FORM OF BROKER-DEALER AGREEMENT
This Broker-Dealer Agreement dated as of ________, 2006, is between
Deutsche Bank Trust Company Americas (the "Auction Agent") (not in its
individual capacity, but solely as agent of First Trust Tax-Advantaged
Preferred Income Fund (the "Fund")), pursuant to authority granted to it in
the Auction Agency Agreement between the Fund and the Auction Agent dated as
of ________, 2006 (the "Auction Agency Agreement") and _______ (together with
its successors and assigns, the "Broker-Dealer").
The Fund proposes to issue an aggregate amount of _____ shares of its
Series M Auction Preferred Shares, $0.01 par value per share, liquidation
preference of $25,000 per share (the "Preferred Shares"), authorized by, and
subject to the terms and conditions of, the Statement (as defined in Section
1.2(f) below).
The Statement provides that for each Rate Period of outstanding series
of Preferred Shares following the initial Rate Period, the Applicable Rate for
each series of Preferred Shares shall be equal to the rate per annum that
results from an Auction for outstanding shares of each series of Preferred
Shares. The Board of Trustees of the Fund has adopted resolutions appointing
Deutsche Bank Trust Company Americas as Auction Agent for purposes of the
Auction Procedures, and pursuant to Section 2.5 of the Auction Agency Agreement,
the Fund has requested and directed the Auction Agent to execute and deliver
this Agreement.
The Auction Procedures require the participation of one or more
Broker-Dealers.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants contained herein, the Auction Agent and Broker-Dealer agree as
follows:
I. DEFINITIONS AND RULES OF CONSTRUCTION.
Section 1.1 Terms Defined by Reference to the Statement. Capitalized
terms used herein but not defined herein shall have the respective meanings
specified in the Statement.
Section 1.2 Terms Defined Herein. As used herein, the following terms
shall have the following meanings, unless the context otherwise requires:
(a) "Auction" shall have the meaning specified in Section 2.1 of
the Auction Agency Agreement.
(b) "Auction Procedures" shall mean the procedures as from time
to time in effect for conducting Auctions that are set forth in Part II
of the Statement.
(c) "Authorized Officer" shall mean each Vice President,
Assistant Vice President and Associate of the Auction Agent and every
other officer or employee of the Auction Agent designated as an
"Authorized Officer" for purposes hereof in a written communication from
the Auction Agent to the Fund.
(d) "Broker-Dealer Officer" shall mean each officer or employee
of a Broker-Dealer designated as a "Broker-Dealer Officer" for purposes
of this Agreement in a written communication to the Auction Agent.
(e) "Broker-Dealer Agreement" shall mean this Agreement and any
substantially similar agreement between the Auction Agent and a
Broker-Dealer.
(f) "Statement" shall mean the Statement Establishing and Fixing
the Rights and Preferences of Series M Auction Preferred Shares in
effect at the time the Registration Statement relating to the Preferred
Shares is declared effective by the Securities and Exchange Commission,
specifying the powers, preferences and rights of the Preferred Shares.
Section 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.
II. NOTIFICATION OF DISTRIBUTION.
The provisions contained in Section 4 of Part I of the Statement
concerning the notification of a Special Rate Period will be followed by the
Auction Agent and Broker-Dealer, 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.
III. THE AUCTION.
Section 3.1 Purpose; Incorporation by Reference of Auction 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 Preferred Shares for the next
Rate Period. Each periodic operation of such procedures is hereinafter
referred to as an "Auction."
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(b) All of the provisions contained in the Auction 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 set forth fully herein.
(c) Broker-Dealer agrees to act as, and assumes the obligations
of and limitations and restrictions placed upon, a Broker-Dealer under
this Agreement. Broker-Dealer understands that other persons meeting the
requirements specified in the definition of "Broker-Dealer" contained in
the Statement may execute a Broker-Dealer Agreement and participate as
Broker-Dealers in Auctions.
(d) Broker-Dealer and other Broker-Dealers may participate in
Auctions for their own accounts. However, the Fund, by notice to
Broker-Dealer and all other Broker-Dealers, may prohibit all
Broker-Dealers from submitting Bids in Auctions for their own accounts,
provided that Broker-Dealers may continue to submit Hold Orders and Sell
Orders. At the request of the Fund, the Auction Agent will seek written
certification from the Broker-Dealer that none of its orders are for its
own account, other than Hold Orders or Sell Orders and will provide to
the Fund such written certifications as it receives. The Auction Agent
shall have no duty or liability in monitoring this Section 3.1(d).
Section 3.2 Preparation for Each Auction.
(a) Not later than 9:30 a.m. on each Auction Date for the
Preferred Shares, the Auction Agent shall advise Broker-Dealer by
telephone of the Reference Rate and the Maximum Rate in effect on such
Auction Date.
(b) The Auction Agent from time to time may request Broker-Dealer
to provide it with a list of the respective customers Broker-Dealer
believes are Beneficial Owners of Preferred Shares. Broker-Dealer 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 Fund; 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. Notwithstanding the foregoing, the
Auction Agent reserves the right and is authorized 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 or (b) it is
advised by its counsel that its failure to do so would be unlawful. In
the event that the Auction Agent is required to disclose information in
accordance with the foregoing sentence, it shall provide written notice
of such requirement to Broker-Dealer as promptly as practicable. The
Auction Agent shall transmit any list of customers Broker-Dealer
believes are Beneficial Owners 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 the Auction Agent shall
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prevent the transmission of such information to others and shall cause
its officers, employees, agents and representatives to abide by the
foregoing confidentiality restrictions.
Section 3.3 Auction Schedule; Method of Submission of Orders.
(a) The Fund and the Auction Agent shall conduct Auctions for the
Preferred Shares 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 Fund, which consent shall not be withheld unreasonably.
The Auction Agent shall give written notice of any such change to
Broker-Dealer. Such notice shall be received prior to the close of
business on the Business Day next preceding the first Auction Date on
which any such change shall be effective.
TIME EVENT
9:30 a.m. The Auction Agent shall advise
the Fund and the Broker-Dealers
of the Reference Rate and the
Maximum Rate as set forth in
Section 3.2(a) hereof.
9:30 a.m.-1:00 p.m. Broker-Dealers assemble
information received from each
Bidder (Existing Owners or
Potential Owners) and any
internally initiated
Broker-Dealers' Bids in
accordance with the Auction
Procedures.
Not later than Submission Processing Auction Agent accepts any Orders
Deadline submitted (subject to a Submission
Processing Representation, as
applicable) and makes the
determinations pursuant to
Section 3 of Part II of the
Statement.
By approximately 3:30 p.m. The Auction Agent shall advise
the Fund of the results of the
Auction as provided in Section 3(b)
of Part II of the Statement.
Submitted Bids and Submitted
Sell Orders will be accepted
and rejected in whole or in
Part and Preferred Shares will
be allocated as provided in
Section 4 of Part II of the
Statement. The Auction Agent
shall give notice of the
Auction results as set forth
in Section 3.4(a) hereof.
(b) Broker-Dealer agrees to maintain a list of Potential
Beneficial Owners for the purposes set forth in Section 1 of Part II of
the Statement.
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(c) Broker-Dealer shall submit Orders to the Auction Agent in
writing in substantially the form attached hereto as Exhibit A.
Broker-Dealer shall submit separate Orders to the Auction Agent for each
Potential Beneficial Owner or Beneficial Owner on whose behalf
Broker-Dealer is submitting an Order and shall not net or aggregate the
Orders of Potential Beneficial Owners or Beneficial Owners on whose
behalf Broker-Dealer is submitting Orders.
(d) Broker-Dealer shall deliver to the Auction Agent (i) a
written notice, substantially in the form attached hereto as Exhibit B,
of transfers of Preferred Shares, made through Broker-Dealer by an
Existing Holder to another 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 Preferred Shares to be transferred to or by
any Person that purchased or sold Preferred Shares through Broker-Dealer
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 3:00
p.m. on the Business Day preceding the applicable Auction Date.
Section 3.4 Notice of Auction Results.
(a) On each Auction Date, the Auction Agent shall provide to
Broker-Dealer the notice required by 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
Broker-Dealer in writing of the disposition of all Orders submitted by
Broker-Dealer in the Auction held on such Auction Date.
(b) Broker-Dealer shall notify each Beneficial Owner, Potential
Beneficial Owner, Existing Holder or Potential Holder on whose behalf
Broker-Dealer has submitted an Order of the Auction results, and take
such other action as is required of Broker-Dealer pursuant to the
Settlement Procedures.
If any Beneficial Owner or Existing Holder selling Preferred
Shares in an Auction fails to deliver such Preferred Shares, the
Broker-Dealer of any Person that was to have purchased Preferred Shares
in such Auction may deliver to such Person a number of whole Preferred
Shares that is less than the number of Preferred Shares that otherwise
was to be purchased by such Person. In such event, the number of
Preferred Shares to be so delivered shall be determined by such
Broker-Dealer. Delivery of such lesser number of Preferred Shares shall
constitute good delivery. Upon the occurrence of any such failure to
deliver Preferred Shares, such Broker-Dealer shall deliver to the
Auction Agent the notice required by Section 3.3(d)(ii) hereof.
Notwithstanding the foregoing terms of this Section 3.4(b), any delivery
or non-delivery of Preferred Shares 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
3.3(d) hereof.
Section 3.5 Service Charge to be Paid to Broker-Dealer.
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On the Business Day next succeeding each Auction Date, the Auction Agent
shall pay to each Broker-Dealer from moneys received from the Fund an amount
equal to the product of : (a) (i) in the case of any Auction Date immediately
preceding a Distribution Period consisting of less than one year, 1/4 of 1% or
(ii) in the case of any Auction Date immediately preceding a Distribution Period
consisting of one year or more, a percentage agreed upon in writing by the Fund
and the Broker-Dealer times (b) a fraction the numerator of which is the number
of days in such Distribution Period beginning on such Business Day and the
denominator of which is 360, times (c) $25,000, times (d) the sum of (i) the
aggregate number of Preferred Shares placed by the Broker-Dealer in the
applicable Auction that were (A) the subject of a Submitted Bid of an Existing
Holder submitted by the Broker-Dealer and continued to be held as a result of
such submission and (B) the subject of a Submitted Bid of a Potential Holder
submitted by the Broker-Dealer and were purchased as a result of such submission
plus (ii) the aggregate number of Preferred Shares subject to valid Hold Orders
(determined in accordance with paragraph (d) of Section 2 of Part II of the
Statement) submitted to the Auction Agent by the Broker-Dealer plus (iii) the
number of Preferred Shares deemed to be subject to Hold Orders by Existing
Holders pursuant to paragraph (c) of Section 2 of Part II of the Statement that
were acquired by the Broker-Dealer for its own account or were acquired by the
Broker-Dealer for its customers who are Beneficial Owners.
For purposes of subclause (d) (iii) of the foregoing sentence, if any
Existing Holder or Beneficial Owner who acquired Preferred Shares through a
Broker-Dealer transfers those shares to another Person other than pursuant to an
Auction, then the Broker-Dealer for the shares so transferred shall continue to
be a Broker-Dealer, provided, however, that if the transfer was effected by, or
if the transferee is, a broker-dealer other than the Broker-Dealer, then such
broker-dealer shall be the Broker-Dealer for such shares.
IV. THE AUCTION AGENT.
Section 4.1 Duties and Responsibilities.
(a) The Auction Agent is acting solely as agent for the Fund
hereunder and owes no fiduciary duties to any Person by reason of this
Agreement.
(b) The Auction Agent undertakes to perform such duties and only
such duties as are set forth specifically in this Agreement, and no
implied covenants or obligations shall be read into this Agreement
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. The Auction Agent shall
not be liable for any error of judgment made in good faith unless the
Auction Agent shall have been negligent in ascertaining (or failing to
ascertain) the pertinent facts necessary to make such judgment.
Section 4.2 Rights of the Auction Agent.
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(a) The Auction Agent may conclusively rely upon, and shall be
fully protected in acting or refraining from acting in accordance with,
any communication authorized by this Agreement and any proper written
instruction, notice, request, direction, consent, report, certificate,
share certificate or other instrument, paper or document reasonably
believed by it to be genuine and appropriately authorized. The Auction
Agent shall not be liable for acting upon any telephone communication
authorized by this Agreement which the Auction Agent reasonably believes
in good faith, after reasonable inquiry, to have been given by the Fund
or by a Broker-Dealer. The Auction Agent may record telephone
communications with the Fund or with the Broker-Dealers or with both.
(b) The Auction Agent may consult with counsel of its 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 the
Auction Agent hereunder in good faith and in reasonable 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.
(e) The Auction Agent shall not be required to, and does not,
make any representations as to the validity, accuracy, value or
genuineness of any signatures or endorsements, other than its own and
those of its Authorized Officers.
(f) Any corporation into which the Auction Agent may be merged or
converted or with which it may be consolidated, or any corporation
resulting from any merger, conversion or consolidation to which the
Auction Agent shall be a party, or any corporation succeeding to the
business of the Auction Agent shall be the successor of the Auction
Agent hereunder, with the consent of the Fund but without the execution
or filing of any paper with any party hereto or any further act on the
Part of any of the parties hereto, except where any instrument of
transfer or assignment may be required by law to effect such succession,
anything herein to the contrary notwithstanding.
(g) All the rights, privileges, immunities and protections
granted to the Auction Agent herein are deemed granted to the Paying
Agent and Deutsche Bank Trust Company Americas in any of the capacities
it undertakes in connection with this Agreement.
(h) Whenever in the administration of the provisions of this
Agreement, the Auction Agent shall deem it necessary or desirable that a
matter be proved or established prior to taking or suffering any action
to be taken hereunder, such matter, in the absence of negligence or bad
faith on the part of the Auction Agent, shall be deemed to be
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conclusively proved and established by a certificate describing the
action requested of the Fund or the Broker-Dealer, signed by the Fund or
the Broker-Dealer, respectively, and delivered to the Auction Agent and
such certificate, in the absence of negligence or bad faith on the part
of the Auction Agent, shall be full warrant to the Auction Agent for any
action taken or omitted by it under the provisions of this Agreement
upon the faith thereof. Upon receipt of any such certificate signed by
the Fund or the Broker-Dealer, the Auction Agent shall promptly provide
a copy of said certificate to the Broker-Dealer or the Fund,
respectively. The Auction Agent shall not be bound to make any
investigation into the facts or matters stated in any resolution,
certificate, statement, instrument, opinion, report, notice, request,
consent, entitlement, order, approval or other paper or document
furnished by the Fund or the Broker-Dealer, except to the extent that
such failure to investigate would be deemed grossly negligent.
V. MISCELLANEOUS.
Section 5.1 Termination.
Any party may terminate this Agreement at any time upon five days' prior
written notice to the other party; provided, however, that if the Broker-Dealer
is [____________________], or the Auction Agent may not terminate this Agreement
without first obtaining the prior written consent of the Fund, which consent
shall not be withheld unreasonably. This Agreement shall automatically terminate
upon the redemption of all outstanding Preferred Shares or upon termination of
the Auction Agency Agreement.
Section 5.2 Force Majeure.
Neither party to this Agreement shall be responsible or liable for any
failure or delay in the performance of its obligations under this Agreement
arising out of or caused, directly or indirectly, by circumstances beyond its
reasonable control, including, without limitation, acts of God; earthquakes;
fires; floods; wars; civil or military disturbances; sabotage; epidemics; riots;
acts of terrorism; interruptions, loss or malfunctions of utilities, computer
(hardware or software) or communications services; accidents; labor disputes;
acts of civil or military authority or governmental actions; it being understood
that the parties shall use reasonable efforts which are consistent with accepted
practices in the banking industry to resume performance as soon as practicable
under the circumstances.
Section 5.3 Participant in Securities Depository; Payment of
Distributions in Same-Day Funds.
(a) Broker-Dealer is at the date hereof, and shall remain for the
term of this Agreement, a member of, or a participant in, the Securities
Depository (or an affiliate of such a member or participant).
(b) Broker-Dealer represents that it (or if Broker-Dealer does
not act as Agent Member, one of its affiliates) shall make all
distribution payments on the Preferred Shares available in same-day
funds on each Distributioin Payment Date to customers that use
Broker-Dealer (or its affiliate) as Agent Member.
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Section 5.4 Communications.
Except for (i) communications authorized to be made by telephone
pursuant to this Agreement or the Auction Procedures and (ii) communications
with the Auctions (other than those expressly required to be made in writing),
all notices, requests and other communications to any party hereunder shall be
in writing (including telecopy or similar writing) and shall be given to such
party at its address or telecopier number set forth below:
If to the Auction Agent, addressed to:
Deutsche Bank Trust Company Americas
Corporate Trust & Agency Services
00 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
Mail Stop NYC60 2715
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
If to the Broker-Dealer, addressed to:
RBC Xxxx Xxxxxxxx Inc.
Xxxxx Xxxxx
Xxx Xxxxxx Xxxxxx, 0xx Xxxxx
Xxxxxx, XX 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
or such other address or facsimile as such party hereafter may specify for such
purpose by notice to the other party. Each such notice, request or communication
shall be effective when delivered at the address specified herein.
Communications shall be given on behalf of Broker-Dealer by a Broker-Dealer
Officer and on behalf of the Auction Agent by an Authorized Officer.
Broker-Dealer may record telephone communications with the Auction Agent.
Section 5.5 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.
Section 5.6 Benefits.
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Nothing in this Agreement, express or implied, shall give to any person,
other than the Fund the Auction Agent and Broker-Dealer and their respective
successors and permitted assigns, any benefit of any legal or equitable right,
remedy or claim under this Agreement.
Section 5.7 Amendment; Waiver.
(a) This Agreement shall not be deemed or construed to be
modified, amended, rescinded, canceled or waived, in whole or in part,
except by a written instrument signed by a duly authorized
representative of the party to be charged.
(b) Failure of either party to this Agreement to exercise any
right or remedy hereunder in the event of a breach of this Agreement by
the other party shall not constitute a waiver of any such right or
remedy with respect to any subsequent breach.
Section 5.8 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
Broker-Dealer and the Auction Agent. This Agreement may not be assigned by
either party hereto absent the prior written consent of the other party.
Section 5.9 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.
Section 5.10 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.
Section 5.11 Governing Law, Jurisdiction, Waiver of Trial By Jury.
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). THE PARTIES AGREE HERETO THAT ALL ACTIONS AND
PROCEEDINGS ARISING OUT OF THIS BROKER-DEALER AGREEMENT OR ANY TRANSACTIONS
CONTEMPLATED HEREBY SHALL BE BROUGHT IN THE COURTS LOCATED IN THE BOROUGH OF
MANHATTAN, CITY OF NEW YORK, STATE OF NEW YORK.
EACH PARTY WAIVES ANY OBJECTION THAT IT MAY HAVE THAT SUCH SUIT, ACTION
OR PROCEEDING BROUGHT IN THE COURTS LOCATED IN THE BOROUGH OF MANHATTAN, CITY OF
NEW YORK AND STATE OF NEW YORK WAS BROUGHT IN AN INCONVENIENT COURT AND AGREES
NOT TO PLEAD OR CLAIM THE SAME. EACH OF THE PARTIES HERETO ALSO IRREVOCABLY
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WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM
ARISING OUT OF THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
[SIGNATURE PAGE FOLLOWS]
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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:_________________________________________
By:____________________________________________
Name:__________________________________________
Title:_________________________________________
[Broker-Dealer]
By:____________________________________________
Name:__________________________________________
Title:_________________________________________
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EXHIBIT A
AUCTION BID FORM
Submit To: Issue:
Auction Rate Preferred Shares
("Preferred Shares") of First
Trust Tax-Advantaged Preferred
Income Fund
The undersigned Broker-Dealer submits the following Order on behalf of the
Bidder listed below:
Name of Bidder: _________________________
BENEFICIAL OWNER
Shares now held ______________________ HOLD __________________
BID at rate of________________________
SELL _____________________________
POTENTIAL BENEFICIAL OWNER
# of Preferred Shares___________
BID at rate of___________ Notes:
(1) If submitting more than one Bid for one Bidder, use additional Auction
Bid Forms.
(2) If one or more Bids covering in the aggregate more than the number of
outstanding Preferred Shares held by any Beneficial Owner are submitted,
such bid shall be considered valid in the order of priority set forth in
the Auction Procedures on the above issue.
(3) A Hold or Sell Order may be placed only by a Beneficial Owner covering a
number of Preferred Shares not greater than the number of Preferred
Shares currently held.
(4) Potential Beneficial Owners may make only Bids, each of which must
specify a rate. If more than one Bid is submitted on behalf of any
Potential Beneficial Owner, 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%). Fractions will not be accepted.
A-1
(6) An Order must be submitted in whole Preferred Shares of Preferred Shares
with an aggregate liquidation preference of $25,000.
_______________________________________________
Authorized Signature:__________________________
Name:__________________________________________
Title:_________________________________________
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EXHIBIT B
(Note: To be used only for transfers made other than pursuant to an Auction)
TRANSFER FORM
Re: First Trust Tax-Advantaged Preferred Income Fund
Series M Auction Preferred Shares ("Preferred Shares")
We are (check one):
[ ] the Existing Holder named below;
[ ] the Broker-Dealer for such Existing Holder; or
[ ] the Agent Member for such Existing Holder.
We hereby notify you that such Beneficial Owner has transferred
_________ Preferred Shares to ________________________.
______________________________
(Name of Existing Holder)
______________________________
(Name of Broker-Dealer)
______________________________
(Name of Agent Member)
By: _______________________________________
Printed Name: _____________________________
Title: ____________________________________
B-1
EXHIBIT C
(Note: To be used only for failures to deliver or to pay for
Preferred Shares sold pursuant to an Auction)
NOTICE OF A FAILURE TO DELIVER
We are a Broker-Dealer for _____________________ (the "Purchaser"),
which purchased _____ Preferred Shares of _____________________________________
in the Auction held on ____________________ from the seller of such Preferred
Shares.
We hereby notify you that (check one):
_____ the Seller failed to deliver such Preferred Shares to the
Purchaser.
_____ the Purchaser failed to make payment to the Seller upon delivery
of such Preferred Shares.
Name:__________________________________________
By:____________________________________________
Printed Name:__________________________________
Title:_________________________________________
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