Bessemer Funds Trust · N-23C3A · For 12/10/03

Filed On 12/10/03 2:49pm ET   ·   SEC File 817-00867   ·   Accession Number 1193125-3-92070

Notice of a Periodic Repurchase Offer   ·   Rule 23c-3(b) Only
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: N-23C3A     Bessemer Sand Hill Form N-23C3A                        7     27K 

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FORM N-23c-3

NOTIFICATION OF REPURCHASE OFFER
Pursuant to Rule 23C-3

1.   Investment Company Act File Number:               Date of Notification:    
811-10355                                         December 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   
zip code):                                                            

630 Fifth Avenue
  39/th/ Floor
New York, NY 10111

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
                                               -----------------
                                           Curtis Barnes
                                       Secretary

This is notification of the quarterly repurchase offer. If an Interestholder    
does not want to sell Interests at this time, please disregard this notice.     

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Bessemer Funds Trust
Bessemer Sand Hill Investors Fund II
  630 Fifth Avenue, 39/th/ Floor
New York, NY 10111

--------------------------------------------------------------------------------
                                                               Ph:  212-708-9371
                                                              Fax:  212-246-3982
                                                 E-Mail:  altassets@bessemer.com

December 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 December 10, 2003 and end on
January 16, 2004. 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 January 16, 2004. 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 January 16, 2004.             

  If you have any questions, please refer to the attached Repurchase Offer
Document, which contains additional important information about the repurchase  
offer.                                                                          

Sincerely,                                                                      

/s/ John J. Hederman                                                            
-------------------------------                                                 
Assistant Secretary,                                                            
Bessemer Investment Management LLC                                              

630 Fifth Avenue
37/th/ Floor
New York, NY 10111
 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.    

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Bessemer Funds Trust
Bessemer Sand Hill Investors Fund II

Repurchase Offer

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, January 16,     
2004. 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 January 31,
2004. The date of the NAV used for the repurchase is the "Repurchase Pricing    
Date."                                                                          

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 December 5, 2003 was $8.09 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   
price information.                                                              

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                                                    

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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 Revenue Code;                                  

     (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.                                                     

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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.                                                         

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This form must be received by January 16, 2004 at the address below if an       
Interestholder wants to sell Interests in Bessemer Sand Hill Investors Fund II. 

630 Fifth Avenue                                                                
37/th/ Floor                                                                    
New York, NY  10111                                                             
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                                            

                                                        [Enlarge/Download Table]
                                                                                     
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 $_________.

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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:    

                                    ____________________________________________

                                    ____________________________________________

                 Date: ___________________

Dates Referenced Herein   and   Documents Incorporated By Reference

				Referenced-On Page
This N-23C3A Filing		Date		First		Last			Other Filings
		12/5/03		3
Filed On / Filed As Of / For The Period Ended / Effective As Of		12/10/03		1		2
		1/16/04		2		6
		1/31/04		3
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