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EXHIBIT 11(a)(2)
AGREEMENT OF TRANSFER AND LETTER OF TRANSMITTAL
FOR UNITS OF LIMITED PARTNERSHIP INTERESTS ("UNITS")
IN
WNC HOUSING TAX CREDIT FUND II, L.P.
FOR $200.00 PER UNIT
Subject to and effective upon acceptance for payment, the undersigned
(the "Seller") hereby sells, assigns, transfers, conveys and delivers and
irrevocably directs any custodian or trustee to sell, assign, transfer, convey
and deliver ("Transfer") to Everest Tax Credit Investors, LLC, a California
limited liability company (the "Purchaser"), all of the Seller's right, title
and interest in units of limited partnership interests ("Units") of WNC Housing
Tax Credit Fund II, L. P., a California limited partnership (the "Partnership"),
for $200.00 per Unit, less the amount of Distributions (as defined in the Offer
to Purchase) per Unit, if any, made to Seller by the Partnership after April 14,
1998 and before the date on which the Purchaser purchases the Units tendered
pursuant to the Offer (the "Purchase Date") and less any tax credits allocated
to Seller after June 30, 1998, in accordance with and pursuant to the Offer to
Purchase, dated May 12, 1998, as it may be supplemented or amended from time to
time (the "Offer to Purchase") and this Agreement of Transfer and Letter of
Transmittal, as it may be supplemented or amended from time to time (the "Letter
of Transmittal," which together with the Offer to Purchase, constitutes the
"Offer").
Such Transfer shall include, without limitation, all rights in, and
claims to, any Partnership profits and losses, tax credit allocations, cash
distributions, voting rights and other benefits of any nature whatsoever
distributable or allocable to such Units under the Partnership's Agreement of
Limited Partnership, as amended (the "Partnership Agreement"), and all
certificates evidencing the same, and Seller agrees immediately to endorse and
deliver to Purchaser all distribution checks received from the Partnership after
the Purchase Date. The Seller hereby irrevocably constitutes and appoints the
Purchaser as the true and lawful agent and attorney-in-fact of the Seller with
respect to such Units, with full power of substitution (such power of attorney
being deemed to be an irrevocable power coupled with an interest), to vote,
inspect Partnership books and records or act in such manner as any such
attorney-in-fact shall, in its sole discretion, deem proper with respect to such
Units, to deliver such Units and transfer ownership of such Units on the
Partnership's books maintained by the General Partner of the Partnership,
together with all accompanying evidences of transfer and authenticity to, or
upon the order of, the Purchaser, to immediately revoke and withdraw all prior
tenders of Units hereof, to direct any custodian or trustee holding record title
to the Units to do any of the foregoing, including the execution and delivery of
a copy of this Letter of Transmittal, and upon payment by the Purchaser of the
purchase price, to receive all benefits and cash distributions, endorse
Partnership checks payable to Seller and otherwise exercise all rights of
beneficial ownership of such Units. The Purchaser shall not be required to post
bond of any nature in connection with this power of attorney.
The Seller hereby represents and warrants to the Purchaser that: (i) the
Seller owns such Units and has full power and authority to validly sell, assign,
transfer, convey and deliver such Units to the Purchaser, and that when any such
Units are accepted for payment by the Purchaser, the Purchaser will acquire
good, marketable and unencumbered title thereto, free and clear of all options,
liens, restrictions, charges, encumbrances, conditional sales agreements or
other obligations relating to the sale or transfer thereof, and such Units will
not be subject to any adverse claim; (ii) the Seller is a "United States
person", as defined in Section 7701(a)(30) of the Internal Revenue Code of 1986,
as amended, or if the Seller is not a United States person, that the Seller does
not own beneficially or of record more than 5% of the outstanding Units; (iii)
the Transfer was not effected through an established securities market, or
through a broker-dealer or matching agent which makes a market in Units or which
provides a readily available, regular and ongoing opportunity to the Seller to
sell or exchange its Units through a public means of obtaining or providing
information of offers to buy, sell or exchange the Units; and (iv) if the
undersigned is signing on behalf of an entity, the undersigned has authority to
sign this document on behalf of the entity.
The undersigned recognizes that under certain circumstances set forth in
the Offer to Purchase (including proration), the Purchaser may not be required
to accept for payment any or all of the Units tendered hereby. In such event,
the undersigned understands that this Letter of Transmittal will be effective to
Transfer only those Units accepted
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for purchase by the Purchaser and any Letter of Transmittal for Units not
accepted for payment may be destroyed by the Purchaser (in accordance with its
customary practice).
All authority herein conferred or agreed to be conferred shall survive
the death or incapacity or liquidation of the Seller and any obligations of the
Seller shall be binding upon the heirs, personal representatives, successors and
assigns of the undersigned.
Upon request, the Seller will execute and deliver, and irrevocably
directs any custodian to execute and deliver, any additional documents deemed by
the Purchaser to be necessary or desirable to complete the assignment, transfer
and purchase of such Units.
The Seller hereby certifies, under penalties of perjury, that (1) the
number shown below on this form as the Seller's Taxpayer Identification Number
is correct and (2) Seller is not subject to backup withholding either because
Seller has not been notified by the Internal Revenue Service (the "IRS") that
Seller is subject to backup withholding as a result of a failure to report all
interest or dividends, or the IRS has notified Seller that Seller is no longer
subject to backup withholding. The Seller hereby also certifies, under penalties
of perjury, that the Seller, if an individual, is not a nonresident alien for
purposes of U.S. income taxation, and if not an individual, is not a foreign
corporation, foreign partnership, foreign trust, or foreign estate (as those
terms are defined in the Internal Revenue Code and Income Tax Regulations). The
Seller understands that this certification may be disclosed to the IRS by the
Purchaser and that any false statements contained herein could be punished by
fine, imprisonment, or both.
All questions as to the validity, form, eligibility (including time of
receipt) and acceptance of a Letter of Transmittal will be determined by the
Purchaser and the determinations will be final and binding. The Purchaser's
interpretation of the terms and conditions of the Offer (including this Letter
of Transmittal) will be final and binding. The Purchaser will have the right to
waive any defects or conditions as to the manner of tendering. Any defects in
connection with tenders, unless waived, must be cured within such time as the
Purchaser will determine. This Letter of Transmittal will not be valid until all
defects have been cured or waived.
Date: May 12, 1998
ALL
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Specify Number of Units Tendered Signature of Owner
if less than "ALL"
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Your Telephone Number Print Name
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Your Social Security or Taxpayer ID Signature of Co-Owner
Number
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Print Name
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Your Address
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The completed Letter of Transmittal and
original Partnership Certificate(s) (if
available) should be forwarded to:
EVEREST PROPERTIES II, LLC
000 X. Xxx Xxxxxx Xxx., Xxxxx 000
Xxxxxxxx, XX 00000
Attn: Securities Processing Department
(000) 000-0000
RE: WNC HOUSING TAX CREDIT FUND II, L.P., A
CALIFORNIA LIMITED PARTNERSHIP
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INSTRUCTIONS
IF SELLER IS THE BENEFICIAL OWNER OF RECORD:
1. Sign the Letter of Transmittal.
2. Indicate the Number of Units Tendered, if less than "All".
3. Fill in Telephone Number, Social Security or Tax ID Number and Address.
4. Return the Letter of Transmittal in the envelope provided.
IF OWNED JOINTLY:
1. Joint owner should sign, as well.
2. If joint owner is deceased and the Units have not been reregistered, owner
should send:
o A copy of the Death Certificate
IF UNITS HAVE BEEN INHERITED OR ARE OWNED BY AN ESTATE:
Executor should submit:
o A copy of the Death Certificate.
o Letter of Testamentary or Will showing your beneficial ownership or
executor capacity.
IF UNITS ARE HELD IN A TRUST:
Please provide first, last, and other applicable pages of the Trust
Agreement showing authorized signatory.
IF UNITS ARE HELD BY A CORPORATION:
Corporate resolutions required showing authorized signatory.
SEND IN THE ORIGINAL LIMITED PARTNER CERTIFICATE IF AVAILABLE.
