LETTER OF TRANSMITTALPursuant to the O_er to Purchase dated September 12, 2012THE OFFER WILL EXPIRE AT 12:00 MIDNIGHT, EASTERN TIME, ON OCTOBER 8, 2012, UNLESS THE OFFER IS EXTENDEDANY QUESTIONS CONCERNING THE OFFER OR THIS LETTER OF TRANSMITTAL CAN BE DIRECTED TO THE FOLLOWING ADDRESS: Our website: www.bdcofamerica.com Our telephone: (212) 415-6500 U.S. mail: Business Development Corporation of America 405 Park Avenue, 15th Floor New York, New York 10022DELIVERY OF THIS LETTER OF TRANSMITTAL AND ALL OTHER DOCUMENTS TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY TO BUSINESS DEVELOPMENT CORPORATION OF AMERI-CA (THE “COMPANY”).THE OFFER TO PURCHASE AND THIS ENTIRE LETTER OF TRANSMITTAL, INCLUDING THE ACCOMPANYING INSTRUCTIONS, SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.IF YOU WANT TO RETAIN YOUR SHARES, YOU DO NOT NEED TO TAKE ANY ACTION.LIST THE NUMBER OF SHARES BELOW TO WHICH THIS LETTER OF TRANSMITTAL RELATES. THE NAMES AND ADDRESSES OF THE PERSON(S) SHOULD BE PRINTED, IF NOT ALREADY PRINTED BELOW, EXACTLY AS THEY APPEARED ON THE SUBSCRIPTION AGREEMENT ACCEPTED IN CONNECTION WITH THE PURCHASE OF SHARES.TOTAL SHARES TO BE TENDERED:NOTE: SIGNATURES MUST BE PROVIDED BELOW PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:This letter of transmittal is provided in connection with the Company’s offer dated September 12, 2012 to purchase up to 10,732 shares of common stock of the Company (“Shares”). This amount represents approximately 5.0% of the weighted average number of Shares outstanding for the calendar year ended December 31, 2011. During any calendar year, we intend to limit the number of shares we repurchase to 10% of the weighted average number of shares outstanding during the prior calendar year. The person(s) signing this Letter of Transmittal (the “Signatory”) hereby tender(s) to the Company, which is an externally managed, non-diversified, closed-end management investment company incorporated in Maryland, the number of Shares specified above for purchase by the Company at a price equal to $9.7125 per Share, which equals 92.5 percent of the offering price per Share as of October 1, 2012 (the “Purchase Price”), in cash, under the terms and subject to the conditions set forth in the Offer to Purchase, receipt of which is hereby acknowledged, and in this Letter of Transmittal (which Offer to Purchase and Letter of Transmittal together with any amendments or supplements thereto collectively constitute the “O_er”). As an example of the calculation of the Purchase Price, we expect that the offering price on October 1, 2012 will be $10.50 per Share; 92.5 percent of this amount would equal a Purchase Price of $9.7125 per Share.Subject to, and effective upon, acceptance for payment of, or payment for, Shares tendered herewith in accordance with the terms and subject to the conditions of the Offer (including, if the Offer is extended or amended, the terms or conditions of any such extension or amendment), the Signatory hereby sells, assigns and transfers to, or upon the order of, the Company, all right, title and interest in and to all of the Shares that are being tendered hereby that are purchased pursuant to the Offer, and hereby irrevocably constitutes and appoints the Company as attorney-in-fact of the Signatory with respect to such Shares, with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest), to receive all benefits and otherwise exercise all rights of beneficial ownership of such Shares all in accordance with the terms and subject to the conditions set forth in the Offer.The name(s) and address(es) of the registered owner(s) should be printed exactly as on the subscription agreement accepted by the Company in connection with the purchase of the Shares.The Signatory recognizes that, under certain circumstances as set forth in the Offer to Purchase, the Company may amend, extend or terminate the Offer or may not be required to purchase any of the Shares tendered hereby. In any such event, the Signatory understands that the Shares not purchased, if any, will continue to be held by the Signatory and will not be tendered.The Signatory understands that acceptance of Shares by the Company for payment will constitute a binding agreement between the Signatory and the Company upon the terms and subject to the conditions of the Offer.The Signatory understands that the payment of the Purchase Price for the Shares accepted for purchase by the Company will be made as promptly as practicable by the Company following the conclusion of the Offer and that in no event will the Signatory receive any interest on the Purchase Price. Payment of the Purchase Price for the Shares tendered by the undersigned will be made on behalf of the Company by check or wire transfer to the account identified by the undersigned below.All authority herein conferred or agreed to be conferred shall survive the death or incapacity of the Signatory and all obligations of the Signatory hereunder shall be binding upon the heirs, personal representatives, successors and assigns of the Signatory. Except as stated in the Offer, this tender is irrevocable.The Signatory hereby acknowledges that capitalized terms not defined in this Letter of Transmittal shall have the meanings ascribed to them in the Offer to Purchase.IMPORTANT: Please sign exactly as Signature Box your name is printed (or corrected) above, and insert your TaxpayerIdentification Number or Social Signature of Owner ______________________________________________ Date (mm/dd/yyyy) _______________ Security Number in the space provided below your signature. For Social Security Number or Taxpayer Identification Number joint owners, each joint owner must sign (See Instruction 1).Signature of Owner ______________________________________________ Date (mm/dd/yyyy) _______________Social Security Number or Taxpayer Identification Number
The Signatory authorizes and instructs the Company to make a cash payment (payable by check or wire transfer) of the Purchase Price for Shares accepted for purchase by the Company, less any applicable withholding taxes, to which the undersigned is entitled in the name of the registered holder(s) appearing on page 3 (unless a different name is indicated in Box I “Special Registration and Payment Instructions” below), for delivery by mail to the address shown in Box II below (unless a different address or method of payment is indicated in Box I “Special Registration and Payment Instructions” below).The Purchase Price will be paid by check unless otherwise indicated in Box 1.1 IMPORTANT: To be com- Special Registration and Payment Instructions (See Instructions 1, 3, 5 and 6)pleted ONLY if the Purchase Price is to be made Check here and fill out the wire transfer instructions below to receive the Purchase Price via wire transfer payable in the name of someone other than the Bank name(s) of the registered ABA Routing Number holder(s), or if the payment of the Purchase Account Holder Price is to be delivered by Account Number mail to an address differ-ent than the address(es) Reference Business Development Corporation of America of the registered holder(s) provided on the subscrip- Check here to receive the Purchase Price via check tion agreement accepted by the Company in con- Make checks payable to and mail to: nection with the purchase of the Shares, or if the Name of Registered Holder Purchase Price is to be Mailing Address made payable by wire.City, State, ZipSocial Security Number (or) Tax Identification Number(In Addition, Complete Substitute Form W-9)2 By executing this Letter Sign Here to Tender your Shares (See Instructions 1 and 3)of Transmittal, the (In Addition, Complete Substitute Form W-9) undersigned hereby delivers to the Company Signature(s) of Registered Holder(s) _________________________________ Date (mm/dd/yyyy) ______________ in connection with the O_er to Purchase Signature(s) of Registered Holder(s) _________________________________ Date (mm/dd/yyyy) ______________ the number of shares Name(s) (Please print) of common stock indicated in the box Name(s) (Please print) entitled “Total Shares to be Tendered.” Capacity (list full title)Address City, State, ZipDaytime Phone # ( )Social Security Number or Taxpayer Identification Number3Signature(s) Guaranteed By: (To be completed ONLY if required by Instructions 1 and 3)The undersigned hereby guarantees the signature(s) which appear(s) on this Letter of Transmittal for Shares tendered pursuant to this Letter of Transmittal.Name of Institution Issuing Guarantee _____________________________________________________________ Authorized Signature By _________________________________________________________________________ TitleAddress of Guaranteeing Firm City, State, Zip Dated
Form W-9 Request for Taxpayer Give Form to the (Rev. December 2011) Identification Number and Certification requester. Do notDepartment of the Treasury send to the IRS. Internal Revenue Service Name (as shown on your income tax return)Business name/disregarded entity name, if different from above on page 2. Check appropriate box for federal tax classification: Individual/sole proprietor C Corporation S Corporation Partnership Trust/estateInstructionsExempt payee Limited liability company. Enter the tax classification (C=C corporation, S=S corporation,P=partnership)¶Print or type Other (see instructions)¶ Specific Address (number, street, and apt. or suite no.) Requester’s name and address (optional) City, state, and ZIP code SeeList account number(s) here (optional)Part I Taxpayer Identification Number (TIN)Enter your TIN in the appropriate box. The TIN provided must match the name given on the “Name” line Social security number to avoid backup withholding. For individuals, this is your social security number (SSN). However, for a resident alien, sole proprietor, or disregarded entity, see the Part I instructions on page 3. For other – –entities, it is your employer identification number (EIN). If you do not have a number, see How to get a TIN on page 3.Note. If the account is in more than one name, see the chart on page 4 for guidelines on whose Employer identification number number to enter.–Part II CertificationUnder 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), and2. I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (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, and3. I am a U.S. citizen or other U.S. person (defined below).Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backupwithholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply.For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirementarrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the certification, but you mustprovide your correct TIN. See the instructions on page 4.Sign Signature ofHere U.S. person¶Date¶General Instructions Note. If a requester gives you a form other than Form W-9 to request your TIN, you must use the requester’s form if it is substantially similar Section references are to the Internal Revenue Code unless otherwise to this Form W-9. noted.Definition of a U.S. person. For federal tax purposes, you are Purpose of Form considered a U.S. person if you are:A person who is required to file an information return with the IRS must An individual who is a U.S. citizen obtain your correct taxpayer identification number (TIN) to report, for A partnership, corporation, company,r example, income paid to you, real estate transactions, mortgage interest organized in the United States or under the laws of the United States, you paid, acquisition or abandonment of secured property, cancellation An estate (other than a foreign of debt, or contributions you made to an IRA. A domestic trust (as defined 7).inUse Form W-9 only if you are a U.S. person (including a resident alien), to provide your correct TIN to the person requesting it (the Special rules for partnerships. Partnerships that conduct a trade or requester) and, when applicable, to: business in the United States are generally required to pay a withholding tax on any foreign partners’ share of income from such business. 1. Certify that the TIN you are giving is correct (or you are waiting for a Further, in certain cases where a Form W-9 has not been received, a number to be issued), partnership is required to presume that a partner is a foreign person, 2. Certify that you are not subject to backup withholding, or and pay the withholding tax. Therefore, if you are a U.S. person that is a3. Claim exemption from backup withholding if you are a U.S. exempt partner in a partnership conducting a trade or business in the United payee. If applicable, you are also certifying that as a U.S. person, your States, provide Form W-9 to the partnership to establish your U.S. allocable share of any partnership income from a U.S. trade or business status and avoid withholding on your share of partnership income. is not subject to the withholding tax on foreign partners’ share of effectively connected income.Cat. No. 10231X Form W-9 (Rev. 12-2011)
Form W-9 (Rev. 12-2011) Page 2The person who gives Form W-9 to the partnership for purposes of Certain payees and payments are . exempt establishing its U.S. status and avoiding withholding on its allocable See the instructions below and the separate Instructions for the share of net income from the partnership conducting a trade or business Requester of Form W-9. in the United States is in the following cases: Also see Special rules for partnerships on page 1. The U.S. owner of a disregarded entity and not the entity,Updating Your Information The U.S. grantor or otherhe trust, owner of a grantor trust and not t and You must provide updated information claimed to be an exempt payee yee if you The U.S. trust (other than iciaries grantor of trust) and not the benef and anticipate receiving reportablem this the trust. person. For example, you may need ton if Foreign person. If you are a foreign W-9.person, you are a C corporation that do not use Form r if you elects no to Instead, use the appropriate 515,Form W-8 longer are tax exempt. In addition,rm W-9 if (see PublicationWithholding of Tax on Nonresident Aliens and Foreign Entities). the name or TIN changes for the rantor of account,Nonresident alien who becomes a resident alien. Generally, only a grantor trust dies. nonresident alien individual treaty to reduce may use Penalties the terms of a tax or eliminate U.S. tax However, most tax on certain types of income. treaties contain a provision known as a “saving clause.” Exceptions Failure to furnish TIN. If you fail to furnish your specified in the permit an exemption from tax tosaving clause may requester, you are subject failure to a penalty continue for income even after the payee certain types of unless your failure is due has otherwise willful neglect. to reasonable become a U.S. resident alien for tax purposes.Civil penalty for false information with respect to withholding. If you If you are a U.S. resident alien who n make a false is relying statement with no reasonable an basis that results in noexceptio contained in the saving clause mption of abackup withholding, you tax treaty to claim $500 penalty. an exe are subject to from U.S. tax on certain types tement of income, you must attach a staCriminal penalty for falsifying information. Willfully falsifying to Form W-9 that specifies the following five items: certifications or affirmations may penalties 1. The treaty country. Generally, y under this including fines and/or must be imprisonment. the same treat which you claimed exemption from tax as a nonresident alien.Misuse of TINs. If the requester discloses or violation of 2. The treaty article addressing the income. federal law, the requester criminal penalties. may be 3. The article number (or location) in the tax treaty that contains the saving clause and its exceptions. Specific Instructions4. The type and amount of income that qualifies for the exemption Name from tax.5. Sufficient facts to justify terms of theIf you are an individual, you exemption from tax under the wn on must the treaty article. your income tax return. However, name, if for instance, due to marriage urity without Example. Article 20 of the U.S.-China income tax treaty allows an Administration of the name change,ast name exemption from tax for scholarship income received by a Chinese shown on your social security card, student temporarily present U.S. law, in the this United States. Under student will become a resident alien for tax purposes if his or her stay in If the account is in joint names, , the name list the United States exceeds 5 calendar years. However, paragraph 2 of the person or entity whose number you form. the first Protocol to the U.S.-China treaty (dated April Sole proprietor.30, Enter your individual 1984) allows incomename as the provisions of Article 20 to continue to apply even tax return on the “Name” after the Chinese business, trade, line. You may student becomes a resident alien of the United States. A Chinese “doing business as (DBA)” name on the “Business name/disregarded student who qualifies for this the firstexception entity name” (under paragraph 2 of line. protocol) and is relying exemptionthis from tax exception to claim an Partnership, C Corporation, or S Corporation. Enter the entity's on his or her scholarship or fellowship income would attach to Form on the “Name” line and any business,ss as W-9 a statement that includes the information described above to (DBA) name” on the “Business name/disregarded. support that exemption.Disregarded entity. Enter the owner's name on the If you are a nonresident alien to backup or name of the entity entered on the “Name”foreign entity not subject withholding, give the requester rm W-8. the appropriate completed Fo disregarded entity. The name on themeWhat is backup withholding? Persons making certain to youshown on the income tax return on which the income will be reported.payments must under certain conditions IRS a percentagewithhold For and example, if a foreign LLC pay to the entity that is for of such payments. This is Payments that called “backup U.S. federal tax purposes has withholding.” wner's a domestic may be subject to backup interest, tax-exempt withholding name is required to be provided include ct owner on the interest, dividends, exchange transactions, broker and barter of the entity is also a disregardedwner that is rents, royalties, nonemployee certain payments from pay, and disregarded for federal tax purposes.ity's fishing boat operators. Real estate transactions are not subject to backup name on the “Business name/disregardedhe owner withholding. of the disregarded entity ise an a foreign You will not be subject to backup withholding on payments you appropriate Form W-8. receive if you give the requester your roper Note. Check the appropriate box for correct TIN, the federal make tax classification of thethe p certifications, and report all your nds on your person whose name is entered on the taxable interest “Name” line (Individual/soleand divide tax return. proprietor, Partnership, C Corporation,state).Payments you receive will be subject to backup Limited Liability Company (LLC). If the person identified on the withholding if: “Name” line is an LLC, check x only the “Limited and enter the appropriate code for the tax classification in the space1. You do not furnish your TIN to the requester, provided. If you are an LLC r federal that is 2. You do not certify your TIN when tax purposes, enter required (see the Part “P” for II has filed partnership instructions on page 3 for details), Form 8832 or a Form 2553 to be ” taxed for 3. The IRS tells the requester TIN, that C you corporation or “S” for S corporation is furnished an incorrect disregarded as an entity separate fromon 4. The IRS tells you that you are subject to backup withholding section 301.7701-3 (except for not employment because you did not report all n your tax yourcheck the LLC box unless the owner of interest and dividends o return (for reportable interest and dividends only), or identified on the “Name” line) garded is for 5. You do not certify to the to requester federal tax purposes. that you are not subject If the parate LLC is backup withholding under 4 above (for reportable interest and dividend from its owner, enter the appropriate owner accounts opened after 1983 only). identified on the “Name” line.
Form W-9 (Rev. 12-2011) Page 3 Other entities. Enter your business name as shown on required federal Part I. Taxpayer Identification Number (TIN) tax documents on the “Name” line. This name should match the name shown on the charter or other legal document creating the entity. You Enter your TIN in the appropriate box. If you are a resident alien and may enter any business, trade, or DBA name on the “Business name/ you do not have and are not eligible to get an SSN, your TIN is your IRS disregarded entity name” line. individual taxpayer identification number (ITIN). Enter it in the social security number box. If you do not have an ITIN, see How to get a TINExempt Payee below.If you are exempt from backup withholding, enter your name as If you are a sole proprietor and you have an EIN, you may enter either described above and check the appropriate box for your status, then your SSN or EIN. However, the IRS prefers that you use your SSN. check the “Exempt payee” box in the line following the “Business name/ If you are a single-member LLC that is disregarded as an entity disregarded entity name,” sign and date the form. separate from its owner (see Limited Liability Company (LLC) on page 2), Generally, individuals (including sole proprietors) are not exempt from enter the owner’s SSN (or EIN, if the owner has one). Do not enter the backup withholding. Corporations are exempt from backup withholding disregarded entity’s EIN. If the LLC is classified as a corporation or for certain payments, such as interest and dividends. partnership, enter the entity’s EIN.Note. If you are exempt from backup withholding, you should still Note. See the chart on page 4 for further clarification of name and TIN complete this form to avoid possible erroneous backup withholding. combinations.The following payees are exempt from backup withholding: How to get a TIN. If you do not have a TIN, apply for one immediately. To apply for an SSN, get Form SS-5, Application for a Social Security 1. An organization exempt from tax under section 501(a), any IRA, or a Card, from your local Social Security Administration office or get this custodial account under section 403(b)(7) if the account satisfies the form online at www.ssa.gov. You may also get this form by calling requirements of section 401(f)(2), 1-800-772-1213. Use Form W-7, Application for IRS Individual Taxpayer 2. The United States or any of its agencies or instrumentalities, Identification Number, to apply for an ITIN, or Form SS-4, Application for 3. A state, the District of Columbia, a possession of the United States, Employer Identification Number, to apply for an EIN. You canapply for or any of their political subdivisions or instrumentalities, an EIN online by accessing the IRS website at www.irs.gov/businesses and clicking on Employer Identification Number (EIN) under Starting a 4. A foreign government or any of its political subdivisions, agencies, Business. You can get Forms W-7 and SS-4 from the IRS by visiting or instrumentalities, or IRS.gov or by calling 1-800-TAX-FORM (1-800-829-3676).5. An international organization or any of its agencies or If you are asked to complete Form W-9 but do not have a TIN, write instrumentalities. “Applied For” in the space for the TIN, sign and date the form, and giveOther payees that may be exempt from backup withholding include: it to the requester. For interest and dividend payments, and certain 6. A corporation, payments made with respect to readily tradable instruments, generally you will have 60 days to get a TIN and give it to the requester before you 7. A foreign central bank of issue, are subject to backup withholding on payments. The 60-day rule does 8. A dealer in securities or commodities required to register in the not apply to other types of payments. You will be subject to backup United States, the District of Columbia, or a possession of the United withholding on all such payments until you provide your TIN to the States, requester.9. A futures commission merchant registered with the Commodity Note. Entering “Applied For” means that you have already applied for a Futures Trading Commission, TIN or that you intend to apply for one soon.10. A real estate investment trust, Caution: A disregarded domestic entity that has a foreign owner must11. An entity registered at all times during the tax year under the use the appropriate Form W-8. Investment Company Act of 1940, Part II. Certification 12. A common trust fund operated by a bank under section 584(a),To establish to the withholding agent that you are a U.S. person, or 13. A financial institution, resident alien, sign Form W-9. You may be requested to sign by the 14. A middleman known in the investment community as a nominee or withholding agent even if item 1, below, and items 4 and 5 on page 4 custodian, or indicate otherwise.15. A trust exempt from tax under section 664 or described in section For a joint account, only the person whose TIN is shown in Part I 4947. should sign (when required). In the case of a disregarded entity, the person identified on the “Name” line must sign. Exempt payees, see The following chart shows types of payments that may be exemptExempt Payee on page 3. from backup withholding. The chart applies to the exempt payees listed above, 1 through 15. Signature requirements. Complete the certification as indicated in items 1 through 3, below, and items 4 and 5 on page 4.IF the payment is for . . . THEN the payment is exempt 1. Interest, dividend, and barter exchange accounts opened for . . . before 1984 and broker accounts considered active during 1983.You must give your correct TIN, but you do not have to sign the Interest and dividend payments All exempt payees except certification. for 92. Interest, dividend, broker, and barter exchange accounts Broker transactions Exempt payees 1 through 5 and 7 opened after 1983 and broker accounts considered inactive during through 13. Also, C corporations. 1983. You must sign the certification or backup withholding will apply. If Barter exchange transactions and Exempt payees 1 through 5 you are subject to backup withholding and you are merely providing patronage dividends your correct TIN to the requester, you must cross out item 2 in the certification before signing the form.Payments over $600 required to be Generally, exempt payees 3. Real estate transactions. You must sign the certification. You may reported and direct sales over 1 through 72cross out item 2 of the certification. $5,0001 1See Form 1099-MISC, Miscellaneous Income, and its instructions.2However, the following payments made to a corporation and reportable on Form 1099-MISC are not exempt from backup withholding: medical and health care payments, attorneys' fees, gross proceeds paid to an attorney, and payments for services paid by a federal executive agency.
Form W-9 (Rev. 12-2011) Page 4 4. Other payments. You must give your correct TIN, but you do not Note. If no name is circled when more than one name is listed, the have to sign the certification unless you have been notified that you number will be considered to be that of the first name listed. have previously given an incorrect TIN. “Other payments” include payments made in the course of the requester’s trade or business for Secure Your Tax Records from Identity Theft rents, royalties, goods (other than bills for merchandise), medical and Identity theft occurs when someone uses your personal information health care services (including payments to corporations), payments to such as your name, social security number (SSN), or other identifying a nonemployee for services, payments to certain fishing boat crew information, without your permission, to commit fraud or other crimes. members and fishermen, and gross proceeds paid to attorneys An identity thief may use your SSN to get a job or may file a tax return (including payments to corporations). using your SSN to receive a refund.5. Mortgage interest paid by you, acquisition or abandonment of To reduce your risk: secured property, cancellation of debt, qualified tuition program Protect your SSN, payments (under section 529), IRA, Coverdell ESA, Archer MSA orHSA contributions or distributions, and pension distributions. You Ensure your employer is protecting must give your correct TIN, but you do not have to sign the certification. Be careful when choosing a tax preparer If your tax records are affected by identity theft and you receive a What Name and Number To Give the Requester notice from the IRS, respond right away to the name and phone numberFor this type of account: Give name and SSN of: printed on the IRS notice or letter.If your tax records are not currently affected by identity theft but you 1. Individual The individual think you are at risk due to a lost or stolen purse or wallet, questionable 2. Two or more individuals (joint The actual owner of the account or, credit card activity or credit report, contact the IRS Identity Theft Hotline account) if combined funds, the first at 1-800-908-4490 or submit Form 14039. individual on the account1For more information, see Publication 4535, Identity Theft Prevention 3. Custodian account of a minor The minor2 (Uniform Gift to Minors Act) and Victim Assistance.4. a. The usual revocable savings The grantor-trustee1Victims of identity theft who are experiencing economic harm or a trust (grantor is also trustee) system problem, or are seeking help in resolving tax problems that have b. So-called trust account that is The actual owner1not been resolved through normal channels, may be eligible for not a legal or valid trust under Taxpayer Advocate Service (TAS) assistance. You can reach TAS by state law calling the TAS toll-free case intake line at 1-877-777-4778 or TTY/TDD 5. Sole proprietorship or disregarded The owner31-800-829-4059. entity owned by an individualProtect yourself from suspicious emails or phishing schemes.6. Grantor trust filing under Optional The grantor*Phishing is the creation and use of email and websites designed to Form 1099 Filing Method 1 (see Regulation section 1.671-4(b)(2)(i)(A)) mimic legitimate business emails and websites. The most common act is sending an email to a user falsely claiming to be an establishedFor this type of account: Give name and EIN of: legitimate enterprise in an attempt to scam the user into surrendering 7. Disregarded entity not owned by an The owner private information that will be used for identity theft. individual 8. A valid trust, estate, or pension trust Legal entity4The IRS does not initiate contacts with taxpayers via emails. Also, the IRS does not request personal detailed information through email or ask 9. Corporation or LLC electing The corporation taxpayers for the PIN numbers, passwords, or similar secret access corporate status on Form 8832 or Form 2553 information for their credit card, bank, or other financial accounts. 10. Association, club, religious, The organization If you receive an unsolicited email claiming to be from the IRS, charitable, educational, or other forward this message to phishing@irs.gov. You may also report misuse tax-exempt organization of the IRS name, logo, or other IRS property to the Treasury Inspector 11. Partnership or multi-member LLC The partnership General for Tax Administration at 1-800-366-4484. You can forward 12. A broker or registered nominee The broker or nominee suspicious emails to the Federal Trade Commission at: spam@uce.gov or contact them at www.ftc.gov/idtheft or 1-877-IDTHEFT 13. Account with the Department of The public entity Agriculture in the name of a public (1-877-438-4338). entity (such as a state or local Visit IRS.gov to learn more about identity theft and how to reduce government, school district, or your risk. prison) that receives agricultural program payments 14. Grantor trust filing under the Form The trust 1041 Filing Method or the Optional Form 1099 Filing Method 2 (see Regulation section 1.671-4(b)(2)(i)(B))1 List first and circle the name of the person whose number you furnish. If only one person on a joint account has an SSN, that person’s number must be furnished.2 Circle the minor’s name and furnish the minor’s SSN.3 You must show your individual name and you may also enter your business or “DBA” name on the “Business name/disregarded entity” name line. You may use either your SSN or EIN (if you have one), but the IRS encourages you to use your SSN.4 List first and circle the name of the trust, estate, or pension trust. (Do not furnish the TIN of the personal representative or trustee unless the legal entity itself is not designated in the account title.) Also see Special rules for partnerships on page 1.*Note. Grantor also must provide a Form W-9 to trustee of trust.Privacy Act NoticeSection 6109 of the Internal Revenue Code requires you to provide your correct TIN to persons (including federal agencies) who are required to file information returns with the IRS to report interest, dividends, or certain other income paid to you; mortgage interest you paid; the acquisition or abandonment of secured property; the cancellation of debt; or contributions you made to an IRA, Archer MSA, or HSA. The person collecting this form uses the information on the form to file information returns with the IRS, reporting the above information. Routine uses of this information include giving it to the Department of Justice for civil and criminal litigation and to cities, states, the District of Columbia, and U.S. possessions for use in administering their laws. The information also may be disclosed to other countries under a treaty, to federal and state agencies to enforce civil and criminal laws, or to federal law enforcement and intelligence agencies to combat terrorism. You must provide your TIN whether or not you are required to file a tax return. Under section 3406, payers must generally withhold a percentage of taxable interest, dividend, and certain other payments to a payee who does not give a TIN to the payer. Certain penalties may also apply for providing false or fraudulent information.
INSTRUCTIONS to LETTER OF TRANSMITTALForming Part of Terms and Conditions of this Letter of Transmittal1. Guarantee of Signatures. Signatures on this Letter of Transmittal must be guaranteed in Box III in accordance with Rule 17Ad-15(promulgated under the Securities Exchange Act of 1934, as amended) by an eligible guarantor institution which is a participant in a stock transfer association recognized program, such as a firm that is a member of a registered national securities exchange, a member of the Financial Industry Regulatory Authority, by a commercial bank or trust company having an office or correspondent in the United States or by an international bank, securities dealer, securities broker or other financial institution licensed to do business in its home country (an “Eligible Institution”) unless (i) the Letter of Transmittal is signed by the registered holder(s) of the Shares tendered therewith and such holder(s) have not completed Box I “Special Registration and Payment Instructions” above or (ii) the Shares described above are delivered for the account of an Eligible Institution. IN ALL OTHER CASES ALL SIGNATURES MUST BE GUARANTEED BY AN ELIGIBLE INSTITUTION.2. Delivery of Letter of Transmittal. This Letter of Transmittal, properly completed and duly executed, should be sent by mail or courier or delivered by hand to the Company in each case at the address set forth on the front page of this Letter of Transmittal, in order to make an effective tender. A properly completed and duly executed Letter of Transmittal must be received by the Company at the address set forth on the front page of this Letter of Transmittal by 12:00 Midnight, Eastern Time, on October 8, 2012, unless the Offer is extended. The Purchase Price will be paid and issued in exchange for the Shares tendered and accepted for purchase by the Company pursuant to the Offer to Purchase in all cases only after receipt by the Company of a properly completed and duly executed Letter of Transmittal. The method of delivery of all documents is at the option and risk of the undersigned and the delivery will be deemed made only when actually received. If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended.3. Signatures on this Letter of Transmittal, Powers of Attorney and Endorsements. (a) If this Letter of Transmittal is signed by the registered holder(s) of the Shares to be tendered, the signature(s) of the holder on this Letter of Transmittal must correspond exactly with the name(s) on the subscription agreement accepted by the Company in connection with the purchase of the Shares, unless such Shares have been transferred by the registered holder(s), in which event this Letter of Transmittal should be signed in exactly the same form as the name of the last transferee indicated on the stock ledger maintained in book-entry form by DST Systems, Inc., the Company’s transfer agent. (b) If any Shares tendered with this Letter of Transmittal are owned of record by two or more joint owners, all such owners must sign this Letter of Transmittal. (c) If this Letter of Transmittal 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 must so indicate when signing, and proper evidence satisfactory to the Company of their authority to so act must be submitted. (d) If this Letter of Transmittal is signed by a person other than the registered holder(s) of the Shares listed, the Letter of Transmittal must be endorsed or accompanied by appropriate stock powers, in either case signed exactly as the name(s) of the registered holder(s) appear(s) on the subscription agreement accepted by the Company in connection with the purchase of the Shares.Signatures must be guaranteed in Box III by an Eligible Institution (unless signed by an Eligible Institution).4. Withholding. The Company is entitled to deduct and withhold from the Purchase Price otherwise payable to any holder of Shares whose Shares are accepted for purchase by the Company any amounts that the Company is required to deduct and withhold with respect to the making of such payment under the Internal Revenue Code of 1986, as amended (the “Code”), or any provision of state, local or foreign tax law. To the extent that amounts are withheld, the withheld amounts shall be treated for all purposes as having been paid and issued to the holder of Shares in respect of which such deduction and withholding was made.5. Transfer Taxes. The Company will pay any transfer taxes payable on the transfer to it of Shares purchased pursuant to the Offer; provided, however, that if payment of the Purchase Price is to be made to, or (in the circumstances permitted by the Offer) unpur-chased Shares are to be registered in the name(s) of, any person(s) other than the registered owner(s), the amount of any transfer taxes (whether imposed on the registered owner(s) or such other person(s)) payable on account of the transfer to such person(s) will be deducted from the Purchase Price unless satisfactory evidence of the payment of such taxes, or exemption therefrom, is submitted herewith.
6. Special Registration and Payment Instructions and Special Delivery Instructions. If the Purchase Price is to be paid and issued to a person other than the person(s) signing the Letter of Transmittal, then Box I must be completed. If the Purchase Price is to be mailed or wired to someone other than the person(s) signing the Letter of Transmittal, or to the person(s) signing the Letter of Transmittal at an address other than that shown above, then Box I must be completed.7. Determinations of Validity. All questions as to the form of documents and the validity of Shares will be resolved by the Company in its sole discretion, whose determination shall be final and binding. The Company reserves the absolute right to reject any deliveries of any Shares that are not in proper form, or the acceptance of which would, in the opinion of the Company or its counsel, be unlawful. The Company reserves the absolute right to waive any defect or irregularity of delivery for exchange with regard to any Shares, provided that any such waiver shall apply to all tenders of Shares. NEITHER THE COMPANY, ITS BOARD OF DIRECTORS, BDCA ADVISER, LLC, NOR ANY OTHER PERSON IS OR WILL BE OBLIGATED TO GIVE ANY NOTICE OF ANY DEFECT OR IRREGULARITY IN ANY TENDER, AND NONE OF THEM WILL INCUR ANYLIABILITY FOR FAILURE TO GIVE ANY SUCH NOTICE.8. Requests for Assistance or Additional Copies. Requests for assistance or for additional copies of this Letter of Transmittal may be directed to the Company at the address or the telephone number set forth on the cover page of this Letter of Transmittal. Stockholders who do not own Shares directly may also obtain such information and copies from their broker, dealer, commercial bank, trust company or other nominee. Stockholders who do not own Shares directly are required to tender their Shares through their broker, dealer, commercial bank, trust company or other nominee and should NOT submit this Letter of Transmittal to the Company9. Backup Withholding. Each holder that desires to tender Shares must, unless an exemption applies, provide the Company with the holder’s taxpayer identification number on the Substitute Form W-9 set forth in this Letter of Transmittal, with the required certifications being made under penalties of perjury. If the holder is an individual, the taxpayer identification number is his or her social security number. If the Company is not provided with the correct taxpayer identification number, the holder may be subject to a $50 penalty imposed by the Internal Revenue Service in addition to being subject to backup withholding. Holders are required to give the Company the taxpayer identification number of the record owner of the Shares by completing the Substitute Form W-9 included with this Letter of Transmittal. If the Shares are registered in more than one name or are not in the name of the actual owner, consult the “Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9,” which immediately follow the Substitute Form W-9. If backup withholding applies, the Company is required to withhold 28% of any payment made to the Stockholder with respect to Shares tendered. Backup withholding is not an additional tax. Rather, the U.S. federal income tax liability of persons 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 by the holder from the Internal Revenue Service. Certain holders (including, among others, most corporations and certain foreign persons) are exempt from backup withholding requirements. To qualify as an exempt recipient on the basis of foreign status, a holder must generally submit a properly completed Form W-8BEN, Form W-8IMY or Form W-8ECI, signed under penalties of perjury, attesting to that person’s exempt status. A holder would use a Form W-8BEN to certify that it is neither a citizen nor a resident of the United States and would use a Form W-8ECI to certify that (1) it is neither a citizen nor resident of the United States, and (2) the proceeds of the sale of the Shares are effectively connected with a U.S. trade or business. A foreign person, or a foreign branch of a U.S. person, would use a Form W-8IMY to establish that it is a qualified intermediary that is not acting for its own account. A foreign holder (a “Non-U.S. holder”) may also use a Form W-8BEN to certify that it is eligible for benefits under a tax treaty between the United States and such foreign person’s country of residence. To claim treaty benefits, a Non-U.S. holder will generally be required to provide a taxpayer identification number issued by the Internal Revenue Service. A HOLDER SHOULD CONSULT HIS OR HER TAX ADVISOR AS TO HIS OR HER QUALIFICATION FOR EXEMPTION FROM THE BACKUP WITHHOLDING REQUIREMENTS OR FOR TREATY BENEFITS AND THE PROCEDURE FOR OBTAINING ANEXEMPTION OR TREATY BENEFIT, INCLUDING THE APPROPRIATE FORM TO PROVIDE TO CLAIM SUCH EXEMPTION OR TREATY BENEFIT.* * *IMPORTANT: THIS LETTER OF TRANSMITTAL PROPERLY COMPLETED AND BEARING ORIGINAL SIGNATURE(S) AND THE ORIGINAL OF ANY REQUIRED SIGNATURE GUARANTEE(S) MUST BE RECEIVED BY THE COMPANY PRIOR TO THE EXPIRATION OF THE OFFER.