Exhibit k.3
NUVEEN AUCTION AGENCY AGREEMENT
Basic Terms for Acting as Auction Agent
November 1, 1993
These basic terms ("Basic Terms") set forth the general terms
and conditions pursuant to which a bank or trust company identified in a Request
and Acceptance Letter will act as auction agent (an "Auction Agent") for
Municipal Auction Rate Cumulative Preferred Stock or Shares issued by an
investment company registered under the Investment Company Act of 1940, as
amended, as further identified by such Request and Acceptance Letter (a "Fund"),
for which Nuveen Advisory Corp. is the investment adviser.
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The Fund proposes to issue shares of MuniPreferred(R) pursuant
to its Articles of Incorporation or Declaration of Trust, as amended or
supplemented by the Statement. The Fund desires that the Auction Agent perform
certain duties in connection with the MuniPreferred upon the terms and subject
to the conditions of the Agreement.
1. Definitions and Rules of Construction.
1.1 Terms Defined By Reference to Statement.
Capitalized terms not defined herein shall have the respective
meanings specified in the Statement.
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) "Agent Member" of any Person shall mean the member of, or
participant in, the Securities Depository that will act on behalf of a
Bidder.
(b) "Agreement" shall mean the Basic Terms, together with the
Request and Acceptance Letter relating to one or more series of
MuniPreferred.
(c) "Auction" shall have the meaning specified in Section 2.1
hereof.
(d) "Auction Procedures" shall mean the auction procedures
constituting Part II of the form of Statement as of the filing thereof.
(e) "Authorized Officer" of the Auction Agent shall mean each
Senior Vice President, Vice President, Assistant Vice President,
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 hereof in a communication to the Fund.
(f) "Broker-Dealer Agreement" shall mean each agreement among
the Fund, the Auction Agent and a Broker-Dealer substantially in the
form attached hereto as Exhibit A.
(g) "Fund Officer" shall mean the Chairman of the Board of
Directors or Board of Trustees, as the case may be, each Vice Chairman
of the Board of Directors or Board of Trustees (whether or not
designated by a number or word or words added before or after the title
"Vice Chairman"), the President, each Vice President (whether or not
designated by a number or word or words added before or after the title
"Vice President"), the Secretary, the Treasurer, each Assistant Vice
President, each Assistant Secretary and each Assistant Treasurer of the
Fund and every other officer or employee of the Fund designated as a
"Fund Officer" for purposes hereof in a notice to the Auction Agent.
(h) "MuniPreferred" shall mean the preferred stock or shares,
par value $.01 per share, of the Fund designated as its "Municipal
Auction Rate Cumulative Preferred Stock" or "Municipal Auction Rate
Cumulative Preferred Shares" and bearing such further designation as to
series as the Board of Directors or Board of Trustees, as the case may
be, of the Fund or any committee thereof shall specify; as set forth in
the Request and Acceptance Letter.
(i) "Request and Acceptance Letter" shall mean the letter from
the Fund to the Auction Agent pursuant to which the Fund appoints the
Auction Agent and the Auction Agent accepts its appointment as auction
agent for the MuniPreferred.
(j) "Settlement Procedures" shall mean the Settlement
Procedures attached hereto as Exhibit B.
(k) "Statement" shall mean the Statement Establishing and
Fixing the Rights and Preferences of, and authorizing the issuance of,
one or more series of Municipal Auction Rate Cumulative Preferred Stock
or Municipal Auction Rate Cumulative Preferred Shares, as filed by the
Fund with the office of the Secretary of State or other officer of the
state where the Fund was incorporated or organized, a copy of which is
attached to the Request and Acceptance Letter, as the same may be
amended, supplemented or modified from time to time.
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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 the
Agreement:
(a) Words importing the singular number shall include the
plural number and vice versa.
(b) The captions and headings herein are solely for
convenience of reference and shall not constitute a part of the
Agreement nor shall they affect its meaning, construction or effect.
(c) The words "hereof", "herein", "hereto" and other words of
similar import refer to the 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 Purpose; Incorporation by Reference of Auction Procedures and
Settlement Procedures.
(a) The Statement for each series of MuniPreferred will
provide that the Applicable Rate for such series for each Subsequent Rate Period
thereof shall, except 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 or Board of
Trustees, as the case may be, of the Fund has adopted a resolution appointing
the Auction Agent as auction agent for purposes of the Auction Procedures for
each series of MuniPreferred. The Auction Agent accepts such appointment and
agrees to follow the procedures set forth in this Section 2 and the Auction
Procedures for the purpose of determining the Applicable Rate for each series of
MuniPreferred for each Subsequent Rate Period thereof for which the Applicable
Rate is to be determined by an Auction. Each periodic implementation 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.
2.2 Preparation for Each Auction; Maintenance of Registry of
Beneficial Owners.
(a) Not later than seven days prior to the first Auction Date
for the first series of MuniPreferred subject to an Auction, the Fund shall
provide the Auction Agent with a list of
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the Broker-Dealers. Not later than seven days prior to any Auction Date for any
series of MuniPreferred for which any change in such list of Broker-Dealers is
to be effective, the Fund will notify the Auction Agent in writing of such
change and, if any such change involves the addition of a Broker-Dealer to such
list, shall cause to be delivered to the Auction Agent for execution by the
Auction Agent a Broker-Dealer Agreement signed by such Broker-Dealer; provided,
however, that if the Fund proposes to designate any Special Rate Period of any
series of MuniPreferred pursuant to Section 4 of Part I of the Statement, not
later than 11:00 A.M. on the Business Day next preceding the Auction next
preceding the first day of such Rate Period or by such later time or date, or
both, as may be agreed to by the Auction Agent, the Fund shall provide the
Auction Agent with a list of the Broker-Dealers for such series and a manually
signed copy of each Broker-Dealer Agreement or a new Schedule A to a
Broker-Dealer Agreement (which Schedule A shall replace and supersede any
previous Schedule A to such Broker-Dealer Agreement) with each Broker-Dealer for
such series. The Auction Agent and the Fund shall have entered into a
Broker-Dealer Agreement with each Broker-Dealer prior to the participation of
any such Broker-Dealer in any Auction.
(b) In the event that any Auction Date for any series of
MuniPreferred shall be changed after the Auction Agent shall have 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 Broker-Dealers for such series 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.
(c) (i) The Auction Agent shall maintain a registry of the
beneficial owners of the shares of MuniPreferred of each series who shall
constitute Existing Holders of shares of MuniPreferred of such series for
purposes of Auctions and shall indicate thereon the identity of the respective
Broker-Dealer of each Existing Holder, if any, on whose behalf such
Broker-Dealer submitted the most recent Order in any Auction which resulted in
such Existing Holder continuing to hold or purchasing shares of MuniPreferred of
such series. The Auction Agent shall keep such registry current and accurate.
The Fund shall provide or cause to be provided to the Auction Agent at or prior
to the Date of Original Issue of the shares of MuniPreferred of each series a
list of the initial Existing Holders of the shares of each such series of
MuniPreferred, the number of shares purchased by each such Existing Holder and
the respective Broker-Dealer of each such Existing Holder or the affiliate
thereof through which each such Existing Holder purchased such shares. The
Auction Agent shall advise the Fund in writing whenever the number of Existing
Holders is 500 or more. The Auction Agent may rely upon, as conclusive evidence
of the identities of the Existing Holders of shares of MuniPreferred of any
series (A) such list, (B) the results of Auctions, (C) notices from any
Broker-Dealer as described in the first sentence of Section 2.2(c)(iii) hereof
and (D) the results of any procedures approved by the Fund that have been
devised for the purpose of determining the identities of Existing Holders in
situations where shares of MuniPreferred may have been transferred without
compliance with any restriction on the transfer thereof set forth in the Auction
Procedures.
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(ii) In the event of any partial redemption of any
series of MuniPreferred, the Auction Agent shall, at least two Business Days
prior to the next Auction for such series, request each Broker-Dealer to provide
the Auction Agent with a list of Persons who such Broker-Dealer believes should
remain Existing Holders after such redemption based upon inquiries of those
Persons such Broker-Dealer believes are Beneficial Owners as a result of the
most recent Auction and with respect to each such Person, the number of shares
of MuniPreferred of such series such Broker-Dealer believes are owned by such
Person after such redemption. In the absence of receiving any such information
from any Broker-Dealer, the Auction Agent may continue to treat the Persons
listed in its registry of Existing Holders as the beneficial owner of the number
of shares of MuniPreferred of such series shown in such registry.
(iii) The Auction Agent shall be required to register
a transfer of shares of MuniPreferred of any series from an Existing Holder of
such shares of MuniPreferred only if such transfer is to another Existing
Holder, or other Person if permitted by the Fund, and only if such transfer is
made (A) pursuant to an Auction, (B) the Auction Agent has been notified in
writing (I) in a notice substantially in the form of Exhibit C to the
Broker-Dealer Agreements by a Broker-Dealer of such transfer or (II) in a notice
substantially in the form of Exhibit D to the Broker-Dealer Agreements by the
Broker-Dealer of any Existing Holder, or other Person if permitted by the Fund,
that purchased or sold such shares of MuniPreferred in an Auction of the failure
of such shares of MuniPreferred to be transferred as a result of such Auction or
(C) pursuant to procedures approved by the Fund that have been devised for the
purpose of determining the identities of Existing Holders in situations where
shares of MuniPreferred may have been transferred without compliance with any
restriction on the transfer thereof set forth in the Auction Procedures. 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.
(d) The Auction Agent may request the Broker-Dealers, as set
forth in the Broker-Dealer Agreements, to provide the Auction Agent with a list
of Persons who such Broker-Dealer believes should be Existing Holders based upon
inquiries of those Persons such Broker-Dealer believes are Beneficial Owners as
a result of the most recent Auction and with respect to each such Person, the
number of shares of such series of MuniPreferred such Broker-Dealer believes to
be owned by such Person. The Auction Agent shall keep confidential such registry
of Existing Holders and shall not disclose the identities of the Existing
Holders of such shares of MuniPreferred to any Person other than the Fund and
the Broker-Dealer that provided such information.
2.3 Information Concerning Rates.
(a) The Rate Multiple on the date of the Agreement is set
forth in the Request and Acceptance Letter. If there is any change in the credit
rating of MuniPreferred by either of the rating agencies (or substitute or
successor rating agencies) referred to in the definition of "Rate Multiple"
resulting in any change in the Rate Multiple for MuniPreferred after the date of
the
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Request and Acceptance Letter, the Fund shall notify the Auction Agent in
writing of such change in the Rate Multiple prior to 12:00 Noon on the Business
Day prior to the next Auction Date for any series of MuniPreferred succeeding
such change. If the Fund designates all or a portion of any dividend on shares
of any series of MuniPreferred to consist of net capital gains or other income
taxable for Federal income tax purposes, it will indicate, in its notice in the
form of Exhibit I hereto to the Auction Agent pursuant to Section 2.6 hereof,
the Rate Multiple for such series to be in effect for the Auction Date on which
the dividend rate for such dividend is to be fixed. In determining the Maximum
Rate for any series of MuniPreferred on any Auction Date as set forth in Section
2.3(b)(i) hereof, the Auction Agent shall be entitled to rely on the last Rate
Multiple for MuniPreferred of which it has most recently received notice from
the Fund (or, in the absence of such notice, the percentage set forth in the
Request and Acceptance Letter), except that if the Fund shall have notified the
Auction Agent of a Rate Multiple to be in effect for an Auction Date in
accordance with the preceding sentence, the Rate Multiple in effect for the next
succeeding Auction Date of any series of MuniPreferred shall be, unless the Fund
notifies the Auction Agent of a change in the Rate Multiple for such succeeding
Auction Date pursuant to this Section 2.3(a), the Rate Multiple that was in
effect on the first preceding Auction Date for MuniPreferred with respect to
which the dividend, the rate for which was fixed on such Auction Date, did not
include any net capital gains or other income taxable for Federal income tax
purposes.
(b) (i) On each Auction Date for any series of MuniPreferred,
the Auction Agent shall determine the Maximum Rate for such series. The Maximum
Rate for any series of MuniPreferred on any Auction Date shall be:
(A) in the case of any Auction Date which is not the Auction
Date immediately prior to the first day of any proposed Special Rate
Period designated by the Fund pursuant to Section 4 of Part I of the
Statement, the product of (1) the Reference Rate on such Auction Date
for the next Rate Period of such series and (2) the Rate Multiple on
such Auction Date, unless such series has or had a Special Rate Period
(other than a Special Rate Period of 28 Rate Period Days or fewer) and
an Auction at which Sufficient Clearing Bids existed has not yet
occurred for a Minimum Rate Period of such series after such Special
Rate Period, in which case the higher of:
(1) the dividend rate on shares of such series for
the then-ending Rate Period; and
(2) the product of (x) the higher of (I) the
Reference Rate on such Auction Date for a Rate Period equal in
length to the then-ending Rate Period of such series, if such
then ending Rate Period was 364 Rate Period Days or fewer, or
the Treasury Note Rate on such Auction Date for a Rate Period
equal in length to the then-ending Rate Period of such series,
if such then ending Rate Period was more than 364 Rate Period
Days, and (II) the Reference Rate on such Auction Date for a
Rate Period equal in length to such Special Rate Period of
such series, if such
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Special Rate Period was 364 Rate Period Days or fewer, or the
Treasury Note Rate on such Auction Date for a Rate Period
equal in length to such Special Rate Period, if such Special
Rate Period was more than 364 Rate Period Days and (y) the
Rate Multiple on such Auction Date; or
(B) in the case of any Auction Date which is the Auction Date
immediately prior to the first day of any proposed Special Rate Period
designated by the Fund pursuant to Section 4 of Part I of the
Statement, the product of (1) the highest of (x) the Reference Rate on
such Auction Date for a Rate-Period equal in length to the then-ending
Rate Period of such series, if such then-ending Rate Period was 364
Rate Period Days or fewer, or the Treasury Note Rate on such Auction
Date for a Rate Period equal in length to the then-ending Rate Period
of such Rate Period, if such then-ending Rate Period was more than 364
Rate Period Days, (y) the Reference Rate on such Auction Date for the
Special Rate Period for which the Auction is being held if such Special
Rate Period is 364 Rate Period Days or fewer or the Treasury Note Rate
on such Auction Date for the Special Rate Period for which the Auction
is being held if such Special Rate Period is more than 364 Rate Period
Days, and (z) the Reference Rate on such Auction Date for Minimum Rate
Periods and (2) the Rate Multiple on such Auction Date.
Not later than 9:30 A.M. on each Auction Date the Auction Agent shall notify the
Fund and the Broker-Dealers of the Maximum Rate so determined and the "AA"
Composite Commercial Paper Rate(s), the Taxable Equivalent of the Short-Term
Municipal Bond Rate(s), Treasury Note Rate(s) and Treasury Xxxx Rate(s), as the
case may be, used to make such determination.
(ii) From and after a Failure to Deposit by the Fund
during any Rate Period of any series of MuniPreferred, until such failure is
cured and a Late Charge (as defined in paragraph (a) of Section 2.7), is paid,
in accordance with subparagraph (e)(i) of Section 2 of Part I of the Statement,
on the first day of each Rate Period of such series the Auction Agent shall
determine the Treasury Note Rate for such Rate Period of more than 364 Rate
Period Days and the Reference Rate for Rate Periods of 364 Rate Period Days or
fewer. Not later than 9:30 A.M. on each such first day, the Auction Agent shall
notify the Fund of the applicable Reference Rate and Treasury Note Rate.
(iii) If any "AA" Composite Commercial Paper Rate,
Taxable Equivalent of the Short-Term Municipal Bond Rate, Treasury Note Rate or
Treasury Xxxx Rate, as the case may be, is not quoted on an interest or bond
equivalent, as the case may be, basis, the Auction Agent shall convert the
quoted rate to the interest or bond equivalent thereof as set forth in the
definition of such rate in the Statement if the rate obtained by the Auction
Agent is quoted on a discount basis, or if such rate is quoted on a basis other
than an interest or bond equivalent or discount basis the Auction Agent shall
convert the quoted rate to an interest or bond equivalent rate after
consultation with the Fund as to the method of such conversion.
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(iv) If any "AA" Composite Commercial Paper Rate is
to be based on rates supplied by Commercial Paper Dealers and one or more of the
Commercial Paper Dealers shall not provide a quotation for the determination of
such "AA" Composite Commercial Paper Rate, the Auction Agent shall immediately
notify the Fund so that the Fund can determine whether to select a Substitute
Commercial Paper Dealer or Substitute Commercial Paper Dealers to provide the
quotation or quotations not being supplied by any Commercial Paper Dealer or
Commercial Paper Dealers. The Fund shall promptly advise the Auction Agent of
any such selection.
(v) If any Treasury Note Rate or Treasury Xxxx Rate
is to be based on rates supplied by U.S. Government Securities Dealers and one
or more of the U.S. Government Securities Dealers shall not provide a quotation
for the determination of such Treasury Rate, the Auction Agent shall immediately
notify the Fund so that the Fund can determine whether to select a Substitute
U.S. Government Securities Dealer or Substitute U.S. Government Securities
Dealers to provide the quotation or quotations not being supplied by any U.S.
Government Securities Dealer or U.S. Government Securities Dealers. The Fund
shall promptly advise the Auction Agent of any such selection.
(c) The maximum marginal tax rate referred to in the
definition of "Rate Multiple" in the Statement is referred to in this Agreement
as the "Highest Marginal Rate." The Highest Marginal Rate on the date of the
Agreement is set forth in the Request and Acceptance Letter. If there is any
change in the Highest Marginal Rate, the Fund shall notify the Auction Agent in
writing of such change prior to 12:00 Noon on the Business Day prior to the next
Auction Date for MuniPreferred succeeding such change. In determining the
Maximum Rate for any series of MuniPreferred on any Auction Date, the Auction
Agent shall be entitled to rely on the Highest Marginal Rate of which it has
most recently received notice from the Fund (or, in the absence of such notice,
the percentage set forth in the Request and Acceptance Letter).
2.4 Auction Schedule.
The Auction Agent shall conduct Auctions 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.
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 next preceding the first Auction Date on which any such change
shall be effective.
Time Event
---- -----
By 9:30 A.M. Auction Agent advises the
Fund and Broker-Dealers of the
applicable Maximum Rate and the
Reference Rate(s) and Treasury Note
Rate(s), as the case may be, used in
determining such Maximum Rate as set
forth in Section 2.3(b)(i) hereof.
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Time Event
---- -----
9:30 A.M. - 1:30 P.M. Auction Agent assembles information communicated
to it by Broker-Dealers as provided in Section 2(a) of
the Auction Procedures. Submission Deadline is
1:30 P.M.
Not earlier than 1:30 P.M. Auction Agent makes determinations pursuant to
Section 3(a) of the Auction Procedures.
By approximately 3:00 P.M. Auction Agent advises Fund of results of Auction as
provided in Section 3(b) of the Auction Procedures.
Submitted Bids and Submitted Sell Orders are
accepted and rejected and shares of MuniPreferred
allocated as provided in Section 4 of the Auction
Procedures. Auction Agent gives notice of Auction
results as set forth in paragraph(a) of the Settlement
Procedures.
The Auction Agent shall follow the notification procedures set forth in
paragraph (a) of the Settlement Procedures.
2.5 Designation of Special Rate Period.
(a) The Statement will provide that, subject to the Fund's
option to designate a Special Rate Period as referred to in paragraph (b) of
this Section 2.5, (i) each Rate Period of any series of MuniPreferred will be a
Minimum Rate Period (a duration of seven days, subject to certain exceptions)
and (ii) each Rate Period following a Rate Period of any series of MuniPreferred
that is other than a Minimum Rate Period will be a Minimum Rate Period. Not less
than 10 nor more than 20 days prior to the last day of any such Rate Period that
is not a Minimum Rate Period, (i) the Fund shall deliver to the Auction Agent a
notice of the Auction Date of the next succeeding Auction for such series in the
form of Exhibit C hereto and (ii) the Auction Agent shall deliver such notice by
first-class mail, postage prepaid, to each Existing Holder of shares of such
series at the address set forth for such Existing Holder in the records of the
Auction Agent and to the Broker-Dealers for such series as promptly as
practicable after its receipt of such notice from the Fund.
(b) Pursuant to the Statement, the Fund may, at its option,
designate a Special Rate Period for any series of MuniPreferred in the manner
described in Section 4 of Part I of the Statement.
(i) If the Board of Directors or Board of Trustees,
as the case may be, proposes to designate any succeeding Subsequent
Rate Period of any series of
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MuniPreferred as a Special Rate Period, (A) the Fund shall deliver to
the Auction Agent a notice of such proposed Special Rate Period in the
form of Exhibit D hereto not less than 20 (or such lesser number of
days as may be agreed to from time to time by the Auction Agent) nor
more than 30 days prior to the first day of such proposed Special Rate
Period and (B) the Auction Agent on behalf of the Fund shall deliver
such notice by first-class mail, postage prepaid, to each Existing
Holder of shares of such series of MuniPreferred at the address set
forth for such Existing Holder in the records of the Auction Agent and
to the Broker-Dealers for such series as promptly as practicable after
its receipt of such notice from the Fund.
(ii) If the Board of Directors or Board of Trustees,
as the case may be, determines to designate such succeeding Subsequent
Rate Period as a Special Rate Period, (A) the Fund shall deliver to the
Auction Agent a notice of such determination in the form of Exhibit E
hereto not later than 11:00 A.M. on the second Business Day next
preceding the first day of such proposed Special Rate Period (or such
later time or date, or both, as may be agreed to by the Auction Agent)
and (B) the Auction Agent shall deliver such notice to the
Broker-Dealers for such series not later than 3:00 P.M. on such second
Business Day (or, if the Auction Agent has agreed to a later time or
date, as promptly as practicable thereafter).
(iii) If the Fund shall deliver to the Auction Agent
a notice not later than 11:00 A.M. on the second Business Day next
preceding the first day of such proposed Special Rate Period (or such
later time or date, or both, as may be agreed to by the Auction Agent)
stating that the Fund has determined not to exercise its option to
designate such succeeding Subsequent Rate Period as a Special Rate
Period, in the form of Exhibit F hereto, or shall fail to timely
deliver either such notice or a notice in the form of Exhibit E hereto,
the Auction Agent shall deliver a notice in the form of Exhibit F
hereto to the Broker-Dealers for such series not later than 3:00 P.M.
on such second Business Day (or, if the Auction Agent has agreed to a
later time or date, as promptly as practicable thereafter).
Such change in the length of any Rate Period shall not occur if (1) an Auction
for shares of such series shall not be held on such Auction Date for any reason
or (2) an Auction for shares of such series shall be held on such Auction Date
but Sufficient Clearing Bids for shares of such series shall not exist in such
Auction.
2.6 Allocation of Taxable Income.
The Fund shall, in the case of a Minimum Rate Period or a
Special Rate Period of 28 Rate Period Days or fewer, and may, in the case of any
other Special Rate Period, designate all or a portion of any dividend on shares
of any series of MuniPreferred to consist of net capital gains or other income
taxable for Federal income tax purposes by delivering to the Auction Agent a
notice in the form of Exhibit I hereto of such designation not later than the
Dividend Payment
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Date for such series next preceding the Auction Date on which the dividend rate
for such dividend is to be fixed. The Auction Agent will deliver such notice to
the Broker-Dealers for such series on the Business Day following its receipt of
such notice from the Fund. Within two Business Days after any Auction Date
involving the allocation of income taxable for Federal income tax purposes, the
Auction Agent shall notify each Broker-Dealer for the related series as to the
dollar amount per share of such taxable income and income exempt from Federal
income taxation included in the related dividend.
2.7 Failure to Deposit.
(a) If:
(i) any Failure to Deposit shall have occurred with
respect to shares of MuniPreferred during any Rate Period thereof
(other than any Special Rate Period of more than 364 Rate Period Days
or any Rate Period succeeding any Special Rate Period of more than 364
Rate Period Days during which a Failure to Deposit occurred that has
not been cured), but, prior to 12:00 Noon, New York City time, on the
third Business Day next succeeding the date on which such Failure to
Deposit occurred, such Failure to Deposit shall have been cured in
accordance with Section 2.7(c) hereof and the Fund shall have paid to
the Auction Agent a late charge (a "Late Charge") equal to the sum of
(1) if such Failure to Deposit consisted of the failure timely to pay
to the Auction Agent the full amount of dividends with respect to any
Dividend Period on such shares, an amount computed by multiplying (x)
200% of the Reference Rate for the Rate Period during which such
Failure to Deposit occurs on the Dividend Payment Date for such
Dividend Period by (y) a fraction, the numerator of which shall be the
number of days for which such Failure to Deposit has not been cured in
accordance with Section 2.7(c) hereof (including the day such Failure
to Deposit occurs and excluding the day such Failure to Deposit is
cured) and the denominator of which shall be 360, and applying the rate
obtained against the aggregate liquidation preference of the
outstanding shares of MuniPreferred and (2) if such Failure to Deposit
consisted of the failure timely to pay to the Auction Agent the
Redemption Price of the shares of MuniPreferred, if any, for which
Notice of Redemption has been given by the Fund, an amount computed by
multiplying (x) 200% of the Reference Rate for the Rate Period during
which such Failure to Deposit occurs on the redemption date by (y) a
fraction, the numerator of which shall be the number of days for which
such Failure to Deposit is not cured in accordance with Section 2.7(c)
hereof (including the day such Failure to Deposit occurs and excluding
the day such Failure to Deposit is cured) and the denominator of which
shall be 360, and applying the rate obtained against the aggregate
liquidation preference of the outstanding shares of MuniPreferred to
the redeemed,
then the Auction Agent shall deliver a notice in the form of Exhibit G hereto by
first-class mail, postage prepaid, to the Broker-Dealers for such series not
later than one Business Day after its receipt of the payment from the Fund
curing such Failure to Deposit and such Late Charge.
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(b) If:
(i) any Failure to Deposit shall have occurred with
respect to shares of MuniPreferred during any Rate Period thereof
(other than any Special Rate Period of more than 364 Rate Period Days
or any Rate Period succeeding any Special Rate Period of more than 364
Rate Period Days during which a Failure to Deposit occurred but has not
been cured), and, prior to 12:00 Noon, New York City time, on the third
Business Day next succeeding the date on which such Failure to Deposit
occurred, such Failure to Deposit shall not have been cured in
accordance with Section 2.7(c) hereof or the Fund shall not have paid
the applicable Late Charge to the Auction Agent; or
(ii) any Failure to Deposit shall have occurred with
respect to shares of MuniPreferred during a Special Rate Period thereof
of more than 364 Rate Period Days, or during any Rate Period thereof
succeeding any Special Rate Period of more than 364 Rate Period Days
during which a Failure to Deposit occurred that has not been cured,
and, prior to 12:00 noon, New York City time, on the fourth Business
Day preceding the Auction Date for the Rate Period subsequent to such
Rate Period, such Failure to Deposit shall not have been cured in
accordance with Section 2.7(c) hereof or the Fund shall not have paid
the applicable Late Charge to the Auction Agent in accordance with
Section 2(e)(i)(D) of the Statement (such Late Charge, for purposes of
this clause (b)(iii) of this Section 2.7, to be calculated by using, as
the Reference Rate, the Reference Rate applicable to a Rate Period (x)
consisting of more than 182 Rate Period Days and (y) commencing on the
date on which the Rate Period during which Failure to Deposit occurs
commenced);
then the Auction Agent shall deliver a notice in the form of Exhibit H hereto to
the Broker-Dealers for such series not later than one Business Day after the
receipt of the payment from the Fund curing such Failure to Deposit and such
Late Charge.
(c) A Failure to Deposit with respect to shares of
MuniPreferred shall have been cured (if such Failure to Deposit is not solely
due to the willful failure to the Fund to make the required payment to the
Auction Agent) with respect to any Rate Period if, within the respective time
periods described immediately above, the Fund shall have paid to the Auction
Agent (i) all accumulated and unpaid dividends on the shares of MuniPreferred
and (ii) without duplication, the Redemption Price for the shares of
MuniPreferred, if any, for which Notice of Redemption has been mailed; provided,
however, that the foregoing clause (ii) shall not apply to the Fund's failure to
pay the Redemption Price in respect of shares of MuniPreferred when the related
Redemption Notice provides that redemption of such shares is subject to one or
more conditions precedent and each such condition precedent shall not have been
satisfied at the time or times and in the manner specified in such Notice of
Redemption.
12
2.8 Broker-Dealers.
(a) Not later than 12:00 Noon on each Auction Date for any
series of MuniPreferred, the Fund shall pay to the Auction Agent an amount in
cash equal to the aggregate fees payable to the Broker-Dealers for such series
pursuant to Section 2.8 of the Broker-Dealer Agreements for such series. The
Auction Agent shall apply such moneys as set forth in Section 2.8 of each such
Broker-Dealer Agreement.
(b) The Fund shall obtain the consent of the Auction Agent
prior to selecting any Person to act as a Broker-Dealer, which consent shall not
be unreasonably withheld.
(c) The Auction Agent shall terminate any Broker-Dealer
Agreement as set forth therein if so directed by the Fund, provided that at
least one Broker-Dealer Agreement would be in effect for each series of
MuniPreferred after such termination.
(d) Subject to the Auction Agent's having consented to the
selection of the relevant Broker-Dealer pursuant to Section 2.8(b) hereof, the
Auction Agent shall from time to time enter into such Broker-Dealer Agreements
with one or more Broker-Dealers as the Fund shall request, and shall enter into
such schedules to any such Broker-Dealer Agreements as the Fund shall request,
which schedules, among other things, shall set forth the series of MuniPreferred
to which such Broker-Dealer Agreement relates.
2.9 Ownership of Shares of MuniPreferred.
The Fund shall notify the Auction Agent if the Fund or any
affiliate of the Fund acquires any shares of MuniPreferred of any series.
Neither the Fund nor any affiliate of the Fund shall submit any Order in any
Auction for MuniPreferred, except as set forth in the next sentence. Any
Broker-Dealer that is an affiliate of the Fund may submit Orders in Auctions,
but only if such Orders are not for its own account. For purposes of this
Section 2.9, a Broker-Dealer shall not be deemed to be an affiliate of the Fund
solely because one or more of the directors or executive officers of such
Broker-Dealer or of any Person controlled by, in control of or under common
control with such Broker-Dealer is also a director of the Fund. The Auction
Agent shall have no duty or liability with respect to enforcement of this
Section 2.9.
2.10 Access to and Maintenance of Auction Records.
The Auction Agent shall, upon the receipt of prior written
notice from the Fund, afford to the Fund access at reasonable times during
normal business hours to all books, records, documents and other information
concerning the conduct and results of Auctions. The Auction Agent shall maintain
records relating to any Auction for a period of six years after such Auction,
and such records shall, in reasonable detail, accurately and fairly reflect the
actions taken by the Auction Agent hereunder.
13
3. The Auction Agent as Dividend and Redemption Price Disbursing Agent.
The Auction Agent, as dividend and redemption price disbursing
agent, shall pay to the Holders of shares of MuniPreferred of any series (i) on
each Dividend Payment Date for such series, dividends on the shares of
MuniPreferred of such series, (ii) on any date fixed for redemption of shares of
MuniPreferred of any series, the Redemption Price of any shares of such series
called for redemption and (iii) any Late Charge related to any payment of
dividends or Redemption Price, in each case after receipt of the necessary funds
from the Fund with which to pay such dividends, Redemption Price or Late Charge.
The amount of dividends for any Rate Period for any series of MuniPreferred to
be paid by the Auction Agent to the Holders of such shares of such series will
be determined by the Fund as set forth in Section 2 of Part I of the Statement
with respect to such series. The Redemption Price of any shares to be paid by
the Auction Agent to the Holders will be determined by the Fund as set forth in
Section 11 of Part I of the Statement with respect to such series. The Fund
shall notify the Auction Agent in writing of a decision to redeem shares of any
series of MuniPreferred at least five days prior to the date a notice of
redemption is required to be mailed to the Holders of the shares to be redeemed
by paragraph (c) of Section 11 of Part I of the Statement. Such notice by the
Fund to the Auction Agent shall contain the information required by paragraph
(c) of Section 11 of Part I of the Statement to be stated in the notice of
redemption required to be mailed by the Fund to such Holders.
4. The Auction Agent as Transfer Agent and Registrar.
4.1 Issue of Stock or Shares Certificates.
Upon the Date of Original Issue of each series of
MuniPreferred, one or more certificates representing all of the shares of such
series issued on such date shall be issued by the Fund and, at the request of
the Fund, registered in the name of Cede & Co. and countersigned by the Auction
Agent.
4.2 Registration of Transfer of Shares.
Shares of each series of MuniPreferred shall be registered
solely in the name of the Securities Depository or its nominee.
4.3 Removal of Legend on Restricted Shares.
All requests for removal of legends on shares of MuniPreferred
of any series indicating restrictions on transfer shall be accompanied by an
opinion of counsel stating that such legends may be removed and such shares
freely transferred, such opinion to be delivered under
14
cover of a letter from a Fund Officer authorizing the Auction Agent to remove
the legend on the basis of said opinion.
4.4 Lost Stock or Share Certificates.
The Auction Agent shall issue and register replacement
certificates for certificates represented to have been lost, stolen or destroyed
upon the fulfillment of such requirements as shall be deemed appropriate by the
Fund and the Auction Agent, subject at all times to provisions of law, the
By-Laws of the Fund governing such matters and resolutions adopted by the Fund
with respect to lost securities. The Auction Agent may issue new certificates in
exchange for and upon the cancellation of mutilated certificates. Any request by
the Fund to the Auction Agent to issue a replacement or new certificate pursuant
to this Section 4.4 shall be deemed to be a representation and warranty by the
Fund to the Auction Agent that such issuance will comply with such provisions of
law and the By-Laws and resolutions of the Fund.
4.5 Disposition of Cancelled Certificates; Record Retention.
The Auction Agent shall retain all stock or share certificates
which have been cancelled in transfer or exchange and all accompanying
documentation in accordance with applicable rules and regulations of the
Securities and Exchange Commission for two calendar years. Upon the expiration
of this two-year period, the Auction Agent shall deliver to the Fund the
cancelled certificates and accompanying documentation. The Fund shall also
undertake to furnish to the Securities and Exchange Commission and to the Board
of Governors of the Federal Reserve System, upon demand, at either the principal
office or at any regional office, complete, correct and current hard copies of
any and all such records. Thereafter such records shall not be destroyed by the
Fund without the concurrence of the Auction Agent.
4.6 Stock or Record Books.
For so long as the Auction Agent is acting as the transfer
agent for any series of MuniPreferred pursuant to the Agreement, it shall
maintain a stock or record book containing a list of the Holders of the shares
of MuniPreferred of each such series. In case of any request or demand for the
inspection of the stock or record books of the Fund or any other books in the
possession of the Auction Agent, the Auction Agent will notify the Fund and
secure instructions as to permitting or refusing such inspection. The Auction
Agent reserves the right, however, to exhibit the stock or record books or other
books to any Person in case it is advised by its counsel that its failure to do
so would be unlawful.
4.7 Return of Funds.
Any funds deposited with the Auction Agent hereunder by the
Fund for any reason, including but not limited to redemption of shares of
MuniPreferred of any series, that remain
15
unpaid after ninety days shall be repaid to the Fund upon the written request of
the Fund, together with interest, if any, earned thereon.
5. Representations and Warranties of the Fund.
The Fund represents and warrants to the Auction Agent that:
(a) the Fund is a duly incorporated and existing corporation
or a duly organized and existing business trust in good standing under
the laws of the State of its incorporation or organization and has full
corporate power or all requisite power to execute and deliver the
Agreement and to authorize, create and issue the shares of
MuniPreferred of each series and the shares of MuniPreferred of each
series when issued, will be duly authorized, validly issued, fully paid
and nonassessable;
(b) the Agreement has been duly and validly authorized,
executed and delivered by the Fund and constitutes the legal, valid and
binding obligation of the Fund;
(c) the form of the certificate evidencing the shares of
MuniPreferred of each series complies or will comply with all
applicable laws of the State of its incorporation or organization;
(d) when issued, the shares of MuniPreferred of each series
will have been duly registered under the Securities Act of 1933, as
amended, and no further action by or before any governmental body or
authority of the United States or of any state thereof is required in
connection with the execution and delivery of the Agreement or will
have been required in connection with the issuance of the shares of
MuniPreferred of each series;
(e) the execution and delivery of the Agreement and the
issuance and delivery of the shares of MuniPreferred of each series do
not and will not conflict with, violate or result in a breach of, the
terms, conditions or provisions of, or constitute a default under, the
Articles of Incorporation or Declaration of Trust (as amended by one or
more Statements) or the By-Laws of the Fund, any law or regulation, any
order or decree of any court or public authority having jurisdiction,
or any mortgage, indenture, contract, agreement or undertaking to which
the Fund is a party or by which it is bound the effect of which
conflict, violation, default or breach would be material to the Fund or
the Fund and its subsidiaries taken as a whole; and
(f) no taxes are payable upon or in respect of the execution
of the Agreement or the issuance of the shares of MuniPreferred of any
series.
16
6. The Auction Agent.
6.1 Duties and Responsibilities.
(a) The Auction Agent is acting solely as agent for the Fund
hereunder and owes no fiduciary duties to any Person, other than the Fund, by
reason of the Agreement.
(b) The Auction Agent undertakes to perform such duties and
only such duties as are specifically set forth in the Agreement, and no implied
covenants or obligations shall be read into the 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 the
Agreement. The Auction Agent shall not be liable for any error of judgment made
in good faith unless the Auction Agent shall have been negligent in ascertaining
the pertinent facts.
6.2 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 hereby 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
Fund or with the Broker-Dealers or both.
(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.
(d) The Auction Agent may perform its duties and exercise its
rights hereunder either directly or by or through agents or attorneys and shall
not be responsible for any misconduct or negligence on the part of any agent or
attorney appointed by it with due care hereunder.
6.3 Auction Agent's Disclaimer.
The Auction Agent makes no representation as to the validity
or adequacy of the Agreement, the Broker-Dealer Agreements or the shares of
MuniPreferred of any series except that the Auction Agent hereby represents that
the Agreement has been duly authorized, executed
17
and delivered by the Auction Agent and constitutes a legal and binding
obligation of the Auction Agent.
6.4 Compensation, Expenses and Indemnification.
(a) The Fund shall pay the Auction Agent from time to time
reasonable compensation for all services rendered by it under the Agreement and
the Broker-Dealer Agreements.
(b) The Fund shall reimburse the Auction Agent upon its
request for all reasonable out-of-pocket expenses, disbursements and advances
incurred or made by the Auction Agent in accordance with any provision of the
Agreement and the Broker-Dealer Agreements (including the reasonable
compensation and the expenses and disbursements of its agents and counsel),
except any expense or disbursement attributable to its negligence or bad faith.
(c) The Fund shall indemnify the Auction Agent for and hold it
harmless against any loss, liability or expense incurred without negligence or
bad faith on its part, arising out of or in connection with its agency under the
Agreement and the Broker-Dealer Agreements, including the costs and expenses of
defending itself against any such claim or liability in connection with its
exercise or performance of any of its duties hereunder and thereunder.
7. Miscellaneous.
7.1 Term of Agreement.
(a) The term of the Agreement is unlimited unless it shall be
terminated as provided in this Section 7.1. The Fund may terminate the Agreement
at any time by so notifying the Auction Agent, provided that the Fund has
entered into an agreement in substantially the form of the Agreement with a
successor Auction Agent. The Auction Agent may terminate the Agreement upon
written notice to the Fund on the date specified in such notice, which date
shall be no earlier than 45 days after the date of delivery of such notice.
(b) Except as otherwise provided in this paragraph (b), the
respective rights and duties of the Fund and the Auction Agent under the
Agreement with respect to any series of MuniPreferred shall cease upon
termination of the Agreement with respect to such series. The Fund's
representations, warranties, covenants and obligations to the Auction Agent
under Sections 5 and 6.4 hereof shall survive the termination of the Agreement
with respect to any series of MuniPreferred. Upon termination of the Agreement
with respect to any series of MuniPreferred, the Auction Agent shall, at the
Fund's request, promptly deliver to the Fund copies of all books and records
maintained by it with respect to MuniPreferred in connection with its duties
hereunder.
18
7.2 Communications.
Except for (i) communications authorized to be by telephone
pursuant to the 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 address or telecopy number set forth below:
If to the Fund, [Name of Fund]
000 Xxxx Xxxxxx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxxxxx X. Xxxxxx,
Chairman of the Board
Telecopier No.: (000) 000-0000
Telephone No.: (000) 000-0000
If to the Auction Agent, to the
address or telecopy number set forth
in the Request and Acceptance
Letter,
or such other address or telecopy number as such party may hereafter specify for
such purpose by notice to the other party. Each such notice, request or
communication shall be effective when delivered at the address specified herein.
Communications shall be given on behalf of the Fund by a Fund Officer and on
behalf of the Auction Agent by telephone (confirmed by telecopy or in writing)
by an Authorized Officer.
7.3 Entire Agreement.
The Agreement contains the entire agreement between the
parties relating to, and superseding any prior agreement between the parties
relating to, the subject matter hereof, and there are no other representations,
endorsements, promises, agreements or understandings, oral, written or implied,
between the parties relating to the subject matter hereof except for agreements
relating to the compensation of the Auction Agent.
7.4 Benefits.
Nothing herein, express or implied, shall give to any Person,
other than the Fund, the Auction Agent and their respective successors and
assigns, any benefit of any legal or equitable right, remedy or claim hereunder.
19
7.5 Amendment; Waiver.
(a) The Agreement shall not be deemed or construed to be
modified, amended, rescinded, cancelled 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 either party hereto to exercise any right or
remedy hereunder in the event of a breach hereof by the other party shall not
constitute a waiver of any such right or remedy with respect to any subsequent
breach.
7.6 Successors and Assigns.
The Agreement shall be binding upon, inure to the benefit of,
and be enforceable by, the respective successors and assigns of each of the Fund
and the Auction Agent.
7.7 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 hereof.
7.8 Governing Law.
The Agreement shall be governed by and construed in accordance
with the laws of the State of New York.
If the Fund is a Massachusetts business trust, the following
provision is deemed to be included in the Basic Terms:
7.9 Declaration of Trust.
The Fund's Declaration is on file with the Secretary of State
of the Commonwealth of Massachusetts. This Agreement has been executed on behalf
of the Fund by the Vice President and Treasurer of the Fund acting in such
capacity and not individually, and the obligations of the Fund set forth in this
Agreement are not binding upon any of the Fund's trustees, officers or
shareholders individually, but are binding only upon the assets and property of
the Fund.
20
EXHIBIT A
FORM OF
BROKER-DEALER AGREEMENT
[INTENTIONALLY OMITTED]
EXHIBIT B
SETTLEMENT PROCEDURES
[INTENTIONALLY OMITTED]
EXHIBIT C
[NAME OF FUND]
NOTICE OF AUCTION DATE FOR
MUNICIPAL AUCTION RATE CUMULATIVE PREFERRED STOCK [SHARES]
("MuniPreferred(R)")
NOTICE IS HEREBY GIVEN that the Auction Date of the next
Auction for Series ___ of the Fund's MuniPreferred is scheduled to be
_______________, ____ and the next Dividend Payment Date for Series ___ of the
Fund's MuniPreferred will be __________________, ____.
[A Failure to Deposit in respect of the Series ___
MuniPreferred currently exists. If, prior to 12:00 noon, New York City time, on
the fourth Business Day preceding the next scheduled Auction Date of the Series
____ MuniPreferred, such Failure to Deposit is not cured or the applicable Late
Charge is not paid, the next Auction will not be held. Notice of the next
Auction for the Series ___ MuniPreferred will be delivered when such Failure to
Deposit is cured and the applicable Late Charge is paid.(1)]
[NAME OF FUND]
--------
(1) Include this language if a Failure to Deposit exists.
EXHIBIT D
[NAME OF FUND]
NOTICE OF PROPOSED CHANGE OF
LENGTH OF RATE PERIOD OF
MUNICIPAL AUCTION RATE CUMULATIVE PREFERRED STOCK [SHARES]
("MuniPreferred(R)")
[Name of Fund] (the "Fund") may exercise its option to
designate the Rate Period of its Series ____ MuniPreferred commencing [the first
day of the Special Rate Period] as a Special Rate Period.
By 11:00 A.M. on the second Business Day preceding the first
day of such proposed Special Rate Period, the Fund will notify
___________________ of either (a) its determination to exercise such option,
designating the length of such Special Rate Period for such series or (b) its
determination not to exercise such option.
[NAME OF FUND]
Dated: ___________________, ____
EXHIBIT E
[NAME OF FUND]
NOTICE OF CHANGE OF LENGTH OF RATE PERIOD
MUNICIPAL AUCTION RATE CUMULATIVE PREFERRED STOCK [SHARES]
("MuniPreferred(R)")
NOTICE IS HEREBY GIVEN that [NAME OF FUND] (the "Fund") has
determined to designate the Rate Period of its Series ____ MuniPreferred
commencing on [the first day of the Special Rate Period] as a Special Rate
Period.
The Special Rate Period will be __________ [Rate Period Days].
The Auction Date for the Special Rate Period is [the Business
Day next preceding the first day of such Special Rate Period].
As a result of the Special Rate Period designation, the amount
of dividends payable on Series ____ MuniPreferred during the Special Rate Period
will be based on a 360-day year.
The Special Rate Period shall not commence if (a) an Auction
for shares of MuniPreferred shall not be held on such Auction Date for any
reason or (b) an Auction for shares of MuniPreferred shall be held on such
Auction Date but Sufficient Clearing Bids for such shares shall not exist in
such Auction.
The scheduled Dividend Payment Dates for such series of
MuniPreferred during such Special Rate Period will be _________________________.
[Special Redemption Provisions, if any]
Attached hereto is a MuniPreferred Basic Maintenance Report
showing that, as of the third Business Day next preceding such proposed Special
Rate Period, Moody's Eligible Assets (if Xxxxx'x is rating such shares of
MuniPreferred) and S&P Eligible Assets (if S&P is rating such shares of
MuniPreferred) each have an aggregate Discounted Value at least equal to the
MuniPreferred Basic Maintenance Amount as of such Business Day (assuming for
purposes of the foregoing calculation that (i) the Maximum Rate is the Maximum
Rate on such Business Day as if such Business Day were the Auction Date for the
proposed Special Rate Period, and (ii) the Moody's Discount Factors applicable
to Moody's Eligible Assets are determined by reference to
the first Moody's Exposure Period longer than the Moody's Exposure Period then
applicable to the Fund.)
[NAME OF FUND]
Dated: _____________, _____
E-2
EXHIBIT F
[NAME OF FUND]
NOTICE OF DETERMINATION NOT TO CHANGE
LENGTH OF RATE PERIOD OF
MUNICIPAL AUCTION RATE CUMULATIVE PREFERRED STOCK [SHARES]
("MuniPreferred(R)")
NOTICE IS HEREBY GIVEN that [NAME OF FUND] (the "Fund") has
determined not to exercise its option to designate a Special Rate Period of its
Series ___ MuniPreferred and the next succeeding Rate Period of such series will
be a Minimum Rate Period of ____ Rate Period Days.
[NAME OF FUND]
Dated: _______________, _____
EXHIBIT G
[NAME OF FUND]
NOTICE OF CURE OF
FAILURE TO DEPOSIT ON
MUNICIPAL AUCTION RATE CUMULATIVE PREFERRED STOCK [SHARES]
("MuniPreferred(R)")
NOTICE IS HEREBY GIVEN that [NAME OF FUND] (the "Fund") has
cured its Failure to Deposit and paid the applicable Late Charge with respect to
its Series ___ MuniPreferred. The dividend rate on the shares of Series ___
MuniPreferred for the current Dividend Period is _____________% per annum, the
Dividend Payment Date for the current Dividend Period is scheduled to be
_______________, ___ and the next Auction Date is scheduled to be
_______________, ___.
[NAME OF FUND]
Dated: ________________, ___
EXHIBIT H
[NAME OF FUND]
NOTICE OF CURE OF
FAILURE TO DEPOSIT ON
MUNICIPAL AUCTION RATE CUMULATIVE PREFERRED STOCK [SHARES]
("MuniPreferred(R)")
NOTICE IS HEREBY GIVEN that [NAME OF FUND] (the "Fund") has
cured its Failure to Deposit and paid the applicable Late Charge with respect to
its Series ____ MuniPreferred. The next Auction Date for the Series ____
MuniPreferred is scheduled to be on _________________, ___.
[NAME OF FUND]
Dated: _________________, ____
EXHIBIT I
[NAME OF FUND]
NOTICE OF
[CAPITAL GAINS] [AND] [TAXABLE ORDINARY INCOME](1)
DIVIDEND FOR
MUNICIPAL AUCTION RATE CUMULATIVE PREFERRED STOCK [SHARES]
("MuniPreferred(R)")
NOTICE IS HEREBY GIVEN that the amount of the dividend payable on
________________, 19____ for Series ____ of the Fund's MuniPreferred will be
determined by the Auction to be held on _______________, 19___. Up to [$ A ](2)
[$ B ](3) per share of the dividend payable on such date as determined by such
Auction will consist of [capital gains](2) [ordinary income taxable for Federal
income tax purposes](3). If the dividend amount payable on such date as
determined by such Auction is less than [$ A ](2) [$ B ](3) per share, the
entire amount of the dividend will consist of [capital gains](2) [ordinary
income taxable for Federal income tax purposes](3). [To the extent such dividend
amount exceeds [$ A ] per share, any excess up to [$ B ] per share will consist
of ordinary income taxable for Federal income tax purposes.](4) Accordingly, the
aforementioned composition of the dividend payable on _______________, ___
should be considered in determining Orders to be submitted with respect to the
Auction to be held on ________________, __. The Rate Multiple in effect for
such Auction will be ____%.
[NAME OF FUND]
--------
(1) Include language with respect to capital gains, taxable ordinary
income or both, depending on the character of the designation to be made with
respect to the dividend(s).
(2) Include bracketed material if a portion of the dividend will be
designated capital gains.
(3) Include bracketed material if a portion of the dividend will be
designated ordinary income taxable for Federal income tax purposes and no
portion of the dividend will be designated capital gains.
(4) Include bracketed material if a portion of the dividend will be
designated capital gains and a portion will be designated ordinary income
taxable for Federal income tax purposes.
(Footnotes continued)
A = the maximum amount of capital gains allocated to such series of
MuniPreferred to be included in such dividend, divided by the number of
shares of MuniPreferred.
B = the maximum amount of ordinary income taxable for Federal income tax
purposes allocated to such series of MuniPreferred to be included in
such dividend, divided by the number of shares in such series.
I-2
