<PAGE>
Exhibit (a)(1)(ii)
LETTER OF TRANSMITTAL
To Accompany Shares of Common Stock
or Order Tender of Uncertificated Shares of
THE INDIA GROWTH FUND INC.
Tendered Pursuant to the Offer
Dated January 16, 2001
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY
TIME, ON FEBRUARY 16, 2001, UNLESS THE OFFER IS EXTENDED.
---------------
The Depositary for the Offer is:
PFPC INC.
Depositary Addresses:
By First Class Mail: By Registered, Certified By Hand:
or Express Mail or
Overnight Courier:
PFPC Inc. PFPC Inc. Securities Transfer &
c/o EquiServe Trust c/o Equiserve Trust Reporting
Company, N.A. Company, N.A. Services, Inc.
Attn: Corporate Actions Attn: Corporate Actions c/o Equiserve Trust
P.O. Box 43025 40 Campanelli Drive Company, N.A.
Providence, R.I 02940- Braintree, MA 02184 100 William Street
3025 New York, NY 10038
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN THOSE SHOWN ABOVE
DOES NOT CONSTITUTE A VALID DELIVERY. THE INSTRUCTIONS ACCOMPANYING THIS
LETTER SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS
COMPLETED.
DESCRIPTION OF SHARES TENDERED
-------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Name(s) and Address(es) of
Registered Holder(s): Share(s) Tendered***
(Please fill in, if blank) (Attach additional signed schedule if necessary)
---------------------------------------------------------------------------------
Total Number of
Certificate Shares Represented Number of Shares
Number(s) * by Certificates Tendered**
-----------------------------------------------------
<S> <C> <C> <C>
<CAPTION>
-----------------------------------------------------
-----------------------------------------------------
-----------------------------------------------------
<S> <C> <C> <C>
Total Shares
Tendered
</TABLE>
-------------------------------------------------------------------------------
* 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 and cash purchase 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.
<PAGE>
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): _____________________
NOTE: SIGNATURES MUST BE PROVIDED BELOW.
PLEASE READ THE ACCOMPANYING DOCUMENTS CAREFULLY.
2
<PAGE>
Ladies and Gentlemen:
The undersigned hereby tenders to The India Growth 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 (the
"Purchase Price") equal to 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
February 16, 2001, 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 January 16, 2001, 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 February 16, 2001. 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 for payment of 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.
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.
3
<PAGE>
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 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.
4
<PAGE>
SPECIAL PAYMENT INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 6, 7 and 8) (See Instructions 6, 7 and 8)
To be completed ONLY if certifi- To be completed ONLY if certifi-
cates for Shares not tendered or cates for Shares not tendered or
not purchased are to be issued in not purchased are to be issued in
the name of and sent to someone the name of the undersigned, but
other than the undersigned. sent to someone other than the
undersigned or to the undersigned
Issue Certificate to: at an address other than that
shown above.
Name _____________________________
(Please Print) Mail Certificate to:
Address __________________________ Name _____________________________
(Please Print)
__________________________________
(City, State, Zip Code) Address __________________________
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)
___________________________________________________________________________
___________________________________________________________________________
(Signatures of Stockholder(s))
Dated: ______________________
(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: ______________________
6
<PAGE>
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 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 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 with any required
signature guarantees, 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, 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, waive any right to
receive any notice of the acceptance for payment of Shares.
7
<PAGE>
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
indicated 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.
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 Repurchase Request Deadline. 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 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
8
<PAGE>
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 3,932,245 Shares. If more than 3,932,245 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 Issuer Tender Offer Statement, 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.
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 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-8).
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.
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 for which a refund may be obtained by the
Stockholder from the Internal Revenue Service.
9
<PAGE>
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-8), 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 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. 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.
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. 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.
Name __________________________
-----------------
SUBSTITUTE Address _______________________ Account number(s)
(optional)
Form W-9
_______________________________
Department of -----------------
the Treasury ________________________________ Social security
Internal number
Revenue Service
Part 1--PLEASE PROVIDE YOUR OR
TIN IN THE BOX AT RIGHT AND
CERTIFY BY SIGNING AND DATING
BELOW.
Payer's Request for -----------------
Taxpayer Employer
Identification Number identification
("TIN") and number
Certification
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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 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.
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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 ________
10
<PAGE>
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.
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_____________________________________ _____________________________
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.
IMPORTANT: This Letter of Transmittal (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 February
16, 2001, at the appropriate address set forth below:
The Depositary for the Offer is:
PFPC INC.
Depositary Addresses:
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By First Class Mail: By Registered, Certified By Hand:
or Express Mail or
Overnight Courier:
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PFPC Inc. PFPC Inc. Securities Transfer &
c/o EquiServe Trust c/o Equiserve Trust Reporting
Company, N.A. Company, N.A. Services, Inc.
Attn: Corporate Actions Attn: Corporate Actions c/o Equiserve Trust
P.O. Box 43025 40 Campanelli Drive Company, N.A.
Providence, RI 02940-3025 Braintree, MA 02184 100 William Street
New York, NY 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: 888-682-7298
or
Call Collect: 212-440-9800
