NOTIFICATION OF REPURCHASE OFFER
Pursuant to Rule 23C-3
1. Investment Company Act File Number: Date of Notification:
811-10355September 10, 2003
2. Exact name of investment company as specified in registration statement:
Bessemer Funds Trust
(Bessemer Sand Hill Investors Fund II)
3. Address of principal executive officer (number, street, city, state, and
630 Fifth Avenue
New York, NY10111
4. Check one of the following:
A. [X] The notification pertains to a periodic repurchase offer under
paragraph (b) of Rule 23c-3.
B. [ ] The notification pertains to a discretionary repurchase offer under
paragraph (c) of Rule 23c-3.
C. [ ] The notification pertains to a periodic repurchase offer under
paragraph (b) of Rule 23c-3 and a discretionary repurchase offer
under paragraph (c) of Rule 23c-3.
By: /s/ Curtis Barnes
This is notification of the quarterly repurchase offer. If an Interestholder
does not want to sell Interests at this time, please disregard this notice.
BESSEMER FUNDS TRUSTBESSEMER SAND HILL INVESTORS FUND II630 FIFTH AVENUE, 39TH FLOORNEW YORK, NY10111
E-Mail: email@example.comSeptember 10, 2003
Dear Bessemer Sand Hill Investors Fund II Interestholder:
We are writing to inform Interestholders of important dates related to
Bessemer Sand Hill Investors Fund II's (the "Fund") quarterly repurchase offer.
An Interestholder not interested in selling Interests at this time should
disregard this notice and take no action.
The repurchase offer period will begin on September 10, 2003 and end on
October 17, 2003. The purpose of this repurchase offer is to provide a certain
level of liquidity to Interestholders. Interests can be redeemed by a repurchase
offer only during one of the Fund's scheduled quarterly repurchase offers.
All repurchase requests on behalf of an Interestholder who has an account
relationship with Bessemer Trust Company, N.A. or its affiliates must be made
through a client account manager. Repurchase requests must be submitted no later
than October 17, 2003. We will send a reminder statement as to the redemption
privilege prior to the next repurchase offer.
All repurchase requests must be submitted in good order and be received by
the Fund at the address listed below on or before October 17, 2003.
If you have any questions, please refer to the attached Repurchase Offer
Document, which contains additional important information about the repurchase
/s/ John J. Hederman
Bessemer Investment Management LLC
630 Fifth Avenue
New York, NY10111
Attn: Pamela K. Campo
Interestholder services: 212-708-9371
This is simply notification of the scheduled quarterly repurchase offer; nothing
further needs to be done if the redemption privilege is not being exercised.
BESSEMER FUNDS TRUSTBESSEMER SAND HILL INVESTORS FUND II
Bessemer Sand Hill Investors Fund II (the "Fund"), a series of Bessemer Funds
Trust (the "Trust"), is offering to repurchase up to fifteen percent (15%) of
its Interests. The offer is made upon the terms and conditions stated in the
notification letter, this repurchase offer and Part A and Part B of the Trust's
registration statement. If an Interestholder tenders any Interests in response
to this offer, the tender will be subject to the same terms and conditions.
1. The Offer. The Fund is offering to repurchase for cash up to 15% (the
"Repurchase Offer Amount") of its issued and outstanding Interests at a price
equal to the net asset value ("NAV") per Interest as of the close of regular
trading on the New York Stock Exchange ("NYSE") on the Repurchase Pricing Date
(defined below). The purpose of this offer is to provide a degree of liquidity
to Interestholders because no secondary market exists for the Interests. This
offer is not conditioned on the tender of any minimum number of Interests.
2. Repurchase Request Deadline. The Fund must receive all tenders of Interests
in proper form on or before 4:00 p.m., Eastern time, on Friday, October 17,2003. This date is the "Repurchase Request Deadline." Tenders by Interestholders
who have an account relationship with Bessemer Trust Company, N.A. or its
affiliates may only be submitted by a client account manager. The client account
manager will tender the Interestholder's Interests to the Fund, and will need
sufficient time to ensure that the Fund receives the Interestholder's tender in
proper form by the Repurchase Request Deadline.
3. Repurchase Pricing Date. The NAV used for the repurchase will be determined
as of the close of regular trading on the New York Stock Exchange on October 31,2003. The date of the NAV used for the repurchase is the "Repurchase Pricing
4. Payment for Interests Repurchased. The Fund will make payment for repurchased
Interests within seven days after the Repurchase Pricing Date. The
Interestholder will not be charged any repurchase fee by the Fund.
5. Net Asset Value. The NAV of the Fund on September 5, 2003 was $7.85 per
Interest. An Interestholder must decide whether to tender any or all the
Interestholder's Interests on or before the Repurchase Request Deadline, but the
NAV at which the Fund will repurchase Interests will not be calculated until the
Repurchase Pricing Date, which will be within 14 days after the Repurchase
Request Deadline. The NAV of the Interests may fluctuate between the date of the
repurchase request or the Repurchase Request Deadline and the Repurchase Pricing
Date. The NAV on the Repurchase Pricing Date may be lower than the NAV on the
date of the repurchase request or the Repurchase Request Deadline. An
Interestholder may call Interestholder Services at (212) 708-9371 for current
6. Increase in Number of Interests Repurchased; Pro Rata Repurchase. If
Interestholders tender more Interests for repurchase than the Repurchase Offer
Amount, the Fund may (but is
not obligated to) repurchase up to an additional two percent (2%) of the issued
and outstanding Interests. If the Fund determines not to repurchase the
additional 2%, or if Interestholders tender Interests in excess of the
Repurchase Offer Amount plus the 2%, the Fund will repurchase Interests pro
rata, based on the number of Interests tendered by each Interestholder. The Fund
may, however, at its discretion accept all Interests tendered by Investors who
own less than 100 units of Interests and who tender all their Interests before
accepting on a pro rata basis Interests tendered by other Investors. If any
Interests that an Interestholder wishes to have repurchased by the Fund are not
repurchased because of proration, the Interestholder will have to wait until the
next quarterly repurchase offer to tender any unpurchased Interests, and the
subsequent repurchase request will not be given any priority over other
Interestholders' requests. There can be no assurance that the Fund will be able
to repurchase all Interests that an Interestholder has tendered, even if the
Interestholder tenders all Interests held in his or her account.
7. Withdrawal or Modification of Request for Repurchase. An Interestholder may
withdraw or modify any tender of Interests prior to the Repurchase Request
Deadline. Once the Repurchase Request Deadline has passed, an Interestholder
will not be able to withdraw or modify the Interestholder's tender.
8. Suspension or Postponement of Repurchase Offer. The Fund may suspend or
postpone this offer only under limited circumstances and only by vote of a
majority of the Board of Trustees, including a majority of the independent
Trustees. These circumstances are limited to the following:
(a) if the repurchase of Interests would cause the Fund to lose its status
as a regulated investment company under Subchapter M of the Internal
(b) for any period during which the New York Stock Exchange or any other
market in which the securities owned by the Fund are principally
traded is closed, other than customary weekend and holiday closings,
or during which trading in such market is restricted;
(c) for any period during which an emergency exists as a result of which
disposal by the Fund of securities owned by it is not reasonably
practicable, or during which it is not reasonably practicable for the
Fund fairly to determine the value of its net assets; or
(d) for such other periods as the Securities and Exchange Commission
permits by order for the protection of Interestholders of the Fund.
Interestholders will be notified if the Fund suspends or postpones this offer.
If the Fund renews this offer after a suspension or postponement, the
Interestholder will be sent a new notification.
9. Tax Consequences. Interestholders should review the tax information in the
Trust's registration statement and consult a tax adviser regarding the specific
tax consequences, including state and local tax consequences, of participating
in the repurchase. Generally, any repurchase of Interests by the Fund should be
treated as a taxable event.
10. Documents in Proper Form. All questions as to validity, form, eligibility
(including time of receipt) and acceptance of tenders of Interests will be
determined by the Fund in its sole discretion. The Fund's determination shall be
final and binding. The Fund reserves the absolute right to reject any or all
tenders of Interests (even if such tenders are determined to be in good form)
and to refuse to accept for payment, purchase or pay for any Interests if, in
the opinion of the Fund's counsel, accepting, purchasing or paying for such
Interests would be unlawful. The Fund also reserves the absolute right to waive
any of the conditions of this Offer or any defect in any tender of Interests
whether generally or with respect to any particular Interests or
Interestholders. The Fund's interpretations of the terms and conditions of this
offer shall be final and binding. Unless waived, any defects or irregularities
in connection with tenders of Interests must be corrected within such times as
the Fund shall determine. Tenders of Interests will not be deemed to have been
made until the defects or irregularities have been corrected or waived.
None of the Fund, Bessemer Investment Management LLC (the Fund's manager),
Bessemer Investor Services, Inc. (the Fund's distributor) or any other person is
or will be obligated to give notice of any defects or irregularities in tenders,
nor shall any of them incur any liability for failure to give any such notice.
Neither the Fund nor its Board of Trustees makes any recommendation to any
Interestholder as to whether to tender or refrain from tendering Interests. Each
Interestholder must make an independent decision whether to tender Interests
and, if so, how many Interests to tender.
No person has been authorized to make any recommendation on behalf of the Fund
as to whether Interestholders should tender Interests pursuant to this offer. No
person has been authorized to give any information or to make any
representations in connection with this offer other than those contained herein
or in the Fund's registration statement. If given or made, such recommendation
and such information and representation may not be relied upon as having been
authorized by the Fund.
This form must be received by October 17, 2003 at the address below if an
Interestholder wants to sell Interests in Bessemer Sand Hill Investors Fund II.
630 Fifth Avenue
New York, NY10111
Attn: Pamela K. Campo
Ph: (212) 708-9371 Fax: (212) 246-3982
Please repurchase the Interests designated below at a price equal to their net
asset value per Interest (NAV) on the Repurchase Pricing Date. The
Interestholder understands that Bessemer Sand Hill Investors Fund II (the
"Fund") offers a limited degree of liquidity to its Interestholders and,
therefore, the Fund may not repurchase the full amount that an Interestholder
requests. The Interestholder further understands that if the Fund is not able to
repurchase the full amount requested, the Interestholder must wait until the
next quarterly repurchase offer to tender unpurchased Interests, and that this
subsequent repurchase request will have no priority over other repurchase
requests received during the repurchase period.
Bessemer Sand Hill Investors Fund II
Names of Registered Interestholder(s): _________________________________
(please fill in exactly as registered)
Account Number: _________________________________
Client Account Manager: _________________________________
Interest Tendered: (Please check one)
___ Partial Tender - Please tender _____ Interests from my account
___ Full Tender - Please tender all Interests from my account
___ Dollar Amount - Please tender enough Interests to net $_____________.
Payment and Delivery Instructions:
The check will be issued in the name(s) of the registered Interestholder(s) and
mailed to the address of record. If alternate payment and delivery is required,
please provide instructions here.
Alternate Instructions: __________________________________________
Signature(s) of owner(s) as registered or authorized client account manager:
Dates Referenced Herein and Documents Incorporated by Reference