generally known by investors or certain tax considerations that may be relevant to certain types of holders subject to
special treatment under the U.S. federal income tax laws, including shareholders subject to the U.S. federal alternative
minimum tax, insurance companies, tax-exempt organizations, pension plans and trusts, regulated investment
companies, real estate investment trusts, dealers in securities, shareholders holding Shares through tax-advantaged
accounts (such as 401(k) plans or individual retirement accounts), financial institutions, shareholders holding Shares as
part of a hedge, straddle, or conversion transaction, shareholders that are treated as partnerships for U.S. federal income
tax purposes, U.S. shareholders (as defined below) whose functional currency is not the U.S. dollar, entities that are not
organized under the laws of the United States or a political subdivision thereof, and persons who are neither citizens nor
residents of the United States. This summary does not discuss any aspects of U.S. estate or gift tax or foreign, state or
local tax. This summary assumes that investors hold Shares as capital assets (within the meaning of the Code).
Shareholders should review the tax information in the Fund’s Prospectus and Statement of Additional Information (each
of which is based on the Code, U.S. Treasury regulations, and other applicable authority as of the date of such document),
and should also consult their own tax advisers regarding their particular situation and the potential tax consequences to
them of a purchase of their Shares by the Fund pursuant to the Offer, including potential state, local and non-U.S.
taxation, and any applicable transfer taxes.
As used herein, the term “U.S. Shareholder” refers to a shareholder who is (i) an individual citizen or resident of the
United States, (ii) a corporation created or organized in or under the laws of the United States or any State thereof or
the District of Columbia, (iii) an estate the income of which is subject to U.S. federal income tax regardless of the source
of such income, or (iv) a trust if (a) a court within the United States is able to exercise primary supervision over the
administration of the trust and one or more U.S. persons (as defined in the Code) have the authority to control all
substantial decisions of the trust or (b) the trust has a valid election in effect under applicable Treasury regulations to be
treated as a U.S. person. The term “Non-U.S. Shareholder” refers to a shareholder who is an individual, corporation,
estate or trust and is not a U.S. Shareholder. Except for the discussion under “Non-U.S. Shareholders” and “FATCA”,
the following discussion is limited to U.S. Shareholders.
Sale or Exchange. For U.S. federal income tax purposes, a shareholder whose Shares are purchased pursuant to the
Offer generally will be treated as having sold such Shares and, other than a shareholder exempt from tax or investing
through a tax-advantaged arrangement, will recognize gain or loss on such sale, if, after the application of certain
constructive ownership rules, (i) such shareholder tenders, and the Fund repurchases, all of such shareholder’s Shares,
or such shareholder meets certain numerical safe harbors with respect to percentage voting interest and reduction in
ownership of the Fund following the completion of the Offer, or (ii) the repurchase otherwise is treated as a distribution
that is “not essentially equivalent to a dividend” under the relevant rules of the Code. For this purpose, a redemption is
“not essentially equivalent to a dividend” if it results in a “meaningful reduction” of a shareholder’s percentage interest
in the Fund. Whether a reduction is “meaningful” depends on a shareholder’s particular facts and circumstances. If a
shareholder tenders, or the Fund repurchases, fewer than all of the Shares that such shareholder owns or is considered
to own, the repurchase may not qualify as a sale or an exchange. If the transaction is treated as a sale or exchange for
tax purposes, any gain or loss recognized will be treated as a capital gain or loss by shareholders who hold their Shares
as a capital asset, which capital gain or loss will be treated as long-term if such Shares have been held for more than one
year or as short-term if such Shares have been held for one year or less.
If a purchase of Shares pursuant to the Offer does not qualify for sale or exchange treatment, the proceeds received by
such shareholder will be treated as a distribution from the Fund that will be taxable as a dividend to the extent of the
Fund’s earnings and profits allocable to such distribution. Any excess will be treated as a return of capital reducing the
shareholder’s basis in the Shares held (or deemed held) after the Offer, and thereafter as a taxable capital gain. In
addition, if any amounts received are treated as a dividend to tendering shareholders, there is a further risk that
shareholders whose percentage ownership of the Fund increases as a result of the Offer, including shareholders who do
not tender any Shares pursuant to the Offer, will be deemed to have received a constructive distribution in an amount
determined by the increase of their percentage ownership of the Fund as a result of the Offer. Any such constructive
distribution will be treated as a dividend to the extent of the Fund’s current or accumulated earnings and profits allocable
to the distribution. Such treatment will not apply, however, if the repurchase is treated as an “isolated redemption” within
the meaning of the Treasury regulations.
Under the “wash sale” rules under the Code, provided the purchase of Shares pursuant to the Offer is treated as a sale
or exchange (and not a distribution as described above), loss recognized on Shares repurchased pursuant to the Offer
will ordinarily be disallowed to the extent the shareholder acquires other shares of the Fund or substantially identical
stock or securities within 30 days before or after such purchase. In that event, the basis and holding period of the shares
acquired will be adjusted to reflect the disallowed loss.