Common use of Broker-Dealers Clause in Contracts

Broker-Dealers. (a) Not later than 12:00 Noon on each Auction Date for any series of MuniPreferred, the Fund shall pay to the Auction Agent an amount in cash equal to the aggregate fees payable to the Broker-Dealers for such series pursuant to Section 2.8 of the Broker-Dealer Agreements for such series. The Auction Agent shall apply such moneys as set forth in Section 2.8 of each such Broker-Dealer Agreement. (b) The Fund shall obtain the consent of the Auction Agent prior to selecting any Person to act as a Broker-Dealer, which consent shall not be unreasonably withheld. (c) The Auction Agent shall terminate any Broker-Dealer Agreement as set forth therein if so directed by the Fund, provided that at least one Broker- Dealer Agreement would be in effect for each series of MuniPreferred after such termination. (d) Subject to the Auction Agent's having consented to the selection of the relevant Broker-Dealer pursuant to Section 2.8(b) hereof, the Auction Agent shall from time to time enter into such Broker-Dealer Agreements with one or more Broker-Dealers as the Fund shall request, and shall enter into such schedules to any such Broker-Dealer Agreements as the Fund shall request, which schedules, among other things, shall set forth the series of MuniPreferred to which such Broker-Dealer Agreement relates.

Broker-Dealers. (a1) Not later than 12:00 Noon on each Auction Date for any series of MuniPreferredPreferred Shares, the Fund Trust shall pay to the Auction Agent an amount in cash equal to the aggregate fees payable to the Broker-Dealers for such series pursuant to Section 2.8 2.5 of the Broker-Dealer Agreements for such series. The Auction Agent shall apply such moneys as set forth in Section 2.8 of each such Broker-Dealer Agreement. (b2) The Fund Trust shall obtain the consent of the Auction Agent prior to selecting any Person to act as a Broker-Dealer, which consent shall not be unreasonably withheld. (c3) The Auction Agent shall terminate any Broker-Dealer Agreement as set forth therein if so directed by the FundTrust, provided that at least one Broker- Broker-Dealer Agreement would be in effect for each series of MuniPreferred Preferred Shares after such termination. (d4) Subject to the Auction Agent's having consented to the selection of the relevant Broker-Dealer pursuant to Section 2.8(b2.5(b) hereof, the Auction Agent shall from time to time enter into such Broker-Dealer Agreements with one or more Broker-Dealers as the Fund Trust shall request, and shall enter into such schedules to any such Broker-Dealer Agreements as the Fund Trust shall request, which schedules, among other things, shall set forth the series of MuniPreferred Preferred Shares to which such Broker-Dealer Agreement relates.

Broker-Dealers. (a) Not later than 12:00 Noon on each Auction Date for any series of MuniPreferredAPS, the Fund Trust shall pay to the Auction Agent an amount in cash equal to the aggregate fees payable to the Broker-Dealers for such series pursuant to Section 2.8 3.5 of the Broker-Dealer Agreements for such series. The Auction Agent shall apply such moneys as set forth in Section 2.8 3.5 of each such Broker-Dealer Agreement. (b) The Fund Trust shall obtain the consent of notify the Auction Agent in writing prior to selecting any Person to act as a Broker-Dealer, which consent shall not be unreasonably withheld. (c) The Auction Agent shall terminate any Broker-Dealer Agreement as set forth therein if so directed by the FundTrust, provided that at least one Broker- Broker-Dealer Agreement would be in effect for each series of MuniPreferred APS after such termination. (d) Subject to the Auction Agent's having consented to received notice of the selection of the relevant Broker-Dealer pursuant to Section 2.8(b2.5(b) hereof, the Auction Agent shall from time to time enter into such Broker-Dealer Agreements with one or more Broker-Dealers as the Fund Trust shall request, and shall enter into such schedules to any such Broker-Dealer Agreements as the Fund Trust shall request, which schedules, among other things, shall set forth the series of MuniPreferred APS to which such Broker-Dealer Agreement relates.

Broker-Dealers. (a) Not later than 12:00 Noon on each Auction Date for any series of MuniPreferredFundPreferred shares, the Fund shall pay to the Auction Agent an amount in cash equal to the aggregate fees payable to the Broker-Dealers for such series pursuant to Section 2.8 2.6 of the Broker-Dealer Agreements Agreement for such series. The Auction Agent shall apply such moneys as set forth in Section 2.8 2.6 of each such Broker-Dealer Agreement. (b) The Fund shall obtain the consent of the Auction Agent prior to selecting any Person to act as a Broker-Dealer, which consent shall not be unreasonably withheld. (c) The Auction Agent shall terminate any Broker-Dealer Agreement as set forth therein if so directed by the Fund, provided that at least one Broker- Dealer Agreement would be in effect for each series of MuniPreferred after such termination. (d) Subject to the Auction Agent's having consented to the selection of the relevant Broker-Dealer pursuant to Section 2.8(b) hereof, the Auction Agent shall from time to time enter into such Broker-Dealer Agreements with one or more Broker-Dealers as the Fund shall request, and shall enter into such schedules to any such Broker-Dealer Agreements as the Fund shall request, which schedules, among other things, shall set forth the series of MuniPreferred FundPreferred shares to which such Broker-Dealer Agreement relates.

Broker-Dealers. (a) Not later than 12:00 Noon on each Auction Date for any series of MuniPreferred, the Fund shall pay to the Auction Agent an amount in cash equal to the aggregate fees payable to the Broker-Dealers for such series pursuant to Section 2.8 of the Broker-Dealer Agreements for such series. The Auction Agent shall apply such moneys as set forth in Section 2.8 of each such Broker-Dealer Agreement. (b) The Fund shall obtain the consent of the Auction Agent prior to selecting any Person to act as a Broker-Dealer, which consent shall not be unreasonably withheld. (c) The Auction Agent shall terminate any Broker-Dealer Dealer-Agreement as set forth therein if so directed by the Fund, provided that at least one Broker- Dealer Agreement would be in effect for each series of MuniPreferred after such termination. (d) Subject to the Auction Agent's having consented to the selection of the relevant Broker-Dealer pursuant to Section 2.8(b) hereof, the Auction Agent shall from time to time enter into such Broker-Dealer Agreements with one or more Broker-Dealers as the Fund shall request, and shall enter into such schedules to any such Broker-Dealer Agreements as the Fund shall request, which schedules, among other things, shall set forth the series of MuniPreferred to which such Broker-Dealer Agreement relates.

Broker-Dealers. (a) Not later than 12:00 Noon on each Auction Date for any series of MuniPreferredAMPS, the Fund Trust shall pay to the Auction Agent an amount in cash equal to the aggregate fees payable to the Broker-Dealers for such series pursuant to Section 2.8 2.6 of the Broker-Dealer Agreements for such series. The Auction Agent shall apply such moneys as set forth in Section 2.8 2.6 of each such Broker-Dealer Agreement. (b) The Fund Trust shall obtain the consent of the Auction Agent prior to selecting any Person to act as a Broker-Dealer, which consent shall not be unreasonably withheld. (c) The Auction Agent shall terminate any Broker-Dealer Agreement as set forth therein if so directed by the FundTrust, provided that at least one Broker- Broker-Dealer Agreement would be in effect for each series of MuniPreferred AMPS after such termination. (d) Subject to the Auction Agent's having consented to the selection of the relevant Broker-Dealer pursuant to Section 2.8(b2.5(b) hereof, the Auction Agent shall from time to time enter into such Broker-Dealer Agreements with one or more Broker-Dealers as the Fund Trust shall request, and shall enter into such schedules to any such Broker-Dealer Agreements as the Fund Trust shall request, which schedules, among other things, shall set forth the series of MuniPreferred AMPS to which such Broker-Dealer Agreement relates.

Broker-Dealers. (a) Not No later than 12:00 Noon noon on each Auction Date for any series of MuniPreferredPreferred Shares, the Fund Corporation shall pay to the Auction Agent an amount in cash equal to the aggregate fees payable to the Broker-Dealers for such series pursuant to Section 2.8 of the Broker-Dealer Agreements for such seriesAgreements. The Auction Agent shall apply such moneys as set forth in Section 2.8 of each such Broker-Dealer Agreement. (b) The Fund Corporation shall obtain the consent of the Auction Agent prior to selecting any Person to act as a Broker-Dealer, which consent shall not be unreasonably withheld. (c) The Auction Agent shall terminate any Broker-Dealer Agreement as set forth therein if so directed by the FundCorporation, provided that at least one Broker- Broker-Dealer Agreement would be in effect for each series of MuniPreferred the Preferred Shares after such termination. (d) Subject to the Auction Agent's having consented to the selection of the relevant Broker-Dealer pursuant to Section 2.8(b2.5(b) hereof, the Auction Agent shall from time to time enter into such Broker-Dealer Agreements in the form attached hereto as Exhibit A with one or more Broker-Dealers as the Fund Corporation shall request, and shall enter into such schedules to any such Broker-Dealer Agreements as the Fund Corporation shall request, which schedules, among other things, shall set forth the series of MuniPreferred to which such Broker-Dealer Agreement relates.

Broker-Dealers. (a) Not later than 12:00 Noon on each Auction Date for any series of MuniPreferredAMPS, the Fund Trust shall pay to the Auction Agent an amount in cash equal to the aggregate fees payable to the Broker-Dealers for such series the AMPS pursuant to Section 2.8 2.6 of the Broker-Dealer Agreements for such seriesthe AMPS. The Auction Agent shall apply such moneys as set forth in Section 2.8 2.6 of each such Broker-Dealer Agreement. (b) The Fund Trust shall obtain the consent of the Auction Agent prior to selecting any Person to act as a Broker-Dealer, which consent shall not be unreasonably withheld. The Trust may designate an Affiliate of Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated to act as a Broker-Dealer. (c) The Auction Agent shall terminate any Broker-Dealer Agreement as set forth therein if so directed by the FundTrust, provided that at least one Broker- Broker-Dealer Agreement would be in effect for each series of MuniPreferred the AMPS after such termination. (d) Subject to the Auction Agent's having consented to the selection of the relevant Broker-Dealer pursuant to Section 2.8(b2.5(b) hereof, the Auction Agent shall from time to time enter into such Broker-Dealer Agreements with one or more Broker-Dealers as the Fund Trust shall request, and shall enter into such schedules to any such Broker-Dealer Agreements as the Fund shall request, which schedules, among other things, shall set forth the series of MuniPreferred to which such Broker-Dealer Agreement relates.

Broker-Dealers. (a) Not later than 12:00 Noon on each Auction Date for any series of MuniPreferredPreferred Shares, the Fund Trust shall pay to the Auction Agent an amount in cash equal to the aggregate fees payable to the Broker-Dealers for such series pursuant to Section 2.8 of the Broker-Dealer Agreements for such series. The Auction Agent shall apply such moneys as set forth in Section 2.8 of each such Broker-Dealer Agreement. (b) The Fund Trust shall obtain the consent of the Auction Agent prior to selecting any Person to act as a Broker-Dealer, which consent shall not be unreasonably withheld. (c) The Auction Agent shall terminate any Broker-Dealer Agreement as set forth therein if so directed by the FundTrust, provided that at least one Broker- Broker-Dealer Agreement would be in effect for each series of MuniPreferred Preferred Shares after such termination. (d) Subject to the Auction Agent's having consented to the selection of the relevant Broker-Dealer pursuant to Section 2.8(b2.5(b) hereof, the Auction Agent shall from time to time enter into such Broker-Dealer Agreements with one or more Broker-Dealers as the Fund Trust shall request, and shall enter into such schedules to any such Broker-Dealer Agreements as the Fund Trust shall request, which schedules, among other things, shall set forth the series of MuniPreferred Preferred Shares to which such Broker-Dealer Agreement relates.

Broker-Dealers. (a) Not later than 12:00 Noon on each Auction Date for any series of MuniPreferredATP, the Fund shall pay to the Auction Agent an amount in cash equal to the aggregate fees payable to the Broker-Dealers for such series pursuant to Section 2.8 of the Broker-Dealer Agreements Agreement for such series. The Auction Agent shall apply such moneys as set forth in Section 2.8 of each such Broker-Dealer Agreement. (b) The Fund shall obtain the consent of the Auction Agent prior to selecting any Person to act as a Broker-Dealer, which consent shall not be unreasonably withheld. (c) The Auction Agent shall terminate any Broker-Dealer Agreement as set forth therein if so directed by the Fund, provided that at least one Broker- Dealer Agreement would be in effect for each series of MuniPreferred after such termination. (d) Subject to the Auction Agent's having consented to the selection of the relevant Broker-Dealer pursuant to Section 2.8(b) hereof, the Auction Agent shall from time to time enter into such Broker-Dealer Agreements with one or more Broker-Dealers as the Fund shall request, and shall enter into such schedules to any such Broker-Dealer Agreements as the Fund shall request, which schedules, among other things, shall set forth the series of MuniPreferred ATP to which such Broker-Dealer Agreement relates.

Broker-Dealers. (a) Not later than 12:00 Noon on each Auction Date for any series of MuniPreferred, the Fund shall pay to the Auction Agent an amount in cash equal to the aggregate fees payable to the Broker-Dealers for such series pursuant to Section 2.8 of the Broker-Dealer Agreements for such series. The Auction Agent shall apply such moneys as set forth in Section 2.8 of each such Broker-Dealer Agreement. (b) The Fund shall obtain the consent of the Auction Agent prior to selecting any Person to act as a Broker-Dealer, which consent shall not be unreasonably withheld. (c) The Auction Agent shall terminate any Broker-Dealer Agreement as set forth therein if so directed by the Fund, provided that at least one Broker- Broker-Dealer Agreement would be in effect for each series of MuniPreferred after such termination. (d) Subject to the Auction Agent's having consented to the selection of the relevant Broker-Dealer pursuant to Section 2.8(b) hereof, the Auction Agent shall from time to time enter into such Broker-Dealer Agreements with one or more Broker-Dealers as the Fund shall request, and shall enter into such schedules to any such Broker-Dealer Agreements as the Fund shall request, which schedules, among other things, shall set forth the series of MuniPreferred to which such Broker-Dealer Agreement relates.

Broker-Dealers. (a) Not later than 12:00 Noon on each Auction Date for any series of MuniPreferredPreferred Shares, the Fund shall pay to the Auction Agent an amount in cash equal to the aggregate fees payable to the Broker-Dealers for such series pursuant to Section 2.8 2.6 of the Broker-Dealer Agreements Agreement for such series. The Auction Agent shall apply such moneys as set forth in Section 2.8 2.6 of each such Broker-Dealer Agreement. (b) The Fund shall obtain the consent of the Auction Agent prior to selecting any Person to act as a Broker-Dealer, which consent shall not be unreasonably withheld. (c) The Auction Agent shall terminate any Broker-Dealer Agreement as set forth therein if so directed in writing by the Fund, provided that at least one Broker- Dealer Agreement would be in effect for each series of MuniPreferred after such termination. (d) Subject to the Auction Agent's having consented to the selection of the relevant Broker-Dealer pursuant to Section 2.8(b2.7(b) hereof, the Auction Agent shall from time to time enter into such Broker-Dealer Agreements with one or more Broker-Dealers as the Fund shall request, and shall enter into such schedules to any such Broker-Dealer Agreements as the Fund shall request, which schedules, among other things, shall set forth the series of MuniPreferred Preferred Shares to which such Broker-Dealer Agreement relates.

Broker-Dealers. (a) Not later than 12:00 Noon on each Auction Date for any series of MuniPreferredthe APS, the Fund shall pay to the Auction Agent an amount in cash equal to the aggregate fees payable to the Broker-Dealers for such series pursuant to Section 2.8 of the Broker-Dealer Agreements for such seriesAgreements. The Auction Agent shall apply such moneys as set forth in Section 2.8 of each such Broker-Dealer Agreement. (b) The Fund shall obtain the consent of the Auction Agent prior to selecting any Person to act as a Broker-Dealer, which consent shall not be unreasonably withheld. (c) The Auction Agent shall terminate any Broker-Dealer Agreement as set forth therein if so directed by the Fund, provided that at least one Broker- Broker-Dealer Agreement would be in effect for each series of MuniPreferred the APS after such termination. (d) Subject to the Auction Agent's having consented to the selection of the relevant Broker-Dealer pursuant to Section 2.8(b) hereof, the Auction Agent shall from time to time enter into such Broker-Dealer Agreements with one or more Broker-Dealers as the Fund shall request, and shall enter into such schedules to any such Broker-Dealer Agreements as the Fund shall request, which schedules, among other things, shall set forth the series of MuniPreferred APS to which such Broker-Dealer Agreement relates.

Broker-Dealers. (a) Not later than 12:00 Noon Noon, New York City time, on each Auction Date for any series of MuniPreferredMunicipal Preferred, the Fund Trust shall pay to the Auction Agent an amount in cash equal to the aggregate fees payable to the Broker-Dealers for such series pursuant to Section 2.8 of the Broker-Dealer Agreements for such series. The Auction Agent shall apply such moneys as set forth in Section 2.8 of each such Broker-Dealer Agreement. (b) The Fund Trust shall obtain the consent of the Auction Agent prior to selecting any Person to act as a Broker-Dealer, which consent shall not be unreasonably withheld. (c) The Auction Agent shall terminate any Broker-Dealer Agreement as set forth therein if so directed by the FundTrust, provided that at least one Broker- Broker-Dealer Agreement would be in effect for each series of MuniPreferred Municipal Preferred after such termination. (d) Subject to the Auction Agent's having consented to the selection of the relevant Broker-Dealer pursuant to Section 2.8(b) hereof, the Auction Agent shall from time to time enter into such Broker-Dealer Agreements with one or more Broker-Dealers as the Fund Trust shall request, and shall enter into such schedules to any such Broker-Dealer Agreements as the Fund Trust shall request, which schedules, among 14 14 other things, shall set forth the series of MuniPreferred Municipal Preferred to which such Broker-Dealer Agreement relates.

Broker-Dealers. (a) Not later than 12:00 Noon on each Auction Date for any series of MuniPreferredAMPS, the Fund Trust shall pay to the Auction Agent an amount in cash equal to the aggregate fees payable to the Broker-Dealers for such series pursuant to Section 2.8 2.5 of the Broker-Dealer Agreements for such series. The Auction Agent shall apply such moneys as set forth in Section 2.8 of each such Broker-Dealer Agreement. (b) The Fund Trust shall obtain the consent of the Auction Agent prior to selecting any Person to act as a Broker-Dealer, which consent shall not be unreasonably withheld. (c) The Auction Agent shall terminate any Broker-Dealer Agreement as set forth therein if so directed by the FundTrust, provided that at least one Broker- Broker-Dealer Agreement would be in effect for each series of MuniPreferred AMPS after such termination. (d) Subject to the Auction Agent's having consented to the selection of the relevant Broker-Dealer pursuant to Section 2.8(b2.5(b) hereof, the Auction Agent shall from time to time enter into such Broker-Dealer Agreements with one or more Broker-Dealers as the Fund Trust shall request, and shall enter into such schedules to any such Broker-Dealer Agreements as the Fund Trust shall request, which schedules, among other things, shall set forth the series of MuniPreferred AMPS to which such Broker-Dealer Agreement relates.

Broker-Dealers. (a) Not later than 12:00 Noon on each Auction Dividend Payment Date for any series of MuniPreferredPreferred Shares, the Fund Company shall pay to the Auction Agent an amount in cash equal to the aggregate fees payable to the Broker-Dealers for such series Preferred Shares pursuant to Section 2.8 of the Broker-Dealer Agreements for Preferred Shares. The Auction Agent shall advise the Company of the amount referred to in the preceding sentence in respect of such seriesAuction not later than 4:00 PM on the Business Day preceding such Dividend Payment Date. The Auction Agent shall apply such moneys as set forth in Section 2.8 of each such Broker-Dealer Agreement. To the extent that any such moneys are not payable to a Broker-Dealer because Sufficient Clearing Bids did not exist in the relevant Auction and the Preferred Shares therefore continue to be held despite being subject to a Submitted Sell Order, the Auction Agent shall repay such money to the Company. (b) The Fund shall obtain the consent of the Auction Agent prior to selecting any Person to act as a Broker-Dealer, which consent shall not be unreasonably withheld. (c) The Auction Agent shall terminate any Broker-Dealer Agreement as set forth therein if so directed by the FundCompany, provided that at least one Broker- Broker-Dealer Agreement would be in effect for each series of MuniPreferred after such termination. (dc) Subject to the Auction Agent's having consented to the selection of the relevant Broker-Dealer pursuant to Section 2.8(b) hereof, the The Auction Agent shall from time to time enter into such Broker-Dealer Agreements with one or more Broker-Dealers as the Fund Company shall request, and shall enter into such schedules to any such Broker-Dealer Agreements as the Fund company shall request, which schedules, among other things, . (d) The Auction Agent shall set forth the series maintain and update from time to time a list of MuniPreferred to which such Broker-Dealer Agreement relatesDealers.

Broker-Dealers. (a) Not later than 12:00 Noon on each Auction Date for any series of MuniPreferredAPS, the Fund shall pay to the Auction Agent an amount in cash equal to the aggregate fees payable to the Broker-Dealers for such series pursuant to Section 2.8 of the Broker-Dealer Agreements for such series. The Auction Agent shall apply such moneys as set forth in Section 2.8 of each such Broker-Dealer Agreement. (b) The Fund shall obtain the consent of the Auction Agent prior to selecting any Person to act as a Broker-Dealer, which consent shall not be unreasonably withheld. (c) The Auction Agent shall terminate any Broker-Dealer Agreement as set forth therein if so directed by the Fund, provided that at least one Broker- Broker-Dealer Agreement would be in effect for each series of MuniPreferred APS after such termination. (d) Subject to the Auction Agent's having consented to the selection of the relevant Broker-Dealer pursuant to Section 2.8(b) hereof, the Auction Agent shall from time to time enter into such Broker-Dealer Agreements with one or more Broker-Dealers as the Fund shall request, and shall enter into such schedules to any such Broker-Dealer Agreements as the Fund shall request, which schedules, among other things, shall set forth the series of MuniPreferred APS to which such Broker-Dealer Agreement relates.

Broker-Dealers. (a) Not later than 12:00 Noon on the Business Day next succeeding each Auction Date for any series of MuniPreferredAMPS, the Fund shall pay to the Auction Agent an amount in cash equal to the aggregate fees payable to the Broker-Dealers for such series pursuant to Section 2.8 3.6 of the Broker-Dealer Agreements for such series. The Auction Agent shall apply such moneys as set forth in Section 2.8 3.6 of each such Broker-Dealer Agreement. (b) The Fund shall obtain the consent of the Auction Agent prior to selecting any Person to act as a Broker-Dealer, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, the Fund may designate Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated as Broker-Dealer. (c) The Auction Agent shall terminate any Broker-Dealer Agreement as set forth therein if so directed by the Fund, provided that at least one Broker- Broker-Dealer Agreement would be in effect for each series of MuniPreferred AMPS after such termination. (d) Subject to the Auction Agent's having consented to the selection of the relevant Broker-Dealer pursuant to Section 2.8(b2.5(b) hereof, the Auction Agent shall from time to time enter into such Broker-Dealer Agreements with one or more Broker-Dealers as the Fund shall request, and shall enter into such schedules to any such Broker-Dealer Agreements as the Fund shall request, which schedules, among other things, shall set forth the series of MuniPreferred AMPS to which such Broker-Dealer Agreement relates.

Broker-Dealers. (a) Not later than 12:00 Noon on each Auction Date for any series of MuniPreferredthe APS, the Fund Trust shall pay to the Auction Agent an amount in cash equal to the aggregate fees payable to the Broker-Dealers for such series pursuant to Section 2.8 2.7 of the Broker-Dealer Agreements for such seriesAgreements. The Auction Agent shall apply such moneys as set forth in Section 2.8 2.7 of each such Broker-Dealer Agreement. (b) The Fund Trust shall obtain the consent of the Auction Agent prior to selecting any Person to act as a Broker-Dealer, which consent shall not be unreasonably withheld. (c) The Auction Agent shall terminate any Broker-Dealer Agreement as set forth therein if so directed in writing by the FundTrust, provided that at least one Broker- Broker-Dealer Agreement would be in effect for each series of MuniPreferred the APS after such termination. (d) Subject to the Auction Agent's ’s having consented to the selection of the relevant Broker-Dealer pursuant to Section 2.8(b2.5(b) hereof, the Auction Agent shall from time to time enter into such Broker-Dealer Agreements with one or more Broker-Dealers as the Fund Trust shall request, and shall enter into such schedules to any such Broker-Dealer Agreements as the Fund Trust shall request, which schedules, among other things, shall set forth the series of MuniPreferred APS to which such Broker-Dealer Agreement relates.

Broker-Dealers. (a) Not No later than 12:00 Noon noon on each Auction Date for any series of MuniPreferredPreferred Shares, the Fund Trust shall pay to the Auction Agent an amount in cash equal to the aggregate fees payable to the Broker-Dealers for such series pursuant to Section 2.8 of the Broker-Dealer Agreements for such seriesAgreements. The Auction Agent shall apply such moneys as set forth in Section 2.8 of each such Broker-Dealer Agreement. (b) The Fund Trust shall obtain the consent of the Auction Agent prior to selecting any Person to act as a Broker-Dealer, which consent shall not be unreasonably withheld. (c) The Auction Agent shall terminate any Broker-Dealer Agreement as set forth therein if so directed by the FundTrust, provided that at least one Broker- Broker-Dealer Agreement would be in effect for each series of MuniPreferred the Preferred Shares after such termination. (d) Subject to the Auction Agent's having consented to the selection of the relevant Broker-Dealer pursuant to Section 2.8(b2.5(b) hereof, the Auction Agent shall from time to time enter into such Broker-Dealer Agreements in the form attached hereto as Exhibit A with one or more Broker-Dealers as the Fund Trust shall request, and shall enter into such schedules to any such Broker-Dealer Agreements as the Fund Trust shall request, which schedules, among other things, shall set forth the series of MuniPreferred to which such Broker-Dealer Agreement relates.

Broker-Dealers. (a) Not later than 12:00 Noon Noon, New York City time, on each Auction Date for any series of MuniPreferredMunicipal Preferred, the Fund Trust shall pay to the Auction Agent an amount in cash equal to the aggregate fees payable to the Broker-Dealers for such series pursuant to Section 2.8 of the Broker-Dealer Agreements for such series. The Auction Agent shall apply such moneys as set forth in Section 2.8 of each such Broker-Dealer Agreement. (b) The Fund Trust shall obtain the consent of the Auction Agent prior to selecting any Person to act as a Broker-Dealer, which consent shall not be unreasonably withheld. (c) The Auction Agent shall terminate any Broker-Dealer Agreement as set forth therein if so directed by the FundTrust, provided that at least one Broker- Broker-Dealer Agreement would be in effect for each series of MuniPreferred Municipal Preferred after such termination. (d) Subject to the Auction Agent's having consented to the selection of the relevant Broker-Dealer pursuant to Section 2.8(b) hereof, the Auction Agent shall from time to time enter into such Broker-Dealer Agreements with one or more Broker-Dealers as the Fund Trust shall request, and shall enter into such schedules to any such Broker-Dealer Agreements as the Fund Trust shall request, which schedules, among 16 14 other things, shall set forth the series of MuniPreferred Municipal Preferred to which such Broker-Dealer Agreement relates.

Broker-Dealers. (a) Not later than 12:00 Noon on each Auction Date for any series of MuniPreferredthe APS, the Fund Trust shall pay to the Auction Agent an amount in cash equal to the aggregate fees payable to the Broker-Dealers for such series pursuant to Section 2.8 2.7 of the Broker-Dealer Agreements for such seriesAgreements. The Auction Agent shall apply such moneys as set forth in Section 2.8 2.7 of each such Broker-Dealer Agreement. (b) The Fund Trust shall obtain the consent of the Auction Agent prior to selecting any Person to act as a Broker-Dealer, which consent shall not be unreasonably withheld. (c) The Auction Agent shall terminate any Broker-Dealer Agreement as set forth therein if so directed in writing by the FundTrust, provided that at least one Broker- Broker-Dealer Agreement would be in effect for each series of MuniPreferred the APS after such termination. (d) Subject to the Auction Agent's having consented to the selection of the relevant Broker-Dealer pursuant to Section 2.8(b2.5(b) hereof, the Auction Agent shall from time to time enter into such Broker-Dealer Agreements with one or more Broker-Dealers as the Fund Trust shall request, and shall enter into such schedules to any such Broker-Dealer Agreements as the Fund Trust shall request, which schedules, among other things, shall set forth the series of MuniPreferred APS to which such Broker-Dealer Agreement relates.

Broker-Dealers. (a) Not later than 12:00 Noon noon on each Auction Date for any series of MuniPreferredAMPS, the Fund Trust shall pay to the Auction Agent an amount in cash equal to the aggregate fees payable to the Broker-Dealers for such series pursuant to Section 2.8 2.7 of the Broker-Dealer Agreements for such series. The Auction Agent shall apply such moneys as set forth in Section 2.8 2.7 of each such Broker-Dealer Agreement. (b) The Fund Trust shall obtain the consent of the Auction Agent prior to selecting any Person to act as a Broker-Dealer, which consent shall not be unreasonably withheld. (c) The Auction Agent shall terminate any Broker-Dealer Agreement as set forth therein if so directed by the FundTrust, provided that at least one Broker- Broker-Dealer Agreement would be in effect for each series of MuniPreferred AMPS after such termination. (d) Subject to the Auction Agent's having consented to the selection of the relevant Broker-Dealer pursuant to Section 2.8(b2.5(b) hereof, the Auction Agent shall from time to time enter into such Broker-Dealer Agreements with one or more Broker-Dealers as the Fund Trust shall request, and shall enter into such schedules to any such Broker-Dealer Agreements as the Fund Trust shall request, which schedules, among other things, shall set forth the series of MuniPreferred AMPS to which such Broker-Dealer Agreement relates.

Broker-Dealers. (a1) Not later than 12:00 Noon on each Auction Date for any series of MuniPreferredPreferred Shares, the Fund Trust shall pay to the Auction Agent an amount in cash equal to the aggregate fees payable to the Broker-Dealers for such series pursuant to Section 2.8 of the Broker-Dealer Agreements for such series. The Auction Agent shall apply such moneys as set forth in Section 2.8 of each such Broker-Dealer Agreement. (b2) The Fund Trust shall obtain the consent of the Auction Agent prior to selecting any Person to act as a Broker-Dealer, which consent shall not be unreasonably withheld. (c3) The Auction Agent shall terminate any Broker-Dealer Agreement as set forth therein if so directed by the FundTrust, provided that at least one Broker- Broker-Dealer Agreement would be in effect for each series of MuniPreferred Preferred Shares after such termination. (d4) Subject to the Auction Agent's having consented to the selection of the relevant Broker-Dealer pursuant to Section 2.8(b2.5(b) hereof, the Auction Agent shall from time to time enter into such Broker-Dealer Agreements with one or more Broker-Dealers as the Fund Trust shall request, and shall enter into such schedules to any such Broker-Dealer Agreements as the Fund Trust shall request, which schedules, among other things, shall set forth the series of MuniPreferred Preferred Shares to which such Broker-Dealer Agreement relates.

Broker-Dealers. (a) Not later than 12:00 Noon Noon, New York City time, on each Auction Date for any series of MuniPreferredMunicipal Preferred, the Fund Trust shall pay to the Auction Agent an amount in cash equal to the aggregate fees payable to the Broker-Dealers for such series pursuant to Section 2.8 of the Broker-Dealer Agreements for such series. The Auction Agent shall apply such moneys as set forth in Section 2.8 of each such Broker-Dealer Agreement. (b) The Fund Trust shall obtain the consent of the Auction Agent prior to selecting any Person to act as a Broker-Dealer, which consent shall not be unreasonably withheld. (c) The Auction Agent shall terminate any Broker-Dealer Agreement as set forth therein if so directed by the FundTrust, provided that at least one Broker- Broker-Dealer Agreement would be in effect for each series of MuniPreferred Municipal Preferred after such termination. (d) Subject to the Auction Agent's having consented to the selection of the relevant Broker-Dealer pursuant to Section 2.8(b) hereof, the Auction Agent shall from time to time enter into such Broker-Dealer Agreements with one or more Broker-Dealers as the Fund Trust shall request, and shall enter into such schedules to any such Broker-Dealer Agreements as the Fund Trust shall request, which schedules, among other things, shall set forth the series of MuniPreferred Municipal Preferred to which such Broker-Dealer Agreement relates.

Broker-Dealers. (a) Not later than 12:00 Noon on each Auction Date for any series of MuniPreferredTAPS, the Fund shall pay to the Auction Agent an amount in cash equal to the aggregate fees payable to the Broker-Dealers for such series pursuant to Section 2.8 2.6 of the Broker-Dealer Agreements Agreement for such series. The Auction Agent shall apply such moneys as set forth in Section 2.8 2.6 of each such Broker-Dealer Agreement. (b) The Fund shall obtain the consent of the Auction Agent prior to selecting any Person to act as a Broker-Dealer, which consent shall not be unreasonably withheld. (c) The Auction Agent shall terminate any Broker-Dealer Agreement as set forth therein if so directed by the Fund, provided that at least one Broker- Dealer Agreement would be in effect for each series of MuniPreferred after such termination. (d) Subject to the Auction Agent's having consented to the selection of the relevant Broker-Broker- Dealer pursuant to Section 2.8(b) hereof, the Auction Agent shall from time to time enter into such Broker-Broker- Dealer Agreements with one or more Broker-Dealers as the Fund shall request, and shall enter into such schedules to any such Broker-Dealer Agreements as the Fund shall request, which schedules, among other things, shall set forth the series of MuniPreferred TAPS to which such Broker-Dealer Agreement relates.

Broker-Dealers. (a) Not later than 12:00 Noon on each Auction Date for any series of MuniPreferredAPS, the Fund Trust shall pay to the Auction Agent an amount in cash equal to the aggregate fees payable to the Broker-Dealers for such series pursuant to Section 2.8 2.6 of the Broker-Dealer Agreements for such series. The Auction Agent shall apply such moneys as set forth in Section 2.8 2.6 of each such Broker-Dealer Agreement. (b) The Fund Trust shall obtain the consent of notify the Auction Agent in writing prior to selecting any Person to act as a Broker-Dealer, which consent shall not be unreasonably withheld. (c) The Auction Agent shall terminate any Broker-Dealer Agreement as set forth therein if so directed by the FundTrust, provided that at least one Broker- Broker-Dealer Agreement would be in effect for each series of MuniPreferred APS after such termination. (d) Subject to the Auction Agent's having consented to received notice of the selection of the relevant Broker-Dealer pursuant to Section 2.8(b2.5(b) hereof, the Auction Agent shall from time to time enter into such Broker-Dealer Agreements with one or more Broker-Dealers as the Fund Trust shall request, and shall enter into such schedules to any such Broker-Dealer Agreements as the Fund Trust shall request, which schedules, among other things, shall set forth the series of MuniPreferred APS to which such Broker-Dealer Agreement relates.

Broker-Dealers. (a) Not later than 12:00 Noon on each Auction Date for any series of MuniPreferredDate, the Fund shall pay to the Auction Agent an amount in cash equal to the aggregate fees payable to the Broker-Dealers for such series the APS pursuant to Section 2.8 of the Broker-Dealer Agreements for such seriesAPS. The Auction Agent shall apply such moneys as set forth in Section 2.8 of each such Broker-Dealer Agreement. (b) The Fund shall obtain the consent of the Auction Agent prior to selecting any Person to act as a Broker-Dealer, which consent shall not be unreasonably withheld. (c) The Auction Agent shall terminate any Broker-Dealer Agreement as set forth therein if so directed by the Fund, provided that at least one Broker- Dealer BrokerDealer Agreement would be in effect for each series of MuniPreferred the APS after such termination. (d) Subject to the Auction Agent's having consented to the selection of the relevant Broker-Dealer pursuant to Section 2.8(b) hereof, the Auction Agent shall from time to time enter into such Broker-Dealer Agreements with one or more Broker-Dealers as the Fund shall request, and shall enter into such schedules to any such Broker-Dealer Agreements as the Fund shall request, which schedules, among other things, shall set forth the series of MuniPreferred APS to which such Broker-Dealer Agreement relates.

Broker-Dealers. (a) Not later than 12:00 Noon on each Auction Date for any series of MuniPreferredthe APS, the Fund shall pay to the Auction Agent an amount in cash equal to the aggregate fees payable to the Broker-Dealers for such series the APS pursuant to Section 2.8 of the Broker-Dealer Agreements for such seriesthe APS. The Auction Agent shall apply such moneys as set forth in Section 2.8 of each such Broker-Dealer Agreement. (b) The Fund shall obtain the consent of the Auction Agent prior to selecting any Person to act as a Broker-Dealer, which consent shall not be unreasonably withheld. (c) The Auction Agent shall terminate any Broker-Dealer Agreement as set forth therein if so directed by the Fund, provided that at least one Broker- Dealer BrokerDealer Agreement would be in effect for each series of MuniPreferred the APS after such termination. (d) Subject to the Auction Agent's having consented to the selection of the relevant Broker-Dealer pursuant to Section 2.8(b2.8 (b) hereof, the Auction Agent shall from time to time enter into such Broker-Dealer Agreements with one or more Broker-Dealers as the Fund shall request, and shall enter into such schedules to any such Broker-Dealer Agreements as the Fund shall request, which schedules, among other things, shall set forth that the series of MuniPreferred to which such Broker-Dealer Agreement relatesrelates to the APS.

Broker-Dealers. (a) Not later than 12:00 Noon on each Auction Date for any series of MuniPreferredAPS, the Fund shall pay to the Auction Agent an amount in cash equal to the aggregate fees payable to the Broker-Dealers for such series pursuant to Section 2.8 of the Broker-Dealer Agreements for such series. The Auction Agent shall Draft February 24, 1992 __:__ PM apply such moneys as set forth in Section 2.8 of each such Broker-Dealer Agreement. (b) The Fund shall obtain the consent of the Auction Agent prior to selecting any Person to act as a Broker-Dealer, which consent shall not be unreasonably withheld. (c) The Auction Agent shall terminate any Broker-Dealer Agreement as set forth therein if so directed by the Fund, provided that at least one Broker- Broker-Dealer Agreement would be in effect for each series of MuniPreferred APS after such termination. (d) Subject to the Auction Agent's having consented to the selection of the relevant Broker-Dealer pursuant to Section 2.8(b) hereof, the Auction Agent shall from time to time enter into such Broker-Dealer Agreements with one or more Broker-Dealers as the Fund shall request, and shall enter into such schedules to any such Broker-Dealer Agreements as the Fund shall request, which schedules, among other things, shall set forth the series of MuniPreferred APS to which such Broker-Dealer Agreement relates.

Broker-Dealers. (a) Not later than 12:00 Noon on each Auction Date for any series of MuniPreferredPreferred Shares, the Fund Trust shall pay to the Auction Agent an amount in cash equal to the aggregate fees payable to the Broker-Dealers for such series pursuant to Section 2.8 of the Broker-Dealer Agreements for such series. The Auction Agent shall apply such moneys as set forth in Section 2.8 of each such Broker-Dealer Agreement. (b) The Fund Trust shall obtain the consent of the Auction Agent prior to selecting any Person to act as a Broker-Dealer, which consent shall not be unreasonably withheld. (c) The Auction Agent shall terminate any Broker-Dealer Agreement as set forth therein if so directed by the FundTrust, provided that at least one Broker- Broker-Dealer Agreement would be in effect for each series of MuniPreferred Preferred Shares after such termination. (d) Subject to the Auction Agent's having consented to the selection of the relevant Broker-Dealer pursuant to Section 2.8(b) hereof, the Auction Agent shall from time to time enter into such Broker-Dealer Agreements with one or more Broker-Dealers as the Fund Trust shall request, and shall enter into such schedules to any such Broker-Dealer Agreements as the Fund Trust shall request, which schedules, among other things, shall set forth the series of MuniPreferred Preferred Shares to which such Broker-Dealer Agreement relates.

Broker-Dealers. (a) Not later than 12:00 Noon on each Auction Date for any series of MuniPreferredAPS, the Fund Trust shall pay to the Auction Agent an amount in cash equal to the aggregate fees payable to the Broker-Dealers for such series pursuant to Section 2.8 2.7 of the Broker-Dealer Agreements for such series. The Auction Agent shall apply such moneys as set forth in Section 2.8 2.7 of each such Broker-Dealer Agreement. (b) The Fund Trust shall obtain the consent of the Auction Agent prior to selecting any Person to act as a Broker-Dealer, which consent shall not be unreasonably withheld. (c) The Auction Agent shall terminate any Broker-Dealer Agreement as set forth therein if so directed by the FundTrust, provided that at least one Broker- Broker-Dealer Agreement would be in effect for each series of MuniPreferred APS after such termination. (d) Subject to the Auction Agent's having consented to the selection of the relevant Broker-Dealer pursuant to Section 2.8(b2.5(b) hereof, the Auction Agent shall from time to time enter into such Broker-Dealer Agreements with one or more Broker-Dealers as the Fund Trust shall request, and shall enter into such schedules to any such Broker-Dealer Agreements as the Fund Trust shall request, which schedules, among other things, shall set forth the series of MuniPreferred APS to which such Broker-Dealer Agreement relates.

Broker-Dealers. (a) Not later than 12:00 Noon on each Auction Date for any series of MuniPreferredFundNotes, the Fund shall pay to the Auction Agent an amount in cash equal to the aggregate fees payable to the Broker-Dealers for such series pursuant to Section 2.8 2.6 of the Broker-Dealer Agreements Agreement for such series. The Auction Agent shall apply such moneys as set forth in Section 2.8 2.6 of each such Broker-Dealer Agreement. (b) The Fund shall obtain the consent of the Auction Agent prior to selecting any Person to act as a Broker-Dealer, which consent shall not be unreasonably withheld. (c) The Auction Agent shall terminate any Broker-Dealer Agreement as set forth therein if so directed by the Fund, provided that at least one Broker- Dealer Agreement would be in effect for each series of MuniPreferred after such termination. (d) Subject to the Auction Agent's having consented to the selection of the relevant Broker-Dealer pursuant to Section 2.8(b) hereof, the Auction Agent shall from time to time enter into such Broker-Dealer Agreements with one or more Broker-Dealers as the Fund shall request, and shall enter into such schedules to any such Broker-Dealer Agreements as the Fund shall request, which schedules, among other things, shall set forth the series of MuniPreferred FundNotes to which such Broker-Dealer Agreement relates.

Broker-Dealers. (a) Not later than 12:00 Noon on each Auction Date for any series of MuniPreferredAMPS, the Fund Trust shall pay to the Auction Agent an amount in cash equal to the aggregate fees payable to the Broker-Dealers for such series the AMPS pursuant to Section 2.8 2.6 of the Broker-Dealer Agreements for such seriesthe AMPS. The Auction Agent shall apply such moneys as set forth in Section 2.8 2.6 of each such Broker-Dealer Agreement. (b) The Fund Trust shall obtain the consent of the Auction Agent prior to selecting any Person to act as a Broker-Dealer, which consent shall not be unreasonably withheld. The Trust may designate an Affiliate of Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated to act as a Broker-Dealer. (c) The Auction Agent shall terminate any Broker-Dealer Agreement as set forth therein if so directed by the FundTrust, provided that at least one Broker- Broker-Dealer Agreement would be in effect for each series of MuniPreferred the AMPS after such termination. (d) Subject to the Auction Agent's having consented to the selection of the relevant Broker-Dealer pursuant to Section 2.8(b2.5(b) hereof, the Auction Agent shall from time to time enter into such Broker-Dealer Agreements with one or more Broker-Dealers as the Fund Trust shall request, and shall enter into such schedules to any such Broker-Dealer Agreements as the Fund shall request, which schedules, among other things, shall set forth the series of MuniPreferred to which such Broker-Dealer Agreement relates.

Broker-Dealers. (a) Not later than 12:00 Noon on each Auction Date for any series of MuniPreferredPreferred Shares, the Fund shall pay to the Auction Agent an amount in cash equal to the aggregate fees payable to the Broker-Dealers for such series pursuant to Section 2.8 2.6 of the Broker-Dealer Agreements Agreement for such series. The Auction Agent shall apply such moneys as set forth in Section 2.8 2.6 of each such Broker-Dealer Agreement. (b) The Fund shall obtain the consent of the Auction Agent prior to selecting any Person to act as a Broker-Dealer, which consent shall not be unreasonably withheld. (c) The Auction Agent shall terminate any Broker-Dealer Agreement as set forth therein if so directed in writing by the Fund, provided that at least one Broker- Dealer Agreement would be in effect for each series of MuniPreferred after such termination. (d) Subject to the Auction Agent's ’s having consented to the selection of the relevant Broker-Dealer pursuant to Section 2.8(b2.7(b) hereof, the Auction Agent shall from time to time enter into such Broker-Dealer Agreements with one or more Broker-Dealers as the Fund shall request, and shall enter into such schedules to any such Broker-Dealer Agreements as the Fund shall request, which schedules, among other things, shall set forth the series of MuniPreferred Preferred Shares to which such Broker-Dealer Agreement relates.

Broker-Dealers. (a) Not later than 12:00 Noon on each Auction Date for any series of MuniPreferredPreferred Shares, the Fund Corporation shall pay to the Auction Agent an amount in cash equal to the aggregate fees payable to the Broker-Dealers for such series pursuant to Section 2.8 of the Broker-Dealer Agreements for such seriesAgreements. The Auction Agent shall apply such moneys as set forth in Section 2.8 of each such Broker-Dealer Agreement. (b) The Fund Corporation shall obtain the consent of the Auction Agent prior to selecting any Person to act as a Broker-Dealer, which consent shall not be unreasonably withheld. (c) The Auction Agent shall terminate any Broker-Dealer Agreement as set forth therein if so directed by the FundCorporation, provided that at least one Broker- Broker-Dealer Agreement would be in effect for each series of MuniPreferred the Preferred Shares after such termination. (d) Subject to the Auction Agent's having consented to the selection of the relevant Broker-Dealer pursuant to Section 2.8(b2.5(b) hereof, the Auction Agent shall from time to time enter into such Broker-Dealer Agreements in the form attached hereto as Exhibit A with one or more Broker-Dealers as the Fund Corporation shall request, and shall enter into such schedules to any such Broker-Dealer Agreements as the Fund Corporation shall request, which schedules, among other things, shall set forth the series of MuniPreferred to which such Broker-Dealer Agreement relates.

Broker-Dealers. (a) Not later than 12:00 Noon on each Auction Date for any series of MuniPreferred, the Fund shall pay to If the Auction Agent an amount in cash equal to the aggregate fees payable to the Broker-Dealers for such series pursuant to Section 2.8 is provided with a copy of the a Broker-Dealer Agreements for such series. The Agreement, which has been manually signed with any Broker-Dealer listed on Exhibit C hereto, then, subject to Section 2.5(b), the Auction Agent shall apply such moneys as set forth in Section 2.8 of each enter into such Broker-Dealer AgreementAgreement with such Person. (b) The Fund shall obtain Auction Agent may, at the consent written direction of the Auction Agent prior Fund, enter into a Broker-Dealer Agreement with any other Person who requests to selecting any Person be selected to act as a Broker-Dealer. The Auction Agent shall enter into a Broker-Dealer Agreement with each Broker-Dealer prior to the participation of any such Broker-Dealer in any Auction. The Auction Agent shall only be required to enter into a Broker-Dealer Agreement if such Broker-Dealer Agreement is in substantially the form attached hereto as Exhibit B and has been duly executed and delivered by the proposed Broker-Dealer. The Auction Agent shall also be entitled to request and receive from each Broker-Dealer an incumbency and specimen signatures certificate with respect to representatives of such Broker-Dealer who are authorized to act on behalf of such Broker-Dealer in regards to the Auction Procedures and the matters covered thereby, which consent shall hereby and the related Broker-Dealer Agreement. The Auction Agent may refuse to act upon any direction from such representative if such certificate has not be unreasonably withheldbeen submitted. (c) The Auction Agent shall terminate any Broker-Dealer Agreement as set forth therein if so directed by the Fund, Fund in writing (of which a copy shall be provided that at least one Broker- Dealer Agreement would be in effect for each series of MuniPreferred after such termination. (d) Subject to the Auction Agent's having consented to the selection of the relevant Broker-Dealer pursuant to Section 2.8(b) hereof, the Auction Agent shall from time to time enter into such Broker-Dealer Agreements with one or more Broker-Dealers as the Fund shall request, and shall enter into such schedules to any such Broker-Dealer Agreements as the Fund shall request, which schedules, among other things, shall set forth the series of MuniPreferred to which such Broker-Dealer Agreement relates).

Broker-Dealers. (a) Not later than 12:00 Noon on each Auction Date for any series of MuniPreferredAMPS, the Fund Trust shall pay to the Auction Agent an amount in cash equal to the aggregate fees payable to the Broker-Dealers for such series pursuant to Section 2.8 2.6 of the Broker-Dealer Agreements for such series. The Auction Agent shall apply such moneys as set forth in Section 2.8 2.6 of each such Broker-Dealer Agreement. (b) The Fund Trust shall obtain the consent of the Auction Agent prior to selecting any Person to act as a Broker-Dealer, which consent shall not be unreasonably withheld. The Trust may designate an Affiliate of Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated to act as a Broker-Dealer. (c) The Auction Agent shall terminate any Broker-Dealer Agreement as set forth therein if so directed by the FundTrust, provided that at least one Broker- Broker-Dealer Agreement would be in effect for each series of MuniPreferred AMPS after such termination. (d) Subject to the Auction Agent's having consented to the selection of the relevant Broker-Dealer pursuant to Section 2.8(b2.5(b) hereof, the Auction Agent shall from time to time enter into such Broker-Dealer Agreements with one or more Broker-Dealers as the Fund Trust shall request, and shall enter into such schedules to any such Broker-Dealer Agreements as the Fund Trust shall request, which schedules, among other things, shall set forth the series of MuniPreferred AMPS to which such Broker-Dealer Agreement relates.

Broker-Dealers. (a1) Not later than 12:00 Noon noon on each Auction Date for any series of MuniPreferredDate, the Fund shall pay to the Auction Agent in Federal Funds or similar Same-Day Funds an amount in cash equal to (i) in the case of any Auction Date immediately preceding a 7-Day Dividend Period, the product of (A) a fraction the numerator of which is the number of days in such Dividend Period and the denominator of which is 360, times (B) 1/4 of 1%, times (C) $25,000 times (D) the sum of the aggregate fees payable to number of outstanding shares of APS for which the Auction is conducted and (ii) in the case of any Special Dividend Period, the amount determined by mutual consent of the Fund and the Broker-Dealers for such series pursuant to Section 2.8 3.5 of the Broker-Dealer Agreements for such seriesAgreements. The Auction Agent shall apply such moneys as set forth in Section 2.8 3.5 of each such the Broker-Dealer AgreementAgreements and shall thereafter remit to the Fund any remaining funds paid to the Auction Agent pursuant to this Section 2.6(1). (b2) The Fund shall obtain the consent of the Auction Agent prior to selecting not designate any Person to act as a Broker- Dealer, or permit a Existing Holder or a Potential Beneficial Owner to participate in Auctions through any Person other than a Broker-Dealer, without the prior written approval of the Auction Agent, which consent approval shall not be unreasonably withheldwithheld unreasonably. (c3) The Auction Agent shall terminate any Broker-Dealer Agreement as set forth therein if so directed by the Fund, provided that at least one Broker- Dealer Agreement would be in effect for each series of MuniPreferred after such termination. (d4) Subject to the Auction Agent's having consented to the selection of the relevant Broker-Dealer pursuant to Section 2.8(b2.6(2) hereof, the Auction Agent shall from time to time enter into such Broker-Dealer Agreements with one or more Broker-Dealers as the Fund shall request, and shall enter into such schedules to any such Broker-Dealer Agreements as the Fund shall request, which schedules, among other things, . (5) The Auction Agent shall set forth the series maintain a list of MuniPreferred to which such Broker-Dealer Agreement relatesDealers.

Broker-Dealers. (a1) Not later than 12:00 Noon on each Auction Date for any series of MuniPreferredPreferred Shares, the Fund Trust shall pay to the Auction Agent an amount in cash equal to the aggregate fees payable to the Broker-Dealers for such series pursuant to Section 2.8 2.5 of the Broker-Dealer Agreements for such series. The Auction Agent shall apply such moneys as set forth in Section 2.8 2.5 of each such Broker-Dealer Agreement. (b2) The Fund Trust shall obtain the consent of the Auction Agent prior to selecting any Person to act as a Broker-Dealer, which consent shall not be unreasonably withheld. (c3) The Auction Agent shall terminate any Broker-Dealer Agreement as set forth therein if so directed by the FundTrust, provided that at least one Broker- Broker-Dealer Agreement would be in effect for each series of MuniPreferred Preferred Shares after such termination. (d4) Subject to the Auction Agent's having consented to the selection of the relevant Broker-Dealer pursuant to Section 2.8(b2.5(b) hereof, the Auction Agent shall from time to time enter into such Broker-Dealer Agreements with one or more Broker-Dealers as the Fund Trust shall request, and shall enter into such schedules to any such Broker-Dealer Agreements as the Fund Trust shall request, which schedules, among other things, shall set forth the series of MuniPreferred Preferred Shares to which such Broker-Dealer Agreement relates.

Broker-Dealers. (a) Not later than 12:00 Noon on each Auction Date for any series of MuniPreferredPreferred Shares, the Fund shall pay to the Auction Agent an amount in cash equal to the aggregate fees payable to the Broker-Dealers for such series pursuant to [Section 2.8 2.8] of the Broker-Dealer Agreements for such series. The Auction Agent shall apply such moneys as set forth in [Section 2.8 2.8] of each such Broker-Dealer dealer Agreement. (b) The Fund shall obtain the consent of the Auction Agent prior to selecting any Person to act as a Broker-Broker- Dealer, which consent shall not be unreasonably withheld. (c) The Auction Agent shall terminate any Broker-Broker- Dealer Agreement as set forth therein if so directed by the Fund, provided that at least one Broker- Broker-Dealer Agreement would be in effect for each series of MuniPreferred Preferred Shares after such termination. (d) Subject to the Auction Agent's having consented to the selection of the relevant Broker-Dealer pursuant to Section 2.8(b) hereof, the Auction Agent shall from time to time enter into such Broker-Dealer Agreements with one or more Broker-Dealers as the Fund shall request, and shall enter into such schedules to any such Broker-Dealer Agreements as the Fund shall request, which schedules, among other things, shall set forth the series of MuniPreferred Preferred Shares to which such Broker-Dealer Agreement relates.

Broker-Dealers. (a) Not later than 12:00 Noon on each Auction Date for any series of MuniPreferredAMPS, the Fund shall pay to the Auction Agent an amount in cash equal to the aggregate fees payable to the Broker-Dealers for such series pursuant to Section 2.8 2.6 of the Broker-Dealer Agreements Agreement for such series. The Auction Agent shall apply such moneys as set forth in Section 2.8 2.6 of each such Broker-Dealer Agreement. (b) The Fund shall obtain the consent of the Auction Agent prior to selecting any Person to act as a Broker-Dealer, which consent shall not be unreasonably withheld. (c) The Auction Agent shall terminate any Broker-Dealer Agreement as set forth therein if so directed in writing by the Fund, provided that at least one Broker- Dealer Agreement would be in effect for each series of MuniPreferred after such termination. (d) Subject to the Auction Agent's having consented to the selection of the relevant Broker-Dealer pursuant to Section 2.8(b) hereof, the Auction Agent shall from time to time enter into such Broker-Dealer Agreements with one or more Broker-Dealers as the Fund shall request, and shall enter into such schedules to any such Broker-Dealer Agreements as the Fund shall request, which schedules, among other things, shall set forth the series of MuniPreferred AMPS to which such Broker-Dealer Agreement relates.

Broker-Dealers. (a) Not later than 12:00 Noon on each Auction Date for any series of MuniPreferredTARPS, the Fund shall pay to the Auction Agent an amount in cash equal to the aggregate fees payable to the Broker-Dealers for such series pursuant to Section 2.8 of the Broker-Dealer Agreements Agreement for such series. The Auction Agent shall apply such moneys as set forth in Section 2.8 of each such Broker-Dealer Agreement. (b) The Fund shall obtain the consent of the Auction Agent prior to selecting any Person to act as a Broker-Dealer, which consent shall not be unreasonably withheld. (c) The Auction Agent shall terminate any Broker-Dealer Agreement as set forth therein if so directed by the Fund, provided that at least one Broker- Dealer Agreement would be in effect for each series of MuniPreferred after such termination. (d) Subject to the Auction Agent's having consented to the selection of the relevant Broker-Dealer pursuant to Section 2.8(b) hereof, the Auction Agent shall from time to time enter into such Broker-Dealer Agreements with one or more Broker-Dealers as the Fund shall request, and shall enter into such schedules to any such Broker-Dealer Agreements as the Fund shall request, which schedules, among other things, shall set forth the series of MuniPreferred TARPS to which such Broker-Dealer Agreement relates.

Broker-Dealers. (a) Not later than 12:00 Noon noon on each Auction Date for any series of MuniPreferredAMPS, the Fund shall pay to the Auction Agent an amount in cash equal to the aggregate fees payable to the Broker-Dealers for such series the AMPS pursuant to Section 2.8 3.5 of the Broker-Dealer Agreements for such seriesAMPS. The Auction Agent shall apply such moneys as set forth in Section 2.8 3.5 of each such Broker-Dealer Agreement. (b) The Fund shall obtain the consent of the Auction Agent prior to selecting not designate any Person to act as a Broker-Dealer, or permit an Existing Holder or a Potential Beneficial Owner to participate in Auctions through any Person other than a Broker-Dealer, without the prior written approval of the Auction Agent, which consent approval shall not be unreasonably withheldwithheld unreasonably. Notwithstanding the foregoing, the Fund may designate an Affiliate or Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated to act as a Broker-Dealer. (c) The Auction Agent shall terminate any Broker-Dealer Agreement as set forth therein if so directed by the Fund, provided that at least one Broker- Broker-Dealer Agreement would be in effect for each series of MuniPreferred AMPS after such termination. (d) Subject to the Auction Agent's having consented to the selection of the relevant Broker-Dealer pursuant to Section 2.8(b2.5(b) hereof, the Auction Agent shall from time to time enter into such Broker-Dealer Agreements with one or more Broker-Dealers as the Fund shall request, and shall enter into such schedules to any such Broker-Dealer Agreements as the Fund shall request, which schedules, among other things, request in writing. (e) The Auction Agent shall set forth the series maintain a list of MuniPreferred to which such Broker-Dealer Agreement relatesDealers.

Broker-Dealers. (a) Not later than 12:00 Noon on each Auction Date for any series of MuniPreferredAPS, the Fund shall pay to the Auction Agent an amount in cash equal to the aggregate fees payable to the Broker-Dealers for such series pursuant to Section 2.8 of the Broker-Dealer Agreements for such series. The Auction Agent shall apply such moneys as set forth in Section 2.8 of each such Broker-Dealer Agreement. (b) The Fund shall obtain the consent of the Auction Agent prior to selecting any Person to act as as a Broker-Dealer, which consent shall not be unreasonably withheld. (c) The Auction Agent shall terminate any Broker-Dealer Agreement as set forth therein if so directed by the Fund, provided that at least one Broker- Broker-Dealer Agreement would be in effect for each series of MuniPreferred APS after such termination. (d) Subject to the Auction Agent's having consented to the selection of the relevant Broker-Dealer pursuant to Section 2.8(b) hereof, the Auction Agent shall from time to time enter into such Broker-Dealer Agreements with one or more Broker-Dealers as the Fund shall request, and shall enter into such schedules to any such Broker-Dealer Agreements as the Fund shall request, which schedules, among other things, shall set forth the series of MuniPreferred APS to which such the Broker-Dealer Agreement relates.

Broker-Dealers. (a) Not later than 12:00 Noon on each Auction Date for any series of MuniPreferredTAPS, the Fund shall pay to the Auction Agent an amount in cash equal to the aggregate fees payable to the Broker-Dealers for such series pursuant to Section 2.8 2.6 of the Broker-Dealer Agreements Agreement for such series. The Auction Agent shall apply such moneys as set forth in Section 2.8 2.6 of each such Broker-Dealer Agreement. (b) The Fund shall obtain the consent of the Auction Agent prior to selecting any Person to act as a Broker-Dealer, which consent shall not be unreasonably withheld. (c) The Auction Agent shall terminate any Broker-Dealer Agreement as set forth therein if so directed by the Fund, provided that at least one Broker- Dealer Agreement would be in effect for each series of MuniPreferred after such termination. (d) Subject to the Auction Agent's having consented to the selection of the relevant Broker-Dealer pursuant to Section 2.8(b) hereof, the Auction Agent shall from time to time enter into such Broker-Dealer Agreements with one or more Broker-Dealers as the Fund shall request, and shall enter into such schedules to any such Broker-Dealer Agreements as the Fund shall request, which schedules, among other things, shall set forth the series of MuniPreferred TAPS to which such Broker-Dealer Agreement relates.