b'03Key Features Tender offer funds provide managers with The repurchase process is more formalmore flexibility than interval funds in thethan interval fund offers: funds mustfrequency, amount, and timing of sharenotify shareholders, file a Schedule TO repurchases, since they have no mandatedwith the SEC, deliver an Offer to Purchase,liquidity requirements. and provide a Letter of Transmittal. Share repurchases are discretionaryRule 13e-4 is less restrictive than Rule 23c-3 and can be priced near or at NAV, or(governing interval funds) because boards sometimes at a negotiated discount. can skip tender offers, choose the repur-chase size, and are not bound by liquidity Managers may choose to make a tenderor payout deadlines.offer when shares are trading at a steepdiscount to NAV, in order to reduce The best-price rule (Rule 14D-10) requires the discount and improve secondarythat all shareholders receive equal treat-market pricing. ment by ensuring no one receives a better price than another in a tender offer. Tender offers give investors an opportunity to exit their position directly with the Tender offers are often priced at a premium fund, rather than relying solely on theto the current market price to encourage secondary market. shareholder participation. Unlike interval funds, tender offer fundsWhile tender offers give managers flexibility are not required to conduct repurchases to protect portfolio stability, investors may at regular intervals; instead, the fundsface uncertainty if repurchase windows do board determines the timing undernot align with their liquidity needs.Rule13e-4 of the Exchange Act.Mayer Brown|Tender Offer Funds 14'