Exhibit (a)(1)(ii)

Offer to Purchase

INNOVATION ACCESS FUND
350 Madison Avenue

20th Floor

New York, NY 10017

THE OFFER RIGHTS WILL EXPIRE

AT the end of the day on April 29, 2026,
immediately prior to midnight Eastern Time,
UNLESS THE OFFER IS EXTENDED,

and the withdrawal rights will expire

at the end of the day on April 29, 2026,

immediately prior to midnight Eastern Time,

To the Shareholders of Innovation Access Fund:

Innovation Access Fund, a non-diversified, closed-end management investment company organized as a Delaware statutory trust (the "Fund"), is offering to purchase for cash on the terms and conditions set out in this special offer to purchase (this "Offer to Purchase") and the related Letter of Transmittal (which, together with this Offer to Purchase, constitutes the "Offer") up to $30 million in value of outstanding Shares (as defined below). The Fund's investment objective is to achieve maximum capital appreciation. The Fund seeks to achieve its investment objective by investing, under normal circumstances, at least 80% of its assets in securities of private and public “Innovation Companies”, as defined in the Fund’s Offering Memorandum. SilverBay Capital, LLC serves as the Fund's investment adviser (the "Adviser").

The Offer is being made pursuant to tenders by shareholders of the Fund ("Shareholders") at a price equal to the net asset value of the tendered Shares as of April 30, 2026 (or at a later date determined by the Fund if the Offer is extended) (in each case, the "Valuation Date"), less any early repurchase fee. As used in the Offer, the term "Share" or "Shares" refers to the shares of beneficial interests in the Fund and includes all or any portion of a Shareholder's Shares, including fractions thereof, as the context requires, that constitute the three classes of Shares that currently are offered, designated as Class A, Class W and Class I, that are tendered by Shareholders pursuant to the Offer. Shareholders that desire to tender Shares for purchase must do so by the end of the day on April 29, 2026, immediately prior to midnight Eastern Time (the "Initial Notice Due Date"), subject to any extension of the Offer made in the absolute discretion of the Fund's Board of Trustees (the "Board"). The later of the Initial Notice Due Date or the latest time and date that the Fund designates as the deadline for Shareholders to tender Shares for purchase is called the "Notice Due Date" and is the date upon which the Offer expires. If the Fund elects to extend the tender period, the net asset value of the Shares tendered for purchase will be determined at the close of business on a day determined by the Fund and notified to the Shareholders. The Offer is being made to all Shareholders and is not conditioned on any minimum number of Shares being tendered, but is subject to certain conditions described below. Shares are not traded on any established trading market and are subject to strict restrictions on transferability pursuant to the Fund's Amended and Restated Declaration and Agreement of Trust, as may be amended, restated or otherwise modified from time to time (the "Declaration of Trust").

Shareholders should realize that the value of the Shares tendered in the Offer likely will change between February 28, 2026 (the most recent net asset value available prior to the date of this filing) and the Valuation Date when the value of the Shares tendered to the Fund for purchase will be determined. In addition, Shareholders that tender all or a portion of their Shares prior to holding such Shares for at least one year will be subject to an early repurchase fee due to the Fund equal to 2% of the amount requested to be purchased, to be netted against withdrawal proceeds. Shares tendered for repurchase will be treated as having been repurchased on a "first in-first out" basis. Shareholders tendering their Shares should also note that they will remain Shareholders in the Fund, with respect to the Shares tendered and accepted for purchase by the Fund, until the date the Fund gives written notice to the tendering Shareholders of its election to purchase such Shares. Any tendering Shareholders that wish to obtain the estimated net asset value of their Shares may contact the Fund at (212) 716-6840, Monday through Friday, except holidays, during normal business hours of 9:00 a.m. to 5:00 p.m., Eastern Time.

Shareholders desiring to tender all or some of their Shares in accordance with the terms of the Offer should properly complete and sign the enclosed Letter of Transmittal and send or deliver it to the Fund in the manner set out below. Shareholders that do not wish to have all or any portion of their Shares repurchased may simply disregard this notice and no action is required.

The Fund reserves the absolute right to reject any or all tenders determined by it not to be in appropriate form.

Important

None of the Fund, the Adviser or the Fund's Board makes any recommendation to any Shareholder whether to tender or refrain from tendering Shares. Shareholders must make their own decisions whether to tender Shares, and, if they choose to do so, the amount of their Shares to tender.

Because each Shareholder's investment decision is a personal one, based on financial circumstances, no person has been authorized to make any recommendation on behalf of the Fund as to whether Shareholders should tender Shares pursuant to the Offer. No person has been authorized to give any information or to make any representations in connection with the Offer other than those contained herein or in the Letter of Transmittal. If given or made, such recommendation and such information and representations must not be relied on as having been authorized by the Fund, the Adviser, or the Fund's Board.

This transaction has not been approved or disapproved by the Securities and Exchange Commission (the "SEC") nor has the SEC or any state securities commission passed on the fairness or merits of such transaction or on the accuracy or adequacy of the information contained in this document. Any representation to the contrary is unlawful.

Questions and requests for assistance and requests for additional copies of the Offer may be directed to:

Innovation Access Fund

350 Madison Avenue

20^th Floor

New York, NY 10017

Phone: 212-716-6840

Email: alkeonteam@alkeoncapital.com

TABLE OF CONTENTS

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The purpose of the Offer is to provide liquidity to the Shareholders that hold Shares in the Fund, as contemplated by and in accordance with the procedures set out in the Fund's registration statement on Form N-2 (as it may be amended, modified or otherwise supplemented from time to time, the "Registration Statement"). The Registration Statement provides that, at the sole discretion of the Board, the Fund may from time to time provide Shareholders with a limited degree of liquidity by offering to repurchase Shares pursuant to written tenders by Shareholders. The Registration Statement also states that, subject to the Board’s discretion, under normal circumstances, the Fund intends to conduct repurchase offers of no more than 4% of the Fund’s net assets on a quarterly basis.

This Offer is a special, non-routine repurchase offer and is not being conducted as part of the Fund’s intended regular repurchase program (which has not yet commenced). Currently, an affiliate of the Adviser is the only investor in the Fund, and the Offer is being conducted in expectation of third party investors investing in the Fund in the coming months in order to provide them with greater participation in the Fund’s present portfolio.

In considering approval of this Offer, the Board took into account the Adviser’s commitment that it would tender Shares pursuant to the Offer only to the extent that such tender of Shares would not cause the Fund: (i) to fail to meet its diversification test as of the next quarter end (June 30, 2026); (ii) to dispose of illiquid investments for purposes of fulfilling such tender; (iii) to reduce its cash position so as to be unable to meet its ordinary operating expense obligations; and (iv) to fail to implement the Fund’s investment objective and principal investment strategies in an effective manner. The Adviser has agreed to take all steps necessary to ensure this commitment is adhered to, including injecting additional capital back into the Fund, as needed.

Because there is no secondary trading market for Shares and transfers of Shares are prohibited without prior approval of the Board, the Board has determined to cause the Fund to make the Offer, after consideration of various matters. The authorization of this special Offer does not obligate the Board to authorize future offers to purchase and should not be viewed as indicative of the timing, size, or terms of any future offers to purchase.

Shares that are tendered to the Fund in connection with the Offer will be retired, although the Fund may issue Shares from time to time in accordance with the Registration Statement. The Fund currently expects that it will accept subscriptions for Shares as of the first business day of each calendar month, but is under no obligation to do so, or at such other times as determined in the discretion of the Board, and may do so more frequently as determined by the Board.

The tender of Shares by a Shareholder will not affect the record ownership of such Shareholder for purposes of voting or entitlement to any distributions payable by the Fund unless and until such Shares are purchased. Please note that although the Offer is scheduled to expire on April 29, 2026 (unless it is extended), a Shareholder remains a Shareholder of the Fund with respect to the Shares that are tendered through the Repurchase Date.

The Fund will, on the terms and subject to the conditions of the Offer, purchase up to $30 million in value of outstanding Shares that are tendered by Shareholders by the end of the day on April 29, 2026, immediately prior to midnight Eastern Time (or if the Offer is extended, by any later Notice Due Date), and not withdrawn (as provided in Section 6 below) prior to the Tender Withdrawal Date. The Fund reserves the right to extend, amend or cancel the Offer as described in Sections 4 and 8 below. The value of the Shares tendered for purchase will be their value as of April 30, 2026 or, if the Offer is extended, as of any later Valuation Date, payable as set out in Section 7.

Subject to the limitations set out below, a Shareholder may tender all or some of its Shares. Shareholders that tender all or a portion of their Shares prior to holding such Shares for at least one year will be subject to an early repurchase fee due to the Fund equal to 2% of the amount requested to be purchased, to be netted against withdrawal proceeds. Shares tendered for repurchase will be treated as having been repurchased on a "first in-first out" basis. The Offer is being made to all Shareholders of the Fund and is not conditioned on any minimum number of Shares being tendered.

If the amount of Shares that are properly tendered pursuant to the Offer and not withdrawn pursuant to Section 6 below is less than or equal to approximately $30 million in value of outstanding Shares, the Fund will, on the terms and subject to the conditions of the Offer, purchase all of the Shares so tendered unless the Fund elects to cancel or amend the Offer, or postpone acceptance of tenders made pursuant to the Offer, as provided in Section 8 below. If more than $30 million in value of outstanding Shares are duly tendered to the Fund prior to the Notice Due Date and not withdrawn prior to the Tender Withdrawal Date pursuant to Section 6 below, the Fund will, in its sole discretion, either (a) accept the additional Shares permitted to be accepted pursuant to Rule 13e-4(f)(1)(ii) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"); (b) extend the Offer, if necessary, and increase the amount of Shares that the Fund is offering to repurchase to an amount it believes sufficient to accommodate the excess Shares tendered as well as any Shares tendered during the extended Offer; or (c) accept Shares tendered prior to the Notice Due Date and not withdrawn prior to the Tender Withdrawal Date for payment on a pro rata basis based on the aggregate net asset value of tendered Shares. The Offer may be extended, amended or canceled in other circumstances described in Section 8 below.

Shareholders wishing to tender Shares pursuant to this Offer to Purchase should send or deliver by the end of the day on April 29, 2026, immediately prior to midnight Eastern Time (or if the Offer is extended, by any later Notice Due Date) a completed and executed Letter of Transmittal to the Fund, at the address set out on the first page of the Letter of Transmittal, or email a completed and executed Letter of Transmittal to the Fund at the email set out on the first page of the Letter of Transmittal. The completed and executed Letter of Transmittal must be received by the Fund, either by mail or by email, no later than the end of the day on April 29, 2026, immediately prior to midnight Eastern Time (or if the Offer is extended, no later than any later Notice Due Date). Shareholders that do not wish to have all or any portion of their Shares repurchased may simply disregard this notice and no action is required.

The Fund recommends that all documents be submitted to the Fund via certified mail, return receipt requested, or by e-mail transmission. Shareholders wishing to confirm receipt of a Letter of Transmittal may contact the Fund at the address or telephone number set out on the first page of the Letter of Transmittal. The method of delivery of any documents is at the election and complete risk of the Shareholder tendering Shares, including, but not limited to, the failure of the Fund to receive any Letter of Transmittal or other document submitted by e-mail transmission. All questions as to the validity, form, eligibility (including time of receipt) and acceptance of tenders will be determined by the Fund, in its sole discretion, and such determination will be final and binding. The Fund reserves the absolute right to reject any or all tenders determined by it not to be in appropriate form or the acceptance of or payment for which would, in the opinion of counsel for the Fund, be unlawful. The Fund also reserves the absolute right to waive any of the conditions of the Offer or any defect in any tender with respect to any particular Shares or any particular Shareholder, and the Fund's interpretation of the terms and conditions of the Offer will be final and binding. Unless waived, any defects or irregularities in connection with tenders must be cured within such time as the Fund will determine. Tenders will not be deemed to have been made until the defects or irregularities have been cured or waived. None of the Fund, the Adviser or the Board will be obligated to give notice of any defects or irregularities in tenders, nor will any of them incur any liability for failure to give such notice.

Until the Tender Withdrawal Date, Shareholders have the right to withdraw any tenders of their Shares. Shares withdrawn may be re-tendered, however, provided that such tenders are made before the Notice Due Date by following the tender procedures described in Section 5. Pursuant to Rule 13e-4(f)(2)(ii) of the Exchange Act, if the Fund has not yet accepted a Shareholder's tender of Shares on or prior to May 28, 2026 (i.e., the date 40 business days from the commencement of the Offer), a Shareholder will also have the right to withdraw its tender of Shares after such date. To be effective, any notice of withdrawal must be timely received by the Fund at the address or email set out on the first page of the Letter of Transmittal. All questions as to the form and validity (including time of receipt) of notices of withdrawal will be determined by the Fund, in its sole discretion, and such determination will be final and binding. A tender of Shares properly withdrawn will not thereafter be deemed to be tendered for purposes of the Offer.

For purposes of the Offer, the Fund will be deemed to have accepted Shares that are tendered if and when it gives written notice to the tendering Shareholder of its election to purchase such Shares. As stated in Section 3 above, the amount offered for the Shares tendered by Shareholders will be the value thereof as of April 30, 2026, or if the Offer is extended, as of any later Valuation Date. The value will be determined pursuant to the Fund's valuation procedures. The Fund will not pay interest on the purchase amount. Repurchases will be effected as of the Repurchase Date.

The Fund will provide payment to each Shareholder whose Shares have been accepted for repurchase, determined as of the Valuation Date in the manner specified above, within seven (7) days of the Valuation Date.

The Fund will make payment for Shares it purchases pursuant to the Offer from one or more of the following sources: cash on hand, proceeds from the sale of portfolio holdings or borrowings. Upon its acceptance of tendered Shares for repurchase, the Fund will maintain daily on its books a segregated account consisting of cash, liquid securities or, to the extent applicable, interests in underlying portfolio funds that the Fund (i) has requested be withdrawn or (ii) is in the process of liquidating (or any combination of them), in an amount equal to the aggregate estimated unpaid U.S. Dollar amount due to Shareholders whose tendered Shares have been accepted for repurchase. None of the Fund, the Board, or the Adviser have determined at this time to borrow funds to purchase Shares tendered in connection with the Offer. However, depending on the dollar amount of Shares tendered and prevailing general economic and market conditions, the Fund, in its sole discretion, may decide to fund any portion of the amount offered for the purchase of Shares, subject to compliance with applicable law, through borrowings. The Fund expects that the repayment of any amounts so borrowed will be financed from additional funds contributed to the Fund by existing and/or new Shareholders.

The purchase amount will be paid entirely in cash.

In the absolute discretion of the Board, the Fund reserves the right, at any time and from time to time, to extend the period of time during which the Offer is pending by notifying the Board of such extension. In the event that the Fund elects to extend the tender period, the net asset value of the Shares tendered for purchase will be determined as of the later Valuation Date. During any such extension, all Shares previously tendered and not withdrawn will remain subject to the Offer. The Fund also reserves the right at any time and from time to time up to and including acceptance of tenders pursuant to the Offer: (a) to cancel the Offer in the circumstances set out in the following paragraph and, in the event of such cancellation, not to purchase or pay for any Shares tendered pursuant to the Offer; (b) to amend the Offer; and (c) to postpone the acceptance of Shares. If the Fund determines to amend the Offer or to postpone the acceptance of Shares tendered, it will, to the extent necessary, extend the period of time during which the Offer is open as provided above and will promptly notify Shareholders.

The Fund may cancel the Offer, amend the Offer or postpone the acceptance of tenders made pursuant to the Offer if: (a) the Fund would not be able to liquidate portfolio securities in a manner that is orderly and consistent with the Fund's investment objectives and policies in order to purchase Shares tendered pursuant to the Offer; (b) there is, in the judgment of the Board, any (i) legal action or proceeding instituted or threatened challenging the Offer or otherwise materially adversely affecting the Fund, (ii) declaration of a banking moratorium by federal or state authorities or any suspension of payment by banks in the United States or New York State that is material to the Fund, (iii) limitation imposed by federal or state authorities on the extension of credit by lending institutions, (iv) suspension of trading on any organized exchange or over-the-counter market where the Fund has a material investment, (v) commencement of war, armed hostilities or other international or national calamity directly or indirectly involving the United States that is material to the Fund, (vi) material decrease in the net asset value of the Fund from the net asset value of the Fund as of the commencement of the Offer, or (vii) other event or condition that would have a material adverse effect on the Fund or its Shareholders if Shares tendered pursuant to the Offer were purchased; (c) the Board determines that it is not in the best interest of the Fund to purchase Shares pursuant to the Offer; or (d) for any other periods that the SEC permits by order for the protection of Shareholders.

The Fund is registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as a non-diversified, closed-end management investment company. It is organized as a Delaware statutory trust. The Fund's investment objective is to achieve maximum capital appreciation. The Fund seeks to achieve its investment objective by investing, under normal circumstances, at least 80% of its assets in securities of private and public “Innovation Companies”, as defined in the Fund’s Offering Memorandum. The principal office of the Fund is located at 350 Madison Avenue, 20th Floor, New York, NY 10017, and the telephone number is (212) 716-6840. Shares are not traded on any established trading market and are subject to strict restrictions on transferability pursuant to the Declaration of Trust.

As of February 28, 2026, Panayotis (“Takis”) Sparaggis, the controlling person and Chief Investment Officer of the Fund, through his ownership of the Adviser, owned 5,000,000 Class W Shares (approximately 100% of the Fund), Gregory D. Jakubowsky, Principal Executive Officer of the Fund owned no Shares (approximately 0% of the Fund), George Mykoniatis, Principal Financial Officer of the Fund, owned no Shares (approximately 0% of the Fund), and Jennifer Shufro, Chief Compliance Officer of the Fund, owned no Shares (approximately 0% of the Fund).

None of the Fund, the Adviser or the Board has any plans or proposals that relate to or would result in: (1) an extraordinary transaction, such as a merger, reorganization or liquidation, involving the Fund; (2) any purchase, sale or transfer of a material amount of assets of the Fund; (3) any material change in the present distribution policy or indebtedness or capitalization of the Fund; (4) any change in the present Board or in the management of the Fund including, but not limited to, any plans or proposals to change the number or the term of members of the Board, or to fill any existing vacancy on the Board or to change any material term of the employment contract of any executive officer; (5) any other material change in the Fund's corporate structure or business, including any plans or proposals to make any changes in its investment policies, for which a vote would be required by Section 13 of the 1940 Act; or (6) any changes in the Declaration of Trust or other governing instruments or other actions that could impede the acquisition of control of the Fund.

The Fund is not aware of any agreement, arrangement, or understanding, whether or not legally enforceable, between: (i) the Fund, the Adviser, the Fund's officers or members of the Board or any person controlling the Fund, the Adviser, the Fund's officers or the Board; and (ii) any other person, with respect to the Shares.

 Other than transactions conducted pursuant to the continuous offering of Shares, there have been no transactions involving Shares that were effected during the past 60 days by the Fund, the Adviser, any member of the Board or any person controlling the Fund, the Adviser or the Board.

The following discussion is a general summary of the material U.S. federal income tax consequences of the purchase of Shares by the Fund pursuant to the Offer. Each Shareholder should consult its own tax advisors about the tax consequences to it of a purchase of its Shares by the Fund pursuant to the Offer given such Shareholder's individual circumstances.

The repurchase of Shares pursuant to the Offer will be a taxable transaction for U.S. federal income tax purposes, either as a "sale or exchange," or, under certain circumstances, as a "dividend." In general, the transaction should be treated as a sale or exchange of the Shares, if the receipt of cash results in a meaningful reduction in the Shareholder's proportionate interest in the Fund or results in a "complete redemption" of the Shareholder's interest, in each case applying certain constructive ownership rules.

If the repurchase of a Shareholder's Shares qualifies for sale or exchange treatment, the Shareholder will recognize gain or loss equal to the difference between the amount of cash received pursuant to the Offer and the adjusted tax basis of the Shares repurchased. Such gain or loss will be a capital gain or loss if the relevant Shares sold have been held by the Shareholder as capital assets and generally will be treated as a long-term capital gain or loss if the Shareholder held the repurchased Shares for more than one year, or as a short-term capital gain or loss if the Shareholder held the repurchased Shares for one year or less. However, if a Shareholder tenders Shares on which a long-term capital gain distribution has been received (including, for this purpose, amounts credited as an undistributed capital gain) and the repurchased Shares were held for six months or less, any loss realized will be treated as a long-term capital loss to the extent that it offsets the long-term capital gain distribution. Notwithstanding the foregoing, any capital loss realized by a Shareholder will be disallowed to the extent the Shares repurchased pursuant to the Offer are replaced (including through reinvestment of dividends) with substantially similar Shares within a period of 61 days beginning 30 days before and ending 30 days after the disposition of the Shares. If disallowed, the loss will be reflected in an upward adjustment to the basis of the Shares acquired. The deductibility of capital losses is subject to statutory limitations.

If the repurchase of a Shareholder's Shares does not qualify for sale or exchange treatment, the Shareholder may be treated as having received, in whole or in part, a taxable dividend, a tax-free return of capital or taxable capital gain, depending on (i) whether the Fund has sufficient earnings and profits to support a dividend and (ii) the Shareholder's tax basis in the relevant Shares. If the tendering Shareholder's tax basis in the Shares tendered to the Fund exceeds the total of any dividend and return of capital distribution with respect to those Shares, the excess amount of basis from the tendered Shares will be reallocated pro rata among the bases of such Shareholder's remaining Shares.

Certain Shareholders that are individuals, estates or trusts, and whose income exceeds certain thresholds, will be required to pay a 3.8% surtax on all or a portion of their "net investment income," which may include all or a portion of any gains recognized in connection with a sale of Shares pursuant to the Offer.

The Fund may be required to withhold, for U.S. federal income taxes, a portion of the tender proceeds payable to Shareholders who fail to provide the Fund with their correct taxpayer identification numbers (TINs) or who otherwise fail to make required certifications, or if the Fund or the Shareholder has been notified by the Internal Revenue Service ("IRS") that such Shareholder is subject to backup withholding. Certain Shareholders are exempt from backup withholding, but may be required to provide documentation to establish their exempt status. Backup withholding is not an additional tax. Any such amounts withheld will be allowed as a refund or a credit against the Shareholder's federal income tax liability if the appropriate information is timely provided to the IRS.

Unless a reduced rate of withholding or a withholding exemption is available under the Internal Revenue Code (the "Code") or an applicable tax treaty, a Shareholder who is a nonresident alien or a foreign entity may be subject to a 30% United States withholding tax on the gross proceeds received by such Shareholder if the proceeds are treated as a dividend under the rules described above. As further discussed in the Fund's offering documents, if sale or exchange treatment applies to the repurchase, any gain that a foreign Shareholder realizes upon the repurchase of Shares will ordinarily be exempt from U.S. income and withholding tax unless (i) in the case of a Shareholder that is a nonresident alien individual, the gain is U.S. source income and such Shareholder is physically present in the United States for more than 182 days during the taxable year and meets certain other requirements, or (ii) the gain from the repurchase of the Shares is or is considered to be effectively connected with a U.S. trade or business of the foreign Shareholder.

Further, if the proceeds received by a Shareholder are treated as a dividend under the rules described above, such proceeds could be subject to withholding taxes under the Foreign Account Tax Compliance ("FATCA") provisions of the Hiring Incentives to Restore Employment Act. Under FATCA, certain payments of U.S. source interest, dividends and other fixed or determinable annual or periodical gains, profits and income (all such payments, "withholdable payments"), which are made to a "foreign financial institution" (which term may include certain foreign Shareholders) or a non-financial foreign entity beneficial owner, may be subject to a 30% withholding tax if: (i) the foreign financial institution does not, among other things, comply, under an agreement with the Secretary of the U.S. Treasury or his/her delegate or the terms of an applicable intergovernmental agreement, with prescribed due diligence requirements necessary to determine which of its accounts (including equity interests in the foreign financial institution) are held by specified United States persons or United States owned foreign entities (such accounts, "United States accounts") and prescribed reporting requirements in respect of its United States accounts; or (ii) the non-financial foreign entity beneficial owner does not certify that it does not have any substantial U.S. owners, or provides the name, address and taxpayer identification number of each substantial U.S. owner and meets certain other specified requirements. If payment of this withholding tax is made, non-U.S. Shareholders that are otherwise eligible for an exemption from, or reduction of, U.S. federal withholding taxes with respect to such dividends or proceeds will be required to seek a credit or refund from the IRS to obtain such benefit of this exemption or reduction. In certain cases, the relevant foreign financial institution or non-financial foreign entity may qualify for an exemption from, or be deemed to be in compliance with, these rules. Certain jurisdictions have entered into agreements with the United States that may supplement or modify these rules.

Pursuant to provisions of the Code and Treasury Regulations directed at tax shelter activity, taxpayers are required to disclose to the IRS certain information on Form 8886 if they participate in a "reportable transaction." A transaction may be a "reportable transaction" based upon any of several prescribed indicia, including the recognition of losses in excess of certain thresholds (generally, $2 million or more for an individual Shareholder or $10 million or more for a corporate Shareholder). Significant penalties may apply upon a failure to comply with this disclosure obligation. The Fund will comply with the disclosure and Shareholder list maintenance requirements to the extent the Fund determines them to apply with respect to this transaction and/or its investments.

Shareholders who sell their Shares pursuant to the Offer may be subject to state, local and/or foreign taxes.

The Fund generally will be required to report to the IRS and furnish to Shareholders the cost basis and holding period for each respective Shareholder's Shares repurchased by the Fund. The Fund has elected the first-in, first-out method as the default cost basis method for purposes of this requirement. If you wish to affirmatively elect an alternative cost basis calculation method in respect of your Shares, please contact the Fund at 212-716-6840.

The cost basis method that a Shareholder elects may not be changed with respect to a tender offer after the Valuation Date of the tender offer. Shareholders should consult their own tax advisors regarding their cost basis reporting options and to obtain more information about how the cost basis reporting rules apply to them.

The tax discussion set forth above is included for general information purpose only. In view of the individual nature of tax consequences, each Shareholder is advised to consult its own tax adviser to determine the particular federal, state, local and foreign tax consequences of the Offer.

The Offer is not being made to, nor will tenders be accepted from, Shareholders in any jurisdiction in which the Offer or its acceptance would not comply with the securities or other laws of such jurisdiction. The Fund is not aware of any jurisdiction in which the Offer or tenders pursuant thereto would not be in compliance with the laws of such jurisdiction. However, the Fund reserves the right to exclude Shareholders from the Offer in any jurisdiction in which it is asserted that the Offer cannot lawfully be made. The Fund believes such exclusion is permissible under applicable laws and regulations, provided the Fund makes a good faith effort to comply with any state law deemed applicable to the Offer.

The Fund has filed an Issuer Tender Offer Statement on Schedule TO with the SEC, which includes certain information relating to the Offer. A free copy of such statement may be obtained by contacting the Fund at the address and telephone number set out on the first page of the Letter of Transmittal or from the SEC's internet website, www.sec.gov.