As filed with the U.S. Securities and Exchange Commission on
March 20, 2000
Investment Company Act File No. 811-09841
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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM N-2
(CHECK APPROPRIATE BOX OR BOXES)
|X| REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY
ACT OF 1940
|X| Amendment No. 1
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PW WILLOW FUND, L.L.C.
(Exact name of Registrant as specified in Charter)
1285 Avenue of the Americas
New York, New York 10019-6028
(Address of principal executive offices)
Registrant's Telephone Number, including Area Code:
(212) 713-2000
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MARK D. GOLDSTEIN, ESQ.
c/o PaineWebber Incorporated
1285 Avenue of the Americas
New York, New York 10019-6028
(Name and address of agent for service)
Copy to:
STUART H. COLEMAN, ESQ.
Stroock & Stroock & Lavan LLP
180 Maiden Lane
New York, New York 10038-4982
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FORM N-2
PW WILLOW FUND, L.L.C.
Parts A and B are incorporated by reference to the Fund's Registration
Statement on Form N-2 filed with the Commission on February 29, 2000.
PART C - OTHER INFORMATION
ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS
(1) Financial Statements:
Because the Registrant has no assets, financial statements are
omitted.
(2) Exhibits:
(a) (1) Certificate of Formation.*
(2) Limited Liability Company Agreement.**
(b) Not Applicable.
(c) Not Applicable.
(d) See Item 24(2)(a)(2).
(e) Not Applicable.
(f) Not Applicable.
(g) See Item 24(2)(a)(2).
(h) Not Applicable.
(i) Not Applicable.
(j) Custodian Services Agreement.*
(k) (1) Management and Administration Agreement.*
(2) Administration, Accounting and Investor
Services Agreement.*
(3) Escrow Agreement.*
(l) Not Applicable.
(m) Not Applicable.
(n) Not Applicable.
(o) Not Applicable.
(p) Not Applicable.
(q) Not Applicable.
(r) Not Applicable.
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* Previously filed with the Registration Statement on February 29,
2000.
** See Appendix A of the Confidential Offering Memorandum filed as part
of the Registration Statement on February 29, 2000.
ITEM 25. MARKETING ARRANGEMENTS
Not Applicable.
<PAGE>
ITEM 26. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
Blue Sky fees and expenses (including fees of
counsel) $ 5,000
Legal and accounting fees and expenses 125,000
Printing, engraving and offering expenses 115,000
Miscellaneous 5,000
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$250,000
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ITEM 27. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL
After completion of the private offering of interests, the Registrant
expects that no person will be directly or indirectly under common control with
the Registrant, except that the Registrant may be deemed to be controlled by PW
Willow Management, L.L.C. (the "Manager"), the manager of the Registrant, which,
in turn, is controlled by PW Fund Advisor, L.L.C. Information regarding the
ownership of PW Fund Advisor, L.L.C. is set forth in its Form ADV, as filed with
the Commission (File No. 801-55537).
ITEM 28. NUMBER OF HOLDERS OF SECURITIES
Title of Class Number of Record Holders
- -------------- ------------------------
Interests 1 (The Registrant anticipates
that as a result of the private
offering of interests there will
be more than 100 record holders
of such interests in the future.)
ITEM 29. INDEMNIFICATION
Reference is made to Section 3.9 of the Registrant's Limited Liability
Company Agreement (the "LLC Agreement") filed as Exhibit (a)(2) to the
Registration Statement on February 29, 2000. The Registrant hereby undertakes
that it will apply the indemnification provision of the LLC Agreement in a
manner consistent with Release 40-11330 of the Securities and Exchange
Commission under the Investment Company Act of 1940, as amended (the "1940
Act"), so long as the interpretation therein of Sections 17(h) and 17(i) of the
1940 Act remains in effect.
The Registrant, in conjunction with the Manager, the Registrant's
directors and other registered management investment companies managed by the
Manager or its affiliates, maintains insurance on behalf of any person who is or
was an independent director, officer, employee, or agent of the Registrant, or
who is or was serving at the request of the Registrant as an individual general
partner, director, officer, employee or agent of another managed investment
company, against certain liability asserted against and incurred by, or arising
out of, his or her position. However, in no event will the Registrant pay that
portion of the premium, if any, for insurance to indemnify any such person or
any act for which the Registrant itself is not permitted to indemnify.
ITEM 30. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER
A description of any other business, profession, vocation, or
employment of a substantial nature in which the investment adviser of the
Registrant, and each member, director, executive officer, or partner of any such
investment adviser, is or has been, at any time during the past two fiscal
years, engaged in for his or her own account or in the capacity of member,
director, officer, employee, partner or trustee, is set forth in the
Registrant's Confidential Memorandum in the section entitled "THE MANAGER, PWFA
AND BOND STREET." Information as to the members and officers of PW Fund Advisor,
L.L.C. is included in its Form ADV as filed with the Commission (File No.
801-55537), and is incorporated herein by reference. Information as to the
members and officers of Bond Street Capital, L.L.C. is included in its Form ADV
as filed with the Commission (File No. 801-57315), and is incorporated herein by
reference.
ITEM 31. LOCATION OF ACCOUNTS AND RECORDS
The Administrator maintains certain required accounting related and
financial books and records of the Registrant at 400 Bellevue Parkway,
Wilmington, Delaware 19809. The other required books and records are maintained
by the Manager, c/o PW Fund Advisor, L.L.C., 1285 Avenue of the Americas, New
York, New York 10019.
ITEM 32. MANAGEMENT SERVICES
Not Applicable.
ITEM 33. UNDERTAKINGS
Not Applicable.
<PAGE>
FORM N-2
PW WILLOW FUND, L.L.C.
SIGNATURES
Pursuant to the requirements of the Investment Company Act of 1940,
the Registrant has duly caused this amendment to the registration statement to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of New York, and State of New York, on the 20th day of March, 2000.
PW WILLOW FUND, L.L.C.
By: PW Willow Management, L.L.C.
Manager
By: PW Fund Advisor, L.L.C.
Managing Member
By: /S/ Daniel Archetti
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Name: Daniel Archetti
Title: Authorized Representative
