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Form SC TO-I GROSVENOR REGISTERED Filed by: GROSVENOR REGISTERED MULTI-STRATEGY FUND (TI 1), LLC

September 27, 2021 1:06 PM EDT

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE TO

Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

GROSVENOR REGISTERED MULTI-STRATEGY FUND (TI 1), LLC

(Name of Issuer)

GROSVENOR REGISTERED MULTI-STRATEGY FUND (TI 1), LLC

(Name of Person(s) Filing Statement)

SHARES OF LIMITED LIABILITY COMPANY INTEREST

(Title of Class of Securities)

N/A

(CUSIP Number of Class of Securities)

Girish S. Kashyap, Esq.

c/o Grosvenor Capital Management, L.P.

900 North Michigan Avenue

Suite 1100

Chicago, Illinois 60611

(312) 506-6695

(Name, Address and Telephone Number of Person Authorized to Receive Notices and

Communications on Behalf of the Person(s) Filing Statement)

With a copy to:

George J. Zornada, Esq.

K&L Gates LLP

State Street Financial Center

One Lincoln Street

Boston, Massachusetts 02111-2950

(617) 261-3231

September 27, 2021

(Date Tender Offer First Published,

Sent or Given to Security Holders)


CALCULATION OF FILING FEE

 

 

 

Transaction Valuation: $44,500,000 (a)

  

 

Amount of Filing Fee: $0.00 (b)

 

(a)

Calculated as the aggregate maximum purchase price for shares of limited liability company interest.

 

(b)

Issuer is a feeder fund in a master-feeder structure and invests substantially all of its assets in Grosvenor Registered Multi-Strategy Master Fund, LLC (the “Master Fund”). All Shares, if any, repurchased from investors of the Issuer by the Issuer, will have corresponding repurchases of limited liability company interests of the Master Fund from the Issuer. The Master Fund pays tender offer registration fees for its corresponding tender offer, which is also subject to Rule 13e-4. Issuer avails itself of SEC staff no-action relief applicable to feeder funds for fees on shares they offer to repurchase from the public. See Ironwood Multi-Strategy Fund LLC and Ironwood Institutional Multi-Strategy Fund LLC, SEC No-Action Letter (pub. avail. April 19, 2017).

 

Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:___________________________________

Form or Registration No.:__________________________________

Filing Party:_____________________________________________

Date Filed:______________________________________________

 

Check the box if the filing relates solely to preliminary communications made before the 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.

Grosvenor Registered Multi-Strategy Fund (TI 1), LLC (the “Fund”) is offering to purchase shares of limited liability company interest in the Fund (“Shares”) from investors of the Fund (“Investors”) at their net asset value, calculated as of the Valuation Date (as defined below). The Board of Directors of the Fund (the “Board”) has authorized the Fund to offer to purchase Shares in an amount up to $44,500,000. The offer to purchase Shares (the “Offer”) will remain open until 12:00 midnight, Eastern Time, on October 27, 2021, or if the Offer is extended, until a later date that corresponds to the extension of the Offer made in the absolute discretion of the Board (the “Expiration Date”). The net asset value of Shares will be calculated for this purpose as of December 31, 2021, or, if the Offer is extended, as of the next occurring last business day of a calendar month

 

 

Schedule TO – TI 1

  

 

Page 2


which is at least sixty-five (65) days from the date on which the Offer actually expires (the “Valuation Date”). The Fund reserves the right to adjust the Valuation Date to correspond to any extension of the Offer.

Reference is made to Section 1 of the Offer to Purchase that is attached as Exhibit B, which is incorporated herein by reference.

ITEM 2. ISSUER INFORMATION.

 

(a)

The name of the issuer is Grosvenor Registered Multi-Strategy Fund (TI 1), LLC. The Fund is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as a closed-end, diversified, management investment company. It is organized as a Delaware limited liability company. The principal executive office of the Fund is located at 900 North Michigan Avenue, Suite 1100, Chicago, Illinois 60611 and the telephone number is (312) 506-6500.

 

(b)

The title of the securities that are the subject of the Offer is shares of limited liability company interest of the Fund (referred to herein as Shares). As of the start of business on September 1, 2021, there was approximately $183,667,750 in outstanding Shares. Subject to the conditions set forth in the Offer, the Fund will purchase up to $44,500,000 of Shares that are tendered by and not withdrawn by Investors, subject to any extension of the Offer.

 

(c)

Shares are not traded in any market, and any transfer thereof is strictly limited by the terms of the Fund’s Amended and Restated Limited Liability Company Agreement, as amended from time to time (the “LLC Agreement”).

ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON.

 

(a)

The name of the filing person is Grosvenor Registered Multi-Strategy Fund (TI 1), LLC. The Fund’s principal executive office is located at 900 North Michigan Avenue, Suite 1100, Chicago, Illinois 60611 and the telephone number is (312) 506-6500. The president and principal financial officer of the Fund are Scott J. Lederman and Kathleen P. Sullivan, respectively. Their address is c/o Grosvenor Registered Multi-Strategy (TI 1) Fund, LLC, 900 North Michigan Avenue, Suite 1100, Chicago, Illinois 60611 and the telephone number is (312) 506-6500. The management services provider to the Fund and the investment adviser of Grosvenor Registered Multi-Strategy Master Fund, LLC, in which the Fund invests substantially all of its assets (the “Master Fund”), is Grosvenor Capital Management, L.P. (the “Adviser”). The principal executive office of the Adviser is located at 900 North Michigan Avenue, Suite 1100, Chicago, Illinois 60611 and it may be reached at (312) 506-6500. The members of the Board are Henry S. Bienen, Alan Brott, Brian P. Gallagher, Scott J. Lederman, Victor J. Raskin and Thomas G. Yellin. Their address is c/o the Fund at 900 North Michigan Avenue, Suite 1100, Chicago, Illinois 60611 and their telephone number is (312) 506-6500.

ITEM 4. TERMS OF THIS TENDER OFFER.

 

(a)           (1)              (i)

Subject to the conditions set forth in the Offer, the Fund will purchase up to $44,500,000 of Shares that are tendered by Investors by 12:00 midnight, Eastern Time, on the Expiration Date, which is October 27, 2021, unless the Offer is extended, and not withdrawn.

 

  (ii)

The purchase price of Shares tendered and accepted for purchase will be their net asset value as of the close of business on the Valuation Date.

Reference is made to Sections 3 and 7 of the Offer to Purchase that is attached as Exhibit B, which are incorporated herein by reference.

 

 

Schedule TO – TI 1

  

 

Page 3


  (iii)

The scheduled expiration date of the Offer is 12:00 midnight, Eastern Time, October 27, 2021, unless extended.

 

  (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 Investors of the extension and the new Expiration Date. Reference is made to Section 8 of the Offer to Purchase that is attached as Exhibit B, which is incorporated herein by reference.

 

  (vi)

Any Investor tendering Shares pursuant to the Offer may withdraw the tender at any time prior to the Expiration Date pursuant to Rule 13e-4 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Shares may be re-tendered, however, provided that such tenders are made before 12:00 midnight, Eastern Time, on the Expiration Date, which is October 27, 2021, unless the Offer is extended by following the tender procedures described herein. Pursuant to Rule 13e-4 of the Exchange Act, if the Fund has not yet accepted an Investor’s tender of Shares at any time on or before November 23, 2021 (i.e., 40 business days from the commencement of the Offer), an Investor may withdraw its tender of Shares after November 23, 2021.

 

  (vii)

Reference is made to Sections 5 and 6 of the Offer to Purchase that is attached as Exhibit B, which are incorporated herein by reference. A copy of: (a) the Cover Letter to the Offer to Purchase and the Letter of Transmittal; (b) the Offer to Purchase; (c) a form of Letter of Transmittal; (d) a form of Notice of Withdrawal of Tender; and (e) forms of Letters to Investors that will be sent in connection with the Fund’s acceptances of tenders of Shares, are attached hereto as Exhibits A, B, C, D and E, respectively.

 

  (viii)

For purposes of the Offer, the Fund will be deemed to have accepted for purchase Shares that are tendered as, if and when it gives written notice to the tendering Investors of its election to purchase such Shares.

 

  (ix)

Reference is made to Sections 4 and 8 of the Offer to Purchase that is attached as Exhibit B, which is incorporated herein by reference.

 

  (x)

Reference is made to Section 2 of the Offer to Purchase that is attached as Exhibit B, which is incorporated herein by reference.

 

  (xi)

Not applicable.

 

  (xii)

Reference is made to Section 10 of the Offer to Purchase that is attached as Exhibit B, which is incorporated herein by reference.

 

(a)            (2)

Not applicable.

 

(b)

To the Fund’s knowledge, no executive officer, director, or other affiliate plans to tender, and the Fund presently has no plans to purchase the Shares of any executive officer, director or other affiliate of the Fund pursuant to the Offer.

 

 

Schedule TO – TI 1

  

 

Page 4


ITEM 5. PAST CONTRACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS WITH RESPECT TO THE ISSUER’S SECURITIES.

(a) – (d) Not applicable.

 

(e)

The Fund’s Prospectus and Statement of Additional Information, as updated and supplemented from time to time, and the LLC Agreement, provide that the Board has the discretion to determine whether the Fund will purchase Shares from time to time from Investors pursuant to written tenders. The Adviser expects that it will recommend to the Board that the Fund purchase Shares from Investors four times each year, effective as of the last business day of each calendar quarter. 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, the Adviser, any director of the Fund or any person controlling the Fund or controlling the Adviser or any director of the Fund; and (ii) any other person, with respect to the Shares. However, the LLC Agreement provides that the Board will call a meeting of Investors for the purpose of determining whether the Fund should be dissolved in the event that the Fund does not at least once during any 24-month period repurchase any of the Shares tendered in accordance with the procedures determined by the Board from time to time.

ITEM 6. PURPOSES OF THIS TENDER OFFER AND PLANS OR PROPOSALS OF THE ISSUER OR AFFILIATE.

 

(a)

Reference is made to Section 2 of the Offer to Purchase that is attached as Exhibit B, which is incorporated herein by reference.

 

(b)

Reference is made to Section 2 of the Offer to Purchase that is attached as Exhibit B, which is incorporated herein by reference.

 

(c)

Reference is made to Section 9 of the Offer to Purchase that is attached as Exhibit B, which is incorporated herein by reference. Because Shares are not traded in any market, Subsections (6), (7) and (8) of Item 1006(c) of Regulation M-A are not applicable to the Fund.

 

(d)

None.

ITEM 7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

(a), (b), and (d) Reference is made to Section 7 of the Offer to Purchase that is attached as Exhibit B, which is incorporated herein by reference.

 

(c)

Not applicable.

ITEM 8. INTEREST IN SECURITIES OF THE ISSUER.

 

(a)

As of August 31, 2021, the Adviser or its affiliated corporate entities own 0.08% of the Fund’s outstanding Shares and none of the executive officers or Directors own any Shares.

 

(b)

Other than the issuance of Shares at net asset value in the ordinary course of the Fund’s offering on each of August 1, 2021, and September 1, 2021, and the previous tender offer for the repurchase of Shares, there have been no transactions involving the Shares that were effected during the past 60 days by the Fund, the Adviser, and any director or officer of the Fund, or any person controlling the Fund or the Adviser. The Fund’s previous tender offer for the repurchase of Shares had an expiration date of July 27, 2021.

ITEM 9. PERSONS/ASSETS RETAINED, EMPLOYED, COMPENSATED OR USED.

 

(a)

No persons have been employed, retained or are to be compensated by the Fund to make solicitations

 

 

Schedule TO – TI 1

  

 

Page 5


 

or recommendations in connection with the Offer.

 

(b)

Not applicable.

ITEM 10. FINANCIAL STATEMENTS.

 

(a)            (1)

Reference is made to the following financial statements of the Fund, which the Fund has prepared and furnished to Investors pursuant to Rule 30e-1 under the 1940 Act and filed with the Securities and Exchange Commission pursuant to Rule 30b2-1 under the 1940 Act, and which are incorporated by reference in their entirety for the purpose of filing this Schedule TO:

Audited financial statements for the fiscal year ended March 31, 2020, previously filed on EDGAR on Form N-CSR on June 9, 2020.

Audited financial statements for the fiscal year ended March 31, 2021, previously filed on EDGAR on Form N-CSR on June 7, 2021.

Copies of these financial statements may be obtained by visiting the SEC’s website at www.sec.gov or may be obtained free of charge by calling the Fund at (877) 355-1469.

 

  (2)

The Fund is not required to and does not file quarterly unaudited financial statements under the Securities Exchange Act of 1934, as amended.

 

  (3)

Not applicable.

 

  (4)

Not applicable.

 

(b)

The Fund’s assets will be reduced by the amount of the tendered Shares that are purchased by the Fund. Thus, income relative to assets may be affected by the Offer.

ITEM 11. ADDITIONAL INFORMATION.

 

(a)            (1)

None.

 

  (2)

None.

 

  (3)

Not applicable.

 

  (4)

Not applicable.

 

  (5)

None.

 

(b)

N/A.

 

(c)

N/A.

 

 

Schedule TO – TI 1

  

 

Page 6


ITEM 12. EXHIBITS.

Reference is hereby made to the following exhibits which collectively constitute the Offer to Investors and are incorporated herein by reference:

 

A.

Cover Letter to the Offer to Purchase and the Letter of Transmittal.

 

B.

Offer to Purchase.

 

C.

Form of Letter of Transmittal.

 

D.

Form of Notice of Withdrawal of Tender.

 

E.

Forms of Letters to Investors in connection with the Fund’s acceptance of tenders of Shares.

 

 

Schedule TO – TI 1

  

 

Page 7


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.

 

GROSVENOR REGISTERED MULTI-STRATEGY FUND (TI 1), LLC
By: /s/ Scott J. Lederman
Name: Scott J. Lederman
Title:   President

Dated: September 27, 2021

 

 

 

Schedule TO – TI 1

   Page 8


EXHIBIT INDEX

 

A

Cover Letter to the Offer to Purchase and the Letter of Transmittal

 

B

Offer to Purchase

 

C

Form of Letter of Transmittal

 

D

Form of Notice of Withdrawal of Tender

 

E

Forms of Letters to Investors in connection with the Fund’s acceptance of tenders of Shares

 

 

Schedule TO – TI 1    Page 9

LOGO

 

If you do not want to sell Fund shares at this time, please disregard this notice. This letter and

attached information are simply notification of the Fund’s tender offer.

September 27, 2021

Dear Investor:

We are writing to inform you of important dates relating to a tender offer by Grosvenor Registered Multi-Strategy Fund (TI 1), LLC (the “Fund”). If you are not interested in tendering for repurchase your shares of limited liability company interest in the Fund (“Shares”) at this time, please disregard this notice.

Tender offer information

The tender offer period will begin on September 27, 2021, and will end at 12:00 midnight, Eastern Time, on October 27, 2021 (the “Expiration Date”). The purpose of the tender offer is to provide liquidity to Investors who hold Shares of the Fund. Shares may be repurchased only by tendering them during one of the Fund’s announced tender offers.

Should you wish to tender Shares, please complete and return the enclosed Letter of Transmittal either (i) by mail to Grosvenor Funds, c/o BNY Mellon TA Alternative Investment RIC Funds, 4400 Computer Drive, Westborough, MA 01581, or (ii) by e-mail to [email protected] (please include the words “Grosvenor Fund Tender Documents” in the subject line). The completed and executed Letter of Transmittal must be received by mail or e-mail at the above addresses prior to the Expiration Date. The Fund recommends that all mailed documents be submitted by certified mail, return receipt requested. If you do not wish to sell your Shares, simply disregard this notice. NO ACTION IS REQUIRED IF YOU DO NOT WISH TO SELL SHARES AT THIS TIME.

All requests to tender Shares must be received by the Fund in good order by the Expiration Date.

To learn more

If you would like to learn more about the tender offer, please refer to the attached Offer to Purchase document, which contains additional information. If you have any questions regarding the tender offer or the Fund in general, please contact the Fund at (877) 355-1469.

Sincerely,

Grosvenor Registered Multi-Strategy Fund (TI 1), LLC

 

 

 

 

900 North Michigan Avenue, Suite 1100 | Chicago, Illinois 60611 | T 312.506.6500 | F 312.506.6888 | gcmlp.com

Distributed Through GRV Securities LLC


LOGO

 

If you do not want to sell Fund shares at this time, please disregard this notice. This letter and

attached information are simply notification of the Fund’s tender offer.

September 27, 2021

Dear Investor:

We are writing to inform you of important dates relating to a tender offer by Grosvenor Registered Multi-Strategy Fund (TI 1), LLC (the “Fund”). If you are not interested in tendering for repurchase your shares of limited liability company interest in the Fund (“Shares”) at this time, please disregard this notice.

Tender offer information

The tender offer period will begin on September 27, 2021, and will end at 12:00 midnight, Eastern Time, on October 27, 2021 (the “Expiration Date”). The purpose of the tender offer is to provide liquidity to Investors who hold Shares of the Fund. Shares may be repurchased only by tendering them during one of the Fund’s announced tender offers.

Should you wish to tender your Shares for repurchase by the Fund during this Offer period, please contact your Portfolio Manager or registered representative, as applicable (each, a “Portfolio Manager/Financial Adviser”), who will enter the order and provide you with a customized Tender Offer Form for your account. Included with this Offer material is a sample Tender Offer Form which is for reference only. The Tender Offer Form generated for your account will need to be signed and returned to your Portfolio Manager/Financial Adviser. Upon receiving signed documentation, your Portfolio Manager/Financial Adviser will submit the form for processing. Your Portfolio Manager/Financial Adviser must submit the form by 12:00 midnight, Eastern Time, on October 27, 2021. The Fund recommends that all signed documents be submitted to an Investor’s Portfolio Manager/Financial Adviser by certified mail, return receipt requested. If you do not wish to sell your Shares, simply disregard this notice. NO ACTION IS REQUIRED IF YOU DO NOT WISH TO SELL SHARES AT THIS TIME.

All requests to tender Shares must be received by the Fund in good order by the Expiration Date.

To learn more

If you would like to learn more about the tender offer, please refer to the attached Offer to Purchase document, which contains additional information. If you have any questions regarding the tender offer or the Fund in general, please contact your Portfolio Manager/Financial Adviser.

Sincerely,

Grosvenor Registered Multi-Strategy Fund (TI 1), LLC

 

 

 

 

900 North Michigan Avenue, Suite 1100 | Chicago, Illinois 60611 | T 312.506.6500 | F 312.506.6888 | gcmlp.com

Distributed Through GRV Securities LLC

LOGO

Offer to Purchase

GROSVENOR REGISTERED MULTI-STRATEGY FUND (TI 1), LLC

OFFER TO PURCHASE UP TO $44,500,000 IN OUTSTANDING

SHARES OF LIMITED LIABILITY COMPANY INTEREST

DATED SEPTEMBER 27, 2021

LETTER OF TRANSMITTAL MUST BE RECEIVED BY

WEDNESDAY, OCTOBER 27, 2021

THE OFFER WILL EXPIRE AT

12:00 MIDNIGHT, EASTERN TIME, ON WEDNESDAY, OCTOBER 27, 2021,

UNLESS THE OFFER IS EXTENDED

To the Investors of Grosvenor Registered Multi-Strategy Fund (TI 1), LLC:

Grosvenor Registered Multi-Strategy Fund (TI 1), LLC (the “Fund”) is a closed-end, diversified, management investment company organized as a Delaware limited liability company, that invests substantially all of its assets in Grosvenor Registered Multi-Strategy Master Fund, LLC (the “Master Fund”). The Fund is offering to purchase, on the terms and conditions set forth in this offer to purchase (“Offer to Purchase”) and the related Letter of Transmittal (which together with this Offer to Purchase constitutes the “Offer”), an amount of Shares up to $44,500,000 (As used in this Offer, the term “Shares” refers to the shares of limited liability company interest of the Fund representing beneficial interests in the Fund.) Purchases would be pursuant to tenders by investors of the Fund (“Investors”) at a price equal to their net asset value as of December 31, 2021, or, if the Offer is extended, as of the next occurring last business day of a calendar month which is at least sixty-five (65) days from the date on which the Offer actually expires (the “Valuation Date”). This Offer is being made to all Investors and is not conditioned on any minimum amount of Shares being tendered, but is subject to certain conditions described below. Shares are not traded on any established trading market and are subject to strict restrictions on transferability under the Fund’s Amended and Restated Limited Liability Company Agreement, as amended from time to time (the “LLC Agreement”).

The Offer will remain open until 12:00 midnight, Eastern Time, on October 27, 2021 (the “Initial Expiration Date”), or, if the Offer is extended, until any later date that corresponds to the extension of the Offer. The later of the Initial Expiration Date or the latest time and date to which the Offer is extended is called the “Expiration Date.”

Unless otherwise instructed in the cover letter to this Offer, Investors who desire to tender Shares for purchase must complete and sign the attached Letter of Transmittal and submit it to the Fund for receipt on or before the Expiration Date. Investors who are clients of certain brokers may be instructed on the cover letter to this Offer to contact their financial intermediary directly in order to have the Fund purchase all or a portion of their Shares. Such Investors must contact their financial intermediary to ensure the proper completion and submission of the necessary documentation.

Investors should realize that the value of the Shares tendered in this Offer likely will change between August 31, 2021 (the last time net asset value was calculated) and the Valuation Date December 31, 2021 (unless the Offer is extended), when the value of the Shares tendered to the Fund for purchase is determined. Investors tendering their Shares should also note that although the tender offer expires on October 27, 2021 (unless the Offer is extended), they will remain Investors in the Fund, with respect to the Shares tendered and accepted for purchase by the Fund, through the Valuation Date. Any tendering Investors that wish to obtain the estimated net asset value of their Shares should contact the Fund, at the telephone number or address set forth below, Monday through Friday, except holidays, during normal business hours of 8:30 a.m. to 5:30 p.m. (Eastern Time).

 

 

Offer to Purchase – TI 1

  

 

Page 1


IMPORTANT

None of the Fund, Grosvenor Capital Management, L.P. (the “Adviser”), or any member of the Fund’s Board of Directors makes any recommendation on behalf of the Fund to any Investor as to whether to tender or refrain from tendering Shares. Investors must make their own decisions whether to tender Shares and, if they choose to do so, the portion of their Shares to tender.

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

This transaction has not been approved or disapproved by the Securities and Exchange Commission nor has the Securities and Exchange Commission or any state securities commission passed on the fairness or merits of such transaction or on the accuracy or adequacy of the information contained in this document. Any representation to the contrary is unlawful.

Questions, requests for assistance and requests for additional copies of the Offer may be directed to the Fund:

Grosvenor Funds

c/o BNY Mellon TA Alternative Investment RIC Funds

4400 Computer Drive

Westborough, MA 01581

Phone: 1-877-355-1469

 

 

Offer to Purchase – TI 1

  

 

Page 2


GROSVENOR REGISTERED MULTI-STRATEGY FUND (TI 1), LLC

Offer to Purchase

Table of Contents

 

          Page  
1.   

Summary Term Sheet

     4  
2.   

Background and Purpose of the Offer

     5  
3.   

Offer to Purchase and Price

     6  
4.   

Amount of Tender

     6  
5.   

Procedure for Tenders

     7  
6.   

Withdrawal Rights

     7  
7.   

Purchases and Payment

     7  
8.   

Certain Conditions of the Offer

     9  
9.   

Certain Information About the Fund

     9  
10.   

   Certain Federal Income Tax Consequences

     10  
11.   

   Miscellaneous

     11  
12.   

   Financial Statements

     11  

 

 

Offer to Purchase – TI 1

  

 

Page 3


1.   Summary Term Sheet

This summary highlights certain information concerning this Offer. To understand the Offer fully and for a more complete discussion of the terms and conditions of the Offer, please read carefully this entire Offer to Purchase and the related Letter of Transmittal.

 

   

The Fund expects, subject to the sole discretion of the board of directors of the Fund (the “Board of Directors”), to offer from time to time to buy a portion of its outstanding Shares at their net asset value (that is, the value of the Fund’s assets minus its liabilities), effective as of the last business day of each calendar quarter. The Board of Directors has authorized the Fund to offer to purchase Shares of the Fund in an amount up to $44,500,000. This Offer will remain open until 12:00 midnight, Eastern Time, on the Expiration Date, which is October 27, 2021, unless the Offer is extended. The net asset value of Shares will be calculated for this purpose as of the Valuation Date, which is December 31, 2021, unless the Offer is extended. The Fund reserves the right to adjust the Valuation Date to correspond to any extension of the Offer.

 

   

The Offer is being made to all holders of Shares and is not conditioned on any minimum amount of Shares being tendered. You may tender all or a portion of your Shares. Partial tenders are subject to maintenance of a minimum account balance of at least $25,000 in the Fund, subject to the conditions set forth below. If the tender amount would cause your account balance to fall below $25,000, the Fund reserves the right to reduce the amount to be purchased so that a minimum $25,000 account balance is maintained.

 

   

If you tender Shares and the Fund purchases those Shares, you will receive as consideration a non-interest bearing, non-transferable promissory note, to be held for you by BNY Mellon Investment Servicing (U.S.) Inc. (the “Administrator”), entitling you to:

 

  i)

an initial payment (the “Initial Payment”) in cash and/or marketable securities equal to at least 95% of the unaudited net asset value, determined as of the Valuation Date, of the Shares tendered and purchased, which will be paid to you (a) thirty-five (35) days after the Valuation Date or (b) ten business days after the Master Fund has received at least 90% of the aggregate amount withdrawn from any investment funds if the Master Fund has requested withdrawals of its capital from investment funds to fund the purchase of Shares; and

 

  ii)

a contingent payment (the “Contingent Payment”) in cash and/or marketable securities equal to the excess, if any, of (a) the net asset value of Shares tendered and purchased as of the Valuation Date (as may or may not be adjusted based upon subsequent revisions to the net asset values of the investment funds) over (b) the Initial Payment. The Contingent Payment, if any, will generally be payable within 120 days after the Valuation Date. The Fund will deposit into a segregated account an amount equal to the Contingent Payment. Any interest earned on these deposited amounts is for the benefit of the Fund and will not be paid to tendering Investors as part of any Contingent Payment. See Section 7.

 

   

If the Fund accepts your tender of Shares, your proceeds will be funded from one or more of the following sources: cash on hand; withdrawals of capital derived from the investment funds in which the Master Fund invests; the proceeds of the sale of or delivery of portfolio securities held by the Fund; or borrowings. See Section 7.

 

   

Until the expiration of the Offer, you have the right to change your mind and withdraw any tenders of your Shares. If the Fund has not yet accepted your tender of Shares on or before November 23, 2021 (i.e., the date 40 business days from the commencement of the Offer), you will also have the right to withdraw the tender of your Shares after such date. Shares withdrawn prior to the Expiration Date may be re-tendered on or before the Expiration Date by following the tender procedures described herein. See Section 6.

 

   

If you would like the Fund to purchase all or any portion of your Shares, and unless otherwise instructed on the cover letter to this Offer, you must complete, sign and either (i) mail the enclosed Letter of Transmittal to the Fund at the address listed on page 2 of this Offer to Purchase or (ii) e-mail the Letter of Transmittal to [email protected] (please include the words “Grosvenor Fund Tender Documents” in

 

 

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the subject line). The Fund recommends that mailed documents be submitted by certified mail, return receipt requested. All requests to tender Shares must be received by the Fund in good order before 12:00 midnight, Eastern Time, on the Expiration Date, which is October 27, 2021, unless the Offer is extended. See Section 5.

 

   

If you would like to obtain the estimated net asset value of your Shares, which is calculated monthly, contact the Fund at the address listed on page 2 or at (877) 355-1469, Monday through Friday, except holidays, during normal business hours of 8:30 a.m. to 5:30 p.m., Eastern Time. The value of your Shares will likely change between the date its net asset value was last calculated and the Valuation Date, which is December 31, 2021, unless the Offer is extended, when the value of Shares tendered and accepted for purchase will be determined for purposes of calculating the purchase price for such Shares. See Section 3.

 

   

Please note that 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, which is October 27, 2021, unless the Offer is extended. Also note that although the Offer will expire on the Expiration Date, you will remain an Investor in the Fund, with respect to any Shares you tender that are accepted for purchase by the Fund through the Valuation Date. Accordingly, the value of your tendered Shares may rise or fall until the Valuation Date.

 

   

If you elect to tender, it is your responsibility to confirm, and it is strongly recommended that you confirm, receipt of the Letter of Transmittal by the Fund. See Section 5.

 

2.   Background and Purpose of the Offer

The purpose of this Offer is to provide liquidity to Investors who hold Shares of the Fund, as contemplated by and in accordance with the procedures set forth in the Fund’s Prospectus and Statement of Additional Information (collectively the “Prospectus”). The Prospectus, which was provided to each Investor in advance of purchasing Shares, provides that the Board of Directors has the discretion to determine whether the Fund will purchase Shares from time to time from Investors pursuant to written tenders. The Adviser expects that it will recommend to the Board of Directors that the Fund purchase Shares from Investors four times each year, effective as of the last day of each calendar quarter. Because there is no secondary trading market for Shares and transfers of Shares are prohibited without prior approval of the Adviser, the Board of Directors has approved the Offer, after consideration of various matters, and the recommendation of the Adviser, in order to provide liquidity for Shares as contemplated in the Prospectus. 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, the Adviser, any director of the Fund or any person controlling the Fund or controlling the Adviser or any director of the Fund; and (ii) any other person, with respect to the Shares. However, the LLC Agreement provides that the Board of Directors will call a meeting of Investors for the purpose of determining whether the Fund should be dissolved in the event that the Fund does not at least once during any 24-month period repurchase any of the Shares tendered in accordance with the procedures determined by the Board of Directors from time to time.

The Fund’s assets will be reduced by the amount of the tendered Shares that are purchased by the Fund. Thus, income relative to assets may be affected by the Offer. The purchase of Shares pursuant to the Offer will have the effect of increasing the proportionate interest in the Fund of Investors who do not tender Shares. Investors who retain their Shares may be subject to increased risks due to the reduction in the Fund’s aggregate assets resulting from payment for the Shares tendered. These risks include the potential for greater volatility due to decreased diversification. However, the Fund believes that this result is unlikely given the nature of the Fund’s investment program and the amount of the Offer. A reduction in the aggregate assets of the Fund may result in Investors who 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. These effects may be reduced or eliminated to the extent that new and existing Investors make additional purchases of Shares from time to time, although there can be no assurance that such additional purchases will occur. Payment for Shares purchased pursuant to this Offer may also require the Fund to liquidate portfolio holdings earlier than the Adviser would otherwise have caused these holdings to be liquidated, potentially resulting in losses or increased investment related expenses.

 

 

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Shares that are tendered to the Fund in connection with this Offer will be retired, although the Fund may issue new Shares from time to time in the course of its public offering of Shares. The Fund currently expects that it will accept purchases of Shares as of the first business day of each month, but is under no obligation to do so.

Net Assets of the Fund

 

June 30, 2021

   $ 182,004,244                                             

July 31, 2021

   $ 181,118,219   

August 31, 2021

   $ 183,667,750 (estimate)   

September 1, 2021

   $ 183,667,750 (estimate made with September 1 subscriptions)   

 

3.   Offer to Purchase and Price

The Fund will, on the terms and subject to the conditions of the Offer, purchase up to $44,500,000 of Shares that are properly tendered by Investors, and not withdrawn (in accordance with Section 6 below), before 12:00 midnight, Eastern Time, on the Expiration Date, which is October 27, 2021, unless the Offer is extended and not withdrawn. The Fund reserves the right to extend, amend or cancel the Offer as described in Sections 4 and 8 below. The purchase price of Shares tendered and accepted for purchase will be the net asset value as of the close of the Valuation Date, payable as set forth in Section 7. The Fund reserves the right to adjust the Valuation Date to correspond with any extension of the Offer.

As of the start of business on September 1, 2021, the Fund had approximately $183,667,750 in Shares outstanding (based on the unaudited net asset value of such Shares and including purchases made as of September 1, 2021). Investors may obtain monthly estimated net asset value information, which the Fund calculates based on information the Master Fund receives from the managers of investment funds in which the Master Fund invests, as of the most recent month-end, by contacting the Fund at the telephone number or address set forth on page 2, Monday through Friday, except holidays, during normal business hours of 8:30 a.m. to 5:30 p.m., Eastern Time. The value of an Investor’s Shares will likely change between any such date and the Valuation Date, which is December 31, 2021, unless the Offer is extended, when the value of the Shares tendered by Investors will be determined for purposes of calculating the purchase price of Shares tendered and accepted for purchase.

 

4.   Amount of Tender

The Offer is being made to all Investors and is not conditioned on any minimum amount of Shares being tendered. Investors may tender all or a portion of their Shares. Partial tenders are subject to maintenance of a minimum account balance of at least $25,000 in the Fund, subject to the conditions set forth below. If the tender amount would cause the account balance to fall below $25,000, the Fund reserves the right to reduce the amount to be purchased so that a minimum $25,000 account balance is maintained.

If the amount of Shares that are properly tendered pursuant to the Offer and not withdrawn pursuant to Section 6 below is less than or equal to $44,500,000 (or such greater amount as the Fund may elect to purchase pursuant to the Offer), the Fund will, on the terms and subject to the conditions of the Offer, purchase all of the tendered Shares unless the Fund elects to cancel or amend the Offer, or postpone acceptance of tenders made pursuant to the Offer, as provided in Section 8 below. If more than $44,500,000 of Shares are duly tendered to the Fund prior to the expiration of the Offer and not withdrawn pursuant to Section 6 below, 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 (the “Exchange Act”); (b) extend the Offer, if necessary, and increase the amount of Shares that the Fund is offering to purchase to an amount it believes sufficient to accommodate the excess Shares tendered as well as any Shares tendered during the extended Offer; or (c) accept a portion of each Investor’s Shares tendered prior to or on 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 Section 8 below.

 

 

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5.   Procedure for Tenders

Investors who are clients of certain brokers may be instructed in the cover letter to this Offer to contact their financial intermediary directly in order to have the Fund purchase all or any portion of their Shares. Such Investors must contact their financial intermediary to ensure the proper completion and submission of the necessary documentation.

Unless otherwise instructed in the cover letter to this Offer, Investors wishing to tender Shares pursuant to the Offer should complete and execute a Letter of Transmittal either: (i) by mail to Grosvenor Funds, c/o BNY Mellon TA Alternative Investment RIC Funds, 4400 Computer Drive, Westborough, MA 01581, or (ii) by e-mail to [email protected] (please include the words “Grosvenor Fund Tender Documents” in the subject line). The completed and executed Letter of Transmittal must be received by the Fund, and in good order, no later than the Expiration Date. The Fund recommends that mailed documents be submitted to the Fund via certified mail, return receipt requested.

Investors wishing the Fund to confirm receipt of a Letter of Transmittal should include their e-mail address at the designated place on the Letter of Transmittal. The method of delivery of any documents is at the election and complete risk of the Investor tendering Shares, including, but not limited to, the failure of the Fund to receive any Letter of Transmittal or other document. All questions as to the validity, form, eligibility (including time of receipt) and acceptance of tenders will be determined by the Fund, in its sole discretion, and such determination shall be final and binding.

The Fund reserves the absolute right to reject any or all tenders determined by it not to be in appropriate form or the acceptance of or payment for which would, in the opinion of counsel for the Fund, be unlawful. The Fund also reserves the absolute right to waive any of the conditions of the Offer or any defect in any tender with respect to any particular Shares or any particular Investor, 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 a tender must be cured within such time as the Fund shall determine. A tender will not be deemed to have been made until the defects or irregularities relating to that tender have been cured or waived. None of the Fund, the Adviser, or the Board of Directors is obligated to give notice of any defects or irregularities in tenders, nor will any of them incur any liability for failure to give such notice.

 

6.   Withdrawal Rights

Pursuant to Rule 13e-4 of the Exchange Act, any Investor tendering Shares pursuant to this Offer may withdraw the tender at any time before 12:00 midnight, Eastern Time, on the Expiration Date, which is October 27, 2021, unless the Offer is extended, and, if the Fund has not yet accepted an Investor’s tender of Shares at any time on or before November 23, 2021 (i.e., 40 business days from the commencement of the Offer), an Investor may withdraw its tender of Shares after November 23, 2021. To be effective, any notice of withdrawal must be timely received by the Fund at the address set forth on page 2. A form of notice of withdrawal of a tender is enclosed and is also available by calling the Fund at the telephone number indicated on page 2. The Fund determines questions as to the form and validity (including time of receipt) of notices of withdrawal, in its sole discretion, and its determinations are final and binding. Shares subject to a tender that has been properly withdrawn are not thereafter deemed to be tendered for purposes of the Offer. However, withdrawn Shares may be tendered again prior to the Expiration Date by following the procedures described in Section 5.

 

7.   Purchases and Payment

For purposes of the Offer, the Fund will be deemed to have accepted for purchase Shares that are tendered as of when it gives written notice to the tendering Investors of its election to purchase the Investor’s Shares. As stated in Section 3 above, the purchase price of Shares tendered by any Investor and accepted for purchase will be the net asset value thereof as of the Valuation Date, which is December 31, 2021, if the Offer expires on the Initial Expiration Date, and otherwise the next occurring last business day of a calendar month which is at least sixty-five (65) days after the date on which the Offer expires.

 

 

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An Investor whose Shares are tendered and accepted for purchase by the Fund will receive as consideration a non-interest bearing, non-transferable promissory note, to be held for such Investor by the Administrator, entitling the Investor to receive an initial payment in cash and/or marketable securities (valued in accordance with the LLC Agreement) equal to at least 95% of the unaudited net asset value of the Shares tendered and accepted for purchase by the Fund, determined as of the Valuation Date (the “Initial Payment”). Payment of this amount will be made to the Investor within (a) thirty-five (35) calendar days after the Valuation Date or (b) ten business days after the Master Fund has received at least 90% of the aggregate amount withdrawn by the Master Fund from any investment funds, if the Master Fund has requested withdrawals of its capital from such investment funds in order to fund the purchase of Shares. The promissory note also will entitle the Investor to receive a contingent payment in cash and/or marketable securities equal to the excess, if any, of (a) the net asset value of the Shares tendered and accepted for purchase by the Fund as of the Valuation Date (as it may be adjusted based upon subsequent revisions, if any, to the net asset values of the investment funds upon which the Fund’s determination of its net asset value is based) over (b) the Initial Payment (the “Contingent Payment”). The Contingent Payment, if any, will generally be payable within 120 days after the Valuation Date. The Fund will deposit into a segregated account an amount equal to the Contingent Payment. Any interest earned on these deposited amounts is for the benefit of the Fund and will not be paid to tendering Investors as part of any Contingent Payment. The Fund reserves the right to purchase less than the amount the Investor tenders if the purchase would cause the Investor’s account to have a balance of less than $25,000.

Although the Fund has retained the option to pay all or a portion of the purchase price by distributing marketable securities, the purchase price will be paid entirely in cash except in the unlikely event that the Board of Directors determines that the distribution of securities is necessary to avoid or mitigate any adverse effect of the Offer on the remaining Investors.

Any promissory notes paid to tendering Investors will be held for each Investor by the Administrator. Proceeds of the Initial Payment and any Contingent Payment will be wire transferred directly to the account designated by the Investor. Cash payments wired directly to such Investor accounts may be subject upon withdrawal from the account to any fees that the institution at which the account is held would customarily assess upon the withdrawal of cash from the account.

It is expected that cash payments for Shares acquired pursuant to the Offer will not exceed $44,500,000 (unless the Fund elects to purchase a greater amount) and will be derived from: (a) cash on hand; (b) withdrawal of capital derived from one or more of the investment funds in which the Master Fund invests; (c) the proceeds of the sale of securities and portfolio assets held by the Fund; or (d) possibly borrowings, as described below. There are no material conditions to the financing of the transaction. There are currently no alternative financing plans or arrangements for the transaction. The Fund will segregate, with its custodian, cash or U.S. government securities or other liquid securities equal to the value of the amount estimated to be paid under the promissory notes, as described above. None of the Fund, the Adviser, the Board of Directors or any of the officers of the Fund have determined at this time to borrow funds to purchase tendered Shares in connection with the Offer. However, depending on the dollar amount of Shares tendered and prevailing general economic and market conditions, the Fund, in its sole discretion, may decide to fund any portion of the purchase price, subject to compliance with applicable law, through borrowings. The Fund expects that the repayment of any amounts borrowed will be financed from additional funds contributed to the Fund by existing or new Investors, withdrawal of capital derived from the investment funds in which the Master Fund invests, or from the proceeds of the sale of securities and portfolio assets held by the Fund.

The repurchase of Shares is subject to regulatory requirements imposed by the Securities and Exchange Commission. The Fund’s repurchase procedures are intended to comply with such requirements. However, in the event that the Board of Directors determines that modification of the repurchase procedures described above is required or appropriate, the Board of Directors will adopt revised repurchase procedures as necessary to ensure the Fund’s compliance with applicable regulations or as the Board of Directors in its sole discretion deems appropriate. Following the commencement of an offer to repurchase Shares, the Fund may suspend or cancel such offer in certain circumstances upon the determination of a majority of the Board of Directors, including a majority of the directors that are “not interested” as that term is defined under the Investment Company Act of 1940, as amended (the “1940 Act”), that such suspension, postponement or termination is advisable for the Fund and its Investors, including, without limitation, circumstances as a result of which it is not reasonably practicable for the Fund to dispose of its investments, to determine the value of its net assets, or other unusual circumstances.

 

 

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Each Investor whose Shares have been accepted for repurchase will continue to be an Investor of the Fund until the Valuation Date (and thereafter if it has tendered only some of its Shares) and may exercise its voting rights with respect to the repurchased Shares until the Valuation Date. Moreover, the account maintained in respect of an Investor whose Shares have been accepted for repurchase will be adjusted for the net profits or net losses of the Fund through the Valuation Date, and such Investor’s account shall not be adjusted for the amount withdrawn, as a result of the repurchase, prior to the Valuation Date.

 

8.   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 Investors of the extension and of the new Expiration Date. In the event that the Fund so elects to extend the tender period, the Valuation Date for the purpose of determining the purchase price for tendered Shares will be the next occurring last business day of a calendar month which is at least sixty-five days (65) from the new Expiration 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: (a) to cancel or suspend the Offer in the circumstances set forth in the following paragraph and in the event of such cancellation or suspension not to purchase or pay for any Shares tendered pursuant to the Offer; (b) to amend the Offer; or (c) to 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 Investors.

Please note that the Fund has the right to cancel, amend or postpone this Offer at any time prior to the Expiration Date. The Fund may cancel or suspend the Offer if: (a) the Master Fund would not be able to liquidate portfolio securities in a manner that is orderly and consistent with the Master Fund’s investment objectives and policies in order to purchase Shares tendered pursuant to the Offer; (b) there is, in the judgment of the Board of Directors, any (i) legal action or proceeding instituted or threatened challenging the Offer or otherwise materially adversely affecting the Fund, (ii) declaration of a banking moratorium by federal or state authorities or any suspension of payment by banks in the United States that is material to the Fund, (iii) limitation imposed by federal or state authorities on the extension of credit by lending institutions, (iv) suspension of trading on any organized exchange or over-the-counter market where the Master Fund has a material investment, (v) international or national calamity directly or indirectly involving the United States that is material to the Master Fund or the Fund, (vi) material decrease in the net asset value of the Fund from the net asset value of the Fund as of commencement of the Offer, or (vii) other event or condition that would have a material adverse effect on the Master Fund, the Fund or its Investors if Shares tendered pursuant to the Offer were purchased; or (c) the Board of Directors 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 cancel or suspend the Offer.

 

9.   Certain Information About the Fund

The Fund is registered under the 1940 Act, as a closed-end, diversified, management investment company. It is organized as a Delaware limited liability company. The principal office of the Fund is located at 900 North Michigan Avenue, Suite 1100, Chicago, Illinois 60611 and its telephone number is (312) 506-6500. The president and principal financial officer of the Fund are Scott J. Lederman and Kathleen P. Sullivan, respectively. Their address is c/o Grosvenor Registered Multi-Strategy Fund (TI 1), LLC, 900 North Michigan Avenue, Suite 1100, Chicago, Illinois 60611 and the telephone number is (312) 506-6500. The principal executive office of the Adviser is located at 900 North Michigan Avenue, Suite 1100, Chicago, Illinois 60611 and it may be reached at (312) 506-6500. The members of the Board of Directors are Henry S. Bienen, Alan Brott, Brian P. Gallagher, Scott J. Lederman, Victor J. Raskin and Thomas G. Yellin. Their address is c/o the Fund at 900 North Michigan Avenue, Suite 1100, Chicago, Illinois 60611 and their telephone number is (312) 506-6500. Shares are not traded on any established trading market and are subject to strict restrictions on transferability pursuant to the LLC Agreement.

Except as described below, none of the Fund, the Adviser, or the Board of Directors has 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 of Shares on the first business day of each month) or the disposition of Shares; (b) an extraordinary corporate 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 (although the Fund may decide to borrow

 

 

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Page 9


amounts necessary to repurchase all or a portion of the tendered Shares); (d) a sale or transfer of a material amount of assets of the Fund (other than as the Board of Directors determines may be necessary or appropriate to fund any portion of the purchase price for Shares acquired pursuant to this Offer or in connection with ordinary portfolio transactions of the Fund); (e) any other material change in the Fund’s structure or business, including any plans or proposals to make any changes in its fundamental investment policies for which a vote would be required by Section 13 of the 1940 Act; (f) any changes in the LLC Agreement or other actions that may impede the acquisition of control of the Fund by any person; or (g) any change in the identity of the Adviser or the officers or the directors of the Fund or in the management of the Fund including, but not limited to, any plans or proposals to change the number or the term of members of the Board of Directors, or to fill any existing vacancy on the Board of Directors or to change any material term of the investment advisory arrangement with the Adviser.

To the Fund’s knowledge, no executive officer, director, or other affiliate plans to tender, and the Fund presently has no plans to purchase the Shares owned by any executive officer, director or other affiliate of the Fund pursuant to the Offer.

Other than the acceptance of purchases as of August 1, 2021, and September 1, 2021, and the previous tender offer for the repurchase of Shares, there have been no transactions involving the Shares that were effected during the past 60 days by the Fund, the Adviser, and any director or officer of the Fund, or any person controlling the Fund or the Adviser. The Fund’s previous tender offer for the repurchase of Shares had an expiration date of July 27, 2021.

 

10.   Certain Federal Income Tax Consequences

The following discussion is a general summary of the federal income tax consequences of the purchase of Shares by the Fund from Investors pursuant to the Offer. Investors should consult their own tax advisers for a complete description of the tax consequences of a purchase of their Shares by the Fund pursuant to the Offer.

The repurchase of Shares by the Fund may result in a taxable gain or loss to the tendering Investor. Different tax consequences may apply for tendering and non-tendering Investors in connection with a repurchase offer. For example, if an Investor does not tender all of his or her Shares, such repurchase might not be treated as an exchange for U.S. federal income tax purposes and might result in deemed distributions to non-tendering Investors. On the other hand, Investors who tender all of their Shares (including Shares deemed owned by Investors under constructive ownership rules) will be treated as having sold their Shares and generally will realize a capital gain or loss. Such gain or loss is measured by the difference between the Investor’s amount received and his or her adjusted tax basis of the Shares. For non-corporate Investors, gain or loss from the transfer or repurchase of Shares generally will be taxable at a U.S. federal income tax rate dependent upon the length of time the Shares were held. Shares held for a period of one year or less at the time of such repurchase or transfer will, for U.S. federal income tax purposes, generally result in short-term capital gains or losses, and those held for more than one year will generally result in long-term capital gains or losses.

Additionally, any loss realized on a disposition of Shares of the Fund may be disallowed under “wash sale” rules to the extent the repurchased Shares are replaced with other Shares of the Fund within a period of 61 days beginning 30 days before and ending 30 days after the Shares are repurchased by the Fund, such as pursuant to a dividend reinvestment in Shares of the Fund. If disallowed, the loss will be reflected in an upward adjustment to the basis of the Shares acquired.

Pursuant to Treasury Regulations directed at tax shelter activity, taxpayers are required to disclose to the Internal Revenue Service certain information on Form 8886 if they participate in a “reportable transaction.” A transaction may be a “reportable transaction” based upon any of several indicia with respect to an Investor, including the recognition of a loss in excess of certain thresholds (for individuals, $2 million in one year or $4 million in any combination of years). Investors should consult their own tax advisers concerning any possible disclosure obligation with respect to their investment in Shares.

 

 

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11.   Miscellaneous

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

The Fund has filed an Issuer Tender Offer Statement on Schedule TO with the Securities and Exchange Commission, which includes certain information relating to the Offer. A copy of this statement may be obtained from the Fund by contacting the Fund at the address and telephone number set forth on page 2 or from the Securities and Exchange Commission’s internet website, http://www.sec.gov. For a fee, a copy may be obtained from the public reference office of the Securities and Exchange Commission at 100 F Street, N.E., Washington, DC 20549. (For more information about its operation, call (202) 551-8090).

 

12.   Financial Statements

The following financial statements of the Fund, which the Fund has prepared and furnished to Investors pursuant to Rule 30e-1 under the 1940 Act and filed with the Securities and Exchange Commission pursuant to Rule 30b2-1 under the 1940 Act, are incorporated by reference in their entirety: audited financial statements for the period ended March 31, 2020, previously filed with the Securities and Exchange Commission on EDGAR on Form N-CSR on June 9, 2020 (Accession No. 0001193125-20-164464) and audited financial statements for the period ended March 31, 2021, previously filed with the Securities and Exchange Commission on EDGAR on Form N-CSR on June 7, 2021 (Accession No. 0001193125-21-184178).

Copies of these financial statements may be obtained by visiting the SEC’s website at www.sec.gov or may be obtained free of charge by calling the Fund at (877) 355-1469.

 

 

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LOGO

LETTER OF TRANSMITTAL

REGARDING

SHARES OF LIMITED LIABILITY COMPANY INTEREST

IN

GROSVENOR REGISTERED MULTI-STRATEGY FUND (TI 1), LLC

TENDERED PURSUANT TO THE OFFER TO PURCHASE

DATED SEPTEMBER 27, 2021

 

The Offer will expire

at, and this Letter of Transmittal must be

received by, 12:00 midnight, Eastern Time,

on Wednesday, October 27, 2021, unless the Offer is extended.

Complete this Letter of Transmittal and Return by Mail or E-Mail:

By Mail:

Grosvenor Funds

c/o BNY Mellon TA Alternative Investment RIC Funds

4400 Computer Drive

Westborough, MA 01581

Phone: (877) 355-1469

By E-Mail:

[email protected]

Please include the words “Grosvenor Funds Tender Documents” in the subject line.

 

 

Letter of Transmittal – TI 1 (GSLLC)

  

 

Page 1


Ladies and Gentlemen:

The undersigned hereby tenders to Grosvenor Registered Multi-Strategy Fund (TI 1), LLC, a closed-end, diversified, management investment company organized under the laws of the State of Delaware (the “Fund”), the shares of limited liability company interest (“Shares”) in the Fund or portion thereof held by the undersigned, described and specified below, on the terms and conditions set forth in the offer to purchase dated September 27, 2021 (“Offer to Purchase”), receipt of which is hereby acknowledged, and in this Letter of Transmittal (which together constitute the “Offer”). All capitalized terms used herein have the meaning as defined in the Fund’s LLC Agreement. The tender and this Letter of Transmittal are subject to all the terms and conditions set forth in the Offer to Purchase, including, but not limited to, the absolute right of the Fund to reject any and all tenders determined by it, in its sole discretion, not to be received timely and in the appropriate form.

The undersigned hereby sells to the Fund the Shares of the Fund tendered hereby pursuant to the Offer. The undersigned hereby warrants that the undersigned has full authority to sell the Shares tendered hereby and that the Fund will acquire good title thereto, free and clear of all liens, charges, encumbrances, conditional sales agreements or other obligations relating to the sale thereof, and not subject to any adverse claim, when and to the extent the same are purchased by the Fund. Upon request, the undersigned will execute and deliver any additional documents necessary to complete the sale in accordance with the terms of the Offer.

The undersigned recognizes that under certain circumstances set forth in the Offer, the Fund may not be required to purchase any of the Shares of the Fund or portion thereof tendered hereby. The undersigned recognizes that, if the Offer is oversubscribed, not all the undersigned’s Shares of the Fund may be purchased.

The undersigned acknowledges that this Letter of Transmittal must be received by the Fund by either mail or e-mail by 12:00 midnight, Eastern Time, on October 27, 2021, and that the method of delivery of any document is at the election and the complete risk of the undersigned, including, but not limited to, the failure of the Fund, to receive any Letter of Transmittal or other document.

A non-transferable, non-interest bearing promissory note for the purchase price will be paid to the undersigned if the Fund accepts for purchase the Shares tendered hereby. The undersigned acknowledges that the promissory note will be held for the undersigned by BNY Mellon Investment Servicing (U.S.) Inc., the Fund’s administrator. The cash payment(s) of the purchase price for the Shares tendered by the undersigned and accepted for purchase by the Fund will be made by wire transfer of the proceeds to the undersigned’s account of record, or wire transferred directly to the account designated by the Investor in this Letter of Transmittal. The undersigned hereby represents and warrants that the undersigned understands that upon a withdrawal of such cash payment from the account, the institution at which the account is held may subject such withdrawal to any fees that it would customarily assess upon the withdrawal of cash from such account. The undersigned hereby represents and warrants that the undersigned understands that any payment in the form of marketable securities would be made by means of special arrangement with the tendering member in the sole discretion of the Fund’s Board of Directors.

If the undersigned’s Shares are tendered and accepted for purchase, the promissory note will also provide for a contingent payment portion of the purchase price, if any, as described in Section 7 of the Offer to Purchase. Any contingent payment of cash due pursuant to a note will also be made by wire transfer to the undersigned’s account as designated in this Letter of Transmittal. The undersigned recognizes that the amount of the purchase price for Shares will be based on the unaudited net asset value of the Fund as of December 31, 2021 (the “Valuation Date”), subject to an extension of the Offer as described in Section 8 of the Offer to Purchase. The contingent payment portion of the purchase price, if any, will generally be made within 120 days of the Valuation Date.

All authority herein conferred or agreed to be conferred shall survive the death or incapacity of the undersigned and the obligation of the undersigned hereunder shall be binding on the heirs, personal representatives, successors and assigns of the undersigned. Except as stated in Section 6 of the Offer to Purchase, this tender is irrevocable.

 

 

Letter of Transmittal – TI 1 (GSLLC)

  

 

Page 2


If you do not want to sell your Shares at this time, please disregard this notice. This is simply notification of the Fund’s tender offer. If you decide to tender, you are responsible for confirming that the Fund has received your documents in good order.

 

PART 1 – Name
Name of Investor:                                                                                                                                                         
Address of Investor:                                                                                                                                                     
Account Number:                                                                             Phone Number:                                                   
E-Mail Address for Confirmation of Receipt:                                                                                                              

 

PART 2 – Amount of Limited Liability Company Shares of the Fund to be Tendered

Please check one:

 

All Shares

 

Portion of Shares expressed as specific dollar value: $                                             

Partial tenders are subject to maintenance of a minimum account balance of at least $25,000. The undersigned understands that if the undersigned tenders an amount that would cause the undersigned’s account balance to fall below $25,000, the Fund reserves the right to reduce the amount to be purchased from the undersigned so a minimum $25,000 account balance is maintained.

 

PART 3 – Payment

The promissory note for the purchase price will be held for you by BNY Mellon Investment Servicing (U.S.) Inc., the Fund’s administrator.

Cash payments will be wire transferred directly to the account designated by the Investor. Cash payments wired directly to such Investor accounts may be subject upon withdrawal from the account to any fees that the institution at which the account is held would customarily assess upon the withdrawal of cash from the account.

 

Wire the proceeds into my account already on file with the Fund.

 

Wire the proceeds to:

 

  

Institution:                                                                                                                      

 

  

ABA Number:                                                                                                                

 

  

Account Number:                                                                                                           

 

  

Account Name:                                                                                                               

 

  

For Further Credit Name:                                                                                                

 

  

For Further Credit Account Number:                                                                             

 

  

Reference Information: Grosvenor Registered Multi-Strategy Fund (TI 1), LLC

PART 4 – Signature(s)

 

 

Letter of Transmittal – TI 1 (GSLLC)

  

 

Page 3


The undersigned Investor acknowledges that this request is subject to all the terms and conditions set forth in the Fund’s Amended and Restated LLC Agreement. The undersigned represents that the undersigned is the beneficial owner of the Shares in the Fund to which this tender request relates, or that the person signing this request is an authorized representative of the tendering Investor.

In the case of joint accounts, each joint holder must sign this tender request. Requests on behalf of a foundation, partnership or any other entity must be accompanied by evidence of the authority of the person(s) signing.

FOR INDIVIDUAL INVESTORS (including spouses invested jointly):

 

 

    

 

Signature of Investor(s) or Authorized Person(s)      Signature of Investor(s) or Authorized Person(s)

 

    

 

Name of Signatory (please print)      Name of Signatory (please print)

 

    

 

Title of Authorized Person (please print)      Title of Authorized Person (please print)

 

    

 

Date      Date

FOR ENTITY INVESTORS (e.g., trusts, endowments, foundations, corporations, and partnerships):

 

 

    

 

Signature of Investor(s) or Authorized Person(s)      Signature of Investor(s) or Authorized Person(s)

 

    

 

Name of Signatory (please print)      Name of Signatory (please print)

 

    

 

Title of Authorized Person (please print)      Title of Authorized Person (please print)

 

    

 

Date      Date

 

    

 

Signature of Investor(s) or Authorized Person(s)      Signature of Investor(s) or Authorized Person(s)

 

    

 

Name of Signatory (please print)      Name of Signatory (please print)

 

    

 

Title of Authorized Person (please print)      Title of Authorized Person (please print)

 

    

 

Date      Date

 

 

Letter of Transmittal – TI 1 (GSLLC)

  

 

Page 4


LOGO

LETTER OF TRANSMITTAL

REGARDING

SHARES OF LIMITED LIABILITY COMPANY INTEREST

IN

GROSVENOR REGISTERED MULTI-STRATEGY FUND (TI 1), LLC

TENDERED PURSUANT TO THE OFFER TO PURCHASE

DATED SEPTEMBER 27, 2021

 

The Offer will expire

at, and this Letter of Transmittal must be

received by, 12:00 midnight, Eastern Time,

on Wednesday, October 27, 2021, unless the Offer is extended.

Should you wish to tender all or any portion of your Shares for repurchase by the Fund during this Offer period, please contact your Portfolio Manager or registered representative, as applicable (each, a “Portfolio Manager/Financial Adviser”), who will enter the order and provide you with a customized Tender Offer Form for your account. Included with this Offer material is a sample Tender Offer Form which is for reference only. The Tender Offer Form generated for your account will need to be signed and returned to your Portfolio Manager/Financial Adviser.

 

 

Letter of Transmittal – TI 1 (ML)

  

 

Page 1


Ladies and Gentlemen:

The undersigned hereby tenders to Grosvenor Registered Multi-Strategy Fund (TI 1), LLC, a closed-end, diversified, management investment company organized under the laws of the State of Delaware (the “Fund”), the shares of limited liability company interest (“Shares”) in the Fund or portion thereof held by the undersigned, described and specified below, on the terms and conditions set forth in the offer to purchase dated September 27, 2021 (“Offer to Purchase”), receipt of which is hereby acknowledged, and in this Letter of Transmittal (which together constitute the “Offer”). All capitalized terms used herein have the meaning as defined in the Fund’s LLC Agreement. The tender and this Letter of Transmittal are subject to all the terms and conditions set forth in the Offer to Purchase, including, but not limited to, the absolute right of the Fund to reject any and all tenders determined by it, in its sole discretion, not to be received timely and in the appropriate form.

The undersigned hereby sells to the Fund the Shares of the Fund tendered hereby pursuant to the Offer. The undersigned hereby warrants that the undersigned has full authority to sell the Shares tendered hereby and that the Fund will acquire good title thereto, free and clear of all liens, charges, encumbrances, conditional sales agreements or other obligations relating to the sale thereof, and not subject to any adverse claim, when and to the extent the same are purchased by the Fund. Upon request, the undersigned will execute and deliver any additional documents necessary to complete the sale in accordance with the terms of the Offer.

The undersigned recognizes that under certain circumstances set forth in the Offer, the Fund may not be required to purchase any of the Shares of the Fund or portion thereof tendered hereby. The undersigned recognizes that, if the Offer is oversubscribed, not all the undersigned’s Shares of the Fund may be purchased.

The undersigned acknowledges that this Letter of Transmittal must be received by the undersigned’s Portfolio Manager/Financial Adviser, who must submit the form and simultaneously enter a trade order into the AI Platform for processing by 12:00 midnight, Eastern Time, on October 27, 2021.

A non-transferable, non-interest bearing promissory note for the purchase price will be paid to the undersigned if the Fund accepts for purchase the Shares tendered hereby. The undersigned acknowledges that the promissory note will be held for the undersigned by BNY Mellon Investment Servicing (U.S.) Inc., the Fund’s administrator. The cash payment(s) of the purchase price for the Shares tendered by the undersigned and accepted for purchase by the Fund will be made by wire transfer of the proceeds to the undersigned’s account at Bank of America, N.A. or an affiliated bank, (collectively “Bank of America”), or wired to the undersigned’s bank account if the undersigned does not have a Bank of America account. The undersigned hereby represents and warrants that the undersigned understands that upon a withdrawal of such cash payment from the account, the institution at which the account is held may subject such withdrawal to any fees that it would customarily assess upon the withdrawal of cash from such account. The undersigned hereby represents and warrants that the undersigned understands that any payment in the form of marketable securities would be made by means of special arrangement with the tendering member in the sole discretion of the Fund’s Board of Directors.

If the undersigned’s Shares are tendered and accepted for purchase, the promissory note will also provide for a contingent payment portion of the purchase price, if any, as described in Section 7 of the Offer to Purchase. Any contingent payment of cash due pursuant to a note will also be made by wire transfer to the undersigned’s account as designated in this Letter of Transmittal. The undersigned recognizes that the amount of the purchase price for Shares will be based on the unaudited net asset value of the Fund as of December 31, 2021 (the “Valuation Date”), subject to an extension of the Offer as described in Section 8 of the Offer to Purchase. The contingent payment portion of the purchase price, if any, will generally be made within 120 days of the Valuation Date.

All authority herein conferred or agreed to be conferred shall survive the death or incapacity of the undersigned and the obligation of the undersigned hereunder shall be binding on the heirs, personal representatives, successors and assigns of the undersigned. Except as stated in Section 6 of the Offer to Purchase, this tender is irrevocable.

If you do not want to sell your Shares at this time, please disregard this notice. This is simply notification of the Fund’s tender offer. If you decide to tender, you are responsible for confirming that the Fund has received your documents in good order.

 

 

Letter of Transmittal – TI 1 (ML)

  

 

Page 2


LOGO

Tender Offer Signature Pages - U.S. Investors Document No.: Client Account No.: These Tender Offer Request Signature Pages (or “Signature Pages”) relate to the client’s (the “Client”) redemption from one or more investment funds (each, a “Fund”). The term “Fund” or “Funds” as used herein refers to each investment fund from which the Client is redeeming as set forth in the Signature Pages. The term “Interest” refers to any unit of participation, share, or other form of interest issued by a Fund. Registration / Client Account Details Account registration and address Account classification Taxpayer identification number Account to debit Exempt payee code Exemption from FATCA reporting code FATCA classifications Document No.: Client Account No.: TENDER_v.0 1 of 4 roDocument No.: Client Account No.: TENDER_v.0 1 of 4


LOGO

Document No.: Client Account No.: Request Tender / Redemption Details Fund Name: Effective Date Cut-off Date Channel Tender Type Units (If Partial) Full Partial Payment Cash payments due pursuant to this request will be made directly to Merrill Lynch, Pierce, Fenner & Smith, Inc. or U.S. Trust, as indicated above, who will facilitate the distribution of proceeds into the Client’s account Signature By executing and submitting these Signature Pages, you acknowledge that this request is subject to all of the terms and conditions set forth in the Offer and the Letter of Transmittal. Except as stated in the Offer, this request is irrevocable. You acknowledge the absolute right of the Fund to reject any and all tenders, including those that the Fund determines, in its sole discretion, are not in the appropriate form. You represent that you are the beneficial owner of the Interests in the Fund to which this request relates, or that the person signing this request is an authorized representative of the redeeming investor. Internal Revenue Code Certification Under penalties of perjury, by signature below, you hereby represent, warrant and certify as follows: (a) the Social Security/ Taxpayer ID Number set forth in these Signature Pages is your true, correct and complete Social Security/Taxpayer ID Number, and you are a U.S. citizen or other United States person (as defined in the instructions to IRS Form W-9); (b) you are not subject to backup withholding because (i) you are exempt from backup withholding, (ii) you have not been notified by the Internal Revenue Service that you are subject to backup withholding as a result of a failure to report all interest or dividends, or (iii) the Internal Revenue Service has notified you that you are no longer subject to backup withholding; and (c) if an exemption from the Foreign Account Tax Compliance Act (FATCA) reporting was requested on this document then you certify that the FATCA code(s) entered on this document, if any, indicating that you are exempt from FATCA reporting is correct. Certification instructions. Check this box if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. The Internal Revenue Service does not require your consent to any provision of this document other than the certifications required to avoid backup withholding. Document No.: Client Account No.: TENDER_v2.0 2 of 4


LOGO

Document No.: Client Account No.: Signature (cont.) Signature 1: Signature 1 Date Signer’s name (please print) Signature 2: Title Signature 2 Date Signer’s name (please print) Signature 3: Title Signature 1 Date Signer’s name (please print) Signature 4: Title Signature 4 Date Signer’s name (please print) Signature 5: Title Signature 5 Date Signer’s name (please print) Signature 6: Title Signature 6 Date Signer’s name (please print) Title Document No.: Client Account No.: TENDER_v2.0 3 of 4


LOGO

Document No.: Client Account No.: Investment Professional Attestation The undersigned Investment Professional hereby certifies that the Client is known to and is a Client of the Investment Professional, and the Investment Professional has had substantive discussions with the Client regarding the Client’s investment objectives. The Investment Professional confirms that he/she has a reasonable basis for believing (i) that all of the representations made by the Client on these Signature Pages are true and correct, (ii) based on information obtained from the Client concerning the Client’s investment objectives, other investments, financial situation and needs, and any other information known to the Investment Professional, that a tender, redemption or withdrawal from the Fund is suitable for the Client, and (iii) that the Client’s contact information on record with the selling agent and as noted on these Signature Pages is true and correct. The Investment Professional confirmed that the Client is aware of the financial terms and risks applicable to a tender, redemption or withdrawal from the Fund and the specific class(es)/tranche(s) and series of Interests issued by each Fund in which the Client currently invests. Investment Professional Name Production No. / UST CAI No.: Investment Professional Signature Date Document No.: Client Account No.: TENDER_v2.0 4 of 4

 


LOGO

LETTER OF TRANSMITTAL

REGARDING

SHARES OF LIMITED LIABILITY COMPANY INTEREST

IN

GROSVENOR REGISTERED MULTI-STRATEGY FUND (TI 1), LLC

TENDERED PURSUANT TO THE OFFER TO PURCHASE

DATED SEPTEMBER 27, 2021

 

 

The Offer will expire

at, and this Letter of Transmittal must be

received by, 12:00 midnight, Eastern Time,

on Wednesday, October 27, 2021, unless the Offer is extended.

Complete this Letter of Transmittal and Return by Mail or E-Mail to:

By Mail:

Grosvenor Funds

c/o BNY Mellon TA Alternative Investment RIC Funds

4400 Computer Drive

Westborough, MA 01581

Phone: (877) 355-1469

By E-Mail:

[email protected]

Please include the words “Grosvenor Funds Tender Documents” in the subject line.

 

 

Letter of Transmittal – TI 1 (Schwab)

  

 

Page 1


Ladies and Gentlemen:

The undersigned hereby tenders to Grosvenor Registered Multi-Strategy Fund (TI 1), LLC, a closed-end, diversified, management investment company organized under the laws of the State of Delaware (the “Fund”), the shares of limited liability company interest (“Shares”) in the Fund or portion thereof held by the undersigned, described and specified below, on the terms and conditions set forth in the offer to purchase dated September 27, 2021 (“Offer to Purchase”), receipt of which is hereby acknowledged, and in this Letter of Transmittal (which together constitute the “Offer”). All capitalized terms used herein have the meaning as defined in the Fund’s LLC Agreement. The tender and this Letter of Transmittal are subject to all the terms and conditions set forth in the Offer to Purchase, including, but not limited to, the absolute right of the Fund to reject any and all tenders determined by it, in its sole discretion, not to be received timely and in the appropriate form.

The undersigned hereby sells to the Fund the Shares of the Fund tendered hereby pursuant to the Offer. The undersigned hereby warrants that the undersigned has full authority to sell the Shares tendered hereby and that the Fund will acquire good title thereto, free and clear of all liens, charges, encumbrances, conditional sales agreements or other obligations relating to the sale thereof, and not subject to any adverse claim, when and to the extent the same are purchased by the Fund. Upon request, the undersigned will execute and deliver any additional documents necessary to complete the sale in accordance with the terms of the Offer.

The undersigned recognizes that under certain circumstances set forth in the Offer, the Fund may not be required to purchase any of the Shares of the Fund or portion thereof tendered hereby. The undersigned recognizes that, if the Offer is oversubscribed, not all the undersigned’s Shares of the Fund may be purchased.

The undersigned acknowledges that this Letter of Transmittal must be received by the Fund by either mail or e-mail by 12:00 midnight, Eastern Time, on October 27, 2021, and that the method of delivery of any document is at the election and the complete risk of the undersigned, including, but not limited to, the failure of the Fund, to receive any Letter of Transmittal or other document.

A non-transferable, non-interest bearing promissory note for the purchase price will be paid to the undersigned if the Fund accepts for purchase the Shares tendered hereby. The undersigned acknowledges that the promissory note will be held for the undersigned by BNY Mellon Investment Servicing (U.S.) Inc., the Fund’s administrator. The cash payment(s) of the purchase price for the Shares tendered by the undersigned and accepted for purchase by the Fund will be made by wire transfer of the proceeds to the undersigned’s account of record, or wire transferred directly to the account designated by the Investor in this Letter of Transmittal. The undersigned hereby represents and warrants that the undersigned understands that upon a withdrawal of such cash payment from the account, the institution at which the account is held may subject such withdrawal to any fees that it would customarily assess upon the withdrawal of cash from such account. The undersigned hereby represents and warrants that the undersigned understands that any payment in the form of marketable securities would be made by means of special arrangement with the tendering member in the sole discretion of the Fund’s Board of Directors.

If the undersigned’s Shares are tendered and accepted for purchase, the promissory note will also provide for a contingent payment portion of the purchase price, if any, as described in Section 7 of the Offer to Purchase. Any contingent payment of cash due pursuant to a note will also be made by wire transfer to the undersigned’s account as designated in this Letter of Transmittal. The undersigned recognizes that the amount of the purchase price for Shares will be based on the unaudited net asset value of the Fund as of December 31, 2021 (the “Valuation Date”), subject to an extension of the Offer as described in Section 8 of the Offer to Purchase. The contingent payment portion of the purchase price, if any, will generally be made within 120 days of the Valuation Date.

All authority herein conferred or agreed to be conferred shall survive the death or incapacity of the undersigned and the obligation of the undersigned hereunder shall be binding on the heirs, personal representatives, successors and assigns of the undersigned. Except as stated in Section 6 of the Offer to Purchase, this tender is irrevocable.

If you do not want to sell your Shares at this time, please disregard this notice. This is simply notification of the Fund’s tender offer. If you decide to tender, you are responsible for confirming that the Fund has received your documents in good order.

 

 

Letter of Transmittal – TI 1 (Schwab)

  

 

Page 2


PART 1 – Name
Name of Investor:                                                                                                                                                          
Address of Investor:                                                                                                                                                      
Schwab Account Number:                                                                  Phone Number:                                                  
E-Mail Address for Confirmation of Receipt:                                                                                                               

 

PART 2 – Amount of Limited Liability Company Shares of the Fund to be Tendered

Please check one:

 

All Shares

 

Portion of Shares expressed as specific dollar value: $                

Partial tenders are subject to maintenance of a minimum account balance of at least $25,000. The undersigned understands that if the undersigned tenders an amount that would cause the undersigned’s account balance to fall below $25,000, the Fund reserves the right to reduce the amount to be purchased from the undersigned so a minimum $25,000 account balance is maintained.

 

PART 3 – Payment

The promissory note for the purchase price will be held for you by BNY Mellon Investment Servicing (U.S.) Inc., the Fund’s administrator.

Cash payments will be wire transferred directly to the Schwab account already on file with the Fund. Cash payments wired directly to such Investor accounts may be subject upon withdrawal from the account to any fees that the institution at which the account is held would customarily assess upon the withdrawal of cash from the account.

 

 

Letter of Transmittal – TI 1 (Schwab)

  

 

Page 3


PART 4 – Signature(s)

The undersigned Investor acknowledges that this request is subject to all the terms and conditions set forth in the Fund’s LLC Agreement. The undersigned represents that the undersigned is the beneficial owner of the Shares in the Fund to which this tender request relates, or that the person signing this request is an authorized representative of the tendering Investor.

In the case of joint accounts, each joint holder must sign this tender request. Requests on behalf of a foundation, partnership or any other entity must be accompanied by evidence of the authority of the person(s) signing.

FOR INDIVIDUAL INVESTORS (including spouses invested jointly):

 

 

    

 

Signature of Investor(s) or Authorized Person(s)      Signature of Investor(s) or Authorized Person(s)

 

    

 

Name of Signatory (please print)      Name of Signatory (please print)

 

    

 

Title of Authorized Person (please print)      Title of Authorized Person (please print)

 

    

 

Date      Date

FOR ENTITY INVESTORS (e.g., trusts, endowments, foundations, corporations, and partnerships):

 

 

    

 

Signature of Investor(s) or Authorized Person(s)      Signature of Investor(s) or Authorized Person(s)

 

    

 

Name of Signatory (please print)      Name of Signatory (please print)

 

    

 

Title of Authorized Person (please print)      Title of Authorized Person (please print)

 

    

 

Date      Date

 

    

 

Signature of Investor(s) or Authorized Person(s)      Signature of Investor(s) or Authorized Person(s)

 

    

 

Name of Signatory (please print)      Name of Signatory (please print)

 

    

 

Title of Authorized Person (please print)      Title of Authorized Person (please print)

 

    

 

Date      Date

 

 

Letter of Transmittal – TI 1 (Schwab)

  

 

Page 4

LOGO

NOTICE OF WITHDRAWAL OF TENDER

Regarding Shares of Limited Liability Company Interest In

Grosvenor Registered Multi-Strategy Fund (TI 1), LLC

Tendered Pursuant to the Offer to Purchase

Dated September 27, 2021

 

The Offer will expire

at, and this Notice of Withdrawal must be

received by, 12:00 midnight, Eastern Time,

on October 27, 2021, unless the Offer is extended.

Complete this Notice of Withdrawal and return by Mail or E-Mail to:

By Mail:

Grosvenor Funds

c/o BNY Mellon TA Alternative Investment RIC Funds

4400 Computer Drive

Westborough, MA 01581

Phone: (877) 355-1469

By E-Mail:

[email protected]

Please include the words “Grosvenor Funds Tender Documents” in the subject line.

You are responsible for confirming that this Notice of Withdrawal is received by the Fund.

 

 

Notice of Withdrawal of Tender – TI 1 (GSLLC)

  

 

Page 1


Ladies and Gentlemen:

The undersigned hereby withdraws the tender of its shares of limited liability company interest (“Shares”) in Grosvenor Registered Multi-Strategy Fund (TI 1), LLC (the “Fund”), for purchase by the Fund that previously was submitted by the undersigned in a Letter of Transmittal dated _____________________.

This tender was in the amount of:

☐ All Shares

☐ Portion of Shares expressed as a specific dollar value: $_____________________

Partial tenders are subject to maintenance of a minimum account balance of at least $25,000. The undersigned understands that if the undersigned tenders an amount that would cause the undersigned’s account balance to fall below $25,000, the Fund reserves the right to reduce the amount to be purchased from the undersigned so a minimum $25,000 account balance is maintained.

The undersigned recognizes that upon submission on a timely basis of this Notice of Withdrawal of Tender, properly executed, the Shares previously tendered will not be purchased by the Fund.

 

FOR INDIVIDUAL INVESTORS (including spouses invested jointly):  

 

Signature of Investor(s) or Authorized Person(s)

            

 

Signature of Investor(s) or Authorized Person(s)

              

 

Name of Signatory (please print)

   

 

Name of Signatory (please print)

 

 

Title of Authorized Person (please print)

   

 

Title of Authorized Person (please print)

 

 

Date

   

 

Date

 
FOR ENTITY INVESTORS (e.g., trusts, endowments, foundations, corporations, and partnerships):  

 

Signature of Investor(s) or Authorized Person(s)

   

 

Signature of Investor(s) or Authorized Person(s)

 

 

Name of Signatory (please print)

   

 

Name of Signatory (please print)

 

 

Title of Authorized Person (please print)

   

 

Title of Authorized Person (please print)

 

 

Date

   

 

Date

 

 

Signature of Investor(s) or Authorized Person(s)

   

 

Signature of Investor(s) or Authorized Person(s)

 

 

Name of Signatory (please print)

   

 

Name of Signatory (please print)

 

 

 

Notice of Withdrawal of Tender – TI 1 (GSLLC)

  

 

Page 2


 

Title of Authorized Person (please print)

            

 

Title of Authorized Person (please print)

              

 

Date

   

 

Date

 

 

 

Notice of Withdrawal of Tender – TI 1 (GSLLC)

  

 

Page 3


LOGO

NOTICE OF WITHDRAWAL OF TENDER

Regarding Shares of Limited Liability Company Interest In

Grosvenor Registered Multi-Strategy Fund (TI 1), LLC

Tendered Pursuant to the Offer to Purchase

Dated September 27, 2021

 

 

The Offer will expire

at, and this Notice of Withdrawal must be
received by, 12:00 midnight, Eastern Time,

on October 27, 2021, unless the Offer is extended.

 

Complete this Notice of Withdrawal and return by Mail, Fax or E-Mail to your Portfolio Manager, Financial Adviser or registered representative, as applicable.

You are responsible for confirming that this Notice of Withdrawal is received by your Portfolio Manager, Financial Adviser or registered representative, as applicable.

 

 

Notice of Withdrawal of Tender – TI 1 (ML)

 

  

 

Page 1


Ladies and Gentlemen:

The undersigned hereby withdraws the tender of its shares of limited liability company interest (“Shares”) in Grosvenor Registered Multi-Strategy Fund (TI 1), LLC (the “Fund”), for purchase by the Fund that previously was submitted by the undersigned in a Letter of Transmittal dated                                 .

This tender was in the amount of:

☐ All Shares

☐ Portion of Shares expressed as number of units:                                

Partial tenders are subject to maintenance of a minimum account balance of at least $25,000. The undersigned understands that if the undersigned tenders an amount that would cause the undersigned’s account balance to fall below $25,000, the Fund reserves the right to reduce the amount to be purchased from the undersigned so a minimum $25,000 account balance is maintained.

The undersigned recognizes that upon submission on a timely basis of this Notice of Withdrawal of Tender, properly executed, the Shares previously tendered will not be purchased by the Fund.

 

FOR INDIVIDUAL INVESTORS (including spouses invested jointly):  

 

Signature of Investor(s) or Authorized Person(s)

            

 

Signature of Investor(s) or Authorized Person(s)

              

 

Name of Signatory (please print)

   

 

Name of Signatory (please print)

 

 

Title of Authorized Person (please print)

   

 

Title of Authorized Person (please print)

 

 

Date

   

 

Date

 
FOR ENTITY INVESTORS (e.g., trusts, endowments, foundations, corporations, and partnerships):  

 

Signature of Investor(s) or Authorized Person(s)

   

 

Signature of Investor(s) or Authorized Person(s)

 

 

Name of Signatory (please print)

   

 

Name of Signatory (please print)

 

 

Title of Authorized Person (please print)

   

 

Title of Authorized Person (please print)

 

 

Date

   

 

Date

 

 

Signature of Investor(s) or Authorized Person(s)

   

 

Signature of Investor(s) or Authorized Person(s)

 

 

Name of Signatory (please print)

   

 

Name of Signatory (please print)

 

 

 

Notice of Withdrawal of Tender – TI 1 (ML)

 

  

 

Page 2


 

Title of Authorized Person (please print)

            

 

Title of Authorized Person (please print)

              

 

Date

   

 

Date

 

 

 

Notice of Withdrawal of Tender – TI 1 (ML)

 

  

 

Page 3


LOGO

NOTICE OF WITHDRAWAL OF TENDER

Regarding Shares of Limited Liability Company Interest In

Grosvenor Registered Multi-Strategy Fund (TI 1), LLC

Tendered Pursuant to the Offer to Purchase

Dated September 27, 2021

 

The Offer will expire

at, and this Notice of Withdrawal must be

received by, 12:00 midnight, Eastern Time,

on October 27, 2021, unless the Offer is extended.

Complete this Notice of Withdrawal and return by Mail, E-Mail or Fax to:

By Mail:

Grosvenor Funds

c/o BNY Mellon TA Alternative Investment RIC Funds

4400 Computer Drive

Westborough, MA 01581

Phone: (877) 355-1469

By E-Mail:

[email protected]

Please include the words “Grosvenor Funds Tender Documents” in the subject line.

By Fax:

(508) 599-6042

You are responsible for confirming that this Notice of Withdrawal is received by the Fund.

 

 

Notice of Withdrawal of Tender – TI 1 (Schwab)

 

  

 

Page 1


Ladies and Gentlemen:

The undersigned hereby withdraws the tender of its shares of limited liability company interest (“Shares”) in Grosvenor Registered Multi-Strategy Fund (TI 1), LLC (the “Fund”), for purchase by the Fund that previously was submitted by the undersigned in a Letter of Transmittal dated                     .

Schwab Account Number:                                    

This tender was in the amount of:

☐ All Shares

☐ Portion of Shares expressed as a specific dollar value: $                        

Partial tenders are subject to maintenance of a minimum account balance of at least $25,000. The undersigned understands that if the undersigned tenders an amount that would cause the undersigned’s account balance to fall below $25,000, the Fund reserves the right to reduce the amount to be purchased from the undersigned so a minimum $25,000 account balance is maintained.

The undersigned recognizes that upon submission on a timely basis of this Notice of Withdrawal of Tender, properly executed, the Shares previously tendered will not be purchased by the Fund.

 

FOR INDIVIDUAL INVESTORS (including spouses invested jointly):  

 

Signature of Investor(s) or Authorized Person(s)

            

 

Signature of Investor(s) or Authorized Person(s)

              

 

Name of Signatory (please print)

   

 

Name of Signatory (please print)

 

 

Title of Authorized Person (please print)

   

 

Title of Authorized Person (please print)

 

 

Date

   

 

Date

 
FOR ENTITY INVESTORS (e.g., trusts, endowments, foundations, corporations, and partnerships):  

 

Signature of Investor(s) or Authorized Person(s)

   

 

Signature of Investor(s) or Authorized Person(s)

 

 

Name of Signatory (please print)

   

 

Name of Signatory (please print)

 

 

Title of Authorized Person (please print)

   

 

Title of Authorized Person (please print)

 

 

Date

   

 

Date

 

 

Signature of Investor(s) or Authorized Person(s)

   

 

Signature of Investor(s) or Authorized Person(s)

 

 

Name of Signatory (please print)

   

 

Name of Signatory (please print)

 

 

 

Notice of Withdrawal of Tender – TI 1 (Schwab)

 

 

  

 

Page 2


 

Title of Authorized Person (please print)

            

 

Title of Authorized Person (please print)

              

 

Date

   

 

Date

 

 

 

Notice of Withdrawal of Tender – TI 1 (Schwab)

 

  

 

Page 3

LOGO

THIS LETTER IS BEING SENT TO YOU BECAUSE YOU TENDERED SHARES OF YOUR LIMITED

LIABILITY COMPANY INTEREST IN THE FUND, OR PORTION THEREOF

Date

Investor Name

Address

City/State/Zip

Dear <<Investor Name>>:

<<Fund Name>> (the “Fund”) has received and accepted for repurchase your tender of shares of your limited liability company interest (“Shares”), or portion thereof, in the Fund.

Because you have requested to tender and the Fund has accepted your tender request of all or a portion of your Shares of the Fund, you will receive payment for your tendered interest based on the estimated unaudited net asset value of your tendered Shares as of December 31, 2021 (the “Valuation Date”).

You will receive an “Initial Payment” equal to at least 95% of the estimated unaudited net asset value of your tendered Shares of the Fund as of the Valuation Date, and a “Contingent Payment”.

Your Initial Payment will be deposited into your account of record, or wired to the account that you designated in your Letter of Transmittal, no later than February 4, 2022, unless the Valuation Date has changed, or if the Master Fund has requested withdrawals of its capital from any Investment Funds in order to fund the repurchase of interests, within 10 business days after the Master Fund has received at least 90% of the aggregate amount withdrawn by the Master Fund from such Investment Funds, and provided that your account retains the required minimum balance, in accordance with the terms of the tender offer. Your Contingent Payment, if applicable, will generally be paid to you within 120 days of the Valuation Date. You will remain a member of the Fund with respect to any Shares of the Fund that you did not tender.

Your Contingent Payment is expected to be in an amount equal to the excess, if any, of (a) the net asset value of the Shares tendered and purchased as of the Valuation Date (as may or may not be adjusted based upon subsequent revisions to the net asset values of the Investment Funds) over (b) the Initial Payment.

If you have any questions, please contact the Fund at (877) 355-1469. Investors, who invested in the Fund through a financial intermediary, should contact their financial intermediary directly.

Sincerely,

Fund Name

cc:

Enclosure

 

 

900 North Michigan Avenue, Suite 1100 | Chicago, Illinois 60611 | T 312.506.6500 | F 312.506.6888 | gcmlp.com

Distributed Through GRV Securities LLC


LOGO

THIS LETTER IS BEING SENT TO YOU BECAUSE YOU TENDERED SHARES OF YOUR LIMITED

LIABILITY COMPANY INTEREST IN THE FUND, OR PORTION THEREOF.

Date

Investor Name

Address

City/State/Zip

Dear <<Investor Name>>:

<<Fund Name>> (the “Fund”) has received and accepted for repurchase your tender of shares of your limited liability company interest (“Shares”), or portion thereof, in the Fund. Please refer to your investor statement for December 31, 2021 (the “Valuation Date”), which reflects the Fund’s repurchase of your tendered Shares.

An “Initial Payment” equal to at least 95% of the estimated unaudited net asset value of your tendered Shares of the Fund as of the Valuation Date was deposited into or wire transferred to the account that you designated in your Letter of Transmittal on <<Date Deposited/Wired>>. You will receive a “Contingent Payment” as described in the Fund’s acceptance letter to you dated <<Date of Letter>> and in accordance with the terms of the tender offer.

Please note that your account is subject to the Fund’s required minimum balance, and that you remain a member of the Fund with respect to any Shares of the Fund that you did not tender.

If you have any questions, please contact the Fund at (877) 355-1469. Investors, who invested in the Fund through a financial intermediary, should contact their financial intermediary directly.

Sincerely,

Fund Name

cc:

Enclosure

 

 

 

 

900 North Michigan Avenue, Suite 1100 | Chicago, Illinois 60611 | T 312.506.6500 | F 312.506.6888 | gcmlp.com

Distributed Through GRV Securities LLC


LOGO

 

CLIENT NAME:     
VALUATION OF TENDER:      <<Valuation Date>>
UNAUDITED FULL VALUE OF ACCOUNT AS OF xx/xx/20xx:      $
TYPE OF TENDER:      «Type_of_Tender»
% PAYABLE PURSUANT TO MEMBERSHIP AGREEMENT:      95%
AMOUNT OF FUNDS DISTRIBUTED:      $
ESTIMATED NOTE BALANCE (5%):      $

«FSR_AC_»


LOGO

Date

Investor Name

Address

City/State/Zip

Dear <<Investor Name>>:

In accordance with the terms of the tender offer, the remaining Contingent Payment from your tender of your shares of limited liability company interest in <<Fund Name>> on December 31, 2021 (the “Valuation Date”) in the amount of <<holdback amount>>, was deposited to or wire transferred to the account that you designated in your Letter of Transmittal on <<Date Deposited/Wired>>.

If you have any questions, please contact the Fund at (877) 355-1469. Investors, who invested in the Fund through a financial intermediary, should contact their financial intermediary directly.

Sincerely,

Fund Name

cc:

Enclosure

 

 

 

 

900 North Michigan Avenue, Suite 1100 | Chicago, Illinois 60611 | T 312.506.6500 | F 312.506.6888 | gcmlp.com

Distributed Through GRV Securities LLC



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