SEI Trust Account # _____________________
Account Name: ___________________________
LETTER OF TRANSMITTAL
Regarding Limited Partnership Interests in the
SEI OPPORTUNITY FUND, L.P.
Tendered Pursuant to the Offer to Purchase
Dated September 30, 2005
--------------------------------------------------------------------------------
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE
AT, AND THIS LETTER OF TRANSMITTAL MUST BE
RECEIVED BY THE FUND BY, 5:00 P.M., EASTERN TIME,
ON OCTOBER 27, 2005, UNLESS THE OFFER IS EXTENDED.
--------------------------------------------------------------------------------
COMPLETE THIS LETTER OF TRANSMITTAL AND RETURN BY MAIL OR FAX TO:
SEI Private Trust Company
Attention: Advisor Network (Service Team)
P.O. Box Box 1098
Oaks, PA 19456-9907
OR Fax: 000-000-0000
For additional information contact your account service director.
1
Ladies and Gentlemen:
The undersigned hereby tenders to the SEI Opportunity Fund, L.P. (the
"Fund"), a closed-end, non-diversified, management investment company organized
under the laws of the State of Delaware, the limited partnership interest in the
Fund ("Interest" or "Interests" as the context requires) or portion thereof held
by the undersigned, described and specified below, on the terms and conditions
set forth in the offer to purchase, dated September 30, 2005 ("Offer to
Purchase"), receipt of which is hereby acknowledged, and in this Letter of
Transmittal (which together constitute the "Offer"). THE TENDER AND THIS LETTER
OF TRANSMITTAL ARE SUBJECT TO ALL THE TERMS AND CONDITIONS SET FORTH IN THE
OFFER TO PURCHASE, INCLUDING, BUT NOT LIMITED TO, THE ABSOLUTE RIGHT OF THE FUND
TO REJECT ANY AND ALL TENDERS DETERMINED BY THE FUND, IN ITS SOLE DISCRETION,
NOT TO BE IN THE APPROPRIATE FORM.
The undersigned hereby sells to the Fund the Interest or portion thereof
tendered hereby pursuant to the Offer. The undersigned hereby warrants that the
undersigned has full authority to sell the Interest or portion thereof tendered
hereby and that the Fund will acquire good title thereto, free and clear of all
liens, charges, encumbrances, conditional sales agreements or other obligations
relating to the sale thereof, and not subject to any adverse claim, when and to
the extent the same are purchased by it. Upon request, the undersigned will
execute and deliver any additional documents necessary to complete the sale in
accordance with the terms of the Offer.
The undersigned recognizes that under certain circumstances set forth in
the Offer, the Fund may not be required to purchase any of the Interests in the
Fund or portions thereof tendered hereby, and that if the Offer is
oversubscribed, the Fund might not purchase all of the undersigned's tendered
Interest.
The cash payment(s) of the purchase price for the Interest or portion
thereof tendered by the undersigned and accepted for purchase by the Fund will
be made by wire transfer of the funds to an account designated by the
undersigned. The undersigned hereby represents and warrants that the undersigned
understands that any payment in the form of marketable securities would be made
by means of special arrangement with the tendering Investor in the sole
discretion of the Board of Directors of the Fund.
If the undersigned's entire Interest is tendered and accepted for purchase,
the contingent payment portion of the purchase price, if any, will be provided
for as described in Section 7 of the Offer to Purchase. Any contingent payment
of cash will be made by wire transfer of the funds to the undersigned's account.
The undersigned recognizes that, upon a withdrawal of this cash from the
account, the institution at which the account is held may impose any fees that
would customarily be assessed upon the withdrawal of cash from the account.
The undersigned recognizes that the amount of the purchase price for
Interests, or a portion thereof, will be based on the unaudited net asset value
of the Fund estimated as of December 31, 2005, subject to any extension of the
Offer as described in Sections 4 and 8 of the Offer to Purchase, and that the
contingent payment portion of the purchase price, if any, will be determined
upon completion of the audit of the Fund's financial statements for the fiscal
year
2
ending March 31, 2006, which is anticipated to be completed not later than 60
days after March 31, 2006. The payment of the contingent obligation will be made
promptly after such 60-day period.
All authority herein conferred or agreed to be conferred shall survive the
death or incapacity of the undersigned and the obligation of the undersigned
hereunder shall be binding on the heirs, personal representatives, successors
and assigns of the undersigned. Except as stated in Section 6 of the Offer to
Purchase, this tender is irrevocable.
The undersigned acknowledges that the method of delivery of any document is
at the election and complete risk of the undersigned including, but not limited
to, the failure of the Fund's custodian, SEI Private Trust Company, to receive
any Letter of Transmittal or other document.
IF YOU DO NOT WISH TO SELL YOUR INTERESTS AT THIS TIME, PLEASE DISREGARD
THIS LETTER OF TRANSMITTAL. IF YOU DECIDE TO TENDER, YOU ARE RESPONSIBLE FOR
CONFIRMING THAT SEI PRIVATE TRUST COMPANY RECEIVES YOUR DOCUMENTS.
3
PLEASE FAX OR MAIL IN THE ENCLOSED POSTAGE PAID ENVELOPE TO:
SEI PRIVATE TRUST COMPANY
Attention: Advisor Network (Service Team)
P.O. Box Box 1098
Oaks, PA 00000-0000
OR FAX: 000-000-0000
PART 1. INVESTOR INFORMATION:
Name of Investor: _________________________________________________
SEI Account Number: _______________________________________________
Social Security No.
or Taxpayer
Identification No.: _______________________________________________
Telephone Number: ( ) _________________________________________
PART 2. AMOUNT OF INTEREST IN THE FUND BEING TENDERED:
[ ] Entire limited partnership interest.
[ ] Portion of limited partnership interest expressed as a
specific dollar value. (A minimum interest with a value
greater than $25,000 (the "Required Minimum Balance"), must
be maintained.)*
$-----------
[ ] Portion of limited partnership interest in excess of the
Required Minimum Balance.
*The undersigned understands and agrees that if the
undersigned tenders an amount that would cause the
undersigned's capital account balance to fall below the
Required Minimum Balance, the Fund may reduce the amount to
be purchased from the undersigned so that the Required
Minimum Balance is maintained.
PART 3. PAYMENT.
Cash payments will be wire transferred directly to your account.
The undersigned hereby represents and warrants that the
undersigned understands that, for cash payments wired directly to
such account, upon a withdrawal of this cash payment from the
account, the institution at which the account is held may impose
any fees that would customarily be assessed upon the withdrawal of
cash from the account. Any payment
4
in the form of marketable securities would be made by means of
special arrangements with the undersigned.
5
PART 4. SIGNATURE(S).
------------------------------------------------- -------------------------------------------------
FOR INDIVIDUAL INVESTORS FOR OTHER INVESTORS:
AND JOINT OWNERSHIP:
------------------------------------------------- -------------------------------------------------
Signature Print Name of Investor
(SIGNATURE OF OWNER(S) EXACTLY AS APPEARED
IN SUBSCRIPTION DOCUMENTS)
------------------------------------------------- -------------------------------------------------
Print Name of Investor Signature
(SIGNATURE OF OWNER(S) EXACTLY AS APPEARED
IN SUBSCRIPTION DOCUMENTS)
------------------------------------------------- -------------------------------------------------
Joint Owner Signature if necessary Print Name of Signatory and Title
(SIGNATURE OF JOINT OWNER(S) EXACTLY AS APPEARED
IN SUBSCRIPTION DOCUMENTS)
------------------------------------------------- -------------------------------------------------
Print Name of Joint Owner Co-signatory if necessary
(SIGNATURE OF OWNER(S) EXACTLY AS APPEARED
IN SUBSCRIPTION DOCUMENTS)
-------------------------------------------------
Print Name and Title of Co-signatory
------------------------------------------------- -------------------------------------------------
Date: _________________
6
