LETTER OF TRANSMITTAL
To Accompany Shares of Common Stock
or Order Tender of Uncertificated Shares of
MORGAN STANLEY ASIA-PACIFIC FUND, INC.
Tendered Pursuant to the Offer
Dated April 15, 2002
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M.,
NEW YORK CITY TIME, ON MAY 17, 2002, UNLESS THE OFFER IS EXTENDED.
The Depositary for the Offer is:
AMERICAN STOCK TRANSFER AND TRUST COMPANY
Facsimile Copy Number: 718-234-5001
Confirm by Telephone: 718-921-8200
For Account Information Call:
Toll Free: 800-937-5449
or
718-921-8200
By First Class Mail, By Overnight Courier, By Hand:
American Stock Transfer and Trust Company
59 Maiden Lane
New York, New York 10038
DESCRIPTION OF
SHARES TENDERED
- -----------------------------------------------------------------------------------------
Name(s) and
Address(es) of
Registered
Holder(s): (Please
fill in, if
blank) Share(s) Tendered (Attach additional signed schedule if necessary)
- -----------------------------------------------------------------------------------------
Total Number of
Certificate Shares Represented Number of Shares
Number(s)* by Certificates Tendered**
---------------------------------------------------------------------
---------------------------------------------------------------------
---------------------------------------------------------------------
---------------------------------------------------------------------
Total Shares Tendered
---------------------------------------------------------------------
Total Shares Owned XXXXXXXX
---------------------------------------------------------------------
% Tendered of
Total Owned XXXXXXXX
- ----------------------------------------------------------------------------------------
* 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 4.
THE UNDERSIGNED TENDERS 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 AND CASH PURCHASE 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 and cash purchase plan
will not be tendered.
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN THAT SHOWN ABOVE OR
TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE NUMBER OTHER THAN THAT LISTED
ABOVE DOES NOT CONSTITUTE A VALID DELIVERY. THE INSTRUCTIONS ACCOMPANYING THIS
LETTER 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, 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
and cash purchase 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 Issuer Tender Offer Statement. 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 and cash purchase 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 5:00 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 Issuer Tender Offer Statement. 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 which Guaranteed Delivery:
------------------------------------------
Account Number (if delivered by book-entry transfer):
-------------------------------------
2
NOTE: SIGNATURES MUST BE PROVIDED BELOW.
PLEASE READ THE ACCOMPANYING DOCUMENTS AND INSTRUCTIONS CAREFULLY.
Ladies and Gentlemen:
The undersigned hereby tenders to Morgan Stanley Asia-Pacific Fund, Inc., a
Maryland corporation (the "Fund"), the shares of the Fund's Common Stock, $0.01
par value per share (the "Shares") described below, at a price per share, net
to the seller in cash, at a price (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 May 17, 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 Issuer Tender Offer Statement, dated April 15, 2002,
receipt of which is hereby acknowledged, and in this Letter of Transmittal
(which together with the Fund's Issuer Tender Offer Statement constitute the
"Offer"). The "Termination Date" of the Offer is 5:00 p.m., New York City time,
on May 17, 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 Issuer Tender Offer Statement. After the Termination Date, tenders made
pursuant to the Fund's Issuer Tender Offer Statement will be irrevocable.
3
ODD LOTS
(SEE INSTRUCTION 12)
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.
SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS
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 Issuer Tender Offer Statement and 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 and cash
purchase plan which may be tendered hereby.
- --------------------------------------------------------- --------------------------------------------------------
SPECIAL PAYMENT INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 5, 6 and 7) (See Instructions 5, 6 and 7)
To be completed ONLY if certificates for Shares not To be completed ONLY if certificates for Shares not
tendered or not purchased are to be issued in the name tendered or not purchased are to be issued in the name
of and sent to someone other than the undersigned. of the undersigned, but sent to someone other than the
undersigned or to the undersigned at an address other
Issue Certificate to: than that shown above.
Name Mail Certificate to:
- ---------------------------------
(Please Print) Name
Address ----------------------------------
- ------------------------------- (Please Print)
- ------------------------------- Address
(City, State, Zip Code) --------------------------------
Complete Payer Substitute Form W-9 -------------------------------------
(City, State, Zip Code)
-------------------------------
(Taxpayer Identification (Social Security) Number)
- --------------------------------------------------------- --------------------------------------------------------
4
SIGN HERE
(Important: Complete and Sign the Substitute Form W-9 Herein)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(Signatures of Stockholder(s))
Dated: ________________ , 2002
(This form 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 or
Social Security Number ________________________________________________________
GUARANTEE OF SIGNATURE(S)
(See Instructions 1 and 5)
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 Repurchase 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 5.
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 Fund's
transfer agent pursuant to the Fund's dividend reinvestment and cash purchase
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 Issuer Tender Offer Statement.
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 guarantee and 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 Issuer Tender Offer Statement. 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 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 Tendering
Shares," of the Fund's Issuer Tender Offer Statement.
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 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.
No alternative, conditional or contingent tenders will be accepted, except
as may be permitted in the Fund's Issuer Tender Offer Statement. 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. 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.
6
4. 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 Repurchase Request Deadline. All Shares represented by certificates listed
and delivered to the Depositary are deemed to have been tendered unless
otherwise indicated.
5. 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.
6. Stock Transfer Taxes. Except as set forth in this Instruction 6, 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 to
Repurchase. If, however, payment of the repurchase price is to be made to, or
(in the circumstances permitted by the Fund's Issuer Tender Offer Statement) 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.
7. Tender of More Than 6,361,598 Shares. If more than 6,361,598 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, 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
8. 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.
9. 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, Georgeson Shareholder
Communications Inc. (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.
10. Requests for Assistance and Additional Copies. Requests for assistance
should be directed to, and additional copies of the Fund's Issuer Tender Offer
Statement, 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 (Form W-8BEN).
11. 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.
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 executed Certificate of Foreign Status (Form W-8BEN), signed under
penalties of perjury, attesting to that person's exempt status. Generally, a
foreign person will be able to avoid backup withholding with respect to
payments that are considered made in exchange for tendered Shares only if such
person (1) is a nonresident alien individual or a foreign corporation,
partnership, estate or trust, (2) has not been and does not plan to be present
in the United States for a total of 183 days or more during the calendar year,
and (3) is neither engaged, nor plans to be engaged during the year, in a
United States trade or business that has effectively connected gains from
transactions with a broker or barter exchange. Somewhat different requirements
apply in the case of foreign persons covered by tax treaties.
A STOCKHOLDER SHOULD CONSULT HIS OR HER TAX ADVISER 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.
12. Odd Lots. As described in Section 1 of the Offer, 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
Name _______ Account number(s) (optional)
SUBSTITUTE Address ____
Form W-9 ------------------------------
-------------------------------------------------------------------------------------------------
Department of the Part 1--PLEASE Social Security Number or
Treasury PROVIDE YOUR Employer Identification Number
Internal Revenue Service TIN IN THE BOX
AT RIGHT AND
Payor's Request for Taxpayer CERTIFY BY
Identification Number ("TIN") SIGNING AND
and Certification DATING BELOW.
-------------------------------------------------------------------------------------------------
Part 2--CERTIFICATION. Under penalties of prejury, I certify
that:
1. The number shown on this form is my correct TIN (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 ("IRS") that I am
subject to backup withholding as a result of failure to
report all interest or dividends or (c) the IRS has
notified me that I am no longer subject to backup
withholding.
Certification Instruction.--You must cross out item 2 above
if you have been notified by the IRS that you are currently
subject to backup withholding because you failed to report
all interest and dividends on your tax return.
Signature ______________________________________ Date __________________________________________
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU DO NOT HAVE
A TAXPAYER IDENTIFICATION NUMBER
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify, under penalties of perjury, that a TIN has not been issued to me
and either (a) I have mailed or delivered an application to receive a TIN to
the appropriate IRS Center or Social Security Administration Office or (b) I
intend to mail or deliver such an application in the near future. I understand
that if I do not provide a TIN within sixty (60) days, 30% of all reportable
payments made to me thereafter will be withheld until I provide a TIN.
______________________________________ _____________________
Signature Date
NOTE: FAILURE TO COMPLETE THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF 30% OF
ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER.
10
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 5:00 p.m., New York City time, on May 17, 2002, at the
appropriate address set forth below:
The Depositary:
AMERICAN STOCK TRANSFER AND TRUST COMPANY
Facsimile Copy Number: 718-234-5001
Confirm by Telephone: 718-921-8200
For Account Information Call:
Toll Free: 800-937-5449
or
718-921-8200
By First Class Mail, By Overnight Courier, By Hand:
American Stock Transfer and Trust Company
59 Maiden Lane
New York, New York 10038
Any questions or requests for assistance or additional copies of this Letter
of Transmittal, the Fund's Issuer Tender Offer Statement, 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, dealer, commercial bank or trust
company or other nominee for assistance concerning the Offer.
The Information Agent for the Repurchase Offer is:
GEORGESON SHAREHOLDER COMMUNICATIONS INC.
17 State Street
New York, New York 10004
Toll Free: 866-761-0259