Exhibit k(9)
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BROKER-DEALER AGREEMENT
between
BANKERS TRUST COMPANY
and
BEAR, XXXXXXX & CO. INC.
Dated as of _________, 1998
Relating to
TAXABLE AUCTION RATE PREFERRED STOCK
of
PROSPECT STREET HIGH INCOME PORTFOLIO INC.
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BROKER-DEALER AGREEMENT dated as of ________, 1998 between BANKERS
TRUST COMPANY (the "Auction Agent"), a New York banking corporation (not in its
individual capacity but solely as agent of Prospect Street High Income Portfolio
Inc. (the "Fund") pursuant to authority granted it in the Auction Agent
Agreement, and BEAR, XXXXXXX & CO. INC. (together with its successors and
assigns, the "BD") .
The Fund proposes to designate a series of shares of Taxable Auction
Rate Preferred Stock, par value $1.00 per share, liquidation preference $25,000
per share, pursuant to its Articles of Incorporation, as amended, and the
Articles Supplementary establishing such series. In the event that the Fund
establishes one or more additional series of Taxable Auction Rate Preferred
Stock to which it desires that this Agreement be applicable, the Fund shall so
notify the BD in writing. If the BD is willing to render such services on the
terms provided for herein, it shall notify the Fund in writing, whereupon such
series of Taxable Auction Rate Preferred Stock (such series, together with the
Taxable Auction Rate Preferred Stock then subject to this Agreement, the
"TARPS") shall become subject to this Agreement.
The Articles Supplementary will provide that, for each Dividend Period
of any series of TARPS then outstanding, the Applicable Rate for such series for
such Dividend Period shall, under certain conditions, be the rate per annum that
a bank or trust company appointed by the Fund advises results from
implementation of the Auction Procedures for such series. The Board of Directors
has adopted a resolution appointing Bankers Trust Company as Auction Agent for
purposes of the Auction Procedures for each series of TARPS.
The Auction Procedures contemplate the participation of one or more
Broker-Dealers for each series of TARPS.
NOW THEREFORE, in consideration of the premises and the mutual
covenants contained herein the Auction Agent and BD agree as follows:
1. Definitions and Rules of Construction.
1.1 Terms Defined by Reference to Articles Supplementary. Capitalized
terms not defined herein shall have the respective meanings specified in the
Articles Supplementary.
1.2 Terms Defined Herein. As used herein and in the Settlement
Procedures, the following terms shall have the following meanings, unless the
context otherwise requires:
(a) "Articles Supplementary" shall mean the Articles Supplementary
authorizing the issuance of the relevant series of TARPS filed by the Fund with
the State Department of Assessments and Taxation of the State of Maryland.
(b) "Auction" shall have the meaning specified in Section 2.1
hereof.
(c) "Auction Agent Agreement" shall mean any Auction Agent
Agreement between the Fund and the Auction Agent dated as of ________, 1998
relating to the TARPS.
(d) "Auction Procedures" shall mean the auction procedures
constituting Part II of the Articles Supplementary.
(e) "Authorized Officer" shall mean each Senior Vice President,
Vice President, Assistant Vice President, Trust officer, Assistant Treasurer and
Assistant Secretary of the Auction Agent assigned to its Corporate Trust and
Agency Group and every other officer or employee of the Auction Agent designated
as an "Authorized Officer" for purposes of this Agreement in a communication to
the BD.
(f) "BD Officer" shall mean each officer or employee of BD
designated as a "BD Officer" for purposes of this Agreement in a communication
to the Auction Agent.
(g) "Broker-Dealer Agreement" shall mean this Agreement and any
substantially similar agreement between the Auction Agent and a Broker-Dealer.
(h) "Existing Holder" shall have the meaning set forth in the
Articles Supplementary, and for purposes of this Broker-Dealer Agreement and
with respect to the Auction Procedures as referred to in this Agreement, shall
also include, as the circumstances may require, a Person who is listed as the
beneficial owner of TARPS in the records of a Broker-Dealer.
(i) "Master Purchaser's Letter" shall mean a letter addressed to
the Fund, the Auction Agent, a Broker-Dealer and an Agent Member, substantially
in the form attached hereto as Exhibit A.
(j) "Potential Holder" shall have the meaning set forth in the
Articles Supplementary, and for purposes of this Broker-Dealer Agreement and
with respect to the Auction Procedures as referred to in this Agreement, shall
also include, as the circumstances may require, any other Person, including any
Existing Holder of shares of TARPS, who may be interested in acquiring shares of
TARPS (or, in the case of an Existing Holder, additional shares of TARPS).
(k) "Settlement Procedures" shall mean the Settlement Procedures
attached hereto as Exhibit B.
1.3 Rules of Construction. Unless the context or use indicates another
or different meaning or intent, the following rules shall apply to the
construction of this Agreement:
(a) Words importing the singular number shall include the plural
number and vice versa.
(b) The captions and headings herein are solely for the convenience
of reference and shall not constitute a part of this Agreement nor shall they
affect its meaning, construction or effect.
(c) The words "hereof", "herein", "hereto", and other words of
similar import refer to this agreement as a whole.
(d) All references herein to a particular time of day shall be to
New York City time.
2. The Auction.
2.1 Purposes; Incorporation by Reference of Auction Procedures and
Settlement Procedures.
(a) The provisions of the Auction Procedures will be followed by
the Auction Agent for the purposes of determining the Applicable Rate for any
Dividend Period of any series of TARPS for which the Applicable Rate is to be
determined by an Auction. Each periodic operation of such procedures is
hereinafter referred to as an "Auction".
(b) All of the provisions contained in the Auction Procedures and
the Settlement Procedures are incorporated herein by reference in their entirety
and shall be deemed to be a part hereof to the same extent as if such provisions
were fully set forth herein.
(c) Before any series of the TARPS becomes subject to this
Broker-Dealer Agreement, the BD shall have delivered a Master Purchaser's Letter
executed by the BD. The BD agrees to act as, and assumes the obligations of, and
limitations and restrictions placed upon, a Broker-Dealer under this Agreement
for each series of TARPS. The BD shall act as the exclusive Broker-Dealer for
the Fund until the later of (i) [__________, 1998] and (ii) such date on which
the Fund appoints one or more additional Broker-Dealers. The BD understands
that, subject to the preceding sentence, other Persons meeting the requirements
specified in the definition of "Broker-Dealer" contained in the Auction
Procedures may execute Broker-Dealer Agreements and Master Purchaser's Letters
and participate as Broker-Dealers in Auctions.
2.2 Preparation of Each Auction.
(a) Not later than 9:30 A.M. on each Auction Date for the TARPS,
the Auction Agent shall advise the Broker-Dealers for such series by telephone
of the Maximum Applicable Rate therefor and the AA Composite Commercial Paper
Rate(s) and the Treasury Index Rate(s), as the case may be, used in determining
the Maximum Applicable Rate.
(b) In the event that any Auction Date for the TARPS shall be
changed after the Auction Agent has given the notice referred to in clause (vi)
of paragraph (a) of the Settlement Procedures, or after the notice referred to
in Section 2.5(a) hereof, if applicable, the Auction Agent, by such means as the
Auction Agent deems practicable shall give notice of such change to the BD not
later than the earlier of 9:15 A.M. on the new Auction Date or 9:15 A.M. on the
old Auction Date. Thereafter, the BD shall notify customers of the BD who the BD
believes are Existing Holders of shares of TARPS of such change in the Auction
Date.
(c) The Auction Agent from time to time may request the
Broker-Dealers to provide the Auction Agent with a list of their respective
customers that such Broker-Dealers believe are Existing Holders of shares of
TARPS. BD shall comply with any such request, and the Auction Agent shall keep
confidential any such information so provided by BD and shall not disclose any
information so provided by BD to any Person other than the Fund and BD.
(d) The Auction Agent is not required to accept the Master
Purchaser's Letter of any Potential Holder who wishes to submit an Order for the
first time in an Auction or of any Potential Holder or Existing Holder who
wishes to amend its Master Purchaser's Letter unless such letter or amendment is
received by the Auction Agent by 3:00 P.M. on the Business Day preceding such
Auction.
2.3 Auction Schedule; Method of Submission of Order.
(a) The Fund and the Auction Agent shall conduct Auctions for TARPS
in accordance with the schedule set forth below. Such schedule may be changed by
the Auction Agent with the consent of the Fund, which consent shall not be
unreasonably withheld or delayed. The Auction Agent shall give written notice of
any such change to each Broker-Dealer. Such notice shall be given prior to the
close of business on the Business Day preceding the first Auction Date on which
such change shall be effective.
Time Event
By 9:30 A.M. Auction Agent advises Fund and the Broker-Dealers
of the Maximum Applicable Rate and the AA Composite
Commercial Paper Rate(s) and the Treasury Index
Rate(s), as the case may be, used in determining
such Maximum Applicable Rate as set forth in
Section 2.2(a) hereof, with respect to the relevant
series of TARPS.
9:30 A.M. - 1:00 P.M. Auction Agent assembles information communicated to
it by Broker-Dealers as provided in Section 4(a) of
the Auction Procedures. Submission Deadline is 1:00
P.M.
Not earlier than 1:00 P.M. Auction Agent makes determination pursuant to
Section 5(a) of the Auction Procedures.
By approximately 3:00 P.M. Auction Agent advises the Fund of results of
Auction as provided in Section 5(b) of the Auction
Procedures. Submitted Orders are accepted and
rejected and shares of TARPS of the respective
series allocated as provided in Section 6 of the
Auction Procedures. Auction Agent gives notice of
Auction results as set forth in Section 2.4(a)
hereof.
(b) BD agrees to maintain a list of Potential Holders and to
contact the Potential Holders on such list whom the BD believes may be
interested in participating in the Auction on such Auction Date on or prior to
such Auction Date for the purposes set forth in the Auction Procedures. To the
extent required under the Securities Act of 1933, as amended, or the rules and
regulations promulgated thereunder, BD shall deliver a Prospectus to each such
Potential. Holder. BD agrees, upon the request of a Potential Holder, to deliver
to such Potential Holder either (i) a Prospectus with such legends or stamps
regarding non-reliance by Potential Holders of certain information therein
(other than with respect to information concerning the TARPS and Settlement and
Auction Procedures) as XX xxxxx appropriate or (ii) the Fund's summary
description of the TARPS and the Settlement Procedure and Auction Procedures.
(c) BD shall submit Orders to the Auction Agent in writing
substantially in the form attached hereto as Exhibit C. BD shall submit a
separate Order to the Auction Agent for each Potential Holder or Existing Holder
on whose behalf BD is submitting an Order and shall not net or aggregate the
Orders of different Potential Holders or Existing Holders on whose behalf BD is
submitting Orders.
(d) BD shall deliver to the Auction Agent (i) a written notice,
substantially in the form attached hereto as Exhibit D, of transfers of shares
of TARPS made by or through BD by an Existing Holder to another Person other
than pursuant to an Auction and shall deliver or cause to be delivered the
related Master Purchaser's Letter executed by such Person if such Person will be
listed as the holder of such shares on the books of the auction agent and such
person has not previously so delivered a Master Purchaser's Letter and (ii) a
written notice, substantially in the form attached hereto as Exhibit E, of the
failure of any shares of TARPS to be transferred to or by any Person that
purchased or sold shares of TARPS through BD pursuant to an Auction. The Auction
Agent is not required to accept any such notice for an Auction unless it is
received by the Auction Agent by 3:00 p.m. on the Business Day preceding such
Auction.
(e) BD and other Broker-Dealers which have delivered duly executed
Master Purchaser's Letters may submit Orders in Auctions for their own accounts
unless the Fund shall have notified BD and all other Broker-Dealers that they
may no longer do so, in which case Broker-Dealers may continue to submit Hold
Orders and Sell Orders for their own accounts.
(f) BD agrees to handle its customers' Orders in accordance with
its duties under applicable securities laws and rules.
(g) To the extent that pursuant to Section 6 of the Auction
Procedures, BD continues to hold, sells, or purchases a number of shares that is
fewer than the number of shares in an Order submitted by BD to the Auction Agent
on behalf of Existing or Potential Holders whose shares are or will be held in
BD's name, BD shall make appropriate pro rata allocations among such Existing or
Potential Holders. If as a result of such allocations, any Potential Holder
would be entitled or required to sell, or any Potential Holder would be entitled
or required to purchase, a fraction of a share of TARPS on any Auction Date, BD
shall, in such manner as it shall determine in its sole discretion, round up or
down the number of shares of TARPS to be purchased or sold on such Auction Date
by any Existing Holder or Potential Holder on whose behalf BD submitted an Order
so that the number of shares so purchased or sold by each such Existing Holder
or Potential Holder on such Auction Date shall be whole shares of TARPS.
2.4 Notices of Auction Results.
(a) On each Auction Date for TARPS, the Auction Agent shall notify
BD by telephone of he results of the Auction as set forth in paragraph (a) of
the Settlement Procedures. As soon as reasonably practicable, the Auction Agent
shall confirm to BD in writing the disposition of all Orders submitted by BD in
such Auction.
(b) BD shall notify each Existing Holder or Potential Holder on
whose behalf BD has submitted an Order as set forth in paragraph (a) of the
Settlement Procedures and take such other action as is required of BD pursuant
to the Settlement Procedures.
2.5 Designation of Alternate Term Period.
(a) If the Fund delivers to the Auction Agent a notice of the
Auction Date for any series of TARPS for a Dividend Period thereof that next
succeeds a Dividend Period that is not a Standard Term Period in the form of
Exhibit E to the Auction Agent Agreement, the Auction Agent shall deliver such
notice to BD as promptly as practicable after its receipt of such notice from
the Fund.
(b) If the Board of Directors proposes to designate any succeeding
Dividend Period of any series of TARPS as an Alternate Term Period and the Fund
delivers to the Auction Agent a notice of such proposed Alternate Term Period in
the form of Exhibit F to the Auction Agent Agreement, the Auction Agent shall
deliver such notice to BD as promptly as practicable after its receipt of such
notice from the Fund.
(c) If the Board of Directors determines to designate such
succeeding Dividend Period as an Alternate Term Period and the Fund delivers to
the Auction Agent a notice of such Period in the form of Exhibit G to the
Auction Agent Agreement not later than 3:00 p.m. on the second Business Day next
preceding the first day of such proposed Alternate Term Period, the Auction
Agent shall deliver such notice to BD not later than 3:00 p.m. on such Business
Day.
(d) If the Fund shall deliver to the Auction Agent a notice not
later than 3:00 p.m. on the second Business Day next preceding the first day of
any Dividend Period stating that the Fund has determined not to exercise its
option to designate such succeeding Dividend Period as an Alternate Term Period,
in the form of Exhibit H to the Auction Agent Agreement, or shall fail to timely
deliver either such notice or a notice in the form of Exhibit G to the Auction
Agent Agreement, the Auction Agent shall deliver a notice in the form of Exhibit
H to the Auction Agent Agreement to BD not later than 3:00 p.m. on such Business
Day.
2.6 Service Charge to be Paid to BD.
On the Business Day next succeeding each Auction Date for any
series of TARPS, the Auction Agent shall pay to BD from moneys received from the
Fund an amount equal to (a)(i) where the Dividend Rate set at the Auction
equalled more than 102% of the AA Composite Commercial Paper Rate, 15 basis
points; (b) where the Dividend Rate set at the Auction equalled 99-102% of the
AA Composite Commercial Paper Rate, 20 basis points; or (c) where the Dividend
Rate set at the Auction equalled less than 99% of the AA Composite Commercial
Paper Rate, 25 basis points; times (b) a fraction, the numerator of which is the
number of days in the Dividend Period for such series beginning on such Business
Day and the denominator of which is 360, times (c) the liquidation preference
per share for such series times (d) the aggregate number of Outstanding shares
of such series placed by BD in such Auction (for this purpose shares will be
deemed placed by BD if such shares were (i) the subject of Hold Orders deemed to
have been made by Existing Holders and were acquired by such Existing Holders
through BD or (ii) the subject of an Order submitted by BD that is (A) a
Submitted Order of an Existing Holder that resulted in such Existing Holder
continuing to hold such shares as a result of the Auction or (B) a Submitted
Order of a Potential Holder that resulted in such Potential Holder purchasing
such shares as a result of the Auction or (C) a valid Hold Order; provided that
in the event an Auction scheduled to occur on an Auction Date fails to occur for
any reason while the TARPS remains Outstanding, BD will be entitled to service
charges as if the Auction had occurred and all Holders of shares placed by them
submitted valid Hold Orders).
For purposes of subclause (d)(i) of the foregoing paragraph, if any
Existing Holder who acquired shares of any series of TARPS through BD transfers
those shares to another Person other than pursuant to an Auction, then such
Existing Holder shall be deemed to have acquired such shares through BD unless
the transfer was affected by, or transferee is, a Broker-Dealer other than BD.
2.7 Settlement.
(a) If any Existing Holder on whose behalf the BD submitted a
Hold/Sell Order that was accepted as a Sell Order or a Sell Order that was
accepted, in either case, in whole or in part, fails to instruct its Agent
Member to deliver the shares of TARPS with respect to which such Order was
accepted against payment therefor, the BD shall instruct such Agent Member to
deliver such shares against payment therefor. If (i) any Existing Holder on
whose behalf a Broker-Dealer other than the BD has submitted a Hold/Sell Order
that was accepted as a Sell Order or a Sell Order that was accepted, in either
case, in whole or in part, fails to instruct its Agent Member to so deliver the
shares of TARPS with respect to which such Order was accepted against payment
therefor, (ii) such other Broker-Dealer fails to instruct such Existing Holder's
Agent Member to deliver such shares and (iii) such Existing Holder is identified
to BD by the Auction Agent as provided in Section (a) (v) of the Settlement
Procedures as an Existing Holder from whom a Potential Holder on whose behalf BD
submitted a Buy Order is to purchase such shares, BD may deliver to such
Potential Holder a number of shares of TARPS that is less than the number of
shares of TARPS to be purchased by such Potential Holder by the number of shares
to be purchased from such Existing Holder. Notwithstanding the foregoing terms
of this Section 2.7, any delivery or non-delivery of shares of TARPS which
represents any departure from the results of an Auction for such series, as
determined by the Auction Agent, shall be of no effect unless and until the
Auction Agent shall have been notified of such delivery or non-delivery in
accordance with the terms of Section 2.3(d)(ii) hereof. The Auction Agent shall
have no duty or liability with respect to enforcement of this Section 2.7.
(b) Neither the Auction Agent nor the Fund shall have any
responsibility of liability with respect to the failure of an Existing Holder or
a Potential Holder or its Agent Member to deliver shares of TARPS of any series
or to pay for shares of TARPS of any series sold or purchased pursuant to the
Auction Procedures or otherwise.
3. The Auction Agent.
3.1 Duties and Responsibilities.
(a) The Auction Agent is acting solely as agent for the Fund
hereunder and owes no fiduciary duties to any other Person, other than the Fund
by reason of this Agreement.
(b) The Auction Agent undertakes to perform such duties and only
such duties as are specifically set forth in this Agreement, and no implied
covenants or obligations shall be read into this Agreement against the Auction
Agent.
(c) In the absence of bad faith or negligence on its part, the
Auction Agent shall not be liable for any action taken, suffered, or omitted or
for any error of judgment made by it in the performance of its duties under this
Agreement. The Auction Agent shall not be liable for any error or judgment made
in good faith unless the Auction Agent shall have been negligent in ascertaining
the pertinent facts.
3.2 Rights of the Auction Agent.
(a) The Auction Agent may rely and shall be protected in acting or
refraining from acting upon any communication authorized hereby and upon any
written instruction, notice, request, direction, consent, report, certificate,
share certificate or other instrument, paper or document believed in good faith
by it to be genuine. The Auction Agent shall not be liable for acting upon any
telephone communication authorized by this Agreement which the Auction Agent
believes in good faith to have been given by the Fund or by a Broker-Dealer. The
Auction Agent may record telephone communications with the Broker-Dealers.
(b) The Auction Agent may consult with counsel of its choice and
the advice of such counsel shall be full and complete authorization and
protection in respect of any action taken, suffered or omitted by it hereunder
in good faith and in reliance thereon.
(c) The Auction Agent shall not be required to advance, expend or
risk its own funds or otherwise incur or become exposed to financial liability
in the performance of its duties hereunder.
3.3 Auction Agent's Disclaimer. The Auction Agent makes no
representation as to the validity of adequacy of this Agreement, the Auction
Agent Agreement or the shares of TARPS of any series.
4. Miscellaneous.
4.1 Termination. Either party may terminate this Agreement at any time
on five (5) days notice to the other party, provided that neither BD nor the
Auction Agent may terminate this Agreement without first obtaining prior written
consent of the Fund to such termination, which consent shall not be unreasonably
withheld. This Agreement shall automatically terminate upon the termination of
the Auction Agent Agreement.
4.2 Participant in Securities Depository. BD is, and shall remain for
the term of this Agreement, a member of, or participant in, the Securities
Depository (or an affiliate of such a member participant).
4.3 Communications. Except (i) communications authorized to be by
telephone by this Agreement or the Auction Procedures and (ii) communications in
connection with Auctions (other than those expressly required to be in writing),
all notices, requests and other communications to any party hereunder shall be
in writing (including telecopy or similar writing) and shall be given to such
party, addressed to it, at its addressed or telecopy number set forth below:
If to BD, addressed: Bear, Xxxxxxx & Co. Inc.
Preferred Stock Sales and Trading Desk
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxx Xxxxxxx
Telecopier No.: (000) 000-0000
Telephone No.: (000) 000-0000
If to the Auction Agent,
addressed: Bankers Trust Company
Four Xxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Auction Rate/Remarketed
Securities
Telecopier No.: (000) 000-0000
Telephone No.: (000) 000-0000
or such other address or telecopy number as such party may hereafter specify for
such purpose by notice to the other parties. Each such notice, request or
communication shall be effective when delivered at the address specified herein.
Communications shall be given on behalf of BD by a BD Officer and on behalf of
the Auction Agent by an Authorized Officer. BD may record telephone
communications with the Auction Agent.
4.4 Entire Agreement. This Agreement contains the entire agreement
among the parties hereto relating to the subject matter hereof, and there are no
other representations, endorsements, promises, agreements or understandings,
oral, written or implied, among the parties hereto relating to the subject
matter hereof. This Agreement supersedes and terminates all prior Broker-Dealer
Agreements between the parties.
4.5 Benefits. Nothing in this Agreement, express or implied, shall give
to any person, other than the Fund, the Auction Agent, BD and their respective
successors and assigns, any benefit of any legal or equitable right, remedy or
claim hereunder.
4.6 Amendment; Waiver.
(a) This Agreement shall not be deemed or construed to be modified,
amended, rescinded, canceled or waived, in whole or in part, except by a written
instrument signed by a duly authorized representative of the party to be
charged.
(b) Failure of any party hereto to exercise any right or remedy
hereunder in the event of a breach hereof by any other party shall not
constitute a waiver of any such right or remedy with respect to any subsequent
breach.
4.7 Successors and Assigns. This Agreement shall be binding upon, inure
to the benefit of, and be enforceable by, the respective successors and assigns
of each of the Auction Agent and BD. This Agreement may not be assigned by
either party hereto absent the prior written consent of the other party;
provided, however, that this Agreement may be assigned by the Auction Agent to a
successor Auction Agent selected by the Fund without the consent of BD.
4.8 Severability. If any clause, provision or section hereof shall be
ruled invalid or unenforceable by any court of competent jurisdiction, the
invalidity or unenforceability of such clause, provision or section shall not
affect any of the remaining clauses, provisions or sections thereof.
4.9 Execution in Counterparts. This Agreement may be executed in
several counterparts, each of which shall be an original and all of which shall
constitute but one and the same instrument.
4.10 Governing Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of New York applicable to agreements
made and to be performed in said State.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered by their proper and duly authorized officers as of
the date first above written.
BANKERS TRUST COMPANY
By:
------------------------------
Name:
Title:
BEAR, XXXXXXX & CO. INC.
By:
------------------------------
Name:
Title:
EXHIBIT A
MASTER PURCHASER'S LETTER
EXHIBIT B
SETTLEMENT PROCEDURES
EXHIBIT C
(Submit only one Order on this Order Form)
PROSPECT STREET HIGH INCOME PORTFOLIO INC.
TAXABLE AUCTION RATE PREFERRED STOCK, SERIES ___ ("TARPS")
ORDER FORM
To: ___________________ Date of Auction
___________________
___________________
New York, New York
The undersigned Broker-Dealer submits the following Order covering the number of
shares indicated (complete only one blank):
____ shares now held by Bidder (an Existing Holder), and the Order is a
(check one):
____ Hold Order; or
____ Hold/Sell Order at a rate of ________%; or
____ Sell Order;
-or-
____ shares not now held by Bidder (a Potential Holder), and the Order is a
Buy Order at a rate of _____%.
Notes:
(1) If submitting more than one Order for one Bidder, use additional Order
forms.
(2) If one or more Orders covering in the aggregate more than the number of
outstanding shares of TARPS held by an Existing Holder are submitted,
such Orders shall be considered valid in the order of priority set
forth in the Auction Procedures.
EXHIBIT D
(To be used only for transfers made
other than pursuant to in Auction)
PROSPECT STREET HIGH INCOME PORTFOLIO INC.
TAXABLE AUCTION RATE PREFERRED STOCK,
SERIES ____ ("TARPS") TRANSFER FORM
We are (check one):
____ The Existing Holder named below;
____ The Broker-Dealer for such Existing Holding; or
____ The Agent Member for such Existing Holder.
We hereby notify you that such Existing Holder has transferred _______
shares of the above series of TARPS to ______________.
------------------------------
(Name of Existing Holder)
------------------------------
(Name of Broker-Dealer)
------------------------------
(Name of Agent Member)
By: ____________________________
Printed Name:
Title:
EXHIBIT E
(To be used only for failures to
deliver shares of Auction Term Preferred
Stock sold pursuant to an Auction)
PROSPECT STREET HIGH INCOME PORTFOLIO INC.
TAXABLE AUCTION RATE PREFERRED STOCK, SERIES ____ ("TARPS")
NOTICE OF A FAILURE TO DELIVER
Complete either I or II
I. We are a Broker-Dealer for ___________ (the "Purchaser"), which purchased
____ shares of the above series of TARPS in the Auction held on _________ from
the seller of such shares. We hereby notify you that the Seller failed to
deliver such shares of Taxable Auction Rate Preferred Stock to the Purchaser.
II. We are a Broker-Dealer for ___________ (the "Seller"), which sold _____
shares of the above series of TARPS in the Auction held on________ to the
purchaser of such shares. We hereby notify you that the Purchaser failed to make
payment to the Seller upon delivery of such shares of Taxable Auction Rate
Preferred Stock.
Name: ____________________________
(Name of Broker-Dealer)
By: ______________________________
Printed Name:
Title:
EXHIBIT F
EXHIBIT G
EXHIBIT H
