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.

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).

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.

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).

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).

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).

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).

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.

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).

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).

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.

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).

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.

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.