Virtus Global Dividend & Income Fund : April 2, 2024 - Virtus Total Return Fund Inc. Offer to Purchase

OFFER

BY

VIRTUS TOTAL RETURN FUND INC.

TO PURCHASE FOR CASH

UP TO 10% OF ITS ISSUED AND OUTSTANDING SHARES OF COMMON STOCK

AT 98% OF NET ASSET VALUE PER SHARE

THE OFFER AND WITHDRAWAL RIGHT WILL EXPIRE AT 5:00 P.M. EASTERN TIME ON

MAY 1, 2024, UNLESS THE OFFER IS EXTENDED

This Issuer Tender Offer Statement and the accompanying Letter of Transmittal (which together constitute the "Offer") are not conditioned on any minimum number of outstanding shares of common stock, par value $0.001 per share (the "Shares") being tendered but are subject to other conditions as outlined herein and in the Letter of Transmittal.

No person has been authorized to give any information or to make any representations in connection with the Offer other than those contained herein and in the Letter of Transmittal, and if given or made, such information or representations may not be relied upon as having been authorized by Virtus Total Return Fund Inc. (the "Fund").

IMPORTANT

Any stockholder ("Stockholder") desiring to tender any portion of his or her Shares of common stock of the Fund ("Common Stock") should either (1) complete and sign the Letter of Transmittal in accordance with the instructions in the Letter of Transmittal, and mail or deliver the Letter of Transmittal with their certificates for the tendered Shares if such Stockholder has been issued physical certificates, signature guarantees for all Stockholders tendering uncertificated Shares, and any other required documents to Computershare Trust Company, N.A., the depositary for the Offer (the "Depositary"), or (2) request their broker, dealer, commercial bank, trust company or other nominee to effect the transaction for such Stockholder. Stockholders having Shares registered in the name of a broker, dealer, commercial bank, trust company or other nominee are urged to contact such broker, dealer, commercial bank, trust company or other nominee if they desire to tender Shares so registered.

Questions, requests for assistance and requests for additional copies of this Issuer Tender Offer Statement and the Letter of Transmittal may be directed to the Information Agent in the manner set forth on the last page of this Issuer Tender Offer Statement.

April 2, 2024

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SUMMARY TERM SHEET

This Summary Term Sheet highlights certain information concerning this Issuer Tender Offer Statement and the accompanying Letter of Transmittal (which together constitute the "Offer"). To understand the Offer fully and for a more complete discussion of the terms and conditions of the Offer, you should carefully read the entire Issuer Tender Offer Statement and the related Letter of Transmittal.

• What is the Offer?

Virtus Total Return Fund Inc. (the "Fund") is offering to purchase up to 10% of its outstanding shares of common stock, par value $0.001 per share (the "Shares"), or 6,857,832.80 of its outstanding Shares of common stock, for cash at a price per Share equal to 98% of the net asset value per Share ("NAV") as of the close of regular trading on the New York Stock Exchange ("NYSE") on the business day immediately following the day the Offer expires (or, if the Offer is extended, the business day immediately following the extended period's expiration date) (the "Pricing Date") upon specified terms and subject to conditions as set forth in the Offer documents.

In addition, the Fund will conditionally offer to purchase, at a future date to be determined by the Fund's Board of Directors, (1) up to 10% of the Fund's then outstanding Shares at a price equal to 98% of the NAV if the average trading discount (the simple average of the trading discounts and premiums, if applicable, calculated using the Shares' NYSE closing market price on each day the NYSE is open for trading) is equal to or greater than 12% during the consecutive 180 calendar day period beginning 30 days after the Expiration Date (as defined below); and (2) up to 10% of the Fund's then outstanding Shares at a price equal to 98% of the NAV if the average trading discount is equal to or greater than 10% during the consecutive 180 calendar day period beginning April 1, 2025.

• When will the Offer expire, and may the Offer be extended?

The Offer will expire at 5:00 p.m. Eastern Time on May 1, 2024, unless extended (the "Expiration Date"). The Fund may extend the period of time the Offer will be open by issuing a press release or making a public announcement no later than 9:00 a.m. Eastern Time on the business day after the Offer otherwise would have expired. For more information see Section 1 of the Issuer Tender Offer Statement.

• What is the NAV and Market Price as of a recent date?

As of March 19, 2024, the NAV per Share was $6.19. For more information see Section 7 of the Issuer Tender Offer Statement for details. During the pendency of the Offer, current NAV quotations can be obtained from Georgeson LLC ("Georgeson"), the Fund's information agent, by calling toll free 866-356-2847 between 9:00 a.m. and 11:00 p.m. Eastern Time, Monday through Friday, or by calling the Fund toll free at 866-270-7788 between 8:30 a.m. and 6:00 p.m. Eastern Time, Monday through Thursday, and 8:30 a.m. and 5:00 p.m. Eastern Time Friday (except holidays).

Also as of March 19, 2024, the market price per Share was $5.39, which is 87.1% of the NAV per Share and represents a 12.9% discount to the NAV. As with the Fund's NAV, it is not possible to predict the market price per Share at a future date, including on the Pricing Date. On the Pricing Date, it is possible that the discount to NAV of the market price may be less than the 2% discount to NAV of the purchase price pursuant to the Offer. It is also possible that on the Pricing Date, the market price may be more than the NAV such that the Fund is trading at a "premium" to the NAV.

• Will the NAV be higher or lower on the date that the price to be paid for tendered Shares is to be determined?
  It is not possible to accurately predict the NAV at a future date.

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• How do I tender my Shares?

If your Shares are registered in your name, obtain and read the Offer materials carefully and if you decide to tender your Shares, properly complete and submit the Letter of Transmittal and any other documents required by the Letter of Transmittal. In addition, either the certificate for Shares must be transmitted to and received by Computershare (the "Depositary") at one of its addresses set forth on the last page of this Offer, or you must comply with the Book-Entry Delivery Procedure. For more information see Section 3 of the Issuer Tender Offer Statement. These materials must be received by Computershare Trust Company, N.A., the Fund's Depositary, in proper form before 5:00 p.m. Eastern Time on May 1, 2024 (or if the Offer is extended, the Expiration Date as extended). You may also comply with the Guaranteed Delivery Procedure, see Section 3 of the Issuer Tender Offer Statement. If your Shares are held by a broker, dealer, commercial bank, trust company or other nominee (i.e., in "street name"), you should contact that firm to obtain and read the package of information necessary to make your decision. If you decide to tender your Shares, you must direct that firm to complete, compile and deliver the necessary documents for submission to the Depositary by May 1, 2024 (or if the Offer is extended, the Expiration Date as extended).

Please note that the Fund no longer issues certificated shares. If you remain in possession of certificated shares of the Fund that were not surrendered in connection with the Fund's one-for-four reverse stock split that occurred in 2012 and you elect to participate in the Offer, you are required to surrender such shares to the Fund in exchange for uncertificated shares. Uncertificated shares are reflected only in the Fund's record books and are not represented by physical certificates. If you have questions regarding your certificated shares or have questions regarding the surrender and exchange process, please call the Fund toll free at 866-270-7788 for further instructions.

For more information see Section 3 of the Issuer Tender Offer Statement.

• Is there any cost to me to tender?

No fees or commission will be payable to the Fund in connection with the Offer. However, brokers, dealers or other persons may charge you a fee for soliciting tenders for Shares pursuant to the Offer. You may be obligated to pay transfer taxes on the purchase of Shares by the Fund and other transaction costs. Please contact the Fund at 866-270-7788 for more information.

• May I withdraw my Shares after I have tendered them and, if so, by when?

Yes, you may withdraw your Shares at any time prior to 5:00 p.m. Eastern Time on May 1, 2024 (or if the Offer is extended, at any time prior to the expiration time on the new Expiration Date).

Withdrawn Shares may be re-tendered by following the tender procedures before the Expiration Date (including any extension period). For more information see Section 4 of the Issuer Tender Offer Statement.

• How do I withdraw tendered Shares?

A notice of withdrawal of tendered Shares must be timely received by the Depositary (as described in the previous paragraph), which specifies the name of the Stockholder who tendered the Shares and the number of Shares being withdrawn (which must be all of the Shares tendered) and, as regards Share certificates which represent tendered Shares that have been delivered or otherwise identified to the Depositary, the name of the registered owner of such Shares if different than the person who tendered the Shares. The notice of withdrawal, and all other required documents, must be received by the Depositary prior to 5:00 p.m., Eastern Time, on May 1, 2024 (or if the Offer is extended, at any time prior to the expiration time on the new Termination Date). See Section 4 of the Issuer Tender Offer Statement.

• May I place any conditions on my tender of Shares? No.

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• Is there a maximum number of Shares that I may tender?

No, however, the Fund will accept for payment, and will pay for, up to 10% of the Fund's outstanding Shares. For more information see Section 1 of the Issuer Tender Offer Statement.

• What if, in the aggregate, more than 6,857,832.80 Shares are tendered?

The Fund will purchase duly tendered Shares from tendering Stockholders pursuant to the terms and conditions of the Offer on a pro rata basis (disregarding fractions) in accordance with the number of Shares tendered by each Stockholder (and not timely withdrawn), unless the Fund determines not to purchase any Shares as described in Section 12 of the Issuer Tender Offer Statement. This tender offer will not have any special pro ration provision for odd-lot tenders, which means that all odd-lot tenders (including Stockholders who own fewer than 100 Shares) are subject to proration. The Fund's present intention, if the Offer is oversubscribed, is not to purchase more than 6,857,832.80 Shares. For more information see Section 1 of the Issuer Tender Offer Statement.

• If I decide not to tender, how will the Offer affect the Fund Shares I hold?

If you decide not to tender, your percentage ownership interest in the Fund will increase after completion of the Offer.

• Does the Fund have the financial resources to pay for the tendered Shares?

Yes. Although permitted to do so, the Fund does not expect to borrow money to finance the purchase of any tendered Shares. For more information see Section 5 of the Issuer Tender Offer Statement.

• If Shares I tender are accepted by the Fund, when will payment be made?

It is contemplated, subject to change, that payment for tendered Shares, if accepted, will be made on or

about May 7, 2024 for Stockholders holding Shares through a broker, dealer, commercial bank, trust company or other nominee, and May 9, 2024 for Stockholders holding Shares directly.

• Is my sale of Shares in the Offer a taxable transaction?

All U.S. Stockholders, other than those who are tax exempt, who sell Shares in the Offer will generally recognize a gain or loss for U.S. federal income tax purposes equal to the difference between the cash they receive for the Shares sold and their adjusted basis in the Shares. The sale date for tax purposes will be the date the Fund accepts Shares for purchase. For more information see Section 8 of the Issuer Tender Offer Statement for details, including the nature of the income or loss and the differing rules for U.S. and non-U.S. Stockholders.

The Fund and its affiliates do not provide tax advice. Please consult your own tax adviser when deciding whether to participate in the Offer.

• Is the Fund required to complete the Offer and purchase all Shares tendered up to the number of Shares tendered for?

Under most circumstances, yes. There are certain circumstances, however, in which the Fund will not be required to purchase any Shares tendered as described in Section 12 of the Issuer Tender Offer Statement.

• Is there any reason Shares tendered would not be accepted?

In addition to those circumstances described in Section 12 of the Issuer Tender Offer Statement in which the Fund is not required to accept tendered Shares, the Fund has reserved the right to reject any and all tenders determined by it to not be in good order. For example, tenders will be rejected if the tender does not include the original signature(s) or the original of any required signature guarantee(s).

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• How will tendered Shares be accepted for payment?

Properly tendered Shares will be accepted for payment by a determination of the Fund, followed by notice of acceptance to the Depositary. The Depositary will thereafter make payment as directed by the Fund with monies deposited with it by the Fund. For more information see Section 2 of the Issuer Tender Offer Statement.

• What action need I take if I decide not to tender my Shares? None.
• Does management encourage Stockholders to participate in the Offer, and will they participate in the Offer?

No. The Fund, its Board of Directors, and the Fund's investment adviser, Virtus Investment Advisers, Inc., and the Fund's investment sub-advisers, Duff & Phelps Investment Management Co. and Newfleet Asset Management, are not making any recommendation to tender or not to tender Shares in the Offer. "Affiliated persons" of the Fund, as defined in the Investment Company Act of 1940, as amended (the "1940 Act"), including directors and officers of the Fund, may be prohibited by the 1940 Act from participating in the Offer. None of the members of the Fund's Board of Directors, the executive officers of the Fund, the Fund's investment adviser or the Fund's investment sub-advisers intends to participate in the Offer.

• How do I obtain additional information?

Questions and requests for assistance should be directed to Georgeson toll free at 866-356-2847. Requests for additional copies of the Issuer Tender Offer Statement, the Letter of Transmittal and all other Offer documents should also be directed to Georgeson toll free at 866-356-2847. If you do not own Shares directly, you may obtain this information and the documents from your broker, dealer, commercial bank, trust company or other nominee, as appropriate.

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INTRODUCTION

To the Stockholders of Common Stock

Virtus Total Return Fund Inc.

Virtus Total Return Fund Inc. (the "Fund"), a Maryland corporation registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as a closed-end, diversified management investment company, hereby offers to purchase up to 10% of the Fund's outstanding shares of common stock, or 6,857,832.80 shares in the aggregate (the "Offer Amount"), par value $0.001 per share (the "Shares"), at a price, net to the seller in cash, equal to 98% of the net asset value ("NAV") per Share in U.S. dollars (the "Purchase Price") as of the close of regular trading on the New York Stock Exchange ("NYSE") on May 2, 2024, the day after the Offer expires or, if the Offer is extended, the business day after the extended period's expiration date (the "Pricing Date"), upon the terms and subject to the conditions set forth in this Issuer Tender Offer Statement and in the related Letter of Transmittal (which together constitute the "Offer"). The Fund's depositary for the Offer is Computershare Trust Company, N.A. (the "Depositary") and the information agent is Georgeson LLC ("Georgeson"). The Fund mailed Offer materials to stockholders of record on or about April 2, 2024.

The Offer is extended to all stockholders of the Fund ("Stockholders") and is not conditioned on any minimum number of Shares tendered but is subject to other conditions as outlined herein and in the Letter of Transmittal.

No person has been authorized to give any information or to make any representations in connection with the Offer other than those contained herein and in the Letter of Transmittal, and if given or made, such information or representations may not be relied upon as having been authorized by the Fund. "Affiliated persons" of the Fund, as defined in the 1940 Act, including directors and officers of the Fund, may be prohibited by the 1940 Act from participating in the Offer. None of the members of the Fund's Board of Directors (the "Board"), the executive officers of the Fund, the Fund's investment adviser, Virtus Investment Advisers, Inc. (the "Adviser") or the Fund's investment sub-advisers, Duff & Phelps Investment Management Co. ("DPIM") and Newfleet Asset Management, a division of Virtus Fixed Income Advisers, LLC ("Newfleet" and together with DPIM, the "Sub-Advisers"), intends to participate in the Offer.

As of March 19, 2024, there were 68,578,328.00 Shares issued and outstanding and the NAV per Share was $6.19. The Fund does not expect that the number of Shares issued and outstanding will be materially different on the Expiration Date (as defined below). Stockholders may contact Georgeson toll free at 866-356-2847 or the Fund directly at 866-270-7788 to obtain current NAV quotations for the Shares.

Also as of March 19, 2024, the market price per Share was $5.39, which is 87.1% of the NAV per Share and represents a 12.9% discount to the NAV. As with the Fund's NAV, it is not possible to predict the market price per Share at a future date, including on the Pricing Date. On the Pricing Date, it is possible that the discount to NAV of the market price may be less than the 2% discount to NAV of the purchase price pursuant to the Offer. It is also possible that on the Pricing Date, the market price may be more than the NAV such that the Fund is trading at a "premium" to the NAV.

Any Shares acquired by the Fund pursuant to the Offer will be cancelled and retired. Tendering Stockholders may be obligated to pay brokerage fees or commissions or transfer taxes on the purchase of Shares by the Fund. Stockholders may also be subject to other transaction costs, as described in Section 1.

1. Terms of the Offer; Expiration Date.

Upon the terms and subject to the conditions set forth in the Offer, the Fund will accept for payment, and will pay for, up to 10% of the Fund's outstanding Shares validly tendered on or prior to 5:00 p.m. Eastern Time

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on May 1, 2024, or such later date to which the Offer is extended ("Expiration Date") and not withdrawn as described in Section 4. The purchase price of the Shares will equal 98% of the NAV of the Fund's Shares (a 2% discount) as of the close of regular trading on the NYSE on the Pricing Date.

If the number of Shares properly tendered and not withdrawn prior to the Expiration Date is less than or equal to the Offer Amount, the Fund will, upon the terms and conditions of the Offer, purchase all Shares so tendered. If, in the aggregate, more than 6,857,832.80 Shares are properly tendered pursuant to the Offer (and not withdrawn as provided in Section 4), unless the Fund determines not to purchase any Shares, the Fund will purchase Shares from tendering Stockholders in accordance with the terms and conditions specified in the Offer on a pro rata basis (disregarding fractions) based on the number of Shares properly tendered by or on behalf of each Stockholder. This tender offer will not have any special pro ration provision for odd-lot tenders, which means that all odd-lot tenders (including Stockholders who own fewer than 100 Shares) are subject to proration. The Fund does not contemplate extending the Offer and increasing the number of Shares covered thereby if more than 6,857,832.80 Shares are tendered.

The Fund expressly reserves the right, in its sole discretion, at any time or from time to time, to extend the period of time during which the Offer is open by giving oral or written notice of such extension to the Depositary. Any such extension will also be publicly announced by press release issued no later than 9:00 a.m. Eastern Time on the next business day after the previously scheduled Expiration Date. If the Fund makes a material change in the terms of the Offer or the information concerning the Offer, or if it waives a material condition of the Offer, the Fund will extend the Offer to the extent required by Rules 13e-4(d)(2) and 13e-4(3) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). During any extension, all Shares previously tendered and not withdrawn will remain subject to the Offer, subject to the right of a tendering Stockholder to withdraw their Shares.

Subject to the terms and conditions of the Offer, the Fund will pay the consideration offered or return the tendered Shares promptly after the termination or withdrawal of the Offer. Any extension, delay, termination or amendment will be followed as promptly as practicable by a public announcement thereof. In the case of an extension, such announcement will be issued no later than 9:00 a.m. Eastern Time on the business day immediately following the previously scheduled Expiration Date.

2. Acceptance for Payment and Payment for Shares.

Upon the terms and subject to the conditions of the Offer, the Fund will accept for payment, and will pay for, as soon as practicable after the Pricing Date, Shares validly tendered on or before the Expiration Date and not properly withdrawn in accordance with Section 4. In all cases, payment for Shares tendered and accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of certificates for such Shares (unless such Shares are held in uncertificated form), a properly completed and duly executed Letter of Transmittal and any other documents required by the Letter of Transmittal. The Fund expressly reserves the right, in its sole discretion, to delay the acceptance for payment of, and/or the payment for, Shares to comply, in whole or in part, with any applicable law.

For purposes of the Offer, the Fund will be deemed to have accepted for payment Shares validly tendered and not withdrawn as provided in Section 4, if and when the Fund gives oral or written notice to the Depositary of its acceptance for payment of such Shares pursuant to the Offer. Payment for Shares accepted for payment pursuant to the Offer will be made by the Fund depositing the aggregate purchase price therefor with the Depositary. The Depositary will serve as agent for the tendering Stockholders for the purpose of receiving payments from the Fund and transmitting such payments to the tendering Stockholders. Under no circumstances will interest on the purchase price for Shares be paid, regardless of any delay in making such payment.

If any tendered Shares are 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, or if certificates are submitted for more Shares than are tendered (i) such unpurchased Shares will be returned in uncertificated form, without expense to the tendering Stockholder, as soon as practicable following expiration or termination of the Offer, (ii) Shares delivered pursuant to the Book-Entry Delivery Procedure (as defined in Section 3 below) will be credited to the appropriate

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account maintained within the appropriate Book-Entry Transfer Facility, and (iii) uncertificated Shares held by the Fund's transfer agent pursuant to the Fund's Book-Entry and Automatic Reinvestment and Cash Purchase Plan will be returned to each account maintained by the transfer agent.

If the Fund is delayed in its acceptance for payment of, or in its payment for, Shares, or is unable to accept for payment or pay for Shares pursuant to the Offer for any reason, then, without prejudice to the Fund's rights under the Offer, the Depositary may, on behalf of the Fund, retain tendered Shares, and such Shares may not be withdrawn unless and except to the extent tendering Stockholders are entitled to withdrawal rights as described in Section 4.

Tendering Stockholders may be obliged to pay brokerage commissions or fees and transfer taxes under certain circumstances. Please contact the Fund at 866-270-7788 for more information.

The Fund's Shares are listed on the NYSE and the Fund normally calculates the Shares' NAV daily at the close of regular trading on the NYSE. On March 19, 2024, the NAV was $6.19. On March 19, 2024, the last sales price at the close of regular trading on the NYSE was $5.39 per Share. The NAV of the Fund's Shares will be available daily through the Expiration Date by calling the Fund's Information Agent toll free at 866-356-2847 or by calling the Fund toll free at 866-270-7788.

3. Procedure for Tendering Shares.

Stockholders having Shares that are registered in the name of a broker, dealer, commercial bank, trust company or other nominee should contact such firm if they desire to tender their Shares. For a Stockholder to validly tender Shares pursuant to the Offer: (a)(i) a properly completed and duly executed Letter of Transmittal, together with any required signature guarantees and any other documents required by the Letter of Transmittal, must be transmitted to and received by the Depositary at one of its addresses set forth on the last page of the Offer, and (ii) either the certificate for Shares must be transmitted to and received by the Depositary at one of its addresses set forth on the last page of this Offer, or the tendering Stockholder must comply with the Book-Entry Delivery Procedure set forth in this Section 3, or (b) Stockholders must comply with the Guaranteed Delivery Procedure set forth in this Section 3, in all cases prior to the Expiration Date.

The Fund's transfer agent holds Shares in uncertificated form for certain Stockholders pursuant to the Fund's Automatic Reinvestment and Cash Purchase Plan. Stockholders may tender such uncertificated Shares by completing the appropriate section of the Letter of Transmittal or Notice of Guaranteed Delivery.

The Fund no longer issues certificated shares. If you remain in possession of certificated shares of the Fund that were not surrendered in connection with the Fund's one-for-four reverse stock split that occurred in 2012 and you elect to participate in the Offer, you are required to surrender such shares to the Fund in exchange for uncertificated shares. Uncertificated shares are reflected only in the Fund's record books and are not represented by physical certificates. If you have questions regarding your certificated shares or have questions regarding the surrender and exchange process, please call the Fund toll free at 866-270-7788 for further instructions.

Signatures on Letters of Transmittal must be guaranteed by a member firm of a registered national securities exchange or of the Financial Industry Regulatory Authority, or by a commercial bank or trust company having an office, branch or agency in the United States (each an "Eligible Institution") unless (i) the Letter of Transmittal is signed by the registered holder of the Shares tendered, including those Stockholders who are participants in a Book-Entry Transfer Facility and whose name appears on a security position listing as the owner of the Shares, but excluding those registered Stockholders who have completed either the "Special Payment Instructions" box or the "Special Delivery Instructions" box on the Letter of Transmittal, or (ii) such Shares are tendered for the account of an Eligible Institution. In all other cases, all signatures on the Letter of Transmittal must be guaranteed by an Eligible Institution. For more information see the instructions to the Letter of Transmittal.

Stockholders should read and follow the instructions on the Letter of Transmittal to ensure that the document is properly completed and all required signatures and authorizations are obtained prior to submitting the document to the Depositary. For more information see the instructions to the Letter of Transmittal.

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To prevent U.S. backup withholding tax on payments made for the purchase of Shares purchased pursuant to the Offer, a Stockholder who does not otherwise establish an exemption from such backup withholding must provide the Depositary with his or her correct taxpayer identification number and certify that he is not subject to backup withholding by completing the Form W-9 included with the Letter of Transmittal.

Foreign Stockholders who have not previously submitted an applicable Form W-8 to the Fund must do so to avoid backup withholding. The Fund may withhold 30% of the proceeds otherwise payable to a foreign Stockholder. For more information see Section 8, below.

All questions as to the validity, form, eligibility (including time of receipt), payment and acceptance for payment of any tender of Shares will be determined by the Fund, in its sole discretion, which determination shall be final and binding. The Fund reserves the absolute right to reject any and all tenders of Shares it determines not to be in good order or the acceptance for payment of which may, in the opinion of its counsel, be unlawful. The Fund also reserves the absolute right to waive any of the conditions of the Offer or any defect or irregularity in the tender of any Shares. No tender of Shares will be deemed to have been validly made until all defects and irregularities have been cured or waived. Neither the Fund, the Adviser, the Information Agent, the Depositary, nor any other person shall be under any duty to give notification of any defects or irregularities in tenders, nor shall any of the foregoing incur any liability for failure to give any such notification. The Fund's interpretation of the terms and conditions of the Offer (including the Letter of Transmittal and instructions thereto) will be final and binding.

Payment for Shares tendered and accepted for payment pursuant to the Offer will be made, in all cases, only after timely receipt of (i) certificates for such Shares by the Depositary or book-entry confirmation of delivery of such Shares to the account of the Depositary, (ii) a properly completed and duly executed Letter of Transmittal for such Shares, and (iii) any other documents required by the Letter of Transmittal. The tender of Shares pursuant to any of the procedures described in this Section 3 will constitute an agreement between the tendering Stockholder and the Fund upon the terms and subject to the conditions of the Offer.

The method of delivery of all required documents is at the election and risk of each tendering Stockholder. If delivery is to be by mail, then registered mail with return receipt requested, properly insured, is recommended.

Book-Entry Delivery Procedure

The Depositary will establish accounts with respect to the Shares at the Depository Trust Company (the "Book-Entry Transfer Facility") for purposes of the Offer within a week after the date of the Offer. Any financial institution that is a participant in any of the Book-Entry Transfer Facility's systems may make delivery of tendered Shares by (i) causing such Book-Entry Transfer Facility to transfer such Shares into the Depositary's account in accordance with such Book-Entry Transfer Facility's procedure for such transfer, and (ii) causing a confirmation of receipt of such delivery to be received by the Depositary (the "Book-Entry Delivery Procedure"). The Book-Entry Transfer Facility may charge the account of such financial institution for tendering Shares on behalf of Stockholders. Notwithstanding that delivery of Shares may be properly effected in accordance with this Book-Entry Delivery Procedure, the Letter of Transmittal, with signature guarantee, if required, and all other documents required by the Letter of Transmittal must be transmitted to and received by the Depositary at the appropriate address set forth on the last page of the Offer on or before the Expiration Date, or the tendering Stockholder must comply with the Guaranteed Delivery Procedure set forth below. Delivery of the Letter of Transmittal and any other required documents to a Book-Entry Transfer Facility in accordance with such Book- Entry Transfer Facility's procedures does not constitute delivery to the Depositary for purposes of the Offer.

Guaranteed Delivery Procedure

If Shares are not immediately available or the Letter of Transmittal and other required documents are unable to reach the Depositary in a timely manner prior to the Expiration Date, Shares nevertheless may be deemed to be properly tendered provided that (i) such tenders are made by or through a member firm of a registered national

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