LETTER OF TRANSMITTAL
To Tender Series A Auction Preferred Shares,
Par Value $0.0001 per Share
of
THE DENALI FUND INC.
Pursuant to the Offer to Purchase
Dated June 22, 2011
THIS LETTER OF TRANSMITTAL MUST BE
DELIVERED TO AND RECEIVED BY THE DEPOSITARY
BY FRIDAY, JULY 22, 2011.
THE OFFER AND WITHDRAWAL RIGHTS EXPIRE
AT 5:00 P.M. EASTERN TIME, ON FRIDAY, JULY 22, 2011,
UNLESS THE OFFER IS EXTENDED.
The Depositary for the Offer is:
THE COLBENT CORPORATION
For The Denali Fund Inc. Tender Offer
Attn: Corporate Actions
161 Bay State Road
Braintree, MA 02184
(781) 930-4900
The Information Agent for the Offer is:
MORROW & CO., LLC
470 West Avenue
Stamford, CT 06902
(203) 658-9400
Banks and Brokerage Firms, Please Call: (203) 658-9400
Preferred Stockholders Call Toll Free: (800) 662-5200
E-mail: denali@morrowco.com
Complete this Letter of Transmittal and return it to the Depositary at the address shown above.
Delivery of this Letter of Transmittal to an address other than as set forth above will not constitute a valid delivery.
The instructions accompanying this Letter of Transmittal should be read carefully before this Letter of Transmittal is completed.
This Letter of Transmittal is to be used if delivery of Preferred Shares (as defined below) is to be made by book-entry transfer to the Depositary's account at The Depository Trust Company (the "Book-Entry Transfer Facility") pursuant to the procedures set forth in Section 4 of the Offer to Purchase, unless an Agent's Message (as defined in Section 4 of the Offer to Purchase) is utilized.
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Description of Preferred Shares Tendered
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| Name(s) and Address(es) of Registered Holder(s) (Please fill in, if blank) | Number of Preferred Shares Tendered* (Attach additional list if necessary) |
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* Unless otherwise indicated, it will be assumed that all Preferred Shares held in the name(s) of the registered holder(s) will be tendered.
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If you wish to tender all or any part of your outstanding Series A auction preferred shares, par value $0.0001 per share, with a liquidation preference of $25,000 per share ("Preferred Shares"), for an amount per share, net to you in cash, equal to 95% of the liquidation preference of $25,000 per share (or $23,750 per share) plus any unpaid accrued dividends, you should either:
| · | complete and sign this Letter of Transmittal (or a facsimile hereof) in accordance with the instructions hereto and either deliver it with any required signature guarantee and any other required documents to The Colbent Corporation (the "Depositary") or tender your Preferred Shares pursuant to the procedure for book-entry tender set forth in Section 4 of the Offer to Purchase; or |
| · | request a broker, dealer, commercial bank, trust company or other nominee to effect the transaction for you. If your Preferred Shares are registered in the name of a broker, dealer, commercial bank, trust company or other nominee you should contact such person if you desire to tender your Preferred Shares. |
Questions and requests for assistance or for additional copies of this Letter of Transmittal or the Offer to Purchase may be directed to Morrow & Co., LLC, the Information Agent, at its address and telephone number set forth on the first page of this Letter of Transmittal.
Method of Tender
Note: Signatures Must be Provided Below.
Please Read Accompanying Instructions Carefully.
[ ] Check here if tendered Preferred Shares are being delivered by book-entry transfer to the Depositary's account at the Book-Entry Transfer Facility and complete the following:
Name of Tendering Institution
Account Number
Transaction Code Number
Contact Person in Auction Department of Tendering Institution*
E-mail Address of Contact Person in Auction Department*
*If there is no established Auction Department, please include contact information for the party that submits auction instructions for Preferred Shares.
Ladies and Gentlemen:
The undersigned hereby tenders to The Denali Fund Inc., a closed-end, non-diversified, investment management company organized as a corporation under the laws of the State of Maryland (the “Fund”), the outstanding Series A auction preferred shares in the Fund or portion thereof held by the undersigned, described and specified below, on the terms and conditions set out in the Offer to Purchase, dated June 22, 2011, receipt of which is hereby acknowledged in this Letter of Transmittal.
THE OFFER TO PURCHASE AND THIS LETTER OF TRANSMITTAL ARE SUBJECT TO ALL THE TERMS AND CONDITIONS SET OUT IN THE OFFER (AS DEFINED BELOW), INCLUDING, BUT NOT LIMITED TO, THE ABSOLUTE RIGHT OF THE FUND TO REJECT ANY AND ALL TENDERS DETERMINED BY IT, IN ITS SOLE DISCRETION, NOT TO BE IN THE APPROPRIATE FORM.
The undersigned hereby tenders to the Fund the above-described outstanding Series A auction preferred shares, par value $0.0001 per share, with a liquidation preference of $25,000 per share ("Preferred Shares"), pursuant to the Fund's offer to purchase for cash up to 720 of the Fund’s outstanding Preferred Shares, upon the terms and subject to the conditions set forth in the Fund's Offer to Purchase, receipt of which is hereby acknowledged, and this Letter of Transmittal (which together constitute the "Offer"). The price to be paid for the Preferred Shares is an amount per share, net to the seller in cash, equal to 95% of the liquidation preference of $25,000 per share (or $23,750 per share) plus any unpaid accrued dividends through July 22, 2011, or such later date to which the Offer is extended.
Upon the terms and subject to the conditions of the Offer and effective upon acceptance for payment of and payment for the Preferred Shares tendered herewith, the undersigned hereby sells, assigns and transfers to, or upon the order of, the Fund all right, title and interest in and to all the Preferred Shares that are being tendered hereby and irrevocably constitutes and appoints The Colbent Corporation (the “Depositary”) the true and lawful agent and attorney-in-fact of the undersigned with respect to such Preferred Shares, with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest), to:
| (i) | transfer ownership of such Preferred Shares on the account books maintained by The Depository Trust Company (the “Book-Entry Transfer Facility”) with all accompanying evidences of transfer and authenticity, to or upon the order of the Fund; |
| (ii) | present such Preferred Shares for transfer on the Fund's books; and |
| (iii) | receive all benefits and otherwise exercise all rights of beneficial ownership of such Preferred Shares, subject to the next paragraph, all in accordance with the terms of the Offer. |
The undersigned hereby covenants, represents and warrants to the Fund that:
| (i) | the undersigned has full power and authority to tender, sell, assign and transfer the Preferred Shares tendered hereby including any and all dividends, distributions, other shares or other securities or rights declared or issuable in respect of such Preferred Shares after the Expiration Date (as used herein, this term shall have the meaning as set forth in Section 1 of the Offer to Purchase), and that when and to the extent the same are accepted for payment by the Fund, the Fund will acquire good, marketable and unencumbered title thereto, free and clear of all security interests, liens, restrictions, charges, encumbrances, conditional sales agreements or other obligations relating to the sale or transfer of the Preferred Shares and not subject to any adverse claims; |
| (ii) | the undersigned understands that tenders of Preferred Shares pursuant to any of the procedures described in Section 4 of the Offer to Purchase and in the instructions to this Letter of Transmittal will constitute the undersigned's acceptance of the terms and conditions of the Offer, including the undersigned's representation and warranty that (a) the undersigned has a "net long position," within the meaning of Rule 14e-4 promulgated under the Securities Exchange Act of 1934, as amended ("Rule 14e-4"), in the Preferred Shares or equivalent securities at least equal to the Preferred Shares being tendered, and (b) the tender of Preferred Shares complies with Rule 14e-4; |
| (iii) | the undersigned will, upon request, execute and deliver any additional documents deemed by the Depositary or the Fund to be necessary or desirable to complete the sale, assignment and transfer of the Preferred Shares tendered hereby; and |
| (iv) | the undersigned has read, understands and agrees to all the terms of the Offer. |
All authority herein conferred or agreed to be conferred by this Letter of Transmittal shall survive the death or incapacity of the undersigned, and any obligation of the undersigned hereunder shall be binding upon the heirs, personal representatives, executors, administrators, successors, assigns, trustees in bankruptcy and legal representatives of the undersigned. Except as stated in the Offer, this tender is irrevocable.
The purchase price of the Preferred Shares will be as set forth in the Offer. All Preferred Shares validly tendered on or before the Expiration Date and not properly withdrawn will be purchased, subject to the conditions of the Offer. If any tendered Preferred Shares are not accepted for payment pursuant to the terms and conditions of the Offer for any reason, such Preferred Shares will be returned without expense to the holder of Preferred Shares (the “Preferred Stockholder”) in accordance with Section 3 of the Offer to Purchase.
The undersigned understands that tenders of Preferred Shares pursuant to any one of the procedures described in Section 4 of the Offer to Purchase and in the instructions hereto will constitute a binding agreement between the undersigned and the Fund upon the terms and subject to the conditions of the Offer. The undersigned acknowledges that under no circumstances will the Fund pay interest on the consideration paid for the Preferred Shares tendered including, without limitation, by reason of any delay in making payment.
The undersigned recognizes that under the circumstances set forth in the Offer, the Fund may terminate, extend, or amend the Offer; may postpone the acceptance for payment of, or the payment for, Preferred Shares tendered; or may accept for payment fewer than all of the Preferred Shares tendered.
Unless otherwise indicated under "Special Payment Instructions," please issue the check for the consideration for any Preferred Shares purchased, and credit to the account at the Book-Entry Transfer Facility any Preferred Shares not tendered or not purchased. Similarly, unless otherwise indicated under "Special Delivery Instructions," please mail the check for the consideration for the Preferred Shares purchased and issue a confirmation for any Preferred Shares not tendered or not purchased (and accompanying documents, as appropriate) to the undersigned at the address shown below the undersigned's signature(s). If both "Special Payment Instructions" and "Special Delivery Instructions" are completed, please issue the check for the consideration for any Preferred Shares purchased and return any Preferred Shares not tendered or not purchased in the name(s) of, and mail said check to, the person(s) so indicated. The undersigned recognizes that the Fund has no obligation, pursuant to the "Special Payment Instructions," to transfer any Preferred Shares from the name of the registered holder(s) thereof if the Fund does not accept for payment any of the Preferred Shares so tendered.
| --------------------------------- | | ----------------------------------- |
| Special Payment Instructions | | Special Delivery Instructions |
| (See Instructions 6 and 7) | | (See Instructions 6 and 7) |
| | | |
To be completed ONLY if the check for the purchase price of Preferred Shares purchased (less the amount of any federal income and backup withholding tax required to be withheld) is to be issued to the order of, someone other than the person or persons whose signature(s) appears within this Letter of Transmittal. | | To be completed ONLY if the check for the purchase price of Preferred Shares purchased (less the amount of any federal income and backup withholding tax required to be withheld) is to be mailed to an address different from that shown in the box titled "Description of Preferred Shares Tendered" within this Letter of Transmittal. |
| Mail: [ ] check | | Mail: [ ] check |
| Advice to: | | Advice to: |
Name: ______________________________ (Please Print) | | Name: ______________________________ (Please Print) |
Address: ___________________________ ____________________________________ | | Address: ___________________________ ____________________________________ |
| Zip Code _______________________ | | Zip Code _______________________ |
(Social Security or Taxpayer Identification No.) ____________________________ | | (Social Security or Taxpayer Identification No.) ____________________________ |
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Sign Here
(Please complete and return the Substitute Form W-9 below)
(Signature(s) of Owners)
Dated:
Printed Name(s)
Capacity (full title)
Address
(Include Zip Code)
Area Code and Telephone Number
(Must be signed by registered holder(s) exactly as name(s) appear(s) on a security position listing or by person(s) authorized to become registered holder(s) by certificate(s) and documents transmitted herewith. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, agent, officer of a corporation or other person acting in a fiduciary or representative capacity, please set forth full title and see Instruction 4).
Guarantee Of Signature(s)
(See Instructions 1 and 4)
Authorized Signature:
Name:
Title:
(Please Type or Print)
Name of Firm:
Address:
(Include Zip Code)
Area Code and Telephone No:
Dated:
---------------------------- -------------------------------------------------- ---------------------------------------------- Substitute Form W-9 Part I-- Taxpayer Identification Social Security Number Department of the No.--For All Accounts. OR Treasury Internal Employee Identification Number Revenue Service __________________________ Payer's Request for Taxpayer Identification No. --------------------------------------------------------------- ---------------------------------------- Enter your taxpayer identification number in the appropriate box. For most individuals and sole Part II proprietors, this is your Social Security Number. For other entities, it is your Employer For Payees Exempt From Identification Number. If you do not have a Backup Payer's Request for number, see "How to Obtain a TIN" in the Withholding (see enclosed enclosed Guidelines. Note: If the account is Guidelines) in more than one name, see the chart on page 2 of the enclosed Guidelines to determine what number to enter. ----------------------------------------------------------------------------------------------------------------------------- Certification -- Under penalties of perjury, I certify that: (1) The number shown on this form is my correct Taxpayer Identification Number (or I am waiting for a number to be issued to me) and either (a) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration Office or (b) I intend to mail or deliver an application in the near future. I understand that if I do not provide a taxpayer identification number within (60) days, 28% of all reportable payments made to me thereafter will be withheld until I provide a number; (2) I am not subject to backup withholding either because (a) I am exempt from backup withholding, (b) I have not been notified by the Internal Revenue Service ("IRS") that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding; (3) I am a U.S. Person (or resident alien); and (4) Any information provided on this form is true, correct and complete. (Please cross out certification two if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return.) ----------------------------------------------------------------------------------------------------------------------------- Signature: ____________________________________________________________________ Dated ________________________ ----------------------------------------------------------------------------------------------------------------------------- |
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN IRS PENALTIES AND BACKUP WITHHOLDING OF 28% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
| 1. | Guarantee of Signatures. Except as otherwise provided below, all signatures on this Letter of Transmittal must be guaranteed by a financial institution (including most banks, savings and loan associations and brokerage houses) that is a member of a recognized Medallion Program approved by The Securities Transfer Association, Inc., including the Securities Transfer Agents Medallion Program (STAMP), or any other "eligible guarantor institution" (as such term is defined in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended) (each an "Eligible Institution"). Signatures on this Letter of Transmittal need not be guaranteed if (i)(a) this Letter of Transmittal is signed by the registered holder(s) of the Preferred Shares (which term, for purposes of this document, shall include any participant in the Book-Entry Transfer Facility whose name appears on a security position listing as the owner of Preferred Shares) tendered herewith exactly as the name of such holder(s) appears on the appropriate account maintained by such participant within the Book-Entry Transfer Facility, (b) payment and delivery are to be made directly to such holder(s) and (c) such holder(s) have not completed the instruction entitled "Special Payment Instructions" on this Letter of Transmittal or (ii) such Preferred Shares are tendered for the account of an Eligible Institution. See Instruction 4. |
| 2. | Delivery of Letter of Transmittal and Preferred Shares. This Letter of Transmittal is to be used if, unless an Agent's Message (as defined in Section 4 of the Offer to Purchase) is utilized, delivery of Preferred Shares is to be made by book-entry transfer pursuant to the procedures set forth in Section 4 of the Offer to Purchase. A confirmation of a book-entry transfer into the Depositary's account at the Book-Entry Transfer Facility of all Preferred Shares delivered electronically, as well as a properly completed and duly executed Letter of Transmittal (or in the case of a book-entry transfer, an Agent's Message) and any other documents required by this Letter of Transmittal, must be received by the Depositary at its address set forth on the front page of this Letter of Transmittal by the Expiration Date. |
The method of delivery of all documents, this Letter of Transmittal and any other required documents, is at the option and risk of the tendering Preferred Stockholder. If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to ensure timely delivery.
No alternative, conditional or contingent tenders will be accepted, and no fractional Preferred Shares will be purchased. By executing this Letter of Transmittal, the tendering Preferred Stockholder waives any right to receive any notice of the acceptance for payment of the Preferred Shares.
If the space provided in the box captioned "Description of Preferred Shares Tendered" above is inadequate, the number of Preferred Shares should be listed on a separate signed schedule and attached to this Letter of Transmittal.
| 3. | Partial Tenders. If any tendered Preferred Shares are not accepted for payment pursuant to the terms and conditions of the Offer for any reason, or if any tendered Preferred Shares are not accepted because of an invalid tender, or if any tendered Preferred Shares are properly withdrawn, Preferred Shares delivered in accordance with the procedure for book-entry transfer (as described in Section 4 of the Offer to Purchase) will be credited to the appropriate account maintained within the Book-Entry Transfer Facility. |
| 4. | Signatures on Letter of Transmittal; Share Powers and Endorsements. If this Letter of Transmittal is signed by the registered holder(s) of the Preferred Shares tendered hereby, the signature(s) must correspond with the name(s) as it appears on the appropriate account maintained within the Book-Entry Transfer Facility. |
If any of the Preferred Shares tendered hereby are held of record by two or more persons, all such persons must sign this Letter of Transmittal.
If any of the Preferred Shares tendered hereby are registered in different names on different accounts maintained within the Book-Entry Transfer Facility, it will be necessary to complete, sign and submit as many separate Letters of Transmittal as there are different accounts.
If this Letter of Transmittal is signed by the registered holder(s) of the Preferred Shares tendered hereby, no separate share powers are required unless payment of the purchase price is to be made, or Preferred Shares not tendered or not purchased are to be returned, in the name of any person other than the registered holder(s). Signatures on any such share powers must be guaranteed by an Eligible Institution.
If this Letter of Transmittal is signed by a person other than the registered holder(s) of the Preferred Shares tendered hereby, the Letter of Transmittal must be accompanied by appropriate share powers, signed exactly as the name(s) of the registered holder(s) appear(s) on the appropriate account maintained by a participant within the Book-Entry Transfer Facility.
Signature(s) on any such share powers must be guaranteed by an Eligible Institution.
If this Letter of Transmittal or any share power is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, such person should so indicate when signing, and proper evidence satisfactory to the Fund of the authority of such person so to act must be submitted.
| 5. | Share Transfer Taxes. The Fund will pay any share transfer taxes with respect to the sale and transfer of any Preferred Shares to it or its order pursuant to the Offer. If, however, payment of the purchase price is to be made to, or Preferred Shares not tendered or not purchased are to be returned in the name of, any person other than the registered holder(s), or if a transfer tax is imposed for any reason other than the sale or transfer of Preferred Shares to the Fund pursuant to the Offer, then the amount of any share transfer taxes (whether imposed on the registered holder(s), such other person or otherwise) will be deducted from the purchase price unless satisfactory evidence of the payment of such taxes, or exemption therefrom, is submitted herewith. |
| 6. | Special Payment and Delivery Instructions. If the check for the purchase price of any Preferred Shares purchased is to be issued, or any Preferred Shares not tendered or not purchased are to be returned, in the name of a person other than the person(s) signing this Letter of Transmittal, the appropriate boxes on this Letter of Transmittal should be completed. Preferred Stockholders tendering Preferred Shares by book-entry transfer may request that Preferred Shares not purchased be credited to such account at the Book-Entry Transfer Facility as such Preferred Stockholder may designate under "Special Payment Instructions." If no such instructions are given, any such Preferred Shares not purchased will be returned by crediting the account at the Book-Entry Transfer Facilities designated above. |
| 7. | Substitute Form W-9. Under the federal income tax laws, the Depositary will be required to withhold 28% of the amount of any payments made to certain Preferred Stockholders pursuant to the Offer. In order to avoid such backup withholding, each tendering Preferred Stockholder, and, if applicable, each other payee, must provide the Depositary with such Preferred Stockholder's or payee's correct taxpayer identification number and certify that such Preferred Stockholder or payee is not subject to such backup withholding by completing the Substitute Form W-9 set forth above. In general, if a Preferred Stockholder or payee is an individual, the taxpayer identification number is the Social Security number of such individual. If the Depositary is not provided with the correct taxpayer identification number, the Preferred Stockholder or payee may be subject to a $50 penalty imposed by the Internal Revenue Service. Certain Preferred Stockholders or payees (including, among others, all corporations and certain foreign individuals) are not subject to these backup withholding and reporting requirements. In order to satisfy the Depositary that a foreign individual qualifies as an exempt recipient, such Preferred Stockholder or payee must submit a statement, signed under penalties of perjury, attesting to that individual's exempt status. Such statements can be obtained from the Depositary. |
For further information concerning backup withholding and instructions for completing the Substitute Form W-9 (including how to obtain a taxpayer identification number if you do not have one and how to complete the Substitute Form W-9 if Preferred Shares are held in more than one name), consult the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.
Failure to complete the Substitute Form W-9 will not, by itself, cause Preferred Shares to be deemed invalidly tendered, but may require the Depositary to withhold 28% of the amount of any payments made pursuant to the Offer. Backup withholding is not an additional federal income tax. Rather, the federal income tax liability of a person subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund may be obtained provided that the required information is furnished to the Internal Revenue Service. Note: Failure to complete and return the Substitute Form W-9 may result in IRS penalties and backup withholding of 28% of any payments made to you pursuant to the Offer. Please review the enclosed guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 for additional details.
| 8. | Waiver of Conditions. Subject to the Offer, the conditions of the Offer may be waived, in whole or in part, by the Fund, at any time and from time to time, in the case of any Preferred Shares tendered. |
| 9. | Irregularities. The Fund will determine, in its sole discretion, all questions as to the number of Preferred Shares to be accepted, and the validity, form, eligibility, including time of receipt, and acceptance for payment of any tender of Preferred Shares. The Fund's determination will be final and binding on all parties. The Fund reserves the absolute right to reject any or all tenders it determines not to be in proper form or the acceptance of or payment for which it determines may be unlawful. The Fund also reserves the absolute right to waive any defect or irregularity in the tender of any particular Preferred Shares or any particular Preferred Stockholder. No tender of Preferred Shares will be deemed to be properly made until all defects or irregularities have been cured by the tendering Preferred Stockholder or waived by the Fund. None of the Fund, the Depositary, the Information Agent, or any other person will be under any duty to give notice of any defects or irregularities in any tender, or incur any liability for failure to give any such notice. The Fund's interpretation of the terms of and conditions to the Offer, including this Letter of Transmittal and the instructions thereto, will be final and binding. By tendering Preferred Shares to the Fund, you agree to accept all decisions the Fund makes concerning these matters and waive any right you might otherwise have to challenge those decisions. |
| 10. | Contact Information. In order to facilitate the Offer and any auctions for Preferred Shares that may remain outstanding after the Offer is completed, each broker or other nominee holder must provide additional contact information for its Auction Department, or whoever at the broker or other nominee holder submits auction instructions for the Preferred Stock on its behalf. If you are unable to provide this contact information, the Fund, in its sole discretion, may waive this requirement. |
Any questions and requests for assistance may be directed to the Information Agent at its addresses and telephone number set forth on the first page of this Letter of Transmittal. Additional copies of the Offer to Purchase and the Letter of Transmittal may be obtained from the Information Agent at its addresses and telephone number set forth on the first page of this Letter of Transmittal. Preferred Stockholders may also contact their broker, dealer, commercial bank or trust company or other nominee for assistance concerning the Offer.
PLEASE FAX OR MAIL (VIA CERTIFIED MAIL, RETURN RECEIPT REQUESTED) TO:
BY FIRST CLASS MAIL ONLY:
The Colbent Corporation for
The Denali Fund Inc. Tender Offer
Attn: Corporate Actions
PO Box 859208
Braintree, MA 02185-9208
BY OVERNIGHT DELIVERY:
The Colbent Corporation for
The Denali Fund Inc. Tender Offer
Attn: Corporate Actions
161 Bay State Road
Braintree, MA 02184
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON
SUBSTITUTE FORM W-9
Guidelines for Determining the Proper Identification Number to Give the Payer
Social security numbers have nine digits separated by two hyphens, i.e. 000-00-0000. Employer identification numbers have nine digits separated by only one hyphen, i.e., 00-0000000. The table below will help determine the number to give the payer.
| | For this type of account | Give the SOCIAL SECURITY number of |
| 1. | An individual’s account | The individual |
| 2. | Two or more individuals (joint account) | The actual owner of the account or, if combined funds, |
| | | the first individual on the account(1) |
| 3. | Husband and wife (joint account) | The actual owner of the account, or if joint funds, either |
| | | person(1) |
| 4. | Custodian account of a minor (Uniform Gift to Minors | The minor(2) |
| | Act) | |
| 5. | Adult and minor (joint account) | The adult or, if the minor is the only contributor, the |
| | | minor(1) |
| 6. | Account in the name of guardian or committee for a | The ward, minor, or incompetent person(3) |
| | designated ward, minor, or incompetent person | |
| 7. | a. A revocable savings trust account (in which grantor is | The grantor trustee |
| | also trustee) | |
| | b. Any “trust” account that is not a legal or valid trust | The actual owner |
| | under State law | |
| 8. | Sole proprietorship account | The owner(4) |
| 9. | A valid trust, estate, or pension trust | The legal entity (do not furnish the identifying number |
| | | of the personal representative or trustee unless the legal |
| | | entity itself is not designated in the account title)(5) |
| 10. | Corporate account | The corporation |
| 11. | Religious, charitable or educational organization | The organization |
| | account | |
| 12. | Partnership account held in the name of the business | The partnership |
| 13. | Association, club, or other tax-exempt organization | The organization |
| 14. | A broker or registered nominee | The broker or nominee |
| 15. | Account with the Department of Agriculture in the | The public entity |
| | name of a public entity (such as a state or local | |
| | government, school district, or prison) that receives | |
| | agricultural program payments | |
(1) List first and circle the name of the person whose number you furnish.
(2) Circle the minor’s name and furnish the minor’s social security number.
(3) Circle the ward, minor or incompetent person’s name and furnish such person’s social security number.
(4) Show the individual name of the owner. The business or DBA name may be added under “Business name.”
(5) List first and circle the name of the legal trust, estate or pension trust.
Note: If no name is circled when there is more than one name, the number will be considered to be that of the first name listed.
Obtaining a Number
If you don’t have a taxpayer identification number or you do not know your number, obtain Form SS-5, Application for a Social Security Number Card (for resident individuals), Form SS-4, Application for Employer Identification Number (for business and all other entities), or Form W-7 for International Taxpayer Identification Number (for alien individuals required to file U.S. tax returns), at an office of the Social Security Administration or the Internal Revenue Service.
To complete Substitute Form W-9 if you do not have a taxpayer identification number, write “Applied For” in the space for the taxpayer identification number in Part I, sign and date the Form, and give it to the requester. Generally, you will then have 60 days to obtain a taxpayer identification number and furnish it to the requester. If the requester does not receive your taxpayer identification number within 60 days, backup withholding, if applicable, will begin and will continue until you furnish your taxpayer identification number to the requester.
Payees Exempt from Backup Withholding
Unless otherwise noted herein, all references below to section numbers or to regulations are references to the Internal Revenue Code and the regulations promulgated thereunder.
Payees specifically exempted from backup withholding include the following:
• A corporation.
• A financial institution.
• An organization exempt from tax under section 501(a), or an individual retirement plan, or a custodial account under section 403(b)(7).
• The United States or any agency or instrumentality thereof.
• A State, the District of Columbia, a possession of the United States, or any political subdivision or instrumentality thereof.
• A foreign government or a political subdivision, agency or instrumentality thereof.
• An international organization or any agency or instrumentality thereof.
• A registered dealer in securities or commodities registered in the United States or a possession of the United States.
• A real estate investment trust.
• A common trust fund operated by a bank under section 584(a).
• An exempt charitable remainder trust, or a non-exempt trust described in section 4947(a)(1).
• An entity registered at all times during the tax year under the Investment Company Act of 1940.
• A foreign central bank of issue.
• A nonresident alien subject to withholding under section 1441.
Exempt payees described above should still file a Substitute Form W-9 to avoid possible erroneous backup withholding. FILE THIS FORM WITH THE PAYER. FURNISH YOUR TAXPAYER IDENTIFICATION NUMBER, WRITE “EXEMPT” ON THE FACE OF THE FORM, AND RETURN IT TO THE PAYER.
Privacy Act Notices — Section 6109 requires most recipients of dividends, interest, or other payments to give taxpayer identification numbers to payers who must report the payments to the IRS. The IRS uses the numbers for identification purposes and to help verify the accuracy of your tax return. Payers must be given the number whether or not recipients are required to file tax returns. Payers must generally withhold 28% of taxable interest, dividends, and certain other payments to a payee who does not furnish a taxpayer identification number to a payer. Certain penalties may also apply.
FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE SERVICE
