Exhibit (a)(1)(ii)
PRIVATE ADVISORS ALTERNATIVE STRATEGIES
MASTER FUND
51 Madison Avenue
New York, NY 10010
OFFER TO PURCHASE UP TO 13,194
SHARES OF BENEFICIAL INTEREST
SUMMARY TERM SHEET
THIS SUMMARY HIGHLIGHTS CERTAIN INFORMATION
IN THE OFFER TO PURCHASE. TO UNDERSTAND THE OFFER FULLY AND FOR A MORE COMPLETE DESCRIPTION OF THE TERMS OF THE OFFER, YOU SHOULD
CAREFULLY READ THIS ENTIRE OFFER TO PURCHASE AND THE RELATED LETTER OF TRANSMITTAL FOR THE PRIVATE ADVISORS ALTERNATIVE STRATEGIES
MASTER FUND. WE HAVE INCLUDED SECTION REFERENCES TO THE OFFER TO PURCHASE TO DIRECT YOU TO A MORE COMPLETE DESCRIPTION OF THE TOPICS
IN THIS SUMMARY.
The table below sets forth a number
of important dates related to this tender offer. Please refer to this table as you read this document. Capitalized terms
used, but not defined, in this table have the meanings given to them later in the Offer to Purchase.
| Date |
|
Name of Date |
|
Definition |
| |
|
|
|
|
| October 31, 2014* |
|
Prior NAV Calculation
Date |
|
The last date before the commencement date for this Offer for which the Fund completed the calculation of its net asset value. |
| |
|
|
|
|
|
November 3, 2014 &
December 1, 2014 |
|
Prior Two Admission
Dates |
|
The last two dates before the commencement date for this Offer as of which Shares were sold. |
| |
|
|
|
|
| December 16, 2014 |
|
Commencement Date |
|
The date as of which the Offer commenced. |
| |
|
|
|
|
|
January 16, 2015**,
11:59 p.m., Eastern Time |
|
Initial Expiration Date |
|
The date and time by which each Shareholder desiring to tender Shares for repurchase must provide proper notice to the Fund, and the date and time upon which Shareholders’ rights to withdraw tendered Shares expire. |
| |
|
|
|
|
|
January 16, 2015**,
11:59 p.m., Eastern Time |
|
Expiration Date |
|
The later to occur of the Initial Expiration Date and the latest date (if any) subsequently designated by the Fund, in any properly authorized extension of the Offer, by which Shareholders may tender their Shares; also the date and time upon which Shareholders’ rights to withdraw tendered Shares expire. |
| |
|
|
|
|
| February 13, 2015** |
|
Acceptance Deadline |
|
Date by which the Fund must accept your Shares for payment, if not accepted earlier. |
| |
|
|
|
|
| March 31, 2015** |
|
Valuation Date |
|
Date as of which the net asset value of Shares is calculated for purposes of determining the proceeds due to Shareholders whose Shares have been accepted for repurchase |
| Date |
|
Name of Date |
|
Definition |
| |
|
|
|
|
| May 15, 2015 *** |
|
Anticipated Initial
Payment Date |
|
The last date by which approximately 90% of the amount required to be paid under the Repurchase Instrument received in this Offer is generally expected to be paid. |
| |
|
|
|
|
| March 31, 2015 |
|
Fiscal Year-End Date |
|
The last day of the fiscal year during which the Valuation Date occurs; any balance due under the Repurchase Instrument received in this Offer is due promptly after the completion of the Fund’s annual audit for this fiscal year. |
| |
|
|
|
|
| May 31, 2015*** |
|
Anticipated Secondary
Payment Date |
|
On or about the date by which the balance due under the Repurchase Instrument received in this Offer is generally expected to be paid. |
| * |
The value of your Shares will likely change between the time the Fund’s net asset value was most recently calculated (October 31, 2014) and the Valuation Date (March 31, 2015). The Fund calculates its net asset value as of the close of business on the last Business Day of each calendar month, and at such other times as the Board may determine, including in connection with repurchases of Shares. Shareholders desiring to obtain the Fund’s most recently calculated net asset value may contact the Fund at (888) 207-6176. |
| |
|
| ** |
Subject to change in the event that the Fund properly authorizes an extension of time during which the Offer is pending. |
| |
|
| *** |
Subject to change in the event that the Fund properly authorizes an extension of time during which the Offer is pending. In the event of such extension, Shareholders will be notified in writing by the Fund. The Initial Payment Date will be the later of (i) any Business Day that is within 45 days after the Valuation Date, or (ii) if the Fund has requested withdrawals of its capital from any Hedge Funds in order to fund the repurchase of Shares, within ten Business Days after the Fund has received at least 90% of the aggregate amount withdrawn from the Hedge Funds. The Board, in its sole discretion, may hold back any amount due in respect of the Repurchase Instrument and make payments in respect of the Repurchase Instrument in any number of installments. The second and final payment in respect of the Repurchase Instrument (‘‘Post-Audit Payment’’) is expected to be the difference, if any, of (i) the value of repurchased Shares, determined as of the Valuation Date and based upon the results of the annual audit of the Fund’s financial statements for which the year in which the Valuation Date occurs, and (ii) the Initial Payment. It is anticipated that the annual audit of the Fund’s financial statements will be completed within 60 days after the end of each fiscal year of the Fund and that the Post Audit Payment will be made promptly after completion of the audit. No interest will be paid on any amounts owed under the Repurchase Instrument. |
| • | WHAT
SECURITIES IS PRIVATE ADVISORS ALTERNATIVE STRATEGIES MASTER FUND OFFERING TO PURCHASE? Private Advisors Alternative Strategies
Master Fund (“Fund”) is offering (“Offer”) to purchase up to 13,194 shares of beneficial interest (“Shares”).
Shares subject to the Offer represent approximately 20% of the net asset value (“NAV”) of the Fund as of October 31,
2014 (approximately $13,491,931). For Shares (or portions thereof) tendered and accepted for repurchase, shareholders of the Fund
(each a “Shareholder and collectively, “Shareholders”) will receive and be bound by the terms of a repurchase
instrument (“Repurchase Instrument”), as set forth in the Fund’s Agreement and Declaration of Trust, as amended
and restated as of April 4, 2012 (“Declaration of Trust”), entitling Shareholders to be paid an amount equal to the
NAV per Shares accepted for repurchase determined as of March 31, 2015 (or a later date determined by the Fund if the Offer is
extended) (in each case, the “Valuation Date”), less any Repurchase Fee (defined below) due to the Fund in connection
with the Offer and subject to the terms thereof. The Fund’s NAV on October 31, 2014, was $1,022.58 per Share. If more than
13,194 Shares are duly tendered to the Fund before the expiration of the Offer and not withdrawn, the Fund will, in its sole discretion,
either (a) accept the additional Shares permitted to be accepted pursuant to Rule 13e-4(f)(1) under the Securities Exchange Act
of 1934, as amended; (b) extend the Offer, if necessary, and increase the number of Shares that the Fund is offering to repurchase
to a number it believes sufficient to accommodate the excess Shares tendered as well as any Shares tendered during the extended
Offer; or (c) accept Shares tendered on or before the Expiration Date for payment on a pro rata basis based on the number
of tendered Shares. In respect of each Shareholder, the Offer is conditioned upon the Shareholder tendering a minimum of $25,000
worth of Shares (or all of such Shareholder’s Shares if less), subject to the ability of the Board of Trustees of the Fund
(“Board”) to permit a Shareholder to tender a lesser amount in its discretion. See Section 2 “Price; Number
of Shares” and Section 6 “Certain Conditions of the Offer.” |
| • | HOW
DO I TENDER MY SHARES? If you wish to tender your Shares and your respective Shares are registered in your name, you may send
a properly completed and executed Letter of Transmittal and any additional documents required by the Letter of Transmittal to
State Street Bank and Trust Company (“Administrator”), the Fund’s administrator. The Administrator must receive
these documents prior to the scheduled expiration of the Offer (currently January 16, 2015 at 11:59 P.M., Eastern Time). See Section
3 “Procedure for Tendering Shares.” |
| • | HOW
MUCH IS THE FUND OFFERING TO PAY ME FOR MY SHARES? The Fund will pay you an amount per Share equal to the Fund’s per
Share as of the Valuation Date. As of October 31, 2014, the Fund’s NAV was $1,022.58 per Share. The Fund reserves the right
to adjust the Valuation Date to correspond with any extension of the Offer. The value of your Shares will likely change between
the time the Fund’s NAV was most recently calculated (October 31, 2014) and the Valuation Date (March 31, 2015). The Fund
calculates its NAV as of the close of business on the last Business Day of each calendar month, and at such other times as the
Board may determine. Shareholders desiring to obtain the Fund’s most recently calculated NAV may contact the Fund at (888)
207-6176. See Section 2 “Price; Number of Shares.” |
| • | HOW
IS THE FUND OFFERING TO PAY ME FOR MY SHARES? Each Shareholder whose Shares (or portion of them) have been accepted for repurchase
will be bound by the terms of the Repurchase Instrument entitling the Shareholder to be paid an amount equal to the NAV of the
Shares accepted for repurchase as of the Valuation Date and subject to the terms thereof. The Repurchase Instrument will be un-certificated,
non-interest bearing, non-transferable and non-negotiable. Although the amounts required to be paid by the Fund under the Repurchase
Instrument will generally be paid in cash, the Fund may under certain limited circumstances pay all or a portion of the amounts
due by an in-kind distribution of securities. The Fund intends to make an in-kind payment only under the limited circumstance
where the Fund receives an in-kind distribution from its investments in private investment funds or “hedge funds”
(collectively, “Hedge Funds”) of transferable securities that the Fund cannot liquidate itself prior to making the
distribution. See Section 2 “Price; Number of Shares” and Section 5 “Payment for Shares.” |
| • | WHAT
IS THE INTENDED SCHEDULE OF PAYMENTS FOR THE REPURCHASE INSTRUMENT? Payment in respect of the Repurchase Instrument will be
made in two or more installments. |
| · | The initial payment in respect of the
Repurchase Instrument (‘‘Initial Payment’’) is expected to consist of approximately 90% of the amount required
to be paid under such Repurchase Instrument. The Initial Payment will be made as of the later of (i) any Business Day that is within
45 days after the Valuation Date for the repurchase, or (ii) if the Fund has requested withdrawals of its capital from any Hedge
Funds in order to fund the repurchase of Shares, within ten Business Days after the Fund has received at least 90% of the aggregate
amount withdrawn from the Hedge Funds. The Board, in its sole discretion, may hold back any amount due in respect of the Repurchase
Instrument and make payments in respect of the Repurchase Instrument in any number of installments. |
| · | The second and final payment in respect
of the Repurchase Instrument (‘‘Post-Audit Payment’’) is expected to be the difference, if any, of (i)
the value of repurchased Shares, determined as of the Valuation Date and based upon the results of the annual audit of the Fund’s
financial statements for which the year in which the Valuation Date occurs, and (ii) the Initial Payment. It is anticipated that
the annual audit of the Fund’s financial statements will be completed within 60 days after the end of each fiscal year of
the Fund and that the Post Audit Payment will be made promptly after completion of the audit. No interest will be paid on any amounts
owed under the Repurchase Instrument. The Fund’s fiscal year in which this tender offer is taking place ends on March 31,
2015. The Repurchase Instrument may be prepaid, without premium, penalty or notice, at any time on or after the Valuation Date.
See Section 5 “Payment for Shares.” |
| • | WILL
I HAVE TO PAY ANY FEES OR COMMISSIONS IF I TENDER MY SHARES? A 5.0% “early repurchase fee” (“Repurchase
Fee”) will be charged to any Shareholder that tenders its Shares to the Fund in connection with the Offer with a valuation
date that is prior to the business day immediately preceding the one-year anniversary of the Shareholder’s purchase of the
respective Shares. A “Business Day” means any day the New York Stock Exchange is open for business. The Repurchase
Fee applies separately to each purchase of Shares made by a Shareholder. The valuation date for the Offer is March 31, 2015. The
purpose of the Repurchase Fee is to reimburse the Fund for the costs incurred in liquidating securities in the Fund’s portfolio
in order to honor the Shareholder’s repurchase request and to discourage short-term investments which are generally disruptive
to the Fund’s investment program. Please note that, because certain of the Shares that are subject to this Offer have been
outstanding for less than 12 months, the sale of Shares pursuant to this offer may be subject to the 5.0% “early repurchase
fee,” which will reduce your proceeds by 5.0%. See Section 2 “Price; Number of Shares” and Section 5 “Payment
for Shares.” |
| • | WILL THERE BE ANY TAX CONSEQUENCES TO ME IF I TENDER
MY SHARES? If your tendered Shares are accepted, it will be a taxable transaction either in the form of a “sale or exchange”
or under certain circumstances as a “dividend.” You should consult your tax advisor regarding the tax consequences
to you of tendering your Shares. See Section 10 “Certain Federal Income Tax Consequences.” |
| • | WHEN
WILL THE OFFER EXPIRE? HOW WILL I KNOW IF THE OFFERING PERIOD IS EXTENDED OR IF THE OFFER IS TERMINATED? The Offer expires
January 16, 2015, at 11:59 p.m., Eastern Time, unless the Fund makes a public announcement either extending or terminating the
Offer. If the Fund extends the Offer period, the Fund’s public announcement will be made no later than 9:00 a.m. on the
next Business Day after the previously scheduled expiration date. See Section 2 “Price; Number of Shares” and Section
11 “Extension of Tender Period; Termination; Amendments.” |
| • | MAY
I WITHDRAW MY TENDERED SHARES? You may withdraw your tendered Shares at any time prior to the Expiration Date, which, unless
extended, is currently January 16, 2015 at 11:59 p.m., Eastern Time. Additionally, if the Fund has not yet accepted your tendered
Shares for payment, you may withdraw your tendered Shares at any time after February 13, 2015. To withdraw your tendered Shares,
you should submit proper written notice to the Fund’s Administrator. See Section 4 “Withdrawal Rights.” |
| • | WHY
IS THE FUND MAKING THE OFFER TO PURCHASE SHARES? Shares are not currently listed on a stock exchange or similar market, and
Shares are subject to substantial restrictions on transferability and resale and may not be transferred. As a result, the Board
decided to provide liquidity for Shareholders by making the Offer. In determining whether the Fund should offer to repurchase
Shares from Shareholders, the Board considered the recommendations of New York Life Investment Management LLC, the Fund’s
investment manager (“New York Life Investments”), and Private Advisors LLC, the Fund’s investment subadvisor
(“Private Advisors” and, together with New York Life Investments, “Advisors”) as to the timing of the
Offer, as well as a variety of operational, business and economic factors. However, the Fund cannot assure you that you will be
provided with sufficient liquidity, or that the Fund will make a similar tender offer in the future. Neither the Fund nor
the Board makes any recommendation as to whether or not you should tender your Shares. See Section 1 “Purpose of
the Offer.” |
| • | WHAT
ARE THE MOST SIGNIFICANT CONDITIONS TO THE OFFER? In respect of each Shareholder, the Offer is conditioned upon a Shareholder
tendering a minimum of $25,000 worth of Shares (or all of such Shareholder’s Shares if less), subject to the ability of
the Board to permit a Shareholder to tender a lesser amount in its discretion. A Shareholder may tender all or some of its Shares.
A Shareholder tendering only a portion of its Shares for repurchase will be required to continue to hold Shares with a value of
at least $25,000 after giving effect to the repurchase, subject to the Board’s ability to permit a Shareholder to continue
to hold Shares in a lesser amount in its discretion. If a Shareholder tenders an amount that would cause the value of its Shares
in the Fund to fall below the required minimum, the Fund reserves the right to (i) reduce the amount to be repurchased from the
Shareholder so the value of the Shareholder’s Shares is above the minimum, or (ii) repurchase all of the Shareholder’s
Shares. Under certain circumstances, the Fund may terminate or amend the Offer or postpone the acceptance of its Shares for payment.
See Section 6 “Certain Conditions of the Offer.” |
| • | IF
I DECIDE NOT TO TENDER MY SHARES, HOW WILL THE OFFER AFFECT MY SHARES? If you do not tender your Shares, you may be subject
to certain risks resulting from the Fund reducing its assets to pay for repurchased Shares. These risks include increased volatility
in the Fund’s NAV, higher expenses, increased illiquidity in the Fund’s portfolio and the potential inability of the
Fund to offer to repurchase Shares in the future. See Section 7 “Certain Effects of the Offer.” |
| • | WHO
SHOULD I CALL IF I NEED MORE INFORMATION? Questions and requests for assistance regarding the Offer may be directed to your
financial advisor or other nominee, or to State Street Bank and Trust Company at the address and telephone number set forth below.
Requests for additional copies of this Offer to Purchase and the applicable Letter of Transmittal should be directed to State
Street Bank and Trust Company: |
State Street Bank and Trust Company
Attn: Transfer Agent,
Private Advisors Alternative Strategies Master Fund
Box 5493
Mail Code CPH0255
Boston, MA 02206
(888) 207-6176
Exhibit (a)(1)(ii)
PRIVATE ADVISORS ALTERNATIVE STRATEGIES
MASTER FUND
51 Madison Avenue
New York, NY 10010
OFFER TO
PURCHASE
13,194 SHARES OF BENEFICIAL INTEREST
THE EXPIRATION
DATE AND THE WITHDRAWAL DEADLINE ARE 11:59 P.M.,
EASTERN TIME, ON JANUARY 16, 2015,
UNLESS EXTENDED.
To the Shareholders of Private Advisors Alternative Strategies
Master Fund:
Private Advisors Alternative Strategies
Master Fund (“Fund”) is offering (“Offer”) to purchase up to 13,194 shares of beneficial interest (“Shares”).
Shares subject to the Offer represent approximately 20% of the net asset value (“NAV”) of the Fund as of October 31,
2014 (approximately $13,491,931). For Shares (or portions thereof) tendered and accepted for repurchase, shareholders of the Fund
(each a “Shareholder and collectively, “Shareholders”) will receive and be bound by the terms of a repurchase
instrument (“Repurchase Instrument”) entitling Shareholders to be paid an amount equal to the NAV per Shares accepted
for repurchase determined as of March 31, 2015 (or a later date determined by the Fund if the Offer is extended) (in each case,
the “Valuation Date”), less any Repurchase Fee (defined below) due to the Fund in connection with the Offer and subject
to the terms thereof. The Fund’s NAV on October 31, 2014, was $1,022.58 per Share.
Each Shareholder whose Shares (or portion
of them) have been accepted for repurchase will be bound by the terms of the Repurchase Instrument, entitling the Shareholder to
be paid an amount equal to the NAV of the Shares accepted for repurchase as of the Valuation Date and subject to the terms thereof.
The Repurchase Instrument will be un-certificated, non-interest bearing, non-transferable and non-negotiable. Although the amounts
required to be paid by the Fund under the Repurchase Instrument will generally be paid in cash, the Fund may under certain limited
circumstances pay all or a portion of the amounts due by an in-kind distribution of securities. A 5.0% “early repurchase
fee” (“Repurchase Fee”) will be charged to any Shareholder that tenders its Shares to the Fund in connection
with the Offer with a valuation date that is prior to the Business Day immediately preceding the one-year anniversary of the Shareholder’s
purchase of the respective Shares. The valuation date for the Offer is March 31, 2015. This Repurchase Fee applies separately to
each purchase of Shares made by a Shareholder. A “Business Day” means any day the New York Stock Exchange is open for
business.
The Offer expires January 16, 2015, at
11:59 p.m., Eastern Time, unless the Offer is extended upon the terms and conditions set forth in this Offer and the related Letter
of Transmittal. If more than 13,194 Shares are duly tendered to the Fund before the expiration of the Offer and not withdrawn the
Fund will, in its sole discretion, either (a) accept the additional Shares permitted to be accepted pursuant to Rule 13e-4(f)(1)
under the Securities Exchange Act of 1934, as amended; (b) extend the Offer, if necessary, and increase the number of Shares that
the Fund is offering to repurchase to a number it believes sufficient to accommodate the excess Shares tendered as well as any
Shares tendered during the extended Offer; or (c) accept Shares tendered on or before the Expiration Date for payment on a pro
rata basis based on the number of tendered Shares. In respect of each Shareholder, the Offer is conditioned upon the Shareholder
tendering a minimum of $25,000 worth of Shares (or all of such Share’s Shares if less), subject to the ability of the Board
of Trustees of the Fund (“Board”) to permit a Shareholder to tender a lesser amount in its discretion.
Shares are not currently listed on a stock
exchange or similar market, and Shares are subject to substantial restrictions on transferability and resale and may not be transferred.
The value of your Shares will likely change between the time the Fund’s NAV was most recently calculated October 31, 2014
and the Valuation Date March 31, 2015. The Fund calculates its NAV as of the close of business on the last Business Day of each
calendar month, and at such other times as the Board may determine. Shareholders desiring to obtain the Fund’s most recently
calculated NAV may contact the Fund, at (888) 207-6176. See Section 2 “Price; Number of Shares.”
New York Life Investment Management LLC,
the Fund’s investment manager (“New York Life Investments”), and Private Advisors LLC, the Fund’s investment
subadvisor (“Private Advisors” and, together with New York Life Investments, “Advisors”) currently expect
that they will generally recommend to the Board offer to repurchase Shares from Shareholders quarterly on the last Business Day
of March, June, September and December. However, the Fund is not required to conduct tender offers and may be less likely to conduct
tenders during periods of exceptional market conditions or when private investment funds or “hedge funds” in which
the Fund invests suspend redemptions. The Fund will not at any time be required to make any such tender offer. The Fund cannot
assure you that you will be provided with sufficient liquidity, or that the Fund will make a similar tender offer in the future.
However, in the event that the Fund does not at least once during any twenty-four consecutive month period beginning after January
1, 2013, offer to repurchase Shares tendered in accordance with such terms and conditions as the Board may determine in its sole
discretion, the Board will be required to call a meeting of Shareholders for the purposes of considering whether to dissolve the
Fund
THE OFFER IS BEING MADE TO ALL SHAREHOLDERS
OF THE FUND AND IS CONDITIONED ON THE TENDER OF A MINIMUM OF $25,000 WORTH OF SHARES FROM EACH TENDERING SHAREHOLDER (OR ALL OF
SUCH SHAREHOLDER’S SHARES IF LESS), SUBJECT TO THE ABILITY OF THE BOARD OF TRUSTEES TO PERMIT A SHAREHOLDER TO TENDER A LESSER
AMOUNT IN ITS DISCRETION.
IMPORTANT
If you desire to tender all or any portion
of your Shares, you should complete and sign the Letter of Transmittal and mail or deliver it and any other required documents
to State Street Bank and Trust Company (“Administrator”), the Fund’s administrator.
NEITHER THE FUND NOR THE BOARD OF TRUSTEES
OF THE FUND MAKES ANY RECOMMENDATION TO ANY SHAREHOLDER AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING SHARES. EACH SHAREHOLDER
MUST MAKE HIS OR HER OWN DECISION WHETHER TO TENDER SHARES, AND IF SO, HOW MANY SHARES TO TENDER.
NO PERSON HAS BEEN AUTHORIZED TO MAKE
ANY RECOMMENDATION ON BEHALF OF THE FUND AS TO WHETHER SHAREHOLDERS SHOULD TENDER SHARES 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
UPON AS HAVING BEEN AUTHORIZED BY THE FUND. THESE TRANSACTIONS HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION PASSED UPON THE FAIRNESS OR MERITS OF SUCH TRANSACTIONS NOR UPON THE
ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED IN THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
Questions and requests for assistance regarding
the Offer may be directed to your financial advisor or other nominee, or to the Administrator at the address and telephone number
set forth below. Requests for additional copies of this Offer to Purchase and the Letter of Transmittal should be directed to the
Administrator:
State Street Bank and Trust Company
Attn: Transfer Agent,
Private Advisors Alternative Strategies Master Fund
Box 5493
Mail Code CPH0255
Boston, MA 02206
(888) 207-6176
TABLE OF CONTENTS
| Section |
Page |
| |
|
|
| 1. |
Purpose of the Offer |
5 |
| 2. |
Price; Number of Shares |
5 |
| 3. |
Procedure for Tendering Shares |
7 |
| 4. |
Withdrawal Rights |
7 |
| 5. |
Payment for Shares |
7 |
| 6. |
Certain Conditions of the Offer |
9 |
| 7. |
Certain Effects of the Offer |
9 |
| 8. |
Source and Amount of Funds |
10 |
| 9. |
Certain Information About the Fund |
10 |
| 10. |
Certain Federal Income Tax Consequences |
11 |
| 11. |
Extension of Tender Period; Termination; Amendments |
12 |
| 12. |
Miscellaneous |
13 |
1. Purpose of the Offer.
Shares of Private Advisors Alternative
Strategies Master Fund (“Fund”) are not listed on a stock exchange or similar market, although the Fund reserves the
right to list its Shares on a stock exchange or similar market in the future. Shares of beneficial interests (“Shares”)
of the Fund are subject to substantial restrictions on transferability and resale and may not be transferred or resold except as
permitted under the Fund’s Agreement and Declaration of Trust, as amended and restated on April 4, 2012 (“Declaration
of Trust”). The Board of Trustees (“Board”) of the Fund has determined that it would be in the best interest
of shareholders for the Fund (“Shareholders”) to provide limited liquidity to Shareholders. In determining whether
the Fund should offer to repurchase Shares from Shareholders, the Board considered the recommendations of New York Life Investment
Management LLC, the Fund’s investment manager (“New York Life Investments”), and Private Advisors LLC, the Fund’s
investment subadvisor (“Private Advisors” and, together with New York Life Investments, “Advisors”) as
to the timing of such an offer, as well as a variety of operational, business and economic factors.
In determining whether to accept the Advisors’
recommendations to repurchase Shares, the Board considered the following factors, among others: (a) whether any Shareholders have
requested to tender Shares to the Fund; (b) the liquidity of the Fund’s assets (including fees and costs associated with
withdrawing from underlying private investment funds or “hedge funds” (collectively, “Hedge Funds”) in
which the Fund invests); (c) the investment plans and working capital and reserve requirements of the Fund; (d) the history of
the Fund in repurchasing Shares; (e) the availability of information as to the value of the Fund’s interests in Hedge Funds;
(f) the conditions of the securities markets and the economy generally, as well as political, national or international developments
or current affairs; (g) any anticipated tax or regulatory consequences to the Fund of any proposed repurchases of Shares; (h) that
in the event that the Fund does not at least once during any twenty four consecutive month period beginning after January 1, 2013,
offer to repurchase Shares tendered in accordance with such terms and conditions as the Board may determine in its sole discretion,
the Board will be required to call a meeting of Shareholders for the purposes of considering whether to dissolve the Fund; and
(i) the recommendations of the Advisors.
The Advisors currently expect that they
will generally recommend to the Board that the Fund offer to repurchase Shares from Shareholders quarterly occurring on the last
Business Day (as defined below) of March, June, September and December. However, the Fund is not required to conduct tender offers
and may be less likely to conduct tenders during periods of exceptional market conditions or when Hedge Funds suspend redemptions.
The Fund will not at any time be required to make any such tender offers. The Fund cannot assure you that you will be provided
with sufficient liquidity, or that the Fund will make a similar tender offer in the future. In the event that the Fund does not
at least once during any twenty-four consecutive month period beginning after January 1, 2013, offer to repurchase Shares tendered
in accordance with such terms and conditions as the Board may determine in its sole discretion, the Board will be required to call
a meeting of Shareholders for the purposes of considering whether to dissolve the Fund. Neither the Fund nor the Board makes
any recommendation as to whether or not you should tender your Shares.
2. Price; Number of Shares.
The Fund will, upon the terms and subject
to the conditions of this Offer to Purchase (“Offer”), repurchase up to 13,194 shares of beneficial interest (“Shares”),
which are tendered and not withdrawn prior to 11:59 p.m., Eastern Time, on January 16, 2015 (such time and date being hereinafter
called the “Initial Expiration Date”), unless it determines to accept none of them. Shares subject to the Offer represent
approximately 20% of the net asset value (“NAV”) of the Fund as of October 31, 2014 (approximately $13,491,931). The
Fund reserves the right to extend the Offer. See Section 11 “Extension of Tender Period; Termination; Amendments.”
The later of the Initial Expiration Date or the latest time and date to which the Offer is extended is hereinafter called the “Expiration
Date.” For Shares (or portions thereof) tendered and accepted for repurchase, shareholders of the Fund (each a “Shareholder
and collectively, “Shareholders”) will receive and be bound by the terms of a repurchase instrument (“Repurchase
Instrument”), entitling the Shareholder to be paid an amount equal to the NAV per Share accepted for repurchase determined
as of March 31, 2015 (or a later date determined by the Fund if the Offer is extended) (in each case, the “Valuation Date”),
less any Repurchase Fee (defined below) due to the Fund in connection with the Offer and subject to the terms thereof. The Fund’s
NAV on October 31, 2014, was $1,022.58 per Share. The purchase price of the Shares will be their NAV per Share as of the Valuation
Date. The Repurchase Instrument will be un-certificated, non-interest bearing, non-transferable and non-negotiable. Although the
amounts required to be paid by the Fund under the Repurchase Instrument will generally be paid in cash, the Fund may under certain
limited circumstances pay all or a portion of the amounts due by an in-kind distribution of securities. The Fund intends to make
an in-kind payment only under the limited circumstance where the Fund receives an in-kind distribution from its investments in
Hedge Funds of transferable securities that the Fund cannot liquidate itself prior to making the distribution. Please note
that the Fund requires that each tendering Shareholder tender a minimum of $25,000 worth of Shares (or all of such Shareholder’s
Shares if less), subject to the Board’s ability to permit a Shareholder to tender a lesser amount in its discretion.
A 5.0% “early repurchase fee”
(“Repurchase Fee”) will be charged to any Shareholder that tenders its Shares to the Fund in connection with the Offer
with a valuation date that is prior to the business day immediately preceding the one-year anniversary of the Shareholder’s
purchase of the respective Shares. The valuation date for the Offer is March 31, 2015. The purpose of the Repurchase Fee is to
reimburse the Fund for the costs incurred in liquidating securities in the Fund’s portfolio in order to honor the Shareholder’s
repurchase request and to discourage short-term investments which are generally disruptive to the Fund’s investment program.
A “Business Day” means any day other the New York Stock Exchange is open for business.
If more than 13,194 Shares are duly tendered
to the Fund before the expiration of the Offer and not withdrawn the Fund will, in its sole discretion, either (a) accept
the additional Shares permitted to be accepted pursuant to Rule 13e-4(f)(1) under the Securities Exchange Act of 1934, as amended
(“Exchange Act”); (b) extend the Offer, if necessary, and increase the number of Shares that the Fund is offering
to repurchase to a number it believes sufficient to accommodate the excess Shares tendered as well as any Shares tendered during
the extended Offer; or (c) accept Shares tendered on or before the Expiration Date for payment on a pro rata basis based on
the number of tendered Shares. As of October 31, 2014, there were approximately 65,970 Shares issued and outstanding and there
were 25 holders of record of Shares. To the Fund’s knowledge, no Trustee, officer or affiliate of the Fund intends to tender
any Shares pursuant to the Offer.
Shares are not currently listed on a stock
exchange or similar market, and Shares are subject to substantial restrictions on transferability and resale and may not be transferred.
The value of your Shares will likely change between the time the Fund’s NAV was most recently calculated (October 31, 2014)
and the Valuation Date (March 31, 2015). The Fund calculates its NAV as of the close of business on the last Business Day of each
calendar month, and at such other times as the Board may determine. Shareholders desiring to obtain the Fund’s most recently
calculated NAV may contact the Fund, at (888) 207-6176.
3. Procedure for Tendering Shares
Shareholders
wishing to tender Shares pursuant to the Offer must complete and execute the Letter of Transmittal and send it to the Fund’s
administrator, State Street Bank and Trust Company (“Administrator”) either by (i) mail at: Attention: Transfer Agent,
Private Advisors Alternative Strategies Master Fund, Box 5493, Mail Code CPH0255, Boston, MA 02206; or (ii) fax to (617) 956-0437
Attention: Private Advisors Alternative Strategies Master Fund, prior to 11:59 p.m., Eastern
Time, on the Expiration Date. The Fund recommends that all documents be submitted by certified mail, return receipt requested,
or by fax. A Shareholder choosing to fax a Letter of Transmittal must also mail the original completed and executed Letter of Transmittal
promptly thereafter.
Shareholders wishing to confirm receipt
of a Letter of Transmittal may contact the Administrator at (888) 207-6176. The method of delivery of any documents is at the election
and complete risk of the Shareholder tendering Shares, 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 its 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 Shares or any particular
Shareholder, 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. None of the Fund, the Board, the
Advisors, or any of their agents is 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.
4. Withdrawal Rights.
Any Shareholder tendering Shares pursuant
to this Offer may withdraw tendered Shares at any time before the Expiration Date or, if the Fund has not yet accepted your tendered
Shares for payment, you may withdraw your tendered Shares at any time after February 13, 2015. To be effective, any notice of withdrawal
must be timely received at the address or fax number shown above. A form to use to give notice of withdrawal is enclosed with the
Offer to Purchase. All questions as to the form and validity (including time of receipt) of notices of withdrawal will be determined
by the Fund, in its sole discretion, and such determination shall be final and binding. Shares properly withdrawn shall not thereafter
be deemed to be tendered for purposes of the Offer. However, withdrawn Shares may be re-tendered prior to the Expiration Date by
following the procedures for tenders described above.
5. Payment for Shares.
For purposes of the Offer, immediately after the Expiration
Date, each Shareholder whose Shares (or portion of them) have been accepted for repurchase will be bound by the terms of the Repurchase
Instrument entitling the Shareholder to be paid an amount equal to the value of the Shares repurchased, determined as of the Valuation
Date for Shares accepted for repurchase and subject to the terms thereof. The Repurchase Instrument will be un-certificated, non-interest
bearing, non-transferable and non-negotiable. A Shareholder who becomes bound by the terms of a Repurchase Instrument (“Payee”)
shall retain all rights, with respect to Shares accepted for repurchase, to inspect the books and records of the Fund and to receive
financial and other reports relating to the Fund until the date upon which the Repurchase Instrument is paid in full. Except as
otherwise provided in the Repurchase Instrument, such Payee shall have no other rights (including, without limitation, any voting
rights) under the Declaration of Trust. For purposes of calculating the value of the Shares to be repurchased as of the Valuation
Date, the amount payable to the Payee will take into account and include all Fund gains, losses and expenses until the Valuation
Date. If the Fund is liquidated or dissolved prior to the original Valuation Date, the Valuation Date shall become the date on
which the Fund is liquidated or dissolved and the value of the Shares accepted for repurchase will be calculated in accordance
with the foregoing sentence.
Payment in respect of the Repurchase Instrument
will be made in two or more installments.
| · | The initial payment in respect of the
Repurchase Instrument (‘‘Initial Payment’’) is expected to consist of approximately 90% of the amount required
to be paid under such Repurchase Instrument. The Initial Payment will be made as of the later of (i) any Business Day that is within
45 days after the Valuation Date for the repurchase, or (ii) if the Fund has requested withdrawals of its capital from any Hedge
Funds in order to fund the repurchase of Shares, within ten Business Days after the Fund has received at least 90% of the aggregate
amount withdrawn from the Hedge Funds. The Board, in its sole discretion, may hold back any amount due in respect of the Repurchase
Instrument and make payments in respect of the Repurchase Instrument in any number of installments. |
| · | The second and final payment in respect
of the Repurchase Instrument (‘‘Post-Audit Payment’’) is expected to be the difference, if any, of (i)
the value of repurchased Shares, determined as of the Valuation Date and based upon the results of the annual audit of the Fund’s
financial statements for which the year in which the Valuation Date occurs, and (ii) the Initial Payment. It is anticipated that
the annual audit of the Fund’s financial statements will be completed within 60 days after the end of each fiscal year of
the Fund and that the Post Audit Payment will be made promptly after completion of the audit. No interest will be paid on any amounts
owed under the Repurchase Instrument. The Fund’s fiscal year in which this tender offer is taking place ends on March 31,
2015. The Repurchase Instrument may be prepaid, without premium, penalty or notice, at any time on or after the Valuation Date. |
Although the amounts required to be paid
by the Fund under the Repurchase Instrument will generally be paid in cash, the Fund may under certain limited circumstances pay
all or a portion of the amounts due by an in-kind distribution of securities. The Fund intends to make an in-kind payment only
under the limited circumstance where the Fund receives an in-kind distribution from its investments in Hedge Funds of transferable
securities that the Fund cannot liquidate itself prior to making the distribution.
Marketable securities may be used to satisfy
an in-kind distribution, which will be valued in accordance with the Fund’s valuation policies and procedures and will be
distributed to all tendering Shareholders on a proportionate basis. If, however, payments are made in kind to a tendering Shareholder,
such Shareholder may incur tax liability and brokerage costs in converting such securities to cash. The Fund does not impose any
charges in connection with repurchases of Shares (except for the Repurchase Fee described above).
If modification of the Fund’s repurchase
procedures as described above is deemed necessary to comply with regulatory requirements or otherwise advisable, the Board will
to the extent practicable adopt revised procedures reasonably designed to provide Shareholders substantially the same liquidity
for Shares as would be available under the procedures described above.
The Fund requires that each tendering Shareholder
tender a minimum of $25,000 worth of Shares (or all of such Shareholder’s Shares if less), subject to the Board’s ability
to permit a Shareholder to tender a lesser amount in its discretion. A Shareholder tendering only a portion of its Shares for repurchase
will be required to continue to hold Shares with a value of at least $25,000 after giving effect to the repurchase, subject to
the Board’s ability to permit a Shareholder to continue to hold Shares in a lesser amount in its discretion. If a Shareholder
tenders an amount that would cause the value of its Shares in the Fund to fall below the required minimum, the Fund reserves the
right to reduce the amount to be repurchased from the Shareholder so the value of the Shareholder’s Shares is above the minimum
or to repurchase all of the Shareholder’s Shares.
6. Certain Conditions of the Offer.
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 Shareholders of such extension.
If the Fund elects to extend the tender period, the Valuation Date may occur after March 31, 2015 and in that case, for purposes
of determining the purchase price for tendered Shares, the NAV of such Shares will be determined approximately one month after
the actual Valuation Date. During any such extension, all Shares 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 and in the event of such cancellation, not to purchase or pay for any Shares tendered pursuant
to the Offer; (b) amend the Offer; or (c) postpone the acceptance of Shares tendered. If the Fund determines to amend the Offer
or to postpone the acceptance of Shares 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 Shareholders.
Please note that just as you have the opportunity
to withdraw shares that you have tendered under certain circumstances, the Fund has the right to cancel, amend or postpone the
Offer at any time before accepting tendered Shares. The Fund may cancel the Offer, amend the Offer or postpone the acceptance of
tenders made pursuant to the Offer if: (a) the Fund would not be able to liquidate portfolio securities in a manner that is orderly
and consistent with the Fund’s investment objectives and strategies in order to purchase Shares tendered pursuant to the
Offer; (b) there is, in the Board’s judgment, any (i) legal action or proceeding instituted or threatened challenging the
Offer or that otherwise would have a material adverse effect on the Fund, (ii) declaration of a banking moratorium by Federal or
state authorities or any suspension of payment by banks in the United States or New York State 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, (vi)
material decrease in the estimated NAV of the Fund from the estimated NAV of the Fund as of the commencement of the Offer, or (vii)
other event or condition that would have a material adverse effect on the Fund or its Shareholders if Shares tendered pursuant
to the Offer were purchased; or (c) the Board determines that it is not in the best interest of the Fund to purchase Shares pursuant
to the Offer. However, 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.
7. Certain Effects of the Offer.
The repurchase of Shares pursuant to the
Offer will have the effect of increasing the proportionate interest in the Fund of Shareholders who do not tender their Shares.
If you retain your Shares, you will be subject to any increased risks that may result from the reduction in the Fund’s aggregate
assets resulting from payment for the Shares, including, for example, the potential for greater volatility in the Fund’s
NAV due to decreased diversification and higher expenses, increased illiquidity in the Fund’s portfolio and the potential
inability of the Fund to offer to repurchase Shares in the future. A reduction in the aggregate assets of the Fund may result in
Shares that do not tender Shares bearing higher costs to the extent that certain expenses borne by the Fund are relatively fixed
and may not decrease if assets decline. Shares that are tendered to the Fund in connection with the Offer and accepted for repurchase
will be retired, although the Fund may issue Shares from time to time in accordance with the Declaration of Trust. The Fund currently
expects that Shares will be offered for purchase on the first Business Day of each month or at such other times as determined in
the discretion of the Board.
There will be a substantial period of time
between the date as of which Shareholders must accept the Fund’s offer to repurchase their Shares (the Expiration Date) and
the date such Shareholders can expect to receive cash payment for their Shares from the Fund. During this period investors will
be subject to the risk that the Fund becomes unable to meet its obligations. Shareholders whose Shares are accepted for repurchase
bear the risk that the Fund’s NAV may fluctuate significantly between the time that they accept the Fund’s offer to
repurchase its Shares (the Expiration Date) and the date as of which such Shares are valued for purposes of such repurchase (the
Valuation Date). Shareholders will have to decide whether to accept the Fund’s offer to repurchase its Shares without the
benefit of having current information regarding the value of the Shares on a date proximate to the Valuation Date – i.e.,
date on which the Shares are valued by the Fund for purposes of effecting such repurchases. The Fund calculates its NAV as of the
close of business on the last Business Day of each calendar month, and at such other times as the Board may determine. Shareholders
desiring to obtain the Fund’s most recently calculated NAV value may contact the Fund at (888) 207-6176. Payment for repurchased
Shares may require the Fund to liquidate its holdings in Hedge Funds earlier than Private Advisors would otherwise have caused
these holdings to be liquidated, potentially resulting in losses, and may increase the Fund’s investment-related expenses.
Liquidation of Hedge Fund holdings to fund repurchases of Shares also may result in the Fund incurring redemption, withdrawal or
similar fees charged by one or more Hedge Funds, which will affect the performance of the Fund. Such liquidations may also cause
the Fund to sell its more liquid investments, which may reduce the ability of the Fund to conduct future tender offers and increase
the illiquidity of the Fund’s portfolio.
Additionally, Shareholders who receive
in-kind payment in respect of their accepted tenders will, after the Valuation Date, remain subject to the risk of fluctuation
of the value of such assets received in-kind and, to the extent such assets are Hedge Funds, to the fees and expenses of each such
Hedge Fund.
8. Source and Amount of Funds.
The price to be paid by the Fund for Shares
tendered in the Offer and accepted for repurchase will equal their NAV as of the Valuation Date less any Repurchase Fee. Based
on the Fund’s NAV on October 31, 2014, the aggregate purchase price if all 13,194. Shares subject to the Offer are tendered
and accepted for payment pursuant to the Offer will be approximately $13,491,931. The actual purchase price may be higher or lower
depending on the Fund’s NAV on the Valuation Date. The Fund anticipates that the repurchase price for any of its Shares acquired
pursuant to the Offer may be derived by the Fund from the following sources: (i) cash on hand, (ii) the proceeds from the sale
of cash equivalents held by the Fund, and/or (iii) the proceeds of sales of portfolio investments (i.e., Hedge Funds) held
by the Fund. There are no material conditions to the financing of the transaction. There are currently no alternative financing
plans or arrangements for the transaction. None of the Fund, the Advisors or the Board or any person controlling the Fund has determined
at this time to borrow funds to purchase Shares tendered and accepted for repurchase in connection with the Offer.
9. Certain Information About
the Fund.
The Fund is organized as a Delaware statutory
trust and is registered as a non-diversified, closed-end management investment company under the Investment Company Act of 1940,
as amended (“1940 Act”). The Fund is a ‘‘master’’ fund within what is known in the investment
company industry as a ‘‘master-feeder’’ structure. Within this structure another non-diversified, closed-end
management investment company, Private Advisors Alternative Strategies Fund, invests substantially all its investable assets in
the Fund. In addition, the Fund accepts investments from other investors, such as, among others, certain financial institutions,
endowments, foundations, government entities or corporations investing on their own behalf. The Fund’s principal office is
located at 51 Madison Avenue, New York, NY 10010.
The Fund does not have any plans or proposals
that relate to or would result in: (a) the acquisition by any person of additional Shares (other than the Fund’s intention
to accept purchases for Shares from time to time in the discretion of the Fund) or the disposition of Shares (except for periodic
discretionary solicitations of tender offers); (b) an extraordinary transaction, such as a merger, reorganization or liquidation,
involving the Fund; (c) any material change in the present distribution policy or indebtedness or capitalization of the Fund; (d)
any change in the identity of the investment manager, subadvisor, members of the Board or in the management of the Fund including,
but not limited to, any plans or proposals to change the number or the term of the members of the Board, to change any material
term of the investment advisory arrangements with the Advisors; (e) a sale or transfer of a material amount of assets of the Fund
(other than as the Board determine may be necessary or appropriate to fund any portion of the purchase price for Shares acquired
pursuant to this Offer to Purchase or in connection with the ordinary portfolio transactions of the Fund); (f) any other material
change in the Fund’s structure or business, including any plans or proposals to make any changes in its fundamental investment
policy for which a vote would be required by Section 13 of the Investment Company Act of 1940, as amended (“1940 Act”);
or (g) any changes in the Fund’s registration statement or other actions that may impede the acquisition of control of the
Fund by any person. In connection with the June 30, 2014 tender offer, NYLIM Holdings submitted a tender request for $2,000,000.
Payment with respect to this tender was made in August 2014. As of October 31, 2014, Richard S. Trutanic, a member of the Board,
held approximately 70.02 Shares of the Fund. Other than subscriptions for Shares in the ordinary course of business, there have
been no other transactions involving the Shares that were effected during the past 60 business days by the Fund, the Advisors,
any member of the Board, by any person controlling the Fund or the Advisors.
10. Certain Federal Income Tax
Consequences.
The following discussion is a general summary
of the Federal income tax consequences of a sale of Shares pursuant to the Offer. You should consult your own tax advisor for a
complete description of the tax consequences to you of a sale of Shares pursuant to the Offer.
The sale of Shares pursuant to the Offer
will be a taxable transaction for Federal income tax purposes, either as a “sale or exchange,” or under certain circumstances,
as a “dividend”. In general, the transaction should be treated as a sale or exchange of a Shareholder’s Shares
under Section 302 of the Internal Revenue Code (“Code”), if the receipt of cash (a) is “substantially disproportionate”
with respect to the Shareholder, (b) results in a “complete redemption” of the Shareholder’s interest, or (c)
is “not essentially equivalent to a dividend” with respect to the Shareholder. A “substantially disproportionate”
distribution generally requires a reduction of at least 20% in the Shareholder’s proportionate interest in the Fund after
all Shares are tendered and where the Shareholder owns less than 50% of the voting power of all classes entitled to vote. A “complete
redemption” of a Shareholder’s interest generally requires that all Shares of the Fund owned by such Shareholder be
disposed of. A distribution “not essentially equivalent to a dividend” requires that there be a “meaningful reduction”
in the Shareholder’s proportionate interest in the Fund, which should result if the Shareholder has a minimal interest in
the Fund, exercises no control over Fund affairs and suffers a reduction in his proportionate interest in the Fund. In determining
whether any of these tests has been met, Shares actually owned, as well as Shares considered to be owned by the Shareholder by
reason of certain constructive ownership rules set forth in Section 318 of the Code, generally must be taken into account.
If the sale of your Shares meets any of
these three tests for “sale or exchange” treatment, you will recognize gain or loss equal to the difference between
the amount of cash and the fair market value of other property received pursuant to the Offer and the adjusted tax basis of the
Shares sold. Such gain or loss will be a capital gain or loss if the relevant Shares sold have been held by you as a capital asset.
In general, capital gain or loss with respect to Shares sold will be long-term capital gain or loss if the holding period for such
Shares is more than one year. Any loss upon the sale or exchange of Shares held for six months or less will be treated as long-term
capital loss to the extent of any capital gain dividends received (including undistributed capital gains deemed received) by the
Shareholder. The deductibility of capital losses is subject to statutory limitations.
If none of the Code Section 302 tests described
above is met, you may be treated as having received, in whole or in part, a taxable dividend, a tax-free return of capital or taxable
capital gain, depending on (i) whether the Fund has sufficient earnings and profits to support a dividend and (ii) your tax basis
in the relevant Shares. The tax basis in the Shares tendered to the Fund, to the extent remaining after any return of capital distribution
with respect to those Shares, will be transferred to any remaining Shares held by you.
Accordingly, the differentiation between
“dividend” and “sale or exchange” treatment can be important with respect to the amount and character of
income that tendering Shareholders are deemed to receive. While the marginal tax rates for dividends and capital gains remain the
same for corporate shareholders, the top income tax rate applicable to ordinary income dividends of the Fund paid to non-corporate
shareholders currently exceeds the maximum tax rate applicable to long-term capital gains of non-corporate shareholders.
The gross proceeds paid to a Shareholder
or other payee pursuant to the Offer may be subject to a backup withholding tax unless either: (a) the Shareholder has provided
the Shareholder’s taxpayer identification number/social security number, and certifies under penalty of perjury: (i) that
such number is correct, and (ii) either that (A) the Shareholder is exempt from backup withholding, (B) the Shareholder is not
otherwise subject to backup withholding as a result of a failure to report all interest or dividends, or (C) the Internal Revenue
Service (“IRS”) has notified the Shareholder that the Shareholder is no longer subject to backup withholding; or (b)
an exception applies under applicable law and Treasury regulations. Foreign Shareholders may be required to provide the Administrator
with a completed Form W-8BEN, available from the Administrator, in order to avoid backup withholding on the gross proceeds received
pursuant to the Offer. Any amounts withheld as backup withholding tax may be credited or refunded against a Shareholder’s
U.S. federal income tax liability, if any, provided that the required information is furnished to the IRS.
Unless a reduced rate of withholding or
a withholding exemption is available under the Code or applicable tax treaty, a Shareholder who is a nonresident alien or a foreign
entity may be subject to a 30% United States withholding tax on the gross proceeds received by such Shareholder, if the proceeds
are treated as a “dividend” under the rules described above. A foreign Shareholder will generally not be subject to
U.S. withholding tax or U.S. federal income tax on the gross proceeds received pursuant to the Offer if “sale or exchange”
treatment applies. Different tax consequences may result if the foreign investor is engaged in a U.S. trade or business or, in
the case of an individual, is present in the United States for 183 days or more during the taxable year and certain other conditions
are met. Foreign Shareholders should consult their tax advisers regarding application of these withholding rules.
Shareholders who sell their Shares pursuant
to the Offer may be subject to state, local, or foreign taxes. Shareholder are urged to consult their own tax advisers regarding
the U.S. federal, state, local, or foreign tax consequences to them of selling their Shares pursuant to the Offer.
11. Extension of Tender Period;
Termination; Amendments.
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 making a public announcement thereof.
Such public announcement will be issued no later than 9:00 a.m., Eastern Time, on the next Business Day after the previously scheduled
Expiration Date and will disclose the approximate number of relevant Shares tendered as of that date. In the event that the Fund
so elects to extend the Offer period, the Fund will adjust the Valuation Date to correspond with the extension of the Offer period.
During any such extension, all Shares previously tendered and not purchased or 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 the Expiration Date, to (a) terminate the Offer
and not to repurchase or pay for any Shares, and (b) amend the Offer in any respect, including but not limited to, amending the
number of its Shares subject to the Offer. If a material change is made to the terms of the Offer, the Fund will promptly make
a public announcement of any such change. Without limiting the manner in which the Fund may choose to make a public announcement
of an extension, termination or amendment of the Offer, except as provided by applicable law (including Rule 13e-4(e)(2) under
the Exchange Act), the Fund shall have no obligation to publish, advertise or otherwise communicate any such public announcement,
other than by making a press release.
12. Miscellaneous.
The Offer is not being made to, nor will
tenders be accepted from, Shareholders in any jurisdiction in which the Offer or its acceptance would not comply with the securities
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 Shareholders 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 tender offer rules, provided the Fund makes a good faith effort to comply with any state law deemed applicable
to the Offer.
Reference is made to the audited financial
statements of the Fund for the period ended March 31, 2014, and the unaudited financial statements of the Fund for the period ended
September 30, 2014, which were prepared by the Fund, furnished to Shareholders, and filed with the Securities and Exchange Commission
on Form N-CSR on June 5, 2014, and December 5, 2014, respectively. Such financial statements are incorporated herein by reference
in their entirety.
The Fund has filed an Issuer Tender Offer
Statement on Schedule TO with the Securities and Exchange Commission (“SEC”), 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 the first page of the Letter of Transmittal or from the SEC’s internet website, 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 SEC at 100 Fifth Street, N.E.,
Washington, D.C. 20549-0102.
