Common use of Acceptance for Payment and Payment for Shares Clause in Contracts

Acceptance for Payment and Payment for Shares. Subject to the satisfaction or waiver of all the conditions to the Offer described in Section 15 – “Certain Conditions of the Offer,” we will accept for payment and promptly pay for Shares validly tendered and not validly withdrawn pursuant to the Offer on or after the Expiration Date. If we commence a subsequent offering period in connection with the Offer, we will immediately accept for payment and promptly pay for all additional Shares validly tendered during that subsequent offering period, subject to and in compliance with the requirements of Rule 14d-11(e) under the Exchange Act. Subject to compliance with Rule 14e-1(c) under the Exchange Act, we expressly reserve the right to delay payment for Shares in order to comply in whole or in part with any applicable law, including, without limitation, the HSR Act. See Section 16 – “Certain Legal Matters; Regulatory Approvals.” In all cases, we will pay for Shares accepted for payment pursuant to the Offer only after timely receipt by the Depositary of (i) the Share certificates evidencing tendered Shares (the “Share Certificates”) or confirmation of a book-entry transfer of those Shares (a “Book-Entry Confirmation”) into the Depositary’s account at The Depository Trust Company (“DTC”) pursuant to the procedures set forth in Section 3 – “Procedures for Accepting the Offer and Tendering Shares,” (ii) the Letter of Transmittal, properly completed and duly executed, with any required signature guarantees or, in the case of a book-entry transfer, an Agent’s Message (as defined below) in lieu of the Letter of Transmittal and (iii) any other documents required by the Letter of Transmittal. Accordingly, tendering shareholders may be paid at different times depending upon when Share Certificates or Book-Entry Confirmations with respect to Shares are actually received by the Depositary.

Acceptance for Payment and Payment for Shares. Subject to the satisfaction or waiver of all the conditions to the Offer described in Section 15 – “Certain Conditions For purposes of the Offer,” we , the Fund will accept be deemed to have accepted for payment and promptly pay for Shares that are validly tendered on or before the Expiration Date or any extensions thereof (and not validly timely withdrawn pursuant to Section 4) when the Offer Fund gives written notice to the tendering Shareholder of its election to purchase the Shareholder's Shares. The Purchase Price per Share will equal the NAV per Share as of the close of business on or after the Expiration Valuation Date. If we commence a subsequent offering period in connection with the Offer, we will immediately accept for payment and promptly pay for all additional Shares validly tendered during that subsequent offering period, subject to and in compliance with the requirements of Rule 14d-11(e) under the Exchange Act. Subject to compliance with Rule 14e-1(c) under the Exchange Act, we expressly reserve the right to delay payment for Shares in order to comply in whole or in part with any applicable law, including, without limitation, the HSR Act. See Section 16 – “Certain Legal Matters; Regulatory Approvals.” In all cases, we will pay payment for Shares tendered and accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of (i) the Share certificates evidencing tendered Shares (the “Share Certificates”) or confirmation Subadministrator of a book-entry transfer of those Shares (a “Book-Entry Confirmation”) into the Depositary’s account at The Depository Trust Company (“DTC”) pursuant to the procedures set forth in Section 3 – “Procedures for Accepting the Offer properly completed and Tendering Shares,” (ii) the duly executed Letter of Transmittal, properly completed and duly executed, with any required signature guarantees or, in the case of a book-entry transfer, an Agent’s Message (as defined below) in lieu of the Letter of Transmittal and (iii) any other documents required by the Letter of Transmittal. AccordinglyThe Fund expressly reserves the right, in its sole discretion, to delay the acceptance for payment of, or payment for, Shares, in order to comply, in whole or in part, with any applicable law. For Shareholders who tender Shares that are accepted by the Fund for purchase, payment of the Purchase Price will consist of a non-interest-bearing, non-transferable promissory note (the "Note") entitling the Shareholder to an initial payment (the "Initial Payment") and a final payment (the "Final Payment"). The Initial Payment will be equal to 90% of the estimated Purchase Price of the tendered Shares, determined as of the Valuation Date. Payment of the Initial Payment will be made within 50 days after the Valuation Date, unless the Fund has requested withdrawals of capital from any investment funds in order to fund the purchase of Shares, in which case the Initial Payment will be paid no later than 10 business days after the Fund has received at least 90% of the aggregate amount withdrawn from such investment funds. The Final Payment will be equal to the amount in excess, if any, of (a) the Purchase Price, determined as of the Valuation Date and based upon the results of the annual audit of the Fund's financial statements for fiscal year ending March 31, 2007, over (b) the Initial Payment. The Final Payment will be paid within 30 days after the completion of the Fund's annual audit, which the Fund anticipates will be completed within 60 days of its fiscal year end of March 31, 2007; provided, however, that the Board of Trustees, in its discretion, may determine that the Final Payment be paid prior to the completion of the Fund's audit. The Note will be delivered to the tendering shareholders Shareholder in the manner set forth below within 10 business days after the Valuation Date. Although the Fund has retained the option to pay all or a portion of the Purchase Price by distributing marketable securities, the Purchase Price will be paid entirely in cash except in the unlikely event that the Board of Trustees determines that the distribution of securities is necessary to avoid or mitigate any adverse effect of the Offer on the remaining Shareholders of the Fund. The Note pursuant to which a Shareholder will receive the Initial Payment and Final Payment (together, the "Cash Payments") will be delivered to the Subadministrator and then mailed by the Subadministrator to the Shareholder's address of record on the books of the Fund. The Cash Payments due pursuant to the Note will be deposited by the Fund in a segregated custodial account and then transmitted directly to the tendering Shareholder at the address of record with the Fund or to the tendering Shareholder's brokerage account, in accordance with instructions provided by the tendering Shareholder in the Letter of Transmittal (or as stated below), and, if so transferred to a brokerage account, may be paid at different times depending subject upon when Share Certificates withdrawal from such account to any fees that such brokerage would customarily assess upon the withdrawal of cash from such account. The Subadministrator will act as an agent for Shareholders for purpose of delivering the Cash Payments and the Note from the Fund to Shareholders. Under no circumstances will interest on the Purchase Price for Shares be paid, regardless of any delay in delivering such payments to any Shareholder. If the Fund is delayed in its acceptance for payment of, or Book-Entry Confirmations with respect in its payment for, Shares, or is unable to accept for payment or pay for Shares pursuant to the Offer for any reason, such Shares may not be withdrawn unless and except to the extent tendering Shareholders are entitled to withdrawal rights as described in Section 4 of this Offer to Purchase. If any tendered Shares are actually received not accepted for payment pursuant to the terms and conditions of the Offer for any reason, or are not paid because of an invalid tender, those Shares will remain credited to the account of the relevant tendering Shareholder. The Fund normally calculates the NAV of Shares approximately 45 days after the end of the month. The most recent NAV of Shares is available by calling the DepositarySubadministrator toll free at (000) 000-0000.

Acceptance for Payment and Payment for Shares. Subject to the satisfaction or waiver of all the conditions to the Offer described in Section 15 – “Certain Conditions For purposes of the Offer,” we , the Fund will accept be deemed to have accepted for payment and promptly pay for Shares that are validly tendered on or before the Expiration Date or any extensions thereof (and not validly timely withdrawn pursuant to Section 4) when the Offer Fund gives written notice to the tendering Shareholder of its election to purchase the Shareholder's Shares. The Purchase Price per Share will equal the NAV per Share as of the close of business on or after the Expiration Valuation Date. If we commence a subsequent offering period in connection with the Offer, we will immediately accept for payment and promptly pay for all additional Shares validly tendered during that subsequent offering period, subject to and in compliance with the requirements of Rule 14d-11(e) under the Exchange Act. Subject to compliance with Rule 14e-1(c) under the Exchange Act, we expressly reserve the right to delay payment for Shares in order to comply in whole or in part with any applicable law, including, without limitation, the HSR Act. See Section 16 – “Certain Legal Matters; Regulatory Approvals.” In all cases, we will pay payment for Shares tendered and accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of (i) the Share certificates evidencing tendered Shares (the “Share Certificates”) or confirmation Subadministrator of a book-entry transfer of those Shares (a “Book-Entry Confirmation”) into the Depositary’s account at The Depository Trust Company (“DTC”) pursuant to the procedures set forth in Section 3 – “Procedures for Accepting the Offer properly completed and Tendering Shares,” (ii) the duly executed Letter of Transmittal, properly completed and duly executed, with any required signature guarantees or, in the case of a book-entry transfer, an Agent’s Message (as defined below) in lieu of the Letter of Transmittal and (iii) any other documents required by the Letter of Transmittal. AccordinglyThe Fund expressly reserves the right, in its sole discretion, to delay the acceptance for payment of, or payment for, Shares, in order to comply, in whole or in part, with any applicable law. For Shareholders who tender Shares that are accepted by the Fund for purchase, payment of the Purchase Price will consist of a non-interest-bearing, non-transferable promissory note (the "Note") entitling the Shareholder to an initial payment (the "Initial Payment") and a final payment (the "Final Payment"). The Initial Payment will be equal to 90% of the estimated Purchase Price of the tendered Shares, determined as of the Valuation Date. Payment of the Initial Payment will be made within 50 days after the Valuation Date, unless the Fund has requested withdrawals of capital from any investment funds in order to fund the purchase of Shares, in which case the Initial Payment will be paid no later than 10 business days after the Fund has received at least 90% of the aggregate amount withdrawn from such investment funds. The Final Payment will be equal to the amount in excess, if any, of (a) the Purchase Price, determined as of the Valuation Date and based upon the results of the annual audit of the Fund's financial statements for fiscal year ending March 31, 2007, over (b) the Initial Payment. The Final Payment will be paid within 30 days after the completion of the Fund's annual audit, which the Fund anticipates will be completed within 60 days of its fiscal year end of March 31, 2007; provided, however, that the Board of Trustees, in its discretion, may determine that the Final Payment be paid prior to the completion of the Fund's audit. The Note will be delivered to the tendering shareholders Shareholder in the manner set forth below within 10 business days after the Valuation Date. Although the Fund has retained the option to pay all or a portion of the Purchase Price by distributing marketable securities, the Purchase Price will be paid entirely in cash except in the unlikely event that the Board of Trustees determines that the distribution of securities is necessary to avoid or mitigate any adverse effect of the Offer on the remaining Shareholders of the Fund. The Note pursuant to which a Shareholder will receive the Initial Payment and Final Payment (together, the "Cash Payments") will be delivered to the Subadministrator and then mailed by the Subadministrator to the Shareholder's address of record on the books of the Fund. The Cash Payments due pursuant to the Note will be deposited by the Fund in a segregated custodial account and then transmitted directly to the tendering Shareholder at the address of record with the Fund or to the tendering Shareholder's brokerage account, in accordance with instructions provided by the tendering Shareholder in the Letter of Transmittal (or as stated below), and, if so transferred to a brokerage account, may be subject upon withdrawal from such account to any fees that such brokerage would customarily assess upon the withdrawal of cash from such account. The Subadministrator will act as an agent for Shareholders for purpose of delivering the Cash Payments and the Note from the Fund to Shareholders. Under no circumstances will interest on the Purchase Price for Shares be paid, regardless of any delay in delivering such payments to any Shareholder. Under certain circumstances, Shares accepted for tender mxx xx paid at different times depending upon when Share Certificates by combining the Initial Payment and the Final Payment into a single payment and paying such amount to Shareholders in lieu of issuing the Note. If the Fund is delayed in its acceptance for payment of, or Book-Entry Confirmations with respect in its payment for, Shares, or is unable to accept for payment or pay for Shares pursuant to the Offer for any reason, such Shares may not be withdrawn unless and except to the extent tendering Shareholders are entitled to withdrawal rights as described in Section 4 of this Offer to Purchase. If any tendered Shares are actually received not accepted for payment pursuant to the terms and conditions of the Offer for any reason, or are not paid because of an invalid tender, those Shares will remain credited to the account of the relevant tendering Shareholder. The Fund normally calculates the NAV of Shares approximately 45 days after the end of the month. The most recent NAV of Shares is available by calling the DepositarySubadministrator toll free at (800) 441-7288.

Acceptance for Payment and Payment for Shares. Subject Upon the terms and subject to the conditions to the Offer (including, if Purchaser extends or amends the Offer, the terms and conditions of the Offer as so extended or amended) and the applicable regulations of the SEC, Purchaser will accept for payment and pay for all Shares validly tendered and not withdrawn prior to the Expiration Date promptly after the Expiration Date and the satisfaction or waiver of all the conditions to the Offer described set forth in Section 15 – — “Certain Conditions to Purchaser’s Obligations” (the date of such acceptance for payment, the Offer,” we will accept for payment and promptly pay for Shares validly tendered and not validly withdrawn pursuant to the Offer on or after the Expiration “Acceptance Date. If we commence a subsequent offering period in connection with the Offer, we will immediately accept for payment and promptly pay for all additional Shares validly tendered during that subsequent offering period, subject to and in compliance with the requirements of Rule 14d-11(e) under the Exchange Act”). Subject to the terms of the Merger Agreement and compliance with Rule 14e-1(c) under the Exchange Act, we Purchaser expressly reserve reserves the right to delay acceptance for payment of, and thereby delay payment for, Shares until satisfaction of all conditions to the Offer relating to governmental or regulatory approvals. If, prior to the Expiration Date, Purchaser increases the Offer Price, Purchaser will pay the increased Offer Price to all stockholders of the Company from whom Purchaser purchases Shares in the Offer, whether such Shares were tendered before or after the increase in price. As of the date of this Offer to Purchase, Purchaser has no intention to increase the Offer Price. Under no circumstances will Purchaser pay interest on the Offer Price paid for Shares pursuant to the Offer, regardless of any delay in order making such payment. For information with respect to comply in whole or in part with any applicable lawapprovals that the Company and Purchaser are required to obtain prior to the completion of the Offer, including, without limitation, the HSR Act. See see Section 16 – — “Certain Regulatory and Legal Matters; Regulatory Approvals.” In all cases, we Purchaser will pay for Shares accepted for payment pursuant to purchased in the Offer only after timely receipt by the Depositary of (ia) certificates representing the Share certificates evidencing tendered Shares (the “Share Certificates”) or timely confirmation of a book-entry transfer of those Shares (a “Book-Entry Confirmation”) Table of Contents of the book-entry transfer of the Shares into the Depositary’s account at The Depository Trust Company (the “DTCBook-Entry Transfer Facility”) pursuant to the procedures set forth in Section 3 – — “Procedures for Accepting the Offer and Tendering Shares,” ”; (iib) the appropriate Letter of Transmittal, properly completed and duly executed, with any required signature guarantees or, in the case of a book-entry transfer, or an Agent’s Message (as defined below) in lieu of the Letter of Transmittal connection with a book-entry transfer; and (iiic) any other documents required by that the related Letter of Transmittal. Accordingly, tendering shareholders may be paid at different times depending upon when Share Certificates or Book-Entry Confirmations with respect to Shares are actually received by the DepositaryTransmittal requires.

Acceptance for Payment and Payment for Shares. Subject Upon the terms and subject to the satisfaction or waiver conditions of all the conditions to the Offer (including, if the Offer is extended or amended, the terms and conditions of any such extension or amendment) and provided that the Offer has not been terminated as described in Section 15 – 1 — “Certain Conditions Terms of the Offer,” we the Purchaser will accept for payment and 12 Table of Contents promptly pay for all Shares validly tendered before the Expiration Date and not properly withdrawn in accordance with Section 4 — “Withdrawal Rights.” If the Purchaser provides a Subsequent Offering Period, the Purchaser will immediately accept and promptly pay for Shares validly as they are tendered during the Subsequent Offering Period. See Section 1 — “Terms of the Offer.” For a description of our rights and obligations to extend or terminate the Offer and not validly withdrawn pursuant to the Offer on or after the Expiration Date. If we commence a subsequent offering period in connection with the Offer, we will immediately accept for payment and promptly or pay for all additional Shares validly tendered during that subsequent offering periodShares, subject to and in compliance with the requirements of Rule 14d-11(e) under the Exchange Act. Subject to compliance with Rule 14e-1(c) under the Exchange Act, we expressly reserve the right or to delay acceptance for payment or payment for Shares in order to comply in whole or in part with any applicable lawShares, including, without limitation, see Section 1 — “Terms of the HSR Act. See Section 16 – “Certain Legal Matters; Regulatory ApprovalsOffer.” In all cases, we will pay payment for Shares accepted for payment pursuant to in the Offer will be made only after timely receipt by the Depositary of (i) of: • the Share certificates evidencing tendered Shares (for the “Share Certificates”) or confirmation of Shares, together with a book-entry transfer of those Shares (a “Book-Entry Confirmation”) into the Depositary’s account at The Depository Trust Company (“DTC”) pursuant to the procedures set forth in Section 3 – “Procedures for Accepting the Offer and Tendering Shares,” (ii) the Letter of TransmittalTransmittal (or a manually signed facsimile thereof), properly completed and duly executed, with any required signature guarantees or, guarantees; or • in the case of a transfer effected under the book-entry transfertransfer procedures described in Section 3 — “Procedure for Tendering Shares,” a Book-Entry Confirmation and either a Letter of Transmittal (or a manually signed facsimile thereof), properly completed and duly executed, with any required signature guarantees, or an Agent’s Message (as defined below) described in lieu of the Letter of Transmittal Section 3 — “Procedure for Tendering Shares”; and (iii) • any other documents required by the Letter of Transmittal. AccordinglyThe Offer Price paid to any holder of Shares for Shares tendered in the Offer will be the highest per Share consideration paid to any other holder of Shares for Shares tendered in the Offer. For purposes of the Offer, the Purchaser will be deemed to have accepted for payment, and thereby purchased, Shares validly tendered to the Purchaser and not properly withdrawn, as, if and when the Purchaser gives oral or written notice to the Depositary of the Purchaser’s acceptance for payment of the Shares in the Offer. Upon the terms and subject to the conditions of the Offer, payment for Shares accepted for payment in the Offer will be made by deposit of the Offer Price therefor with the Depositary, which will act as agent for tendering shareholders may stockholders for the purpose of receiving payment from the Purchaser and transmitting payment to tendering stockholders. Upon the deposit of funds with the Depositary for the purpose of making payments to tendering stockholders, the Purchaser’s obligation to make such payment shall be satisfied, and tendering stockholders must thereafter look solely to the Depositary for payment of amounts owed to them by reason of the acceptance for payment of Shares pursuant to the Offer. Under no circumstances will interest be paid on the Offer Price to be paid by the Purchaser for the Shares, regardless of any extension of the Offer or any delay in making payment. If any tendered Shares are not accepted for payment for any reason, certificates representing unpurchased Shares will be returned, without expense, to the tendering stockholder (or, in the case of Shares delivered by book-entry transfer into the Depositary’s account at different times depending upon when Share Certificates or the Book-Entry Confirmations Transfer Facility, according to the procedures set forth in Section 3 — “Procedure for Tendering Shares,” the Depositary will notify the Book-Entry Transfer Facility of the Purchaser’s decision not to accept the Shares and the Shares will be credited to an account maintained at the Book-Entry Transfer Facility), promptly after the expiration or termination of the Offer. If the Purchaser is delayed in its acceptance for payment or payment for Shares or is unable to accept for payment or pay for Shares in the Offer, then, without prejudice to the Purchaser’s rights under the Offer (but subject to compliance with respect Rule 14e-1(c) under the Exchange Act) the Depositary may, nevertheless, on behalf of the Purchaser, retain tendered Shares, and the Shares may not be withdrawn except to the extent tendering stockholders are entitled to do so as described in Section 4 — “Withdrawal Rights.” The Purchaser reserves the right to transfer or assign to IDEX and/or one or more direct or indirect subsidiaries of IDEX any of its rights under the Merger Agreement, including the right to purchase Shares are actually received by tendered in the Depositary.Offer, but any transfer or assignment will not relieve the Purchaser of its obligations under the Offer and will in no way prejudice the rights of tendering stockholders to receive payment for Shares validly tendered and accepted for payment in the Offer. 13 Table of Contents

Acceptance for Payment and Payment for Shares. Subject Upon the terms and subject to the conditions to the Offer (including, if Purchaser extends or amends the Offer, the terms and conditions of the Offer as so extended or amended) and the applicable regulations of the SEC, Purchaser will purchase, by accepting for payment, and will pay for, all Shares validly tendered and not withdrawn (the date of such acceptance for payment, the “Acceptance Date”) prior to the Expiration Date, promptly after the Expiration Date following the satisfaction or waiver of all the conditions to the Offer described set forth in Section 15 – — “Certain Conditions to Purchaser’s Obligations.” If, prior to the Expiration Date, Purchaser increases the Offer Price, Purchaser will pay the increased Offer Price to all stockholders of the Company from whom Purchaser purchases Shares in the Offer, whether or not such Shares were tendered before the increase in price. As of the date of this Offer to Purchase, Purchaser has no intention 11 Table of Contents to increase the Offer Price. Under no circumstances will Purchaser pay interest on the Offer Price paid for Shares pursuant to the Offer, regardless of any delay in making such payment. For information with respect to approvals that the Company and Purchaser are required to obtain prior to the completion of the Offer,” we will accept for payment and promptly pay for Shares validly tendered and not validly withdrawn pursuant to the Offer on or after the Expiration Date. If we commence a subsequent offering period in connection with the Offer, we will immediately accept for payment and promptly pay for all additional Shares validly tendered during that subsequent offering period, subject to and in compliance with the requirements of Rule 14d-11(e) including under the Exchange Act. Subject to compliance with Rule 14e-1(c) under the Exchange ActHSR Act and other laws and regulations, we expressly reserve the right to delay payment for Shares in order to comply in whole or in part with any applicable law, including, without limitation, the HSR Act. See see Section 16 – — “Certain Regulatory and Legal Matters; Regulatory Approvals.” In all cases, we Purchaser will pay for Shares accepted for payment pursuant to purchased in the Offer only after timely receipt by the Depositary of (ia) certificates representing the Share certificates evidencing tendered Shares (the “Share Certificates”) or timely confirmation of a book-entry transfer of those Shares (a “Book-Entry Confirmation”) of the book-entry transfer of the Shares into the Depositary’s account at The Depository Trust Company (the “DTCBook-Entry Transfer Facility”) pursuant to the procedures set forth in Section 3 – — “Procedures for Accepting the Offer and Tendering Shares,” ”; (iib) the appropriate Letter of TransmittalTransmittal (or a facsimile), properly completed and duly executed, with any required signature guarantees or, in the case of a book-entry transfer, or an Agent’s Message (as defined below) in lieu of the Letter of Transmittal connection with a book-entry transfer; and (iiic) any other documents required by that the related Letter of Transmittal. Accordingly, tendering shareholders may be paid at different times depending upon when Share Certificates or Book-Entry Confirmations with respect to Shares are actually received by the DepositaryTransmittal requires.

Acceptance for Payment and Payment for Shares. Subject Upon the terms and subject to the satisfaction conditions of the Offer (including, if Purchaser extends or waiver amends the Offer, the terms and conditions of the Offer as so extended or amended) and the applicable rules and regulations of the SEC, promptly after the Expiration Date, Purchaser will purchase, by accepting for payment, and will pay for, all the conditions Shares validly tendered and not properly withdrawn (as permitted by Section 4—"Withdrawal Rights" of this Offer to Purchase) prior to the Offer described in Section 15 – “Certain Conditions of Expiration Date. If Purchaser includes the Offer,” we Subsequent Offering Period, Purchaser will immediately accept for payment and promptly pay for Shares as they are tendered during the Subsequent Offering Period. For information with respect to approvals that Textron and Purchaser are or may be required to obtain prior to the completion of the Offer, see Section 16—"Legal Matters; Required Regulatory Approvals" of this Offer to Purchase. For purposes of the Offer, Purchaser will be deemed to have accepted for payment, and thereby purchased, Shares validly tendered and not validly properly withdrawn as, if and when Purchaser gives oral or written notice to the Depositary of Purchaser's acceptance for payment of such Shares pursuant to the Offer. Upon the terms and subject to the conditions of the Offer, payment for Shares accepted for payment pursuant to the Offer on or after will be made by deposit of the Expiration DateOffer Price with the Depositary, which will act as agent for tendering shareholders of Arctic Cat for the purpose of receiving payments from Purchaser and transmitting such payments, less any applicable withholding tax, to shareholders of Arctic Cat whose Shares have been accepted for payment. If we commence a subsequent offering period in connection with Purchaser extends the Offer, we will immediately accept is delayed in its acceptance for payment and promptly pay of Shares or is unable to accept Shares for all additional Shares validly tendered during that subsequent offering periodpayment pursuant to the Offer for any reason, subject then, without prejudice to and in compliance with the requirements of Rule 14d-11(e) Purchaser's rights under the Exchange Act. Subject Offer, the Depositary may, nevertheless, on behalf of Purchaser, retain tendered Shares, and such Shares may not be withdrawn except to compliance with the extent that tendering shareholders are entitled to withdrawal rights as described under Section 4—"Withdrawal Rights" of this Offer to Purchase and as otherwise required by Rule 14e-1(c) under the Exchange Act, we expressly reserve which requires that Purchaser pay the right to consideration offered or return Shares deposited by or on behalf of tendering shareholders promptly after the completion of the Offer. Under no circumstances will Purchaser pay interest on the Offer Price for Shares, regardless of any extension of the Offer or any delay in payment for Shares in order to comply in whole or in part with any applicable law, including, without limitation, the HSR ActShares. See Section 16 – “Certain Legal Matters; Regulatory Approvals.” In all cases, we Purchaser will pay for Shares accepted for payment purchased pursuant to the Offer only after timely receipt by the Depositary of of: (ia) the Share certificates evidencing representing tendered Shares (the “Share "Certificates”") or timely confirmation of a book-entry transfer of those such Shares (a “"Book-Entry Confirmation”") into the Depositary’s 's account at The Depository Trust Company (“"DTC”") pursuant to the procedures set forth in Section 3 – “Procedures 3—"Procedures for Accepting the Offer and Tendering Shares,” " of this Offer to Purchase; (iib) the a Letter of TransmittalTransmittal (or a facsimile thereof), properly completed and duly executed, with any required signature guarantees or, in the case of a book-entry transfer, or an Agent’s 's Message (as defined below) in lieu of the Letter of Transmittal connection with a book-entry transfer; and (iiic) any other documents required by the Letter of Transmittal. Accordingly, tendering shareholders may be paid at different times depending upon when Share Certificates or Book-Entry Confirmations with respect to Shares are actually received by the Depositary.

Acceptance for Payment and Payment for Shares. Subject to the satisfaction or waiver of all the conditions to the Offer described in Section 15 – “Certain Conditions For purposes of the Offer,” we , the Fund will accept be deemed to have accepted for payment and promptly pay for Shares that are validly tendered on or before the Expiration Date or any extensions thereof (and not validly timely withdrawn pursuant to Section 4) when the Offer Fund gives written notice to the tendering Shareholder of its election to purchase the Shareholder's Shares. The Purchase Price per Share will equal the NAV per Share as of the close of business on or after the Expiration Valuation Date. If we commence a subsequent offering period in connection with the Offer, we will immediately accept for payment and promptly pay for all additional Shares validly tendered during that subsequent offering period, subject to and in compliance with the requirements of Rule 14d-11(e) under the Exchange Act. Subject to compliance with Rule 14e-1(c) under the Exchange Act, we expressly reserve the right to delay payment for Shares in order to comply in whole or in part with any applicable law, including, without limitation, the HSR Act. See Section 16 – “Certain Legal Matters; Regulatory Approvals.” In all cases, we will pay payment for Shares tendered and accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of (i) the Share certificates evidencing tendered Shares (the “Share Certificates”) or confirmation Subadministrator of a book-entry transfer of those Shares (a “Book-Entry Confirmation”) into the Depositary’s account at The Depository Trust Company (“DTC”) pursuant to the procedures set forth in Section 3 – “Procedures for Accepting the Offer properly completed and Tendering Shares,” (ii) the duly executed Letter of Transmittal, properly completed and duly executed, with any required signature guarantees or, in the case of a book-entry transfer, an Agent’s Message (as defined below) in lieu of the Letter of Transmittal and (iii) any other documents required by the Letter of Transmittal. AccordinglyThe Fund expressly reserves the right, in its sole discretion, to delay the acceptance for payment of, or payment for, Shares, in order to comply, in whole or in part, with any applicable law. For Shareholders who tender Shares that are accepted by the Fund for purchase, payment of the Purchase Price will consist of a non-interest-bearing, non-transferable promissory note (the "NOTE") entitling the Shareholder to an initial payment (the "INITIAL PAYMENT") and a final payment (the "FINAL PAYMENT"). The Initial Payment will be equal to 90% of the estimated Purchase Price of the tendered Shares, determined as of the Valuation Date. Payment of the Initial Payment will be made within 50 days after the Valuation Date, unless the Fund has requested withdrawals of capital from any investment funds in order to fund the purchase of Shares, in which case the Initial Payment will be paid no later than 10 business days after the Fund has received at least 90% of the aggregate amount withdrawn from such investment funds. The Final Payment will be equal to the amount in excess, if any, of (a) the Purchase Price, determined as of the Valuation Date and based upon the results of the annual audit of the Fund's financial statements for fiscal year 2005, over (b) the Initial Payment. The Final Payment will be paid within 30 days after the completion of the Fund's annual audit, which the Fund anticipates will be completed within 60 days of its 2005 fiscal year end of March 31, 2006; PROVIDED, HOWEVER, that the Board of Trustees, in its discretion, may determine that the Final Payment be paid prior to the completion of the Fund's audit. The Note will be delivered to the tendering shareholders Shareholder in the manner set forth below within 10 business days after the Valuation Date. Although the Fund has retained the option to pay all or a portion of the Purchase Price by distributing marketable securities, the Purchase Price will be paid entirely in cash except in the unlikely event that the Board of Trustees determines that the distribution of securities is necessary to avoid or mitigate any adverse effect of the Offer on the remaining Shareholders of the Fund. The Note pursuant to which a Shareholder will receive the Initial Payment and Final Payment (together, the "CASH PAYMENTS") will be delivered to the Subadministrator and then mailed by the Subadministrator to the Shareholder's address of record on the books of the Fund. The Cash Payments due pursuant to the Note will be deposited by the Fund in a segregated custodial account and then transmitted directly to the tendering Shareholder at the address of record with the Fund or to the tendering Shareholder's brokerage account, in accordance with instructions provided by the tendering Shareholder in the Letter of Transmittal (or as stated below), and, if so transferred to a brokerage account, may be paid at different times depending subject upon when Share Certificates withdrawal from such account to any fees that such brokerage would customarily assess upon the withdrawal of cash from such account. The Subadministrator will act as an agent for Shareholders for purpose of delivering the Cash Payments and the Note from the Fund to Shareholders. Under no circumstances will interest on the Purchase Price for Shares be paid, regardless of any delay in delivering such payments to any Shareholder. If the Fund is delayed in its acceptance for payment of, or Book-Entry Confirmations with respect in its payment for, Shares, or is unable to accept for payment or pay for Shares pursuant to the Offer for any reason, such Shares may not be withdrawn unless and except to the extent tendering Shareholders are entitled to withdrawal rights as described in Section 4 of this Offer to Purchase. If any tendered Shares are actually received not accepted for payment pursuant to the terms and conditions of the Offer for any reason, or are not paid because of an invalid tender, those Shares will remain credited to the account of the relevant tendering Shareholder. The Fund normally calculates the NAV of Shares approximately 45 days after the end of the month. The most recent NAV of Shares will be available by calling the DepositarySubadministrator toll free at (800) 441-7288.

Acceptance for Payment and Payment for Shares. Subject Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended or amended in accordance with the terms of the Merger Agreement, the terms and conditions of any such extension or amendment), including satisfaction or waiver of all the conditions to of the Offer described in Section 15 – “Certain Conditions of Conditions, the Offer,” we Offeror will, and Parent will cause the Offeror to, at or promptly after, the Expiration Date, irrevocably accept for payment payment, and at or promptly following acceptance for payment, pay for all Shares validly tendered and not validly withdrawn pursuant to the Offer on or after the Expiration DateOffer. If we commence a subsequent offering period in connection with the Offer, we will immediately accept for payment and promptly pay for all additional Shares validly tendered during that subsequent offering period, subject to and in compliance with the requirements of Rule 14d-11(e) under the Exchange Act. Subject to compliance with Rule 14e-1(c) under the Exchange Act, we expressly reserve the right to delay payment for Shares in order to comply in whole or in part with any applicable law, including, without limitation, the HSR Act. See Section 16 – “Certain Legal Matters; Regulatory Approvals.” In all cases, we will pay payment for Shares tendered and accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary and Paying Agent of (ia) the Share certificates evidencing tendered representing those Shares (the “Share Certificates”) or confirmation of a the book-entry transfer of those Shares (a “Book-Entry Confirmation”) into the Depositary’s Depositary and Paying Agent's account at The Depository Trust Company (“"DTC”") pursuant to the procedures set forth in Section 3 – “Procedures 3—"Procedures for Accepting the Offer and Tendering Shares,” " (iib) the a Letter of TransmittalTransmittal (or, with respect to a recognized Medallion Program approved by the Securities Transfer Association, Inc., including the Security Transfer Agents Medallion Program, the New York Stock Exchange Medallion Signature Program and the Stock Exchanges Medallion Program (each, an "Eligible Institution"), a manually executed facsimile thereof or an Agent's Message (as defined in Section 3—"Procedures for Tendering Shares" below)), properly completed and duly executed, with any required signature guarantees or, in the case of a book-entry transfer, an Agent’s Message (as defined below) in lieu of the Letter of Transmittal and (iiic) any other documents required by the Letter of Transmittal. See Section 3—"Procedures for Tendering Shares." Accordingly, tendering shareholders stockholders may be paid at different times depending upon when Share Certificates certificates or Bookbook-Entry Confirmations entry transfer confirmations with respect to their Shares are actually received by the DepositaryDepositary and Paying Agent. For purposes of the Offer, the Offeror will be deemed to have accepted for payment and thereby purchased Shares validly tendered and not validly withdrawn if and when the Offeror gives oral or written notice to the Depositary and Paying Agent of its acceptance for payment of those Shares pursuant to the Offer. Payment for Shares accepted for payment pursuant to the Offer will be made by deposit of the purchase price therefor with the Depositary and Paying Agent, which will act as agent for the tendering stockholders for purposes of receiving payments from the Offeror and transmitting those payments to the tendering stockholders. Under no circumstances will interest be paid on the Offer Price for Shares, regardless of any extension of the Offer or any delay in payment for Shares. Shares tendered by a Notice of Guaranteed Delivery will not be deemed validly tendered for any purpose, including for purposes of satisfying the Minimum Condition, unless and until Shares underlying such Notice of Guaranteed Delivery are "received" (as defined in Section 251(h)(6) of the DGCL) by the Depositary and Paying Agent. If any tendered Shares are not accepted for payment pursuant to the terms and conditions of the Offer for any reason, or if certificates are submitted for more Shares than are tendered, those unpurchased Shares will be returned, without expense in "book-entry" form in your name with the transfer agent (or, in the case of Shares tendered by book-entry transfer into the Depositary and Paying Agent's account at DTC pursuant to the procedures set forth in Section 3—"Procedures for Tendering Shares," those Shares will be credited to an account maintained with DTC) promptly following expiration or termination of the Offer. If, prior to the Expiration Date, the Offeror increases the consideration offered to holders of Shares pursuant to the Offer, that increased consideration will be paid to holders of all Shares that are tendered pursuant to the Offer, whether or not those Shares were tendered prior to that increase in consideration.

Acceptance for Payment and Payment for Shares. Subject Upon the terms and subject to the satisfaction or waiver conditions of all the conditions to the Offer described in Section 15 – “Certain Conditions (including, if the Offer is extended or amended, the terms and conditions of the Offer,” we any extension or amendment), Merger Subsidiary will accept for payment and promptly will pay for for, as soon as practicable after the Expiration Date, all Shares validly tendered prior to the Expiration Date and not validly properly withdrawn in accordance with Section 4, "Withdrawal Rights." In all cases, payment for Shares accepted for payment pursuant to the Offer on will be made only after timely receipt by the Depositary of (1) certificates for such Shares (or after a timely Book-Entry Confirmation (as defined below) with respect thereto), (2) a Letter of Transmittal (or facsimile thereof), properly completed and duly executed, with any required signature guarantees, or, in the Expiration Datecase of a book-entry transfer, an Agent's Message (as defined below) in lieu of the Letter of Transmittal, and (3) any other documents required by the Letter of Transmittal. If we commence a subsequent offering period in connection with The per Share consideration paid to any holder of Shares pursuant to the Offer will be the highest per Share consideration paid to any other holder of such Shares pursuant to the Offer. For purposes of the Offer, we Merger Subsidiary will immediately accept be deemed to have accepted for payment, and thereby purchased, Shares properly tendered to Merger Subsidiary and not withdrawn, if, as and when Merger Subsidiary gives oral or written notice to the Depositary of Merger Subsidiary's acceptance for payment and promptly pay of such Shares. Payment for all additional Shares validly tendered during that subsequent offering period, subject accepted for payment pursuant to and in compliance the Offer will be made by deposit of the purchase price therefor with the requirements Depositary, which will act as agent for tendering stockholders for the purpose of Rule 14d-11(e) under receiving payment from Merger Subsidiary and transmitting payment to tendering stockholders. UNDER NO CIRCUMSTANCES WILL INTEREST BE PAID ON THE OFFER PRICE TO BE PAID BY MERGER SUBSIDIARY FOR THE SHARES, REGARDLESS OF ANY EXTENSION OF THE OFFER OR ANY DELAY IN MAKING SUCH PAYMENT. Merger Subsidiary expressly reserves the Exchange Act. Subject to compliance with Rule 14e-1(c) under the Exchange Actright, we expressly reserve the right in its sole discretion, to delay acceptance for payment for of, or payment for, Shares in order to comply in whole or in part with any applicable law. If Merger Subsidiary is delayed in its acceptance for payment of, includingor payment for, without limitation, the HSR Act. See Section 16 – “Certain Legal Matters; Regulatory Approvals.” In all cases, we will Shares or is unable to accept for payment or pay for Shares accepted for payment pursuant to the Offer only after timely receipt by for any reason, then, without prejudice to Merger Subsidiary's rights under the Offer (including such rights as are set forth in Sections 1, "Terms of the Offer," and 14, "Conditions to the Offer") (but subject to compliance with Rule 14e-1(c) under the Exchange Act), the Depositary may, nevertheless, on behalf of (i) Merger Subsidiary, retain tendered Shares, and such Shares may not be withdrawn except to the Share extent tendering stockholders are entitled to exercise, and duly exercise, withdrawal rights as described in Section 4, "Withdrawal Rights." If any tendered Shares are not purchased pursuant to the Offer for any reason, or if certificates are submitted representing more Shares than are tendered, certificates evidencing Shares not tendered or not accepted for purchase will be returned to the tendering stockholder, or such other person as the tendering stockholder shall specify in the Letter of Transmittal, as promptly as practicable following the expiration, termination or withdrawal of the Offer. In the case of Shares (the “Share Certificates”) or confirmation of a delivered by book-entry transfer of those Shares (a “into the Depositary's account at the Book-Entry Confirmation”) into the Depositary’s account at The Depository Trust Company Transfer Facility (“DTC”as defined below) pursuant to the procedures set forth in Section 3 – “3, "Procedures for Accepting the Offer and Tendering Shares,” (ii) " such Shares will be credited to such account maintained at the Book-Entry Transfer Facility as the tendering stockholder shall specify in the Letter of Transmittal, properly completed and duly executedas promptly as practicable following the expiration, termination or withdrawal of the Offer. If no such instructions are given with any required signature guarantees or, in the case of a respect to Shares delivered by book-entry transfer, an Agent’s Message (as defined below) any such Shares not tendered or not purchased will be returned by crediting the account at the Book-Entry Transfer Facility designated in lieu of the Letter of Transmittal as the account from which such Shares were delivered. Merger Subsidiary reserves the right to transfer or assign, in whole or, from time to time, in part, to one or more of its affiliates, the right to purchase Shares tendered pursuant to the Offer, but any such transfer or assignment will not relieve Merger Subsidiary of its obligations under the Offer and (iii) any other documents required by will in no way prejudice the Letter rights of Transmittal. Accordingly, tendering shareholders may be paid at different times depending upon when Share Certificates or Book-Entry Confirmations with respect stockholders to receive payment for Shares are actually received by validly tendered and accepted for payment pursuant to the DepositaryOffer.

Acceptance for Payment and Payment for Shares. Subject Upon the terms and subject to the satisfaction or waiver conditions of all the conditions to the Offer described in Section 15 – “Certain Conditions (including, if the Offer is extended or amended, the terms and conditions of the Offer,” any extension or amendment), we will accept for payment and promptly pay for all Shares validly tendered and not validly properly withdrawn pursuant prior to the Offer on or Expiration Date promptly after the Expiration Date. If we commence decide to provide a subsequent offering period in connection with the OfferSubsequent Offering Period, we will immediately accept for payment and promptly pay for all additional Shares validly as they are tendered during that subsequent offering periodthe Subsequent Offering Period. Notwithstanding the foregoing, subject to the terms and in compliance with conditions of the requirements Merger Agreement and any applicable rules and regulations of Rule 14d-11(e) under the Exchange Act. Subject to compliance with SEC, including Rule 14e-1(c) under the Exchange Act, we expressly reserve the right right, in our sole discretion and subject to applicable law, to delay the acceptance for payment or payment for Shares until satisfaction of all conditions to the Offer relating to governmental or regulatory approvals specified in order to comply in whole or in part with any applicable law, including, without limitation, the HSR Act. See Section 16 – — “Certain Legal Matters; Regulatory Approvals.” In all casesFor information with respect to approvals that we are or may be required to obtain prior to the completion of the Offer, we including under the HSR Act (as defined below), see Section 16 — “Certain Legal Matters; Regulatory Approvals.” 14 Table of Contents We will pay for Shares accepted for payment pursuant to the Offer by depositing the purchase price with the Depositary, which will act as your agent for the purpose of receiving payments from us and transmitting such payments to you. Upon the deposit of such funds with the Depositary, Purchaser’s obligation to make such payment shall be satisfied, and tendering stockholders must thereafter look solely to the Depositary for payment of amounts owed to them by reason of the acceptance for payment of Shares pursuant to the Offer. Notwithstanding the foregoing, from and after the Effective Time, holders of Shares who did not tender in the Offer will have the right to receive the Merger Consideration pursuant to the terms and conditions of the Merger Agreement. In all cases (including during any Subsequent Offering Period), payment for Shares accepted for payment will be made only after timely receipt by the Depositary of (i) the Share certificates evidencing tendered Shares (the “Share Certificates”) or confirmation of a book-entry transfer of those Shares (a “Book-Entry Confirmation”) into the Depositary’s account at The Depository Trust Company (“DTC”) pursuant to the procedures set forth in Section 3 – “Procedures for Accepting the Offer and Tendering Shares,” (ii) the Letter of Transmittal, properly completed and duly executedexecuted Letter of Transmittal (or a manually signed facsimile thereof), with any required signature guarantees or, in the case of connection with a book-entry transfer, an Agent’s Message (as defined below) in lieu of the Letter of Transmittal transfer and (iii) any other documents required by the Letter of Transmittal. For a description of the procedure for tendering Shares pursuant to the Offer, see Section 3 — “Procedure for Accepting the Offer and Tendering Shares.” Accordingly, tendering shareholders payment may be paid made to tendering stockholders at different times depending upon when Share Certificates if delivery of the Shares and other required documents occurs at different times. For purposes of the Offer, we will be deemed to have accepted for payment Shares validly tendered and not withdrawn when, as and if we give oral or Book-Entry Confirmations written notice of our acceptance to the Depositary. Under no circumstances will we pay interest on the consideration paid for Shares pursuant to the Offer, regardless of any extension of the Offer or any delay in making such payment. Payment of the Offer Price with respect to Shares which are actually received reflected on the Company’s books and records as being pledged to the Company’s credit union (or other secured party) will be made directly to the credit union (or other secured party). Such payment may result in a payment to the credit union (or other secured party) greater than the amount of the underlying obligation that is secured by the pledge. A holder of Shares will have to look to the credit union (or other secured party) for the repayment of any amounts in excess of the underlying obligation. Purchaser will not be responsible for any such overpayment. Payment to the Company’s credit union (or other secured party) will discharge the obligation of Purchaser to pay for such Shares. If we do not accept for payment any tendered Shares pursuant to the Offer for any reason, without expense to you, we will transfer such Shares into the Depositary’s account at the Book-Entry Transfer Facility pursuant to the procedures set forth in Section 3 — “Procedure for Accepting the Offer and Tendering Shares,” and the Shares will be credited to an account maintained at the Book-Entry Transfer Facility, promptly following the expiration, termination or withdrawal of the Offer.

Acceptance for Payment and Payment for Shares. Subject to the satisfaction or waiver of all the conditions to the Offer described in Section 15 – “Certain Conditions For purposes of the Offer,” we , the Fund will accept be deemed to have accepted for payment and promptly pay for Shares that are validly tendered on or before the Expiration Date or any extensions thereof (and not validly timely withdrawn pursuant to Section 4) when the Offer Fund gives written notice to the tendering Shareholder of its election to purchase the Shareholder's Shares. The Purchase Price per Share will equal the NAV per Share as of the close of business on or after the Expiration Valuation Date. If we commence a subsequent offering period in connection with the Offer, we will immediately accept for payment and promptly pay for all additional Shares validly tendered during that subsequent offering period, subject to and in compliance with the requirements of Rule 14d-11(e) under the Exchange Act. Subject to compliance with Rule 14e-1(c) under the Exchange Act, we expressly reserve the right to delay payment for Shares in order to comply in whole or in part with any applicable law, including, without limitation, the HSR Act. See Section 16 – “Certain Legal Matters; Regulatory Approvals.” In all cases, we will pay payment for Shares tendered and accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of (i) the Share certificates evidencing tendered Shares (the “Share Certificates”) or confirmation Subadministrator of a book-entry transfer of those Shares (a “Book-Entry Confirmation”) into the Depositary’s account at The Depository Trust Company (“DTC”) pursuant to the procedures set forth in Section 3 – “Procedures for Accepting the Offer properly completed and Tendering Shares,” (ii) the duly executed Letter of Transmittal, properly completed and duly executed, with any required signature guarantees or, in the case of a book-entry transfer, an Agent’s Message (as defined below) in lieu of the Letter of Transmittal and (iii) any other documents required by the Letter of Transmittal. AccordinglyThe Fund expressly reserves the right, in its sole discretion, to delay the acceptance for payment of, or payment for, Shares, in order to comply, in whole or in part, with any applicable law. For Shareholders who tender Shares that are accepted by the Fund for purchase, payment of the Purchase Price will consist of a non-interest-bearing, non-transferable promissory note (the "Note") entitling the Shareholder to an initial payment (the "Initial Payment") and a final payment (the "Final Payment"). The Initial Payment will be equal to 90% of the estimated Purchase Price of the tendered Shares, determined as of the Valuation Date. Payment of the Initial Payment will be made within 50 days after the Valuation Date, unless the Fund has requested withdrawals of capital from any investment funds in order to fund the purchase of Shares, in which case the Initial Payment will be paid no later than 10 business days after the Fund has received at least 90% of the aggregate amount withdrawn from such investment funds. The Final Payment will be equal to the amount in excess, if any, of (a) the Purchase Price, determined as of the Valuation Date and based upon the results of the annual audit of the Fund's financial statements for fiscal year ending March 31, 2007, over (b) the Initial Payment. The Final Payment will be paid within 30 days after the completion of the Fund's annual audit, which the Fund anticipates will be completed within 60 days of its fiscal year end of March 31, 2007; provided, however, that the Board of Trustees, in its discretion, may determine that the Final Payment be paid prior to the completion of the Fund's audit. The Note will be delivered to the tendering shareholders Shareholder in the manner set forth below within 10 business days after the Valuation Date. Although the Fund has retained the option to pay all or a portion of the Purchase Price by distributing marketable securities, the Purchase Price will be paid entirely in cash except in the unlikely event that the Board of Trustees determines that the distribution of securities is necessary to avoid or mitigate any adverse effect of the Offer on the remaining Shareholders of the Fund. The Note pursuant to which a Shareholder will receive the Initial Payment and Final Payment (together, the "Cash Payments") will be delivered to the Subadministrator and then mailed by the Subadministrator to the Shareholder's address of record on the books of the Fund. The Cash Payments due pursuant to the Note will be deposited by the Fund in a segregated custodial account and then transmitted directly to the tendering Shareholder at the address of record with the Fund or to the tendering Shareholder's brokerage account, in accordance with instructions provided by the tendering Shareholder in the Letter of Transmittal (or as stated below), and, if so transferred to a brokerage account, may be subject upon withdrawal from such account to any fees that such brokerage would customarily assess upon the withdrawal of cash from such account. The Subadministrator will act as an agent for Shareholders for purpose of delivering the Cash Payments and the Note from the Fund to Shareholders. Under no circumstances will interest on the Purchase Price for Shares be paid, regardless of any delay in delivering such payments to any Shareholder. Under certain circumstances, Xxxxxx accepted for tender may be paid at different times depending upon when Share Certificates by combining the Initial Payment and the Final Payment into a single payment and paying such amount to Shareholders in lieu of issuing the Note. If the Fund is delayed in its acceptance for payment of, or Book-Entry Confirmations with respect in its payment for, Shares, or is unable to accept for payment or pay for Shares pursuant to the Offer for any reason, such Shares may not be withdrawn unless and except to the extent tendering Shareholders are entitled to withdrawal rights as described in Section 4 of this Offer to Purchase. If any tendered Shares are actually received not accepted for payment pursuant to the terms and conditions of the Offer for any reason, or are not paid because of an invalid tender, those Shares will remain credited to the account of the relevant tendering Shareholder. The Fund normally calculates the NAV of Shares approximately 45 days after the end of the month. The most recent NAV of Shares is available by calling the DepositarySubadministrator toll free at (000) 000-0000.

Acceptance for Payment and Payment for Shares. Subject to the satisfaction or waiver of all the conditions to the Offer described set forth in Section 15 – “Certain 15—"Certain Conditions of the Offer,” we will " Purchaser will, immediately following the expiration of the Offer, accept for payment and promptly pay for all Shares validly tendered and not validly properly withdrawn pursuant to the Offer on or after the Expiration DateOffer. If we commence a subsequent offering period in connection with the Offer, we Purchaser will immediately accept for payment and promptly pay for all additional Shares validly tendered during accepted for payment as soon as practicable on the business day immediately following the date on which the Offer expires. As soon as practicable on that subsequent offering periodbusiness day, Parent will deposit with the Paying Agent (as defined below), in immediately available funds, the aggregate amount payable in respect of Shares in the Offer and the Merger (other than the Company Contribution). The amount to be deposited by Parent with the Paying Agent is referred to as the "Parent Payment." Immediately following the deposit of the Parent Payment with the Paying Agent, the Company will deposit with the Paying Agent, in immediately available funds, the Company Contribution (it being agreed that the Company has no obligation to deposit the Company Contribution with the Paying Agent earlier than immediately prior to the Effective Time of the Merger). The time following the Acceptance Time at which sufficient funds for the payment of Shares pursuant to and subject to the conditions of the Offer and the Merger Agreement are deposited with the Paying Agent (as defined below) is referred to as the "Offer Closing." The closing of the Merger will take place immediately following the Offer Closing, subject to and the satisfaction or waiver of the conditions to the closing of the Merger described in compliance this Offer to Purchase. All funds deposited with the requirements of Rule 14d-11(e) under Paying Agent by Parent and the Company (the Exchange ActFund) will be for the benefit of the holders of Shares that Purchaser becomes obligated to purchase pursuant to the Offer and for the benefit of holders of Shares that are entitled to receive the Merger Consideration (as defined below). Subject For purposes of determining the aggregate amount to compliance with Rule 14e-1(c) under be deposited, Parent will assume that no stockholder of the Company will perfect any right to appraisal of his, her or its Shares. In the event the Exchange ActFund is insufficient to make the payments contemplated by the Merger Agreement, we expressly reserve Parent will promptly deposit, or cause to be deposited, additional funds with the right Paying Agent sufficient to delay payment make such payments. Parent will direct the Paying Agent to hold the Exchange Fund for the benefit of the former holders of Shares and to make payments from the Exchange Fund in order to comply in whole or in part accordance with any applicable law, including, without limitation, the HSR ActMerger Agreement. See Section 16 – “Certain Legal Matters; Regulatory Approvals.” In all cases, we Purchaser will pay for Shares tendered and accepted for payment pursuant to the Offer only after timely receipt by the Depositary of (i) (A) the Share certificates evidencing tendered such Shares (the “"Share Certificates”") or (B) confirmation of a book-entry transfer of those such Shares (a “"Book-Entry Confirmation”") into the Depositary’s 's account at The Depository Trust Company (“"DTC”") pursuant to the procedures set forth in Section 3 – “Procedures 3—"Procedures for Accepting the Offer and Tendering Shares,” " (provided that if such Shares are direct registration Shares ("DRS Shares"), neither (A) nor (B) will be required, as provided in the Letter of Transmittal), (ii) the Letter of TransmittalTransmittal (or a manually signed facsimile thereof), properly completed and duly executed, with any required signature guarantees or, in the case of a book-entry transfer, an Agent’s 's Message (as defined below) in lieu of the Letter of Transmittal and (iii) any other documents required by the Letter of Transmittal. Accordingly, tendering shareholders stockholders may be paid at different times depending upon when Share Certificates or Book-Entry Confirmations with respect to Shares are actually received by the Depositary.

Acceptance for Payment and Payment for Shares. Subject to the satisfaction or waiver of all the conditions to the Offer described in Section 15 – “Certain Conditions For purposes of the Offer,” we , the Fund will accept be deemed to have accepted for payment and promptly pay for Shares that are validly tendered on or before the Expiration Date or any extensions thereof (and not validly timely withdrawn pursuant to Section 4) when the Offer Fund gives written notice to the tendering Shareholder of its election to purchase the Shareholder's Shares. The Purchase Price per Share will equal the NAV per Share as of the close of business on or after the Expiration Valuation Date. If we commence a subsequent offering period in connection with the Offer, we will immediately accept for payment and promptly pay for all additional Shares validly tendered during that subsequent offering period, subject to and in compliance with the requirements of Rule 14d-11(e) under the Exchange Act. Subject to compliance with Rule 14e-1(c) under the Exchange Act, we expressly reserve the right to delay payment for Shares in order to comply in whole or in part with any applicable law, including, without limitation, the HSR Act. See Section 16 – “Certain Legal Matters; Regulatory Approvals.” In all cases, we will pay payment for Shares tendered and accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of (i) the Share certificates evidencing tendered Shares (the “Share Certificates”) or confirmation Subadministrator of a book-entry transfer of those Shares (a “Book-Entry Confirmation”) into the Depositary’s account at The Depository Trust Company (“DTC”) pursuant to the procedures set forth in Section 3 – “Procedures for Accepting the Offer properly completed and Tendering Shares,” (ii) the duly executed Letter of Transmittal, properly completed and duly executed, with any required signature guarantees or, in the case of a book-entry transfer, an Agent’s Message (as defined below) in lieu of the Letter of Transmittal and (iii) any other documents required by the Letter of Transmittal. AccordinglyThe Fund expressly reserves the right, in its sole discretion, to delay the acceptance for payment of, or payment for, Shares, in order to comply, in whole or in part, with any applicable law. For Shareholders who tender Shares that are accepted by the Fund for purchase, payment of the Purchase Price will consist of a non-interest-bearing, non-transferable promissory note (the "NOTE") entitling the Shareholder to an initial payment (the "INITIAL PAYMENT") and a final payment (the "FINAL PAYMENT"). The Initial Payment will be equal to 90% of the estimated Purchase Price of the tendered Shares, determined as of the Valuation Date. Payment of the Initial Payment will be made within 50 days after the Valuation Date, unless the Fund has requested withdrawals of capital from any investment funds in order to fund the purchase of Shares, in which case the Initial Payment will be paid no later than 10 business days after the Fund has received at least 90% of the aggregate amount withdrawn from such investment funds. The Final Payment will be equal to the amount in excess, if any, of (a) the Purchase Price, determined as of the Valuation Date and based upon the results of the annual audit of the Fund's financial statements for fiscal year ending March 31, 2006, over (b) the Initial Payment. The Final Payment will be paid within 30 days after the completion of the Fund's annual audit, which the Fund anticipates will be completed within 60 days of its fiscal year end of March 31, 2006; PROVIDED, HOWEVER, that the Board of Trustees, in its discretion, may determine that the Final Payment be paid prior to the completion of the Fund's audit. The Note will be delivered to the tendering shareholders Shareholder in the manner set forth below within 10 business days after the Valuation Date. Although the Fund has retained the option to pay all or a portion of the Purchase Price by distributing marketable securities, the Purchase Price will be paid entirely in cash except in the unlikely event that the Board of Trustees determines that the distribution of securities is necessary to avoid or mitigate any adverse effect of the Offer on the remaining Shareholders of the Fund. The Note pursuant to which a Shareholder will receive the Initial Payment and Final Payment (together, the "CASH PAYMENTS") will be delivered to the Subadministrator and then mailed by the Subadministrator to the Shareholder's address of record on the books of the Fund. The Cash Payments due pursuant to the Note will be deposited by the Fund in a segregated custodial account and then transmitted directly to the tendering Shareholder at the address of record with the Fund or to the tendering Shareholder's brokerage account, in accordance with instructions provided by the tendering Shareholder in the Letter of Transmittal (or as stated below), and, if so transferred to a brokerage account, may be paid at different times depending subject upon when Share Certificates withdrawal from such account to any fees that such brokerage would customarily assess upon the withdrawal of cash from such account. The Subadministrator will act as an agent for Shareholders for purpose of delivering the Cash Payments and the Note from the Fund to Shareholders. Under no circumstances will interest on the Purchase Price for Shares be paid, regardless of any delay in delivering such payments to any Shareholder. If the Fund is delayed in its acceptance for payment of, or Book-Entry Confirmations with respect in its payment for, Shares, or is unable to accept for payment or pay for Shares pursuant to the Offer for any reason, such Shares may not be withdrawn unless and except to the extent tendering Shareholders are entitled to withdrawal rights as described in Section 4 of this Offer to Purchase. If any tendered Shares are actually received not accepted for payment pursuant to the terms and conditions of the Offer for any reason, or are not paid because of an invalid tender, those Shares will remain credited to the account of the relevant tendering Shareholder. The Fund normally calculates the NAV of Shares approximately 45 days after the end of the month. The most recent NAV of Shares is available by calling the DepositarySubadministrator toll free at (000) 000-0000.