LETTER OF TRANSMITTAL

To Tender Common Shares

Federated Hermes Premier Municipal Income Fund

Pursuant to the Offer to Purchase

dated September 13, 2024

THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON OCTOBER 11, 2024, UNLESS THE OFFER IS EXTENDED BY THE FUND IN ITS SOLE DISCRETION.

The Depositary for the Offer is:


By First Class Mail: Computershare Trust Company, N.A. c/o Voluntary Corporate Actions; COY: FMN P.O. Box 43011 Providence, RI 02940-3011	By Registered Certified or Express Mail or Overnight Courier: Computershare Trust Company, N.A. c/o Voluntary Corporate Actions; COY: FMN Suite V 150 Royall Street Canton, MA 02021

The Information Agent for the Offer is:

1290 Avenue of the Americas, 9th Floor

New York, NY 10104

All Holders Call Toll Free: (866) 461-7055

Monday - Friday 9:00 a.m. to 11:00 p.m. New York City time, and Saturday 12:00 p.m. to 6:00 p.m.,

New York City time

DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. ALL TRACKABLE MAIL MUST BE DELIVERED TO THE STREET ADDRESS REFLECTED ABOVE.

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THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.

This Letter of Transmittal relates to the offer by Federated Hermes Premier Municipal Income Fund (NYSE: FMN), a Delaware statutory trust registered under the Investment Company Act of 1940, as amended, as a diversified, closed-end management investment company (the “Fund”), to purchase for cash up to 32% of its outstanding common shares, par value $0.01 per share (“Common Shares”). The offer and withdrawal rights expire at 5:00 p.m., New York City time, on October 11, 2024, unless the offer is extended by the Fund in its sole discretion.

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DESCRIPTION OF COMMON SHARES TENDERED
Name(s) and Address(es) of Registered Holder(s) (Please fill in, if blank, exactly as name(s) appear(s) on your Direct Registration Account(s)) or any Share Certificate(s))	Common Shares Tendered with Share Certificates Enclosed* (Attached Additional Signed List if Necessary)
Please complete the section “Designation” below if you wish to designate the order (by certificate number) in which you wish to tender your Common Shares in the event of proration. **	Certificate Number(s)	Total Number of Common Shares Evidenced by Certificates(s)	Number of Common Shares Tendered


	Total Certificated Common Shares Tendered:
	Total Common Shares Tendered by Book-Entry:
	Total Common Shares Tendered:
	Common Shares Tendered Represent:	1. ☐ Tender of All Common Shares
		2. ☐ Partial Tender of Common Shares
* Unless otherwise indicated, it will be assumed that all Common Shares are being tendered. See Instruction 3. ** Completion of such section is optional. See instruction 12.

If you wish to designate the order (by certificate number) in which you wish to tender your Common Shares in the event of proration, fill out the following box and keep a copy for your records (attach an additional signed list if necessary). You are not required to complete this box.

DESIGNATION
Order	Certificate Number
1^st
2^nd
3^rd
4^th
5^th

This Letter of Transmittal is to be used if Common Shares are to be forwarded herewith pursuant to the procedures set forth in Section 4 of the Offer to Purchase.

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If you wish to tender all or any part of your Common Shares of the Fund, you should either:

•

Complete and sign this Letter of Transmittal in accordance with the instructions hereto for Common Shares registered in your name and either deliver it with any required signature guarantee and any other required documents (including, without limitation, any original Share Certificates) to Computershare Trust Company, N.A. (the “Depositary”) or tender your Common Shares pursuant to the procedure for book-entry tender set forth in Section 4 of the Offer to Purchase; or

•

request a broker, dealer, commercial bank, trust company or other nominee to effect the transaction for you. If your Common 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 Common Shares.

Questions and requests for assistance or for additional copies of this Letter of Transmittal or the Offer to Purchase may be directed to Georgeson LLC, the information agent (“Information Agent”), at its address or telephone number set forth on the first page of this Letter of Transmittal.

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ADDITIONAL INFORMATION REGARDING TENDERED COMMON SHARES

PLEASE READ ACCOMPANYING INSTRUCTIONS CAREFULLY.

☐

CHECK HERE IF ANY CERTIFICATE EVIDENCING THE COMMON SHARES YOU ARE TENDERING WITH THIS LETTER OF TRANSMITTAL HAS BEEN LOST, STOLEN, DESTROYED OR MUTILATED. IF SO, YOU MUST COMPLETE AN AFFIDAVIT OF LOSS AND RETURN IT WITH YOUR LETTER OF TRANSMITTAL. A BOND MAY BE REQUIRED TO BE POSTED BY YOU TO SECURE AGAINST THE RISK THAT THE CERTIFICATES MAY BE RECIRCULATED. PLEASE CALL COMPUTERSHARE TRUST COMPANY, N.A, THE FUND’S TRANSFER AGENT, AT (800)-730-6001 TO OBTAIN AN AFFIDAVIT OF LOSS, FOR FURTHER INSTRUCTIONS AND FOR A DETERMINATION AS TO WHETHER YOU WILL NEED TO POST A BOND. SEE INSTRUCTION 14.

☐	CHECK HERE IF TENDERED COMMON SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER TO THE DEPOSITARY’S ACCOUNT AT THE BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING:

Name of Tendering Institution

Account Number

Transaction Code Number

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Ladies and Gentlemen:

The undersigned hereby tenders to Federated Hermes Premier Municipal Income Fund, a Delaware statutory trust registered under the Investment Company Act of 1940, as amended, as a diversified, closed-end management investment company (the “Fund”), the above-described common shares of beneficial interest, par value $0.01 per share (the “Common Shares”), pursuant to the Fund’s offer to purchase for cash up to 32% of its outstanding Common Shares (the “Offer”), upon the terms and subject to the conditions set forth in the Fund’s Offer to Purchase dated September 13, 2024, receipt of which is hereby acknowledged, and in this Letter of Transmittal (which together constitute the “Offer Documents”). The price to be paid for the Common Shares is an amount per share, net to the seller in cash, equal to 99% of the net asset value per share (“NAV”) in U.S. dollars as determined by the Fund, in accordance with its pricing procedures, as of the close of regular trading on the New York Stock Exchange (“NYSE”) on October 11, 2024, or such later date to which the Offer is extended by the Fund in its sole direction (the “Expiration Date”).

Upon the terms and subject to the conditions of the Offer (and, if the Offer is extended or amended, the terms and conditions of any such extension or amendment), and effective upon acceptance for payment of and payment for the Common Shares tendered herewith, the undersigned hereby sells, assigns and transfers to, or upon the order of, the Fund all right, title and interest in and to all the Common Shares that are being tendered hereby (and any and all dividends, distributions, other shares or other securities or rights declared or issuable in respect of such Common Shares after the Expiration Date) and irrevocably constitutes and appoints Computershare Trust Company, N.A. (the “Depositary”) the true and lawful agent of the undersigned with respect to such Common Shares (and any such dividends, distributions, other shares or securities or rights), with full power of substitution, to:

(i)

deliver any original Share Certificates, transfer ownership of such Common Shares on the Direct Registration System or transfer ownership on the account books maintained by the Book-Entry Transfer Facility (as defined in the Offer to Purchase), as applicable (and any such other dividends, distributions, other shares or securities or rights), together, in any such case, with all accompanying evidences of transfer and authenticity, to or upon the order of the Fund;

(ii)

present any original Share Certificates representing such Common Shares for cancellation and transfer on our books or otherwise present such Common Shares for transfer on our books; and

(iii)

receive all benefits and otherwise exercise all rights of beneficial ownership of such Common Shares (and any such other dividends, distributions, other shares or securities or rights), subject to the next paragraph, all in accordance with the terms of the Offer.

The undersigned hereby covenants, represents and warrants to the Fund that:

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(i)

the undersigned has full power and authority to tender, sell, assign and transfer the Common Shares tendered hereby (and any and all dividends, distributions, other shares or other securities or rights declared or issuable in respect of such Common Shares after the Expiration Date) 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 interests, liens, restrictions, charges, proxies, encumbrances, conditional sales agreements or other obligations relating to the sale or transfer of the Common Shares and not subject to any adverse claims, provided, however, for the avoidance of doubt, that the tendering of any Common Shares will not prevent the Common Shareholder from voting at the annual meeting the Common Shares they held as of the July 31, 2024 record date for the annual meeting;

(ii)

the undersigned understands that tenders of Common 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 Offer, including its terms and subject to its conditions, as well as 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 the Common Shares or equivalent securities at least equal to the Common Shares being tendered, and (b) the tender of Common Shares complies with Rule 14e-4;

(iii)

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 Common Shares tendered hereby; and

(iv)

the undersigned has read, understands and agrees to all the terms of the Offer.

All authority herein conferred or agreed to be conferred by this Letter of Transmittal shall survive the death or incapacity of the undersigned, and any obligation of the undersigned hereunder shall be binding upon the heirs, personal representatives, executors, administrators, successors, assigns, trustees in bankruptcy and legal representatives of the undersigned. Except as stated in the Offer to Purchase, this tender is irrevocable.

If you hold Share Certificates, the name(s) and address(es) of the registered holder(s) should be printed, if they are not already printed above, exactly as they appear on the Share Certificates evidencing Common Shares tendered. The certificate numbers, the number of Common Shares evidenced by the Share Certificates and the number of Common Shares that the undersigned wishes to tender should be set forth in the appropriate boxes above.

The purchase price of each Common Share will equal 99% of the NAV (a 1% discount) in U.S. dollars as determined by the Fund, in accordance with its pricing procedures, as of the close of regular trading on the NYSE on October 11, 2024, or such later date to which the Offer is extended by the Fund in its sole discretion. All Common Shares validly tendered on or before the expiration date and not properly withdrawn will be purchased, subject to the terms and conditions of the Offer and the proration provisions described in the Offer to Purchase. If any tendered Common Shares are not accepted for payment pursuant to the terms and conditions of the Offer for any reason, such Common Shares will be returned without expense to the holder of Common Shares (“Common Shareholder”) in accordance with Section 3 of the Offer to Purchase.

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The undersigned understands that tenders of Common Shares pursuant to any one of the procedures described in Section 4 of the Offer to Purchase and in the instructions hereto will constitute a binding agreement between the undersigned and the Fund upon the terms and subject to the conditions of the Offer. The undersigned acknowledges that under no circumstances will the Fund pay interest on the purchase price, including, without limitation, by reason of any delay in making payment.

The undersigned recognizes that under the circumstances set forth in the Offer to Purchase, the Fund may terminate or amend the Offer; may postpone the acceptance for payment of, or the payment for, Common Shares tendered; or may accept for payment fewer than all of the Common Shares tendered. The undersigned understands that certificate(s) for any Common Shares not tendered or not purchased will be not be returned to the undersigned. The undersigned acknowledges that the Fund will transfer any Common Shares represented by any such Share Certificates to the appropriate account maintained by the tendering Common Shareholder at the Book-Entry Transfer Facility.

Unless otherwise indicated under “Special Payment Instructions,” please issue the check (or, in the case of Common Shares tendered by book-entry transfer, send the wire to the account at the Book-Entry Transfer Facility) for the purchase price of any Common Shares purchased, and return any Common Shares not tendered or not purchased, in the name(s) of the undersigned (or, in the case of Common Shares tendered by book-entry transfer, by credit to the account at the Book-Entry Transfer Facility). Similarly, unless otherwise indicated under “Special Delivery Instructions,” please mail the check (for Common Shares not tendered by book-entry transfer) for the purchase price of the Common Shares purchased and issue a Corporate Actions Transaction Advice for any Common Shares not tendered or not purchased (and accompanying documents, as appropriate) to the undersigned at the address shown below the undersigned’s signature(s). If both “Special Payment Instructions” and “Special Delivery Instructions” are completed, please issue any check for the purchase price of any Common Shares purchased and return any Common Shares not tendered or not purchased in the name(s) of, and mail said check and any Corporate Actions Transaction Advice for Common Shares to, the person(s) so indicated. The undersigned recognizes that the Fund has no obligation, pursuant to the “Special Payment Instructions,” to transfer any Common Shares from the name of the registered holder(s) thereof if the Fund does not accept for payment any of the Common Shares so tendered.

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INSTRUCTIONS

Forming Part of the Terms and Conditions of the Offer

1. Guarantee of Signatures. Except as otherwise provided below, all signatures on this Letter of Transmittal must be guaranteed by a financial institution (including, without limitation, most banks, savings and loan associations and brokerage houses) that is a member of a recognized Medallion Program approved by The Securities Transfer Association, Inc., including, without limitation, the Securities Transfer Agents Medallion Program (STAMP), or any other “eligible guarantor institution” (as such term is defined in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended) (each an “Eligible Institution”). Signatures on this Letter of Transmittal need not be guaranteed if (i)(a) this Letter of Transmittal is signed by the registered holder(s) of the Common Shares (which term, for purposes of this document, shall include any participant in the Book-Entry Transfer Facility whose name appears on a security position listing as the owner of Common Shares) tendered herewith exactly as the name of such holder(s) appears on any Share Certificates or Direct Registration Account(s), (b) payment and delivery are to be made directly to such holder(s) and (c) such holder(s) have not completed the instruction entitled “Special Payment Instructions” on this Letter of Transmittal or (ii) such Common Shares are tendered for the account of an Eligible Institution. See Instruction 4.

In all other cases, including, without limitation, if you have completed either the box entitled “Special Payment Instructions” or “Special Delivery Instructions” above, an eligible guarantor institution must guarantee all signatures on this Letter of Transmittal. You may also need to have any Share Certificates you deliver endorsed or accompanied by a stock power, and the signatures on these documents also may need to be guaranteed. See Instruction 5. If you have any questions regarding the need for a signature guarantee, please call the Information Agent at (866) 461-7055.

2. Delivery of Common Shares. To tender Common Shares pursuant to the Offer, the Depositary must timely receive at one of its addresses set forth on the back cover of the Offer to Purchase (A) a properly completed and duly executed Letter of Transmittal, any original Share Certificates and any other documents required by the Letter of Transmittal or (B) for Common Shares held at The Depository Trust Company, delivery of such Common Shares pursuant to the procedures set forth in Section 4 of the Offer to Purchase (and a confirmation of such delivery including an Agent’s Message), in each case by the Expiration Date.

The method of delivery of this Letter of Transmittal and any documents is at the election and risk of the party tendering Common Shares. If documents are sent by mail, it is recommended that they be sent by registered mail, properly insured, with return receipt requested, sufficiently in advance to ensure timely delivery.

No alternative, conditional or contingent tenders will be accepted, and no fractional Common Shares will be purchased. By executing this Letter of Transmittal, the tendering Common Shareholder waives any right to receive any notice of the acceptance for payment of the Common Shares.

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If you are tendering all your Common Shares, please check Option 1 in the box captioned “Description of Common Shares Tendered” above.

3. Partial Tenders (not applicable to Common Shareholders who tender by book-entry delivery). If fewer than all the Common Shares evidenced by any original Share Certificate or otherwise represented or held on the books of Computershare Trust Company, N.A. through its Direct Registration System (“DRS”) are to be tendered, please check Option 2 and write in the number of Common Shares to be tendered in the box captioned “Description of Common Shares Tendered” above. In such case, if any tendered Common Shares are purchased, Corporate Actions Transaction Advice for the remainder of the Common Shares not tendered will be sent to the person(s) signing this Letter of Transmittal, unless otherwise provided in the appropriate box on this Letter of Transmittal, as soon as practicable following the expiration or termination of the Offer. The Fund will not issue any new Share Certificates for the remainder of the Common Shares (including, without limitation, any Common Shares not purchased and any Common Shares withdrawn). All Common Shares delivered to the Depositary will be deemed to have been tendered unless otherwise indicated.

If any tendered Common Shares are not accepted for payment pursuant to the terms and conditions of the Offer for any reason, or if any tendered Common Shares are not accepted because of an invalid tender, or if more Common Shares are tendered than are accepted, or if any tendered Common Shares are properly withdrawn, (i) Common Shares held through the DRS or represented by any Share Certificates will be returned to your account through the DRS, and (ii) Common Shares held by the Fund’s transfer agent pursuant to the Fund’s distribution reinvestment plan (“DRIP”) will be returned to the DRIP account maintained by the transfer agent, in any such case, without charge by the Fund to the tendering Common Shareholder, as soon as practicable following expiration or termination of the Offer or the proper withdrawal of the Common Shares.

4. Partial Tenders. If any tendered Common Shares are not accepted for payment pursuant to the terms and conditions of the Offer for any reason, or if any tendered Common Shares are not accepted because of an invalid tender, or if more Common Shares are tendered than are accepted, or if any tendered Common Shares are properly withdrawn, (i) Common Shares held through the DRS will be returned to your account through the DRS, (ii) Common Shares held by the Fund’s transfer agent pursuant to the Fund’s DRIP will be returned to the DRIP account maintained by the transfer agent, and (iii) any other Common Shares will be returned to the appropriate account at the Book-Entry Transfer Facility, in each such case, without charge by the Fund to the tendering Common Shareholder, as soon as practicable following expiration or termination of the Offer or the proper withdrawal of the Common Shares.

If any tendered shares evidenced by Share Certificates are not purchased or are properly withdrawn, or if fewer than all Common Shares evidenced by a Common Shareholder’s Share Certificates are tendered, Share Certificates for unpurchased shares will not be returned. In such case, Common Shares evidenced by Share Certificates will be credited to the appropriate account maintained by the tendering Common Shareholder at the Book-Entry Transfer Facility. In each case, we will not charge the Common Shareholder for costs the Fund incurs returning or crediting the Common Shares to the Common Shareholder.

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5. Signatures on Letter of Transmittal; Stock Powers and Endorsements. If this Letter of Transmittal is signed by the registered holder(s) of the Common Shares tendered hereby, the signature(s) must correspond with the name(s) as registered in the DRS (or in the case of any Share Certificates, as written on the face of the certificate(s)) without alteration or any change whatsoever.

If any of the Common Shares tendered hereby are held of record by two or more persons, all such persons must sign this Letter of Transmittal.

If any of the Common Shares tendered hereby are registered in different names on several Share Certificates or different Direct Registration Accounts, it will be necessary to complete, sign and submit as many separate Letters of Transmittal as there are different Share Certificates or accounts.

If this Letter of Transmittal is signed by the registered holder(s) of the Common Shares tendered hereby, no separate stock powers are required unless payment of the purchase price is to be made, or Common Shares not tendered or not purchased is to be returned, in the name of any person other than the registered holder(s). Signatures on any such stock powers must be guaranteed by an Eligible Institution.

If this Letter of Transmittal is signed by a person other than the registered holder(s) of the Common Shares tendered hereby, the Letter of Transmittal must be accompanied by appropriate stock powers, signed exactly as the name(s) of the registered holder(s) appear(s) on the Direct Registration Accounts for such Common Shares. Signature(s) on any such stock powers must be guaranteed by an Eligible Institution.

If this Letter of Transmittal or any stock powers are signed by trustees, executors, administrators, guardians, agents, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, should indicate location of signing and must submit proper evidence satisfactory to the Fund of their authority to so act.

6. Stock Transfer Taxes. The Fund will pay any stock transfer taxes with respect to the sale and transfer of any Common Shares to it or its order pursuant to the Offer. If, however, payment of the purchase price is to be made to, or Common Shares not tendered or not purchased are to be returned in the name of, any person other than the registered holder(s), or if a transfer tax is imposed for any reason other than the sale or transfer of Common Shares to the Fund pursuant to the Offer, then the amount of any stock transfer taxes (whether imposed on the registered holder(s), such other person or otherwise) will be deducted from the purchase price unless satisfactory evidence of the payment of such taxes, or exemption therefrom, is submitted herewith.

7. Special Payment and Delivery Instructions (not applicable to Common Shareholders who tender by book-entry delivery). If the check for the purchase price of any Common Shares purchased is to be issued, or any Common Shares not tendered or not purchased or not delivered to the Depositary is to be returned, in the name of a person other than the person(s) signing this Letter of Transmittal or if the check or any Corporate Actions Transaction Advice for Common Shares not tendered or not purchased is to be mailed to someone other than the person(s) signing this Letter of Transmittal or to the person(s) signing this Letter of Transmittal at an address other than that shown above on page 2, the appropriate boxes on this Letter of Transmittal should be completed.

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8. Form W-9. Under the federal income tax law, the Depositary will be required to withhold 24% of the gross proceeds otherwise payable to certain Common Shareholders pursuant to the Offer (regardless of whether you realize a gain or loss) (“backup withholding”). In order to avoid such backup withholding, each tendering Common Shareholder, and, if applicable, each other payee, must provide the Depositary with such Common Shareholder’s or payee’s correct taxpayer identification number and certify that such Common Shareholder or payee is not subject to such backup withholding by completing, signing and returning the Form W-9 set forth below. In general, if a Common Shareholder or payee is an individual, the taxpayer identification number is the Social Security number of such individual. If the Depositary is not provided with the correct taxpayer identification number, the Common Shareholder or payee may be subject to a $50 penalty imposed by the Internal Revenue Service (“IRS”). A false statement made on the Form W-9 without any reasonable basis will be subject to a $500 penalty imposed by the IRS, and the willful falsification of certifications or affirmations may be subject to criminal penalties, including, without limitation, fines and/or imprisonment. Certain Common Shareholders or payees (including, among others, all corporations and certain foreign individuals) are not subject to these backup withholding and reporting requirements. In order to satisfy the Depositary that a foreign individual qualifies as an exempt recipient, such individual must submit a statement, signed under penalties of perjury, attesting to that individual’s exempt status. Such statements can be obtained from the Depositary. For further information concerning backup withholding and instructions for completing the Form W-9 (including, without limitation, how to obtain a taxpayer identification number if you do not have one and how to complete the Form W-9 if Common Shares is held in more than one name), consult the Form W-9 and instructions included therein.

Failure to complete the Form W-9 will not, by itself, cause Common Shares to be deemed invalidly tendered but may require the Depositary to withhold 24% of any amounts otherwise payable to the Common Shareholder pursuant to the Offer. Backup withholding is not an additional federal income tax. Rather, the federal income tax liability of a person subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund may be obtained provided that the required information is furnished to the IRS. NOTE: FAILURE TO COMPLETE AND RETURN THE FORM W-9 MAY RESULT IN PENALTIES AND BACKUP WITHHOLDING ON ANY AMOUNTS OTHERWISE PAYABLE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW THE FORM W-9 AND ACCOMPANYING INSTRUCTIONS.

9. Waiver of Conditions. Subject to the Offer to Purchase, the conditions of the Offer may be waived, in whole or in part, by the Fund, at any time and from time to time, in the case of any Common Shares tendered.

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10. Irregularities. The Fund will determine, in its sole discretion, all questions as to the number of Common Shares to be accepted, and the validity, form, eligibility, including (without limitation) time of receipt, and acceptance for payment of any tender of Common Shares. The Fund’s determination will be final and binding on all parties. The Fund reserves the absolute right, in its sole discretion, to reject any or all tenders of Common Shares that the Fund determines, in its sole discretion, not to be in proper form or the acceptance of or payment for which it determines to be unlawful. The Fund also reserves the absolute right, in its sole discretion, to waive any defect or irregularity in the tender of any particular Common Shares or any particular Common Shareholder. Unless waived, any defects or irregularities in connection with tenders must be cured within such times as the Fund shall determine. Tendered Common Shares will not be accepted for payment unless any defects or irregularities have been cured or waived within such time. None of the Fund, the Depositary, the Information Agent, or any other person will be under any duty to give notification of any defect or irregularity in tenders or waiver of any such defect or irregularity or incur any liability for failure to give any such notification. The Fund’s interpretation of the terms of and conditions to the Offer, including, without limitation, this Letter of Transmittal and the instructions thereto, will be final and binding. By tendering Common Shares to the Fund, you agree to accept all decisions the Fund makes concerning these matters and waive any right you might otherwise have to challenge those decisions.

11. Procedures for Participants in the DRIP. If a Common Shareholder tenders all of his or her Common Shares, all such Common Shares credited to such Common Shareholder’s account(s), including, without limitation, Common Shares acquired through the Fund’s DRIP, will be tendered unless the Common Shareholder otherwise specifies in this Letter of Transmittal.

12. Proration and Order of Acceptance of Tendered Shares. The Fund’s determination of the proration factor will be final and binding on all parties. By tendering Common Shares to the Fund, you agree to accept all decisions the Fund makes concerning proration matters and waive any right you might otherwise have to challenge those decisions. If shares are held in multiple accounts in the DRS, including, without limitation, in the DRIP account, shares will be accepted for tender in the order of most recent acquisitions of shares to oldest acquisitions of shares, unless you designate otherwise. Common shareholders can designate in the “Designation” box of this Letter of Transmittal the order in which they wish to have their shares purchased if, as a result of the proration provisions or otherwise, some but not all of the tendered shares are purchased in the Offer. The order of purchase may have an effect on the federal income tax treatment of the purchase price for the shares purchased.

13. Inadequate Space. If the space provided in the box entitled “Description of Common Shares Tendered” above is inadequate, the certificate numbers and/or the number of Common Shares should be listed on a separate signed schedule and attached to this Letter of Transmittal.

14. Lost, Stolen, Destroyed or Mutilated Certificates. If you had received a Share Certificate for your Common Shares and your Share Certificate for part or all of your Common Shares has been lost, stolen, misplaced or destroyed, you should contact Computershare Trust Company, N.A., the transfer agent for the Common Shares, at (800)-730-6001, for instructions as to obtaining an affidavit of loss. The affidavit of loss will then be required to be submitted together with this Letter of Transmittal in order to receive payment for Common Shares that are tendered and accepted for payment. A bond may be required to be posted by you to secure against the risk that any Share Certificates may be subsequently recirculated. You are urged to contact Computershare Trust Company, N.A. immediately in order to receive further instructions, to permit timely processing of this documentation and for a determination as to whether you will need to post a bond.

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* * * * *

Any questions and requests for assistance may be directed to the Information Agent at its address and telephone number set forth on the first page of this Letter of Transmittal. Additional copies of the Offer to Purchase and/or the Letter of Transmittal may be obtained from the Information Agent at its address and telephone number set forth on the first page of this Letter of Transmittal. Common Shareholders may also contact their broker, dealer, commercial bank or trust company or other nominee for assistance concerning the Offer.

None of the Fund, its Board of Trustees, its investment adviser or the Information Agent, makes any recommendation to any Common Shareholder as to whether to tender or refrain from tendering all or any Common Shares. Common Shareholders are urged to read the Offer carefully in evaluating the Offer, and to consult their own investment and tax advisors and make their own decisions whether to tender any Common Shares and, if so, how many Common Shares to tender.