LETTER OF TRANSMITTAL
To Accompany Shares of Common Stock or Repurchase Request of Uncertificated
Shares
of
The Mexico Fund, Inc.
Presented for Redemption Pursuant to the Repurchase Offer
Dated May 8, 2002
THE REPURCHASE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE ON JUNE 7, 2002, AT 5:00
P.M., NEW YORK CITY TIME, UNLESS THE REPURCHASE OFFER IS EXTENDED
(THE "EXPIRATION DATE")
AMERICAN STOCK TRANSFER & TRUST CO., DEPOSITARY:
PHONE 800-937-5449
INFORMATION REGARDING PARTICIPATION BY MAIL, COURIER, OR BY HAND
American Stock Transfer & Trust Company
59 Maiden Lane, Plaza Level
New York, New York 10038
[_] If any of your certificates have been mutilated, lost, stolen or
destroyed, check here and return this Letter of Transmittal to the
Depositary, American Stock Transfer & Trust Co., or call them at
800-937-5449. They will advise you of the requirements for receiving
payment.
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DESCRIPTION OF SHARES PRESENTED FOR REPURCHASE
(See Instructions 4 and 5)
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Name(s) and Address(es) of
Registered Holder(s)
Please fill in exactly as Certificate(s) Presented for Redemption
name(s) appear(s) on (Please include Shares held in dividend reinvestment plan)
Certificate (Attach additional signed list, if necessary)
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Total Number Dividend
of Shares Reinvestment
Shares Certificate Represented Shares
Number(s) * By Certificates** Represented
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Total Shares Presented for Redemption
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* Need not be completed by Book-Entry Shareholders.
** Unless otherwise indicated, it will be assumed that all Shares evidenced by
any certificates delivered to the Depositary are being submitted for
redemption--See Instruction 2.
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN THAT LISTED
ABOVE IS NOT A VALID DELIVERY TO THE DEPOSITARY. YOU MUST ALSO SIGN THE LETTER
OF TRANSMITTAL IN THE APPROPRIATE SPACE PROVIDED BELOW AND COMPLETE THE
SUBSTITUTE FORM W-9 OR W-8, AS APPLICABLE, SET FORTH BELOW. THE INSTRUCTIONS
ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE THIS
LETTER OF TRANSMITTAL IS COMPLETED. THE METHOD OF DELIVERY OF THIS LETTER OF
TRANSMITTAL, THE CERTIFICATES FOR SHARES AND ALL OTHER REQUIRED DOCUMENTS, IS
AT THE OPTION AND RISK OF THE PARTICIPATING SHAREHOLDER, AND THE DELIVERY WILL
BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY. IF DELIVERY IS BY
MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS
RECOMMENDED. THE PARTICIPATING SHAREHOLDER HAS THE RESPONSIBILITY TO CAUSE THE
LETTER OF TRANSMITTAL, CERTIFICATES AND OTHER DOCUMENTS TO BE TIMELY DELIVERED.
This Letter of Transmittal is to be used (a) if you desire to present your
Shares for participation in the Repurchase Offer yourself, (b) if
uncertificated Shares held by the Fund's transfer agent pursuant to the Fund's
dividend reinvestment plan are to be submitted, or (c) if requests for
repurchase are to be made by book-entry transfer to any of the accounts
maintained by the Depositary at the Depositary Trust Company ("DTC"). To
participate in the Repurchase Offer, a properly completed and executed Letter
of Transmittal (or photocopy bearing original signature(s) and any required
signature guarantees), any certificates representing Shares presented for
repurchase, and any other documents required by this Letter of Transmittal
should be mailed or delivered to the Depositary at the appropriate address set
forth above and must be received by the Depositary prior to 5:00 p.m. New York
City time, on the Expiration Date, unless the party presenting Shares for
repurchase has satisfied the conditions for guaranteed delivery described in
Section 3 of the Repurchase Offer Statement dated May 8, 2002. Shareholders are
not required to pay a service charge to the Fund or the Depositary in
connection with presenting Shares for repurchase, but may be charged a fee by a
broker, dealer or other institution for processing their request to redeem
their Shares and/or establishing an account with a Mexican bank or broker in
order to receive the proceeds of the Repurchase Offer. Delivery of documents to
a book-entry transfer facility does not constitute delivery to the Depositary.
Shareholders whose certificates are not immediately available or who cannot
deliver certificates for Shares (other than uncertificated Shares held by the
Fund's transfer agent pursuant to the Fund's dividend reinvestment plan) or
deliver confirmation of the book-entry transfer of their Shares into the
Depositary's account at DTC and all other documents required hereby to the
Depositary prior to 5:00 p.m., New York City time, on the Expiration Date may
nevertheless submit their Shares for repurchase according to the guaranteed
delivery procedures set forth in Section 3 of the Repurchase Offer Statement.
2
Ladies and Gentlemen:
The person(s) signing this Letter of Transmittal (the "Signor" or
"Shareholder") hereby expresses a desire to participate in the Repurchase Offer
(as defined in the Repurchase Offer Statement) and hereby demands the
repurchase by The Mexico Fund, Inc. (the "Fund") of the shares of common stock
described in "Description of Shares Presented for Repurchase," par value $1.00
per share (the "Shares") of the Fund, in exchange for a pro-rata portion of
each of the securities (other than short- term fixed income securities with
maturities of less than one year, securities with transfer restrictions and
certain illiquid securities), subject to adjustments for fractional shares and
odd lots, and any cash held in the Fund's investment portfolio at the close of
business on the Expiration Date ("Portfolio Securities"). The consideration to
be paid for each Share of the Fund presented for repurchase (the "Repurchase
Price") will be equal to 98% of the net asset value ("NAV") per Share
determined as of the close of the regular trading session of the New York Stock
Exchange on the Expiration Date. This Letter of Transmittal is subject to the
terms and conditions described in the Repurchase Offer Statement dated May 8,
2002 (which Repurchase Offer Statement and Letter of Transmittal together are
referred to in these documents as the "Offer Documents"). Receipt of the Offer
Documents is acknowledged by the Signor.
The Signor should recognize that there are expenses associated with
participation in the Repurchase Offer. Without consideration of any potential
tax consequences to a shareholder of participation in the Repurchase Offer, the
actual per Share expenses for the Signor of participation in the Repurchase
Offer will depend on a number of factors, including the number of Shares
redeemed, the Fund's portfolio composition at the time, market conditions
prevailing during the process, the varying expenses associated with
establishing the necessary Mexican Account described below, and/or enlisting
the assistance of a U.S. bank or broker, which may charge a fee for submitting
the documentation necessary for participation. The Repurchase Offer will
generally be a taxable transaction.
Subject to, and effective upon, acceptance for payment of, or payment for,
Shares presented for repurchase by the Signor in accordance with the terms and
subject to the conditions of the Repurchase Offer (including, if the Repurchase
Offer is extended or amended, the terms or conditions of any extension or
amendment), the Signor hereby sells, assigns and transfers to, or upon the
order of, the Fund all right, title and interest in and to all of the Shares
that are being presented for redemption as described in "Description of Shares
Presented for Repurchase" that may be purchased by the Fund pursuant to the
Repurchase Offer (and any and all dividends, distributions, other Shares or
securities or rights issued or issuable in respect of such Shares on or after
the Expiration Date) and the Signor irrevocably constitutes and appoints
American Stock Transfer & Trust Co. (the "Depositary") as the true and lawful
agent and attorney-in-fact of the Signor with respect to such Shares (and any
such dividends, distributions, other Shares, or securities or rights), with
full power of substitution (such power of attorney being deemed to be an
irrevocable power coupled with an interest), to (a) present certificate(s) for
such Shares (and any such dividends, distributions, other Shares, or securities
or rights), together, with all accompanying evidence of transfer and
authenticity to or upon the order of the Fund, and (b) receive all benefits and
otherwise exercise all rights of beneficial ownership of such Shares, subject
to the succeeding paragraph, all in accordance with the terms and conditions
set forth in the Repurchase Offer.
The Signor hereby represents and warrants that: (a) the Signor has full
power and authority to submit, sell, assign and transfer the Shares submitted
for repurchase (and any and all dividends, distributions, other Shares or other
securities or rights issued or issuable in respect of such Shares on or after
the Expiration Date); (b) when and to the extent the Fund accepts the Shares
for repurchase, the Fund will acquire good, marketable and unencumbered title
thereto, free and clear of all liens, restrictions, charges, proxies,
encumbrances, or other obligations relating to their sale or transfer, and not
subject to any adverse claim; (c) on request, the Signor will 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
submitted Shares (and any and all dividends, distributions, other Shares or
securities or rights issued or issuable in respect of such Shares on or after
the Expiration Date); and (d) the Signor has read and agreed to all of the
terms of the Repurchase Offer.
3
The name(s) and address(es) of the registered owner(s) should be printed as
they appear on the registration of the Shares. If the Shares presented for
Redemption are in certificate form, the certificate(s) representing such Shares
must be returned together with this Letter of Transmittal.
The Signor recognizes that, under certain circumstances set forth in the
Repurchase Offer Statement, the Fund may terminate or amend the Repurchase
Offer or may not be required to repurchase any of the Shares presented for
redemption. In any such event, the Signor understands that certificate(s) for
the Shares not repurchased, if any, will be returned to the Signor at its
registered address.
The Signor understands that acceptance of Shares by the Fund for repurchase
represents a binding agreement between the Signor and the Fund upon the terms
and conditions of the Repurchase Offer.
The Portfolio Securities representing payment for the Shares repurchased
will be titled on an interim basis in the name of the Mexican Custodian for the
benefit of the redeeming shareholder. The Signor must have established cash and
securities accounts with a bank or broker in Mexico and provide this
information at the time the Shares are presented for redemption (the "Mexican
Account").
The Mexican Account is a condition to participation in the Repurchase Offer.
Signor must also complete the Authorization Instructions Form and submit
certain tax information as a condition to participation in the Repurchase Offer.
The Fund is not responsible for any errors or deficiencies in a submission
and has no responsibility to notify Shareholders of any deficiencies or errors
in a submission. The Mexican bank or broker designated by Signor will be
responsible for reregistration of Portfolio Securities in the Signor's name.
All authority conferred or agreed to be conferred by this Letter of
Transmittal shall survive the death or incapacity of the Signor and all
obligations of the Signor under this Letter of Transmittal shall be binding
upon the heirs, personal representatives, successors and assigns of the Signor.
Except as stated in the Repurchase Offer Statement, the Shareholder's
presentment of Shares for repurchase is irrevocable.
4
YOU MUST PROVIDE THE INFORMATION REQUESTED BELOW AS WELL AS IN THE
"AUTHORIZATION INSTRUCTIONS" FORM IN THIS LETTER OF TRANSMITTAL. FAILURE TO
FURNISH THE INFORMATION REQUESTED REGARDING ACCOUNT INFORMATION WILL RESULT IN
AN INCOMPLETE REDEMPTION REQUEST WHICH WILL MEAN THE FUND CANNOT REPURCHASE
YOUR SHARES.
Your Name:___________________________________________________________________
Mexican Account Information:
Name of Account (if different):______________________________________________
Bank or Broker Name (in Mexico):_____________________________________________
Bank or Broker Address:______________________________________________________
_______________________________________________________________________________
Securities Account No:_______________________________________________________
Name & Telephone No. of Representative (optional):___________________________
IN ADDITION, YOU MUST ADVISE THE ABOVE-NAMED BANK(S) OR BROKER(S) THAT
SHARES WILL BE RECEIVED FOR YOUR ACCOUNT(S) FROM BBVA BANCOMER, S.A.
5
PORTFOLIO SECURITIES WILL BE REGISTERED IN THE NOMINEE NAME OF THE
DELIVERING PARTY. THE SIGNOR, IN CONJUNCTION WITH THE MEXICAN BANK/BROKER,
SHALL BE RESPONSIBLE FOR REREGISTERING THE PORTFOLIO SECURITIES.
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[_] CHECK HERE IF SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO
THE ACCOUNT MAINTAINED BY THE DEPOSITARY WITH THE BOOK-ENTRY
TRANSFER FACILITY AND COMPLETE THE FOLLOWING:
Name(s) of Institution Submitting Shares:
----------
Account Number: Transaction Code Number:
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[_] CHECK HERE IF SHARES ARE BEING DELIVERED PURSUANT TO A NOTICE OF
GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE
THE FOLLOWING:
Name(s) of Registered Holder(s):
-----------------------
Window Ticket Number (if any):
-----------------------
Date of Execution of Notice of Guaranteed Delivery:
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Name of Eligible Institution which Guaranteed Delivery:
----------------------------------
DTC Participant Number (if delivered by book-entry transfer):
-----------------------------
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SIGN HERE
(IMPORTANT: COMPLETE AND SIGN THE SUBSTITUTE FORM W-9 HEREIN)
(Signature(s) of the Shareholder(s))
Dated: , 2002
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(Must be signed by the registered holder(s) exactly as name(s) appear(s) on certificate(s) for the Shares 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 attorney-in-fact, executor, administrator, trustee, guardian,
agent, officer of a corporation or another person acting in a fiduciary or representative capacity, please provide
the following information. See Instruction 5.)
Name(s):_________________________________________________________________________________________________________
(Please Print)
Capacity (Full Title):___________________________________________________________________________________________
Address:_________________________________________________________________________________________________________
City, State, Zip Code
Area Code and Telephone Number:__________________________________________________________________________________
Employer Identification (Social Security Number):________________________________________________________________
6
AUTHORIZATION INSTRUCTIONS
REGARDING THE REPURCHASE OFFER BY
THE MEXICO FUND, INC.
TO REPURCHASE UP TO 100% OF ITS ISSUED AND OUTSTANDING SHARES AT 98% OF NET
ASSET VALUE PER SHARE IN EXCHANGE FOR PORTFOLIO SECURITIES OF THE FUND
Name of Record Holder or DTC Participant (if shares held in "street
name")("Record Holder"):
-------------
The Record Holder has delivered to AMERICAN STOCK TRANSFER & TRUST CO. (the
"Depositary") the documentation required whereby the Record Holder has
indicated that the Record Holder will be submitting shares of The Mexico Fund,
Inc. (the "Fund") for repurchase by the Fund pursuant to the Fund's offer to
repurchase Fund shares up to 100% of the Fund's issued and outstanding shares
of common stock at 98% of the Fund's per share net asset value at the close of
business on the Expiration Date (as defined in the Repurchase Offer Statement),
in exchange for a pro-rata portion of each of the securities (other than
short-term fixed income securities with maturities of less than one year,
securities with transfer restrictions and certain illiquid securities), subject
to adjustments for fractional shares and odd lots, and any cash held in the
Fund's investment portfolio at the close of business on the Expiration Date
("Portfolio Securities") (the "Repurchase Offer").
As a condition to participation in the Repurchase Offer Fund shareholders
are required to establish a securities account (the "Mexican Account") with a
bank or broker in Mexico, or to have an already existing account in Mexico,
information concerning which is provided below as regards the Record Holder's
Fund shares.
Mexican Account:
. Name of bank or broker in Mexico:__ ("Mexican Custodian")
. Address, City and zip code:
------------------
. Securities Account No.:
------------------------
. Account Executive (AE): Mr./Ms:
---------
. Telephone No. of AE:
--------------------------
. Telephone No. of Record Holder:
----------
. E-mail address (if available) of AE:
------
. E-mail address (if available) of Record Holder:
------------------------------
I hereby certify that the information above is correct and accurate and that
I am the registered and authorized holder and signatory under such Mexican
Account.
I represent that none of the Fund, its Investment Adviser, Custodian,
Information Agent, or Depositary, or any of their agents or representatives
(the "Parties"), assume any responsibility and/or liability for any errors or
deficiencies regarding the Mexican Account. In the event that the Mexican
Custodian does not accept for deposit into my Mexican Account any Portfolio
Securities, as mentioned in (2) below for any reason whatsoever, none of the
Parties will be held responsible.
I hereby:
(1) authorize my Mexican Custodian to provide any required information
requested by Impulsora del Fondo Mexico, S.A. de C.V., the Fund's
Investment Adviser or any of its agents or representatives, that would
allow them to validate the Mexican Account information;
7
(2) instruct my Mexican Custodian to accept for deposit any Portfolio
Securities distributed in response to my participation in the Repurchase
Offer;
(3) acknowledge that the Mexican counterparty that will transfer to my Mexican
Account the Portfolio Securities will be BBVA Bancomer, S.A., the Fund's
Custodian. The Portfolio Securities (except for cash) will be settled
through the Instituto Mexicano para el Deposito de Valores, S.A.
("Indeval"); and
(4) acknowledge my Mexican Custodian will be the party that will confirm to me
the transfer of my pro-rata portion of Portfolio Securities and cash into
my account.
Parties are hereby released from any liability resulting from any
communications with my Mexican Custodian. Additionally, and with respect to the
establishment of the Mexican Account with my Mexican Custodian, I acknowledge
that none of the Parties will be held responsible.
Record Holder Name:
----
Signature:
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Date:
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8
NOTE: SIGNATURE(S) MUST BE PROVIDED BELOW
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE REPURCHASE OFFER
1. Guarantee of Signatures. No signature guarantee is required on this
Letter of Transmittal (a) if this Letter of Transmittal is signed by the
registered holder(s) of Shares presented for redemption (including, for
purposes of this document, any participant in the book-entry transfer facility
of The Depository Trust Company ("DTC") whose name appears on DTC's security
position listing as the owner of Shares), or (b) if such Shares are presented
for redemption for the account of a firm (an "Eligible Institution") which is a
bank, broker, dealer, credit union, savings association or other entity which
is a member in good standing of a Stock Transfer Association approved medallion
program (such as STAMP, SEMP or MSP). In all other cases, all signatures on
this Letter of Transmittal must be guaranteed by an Eligible Institution. See
Instruction 5.
2. Delivery of Letter of Transmittal and Certificates; Guaranteed Delivery
Procedures. This Letter of Transmittal is to be used only (a) if Shares are to
be forwarded with this Letter of Transmittal; (b) if uncertificated Shares held
by the Fund's transfer agent pursuant to the Fund's dividend reinvestment plan
are to be presented for redemption; or (c) if transfers of Shares presented for
redemption are to be made by book-entry transfer to the account maintained by
the Depositary according to the procedure set forth in Section 3 of the
Repurchase Offer Statement. If transfers of Shares presented for redemption are
to be made by book-entry transfer, the Shareholder must also complete the DTC
Delivery Election Form included with the materials.
Certificates for all physically submitted Shares or confirmation of a
book-entry transfer in the Depositary's account at DTC of Shares submitted by
book-entry transfer, together, in each case, with a properly completed and duly
executed Letter of Transmittal or facsimile thereof with any required signature
guarantees, any other documents required by this Letter of Transmittal should
be mailed or delivered to the Depositary at the appropriate address set forth
herein and must be received by the Depositary prior to 5:00 p.m., New York City
time, on the Expiration Date. Shareholders whose certificates are not
immediately available or who cannot deliver Shares and all other required
documents to the Depositary prior to 5:00 p.m., New York City time, on the
Expiration Date, or whose Shares cannot be delivered on a timely basis pursuant
to the procedures for book-entry transfer prior to the Expiration Date, may
submit their Shares by or through any Eligible Institution by properly
completing and duly executing and delivering a Notice of Guaranteed Delivery
(or facsimile thereof), which must be received by the Depositary prior to the
Expiration Date, and by otherwise complying with the guaranteed delivery
procedures set forth in Section 3, "Procedure for Participating in the
Repurchase Offer," of the Fund's Repurchase Offer Statement. Pursuant to such
procedures, the certificates for all physically submitted Shares, or
confirmation of book-entry transfer, as the case may be, as well as a properly
completed and duly executed Letter of Transmittal, and all other documents
required by this Letter of Transmittal must be received by the Depositary
within three business days after receipt by the Depositary of such Notice of
Guaranteed Delivery, all as provided in Section 3, "Procedure for Participating
in the Repurchase Offer," of the Fund's Repurchase Offer Statement.
THE METHOD OF DELIVERY OF SHARE CERTIFICATES, THIS LETTER OF TRANSMITTAL,
AND ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH ANY BOOK-ENTRY
TRANSFER FACILITY, IS AT THE OPTION AND SOLE RISK OF THE SHAREHOLDER PRESENTING
SHARES FOR REDEMPTION. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO
ENSURE TIMELY DELIVERY.
Delivery will be deemed made only when actually received by the Depositary.
If delivery is by mail, registered mail with return receipt requested, properly
insured, is recommended. Shareholders have the responsibility to cause their
Shares (in proper certificated or uncertificated form), this Letter of
Transmittal (or a photocopy bearing original signature(s) and any required
signature guarantees), and any other documents required by this Letter of
Transmittal to be delivered in accordance with the Repurchase Offer.
9
The Fund will not accept any alternative, conditional or contingent
redemption requests. All shareholders, brokers, dealers, commercial banks,
trust companies and other nominees, by execution of this Letter of Transmittal
(or photocopy hereof), waive any right to receive any notice of the acceptance
of their request for repurchase.
3. Lost Certificates. In the event that any Shareholder is unable to
deliver to the Depositary the Fund certificate(s) representing his, her or its
Shares due to the loss or destruction of such certificate(s), such fact should
be included on the face of this Letter of Transmittal. In such case, the
Shareholder should also contact the Depositary, at 800-937-5449, to report the
lost securities. The Depositary will forward additional documentation which
such Shareholder must complete in order to effectively surrender such lost or
destroyed certificate(s) (including affidavits of loss and indemnity bonds in
lieu thereof). There may be a fee in respect of lost or destroyed certificates,
but surrenders hereunder regarding such lost certificates will be processed
only after such documentation has been submitted to and approved by the
Depositary.
4. Inadequate Space. If the space provided in any of the above boxes is
inadequate, the necessary information should be listed on a separate schedule
signed by all of the required signatories and attached to the Letter of
Transmittal.
5. Signatures on Letter of Transmittal, Authorizations, and
Endorsements. Signature(s) by registered holder(s) on this Letter of
Transmittal must correspond with the name(s) as written on the face of the
certificate(s) without alteration, enlargement or any change whatsoever.
If any of the Shares presented for redemption are owned of record by two or
more joint owners, all of the owners must sign this Letter of Transmittal. If
any of the Shares presented for redemption are registered in different names on
several certificates, it will be necessary to complete, sign and submit as many
separate Letters of Transmittal as there are different registrations of
certificates.
If this Letter of Transmittal or stock powers are signed by trustees,
executors, administrators, guardians, attorneys-in-fact, officers of
corporations or others acting in a fiduciary or representative capacity, such
persons should so indicate when signing, and proper evidence satisfactory to
the Fund of their authority to act in such a fiduciary or representative
capacity must be submitted.
6. Transfer Taxes on Shares. There are no transfer taxes related to the
Repurchase Offer. However, the Repurchase Offer will generally be a taxable
transaction for income tax purposes.
7. Irregularities. All questions as to the validity, form, eligibility
(including time of receipt) and acceptance of Shares presented for redemption
will be determined by the Fund, in its sole discretion, and the Fund's
determination shall be final and binding. The Fund reserves the absolute right
to reject any or all Shares presented for redemption determined not to be in
appropriate form or to refuse to accept for payment, repurchase or pay for any
Shares if, in the opinion of the Fund's counsel, accepting, repurchasing or
paying for the Shares
10
would be unlawful. The Fund also reserves the absolute right to waive any of
the conditions of the Repurchase Offer in whole or in part, or any defect in
any redemption request, whether generally or with respect to any particular
Share(s) or Shareholder(s). The Fund's interpretations of the terms and
conditions of the Repurchase Offer (including these instructions) shall be
final and binding.
NONE OF THE FUND, THE FUND'S INVESTMENT ADVISER, THE DEPOSITARY, THE
INFORMATION AGENT, NOR ANY OTHER PERSON IS OR WILL BE OBLIGATED TO GIVE ANY
NOTICE OF DEFECTS OR IRREGULARITIES IN REDEMPTION REQUESTS, AND NONE OF THEM
SHALL INCUR ANY LIABILITY FOR FAILURE TO GIVE ANY SUCH NOTICE, INCLUDING,
WITHOUT LIMITATION, WITH RESPECT TO THE AUTHORIZATION INSTRUCTIONS FORM AND
NECESSARY TAX INFORMATION.
8. Questions and Requests for Assistance and Additional Copies. Questions
and requests for assistance may be directed to the Information Agent, Morrow &
Co., Inc., by telephoning 800-607-0088. Requests for additional copies of the
Repurchase Offer Statement and this Letter of Transmittal may also be directed
to the Information Agent. Shareholders who do not own Shares directly may also
obtain such information and copies from their broker, dealer, commercial bank,
trust company or other nominee. Shareholders who do not own Shares directly are
required to present their Shares for redemption through their broker, dealer,
commercial bank, trust company or other nominee and should NOT submit this
Letter of Transmittal to the Depository. The Information Agent will also
provide Shareholders, upon request, with a Certificate of Foreign Status of
Beneficial Owner for United States Tax Withholding (W-8 BEN) or a Certificate
of Foreign Person's Claim for Exemption From Withholding on Income Effectively
Connected With the Conduct of a Trade or Business in the United States (W-8
ECI).
9. Restriction on Short Sales. Section 14(e) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act") and Rule 14e-4 promulgated
thereunder make it unlawful for any person, acting alone or in concert with
others, to present Shares for redemption in a partial redemption for such
person's own account unless at the time of the request for redemption, and at
the time the Shares are accepted for payment, the person presenting Shares for
redemption has a net long position equal to or greater than the amount
presented for redemption in (i) Shares, and will deliver or cause to be
delivered such Shares for the purpose of redemption to the person permitting
the Repurchase Offer within the period specified in the Repurchase Offer; or
(ii) an equivalent security, and, upon acceptance of his or her request for
redemption, will acquire Shares by conversion, exchange, or exercise of such
equivalent security to the extent required by the terms of the Repurchase
Offer, and will deliver or cause to be delivered the Shares so acquired for the
purpose of participating in the Repurchase Offer to the Fund prior to or on the
Expiration Date. Section 14(e) and Rule 14e-4 provide a similar restriction
applicable to the redemption or guarantee of a redemption on behalf of another
person. The acceptance of Shares by the Fund for placement will constitute a
binding agreement between the redeeming Shareholder and the Fund, upon the
terms and subject to the conditions of the Repurchase Offer, including such
Shareholder's representation that (i) such Shareholder has a net long position
in the Shares being presented for redemption within the meaning of Rule 14e-4
promulgated under the Exchange Act; and (ii) the redemption of such Shares
complies with Rule 14e-4.
10. Backup Withholding Tax. Each U.S. Shareholder presenting Shares for
redemption who has not already submitted a correct, completed and signed Form
W-9 to the Fund, or does not otherwise establish an exemption from withholding
must notify the Depositary of his/her correct taxpayer identification number
("TIN") (or certify that he/she/it is awaiting a TIN) and provide certain other
information by completing and providing to the Depository the Substitute Form
W-9 provided under "Important Tax Information" below. Failure either to provide
the information on the form or to check the box in Part 2 of the form will
result in a defective submission and the Fund will be unable to repurchase the
Shareholders' submitted Shares.
11
11. Withholding for Non-U.S. Shareholders. Each non-U.S. Shareholder
presenting Shares for redemption who has not already submitted a correct,
completed and signed Form W-8 to the Fund must complete the Form W-8 included
with this Letter of Transmittal and provide it to the Depositary. Failure to
provide the Form W-8 will result in a defective submission and the Fund will be
unable to repurchase the Shareholders' submitted shares.
Even if a non-U.S. Shareholder has provided the required certification to
avoid backup withholding, the Depositary will withhold U.S. federal income
taxes equal to 30% of the gross payments payable to a non-U.S. Shareholder or
his or her agent unless the Depositary determines that a reduced rate of
withholding is available pursuant to a tax treaty or that an exemption from
withholding is applicable because such gross proceeds are effectively connected
with the conduct of a trade or business within the United States. In order to
obtain a reduced rate of withholding pursuant to a tax treaty, a non-U.S.
Shareholder must deliver to the Depositary before the payment a properly
completed and executed IRS Form W-8 BEN. In order to obtain an exemption from
withholding on the grounds that the gross proceeds paid pursuant to the
Repurchase Offer are effectively connected with the conduct of a trade or
business within the U.S., a non-U.S. Shareholder must deliver to the Depositary
a properly completed and executed IRS Form W-8 ECI. The Depositary will
determine a Shareholder's status as a non-U.S. Shareholder and eligibility for
a reduced rate of, or exemption from, withholding by reference to any
outstanding certificates or statements concerning eligibility for a reduced
rate of, or exemption from, withholding (e.g., IRS Forms W-8 BEN or W-8 ECI)
unless facts and circumstances indicate that such reliance is not warranted. A
non-U.S. Shareholder may be eligible to obtain a refund of all or a portion of
any tax withheld if such Shareholder satisfies certain requirements or is
otherwise able to establish that no tax or a reduced amount of tax is due.
Backup withholding generally will not apply to amounts subject to the 30% or a
treaty-reduced rate of withholding. Non-U.S. Shareholders are urged to consult
their own tax advisors regarding the application of federal income tax
withholding, including eligibility for a withholding tax reduction or
exemption, and the refund procedure.
IMPORTANT: THIS LETTER OF TRANSMITTAL, OR FACSIMILE HEREOF BEARING ORIGINAL
SIGNATURE(S), PROPERLY COMPLETED AND DULY EXECUTED, TOGETHER WITH ANY REQUIRED
SIGNATURE GUARANTEES, SHARES (IN PROPER CERTIFICATED OR UNCERTIFICATED FORM),
AND ALL OTHER REQUIRED DOCUMENTS MUST BE RECEIVED BY THE DEPOSITARY, OR A
PROPERLY COMPLETED AND EXECUTED NOTICE OF GUARANTEED DELIVERY MUST BE RECEIVED
BY THE DEPOSITARY, ON OR PRIOR TO THE EXPIRATION DATE.
The acceptance of Shares by the Fund for payment will constitute a binding
agreement between the redeeming Shareholder and the Fund, upon the terms and
conditions of the Repurchase Offer.
12
IMPORTANT TAX INFORMATION
THE FEDERAL INCOME TAX DISCUSSION SET FORTH ABOVE IS INCLUDED FOR GENERAL
INFORMATION ONLY. PARTICIPATION IN THE REPURCHASE OFFER IS GENERALLY A TAXABLE
TRANSACTION. ALL SHAREHOLDERS ARE URGED TO CONSULT THEIR OWN TAX ADVISORS AS TO
THE SPECIFIC TAX CONSEQUENCES TO THEM OF THE REPURCHASE OFFER AND ARE ALSO
URGED TO REVIEW SECTION 9 OF THE REPURCHASE OFFER STATEMENT.
SUBSTITUTE FORM W-9 OR FORM W-8
Under the U.S. federal income tax laws, the Depositary may be required to
withhold 30% of the amount of any payment made to certain holders pursuant to
the Repurchase Offer. In order to avoid such backup withholding, each redeeming
U.S. Shareholder must provide the Depositary with such Shareholder's correct
TIN by completing the Substitute Form W-9 set forth below. In general, if a
Shareholder is an individual, the TIN is the Social Security number of such
individual. If the Depositary is not provided with the correct TIN, the
Shareholder may be subject to a penalty imposed by the Internal Revenue
Service. Certain Shareholders (including, among others, most corporations and
certain foreign persons) are not subject to these backup withholding and
reporting requirements, but should nonetheless complete a Substitute Form W-9
to avoid possible erroneous backup withholding. For further information
regarding backup withholding and instructions for completing the Substitute
Form W-9 (including how to obtain a TIN if you do not have one and how to
complete the Substitute Form W-9 if Shares are held in more than one name),
consult the enclosed Guidelines for Certification of Taxpayer Identification
Number.
In order for a non-U.S. Shareholder to avoid 30% backup withholding, the
Shareholder must submit a statement to the Depositary signed under penalties of
perjury attesting that he/she/it is a non-U.S. Shareholder. Form W-8 and
instructions for such statement are enclosed for non-U.S. Shareholders. To
qualify as an exempt recipient on the basis of foreign status, a Shareholder
must submit a properly completed Form W-8 BEN or Form W-8 ECI, signed under
penalties of perjury, attesting to that person's exempt status. A Shareholder
would use a Form W-8 BEN to certify that it (1) is neither a citizen nor a
resident of the United States, (2) has not been and reasonably does not expect
to be present in the United States for a period aggregating 183 days or more
during the calendar year, and (3) reasonably expects not to be engaged in a
trade or business within the United States to which the gain on the sale of the
Shares would be effectively connected; and would use a Form W-8 ECI to certify
that (1) it is neither a citizen nor resident of the U.S., and (2) the proceeds
of the sale of the Shares is effectively connected with a U.S. trade or
business. A foreign Shareholder may also use a Form W-8 BEN to certify that it
is eligible for benefits under a tax treaty between the United States and such
foreign person's country of residence.
A SHAREHOLDER SHOULD CONSULT HIS OR HER TAX ADVISOR AS TO HIS OR HER
QUALIFICATION FOR EXEMPTION FROM THE BACKUP WITHHOLDING REQUIREMENTS AND THE
PROCEDURE FOR OBTAINING AN EXEMPTION.
CONSEQUENCES OF FAILURE TO FILE SUBSTITUTE FORM W-9 OR FORM W-8
Failure to complete Substitute Form W-9 or Form W-8 WILL CAUSE the Shares to
be deemed invalidly presented for redemption. Backup withholding is not an
additional federal income tax. Rather, the federal income tax liability of a
person subject to backup withholding will be reduced by the amount of tax
withheld. If withholding results in an overpayment of taxes, the Shareholder
may claim a refund from the Internal Revenue Service.
13
IMPORTANT--SIGN BELOW AND COMPLETE SUBSTITUTE FORM W-9 (BELOW) OR FORM W-8
(ENCLOSED) AS APPLICABLE
Under penalty of perjury, I certify (1) that the number set forth below is
my correct Taxpayer Identification Number (or I am waiting for a number to be
issued to me) and (2) that I am not subject to backup withholding because (a) I
am exempt from backup withholding, or (b) I have not been notified that I am
subject to backup withholding as a result of failure to report all interest or
dividends, or (c) the Internal Revenue Service (IRS) has notified me that I am
no longer subject to backup withholding, and (3) I am a U.S. person (including
a U.S. resident alien). Instruction: You must strike out the language in (2)
above if you have been notified that you are subject to backup withholding due
to underreporting and you have not received a notice from the IRS that backup
withholding has been terminated.
The Signor recognizes that, under certain circumstances set forth in the
Repurchase Offer Statement, the Fund may not be required to repurchase the
Shares presented for redemption. The Signor understands that certificate(s) for
Shares not repurchased will be returned to the Signor at the address indicated
above. In the case of Shares not evidenced by certificate, the Depositary will
cancel the repurchase request as to any Shares not repurchased by the Fund.
The Portfolio Securities representing the repurchase price for such of the
Shares presented for redemption as are repurchased should be issued to the
Signor and mailed to the address indicated above.
All authority conferred or agreed to be conferred by this Letter of
Transmittal shall survive the death or incapacity of the Signor and any
obligation of the Signor under this Letter of Transmittal shall be binding upon
the heirs, personal representatives, successors and assigns of the Signor.
Except as stated in the Repurchase Offer Statement, the Shareholder's
presentment of Shares for redemption is irrevocable.
The Repurchase Offer is hereby accepted in accordance with its terms.
- --------------------------------------------------------------------------------
(Signature(s) of Shareholder(s))
Dated: ------------ , 2002
(Must be signed by the registered holder(s) exactly as name(s) appear(s) on
the Share certificates or on a security position listing or by person(s)
authorized to become registered holder(s) by certificates and documents
transmitted under this Letter of Transmittal. If signature is by trustees,
executors, administrators, guardians, attorneys-in-fact, agents, officers of
corporations or others acting in a fiduciary or representative capacity, please
provide the following information. See Instruction 5.)
Name (s):____________________________________________________________________
(Please Type or Print)
Capacity (Full Title):_______________________________________________________
(See Instruction 5)
Address:_____________________________________________________________________
_______________________________________________________________________________
(Include Zip Code)
Area Codes and Telephone Numbers:
Home:________________________________________________________________________
Taxpayer Identification (or Social Security No.) (if applicable):
- --------------------------------------------------------------------------------
(Complete Substitute Form W-9 below or Form W-8 (enclosed), as applicable)
GUARANTEE OF SIGNATURE(S)
(See Instructions 1 and 5)
Authorized Signature:________________________________________________________
Name:________________________________________________________________________
(Please Type or Print)
Title:_______________________________________________________________________
Name of Firm:________________________________________________________________
Address:_____________________________________________________________________
(Include Zip Code)
Area Code and Tel.
No.:___________________________________________
Dated:___________________________________________
14
PAYER'S NAME:
- ------------------------- --------------------------- -------------------------
SUBSTITUTE PART II--Awaiting TIN [_]
PART I--Please provide your
Form TIN (for individual, Please see below.
W-9 social security number)
and certify by signing
and dating below:
- -------------------------------------------------------------------------------
DEPARTMENT OF THE TREASURY INTERNAL REVENUE SERVICE CERTIFICATION--Under
penalties of perjury. I certify that:
(1) The information provided on this form is true, correct and payer's request
for Taxpayer Identification Number is complete and
(2) I am not subject to backup withholding either because I am exempt from
backup withholding or I have not been notified by the Internal Revenue
Service (the "IRS") that I am subject to backup withholding as a result of
under-reporting interest or dividends or the IRS has notified me that I am
no longer subject to backup withholding.
(You must cross out item (2) above if you have been notified by the IRS that
you are subject to backup withholding because of underreporting interest or
dividends on your return. However, if after being notified by the IRS that you
were subject to backup withholding you received another notification from the
IRS that you are no longer subject to backup withholding, do not cross out item
(2).) The IRS does not require your consent to any provision of this document
other than the certifications required to avoid backup withholding.
- ------------------------------------------------------------------------------
Signature Date
-------------------------------------------- ---------------------
Name
-------------------------------------------------------------------------
(Please Print)
Address
-----------------------------------------------------------------------
(Include Zip Code)
- ------------------------------------------------------------------------------
DEPARTMENT OF THE TREASURY INTERNAL REVENUE SERVICE CERTIFICATION--Under
penalties of perjury. I certify that:
(1) The information provided on this form is true, correct and payer's request
for Taxpayer Identification Number is complete and
(2) I am not subject to backup withholding either because I am exempt from
backup withholding or I have not been notified by the Internal Revenue
Service (the "IRS") that I am subject to backup withholding as a result of
under-reporting interest or dividends or the IRS has notified me that I am
no longer subject to backup withholding.
(You must cross out item (2) above if you have been notified by the IRS that
you are subject to backup withholding because of underreporting interest or
dividends on your return. However, if after being notified by the IRS that you
were subject to backup withholding you received another notification from the
IRS that you are no longer subject to backup withholding, do not cross out item
(2).) The IRS does not require your consent to any provision of this document
other than the certifications required to avoid backup withholding.
- ------------------------------------------------------------------------------
Signature Date
-------------------------------------------- ---------------------
Name
-------------------------------------------------------------------------
(Please Print)
Address
-----------------------------------------------------------------------
(Include Zip Code)
- ------------------------------------------------------------------------------
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN
PART 2 OF SUBSTITUTE FORM W-9.
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a Taxpayer Identification Number has not been 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
to the payer, I will not have submitted all information required to participate in the Repurchase Offer, the Fund
may be unable to repurchase my submitted Shares and 30% of all reportable payments due to me pursuant to
the Repurchase Offer may be withheld until I provide a Taxpayer Identification Number to the payer and that
if I do not provide my Taxpayer Identification Number within 60 days, such retained amounts shall be remitted
to the IRS as backup withholding.
- - -
Signature Date
-
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP
WITHHOLDING OF 30% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER
AND WILL RESULT IN A DEFECTIVE SUBMISSION; THE FUND WILL NOT BE ABLE TO
REPURCHASE YOUR SUBMITTED SHARES. PLEASE REVIEW THE "GUIDELINES FOR
CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER" FOR ADDITIONAL DETAILS.
15