XXXXXX MUNICIPAL BOND FUND
BANKERS TRUST COMPANY,
as Auction Agent
---------------------------
BROKER-DEALER AGREEMENT
dated as of __________, 2001
Relating to
Auction Rate Municipal Preferred Shares, Series A
Auction Rate Municipal Preferred Shares, Series B
of
XXXXXX MUNICIPAL BOND FUND
---------------------------
(BROKER DEALER)
BROKER-DEALER AGREEMENT
This Broker-Dealer Agreement dated as of ____________, 2001
("Agreement"), is between Bankers Trust Company, a subsidiary of Deutsche Bank
Group and a New York banking corporation (the "Auction Agent") (not in its
individual capacity, but solely as agent of Xxxxxx Municipal Bond Fund (the
"Fund"), pursuant to authority granted to it in the Auction Agency Agreement
dated as of ____________, 2001, between the Fund and the Auction Agent (the
"Auction Agency Agreement")) and (BROKER DEALER) (together with its successors
and assigns, "BD").
The Fund proposes to issue 2,920 Auction Rate Municipal Preferred
Shares ("AMPS"), Series A ("Series A AMPS") and 2,400 Auction Rate Municipal
Preferred Shares, Series B ("Series B AMPS"), all without par value and with a
liquidation preference of $25,000 per share plus accumulated but unpaid
dividends, pursuant to and with the powers, preferences and rights assigned to
them as set forth in Amendment No. 6 to the Bylaws of the Fund (the Series A
AMPS and Series B AMPS are herein collectively referred to as the "Preferred
Shares").
The Fund's Bylaws provide that for each Subsequent Rate Period of each
series of Preferred Shares then outstanding, the Applicable Rate for such series
of Preferred Shares for such Subsequent Rate Period shall be determined through
the operation of the Auction Procedures on the respective Auction Date therefor
next preceding Subsequent Rate Period. The Trustees have authorized the officers
of the Fund to negotiate the terms and provisions of and enter into the Auction
Agency Agreement, and have appointed Bankers Trust Company as Auction Agent for
the purposes of the Auction Agency 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 BD agree as follows:
I. DEFINITIONS AND RULES OF CONSTRUCTION.
1.1 TERMS DEFINED BY REFERENCE TO THE BYLAWS.
Capitalized terms not defined herein shall have the respective meanings
specified in the Bylaws.
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 Auction Procedures
that are set forth in Article 12, Section 12.1, Part II of the Bylaws.
(c) "Authorized Officer" shall mean each Managing Director,
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 of this Agreement in a communication to BD.
(d) "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.
(e) "Broker-Dealer Agreement" shall mean this Agreement and
any substantially similar agreement between the Auction Agent and a
Broker-Dealer.
(f) "Bylaws" shall mean the Bylaws of the Fund as
amended from time to time.
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 DIVIDEND.
The provisions contained in
(a) Article 12, Section 12.1, Part I paragraph 2(e) of the
Bylaws concerning dividend rates and calculation of dividends, and
(b) Article 12, Section 12.1, Part I, paragraph 4 of the Bylaws
concerning Special Dividend Periods and 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.
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III. THE AUCTION.
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 each series of the Preferred Shares, for each Rate
Period. Each periodic operation of such procedures is hereinafter referred to as
an "Auction."
(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) BD agrees to act as, and assumes the obligations of and
limitations and restrictions placed upon, a Broker-Dealer under this
Agreement and to follow the Auction Procedures.
BD understands that other Persons meeting the requirements specified in the
definition of "Broker-Dealer" contained in Article 12, Section 12.1 of the
Bylaws 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 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.
3.2 PREPARATION FOR EACH AUCTION.
(a) Not later than 9:30 A.M. on each Auction Date for each
series of the Preferred Shares, the Auction Agent shall advise BD by
telephone or otherwise of the Reference Rate(s), the "AA" Composite
Commercial Paper Rate(s), the Taxable Equivalent of the Short-Term Municipal
Rate(s), Treasury Note Rate(s), Treasury Xxxx Rate(s) and the Maximum Rate in
effect on such Auction Date.
(b) The Auction Agent from time to time may request BD to
provide it with a list of the respective customers BD believes are Beneficial
Owners of Preferred Shares. BD shall comply with any such request, and the
Auction Agent shall keep confidential any such information, including
information received as to the identity of Bidders in any Auction, and shall not
disclose any such information so provided to any Person other than the 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. The Auction Agent shall transmit any list of customers BD
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 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.
3.3 AUCTION SCHEDULE; METHOD OF SUBMISSION OF ORDERS.
(a) The Fund and the Auction Agent shall conduct Auctions for
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
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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 shall advise the Fund and the
Broker-Dealers of the applicable Maximum Rate and
the Reference Rate(s), the "AA" Composite
Commercial Paper Rate(s), the Taxable Equivalent
of the Short-Term Municipal Rate(s), Treasury Note
Rate(s), and Treasury Xxxx Rate(s), as the case
may be, used in determining such Maximum Rate as set
forth in Section 3.2(a) hereof.
9:30 a.m. - 1:30 p.m. Auction Agent shall assemble information communicated to
it by Broker-Dealers as provided in Article 12,
Section 12.1, Part II, paragraph 2(a) of the Bylaws.
Submission deadline is 1:30 p.m.
Not earlier than 1:30 p.m. Auction Agent shall make determinations pursuant to
Article 12, Section 12.1, Part II, paragraph 3(a) of the
Bylaws.
By approximately 3:00 p.m. Auction Agent shall advise the Fund of the results of
the Auction as provided in Article 12, Section 12.1,
Part II, paragraph 3(b) of the Bylaws.
Submitted Bid Orders and Submitted Sell Orders will be
accepted and rejected in whole or in part and shares
of Preferred Shares will be allocated as provided in
Article 12, Section 12.1, Part II, paragraph 4 of the
Bylaws. Auction Agent shall give notice of the Auction
results as set forth in Section 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 Article 12, Section 12.1,
Part II, paragraph 1(a)(ii) of the Bylaws.
(c) BD shall submit Orders to the Auction Agent in writing in
substantially the form attached hereto as either Exhibit A-1 or A-2. 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 either Exhibit B-1 or B-2,
of transfers of Preferred Shares, 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 either Exhibit C-1 or C-2, of the
failure of Preferred Shares to be transferred to or by any Person that purchased
or sold Preferred
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Shares 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 succeeding the applicable Auction
Date.
3.4 NOTICE OF AUCTION RESULTS.
(a) On each Auction Date, the Auction Agent shall notify BD by
telephone or otherwise. 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, and take such other action as is required of BD.
If any Beneficial Owner or Existing Holder selling Preferred Shares in
an Auction fails to deliver such 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 shares of Preferred Shares that is less than the number
of 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 shares shall constitute good
delivery. Upon the occurrence of any such failure to deliver 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.
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 Fund an amount equal to: (a)
in the case of any Auction Date immediately preceding a Rate Period of less than
one year, the product of (i) a fraction the numerator of which is the number of
days in such Rate Period (calculated by counting the first day of such Rate
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 Preferred Shares of a series 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 Preferred Shares subject to valid Hold Orders (determined in accordance with
Article 12, Section 12.1, Part II, paragraph 2) submitted to the Auction Agent
by BD plus (C) the number of Preferred Shares of a series deemed to be subject
to Hold Orders by Beneficial Owners pursuant to Article 12, Section 12.1, Part
II, paragraph 2 that were acquired by BD for its own account or were acquired by
such Beneficial Owners through BD; and (b) in the case of
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any Auction Date immediately preceding a Special Rate Period of one year or
longer, that amount as mutually agreed upon by the 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 Rate Period.
For purposes of subclause (a)(iv)(C) of the foregoing sentence, if any
Beneficial Owner who acquired Preferred Shares of any series 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.
IV. THE AUCTION AGENT.
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 other 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.
4.2 RIGHTS OF THE AUCTION AGENT.
(a) The Auction Agent 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
reasonably 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 reasonably believes in good faith to have been given by the
Fund 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.
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(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 the validity or
adequacy of this Agreement or the series of Preferred Shares.
V. MISCELLANEOUS.
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 neither the
Broker-Dealer nor the Auction Agent may terminate this Agreement without first
obtaining the prior written consent of the Fund to such termination, which
consent shall not be withheld unreasonably.
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 series of
Preferred Shares 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
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 the Auction Agent,
addressed to: Bankers Trust Company
Corporate Trust and Agency Group
000 Xxxxx Xxx
Xxxxxx Xxxx, XX 00000
Attn: Auction Rate Securities
Telecopier No.: (000) 000-0000
Telephone No.: (000) 000-0000
If to the BD,
addressed to: (BROKER DEALER)
Telecopier No.: (212) ___-____
Telephone No.: (212) ___-____
or such other address or telecopier number 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 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 implied,
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 Fund, 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.
5.8 SUCCESSORS AND ASSIGNS.
(a) 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
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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
Fund 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.
5.11 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.
5.12 LIABILITY OF SHAREHOLDERS, TRUSTEES AND OFFICERS OF THE FUND.
A copy of the Agreement and Declaration of Trust of the Fund is on file
with the Secretary of State of The Commonwealth of Massachusetts and notice is
hereby given that any obligations of the Fund arising out of this Agreement are
not binding upon any of the Trustees, officers or shareholders of the Fund
individually but are binding only upon the assets and property of the Fund.
[The rest of this page intentionally left blank.]
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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.
BANKERS TRUST COMPANY
-----------------------------
By:
Title:
(BROKER DEALER)
-----------------------------
By:
Title:
-00-
XXXXXXX X-0
BANKERS TRUST COMPANY
AUCTION BID FORM
SUBMIT TO: ISSUE:
---------- ------
Bankers Trust Company Xxxxxx Municipal Bond Fund
Corporate Trust and Agency Group Auction Rate Municipal Preferred Shares,
100 Plaza One Series A ("Preferred Shares")
Xxxxxx Xxxx, XX 00000
Attention: Auction Rate Securities
Telecopier No.: (000) 000-0000
Telephone No.: (000) 000-0000
The undersigned Broker-Dealer submits the following Order on behalf of the
Bidder listed below:
Name of Bidder: ______________________
BENEFICIAL OWNER
HOLD ___________________________
BID at rate of _________________
Shares now held ___________ SELL ___________________________
POTENTIAL BENEFICIAL OWNER
# of 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 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 or
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 A-2
BANKERS TRUST COMPANY
AUCTION BID FORM
SUBMIT TO: ISSUE:
---------- ------
Bankers Trust Company Xxxxxx Municipal Bond Fund
Corporate Trust and Agency Group Auction Rate Municipal Preferred Shares,
100 Plaza One Series B ("Preferred Shares")
Xxxxxx Xxxx, XX 00000
Attention: Auction Rate Securities
Telecopier No.: (000) 000-0000
Telephone No.: (000) 000-0000
The undersigned Broker-Dealer submits the following Order on behalf of the
Bidder listed below:
Name of Bidder: ______________________
BENEFICIAL OWNER
HOLD ___________________________
BID at rate of _________________
Shares now held ___________ SELL ___________________________
POTENTIAL BENEFICIAL OWNER
# of 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 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 or 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 _________________________________
8651676_3
EXHIBIT B-1
(Note: To be used only for transfers made other than pursuant to an Auction)
TRANSFER FORM
Re: Xxxxxx Municipal Bond Fund
Auction Rate Municipal Preferred Shares, Shares A ("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
________ shares of Preferred Shares to _________________________________.
-------------------------------
(Name of Existing Holder)
-------------------------------
(Name of Broker-Dealer)
-------------------------------
(Name of Agent Member)
By:_______________________
Printed Name:
Title:
EXHIBIT B-2
(Note: To be used only for transfers made other than pursuant to an Auction)
TRANSFER FORM
Re: Xxxxxx Municipal Bond Fund
Auction Rate Municipal Preferred Shares, Shares B ("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
________ shares of Preferred Shares to _________________________________.
-------------------------------
(Name of Existing Holder)
-------------------------------
(Name of Broker-Dealer)
-------------------------------
(Name of Agent Member)
By:_______________________
Printed Name:
Title:
EXHIBIT C-1
(Note: To be used only for failures to deliver or to pay for
Auction Rate Municipal Preferred Shares, Series A ("Preferred Shares")
sold pursuant to an Auction)
NOTICE OF A FAILURE TO DELIVER
We are a Broker-Dealer for ___________________ (the "Purchaser"), which
purchased ________ shares of Preferred Shares of Xxxxxx Municipal Bond Fund in
the Auction held on ____________________ from the seller 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:
EXHIBIT C-2
(Note: To be used only for failures to deliver or to pay for
Auction Rate Municipal Preferred Shares, Series B ("Preferred Shares")
sold pursuant to an Auction)
NOTICE OF A FAILURE TO DELIVER
We are a Broker-Dealer for ___________________ (the "Purchaser"), which
purchased ________ shares of Preferred Shares of Xxxxxx Municipal Bond Fund in
the Auction held on ____________________ from the seller 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:
