<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
THE OXBOW FUND, LLC
(Exact name of registrant as specified in its charter)
New Jersey 22-3679009
(State of incorporation or organization) (I.R.S. Employer Identification Number)
223 Wanaque Avenue 07442
Pompton Lakes, New Jersey (Zip Code)
(Address of principal executive offices)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
To be so registered Each class is to be registered
----------------------- -----------------------------------
Not Applicable Not Applicable
If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), please check the following box. [ ]
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), please check the following box. [X]
Securities Act registration statement file number to which this form relates:
333-90973
Securities to be registered pursuant to Section 12(g) of the Act:
Units of Ownership Interests Without Par Value
(Title of Class)
<PAGE>
ITEM 1. Description of Registrant's Securities to Be Registered.
-------------------------------------------------------
A complete description of the Units, which are to be registered
hereunder is contained under the captions "Prospectus Summary," "The
Offering," and "The Units" in the Prospectus forming part of the Registration
Statement on Form N-2 (the "Registration Statement") of The Oxbow Fund, LLC
(the "Company"), as amended, filed with the Securities and Exchange
Commission under the Securities Act of l933 on March 14, 2000 and in the
Operating Agreement to be filed as an exhibit thereto. Such description is
hereby incorporated by reference.
ITEM 2. Exhibits.
--------
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
2.1 Certificate of Formation of Limited Liability Company dated
September 14, 1999 as filed with the State of New Jersey on
September 15, 1999 (Incorporated by reference to Exhibit a(1)
of the registrant's Registration Statement on Form N-2, as
amended, filed on March 14, 2000).
2.2 Form of Operating Agreement (Incorporated by reference to
Exhibit a(2) of the registrant's Registration Statement on Form
N-2, as amended,filed on March 14, 2000).
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereto duly authorized.
THE OXBOW FUND, LLC
Date: March 14, 2000
By: /s/ S. Charles Musumeci, Jr.
-----------------------------------
S. Charles Musumeci, Jr.
President
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
2.1 Certificate of Formation of Limited Liability Company dated
September 14, 1999 as filed with the State of New Jersey on
September 15, 1999 (Incorporated by reference to Exhibit a(1)
of the registrant's Registration Statement on Form N-2, as
amended, filed on March 14, 2000).
2.2 Form of Operating Agreement (Incorporated by reference to
Exhibit a(2) of the registrant's Registration Statement on Form
N-2, as amended, filed on March 14, 2000).
