<PAGE>
Exhibit 99.(a)(1)(ii)
LETTER OF TRANSMITTAL
TO ACCOMPANY SHARES OF COMMON STOCK
OR ORDER TENDER OF UNCERTIFICATED SHARES OF
THE ASIA PACIFIC FUND, INC.
TENDERED PURSUANT TO THE OFFER
DATED NOVEMBER 10, 2000
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M.,
NEW YORK CITY TIME, ON DECEMBER 11, 2000, UNLESS THE OFFER IS EXTENDED.
The Depositary for the Offer is:
EQUISERVE TRUST COMPANY, N.A.
For Account Information Call:
Toll Free: 800-451-6788
By First Class Mail, By Overnight Courier, By Hand:
EQUISERVE TRUST COMPANY, N.A.
<TABLE>
<S> <C> <C>
By First Class Mail By Overnight Courier By Hand
EquiServe Trust Company, N.A. EquiServe Trust Company, N.A. Securities Transfer & Reporting
Attn: Corporate Actions Attn: Corporate Actions Services, Inc.
P.O. Box 9573 40 Campanelli Drive c/o EquiServe Trust Company, N.A.
Boston, MA 02205-9573 Braintree, MA 02184 100 William St., Galleria
New York, NY 10038
</TABLE>
<TABLE>
<CAPTION>
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DESCRIPTION OF SHARES TENDERED
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Name(s) and Address(es) of Registered Holder(s): Share(s) Tendered
(Please Fill In, if Blank, Exactly as Name(s) (Attach Additional Signed Schedule
Appear(s) on Certificate(s)) if Necessary)
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Total Number
of Shares Number of
Certificate Evidenced by Shares
Number(s)* Certificates Tendered**
-----------------------------------------
<S> <C> <C> <C>
-----------------------------------------
-----------------------------------------
-----------------------------------------
Dividend Reinvestment Shares Tendered
-----------------------------------------
Total Shares Tendered
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
* Need not be completed by Stockholders who tender Shares by book-entry
transfer.
** Unless a lesser number of Shares is indicated in this column, it will be
assumed that all Shares evidenced by any certificates delivered to the
Depositary are being tendered. See Instruction 4.
[_]CHECK HERE IF 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 PLAN. YES NO
Note: If the preceding box is not checked, any uncertificated Shares 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.
<PAGE>
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN THAT SHOWN 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 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, (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 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 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):
2
<PAGE>
NOTE: SIGNATURES MUST BE PROVIDED BELOW.
PLEASE READ THE ACCOMPANYING DOCUMENTS CAREFULLY.
Ladies and Gentlemen:
The undersigned hereby tenders to The 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 (the "Purchase Price"), equal to 90% 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 December 11, 2000, 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 November 10, 2000, receipt of which is hereby
acknowledged, and this Letter of Transmittal (which, together with any
amendments or supplements thereto, collectively constitute the "Offer"). The
"Termination Date" of the Offer is 5:00 p.m., New York City time, on December
11, 2000. 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.
3
<PAGE>
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.
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 Offer to Purchase 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 plan, which Shares may be tendered hereby.
4
<PAGE>
SPECIAL PAYMENT INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTION 8) (SEE INSTRUCTION 8)
To be completed ONLY if To be completed ONLY if
certificates for Shares not certificates for Shares not
tendered or not purchased are to be tendered or not purchased are to be
issued in the name of and sent to issued in the name of the
someone other than the undersigned. undersigned, but sent to someone
other than the undersigned or to
the undersigned at an address other
than that shown above.
Issue Certificate to:
Name ______________________________
(Please Print) Mail Certificate to:
Address ___________________________ Name ______________________________
(Please Print)
------------------------------------
Address ___________________________
------------------------------------
(City, State, Zip Code) ------------------------------------
------------------------------------ ------------------------------------
Complete Payer Substitute Form W-9 (City, State, Zip Code)
(Taxpayer Identification (Social
Security) Number)
5
<PAGE>
SIGN HERE
(IMPORTANT: COMPLETE AND SIGN THE SUBSTITUTE FORM W-9 HEREIN)
------------------------------------------------------------------------------
------------------------------------------------------------------------------
(Signature(s) of Stockholder(s))
Dated: , 2000
(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: , 2000
6
<PAGE>
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., a commercial bank, credit union, savings
association or trust company having an office, branch or agency in the United
States, or other entity that is a member in good standing of a stock transfer
association's approved medallion (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 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 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 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 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 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. 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.
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 that
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
7
<PAGE>
"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 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.
7. Tender of More Than 2,731,280 Shares. If more than 2,731,280 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.
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
8
<PAGE>
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, Shareholder Communications
Corporation (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 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).
11. Backup Withholding; Dividend Withholding for Foreign Stockholders. 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
set forth below in 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 Determining the Proper Taxpayer Identification Number to Give
the Payer," which immediately follow the Substitute Form W-9.
If backup withholding applies, the Depositary is required to withhold 31% 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, which may be credited against the
Stockholder's U.S. federal income tax liability or refunded to the Stockholder
by 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 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.
9
<PAGE>
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.
Any payments to a tendering Stockholder who is a nonresident alien
individual, a foreign trust, estate or corporation that does not hold his, her
or its shares in connection with a trade or business conducted in the United
States will be subject to U.S. federal dividend withholding tax at the rate of
30% (or such other reduced rate as applies under an applicable tax treaty). A
foreign Stockholder may be able to obtain a refund of such withholding tax from
the Internal Revenue Service if the payments are treated for U.S. federal
income tax purposes as the proceeds of a sale of the Shares.
A FOREIGN STOCKHOLDER SHOULD CONSULT HIS OR HER TAX ADVISOR AS TO HIS OR HER
QUALIFICATION FOR A REFUND AND/OR REDUCTION IN THE RATE OF THE DIVIDEND
WITHHOLDING TAX.
12. 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.
10
<PAGE>
SUBSTITUTE Name _____________________ Account number(s)
Form W-9 Address __________________ (OPTIONAL)
Department of
the --------------------------
Treasury, --------------------------
Internal
Revenue
Service --------------------------------------------------------
PART 1--PLEASE PROVIDE Social Security Number
YOUR TIN IN THE BOX AT or Employer
RIGHT AND CERTIFY BY Identification Number
SIGNING AND DATING
BELOW.
-----------------------
Payer's Request
for Taxpayer
Identification
--------------------------------------------------------
Number ("TIN")
and Certification PART 2--CERTIFICATION. Under penalties of perjury, 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 Interest 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, 31% 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 31% OF
ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER.
11
<PAGE>
Guidelines for Determining the Proper Taxpayer Identification Number to Give
the Payer. The taxpayer identification number for an individual is the
individual's Social Security number. Social Security numbers have nine digits
separated by two hyphens: e.g., 000-00-0000. The taxpayer identification number
for an entity is the entity's Employer Identification number. Employer
Identification numbers have nine digits separated by one hyphen: e.g., 00-
0000000. The table below will help determine the number to give the payer.
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Give the NAME and
For this type of SOCIAL SECURITY
account: number of--
-------------------------------------------
<S> <C>
1. Individual The individual
2. Two or more The actual owner of
individuals (joint the account or, if
account) combined funds, the
first individual on
the account (1)
3. Custodian account The minor(2)
of a minor
(Uniform Gift to
Minors Act)
4. a. The usual The grantor--
revocable savings trustee(1)
trust (grantor is
also trustee)
b. So-called trust The actual owner(1)
account that is
not a legal or
valid trust under
State law
5. Sole The owner(3)
proprietorship
</TABLE>
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Give the NAME and
EMPLOYER
For this type of IDENTIFICATION
account: number of--
---------------------------------------------
<S> <C>
6. A valid trust, The legal entity(4)
estate, or
pension trust
7. Corporate The corporation
8. Association, The organization
club, religious,
charitable,
educational or
other tax-exempt
organization
9. Partnership The partnership
10. A broker or The broker or nominee
registered
nominee
11. Account with the The public entity
Department of
Agriculture in
the name of a
public entity
(such as a state
or local
government,
school district,
or prison) that
receives
agricultural
program payments.
</TABLE>
--------------------------------------------------------------------------------
(1) List first and circle the name of the person whose number you furnish.
(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 SSN or the sole
proprietorship's EIN (if it has one).
(4) List first and circle the name of the legal trust, estate, or pension
trust. (Do not furnish the TIN 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 more than one name is listed, the number will
be considered to be that of the first name listed.
<PAGE>
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 December 11, 2000 (or if the offer is
extended, the expiration as extended), at the appropriate address set forth
below:
The Depositary for the Offer is:
EQUISERVE TRUST COMPANY, N.A.
For Account Information Call:
Toll Free: 800-451-6788
By First Class Mail, By Overnight Courier, By Hand:
EQUISERVE TRUST COMPANY, N.A.
<TABLE>
<S> <C> <C>
By First Class Mail By Overnight Courier By Hand
EquiServe Trust Company, N.A. EquiServe Trust Company, N.A. Securities Transfer & Reporting
Attn: Corporate Actions Attn: Corporate Actions Services, Inc.
P.O. Box 9573 40 Campanelli Drive c/o EquiServe Trust Company, N.A.
Boston, MA 02205-9573 Braintree, MA 02184 100 William St., Galleria
New York, NY 10038
</TABLE>
Any questions or requests for assistance or additional copies of this Letter
of Transmittal, the 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, dealer, commercial bank or trust company or other nominee for
assistance concerning the Offer.
The Information Agent for the Offer is:
SHAREHOLDER COMMUNICATIONS CORPORATION
17 State Street--10th Floor
New York, NY 10004
Toll Free: 1-800-223-2064
or
Call Collect: 212-440-9800
