EXHIBIT (A)(5)
Form of Letter to Clients of Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees
Regarding the Offer by
THE ITALY FUND INC.
To Purchase for Cash 1,691,573 of Its Issued and Outstanding
Shares at 95% of Net Asset Value Per Share
To Our Clients:
Pursuant to your request, enclosed for your consideration are the Offer to
Purchase dated June 20, 2001 of The Italy Fund Inc. (the "Fund") and the
related Letter of Transmittal pursuant to which the Fund is offering to
purchase 1,691,573 shares of its issued and outstanding common stock, par value
$0.01 per share (the "Shares"), for cash at a price equal to 95% of their net
asset value ("NAV") determined as of the close of the regular trading session
of the New York Stock Exchange ("NYSE") on July 20, 2001, upon the terms and
subject to the conditions set forth in the Offer to Purchase dated June 20,
2001 and the related Letter of Transmittal (which together with any amendments
or supplements thereto collectively constitute the "Offer"). THE OFFER EXPIRES
AT 12:00 MIDNIGHT EASTERN TIME ON JULY 19, 2001, UNLESS EXTENDED (THE
"EXPIRATION DATE"). If the Offer is extended beyond July 19, 2001, the purchase
price for Shares will be 95% of their NAV determined as of the close of the
regular trading session of the NYSE on the next business day after the new
Expiration Date, as extended.
The Offer is being made to fulfill an undertaking made in connection with
the initial public offering of the Shares. Information regarding this
undertaking, as well as information regarding possible future tender offers by
the Fund, is set forth in the Offer to Purchase.
The Offer to Purchase and the Letter of Transmittal are being forwarded to
you as the beneficial owner of Shares held by us for your account but not
registered in your name. We are sending you the Letter of Transmittal for your
information only; you cannot use it to tender Shares we hold for your account.
A tender of such Shares can be made only by us as the holder of record and only
pursuant to your instructions.
Your attention is called to the following:
1. Unless extended, the Offer expires at 12:00 Midnight Eastern Time on
July 19, 2001 and withdrawal rights expire at 12:00 Midnight Eastern Time on
July 19, 2001.
2. The Offer is subject to certain conditions set forth in the Offer to
Purchase. Under certain circumstances, the Fund will not be required to
accept for payment, purchase or pay for any Shares tendered, and the Fund
may also amend, extend or terminate the Offer.
3. If more than 1,691,573 Shares are duly tendered (and not timely
withdrawn), the Fund will purchase Shares from tendering shareholders, in
accordance with the terms and subject to the 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 shareholder
during the period the Offer is open and not timely withdrawn), unless the
Fund determines not to purchase any Shares.
IF YOU WISH TO HAVE US TENDER YOUR SHARES, PLEASE SO INSTRUCT US BY
COMPLETING, EXECUTING AND RETURNING TO US THE INSTRUCTION FORM ON THE REVERSE
SIDE HEREOF. YOUR INSTRUCTIONS SHOULD BE FORWARDED TO US IN AMPLE TIME TO
PERMIT US TO SUBMIT A TENDER ON YOUR BEHALF ON OR BEFORE THE EXPIRATION OF THE
OFFER. THE OFFER EXPIRES AT 12:00 MIDNIGHT EASTERN TIME ON JULY 19, 2001,
UNLESS EXTENDED.
The Offer is not being made to (nor will tenders be accepted from or on
behalf of) holders of Shares in any jurisdiction in which the Offer or its
acceptance would violate the laws of such jurisdiction. In any jurisdiction
where the securities, blue sky or other laws require the Offer to be made by a
licensed broker or dealer, the Offer shall be deemed to be made on behalf of
the Fund by one or more registered brokers or dealers licensed under the laws
of that jurisdiction.
Very truly yours,
The Italy Fund Inc.
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