ofrtopurch.htm

Rochdale Core Alternative Strategies Fund LLC, a closed-end, non-diversified management investment company organized as a Delaware limited liability company (the “Fund”), is offering to purchase for cash on the terms and conditions set forth in this Offer to Purchase and the related Letter of Transmittal (which together constitute the “Offer”) up to $3 million of the Fund’s Units tendered by members of the Fund (“Members”) at a price equal to the net asset value as of December 30, 2011. (As used in this Offer, the term “Unit” or “Units” as the context requires, shall refer to the Member’s units of limited liability company interests in the Fund and portions thereof representing beneficial interests in the Fund.)

Members should realize that the value of the Units tendered in the Offer likely will change between now and December 30, 2011, when the value of the Units tendered to the Fund will be determined for purposes of calculating the purchase price of such Units. Members tendering their Units should also note that they will remain Members in the Fund, with respect to the Units tendered and accepted for purchase by the Fund, through December 30, 2011, the valuation date of the Offer when the net asset value of their Units is calculated. Any tendering Members who wish to obtain the most current estimated net asset value of their Units should review their most recent valuation statement. If you need additional information please contact the Fund, at the telephone number or address set forth below, Monday through Friday, except holidays, during normal business hours.

Because each Member’s investment decision is a personal one, based on each Member’s financial circumstances, no person has been authorized to make any recommendation on behalf of the Fund as to whether any Members should tender Units pursuant to the Offer. No person has been authorized to give any information or to make any representations in connection with the Offer other than those contained herein or in The Letter of Transmittal. If given or made, such recommendation and such information and representations must not be relied on as having been authorized by the Fund.

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As stated in the LLC Agreement and the Fund’s Prospectus, the Fund will purchase your Units in the Fund at their net asset value (that is, the value of the Fund’s assets minus its liabilities, multiplied by the proportionate interest in the Fund you desire to redeem) on the applicable valuation date. The Offer will remain open until 5:00 p.m., Eastern Time, on September 12, 2011, unless the Offer is extended (the “Expiration Date”). The net asset value will be calculated for this purpose on December 30, 2011 (the “Valuation Date”). The Fund reserves the right to adjust the Valuation Date to correspond with any extension of the Offer.

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The Fund reserves the right to cancel, extend, amend or postpone the Offer at any time before 5:00 p.m., Eastern Time, on September 12, 2011, subject to conditions discussed in Section 7. Also note that although the Offer expires on September 12, 2011, you will remain a Member of the Fund with respect to the Units you tendered that are accepted for purchase by the Fund through December 30, 2011, when the net asset value of your Units is calculated.

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You may tender all of your Units, a portion of your Units defined as a specified dollar amount, or a portion of your Units above the minimum required capital account balance of at least $25,000. If you tender only a portion of your units, you must maintain a capital account balance of at least $25,000 after giving effect to the amount repurchased by the Fund. The Fund reserves the right to reduce the amount you tender or to purchase your entire amount of Units in the Fund if the purchase would cause your capital account to have less than the required minimum balance.

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The Promissory Note will entitle you to an initial payment that will be in an amount equal to 90% of the unaudited net asset value of the purchased Units, determined as of the Valuation Date (the “Initial Payment”). The Initial Payment will be made as of the later of (1) 30 days after the Valuation Date, or (2) if Rochdale Core Alternative Strategies Master Fund LLC (the “Master Fund”), the investment company in which the Fund invests, has requested withdrawal of its capital from any investment funds in order to fund the purchase of Units, within 10 business days after the Master Fund has received at least 90% of the aggregate amount withdrawn by the Master Fund from the investment funds.

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The Promissory Note will also entitle you to a second and final payment (the “Post Audit Payment” equal to (a) the net asset value of the purchased Units determined as of the Valuation Date as it may be adjusted based upon the results of the annual audit of the Fund’s financial statements for the fiscal year ending March 31, 2012, minus (b) the Initial Payment. The Post Audit Payment, if any, will be made promptly after the completion of the Fund’s annual audit for its fiscal year ending March 31, 2012 (which it expects will be completed 60 days after the fiscal year end).

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If you would like the Fund to purchase your Units, you should (i) mail the Letter of Transmittal (enclosed with the Offer) to the Fund, c/o Rochdale Investment Management, 570 Lexington Avenue, New York, NY 10022; or (ii) fax it to the Fund at (212) 702-3526. In either case, the Letter of Transmittal must be received before 5:00 p.m., Eastern Time, on September 12, 2011. If you fax the Letter of Transmittal, you must also mail the original Letter of Transmittal to the Fund promptly after you fax it (although the original does not have to be received before 5:00 P.M., Eastern Time, on September 12, 2011). Of course, the value of your Units likely will change between now and December 30, 2011, when the value of your investment will be determined for purposes of calculating the purchase price for Units.

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If you would like to obtain the most current estimated net asset value of your Units, which the Fund calculates monthly based upon the information it receives from the Master Fund (which the Master Fund receives from the managers of the investment funds in which the Master Fund invests), you should review your most recent valuation statement. If you need further information please call (800) 245-9888 Monday through Friday, except holidays, during normal business hours or write to the address listed above.

Because there is no secondary trading market for Units, and transfers of Units are prohibited without prior approval of the Fund, the Board of Directors of the Fund has determined, after consideration of various matters, including but not limited to those set forth in the LLC Agreement, that the Offer is in the best interests of Members in order to provide liquidity for Units as contemplated in the LLC Agreement. The Fund intends to consider the continued desirability of making an offer to purchase Units semi-annually, but the Fund is not required to make any such offer.

The purchase of Units pursuant to the Offer will have the effect of increasing the proportionate interest in the Fund of Members who do not tender Units. Members who retain their Units may be subject to increased risks due to the reduction in the Fund’s aggregate assets resulting from payment for the Units tendered. These risks include the potential for greater volatility due to decreased diversification. However, the Fund believes that this result is unlikely given the nature of the Fund’s investment program. A reduction in the aggregate assets of the Fund may result in Members that do not tender Units bearing higher costs to the extent that certain expenses borne by the Fund are relatively fixed and may not decrease if assets decline.

The Fund invests substantially all its assets in the Master Fund, a separate closed-end, non-diversified management investment company with the same investment objective as the Fund. All portfolio investments for the Fund are made at the Master Fund level. This structure is sometimes called a “master/feeder” structure. The Master Fund is simultaneously making a concurrent tender offer to the Fund to repurchase Units in the Master Fund at least equivalent in value to the value of the Units that the Fund is offering to repurchase. The Fund cannot make a repurchase offer larger than the repurchase offer made by the Master Fund.

The Fund’s manager, Rochdale Investment Management LLC (the “Manager”), is a direct Unit holder of the Fund. Garrett D’Alessandro, a control person of the Manager, was the organizational member of the Fund. The Manager invested an aggregate of $100,000 in the Fund. As of June 30, 2011, the Manager held approximately 0.46% of the Fund’s net asset value. The Manager has informed the Fund that it does not intend to tender any portion of its Units in response to the Offer.

The Fund’s Offer is made to all its Members on the same terms, including affiliates of the Manager. If the amount of Units duly tendered to the Fund prior to the expiration of the Offer exceeds $3 million of the Fund’s Units as of December 30, 2011, the Valuation Date, then the Fund will in its sole discretion either (a) accept the additional Units; (b) extend the Offer, if necessary, and increase the amount of Units that the Fund is offering to purchase to an amount it believes sufficient to accommodate the excess units tendered as well as any Units tendered during the extended Offer; or (c) accept Units tendered on or before the Expiration Date for payment on a pro rata basis based on the aggregate net asset value of tendered Units. The Fund generally will attempt to purchase those Units tendered unless the aggregate value of those Units tendered exceed $3 million on the Valuation Date.

The tender of Units by a Member will not affect the record ownership of such Member for purposes of voting or entitlement to any distributions payable by the Fund unless and until such Units are purchased. Although the Offer expires on September 12, 2011, a Member remains a Member of the Fund with respect to the units tendered that are accepted for purchase through December 30, 2011, the Valuation Date, when the net asset value of the Units is calculated and retains all rights in the Member’s tendered Units, including voting rights, until the Valuation Date.

The Fund will, on the terms and subject to the conditions of the Offer, purchase up to $3 million of the Fund’s Units that are properly tendered by Members and not withdrawn (in accordance with Section 5 below) prior to 5:00 p.m., Eastern Time, on September 12, 2011. The Fund reserves the right to extend, amend or cancel the Offer as described in Sections 3 and 7 below. The value of the Units tendered for purchase will be the net asset value of the Fund divided by the number of Units outstanding on December 30, 2011, the Valuation Date, payable as set forth in Section 6. The Fund reserves the right to adjust the Valuation Date to correspond with any extension of the Offer.

There is no established trading market for the Units of the Fund, and the value of Units at any particular time is based on the net asset value of the Fund at that time. Members may obtain monthly net asset value information, which the Fund calculates based upon the information it receives from the Master Fund (which the Master Fund receives from the managers of the investment funds in which the Master Fund invests), until the expiration of the Offer by reviewing their most recent valuation statements. Questions should be referred to the Fund at the telephone numbers or address set forth on page 2, Monday through Friday, except holidays, during normal business hours of 9:00 a.m. to 5:00 p.m. Eastern Time.

Subject to the limitations set forth below, Members may tender all of their Units or, alternatively, request a specific dollar amount or that a percentage of their Units be purchased. A Member who tenders for purchase only a portion of such Member’s Units shall be required to maintain a minimum capital account balance of at least $25,000 after giving effect to the amount repurchased by the Fund. If a Member’s tender of an amount less than all of its Units causes 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 or to purchase all of the Member’s Units. The Offer is being made to all Members and is not conditioned on any minimum amount of units being tendered.

If the amount of Units that is properly tendered pursuant to the Offer and not withdrawn pursuant to Section 5 below is less than or equal to $3 million of the Fund’s Units as of the Valuation Date (or such greater amount as the Fund may elect to purchase pursuant to the Offer), the Fund will, on the terms and subject to the conditions of the Offer, purchase all of the Units so tendered unless the Fund elects to cancel or amend the Offer, or postpone acceptance of tenders made pursuant to the Offer, as provided in Section 7 below. If the amount of units duly tendered to the Fund prior to the expiration of the Offer and not withdrawn pursuant to Section 5 below exceeds $3 million of the Fund’s Units as of the Valuation Date, the Fund may in its sole discretion either (a) accept the additional Units; (b) extend the Offer, if necessary, and increase the amount of Units that the Fund is offering to purchase to an amount it believes sufficient to accommodate the excess Units tendered as well as any Units tendered during the extended Offer; or (c) accept Units tendered on or before the Expiration Date for payment on a pro rata basis based on the aggregate net asset value of tendered Units. The Offer may be extended, amended or canceled in various other circumstances described in Section 7 below.

Members wishing to tender Units pursuant to the Offer should mail a completed and executed Letter of Transmittal to the Fund at the address set forth on page 2 hereof, or fax a completed and executed Letter of Transmittal using the fax number set forth on page 2 hereof. The completed and executed Letter of Transmittal must be received, either by mail or by fax, no later than 5:00 p.m., Eastern Time, on September 12, 2011, unless the Offer is extended. If a Member returns the Letter of Transmittal by fax, such Member must also mail the original Letter of Transmittal to the Fund promptly thereafter (although the original does not have to be received before 5:00 P.M., Eastern Time, on September 12, 2011). Please note that, as set forth in the Letter of Transmittal, if a Member invests through a financial intermediary, the intermediary may require alternate instructions. Members should contact their intermediary for more information.

The Fund recommends that all documents be submitted by certified mail, return receipt requested, or by facsimile transmission with confirmation of successful transmission. A Member choosing to fax a Letter of Transmittal must also send or deliver the original completed and executed Letter of Transmittal promptly thereafter. Members wishing to confirm receipt of a Letter of Transmittal may contact the Fund at the address or telephone number set forth on page 2 hereof. The method of delivery of any documents is at the election and complete risk of the Member tendering Units including, but not limited to, the failure to receive any Letter of Transmittal or other document submitted by facsimile transmission. All questions as to the validity, form, eligibility (including time of receipt) and acceptance of tenders will be determined by the Fund, in its sole discretion, and such determination shall be final and binding. The Fund reserves the absolute right to reject any or all tenders determined by it not to be in appropriate form or the acceptance of or payment for which would, in the opinion of counsel for the Fund, be unlawful. The Fund also reserves the absolute right to waive any of the conditions of the Offer or any defect in any tender with respect to any particular Unit or any particular Member, and the Fund’s interpretation of the terms and conditions of the Offer will be final and binding. Unless waived, any defects or irregularities in connection with tenders must be cured within such time as the Fund shall determine. Tenders will not be deemed to have been made until the defects or irregularities have been cured or waived. Neither the Fund, the Manager nor the Board of Directors shall be obligated to give notice of any defects or irregularities in tenders, nor shall any of them incur any liability for failure to give such notice.

Any Member tendering Units pursuant to this Offer may withdraw the tender at any time prior to 5:00 p.m., Eastern Time, on September 12, 2011 (or if the Offer is extended, before any later Expiration Date). To be effective, any notice of withdrawal of a tender must be timely received at the address or fax numbers set forth on page 2 hereof. A form to give notice of withdrawal of a tender is available by calling the Fund at the telephone number indicated on page 2 hereof. All questions as to the form and validity (including time of receipt) of notices of withdrawal of a tender will be determined by the Fund, in its sole discretion, and such determination shall be final and binding. Units subject to a properly withdrawn tender shall not thereafter be deemed to be tendered for purposes of the Offer. However, withdrawn Units may be tendered again prior to the Expiration Date by following the procedures described in Section 4.

As set forth in Section 3, Members may tender all their Units or a portion of their Units. The amount a tendering Member will be paid will equal the value of the Units tendered determined as of the Valuation Date and will be based upon the net asset value of the Fund’s assets as of that date, after giving effect to all allocations to be made as of that date. Members requesting a specific dollar amount will have the appropriate number of Units purchased by the Fund from the Member’s capital account to satisfy the requested amount based upon the value of Units on the Valuation Date.

If a Member tenders only a portion of its Units, the Member will be required to maintain a capital account balance equal to $25,000 after giving effect to the amount repurchased by the Fund. If a Member’s tender of an amount less than all of its Units causes 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 or to purchase all of the Member’s Units.

If a Member’s tender is accepted, payment of the purchase amount will consist of the Promissory Note, a non-interest bearing, non-transferable promissory note. The Promissory Note will be mailed directly to the tendering Member after the Expiration Date. The Promissory Note will entitle the Member to receive the Initial Payment in an amount equal to at least 90% of the unaudited net asset value of the Units tendered and accepted for purchase by the Fund as of the Valuation Date. Payment of this amount will be made as of the later of 30 days after the Valuation Date, or if the Master Fund has requested withdrawals of its capital from any of the investment funds in order to fund the purchase of Units, 10 business days after the Master Fund has received at least 90% of the aggregate amount withdrawn by the Master Fund from the investment funds. The Promissory Note will also entitle the Member to receive the Post-Audit Payment, a contingent payment equal to the excess, if any, of (a) the value of the purchased Units determined as of the Valuation Date, as it may be adjusted based upon the results of the next annual audit of the Fund’s financial statements for its fiscal year ending March 31, 2012 (which is expected to be completed 60 days after the fiscal year end), minus (b) the Initial Payment. The Post Audit Payment will be made promptly after the completion of the Fund’s annual audit.

Although the Fund has retained the option to pay all or a portion of the purchase price by distributing securities in-kind as set forth in its LLC Agreement, the purchase price will be paid entirely in cash except in the unlikely event that the Fund determines that the distribution of securities is necessary to avoid or mitigate any adverse effect of the Offer on the remaining Members. It is expected that cash payments for Units acquired pursuant to the Offer, which will not exceed $3 million of the Fund’s Units as of the Valuation Date (unless the Fund elects to purchase a greater amount), will be derived from: (a) cash on hand and (b) withdrawals of capital from the Master Fund.

The Fund reserves the right, at any time and from time to time, to extend the period of time during which the Offer is pending by notifying Members of such extension. During any such extension, all Units previously tendered and not withdrawn will remain subject to the Offer. The Fund also reserves the right, at any time and from time to time, up to and including acceptance of tenders pursuant to the Offer, to: (a) cancel the Offer in the circumstances set forth in the following paragraph and in the event of such cancellation not to purchase or pay for any Units tendered pursuant to the Offer; (b) amend the Offer; or (c) postpone the acceptance of Units. If the Fund determines to amend the Offer or to postpone the acceptance of Units tendered, it will, to the extent necessary, extend the period of time during which the Offer is open as provided above and will promptly notify Members.

The Fund may cancel the Offer, amend the Offer or postpone the acceptance of tenders made pursuant to the Offer if: (a) the Master Fund would not be able to liquidate interests in the investment funds in a manner that is orderly and consistent with the Fund’s investment objectives and policies in order to purchase Units tendered pursuant to the Offer; (b) there is, in the judgment of the Fund’s Board of Directors, any (i) legal action or proceeding instituted challenging the Offer or otherwise materially adversely affecting the Fund, (ii) declaration of a banking moratorium by federal or state authorities or any suspension of payment by banks in the United States that is material to the Fund, (iii) limitation imposed by federal or state authorities on the extension of credit by lending institutions, (iv) suspension of trading on any organized exchange or over-the-counter market where the Fund has a material investment, (v) commencement of war, armed hostilities or other international or national calamity directly or indirectly involving the United States that is material to the Fund (the Fund acknowledges the military actions involving the United States in Iraq and Afghanistan and has determined, as of the date hereof, that such actions are not material to the Partnership), (vi) material decrease in the net asset value of the Fund from the net asset value of the Fund as of commencement of the Offer, or (vii) other event or condition that would have a material adverse effect on the Fund or its Members if Units tendered pursuant to the Offer were purchased; or (c) the Fund’s Board of Directors determines that it is not in the best interests of the Fund to purchase Units pursuant to the Offer. There can be no assurance that the Fund will exercise its right to extend, amend or cancel the Offer or to postpone acceptance of tenders pursuant to the Offer.

The Fund is registered under the Investment Company Act of 1940, as amended (the “1940 Act’), as a closed-end management investment company. It is organized as a Delaware limited liability company and the principal office of the Fund is located at 570 Lexington Avenue, New York, NY 10022. The Fund’s telephone number is (800) 245-9888. Units are not traded on any established trading market and are subject to strict restrictions on transferability pursuant to the LLC Agreement.

The Fund does not have any plans, proposals or negotiations that relate to or that the Fund anticipates would result in: (a) the acquisition by any person of additional Units (other than routine sales as disclosed in the Fund’s registration statement); (b) any extraordinary transaction, such as a merger, reorganization or liquidations, involving the Fund or the Master Fund; (c) any purchase, sale or transfer of a material amount of assets of the Fund or the Master Fund (other than as the Fund or the Master Fund determines may be necessary or appropriate to finance any portion of the purchase price for Units acquired pursuant to this Offer to Purchase or in connection with ordinary portfolio transactions of the Fund and the Master Fund); (d) any material change in the present dividend rate or policy, or indebtedness or capitalization of the Fund; (e) any change in the present board of directors or management of the Fund, including but not limited to, any plans or proposal to change the number or the term of directors or to change any material term of the employment contract of any executive officer; (f) any other material change in the Fund’s structure or business, including any plans or proposals to make any changes in its investment policy for which a vote would be required by Section 13 of the 1940 Act; (g) any class of equity securities of the Fund to be delisted from a national securities exchange or cease to be authorized to be quoted in an automated quotation system operated by a national securities association; (h) any class of equity securities of the Fund becoming eligible for termination of registration under Section 12(g)(4) of the Securities Exchange Act of 1934, as amended (the “1934 Act”); (i) the suspension of the Fund’s obligation to file reports under Section 15(d) of the 1934 Act; (j) the acquisition by any person of additional securities of the Fund or the disposition of securities of the Fund other than as set forth in the Fund’s registration statement; or (k) any changes in the Fund’s governing instruments or other actions that could impede the acquisition of control of the Fund.

Man-Glenwood Lexington TEI, LLC, or an affiliate thereof (“MG”), a non-affiliated investment company, has filed a patent application relating to a structure that interposes a Cayman Islands entity between a registered investment company and an underlying master fund (the “Patent Application”). The Patent Application was published on February 2, 2006. In the event that the Patent Application is granted and it is determined that the master-feeder structure of which the Fund forms a part infringes on the MG patent, the Master Fund’s and/or the Fund’s Board of Directors may determine to enter into a licensing agreement pursuant to which the master-feeder structure may continue to operate without infringing on the MG patent. Such a licensing agreement will likely impose additional costs, in the form of licensing fees and other costs, on the Master Fund, the Fund and the Members. MG has also filed a second unpublished patent application that is believed to include some common subject matter with the Patent Application. The impact of this patent application, if a patent is ultimately issued thereon, is expected to be similar to the impact of the Patent Application.

In general, a Member from whom Units are purchased by the Fund will be treated as receiving a distribution from the Fund. Such Member generally will not recognize income or gain as a result of the purchase, except to the extent (if any) that the amount of consideration received by the Member exceeds such Member’s then adjusted tax basis in such Member’s Units. A Member’s basis in such Member’s Units will be reduced (but not below zero) by the amount of consideration received by the Member from the Fund in connection with the purchase of such Units. A Member’s basis in such Member’s Units will be adjusted for income, gain or loss allocated (for tax purposes) to such Member for periods prior to the purchase of such Units. Cash distributed to a Member in excess of the adjusted tax basis of such Member’s Units is generally taxable as capital gain. If the Fund purchases all of a Member’s Units, the Member may recognize a loss, but only to the extent that the amount of consideration received from the Fund is less than the Member’s then adjusted tax basis in such Member’s Units.

The Offer is not being made to, nor will tenders be accepted from, Members in any jurisdiction in which the Offer or its acceptance would not comply with the securities or other laws of such jurisdiction. The Fund is not aware of any jurisdiction in which the Offer or tenders pursuant thereto would not be in compliance with the laws of such jurisdiction. However, the Fund reserves the right to exclude Members from the Offer in any jurisdiction in which it is asserted that the Offer cannot lawfully be made. The Fund believes such exclusion is permissible under applicable laws and regulations, provided the Fund makes a good faith effort to comply with any state law deemed applicable to the Offer.

The Fund has filed an Issuer Tender Offer Statement on Schedule TO with the Securities and Exchange Commission, which includes certain information relating to this Offer. A free copy of such statement may be obtained by contacting the Fund at the address and telephone number set out on page 2 hereof or from the Securities and Exchange Commission’s internet web site, http://www.sec.gov. A copy may be inspected and copied at, and for a fee, may be obtained by mail from, the public reference office of the Securities and Exchange Commission at 450 Fifth Street, N.W., Washington, DC 20549.


SUMMARY TERM SHEET		1

1.	BACKGROUND AND PURPOSE OF THE OFFER	2
2.	OFFER TO PURCHASE AND PRICE	3
3.	AMOUNT OF TENDER	3
4.	PROCEDURE FOR TENDERS	4
5.	WITHDRAWAL RIGHTS	4
6.	PURCHASES AND PAYMENTS	4
7.	CERTAIN CONDITIONS OF THE OFFER	5
8.	CERTAIN INFORMATION ABOUT THE FUND	6
9.	CERTAIN FEDERAL INCOME TAX CONSEQUENCES	6
10.	MISCELLANEOUS	7