Letter of Transmittal To Accompany Repurchase Request of Units of Beneficial Interest of ACP Strategic Opportunities Fund II, LLC All requests to have Units repurchased must be RECEIVED by Pinnacle Fund Administration in proper form no later than...
Exhibit
(a)(1)(ii)
________________________________________________________________________
To
Accompany Repurchase Request of Units of Beneficial Interest
of
ACP
Strategic Opportunities Fund II, LLC
______________________________________________________________________________
All requests to have Units
repurchased must be RECEIVED by Pinnacle Fund
Administration
in proper form no later than 12:00
midnight Eastern Time on November 2, 2009, unless the
Offer to Purchase is
extended
To: ACP
Strategic Opportunities Fund II, LLC
The
person(s) signing this Letter of Transmittal (“▇▇▇▇▇▇”) elects to participate in
the Offer to Purchase and requests the repurchase by ACP Strategic Opportunities
Fund II, LLC (the “Fund”) of the units of beneficial interest (the “Units”) of
the Fund designated below in exchange for the Repurchase Price (defined below)
for the Units tendered and accepted, in cash. The repurchase price
(“Repurchase Price”) is an amount equal to the net asset value of the Units as
of the close of the regular trading session of the New York Stock Exchange on
December 31, 2009 (the “Net Asset Value
Determination Date”). This Letter of Transmittal is subject to the
terms and conditions described in the Offer to Purchase dated October 1, 2009. Receipt of the Offer to Purchase is
acknowledged by the ▇▇▇▇▇▇. The Offer to Purchase and this Letter of
Transmittal, which as amended or supplemented from time to time, constitute the
repurchase offer (the “Repurchase Offer”).
The
▇▇▇▇▇▇ recognizes that there may be expenses associated with participation in
the Repurchase Offer. A participating Investor may be charged a fee
for assistance in transmitting the required documentation by the Investor’s
broker, dealer, commercial bank, trust company, retirement plan trustee or other
nominee (collectively, “Financial Intermediary”).
Subject
to, and effective upon, acceptance for payment of, or payment for, Units
presented for repurchase by the ▇▇▇▇▇▇ in accordance with the terms and subject
to the conditions of the Repurchase Offer (including, if the Repurchase Offer is
extended or amended, the terms or conditions of any extension or amendment), the
▇▇▇▇▇▇ hereby sells, assigns and transfers to, or upon the order of, the Fund
all right, title and interest in and to all of the Units that are being
presented for repurchase as described in “Units Tendered for Repurchase” that
may be purchased by the Fund pursuant to the Repurchase Offer (and any and all
dividends, distributions, other Units or securities or rights issued or issuable
in respect of such Units on or after the Net Asset Value Determination Date) and
the ▇▇▇▇▇▇ irrevocably constitutes and appoints the Fund’s Administrator,
Pinnacle Fund Administration (the “Administrator”) as the true and lawful agent
and attorney-in-fact of the ▇▇▇▇▇▇ with respect to such Units (and any such
dividends, distributions, other Units, or securities or rights), with full power
of substitution (such power of attorney being deemed to be an irrevocable power
coupled with an interest), to receive all benefits and otherwise exercise all
rights of beneficial ownership of such Units, subject to the succeeding
paragraph, all in accordance with the terms and conditions set forth in the
Repurchase Offer.
The
▇▇▇▇▇▇ hereby represents and warrants that: (a) the ▇▇▇▇▇▇ has full power and
authority to submit, sell, assign and transfer the Units submitted for
repurchase (and any and all dividends, distributions, other Units or other
securities or rights issued or issuable in respect of such Units on or after the
Net Asset Value Determination Date); (b) when and to the extent the Fund accepts
the Units for repurchase, the Fund will acquire good, marketable and
unencumbered title thereto, free and clear of all liens, restrictions, charges,
proxies, encumbrances, or other obligations relating to their sale or transfer,
and not subject to any adverse claim; (c) on request, the ▇▇▇▇▇▇ will execute
and deliver any additional documents deemed by the Administrator or the Fund to
be necessary or desirable to complete the sale, assignment and transfer of the
submitted Units (and any and all dividends, distributions, other Units or
securities or rights issued or issuable in respect of such Units on or after the
Net Asset Value Determination Date); and (d) the ▇▇▇▇▇▇ has read and agreed to
all of the terms of the Repurchase Offer.
The
▇▇▇▇▇▇ recognizes that, under certain circumstances set forth in the Offer to
Purchase, the Fund may terminate or amend the Repurchase Offer or may not be
required to repurchase any of the Units presented for repurchase. The
▇▇▇▇▇▇ understands that the Administrator will cancel the repurchase request as
to any Units not repurchased by the Fund.
Each
Investor must also complete the Instructions Form as a condition of
participation in the Repurchase Offer.
The
▇▇▇▇▇▇ understands that acceptance of Units by the Fund for repurchase
represents a binding agreement between the ▇▇▇▇▇▇ and the Fund upon the terms
and conditions of the Repurchase Offer.
All
authority conferred or agreed to be conferred by this Letter of Transmittal
shall survive the death or incapacity of the ▇▇▇▇▇▇ and all obligations of the
▇▇▇▇▇▇ under this Letter of Transmittal shall be binding upon the heirs,
personal representatives, successors and assigns of the ▇▇▇▇▇▇.
Except as
stated in the Offer to Purchase, the ▇▇▇▇▇▇’▇ presentment of Units for
repurchase is irrevocable.
2
________________________________________________________________________
▇▇▇▇▇▇
must provide the information requested in this Letter of
Transmittal. Failure to furnish
the
information requested regarding account information will result in an
incomplete
repurchase
requests which will mean the Fund cannot repurchase the Units
tendered.
________________________________________________________________________
NOTE:
SIGNATURE(S) MUST BE PROVIDED BELOW
________________________________________________________________________
INSTRUCTIONS
Forming
part of the terms and conditions of the Repurchase Offer
________________________________________________________________________
1. Guarantee of
Signatures. No signature guarantee is required on this Letter
of Transmittal if: (a) this Letter of Transmittal is signed by the
registered holder(s) of Units presented for repurchase; (b) there is no change
of registration for the Units the Investor will continue to hold; and (c) the
payment of the repurchase proceeds is to be sent to the registered owners of the
Units at the address shown on the Investor’s account statement. In
all other cases, all signatures on this Letter of Transmittal must be guaranteed
by an Eligible Institution (defined below).
Signatures
must be guaranteed by one of the following: a U.S. bank, trust
company, credit union or savings association, or by a foreign bank that has a
U.S. correspondent bank, or by a U.S. registered dealer or broker in securities,
municipal securities, or government securities, or by a U.S. national securities
exchange, a registered securities association or a clearing agency (each an
“Eligible Institution” and together, “Eligible Institutions”). A
notary cannot provide a signature guarantee. Please note: if you
request your funds to be sent via ACH to a bank account other than one that is
already noted on your account, a signature guarantee is required.
2. Delivery of Letter of
Transmittal. A properly completed and duly executed Letter of
Transmittal with any required signature guarantees and any other documents
required by this Letter of Transmittal should be mailed or delivered to the
Administrator at the appropriate address set forth herein and must be received
by the Administrator prior to 12:00 midnight Eastern time on November 2, 2009. Letters of Transmittal should NOT be
sent or delivered to the Fund.
Delivery
will be deemed made only when actually received by the
Administrator. If delivery is by mail, registered mail with return
receipt requested, properly insured, is recommended. Investors have
the responsibility to cause the Letter of Transmittal and any other documents
required by this Letter of Transmittal to be delivered in accordance with the
Repurchase Offer.
The
method of delivery of this Letter of Transmittal and all other required
documents is at the option and sole risk of the Investor presenting Units for
repurchase. In all cases, sufficient time should be allowed to ensure
timely delivery.
3
The
Letter of Transmittal should be sent to the Administrator BY NOVEMBER 2, 2009 at the
following addresses:
Pinnacle Fund Administration, LLC
Attn:
▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇
▇▇▇
Charlotte, NC 28226
PH:
▇▇▇-▇▇▇-▇▇▇▇ FX:
▇▇▇-▇▇▇-▇▇▇▇
The Fund
will not accept any alternative, conditional or contingent repurchase
requests.
3. Inadequate
Space. If the space provided to respond to any of the
questions below is inadequate, the necessary information should be listed on a
separate schedule signed by all of the required signatories and attached to the
Letter of Transmittal.
4. Signatures on Letter of Transmittal,
Authorizations, and Endorsements. Signature(s) by registered
holder(s) on this Letter of Transmittal must correspond EXACTLY with the name(s)
in which the Units are registered.
If any of
the Units presented for repurchase are owned of record by two or more joint
owners, all owners must sign this Letter of Transmittal. If any of
the Units presented for repurchase are registered in different names, it will be
necessary to complete, sign and submit as many separate Letters of Transmittal
as there are different registrations.
If this
Letter of Transmittal is signed by trustees, executors, administrators,
guardians, attorneys-in-fact, officers of corporations or others acting in a
fiduciary or representative capacity, such persons should so indicate when
signing, and proper evidence satisfactory to the Fund of their authority to act
in such a fiduciary or representative capacity must be submitted.
5. Transfer Taxes on
Units. There are no transfer taxes related to the Repurchase
Offer.
6. Irregularities. All
questions as to the validity, form, eligibility (including time of receipt) and
acceptance of Units presented for repurchase will be determined by the Fund, in
its sole discretion, and the Fund’s determination shall be final and
binding. The Fund reserves the absolute right to reject any or all
Units presented for repurchase determined not to be in appropriate form or to
refuse to accept for payment, repurchase or pay for any Units if, in the opinion
of the Fund’s counsel, accepting, repurchasing or paying for the Units would be
unlawful. The Fund also reserves the absolute right to waive any of
the conditions of the Repurchase Offer in whole or in part, or any defect in any
repurchase request, whether generally or with respect to any particular Unit(s)
or Investor(s). The Fund’s interpretations of the terms and
conditions of the Repurchase Offer (including these instructions) shall be final
and binding.
The Fund,
Ascendant Capital Partners, LP (the “Investment Manager”), the Administrator, or
any other person are not and will not be obligated to give any notice of defects
or irregularities in repurchase requests, and none of them shall incur any
liability for failure to give any such notice, including without limitation,
with respect to the Instructions form and necessary tax
information.
7. Questions and Requests for Assistance
and Additional Copies. Questions and
requests for assistance may be directed to the Investment Manager, by
telephoning (▇▇▇) ▇▇▇-▇▇▇▇.
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IMPORTANT
This
Letter of Transmittal bearing original signature(s), properly completed and
duly
executed,
together with any required signature guarantees and all other
required
documents,
must be received by the Administrator no later than the Expiration
Date.
DO
NOT COMPLETE THIS FORM IF YOU HAVE DECIDED NOT TO PRESENT YOUR
UNITS
FOR REPURCHASE.
I. ACCEPTANCE
OF THE REPURCHASE OFFER
The
Repurchase Offer is hereby accepted in accordance with its terms.
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Name
of Registered Investor(s)
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Name
of Registered Investor(s)
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(Please
Type or Print)
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(Please
Type or Print)
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Authorized
Signature
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Authorized
Signature
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Taxpayer
Identification or
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Taxpayer
Identification or
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Social
Security Number
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Social
Security Number
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Date
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(Must be
signed by the registered holder(s) exactly as name(s) appear(s) on the Fund
statement or by person(s) authorized to become registered holder(s) by
certificates and documents transmitted under this Letter of
Transmittal.
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If
signature is by trustees, executors, administrators, guardians,
attorneys-in-fact, agents, officers of corporations or others acting in a
fiduciary or representative capacity, please provide the following information
(see Instruction 4):
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Name
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(Please
Type or Print)
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Capacity
(Full Title)
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(See
Instruction 4)
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Address
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Daytime
Telephone Number
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II. GUARANTEE
OF SIGNATURE(S)
(See Instruction 1)
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Authorized
Signature
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Name
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(Please
Type or Print)
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Title
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Name
of Firm
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Address
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Daytime
Telephone Number
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Dated
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III. UNITS
TENDERED FOR REPURCHASE
(Please
fill in ALL applicable information)
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o
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Partial
Tender
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Please
tender __________% of my Units
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o
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Dollar
Amount
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Please
repurchase enough of my Units so that I will receive
$____________.
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o
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Full
Tender
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Please
tender all of my Units.
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(Please Note: You must retain a
$25,000 minimum balance if tendering less than ninety percent (90%) of your
Units.)
IV. PAYMENT
AND DELIVERY INSTRUCTIONS
Please
check one of the options listed below and provide any information corresponding
to your selection.
IMPORTANT
NOTE:
If
you invest through a Financial Intermediary, that Financial Intermediary may
require alternate payment and delivery instructions, notwithstanding your
request below. All monies held at National Financial Services (NFS)
or ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ will be returned to the investor’s account held at NFS or
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ acting as custodian.
Please
contact your Financial Intermediary for more information.
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o
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Mail a check to the address of
record
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A check
for the proceeds of repurchased Units will be issued in the name of the
registered Investor(s) and mailed to the address of record on the
account.
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o
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Mail a check to an alternative
address
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If
alternative address is requested, please provide instructions here (signature(s)
must be “guaranteed.” See Instruction 1).
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Alternative Mailing
Instructions:
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National Financial Services
(NFS) Account
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Proceeds
to be wired to current account held at NFS. Existing NFS instructions are on
file.
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▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Account
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Proceeds
to be wired to current account held at ▇▇▇▇▇▇▇ ▇▇▇▇▇▇. Existing Schwab
instructions are on file.
7
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o
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Send proceeds via Automated
Clearing House (ACH) network
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Proceeds
will be sent via ACH to the bank instructions listed below.
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Wiring
Instructions:
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Bank
Name:_____________________________
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ABA
#: ________________________________
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Account
Name: __________________________
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Account
# _______________________________
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For
Further Credit to:
_____________________
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