Exhibit k.4
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FORM OF BROKER-DEALER AGREEMENT
among
DEUTSCHE BANK TRUST COMPANY AMERICAS
as Auction Agent
[ ]
as Broker-Dealer
Dated as of [ ], 2002
Relating to
TAXABLE AUCTION MARKET PREFERRED SHARES
SERIES M and SERIES W
of
WESTERN ASSET PREMIER BOND FUND
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BROKER-DEALER AGREEMENT dated as of [ ], 2002 (this "Agreement"),
among (i) Deutsche Bank Trust Company Americas, a New York banking corporation,
as auction agent (the "Auction Agent") (not in its individual capacity but
solely as agent of Western Asset Premier Bond Fund, a Massachusetts business
trust (the "Trust")) pursuant to authority granted to it in the Auction Agency
Agreement and (ii) the Broker-Dealer whose name appears on the signature page
hereof, as Broker-Dealer (together with its successors and assigns as such
hereinafter referred to as "BD").
The Trust intends to issue two series of Taxable Auction Market Preferred
Shares, no par value per share, liquidation preference $25,000 per share,
designated Series M and Series W. The shares of each series of AMPS (as defined
below) shall be issued in book-entry form through the facilities of the
Securities Depository. References to "Shares of AMPS" or "AMPS" in this
Agreement shall refer only to the beneficial interests in the AMPS unless the
context otherwise requires.
The Auction Procedures require the participation of a Broker-Dealer.
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Auction Agent, the Trust and BD
agree as follows:
1. Definitions and Rules of Construction
1.1 Terms Defined by Amended Bylaws of the Trust. Capitalized terms not
defined herein shall have the respective meanings specified in the Amended
Bylaws.
1.2 Terms Defined Herein. As used herein and in the Settlement Procedures,
the following terms shall have the following meanings, unless the context
otherwise requires:
(a) "Agent Member" of any Person shall mean the member of, or
participant in, the Securities Depository that will act on behalf of a Bidder.
(b) "Amended Bylaws" shall mean the Bylaws of the Trust, as amended
by Amendment No. 1 to the Bylaws relating to the AMPS, as the same may be
amended, supplemented or modified from time to time.
(c) "AMPS" shall mean the preferred shares, no par value per share,
of the Trust designated as its "Taxable Auction Market Preferred Shares" and
bearing such further designation as to series as the Board of Trustees, as the
case may be, of the Trust or any committee thereof shall specify.
(d) "Auction" shall have the meaning specified in Section 2.1
hereof.
(e) "Auction Agency Agreement" shall mean the Auction Agency
Agreement dated as of [_______], 2002 between the Auction Agent and the Trust.
(f) "Auction Procedures" shall mean the auction procedures included
in Part II of Section 12.1 of the Amended Bylaws.
(g) "Authorized Officer" of the Auction Agent shall mean each
Managing Director, Vice President, Assistant Vice President or Associate of the
Auction Agent assigned to its Corporate Trust and Agency Services and every
Person designated as an "Authorized Officer" for purposes hereof in a
communication to the Trust.
(h) "Settlement Procedures" shall mean the Settlement Procedures
attached to the Auction Agency Agreement as Exhibit B.
(i) "Trust Officer" shall mean the Chairman and Chief Executive
Officer, the President, each Vice President (whether or not designated by a
number or word or words added before or after the title "Vice President"), the
Secretary, the Treasurer, each Assistant Vice President, each Assistant
Secretary and each Assistant Treasurer of the Trust and every other officer or
employee of the Trust designated as a "Trust Officer" for purposes hereof in a
notice to the Auction Agent.
1.3 Rules of Construction. Unless the context or use indicates another or
different meaning or intent, the following rules shall apply to the construction
of this Agreement:
(a) Words importing the singular number shall include the plural
number and vice versa.
(b) The captions and headings herein are solely for convenience of
reference and shall not constitute a part of this Agreement nor shall they
affect its meaning, construction or effect.
(c) The words "hereof," "herein," "hereto," and other words of
similar import refer to this Agreement as a whole.
(d) All references herein to a particular time of day shall be to
New York City time.
(e) This Agreement shall apply separately but equally to all series
of AMPS that may be issued. Section 1 and 2 hereof shall be read in conjunction
with the Amended Bylaws and in the event of any conflict with the Amended
Bylaws, the Amended Bylaws shall take precedence.
1.4 Warranties of a Broker Dealer. A Broker-Dealer (or "BD") hereby
represents and warrants that this Agreement has been duly authorized, executed
and delivered by BD and that, assuming the due authorization, execution and
delivery hereof by the Auction Agent, this Agreement constitutes a valid and
binding agreement of BD, enforceable against it in accordance with its terms.
BD's representations and warranties in this Section 1.4 shall survive the
termination of this Agreement.
2. The Auctions.
2.1 Purpose; Incorporation by Reference of Auction Procedures and
Settlement Procedures.
(a) On each Auction Date, the provisions of the Auction Procedures
will be followed by the Auction Agent for the purpose of determining the
Applicable Rate for the AMPS for the next Dividend Period. Each periodic
implementation of such procedures is hereinafter referred to as an "Auction."
(b) All of the provisions contained in the Auction Procedures and
the Settlement Procedures 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 fully set forth herein.
(c) BD agrees to act as, and assumes the obligations of and
limitations and restrictions placed upon, a Broker-Dealer under this Agreement.
BD understands that other persons meeting the requirements specified in the
definition of "Broker-Dealer" contained in the Amended Bylaws may execute a
Broker-Dealer Agreement and participate as Broker-Dealers in Auctions.
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(d) BD acknowledges and agrees that each provision of the Auction
Procedures that requires BD to perform an obligation or procedure is hereby
incorporated herein by reference and that this Agreement shall constitute the
Trust's instruction, and BD hereby agrees, to perform such obligations and
procedures without further request by or instructions from the Trust.
(e) BD may participate in Auctions for its own account.
2.2 Preparation for Each Auction.
(a) Not later than 9:30 a.m. on each Auction Date, the Auction
Agent shall advise BD by telephone or other electronic means, to be confirmed in
writing by the Auction Agent, of the Maximum Rate, Reference Rate(s) and
Treasury Index Rate(s).
(b) BD shall cause the Maximum Rate to be communicated as promptly
as practicable to its customers who hold or may be interested in acquiring AMPS.
(c) If required by applicable law, or requested by the Auction
Agent, BD shall provide a list of 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 shall not disclose any such information so provided to any Person
other than the other party hereto, provided that the Auction Agent each 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.
(d) BD agrees to maintain a list of customers relating to a series
of AMPS 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.
(e) The Auction Agent's registry of Existing Holders of shares of a
series of AMPS 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 AMPS 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
belief. BD shall not, in its capacity as Existing Holder of shares of such
series, 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.
2.3 Auction Schedule; Method of Submission of Orders.
(a) The Auction Agent shall conduct Auctions in accordance with the
schedule set forth below. Such schedule may be changed at any time by the
Auction Agent with the consent of the Trust, which consent shall not be
unreasonably withheld. The Auction Agent shall give written notice of any such
change to BD which shall have the right to review such change. Such notice shall
be received one Business Day prior to the first Auction Date on which any such
change shall be effective.
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Time Event
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By 9:30 a.m. Auction Agent advises the Trust and the
Reference Rate(s) and Treasury Index Rate(s)
as set forth in Section 2.2(a) hereof.
9:30 a.m. - 1:30 p.m. Auction Agent assembles information
communicated to it by BD as provided in
Paragraph 1(a) of the Auction Procedures.
Submission Deadline is 1:30 p.m.
Not earlier than Auction Agent makes determinations pursuant to
1:30 p.m. Paragraph 3(a) of the Auction Procedures.
By approximately Auction Agent advises the Trust of results of
3:30 p.m. Auction as provided in Paragraph 3(b) of the
Auction Procedures. Submitted Bids and
Submitted Sell Orders are accepted and
rejected in whole or in part and AMPS are
allocated as provided in Paragraph 4 of the
Auction Procedures. Auction Agent gives notice
of Auction results as set forth in Section
2.4(a) hereof.
(b) BD may designate one or more individuals in its organization
who will coordinate its procedures in connection with Auctions and purchases and
sales of shares of any series of AMPS.
(c) BD agrees to handle its customers' orders in accordance with
its duties under applicable securities laws and rules.
(d) To the extent that pursuant to Paragraph [4] of the Auction
Procedures of the Trust, BD continues to hold, sells or purchases a number of
shares that is fewer than the number of shares in an Order submitted by BD to
the Auction Agent in which BD designated itself as an Existing Holder or
Potential Holder in respect of customer Orders, BD shall make appropriate pro
rata allocations among its customers for which it submitted Orders of similar
tenor. If as a result of such allocations, any Beneficial Owner would be
entitled or required to sell, or any Beneficial Owner would be entitled or
required to purchase, a fraction of a Share of AMPS on any Auction Date, BD
shall, in such manner as it shall determine in its sole discretion, round up or
down the number of AMPS to be purchased or sold on such Auction Date by any
Beneficial Owner or Potential Beneficial Owner on whose behalf BD submitted an
Order so that the number of shares so purchased or sold by each such Beneficial
Owner or Potential Beneficial Owner on such Auction Date shall be whole shares.
(e) BD shall submit Orders to the Auction Agent in writing in
substantially the form attached hereto as Exhibit A. BD shall submit separate
Orders to the Auction Agent for each Potential Holder or Existing Holder on
whose behalf BD is submitting an Order and shall not net or aggregate the Orders
of Potential Holders or Existing Holders on whose behalf BD is submitting
Orders.
(f) BD shall deliver to the Auction Agent (i) a written notice,
substantially in the form attached hereto as Exhibit B, of transfers of AMPS
made through BD by an Existing Holder to another
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Person other than pursuant to an Auction and (ii) a written notice,
substantially in the form attached hereto as Exhibit C, of the failure of any
AMPS to be transferred to or by any Person that purchased or sold AMPS through
BD pursuant to an Auction. The Auction Agent is not required to accept any
notice delivered pursuant to the terms of the foregoing sentence with respect to
an Auction unless it is received by the Auction Agent by 3:30 p.m. on the
Business Day next preceding the applicable Auction Date.
2.4 Notices.
(a) On each Auction Date, the Auction Agent shall notify BD by
telephone or facsimile (or other electronic means acceptable to both parties) of
the results of the Auction as set forth in paragraph (a) of the Settlement
Procedures. By approximately 11:30 A.M. on the Business Day next succeeding such
Auction Date, the Auction Agent shall notify BD in writing of the disposition of
all Orders submitted by BD in the Auction held on such Auction Date.
(b) BD shall notify each Existing Holder or Potential Holder on
whose behalf BD has submitted an Order as set forth in paragraph (b) of the
Settlement Procedures and take such other action as is required of BD pursuant
to the Settlement Procedures.
2.5 Notification of Dividend.
The provisions contained in Paragraph 3 of Part I of Section 12.1
of the Amended Bylaws concerning the notification of a Special Rate Period will
be followed by the Auction Agent and BD, 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.
2.6 Service Charge to Be Paid to BD.
(a) No later than 12:00 noon on each Dividend Payment Date, the
Auction Agent after each Auction will pay a service charge from funds provided
by the Trust to each Broker-Dealer on the basis of the purchase price of AMPS
placed by such Broker-Dealer at such Auction. The service charge shall be (i) in
the case of any Auction Date immediately preceding a Dividend Period of less
than one year, the product of (A) a fraction the numerator of which is the
number of days in such Dividend Period (calculated by counting the date of
original issue of such shares to but excluding the next succeeding dividend
payment date of such shares) and the denominator of which is 360, times (B) 1/4
of 1%, times (C) $25,000 times (D) the sum of the aggregate number of shares of
outstanding AMPS for which the Auction is conducted and (ii) in the case of any
Special Dividend Period the amount determined by mutual consent of the Trust and
any such Broker-Dealers and shall be based upon a selling concession that would
be applicable to an underwriting of fixed or variable rate AMPS with a similar
final maturity or variable rate dividend period, respectively, at the
commencement of the Dividend Period with respect to such Auction.
(b) If the Trust determines to change the rate at which the
service charge payable to BD pursuant to Section 2.6(a) accrues, the Trust shall
mail to the Auction Agent a notice thereof within two Business Days of such
change. Any change in such service charge shall be effective on the Auction Date
next succeeding the Auction Agent's receipt of notice of such change.
2.7 Settlement.
(a) If any Existing Holder selling AMPS in an Auction fails to
deliver such AMPS (by authorized book-entry), the BD of any Person that was to
have purchased AMPS in such Auction may deliver to such Person a number of
Shares of AMPS that is less than the number of Shares of AMPS that
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otherwise were to be purchased by such Person. In such event, the number of
Shares of AMPS to be so delivered shall be determined by BD. Delivery of such
lesser number of Shares of AMPS shall constitute good delivery. Upon the
occurrence of any such failure to deliver Shares of AMPS, BD shall deliver to
the Auction Agent the notice required by Section 2.3(f)(ii) hereof.
Notwithstanding the foregoing provisions of this Section 2.7(a), any delivery or
non-delivery of AMPS which represents any departure from the results of an
Auction, as determined by the Auction Agent, shall be of no effect unless and
until the Auction Agent shall have been notified of such delivery or
non-delivery in accordance with the terms of Section 2.3(f) hereof. The Auction
Agent shall have no duty or liability with respect to enforcement of this
Section 2.7(a).
(b) Neither the Auction Agent nor the Trust shall have any
responsibility or liability with respect to the failure of an Existing Holder, a
Potential Holder or an Agent Member or any of them to deliver AMPS or to pay for
AMPS sold or purchased pursuant to the Auction Procedures or otherwise.
(c) Notwithstanding any provision of the Auction Procedures or
the Settlement Procedures to the contrary, in the event BD is an Existing Holder
with respect to shares of a series of AMPS and the Auction procedures provide
that BD shall be deemed to have submitted a Sell Order in an Auction with
respect to such shares if BD fails to submit an Order in that Auction with
respect to such shares, BD shall have no liability to any Person for failing to
sell such shares pursuant to such a deemed Sell Order if (i) such shares were
transferred by the beneficial owner thereof without notification of such
transfer in compliance with the Auction Procedures or (ii) BD has indicated to
the Auction Agent pursuant to Section 2.2(e) of this Agreement that, according
to BD's records, BD is not the Existing Holder of such shares.
(d) Notwithstanding any provision of the Auction Procedures or
the Settlement Procedures to the contrary, in the event an Existing Holder or
Beneficial Owner of shares of a series of AMPS with respect to whom a
Broker-Dealer submitted a Bid to the Auction Agent for such shares that was
accepted in whole or in part, or submitted or is deemed to have submitted a Sell
Order for such shares that was accepted in whole or in part, fails to instruct
its Agent Member to deliver such shares against payment therefore, partial
deliveries of AMPS that have been made in respect of Potential Holders' or
Potential Beneficial Owners' Submitted Bids for shares of such series that have
been accepted in whole or in part shall constitute good delivery to such
Potential Holders and Potential Beneficial Owners.
3. The Auction Agent
3.1 Duties and Responsibilities.
(a) The Auction Agent is acting solely as agent for the Trust
hereunder and owes no duties, fiduciary or otherwise, to any other Person by
reason of this Agreement.
(b) The Auction Agent undertakes to perform such duties and only
such duties as are specifically set forth in this Agreement, and no implied
covenants or obligations shall be read into this Agreement, the Auction
Procedures or the Settlement Procedures against the Auction Agent.
(c) In the absence of bad faith or negligence on its part, the
Auction Agent shall not be liable for any action taken, suffered, or omitted by
it or for any error of judgment made by it in the performance of its duties
under this Agreement.
3.2 Rights of the Auction Agent.
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(a) The Auction Agent may rely upon and shall be fully protected
in acting or refraining from acting upon any communication authorized by this
Agreement and upon any written instruction, notice, request, direction, consent,
report, certificate, share certificate or other instrument, paper or document
reasonably believed by it to be genuine. The Auction Agent shall not be liable
for acting upon any communication authorized by this Agreement (including, but
not limited to, any made by telephone, telecopier or other means of electronic
communication acceptable to the parties hereto) which the Auction Agent
reasonably believes in good faith to have been given by the Trust or by BD. The
Auction Agent may record telephone communications with BD.
(b) The Auction Agent may consult with counsel of its own choice,
and the advice of such counsel shall be full and complete authorization and
protection in respect of any action taken, suffered or omitted by it hereunder
in good faith and in reliance thereon.
(c) The Auction Agent shall not be required to advance, expend or
risk its own funds or otherwise incur or become exposed to financial liability
in the performance of its duties hereunder.
(d) The Auction Agent may perform its duties and exercise its
rights hereunder either directly or by or through agents or attorneys.
3.3 Auction Agent's Disclaimer. The Auction Agent makes no
representation as to and shall have no liability with respect to the correctness
of the recitals in, the validity with respect to parties other than the Auction
Agent, or the adequacy of this Agreement, the Broker-Dealer Agreements or the
AMPS, or any Official Statement or other offering material used in connection
with the offer and sale of the AMPS or otherwise.
4. Miscellaneous
4.1 Termination.
(a) Any party may terminate this Agreement at any time upon five
(5) days written notice to the other parties, which notice may be given by
facsimile as provided in Section 4.3 hereof. This Agreement shall automatically
terminate upon the redemption of all outstanding AMPS or upon termination of the
Auction Agency Agreement.
(b) BD represents that it (or if BD does not act as Agent
Member, one of its affiliates) shall make all dividend payments on the AMPS
available in same-day funds on each Dividend Payment Date to customers that use
BD or affiliate as Agent Member.
4.2 Agent Member. BD is, and shall remain for the term of this
Agreement, a member of, or participant in, the Securities Depository (or an
affiliate of such a member or participant).
4.3 Communications. Except for (i) communications authorized to be
made by telephone pursuant to this Agreement or the Auction Procedures and (ii)
communications in connection with the Auctions (other than those expressly
required to be in writing), all notices, requests and other communications to
any party hereunder shall be in writing (for the purposes of this Agreement,
telecopy or other means of electronic communication acceptable to the parties
shall be deemed to be in writing) and shall be given to such party, addressed to
it, at its address, telecopy number set forth below and, where appropriate
reference the particular Auction to which such notice relates:
If to BD,
addressed:
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Attention: ________________
Telephone No.: ____________
Facsimile No.: _____________
If to the Auction Deutsche Bank Trust Company Americas
Agent, addressed: Corporate Trust and Agency Services
000 Xxxxx Xxx, 0/xx/ Xxxxx
Xxxxxx Xxxx, XX 00000
Attention: Auction Rate Group
Telephone No.: 000-000-0000
Facsimile No.: 000-000-0000
If to the Trust,
Addressed: Western Asset Premier Bond Fund
000 Xxxx Xxxxxxxx Xxxx.
Xxxxxxxx, XX 00000
Attention: Xxxxx Xxxxxx
Telephone No.: 000-000-0000
Facsimile No.: 000-000-0000
or such other address or facsimile number as such party may hereafter specify
for such purpose by notice to the other parties. Each such notice, request or
communication shall be effective when delivered at the address specified herein.
Communications shall be given on behalf of BD by a BD Officer, on behalf of the
Auction Agent by an Authorized Officer and on behalf of the Trust by a Trust
Officer. Telephone communications may be recorded.
4.4 Entire Agreement. This Agreement contains the entire agreement
between the parties relating to the subject matter hereof, and there are no
other representations, endorsements, promises, agreements or understandings,
oral, written or implied, between the parties relating to the subject matter
hereof.
4.5 Benefits. Nothing in this Agreement, express or implied, shall
give to any person, other than the Trust, which is a third-party beneficiary of
this Agreement, the Auction Agent, and the BD and their respective successors
and permitted assigns, any benefit of any legal or equitable right, remedy or
claim under this Agreement.
4.6 Amendment; Waiver.
(a) This Agreement shall not be deemed or construed to be
modified, amended, rescinded, cancelled or waived, in whole or in part, except
by a written instrument signed by a duly authorized representative of each of
the parties hereto and with the prior written consent of the Trust, such consent
not to be unreasonably withheld.
(b) Failure of any party to this Agreement to exercise any right
or remedy hereunder in the event of a breach of this Agreement by any other
party shall not constitute a waiver of any such right or remedy with respect to
any subsequent breach.
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4.7 Successors and Assigns. This Agreement shall be binding upon,
inure to the benefit of, and be enforceable by, the respective successors and
permitted assigns of each of the parties hereto. This Agreement may not be
assigned by any party hereto absent the prior written consent of the other
parties.
4.8 Severability. If any clause, provision or section of this
Agreement shall be ruled invalid or unenforceable by any court of competent
jurisdiction, the invalidity or unenforceability of such clause, provision or
section shall not affect any remaining clause, provision or section hereof.
4.9 Execution in Counterparts. This Agreement may be executed in
several counterparts, each of which shall be an original and all of which shall
constitute but one and the same instrument.
4.10 Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO
ANY PROVISIONS THEREOF RELATING TO CONFLICTS OF LAW, OTHER THAN SECTION 5-1401
OF THE GENERAL OBLIGATIONS LAW OF NEW YORK).
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed and delivered by their proper and duly authorized officers as
of the date first above written.
DEUTSCHE BANK TRUST COMPANY AMERICAS
as Auction Agent
By:______________________________
Name:
Title:
[ ]
as Broker-Dealer
By:______________________________
Name:
Title:
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Exhibit A
To BROKER-DEALER
AGREEMENT
AUCTION BID FORM
(Submit only one Order on this Order Form)
WESTERN ASSET PREMIER BOND FUND
Taxable Auction Market Preferred Shares ("AMPS")
To: [____________________] Date of Auction ____________
Series of AMPS (indicate by
Number Designation)
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The undersigned Broker-Dealer submits the following Order on behalf of the
Bidder listed below:
Name of Bidder: __________________________________
Bidder placed the Order listed below covering the number of
shares indicated
(complete only one blank):
_________________ number of Shares of AMPS now held by
Bidder (an Existing Holder), and the Order is a (check one):
[_] Hold Order; or
[_] Bid at a rate of ____%; or
[_] Sell Order;
- or -
_________________ number of Shares of AMPS not now held
by Bidder (a Potential Holder), and the Order is
a Bid at a rate of ______%
Notes:
(1) If submitting more than one Bid for one Bidder, use additional Order Forms.
(2) If one or more Bids covering in the aggregate more than the outstanding
number of Shares of AMPS held by any Existing Holder are submitted, such
Bids shall be considered valid in the order of priority set forth in the
Auction Procedures.
(3) A Hold or Sell Order may be placed only by an Existing Holder covering a
number of Shares of AMPS not greater than the number of Shares of AMPS
currently held by such Existing Holder.
(4) Potential Holders may make Bids only, each of which must specify a rate. If
more than one Bid is submitted on behalf of any Potential Holder, each Bid
submitted shall be a separate Bid with the rate specified.
(5) Bids may contain no more than three figures to the right of the decimal
point (.001 of 1%).
(6) An Order must be submitted in whole Shares of AMPS with an aggregate
liquidation preference of $25,000.
Name of Broker-Dealer: __________________________
By: _____________________________________________
A-1
Exhibit B
To BROKER-DEALER
AGREEMENT
(To be used only for transfers made other than
pursuant to an Auction)
TRANSFER FORM
WESTERN ASSET PREMIER BOND FUND
Taxable Auction Market Preferred Shares ("AMPS")
Series _____ AMPS
(indicate by Number Designation)
We are (check one):
[_] the Existing Holder named below; or
[_] the Broker-Dealer for such Existing Holder; or
[_] the Agent Member for such Existing Holder.
We hereby notify you that such Existing Holder will transfer
___ Shares of AMPS to ____________________.
WESTERN ASSET PREMIER BOND FUND
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By: _______________________________
Name:
Title:
--------------------------------------------------------------------------------
(Name of Existing Holder)
--------------------------------------------------------------------------------
(Name of Broker-Dealer)
--------------------------------------------------------------------------------
(Name of Agent Member)
--------------------------------------------------------------------------------
By: _______________________________
Name:
Title:
B-1
Exhibit C
To BROKER-DEALER
AGREEMENT
(To be used only for failures to deliver
AMPS sold pursuant to an Auction)
NOTICE OF A FAILURE TO DELIVER
WESTERN ASSET PREMIER BOND FUND
Taxable Auction Market Preferred Shares ("AMPS")
Series _____ AMPS
(indicate by Number Designation)
Complete either I. or II.
I. We are a Broker-Dealer for ______________ (the "Purchaser"), which
purchased ____ Shares of AMPS in the Auction held on __________________
from the seller of such AMPS.
II. We are a Broker-Dealer for _____________ (the "Seller"), which sold ____
Shares of AMPS in the Auction held on ____________________ to the purchaser
of such AMPS.
We hereby notify you that (check one):
__________ the Seller failed to deliver such AMPS to the Purchaser; or
__________ the Purchaser failed to make payment to the Seller upon delivery of
such AMPS.
Name: _________________________________
(Name of Broker-Dealer)
--------------------------------------------------------------------------------
By: ___________________________________
Printed Name:
Title:
C-1
Capitalized terms used in this letter, unless otherwise defined herein,
shall have the meanings set forth in the Bylaws of the Trust, as amended by
Amendment No. 1 to the Bylaws, and as further amended from time to time.
(Name of Purchaser)
By: __________________________________
Name:
Title:
Address: _____________________________
______________________________________
______________________________________
Dated:
S-1
