LETTER OF ACCEPTANCE
To Tender Limited Partnership Interests
of
DECADE'S MONTHLY INCOME & APPRECIATION FUND
Pursuant to the Offer to Purchase
Dated November 21, 1995
THIS OFFER, THE PRORATION PERIOD, AND WITHDRAWAL RIGHTS EXPIRE AT
12:00 MIDNIGHT, MILWAUKEE TIME, ON DECEMBER 21, 1995, UNLESS
EXTENDED.
To: Decade's Monthly Income & Appreciation Fund
250 Patrick Boulevard
Suite 140
Brookfield, Wisconsin 53045-5864
(This Letter of Acceptance may be delivered to Decade's Monthly
Income & Appreciation Fund--A Limited Partnership, by mail or by
hand delivery at the above address, or by facsimile transmission
to it at (414) 792-0808. The Letter of Acceptance will be deemed
to be received at the time of actual receipt at the offices of
Decade's Monthly Income & Appreciation Fund--A Limited
Partnership.)
Ladies and Gentlemen:
The undersigned
is the Limited Partner of record and the owner of limited
partnership interest (the "Interests") of Decade's Monthly Income
& Appreciation Fund -- a Limited Partnership (the "Partnership").
The undersigned hereby tenders to the Partnership (as set forth
on page 3 of this Letter of Acceptance) in accordance with the
terms and conditions of the Partnership's Offer to Purchase,
dated November 21, 1995, (including the annexes thereto and this
letter of acceptance) (collectively the "Offer"), receipt of
which is hereby acknowledged.
Subject to, and effective upon, acceptance for payment of the
Interests tendered herewith, the undersigned hereby sells,
assigns and transfers to the Partnership all right, title and
interest in and to all of the Interests that are tendered hereby,
and the Partnership may redeem and cancel said Interests. After
acceptance for payment of the Interests by the Partnership, the
undersigned will have no right, title or interest in or with
respect to the Interests tendered, other than the right to
receive in cash the purchase price provided in the Offer of $800
per Interest, with such amount to be prorated in respect of
fractional Limited Partnership Interests ("Fractional
Interests"). The undersigned understands and acknowledges that
the Partnership may prorate the amount of Interests accepted for
purchase, as set forth in the Offer to Purchase, dated November
21, 1995.
The undersigned hereby represents and warrants that the
undersigned has full power and authority to tender, sell, assign
and transfer the tendered Interests and that, when the same are
accepted for payment, the Partnership will acquire good,
marketable and unencumbered title thereto, free and clear of all
liens, restrictions, charges and encumbrances and the same will
not be subject to any adverse claim. The undersigned understands
that the Partnership will cancel said Interests. The undersigned
will, upon request, execute any additional documents deemed by
the Partnership to be necessary or desirable to complete the
sale, assignment and transfer of the tendered Interests.
All authority conferred or agreed to be conferred in this Letter
of Acceptance shall not be affected by, and shall survive, the
death or incapacity of the undersigned, and any obligation of the
undersigned hereunder shall be binding upon the successors,
assigns, heirs, executors, administrators and legal
representatives of the undersigned. Except as stated in the
Offer, this tender is irrevocable.
Unless otherwise indicated herein under "Special Payment
Instructions," please issue the check for the purchase price in
the name(s) of the registered holder(s) and at the address stated
above. In the event that Special Payment Instructions are
completed, please issue the check for the purchase price in the
name of, and deliver said check to the person or persons at the
address so indicated.
If you are going to tender your Interests, please sign exactly as
your name(s) appear on page 1, above. See Instruction 4 before
signing. If you own any Fractional Interests and decide to
tender any Interests, such amount must be tendered so that the
Limited Partner is left owning no Fractional Interests and at
least three (3) Interests.
Owned Tendered
Decade's Monthly Income &
Appreciation Fund Interests _________ ____________
The payment date or dates will be determined at the sole
discretion of the General Partner, but is expected to be 30 days
after the Expiration Date of the Offer.
___________________________ _______ __________________________
(Limited Partner) (Date) Social Security # or
Employer Identification #
___________________________ _______ __________________________
(Limited Partner) (Date) Social Security # or
Employer Identification #
SPECIAL PAYMENT INSTRUCTIONS
(See Instructions 1 and 5)
To be completed only if payment
for Interests accepted for
purchase by the Partnership is to
be made to a person other than the
Limited Partner(s) and at the
address set forth at the beginning
of this Letter.
Name and/or address of payee other
than registered owner at
registered address:
__________________________________________________________
Name (please print)
__________________________________________________________
Address
__________________________________________________________
(Include Zip Code)
__________________________________________________________
(Tax ID or SS Number)
Signature guarantee, if required.
See Instruction 1.
____________________________________
(Name of Institution)
____________________________________
(Signature of Officer and Title)
____________________________________
(Date)
INSTRUCTIONS
The Following Instructions Are Part of the Terms
and Conditions of the Offer
1. Guarantee of Signature. No signature guarantee on this
Letter of Acceptance is required unless payment is
requested to be made to a person or persons or at an
address different from that shown on the Letter of
Acceptance. If payment is requested to be made to any
other person or at any other address, all signatures on
this Letter of Acceptance must be guaranteed by a federal
or state chartered bank or savings and loan institution or
by a broker-dealer that is a member of the New York Stock
Exchange, Inc.
2. Delivery of Letter of Acceptance. This Letter of
Acceptance must be delivered to the Partnership at the
address and by any of the means specified in the Letter of
Acceptance, and must be received by the Partnership prior
to the Expiration Date as defined in the Offer. The method
of delivery to the Partnership is at the election and risk
of the Limited Partner. However, if delivery is by mail,
the Partnership recommends registered mail with return
receipt requested.
3. Form of Tender. No alternative, conditional or contingent
tenders will be accepted. If a Limited Partner tenders
less than all of his Interests, only whole Interests may be
retained by such Limited Partner and a minimum of three (3)
Interests must be retained. Fractional Interests will be
purchased only to the extent that the tendering Limited
Partner tenders either all of his Interests or after such
redemption he or she owns a minimum of three (3) Interests
and no other Fractional Interests. All tendering Limited
Partners, by execution of this Letter of Acceptance (or a
facsimile thereof), waive any right to receive any notice
of the acceptance of their Interests as a condition thereto
and understand the Partnership may prorate its purchases.
4. Signatures on Letter of Acceptance. If this Letter of
Acceptance is signed by the registered holder of the
Interests tendered hereby, the signature must correspond
with the name as shown at the beginning of the Letter of
Acceptance. If any of the Interests tendered hereby are
owned of record by two or more joint owners, all such
owners must sign this Letter of Acceptance. At the General
Partner's sole discretion, the Partnership may accept the
signature of one joint owner, provided that by executing
this document such Limited Partner hereby agrees to
indemnify the Partnership from claims made by the other
joint owners concerning the Interests.
If any tendered Interests are registered in different names,
it will be necessary to complete, sign and submit as many
separate Letters of Acceptance as there are different
registrations. For example, two Letters of Acceptance would
be required for Interests owned individually by Mr. X, and
by Mr. and Mrs. X as joint tenants.
If this Letter of Acceptance is signed by trustees, executors,
administrators, guardians, attorneys-in-fact, officers of
corporations or others acting in a fiduciary or representa-
tive capacity, such persons should so indicate when signing,
and proper evidence satisfactory to the Partnership of their
authority so to act must be submitted.
5. Special Payment Instructions. If a check is to be issued
in the name of or at an address different than that shown
at the beginning of the Letter of Acceptance, such
instructions must be noted on the Letter of Acceptance and
the signature of the tendering Limited Partner(s) must be
guaranteed as provided in Instruction 1, above.
6. Waiver of Conditions. The Partnership reserves the
absolute right to waive any of the specified conditions of
the Offer in the case of Interests tendered.
7. Form W-9 Obligation. To prevent back-up federal income tax
withholding equal to 31% of the payments made pursuant to
the Offer, each Limited Partner, who is not exempt (e.g. a
corporation), must provide a correct taxpayer
identification number. A substitute Form W-9 is attached
and should be completed by those Limited Partners who have
not forwarded a taxpayer identification number. If a
Limited Partner has already forwarded a Form W-9 (or
substitute), you do not need to send another Form W-9 to
the Partnership.
8. Requests for Assistance. Questions and requests for
assistance should be directed to the Partnership Manager,
Mr. Michael Sweet, 250 Patrick Boulevard, Suite 140,
Brookfield, Wisconsin 53045-5864 (phone: 414-792-9200)
(facsimile 414-792-0808).
Substitute Form W-9
REQUEST FOR TAXPAYER
IDENTIFICATION NUMBER AND CERTIFICATION
Name (If joint names, list first and circle the name of the
person or entity whose number you enter in Part I below):
________________________________________________________
Business name
________________________________________________________
Please check appropriate box:
_____ Individual/Sole Proprietor _____ Corporation
_____ Partnership _____ Other ______________
Address (number, street, and apt. or suite no.)
________________________________________________________
City, State, and Zip Code
________________________________________________________
Requester's Name and Address:
Decade's Monthly Income & Appreciation Fund
250 Patrick Blvd., Suite 140
Brookfield, WI 53045-5864
PART I - Taxpayer IDENTIFICATION NUMBER (TIN)
Enter your TIN in the appropriate box. For individuals, this is
your social security number (SSN):______-______-________. OR
For other entities, it is your employer identification number
(EIN):______-______-________.
PART II - For Payees Exempt From Backup Withholding
Individuals (including sole proprietors) are not exempt from
backup withholding. Corporations are exempt from backup
withholding for certain payments, such as interest and dividends.
For a complete list of exempt payees, see the separate IRS
Instructions for the Requester of Form W-9.
If you are exempt from backup withholding, you should still
complete this form to avoid possible erroneous backup
withholding. Enter your correct TIN in Part I, write "Exempt" in
Part II, and sign and date this form. If you are a nonresident
alien or a foreign entity not subject to backup withholding, give
the requester a completed Form W-8, Certificate of Foreign
Status.
PART III - 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
2. 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 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.
CERTIFICATION INSTRUCTIONS - You must cross out item 2 above if
you have been notified by the IRS that you are currently subject
to backup withholding because of under reporting interest or
dividends on your tax return. For real estate transactions, item
2 does not apply. For mortgage interest paid, the acquisition or
abandonment of secured property, cancellation of debt,
contributions to an individual retirement arrangement (IRA), and
generally payments other than interest and dividends, you are not
required to sign the Certification, but you must provide your
correct TIN.
Sign Here
Signature:_________________________________ Date:______________