Common use of PROCEDURE FOR TENDERING SHARES Clause in Contracts

PROCEDURE FOR TENDERING SHARES. VALID TENDER For shares to be validly tendered pursuant to the offer: - either a properly completed and duly executed Letter of Transmittal or facsimile thereof, together with any required signature guarantees, or, in the case of a book-entry transfer, an agent's message, as described below, and any other required documents, must be received by Registrar and Transfer Company, as depositary, at one of its addresses set forth on the back cover of this Offer to Purchase prior to the expiration date; and - either certificates for tendered shares must be received by the depositary at one of such addresses or the shares must be delivered pursuant to the procedures for book-entry transfer described below, and a book-entry confirmation received by the depositary, in each case, prior to the expiration date or the tendering stockholder must comply with the guaranteed delivery procedures set forth below. Registrar and Transfer Company will establish an account with respect to the shares at The Depository Trust Company, referred to as the book-entry transfer facility, for purposes of the offer within two business days after the date of this Offer to Purchase. Any financial institution that is a participant in the book-entry transfer facility's systems may make book-entry delivery of shares by causing the book-entry transfer facility to transfer such shares into the depositary's account in accordance with the book-entry transfer facility's procedure for such transfer. However, although delivery of shares may be effected through book-entry transfer into the depositary's account at the book-entry transfer facility, the Letter of Transmittal, or facsimile thereof, properly completed and duly executed, with any required signature guarantees, or an agent's message, and any other required documents must, in any case, be transmitted to, and received by, the depositary at one of its addresses set forth on the back cover of this Offer to Purchase prior to the expiration date, or the tendering stockholder must comply with the guaranteed delivery procedures described below. The confirmation of a book-entry transfer of shares into the depositary's account at the book-entry transfer facility as described above is referred to herein as a book-entry confirmation. DELIVERY OF DOCUMENTS TO THE BOOK-ENTRY TRANSFER FACILITY IN ACCORDANCE WITH THE BOOK-ENTRY TRANSFER FACILITY'S PROCEDURES DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY.

PROCEDURE FOR TENDERING SHARES. VALID TENDER Valid Tender. For shares a shareholder validly to be validly tendered tender Shares pursuant to the offer: - Offer, either (i) a properly completed and duly executed Letter of Transmittal (or facsimile thereof), together with any required signature guarantees, guarantees (or, in the case of a book-entry transfer, an agentAgent's message, Message (as described defined below, )) and any other documents required documentsby the Letter of Transmittal, must be received by Registrar and Transfer Company, as depositary, the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase prior to the expiration date; and - either certificates for tendered shares Shares must be received by the depositary Depositary at one of such addresses or the shares such Shares must be delivered pursuant to the procedures procedure for book-entry transfer described below, set forth below (and a book-entry confirmation Book- Entry Confirmation (as defined below) received by the depositaryDepositary), in each case, case prior to the expiration date Expiration Date, or (ii) the tendering stockholder shareholder must comply with the guaranteed delivery procedures procedure set forth below. Registrar and Transfer Company The Depositary will establish an account with respect to the shares Shares at The Depository Trust Company, referred to as Company and the book-entry transfer facility, Midwest Securities Trust Company (the "Book- Entry Transfer Facilities") for purposes of the offer Offer within two business days after the date of this Offer to Purchase. Any financial institution that is a participant in any of the bookBook-entry transfer facility's Entry Transfer Facilities' systems may make book-entry delivery of shares Shares by causing the booka Book-entry transfer facility Entry Transfer Facility to transfer such shares Shares into the depositaryDepositary's account in accordance with the booksuch Book-entry transfer facilityEntry Transfer Facility's procedure procedures for such transfer. However, although delivery of shares Shares may be effected through book-entry transfer into the depositaryDepositary's account at the booka Book-entry transfer facilityEntry Transfer Facility, the Letter of Transmittal, Transmittal (or facsimile thereof), properly completed and duly executed, with any required signature guarantees, guarantees (or an agentAgent's message, Message) and any other required documents documents, must, in any case, be transmitted to, and received by, the depositary Depositary at one of its addresses set forth on the back cover of this Offer to Purchase prior to the expiration dateExpiration Date, or the tendering stockholder shareholder must comply with the guaranteed delivery procedures procedure described below. The confirmation of a book-entry transfer of shares Shares into the depositaryDepositary's account at the booka Book-entry transfer facility Entry Transfer Facility as described above is referred to herein as a book"Book-entry confirmationEntry Confirmation". DELIVERY OF DOCUMENTS TO THE A BOOK-ENTRY TRANSFER FACILITY IN ACCORDANCE WITH THE SUCH BOOK-ENTRY TRANSFER FACILITY'S PROCEDURES DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY.

PROCEDURE FOR TENDERING SHARES. VALID TENDER For shares Except as set forth below, in order for Shares to be validly tendered pursuant to the offer: - either Offer, the Letter of Transmittal (or a facsimile thereof), properly completed and duly executed Letter of Transmittal or facsimile thereofexecuted, together with any required signature guarantees, or, or an Agent's Message (as hereinafter defined) in the case of connection with a book-entry transfer, an agent's message, as described belowtransfer of Shares, and any other documents required documentsby the Letter of Transmittal, must be received by Registrar and Transfer Company, as depositary, the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase on or prior to the expiration date; Expiration Date, and - either (i) certificates for representing tendered shares Shares must be received by the depositary at one of Depositary, or such addresses or the shares Shares must be delivered tendered pursuant to the procedures procedure for book-entry transfer described below, set forth below (and a book-entry confirmation of receipt of such delivery must be received by the depositaryDepositary), in each case, case on or prior to the expiration date Expiration Date; or the tendering stockholder must comply with (ii) the guaranteed delivery procedures set forth belowbelow must be complied with. Registrar and Transfer Company No alternative, conditional or contingent tenders will establish an account with respect to be accepted. Signature Guarantees. No signature guarantee is required on the shares at The Depository Trust Company, referred to as Letter of Transmittal (i) if such Letter of Transmittal is signed by the book-entry transfer facility, for purposes registered holder of the offer within two business days after Shares tendered therewith, unless such holder has completed either the date of this Offer to Purchase. Any financial institution that is a participant box entitled "Special Delivery Instructions" or the box entitled "Special Payment Instructions" in the book-entry transfer facility's systems may make book-entry delivery of shares by causing the book-entry transfer facility to transfer such shares into the depositary's account in accordance with the book-entry transfer facility's procedure for such transfer. However, although delivery of shares may be effected through book-entry transfer into the depositary's account at the book-entry transfer facility, the Letter of Transmittal; or (ii) if Shares are tendered for the account of a firm that is a member in good standing of the Security Transfer Agent's Medallion Program, the New York Stock Exchange Medallion Signature Program or the Stock Exchange Medallion Program (each being hereinafter referred to as an "Eligible Institution"). See Instruction 1 of the Letter of Transmittal. If a certificate representing Shares is registered in the name of a person other than the signer of the Letter of Transmittal (or a facsimile thereof), or facsimile thereofif payment is to be made, properly completed and duly executedor Shares not accepted for payment or not tendered are to be returned to a person other than the registered holder, the certificate must be endorsed or accompanied by an appropriate stock power, in either case signed exactly as the name(s) of the registered holder(s) appears on the certificate, with any required signature guarantees, or an agent's message, and any other required documents must, in any case, be transmitted to, and received by, the depositary at one of its addresses set forth signature(s) on the back cover certificate or stock power guaranteed by an Eligible Institution. If the Letter of this Offer to Purchase prior Transmittal or stock powers are signed or any certificate is endorsed 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, unless waived by the Purchaser, proper evidence satisfactory to the expiration date, or Purchaser of their authority so to act must be submitted. See Instruction 5 of the tendering stockholder must comply with the guaranteed delivery procedures described below. The confirmation Letter of a book-entry transfer of shares into the depositary's account at the book-entry transfer facility as described above is referred to herein as a book-entry confirmation. DELIVERY OF DOCUMENTS TO THE BOOK-ENTRY TRANSFER FACILITY IN ACCORDANCE WITH THE BOOK-ENTRY TRANSFER FACILITY'S PROCEDURES DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARYTransmittal.

PROCEDURE FOR TENDERING SHARES. VALID TENDER TENDER. For shares a shareholder validly to be validly tendered tender Shares (including Option Shares) pursuant to the offer: - Offer, either (a) a properly completed and duly executed Letter of Transmittal (or a facsimile thereof), together with any required signature guarantees, or, in the case of a book-entry transfer, an agent's message, as described below, guarantees and any other required documents, must be received by Registrar and Transfer Company, as depositary, the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase prior to the expiration date; and - Expiration Date and, except in the case of Option Shares, either certificates for tendered shares Shares must be received by the depositary Depositary at one of such addresses or the shares such Shares must be delivered pursuant to the procedures for book-entry transfer described below, set forth below (and a book-entry confirmation of such delivery, including an Agent's Message (as defined below), must be received by the depositaryDepositary), in each case, case prior to the expiration date Expiration Date or (b) the tendering stockholder shareholder must comply with the guaranteed delivery procedures set forth below. Registrar and Transfer Company The Depositary will establish an account accounts with respect to the shares Shares at The Depository Trust Company, referred to as Company (the book"Book-entry transfer facility, Entry Transfer Facility") for purposes of the offer Offer within two business days after the date of this Offer to Purchase. Any financial institution that is a participant in the bookBook-entry transfer facilityEntry Transfer Facility's systems system may make book-entry delivery of shares Shares by causing the book-entry transfer facility Book- Entry Transfer Facility to transfer such shares Shares into the depositaryDepositary's account in accordance with the bookBook-entry transfer facilityEntry Transfer Facility's procedure procedures for such transfer. However, although delivery of shares Shares may be effected through book-book- entry transfer into the depositaryDepositary's account at the bookBook-entry transfer facilityEntry Transfer Facility, the Letter of Transmittal, Transmittal (or a facsimile thereof), properly completed and duly executed, with any required signature guarantees, or an agentAgent's messageMessage, and any other required documents documents, must, in any case, be transmitted to, and received by, the depositary Depositary at one of its addresses set forth on the back cover of this Offer to Purchase prior to the expiration dateExpiration Date, or the tendering stockholder shareholder must comply with the guaranteed delivery procedures described below. The confirmation of a book-entry transfer of shares Shares into the depositaryDepositary's account at the bookBook-entry transfer facility Entry Transfer Facility as described above is referred to herein as a book"Book-entry confirmation. DELIVERY OF DOCUMENTS TO THE BOOKEntry Confirmation." Delivery of documents to the Book-ENTRY TRANSFER FACILITY IN ACCORDANCE WITH THE BOOKEntry Transfer Facility in accordance with the Book-ENTRY TRANSFER FACILITY'S PROCEDURES DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARYEntry Transfer Facility's procedures does not constitute delivery to the Depositary.

PROCEDURE FOR TENDERING SHARES. VALID TENDER Proper Tender of Shares. For shares Shares to be validly properly tendered pursuant to the offer: - either Offer: (a) the certificates for such Shares (or confirmation of receipt of such Shares pursuant to the procedures for book-entry transfer set forth below), together with a properly completed and duly executed Letter of Transmittal (or a facsimile thereof, together ) with any required signature guarantees, or, in the case of a book-entry transfer, an agent's message, as described below, and any other documents required documentsby the Letter of Transmittal, must be received before the Expiration Time by Registrar and Transfer Company, as depositary, the Depositary at one of its addresses address set forth on the back cover of this Offer to Purchase prior to the expiration datePurchase; and - either certificates for tendered shares must be received by the depositary at one of such addresses or the shares must be delivered pursuant to the procedures for book-entry transfer described below, and a book-entry confirmation received by the depositary, in each case, prior to the expiration date or or (b) the tendering stockholder must comply with the guaranteed delivery procedures procedure set forth below. Registrar and Transfer Company will establish an account with respect Unless the Rights are redeemed prior to the shares at The Depository Trust CompanyExpiration Time, referred holders of Shares are required to tender one Right for each Share tendered in order to effect a valid tender of such Share. Unless and until Rights Certificates (as defined in Section 11) are issued, a tender of Shares pursuant to the book-entry transfer facility, for purposes Offer will constitute a tender of the offer within two business days associated Rights evidenced by the certificate for such Shares. If Rights Certificates are issued, holders of Shares will be required to tender Rights Certificates representing a number of Rights equal to the number of Shares tendered. If, after Rights Certificates are issued, a stockholder sells the date of this Offer Rights separately from the Shares, the selling stockholder will be unable to Purchase. Any financial institution that is a participant in tender Shares unless the book-entry transfer facility's systems may make book-entry delivery of shares by causing the book-entry transfer facility stockholder reacquires Rights to transfer such shares into the depositary's account in accordance tender with the book-entry transfer facility's procedure for such transferShares. However, although delivery As specified in Instruction 5 of shares may be effected through book-entry transfer into the depositary's account at the book-entry transfer facility, the Letter of Transmittal, each stockholder desiring to tender Shares pursuant to the Offer must properly indicate in the section captioned "Price (In Dollars) Per Share At Which Shares Are Being Tendered" on the Letter of Transmittal the price (in multiples of $.125) at which his Shares are being tendered, except that an Odd Lot Owner may check the box in the section of the Letter of Transmittal entitled "Odd Lots" indicating that he is tendering all of his Shares at the Purchase Price. Stockholders desiring to tender Shares at more than one price must complete separate Letters of Transmittal for each price at which Shares are being tendered, except that the same Shares cannot be tendered (unless properly withdrawn previously in accordance with the terms of the Offer) at more than one price. IN ORDER TO PROPERLY TENDER SHARES, ONE AND ONLY ONE PRICE BOX MUST BE CHECKED IN THE APPROPRIATE SECTION ON EACH LETTER OF TRANSMITTAL. It is a violation of Rule 14e-4 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), for a person acting alone or facsimile thereofin concert with others, properly completed directly or indirectly, to tender Shares for his own account unless at the time of tender and duly executedat the Expiration Time he has a "net long position" equal to or greater than the amount tendered in (i) the Shares and will deliver or cause to be delivered such Shares for the purpose of tender to the Company within the period specified in the Offer or (ii) other securities immediately convertible into, with exercisable for or exchangeable into Shares ("equivalent securities") and, upon the acceptance of his tender, will acquire such Shares by conversion, exchange or exercise of such securities to the extent required by the terms of the Offer and will deliver or cause to be delivered such Shares so acquired for the purpose of tender to the Company within the period specified in the Offer. Rule 14e-4 also provides a similar restriction applicable to the tender or guarantee of a tender on behalf of another person. A tender of Shares made pursuant to any required signature guarantees, or an agent's message, and any other required documents must, in any case, be transmitted to, and received by, the depositary at one method of its addresses delivery set forth on the back cover of this Offer to Purchase prior to the expiration date, or herein will constitute a binding agreement between the tendering stockholder and the Company upon the terms and subject to the conditions of the Offer, including the tendering stockholder's representation and warranty that (i) such stockholder has a "net long position" in Shares or equivalent securities at least equal to the Shares being tendered within the meaning of Rule 14e-4 and (ii) such tender of Shares complies with Rule 14e-4. Signature Guarantees. No signature guarantee is required on the Letter of Transmittal if the Letter of Transmittal is signed by the registered holder of the Shares (which term, for purposes of this Section, includes any participant in The Depository Trust Company or Philadelphia Depository Trust Company (collectively, the "Book-Entry Transfer Facilities") whose name appears on a security position listing as the holder of the Shares) tendered therewith, and payment and delivery are to be made directly to such registered holder, or if Shares 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 having an office, branch or agency in the United States (each such entity being hereinafter referred to as an "Eligible Institution"). In all other cases, all signatures on the Letter of Transmittal must comply be guaranteed by an Eligible Institution. See Instruction 1 of the Letter of Transmittal. If a certificate representing Shares is registered in the name of a person other than the signer of a Letter of Transmittal, or if payment is to be made, or Shares not purchased or tendered are to be issued, to a person other than the registered holder, the certificate must be endorsed or accompanied by an appropriate stock power, in either case signed exactly as the name of the registered holder appears on the certificate, with the signature on the certificate or stock power guaranteed delivery procedures described belowby an Eligible Institution. The In all cases, payment for Shares tendered and accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of certificates for such Shares (or a timely confirmation of a book-entry transfer of shares such Shares into the depositaryDepositary's account at one of the bookBook-entry transfer facility as Entry Transfer Facilities), a properly completed and duly executed Letter of Transmittal (or facsimile thereof) and any other documents required by the Letter of Transmittal. Method of Delivery. THE METHOD OF DELIVERY OF ALL DOCUMENTS, INCLUDING SHARE CERTIFICATES, THE LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS, IS AT THE ELECTION AND RISK OF THE TENDERING STOCKHOLDER. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. Federal Income Tax Withholding. To prevent backup federal income tax withholding equal to 31% of the gross payments made pursuant to the Offer, each stockholder who does not otherwise establish an exemption from such withholding must notify the Depositary of such stockholder's correct taxpayer identification number (or certify that such taxpayer is awaiting a taxpayer identification number) and provide certain other information by completing, under penalties of perjury, the Substitute Form W-9 included in the Letter of Transmittal. Foreign stockholders who are individuals must submit Form W-8, certifying non-United States status, in order to avoid backup withholding. The Depositary will withhold 30% of the gross payments payable to a foreign stockholder unless the Depositary determines that a reduced rate of withholding or an exemption from withholding is applicable. For this purpose, a foreign stockholder is a stockholder that is not (i) a citizen or resident of the United States for federal income tax purposes, (ii) a corporation or other entity created or organized in or under the laws of the United States or any political subdivision thereof, (iii) any estate, trust or other person or entity the income of which is subject to United States federal income taxation on a net income basis regardless of the source of such income or (iv) a partnership to the extent the interest therein is actually or constructively owned by a person or entity described above is referred to herein in clause (i), (ii) or (iii) of this paragraph. The Depositary will determine a stockholder's status as a book-entry confirmationforeign stockholder and eligibility for a reduced rate of, or an exemption from, withholding by reference to the stockholder's address and to any outstanding certificates or statements concerning eligibility for a reduced rate of, or exemption from, withholding (e.g., Form 1001 or Form 4224) unless facts and circumstances indicate that such reliance is not warranted. DELIVERY OF DOCUMENTS TO THE BOOK-ENTRY TRANSFER FACILITY IN ACCORDANCE WITH THE BOOK-ENTRY TRANSFER FACILITY'S PROCEDURES DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARYA foreign stockholder who has not previously submitted the appropriate certificates or statements with respect to a reduced rate of, or exemption from, withholding for which such stockholder may be eligible should consider doing so in order to avoid overwithholding. A foreign stockholder may be eligible to obtain a refund of tax withheld if such stockholder meets one of the three tests for capital gain or loss treatment described in Section 14 or is otherwise able to establish that no tax or a reduced amount of tax was due. For a discussion of certain other federal income tax consequences to tendering stockholders, see Section 14.

PROCEDURE FOR TENDERING SHARES. VALID TENDER Proper Tender of Shares. For shares Shares to be validly properly tendered pursuant to the offer: - either Offer: (a) the certificates for such Shares (or confirmation of receipt of such Shares pursuant to the procedures for book-entry transfer set forth below), together with a properly completed and duly executed Letter of Transmittal (or a facsimile thereof, together ) with any required signature guarantees, or, in the case of a book-entry transfer, an agent's message, as described below, and any other documents required documentsby the Letter of Transmittal, must be received before the Expiration Time by Registrar and Transfer Company, as depositary, the Depositary at one of its addresses address set forth on the back cover of this Offer to Purchase prior to the expiration datePurchase; and - either certificates for tendered shares must be received by the depositary at one of such addresses or the shares must be delivered pursuant to the procedures for book-entry transfer described below, and a book-entry confirmation received by the depositary, in each case, prior to the expiration date or or (b) the tendering stockholder must comply with the guaranteed delivery procedures procedure set forth below. Registrar and Transfer Company will establish an account with respect Unless the Rights are redeemed prior to the shares Expiration Time, holders of Shares are required to tender one Right for each Share tendered in order to effect a valid tender of such Share. Unless and until Rights Certificates (as defined in Section 11) are issued, a tender of Shares pursuant to the Offer will constitute a tender of the associated Rights evidenced by the certificate for such Shares. If Rights Certificates are issued, holders of Shares will be required to tender Rights Certificates representing a number of Rights equal to the number of Shares tendered. If, after Rights Certificates are issued, a stockholder sells the Rights separately from the Shares, the selling stockholder will be unable to tender Shares unless the stockholder reacquires Rights to tender with the Shares. As specified in Instruction 5 of the Letter of Transmittal, each stockholder desiring to tender Shares pursuant to the Offer must properly indicate in the section captioned "Price (In Dollars) Per Share At Which Shares Are Being Tendered" on the Letter of Transmittal the price (in multiples of $.125) at which his Shares are being tendered, except that an Odd Lot Owner may check the box in the section of the Letter of Transmittal entitled "Odd Lots" indicating that he is tendering all of his Shares at the Purchase Price. Stockholders desiring to tender Shares at more than one price must complete separate Letters of Transmittal for each price at which Shares are being tendered, except that the same Shares cannot be tendered (unless properly withdrawn previously in accordance with the terms of the Offer) at more than one price. IN ORDER TO PROPERLY TENDER SHARES, ONE AND ONLY ONE PRICE BOX MUST BE CHECKED IN THE APPROPRIATE SECTION ON EACH LETTER OF TRANSMITTAL. It is a violation of Rule 14e-4 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), for a person acting alone or in concert with others, directly or indirectly, to tender Shares for his own account unless at the time of tender and at the Expiration Time he has a "net long position" equal to or greater than the amount tendered in (i) the Shares and will deliver or cause to be delivered such Shares for the purpose of tender to the Company within the period specified in the Offer or (ii) other securities immediately convertible into, exercisable for or exchangeable into Shares ("equivalent securities") and, upon the acceptance of his tender, will acquire such Shares by conversion, exchange or exercise of such securities to the extent required by the terms of the Offer and will deliver or cause to be delivered such Shares so acquired for the purpose of tender to the Company within the period specified in the Offer. Rule 14e-4 also provides a similar restriction applicable to the tender or guarantee of a tender on behalf of another person. A tender of Shares made pursuant to any method of delivery set forth herein will constitute a binding agreement between the tendering stockholder and the Company upon the terms and subject to the conditions of the Offer, including the tendering stockholder's representation and warranty that (i) such stockholder has a "net long position" in Shares or equivalent securities at least equal to the Shares being tendered within the meaning of Rule 14e-4 and (ii) such tender of Shares complies with Rule 14e-4. Signature Guarantees. No signature guarantee is required on the Letter of Transmittal if the Letter of Transmittal is signed by the registered holder of the Shares (which term, for purposes of this Section, includes any participant in The Depository Trust Company, Midwest Securities Trust Company or Philadelphia Depository Trust Company (collectively, the "Book-Entry Transfer Facilities") whose name appears on a security position listing as the holder of the Shares) tendered therewith, and payment and delivery are to be made directly to such registered holder, or if Shares 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 having an office, branch or agency in the United States (each such entity being hereinafter referred to as an "Eligible Institution"). In all other cases, all signatures on the book-entry transfer facility, for purposes Letter of Transmittal must be guaranteed by an Eligible Institution. See Instruction 1 of the offer within two business days after the date Letter of this Offer to PurchaseTransmittal. Any financial institution that If a certificate representing Shares is a participant registered in the book-entry transfer facility's systems may make book-entry delivery name of shares by causing a person other than the book-entry transfer facility to transfer such shares into the depositary's account in accordance with the book-entry transfer facility's procedure for such transfer. However, although delivery signer of shares may be effected through book-entry transfer into the depositary's account at the book-entry transfer facility, the a Letter of Transmittal, or facsimile thereofif payment is to be made, properly completed and duly executedor Shares not purchased or tendered are to be issued, to a person other than the registered holder, the certificate must be endorsed or accompanied by an appropriate stock power, in either case signed exactly as the name of the registered holder appears on the certificate, with any required the signature guarantees, or an agent's message, and any other required documents must, in any case, be transmitted to, and received by, the depositary at one of its addresses set forth on the back cover of this Offer to Purchase prior certificate or stock power guaranteed by an Eligible Institution. In all cases, payment for Shares tendered and accepted for payment pursuant to the expiration date, Offer will be made only after timely receipt by the Depositary of certificates for such Shares (or the tendering stockholder must comply with the guaranteed delivery procedures described below. The a timely confirmation of a book-entry transfer of shares such Shares into the depositaryDepositary's account at one of the bookBook-entry transfer facility as described above is referred to herein as Entry Transfer Facilities), a book-entry confirmation. DELIVERY OF DOCUMENTS TO THE BOOK-ENTRY TRANSFER FACILITY IN ACCORDANCE WITH THE BOOK-ENTRY TRANSFER FACILITY'S PROCEDURES DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARYproperly completed and duly executed Letter of Transmittal (or facsimile thereof) and any other documents required by the Letter of Transmittal.

PROCEDURE FOR TENDERING SHARES. VALID TENDER For shares a KCPL Shareholder to be validly tendered tender Shares pursuant to the offer: - either Offer, (i) a properly completed and duly executed Letter of Transmittal (or manually executed facsimile thereof), together with any required signature guarantees, or, or an Agent's Message (as defined herein) in the case of connection with a book-entry transfer, an agent's message, as described below, and any other required documents, must be transmitted to and received by Registrar and Transfer Company, as depositary, the Exchange Agent at one of its addresses set forth on the back cover of this Offer to Purchase prior to the expiration date; Prospectus and - either certificates for tendered shares Shares must be received by the depositary Exchange Agent at one of such addresses address or the shares such Shares must be delivered tendered pursuant to the procedures for book-entry transfer described below, tender set forth under "The Offer--Procedure for Tendering" (and a book-entry confirmation received by the depositaryof receipt of such tender received), in each case, prior to the expiration date Expiration Date, or the tendering stockholder (ii) such KPCL Shareholder must comply with the guaranteed delivery procedures procedure set forth below. Registrar and Transfer Company will establish an account with respect to the shares at under "The Depository Trust Company, referred to as the book-entry transfer facility, Offer--Procedure for purposes of the offer within two business days after the date of this Offer to Purchase. Any financial institution that is a participant in the book-entry transfer facility's systems may make book-entry delivery of shares by causing the book-entry transfer facility to transfer such shares into the depositary's account in accordance with the book-entry transfer facility's procedure for such transfer. However, although delivery of shares may be effected through book-entry transfer into the depositary's account at the book-entry transfer facility, the Letter of Transmittal, or facsimile thereof, properly completed and duly executed, with any required signature guarantees, or an agent's message, and any other required documents must, in any case, be transmitted to, and received by, the depositary at one of its addresses set forth on the back cover of this Offer to Purchase prior to the expiration date, or the tendering stockholder must comply with the guaranteed delivery procedures described below. The confirmation of a book-entry transfer of shares into the depositary's account at the book-entry transfer facility as described above is referred to herein as a book-entry confirmation. Tendering." THE METHOD OF DELIVERY OF DOCUMENTS TO THE BOOK-ENTRY TRANSFER FACILITY IN ACCORDANCE WITH THE SHARE CERTIFICATES AND ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH ANY BOOK-ENTRY TRANSFER FACILITY'S PROCEDURES DOES NOT CONSTITUTE , IS AT THE OPTION AND RISK OF THE TENDERING SHAREHOLDER, AND THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE EXCHANGE AGENT. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO THE DEPOSITARYENSURE TIMELY DELIVERY. Certain Federal Income Tax Consequences. In the opinions of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ and LeBoeuf, Lamb, ▇▇▇▇▇▇ & ▇▇▇▇▇▇, L.L.P., special counsel to Western Resources, which opinions are based upon certain assumptions made with the consent of Western Resources, exchanges of Shares for Western Resources Common Stock pursuant to the Offer and the Merger will be treated for federal income tax purposes as exchanges pursuant to a plan of reorganization within the meaning of the Code, and no gain or loss will be recognized by (i) Western Resources or KCPL as a result of the Offer or the Merger or (ii) a holder of Shares upon the exchange in the Offer or the Merger of such Shares solely for Western Resources Common Stock, except with respect to the receipt of cash in lieu of fractional shares of Western Resources Common Stock. All Shareholders should carefully read the summary of the federal income tax consequences of the Offer and the Merger under "The Offer--Certain Federal Income Tax Consequences" and are urged to consult with their own tax advisors as to the federal, state, local and foreign tax consequences in their particular circumstances. Effect of Offer on Market for Shares; Registration Under the Exchange Act. The exchange of Shares pursuant to the Offer will reduce the number of holders of Shares and the number of Shares that might otherwise trade publicly and, depending upon the number of Shares so purchased, could adversely affect the liquidity and market value of the remaining Shares held by the public. The Shares are listed and principally traded on the NYSE and are also listed on the CSE. Depending upon the number of Shares acquired pursuant to the Offer, following consummation of the Offer, the Shares may no longer meet the requirements of such exchanges for continued listing and the Shares may no longer constitute "margin securities" for the purposes of the Federal Reserve Board's margin regulations, in which event the Shares would be ineligible as collateral for margin loans made by brokers. For a description of the treatment of Shares in the Merger, see "The Offer--Purpose of the Offer; the Merger." Dissenters' Rights. In connection with the Merger and pursuant to Sections 351.447 and 351.455 of the MGBCL, a KCPL Shareholder may, by following the procedures set forth in "The Offer--Dissenters' Rights," demand in writing that Western Resources pay the fair value of his Shares. Within ten days after the effective date of the Merger, Western Resources will notify each holder of Shares still outstanding immediately after consummation of the Offer that the Merger has occurred. A dissenting shareholder then has twenty days after the mailing of such notice to demand in writing the fair value of his common equity interest immediately prior to the Merger, exclusive of any element of value arising from the expectation or accomplishment of the Merger. For a more detailed description, see "The Offer--Purpose of the Offer; the Merger" and "The Offer--Dissenters' Rights." DESCRIPTION OF WESTERN RESOURCES CAPITAL STOCK The authorized capital stock of Western Resources consists of 85,000,000 shares of Western Resources Common Stock, par value $5.00 per share, 4,000,000 shares of preference stock, no par value, 6,000,000 shares of preferred stock, no par value, and 600,000 shares of preferred stock, par value $100.00 per share. As of July 3, 1996, there were 63,983,885 shares of Western Resources Common Stock issued and outstanding, 138,576 shares of 4.5%, 60,000 shares of 4.25%, and 50,000 shares of 5% preferred stock, par value $100.00 per share issued and outstanding. As of July 3, 1996, there were 500,000 shares of 7.58% Series preference stock outstanding. Holders of shares of Western Resources Common Stock are entitled to one vote per share for each share held. Subject to the rights of holders of shares of Western Resources' outstanding preferred and preference stocks, holders of shares of Western Resources Common Stock have equal rights to participate in dividends when declared and, in the event of liquidation, in the net assets of Western Resources available for distribution to stockholders. Western Resources may not declare any dividends on the Western Resources Common Stock unless full preferential amounts to which holders of Western Resources' preferred and preference stocks are entitled have been paid or declared and set apart for payment. The Western Resources Articles also contain restrictions on the payment of dividends. For additional information concerning the capital stock of Western Resources, see "Description of Western Resources Capital Stock." MARKET PRICES The following table sets forth the market price per share of Western Resources Common Stock and per Share and the equivalent market price per Share on (i) April 12, 1996, the last trading day before public announcement of the April 14 Offer, (ii) June 14, 1996, the last trading day before the public announcement of the increased Offer, and (iii) July 2, 1996, the last trading day prior to the date of this Prospectus. The historical market prices represent the closing prices per share on such dates on the NYSE Composite Tape. The equivalent market prices per Share represent the closing price per share of Western Resources Common Stock multiplied by the Exchange Ratio which is exchangeable in the Offer for each Share. See "Market Prices and Dividends."

PROCEDURE FOR TENDERING SHARES. VALID TENDER For shares Valid Tender. Except as set forth below, for Shares to be validly tendered pursuant to the offer: - Offer, either (i) a properly completed and duly executed Letter of Transmittal (or a facsimile thereof), together with any required signature guarantees, or, or in the case of a book-entry transfer, an agentAgent's message, Message (as described defined below), and any other required documents, must be received by Registrar and Transfer Company, as depositary, the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase prior to the expiration date; Expiration Date and - either certificates for tendered shares Shares must be received by the depositary Depositary at one of such addresses or the shares such Shares must be delivered pursuant to the procedures for book-entry transfer described below, set forth below (and a bookBook-entry confirmation Entry Confirmation (as defined below) received by the depositaryDepositary), in each case, case prior to the expiration date Expiration Date, or (ii) the tendering stockholder must comply with the guaranteed delivery procedures set forth below. Registrar and Transfer Company will establish an account with respect to the shares at The Depository Trust Company, referred to as the book-entry transfer facility, for purposes of the offer within two business days after the date of this Offer to Purchase. Any financial institution that is a participant in the book-entry transfer facility's systems may make book-entry delivery of shares by causing the book-entry transfer facility to transfer such shares into the depositary's account in accordance with the book-entry transfer facility's procedure for such transfer. However, although delivery of shares may be effected through book-entry transfer into the depositary's account at the book-entry transfer facility, the Letter of Transmittal, or facsimile thereof, properly completed and duly executed, with any required signature guarantees, or an agent's message, and any other required documents must, in any case, be transmitted to, and received by, the depositary at one of its addresses set forth on the back cover of this Offer to Purchase prior to the expiration date, or the tendering stockholder must comply with the guaranteed delivery procedures described below. The confirmation of a book-entry transfer of shares into the depositary's account at the book-entry transfer facility as described above is referred to herein as a book-entry confirmation. THE METHOD OF DELIVERY OF DOCUMENTS TO SHARES, THE BOOK-ENTRY TRANSFER FACILITY IN ACCORDANCE WITH THE LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH A BOOK-ENTRY TRANSFER FACILITY'S PROCEDURES DOES NOT CONSTITUTE , IS AT THE ELECTION AND RISK OF THE TENDERING STOCKHOLDER. SHARES WILL BE DEEMED DELIVERED ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY (INCLUDING, IN THE CASE OF A BOOK-ENTRY TRANSFER, BY BOOK-ENTRY CONFIRMATION). IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO THE DEPOSITARYENSURE TIMELY DELIVERY.

PROCEDURE FOR TENDERING SHARES. VALID TENDER For shares TENDERS. Except as set forth below, for Shares to be validly tendered pursuant to the offer: - either Offer, a properly completed and duly executed Letter of Transmittal (or a manually signed facsimile thereof), together with any required signature guarantees, or, in the case of a book-entry transfer, an agentAgent's message, as described belowMessage, and any other required documents, must be received by Registrar and Transfer Company, as depositary, the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase prior to the expiration date; and - either certificates for tendered shares must be received by the depositary at one of such addresses or the shares must be delivered pursuant to the procedures for book-entry transfer described belowExpiration Date, and a book-entry confirmation received by the depositary, in each case, prior to the expiration date or the tendering stockholder must comply with the guaranteed delivery procedures procedure set forth below. Registrar In addition, either (i) certificates representing such Shares must be received by the Depositary along with the Letter of Transmittal or such Shares must be tendered pursuant to the procedure for book-entry transfer set forth below, and Transfer Company a Book-Entry Confirmation must be received by the Depositary, in each case prior to the Expiration Date, or (ii) the guaranteed delivery procedure set forth below must be complied with. No alternative, conditional or contingent tenders will be accepted. DELIVERY OF DOCUMENTS TO THE BOOK-ENTRY TRANSFER FACILITY IN ACCORDANCE WITH SUCH BOOK-ENTRY TRANSFER FACILITY'S PROCEDURES DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY. BOOK-ENTRY TRANSFER. The Depositary will make a request to establish an account with respect to the shares Shares at The Depository Trust Company, referred to as the bookBook-entry transfer facility, Entry Transfer Facility for purposes of the offer Offer within two business days after the date of this Offer to Purchase. Any financial institution that is a participant in the bookBook-entry transfer facilityEntry Transfer Facility's systems system may make book-entry delivery of shares Shares by causing the bookBook-entry transfer facility Entry Transfer Facility to transfer such shares Shares into the depositaryDepositary's account at the Book-Entry Transfer Facility in accordance with the booksuch Book-entry transfer facilityEntry Transfer Facility's procedure procedures for such transfer. However, although Although delivery of shares Shares may be effected through book-entry transfer into the depositary's account at the bookBook-entry transfer facilityEntry Transfer Facility prior to the Expiration Date, (i) the Letter of Transmittal, Transmittal (or a manually signed facsimile thereof), properly completed and duly executed, with any required signature guarantees, or an agentAgent's messageMessage in connection with a book-entry transfer, and any other required documents documents, must, in any case, be transmitted to, to and received by, by the depositary Depositary at one of its addresses set forth on the back cover of this Offer to Purchase prior to the expiration date, Expiration Date or the tendering stockholder must comply with (ii) the guaranteed delivery procedures described below must be complied with. SIGNATURE GUARANTEE. No signature guarantee is required on the Letter of Transmittal in cases where Shares are tendered (i) by a registered holder of Shares who has not completed either the box labeled "Special Delivery Instructions" or the box labeled "Special Payment Instructions" on the Letter of Transmittal or (ii) for the account of any Eligible Institution (as defined below). The confirmation In all other cases, signatures on the Letter of Transmittal must be guaranteed by a member in good standing of the Securities Transfer Agents Medallion Program, or by any other bank, broker, dealer, credit union, savings association or other entity which is an "eligible guarantor institution," as such term is defined in Rule 17Ad-15 under the Exchange Act (each of the foregoing being referred to as an "Eligible Institution" and, collectively, as "Eligible Institutions"). See Instructions 1 and 5 of the Letter of Transmittal. If the certificates evidencing Shares are registered in the name of a book-entry transfer person or persons other than the signer of shares into the depositary's account at Letter of Transmittal, or if payment is to be made, or delivered to, or certificates for unpurchased Shares are to be issued or returned to, a person other than the book-entry transfer facility as described above is referred to herein as a book-entry confirmation. DELIVERY OF DOCUMENTS TO THE BOOK-ENTRY TRANSFER FACILITY IN ACCORDANCE WITH THE BOOK-ENTRY TRANSFER FACILITY'S PROCEDURES DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY.registered owner or owners, then the tendered certificates must be

PROCEDURE FOR TENDERING SHARES. VALID TENDER For shares Shareholders wishing to be validly tendered tender Shares pursuant to the offer: - either Offer should mail or otherwise deliver a completed and executed Letter of Transmittal to the Subadministrator at the address listed on the last page of this Offer to Purchase. The completed and executed Letter of Transmittal must be RECEIVED by the Subadministrator no later than the Expiration Date. The Fund recommends that all documents be submitted to the Subadministrator via certified mail, return receipt requested, or by express delivery service. Shareholders who wish to confirm receipt of a Letter of Transmittal may contact the Subadministrator at the address or telephone numbers listed on the last page of this Offer to Purchase. All questions as to the validity, form, eligibility (including time of receipt), payment 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. Neither the Fund, the Subadministrator, Allegiance Investment Management, LLC, the Fund's administrator (the "ADMINISTRATOR" and together with the Subadministrator, the "ADMINISTRATORS") A T Funds, LLC, the Fund's investment adviser (the "ADVISER"), Treesdale Partners, LLC, the Fund's investment subadviser (the "SUBADVISER" and together with the Adviser, the "ADVISERS"), nor any other person shall be under any duty to give notification of any defects or irregularities in tenders, nor shall any of the foregoing 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. Payment for Shares tendered and accepted for payment pursuant to the Offer will be made, in all cases, only after timely receipt of a properly completed and duly executed Letter of Transmittal or facsimile thereof, together with any required signature guarantees, or, in the case of a book-entry transfer, an agent's message, as described belowfor such Shares, and any other documents required documents, must be received by Registrar and Transfer Company, as depositary, at one of its addresses set forth on the back cover of this Offer to Purchase prior to the expiration date; and - either certificates for tendered shares must be received by the depositary at one of such addresses or the shares must be delivered pursuant to the procedures for book-entry transfer described below, and a book-entry confirmation received by the depositary, in each case, prior to the expiration date or the tendering stockholder must comply with the guaranteed delivery procedures set forth below. Registrar and Transfer Company will establish an account with respect to the shares at The Depository Trust Company, referred to as the book-entry transfer facility, for purposes of the offer within two business days after the date of this Offer to Purchase. Any financial institution that is a participant in the book-entry transfer facility's systems may make book-entry delivery of shares by causing the book-entry transfer facility to transfer such shares into the depositary's account in accordance with the book-entry transfer facility's procedure for such transfer. However, although delivery of shares may be effected through book-entry transfer into the depositary's account at the book-entry transfer facility, the Letter of Transmittal, or facsimile thereof, properly completed . The tender of Shares pursuant to any of the procedures described in this Section 3 will constitute an agreement between the tendering Shareholder and duly executed, with any required signature guarantees, or an agent's message, the Fund upon the terms and any other required documents must, in any case, be transmitted to, and received by, the depositary at one of its addresses set forth on the back cover of this Offer to Purchase prior subject to the expiration date, or conditions of the tendering stockholder must comply with the guaranteed delivery procedures described belowOffer. The confirmation of a book-entry transfer of shares into the depositary's account at the book-entry transfer facility as described above is referred to herein as a book-entry confirmation. THE METHOD OF DELIVERY OF ALL REQUIRED DOCUMENTS TO IS AT THE BOOK-ENTRY TRANSFER FACILITY IN ACCORDANCE ELECTION AND RISK OF EACH TENDERING SHAREHOLDER. IF DELIVERY IS BY MAIL, CERTIFIED MAIL WITH THE BOOK-ENTRY TRANSFER FACILITY'S PROCEDURES DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARYRETURN RECEIPT REQUESTED IS RECOMMENDED.

PROCEDURE FOR TENDERING SHARES. VALID TENDER TENDER. For shares Shares to be validly tendered pursuant to the offer: - Offer, either (i) a properly completed and duly executed Letter of Transmittal (or facsimile thereof), together with any required signature guarantees, or, or in the case of a book-entry transfer, an agentAgent's message, Message (as described defined below), and any other required documents, must be received by Registrar and Transfer Company, as depositary, the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase prior to the expiration date; Expiration Date and - either certificates for tendered shares Shares must be received by the depositary Depositary at one of such addresses or the shares such Shares must be delivered pursuant to the procedures for book-entry transfer described below, set forth below (and a bookBook-entry confirmation Entry Confirmation (as defined below) received by the depositaryDepositary), in each case, case prior to the expiration date Expiration Date, or (ii) the tendering stockholder shareholder must comply with the guaranteed delivery procedures set forth below. Registrar and Transfer Company The Depositary will establish an account accounts with respect to the shares Shares at The Cede & Co. Depository Trust Company, referred to as Company (the book"Book-entry transfer facility, Entry Transfer Facility") for purposes of the offer Offer within two (2) business days after the date of this Offer to Purchase. Any financial institution that is a participant in the bookBook-entry transfer facilityEntry Transfer Facility's systems may make book-entry delivery of shares Shares by causing the bookBook-entry transfer facility Entry Transfer Facility to transfer such shares Shares into the depositaryDepositary's account in accordance with the bookBook-entry transfer facilityEntry Transfer Facility's procedure for such transfer. However, although delivery of shares Shares may be effected through book-entry transfer into the depositaryDepositary's account at the bookBook-entry transfer facilityEntry Transfer Facility, the Letter of Transmittal, Transmittal (or facsimile thereof), properly completed and duly executed, with any required signature guarantees, or an agentAgent's messageMessage, and any other required documents must, in any case, be transmitted to, and received by, the depositary Depositary at one of its addresses set forth on the back cover of this Offer to Purchase prior to the expiration dateExpiration Date, or the tendering stockholder shareholder must comply with the guaranteed delivery procedures described below. The confirmation of a book-entry transfer of shares Shares into the depositaryDepositary's account at the bookBook-entry transfer facility Entry Transfer Facility as described above is referred to herein as a book"Book-entry confirmation. Entry Confirmation." DELIVERY OF DOCUMENTS TO THE BOOK-ENTRY TRANSFER FACILITY IN ACCORDANCE WITH THE SUCH BOOK-ENTRY TRANSFER FACILITY'S PROCEDURES DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY.

PROCEDURE FOR TENDERING SHARES. VALID TENDER For shares to be validly tendered TENDER. To tender Shares pursuant to the offer: - Offer, either (a) a properly completed and duly executed Letter of Transmittal (or a facsimile thereof) in accordance with the instructions of the Letter of Transmittal, together with any required signature guarantees, or, in certificates for the case of a book-entry transfer, an agent's message, as described below, Shares to be tendered and any other documents required documents, by the Letter of Transmittal must be received by Registrar and Transfer Company, as depositary, the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase prior to the expiration date; and - either certificates for tendered shares Expiration Date, (b) such Shares must be received by the depositary at one of such addresses or the shares must be properly delivered pursuant to the procedures for book-entry transfer described below, below and a book-entry confirmation of such delivery received by the depositary, in each caseDepositary which confirmation must include an Agent's Message (as defined below) if the tendering stockholder has not delivered a Letter of Transmittal, prior to the expiration date Expiration Date, or (c) the tendering stockholder must comply with the guaranteed delivery procedures set forth below. Registrar The term "AGENT'S MESSAGE" means a message, transmitted by the Book-Entry Transfer Facility to, and received by, the Depositary and forming a part of a Book-Entry Confirmation (as defined below), which states that the Book-Entry Transfer Company Facility has received an express acknowledgment from the participant in the Book-Entry Transfer Facility tendering the Shares, which are the subject of such Book-Entry Confirmation, that such participant has received and will be bound by the terms of the Letter of Transmittal and that we may enforce such agreement against the participant. BOOK-ENTRY TRANSFER. The Depositary will establish an account with respect to the shares Shares at The Depository Trust Company, referred to as the bookBook-entry transfer facility, Entry Transfer Facility for purposes of the offer Offer within two business days Business Days after the date of this Offer to Purchase. Any financial institution that is a participant in the Book-Entry Transfer Facility's systems may make a book-entry transfer facility's systems may make book-entry delivery of shares Shares by causing the bookBook-entry transfer facility Entry Transfer Facility to transfer such shares Shares into the depositaryDepositary's account in accordance with the bookBook-entry transfer facilityEntry Transfer Facility's procedure procedures for such transfer. However, although delivery of shares Shares may be effected through book-entry transfer into the depositary's account at the book-entry transfer facilitytransfer, either the Letter of Transmittal, Transmittal (or facsimile thereof), properly completed and duly executed, together with any required signature guarantees, or an agentAgent's messageMessage in lieu of the Letter of Transmittal, and any other required documents documents, must, in any case, be transmitted to, to and received by, by the depositary Depositary at one of its addresses set forth on the back cover of this Offer to Purchase prior to by the expiration dateExpiration Date, or the tendering stockholder must comply with the guaranteed delivery procedures described below. The confirmation of a book-entry transfer of shares Shares into the depositaryDepositary's account at the bookBook-entry transfer facility Entry Transfer Facility as described above is referred to herein as a book"BOOK-entry confirmationENTRY CONFIRMATION." The Letter of Transmittal, and any other documents required therein, must be transmitted to and received by the Depositary at one of the addresses set forth on the back cover of this Offer to Purchase. DELIVERY OF DOCUMENTS TO THE BOOK-ENTRY TRANSFER FACILITY IN ACCORDANCE WITH THE BOOK-ENTRY TRANSFER FACILITY'S PROCEDURES DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY. SIGNATURE GUARANTEES AND STOCK POWERS. Except as otherwise provided below, all signatures on a Letter of Transmittal must be guaranteed by a financial institution that is a member of the New York Stock Exchange Medallion Signature Guarantee Program or by any other "eligible guarantor institution," as such term is defined in Rule 17Ad-15 under the Exchange Act (an "ELIGIBLE INSTITUTION"). Most commercial banks, savings and loans associations and brokerage houses are Eligible Institutions. Signatures on a Letter of Transmittal need not be guaranteed (a) if the Letter of Transmittal is signed by the registered holder (which term, for purposes of this section, includes any participant in any of the Book-Entry Transfer Facility's systems whose name appears on a security position listing as the owner of the Shares) of Shares tendered therewith and such registered holder has not completed the box entitled "Special Payment Instructions" or the box entitled "Special Delivery Instructions" on the Letter of Transmittal or (b) if such Shares are tendered for the account of an Eligible Institution. See Instructions 1 and 5 of the Letter of Transmittal. If the certificates for Shares are registered in the name of a person other than the signer of the Letter of Transmittal, or if payment is to be made or certificates for Shares not tendered or not accepted for payment or are to be returned to a person other than the registered holder of the certificates surrendered, then the tendered certificates must be endorsed or accompanied by appropriate stock powers, in either case signed exactly as the name or names of the registered holders or owners appear on the certificates, with the signatures on the certificates or stock powers guaranteed as described above. See Instructions 1 and 5 of the Letter of Transmittal.

PROCEDURE FOR TENDERING SHARES. VALID TENDER Valid Tender. For shares Shares to be validly tendered pursuant to the offer: - either Offer, a properly completed and duly executed Letter of Transmittal (or facsimile thereof), together with any required signature guarantees, or, or an Agent's Message in the case of connection with a book-entry transfer, an agent's message, as described belowdelivery of Shares, and any other documents required documentsby the Letter of Transmittal, must be received by Registrar and Transfer Company, as depositary, the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase prior to the expiration date; and - Expiration Date. In addition, either (i) certificates for tendered shares Shares must be received by the depositary Depositary along with the Letter of Transmittal at one of such addresses or the shares such Shares must be delivered tendered pursuant to the procedures procedure for book-entry transfer described below, set forth below (and a bookBook-entry confirmation Entry Confirmation received by the depositaryDepositary), in each case, case prior to the expiration date Expiration Date, or (ii) the tendering stockholder must comply with the guaranteed delivery procedures procedure set forth below. Registrar and Transfer Company Book-Entry Transfer. The Depositary will establish an account with respect to the shares Shares at The Depository Trust Company, referred to as the bookeach Book-entry transfer facility, Entry Transfer Facility for purposes of the offer Offer within two business days after the date of this Offer to Purchase. Any financial institution that is a participant in any of the bookBook-entry transfer facility's Entry Transfer Facilities' systems may make book-entry delivery of shares Shares by causing the booka Book-entry transfer facility Entry Transfer Facility to transfer such shares Shares into the depositaryDepositary's account at a Book-Entry Transfer Facility in accordance with the booksuch Book-entry transfer facilityEntry Transfer Facility's procedure procedures for such transfer. However, although delivery of shares Shares may be effected through book-entry transfer into the depositary's account at the booka Book-entry transfer facilityEntry Transfer Facility, the Letter of Transmittal, Transmittal (or facsimile thereof), properly completed and duly executed, with any required signature guarantees, or an agentAgent's messageMessage in connection with a book-entry transfer, and any other required documents documents, must, in any case, be transmitted to, and received by, the depositary Depositary at one of its addresses set forth on the back cover of this Offer to Purchase prior to the expiration dateExpiration Date, or the tendering stockholder must comply with the guaranteed delivery procedures procedure described below. The confirmation of a book-entry transfer of shares into the depositary's account at the book-entry transfer facility as described above is referred to herein as a book-entry confirmation. DELIVERY OF DOCUMENTS TO THE A BOOK-ENTRY TRANSFER FACILITY IN ACCORDANCE WITH THE SUCH BOOK-ENTRY TRANSFER FACILITY'S PROCEDURES DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY. THE METHOD OF DELIVERY OF SHARES, THE LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH ANY BOOK-ENTRY TRANSFER FACILITY, IS AT THE ELECTION AND RISK OF THE TENDERING STOCKHOLDER. SHARES WILL BE DEEMED DELIVERED 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. Signature Guarantees. No signature guarantee is required on the Letter of Transmittal if (i) the Letter of Transmittal is signed by the registered holder of Shares (which term, for purposes of this Section, includes any participant in any of the Book-Entry Transfer Facilities Systems whose name appears on a security position listing as the owner of the Shares) tendered therewith and such registered holder has not completed either the box entitled "Special Delivery Instructions" or the box entitled "Special Payment Instructions" on the Letter of Transmittal or (ii) such Shares are tendered for the account of a bank, broker, dealer, credit union, savings association or other entity that is a member in good standing of a recognized Medallion Program approved by The Securities Transfer Association, Inc. (an "Eligible Institution"). In all other cases, all signatures on the Letter of Transmittal must be guaranteed by an Eligible Institution. See Instructions 1 and 5 to the Letter of Transmittal. If the certificates for Shares are registered in the name of a person other than the signer of the Letter of Transmittal, or if payment is to be made or certificates for Shares not tendered or not accepted for payment are to be issued to a person other than the registered holder of the certificates surrendered, the tendered certificates must be endorsed or accompanied by appropriate stock powers, in either case signed exactly as the name or names of the registered holders or owners appear on the certificates, with the signatures on the certificates or stock powers guaranteed as described above. See Instruction 5 to the Letter of Transmittal.

PROCEDURE FOR TENDERING SHARES. VALID TENDER For shares Except as set forth below, in order for Shares to be validly tendered pursuant to the offer: - either Offer, the Letter of Transmittal (or a facsimile thereof), properly completed and duly executed Letter of Transmittal or facsimile thereofexecuted, together with any required signature guarantees, or, or an Agent's Message (as hereinafter defined) in the case of connection with a book-entry transfer, an agent's message, as described belowtransfer of Shares, and any other documents required documentsby the Letter of Transmittal, must be received by Registrar and Transfer Company, as depositary, the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase on or prior to the expiration date; Expiration Date, and - either (i) certificates for representing tendered shares Shares must be received by the depositary at one of Depositary, or such addresses or the shares Shares must be delivered tendered pursuant to the procedures procedure for book-entry transfer described below, set forth below (and a book-entry confirmation of receipt of such delivery must be received by the depositaryDepositary), in each case, case on or prior to the expiration date Expiration Date, or the tendering stockholder must comply with (ii) the guaranteed delivery procedures set forth belowbelow must be complied with. Registrar and Transfer Company No alternative, conditional or contingent tenders will establish an account with respect to be accepted. SIGNATURE GUARANTEES. No signature guarantee is required on the shares at The Depository Trust Company, referred to as Letter of Transmittal (i) if such Letter of Transmittal is signed by the book-entry transfer facility, for purposes registered holder of the offer within two business days after Shares tendered therewith, unless such holder has completed either the date of this Offer to Purchase. Any financial institution that is a participant box entitled "Special Delivery Instructions" or the box entitled "Special Payment Instructions" in the book-entry transfer facility's systems may make book-entry delivery of shares by causing the book-entry transfer facility to transfer such shares into the depositary's account in accordance with the book-entry transfer facility's procedure for such transfer. However, although delivery of shares may be effected through book-entry transfer into the depositary's account at the book-entry transfer facility, the Letter of Transmittal, or (ii) if Shares are tendered for the account of a firm that is a member in good standing of the Security Transfer Agent's Medallion Program, the New York Stock Exchange Medallion Signature Program or the Stock Exchange Medallion Program (each being hereinafter referred to as an "Eligible Institution"). See Instruction 1 of the Letter of Transmittal. If a certificate representing Shares is registered in the name of a person other than the signatory of the Letter of Transmittal (or a facsimile thereof), properly completed and duly executedor if payment is to be made, or Shares not accepted for payment or not tendered are to be returned to a person other than the registered holder, the certificate must be endorsed or accompanied by an appropriate stock power, in either case signed exactly as the name(s) of the registered holder(s) appears on the certificate, with any required signature guarantees, or an agent's message, and any other required documents must, in any case, be transmitted to, and received by, the depositary at one of its addresses set forth signature(s) on the back cover certificate or stock power guaranteed by an Eligible Institution. If the Letter of this Offer Transmittal or stock powers are signed or any certificate is endorsed 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, unless waived by Purchaser, proper evidence satisfactory to Purchase prior Purchaser of their authority so to act must be submitted. See Instruction 5 of the expiration date, or the tendering stockholder must comply with the guaranteed delivery procedures described below. The confirmation Letter of a book-entry transfer of shares into the depositary's account at the book-entry transfer facility as described above is referred to herein as a book-entry confirmation. DELIVERY OF DOCUMENTS TO THE BOOK-ENTRY TRANSFER FACILITY IN ACCORDANCE WITH THE BOOK-ENTRY TRANSFER FACILITY'S PROCEDURES DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARYTransmittal.

PROCEDURE FOR TENDERING SHARES. VALID PROPER TENDER OF SHARES. For shares Shares to be validly tendered pursuant to the offer: - either Offer: (i) the certificates for such Shares (or confirmation of receipt of such Shares pursuant to the procedures for book-entry transfer set forth below), together with a properly completed and duly executed Letter of Transmittal (or manually signed facsimile thereof, together ) with any required signature guarantees, or, in the case of a book-entry transfer, an agent's message, as described below, and any other documents required documentsby the Letter of Transmittal, must be received prior to 12:00 Midnight, New York City time, on the Expiration Date by Registrar and Transfer Company, as depositary, the Depositary at one of its addresses address set forth on the back cover of this Offer to Purchase prior to the expiration datePurchase; and - either certificates for tendered shares must be received by the depositary at one of such addresses or the shares must be delivered pursuant to the procedures for book-entry transfer described below, and a book-entry confirmation received by the depositary, in each case, prior to the expiration date or or (ii) the tendering stockholder shareholder must comply with the guaranteed delivery procedures procedure set forth below. Registrar AS SPECIFIED IN INSTRUCTION 5 OF THE LETTER OF TRANSMITTAL, EACH SHAREHOLDER DESIRING TO TENDER SHARES PURSUANT TO THE OFFER MUST PROPERLY INDICATE IN THE SECTION CAPTIONED "PRICE (IN DOLLARS) PER SHARE AT WHICH SHARES ARE BEING TENDERED" IN THE LETTER OF TRANSMITTAL THE PRICE (IN MULTIPLES OF $0.25) AT WHICH SUCH SHAREHOLDER'S SHARES ARE BEING TENDERED, EXCEPT THAT A SHAREHOLDER MAY CHECK THE BOX IN THE SECTION OF THE LETTER OF TRANSMITTAL UNDER THE ONE ENTITLED "ODD LOTS" INDICATING THAT THE SHAREHOLDER IS TENDERING SUCH SHAREHOLDER'S SHARES AT THE PURCHASE PRICE. Shareholders desiring to tender Shares at more than one price must complete separate Letters of Transmittal for each price at which Shares are being tendered, except that the same Shares cannot be tendered (unless properly withdrawn previously in accordance with the terms of the Offer) at more than one price. IN ORDER TO VALIDLY TENDER SHARES, ONE AND ONLY ONE PRICE BOX MUST BE CHECKED IN THE APPROPRIATE SECTION ON EACH LETTER OF TRANSMITTAL. In addition, Odd Lot Owners who tender all Shares must complete the section entitled "Odd Lots" on the Letter of Transmittal (or, in the case of Savings Plans Participants holding Odd Lots, the Direction Form sent to such Participants (see SAVINGS PLANS, below)) and, if applicable, on the Notice of Guaranteed Delivery, in order to qualify for the preferential treatment available to Odd Lot Owners as set forth in Section 2. SIGNATURE GUARANTEES AND METHOD OF DELIVERY. No signature guarantee is required on the Letter of Transmittal if (i) the Letter of Transmittal is signed by the registered holder(s) of Shares (which term, for purposes of this Section, includes any participant in The Depository Trust Company (the "Book-Entry Transfer Facility") whose name appears on a security position listing as the holder(s) of Shares) tendered therewith and payment and delivery are to be made directly to such registered holder(s), or (ii) if Shares are tendered for the account of a firm or other entity that is a member in good standing of the Security Transfer Company Agent's Medallion Program, the New York Stock Exchange Medallion Program, the Stock Exchange Medallion Program or other entity which is an "eligible guarantor institution," as such term is defined in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended (each such entity, an "Eligible Institution"). In all other cases, all signatures on the Letter of Transmittal must be guaranteed by an Eligible Institution. See Instruction 1 of the Letter of Transmittal. If a certificate representing Shares is registered in the name of a person other than the signer of a Letter of Transmittal, or if payment is to be made, or Shares not purchased or tendered are to be issued, to a person other than the registered holder, the certificate must be endorsed or accompanied by an appropriate stock power, in either case signed exactly as the name of the registered holder appears on the certificate, with the signature on the certificate or stock power guaranteed by an Eligible Institution. In all cases, payment for Shares tendered and accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of certificates for such Shares (or a timely confirmation of a book-entry transfer of such Shares into the Depositary's account at the Book-Entry Transfer Facility as described below), a properly completed and duly executed Letter of Transmittal (or manually signed facsimile thereof) and any other documents required by the Letter of Transmittal. THE METHOD OF DELIVERY OF ALL DOCUMENTS, INCLUDING SHARE CERTIFICATES, THE LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS, IS AT THE ELECTION AND RISK OF THE TENDERING SHAREHOLDER. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. BOOK-ENTRY DELIVERY. The Depositary will establish an account with respect to Shares at the shares at The Depository Trust Company, referred to as the bookBook-entry transfer facility, Entry Transfer Facility for purposes of the offer Offer within two business days after the date of this Offer to Purchase. Any financial institution that is a participant in the bookBook-entry transfer facilityEntry Transfer Facility's systems system may make book-entry delivery of shares Shares by causing the book-entry transfer facility to transfer such shares Shares into the depositaryDepositary's account in accordance with the book-entry transfer facility's procedure for such transfer. However, although Even though delivery of shares Shares may be effected through book-entry transfer into the depositaryDepositary's account at the bookBook-entry transfer facilityEntry Transfer Facility, the Letter of Transmittal, or facsimile thereof, a properly completed and duly executedexecuted Letter of Transmittal (or manually signed facsimile thereof), with any required signature guarantees, or an agent's message, guarantees and any other required documents must, in any case, be transmitted to, to and received by, by the depositary Depositary at one of its addresses set forth on the back cover of this Offer to Purchase prior to the expiration dateExpiration Date, or the tendering stockholder must comply with the guaranteed delivery procedures described below. The confirmation of a book-entry transfer of shares into the depositary's account at the book-entry transfer facility as described above is referred to herein as a book-entry confirmationprocedure set forth below must be followed. DELIVERY OF THE LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS TO THE BOOK-ENTRY TRANSFER FACILITY IN ACCORDANCE WITH THE BOOK-ENTRY TRANSFER FACILITY'S PROCEDURES DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY.

PROCEDURE FOR TENDERING SHARES. VALID TENDER For shares to be validly tendered pursuant to the offer: - either Stockholders may tender some or all of their Shares by delivering or mailing a properly completed and duly executed Letter of Transmittal or facsimile thereof, thereof (together with any required signature guarantees, or, in the case of a book-entry transfer, an agent's message, as described below, certificates and any other required documents, must be received by Registrar and Transfer Company, as depositary, ) to the Depositary at one of its addresses the appropriate address set forth on at the back cover end of this Repurchase Offer to Purchase prior to the expiration date; and - either certificates for tendered shares must be received or by the depositary at one of such addresses or the shares must be delivered pursuant to following the procedures for book-entry transfer described below, delivery set forth below (and causing a book-entry confirmation of receipt of such delivery to be received by the depositaryDepositary). In lieu of the foregoing, in each case, prior to the expiration date or the tendering stockholder must Stockholders can comply with the guaranteed delivery procedures set forth below. Registrar To tender Shares properly, the certificates for Shares, together with a properly completed and Transfer Company duly executed Letter of Transmittal (or facsimile thereof) and any other documents required by the Letter of Transmittal, must be received prior to the Repurchase Request Deadline by the Depositary at the appropriate address set forth at the end of this Repurchase Offer, except as otherwise provided below in this Section. Letters of Transmittal and certificates representing tendered Shares should NOT be sent or delivered directly to the Fund. Stockholders having Shares registered in the name of a broker, dealer, commercial bank, trust company or other nominee should contact such firm if they desire to tender their Shares. Signatures on all Letters of Transmittal must be guaranteed by 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 having an office, branch or agency in the United States (each being hereinafter referred to as an "Eligible Institution"), except in cases where Shares are tendered (i) by a registered holder of Shares who has not completed either the box entitled "Special Payment Instructions" or the box entitled "Special Delivery Instructions" on the Letter of Transmittal or (ii) for the account of an Eligible Institution. See Instruction 1 of the Letter of Transmittal. If the certificates are registered in the name of a person other than the signer of the Letter of Transmittal, or if payment is to be made to a person other than the registered owner of the certificates surrendered, then 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. See Instruction 6 of the Letter of Transmittal. The Fund's transfer agent holds Shares in uncertificated form for certain Stockholders pursuant to the Fund's dividend reinvestment plan. Stockholders may tender all such uncertificated Shares by completing the appropriate section in the Letter of Transmittal or Notice of Guaranteed Delivery. There may be tax consequences to a tendering Stockholder who tenders less than all Shares he or she owns. See Section 13, "Federal Income Tax Consequences," below. The Depositary will establish an account accounts with respect to the shares Shares at The the Depository Trust Company, referred to as the book-entry transfer facility, Company ("DTC") for purposes of the offer Repurchase Offer within two business days after the date of this Offer to PurchaseRepurchase. Any financial institution that is a participant in the book-entry transfer facilityDTC's systems system may make book-entry delivery of shares tendered Shares by causing the book-entry transfer facility DTC to transfer such shares Shares into the depositaryDepositary's account in accordance with the book-entry transfer facilityDTC's procedure for such transfer. However, although delivery of shares Shares may be effected through book-entry transfer into the depositaryDepositary's account at the book-entry transfer facilityDTC, the Letter of Transmittal, Transmittal (or facsimile thereof, properly completed and duly executed), with any required signature guarantees, or an agent's message, guarantee and any other required documents documents, must, in any case, be transmitted to, to and received by, by the depositary Depositary at one of its addresses the appropriate address set forth on at the back cover end of this Repurchase Offer to Purchase prior to before the expiration dateRepurchase Request Deadline, or the tendering stockholder Stockholder must comply with the guaranteed delivery procedures procedure described below. The confirmation Delivery of documents to DTC in accordance with DTC's procedures does not constitute delivery to the Depositary. If certificates for Shares are not immediately available or time will not permit the Letter of Transmittal and other required documents to reach the Depositary prior to the Repurchase Request Deadline, Shares may nevertheless be tendered provided that all of the following conditions are satisfied: (a) such tenders are made by or through an Eligible Institution; and (b) the Depositary receives, prior to the Repurchase Request Deadline, a book-entry transfer properly completed and duly executed Notice of shares into Guaranteed Delivery substantially in the depositary's account at form provided by the book-entry transfer facility as described above is referred to herein as a Fund (delivered either by hand, mail, telegram, telex or facsimile transmission); and (c) the certificates for all tendered Shares, or book-entry confirmation, as the case may be, together with a properly completed and duly executed Letter of Transmittal and any other documents required by the Letter of Transmittal, are received by the Depositary within three NYSE trading days after receipt by the Depositary of such Notice of Guaranteed Delivery. THE METHOD OF DELIVERY OF THE CERTIFICATES REPRESENTING SHARES, LETTER OF TRANSMITTAL, AND ANY OTHER DOCUMENTS IS AT THE OPTION AND RISK OF THE STOCKHOLDER. IF THE STOCKHOLDER WISHES TO DELIVER BY MAIL, WE RECOMMEND THE USE OF INSURED REGISTERED MAIL, RETURN RECEIPT REQUESTED. THE STOCKHOLDER HAS THE RESPONSIBILITY TO CAUSE THE CERTIFICATES, LETTER OF TRANSMITTAL AND ANY OTHER DOCUMENTS TO BE TIMELY DELIVERED. TO PREVENT BACKUP WITHHOLDING ON PAYMENTS MADE FOR THE BOOK-ENTRY TRANSFER FACILITY IN ACCORDANCE PURCHASE OF SHARES PURSUANT TO THE REPURCHASE OFFER, EACH INDIVIDUAL STOCKHOLDER (AND CERTAIN OTHER NONCORPORATE STOCKHOLDERS) MUST PROVIDE THE DEPOSITARY WITH HIS CORRECT TAXPAYER IDENTIFICATION NUMBER BY COMPLETING THE SUBSTITUTE FORM W-9 INCLUDED WITH THE BOOK-ENTRY TRANSFER FACILITY'S PROCEDURES DOES LETTER OF TRANSMITTAL (EVEN IF SUCH STOCKHOLDER HAS PREVIOUSLY COMPLETED SUCH A FORM). CERTAIN STOCKHOLDERS WHO ARE NOT CONSTITUTE DELIVERY CITIZENS OR RESIDENTS OF THE UNITED STATES MAY SATISFY THIS REQUIREMENT BY PROVIDING A CERTIFICATE OF FOREIGN STATUS (FORM W-8) TO THE DEPOSITARYDEPOSITARY IN LIEU OF THE SUBSTITUTE FORM W-9. SEE SECTION 13, "FEDERAL INCOME TAX CONSEQUENCES," BELOW. All questions as to the validity, form, eligibility (including time of receipt) and acceptance of any Shares tendered will be determined by the Fund, which determination shall be final and binding. The Fund reserves the absolute right (i) to reject any and all tenders not in proper form or the payment for which would, in the opinion of the Fund's counsel, be unlawful and (ii) to waive any of the conditions of the Repurchase Offer or any defect or irregularity in the tender of any Shares. The Fund's determination of any defect or irregularity in the tender of any Shares and its interpretation of the terms and conditions of the Repurchase Offer (including the Letter of Transmittal and the Instructions thereto) will be final. None of the Fund, the Information Agent, the Depositary or any other person shall be under any duty to give notification of any defects or irregularities in tenders, and none shall incur any liability for failure to give such notification.