Tender-Offer Statement — Issuer Tender Offer — Schedule TO
Filing Table of Contents
Document/Exhibit Description Pages Size
1: SC TO-I Tender-Offer Statement -- Issuer Tender Offer 9 36K
2: EX-99.(A)(1) Miscellaneous Exhibit 1 7K
3: EX-99.(A)(2) Miscellaneous Exhibit 14 64K
4: EX-99.(A)(3) Miscellaneous Exhibit 3 16K
5: EX-99.(A)(4) Miscellaneous Exhibit 2 8K
6: EX-99.(A)(5) Miscellaneous Exhibit 2 9K
7: EX-99.(A)(6) Miscellaneous Exhibit 2 10K
EX-99.(A)(3) — Miscellaneous Exhibit
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EXHIBIT (A)(3)
LETTER OF TRANSMITTAL
REGARDING UNITS OF LIMITED LIABILITY INTERESTS
IN
GAM AVALON LANCELOT, LLC
TENDERED PURSUANT TO THE OFFER TO PURCHASE
DATED NOVEMBER 10, 2005
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE
AT, AND THIS LETTER OF TRANSMITTAL MUST BE
RECEIVED BY PFPC, INC. EITHER BY MAIL OR BY
FAX BY 12:00 MIDNIGHT, NEW YORK TIME, ON
FRIDAY, DECEMBER 9, 2005 UNLESS THE
OFFER IS EXTENDED.
COMPLETE THE LAST PAGE OF THIS LETTER OF TRANSMITTAL
AND RETURN OR DELIVER TO:
GAM Avalon Lancelot, LLC
c/o PFPC, Inc.
P.O. Box 858
Claymont, DE 19703-0858
Attn: GAM Investor Services
For additional information:
Phone: (866) 211-4521
Fax: (302) 793-8201
Ladies and Gentlemen:
The undersigned hereby tenders to GAM Avalon Lancelot, LLC, a closed-end,
non-diversified management investment company organized under the laws of the
State of Delaware (the "Fund"), the limited liability company interests 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 November
10, 2005 ("Offer to Purchase"), receipt of which is hereby acknowledged, and in
this Letter of Transmittal (which together constituted the "Offer"). 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 IN THE APPROPRIATE FORM.
The undersigned hereby sells to the Fund the limited liability company interests
in the Fund or portion thereof tendered hereby pursuant to the Offer. The
undersigned hereby warrants that the undersigned
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has full authority to sell the limited liability company interests in the Fund
or portion thereof 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 it. 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 Units or portions
thereof tendered hereby.
The undersigned acknowledges that the method of delivery of any documents is at
the election and the complete risk of the undersigned, including, but not
limited to, the failure of the Fund's Administrator, PFPC, Inc., to receive any
Letter of Transmittal or other document.
Payment of the cash portion of the purchase price for the limited liability
company interest in the Fund or portion thereof of the undersigned (the "Cash
Payment"), as described in Section 6 of the Offer to Purchase, may be made
either by check or by wire transfer. Members tendering from IRA's or certain
other qualifying accounts, however, may only receive payment by wire transfer.
If the tendering member elects to receive payment by check, the Cash Payment
will be sent directly to the mailing address of such member as listed in the
Fund's records. If the tendering member elects to receive payment by wire
transfer, the Cash Payment will be made by wire transfer to such member's
brokerage account from which the investment was originally made. A promissory
note reflecting the contingent payment portion of the purchase price, if any,
together with interest accrued thereon, as described in Section 6 of the Offer
to Purchase, will be held for such member by PFPC, Inc. The undersigned
recognizes that the amount of the Cash Payment will be based on the unaudited
estimated net asset value as of December 30, 2005, of the Units tendered, and
that the contingent payment portion of the purchase price, if any, will be
determined upon completion of the audit of the Fund's financial statements for
fiscal year ended March 31, 2006, which is anticipated to be completed not later
than May 30, 2006, and will be paid in cash within ten days thereafter, or on
such earlier date as the Fund's Directors may determine.
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 5 of the Offer to Purchase, this
tender is irrevocable.
IF YOU DO NOT WANT TO SELL YOUR LIMITED LIABILITY COMPANY INTERESTS 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
PFPC, INC. HAS RECEIVED YOUR DOCUMENTS.
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PLEASE FAX OR MAIL
(THIS PAGE ONLY) TO: GAM Avalon Lancelot, LLC
c/o PFPC, Inc. For additional information:
P.O. Box 858 Phone: (866) 211-4521
Claymont, DE 19703-0858 Fax: (302) 793-8201
Attn: GAM Investor Services
PART 1. NAME:
Name of Member: _______________________ SS# or Taxpayer ID #: __________________
Phone Number: ________________________ Date: ________________________________
PART 2. AMOUNT OF LIMITED LIABILITY COMPANY INTEREST IN THE FUND TO BE TENDERED:
/_/ Entire limited liability company interest
/_/ Portion of limited liability company interest expressed as specific
dollar value $ _____________. Subject to maintenance of a minimum
limited liability company interest equal to $25,000. The undersigned
understands that if the undersigned tenders an amount that would cause
the undersigned's capital 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 capital account balance is maintained.
PART 3. PAYMENT OPTION:
/_/ CHECK THIS BOX IF YOU WISH PAYMENT TO BE MADE BY CHECK TO YOUR MAILING
ADDRESS LISTED IN THE FUND'S RECORDS OR, IF YOUR ADDRESS HAS CHANGED,
PROVIDE YOUR NEW ADDRESS BELOW (THIS OPTION NOT AVAILABLE TO MEMBERS
TENDERING FROM IRA'S OR CERTAIN OTHER ACCOUNTS):
__________________________
__________________________
__________________________
/_/ CHECK THIS BOX IF YOU WISH PAYMENT TO BE MADE BY WIRE TRANSFER TO THE
BROKERAGE ACCOUNT FROM WHICH YOUR INVESTMENT WAS ORIGINALLY MADE
PART 4. SIGNATURE(S):
FOR INDIVIDUAL INVESTORS, JOINT TENANTS, IRAS AND KEOGH PLANS:
--------------------------------------------------------------
SIGNATURE: ____________________________________________________
(Signature of Owner(s) Exactly as Appeared on
Subscription Agreement/Investor Application)
PRINT NAME OF INVESTOR: ____________________________________________________
JOINT TENANT SIGNATURE: ____________________________________________________
(If joint tenants, (Signature of Owner(s) Exactly as Appeared on
BOTH MUST SIGN.) Subscription Agreement/Investor Application)
PRINT NAME OF JOINT TENANT: ____________________________________________________
FOR OTHER INVESTORS (SUCH AS CORPORATIONS, PARTNERSHIPS, LIMITED LIABILITY
--------------------------------------------------------------------------------
COMPANIES, TRUSTS, AND EMPLOYEE BENEFIT PLANS):
-----------------------------------------------
PRINT NAME OF INVESTOR: ____________________________________________________
SIGNATURE: ____________________________________________________
(Signature of Owner(s) Exactly as Appeared on
Subscription Agreement/Investor Application)
PRINT NAME OF SIGNATORY AND TITLE: __________________________________________
CO-SIGNATORY IF NECESSARY: ____________________________________________________
(Signature of Owner(s) Exactly as Appeared on
Subscription Agreement/Investor Application)
PRINT NAME AND TITLE OF CO-SIGNATORY: __________________________________________
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Dates Referenced Herein and Documents Incorporated by Reference
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