As filed with the Securities and Exchange Commission on October 18, 2021
 
Investment Company Act File No. 811-21630

Securities and Exchange Commission
Washington, D.C. 20549
____________________

SCHEDULE TO
Issuer Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)
 of the Securities Exchange Act of 1934

ALPHA CORE STRATEGIES FUND
(Name of Issuer)

ALPHA CORE STRATEGIES FUND
(Name of Person Filing Statement)

Common Units of Beneficial Interest
(Title of Class of Securities)

N/A
(CUSIP Number of Class of Securities)

Craig R. Carberry, Esq.
Alpha Core Strategies Fund
50 South LaSalle Street
Chicago, Illinois 60603
(312) 630-6000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications on Behalf of Filing Person)

Copies to:

Kevin T. Hardy, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
155 North Wacker Drive
Chicago, Illinois 60606

Calculation of Filing Fee:
 
Transaction Valuation
 
Amount of Filing Fee
*$35,000,000.00
 
$3,244.50
 

 
*
Calculated at the aggregate maximum purchase price to be paid for common units of beneficial interest in the offer.
** 
Calculated at $92.70 per $1,000,000 of the Transaction Valuation.


 ☐
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: Not Applicable
 
Filing Party: Not Applicable
 
Form or Registration No.: Not Applicable
 
Date Filed: Not Applicable
       
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.  ☐
 
2

 
Item 1.             Summary Term Sheet
 
Reference is made to the Summary Term Sheet of the Offer to Purchase that is attached as Exhibit (a)(1)(i) and is incorporated herein by reference.

Item 2.             Subject Company Information
 
(a)        The name of the issuer is Alpha Core Strategies Fund (the “Fund”), a non-diversified closed-end management investment company organized as a Delaware statutory trust. The principal executive offices of the Fund are located at 50 South LaSalle Street, Chicago, IL 60603. The telephone number of the Fund is (312) 630-6000.
 
The Fund is structured as a “master” fund, and the Fund’s feeder funds, Alpha Core Strategies Feeder Fund, Q.P. and Alpha Core Strategies Feeder Fund (collectively, the “Feeder Funds”), invest all their assets in the Fund. All portfolio investments are made at the Fund level. This structure is sometimes called a “master/feeder” structure. The Fund’s feeder funds are series of a Cayman Islands unit trust whose securities are offered in the United States pursuant to exemptions from registration under the Securities Act of 1933, as amended, and which are exempted from registration under the Investment Company Act of 1940, as amended, are simultaneously permitting redemptions of their own interests and units pursuant to the terms of their organizational agreements.
 
(b)        The title of the securities being sought is common units of beneficial interest (“Common Units”). As of August 31, 2021 there were 32,522,431 Common Units issued and outstanding.
 
(c)        The Common Units are not currently traded on an established secondary trading market.
 
Item 3.             Identity and Background of Filing Person
 
(a)        The Fund is tendering for its own Common Units.  The principal executive offices of the Fund are located at 50 South LaSalle Street, Chicago, IL 60603. The telephone number of the Fund is (312) 630-6000.
 
Item 4.             Terms of the Transaction
 
(a)(1)   (i)        The Fund is offering to purchase (the “Offer”) up to a number of Common Units having an aggregate net asset value (“NAV”), as of the last calculation of NAV preceding the expiration of the Offer, of $35,000,000.
 
(ii)       Holders of Common Units (“Unitholders”) that desire to tender Common Units for purchase must do so by 5:00 p.m., Central Time, on November 17, 2021 (the “Expiration Date”). Immediately after the Expiration Date, each Unitholder whose Common Units (or portion of them) have been accepted for repurchase, upon the terms and subject to the conditions set forth in the Offer to Purchase dated October 18, 2021 (the “Offer to Purchase”), will be issued and will be bound by the terms of a repurchase instrument (the “Repurchase Instrument”) reflecting the Fund’s agreement to pay the Common Unitholder an amount equal to the NAV, determined as of the Valuation Date (as defined below), of the repurchased Common Units (the “Payment Amount”).

3


 
The Repurchase Instrument will be non-interest bearing, non-transferable and non-negotiable.  Once issued a Repurchase Instrument, an investor will no longer be a Unitholder of the Fund under applicable state law and will not have the rights of a Unitholder, including without limitation voting rights.  However, until payment in respect of the Repurchase Instrument is made, an investor will continue to be treated as a partner in the Fund for U.S. income tax purposes and to have the rights that a Unitholder would have to inspect the books and records of the Fund and to receive financial and other reports relating to the Fund.  A Unitholder who is issued a Repurchase Instrument is referred to herein as a “Payee.” The Repurchase Instrument will be held by The Bank of New York Mellon, as escrow agent, on behalf of the Payee.
 
Each Payee will be entitled to receive the Payment Amount, equal to the NAV, determined as of December 31, 2021 (the “Valuation Date”), of the repurchased Common Units.  Payment in respect of the Repurchase Instrument will be made following the determination of the NAV of the Common Units as of the Valuation Date, but in no event later than the later of (i) thirty (30) days after the Valuation Date, or (ii) if the Fund has requested withdrawals of its capital from any Sub-Fund in which the Fund is invested in order to fund the repurchase of the repurchased Common Units, within ten (10) business days after the Fund has received at least 90% of the aggregate amount withdrawn by the Fund from the Sub-Funds (the “Payment Date”). The Repurchase Instrument may be prepaid, without premium, penalty or notice, at any time on or after the Valuation Date. A copy of the Offer to Purchase, the related Letter of Transmittal and a form of the Repurchase Instrument is attached hereto as Exhibit (a)(1)(i), Exhibit (a)(1)(ii) and Exhibit (a)(1)(iii), respectively. Reference is hereby made to the Cover Page, Section 2 “Offer to Purchase and Price” and Section 6 “Repurchases and Payment” of the Offer to Purchase, which are incorporated herein by reference.
 
For purposes of calculating the value of the repurchased Common Units, the amount payable to the Payee will take into account and include all Fund income, gains, losses, deductions and expenses until the Valuation Date.
 
Although the amounts required to be paid by the Fund under the Repurchase Instrument will generally be paid in cash, the Fund may under certain limited circumstances pay all or a portion of the amounts due by an in-kind distribution of securities.  The Fund intends to make an in-kind payment only under the limited circumstance where the Fund receives an in-kind distribution from Sub-Funds of transferable securities that the Fund cannot liquidate itself prior to the Payment Date.
 
(iii)      The Offer is scheduled to expire on November 17, 2021, unless extended. Reference is hereby made to the Cover Page, Summary Term Sheet, Section 2 “Offer to Purchase and Price” and Section 5 “Withdrawal Rights” of the Offer to Purchase, which are incorporated herein by reference.

(iv)      Not applicable.
 
4

 
(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 Shareholders of such extension. Reference is hereby made to Cover Page, Summary Term Sheet and Section 7 “Certain Conditions of the Offer” of the Offer to Purchase, which are incorporated herein by reference.
 
(vi)      Reference is hereby made to Section 5 “Withdrawal Rights” of the Offer to Purchase, which is incorporated herein by reference.
 
(vii)     Reference is hereby made to the Cover Page, Section 4 “Procedure for Tenders” and Section 5 “Withdrawal Rights” of the Offer to Purchase, which are incorporated herein by reference.
 
(viii)    Reference is hereby made to Section 2 “Procedure for Tendering Shares” of the Offer to Purchase, which is incorporated herein by reference.
 
(ix)      Reference is hereby made to the Cover Page and Section 6 “Repurchases and Payments” of the Offer to Purchase, which are incorporated herein by reference.
 
(x)      Reference is hereby made to Section 9 “Material U.S. Federal Income Tax Consequences” of the Offer to Purchase, which is incorporated herein by reference.
 
(xi)      Reference is hereby made to Section 2 “Procedure for Tenders” and Section 9 “Material U.S. Federal Income Tax Consequences” of the Offer to Purchase, which are incorporated herein by reference.
 
(xii)     Reference is hereby made to Section 9 “Material U.S. Federal Income Tax Consequences” of the Offer to Purchase, which is incorporated herein by reference.
 
(a)(2)    Not applicable.
 
(b)        To the Fund’s knowledge, affiliates of the Fund (other than the Feeder Funds) do not intend to tender to the Fund in response to the Offer.  The Feeder Funds are simultaneously permitting redemptions of their own interests and units pursuant to the terms of their organizational agreements and will tender a corresponding number of Common Units to the Fund.   To the Fund’s knowledge, affiliates of the Fund do not intend to redeem interests and units in the Feeder Funds in connection with the Offer.  The Offer is available equally to the Feeder Funds and investors in the Fund on the same terms.
 
Item 5.             Past Contracts, Transactions, Negotiations and Agreements
 
(a)        The confidential private offering memoranda of the Fund and the Feeder Funds state that the Fund intends to effect quarterly tender offers. Apart from facts set forth in the immediately preceding sentence, the Fund does not know of any contract, agreement, arrangement, understanding or relationship, whether contingent or otherwise or whether or not legally enforceable, between the Fund or the Feeder Funds, any of the Fund’s or the Feeder Fund’s executive officers or directors, any person controlling the Fund or the Feeder Funds, or any executive officer or director of any corporation ultimately in control of the Fund or the Feeder Funds and any person with respect to any securities of the Fund or the Feeder Funds
 
5


 (including, but not limited to, any contract, agreement, arrangement, understanding or relationship concerning the transfer or the voting of any such securities, joint ventures, loan or option arrangements, puts or calls, guarantees of loans, guarantees against loss, or the giving or withholding of proxies, consents or authorizations).  For the avoidance of doubt, it should be noted that the Fund currently intends to make quarterly tender offers similar to the quarterly tender offer described in this Schedule TO on a going-forward basis.

Item 6.             Purposes of the Transaction and Plans and Proposals
 
(a)        Reference is hereby made in Section 1 “Background and Purpose of the Offer” of the Offer to Purchase, which is incorporated herein by reference.
 
(b)        Reference is hereby made to Section 1 “Background and Purpose of the Offer” of the Offer to Purchase, which is incorporated herein by reference.
 
(c)        Reference is hereby made to Section 8 “Certain Information About the Fund” of the Offer to Purchase, which is incorporated herein by reference. The Fund is currently engaged in a continuous private offering of its Common Units. The Fund is a “master” fund in which the Feeder Funds invest all their assets. The Fund also offers units directly to investors who are “accredited investors” as defined in Rule 501(a) under the Securities Act. The Feeder Funds have the same investment objective as the Fund. All investments are made at the Fund level. This structure is sometimes called a “master/feeder” structure. The Fund does not have any plans, proposals or negotiations that relate to or would result in (1) an extraordinary transaction, such as a merger, reorganization or liquidation, involving the Fund; (2) a purchase, sale or transfer of a material amount of assets of the Fund; (3) any material change in the present dividend rate or policy, or indebtedness or capitalization of the Fund; (4) any change in the present board of trustees or management of the Fund, including but not limited to, any plans or proposal to change the number or the term of trustees or to change any material term of the employment contract of any executive officer; (5) any other material change in the Fund’s structure or business, including any plans or proposals to make any changes in its investment policy for which a vote would be required by Section 13 of the Investment Company Act of 1940, as amended; (6) any class of equity securities of the Fund to be delisted from a national securities exchange or cease to be authorized to be quoted in an automated quotation system operated by a national securities association; (7) any class of equity securities of the Fund becoming eligible for termination of registration under Section 12(g)(4) of the Securities Exchange Act of 1934 (the “1934 Act”); (8) the suspension of the Fund’s obligation to file reports under Section 15(d) of the 1934 Act; (9) the acquisition by any person of additional securities of the Fund or the disposition of securities of the Fund other than as set forth in the Fund’s registration statement; or (10) any changes in the Fund’s charter, bylaws or other governing instruments or other actions that could impede the acquisition of control of the Fund.

Item 7.             Source and Amount of Funds or Other Considerations
 
(a)        Reference is hereby made to Section 6 “Repurchases and Payments” of the Offer to Purchase, which is incorporated herein by reference.
 
6


(b)        Reference is hereby made to Section 6 “Repurchases and Payments” of the Offer to Purchase, which is incorporated herein by reference.
 
(d)        Reference is hereby made to Section 6 “Repurchases and Payments” of the Offer to Purchase, which is incorporated herein by reference.
 
Item 8.             Interest in Securities of the Subject Company
 
(a)        The Fund does not hold any Common Units in treasury.
 
(b)        Reference is made to Section 8 “Certain Information About the Fund” of the Offer to Purchase, which is incorporated herein by reference.

Item 9.             Persons/Assets Retained, Employed, Compensated or Used

(a)        No persons have been directly or indirectly employed, retained, or are to be compensated by or on behalf of the Fund to make solicitations or recommendations in connection with the Offer to Purchase.
 
Item 10.           Financial Statements
 
(a)(1)    Reference is hereby made to Section 11 “Financial Statements” of the Offer to Purchase, which is incorporated herein by reference.
 
(a)(2)    The Fund is not required to and does not file quarterly unaudited financial statements under the 1934 Act.
 
(a)(3)    Not applicable.
 
(a)(4)    Net asset value per Common Unit as of August 31, 2021: $21.73.
 
(b)        The Fund’s assets will be reduced by the dollar amount of the tendered Common Units that are repurchased by the Fund. Thus, income relative to assets may be affected by the Offer.
 
Item 11.           Additional Information
 
(a)(1)    None
 
(a)(2)    None
 
(a)(3)    Not Applicable.
 
(a)(4)    Not Applicable.

(a)(5)    None
 
(b)        The Offer to Purchase, attached hereto as Exhibit (a)(1)(i), is incorporated herein by reference in its entirety.
 
7



 
Item 12.           Exhibits
 
 
Exhibit No.
 
Document
     
(a)(1)(i)
 
Offer to Purchase
     
(a)(1)(ii)
 
Letter of Transmittal
     
(a)(1)(iii)
 
Form of Cover Letter to Unitholders
     
(a)(1)(iv)
 
Form of Notice of Acceptance of Tender
     
(a)(1)(v)
 
Form of Repurchase Instrument
     
(a)(2)
 
None
     
(a)(3)
 
Not applicable
     
(a)(4)
 
Not applicable
     
(a)(5)
 
Not applicable
     
(b)(1)
 
Credit Agreement, dated as of February 29, 2012, between the Fund and Bank of Montreal (1)
     
(b)(2)
 
First Amendment to Credit Agreement dated as of February 28, 2013, between the Fund and Bank of Montreal (1)
     
(b)(3)
 
Second Amendment to Credit Agreement dated as of December 11, 2013, between the Fund and Bank of Montreal (1)
     
(b)(4)
 
Third Amendment to Credit Agreement dated as of February 27, 2014 between the Fund and Bank of Montreal (1)
     
(b)(5)
 
Fourth Amendment to Credit Agreement dated as of February 26, 2015 between the Fund and Bank of Montreal (2)
     
(b)(6)   Fifth Amendment to Credit Agreement dated as of February 25, 2016 between the Fund and Bank of Montreal (3)
     
(b)(7)   Sixth Amendment to Credit Agreement dated as of March 25, 2016 between the Fund and Bank of Montreal (3)
     
(b)(8)   Seventh Amendment to Credit Agreement dated as of March 24, 2017 between the Fund and Bank of Montreal (4)
     
(b)(9)    Eighth Amendment to Credit Agreement dated as of June 29, 2017 between the Fund and Bank of Montreal (5)
     
 

8


(b)(10)    Ninth Amendment to Credit Agreement dated as of March 23, 2018 between the Fund and Bank of Montreal (6) 
 
   
(b)(11)   Tenth Amendment to Credit Agreement dated as of March 22, 2019 between the Fund and Bank of Montreal (7)
     
(b)(12)   Eleventh Amendment to Credit Agreement dated as of March 20, 2020 between the Fund and Bank of Montreal (8)
     
(b)(13)   Twelfth Amendment to Credit Agreement dated as of March 19, 2021 between the Fund and Bank of Montreal (9)
     
(d)
 
None
     
(g)
 
None
     
(h)
 
None
     
(1)   Incorporated by reference to the corresponding exhibit number to the Funds tender offer statement on Schedule TO, as filed with the Securities and Exchange Commission on July 17, 2014 (File No. 005-80363)
     
(2)   Incorporated by reference to the corresponding exhibit number to the Funds tender offer statement on Schedule TO, as filed with the Securities and Exchange Commission on July 17, 2015 (File No. 005-80363)
     
(3)   Incorporated by reference to the corresponding exhibit number to the Fund’s tender offer statement on Schedule TO, as filed with the Securities and Exchange Commission on April 18, 2016 (File No. 005-80363)
     
(4)   Incorporated by reference to the corresponding exhibit number to the Fund’s tender offer statement on Schedule TO, as filed with the Securities and Exchange Commission on April 17, 2017 (File No. 005-80363)
     
(5)   Incorporated by reference to the corresponding exhibit number to the Fund's tender offer statement on Schedule TO, as filed with the Securities and Exchange Commission on July 18, 2017 (File No. 005-80363)
     
(6)
Incorporated by reference to the corresponding exhibit number to the Fund's tender offer statement on Schedule TO, as filed with the Securities and Exchange Commission on October 18, 2018 (File No. 005-80363)
     
(7)
  Incorporated by reference to the corresponding exhibit number to the Fund's tender offer statement on Schedule TO, as filed with the Securities and Exchange Commission on April 17, 2019 (File No. 005-80363)
     
(8)   Incorporated by reference to the corresponding exhibit number to the Fund's tender offer statement on Schedule TO, as filed with the Securities and Exchange Commission on April 16, 2020 (File No. 005-80363)
     
(9)   Incorporated by reference to the corresponding exhibit number to the Fund's tender offer statement on Schedule TO, as filed with the Securities and Exchange Commission on April 16, 2020 (File No. 005-80363)
 
Item 13.           Information Required by Schedule 13E-3
 
Not applicable.
 
9


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.
 
 
 
ALPHA CORE STRATEGIES FUND
       
       
       
 
By:
 
/s/ Craig R. Carberry
     
Craig R. Carberry
     
Secretary

October 18, 2021
 

10


Exhibit Index

 
Exhibit No.
 
Document
     
(a)(1)(i)
 
Offer to Purchase
     
(a)(1)(ii)
 
Letter of Transmittal
     
(a)(1)(iii)
 
Form of Cover Letter to Unitholders
     
(a)(1)(iv)
 
Form of Notice of Acceptance of Tender
     
(a)(1)(v)
 
Form of Repurchase Instrument
     

 
11




Exhibit (a)(1)(i)

OFFER TO PURCHASE
 
ALPHA CORE STRATEGIES FUND
c/o The Bank of New York Mellon
Alternative Investment Services
400 Bellevue Parkway
Wilmington, DE 19809

Offer to Purchase a Portion of its Outstanding Common Units

Dated October 18, 2021
 
The Offer and Withdrawal Rights Will Expire at
5:00 p.m., Central time, on November 17, 2021
Unless the Offer Is Extended

 
To the Unitholders of Alpha Core Strategies Fund:
 
Alpha Core Strategies Fund, a Delaware statutory trust (the “Fund”), is offering to purchase, on the terms and conditions set forth in this offer and the related Letter of Transmittal (which together constitute the “Offer”), up to a number of common units of beneficial interest (the “Common Units”) having an aggregate net asset value (“NAV”), as of the last calculation of NAV preceding the expiration of the Offer, of $35,000,000 pursuant to tenders by holders of the Common Units (“Unitholders”) in exchange for a Repurchase Instrument (as defined herein) that provides for payment of an amount equal to the net asset value (“NAV”), determined as of December 31, 2021 (the “Valuation Date”), of the repurchased Common Units (the “Payment Amount”).
 
The minimum amount of Common Units that a Unitholder may tender is equal to $20,000 (based on the NAV of such Common Units as of the last calculation of NAV preceding the expiration of the Offer), provided, however, that if a Unitholder holds Common Units having an aggregate value of less than $20,000, the minimum amount of Common Units that a Unitholder may tender is 100% of the Unitholder’s investment.  If a Unitholder attempts to tender a portion of its Common Units in an amount that would reduce the capital account balance to less than $20,000, then the Unitholder shall be deemed to have tendered the entirety of its Common Units.
 
This Offer is being made to all Unitholders and is not conditioned on any minimum amount of Common Units being tendered, but is subject to certain conditions described below. Common Units are not traded on any established trading market and are subject to strict restrictions on transferability pursuant to the Fund’s Agreement and Declaration of Trust, dated as of April 5, 2004, as amended from time to time (the “Declaration of Trust”), and the securities laws.
 

 


Unitholders that desire to tender Common Units for purchase must do so by 5:00 p.m., Central Time, on November 17, 2021 (the “Expiration Date”). Immediately after the Expiration Date, each Unitholder whose Common Units (or portion of them) have been accepted for repurchase will be issued and will be bound by the terms of a repurchase instrument (the “Repurchase Instrument”) reflecting the Fund’s agreement to pay the Unitholder the Payment Amount, equal to the NAV, determined as of the Valuation Date, of the repurchased Common Units, upon the terms and subject to the conditions set forth herein. A form of the Repurchase Instrument is attached hereto as Appendix A.
 
The Repurchase Instrument will be non-interest bearing, non-transferable and non-negotiable.  Once issued a Repurchase Instrument, an investor will no longer be a Unitholder of the Fund under applicable state law and will not have the rights of a Unitholder, including without limitation voting rights.  However, until payment in respect of the Repurchase Instrument is made, an investor will continue to be treated as a partner in the Fund for U.S. income tax purposes and to have the rights that a Unitholder would have to inspect the books and records of the Fund and to receive financial and other reports relating to the Fund.  A Unitholder who is issued a Repurchase Instrument is referred to herein as a “Payee.”
 
Payment in respect of the Repurchase Instrument will be made following the determination of the NAV of the Common Units as of the Valuation Date, but in no event later than the later of (i) thirty (30) days after the Valuation Date, or (ii) if the Fund has requested withdrawals of its capital from any Sub-Fund in which the Fund is invested in order to fund the repurchase of the repurchased Common Units, within ten (10) business days after the Fund has received at least 90% of the aggregate amount withdrawn by the Fund from the Sub-Funds (the “Payment Date”).
 
Unitholders should realize that the value of the Common Units tendered in this Offer likely will change between the most recent calculation of NAV prior to the commencement of the Offer and the Valuation Date, when the value of the Common Units will be determined for purposes of calculating the Payment Amount. Therefore, the Payment Amount received may be more or less than the NAV of the tendered Common Units as of the date hereof or the Expiration Date, in accordance with fluctuations in the Fund’s NAV per Common Unit through the Valuation Date.  Any tendering Unitholders that wish to learn the NAV of their Common Units should contact the Fund, at the email set forth below.
 
Unitholders desiring to tender all or any portion of their Common Units in accordance with the terms of the Offer should complete and sign the attached Letter of Transmittal and email it to the Fund in the manner set forth in Section 4, below.
 
IMPORTANT
 
THE FUND MAKES NO RECOMMENDATION TO ANY UNITHOLDER AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING COMMON UNITS. UNITHOLDERS MUST MAKE THEIR OWN DECISIONS WHETHER TO TENDER COMMON UNITS, AND, IF THEY CHOOSE TO DO SO, THE PORTION OF THEIR COMMON UNITS TO TENDER.
 
BECAUSE EACH UNITHOLDER’S INVESTMENT DECISION IS A PERSONAL ONE, BASED ON ITS FINANCIAL CIRCUMSTANCES, NO PERSON HAS BEEN
 
2


AUTHORIZED TO MAKE ANY RECOMMENDATION ON BEHALF OF THE FUND AS TO WHETHER ANY UNITHOLDERS SHOULD TENDER COMMON UNITS PURSUANT TO THE OFFER. NO PERSON HAS BEEN AUTHORIZED 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:
 
ISQ-AIS50SouthIS@bnymellon.com
 
3


TABLE OF CONTENTS
 
Summary Term Sheet
5
   
1. Background and Purpose of the Offer
8
   
2. Offer to Purchase and Price
9
   
3. Amount of Tender
9
   
4. Procedure for Tenders
10
   
5. Withdrawal Rights
10
   
6. Repurchases and Payment
11
   
7. Certain Conditions of the Offer
12
   
8. Certain Information About the Fund
13
   
9. Material U.S. Federal Income Tax Consequences
15
   
10. Miscellaneous
17
   
11. Financial Statements
18
   
Appendix A: Form of Repurchase Instrument
A-1
 
4


SUMMARY TERM SHEET
 
This Summary Term Sheet highlights certain information concerning the 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.
 

Alpha Core Strategies Fund (hereinafter “we” or the “Fund”) is offering to purchase a portion of its outstanding common units of beneficial interest (“Common Units”) in exchange for a Repurchase Instrument (as defined herein) that provides for payment of an amount equal to the net asset value (“NAV”), determined as of December 31, 2021 (the “Valuation Date”), of the repurchased Common Units (the “Payment Amount”).


This offer (the “Offer”) will remain open until 5:00 p.m., Central Time, on November 17, 2021 unless the Offer is extended (the “Expiration Date”).


Immediately after the Expiration Date, each Unitholder whose Common Units (or portion of them) have been accepted for repurchase will be issued and will be bound by the terms of a repurchase instrument (the “Repurchase Instrument”) reflecting the Fund’s agreement to pay the Common Unitholder the Payment Amount, equal to the NAV, determined as of Valuation Date, of the repurchased Common Units. The Repurchase Instrument will be non-interest bearing, non-transferable and non-negotiable.  Once issued a Repurchase Instrument, an investor will no longer be a Unitholder of the Fund under applicable state law and will not have the rights of a Unitholder, including without limitation voting rights.  However, until payment in respect of the Repurchase Instrument is made, an investor will continue to be treated as a partner in the Fund for U.S. income tax purposes and to have the rights that a Unitholder would have to inspect the books and records of the Fund and to receive financial and other reports relating to the Fund.   A Unitholder who is issued a Repurchase Instrument is referred to herein as a “Payee.” The Repurchase Instrument will be held by The Bank of New York Mellon, as escrow agent, on behalf of the Payee.  A tendering Unitholder may request a copy of the Repurchase Instrument by contacting the Fund at: ISQ-AIS50SouthIS@bnymellon.com and, upon request, the Repurchase Instrument, when issued, will be mailed to the tendering Unitholder at the Unitholder’s address maintained in the books and records of the Fund.


Payment in respect of the Repurchase Instrument will be made following the determination of the NAV of the Common Units as of the Valuation Date, but in no event later than the later of (i) thirty (30) days after the Valuation Date, or (ii) if the Fund has requested withdrawals of its capital from any Sub-Fund in which the Fund is invested in order to fund the repurchase of the repurchased Common Units, within ten (10) business days after the Fund has received at least 90% of the aggregate amount withdrawn by the Fund from the Sub-Funds (the “Payment Date”). The Fund currently expects that it will complete the calculation of the NAV within 15 business days of the Valuation Date.  The Repurchase Instrument may be prepaid, without premium, penalty or notice, at any time on or after the Valuation Date.

5

 

The minimum amount of Common Units that a Unitholder may tender is equal to $20,000 (based on the NAV of such Common Units as of the last calculation of NAV preceding the expiration of the Offer), provided, however, that if a Unitholder holds Common Units having an aggregate value of less than $20,000, the minimum amount of Common Units that a Unitholder may tender is 100% of the Unitholder’s investment.  If a Unitholder attempts to tender a portion of its Common Units in an amount that would reduce the capital account balance to less than $20,000, then the Unitholder shall be deemed to have tendered the entirety of its Common Units.


The Payment Amount will take into account and include all Fund income, gains, losses, deductions and expenses until the Valuation Date.


The amount that a Unitholder may expect to receive pursuant to the Repurchase Instrument in connection repurchase of the Unitholder’s Common Units will be the value of those Common Units determined on the Valuation Date based on the NAV per unit of the Fund’s Common Units as of the Valuation Date.


Although the Payment Amount required to be paid by the Fund under the Repurchase Instrument will generally be paid in cash, the Fund may under certain limited circumstances pay all or a portion of the Payment Amount due by an in-kind distribution of securities.  The Fund intends to make an in-kind payment only under the limited circumstance where the Fund receives an in-kind distribution from Sub-Funds of transferable securities that the Fund cannot liquidate itself prior to the Payment Date.


The Fund is offering to purchase up to a number of Common Units  having an aggregate NAV, as of the last calculation of NAV preceding the expiration of the Offer, of $35,000,000. If more than the offered number of Common Units is duly tendered prior to the expiration of the Offer and not withdrawn, the Fund presently intends to, subject to the condition that there have been no changes in the factors originally considered by the Trustees when it determined to make the Offer and the other conditions set forth in this Offer to Purchase, but is not obligated to, extend the Offer period, if necessary, and increase the number of Common Units that the Fund is offering to purchase to an amount which it believes will be sufficient to accommodate the excess Common Units tendered as well as any additional Common Units tendered during the extended Offer period. Alternatively, the Fund may purchase the offered number of Common Units on a pro rata basis.


Following this summary is a formal notice of our offer to repurchase your Common Units. Our offer remains open to you until 5:00 p.m., Central Time, on November 17, 2021, the expected expiration date of the Offer. Until that time, you have the right to change your mind and withdraw any tender of your Common Units.  Unitholders will also have the right to withdraw a tender of Common Units at any time after December 15, 2021, to the extent the tendered Common Units have not yet been accepted for purchase by the Fund.

6

 

If you would like to tender your Common Units (or a portion of your Common Units) for repurchase, you should email the Letter of Transmittal (enclosed with the Offer), to the Fund at 50SC_hedgefunds@ntrs.com by November 17, 2021.


If you would like to learn the NAV of your Common Units, which we calculate monthly, based upon the information we receive from the managers of the investment funds in which we invest, you may contact us at ISQ-AIS50SouthIS@bnymellon.com. Unitholders should realize that the value of the Common Units tendered in this Offer likely will change between the most recent calculation of NAV prior to the commencement of the Offer and the Valuation Date, when the value of the Common Units will be determined for purposes of calculating the Payment Amount. Therefore, the Payment Amount received may be more or less than the NAV of the tendered Common Units as of the date hereof or the Expiration Date, in accordance with fluctuations in the Fund’s NAV per Common Unit through the Valuation Date.


Please note that just as you have the right to withdraw the tender of your Common Units, we have the right to cancel, amend or postpone this Offer at any time before 5:00 p.m., Central Time, on November 17, 2021.

7


1.         Background and Purpose of the Offer
 
The purpose of this Offer to repurchase Common Units of the Fund is to provide liquidity to Unitholders, as contemplated by and in accordance with the procedures set forth in the Fund’s Confidential Private Offering Memorandum (the “Offering Memorandum”). Because there is no secondary trading market for Common Units and transfers of Common Units are prohibited without prior approval of the Fund, the Board of Trustees of the Fund (the “Trustees”) have determined, after consideration of various matters, including but not limited to those set forth in the Offering Memorandum, that the Offer is in the best interests of Unitholders in order to provide liquidity for Common Units as contemplated in the Offering Memorandum. The Trustees intend to consider the continued desirability of making an offer to purchase Common Units each quarter, but the Fund is not required to make any such offer.
 
The purchase of Common Units pursuant to the Offer will have the effect of increasing the proportionate interest in the Fund of Unitholders that do not tender Common Units. Unitholders that retain their Common Units may be subject to increased risks due to the reduction in the Fund’s aggregate assets resulting from payment for the Common Units 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. A reduction in the aggregate assets of the Fund may result in Unitholders that do not tender Common Units bearing higher costs to the extent that certain expenses borne by the Fund are relatively fixed and may not decrease if assets decline.
 
Common Units that are tendered to the Fund in connection with this Offer will be retired, although the Fund will issue new Common Units from time to time as set forth in its Confidential Private Offering Memorandum. The Fund currently expects that it will accept subscriptions for Common Units as of the first business day of each calendar month, but is under no obligation to do so, and may do so more frequently as determined by the  Trustees.
 
The tender of Common Units by a Unitholder will not affect the record ownership of such Unitholder for purposes of voting or entitlement to any distributions payable by the Fund unless and until such Common Units are actually repurchased. Also realize that although the Offer expires on November 17, 2021, you will remain a Unitholder of the Fund with respect to the Common Units you tendered that are accepted for repurchase by the Fund until the issuance of the Repurchase Instrument representing payment for the Common Units tendered.
 
Unitholders may learn the NAV of the Common Units, which we calculate monthly, based upon the information we receive from the managers of the investment funds in which we invest, you may contact us at ISQ-AIS50SouthIS@bnymellon.com. Unitholders should realize that the value of the Common Units tendered in this Offer likely will change between the most recent calculation of NAV prior to the commencement of the Offer and the Valuation Date, when the value of the Common Units will be determined for purposes of calculating the Payment Amount. Therefore, the Payment Amount received may be more or less than the NAV of the tendered Common Units as of the date hereof or the Expiration Date, in accordance with fluctuations in the Fund’s NAV per Common Unit through the Valuation Date.
 
8


2.         Offer to Purchase and Price
 
The Fund will, on the terms and subject to the conditions of the Offer, repurchase up to a number of Common Units having an aggregate NAV, as of the last calculation of NAV preceding the expiration of the Offer, of $35,000,000 that are properly tendered by Unitholders and not withdrawn (in accordance with Section 5 below) prior to the Expiration Date. The Fund reserves the right to extend, amend or cancel the Offer as described in Sections 3 and 7 below.  Common Units will be repurchased in the Offer in exchange for a Repurchase Instrument that provides for payment of the Payment Amount, equal to the NAV, determined as of the Valuation Date, of the repurchased Common Units.

3.         Amount of Tender
 
The minimum amount of Common Units that a Unitholder may tender is equal to $20,000 (based on the NAV of such Common Units as of the last calculation of NAV preceding the expiration of the Offer), provided, however, that if a Unitholder holds Common Units having an aggregate value of less than $20,000, the minimum amount of Common Units that a Unitholder may tender is 100% of the Unitholder’s investment.  If a Unitholder attempts to tender a portion of its Common Units in an amount that would reduce the capital account balance to less than $20,000, then the Unitholder shall be deemed to have tendered the entirety of its Common Units. The Offer is being made to all Unitholders and is not conditioned on any minimum amount of Common Units being tendered.
 
If the number of Common Units properly tendered prior to the Expiration Date and not withdrawn is less than or equal to the offered number of Common Units, the Fund will, upon the terms and subject to the conditions of the Offer, purchase all Common Units so tendered.
 
If more than the offered number of Common Units is duly tendered prior to the expiration of the Offer and not withdrawn, the Fund presently intends to, subject to the condition that there have been no changes in the factors originally considered by the Trustees when it determined to make the Offer and the other conditions set forth in Section 7, but is not obligated to, extend the Offer period, if necessary, and increase the number of Common Units that the Fund is offering to purchase to an amount which it believes will be sufficient to accommodate the excess Common Units tendered as well as any additional Common Units tendered during the extended Offer period.  Alternatively, the Fund may purchase the offered number of Common Units on a pro rata basis.
 
If more than 60% of Common Units are duly tendered to the Fund prior to the expiration of the Offer and not withdrawn pursuant to Section 5 below, the Trustees will in their sole discretion consider whether it is appropriate to liquidate the Fund. The Offer may be extended, amended or canceled in various other circumstances described in Section 7 below.
 
9


4.         Procedure for Tenders
 
Unitholders wishing to tender Common Units pursuant to the Offer should email the Letter of Transmittal (enclosed with the Offer), to the Fund at 50SC_hedgefunds@ntrs.com.  The completed and executed Letter of Transmittal must be received by email, no later than 5:00 p.m., Central time, on November 17, 2021.
 
Unitholders wishing to confirm receipt of a Letter of Transmittal may contact the Fund at the email set forth on page 3. The delivery of any documents is at the election and complete risk of the Unitholder tendering Common Units. 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 Common Units or any particular Unitholder, 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 tenders must be cured within such time as the Fund shall determine. Tenders will not be deemed to have been made until the defects or irregularities have been cured or waived. Neither the Fund nor its agents shall be obligated to give notice of any defects or irregularities in tenders, nor shall any of them incur any liability for failure to give such notice.
 
5.         Withdrawal Rights
 
Any Unitholder tendering Common Units pursuant to this Offer may withdraw its tender at any time prior to or on the Expiration Date. Unitholders will also have the right to withdraw a tender of Common Units at any time after December 15, 2021, to the extent the tendered Common Units have not yet been accepted for purchase by the Fund. To be effective, any notice of withdrawal of a tender must be timely received at the email set forth on page 3. A form to give notice of withdrawal of a tender is available by emailing the Fund at the email indicated on page 3. All questions as to the form and validity (including time of receipt) of notices of withdrawal of a tender will be determined by the Fund, in its sole discretion, and such determination shall be final and binding. A tender of Common Units properly withdrawn shall not thereafter be deemed to be tendered for purposes of the Offer. However, withdrawn Common Units may be tendered again prior to the Expiration Date by following the procedures described in Section 4.
 
10


6.         Repurchases and Payment
 
For purposes of the Offer, the Fund will be deemed to have accepted (and thereby repurchased) Common Units that are tendered as, if, and when, it gives written notice to the tendering Unitholder of its election to repurchase such Common Units.
 
Immediately after the Expiration Date, each Unitholder whose Common Units (or portion of them) have been accepted for repurchase will be issued and will be bound by the terms of a Repurchase Instrument reflecting the Fund’s agreement to pay the Unitholder the Payment Amount, equal to the NAV, determined as of the Valuation Date, of the repurchased Common Units. The Repurchase Instrument will be non-interest bearing, non-transferable and non-negotiable.  Once issued a Repurchase Instrument, an investor will no longer be a Unitholder of the Fund under applicable state law and will not have the rights of a Unitholder, including without limitation voting rights.  However, until payment in respect of the Repurchase Instrument is made, an investor will continue to be treated as a partner in the Fund for U.S. income tax purposes and to have the rights that a Unitholder would have to inspect the books and records of the Fund and to receive financial and other reports relating to the Fund.  A Unitholder who is issued a Repurchase Instrument is referred to herein as a “Payee.” The Repurchase Instrument will be held by The Bank of New York Mellon, as escrow agent, on behalf of the Payee.  A tendering Unitholder may request a copy of the Repurchase Instrument by contacting the Fund at ISQ-AIS50SouthIS@bnymellon.com and, upon request, the Repurchase Instrument, when issued, will be mailed to the tendering Unitholder at the Unitholder’s address maintained in the books and records of the Fund.
 
Payment in respect of the Repurchase Instrument will be made following the determination of the NAV of the Common Units as of the Valuation Date, but in no event later than the later of (i) thirty (30) days after the Valuation Date, or (ii) if the Fund has requested withdrawals of its capital from any Sub-Fund in which the Fund is invested in order to fund the repurchase of the repurchased Common Units, within ten (10) business days after the Fund has received at least 90% of the aggregate amount withdrawn by the Fund from the Sub-Funds (the “Payment Date”). The Fund currently expects that it will calculate the NAV within 15 business days of the Valuation Date.  The Repurchase Instrument may be prepaid, without premium, penalty or notice, at any time on or after the Valuation Date.
 
The Payment Amount will take into account and include all Fund income, gains, losses, deductions and expenses until the Valuation Date.
 
The Payment Amount that a Unitholder may expect to receive will be the value of the repurchased Common Units determined on the Valuation Date based on the NAV of the Common Units as of the Valuation Date.  Although the Payment Amount required to be paid by the Fund under the Repurchase Instrument will generally be paid in cash, the Fund may under certain limited circumstances pay all or a portion of the Payment Amount due by an in-kind distribution of securities.  The Fund intends to make an in-kind payment only under the limited circumstance where the Fund receives an in-kind distribution from Sub-Funds of transferable securities that the Fund cannot liquidate itself prior to the Payment Date.
 
11


It is expected that payments under the Repurchase Instrument will be derived from one or more of the following: (a) cash on hand; (b) withdrawals of capital from the Sub-Funds in which the Fund has invested; and/or (c) borrowings, as described below. Neither the Fund nor its investment adviser has determined at this time to borrow funds to purchase Common Units tendered in connection with the Offer. However, depending on the dollar amount of Common Units tendered and prevailing general economic and market conditions, the Fund, in its sole discretion, may decide to finance any portion of the purchase price, subject to compliance with applicable law, through borrowings.
 
The Fund has entered into a credit agreement with Bank of Montreal (the “Credit Agreement”), pursuant to which the Fund may, from time to time, borrow money for temporary cash management purposes, including in connection with offers to purchase Common Units.  The amount the Fund may borrow under such Credit Agreement may not exceed 10% of the Fund’s NAV.   Pursuant to such Credit Agreement, the Fund pays an interest rate of 1-month LIBOR plus 1.75% on amounts borrowed and a commitment fee of 0.75% on the unused portion of the commitment amount.  Amounts borrowed under the Credit Agreement in connection with the Offer would be repaid through the disposition of portfolio investments.
 
7.         Certain Conditions of the Offer
 
Notwithstanding any other provision of the Offer, the Fund may cancel the Offer, amend the Offer or postpone the acceptance of tenders made pursuant to the Offer if: (a) the Fund would not be able to liquidate portfolio securities in a manner that is orderly and consistent with the Fund’s investment objectives and policies in order to repurchase Common Units tendered pursuant to the Offer; (b) there is, in the judgment of the Fund’s Board, 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, Illinois, or New York State 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 Fund has a material investment, (v) commencement of war, armed hostilities, terrorist action or other international or national calamity or Acts of God directly or indirectly involving the United States that is material to the Fund, (vi) material decrease in the NAV of the Fund from the NAV of the Fund as of commencement of the Offer, or (vii) other event or condition that would have a material adverse effect on the Fund or its Unitholders if Common Units tendered pursuant to the Offer were purchased; or (c) the Fund’s Board determines that it is not in the best interests of the Fund to purchase Common Units pursuant to the Offer. However, there can be no assurance that the Fund will exercise its right to extend, amend or cancel the Offer or to postpone acceptance of tenders pursuant to the Offer.
 
The foregoing conditions are for the sole benefit of the Fund and may be asserted by the Fund regardless of the circumstances (including any action or inaction by the Fund) giving rise to any of these conditions, and may be waived by the Fund, in whole or in part, at any time and from time to time, before the payment date, in its sole discretion. The Fund’s failure at any time to exercise any of the foregoing rights shall not be deemed a waiver of any of these rights, and each of these rights shall be deemed an ongoing right that may be asserted at any time
 
12


and from time to time. Any determination or judgment by the Fund concerning the events described above will be final and binding on all parties.
 
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 Unitholders of such extension. During any such extension, all Common Units previously tendered and not withdrawn will remain subject to the Offer.  In the event of an extension of the Offer, the Fund reserves the right to adjust the Valuation Date to correspond with such extension and all references herein to the Valuation Date shall mean such adjusted date.
 
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, to: (a) cancel the Offer in the circumstances set forth above and in the event of such cancellation not to purchase or pay for any Common Units tendered pursuant to the Offer;  (b) amend the Offer; and (c) postpone the acceptance of Common Units. If the Fund materially changes the terms of the Offer or the information concerning the Offer, or if it waives a material condition of the Offer, the Fund will extend the Offer to the extent required by Rules 13e-4(d)(2) and 13e-4(e)(3) promulgated under the Securities Exchange Act of 1934 (the “1934 Act”). These rules require that the minimum period during which an offer must remain open following material changes in the terms of the offer or information concerning the offer (other than a change in price or a change in percentage of securities sought) will depend on the facts and circumstances, including the relative materiality of such terms or information. There can be no assurance that the Fund will exercise its right to extend, amend or cancel the Offer or to postpone acceptance of tenders pursuant to the Offer.
 
If more than 60% of Common Units are duly tendered to the Fund prior to the expiration of the Offer and not withdrawn pursuant to Section 5, the Trustees will in their sole discretion consider whether it is appropriate to liquidate the Fund.
 
8.         Certain Information About the Fund
 
The Fund is organized as a Delaware statutory trust and the principal office of the Fund is located at 50 South LaSalle Street, Chicago, Illinois 60603. The Fund’s telephone number is (312) 630-6000. Common Units are not traded on any established trading market and are subject to strict restrictions on transferability pursuant to the Declaration of Trust and the Securities Act.
 
The Fund issues Common Units to the Feeder Funds and to direct investors in private placement transactions that do not involve any “public offering” within the meaning of Section 4(2) of the Securities Act of 1933 in amounts equal to the aggregate value of shares of the Fund sold to such persons.  Other than this continuous private offering of Common Units by the Fund, pursuant to which the Fund has issued approximately $9,484,000 of Common Units during the past 60 business days at a price equal to the NAV per unit on the date of each such sale, there have not been any transactions involving the Common Units that were effected during the past 60 business days by the Fund, any executive officer or manager of the Fund, any person controlling the Fund, any executive officer or director of any corporation ultimately in control of the Fund or by any associate or subsidiary of any of the foregoing, including any executive officer or director of any such subsidiary.
 
13



 
Based on the Common Units outstanding as of August 31, 2021, the following persons own the number of Common Units set forth below:
 
   
Number of Common Units
     
Alpha Core Strategies Feeder Fund
 
2,573,506.43
Alpha Core Strategies Feeder Fund, Q.P.
 
11,838,587.52
John F.X. Manning, Trustee
 
6,506.88
John J. Masterson, Trustee
 
12,237.02
Ralph F. Vitale, Trustee
 
8,363.16
James D. McDonald, Trustee
 
2,590.27
Lizabeth Boeckmann, Officer
 
0
Jeffrey Buth, Officer
  0
Craig R. Carberry, Officer
 
0
Darlene Chappell, Officer
 
0
Justin Redeker, Officer   0
Monika Singh, Officer
  0

Other than as listed above, no trustee or officer of the Fund and no person controlling the Fund or the Fund’s investment adviser nor any associate or majority-owned subsidiary of such person owns (directly or indirectly) Common Units of the Fund. Unless otherwise noted, addresses for each of the persons listed above is c/o Alpha Core Strategies Fund, 50 South LaSalle Street Chicago, IL 60603.

The Fund has been informed that the Feeder Funds may tender a portion of their Common Units pursuant to the Offer. Except for the Feeder Funds, to the Fund’s knowledge, no executive officer, trustee, or other affiliate plans to tender Common Units pursuant to the Offer, and the Fund presently has no plans to purchase the Common Units of any executive officer, trustee or other affiliate of the Fund pursuant to the Offer.
 
The Offering Memorandum and the offering memoranda of the Feeder Funds state that the Fund intends to effect quarterly tender offers.  The Fund has previously made offers to repurchase on a quarterly basis.  Affiliates of the Fund (other than the Feeder Funds) have not previously tendered any Interests to the Fund either directly or indirectly through the Feeder Funds .
 
Apart from facts set forth in the foregoing paragraphs, the Fund does not have any plans, proposals or negotiations that relate to or would result in (1) an extraordinary transaction, such as a merger, reorganization or liquidation, involving the Fund; (2) a purchase, sale or transfer of a material amount of assets of the Fund; (3) any material change in the present dividend rate or policy, or indebtedness or capitalization of the Fund; (4) any change in the present board of trustees or management of the Fund, including but not limited to, any plans or proposal to change the number or the term of trustees or to change any material term of the employment contract of any executive officer; (5) any other material change in the Fund’s structure or business, including any plans or proposals to make any changes in its investment policy for which a vote would be required by Section 13 of the Investment Company Act of 1940, as amended; (6) any class of equity securities of the Fund to be delisted from a national securities exchange or cease to be authorized to be quoted in an automated quotation system operated by a national securities association; (7) any class of equity securities of the Fund becoming eligible for termination of registration under Section 12(g)(4) of the 1934 Act; (8) the suspension of the Fund’s obligation to file reports under Section 15(d) of the 1934 Act; (9) the acquisition by any person of additional securities of the Fund or the disposition of securities of the Fund other than as set forth in the Fund’s registration statement; or (10) any changes in the Fund’s charter, bylaws or other governing instruments or other actions that could impede the acquisition of control of the Fund.
 
For the avoidance of doubt, it should be noted that the Fund currently intends to make quarterly tender offers similar to the Offer on a going-forward basis.
 
Apart from facts set forth above, the Fund does not know of any contract, agreement, arrangement, understanding or relationship, whether contingent or otherwise or whether or not legally enforceable, between the Fund, any of the Fund’s executive officers or trustees, any person controlling the Fund, or any executive officer or director of any corporation ultimately in control of the Fund, and any person with respect to any securities of the Fund (including, but not limited to, any contract, agreement, arrangement, understanding or relationship concerning the transfer or the voting of any such securities, joint ventures, loan or option arrangements, puts or calls, guarantees of loans, guarantees against loss, or the giving or withholding of proxies, consents or authorizations).
 
Except as described in this Offer to Purchase, the Fund is not aware of any governmental license or regulatory permit that appears to be material to its business that might be adversely affected by its acquisition of Common Units as contemplated by the Offer or, of any approval or other action by any government or governmental, administrative or regulatory authority or agency, domestic or foreign, that would be required for the Fund’s acquisition or
 
14


ownership of Common Units as contemplated by the Offer. Should any such approval or other action be required, the Fund currently contemplates that it will seek approval or other action will be sought. The Fund cannot predict whether it may determine that it is required to delay the acceptance for payment of, or payment for, Common Units tendered in response to the Offer, pending the outcome of any such matters. There can be no assurance that any approval or other action, if needed, would be obtained or would be obtained without substantial conditions or that the failure to obtain any approval or other action might not result in adverse consequences to the Fund’s business. The Fund’s obligation to accept for payment and pay for Common Units under the Offer is subject to various conditions.
 
9.         Material U.S. Federal Income Tax Consequences
 
The following summary is a discussion of the material U.S. federal income tax consequences of the Offer that may be relevant to Unitholders who tender some or all of their Common Units for cash pursuant to the Offer.  This discussion is based on the Internal Revenue Code of 1986, as amended (the “Code”), Treasury Regulations, rulings issued by the Internal Revenue Service (the “IRS”), and judicial decisions and other applicable authorities, all as of the date hereof.  All of the foregoing is subject to change or differing interpretations, possibly with retroactive effect.  This summary does not purport to discuss all aspects of U.S. federal income taxation which may be important to a particular person in light of its investments or tax circumstances, or to certain types of investors subject to special tax rules (including financial institutions, broker-dealers, and insurance companies), nor (except as otherwise expressly indicated) does it describe any aspect of state, local, foreign or other tax laws.  This summary assumes that the Common Units are held by the Unitholders for investment purposes (commonly referred to as “capital assets”).  No advance ruling has been or will be sought from the IRS regarding any matter discussed herein.  Further, no opinion of counsel has been or will be obtained with regard to the Offer.

The U.S. federal income tax treatment of a Unitholder participating in the Offer depends in some instances on determinations of fact and interpretations of complex provisions of U.S. federal income tax law for which no clear precedent or authority may be available.  Accordingly, you should consult your tax advisor regarding the U.S. federal, state, local and foreign tax consequences of tendering your Common Units pursuant to the Offer or of a decision not to tender in light of your specific tax situation.

Tax Consequences to Unitholders.  A distribution by the Fund of a Repurchase Instrument to a Unitholder will not be a taxable event to the Unitholder. Rather, the Unitholder will continue to be treated as a partner in the Fund for tax purposes with respect to those units tendered in exchange for a Repurchase Instrument, even if a Unitholder tenders all of his, her or its Common Units for redemption. Accordingly, each Unitholder, in computing its U.S. federal income tax, will include its allocable share of Fund items of income, gain, loss, deduction and expense allocated to the Repurchase Instrument for the period during which such Unitholder holds the Repurchase Instrument, as determined by the provisions of the Fund’s Declaration of Trust if such allocations are in accordance with section 704 of the Code and the Treasury Regulations thereunder.    If the IRS successfully challenged any of such allocations of the Fund, and there can be no assurance that the IRS might not, the redetermination of the allocations to a

15


particular Unitholder for U.S. federal income tax purposes may be less favorable than the allocations set forth in the Declaration of Trust.

A distribution by the Fund in payment of a Repurchase Instrument that was distributed to a Unitholder in respect of less than all of a Unitholder’s Common Units will reduce, but not below zero, the Unitholder’s adjusted tax basis in all of his, her or its Common Units held immediately before the payment in respect of the Repurchase Instrument (see “Adjusted Tax Basis” below).  If the payment in respect of the Repurchase Instrument by the Fund to a Unitholder exceeds the Unitholder’s adjusted tax basis in his, her or its Common Units, the excess will be taxable to the Unitholder as though it were a gain from a sale or exchange of the Common Units.  Such gain generally will be long-term capital gain if the Unitholder’s Common Units have been held for more than one year.  Amounts realized attributable to the Unitholder’s allocable share of the Fund’s “unrealized receivables” or “substantially appreciated inventory,” each as defined in Section 751 of the Code, may be treated as ordinary income, taxable at ordinary income rates.  It is possible that partial redemptions made during the taxable year could result in taxable gain to a Unitholder where no gain would otherwise have resulted if the same partial redemption were made at the end of the taxable year.

A Unitholder who redeems for cash all of his, her or its Common Units will recognize gain or loss measured by the difference between the amount realized on the payment in respect of the Repurchase Instrument and the Unitholder’s adjusted tax basis in the Repurchase Instrument sold (see “Adjusted Tax Basis” below).  Such gain or loss generally will be long-term capital gain or loss if the Unitholder’s redeemed Common Units have been held for more than one year at the time payment is made in respect of the Repurchase Instrument.  The amount realized will include the Unitholder’s allocable share of Fund nonrecourse borrowings (as defined for U.S. federal income tax purposes), if any, as well as any proceeds from the payment in respect of the Repurchase Instrument.

Long-term capital gains recognized by individuals and certain other non-corporate taxpayers generally will be subject to reduced maximum tax rates.

Adjusted Tax Basis.  A Unitholder’s adjusted tax basis in its Common Units is equal to the Unitholder’s aggregate capital contributions to the Fund as adjusted by certain items.  Basis is generally increased by the Unitholder’s allocable share of Fund profits (and items of income and gain) and Fund nonrecourse borrowings (as defined for U.S. federal income tax purposes), if any.  Basis is generally decreased by the Unitholder’s allocable share of Fund losses (and items of loss, deduction and expense), the amount of cash distributed by the Fund to the Unitholder, and the Fund’s tax basis of property (other than cash) distributed by the Fund to the Unitholder and any reduction in the Unitholder’s allocable share of Fund nonrecourse borrowings (as defined for U.S. federal income tax purposes), if any.

A Repurchase Instrument that is distributed to a Unitholder in respect of less than all of a Unitholder’s Common Units will not affect the aggregate adjusted tax basis of the Unitholder’s remaining Common Units immediately before the distribution. Accordingly, the Unitholder’s aggregate adjusted basis in his, her or its Common Units immediately before the distribution of the Repurchase Instrument will equal the Unitholder’s aggregate adjusted basis

16


for such Unitholder’s remaining Common Units following the distribution of the Repurchase Instrument.

If a Repurchase Instrument is distributed to a Unitholder in respect of all of a Unitholder’s Common Units, the adjusted tax basis of the Repurchase Instrument will equal the aggregate adjusted basis of the Common Units immediately before the distribution of the Repurchase Instrument. In such a case, the adjusted tax basis of the Repurchase Instrument will generally be increased by the Unitholder’s allocable share of Fund profits (and items of income and gain) and Fund nonrecourse borrowings (as defined for U.S. federal income tax purposes), if any. The Repurchase Instrument’s basis will generally be decreased by the Unitholder’s allocable share of Fund losses (and items of loss, deduction and expense), the amount of cash distributed by the Fund to the Unitholder, and the Fund’s tax basis of property (other than cash) distributed by the Fund to the Unitholder and any reduction in the Unitholder’s allocable share of Fund nonrecourse borrowings (as defined for U.S. federal income tax purposes), if any, as if such Unitholder still held his, her or its Common Units tendered in exchange for the Repurchase Instrument.

Information Reporting and Backup Withholding.  If you tender any Common Units, you must report the transaction by filing a statement with your U.S. federal income tax return for the year of the tender which provides certain required information to the IRS.  To prevent possible application of backup U.S. federal income tax withholding with respect to the payment of the Offer consideration, you are generally required to provide us with your correct taxpayer identification number.  Backup withholding is not an additional tax.  Any amounts withheld under the back-up withholding rules may be refunded or credited against your U.S. federal income tax liability, if any, provided that the required information is timely furnished to the IRS.

State and Local Withholding.  If you tender any Common Units pursuant to this Offer, we may be required under state or local tax laws to deduct and withhold a portion of our Offer price.  You should consult your tax advisor concerning whether any state or local withholding would be required on a disposition of your Common Units and whether such amounts may be available to you as a credit on your state or local tax returns.

10.         Miscellaneous
 
The Offer is not being made to, nor will tenders be accepted from, Unitholders in any jurisdiction in which the Offer or its acceptance would not comply with the securities or Blue Sky laws of such jurisdiction. The Fund is not aware of any jurisdiction in which the Offer or tenders pursuant thereto would not be in compliance with the laws of such jurisdiction.  Unitholders should consult with their own advisors regarding filing and disclosure requirements in connection with the Fund, including the filing of FBAR forms.
 
No person has been authorized to give any information or make any representation on behalf of the Fund not contained in the Offer documents and, if given or made, such information or representation must not be relied upon as having been authorized.
 
17


The Fund is subject to the informational requirements of the 1940 Act and in accordance therewith files annual reports, proxy statements and other information with the Securities and Exchange Commission (“SEC”) relating to its business, financial condition and other matters. The Fund is required to disclose in such proxy statements certain information, as of particular dates, concerning the Fund’s Trustees and executive officers, their remuneration, the principal holders of the Fund’s securities and any material interest of such persons in transactions with the Fund. The Fund has also filed an Issuer Tender Offer Statement on Schedule TO with the SEC. Such reports, proxy statements and other information may be inspected at the public reference facilities maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549. Copies may be obtained, by mail, upon payment of the SEC’s customary charges, by writing to its principal office at 100 F Street, N.E., Washington, D.C. 20549. Such reports and other information are also available on the SEC’s web site (http://www.sec.gov).
 
11.         Financial Statements
 
The Fund’s audited financial statements appearing in the Fund’s annual report to shareholders for the period ended March 31, 2021, including accompanying notes thereto and the report of the Fund’s independent registered public accounting firm thereon, as contained in the Fund’s Form N-CSR filed with the SEC on June 4, 2021, are incorporated herein by reference. Copies of the Fund’s annual report to shareholders are available upon request and without charge by emailing the Fund at ISQ-AIS50SouthIS@bnymellon.com. All other portions of the Fund’s annual report to shareholders are not incorporated herein by reference and are not part of this Offer to Purchase.
 
 
18


Appendix A
 
FORM OF REPURCHASE INSTRUMENT

Alpha Core Strategies Fund (“Payor”), a Delaware statutory trust, hereby promises to pay [UNITHOLDER NAME] (“Payee”) the Payment Amount (as defined in Section 2) as discussed below.

This Repurchase Instrument is being issued so that Payor may repurchase the units of interest in Payor (the “Repurchased Units”) from Payee pursuant to the terms and subject to the conditions set out in the applicable Offer to Repurchase and the Notice of Intent to Tender submitted by Payee (which Offer to Repurchase and Notice of Intent to Tender, together with any amendments or supplements thereto collectively constitute the “Offer”).  This Repurchase Instrument is (i) not negotiable, (ii) not interest-bearing and (iii) not assignable.

1.         General Payment Provisions.  Payor will make the Payment under this Repurchase Instrument in a single installment in such currency of the United States of America as will be legal tender at the time of payment.  Payment under this Repurchase Instrument will be made by immediately available funds to Payee’s account as previously identified to Payor by Payee.  Notwithstanding the foregoing, Payor may decide, in its sole discretion, to make payment in cash, by the distribution of securities in kind, or partly in cash and partly in kind.  Any payment in the form of securities will be made by means of a separate arrangement entered into with Payee in the sole discretion of Payor.

2.         Payment.  The “Payment Amount” will be an amount equal to the net asset value of the Repurchased Units determined as of December 31, 2021 (the “Valuation Date”) (and valued within 30 days of such Valuation Date in accordance with the policies and procedures with respect to the determination of net asset value as determined from time to time by the Board Trustees of Payor pursuant to Payor’s Agreement and Declaration of Trust).  Payor will make payment under this Repurchase Instrument following the determination of the net asset value as of Payor’s units as of the Valuation Date, but in no event later than the later of (1) thirty (30) days after the Valuation Date, or (2) if Payor has requested withdrawals of its capital from any investment funds in which Payor is invested in order to fund the repurchase of the Repurchased Units and the payment of the Payment Amount, within ten (10) business days after Payor has received at least 90% of the aggregate amount withdrawn by Payor from the investment funds.

To the extent that the Repurchased Units are subject to an Early Withdrawal Charge (as defined in Payor’s offering memorandum), such Early Withdrawal Charge will be deducted from the Payment Amount.

3.         Optional Prepayment.  This Repurchase Instrument may be prepaid, without premium, penalty or notice, at any time on or after the Valuation Date.

4.         Events of Default.

(a)        The occurrence of any of the following events shall be deemed to be an “Event of Default” under this Repurchase Instrument:

A-1



(i)
Payor defaults in payment of the Payment Amount when due in accordance with this Repurchase Instrument and any such default continues for a period of ten (10) days;


(ii)
Payor shall commence any proceeding or other action relating to itself in bankruptcy or seeking reorganization, arrangement, readjustment, dissolution, liquidation, winding-up, relief or composition of Payor or of the debts of Payor under any law relating to bankruptcy, insolvency or reorganization or relief of debtors and any of such events continues for sixty-five (65) days undismissed, unbonded or undischarged; Payor applies for, or consents or acquiesces to, the appointment of a receiver, conservator, trustee or similar officer for Payor or for all or substantially all of the property of Payor and any of such events continues for sixty-five (65) days undismissed, unbonded or undischarged; or


(iii)
The commencement of any proceeding or the taking of any other action against Payor in bankruptcy or seeking reorganization, arrangement, readjustment, dissolution, liquidation, winding-up, relief or composition of Payor or of the debts of Payor under any law relating to bankruptcy, insolvency or reorganization or relief of debtors and any of such events continues for sixty-five (65) days undismissed, unbonded or undischarged; or the appointment of a receiver, conservator, trustee or similar officer for Payor or for all or substantially all of the property of Payor and any such event continues for sixty (60) days undismissed, unbonded or undischarged.

(b)        Upon the occurrence of an Event of Default, the entire unpaid amount of this Repurchase Instrument outstanding shall become immediately due and payable, without presentment, demand, protest, or other notice of any kind, all of which are expressly waived, and without any action on the part of Payee.

5.         Miscellaneous.

(a)        Governing Law; Consent to Jurisdiction.  This Repurchase Instrument and the rights and remedies of Payor and Payee will be governed by and construed in accordance with the laws of the State of Delaware applicable to agreements made and to be wholly performed within such State, without regard to the conflict of laws principles of such State.  Any legal action, suit or proceeding arising out of or relating to this Repurchase Instrument may be instituted in any state or federal court located within the State of Delaware, and each party hereto agrees not to assert, by way of motion, as a defense, or otherwise, in any such action, suit or proceeding, any claim that it is not subject personally to the jurisdiction of such court, that the venue of the action, suit or proceeding is improper or that this Repurchase Instrument or the subject matter hereof may not be enforced in or by such court.

(b)        Notices.  All communications under this Repurchase Instrument will be given in writing, sent by telecopier or registered mail to the address set forth below or to such other

A-2


address as such party will have specified in writing to the other party hereto, and will be deemed to have been delivered effective at the earlier of its receipt or within two (2) days after dispatch.

If Payor, to:
 
Alpha Core Strategies Fund
c/o The Bank of New York Mellon
Alternative Investment Services
400 Bellevue Parkway
Wilmington, DE 19809

If Payee, to:
 
to name and address of Payee, as set forth in the books and records of Payor

(c)        Severability, Binding Effect.  Any provision of this Repurchase Instrument that is prohibited or unenforceable in any jurisdiction will, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction will not invalidate or render unenforceable such provision in any other jurisdiction.

(d)        Amendment; Waiver.  No provision of this Repurchase Instrument may be waived, altered or amended, except by written agreement between Payor and Payee.

(e)        Waiver of Presentment.  Payor hereby waives presentment, protest, demand for payment and notice of default or nonpayment to or upon Payor with respect to this Repurchase Instrument.

(f)         No Transferability. Payee may not directly or indirectly pledge, assign, sell, hypothecate, exchange, transfer or otherwise dispose of legal or beneficial ownership (including without limitation through any swap, structured note or any other derivative transaction) of all or any portion of this Repurchase Instrument to any person (collectively a “Transfer”), except for a Transfer that is effected solely by operation of law as the result of the death, divorce, bankruptcy, insolvency, adjudication of incompetence, dissolution, merger, reorganization or termination of such Payee or otherwise or a Transfer that is effected with the written consent of Payor, which consent may be given or withheld in Payor’s sole and absolute discretion, and any such permitted transferee shall become automatically subject to and bound by the terms of this Repurchase Instrument without any action on the part of such transferee.

(g)        Certain Rights.  Payee shall retain all rights to inspect the books and records of Payor and to receive financial and other reports relating to Payor until the Payment Date.  However, Payee shall not be a Unitholder of Payor and shall have no other rights (including, without limitation, any voting rights) as a Unitholder under Payor’s Agreement and Declaration of Trust.

(h)        Valuation.  For purposes of calculating the value of the Repurchased Units, the amount payable to Payee will take into account and include all income, gains, losses, deductions and expenses of Payor through the Valuation Date.  If Payor is liquidated or dissolved prior to the originally designated Valuation Date, the Valuation Date shall become the date on which

A-3


Payor is liquidated or dissolved and the value of the Repurchased Units will be calculated in accordance with the foregoing sentence.

(i)         Entire Agreement.  This Repurchase Instrument and the Offer set out herein between the parties and supersede any prior oral or written agreement between the parties.

A-4


IN WITNESS WHEREOF, Payor has duly caused this Repurchase Instrument to be duly executed as of the date first above written.


 
ALPHA CORE STRATEGIES FUND
       
       
 
By:
   
       
 
Name:
   
       
 
Title:
   
 
 
A-5



Exhibit (a)(1)(ii)

LETTER OF TRANSMITTAL
 
Regarding
Common Units
of
 
ALPHA CORE STRATEGIES FUND
 

Tendered Pursuant to the Offer to Purchase
Dated October 18, 2021
 
___________________________________________
 
The Offer and withdrawal rights will expire at, and
this Letter of Transmittal must be received by the
Fund by, 5:00 p.m., Central time, on November 17, 2021,
unless the Offer is extended.
___________________________________________

 
Complete this Letter of Transmittal and return by email to:

50SC_hedgefunds@ntrs.com



Ladies and Gentlemen:
 
The undersigned hereby tenders to Alpha Core Strategies Fund, a non-diversified closed-end management investment company (the “Fund”), the common interests (“Common Units”) in the Fund held by the undersigned, described and specified below, on the terms and conditions set forth in the offer to purchase, dated October 18, 2021, receipt of which is hereby acknowledged, and in this Letter of Transmittal (which together constitute the “Offer”).
 
The tender and this Letter of Transmittal are subject to all of the terms and conditions set forth in the Offer, including, but not limited to, the absolute right of the Fund to reject any and all tenders determined by the Fund, it its sole discretion, not to be in the appropriate form.
 
The undersigned hereby acknowledges and agrees:
 
1.           To sell to the Fund the Common Units tendered hereby pursuant to the Offer. The undersigned hereby warrants that the undersigned has full authority to sell the Common Units 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.
 
2.           That if the undersigned is an entity, that the undersigned has full power and authority to sell the tendered Common Units to the Fund pursuant to the terms of the Offer.
 
3.           That the undersigned has received the Offer; the undersigned has had an opportunity to review the Offer; and the undersigned has had an opportunity to ask the Fund any questions that the undersigned deems necessary to determine whether to tender Common Units.
 
4.           That upon request, the undersigned will execute and deliver any additional documents necessary to complete the sale in accordance with the terms of the Offer.
 
5.           That under certain circumstances set forth in the Offer, the Fund may not be required to purchase any of the Common Units or portions thereof tendered hereby.
 
6.           That if the tender that would reduce the undersigned capital account balance to less than $20,000, then the Unitholder shall be deemed to have tendered the entirety of its Common Units.
 
7.           That Common Units tendered hereby and accepted for repurchase will be purchased in exchange for a Repurchase Instrument issued to the tendering Unitholder, reflecting the Fund’s agreement to pay the Unitholder the Payment Amount, equal to the NAV, determined as of Valuation Date, of the repurchased Common Units. The undersigned recognizes that the amount payable pursuant to the Repurchase Instrument will be based on the unaudited net asset value of the Common Units as of Valuation Date. The Repurchase Instrument will be held by The Bank of New York Mellon, as escrow agent, on behalf of the Payee.
 
8.           That the payment of the amount payable pursuant to the Repurchase Instrument received in exchange for the Common Units tendered by the undersigned will be made by check or wire transfer of the funds to the account identified by the undersigned below, as described in Section 6 of the Offer. (Any payment in the form of securities would be made by means of special arrangement with the tendering Unitholder in the sole discretion of the Fund.)
 
2


9.           That 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.
 
10.           That except as stated in Section 5 of the Offer to Purchase, this tender is irrevocable.
 
Capitalized terms used but not defined herein shall have the meaning set forth in the Offer to Purchase.
 
PLEASE EMAIL THE COMPLETED LETTER OF TRANSMITTAL TO:
 

50SC_hedgefunds@ntrs.com
 

3


 
PART I – Name and Address
 
     
     
 
Name:
 
     
 
Address:
 
     
     
 
Social Security No. or Taxpayer Identification No:
 
 
Telephone Number:  (      )
 
     
     

 
PART II – Amount of Interest in the Fund Being Tendered:
 
       
 
Entire amount of Common Units
 
       
 
Number of Common Units.  (if your account balance is reduced to less than $20,000 (the “Required Minimum Balance Number”) then you shall be deemed to have tendered the entirety of your Common Units
 
       
       
 
 Portion of Common Units in excess of the Required Minimum Balance Number of Units
 
       
       
 
*
The undersigned understands and agrees that if the undersigned tenders an amount that would cause the undersigned’s capital account balance to fall below the Required Minimum Balance, the undersigned will be deemed to have tendered the entirety of its Common Units.
 
     
 
4


PART III – PAYMENT

Custody
 
 
A.
If the relationship is custody at Northern Trust, proceeds will be deposited in the existing trust account.  Please confirm Trust account number.
     
   
Northern Trust Account Number:  ___________________________________
     
Non-Custody
 
 
B.  
If the relationship is NOT custody at Northern Trust, at the time of your original application to the Fund, you were offered the opportunity to specify the method by which you would prefer to have the proceeds, from any repurchase of units, paid to you.
     
   
If you had specified payment via check, then payment of these proceeds will be mailed to your address as currently reflected in the Fund’s records, unless you complete the Special Delivery Instructions under PART 4.
     
   
If you had instead provided wire transfer instructions with your original application, we ask that you confirm the wire instructions below and payment will be made according to these instructions.
     
   
☐  Check (all payments will be mailed to your address as reflected in the Fund’s records, unless you complete the Special Delivery Instructions under PART 4.)
     
   
☐ Wire transfer (if so, check the box and complete the information below)
     
     
Bank Name: ____________________________________________
     
ABA Routing Number: _____________________________________
     
Credit to: _______________________________________________
     
Account Number: _________________________________________
     
For further credit to: _______________________________________
     
Name(s) on the Account: ____________________________________
     
_______________________________________________________
       

NOTE: If you are now providing new wire transfer payment instructions, then you will need to provide a Signature Guarantee for your signature below in PART 4.  (If you are not altering your original instructions in any way, or if you are now overriding original wire transfer instructions with a request for payment by check, you do not need to provide a signature guarantee below.)
 
The undersigned hereby represents and warrants that the undersigned has full power and authority to sell the Common Units 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.

5


PART IV – Signatures

 
SIGNATURE(S) REQUIRED
Signature(s) of Registered Holder(s) or Agent
     
SIGNATURE(S) GUARANTEED (IF REQUIRED)
 
             
             
 
Must be signed by the registered holder(s) EXACTLY as the name(s) appear(s) on the front of the attached cover letter.  For joint owners, each joint owner must sign.  If signing is by an officer of a corporation, an attorney, trustee, executor, administrator, guardian or other person acting in a fiduciary or representative capacity, please set forth full title.  (See Instruction 2).
     
You do not need to have your signature guaranteed unless you are a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity.
 
             
 
The undersigned hereto hereby represents, warrants and agrees as set forth in this Letter of Transmittal and tenders the Common Units or portion thereof indicated in this Letter of Transmittal to the Fund pursuant to the terms of the Offer.  See Instructions 2, 3 or 4.
         
 
Authorized Signature
 
 
Name of Firm
             
             
 
Signature:
     
Address of Firm – Please Print
 
             
             
 
Names(s)
     
Dated:
 
             
 
(Please Print)
         
             
             
 
Capacity
         
             
             
 
Address:
         
             
 
(Include Zip Code)
         
             
             
 
Area Code and
         
 
Tel. No.
         
             
 
Title, if any
         
             
 
Date:                              Phone No.:
 
       
             


Note: If additional signatures are required please use the attached signature pages provided below.

6


 
SPECIAL PAYMENT INSTRUCTIONS
     
SPECIAL DELIVERY INSTRUCTIONS
 
 
Complete ONLY if the check for the payment of the Payment Amount or por­tion thereof is to be issued in a name that differs from the name on the surrendered cer­tificate(s).  Issue check to:
     
Complete ONLY if the check for the payment of the Payment Amount or portion thereof is to be mailed to an address other than the address reflected above.  Mail to:
 
             
 
Name:
     
Name:
 
             
             
 
Address:
     
Address:
 
             
             
             
 
(Please also see instructions regarding signature guarantee)
         


7



INSTRUCTIONS FOR COMPLETING THE LETTER OF TRANSMITTAL
 
1. Method of delivery.
 
You will not receive the check for payment of the Payment Amount unless and until you deliver this Letter of Transmittal, properly completed and duly executed, to the Fund and any required accompanying evidences of authority.  This Letter of Transmittal must be emailed to the Fund at 50SC_hedgefunds@ntrs.com.  The delivery of all documents is at the election and risk of the Unitholder.  Sufficient time should be allowed to assure timely delivery.
 
2. Guarantee of Signatures.
 
If this Letter of Transmittal is signed by the Unitholder of the Common Units surrendered herewith for redemption and payment of the Payment Amount or portion thereof is to be made directly to such Unitholder, then no signature guarantee is required.  In all other cases, Letters of Transmittals executed by trustees, executors, administrators, guardians, officers of corporations, or others acting in a fiduciary capacity who are not identified as such in the registration must be accompanied by proper evidence of the signer’s authority to act.  If the section entitled “Special Payment Instructions” is completed then signatures on this Letter of Transmittal must be guaranteed by a firm that is a bank, broker, dealer, credit union, savings association or other entity which is a member in good standing of the Securities Transfer Agents’ Medallion Program (each an “Eligible Institution”).
 
3. Signatures on Letter of Transmittal.
 
If this Letter of Transmittal is signed by the registered holder(s) of the Common Units or portions thereof, the signature(s) must correspond with the name(s) as printed in this Letter of Transmittal, without alteration, enlargement or any change whatsoever.
 
If the Interests or portions thereof are held by two or more joint holders, all such holders must sign this Letter of Transmittal.
 
If consideration is to be issued in the name of a person other than the person signing the Signature Box of the Letter of Transmittal or if consideration is to be sent to someone other than such signer or to an address other than that set forth on the Letter of Transmittal, the appropriate boxes on the Letter of Transmittal should be completed.

8


PART IV – Signatures (additional supplemental pages)
 
 
SIGNATURE(S) REQUIRED
Signature(s) of Registered Holder(s) or Agent
     
SIGNATURE(S) GUARANTEED (IF REQUIRED)
 
             
             
 
Must be signed by the registered holder(s) EXACTLY as the name(s) appear(s) on the front of the attached cover letter.  For joint owners, each joint owner must sign.  If signing is by an officer of a corporation, an attorney, trustee, executor, administrator, guardian or other person acting in a fiduciary or representative capacity, please set forth full title.  (See Instruction 2).
     
You do not need to have your signature guaranteed unless you are a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity.
 
             
 
The undersigned hereto hereby represents, warrants and agrees as set forth in this Letter of Transmittal and tenders the Common Units or portion thereof indicated in this Letter of Transmittal to the Fund pursuant to the terms of the Offer.  See Instructions 2, 3 or 4.
         
 
Authorized Signature
 
 
Name of Firm
             
             
 
Signature:
     
Address of Firm – Please Print
 
             
             
 
Names(s)
     
Dated:
 
             
 
(Please Print)
         
             
             
 
Capacity
         
             
             
 
Address:
         
             
 
(Include Zip Code)
         
             
             
 
Area Code and
         
 
Tel. No.
         
             
 
Title, if any
         
             
 
Date:                              Phone No.:
 
       
             


9


 
PART IV – Signatures (additional supplemental pages)
 
 
SIGNATURE(S) REQUIRED
Signature(s) of Registered Holder(s) or Agent
     
SIGNATURE(S) GUARANTEED (IF REQUIRED)
 
             
             
 
Must be signed by the registered holder(s) EXACTLY as the name(s) appear(s) on the front of the attached cover letter.  For joint owners, each joint owner must sign.  If signing is by an officer of a corporation, an attorney, trustee, executor, administrator, guardian or other person acting in a fiduciary or representative capacity, please set forth full title.  (See Instruction 2).
     
You do not need to have your signature guaranteed unless you are a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity.
 
             
 
The undersigned hereto hereby represents, warrants and agrees as set forth in this Letter of Transmittal and tenders the Common Units or portion thereof indicated in this Letter of Transmittal to the Fund pursuant to the terms of the Offer.  See Instructions 2, 3 or 4.
         
 
Authorized Signature
 
 
Name of Firm
             
             
 
Signature:
     
Address of Firm – Please Print
 
             
             
 
Names(s)
     
Dated:
 
             
 
(Please Print)
         
             
             
 
Capacity
         
             
             
 
Address:
         
             
 
(Include Zip Code)
         
             
             
 
Area Code and
         
 
Tel. No.
         
             
 
Title, if any
         
             
 
Date:                              Phone No.:
 
       
             

10



Exhibit (a)(1)(iii)

Form of Cover Letter to Unitholders
 
ALPHA CORE STRATEGIES FUND
50 South LaSalle Street
Chicago, Illinois, 60603


October 18, 2021
 
 
Dear Investor:
 
We are writing to inform you of important dates relating to a repurchase offer by Alpha Core Strategies Fund (the “Fund”). If you are not interested in tendering your common interests in the Fund (“Common Units”) for repurchase at this time, please disregard this notice and take no action.
 
The tender offer period will begin on October 18, 2021 and end at 5:00 p.m., Central Time, on November 17, 2021. The purpose of the repurchase offer is to provide liquidity to holders of the Common Units. Common Units may be presented to the Fund for repurchase only by tendering them during one of the Fund’s announced tender offers.
 
Should you wish to tender your Common Units or a portion of your Common Units for purchase by the Fund during this tender offer period, please complete and return the enclosed Letter of Transmittal by email so that it arrives no later than 5:00 p.m., Central time, on November 17, 2021.
 
     
 
If you do not wish to sell your Common Units during this tender offer period, simply disregard this notice. No action is required if you do not wish to sell any portion of your Common Units at this time.
 
     
 
All tenders of Common Units must be received by the Fund via email, in good order by 5:00 p.m., Central time, on November 17, 2021, unless the tender offer is extended.
 
To understand the tender offer fully, and for a more complete discussion of the terms and conditions of the tender offer, we encourage you to read carefully the entire Offer to Purchase and the related Letter of Transmittal, each enclosed herewith.  If you have any questions, please refer to the attached Offer document, which contains additional important information about the repurchase offer, or email the Fund at ISQ-AIS50SouthIS@bnymellon.com.
 
Sincerely,
 
Lizabeth Boeckmann





Exhibit (a)(1)(iv)

Form of Notice of Acceptance of Tender

 


 

[    ], 2021



Dear Investor:


Regarding your investment in the Alpha Core Strategies Fund


Please be advised of the following details concerning your redemption from the Alpha Core Strategies Fund as of [     ], 2021:

Name of Redeeming Investor:         [Investor Name]


Amount of Redemption:      $[     ]


Should you have any questions or require additional information, please contact your Northern Trust representative or:


Cameron Cunion on behalf of the Alpha Core Strategies Fund
 
Tel 480.692.4237
 
Email AMO@NTRS.COM
 
 




Exhibit (a)(1)(v)

FORM OF REPURCHASE INSTRUMENT

Alpha Core Strategies Fund (“Payor”), a Delaware statutory trust, hereby promises to pay [UNITHOLDER NAME] (“Payee”) the Payment Amount (as defined in Section 2) as discussed below.

This Repurchase Instrument is being issued so that Payor may repurchase the units of interest in Payor (the “Repurchased Units”) from Payee pursuant to the terms and subject to the conditions set out in the applicable Offer to Repurchase and the Notice of Intent to Tender submitted by Payee (which Offer to Repurchase and Notice of Intent to Tender, together with any amendments or supplements thereto collectively constitute the “Offer”).  This Repurchase Instrument is (i) not negotiable, (ii) not interest-bearing and (iii) not assignable.

1.         General Payment Provisions.  Payor will make the Payment under this Repurchase Instrument in a single installment in such currency of the United States of America as will be legal tender at the time of payment.  Payment under this Repurchase Instrument will be made by immediately available funds to Payee’s account as previously identified to Payor by Payee.  Notwithstanding the foregoing, Payor may decide, in its sole discretion, to make payment in cash, by the distribution of securities in kind, or partly in cash and partly in kind.  Any payment in the form of securities will be made by means of a separate arrangement entered into with Payee in the sole discretion of Payor.

2.         Payment.  The “Payment Amount” will be an amount equal to the net asset value of the Repurchased Units determined as of December 31, 2021 (the “Valuation Date”) (and valued within 30 days of such Valuation Date in accordance with the policies and procedures with respect to the determination of net asset value as determined from time to time by the Board Trustees of Payor pursuant to Payor’s Agreement and Declaration of Trust).  Payor will make payment under this Repurchase Instrument following the determination of the net asset value as of Payor’s units as of the Valuation Date, but in no event later than the later of (1) thirty (30) days after the Valuation Date, or (2) if Payor has requested withdrawals of its capital from any investment funds in which Payor is invested in order to fund the repurchase of the Repurchased Units and the payment of the Payment Amount, within ten (10) business days after Payor has received at least 90% of the aggregate amount withdrawn by Payor from the investment funds.

To the extent that the Repurchased Units are subject to an Early Withdrawal Charge (as defined in Payor’s offering memorandum), such Early Withdrawal Charge will be deducted from the Payment Amount.

3.         Optional Prepayment.  This Repurchase Instrument may be prepaid, without premium, penalty or notice, at any time on or after the Valuation Date.

4.         Events of Default.

(a)        The occurrence of any of the following events shall be deemed to be an “Event of Default” under this Repurchase Instrument:




(i)
Payor defaults in payment of the Payment Amount when due in accordance with this Repurchase Instrument and any such default continues for a period of ten (10) days;


(ii)
Payor shall commence any proceeding or other action relating to itself in bankruptcy or seeking reorganization, arrangement, readjustment, dissolution, liquidation, winding-up, relief or composition of Payor or of the debts of Payor under any law relating to bankruptcy, insolvency or reorganization or relief of debtors and any of such events continues for sixty-five (65) days undismissed, unbonded or undischarged; Payor applies for, or consents or acquiesces to, the appointment of a receiver, conservator, trustee or similar officer for Payor or for all or substantially all of the property of Payor and any of such events continues for sixty-five (65) days undismissed, unbonded or undischarged; or


(iii)
The commencement of any proceeding or the taking of any other action against Payor in bankruptcy or seeking reorganization, arrangement, readjustment, dissolution, liquidation, winding-up, relief or composition of Payor or of the debts of Payor under any law relating to bankruptcy, insolvency or reorganization or relief of debtors and any of such events continues for sixty-five (65) days undismissed, unbonded or undischarged; or the appointment of a receiver, conservator, trustee or similar officer for Payor or for all or substantially all of the property of Payor and any such event continues for sixty (60) days undismissed, unbonded or undischarged.

(b)        Upon the occurrence of an Event of Default, the entire unpaid amount of this Repurchase Instrument outstanding shall become immediately due and payable, without presentment, demand, protest, or other notice of any kind, all of which are expressly waived, and without any action on the part of Payee.

5.         Miscellaneous.

(a)        Governing Law; Consent to Jurisdiction.  This Repurchase Instrument and the rights and remedies of Payor and Payee will be governed by and construed in accordance with the laws of the State of Delaware applicable to agreements made and to be wholly performed within such State, without regard to the conflict of laws principles of such State.  Any legal action, suit or proceeding arising out of or relating to this Repurchase Instrument may be instituted in any state or federal court located within the State of Delaware, and each party hereto agrees not to assert, by way of motion, as a defense, or otherwise, in any such action, suit or proceeding, any claim that it is not subject personally to the jurisdiction of such court, that the venue of the action, suit or proceeding is improper or that this Repurchase Instrument or the subject matter hereof may not be enforced in or by such court.

(b)        Notices.  All communications under this Repurchase Instrument will be given in writing, sent by telecopier or registered mail to the address set forth below or to such other address as such party will have specified in writing to the other party hereto, and will be deemed to have been delivered effective at the earlier of its receipt or within two (2) days after dispatch.
 
2


If Payor, to: 
 
Alpha Core Strategies Fund
c/o The Bank of New York Mellon
Alternative Investment Services
400 Bellevue Parkway
Wilmington, DE 19809

If Payee, to:
 
to name and address of Payee, as set forth in the books and records of Payor

(c)        Severability, Binding Effect.  Any provision of this Repurchase Instrument that is prohibited or unenforceable in any jurisdiction will, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction will not invalidate or render unenforceable such provision in any other jurisdiction.

(d)        Amendment; Waiver.  No provision of this Repurchase Instrument may be waived, altered or amended, except by written agreement between Payor and Payee.

(e)        Waiver of Presentment.  Payor hereby waives presentment, protest, demand for payment and notice of default or nonpayment to or upon Payor with respect to this Repurchase Instrument.

(f)         No Transferability. Payee may not directly or indirectly pledge, assign, sell, hypothecate, exchange, transfer or otherwise dispose of legal or beneficial ownership (including without limitation through any swap, structured note or any other derivative transaction) of all or any portion of this Repurchase Instrument to any person (collectively a “Transfer”), except for a Transfer that is effected solely by operation of law as the result of the death, divorce, bankruptcy, insolvency, adjudication of incompetence, dissolution, merger, reorganization or termination of such Payee or otherwise or a Transfer that is effected with the written consent of Payor, which consent may be given or withheld in Payor’s sole and absolute discretion, and any such permitted transferee shall become automatically subject to and bound by the terms of this Repurchase Instrument without any action on the part of such transferee.

(g)        Certain Rights.  Payee shall retain all rights to inspect the books and records of Payor and to receive financial and other reports relating to Payor until the Payment Date.  However, Payee shall not be a Unitholder of Payor and shall have no other rights (including, without limitation, any voting rights) as a Unitholder under Payor’s Agreement and Declaration of Trust.

(h)        Valuation.  For purposes of calculating the value of the Repurchased Units, the amount payable to Payee will take into account and include all income, gains, losses, deductions and expenses of Payor through the Valuation Date.  If Payor is liquidated or dissolved prior to the originally designated Valuation Date, the Valuation Date shall become the date on which Payor is liquidated or dissolved and the value of the Repurchased Units will be calculated in accordance with the foregoing sentence.

3


(i)         Entire Agreement.  This Repurchase Instrument and the Offer set out herein between the parties and supersede any prior oral or written agreement between the parties.

4


IN WITNESS WHEREOF, Payor has duly caused this Repurchase Instrument to be duly executed as of the date first above written.


 
ALPHA CORE STRATEGIES FUND
       
       
 
By:
   
       
 
Name:
   
       
 
Title:
   

 
5