fund in the ordinary course of its business and are
associated with the Fund's assets, and do not exceed the
Fund's aggregate adjusted basis in its assets. The
Fund's liabilities are, and shall be as of the Closing
Date, as set forth in the Fund's most recent financial
statements, except as otherwise disclosed by the Fund.
(e) Capitalization. As of the Closing Date, the Fund will
not have outstanding any warrants, options, convertible
securities, or any other type of rights pursuant to which
any person could acquire an interest in the Fund.
(f) No Conflicts. To the Fund's knowledge, the execution,
delivery and performance of this Plan and each other
agreement, document and instrument contemplated hereby
does not and will not, with or without the giving of
notice or the lapse of time or both, (i) constitute a
violation of, or conflict with or result in any breach
of, acceleration of any obligation under, right of
termination under, or default under, any agreement,
contract, instrument, mortgage, lien, lease, permit,
authorization, order, writ, judgment, injunction, decree,
determination or arbitration award to which the Fund is a
party or by which the Fund or the Fund's property is
bound or affected, (ii) violate any judgment, decree,
order, statute, law, rule or regulation applicable to the
Fund, or (iii) require the Fund to obtain any approval,
consent or waiver of, or to make any filing with, any
person or entity (governmental or otherwise) that has not
been obtained or made.
(g) Registered Fund. The Fund is duly registered under the
Investment Company Act of 1940, as amended (the "1940
Act"), as a closed-end management investment company and
such registration has not been revoked or rescinded and
is in full force and effect.
(h) No Proceedings. There are no material legal,
administrative or other proceedings pending or, to the
knowledge of the Fund, threatened against the Fund which
assert liability on the part of the Fund or which
materially affect the financial condition of the Fund or
the Fund's ability to consummate the Tax Conversion and
Reorganization. The Fund is not charged with or, to the
best of its knowledge, threatened with any violation or
investigation of any possible violation of any provisions
of any federal, state or local law or regulation or
administrative ruling relating to any aspect of its
business.
(i) No Undisclosed Contracts. There are no material
contracts outstanding to which the Fund is a party that
have not been disclosed or that will not otherwise be
disclosed to the other Funds prior to the Closing Date.
(j) No Approvals Needed. No consent, approval, authorization
or order of any court or government authority is required
for the consummation by the Fund of the Tax Conversion
and Reorganization.
(k) Tax Returns. The Fund has filed, or intends to file, or
has obtained extensions to file, all federal, state and
local tax returns which are required to be filed by it,
and has paid or has obtained extensions to pay, all
federal, state and local taxes shown on said returns to
be due and owing and all assessments received by it, up
to and including the taxable year in which the Closing
Date occurs.
(l) Shares Duly Authorized. The TI 1 Fund Shares and TI 2
Fund Shares to be issued by such Funds pursuant to this
Plan have been duly authorized and, when issued and
delivered pursuant to this Plan, will be legally and
validly issued shares of beneficial interest in TI 1 Fund
and TI 2 Fund, respectively, and will be fully paid and
nonassessable by either Fund, and no shareholder of
either Fund will have any preemptive right of
subscription or purchase in respect thereof.
(m) Liquidation and Dissolution of TE Fund. TE Fund will be
liquidated and dissolved as soon as reasonably
practicable after the Tax Conversion and Reorganization,
but in all events within twelve months after the Closing
Date.
Section 4. Representations and Warranties of Offshore Fund
Offshore Fund hereby makes the following representations and
warranties as of the date of this Plan and/or as of the
Closing Date:
(a) Organization. The Fund (i) is an exempted company duly
organized and validly existing under the laws of the
Cayman Islands, and (ii) has been classified as a
corporation for federal income tax purposes for each past
taxable year since it commenced operations, will
continued to be so classified for its current taxable
year, and will not elect not to be so classified. The
Fund has all required power and authority to carry on its
business as presently conducted; has the power to own all
of its assets and to carry out its obligations under this
Plan; is qualified in every jurisdiction where required,
except to the extent that failure to so qualify would not
have a material adverse effect; and has all necessary
federal, state and local authorizations to carry on its
business as it is now being conducted and to carry out
this Plan.
(b) Authority. The Fund has full right, authority and power
to enter into this Plan, and to carry out the
transactions contemplated hereby. The execution,
delivery and performance by the Fund of this Plan has
been duly authorized by all necessary action of the Fund
and no other action on the part of the Fund is required
in connection therewith. This Plan constitutes the valid
and binding obligation of the Fund enforceable in
accordance with its terms except as may be limited by
applicable bankruptcy, reorganization, insolvency,
moratorium or other similar laws from time to time in
effect affecting creditors' rights generally or by
principles governing the availability of equitable
remedies.
(c) Title to Assets. The Fund owns all of its assets. The
Fund makes no representations or warranties as to liens
or encumbrances and the parties hereto take such assets
subject to any liens and/or encumbrances. Such assets
represent all of the assets of the Fund.
(d) Liabilities. The Fund's liabilities were incurred by the
Fund in the ordinary course of its business and are
associated with the Fund's assets, and will not exceed
the Fund's aggregate adjusted basis in its assets. The
Fund's liabilities are, and shall be as of the Closing
Date, as set forth in the Fund's most recent financial
statements, except as otherwise disclosed by the Fund.
(e) Capitalization. As of the Closing, the Fund will not
have outstanding any warrants, options, convertible
securities, or any other type of rights pursuant to which
any person could acquire an interest in the Fund.
(f) No Conflicts. To the Fund's knowledge, the execution,
delivery and performance of this Plan and each other
agreement, document and instrument contemplated hereby
does not and will not, with or without the giving of
notice or the lapse of time or both, (i) constitute a
violation of, or conflict with or result in any breach
of, acceleration of any obligation under, right of
termination under, or default under, any agreement,
contract, instrument, mortgage, lien, lease, permit,
authorization, order, writ, judgment, injunction, decree,
determination or arbitration award to which the Fund is a
party or by which the Fund or the Fund's property is
bound or affected, (ii) violate any judgment, decree,
order, statute, law, rule or regulation applicable to the
Fund, or (iii) require the Fund to obtain any approval,
consent or waiver of, or to make any filing with, any
person or entity (governmental or otherwise) that has not
been obtained or made.
(g) No Proceedings. There are no material legal,
administrative or other proceedings pending or, to the
knowledge of the Fund, threatened against the Fund which
assert liability on the part of the Fund or which
materially affect the financial condition of the Fund or
the Fund's ability to consummate the Tax Conversion and
Reorganization. The Fund is not charged with or, to the
best of its knowledge, threatened with any violation or
investigation of any possible violation of any provisions
of any federal, state or local law or regulation or
administrative ruling relating to any aspect of its
business.
(h) No Undisclosed Contracts. There are no material
contracts outstanding to which the Fund is a party that
have not been disclosed or that will not otherwise be
disclosed to the other Funds prior to the Closing Date.
(i) No Approvals Needed. No consent, approval, authorization
or order of any court or government authority is required
for the consummation by the Fund of the Tax Conversion
and Reorganization.
Section 5. Representations and Warranties of Master Fund
Master Fund hereby represents and warrants as follows as of
the date of this Plan and/or as of the Closing Date:
(a) Organization of Master Fund. Master Fund is (i) a limited
liability company duly organized and validly existing
under the laws of the State of Delaware, and (ii) has
been classified as a partnership for federal income tax
purposes for each past taxable year since it commenced
operations, will continue to be classified for its
current taxable year, and will not elect not to be so
classified. Master Fund has all required power and
authority to carry on its business as presently
conducted; has the power to own all of its assets and to
carry out its obligations under this Plan; is qualified
in every jurisdiction where required, except to the
extent that failure to so qualify would not have a
material adverse effect; and has all necessary federal,
state and local authorizations to carry on its business
as it is now being conducted and to carry out this Plan.
(b) Authority. Master Fund has full right, authority and
power to enter into this Plan, and to carry out the
transactions contemplated hereby. The execution,
delivery and performance by Master Fund of this Plan has
been duly authorized by all necessary action of Master
Fund and no other action on the part of Master Fund is
required in connection therewith. This Plan constitutes
the valid and binding obligation of Master Fund
enforceable in accordance with its terms except as may be
limited by applicable bankruptcy, reorganization,
insolvency, moratorium or other similar laws from time to
time in effect affecting creditors' rights generally or
by principles governing the availability of equitable
remedies.
(c) Title to Assets. Master Fund owns all of its assets.
Master Fund makes no representations or warranties as to
liens or encumbrances. Such assets represent all of the
assets of Master Fund.
(d) Liabilities. Master Fund's liabilities were incurred by
Master Fund in the ordinary course of its business and
are associated with Master Fund's assets, and do not
exceed Master Fund's aggregate adjusted basis in its
assets.
(e) Capitalization. As of the Closing Date, Master Fund will
not have outstanding any warrants, options, convertible
securities, or any other type of rights pursuant to which
any person could acquire an interest in Master Fund.
(f) No Conflicts. To Master Fund's knowledge, the execution,
delivery and performance of this Plan and each other
agreement, document and instrument contemplated hereby
does not and will not, with or without the giving of
notice or the lapse of time or both, (i) constitute a
violation of, or conflict with or result in any breach
of, acceleration of any obligation under, right of
termination under, or default under, any agreement,
contract, instrument, mortgage, lien, lease, permit,
authorization, order, writ, judgment, injunction, decree,
determination or arbitration award to which Master Fund
is a party or by which Master Fund or Master Fund's
property is bound or affected, (ii) violate any judgment,
decree, order, statute, law, rule or regulation
applicable to Master Fund, or (iii) require Master Fund
to obtain any approval, consent or waiver of, or to make
any filing with, any person or entity (governmental or
otherwise) that has not been obtained or made.
(g) Registered Fund. Master Fund is duly registered under
the Investment Company Act of 1940, as amended (the "1940
Act"), as a closed-end management investment company and
such registration has not been revoked or rescinded and
is in full force and effect.
(h) No Proceedings. There are no material legal,
administrative or other proceedings pending or, to the
knowledge of Master Fund, threatened against Master Fund
which assert liability on the part of Master Fund or
which materially affect the financial condition of Master
Fund or Master Fund's ability to consummate the Tax
Conversion and Reorganization. Master Fund is not charged
with or, to the best of its knowledge, threatened with
any violation or investigation of any possible violation
of any provisions of any federal, state or local law or
regulation or administrative ruling relating to any
aspect of its business.
(i) No Undisclosed Contracts. There are no material
contracts outstanding to which Master Fund is a party
that have not been disclosed or that will not otherwise
be disclosed to the other Funds prior to the Closing
Date.
(j) No Approvals Needed. No consent, approval, authorization
or order of any court or government authority is required
for the consummation by Master Fund of the Tax Conversion
and Reorganization.
(k) Tax Returns. Master Fund has filed, or intends to file,
or has obtained extensions to file, all federal, state
and local tax returns which are required to be filed by
it, and has paid or has obtained extensions to pay, all
federal, state and local taxes shown on said returns to
be due and owing and all assessments received by it, up
to and including the taxable year in which the Closing
Date occurs.
(l) Subchapter M Requirements. As of the Closing Date,
Master Fund's assets will meet the diversification
requirements of section 851(b)(3) of the Code for a RIC
under Subchapter M of the Code.
Section 6. Payment of Expenses.
(a) Except as otherwise provided in this Section 6, each Fund
will bear all of any and all costs and expenses of the
Tax Conversion and Reorganization incurred by such Fund,
whether or not the Tax Conversion and Reorganization is
consummated, including in the case of the Master Fund,
any brokerage commissions, dealer xxxx-ups and similar
expenses ("Portfolio Expenses") that the Master Fund may
incur in connection with the purchases or sale of
portfolio securities and, in the case of TI 1 Fund and TI
2 Fund, any governmental fees required in connection with
the registration or qualification of the TI 1 Fund Shares
and TI 2 Fund Shares under applicable state and federal
laws.
(b) Notwithstanding any other provisions of this Plan, if for
any reason the Tax Conversion and Reorganization
contemplated by this Plan is not consummated, no Fund
shall be liable to any other Fund for any damages
resulting therefrom, including, without limitation,
consequential damages, except as specifically set forth
above.
(c) Notwithstanding any of the foregoing, costs and expenses
will in any event be paid by the party directly incurring
them if and to the extent that the payment by another
party of such costs and expenses would result in the
disqualification of such party as a "regulated investment
company" within the meaning of Subchapter M of the Code.
Section 7. Covenants of the Funds.
Each Fund, as applicable, hereby covenants and agrees with
each other Fund as follows:
(a) Each Fund will operate its business as presently
conducted in the ordinary course of business between the
date hereof and the Closing Date, it being understood
that such ordinary course of business will include
regular and customary periodic dividends and
distributions, as applicable.
(b) Each Registered Feeder Fund will provide notice to its
investors, in connection with any repurchase tender offer
made by such Registered Feeder Fund, regarding this Plan
and the Conversion and Reorganization contemplated
hereby, providing such investors with an opportunity to
tender their interests in such Registered Feeder Fund for
repurchase prior to the Closing Date.
(c) Each of the Funds agrees that by the Closing Date all of
its federal and other tax returns and reports required to
be filed on or before such date shall have been filed.
(d) Each Fund will cooperate with each other Fund in filing
any tax return, or amended return, determining a
liability for taxes or a right to a refund of taxes or
participating in or conducting any audit or other
proceeding in respect of taxes.
(e) After the Closing Date, TE Fund shall prepare, or cause
its agents to prepare, any federal, state or local tax
returns required to be filed by such Fund with respect to
its final taxable year ending with its complete
liquidation and for any prior periods or taxable years
and further shall cause such tax returns to be duly filed
with the appropriate taxing authorities. Master Fund will
retain for a period of ten (10) years following the
Closing Date all returns, schedules and work papers and
all material records or other documents relating to tax
matters of TE Fund's taxable periods first ending after
the Closing Date and for all prior taxable periods.
(f) Following the consummation of the Tax Conversion and
Reorganization, Master Fund, TI 1 Fund and TI 2 Fund will
each continue its business as a closed-end management
investment company registered under the 1940 Act.
Section 8. Conditions of a Fund's Obligations.
(a) The obligations of a Fund hereunder shall be subject to
the following conditions:
(i) That Fund's Board of Managers ("Board") has
determined that participation in the Tax Conversion
and Reorganization is in the best interests of the
Fund and that the interests of the existing
investors thereof will not be diluted as a result of
the Tax Conversion and Reorganization, that this
Plan shall have been adopted, and the Tax Conversion
and Reorganization shall have been approved, by the
Board.
(ii) That each Fund shall have furnished to the other
Funds a certificate signed by a Fund officer, dated
as of the Closing Date, certifying that, as of the
Closing Date, all representations and warranties of
such Fund made in this Plan are true and correct in
all material respects with the same effect as if
made at and as of such dates, and that such Fund has
complied with all of the agreements and satisfied
all of the conditions on its part to be performed or
satisfied at or prior to each of such dates.
(iii) That there shall not be any material litigation
pending with respect to the matters contemplated by
this Plan.
(b) The obligations of TE Fund hereunder shall also be
subject to the following condition:
(i) That TI 2 Fund and TE Fund shall have received the
opinion of K&L Gates LLP, dated as of the Closing
Date, addressed to TI 2 Fund and TE Fund
substantially in the form and to the effect that:
(A) TI 2 Fund and TE Fund are duly formed and
validly existing under the laws of the State of
Delaware;
(B) TI 2 Fund and TE Fund are closed-end management
investment companies registered under the 1940
Act;
(C) this Plan and the Tax Conversion and
Reorganization provided for herein and the
execution of this Plan have been duly authorized
and approved by all requisite action of TI 2
Fund's Board and TE Fund's Board, and this Plan
has been duly executed and delivered by TI 2
Fund and TE Fund and (assuming this Plan is a
valid and binding obligation of the other
parties hereto) is a valid and binding
obligation of TI 2 Fund and TE Fund;
(D) neither the execution or delivery by TI 2 Fund
or TE Fund of this Plan nor the consummation by
TI 2 Fund and TE Fund of the Tax Conversion and
Reorganization contemplated hereby violates any
provision of any statute or any published
regulation or any judgment or order disclosed to
counsel by either Fund as being applicable to
such Fund; and
(E) to their knowledge and subject to the
qualifications set forth below, the execution
and delivery by TI 2 Fund and TE Fund of this
Plan and the consummation of the Tax Conversion
and Reorganization herein contemplated do not
require, under the laws of the State of Delaware
or any state in which either of such Funds is
qualified to do business or the federal laws of
the United States, the consent, approval,
authorization, registration, qualification or
order of, or filing with, any court or
governmental agency or body (except such as have
been obtained under the Securities Act of 1933,
as amended, the 1934 Act, the 1940 Act or the
rules and regulations thereunder). Counsel need
express no opinion, however, as to any such
consent, approval, authorization, registration,
qualification, order or filing which may be
required as a result of the involvement of other
parties to this Plan in the transactions herein
contemplated because of their legal or
regulatory status or because of any other facts
specifically pertaining to them.
Section 9. Termination, Postponement and Waivers.
(a) Notwithstanding anything contained in this Plan to the
contrary, this Plan may be terminated and the Tax
Conversion and Reorganization abandoned at any time prior
to the Closing Date, or the Closing Date may be
postponed,
(i) by consent of the Funds' Boards; or
(ii) if any condition of a Fund's obligations set forth
in Section 8 of this Plan has not been fulfilled or
waived by the Boards of the other Funds.
(b) If the Tax Conversion and Reorganization contemplated by
this Plan has not been consummated by _____________,
2013, this Plan automatically shall terminate on that
date, unless a later date is agreed to by the Funds'
Boards.
(c) In the event of termination of this Plan pursuant to the
provisions hereof, the same shall become void and have no
further effect, and there shall not be any liability on
the part of any Fund or persons who are its directors,
officers, agents or shareholders in respect of this Plan.
(d) At any time prior to the Closing Date, any of the terms
or conditions of this Plan may be waived by each Fund's
Board, if, in the judgment of such Board after
consultation with its counsel, such action or waiver will
not have a material adverse effect on the benefits
intended under this Plan to the investors of the Fund on
behalf of which such action is taken.
(e) The respective representations and warranties contained
in Sections 3, 4 and 5 of this Plan shall expire with,
and be terminated by, the consummation of the Tax
Conversion and Reorganization, and the Funds and the
officers, directors, managers, agents or members of such
Funds shall not have any liability with respect to such
representations or warranties after the Closing Date.
This provision shall not protect any officer, director,
manager, agent or member of any Fund against any
liability to the entity for which that officer, director,
manager, agent or member so acts or to its Investors, to
which that officer, director, manager, agent or member
otherwise would be subject by reason of willful
misfeasance, bad faith, gross negligence, or reckless
disregard of the duties in the conduct of such office.
(f) If any order or orders of the Securities and Exchange
Commission with respect to this Plan shall be issued
prior to the Closing Date and shall impose any terms or
conditions which are determined by action of the Funds'
Boards to be acceptable, such terms and conditions shall
be binding as if a part of this Plan without further vote
or approval of the investors.
Section 10. Other Matters.
(a) All covenants, agreements, representations and warranties
made under this Plan and any certificates delivered
pursuant to this Plan shall be deemed to have been
material and relied upon by each of the parties,
notwithstanding any investigation made by them or on
their behalf.
(b) All notices hereunder shall be sufficiently given for all
purposes hereunder if in writing and delivered personally
or sent by registered mail or certified mail, postage
prepaid. Notice to any Fund shall be addressed to:
x/x Xxxxxxxxx Xxxxxxx Xxxxxxxxxx, X.X.
000 Xxxxx Xxxxxxxx Xxxxxx
Xxxxx 0000
Xxxxxxx, XX 00000
or at such other address as a Fund may designate by
written notice to the other Funds. Any notice shall be
deemed to have been served or given as of the date such
notice is delivered personally or mailed.
(c) This Plan supersedes all previous correspondence and oral
communications between the parties regarding the Tax
Conversion and Reorganization, constitutes the only
understanding with respect to the Tax Conversion and
Reorganization, may not be changed except by a letter of
agreement signed by each party and shall be governed by
and construed in accordance with the laws of the State of
Delaware applicable to agreements made and to be
performed in said state.
(d) It is expressly agreed that the obligations of any Fund
hereunder shall not be binding upon any of its directors,
managers, members, nominees, officers, agents, or
employees personally, but shall bind only the property of
the respective Fund, as applicable. The execution and
delivery of this Plan has been authorized by each Board
on behalf of its Fund and signed by their respective
authorized officers, acting as such, and neither such
authorization by such directors or managers, nor such
execution and delivery by such officers shall be deemed
to have been made by any of them individually or to
impose any liability on any of them personally, but shall
bind only the property of the relevant Fund, as
applicable.
(e) This Plan may be executed in any number of counterparts,
each of which, when executed and delivered, shall be
deemed to be an original but all such counterparts
together shall constitute but one instrument.
(f) This Plan may not be assigned by the parties hereto.
This Plan shall be binding upon and enforceable by, and
shall inure to the benefit of, the parties hereto and
their respective successors and permitted assigns.
(g) The captions in this Plan are for convenience only and
shall not affect the construction or interpretation of
any term or provision hereof. The use in this Plan of
the masculine pronoun in reference to a party hereto
shall be deemed to include the feminine or neuter, as the
context may require.
(h) This Plan may not be amended or modified, nor may
compliance with any condition or covenant set forth
herein be waived, except by a writing duly and validly
executed by each party hereto, or in the case of a
waiver, the party waiving compliance.
(i) At any time or from time to time after the date of this
Plan, the parties hereto will take all appropriate action
and execute and deliver, without limitation, any
documents or instruments of transfer, conveyance,
assignment and confirmation or provide any information
which may be reasonably necessary to carry out any of the
provisions of this Plan.
IN WITNESS WHEREOF the parties hereto have caused this
Plan to be executed as of the date set forth above by their
duly authorized representatives.
Grosvenor Registered Multi-Strategy Master Fund, LLC
By:
Name: Xxxxx X. Xxxxxxxx
Title: President
Grosvenor Registered Multi-Strategy Fund (TI 1), LLC
By:
Name: Xxxxx X. Xxxxxxxx
Title: President
Grosvenor Registered Multi-Strategy Fund (TI 2), LLC
By:
Name: Xxxxx X. Xxxxxxxx
Title: President
Grosvenor Registered Multi-Strategy Fund (TE), LLC
By:
Name: Xxxxx X. Xxxxxxxx
Title: President
Grosvenor Multi-Strategy Offshore Fund, Ltd.
By:
Name: Xxxxx X. Xxxxxxxx
Title: President
