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Gmam Absolute Return Strategies SECURITIES AND EXCHANGE COMMISSION FORM POS AMI Post-effective amendments to 40 Act only filings Filing Date: 2008-09-25 SEC Accession No. 0000898432-08-000949 (HTML Version on secdatabase.com) FILER GMAM ABSOLUTE RETURN STRATEGIES FUND LLC Mailing Address 767 FIFTH AVE 15TH FLOOR CIK:1207528| IRS No.: 134186106 | State of Incorp.:DE | Fiscal Year End: 0331 NEW YORK NY 10153 Type: POS AMI | Act: 40 | File No.: 811-21259 | Film No.: 081088265 Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document As filed with the Securities and Exchange Commission on September 25, 2008 1940 Act File No. 811-21259 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------------------------- FORM N-2 1940 Act File No. 811-21259 (Check appropriate box or boxes) [ ] REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X] Amendment No. 5 ----------------------------------- GMAM ABSOLUTE RETURN STRATEGIES FUND, LLC (Exact Name of Registrant as Specified in Charter) 767 Fifth Avenue, 15th Floor New York, NY 10153 (Address of Principal Executive Offices) Registrant’s Telephone Number, including Area Code: (212) 418-6150 David Hartman, Esq. General Motors Investment Management Corporation 767 Fifth Avenue, 15th Floor New York, NY 10153 (Name and Address of Agent for Service) This Registration Statement is being filed by the Registrant pursuant to Section 8(b) of the Investment Company Act of 1940, as amended (the “1940 Act”). Interests in the Registrant are not being registered under the Securities Act of 1933, as amended (the “1933 Act”), because these interests will be issued solely in private placement transactions that do not involve any “public offering” within the meaning of Section 4(2) of the 1933 Act. This Registration Statement does not constitute an offer to sell, or the solicitation of an offer to buy, any interests in the Registrant. The information required to be included in this Registration Statement by Part A and Part B of Form N-2 is contained in the Confidential Memorandum, which follows. Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document THIS CONFIDENTIAL MEMORANDUM IS PRESENTED EXCLUSIVELY BY GENERAL MOTORS TRUST BANK, N.A. AND IS NOT TO BE COPIED OR OTHERWISE REPRODUCED. IF THE NUMBER BELOW DOES NOT APPEAR IN RED, THERE IS A PRESUMPTION THAT THIS CONFIDENTIAL MEMORANDUM HAS BEEN IMPROPERLY REPRODUCED AND CIRCULATED. GMAM ABSOLUTE RETURN STRATEGY FUND I Confidential Memorandum September 25, 2008 Recipient Name __________________________ Memorandum Number __________________________ Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document GMAM ABSOLUTE RETURN STRATEGY FUND I September 25, 2008 Dear Potential Investor: This confidential memorandum (the “Confidential Memorandum”) offers interests (the “Interests”) in GMAM Absolute Return Strategy Fund I (the “Fund”), a series of GMAM Absolute Return Strategies Fund, LLC (the “Company”). These Interests are not insured by the Federal Deposit Insurance Corporation or any other government agency or guaranteed by any bank. The Interests are subject to investment risks, including the possible loss of the full amount invested. The Interests have not been, and will not be, registered under the Securities Act of 1933, as amended (the “1933 Act”), or the securities laws of any state of the United States (“U.S.”). The offering contemplated by this Confidential Memorandum will be made in reliance upon an exemption from the registration requirements of the 1933 Act for offers and sales of securities that do not involve any public offering and analogous exemptions under state securities laws. This Confidential Memorandum shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of Interests in any jurisdiction where such offer, solicitation or sale is not authorized or to any person to whom it is unlawful to make such offer, solicitation or sale. No person has been authorized to make any representations concerning the Fund or the Company that are inconsistent with those contained in this Confidential Memorandum. Prospective investors should not rely on any information not contained in this Confidential Memorandum. Prospective investors should not construe the contents of this Confidential Memorandum as legal, tax or financial advice. Each prospective investor should consult his or her own professional advisers as to the legal, tax, financial or other matters relevant to the suitability of an investment in the Fund for such investor. These securities are subject to substantial restrictions on transferability and resale and may not be transferred or resold, except as permitted under the limited liability company agreement with respect to the Company and the Fund, the 1933 Act and applicable state securities laws. Investors should be aware that they may be required to bear the financial risks of this investment for a substantial period after a repurchase request has been made by an investor. In making an investment decision, investors must rely upon their own examination of the Fund and the terms of the offering, including the merits and risks involved. Neither the Securities and Exchange Commission (“SEC”) nor any state securities commission has approved or disapproved the Interests or passed upon the adequacy of the disclosure in this Confidential Memorandum. Any representation to the contrary is a criminal offense. Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document TABLE OF CONTENTS I. SUMMARY OF TERMS 5 THE FUND 5 MANAGEMENT 5 INVESTMENT PROGRAM 6 ADMINISTRATOR 8 CUSTODIAN 8 POTENTIAL BENEFITS OF INVESTING IN THE FUND 8 ALLOCATION OF PROFIT AND LOSS 9 RISK FACTORS 9 FEES AND EXPENSES 12 CONFLICTS OF INTEREST 13 SUBSCRIPTION FOR INTERESTS 13 ELIGIBILITY 13 TRANSFER RESTRICTIONS 13 WITHDRAWALS AND REPURCHASES OF INTERESTS BY THE COMPANY 13 SUMMARY OF TAXATION 14 ERISA PLANS AND OTHER TAX-EXEMPT ENTITIES 15 TERM 15 REPORTS TO MEMBERS 15 FISCAL YEAR 16 II. SUMMARY OF FEES AND EXPENSES 16 III. THE OFFERING 18 ORGANIZATION 18 SUBSCRIPTIONS FOR INTERESTS 18 ELIGIBLE INVESTORS 19 ORGANIZATIONAL STRUCTURE 19 FEES AND EXPENSES 20 CAPITAL ACCOUNTS AND ALLOCATIONS 21 NET ASSET VALUATION 23 VOTING 26 BOARD OF MANAGERS 26 THE ADVISER 29 ADVISORY AGREEMENT 31 INVESTMENT PROGRAM 32 INVESTMENT RESTRICTIONS 38 CONFLICTS OF INTEREST 39 BROKERAGE 41 ADMINISTRATOR 42 REDEMPTIONS, REPURCHASES OF INTERESTS AND TRANSFERS 43 IV. INVESTMENT CONSIDERATIONS 48 TYPES OF INVESTMENTS AND RELATED RISK FACTORS 49 ADDITIONAL RISK FACTORS 63 V. TAX ASPECTS & ERISA CONSIDERATIONS 70 TAX ASPECTS 70 ERISA CONSIDERATIONS 83 VI. ADDITIONAL INFORMATION 85 MEMBER INTERESTS 85 Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document LIABILITY OF MEMBERS 85 DUTY OF CARE OF THE MANAGERS 85 AMENDMENT OF THE COMPANY AGREEMENT; CONFIDENTIALITY 85 POWER OF ATTORNEY 86 TERM, DISSOLUTION AND LIQUIDATION 86 INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 87 LEGAL COUNSEL 87 CUSTODIAN 87 PRIVACY NOTICE FOR INDIVIDUAL INVESTORS 87 INQUIRIES 88 VII. FINANCIAL STATEMENTS 88 PART C 90 Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document I. SUMMARY OF TERMS The following summary is qualified entirely by the detailed information appearing elsewhere in this Confidential Memorandum and by the terms and conditions of the limited liability company agreement with respect to the Fund and the Company (the “Company Agreement”), each of which should be read carefully and retained for future reference by any prospective investor. THE FUND. GMAM Absolute Return Strategy Fund I is the initial series of GMAM Absolute Return Strategies Fund, LLC, a Delaware limited liability company formed June 13, 2001 that is registered under the Investment Company Act of 1940, as amended (the “1940 Act”) as a closed-end, non-diversified management investment company. The Company, which is authorized to divide its interests into multiple series, is a specialized investment vehicle that may be referred to as a “registered private investment fund.” It is similar to an unregistered private investment fund in that: (i) limited liability company membership interests in the Fund (“Interests”) will be sold generally in large denominations in private placements to institutional and high net worth individual investors and will be restricted as to transfer, (ii) the Fund’s underlying portfolio may be more aggressively managed than other investment companies and (iii) the capital accounts of persons (“Members”) who purchase Interests will be subject to an asset-based management fee. Unlike a private investment fund, but like other registered investment companies, the Company has registered under the 1940 Act to be able to offer Interests without limiting the number of investors that can participate in its investment program and to facilitate investment in private investment funds by investors subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). However, unlike certain registered investment companies, the Company has not chosen to register its Interests under the 1933 Act because the Interests will be issued in transactions intended to be exempt from such registration. MANAGEMENT.
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