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DESCRIPTION OF PREFERRED SHARES TENDERED
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Name(s) and Address(es) of Registered Holder(s)
(Please fill in, if blank)
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Preferred Shares Tendered*
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1 ☐ All
2 ☐
Partial: ___________
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* Unless otherwise indicated, it will be assumed that all Preferred Shares are being tendered. See Instruction 3.
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tender your Preferred Shares pursuant to the procedure for book-entry tender set forth in Section 4 of the Offer to Purchase; or
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request a broker, dealer, commercial bank, trust company or other nominee to effect the transaction for you. If your Preferred Shares are registered in the name of a broker, dealer, commercial bank, trust
company or other nominee, you should contact such person if you desire to tender your Preferred Shares.
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Name of Tendering Institution
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Account Number
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Transaction Code Number
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Contact Person in Auction Department of Tendering Institution*
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Email Address of Contact Person in Auction Department*
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Broker-Dealer who submits auction instructions to the Auction Agent on your behalf:
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transfer ownership of such Preferred Shares on the account books maintained by the Book-Entry Transfer Facility (as defined in the Offer to Purchase), as applicable, together, in any such case, with all accompanying evidences of
transfer and authenticity, to or upon the order of the Fund;
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present such Preferred Shares for transfer on our books; and
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receive all benefits and otherwise exercise all rights of beneficial ownership of such Preferred Shares, subject to the next paragraph, all in accordance with the terms of the Offer.
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the undersigned has full power and authority to tender, sell, assign and transfer the Preferred Shares tendered hereby and that when and to the extent the same are accepted for payment by the Fund, the Fund will acquire good,
marketable and unencumbered title thereto, free and clear of all security interest, liens, restrictions, charges, encumbrances, conditional sales agreements or other obligations relating to the sale or transfer of the Preferred Shares and
not subject to any adverse claims;
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the undersigned understands that tenders of Preferred Shares pursuant to any of the procedures described in Section 4 of the Offer to Purchase and in the instructions to this Letter of Transmittal will constitute the undersigned’s
acceptance of the terms and conditions of the Offer, including the undersigned’s representation and warranty that (a) the undersigned has a “net long position,” within the meaning of Rule 14e-4 promulgated under the Securities Exchange
Act of 1934, as amended (“Rule 14e-4”), in
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the undersigned will, upon request, execute and deliver any additional documents deemed by the Depositary or the Fund to be necessary or desirable to complete the sale, assignment and transfer of the Preferred Shares tendered hereby;
and
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the undersigned has read, understands and agrees to all the terms of the Offer.
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SIGN HERE
(Please complete and return the Substitute Form W-9 below)
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(Signature(s) of Owners)
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Dated: ___________________
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Name(s):
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(Please Print)
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Capacity (full title and location signed):
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Address:
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(Include Zip Code)
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Area Code and Telephone Number:
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(Must be signed by registered holder(s) exactly as name(s) appear(s) on a security position listing or by person(s) authorized to become registered holder(s) by certificate(s) and documents transmitted
herewith. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, agent, officer of a corporation or other person acting in a fiduciary or representative capacity, please set forth full title and location of
signing and see Instruction 4.)
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Guarantee Of Signature(s)
(See Instructions 1 and 4)
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Authorized Signature:
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Name:
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Name of Firm:
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Area Code and Telephone No.:
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Dated:
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SUBSTITUTE
FORM W-9
Department of the Treasury/Internal
Revenue Service
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Payer’s Request for Taxpayer Identification
Number and Certification
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Part I
Taxpayer Identification No. — For All Accounts
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Enter your taxpayer identification number in the appropriate box. For most individuals and sole proprietors, this is your Social Security Number. For other entities, it is your Employer Identification Number. If you do not have a number,
see How to Obtain a TIN” in the “Guidelines For Certification of Taxpayer Identification Number on Substitute Form W-9” (“Guidelines”) below. Note:
If the account is in more than one name, see the chart on page 1 of the Guidelines to determine what number to enter.
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Social Security Number
______________________
OR
Employee Identification
Number
______________________
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Part II
For Payees Exempt From Backup Payer’s Request for Withholding (see Guidelines)
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Certification – Under penalties of perjury, I certify that:
(1) The number shown on this form (i) is my correct Taxpayer Identification Number or (ii) I am waiting for a number to be issued to me and either (a) I have mailed or
delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration Office or (b) I intend to mail or deliver an application in the near future. I
understand that if I do not provide a taxpayer identification number within (60) days, all reportable payments made to me thereafter will be subject to backup withholding until I provide a number;
(2) I am not subject to backup withholding either because (a) I am exempt from backup withholding, (b) I have not been notified by the Internal Revenue Service (“IRS”)
that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding;
(3) I am a U.S. citizen or other U.S. person (including a U.S. resident alien (as defined in the enclosed Guidelines)); and
(4) Any information provided on this form is true, correct and complete.
(Please cross out certification (2) if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return.)
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| Signature of U.S. Person: ________________________________ Date: |
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Name (as shown on your income tax return):
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Business name (if different from above):
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Address:
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City: __________________________________ State: _________________ Zip:
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Check the appropriate box:
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☐ Individual/Sole Proprietor
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☐ Corporation |
☐ S Corporation |
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| ☐ Partnership |
☐ Trust/Estate | ☐ Other ________________ |
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☐ Limited Liability Company. Enter the tax classification (S = S corporation,
C = corporation, P = partnership):
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☐ Exempt from backup withholding
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NOTE:
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FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN IRS PENALTIES AND BACKUP WITHHOLDING OF 24% OF ANY
AMOUNTS OTHERWISE PAYABLE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW THE GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 (SEE BELOW) FOR ADDITIONAL DETAILS.
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For this type of account:
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Give the SOCIAL SECURITY
NUMBER or INDIVIDUAL
TAXPAYER IDENTIFICATION
NUMBER of—
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1. An individual
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The individual
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2. Two or more individuals (joint account)
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The actual owner of the account or, if combined funds, the first individual on the account(1)
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3. Custodian account of a minor (Uniform Transfers/Gift to Minors Act)
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The minor(2)
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4. (a) Usual revocable savings trust account (grantor is also trustee)
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The grantor-trustee(1)
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(b) So-called trust account that is not a legal or valid trust under state law
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The actual owner(1)
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5. Sole proprietorship or single-member limited liability company (“LLC”) disregarded entity
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The member(3)
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For this type of account:
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EMPLOYER IDENTIFICATION
NUMBER of—
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6. Valid trust, estate, or pension trust
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The legal entity(4)
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7. Corporation or entity electing corporate status on IRS Form 8832 or Form 2553
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The corporation or entity
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8. Religious, charitable, or educational organization or association, club, or other tax-exempt organization
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The organization
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9. Partnership or multi-member LLC
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The partnership or LLC
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10. Broker or registered nominee
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The broker or nominee
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11. Account with the Department of Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program
payments
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The public entity
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(1)
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List first and circle the name of the person whose number you furnish. If only one person on a joint account has a number, that person’s number must be furnished.
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(2)
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Circle the minor’s name and furnish the minor’s social security number.
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(3)
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You must show your individual name, but you may also enter your business or “doing business as” name. You may use either your social security number or your employer identification number (if you have one).
If you are a sole proprietor, the IRS encourages you to use your social security number.
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(4)
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List first and circle the name of the legal trust, estate, or pension trust. (Do not furnish the taxpayer identification number of the personal representative or trustee unless the legal entity itself is not
designated in the account title.)
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Note:
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If no name is circled when there is more than one name, the number will be considered to be that of the first name listed.
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An organization exempt from tax under Section 501(a), an individual retirement account (IRA), or a custodial account under Section 403(b)(7), if the account satisfies the requirements of Section 401(f)(2).
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The United States or a state thereof, the District of Columbia, a possession of the United States, or a political subdivision or wholly-owned agency or instrumentality of any one or more of the foregoing.
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An international organization or any agency or instrumentality thereof.
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A foreign government or any political subdivision, agency or instrumentality thereof.
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A corporation.
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A financial institution.
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A dealer in securities or commodities required to register in the United States, the District of Columbia, or a possession of the United States.
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A real estate investment trust.
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A common trust fund operated by a bank under Section 584(a).
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An entity registered at all times during the taxable year under the Investment Company Act of 1940, as amended.
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A middleman known in the investment community as a nominee or custodian.
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A futures commission merchant registered with the Commodity Futures Trading Commission.
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A foreign central bank of issue.
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A trust exempt from tax under Section 664 or described in Section 4947.
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Payments to nonresident aliens subject to withholding under Section 1441.
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Payments to partnerships not engaged in a trade or business in the United States and that have at least one nonresident alien partner.
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