March 23, 2009
As you are aware, at the end of last year the Directors in consultation with Touradji Capital Management LP ("Touradji") determined that the most appropriate way to handle the illiquid portion of the Fund's portfolio was to recognize that they are beneficially owned pro-rata by every shareholder in Touradji Diversified Offshore Fund, Ltd. (the "Fund") as of December 31, 2008. As such, the Fund transferred all of these illiquid investments to Touradji Diversified Holdings Ltd. ("Holdings"). The percentage of each shareholder's capital account balance allocated to Holdings was 5.7%. Investors who invested in the Fund after December 31, 2008 do not have an interest in Holdings. It was originally intended that every investor that redeemed voluntarily in whole or in part as of December 31, 2008 would receive a non-voting interest in Holdings as a partial "distribution in-kind" of redemption proceeds and investors remaining in the Fund would own their respective portion of Holdings via their interest in the Fund.
Touradji has determined that it is in the best interest of the Fund to have such interest distributed to investors as a distribution in-kind so that all investors who were invested in the Fund on December 31, 2008 will hold their interest in Holdings directly rather than indirectly through their interest in the Fund. This distribution will be effective retroactively as of December 31, 2008. For example, if a limited partner held $1,000,000 in the Fund as of 12/31/08 and requested a full redemption, the investor would receive a $57,000 direct investment in Holdings and 848,700 in cash proceeds with the remaining $94,300 (10% of the post Holdings balance of $943,000) payable pending completion of the year-end audit which we anticipate to be completed by the beginning of May.
Likewise, if the same investor requested a 50% redemption, the treatment would be the same except there would be no portion held back pending completion of the year-end audit. Thus, the investor would receive a $57,000 direct investment in Holdings and $471,500 in cash proceeds with the remaining $471,500 still invested in the Fund.
Touradji has elected to forego its management and incentive allocation on the assets held in Holdings and will continue to manage these investments and actively seek realization opportunities in a manner that is intended to maximize value.
Administrative and operating expenses attributable to Holdings will be borne by Holdings and paid out of certain cash reserves. There will be periodic distributions from Holdings as its underlying assets become liquid. Schedule A, attached to this letter provides information with respect to Holdings' assets as of December 31, 2008. This was the first year where we have reached out to Duff and Phelps as independent 3rd party to provide values on virtually all of these investments. Touradji anticipates providing investors with a calculation of Holdings' net asset value on a semi-annual basis. Schedule A attached hereto is not a recommendation to buy, sell or hold any of the securities listed therein.
The information on Schedule A is being furnished to you and your partners, officers, employees, agents or advisors (collectively, "Representatives") on the condition that such information (i) will be used solely for the purpose of monitoring and evaluating your investment in Holdings, (ii) will not be used to develop or implement any trading or investment strategies or otherwise in a manner that could be adverse to Touradji, the Fund or Holdings and (iii) will be kept strictly confidential, except to the extent required by law, regulation, any subpoena or court order; provided, however, that such information may be disclosed to any of your Representatives on a "need-to-know" basis (it being understood that such Representatives will be informed by you of the confidential nature of the information contained herein and that, by receiving such information, such Representatives are agreeing to keep such information confidential).
Our Administrator will provide Confirmation letters to each investor detailing their capital balance allocated to Holdings by March 30th. We apologize for the inconvenience the delay in which it has taken us to provide this information and the completion of our December 31, 2008 net asset values has caused our investors. If you have any questions regarding this matter, please call Tom Dwan at [redacted].
Very truly yours,
Thomas S. Dwan
Chief Financial Officer
Touradji Capital Management, LP