EX-99.(A)(1)(A) 2 a13-9644_23ex99da1a.htm EX-99.(A)(1)(A)

Exhibit (a)(1)(A)

 

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Letter of Transmittal Form

KBS Legacy Partners Apartment REIT, Inc.

 

 

Please complete this form and send it back to us via our Exchange Agent, US Bancorp Fund Services, at the address on the last page of this form.   Offer Expires:  June 5, 2013 (May Be Extended)

 

·      YOU NEED TO OBTAIN a Medallion Signature Guarantee at your local bank or broker.

If you have any questions, please contact either your broker/advisor or D.F. King & Co. Inc., the Information Agent at the following:

·      For shareholders at (800) 290-6424

·      For banks and brokers at (collect calls accepted) 212-269-5550

·      Online at rxfinfo@dfking.com

 

1. Complete or correct name and address information if necessary for KBS Legacy Partners Apartment REIT, Inc.:

 

 

 

Number of Share You Own:

   Shareholder

 

 

   Name:

 

 

Price per share: $10.68

 

 

 

   Address:

 

 

RXF share price used to calculate Exchange Ratio: $25.00

 

 

 

   City, State, ZIP:

 

 

Exchange Ratio: Number RXF Shares exchanged for each share of KBS Legacy Partners Apartment REIT, Inc. accepted: 0.4272

 

 

 

2. List the number of shares in you are exchanging:    All o or o                     (Quantity) (default = all shares owned)

 

3. Fill out where applicable, signing to indicate your agreement to the terms of the exchange offer and the terms included in this form.

 

 Owner & Custodian Information

 

Medallion (office use)

 

 

 

 Owner*

 

(Obtain a Medallion Guarantee Stamp
here from your bank or broker)

 

 

Name:

 

 

 

 

Signature:

 

Date:

 

 

 

Social Security #:

 

 

 

 

Email Address:

 

 

 

 

Phone Number:

 

 

 

 

Where you want your RXF Shares Deposited:

 

 

 

Name of Broker/Dealer Firm

 

 

 

 

Account Name:

 

 

 

 

Brokerage Account Number:

 

 

 

 

Name of your broker/advisor:

 

 

 

 

Co-Owner(s) (if applicable)

 

 

 

Name(s):

 

 

 

 

Signature(s)

 

Date:

 

 

 

Custodian (if applicable; RXF will obtain)

 

(Your Custodian will place a Medallion
Guarantee Stamp here if this is an IRA or
other custodial account)

 

 

Name:

 

 

 

 

Signature:

 

Date:

 

 

 

IRA or Tax #:

 

 

 

 

Phone Number:

 

 

 

*                 If signature is by trustee(s), executor(s), administrator(s), guardian(s), attorney(s) in fact, agent(s), officer(s), or a corporation or another acting in a fiduciary or representing capacity, please provide the following information:

 

Name:

 

 

Capacity:

 

 

4. If any of the following applies, please provide the appropriate documents.

·       Name changes:  Certified copy of Marriage Certificate or proof of name change from the court.

·       Power of Attorney: Copy of Power of Attorney document.

·       Estates:  Certified Copies of Death Certificate and appropriate Court Documents (no older than 45 days).

·       Corporations: Copy of Corporate Resolution naming the Authorized Signature, with a seal if applicable.

 


 

To participate in the Exchange Offer, a duly executed copy of this Assignment Form and any other documents required by this Assignment Form must be received by U.S. Bancorp Fund Services, LLC (the “Exchange Agent”) on or prior to the Expiration Date. Delivery of this Assignment Form or any other required documents to an address other than as set forth below does not constitute valid delivery. The method of delivery of all documents is at the election and risk of the tendering shareholder. This Assignment Form is to be completed by holders of shares in KBS Legacy Partners Apartment REIT, Inc. (the “Company”), pursuant to the procedures set forth in the prospectus that forms part of the Registration Statement on Form N-2, dated April 24, 2013 (the “Prospectus”). Capitalized terms used herein and not defined have the meanings given to them in the Prospectus.

 

The undersigned hereby tenders to REIT Exchange Fund, Inc. (“RXF”) the shares of common stock (“Shares”) in the Company held by the undersigned as set forth above, upon the other terms and subject to the conditions set forth in the Prospectus and in this Assignment Form, as each may be supplemented or amended from time to time (which together constitute the “Exchange Offer”). Receipt of the Prospectus is hereby acknowledged. Subject to and effective upon acceptance of any of the Shares tendered hereby, the undersigned assigns, and transfers to, RXF all right, title, and interest in and to such Shares which are tendered for exchange pursuant to the Exchange Offer. The undersigned hereby irrevocably constitutes and appoints RXF as the true and lawful agent and attorney-in-fact and proxy of the undersigned with respect to such Shares, with full power of substitution (such power of attorney and proxy being deemed to be an irrevocable power and proxy coupled with an interest), to deliver such Shares and transfer ownership of such Shares, on the books of the Company, together with all accompanying evidences of transfer and authenticity, to RXF and, upon acceptance of the tender of such Shares by RXF, to exercise all voting rights and to receive all benefits and otherwise exercise all rights of beneficial ownership of such Shares all in accordance with the terms of the Exchange Offer. Upon the tender of Shares pursuant to the Exchange Offer, all prior proxies and consents given by the undersigned with respect to such Shares will be revoked and no subsequent proxies or consents may be given (and if given will not be deemed effective). In addition, by executing this Assignment Form, the undersigned assigns to RXF all of the undersigned’s rights to receive dividends from the Company with respect to Shares which are purchased pursuant to the Offer, other than dividends declared or paid through the Expiration Date, and all proceeds that are paid on or after the Expiration Date from or as a result of any claim, litigation, class or derivative action brought by or for the benefit of the shareholders with respect to the transferred Shares, regardless of when the claims brought pursuant to such action accrued. Upon request, the tendering shareholder will execute and deliver, and irrevocably directs any custodian to execute and deliver, any additional documents deemed by RXF to be necessary or desirable to complete the assignment, transfer, and purchase of such Shares, including obtaining a Medallion Signature Guarantee.

 

The undersigned hereby represents and warrants that the undersigned owns the Shares tendered hereby and has full power and authority to validly tender, sell, assign, and transfer the Shares tendered hereby, and that when any such Shares are tendered hereby, RXF will acquire good, marketable, and unencumbered title thereto, free and clear of all liens, restrictions, charges, encumbrances, conditional sales agreements, or other obligations relating to the sale or transfer thereof, and such Shares will not be subject to any adverse claim. Upon request, the undersigned will execute and deliver any additional documents deemed by RXF to be necessary or desirable to complete the assignment, transfer, and purchase of Shares tendered hereby, including without limitation any transfer documentation required by the Company. The undersigned understands that a tender of Shares to RXF will constitute a binding agreement between the undersigned and RXF upon the terms and subject to the conditions of the Exchange Offer. The undersigned recognizes that under certain circumstances set forth in the Exchange Offer, RXF may not be required to accept any of the Shares tendered hereby. In such event, the undersigned understands that any Assignment Form for Shares not accepted for payment will be destroyed by RXF. All authority herein conferred or agreed to be conferred shall survive the death or incapacity of the undersigned and any obligations of the undersigned shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned. Except as stated in the Exchange Offer, this tender is irrevocable.

 


 

IMPORTANT TAX INFORMATION

 

Under United States federal income tax law, a shareholder who is a United States person (as defined for United States federal income tax purposes) surrendering Shares must, unless an exemption applies, provide the Exchange Agent with the shareholder’s correct TIN on IRS Form W-9, a copy of which is included in this Assignment Form. If the shareholder is an individual, then the shareholder’s TIN is such shareholder’s Social Security number. If the correct TIN is not provided, then the shareholder may be subject to a $50.00 penalty imposed by the IRS. Certain shareholders may not be subject to backup withholding and reporting requirements. In order for an exempt shareholder who is not a United States person to avoid backup withholding, such person should complete, sign and submit an appropriate IRS Form W-8, signed under penalties of perjury, attesting to his, her or its exempt status. An IRS Form W-8 can be obtained from the Exchange Agent or from the IRS at its website (www.irs.gov). Such shareholders should consult a tax adviser to determine which IRS Form W-8 is appropriate. Exempt shareholders who are United States persons should furnish their TIN, check the “Exempt payee” box of the IRS Form W-9 and sign, date and return the IRS Form W-9 to the Exchange Agent in order to avoid erroneous backup withholding. A shareholder should consult its, his or her tax adviser as to such shareholder’s qualification for an exemption from backup withholding and the procedure for such exemption.

 

Backup withholding is not an additional tax. Rather, the United States federal income tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If backup withholding results in an overpayment of taxes, a refund may be obtained from the IRS if required information is timely furnished to the IRS.

 

Purpose of IRS Form W-9

 

To prevent backup withholding to a shareholder that is a United States person with respect to Shares, the shareholder is required to notify the Exchange Agent of the shareholder’s correct TIN by completing the IRS Form W-9 included in this Assignment Form and certifying, under penalties of perjury, that (1) the TIN provided on the IRS Form W-9 is correct (or that such shareholder is awaiting a TIN), (2) the shareholder is not subject to backup withholding because (i) the shareholder is exempt from backup withholding, (ii) the shareholder has not been notified by the IRS that the shareholder is subject to backup withholding as a result of a failure to report all interest and dividends or (iii) the IRS has notified the shareholder that the shareholder is no longer subject to backup withholding, and (3) the shareholder is a United States person.

 

The following section, entitled “What Number to Give the Exchange Agent,” is applicable only to shareholders that are United States persons.

 

What Number to Give the Exchange Agent

 

The tendering shareholder is required to give the Exchange Agent the TIN, generally the Social Security number or employer identification number, of the record holder of all Shares tendered hereby. If the tendering shareholder has not been issued a TIN and has applied for one or intends to apply for one in the near future, such shareholder should sign and date the IRS Form W-9 and sign and date the Certificate of Awaiting Taxpayer Identification Number. If the tendering shareholder completes the Certificate of Awaiting Taxpayer Identification Number and the Exchange Agent is not provided with a TIN by the time of payment, the Exchange Agent will withhold on all reportable Distributions, which will be refunded if a TIN is provided to the Exchange Agent within sixty (60) days of the Exchange Agent’s receipt of the Certificate of Awaiting Taxpayer Identification Number. If the Exchange Agent is provided with an incorrect TIN in connection with such payments, then the shareholder may be subject to a $50.00 penalty imposed by the IRS.

 

SHAREHOLDERS are urged to consult with their tax advisors regarding the applicability and refund of backup withholding tax.

 


 

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Letter of Transmittal Form

KBS Legacy Partners Apartment REIT, Inc.

 

 

The Exchange Agent for the Exchange Offer is U.S. Bancorp Fund Services, LLC

 

By Hand or Overnight Delivery Service:

U.S. Bancorp Fund Services, LLC

615 East Michigan Street

Milwaukee, Wisconsin 53202

 

By Mail:

U.S. Bancorp Fund Services, LLC

PO BOX 701

Milwaukee, Wisconsin 53201

 

By Facsimile Transmission:

1-866-350-5206

(Originals must also be sent if signature guarantees are required)

 

Questions or requests for assistance may be directed to the Information Agent at the address and telephone numbers below. Questions or requests for assistance or additional copies of the Prospectus and this Assignment Form may be directed to the Information Agent at the address and telephone numbers below.  Shareholders may also contact their broker, dealer, commercial bank or trust company for assistance concerning the Exchange Offer.

 

The Information Agent for the Exchange Offer is:

 

D.F. King & Co., Inc.

48 Wall Street

New York, NY 10005

Shareholders, call toll-free: 1-800-290-6424

Banks and brokers, call collect: (212) 269-5550

Email: rxfinfo@dfking.com