exa1btoi04197056_03252014.htm

Exhibit (a)(1)(B)

LETTER OF TRANSMITTAL

TO TENDER COMMON UNITS

STEEL PARTNERS HOLDINGS L.P.

PURSUANT TO THE OFFER TO PURCHASE FOR CASH

DATED MARCH 25, 2014

THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., EASTERN TIME, ON APRIL 23, 2014, UNLESS EXTENDED (THE “EXPIRATION DATE”).

The Depositary for the Offer is:

If delivering by mail:

American Stock Transfer & Trust Company, LLC

Operations Center

Attn: Reorganization Department

P.O. Box 2042

New York, New York 10272-2042

If delivering by hand or courier:

American Stock Transfer & Trust Company, LLC

Operations Center

Attn: Reorganization Department

6201 15th Avenue

Brooklyn, New York 11219

For assistance call (877) 248-6417 or (718) 921-8317

	DESCRIPTION OF UNITS SURRENDERED (Please fill in. Attach separate schedule if needed)
Name(s) and Address of Registered Holder(s) If there is any error in the name or address shown below, please make the necessary corrections
	Certificate No(s)	Number of Units












	TOTAL UNITS

Indicate below the order (by certificate number) in which units are to be purchased in the event of proration. If you do not designate an order, if less than all units tendered are purchased due to proration, units will be selected for purchase by the Depositary. You are not required to complete this box.
1st ____________	2nd ____________	3rd ____________	4th ____________	5th ____________
* Do not need to complete if units are delivered by book-entry transfer or if units are uncertificated. If units are uncertificated, please only fill out the column entitled “Number of Units Tendered”. ** If your units are certificated and you desire to tender fewer than all units evidenced by any certificate(s) listed above, please indicate in this column the number of units you wish to tender. Otherwise, all units evidenced by such certificate(s) will be deemed to have been tendered. See Instruction 4.

You must deliver this Letter of Transmittal to American Stock Transfer & Trust Company, LLC, the Depositary. Delivery of this Letter of Transmittal to an address other than one of those set forth above will not constitute a valid delivery. Deliveries to Steel Partners Holdings L.P. (the “Company”), or MacKenzie Partners, Inc. (the Information Agent for the Offer) will not be forwarded to the Depositary and, therefore, will not constitute valid delivery to the Depositary. Delivery of the Letter of Transmittal and any other required documents to the book-entry transfer facility at the Depositary Trust Company (“DTC,” which is herein referred to as the “book-entry transfer facility”) will not constitute delivery to the Depositary.

You should use this Letter of Transmittal if you are forwarding certificates for units herewith or if you are causing the units to be delivered by book-entry transfer to the Depositary’s account at DTC pursuant to the procedures set forth in Section 3, “Procedure for Tendering Unitholders” section of the Offer to Purchase. Only financial institutions that are participants in the book-entry transfer facility’s system may make book-entry delivery of the units.

BEFORE COMPLETING THIS LETTER OF TRANSMITTAL, YOU SHOULD READ THIS LETTER OF TRANSMITTAL AND THE ACCOMPANYING INSTRUCTIONS CAREFULLY.

You should use this Letter of Transmittal only if (1) you are also enclosing certificates or uncertificated units for the amount of units you desire to tender, or (2) you intend to deliver certificates for such units under a notice of guaranteed delivery previously sent to the Depositary, or (3) you are delivering units through a book-entry transfer into the Depositary’s account at DTC (i.e., the book-entry transfer facility) in accordance with Section 3, “Procedure for Tendering Unitholders” section of the Offer to Purchase.

If you desire to tender units in the Offer, but you cannot deliver the certificates for your units and all other required documents to the Depositary by the Expiration Date (as set forth in the Offer to Purchase), or cannot comply with the procedures for book-entry transfer on a timely basis, then you may tender your units according to the guaranteed delivery procedures set forth in Section 3, “Procedure for Tendering Unitholders” section of the Offer to Purchase. See Instruction 2. Delivery of the Letter of Transmittal and any other required documents to the book-entry transfer facility does not constitute delivery to the Depositary.

o	Check here if you are delivering tendered units pursuant to a notice of guaranteed delivery that you previously sent to the Depositary and complete the following:

	Names(s) of Tendering Unitholder(s):

	Date of Execution of Notice of Guaranteed Delivery:

	Name of Institution that Guaranteed Delivery:

o	Check here if you are a financial institution that is a participating institution in the book-entry transfer facility’s system and you are delivering the tendered units by book-entry transfer to an account maintained by the Depositary at the book-entry transfer facility, and complete the following:

	Names(s) of Tendering Institution:

Account Number:

Transaction Code Number:

NOTE: SIGNATURES MUST BE PROVIDED BELOW

PLEASE READ THE ENTIRE LETTER OF TRANSMITTAL,

INCLUDING THE ACCOMPANYING INSTRUCTIONS, CAREFULLY

Ladies and Gentlemen:

The undersigned hereby tenders to Steel Partners Holdings L.P., a Delaware limited partnership (the “Company”), the above-described common units, no par value, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated March 25, 2014 and in this Letter of Transmittal (which together, as they may be amended and supplemented from time to time, constitute the “Offer”). Unless otherwise indicated, all references to “units” are to the Company’s common units, no par value. The Company is inviting its unitholders to tender their units for a price per unit not less than $16.50 nor greater than $17.50 (the “Purchase Price”) net to the seller in cash, less any applicable withholding taxes and without interest, upon the terms and subject to the conditions of the Offer. Receipt of the Offer to Purchase is hereby acknowledged.

Subject to and effective upon acceptance for payment of, and payment for, units tendered with this Letter of Transmittal in accordance with the terms of the Offer, the undersigned hereby (1) sells, assigns and transfers to or upon the order of the Company all right, title and interest in and to all of the units tendered hereby which are so accepted and paid for; (2) orders the registration of any units tendered by book-entry transfer that are purchased under the Offer to or upon the order of the Company; and (3) appoints the Depositary as attorney-in-fact of the undersigned with respect to such units, with the full knowledge that the Depositary also acts as the agent of the Company, with full power of substitution (such power of attorney being an irrevocable power coupled with an interest), to perform the following functions:

(a)

deliver certificates for units, or transfer ownership of such units on the account books maintained by the book-entry transfer facility, together in either such case with all accompanying evidences of transfer and authenticity, to or upon the order of the Company, upon receipt by the Depositary, as the undersigned’s agent, of the Purchase Price with respect to such units;

(b)

present certificates for such units for cancellation and transfer on the Company’s books; and

(c)

receive all benefits and otherwise exercise all rights of beneficial ownership of such units, subject to the next paragraph, all in accordance with the terms of the Offer.

The undersigned understands that the Company, upon the terms and subject to the conditions of the Offer, will pay a price it selects within a range not less than $16.50 nor greater than $17.50 per unit for units validly tendered into, and not validly withdrawn from, the Offer subject to the conditions of the Offer described in the Offer to Purchase. The undersigned understands that the Company will select the lowest Purchase Price that will enable the Company to purchase $49 million in value of its units, or, if a lesser number of units is validly tendered and not validly withdrawn, then the Company will select the price that will enable it to purchase all units that are properly tendered and not properly withdrawn prior to the Expiration Date. The undersigned understands that all units properly tendered prior to the Expiration Date at prices at or below the Purchase Price and not properly withdrawn will be purchased at the same Purchase Price, net to the seller in cash, less any applicable withholding taxes and without interest, on the terms and subject to the conditions of the Offer, including its “small lot” priority and proration provisions, and that the Company will return at its expense all other units, including units tendered at prices greater than the Purchase Price and units not purchased because of proration.

The undersigned acknowledges that they have been advised to consult with their own advisors as to the consequences of participating or not participating in the Offer.

The undersigned hereby covenants, represents and warrants to the Company that:

(a)

the undersigned has a net long position in the units at least equal to the number of units being tendered within the meaning of Rule 14e-4 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and is tendering the units in compliance with Rule 14e-4 under the Exchange Act;

(b)

has full power and authority to tender, sell, assign and transfer the units tendered hereby;

(c)

when and to the extent the Company accepts the units for purchase, the Company will acquire good and marketable title to them, free and clear of all security interests, liens, restrictions, claims, charges, encumbrances, conditional sales agreements or other obligations relating to their sale or transfer, and the units will not be subject to any adverse claims or rights;

(d)

the undersigned will, upon request, execute and deliver any additional documents deemed by the Depositary or the Company to be necessary or desirable to complete the sale, assignment and transfer of the units tendered hereby and accepted for purchase; and

(e)

the undersigned agrees to all of the terms of the Offer.

The undersigned understands that tendering of units under any one of the procedures described in Section 3, “Procedure for Tendering Unitholders” section of the Offer to Purchase and in the Instructions to this Letter of Transmittal will constitute an agreement between the undersigned and the Company upon the terms and subject to the conditions of the Offer. The undersigned acknowledges that under no circumstances will the Company pay interest on the Purchase Price.

The undersigned recognizes that under certain circumstances set forth in the Offer to Purchase, the Company may terminate or amend the Offer; or may postpone the acceptance for payment of, or the payment for, units tendered, or may accept for payment fewer than all of the units tendered hereby. The undersigned understands that certificate(s) for any units not tendered or not purchased will be returned to the undersigned at the address indicated above.

The names and addresses of the registered holders should be printed, if they are not already printed above, exactly as they appear on the certificates representing units tendered hereby. The certificate numbers, the number of units represented by such certificates, and the number of units that the undersigned wishes to tender, should be set forth in the appropriate boxes above.

Unless otherwise indicated under “Special Payment Instructions,” please issue the check for the aggregate Purchase Price of any units purchased (less the amount of any federal income or backup withholding tax required to be withheld), and/or return any units not tendered or not purchased, in the name(s) of the undersigned or, in the case of units tendered by book-entry transfer, by credit to the account at the book-entry transfer facility designated above. Similarly, unless otherwise indicated under “Special Delivery Instructions,” please mail the check for the aggregate Purchase Price of any units purchased (less the amount of any federal income or backup withholding tax required to be withheld), and any certificates for units not tendered or not purchased (and accompanying documents, as appropriate) to the undersigned at the address shown below the undersigned’s signature(s). In the event that both the “Special Payment Instructions” and the “Special Delivery Instructions” are completed, please issue the check for the aggregate Purchase Price of any units purchased (less the amount of any federal income or backup withholding tax required to be withheld) and mail said check to the person(s) so indicated.

The undersigned recognizes that the Company has no obligation, under the Special Payment Instructions, to transfer any certificate for units from the name of its registered holder, or to order the registration or transfer of units tendered by book-entry transfer.

All authority conferred or agreed to be conferred in this Letter of Transmittal shall survive the death or incapacity of the undersigned and any obligations or duties of the undersigned under this Letter of Transmittal shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned. Except as stated in the Offer to Purchase, this tender is irrevocable.

PLEASE READ ACCOMPANYING INSTRUCTIONS CAREFULLY.

METHOD OF DELIVERY

¨	Check here if certificates for tendered units are enclosed herewith.

¨	Check here if certificates for tendered units are being delivered pursuant to Notice of Guaranteed Delivery previously sent to the Depositary and complete the following:

Name of Tendering Unitholder(s):


Date of Execution of Notice of Guaranteed Delivery:


Name of Institution that Guaranteed Delivery:

LOST OR DESTROYED CERTIFICATE(S)

If any certificate representing units has been lost, destroyed or stolen, the unitholder should promptly notify the Depositary. The unitholder will then be instructed as to the steps that must be taken in order to replace the certificate. This Letter of Transmittal and related documents cannot be processed until the procedures for replacing any lost or destroyed certificate have been followed. Please call American Stock Transfer & Trust Company, LLC, as the transfer agent for the units, at (800) 937-5449 or (718) 921-8124 or to obtain an affidavit of loss, for further instructions and for a determination as to whether you will need to post a bond. See Instruction 14.

SMALL LOTS

(SEE INSTRUCTION 6)

To be completed only if units are being tendered by or on behalf of a person owning, beneficially or of record, and who continues to own, beneficially or of record, as of the Expiration Date, an aggregate of fewer than 100 units.

The undersigned either (check one box):

¨	is the beneficial or record owner of an aggregate of fewer than 100 units, 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) units with respect to which it is the record holder and (b) believes, based upon representations made to it by the beneficial owner(s), that each such person is the beneficial owner of an aggregate of fewer than 100 units and is tendering all of those units.

In addition, the undersigned is tendering units either (check one box):

¨	at the Purchase Price, as the same shall be determined by the Company in accordance with the terms of the Offer (persons checking this box need not indicate the price per unit below); or

¨	at the price per unit indicated under the caption “Units Tendered at Price Determined by Unitholder” in the box entitled “Price (in Dollars) Per Unit at Which Units are Being Tendered” below in this Letter of Transmittal.

PRICE (IN DOLLARS) PER UNIT

AT WHICH UNITS ARE BEING TENDERED

(SEE INSTRUCTION 5)

Check only the box under (1) or (2) below. If both boxes or if no box is checked, there is no valid tender of units.

1.	Units Tendered at Price Determined in the Offer

The undersigned wants to maximize the chance of having the Company accept for purchase all of the units that the undersigned is tendering (subject to the possibility of proration). Accordingly, BY CHECKING THIS BOX INSTEAD OF ONE OF THE PRICE BOXES BELOW, the undersigned hereby tenders units at, and is willing to accept, the Purchase Price determined by the Company in accordance with the terms of the Offer and resulting from the Offer process. This action may have the effect of lowering the Purchase Price and could result in receiving a price per unit as low as $16.50 per unit.

2.	Units Tendered at Price Determined by Unitholder

By checking ONE of the following boxes below INSTEAD OF THE BOX UNDER “Units Tendered at Price Determined in the Offer”, the undersigned hereby tenders units at the Purchase Price checked. This action could result in none of the units being purchased if the Purchase Price determined by the Company for the units is less than the Purchase Price checked below. A unitholder who desires to tender units at more than one Purchase Price must complete a separate Letter of Transmittal for each price at which units are tendered. The same units cannot be tendered, unless previously properly withdrawn as provided in Section 4 of the Offer to Purchase, at more than one Purchase Price.


¨	$16.50	¨	$16.70	¨	$16.90	¨	$17.10	¨	$17.30
										¨	$17.50
¨	$16.60	¨	$16.80	¨	$17.00	¨	$17.20	¨	$17.40

	SPECIAL PAYMENT INSTRUCTIONS (SEE INSTRUCTIONS 1, 4, 10 AND 11)
	Special Payment Instructions To be completed ONLY if the check for the Purchase Price of units purchased and Unit Certificates evidencing units not tendered or not purchased are to be issued in the name of someone other than the undersigned. Issue Check and Unit Certificates to: Name: ______________________________________ (Please Print) Address: ____________________________________ ____________________________________________ ____________________________________________ Id. No.: ______________________________________ (Tax Identification or Social Security Number) Account No.: ________________________________			Special Delivery Instructions To be completed ONLY if the check for the Purchase Price of units purchased and Unit Certificates evidencing units not tendered or not purchased are to be mailed to someone other than the undersigned, or to the undersigned at an address other than that shown under “Description of Units Tendered.” Mail Check and Unit Certificates to: Name: ______________________________________ (Please Print) Address: ____________________________________ ____________________________________________ ____________________________________________ Id. No.: ______________________________________ (Tax Identification or Social Security Number) (See Form W-9)

IMPORTANT

UNITHOLDER(S) MUST SIGN HERE

AND

COMPLETE FORM W-9,

FORM W-8BEN OR FORM W-8ECI, AS APPLICABLE

(See Instructions 1 and 7)

This Letter of Transmittal must be signed by registered holder(s) exactly as the name(s) appear(s) on the unit certificate(s) or on a security position listing or by person(s) authorized to become registered holder(s) by unit certificates and documents transmitted herewith. If a signature is by an officer on behalf of a corporation or by an executor, administrator, trustee, guardian, attorney-in-fact, agent or other person acting in a fiduciary or representative capacity, please provide full title and see Instruction 7.

Signature(s) of Unitholder(s):

Name(s):

Please Print

Dated:

, 2014

Capacity (full title):

Address

Please Include Zip Code

(Area Code) Telephone Number:

Taxpayer Identification or Social Security No.:

GUARANTEE OF SIGNATURE(S)

(If Required, See Instructions 1 and 7)

Authorized Signature:

Name(s):

Name of Firm:

Address:

Address Line 2:

(Area Code) Telephone Number:

Dated:

, 2014

INSTRUCTIONS

FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER

1. GUARANTEE OF SIGNATURES.

No signature guarantee is required if either:

(a)

this Letter of Transmittal is signed by the registered holder of the units exactly as the name of the registered holder appears on the certificate tendered with this Letter of Transmittal and such owner has not completed the box entitled “Special Delivery Instructions” or “Special Payment Instructions”; or

(b)

such units 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. or a commercial bank or trust company (not a savings bank or savings and loan association) having an office, branch or agency in the United States which is a participant in an approval Signature Guarantee Medallion Program (each such entity, an “Eligible Institution”).

In all other cases, an Eligible Institution must guarantee all signatures on this Letter of Transmittal. See Instruction 7.

2. DELIVERY OF LETTER OF TRANSMITTAL AND CERTIFICATES; GUARANTEED DELIVERY PROCEDURES.

This Letter of Transmittal is to be used only if:

certificates for units are delivered with it to the Depositary; or

the certificates will be delivered pursuant to a Notice of Guaranteed Delivery previously sent to the Depositary; or

an exercise of units pursuant to the procedure for tender and exercise by book-entry transfer set forth in Section 3 of the Offer to Purchase.

Unless units are being tendered by book-entry transfer, as described below, the following documents should be mailed or delivered to the Depositary at the appropriate address set forth on the front page of this document and must be received by the Depositary prior to the Expiration Date: (a) a properly completed and duly executed Letter of Transmittal or duly executed and manually signed facsimile copy of it, in accordance with the instructions of the Letter of Transmittal (including any required signature guarantees); (b) certificates for the units being exercised; and (c) any other documents required by the Letter of Transmittal. If certificates are forwarded to the Depositary in multiple deliveries, a properly completed and duly executed Letter of Transmittal must accompany each such delivery.

Units may be validly tendered pursuant to the procedures for book-entry transfer as described in the Offer. In order for units to be validly tendered by book-entry transfer, the Depositary must receive, prior to the Expiration Date of the Offer, (a) confirmation of such delivery and (b) either a properly completed and executed Letter of Transmittal (or manually signed facsimile thereof) or an Agent’s Message if the tendering unitholder has not delivered a Letter of Transmittal, and (c) all documents required by the Letter of Transmittal. The term “Agent’s Message” means a message, transmitted by DTC to, and received by, the Depositary and forming a part of a Book-Entry Confirmation, which states that DTC has received an express acknowledgment from the participant in DTC exercising the units that such participant has received and agrees to be bound by the terms of the Letter of Transmittal and that the Company may enforce such agreement against the participant. If the unitholder is tendering by book-entry transfer, he, she or it must expressly acknowledge that he, she or it has received and agrees to be bound by the Letter of Transmittal and that the Letter of Transmittal may be enforced against him, her or it.

If unit certificates are not immediately available, the holder cannot deliver his, her or its units and all other required documents to the Depositary or he, she or it cannot complete the procedure for delivery by book-entry transfer prior to the Expiration Date, then the unitholder may tender his, her or its units pursuant to the guaranteed delivery procedure set forth in the Offer to Purchase. Pursuant to such procedure:

(i)

such tender must be made by or through an Eligible Institution;

(ii)

a properly completed and duly executed Notice of Guaranteed Delivery substantially in the form provided by the Company (with any required signature guarantees) must be received by the Depositary prior to the expiration of the Offer; and

(iii)

the certificates for all physically delivered units in proper form for transfer by delivery, or a confirmation of a book-entry transfer into the Depositary’s account at DTC of all units delivered electronically, in each case together with a properly completed and duly executed Letter of Transmittal (or manually signed facsimile thereof) with any required signature guarantees (or, in the case of a book-entry transfer, an Agent’s Message), and any other documents required by this Letter of Transmittal, must be received by the Depositary within three (3) NYSE trading days after the date the Depositary receives such Notice of Guaranteed Delivery, all as provided in the Offer to Purchase.

The method of delivery of all documents, including unit certificates, the Letter of Transmittal and any other required documents, is at the election and risk of the tendering unitholder, 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. In all cases, sufficient time should be allowed to ensure timely delivery.

Except as specifically permitted by the Offer to Purchase, no alternative or contingent exercises will be accepted.

3. INADEQUATE SPACE. If the space provided in the box captioned “Description of Units Tendered” is inadequate, the certificate numbers and/or the number of units should be listed on a separate signed schedule and attached to this Letter of Transmittal.

4. PARTIAL TENDERS. If fewer than all of the units evidenced by any certificate are to be tendered, fill in the number of units that are to be tendered in the column entitled “Number of Units Tendered” in the box entitled “Description of Units Tendered” above. In that case, if any tendered units are purchased, a new certificate for the remainder of the units (including any units not purchased) evidenced by the old certificate(s) will be issued and sent to the registered holder(s), unless otherwise specified in either the box entitled “Special Payment Instructions” or the box entitled “Special Delivery Instructions” above, promptly after the Expiration Date. Unless otherwise indicated, all units represented by the certificate(s) set forth above and delivered to the Depositary will be deemed to have been tendered. In each case, units will be returned or credited without expense to the unitholder.

5. INDICATION OF PRICE AT WHICH UNITS ARE BEING TENDERED. In order to validly tender by this Letter of Transmittal, you must complete the box entitled “Price (in Dollars) Per Unit at Which Units are Being Tendered” by either (1) checking the box in the section captioned “Units Tendered at Price Determined in the Offer” or (2) checking one of the boxes in the section captioned “Units Tendered at Price Determined by Unitholder” indicating the price per unit at which you are tendering units. Selecting option (1) could result in you receiving a price per unit as low as $16.50. Selecting option (2) could result in none of the units you tender being purchased if the Purchase Price for the units turns out to be less than the price you selected.

You may only check one box. If you check more than one box or no boxes, then you will not be deemed to have validly tendered your units. If you wish to tender a portion(s) of your units at different prices, you must complete a separate Letter of Transmittal for each price at which you wish to tender each such portion of your units. To obtain additional copies of this Letter of Transmittal, contact the Information Agent at the telephone number and address included on the back cover of this Letter of Transmittal. You cannot tender the same units more than once, unless you previously tendered units and validly withdrew those units, as provided in Section 4 of the Offer to Purchase. In the event you submit multiple Letters of Transmittal in order to tender units at more than one price, a separate notice of withdrawal must be submitted in accordance with the terms of the Offer with respect to each separate Letter of Transmittal in order for such withdrawals to be effective.

6. SMALL LOTS. As described in Section 2 of the Offer to Purchase, if the Company purchases less than all units tendered and not withdrawn before the Expiration Date, the units purchased first will consist of all units tendered by any unitholder who owns, beneficially or of record, an aggregate of fewer than 100 units, and who tenders all of those units at or below the Purchase Price. Even if you otherwise qualify for the “small lot” preferential treatment, you will not receive the preferential treatment unless you complete the box captioned “Small Lots” in this Letter of Transmittal and, if applicable, in the Notice of Guaranteed Delivery.

7. SIGNATURES ON LETTER OF TRANSMITTAL.

(a) If this Letter of Transmittal is signed by the registered holder(s) of the units tendered hereby, the signature(s) must correspond exactly with the name(s) as written on the face of the certificate(s) without any change whatsoever.

(b) If the units are held of record by two or more persons or holders, all such persons or holders must sign this Letter of Transmittal.

(c) If any tendered units are registered in different names on several certificates, it will be necessary to complete, sign and submit as many separate Letters of Transmittal (or photocopies of it) as there are different registrations of certificates.

(d) When this Letter of Transmittal is signed by the registered holder(s) of the units listed and transmitted hereby, no endorsement(s) of certificate(s) representing such units or separate ordinary stock power(s) are required. EXCEPT AS OTHERWISE PROVIDED IN INSTRUCTION 1, SIGNATURE(S) ON SUCH CERTIFICATE(S) MUST BE GUARANTEED BY AN ELIGIBLE INSTITUTION. If this Letter of Transmittal is signed by a person other than the registered holder(s) of the certificate(s) listed, the certificate(s) must be endorsed or accompanied by appropriate ordinary stock power(s), in either case signed exactly as the name(s) of the registered holder(s) appears on the certificate(s), and the signature(s) on such certificate(s) or ordinary stock power(s) must be guaranteed by an Eligible Institution. See Instruction 1.

(e) If this Letter of Transmittal or any certificate(s) or ordinary stock power(s) are signed by trustees, executors, administrators, guardians, 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 Company of the authority so to act. If the certificate has been issued in the fiduciary or representative capacity, no additional documentation will be required.

8. TRANSFER TAXES. Except as provided in this Instruction 8, no transfer tax stamps or funds to cover such stamps need accompany this Letter of Transmittal. The Company will pay any transfer taxes payable on the transfer to it of units purchased in the Offer. If, however, either:

(a) payment of the Purchase Price for units tendered hereby and accepted for purchase is to be made to any person other than the registered holder(s); or

(b) units not tendered or not accepted for purchase are to be registered in the name(s) of any person(s) other than the registered holder(s); or

(c) certificate(s) representing tendered units are registered in the name(s) of any person(s) other than the person(s) signing this Letter of Transmittal;

then the Depositary will deduct from such Purchase Price the amount of any transfer taxes (whether imposed on the registered holder(s), such other person(s) or otherwise) payable on account of the transfer to such person, unless satisfactory evidence of the payment of such taxes or any exemption from them is submitted.

9. ORDER OF PURCHASE IN EVENT OF PRORATION. As described in Section 2 of the Offer to Purchase, unitholders may designate the order in which their units are to be purchased in the event of proration.

10. SPECIAL DELIVERY AND SPECIAL PAYMENT INSTRUCTIONS. If certificates for units purchased upon exercise of the units are to be issued in the name of a person other than the signer of the Letter of Transmittal or if such certificates are to be sent to someone other than the person signing the Letter of Transmittal or to the signer at a different address, the boxes captioned “Special Payment Instructions” and/or “Special Delivery Instructions” on this Letter of Transmittal must be completed as applicable and signatures must be guaranteed as described in Instruction 7.

11. IRREGULARITIES. All questions as to the number of units to be accepted, the price to be paid therefor and the validity, form, eligibility (including time of receipt) and acceptance for exercise of any tender of units will be determined by the Company in its sole discretion, which determinations shall be final and binding on all parties, subject to the judgments of any courts. The Company reserves the absolute right to reject any or all tenders of units it determines not to be in proper form or to reject those units, the acceptance of which or payment for which may, in the opinion of the Company’s counsel, be unlawful, subject to the judgments of any court. The Company also reserves the absolute right to waive any of the conditions of the Offer and any defect or irregularity in the tender of any particular units, and the Company’s interpretation of the terms of the Offer (including these instructions) will be final and binding on all parties, subject to the judgments of any court. No tender of units will be deemed to be properly made until all defects and irregularities have been cured or waived. Unless waived, any defects or irregularities in connection with tenders must be cured within such time as the Company shall determine. Neither the Company nor any other person is or will be obligated to give notice of any defects or irregularities in tenders and none of them will incur any liability for failure to give any such notice.

12. QUESTIONS AND REQUESTS FOR ASSISTANCE AND ADDITIONAL COPIES. Questions and requests for assistance should be directed to the Information Agent at the telephone numbers and address set forth on the back cover of this Letter of Transmittal. Additional copies of the Offer to Purchase, this Letter of Transmittal and other related materials may be obtained from the Information Agent. You may also contact your broker, dealer, commercial bank or trust company for assistance concerning the Offer.

13. FORM W-9. Unless an exemption applies, the tendering Unitholder is required to provide the Depositary with a correct Taxpayer Identification Number (“TIN”), generally the Unitholders social security or federal employer identification number, on the Form W-9 which is provided below, and to certify whether the Unitholder is subject to backup withholding of United State federal income tax. If a tendering Unitholder is subject to federal backup withholding tax, the Unitholder must cross out item (2) of the “Certification” box of the Form W-9. Failure to provide the information on the Form W-9 may subject the tendering Unitholder to federal income tax withholding on the payment of the purchase price of all Units purchased from such Unitholder. If the tendering Unitholder has not been issued a TIN and has applied for a number or intends to apply for a number in the near future, the Unitholder should write “Applied For” in the space provided for the TIN in Part I, check the box in Part III, and sign and date the Form W-9. If “Applied For” is written in Part I and the Depositary is not provided with a TIN within 60 days, the Depositary may be required to withhold on payments of the purchase price until a TIN is provided to the Depositary. For a more general discussion of tax matters please see the section on Important Tax Information that follows.

15. LOST, STOLEN, DESTROYED OR MUTILATED CERTIFICATES. If your certificate(s) for part or all of your units has been lost, stolen, destroyed or mutilated, you should promptly call the Company’s transfer agent, American Stock Transfer & Trust Company, LLC, at (800) 937-5449 or (718) 921-8124, regarding the requirements for replacement of the certificate. You may be asked to post a bond to secure against the risk that the certificate may be subsequently recirculated. This Letter of Transmittal and related documents cannot be processed until the procedures for replacing lost, stolen, destroyed or mutilated certificates have been followed. You are urged to contact the Company’s transfer agent immediately to ensure timely processing of documentation.

THIS LETTER OF TRANSMITTAL, PROPERLY COMPLETED AND DULY EXECUTED, TOGETHER WITH CERTIFICATES REPRESENTING UNITS BEING TENDERED OR CONFIRMATION OF BOOK-ENTRY TRANSFER AND ALL OTHER REQUIRED DOCUMENTS MUST BE RECEIVED PRIOR TO 5:00 P.M., EASTERN TIME, ON APRIL 23, 2014. UNITHOLDERS ARE ENCOURAGED TO RETURN A COMPLETED FORM W-9, OR ANOTHER APPROPRIATE IRS FORM, WITH THIS LETTER OF TRANSMITTAL.

IMPORTANT TAX INFORMATION

If payments are to be made to anyone other than the registered holder, or if the payments are to be paid to anyone other than the person signing this letter or if units not tendered or not accepted for payment are to be registered in the name of any person other than the registered holder, all transfer taxes (whether imposed on the registered holder or on any other person) will be payable by the tendering holder. Payments may not be paid to such a holder unless the holder has provided satisfactory evidence of the payment of any such transfer taxes or an exemption from such transfer taxes.

Each Unitholder that desires to participate in the Offer must, unless an exemption applies, provide the Depositary with the Unitholder’s taxpayer identification number on an appropriate form, with the required certifications being made under penalties of perjury. If the Unitholder 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 Unitholder may be subject to a $50 penalty imposed by the Internal Revenue Service in addition to being subject to backup withholding.

Certain Unitholders (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 Unitholder must submit a properly complete Form W-8BEN or Form W-8ECI, signed under penalties of perjury, attesting to that person’s exempt status. A Unitholder would use a Form W-8BEN to certify that it: (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) reasonably expects not to be engaged in a trade or business within the United States to which the gain on the sale of the Units would be effectively connected; and would use a Form W-8ECI to certify that: (x) it is neither a citizen nor resident of the United States; and (y) the proceeds of the sale of the Units is effectively connected with a United States trade or business. A foreign Unitholder 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.

Exempt Unitholders other than non-United States individuals, should furnish their TIN, write “EXEMPT” on the face of the Form W-9 below, and sign, date and return the Form W-9 to the Depositary. See the enclosed Guidelines for Certification of Taxpayer Identification Number on Form W-9 for additional instructions.

If backup withholding applies, the Depositary is required to withhold on any payments made to the Unitholder with respect to Units 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 Unitholder from the Internal Revenue Service.