Transaction Valuation:
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$24,000,000 (approximately 5% of 1/31 NAV) (a)
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Amount of Filing Fee:
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$2,416.80 (b)
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(a)
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Calculated as the aggregate maximum value of Units being purchased.
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(b)
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Calculated at $100.70 per $1,000,000 of the Transaction Valuation.
|
[ ] | Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
Amount Previously Paid:
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|
Form or Registration No.:
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Filing Party:
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Date Filed:
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[ ] | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
[ ] | third-party tender offer subject to Rule 14d-1. |
[X] | issuer tender offer subject to Rule 13e-4. |
[ ] | going-private transaction subject to Rule 13e-3. |
ITEM 1. | SUMMARY TERM SHEET. |
· | Partners Group Private Equity (TEI), LLC (the “Fund”) is offering to purchase Units (as defined below) in the Fund (the “Offer”) in an amount up to approximately 5.00% of the net assets of the Fund (or $24,000,000 as of January 31, 2016) from members of the Fund (the “Members”) at their net asset value (that is, the value of the Fund’s total assets minus its total liabilities, including accrued fees and expenses, multiplied by the proportionate interest in the Fund a Member desires to tender, after giving effect to all allocations, including any incentive allocation) calculated as of the Valuation Date (as defined below), less any Repurchase Fee (as defined below) due to the Fund in connection with the repurchase. As used in this Schedule TO, the term “Unit” or “Units” refers to the limited liability company units in the Fund or fractions thereof that constitute the class, including fractions of Units, of security that is the subject of the Offer, and includes all or some of a Member’s Units as the context requires. Members that desire to tender Units for purchase must do so by 11:59 p.m., Eastern Time on April 27, 2016 (the “Initial Notice Due Date”), subject to any extension of the Offer made in the absolute discretion of the Fund’s Board of Managers. The later of the Initial Notice Due Date or the latest time and date that the Fund designates as the deadline and expiration date for Members to tender Units for purchase is called the “Notice Due Date,” and is the date upon which the Offer expires. The net asset value of Units will be calculated for this purpose as of June 30, 2016, or at a later date determined by the Fund if the Offer is extended (in each case, the “Valuation Date”). |
· | The Fund reserves the right to adjust the Valuation Date to correspond with any extension of the Offer. The Fund will review the net asset value calculation of the Units during the Fund’s audit for the fiscal year ending on or after the Valuation Date, which the Fund expects will be completed within 60 days of the fiscal year-end, and that net asset value will be used to determine the final amount paid for tendered Units. Since the Fund’s fiscal year end is March 31, 2017, the Fund expects that the audit will be completed by the end of May 2017. |
· | A Member may tender all its Units or some of its Units. If a Member tenders some of its Units in an amount that would cause the Member’s remaining Units to have a NAV of less than $25,000, Board of Managers reserves the right to reduce the amount to be repurchased from the Member so that the required minimum capital account balance is maintained or to repurchase the remainder of the Member’s Units in the Fund. See Item 4(a)(1)(ii). |
· | A Member who tenders Units prior to holding such Units for 12 consecutive months may be subject to a “Repurchase Fee” payable to the Fund equal to 2.00% of the amount requested to be purchased, to be netted against withdrawal proceeds. |
· | Units will be repurchased on a “first in-first out” basis (i.e., the portion of the Units repurchased will be deemed to have been taken from the earliest capital contribution made by such Member (adjusted for subsequent appreciation and depreciation) until that capital contribution is decreased to zero, and then from each subsequent capital contribution made by such Member (as adjusted) until such capital contribution is decreased to zero). |
· | If a Member tenders its Units and the Fund purchases those Units, the Fund will issue the Member a non-interest bearing, non-transferable promissory note (the “Note”) entitling the Member to receive an amount equal to the unaudited net asset value of the Units tendered (valued in accordance with the Fund’s Limited Liability Company Agreement dated as of February 18, 2010 (as it may be amended, modified or otherwise supplemented from time to time, the “LLC Agreement”)) determined as of the Valuation Date. |
· | The Note will entitle the Member to receive an initial payment in cash (valued according to the LLC Agreement) equal to at least 95% of the unaudited value of the Units tendered by the Member that is accepted for purchase by the Fund (the “Initial Payment”). The Initial Payment will be made on or before the fifteenth business day after July 1, 2016, or a later date determined by the Fund if the Offer is extended (in each case, the “Repurchase Date”), provided that if the Fund has requested the repurchase of all or a portion of its Master Fund Interest in order to satisfy the Initial Payment, the Initial Payment may be postponed until ten business days after the Fund has received at least 95% of the aggregate amount so requested to be repurchased by the Fund from the Master Fund. |
· | The Note will also entitle the Member to receive a contingent payment (the “Post‑Audit Payment”) equal to the excess, if any, of (1) the aggregate value of the repurchased Units as of the Valuation Date (as it may be adjusted based upon the next annual audit of the Fund’s financial statements), less any Repurchase Fee due to the Fund in connection with the repurchase, over (2) the Initial Payment. The Post-Audit Payment will be payable promptly after the completion of the Fund’s next annual audit. Final adjustments of payments in connection with the repurchased Units generally will be made promptly after the completion of the annual audit of the Fund. Proceeds of the Initial Payment and the Post-Audit Payment, if applicable, will be wire-transferred directly to an account designated by the Member. The Note will be held by State Street Bank and Trust Company on the Member’s behalf. Upon a written request by a Member to State Street Bank and Trust Company, State Street Bank and Trust Company will mail the Note to the Member at the address of the Member as maintained in the books and records of the Fund. See Item 4(a)(1)(ii). |
· | The Offer is being made to all Members of the Fund and is not conditioned on any minimum number of Units being tendered. If the Fund accepts the tender of the Member’s Units, the Fund will make payment for Units it purchases from one or more of the following sources: cash on hand, proceeds from the sale of a portion of the Fund’s interest in the Partners Group Private Equity (Master Fund), LLC (via Partners Group Private Equity (Offshore), LDC) (“Interest”), or borrowings. The purchase amount will be paid entirely in cash, less any Repurchase Fee due to the Fund in connection with the repurchase. See Item 4(a)(1)(ii). |
· | Members that desire to tender Units for purchase must do so by 11:59 p.m., Eastern Time, on April 27, 2016 (or if the Offer is extended, by any later Notice Due Date), at which time the Offer is scheduled to expire. Until the Notice Due Date, Members have the right to withdraw any tenders of their Units. Units withdrawn may be re-tendered, however, provided that such tenders are made before the Notice Due Date by following the tender procedures described herein. If the Fund has not yet accepted a Member’s tender of Units on or prior to May 25, 2016 (i.e., the date 40 business days from the commencement of the Offer), a Member will also have the right to withdraw its tender of its Units after such date. See Item 4(a)(1)(vi). |
· | If a Member that is not a client of Merrill Lynch, Pierce, Fenner & Smith, Incorporated (“Merrill Lynch”) would like the Fund to purchase all or some of its Units, it should complete, sign and either (i) mail or otherwise deliver a Letter of Transmittal to State Street Bank and Trust Company, Attention: Partners Group Private Equity (TEI), LLC, 1 Heritage Drive, Mailstop OHD0100, North Quincy, MA 02171; or (ii) fax it to State Street Bank and Trust Company at (617) 937-3051, Attention: Partners Group Private Equity (TEI), LLC, so that it is received before 11:59 p.m., Eastern Time, on April 27, 2016. If a Member that is a client of Merrill Lynch would like the Fund to purchase some or all of its Units, it should contact Merrill Lynch, who will enter the order and send the Member a customized tender offer form for its account. The member should complete, sign and either (i) mail or otherwise deliver the tender offer form to Merrill Lynch, Pierce, Fenner & Smith Incorporated, Attention: Sheldon Chang, 4 World Financial Center, 6th Floor, New York, New York 10086-6186; or (ii) fax it to Merrill Lynch at (646) 736-0847, Attention: Sheldon Chang, so that it is received before 11:59 p.m., Eastern Time, on April 27, 2016. See Item 4(a)(1)(vii). The value of the Units may change between January 31, 2016 (the last time prior to the date of this filing as of which net asset value was calculated) and the Valuation Date, the date as of which the value of the Units being purchased will be determined. See Item 2(b). Members desiring to obtain the estimated net asset value of their Units, which the Fund will calculate from time to time based upon the information the Fund receives from the portfolio managers of the investment funds in which it invests, may contact State Street Bank and Trust Company at (888) 977-9790 or at the address listed on the first page of the Letter of Transmittal, Monday through Friday, except holidays, during normal business hours of 9:00 a.m. to 5:00 p.m. (Eastern Time). |
ITEM 2. | ISSUER INFORMATION. |
ITEM 3. | IDENTITY AND BACKGROUND OF FILING PERSON. |
ITEM 4. | TERMS OF THE TENDER OFFER. |
ITEM 5. | PAST CONTRACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS. |
ITEM 6. | PURPOSES OF THIS TENDER OFFER AND PLANS OR PROPOSALS. |
ITEM 7. | SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. |
ITEM 8. | INTEREST IN SECURITIES OF THE ISSUER. |
ITEM 9. | PERSONS/ASSETS RETAINED, EMPLOYED, COMPENSATED OR USED. |
ITEM 10. | FINANCIAL STATEMENTS. |
ITEM 11. | ADDITIONAL INFORMATION. |
(a)
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(1) None.
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ITEM 12. | EXHIBITS. |
A. | Cover Letter to Offer to Purchase and Letter of Transmittal. |
B. | Offer to Purchase. |
C. | Form of Letter of Transmittal. |
D. | Form of Notice of Withdrawal of Tender. |
E. | Forms of Letters from the Fund to Members in connection with the Fund’s acceptance of tenders of Units. |
F. | Merrill Lynch Letter to Unitholders. |
PARTNERS GROUP PRIVATE EQUITY (TEI), LLC
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By:
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/s/ Robert M. Collins | ||
Name: Robert M. Collins
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Title: President
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A | Cover Letter to Offer to Purchase and Letter of Transmittal. |
B | Offer to Purchase. |
C | Form of Letter of Transmittal. |
D | Form of Notice of Withdrawal of Tender. |
E | Forms of Letters from the Fund to Members in connection with the Fund’s acceptance of tenders of Units. |
F | Merrill Lynch Letter to Unitholders. |
1.
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Summary Term Sheet
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1
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2.
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Background and Purpose of the Offer
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2
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3.
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Offer to Purchase and Price
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3
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4.
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Amount of Tender
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3
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5.
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Procedure for Tenders
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4
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6.
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Withdrawal Rights
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5
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7.
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Purchases and Payment
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5
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8.
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Certain Conditions of the Offer
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6
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9.
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Certain Information about the Fund
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6
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10.
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Certain Federal Income Tax Consequences
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7
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11.
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Miscellaneous
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7
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1.
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SUMMARY TERM SHEET
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· | The Fund (referred to as “we”, “us” or the “Fund” in this Summary Term Sheet) is offering to purchase Units in an amount up to approximately 5.00% of the net assets of the Fund (or $24,000,000 as of January 31, 2016). We will purchase your Units at their net asset value (that is, the value of the Fund’s total assets minus its total liabilities, including accrued fees and expenses, multiplied by the proportionate number of Units in the Fund you desire to tender, after giving effect to all allocations, including any incentive allocation) calculated as of the Valuation Date, less any Repurchase Fee (defined below) due to the Fund in connection with the repurchase. The net asset value of Units will be calculated for this purpose as of June 30, 2016 or, if the Offer is extended, as of any later Valuation Date. The Offer will remain open until 11:59 p.m., Eastern Time, on April 27, 2016 (or if the Offer is extended, until any later Notice Due Date), at which time the Offer is scheduled to expire. |
· | The Fund reserves the right to adjust the Valuation Date to correspond with any extension of the Offer. The Fund will review the net asset value calculation of the Units during the Fund’s audit for the fiscal year ending on March 31, 2017, which the Fund expects will be completed within 60 days of the fiscal year-end, and that net asset value will be used to determine the final amount paid for tendered Units. Because the Fund’s current fiscal year will end on March 31, 2017, the Fund expects that the audit will be completed by the end of May 2017. |
· | A Member may tender all or some of its Units. If a Member tenders some of its Units in an amount that would cause the Member’s remaining Units to have a net asset value of less than $25,000, the Board of Managers reserves the right to reduce the amount to be repurchased from the Member so that the required minimum account balance is maintained or to repurchase the remainder of the Member’s Units in the Fund. See Section 4. |
· | A Member who tenders Units prior to holding such Units for 12 consecutive months may be subject to a “Repurchase Fee” payable to the Fund equal to 2.00% of the amount requested to be purchased, to be netted against withdrawal proceeds. |
· | If you tender your Units and we purchase those Units, we will issue you a non-interest bearing, non-transferable promissory note (the “Note”) entitling you to an amount equal to the net asset value of the Units tendered (valued in accordance with the LLC Agreement) determined as of June 30, 2016 (or if the Offer is extended, the net asset value determined on the Valuation Date), less any Repurchase Fee due to the Fund in connection with the repurchase. |
· | The Note will entitle you to an initial payment in cash (valued according to the LLC Agreement) equal to at least 95% of the unaudited value of the Units, less any Repurchase Fee due to the Fund in connection with the repurchase (the “Initial Payment”). The Fund may take up to 15 business days after the Repurchase Date to make the Initial Payment, provided that if the Fund has requested the repurchase of all or a portion of its Master Fund Interest in order to satisfy the Initial Payment, the Initial Payment may be postponed until ten business days after the Fund has received at least 95% of the aggregate amount so requested to be repurchased by the Fund from the Master Fund. |
· | The Note will also entitle the tendering Member to receive a contingent payment (the “Post‑Audit Payment”) equal to the excess, if any, of (1) the aggregate value of the repurchased Units as of the Valuation Date (as it may be adjusted based upon the next annual audit of the Fund’s financial statements), over (2) the Initial Payment. The Post‑Audit Payment will be payable promptly after the completion of the Fund’s next annual audit. The Note will be held by State Street Bank and Trust Company on your behalf. Upon a written request by you to State Street Bank and Trust Company, State Street Bank and Trust Company will mail the Note to you at the address for you as maintained in the books and records of the Fund. See Section 7. |
· | If we accept the tender of your Units, we will pay you the proceeds from one or more of the following sources: cash on hand, proceeds from the sale of a portion of the Fund’s Interest in the Master Fund (via the Offshore Fund) or borrowings. The purchase amount will be paid entirely in cash. See Section 7. |
· | If you desire to tender Units for purchase, you must do so by 11:59 p.m., Eastern Time, on April 27, 2016 (or if the Offer is extended, by any later Notice Due Date), at which time the Offer is scheduled to expire. Until that time, you have the right to change your mind and withdraw any tenders of your Units. Units withdrawn may be re‑tendered, however, provided that such tenders are made before the Notice Due Date by following the tender procedures described herein. If the Fund has not yet accepted your tender of Units on or prior to May 25, 2016 (i.e., the date 40 business days from the commencement of the Offer), you will also have the right to withdraw the tender of your Units after such date. See Section 6. |
· | If you would like us to purchase your Units, you should complete, sign and either (i) mail or otherwise deliver the Letter of Transmittal, enclosed with the Offer, to State Street Bank and Trust Company, Attention: Partners Group Private Equity (TEI), LLC, at 1 Heritage Drive, Mailstop OHD0100, North Quincy, MA 02171; or (ii) fax it to State Street Bank and Trust Company at (617) 937-3051, so that it is received before 11:59 p.m., Eastern Time, on April 27, 2016. See Section 5. The value of your Units may change between January 31, 2016 (the last time net asset value was calculated) and the Valuation Date when the value of the Units being purchased will be determined. See Section 3. |
· | As of January 31, 2016, the net asset value of the Fund was $478,352,688. If you would like to obtain the estimated net asset value of your Units, which we calculate from time to time, based upon the information we receive from the managers of the investment funds in which we invest, you may contact State Street Bank and Trust Company at (888) 977-9790 or at the address listed on the cover page of the Letter of Transmittal, Monday through Friday, except holidays, during normal business hours of 9:00 a.m. to 5:00 p.m. (Eastern Time). See Section 3. |
2.
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BACKGROUND AND PURPOSE OF THE OFFER.
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3.
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OFFER TO PURCHASE AND PRICE.
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4.
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AMOUNT OF TENDER.
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5.
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PROCEDURE FOR TENDERS.
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6.
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WITHDRAWAL RIGHTS.
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7.
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PURCHASES AND PAYMENT.
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8.
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CERTAIN CONDITIONS OF THE OFFER.
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9.
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CERTAIN INFORMATION ABOUT THE FUND.
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10.
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CERTAIN FEDERAL INCOME TAX CONSEQUENCES.
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11.
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MISCELLANEOUS.
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PLEASE FAX OR MAIL TO:
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STATE STREET BANK AND TRUST COMPANY
ATTENTION: PARTNERS GROUP PRIVATE EQUITY (TEI), LLC
1 Heritage Drive, Mailstop OHD0100
North Quincy, MA 02171
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FOR ADDITIONAL INFORMATION:
PHONE: (888) 977-9790
FAX: (617) 937-3051
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Partners Group Account #:
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Full Account Registration Line 1:
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Full Account Registration Line 2:
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Telephone Number:
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Advisor Firm Name:
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Advisor Rep Name
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Advisor Telephone Number:
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FOR CUSTODIAL ACCOUNTS ONLY (IRA, 401k, ETC.)
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Custodial Account #:
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Custodian Name:
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Custodian Address:
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Custodian City, State, Zip:
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Custodian Telephone Number:
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Bank Name:
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ABA Routing Number:
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For Credit to:
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Name(s) on Bank Account:
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Bank Account Number:
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For Further Credit to:
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Name(s) on Investors Account:
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Investor Account Number at Broker:
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Signature
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Print Name of Authorized Signatory (and Title if applicable)
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Date |
Signature
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Print Name of Authorized Signatory (and Title if applicable)
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Date |
Signature
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Print Name of Authorized Signatory (and Title if applicable)
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Date |
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[ ]
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All of the undersigned’s entire limited liability company units.
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[ ]
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A portion of the undersigned’s limited liability company units expressed as a specific dollar value or number of units
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FOR INDIVIDUAL INVESTORS
AND JOINT TENANTS: |
FOR OTHER INVESTORS:
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Signature
(SIGNATURE OF OWNER(S) EXACTLY AS APPEARED ON SUBSCRIPTION AGREEMENT) |
Print Name of Investor
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Print Name of Investor
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Signature
(SIGNATURE OF OWNER(S) EXACTLY AS APPEARED ON SUBSCRIPTION AGREEMENT) |
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Joint Tenant Signature if necessary (SIGNATURE OF OWNER(S) EXACTLY AS APPEARED ON SUBSCRIPTION AGREEMENT)
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Print Name of Signatory and Title
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Print Name of Joint Tenant
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Co-signatory if necessary (SIGNATURE OF OWNER(S) EXACTLY AS APPEARED ON SUBSCRIPTION AGREEMENT)
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Print Name and Title of Co-signatory
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Date:
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1.
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Summary Term Sheet
|
1
|
2.
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Background and Purpose of the Offer
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2
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3.
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Offer to Purchase and Price
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3
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4.
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Amount of Tender
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4
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5.
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Procedure for Tenders
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4
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6.
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Withdrawal Rights
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4
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7.
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Purchases and Payment
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5
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8.
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Certain Conditions of the Offer
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6
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9.
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Certain Information about the Fund
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6
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10.
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Certain Federal Income Tax Consequences
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7
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11.
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Miscellaneous
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7
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1.
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SUMMARY TERM SHEET
|
· | The Fund (referred to as “we”, “us” or the “Fund” in this Summary Term Sheet) is offering to purchase Units in an amount up to approximately 5.00% of the net assets of the Fund (or $24,000,000 as of January 31, 2016). We will purchase your Units at their net asset value (that is, the value of the Fund’s total assets minus its total liabilities, including accrued fees and expenses, multiplied by the proportionate number of Units in the Fund you desire to tender, after giving effect to all allocations, including any incentive allocation) calculated as of the Valuation Date, less any Repurchase Fee (defined below) due to the Fund in connection with the repurchase. The net asset value of Units will be calculated for this purpose as of June 30, 2016 or, if the Offer is extended, as of any later Valuation Date. The Offer will remain open until 11:59 p.m., Eastern Time, on April 26, 2016 (or if the Offer is extended, until any later Notice Due Date), at which time the Offer is scheduled to expire. |
· | The Fund reserves the right to adjust the Valuation Date to correspond with any extension of the Offer. The Fund will review the net asset value calculation of the Units during the Fund’s audit for the fiscal year ending on March 31, 2017, which the Fund expects will be completed within 60 days of the fiscal year-end, and that net asset value will be used to determine the final amount paid for tendered Units. Because the Fund’s current fiscal year will end on March 31, 2017, the Fund expects that the audit will be completed by the end of May 2017. |
· | A Member may tender all or some of its Units. If a Member tenders some of its Units in an amount that would cause the Member’s remaining Units to have a net asset value of less than $25,000, the Board of Managers reserves the right to reduce the amount to be repurchased from the Member so that the required minimum account balance is maintained or to repurchase the remainder of the Member’s Units in the Fund. See Section 4. |
· | A Member who tenders Units prior to holding such Units for 12 consecutive months may be subject to a “Repurchase Fee” payable to the Fund equal to 2.00% of the amount requested to be purchased, to be netted against withdrawal proceeds. |
· | If you tender your Units and we purchase those Units, we will issue you a non-interest bearing, non-transferable promissory note (the “Note”) entitling you to an amount equal to the net asset value of the Units tendered (valued in accordance with the LLC Agreement) determined as of June 30, 2016 (or if the Offer is extended, the net asset value determined on the Valuation Date), less any Repurchase Fee due to the Fund in connection with the repurchase. |
· | The Note will entitle you to an initial payment in cash (valued according to the LLC Agreement) equal to at least 95% of the unaudited value of the Units, less any Repurchase Fee due to the Fund in connection with the repurchase (the “Initial Payment”). The Initial Payment will be made on or before the fifteenth business day after July 1, 2016, or a later date determined by the Fund if the Offer is extended (in each case, the “Repurchase Date”), provided that if the Fund has requested the repurchase of all or a portion of its Master Fund Interest in order to satisfy the Initial Payment, the Initial Payment may be postponed until ten business days after the Fund has received at least 95% of the aggregate amount so requested to be repurchased by the Fund from the Master Fund. |
· | The Note will also entitle the tendering Member to receive a contingent payment (the “Post‑Audit Payment”) equal to the excess, if any, of (1) the aggregate value of the repurchased Units as of the Valuation Date (as it may be adjusted based upon the next annual audit of the Fund’s financial statements), over (2) the Initial Payment. The Post‑Audit Payment will be payable promptly after the completion of the Fund’s next annual audit. The Note will be held by State Street Bank and Trust Company on your behalf. Upon a written request by you to State Street Bank and Trust Company, State Street Bank and Trust Company will mail the Note to you at the address for you as maintained in the books and records of the Fund. See Section 7. |
· | If we accept the tender of your Units, we will pay you the proceeds from one or more of the following sources: cash on hand, proceeds from the sale of a portion of the Fund’s Interest in the Master Fund (via the Offshore Fund) or borrowings. The purchase amount will be paid entirely in cash. See Section 7. |
· | If you desire to tender Units for purchase, you must do so by 11:59 p.m., Eastern Time, on April 26, 2016 (or if the Offer is extended, by any later Notice Due Date), at which time the Offer is scheduled to expire. Until that time, you have the right to change your mind and withdraw any tenders of your Units. Units withdrawn may be re‑tendered, however, provided that such tenders are made before the Notice Due Date by following the tender procedures described herein. If the Fund has not yet accepted your tender of Units on or prior to May 24, 2016 (i.e., the date 40 business days from the commencement of the Offer), you will also have the right to withdraw the tender of your Units after such date. See Section 6. |
· | If you would like us to purchase your Units, you should contact your FA who will enter your order and provide you with a customized Tender Offer Form for your account. Contained in this Offer kit is a sample Tender Offer Form which is for your reference only. The Tender Offer Form generated for your account will need to be signed and returned to your FA in good order. Upon receiving signed documentation, your FA will submit the form for processing. Your FA must submit the form before 11:59 p.m., Eastern Time, on April 26, 2016. See Section 5. The value of your Units may change between January 31, 2016 (the last time net asset value was calculated) and the Valuation Date when the value of the Units being purchased will be determined. See Section 3. |
· | As of January 31, 2016, the net asset value of the Fund was $478,352,688. If you would like to obtain the estimated net asset value of your Units, which we calculate from time to time, based upon the information we receive from the managers of the investment funds in which we invest, you may contact State Street Bank and Trust Company at (888) 977-9790 or at the address listed on the cover page of the Letter of Transmittal, Monday through Friday, except holidays, during normal business hours of 9:00 a.m. to 5:00 p.m. (Eastern Time). See Section 3. |
2.
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BACKGROUND AND PURPOSE OF THE OFFER.
|
3.
|
OFFER TO PURCHASE AND PRICE.
|
4.
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AMOUNT OF TENDER.
|
5.
|
PROCEDURE FOR TENDERS.
|
6.
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WITHDRAWAL RIGHTS.
|
7.
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PURCHASES AND PAYMENT.
|
8.
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CERTAIN CONDITIONS OF THE OFFER.
|
9.
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CERTAIN INFORMATION ABOUT THE FUND.
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10.
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CERTAIN FEDERAL INCOME TAX CONSEQUENCES.
|
11.
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MISCELLANEOUS.
|
[ ]
|
All of the undersigned’s entire limited liability company units.
|
[ ]
|
A portion of the undersigned’s limited liability company units expressed as a number of units
|
FOR INDIVIDUAL INVESTORS
AND JOINT TENANTS: |
FOR OTHER INVESTORS:
|
||
Signature
(SIGNATURE OF OWNER(S) EXACTLY AS APPEARED ON SUBSCRIPTION AGREEMENT) |
Print Name of Investor
|
||
Print Name of Investor
|
Signature
(SIGNATURE OF OWNER(S) EXACTLY AS APPEARED ON SUBSCRIPTION AGREEMENT) |
||
Joint Tenant Signature if necessary (SIGNATURE OF OWNER(S) EXACTLY AS APPEARED ON SUBSCRIPTION AGREEMENT)
|
Print Name of Signatory and Title
|
||
Print Name of Joint Tenant
|
Co-signatory if necessary (SIGNATURE OF OWNER(S) EXACTLY AS APPEARED ON SUBSCRIPTION AGREEMENT)
|
||
Print Name and Title of Co-signatory
|
|||
Date:
|
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