Common use of Broker-Dealers Clause in Contracts

Broker-Dealers. (a) Not later than 12:00 noon on each Auction Date, the Auction Agent after each Auction will pay a service charge from funds provided by the Fund 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 be (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 (calculated by counting the first day of such Dividend Period but excluding the last day thereof) and the denominator of which is 365, times (B) 1/4 of 1%, times (C) $25,000 times (D) the sum of (I) the aggregate number of Preferred Shares placed by the Broker-Dealer in the applicable Auction that were (x) the subject of a Submitted Bid of a Beneficial Owner submitted by the Broker-Dealer 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 the Broker-Dealer and were purchased as a result of such submission plus (II) the aggregate number of Preferred Shares subject to valid Hold Orders (determined in accordance with Section 11.10(b) of the Amended and Restated Bylaws) submitted to the Auction Agent by the Broker-Dealer plus (III) the number of Preferred Shares deemed to be subject to Hold Orders by Beneficial Owners pursuant to Section 11.10(b) of the Amended and Restated Bylaws that were acquired by the Broker-Dealer for its own account or were acquired by such Beneficial Owners through the Broker-Dealer; and (ii) in the case of any Special Dividend Period the amount determined by mutual consent of the Fund and any such Broker-Dealer or Broker-Dealers and shall be based upon 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 Auction. (b) The Fund shall 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 approval shall not be withheld unreasonably. The Fund may designate an Affiliate or UBS Warburg LLC 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. (d) Subject to Section 2.5(b) hereof, the Auction Agent from time to time shall enter into such Broker-Dealer Agreements as the Fund shall request. (e) The Auction Agent shall maintain a list of Broker-Dealers.

Broker-Dealers. (a) Not later than 12:00 noon 3:00 p.m. on each Auction Dividend Payment Date, the Auction Agent after each Auction will pay a service charge from funds provided by the Fund to each Broker-Dealer on the basis of the purchase price of Preferred Shares APS placed by such Broker-Dealer at such Auction. The service charge shall be (i) in the case of any Auction Date immediately preceding a 7-7 day Dividend Period, the product of (A) 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 365, times (B) 1/4 of 1%, times (C) $25,000 times (D) the sum of (I) the aggregate number of Preferred Shares APS placed by the Broker-Dealer in the applicable Auction that were either (x) the subject of a Submitted Bid of a Beneficial Owner submitted by the Broker-Dealer 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 the Broker-Dealer and were purchased as a result of such submission plus (II) the aggregate number of Preferred Shares APS subject to valid Hold Orders (determined in accordance with Section 11.10(b) 1 of the Amended and Restated BylawsAuction Procedures) submitted to the Auction Agent by the Broker-Dealer plus (III) the number of Preferred Shares APS deemed to be subject to Hold Orders by Beneficial Owners pursuant to Section 11.10(b) 1 of the Amended and Restated Bylaws Auction Procedures that were acquired by the Broker-Dealer for its own account or were acquired by such Beneficial Owners through the Broker-Dealer; and (ii) in the case of any Special Dividend Period Rate Period, the amount determined by mutual consent of the Fund and any such Broker-Dealer or Broker-Dealers and shall be Dealers, based upon 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 such Special Rate Period. For the Dividend Period with respect avoidance of doubt, only one Broker-Dealer shall be considered to such Auctionhave placed a particular Preferred Share at any particular Auction for purposes of this Section 2.5(a). (b) The Fund shall 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 approval shall not be withheld unreasonably. The Notwithstanding the foregoing, the Fund may designate an Affiliate or UBS Warburg Securities LLC 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 FundFund in writing, provided that at least one Broker-Dealer Agreement would be in effect for the APS after such termination. (d) Subject to Section 2.5(b) hereof, the Auction Agent from time to time shall enter into such Broker-Dealer Agreements as the Fund shall requestrequest in writing. (e) The Auction Agent shall maintain a list of Broker-Dealers.

Broker-Dealers. (a) Not later than 12:00 noon 3:00 p.m. on each Auction Dividend Payment Date, the Auction Agent after each Auction will pay a service charge to each Broker-Dealer, from funds provided by the Fund to each Broker-Dealer on the basis of the purchase price of Preferred Shares placed by such Broker-Dealer at such Auction. The Company, a service charge shall be in the amount equal to: (i) in the case of any Auction Date immediately preceding a 7-day Dividend PeriodPeriod of less than one year, the product of (A) a fraction fraction, the numerator of which is the number of days in such the Dividend Period (calculated by counting the first day of such Dividend Period but excluding the last day thereof) and the denominator of which is 365360, times (B) 1/4 of 1%, times (C) $25,000 times (D) the sum of (I) the aggregate number of Preferred ARP Shares placed by such Broker-Dealer, or (ii) the amount mutually agreed upon by the Company and the Broker-Dealer Dealers in the applicable case of any Auction that immediately preceding a Dividend Period of one year or longer. For the purposes of the preceding sentence, the ARP Shares shall be placed by a Broker-Dealer if such shares were (x1) the subject of a Submitted Bid of a Beneficial Owner submitted by the Broker-Dealer 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 the Broker-Dealer and were purchased as a result of such submission plus (II) the aggregate number of Preferred Shares subject to valid Hold Orders (determined in accordance with Section 11.10(b) of the Amended and Restated Bylaws) deemed to have been submitted to the Auction Agent by the Broker-Dealer plus (III) the number of Preferred Shares deemed to be subject to Hold Orders by Beneficial Owners pursuant to Section 11.10(b) of the Amended and Restated Bylaws that were acquired by the Broker-Dealer for its own account or were acquired by such Beneficial Owners through the Broker-Dealer; and Dealer for its customers who are Beneficial Owners or (ii2) in the case subject of any Special Dividend Period an order submitted by the amount determined by mutual consent of the Fund and any such Broker-Dealer that is (a) a Submitted Bid of an Existing Holder that resulted in the Existing Holder continuing to hold the shares as a result of the Auction or (b) a Submitted Bid of a Potential Holder that resulted in the Potential Holder purchasing the shares as a result of the Auction or (3) the subject of a valid Hold Order. For the avoidance of doubt, only one Broker-Dealers and Dealer shall be based upon considered to have placed a selling concession that would be applicable to an underwriting particular ARP Share at any particular Auction for purposes 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 Auctionthis Section 2.5(a). (b) The Fund Company shall 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 approval shall not be withheld unreasonably. The Fund Notwithstanding the foregoing, the Company may designate an Affiliate Affiliate, Lxxxxx Brothers Inc., Citigroup Global Markets Inc. or UBS Warburg Securities LLC 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 FundCompany. (d) Subject to Section 2.5(b) hereof, the Auction Agent from time to time shall enter into such Broker-Dealer Agreements as the Fund Company shall requestrequest in writing. (e) The Auction Agent shall maintain a list of Broker-Dealers.

Broker-Dealers. (a) Not later than 12:00 noon 3:00 p.m. on each Auction Dividend Payment Date, the Auction Agent after each Auction will pay a service charge from funds provided by the Fund 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 be (i) in the case of any Auction Date immediately preceding a 7-7 day Dividend Period, the product of (A) 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 365, times (B) 1/4 of 1%, times (C) $25,000 times (D) the sum of (I) the aggregate number of Preferred Shares placed by the Broker-Dealer in the applicable Auction that were either (x) the subject of a Submitted Bid of a Beneficial Owner submitted by the Broker-Dealer 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 the Broker-Dealer and were purchased as a result of such submission plus (II) the aggregate number of Preferred Shares subject to valid Hold Orders (determined in accordance with Section 11.10(b) 1 of the Amended and Restated BylawsAuction Procedures) submitted to the Auction Agent by the Broker-Dealer plus (III) the number of Preferred Shares deemed to be subject to Hold Orders by Beneficial Owners pursuant to Section 11.10(b) 1 of the Amended and Restated Bylaws Auction Procedures that were acquired by the Broker-Dealer for its own account or were acquired by such Beneficial Owners through the Broker-Dealer; and (ii) in the case of any Special Dividend Period Period, the amount determined by mutual consent of the Fund and any such Broker-Dealer or Broker-Dealers and shall be Dealers, based upon 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 such Special Dividend Period. For the Dividend Period with respect avoidance of doubt, only one Broker-Dealer shall be considered to such Auctionhave placed a particular Preferred Share at any particular Auction for purposes of this Section 2.5(a). (b) The Fund shall 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 approval shall not be withheld unreasonably. The Notwithstanding the foregoing, the Fund may designate an Affiliate or UBS Warburg Securities LLC 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 FundFund in writing, provided that at least one Broker-Dealer Agreement would be in effect for the APS after such termination. (d) Subject to Section 2.5(b) hereof, the Auction Agent from time to time shall enter into such Broker-Dealer Agreements as the Fund shall requestrequest in writing. (e) The Auction Agent shall maintain a list of Broker-Dealers.

Broker-Dealers. (a) Not later than 12:00 noon 3:00 p.m. on each Auction Dividend Payment Date, the Auction Agent after each Auction will pay a service charge from funds provided by the Fund 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 be (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 (calculated by counting the first day of such Dividend Period but excluding the last day thereof) and the denominator of which is 365, times (B) 1/4 of 1%, times (C) $25,000 times (D) the sum of (I) the aggregate number of Preferred Shares placed by the Broker-Dealer in the applicable Auction that were either (x) the subject of a Submitted Bid of a Beneficial Owner submitted by the Broker-Dealer 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 the Broker-Dealer and were purchased as a result of such submission plus (II) the aggregate number of Preferred Shares subject to valid Hold Orders (determined in accordance with Section 11.10(b) of the Third Amended and Restated Bylaws) submitted to the Auction Agent by the Broker-Dealer plus (III) the number of Preferred Shares deemed to be subject to Hold Orders by Beneficial Owners pursuant to Section 11.10(b) of the Third Amended and Restated Bylaws that were acquired by the Broker-Dealer for its own account or were acquired by such Beneficial Owners through the Broker-Dealer; and (ii) in the case of any Special Dividend Period Period, the amount determined by mutual consent of the Fund and any such Broker-Dealer or Broker-Dealers and shall be Dealers, based upon 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 such Special Dividend Period. For the Dividend Period with respect avoidance of doubt, only one Broker-Dealer shall be considered to such Auctionhave placed a particular Preferred Share at any particular Auction for purposes of this Section 2.5(a). (b) The Fund shall 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 approval shall not be withheld unreasonably. The Notwithstanding the foregoing, the Fund may designate an Affiliate or UBS Warburg Securities LLC 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 FundFund in writing, provided that at least one Broker-Dealer Agreement would be in effect for the APS after such termination. (d) Subject to Section 2.5(b) hereof, the Auction Agent from time to time shall enter into such Broker-Dealer Agreements as the Fund shall requestrequest in writing. (e) The Auction Agent shall maintain a list of Broker-Dealers.

Broker-Dealers. (a) Not later than 12:00 noon on On each Dividend Payment Date immediately succeeding the Auction Date, the Auction Agent shall, promptly after each Auction will its receipt of funds from the Company, pay a service charge from funds provided by the Fund to each Broker-Dealer on the basis of the purchase price of Preferred Shares placed by such Broker-Dealer at such Auction. The a service charge shall be in the amount equal to: (i) in the case of any Auction Date immediately preceding a 7-day Dividend PeriodPeriod of less than one year, the product of (A) a fraction the numerator of which is the number of days in such the Dividend Period (calculated by counting the first day of such Dividend Period but excluding the last day thereof) and the denominator of which is 365360, times (B) 1/4 ¼ of 1%, times (C) $25,000 times (D) the sum of (I) the aggregate number of Tortoise Auction Preferred Shares placed by such Broker-Dealer, or (ii) the amount mutually agreed upon by the Company and the Broker-Dealer Dealers in the applicable case of any Auction that immediately preceding a Dividend Period of one year or longer. For the purposes of the preceding sentence, the Tortoise Auction Preferred Shares shall be placed by a Broker-Dealer if such shares were (x1) the subject of a Submitted Bid of a Beneficial Owner submitted by the Broker-Dealer 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 the Broker-Dealer and were purchased as a result of such submission plus (II) the aggregate number of Preferred Shares subject to valid Hold Orders (determined in accordance with Section 11.10(b) of the Amended and Restated Bylaws) deemed to have been submitted to the Auction Agent by the Broker-Dealer plus (III) the number of Preferred Shares deemed to be subject to Hold Orders by Beneficial Owners pursuant to Section 11.10(b) of the Amended and Restated Bylaws that were acquired by the Broker-Dealer for its own account or were acquired by such Beneficial Owners through the Broker-Dealer; and Dealer for its customers who are Beneficial Owners or (ii2) in the case subject of any Special Dividend Period an Order submitted by the amount determined by mutual consent of the Fund and any such Broker-Dealer that is (a) a Submitted Bid of an Existing Holder that resulted in the Existing Holder continuing to hold the shares as a result of the Auction or (b) a Submitted Bid of a Potential Holder that resulted in the Potential Holder purchasing the shares as a result of the Auction or (3) the subject of a valid Hold Order. For the avoidance of doubt, only one Broker-Dealers and Dealer shall be based upon considered to have placed a selling concession that would be applicable to an underwriting particular Tortoise Auction Preferred Share at any particular Auction for purposes 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 Auctionthis Section 2.5(a). (b) The Fund Company shall 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 approval shall not be withheld unreasonably. The Fund Notwithstanding the foregoing, the Company may designate an Affiliate or UBS Warburg LLC of Xxxxxx Brothers Inc. 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 FundCompany. (d) Subject to Section 2.5(b) hereof, the Auction Agent from time to time shall enter into such Broker-Dealer Agreements as the Fund Company shall requestrequest in writing. (e) The Auction Agent shall maintain a list of Broker-Dealers.

Broker-Dealers. (a) Not 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 Fund to each Broker-Dealer on the basis of the purchase price of Preferred Shares AMPS placed by such Broker-Dealer at such Auction. The service charge shall be (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 (calculated by counting the first day of such Dividend Period but excluding the last day thereof) and the denominator of which is 365, times (B) 1/4 of 1%, times (C) $25,000 times (D) the sum of (I) the aggregate number of Preferred Shares AMPS placed by the Broker-Dealer in the applicable Auction that were either (x) the subject of a Submitted Bid of a Beneficial Owner submitted by the Broker-Dealer 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 the Broker-Dealer and were purchased as a result of such submission plus (II) the aggregate number of Preferred Shares AMPS subject to valid Hold Orders (determined in accordance with Section 11.10(b) of the Second Amended and Restated Bylaws) submitted to the Auction Agent by the Broker-Dealer plus (III) the number of Preferred Shares AMPS deemed to be subject to Hold Orders by Beneficial Owners pursuant to Section 11.10(b) of the Second Amended and Restated Bylaws that were acquired by the Broker-Dealer for its own account or were acquired by such Beneficial Owners through the Broker-Dealer; and (ii) in the case of any Special Dividend Period Period, the amount determined as mutually agreed upon by mutual consent of the Fund and any such Broker-Dealer or Broker-Dealers and shall be Dealers, based upon 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 such Special Dividend Period. For the Dividend Period with respect avoidance of doubt, only one Broker-Dealer shall be considered to such Auctionhave placed a particular share of AMPS at any particular Auction for purposes of this Section. (b) The Fund shall 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 approval shall not be withheld unreasonably. The Notwithstanding the foregoing, the Fund may designate an Affiliate or UBS Warburg LLC Merrill Lynch, Pierce, Fenner & Smith Incorporated to act as a Broker-DealerXxxxxx. (c) The Auction Agent shall Axxxxxx Agxxx xhall 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 the AMPS after such termination. (d) Subject to Section 2.5(b) hereof, the Auction Agent from time to time shall enter into such Broker-Dealer Agreements as the Fund shall request. (e) The Auction Agent shall maintain a list of Broker-Dealers.

Broker-Dealers. (a) Not later than 12:00 noon on On each Auction Interest Payment Date, the Auction Agent shall, promptly after each Auction will its receipt of funds from the Company, pay a service charge from funds provided by the Fund to each Broker-Dealer on the basis of the purchase price of Preferred Shares placed by such Broker-Dealer at such Auction. The a service charge shall be in the amount equal to: (i) in the case of any Auction Date immediately preceding a 7-day Dividend PeriodRate Period of less than one year, the product of (A) a fraction the numerator of which is the number of days in such Dividend the Rate Period (calculated by counting the first day of such Dividend Rate Period but excluding the last day thereof) and the denominator of which is 365360, times (B) 1/4 ¼ of 1%, times (C) $25,000 times (D) the sum of (I) the aggregate number of Preferred Shares $25,000 principal amount increments of Tortoise Notes placed by such Broker-Dealer, or (ii) the amount mutually agreed upon by the Company and the Broker-Dealer Dealers in the applicable case of any Auction that immediately preceding a Rate Period of one year or longer. For the purposes of the preceding sentence, the Tortoise Notes shall be placed by a Broker-Dealer if such notes were (x1) the subject of a Submitted Bid of a Beneficial Owner submitted by the Broker-Dealer 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 the Broker-Dealer and were purchased as a result of such submission plus (II) the aggregate number of Preferred Shares subject to valid Hold Orders (determined in accordance with Section 11.10(b) of the Amended and Restated Bylaws) deemed to have been submitted to the Auction Agent by the Broker-Dealer plus (III) the number of Preferred Shares deemed to be subject to Hold Orders by Beneficial Owners pursuant to Section 11.10(b) of the Amended and Restated Bylaws that were acquired by the Broker-Dealer for its own account or were acquired by such Beneficial Owners through the Broker-Dealer; and Dealer for its customers who are Beneficial Owners or (ii2) in the case subject of any Special Dividend Period an Order submitted by the amount determined by mutual consent of the Fund and any such Broker-Dealer that is (a) a Submitted Bid of an Existing Holder that resulted in the Existing Holder continuing to hold the notes as a result of the Auction or (b) a Submitted Bid of a Potential Holder that resulted in the Potential Holder purchasing the notes as a result of the Auction or (3) the subject of a valid Hold Order. For the avoidance of doubt, only one Broker-Dealers and Dealer shall be based upon considered to have placed a selling concession that would be applicable to an underwriting particular Tortoise Note at any particular Auction for purposes 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 Auctionthis Section 2.5(a). (b) The Fund Company shall 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 approval shall not be withheld unreasonably. The Fund Notwithstanding the foregoing, the Company may designate an Affiliate or UBS Warburg LLC of ____________________ 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 FundCompany. (d) Subject to Section 2.5(b) hereof, the Auction Agent from time to time shall enter into such Broker-Dealer Agreements as the Fund Company shall requestrequest in writing. (e) The Auction Agent shall maintain a list of Broker-Dealers.

Broker-Dealers. (a) Not later than 12:00 noon on On each Dividend Payment Date immediately succeeding the Auction Date, the Auction Agent shall, promptly after each Auction will its receipt of funds from the Company, pay a service charge from funds provided by the Fund to each Broker-Dealer on the basis of the purchase price of Preferred Shares placed by such Broker-Dealer at such Auction. The a service charge shall be in the amount equal to: (i) in the case of any Auction Date immediately preceding a 7-day Dividend PeriodPeriod of less than one year, the product of (A) a fraction the numerator of which is the number of days in such the Dividend Period (calculated by counting the first day of such Dividend Period but excluding the last day thereof) and the denominator of which is 365360, times (B) 1/4 of 1%, times (C) $25,000 times (D) the sum of (I) the aggregate number of Preferred MMP Shares placed by such Broker-Dealer, or (ii) the amount mutually agreed upon by the Company and the Broker-Dealer Dealers in the applicable case of any Auction that immediately preceding a Dividend Period of one year or longer. For the purposes of the preceding sentence, the MMP Shares shall be placed by a Broker-Dealer if such shares were (x1) the subject of a Submitted Bid of a Beneficial Owner submitted by the Broker-Dealer 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 the Broker-Dealer and were purchased as a result of such submission plus (II) the aggregate number of Preferred Shares subject to valid Hold Orders (determined in accordance with Section 11.10(b) of the Amended and Restated Bylaws) deemed to have been submitted to the Auction Agent by the Broker-Dealer plus (III) the number of Preferred Shares deemed to be subject to Hold Orders by Beneficial Owners pursuant to Section 11.10(b) of the Amended and Restated Bylaws that were acquired by the Broker-Dealer for its own account or were acquired by such Beneficial Owners through the Broker-Dealer; and Dealer for its customers who are Beneficial Owners or (ii2) in the case subject of any Special Dividend Period an Order submitted by the amount determined by mutual consent of the Fund and any such Broker-Dealer that is (a) a Submitted Bid of an Existing Holder that resulted in the Existing Holder continuing to hold the shares as a result of the Auction or (b) a Submitted Bid of a Potential Holder that resulted in the Potential Holder purchasing the shares as a result of the Auction or (3) the subject of a valid Hold Order. For the avoidance of doubt, only one Broker-Dealers and Dealer shall be based upon considered to have placed a selling concession that would be applicable to an underwriting particular MMP Share at any particular Auction for purposes 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 Auctionthis Section 2.5(a). (b) The Fund Company shall 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 approval shall not be withheld unreasonably. The Fund Notwithstanding the foregoing, the Company may designate an Affiliate or UBS Warburg LLC of Lehman Brothers Inc. to act as a Broker-Dealer. (c) The Auction Agent Aucxxxx Xgent shall terminate any Broker-Dealer Agreement as set forth therein if so directed by the FundCompany. (d) Subject to Section 2.5(b) hereof, the Auction Agent from time to time shall enter into such Broker-Dealer Agreements as the Fund Company shall requestrequest in writing. (e) The Auction Agent shall maintain a list of Broker-Dealers.

Broker-Dealers. (a) Not later than 12:00 noon on On each Auction Interest Payment Date, the Auction Agent shall, promptly after each Auction will its receipt of funds from the Company, pay a service charge from funds provided by the Fund to each Broker-Dealer on the basis of the purchase price of Preferred Shares placed by such Broker-Dealer at such Auction. The a service charge shall be in the amount equal to: (i) in the case of any Auction Date immediately preceding a 7-day Dividend PeriodRate Period of less than one year, the product of (A) a fraction the numerator of which is the number of days in such Dividend the Rate Period (calculated by counting the first day of such Dividend Rate Period but excluding the last day thereof) and the denominator of which is 365360, times (B) 1/4 of 1%, times (C) $25,000 times (D) the sum of (I) the aggregate number of Preferred Shares Tortoise Notes placed by such Broker-Dealer, or (ii) the amount mutually agreed upon by the Company and the Broker-Dealer Dealers in the applicable case of any Auction that immediately preceding a Rate Period of one year or longer. For the purposes of the preceding sentence, the Tortoise Notes shall be placed by a Broker-Dealer if such notes were (x1) the subject of a Submitted Bid of a Beneficial Owner submitted by the Broker-Dealer 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 the Broker-Dealer and were purchased as a result of such submission plus (II) the aggregate number of Preferred Shares subject to valid Hold Orders (determined in accordance with Section 11.10(b) of the Amended and Restated Bylaws) deemed to have been submitted to the Auction Agent by the Broker-Dealer plus (III) the number of Preferred Shares deemed to be subject to Hold Orders by Beneficial Owners pursuant to Section 11.10(b) of the Amended and Restated Bylaws that were acquired by the Broker-Dealer for its own account or were acquired by such Beneficial Owners through the Broker-Dealer; and Dealer for its customers who are Beneficial Owners or (ii2) in the case subject of any Special Dividend Period an Order submitted by the amount determined by mutual consent of the Fund and any such Broker-Dealer that is (a) a Submitted Bid of an Existing Holder that resulted in the Existing Holder continuing to hold the notes as a result of the Auction or Broker-Dealers and (b) a Submitted Bid of a Potential Holder that resulted in the Potential Holder purchasing the notes as a result of the Auction or (3) the subject of a valid Hold Order. For the avoidance of doubt, only one Broker- Dealer shall be based upon considered to have placed a selling concession that would be applicable to an underwriting particular Tortoise Note at any particular Auction for purposes 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 Auctionthis Section 2.5(a). (b) The Fund Company shall 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 approval shall not be withheld unreasonably. The Fund Notwithstanding the foregoing, the Company may designate an Affiliate or UBS Warburg LLC of Lehman Brothers Inc. to act as xxx xs a Broker-Dealer. (c) The Auction Agent shall terminate any Broker-Dealer Agreement as set forth therein if so directed by the FundCompany. (d) Subject to Section 2.5(b) hereof, the Auction Agent from time to time shall enter into such Broker-Dealer Agreements as the Fund Company shall requestrequest in writing. (e) The Auction Agent shall maintain a list of Broker-Dealers.

Broker-Dealers. (a) Not later than 12:00 noon on On each Auction Dividend Payment Date, the Auction Agent shall, promptly after each Auction will its receipt of funds from the Company, pay a service charge from funds provided by the Fund to each Broker-Dealer on the basis of the purchase price of Preferred Shares placed by such Broker-Dealer at such Auction. The Dealer, a service charge shall be in the amount equal to: (i) in the case of any Auction Date immediately preceding a 7-day Dividend PeriodPeriod of less than one year, the product of (A) a fraction the numerator of which is the number of days in such the Dividend Period (calculated by counting the first day of such Dividend Period but excluding the last day thereof) and the denominator of which is 365360, times (B) 1/4 of 1%, times (C) $25,000 times (D) the sum of (I) the aggregate number of Preferred MMP Shares placed by such Broker-Dealer, or (ii) the amount mutually agreed upon by the Company and the Broker-Dealer Dealers in the applicable case of any Auction that immediately preceding a Dividend Period of one year or longer. For the purposes of the preceding sentence, the MMP Shares shall be placed by a Broker-Dealer if such shares were (x1) the subject of a Submitted Bid of a Beneficial Owner submitted by the Broker-Dealer 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 the Broker-Dealer and were purchased as a result of such submission plus (II) the aggregate number of Preferred Shares subject to valid Hold Orders (determined in accordance with Section 11.10(b) of the Amended and Restated Bylaws) deemed to have been submitted to the Auction Agent by the Broker-Dealer plus (III) the number of Preferred Shares deemed to be subject to Hold Orders by Beneficial Owners pursuant to Section 11.10(b) of the Amended and Restated Bylaws that were acquired by the Broker-Dealer for its own account or were acquired by such Beneficial Owners through the Broker-Dealer; and Dealer for its customers who are Beneficial Owners or (ii2) in the case subject of any Special Dividend Period an order submitted by the amount determined by mutual consent of the Fund and any such Broker-Dealer that is (a) a Submitted Bid of an Existing Holder that resulted in the Existing Holder continuing to hold the shares as a result of the Auction or (b) a Submitted Bid of a Potential Holder that resulted in the Potential Holder purchasing the shares as a result of the Auction or (3) the subject of a valid Hold Order. For the avoidance of doubt, only one Broker-Dealers and Dealer shall be based upon considered to have placed a selling concession that would be applicable to an underwriting particular MMP Share at any particular Auction for purposes 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 Auctionthis Section 2.5(a). (b) The Fund Company shall 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 approval shall not be withheld unreasonably. The Fund Notwithstanding the foregoing, the Company may designate an Affiliate or UBS Warburg LLC Lehman Brothers Inc. to act as a Broker-Dealer. (c) The Auction Agent Aucxxxx Xgent shall terminate any Broker-Dealer Agreement as set forth therein if so directed by the FundCompany. (d) Subject to Section 2.5(b) hereof, the Auction Agent from time to time shall enter into such Broker-Dealer Agreements as the Fund Company shall requestrequest in writing. (e) The Auction Agent shall maintain a list of Broker-Dealers.

Broker-Dealers. (a) Not 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 Fund to each Broker-Dealer on the basis of the purchase price of Preferred Shares AMPS placed by such Broker-Dealer at such Auction. The service charge shall be (i) in the case of any Auction Date immediately preceding a 7-day Dividend PeriodPeriod of less than one year, the product of (A) 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 365360, times (B) 1/4 of 1%, times (C) $25,000 25,000, times (D) the sum of (I) the aggregate number of Preferred Shares AMPS placed by the Broker-Dealer in the applicable Auction that were (x) the subject of a Submitted Bid of a Beneficial Owner submitted by the Broker-Dealer 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 the Broker-Dealer and were purchased as a result of such submission plus (II) the aggregate number of Preferred Shares AMPS subject to valid Hold Orders (determined in accordance with paragraph 1 of Part II of Section 11.10(b) 12.1 of the Amended and Restated Bylaws) submitted to the Auction Agent by the Broker-Dealer plus (III) the number of Preferred Shares AMPS deemed to be subject to Hold Orders by Beneficial Owners pursuant to paragraph 1 of Part II of Section 11.10(b) 12.1 of the Amended and Restated Bylaws that were acquired by the Broker-Dealer for its own account or were acquired by such Beneficial Owners through the Broker-Dealer; and (ii) in the case of any Auction Date immediately preceding a Special Dividend Rate Period the of one year or longer, that amount determined as mutually agreed upon by mutual consent of the Fund and any such Broker-Dealer or Broker-Dealers and shall be Dealers, based upon a 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, respectively, at the commencement of the Dividend Special Rate Period with respect to such Auction. For purposes of subclause (a)(D)(II) of the foregoing sentence, if any Beneficial Owner who acquired AMPS through a Broker-Dealer 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 Broker-Dealer, PROVIDED, HOWEVER, that if the transfer was effected by, or if the transferee is, a Broker-Dealer other than that Broker-Dealer, then such other Broker-Dealer shall be the Broker-Dealer for such shares. (b) The Fund shall 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 approval shall not be withheld unreasonably. The Notwithstanding the foregoing, the Fund may designate an Affiliate or UBS Warburg LLC Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx to act as a Broker-DealerDealer without such approval. (c) The Auction Agent shall terminate any Broker-Dealer Agreement as set forth therein if so directed by the FundFund provided that at least one Broker-Dealer Agreement would be in effect for each series of AMPS after such termination. (d) Subject to Section 2.5(b) hereof, the Auction Agent from time to time shall enter into such Broker-Dealer Agreements as the Fund shall requestrequest to the Auction Agent in writing. (e) The Auction Agent shall maintain a list of Broker-Dealers.

Broker-Dealers. (a) Not later than 12:00 noon on On each Auction Dividend Payment Date, the Auction Agent shall, promptly after each Auction will its receipt of funds from the Company, pay a service charge from funds provided by the Fund to each Broker-Dealer on the basis of the purchase price of Preferred Shares placed by such Broker-Dealer at such Auction. The Dealer, a service charge shall be in the amount equal to: (i) in the case of any Auction Date immediately preceding a 7-day Dividend PeriodPeriod of less than one year, the product of (A) a fraction the numerator of which is the number of days in such the Dividend Period (calculated by counting the first day of such Dividend Period but excluding the last day thereof) and the denominator of which is 365360, times (B) 1/4 ¼ of 1%, times (C) $25,000 times (D) the sum of (I) the aggregate number of Preferred MMP Shares placed by such Broker-Dealer, or (ii) the amount mutually agreed upon by the Company and the Broker-Dealer Dealers in the applicable case of any Auction that immediately preceding a Dividend Period of one year or longer. For the purposes of the preceding sentence, the MMP Shares shall be placed by a Broker-Dealer if such shares were (x1) the subject of a Submitted Bid of a Beneficial Owner submitted by the Broker-Dealer 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 the Broker-Dealer and were purchased as a result of such submission plus (II) the aggregate number of Preferred Shares subject to valid Hold Orders (determined in accordance with Section 11.10(b) of the Amended and Restated Bylaws) deemed to have been submitted to the Auction Agent by the Broker-Dealer plus (III) the number of Preferred Shares deemed to be subject to Hold Orders by Beneficial Owners pursuant to Section 11.10(b) of the Amended and Restated Bylaws that were acquired by the Broker-Dealer for its own account or were acquired by such Beneficial Owners through the Broker-Dealer; and Dealer for its customers who are Beneficial Owners or (ii2) in the case subject of any Special Dividend Period an order submitted by the amount determined by mutual consent of the Fund and any such Broker-Dealer that is (a) a Submitted Bid of an Existing Holder that resulted in the Existing Holder continuing to hold the shares as a result of the Auction or (b) a Submitted Bid of a Potential Holder that resulted in the Potential Holder purchasing the shares as a result of the Auction or (3) the subject of a valid Hold Order. For the avoidance of doubt, only one Broker-Dealers and Dealer shall be based upon considered to have placed a selling concession that would be applicable to an underwriting particular MMP Share at any particular Auction for purposes 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 Auctionthis Section 2.5(a). (b) The Fund Company shall 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 approval shall not be withheld unreasonably. The Fund Notwithstanding the foregoing, the Company may designate an Affiliate or UBS Warburg LLC Xxxxxx Brothers Inc. 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 FundCompany. (d) Subject to Section 2.5(b) hereof, the Auction Agent from time to time shall enter into such Broker-Dealer Agreements as the Fund Company shall requestrequest in writing. (e) The Auction Agent shall maintain a list of Broker-Dealers.

Broker-Dealers. (a) Not 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 Fund 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 be (i) in the case of any Auction Date immediately preceding a 7-day Dividend PeriodPeriod of less than one year, the product of (A) 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 365360, times (B) 1/4 of 1%, times (C) $25,000 times (D) the sum of (I) the aggregate number of Preferred Shares placed by the Broker-Dealer in the applicable Auction that were (x) the subject of a Submitted Bid of a Beneficial Owner submitted by the Broker-Dealer 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 the Broker-Dealer and were purchased as a result of such submission plus (II) the aggregate number of Preferred Shares subject to valid Hold Orders (determined in accordance with Section 11.10(b) 2 of Part II of the Amended and Restated BylawsStatement) submitted to the Auction Agent by the Broker-Dealer plus (III) the number of Preferred Shares deemed to be subject to Hold Orders by Beneficial Owners pursuant to Section 11.10(b) 2 of Part II of the Amended and Restated Bylaws Statement that were acquired by the Broker-Dealer for its own account or were acquired by such Beneficial Owners through the Broker-Dealer; and (ii) in the case of any Special Dividend Rate Period of one year or longer the amount determined by mutual consent of the Fund and any such Broker-Dealer or Broker-Dealers and shall be based upon 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 Special Rate Period with respect to such Auction. For purposes of subclause (a)(D)(II) of the foregoing sentence, if any Beneficial Owner who acquired Preferred Shares through a Broker-Dealer 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 Broker-Dealer, provided, however, that if the transfer was effected by, or if the transferee is, a Broker-Dealer other than that Broker-Dealer, then such Broker-Dealer shall be the Broker-Dealer for such shares. Notwithstanding any provision of the Auction Procedures or of the Settlement Procedures to the contrary, in the event a Broker-Dealer is an Existing Holder with respect to any Preferred Shares and the Auction Procedures provide that a Broker-Dealer shall be deemed to have submitted a Sell Order in an Auction with respect to such shares if the Broker-Dealer fails to submit an Order in that Auction with respect to such shares, a Broker-Dealer shall have no liability to any Person failing to sell such shares pursuant to such a deemed Sell Order if (i) such shares were transferred by the Beneficial Owner thereof without notification of such transfer in compliance with the Auction Procedures or (ii) a Broker-Dealer has indicated to the Auction Agent pursuant to Section 3.2(c) of this Agreement that, according to the Broker-Dealer's records, the Broker-Dealer is not an Existing Holder of such shares. (b) The Fund shall 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 approval shall not be withheld unreasonably. The Fund may designate an Affiliate or UBS Warburg LLC Citigroup 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 FundFund provided that at least one Broker-Dealer Agreement would be in effect for each series of Preferred Shares after such termination. (d) Subject to Section 2.5(b) hereof, the Auction Agent from time to time shall enter into such Broker-Dealer Agreements as the Fund shall request. (e) The Auction Agent shall maintain a list of Broker-Dealers.

Broker-Dealers. (a) Not later than 12:00 noon 3:00 p.m. on each Auction Dividend Payment Date, the Auction Agent after each Auction will pay a service charge from funds provided by the Fund to each Broker-Dealer on Dealer, from trusts provided by the basis of the purchase price of Preferred Shares placed by such Broker-Dealer at such Auction. The Company, a service charge shall be in the amount equal to: (i) in the case of any Auction Date immediately preceding a 7-day Dividend PeriodPeriod of less than one year, the product of (A) a fraction the numerator of which is the number of days in such the Dividend Period (calculated by counting the first day of such Dividend Period but excluding the last day thereof) and the denominator of which is 365360, times (B) 1/4 of 1%, ______% times (C) $25,000 _______ times (D) the sum of (I) the aggregate number of Preferred AMP Shares placed by such Broker-Dealer, or (ii) the amount mutually agreed upon by the Company and the Broker-Dealer Dealers in the applicable case of any Auction that immediately preceding a Dividend Period of one year or longer. For the purposes of the preceding sentence, the AMP Shares shall be placed by a Broker-Dealer if such shares were (x1) the subject of a Submitted Bid of a Beneficial Owner submitted by the Broker-Dealer 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 the Broker-Dealer and were purchased as a result of such submission plus (II) the aggregate number of Preferred Shares subject to valid Hold Orders (determined in accordance with Section 11.10(b) of the Amended and Restated Bylaws) deemed to have been submitted to the Auction Agent by the Broker-Dealer plus (III) the number of Preferred Shares deemed to be subject to Hold Orders by Beneficial Owners pursuant to Section 11.10(b) of the Amended and Restated Bylaws that were acquired by the Broker-Dealer for its own account or were acquired by such Beneficial Owners through the Broker-Dealer; and Dealer for its customers who are Beneficial Owners or (ii2) in the case subject of any Special Dividend Period an order submitted by the amount determined by mutual consent of the Fund and any such Broker-Dealer or Broker-Dealers and shall be based upon that is (a) a selling concession Submitted Bid of an Existing Holder that would be applicable resulted in the Existing Holder continuing to an underwriting of fixed or variable rate preferred hold the shares with as a similar final maturity or variable rate dividend period, respectively, at the commencement result of the Dividend Period with respect to such Auction. Auction or (b) The Fund shall not designate any Person to act a Submitted Bid of a Potential Holder that resulted in the Potential Holder purchasing the shares 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 result of the Auction Agent, which approval shall not be withheld unreasonably. The Fund may designate an Affiliate or UBS Warburg LLC to act as a Broker-Dealer. (c3) The Auction Agent shall terminate any Broker-Dealer Agreement as set forth therein if so directed by the Fund. (d) Subject to Section 2.5(b) hereof, the Auction Agent from time to time shall enter into such Broker-Dealer Agreements as the Fund shall request. (e) The Auction Agent shall maintain a list of Broker-Dealers.a

Broker-Dealers. (a) Not later than 12:00 noon on On each Auction Dividend Payment Date, the Auction Agent shall, promptly after each Auction will its receipt of funds from the Company, pay a service charge from funds provided by the Fund to each Broker-Dealer on the basis of the purchase price of Preferred Shares placed by such Broker-Dealer at such Auction. The Dealer, a service charge shall be in the amount equal to: (i) in the case of any Auction Date immediately preceding a 7-day Dividend PeriodPeriod of less than one year, the product of (A) a fraction the numerator of which is the number of days in such the Dividend Period (calculated by counting the first day of such Dividend Period but excluding the last day thereof) and the denominator of which is 365360, times (B) 1/4 of 1%, times (C) $25,000 times (D) the sum of (I) the aggregate number of Preferred MMP Shares placed by such Broker-Dealer, or (ii) the amount mutually agreed upon by the Company and the Broker-Dealer Dealers in the applicable case of any Auction that immediately preceding a Dividend Period of one year or longer. For the purposes of the preceding sentence, the MMP Shares shall be placed by a Broker-Dealer if such shares were (x1) the subject of a Submitted Bid of a Beneficial Owner submitted by the Broker-Dealer 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 the Broker-Dealer and were purchased as a result of such submission plus (II) the aggregate number of Preferred Shares subject to valid Hold Orders (determined in accordance with Section 11.10(b) of the Amended and Restated Bylaws) deemed to have been submitted to the Auction Agent by the Broker-Dealer plus (III) the number of Preferred Shares deemed to be subject to Hold Orders by Beneficial Owners pursuant to Section 11.10(b) of the Amended and Restated Bylaws that were acquired by the Broker-Dealer for its own account or were acquired by such Beneficial Owners through the Broker-Dealer; and Dealer for its customers who are Beneficial Owners or (ii2) in the case subject of any Special Dividend Period an Order submitted by the amount determined by mutual consent of the Fund and any such Broker-Dealer that is (a) a Submitted Bid of an Existing Holder that resulted in the Existing Holder continuing to hold the shares as a result of the Auction or (b) a Submitted Bid of a Potential Holder that resulted in the Potential Holder purchasing the shares as a result of the Auction or (3) the subject of a valid Hold Order. For the avoidance of doubt, only one Broker-Dealers and Dealer shall be based upon considered to have placed a selling concession that would be applicable to an underwriting particular MMP Share at any particular Auction for purposes 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 Auctionthis Section 2.5(a). (b) The Fund Company shall 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 approval shall not be withheld unreasonably. The Fund Notwithstanding the foregoing, the Company may designate an Affiliate or UBS Warburg LLC of Xxxxxx Brothers Inc. 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 FundCompany. (d) Subject to Section 2.5(b) hereof, the Auction Agent from time to time shall enter into such Broker-Dealer Agreements as the Fund Company shall requestrequest in writing. (e) The Auction Agent shall maintain a list of Broker-Dealers.

Broker-Dealers. (a) Not later than 12:00 noon on On each Dividend Payment Date immediately succeeding the Auction Date, the Auction Agent shall, promptly after each Auction will its receipt of funds from the Company, pay a service charge from funds provided by the Fund to each Broker-Dealer on the basis of the purchase price of Preferred Shares placed by such Broker-Dealer at such Auction. The a service charge shall be in the amount equal to: (i) in the case of any Auction Date immediately preceding a 7-day Dividend PeriodPeriod of less than one year, the product of (A) a fraction the numerator of which is the number of days in such the Dividend Period (calculated by counting the first day of such Dividend Period but excluding the last day thereof) and the denominator of which is 365360, times (B) 1/4 ¼ of 1%, times (C) $25,000 times (D) the sum of (I) the aggregate number of Preferred MMP Shares placed by such Broker-Dealer, or (ii) the amount mutually agreed upon by the Company and the Broker-Dealer Dealers in the applicable case of any Auction that immediately preceding a Dividend Period of one year or longer. For the purposes of the preceding sentence, the MMP Shares shall be placed by a Broker-Dealer if such shares were (x1) the subject of a Submitted Bid of a Beneficial Owner submitted by the Broker-Dealer 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 the Broker-Dealer and were purchased as a result of such submission plus (II) the aggregate number of Preferred Shares subject to valid Hold Orders (determined in accordance with Section 11.10(b) of the Amended and Restated Bylaws) deemed to have been submitted to the Auction Agent by the Broker-Dealer plus (III) the number of Preferred Shares deemed to be subject to Hold Orders by Beneficial Owners pursuant to Section 11.10(b) of the Amended and Restated Bylaws that were acquired by the Broker-Dealer for its own account or were acquired by such Beneficial Owners through the Broker-Dealer; and Dealer for its customers who are Beneficial Owners or (ii2) in the case subject of any Special Dividend Period an Order submitted by the amount determined by mutual consent of the Fund and any such Broker-Dealer that is (a) a Submitted Bid of an Existing Holder that resulted in the Existing Holder continuing to hold the shares as a result of the Auction or (b) a Submitted Bid of a Potential Holder that resulted in the Potential Holder purchasing the shares as a result of the Auction or (3) the subject of a valid Hold Order. For the avoidance of doubt, only one Broker-Dealers and Dealer shall be based upon considered to have placed a selling concession that would be applicable to an underwriting particular MMP Share at any particular Auction for purposes 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 Auctionthis Section 2.5(a). (b) The Fund Company shall 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 approval shall not be withheld unreasonably. The Fund Notwithstanding the foregoing, the Company may designate an Affiliate or UBS Warburg LLC of ________________ 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 FundCompany. (d) Subject to Section 2.5(b) hereof, the Auction Agent from time to time shall enter into such Broker-Dealer Agreements as the Fund Company shall requestrequest in writing. (e) The Auction Agent shall maintain a list of Broker-Dealers.

Broker-Dealers. (a) Not later than 12:00 noon on On each Auction Interest Payment Date, the Auction Agent shall, promptly after each Auction will its receipt of funds from the Company pay a service charge from funds provided by the Fund to each Broker-Dealer on the basis of the purchase price of Preferred Shares placed by such Broker-Dealer at such Auction. The Dealer, a service charge shall be in the amount equal to: (i) in the case of any Auction Date immediately preceding a 7-day Dividend PeriodRate Period of less than one year, the product of (A) a fraction the numerator of which is the number of days in such Dividend the Rate Period (calculated by counting the first day of such Dividend Rate Period but excluding the last day thereof) and the denominator of which is 365360, times (B) 1/4 of 1%, times (C) $25,000 times (D) the sum of (I) the aggregate number of Preferred Shares Tortoise Notes placed by such Broker-Dealer, or (ii) the amount mutually agreed upon by the Company and the Broker-Dealer Dealers in the applicable case of any Auction that immediately preceding a Rate Period of one year or longer. For the purposes of the preceding sentence, the Tortoise Notes shall be placed by a Broker-Dealer if such notes were (x1) the subject of a Submitted Bid of a Beneficial Owner submitted by the Broker-Dealer 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 the Broker-Dealer and were purchased as a result of such submission plus (II) the aggregate number of Preferred Shares subject to valid Hold Orders (determined in accordance with Section 11.10(b) of the Amended and Restated Bylaws) deemed to have been submitted to the Auction Agent by the Broker-Dealer plus (III) the number of Preferred Shares deemed to be subject to Hold Orders by Beneficial Owners pursuant to Section 11.10(b) of the Amended and Restated Bylaws that were acquired by the Broker-Dealer for its own account or were acquired by such Beneficial Owners through the Broker-Dealer; and Dealer for its customers who are Beneficial Owners or (ii2) in the case subject of any Special Dividend Period an order submitted by the amount determined by mutual consent of the Fund and any such Broker-Dealer that is (a) a Submitted Bid of an Existing Holder that resulted in the Existing Holder continuing to hold the notes as a result of the Auction or Broker-Dealers and (b) a Submitted Bid of a Potential Holder that resulted in the Potential Holder purchasing the notes as a result of the Auction or (3) the subject of a valid Hold Order. For the avoidance of doubt, only one Broker- Dealer shall be based upon considered to have placed a selling concession that would be applicable to an underwriting particular Tortoise Note at any particular Auction for purposes 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 Auctionthis Section 2.5(a). (b) The Fund Company shall 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 approval shall not be withheld unreasonably. The Fund Notwithstanding the foregoing, the Company may designate an Affiliate or UBS Warburg LLC of Xxxxxx Brothers Inc. 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 FundCompany. (d) Subject to Section 2.5(b) hereof, the Auction Agent from time to time shall enter into such Broker-Dealer Agreements as the Fund Company shall requestrequest in writing. (e) The Auction Agent shall maintain a list of Broker-Dealers.

Broker-Dealers. (a) Not later than 12:00 noon on On each Auction Interest Payment Date, the Auction Agent shall, promptly after each Auction will its receipt of funds from the Company, pay a service charge from funds provided by the Fund to each Broker-Dealer on the basis of the purchase price of Preferred Shares placed by such Broker-Dealer at such Auction. The Dealer, a service charge shall be in the amount equal to: (i) in the case of any Auction Date immediately preceding a 7-day Dividend PeriodRate Period of less than one year, the product of (A) a fraction the numerator of which is the number of days in such Dividend the Rate Period (calculated by counting the first day of such Dividend Rate Period but excluding the last day thereof) and the denominator of which is 365360, times (B) 1/4 of 1%, times (C) $25,000 times (D) the sum of (I) the aggregate number of Preferred Shares Tortoise Notes placed by such Broker-Dealer, or (ii) the amount mutually agreed upon by the Company and the Broker-Dealer Dealers in the applicable case of any Auction that immediately preceding a Rate Period of one year or longer. For the purposes of the preceding sentence, the Tortoise Notes shall be placed by a Broker-Dealer if such notes were (x1) the subject of a Submitted Bid of a Beneficial Owner submitted by the Broker-Dealer 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 the Broker-Dealer and were purchased as a result of such submission plus (II) the aggregate number of Preferred Shares subject to valid Hold Orders (determined in accordance with Section 11.10(b) of the Amended and Restated Bylaws) deemed to have been submitted to the Auction Agent by the Broker-Dealer plus (III) the number of Preferred Shares deemed to be subject to Hold Orders by Beneficial Owners pursuant to Section 11.10(b) of the Amended and Restated Bylaws that were acquired by the Broker-Dealer for its own account or were acquired by such Beneficial Owners through the Broker-Dealer; and Dealer for its customers who are Beneficial Owners or (ii2) in the case subject of any Special Dividend Period an order submitted by the amount determined by mutual consent of the Fund and any such Broker-Dealer that is (a) a Submitted Bid of an Existing Holder that resulted in the Existing Holder continuing to hold the notes as a result of the Auction or Broker-Dealers and (b) a Submitted Bid of a Potential Holder that resulted in the Potential Holder purchasing the notes as a result of the Auction or (3) the subject of a valid Hold Order. For the avoidance of doubt, only one Broker- Dealer shall be based upon considered to have placed a selling concession that would be applicable to an underwriting particular Tortoise Note at any particular Auction for purposes 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 Auctionthis Section 2.5(a). (b) The Fund Company shall 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 approval shall not be withheld unreasonably. The Fund Notwithstanding the foregoing, the Company may designate an Affiliate or UBS Warburg LLC of Xxxxxx Brothers Inc. 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 FundCompany. (d) Subject to Section 2.5(b) hereof, the Auction Agent from time to time shall enter into such Broker-Dealer Agreements as the Fund Company shall requestrequest in writing. (e) The Auction Agent shall maintain a list of Broker-Dealers.

Broker-Dealers. (a) Not later than 12:00 noon 3:00 p.m. on each Auction Interest Payment Date, the Auction Agent after each Auction will pay a service charge to each Broker-Dealer, from funds provided by the Fund to each Broker-Dealer on the basis of the purchase price of Preferred Shares placed by such Broker-Dealer at such Auction. The Company, a service charge shall be in the amount equal to: (i) in the case of any Auction Date immediately preceding a 7-day Dividend PeriodRate Period of less than one year, the product of (A) a fraction fraction, the numerator of which is the number of days in such Dividend the Rate Period (calculated by counting the first day of such Dividend Rate Period but excluding the last day thereof) and the denominator of which is 365360, times (B) 1/4 of 1%, times (C) $25,000 times (D) the sum of (I) the aggregate number of Preferred Shares Series E Notes placed by such Broker-Dealer, or (ii) the amount mutually agreed upon by the Company and the Broker-Dealer Dealers in the applicable case of any Auction that immediately preceding a Rate Period of one year or longer. For the purposes of the preceding sentence, the Series E Notes shall be placed by a Broker-Dealer if such notes were (x1) the subject of a Submitted Bid of a Beneficial Owner submitted by the Broker-Dealer 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 the Broker-Dealer and were purchased as a result of such submission plus (II) the aggregate number of Preferred Shares subject to valid Hold Orders (determined in accordance with Section 11.10(b) of the Amended and Restated Bylaws) deemed to have been submitted to the Auction Agent by the Broker-Dealer plus (III) the number of Preferred Shares deemed to be subject to Hold Orders by Beneficial Owners pursuant to Section 11.10(b) of the Amended and Restated Bylaws that were acquired by the Broker-Dealer for its own account or were acquired by such Beneficial Owners through the Broker-Dealer; and Dealer for its customers who are Beneficial Owners or (ii2) in the case subject of any Special Dividend Period an order submitted by the amount determined by mutual consent of the Fund and any such Broker-Dealer that is (a) a Submitted Bid of an Existing Holder that resulted in the Existing Holder continuing to hold the notes as a result of the Auction or (b) a Submitted Bid of a Potential Holder that resulted in the Potential Holder purchasing the notes as a result of the Auction or (3) the subject of a valid Hold Order. For the avoidance of doubt, only one Broker-Dealers and Dealer shall be based upon considered to have placed a selling concession that would be applicable to an underwriting particular Series E Note at any particular Auction for purposes 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 Auctionthis Section 2.5(a). (b) The Fund Company shall 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 approval shall not be withheld unreasonably. The Fund Notwithstanding the foregoing, the Company may designate an Affiliate Affiliate, Lxxxxx Brothers Inc., Citigroup Global Markets Inc., or UBS Warburg LLC 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 FundCompany. (d) Subject to Section 2.5(b) hereof, the Auction Agent from time to time shall enter into such Broker-Dealer Agreements as the Fund Company shall requestrequest in writing. (e) The Auction Agent shall maintain a list of Broker-Dealers.

Broker-Dealers. (a) Not later than 12:00 noon 3:00 P.M. on each Auction Dividend Payment Date, the Auction Agent after each Auction will pay a service charge from funds provided by the Fund 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 be (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 (calculated by counting the first day of such Dividend Period but excluding the last day thereof) and the denominator of which is 365, times (B) 1/4 of 1%, times (C) $25,000 times (D) the sum of (I) the aggregate number of Preferred Shares placed by the Broker-Dealer in the applicable Auction that were either (x) the subject of a Submitted Bid of a Beneficial Owner submitted by the Broker-Dealer 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 the Broker-Dealer and were purchased as a result of such submission plus (II) the aggregate number of Preferred Shares subject to valid Hold Orders (determined in accordance with Section 11.10(b) of the Second Amended and Restated Bylaws) submitted to the Auction Agent by the Broker-Dealer plus (III) the number of Preferred Shares deemed to be subject to Hold Orders by Beneficial Owners pursuant to Section 11.10(b) of the Second Amended and Restated Bylaws that were acquired by the Broker-Dealer for its own account or were acquired by such Beneficial Owners through the Broker-Dealer; and (ii) in the case of any Special Dividend Period the amount determined by mutual consent of the Fund and any such Broker-Dealer or Broker-Dealers and shall be based upon 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 Auction. (b) The Fund shall 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 approval shall not be withheld unreasonably. The Fund may designate an Affiliate or UBS Warburg LLC 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-Dealer Agreement would be in effect for the APS after such termination. (d) Subject to Section 2.5(b) hereof, the Auction Agent from time to time shall enter into such Broker-Dealer Agreements as the Fund shall request. (e) The Auction Agent shall maintain a list of Broker-Dealers.

Broker-Dealers. (a) Not 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 Fund to each Broker-Dealer on the basis of the purchase price of Preferred Shares AMPS placed by such Broker-Dealer at such Auction. The service charge shall be (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 (calculated by counting the first day of such Dividend Period but excluding the last day thereof) and the denominator of which is 365, times (B) 1/4 of 1%, times (C) $25,000 times (D) the sum of (I) the aggregate number of Preferred Shares AMPS placed by the Broker-Dealer in the applicable Auction that were either (x) the subject of a Submitted Bid of a Beneficial Owner submitted by the Broker-Dealer 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 the Broker-Dealer and were purchased as a result of such submission plus (II) the aggregate number of Preferred Shares AMPS subject to valid Hold Orders (determined in accordance with Section 11.10(b) of the Second Amended and Restated Bylaws) submitted to the Auction Agent by the Broker-Dealer plus (III) the number of Preferred Shares AMPS deemed to be subject to Hold Orders by Beneficial Owners pursuant to Section 11.10(b) of the Second Amended and Restated Bylaws that were acquired by the Broker-Dealer for its own account or were acquired by such Beneficial Owners through the Broker-Dealer; and (ii) in the case of any Special Dividend Period Period, the amount determined as mutually agreed upon by mutual consent of the Fund and any such Broker-Dealer or Broker-Dealers and shall be Dealers, based upon 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 such Special Dividend Period. For the Dividend Period with respect avoidance of doubt, only one Broker-Dealer shall be considered to such Auctionhave placed a particular share of AMPS at any particular Auction for purposes of this Section. (b) The Fund shall 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 approval shall not be withheld unreasonably. The Notwithstanding the foregoing, the Fund may designate an Affiliate or UBS Warburg LLC 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 Fund, provided that at least one Broker-Dealer Agreement would be in effect for the AMPS after such termination. (d) Subject to Section 2.5(b) hereof, the Auction Agent from time to time shall enter into such Broker-Dealer Agreements as the Fund shall request. (e) The Auction Agent shall maintain a list of Broker-Dealers.

Broker-Dealers. (a) Not later than 12:00 noon 3:00 p.m. on each Auction Dividend Payment Date, the Auction Agent after each Auction will pay a service charge to each Broker-Dealer, from funds provided by the Fund to each Broker-Dealer on the basis of the purchase price of Preferred Shares placed by such Broker-Dealer at such Auction. The Company, a service charge shall be in the amount equal to: (i) in the case of any Auction Date immediately preceding a 7-day Dividend PeriodPeriod of less than one year, the product of (A) a fraction fraction, the numerator of which is the number of days in such the Dividend Period (calculated by counting the first day of such Dividend Period but excluding the last day thereof) and the denominator of which is 365360, times (B) 1/4 of 1%, times (C) $25,000 times (D) the sum of (I) the aggregate number of Preferred ARP Shares placed by such Broker-Dealer, or (ii) the amount mutually agreed upon by the Company and the Broker-Dealer Dealers in the applicable case of any Auction that immediately preceding a Dividend Period of one year or longer. For the purposes of the preceding sentence, the ARP Shares shall be placed by a Broker-Dealer if such shares were (x1) the subject of a Submitted Bid of a Beneficial Owner submitted by the Broker-Dealer 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 the Broker-Dealer and were purchased as a result of such submission plus (II) the aggregate number of Preferred Shares subject to valid Hold Orders (determined in accordance with Section 11.10(b) of the Amended and Restated Bylaws) deemed to have been submitted to the Auction Agent by the Broker-Dealer plus (III) the number of Preferred Shares deemed to be subject to Hold Orders by Beneficial Owners pursuant to Section 11.10(b) of the Amended and Restated Bylaws that were acquired by the Broker-Dealer for its own account or were acquired by such Beneficial Owners through the Broker-Dealer; and Dealer for its customers who are Beneficial Owners or (ii2) in the case subject of any Special Dividend Period an order submitted by the amount determined by mutual consent of the Fund and any such Broker-Dealer that is (a) a Submitted Bid of an Existing Holder that resulted in the Existing Holder continuing to hold the shares as a result of the Auction or (b) a Submitted Bid of a Potential Holder that resulted in the Potential Holder purchasing the shares as a result of the Auction or (3) the subject of a valid Hold Order. For the avoidance of doubt, only one Broker-Dealers and Dealer shall be based upon considered to have placed a selling concession that would be applicable to an underwriting particular ARP Share at any particular Auction for purposes 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 Auctionthis Section 2.5(a). (b) The Fund Company shall 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 approval shall not be withheld unreasonably. The Fund Notwithstanding the foregoing, the Company may designate an Affiliate Affiliate, [________________], [________________] or UBS Warburg LLC [________________] 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 FundCompany. (d) Subject to Section 2.5(b) hereof, the Auction Agent from time to time shall enter into such Broker-Dealer Agreements as the Fund Company shall requestrequest in writing. (e) The Auction Agent shall maintain a list of Broker-Dealers.

Broker-Dealers. (a) Not later than 12:00 noon Noon on each Auction DateDate for the AMPS, the Trust shall pay to the Auction Agent after each Auction will pay a service charge from funds provided by an amount in cash equal to the Fund aggregate fees payable to each the Broker-Dealers for the AMPS pursuant to Section 2.6 of the Broker-Dealer Agreements. Such fees shall be paid on the basis of the purchase price of Preferred Shares AMPS placed by such each Broker-Dealer at such Auction. The service charge Auction and shall be not exceed (i) in the case of any Auction Date immediately preceding a 7-day Dividend PeriodPeriod of less than one year, the product of (A) a fraction the numerator of which is the number of days in such Dividend Period (calculated by counting the first day date of such Dividend Period but excluding the next to last day thereof) and the denominator of which is 365360, times (B) 1/4 of 1%, times (C) $25,000 times (D) the sum of (I) the aggregate number of Preferred Shares placed by the Broker-Dealer in the applicable Auction that were (x) the subject shares of a Submitted Bid of a Beneficial Owner submitted by the Broker-Dealer 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 the Broker-Dealer and were purchased as a result of such submission plus (II) the aggregate number of Preferred Shares subject to valid Hold Orders (determined in accordance with Section 11.10(b) of the Amended and Restated Bylaws) submitted to outstanding AMPS for which the Auction Agent by the Broker-Dealer plus (III) the number of Preferred Shares deemed to be subject to Hold Orders by Beneficial Owners pursuant to Section 11.10(b) of the Amended and Restated Bylaws that were acquired by the Broker-Dealer for its own account or were acquired by such Beneficial Owners through the Broker-Dealer; is conducted and (ii) in the case of any Special Dividend Period of one year or more, the amount determined by mutual consent of the Fund Trust and any such Broker-Dealer or Broker-Dealers and Dealers, which rate shall be based upon a 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, respectively, at the commencement of the Dividend Period with respect to 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 for purposes of this Section. The Auction Agent shall apply such moneys as set forth in Section 2.6 of each such Broker-Dealer Agreement. (b) The Fund Trust shall not designate obtain the consent of the Auction Agent prior to selecting 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 approval consent shall not be withheld unreasonablyunreasonably withheld. The Fund Notwithstanding the foregoing, the Trust may designate an Affiliate or UBS Warburg LLC to act Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 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-Dealer Agreement would be in effect for 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 2.5(b) hereof, the Auction Agent shall from time to time shall 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 Trust shall request. (e) The Auction Agent shall maintain a list of Broker-Dealers.

Broker-Dealers. (a) Not later than 12:00 noon 3:00 p.m. on each Auction Dividend Payment Date, the Auction Agent after each Auction will pay a service charge from funds provided by the Fund 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 be (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 (calculated by counting the first day of such Dividend Period but excluding the last day thereof) and the denominator of which is 365, times (B) 1/4 of 1%, times (C) $25,000 times (D) the sum of (I) the aggregate number of Preferred Shares placed by the Broker-Dealer in the applicable Auction that were either (x) the subject of a Submitted Bid of a Beneficial Owner submitted by the Broker-Dealer 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 the Broker-Dealer and were purchased as a result of such submission plus (II) the aggregate number of Preferred Shares subject to valid Hold Orders (determined in accordance with Section 11.10(b) of the Second Amended and Restated Bylaws) submitted to the Auction Agent by the Broker-Dealer plus (III) the number of Preferred Shares deemed to be subject to Hold Orders by Beneficial Owners pursuant to Section 11.10(b) of the Second Amended and Restated Bylaws that were acquired by the Broker-Dealer for its own account or were acquired by such Beneficial Owners through the Broker-Dealer; and (ii) in the case of any Special Dividend Period Period, the amount determined by mutual consent of the Fund and any such Broker-Dealer or Broker-Dealers and shall be Dealers, based upon 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 such Special Dividend Period. For the Dividend Period with respect avoidance of doubt, only one Broker-Dealer shall be considered to such Auctionhave placed a particular Preferred Share at any particular Auction for purposes of this Section 2.5(a). (b) The Fund shall 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 approval shall not be withheld unreasonably. The Notwithstanding the foregoing, the Fund may designate an Affiliate or UBS Warburg LLC Citigroup Global Markets Inc. 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. (d) Subject to Section 2.5(b) hereof, the Auction Agent from time to time shall enter into such Broker-Dealer Agreements as the Fund shall request. (e) The Auction Agent shall maintain a list of Broker-Dealers.

Broker-Dealers. (a) Not later than 12:00 noon on On each Auction Interest Payment Date, the Auction Agent shall, promptly after each Auction will its receipt of funds from the Company, pay a service charge from funds provided by the Fund to each Broker-Dealer on the basis of the purchase price of Preferred Shares placed by such Broker-Dealer at such Auction. The a service charge shall be in the amount equal to: (i) in the case of any Auction Date immediately preceding a 7-day Dividend PeriodRate Period of less than one year, the product of (A) a fraction the numerator of which is the number of days in such Dividend the Rate Period (calculated by counting the first day of such Dividend Rate Period but excluding the last day thereof) and the denominator of which is 365360, times (B) 1/4 ¼ of 1%, times (C) $25,000 times (D) the sum of (I) the aggregate number of Preferred Shares Tortoise Notes placed by such Broker-Dealer, or (ii) the amount mutually agreed upon by the Company and the Broker-Dealer Dealers in the applicable case of any Auction that immediately preceding a Rate Period of one year or longer. For the purposes of the preceding sentence, the Tortoise Notes shall be placed by a Broker-Dealer if such notes were (x1) the subject of a Submitted Bid of a Beneficial Owner submitted by the Broker-Dealer 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 the Broker-Dealer and were purchased as a result of such submission plus (II) the aggregate number of Preferred Shares subject to valid Hold Orders (determined in accordance with Section 11.10(b) of the Amended and Restated Bylaws) deemed to have been submitted to the Auction Agent by the Broker-Dealer plus (III) the number of Preferred Shares deemed to be subject to Hold Orders by Beneficial Owners pursuant to Section 11.10(b) of the Amended and Restated Bylaws that were acquired by the Broker-Dealer for its own account or were acquired by such Beneficial Owners through the Broker-Dealer; and Dealer for its customers who are Beneficial Owners or (ii2) in the case subject of any Special Dividend Period an Order submitted by the amount determined by mutual consent of the Fund and any such Broker-Dealer that is (a) a Submitted Bid of an Existing Holder that resulted in the Existing Holder continuing to hold the notes as a result of the Auction or Broker-Dealers and (b) a Submitted Bid of a Potential Holder that resulted in the Potential Holder purchasing the notes as a result of the Auction or (3) the subject of a valid Hold Order. For the avoidance of doubt, only one Broker- Dealer shall be based upon considered to have placed a selling concession that would be applicable to an underwriting particular Tortoise Note at any particular Auction for purposes 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 Auctionthis Section 2.5(a). (b) The Fund Company shall 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 approval shall not be withheld unreasonably. The Fund Notwithstanding the foregoing, the Company may designate an Affiliate or UBS Warburg LLC of Xxxxxx Brothers Inc. 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 FundCompany. (d) Subject to Section 2.5(b) hereof, the Auction Agent from time to time shall enter into such Broker-Dealer Agreements as the Fund Company shall requestrequest in writing. (e) The Auction Agent shall maintain a list of Broker-Dealers.

Broker-Dealers. (a) Not later than 12:00 noon on On each Auction Interest Payment Date, the Auction Agent shall, promptly after each Auction will its receipt of funds from the Company, pay a service charge from funds provided by the Fund to each Broker-Dealer on the basis of the purchase price of Preferred Shares placed by such Broker-Dealer at such Auction. The a service charge shall be in the amount equal to: (i) in the case of any Auction Date immediately preceding a 7-day Dividend PeriodRate Period of less than one year, the product of (A) a fraction the numerator of which is the number of days in such Dividend the Rate Period (calculated by counting the first day of such Dividend Rate Period but excluding the last day thereof) and the denominator of which is 365360, times (B) 1/4 of 1%, times (C) $25,000 times (D) the sum of (I) the aggregate number of Preferred Shares $25,000 principal amount increments of Tortoise Notes placed by such Broker-Dealer, or (ii) the amount mutually agreed upon by the Company and the Broker-Dealer Dealers in the applicable case of any Auction that immediately preceding a Rate Period of one year or longer. For the purposes of the preceding sentence, the Tortoise Notes shall be placed by a Broker-Dealer if such notes were (x1) the subject of a Submitted Bid of a Beneficial Owner submitted by the Broker-Dealer 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 the Broker-Dealer and were purchased as a result of such submission plus (II) the aggregate number of Preferred Shares subject to valid Hold Orders (determined in accordance with Section 11.10(b) of the Amended and Restated Bylaws) deemed to have been submitted to the Auction Agent by the Broker-Dealer plus (III) the number of Preferred Shares deemed to be subject to Hold Orders by Beneficial Owners pursuant to Section 11.10(b) of the Amended and Restated Bylaws that were acquired by the Broker-Dealer for its own account or were acquired by such Beneficial Owners through the Broker-Dealer; and Dealer for its customers who are Beneficial Owners or (ii2) in the case subject of any Special Dividend Period an Order submitted by the amount determined by mutual consent of the Fund and any such Broker-Dealer that is (a) a Submitted Bid of an Existing Holder that resulted in the Existing Holder continuing to hold the notes as a result of the Auction or (b) a Submitted Bid of a Potential Holder that resulted in the Potential Holder purchasing the notes as a result of the Auction or (3) the subject of a valid Hold Order. For the avoidance of doubt, only one Broker-Dealers and Dealer shall be based upon considered to have placed a selling concession that would be applicable to an underwriting particular Tortoise Note at any particular Auction for purposes 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 Auctionthis Section 2.5(a). (b) The Fund Company shall 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 approval shall not be withheld unreasonably. The Fund Notwithstanding the foregoing, the Company may designate an Affiliate or UBS Warburg LLC of Lehman Brothers Inc. to act as a Broker-Dealer. (c) The Auction Agent Aucxxxx Xgent shall terminate any Broker-Dealer Agreement as set forth therein if so directed by the FundCompany. (d) Subject to Section 2.5(b) hereof, the Auction Agent from time to time shall enter into such Broker-Dealer Agreements as the Fund Company shall requestrequest in writing. (e) The Auction Agent shall maintain a list of Broker-Dealers.

Broker-Dealers. (a) Not later than 12:00 noon on On each Dividend Payment Date immediately succeeding the Auction Date, the Auction Agent shall, promptly after each Auction will its receipt of funds from the Company, pay a service charge from funds provided by the Fund to each Broker-Dealer on the basis of the purchase price of Preferred Shares placed by such Broker-Dealer at such Auction. The a service charge shall be in the amount equal to: (i) in the case of any Auction Date immediately preceding a 7-day Dividend PeriodPeriod of less than one year, the product of (A) a fraction the numerator of which is the number of days in such the Dividend Period (calculated by counting the first day of such Dividend Period but excluding the last day thereof) and the denominator of which is 365360, times (B) 1/4 of 1%, times (C) $25,000 times (D) the sum of (I) the aggregate number of Preferred MMP Shares placed by such Broker-Dealer, or (ii) the amount mutually agreed upon by the Company and the Broker-Dealer Dealers in the applicable case of any Auction that immediately preceding a Dividend Period of one year or longer. For the purposes of the preceding sentence, the MMP Shares shall be placed by a Broker-Dealer if such shares were (x1) the subject of a Submitted Bid of a Beneficial Owner submitted by the Broker-Dealer 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 the Broker-Dealer and were purchased as a result of such submission plus (II) the aggregate number of Preferred Shares subject to valid Hold Orders (determined in accordance with Section 11.10(b) of the Amended and Restated Bylaws) deemed to have been submitted to the Auction Agent by the Broker-Dealer plus (III) the number of Preferred Shares deemed to be subject to Hold Orders by Beneficial Owners pursuant to Section 11.10(b) of the Amended and Restated Bylaws that were acquired by the Broker-Dealer for its own account or were acquired by such Beneficial Owners through the Broker-Dealer; and Dealer for its customers who are Beneficial Owners or (ii2) in the case subject of any Special Dividend Period an Order submitted by the amount determined by mutual consent of the Fund and any such Broker-Dealer that is (a) a Submitted Bid of an Existing Holder that resulted in the Existing Holder continuing to hold the shares as a result of the Auction or (b) a Submitted Bid of a Potential Holder that resulted in the Potential Holder purchasing the shares as a result of the Auction or (3) the subject of a valid Hold Order. For the avoidance of doubt, only one Broker-Dealers and Dealer shall be based upon considered to have placed a selling concession that would be applicable to an underwriting particular MMP Share at any particular Auction for purposes 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 Auctionthis Section 2.5(a). (b) The Fund Company shall 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 approval shall not be withheld unreasonably. The Fund Notwithstanding the foregoing, the Company may designate an Affiliate or UBS Warburg LLC of Xxxxxx Brothers Inc. 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 FundCompany. (d) Subject to Section 2.5(b) hereof, the Auction Agent from time to time shall enter into such Broker-Dealer Agreements as the Fund Company shall requestrequest in writing. (e) The Auction Agent shall maintain a list of Broker-Dealers.

Broker-Dealers. (a) Not later than 12:00 noon 3:00 p.m. on each Auction Dividend Payment Date, the Auction Agent after each Auction will pay a service charge to each Broker-Dealer, from funds provided by the Fund to each Broker-Dealer on the basis of the purchase price of Preferred Shares placed by such Broker-Dealer at such Auction. The Fund, a service charge shall be in the amount equal to: (i) in the case of any Auction Date immediately preceding a 7-day Dividend PeriodPeriod of less than one year, the product of (A) a fraction the numerator of which is the number of days in such the Dividend Period (calculated by counting the first day of such Dividend Period but excluding the last day thereof) and the denominator of which is 365360, times (B) 1/4 of 1%, times (C) $25,000 times (D) the sum of (I) the aggregate number of Preferred Shares placed by such Broker-Dealer, or (ii) the amount mutually agreed upon by the Fund and the Broker-Dealer Dealers in the applicable case of any Auction that immediately preceding a Dividend Period of one year or longer. For the purposes of the preceding sentence, the Preferred Shares shall be placed by a Broker-Dealer if such shares were (x1) the subject of a Submitted Bid of a Beneficial Owner submitted by the Broker-Dealer 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 the Broker-Dealer and were purchased as a result of such submission plus (II) the aggregate number of Preferred Shares subject to valid Hold Orders (determined in accordance with Section 11.10(b) of the Amended and Restated Bylaws) deemed to have been submitted to the Auction Agent by the Broker-Dealer plus (III) the number of Preferred Shares deemed to be subject to Hold Orders by Beneficial Owners pursuant to Section 11.10(b) of the Amended and Restated Bylaws that were acquired by the Broker-Dealer for its own account or were acquired by such Beneficial Owners through the Broker-Dealer; and Dealer for its customers who are Beneficial Owners or (ii2) in the case subject of any Special Dividend Period an order submitted by the amount determined by mutual consent of the Fund and any such Broker-Dealer or Broker-Dealers and shall be based upon that is (a) a selling concession Submitted Bid of an Existing Holder that would be applicable resulted in the Existing Holder continuing to an underwriting of fixed or variable rate preferred hold the shares with as a similar final maturity or variable rate dividend period, respectively, at the commencement result of the Dividend Period with respect to such Auction. Auction or (b) The Fund shall not designate any Person to act a Submitted Bid of a Potential Holder that resulted in the Potential Holder purchasing the shares 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 result of the Auction Agent, which approval shall not be withheld unreasonably. The Fund may designate an Affiliate or UBS Warburg LLC to act as a Broker-Dealer. (c3) The Auction Agent shall terminate any Broker-Dealer Agreement as set forth therein if so directed by the Fund. (d) Subject to Section 2.5(b) hereof, the Auction Agent from time to time shall enter into such Broker-Dealer Agreements as the Fund shall request. (e) The Auction Agent shall maintain a list of Broker-Dealers.a

Broker-Dealers. (a) Not later than 12:00 noon 3:00 p.m. on each Auction Dividend Payment Date, the Auction Agent after each Auction will pay a service charge from funds provided by the Fund to each Broker-Dealer on the basis of the purchase price of Preferred Shares AMPS placed by such Broker-Dealer at such Auction. The service charge shall be (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 (calculated by counting the first day of such Dividend Period but excluding the last day thereof) and the denominator of which is 365, times (B) 1/4 of 1%, times (C) $25,000 times (D) the sum of (I) the aggregate number of Preferred Shares AMPS placed by the Broker-Dealer in the applicable Auction that were either (x) the subject of a Submitted Bid of a Beneficial Owner submitted by the Broker-Dealer 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 the Broker-Dealer and were purchased as a result of such submission plus (II) the aggregate number of Preferred Shares AMPS subject to valid Hold Orders (determined in accordance with Section 11.10(b) of the Second Amended and Restated Bylaws) submitted to the Auction Agent by the Broker-Dealer plus (III) the number of Preferred Shares AMPS deemed to be subject to Hold Orders by Beneficial Owners pursuant to Section 11.10(b) of the Second Amended and Restated Bylaws that were acquired by the Broker-Dealer for its own account or were acquired by such Beneficial Owners through the Broker-Dealer; and (ii) in the case of any Special Dividend Period Period, the amount determined by mutual consent of the Fund and any such Broker-Dealer or Broker-Dealers and shall be Dealers, based upon 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 such Special Dividend Period. For the Dividend Period with respect avoidance of doubt, only one Broker-Dealer shall be considered to such Auctionhave placed a particular share of AMPS at any particular Auction for purposes of this Section 2.5(a). (b) The Fund shall 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 approval shall not be withheld unreasonably. The Notwithstanding the foregoing, the Fund may designate an Affiliate or UBS Warburg LLC Xxxxxxx Lynch, Pierce, Xxxxxx and 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 Fund. (d) Subject to Section 2.5(b) hereof, the Auction Agent from time to time shall enter into such Broker-Dealer Agreements as the Fund shall request. (e) The Auction Agent shall maintain a list of Broker-Dealers.

Broker-Dealers. (a) Not 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 Fund to each Broker-Dealer on the basis of the purchase price of Preferred Shares AMPS placed by such Broker-Dealer at such Auction. The service charge shall be (i) in the case of any Auction Date immediately preceding a 7-day Dividend PeriodPeriod of less than one year, the product of (A) 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 365360, times (B) 1/4 of 1%, times (C) $25,000 times (D) the sum of (I) the aggregate number of Preferred Shares AMPS placed by the Broker-Dealer in the applicable Auction that were (x) the subject of a Submitted Bid of a Beneficial Owner submitted by the Broker-Dealer 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 the Broker-Dealer and were purchased as a result of such submission plus (II) the aggregate number of Preferred Shares AMPS subject to valid Hold Orders (determined in accordance with Section 11.10(b) 2 of Part II of the Amended and Restated BylawsStatement) submitted to the Auction Agent by the Broker-Dealer plus (III) the number of Preferred Shares AMPS deemed to be subject to Hold Orders by Beneficial Owners pursuant to Section 11.10(b) 2 of Part II of the Amended and Restated Bylaws Statement that were acquired by the Broker-Dealer for its own account or were acquired by such Beneficial Owners through the Broker-Dealer; and (ii) in the case of any Special Dividend Rate Period of one year or longer the amount determined by mutual consent of the Fund and any such Broker-Dealer or Broker-Dealers and shall be based upon 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 Special Rate Period with respect to such Auction. For purposes of subclause (a)(D)(II) of the foregoing sentence, if any Beneficial Owner who acquired AMPS through a Broker-Dealer 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 Broker-Dealer, provided, however, that if the transfer was effected by, or if the transferee is, a Broker-Dealer other than that Broker-Dealer, then such Broker-Dealer shall be the Broker-Dealer for such shares. Notwithstanding any provision of the Auction Procedures of the Settlement Procedures to the contrary, in the event a Broker-Dealer is an Existing Holder with respect to any AMPS and the Auction Procedures provide that a Broker-Dealer shall be deemed to have submitted a Sell Order in an Auction with respect to such shares if the Broker-Dealer fails to submit an Order in that Auction with respect to such shares, a Broker-Dealer shall have no liability to any Person failing to sell such shares pursuant to such a deemed Sell Order if (i) such shares were transferred by the Beneficial Owner thereof without notification of such transfer in compliance with the Auction Procedures or (ii) a Broker-Dealer has indicated to the Auction Agent pursuant to Section 3.2(c) of this Agreement that, according to the Broker-Dealer's records, the Broker-Dealer is not an Existing Holder of such shares. (b) The Fund shall 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 approval shall not be withheld unreasonably. The Fund may designate an Affiliate or UBS Warburg LLC Merrill Lynch, Pierce, Fennxx & Xxith to act as a BrokerXxxxxx-DealerDexxxx. (c) The Auction Agent shall terminate any Broker-Dealer Agreement as set forth therein if so directed by the FundFund provided that at least one Broker-Dealer Agreement would be in effect for each series of AMPS after such termination. (d) Subject to Section 2.5(b) hereof, the Auction Agent from time to time shall enter into such Broker-Dealer Agreements as the Fund shall request. (e) The Auction Agent shall maintain a list of Broker-Dealers.

Broker-Dealers. (a) Not later than 12:00 noon on On each Auction Interest Payment Date, the Auction Agent shall, promptly after each Auction will its receipt of funds from the Company pay a service charge from funds provided by the Fund to each Broker-Dealer on the basis of the purchase price of Preferred Shares placed by such Broker-Dealer at such Auction. The Dealer, a service charge shall be in the amount equal to: (i) in the case of any Auction Date immediately preceding a 7-day Dividend PeriodRate Period of less than one year, the product of (A) a fraction the numerator of which is the number of days in such Dividend the Rate Period (calculated by counting the first day of such Dividend Rate Period but excluding the last day thereof) and the denominator of which is 365360, times (B) 1/4 of 1%, times (C) $25,000 times (D) the sum of (I) the aggregate number of Preferred Shares Tortoise Notes placed by such Broker-Dealer, or (ii) the amount mutually agreed upon by the Company and the Broker-Dealer Dealers in the applicable case of any Auction that immediately preceding a Rate Period of one year or longer. For the purposes of the preceding sentence, the Tortoise Notes shall be placed by a Broker-Dealer if such notes were (x1) the subject of a Submitted Bid of a Beneficial Owner submitted by the Broker-Dealer 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 the Broker-Dealer and were purchased as a result of such submission plus (II) the aggregate number of Preferred Shares subject to valid Hold Orders (determined in accordance with Section 11.10(b) of the Amended and Restated Bylaws) deemed to have been submitted to the Auction Agent by the Broker-Dealer plus (III) the number of Preferred Shares deemed to be subject to Hold Orders by Beneficial Owners pursuant to Section 11.10(b) of the Amended and Restated Bylaws that were acquired by the Broker-Dealer for its own account or were acquired by such Beneficial Owners through the Broker-Dealer; and Dealer for its customers who are Beneficial Owners or (ii2) in the case subject of any Special Dividend Period an order submitted by the amount determined by mutual consent of the Fund and any such Broker-Dealer that is (a) a Submitted Bid of an Existing Holder that resulted in the Existing Holder continuing to hold the notes as a result of the Auction or (b) a Submitted Bid of a Potential Holder that resulted in the Potential Holder purchasing the notes as a result of the Auction or (3) the subject of a valid Hold Order. For the avoidance of doubt, only one Broker-Dealers and Dealer shall be based upon considered to have placed a selling concession that would be applicable to an underwriting particular Tortoise Note at any particular Auction for purposes 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 Auctionthis Section 2.5(a). (b) The Fund Company shall 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 approval shall not be withheld unreasonably. The Fund Notwithstanding the foregoing, the Company may designate an Affiliate or UBS Warburg LLC Lehman Brothers Inc. 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 FundCompany. (d) Subject to Section 2.5(b) hereof, the Auction Agent from time to time shall enter into such Broker-Dealer Agreements as the Fund Company shall requestrequest in writing. (e) The Auction Agent shall maintain a list of Broker-Broker- Dealers.

Broker-Dealers. (a) Not later than 12:00 noon 3:00 p.m. on each Auction Dividend Payment Date, the Auction Agent after each Auction will pay a service charge from funds provided by the Fund to each Broker-Dealer on the basis of the purchase price of Preferred Shares AMPS placed by such Broker-Dealer at such Auction. The service charge shall be (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 (calculated by counting the first day of such Dividend Period but excluding the last day thereof) and the denominator of which is 365, times (B) 1/4 of 1%, times (C) $25,000 times (D) the sum of (I) the aggregate number of Preferred Shares AMPS placed by the Broker-Dealer in the applicable Auction that were either (x) the subject of a Submitted Bid of a Beneficial Owner submitted by the Broker-Dealer 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 the Broker-Dealer and were purchased as a result of such submission plus (II) the aggregate number of Preferred Shares AMPS subject to valid Hold Orders (determined in accordance with Section 11.10(b) of the Second Amended and Restated Bylaws) submitted to the Auction Agent by the Broker-Dealer plus (III) the number of Preferred Shares AMPS deemed to be subject to Hold Orders by Beneficial Owners pursuant to Section 11.10(b) of the Second Amended and Restated Bylaws that were acquired by the Broker-Dealer for its own account or were acquired by such Beneficial Owners through the Broker-Dealer; and (ii) in the case of any Special Dividend Period Period, the amount determined by mutual consent of the Fund and any such Broker-Dealer or Broker-Dealers and shall be Dealers, based upon 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 such Special Dividend Period. For the Dividend Period with respect avoidance of doubt, only one Broker-Dealer shall be considered to such Auctionhave placed a particular share of AMPS at any particular Auction for purposes of this Section 2.5(a). (b) The Fund shall 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 approval shall not be withheld unreasonably. The Notwithstanding the foregoing, the Fund may designate an Affiliate or UBS Warburg LLC 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 Fund. (d) Subject to Section 2.5(b) hereof, the Auction Agent from time to time shall enter into such Broker-Dealer Agreements as the Fund shall request. (e) The Auction Agent shall maintain a list of Broker-Dealers.

Broker-Dealers. (a) Not later than 12:00 noon 3:00 p.m. on each Auction Interest Payment Date, the Auction Agent after each Auction will pay a service charge to each Broker-Dealer, from funds provided by the Fund to each Broker-Dealer on the basis of the purchase price of Preferred Shares placed by such Broker-Dealer at such Auction. The Company, a service charge shall be in the amount equal to: (i) in the case of any Auction Date immediately preceding a 7-day Dividend PeriodRate Period of less than one year, the product of (A) a fraction fraction, the numerator of which is the number of days in such Dividend the Rate Period (calculated by counting the first day of such Dividend Rate Period but excluding the last day thereof) and the denominator of which is 365360, times (B) 1/4 of 1%, times (C) $25,000 times (D) the sum of (I) the aggregate number of Preferred Shares Kayne Notes placed by such Broker-Dealer, or (ii) the amount mutually agreed upon by the Company and the Broker-Dealer Dealers in the applicable case of any Auction that immediately preceding a Rate Period of one year or longer. For the purposes of the preceding sentence, the Kayne Notes shall be placed by a Broker-Dealer if such notes were (x1) the subject of a Submitted Bid of a Beneficial Owner submitted by the Broker-Dealer 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 the Broker-Dealer and were purchased as a result of such submission plus (II) the aggregate number of Preferred Shares subject to valid Hold Orders (determined in accordance with Section 11.10(b) of the Amended and Restated Bylaws) deemed to have been submitted to the Auction Agent by the Broker-Dealer plus (III) the number of Preferred Shares deemed to be subject to Hold Orders by Beneficial Owners pursuant to Section 11.10(b) of the Amended and Restated Bylaws that were acquired by the Broker-Dealer for its own account or were acquired by such Beneficial Owners through the Broker-Dealer; and Dealer for its customers who are Beneficial Owners or (ii2) in the case subject of any Special Dividend Period an order submitted by the amount determined by mutual consent of the Fund and any such Broker-Dealer that is (a) a Submitted Bid of an Existing Holder that resulted in the Existing Holder continuing to hold the notes as a result of the Auction or (b) a Submitted Bid of a Potential Holder that resulted in the Potential Holder purchasing the notes as a result of the Auction or (3) the subject of a valid Hold Order. For the avoidance of doubt, only one Broker-Dealers and Dealer shall be based upon considered to have placed a selling concession that would be applicable to an underwriting particular Kxxxx Xxxxxxxx Note at any particular Auction for purposes 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 Auctionthis Section 2.5(a). (b) The Fund Company shall 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 approval shall not be withheld unreasonably. The Fund Notwithstanding the foregoing, the Company may designate an Affiliate Affiliate, Lxxxxx Brothers Inc., Citigroup Global Markets Inc., or UBS Warburg Securities LLC 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 FundCompany. (d) Subject to Section 2.5(b) hereof, the Auction Agent from time to time shall enter into such Broker-Dealer Agreements as the Fund Company shall requestrequest in writing. (e) The Auction Agent shall maintain a list of Broker-Dealers.

Broker-Dealers. (a) Not later than 12:00 noon 3:00 p.m. on each Auction Interest Payment Date, the Auction Agent after each Auction will pay a service charge to each Broker-Dealer, from funds provided by the Fund to each Broker-Dealer on the basis of the purchase price of Preferred Shares placed by such Broker-Dealer at such Auction. The Company, a service charge shall be in the amount equal to: (i) in the case of any Auction Date immediately preceding a 7-day Dividend PeriodRate Period of less than one year, the product of (A) a fraction fraction, the numerator of which is the number of days in such Dividend the Rate Period (calculated by counting the first day of such Dividend Rate Period but excluding the last day thereof) and the denominator of which is 365360, times (B) 1/4 of 1%, times (C) $25,000 times (D) the sum of (I) the aggregate number of Preferred Shares Series ___Notes placed by such Broker-Dealer, or (ii) the amount mutually agreed upon by the Company and the Broker-Dealer Dealers in the applicable case of any Auction that immediately preceding a Rate Period of one year or longer. For the purposes of the preceding sentence, the Series ___Notes shall be placed by a Broker-Dealer if such notes were (x1) the subject of a Submitted Bid of a Beneficial Owner submitted by the Broker-Dealer 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 the Broker-Dealer and were purchased as a result of such submission plus (II) the aggregate number of Preferred Shares subject to valid Hold Orders (determined in accordance with Section 11.10(b) of the Amended and Restated Bylaws) deemed to have been submitted to the Auction Agent by the Broker-Dealer plus (III) the number of Preferred Shares deemed to be subject to Hold Orders by Beneficial Owners pursuant to Section 11.10(b) of the Amended and Restated Bylaws that were acquired by the Broker-Dealer for its own account or were acquired by such Beneficial Owners through the Broker-Dealer; and Dealer for its customers who are Beneficial Owners or (ii2) in the case subject of any Special Dividend Period an order submitted by the amount determined by mutual consent of the Fund and any such Broker-Dealer that is (a) a Submitted Bid of an Existing Holder that resulted in the Existing Holder continuing to hold the notes as a result of the Auction or (b) a Submitted Bid of a Potential Holder that resulted in the Potential Holder purchasing the notes as a result of the Auction or (3) the subject of a valid Hold Order. For the avoidance of doubt, only one Broker-Dealers and Dealer shall be based upon considered to have placed a selling concession that would be applicable to an underwriting particular Series ___Note at any particular Auction for purposes 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 Auctionthis Section 2.5(a). (b) The Fund Company shall 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 approval shall not be withheld unreasonably. The Fund Notwithstanding the foregoing, the Company may designate an Affiliate Affiliate, [________________], [________________], or UBS Warburg LLC 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 FundCompany. (d) Subject to Section 2.5(b) hereof, the Auction Agent from time to time shall enter into such Broker-Dealer Agreements as the Fund Company shall requestrequest in writing. (e) The Auction Agent shall maintain a list of Broker-Dealers.

Broker-Dealers. (a) Not later than 12:00 noon on On each Auction Interest Payment Date, the Auction Agent shall, promptly after each Auction will its receipt of funds from the Company pay a service charge from funds provided by the Fund to each Broker-Dealer on the basis of the purchase price of Preferred Shares placed by such Broker-Dealer at such Auction. The Dealer, a service charge shall be in the amount equal to: (i) in the case of any Auction Date immediately preceding a 7-day Dividend PeriodRate Period of less than one year, the product of (A) a fraction the numerator of which is the number of days in such Dividend the Rate Period (calculated by counting the first day of such Dividend Rate Period but excluding the last day thereof) and the denominator of which is 365360, times (B) 1/4 ¼ of 1%, times (C) $25,000 times (D) the sum of (I) the aggregate number of Preferred Shares Tortoise Notes placed by such Broker-Dealer, or (ii) the amount mutually agreed upon by the Company and the Broker-Dealer Dealers in the applicable case of any Auction that immediately preceding a Rate Period of one year or longer. For the purposes of the preceding sentence, the Tortoise Notes shall be placed by a Broker-Dealer if such notes were (x1) the subject of a Submitted Bid of a Beneficial Owner submitted by the Broker-Dealer 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 the Broker-Dealer and were purchased as a result of such submission plus (II) the aggregate number of Preferred Shares subject to valid Hold Orders (determined in accordance with Section 11.10(b) of the Amended and Restated Bylaws) deemed to have been submitted to the Auction Agent by the Broker-Dealer plus (III) the number of Preferred Shares deemed to be subject to Hold Orders by Beneficial Owners pursuant to Section 11.10(b) of the Amended and Restated Bylaws that were acquired by the Broker-Dealer for its own account or were acquired by such Beneficial Owners through the Broker-Dealer; and Dealer for its customers who are Beneficial Owners or (ii2) in the case subject of any Special Dividend Period an order submitted by the amount determined by mutual consent of the Fund and any such Broker-Dealer that is (a) a Submitted Bid of an Existing Holder that resulted in the Existing Holder continuing to hold the notes as a result of the Auction or Broker-Dealers and (b) a Submitted Bid of a Potential Holder that resulted in the Potential Holder purchasing the notes as a result of the Auction or (3) the subject of a valid Hold Order. For the avoidance of doubt, only one Broker- Dealer shall be based upon considered to have placed a selling concession that would be applicable to an underwriting particular Tortoise Note at any particular Auction for purposes 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 Auctionthis Section 2.5(a). (b) The Fund Company shall 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 approval shall not be withheld unreasonably. The Fund Notwithstanding the foregoing, the Company may designate an Affiliate or UBS Warburg LLC Xxxxxx Brothers Inc. 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 FundCompany. (d) Subject to Section 2.5(b) hereof, the Auction Agent from time to time shall enter into such Broker-Dealer Agreements as the Fund Company shall requestrequest in writing. (e) The Auction Agent shall maintain a list of Broker-Dealers.

Broker-Dealers. (a) Not later than 12:00 noon on On each Auction Interest Payment Date, the Auction Agent shall, promptly after each Auction will its receipt of funds from the Company pay a service charge from funds provided by the Fund to each Broker-Dealer on the basis of the purchase price of Preferred Shares placed by such Broker-Dealer at such Auction. The Dealer, a service charge shall be in the amount equal to: (i) in the case of any Auction Date immediately preceding a 7-day Dividend PeriodRate Period of less than one year, the product of (A) a fraction the numerator of which is the number of days in such Dividend the Rate Period (calculated by counting the first day of such Dividend Rate Period but excluding the last day thereof) and the denominator of which is 365360, times (B) 1/4 of 1%, times (C) $25,000 times (D) the sum of (I) the aggregate number of Preferred Shares Tortoise Notes placed by such Broker-Dealer, or (ii) the amount mutually agreed upon by the Company and the Broker-Dealer Dealers in the applicable case of any Auction that immediately preceding a Rate Period of one year or longer. For the purposes of the preceding sentence, the Tortoise Notes shall be placed by a Broker-Dealer if such notes were (x1) the subject of a Submitted Bid of a Beneficial Owner submitted by the Broker-Dealer 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 the Broker-Dealer and were purchased as a result of such submission plus (II) the aggregate number of Preferred Shares subject to valid Hold Orders (determined in accordance with Section 11.10(b) of the Amended and Restated Bylaws) deemed to have been submitted to the Auction Agent by the Broker-Dealer plus (III) the number of Preferred Shares deemed to be subject to Hold Orders by Beneficial Owners pursuant to Section 11.10(b) of the Amended and Restated Bylaws that were acquired by the Broker-Dealer for its own account or were acquired by such Beneficial Owners through the Broker-Dealer; and Dealer for its customers who are Beneficial Owners or (ii2) in the case subject of any Special Dividend Period an order submitted by the amount determined by mutual consent of the Fund and any such Broker-Dealer that is (a) a Submitted Bid of an Existing Holder that resulted in the Existing Holder continuing to hold the notes as a result of the Auction or Broker-Dealers and (b) a Submitted Bid of a Potential Holder that resulted in the Potential Holder purchasing the notes as a result of the Auction or (3) the subject of a valid Hold Order. For the avoidance of doubt, only one Broker- Dealer shall be based upon considered to have placed a selling concession that would be applicable to an underwriting particular Tortoise Note at any particular Auction for purposes 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 Auctionthis Section 2.5(a). (b) The Fund Company shall 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 approval shall not be withheld unreasonably. The Fund Notwithstanding the foregoing, the Company may designate an Affiliate or UBS Warburg LLC Lehman Brothers Inc. to act as a Broker-Dealer. (c) The Xxe Auction Agent shall terminate any Broker-Dealer Agreement as set forth therein if so directed by the FundCompany. (d) Subject to Section 2.5(b) hereof, the Auction Agent from time to time shall enter into such Broker-Dealer Agreements as the Fund Company shall requestrequest in writing. (e) The Auction Agent shall maintain a list of Broker-Dealers.

Broker-Dealers. (a) Not 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 Fund to each Broker-Dealer on the basis of the purchase price of Preferred Shares AMPS placed by such Broker-Dealer at such Auction. The service charge shall be (i) in the case of any Auction Date immediately preceding a 7-day Dividend PeriodPeriod of less than one year, the product of (A) 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 365360, times (B) 1/4 of 1%, times (C) $25,000 times (D) the sum of (I) the aggregate number of Preferred Shares AMPS placed by the Broker-Dealer in the applicable Auction that were (x) the subject of a Submitted Bid of a Beneficial Owner submitted by the Broker-Dealer 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 the Broker-Dealer and were purchased as a result of such submission plus (II) the aggregate number of Preferred Shares AMPS subject to valid Hold Orders (determined in accordance with Section 11.10(b) 2 of Part II of the Amended and Restated BylawsStatement) submitted to the Auction Agent by the Broker-Dealer plus (III) the number of Preferred Shares AMPS deemed to be subject to Hold Orders by Beneficial Owners pursuant to Section 11.10(b) 2 of Part II of the Amended and Restated Bylaws Statement that were acquired by the Broker-Dealer for its own account or were acquired by such Beneficial Owners through the Broker-Dealer; and (ii) in the case of any Special Dividend Rate Period of one year or longer the amount determined by mutual consent of the Fund and any such Broker-Dealer or Broker-Dealers and shall be based upon 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 Special Rate Period with respect to such Auction. For purposes of subclause (a)(D)(II) of the foregoing sentence, if any Beneficial Owner who acquired AMPS through a Broker-Dealer 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 Broker-Dealer, provided, however, that if the transfer was effected by, or if the transferee is, a Broker-Dealer other than that Broker-Dealer, then such Broker-Dealer shall be the Broker-Dealer for such shares. Notwithstanding any provision of the Auction Procedures of the Settlement Procedures to the contrary, in the event a Broker-Dealer is an Existing Holder with respect to any AMPS and the Auction Procedures provide that a Broker-Dealer shall be deemed to have submitted a Sell Order in an Auction with respect to such shares if the Broker-Dealer fails to submit an Order in that Auction with respect to such shares, a Broker-Dealer shall have no liability to any Person failing to sell such shares pursuant to such a deemed Sell Order if (i) such shares were transferred by the Beneficial Owner thereof without notification of such transfer in compliance with the Auction Procedures or (ii) a Broker-Dealer has indicated to the Auction Agent pursuant to Section 3.2(c) of this Agreement that, according to the Broker-Dealer's records, the Broker-Dealer is not an Existing Holder of such shares. (b) The Fund shall 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 approval shall not be withheld unreasonably. The Fund may designate an Affiliate or UBS Warburg LLC Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx 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 FundFund provided that at least one Broker-Dealer Agreement would be in effect for each series of AMPS after such termination. (d) Subject to Section 2.5(b) hereof, the Auction Agent from time to time shall enter into such Broker-Dealer Agreements as the Fund shall request. (e) The Auction Agent shall maintain a list of Broker-Dealers.

Broker-Dealers. (a) Not later than 12:00 noon on On each Auction Dividend Payment Date, the Auction Agent shall, promptly after each Auction will its receipt of funds from the Company, pay a service charge from funds provided by the Fund to each Broker-Dealer on the basis of the purchase price of Preferred Shares placed by such Broker-Dealer at such Auction. The Dealer, a service charge shall be in the amount equal to: (i) in the case of any Auction Date immediately preceding a 7-day Dividend PeriodPeriod of less than one year, the product of (A) a fraction the numerator of which is the number of days in such the Dividend Period (calculated by counting the first day of such Dividend Period but excluding the last day thereof) and the denominator of which is 365360, times (B) 1/4 of 1%, times (C) $25,000 times (D) the sum of (I) the aggregate number of Preferred MMP Shares placed by such Broker-Dealer, or (ii) the amount mutually agreed upon by the Company and the Broker-Dealer Dealers in the applicable case of any Auction that immediately preceding a Dividend Period of one year or longer. For the purposes of the preceding sentence, the MMP Shares shall be placed by a Broker-Dealer if such shares were (x1) the subject of a Submitted Bid of a Beneficial Owner submitted by the Broker-Dealer 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 the Broker-Dealer and were purchased as a result of such submission plus (II) the aggregate number of Preferred Shares subject to valid Hold Orders (determined in accordance with Section 11.10(b) of the Amended and Restated Bylaws) deemed to have been submitted to the Auction Agent by the Broker-Dealer plus (III) the number of Preferred Shares deemed to be subject to Hold Orders by Beneficial Owners pursuant to Section 11.10(b) of the Amended and Restated Bylaws that were acquired by the Broker-Dealer for its own account or were acquired by such Beneficial Owners through the Broker-Dealer; and Dealer for its customers who are Beneficial Owners or (ii2) in the case subject of any Special Dividend Period an order submitted by the amount determined by mutual consent of the Fund and any such Broker-Dealer that is (a) a Submitted Bid of an Existing Holder that resulted in the Existing Holder continuing to hold the shares as a result of the Auction or (b) a Submitted Bid of a Potential Holder that resulted in the Potential Holder purchasing the shares as a result of the Auction or (3) the subject of a valid Hold Order. For the avoidance of doubt, only one Broker-Dealers and Dealer shall be based upon considered to have placed a selling concession that would be applicable to an underwriting particular MMP Share at any particular Auction for purposes 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 Auctionthis Section 2.5(a). (b) The Fund Company shall 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 approval shall not be withheld unreasonably. The Fund Notwithstanding the foregoing, the Company may designate an Affiliate or UBS Warburg LLC Lehman Brothers Inc. 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 FundCompany. (d) Subject to Section 2.5(b) hereof, the Auction Agent from time to time shall enter into such Broker-Dealer Agreements as the Fund Company shall requestrequest in writing. (e) The Auction Agent shall maintain a list of Broker-Dealers.

Broker-Dealers. (a) Not later than 12:00 noon on On each Dividend Payment Date immediately succeeding the Auction Date, the Auction Agent shall, promptly after each Auction will its receipt of funds from the Company, pay a service charge from funds provided by the Fund to each Broker-Dealer on the basis of the purchase price of Preferred Shares placed by such Broker-Dealer at such Auction. The a service charge shall be in the amount equal to: (i) in the case of any Auction Date immediately preceding a 7-day Dividend PeriodPeriod of less than one year, the product of (A) a fraction the numerator of which is the number of days in such the Dividend Period (calculated by counting the first day of such Dividend Period but excluding the last day thereof) and the denominator of which is 365360, times (B) 1/4 ¼ of 1%, times (C) $25,000 times (D) the sum of (I) the aggregate number of Preferred MMP Shares placed by such Broker-Dealer, or (ii) the amount mutually agreed upon by the Company and the Broker-Dealer Dealers in the applicable case of any Auction that immediately preceding a Dividend Period of one year or longer. For the purposes of the preceding sentence, the MMP Shares shall be placed by a Broker-Dealer if such shares were (x1) the subject of a Submitted Bid of a Beneficial Owner submitted by the Broker-Dealer 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 the Broker-Dealer and were purchased as a result of such submission plus (II) the aggregate number of Preferred Shares subject to valid Hold Orders (determined in accordance with Section 11.10(b) of the Amended and Restated Bylaws) deemed to have been submitted to the Auction Agent by the Broker-Dealer plus (III) the number of Preferred Shares deemed to be subject to Hold Orders by Beneficial Owners pursuant to Section 11.10(b) of the Amended and Restated Bylaws that were acquired by the Broker-Dealer for its own account or were acquired by such Beneficial Owners through the Broker-Dealer; and Dealer for its customers who are Beneficial Owners or (ii2) in the case subject of any Special Dividend Period an Order submitted by the amount determined by mutual consent of the Fund and any such Broker-Dealer that is (a) a Submitted Bid of an Existing Holder that resulted in the Existing Holder continuing to hold the shares as a result of the Auction or (b) a Submitted Bid of a Potential Holder that resulted in the Potential Holder purchasing the shares as a result of the Auction or (3) the subject of a valid Hold Order. For the avoidance of doubt, only one Broker-Dealers and Dealer shall be based upon considered to have placed a selling concession that would be applicable to an underwriting particular MMP Share at any particular Auction for purposes 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 Auctionthis Section 2.5(a). (b) The Fund Company shall 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 approval shall not be withheld unreasonably. The Fund Notwithstanding the foregoing, the Company may designate an Affiliate or UBS Warburg LLC of Xxxxxx Brothers Inc. 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 FundCompany. (d) Subject to Section 2.5(b) hereof, the Auction Agent from time to time shall enter into such Broker-Dealer Agreements as the Fund Company shall requestrequest in writing. (e) The Auction Agent shall maintain a list of Broker-Dealers.

Broker-Dealers. (a) Not later than 12:00 noon 3:00 p.m. on each Auction Interest Payment Date, the Auction Agent after each Auction will pay a service charge to each Broker-Dealer, from funds provided by the Fund to each Broker-Dealer on the basis of the purchase price of Preferred Shares placed by such Broker-Dealer at such Auction. The Company, a service charge shall be in the amount equal to: (i) in the case of any Auction Date immediately preceding a 7-day Dividend PeriodRate Period of less than one year, the product of (A) a fraction the numerator of which is the number of days in such Dividend the Rate Period (calculated by counting the first day of such Dividend Rate Period but excluding the last day thereof) and the denominator of which is 365360, times (B) 1/4 of 1%, times (C) $25,000 times (D) the sum of (I) the aggregate number of Preferred Shares Tortoise Notes placed by such Broker-Dealer, or (ii) the amount mutually agreed upon by the Company and the Broker-Dealer Dealers in the applicable case of any Auction that immediately preceding a Rate Period of one year or longer. For the purposes of the preceding sentence, the Tortoise Notes shall be placed by a Broker-Dealer if such notes were (x1) the subject of a Submitted Bid of a Beneficial Owner submitted by the Broker-Dealer 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 the Broker-Dealer and were purchased as a result of such submission plus (II) the aggregate number of Preferred Shares subject to valid Hold Orders (determined in accordance with Section 11.10(b) of the Amended and Restated Bylaws) deemed to have been submitted to the Auction Agent by the Broker-Dealer plus (III) the number of Preferred Shares deemed to be subject to Hold Orders by Beneficial Owners pursuant to Section 11.10(b) of the Amended and Restated Bylaws that were acquired by the Broker-Dealer for its own account or were acquired by such Beneficial Owners through the Broker-Dealer; and Dealer for its customers who are Beneficial Owners or (ii2) in the case subject of any Special Dividend Period an order submitted by the amount determined by mutual consent of the Fund and any such Broker-Dealer or Broker-Dealers and shall be based upon that is (a) a selling concession Submitted Bid of an Existing Holder that would be applicable resulted in the Existing Holder continuing to an underwriting of fixed or variable rate preferred shares with hold the notes as a similar final maturity or variable rate dividend period, respectively, at the commencement result of the Dividend Period with respect to such Auction.Auction or (b) a Submitted Bid of a Potential Holder that resulted in the Potential Holder purchasing the notes as a result of the Auction or (3) the subject of a valid Hold Order. For the avoidance of doubt, only (b) The Fund Company shall 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 approval shall not be withheld unreasonably. The Fund Notwithstanding the foregoing, the Company may designate an Affiliate or UBS Warburg LLC Lehman Brothers Inc. 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 FundCompany. (d) Subject to Section 2.5(b) hereof, the Auction Agent from time to time shall enter into such Broker-Dealer Agreements as the Fund Company shall requestrequest in writing. (e) The Auction Agent shall maintain a list of Broker-Dealers.

Broker-Dealers. (a) Not later than 12:00 noon on On each Auction Dividend Payment Date, the Auction Agent shall, promptly after each Auction will its receipt of funds from the Company, pay a service charge from funds provided by the Fund to each Broker-Dealer on the basis of the purchase price of Preferred Shares placed by such Broker-Dealer at such Auction. The Dealer, a service charge shall be in the amount equal to: (i) in the case of any Auction Date immediately preceding a 7-day Dividend PeriodPeriod of less than one year, the product of (A) a fraction the numerator of which is the number of days in such the Dividend Period (calculated by counting the first day of such Dividend Period but excluding the last day thereof) and the denominator of which is 365360, times (B) 1/4 of 1%, times (C) $25,000 times (D) the sum of (I) the aggregate number of Preferred MMP Shares placed by such Broker-Dealer, or (ii) the amount mutually agreed upon by the Company and the Broker-Dealer Dealers in the applicable case of any Auction that immediately preceding a Dividend Period of one year or longer. For the purposes of the preceding sentence, the MMP Shares shall be placed by a Broker-Dealer if such shares were (x1) the subject of a Submitted Bid of a Beneficial Owner submitted by the Broker-Dealer 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 the Broker-Dealer and were purchased as a result of such submission plus (II) the aggregate number of Preferred Shares subject to valid Hold Orders (determined in accordance with Section 11.10(b) of the Amended and Restated Bylaws) deemed to have been submitted to the Auction Agent by the Broker-Dealer plus (III) the number of Preferred Shares deemed to be subject to Hold Orders by Beneficial Owners pursuant to Section 11.10(b) of the Amended and Restated Bylaws that were acquired by the Broker-Dealer for its own account or were acquired by such Beneficial Owners through the Broker-Dealer; and Dealer for its customers who are Beneficial Owners or (ii2) in the case subject of any Special Dividend Period an Order submitted by the amount determined by mutual consent of the Fund and any such Broker-Dealer that is (a) a Submitted Bid of an Existing Holder that resulted in the Existing Holder continuing to hold the shares as a result of the Auction or (b) a Submitted Bid of a Potential Holder that resulted in the Potential Holder purchasing the shares as a result of the Auction or (3) the subject of a valid Hold Order. For the avoidance of doubt, only one Broker-Dealers and Dealer shall be based upon considered to have placed a selling concession that would be applicable to an underwriting particular MMP Share at any particular Auction for purposes 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 Auctionthis Section 2.5(a). (b) The Fund Company shall 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 approval shall not be withheld unreasonably. The Fund Notwithstanding the foregoing, the Company may designate an Affiliate or UBS Warburg LLC Xxxxxx Brothers Inc. 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 FundCompany. (d) Subject to Section 2.5(b) hereof, the Auction Agent from time to time shall enter into such Broker-Dealer Agreements as the Fund Company shall requestrequest in writing. (e) The Auction Agent shall maintain a list of Broker-Dealers.