SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
TO
(Rule
13e-4)
TENDER
OFFER STATEMENT PURSUANT TO SECTION 13(e)(1)
OF
THE SECURITIES EXCHANGE ACT OF 1934
Steben
Select Multi-Strategy Fund
(Name
of Issuer)
Steben
Select Multi-Strategy Fund
(Name
of Person(s) Filing Statement)
Class
A Shares and Class I Shares
(Title
of Class of Securities)
Class
A: 858032105
Class
I: 858032204
(CUSIP
Number of class of securities)
With a copy to:
|
Francine
Rosenberger
c/o
Steben & Company, Inc.
9711
Washingtonian Blvd., Suite 400
Gaithersburg,
MD 20878
(240)
631-7602 |
|
Pablo
Man
K&L
Gates LLP
State
Street Financial Center
One
Lincoln St.
Boston,
MA 02111-2950
(617)
951-9209 |
(Name,
Address and Telephone No. of Person Authorized to Receive Notices and Communications on Behalf of the Person(s) Filing Statement)
June
22, 2018
(Date
Tender Offer First Published, Sent or Given to Security Holders)
Calculation
of Filing Fee
| |
|
|
| |
| Transaction
Valuation |
|
Amount
of Filing Fee |
| $3,751,421.03(a) |
|
$467.05(b) |
| |
| (a) |
Calculated as the aggregate
maximum purchase price for shares of beneficial interest. |
| (b) |
Calculated at $124.50
per million 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 of Schedule and the date of its filing. |
| |
|
|
|
|
|
|
|
|
| Amount Previously Paid: |
|
|
|
|
|
Filing Parties: |
|
|
| Form or Registration No.: |
|
|
|
|
|
Date Filed: |
|
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| ☐ |
Check the box if the
filing relates solely to preliminary communications made before commencement of a tender offer. |
| |
Check the appropriate
boxes below to designate any transactions to which the statement relates: |
☐
third-party tender offer subject to Rule 14d-1.
☒
issuer tender offer subject to Rule 13e-4.
☐
going-private transaction subject to Rule 13e-3.
☐
amendment to Schedule 13D under Rule 13d-2.
Check
the following box if the filing is a final amendment reporting the results of the tender offer: ☐
Item 1.
Summary Term Sheet.
Important
Dates Related to this Offer:
| Date |
|
Name
of Date |
|
Definition |
| June
22, 2018 |
|
Commencement
Date |
|
the
date as of which the Offer commenced |
| July
23, 2018 |
|
Notice
Date |
|
the
deadline by which you must properly notify the Fund in writing if you wish to tender Shares for repurchase (unless extended
by the Fund to a later date subsequently designated by the Fund)* |
| July
23, 2018 |
|
Expiration
Date |
|
the
deadline by which, if you previously provided proper written notice to the Fund of your desire to tender Shares, you may properly
notify the Fund of your desire to withdraw such tender request* |
| September
30, 2018 |
|
Repurchase
Valuation Date |
|
the
date as of which the net asset value of the Shares is calculated (which will generally occur quarterly as of each March 31,
June 30, September 30 and December 31, or if any such date is not a business day, as of the immediately
preceding business day), unless extended by the Fund to a later date subsequently designated by the Fund*
(in
the event of any extension, the Repurchase Valuation Date will be the last business day of the month immediately following the
month in which the Expiration Date occurs) |
| August
20, 2018 |
|
Acceptance
Date |
|
the
date which is 40 business days after the Commencement Date (after which, if the Fund has not yet accepted your tender of Shares,
you have the right to withdraw your tender) |
| * | In the
event of any extension of time during which the Offer is pending, you will be properly
notified in writing by the Fund in accordance with the terms set forth later in this
document. Because the Fund does not presently anticipate authorizing any such extension,
the Fund strongly recommends that you make any decisions with respect to this Offer based
on the dates specified in the table above. |
Steben
Select Multi-Strategy Fund (the “Fund”), in accordance with the terms and conditions set forth herein, is offering
to repurchase Class A Shares and Class I Shares of the Fund (“Shares”) from its shareholders (“Shareholders”).
The terms and conditions set out in the Offer to Repurchase, and the related Letter of Transmittal, together constitute the “Offer”.
(As used in this Schedule TO, the term “Shares” refers to Class A Shares and Class I Shares of beneficial interest
in the Fund constituting the classes of securities which are the subject of this Offer.) Specifically, the Fund is offering to
repurchase Shares in an amount up to 25% of the net assets of the Fund, calculated as of the Repurchase Valuation Date, and each
Share tendered for repurchase will be purchased at the net asset value per Share calculated as of such date. (Net asset value
per Share is equal to (a) the difference between the value of the Fund’s assets and the value of the Fund’s liabilities,
divided by (b) the number of Shares outstanding.) Shareholders desiring to tender Shares for repurchase must do so by 12:00 Midnight,
Eastern Time, on the Notice Date, unless extended. Shareholders have the right to change their minds and withdraw any tenders
of their Shares until 12:00 Midnight, Eastern Time, on the Expiration Date, unless extended. The net asset value of Shares will
be calculated for this purpose as of the Repurchase Valuation Date.
If
the Fund accepts the tender of the Shareholder’s Shares, the Fund will make payment for the Shares it repurchases from one
or more of the following sources: cash on hand, the proceeds of the sale of portfolio securities held by the Fund, or borrowings.
The payment will generally be made within 30 days after the Repurchase Valuation Date.
Shares
will be repurchased by the Fund pursuant to the Offer after the Management Fee (as such term is defined in the Fund’s Prospectus)
to be paid to the Fund’s investment adviser has been deducted from the Fund’s assets as of the end of the month in
which the Offer occurs – i.e., the accrued Management Fee for the month in which Fund shares are to be repurchased
pursuant to the Offer is deducted prior to effecting the relevant repurchase of Fund shares.
Any
Shareholder that tenders Shares to the Fund in a repurchase offer that has a Valuation Date within the first three quarters following
the original issue date of the Shares will be subject to an early withdrawal fee at a rate of 2.00% of the aggregate net asset
value of the Shareholder’s Shares repurchased by the Fund, payable to the Fund (an “Early Withdrawal Fee”).
The Board of Trustees may, in certain limited instances where the Board of Trustees has determined that the remaining Shareholders
will not be materially and adversely affected or prejudiced, waive the imposition of the Early Withdrawal Fee. Any such waiver
does not imply that the Early Withdrawal Fee will be waived at any time in the future or that such Early Withdrawal Fee will be
waived for any other Shareholder.
A
Shareholder tendering for repurchase only a portion of the Shareholder’s Shares will be required to maintain an account
balance of at least $25,000 after giving effect to the tender. If a Shareholder tenders an amount that would cause the Shareholder’s
account balance to fall below the required minimum, the Fund reserves the right to repurchase all of a Shareholder’s Shares
at any time. This right of the Fund to repurchase Shares compulsorily may be a factor which Shareholders may wish to consider
when determining the extent of any tender for repurchase by the Fund.
Shareholders
desiring to tender Shares for repurchase must do so by 12:00 Midnight, Eastern Time, on the Notice Date, unless extended. The
Offer to Shareholders remains revocable until 12:00 Midnight, Eastern Time, on the Expiration Date, unless extended. Until the
Expiration Date, Shareholders have the right to change their minds and withdraw any tenders of their Shares. Shares withdrawn
may be re-tendered, however, provided that such tenders are made before the Notice Date by following the tender procedures described
herein. If the Fund has not yet accepted a Shareholder’s tender of Shares on or before the Acceptance Date, a Shareholder
will also have the right to withdraw its tender of its Shares after such date.
If
a Shareholder would like the Fund to repurchase any of its Shares, it should complete, sign, and either (i) mail (via certified
mail, return receipt requested) or otherwise deliver a Letter of Transmittal to the Fund at the following address:
Regular
Mail:
Steben
Select Multi-Strategy Fund
c/o
U.S. Bancorp Fund Services, LLC
P.O.
Box 701
Milwaukee,
WI 53201-0701
Overnight
Mail:
Steben
Select Multi-Strategy Fund
c/o
U.S. Bancorp Fund Services, LLC
615
E. Michigan Street, 3rd Floor
Milwaukee,
WI 53202
or
(ii) fax it to the Fund at 877.522.1249, so that it is received before 12:00 Midnight, Eastern Time, on the Notice Date (or if
applicable, the Notice Date as extended). The value of your Shares may change between April 30, 2018, the last date for which
the Fund completed the calculation of its net asset value, and the Repurchase Valuation Date.
As
of April 30, 2018, the last date for which the Fund completed the calculation of its net asset value, the aggregate net asset
value of the Fund was $15,005,684.11 and the net asset value per Share of Class A Shares and Class I Shares was $8.57 and $9.09,
respectively. The value of the Shares may change between April 30, 2018 and the Repurchase Valuation Date. Shareholders desiring
to obtain the estimated net asset value of their Shares may contact one of the Fund’s dedicated account representatives
at 800.726.3400 or at the address listed above, Monday through Friday (except holidays), from 9:00 a.m. to 6:00 p.m., Eastern
time.
Please
note that, just as each Shareholder has the right to withdraw its tender, the Fund has the right to cancel, amend or postpone
this Offer at any time before 12:00 Midnight, Eastern Time, on the Expiration Date. Also realize that the Offer is set to expire
on the Expiration Date (or if applicable, Expiration Date as extended), and that, if a Shareholder desires to tender Shares for
repurchase, it must do so by the Notice Date (or if applicable, Notice Date as extended). A Shareholder tendering all of its Shares
will remain a Shareholder of the Fund through the Repurchase Valuation Date, when the net asset value of the Shareholder’s
Shares is calculated, notwithstanding the Fund’s acceptance of the Shareholder’s Shares for repurchase as of the Acceptance
Date.
Item 2.
Issuer Information.
(a)
The name of the issuer is the Steben Select Multi-Strategy Fund. The Fund is registered under the Investment Company Act of 1940,
as amended (the “1940 Act”), as a closed-end, non-diversified, management investment company and is organized as a
Delaware statutory trust. The principal executive office of the Fund is located at 9711 Washingtonian Blvd., Suite 400, Gaithersburg,
MD 20878 and the telephone number is 800.726.3400.
(b)
The Fund is one of two “feeder funds” that invests substantially all its assets in Steben Select Multi-Strategy Master
Fund (the “Master Fund”), a separate closed-end, non-diversified management investment company with the same investment
objective as the Fund. All portfolio investments for the Fund are made at the Master Fund level. This structure is referred to
as a “master-feeder” structure. The Master Fund may make a tender offer to the Fund to repurchase interests in the
Master Fund following the expiration of the Offer.
(c)
The title of the securities that are the subject of the Offer to Repurchase are Class A Shares and Class I Shares of beneficial
interest or portions thereof in the Fund. (As used herein, the term “Share” or “Shares,” as the context
requires, shall refer to the Class A Shares and Class I Shares of beneficial interests in the Fund and portions thereof that constitute
the classes of securities that are the subject of this Offer to Repurchase or the Class A Shares and Class I Shares of beneficial
interests in the Fund or portions thereof that are tendered by Shareholders pursuant to the Offer to Repurchase.) As of the close
of business on April 30, 2018, there was approximately $15,005,684.11 outstanding in capital of the Fund held in Shares. Subject
to the conditions set forth in the Offer to Repurchase, the Fund will purchase up to $3,751,421.03 of Shares (the “Offer
Amount”).
(d) Shares are not traded in any market, and any transfer thereof is strictly limited by the terms of the Fund’s Registration
Statement dated July 28, 2017, which has been filed with the Securities and Exchange Commission (“SEC”) and is hereby
incorporated by reference.
Item 3.
Identity and Background of Filing Person.
(a)
The name of the filing person is Steben Select Multi-Strategy Fund. The Fund’s principal executive office is located at
9711 Washingtonian Blvd., Suite 400, Gaithersburg, MD 20878 and the telephone number is 800.726.3400. The Investment Manager of
the Fund is Steben & Company, Inc. The principal executive office of the Investment Manager is located at 9711 Washingtonian
Blvd., Suite 400, Gaithersburg, MD 20878 and the telephone number is 240.631.7600. The Investment Manager’s investment committee
(“Investment Committee”) members are Messrs. Kenneth E. Steben, John Dolfin and Christopher Maxey and Ms. Basak Akiska
(herein defined as the “Managers”). Their address is c/o Steben & Company, Inc., at 9711 Washingtonian Blvd.,
Suite 400, Gaithersburg, MD 20878 and the telephone number is 240.631.7600.
Item 4.
Terms of This Tender Offer.
(a)
(1) (i) Subject to the conditions set out in the Offer, the Fund will repurchase Shares in an amount up to 25% of the
net assets of the Fund which are tendered by Shareholders and not withdrawn (as described in Item 4(a)(1)(vi)) by 12:00 Midnight,
Eastern Time, on the Notice Date (or if applicable, Notice Date as extended).
(ii)
The value of the Shares tendered to the Fund for repurchase will be their net asset value as of the close of business on the Repurchase
Valuation Date. See Item 4(a)(1)(v) below.
A
Shareholder who tenders some but not all of the Shareholder’s Shares for repurchase will be required to maintain a minimum
account balance of $25,000 in the Fund after giving effect to the repurchase. Such minimum account balance requirement
may be waived by the Investment Manager, in its sole discretion. Subject to the discussion below in Item 4(a)(1)(ix), each Shareholder
may tender any of its Shares for repurchase by the Fund (keeping in mind that the Fund reserves the right to repurchase all of
a Shareholder’s Shares at any time if the aggregate value of such Shareholder’s Shares is, at the time of such compulsory
repurchase, less than the minimum initial investment applicable for the Fund).
(iii)
The scheduled expiration date is 12:00 Midnight, Eastern Time, July 23, 2018.
(iv)
Not applicable.
(v)
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 net asset value, and, hence,
the repurchase amount, of the tendered Shares will be determined at the close of business on the last business day of the month
immediately following the month in which the Expiration Date occurs. 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 the Acceptance Date: (a) to cancel the Offer in the circumstances set out in Section 8 of the Offer to Repurchase
dated as of the Commencement Date, and, in the event of such cancellation, not to repurchase, or pay for, any Shares tendered
pursuant to the Offer; (b) to amend the Offer; or (c) to postpone the acceptance of Shares. 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.
(vi)
Pursuant to Rule 13e-4(f)(2)(ii) under the Securities Exchange Act of 1934, as amended (the “1934 Act”), if the Fund
has not yet accepted a Shareholder’s tender of Shares on or before the Acceptance Date, a Shareholder will also have the
right to withdraw its tender of its Shares after such date.
(vii)
Shareholders wishing to tender Shares pursuant to the Offer generally should send or deliver a completed and executed Letter of
Transmittal to the Fund at the following address: c/o U.S. Bancorp Fund Services, LLC, 615 E. Michigan Street, 3rd Floor, Milwaukee,
WI 53202 or fax a completed and executed Letter of Transmittal to the Investment Manager, to the attention of Steben Select Multi-Strategy
Fund, at 877.522.1249. The completed and executed Letter of Transmittal must be received, either by mail or by fax, no later than
12:00 Midnight, Eastern Time, on the Notice Date (or if applicable, Notice Date as extended). The Fund recommends that all documents
be submitted to the Fund by certified mail, return receipt requested, or by facsimile transmission.
Any
Shareholder tendering Shares pursuant to the Offer may withdraw its tender as described above in Item 4(a)(1)(vi). To be effective,
any notice of withdrawal must be timely received by the Fund at the address or fax number set out on the first page of the Letter
of Transmittal. A tender of Shares properly withdrawn shall not thereafter be deemed to be tendered for purposes of the Offer.
Shares withdrawn may be re-tendered, however, provided that such tenders are made before the Notice Date by following the tender
procedures described above.
(viii)
For purposes of the Offer, the Fund will be deemed to have accepted a Shareholder’s tender of Shares as, if, and when it
gives written notice to the tendering Shareholder of its acceptance of such Shareholder’s tender and repurchases such Shares.
(ix)
If Shares in excess of 25% of the net assets of the Fund are duly tendered to the Fund before the Notice Date and not withdrawn
before the Expiration Date, the Fund, in its sole discretion, may do any of the following: (a) accept the additional Shares permitted
to be accepted pursuant to Rule 13e-4(f)(3) under the 1934 Act; (b) extend the Offer, if necessary, and increase the amount of
Shares which the Fund is offering to repurchase to an amount it believes sufficient to accommodate the excess Shares tendered
as well as any Shares tendered on or before the specified Notice Date in such extension of the Offer; and (c) accept Shares tendered
before the Notice Date and not withdrawn before the Expiration Date for payment on a pro rata basis based on the aggregate net
asset value of tendered Shares. The Offer may be extended, amended, or canceled in various other circumstances described in Item
4(a)(1)(v) above.
(x)
The repurchase of Shares pursuant to the Offer will have the effect of increasing the proportionate interest in the Fund of Shareholders
not tendering Shares. Shareholders retaining their Shares may be subject to increased risks which may possibly result from the
reduction in the Fund’s aggregate assets due to the Fund’s payment for the Shares tendered. These risks include the
potential for greater volatility due to decreased diversification. The Fund believes that this result is unlikely, however, given
the nature of the Fund’s investment program. A reduction in the aggregate assets of the Fund may result in those Shareholders
not tendering Shares bearing higher costs to the extent that certain relatively fixed expenses borne by the Fund may not decrease
if assets decline. These effects may be reduced or eliminated to the extent that additional subscriptions for Shares are made
by new and existing Shareholders from time to time.
(xi)
Not applicable.
(xii)
The U.S. federal income tax discussion set forth below is a summary included for general information purposes only. In view of
the individual nature of tax consequences, each Shareholder is advised to consult its own tax adviser with respect to the specific,
individual tax consequences of participation in the Offer, including the effect and applicability of state, local, foreign and
other tax laws and the possible effects of changes in federal or other tax laws.
The
sale of Shares pursuant to the Offer will be a taxable transaction for U.S. federal income tax purposes, either as a “sale
or exchange,” or under certain circumstances, as a “dividend.” Under Section 302(b) of the Internal Revenue Code
of 1986, as amended (the “Code”), a sale of Shares pursuant to the Offer generally will be treated as a “sale or
exchange” if the receipt of cash by the Shareholder: (a) results in a “complete termination” of the Shareholder’s
interest in the Fund, (b) is “substantially disproportionate” with respect to the Shareholder, or (c) is “not essentially
equivalent to a dividend” with respect to the Shareholder. 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 any of these three tests for “sale or exchange” treatment is met, a Shareholder will recognize gain or loss equal to the difference between the price paid by the Fund for the
Shares purchased in the Offer and the Shareholder’s adjusted basis in such Shares. If such Shares are held as a capital asset,
the gain or loss will generally be capital gain or loss. The maximum tax rate applicable to net capital gains recognized by individuals
and other non-corporate taxpayers is generally (i) the same as the applicable ordinary income rate for capital assets held for
one year or less or (ii) either 15% or 20% for capital assets held for more than one year, depending on whether the individual’s
income exceeds certain threshold amounts.
If
the requirements of Section 302(b) of the Code are not met, amounts received by a Shareholder who sells Shares pursuant to the
Offer will be taxable to the Shareholder as a “dividend” to the extent of such Shareholder’s allocable Share of the
Fund’s current or accumulated earnings and profits. To the extent that amounts received exceed such Shareholder’s allocable Share
of the Fund’s current and accumulated earnings and profits, such excess will constitute a non-taxable return of capital (to the
extent of the Shareholder’s adjusted basis in its Shares), and any amounts in excess of the Shareholder’s adjusted basis will
constitute taxable capital gain. Any remaining adjusted basis in the Shares tendered to the Fund will be transferred to any remaining
Shares held by such Shareholder. In addition, if a tender of Shares is treated as a “dividend” to a tendering Shareholder,
a constructive dividend under Section 305(c) of the Code may result to a non-tendering Shareholder whose proportionate interest
in the earnings and assets of the Fund has been increased by such tender.
Foreign
Shareholders. Any payments (including constructive dividends) to a tendering Shareholder who is a nonresident alien individual,
a foreign trust or estate or a foreign corporation that does not hold his, her or its Shares in connection with a trade or business
conducted in the United States (a “Foreign Shareholder”) that are treated as dividends for U.S. federal income tax purposes
under the rules set forth above, will generally be subject to U.S. withholding tax at the rate of 30% (unless a reduced rate applies
under an applicable tax treaty). A tendering Foreign Shareholder who realizes a capital gain on a tender of Shares will not be
subject to U.S. federal income tax on such gain, unless the Shareholder is an individual who is physically present in the United
States for 183 days or more and certain other conditions exist. Such persons are advised to consult their own tax adviser. Special
rules may apply in the case of Foreign Shareholders (i) that are engaged in a U.S. trade or business, (ii) that are former citizens
or residents of the U.S. or (iii) that have a special status for U.S. federal tax purposes, such as “controlled foreign corporations,” corporations that accumulate earnings to avoid U.S. federal income tax, and certain foreign charitable organizations. Such persons
are advised to consult their own tax adviser. Certain Foreign Shareholder entities may also be subject to withholding tax at the
rate of 30% under the Foreign Account Taxpayer Compliance Act (“FATCA”) unless they have provided the Fund with a
duly completed W-8BEN-E (or other applicable type of W-8) certifying their compliance with or exemption from FATCA.
Backup
Withholding. The Fund generally will be required to withhold tax at the rate of 24% (“backup withholding”) from any
payment to a tendering Shareholder that is an individual (or certain other non-corporate persons) if the Shareholder fails to
provide to the Fund its correct taxpayer identification number or otherwise establish an exemption from the backup withholding
tax rules. A Foreign Shareholder generally will be able to avoid backup withholding with respect to payments by the Fund that
are treated as made in exchange for tendered Shares only if it furnishes to the Fund a duly completed Form W-8BEN (or other applicable
type of W-8), signed under penalty of perjury, stating that it (1) is a nonresident alien individual or a foreign corporation,
partnership, estate or trust, (2) has not been and does not plan to be present in the United States for a total of 183 days or
more during the calendar year, and (3) is neither engaged, nor plans to be engaged during the year, in a United States trade or
business that has effectively connected gains from transactions with a broker or barter exchange. Backup withholding is not an
additional tax, and any amounts withheld may be credited against a Shareholder’s U.S. federal income tax liability.
(2)
Not applicable.
(b)
At the present time, the Fund is not aware of any intentions of the Investment Manager or members of the Board or officers of
the Fund or Fund affiliate to have their Shares acquired in this tender offer.
Item 5.
Past Contracts, Transactions, Negotiations and Agreements With Respect to the Issuer’s Securities.
The
Fund’s Prospectus dated July 28, 2017 (“Prospectus”), which is provided to each Shareholder in advance of purchasing
Shares, provides that the Fund’s Board has the discretion to determine whether the Fund will repurchase Shares from Shareholders
from time to time pursuant to written tenders. The Investment Manager expects that it will recommend to the Board that the Fund
offer to repurchase Shares with a Valuation Date quarterly on or about March 31, June 30, September 30 and December 31 of each
year. The Fund is not aware of any contract, arrangement, understanding or relationship relating, directly or indirectly, to this
tender offer (whether or not legally enforceable) between: (i) the Fund and the Investment Manager or the Fund’s Board,
or any person controlling the Fund or controlling the Investment Manager or the Fund’s Board; and (ii) any person,
with respect to Shares.
Item 6.
Purposes of This Tender Offer and Plans or Proposals of the Issuer or Affiliate.
(a)
The purpose of the Offer to Repurchase is to provide liquidity to Shareholders as contemplated by and in accordance with the procedures
set forth in the Prospectus.
(b)
Shares that are tendered to the Fund in connection with the Offer to Repurchase, if accepted for repurchase, will be repurchased,
resulting in a change in the income ratio and an increase in the expense ratios of remaining Shareholders in the Fund (assuming
no further issuances of Shares).
(c)
None of the Fund, the Investment Manager, and the Board of Trustees has any plans or proposals which relate to, or would result
in: (1) the acquisition by any person of additional Shares (other than the Fund’s intended continued acceptance
of subscriptions for Shares on the first business day of each calendar month and from time to time in the discretion of the Investment
Manager) or the disposition of Shares (other than through periodic repurchase offers, including this Offer); (2) an extraordinary
transaction involving the Fund, such as a merger, reorganization or liquidation; (3) any material change in the present indebtedness,
capitalization or distribution policy of the Fund; (4) a purchase, sale or transfer of a material amount of assets of the Fund
(other than as the Board of Trustees determines may be necessary or appropriate to fund all or a portion of the purchase amount
for Shares acquired pursuant to the Offer or in connection with the ordinary portfolio transactions of the Fund); (5) any other
material change in the Fund’s corporate structure or business, including any material change in any of its investment policies,
for which a vote would be required by Section 13 of the 1940 Act; or (6) any change in the Fund’s Declaration of Trust dated
as of February 14, 2013 (as it may be amended, modified or otherwise supplemented from time to time) or other governing instruments
or any other action which could impede the acquisition of control of the Fund. Because Shares are not traded in any
market, paragraphs (6), (7), and (8) of Regulation M-A § 229.1006(c) are not applicable to the Fund.
Item 7.
Source and Amount of Funds or Other Consideration.
(a)
The Fund expects that the amount offered for the repurchase of Shares pursuant to the Offer, which will not exceed 25% of the
net assets of the Fund (unless the Fund elects to repurchase a greater amount), will be paid from one or more of the following
sources: (i) cash on hand; (ii) the proceeds of the sale of securities and portfolio assets held by the Fund; and (iii) possibly
borrowings, as described in paragraph (d) below.
(b)
There are no material conditions to the financing of the transaction. There are currently no alternative financing plans or arrangements
for the transaction.
(c)
Not applicable.
(d)
None of the Fund, the Investment Manager and the Board of Trustees has determined at this time to borrow funds to repurchase Shares
tendered in connection with the Offer. Depending on the dollar amount of Shares tendered and prevailing general economic and market
conditions, however, the Fund, in its sole discretion, may decide to seek to borrow money to fund all or a portion of the repurchase
amount for Shares, subject to compliance with applicable law. The Fund expects that the repayment of any amounts borrowed will
be financed from additional funds contributed to the Fund by new or existing Shareholders or from proceeds of the sale of securities
and portfolio assets held by the Fund.
Item 8.
Interest in Securities of the Issuer.
(a)
Based on April 30, 2018 values, Mr. Kenneth Steben, Chief Executive Officer and Trustee of the Fund, beneficially owns indirectly
$261,340 in shares of the Fund.
Based
on April 30, 2018 values, Mr. Mark E. Schwartz, Trustee of the Fund, beneficially owns $28,150 in shares of the Fund.
Based
on April 30, 2018 values, Mr. Andrew Putterman, Trustee of the Fund, does not beneficially own any shares of the Fund.
Item 9.
Persons/Assets Retained, Employed, Compensation or Used.
No
persons have been directly or indirectly employed or retained, or are to be compensated, by the Fund to make solicitations or
recommendations in connection with the Offer.
Item 10.
Financial Statements.
The
Fund commenced operations on January 2, 2014. The audited financial statements for the Fund as of March 31, 2018 and the
unaudited financial statements of the Fund as of September 30, 2017, both filed with the SEC on EDGAR on Form N-CSR on June 8,
2018 and December 5, 2017, are hereby incorporated by reference. Copies of the Fund’s financial information may be found
online at www.sec.gov or may be obtained free of charge by calling 800.726.3400.
Item 11.
Additional Information.
| |
(a) |
(1) None.
|
| |
|
(2)
None. |
| |
|
(3)
Not Applicable. |
| |
|
(4)
None. |
| |
|
(5)
None. |
Item 12.
Exhibits.
Reference
is hereby made to the following exhibits which collectively constitute the Offer to Shareholders and are incorporated herein by
reference:
| 99.1 |
|
Cover
Letter to Offer to Repurchase. |
| 99.2 |
|
Offer
to Repurchase. |
| 99.3 |
|
Form
of Letter of Transmittal. |
| 99.4 |
|
Form
of Notice of Withdrawal. |
SIGNATURE
After
due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete
and correct.
| |
|
|
|
| |
Dated: June
22, 2018 |
| |
|
| |
STEBEN
SELECT MULTI-STRATEGY FUND |
| |
|
|
| |
By: |
|
/s/
Kenneth E. Steben |
| |
Name: |
|
Kenneth
E. Steben |
| |
Title: |
|
Chief
Executive Officer |
EXHIBIT
INDEX
