Common use of Preparation for Each Auction Clause in Contracts

Preparation for Each Auction. Maintenance of Registry of Beneficial Owners. -------------------------------- (a) Not later than seven days prior to the first Auction Date for the first series of MuniPreferred subject to an Auction, the Fund shall provide the Auction Agent with a list of the Broker-Dealers. Not later than seven days prior to any Auction Date for any series of MuniPreferred for which any change in such list of Broker-Dealers is to be effective, the Fund will notify the Auction Agent in writing of such change and, if any such change involves the addition of a Broker-Dealer to such list, shall cause to be delivered to the Auction Agent for execution by the Auction Agent a Broker-Dealer Agreement signed by such Broker- Dealer; provided, however, that if the Fund proposes to designate any Special Rate Period of any series of MuniPreferred pursuant to Section 4 of Part I of the Statement, not later than 11:00 A.M. on the Business Day next preceding the Auction next preceding the first day of such Rate Period or by such later time or date, or both, as may be agreed to by the Auction Agent, the Fund shall provide the Auction Agent with a list of the Broker-Dealers for such series and a manually signed copy of each Broker-Dealer Agreement or a new Schedule A to a Broker-Dealer Agreement (which Schedule A shall replace and supersede any previous Schedule A to such Broker-Dealer Agreement) with each Broker-Dealer for such series. The Auction Agent and the Fund shall have entered into a Broker- Dealer Agreement with each Broker-Dealer prior to the participation of any such Broker-Dealer in any Auction. (b) In the event that any Auction Date for any series of MuniPreferred shall be changed after the Auction Agent shall have given the notice referred to in clause (vi) of paragraph (a) of the Settlement Procedures, or after the notice referred to in Section 2.5(a) hereof, if applicable, the Auction Agent, by such means as the Auction Agent deems practicable, shall give notice of such change to the Broker-Dealers for such series not later than the earlier of 9:15 A.M. on the new Auction Date or 9:15 A.M. on the old Auction Date. (i) The Auction Agent shall maintain a registry of the beneficial owners of the shares of MuniPreferred of each series who shall constitute Existing Holders of shares of MuniPreferred of such series for purposes of Auctions and shall indicate thereon the identity of the respective Broker-Dealer of each Existing Holder, if any, on whose behalf such Broker- Dealer submitted the most recent Order in any Auction which resulted in such Existing Holder continuing to hold or purchasing shares of MuniPreferred of such series. The Auction Agent shall keep such registry current and accurate. The Fund shall provide or cause to be provided to the Auction Agent at or prior to the Date of Original Issue of the shares of MuniPreferred of each series a list of the initial Existing Holders of the shares of each such series of MuniPreferred, the number of shares purchased by each such Existing Holder and the respective Broker-Dealer of each such Existing Holder or the affiliate thereof through which each such Existing Holder purchased such shares. The Auction Agent shall advise the Fund in writing whenever the number of Existing Holders is 500 or more. The Auction Agent may rely upon, as conclusive evidence of the identities of the Existing Holders of shares of MuniPreferred of any series (A) such list, (B) the results of Auctions, (C) notices from any Broker- Dealer as described in the first sentence of Section 2.2(c)(iii) hereof and (D) the results of any procedures approved by the Fund that have been devised for the purpose of determining the identities of Existing Holders in situations where shares of MuniPreferred may have been transferred without compliance with any restriction on the transfer thereof set forth in the Auction Procedures. (ii) In the event of any partial redemption of any series of MuniPreferred, the Auction Agent shall, at least two Business Days prior to the next Auction for such series, request each Broker-Dealer to provide the Auction Agent with a list of Persons who such Broker-Dealer believes should remain Existing Holders after such redemption based upon inquiries of those Persons such Broker-Dealer believes are Beneficial Owners as a result of the most recent Auction and with respect to each such Person, the number of shares of MuniPreferred of such series such Broker-Dealer believes are owned by such Person after such redemption. In the absence of receiving any such information from any Broker-Dealer, the Auction Agent may continue to treat the Persons listed in its registry of Existing Holders as the beneficial owner of the number of shares of MuniPreferred of such series shown in such registry. (iii) The Auction Agent shall be required to register a transfer of shares of MuniPreferred of any series from an Existing Holder of such shares of MuniPreferred only if such transfer is to another Existing Holder, or other Person if permitted by the Fund, and only if such transfer is made (A) pursuant to an Auction, (B) the Auction Agent has been notified in writing (I) in a notice substantially in the form of Exhibit C to the Broker-Dealer Agreements by a Broker-Dealer of such transfer or (II) in a notice substantially in the form of Exhibit D to the Broker-Dealer Agreements by the Broker-Dealer of any Existing Holder, or other Person if permitted by the Fund, that purchased or sold such shares of MuniPreferred in an Auction of the failure of such shares of MuniPreferred to be transferred as a result of such Auction or (C) pursuant to procedures approved by the Fund that have been devised for the purpose of determining the identities of Existing Holders in situations where shares of MuniPreferred may have been transferred without compliance with any restriction on the transfer thereof set forth in the Auction Procedures. The Auction Agent is not required to accept any such notice for an Auction unless it is received by the Auction Agent by 3:00 P.M. on the Business Day preceding such Auction. (d) The Auction Agent may request the Broker-Dealers, as set forth in the Broker-Dealer Agreements, to provide the Auction Agent with a list of Persons who such Broker-Dealer believes should be Existing Holders based upon inquiries of those Persons such Broker-Dealer believes are Beneficial Owners as a result of the most recent Auction and with respect to each such Person, the number of shares of such series of MuniPreferred such Broker-Dealer believes to be owned by such Person. The Auction Agent shall keep confidential such registry of Existing Holders and shall not disclose the identities of the Existing Holders of such shares of MuniPreferred to any Person other than the Fund and the Broker-Dealer that provided such information.

Preparation for Each Auction. Maintenance of Registry of Beneficial Owners. -------------------------------- (a) Not later than seven days prior to the first Auction Date for the first series of MuniPreferred subject to an Auction, the Fund shall provide the Auction Agent with a list of the Broker-Dealers. Not later than seven days prior to any Auction Date for any series of MuniPreferred for which any change in such list of Broker-Dealers is to be effective, the Fund will notify the Auction Agent in writing of such change and, if any such change involves the addition of a Broker-Dealer to such list, shall cause to be delivered to the Auction Agent for 3 execution by the Auction Agent a Broker-Dealer Agreement signed by such Broker- Broker-Dealer; provided, however, that if the Fund proposes to designate any Special Rate Period of any series of MuniPreferred pursuant to Section 4 of Part I of the Statement, not later than 11:00 A.M. on the Business Day next preceding the Auction next preceding the first day of such Rate Period or by such later time or date, or both, as may be agreed to by the Auction Agent, the Fund shall provide the Auction Agent with a list of the Broker-Dealers for such series and a manually signed copy of each Broker-Dealer Agreement or a new Schedule A to a Broker-Dealer Agreement (which Schedule A shall replace and supersede any previous Schedule A to such Broker-Dealer Agreement) with each Broker-Dealer for such series. The Auction Agent and the Fund shall have entered into a Broker- Dealer BrokerDealer Agreement with each Broker-Dealer prior to the participation of any such Broker-Dealer in any Auction. (b) In the event that any Auction Date for any series of MuniPreferred shall be changed after the Auction Agent shall have given the notice referred to in clause (vi) of paragraph (a) of the Settlement Procedures, or after the notice referred to in Section 2.5(a) hereof, if applicable, the Auction Agent, by such means as the Auction Agent deems practicable, shall give notice of such change to the Broker-Dealers for such series not later than the earlier of 9:15 A.M. on the new Auction Date or 9:15 A.M. on the old Auction Date. (i) The Auction Agent shall maintain a registry of the beneficial owners of the shares of MuniPreferred of each series who shall constitute Existing Holders of shares of MuniPreferred of such series for purposes of Auctions and shall indicate thereon the identity of the respective Broker-Dealer of each Existing Holder, if any, on whose behalf such Broker- Broker-Dealer submitted the most recent Order in any Auction which resulted in such Existing Holder continuing to hold or purchasing shares of MuniPreferred of such series. The Auction Agent shall keep such registry current and accurate. The Fund shall provide or cause to be provided to the Auction Agent at or prior to the Date of Original Issue of the shares of MuniPreferred of each series a list of the initial Existing Holders of the shares of each such series of MuniPreferred, the number of shares purchased by each such Existing Holder and the respective Broker-Dealer of each such Existing Holder or the affiliate thereof through which each such Existing Holder purchased such shares. The Auction Agent shall advise the Fund in writing whenever the number of Existing Holders is 500 or more. The Auction Agent may rely upon, as conclusive evidence of the identities of the Existing Holders of shares of MuniPreferred of any series (A) such list, (B) the results of Auctions, (C) notices from any Broker- Dealer BrokerDealer as described in the first sentence of Section 2.2(c)(iii) hereof and (D) the results of any procedures approved by the Fund that have been devised for the purpose of determining the identities of Existing Holders in situations where shares of MuniPreferred may have been transferred without compliance with any restriction on the transfer thereof set forth in the Auction Procedures. (ii) In the event of any partial redemption of any series of MuniPreferred, the Auction Agent shall, at least two Business Days prior to the next Auction for such series, request each Broker-Dealer to provide the Auction Agent with a list of Persons who such Broker-Dealer believes should remain Existing Holders after such redemption based upon inquiries of those Persons such Broker-Dealer believes are Beneficial Owners as a result of the most recent Auction and with respect to each such Person, the number of shares of MuniPreferred of such series such Broker-Dealer believes are owned by such Person after such redemption. In the absence of receiving any such information from any Broker-Dealer, the Auction Agent may continue to treat the Persons listed in its registry of Existing Holders as the beneficial owner of the number of shares of MuniPreferred of such series shown in such registry. (iii) The Auction Agent shall be required to register a transfer of shares of MuniPreferred of any series from an Existing Holder of such shares of MuniPreferred only if such transfer is to another Existing Holder, or other Person if permitted by the Fund, and only if such transfer is made (A) pursuant to an Auction, (B) the Auction Agent has been notified in writing (I) in a notice substantially in the form of Exhibit C to the Broker-Dealer Agreements by a Broker-Dealer of such transfer or (II) in a notice substantially in the form of Exhibit D to the Broker-Dealer Agreements by the Broker-Dealer of any Existing Holder, or other Person if permitted by the Fund, that purchased or sold such shares of MuniPreferred in an Auction of the failure of such shares of MuniPreferred to be transferred as a result of such Auction or (C) pursuant to procedures approved by the Fund that have been devised for the purpose of determining the identities of Existing Holders in situations where shares of MuniPreferred may have been transferred without compliance with any restriction on the transfer thereof set forth in the Auction Procedures. The Auction Agent is not required to accept any such notice for an Auction unless it is received by the Auction Agent by 3:00 P.M. on the Business Day preceding such Auction. (d) The Auction Agent may request the Broker-Dealers, as set forth in the Broker-Dealer Agreements, to provide the Auction Agent with a list of Persons who such Broker-Dealer believes should be Existing Holders based upon inquiries of those Persons such Broker-Dealer believes are Beneficial Owners owners as a result of the most recent Auction and with respect to each such Person, the number of shares of such series of MuniPreferred such Broker-Dealer believes to be owned by such Person. The Auction Agent shall keep confidential such registry of Existing Holders and shall not disclose the identities of the Existing Holders of such shares of MuniPreferred to any Person other than the Fund and the Broker-Dealer that provided such information.

Preparation for Each Auction. Maintenance of Registry of Beneficial Owners. -------------------------------- (a) Not later than seven days prior to the first 9:30 A.M. on each Auction Date for the first both series of MuniPreferred subject to an AuctionPreferred Shares, the Fund shall provide the Auction Agent with a list shall advise BD by telephone of the Broker-Dealers. Not later than seven days prior to any Maximum Applicable Rate in effect on such Auction Date for any series as determined from the higher of MuniPreferred for which any change the 30- day "AA" Composite Commercial Paper Rate and the Taxable Equivalent of the Short- Term Municipal Bond Rate (except in such list of Broker-Dealers is to be effective, the Fund will notify the Auction Agent in writing of such change and, if any such change involves the addition case of a Broker-Dealer to such list, Special Dividend Period in which case the Maximum Applicable Rate shall cause to be delivered to determined from the Auction Agent for execution by the Auction Agent a Broker-Dealer Agreement signed by such Broker- Dealer; provided, however, that if the Fund proposes to designate any Special Rate Period of any series of MuniPreferred pursuant to Section 4 of Part I higher of the Statement, not later than 11:00 A.M. on Special Dividend Period Reference Rate and the Business Day next preceding the Auction next preceding the first day of such Rate Period or by such later time or date, or both, as may be agreed to by the Auction Agent, the Fund shall provide the Auction Agent with a list Taxable Equivalent of the BrokerShort-Dealers for such series and a manually signed copy of each Broker-Dealer Agreement or a new Schedule A to a Broker-Dealer Agreement (which Schedule A shall replace and supersede any previous Schedule A to such Broker-Dealer Agreement) with each Broker-Dealer for such series. The Auction Agent and the Fund shall have entered into a Broker- Dealer Agreement with each Broker-Dealer prior to the participation of any such Broker-Dealer in any AuctionTerm Municipal Bond Rate. (b) In the event that any the Auction Date for any series of MuniPreferred Auction shall be changed after the Auction Agent shall have has given the notice referred to in clause (vivii) of paragraph (a) of the Settlement Procedures, or after the notice referred to in Section 2.5(a) hereof, if applicable, the Auction Agent, by such means as the Auction Agent deems practicable, shall give notice of such change to the Broker-Dealers for such series BD not later than the earlier of 9:15 A.M. on the new Auction Date or 9:15 A.M. on the old Auction Date. Thereafter, BD shall promptly notify customers of BD that BD believes are Existing Holders of Series ___ Preferred Shares, Series ___ Preferred Shares, Series___ Preferred Shares or Series ___ Preferred Shares, as the case may be, of such change in the Auction Date. (ic) The Auction Agent shall maintain from time to time may request BD to provide it with a registry list of the beneficial owners of the shares of MuniPreferred of each series who shall constitute respective customers BD believes are Existing Holders of shares of MuniPreferred of Series ____ Preferred Shares, Series ____ Preferred Shares, Series ___ Preferred Shares or Series ____ Preferred Shares. BD shall comply with any such series for purposes of Auctions request, and the Auction Agent shall indicate thereon keep confidential any such information, including information received as to the identity of the respective Broker-Dealer of each Existing Holder, if any, on whose behalf such Broker- Dealer submitted the most recent Order Bidders in any Auction, and shall not disclose any such information so provided to any Person other than the Company; and such information shall not be used by the Auction which resulted in Agent or its officers, employees, agents or representatives for any purpose other than such Existing Holder continuing to hold or purchasing shares of MuniPreferred of such seriespurposes as are described herein. The Auction Agent shall keep transmit any list of customers BD believes are Existing Holders of Series ___ Preferred Shares, Series ___ Preferred Shares, Series ___ Preferred Shares or Series ____ Preferred Shares and information related thereto only to its officers, employees, agents or representatives in the Corporate Trust and Agency Group who need to know such registry current information for the purposes of acting in accordance with this Agreement and accurate. The Fund shall provide or prevent the transmission of such information to others and shall cause its officers, employees, agents and representatives to be provided to abide by the foregoing confidentiality restrictions; provided, however, that the Auction Agent at shall have no responsibility or prior to liability for the Date actions of Original Issue any of its officers, employees, agents or representatives after they have left the employ of the shares of MuniPreferred of each series a list of the initial Existing Holders of the shares of each such series of MuniPreferred, the number of shares purchased by each such Existing Holder and the respective Broker-Dealer of each such Existing Holder or the affiliate thereof through which each such Existing Holder purchased such shares. The Auction Agent shall advise the Fund in writing whenever the number of Existing Holders is 500 or more. The Auction Agent may rely upon, as conclusive evidence of the identities of the Existing Holders of shares of MuniPreferred of any series (A) such list, (B) the results of Auctions, (C) notices from any Broker- Dealer as described in the first sentence of Section 2.2(c)(iii) hereof and (D) the results of any procedures approved by the Fund that have been devised for the purpose of determining the identities of Existing Holders in situations where shares of MuniPreferred may have been transferred without compliance with any restriction on the transfer thereof set forth in the Auction ProceduresAgent. (iid) In the event of any partial redemption of any series of MuniPreferred, the Auction Agent shall, at least two Business Days prior to the next Auction for such series, request each Broker-Dealer to provide the Auction Agent with a list of Persons who such Broker-Dealer believes should remain Existing Holders after such redemption based upon inquiries of those Persons such Broker-Dealer believes are Beneficial Owners as a result of the most recent Auction and with respect to each such Person, the number of shares of MuniPreferred of such series such Broker-Dealer believes are owned by such Person after such redemption. In the absence of receiving any such information from any Broker-Dealer, the Auction Agent may continue to treat the Persons listed in its registry of Existing Holders as the beneficial owner of the number of shares of MuniPreferred of such series shown in such registry. (iii) The Auction Agent shall be required to register a transfer of shares of MuniPreferred of any series from an Existing Holder of such shares of MuniPreferred only if such transfer is to another Existing Holder, or other Person if permitted by the Fund, and only if such transfer is made (A) pursuant to an Auction, (B) the Auction Agent has been notified in writing (I) in a notice substantially in the form of Exhibit C to the Broker-Dealer Agreements by a Broker-Dealer of such transfer or (II) in a notice substantially in the form of Exhibit D to the Broker-Dealer Agreements by the Broker-Dealer of any Existing Holder, or other Person if permitted by the Fund, that purchased or sold such shares of MuniPreferred in an Auction of the failure of such shares of MuniPreferred to be transferred as a result of such Auction or (C) pursuant to procedures approved by the Fund that have been devised for the purpose of determining the identities of Existing Holders in situations where shares of MuniPreferred may have been transferred without compliance with any restriction on the transfer thereof set forth in the Auction Procedures. The Auction Agent is not required to accept the Purchaser's Letter for any such notice Potential Holder for an Auction unless it is received by the Auction Agent by 3:00 P.M. on the Business Day next preceding such Auction. (d) The Auction Agent may request the Broker-Dealers, as set forth in the Broker-Dealer Agreements, to provide the Auction Agent with a list of Persons who such Broker-Dealer believes should be Existing Holders based upon inquiries of those Persons such Broker-Dealer believes are Beneficial Owners as a result of the most recent Auction and with respect to each such Person, the number of shares of such series of MuniPreferred such Broker-Dealer believes to be owned by such Person. The Auction Agent shall keep confidential such registry of Existing Holders and shall not disclose the identities of the Existing Holders of such shares of MuniPreferred to any Person other than the Fund and the Broker-Dealer that provided such information.

Preparation for Each Auction. Maintenance of Registry of Beneficial Owners. -------------------------------- (a) Not later than seven days prior to the first 9:30 A.M. on each Auction Date for the first series of MuniPreferred subject to an Auction, the Fund shall provide the Auction Agent with a list shall notify the Trust and BD of the Broker-Dealers. Not later than seven days prior to any Auction Date for any series of MuniPreferred for which any change in such list of Broker-Dealers is to be effective, the Fund will notify the Auction Agent in writing of such change and, if any such change involves the addition of a Broker-Dealer to such list, shall cause to be delivered to the Auction Agent for execution by the Auction Agent a Broker-Dealer Agreement signed by such Broker- Dealer; provided, however, that if the Fund proposes to designate any Special Maximum Rate Period of any series of MuniPreferred pursuant to Section 4 of Part I of the Statement, not later than 11:00 A.M. on the Business Day next preceding the Auction next preceding the first day of such Rate Period or by such later time or date, or both, as may be agreed to by the Auction Agent, the Fund shall provide the Auction Agent with a list of the Broker-Dealers for such series and a manually signed copy of each Broker-Dealer Agreement or a new Schedule A to a Broker-Dealer Agreement (which Schedule A shall replace and supersede any previous Schedule A to such Broker-Dealer Agreement) with each Broker-Dealer for such series. The Auction Agent and the Fund shall have entered into a Broker- Dealer Agreement with each Broker-Dealer prior Reference Rate used to the participation of any make such Broker-Dealer in any Auctiondetermination. (b) In BD shall cause the event that any Maximum Rate to be communicated as promptly as practicable to its customers who hold or may be interested in acquiring APS. (c) As promptly as practicable after determining each Auction Date, but not later than 9:15 a.m. on the Business Day preceding such Auction Date, the Auction Agent shall notify BD, by such means as the Auction Agent deems practicable, of the scheduled date of such Auction Date. If the Auction Date for any series of MuniPreferred Auction shall be changed after the Auction Agent shall have has given such notice or the notice referred to in clause (vivii) of paragraph (a) of the Settlement Procedures, or after the notice referred to in Section 2.5(a) hereof, if applicable, the Auction Agent, by such means as the Auction Agent deems practicable, shall give notice of such change to the Broker-Dealers for such series BD not later than the earlier of (x) 9:15 A.M. a.m. on the Business Day preceding the new Auction Date or Date, and (y) 9:15 A.M. a.m. on the old original Auction Date. Thereafter, BD shall promptly notify customers of BD that are Existing Holders of such change in the Auction Date. (id) The If required by applicable law, or requested by the Auction Agent shall maintain a registry of the beneficial owners of the shares of MuniPreferred of each series who shall constitute Existing Holders of shares of MuniPreferred of such series for purposes of Auctions and shall indicate thereon the identity of the respective Broker-Dealer of each Existing HolderAgent, if any, on whose behalf such Broker- Dealer submitted the most recent Order in any Auction which resulted in such Existing Holder continuing to hold or purchasing shares of MuniPreferred of such series. The Auction Agent shall keep such registry current and accurate. The Fund BD shall provide or cause to be provided to the Auction Agent at or prior to the Date of Original Issue of the shares of MuniPreferred of each series a list of the initial Existing Holders of the shares of each such series of MuniPreferred, the number of shares purchased by each such Existing Holder and the respective Broker-Dealer of each such Existing Holder or the affiliate thereof through which each such Existing Holder purchased such shares. The Auction Agent shall advise the Fund in writing whenever the number of Existing Holders is 500 or more. The Auction Agent may rely upon, as conclusive evidence of the identities of the Existing Holders of shares of MuniPreferred of any series (A) such list, (B) the results of Auctions, (C) notices from any Broker- Dealer as described in the first sentence of Section 2.2(c)(iii) hereof and (D) the results of any procedures approved by the Fund that have been devised for the purpose of determining the identities of Existing Holders in situations where shares of MuniPreferred may have been transferred without compliance with any restriction on the transfer thereof set forth in the Auction Procedures. (ii) In the event of any partial redemption of any series of MuniPreferred, the Auction Agent shall, at least two Business Days prior to the next Auction for such series, request each Broker-Dealer to provide the Auction Agent with a list of Persons who such Broker-Dealer believes should remain Existing Holders after such redemption based upon inquiries of those Persons such Broker-Dealer believes are Beneficial Owners as a result of the most recent Auction and with respect to each such Person, the number of shares of MuniPreferred of such series such Broker-Dealer believes are owned by such Person after such redemption. In the absence of receiving any such information from any Broker-Dealer, the Auction Agent may continue to treat the Persons listed in its registry of Existing Holders as the beneficial owner of the number of shares of MuniPreferred of such series shown in such registry. (iii) The Auction Agent shall be required to register a transfer of shares of MuniPreferred of any series from an Existing Holder of such shares of MuniPreferred only if such transfer is to another Existing Holder, or other Person if permitted by the Fund, and only if such transfer is made (A) pursuant to an Auction, (B) the Auction Agent has been notified in writing (I) in a notice substantially in the form of Exhibit C to the Broker-Dealer Agreements by a Broker-Dealer of such transfer or (II) in a notice substantially in the form of Exhibit D to the Broker-Dealer Agreements by the Broker-Dealer of any Existing Holder, or other Person if permitted by the Fund, that purchased or sold such shares of MuniPreferred in an Auction of the failure of such shares of MuniPreferred to be transferred as a result of such Auction or (C) pursuant to procedures approved by the Fund that have been devised for the purpose of determining the identities of Existing Holders in situations where shares of MuniPreferred may have been transferred without compliance with any restriction on the transfer thereof set forth in the Auction Procedures. The Auction Agent is not required to accept any such notice for an Auction unless it is received by the Auction Agent by 3:00 P.M. on the Business Day preceding such Auction. (d) The Auction Agent may request the Broker-Dealers, as set forth in the Broker-Dealer Agreements, to provide the Auction Agent with a list of Persons who such Broker-Dealer believes should be Existing Holders based upon inquiries of those Persons such Broker-Dealer believes are Beneficial Owners as a result of the most recent Auction to the Auction Agent promptly after any date so requested by the Auction Agent. The Auction Agent shall keep confidential any such information, including information received as to the identity of Bidders in any Auction, and with respect shall not disclose any such information so provided to any Person other than the other parties hereto, provided that the Auction Agent reserves the right to disclose any such information if (a) it is ordered to do so by a court of competent jurisdiction or a regulatory, judicial or quasi-judicial agency, (b) it is advised by its counsel that its failure to do so would be unlawful or (c) failure to do so would expose the Auction Agent to loss, liability, claim, damage or expense for which it has not received indemnity satisfactory to it. (e) BD agrees to maintain a list of customers relating to a series of APS and to use its best efforts, subject to existing laws and regulations, to contact the customers on such list whom BD believes may be interested in participating in the Auction on each Auction Date, as a Potential Holder or a Potential Beneficial Owner, for the purposes set forth in the Auction Procedures. Nothing herein shall require BD to submit an Order for any customer in any Auction. (f) The Auction Agent’s registry of Existing Holders of shares of a series of APS shall be conclusive and binding on BD. BD may inquire of the Auction Agent between 3:00 p.m. on the Business Day preceding an Auction for shares of a series of APS and 9:30 a.m. on the Auction Date for such Person, Auction to ascertain the number of shares of such series in respect of MuniPreferred such Broker-Dealer believes which the Auction Agent has determined BD to be owned an Existing Holder. If BD believes it is the Existing Holder of fewer shares of such series than specified by such Person. The the Auction Agent in response to BD’s inquiry, BD may so inform the Auction Agent of that belief. BD shall keep confidential such registry not, in its capacity as Existing Holder of Existing Holders and shall not disclose the identities of the Existing Holders shares of such series, submit Orders in such Auction in respect of shares of MuniPreferred to any Person other such series covering in the aggregate more than the Fund and number of shares of such series specified by the Broker-Dealer that provided such informationAuction Agent in response to BD’s inquiry.

Preparation for Each Auction. Maintenance of Registry of Beneficial Owners. -------------------------------- (a) Not later than seven days prior to the first Auction Date for the first series of MuniPreferred subject to an Auction, the Fund shall provide the Auction Agent with a list of the Broker-Dealers. Not later than seven days prior to any 9:30 A.M. on each Auction Date for any series of MuniPreferred for which any change in such list of Broker-Dealers is to be effectiveMuniPreferred, the Fund will notify the Auction Agent in writing of such change and, if any such change involves the addition of a Broker-Dealer to such list, shall cause to be delivered to the Auction Agent for execution by the Auction Agent a Broker-Dealer Agreement signed by such Broker- Dealer; provided, however, that if the Fund proposes to designate any Special Rate Period of any series of MuniPreferred pursuant to Section 4 of Part I of the Statement, not later than 11:00 A.M. on the Business Day next preceding the Auction next preceding the first day of such Rate Period or by such later time or date, or both, as may be agreed to by the Auction Agent, the Fund shall provide the Auction Agent with a list of advise the Broker-Dealers for such series and a manually signed copy by telephone of each Broker-Dealer Agreement or a new Schedule A to a Broker-Dealer Agreement (which Schedule A shall replace and supersede any previous Schedule A to such Broker-Dealer Agreement) with each Broker-Dealer for such series. The Auction Agent the Maximum Rate therefor and the Fund shall have entered into a Broker- Dealer Agreement with each Broker-Dealer prior to Reference Rate(s) and Treasury Note Rate(s), as the participation of any case may be, used in determining such Broker-Dealer in any AuctionMaximum Rate. (b) In the event that any Auction Date for any series of MuniPreferred shall be changed after the Auction Agent shall have for such series has given the notice referred to in clause (vi) of paragraph (a) of the Settlement Procedures, or after the notice referred to in Section 2.5(a) hereof, if applicable, the such Auction Agent, by such means as the such Auction Agent deems practicable, shall give notice of such change to the BD, if it is a Broker-Dealers Dealer for such series series, not later than the earlier of 9:15 A.M. on the new Auction Date or 9:15 A.M. on the old Auction Date. (ic) The Auction Agent shall maintain a registry of the beneficial owners of the shares of MuniPreferred of each series who shall constitute Existing Holders of shares of MuniPreferred of such series for For purposes of Auctions and shall indicate thereon the identity of the respective Broker-Dealer of each Existing Holder, if any, on whose behalf such Broker- Dealer submitted the most recent Order in any Auction which resulted in such Existing Holder continuing to hold or purchasing shares of MuniPreferred of such series. The Auction Agent shall keep such registry current and accurate. The Fund shall provide or cause to be provided to the Auction Agent at or prior to the Date of Original Issue of the shares of MuniPreferred of each series a maintaining its list of the initial Existing Holders of the shares of each such series of MuniPreferred, the number of shares purchased by each such Existing Holder and the respective Broker-Dealer of each such Existing Holder or the affiliate thereof through which each such Existing Holder purchased such shares. The Auction Agent shall advise the Fund in writing whenever the number of Existing Holders is 500 or more. The Auction Agent may rely upon, as conclusive evidence of the identities of the Existing Holders of shares of MuniPreferred of any series (A) such list, (B) the results of Auctions, (C) notices from any Broker- Dealer as described in the first sentence of Section 2.2(c)(iii) hereof and (D) the results of any procedures approved by the Fund that have been devised for the purpose of determining the identities of Existing Holders in situations where shares of MuniPreferred may have been transferred without compliance with any restriction on the transfer thereof set forth in the Auction Procedures. (ii) In the event of any partial redemption of any series of MuniPreferredHolders, the Auction Agent shall, at least two Business Days prior for any series of MuniPreferred from time to the next Auction for such series, time may request each any Broker-Dealer to provide the Auction Agent with a list of Persons who such Broker-Dealer believes should remain Existing Holders after such redemption based upon inquiries of those Persons such Broker-Dealer believes are Beneficial Owners as a result of the most recent Auction and with respect to each such Person, the number of shares of MuniPreferred of such series such Broker-Dealer believes are owned by such Person after such redemption. In the absence of receiving any such information from any Broker-Dealer, the Auction Agent may continue to treat the Persons listed in its registry of Existing Holders as the beneficial owner of the number of shares of MuniPreferred of such series shown in such registry. (iii) The Auction Agent shall be required to register a transfer of shares of MuniPreferred of any series from an Existing Holder of such shares of MuniPreferred only if such transfer is to another Existing Holder, or other Person if permitted by the Fund, and only if such transfer is made (A) pursuant to an Auction, (B) the Auction Agent has been notified in writing (I) in a notice substantially in the form of Exhibit C to the Broker-Dealer Agreements by a Broker-Dealer of such transfer or (II) in a notice substantially in the form of Exhibit D to the Broker-Dealer Agreements by the Broker-Dealer of any Existing Holder, or other Person if permitted by the Fund, that purchased or sold such shares of MuniPreferred in an Auction of the failure of such shares of MuniPreferred to be transferred as a result of such Auction or (C) pursuant to procedures approved by the Fund that have been devised for the purpose of determining the identities of Existing Holders in situations where shares of MuniPreferred may have been transferred without compliance with any restriction on the transfer thereof set forth in the Auction Procedures. The Auction Agent is not required to accept any such notice for an Auction unless it is received by the Auction Agent by 3:00 P.M. on the Business Day preceding such Auction. (d) The Auction Agent may request the Broker-Dealers, as set forth in the Broker-Dealer Agreements, to provide the Auction Agent with a list of Persons who such Broker-Dealer believes should be Existing Holders based upon inquiries of those Persons such Broker-Dealer believes are Beneficial Owners as a result of the most recent Auction and with respect to each such Person, the number of shares of such series of MuniPreferred such Broker-Dealer believes to be are owned by such Person. The BD shall comply with any such request relating to a series of MuniPreferred in respect of which BD was named a Broker-Dealer, and the Auction Agent shall keep confidential any such registry of Existing Holders information so provided by BD and shall not disclose the identities of the Existing Holders of such shares of MuniPreferred any information so provided by BD to any Person other than the Fund and BD. (d) BD agrees to maintain a list of customers relating to a series of MuniPreferred and to use its best efforts, subject to existing laws and regulations, to contact the Broker-Dealer that provided customers on such information.list whom BD believes may be interested in participating in the Auction on each Auction Date, as a Potential Holder or a Potential Beneficial Owner, for the purposes set forth in

Preparation for Each Auction. Maintenance of Registry of Beneficial Owners. -------------------------------- (a) Not later than seven days prior to the first Auction Date for the first series of MuniPreferred subject to an Auction, the Fund shall provide the Auction Agent with a list of the Broker-Dealers. Not later than seven days prior to any Auction Date for any series of MuniPreferred for which any change in such list of Broker-Dealers is to be effective, the Fund will notify the Auction Agent in writing of such change and, if any such change involves the addition of a Broker-Dealer to such list, shall cause to be delivered to the Auction Agent for execution by the Auction Agent a Broker-Dealer Agreement signed by such Broker- Broker-Dealer; provided, however, that if the Fund proposes to designate any Special Rate Period of any series of MuniPreferred pursuant to Section 4 of Part I of the Statement, not later than 11:00 A.M. on the Business Day next preceding the Auction next preceding the first day of such Rate Period or by such later time or date, or both, as may be agreed to by the Auction Agent, the Fund shall provide the Auction Agent with a list of the Broker-Dealers for such series and a manually signed copy of each Broker-Dealer Agreement or a new Schedule A to a Broker-Dealer Agreement (which Schedule A shall replace and supersede any previous Schedule A to such Broker-Dealer Agreement) with each Broker-Dealer for such series. The Auction Agent and the Fund shall have entered into a Broker- Broker-Dealer Agreement with each Broker-Dealer prior to the participation of any such Broker-Dealer in any Auction. (b) In the event that any Auction Date for any series of MuniPreferred shall be changed after the Auction Agent shall have given the notice referred to in clause (vi) of paragraph (a) of the Settlement Procedures, or after the notice referred to in Section 2.5(a) hereof, if applicable, the Auction Agent, by such means as the Auction Agent deems practicable, shall give notice of such change to the Broker-Dealers for such series not later than the earlier of 9:15 A.M. on the new Auction Date or 9:15 A.M. on the old Auction Date. (i) The Auction Agent shall maintain a registry of the beneficial owners of the shares of MuniPreferred of each series who shall constitute Existing Holders of shares of MuniPreferred of such series for purposes of Auctions and shall indicate thereon the identity of the respective Broker-Dealer of each Existing Holder, if any, on whose behalf such Broker- Broker-Dealer submitted the most recent Order in any Auction which resulted in such Existing Holder continuing to hold or purchasing shares of MuniPreferred of such series. The Auction Agent shall keep such registry current and accurate. The Fund shall provide or because cause to be provided to the Auction Agent at or prior to the Date of Original Issue of the shares of MuniPreferred of each series a list of the initial Existing Holders of the shares of each such series of MuniPreferred, the number of shares purchased by each such Existing Holder and the respective Broker-Dealer of each such Existing Holder or the affiliate thereof through which each such Existing Holder purchased such shares. The Auction Agent shall advise the Fund in writing whenever the number of Existing Holders is 500 or more. The Auction Agent may rely upon, as conclusive evidence of the identities of the Existing Holders of shares of MuniPreferred of any series (A) such list, (B) the results of Auctions, (C) notices from any Broker- Broker-Dealer as described in the first sentence of Section 2.2(c)(iii) hereof and (D) the results of any procedures approved by the Fund that have been devised for the purpose of determining the identities of Existing Holders in situations where shares of MuniPreferred may have been transferred without compliance with any restriction on the transfer thereof set forth in the Auction Procedures. (ii) In the event of any partial redemption of any series of MuniPreferred, the Auction Agent shall, at least two Business Days prior to the next Auction for such series, request each Broker-Dealer to provide the Auction Agent with a list of Persons who such Broker-Dealer believes should remain Existing Holders after such redemption based upon inquiries of those Persons such Broker-Dealer believes are Beneficial Owners as a result of the most recent Auction and with respect to each such Person, the number of shares of MuniPreferred of such series such Broker-Dealer believes are owned by such Person after such redemption. In the absence of receiving any such information from any Broker-Dealer, the Auction Agent may continue to treat the Persons listed in its registry of Existing Holders as the beneficial owner of the number of shares of MuniPreferred of such series shown in such registry. (iii) The Auction Agent shall be required to register a transfer of shares of MuniPreferred of any series from an Existing Holder of such shares of MuniPreferred only if such transfer is to another Existing Holder, or other Person if permitted by the Fund, and only if such transfer is made (A) pursuant to an Auction, (B) the Auction Agent has been notified in writing (I) in a notice substantially in the form of Exhibit C to the Broker-Dealer Agreements by a Broker-Dealer of such transfer or (II) in a notice substantially in the form of Exhibit D to the Broker-Dealer Agreements by the Broker-Dealer of any Existing Holder, or other Person if permitted by the Fund, that purchased or sold such shares of MuniPreferred in an Auction of the failure of such shares of MuniPreferred to be transferred as a result of such Auction or (C) pursuant to procedures approved by the Fund that have been devised for the purpose of determining the identities of Existing Holders in situations where shares of MuniPreferred may have been transferred without compliance with any restriction on the transfer thereof set forth in the Auction Procedures. The Auction Agent is not required to accept any such notice for an Auction unless it is received by the Auction Agent by 3:00 P.M. on the Business Day preceding such Auction. (d) The Auction Agent may request the Broker-Dealers, as set forth in the Broker-Dealer Agreements, to provide the Auction Agent with a list of Persons who such Broker-Dealer believes should be Existing Holders based upon inquiries of those Persons such Broker-Dealer believes are Beneficial Owners as a result of the most recent Auction and with respect to each such Person, the number of shares of such series of MuniPreferred such Broker-Dealer believes to be owned by such Person. The Auction Agent shall keep confidential such registry of Existing Holders and shall not disclose the identities of the Existing Holders of such shares of MuniPreferred to any Person other than the Fund and the Broker-Dealer that provided such information.

Preparation for Each Auction. Maintenance of Registry of Beneficial Owners. -------------------------------- (a) Not later than seven days prior to the first 9:30 A.M. on each Auction Date for the first series of MuniPreferred subject to an AuctionAMPS, the Fund shall provide the Auction Agent with a list shall advise BD by telephone of the Broker-Dealers. Not later than seven days prior to any Auction Date for any series of MuniPreferred for which any change in such list of Broker-Dealers is to be effective, the Fund will notify the Auction Agent in writing of such change and, if any such change involves the addition of a Broker-Dealer to such list, shall cause to be delivered to the Auction Agent for execution by the Auction Agent a Broker-Dealer Agreement signed by such Broker- Dealer; provided, however, that if the Fund proposes to designate any Special Reference Rate Period of any series of MuniPreferred pursuant to Section 4 of Part I of the Statement, not later than 11:00 A.M. on the Business Day next preceding the Auction next preceding the first day of such Rate Period or by such later time or date, or both, as may be agreed to by the Auction Agent, the Fund shall provide the Auction Agent with a list of the Broker-Dealers for such series and a manually signed copy of each Broker-Dealer Agreement or a new Schedule A to a Broker-Dealer Agreement (which Schedule A shall replace and supersede any previous Schedule A to such Broker-Dealer Agreement) with each Broker-Dealer for such series. The Auction Agent and the Fund shall have entered into a Broker- Dealer Agreement with each Broker-Dealer prior to the participation of any Maximum Applicable Rate in effect on such Broker-Dealer in any AuctionAuction Date. (b) In the event that any the Auction Date for any series of MuniPreferred Auction shall be changed after the Auction Agent shall have has given the notice referred to in clause (vivii) of paragraph (a) of the Settlement Procedures, or after the notice referred to in Section 2.5(a) hereof, if applicable, the Auction Agent, by such means as the Auction Agent deems practicable, shall give notice of such change to the Broker-Dealers for such series BD not later than the earlier of 9:15 A.M. on the new Auction Date or 9:15 A.M. on the old Auction Date. (i) The Auction Agent . Thereafter, BD shall maintain a registry promptly notify customers of the beneficial owners of the shares of MuniPreferred of each series who shall constitute BD that BD believes are Existing Holders of shares of MuniPreferred AMPS of such change in the Auction Date. (c) The Auction Agent from time to time may request BD to provide it with a list of the respective customers BD believes are Existing Holders of shares of each series for purposes of Auctions AMPS. BD shall comply with any such request, and the Auction Agent shall indicate thereon keep confidential any such information, including information received as to the identity of the respective Broker-Dealer of each Existing Holder, if any, on whose behalf such Broker- Dealer submitted the most recent Order Bidders in any Auction, and shall not disclose any such information so provided to any Person other than the Company; and such information shall not be used by the Auction which resulted in Agent or its officers, employees, agents or representatives for any purpose other than such Existing Holder continuing to hold or purchasing shares of MuniPreferred of such seriespurposes as are described herein. The Auction Agent shall keep such registry current and accurate. The Fund shall provide or cause to be provided to the Auction Agent at or prior to the Date of Original Issue of the shares of MuniPreferred of each series a transmit any list of the initial Existing Holders of the shares of each such series of MuniPreferred, the number of shares purchased by each such Existing Holder and the respective Broker-Dealer of each such Existing Holder or the affiliate thereof through which each such Existing Holder purchased such shares. The Auction Agent shall advise the Fund in writing whenever the number of Existing Holders is 500 or more. The Auction Agent may rely upon, as conclusive evidence of the identities of the customers BD believes are Existing Holders of shares of MuniPreferred each series of AMPS and information related thereto only to its officers, employees, agents or representatives in the Corporate Trust and Agency Group who need to know such information for the purposes of acting in accordance with this Agreement and shall prevent the transmission of such information to others and shall cause its officers, employees, agents and representatives to abide by the foregoing confidentiality restrictions; provided, however, that the Auction Agent shall have no responsibility or liability for the actions of any series (A) such listof its officers, (B) employees, agents or representatives after they have left the results employ of Auctions, (C) notices from any Broker- Dealer as described in the first sentence of Section 2.2(c)(iii) hereof and (D) the results of any procedures approved by the Fund that have been devised for the purpose of determining the identities of Existing Holders in situations where shares of MuniPreferred may have been transferred without compliance with any restriction on the transfer thereof set forth in the Auction ProceduresAgent. (iid) In the event of any partial redemption of any series of MuniPreferred, the Auction Agent shall, at least two Business Days prior to the next Auction for such series, request each Broker-Dealer to provide the Auction Agent with a list of Persons who such Broker-Dealer believes should remain Existing Holders after such redemption based upon inquiries of those Persons such Broker-Dealer believes are Beneficial Owners as a result of the most recent Auction and with respect to each such Person, the number of shares of MuniPreferred of such series such Broker-Dealer believes are owned by such Person after such redemption. In the absence of receiving any such information from any Broker-Dealer, the Auction Agent may continue to treat the Persons listed in its registry of Existing Holders as the beneficial owner of the number of shares of MuniPreferred of such series shown in such registry. (iii) The Auction Agent shall be required to register a transfer of shares of MuniPreferred of any series from an Existing Holder of such shares of MuniPreferred only if such transfer is to another Existing Holder, or other Person if permitted by the Fund, and only if such transfer is made (A) pursuant to an Auction, (B) the Auction Agent has been notified in writing (I) in a notice substantially in the form of Exhibit C to the Broker-Dealer Agreements by a Broker-Dealer of such transfer or (II) in a notice substantially in the form of Exhibit D to the Broker-Dealer Agreements by the Broker-Dealer of any Existing Holder, or other Person if permitted by the Fund, that purchased or sold such shares of MuniPreferred in an Auction of the failure of such shares of MuniPreferred to be transferred as a result of such Auction or (C) pursuant to procedures approved by the Fund that have been devised for the purpose of determining the identities of Existing Holders in situations where shares of MuniPreferred may have been transferred without compliance with any restriction on the transfer thereof set forth in the Auction Procedures. The Auction Agent is not required to accept the Purchaser's Letter for any such notice Potential Holder for an Auction unless it is received by the Auction Agent by 3:00 P.M. on the Business Day next preceding such Auction. (d) The Auction Agent may request the Broker-Dealers, as set forth in the Broker-Dealer Agreements, to provide the Auction Agent with a list of Persons who such Broker-Dealer believes should be Existing Holders based upon inquiries of those Persons such Broker-Dealer believes are Beneficial Owners as a result of the most recent Auction and with respect to each such Person, the number of shares of such series of MuniPreferred such Broker-Dealer believes to be owned by such Person. The Auction Agent shall keep confidential such registry of Existing Holders and shall not disclose the identities of the Existing Holders of such shares of MuniPreferred to any Person other than the Fund and the Broker-Dealer that provided such information.

Preparation for Each Auction. Maintenance of Registry of Beneficial Owners. -------------------------------- (a) Not later than seven days prior to the first Auction Date for the first series of MuniPreferred subject to an Auction, the Fund shall provide the Auction Agent with a list of the Broker-Dealers. Not later than seven days prior to any 9:30 A.M. on each Auction Date for any series of MuniPreferred for which any change in such list of Broker-Dealers is to be effectiveMuniPreferred, the Fund will notify the Auction Agent in writing of such change and, if any such change involves the addition of a Broker-Dealer to such list, shall cause to be delivered to the Auction Agent for execution by the Auction Agent a Broker-Dealer Agreement signed by such Broker- Dealer; provided, however, that if the Fund proposes to designate any Special Rate Period of any series of MuniPreferred pursuant to Section 4 of Part I of the Statement, not later than 11:00 A.M. on the Business Day next preceding the Auction next preceding the first day of such Rate Period or by such later time or date, or both, as may be agreed to by the Auction Agent, the Fund shall provide the Auction Agent with a list of advise the Broker-Dealers for such series and a manually signed copy by telephone of each Broker-Dealer Agreement or a new Schedule A to a Broker-Dealer Agreement (which Schedule A shall replace and supersede any previous Schedule A to such Broker-Dealer Agreement) with each Broker-Dealer for such series. The Auction Agent the Maximum Rate therefor and the Fund shall have entered into a Broker- Dealer Agreement with each Broker-Dealer prior to Reference Rate(s) and Treasury Note Rate(s), as the participation of any case may be, used in determining such Broker-Dealer in any AuctionMaximum Rate. (b) In the event that any Auction Date for any series of MuniPreferred shall be changed after the Auction Agent shall have for such series has given the notice referred to in clause (vi) of paragraph (a) of the Settlement Procedures, or after the notice referred to in Section 2.5(a) hereof, if applicable, the such Auction Agent, by such means as the such Auction Agent deems practicable, shall give notice of such change to the BD, if it is a Broker-Dealers Dealer for such series series, not later than the earlier of 9:15 A.M. on the new Auction Date or 9:15 A.M. on the old Auction Date. (ic) The Auction Agent shall maintain a registry of the beneficial owners of the shares of MuniPreferred of each series who shall constitute Existing Holders of shares of MuniPreferred of such series for For purposes of Auctions and shall indicate thereon the identity of the respective Broker-Dealer of each Existing Holder, if any, on whose behalf such Broker- Dealer submitted the most recent Order in any Auction which resulted in such Existing Holder continuing to hold or purchasing shares of MuniPreferred of such series. The Auction Agent shall keep such registry current and accurate. The Fund shall provide or cause to be provided to the Auction Agent at or prior to the Date of Original Issue of the shares of MuniPreferred of each series a maintaining its list of the initial Existing Holders of the shares of each such series of MuniPreferred, the number of shares purchased by each such Existing Holder and the respective Broker-Dealer of each such Existing Holder or the affiliate thereof through which each such Existing Holder purchased such shares. The Auction Agent shall advise the Fund in writing whenever the number of Existing Holders is 500 or more. The Auction Agent may rely upon, as conclusive evidence of the identities of the Existing Holders of shares of MuniPreferred of any series (A) such list, (B) the results of Auctions, (C) notices from any Broker- Dealer as described in the first sentence of Section 2.2(c)(iii) hereof and (D) the results of any procedures approved by the Fund that have been devised for the purpose of determining the identities of Existing Holders in situations where shares of MuniPreferred may have been transferred without compliance with any restriction on the transfer thereof set forth in the Auction Procedures. (ii) In the event of any partial redemption of any series of MuniPreferredHolders, the Auction Agent shall, at least two Business Days prior for any series of MuniPreferred from time to the next Auction for such series, time may request each any Broker-Dealer to provide the Auction Agent with a list of Persons who such Broker-Dealer believes should remain Existing Holders after such redemption based upon inquiries of those Persons such Broker-Dealer believes are Beneficial Owners as a result of the most recent Auction and with respect to each such Person, the number of shares of MuniPreferred of such series such Broker-Dealer believes are owned by such Person after such redemption. In the absence of receiving any such information from any Broker-Dealer, the Auction Agent may continue to treat the Persons listed in its registry of Existing Holders as the beneficial owner of the number of shares of MuniPreferred of such series shown in such registry. (iii) The Auction Agent shall be required to register a transfer of shares of MuniPreferred of any series from an Existing Holder of such shares of MuniPreferred only if such transfer is to another Existing Holder, or other Person if permitted by the Fund, and only if such transfer is made (A) pursuant to an Auction, (B) the Auction Agent has been notified in writing (I) in a notice substantially in the form of Exhibit C to the Broker-Dealer Agreements by a Broker-Dealer of such transfer or (II) in a notice substantially in the form of Exhibit D to the Broker-Dealer Agreements by the Broker-Dealer of any Existing Holder, or other Person if permitted by the Fund, that purchased or sold such shares of MuniPreferred in an Auction of the failure of such shares of MuniPreferred to be transferred as a result of such Auction or (C) pursuant to procedures approved by the Fund that have been devised for the purpose of determining the identities of Existing Holders in situations where shares of MuniPreferred may have been transferred without compliance with any restriction on the transfer thereof set forth in the Auction Procedures. The Auction Agent is not required to accept any such notice for an Auction unless it is received by the Auction Agent by 3:00 P.M. on the Business Day preceding such Auction. (d) The Auction Agent may request the Broker-Dealers, as set forth in the Broker-Dealer Agreements, to provide the Auction Agent with a list of Persons who such Broker-Dealer believes should be Existing Holders based upon inquiries of those Persons such Broker-Dealer believes are Beneficial Owners as a result of the most recent Auction and with respect to each such Person, the number of shares of such series of MuniPreferred such Broker-Dealer believes to be are owned by such Person. The BD shall comply with any such request relating to a series of MuniPreferred in respect of which BD was named a Broker-Dealer, and the Auction Agent shall keep confidential any such registry of Existing Holders information so provided by BD and shall not disclose the identities of the Existing Holders of such shares of MuniPreferred any information so provided by BD to any Person other than the Fund and BD. (d) BD agrees to maintain a list of customers relating to a series of MuniPreferred and to use its best efforts, subject to existing laws and regulations, to contact the Broker-Dealer customers on such list whom BD believes may be interested in participating in the Auction on each Auction Date, as a Potential Holder or a Potential Beneficial Owner, for the purposes set forth in the Auction Procedures. Nothing herein shall require BD to submit an Order for any customer in any Auction. (e) The Auction Agent's registry of Existing Holders of shares of a series of MuniPreferred shall be conclusive and binding on BD. BD may inquire of the Auction Agent between 3:00 P.M. on the Business Day preceding an Auction for shares of a series of MuniPreferred and 9:30 A.M. on the Auction Date for such Auction to ascertain the number of shares of such series in respect of which the Auction Agent has determined BD to be an Existing Holder. If BD believes it is the Existing Holder of fewer shares of such series than specified by the Auction Agent in response to BD's inquiry, BD may so inform the Auction Agent of that provided belief. BD shall not, in its capacity as Existing Holder of shares of such informationseries, submit Orders in such Auction in respect of shares of such series covering in the aggregate more than the number of shares of such series specified by the Auction Agent in response to BD's inquiry.

Preparation for Each Auction. Maintenance of Registry of Beneficial Owners. -------------------------------- (a) Not later than seven days prior to the first Auction 9:30 a.m. on each Rate Determination Date for the first series of MuniPreferred subject to an AuctionAuction Rate Securities, the Fund shall provide the Auction Agent with a list of shall advise the Broker-Dealers. Not later than seven days prior to any Auction Date for any series Dealer by telephone of MuniPreferred for which any change in such list of Broker-Dealers is to be effectivethe All Hold Rate, the Fund will notify Maximum Auction Rate, the Auction Agent in writing of such change and, if any such change involves Net Loan Rate and the addition of a Broker-Dealer to such list, shall cause to be delivered to the Auction Agent for execution by the Auction Agent a Broker-Dealer Agreement signed by such Broker- Dealer; provided, however, that if the Fund proposes to designate any Special Rate Period of any series of MuniPreferred pursuant to Section 4 of Part I of the Statement, not later than 11:00 A.M. on the Business Day next preceding the Auction next preceding the first day of such Rate Period or by such later time or date, or bothApplicable LIBOR Rate, as the case may be agreed to by the Auction Agentbe, the Fund shall provide the Auction Agent with a list of the Broker-Dealers for used in determining such series and a manually signed copy of each Broker-Dealer Agreement or a new Schedule A to a Broker-Dealer Agreement (which Schedule A shall replace and supersede any previous Schedule A to such Broker-Dealer Agreement) with each Broker-Dealer for such series. The Auction Agent and the Fund shall have entered into a Broker- Dealer Agreement with each Broker-Dealer prior to the participation of any such Broker-Dealer in any Auctionrates. (b) In the event that any Auction the Rate Determination Date for any series of MuniPreferred Auction shall be changed after the Auction Agent shall have has given the notice referred of such Rate Determination Date pursuant to in clause (vi) of paragraph (aa)(vii) of the Settlement Procedures, or after the notice referred to in Section 2.5(a) hereof, if applicable, the Auction Agent, by such means as the Auction Agent deems practicable, shall give notice of such change to the Broker-Dealers for such series Dealer not later than the earlier of 9:15 A.M. a.m. on the new Auction Rate Determination Date or and 9:15 A.M. a.m. on the old Auction Rate Determination Date. Thereafter, the Broker-Dealer shall use its best efforts to promptly notify its customers who are Existing Holders of such change in the Rate Determination Date. (ic) The Auction Agent shall maintain a registry From time to time upon request of the beneficial owners of Auction Agent, the shares of MuniPreferred of each series who shall constitute Existing Holders of shares of MuniPreferred of such series for purposes of Auctions and shall indicate thereon the identity of the respective Broker-Dealer of each Existing Holder, if any, on whose behalf such Broker- Dealer submitted the most recent Order in any Auction which resulted in such Existing Holder continuing to hold or purchasing shares of MuniPreferred of such series. The Auction Agent shall keep such registry current and accurate. The Fund shall provide or cause to be provided to the Auction Agent at or prior to the Date of Original Issue of the shares of MuniPreferred of each series a list of the initial Existing Holders of the shares of each such series of MuniPreferred, the number of shares purchased by each such Existing Holder and the respective Broker-Dealer of each such Existing Holder or the affiliate thereof through which each such Existing Holder purchased such shares. The Auction Agent shall advise the Fund in writing whenever the number of Existing Holders is 500 or more. The Auction Agent may rely upon, as conclusive evidence of the identities of the Existing Holders of shares of MuniPreferred of any series (A) such list, (B) the results of Auctions, (C) notices from any Broker- Dealer as described in the first sentence of Section 2.2(c)(iii) hereof and (D) the results of any procedures approved by the Fund that have been devised for the purpose of determining the identities of Existing Holders in situations where shares of MuniPreferred may have been transferred without compliance with any restriction on the transfer thereof set forth in the Auction Procedures. (ii) In the event of any partial redemption of any series of MuniPreferred, the Auction Agent shall, at least two Business Days prior to the next Auction for such series, request each Broker-Dealer to provide the Auction Agent with a list of Persons who such Broker-Dealer believes should remain Existing Holders after such redemption based upon inquiries of those Persons such Broker-Dealer believes are Beneficial Owners as a result statement of the most recent aggregate amount of each series of Auction and with respect to each such Person, the number of shares of MuniPreferred of such series such Broker-Dealer believes are owned by such Person after such redemption. In the absence of receiving any such information from any Broker-Dealer, the Auction Agent may continue to treat the Persons listed in its registry of Existing Holders as the beneficial owner of the number of shares of MuniPreferred of such series shown in such registry. (iii) The Auction Agent shall be required to register a transfer of shares of MuniPreferred of any series from an Existing Holder of such shares of MuniPreferred only if such transfer is to another Existing Holder, or other Person if permitted by the Fund, and only if such transfer is made (A) pursuant to an Auction, (B) the Auction Agent has been notified in writing (I) in a notice substantially in the form of Exhibit C to the Broker-Dealer Agreements by a Broker-Dealer of such transfer or (II) in a notice substantially in the form of Exhibit D to the Broker-Dealer Agreements Rate Securities held by the Broker-Dealer of any as an Existing Holder, or other Person if permitted by the Fund, that purchased or sold such shares of MuniPreferred in an Auction of the failure of such shares of MuniPreferred to be transferred as a result of such Auction or (C) pursuant to procedures approved by the Fund that have been devised for the purpose of determining the identities of Existing Holders in situations where shares of MuniPreferred may have been transferred without compliance . The Broker-Dealer shall comply with any restriction on the transfer thereof set forth in the Auction Procedures. The Auction Agent is not required to accept any such notice for an Auction unless it is received by request, and the Auction Agent by 3:00 P.M. on shall keep confidential any such information, including information received as to the Business Day preceding identity of Existing Owners and Potential Owners in any Auction, and shall not disclose any such Auctioninformation so provided to any person other than the Registrar, the Corporation and the Broker-Dealer unless the failure to disclose such information would be unlawful or if the failure to do so would expose the Auction Agent to any loss, liability, claim or damage for which the Auction Agent shall not have been previously adequately indemnified. (d) The Auction Agent may request shall send by facsimile or other means a copy of any Notice of Auction Rate Securities Outstanding, in substantially the Broker-Dealersform of Exhibit D to the Auction Agent Agreement, as set forth in received from the Trustee to the Broker-Dealer Agreements, to provide the Auction Agent in accordance with a list of Persons who such Broker-Dealer believes should be Existing Holders based upon inquiries of those Persons such Broker-Dealer believes are Beneficial Owners as a result of the most recent Auction and with respect to each such Person, the number of shares of such series of MuniPreferred such Broker-Dealer believes to be owned by such Person. The Auction Agent shall keep confidential such registry of Existing Holders and shall not disclose the identities of the Existing Holders of such shares of MuniPreferred to any Person other than the Fund and the Broker-Dealer that provided such informationSection 4.03 hereof.

Preparation for Each Auction. Maintenance of Registry of Beneficial OwnersExisting ----------------------------------------------------------------- Holders. --------------------------------------- (a) Not later than seven days prior Prior to or at the first Auction Date for time of closing of the first series initial issuance and sale of MuniPreferred subject to an Auctionthe shares of MAPS (the "Closing"), the Fund Company shall provide the Auction Agent with a list of the Broker-DealersDealers designated by the Company and previously approved by the Auction Agent and shall cause to be delivered to the Auction Agent for execution by the Auction Agent a Broker-Dealer Agreement substantially in the form of Exhibit A hereto signed by each such Broker-Dealer. The Auction Agent shall keep such list current and accurate to reflect any change of which it is notified by the Company, and, with respect to each such Broker-Dealer shall indicate thereon, or on a separate list, the identity of each Existing Holder, if any, and the number of shares of each series of MAPS held by each such Existing Holder. Not later than seven days prior to any Auction Date for any series of MuniPreferred for which any change in such list of Broker-Dealers is to be effective, the Fund will Company shall notify the Auction Agent in writing of such change and, if any such change involves is the addition of a Broker-Dealer to such list, the Company shall cause to be delivered to the Auction Agent for execution by the Auction Agent a Broker-Dealer Agreement signed by such Broker- Dealer; provided, however, that if the Fund proposes to designate any Special Rate Period of any series of MuniPreferred pursuant to Section 4 of Part I of the Statement, not later than 11:00 A.M. on the Business Day next preceding the Auction next preceding the first day of such Rate Period or by such later time or date, or both, as may be agreed to by the Auction Agent, the Fund shall provide the Auction Agent with a list of the Broker-Dealers for such series and a manually signed copy of each Broker-Dealer Agreement or a new Schedule A to a Broker-Dealer Agreement (which Schedule A shall replace and supersede any previous Schedule A to such Broker-Dealer Agreement) with each Broker-Dealer for such seriesDealer. The Auction Agent and the Fund shall have entered into a Broker- Broker-Dealer Agreement with each Broker-Dealer prior to the participation of any such Broker-Dealer in any Auction. (bi) In the event that any the Auction Date for any series of MuniPreferred shall be changed in a manner consistent with the Designation after the Auction Agent shall have given the notice of the next succeeding Auction for such series of MAPS referred to in clause (vivii) of paragraph Paragraph (a) of the Settlement Procedures, or after the notice referred to in Section 2.5(a) hereof, if applicableCompany has delivered a Notice, the Auction Agent, by such means as the Auction Agent deems practicable, shall give notice of such change to the Broker-Dealers for such series not later than the earlier of 9:15 A.M. on the new Auction Date or 9:15 A.M. on the old Auction Date. (iii) The Auction Agent shall maintain a registry If, after the date of this Agreement, there is any change in the prevailing rating of the beneficial owners MAPS by S&P or Xxxxx'x (or any Substitute Rating Agency or Rating Agencies, as the case may be), thereby resulting in any change in the applicable percentage of the shares of MuniPreferred of each series who shall constitute Existing Holders of shares of MuniPreferred of such series for purposes of Auctions and shall indicate thereon the identity of the respective Broker-Dealer of each Existing Holder, if any, on whose behalf such Broker- Dealer submitted the most recent Order in any Auction which resulted in such Existing Holder continuing to hold or purchasing shares of MuniPreferred of such series. The Auction Agent shall keep such registry current and accurate. The Fund shall provide or cause to be provided to the Auction Agent at or prior to the Date of Original Issue of the shares of MuniPreferred of each series a list of the initial Existing Holders of the shares of each such series of MuniPreferred, the number of shares purchased by each such Existing Holder and the respective Broker-Dealer of each such Existing Holder or the affiliate thereof through which each such Existing Holder purchased such shares. The Auction Agent shall advise the Fund in writing whenever the number of Existing Holders is 500 or more. The Auction Agent may rely upon, as conclusive evidence of the identities of the Existing Holders of shares of MuniPreferred of any series (A) such list, (B) the results of Auctions, (C) notices from any Broker- Dealer as described in the first sentence of Section 2.2(c)(iii) hereof and (D) the results of any procedures approved by the Fund that have been devised Applicable Determining Rate for the purpose of determining the identities of Existing Holders in situations where shares of MuniPreferred may have been transferred without compliance with any restriction on the transfer thereof set forth in the Auction Procedures. (ii) In the event of any partial redemption of any series of MuniPreferred, the Auction Agent shall, at least two Business Days prior to the next Auction for such series, request each Broker-Dealer to provide the Auction Agent with a list of Persons who such Broker-Dealer believes should remain Existing Holders after such redemption based upon inquiries of those Persons such Broker-Dealer believes are Beneficial Owners as a result of the most recent Auction and with respect to each such Person, the number of shares of MuniPreferred of such series such Broker-Dealer believes are owned by such Person after such redemption. In the absence of receiving any such information from any Broker-Dealer, the Auction Agent may continue to treat the Persons listed in its registry of Existing Holders as the beneficial owner of the number of shares of MuniPreferred of such series shown in such registry. (iii) The Auction Agent shall be required to register a transfer of shares of MuniPreferred of any series from an Existing Holder of such shares of MuniPreferred only if such transfer is to another Existing Holder, or other Person if permitted by the Fund, and only if such transfer is made (A) pursuant to an Auction, (B) the Auction Agent has been notified in writing (I) in a notice substantially in the form of Exhibit C to the Broker-Dealer Agreements by a Broker-Dealer of such transfer or (II) in a notice substantially in the form of Exhibit D to the Broker-Dealer Agreements by the Broker-Dealer of any Existing Holder, or other Person if permitted by the Fund, that purchased or sold such shares of MuniPreferred in an Auction of the failure of such shares of MuniPreferred to be transferred as a result of such Auction or (C) pursuant to procedures approved by the Fund that have been devised for the purpose of determining the identities of Existing Holders in situations where shares of MuniPreferred may have been transferred without compliance with any restriction on the transfer thereof set forth in the Auction Procedures. The Auction Agent is not required to accept any such notice for an Auction unless it is received by the Auction Agent by 3:00 P.M. on the Business Day preceding such Auction. (d) The Auction Agent may request the Broker-DealersMAPS, as set forth in the Broker-Dealer Agreementsdefinition of Maximum Applicable Rate in the Auction Procedures (the "Percentage"), to provide the Company shall notify the Auction Agent with a list in writing of Persons who such Broker-Dealer believes should be Existing Holders based upon inquiries of those Persons change in the Percentage prior to 9:00 A.M. on the Auction Date next succeeding such Broker-Dealer believes are Beneficial Owners as a result of the most recent Auction and with respect to each such Person, the number of shares of change for such series of MuniPreferred such Broker-Dealer believes to be owned by such PersonMAPS. The Percentage for the MAPS on the date of this Agreement is 200%. The Auction Agent shall keep confidential be entitled to rely on the last Percentage of which it has received notice from the Company (or, in the absence of such registry of Existing Holders notice, the Percentage set forth in the preceding sentence) in determining the Maximum Applicable Rate as set forth in Section 2.3(c) hereof. (c) i) On each Auction Date, the Auction Agent shall determine the Applicable Determining Rate and the Maximum Applicable Rate. If the Applicable Determining Rate is not quoted on an interest basis but is quoted on a discount basis, the Auction Agent shall not disclose convert the identities quoted rate to its interest equivalent in accordance with the terms of the Existing Holders of such shares of MuniPreferred to any Person other Designation. Not later than 9:30 A.M. on each Auction Date, the Fund Auction Agent shall notify by telephone the Company and the Broker-Dealer that provided such informationDealers of the Applicable Determining Rate so determined and the Maximum Applicable Rate for the relevant series.

Preparation for Each Auction. Maintenance of Registry of Beneficial Owners. -------------------------------- (a) Not later than seven days prior to the first Auction Date for the first series of MuniPreferred subject to an Auction, the Fund shall provide the Auction Agent with a list of the Broker-Dealers. Not later than seven days prior to any Auction Date for any series of MuniPreferred for which any change in such list of Broker-Dealers is to be effective, the Fund will notify the Auction Agent in writing of such change and, if any such change involves the addition of a Broker-Dealer to such list, shall cause to be delivered to the Auction Agent for execution by the Auction Agent a Broker-Dealer Agreement signed by such Broker- Dealer; provided, however, that if the Fund proposes to designate any Special Rate Period of any series of MuniPreferred pursuant to Section 4 of Part I of the Statement, not later than 11:00 A.M. on the Business Day next preceding the Auction next preceding the first day of such Rate Period or by such later time or date, or both, as may be agreed to by the Auction Agent, the Fund shall provide the Auction Agent with a list of the Broker-Dealers for such series and a manually signed copy of each Broker-Dealer Agreement or a new Schedule A to a Broker-Dealer Agreement (which Schedule A shall replace and supersede any previous Schedule A to such Broker-Dealer Agreement) with each Broker-Dealer for such series. The Auction Agent and the Fund shall have entered into a Broker- Dealer Agreement with each Broker-Dealer prior to the participation of any such Broker-Dealer in any Auction. (b) In the event that any Auction Date for any series of MuniPreferred shall be changed after the Auction Agent shall have given the notice referred to in clause (vi) of paragraph (a) of the Settlement Procedures, or after the notice referred to in Section 2.5(a) hereof, if applicable, the Auction Agent, by such means as the Auction Agent deems practicable, shall give notice of such change to the Broker-Dealers for such series not later than the earlier of 9:15 A.M. on the new Auction Date or 9:15 A.M. on the old Auction Date. (i) The Auction Agent shall maintain a registry of the beneficial owners of the shares of MuniPreferred of each series who shall constitute Existing Holders of shares of MuniPreferred of such series for purposes of Auctions and shall indicate thereon the identity of the respective Broker-Dealer of each Existing Holder, if any, on whose behalf such Broker- Broker-Dealer submitted the most recent Order in any Auction which resulted in such Existing Holder continuing to hold or purchasing shares of MuniPreferred of such series. The Auction Agent shall keep such registry current and accurate. The Fund shall provide or cause to be provided to the Auction Agent at or prior to the Date of Original Issue of the shares of MuniPreferred of each series a list of the initial Existing Holders of the shares of each such series of MuniPreferred, the number of shares purchased by each such Existing Holder and the respective Broker-Dealer of each such Existing Holder or the affiliate thereof through which each such Existing Holder purchased such shares. The Auction Agent shall advise the Fund in writing whenever the number of Existing Holders is 500 or more. The Auction Agent may rely upon, as conclusive evidence of the identities of the Existing Holders of shares of MuniPreferred of any series (A) such list, (B) the results of Auctions, (C) notices from any Broker- Broker-Dealer as described in the first sentence of Section 2.2(c)(iii) hereof and (D) the results of any procedures approved by the Fund that have been devised for the purpose of determining the identities of Existing Holders in situations where shares of MuniPreferred may have been transferred without compliance with any restriction on the transfer thereof set forth in the Auction Procedures. (ii) In the event of any partial redemption of any series of MuniPreferred, the Auction Agent shall, at least two Business Days prior to the next Auction for such series, request each Broker-Dealer to provide the Auction Agent with a list of Persons who such Broker-Dealer believes should remain Existing Holders after such redemption based upon inquiries of those Persons such Broker-Dealer believes are Beneficial Owners as a result of the most recent Auction and with respect to each such Person, the number of shares of MuniPreferred of such series such Broker-Dealer believes are owned by such Person after such redemption. In the absence of receiving any such information from any Broker-Dealer, the Auction Agent may continue to treat the Persons listed in its registry of Existing Holders as the beneficial owner of the number of shares of MuniPreferred of such series shown in such registry. (iii) The Auction Agent shall be required to register a transfer of shares of MuniPreferred of any series from an Existing Holder of such shares of MuniPreferred only if such transfer is to another Existing Holder, or other Person if permitted by the Fund, and only if such transfer is made (A) pursuant to an Auction, (B) the Auction Agent has been notified in writing (I) in a notice substantially in the form of Exhibit C to the Broker-Dealer Agreements by a Broker-Dealer of such transfer or (II) in a notice substantially in the form of Exhibit D to the Broker-Dealer Agreements by the Broker-Dealer of any Existing Holder, or other Person if permitted by the Fund, that purchased or sold such shares of MuniPreferred in an Auction of the failure of such shares of MuniPreferred to be transferred as a result of such Auction or (C) pursuant to procedures approved by the Fund that have been devised for the purpose of determining the identities of Existing Holders in situations where shares of MuniPreferred may have been transferred without compliance with any restriction on the transfer thereof set forth in the Auction Procedures. The Auction Agent is not required to accept any such notice for an Auction unless it is received by the Auction Agent by 3:00 P.M. on the Business Day preceding such Auction. (d) The Auction Agent may request the Broker-Dealers, as set forth in the Broker-Dealer Agreements, to provide the Auction Agent with a list of Persons who such Broker-Dealer believes should be Existing Holders based upon inquiries of those Persons such Broker-Dealer believes are Beneficial Owners as a result of the most recent Auction and with respect to each such Person, the number of shares of such series of MuniPreferred such Broker-Dealer believes to be owned by such Person. The Auction Agent shall keep confidential such registry of Existing Holders and shall not disclose the identities of the Existing Holders of such shares of MuniPreferred to any Person other than the Fund and the Broker-Dealer that provided such information.

Preparation for Each Auction. Maintenance of Registry of Beneficial Owners. -------------------------------- (a) Not later than seven days prior to the first 9:30 A.M. on each Auction Date for the first both series of MuniPreferred subject to an AuctionPreferred Shares, the Fund shall provide the Auction Agent with a list shall advise BD by telephone of the Broker-Dealers. Not later than seven days prior to any Maximum Applicable Rate in effect on such Auction Date for any series as determined from the higher of MuniPreferred for which any change the 30- day "AA" Composite Commercial Paper Rate and the Taxable Equivalent of the Short- Term Municipal Bond Rate (except in such list of Broker-Dealers is to be effective, the Fund will notify the Auction Agent in writing of such change and, if any such change involves the addition case of a Broker-Dealer to such list, Special Dividend Period in which case the Maximum Applicable Rate shall cause to be delivered to determined from the Auction Agent for execution by the Auction Agent a Broker-Dealer Agreement signed by such Broker- Dealer; provided, however, that if the Fund proposes to designate any Special Rate Period of any series of MuniPreferred pursuant to Section 4 of Part I higher of the Statement, not later than 11:00 A.M. on Special Dividend Period Reference Rate and the Business Day next preceding the Auction next preceding the first day of such Rate Period or by such later time or date, or both, as may be agreed to by the Auction Agent, the Fund shall provide the Auction Agent with a list Taxable Equivalent of the BrokerShort-Dealers for such series and a manually signed copy of each Broker-Dealer Agreement or a new Schedule A to a Broker-Dealer Agreement (which Schedule A shall replace and supersede any previous Schedule A to such Broker-Dealer Agreement) with each Broker-Dealer for such series. The Auction Agent and the Fund shall have entered into a Broker- Dealer Agreement with each Broker-Dealer prior to the participation of any such Broker-Dealer in any AuctionTerm Municipal Bond Rate. (b) In the event that any the Auction Date for any series of MuniPreferred Auction shall be changed after the Auction Agent shall have has given the notice referred to in clause (vivii) of paragraph (a) of the Settlement Procedures, or after the notice referred to in Section 2.5(a) hereof, if applicable, the Auction Agent, by such means as the Auction Agent deems practicable, shall give notice of such change to the Broker-Dealers for such series BD not later than the earlier of 9:15 A.M. on the new Auction Date or 9:15 A.M. on the old Auction Date. Thereafter, BD shall promptly notify customers of BD that BD believes are Existing Holders of Series T7 Preferred Shares, Series T28 Preferred Shares, Series R7 Preferred Shares or Series R28 Preferred Shares, as the case may be, of such change in the Auction Date. (ic) The Auction Agent shall maintain from time to time may request BD to provide it with a registry list of the beneficial owners of the shares of MuniPreferred of each series who shall constitute respective customers BD believes are Existing Holders of shares of MuniPreferred of Series T7 Preferred Shares, Series T28 Preferred Shares, Series R7 Preferred Shares or Series R28 Preferred Shares. BD shall comply with any such series for purposes of Auctions request, and the Auction Agent shall indicate thereon keep confidential any such information, including information received as to the identity of the respective Broker-Dealer of each Existing Holder, if any, on whose behalf such Broker- Dealer submitted the most recent Order Bidders in any Auction, and shall not disclose any such information so provided to any Person other than the Company; and such information shall not be used by the Auction which resulted in Agent or its officers, employees, agents or representatives for any purpose other than such Existing Holder continuing to hold or purchasing shares of MuniPreferred of such seriespurposes as are described herein. The Auction Agent shall keep transmit any list of customers BD believes are Existing Holders of Series T7 Preferred Shares, Series T28 Preferred Shares, Series R7 Preferred Shares or Series R28 Preferred Shares and information related thereto only to its officers, employees, agents or representatives in the Corporate Trust and Agency Group who need to know such registry current information for the purposes of acting in accordance with this Agreement and accurate. The Fund shall provide or prevent the transmission of such information to others and shall cause its officers, employees, agents and representatives to be provided to abide by the foregoing confidentiality restrictions; provided, however, that the Auction Agent at shall have no responsibility or prior to liability for the Date actions of Original Issue any of its officers, employees, agents or representatives after they have left the employ of the shares of MuniPreferred of each series a list of the initial Existing Holders of the shares of each such series of MuniPreferred, the number of shares purchased by each such Existing Holder and the respective Broker-Dealer of each such Existing Holder or the affiliate thereof through which each such Existing Holder purchased such shares. The Auction Agent shall advise the Fund in writing whenever the number of Existing Holders is 500 or more. The Auction Agent may rely upon, as conclusive evidence of the identities of the Existing Holders of shares of MuniPreferred of any series (A) such list, (B) the results of Auctions, (C) notices from any Broker- Dealer as described in the first sentence of Section 2.2(c)(iii) hereof and (D) the results of any procedures approved by the Fund that have been devised for the purpose of determining the identities of Existing Holders in situations where shares of MuniPreferred may have been transferred without compliance with any restriction on the transfer thereof set forth in the Auction ProceduresAgent. (iid) In the event of any partial redemption of any series of MuniPreferred, the Auction Agent shall, at least two Business Days prior to the next Auction for such series, request each Broker-Dealer to provide the Auction Agent with a list of Persons who such Broker-Dealer believes should remain Existing Holders after such redemption based upon inquiries of those Persons such Broker-Dealer believes are Beneficial Owners as a result of the most recent Auction and with respect to each such Person, the number of shares of MuniPreferred of such series such Broker-Dealer believes are owned by such Person after such redemption. In the absence of receiving any such information from any Broker-Dealer, the Auction Agent may continue to treat the Persons listed in its registry of Existing Holders as the beneficial owner of the number of shares of MuniPreferred of such series shown in such registry. (iii) The Auction Agent shall be required to register a transfer of shares of MuniPreferred of any series from an Existing Holder of such shares of MuniPreferred only if such transfer is to another Existing Holder, or other Person if permitted by the Fund, and only if such transfer is made (A) pursuant to an Auction, (B) the Auction Agent has been notified in writing (I) in a notice substantially in the form of Exhibit C to the Broker-Dealer Agreements by a Broker-Dealer of such transfer or (II) in a notice substantially in the form of Exhibit D to the Broker-Dealer Agreements by the Broker-Dealer of any Existing Holder, or other Person if permitted by the Fund, that purchased or sold such shares of MuniPreferred in an Auction of the failure of such shares of MuniPreferred to be transferred as a result of such Auction or (C) pursuant to procedures approved by the Fund that have been devised for the purpose of determining the identities of Existing Holders in situations where shares of MuniPreferred may have been transferred without compliance with any restriction on the transfer thereof set forth in the Auction Procedures. The Auction Agent is not required to accept the Purchaser's Letter for any such notice Potential Holder for an Auction unless it is received by the Auction Agent by 3:00 P.M. on the Business Day next preceding such Auction. (d) The Auction Agent may request the Broker-Dealers, as set forth in the Broker-Dealer Agreements, to provide the Auction Agent with a list of Persons who such Broker-Dealer believes should be Existing Holders based upon inquiries of those Persons such Broker-Dealer believes are Beneficial Owners as a result of the most recent Auction and with respect to each such Person, the number of shares of such series of MuniPreferred such Broker-Dealer believes to be owned by such Person. The Auction Agent shall keep confidential such registry of Existing Holders and shall not disclose the identities of the Existing Holders of such shares of MuniPreferred to any Person other than the Fund and the Broker-Dealer that provided such information.

Preparation for Each Auction. Maintenance of Registry of Beneficial Owners. -------------------------------- (a) Not later than seven days prior to the first 9:30 A.M. on each Auction Date for the first both series of MuniPreferred subject to an AuctionPreferred Shares, the Fund shall provide the Auction Agent with a list shall advise BD by telephone of the Broker-Dealers. Not later than seven days prior to any Maximum Applicable Rate in effect on such Auction Date for any series as determined from the higher of MuniPreferred for which any change the 30-day "AA" Composite Commercial Paper Rate and the Taxable Equivalent of the Short-Term Municipal Bond Rate (except in such list of Broker-Dealers is to be effective, the Fund will notify the Auction Agent in writing of such change and, if any such change involves the addition case of a Broker-Dealer to such list, Special Dividend Period in which case the Maximum Applicable Rate shall cause to be delivered to determined from the Auction Agent for execution by the Auction Agent a Broker-Dealer Agreement signed by such Broker- Dealer; provided, however, that if the Fund proposes to designate any Special Rate Period of any series of MuniPreferred pursuant to Section 4 of Part I higher of the Statement, not later than 11:00 A.M. on Special Dividend Period Reference Rate and the Business Day next preceding the Auction next preceding the first day of such Rate Period or by such later time or date, or both, as may be agreed to by the Auction Agent, the Fund shall provide the Auction Agent with a list Taxable Equivalent of the BrokerShort-Dealers for such series and a manually signed copy of each Broker-Dealer Agreement or a new Schedule A to a Broker-Dealer Agreement (which Schedule A shall replace and supersede any previous Schedule A to such Broker-Dealer Agreement) with each Broker-Dealer for such series. The Auction Agent and the Fund shall have entered into a Broker- Dealer Agreement with each Broker-Dealer prior to the participation of any such Broker-Dealer in any AuctionTerm Municipal Bond Rate). (b) In the event that any the Auction Date for any series of MuniPreferred Auction shall be changed after the Auction Agent shall have has given the notice referred to in clause (vivii) of paragraph (a) of the Settlement Procedures, or after the notice referred to in Section 2.5(a) hereof, if applicable, the Auction Agent, by such means as the Auction Agent deems practicable, shall give notice of such change to the Broker-Dealers for such series BD not later than the earlier of 9:15 A.M. on the new Auction Date or 9:15 A.M. on the old Auction Date. (i) The Auction Agent . Thereafter, BD shall maintain a registry promptly notify customers of the beneficial owners of the shares of MuniPreferred of each series who shall constitute BD that BD believes are Existing Holders of shares of MuniPreferred Series M28 Preferred Shares or Series M7 Preferred Shares, as the case may be, of such series for purposes of Auctions and shall indicate thereon change in the identity of the respective Broker-Dealer of each Existing Holder, if any, on whose behalf such Broker- Dealer submitted the most recent Order in any Auction which resulted in such Existing Holder continuing to hold or purchasing shares of MuniPreferred of such series. Date. (c) The Auction Agent shall keep such registry current and accurate. The Fund shall from time to time may request BD to provide or cause to be provided to the Auction Agent at or prior to the Date of Original Issue of the shares of MuniPreferred of each series it with a list of the initial Existing Holders of the shares of each such series of MuniPreferred, the number of shares purchased by each such Existing Holder and the respective Broker-Dealer of each such Existing Holder or the affiliate thereof through which each such Existing Holder purchased such shares. The Auction Agent shall advise the Fund in writing whenever the number of Existing Holders is 500 or more. The Auction Agent may rely upon, as conclusive evidence of the identities of the customers BD believes are Existing Holders of shares of MuniPreferred Series M28 Preferred Shares or Series M7 Preferred Shares. BD shall comply with any such request, and the Auction Agent shall keep confidential any such information, including information received as to the identity of Bidders in any Auction, and shall not disclose any such information so provided to any Person other than the Company; and such information shall not be used by the Auction Agent or its officers, employees, agents or representatives for any purpose other than such purposes as are described herein. The Auction Agent stall transmit any list of customers BD believes are Existing Holders of shares of Series M28 Preferred Shares or Series M7 Preferred Shares and information related thereto only to its officers, employees, agents or representatives in the Corporate Trust and Agency Group who need to know such information for the purposes of acting in accordance with this Agreement and shall prevent the transmission of such information to others and shall cause its officers, employees, agents and representatives to abide by the foregoing confidentiality restrictions; provided, however, that the Auction Agent shall have no responsibility or liability for the actions of any series (A) such listof its officers, (B) employees, agents or representatives after they have left the results employ of Auctions, (C) notices from any Broker- Dealer as described in the first sentence of Section 2.2(c)(iii) hereof and (D) the results of any procedures approved by the Fund that have been devised for the purpose of determining the identities of Existing Holders in situations where shares of MuniPreferred may have been transferred without compliance with any restriction on the transfer thereof set forth in the Auction ProceduresAgent. (iid) In the event of any partial redemption of any series of MuniPreferred, the Auction Agent shall, at least two Business Days prior to the next Auction for such series, request each Broker-Dealer to provide the Auction Agent with a list of Persons who such Broker-Dealer believes should remain Existing Holders after such redemption based upon inquiries of those Persons such Broker-Dealer believes are Beneficial Owners as a result of the most recent Auction and with respect to each such Person, the number of shares of MuniPreferred of such series such Broker-Dealer believes are owned by such Person after such redemption. In the absence of receiving any such information from any Broker-Dealer, the Auction Agent may continue to treat the Persons listed in its registry of Existing Holders as the beneficial owner of the number of shares of MuniPreferred of such series shown in such registry. (iii) The Auction Agent shall be required to register a transfer of shares of MuniPreferred of any series from an Existing Holder of such shares of MuniPreferred only if such transfer is to another Existing Holder, or other Person if permitted by the Fund, and only if such transfer is made (A) pursuant to an Auction, (B) the Auction Agent has been notified in writing (I) in a notice substantially in the form of Exhibit C to the Broker-Dealer Agreements by a Broker-Dealer of such transfer or (II) in a notice substantially in the form of Exhibit D to the Broker-Dealer Agreements by the Broker-Dealer of any Existing Holder, or other Person if permitted by the Fund, that purchased or sold such shares of MuniPreferred in an Auction of the failure of such shares of MuniPreferred to be transferred as a result of such Auction or (C) pursuant to procedures approved by the Fund that have been devised for the purpose of determining the identities of Existing Holders in situations where shares of MuniPreferred may have been transferred without compliance with any restriction on the transfer thereof set forth in the Auction Procedures. The Auction Agent is not required to accept the Purchaser's Letter for any such notice Potential Holder for an Auction unless it is received by the Auction Agent by 3:00 P.M. on the Business Day next preceding such Auction. (d) The Auction Agent may request the Broker-Dealers, as set forth in the Broker-Dealer Agreements, to provide the Auction Agent with a list of Persons who such Broker-Dealer believes should be Existing Holders based upon inquiries of those Persons such Broker-Dealer believes are Beneficial Owners as a result of the most recent Auction and with respect to each such Person, the number of shares of such series of MuniPreferred such Broker-Dealer believes to be owned by such Person. The Auction Agent shall keep confidential such registry of Existing Holders and shall not disclose the identities of the Existing Holders of such shares of MuniPreferred to any Person other than the Fund and the Broker-Dealer that provided such information.

Preparation for Each Auction. Maintenance of Registry of Beneficial OwnersExisting ----------------------------------------------------------------- Holders. ---------------------------------------- (a) Not later than seven days prior to As of the first Auction Date for the first series of MuniPreferred subject to an Auctiondate hereof, the Fund shall provide the Auction Agent with a list of the Broker-DealersDealers previously approved by the Auction Agent and shall cause to be delivered to the Auction Agent for execution by the Auction Agent a Broker-Dealer Agreement signed by each such Broker-Dealer. The Auction Agent shall keep such list current and accurate and shall indicate thereon, or on a separate list, the identity of each Existing Holder, if any, whose most recent Order was submitted by a Broker-Dealer on such list and resulted in such Existing Holder continuing to hold or purchase Preferred Shares. Not later than seven days five Business Days prior to any Auction Date for any series of MuniPreferred for which any change in such list of Broker-Dealers is to be effective, the Fund will shall notify the Auction Agent in writing of such change and, if any such change involves is the addition of a Broker-Broker- Dealer to such list, the Fund shall cause to be delivered to the Auction Agent for execution by the Auction Agent a Broker-Dealer Agreement signed by such Broker- Dealer; provided, however, that if the Fund proposes to designate any Special Rate Period of any series of MuniPreferred pursuant to Section 4 of Part I of the Statement, not later than 11:00 A.M. on the Business Day next preceding the Auction next preceding the first day of such Rate Period or by such later time or date, or both, as may be agreed to by the Auction Agent, the Fund shall provide the Auction Agent with a list of the Broker-Dealers for such series and a manually signed copy of each Broker-Dealer Agreement or a new Schedule A to a Broker-Dealer Agreement (which Schedule A shall replace and supersede any previous Schedule A to such Broker-Dealer Agreement) with each Broker-Dealer for such seriesDealer. The Auction Agent and the Fund shall have entered into a Broker- Broker-Dealer Agreement with each Broker-Dealer prior to the participation of any such Broker-Broker- Dealer in any Auction. (b) In the event that any the Auction Date for any series of MuniPreferred Auction shall be changed after the Auction Agent shall have given the notice referred to in clause (vivii) of paragraph (a) of the Settlement Procedures, or after the notice referred to in Section 2.5(a) hereof, if applicable, the Auction Agent, by such means as the Auction Agent deems practicable, shall give notice of such change to the Broker-Dealers for such series not later than the earlier of 9:15 A.M. a.m. on the new Auction Date or 9:15 A.M. a.m. on the old Auction Date. (c) The provisions contained in Section 11.2 of the Amended and Restated Bylaws concerning Special Dividend Periods and the notification of a Special Dividend Period will be followed by the Fund and, to the extent applicable, the Auction Agent, and the provisions contained therein are incorporated herein by reference in their entirety and shall be deemed to be a part of this Agreement to the same extent as if such provisions were set forth fully herein. (i) On each Auction Date, the Auction Agent shall determine the Maximum Applicable Rate. Not later than 9:30 a.m. on each Auction Date, the Auction Agent shall notify the Fund and the Broker-Dealers of the Maximum Applicable Rate. (ii) If the Reference Rate is the applicable "AA" Financial Composite Commercial Paper Rate and such rate is to be based on rates supplied by Commercial Paper Dealers and one or more of the Commercial Paper Dealers shall not provide a quotation for the determination of the applicable "AA" Financial Composite Commercial Paper Rate, the Auction Agent immediately shall notify the Fund so that the Fund can determine whether to select a substitute Commercial Paper Dealer or substitute Commercial Paper Dealers to provide the quotation or quotations not being supplied by any Commercial Paper Dealer or Commercial Paper Dealers. The Fund promptly shall advise the Auction Agent of any such selection. If the Fund does not select any such substitute Commercial Paper Dealer or substitute Commercial Paper Dealers, then the rates shall be supplied by the remaining Commercial Paper Dealer or Commercial Paper Dealers. (i) The Auction Agent shall maintain a current registry of the beneficial owners of the shares of MuniPreferred of each series who shall constitute Existing Holders of shares of MuniPreferred of such series the Preferred Shares for purposes of Auctions and shall indicate thereon the identity of the respective Broker-Dealer of each Existing Holder, if any, on whose behalf such Broker- Dealer submitted the most recent Order in any Auction which resulted in such Existing Holder continuing to hold or purchasing shares of MuniPreferred of such series. The Auction Agent shall keep such registry current and accurateindividual Auction. The Fund shall use commercially reasonable efforts to provide or cause to be provided to the Auction Agent at or prior to within ten Business Days following the Date of Original Issue date of the shares of MuniPreferred of each series Closing a list of the initial Existing Holders of the shares of each such series of MuniPreferredPreferred Shares, the number of shares purchased by each such Existing Holder and the respective Broker-Dealer of each such Existing Holder or the affiliate thereof through which each such Existing Holder purchased such shares. The Auction Agent shall advise the Fund in writing whenever the number of Existing Holders is 500 or more. The Auction Agent may rely upon, as conclusive evidence of the identities of the Existing Holders of shares of MuniPreferred of any series (A) Holders, such list, (B) the results of Auctions, (C) each Auction and notices from any Broker- Dealer as described in Existing Holder, the first sentence of Section 2.2(c)(iii) hereof and (D) the results Agent Member of any procedures approved by Existing Holder or the Fund that have been devised for the purpose Broker-Dealer of determining the identities any Existing Holder with respect to such Existing Holder's transfer of Existing Holders in situations where shares of MuniPreferred may have been transferred without compliance with any restriction on the transfer thereof set forth in the Auction ProceduresPreferred Shares to another Person. (ii) In the event of any partial redemption of any series Preferred Shares, upon notice by the Fund to the Auction Agent of MuniPreferredsuch partial redemption, the Auction Agent shall, promptly shall request the Securities Depository to notify the Auction Agent of the identities of the Agent Members (and the respective numbers of shares) from the accounts of which shares have been called for redemption and the person or department at such Agent Member to contact regarding such redemption. At least two Business Days prior to the next Auction for such seriespreceding the date of redemption, request each Broker-Dealer to provide the Auction Agent with a list shall request each Agent Member so identified to disclose to the Auction Agent (upon selection by such Agent Member of Persons who such Broker-Dealer believes should remain the Existing Holders after such redemption based upon inquiries of those Persons such Broker-Dealer believes whose shares are Beneficial Owners as a result of the most recent Auction and with respect to each such Person, be redeemed) the number of shares Preferred Shares of MuniPreferred each such Existing Holder, if any, to be redeemed by the Fund, provided that the Auction Agent has been furnished with the name and telephone number of a person or department at such series Agent Member from which it is to request such Broker-Dealer believes are owned by such Person after such redemptioninformation. In the absence of receiving any such information with respect to an Existing Holder, from any Broker-Dealersuch Existing Holder's Agent Member or otherwise, the Auction Agent may continue to treat the Persons listed in its registry of such Existing Holders Holder as the beneficial owner having ownership of the number of shares of MuniPreferred of such series Preferred Shares shown in such registrythe Auction Agent's registry of Existing Holders. (iii) The Auction Agent shall be required to register a transfer of shares the ownership of MuniPreferred of any series Preferred Shares from an Existing Holder of such shares of MuniPreferred only if such transfer is to another Existing Holder, or other to another Person if permitted by the Fund, and only if (A) such transfer is made pursuant to an Auction or (B) if such transfer is made (A) other than pursuant to an Auction, (B) the Auction Agent has been notified of such transfer in writing (I) writing, in a notice substantially in the form of Exhibit C to the Broker-Dealer Agreements Agreement, by a Broker-Dealer such Existing Holder or by the Agent Member of such Existing Holder. The Auction Agent is not required to accept any notice of transfer or (II) delivered for an Auction unless it is received by the Auction Agent by 12:00 noon of the Dividend Payment Date. The Auction Agent shall rescind a transfer made on the registry of the Existing Holders of any Preferred Shares if the Auction Agent has been notified in writing, in a notice substantially in the form of Exhibit D to the Broker-Dealer Agreements Agreement, by the Agent Member or the Broker-Dealer of any Existing Holder, or other Person if permitted by that (i) purchased any Preferred Shares and the Fund, that purchased or sold seller failed to deliver such shares of MuniPreferred in an Auction of or (ii) sold any Preferred Shares and the failure purchaser failed to make payment to such Person upon delivery to the purchaser of such shares of MuniPreferred to be transferred as a result of such Auction or (C) pursuant to procedures approved by the Fund that have been devised for the purpose of determining the identities of Existing Holders in situations where shares of MuniPreferred may have been transferred without compliance with any restriction on the transfer thereof set forth in the Auction Procedures. The Auction Agent is not required to accept any such notice for an Auction unless it is received by the Auction Agent by 3:00 P.M. on the Business Day preceding such Auctionshares. (df) The Auction Agent may request that the Broker-Dealers, as set forth in Section 3.2(C) of the Broker-Dealer Agreements, to provide the Auction Agent with a list of Persons who their respective customers that such Broker-Dealer believes should be Existing Holders based upon inquiries of those Persons such Broker-Dealer believes Dealers believe are Beneficial Owners as a result of the most recent Auction and with respect to each such Person, the number of shares of such series of MuniPreferred such Broker-Dealer believes to be owned by such PersonPreferred Shares. The Auction Agent shall keep confidential any such registry of Existing Holders information and shall not disclose the identities of the Existing Holders of any such shares of MuniPreferred information so provided to any Person other than the Fund and the relevant Broker-Dealer and the Fund, provided that provided the Auction Agent reserves the right to disclose any such informationinformation if it is advised by its counsel that its failure to do so would be unlawful.

Preparation for Each Auction. Maintenance of Registry of Beneficial Owners. -------------------------------- (a) Not later than seven days prior to the first 9:30 A.M. on each Auction Date for the first series of MuniPreferred subject to an AuctionSeries 2004-1 Notes, the Fund shall provide the Auction Agent with a list of shall advise the Broker-Dealers. Not later than seven days prior to any Auction Date for any series Dealer by telephone of MuniPreferred for which any change in such list of Broker-Dealers is to be effectivethe All Hold Rate, the Fund will notify Maximum Auction Rate, the Auction Agent in writing of such change and, if any such change involves Net Loan Rate and the addition of a BrokerOne-Dealer to such list, shall cause to be delivered to month LIBOR or the Auction Agent for execution by the Auction Agent a BrokerThree-Dealer Agreement signed by such Broker- Dealer; provided, however, that if the Fund proposes to designate any Special Rate Period of any series of MuniPreferred pursuant to Section 4 of Part I of the Statement, not later than 11:00 A.M. on the Business Day next preceding the Auction next preceding the first day of such Rate Period or by such later time or date, or bothmonth LIBOR, as the case may be agreed to by the Auction Agent, the Fund shall provide the Auction Agent with a list of the Broker-Dealers for such series and a manually signed copy of each Broker-Dealer Agreement or a new Schedule A to a Broker-Dealer Agreement (which Schedule A shall replace and supersede any previous Schedule A to such Broker-Dealer Agreement) with each Broker-Dealer for such series. The Auction Agent and the Fund shall have entered into a Broker- Dealer Agreement with each Broker-Dealer prior to the participation of any such Broker-Dealer in any Auctionbe. (b) In If the event that any Auction Date for any series of MuniPreferred Auction shall be changed after the Auction Agent shall have has given the notice referred of such Auction Date pursuant to in clause (vivii) of paragraph (a) of the Broker-Dealer Agreement dated as of February 1, 2004 Settlement Procedures, or after the notice referred to in Section 2.5(a) hereof, if applicable, the Auction Agent, by telephone (confirmed in writing), telecopy or such other means as the Auction Agent deems practicable, shall give notice of such change to the Broker-Dealers for such series Dealer not later than the earlier of 9:15 A.M. on the new Auction Date or and 9:15 A.M. on the old Auction Date. Thereafter, the Broker-Dealer shall use its best efforts to promptly notify its customers who are Existing Holders of such change in the Auction Date. (ic) The From time to time upon request of the Auction Agent shall maintain a registry pursuant to Section 2.2(d) of the beneficial owners of Auction Agent Agreement, the shares of MuniPreferred of each series who shall constitute Existing Holders of shares of MuniPreferred of such series for purposes of Auctions and shall indicate thereon the identity of the respective Broker-Dealer of each Existing Holder, if any, on whose behalf such Broker- Dealer submitted the most recent Order in any Auction which resulted in such Existing Holder continuing to hold or purchasing shares of MuniPreferred of such series. The Auction Agent shall keep such registry current and accurate. The Fund shall provide or cause to be provided to the Auction Agent at or prior to the Date of Original Issue of the shares of MuniPreferred of each series a list of the initial Existing Holders of the shares of each such series of MuniPreferred, the number of shares purchased by each such Existing Holder and the respective Broker-Dealer of each such Existing Holder or the affiliate thereof through which each such Existing Holder purchased such shares. The Auction Agent shall advise the Fund in writing whenever the number of Existing Holders is 500 or more. The Auction Agent may rely upon, as conclusive evidence of the identities of the Existing Holders of shares of MuniPreferred of any series (A) such list, (B) the results of Auctions, (C) notices from any Broker- Dealer as described in the first sentence of Section 2.2(c)(iii) hereof and (D) the results of any procedures approved by the Fund that have been devised for the purpose of determining the identities of Existing Holders in situations where shares of MuniPreferred may have been transferred without compliance with any restriction on the transfer thereof set forth in the Auction Procedures. (ii) In the event of any partial redemption of any series of MuniPreferred, the Auction Agent shall, at least two Business Days prior to the next Auction for such series, request each Broker-Dealer to provide the Auction Agent with a list statement of Persons who such the aggregate amount of each series of Series 2004-1 Notes held by the Broker-Dealer believes should remain as an Existing Holders after such redemption based upon inquiries Holder for its own account or otherwise, as well as with a list of those Persons such the Broker-Dealer's customers that the Broker-Dealer believes are Beneficial Owners as a result Existing Holders of either series of the most recent Auction Series 2004-1 Notes (listed by series) and with respect to the aggregate principal amount of each series of Series 2004-1 Notes beneficially owned by each such Personcustomer. Except as permitted by Section 2.10 of the Auction Agent Agreement, the number of shares of MuniPreferred of such series such Broker-Dealer believes are owned by such Person after such redemption. In the absence of receiving Auction Agent shall keep confidential any such information from and shall not disclose any such information so provided to any person other than the Broker-Dealer, the Issuer and the Trustee, provided that the Auction Agent may continue reserves the right to treat disclose any such information if it is advised by its counsel that its failure to do so would be unlawful or would expose the Persons listed in its registry of Existing Holders as Auction Agent to liability, loss, claim or damage for which the beneficial owner of the number of shares of MuniPreferred of such series shown in such registry. (iii) Auction Agent has not previously received indemnity reasonably satisfactory to it. The Auction Agent shall be required to register a transfer of shares of MuniPreferred of any series from an Existing Holder of such shares of MuniPreferred only if such transfer is to another Existing Holder, or other Person if permitted by the Fund, and only if such transfer is made (A) pursuant to an Auction, (B) the Auction Agent has been notified in writing (I) in a notice substantially in the form of Exhibit C to notify the Broker-Dealer Agreements by a Broker-Dealer of such transfer or (II) in a notice substantially in Dealer, the form of Exhibit D to Corporation and the Broker-Dealer Agreements by the Broker-Dealer Trustee promptly upon receipt of any Existing Holder, request or other Person if permitted by the Fund, that purchased or sold demand to disclose such shares of MuniPreferred in an Auction of the failure of such shares of MuniPreferred to be transferred as a result of such Auction or (C) pursuant to procedures approved by the Fund that have been devised for the purpose of determining the identities of Existing Holders in situations where shares of MuniPreferred may have been transferred without compliance information and shall cooperate with any restriction on the transfer thereof set forth in the Auction Procedures. The Auction Agent is not required to accept any such notice for an Auction unless it is received by the Auction Agent by 3:00 P.M. on the Business Day preceding such Auctionparty seeking a protective order or similar relief. (d) The Auction Agent may request shall send by telecopy or other means a copy of any Notice of Series 2004-1 Notes Outstanding received from the Broker-Dealers, as set forth in Trustee to the Broker-Dealer Agreements, to provide the Auction Agent in accordance with a list of Persons who such Broker-Dealer believes should be Existing Holders based upon inquiries of those Persons such Broker-Dealer believes are Beneficial Owners as a result of the most recent Auction and with respect to each such Person, the number of shares of such series of MuniPreferred such Broker-Dealer believes to be owned by such Person. The Auction Agent shall keep confidential such registry of Existing Holders and shall not disclose the identities of the Existing Holders of such shares of MuniPreferred to any Person other than the Fund and the Broker-Dealer that provided such informationSection 4.3 hereof.

Preparation for Each Auction. Maintenance of Registry of Beneficial Owners. -------------------------------- (a) Not later than seven days prior to the first 9:30 A.M. on each Auction Date for the first each series of MuniPreferred subject to an AuctionAMPS, the Fund shall provide the Auction Agent with a list shall advise BD and the Company by telephone of the Broker-Dealers. Not later than seven days prior to any Auction Date for any series of MuniPreferred for which any change in such list of Broker-Dealers is to be effective, the Fund will notify the Auction Agent in writing of such change and, if any such change involves the addition of a Broker-Dealer to such list, shall cause to be delivered to the Auction Agent for execution by the Auction Agent a Broker-Dealer Agreement signed by such Broker- Dealer; provided, however, that if the Fund proposes to designate any Special Reference Rate Period of any series of MuniPreferred pursuant to Section 4 of Part I of the Statement, not later than 11:00 A.M. on the Business Day next preceding the Auction next preceding the first day of such Rate Period or by such later time or date, or both, as may be agreed to by the Auction Agent, the Fund shall provide the Auction Agent with a list of the Broker-Dealers for such series and a manually signed copy of each Broker-Dealer Agreement or a new Schedule A to a Broker-Dealer Agreement (which Schedule A shall replace and supersede any previous Schedule A to such Broker-Dealer Agreement) with each Broker-Dealer for such series. The Auction Agent and the Fund shall have entered into a Broker- Dealer Agreement with each Broker-Dealer prior to the participation of any Maximum Applicable Rate in effect on such Broker-Dealer in any AuctionAuction Date. (b) In the event that any the Auction Date for any series of MuniPreferred Auction shall be changed after the Auction Agent shall have has given the notice referred to in clause (vivii) of paragraph (a) of the Settlement Procedures, or after the notice referred to in Section 2.5(a) hereof, if applicable, the Auction Agent, by such means as the Auction Agent deems practicable, shall give notice of such change to the Broker-Dealers for such series BD not later than the earlier of 9:15 A.M. on the new Auction Date or 9:15 A.M. on the old Auction Date. Thereafter, BD shall promptly notify customers of BD that BD believes are Beneficial Owners of shares of Series A AMPS, Series B AMPS or Series C AMPS, as the case may be, of such change in the Auction Date. (ic) The Auction Agent shall maintain a registry On the date of this Agreement, and from time to time upon request of the beneficial owners of the shares of MuniPreferred of each series who shall constitute Existing Holders of shares of MuniPreferred of such series for purposes of Auctions and shall indicate thereon the identity of the respective Broker-Dealer of each Existing HolderAuction Agent, if any, on whose behalf such Broker- Dealer submitted the most recent Order in any Auction which resulted in such Existing Holder continuing to hold or purchasing shares of MuniPreferred of such series. The Auction Agent shall keep such registry current and accurate. The Fund shall provide or cause to be provided to the Auction Agent at or prior to the Date of Original Issue of the shares of MuniPreferred of each series a list of the initial Existing Holders of the shares of each such series of MuniPreferred, the number of shares purchased by each such Existing Holder and the respective Broker-Dealer of each such Existing Holder or the affiliate thereof through which each such Existing Holder purchased such shares. The Auction Agent shall advise the Fund in writing whenever the number of Existing Holders is 500 or more. The Auction Agent may rely upon, as conclusive evidence of the identities of the Existing Holders of shares of MuniPreferred of any series (A) such list, (B) the results of Auctions, (C) notices from any Broker- Dealer as described in the first sentence of Section 2.2(c)(iii) hereof and (D) the results of any procedures approved by the Fund that have been devised for the purpose of determining the identities of Existing Holders in situations where shares of MuniPreferred may have been transferred without compliance with any restriction on the transfer thereof set forth in the Auction Procedures. (ii) In the event of any partial redemption of any series of MuniPreferred, the Auction Agent shall, at least two Business Days prior to the next Auction for such series, request each Broker-Dealer to BD will provide the Auction Agent with a list of Persons who such Broker-Dealer the respective customers BD believes should remain are Existing Holders after such redemption based upon inquiries of those Persons such Broker-Dealer believes are Beneficial Owners as a result of the most recent Auction and with respect to each such Person, the number of shares of MuniPreferred of such series such Broker-Dealer believes are owned Series A AMPS, Series B AMPS or Series C AMPS held by such Person after such redemptionExisting Holders. In the absence of receiving BD shall comply with any such information from any Broker-Dealer, the Auction Agent may continue to treat the Persons listed in its registry of Existing Holders as the beneficial owner of the number of shares of MuniPreferred of such series shown in such registry. (iii) The Auction Agent shall be required to register a transfer of shares of MuniPreferred of any series from an Existing Holder of such shares of MuniPreferred only if such transfer is to another Existing Holder, or other Person if permitted by the Fundrequest, and only if such transfer is made (A) pursuant to an Auction, (B) the Auction Agent has been notified in writing (I) in a notice substantially in the form of Exhibit C to the Broker-Dealer Agreements by a Broker-Dealer of such transfer or (II) in a notice substantially in the form of Exhibit D to the Broker-Dealer Agreements by the Broker-Dealer of any Existing Holder, or other Person if permitted by the Fund, that purchased or sold such shares of MuniPreferred in an Auction of the failure of such shares of MuniPreferred to be transferred as a result of such Auction or (C) pursuant to procedures approved by the Fund that have been devised for the purpose of determining the identities of Existing Holders in situations where shares of MuniPreferred may have been transferred without compliance with any restriction on the transfer thereof set forth in the Auction Procedures. The Auction Agent is not required to accept any such notice for an Auction unless it is received by the Auction Agent by 3:00 P.M. on the Business Day preceding such Auction. (d) The Auction Agent may request the Broker-Dealers, as set forth in the Broker-Dealer Agreements, to provide the Auction Agent with a list of Persons who such Broker-Dealer believes should be Existing Holders based upon inquiries of those Persons such Broker-Dealer believes are Beneficial Owners as a result of the most recent Auction and with respect to each such Person, the number of shares of such series of MuniPreferred such Broker-Dealer believes to be owned by such Person. The Auction Agent shall keep confidential any such registry information, including information received as to the identity of Existing Holders Bidders in any Auction, and shall not disclose the identities of the Existing Holders of any such shares of MuniPreferred information so provided to any Person other than the Fund and the respective Broker-Dealer that provided such informationand the Company, unless otherwise required by law.. Notwithstanding the above, and as necessary to comply with applicable securities laws, either the Auction Agent or BD may disclose to anyone any information with respect to the United States federal income tax treatment and tax structure of this arrangement.

Preparation for Each Auction. Maintenance of Registry of Beneficial Owners. -------------------------------- (a) Not later than seven days prior to the first 9:30 A.M. on each Auction Date for the first both series of MuniPreferred subject to an AuctionPreferred Shares, the Fund shall provide the Auction Agent with a list shall advise BD by telephone of the Broker-Dealers. Not later than seven days prior to any Maximum Applicable Rate in effect on such Auction Date for any series as determined from the higher of MuniPreferred for which any change the 30-day "AA" Composite Commercial Paper Rate and the Taxable Equivalent of the Short-Term Municipal Bond Rate (except in such list of Broker-Dealers is to be effective, the Fund will notify the Auction Agent in writing of such change and, if any such change involves the addition case of a Broker-Dealer to such list, Special Dividend Period in which case the Maximum Applicable Rate shall cause to be delivered to determined from the Auction Agent for execution by the Auction Agent a Broker-Dealer Agreement signed by such Broker- Dealer; provided, however, that if the Fund proposes to designate any Special Rate Period of any series of MuniPreferred pursuant to Section 4 of Part I higher of the Statement, not later than 11:00 A.M. on Special Dividend Period Reference Rate and the Business Day next preceding the Auction next preceding the first day of such Rate Period or by such later time or date, or both, as may be agreed to by the Auction Agent, the Fund shall provide the Auction Agent with a list Taxable Equivalent of the BrokerShort-Dealers for such series and a manually signed copy of each Broker-Dealer Agreement or a new Schedule A to a Broker-Dealer Agreement (which Schedule A shall replace and supersede any previous Schedule A to such Broker-Dealer Agreement) with each Broker-Dealer for such series. The Auction Agent and the Fund shall have entered into a Broker- Dealer Agreement with each Broker-Dealer prior to the participation of any such Broker-Dealer in any AuctionTerm Municipal Bond Rate. (b) In the event that any the Auction Date for any series of MuniPreferred Auction shall be changed after the Auction Agent shall have has given the notice referred to in clause (vivii) of paragraph (a) of the Settlement Procedures, or after the notice referred to in Section 2.5(a) hereof, if applicable, the Auction Agent, by such means as the Auction Agent deems practicable, shall give notice of such change to the Broker-Dealers for such series BD not later than the earlier of 9:15 A.M. on the new Auction Date or 9:15 A.M. on the old Auction Date. Thereafter, BD shall promptly notify customers of BD that BD believes are Existing Holders of Series F28 Preferred Shares or Series F7 Preferred Shares, as the case may be, of such change in the Auction Date. (ic) The Auction Agent shall maintain from time to time may request BD to provide it with a registry list of the beneficial owners of the shares of MuniPreferred of each series who shall constitute respective customers BD believes are Existing Holders of shares of MuniPreferred of Series F28 Preferred Shares or Series F7 Preferred Shares. BD shall comply with any such series for purposes of Auctions request, and the Auction Agent shall indicate thereon keep confidential any such information, including information received as to the identity of the respective Broker-Dealer of each Existing Holder, if any, on whose behalf such Broker- Dealer submitted the most recent Order Bidders in any Auction, and shall not disclose any such information so provided to any Person other than the Company; and such information shall not be used by the Auction which resulted in Agent or its officers, employees, agents or representatives for any purpose other than such Existing Holder continuing to hold or purchasing shares of MuniPreferred of such seriespurposes as are described herein. The Auction Agent shall keep transmit any list of customers BD believes are Existing Holders of Series F28 Preferred Shares or Series F7 Preferred Shares and information related thereto only to its officers, employees, agents or representatives in the Corporate Trust and Agency Group who need to know such registry current information for the purposes of acting in accordance with this Agreement and accurate. The Fund shall provide or prevent the transmission of such information to others and shall cause its officers, employees, agents and representatives to be provided to abide by the foregoing confidentiality restrictions; provided, however, that the Auction Agent at shall have no responsibility or prior to liability for the Date actions of Original Issue any of its officers, employees, agents or representatives after they have left the employ of the shares of MuniPreferred of each series a list of the initial Existing Holders of the shares of each such series of MuniPreferred, the number of shares purchased by each such Existing Holder and the respective Broker-Dealer of each such Existing Holder or the affiliate thereof through which each such Existing Holder purchased such shares. The Auction Agent shall advise the Fund in writing whenever the number of Existing Holders is 500 or more. The Auction Agent may rely upon, as conclusive evidence of the identities of the Existing Holders of shares of MuniPreferred of any series (A) such list, (B) the results of Auctions, (C) notices from any Broker- Dealer as described in the first sentence of Section 2.2(c)(iii) hereof and (D) the results of any procedures approved by the Fund that have been devised for the purpose of determining the identities of Existing Holders in situations where shares of MuniPreferred may have been transferred without compliance with any restriction on the transfer thereof set forth in the Auction ProceduresAgent. (iid) In the event of any partial redemption of any series of MuniPreferred, the Auction Agent shall, at least two Business Days prior to the next Auction for such series, request each Broker-Dealer to provide the Auction Agent with a list of Persons who such Broker-Dealer believes should remain Existing Holders after such redemption based upon inquiries of those Persons such Broker-Dealer believes are Beneficial Owners as a result of the most recent Auction and with respect to each such Person, the number of shares of MuniPreferred of such series such Broker-Dealer believes are owned by such Person after such redemption. In the absence of receiving any such information from any Broker-Dealer, the Auction Agent may continue to treat the Persons listed in its registry of Existing Holders as the beneficial owner of the number of shares of MuniPreferred of such series shown in such registry. (iii) The Auction Agent shall be required to register a transfer of shares of MuniPreferred of any series from an Existing Holder of such shares of MuniPreferred only if such transfer is to another Existing Holder, or other Person if permitted by the Fund, and only if such transfer is made (A) pursuant to an Auction, (B) the Auction Agent has been notified in writing (I) in a notice substantially in the form of Exhibit C to the Broker-Dealer Agreements by a Broker-Dealer of such transfer or (II) in a notice substantially in the form of Exhibit D to the Broker-Dealer Agreements by the Broker-Dealer of any Existing Holder, or other Person if permitted by the Fund, that purchased or sold such shares of MuniPreferred in an Auction of the failure of such shares of MuniPreferred to be transferred as a result of such Auction or (C) pursuant to procedures approved by the Fund that have been devised for the purpose of determining the identities of Existing Holders in situations where shares of MuniPreferred may have been transferred without compliance with any restriction on the transfer thereof set forth in the Auction Procedures. The Auction Agent is not required to accept the Purchaser's Letter for any such notice Potential Holder for an Auction unless it is received by the Auction Agent by 3:00 P.M. on the Business Day next preceding such Auction. (d) The Auction Agent may request the Broker-Dealers, as set forth in the Broker-Dealer Agreements, to provide the Auction Agent with a list of Persons who such Broker-Dealer believes should be Existing Holders based upon inquiries of those Persons such Broker-Dealer believes are Beneficial Owners as a result of the most recent Auction and with respect to each such Person, the number of shares of such series of MuniPreferred such Broker-Dealer believes to be owned by such Person. The Auction Agent shall keep confidential such registry of Existing Holders and shall not disclose the identities of the Existing Holders of such shares of MuniPreferred to any Person other than the Fund and the Broker-Dealer that provided such information.

Preparation for Each Auction. Maintenance of Registry of Beneficial Owners. -------------------------------- (a) Not later than seven days prior to the first Auction Date for the first series of MuniPreferred subject to an Auction, the Fund shall provide the Auction Agent with a list of the Broker-Dealers. Not later than seven days prior to any 9:30 A.M. on each Auction Date for any series of MuniPreferred for which any change in such list of Broker-Dealers is to be effectiveMuniPreferred, the Fund will notify the Auction Agent in writing of such change and, if any such change involves the addition of a Broker-Dealer to such list, shall cause to be delivered to the Auction Agent for execution by the Auction Agent a Broker-Dealer Agreement signed by such Broker- Dealer; provided, however, that if the Fund proposes to designate any Special Rate Period of any series of MuniPreferred pursuant to Section 4 of Part I of the Statement, not later than 11:00 A.M. on the Business Day next preceding the Auction next preceding the first day of such Rate Period or by such later time or date, or both, as may be agreed to by the Auction Agent, the Fund shall provide the Auction Agent with a list of advise the Broker-Dealers for such series and a manually signed copy by telephone of each Broker-Dealer Agreement or a new Schedule A to a Broker-Dealer Agreement (which Schedule A shall replace and supersede any previous Schedule A to such Broker-Dealer Agreement) with each Broker-Dealer for such series. The Auction Agent the Maximum Rate therefor and the Fund shall have entered into a Broker- Dealer Agreement with each Broker-Dealer prior to Reference Rate(s) and Treasury Note Rate(s), as the participation of any case may be, used in determining such Broker-Dealer in any AuctionMaximum Rate. (b) In the event that any Auction Date for any series of MuniPreferred shall be changed after the Auction Agent shall have for such series has given the notice referred to in clause (vi) of paragraph (a) of the Settlement Procedures, or after the notice referred to in Section 2.5(a) hereof, if applicable, the such Auction Agent, by such means as the such Auction Agent deems practicable, shall give notice of such change to the BD, if it is a Broker-Dealers Dealer for such series series, not later than the earlier of 9:15 A.M. on the new Auction Date or 9:15 A.M. on the old Auction Date. (ic) The Auction Agent shall maintain a registry of the beneficial owners of the shares of MuniPreferred of each series who shall constitute Existing Holders of shares of MuniPreferred of such series for For purposes of Auctions and shall indicate thereon the identity of the respective Broker-Dealer of each Existing Holder, if any, on whose behalf such Broker- Dealer submitted the most recent Order in any Auction which resulted in such Existing Holder continuing to hold or purchasing shares of MuniPreferred of such series. The Auction Agent shall keep such registry current and accurate. The Fund shall provide or cause to be provided to the Auction Agent at or prior to the Date of Original Issue of the shares of MuniPreferred of each series a maintaining its list of the initial Existing Holders of the shares of each such series of MuniPreferred, the number of shares purchased by each such Existing Holder and the respective Broker-Dealer of each such Existing Holder or the affiliate thereof through which each such Existing Holder purchased such shares. The Auction Agent shall advise the Fund in writing whenever the number of Existing Holders is 500 or more. The Auction Agent may rely upon, as conclusive evidence of the identities of the Existing Holders of shares of MuniPreferred of any series (A) such list, (B) the results of Auctions, (C) notices from any Broker- Dealer as described in the first sentence of Section 2.2(c)(iii) hereof and (D) the results of any procedures approved by the Fund that have been devised for the purpose of determining the identities of Existing Holders in situations where shares of MuniPreferred may have been transferred without compliance with any restriction on the transfer thereof set forth in the Auction Procedures. (ii) In the event of any partial redemption of any series of MuniPreferredHolders, the Auction Agent shall, at least two Business Days prior for any series of MuniPreferred from time to the next Auction for such series, time may request each any Broker-Dealer to provide the Auction Agent with a list of Persons who such Broker-Dealer believes should remain Existing Holders after such redemption based upon inquiries of those Persons such Broker-Dealer believes are Beneficial Owners as a result of the most recent Auction and with respect to each such Person, the number of shares of MuniPreferred of such series such Broker-Dealer believes are owned by such Person after such redemption. In the absence of receiving any such information from any Broker-Dealer, the Auction Agent may continue to treat the Persons listed in its registry of Existing Holders as the beneficial owner of the number of shares of MuniPreferred of such series shown in such registry. (iii) The Auction Agent shall be required to register a transfer of shares of MuniPreferred of any series from an Existing Holder of such shares of MuniPreferred only if such transfer is to another Existing Holder, or other Person if permitted by the Fund, and only if such transfer is made (A) pursuant to an Auction, (B) the Auction Agent has been notified in writing (I) in a notice substantially in the form of Exhibit C to the Broker-Dealer Agreements by a Broker-Dealer of such transfer or (II) in a notice substantially in the form of Exhibit D to the Broker-Dealer Agreements by the Broker-Dealer of any Existing Holder, or other Person if permitted by the Fund, that purchased or sold such shares of MuniPreferred in an Auction of the failure of such shares of MuniPreferred to be transferred as a result of such Auction or (C) pursuant to procedures approved by the Fund that have been devised for the purpose of determining the identities of Existing Holders in situations where shares of MuniPreferred may have been transferred without compliance with any restriction on the transfer thereof set forth in the Auction Procedures. The Auction Agent is not required to accept any such notice for an Auction unless it is received by the Auction Agent by 3:00 P.M. on the Business Day preceding such Auction. (d) The Auction Agent may request the Broker-Dealers, as set forth in the Broker-Dealer Agreements, to provide the Auction Agent with a list of Persons who such Broker-Dealer believes should be Existing Holders based upon inquiries of those Persons such Broker-Dealer believes are Beneficial Owners as a result of the most recent Auction and with respect to each such Person, the number of shares of such series of MuniPreferred such Broker-Dealer believes to be are owned by such Person. The BD shall comply with any such request relating to a series of MuniPreferred in respect of which BD was named a Broker-Dealer, and the Auction Agent shall keep confidential any such registry of Existing Holders information so provided by BD and shall not disclose the identities of the Existing Holders of such shares of MuniPreferred any information so provided by BD to any Person other than the Fund and BD. (d) BD agrees to maintain a list of customers relating to a series of MuniPreferred and to use its best efforts, subject to existing laws and regulations, to contact the Broker-Dealer that provided customers on such informationlist whom BD believes may be interested in participating in the Auction on each Auction Date, as a Potential Holder or a Potential Beneficial Owner, for the purposes set forth in the Auction Procedures. Nothing herein shall require BD to submit an order for any customer in any Auction. (e) The Auction Agent's registry of Existing Holders of shares of a series of MuniPreferred shall be conclusive and binding on BD. BD may inquire of the Auction Agent between 3:00 P.M. on the Business Day preceding an Auction for shares of a series of MuniPreferred and 9:30 A.M. on the Auction Date for such Auction to ascertain the number of shares of such series in respect of which the Auction Agent has determined BD to be an 4

Preparation for Each Auction. Maintenance of Registry of Beneficial Owners. ------------------------------------------------------------------------- (a) Not later than seven days prior Pursuant to the first Auction Date for the first series of MuniPreferred subject to an AuctionSection 2.5 hereof, the Fund Company shall not designate any Person to act as a Broker-Dealer without prior written approval of the Auction Agent (which approval shall not be withheld unreasonably). At the time of closing of the initial issuance and sale of the AMPS (the "Closing"), the Company shall provide the Auction Agent with a list of the Broker-DealersDealers previously approved by the Auction Agent and shall cause to be delivered to the Auction Agent for execution by the Auction Agent a Broker-Dealer Agreement signed by each such Broker-Dealer. The Auction Agent shall keep such list current and accurate, and shall indicate thereon, or on a separate list, the identity of each Existing Holder, if any, whose most recent Order was submitted by a Broker-Dealer on such list and resulted in such Existing Holder continuing to hold or purchasing shares of AMPS. Not later than seven five days prior to any Auction Date for any series of MuniPreferred for which any change in such list of Broker-Dealers is to be effective, the Fund will Company shall notify the Auction Agent in writing of such change and, if any such change involves is the addition of a Broker-Dealer to such list, the Company shall cause to be delivered to the Auction Agent for execution by the Auction Agent a Broker-Dealer Agreement signed by such Broker- Dealer; provided, however, that if the Fund proposes to designate any Special Rate Period of any series of MuniPreferred pursuant to Section 4 of Part I of the Statement, not later than 11:00 A.M. on the Business Day next preceding the Auction next preceding the first day of such Rate Period or by such later time or date, or both, as may be agreed to by the Auction Agent, the Fund shall provide the Auction Agent with a list of the Broker-Dealers for such series and a manually signed copy of each Broker-Dealer Agreement or a new Schedule A to a Broker-Dealer Agreement (which Schedule A shall replace and supersede any previous Schedule A to such Broker-Dealer Agreement) with each Broker-Dealer for such seriesDealer. The Auction Agent and the Fund shall have entered into a Broker- Broker-Dealer Agreement with each Broker-Dealer prior to the participation of any such Broker-Broker- Dealer in any Auction. (b) In the event that any the Auction Date for any series of MuniPreferred Auction shall be changed after the Auction Agent shall have given the notice referred to in clause (vivii) of paragraph Paragraph (a) of the Settlement Procedures, or after the notice referred to in Section 2.5(a) hereof, if applicable, the Auction Agent, by such means as the Auction Agent deems practicable, shall give notice of such change to the Broker-Dealers for such series not later than the earlier of 9:15 A.M. on the new Auction Date or 9:15 A.M. on the old Auction Date. (c) With respect to each Dividend Period that is a Special Dividend Period, the Company may, at its sole option and to the extent permitted by law, by telephonic and written notice (a "Request for Special Dividend Period") to the Auction Agent and to each Broker-Dealer, request that the next succeeding Dividend Period for a series of AMPS will be a number of days (other than 28 in the case of Series A AMPS and other than 7 in the case of Series B), evenly divisible by seven, and not fewer-than seven nor more than 364 in the case of a Short Term Dividend Period or a number of whole years not greater than five years in the case of a Long Term Dividend Period, specified in such notice, provided that for any Auction occurring after the initial Auction, the Company may not give a Request for Special Dividend Period (and any such request shall be null and void) unless the Company has received written confirmation from S&P that such action would not impair the rating then assigned to the AMPS by S&P and unless sufficient Clearing Bids were made in the last occurring Auction and unless full cumulative dividends, any amounts due with respect to mandatory redemptions and any Additional Dividends payable prior to such date have been paid in full. Such Request for Special Dividend Period, in the case of a Short Term Dividend Period, shall be given on or prior to the fourth day but not more than seven days prior to an Auction Date for a series of AMPS and, in the case of a Long Term Dividend Period, shall be given on or prior to the 14th day but not more than 28 days prior to the Auction Date for a series of AMPS. Upon receiving such Request for Special Dividend Period, the Broker-Dealers shall jointly determine whether given the factors set forth in paragraph 2(c)(iii) of the Articles Supplementary it is advisable that the Company issue a Notice of Special Dividend Period for the AMPS as contemplated by such Request for Special Dividend Period and the Optional Redemption Price of the AMPS during such Special Dividend Period and the Specific Redemption Provisions and shall give the Company and the Auction Agent written notice (a "Response") of such determination by no later than the third day prior to such Auction Date. If the Broker-Dealers shall not give the Company and the Auction Agent a Response by such third day or if the Response states that given the factors referred to above it is not advisable that the Company give a Notice of special Dividend Period (as defined below) for the series of AMPS, the Company may not give a Notice of Special Dividend Period in respect of such Request for Special Dividend Period. In the event the Response indicates that it is advisable that the Company give a Notice of Special Dividend Period for the series of AMPS, the Company may by no later than the second day prior to such Auction Date give a notice (a "Notice of Special Dividend Period") to the Auction Agent, the Securities Depository and each Broker-Dealer, which notice will specify (i) The Auction Agent shall maintain a registry the duration of the beneficial owners of Special Dividend Period, (ii) the shares of MuniPreferred of each series who shall constitute Existing Holders of shares of MuniPreferred of such series for purposes of Auctions Optional Redemption Price as specified in the related Response and shall indicate thereon (iii) the identity of the respective Broker-Dealer of each Existing HolderSpecific Redemption Provisions, if any, on whose behalf such Broker- Dealer submitted as specified in the most recent Order in any Auction which resulted in such Existing Holder continuing to hold or purchasing shares of MuniPreferred of such seriesrelated Response. The Auction Agent Company shall keep not give a Notice of Special Dividend Period, or, if such registry current Notice of Special Dividend Period shall have already been given, shall give telephonic and accurate. The Fund shall provide or cause to be provided written notice (a "Notice of Revocation") to the Auction Agent at or prior to the Date of Original Issue of the shares of MuniPreferred of each series a list of the initial Existing Holders of the shares of each such series of MuniPreferredAgent, the number of shares purchased by each such Existing Holder and the respective Broker-Dealer of each such Existing Holder or the affiliate thereof through which each such Existing Holder purchased such shares. The Auction Agent shall advise the Fund in writing whenever the number of Existing Holders is 500 or more. The Auction Agent may rely upon, as conclusive evidence of the identities of the Existing Holders of shares of MuniPreferred of any series (A) such list, (B) the results of Auctions, (C) notices from any Broker- Dealer as described in the first sentence of Section 2.2(c)(iii) hereof and (D) the results of any procedures approved by the Fund that have been devised for the purpose of determining the identities of Existing Holders in situations where shares of MuniPreferred may have been transferred without compliance with any restriction on the transfer thereof set forth in the Auction Procedures. (ii) In the event of any partial redemption of any series of MuniPreferred, the Auction Agent shall, at least two Business Days prior to the next Auction for such series, request each Broker-Dealer to provide the Auction Agent with a list of Persons who such Broker-Dealer believes should remain Existing Holders after such redemption based upon inquiries of those Persons such Broker-Dealer believes are Beneficial Owners as a result of the most recent Auction and with respect to each such Person, the number of shares of MuniPreferred of such series such Broker-Dealer believes are owned by such Person after such redemption. In the absence of receiving any such information from any Broker-Dealer, the Auction Agent may continue to treat the Persons listed in its registry of Existing Holders as the beneficial owner of the number of shares of MuniPreferred of such series shown in such registry. (iii) The Auction Agent shall be required to register a transfer of shares of MuniPreferred of any series from an Existing Holder of such shares of MuniPreferred only if such transfer is to another Existing Holder, or other Person if permitted by the Fund, and only if such transfer is made (A) pursuant to an Auction, (B) the Auction Agent has been notified in writing (I) in a notice substantially in the form of Exhibit C to the Broker-Dealer Agreements by a Broker-Dealer of such transfer or (II) in a notice substantially in the form of Exhibit D to the Broker-Dealer Agreements by the Broker-Dealer of any Existing Holder, or other Person if permitted by the Fund, that purchased or sold such shares of MuniPreferred in an Auction of the failure of such shares of MuniPreferred to be transferred as a result of such Auction or (C) pursuant to procedures approved by the Fund that have been devised for the purpose of determining the identities of Existing Holders in situations where shares of MuniPreferred may have been transferred without compliance with any restriction on the transfer thereof set forth in the Auction Procedures. The Auction Agent is not required to accept any such notice for an Auction unless it is received by the Auction Agent by 3:00 P.M. on the Business Day preceding such Auction. (d) The Auction Agent may request the Broker-Dealers, as set forth in the Broker-Dealer Agreements, to provide the Auction Agent with a list of Persons who such Broker-Dealer believes should be Existing Holders based upon inquiries of those Persons such Broker-Dealer believes are Beneficial Owners as a result of the most recent Auction and with respect to each such Person, the number of shares of such series of MuniPreferred such Broker-Dealer believes to be owned by such Person. The Auction Agent shall keep confidential such registry of Existing Holders and shall not disclose the identities of the Existing Holders of such shares of MuniPreferred to any Person other than the Fund and the Broker-Dealer that provided such information.each

Preparation for Each Auction. Maintenance of Registry of Beneficial OwnersExisting ----------------------------------------------------------------- Holders. ---------------------------------------- (a) Not later than seven days prior to As of the first Auction Date for the first series of MuniPreferred subject to an Auctiondate hereof, the Fund Company shall provide the Auction Agent with a list of the Broker-DealersDealers and shall deliver to the Auction Agent for execution by the Auction Agent a Broker-Dealer Agreement signed by each such Broker-Dealer. Not later than seven days five Business Days prior to any Auction Date for any series of MuniPreferred for which any change in such list of Broker-Dealers is to be effective, the Fund will Company shall notify the Auction Agent in writing of such change and, if any such change involves is the addition of a Broker-Dealer to such list, the Company shall cause to be delivered to the Auction Agent for execution by the Auction Agent a Broker-Dealer Agreement signed by such Broker- Dealer; provided, however, that if the Fund proposes to designate any Special Rate Period of any series of MuniPreferred pursuant to Section 4 of Part I of the Statement, not later than 11:00 A.M. on the Business Day next preceding the Auction next preceding the first day of such Rate Period or by such later time or date, or both, as may be agreed to by the Auction Agent, the Fund shall provide the Auction Agent with a list of the Broker-Dealers for such series and a manually signed copy of each Broker-Dealer Agreement or a new Schedule A to a Broker-Dealer Agreement (which Schedule A shall replace and supersede any previous Schedule A to such Broker-Dealer Agreement) with each Broker-Dealer for such seriesDealer. The Auction Agent and the Fund shall have entered into a Broker- Broker-Dealer Agreement with each Broker-Dealer prior to the participation of any such Broker-Dealer in any Auction. (b) In the event that any the Auction Date for any series of MuniPreferred Auction shall be changed after the Auction Agent shall have given the notice referred to in clause (vi) of paragraph (a) of the Settlement Procedures, or after the notice referred to in Section 2.5(a) hereof, if applicable, the Auction Agent, by such means as the Auction Agent reasonably deems practicable, shall give notice of such change to the Broker-Dealers for such series not later than the earlier of 9:15 A.M. a.m. on the new Auction Date or 9:15 A.M. a.m. on the old Auction Date. (c) The provisions contained in Section 4(b) of Part I of the Articles Supplementary concerning Special Dividend Periods and the notification of a Special Dividend Period will be followed by the Company and, to the extent applicable, the Auction Agent, and the provisions contained therein are incorporated herein by reference in their entirety and shall be deemed to be a part of this Agreement to the same extent as if such provisions were set forth fully herein. (d) On each Auction Date, the Auction Agent shall determine the Maximum Rate. Not later than 9:30 a.m. on each Auction Date, the Auction Agent shall notify the Company and the Broker-Dealers of the Maximum Rate. (i) The Auction Agent shall maintain a registry of the beneficial owners of the shares of MuniPreferred of each series who shall constitute Existing Holders of shares of MuniPreferred of such series the MMP Shares (the "MMP Shares Register") for purposes of Auctions and shall indicate thereon the identity of the respective Broker-Dealer of each Existing Holder, if any, on whose behalf such Broker- Dealer that submitted the most recent Order in any Auction Auction, which resulted in such Existing Holder continuing to hold or purchasing shares of MuniPreferred of purchase such series. The Auction Agent shall keep such registry current and accurate. The Fund shall provide or cause to be provided to the Auction Agent at or prior to the Date of Original Issue of the shares of MuniPreferred of each series a list of the initial Existing Holders of the shares of each such series of MuniPreferred, the number of shares purchased by each such Existing Holder and the respective Broker-Dealer of each such Existing Holder or the affiliate thereof through which each such Existing Holder purchased such shares. The Auction Agent shall advise the Fund in writing whenever the number of Existing Holders is 500 or moreMMP Shares. The Auction Agent may rely upon, consider a Broker-Dealer which has submitted an Order as conclusive evidence the Existing Holder for the purposes of the identities MMP Shares Register; provided, that the Auction Agent may request the Broker-Dealer to provide a list of its customers if in its sole discretion it determines to do so. The Auction Agent may conclusively rely upon the Existing Holders of shares of MuniPreferred of any series (A) such list, (B) information furnished to the Auction Agent by the Broker-Dealer and notices from the Securities Depository regarding the results of Auctions, (C) notices from any Broker- Dealer as described in the first sentence of Section 2.2(c)(iii) hereof and (D) the results of any procedures approved by the Fund that have been devised for the purpose of determining the identities of Existing Holders in situations where shares of MuniPreferred may have been transferred without compliance with any restriction on the transfer thereof set forth in the Auction Proceduresredemptions or mandatory tenders. (ii) In the event of any partial redemption of any series MMP Shares, upon notice by the Company to the Auction Agent of MuniPreferredsuch partial redemption (delivered at least one day prior to the date a notice of redemption is required to be mailed to the Holders of the MMP shares to be redeemed), the Auction Agent shall, promptly shall request the Securities Depository to notify the Auction Agent of the identities of the Agent Members (and the respective numbers of MMP Shares) from the accounts of which MMP Shares have been called for redemption and the person or department at such Agent Member to contact regarding such redemption. At least two Business Days prior to the next Auction for such seriespreceding the date of redemption, request each Broker-Dealer to provide the Auction Agent with a list shall request each Agent Member so identified to disclose to the Auction Agent (upon selection by such Agent Member of Persons who such Broker-Dealer believes should remain the Existing Holders after such redemption based upon inquiries of those Persons such Broker-Dealer believes whose MMP Shares are Beneficial Owners as a result of the most recent Auction and with respect to each such Person, be redeemed) the number of shares MMP Shares of MuniPreferred each such Existing Holder, if any, to be redeemed by the Company, provided that the Auction Agent has been furnished with the name and telephone number of a person or department at such series Agent Member from which it is to request such Broker-Dealer believes are owned by such Person after such redemptioninformation. In the absence of receiving any such information with respect to an Existing Holder, from any Broker-Dealersuch Existing Holder's Agent Member or otherwise, the Auction Agent may continue to treat the Persons listed in its registry of such Existing Holders Holder as the beneficial owner having ownership of the number of shares of MuniPreferred of such series MMP Shares shown in such registrythe Auction Agent's registry of Existing Holders. (iii) The Auction Agent shall be required to register a transfer of shares the ownership of MuniPreferred of any series MMP Shares from an Existing Holder of such shares of MuniPreferred only if such transfer is to another Existing Holder, or other to another Person if permitted by the FundCompany, and only if (A) such transfer is made pursuant to an Auction or (B) if such transfer is made (A) other than pursuant to an Auction, (B) the Auction Agent has been notified of such transfer in writing (I) writing, in a notice substantially in the form of Exhibit C to the Broker-Dealer Agreements Agreement, by such Existing Holder or by the Agent Member of such Existing Holder only to or through a Broker-Dealer that has entered into a Broker-Dealer Agreement with the Auction Agent and the Company or other persons as the Company permits. The Auction Agent is not required to accept any notice of such transfer or (II) delivered for an Auction unless it is received by the Auction Agent by 3:00 p.m. on the Business Day preceding the Auction. The Auction Agent shall rescind a transfer made on the registry of the Existing Holders of any MMP Shares if the Auction Agent has been notified in writing, in a notice substantially in the form of Exhibit D to the Broker-Dealer Agreements Agreement, by the Agent Member or the Broker-Dealer of any Existing Holder, Person that (i) purchased any MMP Shares and the seller failed to deliver such MMP Shares or other (ii) sold any MMP Shares and the purchaser failed to make payment to such Person if permitted by upon delivery to the Fund, that purchased or sold such shares of MuniPreferred in an Auction of the failure purchaser of such shares of MuniPreferred to be transferred as a result of such Auction or (C) pursuant to procedures approved by the Fund that have been devised for the purpose of determining the identities of Existing Holders in situations where shares of MuniPreferred may have been transferred without compliance with any restriction on the transfer thereof set forth in the Auction Procedures. The Auction Agent is not required to accept any such notice for an Auction unless it is received by the Auction Agent by 3:00 P.M. on the Business Day preceding such AuctionMMP Shares. (df) The Auction Agent may may, but shall have no obligation to, request that the Broker-Dealers, as set forth in Section 3.2(c) of the Broker-Dealer Agreements, to provide the Auction Agent with a list of Persons who their respective customers that such Broker-Dealer believes should be Existing Holders based upon inquiries of those Persons such Broker-Dealer believes Dealers believe are Beneficial Owners as a result of the most recent Auction and with respect to each such Person, the number of shares of such series of MuniPreferred such Broker-Dealer believes to be owned by such PersonMMP Shares. The Auction Agent shall keep confidential any such registry of Existing Holders information and shall not disclose the identities of the Existing Holders of any such shares of MuniPreferred information so provided to any Person other than the Fund and the relevant Broker-Dealer and the Company, provided that provided the Auction Agent reserves the right to disclose any such informationinformation if (a) it is ordered to do so by a court of competent jurisdiction or a regulatory body, judicial or quasi-judicial agency or authority having the authority to compel such disclosure, (b) it is advised by its counsel in writing that its failure to do so would be unlawful or (c) it is advised by its counsel that failure to do so could expose the Auction Agent to loss, liability, claim or damage for which it has not received indemnity or security satisfactory to it.

Preparation for Each Auction. Maintenance of Registry of Beneficial Owners. -------------------------------- (a) Not later than seven days prior to the first Auction Date for the first series of MuniPreferred subject to an AuctionOriginal Issue, the Fund company shall provide the Auction Agent with a list of the Broker-Dealers, and a manually signed copy of each Broker/Dealer Agreement. Not later than seven days prior to any Auction Date for any series of MuniPreferred Preferred Shares for which any change in such list of Broker-Dealers is to be effective, the Fund Company will notify the Auction Agent in writing of such change and, if any such change involves the addition of a Broker-Dealer to such list, shall cause to be delivered to the Auction Agent for execution by the Auction Agent a Broker-Dealer Agreement manually signed by such Broker- Broker-Dealer; provided, however, that if the Fund Company proposes to designate any Special Rate Period of any series of MuniPreferred Preferred Shares pursuant to Section 4 [4] of Part I of the StatementArticles Supplementary, not later than 11:00 A.M. on the Business Day next preceding the Auction next preceding the first day of such Rate Period or by such later time or date, or both, as may be agreed to by the Auction AgentPeriod, the Fund Company shall provide the Auction Agent with a list of the Broker-Dealers for such series and a manually signed copy of each Broker-Dealer Agreement or a new Schedule A to a Broker-Dealer Agreement (which Schedule A shall replace and supersede any previous Schedule A to such Broker-Dealer Agreement) with each Broker-Dealer for such seriesDealer. The Auction Agent and the Fund Company shall have entered into a Broker- Broker-Dealer Agreement with each Broker-Dealer prior to the participation of any such Broker-Dealer in any Auction. (b) In the event that any Auction Date for any series of MuniPreferred shall be changed after the Auction Agent shall have given the notice referred to in [clause (vi) of paragraph (a) of the Settlement Procedures], or or, after the notice referred to in Section 2.5(a) hereof, if applicable, the Auction Agent, by such means as the Auction Agent deems practicable, shall give notice of such change to the Broker-Dealers for such series not later than the earlier of 9:15 A.M. on the new Auction Date or 9:15 A.M. on the old Auction Date. (c) If the Dividend Payment Date for the Preferred Shares is adjusted as provided in Section 2(b)(ii) of Part I of the Articles Supplementary, not later than __ days prior to the first day of the Dividend Payment Date for the Preferred Shares for which such change is first to be effective, the Company shall provide the Auction Agent with a form of notice of-such change to be sent to Existing Holders by Broker- Dealers pursuant to Section 2.4 of the Broker-Dealer Agreements. The Auction Agent shall provide each Broker-Dealer with such form of notice not later than ____ days after receipt thereof from the Company. (i) The Auction Agent shall maintain a registry of the beneficial owners of the shares of MuniPreferred of each series Preferred Shares, who shall constitute Existing Holders of shares of MuniPreferred of such series for purposes of Auctions and shall indicate thereon the identity of the respective Broker-Dealer of each Existing Holder, if any, on whose behalf such Broker- Broker-Dealer submitted the most recent Order order in any Auction which resulted in such Existing Holder continuing to hold or purchasing shares of MuniPreferred of such seriesPreferred Shares. The Auction Agent shall keep such registry current and accurate. The Fund Company shall provide or cause to be provided to the Auction Agent at or prior to the Date of Original Issue of the shares of MuniPreferred of each series a list of the initial Existing Holders of the shares of each such series of MuniPreferredPreferred Shares, the number of shares purchased by each such Existing Holder and the respective Broker-Dealer of each such Existing Holder or the affiliate thereof through which each such Existing Holder purchased such shares. The Auction Agent shall advise the Fund Company in writing whenever the number of Existing Holders is 500 or more. The Auction Agent may rely upon, as conclusive evidence of the identities of the Existing Holders of shares of MuniPreferred of any series Preferred Shares (A) such list, (B) the results of Auctions, Auctions and (C) notices from any Broker- Existing Holder, the Agent Member of any Existing Holder or the Broker-Dealer of any Existing Holder as described in the first sentence of Section 2.2(c)(iii2.2 (d) hereof and (Diii) the results of any procedures approved by the Fund that have been devised for the purpose of determining the identities of Existing Holders in situations where shares of MuniPreferred may have been transferred without compliance with any restriction on the transfer thereof set forth in the Auction Procedures.hereof (ii) In the event of any partial redemption of any series of MuniPreferredPreferred Shares, the Auction Agent shall, at least two Business Days prior to the next Auction for such seriesPreferred Shares, request the Agent Member of each Broker-Dealer Existing Holder of shares of Preferred Shares to provide disclose to the Auction Agent with a list (upon selection by such Agent Member of Persons who such Broker-Dealer believes should remain the Existing Holders after such redemption based upon inquiries of those Persons such Broker-Dealer believes whose shares are Beneficial Owners as a result of the most recent Auction and with respect to each such Person, be redeemed) the number of shares of MuniPreferred Preferred Shares, if any, of such series such Broker-Dealer believes Existing Holder which are owned by such Person after subject to such redemption, provided the Auction Agent has been furnished, at least three Business Days prior to such Auction, with the name and telephone number of a person or department at such Agent Member from which it shall request such information. Upon any refusal of an Agent Member to release such information, the Auction Agent shall deliver to such Agent Member a facsimile copy of the Existing Holder's Master Purchaser's Letter, which authorizes and instructs such Agent Member to release such information to the Auction Agent. In the absence of receiving any such information with respect to an Existing Holder, from any Broker-Dealersuch Existing Holder's Agent Member or otherwise, the Auction Agent may continue to treat the Persons listed in its registry of such Existing Holders Holder as the beneficial owner of the number of shares of MuniPreferred of such series Preferred Shares shown in such the Auction Agent's registry. (iii) The Auction Agent shall be required to register a transfer of shares of MuniPreferred of any series Preferred Shares from an Existing Holder of such shares of MuniPreferred only if such transfer is to another Existing Holder, or other Person if permitted by the Fund, and only if such transfer is made to a Person that has delivered or on whose behalf has been delivered a signed Master Purchaser's Letter to the Auction Agent and if (A) such transfer is pursuant to an Auction, Auction or (B) the Auction Agent has been notified in writing (I) in a notice substantially in the form of Exhibit C E to the Broker-Dealer Agreements by a such Existing Holder, the Agent Member of such Existing Holder or the Broker-Dealer of such Existing Holder of such transfer or (II) in a notice substantially in the form of Exhibit D F to the Broker-Dealer Agreements by the Broker-Dealer of any Existing Holder, or other Person if permitted by the Fund, that purchased or sold such shares of MuniPreferred Preferred Shares in an Auction of the failure of such shares of MuniPreferred Preferred Shares to be transferred as a result of such Auction or (C) pursuant to procedures approved by the Fund that have been devised for the purpose of determining the identities of Existing Holders in situations where shares of MuniPreferred may have been transferred without compliance with any restriction on the transfer thereof set forth in the Auction ProceduresAuction. The Auction Agent is not required to accept any such notice for an Auction unless it is received by the Auction Agent by 3:00 P.M. on the Business Day preceding such Auction. (div) The Auction Agent is not required to accept the Master Purchaser's Letter of any Potential Holder who wishes to submit a Bid for the first time in an Auction or any Potential Holder or Existing Holder who wishes to amend its Master Purchaser's Letter intending that such amendment is to take effect with respect to an Auction unless such letter or amendment is received by the Auction Agent by 3:00 P.M. on the Business Day preceding such Auction. (e) The Auction Agent may request the Broker-Dealers, as set forth in the Broker-Dealer Agreements, to provide the Auction Agent with a list of Persons who their respective customers that such Broker-Dealer believes should be Dealers believe are Existing Holders based upon inquiries of those Persons such Broker-Dealer believes are Beneficial Owners as a result of the most recent Auction and with respect to each such Person, the number of shares of such series of MuniPreferred such Broker-Dealer believes to be owned by such PersonPreferred Shares. The Auction Agent shall keep confidential such registry of Existing Holders and shall not disclose the identities of the Existing Holders of such shares of MuniPreferred Preferred Shares to any Person other than the Fund Company and the Broker-Dealer that provided such information; and such information shall not be used by the Auction Agent or its officers, employees, agents or representatives for any purpose other than such purposes as are described herein. The Auction Agent shall transmit any list of customers that Broker-Dealers believe are Existing Holders of Preferred Shares and information related thereto only to its officers, employees, agents or representatives who need to know such information for the purposes of acting in accordance with this Agreement and shall use its reasonable efforts to prevent transmission of such information to others and shall cause its officers, employees, agents and representatives to abide by the foregoing confidentiality restrictions; provided, however, that the Auction Agent shall have no responsibility or liability for the actions of any of its officers, employees, agents or representatives after they have left the employ of the Auction Agent.

Preparation for Each Auction. Maintenance of Registry of Beneficial Existing ----------------------------------------------------------------- Owners. --------------------------------------- (a) Not later than seven days prior to the first Auction Date for the first series of MuniPreferred subject to an Auction, the Fund shall provide the Auction Agent with a A list of the Broker-DealersDealers is attached as Exhibit B to this Agreement. Not later than seven days prior to any Auction Date for any series of MuniPreferred for which any change in such list of Broker-Dealers is to be effective, the Fund Issuer will notify the Auction Agent and the Trustee in writing of such change. Not later than seven days prior to any Auction Date for which any change in such list of Broker-Dealers is to be effective, the Trustee will notify the Auction Agent in writing of such change andchange, and if any such change involves is the addition of a Broker-Dealer to such list, shall cause to be delivered to at the request of the Auction Agent for execution by the Auction Agent a Broker-Dealer Agreement signed by such Broker- Dealer; provided, however, that if the Fund proposes to designate any Special Rate Period of any series of MuniPreferred pursuant to Section 4 of Part I of the StatementIssuer, not later than 11:00 A.M. on the Business Day next preceding the two days prior to any Auction next preceding the first day of such Rate Period or by such later time or dateDate, or both, as may be agreed to by the Auction Agent, the Fund shall provide the Auction Agent with a list of the Broker-Dealers for such series and a manually signed copy of each enter into an additional Broker-Dealer Agreement or a new Schedule A agreements to a Broker-Dealer Agreement be used in connection with such forthcoming Auction Date. (which Schedule A shall replace and supersede any previous Schedule A to such Broker-Dealer Agreementb) with each Broker-Dealer for such series. The Auction Agent and the Fund shall have entered into a Broker- Broker-Dealer Agreement with each Broker-Dealer prior to the participation of any such Broker-Dealer in any Auction. (bc) The Auction Agent shall maintain a current registry of Broker-Dealers, compiled as described below, that are Owners of Offered Notes for the purpose of dealing with the Auction Agent inn connection with an Auction (such registry being herein called the "Existing Owner Registry"). Such persons shall constitute the Existing Owners for purposes of dealing with the Auction Agent in connection with each Auction. The Issuer shall provide to the Auction Agent only on the Issue Date a list of the initial Existing Owners of Offered Notes and the aggregate principal amount of Offered Notes held by such Existing Owners. Thereafter, the Auction Agent shall indicate in the Existing Owner Registry the aggregate principal amount of Offered Notes held by each initial Existing Owner and the identity of the respective Broker-Dealer of each Existing Owner, if any, on whose behalf such Broker-Dealer submitted the most recent Order in any Auction which resulted in such Existing Owner continuing to hold or purchasing the Offered Notes. The Auction Agent may conclusively rely upon, as evidence of the identities of the Existing Owners, (A) such Registry, (B) the results of each Auction, (C) notices from any Existing Owner, the Participant of any Existing Owner or the Broker-Dealer of any Existing Owner as described in the first sentence of Section 2.2(b)(iii) hereof and (D) the selection by the Securities Depository of the Existing Owners whose Offered Notes are to be tendered for purchase and any notices from Broker-Dealers in connection therewith. (i) The Trustee shall notify the Auction Agent when any notice of redemption of the Offered Notes is sent by the Trustee to the Securities Depository as Registered Owner of Offered Notes not later than 11:00 A.M. on the date such notice is sent. In the event the Auction Agent receives from the Trustee written notice of any partial redemption of any Offered Notes, the Auction Agent shall, at least two Business Days prior to the Redemption Date, with respect to such Offered Notes, request the Securities Depository to notify the Auction Agent of the identities of the Participants (and the respective principal amounts) from the accounts of which Offered Notes have been called for redemption and the person or department at such Participant to contact regarding such redemption and, at least one Business Day prior to the Redemption Date with respect to Offered Notes being partially redeemed, the Auction Agent shall request each Participant so identified to disclose to the Auction Agent (upon selection by such Participant of the Existing Owners whose Offered Notes are to be redeemed) the aggregate principal amount of such Offered Notes of each such Existing Owner, if any, to be redeemed by the Issuer and the respective Broker-Dealer through which said Existing Owner purchased such Offered Notes; provided the Auction Agent has been furnished with the name and telephone number of a person or department at such Participant from which it is to request such information. In the absence of receiving any such information with respect to an Existing Owner, from such Existing Owner's Participant or otherwise, the Auction Agent may continue to treat such Existing Owner as the beneficial owner of the aggregate principal amount of Offered Notes shown in the Existing Owner Registry. By the close of business on the day the Auction Agent receives any notice pursuant to this paragraph (ii), the Auction Agent shall forward the contents of such notice to the related Broker-Dealer in writing. (ii) The Auction Agent shall register in the Existing Owner Registry a transfer of Offered Notes from an Existing Owner to another person only if such transfer is made to a person through a Broker-Dealer, and if (A) such transfer is pursuant to an Auction or (B) if such transfer is made other than pursuant to an Auction, the Auction Agent has been notified in writing in a notice substantially in the form of Exhibit C to the Broker-Dealer Agreement by the Existing Owner that is the transferor, the Participant of such Existing Owner or the Broker-Dealer of such Existing Owner, of such transfer. The Auction Agent shall rescind a transfer made on the Existing Owner Registry if the Auction Agent has been notified in writing in a notice substantially in the form of Exhibit C to the Broker-Dealer Agreement by the Broker-Dealer of any person that (i) purchased any Offered Notes and the seller failed to deliver such Offered Notes or (ii) sold any Offered Notes and the purchaser failed to make payment to such person upon delivery to the purchaser of such Offered Notes. The Auction Agent is not required to accept any notice of transfer or any notice of a failure to deliver delivered prior to an Auction unless it is received by the Auction Agent by 3:00 P.M. on the Business Day next preceding the applicable Auction Date. (d) The Auction Agent may request that the Broker-Dealers, as set forth in the Broker-Dealer Agreements, provide the Auction Agent with a list of their respective customers that such Broker-Dealers believe are Existing Owners of Offered Notes and the aggregate principal amount of Offered Notes beneficially owned by each such customer for purposes of the Existing Owner Registry. Except as permitted by Section 2.10 hereof, the Auction Agent shall treat such information as it treats its own confidential information and shall not authorize disclosure of any such information so provided to any person other than the relevant Broker-Dealer, the Issuer and the Trustee, provided that the Auction Agent reserves the right to disclose any such information if it is advised by its counsel that its failure to do so would be unlawful or would subject the Auction Agent to liability for which it has not received indemnity satisfactory to it. (e) In the event that any day that is scheduled to be an Auction Date for any series of MuniPreferred shall be changed after the Auction Agent shall have given the notice referred to in clause (vi) of paragraph (a) of the Settlement Procedures, or after the notice referred to in Section 2.5(a) hereof, if applicable, the Auction Agent, by such means as the Auction Agent deems practicable, shall give notice of such change to the Broker-Dealers for such series not later than 9:15 A.M. on the earlier of 9:15 A.M. on the new Auction Date or 9:15 A.M. on the old Auction Date. (i) The Auction Agent shall maintain a registry of the beneficial owners of the shares of MuniPreferred of each series who shall constitute Existing Holders of shares of MuniPreferred of such series for purposes of Auctions and shall indicate thereon the identity of the respective Broker-Dealer of each Existing Holder, if any, on whose behalf such Broker- Dealer submitted the most recent Order in any Auction which resulted in such Existing Holder continuing to hold or purchasing shares of MuniPreferred of such series. The Auction Agent shall keep such registry current and accurate. The Fund shall provide or cause to be provided to the Auction Agent at or prior to the Date of Original Issue of the shares of MuniPreferred of each series a list of the initial Existing Holders of the shares of each such series of MuniPreferred, the number of shares purchased by each such Existing Holder and the respective Broker-Dealer of each such Existing Holder or the affiliate thereof through which each such Existing Holder purchased such shares. The Auction Agent shall advise the Fund in writing whenever the number of Existing Holders is 500 or more. The Auction Agent may rely upon, as conclusive evidence of the identities of the Existing Holders of shares of MuniPreferred of any series (A) such list, (B) the results of Auctions, (C) notices from any Broker- Dealer as described in the first sentence of Section 2.2(c)(iii) hereof and (D) the results of any procedures approved by the Fund that have been devised for the purpose of determining the identities of Existing Holders in situations where shares of MuniPreferred may have been transferred without compliance with any restriction on the transfer thereof set forth in the Auction Procedures. (ii) In the event of any partial redemption of any series of MuniPreferred, the Auction Agent shall, at least two Business Days prior to the next Auction for such series, request each Broker-Dealer to provide the Auction Agent with a list of Persons who such Broker-Dealer believes should remain Existing Holders after such redemption based upon inquiries of those Persons such Broker-Dealer believes are Beneficial Owners as a result of the most recent Auction and with respect to each such Person, the number of shares of MuniPreferred of such series such Broker-Dealer believes are owned by such Person after such redemption. In the absence of receiving any such information from any Broker-Dealer, the Auction Agent may continue to treat the Persons listed in its registry of Existing Holders as the beneficial owner of the number of shares of MuniPreferred of such series shown in such registry. (iii) The Auction Agent shall be required to register a transfer of shares of MuniPreferred of any series from an Existing Holder of such shares of MuniPreferred only if such transfer is to another Existing Holder, or other Person if permitted by the Fund, and only if such transfer is made (A) pursuant to an Auction, (B) the Auction Agent has been notified in writing (I) in a notice substantially in the form of Exhibit C to the Broker-Dealer Agreements by a Broker-Dealer of such transfer or (II) in a notice substantially in the form of Exhibit D to the Broker-Dealer Agreements by the Broker-Dealer of any Existing Holder, or other Person if permitted by the Fund, that purchased or sold such shares of MuniPreferred in an Auction of the failure of such shares of MuniPreferred to be transferred as a result of such Auction or (C) pursuant to procedures approved by the Fund that have been devised for the purpose of determining the identities of Existing Holders in situations where shares of MuniPreferred may have been transferred without compliance with any restriction on the transfer thereof set forth in the Auction Procedures. The Auction Agent is not required to accept any such notice for an Auction unless it is received by the Auction Agent by 3:00 P.M. on the Business Day preceding such Auction. (d) The Auction Agent may request the Broker-Dealers, as set forth in the Broker-Dealer Agreements, to provide the Auction Agent with a list of Persons who such Broker-Dealer believes should be Existing Holders based upon inquiries of those Persons such Broker-Dealer believes are Beneficial Owners as a result of the most recent Auction and with respect to each such Person, the number of shares of such series of MuniPreferred such Broker-Dealer believes to be owned by such Person. The Auction Agent shall keep confidential such registry of Existing Holders and shall not disclose the identities of the Existing Holders of such shares of MuniPreferred to any Person other than the Fund and the Broker-Dealer that provided such information.

Preparation for Each Auction. Maintenance of Registry of Beneficial Owners. -------------------------------- (a) Not later than seven days prior to the first Auction Date for the first series of MuniPreferred subject to an AuctionOriginal Issue, the Fund company shall provide the Auction Agent with a list of the Broker-Dealers, and a manually signed copy of each Broker/Dealer Agreement. Not later than seven days prior to any Auction Date for any series of MuniPreferred Preferred Shares for which any change in such list of Broker-Dealers is to be effective, the Fund Company will notify the Auction Agent in writing of such change and, if any such change involves the addition of a Broker-Dealer to such list, shall cause to be delivered to the Auction Agent for execution by the Auction Agent a Broker-Dealer Agreement manually signed by such Broker- Broker-Dealer; provided, however, that if the Fund Company proposes to designate any Special Rate Period of any series of MuniPreferred Preferred Shares pursuant to Section 4 [4] of Part I of the StatementArticles Supplementary, not later than 11:00 A.M. on the Business Day next preceding the Auction next preceding the first day of such Rate Period or by such later time or date, or both, as may be agreed to by the Auction AgentPeriod, the Fund Company shall provide the Auction Agent with a list of the Broker-Dealers for such series and a manually signed copy of each Broker-Dealer Agreement or a new Schedule A to a Broker-Dealer Agreement (which Schedule A shall replace and supersede any previous Schedule A to such Broker-Dealer Agreement) with each Broker-Dealer for such seriesDealer. The Auction Agent and the Fund Company shall have entered into a Broker- Broker-Dealer Agreement with each Broker-Dealer prior to the participation of any such Broker-Dealer in any Auction. (b) In the event that any Auction Date for any series of MuniPreferred shall be changed after the Auction Agent shall have given the notice referred to in [clause (vi) of paragraph (a) of the Settlement Procedures], or or, after the notice referred to in Section 2.5(a) hereof, if applicable, the Auction Agent, by such means as the Auction Agent deems practicable, shall give notice of such change to the Broker-Dealers for such series not later than the earlier of 9:15 A.M. on the new Auction Date or 9:15 A.M. on the old Auction Date. (c) If the Dividend Payment Date for the Preferred Shares is adjusted as provided in Section 2(b)(ii) of Part I of the Articles Supplementary, not later than three days prior to the first day of the Dividend Payment Date for the Preferred Shares for which such change is first to be effective, the Company shall provide the Auction Agent with a form of notice of such change to be sent to Existing Holders by Broker- Dealers pursuant to Section 2.4 of the Broker-Dealer Agreements. The Auction Agent shall provide each Broker-Dealer with such form of notice not later than two days after receipt thereof from the Company. (i) The Auction Agent shall maintain a registry of the beneficial owners of the shares of MuniPreferred of each series Preferred Shares, who shall constitute Existing Holders of shares of MuniPreferred of such series for purposes of Auctions and shall indicate thereon the identity of the respective Broker-Dealer of each Existing Holder, if any, on whose behalf such Broker- Broker-Dealer submitted the most recent Order order in any Auction which resulted in such Existing Holder continuing to hold or purchasing shares of MuniPreferred of such seriesPreferred Shares. The Auction Agent shall keep such registry current and accurate. The Fund Company shall provide or cause to be provided to the Auction Agent at or prior to the Date of Original Issue of the shares of MuniPreferred of each series a list of the initial Existing Holders of the shares of each such series of MuniPreferredPreferred Shares, the number of shares purchased by each such Existing Holder and the respective Broker-Dealer of each such Existing Holder or the affiliate thereof through which each such Existing Holder purchased such shares. The Auction Agent shall advise the Fund in writing whenever the number of Existing Holders is 500 or more. The Auction Agent may rely upon, as conclusive evidence of the identities of the Existing Holders of shares of MuniPreferred of any series (A) such list, (B) the results of Auctions, (C) notices from any Broker- Dealer as described in the first sentence of Section 2.2(c)(iii) hereof and (D) the results of any procedures approved by the Fund that have been devised for the purpose of determining the identities of Existing Holders in situations where shares of MuniPreferred may have been transferred without compliance with any restriction on the transfer thereof set forth in the Auction Procedures. (ii) In the event of any partial redemption of any series of MuniPreferredPreferred Shares, the Auction Agent shall, at least two Business Days prior to the next Auction for such seriesPreferred Shares, request the Agent Member of each Broker-Dealer Existing Holder of shares of Preferred Shares to provide disclose to the Auction Agent with a list (upon selection by such Agent Member of Persons who such Broker-Dealer believes should remain the Existing Holders after such redemption based upon inquiries of those Persons such Broker-Dealer believes whose shares are Beneficial Owners as a result of the most recent Auction and with respect to each such Person, be redeemed) the number of shares of MuniPreferred Preferred Shares, if any, of such series such Broker-Dealer believes Existing Holder which are owned by such Person after subject to such redemption, provided the Auction Agent has been furnished, at least three Business Days prior to such Auction, with the name and telephone number of a person or department at such Agent Member from which it shall request such information. Upon any refusal of an Agent Member to release such information, the Auction Agent shall deliver to such Agent Member a facsimile copy of the Existing Holder's Master Purchaser's Letter, which authorizes and instructs such Agent Member to release such information to the Auction Agent. In the absence of receiving any such information with respect to an Existing Holder, from any Broker-Dealersuch Existing Holder's Agent Member or otherwise, the Auction Agent may continue to treat the Persons listed in its registry of such Existing Holders Holder as the beneficial owner of the number of shares of MuniPreferred of such series Preferred Shares shown in such the Auction Agent's registry. (iii) The Auction Agent shall be required to register a transfer of shares of MuniPreferred of any series Preferred Shares from an Existing Holder of such shares of MuniPreferred only if such transfer is to another Existing Holder, or other Person if permitted by the Fund, and only if such transfer is made to a Person that has delivered or on whose behalf has been delivered a signed Master Purchaser's Letter to the Auction Agent and if (A) such transfer is pursuant to an Auction, Auction or (B) the Auction Agent has been notified in writing (I) in a notice substantially in the form of Exhibit C E to the Broker-Dealer Agreements by a such Existing Holder, the Agent Member of such Existing Holder or the Broker-Dealer of such Existing Holder of such transfer or (II) in a notice substantially in the form of Exhibit D F to the Broker-Dealer Agreements by the Broker-Dealer of any Existing Holder, or other Person if permitted by the Fund, that purchased or sold such shares of MuniPreferred Preferred Shares in an Auction of the failure of such shares of MuniPreferred Preferred Shares to be transferred as a result of such Auction or (C) pursuant to procedures approved by the Fund that have been devised for the purpose of determining the identities of Existing Holders in situations where shares of MuniPreferred may have been transferred without compliance with any restriction on the transfer thereof set forth in the Auction ProceduresAuction. The Auction Agent is not required to accept any such notice for an Auction unless it is received by the Auction Agent by 3:00 P.M. on the Business Day preceding such Auction. (div) The Auction Agent is not required to accept the Master Purchaser's Letter of any Potential Holder who wishes to submit a Bid for the first time in an Auction or any Potential Holder or Existing Holder who wishes to amend its Master Purchaser's Letter intending that such amendment is to take effect with respect to an Auction unless such letter or amendment is received by the Auction Agent by 3:00 P.M. on the Business Day preceding such Auction. (e) The Auction Agent may request the Broker-Dealers, as set forth in the Broker-Dealer Agreements, to provide the Auction Agent with a list of Persons who their respective customers that such Broker-Dealer believes should be Dealers believe are Existing Holders based upon inquiries of those Persons such Broker-Dealer believes are Beneficial Owners as a result of the most recent Auction and with respect to each such Person, the number of shares of such series of MuniPreferred such Broker-Dealer believes to be owned by such PersonPreferred Shares. The Auction Agent shall keep confidential such registry of Existing Holders and shall not disclose the identities of the Existing Holders of such shares of MuniPreferred Preferred Shares to any Person other than the Fund Company and the Broker-Dealer that provided such information; and such information shall not be used by the Auction Agent or its officers, employees, agents or representatives for any purpose other than such purposes as are described herein. The Auction Agent shall transmit any list of customers that Broker-Dealers believe are Existing Holders of Preferred Shares and information related thereto only to its officers, employees, agents or representatives who need to know such information for the purposes of acting in accordance with this Agreement and shall use its reasonable efforts to prevent transmission of such information to others and shall cause its officers, employees, agents and representatives to abide by the foregoing confidentiality restrictions; provided, however, that the Auction Agent shall have no responsibility or liability for the actions of any of its officers, employees, agents or representatives after they have left the employ of the Auction Agent.

Preparation for Each Auction. Maintenance of Registry of Beneficial Owners. -------------------------------- (a) Not later than seven days prior to the first 9:30 a.m. on each Auction Date for the first series of MuniPreferred subject to an AuctionDate, the Fund shall provide the Auction Agent with a list of shall notify the Broker-Dealers. Not later than seven days prior to any Auction Date for any series Dealer by telephone of MuniPreferred for which any change in such list of Broker-Dealers is to be effectivethe All Hold Rate, the Fund will notify Maximum Rate, the Auction Agent Net Loan Rate and the Applicable LIBOR Rate used in writing determining such rates, provided, with respect to notification of such change andthe Net Loan Rate, if any such change involves the addition of a Broker-Dealer to such list, Administrator shall cause to be delivered have communicated to the Auction Agent for execution the components of the Net Loan Rate as required by the Auction Agent a Broker-Dealer Agreement signed by such Broker- Dealer; provided, however, that if the Fund proposes to designate any Special Rate Period of any series of MuniPreferred pursuant to Section 4 of Part I of the Statement, not later than 11:00 A.M. on the Business Day next preceding the Auction next preceding the first day of such Rate Period or by such later time or date, or both, as may be agreed to by the Auction Agent, the Fund shall provide the Auction Agent with a list of the Broker-Dealers for such series and a manually signed copy of each Broker-Dealer Agreement or a new Schedule A to a Broker-Dealer Agreement (which Schedule A shall replace and supersede any previous Schedule A to such Broker-Dealer Agreement) with each Broker-Dealer for such series. The Auction Agent and the Fund shall have entered into a Broker- Dealer Agreement with each Broker-Dealer prior to the participation of any such Broker-Dealer in any AuctionIndenture. (b) In the event that any day that is scheduled to be an Auction Date for any series of MuniPreferred shall be changed after the Auction Agent shall have given the notice referred of such Auction Date pursuant to in clause (vivii) of paragraph (a) of the Settlement Procedures, or after the notice referred to in Section 2.5(a) hereof, if applicable, the Auction Agent, by such means as the Auction Agent deems practicable, shall give notice of such change to the Broker-Dealers for such series Dealer not later than the earlier of 9:15 A.M. a.m. on the new Auction Date or and 9:15 A.M. a.m. on the old Auction Date. Thereafter, the Broker-Dealer shall use its best efforts to promptly notify its customers who are Existing Owners of such change in the Auction Date. (ic) The Auction Agent shall maintain a registry From time to time upon request of the beneficial owners of Auction Agent, the shares of MuniPreferred of each series who shall constitute Existing Holders of shares of MuniPreferred of such series for purposes of Auctions and shall indicate thereon the identity of the respective Broker-Dealer of each Existing Holder, if any, on whose behalf such Broker- Dealer submitted the most recent Order in any Auction which resulted in such Existing Holder continuing to hold or purchasing shares of MuniPreferred of such series. The Auction Agent shall keep such registry current and accurate. The Fund shall provide or cause to be provided to the Auction Agent at or prior to the Date of Original Issue of the shares of MuniPreferred of each series a list of the initial Existing Holders of the shares of each such series of MuniPreferred, the number of shares purchased by each such Existing Holder and the respective Broker-Dealer of each such Existing Holder or the affiliate thereof through which each such Existing Holder purchased such shares. The Auction Agent shall advise the Fund in writing whenever the number of Existing Holders is 500 or more. The Auction Agent may rely upon, as conclusive evidence of the identities of the Existing Holders of shares of MuniPreferred of any series (A) such list, (B) the results of Auctions, (C) notices from any Broker- Dealer as described in the first sentence of Section 2.2(c)(iii) hereof and (D) the results of any procedures approved by the Fund that have been devised for the purpose of determining the identities of Existing Holders in situations where shares of MuniPreferred may have been transferred without compliance with any restriction on the transfer thereof set forth in the Auction Procedures. (ii) In the event of any partial redemption of any series of MuniPreferred, the Auction Agent shall, at least two Business Days prior to the next Auction for such series, request each Broker-Dealer to provide the Auction Agent with a list statement of Persons who such the aggregate amount of each Series of Auction Rate Notes held by the Broker-Dealer believes should remain as an Existing Holders after such redemption based upon inquiries Owner for its own account or otherwise, as well as with a list of those Persons such the Broker-Dealer's customers that the Broker-Dealer believes are Beneficial Existing Owners as a result of any Series of the most recent Auction Rate Notes (listed by Series) and with respect to each such Person, the number of shares of MuniPreferred of such series such aggregate principal 3 Broker-Dealer believes are Agreement (Xxxxx) amount of each Series of Auction Rate Notes beneficially owned by each such Person after such redemptioncustomer. In Except as permitted by Section 2.10 of the absence of receiving Auction Agent Agreement, the Auction Agent shall keep confidential any such information from and shall not disclose any such information so provided to any Person other than the Broker-Dealer, the Issuer and the Indenture Trustee, provided that the Auction Agent may continue reserves the right to treat disclose any such information if it is advised by its counsel that its failure to do so would be unlawful or would expose the Persons listed in its registry of Existing Holders as Auction Agent to liability, loss, claim or damage for which the beneficial owner of the number of shares of MuniPreferred of such series shown in such registry. (iii) Auction Agent has not previously received indemnity reasonably satisfactory to it. The Auction Agent shall be required to register a transfer of shares of MuniPreferred of any series from an Existing Holder of such shares of MuniPreferred only if such transfer is to another Existing Holder, or other Person if permitted by the Fund, and only if such transfer is made (A) pursuant to an Auction, (B) the Auction Agent has been notified in writing (I) in a notice substantially in the form of Exhibit C to notify the Broker-Dealer Agreements by a Broker-Dealer of such transfer or (II) in a notice substantially in Dealer, the form of Exhibit D to Issuer and the Broker-Dealer Agreements by the Broker-Dealer Indenture Trustee promptly upon receipt of any Existing Holder, request or other Person if permitted by the Fund, that purchased or sold demand to disclose such shares of MuniPreferred in an Auction of the failure of such shares of MuniPreferred to be transferred as a result of such Auction or (C) pursuant to procedures approved by the Fund that have been devised for the purpose of determining the identities of Existing Holders in situations where shares of MuniPreferred may have been transferred without compliance information and shall cooperate with any restriction on the transfer thereof set forth in the Auction Procedures. The Auction Agent is not required to accept any such notice for an Auction unless it is received by the Auction Agent by 3:00 P.M. on the Business Day preceding such Auctionparty seeking a protective order or similar relief. (d) The Auction Agent may request shall send by telecopy or other means a copy of any Notice of Notes Outstanding, in substantially the Broker-Dealersform of Exhibit C to the Auction Agent Agreement, as set forth in received from the Indenture Trustee to the Broker-Dealer Agreements, to provide the Auction Agent in accordance with a list of Persons who such Broker-Dealer believes should be Existing Holders based upon inquiries of those Persons such Broker-Dealer believes are Beneficial Owners as a result of the most recent Auction and with respect to each such Person, the number of shares of such series of MuniPreferred such Broker-Dealer believes to be owned by such Person. The Auction Agent shall keep confidential such registry of Existing Holders and shall not disclose the identities of the Existing Holders of such shares of MuniPreferred to any Person other than the Fund and the Broker-Dealer that provided such informationSection 4.3 hereof.

Preparation for Each Auction. Maintenance of Registry of Beneficial OwnersExisting ----------------------------------------------------------------- Holders. ---------------------------------------- (a) Not later than seven days prior to As of the first Auction Date for the first series of MuniPreferred subject to an Auctiondate hereof, the Fund shall provide the Auction Agent with a list of the Broker-DealersDealers previously approved by the Auction Agent and shall cause to be delivered to the Auction Agent for execution by the Auction Agent a Broker-Dealer Agreement signed by each such Broker-Dealer. The Auction Agent shall keep such list current and accurate and shall indicate thereon, or on a separate list, the identity of each Existing Holder, if any, whose most recent Order was submitted by a Broker-Dealer on such list and resulted in such Existing Holder continuing to hold or purchase Preferred Shares. Not later than seven days five Business Days prior to any Auction Date for any series of MuniPreferred for which any change in such list of Broker-Dealers is to be effective, the Fund will shall notify the Auction Agent in writing of such change and, if any such change involves is the addition of a Broker-Broker- Dealer to such list, the Fund shall cause to be delivered to the Auction Agent for execution by the Auction Agent a Broker-Dealer Agreement signed by such Broker- Dealer; provided, however, that if the Fund proposes to designate any Special Rate Period of any series of MuniPreferred pursuant to Section 4 of Part I of the Statement, not later than 11:00 A.M. on the Business Day next preceding the Auction next preceding the first day of such Rate Period or by such later time or date, or both, as may be agreed to by the Auction Agent, the Fund shall provide the Auction Agent with a list of the Broker-Dealers for such series and a manually signed copy of each Broker-Dealer Agreement or a new Schedule A to a Broker-Dealer Agreement (which Schedule A shall replace and supersede any previous Schedule A to such Broker-Dealer Agreement) with each Broker-Dealer for such seriesDealer. The Auction Agent and the Fund shall have entered into a Broker- Broker-Dealer Agreement with each Broker-Dealer prior to the participation of any such Broker-Broker- Dealer in any Auction. (b) In the event that any the Auction Date for any series of MuniPreferred Auction shall be changed after the Auction Agent shall have given the notice referred to in clause (vi) of paragraph (a) of the Settlement Procedures, or after the notice referred to in Section 2.5(a) hereof, if applicablenotice, the Auction Agent, by such means as the Auction Agent deems practicable, shall give notice of such change to the Broker-Dealers for such series not later than the earlier of 9:15 A.M. a.m. on the new Auction Date or 9:15 A.M. a.m. on the old Auction Date. (c) The provisions contained in Section 3 of Part I of the Articles Supplementary concerning Special Dividend Periods and the notification of a Special Dividend Period will be followed by the Fund and, to the extent applicable, the Auction Agent, and the provisions contained therein are incorporated herein by reference in their entirety and shall be deemed to be a part of this Agreement to the same extent as if such provisions were set forth fully herein. (i) On each Auction Date, the Auction Agent shall determine the initial dividend rate and the Maximum Rate. If the initial dividend rate is not quoted on an interest basis but is quoted on a discount basis, the Auction Agent shall convert the quoted rate to an Interest Equivalent; or, if the rate obtained by the Auction Agent is not quoted on an interest or discount basis, the Auction Agent shall convert the quoted rate to an interest rate after consultation with the Fund as to the method of such conversion. Not later than 9:30 a.m. on each Auction Date, the Auction Agent shall notify the Fund and the Broker-Dealers of the initial dividend rate so determined and of the Maximum Rate. (ii) If the initial dividend rate is the applicable "AA" Financial Composite Commercial Paper Rate and such rate is to be based on rates supplied by Commercial Paper Dealers and one or more of the Commercial Paper Dealers shall not provide a quotation for the determination of the applicable "AA" Financial Composite Commercial Paper Rate, the Auction Agent immediately shall notify the Fund so that the Fund can determine whether to select a substitute Commercial Paper Dealer or substitute Commercial Paper Dealers to provide the quotation or quotations not being supplied by any Commercial Paper Dealer or Commercial Paper Dealers. The Fund promptly shall advise the Auction Agent of any such selection. If the Fund does not select any such substitute Commercial Paper Dealer or substitute Commercial Paper Dealers, then the rates shall be supplied by the remaining Commercial Paper Dealer or Commercial Paper Dealers. (i) The Auction Agent shall maintain a current registry of the beneficial owners of the shares of MuniPreferred of each series who shall constitute Existing Holders of shares of MuniPreferred of such series the Preferred Shares for purposes of Auctions and shall indicate thereon the identity of the respective Broker-Dealer of each Existing Holder, if any, on whose behalf such Broker- Dealer submitted the most recent Order in any Auction which resulted in such Existing Holder continuing to hold or purchasing shares of MuniPreferred of such series. The Auction Agent shall keep such registry current and accurateindividual Auction. The Fund shall use commercially reasonable efforts to provide or cause to be provided to the Auction Agent at or prior to within ten Business Days following the Date of Original Issue date of the shares of MuniPreferred of each series Closing a list of the initial Existing Holders of the shares of each such series of MuniPreferredPreferred Shares, the number of shares purchased by each such Existing Holder and the respective Broker-Dealer of each such Existing Holder or the affiliate thereof through which each such Existing Holder purchased such shares. The Auction Agent shall advise the Fund in writing whenever the number of Existing Holders is 500 or more. The Auction Agent may rely upon, as conclusive evidence of the identities of the Existing Holders of shares of MuniPreferred of any series (A) Holders, such list, (B) the results of Auctions, (C) each Auction and notices from any Broker- Dealer as described in Existing Holder, the first sentence of Section 2.2(c)(iii) hereof and (D) the results Agent Member of any procedures approved by Existing Holder or the Fund that have been devised for the purpose Broker-Dealer of determining the identities any Existing Holder with respect to such Existing Holder's transfer of Existing Holders in situations where shares of MuniPreferred may have been transferred without compliance with any restriction on the transfer thereof set forth in the Auction ProceduresPreferred Shares to another Person. (ii) In the event of any partial redemption of any series Preferred Shares, upon notice by the Fund to the Auction Agent of MuniPreferredsuch partial redemption, the Auction Agent shall, promptly shall request the Securities Depository to notify the Auction Agent of the identities of the Agent Members (and the respective numbers of shares) from the accounts of which shares have been called for redemption and the person or department at such Agent Member to contact regarding such redemption. At least two Business Days prior to the next Auction for such seriespreceding the date of redemption, request each Broker-Dealer to provide the Auction Agent with a list shall request each Agent Member so identified to disclose to the Auction Agent (upon selection by such Agent Member of Persons who such Broker-Dealer believes should remain the Existing Holders after such redemption based upon inquiries of those Persons such Broker-Dealer believes whose shares are Beneficial Owners as a result of the most recent Auction and with respect to each such Person, be redeemed) the number of shares Preferred Shares of MuniPreferred each such Existing Holder, if any, to be redeemed by the Fund, provided that the Auction Agent has been furnished with the name and telephone number of a person or department at such series Agent Member from which it is to request such Broker-Dealer believes are owned by such Person after such redemptioninformation. In the absence of receiving any such information with respect to an Existing Holder, from any Broker-Dealersuch Existing Holder's Agent Member or otherwise, the Auction Agent may continue to treat the Persons listed in its registry of such Existing Holders Holder as the beneficial owner having ownership of the number of shares of MuniPreferred of such series Preferred Shares shown in such registrythe Auction Agent's registry of Existing Holders. (iii) The Auction Agent shall be required to register a transfer of shares the ownership of MuniPreferred of any series Preferred Shares from an Existing Holder of such shares of MuniPreferred only if such transfer is to another Existing Holder, or other to another Person if permitted by the Fund, and only if (A) such transfer is made pursuant to an Auction or (B) if such transfer is made (A) other than pursuant to an Auction, (B) the Auction Agent has been notified of such transfer in writing, in a notice substantially in the form of Exhibit B to the Broker-Dealer Agreement, by such Existing Holder or by the Agent Member of such Existing Holder. The Auction Agent is not required to accept any notice of transfer delivered for an Auction unless it is received by the Auction Agent by 12:00 noon of the Dividend Payment Date. The Auction Agent shall rescind a transfer made on the registry of the Existing Holders of any Preferred Shares if the Auction Agent has been notified in writing (I) writing, in a notice substantially in the form of Exhibit C to the Broker-Dealer Agreements Agreement, by a Broker-Dealer of such transfer the Agent Member or (II) in a notice substantially in the form of Exhibit D to the Broker-Dealer Agreements by the Broker-Dealer of any Existing Holder, or other Person if permitted by that (i) purchased any Preferred Shares and the Fund, that purchased or sold seller failed to deliver such shares of MuniPreferred in an Auction of or (ii) sold any Preferred Shares and the failure purchaser failed to make payment to such Person upon delivery to the purchaser of such shares of MuniPreferred to be transferred as a result of such Auction or (C) pursuant to procedures approved by the Fund that have been devised for the purpose of determining the identities of Existing Holders in situations where shares of MuniPreferred may have been transferred without compliance with any restriction on the transfer thereof set forth in the Auction Procedures. The Auction Agent is not required to accept any such notice for an Auction unless it is received by the Auction Agent by 3:00 P.M. on the Business Day preceding such Auctionshares. (df) The Auction Agent may request that the Broker-Broker Dealers, as set forth in Section 3.2(b) of the Broker-Dealer Agreements, to provide the Auction Agent with a list of Persons who their respective customers that such Broker-Dealer believes should be Existing Holders based upon inquiries of those Persons such Broker-Dealer believes Dealers believe are Beneficial Owners as a result of the most recent Auction and with respect to each such Person, the number of shares of such series of MuniPreferred such Broker-Dealer believes to be owned by such PersonPreferred Shares. The Auction Agent shall keep confidential any such registry of Existing Holders information and shall not disclose the identities of the Existing Holders of any such shares of MuniPreferred information so provided to any Person other than the Fund and the relevant Broker-Dealer and the Fund, provided that provided the Auction Agent reserves the right to disclose any such informationinformation if it is advised by its counsel that its failure to do so would be unlawful.

Preparation for Each Auction. Maintenance of Registry of Beneficial OwnersExisting ----------------------------------------------------------------- Holders. ---------------------------------------- (a) Not later than seven days prior to As of the first Auction Date for the first series of MuniPreferred subject to an Auctiondate hereof, the Fund shall provide the Auction Agent with a list of the Broker-DealersDealers previously approved by the Auction Agent and shall cause to be delivered to the Auction Agent for execution by the Auction Agent a Broker-Dealer Agreement signed by each such Broker-Dealer. The Auction Agent shall keep such list current and accurate and shall indicate thereon, or on a separate list, the identity of each Existing Holder, if any, whose most recent Order was submitted by a Broker-Dealer on such list and resulted in such Existing Holder continuing to hold or purchase Preferred Shares. Not later than seven days five Business Days prior to any Auction Date for any series of MuniPreferred for which any change in such list of Broker-Dealers is to be effective, the Fund will shall notify the Auction Agent in writing of such change and, if any such change involves is the addition of a Broker-Broker- Dealer to such list, the Fund shall cause to be delivered to the Auction Agent for execution by the Auction Agent a Broker-Dealer Agreement signed by such Broker- Dealer; provided, however, that if the Fund proposes to designate any Special Rate Period of any series of MuniPreferred pursuant to Section 4 of Part I of the Statement, not later than 11:00 A.M. on the Business Day next preceding the Auction next preceding the first day of such Rate Period or by such later time or date, or both, as may be agreed to by the Auction Agent, the Fund shall provide the Auction Agent with a list of the Broker-Dealers for such series and a manually signed copy of each Broker-Dealer Agreement or a new Schedule A to a Broker-Dealer Agreement (which Schedule A shall replace and supersede any previous Schedule A to such Broker-Dealer Agreement) with each Broker-Dealer for such seriesDealer. The Auction Agent and the Fund shall have entered into a Broker- Broker-Dealer Agreement with each Broker-Dealer prior to the participation of any such Broker-Broker- Dealer in any Auction. (b) In the event that any the Auction Date for any series of MuniPreferred Auction shall be changed after the Auction Agent shall have given the notice referred to in clause (vivii) of paragraph (a) of the Settlement Procedures, or after the notice referred to in Section 2.5(a) hereof, if applicable, the Auction Agent, by such means as the Auction Agent deems practicable, shall give notice of such change to the Broker-Dealers for such series not later than the earlier of 9:15 A.M. a.m. on the new Auction Date or 9:15 A.M. a.m. on the old Auction Date. (c) The provisions contained in Section 11.2 of the Amended and Restated Bylaws concerning Special Dividend Periods and the notification of a Special Dividend Period will be followed by the Fund and, to the extent applicable, the Auction Agent, and the provisions contained therein are incorporated herein by reference in their entirety and shall be deemed to be a part of this Agreement to the same extent as if such provisions were set forth fully herein. (i) On each Auction Date, the Auction Agent shall determine the Maximum Applicable Rate. Not later than 9:30 a.m. on each Auction Date, the Auction Agent shall notify the Fund and the Broker-Dealers of the Maximum Applicable Rate. (ii) If the Reference Rate is the applicable "AA" Composite Commercial Paper Rate and such rate is to be based on rates supplied by Commercial Paper Dealers and one or more of the Commercial Paper Dealers shall not provide a quotation for the determination of the applicable "AA" Financial Composite Commercial Paper Rate, the Auction Agent immediately shall notify the Fund so that the Fund can determine whether to select a substitute Commercial Paper Dealer or substitute Commercial Paper Dealers to provide the quotation or quotations not being supplied by any Commercial Paper Dealer or Commercial Paper Dealers. The Fund promptly shall advise the Auction Agent of any such selection. If the Fund does not select any such substitute Commercial Paper Dealer or substitute Commercial Paper Dealers, then the rates shall be supplied by the remaining Commercial Paper Dealer or Commercial Paper Dealers. (i) The Auction Agent shall maintain a current registry of the beneficial owners of the shares of MuniPreferred of each series who shall constitute Existing Holders of shares of MuniPreferred of such series the Preferred Shares for purposes of Auctions and shall indicate thereon the identity of the respective Broker-Dealer of each Existing Holder, if any, on whose behalf such Broker- Dealer submitted the most recent Order in any Auction which resulted in such Existing Holder continuing to hold or purchasing shares of MuniPreferred of such series. The Auction Agent shall keep such registry current and accurateindividual Auction. The Fund shall use commercially reasonable efforts to provide or cause to be provided to the Auction Agent at or prior to within ten Business Days following the Date of Original Issue date of the shares of MuniPreferred of each series Closing a list of the initial Existing Holders of the shares of each such series of MuniPreferredPreferred Shares, the number of shares purchased by each such Existing Holder and the respective Broker-Dealer of each such Existing Holder or the affiliate thereof through which each such Existing Holder purchased such shares. The Auction Agent shall advise the Fund in writing whenever the number of Existing Holders is 500 or more. The Auction Agent may rely upon, as conclusive evidence of the identities of the Existing Holders of shares of MuniPreferred of any series (A) Holders, such list, (B) the results of Auctions, (C) each Auction and notices from any Broker- Dealer as described in Existing Holder, the first sentence of Section 2.2(c)(iii) hereof and (D) the results Agent Member of any procedures approved by Existing Holder or the Fund that have been devised for the purpose Broker-Dealer of determining the identities any Existing Holder with respect to such Existing Holder's transfer of Existing Holders in situations where shares of MuniPreferred may have been transferred without compliance with any restriction on the transfer thereof set forth in the Auction ProceduresPreferred Shares to another Person. (ii) In the event of any partial redemption of any series Preferred Shares, upon notice by the Fund to the Auction Agent of MuniPreferredsuch partial redemption, the Auction Agent shall, promptly shall request the Securities Depository to notify the Auction Agent of the identities of the Agent Members (and the respective numbers of shares) from the accounts of which shares have been called for redemption and the person or department at such Agent Member to contact regarding such redemption. At least two Business Days prior to the next Auction for such seriespreceding the date of redemption, request each Broker-Dealer to provide the Auction Agent with a list shall request each Agent Member so identified to disclose to the Auction Agent (upon selection by such Agent Member of Persons who such Broker-Dealer believes should remain the Existing Holders after such redemption based upon inquiries of those Persons such Broker-Dealer believes whose shares are Beneficial Owners as a result of the most recent Auction and with respect to each such Person, be redeemed) the number of shares Preferred Shares of MuniPreferred each such Existing Holder, if any, to be redeemed by the Fund, provided that the Auction Agent has been furnished with the name and telephone number of a person or department at such series Agent Member from which it is to request such Broker-Dealer believes are owned by such Person after such redemptioninformation. In the absence of receiving any such information with respect to an Existing Holder, from any Broker-Dealersuch Existing Holder's Agent Member or otherwise, the Auction Agent may continue to treat the Persons listed in its registry of such Existing Holders Holder as the beneficial owner having ownership of the number of shares of MuniPreferred of such series Preferred Shares shown in such registrythe Auction Agent's registry of Existing Holders. (iii) The Auction Agent shall be required to register a transfer of shares the ownership of MuniPreferred of any series Preferred Shares from an Existing Holder of such shares of MuniPreferred only if such transfer is to another Existing Holder, or other to another Person if permitted by the Fund, and only if (A) such transfer is made pursuant to an Auction or (B) if such transfer is made (A) other than pursuant to an Auction, (B) the Auction Agent has been notified of such transfer in writing (I) writing, in a notice substantially in the form of Exhibit C to the Broker-Dealer Agreements Agreement, by a Broker-Dealer such Existing Holder or by the Agent Member of such Existing Holder. The Auction Agent is not required to accept any notice of transfer or (II) delivered for an Auction unless it is received by the Auction Agent by 12:00 noon of the Dividend Payment Date. The Auction Agent shall rescind a transfer made on the registry of the Existing Holders of any Preferred Shares if the Auction Agent has been notified in writing, in a notice substantially in the form of Exhibit D to the Broker-Broker- Dealer Agreements Agreement, by the Agent Member or the Broker-Dealer of any Existing Holder, or other Person if permitted by that (i) purchased any Preferred Shares and the Fund, that purchased or sold seller failed to deliver such shares of MuniPreferred in an Auction of or (ii) sold any Preferred Shares and the failure purchaser failed to make payment to such Person upon delivery to the purchaser of such shares of MuniPreferred to be transferred as a result of such Auction or (C) pursuant to procedures approved by the Fund that have been devised for the purpose of determining the identities of Existing Holders in situations where shares of MuniPreferred may have been transferred without compliance with any restriction on the transfer thereof set forth in the Auction Procedures. The Auction Agent is not required to accept any such notice for an Auction unless it is received by the Auction Agent by 3:00 P.M. on the Business Day preceding such Auctionshares. (df) The Auction Agent may request that the Broker-Broker Dealers, as set forth in Section 3.2(b) of the Broker-Dealer Agreements, to provide the Auction Agent with a list of Persons who their respective customers that such Broker-Dealer believes should be Existing Holders based upon inquiries of those Persons such Broker-Dealer believes Dealers believe are Beneficial Owners as a result of the most recent Auction and with respect to each such Person, the number of shares of such series of MuniPreferred such Broker-Dealer believes to be owned by such PersonPreferred Shares. The Auction Agent shall keep confidential any such registry of Existing Holders information and shall not disclose the identities of the Existing Holders of any such shares of MuniPreferred information so provided to any Person other than the Fund and the relevant Broker-Dealer and the Fund, provided that provided the Auction Agent reserves the right to disclose any such informationinformation if it is advised by its counsel that its failure to do so would be unlawful.

Preparation for Each Auction. Maintenance of Registry of Beneficial ------------------------------------------------------------------- Owners. -------------------------------------- (a) Not later than seven days prior to the first Auction Date for the first series of MuniPreferred subject to an AuctionPreferred Shares, the Fund shall provide the Auction Agent with a list of the Broker-Dealers. Not later than seven days prior to any Auction Date for any series of MuniPreferred Preferred Shares for which any change in such list of Broker-Dealers is to be effective, the Fund will notify the Auction Agent in writing of such change and, if any such change involves the addition of a Broker-Dealer to such list, shall cause to be delivered to the Auction Agent for execution by the Auction Agent a Broker-Dealer Agreement manually signed by such Broker- Broker-Dealer; provided, -------- however, that if the Fund proposes to designate any Special Rate Period of any series of MuniPreferred ------- Preferred Shares pursuant to Section 4 of Part I of the StatementArticles Supplementary, not later than 11:00 A.M. on the Business Day next preceding the Auction next preceding the first day of such Rate Period or by such later time or date, or both, as may be agreed to by the Auction AgentPeriod, the Fund shall provide the Auction Agent with a list of the Broker-Dealers for such series and a manually signed copy of each Broker-Dealer Agreement or a new Schedule A to a Broker-Dealer Agreement (which Schedule A shall replace and supersede any previous Schedule A to such Broker-Dealer Agreement) with each Broker-Dealer for such seriesDealer. The Auction Agent and the Fund shall have entered into a Broker- Broker-Dealer Agreement with each Broker-Dealer prior to the participation of any such Broker-Dealer in any Auction. (b) In the event that any the Auction Date for any series of MuniPreferred Auction shall be changed after the Auction Agent shall have given the notice referred to in clause (vi) of paragraph (a) of the Settlement Procedures, or after the notice referred to in Section 2.5(a) hereof, if applicable, the Auction Agent, by such means as the Auction Agent deems practicable, shall give notice of such change to the Broker-Dealers for such series not later than the earlier of (i) 9:15 A.M. on the new Auction Date or and (ii) 9:15 A.M. on the old Auction Date. (i) The Auction Agent shall maintain a registry of the beneficial owners of the shares of MuniPreferred of each series Preferred Shares, who shall constitute Existing Holders of shares of MuniPreferred of such series Preferred Shares for purposes of Auctions and shall indicate thereon the identity of the respective Broker-Dealer of each Existing Holder, if any, on whose behalf such Broker- Broker-Dealer submitted the most recent Order order in any Auction which resulted in such Existing Holder continuing to hold or purchasing shares of MuniPreferred of such seriesPreferred Shares. The Auction Agent shall keep such registry current and accurate. The Fund shall provide or cause to be provided to the Auction Agent at or prior to the Date of Original Issue of the shares of MuniPreferred of each series a list of the initial Existing Holders of the shares of each such series of MuniPreferredPreferred Shares, the number of shares Preferred Shares purchased by each such Existing Holder and the respective Broker-Dealer of each such Existing Holder or the affiliate thereof through which each such Existing Holder purchased such shares. The Auction Agent shall advise the Fund in writing whenever the number of Existing Holders is 500 or more. The Auction Agent may rely upon, as conclusive evidence of the identities of the Existing Holders of shares of MuniPreferred of any series (A) such list, (B) the results of Auctions, (C) notices from any Broker- Dealer as described in the first sentence of Section 2.2(c)(iii) hereof and (D) the results of any procedures approved by the Fund that have been devised for the purpose of determining the identities of Existing Holders in situations where shares of MuniPreferred may have been transferred without compliance with any restriction on the transfer thereof set forth in the Auction Procedures. (iii) In the event of any partial redemption of any series of MuniPreferredPreferred Shares, the Auction Agent shall, at least two Business Days prior to the next Auction for such seriesPreferred Shares, request the Securities Depository of each Broker-Dealer Existing Holder of shares of Preferred Shares to provide disclose to the Auction Agent with a list (upon selection by the Securities Depository of Persons who such Broker-Dealer believes should remain the Existing Holders after such redemption based upon inquiries of those Persons such Broker-Dealer believes whose shares are Beneficial Owners as a result of the most recent Auction and with respect to each such Person, be redeemed) the number of shares of MuniPreferred Preferred Shares, if any, of such series such Broker-Dealer believes Existing Holder which are owned by such Person after subject to such redemption, provided the Auction Agent has been furnished, at least three Business Days prior to such Auction, with the name and telephone number of a person or department at the Agent Member from which it shall request such information. In the absence of receiving any such information with respect to an Existing Holder, from any Broker-Dealersuch Existing Holder's Agent Member or otherwise, the Auction Agent may continue to treat the Persons listed in its registry of such Existing Holders Holder as the beneficial owner of the number of shares of MuniPreferred of such series Preferred Shares shown in such the Auction Agent's registry. (iiiii) The Auction Agent shall be required to register a transfer of shares of MuniPreferred of any series Preferred Shares from an Existing Holder of such shares of MuniPreferred to another Person only if (A) such transfer is to another Existing Holder, or other Person if permitted by the Fund, and only if such transfer is made (A) pursuant to an Auction, Auction or (B) the Auction Agent has been notified in writing (I) in a notice substantially in the form of Exhibit C D to the Broker-Dealer Agreements by a such Existing Holder, the Agent Member of such Existing Holder or the Broker-Dealer of such Existing Holder of such transfer or (II) in a notice substantially in the form of Exhibit D E to the Broker-Dealer Agreements by the Broker-Dealer of any Existing Holder, or other Person if permitted by the Fund, that purchased or sold such shares of MuniPreferred Preferred Shares in an Auction of the failure of such shares of MuniPreferred Preferred Shares to be transferred as a result of such Auction or (C) pursuant to procedures approved by the Fund that have been devised for the purpose of determining the identities of Existing Holders in situations where shares of MuniPreferred may have been transferred without compliance with any restriction on the transfer thereof set forth in the Auction ProceduresAuction. The Auction Agent is not required to accept any such notice for an Auction unless it is received by the Auction Agent by 3:00 P.M. on the Business Day preceding such Auction. (d) The Auction Agent may request the Broker-Dealers, as set forth in the Broker-Dealer Agreements, to provide the Auction Agent with a list of Persons who their respective customers that such Broker-Dealer believes should be Dealers believe are Existing Holders based upon inquiries of those Persons such Broker-Dealer believes are Beneficial Owners as a result of the most recent Auction and with respect to each such Person, the number of shares of such series of MuniPreferred such Broker-Dealer believes to be owned by such PersonPreferred Shares. The Auction Agent shall keep confidential such registry of Existing Holders and shall not disclose the identities of the Existing Holders of such shares of MuniPreferred Preferred Shares to any Person other than the Fund and the Broker-Dealer that provided such information; and such information shall not be used by the Auction Agent or its officers, employees, agents or representatives for any purpose other than such purposes as are described herein. The Auction Agent shall transmit any list of customers that Broker-Dealers believe are Existing Holders of Preferred Shares and information related thereto only to its officers, employees, agents or representatives who need to know such information for the purposes of acting in accordance with this Agreement and shall use its reasonable efforts to prevent transmission of such information to others and shall cause its officers, employees, agents and representatives to abide by the foregoing confidentiality restrictions; provided, however, that the Auction Agent shall have no responsibility or -------- ------- liability for the actions of any of its officers, employees, agents or representatives after they have left the employ of the Auction Agent.

Preparation for Each Auction. Maintenance of Registry of Beneficial OwnersExisting ----------------------------------------------------------------- Holders. ---------------------------------------- (a) Not later than seven days prior to As of the first Auction Date for the first series of MuniPreferred subject to an Auctiondate hereof, the Fund shall provide the Auction Agent with a list of the Broker-DealersDealers previously approved by the Auction Agent and shall cause to be delivered to the Auction Agent for execution by the Auction Agent a Broker-Dealer Agreement signed by each such Broker-Dealer. The Auction Agent shall keep such list current and accurate and shall indicate thereon, or on a separate list, the identity of each Existing Holder, if any, whose most recent Order was submitted by a Broker-Dealer on such list and resulted in such Existing Holder continuing to hold or purchase Preferred Shares. Not later than seven days five Business Days prior to any Auction Date for any series of MuniPreferred for which any change in such list of Broker-Dealers is to be effective, the Fund will shall notify the Auction Agent in writing of such change and, if any such change involves is the addition of a Broker-Dealer to such list, the Fund shall cause to be delivered to the Auction Agent for execution by the Auction Agent a Broker-Dealer Agreement signed by such Broker- Dealer; provided, however, that if the Fund proposes to designate any Special Rate Period of any series of MuniPreferred pursuant to Section 4 of Part I of the Statement, not later than 11:00 A.M. on the Business Day next preceding the Auction next preceding the first day of such Rate Period or by such later time or date, or both, as may be agreed to by the Auction Agent, the Fund shall provide the Auction Agent with a list of the Broker-Dealers for such series and a manually signed copy of each Broker-Dealer Agreement or a new Schedule A to a Broker-Dealer Agreement (which Schedule A shall replace and supersede any previous Schedule A to such Broker-Dealer Agreement) with each Broker-Dealer for such seriesDealer. The Auction Agent and the Fund shall have entered into a Broker- Broker-Dealer Agreement with each Broker-Dealer prior to the participation of any such Broker-Dealer in any Auction. (b) In the event that any the Auction Date for any series of MuniPreferred Auction shall be changed after the Auction Agent shall have given the notice referred to in clause (vivii) of paragraph (a) of the Settlement Procedures, or after the notice referred to in Section 2.5(a) hereof, if applicable, the Auction Agent, by such means as the Auction Agent reasonably deems practicable, shall give notice of such change to the Broker-Dealers for such series not later than the earlier of 9:15 A.M. a.m. on the new Auction Date or 9:15 A.M. a.m. on the old Auction Date. (c) The provisions contained in Section 11.2 of the Second Amended and Restated Bylaws concerning Special Dividend Periods and the notification of a Special Dividend Period will be followed by the Fund and, to the extent applicable, the Auction Agent, and the provisions contained therein are incorporated herein by reference in their entirety and shall be deemed to be a part of this Agreement to the same extent as if such provisions were set forth fully herein. (i) On each Auction Date, the Auction Agent shall determine the Maximum Applicable Rate. Not later than 9:30 a.m. on each Auction Date, the Auction Agent shall notify the Fund and the Broker-Dealers of the Maximum Applicable Rate. (ii) If the Reference Rate is the applicable "AA" Financial Composite Commercial Paper Rate and such rate is to be based on rates supplied by Commercial Paper Dealers and one or more of the Commercial Paper Dealers shall not provide a quotation for the determination of the applicable "AA" Financial Composite Commercial Paper Rate, the Auction Agent immediately shall notify the Fund so that the Fund can determine whether to select a substitute Commercial Paper Dealer or substitute Commercial Paper Dealers to provide the quotation or quotations not being supplied by any Commercial Paper Dealer or Commercial Paper Dealers. The Fund promptly shall advise the Auction Agent of any such selection. If the Fund does not select any such substitute Commercial Paper Dealer or substitute Commercial Paper Dealers, then the rates shall be supplied by the remaining Commercial Paper Dealer or Commercial Paper Dealers. (i) The Auction Agent shall maintain a current registry of the beneficial owners of the shares of MuniPreferred of each series who shall constitute Existing Holders of shares of MuniPreferred of such series the Preferred Shares for purposes of Auctions and shall indicate thereon the identity of the respective Broker-Dealer of each Existing Holder, if any, on whose behalf such Broker- Dealer submitted the most recent Order in any Auction which resulted in such Existing Holder continuing to hold or purchasing shares of MuniPreferred of such series. The Auction Agent shall keep such registry current and accurateindividual Auction. The Fund shall use commercially reasonable efforts to provide or cause to be provided to the Auction Agent at or prior to within ten Business Days following the Date of Original Issue date of the shares of MuniPreferred of each series Closing a list of the initial Existing Holders of the shares of each such series of MuniPreferredPreferred Shares, the number of shares purchased by each such Existing Holder and the respective Broker-Dealer of each such Existing Holder or the affiliate thereof through which each such Existing Holder purchased such shares. The Auction Agent shall advise the Fund in writing whenever the number of Existing Holders is 500 or more. The Auction Agent may rely upon, as conclusive evidence of the identities of the Existing Holders of shares of MuniPreferred of any series (A) Holders, such list, (B) the results of Auctions, (C) each Auction and notices from any Broker- Dealer as described in Existing Holder, the first sentence of Section 2.2(c)(iii) hereof and (D) the results Agent Member of any procedures approved by Existing Holder or the Fund that have been devised for the purpose Broker-Dealer of determining the identities any Existing Holder with respect to such Existing Holder's transfer of Existing Holders in situations where shares of MuniPreferred may have been transferred without compliance with any restriction on the transfer thereof set forth in the Auction ProceduresPreferred Shares to another Person. (ii) In the event of any partial redemption of any series Preferred Shares, upon notice by the Fund to the Auction Agent of MuniPreferredsuch partial redemption, the Auction Agent shall, promptly shall request the Securities Depository to notify the Auction Agent of the identities of the Agent Members (and the respective numbers of shares) from the accounts of which shares have been called for redemption and the person or department at such Agent Member to contact regarding such redemption. At least two Business Days prior to the next Auction for such seriespreceding the date of redemption, request each Broker-Dealer to provide the Auction Agent with a list shall request each Agent Member so identified to disclose to the Auction Agent (upon selection by such Agent Member of Persons who such Broker-Dealer believes should remain the Existing Holders after such redemption based upon inquiries of those Persons such Broker-Dealer believes whose shares are Beneficial Owners as a result of the most recent Auction and with respect to each such Person, be redeemed) the number of shares Preferred Shares of MuniPreferred each such Existing Holder, if any, to be redeemed by the Fund, provided that the Auction Agent has been furnished with the name and telephone number of a person or department at such series Agent Member from which it is to request such Broker-Dealer believes are owned by such Person after such redemptioninformation. In the absence of receiving any such information with respect to an Existing Holder, from any Broker-Dealersuch Existing Holder's Agent Member or otherwise, the Auction Agent may continue to treat the Persons listed in its registry of such Existing Holders Holder as the beneficial owner having ownership of the number of shares of MuniPreferred of such series Preferred Shares shown in such registrythe Auction Agent's registry of Existing Holders. (iii) The Auction Agent shall be required to register a transfer of shares the ownership of MuniPreferred of any series Preferred Shares from an Existing Holder of such shares of MuniPreferred only if such transfer is to another Existing Holder, or other to another Person if permitted by the Fund, and only if (A) such transfer is made pursuant to an Auction or (B) if such transfer is made (A) other than pursuant to an Auction, (B) the Auction Agent has been notified of such transfer in writing (I) writing, in a notice substantially in the form of Exhibit C to the Broker-Dealer Agreements Agreement, by a Broker-Dealer such Existing Holder or by the Agent Member of such Existing Holder. The Auction Agent is not required to accept any notice of transfer or (II) delivered for an Auction unless it is received by the Auction Agent by 12:00 noon of the Auction Date. The Auction Agent shall rescind a transfer made on the registry of the Existing Holders of any Preferred Shares if the Auction Agent has been notified in writing, in a notice substantially in the form of Exhibit D to the Broker-Dealer Agreements Agreement, by the Agent Member or the Broker-Dealer of any Existing Holder, or other Person if permitted by that (i) purchased any Preferred Shares and the Fund, that purchased or sold seller failed to deliver such shares of MuniPreferred in an Auction of or (ii) sold any Preferred Shares and the failure purchaser failed to make payment to such Person upon delivery to the purchaser of such shares of MuniPreferred to be transferred as a result of such Auction or (C) pursuant to procedures approved by the Fund that have been devised for the purpose of determining the identities of Existing Holders in situations where shares of MuniPreferred may have been transferred without compliance with any restriction on the transfer thereof set forth in the Auction Procedures. The Auction Agent is not required to accept any such notice for an Auction unless it is received by the Auction Agent by 3:00 P.M. on the Business Day preceding such Auctionshares. (df) The Auction Agent may request that the Broker-Dealers, as set forth in Section 3.2(c) of the Broker-Dealer Agreements, to provide the Auction Agent with a list of Persons who their respective customers that such Broker-Dealer believes should be Existing Holders based upon inquiries of those Persons such Broker-Dealer believes Dealers believe are Beneficial Owners as a result of the most recent Auction and with respect to each such Person, the number of shares of such series of MuniPreferred such Broker-Dealer believes to be owned by such PersonPreferred Shares. The Auction Agent shall keep confidential any such registry of Existing Holders information and shall not disclose the identities of the Existing Holders of any such shares of MuniPreferred information so provided to any Person other than the Fund and the relevant Broker-Dealer and the Fund, provided that provided the Auction Agent reserves the right to disclose any such informationinformation if it is advised by its counsel that its failure to do so would be unlawful.

Preparation for Each Auction. Maintenance of Registry of Beneficial Owners. ------------------------------------------------------------------------- (a) Not later than seven days prior Pursuant to the first Auction Date for the first series of MuniPreferred subject to an AuctionSection 2.5 hereof, the Fund Company shall not designate any Person to act as a Broker-Dealer without prior written approval of the Auction Agent (which approval shall not be withheld unreasonably). At the time of closing of the initial issuance and sale of the AMPS (the "Closing"), the Company shall provide the Auction Agent with a list of the Broker-DealersDealers previously approved by the Auction Agent and shall cause to be delivered to the Auction Agent for execution by the Auction Agent a Broker-Dealer Agreement signed by each such Broker-Dealer. The Auction Agent shall keep such list current and accurate and shall indicate thereon, or on a separate list, the identity of each Existing Holder, if any, whose most recent Order was submitted by a Broker-Dealer on such list and resulted in such Existing Holder continuing to hold or purchasing shares of AMPS. Not later than seven five days prior to any Auction Date for any series of MuniPreferred for which any change in such list of Broker-Dealers is to be effective, the Fund will Company shall notify the Auction Agent in writing of such change and, if any such change involves is the addition of a Broker-Dealer to such list, the Company shall cause to be delivered to the Auction Agent for execution by the Auction Agent a Broker-Dealer Agreement signed by such Broker- Dealer; provided, however, that if the Fund proposes to designate any Special Rate Period of any series of MuniPreferred pursuant to Section 4 of Part I of the Statement, not later than 11:00 A.M. on the Business Day next preceding the Auction next preceding the first day of such Rate Period or by such later time or date, or both, as may be agreed to by the Auction Agent, the Fund shall provide the Auction Agent with a list of the Broker-Dealers for such series and a manually signed copy of each Broker-Dealer Agreement or a new Schedule A to a Broker-Dealer Agreement (which Schedule A shall replace and supersede any previous Schedule A to such Broker-Dealer Agreement) with each Broker-Dealer for such seriesDealer. The Auction Agent and the Fund shall have entered into a Broker- Broker-Dealer Agreement with each Broker-Dealer prior to the participation of any such Broker-Dealer in any Auction. (b) In the event that any that.the Auction Date for any series of MuniPreferred Auction shall be changed after the Auction Agent shall have given the notice referred to in clause (vivii) of paragraph Paragraph (a) of the Settlement Procedures, or after the notice referred to in Section 2.5(a) hereof, if applicable, the Auction Agent, by such means as the Auction Agent deems practicable, shall give notice of such change to the Broker-Dealers for such series not later than the earlier of 9:15 A.M. on the new Auction Date or 9:15 A.M. on the old Auction Date. (c) With respect to each Dividend Period that is a Special Dividend Period, the Company may, at its; sole option and to the extent permitted by law, by telephonic and written notice (a "Request for Special Dividend Period") to the Auction Agent and to each Broker-Dealer, request that the next succeeding Dividend Period for a series of AMPS will be a number of days (other than 28 in the case of Series A AMPS and other than 7 in the case of Series B AMPS), evenly divisible by seven, and not fewer than seven nor more than 364 in the case of a Short Term Dividend Period or a number of whole years not greater than five years in the case of a Long Term Dividend Period, specified in such notice, provided that, the Company may not give a Request for Special Dividend Period of greater than 28 days (and any such request shall be null and void) unless the Company has given written notice thereof to S&P and received written confirmation from Xxxxx'x that such action would not impair the rating then assigned to the AMPS by Xxxxx'x and unless, for any Auction occurring after the Initial Auction, sufficient Clearing Bids were made in the last occurring Auction and unless full cumulative dividends, any amounts due with respect to mandatory redemptions and any Additional Dividends payable prior to such date have been paid in full. Such Request for Special Dividend Period, in the case of a Short Term Dividend Period, shall be given on or prior to the fourth Business Day but not more than seven Business Days prior to an Auction Date for a series of AMPS and, in the case of a Long Term Dividend Period, shall be given on or prior to the 14th day but not more than 28 days prior to the Auction Date for a series of AMPS. Upon receiving such Request for Special Dividend Period, the Broker-Dealers shall jointly determine whether given the factors' set forth in paragraph 2(c)(iii) of the Articles Supplementary it is advisable that the Company issue a Notice of Special Dividend Period for the AMPS as contemplated by such Request for Special Dividend Period and the Optional Redemption Price of the AMPS during such Special Dividend Period and the Specific Redemption Provisions and shall give the Company and the Auction Agent written notice (a "Response") of such determination by no later than the third Business Day prior to such Auction Date. If the Broker-Dealers shall not give the Company and the Auction Agent a Response by such third Business Day or if the Response states that given the factors referred to above it is not advisable that the Company give a Notice of Special Dividend Period (as defined below) for the series of AMPS, the Company may not give a Notice of Special Dividend Period in respect of such Request for Special Dividend Period. In the event the Response indicates that it is advisable that the Company give a Notice of Special Dividend Period for the series of AMPS, the Company may by no later than the second Business Day prior to such Auction Date give a notice (a "Notice of Special Dividend Period") to the Auction Agent, the Securities Depository and each Broker-Dealer, which notice will specify (i) The Auction Agent shall maintain a registry the duration of the beneficial owners of Special Dividend Period, (ii) the shares of MuniPreferred of each series who shall constitute Existing Holders of shares of MuniPreferred of such series for purposes of Auctions Optional Redemption Price as specified in the related Response and shall indicate thereon (iii) the identity of the respective Broker-Dealer of each Existing HolderSpecific Redemption Provisions, if any, on whose behalf such Broker- Dealer submitted as specified in the most recent Order in any Auction which resulted in such Existing Holder continuing to hold or purchasing shares of MuniPreferred of such seriesrelated Response. The Auction Agent Company shall keep not give a Notice of Special Dividend Period, or, if such registry current Notice of Special Dividend Period shall have already been given, shall give telephonic and accurate. The Fund shall provide or cause to be provided written notice of its revocation (a "Notice of Revocation") to the Auction Agent at Agent, each Broker-Dealer, and the Securities Depository on or prior to the Date of Original Issue of the shares of MuniPreferred of each series a list of the initial Existing Holders of the shares of each such series of MuniPreferred, the number of shares purchased by each such Existing Holder and the respective Broker-Dealer of each such Existing Holder or the affiliate thereof through which each such Existing Holder purchased such shares. The Auction Agent shall advise the Fund in writing whenever the number of Existing Holders is 500 or more. The Auction Agent may rely upon, as conclusive evidence of the identities of the Existing Holders of shares of MuniPreferred of any series (A) such list, (B) the results of Auctions, (C) notices from any Broker- Dealer as described in the first sentence of Section 2.2(c)(iii) hereof and (D) the results of any procedures approved by the Fund that have been devised for the purpose of determining the identities of Existing Holders in situations where shares of MuniPreferred may have been transferred without compliance with any restriction on the transfer thereof set forth in the Auction Procedures. (ii) In the event of any partial redemption of any series of MuniPreferred, the Auction Agent shall, at least two Business Days Day prior to the next relevant Auction for such series, request each Broker-Dealer to provide Date if (x) either the Auction Agent with a list of Persons who such Broker-Dealer believes should remain Existing Holders after such redemption based upon inquiries of those Persons such Broker-Dealer believes are Beneficial Owners as a result of the most recent Auction and with respect to each such Person, the number of shares of MuniPreferred of such series such Broker-Dealer believes are owned by such Person after such redemption. In the absence of receiving any such information from any Broker-Dealer, the Auction Agent may continue to treat the Persons listed in its registry of Existing Holders as the beneficial owner of the number of shares of MuniPreferred of such series shown in such registry. (iii) The Auction Agent shall be required to register a transfer of shares of MuniPreferred of any series from an Existing Holder of such shares of MuniPreferred only if such transfer is to another Existing Holder, or other Person if permitted by the Fund, and only if such transfer is made (A) pursuant to an Auction, (B) the Auction Agent has been notified in writing (I) in a notice substantially in the form of Exhibit C to the Broker-Dealer Agreements by a Broker-Dealer of such transfer or (II) in a notice substantially in the form of Exhibit D to the Broker-Dealer Agreements by the Broker-Dealer of any Existing Holder, or other Person if permitted by the Fund, that purchased or sold such shares of MuniPreferred in an Auction of the failure of such shares of MuniPreferred to be transferred as a result of such Auction or (C) pursuant to procedures approved by the Fund that have been devised for the purpose of determining the identities of Existing Holders in situations where shares of MuniPreferred may have been transferred without compliance with any restriction on the transfer thereof set forth in the Auction Procedures. The Auction Agent 1940 Act AMPS Coverage is not required to accept any such notice for an Auction unless it is received by satisfied or the Auction Agent by 3:00 P.M. on the Business Day preceding such Auction. (d) The Auction Agent may request the Broker-Dealers, as set forth in the Broker-Dealer Agreements, to provide the Auction Agent with a list of Persons who such Broker-Dealer believes should be Existing Holders based upon inquiries of those Persons such Broker-Dealer believes are Beneficial Owners as a result of the most recent Auction and with respect to each such Person, the number of shares of such series of MuniPreferred such Broker-Dealer believes to be owned by such Person. The Auction Agent Company shall keep confidential such registry of Existing Holders and shall not disclose the identities of the Existing Holders of such shares of MuniPreferred to any Person other than the Fund and the Broker-Dealer that provided such information.fail to

Preparation for Each Auction. Maintenance of Registry of Beneficial OwnersExisting ----------------------------------------------------------------- Holders. ---------------------------------------- (a) Not later than seven days prior to As of the first Auction Date for the first series of MuniPreferred subject to an Auctiondate hereof, the Fund shall provide the Auction Agent with a list of the Broker-DealersDealers previously approved by the Auction Agent and shall cause to be delivered to the Auction Agent for execution by the Auction Agent a Broker-Dealer Agreement signed by each such Broker-Dealer. The Auction Agent shall keep such list current and accurate and shall indicate thereon, or on a separate list, the identity of each Existing Holder, if any, whose most recent Order was submitted by a Broker-Dealer on such list and resulted in such Existing Holder continuing to hold or purchase Preferred Shares. Not later than seven days five Business Days prior to any Auction Date for any series of MuniPreferred for which any change in such list of Broker-Dealers is to be effective, the Fund will shall notify the Auction Agent in writing of such change and, if any such change involves is the addition of a Broker-Dealer to such list, the Fund shall cause to be delivered to the Auction Agent for execution by the Auction Agent a Broker-Dealer Agreement signed by such Broker- Dealer; provided, however, that if the Fund proposes to designate any Special Rate Period of any series of MuniPreferred pursuant to Section 4 of Part I of the Statement, not later than 11:00 A.M. on the Business Day next preceding the Auction next preceding the first day of such Rate Period or by such later time or date, or both, as may be agreed to by the Auction Agent, the Fund shall provide the Auction Agent with a list of the Broker-Dealers for such series and a manually signed copy of each Broker-Dealer Agreement or a new Schedule A to a Broker-Dealer Agreement (which Schedule A shall replace and supersede any previous Schedule A to such Broker-Dealer Agreement) with each Broker-Dealer for such seriesDealer. The Auction Agent and the Fund shall have entered into a Broker- Broker-Dealer Agreement with each Broker-Dealer prior to the participation of any such Broker-Dealer in any Auction. (b) In the event that any the Auction Date for any series of MuniPreferred Auction shall be changed after the Auction Agent shall have given the notice referred to in clause (vivii) of paragraph (a) of the Settlement Procedures, or after the notice referred to in Section 2.5(a) hereof, if applicable, the Auction Agent, by such means as the Auction Agent reasonably deems practicable, shall give notice of such change to the Broker-Dealers for such series not later than the earlier of 9:15 A.M. a.m. on the new Auction Date or 9:15 A.M. a.m. on the old Auction Date. (c) The provisions contained in Section 11.2 of the Third Amended and Restated Bylaws concerning Special Dividend Periods and the notification of a Special Dividend Period will be followed by the Fund and, to the extent applicable, the Auction Agent, and the provisions contained therein are incorporated herein by reference in their entirety and shall be deemed to be a part of this Agreement to the same extent as if such provisions were set forth fully herein. (i) On each Auction Date, the Auction Agent shall determine the Maximum Applicable Rate. Not later than 9:30 a.m. on each Auction Date, the Auction Agent shall notify the Fund and the Broker-Dealers of the Maximum Applicable Rate. (ii) If the Reference Rate is the applicable "AA" Financial Composite Commercial Paper Rate and such rate is to be based on rates supplied by Commercial Paper Dealers and one or more of the Commercial Paper Dealers shall not provide a quotation for the determination of the applicable "AA" Financial Composite Commercial Paper Rate, the Auction Agent immediately shall notify the Fund so that the Fund can determine whether to select a substitute Commercial Paper Dealer or substitute Commercial Paper Dealers to provide the quotation or quotations not being supplied by any Commercial Paper Dealer or Commercial Paper Dealers. The Fund promptly shall advise the Auction Agent of any such selection. If the Fund does not select any such substitute Commercial Paper Dealer or substitute Commercial Paper Dealers, then the rates shall be supplied by the remaining Commercial Paper Dealer or Commercial Paper Dealers. (i) The Auction Agent shall maintain a current registry of the beneficial owners of the shares of MuniPreferred of each series who shall constitute Existing Holders of shares of MuniPreferred of such series the Preferred Shares for purposes of Auctions and shall indicate thereon the identity of the respective Broker-Dealer of each Existing Holder, if any, on whose behalf such Broker- Dealer submitted the most recent Order in any Auction which resulted in such Existing Holder continuing to hold or purchasing shares of MuniPreferred of such series. The Auction Agent shall keep such registry current and accurateindividual Auction. The Fund shall use commercially reasonable efforts to provide or cause to be provided to the Auction Agent at or prior to within ten Business Days following the Date of Original Issue date of the shares of MuniPreferred of each series Closing a list of the initial Existing Holders of the shares of each such series of MuniPreferredPreferred Shares, the number of shares purchased by each such Existing Holder and the respective Broker-Dealer of each such Existing Holder or the affiliate thereof through which each such Existing Holder purchased such shares. The Auction Agent shall advise the Fund in writing whenever the number of Existing Holders is 500 or more. The Auction Agent may rely upon, as conclusive evidence of the identities of the Existing Holders of shares of MuniPreferred of any series (A) Holders, such list, (B) the results of Auctions, (C) each Auction and notices from any Broker- Dealer as described in Existing Holder, the first sentence of Section 2.2(c)(iii) hereof and (D) the results Agent Member of any procedures approved by Existing Holder or the Fund that have been devised for the purpose Broker-Dealer of determining the identities any Existing Holder with respect to such Existing Holder's transfer of Existing Holders in situations where shares of MuniPreferred may have been transferred without compliance with any restriction on the transfer thereof set forth in the Auction ProceduresPreferred Shares to another Person. (ii) In the event of any partial redemption of any series Preferred Shares, upon notice by the Fund to the Auction Agent of MuniPreferredsuch partial redemption, the Auction Agent shall, promptly shall request the Securities Depository to notify the Auction Agent of the identities of the Agent Members (and the respective numbers of shares) from the accounts of which shares have been called for redemption and the person or department at such Agent Member to contact regarding such redemption. At least two Business Days prior to the next Auction for such seriespreceding the date of redemption, request each Broker-Dealer to provide the Auction Agent with a list shall request each Agent Member so identified to disclose to the Auction Agent (upon selection by such Agent Member of Persons who such Broker-Dealer believes should remain the Existing Holders after such redemption based upon inquiries of those Persons such Broker-Dealer believes whose shares are Beneficial Owners as a result of the most recent Auction and with respect to each such Person, be redeemed) the number of shares Preferred Shares of MuniPreferred each such Existing Holder, if any, to be redeemed by the Fund, provided that the Auction Agent has been furnished with the name and telephone number of a person or department at such series Agent Member from which it is to request such Broker-Dealer believes are owned by such Person after such redemptioninformation. In the absence of receiving any such information with respect to an Existing Holder, from any Broker-Dealersuch Existing Holder's Agent Member or otherwise, the Auction Agent may continue to treat the Persons listed in its registry of such Existing Holders Holder as the beneficial owner having ownership of the number of shares of MuniPreferred of such series Preferred Shares shown in such registrythe Auction Agent's registry of Existing Holders. (iii) The Auction Agent shall be required to register a transfer of shares the ownership of MuniPreferred of any series Preferred Shares from an Existing Holder of such shares of MuniPreferred only if such transfer is to another Existing Holder, or other to another Person if permitted by the Fund, and only if (A) such transfer is made pursuant to an Auction or (B) if such transfer is made (A) other than pursuant to an Auction, (B) the Auction Agent has been notified of such transfer in writing (I) writing, in a notice substantially in the form of Exhibit C to the Broker-Dealer Agreements Agreement, by a Broker-Dealer such Existing Holder or by the Agent Member of such Existing Holder. The Auction Agent is not required to accept any notice of transfer or (II) delivered for an Auction unless it is received by the Auction Agent by 3:00 p.m. on the Business Day preceding the applicable Auction Date. The Auction Agent shall rescind a transfer made on the registry of the Existing Holders of any Preferred Shares if the Auction Agent has been notified in writing, in a notice substantially in the form of Exhibit D to the Broker-Dealer Agreements Agreement, by the Agent Member or the Broker-Dealer of any Existing Holder, or other Person if permitted by that (i) purchased any Preferred Shares and the Fund, that purchased or sold seller failed to deliver such shares of MuniPreferred in an Auction of or (ii) sold any Preferred Shares and the failure purchaser failed to make payment to such Person upon delivery to the purchaser of such shares of MuniPreferred to be transferred as a result of such Auction or (C) pursuant to procedures approved by the Fund that have been devised for the purpose of determining the identities of Existing Holders in situations where shares of MuniPreferred may have been transferred without compliance with any restriction on the transfer thereof set forth in the Auction Procedures. The Auction Agent is not required to accept any such notice for an Auction unless it is received by the Auction Agent by 3:00 P.M. on the Business Day preceding such Auctionshares. (df) The Auction Agent may request that the Broker-Dealers, as set forth in Section 3.2(c) of the Broker-Dealer Agreements, to provide the Auction Agent with a list of Persons who their respective customers that such Broker-Dealer believes should be Existing Holders based upon inquiries of those Persons such Broker-Dealer believes Dealers believe are Beneficial Owners as a result of the most recent Auction and with respect to each such Person, the number of shares of such series of MuniPreferred such Broker-Dealer believes to be owned by such PersonPreferred Shares. The Auction Agent shall keep confidential any such registry of Existing Holders information and shall not disclose the identities of the Existing Holders of any such shares of MuniPreferred information so provided to any Person other than the Fund and the relevant Broker-Dealer and the Fund, provided that provided the Auction Agent reserves the right to disclose any such informationinformation if it is advised by its counsel that its failure to do so would be unlawful.

Preparation for Each Auction. Maintenance of Registry of Beneficial Owners. -------------------------------- (a) Not later than seven days prior to the first 9:30 A.m. on each Auction Date for the first both series of MuniPreferred subject to an AuctionPreferred Shares, the Fund shall provide the Auction Agent with a list shall advise BD by telephone of the Broker-Dealers. Not later than seven days prior to any Maximum Applicable Rate in effect on such Auction Date for any series as determined from the higher of MuniPreferred for which any change the 30-day "AA" Composite Commercial Paper Rate and the Taxable Equivalent of the Short-Term Municipal Bond Rate (except in such list of Broker-Dealers is to be effective, the Fund will notify the Auction Agent in writing of such change and, if any such change involves the addition case of a Broker-Dealer to such list, Special Dividend Period in which case the Maximum Applicable Rate shall cause to be delivered to determined from the Auction Agent for execution by the Auction Agent a Broker-Dealer Agreement signed by such Broker- Dealer; provided, however, that if the Fund proposes to designate any Special Rate Period of any series of MuniPreferred pursuant to Section 4 of Part I higher of the Statement, not later than 11:00 A.M. on Special Dividend Period Reference Rate and the Business Day next preceding the Auction next preceding the first day of such Rate Period or by such later time or date, or both, as may be agreed to by the Auction Agent, the Fund shall provide the Auction Agent with a list Taxable Equivalent of the BrokerShort-Dealers for such series and a manually signed copy of each Broker-Dealer Agreement or a new Schedule A to a Broker-Dealer Agreement (which Schedule A shall replace and supersede any previous Schedule A to such Broker-Dealer Agreement) with each Broker-Dealer for such series. The Auction Agent and the Fund shall have entered into a Broker- Dealer Agreement with each Broker-Dealer prior to the participation of any such Broker-Dealer in any AuctionTerm Municipal Bond Rate. (b) In the event that any the Auction Date for any series of MuniPreferred Auction shall be changed after the Auction Agent shall have has given the notice referred to in clause (vivii) of paragraph (a) of the Settlement Procedures, or after the notice referred to in Section 2.5(a) hereof, if applicable, the Auction Agent, by such means as the Auction Agent deems practicable, shall give notice of such change to the Broker-Dealers for such series BD not later than the earlier of 9:15 A.M. A.m. on the new Auction Date or 9:15 A.M. A.m. on the old Auction Date. Thereafter, BD shall promptly notify customers of BD that BD believes are Existing Holders of Series F28 Preferred Shares or the Series F7 Preferred Shares, as the case may be, of such change in the Auction Date. (ic) The Auction Agent shall maintain from time to time may request BD to provide it with a registry list of the beneficial owners of the shares of MuniPreferred of each series who shall constitute respective customers BD believes are Existing Holders of shares of MuniPreferred of Series F28 Preferred Shares or the Series F7 Preferred Shares. BD shall comply with any such series for purposes of Auctions request, and the Auction Agent shall indicate thereon keep confidential any such information, including information received as to the identity of the respective Broker-Dealer of each Existing Holder, if any, on whose behalf such Broker- Dealer submitted the most recent Order Bidders in any Auction, and shall not disclose any such information so provided to any Person other than the Company; and such information shall not be used by the Auction which resulted in Agent or its officers, employees, agents or representatives for any purpose other than such Existing Holder continuing to hold or purchasing shares of MuniPreferred of such seriespurposes as are described herein. The Auction Agent shall keep transmit any list of customers BD believes are Existing Holders of Series F28 Preferred Shares or the Series F7 Preferred Shares 5 and information related thereto only to its officers, employees, agents or representatives in the Corporate Trust and Agency Group who need to know such registry current information for the purposes of acting in accordance with this Agreement and accurate. The Fund shall provide or prevent the transmission of such information to others and shall cause its officers, employees, agents and representatives to be provided to abide by the foregoing confidentiality restrictions; provided, however, that the Auction Agent at shall have no responsibility or prior to liability for the Date actions of Original Issue any of its officers, employees, agents or representatives after they have left the employ of the shares of MuniPreferred of each series a list of the initial Existing Holders of the shares of each such series of MuniPreferred, the number of shares purchased by each such Existing Holder and the respective Broker-Dealer of each such Existing Holder or the affiliate thereof through which each such Existing Holder purchased such shares. The Auction Agent shall advise the Fund in writing whenever the number of Existing Holders is 500 or more. The Auction Agent may rely upon, as conclusive evidence of the identities of the Existing Holders of shares of MuniPreferred of any series (A) such list, (B) the results of Auctions, (C) notices from any Broker- Dealer as described in the first sentence of Section 2.2(c)(iii) hereof and (D) the results of any procedures approved by the Fund that have been devised for the purpose of determining the identities of Existing Holders in situations where shares of MuniPreferred may have been transferred without compliance with any restriction on the transfer thereof set forth in the Auction ProceduresAgent. (iid) In the event of any partial redemption of any series of MuniPreferred, the Auction Agent shall, at least two Business Days prior to the next Auction for such series, request each Broker-Dealer to provide the Auction Agent with a list of Persons who such Broker-Dealer believes should remain Existing Holders after such redemption based upon inquiries of those Persons such Broker-Dealer believes are Beneficial Owners as a result of the most recent Auction and with respect to each such Person, the number of shares of MuniPreferred of such series such Broker-Dealer believes are owned by such Person after such redemption. In the absence of receiving any such information from any Broker-Dealer, the Auction Agent may continue to treat the Persons listed in its registry of Existing Holders as the beneficial owner of the number of shares of MuniPreferred of such series shown in such registry. (iii) The Auction Agent shall be required to register a transfer of shares of MuniPreferred of any series from an Existing Holder of such shares of MuniPreferred only if such transfer is to another Existing Holder, or other Person if permitted by the Fund, and only if such transfer is made (A) pursuant to an Auction, (B) the Auction Agent has been notified in writing (I) in a notice substantially in the form of Exhibit C to the Broker-Dealer Agreements by a Broker-Dealer of such transfer or (II) in a notice substantially in the form of Exhibit D to the Broker-Dealer Agreements by the Broker-Dealer of any Existing Holder, or other Person if permitted by the Fund, that purchased or sold such shares of MuniPreferred in an Auction of the failure of such shares of MuniPreferred to be transferred as a result of such Auction or (C) pursuant to procedures approved by the Fund that have been devised for the purpose of determining the identities of Existing Holders in situations where shares of MuniPreferred may have been transferred without compliance with any restriction on the transfer thereof set forth in the Auction Procedures. The Auction Agent is not required to accept the Purchaser's Letter for any such notice Potential Holder for an Auction unless it is received by the Auction Agent by 3:00 P.M. P.m. on the Business Day next preceding such Auction. (d) The Auction Agent may request the Broker-Dealers, as set forth in the Broker-Dealer Agreements, to provide the Auction Agent with a list of Persons who such Broker-Dealer believes should be Existing Holders based upon inquiries of those Persons such Broker-Dealer believes are Beneficial Owners as a result of the most recent Auction and with respect to each such Person, the number of shares of such series of MuniPreferred such Broker-Dealer believes to be owned by such Person. The Auction Agent shall keep confidential such registry of Existing Holders and shall not disclose the identities of the Existing Holders of such shares of MuniPreferred to any Person other than the Fund and the Broker-Dealer that provided such information.

Preparation for Each Auction. Maintenance of Registry of Beneficial Owners. -------------------------------- (a) Not later than seven days prior to the first 9:30 A.M. on each Auction Date for the first both series of MuniPreferred subject to an AuctionPreferred Shares, the Fund shall provide the Auction Agent with a list shall advise BD by telephone of the Broker-Dealers. Not later than seven days prior to any Maximum Applicable Rate in effect on such Auction Date for any series as determined from the higher of MuniPreferred for which any change the 30-day "AA" Composite Commercial Paper Rate and the Taxable Equivalent of the Short-Term Municipal Bond Rate (except in such list of Broker-Dealers is to be effective, the Fund will notify the Auction Agent in writing of such change and, if any such change involves the addition case of a Broker-Dealer to such list, Special Dividend Period in which case the Maximum Applicable Rate shall cause to be delivered to determined from the Auction Agent for execution by the Auction Agent a Broker-Dealer Agreement signed by such Broker- Dealer; provided, however, that if the Fund proposes to designate any Special Rate Period of any series of MuniPreferred pursuant to Section 4 of Part I higher of the Statement, not later than 11:00 A.M. on Special Dividend Period Reference Rate and the Business Day next preceding the Auction next preceding the first day of such Rate Period or by such later time or date, or both, as may be agreed to by the Auction Agent, the Fund shall provide the Auction Agent with a list Taxable Equivalent of the BrokerShort-Dealers for such series and a manually signed copy of each Broker-Dealer Agreement or a new Schedule A to a Broker-Dealer Agreement (which Schedule A shall replace and supersede any previous Schedule A to such Broker-Dealer Agreement) with each Broker-Dealer for such series. The Auction Agent and the Fund shall have entered into a Broker- Dealer Agreement with each Broker-Dealer prior to the participation of any such Broker-Dealer in any AuctionTerm Municipal Bond Rate. (b) In the event that any the Auction Date for any series of MuniPreferred Auction shall be changed after the Auction Agent shall have has given the notice referred to in clause (vivii) of paragraph (a) of the Settlement Procedures, or after the notice referred to in Section 2.5(a) hereof, if applicable, the Auction Agent, by such means as the Auction Agent deems practicable, shall give notice of such change to the Broker-Dealers for such series BD not later than the earlier of 9:15 A.M. on the new Auction Date or 9:15 A.M. on the old Auction Date. Thereafter, BD shall promptly notify customers of BD that BD believes are Existing Holders of Series W28 Preferred Shares and the Series W7 Preferred Shares, as the case may be, of such change in the Auction Date. (ic) The Auction Agent shall maintain from time to time may request BD to provide it with a registry list of the beneficial owners of the shares of MuniPreferred of each series who shall constitute respective customers BD believes are Existing Holders of shares of MuniPreferred of Series W28 Preferred Shares and the Series W7 Preferred Shares. BD shall comply with any such series for purposes of Auctions request, and the Auction Agent shall indicate thereon keep confidential any such information, including information received as to the identity of the respective Broker-Dealer of each Existing Holder, if any, on whose behalf such Broker- Dealer submitted the most recent Order Bidders in any Auction, and shall not disclose any such information so provided to any Person other than the Company; and such information shall not be used by the Auction which resulted in Agent or its officers, employees, agents or representatives for any purpose other than such Existing Holder continuing to hold or purchasing shares of MuniPreferred of such seriespurposes as are described herein. The Auction Agent shall keep transmit any list of customers BD believes are Existing Holders Series W28 Preferred Shares and the Series W7 Preferred Shares and information related thereto only to its officers, employees, agents or representatives in the Corporate Trust and Agency Group who need to know such registry current information for the purposes of acting in accordance with this Agreement and accurate. The Fund shall provide or prevent the transmission of such information to others and shall cause its officers, employees, agents and representatives to be provided to abide by the foregoing confidentiality restrictions; provided, however, that the Auction Agent at shall have no responsibility or prior to liability for the Date actions of Original Issue any of its officers, employees, agents or representatives after they have left the employ of the shares of MuniPreferred of each series a list of the initial Existing Holders of the shares of each such series of MuniPreferred, the number of shares purchased by each such Existing Holder and the respective Broker-Dealer of each such Existing Holder or the affiliate thereof through which each such Existing Holder purchased such shares. The Auction Agent shall advise the Fund in writing whenever the number of Existing Holders is 500 or more. The Auction Agent may rely upon, as conclusive evidence of the identities of the Existing Holders of shares of MuniPreferred of any series (A) such list, (B) the results of Auctions, (C) notices from any Broker- Dealer as described in the first sentence of Section 2.2(c)(iii) hereof and (D) the results of any procedures approved by the Fund that have been devised for the purpose of determining the identities of Existing Holders in situations where shares of MuniPreferred may have been transferred without compliance with any restriction on the transfer thereof set forth in the Auction ProceduresAgent. (iid) In the event of any partial redemption of any series of MuniPreferred, the Auction Agent shall, at least two Business Days prior to the next Auction for such series, request each Broker-Dealer to provide the Auction Agent with a list of Persons who such Broker-Dealer believes should remain Existing Holders after such redemption based upon inquiries of those Persons such Broker-Dealer believes are Beneficial Owners as a result of the most recent Auction and with respect to each such Person, the number of shares of MuniPreferred of such series such Broker-Dealer believes are owned by such Person after such redemption. In the absence of receiving any such information from any Broker-Dealer, the Auction Agent may continue to treat the Persons listed in its registry of Existing Holders as the beneficial owner of the number of shares of MuniPreferred of such series shown in such registry. (iii) The Auction Agent shall be required to register a transfer of shares of MuniPreferred of any series from an Existing Holder of such shares of MuniPreferred only if such transfer is to another Existing Holder, or other Person if permitted by the Fund, and only if such transfer is made (A) pursuant to an Auction, (B) the Auction Agent has been notified in writing (I) in a notice substantially in the form of Exhibit C to the Broker-Dealer Agreements by a Broker-Dealer of such transfer or (II) in a notice substantially in the form of Exhibit D to the Broker-Dealer Agreements by the Broker-Dealer of any Existing Holder, or other Person if permitted by the Fund, that purchased or sold such shares of MuniPreferred in an Auction of the failure of such shares of MuniPreferred to be transferred as a result of such Auction or (C) pursuant to procedures approved by the Fund that have been devised for the purpose of determining the identities of Existing Holders in situations where shares of MuniPreferred may have been transferred without compliance with any restriction on the transfer thereof set forth in the Auction Procedures. The Auction Agent is not required to accept the Purchaser's Letter for any such notice Potential Holder for an Auction unless it is received by the Auction Agent by 3:00 P.M. on the Business Day next preceding such Auction. (d) The Auction Agent may request the Broker-Dealers, as set forth in the Broker-Dealer Agreements, to provide the Auction Agent with a list of Persons who such Broker-Dealer believes should be Existing Holders based upon inquiries of those Persons such Broker-Dealer believes are Beneficial Owners as a result of the most recent Auction and with respect to each such Person, the number of shares of such series of MuniPreferred such Broker-Dealer believes to be owned by such Person. The Auction Agent shall keep confidential such registry of Existing Holders and shall not disclose the identities of the Existing Holders of such shares of MuniPreferred to any Person other than the Fund and the Broker-Dealer that provided such information.

Preparation for Each Auction. Maintenance of Registry of Beneficial ------------------------------------------------------------------- Owners. -------------------------------------- (a) Not later than seven days prior to the first Auction Date for the first series of MuniPreferred subject to an AuctionPreferred Shares, the Fund shall provide the Auction Agent with a list of the Broker-Dealers. Not later than seven days prior to any Auction Date for any series of MuniPreferred Preferred Shares for which any change in such list of Broker-Dealers is to be effective, the Fund will notify the Auction Agent in writing of such change and, if any such change involves the addition of a Broker-Dealer to such list, shall cause to be delivered to the Auction Agent for execution by the Auction Agent a Broker-Dealer Agreement manually signed by such Broker- Broker-Dealer; provided, -------- however, that if the Fund proposes to designate any Special Rate Period of any series of MuniPreferred ------- Preferred Shares pursuant to Section 4 of Part I of the StatementArticles Supplementary, not later than 11:00 A.M. on the Business Day next preceding the Auction next preceding the first day of such Rate Period or by such later time or date, or both, as may be agreed to by the Auction AgentPeriod, the Fund shall provide the Auction Agent with a list of the Broker-Dealers for such series and a manually signed copy of each Broker-Dealer Agreement or a new Schedule A to a Broker-Dealer Agreement (which Schedule A shall replace and supersede any previous Schedule A to such Broker-Dealer Agreement) with each Broker-Dealer for such seriesDealer. The Auction Agent and the Fund shall have entered into a Broker- Broker-Dealer Agreement with each Broker-Dealer prior to the participation of any such Broker-Dealer in any Auction. (b) In the event that any Auction Date for any series of MuniPreferred shall be changed after the Auction Agent shall have given the notice referred to in clause (vi) of paragraph (a) of the Settlement Procedures, or or, after the notice referred to in Section 2.5(a) hereof, if applicable, the Auction Agent, by such means as the Auction Agent deems practicable, shall give notice of such change to the Broker-Dealers for such series not later than the earlier of 9:15 A.M. on the new Auction Date or 9:15 A.M. on the old Auction Date. (i) The Auction Agent shall maintain a registry of the beneficial owners of the shares of MuniPreferred of each series Preferred Shares, who shall constitute Existing Holders of shares of MuniPreferred of such series Preferred Shares for purposes of Auctions and shall indicate thereon the identity of the respective Broker-Dealer of each Existing Holder, if any, on whose behalf such Broker- Broker-Dealer submitted the most recent Order order in any Auction which resulted in such Existing Holder continuing to hold or purchasing shares of MuniPreferred of such seriesPreferred Shares. The Auction Agent shall keep such registry current and accurate. The Fund shall provide or cause to be provided to the Auction Agent at or prior to the Date of Original Issue of the shares of MuniPreferred of each series a list of the initial Existing Holders of the shares of each such series of MuniPreferredPreferred Shares, the number of shares Preferred Shares purchased by each such Existing Holder and the respective Broker-Dealer of each such Existing Holder or the affiliate thereof through which each such Existing Holder purchased such shares. The Auction Agent shall advise the Fund in writing whenever the number of Existing Holders is 500 or more. The Auction Agent may rely upon, as conclusive evidence of the identities of the Existing Holders of shares of MuniPreferred of any series (A) such list, (B) the results of Auctions, (C) notices from any Broker- Dealer as described in the first sentence of Section 2.2(c)(iii) hereof and (D) the results of any procedures approved by the Fund that have been devised for the purpose of determining the identities of Existing Holders in situations where shares of MuniPreferred may have been transferred without compliance with any restriction on the transfer thereof set forth in the Auction Procedures. (ii) In the event of any partial redemption of any series of MuniPreferredPreferred Shares, the Auction Agent shall, at least two Business Days prior to the next Auction for such seriesPreferred Shares, request the Securities Depository of each Broker-Dealer Existing Holder of shares of Preferred Shares to provide disclose to the Auction Agent with a list (upon selection by the Securities Depositary of Persons who such Broker-Dealer believes should remain the Existing Holders after such redemption based upon inquiries of those Persons such Broker-Dealer believes whose shares are Beneficial Owners as a result of the most recent Auction and with respect to each such Person, be redeemed) the number of shares of MuniPreferred Preferred Shares, if any, of such series such Broker-Dealer believes Existing Holder which are owned by such Person after subject to such redemption, provided the Auction Agent has been furnished, at least three Business Days prior to such Auction, with the name and telephone number of a person or department at the Agent Member from which it shall request such information. In the absence of receiving any such information with respect to an Existing Holder, from any Broker-Dealersuch Existing Holder's Agent Member or otherwise, the Auction Agent may continue to treat the Persons listed in its registry of such Existing Holders Holder as the beneficial owner of the number of shares of MuniPreferred of such series Preferred Shares shown in such the Auction Agent's registry. (iii) The Auction Agent shall be required to register a transfer of shares of MuniPreferred of any series Preferred Shares from an Existing Holder of such shares of MuniPreferred to another Person only if (A) such transfer is to another Existing Holder, or other Person if permitted by the Fund, and only if such transfer is made (A) pursuant to an Auction, Auction or (B) the Auction Agent has been notified in writing (I) in a notice substantially in the form of Exhibit C E to the Broker- Dealer Agreements by such Existing Holder, the Agent Member of such Existing Holder or the Broker-Dealer Agreements by a Broker-Dealer of such Existing Holder of such transfer or (II) in a notice substantially in the form of Exhibit D F to the Broker-Dealer Agreements by the Broker-Dealer of any Existing Holder, or other Person if permitted by the Fund, that purchased or sold such shares of MuniPreferred Preferred Shares in an Auction of the failure of such shares of MuniPreferred Preferred Shares to be transferred as a result of such Auction or (C) pursuant to procedures approved by the Fund that have been devised for the purpose of determining the identities of Existing Holders in situations where shares of MuniPreferred may have been transferred without compliance with any restriction on the transfer thereof set forth in the Auction ProceduresAuction. The Auction Agent is not required to accept any such notice for an Auction unless it is received by the Auction Agent by 3:00 P.M. on the Business Day preceding such Auction. (d) The Auction Agent may request the Broker-Dealers, as set forth in the Broker-Dealer Agreements, to provide the Auction Agent with a list of Persons who their respective customers that such Broker-Dealer believes should be Dealers believe are Existing Holders based upon inquiries of those Persons such Broker-Dealer believes are Beneficial Owners as a result of the most recent Auction and with respect to each such Person, the number of shares of such series of MuniPreferred such Broker-Dealer believes to be owned by such PersonPreferred Shares. The Auction Agent shall keep confidential such registry of Existing Holders and shall not disclose the identities of the Existing Holders of such shares of MuniPreferred Preferred Shares to any Person other than the Fund and the Broker-Dealer that provided such information; and such information shall not be used by the Auction Agent or its officers, employees, agents or representatives for any purpose other than such purposes as are described herein. The Auction Agent shall transmit any list of customers that Broker-Dealers believe are Existing Holders of Preferred Shares and information related thereto only to its officers, employees, agents or representatives who need to know such information for the purposes of acting in accordance with this Agreement and shall use its reasonable efforts to prevent transmission of such information to others and shall cause its officers, employees, agents and representatives to abide by the foregoing confidentiality restrictions; provided, however, that the Auction Agent shall have no responsibility or -------- ------- liability for the actions of any of its officers, employees, agents or representatives after they have left the employ of the Auction Agent.

Preparation for Each Auction. Maintenance of Registry of Beneficial Owners. -------------------------------- (a) Not later than seven days prior to the first 9:30 a.m. on each Auction Date for the first series of MuniPreferred subject to an AuctionDate, the Fund shall provide the Auction Agent with a list of shall notify the Broker-Dealers. Not later than seven days prior to any Auction Date for any series Dealer by telephone of MuniPreferred for which any change in such list of Broker-Dealers is to be effectivethe All Hold Rate, the Fund will notify Maximum Rate, the Auction Agent Net Loan Rate and the Applicable LIBOR Rate used in writing determining such rates, provided, with respect to notification of such change andthe Net Loan Rate, if any such change involves the addition of a Broker-Dealer to such list, Administrator shall cause to be delivered have communicated to the Auction Agent for execution the components of the Net Loan Rate as required by the Auction Agent a Broker-Dealer Agreement signed by such Broker- Dealer; provided, however, that if the Fund proposes to designate any Special Rate Period of any series of MuniPreferred pursuant to Section 4 of Part I of the Statement, not later than 11:00 A.M. on the Business Day next preceding the Auction next preceding the first day of such Rate Period or by such later time or date, or both, as may be agreed to by the Auction Agent, the Fund shall provide the Auction Agent with a list of the Broker-Dealers for such series and a manually signed copy of each Broker-Dealer Agreement or a new Schedule A to a Broker-Dealer Agreement (which Schedule A shall replace and supersede any previous Schedule A to such Broker-Dealer Agreement) with each Broker-Dealer for such series. The Auction Agent and the Fund shall have entered into a Broker- Dealer Agreement with each Broker-Dealer prior to the participation of any such Broker-Dealer in any AuctionFourth Supplement. (b) In the event that any day that is scheduled to be an Auction Date for any series of MuniPreferred shall be changed after the Auction Agent shall have given the notice referred of such Auction Date pursuant to in clause (vivii) of paragraph (a) of the Settlement Procedures, or after the notice referred to in Section 2.5(a) hereof, if applicable, the Auction Agent, by such means as the Auction Agent deems practicable, shall give notice of such change to the Broker-Dealers for such series Dealer not later than the earlier of 9:15 A.M. a.m. on the new Auction Date or and 9:15 A.M. a.m. on the old Auction Date. Thereafter, the Broker-Dealer shall use its best efforts to promptly notify its customers who are Existing Owners of such change in the Auction Date. (ic) The Auction Agent shall maintain a registry From time to time upon request of the beneficial owners of Auction Agent, the shares of MuniPreferred of each series who shall constitute Existing Holders of shares of MuniPreferred of such series for purposes of Auctions and shall indicate thereon the identity of the respective Broker-Dealer of each Existing Holder, if any, on whose behalf such Broker- Dealer submitted the most recent Order in any Auction which resulted in such Existing Holder continuing to hold or purchasing shares of MuniPreferred of such series. The Auction Agent shall keep such registry current and accurate. The Fund shall provide or cause to be provided to the Auction Agent at or prior to the Date of Original Issue of the shares of MuniPreferred of each series a list of the initial Existing Holders of the shares of each such series of MuniPreferred, the number of shares purchased by each such Existing Holder and the respective Broker-Dealer of each such Existing Holder or the affiliate thereof through which each such Existing Holder purchased such shares. The Auction Agent shall advise the Fund in writing whenever the number of Existing Holders is 500 or more. The Auction Agent may rely upon, as conclusive evidence of the identities of the Existing Holders of shares of MuniPreferred of any series (A) such list, (B) the results of Auctions, (C) notices from any Broker- Dealer as described in the first sentence of Section 2.2(c)(iii) hereof and (D) the results of any procedures approved by the Fund that have been devised for the purpose of determining the identities of Existing Holders in situations where shares of MuniPreferred may have been transferred without compliance with any restriction on the transfer thereof set forth in the Auction Procedures. (ii) In the event of any partial redemption of any series of MuniPreferred, the Auction Agent shall, at least two Business Days prior to the next Auction for such series, request each Broker-Dealer to provide the Auction Agent with a list statement of Persons who such the aggregate amount of each Series of Notes held by the Broker-Dealer believes should remain as an Existing Holders after such redemption based upon inquiries Owner for its own account or otherwise, as well as with a list of those Persons such the Broker-Dealer's customers that the Broker-Dealer believes are Beneficial Existing Owners as a result of any Series of the most recent Auction Notes (listed by Series) and with respect to the aggregate principal amount of each Series of Notes beneficially owned by each such Personcustomer. Except as permitted by Section 2.10 of the Auction Agent Agreement, the number of shares of MuniPreferred of such series such Broker-Dealer believes are owned by such Person after such redemption. In the absence of receiving Auction Agent shall keep confidential any such information from and shall not disclose any such information so provided to any Person other than the Broker-Dealer, the Issuer and the Indenture Trustee, provided that the Auction Agent may continue reserves the right to treat the Persons listed in disclose any such information if it is advised by its registry of Existing Holders as the beneficial owner of the number of shares of MuniPreferred of such series shown in such registry.counsel that its failure to do so would be unlawful or (iiid) The Auction Agent shall be required to register send by telecopy or other means a transfer of shares of MuniPreferred copy of any series from an Existing Holder Notice of such shares of MuniPreferred only if such transfer is to another Existing HolderNotes Outstanding, or other Person if permitted by the Fund, and only if such transfer is made (A) pursuant to an Auction, (B) the Auction Agent has been notified in writing (I) in a notice substantially in the form of Exhibit C to the Broker-Dealer Agreements by a Broker-Dealer of such transfer or (II) in a notice substantially in Auction Agent Agreement, received from the form of Exhibit D Indenture Trustee to the Broker-Dealer Agreements by the Broker-Dealer of any Existing Holder, or other Person if permitted by the Fund, that purchased or sold such shares of MuniPreferred in an Auction of the failure of such shares of MuniPreferred to be transferred as a result of such Auction or (C) pursuant to procedures approved by the Fund that have been devised for the purpose of determining the identities of Existing Holders in situations where shares of MuniPreferred may have been transferred without compliance accordance with any restriction on the transfer thereof set forth in the Auction Procedures. The Auction Agent is not required to accept any such notice for an Auction unless it is received by the Auction Agent by 3:00 P.M. on the Business Day preceding such AuctionSection 4.3 hereof. (d) The Auction Agent may request the Broker-Dealers, as set forth in the Broker-Dealer Agreements, to provide the Auction Agent with a list of Persons who such Broker-Dealer believes should be Existing Holders based upon inquiries of those Persons such Broker-Dealer believes are Beneficial Owners as a result of the most recent Auction and with respect to each such Person, the number of shares of such series of MuniPreferred such Broker-Dealer believes to be owned by such Person. The Auction Agent shall keep confidential such registry of Existing Holders and shall not disclose the identities of the Existing Holders of such shares of MuniPreferred to any Person other than the Fund and the Broker-Dealer that provided such information.

Preparation for Each Auction. Maintenance of Registry of Beneficial Owners. -------------------------------- (a) Not later than seven days prior to the first 9:30 A.M. on each Auction Date for the first both series of MuniPreferred subject to an AuctionPreferred Shares, the Fund shall provide the Auction Agent with a list shall advise BD by telephone of the Broker-Dealers. Not later than seven days prior to any Maximum Applicable Rate in effect on such Auction Date for any series as determined from the higher of MuniPreferred for which any change the 30-day "AA" Composite Commercial Paper Rate and the Taxable Equivalent of the Short-Term Municipal Bond Rate (except in such list of Broker-Dealers is to be effective, the Fund will notify the Auction Agent in writing of such change and, if any such change involves the addition case of a Broker-Dealer to such list, Special Dividend Period in which case the Maximum Applicable Rate shall cause to be delivered to determined from the Auction Agent for execution by the Auction Agent a Broker-Dealer Agreement signed by such Broker- Dealer; provided, however, that if the Fund proposes to designate any Special Rate Period of any series of MuniPreferred pursuant to Section 4 of Part I higher of the Statement, not later than 11:00 A.M. on Special Dividend Period Reference Rate and the Business Day next preceding the Auction next preceding the first day of such Rate Period or by such later time or date, or both, as may be agreed to by the Auction Agent, the Fund shall provide the Auction Agent with a list Taxable Equivalent of the BrokerShort-Dealers for such series and a manually signed copy of each Broker-Dealer Agreement or a new Schedule A to a Broker-Dealer Agreement (which Schedule A shall replace and supersede any previous Schedule A to such Broker-Dealer Agreement) with each Broker-Dealer for such series. The Auction Agent and the Fund shall have entered into a Broker- Dealer Agreement with each Broker-Dealer prior to the participation of any such Broker-Dealer in any AuctionTerm Municipal Bond Rate.) (b) In the event that any the Auction Date for any series of MuniPreferred Auction shall be changed after the Auction Agent shall have has given the notice referred to in clause (vivii) of paragraph (a) of the Settlement Procedures, or after the notice referred to in Section 2.5(a) hereof, if applicable, the Auction Agent, by such means as the Auction Agent deems practicable, shall give notice of such change to the Broker-Dealers for such series BD not later than the earlier of 9:15 A.M. on the new Auction Date or 9:15 A.M. on the old Auction Date. Thereafter, BD shall promptly notify customers of BD that BD believes are Beneficial Owners of Series T7 Preferred Shares or Series T28 Preferred Shares, as the case may be, of such change in the Auction Date. (ic) The Auction Agent shall maintain a registry of the beneficial owners of the shares of MuniPreferred of each series who shall constitute Existing Holders of shares of MuniPreferred of such series for purposes of Auctions and shall indicate thereon the identity of the respective Broker-Dealer of each Existing Holder, if any, on whose behalf such Broker- Dealer submitted the most recent Order in any Auction which resulted in such Existing Holder continuing from time to hold or purchasing shares of MuniPreferred of such series. The Auction Agent shall keep such registry current and accurate. The Fund shall time may request BD to provide or cause to be provided to the Auction Agent at or prior to the Date of Original Issue of the shares of MuniPreferred of each series it with a list of the initial Existing Holders of the shares of each such series of MuniPreferred, the number of shares purchased by each such Existing Holder and the respective Broker-Dealer of each such Existing Holder or the affiliate thereof through which each such Existing Holder purchased such shares. The Auction Agent shall advise the Fund in writing whenever the number of Existing Holders is 500 or more. The Auction Agent may rely upon, as conclusive evidence of the identities of the Existing Holders of shares of MuniPreferred of any series (A) such list, (B) the results of Auctions, (C) notices from any Broker- Dealer as described in the first sentence of Section 2.2(c)(iii) hereof and (D) the results of any procedures approved by the Fund that have been devised for the purpose of determining the identities of Existing Holders in situations where shares of MuniPreferred may have been transferred without compliance with any restriction on the transfer thereof set forth in the Auction Procedures. (ii) In the event of any partial redemption of any series of MuniPreferred, the Auction Agent shall, at least two Business Days prior to the next Auction for such series, request each Broker-Dealer to provide the Auction Agent with a list of Persons who such Broker-Dealer believes should remain Existing Holders after such redemption based upon inquiries of those Persons such Broker-Dealer customers BD believes are Beneficial Owners as a result of the most recent Auction and with respect to each such Person, the number of shares of MuniPreferred of such series such Broker-Dealer believes are owned by such Person after such redemptionSeries T7 Preferred Shares or Series T28 Preferred Shares. In the absence of receiving BD shall comply with any such information from any Broker-Dealer, the Auction Agent may continue to treat the Persons listed in its registry of Existing Holders as the beneficial owner of the number of shares of MuniPreferred of such series shown in such registry. (iii) The Auction Agent shall be required to register a transfer of shares of MuniPreferred of any series from an Existing Holder of such shares of MuniPreferred only if such transfer is to another Existing Holder, or other Person if permitted by the Fundrequest, and only if such transfer is made (A) pursuant to an Auction, (B) the Auction Agent has been notified in writing (I) in a notice substantially in the form of Exhibit C to the Broker-Dealer Agreements by a Broker-Dealer of such transfer or (II) in a notice substantially in the form of Exhibit D to the Broker-Dealer Agreements by the Broker-Dealer of any Existing Holder, or other Person if permitted by the Fund, that purchased or sold such shares of MuniPreferred in an Auction of the failure of such shares of MuniPreferred to be transferred as a result of such Auction or (C) pursuant to procedures approved by the Fund that have been devised for the purpose of determining the identities of Existing Holders in situations where shares of MuniPreferred may have been transferred without compliance with any restriction on the transfer thereof set forth in the Auction Procedures. The Auction Agent is not required to accept any such notice for an Auction unless it is received by the Auction Agent by 3:00 P.M. on the Business Day preceding such Auction. (d) The Auction Agent may request the Broker-Dealers, as set forth in the Broker-Dealer Agreements, to provide the Auction Agent with a list of Persons who such Broker-Dealer believes should be Existing Holders based upon inquiries of those Persons such Broker-Dealer believes are Beneficial Owners as a result of the most recent Auction and with respect to each such Person, the number of shares of such series of MuniPreferred such Broker-Dealer believes to be owned by such Person. The Auction Agent shall keep confidential any such registry information, including information received as to the identity of Existing Holders Bidders in any Auction, and shall not disclose the identities of the Existing Holders of any such shares of MuniPreferred information so provided to any Person other than the Fund Company; and such information shall not be used by the Broker-Dealer Auction Agent or its officers, employees, agents or representatives for any purpose other than such purposes as are described herein. The Auction Agent shall transmit any list of customers BD believes are Beneficial Owners of Series T7 Preferred Shares or Series T28 Preferred Shares and information related thereto only to its officers, employees, agents or representatives in the Corporate Trust and Agency Group who need to know such information for the purposes of acting in accordance with this Agreement and shall prevent the transmission of such information to others and shall cause its officers, employees, agents and representatives to abide by the foregoing confidentiality restrictions; provided, however, that provided such informationthe Auction Agent shall have no responsibility or liability for the actions of any of its officers, employees, agents or representatives after they have left the employ of the Auction Agent.

Preparation for Each Auction. Maintenance of Registry of Beneficial Owners. -------------------------------- (a) Not later than seven days prior to the first Auction Date for the first series of MuniPreferred subject to an Auction, the Fund shall provide the Auction Agent with a list of the Broker-Dealers. Not later than seven days prior to any 9:30 A.M. on each Auction Date for any series of MuniPreferred for which any change in such list of Broker-Dealers is to be effectiveMuniPreferred, the Fund will notify the Auction Agent in writing of such change and, if any such change involves the addition of a Broker-Dealer to such list, shall cause to be delivered to the Auction Agent for execution by the Auction Agent a Broker-Dealer Agreement signed by such Broker- Dealer; provided, however, that if the Fund proposes to designate any Special Rate Period of any series of MuniPreferred pursuant to Section 4 of Part I of the Statement, not later than 11:00 A.M. on the Business Day next preceding the Auction next preceding the first day of such Rate Period or by such later time or date, or both, as may be agreed to by the Auction Agent, the Fund shall provide the Auction Agent with a list of advise the Broker-Dealers for such series and a manually signed copy by telephone of each Broker-Dealer Agreement or a new Schedule A to a Broker-Dealer Agreement (which Schedule A shall replace and supersede any previous Schedule A to such Broker-Dealer Agreement) with each Broker-Dealer for such series. The Auction Agent the Maximum Rate therefor and the Fund shall have entered into a Broker- Dealer Agreement with each Broker-Dealer prior to Reference Rate(s) and Treasury Note Rate(s), as the participation of any case may be, used in determining such Broker-Dealer in any AuctionMaximum Rate. (b) In the event that any Auction Date for any series of MuniPreferred shall be changed after the Auction Agent shall have for such series has given the notice referred to in clause (vi) of paragraph (a) of the Settlement Procedures, or after the notice referred to in Section 2.5(a) hereof, if applicable, the such Auction Agent, by such means as the such Auction Agent deems practicable, shall give notice of such change to the BD, if it is a Broker-Dealers Dealer for such series series, not later than the earlier of 9:15 A.M. on the new Auction Date or 9:15 A.M. on the old Auction Date. (ic) The Auction Agent shall maintain a registry of the beneficial owners of the shares of MuniPreferred of each series who shall constitute Existing Holders of shares of MuniPreferred of such series for For purposes of Auctions and shall indicate thereon the identity of the respective Broker-Dealer of each Existing Holder, if any, on whose behalf such Broker- Dealer submitted the most recent Order in any Auction which resulted in such Existing Holder continuing to hold or purchasing shares of MuniPreferred of such series. The Auction Agent shall keep such registry current and accurate. The Fund shall provide or cause to be provided to the Auction Agent at or prior to the Date of Original Issue of the shares of MuniPreferred of each series a maintaining its list of the initial Existing Holders of the shares of each such series of MuniPreferred, the number of shares purchased by each such Existing Holder and the respective Broker-Dealer of each such Existing Holder or the affiliate thereof through which each such Existing Holder purchased such shares. The Auction Agent shall advise the Fund in writing whenever the number of Existing Holders is 500 or more. The Auction Agent may rely upon, as conclusive evidence of the identities of the Existing Holders of shares of MuniPreferred of any series (A) such list, (B) the results of Auctions, (C) notices from any Broker- Dealer as described in the first sentence of Section 2.2(c)(iii) hereof and (D) the results of any procedures approved by the Fund that have been devised for the purpose of determining the identities of Existing Holders in situations where shares of MuniPreferred may have been transferred without compliance with any restriction on the transfer thereof set forth in the Auction Procedures. (ii) In the event of any partial redemption of any series of MuniPreferredHolders, the Auction Agent shall, at least two Business Days prior for any series of MuniPreferred from time to the next Auction for such series, time may request each any Broker-Dealer to provide the Auction Agent with a list of Persons who such Broker-Dealer believes should remain Existing Holders after such redemption based upon inquiries of those Persons such Broker-Dealer believes are Beneficial Owners as a result of the most recent Auction and with respect to each such Person, the number of shares of MuniPreferred of such series such Broker-Dealer believes are owned by such Person after such redemption. In the absence of receiving any such information from any Broker-Dealer, the Auction Agent may continue to treat the Persons listed in its registry of Existing Holders as the beneficial owner of the number of shares of MuniPreferred of such series shown in such registry. (iii) The Auction Agent shall be required to register a transfer of shares of MuniPreferred of any series from an Existing Holder of such shares of MuniPreferred only if such transfer is to another Existing Holder, or other Person if permitted by the Fund, and only if such transfer is made (A) pursuant to an Auction, (B) the Auction Agent has been notified in writing (I) in a notice substantially in the form of Exhibit C to the Broker-Dealer Agreements by a Broker-Dealer of such transfer or (II) in a notice substantially in the form of Exhibit D to the Broker-Dealer Agreements by the Broker-Dealer of any Existing Holder, or other Person if permitted by the Fund, that purchased or sold such shares of MuniPreferred in an Auction of the failure of such shares of MuniPreferred to be transferred as a result of such Auction or (C) pursuant to procedures approved by the Fund that have been devised for the purpose of determining the identities of Existing Holders in situations where shares of MuniPreferred may have been transferred without compliance with any restriction on the transfer thereof set forth in the Auction Procedures. The Auction Agent is not required to accept any such notice for an Auction unless it is received by the Auction Agent by 3:00 P.M. on the Business Day preceding such Auction. (d) The Auction Agent may request the Broker-Dealers, as set forth in the Broker-Dealer Agreements, to provide the Auction Agent with a list of Persons who such Broker-Dealer believes should be Existing Holders based upon inquiries of those Persons such Broker-Dealer believes are Beneficial Owners as a result of the most recent Auction and with respect to each such Person, the number of shares of such series of MuniPreferred such Broker-Dealer believes to be are owned by such Person. The BD shall comply with any such request relating to a series of MuniPreferred in respect of which BD was named a Broker-Dealer, and the Auction Agent shall keep confidential any such registry of Existing Holders information so provided by BD and shall not disclose the identities of the Existing Holders of such shares of MuniPreferred any information so provided by BD to any Person other than the Fund and BD. (d) BD agrees to maintain a list of customers relating to a series of MuniPreferred and to use its best efforts, subject to existing laws and regulations, to contact the Broker-Dealer that provided customers on such informationlist whom BD believes may be interested in participating in the Auction on each Auction Date, as a Potential Holder or a Potential Beneficial Owner, for the purposes set forth in the Auction Procedures. Nothing herein shall require BD to submit an order for any customer in any Auction. (e) The Auction Agent's registry of Existing Holders of shares of a series of MuniPreferred shall be conclusive and binding on BD. BD may inquire of the Auction Agent between 3:00 P.M. on the Business Day preceding an Auction for shares of a series of MuniPreferred and 9:30 A.M. on the Auction Date for such Auction to ascertain the number of shares of such series in respect of which the Auction Agent has determined BD to be an

Preparation for Each Auction. Maintenance of Registry of Beneficial Owners. -------------------------------- (a) Not later than seven days prior to the first 9:30 a.m. on each Auction Date for the first series of MuniPreferred subject to an AuctionDate, the Fund shall provide the Auction Agent with a list of shall notify the Broker-Dealers. Not later than seven days prior to any Auction Date for any series Dealer by telephone of MuniPreferred for which any change in such list of Broker-Dealers is to be effectivethe All Hold Rate, the Fund will notify Maximum Rate, the Auction Agent Net Loan Rate and the Applicable LIBOR Rate used in writing determining such rates, provided, with respect to notification of such change andthe Net Loan Rate, if any such change involves the addition of a Broker-Dealer to such list, Administrator shall cause to be delivered have communicated to the Auction Agent for execution the components of the Net Loan Rate as required by the Auction Agent a Broker-Dealer Agreement signed by such Broker- Dealer; provided, however, that if the Fund proposes to designate any Special Rate Period of any series of MuniPreferred pursuant to Section 4 of Part I of the Statement, not later than 11:00 A.M. on the Business Day next preceding the Auction next preceding the first day of such Rate Period or by such later time or date, or both, as may be agreed to by the Auction Agent, the Fund shall provide the Auction Agent with a list of the Broker-Dealers for such series and a manually signed copy of each Broker-Dealer Agreement or a new Schedule A to a Broker-Dealer Agreement (which Schedule A shall replace and supersede any previous Schedule A to such Broker-Dealer Agreement) with each Broker-Dealer for such series. The Auction Agent and the Fund shall have entered into a Broker- Dealer Agreement with each Broker-Dealer prior to the participation of any such Broker-Dealer in any AuctionFourth Supplement. (b) In the event that any day that is scheduled to be an Auction Date for any series of MuniPreferred shall be changed after the Auction Agent shall have given the notice referred of such Auction Date pursuant to in clause (vivii) of paragraph (a) of the Settlement Procedures, or after the notice referred to in Section 2.5(a) hereof, if applicable, the Auction Agent, by such means as the Auction Agent deems practicable, shall give notice of such change to the Broker-Dealers for such series Dealer not later than the earlier of 9:15 A.M. a.m. on the new Auction Date or and 9:15 A.M. a.m. on the old Auction Date. Thereafter, the Broker-Dealer shall use its best efforts to promptly notify its customers who are Existing Owners of such change in the Auction Date. (ic) The Auction Agent shall maintain a registry From time to time upon request of the beneficial owners of Auction Agent, the shares of MuniPreferred of each series who shall constitute Existing Holders of shares of MuniPreferred of such series for purposes of Auctions and shall indicate thereon the identity of the respective Broker-Dealer of each Existing Holder, if any, on whose behalf such Broker- Dealer submitted the most recent Order in any Auction which resulted in such Existing Holder continuing to hold or purchasing shares of MuniPreferred of such series. The Auction Agent shall keep such registry current and accurate. The Fund shall provide or cause to be provided to the Auction Agent at or prior to the Date of Original Issue of the shares of MuniPreferred of each series a list of the initial Existing Holders of the shares of each such series of MuniPreferred, the number of shares purchased by each such Existing Holder and the respective Broker-Dealer of each such Existing Holder or the affiliate thereof through which each such Existing Holder purchased such shares. The Auction Agent shall advise the Fund in writing whenever the number of Existing Holders is 500 or more. The Auction Agent may rely upon, as conclusive evidence of the identities of the Existing Holders of shares of MuniPreferred of any series (A) such list, (B) the results of Auctions, (C) notices from any Broker- Dealer as described in the first sentence of Section 2.2(c)(iii) hereof and (D) the results of any procedures approved by the Fund that have been devised for the purpose of determining the identities of Existing Holders in situations where shares of MuniPreferred may have been transferred without compliance with any restriction on the transfer thereof set forth in the Auction Procedures. (ii) In the event of any partial redemption of any series of MuniPreferred, the Auction Agent shall, at least two Business Days prior to the next Auction for such series, request each Broker-Dealer to provide the Auction Agent with a list statement of Persons who such the aggregate amount of each Series of Notes held by the Broker-Dealer believes should remain as an Existing Holders after such redemption based upon inquiries Owner for its own account or otherwise, as well as with a list of those Persons such the Broker-Dealer's customers that the Broker-Dealer believes are Beneficial Existing Owners as a result of any Series of the most recent Auction Notes (listed by Series) and with respect to the aggregate principal amount of each Series of Notes beneficially owned by each such Personcustomer. Except as permitted by Section 2.10 of the Auction Agent Agreement, the number of shares of MuniPreferred of such series such Broker-Dealer believes are owned by such Person after such redemption. In the absence of receiving Auction Agent shall keep confidential any such information from and shall not disclose any such information so provided to any Person other than the Broker-Dealer, the Issuer and the Indenture Trustee, provided that the Auction Agent may continue reserves the right to treat disclose any such information if it is advised by its counsel that its failure to do so would be unlawful or would expose the Persons listed in its registry of Existing Holders as Auction Agent to liability, loss, claim or damage for which the beneficial owner of the number of shares of MuniPreferred of such series shown in such registry. (iii) Auction Agent has not previously received indemnity reasonably satisfactory to it. The Auction Agent shall be required to register a transfer of shares of MuniPreferred of any series from an Existing Holder of such shares of MuniPreferred only if such transfer is to another Existing Holder, or other Person if permitted by the Fund, and only if such transfer is made (A) pursuant to an Auction, (B) the Auction Agent has been notified in writing (I) in a notice substantially in the form of Exhibit C to notify the Broker-Dealer Agreements by a Broker-Dealer of such transfer or (II) in a notice substantially in Dealer, the form of Exhibit D to Issuer and the Broker-Dealer Agreements by the Broker-Dealer Indenture Trustee promptly upon receipt of any Existing Holder, request or other Person if permitted by the Fund, that purchased or sold demand to disclose such shares of MuniPreferred in an Auction of the failure of such shares of MuniPreferred to be transferred as a result of such Auction or (C) pursuant to procedures approved by the Fund that have been devised for the purpose of determining the identities of Existing Holders in situations where shares of MuniPreferred may have been transferred without compliance information and shall cooperate with any restriction on the transfer thereof set forth in the Auction Procedures. The Auction Agent is not required to accept any such notice for an Auction unless it is received by the Auction Agent by 3:00 P.M. on the Business Day preceding such Auctionparty seeking a protective order or similar relief. (d) The Auction Agent may request shall send by telecopy or other means a copy of any Notice of Notes Outstanding, in substantially the Broker-Dealersform of Exhibit C to the Auction Agent Agreement, as set forth in received from the Indenture Trustee to the Broker-Dealer Agreements, to provide the Auction Agent in accordance with a list of Persons who such Broker-Dealer believes should be Existing Holders based upon inquiries of those Persons such Broker-Dealer believes are Beneficial Owners as a result of the most recent Auction and with respect to each such Person, the number of shares of such series of MuniPreferred such Broker-Dealer believes to be owned by such Person. The Auction Agent shall keep confidential such registry of Existing Holders and shall not disclose the identities of the Existing Holders of such shares of MuniPreferred to any Person other than the Fund and the Broker-Dealer that provided such informationSection 4.3 hereof.

Preparation for Each Auction. Maintenance of Registry of Beneficial Owners. -------------------------------- (a) Not later than seven days prior to the first 9:30 A.M. on each Auction Date for the first both series of MuniPreferred subject to an AuctionPreferred Shares, the Fund shall provide the Auction Agent with a list shall advise BD by telephone of the Broker-Dealers. Not later than seven days prior to any Maximum Applicable Rate in effect on such Auction Date for any series as determined from the higher of MuniPreferred for which any change the 30-day "AA" Composite Commercial Paper Rate and the Taxable Equivalent of the Short-Term Municipal Bond Rate (except in such list of Broker-Dealers is to be effective, the Fund will notify the Auction Agent in writing of such change and, if any such change involves the addition case of a Broker-Dealer to such list, Special Dividend Period in which case the Maximum Applicable Rate shall cause to be delivered to determined from the Auction Agent for execution by the Auction Agent a Broker-Dealer Agreement signed by such Broker- Dealer; provided, however, that if the Fund proposes to designate any Special Rate Period of any series of MuniPreferred pursuant to Section 4 of Part I higher of the Statement, not later than 11:00 A.M. on Special Dividend Period Reference Rate and the Business Day next preceding the Auction next preceding the first day of such Rate Period or by such later time or date, or both, as may be agreed to by the Auction Agent, the Fund shall provide the Auction Agent with a list Taxable Equivalent of the BrokerShort-Dealers for such series and a manually signed copy of each Broker-Dealer Agreement or a new Schedule A to a Broker-Dealer Agreement (which Schedule A shall replace and supersede any previous Schedule A to such Broker-Dealer Agreement) with each Broker-Dealer for such series. The Auction Agent and the Fund shall have entered into a Broker- Dealer Agreement with each Broker-Dealer prior to the participation of any such Broker-Dealer in any AuctionTerm Municipal Bond Rate. (b) In the event that any the Auction Date for any series of MuniPreferred Auction shall be changed after the Auction Agent shall have has given the notice referred to in clause (vivii) of paragraph (a) of the Settlement Procedures, or after the notice referred to in Section 2.5(a) hereof, if applicable, the Auction Agent, by such means as the Auction Agent deems practicable, shall give notice of such change to the Broker-Dealers for such series BD not later than the earlier of 9:15 A.M. on the new Auction Date or 9:15 A.M. on the old Auction Date. Thereafter, BD shall promptly notify customers of BD that BD believes are Existing Holders of Series T7 Preferred Shares, Series T28 Preferred Shares, Series R7 Preferred Shares or Series R28 Preferred Shares, as the case may be, of such change in the Auction Date. (ic) The Auction Agent shall maintain from time to time may request BD to provide it with a registry list of the beneficial owners of the shares of MuniPreferred of each series who shall constitute respective customers BD believes are Existing Holders of shares of MuniPreferred of Series T7 Preferred Shares, Series T28 Preferred Shares, Series R7 Preferred Shares or Series R28 Preferred Shares. BD shall comply with any such series for purposes of Auctions request, and the Auction Agent shall indicate thereon keep confidential any such information, including information received as to the identity of the respective Broker-Dealer of each Existing Holder, if any, on whose behalf such Broker- Dealer submitted the most recent Order Bidders in any Auction, and shall not disclose any such information so provided to any Person other than the Company; and such information shall not be used by the Auction which resulted in Agent or its officers, employees, agents or representatives for any purpose other than such Existing Holder continuing to hold or purchasing shares of MuniPreferred of such seriespurposes as are described herein. The Auction Agent shall keep transmit any list of customers BD believes are Existing Holders of Series T7 Preferred Shares, Series T28 Preferred Shares, Series R7 Preferred Shares or Series R28 Preferred Shares and information related thereto only to its officers, employees, agents or representatives in the Corporate Trust and Agency Group who need to know such registry current information for the purposes of acting in accordance with this Agreement and accurate. The Fund shall provide or prevent the transmission of such information to others and shall cause its officers, employees, agents and representatives to be provided to abide by the foregoing confidentiality restrictions; provided, however, that the Auction Agent at shall have no responsibility or prior to liability for the Date actions of Original Issue any of its officers, employees, agents or representatives after they have left the employ of the shares of MuniPreferred of each series a list of the initial Existing Holders of the shares of each such series of MuniPreferred, the number of shares purchased by each such Existing Holder and the respective Broker-Dealer of each such Existing Holder or the affiliate thereof through which each such Existing Holder purchased such shares. The Auction Agent shall advise the Fund in writing whenever the number of Existing Holders is 500 or more. The Auction Agent may rely upon, as conclusive evidence of the identities of the Existing Holders of shares of MuniPreferred of any series (A) such list, (B) the results of Auctions, (C) notices from any Broker- Dealer as described in the first sentence of Section 2.2(c)(iii) hereof and (D) the results of any procedures approved by the Fund that have been devised for the purpose of determining the identities of Existing Holders in situations where shares of MuniPreferred may have been transferred without compliance with any restriction on the transfer thereof set forth in the Auction ProceduresAgent. (iid) In the event of any partial redemption of any series of MuniPreferred, the Auction Agent shall, at least two Business Days prior to the next Auction for such series, request each Broker-Dealer to provide the Auction Agent with a list of Persons who such Broker-Dealer believes should remain Existing Holders after such redemption based upon inquiries of those Persons such Broker-Dealer believes are Beneficial Owners as a result of the most recent Auction and with respect to each such Person, the number of shares of MuniPreferred of such series such Broker-Dealer believes are owned by such Person after such redemption. In the absence of receiving any such information from any Broker-Dealer, the Auction Agent may continue to treat the Persons listed in its registry of Existing Holders as the beneficial owner of the number of shares of MuniPreferred of such series shown in such registry. (iii) The Auction Agent shall be required to register a transfer of shares of MuniPreferred of any series from an Existing Holder of such shares of MuniPreferred only if such transfer is to another Existing Holder, or other Person if permitted by the Fund, and only if such transfer is made (A) pursuant to an Auction, (B) the Auction Agent has been notified in writing (I) in a notice substantially in the form of Exhibit C to the Broker-Dealer Agreements by a Broker-Dealer of such transfer or (II) in a notice substantially in the form of Exhibit D to the Broker-Dealer Agreements by the Broker-Dealer of any Existing Holder, or other Person if permitted by the Fund, that purchased or sold such shares of MuniPreferred in an Auction of the failure of such shares of MuniPreferred to be transferred as a result of such Auction or (C) pursuant to procedures approved by the Fund that have been devised for the purpose of determining the identities of Existing Holders in situations where shares of MuniPreferred may have been transferred without compliance with any restriction on the transfer thereof set forth in the Auction Procedures. The Auction Agent is not required to accept the Purchaser's Letter for any such notice Potential Holder for an Auction unless it is received by the Auction Agent by 3:00 P.M. on the Business Day next preceding such Auction. (d) The Auction Agent may request the Broker-Dealers, as set forth in the Broker-Dealer Agreements, to provide the Auction Agent with a list of Persons who such Broker-Dealer believes should be Existing Holders based upon inquiries of those Persons such Broker-Dealer believes are Beneficial Owners as a result of the most recent Auction and with respect to each such Person, the number of shares of such series of MuniPreferred such Broker-Dealer believes to be owned by such Person. The Auction Agent shall keep confidential such registry of Existing Holders and shall not disclose the identities of the Existing Holders of such shares of MuniPreferred to any Person other than the Fund and the Broker-Dealer that provided such information.

Preparation for Each Auction. Maintenance of Registry of Beneficial Owners. -------------------------------- (a) Not later than seven days prior to the first 9:30 a.m. on each Auction Date for the first series of MuniPreferred subject to an AuctionPreferred Shares, the Fund shall provide the Auction Agent with a list shall advise BD by telephone or other electronic means, and shall promptly confirm such advice in writing, of (i) the Broker-Dealers. Not later than seven days prior to any Auction Date for any series of MuniPreferred for which any change in such list of Broker-Dealers is to be effectiveMaximum Rate and (ii) when applicable, the Fund will notify the Auction Agent in writing of such change and, if any such change involves the addition of a Broker-Dealer to such list, shall cause to be delivered to the Auction Agent for execution by the Auction Agent a Broker-Dealer Agreement signed by such Broker- Dealer; provided, however, that if the Fund proposes to designate any Special Rate Period of any series of MuniPreferred pursuant to Section 4 of Part I of the Statement, not later than 11:00 A.M. on the Business Day next preceding the Auction next preceding the first day of such Rate Period or by such later time or date, or both, as may be agreed to by the Auction Agent, the Fund shall provide the Auction Agent with a list of the Broker-Dealers for such series and a manually signed copy of each Broker-Dealer Agreement or a new Schedule A to a Broker-Dealer Agreement (which Schedule A shall replace and supersede any previous Schedule A to such Broker-Dealer Agreement) with each Broker-Dealer for such series. The Auction Agent and the Fund shall have entered into a Broker- Dealer Agreement with each Broker-Dealer prior to the participation of any such Broker-Dealer in any AuctionReference Rate. (b) In As promptly as practicable after determining each Auction Date, but not later than 9:15 a.m. on the event that any Business Day preceding such Auction Date, the Auction Agent shall notify BD, by such means as the Auction Agent deems practicable, of the scheduled date of such Auction Date. If the Auction Date for any series of MuniPreferred Auction shall be changed after the Auction Agent shall have has given such notice or the notice referred to in clause (vivii) of paragraph (a) of the Settlement Procedures, or after the notice referred to in Section 2.5(a) hereof, if applicable, the Auction Agent, by such means as the Auction Agent deems practicable, shall give notice of such change to the Broker-Dealers for such series BD not later than the earlier of (x) 9:15 A.M. a.m. on the new Auction Date or Date, and (y) 9:15 A.M. a.m. on the old original Auction Date. Thereafter, BD shall promptly notify customers of BD that are Existing Holders of such change in the Auction Date. (ic) The If required by applicable law, or requested by the Auction Agent shall maintain a registry of the beneficial owners of the shares of MuniPreferred of each series who shall constitute Existing Holders of shares of MuniPreferred of such series for purposes of Auctions and shall indicate thereon the identity of the respective Broker-Dealer of each Existing HolderAgent, if any, on whose behalf such Broker- Dealer submitted the most recent Order in any Auction which resulted in such Existing Holder continuing to hold or purchasing shares of MuniPreferred of such series. The Auction Agent shall keep such registry current and accurate. The Fund BD shall provide or cause to be provided to the Auction Agent at or prior to the Date of Original Issue of the shares of MuniPreferred of each series a list of the initial Existing Holders of the shares of each such series of MuniPreferred, the number of shares purchased by each such Existing Holder and the respective Broker-Dealer of each such Existing Holder or the affiliate thereof through which each such Existing Holder purchased such shares. The Auction Agent shall advise the Fund in writing whenever the number of Existing Holders is 500 or more. The Auction Agent may rely upon, as conclusive evidence of the identities of the Existing Holders of shares of MuniPreferred of any series (A) such list, (B) the results of Auctions, (C) notices from any Broker- Dealer as described in the first sentence of Section 2.2(c)(iii) hereof and (D) the results of any procedures approved by the Fund that have been devised for the purpose of determining the identities of Existing Holders in situations where shares of MuniPreferred may have been transferred without compliance with any restriction on the transfer thereof set forth in the Auction Procedures. (ii) In the event of any partial redemption of any series of MuniPreferred, the Auction Agent shall, at least two Business Days prior to the next Auction for such series, request each Broker-Dealer to provide the Auction Agent with a list of Persons who such Broker-Dealer believes should remain Existing Holders after such redemption based upon inquiries of those Persons such Broker-Dealer believes are Beneficial Owners as a result of the most recent Auction and with respect to each such Person, the number of shares of MuniPreferred of such series such Broker-Dealer believes are owned by such Person after such redemption. In the absence of receiving any such information from any Broker-Dealer, the Auction Agent may continue to treat the Persons listed in its registry of Existing Holders as the beneficial owner of the number of shares of MuniPreferred of such series shown in such registry. (iii) The Auction Agent shall be required to register a transfer of shares of MuniPreferred of any series from an Existing Holder of such shares of MuniPreferred only if such transfer is to another Existing Holder, or other Person if permitted by the Fund, and only if such transfer is made (A) pursuant to an Auction, (B) the Auction Agent has been notified in writing (I) in a notice substantially in the form of Exhibit C to the Broker-Dealer Agreements by a Broker-Dealer of such transfer or (II) in a notice substantially in the form of Exhibit D to the Broker-Dealer Agreements by the Broker-Dealer of any Existing Holder, or other Person if permitted by the Fund, that purchased or sold such shares of MuniPreferred in an Auction of the failure of such shares of MuniPreferred to be transferred as a result of such Auction or (C) pursuant to procedures approved by the Fund that have been devised for the purpose of determining the identities of Existing Holders in situations where shares of MuniPreferred may have been transferred without compliance with any restriction on the transfer thereof set forth in the Auction Procedures. The Auction Agent is not required to accept any such notice for an Auction unless it is received by the Auction Agent by 3:00 P.M. on the Business Day preceding such Auction. (d) The Auction Agent may request the Broker-Dealers, as set forth in the Broker-Dealer Agreements, to provide the Auction Agent with a list of Persons who such Broker-Dealer believes should be Existing Holders based upon inquiries of those Persons such Broker-Dealer believes are Beneficial Owners as a result of the most recent Auction and with respect to each such Person, the number of shares of such series of MuniPreferred such Broker-Dealer believes to be owned Auction Agent promptly after any date so requested by such Personthe Auction Agent. The Auction Agent shall keep confidential any such registry information, including information received as to the identity of Existing Holders Bidders in any Auction, and shall not disclose the identities of the Existing Holders of any such shares of MuniPreferred information so provided to any Person other than the Fund other parties hereto, provided that the Auction Agent reserves the right to disclose any such information if (a) it is ordered to do so by a court of competent jurisdiction or a regulatory body, judicial or quasi-judicial agency or authority having the authority to compel such disclosure, (b) it is advised by its counsel that its failure to do so would be unlawful, or (c) failure to do so would expose the Auction Agent to loss, liability, claim, damage or expense for which it has not received indemnity satisfactory to it. (d) BD agrees to maintain a list of customers relating to the Preferred Shares and to contact the Broker-Dealer customers on such list whom BD believes may be interested in participating in the Auction on each Auction Date, as a Potential Holder, for the purposes set forth in the Auction Procedures. Nothing herein shall require BD to submit an Order for any customer in any Auction. (e) The Auction Agent's registry of Existing Holders of Preferred Shares shall be conclusive and binding on BD. BD may inquire of the Auction Agent between 3:00 p.m. on the Business Day preceding an Auction for Preferred Shares and 9:30 a.m. on the Auction Date for such Auction to ascertain the number of Preferred Shares in respect of which the Auction Agent has determined BD to be an Existing Holder. If BD believes it is the Existing Holder of fewer Preferred Shares than specified by the Auction Agent in response to BD's inquiry, BD may so inform the Auction Agent of that provided belief. BD shall not, in its capacity as Existing Holder of Preferred Shares, submit Orders in such informationAuction in respect of Preferred Shares covering in the aggregate more than the number of Preferred Shares specified by the Auction Agent in response to BD's inquiry.

Preparation for Each Auction. Maintenance of Registry of Beneficial Owners. ----------------------------------------------------------------- (a) Not later than seven days prior Pursuant to the first Auction Date for the first series of MuniPreferred subject to an AuctionSection 2.5 hereof, the Fund Trust shall not designate any Person to act as a Broker-Dealer without prior written approval of the Auction Agent (which approval shall not be withheld unreasonably). At the time of closing of the initial issuance and sale of the AMPS (the "Closing"), the Trust shall provide the Auction Agent with a list of the Broker-DealersDealers previously approved by the Auction Agent and shall cause to be delivered to the Auction Agent for execution by the Auction Agent a Broker-Dealer Agreement signed by each such Broker-Dealer. The Auction Agent shall keep such list current and accurate and shall indicate thereon, or on a separate list, the identity of each Existing Holder, if any, whose most recent Order was submitted by a Broker-Dealer on such list and resulted in such Existing Holder continuing to hold or purchasing shares of AMPS. Not later than seven five days prior to any Auction Date for any series of MuniPreferred for which any change in such list of Broker-Broker- Dealers is to be effective, the Fund will Trust shall notify the Auction Agent in writing of such change and, if any such change involves is the addition of a Broker-Broker- Dealer to such list, the Trust shall cause to be delivered to the Auction Agent for execution by the Auction Agent a Broker-Dealer Agreement signed by such Broker- Dealer; provided, however, that if the Fund proposes to designate any Special Rate Period of any series of MuniPreferred pursuant to Section 4 of Part I of the Statement, not later than 11:00 A.M. on the Business Day next preceding the Auction next preceding the first day of such Rate Period or by such later time or date, or both, as may be agreed to by the Auction Agent, the Fund shall provide the Auction Agent with a list of the Broker-Dealers for such series and a manually signed copy of each Broker-Dealer Agreement or a new Schedule A to a Broker-Dealer Agreement (which Schedule A shall replace and supersede any previous Schedule A to such Broker-Dealer Agreement) with each Broker-Dealer for such seriesDealer. The Auction Agent and the Fund shall have entered into a Broker- Dealer Agreement with each Broker-Dealer prior to the participation of any such Broker-Dealer in any Auction. (b) In the event that any the Auction Date for any series of MuniPreferred Auction shall be changed after the Auction Agent shall have given the notice referred to in clause (vivii) of paragraph Paragraph (a) of the Settlement Procedures, or after the notice referred to in Section 2.5(a) hereof, if applicable, the Auction Agent, by such means as the Auction Agent deems practicable, shall give notice of such change to the Broker-Dealers for such series not later than the earlier of 9:15 A.M. on the new Auction Date or 9:15 A.M. on the old Auction Date. (c) With respect to each Dividend Period that is a Special Dividend Period, the Trust may, at its sole option and to the extent permitted by law, by telephonic and written notice (a "Request for Special Dividend Period") to the Auction Agent and to each Broker-Dealer, request that the next succeeding Dividend Period for the AMPS will be a number of days (other than seven), evenly divisible by seven, and not fewer than seven nor more than 364 in the case of a Short Term Dividend Period or a number of whole years not greater than five years in the case of a Long Term Dividend Period, specified in such notice, provided that, the Trust may not give a Request for Special Dividend Period of greater than 28 days (and any such request shall be null and void) unless the Trust has given written notice thereof to S&P and received written confirmation from Xxxxx'x that such action would not impair the rating then assigned to the AMPS by Xxxxx'x and unless, for any Auction occurring after the Initial Auction, sufficient Clearing Bids were made in the last occurring Auction and unless full cumulative dividends, any amounts due with respect to mandatory redemptions and any Additional Dividends payable prior to such date have been paid in full. Such Request for Special Dividend Period, in the case of a Short Term Dividend Period, shall be given on or prior to the fourth Business Day but not more than seven Business Days prior to an Auction Date for the AMPS and, in the case of a Long Term Dividend Period, shall be given on or prior to the 14th day but not more than 28 days prior to the Auction Date for the AMPS. Upon receiving such Request for Special Dividend Period, the Broker- Dealers shall jointly determine whether given the factors set forth in paragraph 2(c)(iii) of the Certificate of Designation it is advisable that the Trust issue a Notice of Special Dividend Period for the AMPS as contemplated by such Request for Special Dividend Period and the Optional Redemption Price of the AMPS during such Special Dividend Period and the Specific Redemption Provisions and shall give the Trust and the Auction Agent written notice (a "Response") of such determination by no later than the third Business Day prior to such Auction Date. If the Broker-Dealers shall not give the Trust and the Auction Agent a Response by such third Business Day or if the Response states that given the factors referred to above it is not advisable that the Trust give a Notice of Special Dividend Period (as defined below) for the AMPS, the Trust may not give a Notice of Special Dividend Period in respect of such Request for Special Dividend Period. In the event the Response indicates that it is advisable that the Trust give a Notice of Special Dividend Period for the AMPS, the Trust may by no later than the second Business Day prior to such Auction Date give a notice (a "Notice of Special Dividend Period") to the Auction Agent, the Securities Depository and each Broker-Dealer, which notice will specify (i) The Auction Agent shall maintain a registry the duration of the beneficial owners of Special Dividend Period, (ii) the shares of MuniPreferred of each series who shall constitute Existing Holders of shares of MuniPreferred of such series for purposes of Auctions Optional Redemption Price as specified in the related Response and shall indicate thereon (iii) the identity of the respective Broker-Dealer of each Existing HolderSpecific Redemption Provisions, if any, on whose behalf such Broker- Dealer submitted as specified in the most recent Order in any Auction which resulted in such Existing Holder continuing to hold or purchasing shares of MuniPreferred of such seriesrelated Response. The Auction Agent Trust shall keep not give a Notice of Special Dividend Period, or, if such registry current Notice of Special Dividend Period shall have already been given, shall give telephonic and accurate. The Fund shall provide or cause to be provided written notice of its revocation (a "Notice of Revocation") to the Auction Agent at or prior to the Date of Original Issue of the shares of MuniPreferred of Agent, each series a list of the initial Existing Holders of the shares of each such series of MuniPreferred, the number of shares purchased by each such Existing Holder and the respective Broker-Dealer of each such Existing Holder or the affiliate thereof through which each such Existing Holder purchased such shares. The Auction Agent shall advise the Fund in writing whenever the number of Existing Holders is 500 or more. The Auction Agent may rely upon, as conclusive evidence of the identities of the Existing Holders of shares of MuniPreferred of any series (A) such list, (B) the results of Auctions, (C) notices from any Broker- Dealer as described in the first sentence of Section 2.2(c)(iii) hereof and (D) the results of any procedures approved by the Fund that have been devised for the purpose of determining the identities of Existing Holders in situations where shares of MuniPreferred may have been transferred without compliance with any restriction on the transfer thereof set forth in the Auction Procedures. (ii) In the event of any partial redemption of any series of MuniPreferred, the Auction Agent shall, at least two Business Days prior to the next Auction for such series, request each Broker-Dealer to provide the Auction Agent with a list of Persons who such Broker-Dealer believes should remain Existing Holders after such redemption based upon inquiries of those Persons such Broker-Dealer believes are Beneficial Owners as a result of the most recent Auction and with respect to each such Person, the number of shares of MuniPreferred of such series such Broker-Dealer believes are owned by such Person after such redemption. In the absence of receiving any such information from any Broker-Dealer, the Auction Agent may continue to treat the Persons listed in its registry of Existing Holders as the beneficial owner of the number of shares of MuniPreferred of such series shown in such registry. (iii) The Auction Agent shall be required to register a transfer of shares of MuniPreferred of any series from an Existing Holder of such shares of MuniPreferred only if such transfer is to another Existing Holder, or other Person if permitted by the Fund, and only if such transfer is made (A) pursuant to an Auction, (B) the Auction Agent has been notified in writing (I) in a notice substantially in the form of Exhibit C to the Broker-Dealer Agreements by a Broker-Dealer of such transfer or (II) in a notice substantially in the form of Exhibit D to the Broker-Dealer Agreements by the Broker-Dealer of any Existing Holder, or other Person if permitted by the Fund, that purchased or sold such shares of MuniPreferred in an Auction of the failure of such shares of MuniPreferred to be transferred as a result of such Auction or (C) pursuant to procedures approved by the Fund that have been devised for the purpose of determining the identities of Existing Holders in situations where shares of MuniPreferred may have been transferred without compliance with any restriction on the transfer thereof set forth in the Auction Procedures. The Auction Agent is not required to accept any such notice for an Auction unless it is received by the Auction Agent by 3:00 P.M. on the Business Day preceding such Auction. (d) The Auction Agent may request the Broker-Dealers, as set forth in the Broker-Dealer Agreements, to provide the Auction Agent with a list of Persons who such Broker-Dealer believes should be Existing Holders based upon inquiries of those Persons such Broker-Dealer believes are Beneficial Owners as a result of the most recent Auction and with respect to each such Person, the number of shares of such series of MuniPreferred such Broker-Dealer believes to be owned by such Person. The Auction Agent shall keep confidential such registry of Existing Holders and shall not disclose the identities of the Existing Holders of such shares of MuniPreferred to any Person other than the Fund and the Broker-Dealer that provided such information.Securities Depository

Preparation for Each Auction. Maintenance of Registry of Beneficial Owners-------------------------------------------------------- Existing Holders. ------------------------------------------------- (a) Not later than seven days prior to As of the first Auction Date for the first series of MuniPreferred subject to an Auctiondate hereof, the Fund Company shall provide the Auction Agent with a list of the Broker-DealersDealers and shall deliver to the Auction Agent for execution by the Auction Agent a Broker-Dealer Agreement signed by each such Broker-Dealer. Not later than seven days five Business Days prior to any Auction Date for any series of MuniPreferred for which any change in such list of Broker-Dealers is to be effective, the Fund will Company shall notify the Auction Agent in writing of such change and, if any such change involves is the addition of a Broker-Dealer to such list, the Company shall cause to be delivered to the Auction Agent for execution by the Auction Agent a Broker-Dealer Agreement signed by such Broker- Dealer; provided, however, that if the Fund proposes to designate any Special Rate Period of any series of MuniPreferred pursuant to Section 4 of Part I of the Statement, not later than 11:00 A.M. on the Business Day next preceding the Auction next preceding the first day of such Rate Period or by such later time or date, or both, as may be agreed to by the Auction Agent, the Fund shall provide the Auction Agent with a list of the Broker-Dealers for such series and a manually signed copy of each Broker-Dealer Agreement or a new Schedule A to a Broker-Dealer Agreement (which Schedule A shall replace and supersede any previous Schedule A to such Broker-Dealer Agreement) with each Broker-Dealer for such seriesDealer. The Auction Agent and the Fund shall have entered into a Broker- Broker-Dealer Agreement with each Broker-Dealer prior to the participation of any such Broker-Dealer in any Auction. (b) In the event that any the Auction Date for any series of MuniPreferred Auction shall be changed after the Auction Agent shall have given the notice referred to in clause (vi) of paragraph (a) of the Settlement Procedures, or after the notice referred to in Section 2.5(a) hereof, if applicable, the Auction Agent, by such means as the Auction Agent reasonably deems practicable, shall give notice of such change to the Broker-Dealers for such series not later than the earlier of 9:15 A.M. a.m. on the new Auction Date or 9:15 A.M. a.m. on the old Auction Date. (c) The provisions contained in Section 2.04 of the Supplemental Indenture concerning Special Rate Periods and the notification of a Special Rate Period will be followed by the Company and, to the extent applicable, the Auction Agent, and the provisions contained therein are incorporated herein by reference in their entirety and shall be deemed to be a part of this Agreement to the same extent as if such provisions were set forth fully herein. (i) On each Auction Date, the Auction Agent shall determine the Maximum Rate. Not later than 9:30 a.m. on each Auction Date, the Auction Agent shall notify the Company and the Broker-Dealers of the Maximum Rate. (ii) If the Reference Rate is the applicable "AA" Composite Commercial Paper Rate and such rate is to be based on rates supplied by Commercial Paper Dealers and one or more of the Commercial Paper Dealers shall not provide a quotation for the determination of the applicable "AA" Composite Commercial Paper Rate, the rate shall be determined on the basis of the quotations (or quotation) furnished by the remaining Commercial Paper Dealer(s), if any, or, if there are no such Commercial Paper Dealers, by a nationally recognized dealer in commercial paper of such issuers then making such quotations selected by the Company. (i) The Auction Agent shall maintain a registry of the beneficial owners of the shares of MuniPreferred of each series who shall constitute Existing Holders of shares of MuniPreferred of such series the Tortoise Notes (the "Tortoise Note Register") for purposes of Auctions and shall indicate thereon the identity of the respective Broker-Dealer of each Existing Holder, if any, on whose behalf such Broker- Dealer that submitted the most recent Order in any Auction Auction, which resulted in such Existing Holder continuing to hold or purchasing shares of MuniPreferred of purchase such series. The Auction Agent shall keep such registry current and accurate. The Fund shall provide or cause to be provided to the Auction Agent at or prior to the Date of Original Issue of the shares of MuniPreferred of each series a list of the initial Existing Holders of the shares of each such series of MuniPreferred, the number of shares purchased by each such Existing Holder and the respective Broker-Dealer of each such Existing Holder or the affiliate thereof through which each such Existing Holder purchased such shares. The Auction Agent shall advise the Fund in writing whenever the number of Existing Holders is 500 or moreTortoise Notes. The Auction Agent may rely upon, consider a Broker-Dealer which has submitted an Order as conclusive evidence the Existing Holder for the purposes of the identities Tortoise Note Register; provided, that the Auction Agent may request the Broker Dealer to provide a list of its customers if in its sole discretion it determines to do so. The Auction Agent may conclusively rely upon the Existing Holders of shares of MuniPreferred of any series (A) such list, (B) information furnished to the Auction Agent by the Broker-Dealer and notices from the Securities Depository regarding the results of Auctions, (C) notices from any Broker- Dealer as described in the first sentence of Section 2.2(c)(iii) hereof and (D) the results of any procedures approved by the Fund that have been devised for the purpose of determining the identities of Existing Holders in situations where shares of MuniPreferred may have been transferred without compliance with any restriction on the transfer thereof set forth in the Auction Proceduresredemptions or mandatory tenders. (ii) In the event of any partial redemption of any series Tortoise Notes, upon notice by the Company to the Auction Agent of MuniPreferredsuch partial redemption (delivered at least one day prior to the date a notice of redemption is required to be mailed to the Holders of Tortoise Notes to be redeemed), the Auction Agent shall, promptly shall request the Securities Depository to notify the Auction Agent of the identities of the Agent Members (and the respective numbers of Tortoise Notes) from the accounts of which Tortoise Notes have been called for redemption and the person or department at such Agent Member to contact regarding such redemption. At least two Business Days prior to the next Auction for such seriespreceding the date of redemption, request each Broker-Dealer to provide the Auction Agent with a list shall request each Agent Member so identified to disclose to the Auction Agent (upon selection by such Agent Member of Persons who such Broker-Dealer believes should remain the Existing Holders after such redemption based upon inquiries of those Persons such Broker-Dealer believes whose Tortoise Notes are Beneficial Owners as a result of the most recent Auction and with respect to each such Person, be redeemed) the number of shares Tortoise Notes of MuniPreferred each such Existing Holder, if any, to be redeemed by the Company, provided that the Auction Agent has been furnished with the name and telephone number of a person or department at such series Agent Member from which it is to request such Broker-Dealer believes are owned by such Person after such redemptioninformation. In the absence of receiving any such information with respect to an Existing Holder, from any Broker-Dealersuch Existing Holder's Agent Member or otherwise, the Auction Agent may continue to treat the Persons listed in its registry of such Existing Holders Holder as the beneficial owner having ownership of the number of shares of MuniPreferred of such series Tortoise Notes shown in such registrythe Auction Agent's registry of Existing Holders. (iii) The Auction Agent shall be required to register a transfer of shares the ownership of MuniPreferred of any series Tortoise Notes from an Existing Holder of such shares of MuniPreferred only if such transfer is to another Existing Holder, or other to another Person if permitted by the FundCompany, and only if (A) such transfer is made pursuant to an Auction or (B) if such transfer is made (A) other than pursuant to an Auction, (B) the Auction Agent has been notified of such transfer in writing (I) writing, in a notice substantially in the form of Exhibit C to the Broker-Dealer Agreements Agreement, by such Existing Holder or by the Agent Member of such Existing Holder only to or through a Broker-Dealer that has entered into a Broker-Dealer Agreement with the Auction Agent and the Company or other persons as the Company permits. The Auction Agent is not required to accept any notice of such transfer or (II) delivered for an Auction unless it is received by the Auction Agent by 3:00 p.m. on the Business Day preceding the Auction. The Auction Agent shall rescind a transfer made on the registry of the Existing Holders of any Tortoise Notes if the Auction Agent has been notified in writing, in a notice substantially in the form of Exhibit D to the Broker-Dealer Agreements Agreement, by the Agent Member or the Broker-Dealer of any Existing Holder, Person that (i) purchased any Tortoise Notes and the seller failed to deliver such Tortoise Notes or other (ii) sold any Tortoise Notes and the purchaser failed to make payment to such Person if permitted by upon delivery to the Fund, that purchased or sold such shares of MuniPreferred in an Auction of the failure purchaser of such shares of MuniPreferred to be transferred as a result of such Auction or (C) pursuant to procedures approved by the Fund that have been devised for the purpose of determining the identities of Existing Holders in situations where shares of MuniPreferred may have been transferred without compliance with any restriction on the transfer thereof set forth in the Auction Procedures. The Auction Agent is not required to accept any such notice for an Auction unless it is received by the Auction Agent by 3:00 P.M. on the Business Day preceding such AuctionTortoise Notes. (df) The Auction Agent may may, but shall have no obligation to, request that the Broker-Dealers, as set forth in Section 3.2(c) of the Broker-Dealer Agreements, to provide the Auction Agent with a list of Persons who their respective customers that such Broker-Dealer believes should be Existing Holders based upon inquiries of those Persons such Broker-Dealer believes Dealers believe are Beneficial Owners as a result of the most recent Auction and with respect to each such Person, the number of shares of such series of MuniPreferred such Broker-Dealer believes to be owned by such PersonTortoise Notes. The Auction Agent shall keep confidential any such registry of Existing Holders information and shall not disclose the identities of the Existing Holders of any such shares of MuniPreferred information so provided to any Person other than the Fund and the relevant Broker-Dealer and the Company, provided that provided the Auction Agent reserves the right to disclose any such informationinformation if (a) it is ordered to do so by a court of competent jurisdiction or a regulatory body, judicial or quasi-judicial agency or authority having the authority to compel such disclosure, (b) it is advised by its counsel in writing that its failure to do so would be unlawful, or (c) it is advised by its counsel that failure to do so could expose the Auction Agent to loss liability, claim or damage for which it has not received indemnity or security satisfactory to it.

Preparation for Each Auction. Maintenance of Registry of Beneficial Owners. -------------------------------- (a) Not later than seven days prior to the first 9:30 a.m. on each Auction Date for the first series of MuniPreferred subject to an AuctionDate, the Fund shall provide the Auction Agent with a list of shall notify the Broker-Dealers. Not later than seven days prior to any Auction Date for any series Dealer by telephone of MuniPreferred for which any change in such list of Broker-Dealers is to be effectivethe All Hold Rate, the Fund will notify Maximum Rate, the Auction Agent Net Loan Rate and the Applicable LIBOR Rate used in writing determining such rates, provided, with respect to notification of such change andthe Net Loan Rate, if any such change involves the addition of a Broker-Dealer to such list, Administrator shall cause to be delivered have communicated to the Auction Agent for execution the components of the Net Loan Rate as required by the Auction Agent a Broker-Dealer Agreement signed by such Broker- Dealer; provided, however, that if the Fund proposes to designate any Special Rate Period of any series of MuniPreferred pursuant to Section 4 of Part I of the Statement, not later than 11:00 A.M. on the Business Day next preceding the Auction next preceding the first day of such Rate Period or by such later time or date, or both, as may be agreed to by the Auction Agent, the Fund shall provide the Auction Agent with a list of the Broker-Dealers for such series and a manually signed copy of each Broker-Dealer Agreement or a new Schedule A to a Broker-Dealer Agreement (which Schedule A shall replace and supersede any previous Schedule A to such Broker-Dealer Agreement) with each Broker-Dealer for such series. The Auction Agent and the Fund shall have entered into a Broker- Dealer Agreement with each Broker-Dealer prior to the participation of any such Broker-Dealer in any AuctionIndenture. (b) In the event that any day that is scheduled to be an Auction Date for any series of MuniPreferred shall be changed after the Auction Agent shall have given the notice referred of such Auction Date pursuant to in clause (vivii) of paragraph (a) of the Settlement Procedures, or after the notice referred to in Section 2.5(a) hereof, if applicable, the Auction Agent, by such means as the Auction Agent deems practicable, shall give notice of such change to the Broker-Dealers for such series Dealer not later than the earlier of 9:15 A.M. a.m. on the new Auction Date or and 9:15 A.M. a.m. on the old Auction Date. Thereafter, the Broker-Dealer shall use its best efforts to promptly notify its customers who are Existing Owners of such change in the Auction Date. (ic) The Auction Agent shall maintain a registry From time to time upon request of the beneficial owners of Auction Agent, the shares of MuniPreferred of each series who shall constitute Existing Holders of shares of MuniPreferred of such series for purposes of Auctions and shall indicate thereon the identity of the respective Broker-Dealer of each Existing Holder, if any, on whose behalf such Broker- Dealer submitted the most recent Order in any Auction which resulted in such Existing Holder continuing to hold or purchasing shares of MuniPreferred of such series. The Auction Agent shall keep such registry current and accurate. The Fund shall provide or cause to be provided to the Auction Agent at or prior to the Date of Original Issue of the shares of MuniPreferred of each series a list of the initial Existing Holders of the shares of each such series of MuniPreferred, the number of shares purchased by each such Existing Holder and the respective Broker-Dealer of each such Existing Holder or the affiliate thereof through which each such Existing Holder purchased such shares. The Auction Agent shall advise the Fund in writing whenever the number of Existing Holders is 500 or more. The Auction Agent may rely upon, as conclusive evidence of the identities of the Existing Holders of shares of MuniPreferred of any series (A) such list, (B) the results of Auctions, (C) notices from any Broker- Dealer as described in the first sentence of Section 2.2(c)(iii) hereof and (D) the results of any procedures approved by the Fund that have been devised for the purpose of determining the identities of Existing Holders in situations where shares of MuniPreferred may have been transferred without compliance with any restriction on the transfer thereof set forth in the Auction Procedures. (ii) In the event of any partial redemption of any series of MuniPreferred, the Auction Agent shall, at least two Business Days prior to the next Auction for such series, request each Broker-Dealer to provide the Auction Agent with a list statement of Persons who such the aggregate amount of each Series of Auction Rate Notes held by the Broker-Dealer believes should remain as an Existing Holders after such redemption based upon inquiries Owner for its own account or otherwise, as well as with a list of those Persons such the Broker-Dealer's customers that the Broker-Dealer believes are Beneficial Existing Owners as a result of any Series of the most recent Auction Rate Notes (listed by Series) and with respect to each such Person, the number of shares of MuniPreferred of such series such aggregate principal 3 Broker-Dealer believes are Agreement (Citigroup) amount of each Series of Auction Rate Notes beneficially owned by each such Person after such redemptioncustomer. In Except as permitted by Section 2.10 of the absence of receiving Auction Agent Agreement, the Auction Agent shall keep confidential any such information from and shall not disclose any such information so provided to any Person other than the Broker-Dealer, the Issuer and the Indenture Trustee, provided that the Auction Agent may continue reserves the right to treat disclose any such information if it is advised by its counsel that its failure to do so would be unlawful or would expose the Persons listed in its registry of Existing Holders as Auction Agent to liability, loss, claim or damage for which the beneficial owner of the number of shares of MuniPreferred of such series shown in such registry. (iii) Auction Agent has not previously received indemnity reasonably satisfactory to it. The Auction Agent shall be required to register a transfer of shares of MuniPreferred of any series from an Existing Holder of such shares of MuniPreferred only if such transfer is to another Existing Holder, or other Person if permitted by the Fund, and only if such transfer is made (A) pursuant to an Auction, (B) the Auction Agent has been notified in writing (I) in a notice substantially in the form of Exhibit C to notify the Broker-Dealer Agreements by a Broker-Dealer of such transfer or (II) in a notice substantially in Dealer, the form of Exhibit D to Issuer and the Broker-Dealer Agreements by the Broker-Dealer Indenture Trustee promptly upon receipt of any Existing Holder, request or other Person if permitted by the Fund, that purchased or sold demand to disclose such shares of MuniPreferred in an Auction of the failure of such shares of MuniPreferred to be transferred as a result of such Auction or (C) pursuant to procedures approved by the Fund that have been devised for the purpose of determining the identities of Existing Holders in situations where shares of MuniPreferred may have been transferred without compliance information and shall cooperate with any restriction on the transfer thereof set forth in the Auction Procedures. The Auction Agent is not required to accept any such notice for an Auction unless it is received by the Auction Agent by 3:00 P.M. on the Business Day preceding such Auctionparty seeking a protective order or similar relief. (d) The Auction Agent may request shall send by telecopy or other means a copy of any Notice of Notes Outstanding, in substantially the Broker-Dealersform of Exhibit C to the Auction Agent Agreement, as set forth in received from the Indenture Trustee to the Broker-Dealer Agreements, to provide the Auction Agent in accordance with a list of Persons who such Broker-Dealer believes should be Existing Holders based upon inquiries of those Persons such Broker-Dealer believes are Beneficial Owners as a result of the most recent Auction and with respect to each such Person, the number of shares of such series of MuniPreferred such Broker-Dealer believes to be owned by such Person. The Auction Agent shall keep confidential such registry of Existing Holders and shall not disclose the identities of the Existing Holders of such shares of MuniPreferred to any Person other than the Fund and the Broker-Dealer that provided such informationSection 4.3 hereof.

Preparation for Each Auction. Maintenance of Registry of Beneficial OwnersExisting ----------------------------------------------------------------- Holders. ---------------------------------------- (a) Not later than seven days prior to As of the first Auction Date for the first series of MuniPreferred subject to an Auctiondate hereof, the Fund shall provide the Auction Agent with a list of the Broker-DealersDealers previously approved by the Auction Agent and shall cause to be delivered to the Auction Agent for execution by the Auction Agent a Broker-Dealer Agreement signed by each such Broker-Dealer. The Auction Agent shall keep such list current and accurate and shall indicate thereon, or on a separate list, the identity of each Existing Holder, if any, whose most recent Order was submitted by a Broker-Dealer on such list and resulted in such Existing Holder continuing to hold or purchase Preferred Shares. Not later than seven days five Business Days prior to any Auction Date for any series of MuniPreferred for which any change in such list of Broker-Dealers is to be effective, the Fund will shall notify the Auction Agent in writing of such change and, if any such change involves is the addition of a Broker-Broker- Dealer to such list, the Fund shall cause to be delivered to the Auction Agent for execution by the Auction Agent a Broker-Dealer Agreement signed by such Broker- Dealer; provided, however, that if the Fund proposes to designate any Special Rate Period of any series of MuniPreferred pursuant to Section 4 of Part I of the Statement, not later than 11:00 A.M. on the Business Day next preceding the Auction next preceding the first day of such Rate Period or by such later time or date, or both, as may be agreed to by the Auction Agent, the Fund shall provide the Auction Agent with a list of the Broker-Dealers for such series and a manually signed copy of each Broker-Dealer Agreement or a new Schedule A to a Broker-Dealer Agreement (which Schedule A shall replace and supersede any previous Schedule A to such Broker-Dealer Agreement) with each Broker-Dealer for such seriesDealer. The Auction Agent and the Fund shall have entered into a Broker- Broker-Dealer Agreement with each Broker-Dealer prior to the participation of any such Broker-Broker- Dealer in any Auction. (b) In the event that any the Auction Date for any series of MuniPreferred Auction shall be changed after the Auction Agent shall have given the notice referred to in clause (vivii) of paragraph (a) of the Settlement Procedures, or after the notice referred to in Section 2.5(a) hereof, if applicable, the Auction Agent, by such means as the Auction Agent deems practicable, shall give notice of such change to the Broker-Dealers for such series not later than the earlier of 9:15 A.M. a.m. on the new Auction Date or 9:15 A.M. a.m. on the old Auction Date. (c) The provisions contained in Section 11.2 of the Amended and Restated Bylaws concerning Special Dividend Periods and the notification of a Special Dividend Period will be followed by the Fund and, to the extent applicable, the Auction Agent, and the provisions contained therein are incorporated herein by reference in their entirety and shall be deemed to be a part of this Agreement to the same extent as if such provisions were set forth fully herein. (i) On each Auction Date, the Auction Agent shall determine the Maximum Applicable Rate. Not later than 9:30 a.m. on each Auction Date, the Auction Agent shall notify the Fund and the Broker-Dealers of the Maximum Applicable Rate. (ii) If the Reference Rate is the applicable "AA" Composite Commercial Paper Rate and such rate is to be based on rates supplied by Commercial Paper Dealers and one or more of the Commercial Paper Dealers shall not provide a quotation for the determination of the applicable "AA" Financial Composite Commercial Paper Rate, the Auction Agent immediately shall notify the Fund so that the Fund can determine whether to select a substitute Commercial Paper Dealer or substitute Commercial Paper Dealers to provide the quotation or quotations not being supplied by any Commercial Paper Dealer or Commercial Paper Dealers. The Fund promptly shall advise the Auction Agent of any such selection. If the Fund does not select any such substitute Commercial Paper Dealer or substitute Commercial Paper Dealers, then the rates shall be supplied by the remaining Commercial Paper Dealer or Commercial Paper Dealers. (i) The Auction Agent shall maintain a current registry of the beneficial owners of the shares of MuniPreferred of each series who shall constitute Existing Holders of shares of MuniPreferred of such series the Preferred Shares for purposes of Auctions and shall indicate thereon the identity of the respective Broker-Dealer of each Existing Holder, if any, on whose behalf such Broker- Dealer submitted the most recent Order in any Auction which resulted in such Existing Holder continuing to hold or purchasing shares of MuniPreferred of such series. The Auction Agent shall keep such registry current and accurateindividual Auction. The Fund shall use commercially reasonable efforts to provide or cause to be provided to the Auction Agent at or prior to within ten Business Days following the Date of Original Issue date of the shares of MuniPreferred of each series Closing a list of the initial Existing Holders of the shares of each such series of MuniPreferredPreferred Shares, the number of shares purchased by each such Existing Holder and the respective Broker-Dealer of each such Existing Holder or the affiliate thereof through which each such Existing Holder purchased such shares. The Auction Agent shall advise the Fund in writing whenever the number of Existing Holders is 500 or more. The Auction Agent may rely upon, as conclusive evidence of the identities of the Existing Holders of shares of MuniPreferred of any series (A) Holders, such list, (B) the results of Auctions, (C) each Auction and notices from any Broker- Dealer as described in Existing Holder, the first sentence of Section 2.2(c)(iii) hereof and (D) the results Agent Member of any procedures approved by Existing Holder or the Fund that have been devised for the purpose Broker-Dealer of determining the identities any Existing Holder with respect to such Existing Holder's transfer of Existing Holders in situations where shares of MuniPreferred may have been transferred without compliance with any restriction on the transfer thereof set forth in the Auction ProceduresPreferred Shares to another Person. (ii) In the event of any partial redemption of any series Preferred Shares, upon notice by the Fund to the Auction Agent of MuniPreferredsuch partial redemption, the Auction Agent shall, promptly shall request the Securities Depository to notify the Auction Agent of the identities of the Agent Members (and the respective numbers of shares) from the accounts of which shares have been called for redemption and the person or department at such Agent Member to contact regarding such redemption. At least two Business Days prior to the next Auction for such seriespreceding the date of redemption, request each Broker-Dealer to provide the Auction Agent with a list shall request each Agent Member so identified to disclose to the Auction Agent (upon selection by such Agent Member of Persons who such Broker-Dealer believes should remain the Existing Holders after such redemption based upon inquiries of those Persons such Broker-Dealer believes whose shares are Beneficial Owners as a result of the most recent Auction and with respect to each such Person, be redeemed) the number of shares Preferred Shares of MuniPreferred each such Existing Holder, if any, to be redeemed by the Fund, provided that the Auction Agent has been furnished with the name and telephone number of a person or department at such series Agent Member from which it is to request such Broker-Dealer believes are owned by such Person after such redemptioninformation. In the absence of receiving any such information with respect to an Existing Holder, from any Broker-Dealersuch Existing Holder's Agent Member or otherwise, the Auction Agent may continue to treat the Persons listed in its registry of such Existing Holders Holder as the beneficial owner having ownership of the number of shares of MuniPreferred of such series Preferred Shares shown in such registrythe Auction Agent's registry of Existing Holders. (iii) The Auction Agent shall be required to register a transfer of shares the ownership of MuniPreferred of any series Preferred Shares from an Existing Holder of such shares of MuniPreferred only if such transfer is to another Existing Holder, or other to another Person if permitted by the Fund, and only if (A) such transfer is made pursuant to an Auction or (B) if such transfer is made (A) other than pursuant to an Auction, (B) the Auction Agent has been notified of such transfer in writing (I) writing, in a notice substantially in the form of Exhibit C to the Broker-Dealer Agreements Agreement, by a Broker-Dealer such Existing Holder or by the Agent Member of such Existing Holder. The Auction Agent is not required to accept any notice of transfer or (II) delivered for an Auction unless it is received by the Auction Agent by 12:00 noon of the Dividend Payment Date. The Auction Agent shall rescind a transfer made on the registry of the Existing Holders of any Preferred Shares if the Auction Agent has been notified in writing, in a notice substantially in the form of Exhibit D to the Broker-Dealer Agreements Agreement, by the Agent Member or the Broker-Dealer of any Existing Holder, or other Person if permitted by that (i) purchased any Preferred Shares and the Fund, that purchased or sold seller failed to deliver such shares of MuniPreferred in an Auction of or (ii) sold any Preferred Shares and the failure purchaser failed to make payment to such Person upon delivery to the purchaser of such shares of MuniPreferred to be transferred as a result of such Auction or (C) pursuant to procedures approved by the Fund that have been devised for the purpose of determining the identities of Existing Holders in situations where shares of MuniPreferred may have been transferred without compliance with any restriction on the transfer thereof set forth in the Auction Procedures. The Auction Agent is not required to accept any such notice for an Auction unless it is received by the Auction Agent by 3:00 P.M. on the Business Day preceding such Auctionshares. (df) The Auction Agent may request that the Broker-Broker Dealers, as set forth in Section 3.2(b) of the Broker-Dealer Agreements, to provide the Auction Agent with a list of Persons who their respective customers that such Broker-Dealer believes should be Existing Holders based upon inquiries of those Persons such Broker-Dealer believes Dealers believe are Beneficial Owners as a result of the most recent Auction and with respect to each such Person, the number of shares of such series of MuniPreferred such Broker-Dealer believes to be owned by such PersonPreferred Shares. The Auction Agent shall keep confidential any such registry of Existing Holders information and shall not disclose the identities of the Existing Holders of any such shares of MuniPreferred information so provided to any Person other than the Fund and the relevant Broker-Dealer and the Fund, provided that provided the Auction Agent reserves the right to disclose any such informationinformation if it is advised by its counsel that its failure to do so would be unlawful.

Preparation for Each Auction. Maintenance of Registry of Beneficial Owners. --------------------------------. (a) Not later than seven days prior to At the first Auction Date for time of closing of the first series initial issuance and sale of MuniPreferred subject to an Auctionthe Preferred Shares (the "Closing"), the Fund Company shall provide the Auction Agent with a list of the Broker-Dealers. Not later than seven days prior to any Auction Date for any series of MuniPreferred for which any change in such list of initial Broker-Dealers is to be effective, the Fund will notify previously approved by the Auction Agent in writing of such change and, if any such change involves the addition of a Broker-Dealer to such list, and shall cause to be delivered to the Auction Agent for execution by the Auction Agent a Broker-Dealer Agreement signed by each such Broker- Broker-Dealer; provided, however, that if . Subsequent to the Fund proposes to designate any Special Rate Period of any series of MuniPreferred Closing and pursuant to Section 4 of Part I of the Statement2.5(b) and subject to Section 2.5(c) hereof, not later than 11:00 A.M. on the Business Day next preceding the Auction next preceding the first day of such Rate Period or by such later time or date, or both, as may be agreed to by the Auction Agent, the Fund shall provide the Auction Agent with a may, from time to time, designate additional Broker Dealers. The Auction Agent shall keep the list of Broker Dealers current and accurate, and shall indicate thereon, or on a separate list, the identity of each Existing Holder, if any, whose most recent Order was submitted by a Broker-Dealer on such list and resulted in such Existing Holder continuing to hold or purchasing Preferred Shares. Not later than seven days prior to any Auction Date for which any change in such list of Broker-Dealers for is to be effective, the Auction Agent shall notify the Company in writing of such series and change and, if any such change is the addition of a manually signed copy of each Broker-Dealer Agreement or a new Schedule A to such list, the Auction Agent shall have entered into a Broker-Dealer Agreement (which Schedule A shall replace and supersede any previous Schedule A to with such Broker-Dealer Agreement) with each Broker-Dealer for such series. The Auction Agent and the Fund shall have entered into a Broker- Dealer Agreement with each additional Broker-Dealer prior to the participation of any such Broker-Dealer in any Auction. (bi) In the event that any the Auction Date for any series of MuniPreferred Auction shall be changed after the Auction Agent shall have given the notice referred to in clause (vivii) of paragraph Paragraph (a) of the Settlement Procedures, or after the notice referred to in Section 2.5(a) hereof, if applicable, the Auction Agent, by such means as the Auction Agent deems practicable, shall give notice of such change to the Broker-Dealers for such series not later than the earlier of 9:15 A.M. A.m. on the new Auction Date or 9:15 A.M. A.m. on the old Auction Date. (iii) The If, after the date of this Agreement, there is any change in the prevailing rating of Preferred Shares by either of the rating agencies (or substitute or successor rating agencies) referred to in the definition of the Maximum Applicable Rate, thereby resulting in any change in the corresponding percentage for the Preferred Shares, as set forth in said definition (the "Percentage"), the Company shall notify the Auction Agent shall maintain a registry of the beneficial owners of the shares of MuniPreferred of each series who shall constitute Existing Holders of shares of MuniPreferred in writing of such series change in the Percentage prior to 9:00 A.m. on the Auction Date for purposes Preferred Shares next succeeding such change. The Percentage for the Preferred Shares on the date of Auctions and shall indicate thereon the identity of the respective Broker-Dealer of each Existing Holder, if any, on whose behalf such Broker- Dealer submitted the most recent Order in any Auction which resulted in such Existing Holder continuing to hold or purchasing shares of MuniPreferred of such seriesthis Agreement is 110%. The Auction Agent shall keep be entitled to rely on the last Percentage of which it has received notice from the Company (or, in the absence of such registry current notice, the Percentage set forth in the preceding sentence) in determining the Maximum Applicable Rate as set forth in Section 2.2(e)(i) hereof. (c) With respect to each Dividend Period that is a Special Dividend Period, on or prior to the fourth day but not more than seven days prior to an Auction Date for each series of the Preferred Shares, the Company may, at its sole option and accurate. The Fund shall provide or cause to be provided the extent permitted by law, by telephonic and written notice (a "Request for Special Dividend Period") to the Auction Agent at and to each Broker-Dealer, request that the next succeeding Dividend Period for such series of Preferred Shares will be a number of days (other than 28 in the case of the Series F28 Preferred Shares or 7 in the case of the Series F7 Preferred Shares) evenly divisible by 7 and specified in such notice, provided that for any Auction occurring after the initial Auction, the Company may not give a Request for Special Dividend Period (and any such request shall be null and void) unless sufficient Clearing Bids were made in the last occurring Auction and unless full cumulative dividends, any amounts due with respect to mandatory redemptions and any Additional Dividends payable prior to such date have been paid in full. Such Request for Special Dividend Period, in the case of a Dividend Period of 182 days or less, shall be made on or prior to the 4th day but not more than 7 days prior to an Auction Date of Original Issue of the shares of MuniPreferred of each series a list of the initial Existing Holders of the shares of each for such series of MuniPreferredPreferred Shares and, in the case of a Dividend Period of more than 182 days, shall be given on or prior to the 14th day but not more than 28 days prior to an Auction Date for such series of Preferred Shares. Upon receiving such Request for Special Dividend Period, the number of shares purchased by each such Existing Holder and the respective Broker-Dealer of each such Existing Holder or Dealer(s) shall jointly determine whether given the affiliate thereof through which each such Existing Holder purchased such shares. The Auction Agent shall advise the Fund in writing whenever the number of Existing Holders is 500 or more. The Auction Agent may rely upon, as conclusive evidence of the identities of the Existing Holders of shares of MuniPreferred of any series (A) such list, (B) the results of Auctions, (C) notices from any Broker- Dealer as described in the first sentence of Section 2.2(c)(iii) hereof and (D) the results of any procedures approved by the Fund that have been devised for the purpose of determining the identities of Existing Holders in situations where shares of MuniPreferred may have been transferred without compliance with any restriction on the transfer thereof factors set forth in paragraph 2(c)(iii) of the Articles Supplementary it is advisable that the Company issue a Notice of Special Dividend Period for the particular series of Preferred Shares as contemplated by such Request for Special Dividend Period and shall give the Company and the Auction Procedures. Agent written notice (iia "Response") of such determination by no later than the third day prior to such Auction Date. If the Broker-Dealer(s) shall not give the Company and the Auction Agent a Response by such third day or if the Response states that given the factors referred to above it is not advisable that the Company give a Notice of Special Dividend Period (as defined below) for the particular series of Preferred Shares, the Company may not give a Notice of Special Dividend Period in respect of such Request for Special Dividend Period. In the event the Response indicates that it is advisable that the Company give a Notice of any partial redemption of any Special Dividend Period for the particular series of MuniPreferredPreferred Shares, the Auction Agent shall, at least two Business Days Company will by no later than the second day prior to the next such Auction for such series, request each Broker-Dealer Date give a notice (a "Notice of Special Dividend Period") to provide the Auction Agent with a list of Persons who such Broker-Dealer believes should remain Existing Holders after such redemption based upon inquiries of those Persons such Broker-Dealer believes are Beneficial Owners as a result of the most recent Auction and with respect to each such PersonAgent, the number of shares of MuniPreferred of such series such Broker-Dealer believes are owned by such Person after such redemption. In the absence of receiving any such information from any Securities Depository and each Broker-Dealer, which notice will specify the duration of the Special Dividend Period, the Maximum Applicable Rate therefor and Specific Redemption Provisions, if any. The Company shall not give a Notice of Special Dividend Period or convert to a Special Dividend Period, or, if such Notice of Special Dividend Period shall have already been given, shall give telephonic and written notice of revocation (a "Notice of Revocation") to the Auction Agent may continue Agent, each Broker-Dealer, and the Securities Depository on or prior to treat the Persons listed Business Day prior to the relevant Auction Date if (i) it has not obtained the advice in its registry writing of Existing Holders as Xxxxx'x and S&P or any Substitute Rating Agency that the beneficial owner proposed Special Dividend Period will not adversely affect their then-current rating on the Preferred Shares, (ii) either the 1940 Act Preferred Shares Coverage is not satisfied or the Company shall fail to maintain S&P Eligible Assets and Xxxxx'x Eligible Assets each with an aggregate Discounted Value at least equal to the Preferred Shares Basic Maintenance Amount in each case on each of the number of shares of MuniPreferred of two Valuation Dates immediately preceding the Business Day prior to the relevant Auction Date on an actual basis and on a pro forma basis giving effect to the proposed Special Dividend Period (using as a pro forma dividend rate with respect to such series shown in such registry. Special Dividend Period the dividend rate which the Broker-Dealers shall advise the Company is an approximately equal rate for securities similar to the Preferred Shares with an equal dividend period), (iii) The Auction Agent shall be required to register a transfer of shares of MuniPreferred of any series from an Existing Holder of such shares of MuniPreferred only if such transfer is to another Existing Holder, or other Person if permitted by the Fund, and only if such transfer is made (A) pursuant to an Auction, (B) the Auction Agent has been notified in writing (I) in a notice substantially in the form of Exhibit C to the Broker-Dealer Agreements by a Broker-Dealer of such transfer or (II) in a notice substantially in the form of Exhibit D to the Broker-Dealer Agreements by the Broker-Dealer of any Existing Holder, or other Person if permitted by the Fund, that purchased or sold such shares of MuniPreferred in an Auction of the failure of such shares of MuniPreferred to be transferred as a result of such Auction or (C) pursuant to procedures approved by the Fund that have been devised sufficient funds for the purpose payment of determining the identities of Existing Holders in situations where shares of MuniPreferred may have been transferred without compliance with any restriction dividends payable on the transfer thereof set forth in the Auction Procedures. The Auction Agent is immediately succeeding Dividend Payment Date have not required to accept any such notice for an Auction unless it is received by been irrevocably deposited with the Auction Agent by 3:00 P.M. the close of business on the third Business Day preceding such Auction. the related Auction Date or (div) The Auction Agent may request the Broker-Dealers, as set forth in Dealer(s) jointly advise the Broker-Dealer Agreements, to provide the Auction Agent with a list of Persons who such Broker-Dealer believes should be Existing Holders based upon inquiries of those Persons such Broker-Dealer believes are Beneficial Owners as a result Company that after consideration of the most recent Auction and with respect factors referred to each such Person, the number of shares of such series of MuniPreferred such Broker-Dealer believes above they have concluded that it is advisable to be owned by such Person. The Auction Agent shall keep confidential such registry of Existing Holders and shall not disclose the identities of the Existing Holders of such shares of MuniPreferred to any Person other than the Fund and the Broker-Dealer that provided such information.give a

Preparation for Each Auction. Maintenance of Registry of Beneficial OwnersExisting ----------------------------------------------------------------- Holders. --------------------------------------- (a) Not later than seven days prior to As of the first Auction Date for the first series of MuniPreferred subject to an Auctiondate hereof, the Fund shall provide the Auction Agent with a list of the Broker-DealersDealers previously approved by the Auction Agent and shall cause to be delivered to the Auction Agent for execution by the Auction Agent a Broker-Dealer Agreement signed by each such Broker-Dealer. The Auction Agent shall keep such list current and accurate and shall indicate thereon, or on a separate list, the identity of each Existing Holder, if any, whose most recent Order was submitted by a Broker-Dealer on such list and resulted in such Existing Holder continuing to hold or purchase Preferred Shares. Not later than seven days five Business Days prior to any Auction Date for any series of MuniPreferred for which any change in such list of Broker-Dealers is to be effective, the Fund will shall notify the Auction Agent in writing of such change and, if any such change involves is the addition of a Broker-Broker- Dealer to such list, the Fund shall cause to be delivered to the Auction Agent for execution by the Auction Agent a Broker-Dealer Agreement signed by such Broker- Dealer; provided, however, that if the Fund proposes to designate any Special Rate Period of any series of MuniPreferred pursuant to Section 4 of Part I of the Statement, not later than 11:00 A.M. on the Business Day next preceding the Auction next preceding the first day of such Rate Period or by such later time or date, or both, as may be agreed to by the Auction Agent, the Fund shall provide the Auction Agent with a list of the Broker-Dealers for such series and a manually signed copy of each Broker-Dealer Agreement or a new Schedule A to a Broker-Dealer Agreement (which Schedule A shall replace and supersede any previous Schedule A to such Broker-Dealer Agreement) with each Broker-Dealer for such seriesDealer. The Auction Agent and the Fund shall have entered into a Broker- Broker-Dealer Agreement with each Broker-Dealer prior to the participation of any such Broker-Broker- Dealer in any Auction. (b) In the event that any the Auction Date for any series of MuniPreferred Auction shall be changed after the Auction Agent shall have given the notice referred to in clause (vivii) of paragraph (a) of the Settlement Procedures, or after the notice referred to in Section 2.5(a) hereof, if applicable, the Auction Agent, by such means as the Auction Agent deems practicable, shall give notice of such change to the Broker-Dealers for such series not later than the earlier of 9:15 A.M. a.m. on the new Auction Date or 9:15 A.M. a.m. on the old Auction Date. (c) The provisions contained in Section 11.2 of the Amended and Restated Bylaws concerning Special Dividend Periods and the notification of a Special Dividend Period will be followed by the Fund and, to the extent applicable, the Auction Agent, and the provisions contained therein are incorporated herein by reference in their entirety and shall be deemed to be a part of this Agreement to the same extent as if such provisions were set forth fully herein. (i) On each Auction Date, the Auction Agent shall determine the Maximum Applicable Rate. Not later than 9:30 a.m. on each Auction Date, the Auction Agent shall notify the Fund and the Broker-Dealers of the Maximum Applicable Rate. (ii) If the Reference Rate is the applicable "AA" Composite Commercial Paper Rate and such rate is to be based on rates supplied by Commercial Paper Dealers and one or more of the Commercial Paper Dealers shall not provide a quotation for the determination of the applicable "AA" Financial Composite Commercial Paper Rate, the Auction Agent immediately shall notify the Fund so that the Fund can determine whether to select a substitute Commercial Paper Dealer or substitute Commercial Paper Dealers to provide the quotation or quotations not being supplied by any Commercial Paper Dealer or Commercial Paper Dealers. The Fund promptly shall advise the Auction Agent of any such selection. If the Fund does not select any such substitute Commercial Paper Dealer or substitute Commercial Paper Dealers, then the rates shall be supplied by the remaining Commercial Paper Dealer or Commercial Paper Dealers. (i) The Auction Agent shall maintain a current registry of the beneficial owners of the shares of MuniPreferred of each series who shall constitute Existing Holders of shares of MuniPreferred of such series the Preferred Shares for purposes of Auctions and shall indicate thereon the identity of the respective Broker-Dealer of each Existing Holder, if any, on whose behalf such Broker- Dealer submitted the most recent Order in any Auction which resulted in such Existing Holder continuing to hold or purchasing shares of MuniPreferred of such series. The Auction Agent shall keep such registry current and accurateindividual Auction. The Fund shall use commercially reasonable efforts to provide or cause to be provided to the Auction Agent at or prior to within ten Business Days following the Date of Original Issue date of the shares of MuniPreferred of each series Closing a list of the initial Existing Holders of the shares of each such series of MuniPreferredPreferred Shares, the number of shares purchased by each such Existing Holder and the respective Broker-Dealer of each such Existing Holder or the affiliate thereof through which each such Existing Holder purchased such shares. The Auction Agent shall advise the Fund in writing whenever the number of Existing Holders is 500 or more. The Auction Agent may rely upon, as conclusive evidence of the identities of the Existing Holders of shares of MuniPreferred of any series (A) Holders, such list, (B) the results of Auctions, (C) each Auction and notices from any Broker- Dealer as described in Existing Holder, the first sentence of Section 2.2(c)(iii) hereof and (D) the results Agent Member of any procedures approved by Existing Holder or the Fund that have been devised for the purpose Broker-Dealer of determining the identities any Existing Holder with respect to such Existing Holder's transfer of Existing Holders in situations where shares of MuniPreferred may have been transferred without compliance with any restriction on the transfer thereof set forth in the Auction ProceduresPreferred Shares to another Person. (ii) In the event of any partial redemption of any series Preferred Shares, upon notice by the Fund to the Auction Agent of MuniPreferredsuch partial redemption, the Auction Agent shall, promptly shall request the Securities Depository to notify the Auction Agent of the identities of the Agent Members (and the respective numbers of shares) from the accounts of which shares have been called for redemption and the person or department at such Agent Member to contact regarding such redemption. At least two Business Days prior to the next Auction for such seriespreceding the date of redemption, request each Broker-Dealer to provide the Auction Agent with a list shall request each Agent Member so identified to disclose to the Auction Agent (upon selection by such Agent Member of Persons who such Broker-Dealer believes should remain the Existing Holders after such redemption based upon inquiries of those Persons such Broker-Dealer believes whose shares are Beneficial Owners as a result of the most recent Auction and with respect to each such Person, be redeemed) the number of shares Preferred Shares of MuniPreferred each such Existing Holder, if any, to be redeemed by the Fund, provided that the Auction Agent has been furnished with the name and telephone number of a person or department at such series Agent Member from which it is to request such Broker-Dealer believes are owned by such Person after such redemptioninformation. In the absence of receiving any such information with respect to an Existing Holder, from any Broker-Dealersuch Existing Holder's Agent Member or otherwise, the Auction Agent may continue to treat the Persons listed in its registry of such Existing Holders Holder as the beneficial owner having ownership of the number of shares of MuniPreferred of such series Preferred Shares shown in such registrythe Auction Agent's registry of Existing Holders. (iii) The Auction Agent shall be required to register a transfer of shares the ownership of MuniPreferred of any series Preferred Shares from an Existing Holder of such shares of MuniPreferred only if such transfer is to another Existing Holder, or other to another Person if permitted by the Fund, and only if (A) such transfer is made pursuant to an Auction or (B) if such transfer is made (A) other than pursuant to an Auction, (B) the Auction Agent has been notified of such transfer in writing (I) writing, in a notice substantially in the form of Exhibit C to the Broker-Dealer Agreements Agreement, by a Broker-Dealer such Existing Holder or by the Agent Member of such Existing Holder. The Auction Agent is not required to accept any notice of transfer or (II) delivered for an Auction unless it is received by the Auction Agent by 12:00 noon of the Dividend Payment Date. The Auction Agent shall rescind a transfer made on the registry of the Existing Holders of any Preferred Shares if the Auction Agent has been notified in writing, in a notice substantially in the form of Exhibit D to the Broker-Broker- Dealer Agreements Agreement, by the Agent Member or the Broker-Dealer of any Existing Holder, or other Person if permitted by that (i) purchased any Preferred Shares and the Fund, that purchased or sold seller failed to deliver such shares of MuniPreferred in an Auction of or (ii) sold any Preferred Shares and the failure purchaser failed to make payment to such Person upon delivery to the purchaser of such shares of MuniPreferred to be transferred as a result of such Auction or (C) pursuant to procedures approved by the Fund that have been devised for the purpose of determining the identities of Existing Holders in situations where shares of MuniPreferred may have been transferred without compliance with any restriction on the transfer thereof set forth in the Auction Procedures. The Auction Agent is not required to accept any such notice for an Auction unless it is received by the Auction Agent by 3:00 P.M. on the Business Day preceding such Auctionshares. (df) The Auction Agent may request that the Broker-Broker Dealers, as set forth in Section 3.2(b) of the Broker-Dealer Agreements, to provide the Auction Agent with a list of Persons who their respective customers that such Broker-Dealer believes should be Existing Holders based upon inquiries of those Persons such Broker-Dealer believes Dealers believe are Beneficial Owners as a result of the most recent Auction and with respect to each such Person, the number of shares of such series of MuniPreferred such Broker-Dealer believes to be owned by such PersonPreferred Shares. The Auction Agent shall keep confidential any such registry of Existing Holders information and shall not disclose the identities of the Existing Holders of any such shares of MuniPreferred information so provided to any Person other than the Fund and the relevant Broker-Dealer and the Fund, provided that provided the Auction Agent reserves the right to disclose any such informationinformation if it is advised by its counsel that its failure to do so would be unlawful.

Preparation for Each Auction. Maintenance of Registry of Beneficial OwnersExisting ----------------------------------------------------------------- Holders. ---------------------------------------- (a) Not later than seven days prior to As of the first Auction Date for the first series of MuniPreferred subject to an Auctiondate hereof, the Fund shall provide the Auction Agent with a list of the Broker-DealersDealers previously approved by the Auction Agent and shall cause to be delivered to the Auction Agent for execution by the Auction Agent a Broker-Dealer Agreement signed by each such Broker-Dealer. The Auction Agent shall keep such list current and accurate and shall indicate thereon, or on a separate list, the identity of each Existing Holder, if any, whose most recent Order was submitted by a Broker-Dealer on such list and resulted in such Existing Holder continuing to hold or purchase AMPS. Not later than seven days five Business Days prior to any Auction Date for any series of MuniPreferred for which any change in such list of Broker-Dealers is to be effective, the Fund will shall notify the Auction Agent in writing of such change and, if any such change involves is the addition of a Broker-Dealer to such list, the Fund shall cause to be delivered to the Auction Agent for execution by the Auction Agent a Broker-Dealer Agreement signed by such Broker- Dealer; provided, however, that if the Fund proposes to designate any Special Rate Period of any series of MuniPreferred pursuant to Section 4 of Part I of the Statement, not later than 11:00 A.M. on the Business Day next preceding the Auction next preceding the first day of such Rate Period or by such later time or date, or both, as may be agreed to by the Auction Agent, the Fund shall provide the Auction Agent with a list of the Broker-Dealers for such series and a manually signed copy of each Broker-Dealer Agreement or a new Schedule A to a Broker-Dealer Agreement (which Schedule A shall replace and supersede any previous Schedule A to such Broker-Dealer Agreement) with each Broker-Dealer for such seriesDealer. The Auction Agent and the Fund shall have entered into a Broker- Broker-Dealer Agreement with each Broker-Dealer prior to the participation of any such Broker-Dealer in any Auction. (b) In the event that any the Auction Date for any series of MuniPreferred Auction shall be changed after the Auction Agent shall have given the notice referred to in clause (vivii) of paragraph (a) of the Settlement Procedures, or after the notice referred to in Section 2.5(a) hereof, if applicable, the Auction Agent, by such means as the Auction Agent reasonably deems practicable, shall give notice of such change to the Broker-Dealers for such series not later than the earlier of 9:15 A.M. a.m. on the new Auction Date or 9:15 A.M. a.m. on the old Auction Date. (c) The provisions contained in Section 11.2 of the Second Amended and Restated Bylaws concerning Special Dividend Periods and the notification of a Special Dividend Period will be followed by the Fund and, to the extent applicable, the Auction Agent, and the provisions contained therein are incorporated herein by reference in their entirety and shall be deemed to be a part of this Agreement to the same extent as if such provisions were set forth fully herein. (i) On each Auction Date, the Auction Agent shall determine the dividend rate and the Maximum Applicable Rate. Not later than 9:30 a.m. on each Auction Date, the Auction Agent shall notify the Fund and the Broker-Dealers of the Maximum Applicable Rate. (ii) If the Reference Rate is the applicable "AA" Composite Commercial Paper Rate and such rate is to be based on rates supplied by Commercial Paper Dealers and one or more of the Commercial Paper Dealers shall not provide a quotation for the determination of the applicable "AA" Composite Commercial Paper Rate, the Auction Agent shall immediately notify the Fund so that the Fund can determine whether to select a substitute Commercial Paper Dealer or substitute Commercial Paper Dealers to provide the quotation or quotations not being supplied by any Commercial Paper Dealer or Commercial Paper Dealers. The Fund shall promptly advise the Auction Agent of any such selection. If the Fund does not select any such substitute Commercial Paper Dealer or substitute Commercial Paper Dealers, then the rates shall be supplied by the remaining Commercial Paper Dealer or Commercial Paper Dealers. (i) The Auction Agent shall maintain a current registry of the beneficial owners of the shares of MuniPreferred of each series who shall constitute Existing Holders of shares of MuniPreferred of such series the AMPS who are Broker-Dealers for purposes of Auctions and shall indicate thereon the identity of the respective Broker-Dealer of each Existing Holder, if any, on whose behalf such Broker- Dealer submitted the most recent Order in any Auction which resulted in such Existing Holder continuing to hold or purchasing shares of MuniPreferred of such series. The Auction Agent shall keep such registry current and accurateindividual Auction. The Fund shall use commercially reasonable efforts to provide or cause to be provided to the Auction Agent at or prior to within ten Business Days following the Date of Original Issue date of the shares of MuniPreferred of each series Closing a list of the initial Existing Holders of the shares of each such series of MuniPreferredAMPS, the number of shares purchased by each such Existing Holder and the respective Broker-Dealer of each such Existing Holder or the affiliate thereof through which each such Existing Holder purchased such shares. The Auction Agent shall advise the Fund in writing whenever the number of Existing Holders is 500 or more. The Auction Agent may rely upon, as conclusive evidence of the identities of the Existing Holders of shares of MuniPreferred of any series (A) Holders, such list, (B) the results of Auctions, (C) each Auction and notices from any Broker- Dealer as described in Existing Holder, the first sentence of Section 2.2(c)(iii) hereof and (D) the results Agent Member of any procedures approved by Existing Holder or the Fund that have been devised for the purpose Broker-Dealer of determining the identities any Existing Holder with respect to such Existing Holder's transfer of Existing Holders in situations where shares of MuniPreferred may have been transferred without compliance with any restriction on the transfer thereof set forth in the Auction ProceduresAMPS to another Person. (ii) In the event of any partial redemption of any series AMPS, upon notice by the Fund to the Auction Agent of MuniPreferredsuch partial redemption, the Auction Agent shall, promptly shall request the Securities Depository to notify the Auction Agent of the identities of the Agent Members (and the respective numbers of shares) from the accounts of which shares have been called for redemption and the person or department at such Agent Member to contact regarding such redemption. At least two Business Days prior to the next Auction for such seriespreceding the date of redemption, request each Broker-Dealer to provide the Auction Agent with a list shall request each Agent Member so identified to disclose to the Auction Agent (upon selection by such Agent Member of Persons who such Broker-Dealer believes should remain the Existing Holders after such redemption based upon inquiries of those Persons such Broker-Dealer believes whose shares are Beneficial Owners as a result of the most recent Auction and with respect to each such Person, be redeemed) the number of shares AMPS of MuniPreferred each such Existing Holder, if any, to be redeemed by the Fund, provided that the Auction Agent has been furnished with the name and telephone number of a person or department at such series Agent Member from which it is to request such Broker-Dealer believes are owned by such Person after such redemptioninformation. In the absence of receiving any such information with respect to an Existing Holder, from any Broker-Dealersuch Existing Holder's Agent Member or otherwise, the Auction Agent may continue to treat the Persons listed in its registry of such Existing Holders Holder as the beneficial owner having ownership of the number of shares of MuniPreferred of such series AMPS shown in such registrythe Auction Agent's registry of Existing Holders. (iii) The Auction Agent shall be required to register a transfer of shares the ownership of MuniPreferred of any series AMPS from an Existing Holder of such shares of MuniPreferred only if such transfer is to another Existing Holder, or other to another Person if permitted by the Fund, and only if (A) such transfer is made pursuant to an Auction or (B) if such transfer is made (A) other than pursuant to an Auction, (B) the Auction Agent has been notified of such transfer in writing (I) writing, in a notice substantially in the form of Exhibit C to the Broker-Dealer Agreements Agreement, by a Broker-Dealer such Existing Holder or by the Agent Member of such Existing Holder. The Auction Agent is not required to accept any notice of transfer or (II) delivered for an Auction unless it is received by the Auction Agent by 12:00 noon of the Auction Date. The Auction Agent shall rescind a transfer made on the registry of the Existing Holders of any AMPS if the Auction Agent has been notified in writing, in a notice substantially in the form of Exhibit D to the Broker-Dealer Agreements Agreement, by the Agent Member or the Broker-Dealer of any Existing Holder, or other Person if permitted by that (i) purchased any AMPS and the Fund, that purchased or sold seller failed to deliver such shares of MuniPreferred in an Auction of or (ii) sold any AMPS and the failure purchaser failed to make payment to such Person upon delivery to the purchaser of such shares of MuniPreferred to be transferred as a result of such Auction or (C) pursuant to procedures approved by the Fund that have been devised for the purpose of determining the identities of Existing Holders in situations where shares of MuniPreferred may have been transferred without compliance with any restriction on the transfer thereof set forth in the Auction Procedures. The Auction Agent is not required to accept any such notice for an Auction unless it is received by the Auction Agent by 3:00 P.M. on the Business Day preceding such Auctionshares. (df) The Auction Agent may request that the Broker-Dealers, as set forth in Section 3.2(b) of the Broker-Dealer AgreementsAgreement, to provide the Auction Agent with a list of Persons who their respective customers that such Broker-Dealer believes should be Existing Holders Dealers believe are Beneficial Owners of AMPS based upon inquiries of those Persons persons such Broker-Dealer believes Dealers reasonably believe are Beneficial Owners as a result of the most recent Auction and with respect to each such Person, the number of shares of such series of MuniPreferred such Broker-Dealer believes to be owned by such PersonAuction. The Auction Agent shall keep confidential any such information and any such registry of Existing Holders and shall not disclose the identities of the Existing Holders of any such shares of MuniPreferred information so provided to any Person other than the Fund and the Broker-Dealer that provided such informationinformation and the Fund, provided that the Auction Agent reserves the right to disclose any such information if it is advised by its counsel that its failure to do so would be unlawful.