LETTER OF TRANSMITTAL
TO TENDER SHARES OF COMMON STOCK
(INCLUDING THE ASSOCIATED COMMON STOCK PURCHASE RIGHTS)
OF
NEUBERGER BERMAN REAL ESTATE INCOME FUND INC.
AT
$20.00 NET PER SHARE
PURSUANT TO THE OFFER TO PURCHASE
DATED OCTOBER 1, 2004
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT,
NEW YORK CITY TIME, ON FRIDAY, OCTOBER 29, 2004, UNLESS THE OFFER IS EXTENDED.
THE DEPOSITARY FOR THE OFFER IS:
THE BANK OF NEW YORK
<Table>
BY MAIL: BY HAND/OVERNIGHT COURIER:
The Bank of New York The Bank of New York
Tender & Exchange Department Tender & Exchange Department
P.O. Box 11248 101 Barclay Street
Church Street Station Receive & Deliver Window--Street Level
New York, NY 10286-1248 New York, NY 10286
FOR NOTICE OF GUARANTEED DELIVERY
(FOR ELIGIBLE INSTITUTIONS ONLY)
BY FACSIMILE:
(212) 815-6433
TO CONFIRM FACSIMILE TRANSMISSION ONLY:
(212) 815-6212
</Table>
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 Common Shares (as defined below)
are to be forwarded herewith or, unless an Agent's Message (as defined in the
Offer to Purchase) is utilized, if delivery of Common Shares 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.
<Page>
<Table>
<Caption>
- ---------------------------------------------------------------------------------------------------------------------------------
DESCRIPTION OF SHARES TENDERED*
- ---------------------------------------------------------------------------------------------------------------------------------
NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S)
(PLEASE FILL IN, IF BLANK, EXACTLY AS NAME(S) APPEAR(S) ON YOUR DIRECT COMMON SHARES TENDERED
REGISTRATION ACCOUNT(S)) (ATTACH ADDITIONAL LIST IF NECESSARY)
- ---------------------------------------------------------------------------------------------------------------------------------
NUMBER OF
DIRECT TOTAL NUMBER OF COMMON SHARES
REGISTRATION COMMON SHARES HELD IN THE DIRECT
TRANSACTION HELD IN THE DIRECT REGISTRATION
ADVICE NUMBER REGISTRATION SYSTEM THAT ARE
(IF AVAILABLE) SYSTEM* TENDERED**
- ---------------------------------------------------------------------------------------------------------------------------------
--------------------------------------------
--------------------------------------------
--------------------------------------------
--------------------------------------------
TOTAL COMMON
SHARES
- ---------------------------------------------------------------------------------------------------------------------------------
* Need not be completed by stockholders tendering by book-entry transfer.
** Unless otherwise indicated, it will be assumed that all Common Shares held in Direct Registration System are being
tendered. See Instruction 3.
- ---------------------------------------------------------------------------------------------------------------------------------
</Table>
If you wish to tender all or any part of your shares of common stock, par
value $0.0001 per share, of Neuberger Berman Real Estate Income Fund Inc. (the
"Common Shares"), you should either:
- complete and sign this Letter of Transmittal (or a facsimile hereof) in
accordance with the instructions hereto and either mail or deliver it with
any required signature guarantee and any other required documents to The
Bank of New York (the "Depositary") or tender your Common 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 Common 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 Common
Shares.
If you desire to tender Common Shares and such Common Shares cannot be
delivered to the Depositary or you cannot comply with the procedure for
book-entry transfer or your other required documents cannot be delivered to the
Depositary, in any case, by the expiration of the Offer, you must tender such
Common Shares pursuant to the guaranteed delivery procedure set forth in
Section 4 of the Offer to Purchase. See Instructions 1 and 2.
Questions and requests for assistance or for additional copies of this
Letter of Transmittal, the Offer to Purchase or the Notice of Guaranteed
Delivery may be directed to Georgeson at its respective address and telephone
numbers set forth on the last page of this Letter of Transmittal.
2
<Page>
METHOD OF TENDER
NOTE: SIGNATURES MUST BE PROVIDED BELOW.
PLEASE READ ACCOMPANYING INSTRUCTIONS CAREFULLY.
/ / CHECK HERE IF TENDERED COMMON 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
---------------------------------------------------
/ / CHECK HERE IF TENDERED COMMON SHARES ARE BEING DELIVERED PURSUANT TO A
NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE
THE FOLLOWING:
Name(s) of Tendering Stockholder(s)
---------------------------------------
Date of Execution of Notice of Guaranteed Delivery
------------------------
Name of Institution which Guaranteed Delivery
----------------------------
If delivery is by book-entry transfer:
Name of Tendering Institution
---------------------------------------------
Account Number
------------------------------------------------------------
Transaction Code Number
---------------------------------------------------
3
<Page>
Ladies and Gentlemen:
The undersigned hereby tenders to Neuberger Berman Real Estate Income
Fund Inc. (the "Fund"), a Maryland corporation, the above-described shares of
common stock, par value $0.0001 per share (the "Common Shares"), pursuant to the
Fund's offer to purchase up to 943,704 Common Shares at $20.00 per Common Share
net to the seller in cash without interest, upon the terms and subject to the
conditions set forth in the Offer to Purchase dated October 1, 2004, receipt of
which is hereby acknowledged, and in this Letter of Transmittal (which together
with the Offer to Purchase constitute the "Offer"). All Common Shares tendered
and purchased will include the tender and purchase of the associated Common
Share purchase rights issued pursuant to the Rights Agreement between the Fund
and The Bank of New York, as rights agent, dated September 23, 2004, and, unless
the context otherwise requires, all references in this document to "Common
Shares" include the associated Common Share purchase rights.
Upon the terms and subject to the conditions of the Offer and effective upon
acceptance for payment of and payment for the Common 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 Common Shares that are
being tendered hereby (and any and all other Common Shares or other securities
issued or issuable in respect thereof on or after the date hereof) and appoints
the Depositary the true and lawful agent and attorney-in-fact of the undersigned
with respect to such Common Shares (and all such other Common Shares or
securities), 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 Common Shares (and all such other Common Shares or securities)
on the Direct Registration System or on the account books maintained by the
Book-Entry Transfer Facility, as applicable, together, in any such case, with
all accompanying evidences of transfer and authenticity, to or upon the order of
the Fund, (ii) present such Common Shares (and all such other Common Shares or
securities) for transfer on our books and (iii) receive all benefits and
otherwise exercise all rights of beneficial ownership of such Common Shares (and
all such other Common Shares or securities), all in accordance with the terms of
the Offer.
The undersigned understands that if more than 943,704 Common Shares are
validly tendered and not withdrawn prior to the expiration date of the Offer,
the Fund will accept for payment and pay for only 943,704 Common Shares on a pro
rata basis (with appropriate adjustment to avoid purchase of fractional Common
Shares) based on the number of Common Shares properly tendered by each
stockholder prior to the expiration date of the Offer.
The undersigned hereby represents and warrants that the undersigned has full
power and authority to tender, sell, assign and transfer the Common Shares
tendered hereby (and any and all other Common Shares or other securities issued
or issuable in respect thereof on or after the date hereof) and that when the
same are accepted for payment by the Fund, the Fund will acquire good and
unencumbered title thereto, free and clear of all liens, restrictions, charges
and encumbrances and not subject to any adverse claims. 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 Common Shares tendered hereby (and all such other
Common Shares or securities).
All authority herein conferred or agreed to be conferred shall survive the
death or incapacity of the undersigned, and any obligation of the undersigned
hereunder shall be binding upon the heirs, personal representatives, successors
and assigns of the undersigned. Except as stated in the Offer, this tender is
irrevocable.
The undersigned understands that tenders of Common Shares pursuant to any
one of the procedures described in Section 4 of the Offer to Purchase and in the
instructions hereto will constitute an agreement between the undersigned and the
Fund upon the terms and subject to the conditions of the Offer.
Unless otherwise indicated under "Special Payment Instructions", please
issue the check for the purchase price of any Common Shares purchased, and
return any Common Shares not tendered or not purchased, in the name(s) of the
undersigned (or, in the case of Common Shares tendered by book-entry transfer,
by credit to the account at the Book-Entry Transfer Facility). Similarly, unless
otherwise indicated under "Special Delivery Instructions", please mail the check
for the purchase price of the Common Shares purchased and issue a Direct
Registration Transaction Advice for any Common 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 purchase price of any Common Shares purchased and return any
Common Shares not tendered or not purchased in the name(s) of, and mail said
check and any certificates for Common Shares to, the person(s) so indicated. The
undersigned recognizes that the Fund has no obligation, pursuant to the "Special
Payment Instructions", to transfer any Common Shares from the name of the
registered holder(s) thereof if the Fund does not accept for payment any of the
Common Shares so tendered.
4
<Page>
- ------------------------------------------------
SPECIAL PAYMENT INSTRUCTIONS
(SEE INSTRUCTIONS 6 AND 7)
To be completed ONLY if the check for the purchase price of Common
Shares purchased (less the amount of any federal income and backup
withholding tax required to be withheld) or the Direct Transaction
Registration Advice for Common Shares not tendered or not purchased is to be
issued in the name of someone other than the undersigned or to the
undersigned shown below the undersigned's signature(s).
Mail: / / check
/ / Direct Transaction Registration Advice to:
Name: ---------------------------------
(PLEASE PRINT)
Address:
---------------------------------
- --------------------------------------------
ZIP CODE
- --------------------------------------------
(TAXPAYER IDENTIFICATION OR NO.)
- ------------------------------------------------
- ------------------------------------------------
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 6 AND 7)
To be completed ONLY if the check for the purchase price of Common
Shares purchased (less the amount of any federal income and backup
withholding tax required to be withheld) or the Direct Transaction
Registration Advice for Common Shares not tendered or not purchased is to be
mailed to someone other than the undersigned or to the undersigned shown
below the undersigned's signature(s).
Mail: / / check
/ / Direct Transaction Registration Advice to:
Name: ---------------------------------
(PLEASE PRINT)
Address:
---------------------------------
- --------------------------------------------
ZIP CODE
- --------------------------------------------
(TAXPAYER IDENTIFICATION OR NO.)
- ------------------------------------------------
5
<Page>
- --------------------------------------------------------------------------------
SIGN HERE
(PLEASE COMPLETE SUBSTITUTE FORM W-9 BELOW)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(SIGNATURE(S) OF OWNERS)
Dated: -------------------
Name(s) ------------------------------------------------------------
- ---------------------------------------------------------------------
(PLEASE PRINT)
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
Direct Registration Account(s) or 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: -------------------
- --------------------------------------------------------------------------------
6
<Page>
<Table>
- --------------------------------------------------------------------------------------------------------------------
SUBSTITUTE PART I--TAXPAYER Social Security Number
FORM W-9 IDENTIFICATION NO.--FOR OR
DEPARTMENT OF THE TREASURY ALL ACCOUNTS. Employee Identification Number
INTERNAL REVENUE SERVICE
---------------------------------------
-----------------------------------------------------------------------
PAYER'S REQUEST FOR TAXPAYER Enter your taxpayer PART II
IDENTIFICATION NO. identification number in
the appropriate box. For FOR PAYEES EXEMPT FROM BACKUP PAYER'S
most individuals and sole REQUEST FOR WITHHOLDING (SEE ENCLOSED
proprietors, this is your GUIDELINES)
Social Security Number.
For other entities, it is
your Employer
Identification Number. If
you do not have a number,
see "How to Obtain a TIN"
in the enclosed
Guidelines. Note: If the
account is 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.
- --------------------------------------------------------------------------------------------------------------------
</Table>
Signature:
------------------------------------------------------------
Dated:
------------------------------------------------------------
- --------------------------------------------------------------------------------
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
OF 28% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW
ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON
SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
7
<Page>
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 (i) if this Letter of Transmittal is signed
by the registered holder(s) of the Common 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 Common Shares)
tendered herewith and such holder(s) have not completed the instruction entitled
"Special Payment Instructions" on this Letter of Transmittal or (ii) if such
Common Shares are tendered for the account of an Eligible Institution. See
Instruction 4.
2. DELIVERY OF LETTER OF TRANSMITTAL AND COMMON SHARES. This Letter of
Transmittal is to be used if either Common Shares are held in the Direct
Registration System or, unless an Agent's Message is utilized, delivery of
Common Shares is to be made by book-entry transfer pursuant to the procedures
set forth in Section 4 of the Offer to Purchase. Certificates for all physically
delivered Common Shares, or a confirmation of a book-entry transfer into the
Depositary's account at the Book-Entry Transfer Facility of all Common 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 one of its addresses set forth on the front page
of this Letter of Transmittal by the Expiration Date (as defined in the Offer to
Purchase). Stockholders who cannot deliver their Common Shares and all other
required documents to the Depositary by the Expiration Date must tender their
Common Shares pursuant to the guaranteed delivery procedure set forth in
Section 4 of the Offer to Purchase. Pursuant to such procedure: (i) such tender
must be made by or through an Eligible Institution, (ii) a properly completed
and duly executed Notice of Guaranteed Delivery substantially in the form
provided by the Fund must be received by the Depositary by the Expiration Date
and (iii) a properly completed and duly executed Letter of Transmittal (or
facsimile thereof) with any required signature guarantee or an Agent's Message
and any other documents required by the Letter of Transmittal and, for Common
Shares held in street name, confirmation of a book-entry transfer of such Common
Shares into the Depositary's account at the Book-Entry Transfer Facility, are
received by the Depositary within three NYSE trading days after the date of
execution of the Notice of Guaranteed Delivery, all as provided in Section 4 of
the Offer to Purchase.
THE METHOD OF DELIVERY OF COMMON SHARES AND ALL OTHER REQUIRED DOCUMENTS IS
AT THE OPTION AND RISK OF THE TENDERING STOCKHOLDER.
No alternative, conditional or contingent tenders will be accepted, and no
fractional Common Shares will be purchased. By executing this Letter of
Transmittal, the tendering stockholder waives any right to receive any notice of
the acceptance for payment of the Common Shares.
3. PARTIAL TENDERS (NOT APPLICABLE TO STOCKHOLDERS WHO TENDER BY BOOK-ENTRY
TRANSFER). If fewer than all the Common Shares represented or held on the books
of The Bank of New York through its Direct Registration System are to be
tendered, fill in the number of Common Shares which are to be tendered in the
box entitled "Number of Shares Tendered". In such case, a new Direct
Registration Transaction Advice for the remainder of the Common Shares not
tendered will be sent to the person(s) signing this Letter of Transmittal,
unless otherwise provided in the appropriate box on this Letter of Transmittal,
as promptly as practicable following the expiration or termination of the Offer.
All Common Shares delivered to the Depositary will be deemed to have been
tendered unless otherwise indicated.
4. SIGNATURES ON LETTER OF TRANSMITTAL; STOCK POWERS AND ENDORSEMENTS. If
this Letter of Transmittal is signed by the registered holder(s) of the Common
Shares tendered hereby, the signature(s) must correspond with the name(s) as
registered in the Direct Registration System without alteration or any change
whatsoever.
If any of the Common Shares tendered hereby are held of record by two or
more persons, all such persons must sign this Letter of Transmittal.
8
<Page>
If any of the Common Shares tendered hereby are registered in different
names on different Direct Registration Accounts, 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
Common Shares tendered hereby, no endorsements or separate stock powers are
required unless payment of the purchase price is to be made, or Common 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 stock 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 Common Shares tendered hereby, the Letter of
Transmittal must be accompanied by appropriate stock powers, signed exactly as
the name(s) of the registered holder(s) appear(s) on the Direct Registration
Accounts for such Common Shares. Signature(s) on any such stock powers must be
guaranteed by an Eligible Institution.
If this Letter of Transmittal or any stock 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. STOCK TRANSFER TAXES. The Fund will pay any stock transfer taxes with
respect to the sale and transfer of any Common Shares to it or its order
pursuant to the Offer. If, however, payment of the purchase price is to be made
to, or Common 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 Common Shares to the
Fund pursuant to the Offer, then the amount of any stock 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 Common Shares purchased is to be issued, or any Common
Shares not tendered or not purchased or not delivered to the Depositary are to
be returned, in the name of a person other than the person(s) signing this
Letter of Transmittal or if the check or any Direct Registration Transaction
Advice for Common Shares not tendered or not purchased are to be mailed to
someone other than the person(s) signing this Letter of Transmittal or to the
person(s) signing this Letter of Transmittal at an address other than that shown
above, the appropriate boxes on this Letter of Transmittal should be completed.
Stockholders tendering Common Shares by book-entry transfer may request that
Common Shares not purchased be credited to such account at the Book-Entry
Transfer Facility as such stockholder may designate under "Special Payment
Instructions". If no such instructions are given, any such Common 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
stockholders pursuant to the Offer. In order to avoid such backup withholding,
each tendering stockholder, and, if applicable, each other payee, must provide
the Depositary with such stockholder's or payee's correct taxpayer
identification number and certify that such stockholder or payee is not subject
to such backup withholding by completing the Substitute Form W-9 set forth
above. In general, if a 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
stockholder or payee may be subject to a $50 penalty imposed by the Internal
Revenue Service. Certain 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 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 Common 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
Common 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
9
<Page>
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 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 to Purchase, 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 Common Shares tendered.
Any questions and requests for assistance may be directed to the Information
Agent at its telephone numbers and location listed below. Additional copies of
the Offer to Purchase, the Letter of Transmittal and the Notice of Guaranteed
Delivery may be obtained from the Information Agent at its address and telephone
numbers set forth below. Holders of Common Shares may also contact their broker,
dealer, commercial bank or trust company or other nominee for assistance
concerning the Offer.
THE INFORMATION AGENT FOR THE OFFER IS:
If you have any questions or need assistance in this matter,
please
contact our Information Agent:
logo
Georgeson Shareholder Communications Inc.
17 State Street, 10th Floor
New York, NY 10004
Banks and Brokerage Firms please call: (212) 440-9800
All Others Call Toll-Free: 877-255-0133
10
<Page>
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER FOR THE PAYEE (YOU)
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. All "Section" references are to the
Internal Revenue Code of 1986, as amended. "IRS" is the Internal Revenue
Service.
<Table>
<Caption>
- -------------------------------------------------------- ---------------------------------------------------
EMPLOYER
GIVE THE SOCIAL IDENTIFICATION
FOR THIS TYPE OF ACCOUNT: SECURITY NUMBER OF-- FOR THIS TYPE OF ACCOUNT: NUMBER OF--
- -------------------------------------------------------- ---------------------------------------------------
1. The individual The individual 6. A valid trust, estate, The legal entity(4)
or pension trust
2. Two or more individuals The actual owner of 7. Corporate The corporation
(joint or, account) the account if
combined funds, the
first individual on
the account(1)
3. Custodian account of a The Minor(2) 8. Association, club, The organization
minor (Uniform Gift to religious, The
Minors Act) organization
charitable,
educational, or other
tax-exempt
organization account
4. a The usual revocable The grantor-trustee(1) 9. Partnership The partnership
savings trust account
(grantor is also
trustee)
b So-called trust The actual owner(1) 10. A broker or registered The broker or nominee
account that is not a nominee
legal or valid trust
under State law
5. Sole proprietorship The owner(3) 11. Account with the The public entity
Department of
Agriculture in the
name of a public
entity (such as a
State or local
government, school
district, or prison)
that receives
agricultural program
payments
- -------------------------------------------------------- ---------------------------------------------------
</Table>
(1) List first and circle the name of the person whose number you furnish. If
only one person on a joint account has a social security number, that
person's number must be furnished.
(2) Circle the minor's name and furnish the minor's social security number.
(3) You must show your individual name, but you may also enter your business or
"doing business as" name. You may use either your social security number or
your employer identification number (if you have one).
(4) List first and circle the name of the legal trust, estate, or pension trust.
(Do not furnish the taxpayer identification number of the personal
representative or trustee unless the legal entity itself is not designated in
the account title.)
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.
<Page>
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
PAGE 2
OBTAINING A NUMBER
If you do not have a taxpayer identification number, obtain Form SS-5,
Application for a Social Security Card, at the local Social Security
Administration office, or Form SS-4, Application for Employer Identification
Number, by calling 1 (800) TAX-FORM, and apply for a number.
PAYEES EXEMPT FROM BACKUP WITHHOLDING
Payees specifically exempted from withholding include:
- An organization exempt from tax under section 501(a), an individual
retirement account (IRA), or a custodial account under Section 403(b)(2),
if the account satisfies the requirements of Section 401(f)(7).
- The United States or a state thereof, the District of Columbia, a
possession of the United States, or a political subdivision or wholly-
owned agency or instrumentality of any one or more of the foregoing.
- An international organization or any agency or instrumentality thereof.
- A foreign government and any political subdivision, agency or
instrumentality thereof.
Payees that may be exempt from backup withholding include:
- A corporation.
- A financial institution.
- A dealer in securities or commodities required to register in the United
States, the District of Columbia, 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 entity registered at all times during the tax year under the investment
Company Act of 1940.
- A middleman known in the investment community as a nominee or custodian.
- A futures commission merchant registered with the Commodity Futures
Trading Commission.
- A foreign central bank of issue.
Payments of dividends and patronage dividends generally exempt from backup
withholding include:
- Payments to nonresident aliens subject to withholding under Section 1441.
- Payments to partnerships not engaged in a trade or business in the United
States and that have at least one nonresident alien partner.
- Payments of patronage dividends not paid in money.
- Payments made by certain foreign organizations.
- Section 404(k) payments made by an ESOP.
Payments of interest generally exempt from backup withholding include:
- Payments of interest on obligations issued by individuals. Note: You may
be subject to backup withholding if this interest is $600 or more and you
have not provided your correct taxpayer identification number to the
payer.
- Payments of tax-exempt interest (including exempt-interest dividends under
section 852).
- Payments described in section 6049(b)(5) to nonresident aliens.
- Payments on tax-free covenant bonds under section 1451.
- Payments made by certain foreign organizations.
- Mortgage interest paid to you.
Certain payments, other than payments of interest, dividends, and patronage
dividends, that are exempt from information reporting are also exempt from
backup withholding. For details, see sections 6041, 6041A, 6042, 6044, 6045,
6049, 6050A and 6050N.
EXEMPT PAYEES DESCRIBED ABOVE MUST FILE FORM W-9 OR 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 FORM, AND
RETURN TO THE PAYER. ALSO SIGN AND DATE THE FORM.
PRIVACY ACT NOTICE.--Section 6109 requires you to provide your correct
taxpayer identification number to payers, who must report the payments to the
IRS. The IRS uses the number for identification purposes and may also provide
this information to various government agencies for tax enforcement or
litigation purposes. Payers must be given the numbers whether or not recipients
are required to file tax returns. Payers must generally withhold 28% of taxable
interest, dividend, and certain other payments to a payee who does not furnish a
taxpayer identification number to a payer. Certain penalties may also apply.
PENALTIES
(1) FAILURE TO FURNISH TAXPAYER IDENTIFICATION NUMBER.--If you fail to furnish
your taxpayer identification number to a payer, you are subject to a penalty
of $50 for each such failure unless your failure is due to reasonable cause
and not to willful neglect.
(2) CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING.--If you
make a false statement with no reasonable basis that results in no backup
withholding, you are subject to a $500 penalty.
(3) CRIMINAL PENALTY FOR FALSIFYING INFORMATION.--Willfully falsifying
certifications or affirmations may subject you to criminal penalties
including fines and/or imprisonment.
FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE
SERVICE.