Common use of Service Charge to Be Paid to BD Clause in Contracts

Service Charge to Be Paid to BD. On the Business Day next succeeding each Auction Date, the Auction Agent shall pay to BD from moneys received from the Funds an amount equal to: (a) in the case of any Auction Date immediately preceding a Dividend Period of less than one year, the product of (i) a fraction the numerator of which is the number of days in such Dividend Period (calculated by counting the first day of such Dividend Period but excluding the last day thereof) and the denominator of which is 360, times (ii) 1/4 of 1%, times (iii) $25,000, times (iv) the sum of (A) the aggregate number of shares of any series of Preferred Shares placed by BD in the applicable Auction that were (x) the subject of a Submitted Bid of a Beneficial Owner submitted by BD and continued to be held as a result of such submission and (y) the subject of a Submitted Bid of a Potential Beneficial Owner submitted by BD and were purchased as a result of such submission plus (B) the aggregate number of shares of any series of Preferred Shares subject to valid Hold Orders (determined in accordance with Section 2 of Part II of the Articles Supplementary) submitted to the Auction Agent by BD plus (C) the number of shares of any series of Preferred Shares deemed to be subject to Hold Orders by Beneficial Owners pursuant to Section 2 of Part II of the Articles Supplementary that were acquired by BD for its own account or were acquired by such Beneficial Owners through BD; and (b) in the case of any Auction Date immediately preceding a Special Dividend Period of one year or longer, that amount as mutually agreed upon by the Funds and BD, based on the selling concession that would be applicable to an underwriting of fixed or variable rate Preferred Shares with a similar final maturity or variable rate dividend period, at the commencement of such Special Dividend Period. For purposes of subclause (a)(iv)(C) of the foregoing sentence, if any Beneficial Owner who acquired shares of any series of Preferred Shares through BD transfers those shares to another Person other than pursuant to an Auction, then the Broker-Dealer for the shares so transferred shall continue to be BD, provided, however, that if the transfer was effected by, or if the transferee is, a Broker-Dealer other than BD, then such Broker-Dealer shall be the Broker-Dealer for such shares.

Service Charge to Be Paid to BD. On the Business Day next succeeding each Auction Date, the Auction Agent shall pay to BD from moneys received from the Funds Trust an amount equal to: (a) in the case of any Auction Date immediately preceding a Dividend Period of less than one year7 days or less, the product of (i) a fraction the numerator of which is the number of days in such Dividend Period (calculated by counting the first day of such Dividend Period but excluding the last day thereof) and the denominator of which is 360365, times (ii) 1/4 of 1%, times (iii) $25,000, times (iv) the sum of (A) the aggregate number of shares of any series of Preferred Shares APS placed by BD in the applicable Auction that were (x) the subject of a Submitted Bid of a Beneficial Owner submitted by BD and continued to be held as a result of such submission and (y) the subject of a Submitted Bid of a Potential Beneficial Owner submitted by BD and were purchased as a result of such submission plus (B) the aggregate number of shares of any series of Preferred Shares APS subject to valid Hold Orders (determined in accordance with Section 2 10 of Part II Article VII of the Articles SupplementaryAmended By-laws) submitted to the Auction Agent by BD plus (C) the number of shares of any series of Preferred Shares APS deemed to be subject to Hold Orders by Beneficial Owners pursuant to Section 2 10 of Part II Article VII of the Articles Supplementary Amended By-laws that were acquired by BD for its own account or were acquired by such Beneficial Owners through BD; and (b) in the case of any Auction Date immediately preceding a Special Dividend Period of one year or longerPeriod, that amount as mutually agreed upon by the Funds Trust and BD, based on the selling concession that would be applicable to an underwriting of fixed or variable rate Preferred Shares preferred shares with a similar final maturity or variable rate dividend period, at the commencement of such Special Dividend Period. For purposes of subclause sub-clause (a)(iv)(C) of the foregoing sentence, if any Beneficial Owner who acquired shares of any series of Preferred Shares APS through BD transfers those shares to another Person other than pursuant to an Auction, then the Broker-Dealer for the shares so transferred shall continue to be BD, provided, however, that if the transfer was effected by, or if the transferee is, a Broker-Dealer other than BD, then such Broker-Dealer shall be the Broker-Dealer for such shares.

Service Charge to Be Paid to BD. On the Business Day next succeeding each Auction DateDate for any series of MuniPreferred specified in, or on Schedule A to, the Request Letter of any Fund, the Auction Agent for such series shall pay to BD from moneys received from the Funds such Fund an amount equal to: to the product of (a) (i) in the case of any Auction Date immediately preceding a Dividend Rate Period of less such series consisting of 364 Rate Period Days or fewer, 1/4 of 1%, or (ii) in the case of any Auction Date immediately preceding a Rate Period of such series consisting of more than one year364 Rate Period Days, the product of such percentage as may be agreed upon by such Fund and BD with respect to such Rate Period, times (ib) a fraction fraction, the numerator of which is the number of days Rate Period Days in the Rate Period therefor beginning on such Dividend Period (calculated by counting the first day of such Dividend Period but excluding the last day thereof) Business Day and the denominator of which is 360365 if such Rate Period consists of 7 Rate Period Days and 360 for all other Rate Periods, times (iic) 1/4 of 1%, $25,000 times (iii) $25,000, times (ivd) the sum of (Ai) the aggregate number of shares of any such series of Preferred Shares placed by BD in the applicable such Auction that were (xA) the subject of a Submitted Bid Bids of a Beneficial Owner Existing Holders submitted by BD and continued to be held as a result of such submission and (yB) the subject of a Submitted Bid Bids of a Potential Beneficial Owner Holders submitted by BD and were purchased as a result of such submission plus (Bii) the aggregate number of shares of any such series of Preferred Shares subject to valid Hold Orders (determined in accordance with paragraph (d) of Section 2 of Part II of the Articles SupplementaryAuction Procedures) submitted to the Auction Agent by BD plus (Ciii) the number of shares of any series of Preferred Shares MuniPreferred deemed to be subject to Hold Orders by Beneficial Owners of Existing Holders pursuant to paragraph (c) of Section 2 of Part II the Auction Procedures of the Articles Supplementary such Fund that were acquired by BD for its own account or were acquired by such BD for its customers who are Beneficial Owners through BD; and (b) in the case of any Auction Date immediately preceding a Special Dividend Period of one year or longer, that amount as mutually agreed upon by the Funds and BD, based on the selling concession that would be applicable to an underwriting of fixed or variable rate Preferred Shares with a similar final maturity or variable rate dividend period, at the commencement of such Special Dividend PeriodOwners. For purposes of subclause (a)(iv)(Cd)(iii) of the foregoing sentenceparagraph, if any Existing Holder or Beneficial Owner who acquired shares of any series of Preferred Shares MuniPreferred through BD transfers those shares to another Person other than pursuant to an Auction, then the Broker-Dealer for the shares so transferred shall continue to be BD, ; provided, however, that if the transfer was effected by, or if the transferee is, a Broker-Dealer other than BD, then such Broker-Broker- Dealer shall be the Broker-Dealer for such shares.

Service Charge to Be Paid to BD. On the Business Day next succeeding ------------------------------- each Auction Date, the Auction Agent shall pay to BD from moneys received from the Funds Company an amount equal to: (a) in the case of any Auction Date immediately preceding a 7-Day Dividend Period of less than one yearor 28-Day Dividend Period, the product of (i) a fraction the numerator of which is the number of days in such Dividend Period (calculated by counting the first day of such Dividend Period but excluding the last day thereof) and the denominator of which is 360, times (ii) 1/4 of 1%, times (iii) $25,000, times (iv) the sum of (A) the aggregate number of shares of any series of Preferred Shares AMPS placed by BD in the applicable Auction that were (x) the subject of a Submitted Bid of a Beneficial Owner submitted by BD and continued to be held as a result of such submission and (y) the subject of a Submitted Bid of a Potential Beneficial Owner submitted by BD and were purchased as a result of such submission plus (B) the aggregate number of shares of any series of Preferred Shares AMPS subject to valid Hold Orders (determined in accordance with Section 2 of Part II Paragraph 10 of the Articles Supplementary) submitted to the Auction Agent by BD plus (C) the number of shares of any series of Preferred Shares AMPS deemed to be subject to Hold Orders by Beneficial Owners pursuant to Section 2 of Part II Paragraph 10 of the Articles Supplementary that were acquired by BD for its own account or were acquired by such Beneficial Owners through BD; and (b) in the case of any Auction Date immediately preceding a Special Dividend Period of one year or longerPeriod, that amount as mutually agreed upon by the Funds Company and BD, based on the selling concession that would be applicable to an underwriting of fixed or variable rate Preferred Shares preferred shares with a similar final maturity or variable rate dividend period, at the commencement of such Special Dividend Period. For purposes of subclause (a)(iv)(C) of the foregoing sentence, if any Beneficial Owner who acquired shares of any series of Preferred Shares AMPS through BD transfers those shares to another Person other than pursuant to an Auction, then the Broker-Dealer for the shares so transferred shall continue to be BD, provided, however, that if the transfer was effected by, or if the transferee is, a Broker-Dealer other than BD, then such Broker-Dealer shall be the Broker-Dealer for such shares.

Service Charge to Be Paid to BD. On the Business Day next succeeding each Auction DateDate for any series of FundPreferred shares of any Fund specified in the Request Letter of any Fund, the Auction Agent for such series shall pay to BD from moneys received from the Funds such Fund an amount equal to: to the product of (a) (i) in the case of any Auction Date immediately preceding a Dividend Rate Period of less such series consisting of 364 Rate Period Days or fewer, 1/4 of 1%, or (ii) in the case of any Auction Date immediately preceding a Rate Period of such series consisting of more than one year364 Rate Period Days, the product of such percentage as may be agreed upon by such Fund and BD with respect to such Rate Period, times (ib) a fraction fraction, the numerator of which is the number of days Rate Period Days in the Rate Period therefor beginning on such Dividend Period (calculated by counting the first day of such Dividend Period but excluding the last day thereof) Business Day and the denominator of which is 360365 if such Rate Period consists of 7 Rate Period Days and 360 for all other Rate Periods, times (iic) 1/4 of 1%, $25,000 times (iii) $25,000, times (ivd) the sum of (Ai) the aggregate number of shares of any such series of Preferred Shares placed by BD in the applicable such Auction that were (xA) the subject of a Submitted Bid Bids of a Beneficial Owner Existing Holders submitted by BD and continued to be held as a result of such submission and (yB) the subject of a Submitted Bid Bids of a Potential Beneficial Owner Holders submitted by BD and were purchased as a result of such submission plus (Bii) the aggregate number of shares of any such series of Preferred Shares subject to valid Hold Orders (determined in accordance with paragraph (d) of Section 2 of Part II of the Articles SupplementaryAuction Procedures) submitted to the Auction Agent by BD plus (Ciii) the number of FundPreferred shares of any series of Preferred Shares deemed to be subject to Hold Orders by Beneficial Owners of Existing Holders pursuant to paragraph (c) of Section 2 of Part II the Auction Procedures of the Articles Supplementary such Fund that were acquired by BD for its own account or were acquired by such BD for its customers who are Beneficial Owners through BD; and (b) in the case of any Auction Date immediately preceding a Special Dividend Period of one year or longer, that amount as mutually agreed upon by the Funds and BD, based on the selling concession that would be applicable to an underwriting of fixed or variable rate Preferred Shares with a similar final maturity or variable rate dividend period, at the commencement of such Special Dividend PeriodOwners. For purposes of subclause (a)(iv)(Cd)(iii) of the foregoing sentenceparagraph, if any Existing Holder or Beneficial Owner who acquired shares of any series of Preferred Shares FundPreferred shares through BD transfers those shares to another Person other than pursuant to an Auction, then the Broker-Dealer for the shares so transferred shall continue to be BD, ; provided, however, that if the transfer was effected by, or if the transferee is, a Broker-Dealer other than BD, then such Broker-Dealer shall be the Broker-Dealer for such shares.

Service Charge to Be Paid to BD. On the Business Day next succeeding each Auction DateDate for any series of ATP, the Auction Agent shall pay to BD from moneys received from the Funds Fund an amount equal to: to (aa)(i) in the case of any Auction Date for any series of ATP immediately preceding a Dividend Period of such series consisting of less than one year, 1/4 of 1% unless otherwise advised by the Fund in writing or (ii) in the case of any Auction Date immediately preceding a Dividend Period of less than such series consisting of one yearyear or more, a percentage agreed upon in writing by the product of Fund and the Broker-Dealers times (ib) a fraction fraction, the numerator of which is the number of days in such the Dividend Period (calculated by counting the first day of for such Dividend Period but excluding the last day thereof) series beginning on such Business Day and the denominator of which is 360, times (iic) 1/4 of 1%, the liquidation preference per share for such series times (iii) $25,000, times (iv) the sum of (Ad) the aggregate number of Outstanding shares of any such series of Preferred Shares placed by BD in the applicable such Auction that (for this purpose shares will be deemed placed by BD if such shares were (xi) the subject of a Submitted Bid Hold Orders deemed to have been made by Existing Holders and were acquired by such Existing Holders through BD or (ii) the subject of a Beneficial Owner an Order submitted by BD and continued that is (A) a Submitted Order of an Existing Holder that resulted in such Existing Holder continuing to be held hold such shares as a result of such submission and the Auction or (yB) the subject of a Submitted Bid Order of a Potential Beneficial Owner submitted by BD and were purchased Holder that resulted in such Potential Holder purchasing such shares as a result of such submission plus (B) the aggregate number of shares of any series of Preferred Shares subject to valid Hold Orders (determined in accordance with Section 2 of Part II of the Articles Supplementary) submitted to the Auction Agent by BD plus or (C) a valid Hold Order; provided that in the number event an Auction scheduled to occur on an Auction Date fails to occur for any reason while the ATP remains Outstanding, BD will be entitled to service charges as if the Auction had occurred and all Holders of shares of any series of Preferred Shares deemed to be subject to placed by them submitted valid Hold Orders by Beneficial Owners pursuant to Section 2 of Part II of the Articles Supplementary that were acquired by BD for its own account or were acquired by such Beneficial Owners through BD; and (b) in the case of any Auction Date immediately preceding a Special Dividend Period of one year or longer, that amount as mutually agreed upon by the Funds and BD, based on the selling concession that would be applicable to an underwriting of fixed or variable rate Preferred Shares with a similar final maturity or variable rate dividend period, at the commencement of such Special Dividend PeriodOrders). For purposes of subclause (a)(iv)(Cd)(i) of the foregoing sentenceparagraph, if any Beneficial Owner Existing Holder who acquired shares of any series of Preferred Shares ATP through BD transfers those shares to another Person other than pursuant to an Auction, then the Broker-Dealer for the such Existing Holder shall be deemed to have acquired such shares so transferred shall continue to be BD, provided, however, that if through BD unless the transfer was effected affected by, or if the transferee is, a Broker-Dealer other than BD, then such Broker-Dealer shall be the Broker-Dealer for such shares.

Service Charge to Be Paid to BD. On the Business Day next succeeding each Auction DateDate for any series of MuniPreferred specified in, or on Schedule A to, the Request Letter of any Fund, the Auction Agent for such series shall pay to BD from moneys received from the Funds such Fund an amount equal to: to the product of (a) (i) in the case of any Auction Date immediately preceding a Dividend Rate Period of less such series consisting of 364 Rate Period Days or fewer, 1/4 of 1%, or (ii) in the case of any Auction Date immediately preceding a Rate Period of such series consisting of more than one year364 Rate Period Days, the product of such percentage as may be agreed upon by such Fund and BD with respect to such Rate Period, times (ib) a fraction fraction, the numerator of which is the number of days Rate Period Days in the Rate Period therefor beginning on such Dividend Period (calculated by counting the first day of such Dividend Period but excluding the last day thereof) Business Day and the denominator of which is 360365 if such Rate Period consists of 7 Rate Period Days and 360 for all other Rate Periods, times (iic) 1/4 of 1%, $25,000 times (iii) $25,000, times (ivd) the sum of (Ai) the aggregate number of shares of any such series of Preferred Shares placed by BD in the applicable such Auction that were (xA) the subject of a Submitted Bid Bids of a Beneficial Owner Existing Holders submitted by BD and continued to be held as a result of such submission and (yB) the subject of a Submitted Bid Bids of a Potential Beneficial Owner Holders submitted by BD and were purchased as a result of such submission plus (Bii) the aggregate number of shares of any such series of Preferred Shares subject to valid Hold Orders (determined in accordance with paragraph (d) of Section 2 of Part II of the Articles SupplementaryAuction Procedures) submitted to the Auction Agent by BD plus (Ciii) the number of shares of any series of Preferred Shares MuniPreferred deemed to be subject to Hold Orders by Beneficial Owners of Existing Holders pursuant to paragraph (c) of Section 2 of Part II the Auction Procedures of the Articles Supplementary such Fund that were acquired by BD for its own account or were acquired by such BD for its customers who are Beneficial Owners through BD; and (b) in the case of any Auction Date immediately preceding a Special Dividend Period of one year or longer, that amount as mutually agreed upon by the Funds and BD, based on the selling concession that would be applicable to an underwriting of fixed or variable rate Preferred Shares with a similar final maturity or variable rate dividend period, at the commencement of such Special Dividend PeriodOwners. For purposes of subclause (a)(iv)(Cd)(iii) of the foregoing sentenceparagraph, if any Existing Holder or Beneficial Owner who acquired shares of any series of Preferred Shares MuniPreferred through BD transfers those shares to another Person other than pursuant to an Auction, then the Broker-Dealer for the shares so transferred shall continue to be BD, ; provided, however, that if the transfer was effected by, or if the transferee is, a Broker-Dealer other than BD, then such Broker-Dealer shall be the Broker-Dealer for such shares.

Service Charge to Be Paid to BD. On the Business Day next succeeding each Auction Date, the Auction Agent shall pay to BD from moneys received from the Funds Fund an amount equal to: (a) in the case of any Auction Date immediately preceding a Dividend Period of less than one year, the product of (i) a fraction the numerator of which is the number of days in such Dividend Period (calculated by counting the first day of such Dividend Period but excluding the last day thereof) and the denominator of which is 360, times (ii) 1/4 of 1%, times (iii) $25,000, times (iv) the sum of (A) the aggregate number of shares of any series of Preferred Shares placed by BD in the applicable Auction that were (x) the subject of a Submitted Bid of a Beneficial Owner submitted by BD and continued to be held as a result of such submission and (y) the subject of a Submitted Bid of a Potential Beneficial Owner submitted by BD and were purchased as a result of such submission plus (B) the aggregate number of shares of any series of Preferred Shares subject to valid Hold Orders (determined in accordance with Section 2 of Part II of the Articles Supplementary) submitted to the Auction Agent by BD plus (C) the number of shares of any series of Preferred Shares deemed to be subject to Hold Orders by Beneficial Owners pursuant to Section 2 of Part II of the Articles Supplementary that were acquired by BD for its own account or were acquired by such Beneficial Owners through BD; and (b) in the case of any Auction Date immediately preceding a Special Dividend Rate Period of one year or longer, that amount as mutually agreed upon by the Funds Fund and BD, based on the selling concession that would be applicable to an underwriting of fixed or variable rate Preferred Shares preferred shares with a similar final maturity or variable rate dividend period, at the commencement of such Special Dividend Rate Period. For purposes of subclause (a)(iv)(C) of the foregoing sentence, if any Beneficial Owner who acquired shares of any series of Preferred Shares through BD transfers those shares to another Person other than pursuant to an Auction, then the Broker-Dealer for the shares so transferred shall continue to be BD, providedPROVIDED, howeverHOWEVER, that if the transfer was effected by, or if the transferee is, a Broker-Dealer other than BD, then such Broker-Dealer shall be the Broker-Dealer for such shares.

Service Charge to Be Paid to BD. On the Business Day next succeeding each Auction Date, the Auction Agent shall pay to BD from moneys received from the Funds Trust an amount equal to: (a) in the case of any Auction Date immediately preceding a Dividend Period of less than one year, the product of (i) a fraction the numerator of which is the number of days in such Dividend Period (calculated by counting the first day of such Dividend Period but excluding the last day thereof) and the denominator of which is 360, times (ii) 1/4 of 1%, times (iii) $25,000, times (iv) the sum of (A) the aggregate number of shares of any series of Preferred Shares placed by BD in the applicable Auction that were (x) the subject of a Submitted Bid of a Beneficial Owner submitted by BD and continued to be held as a result of such submission and (y) the subject of a Submitted Bid of a Potential Beneficial Owner submitted by BD and were purchased as a result of such submission plus (B) the aggregate number of shares of any series of Preferred Shares subject to valid Hold Orders (determined in accordance with Section 2 of Part II of the Articles SupplementaryCertificate) submitted to the Auction Agent by BD plus (C) the number of shares of any series of Preferred Shares deemed to be subject to Hold Orders by Beneficial Owners pursuant to Section 2 of Part II of the Articles Supplementary Certificate that were acquired by BD for its own account or were acquired by such Beneficial Owners through BD; and (b) in the case of any Auction Date immediately preceding a Special Dividend Rate Period of one year or longer, that amount as mutually agreed upon by the Funds Trust and BD, based on the selling concession that would be applicable to an underwriting of fixed or variable rate Preferred Shares preferred shares with a similar final maturity or variable rate dividend period, at the commencement of such Special Dividend Rate Period. For purposes of subclause (a)(iv)(C) of the foregoing sentence, if any Beneficial Owner who acquired shares of any series of Preferred Shares through BD transfers those shares to another Person other than pursuant to an Auction, then the Broker-Dealer for the shares so transferred shall continue to be BD, provided, however, that if the transfer was effected by, or if the transferee is, a Broker-Dealer other than BD, then such Broker-Dealer shall be the Broker-Dealer for such shares.

Service Charge to Be Paid to BD. On the Business Day next succeeding each Auction DateDate for any series of Preferred Shares of any Fund specified in the Request Letter of any Fund, the Auction Agent for such series shall pay to BD from moneys received from the Funds such Fund an amount equal to: to the product of (a) (i) in the case of any Auction Date immediately preceding a Dividend Rate Period of less such series consisting of 364 Rate Period Days or fewer, 1/4 of 1%, or (ii) in the case of any Auction Date immediately preceding a Rate Period of such series consisting of more than one year364 Rate Period Days, the product of such percentage as may be agreed upon by such Fund and BD with respect to such Rate Period, times (ib) a fraction fraction, the numerator of which is the number of days Rate Period Days in the Rate Period therefor beginning on such Dividend Period (calculated by counting the first day of such Dividend Period but excluding the last day thereof) Business Day and the denominator of which is 360365 if such Rate Period consists of 7 Rate Period Days and 360 for all other Rate Periods, times (iic) 1/4 of 1%, $25,000 times (iii) $25,000, times (ivd) the sum of (Ai) the aggregate number of shares of any such series of Preferred Shares placed by BD in the applicable such Auction that were (xA) the subject of a Submitted Bid Bids of a Beneficial Owner Existing Holders submitted by BD and continued to be held as a result of such submission and (yB) the subject of a Submitted Bid Bids of a Potential Beneficial Owner Holders submitted by BD and were purchased as a result of such submission plus (Bii) the aggregate number of shares of any such series of Preferred Shares subject to valid Hold Orders (determined in accordance with paragraph (d) of Section 2 of Part II of the Articles SupplementaryAuction Procedures) submitted to the Auction Agent by BD plus (Ciii) the number of shares of any series of Preferred Shares deemed to be subject to Hold Orders by Beneficial Owners of Existing Holders pursuant to paragraph (c) of Section 2 of Part II the Auction Procedures of the Articles Supplementary such Fund that were acquired by BD for its own account or were acquired by such BD for its customers who are Beneficial Owners through BD; and (b) in the case of any Auction Date immediately preceding a Special Dividend Period of one year or longer, that amount as mutually agreed upon by the Funds and BD, based on the selling concession that would be applicable to an underwriting of fixed or variable rate Preferred Shares with a similar final maturity or variable rate dividend period, at the commencement of such Special Dividend PeriodOwners. For purposes of subclause (a)(iv)(Cd)(iii) of the foregoing sentenceparagraph, if any Existing Holder or Beneficial Owner who acquired shares of any series of Preferred Shares through BD transfers those shares to another Person other than pursuant to an Auction, then the Broker-Dealer for the shares so transferred shall continue to be BD, ; provided, however, that if the transfer was effected by, or if the transferee is, a Broker-Dealer other than BD, then such Broker-Dealer shall be the Broker-Dealer for such shares.

Service Charge to Be Paid to BD. On the Business Day next succeeding each Auction Date, the Auction Agent shall pay to BD from moneys received from the Funds Company an amount equal to: (a) in the case of any Auction Date immediately preceding a 7-Day Dividend Period of less than one yearor 28-Day Dividend Period, the product of (i) a fraction the numerator of which is the number of days in such Dividend Period (calculated by counting the first day of such Dividend Period but excluding the last day thereof) and the denominator of which is 360, times (ii) 1/4 of 1%, times (iii) $25,000, times (iv) the sum of (A) the aggregate number of shares of any series of Preferred Shares AMPS placed by BD in the applicable Auction that were (x) the subject of a Submitted Bid of a Beneficial Owner submitted by BD and continued to be held as a result of such submission and (y) the subject of a Submitted Bid of a Potential Beneficial Owner submitted by BD and were purchased as a result of such submission plus (B) the aggregate number of shares of any series of Preferred Shares AMPS subject to valid Hold Orders (determined in accordance with Section 2 of Part II Paragraph 10 of the Articles Supplementary) submitted to the Auction Agent by BD plus (C) the number of shares of any series of Preferred Shares AMPS deemed to be subject to Hold Orders by Beneficial Owners pursuant to Section 2 of Part II Paragraph 10 of the Articles Supplementary that were acquired by BD for its own account or were acquired by such Beneficial Owners through BD; and (b) in the case of any Auction Date immediately preceding a Special Dividend Period of one year or longerPeriod, that amount as mutually agreed upon by the Funds Company and BD, based on the selling concession that would be applicable to an underwriting of fixed or variable rate Preferred Shares preferred shares with a similar final maturity or variable rate dividend period, at the commencement of such Special Dividend Period. For purposes of subclause (a)(iv)(C) of the foregoing sentence, if any Beneficial Owner who acquired shares of any series of Preferred Shares through BD transfers those shares to another Person other than pursuant to an Auction, then the Broker-Dealer for the shares so transferred shall continue to be BD, provided, however, that if the transfer was effected by, or if the transferee is, a Broker-Dealer other than BD, then such Broker-Dealer shall be the Broker-Dealer for such shares.

Service Charge to Be Paid to BD. On the Business Day next succeeding each Auction Date, the Auction Agent shall pay to BD from moneys received from the Funds Company an amount equal to: (a) in the case of any Auction Date immediately preceding a 7-Day Dividend Period of less than one yearor 28-Day Dividend Period, the product of (i) a fraction the numerator of which is the number of days in such Dividend Period (calculated by counting the first day of such Dividend Period but excluding the last day thereof) and the denominator of which is 360, times (ii) 1/4 of 1%, times (iii) $25,000, times (iv) the sum of (A) the aggregate number of shares of any series of Preferred Shares AMPS placed by BD in the applicable Auction that were (x) the subject of a Submitted Bid of a Beneficial Owner submitted by BD and continued to be held as a result of such submission and (y) the subject of a Submitted Bid of a Potential Beneficial Owner submitted by BD and were purchased as a result of such submission plus (B) the aggregate number of shares of any series of Preferred Shares AMPS subject to valid Hold Orders (determined in accordance with Section 2 of Part II Paragraph 10 of the Articles Supplementary) submitted to the Auction Agent by BD plus (C) the number of shares of any series of Preferred Shares AMPS deemed to be subject to Hold Orders by Beneficial Owners pursuant to Section 2 of Part II Paragraph 10 of the Articles Supplementary that were acquired by BD for its own account or were acquired by such Beneficial Owners through BD; and (b) in the case of any Auction Date immediately preceding a Special Dividend Period of one year or longerPeriod, that amount as mutually agreed upon by the Funds Company and BD, based on the selling concession that would be applicable to an underwriting of fixed or variable rate Preferred Shares preferred shares with a similar final maturity or variable rate dividend period, at the commencement of such Special Dividend Period. For purposes of subclause (a)(iv)(C) of the foregoing sentence, if any Beneficial Owner who acquired shares of any series of Preferred Shares AMPS through BD transfers those shares to another Person other than pursuant to an Auction, then the Broker-Dealer for the shares so transferred shall continue to be BD, provided, however, that if the transfer was effected by, or if the transferee is, a Broker-Dealer other than BD, then such Broker-Dealer shall be the Broker-Dealer for such shares.

Service Charge to Be Paid to BD. On the Business Day next succeeding each Auction Date, the Auction Agent shall pay to BD from moneys received from the Funds Trust an amount equal to: (a) in the case of any Auction Date immediately preceding a Dividend Period of less than one year7 days or less, the product of (i) a fraction the numerator of which is the number of days in such Dividend Period (calculated by counting the first day of such Dividend Period but excluding the last day thereof) and the denominator of which is 360, times (ii) 1/4 of 1%, times (iii) $25,000, times (iv) the sum of (A) the aggregate number of shares of any series of Preferred Shares APS placed by BD in the applicable Auction that were (x) the subject of a Submitted Bid of a Beneficial Owner submitted by BD and continued to be held as a result of such submission and (y) the subject of a Submitted Bid of a Potential Beneficial Owner submitted by BD and were purchased as a result of such submission plus (B) the aggregate number of shares of any series of Preferred Shares APS subject to valid Hold Orders (determined in accordance with Section 2 10 of Part II Article VII of the Articles SupplementaryAmended By-laws) submitted to the Auction Agent by BD plus (C) the number of shares of any series of Preferred Shares APS deemed to be subject to Hold Orders by Beneficial Owners pursuant to Section 2 10 of Part II Article VII of the Articles Supplementary Amended By-laws that were acquired by BD for its own account or were acquired by such Beneficial Owners through BD; and (b) in the case of any Auction Date immediately preceding a Special Dividend Period of one year or longerPeriod, that amount as mutually agreed upon by the Funds Trust and BD, based on the selling concession that would be applicable to an underwriting of fixed or variable rate Preferred Shares preferred shares with a similar final maturity or variable rate dividend period, at the commencement of such Special Dividend Period. For purposes of subclause (a)(iv)(C) of the foregoing sentence, if any Beneficial Owner who acquired shares of any series of Preferred Shares APS through BD transfers those shares to another Person other than pursuant to an Auction, then the Broker-Dealer for the shares so transferred shall continue to be BD, provided, however, that if the transfer was effected by, or if the transferee is, a Broker-Dealer other than BD, then such Broker-Dealer shall be the Broker-Dealer for such shares.

Service Charge to Be Paid to BD. On the Business Day next succeeding (a) Not later than 3:00 P.M. on each Auction Dividend Payment Date, the Auction Agent shall pay to BD from moneys received from the Funds Fund an amount equal to: (a) in the case of any Auction Date immediately preceding a 7-day Dividend Period of less than one yearPeriod, the product of (i) a fraction the numerator of which is the number of days in such Dividend Period (calculated by counting the first day of such Dividend Period but excluding the last day thereof) and the denominator of which is 360365, times (ii) 1/4 of 1%, times (iii) $25,000, times (iv) the sum of (A) the aggregate number of shares of any series of Preferred Shares AMPS placed by BD in the applicable Auction that were either (x) the subject of a Submitted Bid of a Beneficial Owner submitted by BD and continued to be held as a result of such submission and or (y) the subject of a Submitted Bid of a Potential Beneficial Owner submitted by BD and were purchased as a result of such submission plus (B) the aggregate number of shares of any series of Preferred Shares AMPS subject to valid Hold Orders (determined in accordance with Section 2 of Part II 11.10(b) of the Articles SupplementaryAmended Bylaws) submitted to the Auction Agent by BD plus (C) the number of shares of any series of Preferred Shares AMPS deemed to be subject to Hold Orders by Beneficial Owners pursuant to Section 2 of Part II 11.10(b) of the Articles Supplementary Amended Bylaws that were acquired by BD for its own account or were acquired by such Beneficial Owners through BD; and (b) in the case of any Auction Date immediately preceding a Special Dividend Period of one year or longerPeriod, that amount as mutually agreed upon by the Funds Fund and BD, based on the selling concession that would be applicable to an underwriting of fixed or variable rate Preferred Shares preferred shares with a similar final maturity or variable rate dividend period, at the commencement of such Special Dividend Period. For purposes of subclause (a)(iv)(C) of the foregoing sentence, if any Beneficial Owner who acquired shares of any series of Preferred Shares AMPS through BD transfers those shares to another Person other than pursuant to an Auction, then the Broker-Dealer for the shares so transferred shall continue to be BD, provided, however, that if the transfer was effected by, or if the transferee is, a Broker-Dealer other than BD, then such Broker-Dealer shall be the Broker-Dealer for such shares.

Service Charge to Be Paid to BD. On the Business Day next succeeding each Auction Date, the Auction Agent shall pay to BD from moneys received from the Funds Company an amount equal to: (a) in the case of any Auction Date immediately preceding a 7-Day Dividend Period of less than one yearPeriod, the product of (i) a fraction the numerator of which is the number of days in such Dividend Period (calculated by counting the first day of such Dividend Period but excluding the last day thereof) and the denominator of which is 360, times (ii) 1/4 of 1%, times (iii) $25,000, times (iv) the sum of (A) the aggregate number of shares of any series of Preferred Shares AMPS placed by BD in the applicable Auction that were (x) the subject of a Submitted Bid of a Beneficial Owner submitted by BD and continued to be held as a result of such submission and (y) the subject of a Submitted Bid of a Potential Beneficial Owner submitted by BD and were purchased as a result of such submission plus (B) the aggregate number of shares of any series of Preferred Shares AMPS subject to valid Hold Orders (determined in accordance with Section 2 of Part II Paragraph 10 of the Articles Supplementary) submitted to the Auction Agent by BD plus (C) the number of shares of any series of Preferred Shares AMPS deemed to be subject to Hold Orders by Beneficial Owners pursuant to Section 2 of Part II Paragraph 10 of the Articles Supplementary that were acquired by BD for its own account or were acquired by such Beneficial Owners through BD; and (b) in the case of any Auction Date immediately preceding a Special Dividend Period of one year or longerPeriod, that amount as mutually agreed upon by the Funds Company and BD, based on the selling concession that would be applicable to an underwriting of fixed or variable rate Preferred Shares preferred shares with a similar final maturity or variable rate dividend period, at the commencement of such Special Dividend Period. For purposes of subclause (a)(iv)(C) of the foregoing sentence, if any Beneficial Owner who acquired shares of any series of Preferred Shares the AMPS through BD transfers those shares to another Person other than pursuant to an Auction, then the Broker-Dealer for the shares so transferred shall continue to be BD, provided, however, that if the transfer was effected by, or if the transferee is, a Broker-Dealer other than BD, then such Broker-Dealer shall be the Broker-Dealer for such shares.

Service Charge to Be Paid to BD. On each Interest Payment Date, for the Business Day next succeeding each Auction Dateterm of this Agreement, the Auction Agent shall pay to BD from moneys received from BD, pursuant to Section 3.05(b) of the Funds Auction Agency Agreement, a service charge for the succeeding Interest Period in an amount equal to: (a) in to the case sum of any Auction Date immediately preceding a Dividend Period of less than one year, the product of (ia) a fraction fraction, the numerator of which is the number of days in each Auction Period occurring during such Dividend Interest Period (calculated by counting or, in the first day case of such Dividend Period but excluding the last day thereofinitial Interest Period, the actual number of days elapsed since the date of delivery of the Auction Rate Notes) and the denominator of which is 360, times (iib) 1/4 of 1%, the Broker-Dealer Fee Rate times (iii) $25,000, times (ivc) the sum of (Ai) the sum of the aggregate number principal amount of shares of any series of Preferred Shares placed by BD in the applicable Auction Rate Notes that were (xA) the subject of a Submitted Bid Bids of a Beneficial Owner Existing Holders submitted by BD and continued to be held as a result of such submission and (yB) the subject of a Submitted Bid Bids of a Potential Beneficial Owner Holders submitted by BD and were purchased as a result of such submission plus and (Bii) the aggregate number principal amount of shares of any series of Preferred Shares the Auction Rate Notes subject to valid Hold Orders (determined in accordance with Section 2 of Part II of Appendix A to the Articles Supplementary2001B Supplemental Indenture) submitted to the Auction Agent by BD plus and (Ciii) the number principal amount of shares of any series of Preferred Shares the Auction Rate Notes deemed to be subject to Hold Orders by Beneficial Owners Existing Holders pursuant to Section 2 of Part II of Appendix A to the Articles Supplementary 2001B Supplemental Indenture that were acquired by such Existing Holders through BD for its own account or were acquired by such Beneficial Owners through BD; and (b) in the case of any Auction Date immediately preceding a Special Dividend Period of one year or longer, that amount as mutually agreed upon by the Funds and BD, based on the selling concession that would be applicable to an underwriting of fixed or variable rate Preferred Shares with a similar final maturity or variable rate dividend period, at the commencement of for such Special Dividend Auction Period. For purposes of subclause (a)(iv)(Cc)(iii) of the foregoing sentence, if any Beneficial Owner Existing Holder who acquired shares of any series of Preferred Shares Auction Rate Notes through BD transfers those shares Auction Rate Notes to another Person other than pursuant to an Auction, then the Broker-Dealer for the shares Auction Rate Notes so transferred shall continue to be BD, ; provided, however, that if the transfer was effected by, or if the transferee is, a Broker-Dealer other than BD, then such Broker-Dealer shall be the Broker-Dealer for such sharesAuction Rate Notes. If for any reason an Auction is not held on an Auction Date, there shall be no Broker-Dealer Fee applicable with respect to such Auction Date. The Broker-Dealer Fee Rate shall be .25 of 1% per annum. The Broker-Dealer Fee shall be payable solely out of amounts received by the Auction Agent pursuant to the Indenture. The Broker-Dealer Fee Rate shall be the prevailing rate received by broker-dealers for rendering comparable services to others. The Auction Agent shall advise NELNET-2, at NELNET-2's request, at least annually of its view of such then current prevailing rate. If the then current Broker-Dealer Fee Rate is not, in the opinion of NELNET-2 and the Auction Agent, the prevailing rate, NELNET-2 shall change the Broker-Dealer Fee Rate pursuant to the terms hereof and shall notify the Auction Agent and the Broker-Dealer in writing thereof. Any change in the Broker-Dealer Fee Rate shall be effective on the Auction Date next succeeding such change.

Service Charge to Be Paid to BD. On the Business Day next succeeding nextsucceeding each Auction DateDate for each series of Preferred Shares, the Auction Agent shall pay to BD from moneys received from the Funds Company an amount equal to: , (a) in the case of any Auction Date immediately preceding a any Dividend Period of less than one year28 days or less, the product of (i) a fraction the numerator of which is the number of days in such Dividend Period (calculated by counting the first day of such Dividend Period but excluding the last day thereof) and the denominator of which is 360365, times (ii) 1/4 of 1%, times (iii) $25,000, times (iv) the sum of (A) the aggregate number of shares of any such series of Preferred Shares placed by BD in the applicable Auction that were (x) the subject of a Submitted Bid of a Beneficial Owner an Existing Holder submitted by BD and continued to be held as a result of such submission and (y) the subject of a Submitted Bid of a Potential Beneficial Owner Holder submitted by BD and were purchased as a result of such submission plus (B) the aggregate number of shares of any such series of Preferred Shares subject to valid Hold Orders (determined in accordance with Section 2 of Part II Paragraph 11 of the Articles Supplementary) submitted to the Auction Agent by BD plus (C) the number of shares of any such series of Preferred Shares deemed to be subject to Hold Orders by Beneficial Owners Existing Holders pursuant to Section 2 of Part II Paragraph 11 of the Articles Supplementary that were acquired by such Existing Holders through BD for its own account or were acquired by such Beneficial Owners through BD; and (b) in the case of any Auction Date immediately preceding a Special any Dividend Period of one year 35 days or longermore, that amount as mutually agreed upon on by the Funds Company and BD, based on the a selling concession that would be applicable to an underwriting of fixed or variable rate Preferred Shares preferred shares with a similar final maturity or variable rate dividend period, respectively, at the commencement of the Dividend Period with respect to such Special Dividend PeriodAuction. For the purposes of subclause (a)(iv)(C) of the foregoing sentencecalculating any such fee, if any Beneficial Owner who acquired shares of any series of Preferred Shares through BD transfers those shares to another Person other than pursuant to an Auction, then the Broker-Dealer for the shares so transferred shall continue to will be BD, provided, however, that if the transfer was effected by, or if the transferee is, placed by a Broker-Dealer other than BD, then if such shares were (i) the subject of Hold Orders deemed to have been made by Existing Holders that were acquired by such Existing Holders through such Broker-Dealer shall be or (ii) the Broker-Dealer for subject of the following Orders submitted by such shares.Broker- Dealer: (A) a Submitted Bid of an Existing Holder that resulted in such Existing Holder continuing to hold such shares as a result of the Auction, (B) a Submitted Bid of a Potential Holder that resulted in such Potential Holder purchasing such shares as a result of the Auction or (C) a

Service Charge to Be Paid to BD. On the Business Day next succeeding each Auction Date, the Auction Agent shall pay to BD from moneys received from the Funds Trust an amount equal to: (a) in the case of any Auction Date immediately preceding a Dividend Period of less than one year, the product of (i) a fraction the numerator of which is the number of days in such Dividend Period (calculated by counting the first day of such Dividend Period but excluding the last day thereof) and the denominator of which is 360, times (ii) 1/4 of 1%, times (iii) $25,000, times (iv) the sum of (A) the aggregate number of shares of any series of Preferred Shares placed by BD in the applicable Auction that were (x) the subject of a Submitted Bid of a Beneficial Owner submitted by BD and continued to be held as a result of such submission and (y) the subject of a Submitted Bid of a Potential Beneficial Owner submitted by BD and were purchased as a result of such submission plus (B) the aggregate number of shares of any series of Preferred Shares subject to valid Hold Orders (determined in accordance with Section 2 of Part II of the Articles SupplementaryCertificate) submitted to the Auction Agent by BD plus (C) the number of shares of any series of Preferred Shares deemed to be subject to Hold Orders by Beneficial Owners pursuant to Section 2 of Part II of the Articles Supplementary Certificate that were acquired by BD for its own account or were acquired by such Beneficial Owners through BD; and (b) in the case of any Auction Date immediately preceding a Special Dividend Rate Period of one year or longer, that amount as mutually agreed upon by the Funds Trust and BD, based on the selling concession that would be applicable to an underwriting of 5 fixed or variable rate Preferred Shares preferred shares with a similar final maturity or variable rate dividend period, at the commencement of such Special Dividend Rate Period. For purposes of subclause (a)(iv)(C) of the foregoing sentence, if any Beneficial Owner who acquired shares of any series of Preferred Shares through BD transfers those shares to another Person other than pursuant to an Auction, then the Broker-Dealer for the shares so transferred shall continue to be BD, provided, however, that if the transfer was effected by, or if the transferee is, a Broker-Dealer other than BD, then such Broker-Dealer shall be the Broker-Dealer for such shares.

Service Charge to Be Paid to BD. On the Business Day next succeeding each Auction Date, the Auction Agent shall pay to BD from moneys received from the Funds Fund an amount equal to: to the product of (a) (i) in the case of any Auction Date immediately preceding a Dividend Rate Period of such series consisting of less than one year[ ] Dividend Periods, [ ] %, or (ii) in the product case of any Auction Date immediately preceding a Rate Period of such series consisting of [ ] or more Dividend Periods, a percentage agreed upon in writing by the Fund and the Broker-Dealers times (ib) a fraction fraction, the numerator of which is the number of days in the Rate Period therefor beginning on such Dividend Period (calculated by counting the first day of such Dividend Period but excluding the last day thereof) Business Day and the denominator of which is 360365 if such Rate Period is less than one year and 360 for all other Rate Periods, times (iic) 1/4 of 1%, $[ ] times (iii) $25,000, times (ivd) the sum of (A1) the aggregate number of shares of any such series of Preferred Shares placed by BD in the applicable such Auction that were (xA) the subject of a Submitted Bid Bids of a Beneficial Owner Existing Holders submitted by BD and continued to be held as a result of such submission and (yB) the subject of a Submitted Bid Bids of a Potential Beneficial Owner Holders submitted by BD and were purchased as a result of such submission plus (Bii) the aggregate number of shares of any such series of Preferred Shares subject to valid Hold Orders (determined in accordance with paragraph (d) of Section 2 of Part II 3 of the Articles SupplementaryAuction Procedures) submitted to the Auction Agent by BD plus (Ciii) the number of shares of any series of Preferred Shares APS deemed to be subject to Hold Orders by Beneficial Owners Existing Holders pursuant to paragraph (c) of Section 2 of Part II 3 of the Articles Supplementary Auction Procedures that were acquired by BD for its own account or were acquired by such Beneficial Owners Existing Holders through BD; and (b) in the case of any Auction Date immediately preceding a Special Dividend Period of one year or longer, that amount as mutually agreed upon by the Funds and BD, based on the selling concession that would be applicable to an underwriting of fixed or variable rate Preferred Shares with a similar final maturity or variable rate dividend period, at the commencement of such Special Dividend Period. For purposes of subclause (a)(iv)(Cd)(iii) of the foregoing sentenceparagraph, if any Beneficial Owner Existing Holder who acquired shares of any series of Preferred Shares APS through BD transfers those shares to another Person other than pursuant to an Auction, then the Broker-Dealer for the shares so transferred shall continue to be BD, ; provided, however, that if the transfer was effected by, or if the transferee is, a Broker-Dealer other than BD, then such Broker-Dealer shall be the Broker-Dealer for such shares.

Service Charge to Be Paid to BD. On the Business Day next succeeding each Auction DateDate for any series of MuniPreferred specified in, or on Schedule A to, the Request Letter of any Fund, the Auction Agent for such series shall pay to BD from moneys received from the Funds such Fund an amount equal to: to the product of (a) (i) in the case of any Auction Date immediately preceding a Dividend Rate Period of less such series consisting of 364 Rate Period Days or fewer, 1/4 of 1%, or (ii) in the case of any Auction Date immediately preceding a Rate Period of such series consisting of more than one year364 Rate Period Days, the product of such percentage as may be agreed upon by such Fund and BD with respect to such Rate Period, times (ib) a fraction fraction, the numerator of which is the number of days Rate Period Days in the Rate Period therefor beginning on such Dividend Period (calculated by counting the first day of such Dividend Period but excluding the last day thereof) Business Day and the denominator of which is 360365 if such Rate Period consists of 7 Rate Period Days and 360 for all other Rate Periods, times (iic) 1/4 of 1%, $50,000 times (iii) $25,000, times (ivd) the sum of (Ai) the aggregate number of shares of any such series of Preferred Shares placed by BD in the applicable such Auction that were (xA) the subject of a Submitted Bid Bids of a Beneficial Owner Existing Holders submitted by BD and continued to be held as a result of such submission and (yB) the subject of a Submitted Bid Bids of a Potential Beneficial Owner Holders submitted by BD and were purchased as a result of such submission plus (Bii) the aggregate number of shares of any such series of Preferred Shares subject to valid Hold Orders (determined in accordance with paragraph (d) of Section 2 of Part II of the Articles SupplementaryAuction Procedures) submitted to the Auction Agent by BD plus (Ciii) the number of shares of any series of Preferred Shares MuniPreferred deemed to be subject to Hold Orders by Beneficial Owners of Existing Holders pursuant to paragraph (c) of Section 2 of Part II the Auction Procedures of the Articles Supplementary such Fund that were acquired by BD for its own account or were acquired by such BD for its customers who are Beneficial Owners through BD; and (b) in the case of any Auction Date immediately preceding a Special Dividend Period of one year or longer, that amount as mutually agreed upon by the Funds and BD, based on the selling concession that would be applicable to an underwriting of fixed or variable rate Preferred Shares with a similar final maturity or variable rate dividend period, at the commencement of such Special Dividend PeriodOwners. For purposes of subclause (a)(iv)(Cd)(iii) of the foregoing sentenceparagraph, if any Existing Holder or Beneficial Owner who acquired shares of any series of Preferred Shares MuniPreferred through BD transfers those shares to another Person other than pursuant to an Auction, then the Broker-Dealer for the shares so transferred shall continue to be BD, ; provided, however, that if the transfer was effected by, or if the transferee is, a Broker-Dealer other than BD, then such Broker-Dealer shall be the Broker-Dealer for such shares.

Service Charge to Be Paid to BD. On the Business Day next succeeding each Auction Date, the Auction Agent shall pay to BD from moneys received from the Funds Company an amount equal to: (a) in the case of any Auction Date immediately preceding a 7-Day Dividend Period of less than one yearor 28-Day Dividend Period, the product of (i) a fraction the numerator of which is the number of days in such Dividend Period (calculated by counting the first day of such Dividend Period but excluding the last day thereof) and the denominator of which is 360, times (ii) 1/4 of 1%, times (iii) $25,000, times (iv) the sum of (A) the aggregate number of shares of any series of Preferred Shares AMPS placed by BD in the applicable Auction that were (x) the subject of a Submitted Bid of a Beneficial Owner submitted by BD and continued to be held as a result of such submission and (y) the subject of a Submitted Bid of a Potential Beneficial Owner submitted by BD and were purchased as a result of such submission plus (B) the aggregate number of shares of any series of Preferred Shares AMPS subject to valid Hold Orders (determined in accordance with Section 2 of Part II Paragraph 10 of the Articles Supplementary) submitted to the Auction Agent by BD plus (C) the number of shares of any series of Preferred Shares AMPS deemed to be subject to Hold Orders by Beneficial Owners pursuant to Section 2 of Part II Paragraph 10 of the Articles Supplementary that were acquired by BD for its own account or were acquired by such Beneficial Owners through BD; and (b) in the case of any Auction Date immediately preceding a Special Dividend Period of one year or longerPeriod, that amount as mutually agreed upon by the Funds Company and BD, based on the selling concession that would be applicable to an underwriting of fixed or variable rate Preferred Shares preferred shares with a similar final maturity or variable rate dividend period, at the commencement of such Special Dividend Period. For purposes of subclause (a)(iv)(C) of the foregoing sentence, if any Beneficial Owner who acquired shares of any series of Preferred Shares the AMPS through BD transfers those shares to another Person other than pursuant to an Auction, then the Broker-Dealer for the shares so transferred shall continue to be BD, provided, however, that if the transfer was effected by, or if the transferee is, a Broker-Dealer other than BD, then such Broker-Dealer shall be the Broker-Dealer for such shares.

Service Charge to Be Paid to BD. On the Business Day next succeeding each Auction Date, the Auction Agent shall pay to BD from moneys received from the Funds Fund an amount equal toto the product of : (a) (i) in the case of any Auction Date immediately preceding a Dividend Distribution Period consisting of less than one year, 1/4 of 1% or (ii) in the product case of any Auction Date immediately preceding a Distribution Period consisting of one year or more, a percentage agreed upon in writing by the Fund and the BD times (ib) a fraction the numerator of which is the number of days in such Dividend Distribution Period (calculated by counting the first day of beginning on such Dividend Period but excluding the last day thereof) Business Day and the denominator of which is 360, times (ii) 1/4 of 1%, times (iiic) $25,000, times (ivd) the sum of (Ai) the aggregate number of shares of any series of Preferred Shares placed by BD in the applicable Auction that were (xA) the subject of a Submitted Bid of a Beneficial Owner an Existing Holder submitted by BD and continued to be held as a result of such submission and (yB) the subject of a Submitted Bid of a Potential Beneficial Owner Holder submitted by BD and were purchased as a result of such submission plus (Bii) the aggregate number of shares of any series of Preferred Shares subject to valid Hold Orders (determined in accordance with paragraph (d) of Section 2 of Part II of Article X of the Articles SupplementaryBylaws) submitted to the Auction Agent by BD plus (Ciii) the number of shares of any series of Preferred Shares deemed to be subject to Hold Orders by Beneficial Owners Existing Holders pursuant to paragraph (c) of Section 2 of Part II of Article X of the Articles Supplementary Bylaws that were acquired by BD for its own account or were acquired by such BD for its customers who are Beneficial Owners through BD; and (b) in the case of any Auction Date immediately preceding a Special Dividend Period of one year or longer, that amount as mutually agreed upon by the Funds and BD, based on the selling concession that would be applicable to an underwriting of fixed or variable rate Preferred Shares with a similar final maturity or variable rate dividend period, at the commencement of such Special Dividend PeriodOwners. For purposes of subclause (a)(iv)(Cd)(iii) of the foregoing sentence, if any Existing Holder or Beneficial Owner who acquired shares of any series of Preferred Shares through BD transfers those shares to another Person other than pursuant to an Auction, then the Broker-Dealer for the shares so transferred shall continue to be BD, providedPROVIDED, howeverHOWEVER, that if the transfer was effected by, or if the transferee is, a Broker-Dealer other than BD, then such Broker-Dealer shall be the Broker-Dealer for such shares.

Service Charge to Be Paid to BD. (a) On the first Business Day next succeeding in the month of December 2002 and, thereafter, on the first Business Day of each Auction Datemonth during the term of this Agreement, the Auction Agent shall pay to BD from moneys received from the Funds Trustee pursuant to Section 3.5(b) of the Auction Agency Agreement, an amount for each Series of ARN equal to: (a) in the case of any Auction Date immediately preceding a Dividend Period of less than one year, to the product of (i) a fraction fraction, the numerator of which is the number of days in such Dividend Period (calculated by counting the first day of such Dividend Period but excluding the last day thereof) preceding month and the denominator of which is 360365/366 days, as applicable; times (ii) 1/4 of 1%, the Broker-Dealer Fee Rate; times (iii) $25,000the sum, times (iv) on the sum Auction Date for such Series of ARN during such preceding month of (A) the aggregate number principal amount of shares of any series of Preferred Shares the ARN placed by BD in the applicable such Auction that were (x1) the subject of a Submitted Bid Bids of a Beneficial Owner Existing Note Holders submitted by BD and continued to be held as a result of such submission submission, and (y2) the subject of a Submitted Bid Bids of a Potential Beneficial Owner Note Holders submitted by BD and were purchased as a result of such submission plus submission; (B) the aggregate number principal amount of shares of any series of Preferred Shares the ARN subject to valid Hold Orders (determined in accordance with Section 2 of Part II of the Articles SupplementaryFourth Terms Supplement) submitted to the Auction Agent by BD plus BD; and (C) the number principal amount of shares of any series of Preferred Shares the ARN deemed to be subject to Hold Orders by Beneficial Owners Existing Note Holders pursuant to Section 2 of Part II of the Articles Supplementary Fourth Terms Supplement that were acquired by BD for its own account or were acquired by such Beneficial Owners Existing Note Holders through BD; and (b) in provided, however, with respect to Notes with an Auction Period of more than 35 days, the case Broker-Dealers shall be entitled to payment on the first Business Day of any the month immediately succeeding each Auction Date immediately preceding a Special Dividend for such Series and the numerator referred to in Section 2.05(a)(i) shall be the number of days in such Auction Period of one year or longerthe Series Initial Period, that amount as mutually agreed upon by the Funds and BD, based on the selling concession that would be applicable to an underwriting of fixed or variable rate Preferred Shares with a similar final maturity or variable rate dividend period, at the commencement of such Special Dividend Periodapplicable. For purposes of subclause clause (a)(iv)(Ciii)(C) of the foregoing sentence, if any Beneficial Owner Existing Note Holder who acquired shares of any series of Preferred Shares ARN through BD transfers those shares ARN to another Person person other than pursuant to an Auction, then the Broker-Dealer for the shares ARN so transferred shall continue to be BD, ; provided, however, that if the transfer was effected by, or if the transferee is, a Broker-Dealer other than BD, then such Broker-Dealer shall be the Broker-Dealer for such sharesARN. If for any reason an Auction is not held on an Auction Date, there shall be no Broker-Dealer Fee applicable with respect to such Auction Date. The Broker-Dealer Fee shall be payable solely out of amounts received by the Auction Agent pursuant to the Fourth Terms Supplement.

Service Charge to Be Paid to BD. On the Business Day next succeeding each Auction Date, the Auction Agent shall pay to BD from moneys received from the Funds Fund an amount equal to: (a) in the case of any Auction Date immediately preceding a Dividend Period of less than one year, the product of (i) a fraction the numerator of which is the number of days in such Dividend Period (calculated by counting the first day of such Dividend Period but excluding the last day thereof) and the denominator of which is 360, times (ii) 1/4 of 1%, times (iii) $25,000, times (iv) the sum of (A) the aggregate number of shares of any series of Preferred Shares placed by BD in the applicable Auction that were (x) the subject of a Submitted Bid of a Beneficial Owner submitted by BD and continued to be held as a result of such submission and (y) the subject of a Submitted Bid of a Potential Beneficial Owner submitted by BD and were purchased as a result of such submission plus (B) the aggregate number of shares of any series of Preferred Shares subject to valid Hold Orders (determined in accordance with Section 2 of Part II of the Articles Supplementary) submitted to the Auction Agent by BD plus (C) the number of shares of any series of Preferred Shares deemed to be subject to Hold Orders by Beneficial Owners pursuant to Section 2 of Part II of the Articles Supplementary that were acquired by BD for its own account or were acquired by such Beneficial Owners through BD; and (b) in the case of any Auction Date immediately preceding a Special Dividend Period of one year or longer, that amount as mutually agreed upon by the Funds Fund and BD, based on the selling concession that would be applicable to an underwriting of fixed or variable rate Preferred Shares preferred shares with a similar final maturity or variable rate dividend period, at the commencement of such Special Dividend Period. For purposes of subclause (a)(iv)(C) of the foregoing sentence, if any Beneficial Owner who acquired shares of any series of Preferred Shares through BD transfers those shares to another Person other than pursuant to an Auction, then the Broker-Dealer for the shares so transferred shall continue to be BD, provided, however, that if the transfer was effected by, or if the transferee is, a Broker-Dealer other than BD, then such Broker-Dealer shall be the Broker-Dealer for such shares.

Service Charge to Be Paid to BD. On the Business Day next succeeding each Auction Date, the Auction Agent shall pay to BD from moneys received from the Funds Trust an amount equal to: (a) in the case of any Auction Date immediately preceding a Dividend Period of less than one year7 days or less, the product of (i) a fraction the numerator of which is the number of days in such Dividend Period (calculated by counting the first day of such Dividend Period but excluding the last day thereof) and the denominator of which is 360, times (ii) 1/4 of 1%, times (iii) $25,000, times (iv) the sum of (A) the aggregate number of shares of any series of Preferred Shares APS placed by BD in the applicable Auction that were (x) the subject of a Submitted Bid of a Beneficial Owner submitted by BD and continued to be held as a result of such submission and (y) the subject of a Submitted Bid of a Potential Beneficial Owner submitted by BD and were purchased as a result of such submission plus (B) the aggregate number of shares of any series of Preferred Shares APS subject to valid Hold Orders (determined in accordance with Section 2 8.9 of Part II Article VIII of the Articles SupplementaryAmended By-laws) submitted to the Auction Agent by BD plus (C) the number of shares of any series of Preferred Shares APS deemed to be subject to Hold Orders by Beneficial Owners pursuant to Section 2 10 of Part II Article VII of the Articles Supplementary Amended By-laws that were acquired by BD for its own account or were acquired by such Beneficial Owners through BD; and (b) in the case of any Auction Date immediately preceding a Special Dividend Period of one year or longerPeriod, that amount as mutually agreed upon by the Funds Trust and BD, based on the selling concession that would be applicable to an underwriting of fixed or variable rate Preferred Shares preferred shares with a similar final maturity or variable rate dividend period, at the commencement of such Special Dividend Period. For purposes of subclause (a)(iv)(C) of the foregoing sentence, if any Beneficial Owner who acquired shares of any series of Preferred Shares APS through BD transfers those shares to another Person other than pursuant to an Auction, then the Broker-Dealer for the shares so transferred shall continue to be BD, provided, however, that if the transfer was effected by, or if the transferee is, a Broker-Dealer other than BD, then such Broker-Dealer shall be the Broker-Dealer for such shares.

Service Charge to Be Paid to BD. On the Business Day next succeeding each Auction Date, the Auction Agent shall pay to BD from moneys received from the Funds Trust an amount equal to: (a) in the case of any Auction Date immediately preceding a Dividend Period of less than one year7 days or less, the product of (i) a fraction the numerator of which is the number of days in such Dividend Period (calculated by counting the first day of such Dividend Period but excluding the last day thereof) and the denominator of which is 360, times (ii) 1/4 of 1%, times (iii) $25,000, times (iv) the sum of (A) the aggregate number of shares of any series of Preferred Shares APS placed by BD in the applicable Auction that were (x) the subject of a Submitted Bid of a Beneficial Owner submitted by BD and continued to be held as a result of such submission and (y) the subject of a Submitted Bid of a Potential Beneficial Owner submitted by BD and were purchased as a result of such submission plus (B) the aggregate number of shares of any series of Preferred Shares APS subject to valid Hold Orders (determined in accordance with Section 2 10 of Part II Article VII of the Articles SupplementaryAmended By-laws) submitted to the Auction Agent by BD plus (C) the number of shares of any series of Preferred Shares APS deemed to be subject to Hold Orders by Beneficial Owners pursuant to Section 2 10 of Part II Article VII of the Articles Supplementary Amended By-laws that were acquired by BD for its own account or were acquired by such Beneficial Owners through BD; and (b) in the case of any Auction Date immediately preceding a Special Dividend Period of one year or longerPeriod, that amount as mutually agreed upon by the Funds Trust and BD, based on the selling concession that would be applicable to an underwriting of fixed or variable rate Preferred Shares preferred shares with a similar final maturity or variable rate dividend period, at the commencement of such Special Dividend Period. For purposes of subclause (a)(iv)(C) of the foregoing sentence, if any Beneficial Owner who acquired shares of any series of Preferred Shares APS through BD transfers those shares to another Person other than pursuant to an Auction, then the Broker-Dealer for the shares so transferred shall continue to be BD, provided, however, that if the transfer was effected by, or if the transferee is, a Broker-Dealer other than BD, then such Broker-Broker- Dealer shall be the Broker-Dealer for such shares.

Service Charge to Be Paid to BD. On the Business Day next succeeding each Auction Date, the Auction Agent shall pay to BD from moneys received from the Funds an amount equal to: (a) in the case of any Auction Date immediately preceding a Dividend Period of less than one year, the product of (i) a fraction the numerator of which is the number of days in such Dividend Period (calculated by counting the first day of such Dividend Period but excluding the last day thereof) and the denominator of which is 360, times (ii) 1/4 of 1%, times (iii) $25,000, times (iv) the sum of (A) the aggregate number of shares of any series of Preferred Shares AMPS placed by BD in the applicable Auction that were (x) the subject of a Submitted Bid of a Beneficial Owner submitted by BD and continued to be held as a result of such submission and (y) the subject of a Submitted Bid of a Potential Beneficial Owner submitted by BD and were purchased as a result of such submission plus (B) the aggregate number of shares of any series of Preferred Shares AMPS subject to valid Hold Orders (determined in accordance with Section 2 1 of Part II of the Articles SupplementaryStatement of Preferences) submitted to the Auction Agent by BD plus (C) the number of shares of any series of Preferred Shares AMPS deemed to be subject to Hold Orders by Beneficial Owners pursuant to Section 2 1 of Part II of the Articles Supplementary Statement of Preferences that were acquired by BD for its own account or were acquired by such Beneficial Owners through BD; and (b) in the case of any Auction Date immediately preceding a Special Dividend Period of one year or longer, that amount as mutually agreed upon by the Funds Fund and BD, based on the selling concession that would be applicable to an underwriting of fixed or variable rate Preferred Shares AMPS with a similar final maturity or variable rate dividend period, at the commencement of such Special Dividend Period. For purposes of subclause (a)(iv)(C) of the foregoing sentence, if any Beneficial Owner who acquired shares of any series of Preferred Shares AMPS through BD transfers those shares to another Person other than pursuant to an Auction, then the Broker-Dealer for the shares so transferred shall continue to be BD, provided, however, that if the transfer was effected by, or if the transferee is, a Broker-Dealer other than BD, then such Broker-Dealer shall be the Broker-Dealer for such shares.

Service Charge to Be Paid to BD. On the Business Day next succeeding ------------------------------- each Auction Date, the Auction Agent shall pay to BD from moneys received from the Funds Company an amount equal to: (a) in the case of any Auction Date immediately preceding a 7-Day Dividend Period of less than one yearor 28-Day Dividend Period, the product of (i) a fraction the numerator of which is the number of days in such Dividend Period (calculated by counting the first day of such Dividend Period but excluding the last day thereof) and the denominator of which is 360, times (ii) 1/4 of 1%, times (iii) $25,000, times (iv) the sum of (A) the aggregate number of shares of any series of Preferred Shares AMPS placed by BD in the applicable Auction that were (x) the subject of a Submitted Bid of a Beneficial Owner submitted by BD and continued to be held as a result of such submission and (y) the subject of a Submitted Bid of a Potential Beneficial Owner submitted by BD and were purchased as a result of such submission plus (B) the aggregate number of shares of any series of Preferred Shares AMPS subject to valid Hold Orders (determined in accordance with Section 2 of Part II Paragraph 10 of the Articles Supplementary) submitted to the Auction Agent by BD plus (C) the number of shares of any series of Preferred Shares AMPS deemed to be subject to Hold Orders by Beneficial Owners pursuant to Section 2 of Part II Paragraph 10 of the Articles Supplementary that were acquired by BD for its own account or were acquired by such Beneficial Owners through BD; and (b) in the case of any Auction Date immediately preceding a Special Dividend Period of one year or longerPeriod, that amount as mutually agreed upon by the Funds Company and BD, based on the selling concession that would be applicable to an underwriting of fixed or variable rate Preferred Shares preferred shares with a similar final maturity or variable rate dividend period, at the commencement of such Special Dividend Period. For purposes of subclause (a)(iv)(C) of the foregoing sentence, if any Beneficial Owner who acquired shares of any series of Preferred Shares AMPS through BD transfers those shares to another Person other than pursuant to an Auction, then the Broker-Dealer for the shares so transferred shall continue to be BD, provided, however, that if the transfer was effected by, or if the transferee is, a Broker-Dealer other than BD, then such Broker-Dealer shall be the Broker-Dealer for such shares.

Service Charge to Be Paid to BD. On the Business Day next succeeding Not later than 12:00 noon on each Auction Date, the Auction Agent shall after each Auction will pay a service charge from funds provided by the Fund to BD from moneys received from on the Funds an amount equal to: basis of the purchase price of Preferred Shares placed by BD at such Auction. The service charge shall be (ai) in the case of any Auction Date immediately preceding a 7-Day Dividend Period of less than one yearPeriod, the product of (iA) a fraction the numerator of which is the number of days in such Dividend Period (calculated by counting the first day of such Dividend Period but excluding the last day thereof) and the denominator of which is 360365, times (iiB) 1/4 of 1%, times (iiiC) $25,000, 25,000 times (ivD) the sum of (AI) the aggregate number of shares of any series of Preferred Shares placed by BD in the applicable Auction that were (x) the subject of a Submitted Bid of a Beneficial Owner submitted by BD and continued to be held as a result of such submission and (y) the subject of a Submitted Bid of a Potential Beneficial Owner submitted by BD and were purchased as a result of such submission plus (BII) the aggregate number of shares of any series of Preferred Shares subject to valid Hold Orders (determined in accordance with Section 2 of Part II 11.10(b) of the Articles SupplementaryAmended and Restated Bylaws) submitted to the Auction Agent by BD plus (CIII) the number of shares of any series of Preferred Shares deemed to be subject to Hold Orders by Beneficial Owners pursuant to Section 2 of Part II 11.10(b) of the Articles Supplementary Amended and Restated Bylaws that were acquired by BD for its own account or were acquired by such Beneficial Owners through BD; and (bii) in the case of any Auction Date immediately preceding a Special Dividend Period the amount determined by mutual consent of one year or longer, that amount as mutually agreed the Fund and BD and shall be based upon by the Funds and BD, based on the a selling concession that would be applicable to an underwriting of fixed or variable rate Preferred Shares preferred shares with a similar final maturity or variable rate dividend period, respectively, at the commencement of the Dividend Period with respect to such Special Dividend Period. For purposes of subclause (a)(iv)(C) of the foregoing sentence, if any Beneficial Owner who acquired shares of any series of Preferred Shares through BD transfers those shares to another Person other than pursuant to an Auction, then the Broker-Dealer for the shares so transferred shall continue to be BD, provided, however, that if the transfer was effected by, or if the transferee is, a Broker-Dealer other than BD, then such Broker-Dealer shall be the Broker-Dealer for such shares.

Service Charge to Be Paid to BD. On the Business Day next succeeding each Auction DateDate for any series of Municipal Preferred specified in, or on Exhibit A to, the Request Letter of any Trust, the Auction Agent for such series shall pay to BD from moneys received from the Funds such Trust an amount equal to: to the product of (a) (i) in the case of any Auction Date immediately preceding a Dividend Rate Period of less such series consisting of 364 Rate Period Days or fewer, 1/4 of 1%, or (ii) in the case of any Auction Date immediately preceding a Rate Period of such series consisting of more than one year364 Rate Period Days, the product of such percentage as may be agreed upon by such Trust and BD with respect to such Rate Period, times (ib) a fraction fraction, the numerator of which is the number of days Rate Period Days in the Rate Period therefor beginning on such Dividend Period (calculated by counting the first day of such Dividend Period but excluding the last day thereof) Business Day and the denominator of which is 360365 if such Rate Period consists of 7 Rate Period Days and 360 for all other Rate Periods, times (iic) 1/4 of 1%, $25,000 times (iii) $25,000, times (ivd) the sum of (Ai) the aggregate number of shares of any such series of Preferred Shares placed by BD in the applicable such Auction that were (xA) the subject of a Submitted Bid Bids of a Beneficial Owner Existing Holders submitted by BD and continued to be held as a result of such submission and (yB) the subject of a Submitted Bid Bids of a Potential Beneficial Owner Holders submitted by BD and were purchased as a result of such submission plus (Bii) the aggregate number of shares of any such series of Preferred Shares subject to valid Hold Orders (determined in accordance with paragraph (d) of Section 2 of Part II of the Articles SupplementaryAuction Procedures) submitted to the Auction Agent by BD plus (Ciii) the number of shares of any series of Municipal Preferred Shares deemed to be subject to Hold Orders by Beneficial Owners of Existing Holders pursuant to paragraph (c) of Section 2 of Part II the Auction Procedures of the Articles Supplementary such Trust that were acquired by BD for its own account or were acquired by such BD for its customers who are Beneficial Owners through BD; and (b) in the case of any Auction Date immediately preceding a Special Dividend Period of one year or longer, that amount as mutually agreed upon by the Funds and BD, based on the selling concession that would be applicable to an underwriting of fixed or variable rate Preferred Shares with a similar final maturity or variable rate dividend period, at the commencement of such Special Dividend PeriodOwners. For purposes of subclause (a)(iv)(Cd)(iii) of the foregoing sentenceparagraph, if any Existing Holder or Beneficial Owner who acquired shares of any series of Municipal Preferred Shares through BD transfers those shares to another Person other than pursuant to an Auction, then the Broker-Dealer for the shares so transferred shall continue to be BD, ; provided, however, that if the transfer was effected by, or if the transferee is, a Broker-Dealer other than BD, then such Broker-Dealer shall be the Broker-Dealer for such shares.. 10 10

Service Charge to Be Paid to BD. On the Business Day next succeeding each Auction Date, the Auction Agent shall pay to BD from moneys received from the Funds Fund an amount equal to: (a) in the case of any Auction Date immediately preceding a Dividend Period of less than one year, the product of (i) a fraction the numerator of which is the number of days in such Dividend Period (calculated by counting the first day of such Dividend Period but excluding the last day thereof) and the denominator of which is 360, times (ii) 1/4 of 1%, times (iii) $25,000, times (iv) the sum of (A) the aggregate number of shares of any series of Preferred Shares APS placed by BD in the applicable Auction that were (x) the subject of a Submitted Bid of a Beneficial Owner submitted by BD and continued to be held as a result of such submission and (y) the subject of a Submitted Bid of a Potential Beneficial Owner submitted by BD and were purchased as a result of such submission plus (B) the aggregate number of shares of any series of Preferred Shares APS subject to valid Hold Orders (determined in accordance with Section 2 of Part II of the Articles Supplementary) submitted to the Auction Agent by BD plus (C) the number of shares of any series of Preferred Shares APS deemed to be subject to Hold Orders by Beneficial Owners pursuant to Section 2 of Part II of the Articles Supplementary that were acquired by BD for its own account or were acquired by such Beneficial Owners through BD; and (b) in the case of any Auction Date immediately preceding a Special Dividend Period of one year or longer, that amount as mutually agreed upon by the Funds Fund and BD, based on the selling concession that would be applicable to an underwriting of fixed or variable rate Preferred Shares preferred shares with a similar final maturity or variable rate dividend period, at the commencement of such Special Dividend Period. For purposes of subclause (a)(iv)(C) of the foregoing sentence, if any Beneficial Owner who acquired shares of any series of Preferred Shares APS through BD transfers those shares to another Person other than pursuant to an Auction, then the Broker-Dealer for the shares so transferred shall continue to be BD, providedPROVIDED, howeverHOWEVER, that if the transfer was effected by, or if the transferee is, a Broker-Dealer other than BD, then such Broker-Dealer shall be the Broker-Dealer for such shares.

Service Charge to Be Paid to BD. On No later than 12:00 noon on the Business Day next succeeding each Auction Date, the Auction Agent shall pay a service charge to BD from moneys received from the Funds an amount equal toFund to each Broker-Dealer on the basis of the purchase price of AMPS placed by such Broker-Dealer at such Auction. For the avoidance of doubt, only one Broker-Dealer shall be considered to have placed a particular share of AMPS at any particular Auction. The service charge shall be: (a) in the case of any Auction Date immediately preceding a Dividend Period of less than one year, the product of (i) a fraction the numerator of which is the number of days in such Dividend Period (calculated by counting the first day of such Dividend Period but excluding the last day thereof) and the denominator of which is 360, times (ii) 1/4 of 1%, times (iii) $25,000, times (iv) the sum of (A) the aggregate number of shares of any series of Preferred Shares AMPS placed by BD in the applicable Auction that were (x) the subject of a Submitted Bid of a Beneficial Owner submitted by BD and continued to be held as a result of such submission and (y) the subject of a Submitted Bid of a Potential Beneficial Owner submitted by BD and were purchased as a result of such submission plus (B) the aggregate number of shares of any series of Preferred Shares AMPS subject to valid Hold Orders (determined in accordance with Section 2 of Part II of the Articles SupplementaryStatement of Preferences) submitted to the Auction Agent by BD plus (C) the number of shares of any series of Preferred Shares AMPS deemed to be subject to Hold Orders by Beneficial Owners pursuant to Section 2 of Part II of the Articles Supplementary Statement of Preferences that were acquired by BD for its own account or were acquired by such Beneficial Owners through BD; and (b) in the case of any Auction Date immediately preceding a Special Dividend Period of one year or longer, that amount as mutually agreed upon by the Funds Fund and BD, based on the selling concession that would be applicable to an underwriting of fixed or variable rate Preferred Shares preferred shares with a similar final maturity or variable rate dividend period, at the commencement of such Special Dividend Period. For purposes of subclause (a)(iv)(C) of the foregoing sentence, if any Beneficial Owner who acquired shares of any series of Preferred Shares AMPS through BD transfers those shares to another Person other than pursuant to an Auction, then the Broker-Dealer for the shares so transferred shall continue to be BD, provided, however, that if the transfer was effected by, or if the transferee is, a Broker-Dealer other than BD, then such Broker-Dealer shall be the Broker-Dealer for such shares.

Service Charge to Be Paid to BD. On the Business Day next succeeding each Auction Date, the Auction Agent shall pay to BD from moneys received from the Funds Fund an amount equal to: (a) in the case of any Auction Date immediately preceding a Dividend Period of less than one year, the product of (i) a fraction the numerator of which is the number of days in such Dividend Period (calculated by counting the first day of such Dividend Period but excluding the last day thereof) and the denominator of which is 360, times (ii) 1/4 of 1%, times (iii) $25,000, times (iv) the sum of (A) the aggregate number of shares of any series of Preferred Shares AMPS placed by BD in the applicable Auction that were (x) the subject of a Submitted Bid of a Beneficial Owner submitted by BD and continued to be held as a result of such submission and (y) the subject of a Submitted Bid of a Potential Beneficial Owner submitted by BD and were purchased as a result of such submission plus (B) the aggregate number of shares of any series of Preferred Shares AMPS subject to valid Hold Orders (determined in accordance with Section 2 of Part II of the Articles Supplementary) submitted to the Auction Agent by BD plus (C) the number of shares of any series of Preferred Shares AMPS deemed to be subject to Hold Orders by Beneficial Owners pursuant to Section 2 of Part II of the Articles Supplementary that were acquired by BD for its own account or were acquired by such Beneficial Owners through BD; and (b) in the case of any Auction Date immediately preceding a Special Dividend Period of one year or longer, that amount as mutually agreed upon by the Funds Fund and BD, based on the selling concession that would be applicable to an underwriting of fixed or variable rate Preferred Shares preferred shares with a similar final maturity or variable rate dividend period, at the commencement of such Special Dividend Period. For purposes of subclause (a)(iv)(C) of the foregoing sentence, if any Beneficial Owner who acquired shares of any series of Preferred Shares AMPS through BD transfers those shares to another Person other than pursuant to an Auction, then the Broker-Dealer for the shares so transferred shall continue to be BD, provided, however, that if the transfer was effected by, or if the transferee is, a Broker-Dealer other than BD, then such Broker-Dealer shall be the Broker-Dealer for such shares.

Service Charge to Be Paid to BD. On the Business Day next succeeding each Auction Date, the Auction Agent shall pay to BD from moneys received from the Funds Fund an amount equal to: (a) in the case of any Auction Date immediately preceding a Dividend Period of less than one year28 days or less, the product of (i) a fraction the numerator of which is the number of days in such Dividend Period (calculated by counting the first day of such Dividend Period but excluding the last day thereof) and the denominator of which is 360, times (ii) 1/4 of 1%, times (iii) $25,000, times (iv) the sum of (A) the aggregate number of shares of any series of Preferred Shares APS placed by BD in the applicable Auction that were (x) the subject of a Submitted Bid of a Beneficial Owner submitted by BD and continued to be held as a result of such submission and (y) the subject of a Submitted Bid of a Potential Beneficial Owner submitted by BD and were purchased as a result of such submission plus (B) the aggregate number of shares of any series of Preferred Shares APS subject to valid Hold Orders (determined in accordance with Section 2 of Part II Article THIRD, paragraph 10 of the Articles Supplementary) submitted to the Auction Agent by BD plus (C) the number of shares of any series of Preferred Shares APS deemed to be subject to Hold Orders by Beneficial Owners pursuant to Section 2 of Part II Article THIRD, paragraph 10 of the Articles Supplementary that were acquired by BD for its own account or were acquired by such Beneficial Owners through BD; and (b) in the case of any Auction Date immediately preceding a Special Dividend Period of one year or longerPeriod, that amount as mutually agreed upon by the Funds Fund and BD, based on the selling concession that would be applicable to an underwriting of fixed or variable rate Preferred Shares preferred shares with a similar final maturity or variable rate dividend period, at the commencement of such Special Dividend Period. For purposes of subclause (a)(iv)(C) of the foregoing sentence, if any Beneficial Owner who acquired shares of any series of Preferred Shares APS through BD transfers those shares to another Person other than pursuant to an Auction, then the Broker-Dealer for the shares so transferred shall continue to be BD, provided, however, that if the transfer was effected by, or if the transferee is, a Broker-Dealer other than BD, then such Broker-Dealer shall be the Broker-Dealer for such shares.

Service Charge to Be Paid to BD. On the Business Day next succeeding each Auction Date, the Auction Agent shall pay to BD from moneys received from the Funds Fund an amount equal to: (a) in the case of any Auction Date immediately preceding a Dividend Period of less than one year, the product of (i) a fraction the numerator of which is the number of days in such Dividend Period (calculated by counting the first day of such Dividend Period but excluding the last day thereof) and the denominator of which is 360, times (ii) 1/4 of 1%, times (iii) $25,000, times (iv) the sum of (A) the aggregate number of shares of any series of Preferred Shares AMPS placed by BD in the applicable Auction that were (x) the subject of a Submitted Bid of a Beneficial Owner submitted by BD and continued to be held as a result of such submission and (y) the subject of a Submitted Bid of a Potential Beneficial Owner submitted by BD and were purchased as a result of such submission plus (B) the aggregate number of shares of any series of Preferred Shares AMPS subject to valid Hold Orders (determined in accordance with Section 2 of Part II of the Articles Supplementary) submitted to the Auction Agent by BD plus (C) the number of shares of any series of Preferred Shares AMPS deemed to be subject to Hold Orders by Beneficial Owners pursuant to Section 2 of Part II of the Articles Supplementary that were acquired by BD for its own account or were acquired by such Beneficial Owners through BD; and (b) in the case of any Auction Date immediately preceding a Special Dividend Rate Period of one year or longer, that amount as mutually agreed upon by the Funds Fund and BD, based on the selling concession that would be applicable to an underwriting of fixed or variable rate Preferred Shares preferred shares with a similar final maturity or variable rate dividend period, at the commencement of such Special Dividend Rate Period. For purposes of subclause (a)(iv)(C) of the foregoing sentence, if any Beneficial Owner who acquired shares of any series of Preferred Shares AMPS through BD transfers those shares to another Person other than pursuant to an Auction, then the Broker-Dealer for the shares so transferred shall continue to be BD, providedPROVIDED, howeverHOWEVER, that if the transfer was effected by, or if the transferee is, a Broker-Dealer other than BD, then such Broker-Dealer shall be the Broker-Dealer for such shares.

Service Charge to Be Paid to BD. On the Business Day next succeeding ------------------------------- each Auction Date, the Auction Agent shall pay to BD from moneys received from the Funds Fund an amount equal to: (a) in the case of any Auction Date immediately preceding a 7-Day Dividend Period of less than one yearor 28-Day Dividend Period, the product of (i) a fraction the numerator of which is the number of days in such Dividend Period (calculated by counting the first day of such Dividend Period but excluding the last day thereof) and the denominator of which is 360, times (ii) 1/4 of 1%, times (iii) $25,000, times (iv) the sum of (A) the aggregate number of shares of any series of Preferred Shares AMPS placed by BD in the applicable Auction that were (x) the subject of a Submitted Bid of a Beneficial Owner submitted by BD and continued to be held as a result of such submission and (y) the subject of a Submitted Bid of a Potential Beneficial Owner submitted by BD and were purchased as a result of such submission plus (B) the aggregate number of shares of any series of Preferred Shares AMPS subject to valid Hold Orders (determined in accordance with Section 2 of Part II Paragraph 10 of the Articles SupplementaryCertificate of Designation) submitted to the Auction Agent by BD plus (C) the number of shares of any series of Preferred Shares AMPS deemed to be subject to Hold Orders by Beneficial Owners pursuant to Section 2 of Part II Paragraph 10 of the Articles Supplementary Certificate of Designation that were acquired by BD for its own account or were acquired by such Beneficial Owners through BD; and (b) in the case of any Auction Date immediately preceding a Special Dividend Period of one year or longerPeriod, that amount as mutually agreed upon by the Funds Fund and BD, based on the selling concession that would be applicable to an underwriting of fixed or variable rate Preferred Shares preferred shares with a similar final maturity or variable rate dividend period, at the commencement of such Special Dividend Period. For purposes of subclause (a)(iv)(C) of the foregoing sentence, if any Beneficial Owner who acquired shares of any series of Preferred Shares AMPS through BD transfers those shares to another Person other than pursuant to an Auction, then the Broker-Dealer for the shares so transferred shall continue to be BD, provided, however, that if the transfer was effected by, or if the transferee is, a Broker-Dealer other than BD, then such Broker-Dealer shall be the Broker-Dealer for such shares.

Service Charge to Be Paid to BD. On the Business Day next succeeding each Auction DateDate for any series of MuniPreferred specified in, or on Schedule A to, the Request Letter of any Fund, the Auction Agent for such series shall pay to BD from moneys received from the Funds such Fund an amount equal to: to the product of (a) (i) in the case of any Auction Date immediately preceding a Dividend Rate Period of less such series consisting of 364 Rate Period Days or fewer, 1/4 of 1%, or (ii) in the case of any Auction Date immediately preceding a Rate Period of such series consisting of more than one year364 Rate Period Days, the product of such percentage as may be agreed upon by such Fund and BD with respect to such Rate Period, times (ib) a fraction fraction, the numerator of which is the number of days Rate Period Days in the Rate Period therefor beginning on such Dividend Period (calculated by counting the first day of such Dividend Period but excluding the last day thereof) Business Day and the denominator of which is 360365 if such Rate Period consists of 7 Rate Period Days and 360 for all other Rate Periods, times (iic) 1/4 of 1%, $25,000 times (iii) $25,000, times (ivd) the sum of (Ai) the aggregate number of shares of any such series of Preferred Shares placed by BD in the applicable such Auction that were (xA) the subject of a Submitted Bid Bids of a Beneficial Owner Existing Holders submitted by BD and continued to be held as a result of such submission and (yB) the subject of a Submitted Bid Bids of a Potential Beneficial Owner Holders submitted by BD and were purchased as a result of such submission plus (Bii) the aggregate number of shares of any such series of Preferred Shares subject to valid Hold Orders (determined in accordance with paragraph (d) of Section 2 of Part II of the Articles SupplementaryAuction Procedures) submitted to the Auction Agent by BD plus (Ciii) the number of shares of any series of Preferred Shares MuniPreferred deemed to be subject to Hold Orders by Beneficial Owners of Existing Holders pursuant to paragraph (c) of Section 2 of Part II the Auction Procedures of the Articles Supplementary such Fund that were acquired by BD for its own account or were acquired by such BD for its customers who are Beneficial Owners through BD; and (b) in the case of any Auction Date immediately preceding a Special Dividend Period of one year or longer, that amount as mutually agreed upon by the Funds and BD, based on the selling concession that would be applicable to an underwriting of fixed or variable rate Preferred Shares with a similar final maturity or variable rate dividend period, at the commencement of such Special Dividend PeriodOwners. For purposes of subclause (a)(iv)(Cd)(iii) of the foregoing sentenceparagraph, if any Existing Holder or Beneficial Owner who acquired shares of any series of Preferred Shares MuniPreferred through BD transfers those shares to another Person other than pursuant to an Auction, then the Broker-Dealer for the shares so transferred shall continue to be BD, ; provided, however, that if the transfer was effected by, or if the transferee is, a Broker-Dealer other than BD, then such Broker-Dealer BrokerDealer shall be the Broker-Dealer for such shares.

Service Charge to Be Paid to BD. On each Interest Payment Date, for the Business Day next succeeding each Auction Dateterm of this Agreement, the Auction Agent shall pay to BD from moneys received from BD, pursuant to Section 3.05(b) of the Funds Auction Agency Agreement, a service charge for the succeeding Interest Period in an amount equal to: (a) in to the case sum of any Auction Date immediately preceding a Dividend Period of less than one year, the product of (ia) a fraction fraction, the numerator of which is the number of days in each Auction Period occurring during such Dividend Interest Period (calculated by counting or, in the first day case of such Dividend Period but excluding the last day thereofinitial Interest Period, the actual number of days elapsed since the date of delivery of the Auction Rate Notes) and the denominator of which is 360, times (iib) 1/4 of 1%, the Broker-Dealer Fee Rate times (iii) $25,000, times (ivc) the sum of (Ai) the sum of the aggregate number principal amount of shares of any series of Preferred Shares placed by BD in the applicable Auction Rate Notes that were (xA) the subject of a Submitted Bid Bids of a Beneficial Owner Existing Holders submitted by BD and continued to be held as a result of such submission and (yB) the subject of a Submitted Bid Bids of a Potential Beneficial Owner Holders submitted by BD and were purchased as a result of such submission plus and (Bii) the aggregate number principal amount of shares of any series of Preferred Shares the Auction Rate Notes subject to valid Hold Orders (determined in accordance with Section 2 of Part II of Appendix A to the Articles Supplementary2000 Supplemental Indenture) submitted to the Auction Agent by BD plus and (Ciii) the number principal amount of shares of any series of Preferred Shares the Auction Rate Notes deemed to be subject to Hold Orders by Beneficial Owners Existing Holders pursuant to Section 2 of Part II of Appendix A to the Articles Supplementary 2000 Supplemental Indenture that were acquired by such Existing Holders through BD for its own account or were acquired by such Beneficial Owners through BD; and (b) in the case of any Auction Date immediately preceding a Special Dividend Period of one year or longer, that amount as mutually agreed upon by the Funds and BD, based on the selling concession that would be applicable to an underwriting of fixed or variable rate Preferred Shares with a similar final maturity or variable rate dividend period, at the commencement of for such Special Dividend Auction Period. For purposes of subclause (a)(iv)(Cc)(iii) of the foregoing sentence, if any Beneficial Owner Existing Holder who acquired shares of any series of Preferred Shares Auction Rate Notes through BD transfers those shares Auction Rate Notes to another Person other than pursuant to an Auction, then the Broker-Dealer for the shares Auction Rate Notes so transferred shall continue to be BD, ; provided, however, that if the transfer was effected by, or if the transferee is, a Broker-Dealer other than BD, then such Broker-Dealer shall be the Broker-Dealer for such sharesAuction Rate Notes. If for any reason an Auction is not held on an Auction Date, there shall be no Broker-Dealer Fee applicable with respect to such Auction Date. The Broker-Dealer Fee Rate shall be .25 of 1% per annum. The Broker-Dealer Fee shall be payable solely out of amounts received by the Auction Agent pursuant to the Indenture. The Broker-Dealer Fee Rate shall be the prevailing rate received by broker-dealers for rendering comparable services to others. The Auction Agent shall advise NELNET-2, at NELNET-2's request, at least annually of its view of such then current prevailing rate. If the then current Broker-Dealer Fee Rate is not, in the opinion of NELNET-2 and the Auction Agent, the prevailing rate, NELNET-2 shall change the Broker-Dealer Fee Rate pursuant to the terms hereof and shall notify the Auction Agent and the Broker-Dealer in writing thereof. Any change in the Broker-Dealer Fee Rate shall be effective on the Auction Date next succeeding such change.

Service Charge to Be Paid to BD. On the Business Day next succeeding each Auction Date, the Auction Agent shall pay to BD from moneys received from the Funds Fund an amount equal to: (a) in the case of any Auction Date immediately preceding a Dividend Period of less than one year, the product of (i) a fraction the numerator of which is the number of days in such Dividend Period (calculated by counting the first day of such Dividend Period but excluding the last day thereof) and the denominator of which is 360, times (ii) 1/4 of 1%, times (iii) $25,000, times (iv) the sum of (A) the aggregate number of shares of any series of Preferred Shares placed by BD in the applicable Auction that were (x) the subject of a Submitted Bid of a Beneficial Owner submitted by BD and continued to be held as a result of such submission and (y) the subject of a Submitted Bid of a Potential Beneficial Owner submitted by BD and were purchased as a result of such submission plus (B) the aggregate number of shares of any series of Preferred Shares subject to valid Hold Orders (determined in accordance with Section 2 of Part II of the Articles Supplementary) submitted to the Auction Agent by BD plus (C) the number of shares of any series of Preferred Shares deemed to be subject to Hold Orders by Beneficial Owners pursuant to Section 2 of Part II of the Articles Supplementary that were acquired by BD for its own account or were acquired by such Beneficial Owners through BD; and (b) in the case of any Auction Date immediately preceding a Special Dividend Rate Period of one year or longer, that amount as mutually agreed upon by the Funds Fund and BD, based on the selling concession that would be applicable to an underwriting of fixed or variable rate Preferred Shares preferred shares with a similar final maturity or variable rate dividend period, at the commencement of such Special Dividend Rate Period. For purposes of subclause (a)(iv)(C) of the foregoing sentence, if any Beneficial Owner who acquired shares of any series of Preferred Shares through BD transfers those shares to another Person other than pursuant to an Auction, then the Broker-Dealer for the shares so transferred shall continue to be BD, provided, however, that if the transfer was effected by, or if the transferee is, a Broker-Dealer other than BD, then such Broker-Dealer shall be the Broker-Dealer for such shares.

Service Charge to Be Paid to BD. On the Business Day next succeeding each Auction DateDate for each series of Preferred Shares, the Auction Agent shall pay to BD from moneys received from the Funds Company an amount equal to: , (a) in the case of any Auction Date immediately preceding a any Dividend Period of less than one year28 days or less, the product of (i) a fraction the numerator of which is the number of days in such Dividend Period (calculated by counting the first day of such Dividend Period but excluding the last day thereof) and the denominator of which is 360365, times (ii) 1/4 of 1%, times (iii) $25,00050,000, times (iv) the sum of (A) the aggregate number of shares of any such series of Preferred Shares placed by BD in the applicable Auction that were (x) the subject of a Submitted Bid of a Beneficial Owner an Existing Holder submitted by BD and continued to be held as a result of such submission and (y) the subject of a Submitted Bid of a Potential Beneficial Owner Holder submitted by BD and were purchased as a result of such submission plus (B) the aggregate number of shares of any such series of Preferred Shares subject to valid Hold Orders (determined in accordance with Section 2 of Part II Paragraph 11 of the Articles Supplementary) submitted to the Auction Agent by BD plus (C) the number of shares of any such series of Preferred Shares deemed to be subject to Hold Orders by Beneficial Owners Existing Holders pursuant to Section 2 of Part II Paragraph 11 of the Articles Supplementary that were acquired by such Existing Holders through BD for its own account or were acquired by such Beneficial Owners through BD; and (b) in the case of any Auction Date immediately preceding a Special any Dividend Period of one year 35 days or longermore, that amount as mutually agreed upon on by the Funds Company and BD, based on the a selling concession that would be applicable to an underwriting of fixed or variable rate Preferred Shares preferred shares with a similar final maturity or variable rate dividend period, respectively, at the commencement of the Dividend Period with respect to such Special Dividend PeriodAuction. For the purposes of calculating any such fee, Preferred Shares will be placed by a Broker-Dealer if such shares were (i) the subject of Hold Orders deemed to have been made by Existing Holders that were acquired by such Existing Holders through such Broker-Dealer or (ii) the subject of the following Orders submitted by such Broker-Dealer: (A) a Submitted Bid of an Existing Holder that resulted in such Existing Holder continuing to hold such shares as a result of the Auction, (B) a Submitted Bid of a Potential Holder that resulted in such Potential Holder purchasing such shares as a result of the Auction or (C) a Submitted Hold Order. For purposes of subclause (a)(iv)(Civ) (C) of the foregoing sentence, if any Beneficial Owner Existing Holder who acquired shares of any series of Series F28 Preferred Shares or Series F7 Preferred Shares through BD transfers those shares to another Person other than pursuant to an Auction, then the Broker-Dealer for the shares so transferred shall continue to be BD, provided, however, that if the transfer was effected by, or if the transferee is, a Broker-Dealer other than BD, then such Broker-Dealer shall be the Broker-Dealer for such shares.

Service Charge to Be Paid to BD. On the Business Day next succeeding each Auction Date, the Auction Agent shall pay to BD from moneys received from the Funds Fund an amount equal toto the product of : (a) (i) in the case of any Auction Date immediately preceding a Dividend Distribution Period consisting of less than one year, ¼ of 1% or (ii) in the product case of any Auction Date immediately preceding a Distribution Period consisting of one year or more, a percentage agreed upon in writing by the Fund and the BD times (ib) a fraction the numerator of which is the number of days in such Dividend Distribution Period (calculated by counting the first day of beginning on such Dividend Period but excluding the last day thereof) Business Day and the denominator of which is 360, times (ii) 1/4 of 1%, times (iiic) $25,000, times (ivd) the sum of (Ai) the aggregate number of shares of any series of Preferred Shares placed by BD in the applicable Auction that were (xA) the subject of a Submitted Bid of a Beneficial Owner an Existing Holder submitted by BD and continued to be held as a result of such submission and (yB) the subject of a Submitted Bid of a Potential Beneficial Owner Holder submitted by BD and were purchased as a result of such submission plus (Bii) the aggregate number of shares of any series of Preferred Shares subject to valid Hold Orders (determined in accordance with paragraph (d) of Section 2 B of Part II of Article X of the Articles SupplementaryBylaws) submitted to the Auction Agent by BD plus (Ciii) the number of shares of any series of Preferred Shares deemed to be subject to Hold Orders by Beneficial Owners Existing Holders pursuant to paragraph (c) of Section 2 B of Part II of Article X of the Articles Supplementary Bylaws that were acquired by BD for its own account or were acquired by such BD for its customers who are Beneficial Owners through BD; and (b) in the case of any Auction Date immediately preceding a Special Dividend Period of one year or longer, that amount as mutually agreed upon by the Funds and BD, based on the selling concession that would be applicable to an underwriting of fixed or variable rate Preferred Shares with a similar final maturity or variable rate dividend period, at the commencement of such Special Dividend PeriodOwners. For purposes of subclause (a)(iv)(Cd)(iii) of the foregoing sentence, if any Existing Holder or Beneficial Owner who acquired shares of any series of Preferred Shares through BD transfers those shares to another Person other than pursuant to an Auction, then the Broker-Dealer for the shares so transferred shall continue to be BD, provided, however, that if the transfer was effected by, or if the transferee is, a Broker-Dealer other than BD, then such Broker-Dealer shall be the Broker-Dealer for such shares.

Service Charge to Be Paid to BD. On the Business Day next succeeding each Auction Date, the Auction Agent shall pay to BD from moneys received from the Funds Trust an amount equal to: (a) in the case of any Auction Date immediately preceding a Dividend Period of less than one year7 days or less, the product of (i) a fraction the numerator of which is the number of days in such Dividend Period (calculated by counting the first day of such Dividend Period but excluding the last day thereof) and the denominator of which is 360, times (ii) 1/4 of 1%, times (iii) $25,000, times (iv) the sum of (A) the aggregate number of shares of any series of Preferred Shares APS placed by BD in the applicable Auction that were (x) the subject of a Submitted Bid of a Beneficial Owner submitted by BD and continued to be held as a result of such submission and (y) the subject of a Submitted Bid of a Potential Beneficial Owner submitted by BD and were purchased as a result of such submission plus (B) the aggregate number of shares of any series of Preferred Shares APS subject to valid Hold Orders (determined in accordance with Section 2 9 of Part II Article VII of the Articles SupplementaryAmended By-laws) submitted to the Auction Agent by BD plus (C) the number of shares of any series of Preferred Shares APS deemed to be subject to Hold Orders by Beneficial Owners pursuant to Section 2 9 of Part II Article VII of the Articles Supplementary Amended By-laws that were acquired by BD for its own account or were acquired by such Beneficial Owners through BD; and (b) in the case of any Auction Date immediately preceding a Special Dividend Period of one year or longerPeriod, that amount as mutually agreed upon by the Funds Trust and BD, based on the selling concession that would be applicable to an underwriting of fixed or variable rate Preferred Shares preferred shares with a similar final maturity or variable rate dividend period, at the commencement of such Special Dividend Period. For purposes of subclause sub-clause (a)(iv)(C) of the foregoing sentence, if any Beneficial Owner who acquired shares of any series of Preferred Shares APS through BD transfers those shares to another Person other than pursuant to an Auction, then the Broker-Dealer for the shares so transferred shall continue to be BD, provided, however, that if the transfer was effected by, or if the transferee is, a Broker-Dealer other than BD, then such Broker-Dealer shall be the Broker-Dealer for such shares.

Service Charge to Be Paid to BD. (a) On the first Business Day next succeeding in the month of December 2002 and, thereafter, on the first Business Day of each Auction Datemonth during the term of this Agreement, the Auction Agent shall pay to BD from moneys received from the Funds Trustee pursuant to Section 3.5(b) of the Auction Agency Agreement, an amount for each Series of ARN equal to: (a) in the case of any Auction Date immediately preceding a Dividend Period of less than one year, to the product of (i) a fraction fraction, the numerator of which is the number of days in such Dividend Period (calculated by counting the first day of such Dividend Period but excluding the last day thereof) preceding month and the denominator of which is 360365/366 days, as applicable; times (ii) 1/4 of 1%, the Broker-Dealer Fee Rate; times (iii) $25,000the sum, times (iv) on the sum Auction Date for such Series of ARN during such preceding month of (A) the aggregate number principal amount of shares of any series of Preferred Shares the ARN placed by BD in the applicable such Auction that were (x1) the subject of a Submitted Bid Bids of a Beneficial Owner Existing Note Holders submitted by BD and continued to be held as a result of such submission and (y2) the subject of a Submitted Bid Bids of a Potential Beneficial Owner Note Holders submitted by BD and were purchased as a result of such submission plus submission; (B) the aggregate number principal amount of shares of any series of Preferred Shares the ARN subject to valid Hold Orders (determined in accordance with Section 2 of Part II of the Articles SupplementaryFifth Terms Supplement) submitted to the Auction Agent by BD plus BD; and (C) the number principal amount of shares of any series of Preferred Shares the ARN deemed to be subject to Hold Orders by Beneficial Owners Existing Note Holders pursuant to Section 2 of Part II of the Articles Supplementary Fifth Terms Supplement that were acquired by BD for its own account or were acquired by such Beneficial Owners Existing Note Holders through BD; and (b) in provided, however, with respect to Notes with an Auction Period of more than 35 days, the case Broker-Dealers shall be entitled to payment on the first Business Day of any the month immediately succeeding each Auction Date immediately preceding a Special Dividend for such Series and the numerator referred to in Section 2.05(a)(i) shall be the number of days in such Auction Period of one year or longerthe Series Initial Period, that amount as mutually agreed upon by the Funds and BD, based on the selling concession that would be applicable to an underwriting of fixed or variable rate Preferred Shares with a similar final maturity or variable rate dividend period, at the commencement of such Special Dividend Periodapplicable. For purposes of subclause (a)(iv)(Ciii)(C) of the foregoing sentence, if any Beneficial Owner Existing Note Holder who acquired shares of any series of Preferred Shares ARN through BD transfers those shares ARN to another Person person other than pursuant to an Auction, then the Broker-Dealer for the shares ARN so transferred shall continue to be BD, ; provided, however, that if the transfer was effected by, or if the transferee is, a Broker-Dealer other than BD, then such Broker-Dealer shall be the Broker-Dealer for such sharesARN. If for any reason an Auction is not held on an Auction Date, there shall be no Broker-Dealer Fee applicable with respect to such Auction Date. The Broker-Dealer Fee shall be payable solely out of amounts received by the Auction Agent pursuant to the Fifth Terms Supplement.

Service Charge to Be Paid to BD. On the Business Day next succeeding Not later than 3:00 p.m. on each Auction Dividend Payment Date, the Auction Agent shall after each Auction will pay a service charge from funds provided by the Fund to BD from moneys received from on the Funds an amount equal to: basis of the purchase price of APS placed by BD at such Auction. The service charge shall be (ai) in the case of any Auction Date immediately preceding a 7 day Dividend Period of less than one yearPeriod, the product of (iA) a fraction the numerator of which is the number of days in such Dividend Period (calculated by counting the first day of such Dividend Period but excluding the last day thereof) and the denominator of which is 360365, times (iiB) 1/4 of 10.25%, times (iiiC) $25,000, 25,000 times (ivD) the sum of (AI) the aggregate number of shares of any series of Preferred Shares APS placed by BD in the applicable Auction that were (x) the subject of a Submitted Bid of a Beneficial Owner submitted by BD and continued to be held as a result of such submission and (y) the subject of a Submitted Bid of a Potential Beneficial Owner submitted by BD and were purchased as a result of such submission plus (BII) the aggregate number of shares of any series of Preferred Shares APS subject to valid Hold Orders (determined in accordance with Section 2 1 of Part II of the Articles SupplementaryStatement of Preferences) submitted to the Auction Agent by BD plus (CIII) the number of shares of any series of Preferred Shares APS deemed to be subject to Hold Orders by Beneficial Owners pursuant to Section 2 1 of Part II of the Articles Supplementary Statement of Preferences that were acquired by BD for its own account or were acquired by such Beneficial Owners through BD; and (bii) in the case of any Auction Date immediately preceding Special Rate Period, the amount determined by mutual consent of the Fund and BD based upon a Special Dividend Period of one year or longer, that amount as mutually agreed upon by the Funds and BD, based on the selling concession that would be applicable to an underwriting of fixed or variable rate Preferred Shares preferred shares with a similar final maturity or variable rate dividend period, respectively, at the commencement of such Special Dividend Period. For purposes of subclause (a)(iv)(C) of the foregoing sentence, if any Beneficial Owner who acquired shares of any series of Preferred Shares through BD transfers those shares to another Person other than pursuant to an Auction, then the Broker-Dealer for the shares so transferred shall continue to be BD, provided, however, that if the transfer was effected by, or if the transferee is, a Broker-Dealer other than BD, then such Broker-Dealer shall be the Broker-Dealer for such shares.

Service Charge to Be Paid to BD. On each Interest Payment Date, for the Business Day next succeeding each Auction Dateterm of this Agreement, the Auction Agent shall pay to BD from moneys received from BD, pursuant to Section 3.05(b) of the Funds Auction Agency Agreement, a service charge for the succeeding Interest Period in an amount equal to: (a) in to the case sum of any Auction Date immediately preceding a Dividend Period of less than one year, the product of (ia) a fraction fraction, the numerator of which is the number of days in each Auction Period occurring during such Dividend Interest Period (calculated by counting or, in the first day case of such Dividend Period but excluding the last day thereofinitial Interest Period, the actual number of days elapsed since the date of delivery of the ARS) and the denominator of which is 360, ; times (iib) 1/4 of 1%, the Broker-Dealer Fee Rate; times (iii) $25,000, times (ivc) the sum of (Ai) the sum of the aggregate number principal amount of shares of any series of Preferred Shares placed by BD in the applicable Auction ARS that were (xA) the subject of a Submitted Bid Bids of a Beneficial Owner Existing Holders submitted by BD and continued to be held as a result of such submission and (yB) the subject of a Submitted Bid Bids of a Potential Beneficial Owner Holders submitted by BD and were purchased as a result of such submission plus submission; (Bii) the aggregate number principal amount of shares of any series of Preferred Shares the ARS subject to valid Hold Orders (determined in accordance with Section 2 of Part II of Appendix A to the Articles Supplementary1998 Supplemental Indenture) submitted to the Auction Agent by BD plus BD; and (Ciii) the number principal amount of shares of any series of Preferred Shares the ARS deemed to be subject to Hold Orders by Beneficial Owners Existing Holders pursuant to Section 2 of Part II of Appendix A to the Articles Supplementary 1998 Supplemental Indenture that were acquired by such Existing Holders through BD for its own account or were acquired by such Beneficial Owners through BD; and (b) in the case of any Auction Date immediately preceding a Special Dividend Period of one year or longer, that amount as mutually agreed upon by the Funds and BD, based on the selling concession that would be applicable to an underwriting of fixed or variable rate Preferred Shares with a similar final maturity or variable rate dividend period, at the commencement of for such Special Dividend Auction Period. For purposes of subclause clause (a)(iv)(Cc)(iii) of the foregoing sentence, if any Beneficial Owner Existing Holder who acquired shares of any series of Preferred Shares ARS through BD transfers those shares ARS to another Person other than pursuant to an Auction, then the Broker-Dealer for the shares ARS so transferred shall continue to be BD, ; provided, however, that if the transfer was effected by, or if the transferee is, a Broker-Dealer other than BD, then such Broker-Dealer shall be the Broker-Dealer for such sharesARS. If for any reason an Auction is not held on an Auction Date, there shall be no Broker-Dealer Fee applicable with respect to such Auction Date. The Broker-Dealer Fee Rate shall be .25 of 1% per annum. The Broker-Dealer Fee shall be payable solely out of amounts received by the Auction Agent pursuant to the Indenture. The Broker-Dealer Fee Rate shall be the prevailing rate received by broker-dealers for rendering comparable services to others. The Auction Agent shall advise Nelnet, at Nelnet's request, at least annually of its view of such then current prevailing rate. If the then current Broker-Dealer Fee Rate is not, in the opinion of Nelnet and the Auction Agent, the prevailing rate, Nelnet shall change the Broker-Dealer Fee Rate pursuant to the terms hereof and shall notify the Auction Agent and the Broker-Dealer in writing thereof. Any change in the Broker-Dealer Fee Rate shall be effective on the Auction Date next succeeding such change.

Service Charge to Be Paid to BD. On the Business Day next succeeding (a) No later than 12:00 noon on each Auction Dividend Payment Date, the Auction Agent after each Auction will pay a service charge from funds provided by the Trust to each Broker-Dealer on the basis of the purchase price of Preferred Shares placed by such Broker-Dealer at such Auction. The service charge shall pay to BD from moneys received from the Funds an amount equal to: be (ai) in the case of any Auction Date immediately preceding a Dividend Period of less than one year365 days, the product of (iA) a fraction fraction, the numerator of which is the number of days in such Dividend Period (calculated by counting the first day of such Dividend Period but excluding the last day thereof) and the denominator of which is 360, times (iiB) 1/4 of 1%, times (iiiC) $25,000, 25,000 times (iv) the sum of (AD) the aggregate number of shares of any series of Preferred Shares placed by BD in the applicable such Broker-Dealer at such Auction that were (x) the subject of a Submitted Bid of a Beneficial Owner submitted by BD and continued to be held as a result of such submission and (y) the subject of a Submitted Bid of a Potential Beneficial Owner submitted by BD and were purchased as a result of such submission plus (B) the aggregate number of shares of any series of Preferred Shares subject to valid Hold Orders (determined in accordance with Section 2 of Part II of the Articles Supplementary) submitted to the Auction Agent by BD plus (C) the number of shares of any series of Preferred Shares deemed to be subject to Hold Orders by Beneficial Owners pursuant to Section 2 of Part II of the Articles Supplementary that were acquired by BD for its own account or were acquired by such Beneficial Owners through BD; and (bii) in the case of any Auction Date immediately preceding a Special Dividend Period of one year 365 days or longermore, that the amount as mutually agreed determined by mutual consent of the Trust and any such Broker-Dealers and shall be based upon by the Funds and BD, based on the a selling concession that would be applicable to an underwriting of fixed or variable rate Preferred Shares with a similar final maturity or variable rate dividend period, respectively, at the commencement of the Dividend Period with respect to such Special Dividend PeriodAuction. For purposes the purpose of subclause (a)(iv)(C) of the foregoing sentencethis Section 2.8(a), if any Beneficial Owner who acquired shares of any series of Preferred Shares through BD transfers those will be considered "placed" by a Broker-Dealer if such shares were (I) the subject of Hold Orders deemed to another Person other than pursuant have been submitted to an Auction, then the Auction Agent by the Broker-Dealer for the shares so transferred shall continue to be BD, provided, however, that if the transfer was effected by, or if the transferee is, a Broker-Dealer other than BD, then and were acquired by such Broker-Dealer shall be for its customers who are Beneficial Owners or (II) the subject of an order submitted by such Broker-Dealer for that is (A) a Submitted Bid of an Existing Holder that resulted in such sharesExisting Holder continuing to hold such shares as a result of the Auction, (B) a Submitted Bid 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.

Service Charge to Be Paid to BD. On the Business Day next succeeding each Auction Date, the Auction Agent shall pay to BD from moneys received from the Funds Fund an amount equal to: to the product of (a) (i) in the case of any Auction Date immediately preceding a Dividend Rate Period consisting of less than one year, 1/4 of 1%, or (ii) in the product case of any Auction Date immediately preceding a Rate Period consisting of one year or more, a percentage agreed upon in writing by the Fund and the Broker-Dealers times (ib) a fraction fraction, the numerator of which is the number of days in the Rate Period therefor beginning on such Dividend Period (calculated by counting the first day of such Dividend Period but excluding the last day thereof) Business Day and the denominator of which is 360365 if such Rate Period is less than one year and 360 for all other Rate Periods, times (iic) 1/4 of 1%, $50,000 times (iii) $25,000, times (ivd) the sum of (A1) the aggregate number of shares of any series of Preferred Shares placed by BD in the applicable such Auction that were (xA) the subject of a Submitted Bid Bids of a Beneficial Owner Existing Holders submitted by BD and continued to be held as a result of such submission and (yB) the subject of a Submitted Bid Bids of a Potential Beneficial Owner Holders submitted by BD and were purchased as a result of such submission plus (Bii) the aggregate number of shares of any series of Preferred Shares subject to valid Hold Orders (determined in accordance with paragraph (d) of Section 2 of Part II 3 of the Articles SupplementaryAuction Procedures) submitted to the Auction Agent by BD plus (Ciii) the number of shares of any series of Preferred Shares APS deemed to be subject to Hold Orders by Beneficial Owners Existing Holders pursuant to paragraph (c) of Section 2 of Part II 3 of the Articles Supplementary Auction Procedures that were acquired by BD for its own account or were acquired by such Beneficial Owners Existing Holders through BD; and (b) in the case of any Auction Date immediately preceding a Special Dividend Period of one year or longer, that amount as mutually agreed upon by the Funds and BD, based on the selling concession that would be applicable to an underwriting of fixed or variable rate Preferred Shares with a similar final maturity or variable rate dividend period, at the commencement of such Special Dividend Period. For purposes of subclause (a)(iv)(Cd) (iii) of the foregoing sentenceparagraph, if any Beneficial Owner Existing Holder who acquired shares of any series of Preferred Shares APS through BD transfers those shares to another Person other than pursuant to an Auction, then the Broker-Dealer for the shares so transferred shall continue to be BD, ; provided, however, that if the transfer was effected by, or if the transferee is, a Broker-Dealer other than BD, then such Broker-Dealer shall be the Broker-Dealer for such shares.

Service Charge to Be Paid to BD. (a) On the first Business Day next succeeding in the month of December 2002 and, thereafter, on the first Business Day of each Auction Datemonth during the term of this Agreement, the Auction Agent shall pay to BD from moneys received from the Funds Trustee pursuant to Section 3.5(b) of the Auction Agency Agreement, an amount for each Series of ARCs equal to: (a) in the case of any Auction Date immediately preceding a Dividend Period of less than one year, to the product of (i) a fraction fraction, the numerator of which is the number of days in such Dividend Period (calculated by counting the first day of such Dividend Period but excluding the last day thereof) preceding month and the denominator of which is 360365/366 days, as applicable; times (ii) 1/4 of 1%, the Broker-Dealer Fee Rate; times (iii) $25,000the sum, times (iv) on the sum Auction Date for such Series of ARCs during such preceding month of (A) the aggregate number principal amount of shares of any series of Preferred Shares the ARCs placed by BD in the applicable such Auction that were (x1) the subject of a Submitted Bid Bids of a Beneficial Owner Existing Note Holders submitted by BD and continued to be held as a result of such submission submission; and (y2) the subject of a Submitted Bid Bids of a Potential Beneficial Owner Note Holders submitted by BD and were purchased as a result of such submission plus submission; (B) the aggregate number principal amount of shares of any series of Preferred Shares the ARCS subject to valid Hold Orders (determined in accordance with Section 2 of Part II of the Articles SupplementaryThird Terms Supplement) submitted to the Auction Agent by BD plus BD; and (C) the number principal amount of shares of any series of Preferred Shares the ARCs deemed to be subject to Hold Orders by Beneficial Owners Existing Note Holders pursuant to Section 2 of Part II of the Articles Supplementary Third Terms Supplement that were acquired by BD for its own account or were acquired by such Beneficial Owners Existing Note Holders through BD; and (b) in provided, however, with respect to Notes with an Auction Period of more than 35 days, the case Broker-Dealers shall be entitled to payment on the first Business Day of any the month immediately succeeding each Auction Date immediately preceding a Special Dividend for such Series and the numerator referred to in Section 2.05(a)(i) shall be the number of days in such Auction Period of one year or longerthe Series Initial Period, that amount as mutually agreed upon by the Funds and BD, based on the selling concession that would be applicable to an underwriting of fixed or variable rate Preferred Shares with a similar final maturity or variable rate dividend period, at the commencement of such Special Dividend Periodapplicable. For purposes of subclause clause (a)(iv)(Ciii)(C) of the foregoing sentence, if any Beneficial Owner Existing Note Holder who acquired shares of any series of Preferred Shares ARCs through BD transfers those shares ARCs to another Person person other than pursuant to an Auction, then the Broker-Dealer for the shares ARCs so transferred shall continue to be BD, ; provided, however, that if the transfer was effected by, or if the transferee is, a Broker-Dealer other than BD, then such Broker-Dealer shall be the Broker-Dealer for such sharesARCs. If for any reason an Auction is not held on an Auction Date, there shall be no Broker-Dealer Fee applicable with respect to such Auction Date. The Broker-Dealer Fee shall be payable solely out of amounts received by the Auction Agent pursuant to the Third Terms Supplement.

Service Charge to Be Paid to BD. On the Business Day next succeeding each Auction Date, the Auction Agent shall pay to BD from moneys received from the Funds Trust an amount equal to: (a) in the case of any Auction Date immediately preceding a Dividend Period of less than one year7 days or less, the product of (i) a fraction the numerator of which is the number of days in such Dividend Period (calculated by counting the first day of such Dividend Period but excluding the last day thereof) and the denominator of which is 360365, times (ii) 1/4 of 1%, times (iii) $25,000, times (iv) the sum of (A) the aggregate number of shares of any series of Preferred Shares APS placed by BD in the applicable Auction that were (x) the subject of a Submitted Bid of a Beneficial Owner submitted by BD and continued to be held as a result of such submission and (y) the subject of a Submitted Bid of a Potential Beneficial Owner submitted by BD and were purchased as a result of such submission plus (B) the aggregate number of shares of any series of Preferred Shares APS subject to valid Hold Orders (determined in accordance with Section 2 9 of Part II Article VII of the Articles SupplementaryAmended By-laws) submitted to the Auction Agent by BD plus (C) the number of shares of any series of Preferred Shares APS deemed to be subject to Hold Orders by Beneficial Owners pursuant to Section 2 9 of Part II Article VII of the Articles Supplementary Amended By-laws that were acquired by BD for its own account or were acquired by such Beneficial Owners through BD; and (b) in the case of any Auction Date immediately preceding a Special Dividend Period of one year or longerPeriod, that amount as mutually agreed upon by the Funds Trust and BD, based on the selling concession that would be applicable to an underwriting of fixed or variable rate Preferred Shares preferred shares with a similar final maturity or variable rate dividend period, at the commencement of such Special Dividend Period. For purposes of subclause sub-clause (a)(iv)(C) of the foregoing sentence, if any Beneficial Owner who acquired shares of any series of Preferred Shares APS through BD transfers those shares to another Person other than pursuant to an Auction, then the Broker-Dealer for the shares so transferred shall continue to be BD, provided, however, that if the transfer was effected by, or if the transferee is, a Broker-Dealer other than BD, then such Broker-Dealer shall be the Broker-Dealer for such shares.

Service Charge to Be Paid to BD. On the Business Day next ------------------------------- succeeding each Auction Date, the Auction Agent shall pay to BD from moneys received from the Funds Company an amount equal to: (a) in the case of any Auction Date immediately preceding a 7-Day Dividend Period of less than one yearor 28-Day Dividend Period, the product of (i) a fraction the numerator of which is the number of days in such Dividend Period (calculated by counting the first day of such Dividend Period but excluding the last day thereof) and the denominator of which is 360, times (ii) 1/4 of 1%, times (iii) $25,000, times (iv) the sum of (A) the aggregate number of shares of any series of Preferred Shares AMPS placed by BD in the applicable Auction that were (x) the subject of a Submitted Bid of a Beneficial Owner submitted by BD and continued to be held as a result of such submission and (y) the subject of a Submitted Bid of a Potential Beneficial Owner submitted by BD and were purchased as a result of such submission plus (B) the aggregate number of shares of any series of Preferred Shares AMPS subject to valid Hold Orders (determined in accordance with Section 2 of Part II Paragraph 10 of the Articles Supplementary) submitted to the Auction Agent by BD plus (C) the number of shares of any series of Preferred Shares AMPS deemed to be subject to Hold Orders by Beneficial Owners pursuant to Section 2 of Part II Paragraph 10 of the Articles Supplementary that were acquired by BD for its own account or were acquired by such Beneficial Owners through BD; and (b) in the case of any Auction Date immediately preceding a Special Dividend Period of one year or longerPeriod, that amount as mutually agreed upon by the Funds Company and BD, based on the selling concession that would be applicable to an underwriting of fixed or variable rate Preferred Shares preferred shares with a similar final maturity or variable rate dividend period, at the commencement of such Special Dividend Period. For purposes of subclause (a)(iv)(C) of the foregoing sentence, if any Beneficial Owner who acquired shares of any series of Preferred Shares AMPS through BD transfers those shares to another Person other than pursuant to an Auction, then the Broker-Dealer for the shares so transferred shall continue to be BD, provided, however, that if the transfer was effected by, or if the transferee is, a Broker-Dealer other than BD, then such Broker-Dealer shall be the Broker-Dealer for such shares.

Service Charge to Be Paid to BD. On the Business Day next succeeding (a) No later than 12:00 noon on each Auction Dividend Payment Date, the Auction Agent after each Auction will pay a service charge from funds provided by the Corporation to each Broker-Dealer on the basis of the purchase price of Preferred Shares placed by such Broker-Dealer at such Auction. The service charge shall pay to BD from moneys received from the Funds an amount equal to: be (ai) in the case of any Auction Date immediately preceding a Dividend Period of less than one year365 days, the product of (iA) a fraction fraction, the numerator of which is the number of days in such Dividend Period (calculated by counting the first day of such Dividend Period but excluding the last day thereof) and the denominator of which is 360365, times (iiB) 1/4 of 1%, times (iiiC) $25,000, 25,000 times (iv) the sum of (AD) the aggregate number of shares of any series of Preferred Shares placed by BD in the applicable such Broker-Dealer at such Auction that were (x) the subject of a Submitted Bid of a Beneficial Owner submitted by BD and continued to be held as a result of such submission and (y) the subject of a Submitted Bid of a Potential Beneficial Owner submitted by BD and were purchased as a result of such submission plus (B) the aggregate number of shares of any series of Preferred Shares subject to valid Hold Orders (determined in accordance with Section 2 of Part II of the Articles Supplementary) submitted to the Auction Agent by BD plus (C) the number of shares of any series of Preferred Shares deemed to be subject to Hold Orders by Beneficial Owners pursuant to Section 2 of Part II of the Articles Supplementary that were acquired by BD for its own account or were acquired by such Beneficial Owners through BD; and (bii) in the case of any Auction Date immediately preceding a Special Dividend Period of one year 365 days or longermore, that the amount as mutually agreed determined by mutual consent of the Corporation and any such Broker-Dealers and shall be based upon by the Funds and BD, based on the a selling concession that would be applicable to an underwriting of fixed or variable rate Preferred Shares with a similar final maturity or variable rate dividend period, respectively, at the commencement of the Dividend Period with respect to such Special Dividend PeriodAuction. For purposes the purpose of subclause (a)(iv)(C) of the foregoing sentencethis Section 2.8(a), if any Beneficial Owner who acquired shares of any series of Preferred Shares through BD transfers those will be considered "placed" by a Broker-Dealer if such shares were (I) the subject of Hold Orders deemed to another Person other than pursuant have been submitted to an Auction, then the Auction Agent by the Broker-Dealer for the shares so transferred shall continue to be BD, provided, however, that if the transfer was effected by, or if the transferee is, a Broker-Dealer other than BD, then and were acquired by such Broker-Dealer shall be for its customers who are Beneficial Owners or (II) the subject of an order submitted by such Broker-Dealer for that is (A) a Submitted Bid of an Existing Holder that resulted in such shares.Existing Holder continuing to hold such shares as a result of the Auction, (B) a Submitted Bid of a Potential Holder that resulted in such Potential Holder purchasing such shares as a result of the Auction or (C) a

Service Charge to Be Paid to BD. On the Business Day next succeeding each Auction Date, the Auction Agent shall pay to BD from moneys received from the Funds Trust an amount equal to: (a) in the case of any Auction Date immediately preceding a Dividend Period of less than one year7 days or less, the product of (i) a fraction the numerator of which is the number of days in such Dividend Period (calculated by counting the first day of such Dividend Period but excluding the last day thereof) and the denominator of which is 360, times (ii) 1/4 of 1%, times (iii) $25,000, times (iv) the sum of (A) the aggregate number of shares of any series of Preferred Shares APS placed by BD in the applicable Auction that were (x) the subject of a Submitted Bid of a Beneficial Owner submitted by BD and continued to be held as a result of such submission and (y) the subject of a Submitted Bid of a Potential Beneficial Owner submitted by BD and were purchased as a result of such submission plus (B) the aggregate number of shares of any series of Preferred Shares APS subject to valid Hold Orders (determined in accordance with Section 2 8.9 of Part II Article VIII of the Articles SupplementaryAmended By-laws) submitted to the Auction Agent by BD plus (C) the number of shares of any series of Preferred Shares APS deemed to be subject to Hold Orders by Beneficial Owners pursuant to Section 2 of Part II Article VIII of the Articles Supplementary Amended By-laws that were acquired by BD for its own account or were acquired by such Beneficial Owners through BD; and (b) in the case of any Auction Date immediately preceding a Special Dividend Period of one year or longerPeriod, that amount as mutually agreed upon by the Funds Trust and BD, based on the selling concession that would be applicable to an underwriting of fixed or variable rate Preferred Shares preferred shares with a similar final maturity or variable rate dividend period, at the commencement of such Special Dividend Period. For purposes of subclause (a)(iv)(C) of the foregoing sentence, if any Beneficial Owner who acquired shares of any series of Preferred Shares APS through BD transfers those shares to another Person other than pursuant to an Auction, then the Broker-Dealer for the shares so transferred shall continue to be BD, provided, however, that if the transfer was effected by, or if the transferee is, a Broker-Dealer other than BD, then such Broker-Dealer shall be the Broker-Dealer for such shares.

Service Charge to Be Paid to BD. On the Business Day next ------------------------------- succeeding each Auction Date, the Auction Agent shall pay to BD from moneys received from the Funds Fund an amount equal to: (a) in the case of any Auction Date immediately preceding a 7-Day Dividend Period of less than one yearor 28-Day Dividend Period, the product of (i) a fraction the numerator of which is the number of days in such Dividend Period (calculated by counting the first day of such Dividend Period but excluding the last day thereof) and the denominator of which is 360, times (ii) 1/4 of 1%, times (iii) $25,000, times (iv) the sum of (A) the aggregate number of shares of any series of Preferred Shares AMPS placed by BD in the applicable Auction that were (x) the subject of a Submitted Bid of a Beneficial Owner submitted by BD and continued to be held as a result of such submission and (y) the subject of a Submitted Bid of a Potential Beneficial Owner submitted by BD and were purchased as a result of such submission plus (B) the aggregate number of shares of any series of Preferred Shares AMPS subject to valid Hold Orders (determined in accordance with Section 2 of Part II Paragraph __ of the Articles SupplementaryCertificate of Designation) submitted to the Auction Agent by BD plus (C) the number of shares of any series of Preferred Shares AMPS deemed to be subject to Hold Orders by Beneficial Owners pursuant to Section 2 of Part II Paragraph __ of the Articles Supplementary Certificate of Designation that were acquired by BD for its own account or were acquired by such Beneficial Owners through BD; and (b) in the case of any Auction Date immediately preceding a Special Dividend Period of one year or longerPeriod, that amount as mutually agreed upon by the Funds Fund and BD, based on the selling concession that would be applicable to an underwriting of fixed or variable rate Preferred Shares preferred shares with a similar final maturity or variable rate dividend period, at the commencement of such Special Dividend Period. For purposes of subclause (a)(iv)(C) of the foregoing sentence, if any Beneficial Owner who acquired shares of any series of Preferred Shares AMPS through BD transfers those shares to another Person other than pursuant to an Auction, then the Broker-Dealer for the shares so transferred shall continue to be BD, provided, however, that if the transfer was effected by, or if the transferee is, a Broker-Dealer other than BD, then such Broker-Dealer shall be the Broker-Dealer for such shares.

Service Charge to Be Paid to BD. On the Business Day next ------------------------------- succeeding each Auction Date, the Auction Agent shall pay to BD from moneys received from the Funds Company an amount equal to: (a) in the case of any Auction Date immediately preceding a 7-Day Dividend Period of less than one yearor 28-Day Dividend Period, the product of (i) a fraction the numerator of which is the number of days in such Dividend Period (calculated by counting the first day of such Dividend Period but excluding the last day thereof) and the denominator of which is 360, times (ii) 1/4 of 1%, times (iii) $25,000, times (iv) the sum of (A) the aggregate number of shares of any series of Preferred Shares AMPS placed by BD in the applicable Auction that were (x) the subject of a Submitted Bid of a Beneficial Owner submitted by BD and continued to be held as a result of such submission and (y) the subject of a Submitted Bid of a Potential Beneficial Owner submitted by BD and were purchased as a result of such submission plus (B) the aggregate number of shares of any series of Preferred Shares AMPS subject to valid Hold Orders (determined in accordance with Section 2 of Part II Paragraph 10 of the Articles Supplementary) submitted to the Auction Agent by BD plus (C) the number of shares of any series of Preferred Shares AMPS deemed to be subject to Hold Orders by Beneficial Owners pursuant to Section 2 of Part II Paragraph 10 of the Articles Supplementary that were acquired by BD for its own account or were acquired by such Beneficial Owners through BD; and (b) in the case of any Auction Date immediately preceding a Special Dividend Period of one year or longerPeriod, that amount as mutually agreed upon by the Funds Company and BD, based on the selling concession that would be applicable to an underwriting of fixed or variable rate Preferred Shares preferred shares with a similar final maturity or variable rate dividend period, at the commencement of such Special Dividend Period. For purposes of subclause (a)(iv)(C) of the foregoing sentence, if any Beneficial Owner who acquired shares of any series of Preferred Shares AMPS through BD transfers those shares to another Person other than pursuant to an Auction, then the Broker-Dealer for the shares so transferred shall continue to be BD, provided, however, that if the transfer was effected by, or if the transferee is, a Broker-Dealer other than BD, then such Broker-Dealer shall be the Broker-Dealer for such shares.

Service Charge to Be Paid to BD. On each Interest Payment Date, for the Business Day next succeeding each Auction Dateterm of this Agreement, the Auction Agent shall pay to BD from moneys received from BD, pursuant to Section 3.05(b) of the Funds Auction Agency Agreement, a service charge for the succeeding Interest Period in an amount equal to: (a) in to the case sum of any Auction Date immediately preceding a Dividend Period of less than one year, the product of (ia) a fraction fraction, the numerator of which is the number of days in each Auction Period occurring during such Dividend Interest Period (calculated by counting or, in the first day case of such Dividend Period but excluding the last day thereofinitial Interest Period, the actual number of days elapsed since the date of delivery of the ARS) and the denominator of which is 360, times (iib) 1/4 of 1%, the Broker-Dealer Fee Rate times (iii) $25,000, times (ivc) the sum of (Ai) the sum of the aggregate number principal amount of shares of any series of Preferred Shares placed by BD in the applicable Auction ARS that were (xA) the subject of a Submitted Bid Bids of a Beneficial Owner Existing Holders submitted by BD and continued to be held as a result of such submission and (yB) the subject of a Submitted Bid Bids of a Potential Beneficial Owner Holders submitted by BD and were purchased as a result of such submission plus and (Bii) the aggregate number principal amount of shares of any series of Preferred Shares the ARS subject to valid Hold Orders (determined in accordance with Section 2 of Part II of Appendix A to the Articles SupplementaryIndenture) submitted to the Auction Agent by BD plus and (Ciii) the number principal amount of shares of any series of Preferred Shares the ARS deemed to be subject to Hold Orders by Beneficial Owners Existing Holders pursuant to Section 2 of Part II of Appendix A to the Articles Supplementary Indenture that were acquired by such Existing Holders through BD for its own account or were acquired by such Beneficial Owners through BD; and (b) in the case of any Auction Date immediately preceding a Special Dividend Period of one year or longer, that amount as mutually agreed upon by the Funds and BD, based on the selling concession that would be applicable to an underwriting of fixed or variable rate Preferred Shares with a similar final maturity or variable rate dividend period, at the commencement of for such Special Dividend Auction Period. For purposes of subclause (a)(iv)(Cc)(iii) of the foregoing sentence, if any Beneficial Owner Existing Holder who acquired shares of any series of Preferred Shares ARS through BD transfers those shares ARS to another Person other than pursuant to an Auction, then the Broker-Dealer for the shares ARS so transferred shall continue to be BD, ; provided, however, that if the transfer was effected by, or if the transferee is, a Broker-Dealer other than BD, then such Broker-Dealer shall be the Broker-Dealer for such sharesARS. If for any reason an Auction is not held on an Auction Date, there shall be no Broker-Dealer Fee applicable with respect to such Auction Date. The Broker-Dealer Fee Rate shall be .25 of 1% per annum. The Broker-Dealer Fee shall be payable solely out of amounts received by the Auction Agent pursuant to the Indenture. The Broker-Dealer Fee Rate shall be the prevailing rate received by broker-dealers for rendering comparable services to others. The Auction Agent shall advise NELNET-1, at NELNET-1's request, at least annually of its view of such then current prevailing rate. If the then current Broker-Dealer Fee Rate is not, in the opinion of NELNET-1 and the Auction Agent, the prevailing rate, NELNET-1 shall change the Broker-Dealer Fee Rate pursuant to the terms hereof and shall notify the Auction Agent and the Broker-Dealer in writing thereof. Any change in the Broker-Dealer Fee Rate shall be effective on the Auction Date next succeeding such change.

Service Charge to Be Paid to BD. On the Business Day next succeeding each Auction DateDate for any series of Preferred Shares specified in, or on Schedule A to, the Request Letter of any Trust, the Auction Agent for such series shall pay to BD from moneys monies received from the Funds such Trust an amount equal to: to the product of (a) (i) in the case of any Auction Date immediately preceding a Dividend Rate Period of less such series consisting of 364 Rate Period Days or fewer, 1/4 of 1%, or (ii) in the case of any Auction Date immediately preceding a Rate Period of such series consisting of more than one year364 Rate Period Days, the product of such percentage as may be agreed upon by such Trust and BD with respect to such Rate Period, times (ib) a fraction fraction, the numerator of which is the number of days Rate Period Days in the Rate Period therefor beginning on such Dividend Period (calculated by counting the first day of such Dividend Period but excluding the last day thereof) Business Day and the denominator of which is 360365 if such Rate Period consists of 7 Rate Period Days and 360 for all other Rate Periods, times (iic) 1/4 of 1%, $25,000 times (iii) $25,000, times (ivd) the sum of (Ai) the aggregate number of shares of any such series of Preferred Shares placed by BD in the applicable such Auction that were (xA) the subject of a Submitted Bid Bids of a Beneficial Owner Existing Holders submitted by BD and continued to be held as a result of such submission and (yB) the subject of a Submitted Bid Bids of a Potential Beneficial Owner Holders submitted by BD and were purchased as a result of such submission plus (Bii) the aggregate number of shares of any such series of Preferred Shares subject to valid Hold Orders (determined in accordance with paragraph (d) of Section 2 of Part II of the Articles SupplementaryAuction Procedures) submitted to the Auction Agent by BD plus (Ciii) the number of shares of any series of Preferred Shares deemed to be subject to Hold Orders by Beneficial Owners of Existing Holders pursuant to paragraph (c) of Section 2 of Part II the Auction Procedures of the Articles Supplementary such Trust that were acquired by BD for its own account or were acquired by such BD for its customers who are Beneficial Owners through BD; and (b) in the case of any Auction Date immediately preceding a Special Dividend Period of one year or longer, that amount as mutually agreed upon by the Funds and BD, based on the selling concession that would be applicable to an underwriting of fixed or variable rate Preferred Shares with a similar final maturity or variable rate dividend period, at the commencement of such Special Dividend PeriodOwners. For purposes of subclause (a)(iv)(Cd)(iii) of the foregoing sentenceparagraph, if any Existing Holder or Beneficial Owner who acquired shares of any series of Preferred Shares through BD transfers of those shares to another Person other than pursuant to an Auction, then the Broker-Dealer for the shares so transferred shall continue to be BD, ; provided, however, that if the transfer was effected by, or if the transferee is, a Broker-Dealer other than BD, then such Broker-Dealer shall be the Broker-Dealer for such shares.

Service Charge to Be Paid to BD. On the Business Day next succeeding each Auction DateDate for each series of Preferred Shares, the Auction Agent shall pay to BD from moneys received from the Funds Company an amount equal to: , (a) in the case of any Auction Date immediately preceding a any Dividend Period of less than one year28 days or less, the product of (i) a fraction the numerator of which is the number of days in such Dividend Period (calculated by counting the first day of such Dividend Period but excluding the last day thereof) and the denominator of which is 360365, times (ii) 1/4 of 1%, times (iii) $25,00050,000, times (iv) the sum of (A) the aggregate number of shares of any such series of Preferred Shares placed by BD in the applicable Auction that were (x) the subject of a Submitted Bid of a Beneficial Owner an Existing Holder submitted by BD and continued to be held as a result of such submission and (y) the subject of a Submitted Bid of a Potential Beneficial Owner Holder submitted by BD and were purchased as a result of such submission plus (B) the aggregate number of shares of any such series of Preferred Shares subject to valid Hold Orders (determined in accordance with Section 2 of Part II Paragraph 11 of the Articles Supplementary) submitted to the Auction Agent by BD plus (C) the number of shares of any such series of Preferred Shares deemed to be subject to Hold Orders by Beneficial Owners Existing Holders pursuant to Section 2 of Part II Paragraph 11 of the Articles Supplementary that were acquired by such Existing Holders through BD for its own account or were acquired by such Beneficial Owners through BD; and (b) in the case of any Auction Date immediately preceding a Special any Dividend Period of one year 35 days or longermore, that amount as mutually agreed upon on by the Funds Company and BD, based on the a selling concession that would be applicable to an underwriting of fixed or variable rate Preferred Shares preferred shares with a similar final maturity or variable rate dividend period, respectively, at the commencement of the Dividend Period with respect to such Special Dividend PeriodAuction. For the purposes of subclause (a)(iv)(C) of the foregoing sentencecalculating any such fee, if any Beneficial Owner who acquired shares of any series of Preferred Shares through BD transfers those shares to another Person other than pursuant to an Auction, then the Broker-Dealer for the shares so transferred shall continue to will be BD, provided, however, that if the transfer was effected by, or if the transferee is, placed by a Broker-Dealer other than BD, then if such shares were (i) the subject of Hold Orders deemed to have been made by Existing Holders that were acquired by such Existing Holders through such Broker-Dealer shall be or (ii) the subject of the following Orders submitted by such Broker-Dealer for Dealer: (A) a Submitted Bid of an Existing Holder that resulted in such shares.Existing Holder continuing to hold such shares as a result of the Auction, (B) a Submitted Bid of a Potential Holder that resulted in such Potential Holder purchasing such shares as a result of the Auction or (C) a

Service Charge to Be Paid to BD. On each Interest Payment Date, for the Business Day next succeeding each Auction Dateterm of this Agreement, the Auction Agent shall pay to BD from moneys received from BD, pursuant to Section 3.05(b) of the Funds Auction Agency Agreement, a service charge for the preceding Interest Period in an amount equal to: (a) in the case of any Auction Date immediately preceding a Dividend Period of less than one year, to the product of (ia) a fraction fraction, the numerator of which is the number of days in each Auction Period occurring during such Dividend Interest Period (calculated by counting or, in the first day case of such Dividend Period but excluding the last day thereofinitial Interest Period, the actual number of days elapsed since the date of delivery of the Auction Rate Notes) and the denominator of which is 360, times (iib) 1/4 of 1%, the Broker-Dealer Fee Rate times (iii) $25,000, times (ivc) the sum of (Ai) the sum of the aggregate number principal amount of shares of any series of Preferred Shares placed by BD in the applicable Auction Rate Notes that were (xA) the subject of a Submitted Bid Bids of a Beneficial Owner Existing Owners submitted by BD and continued to be held as a result of such submission and (yB) the subject of a Submitted Bid Bids of a Potential Beneficial Owner Owners submitted by BD and were purchased as a result of such submission plus and (Bii) the aggregate number principal amount of shares of any series of Preferred Shares the Auction Rate Notes subject to valid Hold Orders (determined in accordance with Section 2 2.02 (a)(iii)(A) of Part II of Appendix A to the Articles SupplementarySupplemental Indenture) submitted to the Auction Agent by BD plus and (Ciii) the number principal amount of shares of any series of Preferred Shares the Auction Rate Notes deemed to be subject to Hold Orders by Beneficial Existing Owners pursuant to Section 2 2.02(a)(ii)(C) of Part II of Appendix A to the Articles Supplementary Supplemental Indenture that were acquired by BD for its own account or were acquired by such Beneficial Existing Owners through BD; and (b) BD in the case of any Auction Date immediately preceding a Special Dividend Period of one year or longer, that amount as mutually agreed upon by the Funds and BD, based on the selling concession that would be applicable to an underwriting of fixed or variable rate Preferred Shares with a similar final maturity or variable rate dividend period, at the commencement of for such Special Dividend Auction Period. For purposes of subclause (a)(iv)(Cc)(iii) of the foregoing sentence, if any Beneficial Existing Owner who acquired shares of any series of Preferred Shares Auction Rate Notes through BD transfers those shares Auction Rate Notes to another Person other than pursuant to an Auction, then the Broker-Dealer for the shares Auction Rate Notes so transferred shall continue to be BD, ; provided, however, that if the transfer was effected by, or if the transferee is, a Broker-Dealer other than BD, then such Broker-Dealer shall be the Broker-Dealer for such sharesAuction Rate Notes. If for any reason an Auction is not held on an Auction Date, there shall be no Broker-Dealer Fee applicable with respect to such Auction Date. The Broker-Dealer Fee Rate shall be 0.25% per annum. The Broker-Dealer Fee shall be payable solely out of amounts received by the Auction Agent pursuant to the Indenture. The Broker-Dealer Fee Rate shall be the prevailing rate received by broker-dealers for rendering comparable services to others. The Auction Agent shall advise the Issuer, at the Issuer's request, at least annually of its view of such then current prevailing rate. If the then current Broker-Dealer Fee Rate is not, in the opinion of the Issuer and the Auction Agent, the prevailing rate, the Issuer shall change the Broker-Dealer Fee Rate pursuant to the terms hereof and shall notify the Auction Agent and the Broker-Dealer in writing thereof. Any change in the Broker-Dealer Fee Rate shall be effective on the Auction Date next succeeding such change.

Service Charge to Be Paid to BD. (a) On the first Business Day next succeeding in the month of December 2002 and, thereafter, on the first Business Day of each Auction Datemonth during the term of this Agreement, the Auction Agent shall pay to BD from moneys received from the Funds Trustee pursuant to Section 3.5(b) of the Auction Agency Agreement an amount for each Series of ARS equal to: (a) in the case of any Auction Date immediately preceding a Dividend Period of less than one year, to the product of (i) a fraction fraction, the numerator of which is the number of days in such Dividend Period (calculated by counting the first day of such Dividend Period but excluding the last day thereof) preceding month and the denominator of which is 360, 360 days; times (ii) 1/4 of 1%, the Broker-Dealer Fee Rate; times (iii) $25,000the sum, times (iv) on the sum Auction Date for such Series of ARS during such preceding month of (A) the aggregate number principal amount of shares of any series of Preferred Shares the ARS placed by BD in the applicable such Auction that were (x1) the subject of a Submitted Bid Bids of a Beneficial Owner Existing Note Holders submitted by BD and continued to be held as a result of such submission submission, and (y2) the subject of a Submitted Bid Bids of a Potential Beneficial Owner Note Holders submitted by BD and were purchased as a result of such submission plus submission; (B) the aggregate number principal amount of shares of any series of Preferred Shares the ARS subject to valid Hold Orders (determined in accordance with Section 2 of Part II of the Articles SupplementaryFirst Terms Supplement) submitted to the Auction Agent by BD plus BD; and (C) the number principal amount of shares of any series of Preferred Shares the ARS deemed to be subject to Hold Orders by Beneficial Owners Existing Note Holders pursuant to Section 2 of Part II of the Articles Supplementary First Terms Supplement that were acquired by BD for its own account or were acquired by such Beneficial Owners Existing Note Holders through BD; and (b) in provided, however, with respect to Notes with an Auction Period of more than 35 days, the case Broker-Dealers shall be entitled to payment on the first Business Day of any the month immediately succeeding each Auction Date immediately preceding a Special Dividend for such Series and the numerator referred to in Section 2.05(a)(i) shall be the number of days in such Auction Period of one year or longerthe Series Initial Period, that amount as mutually agreed upon by the Funds and BD, based on the selling concession that would be applicable to an underwriting of fixed or variable rate Preferred Shares with a similar final maturity or variable rate dividend period, at the commencement of such Special Dividend Periodapplicable. For purposes of subclause clause (a)(iv)(Ciii)(C) of the foregoing sentence, if any Beneficial Owner Existing Note Holder who acquired shares of any series of Preferred Shares ARS through BD transfers those shares ARS to another Person person other than pursuant to an Auction, then the Broker-Dealer for the shares ARS so transferred shall continue to be BD, ; provided, however, that if the transfer was effected by, or if the transferee is, a Broker-Dealer other than BD, then such Broker-Dealer shall be the Broker-Dealer for such sharesARS. If for any reason an Auction is not held on an Auction Date, there shall be no Broker-Dealer Fee applicable with respect to such Auction Date. The Broker-Dealer Fee shall be payable solely out of amounts received by the Auction Agent pursuant to the First Terms Supplement.

Service Charge to Be Paid to BD. On the Business Day next succeeding each Auction Date, the Auction Agent shall pay to BD from moneys received from the Funds Company an amount equal to: (a) in the case of any Auction Date immediately preceding a 7-day Dividend Period of less than one yearor Short Term Dividend Period, the product of (i) a fraction the numerator of which is the number of days in such Dividend Period (calculated by counting the first day of such Dividend Period but excluding the last day thereof) and the denominator of which is 360, times (ii) 1/4 of 1%, times (iii) $25,00050,000, times (iv) the sum of (A) the aggregate number of shares of any series of Preferred Shares AMPS placed by BD in the applicable Auction that were (x) the subject of a Submitted Bid of a Beneficial Owner an Existing Holder submitted by BD and continued to be held as a result of such submission and (y) the subject of a Submitted Bid of a Potential Beneficial Owner Holder submitted by BD and were purchased as a result of such submission plus (B) the aggregate number of shares of any series of Preferred Shares AMPS subject to valid Hold Orders (determined in accordance with Section 2 of Part II Paragraph 11 of the Articles Supplementary) submitted to the Auction Agent by BD plus (C) the number of shares of any series of Preferred Shares AMPS deemed to be subject to Hold Orders by Beneficial Owners Existing Holders pursuant to Section 2 of Part II Paragraph 11 of the Articles Supplementary that were acquired by such Existing Holders through BD for its own account or were acquired by such Beneficial Owners through BD; and (b) in the case of any Auction Date immediately preceding a Special Long Term Dividend Period of one year or longerPeriod, that amount as mutually agreed upon by the Funds Company and BD, based on the selling concession that would be applicable to an underwriting of fixed or variable rate Preferred Shares preferred shares with a similar final maturity or variable rate dividend period, at the commencement of such Special Long Term Dividend Period. For purposes of subclause (a)(iv)(C) of the foregoing sentence, if any Beneficial Owner Existing Holder who acquired shares of any series of Preferred Shares AMPS through BD transfers those shares to another Person other than pursuant to an Auction, then the Broker-Dealer for the shares so transferred shall continue to be BD, provided, however, that if the transfer was effected by, or if the transferee is, a Broker-Dealer other than BD, then such Broker-Dealer shall be the Broker-Dealer for such shares.

Service Charge to Be Paid to BD. On the Business Day next succeeding each Auction Date, the Auction Agent shall pay to BD from moneys received from the Funds Trust an amount equal to: (a) in the case of any Auction Date immediately preceding a Dividend Period of 7 days or less than one yearin the case of Series A and Series B and 28 days or less in the case of Series C, the product of (i) a fraction the numerator of which is the number of days in such Dividend Period (calculated by counting the first day of such Dividend Period but excluding the last day thereof) and the denominator of which is 360, times (ii) 1/4 of 1%, times (iii) $25,000, times (iv) the sum of (A) the aggregate number of shares of any series of Preferred Shares APS placed by BD in the applicable Auction that were (x) the subject of a Submitted Bid of a Beneficial Owner submitted by BD and continued to be held as a result of such submission and (y) the subject of a Submitted Bid of a Potential Beneficial Owner submitted by BD and were purchased as a result of such submission plus (B) the aggregate number of shares of any series of Preferred Shares APS subject to valid Hold Orders (determined in accordance with Section 2 9 of Part II Article VII of the Articles SupplementaryAmended By-laws) submitted to the Auction Agent by BD plus (C) the number of shares of any series of Preferred Shares APS deemed to be subject to Hold Orders by Beneficial Owners pursuant to Section 2 9 of Part II Article VII of the Articles Supplementary Amended By-laws that were acquired by BD for its own account or were acquired by such Beneficial Owners through BD; and (b) in the case of any Auction Date immediately preceding a Special Dividend Period of one year or longerPeriod, that amount as mutually agreed upon by the Funds Trust and BD, based on the selling concession that would be applicable to an underwriting of fixed or variable rate Preferred Shares preferred shares with a similar final maturity or variable rate dividend period, at the commencement of such Special Dividend Period. For purposes of subclause sub-clause (a)(iv)(C) of the foregoing sentence, if any Beneficial Owner who acquired shares of any series of Preferred Shares APS through BD transfers those shares to another Person other than pursuant to an Auction, then the Broker-Dealer for the shares so transferred shall continue to be BD, provided, however, that if the transfer was effected by, or if the transferee is, a Broker-Dealer other than BD, then such Broker-Dealer shall be the Broker-Dealer for such shares.

Service Charge to Be Paid to BD. On the Business Day next succeeding each Auction Date, the Auction Agent shall pay to BD from moneys received from the Funds Fund an amount equal to: (a) in the case of any Auction Date immediately preceding a 7-Day Dividend Period of less than one yearor 28-Day Dividend Period, the product of (i) a fraction the numerator of which is the number of days in such Dividend Period (calculated by counting the first day of such Dividend Period but excluding the last day thereof) and the denominator of which is 360, times (ii) 1/4 of 1%, times (iii) $25,000, times (iv) the sum of (A) the aggregate number of shares of any series of Preferred Shares AMPS placed by BD in the applicable Auction that were (x) the subject of a Submitted Bid of a Beneficial Owner submitted by BD and continued to be held as a result of such submission and (y) the subject of a Submitted Bid of a Potential Beneficial Owner submitted by BD and were purchased as a result of such submission plus (B) the aggregate number of shares of any series of Preferred Shares AMPS subject to valid Hold Orders (determined in accordance with Section 2 of Part II Paragraph 10 of the Articles SupplementaryCertificate of Designation) submitted to the Auction Agent by BD plus (C) the number of shares of any series of Preferred Shares AMPS deemed to be subject to Hold Orders by Beneficial Owners pursuant to Section 2 of Part II Paragraph 10 of the Articles Supplementary Certificate of Designation that were acquired by BD for its own account or were acquired by such Beneficial Owners through BD; and (b) in the case of any Auction Date immediately preceding a Special Dividend Period of one year or longer, that amount as mutually agreed upon by the Funds and BD, based on the selling concession that would be applicable to an underwriting of fixed or variable rate Preferred Shares with a similar final maturity or variable rate dividend period, at the commencement of such Special Dividend Period. For purposes of subclause (a)(iv)(C) of the foregoing sentence, if any Beneficial Owner who acquired shares of any series of Preferred Shares through BD transfers those shares to another Person other than pursuant to an Auction, then the Broker-Dealer for the shares so transferred shall continue to be BD, provided, however, that if the transfer was effected by, or if the transferee is, a Broker-Dealer other than BD, then such Broker-Dealer shall be the Broker-Dealer for such shares.immediately

Service Charge to Be Paid to BD. On the Business Day next succeeding each Auction Date, the Auction Agent shall pay to BD from moneys received from the Funds Fund an amount equal to: (a) in the case of any Auction Date immediately preceding a Dividend Period of less than one year, the product of (i) a fraction the numerator of which is the number of days in such Dividend Period (calculated by counting the first day of such Dividend Period but excluding the last day thereof) and the denominator of which is 360, times (ii) 1/4 of 1%, times (iii) $25,000, times (iv) the sum of (A) the aggregate number of shares of any series of Preferred Shares placed by BD in the applicable Auction that were (x) the subject of a Submitted Bid of a Beneficial Owner submitted by BD and continued to be held as a result of such submission and (y) the subject of a Submitted Bid of a Potential Beneficial Owner submitted by BD and were purchased as a result of such submission plus (B) the aggregate number of shares of any series of Preferred Shares subject to valid Hold Orders (determined in accordance with Section 2 of Part II of the Articles Supplementary) submitted to the Auction Agent by BD plus (C) the number of shares of any series of Preferred Shares deemed to be subject to Hold Orders by Beneficial Owners pursuant to Section 2 of Part II of the Articles Supplementary that were acquired by BD for its own account or were acquired by such Beneficial Owners through BD; and (b) in the case of any Auction Date immediately preceding a Special Dividend Period of one year or longer, that amount as mutually agreed upon by the Funds Fund and BD, based on the selling concession that would be applicable to an underwriting of fixed or variable rate Preferred Shares preferred shares with a similar final maturity or variable rate dividend period, at the commencement of such Special Dividend Period. For purposes of subclause (a)(iv)(C) of the foregoing sentence, if any Beneficial Owner who acquired shares of any series of Preferred Shares through BD transfers those shares to another Person other than pursuant to an Auction, then the Broker-Dealer for the shares so transferred shall continue to be BD, provided, however, that if -------- ------- the transfer was effected by, or if the transferee is, a Broker-Dealer other than BD, then such Broker-Dealer shall be the Broker-Dealer for such shares.

Service Charge to Be Paid to BD. On the Business Day next succeeding each Auction Date, the Auction Agent shall pay to BD from moneys received from the Funds Company an amount equal to: (a) in the case of any Auction Date immediately preceding a 7-Day Dividend Period of less than one yearor 28-Day Dividend Period, the product of (i) a fraction the numerator of which is the number of days in such Dividend Period (calculated by counting the first day of such Dividend Period but excluding the last day thereof) and the denominator of which is 360, times (ii) 1/4 of 1%, times (iii) $25,000, times (iv) the sum of (A) the aggregate number of shares of any series of Preferred Shares AMPS placed by BD in the applicable Auction that were (x) the subject of a Submitted Bid of a Beneficial Owner submitted by BD and continued to be held as a result of such submission and (y) the subject of a Submitted Bid of a Potential Beneficial Owner submitted by BD and were purchased as a result of such submission plus (B) the aggregate number of shares of any series of Preferred Shares AMPS subject to valid Hold Orders (determined in accordance with Section 2 of Part II Paragraph 10 of the Articles SupplementaryCertificate of Designation) submitted to the Auction Agent by BD plus (C) the number of shares of any series of Preferred Shares AMPS deemed to be subject to Hold Orders by Beneficial Owners pursuant to Section 2 of Part II Paragraph 10 of the Articles Supplementary Certificate of Designation that were acquired by BD for its own account or were acquired by such Beneficial Owners through BD; and (b) in the case of any Auction Date immediately preceding a Special Dividend Period of one year or longerPeriod, that amount as mutually agreed upon by the Funds Company and BD, based on the selling concession that would be applicable to an underwriting of fixed or variable rate Preferred Shares preferred shares with a similar final maturity or variable rate dividend period, at the commencement of such Special Dividend Period. For purposes of subclause (a)(iv)(C) of the foregoing sentence, if any Beneficial Owner who acquired shares of any series of Preferred Shares the AMPS through BD transfers those shares to another Person other than pursuant to an Auction, then the Broker-Dealer for the shares so transferred shall continue to be BD, provided, however, that if the transfer was effected by, or if the transferee is, a Broker-Dealer other than BD, then such Broker-Dealer shall be the Broker-Dealer for such shares.

Service Charge to Be Paid to BD. On the Business Day next succeeding each Auction Date, the Auction Agent shall pay to BD from moneys received from the Funds Company an amount equal to: (a) in the case of any Auction Date immediately preceding a 7-day Dividend Period, 28-day Dividend Period of less than one yearor Short Term Dividend Period, the product of (i) a fraction the numerator of which is the number of days in such Dividend Period (calculated by counting the first day of such Dividend Period but excluding the last day thereof) and the denominator of which is 360, times (ii) 1/4 of 1%, times (iii) $25,00050,000, times (iv) the sum of (A) the aggregate number of shares of any series of Preferred Shares AMPS placed by BD in the applicable Auction that were (x) the subject of a Submitted Bid of a Beneficial Owner an Existing Holder submitted by BD and continued to be held as a result of such submission and (y) the subject of a Submitted Bid of a Potential Beneficial Owner Holder submitted by BD and were purchased as a result of such submission plus (B) the aggregate number of shares of any series of Preferred Shares AMPS subject to valid Hold Orders (determined in accordance with Section 2 of Part II Paragraph 11 of the Articles Supplementary) submitted to the Auction Agent by BD plus (C) the number of shares of any series of Preferred Shares AMPS deemed to be subject to Hold Orders by Beneficial Owners Existing Holders pursuant to Section 2 of Part II Paragraph 11 of the Articles Supplementary that were acquired by such Existing Holders through BD for its own account or were acquired by such Beneficial Owners through BD; and (b) in the case of any Auction Date immediately preceding a Special Long Term Dividend Period of one year or longerPeriod, that amount as mutually agreed upon by the Funds Company and BD, based on the selling concession that would be applicable to an underwriting of fixed or variable rate Preferred Shares preferred shares with a similar final maturity or variable rate dividend period, at the commencement of such Special Long Term Dividend Period. For purposes of subclause (a)(iv)(C) of the foregoing sentence, if any Beneficial Owner Existing Holder who acquired shares of any series of Preferred Shares AMPS through BD transfers those shares to another Person other than pursuant to an Auction, then the Broker-Dealer for the shares so transferred shall continue to be BD, provided, however, that if the transfer was effected by, or if the transferee is, a Broker-Dealer other than BD, then such Broker-Dealer shall be the Broker-Dealer for such shares.

Service Charge to Be Paid to BD. (a) On each Interest Payment Date, for the Business Day next succeeding each Auction Dateterm of this Agreement, the Auction Agent shall pay to BD from moneys received from the Funds Trustee pursuant to Section 3.6(b) of the Auction Agency Agreement an amount equal to: (a) in the case of any Auction Date immediately preceding a Dividend Period of less than one year, to the product of (i) a fraction fraction, the numerator of which is the number of days in such Dividend the related Auction Period (calculated by counting or in the first day case of such Dividend Period but excluding the last day thereofinitial period, the actual number of days elapsed since the date of delivery of the Offered Notes) and the denominator of which is 360, 360 days times (ii) 1/4 of 1%, the Broker-Dealer Fee Rate times (iii) $25,000, times (iv) the sum of (A) the sum of the aggregate number principal amount of shares of any series of Preferred Shares the Offered Notes placed by BD in all Auctions held since the applicable Auction last Interest Payment Date that were (x1) the subject of a Submitted Bid Bids of a Beneficial Owner Existing Owners submitted by BD and continued to be held as a result of such submission and (y2) the subject of a Submitted Bid Bids of a Potential Beneficial Owner Owners submitted by BD and were purchased as a result of such submission plus and (B) the aggregate number principal amount of shares of any series of Preferred Shares the Offered Notes subject to valid Hold Orders (determined in accordance with Section 2 of Part II of the Articles SupplementaryAuction Procedures) submitted to the Auction Agent by BD plus and (C) the number principal amount of shares of any series of Preferred Shares the Offered Notes deemed to be subject to Hold Orders by Beneficial Existing Owners pursuant to Section 2 of Part II of the Articles Supplementary Auction Procedures that were acquired by BD for its own account or were acquired by such Beneficial Existing Owners through BD; and , divided by (biv) in the case sum of any Auction the aggregate principal amount of the Offered Notes auctioned since the last Interest Payment Date immediately preceding a Special Dividend Period of one year or longer, that amount as mutually agreed upon divided by the Funds and BD, based on the selling concession that would be applicable to an underwriting aggregate principal amount of fixed or variable rate Preferred Shares with a similar final maturity or variable rate dividend period, Offered Notes outstanding at the commencement beginning of such Special Dividend Periodperiod. For purposes of subclause (a)(iv)(Ciii)(C) of the foregoing sentence, if any Beneficial Existing Owner who acquired shares of any series of Preferred Shares Offered Notes through BD transfers those shares Offered Notes to another Person person other than pursuant to an Auction, then the Broker-Dealer for the shares Offered Notes so transferred shall continue to be BD, ; provided, however, that if the transfer was effected by, or if the transferee is, a Broker-Dealer other than BD, then such Broker-Dealer shall be the Broker-Dealer for such sharesOffered Notes. If for any reason an Auction is not held on an Auction Date, there shall be no Broker-Dealer Fee applicable with respect to such Auction Date. The Broker-Dealer Fee shall be payable solely out of amounts received by the Auction Agent pursuant to the Indenture.

Service Charge to Be Paid to BD. On the Business Day next succeeding nextsucceeding each Auction DateDate for each series of Preferred Shares, the Auction Agent shall pay to BD from moneys received from the Funds Company an amount equal to: , (a) in the case of any Auction Date immediately preceding a any Dividend Period of less than one year28 days or less, the product of (i) a fraction the numerator of which is the number of days in such Dividend Period (calculated by counting the first day of such Dividend Period but excluding the last day thereof) and the denominator of which is 360365, times (ii) 1/4 of 1%, times (iii) $25,00050,000, times (iv) the sum of (A) the aggregate number of shares of any such series of Preferred Shares placed by BD in the applicable Auction that were (x) the subject of a Submitted Bid of a Beneficial Owner an Existing Holder submitted by BD and continued to be held as a result of such submission and (y) the subject of a Submitted Bid of a Potential Beneficial Owner Holder submitted by BD and were purchased as a result of such submission plus (B) the aggregate number of shares of any such series of Preferred Shares subject to valid Hold Orders (determined in accordance with Section 2 of Part II Paragraph 11 of the Articles Supplementary) submitted to the Auction Agent by BD plus (C) the number of shares of any such series of Preferred Shares deemed to be subject to Hold Orders by Beneficial Owners Existing Holders pursuant to Section 2 of Part II Paragraph 11 of the Articles Supplementary that were acquired by such Existing Holders through BD for its own account or were acquired by such Beneficial Owners through BD; and (b) in the case of any Auction Date immediately preceding a Special any Dividend Period of one year 35 days or longermore, that amount as mutually agreed upon on by the Funds Company and BD, based on the a selling concession that would be applicable to an underwriting of fixed or variable rate Preferred Shares preferred shares with a similar final maturity or variable rate dividend period, respectively, at the commencement of the Dividend Period with respect to such Special Dividend PeriodAuction. For the purposes of subclause (a)(iv)(C) of the foregoing sentencecalculating any such fee, if any Beneficial Owner who acquired shares of any series of Preferred Shares through BD transfers those shares to another Person other than pursuant to an Auction, then the Broker-Dealer for the shares so transferred shall continue to will be BD, provided, however, that if the transfer was effected by, or if the transferee is, placed by a Broker-Dealer other than BD, then if such shares were (i) the subject of Hold Orders deemed to have been made by Existing Holders that were acquired by such Existing Holders through such Broker-Dealer shall be or (ii) the Broker-Dealer for subject of the following Orders submitted by such shares.Broker- Dealer: (A) a Submitted Bid of an Existing Holder that resulted in such Existing Holder continuing to hold such shares as a result of the Auction, (B) a Submitted Bid of a Potential Holder that resulted in such Potential Holder purchasing such shares as a result of the Auction or (C) a

Service Charge to Be Paid to BD. On the Business Day next succeeding each Auction Date, the Auction Agent shall pay to BD from moneys received from the Funds Fund an amount equal to: (a) in the case of any Auction Date immediately preceding a Dividend Period of less than one year, the product of (i) a fraction the numerator of which is the number of days in such Dividend Period (calculated by counting the first day of such Dividend Period but excluding the last day thereof) and the denominator of which is 360, times (ii) 1/4 of 1%, times (iii) $25,000, times (iv) the sum of (A) the aggregate number of shares of any series of Preferred Shares placed by BD in the applicable Auction that were (x) the subject of a Submitted Bid of a Beneficial Owner submitted by BD and continued to be held as a result of such submission and (y) the subject of a Submitted Bid of a Potential Beneficial Owner submitted by BD and were purchased as a result of such submission plus (B) the aggregate number of shares of any series of Preferred Shares subject to valid Hold Orders (determined in accordance with Section 2 of Part II of the Articles SupplementaryCertificate of Vote) submitted to the Auction Agent by BD plus (C) the number of shares of any series of Preferred Shares deemed to be subject to Hold Orders by Beneficial Owners pursuant to Section 2 3 of Part II of the Articles Supplementary Certificate of Vote that were acquired by BD for its own account or were acquired by such Beneficial Owners through BD; and (b) in the case of any Auction Date immediately preceding a Special Dividend Rate Period of one year or longer, that amount as mutually agreed upon by the Funds Fund and BD, based on the selling concession that would be applicable to an underwriting of fixed or variable rate Preferred Shares preferred shares with a similar final maturity or variable rate dividend period, at the commencement of such Special Dividend Rate Period. For purposes of subclause (a)(iv)(C) of the foregoing sentence, if any Beneficial Owner who acquired shares of any series of Preferred Shares through BD transfers those shares to another Person other than pursuant to an Auction, then the Broker-Dealer for the shares so transferred shall continue to be BD, provided, however, that if the transfer was effected by, or if the transferee is, a Broker-Dealer other than BD, then such Broker-Dealer shall be the Broker-Dealer for such shares.

Service Charge to Be Paid to BD. On the Business Day next succeeding each Auction Date, the Auction Agent shall pay to BD from moneys received from the Funds Trust an amount equal to: (a) in the case of any Auction Date immediately preceding a Dividend Period of less than one year, the product of (i) a fraction the numerator of which is the number of days in such Dividend Period (calculated by counting the first day of such Dividend Period but excluding the last day thereof) and the denominator of which is 360, times (ii) 1/4 of 1%, times (iii) $25,000, times (iv) the sum of (A) the aggregate number of shares of any series of Preferred Shares placed by BD in the applicable Auction that were (x) the subject of a Submitted Bid of a Beneficial Owner submitted by BD and continued to be held as a result of such submission and (y) the subject of a Submitted Bid of a Potential Beneficial Owner submitted by BD and were purchased as a result of such submission plus (B) the aggregate number of shares of any series of Preferred Shares subject to valid Hold Orders (determined in accordance with Section 2 of Part II of the Articles SupplementaryCertificate) submitted to the Auction Agent by BD plus (C) the number of shares of any series of Preferred Shares deemed to be subject to Hold Orders by Beneficial Owners pursuant to Section 2 of Part II of the Articles Supplementary Certificate that were acquired by BD for its own account or were acquired by such Beneficial Owners through BD; and (b) in the case of any Auction Date immediately preceding a Special Dividend Rate Period of one year or longer, that amount as mutually agreed upon by the Funds Trust and BD, based on the selling concession that would be applicable to an underwriting of fixed or variable rate Preferred Shares preferred shares with a similar final maturity or variable rate dividend period, at the commencement of such Special Dividend Rate Period. For purposes of subclause (a)(iv)(C) of the foregoing sentence, if any Beneficial Owner who acquired shares of any series of Preferred Shares through BD transfers those shares to another Person other than pursuant to an Auction, then the Broker-Dealer for the shares so transferred shall continue to be BD, provided, however, that if the transfer was effected by, or if the transferee is, a Broker-Dealer other than BD, then such Broker-Dealer shall be the Broker-Dealer for such shares.

Service Charge to Be Paid to BD. On the Business Day next succeeding each Auction Date, the Auction Agent shall pay to BD from moneys received from the Funds Trust an amount equal to: (a) in the case of any Auction Date immediately preceding a Dividend Period of less than one year7 days or less, the product of (i) a fraction the numerator of which is the number of days in such Dividend Period (calculated by counting the first day of such Dividend Period but excluding the last day thereof) and the denominator of which is 360, times (ii) 1/4 of 1%, times (iii) $25,000, times (iv) the sum of (A) the aggregate number of shares of any series of Preferred Shares APS placed by BD in the applicable Auction that were (x) the subject of a Submitted Bid of a Beneficial Owner submitted by BD and continued to be held as a result of such submission and (y) the subject of a Submitted Bid of a Potential Beneficial Owner submitted by BD and were purchased as a result of such submission plus (B) the aggregate number of shares of any series of Preferred Shares APS subject to valid Hold Orders (determined in accordance with Part II, Section 2 3 of Part II Article VII of the Articles SupplementaryAmended By-laws) submitted to the Auction Agent by BD plus (C) the number of shares of any series of Preferred Shares APS deemed to be subject to Hold Orders by Beneficial Owners pursuant to Part II, Section 2 3 of Part II Article VII of the Articles Supplementary Amended By-laws that were acquired by BD for its own account or were acquired by such Beneficial Owners through BD; and (b) in the case of any Auction Date immediately preceding a Special Dividend Period of one year or longerRate Period, that amount as mutually agreed upon by the Funds Trust and BD, based on the selling concession that would be applicable to an underwriting of fixed or variable rate Preferred Shares preferred shares with a similar final maturity or variable rate dividend period, at the commencement of such Special Dividend Rate Period. For purposes of subclause (a)(iv)(C) of the foregoing sentence, if any Beneficial Owner who acquired shares of any series of Preferred Shares APS through BD transfers those shares to another Person other than pursuant to an Auction, then the Broker-Dealer for the shares so transferred shall continue to be BD, provided, however, that if the transfer was effected by, or if the transferee is, a Broker-Dealer other than BD, then such Broker-Dealer shall be the Broker-Dealer for such shares.

Service Charge to Be Paid to BD. On the Business Day next succeeding each Auction Date, the Auction Agent shall pay to BD from moneys received from the Funds Fund an amount equal to: to the product of (a) (i) in the case of any Auction Date immediately preceding a Dividend Rate Period consisting of less than one year, 1/4 of 1%, or (ii) in the product case of any Auction Date immediately preceding a Rate Period consisting of one year or more, a percentage agreed upon in writing by the Fund and the Broker-Dealers times (ib) a fraction fraction, the numerator of which is the number of days in the Rate Period therefor beginning on such Dividend Period (calculated by counting the first day of such Dividend Period but excluding the last day thereof) Business Day and the denominator of which is 360365 if such Rate Period is less than one year and 360 for all other Rate Periods, times (iic) 1/4 of 1%, $50,000 times (iii) $25,000, times (ivd) the sum of (A1) the aggregate number of shares of any series of Preferred Shares placed by BD in the applicable such Auction that were (xA) the subject of a Submitted Bid Bids of a Beneficial Owner Existing Holders submitted by BD and continued to be held as a result of such submission and (yB) the subject of a Submitted Bid Bids of a Potential Beneficial Owner Holders submitted by BD and were purchased as a result of such submission plus (Bii) the aggregate number of shares of any series of Preferred Shares subject to valid Hold Orders (determined in accordance with paragraph (d) of Section 2 of Part II 3 of the Articles SupplementaryAuction Procedures) submitted to the Auction Agent by BD plus (Ciii) the number of shares of any series of Preferred Shares APS deemed to be subject to Hold Orders by Beneficial Owners Existing Holders pursuant to paragraph (c) of Section 2 of Part II 3 of the Articles Supplementary Auction Procedures that were acquired by BD for its own account or were acquired by such Beneficial Owners Existing Holders through BD; and (b) in the case of any Auction Date immediately preceding a Special Dividend Period of one year or longer, that amount as mutually agreed upon by the Funds and BD, based on the selling concession that would be applicable to an underwriting of fixed or variable rate Preferred Shares with a similar final maturity or variable rate dividend period, at the commencement of such Special Dividend Period. For purposes of subclause (a)(iv)(Cd)(iii) of the foregoing sentenceparagraph, if any Beneficial Owner Existing Holder who acquired shares of any series of Preferred Shares through APS .through BD transfers those shares to another Person other than pursuant to an Auction, then the Broker-Dealer for the shares so transferred shall continue to be BD, ; provided, however, that if the transfer was effected by, or if the transferee is, a Broker-Dealer other than BD, then such Broker-Dealer shall be the Broker-Dealer for such shares.

Service Charge to Be Paid to BD. On the Business Day next succeeding each Auction DateDate for each series of Preferred Shares, the Auction Agent shall pay to BD from moneys received from the Funds Company an amount equal to: , (a) in the case of any Auction Date immediately preceding a any Dividend Period of less than one year364 days or less, the product of (i) a fraction the numerator of which is the number of days in such Dividend Period (calculated by counting the first day of such Dividend Period but excluding the last day thereof) and the denominator of which is 360, times (ii) 1/4 of 1%, times (iii) $25,00050,000, times (iv) the sum of (A) the aggregate number of shares of any such series of Preferred Shares placed by BD in the applicable Auction that were (x) the subject of a Submitted Bid of a Beneficial Owner an Existing Holder submitted by BD and continued to be held as a result of such submission and (y) the subject of a Submitted Bid of a Potential Beneficial Owner Holder submitted by BD and were purchased as a result of such submission plus (B) the aggregate number of shares of any such series of Preferred Shares subject to valid Hold Orders (determined in accordance with Section 2 of Part II Paragraph 11 of the Articles Supplementary) submitted to the Auction Agent by BD plus (C) the number of shares of any such series of Preferred Shares deemed to be subject to Hold Orders by Beneficial Owners Existing Holders pursuant to Section 2 of Part II Paragraph 11 of the Articles Supplementary that were acquired by such Existing Holders through BD for its own account or were acquired by such Beneficial Owners through BD; and (b) in the case of any Auction Date immediately preceding a Special any Dividend Period of one year or longermore than 364 days, that amount as mutually agreed upon on by the Funds Company and BD, based on the a selling concession that would be applicable to an underwriting of fixed or variable rate Preferred Shares preferred shares with a similar final maturity or variable rate dividend period, respectively, at the commencement of the Dividend Period with respect to such Special Dividend PeriodAuction. For the purposes of subclause (a)(iv)(C) of the foregoing sentencecalculating any such fee, if any Beneficial Owner who acquired shares of any series of Preferred Shares through BD transfers those shares to another Person other than pursuant to an Auction, then the Broker-Dealer for the shares so transferred shall continue to will be BD, provided, however, that if the transfer was effected by, or if the transferee is, placed by a Broker-Dealer other than BD, then if such shares were (i) the subject of Hold Orders deemed to have been made by Existing Holders that were acquired by such Existing Holders through such Broker-Dealer shall be or (ii) the subject of the following Orders submitted by such Broker-Dealer for Dealer: (A) a Submitted Bid of an Existing Holder that resulted in such shares.Existing Holder continuing to hold such shares as a result of the Auction, (B) a Submitted Bid of a Potential Holder that resulted in such potential Holder purchasing such shares as a result of the Auction or (C) a

Service Charge to Be Paid to BD. (a) On each Monthly Expense Payment Date, for the Business Day next succeeding each Auction Dateterm of this Agreement, the Auction Agent shall pay to BD from moneys received from the Funds Trustee pursuant to Section 3.6(b) of the Auction Agency Agreement an amount equal to: (a) in the case of any Auction Date immediately preceding a Dividend Period of less than one year, to the product of (i) a fraction fraction, the numerator of which is the number of days in such Dividend the related Auction Period (calculated by counting or in the first day case of such Dividend Period but excluding the last day thereofinitial period, the actual number of days elapsed since the date of delivery of the Offered Notes) and the denominator of which is 360, 360 days times (ii) 1/4 of 1%, the Broker-Dealer Fee Rate times (iii) $25,000, times (iv) the sum of (A) the aggregate number principal amount of shares of any series of Preferred Shares the Offered Notes placed by BD in all Auctions held since the applicable Auction last Interest Payment Date that were (x1) the subject of a Submitted Bid Bids of a Beneficial Owner Existing Owners submitted by BD and continued to be held as a result of such submission and (y2) the subject of a Submitted Bid Bids of a Potential Beneficial Owner Owners submitted by BD and were purchased as a result of such submission plus and (B) the aggregate number principal amount of shares of any series of Preferred Shares the Offered Notes subject to valid Hold Orders (determined in accordance with Section 2 of Part II of the Articles SupplementaryAuction Procedures) submitted to the Auction Agent by BD plus and (C) the number principal amount of shares of any series of Preferred Shares the Offered Notes deemed to be subject to Hold Orders by Beneficial Existing Owners pursuant to Section 2 of Part II of the Articles Supplementary Auction Procedures that were acquired by BD for its own account or were acquired by such Beneficial Existing Owners through BD; and , divided by (biv) in the case sum of any Auction the aggregate principal amount of the Offered Notes auctioned since the last Interest Payment Date immediately preceding a Special Dividend Period of one year or longer, that amount as mutually agreed upon divided by the Funds and BD, based on the selling concession that would be applicable to an underwriting aggregate principal amount of fixed or variable rate Preferred Shares with a similar final maturity or variable rate dividend period, Offered Notes outstanding at the commencement beginning of such Special Dividend Periodperiod. For purposes of subclause (a)(iv)(Ciii)(C) of the foregoing sentence, if any Beneficial Existing Owner who acquired shares of any series of Preferred Shares Offered Notes through BD transfers those shares Offered Notes to another Person person other than pursuant to an Auction, then the Broker-Dealer for the shares Offered Notes so transferred shall continue to be BD, ; provided, however, that if the transfer was effected by, or if the transferee is, a Broker-Dealer other than BD, then such Broker-Dealer shall be the Broker-Dealer for such sharesOffered Notes. If for any reason an Auction is not held on an Auction Date, there shall be no Broker-Dealer Fee applicable with respect to such Auction Date. The Broker-Dealer Fee shall be payable solely out of amounts received by the Auction Agent pursuant to the Indenture.

Service Charge to Be Paid to BD. On the Business Day next succeeding each Auction Date, the Auction Agent shall pay to BD from moneys received from the Funds Fund an amount equal to: (a) in the case of any Auction Date immediately preceding a Dividend Period of less than one year7 days or less, the product of (i) a fraction the numerator of which is the number of days in such Dividend Period (calculated by counting the first day of such Dividend Period but excluding the last day thereof) and the denominator of which is 360, times (ii) 1/4 of 1%, times (iii) $25,000, times (iv) the sum of (A) the aggregate number of shares of any series of Preferred Shares APS placed by BD in the applicable Auction that were (x) the subject of a Submitted Bid of a Beneficial Owner submitted by BD and continued to be held as a result of such submission and (y) the subject of a Submitted Bid of a Potential Beneficial Owner submitted by BD and were purchased as a result of such submission plus (B) the aggregate number of shares of any series of Preferred Shares APS subject to valid Hold Orders (determined in accordance with Section 2 9 of Part II Article VII of the Articles SupplementaryAmended By-laws) submitted to the Auction Agent by BD plus (C) the number of shares of any series of Preferred Shares APS deemed to be subject to Hold Orders by Beneficial Owners pursuant to Section 2 9 of Part II Article VII of the Articles Supplementary Amended By-laws that were acquired by BD for its own account or were acquired by such Beneficial Owners through BD; and (b) in the case of any Auction Date immediately preceding a Special Dividend Period of one year or longerPeriod, that amount as mutually agreed upon by the Funds Fund and BD, based on the selling concession that would be applicable to an underwriting of fixed or variable rate Preferred Shares preferred shares with a similar final maturity or variable rate dividend period, at the commencement of such Special Dividend Period. For purposes of subclause sub-clause (a)(iv)(C) of the foregoing sentence, if any Beneficial Owner who acquired shares of any series of Preferred Shares APS through BD transfers those shares to another Person other than pursuant to an Auction, then the Broker-Dealer for the shares so transferred shall continue to be BD, provided, however, that if the transfer was effected by, or if the transferee is, a Broker-Dealer other than BD, then such Broker-Dealer shall be the Broker-Dealer for such shares.

Service Charge to Be Paid to BD. On each Interest Payment Date, for the Business Day next succeeding each Auction Dateterm of this Agreement, the Auction Agent shall pay to BD from moneys received from BD, pursuant to Section 3.05(b) of the Funds Auction Agency Agreement, a service charge for the succeeding Interest Period in an amount equal to: (a) in to the case sum of any Auction Date immediately preceding a Dividend Period of less than one year, the product of (ia) a fraction fraction, the numerator of which is the number of days in each Auction Period occurring during such Dividend Interest Period (calculated by counting or, in the first day case of such Dividend Period but excluding the last day thereofinitial Interest Period, the actual number of days elapsed since the date of delivery of the Auction Rate Notes) and the denominator of which is 360, times (iib) 1/4 of 1%, the Broker-Dealer Fee Rate times (iii) $25,000, times (ivc) the sum of (Ai) the sum of the aggregate number principal amount of shares of any series of Preferred Shares placed by BD in the applicable Auction Rate Notes that were (xA) the subject of a Submitted Bid Bids of a Beneficial Owner Existing Holders submitted by BD and continued to be held as a result of such submission and (yB) the subject of a Submitted Bid Bids of a Potential Beneficial Owner Holders submitted by BD and were purchased as a result of such submission plus and (Bii) the aggregate number principal amount of shares of any series of Preferred Shares the Auction Rate Notes subject to valid Hold Orders (determined in accordance with Section 2 of Part II of Appendix A to the Articles Supplementary2002A Supplemental Indenture) submitted to the Auction Agent by BD plus and (Ciii) the number principal amount of shares of any series of Preferred Shares the Auction Rate Notes deemed to be subject to Hold Orders by Beneficial Owners Existing Holders pursuant to Section 2 of Part II of Appendix A to the Articles Supplementary 2002A Supplemental Indenture that were acquired by such Existing Holders through BD for its own account or were acquired by such Beneficial Owners through BD; and (b) in the case of any Auction Date immediately preceding a Special Dividend Period of one year or longer, that amount as mutually agreed upon by the Funds and BD, based on the selling concession that would be applicable to an underwriting of fixed or variable rate Preferred Shares with a similar final maturity or variable rate dividend period, at the commencement of for such Special Dividend Auction Period. For purposes of subclause (a)(iv)(Cc)(iii) of the foregoing sentence, if any Beneficial Owner Existing Holder who acquired shares of any series of Preferred Shares Auction Rate Notes through BD transfers those shares Auction Rate Notes to another Person other than pursuant to an Auction, then the Broker-Dealer for the shares Auction Rate Notes so transferred shall continue to be BD, ; provided, however, that if the transfer was effected by, or if the transferee is, a Broker-Dealer other than BD, then such Broker-Dealer shall be the Broker-Dealer for such sharesAuction Rate Notes. If for any reason an Auction is not held on an Auction Date, there shall be no Broker-Dealer Fee applicable with respect to such Auction Date. The Broker-Dealer Fee Rate shall be .25 of 1% per annum. The Broker-Dealer Fee shall be payable solely out of amounts received by the Auction Agent pursuant to the Indenture. The Broker-Dealer Fee Rate shall be the prevailing rate received by broker-dealers for rendering comparable services to others. The Auction Agent shall advise NELNET-2, at NELNET-2's request, at least annually of its view of such then current prevailing rate. If the then current Broker-Dealer Fee Rate is not, in the opinion of NELNET-2 and the Auction Agent, the prevailing rate, NELNET-2 shall change the Broker-Dealer Fee Rate pursuant to the terms hereof and shall notify the Auction Agent and the Broker-Dealer in writing thereof. Any change in the Broker-Dealer Fee Rate shall be effective on the Auction Date next succeeding such change.

Service Charge to Be Paid to BD. On the Business Day next succeeding each Auction DateDate for any series of FundNotes of any Fund specified in the Request Letter of any Fund, the Auction Agent for such series shall pay to BD from moneys received from the Funds such Fund an amount equal to: to the product of (a) (i) in the case of any Auction Date immediately preceding a Dividend Rate Period of less such series consisting of 364 Rate Period Days or fewer, 1/4 of 1%, or (ii) in the case of any Auction Date immediately preceding a Rate Period of such series consisting of more than one year364 Rate Period Days, the product of such percentage as may be agreed upon by such Fund and BD with respect to such Rate Period, times (ib) a fraction fraction, the numerator of which is the number of days Rate Period Days in the Rate Period therefor beginning on such Dividend Period (calculated by counting the first day of such Dividend Period but excluding the last day thereof) Business Day and the denominator of which is 360365 if such Rate Period consists of 7 Rate Period Days and 360 for all other Rate Periods, times (iic) 1/4 of 1%, $25,000 times (iii) $25,000, times (ivd) the sum of (Ai) the aggregate number principal amount of shares FundNotes of any such series of Preferred Shares placed by BD in the applicable such Auction that were (xA) the subject of a Submitted Bid Bids of a Beneficial Owner Existing Holders submitted by BD and continued to be held as a result of such submission and (yB) the subject of a Submitted Bid Bids of a Potential Beneficial Owner Holders submitted by BD and were purchased as a result of such submission plus (Bii) the aggregate number principal amount of shares FundNotes of any such series of Preferred Shares subject to valid Hold Orders (determined in accordance with paragraph (d) of Section 2 of Part II of the Articles SupplementaryAuction Procedures) submitted to the Auction Agent by BD plus (Ciii) the number principal amount of shares of any series of Preferred Shares FundNotes deemed to be subject to Hold Orders by Beneficial Owners of Existing Holders pursuant to paragraph (c) of Section 2 of Part II the Auction Procedures of the Articles Supplementary such Fund that were acquired by BD for its own account or were acquired by such BD for its customers who are Beneficial Owners through BD; and (b) in the case of any Auction Date immediately preceding a Special Dividend Period of one year or longer, that amount as mutually agreed upon by the Funds and BD, based on the selling concession that would be applicable to an underwriting of fixed or variable rate Preferred Shares with a similar final maturity or variable rate dividend period, at the commencement of such Special Dividend PeriodOwners. For purposes of subclause (a)(iv)(Cd)(iii) of the foregoing sentenceparagraph, if any Existing Holder or Beneficial Owner who acquired shares FundNotes of any series of Preferred Shares FundNotes through BD transfers those shares FundNotes to another Person other than pursuant to an Auction, then the Broker-Dealer for the shares FundNotes so transferred shall continue to be BD, ; provided, however, that if the transfer was effected by, or if the transferee is, a Broker-Dealer other than BD, then such Broker-Dealer shall be the Broker-Dealer for such sharesFundNotes.

Service Charge to Be Paid to BD. On the Business Day next succeeding each Auction Date, the Auction Agent shall pay to BD from moneys received from the Funds Trust an amount equal to: (a) in the case of any Auction Date immediately preceding a 7-day Dividend Period of less than one yearor Short Term Dividend Period, the product of (i) a fraction the numerator of which is the number of days in such Dividend Period (calculated by counting the first day of such Dividend Period but excluding the last day thereof) and the denominator of which is 360, times (ii) 1/4 of 1%, times (iii) $25,00050,000, times (iv) the sum of (A) the aggregate number of shares of any series of Preferred Shares AMPS placed by BD in the applicable Auction that were (x) the subject of a Submitted Bid of a Beneficial Owner an Existing Holder submitted by BD and continued to be held as a result of such submission and (y) the subject of a Submitted Bid of a Potential Beneficial Owner Holder submitted by BD and were purchased as a result of such submission plus (B) the aggregate number of shares of any series of Preferred Shares AMPS subject to valid Hold Orders (determined in accordance with Section 2 of Part II Paragraph 11 of the Articles SupplementaryCertificate of Designation) submitted to the Auction Agent by BD plus (C) the number of shares of any series of Preferred Shares AMPS deemed to be subject to Hold Orders by Beneficial Owners Existing Holders pursuant to Section 2 of Part II Paragraph 11 of the Articles Supplementary Certificate of Designation that were acquired by such Existing Holders through BD for its own account or were acquired by such Beneficial Owners through BD; and (b) in the case of any Auction Date immediately preceding a Special Long Term Dividend Period of one year or longerPeriod, that amount as mutually agreed upon by the Funds Trust and BD, based on the selling concession that would be applicable to an underwriting of fixed or variable rate Preferred Shares preferred shares with a similar final maturity or variable rate dividend period, at the commencement of such Special Long Term Dividend Period. For purposes of subclause (a)(iv)(C) of the foregoing foregoing. sentence, if any Beneficial Owner Existing Holder who acquired shares of any series of Preferred Shares AMPS through BD transfers those shares to another Person other than pursuant to an Auction, then the Broker-Dealer for the shares so transferred shall continue to be BD, provided, however, that if the transfer was effected by, or if the transferee is, a Broker-Dealer other than BD, then such Broker-Dealer shall be the Broker-Dealer for such shares.

Service Charge to Be Paid to BD. On the Business Day next succeeding each Auction Date, the Auction Agent shall pay to BD from moneys received from the Funds Fund an amount equal to: (a) in the case of any Auction Date immediately preceding a 7-Day Dividend Period of less than one year(with respect to Series M7) or a 28-Day Dividend Period (with respect to Series W28), the product of (i) a fraction the numerator of which is the number of days in such Dividend Period (calculated by counting the first day of such Dividend Period but excluding the last day thereof) and the denominator of which is 360, times (ii) 1/4 of 1%, times (iii) $25,000, times (iv) the sum of (A) the aggregate number of shares of any series of Preferred Shares AMPS placed by BD in the applicable Auction that were (x) the subject of a Submitted Bid of a Beneficial Owner submitted by BD and continued to be held as a result of such submission and (y) the subject of a Submitted Bid of a Potential Beneficial Owner submitted by BD and were purchased as a result of such submission plus (B) the aggregate number of shares of any series of Preferred Shares AMPS subject to valid Hold Orders (determined in accordance with Section 2 of Part II Paragraph 10 of the Articles SupplementaryStatement) submitted to the Auction Agent by BD plus (C) the number of shares of any series of Preferred Shares AMPS deemed to be subject to Hold Orders by Beneficial Owners pursuant to Section 2 of Part II Paragraph 10 of the Articles Supplementary Statement that were acquired by BD for its own account or were acquired by such Beneficial Owners through BD; and (b) in the case of any Auction Date immediately preceding a Special Dividend Period of one year or longerPeriod, that amount as mutually agreed upon by the Funds Fund and BD, based on the selling concession that would be applicable to an underwriting of fixed or variable rate Preferred Shares preferred shares with a similar final maturity or variable rate dividend period, at the commencement of such Special Dividend Period. For purposes of subclause (a)(iv)(C) of the foregoing sentence, if any Beneficial Owner who acquired shares of any series of Preferred Shares AMPS through BD transfers those shares to another Person other than pursuant to an Auction, then the Broker-Dealer for the shares so transferred shall continue to be BD, providedPROVIDED, howeverHOWEVER, that if the transfer was effected by, or if the transferee is, a Broker-Dealer other than BD, then such Broker-Dealer shall be the Broker-Dealer for such shares.

Service Charge to Be Paid to BD. On the Business Day next succeeding ------------------------------- each Auction Date, the Auction Agent shall pay to BD BD, from moneys received from the Funds Company an amount equal to: (a) in the case of any Auction Date immediately preceding a 7-day Dividend Period, a 28-day Dividend Period of less than one yearor Short Term Dividend Period, the product of (i) a fraction the numerator of which is the number of days in such Dividend Period (calculated by counting the first day of such Dividend Period but excluding the last day thereof) and the denominator of which is 360, times (ii) 1/4 of 1%, times (iii) $25,00050,000, times (iv) the sum of (A) the aggregate number of shares of any series of Preferred Shares AMPS placed by BD in the applicable Auction that were (x) the subject of a Submitted Bid of a Beneficial Owner an Existing . Holder submitted by BD and continued to be held as a result of such submission and (y) the subject of a Submitted Bid of a Potential Beneficial Owner Holder submitted by BD and were purchased as a result of such submission plus (B) the aggregate number of shares of any series of Preferred Shares AMPS subject to valid Hold Orders (determined in accordance with Section 2 of Part II Paragraph 11 of the Articles Supplementary) submitted to the Auction Agent by BD plus (C) the number of shares of any series of Preferred Shares AMPS deemed to be subject to Hold Orders orders by Beneficial Owners Existing Holders pursuant to Section 2 of Part II Paragraph 11 of the Articles Supplementary that were acquired by such Existing Holders through BD for its own account or were acquired by such Beneficial Owners through BD; and (b) in the case of any Auction Date immediately preceding a Special Long Term Dividend Period of one year or longerPeriod, that amount as mutually agreed upon by the Funds Company and BD, based on the selling concession that would be applicable to an underwriting of fixed or variable rate Preferred Shares preferred shares with a similar final maturity or variable rate dividend period, at the commencement of such Special Long Term Dividend Period. For purposes of subclause (a)(iv)(C) of the foregoing sentence, if any Beneficial Owner Existing Holder who acquired shares of any series of Preferred Shares AMPS through BD transfers those shares to another Person other than pursuant to an Auction, then the Broker-Dealer for the shares so transferred shall continue to be BD, provided, however, that if the transfer was effected by,, or if the transferee is, a Broker-Dealer other than BD, then such Broker-Dealer shall be the Broker-Dealer for such shares.

Service Charge to Be Paid to BD. On each Interest Payment Date, for the Business Day next succeeding each Auction Dateterm of this Agreement, the Auction Agent shall pay to BD from moneys received from BD, pursuant to Section 3.5(b) of the Funds Auction Agency Agreement, a service charge for the succeeding Interest Period in an amount equal to: (a) in to the case sum of any Auction Date immediately preceding a Dividend Period of less than one year, the product of (ia) a fraction fraction, the numerator of which is the number of days in each Auction Period occurring during such Dividend Interest Period (calculated by counting or, in the first day case of such Dividend Period but excluding the last day thereofinitial Interest Period, the actual number of days elapsed since the date of delivery of the ARS) and the denominator of which is 360, times (iib) 1/4 of 1%, the Broker-Dealer Fee Rate times (iii) $25,000, times (ivc) the sum of (Ai) the sum of the aggregate number principal amount of shares of any series of Preferred Shares placed by BD in the applicable Auction ARS that were (xA) the subject of a Submitted Bid Bids of a Beneficial Owner Existing Holders submitted by BD and continued to be held as a result of such submission and (yB) the subject of a Submitted Bid Bids of a Potential Beneficial Owner Holders submitted by BD and were purchased as a result of such submission plus and (Bii) the aggregate number principal amount of shares of any series of Preferred Shares the ARS subject to valid Hold Orders (determined in accordance with Section 2 of Part II of Appendix B to the Articles SupplementarySupplemental Indenture) submitted to the Auction Agent by BD plus and (Ciii) the number principal amount of shares of any series of Preferred Shares the ARS deemed to be subject to Hold Orders by Beneficial Owners Existing Holders pursuant to Section 2 of Part II of Appendix B to the Articles Supplementary Supplemental Indenture that were acquired by such Existing Holders through BD for its own account or were acquired by such Beneficial Owners through BD; and (b) in the case of any Auction Date immediately preceding a Special Dividend Period of one year or longer, that amount as mutually agreed upon by the Funds and BD, based on the selling concession that would be applicable to an underwriting of fixed or variable rate Preferred Shares with a similar final maturity or variable rate dividend period, at the commencement of for such Special Dividend Auction Period. For purposes of subclause (a)(iv)(Cc)(iii) of the foregoing sentence, if any Beneficial Owner Existing Holder who acquired shares of any series of Preferred Shares ARS through BD transfers those shares ARS to another Person other than pursuant to an Auction, then the Broker-Dealer for the shares ARS so transferred shall continue to be BD, ; provided, however, that if the transfer was effected by, or if the transferee is, a Broker-Dealer other than BD, then such Broker-Dealer shall be the Broker-Dealer for such sharesARS. If for any reason an Auction is not held on an Auction Date, there shall be no Broker-Dealer Fee applicable with respect to such Auction Date. The Broker-Dealer Fee Rate shall be .25 of 1% per annum. The Broker-Dealer Fee shall be payable solely out of amounts received by the Auction Agent pursuant to the Indenture. The Broker-Dealer Fee Rate shall be the prevailing rate received by broker-dealers for rendering comparable services to others. The Auction Agent shall advise NELNET-1, at NELNET-1's request, at least annually of its view of such then current prevailing rate. If the then current Broker-Dealer Fee Rate is not, in the opinion of NELNET-1 and the Auction Agent, the prevailing rate, NELNET-1 shall change the Broker-Dealer Fee Rate pursuant to the terms hereof and shall notify the Auction Agent and the Broker-Dealer in writing thereof. Any change in the Broker-Dealer Fee Rate shall be effective on the Auction Date next succeeding such change.

Service Charge to Be Paid to BD. On (a) No later than 12:00 Noon on the Business Day next succeeding each Auction Date, the Auction Agent shall pay to BD from moneys received from the Funds Fund an amount equal to: (a) in the case of any Auction Date immediately preceding a Dividend Period of less than one year, the product of (iI) a fraction the numerator of which is the number of days in such Dividend Period (calculated by counting the first day of such Dividend Period but excluding the last day thereof) and the denominator of which is 360, times (ii) 1/4 of 1%, times (iii) $25,000, times (iv) the sum of (A) the aggregate number of shares of any series of Preferred Shares placed AMPS placeD by BD in the applicable Auction that were (x) the subject of a Submitted Bid of a Beneficial Owner submitted by BD and continued to be held as a result of such submission and (y) the subject of a Submitted Bid of a Potential Beneficial Owner submitted by BD and were purchased as a result of such submission plus (B) the aggregate number of shares of any series of Preferred Shares AMPS subject to valid Hold Orders (determined in accordance with Section 2 of Part II of the Articles Supplementary) submitted to the Auction Agent by BD plus (C) the number of shares of any series of Preferred Shares AMPS deemed to be subject to Hold Orders by Beneficial Owners pursuant to Section 2 of Part II of the Articles Supplementary that were acquired by BD for its own account or were acquired by such Beneficial Owners through BD; and (b) in the case of any Auction Date immediately preceding a Special Dividend Rate Period of one year or longer, that amount as mutually agreed upon by the Funds Fund and BD, based on the selling concession that would be applicable to an underwriting of fixed or variable rate Preferred Shares preferred shares with a similar final maturity or variable rate dividend period, at the commencement of such Special Dividend Rate Period. For purposes of subclause (a)(iv)(C) of the foregoing sentence, if any Beneficial Owner who acquired shares of any series of Preferred Shares AMPS through BD transfers those shares to another Person other than pursuant to an Auction, then the Broker-Dealer for the shares so transferred shall continue to be BD, providedPROVIDED, howeverHOWEVER, that if the transfer was effected by, or if the transferee is, a Broker-Dealer other than BD, then such Broker-Dealer shall be the Broker-Dealer for such shares.

Service Charge to Be Paid to BD. On the Business Day next succeeding each Auction DateDate for each series of Preferred Shares, the Auction Agent shall pay to BD from moneys received from the Funds Company an amount equal to: , (a) in the case of any Auction Date immediately preceding a any Dividend Period of less than one year28 days or less, the product of (i) a fraction the numerator of which is the number of days in such Dividend Period (calculated by counting the first day of such Dividend Period but excluding the last day thereof) and the denominator of which is 360365, times (ii) 1/4 of 1%, times (iii) $25,00050,000, times (iv) the sum of (A) the aggregate number of shares of any such series of Preferred Shares placed by BD in the applicable Auction that were (x) the subject of a Submitted Bid of a Beneficial Owner submitted by BD and continued to be held as a result of such submission and (y) the subject of a Submitted Bid of a Potential Beneficial Owner submitted by BD and were purchased as a result of such submission plus (B) the aggregate number of shares of any such series of Preferred Shares subject to valid Hold Orders (determined in accordance with Section 2 of Part II Paragraph 11 of the Articles Supplementary) submitted to the Auction Agent by BD plus (C) the number of shares of any such series of Preferred Shares deemed to be subject to Hold Orders by Beneficial Owners Existing Holders pursuant to Section 2 of Part II Paragraph 11 of the Articles Supplementary that were acquired by such Existing Holders through BD for its own account or were acquired by such Beneficial Owners through BD; and (b) in the case of any Auction Date immediately preceding a Special any Dividend Period of one year 35 days or longermore, that amount as mutually agreed upon on by the Funds Company and BD, based on the a selling concession that would be applicable to an underwriting of fixed or variable rate Preferred Shares preferred shares with a similar final maturity or variable rate dividend period, respectively, at the commencement of the Dividend Period with respect to such Special Dividend PeriodAuction. For the purposes of subclause (a)(iv)(C) of the foregoing sentencecalculating any such fee, if any Beneficial Owner who acquired shares of any series of Preferred Shares through BD transfers those shares to another Person other than pursuant to an Auction, then the Broker-Dealer for the shares so transferred shall continue to will be BD, provided, however, that if the transfer was effected by, or if the transferee is, placed by a Broker-Dealer other than BD, then if such shares were (i) the subject of Hold Orders deemed to have been made by Existing Holders that were acquired by such Existing Holders through such Broker-Dealer shall be or (ii) the subject of the following Orders submitted by such Broker-Dealer for Dealer: (A) a Submitted Bid of an Existing Holder that resulted in such shares.Existing Holder continuing to hold such shares as a result of the Auction, (B) a Submitted Bid of a Potential Holder that resulted in such Potential Holder purchasing such shares as a result of the Auction or (C) a

Service Charge to Be Paid to BD. On each Interest Payment Date, for the Business Day next succeeding each Auction Dateterm of this Agreement, the Auction Agent shall pay to BD from moneys received from BD, pursuant to Section 3.05(b) of the Funds Auction Agency Agreement, a service charge for the preceding Interest Period in an amount equal to: (a) in the case of any Auction Date immediately preceding a Dividend Period of less than one year, to the product of (ia) a fraction fraction, the numerator of which is the number of days in each Auction Period occurring during such Dividend Interest Period (calculated by counting or, in the first day case of such Dividend Period but excluding the last day thereofinitial Interest Period, the actual number of days elapsed since the date of delivery of the Auction Rate Notes) and the denominator of which is 360, times (iib) 1/4 of 1%, the Broker-Dealer Fee Rate times (iii) $25,000, times (ivc) the sum of (Ai) the sum of the aggregate number principal amount of shares of any series of Preferred Shares placed by BD in the applicable Auction Rate Notes that were (xA) the subject of a Submitted Bid Bids of a Beneficial Owner Existing Owners submitted by BD and continued to be held as a result of such submission and (yB) the subject of a Submitted Bid Bids of a Potential Beneficial Owner Owners submitted by BD and were purchased as a result of such submission plus and (Bii) the aggregate number principal amount of shares of any series of Preferred Shares the Auction Rate Notes subject to valid Hold Orders (determined in accordance with Section 2 2.02 (a)(iii)(A) of Part II of Appendix A to the Articles SupplementarySupplemental Indenture) submitted to the Auction Agent by BD plus and (Ciii) the number principal amount of shares of any series of Preferred Shares the Auction Rate Notes deemed to be subject to Hold Orders by Beneficial Existing Owners pursuant to Section 2 2.02(a)(ii)(C) of Part II of Appendix A to the Articles Supplementary Supplemental Indenture that were acquired by BD for its own account or were acquired by such Beneficial Existing Owners through BD; and (b) BD in the case of any Auction Date immediately preceding a Special Dividend Period of one year or longer, that amount as mutually agreed upon by the Funds and BD, based on the selling concession that would be applicable to an underwriting of fixed or variable rate Preferred Shares with a similar final maturity or variable rate dividend period, at the commencement of for such Special Dividend Auction Period. For purposes of subclause (a)(iv)(Cc)(iii) of the foregoing sentence, if any Beneficial Existing Owner who acquired shares of any series of Preferred Shares Auction Rate Notes through BD transfers those shares Auction Rate Notes to another Person other than pursuant to an Auction, then the Broker-Dealer for the shares Auction Rate Notes so transferred shall continue to be BD, ; provided, however, that if the transfer was effected by, or if the transferee is, a Broker-Dealer other than BD, then such Broker-Dealer shall be the Broker-Dealer for such sharesAuction Rate Notes. If for any reason an Auction is not held on an Auction Date, there shall be no Broker-Dealer Fee applicable with respect to such Auction Date. The Broker-Dealer Fee Rate shall be 0.125% per annum. The Broker-Dealer Fee shall be payable solely out of amounts received by the Auction Agent pursuant to the Indenture. The Broker-Dealer Fee Rate shall be the prevailing rate received by broker-dealers for rendering comparable services to others. The Auction Agent shall advise the Issuer, at the Issuer's request, at least annually of its view of such then current prevailing rate. If the then current Broker-Dealer Fee Rate is not, in the opinion of the Issuer and the Auction Agent, the prevailing rate, the Issuer shall change the Broker-Dealer Fee Rate pursuant to the terms hereof and shall notify the Auction Agent and the Broker-Dealer in writing thereof. Any change in the Broker-Dealer Fee Rate shall be effective on the Auction Date next succeeding such change.

Service Charge to Be Paid to BD. On the Business Day next ------------------------------- succeeding each Auction Date, the Auction Agent shall pay to BD from moneys received from the Funds Fund an amount equal to: (a) in the case of any Auction Date immediately preceding a 7-Day Dividend Period of less than one yearor 28-Day Dividend Period, the product of (i) a fraction the numerator of which is the number of days in such Dividend Period (calculated by counting the first day of such Dividend Period but excluding the last day thereof) and the denominator of which is 360, times (ii) 1/4 of 1%, times (iii) $25,000, times (iv) the sum of (A) the aggregate number of shares of any series of Preferred Shares AMPS placed by BD in the applicable Auction that were (x) the subject of a Submitted Bid of a Beneficial Owner submitted by BD and continued to be held as a result of such submission and (y) the subject of a Submitted Bid of a Potential Beneficial Owner submitted by BD and were purchased as a result of such submission plus (B) the aggregate number of shares of any series of Preferred Shares AMPS subject to valid Hold Orders (determined in accordance with Section 2 of Part II Paragraph 10 of the Articles SupplementaryCertificate of Designation) submitted to the Auction Agent by BD plus (C) the number of shares of any series of Preferred Shares AMPS deemed to be subject to Hold Orders by Beneficial Owners pursuant to Section 2 of Part II Paragraph 10 of the Articles Supplementary Certificate of Designation that were acquired by BD for its own account or were acquired by such Beneficial Owners through BD; and (b) in the case of any Auction Date immediately preceding a Special Dividend Period of one year or longerPeriod, that amount as mutually agreed upon by the Funds Fund and BD, based on the selling concession that would be applicable to an underwriting of fixed or variable rate Preferred Shares preferred shares with a similar final maturity or variable rate dividend period, at the commencement of such Special Dividend Period. For purposes of subclause (a)(iv)(C) of the foregoing sentence, if any Beneficial Owner who acquired shares of any series of Preferred Shares AMPS through BD transfers those shares to another Person other than pursuant to an Auction, then the Broker-Dealer for the shares so transferred shall continue to be BD, provided, however, that if the transfer was effected by, or if the transferee is, a Broker-Dealer other than BD, then such Broker-Dealer shall be the Broker-Dealer for such shares.

Service Charge to Be Paid to BD. On No later than 12:00 noon on the Business Day next succeeding each Auction Date, the Auction Agent shall pay a service charge to BD from moneys received from the Funds an amount equal toFund to each Broker-Dealer on the basis of the purchase price of AMPS placed by such Broker-Dealer at such Auction. For the avoidance of doubt, only one Broker-Dealer shall be considered to have placed a particular share of AMPS at any particular Auction. The service charge shall be: (a) in the case of any Auction Date immediately preceding a Dividend Period of less than one year, the product of (i) a fraction the numerator of which is the number of days in such Dividend Period (calculated by counting the first day of such Dividend Period but excluding the last day thereof) and the denominator of which is 360, times (ii) 1/4 of 1%, times (iii) $25,000, times (iv) the sum of (A) the aggregate number of shares of any series of Preferred Shares AMPS placed by BD in the applicable Auction that were (x) the subject of a Submitted Bid of a Beneficial Owner submitted by BD and continued to be held as a result of such submission and (y) the subject of a Submitted Bid of a Potential Beneficial Owner submitted by BD and were purchased as a result of such submission plus (B) the aggregate number of shares of any series of Preferred Shares AMPS subject to valid Hold Orders (determined in accordance with Section 2 paragraph 1 of Part II of Section 12.1 of the Articles SupplementaryBylaws) submitted to the Auction Agent by BD plus (C) the number of shares of any series of Preferred Shares AMPS deemed to be subject to Hold Orders by Beneficial Owners pursuant to Section 2 paragraph 1 of Part II of Section 12.1 of the Articles Supplementary Bylaws that were acquired by BD for its own account or were acquired by such Beneficial Owners through BD; and (b) in the case of any Auction Date immediately preceding a Special Dividend Rate Period of one year or longer, that amount as mutually agreed upon by the Funds Fund and BD, based on the selling concession that would be applicable to an underwriting of fixed or variable rate Preferred Shares preferred shares with a similar final maturity or variable rate dividend period, respectively, at the commencement of such Special Dividend PeriodRate Period with respect to such Auction. For purposes of subclause (a)(iv)(C) of the foregoing sentence, if any Beneficial Owner who acquired shares of any series of Preferred Shares AMPS through BD transfers those shares to another Person other than pursuant to an Auction, then the Broker-Dealer for the shares so transferred shall continue to be BD, providedPROVIDED, howeverHOWEVER, that if the transfer was effected by, or if the transferee is, a Broker-Dealer other than BD, then such other Broker-Dealer shall be the Broker-Dealer for such shares.

Service Charge to Be Paid to BD. On the Business Day next succeeding each Auction Date, the Auction Agent shall pay a service charge to BD BD, from moneys monies received from the Funds Company, in an amount equal to: (a) in the case of any Auction Date immediately preceding a Regular Dividend Period of less than one yearor Short Term Dividend Period, next day funds equal to the product of (i) a fraction fraction, the numerator of which is the number of days in such Dividend Period (calculated by counting the first day of such Dividend Period but excluding the last day thereof) and the denominator of which is 360, times (ii) 1/4 of 1%, times (iii) $25,000, times and (iv) the sum of (A) the aggregate number of shares of any the applicable series of Preferred Shares AMPS placed by BD in the applicable Auction that were (x) the subject of a Submitted Bid of a Beneficial Owner submitted by BD and continued to be held as a result of such submission and (y) the subject of a Submitted Bid of a Potential Beneficial Owner submitted by BD and were purchased as a result of such submission plus (B) the aggregate number of shares of any such series of Preferred Shares AMPS subject to valid Hold Orders (determined in accordance with Section 2 Paragraph 8 of Part II Article Sixth of the Articles SupplementaryCharter) submitted to the Auction Agent by BD plus (C) the number of shares of any such series of Preferred Shares AMPS deemed to be subject to Hold Orders by BD on behalf of Beneficial Owners pursuant to Section 2 Paragraph 8 of Part II Article Sixth of the Articles Supplementary Charter that were acquired by BD for its own account or were acquired by such Beneficial Owners through BD; and (b) in the case of any Auction Date immediately preceding a Special Long Term Dividend Period of one year or longerPeriod, that amount as mutually agreed upon by the Funds Company and BD, based on the selling concession that would be applicable to an underwriting of fixed or variable rate Preferred Shares preferred shares with a similar final maturity or variable rate dividend period, at the commencement of such Special Long Term Dividend Period. For purposes of subclause sub-clause (a)(iv)(C) of the foregoing sentence, if any Beneficial Owner who acquired shares of any series of Preferred Shares Series E AMPS through BD transfers those shares to another Person other than pursuant to an Auction, then the Broker-Dealer for the shares so transferred shall continue to be the BD, provided, however, that if the transfer was effected by, or if the transferee is, a Broker-Dealer other than BD, then such Broker-Dealer shall be the Broker-Dealer for such shares.

Service Charge to Be Paid to BD. On the Business Day next succeeding No later than 12:00 noon on each Auction Dividend Payment Date, the Auction Agent after each Auction will pay a service charge from funds provided by the Corporation to each Broker-Dealer on the basis of the purchase price of Preferred Shares placed by such Broker-Dealer at such Auction. The service charge shall pay to BD from moneys received from the Funds an amount equal to: be (ai) in the case of any Auction Date immediately preceding a Dividend Period of less than one year365 days, the product of (iA) a fraction fraction, the numerator of which is the number of days in such Dividend Period (calculated by counting the first day of such Dividend Period but excluding the last day thereof) and the denominator of which is 360365, times (iiB) 1/4 of 1%, times (iiiC) $25,000, 25,000 times (iv) the sum of (AD) the aggregate number of shares of any series of Preferred Shares placed by BD in the applicable such Broker-Dealer at such Auction that were (x) the subject of a Submitted Bid of a Beneficial Owner submitted by BD and continued to be held as a result of such submission and (y) the subject of a Submitted Bid of a Potential Beneficial Owner submitted by BD and were purchased as a result of such submission plus (B) the aggregate number of shares of any series of Preferred Shares subject to valid Hold Orders (determined in accordance with Section 2 of Part II of the Articles Supplementary) submitted to the Auction Agent by BD plus (C) the number of shares of any series of Preferred Shares deemed to be subject to Hold Orders by Beneficial Owners pursuant to Section 2 of Part II of the Articles Supplementary that were acquired by BD for its own account or were acquired by such Beneficial Owners through BD; and (bii) in the case of any Auction Date immediately preceding a Special Dividend Period of one year 365 days or longermore, that the amount as mutually agreed determined by mutual consent of the Corporation and any such Broker-Dealers and shall be based upon by the Funds and BD, based on the a selling concession that would be applicable to an underwriting of fixed or variable rate Preferred Shares with a similar final maturity or variable rate dividend period, respectively, at the commencement of the Dividend Period with respect to such Special Dividend PeriodAuction. For purposes the purpose of subclause (a)(iv)(C) of the foregoing sentencethis Section 2.8(a), if any Beneficial Owner who acquired shares of any series of Preferred Shares through BD transfers those will be considered "placed" by a Broker-Dealer if such shares were (I) the subject of Hold Orders deemed to another Person other than pursuant have been submitted to an Auction, then the Auction Agent by the Broker-Dealer for the shares so transferred shall continue to be BD, provided, however, that if the transfer was effected by, or if the transferee is, a Broker-Dealer other than BD, then and were acquired by such Broker-Dealer shall be for its customers who are Beneficial Owners or (II) the subject of an order submitted by such Broker-Dealer for that is (A) a Submitted Bid of an Existing Holder that resulted in such shares.Existing Holder continuing to hold such shares as a result of the Auction, (B) a Submitted Bid of a Potential Holder that resulted in such Potential Holder purchasing such shares as a result of the Auction or (C)

Service Charge to Be Paid to BD. On the Business Day next succeeding each Auction DateDate for any series of TAPS of any Fund specified in the Request Letter of any Fund, the Auction Agent for such series shall pay to BD from moneys received from the Funds such Fund an amount equal to: to the product of (a) (i) in the case of any Auction Date immediately preceding a Dividend Rate Period of less such series consisting of 364 Rate Period Days or fewer, 1/4 of 1%, or (ii) in the case of any Auction Date immediately preceding a Rate Period of such series consisting of more than one year364 Rate Period Days, the product of such percentage as may be agreed upon by such Fund and BD with respect to such Rate Period, times (ib) a fraction fraction, the numerator of which is the number of days Rate Period Days in the Rate Period therefor beginning on such Dividend Period (calculated by counting the first day of such Dividend Period but excluding the last day thereof) Business Day and the denominator of which is 360365 if such Rate Period consists of 7 Rate Period Days and 360 for all other Rate Periods, times (iic) 1/4 of 1%, $25,000 times (iii) $25,000, times (ivd) the sum of (Ai) the aggregate number of shares of any such series of Preferred Shares placed by BD in the applicable such Auction that were (xA) the subject of a Submitted Bid Bids of a Beneficial Owner Existing Holders submitted by BD and continued to be held as a result of such submission and (yB) the subject of a Submitted Bid Bids of a Potential Beneficial Owner Holders submitted by BD and were purchased as a result of such submission plus (Bii) the aggregate number of shares of any such series of Preferred Shares subject to valid Hold Orders (determined in accordance with paragraph (d) of Section 2 of Part II of the Articles SupplementaryAuction Procedures) submitted to the Auction Agent by BD plus (Ciii) the number of shares of any series of Preferred Shares TAPS deemed to be subject to Hold Orders by Beneficial Owners of Existing Holders pursuant to paragraph (c) of Section 2 of Part II the Auction Procedures of the Articles Supplementary such Fund that were acquired by BD for its own account or were acquired by such BD for its customers who are Beneficial Owners through BD; and (b) in the case of any Auction Date immediately preceding a Special Dividend Period of one year or longer, that amount as mutually agreed upon by the Funds and BD, based on the selling concession that would be applicable to an underwriting of fixed or variable rate Preferred Shares with a similar final maturity or variable rate dividend period, at the commencement of such Special Dividend PeriodOwners. For purposes of subclause (a)(iv)(Cd)(iii) of the foregoing sentenceparagraph, if any Existing Holder or Beneficial Owner who acquired shares of any series of Preferred Shares TAPS through BD transfers those shares to another Person other than pursuant to an Auction, then the Broker-Dealer for the shares so transferred shall continue to be BD, ; provided, however, that if the transfer was effected by, or if the transferee is, a Broker-Dealer other than BD, then such Broker-Dealer shall be the Broker-Dealer for such shares.

Service Charge to Be Paid to BD. On the Business Day next succeeding each Auction Date, the Auction Agent shall pay to BD from moneys received from the Funds Fund an amount equal toto the product of: (a) (i) in the case of any Auction Date immediately preceding a Dividend Distribution Period consisting of less than one year, 1/4 of 1% or (ii) in the product case of any Auction Date immediately preceding a Distribution Period consisting of one year or more, a percentage agreed upon in writing by the Fund and the BD times (ib) a fraction the numerator of which is the number of days in such Dividend Distribution Period (calculated by counting the first day of beginning on such Dividend Period but excluding the last day thereof) Business Day and the denominator of which is 360, times (ii) 1/4 of 1%, times (iiic) $25,000, times (ivd) the sum of (Ai) the aggregate number of shares of any series of Preferred Shares placed by BD in the applicable Auction that were (xA) the subject of a Submitted Bid of a Beneficial Owner an Existing Holder submitted by BD and continued to be held as a result of such submission and (yB) the subject of a Submitted Bid of a Potential Beneficial Owner Holder submitted by BD and were purchased as a result of such submission plus (Bii) the aggregate number of shares of any series of Preferred Shares subject to valid Hold Orders (determined in accordance with paragraph (d) of Section 2 of Part II of Article X of the Articles SupplementaryBylaws) submitted to the Auction Agent by BD plus (Ciii) the number of shares of any series of Preferred Shares deemed to be subject to Hold Orders by Beneficial Owners Existing Holders pursuant to paragraph (c) of Section 2 of Part II of Article X of the Articles Supplementary Bylaws that were acquired by BD for its own account or were acquired by such BD for its customers who are Beneficial Owners through BD; and (b) in the case of any Auction Date immediately preceding a Special Dividend Period of one year or longer, that amount as mutually agreed upon by the Funds and BD, based on the selling concession that would be applicable to an underwriting of fixed or variable rate Preferred Shares with a similar final maturity or variable rate dividend period, at the commencement of such Special Dividend PeriodOwners. For purposes of subclause (a)(iv)(Cd)(iii) of the foregoing sentence, if any Existing Holder or Beneficial Owner who acquired shares of any series of Preferred Shares through BD transfers those shares to another Person other than pursuant to an Auction, then the Broker-Dealer for the shares so transferred shall continue to be BD, providedPROVIDED, howeverHOWEVER, that if the transfer was effected by, or if the transferee is, a Broker-Dealer other than BD, then such Broker-Dealer shall be the Broker-Dealer for such shares.

Service Charge to Be Paid to BD. On the Business Day next succeeding each Auction Date, the Auction Agent shall pay to BD from moneys received from the Funds Company an amount equal to: (a) in the case of any Auction Date immediately preceding a 28-Day Dividend Period of less than one yearPeriod, the product of (i) a fraction the numerator of which is the number of days in such Dividend Period (calculated by counting the first day of such Dividend Period but excluding the last day thereof) and the denominator of which is 360, times (ii) 1/4 of 1%, times (iii) $25,000, times (iv) the sum of (A) the aggregate number of shares of any series of Preferred Shares AMPS placed by BD in the applicable Auction that were (x) the subject of a Submitted Bid of a Beneficial Owner submitted by BD and continued to be held as a result of such submission and (y) the subject of a Submitted Bid of a Potential Beneficial Owner submitted by BD and were purchased as a result of such submission plus (B) the aggregate number of shares of any series of Preferred Shares AMPS subject to valid Hold Orders (determined in accordance with Section 2 of Part II Paragraph 10 of the Articles Supplementary) submitted to the Auction Agent by BD plus (C) the number of shares of any series of Preferred Shares AMPS deemed to be subject to Hold Orders by Beneficial Owners pursuant to Section 2 of Part II Paragraph 10 of the Articles Supplementary that were acquired by BD for its own account or were acquired by such Beneficial Owners through BD; and (b) in the case of any Auction Date immediately preceding a Special Dividend Period of one year or longerPeriod, that amount as mutually agreed upon by the Funds Company and BD, based on the selling concession that would be applicable to an underwriting of fixed or variable rate Preferred Shares preferred shares with a similar final maturity or variable rate dividend period, at the commencement of such Special Dividend Period. For purposes of subclause (a)(iv)(C) of the foregoing sentence, if any Beneficial Owner who acquired shares of any series of Preferred Shares the AMPS through BD transfers those shares to another Person other than pursuant to an Auction, then the Broker-Dealer for the shares so transferred shall continue to be BD, provided, however, that if the transfer was effected by, or if the transferee is, a Broker-Dealer other than BD, then such Broker-Dealer shall be the Broker-Dealer for such shares.

Service Charge to Be Paid to BD. On the Business Day next succeeding Not later than 3:00 p.m. on each Auction Dividend Payment Date, the Auction Agent shall after each Auction will pay a service charge from funds provided by the Fund to BD from moneys received from on the Funds an amount equal to: basis of the purchase price of Preferred Shares placed by BD at such Auction. The service charge shall be (ai) in the case of any Auction Date immediately preceding a 7 day Dividend Period of less than one yearPeriod, the product of (iA) a fraction the numerator of which is the number of days in such Dividend Period (calculated by counting the first day of such Dividend Period but excluding the last day thereof) and the denominator of which is 360365, times (iiB) 1/4 of 1%, times (iiiC) $25,000, 25,000 times (ivD) the sum of (AI) the aggregate number of shares of any series of Preferred Shares placed by BD in the applicable Auction that were (x) the subject of a Submitted Bid of a Beneficial Owner submitted by BD and continued to be held as a result of such submission and (y) the subject of a Submitted Bid of a Potential Beneficial Owner submitted by BD and were purchased as a result of such submission plus (BII) the aggregate number of shares of any series of Preferred Shares subject to valid Hold Orders (determined in accordance with Section 2 1 of Part II of the Articles SupplementaryStatement of Preferences) submitted to the Auction Agent by BD plus (CIII) the number of shares of any series of Preferred Shares deemed to be subject to Hold Orders by Beneficial Owners pursuant to Section 2 1 of Part II of the Articles Supplementary Statement of Preferences that were acquired by BD for its own account or were acquired by such Beneficial Owners through BD; and (bii) in the case of any Auction Date immediately preceding a Special Dividend Period Period, the amount determined by mutual consent of one year or longer, that amount as mutually agreed the Fund and BD based upon by the Funds and BD, based on the a selling concession that would be applicable to an underwriting of fixed or variable rate Preferred Shares preferred shares with a similar final maturity or variable rate dividend period, respectively, at the commencement of such Special Dividend Period. For purposes of subclause (a)(iv)(C) of the foregoing sentence, if any Beneficial Owner who acquired shares of any series of Preferred Shares through BD transfers those shares to another Person other than pursuant to an Auction, then the Broker-Dealer for the shares so transferred shall continue to be BD, provided, however, that if the transfer was effected by, or if the transferee is, a Broker-Dealer other than BD, then such Broker-Dealer shall be the Broker-Dealer for such shares.

Service Charge to Be Paid to BD. On the Business Day next ------------------------------- succeeding each Auction Date, the Auction Agent shall pay to BD from moneys received from the Funds Company an amount equal to: (a) in the case of any Auction Date immediately preceding a 7-Day Dividend Period of less than one yearor 28-Day Dividend Period, the product of (i) a fraction the numerator of which is the number of days in such Dividend Period (calculated by counting the first day of such Dividend Period but excluding the last day thereof) and the denominator of which is 360, times (ii) 1/4 of 1%, times (iii) $25,000, times (iv) the sum of (A) the aggregate number of shares of any series of Preferred Shares AMPS placed by BD in the applicable Auction that were (x) the subject of a Submitted Bid of a Beneficial Owner submitted by BD and continued to be held as a result of such submission and (y) the subject of a Submitted Bid of a Potential Beneficial Owner submitted by BD and were purchased as a result of such submission plus (B) the aggregate number of shares of any series of Preferred Shares AMPS subject to valid Hold Orders (determined in accordance with Section 2 of Part II Paragraph __ of the Articles Supplementary) submitted to the Auction Agent by BD plus (C) the number of shares of any series of Preferred Shares AMPS deemed to be subject to Hold Orders by Beneficial Owners pursuant to Section 2 of Part II Paragraph __ of the Articles Supplementary that were acquired by BD for its own account or were acquired by such Beneficial Owners through BD; and (b) in the case of any Auction Date immediately preceding a Special Dividend Period of one year or longerPeriod, that amount as mutually agreed upon by the Funds Company and BD, based on the selling concession that would be applicable to an underwriting of fixed or variable rate Preferred Shares preferred shares with a similar final maturity or variable rate dividend period, at the commencement of such Special Dividend Period. For purposes of subclause (a)(iv)(C) of the foregoing sentence, if any Beneficial Owner who acquired shares of any series of Preferred Shares AMPS through BD transfers those shares to another Person other than pursuant to an Auction, then the Broker-Dealer for the shares so transferred shall continue to be BD, provided, however, that if the transfer was effected by, or if the transferee is, a Broker-Dealer other than BD, then such Broker-Dealer shall be the Broker-Dealer for such shares.

Service Charge to Be Paid to BD. On the Business Day next succeeding each Auction Date, the Auction Agent shall pay a service charge to BD BD, from moneys monies received from the Funds Company, in an amount equal to: (a) in the case of any Auction Date immediately preceding a Regular Dividend Period of less than one yearor Short Term Dividend Period, next day funds equal to the product of (i) a fraction fraction, the numerator of which is the number of days in such Dividend Period (calculated by counting the first day of such Dividend Period but excluding the last day thereof) and the denominator of which is 360, times (ii) 1/4 of 1%, times (iii) $25,000, times and (iv) the sum of (A) the aggregate number of shares of any series of Preferred Shares AMPS placed by BD in the applicable Auction that were (x) the subject of a Submitted Bid of a Beneficial Owner submitted by BD and continued to be held as a result of such submission and (y) the subject of a Submitted Bid of a Potential Beneficial Owner submitted by BD and were purchased as a result of such submission plus (B) the aggregate number of shares of any series of Preferred Shares AMPS subject to valid Hold Orders (determined in accordance with Section 2 Paragraph 8 of Part II Article XII of the Articles SupplementaryCharter) submitted to the Auction Agent by BD plus (C) the number of shares of any series of Preferred Shares AMPS deemed to be subject to Hold Orders by BD on behalf of Beneficial Owners pursuant to Section 2 Paragraph 8 of Part II Article XII of the Articles Supplementary Charter that were acquired by BD for its own account or were acquired by such Beneficial Owners through BD; and (b) in the case of any Auction Date immediately preceding a Special Long Term Dividend Period of one year or longerPeriod, that amount as mutually agreed upon by the Funds Company and BD, based on the selling concession that would be applicable to an underwriting of fixed or variable rate Preferred Shares preferred shares with a similar final maturity or variable rate dividend period, at the commencement of such Special Long Term Dividend Period. For purposes of subclause sub-clause (a)(iv)(C) of the foregoing sentence, if any Beneficial Owner who acquired shares of any series of Preferred Shares AMPS through BD transfers those shares to another Person other than pursuant to an Auction, then the Broker-Dealer for the shares so transferred shall continue to be the BD, provided, however, that if the transfer was effected by, or if the transferee is, a Broker-Dealer other than BD, then such Broker-Dealer shall be the Broker-Dealer for such shares.

Service Charge to Be Paid to BD. On the Business Day next succeeding each Auction DateDate for any series of TAPS of any Fund, the Auction Agent for such series shall pay to BD from moneys received from the Funds such Fund an amount equal to: to the product of (a) (i) in the case of any Auction Date immediately preceding a Dividend Rate Period of less such series consisting of 364 Rate Period Days or fewer, 1/4 of 1%, or (ii) in the case of any Auction Date immediately preceding a Rate Period of such series consisting of more than one year364 Rate Period Days, the product of such percentage as may be agreed upon by such Fund and BD with respect to such Rate Period, times (ib) a fraction fraction, the numerator of which is the number of days Rate Period Days in the Rate Period therefor beginning on such Dividend Period (calculated by counting the first day of such Dividend Period but excluding the last day thereof) Business Day and the denominator of which is 360365 if such Rate Period consists of [28] Rate Period Days and 360 for all other Rate Periods, times (iic) 1/4 of 1%, $25,000 times (iii) $25,000, times (ivd) the sum of (Ai) the aggregate number of shares of any such series of Preferred Shares placed by BD in the applicable such Auction that were (xA) the subject of a Submitted Bid Bids of a Beneficial Owner Existing Holders submitted by BD and continued to be held as a result of such submission and (yB) the subject of a Submitted Bid Bids of a Potential Beneficial Owner Holders submitted by BD and were purchased as a result of such submission plus (Bii) the aggregate number of shares of any such series of Preferred Shares subject to valid Hold Orders (determined in accordance with paragraph (d) of Section 2 of Part II of the Articles SupplementaryAuction Procedures) submitted to the Auction Agent by BD plus (Ciii) the number of shares of any series of Preferred Shares TAPS deemed to be subject to Hold Orders by Beneficial Owners of Existing Holders pursuant to paragraph (c) of Section 2 of Part II the Auction Procedures of the Articles Supplementary such Fund that were acquired by BD for its own account or were acquired by such BD for its customers who are Beneficial Owners through BD; and (b) in the case of any Auction Date immediately preceding a Special Dividend Period of one year or longer, that amount as mutually agreed upon by the Funds and BD, based on the selling concession that would be applicable to an underwriting of fixed or variable rate Preferred Shares with a similar final maturity or variable rate dividend period, at the commencement of such Special Dividend PeriodOwners. For purposes of subclause (a)(iv)(Cd)(iii) of the foregoing sentenceparagraph, if any Existing Holder or Beneficial Owner who acquired shares of any series of Preferred Shares TAPS through BD transfers those shares to another Person other than pursuant to an Auction, then the Broker-Dealer for the shares so transferred shall continue to be BD, ; provided, however, that if the transfer was effected by, or if the transferee is, a Broker-Dealer other than BD, then such Broker-Dealer shall be the Broker-Dealer for such shares.

Service Charge to Be Paid to BD. On the Business Day next succeeding each Auction Date, the Auction Agent shall pay to BD from moneys received from the Funds Company an amount equal to: (a) in the case of any Auction Date immediately preceding a 7-Day Dividend Period of less than one yearPeriod, the product of (i) a fraction the numerator of which is the number of days in such Dividend Period (calculated by counting the first day of such Dividend Period but excluding the last day thereof) and the denominator of which is 360, times (ii) 1/4 of 1%, times (iii) $25,000, times (iv) the sum of (A) the aggregate number of shares of any series of Preferred Shares AMPS placed by BD in the applicable Auction that were (x) the subject of a Submitted Bid of a Beneficial Owner submitted by BD and continued to be held as a result of such submission and (y) the subject of a Submitted Bid of a Potential Beneficial Owner submitted by BD and were purchased as a result of such submission plus (B) the aggregate number of shares of any series of Preferred Shares AMPS subject to valid Hold Orders (determined in accordance with Section 2 of Part II Paragraph 10 of the Articles Supplementary) submitted to the Auction Agent by BD plus (C) the number of shares of any series of Preferred Shares AMPS deemed to be subject to Hold Orders by Beneficial Owners pursuant to Section 2 of Part II Paragraph 10 of the Articles Supplementary that were acquired by BD for its own account or were acquired by such Beneficial Owners through BD; and (b) in the case of any Auction Date immediately preceding a Special Dividend Period of one year or longerPeriod, that amount as mutually agreed upon by the Funds Company and BD, based on the selling concession that would be applicable to an underwriting of fixed or variable rate Preferred Shares preferred shares with a similar final maturity or variable rate dividend period, at the commencement of such Special Dividend Period. For purposes of subclause (a)(iv)(C) of the foregoing sentence, if any Beneficial Owner who acquired shares of any series of Preferred Shares AMPS through BD transfers those shares to another Person other than pursuant to an Auction, then the Broker-Dealer for the shares so transferred shall continue to be BD, provided, however, that if the transfer was effected by, or if the transferee is, a Broker-Dealer other than BD, then such Broker-Dealer shall be the Broker-Dealer for such shares.

Service Charge to Be Paid to BD. On the Business ------------------------------- Day next succeeding each Auction Date, the Auction Agent shall pay to BD from moneys received from the Funds Company an amount equal to: (a) in the case of any Auction Date immediately preceding a 7-Day Dividend Period of less than one yearor 28-Day Dividend Period, the product of (i) a fraction the numerator of which is the number of days in such Dividend Period (calculated by counting the first day of such Dividend Period but excluding the last day thereof) and the denominator of which is 360, times (ii) 1/4 of 1%, times (iii) $25,000, times (iv) the sum of (A) the aggregate number of shares of any series of Preferred Shares AMPS placed by BD in the applicable Auction that were (x) the subject of a Submitted Bid of a Beneficial Owner submitted by BD and continued to be held as a result of such submission and (y) the subject of a Submitted Bid of a Potential Beneficial Owner submitted by BD and were purchased as a result of such submission plus (B) the aggregate number of shares of any series of Preferred Shares AMPS subject to valid Hold Orders (determined in accordance with Section 2 of Part II Paragraph 10 of the Articles Supplementary) submitted to the Auction Agent by BD plus (C) the number of shares of any series of Preferred Shares AMPS deemed to be subject to Hold Orders by Beneficial Owners pursuant to Section 2 of Part II Paragraph 10 of the Articles Supplementary that were acquired by BD for its own account or were acquired by such Beneficial Owners through BD; and (b) in the case of any Auction Date immediately preceding a Special Dividend Period of one year or longerPeriod, that amount as mutually agreed upon by the Funds Company and BD, based on the selling concession that would be applicable to an underwriting of fixed or variable rate Preferred Shares preferred shares with a similar final maturity or variable rate dividend period, at the commencement of such Special Dividend Period. For purposes of subclause (a)(iv)(C) of the foregoing sentence, if any Beneficial Owner who acquired shares of any series of Preferred Shares AMPS through BD transfers those shares to another Person other than pursuant to an Auction, then the Broker-Dealer for the shares so transferred shall continue to be BD, provided, however, that if the transfer was effected by, or if the transferee is, a Broker-Dealer other than BD, then such Broker-Dealer shall be the Broker-Dealer for such shares.

Service Charge to Be Paid to BD. On the Business Day next succeeding each Auction Date, the Auction Agent shall pay to BD from moneys received from the Funds Fund an amount equal toto the product of: (a) (i) in the case of any Auction Date immediately preceding a Dividend Distribution Period consisting of less than one year, 1/4 of 1% or (ii) in the product case of any Auction Date immediately preceding a Distribution Period consisting of one year or more, a percentage agreed upon in writing by the Fund and the BD times (ib) a fraction the numerator of which is the number of days in such Dividend Distribution Period (calculated by counting the first day of beginning on such Dividend Period but excluding the last day thereof) Business Day and the denominator of which is 360, times (ii) 1/4 of 1%, times (iiic) $25,000, times (ivd) the sum of (Ai) the aggregate number of shares of any series of Preferred Shares placed by BD in the applicable Auction that were (xA) the subject of a Submitted Bid of a Beneficial Owner an Existing Holder submitted by BD and continued to be held as a result of such submission and (yB) the subject of a Submitted Bid of a Potential Beneficial Owner Holder submitted by BD and were purchased as a result of such submission plus (Bii) the aggregate number of shares of any series of Preferred Shares subject to valid Hold Orders (determined in accordance with paragraph (d) of Section 2 of Part II of Article X of the Articles SupplementaryBylaws) submitted to the Auction Agent by BD plus (Ciii) the number of shares of any series of Preferred Shares deemed to be subject to Hold Orders by Beneficial Owners Existing Holders pursuant to paragraph (c) of Section 2 of Part II of Article X of the Articles Supplementary Bylaws that were acquired by BD for its own account or were acquired by such BD for its customers who are Beneficial Owners through BD; and (b) in the case of any Auction Date immediately preceding a Special Dividend Period of one year or longer, that amount as mutually agreed upon by the Funds and BD, based on the selling concession that would be applicable to an underwriting of fixed or variable rate Preferred Shares with a similar final maturity or variable rate dividend period, at the commencement of such Special Dividend PeriodOwners. For purposes of subclause (a)(iv)(Cd)(iii) of the foregoing sentence, if any Existing Holder or Beneficial Owner who acquired shares of any series of Preferred Shares through BD transfers those shares to another Person other than pursuant to an Auction, then the Broker-Dealer for the shares so transferred shall continue to be BD, provided, however, that if the transfer was effected by, or if the transferee is, a Broker-Dealer other than BD, then such Broker-Dealer shall be the Broker-Dealer for such shares.

Service Charge to Be Paid to BD. On the Business Day next succeeding each Auction DateDate for any series of APS, the Auction Agent shall pay to BD from moneys received from the Funds Trust an amount equal to: (a) (i) in the case of any Auction Date immediately preceding a Dividend Rate Period of less 364 Rate Period Days or fewer, 1/4 of 1%, or (ii) in the case of any Auction Date immediately preceding a Rate Period of such series consisting of more than one year364 Rate Period Days, the product of such percentage as may be agreed upon by such Trust and BD with respect to such Rate Period, times (ib) a fraction fraction, the numerator of which is the number of days Rate Period Days in the Rate Period therefor beginning on such Dividend Period (calculated by counting the first day of such Dividend Period but excluding the last day thereof) Business Day and the denominator of which is 360365 if such Rate Period consists of 7 Rate Period Days and 360 for all other Rate Periods, times (iic) 1/4 of 1%, $25,000 times (iii) $25,000, times (ivd) the sum of (Ai) the aggregate number of shares of any such series of Preferred Shares placed by BD in the applicable such Auction that were (xA) the subject of a Submitted Bid Bids of a Beneficial Owner Existing Holders submitted by BD and continued to be held as a result of such submission and (yB) the subject of a Submitted Bid Bids of a Potential Beneficial Owner Holders submitted by BD and were purchased as a result of such submission plus (Bii) the aggregate number of shares of any such series of Preferred Shares subject to valid Hold Orders (determined in accordance with paragraph (d) of Part II, Section 2 of Part II of the Articles SupplementaryStatement) submitted to the Auction Agent by BD plus (Ciii) the number of shares of any series of Preferred Shares APS deemed to be subject to Hold Orders by Beneficial Owners of Existing Holders pursuant to Part II, Section 2 of Part II 2(c) of the Articles Supplementary Statement of such Trust that were acquired by BD for its own account or were acquired by such BD for its customers who are Beneficial Owners through BD; and (b) in the case of any Auction Date immediately preceding a Special Dividend Period of one year or longer, that amount as mutually agreed upon by the Funds and BD, based on the selling concession that would be applicable to an underwriting of fixed or variable rate Preferred Shares with a similar final maturity or variable rate dividend period, at the commencement of such Special Dividend PeriodOwners. For purposes of subclause (a)(iv)(Cd)(iii) of the foregoing sentenceparagraph, if any Beneficial Owner who acquired shares of any series of Preferred Shares APS through BD transfers those shares to another Person other than pursuant to an Auction, then the Broker-Dealer for the shares so transferred shall continue to be BD, provided, however, that if the transfer was effected by, or if the transferee is, a Broker-Dealer other than BD, then such Broker-Dealer shall be the Broker-Dealer for such shares.

Service Charge to Be Paid to BD. On (a) No later than 12:00 Noon on the Business Day next succeeding each Auction Date, the Auction Agent shall pay to BD from moneys received from the Funds Fund an amount equal to: (a) in the case of any Auction Date immediately preceding a Dividend Period of less than one year, the product of (iI) a fraction the numerator of which is the number of days in such Dividend Period (calculated by counting the first day of such Dividend Period but excluding the last day thereof) and the denominator of which is 360, times (ii) 1/4 of 1%, times (iii) $25,000, times (iv) the sum of (A) the aggregate number of shares of any series of Preferred Shares AMPS placed by BD in the applicable Auction that were (x) the subject of a Submitted Bid of a Beneficial Owner submitted by BD and continued to be held as a result of such submission and (y) the subject of a Submitted Bid of a Potential Beneficial Owner submitted by BD and were purchased as a result of such submission plus (B) the aggregate number of shares of any series of Preferred Shares AMPS subject to valid Hold Orders (determined in accordance with Section 2 of Part II of the Articles Supplementary) submitted to the Auction Agent by BD plus (C) the number of shares of any series of Preferred Shares AMPS deemed to be subject to Hold Orders by Beneficial Owners pursuant to Section 2 of Part II of the Articles Supplementary that were acquired by BD for its own account or were acquired by such Beneficial Owners through BD; and (b) in the case of any Auction Date immediately preceding a Special Dividend Rate Period of one year or longer, that amount as mutually agreed upon by the Funds Fund and BD, based on the selling concession that would be applicable to an underwriting of fixed or variable rate Preferred Shares preferred shares with a similar final maturity or variable rate dividend period, at the commencement of such Special Dividend Rate Period. For purposes of subclause (a)(iv)(C) of the foregoing sentence, if any Beneficial Owner who acquired shares of any series of Preferred Shares AMPS through BD transfers those shares to another Person other than pursuant to an Auction, then the Broker-Dealer for the shares so transferred shall continue to be BD, providedPROVIDED, howeverHOWEVER, that if the transfer was effected by, or if the transferee is, a Broker-Dealer other than BD, then such Broker-Dealer shall be the Broker-Dealer for such shares.

Service Charge to Be Paid to BD. (a) On the Business Day next succeeding each Auction DateRate Distribution Date for the Notes, for the term of this Agreement, the Auction Agent Issuer shall pay to BD from moneys received from the Funds applicable Broker-Dealer as set forth in Section 5.03(c) of the Indenture an amount equal to: (a) in the case of any Auction Date immediately preceding a Dividend Period of less than one year, to the product of (i) a fraction fraction, the numerator of which is the number of days in such Dividend the related Interest Accrual Period (calculated by counting or in the first day case of such Dividend Period but excluding the last day thereofinitial period, the actual number of days elapsed since the date of delivery of the Notes) and the denominator of which is 360, 360 days times (ii) 1/4 of 1%, the Broker-Dealer Fee Rate times (iii) $25,000, times (iv) the sum of (A) the sum of the aggregate number principal amount of shares of any series of Preferred Shares the Notes placed by BD in all Auctions held since the applicable last Auction Rate Distribution Date that were (x1) the subject of a Submitted Bid Bids of a Beneficial Owner Existing Owners submitted by BD and continued to be held as a result of such submission and (y2) the subject of a Submitted Bid Bids of a Potential Beneficial Owner Owners submitted by BD and were purchased as a result of such submission plus and (B) the aggregate number principal amount of shares of any series of Preferred Shares the Notes subject to valid Hold Orders (determined in accordance with Section 2 of Part II of the Articles SupplementaryAuction Procedures) submitted to the Auction Agent by BD plus and (C) the number principal amount of shares of any series of Preferred Shares the Notes deemed to be subject to Hold Orders by Beneficial Existing Owners pursuant to Section 2 of Part II of the Articles Supplementary Auction Procedures that were acquired by BD for its own account or were acquired by such Beneficial Existing Owners through BD; and , divided by (biv) in the case sum of any the aggregate principal amount of the Notes auctioned since the last Auction Rate Distribution Date immediately preceding a Special Dividend Period of one year or longer, that amount as mutually agreed upon divided by the Funds and BD, based on the selling concession that would be applicable to an underwriting aggregate principal amount of fixed or variable rate Preferred Shares with a similar final maturity or variable rate dividend period, Notes outstanding at the commencement beginning of such Special Dividend Periodperiod. For purposes of subclause (a)(iv)(Ciii)(C) of the foregoing sentence, if any Beneficial Existing Owner who acquired shares of any series of Preferred Shares Notes through BD transfers those shares Notes to another Person person other than pursuant to an Auction, then the Broker-Dealer for the shares Notes so transferred shall continue to be BD, ; provided, however, that if the transfer was effected by, or if the transferee is, a Broker-Dealer other than BD, then such Broker-Dealer shall be the Broker-Dealer for such sharesNotes. If for any reason an Auction is not held on an Auction Date, there shall be no Broker-Dealer Fee applicable with respect to such Auction Date.