LETTER OF TRANSMITTAL
TO ACCOMPANY SHARES OF COMMON STOCK
OF
THE KOREA FUND, INC.
TENDERED PURSUANT TO THE OFFER TO PURCHASE
DATED JANUARY 19, 2006
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT,
EASTERN TIME, ON FEBRUARY 16, 2006, UNLESS THE OFFER IS EXTENDED.
The Depositary for the Offer is:
THE COLBENT CORPORATION
<Table>
By Registered, Certified or
By First Class Mail: Express Mail or Overnight Courier: By Hand:
The Colbent Corporation The Colbent Corporation The Colbent Corporation
Attn: Corporate Actions Attn: Corporate Actions Attn: Corporate Actions
POB 859208 161 Bay State Drive 161 Bay State Drive
Braintree, MA 02185-9208 Braintree, MA 02184 Braintree, MA 02184
</Table>
To Confirm Receipt of Notice of Guaranteed Delivery:
Fax #: (781) 380-3388
Fax confirmation #: (781) 843-1833 ext. 200
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS, OR TRANSMISSION OF
INSTRUCTIONS VIA A FACSIMILE NUMBER, OTHER THAN THOSE SHOWN ABOVE DOES NOT
CONSTITUTE A VALID DELIVERY. YOU MUST SIGN THIS LETTER OF TRANSMITTAL IN THE
APPROPRIATE SPACE PROVIDED AND COMPLETE THE SUBSTITUTE W-9 SET FORTH BELOW (OR,
IN THE CASE OF A NON-U.S. PERSON, THE APPROPRIATE TYPE OF FORM W-8). THE
INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY
BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.
<Table>
<Caption>
- ---------------------------------------------------------------------------------------------------------------------------------
DESCRIPTION OF SHARES TENDERED
- ---------------------------------------------------------------------------------------------------------------------------------
NAME(S) & ADDRESS(ES) OF REGISTERED HOLDER(S)
(PLEASE FILL IN, IF BLANK, EXACTLY AS SHARE(S) TENDERED (***)
NAME(S) APPEAR(S) ON SHARE CERTIFICATE(S)) (PLEASE ATTACH ADDITIONAL LIST IF NECESSARY)
- ---------------------------------------------------------------------------------------------------------------------------------
TOTAL NUMBER
OF SHARES
SHARE REPRESENTED BY NUMBER OF
CERTIFICATE SHARE SHARES
NUMBER(S)(*) CERTIFICATE(S)(*) TENDERED(**)
--------------------------------------------------------------------
---------------------------------------------------------------
---------------------------------------------------------------
---------------------------------------------------------------
---------------------------------------------------------------
TOTAL SHARES
TENDERED
- ---------------------------------------------------------------------------------------------------------------------------------
* NEED NOT BE COMPLETED BY SHAREHOLDERS 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.
*** IN THE SHARES BEING TENDERED ARE SHARES HELD BY THE TRANSFER AGENT PURSUANT TO THE FUND'S DIVIDEND REINVESTMENT PLAN,
SHAREHOLDERS SHOULD SO INDICATE ON PAGE 3.
- ---------------------------------------------------------------------------------------------------------------------------------
</Table>
[ ] 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.
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 SHAREHOLDER,
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 SHAREHOLDER HAS THE RESPONSIBILITY TO CAUSE THE LETTER OF TRANSMITTAL,
CERTIFICATES AND ANY OTHER DOCUMENTS TO BE TIMELY DELIVERED. TIMELY DELIVERY IS
A CONDITION PRECEDENT TO ACCEPTANCE OF SHARES FOR PURCHASE PURSUANT TO THE OFFER
AND TO TRANSFER OF THE PURCHASE PRICE (AS DEFINED BELOW) TO PARTICIPATING
SHAREHOLDERS.
This Letter of Transmittal is to be used: (a) if certificates for Shares
(as defined below) are to be forwarded herewith; or (b) if uncertificated Shares
held by the Fund's transfer agent pursuant to the Fund's Dividend Reinvestment
Plan are to be tendered; or (c) if tenders are to be made by book-entry transfer
to any of the accounts maintained by the Depositary at Depository Trust Company
("DTC" or the "Book-Entry Transfer Facility") pursuant to the procedure set
forth in Section 4, "Procedures for Tendering Shares," of the Fund's Offer to
Purchase dated January 19, 2006 (the "Offer to Purchase"). Shareholders whose
certificates are not immediately available or who cannot deliver certificates
for Shares (other than uncertified Shares held by the Fund's transfer agent
pursuant to the Fund's Dividend Reinvestment Plan) or deliver confirmation of
the book-entry transfer of their Shares into the Depositary's account at the
Book-Entry Transfer Facility and all other documents required hereby to the
Depositary prior to 12:00, midnight, Eastern time, on the Expiration Date may
nevertheless tender their Shares according to the guaranteed delivery procedures
set forth in Section 4, "Procedures for Tendering Shares," of the Offer to
Purchase. (See Instruction 2 below.) DELIVERY OF DOCUMENTS TO THE BOOK-ENTRY
TRANSFER FACILITY DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY.
2
[ ] CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER
MADE TO THE ACCOUNT MAINTAINED BY THE DEPOSITARY WITH THE BOOK-ENTRY
TRANSFER FACILITY AND COMPLETE THE FOLLOWING:
Name of Tendering Institution:
- --------------------------------------------------------------------------------
Account Number:
- --------------------------------------------------------------------------------
Transaction Code Number:
- --------------------------------------------------------------------------------
If the tendered shares are being tendered by a nominee holder on behalf of
its customers, please state the number of customer accounts for whose
benefit the tender is made:
--------------------
[ ] CHECK HERE IF CERTIFICATES FOR TENDERED SHARES ARE BEING DELIVERED PURSUANT
TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND
COMPLETE THE FOLLOWING:
Name(s) of Registered Owner(s):
- --------------------------------------------------------------------------------
Date of Execution of Notice of Guaranteed Delivery:
- --------------------------------------------------------------------------------
Name of Institution That Guaranteed Delivery:
- --------------------------------------------------------------------------------
Account Number (if delivered by book-entry transfer):
- --------------------------------------------------------------------------------
NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
3
Ladies and Gentlemen:
The undersigned hereby tenders to The Korea Fund, Inc., a non-diversified,
closed-end management investment company incorporated under the laws of the
state of Maryland (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 98% of the net asset value in U.S. dollars per Share
as of the close of the regular trading session of the New York Stock Exchange on
the business day after the Expiration Date, upon the terms and subject to the
conditions set forth in the Offer to Purchase, receipt of which is hereby
acknowledged, and in this Letter of Transmittal (which together with the Offer
to Purchase constitute the "Offer"). The "Expiration Date" of the Offer is
February 16, 2006, unless the Fund, in its sole discretion, shall have extended
the period the Offer is open, in which case "Expiration Date" shall mean the
last 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
12:00 midnight, Eastern Time, on the Expiration 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 issued
or issuable with respect to such Shares on or after the Expiration Date) or
transfer ownership of such Shares (and any 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 issued or issuable with
respect to such Shares on or after the Expiration Date) 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 issued or issuable with
respect to such Shares on or after the Expiration Date), 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 Expiration 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 Expiration 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
12:00 midnight, Eastern time, on the Expiration Date in accordance with Section
5, "Withdrawal Rights," of the Offer to Purchase. After 12:00 midnight, Eastern
time, on the Expiration Date, tenders made pursuant to the Offer will be
irrevocable except as provided in the Offer to Purchase.
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 you do not check either of the boxes above, uncertificated Shares, if
any, held in the name of the registered holder(s) by the Fund's transfer agent
pursuant to the Fund's Dividend Reinvestment Plan will not be tendered.
4
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 4, "Procedures 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," the
undersigned requests: (a) the return of 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"; (b) unless otherwise indicated under "Special Delivery Instructions,"
the return of 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"; and (c)
in the event that either the Special Delivery Instructions or the Special
Payment Instructions are completed, the return of 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 may be tendered hereby.
5
SPECIAL PAYMENT INSTRUCTIONS
(SEE INSTRUCTIONS 6, 7 AND 8)
To be completed ONLY if certificates for Shares not tendered or not purchased
are to be issued in the name of and sent to someone other than the undersigned.
Issue Certificate to:
Name
- --------------------------------------------------------------------------------
(PLEASE PRINT)
Address:
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(CITY, STATE, ZIP CODE)
Complete Payer Substitute Form W-9 or appropriate type of Form W-8
- --------------------------------------------------------------------------------
(TAXPAYER IDENTIFICATION (SOCIAL SECURITY) NUMBER)
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 6, 7 AND 8)
To be completed ONLY if certificates for Shares not tendered or not purchased
are to be issued in the name of the undersigned, but sent to someone other than
the undersigned or to the undersigned at an address other than that shown above.
Mail Certificate to:
Name
- --------------------------------------------------------------------------------
(PLEASE PRINT)
Address:
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(CITY, STATE, ZIP CODE)
6
SIGN HERE
(IMPORTANT: COMPLETE AND SIGN THE SUBSTITUTE FORM W-9 HEREIN)
- --------------------------------------------------------------------------------
(SIGNATURE(S) OF SHAREHOLDER(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: ------------------------------
7
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. SIGNATURE GUARANTEES. No signature guarantee on this Letter of
Transmittal is required if: (a) this Letter of Transmittal is signed by the
registered holder(s) of the Shares (including, for purposes of this document,
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(s) has completed either the box entitled "Special Delivery Instructions"
or the box entitled "Special Payment Instructions" herein; or (b) the Shares
tendered are tendered for the account of a firm (an "Eligible Institution")
which is a broker, dealer, commercial bank, credit union, savings association or
other entity and which is a member in good standing of a stock transfer
association's approved medallion program (such as STAMP, SEMP or MSP). 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 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 4, "Procedures 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 with any required signature guarantees, and all 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 12:00 midnight, Eastern time, on the
Expiration Date. Shareholders whose certificates are not immediately available
or who cannot deliver Shares and all other required documents to the Depositary
prior to 12:00 midnight, Eastern time, on the Expiration Date, or whose Shares
cannot be delivered on a timely basis pursuant to the procedures for book-entry
transfer prior to the Expiration 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
12:00 midnight, Eastern time, on the Expiration Date, and by otherwise complying
with the guaranteed delivery procedures set forth in Section 4, "Procedures 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, and all other documents required by this Letter of
Transmittal must be received by the Depositary prior to 5:00 p.m. Eastern time,
on the third NYSE trading day after the date of receipt by the Depositary of a
properly completed and duly executed Notice of Guaranteed Delivery, all as
provided in Section 4, "Procedures for Tendering Shares," of the Offer to
Purchase.
THE METHOD OF DELIVERY OF ANY DOCUMENTS, INCLUDING SHARE CERTIFICATES, THIS
LETTER OF TRANSMITTAL, AND ANY OTHER REQUIRED DOCUMENTS, IS AT THE OPTION AND
SOLE RISK OF THE TENDERING SHAREHOLDER. IF DOCUMENTS ARE SENT BY MAIL,
REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED.
Shareholders have the responsibility to cause: (a) tender of their Shares (in
proper certificated or uncertificated form); (b) the timely delivery of a
properly completed Letter of Transmittal (or a copy or facsimile thereof)
(including original signature(s) and the original of any required signature
guarantee(s)); and (c) the timely delivery of all other documents required by
the Letter of Transmittal. Timely delivery is a condition precedent to
acceptance of Shares for purchase and payment pursuant to the Offer.
No alternative, conditional or contingent tenders will be accepted. All
tendering shareholders, by execution of this Letter of Transmittal, waive any
right to receive any notice of the acceptance for payment of Shares.
3. LOST CERTIFICATES. In the event that any shareholder 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
shareholder should also contact Scudder Investments Service Company, the Fund's
transfer agent (the "Transfer Agent"), at (800) 294-4366, to report the lost or
destroyed securities. The Transfer Agent will forward additional documentation
which such shareholder 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 or
8
destroyed certificates will be processed only after such documentation has been
submitted to and approved by the Transfer Agent.
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 shareholders
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 Purchase 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 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. 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 and
deduct a corresponding amount from the purchase price paid to the participating
shareholder tendering such Shares. If tendered Shares are registered in the name
of any person other than the person signing the Letter of Transmittal, the
amount of any such transfer taxes (whether imposed on the registered owner or
such other person) payable on account of the transfer to such person of such
Shares will also 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 2,996,371 SHARES. If more than 2,996,371 Shares are
duly tendered pursuant to the Offer (and not withdrawn as provided in Section 5,
"Withdrawal Rights," of the Offer to Purchase), the Fund, subject to the
conditions listed in Section 3, "Certain Conditions of the Offer," of the Offer
to Purchase, will purchase Shares from tendering shareholders, in accordance
with the terms and conditions specified in the Offer to Purchase, on a pro rata
basis (disregarding fractions), based upon the number of Shares duly tendered by
or on behalf of each shareholder (and not timely withdrawn); provided, that the
Fund will exclude from such pro rata reduction and will accept all Shares duly
tendered by any shareholder who owns, beneficially or of record, an aggregate of
not more than 99 Shares and who
9
properly tenders all such Shares by means of the Letter of Transmittal.
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 shareholder. The Fund does not intend
to increase the number of Shares it will purchase, even if more than 2,996,371
Shares are tendered by all shareholders in the aggregate.
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. DETERMINATIONS OF VALIDITY. All questions as to the validity, form,
eligibility (including time of receipt) and acceptance of tenders 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 determined not to be in proper form to refuse to accept for payment,
purchase, or pay for, any Shares, if, in the opinion of the Fund's counsel,
accepting, purchasing or paying for such shares would 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 any tender, whether generally
or with respect to any particular Share(s) or shareholder(s). 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 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 shareholders, upon
request, with a Certificate of Foreign Status (Form W-8BEN or other appropriate
type of Form W-8).
12. BACKUP WITHHOLDING. Each participating U.S. shareholder must provide
the Depositary with the shareholder'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 shareholder 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 shareholder may be subject to a $50 penalty imposed
by the Internal Revenue Code in addition to being subject to backup withholding.
Certain shareholders (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 shareholder
must submit a properly executed Certificate of Foreign Status (Form W-8BEN or
other appropriate type of Form W-8 along with any required attachment, if any),
signed under penalties of perjury, attesting to that person's exempt status.
Copies of Form W-8BEN are provided with the Letter of Transmittal for Non-U.S.
Shareholders. Other types of Form W-8 can be found on the Internal Revenue
Service website at www.irs.gov/formspubs/index.html. 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: (a) is
neither a citizen nor a resident of the United States; (b) 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 (c) is not and
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 or, if an income tax treaty applies and so provides, the gain on the
sale is not attributable to a U.S. permanent establishment maintained by such
person.
If backup withholding applies, the Depositary is required to withhold 28%
of any payment made to the shareholder with respect to shares purchased pursuant
to the Offer. Backup withholding is not an additional tax. Rather, the amount of
the backup withholding can be credited against the U.S. federal income tax
liability of persons subject to backup withholding provided that the required
information is given to the Internal Revenue Service. If backup withholding
results in an overpayment of the tax, a refund generally may be obtained by the
shareholder upon filing an income tax return with the Internal Revenue Service.
10
A SHAREHOLDER 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.
Shareholders 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 Internal Revenue Service Form W-9.
13. ODD LOTS. As described in Section 1, "Price; Number of Shares," of the
Offer to Purchase, the Fund will purchase Shares validly tendered and not
properly withdrawn prior to the Expiration Date by any shareholder who owns
beneficially or of record an aggregate of not more than 99 Shares and who
tenders all such Shares by means of this Letter of Transmittal. This preference
will not be available unless the item captioned "Odd Lots" is completed.
11
<Table>
SUBSTITUTE Name: ----------------------------------
FORM W-9 Account Number(s)
(OPTIONAL) -------------------------------------- (optional)
Address: ----------------------------------
DEPARTMENT OF THE TREASURY ------------------------------------- Social Security Number
INTERNAL REVENUE SERVICE ---------------------------------- OR----------------------------------
PAYER'S REQUEST FOR ---------------------------------- Employer Identification Number
TAXPAYER IDENTIFICATION PART 1 -- PLEASE PROVIDE YOUR TIN IN
NUMBER ("TIN") AND THE BOX AT RIGHT AND CERTIFY BY If awaiting TIN, check box [ ]
CERTIFICATION SIGNING AND DATING BELOW
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 a failure to
report all interest or dividends or (c) the IRS has notified me that I am no
longer subject to backup withholding, and
3. I am a U.S. person (including a U.S. resident alien).
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: ----------
</Table>
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU DO NOT HAVE A TAXPAYER
IDENTIFICATION NUMBER BUT HAVE APPLIED OR WILL APPLY FOR A TAXPAYER
IDENTIFICATION NUMBER AND HAVE NOT YET RECEIVED IT.
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 to deliver such an application in the near future. I understand that if
I do not provide a TIN within 60 days, 28% of all reportable payments made to me
thereafter will be withheld until I provide a TIN.
<Table>
- ----------------------------------------------- -----------------------------------------------
SIGNATURE DATE
</Table>
NOTE: FAILURE TO COMPLETE THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF 28% 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 12:00 midnight, Eastern time, on the
Expiration Date at the appropriate address set forth below:
<Table>
The Depositary for the Offer is:
THE COLBENT CORPORATION
By Registered, Certified or
Express Mail or
By First Class Mail: Overnight Courier: By Hand:
The Colbent Corporation The Colbent Corporation The Colbent Corporation
Attn: Corporate Actions Attn: Corporate Actions Attn: Corporate Actions
POB 859208 161 Bay State Drive 161 Bay State Drive
Braintree, MA 02185-9208 Braintree, MA 02184 Braintree, MA 02184
</Table>
Questions or requests for assistance or for 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
address and telephone number set forth below. Shareholders 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:
GEORGESON SHAREHOLDER COMMUNICATIONS INC.
17 State Street
New York, NY 10004
Toll Free: (800) 843-0369
Call Collect: (212) 440-9800