Letter Of Transmittal To Tender Ap Alternative Assets printable pdf download

LETTER OF TRANSMITTAL TO TENDER AP ALTERNATIVE ASSETS, L.P.

RESTRICTED DEPOSITARY UNITS (RDUs) FOR A VOLUNTARY CASH OFFER

BEING CONDUCTED AS A MODIFIED “DUTCH AUCTION”.

As of November 12, 2012, AP Alternative Assets, L.P. is offering to purchase up to 6,666,666 Common Units (including RDUs represented by the

underlying Common Units) in a cash tender offer. The offer is being made to all holders of AP Alternative Assets, L.P. Common Units and Restricted

Depositary Units at a price not less than $15.00 nor greater than $16.00. This Letter of Transmittal and the tax form are to be completed, signed and

returned to Shareowner Services with your RDU certificate(s) (Restricted Depositary Receipts) by overnight courier or if by mail, registered mail,

properly insured with a return receipt.

Delivery to an address other than set forth in this Letter of Transmittal will not constitute a valid delivery to the

Tender

Agent.This Letter of Transmittal may not be used to tender Common Units. Please read the accompanying terms and conditions and instructions

before completing this Letter of Transmittal.

I/we, the undersigned, acknowledge that I/we have received, read and agreed to the terms and condition of the offer materials dated November 12, 2012 and the

instructions herein. I/we surrender to you the RDU certificate(s) (RDRs) for tender. I/we represent and warrant that I/we have full power and authority to tender

these RDUs and such RDUs are free and clear of all liens, adverse claims and encumbrances.

PLEASE CERTIFY YOUR TAXPAYER IDENTIFICATION NUMBER (TIN) BY COMPLETING A

W-9 OR W-8 TAX FORM, WHICH MAY BE OBTAINED AT THE IRS WEBSITE,

Please write in RDU holder name/address

RDU Final Instruction Date:

Tuesday, February 26, 2013 at 5:00 p.m., EST

Print Name:

___________________________________________________

Number of RDUs you own:

Print Address: ___________________________________________________

___________________________________________________

Restricted Depositary Receipt Certificate(s)

___________________________________________________

Signature: This form must be signed by the registered holder(s) exactly as their name(s) appears on the certificates or by

person(s) authorized to sign on behalf of the registered holder(s) by documents transmitted herewith.

Number of RDUs you are tendering:

_______________________________________________________________________________________________

Signature of RDU holder

Date

Daytime Telephone #

Unless otherwise, clearly indicated in Box 3 above, a holder will be

deemed to have tendered all of the RDUs represented by the RDR(s)

_______________________________________________________________________________________________

Signature of RDU holder

Date

Daytime Telephone #

If you cannot produce some or all of your AP Alternative Assets, L.P. Restricted Depositary Receipt(s) certificates, please call the Information

Agent immediately at 1-866-329-3469 (toll free) or 1-201-680-6921 (collect).

RDUs Tendered At A Price Determined By You:

By checking one of the following boxes below, you are tendering RDUs at the price checked. This action could result in none of your RDUs

being purchased if the purchase price selected by AP Alternative Assets, L.P. for the RDUs is less than the price checked below. If you want

to tender different portions of your RDUs at different prices, you must complete a separate Letter of Transmittal for each price at which you

tender RDUs. It should be noted that the same RDUs cannot be offered at different prices.

PRICE (IN U.S. DOLLARS) PER RDU AT WHICH THE RDUs ARE BEING TENDERED

CHECK ONLY ONE BOX

IF MORE THAN ONE BOX IS CHECKED OR IF NO BOX IS CHECKED,

THERE IS NO PROPER TENDER OF SHARES

(RDU holders who desire to tender different RDUs at different prices must complete a separate Letter of Transmittal for each price

at which RDUs are tendered.)

Ì Ì

$15.00

$15.10

$15.20

$15.30

$15.40

$15.50

$15.60

Ì Ì

$15.70

$15.80

$15.90

$16.00

HOW TO CONTACT SHAREOWNER SERVICES, AS INFORMATION AGENT

By Telephone – 9 a.m. to 6 p.m. New York Time, Monday through Friday, except for bank holidays:

From within the U.S. or Puerto Rico:

1-866-329-3469 (Toll Free)

From outside the U.S.:

1-201-680-6921 (Collect)

Delivery to an address other than set forth in this Letter of Transmittal will not constitute a valid delivery to the Tender Agent.

WHERE TO FORWARD YOUR TRANSMITTAL MATERIALS

(by overnight courier or if by mail, registered mail, properly insured with return receipt is recommended)

Shareowner Services

Attn: Corporate Action Dept.

Attn: Corporate Action Dept., 27

Floor

P.O. Box 3301

480 Washington Boulevard

South Hackensack, NJ 07606

Jersey City, NJ 07310

Letter Of Transmittal To Tender Ap Alternative Assets

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