Common use of PROCEDURE FOR TENDERING SHARES Clause in Contracts

PROCEDURE FOR TENDERING SHARES. For a shareholder validly to tender Shares pursuant to the Offer, a properly completed and duly executed Letter of Transmittal (or facsimile thereof), together with any required signature guarantees and any other required documents, must be transmitted to and received by the Depository at one of its addresses set forth on page 17 of this Offer to Purchase and, if such shareholder's tendered Shares are represented by certificates, the certificates for the tendered Shares must be received by the Depository at such address, in each case prior to the Expiration Date. Signatures on Letters of Transmittal must be guaranteed by a firm which is a member of a registered national securities exchange or of the National Association of Securities Dealers, Inc. (the "NASD") or by a commercial bank or trust company having an office, branch or agency in the United States (an "Eligible Institution") in cases where Shares held in uncertificated form are tendered. If the certificates are registered in the name of a person other than the signer of the Letter of Transmittal the certificates must be endorsed or accompanied by appropriate stock powers, in either case signed exactly as the name or names of the registered owner or owners appear on the certificates, with the signature(s) on the certificates or stock powers guaranteed as aforesaid. The method of delivery of all required documents is at the election and risk of each tendering shareholder. If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. To prevent United States federal income tax backup withholding with respect to the purchase price of Shares purchased pursuant to the Offer, a shareholder who does not otherwise establish an exemption from such backup withholding must provide the Depository with his correct taxpayer identification number and certify that he is not subject to backup withholding by completing the Substitute Form W-9 included in the Letter of Transmittal. Foreign shareholders who have not previously submitted a Form W-8 to the Fund must do so in order to avoid backup withholding. See Section 5. All questions as to the validity, form, eligibility (including time of receipt) and acceptance for payment of any tender of Shares 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 and all tenders of Shares it determines not to be in proper form or the acceptance for payment of which may, in the opinion of its counsel, be unlawful. The Fund also reserves the absolute right to waive any of the conditions of the Offer or any defect or irregularity in the tender of any Shares. No tender of Shares will be deemed to have been validly made until all defects and irregularities have been cured or waived. None of the Fund, the Investment Adviser, the Depository or any other person will be under any duty to give notification of any defects or irregularities in tenders or will incur any liability for failure to give any such notification. The Fund's interpretation of the terms and conditions of the Offer (including the Letter of Transmittal and instructions thereto) will be final and binding. In all cases, payment for Shares tendered and accepted for payment pursuant to the Offer will be made only after timely receipt by the Depository of certificates for such Shares (unless such Shares are held in uncertificated form), properly completed and duly executed Letter(s) of Transmittal (or facsimile(s) thereof) and any other required documents. The tender of Shares pursuant to any of the procedures described above will constitute an agreement between the tendering shareholder and the Fund upon the terms and subject to the conditions of the Offer.