LETTER OF TRANSMITTAL
TO ACCOMPANY SHARES OF COMMON STOCK
OR ORDER TENDER OF UNCERTIFICATED SHARES OF
THE ASIA TIGERS FUND, INC.
TENDERED PURSUANT TO THE OFFER
DATED FEBRUARY 15, 2002
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 P.M.,
NEW YORK CITY TIME, ON MARCH 15, 2002, UNLESS THE OFFER IS EXTENDED.
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THE DEPOSITARY FOR THE OFFER IS:
PFPC INC.
DEPOSITARY ADDRESSES:
BY REGISTERED, CERTIFIED
OR EXPRESS MAIL OR
BY FIRST CLASS MAIL: OVERNIGHT COURIER: BY HAND:
PFPC Inc. PFPC Inc. Securities Transfer & Reporting
c/o EquiServe Trust Company, N.A. c/o Equiserve Trust Company, N.A. Services, Inc.
Attn: Corporate Actions Attn: Corporate Actions c/o Equiserve Trust Company, N.A.
P.O. Box 43025 40 Campanelli Drive 100 William Street, Galleria
Providence, RI 02940-3025 Braintree, MA 02184 New York, NY 10038
DESCRIPTION OF SHARES TENDERED
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Name(s) and Addresses of Registered Holder(s): Shares Tendered ***
(Please Fill in, if Blank, Exactly as Name(s) Appear(s) (Attach Additional Signed Schedule
on Certificate(s)) if necessary)
- -------------------------------------------------------------------------------------------------------------------
Total
Number of
Shares Number Dividend
Evidenced of Reinvestment
Certificate by Shares Shares
Number(s)* Certificates** Tendered Tendered
-----------------------------------------------------
-----------------------------------------------------
-----------------------------------------------------
-----------------------------------------------------
Total Shares
Tendered
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<FN>
* Need not be completed by Stockholders who tender Shares by book-entry
transfer.
** Unless otherwise indicated, it will be assumed that all Shares evidenced by
any certificates delivered to the Depositary are being tendered. See
Instruction 5.
*** If the Shares being tendered are Shares held by the Transfer Agent pursuant
to the Fund's dividend reinvestment plan, Shareholders should so indicate
on page 3.
[] I HAVE LOST MY CERTIFICATE(S) FOR SHARES OF STOCK OF THE FUND AND REQUIRE
ASSISTANCE WITH RESPECT TO REPLACING SUCH CERTIFICATE(S). SEE INSTRUCTION
3.
</FN>
THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL, THE CERTIFICATES FOR
SHARES AND ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH THE
BOOK-ENTRY TRANSFER FACILITY, IS AT THE OPTION AND RISK OF THE TENDERING
STOCKHOLDER, AND EXCEPT AS OTHERWISE PROVIDED IN INSTRUCTION 2, 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 STOCKHOLDER HAS THE RESPONSIBILITY TO CAUSE THE LETTER OF
TRANSMITTAL, CERTIFICATES AND ANY OTHER DOCUMENTS TO BE TIMELY DELIVERED.
This Letter of Transmittal is to be used (a) if certificates for Shares
(as defined below) are to be forwarded herewith, or (b) if uncertificated Shares
held by the Fund's transfer agent pursuant to the Fund's dividend reinvestment
plan are to be tendered, or (c) if tenders are to be made by book-entry transfer
to any of the accounts maintained by the Depositary at the Depository Trust
Company ("DTC" or the "Book-Entry Transfer Facility") pursuant to the procedure
set forth in Section 3, "Procedure for Tendering Shares," of the Fund's Offer to
Purchase. Stockholders 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 the Book-Entry Transfer Facility and all other documents
required hereby to the Depositary prior to 11:59 p.m., New York City time, on
the Termination Date may nevertheless tender their Shares according to the
guaranteed delivery procedures set forth in Section 3, "Procedure for Tendering
Shares," of the Fund's Offer to Purchase. See Instruction 2 below. DELIVERY OF
DOCUMENTS TO THE BOOK-ENTRY TRANSFER FACILITY DOES NOT CONSTITUTE DELIVERY TO
THE DEPOSITARY.
[] CHECK HERE IF TENDERED 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 of Tendering Institution:_________________________________________________
Account Number:_________________ Transaction Code Number:__________________
If the tendered Shares are being tendered by a Nominee Holder on behalf of
its customers, please state the number of customer accounts for whose benefit
the tender is made:
[] CHECK HERE IF CERTIFICATES FOR TENDERED SHARES ARE BEING DELIVERED
PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE
DEPOSITARY AND COMPLETE THE FOLLOWING:
Name(s) of Registered Owner(s):___________________________________________
Date of Execution of Notice of Guaranteed Delivery:_______________________
Name of Institution that Guaranteed Delivery:_____________________________
Account Number (if delivered by book-entry transfer): ____________________
NOTE: SIGNATURES MUST BE PROVIDED BELOW.
PLEASE READ THE ACCOMPANYING DOCUMENTS CAREFULLY.
2
Ladies and Gentlemen:
The undersigned hereby tenders to The Asia Tigers Fund, Inc., a Maryland
corporation (the "Fund"), the shares of the Fund's Common Stock, $0.001 par
value per share (the "Shares") described below, at a price per Share, net to the
seller in cash (the "Purchase Price"), equal to 95% of the net asset value in
U.S. dollars ("NAV") per Share as of the close of regular trading on the New
York Stock Exchange on March 15, 2002, or such later date to which the Offer is
extended, upon the terms and subject to the conditions set forth in the Fund's
Offer to Purchase, dated February 15, 2002, receipt of which is hereby
acknowledged, and this Letter of Transmittal (which, together with the Fund's
Offer to Purchase, constitute the "Offer"). The "Termination Date" of the Offer
is 11:59 p.m., New York City time, on March 15, 2002. If the Fund, in its sole
discretion, shall have extended the period for which the Offer is open, the
"Termination Date" shall mean the latest time and date on which the Offer, as so
extended by the Fund, shall expire.
Subject to, and effective upon, acceptance of payment for the Shares
tendered herewith in accordance with the terms and subject to the conditions of
the Offer, 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 Shares that
are being tendered hereby and that are being accepted for purchase pursuant to
the Offer (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 Termination Date) and irrevocably constitutes and appoints the Depositary
the true and lawful agent and attorney-in-fact of the undersigned 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) deliver
certificates for such Shares (and any such other dividends, distributions, other
Shares or securities or rights) or transfer ownership of such Shares (and any
such other dividends, distributions, other Shares or securities or rights),
together, in either such case, with all accompanying evidences of transfer and
authenticity to or upon the order of the Fund, upon receipt by the Depositary,
as the undersigned's agent, of the Purchase Price, (b) present such Shares (and
any such other dividends, distributions, other Shares or securities or rights)
for transfer on the books of the Fund, and (c) receive all benefits and
otherwise exercise all rights of beneficial ownership of such Shares (and any
such other dividends, distributions, other Shares or securities or rights), all
in accordance with the terms of the Offer.
The undersigned hereby represents and warrants that: (a) the undersigned
has full power and authority to tender, sell, assign and transfer the tendered
Shares (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 Termination Date); (b) when and to the extent the Fund accepts the Shares
for purchase, 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 undersigned 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
tendered 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 Termination Date); and (d) the undersigned has read and agreed to all of the
terms of the Offer.
All authority conferred or agreed to be conferred in this Letter of
Transmittal shall be binding upon the successors, assigns, heirs, executors,
administrators and legal representatives of the undersigned and shall not be
affected by, and shall survive, the death or incapacity of the undersigned.
Shares tendered pursuant to the Offer may be withdrawn at any time prior to the
Termination Date in accordance with Section 4, "Rights of Withdrawal," of the
Fund's Offer to Purchase. After the Termination Date, tenders made pursuant to
the Fund's Offer to Purchase will be irrevocable.
THE UNDERSIGNED TENDER ALL UNCERTIFICATED SHARES THAT MAY BE HELD IN THE
NAME OF THE REGISTERED HOLDER(S) BY THE FUND'S TRANSFER AGENT PURSUANT TO THE
FUND'S DIVIDEND REINVESTMENT PLAN.
_________ YES ________ NO
Note: If you do not check either of the boxes above, uncertificated
Shares, if any, held in the name of the registered holder(s) by the Fund's
transfer agent pursuant to the Fund's dividend reinvestment plan will NOT be
tendered.
3
ODD LOTS
(SEE INSTRUCTION 13)
This section is to be completed ONLY if Shares are being tendered by or on
behalf of a person owning beneficially or of record an aggregate of not more
than 99 Shares. The undersigned either (check only one box):
[] Is the beneficial or record owner of an aggregate of not more than 99
Shares, all of which are being tendered; or
[] Is a broker, dealer, commercial bank, trust company or other nominee that
(a) is tendering for the beneficial owner(s) thereof Shares with respect to
which it is the record holder, and (b) believes, based upon representations
made to it by such beneficial owner(s), that each such person is the
beneficial owner of an aggregate of not more than 99 Shares and is
tendering all of such Shares; and, in either case, hereby represents that
the above indicated information is true and correct as to the undersigned.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.
NOTE: SIGNATURES MUST BE PROVIDED BELOW.
The undersigned understands that the valid tender of Shares pursuant to
any one of the procedures described in Section 3, "Procedure for Tendering
Shares," of the Fund's Offer to Purchase in the Instructions hereto will
constitute a binding agreement between the undersigned and the Fund upon the
terms and subject to the conditions of the Offer.
The undersigned recognizes that under certain circumstances set forth in
the Offer, the Fund may not be required to purchase any of the Shares tendered
hereby, or may accept for purchase fewer than all of the Shares tendered hereby.
Unless otherwise indicated herein under "Special Payment Instructions,"
please return any certificates for Shares not tendered or accepted for payment
(and accompanying documents, as appropriate) in the name(s) of the registered
holder(s) appearing under "Description of Shares Tendered." Similarly, unless
otherwise indicated under "Special Delivery Instructions," please return any
certificates for Shares not tendered or accepted for payment (and accompanying
documents, as appropriate) to the address(es) of the registered holder(s)
appearing under "Description of Shares Tendered." In the event that either the
Special Delivery Instructions or the Special Payment Instructions are completed,
please return such certificates to the person or persons so indicated. The
undersigned recognizes that the Fund has no obligation pursuant to the Special
Payment Instructions to transfer any Shares from the name of the registered
holder thereof if the Fund does not accept for payment any of the Shares so
tendered. The undersigned further recognizes that the Special Payment
Instructions and the Special Delivery Instructions are not applicable to Shares
tendered by book-entry transfer nor to uncertificated Shares held by the Fund's
transfer agent pursuant to the Fund's dividend reinvestment plan, which Shares
may be tendered hereby.
SPECIAL PAYMENT INSTRUCTIONS
(SEE INSTRUCTION 8)
To be completed ONLY if certificates for Shares not tendered or not
purchased are to be issued in the name of and sent to someone other than the
undersigned.
Issue Certificate to:
Name______________________________________________
(PLEASE PRINT)
Address___________________________________________
__________________________________________________
(CITY, STATE, ZIP CODE)
Complete Payer Substitute Form W-9
__________________________________________________
(TAXPAYER IDENTIFICATION (SOCIAL SECURITY) NUMBER)
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTION 8)
To be completed ONLY if certificates for Shares not tendered or not
purchased are to be issued in the name of the undersigned, but sent to someone
other than the undersigned or to the undersigned at an address other than that
shown above.
Mail Certificate to:
Name______________________________________________
(PLEASE PRINT)
Address___________________________________________
__________________________________________________
(CITY, STATE, ZIP CODE)
4
SIGN HERE
(IMPORTANT: COMPLETE AND SIGN THE SUBSTITUTE FORM W-9 HEREIN)
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(SIGNATURE(S) OF STOCKHOLDER(S))
Dated:________________ , 2002
(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.)
(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 6.)
Name(s)_______________________________________________________________________
______________________________________________________________________________
(PLEASE PRINT)
Capacity (Full Title)_________________________________________________________
Address_______________________________________________________________________
______________________________________________________________________________
CITY STATE ZIP CODE
Area Code and Telephone Number________________________________________________
Employer Identification or
Social Security Number________________________________________________________
GUARANTEE OF SIGNATURE(S)
(SEE INSTRUCTIONS 1 AND 6)
Authorized Signature(s)_______________________________________________________
Name__________________________________________________________________________
(PLEASE PRINT)
Name of Firm__________________________________________________________________
Address_______________________________________________________________________
______________________________________________________________________________
CITY STATE ZIP CODE
Dated: _____________________, 2002
5
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. GUARANTEE OF SIGNATURES. No signature guarantee on this Letter of
Transmittal is required (i) if this Letter of Transmittal is signed by the
registered holder of the 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 Shares) tendered
herewith, unless such holder has completed either the box entitled "Special
Delivery Instructions" or the box entitled "Special Payment Instructions"
herein, or (ii) if such Shares are tendered for the account of a member firm of
a registered national securities exchange, a member of the National Association
of Securities Dealers, Inc. ("NASD"), a commercial bank, credit union, savings
association or trust company having an office, branch or agency in the United
States, or other entity which is a member in good standing of a stock transfer
association's approved medallion program (each being hereinafter referred to as
an "Eligible Institution"). In all other cases, all signatures on this Letter of
Transmittal must be guaranteed by an Eligible Institution. See Instruction 6.
2. DELIVERY OF LETTER OF TRANSMITTAL AND CERTIFICATES; GUARANTEED DELIVERY
PROCEDURES. This Letter of Transmittal is to be used only (a) if certificates
are to be forwarded herewith, (b) if uncertificated Shares held by the Funds
transfer agent pursuant to the Fund's dividend reinvestment plan are to be
tendered, or (c) if tenders are to be made pursuant to the procedures for
delivery by book-entry transfer set forth in Section 3, "Procedure for Tendering
Shares," of the Fund's Offer to Purchase. Certificates for all physically
tendered Shares, or confirmation of a book-entry transfer in the Depositary's
account at the Book-Entry Transfer Facility of Shares tendered 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 Termination Date. Stockholders 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
Termination Date, or whose Shares cannot be delivered on a timely basis pursuant
to the procedures for book-entry transfer prior to the Termination Date, may
tender 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
Termination Date, and by otherwise complying with the guaranteed delivery
procedures set forth in Section 3, "Procedure for Tendering Shares," of the
Fund's Offer to Purchase. Pursuant to such procedures, the certificates for all
physically tendered Shares, or confirmation of book-entry transfer, as the case
may be, as well as a properly completed and duly executed Letter of Transmittal,
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
Tendering Shares," of the Fund's Offer to Purchase.
THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL, THE CERTIFICATES FOR
SHARES AND ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH THE
BOOK-ENTRY TRANSFER FACILITY, IS AT THE OPTION AND RISK OF THE TENDERING
STOCKHOLDER AND EXCEPT AS OTHERWISE PROVIDED IN THIS INSTRUCTION, 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 STOCKHOLDER HAS THE RESPONSIBILITY TO CAUSE THE LETTER OF
TRANSMITTAL, CERTIFICATES AND ANY OTHER DOCUMENTS TO BE TIMELY DELIVERED.
No alternative, conditional or contingent tenders will be accepted, except
as may be permitted in the Fund's Offer to Purchase. All tendering Stockholders,
by execution of this Letter of Transmittal (or facsimile thereof), waive any
right to receive any notice of the acceptance for payment of Shares.
3. LOST CERTIFICATES. In the event that any Stockholder 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
Stockholder should also contact the Depositary, at their number 800-331-1710, to
report the lost securities. The Depositary will forward additional documentation
which such stockholder 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.
6
4. INADEQUATE SPACE. If the space provided is inadequate, the certificate
numbers and/or number of Shares should be listed on a separate, signed schedule
attached hereto.
5. PARTIAL TENDERS AND UNPURCHASED SHARES. (Not applicable to Stockholders
who tender by book-entry transfer.) If fewer than all the Shares evidenced by
any certificate submitted are to be tendered, fill in the number of Shares which
are to be tendered in the column entitled "Number of Shares Tendered." In such
case, a new certificate for the remainder of the Shares evidenced by the old
certificate(s) will be issued and sent to the registered holder, unless
otherwise specified in the "Special Payment Instructions" or "Special Delivery
Instructions" boxes in this Letter of Transmittal, as soon as practicable after
the Termination Date. All Shares represented by certificates listed and
delivered to the Depositary are deemed to have been tendered unless otherwise
indicated.
6. SIGNATURES ON LETTER OF TRANSMITTAL; STOCK POWERS AND ENDORSEMENTS.
(a) If this Letter of Transmittal is signed by the registered
holder(s) of the Shares tendered hereby, the signature(s) must correspond
exactly with the name(s) on the face of the certificates.
(b) If any of the tendered Shares are held of record by two or more
joint holders, ALL such holders must sign this Letter of Transmittal.
(c) If any tendered Shares are registered in different names on
several certificates, it will be necessary to complete, sign and submit as
many Letters of Transmittal as there are different registrations of
certificates.
(d) If this Letter of Transmittal is signed by the registered
holder(s) of the Shares listed and transmitted hereby, no endorsements of
certificates or separate stock powers are required unless payment is to be
made, or the certificates for Shares not tendered or purchased are to be
issued, to a person other than the registered holder(s), in which case the
endorsements or signatures on the stock powers, as the case may be, must
be signed exactly as the name(s) of the registered holder(s) appear(s) on
the certificates. Signatures on such certificates or stock powers must be
guaranteed by an Eligible Institution. See also Instruction 1.
(e) If this Letter of Transmittal or any certificates or stock
powers are signed by trustees, executors, administrators, guardians,
agents, attorneys-in-fact, officers of corporations or others acting in a
fiduciary or representative capacity, such persons should so indicate when
signing and must submit proper evidence satisfactory to the Fund of their
authority to so act.
(f) If this Letter of Transmittal is signed by a person(s) other
than the registered holder(s) of the certificates listed and transmitted
hereby, the certificates must be endorsed or accompanied by appropriate
stock powers, in either case signed exactly as the name or names of the
registered holder(s) appear on the certificates. Signatures on such
certificates of stock powers must be guaranteed by an Eligible
Institution. See also Instruction 1.
7. STOCK TRANSFER TAXES. Except as set forth in this Instruction 7, no
stock transfer tax stamps or funds to cover such stamps need accompany this
Letter of Transmittal, and the Fund will pay all stock transfer taxes, if any,
with respect to the transfer and sale of Shares to it pursuant to the Offer. If,
however, payment of the repurchase price is to be made to, or (in the
circumstances permitted by the Fund's Offer to Purchase) if Shares not tendered
or not purchased are to be registered in the name of any person other than the
registered holder, or if tendered certificates are registered in the name of any
person other than the person(s) signing this Letter of Transmittal, the amount
of any stock transfer taxes (whether imposed on the registered holder or such
other person) payable on account of the transfer to such person will be deducted
from the Purchase Price unless satisfactory evidence of the payment of such
taxes, or exemption therefrom, is submitted.
8. TENDER OF MORE THAN 4,860,746 SHARES. If more than 4,860,746 Shares are
duly tendered prior to the expiration of the Offer (and not timely withdrawn),
the Fund will purchase Shares from tendering Stockholders, in accordance with
the terms and conditions specified in the Offer to Purchase, on a pro rata basis
(disregarding fractions), in accordance with the number of Shares duly tendered
by each Stockholder during the period the Offer is open (and not timely
withdrawn), unless the Fund determines not to purchase any Shares; however, the
Fund will accept all Shares tendered by any Stockholder who owns, beneficially
or of record, an aggregate of not more than 99 Shares and who tenders all such
Shares by means of the Letter of Transmittal tendered by or on behalf of that
Stockholder. Certificates representing Shares tendered but not purchased will be
returned promptly following the termination, expiration or withdrawal of the
Offer, without further expense to the tendering Stockholder.
7
9. SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS. If certificates for Shares
not tendered or not purchased are to be issued in the name of a person other
than the person signing this Letter of Transmittal or if such certificates are
to be sent to someone other than the person signing this Letter of Transmittal
or to the person signing this Letter of Transmittal at an address other than
that shown above, the boxes captioned "Special Payment Instructions" and/or
"Special Delivery Instructions" on this Letter of Transmittal should be
completed.
10. IRREGULARITIES. All questions as to the validity, form, eligibility
(including time of receipt) and acceptance for payment of any tender of Shares
will be determined by the Fund, in its sole discretion, which determination
shall be final and binding. The Fund reserves the absolute right to reject any
or all tenders of any particular Shares (i) determined by it not to be in proper
form or (ii) the acceptance of or payment for which may, in the opinion of the
Fund's counsel, be unlawful. The Fund also reserves the absolute right to waive
any of the conditions of the Offer, in whole or in part, or any defect or
irregularity in tender of any particular Shares or Stockholder, and the Fund's
interpretations of the terms and conditions of the Offer (including these
instructions) shall be final and binding. No tender of Shares will be deemed to
be properly made until all defects and irregularities have been cured or waived.
None of the Fund, the Depositary, the Information Agent or any other person
shall be obligated to give notice of defects or irregularities in tenders, nor
shall any of them incur any liability for failure to give any such notice.
Unless waived, any defects or irregularities must be cured within such time as
the Fund shall determine.
11. REQUESTS FOR ASSISTANCE AND ADDITIONAL COPIES. Requests for assistance
should be directed to, and additional copies of the Fund's Offer to Purchase,
the Notice of Guaranteed Delivery and this Letter of Transmittal may be obtained
from, the Information Agent at the address set forth at the end of this Letter
of Transmittal or from your broker, dealer, commercial bank, trust company, or
other nominee. The Information Agent will also provide Stockholders, upon
request, with a Certificate of Foreign Status of Beneficial Owner for United
States Tax Withholding (W-8BEN) 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-8ECI).
12. BACKUP WITHHOLDING. Each Stockholder that desires to participate in
the Offer must, unless an exemption applies, provide the Depositary with the
Stockholder's taxpayer identification number on the Substitute Form W-9 set
forth in this Letter of Transmittal, with the required certifications being made
under penalties of perjury. If the Stockholder is an individual, the taxpayer
identification number is his or her social security number. If the Depositary is
not provided with the correct taxpayer identification number, the Stockholder
may be subject to a $50 penalty imposed by the Internal Revenue Service in
addition to being subject to backup withholding.
Stockholders are required to give the Depositary the taxpayer
identification number of the record owner of the Shares by completing the
Substitute Form W-9 included with this Letter of Transmittal. If the Shares are
registered in more than one name or are not in the name of the actual owner,
consult the "Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9," which immediately follow the Substitute Form W-9.
If backup withholding applies, the Depositary is required to withhold 30%
of any payment made to the Stockholder with respect to Shares purchased pursuant
to the Offer. Backup withholding is not an additional tax. Rather, the U.S.
federal income tax liability of persons subject to backup withholding may result
in an overpayment of taxes for which a refund may be obtained by the Stockholder
from the Internal Revenue Service.
Certain Stockholders (including, among others, most corporations and
certain foreign persons) are exempt from backup withholding requirements. To
qualify as an exempt recipient on the basis of foreign status, a Stockholder
must submit a properly completed Form W-8BEN or Form W-8ECI, signed under
penalties of perjury, attesting to that person's exempt status. A Stockholder
would use a Form W-8BEN 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-8ECI 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 Stockholder may also use a Form W-8BEN to certify that it is
eligible for benefits under a tax treaty between the United States and such
foreign person's country of residence.
A STOCKHOLDER 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.
8
Stockholders are required to give the Depositary the taxpayer
identification number of the record owner of the Shares. If the Shares are
registered in more than one name or are not in the name of the actual owner,
consult the enclosed Guidelines for Certification of Taxpayer Identification
Number on substitute Form W-9.
13. WITHHOLDING FOR NON-U.S. STOCKHOLDERS. Even if a Non-U.S. Stockholder
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. Stockholder 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 U.S. In order to obtain a reduced rate of withholding pursuant to a
tax treaty, a Non-U.S. Stockholder 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 Offer are effectively connected with the conduct of a trade or
business within the U.S., a Non-U.S. Stockholder must deliver to the Depositary
a properly completed and executed IRS Form W-8 ECI. The Depositary will
determine a shareowner's status as a Non-U.S. Stockholder 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.
Stockholder may be eligible to obtain a refund of all or a portion of any tax
withheld if such shareowner 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. Stockholders 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.
14. ODD LOTS. As described in Section 1 of the Offer to Purchase, the Fund
will purchase Shares validly tendered and not properly withdrawn prior to the
Termination Date by any Stockholder who owns beneficially or of record an
aggregate of not more than 99 Shares (an "Odd Lot Holder"). This preference will
not be available unless the item captioned "Odd Lots" is completed.
9
PAYER'S NAME: PFPC INC.
- --------------------------------------------------------------------------------
SUBSTITUTE
FORM W-9
DEPARTMENT OF THE TREASURY
INTERNAL REVENUE SERVICE
PAYER'S REQUEST FOR
TAXPAYER IDENTIFICATION
NUMBER (TIN)
SIGN HERE
PART 1 -- PLEASE PROVIDE YOUR NAME AND TIN IN THE BOX AT RIGHT AND CERTIFY BY
SIGNING AND DATING BELOW.
- --------------------------------------------------------------------------------
PART 2 -- CERTIFICATION. Under penalty 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 (the "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, and
(3) I am a U.S. person (including a U.S. resident alien).
- --------------------------------------------------------------------------------
Name
- --------------------------------------------------------------------------------
Social Security Number
OR
- --------------------------------------------------------------------------------
Employer Identification Number
- --------------------------------------------------------------------------------
PART 3 --
[] Awaiting TIN
- --------------------------------------------------------------------------------
CERTIFICATE 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. 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 such item (2).
- --------------------------------------------------------------------------------
The Internal Revenue Service does not require your consent to any provision of
this document other than the certifications required to avoid 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. PLEASE REVIEW THE
ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON
SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART 3 OF
THE 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 (1) 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
(2) I intend to mail or deliver an application in the near future. I
understand that if I do not provide a taxpayer identification number by the
time of payment, 30% of all reportable payments made to me will be withheld.
Signature ________________________________ Date ____________________ , 20____
10
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. Employee 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.
- --------------------------------------------------------------------------------
For this type of account: Give the social security number of-
- --------------------------------------------------------------------------------
1. Individual The Individual
2. Two or more individuals The actual owner of the account
(joint account) or, if combined funds, the first individual
on the account(1)
3. Custodian account of a minor The minor(2)
(Uniform Gift to Minors Act)
4. a. The usual revocable savings The grantor-trustee(1)
trust account (grantor is also
trustee)
b. So-called trust account that The actual owner(1)
is not a legal or valid trust
under state law
5. Sole proprietorship The owner(3)
- --------------------------------------------------------------------------------
For this type of account: Give the employer identification number of-
- --------------------------------------------------------------------------------
6. Sole proprietorship The owner(3)
7. A valid trust, estate, or The legal entity(4)
pension trust
8. Corporate The corporation
9. Association, club, religious, The organization
charitable, educational, or
other tax-exempt organization
10. Partnership The partnership
11. A broker or registered nominee The broker or
nominee
12. Account with the Department The public entity
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
- --------------------------------------------------------------------------------
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 of
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.
- --------------------------------------------------------------------------------
OBTAINING A NUMBER
If you don't have a taxpayer identification number or you don't know your
number, obtain Form SS-5, Application for a Social Security Card, at the local
Social 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:
o An organization exempt from tax under Section 501(a), an individual
retirement account (IRA), or a custodial account under Section 403(b)(7), if
the account satisfies the requirements of Section 401(f)(2).
o The United States or a state thereof, the District of Columbia, a possession
of the United States, or a political subdivision or instrumentality of any
one or more of the foregoing.
o An international organization or any agency or instrumentality thereof.
o A foreign government and any political subdivision, agency or
instrumentality thereof.
PAYEES THAT MAY BE EXEMPT FROM BACKUP WITHHOLDING INCLUDE:
o A corporation.
o A financial institution.
o A dealer in securities or commodities required to register in the United
States, the District of Columbia, or a possession of the United States.
o A real estate investment trust.
o A common trust fund operated by a bank under Section 584(a).
o An entity registered at all times during the tax year under the Investment
Company Act of 1940.
o A middleman known in the investment community as a nominee or custodian.
o A futures commission merchant registered with the Commodity Futures Trading
Commission.
o A foreign central bank of issue.
o A trust exempt from tax under Section 664 or described in Section 4947.
PAYMENTS OF DIVIDENDS AND PATRONAGE DIVIDENDS GENERALLY EXEMPT FROM BACKUP
WITHHOLDING INCLUDE:
o Payments to nonresident aliens subject to withholding under Section 1441.
o Payments to partnerships not engaged in a trade or business in the United
States and that have at least one nonresident alien partner.
o Payments of patronage dividends not paid in money.
o Payments made by certain foreign organizations.
o Section 404(k) payments made by an ESOP
PAYMENTS OF INTEREST GENERALLY EXEMPT FROM BACKUP WITHHOLDING INCLUDE:
o 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.
o Payments of tax-exempt interest (including exempt-interest dividends under
Section 852).
o Payments described in Section 6049(b)(5) to nonresident aliens.
o Payments on tax-free covenant bonds under Section 1451.
o Payments made by certain foreign organizations.
o 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 the regulations under 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" IN PART II OF THE
FORM, SIGN AND DATE THE FORM, AND RETURN IT TO THE PAYER.
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 30% of taxable
interest, dividends, and certain other payments to a payee who does not furnish
a taxpayer identification number to 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
11
IMPORTANT: This Letter of Transmittal or a manually signed facsimile
thereof (together with certificates for Shares and all other required documents)
or the Notice of Guaranteed Delivery must be received by the Depositary prior to
11:59 p.m., New York City time, on March 15, 2002 (or if the offer is extended,
the expiration as extended), at the appropriate address set forth below:
The Depositary for the Offer is:
PFPC INC.
DEPOSITARY ADDRESSES:
BY FIRST CLASS MAIL: BY REGISTERED, CERTIFIED OR EXPRESS BY HAND:
MAIL OR OVERNIGHT COURIER:
PFPC Inc. PFPC Inc. Securities Transfer & Reporting
c/o EquiServe Trust Company, N.A. c/o Equiserve Trust Company, N.A. Services, Inc.
Attn: Corporate Actions Attn: Corporate Actions c/o Equiserve Trust Company, N.A.
P.O. Box 43025 40 Campanelli Drive 100 William Street
Providence, RI 02940-3025 Braintree, MA 02184 New York, NY 10038
Any questions or requests for assistance or additional copies of this
Letter of Transmittal, the Fund's Offer to Purchase, the Notice of Guaranteed
Delivery and other accompanying materials may be directed to the Information
Agent at its telephone number and location listed below. Stockholders may also
contact their broker, commercial bank or trust company or other nominee for
assistance concerning the Offer.
THE INFORMATION AGENT FOR THE OFFER IS:
GEORGESON SHAREHOLDER COMMUNICATIONS INC.
17 State Street
New York, New York 10004
Toll Free: 866-514-6804
or
Call Collect: 212-440-9800 (Attention: Artie Kenniff)
12