EXHIBIT (k)(5)
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MASTER BROKER-DEALER AGREEMENT
between
THE BANK OF NEW YORK
and
-------------------------------------
Dated as of __________ ____, 2004
Relating to
AUCTION MARKET PREFERRED STOCK
and
AUCTION MARKET PREFERRED SHARES
of
FUND ASSET MANAGEMENT, L.P. ADVISED /
XXXXXXX XXXXX INVESTMENT MANAGERS, L.P. ADVISED
MUNICIPAL BOND FUNDS AND
TAXABLE FUNDS
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BROKER-DEALER AGREEMENT dated as of ___________ ___, 2004 between The
Bank of New York, a New York banking corporation (the "Auction Agent") (not in
its individual capacity but solely as agent of the registered investment
companies, which are either Maryland corporations or Massachusetts business
trusts, listed in Exhibit A hereto, as the same may be amended from time to
time (individually, a "Fund" and together, the "Funds," unless indicated
otherwise), pursuant to authority granted to it in the various Auction Agent
Agreements between each of the Funds and the Auction Agent (the "Auction Agent
Agreements")), and ______________ (together with its successors and assigns
hereinafter referred to as "BD").
The Funds have duly authorized and issued in different series shares of
Auction Market Preferred Shares, in the case of Massachusetts business trusts,
or shares of Auction Market Preferred Stock, in the case of Maryland
corporations, all with a par value of $.10 per share, $.05 per share or $.025
per share and a liquidation preference of $25,000 per share plus accumulated
but unpaid dividends (whether or not earned or declared), pursuant to the
Funds' Articles/Certificates (as defined below). The Auction Market Preferred
Shares and the shares of Auction Market Preferred Stock are both referred to
herein as "AMPS."
The Fund's Articles/Certificates provide that the dividend rate on the
AMPS for the Dividend Period therefor after the Initial Dividend Period shall
be the Applicable Rate therefor, which in general, shall be the rate per annum
that a commercial bank, trust company or other financial institution appointed
by the Funds advises results from implementation of the Auction Procedures (as
defined below). The Boards of Directors/Trustees of the Funds have adopted
resolutions appointing The Bank of New York as Auction Agent for purposes of
the Auction Procedures, and pursuant to Section 2.5(d) of the Auction Agent
Agreements, the Funds have 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 mutual covenants contained
herein, the Auction Agent and BD agree as follows:
1. Definitions and Rules of Construction.
1.1 Terms Defined by Reference to the Articles/Certificates. Capitalized
terms used but not defined herein shall have the respective meanings specified
in the Articles/Certificates of the Funds.
1.2 Terms Defined Herein. As used herein and in the Settlement Procedures
(as defined below), the following terms shall have the following meanings,
unless the context otherwise requires:
(a) "Articles/Certificates" shall mean, in the case of the Maryland
corporations, the Articles Supplementary, as amended, of the Funds,
establishing the powers, preferences and rights of the AMPS filed in the
office of the State Department of Assessments and Taxation of Maryland and, in
the case of the Massachusetts business trusts, the Certificates of
Designation, as amended, of the Funds, establishing the powers, preferences
and rights of the AMPS filed in the office of the Secretary of State of The
Commonwealth of Massachusetts.
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(b) "Auction" shall have the meaning specified in Section 3.1 hereof.
(c) "Auction Procedures" shall mean the Auction Procedures that are set
forth in Paragraph 11 (Municipal Bond Funds) or Paragraph 10 (Taxable Funds)
of the Articles/Certificates.
(d) "Authorized Officer" shall mean each Vice President, Assistant Vice
President and Assistant Treasurer of the Auction Agent assigned to the Dealing
and Trading Group of its Corporate Trust Department, and every other officer
or employee of the Auction Agent designated as an "Authorized Officer" for
purposes of this Agreement in a written communication to BD.
(e) "BD Officer" shall mean each officer or employee of BD designated as
a "BD Officer" for purposes of this Agreement in a communication to the
Auction Agent.
(f) "Broker-Dealer Agreement" shall mean this Agreement and any
substantially similar agreement between the Auction Agent and a Broker-Dealer.
(g) "Municipal Bond Funds" shall mean the Funds indicated as such in
Exhibit A hereto.
(h) "Settlement Procedures" shall mean the Settlement Procedures attached
hereto as Exhibit B.
(i) "Taxable Funds" shall mean the Funds indicated as such in Exhibit A
hereto.
1.3 Rules of Construction. Unless the context or use indicates another or
a 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.
2. Advance Notice of Allocation of Taxable Income For Municipal Bond
Funds. Except as otherwise provided in paragraph 2(f) of the
Articles/Certificates of the Municipal Bond Funds, whenever a Municipal Bond
Fund intends to include any net capital gains or other income subject to
regular Federal income tax in any dividend on shares of any series of AMPS,
the Municipal Bond Fund will notify the Auction Agent of the amount to be so
included at least five Business Days prior to the Auction Date on which the
Applicable Rate for such dividend is to be established. Whenever the Auction
Agent receives such notice from a Fund, it will in turn notify BD, who, on or
prior to such Auction Date, will notify its Beneficial Owners and Potential
Beneficial Owners believed to be interested in submitting an Order in the
Auction to be held on such Auction Date. Whenever a Municipal Bond Fund
intends to include any additional
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amounts in a dividend as provided in paragraph 2(f) of the
Articles/Certificates, the Fund will notify the Auction Agent of such
additional amounts to be so included in such dividend at least five Business
Days prior to the applicable Dividend Payment Date. Whenever the Auction Agent
receives such notice from a Municipal Bond Fund it will in turn notify the
Securities Depository and BD, who, on or prior to the applicable Dividend
Payment Date, will notify its Beneficial Owners.
3. The Auction.
3.1 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 each series of AMPS, for the next Dividend Period therefor. Each
periodic operation of such procedures is hereinafter referred to as an
"Auction."
(b) All of the provisions contained in the Auction Procedures and in 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 set forth fully herein. In the case of any conflict
between the terms of any document incorporated herein by reference and the
terms hereof, the Auction Agent is, subject to its obligations as set forth in
this Section 3.1, authorized to perform its duties according to the terms
thereof, and shall have no liability for doing so.
(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 Paragraph 1 of the
Articles/Certificates may execute a Broker-Dealer Agreement and participate as
Broker-Dealers in Auctions.
(d) BD and other Broker-Dealers may participate in Auctions for their own
accounts. However, a Fund, by notice to BD 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. The Auction Agent shall have no responsibility or liability in
connection with this Section 3.1(d).
3.2 Preparation for Each Auction.
(a) Not later than 9:30 A.M. on each Auction Date for the AMPS, the
Auction Agent shall advise BD by telephone of the Reference Rate and the
Maximum Applicable Rate in effect on such Auction Date.
(b) In the event that the Auction Date for any Auction shall be changed
after the Auction Agent has given the notice referred to in clause (vii) of
paragraph (a) of the Settlement Procedures, the Auction Agent, by such means
as the Auction Agent deems practicable, shall give notice of such change to BD
not later than the earlier of 9:15 A.M. on the new Auction Date
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or 9:15 A.M. on the old Auction Date. Thereafter, BD promptly shall notify
customers of BD that BD believes are Beneficial Owners of shares of AMPS of
such change in the Auction Date.
(c) The Auction Agent from time to time may, but shall not be obligated
to, request BD to provide it with a list of the respective customers BD
believes are Beneficial Owners of shares of each series of AMPS. 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 a 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; provided, however, that the Auction Agent reserves the right and is
authorized to disclose any such information if (i) 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, (ii) it is advised by its counsel that its failure to do so would
be unlawful or (iii) failure to do so would expose the Auction Agent to loss,
liability, claim, damage or expense for which it has not received indemnity or
security satisfactory to it. The Auction Agent shall transmit any list of
customers BD believes are Beneficial Owners of shares of each series of AMPS
and information related thereto only to its officers, employees, agents or
representatives in the Corporate and Agency Group, who need to know such
information for the purposes of acting in accordance with this Agreement, and
the Auction Agent 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
of its officers, employees, agents or representatives after they have left the
employ of the Auction Agent.
(d) The provisions contained in paragraph 2 of the Articles/Certificates
concerning the notification of a Special Dividend 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.
3.3 Auction Schedule; Method of Submission of Orders.
(a) The Funds and the Auction Agent shall conduct Auctions for each
series of AMPS 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
notice of any such change to BD. Such notice shall be received prior to the
first Auction Date on which any such change shall be effective.
Time Event
---- -----
By 9:30 A.M. Auction Agent advises the Funds and
Broker-Dealers of the Reference Rate
and the Maximum Applicable Rate as set
forth in Section 3.2(a) hereof.
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Time Event
---- -----
9:30 A.M. - 1:00 P.M. Auction Agent assembles information
communicated to it by Broker-Dealers as
provided in Paragraph 11(c)(i)
(Municipal Bond Funds) or Paragraph
10(c)(i) (Taxable Funds) of the
Articles/Certificates. Submission
Deadline is 1:00 P.M.
Not earlier than 1:00 P.M. Auction Agent makes determinations
pursuant to Paragraph 11(d)(i)
(Municipal Bond Funds) or Paragraph
10(d)(i) (Taxable Funds) of the
Articles/Certificates.
By approximately 3:00 P.M. Auction Agent advises the Funds of the
results of the Auction as provided in
Paragraph 11(d)(ii) (Municipal Bond
Funds) or Paragraph 10(d)(ii) (Taxable
Funds) of the Articles/Certificates.
Submitted Bids and Submitted Sell
Orders are accepted and rejected in
whole or in part and shares of AMPS are
allocated as provided in Paragraph
11(e) (Municipal Bond Funds) or
Paragraph 10(e) (Taxable Funds) of the
Articles/Certificates.
By approximately 10:00 A.M. Auction Agent gives notice of the
on the next succeeding Auction results as set forth in Section
Business Day 3.4(a) hereof.
(b) BD agrees to maintain a list of Potential Beneficial Owners and to
contact the Potential Beneficial Owners on such list on or prior to each
Auction Date for the purposes set forth in the Auction Procedures of the
Articles/Certificates.
(c) BD shall submit Orders to the Auction Agent in writing in
substantially the form attached hereto as Exhibit C. BD shall submit separate
Orders to the Auction Agent for each Potential Beneficial Owner or Beneficial
Owner on whose behalf BD is submitting an Order and shall not net or aggregate
the Orders of Potential Beneficial Owners or Beneficial Owners on whose behalf
BD is submitting Orders.
(d) BD shall deliver to the Auction Agent (i) a written notice,
substantially in the form attached hereto as Exhibit D, of transfers of shares
of any series of AMPS, made through BD 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 E, of the failure of shares of any series
of AMPS to be transferred to or by any Person that purchased or sold shares of
any series of AMPS or 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 3:00 P.M. on the Business Day next preceding the applicable
Auction Date.
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3.4 Notice of Auction Results.
(a) On each Auction Date, the Auction Agent shall notify BD by telephone
or by other mutually acceptable electronic means as set forth in paragraph (a)
of the Settlement Procedures. 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 Beneficial Owner, Potential Beneficial Owner,
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.
If any Beneficial Owner or Existing Holder selling shares of any series
of AMPS in an Auction fails to deliver such shares, the BD of any Person that
was to have purchased shares of such series of AMPS in such Auction may
deliver to such Person a number of whole shares of such series of AMPS that is
less than the number of shares that otherwise was to be purchased by such
Person. In such event, the number of shares of such series of AMPS to be so
delivered shall be determined by such BD. Delivery of such lesser number of
shares shall constitute good delivery. Upon the occurrence of any such failure
to deliver shares, such BD 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 shares of any series 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 3.3(d) hereof. The Auction Agent shall
have no duty or liability with respect to enforcement of this Section 3.4(b).
3.5 Service Charge to Be Paid to BD. On the Business Day next succeeding
each Auction Date, the Auction Agent shall pay to BD from moneys received from
the Funds an amount equal to:
(a) in the case of any Auction Date immediately preceding a 7-Day
Dividend Period or a 28-Day Dividend Period, the product of
(i) a fraction the numerator of which is the number of days in such
Dividend Period (calculated by counting the first day of such Dividend
Period but excluding the last day thereof) and the denominator of which
is 360, times (ii) 1/4 of 1%, times (iii) $25,000, times (iv) the sum of
(A) the aggregate number of AMPS placed by BD in the applicable Auction
that were (x) the subject of a Submitted Bid of a Beneficial Owner
submitted by BD and continued to be held as a result of such submission
and (y) the subject of a Submitted Bid of a Potential Beneficial Owner
submitted by BD and were purchased as a result of such submission plus
(B) the aggregate number of AMPS subject to valid Hold Orders (determined
in accordance with the Auction Procedures of the Articles/Certificates)
submitted to the Auction Agent by BD plus (C) the number of AMPS deemed
to be subject to Hold Orders by Beneficial Owners pursuant to the Auction
Procedures of the Articles/Certificates that were acquired by such
Beneficial Owners through BD and (b) in the case of any Auction Date
immediately preceding a
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Special Dividend Period, that amount as mutually agreed upon by a Fund
and BD, based on the selling concession that would be applicable to an
underwriting of fixed or variable rate preferred shares with a similar
final maturity or variable rate dividend period, at the commencement of
such Special Dividend Period.
For purposes of subclause (a)(iv)(C) of the foregoing sentence, if any
Beneficial Owner who acquired shares of any series of AMPS through BD
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 BD,
provided, however, that if the transfer was effected by, or if the transferee
is, a Broker-Dealer other than BD, then such Broker-Dealer shall be the
Broker-Dealer for such shares.
4. The Auction Agent.
4.1 Duties and Responsibilities.
(a) The Auction Agent is acting solely as agent for the Funds hereunder
and owes no fiduciary duties to any other Person by reason of this Agreement.
The Auction Agent owes no duties to any person other than BD and the Fund 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 willful misconduct 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 the absence of willful misconduct unless the Auction Agent
shall have been negligent in ascertaining (or failing to ascertain) the
pertinent facts.
The Auction Agent shall not 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; acts of terrorism;
epidemics; riots; 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 Auction Agent shall use reasonable efforts which are
consistent with accepted practices in the banking industry to resume
performance as soon as practicable under the circumstances. In no event shall
the Auction Agent be responsible or liable for special, indirect or
consequential loss or damage of any kind whatsoever (including, but not
limited to, loss or profit), even if the Auction Agent has been advised of the
likelihood of such loss or damage and regardless of the form of action.
4.2 Rights of the Auction Agent.
(a) The Auction Agent conclusively may rely upon, and shall be 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
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instrument, paper or document believed by it to be genuine. The Auction Agent
shall not be liable for acting upon any telephone communication authorized by
this Agreement which the Auction Agent believes in good faith to have been
given by the Funds 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.
4.3 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, or the validity, accuracy or adequacy of this Agreement, the
Auction Agent Agreement, any offering material used in connection with the
offer and sale of the AMPS or any other agreement or instrument executed in
connection with the transactions contemplated herein or in any thereof. The
Auction Agent shall have no obligation or liability in respect to the
registration or exemption therefrom of the AMPS under federal or state
securities laws in respect of the sufficiency or the conformity of any
transfer of the AMPS pursuant to the terms of the Auction Agent Agreement, any
Broker-Dealer Agreement or any other document contemplated hereby or thereby.
5. Miscellaneous.
5.1 Termination. BD may terminate this Agreement at any time upon five
days' prior written notice to the Auction Agent; provided, however, that if BD
is Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, neither BD nor the
Auction Agent may terminate this Agreement without first obtaining the prior
written consent of a Fund of such termination, which consent shall not be
withheld unreasonably. The Auction Agent shall terminate this Agreement as it
relates to each Fund only pursuant to the prior written instruction of such
Fund.
5.2 Participant in Securities Depository; Payment of Dividends in
Same-Day Funds.
(a) BD is, 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) 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 its
affiliate) as Agent Member.
5.3 Agent Member. At the date hereof, BD is a participant of the
Securities Depository.
5.4 Communications. Except for (i) communications authorized to be made
by telephone pursuant to this Agreement or the Auction Procedures and (ii)
communications in
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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 (including telecopy or similar writing) and
shall be given to such party, at its address or telecopier number set forth
below:
If to BD
addressed: ___________________________________________
Attention:
Telecopier No.:
Telephone No.:
If to the Auction The Bank of New York
Agent, addressed: Corporate Trust - Dealing and Trading Group
000 Xxxxxxx Xxxxxx, 0X
Xxx Xxxx, X.X. 10286
Attention: Auction Desk
Telecopier No.: (000) 000-0000
Fax No: (000) 000-0000
or such other address or telecopier number as such party hereafter may specify
for such purpose by written 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 BD by a BD
Officer and on behalf of the Auction Agent by an Authorized Officer. BD may
record telephone communications with the Auction Agent.
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 inferred, between the parties relating to the subject matter
hereof.
5.6 Benefits. Nothing in this Agreement, express or implied, shall give
to any person, other than the Funds, the Auction Agent and BD and their
respective successors and assigns, any benefit of any legal or equitable
right, remedy or claim under this Agreement.
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.
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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 BD and the Auction Agent. This Agreement may not
be assigned by either party hereto absent the prior written consent of the
other party; provided, however, that this Agreement may be assigned by the
Auction Agent to a successor Auction Agent selected by the Funds without the
consent of BD.
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.
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.
6. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York applicable to agreements
made and to be performed in said State.
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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.
THE BANK OF NEW YORK
By:_____________________________________
Name: Xxxxxx Xxxxxxxxx
Title: Vice President
----------------------------------------
By:_____________________________________
Name:
Title:
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EXHIBIT A
---------
LIST OF FUNDS
-------------
(revised ________ __, 2004)
Municipal Bond Funds
--------------------
MuniEnhanced Fund, Inc.
MuniHoldings California Insured Fund, Inc.
MuniHoldings Florida Insured Fund
MuniHoldings Fund, Inc.
MuniHoldings Fund II, Inc.
MuniHoldings Insured Fund, Inc.
MuniHoldings Insured Fund II, Inc.
MuniHoldings New Jersey Insured Fund, Inc.
MuniHoldings New York Insured Fund, Inc.
Muni Intermediate Duration Fund, Inc.
Muni New York Intermediate Duration Fund, Inc.
MuniVest Fund, Inc.
MuniVest Fund II, Inc.
MuniYield Arizona Fund, Inc.
MuniYield California Fund, Inc.
MuniYield California Insured Fund, Inc.
MuniYield Florida Fund
MuniYield Florida Insured Fund
MuniYield Fund, Inc.
MuniYield Insured Fund, Inc.
MuniYield Michigan Insured Fund II, Inc.
MuniYield New York Insured Fund, Inc.
MuniYield New Jersey Fund, Inc.
MuniYield New Jersey Insured Fund, Inc.
MuniYield Pennsylvania Insured Fund
MuniYield Quality Fund, Inc.
MuniYield Quality Fund II, Inc.
Taxable Funds
-------------
Preferred and Corporate Income Strategies Fund, Inc.
Preferred Income Strategies Fund, Inc.
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EXHIBIT B
---------
SETTLEMENT PROCEDURES
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EXHIBIT C
---------
THE BANK OF NEW YORK
AUCTION BID FORM
Submit To: The Bank of New York Issue: [NAME OF FUND]
Securities Transfer Department Series: _______________________
101 Xxxxxxx Street, 7W Auction Date: _________________
Xxx Xxxx, Xxx Xxxx 00000
Attention: Auction Desk
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
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 shares bid ____________ 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 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 shares not greater than the number of 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.
NAME OF BROKER-DEALER ________________________
Authorized Signature ________________________
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EXHIBIT D
---------
(Note: To be used only for transfers made other than pursuant to an Auction)
TRANSFER FORM
Re: ____________________________ [NAME OF FUND] Auction Market Preferred
Stock, Series ___________________ ("AMPS")
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 Existing Holder has transferred
______________ shares of Series ______________ AMPS to
____________________________.
---------------------------------------
(Name of Existing Holder)
---------------------------------------
(Name of Broker-Dealer)
---------------------------------------
(Name of Agent Member)
By: ___________________________________
Printed Name:
Title:
16
EXHIBIT E
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(To be used only for failures to deliver AMPS sold pursuant to an Auction)
NOTICE OF A FAILURE TO DELIVER
Complete either I or II
-----------------------
I. We are a Broker-Dealer for ____________________ (the "Purchaser"),
which purchased _________ shares of Auction Market Preferred Stock
("AMPS") Series _________, of_____________ [NAME OF FUND] in the
Auction held on _________________ from the seller of such shares.
II. We are a Broker-Dealer for ____________________ (the "Seller"),
which sold ____________ shares of AMPS Series ___________________
AMPS of __________ [NAME OF FUND] in the Auction held on
______________ to the Purchaser of such shares.
We hereby notify you that (check one) -
____ the Seller failed to deliver such shares to the Purchaser
____ the Purchaser failed to make payment to the Seller upon
delivery of such shares
Name:_________________________________
(Name of Broker-Dealer)
By:___________________________________
Printed Name:
Title:
17
