Exhibit (k)(5)
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BROKER-DEALER AGREEMENT
between
THE BANK OF NEW YORK
and
XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED
Dated as of [___], 2005
Relating to
AUCTION MARKET PREFERRED STOCK
("AMPS"),
Series C
of
MUNIHOLDINGS FUND, INC.
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BROKER-DEALER AGREEMENT dated as of [___], 2005, between THE BANK OF
NEW YORK, a New York banking corporation (the "Auction Agent") (not in its
individual capacity, but solely as agent of MuniHoldings Fund, Inc., a
Maryland corporation (the "Company"), pursuant to authority granted to it in
the Auction Agent Agreement dated as of [___], 2005, between the Company and
the Auction Agent (the "Auction Agent Agreement")), and XXXXXXX LYNCH, PIERCE,
XXXXXX & XXXXX INCORPORATED (together with its successors and assigns, "BD").
The Company proposes to duly authorize and issue 600 shares of
Auction Market Preferred Stock, Series C ("Series C AMPS"), par value of $.10
per share and a liquidation preference of $25,000 per share plus accumulated
but unpaid dividends (whether or not earned or declared), each pursuant to the
Company's Articles Supplementary (as defined below). The Series C AMPS are
sometimes referred to herein as the "AMPS."
The Company's Articles Supplementary provide that the dividend rate
of the AMPS for each Dividend Period therefor after the Initial Dividend
Period shall be the Applicable Rate therefor, which in each case, in general
shall be the rate per annum that a commercial bank, trust company or other
financial institution appointed by the Company advises results from
implementation of the Auction Procedures (as defined below). The Board of
Directors of the Company has adopted a resolution 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 Agreement, the Company 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 mutual covenants contained
herein, the Auction Agent and BD agree as follows:
I. DEFINITIONS AND RULES OF CONSTRUCTION.
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1.1. Terms Defined by Reference to the Articles Supplementary.
Capitalized terms not defined herein shall have the respective meanings
specified in the Articles Supplementary of the Company.
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 Supplementary" shall mean the Articles
Supplementary, as amended, of the Company, establishing the powers,
preferences and rights of the AMPS filed on [___], 2005 with the State
Department of Assessments and Taxation of Maryland.
(b) "Auction" shall have the meaning specified in Section
2.1 hereof.
(c) "Auction Procedures" shall mean the Auction Procedures
that are set forth in Paragraph 10 of the Articles Supplementary.
(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) "Settlement Procedures" shall mean the Settlement
Procedures attached hereto as Exhibit A.
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.
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(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. THE AUCTION.
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2.1. Purpose; Incorporation by Reference of Auction Procedures
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and Settlement Procedures.
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(a) On the 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
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 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 Section 3.1, authorized to perform its duties
according to the terms thereof, and shall have no liability for so doing.
(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 Supplementary 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, the Company, 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 2.1(d).
2.2. Preparation for Auction.
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(a) Not later than 9:30 A.M. on the 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 the 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
or 9:15 A.M. on the old Auction Date. Thereafter, BD promptly shall notify
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customers of BD that BD believes are Beneficial Owners of shares of Series C
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 the 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 the Company; and such information shall not be used by the
Auction Agent or its officers, employees, agents or representatives for any
purpose other than such purposes as are described herein; provided, however,
that 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, (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 or security satisfactory to it. The
Auction Agent shall transmit any list of customers BD believes are Beneficial
Owners of shares of the AMPS and information related thereto only to its
officers, employees, agents or representatives in the Corporate Trust and
Agency Group who need to know such information for the purposes of acting in
accordance with this Agreement, and 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
Supplementary 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.
2.3. Auction Schedule; Method of Submission of Orders.
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(a) The Company and the Auction Agent shall conduct Auctions
for the 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
Company, 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.
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Time Event
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By 9:30 A.M. Auction Agent advises the Company and
Broker-Dealers of the Reference Rate
and the Maximum Applicable Rate as set
forth in Section 2.2(a) hereof.
9:30 A.M. - 1:00 P.M. Auction Agent assembles information
communicated to it by Broker-Dealers
as provided in Paragraph 10(c)(i) of
the Articles Supplementary. Submission
Deadline is 1:00 P.M.
Not earlier than 1:00 P.M. Auction Agent makes determinations
pursuant to Paragraph 10(d)(i) of the
Articles Supplementary.
By approximately 3:00 P.M. Auction Agent advises the Company of
the results of the Auction as provided
in Paragraph 10(d)(ii) of the Articles
Supplementary.
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
10(e) of the Articles Supplementary.
Auction Agent gives notice of the
Auction results as set forth in
Section 2.4(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 Paragraph 10 of the
Articles Supplementary.
(c) BD shall submit Orders to the Auction Agent in writing
in substantially the form attached hereto as Exhibit B. 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 C, of transfers
of shares of the 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 D, of the failure of shares of the AMPS to
be transferred to or by any Person that purchased or sold shares of the 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 3:00 P.M.
on the Business Day next preceding the applicable Auction Date.
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2.4. Notice of Auction Results.
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(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 AMPS in
an Auction fails to deliver such shares, the BD of any Person that was to have
purchased shares of AMPS in such Auction may deliver to such Person a number
of whole shares 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
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 2.3(d)(ii) hereof. Notwithstanding the
foregoing terms of this Section 2.4(b), any delivery or non-delivery of shares
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(d) hereof. The Auction Agent shall
have no duty or liability with respect to enforcement of this Section 2.4(b).
2.5. 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 Company an amount equal to: (a) in the case of any Auction
Date immediately preceding a 7-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 Paragraph 10 of the Articles
Supplementary) 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
Paragraph 10 of the Articles Supplementary that were acquired by such
Beneficial Owners through BD; and (b) in the case of any Auction Date
immediately preceding a Special Dividend Period, that amount as mutually
agreed upon by the Company 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.
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For purposes of subclause (a)(iv)(C) of the foregoing sentence, if
any Beneficial Owner who acquired shares of the 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.
III. THE AUCTION AGENT.
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3.1. Duties and Responsibilities.
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(a) The Auction Agent is acting solely as agent for the
Company 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 Company 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 of profit), even if the Auction Agent has been advised of the
likelihood of such loss or damage and regardless of the form of action.
3.2. 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 any written instruction, notice, request,
direction, consent, report, certificate, share certificate or other
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 Company or by BD. The Auction Agent may record telephone
communications with BD.
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(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, 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 of 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.
IV. MISCELLANEOUS.
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4.1. 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 the Company to such termination, which consent shall
not be withheld unreasonably. The Auction Agent shall terminate this Agreement
only pursuant to the prior written instruction of the Company.
4.2. 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.
4.3. Agent Member. At the date hereof, BD is a participant of the
Securities Depository.
4.4. 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 (including telecopy
or similar writing) and shall be given to such party at its address or
telecopier number set forth below:
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If to BD, addressed to: Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated
0 Xxxxx Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Auction Market Securities
Trading
Telecopier No.: (000) 000-0000
Telephone No.: (000) 000-0000
If to the Auction Agent, addressed to: The Bank of New York
Corporate Trust-Dealing and Trading
000 Xxxxxxx Xxxxxx, 0X Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Auction Desk
Telecopier No.: (000) 000-0000
Telephone 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.
4.5. 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.
4.6. Benefits. Nothing in this Agreement, express or implied,
shall give to any person, other than the Company, 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.
4.7. 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.
4.8. 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;
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provided, however, that this Agreement may be assigned by the Auction Agent to
a successor Auction Agent selected by the Company without the consent of BD.
4.9. 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.
4.10. 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.
4.11. 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:
Title:
XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX
INCORPORATED
_______________________________________
By:
Title:
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EXHIBIT A
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SETTLEMENT PROCEDURES
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[From Prospectus]
EXHIBIT B
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THE BANK OF NEW YORK
AUCTION BID FORM
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Submit To: The Bank of New York Issue: MuniHoldings Fund, Inc.
Securities Transfer Department
101 Xxxxxxx Street, 7W Series: _______________________
Xxx Xxxx, Xxx Xxxx 00000 Auction Date:__________________
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___________________________________________
EXHIBIT C
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(Note: To be used only for transfers made
other than pursuant to an Auction)
TRANSFER FORM
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Re: MuniHoldings Fund, Inc.
Auction Market Preferred Stock,
Series C ("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 Beneficial Owner has transferred ____________
shares of Series C AMPS to __________________.
_________________________________
(Name of Existing Holder)
_________________________________
(Name of Broker-Dealer)
_________________________________
(Name of Agent Member)
By_______________________________
Printed Name:
Title:
EXHIBIT D
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(Note: To be used only for failures to deliver
AMPS sold pursuant to an Auction)
NOTICE OF A FAILURE TO DELIVER
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Complete either I or II
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I. We are a Broker-Dealer for ______________________(the "Purchaser"),
which purchased ___________ shares of Auction Market Preferred Stock
("AMPS"), Series _____, of MuniHoldings Fund, Inc. 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 ____, of MuniHoldings Fund,
Inc. 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:
