EXHIBIT 13(b)
AUCTION AGENCY AGREEMENT
between
VAN KAMPEN MERRITT OHIO QUALITY MUNICIPAL TRUST
and
BANKERS TRUST COMPANY
Dated as of December 10, 1991
Relating to
Auction Preferred Shares
of
VAN KAMPEN MERRITT OHIO QUALITY MUNICIPAL TRUST
TABLE OF CONTENTS
PAGE
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SECTION 1 DEFINITIONS AND RULES OF CONSTRUCTION 1
1.1 Terms Defined by Reference to
APS Provisions 1
Terms Defined Herein 1
Rules of Construction 3
SECTION 2 THE AUCTION 3
Purpose; Incorporation by Reference of
Auction Procedures and Settlement
Procedures 3
Preparation of Each Auction; Maintenance
Of Registry of Beneficial
Owners 4
Information Concerning Rates 7
Auction Schedule 11
Designation of Special Dividend Period 12
Allocation of Taxable Income 14
Failure to Deposit 14
Broker-Dealers 17
Ownership of Shares of APS 17
Access to and Maintenance of
Auction Records 18
Dividend and Redemption Price Deposit 18
SECTION 3 THE AUCTION AGENT AS DIVIDEND
AND REDEMPTION PRICE DISBURSING AGENT 18
i
SECTION 4 THE AUCTION AGENT AS TRANSFER AGENT
AND REGISTRAR 19
Issue of Share Certificates 19
Registration of Transfer of Shares 19
Removal of Legend on Restricted Shares 19
Lost Share Certificates 19
Disposition of Cancelled
Certificates; Record Retention 20
Share Transfer Books 20
Return of Funds 20
SECTION 5 REPRESENTATIONS AND WARRANTIES OF THE FUND 21
SECTION 6 THE AUCTION AGENT 22
Duties and Responsibilities 22
Rights of the Auction Agent 23
Auction Agent's Disclaimer 23
Compensation, Expenses and
Indemnification 23
SECTION 7 MISCELLANEOUS 24
Term of Agreement 24
Communications 25
Entire Agreement 26
Benefits 26
Amendment; Waiver 26
Successors and Assigns 26
Limitation of Liability 26
ii
Severability 27
Execution in Counterparts 27
Governing Law 27
EXHIBITS
EXHIBIT A - Broker-Dealer Agreement
EXHIBIT B - Form of Master Purchaser's Letter
EXHIBIT C - Settlement Procedures
EXHIBIT D - Form of APS Provisions
EXHIBIT E - Form of Notice of Auction Dates
EXHIBIT F - Form of Notice of Proposed Change of Length
of Rate Period
EXHIBIT G - Form of Notice of Change of Length of Rate
Period
EXHIBIT H - Form of Notice of Determination Not to
Change Length of Rate Period
EXHIBIT I - Form of Notice of Cure of Failure to Deposit
EXHIBIT J - Form of Notice of Subsequent Cure of Failure
to Deposit
EXHIBIT K - Form of Notice of Capital Gain and Taxable
Ordinary Income Dividend
iii
AUCTION AGENCY AGREEMENT dated as of December 10, 1991 between VAN KAMPEN
MERRITT OHIO QUALITY MUNICIPAL TRUST, a Massachusetts business trust (the
"Fund"), and Bankers Trust Company, a New York banking corporation (the "Auction
Agent").
WHEREAS, the Fund proposes to issue a class of preferred shares of
beneficial interest, par value $.01 per share, liquidation preference $50,000
per share, designated Auction Preferred Shares (the "APS") pursuant to the APS
Provisions (as hereinafter defined) and desires that the Auction Agent perform
certain duties in connection with the APS upon the terms and subject to the
conditions of this Agreement, and hereby appoints the Auction Agent to act in
the capacities set forth in this Agreement.
NOW, THEREFORE, in consideration of the premises and the mutual covenants
contained herein, the Fund and the Auction Agent agree as follows:
1. Definitions and Rules of Construction.
1.1 Terms Defined by Reference to APS Provisions. Capitalized terms
not defined herein shall have the respective meanings specified in the APS
Provisions.
1.2 Terms Defined Herein. As used herein and in the Settlement
Procedures, the following terms shall have the following meanings, unless the
context otherwise requires:
(a) "Agent Member" of any Person shall mean the member of, or
participant in, the Securities Depository that will act on behalf of a Bidder
and is identified as such in such Bidder's Master Purchaser's Letter.
(b) "APS Provisions" shall mean the Certificate of Vote of the
Fund's Board of Trustees establishing the APS pursuant to the Amended and
Restated Declaration of Trust of the Fund and attached hereto as Exhibit D.
(c) "Auction" shall have the meaning specified in Section 2.1
hereof.
(d) "Auction Procedures" shall mean the auction procedures
constituting Part II of the form of APS Provisions.
(e) "Authorized officer" shall mean each Senior Vice
President, Vice President, Assistant Vice President, Assistant Treasurer and
Assistant Secretary of the Auction Agent and every other officer or employee of
the Auction Agent designated as an "Authorized Officer" for purposes hereof in a
communication to the Fund.
(f) "Broker-Dealer" shall mean any broker-dealer, commercial
bank or other entity permitted by law to perform the functions of a
Broker-Dealer that is a member of, or a participant in, the Securities
Depository or is an affiliate of such member or participant, has been selected
by the Fund and has entered into a Broker-Dealer Agreement that remains
effective.
(g) "Broker-Dealer Agreement" shall mean each agreement among
the Fund, the Auction Agent and a Broker-Dealer substantially in the form
attached hereto as Exhibit A.
(h) "Existing Holder," when used with respect to the APS,
shall mean a Person who has signed a Master Purchaser's Letter and is listed as
the beneficial owner of such APS in the records of the Auction Agent.
(i) "Fund officer" shall mean the Chairman of the Board of
Trustees of the Fund, the President, each Vice President (whether or not
designated by a number or word or words added before or after the title "Vice
President"), the Secretary, the Treasurer, each Assistant Secretary and each
Assistant Treasurer of the Fund and every other officer or employee of the Fund
designated as a "Fund officer" for purposes hereof in a notice to the Auction
Agent.
(j) "Master Purchaser's Letter" shall mean a letter addressed
to the Fund, the Auction Agent, a Broker-Dealer and an Agent Member,
substantially in the form attached hereto as Exhibit B.
(k) "Potential Holder," when used with respect to the APS,
shall mean any Person, including any Existing Holder of APS, (i) who shall have
executed a Master Purchaser's Letter and (ii) who may be interested
2
in acquiring APS (or, in the case of an Existing Holder of APS, additional APS).
(l) "Settlement Procedures" shall mean the Settlement
Procedures attached hereto as Exhibit C.
(m) "Underwriters" shall mean Goldman, Sachs & Co., Smith
Barney, Harris Upham & Co., PaineWebber Incorporated, Prudential Securities
Incorporated and any other person named as an underwriter of the APS in the
Underwriting Agreement or any schedule thereto.
(n) "Underwriting Agreement" shall mean the Underwriting
Agreement dated December 5, 1991 among the Fund and the Underwriters.
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.
2. The Auction.
2.1 Purpose; Incoporation by Reference of Auction Procedures and
Settlement Procedures. (a) The APS Provisions provide that the Applicable Rate
per annum for the APS for each Subsequent Dividend Period after the Initial
Dividend Period with respect to the APS shall, except under certain conditions,
be equal to the rate per annum that a bank or trust company appointed by the
Fund advises has resulted on the Business Day preceding the first day of such
Subsequent Dividend Period from implementation of the Auction Procedures for the
APS. Each
3
periodic implementation of the Auction Procedures is hereinafter referred to as
an "Auction." The Board of Trustees has adopted a resolution appointing Bankers
Trust Company as Auction Agent for purposes of the Auction Procedures for the
APS. The Auction Agent accepts such appointment and agrees to follow the
procedures set forth in this Section 2 and the Auction Procedures for the
purpose of determining the Applicable Rate for the APS for each Subsequent
Dividend Period thereof for which the Applicable Rate is to be determined by 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 hereof to the same extent as if such
provisions were fully set forth herein.
2.2 Preparation of Each Auction; Maintenance of Registry of
Beneficial Owners. (a) Not later than seven days prior to the first Auction Date
for the APS, the Fund shall provide the Auction Agent with a list of the
Broker-Dealers and a manually signed copy of each Broker-Dealer Agreement for
execution by the Auction Agent. Not later than seven days prior to any Auction
Date for which any change in such list of Broker-Dealers is to be effective, the
Fund will notify the Auction Agent in writing of such change and, if any such
change involves the addition of a Broker-Dealer to such list, shall cause to be
delivered to the Auction Agent for execution by the Auction Agent a
Broker-Dealer Agreement signed by such Broker-Dealer; provided, however, that if
the Fund proposes to designate any Special Dividend Period pursuant to Section 4
of Part I of the APS Provisions, not later than 11:00 A.M., New York City time,
on the Business Day next preceding the Auction next preceding the first day of
such Special Dividend Period, the Fund shall provide the Auction Agent with a
list of the Broker-Dealers for the APS and a manually signed copy of each
Broker-Dealer Agreement or a new Schedule A to the Broker-Dealer Agreement
(which Schedule A shall replace and supersede any previous Schedule A to such
BrokerDealer Agreement) with each such Broker-Dealer. The Auction Agent and the
Fund shall have entered into a Broker-Dealer Agreement with each Broker-Dealer
prior to the participation of any such Broker-Dealer in any Auction.
4
(b) In the event that any Auction Date shall be changed after
the Auction Agent shall have given the notice referred to in clause (vi) of
paragraph (a) of the Settlement Procedures, or after the notice referred to in
Section 2.5(a) hereof, if applicable, the Auction Agent, by such means as the
Auction Agent deems practicable, shall give notice of such change to the
Broker-Dealers 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.
(c) (i) The Auction Agent shall maintain a registry of the
beneficial owners of the APS who shall constitute Existing Holders of such
APS for purposes of Auctions and shall indicate thereon the identity of
the respective Broker-Dealer of each Existing Holder, if any, on whose
behalf such Broker-Dealer submitted the most recent Order in any Auction
which resulted in such Existing Holder continuing to hold or purchasing
such APS. The Auction Agent shall keep such registry current and accurate.
The Fund shall provide or cause to be provided to the Auction Agent at or
prior to the Date of Original Issue a list of the initial Existing Holders
of the APS, the number of shares purchased by each such Existing Holder
and the respective Broker-Dealer of each such Existing Holder or the
affiliate thereof through which each such Existing Holder purchased such
shares. The Auction Agent shall advise the Fund in writing whenever the
number of Existing Holders is 500 or more. The Auction Agent may rely
upon, as conclusive evidence of the identities of the Existing Holders of
APS, (A) such list, (B) the results of Auctions and (C) notices from any
Existing Holder, the Agent Member of any Existing Holder or the
Broker-Dealer of any Existing Holder as described in the first sentence of
Section 2.2(c)(iii) hereof.
(ii) In the event of any partial redemption of the APS, the
Auction Agent shall, at least two Business Days prior to the next Auction
for the APS, request the Agent Member of each Existing Holder of APS to
disclose to the Auction Agent (upon selection by such Agent Member of the
Existing Holders whose APS are to be redeemed) the number of APS, if
5
any, of such Existing Holder which are subject to such redemption,
provided the Auction Agent has been furnished with the name and telephone
number of a person or department at such Agent Member from which it shall
request such information. Upon any refusal of an Agent Member to release
such information, the Auction Agent shall deliver to such Agent Member a
facsimile copy of the Existing Holder's Master Purchaser's Letter, which
authorizes and instructs such Agent Member to release such information to
the Auction Agent. In the absence of receiving any such information with
respect to an Existing Holder, from such Existing Holder's Agent Member or
otherwise, the Auction Agent may continue to treat such Existing Holder as
the beneficial owner of the number of APS shown in the Auction Agent's
registry.
(iii) The Auction Agent shall be required to register a
transfer of APS from an Existing Holder of such APS to another Person only
if such transfer is made to a Person that has delivered, or on whose
behalf has been delivered, a signed Master Purchaser's Letter to the
Auction Agent and if (A) such transfer is pursuant to an Auction or (B)
the Auction Agent has been notified in writing (I) in a notice
substantially in the form of Exhibit D to the Broker-Dealer Agreements by
such Existing Holder, the Agent Member of such Existing Holder or the
Broker-Dealer of such Existing Holder of such transfer or (II) in a notice
substantially in the form of Exhibit E to the Broker-Dealer Agreements by
the Broker-Dealer of any Person that purchased or sold such APS in an
Auction of the failure of such APS to be transferred as a result of such
Auction. The Auction Agent is not required to accept any such notice for
an Auction unless it is received by the Auction Agent by 3:00 P.M. on the
Business Day preceding such Auction.
(iv) The Auction Agent is not required to accept the Master
Purchaser's Letter of any Potential Holder who wishes to submit a Bid for
the first time in an Auction or of any Potential Holder or Existing Holder
who
6
wishes to amend its Master Purchaser's Letter unless such letter or
amendment is received by the Auction Agent by 3:00 P.M. on the Business
Day preceding such Auction.
(d) The Auction Agent may request the Broker-Dealers, as set
forth in the Broker-Dealer Agreements, to provide the Auction Agent with a list
of their respective customers that such Broker-Dealers believe are Existing
Holders of APS. The Auction Agent shall keep confidential such registry of
Existing Holders and shall not disclose the identities of the Existing Holders
of such APS to any Person other than the Fund and the Broker-Dealer that
provided such information.
2.3 Information Concerning Rates. (a) The Applicable Percentage on
the date of this Agreement for the APS is 110%. If there is any change in the
credit rating of the APS by either of the rating agencies (or substitute or
successor rating agencies) referred to in the definition of "Applicable
Percentage" resulting in any change in the Applicable Percentage after the date
of this Agreement, the Fund shall notify the Auction Agent in writing of such
change in the Applicable Percentage prior to 12:00 Noon on the Business Day
prior to the next Auction Date succeeding such change. If the Fund designates
all or a portion of any dividend on the APS to consist of net capital gains or
other income taxable for federal income tax purposes, it will indicate, in its
notice in the form of Exhibit K hereto to the Auction Agent pursuant to Section
2.6 hereof, the Applicable Percentage to be in effect for the Auction Date on
which the dividend rate for such dividend is to be fixed. In determining the
maximum Rate on any Auction Date as set forth in Section 2.3(b)(i) hereof, the
Auction Agent shall be entitled to rely on the last Applicable Percentage for
APS of which it has most recently received notice from the Fund (or, in the
absence of such notice, the percentage set forth in the first sentence of this
paragraph (a)), except that if the Fund shall have notified the Auction Agent of
an Applicable Percentage to be in effect for an Auction Date in accordance with
the preceding sentence, the Applicable Percentage in effect for the next
succeeding Auction Date shall be, unless the Fund notifies the Auction Agent of
a change in the Applicable Percentage for such succeeding Auction Date pursuant
to this Section 2.3(a), the Applicable Percentage that was in effect on the
first preceding Auction Date for the APS
7
with respect to which the dividend, the rate for which was fixed on such Auction
Date, did not include any net capital gains or other income taxable for federal
income tax purposes.
(b) (i) On each Auction Date, the Auction Agent shall
determine the Maximum Rate. The Maximum Rate for the APS on any Auction Date
shall be:
(A) in the case of any Auction Date which is not the
Auction Date immediately prior to the first day of any proposed
Special Dividend Period designated by the Fund pursuant to Section 4
of Part I of the APS Provisions, the product of (1) the "AA"
Composite Commercial Paper Rate on such Auction Date for the next
Rate Period of the APS and (2) the Applicable Percentage on such
Auction Date, unless the APS have or have had a Special Dividend
Period (other than a Special Dividend Period of 28 Rate Period Days
or less) and an Auction at which Sufficient Clearing Bids existed
has not yet occurred for a Minimum Dividend Period of the APS after
such Special Dividend Period, in which case the higher of:
(1) the dividend rate on-shares for the then-ending Rate
Period, and
(2) the product of (x) the higher of (I) the "AA"
Composite Commercial Paper Rate on such Auction Date for the
then-ending Rate Period of the APS, if such Rate Period
consists of less than four Dividend Periods, or the Treasury
Rate on such Auction Date for such Rate Period, if such Rate
Period consists of four or more Dividend Periods and (II) the
"AA" Composite Commercial Paper Rate on such Auction Date for
such Special Dividend Period of the APS, if such Special
Dividend Period is less than four Dividend Periods,
8
or the Treasury Rate on such Auction Date for such Special
Dividend Period, if such Special Dividend Period consists of
four or more Dividend Periods, and (y) the Applicable
Percentage on such Auction Date; or
(B) in the case of any Auction Date which is the Auction
Date immediately prior to the first day of any proposed Special
Dividend Period designated by the Fund pursuant to Section 4 of Part
I of the APS Provisions, the product of (1) the highest of (x) the
"AA" Composite Commercial Paper Rate on such Auction Date for the
then-ending Rate Period of the APS, if such Rate Period consists of
four or more Dividend Periods, or the Treasury Rate on such Auction
Date for such Rate Period, if such Rate Period consists of four or
more Dividend Periods, (y) the "AA" Composite Commercial Paper Rate
on such Auction Date for such Special Dividend Period of the APS, if
such Special Dividend Period consists of less than four Dividend
Periods, or the Treasury Rate on such Auction Date for such Special
Dividend Period of the APS, if such Special Dividend Period consists
of less than four Dividend Periods, and (z) the "AA" Composite
Commercial Paper Rate on such Auction Date for Minimum Dividend
Periods and (2) the Applicable Percentage on such Auction Date.
Not later than 9:30 A.M. on each Auction Date, the Auction Agent shall
notify the Fund and the BrokerDealers of the Maximum Rate so determined
and the "AA" Composite Commercial Paper Rate(s) and Treasury Rate(s), as
the case may be, used to make such determination.
(ii) From and after a Failure to Deposit by the Fund during
any Rate Period, until such failure is cured and a late charge, if
applicable, is paid, in accordance with subparagraph (c)(i) of Section 2
of Part I of the APS Provisions, on the first day of each
9
Rate Period, the Auction Agent shall determine the Treasury Rate for such
Rate Period with four or more Dividend Periods and the "AA" Composite
Commercial Paper Rate for Minimum Dividend Periods and Rate Periods with
less than four Dividend Periods. Not later than 9:30 A.M. on each such
first day, the Auction Agent shall notify the Fund of the applicable "AA"
Composite Commercial Paper Rate and Treasury Rate.
(iii) If any "AA" Composite Commercial Paper Rate or Treasury
Rate, as the case may be, is not quoted on an interest basis, the Auction
Agent shall convert the quoted rate to the interest equivalent thereof as
set forth in the definition of such rate in the APS Provisions if the rate
obtained by the Auction Agent is quoted on a discount basis, or if such
rate is quoted on a basis other than an interest or discount basis the
Auction Agent shall convert the quoted rate to an interest rate after
consultation with the Fund as to the method of such conversion.
(iv) If any "AA" Composite Commercial Paper Rate is to be
based on rates supplied by Commercial Paper Dealers and one or more of the
Commercial Paper Dealers shall not provide a quotation for the
determination of such "AA" Composite Commercial Paper Rate, the Auction
Agent shall immediately notify the Fund so that the Fund can determine
whether to select a Substitute Commercial Paper Dealer or Substitute
Commercial Paper Dealers to provide the quotation or quotations not being
supplied by any Commercial Paper Dealer or Commercial Paper Dealers. The
Fund shall promptly advise the Auction Agent of any such selection.
(v) If any Treasury Rate is to be based on rates supplied by
U.S. Government Securities Dealers and one or more of the U.S. Government
Securities Dealers shall not provide a quotation for the determination of
such Treasury Rate, the Auction Agent shall immediately notify the Fund so
that the Fund can determine whether to select a Substitute U.S. Government
10
Securities Dealer or Substitute U.S. Government Securities
Dealers to provide the quotation or quotations not being supplied
by any U.S. Government Securities Dealer or U.S. Government
Securities Dealers. The Fund shall promptly advise the Auction
Agent of any such selection.
(c) The greater of the maximum marginal regular combined
federal and Ohio individual income tax rate applicable to ordinary income
(taking into account the federal income tax deductibility of state and
local taxes paid or incurred) or the maximum marginal regular federal
corporate income tax rate (the "Highest Marginal Rate") on the date of
this Agreement is 35.761%. If there is any change in the Highest Marginal
Rate, the Fund shall notify the Auction Agent in writing of such change
prior to 12:00 Noon on the Business Day prior to the next Auction Date
succeeding such change. In determining the Maximum Rate on any Auction
Date, the Auction Agent shall be entitled to rely on the Highest Marginal
Rate of which it has most recently received notice from the Fund (or, in
the absence of such notice, the percentage set forth in the first sentence
of this paragraph (c)).
2.4 Auction Schedule. The Auction Agent shall conduct Auctions in
accordance with the schedule set forth below. Such schedule may be changed
by the Auction Agent with the consent of the Fund, which consent shall not
be unreasonably withheld. The Auction Agent shall give written notice of
any such change to each Broker-Dealer. Such notice shall be given prior to
the close of business on the Business Day next preceding the first Auction
Date on which any such change shall be effective.
Time Event
By 9:30 A.M. Auction Agent advises the Fund and
Broker-Dealers of the applicable Maximum
Rate and the "AA" Composite Commercial
Paper Rate(s)and Treasury Rate(s), as the
case may be, used in determining such
Maximum Rate as set forth in Section
2.3(b)(i) hereof.
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9:30 A.M. - 1:30 P.M. Auction Agent assembles information
communicated to it by Broker-Dealers as
provided in Section 2(a) of the Auction
Procedures. Submission Deadline is 1:30
P.M.
Not earlier than 1:30 P.M. Auction Agent makes determinations pursuant
to Section 3(a) of the Auction Procedures.
By approximately 3:00 P.M. Auction Agent advises Fund of results of
Auction as provided in Section 3(b) of the
Auction Procedures. Submitted Bids and
Submitted Sell orders are accepted and
rejected and APS allocated as provided in
Section 4 of the Auction Procedures.
Auction Agent gives notice of Auction
results as set forth in paragraph (a) of
the Settlement Procedures.
2.5 Designation of Special Dividend Period. (a) The APS Provisions
will provide that, subject to the Fund's option to designate a Special Dividend
Period as referred to in paragraph (b) of this Section 2.5, (i) each Rate Period
will be a Minimum Dividend Period (a duration of 28 Rate Period Days, subject to
certain exceptions) and (ii) each Rate Period following a Rate Period that is
other than a Minimum Dividend Period will be a Minimum Dividend Period. Not less
than 10 nor more than 20 days prior to the last day of any such Rate Period that
is not a Minimum Dividend Period, (i) the Fund shall deliver to the Auction
Agent a notice of the Auction Date of the next succeeding Auction for such APS
in the form of Exhibit E hereto and (ii) the Auction Agent shall deliver such
notice by first-class mail, postage prepaid, to each Existing Holder of such APS
at the address specified in such Existing Holder's Master Purchaser's Letter and
to the Broker-Dealers for such APS as promptly as practicable after its receipt
of such notice from the Fund.
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(b) Pursuant to the APS Provisions, the Fund may, at its
option, designate a Special Dividend Period in the manner described in Section 4
of Part I of the APS Provisions.
(i) If the Fund proposes to designate any succeeding
Subsequent Dividend Period as a Special Dividend Period, (A) the Fund
shall deliver to the Auction Agent a notice of such proposed Special
Dividend Period in the form of Exhibit F hereto not less than 20 nor more
than 30 days prior to the first day of such proposed Special Dividend
Period and (B) the Auction Agent on behalf of the Fund shall deliver such
notice by first-class mail, postage prepaid, to each Existing Holder at
the address specified in such Existing Holder's Master Purchaser's Letter
and to the Broker-Dealers as promptly as practicable after its receipt of
such notice from the Fund.
(ii) If the Board of Trustees determines to designate
such succeeding Subsequent Dividend Period as a special Dividend Period,
(A) the Fund shall deliver to the Auction Agent a notice of such
determination in the form of Exhibit G hereto not later than 11:00 A.M. on
the second Business Day next preceding the first day of such proposed
Special Dividend Period and (B) the Auction Agent shall deliver such
notice to the Broker-Dealers not later than 3:00 P.M. on such second
Business Day.
(iii) If the Fund shall deliver to the Auction Agent a
notice stating that the Fund has determined not to exercise its option to
designate such succeeding Subsequent Dividend Period as a Special Dividend
Period with respect to which it has delivered a notice in the form of
Exhibit F hereto not later than 11:00 A.M. on the second Business Day next
preceding the first day of such proposed Special Dividend Period, or shall
fail to timely deliver either such notice or a notice in the form of
Exhibit G hereto, the Auction Agent shall deliver a notice in the form of
Exhibit H
13
hereto to the Broker-Dealers not later than 3:00 P.M. on such second
Business Day.
Such change in the length of any Rate Period shall not occur if (a) on the
Auction Date next preceding the first day of such Special Dividend Period
Sufficient Clearing Bids shall not exist or (b) a Failure to Deposit shall have
occurred prior to such change and shall not have been cured in accordance with
the APS Provisions.
2.6 Allocation of Taxable Income. The Fund may, at its option,
designate all or a portion of any dividend on the APS to consist of net capital
gains or other income taxable for federal income tax purposes by delivering to
the Auction Agent a notice in the form of Exhibit K hereto of such designation
15 days prior to the Auction Date on which the Applicable rate for such dividend
is to be fixed. The Auction Agent will deliver such notice to the Broker-Dealers
on the Business Day following its receipt of such notice from the Fund. Within
two Business Days after any Auction Date involving the allocation of income
taxable for federal income tax purposes, the Auction Agent shall notify each
Broker-Dealer as to the dollar amount per share of such taxable income and
income exempt from federal income taxation included in the related dividend.
2.7 Failure to Deposit. (a) If:
(i) any Failure to Deposit shall have occurred with
respect to the APS during any Rate Period thereof (other than any Special
Dividend Period consisting of four or more Dividend Periods or any Rate
Period succeeding any Special Dividend Period consisting of four or more
Dividend Periods during which a Failure to Deposit occurred that has not
been cured); and
(ii) prior to 12:00 Noon, New York City time, on the
third Business Day next succeeding the date on which such Failure to
Deposit occurred, such Failure to Deposit shall have been cured in
accordance with the next succeeding sentence and the Fund shall have paid
to the Auction Agent a late charge equal to the sum of (A) if such Failure
to Deposit consisted of the failure timely to pay to the
14
Auction Agent the full amount of dividends with respect to any Dividend
Period on the APS, an amount computed by multiplying (1) 200% of the "AA"
Composite Commercial Paper Rate for the Rate Period during which such
Failure to Deposit occurs on the Dividend Payment Date for such Dividend
Period by (2) a fraction, the numerator of which shall be the number of
days for which such Failure to Deposit has not been cured in accordance
with the next succeeding sentence (including the day such Failure to
Deposit occurs and excluding the day such Failure to Deposit is cured) and
the denominator of which shall be 365, and applying the rate obtained
against the aggregate liquidation preference of such outstanding APS and
(B) if such Failure to Deposit consisted of the failure timely to pay to
the Auction Agent the Optional Redemption Price or Mandatory Redemption
Price, as the case may be, of the APS, if any, for which Notice of
Redemption has been given by the Fund pursuant to paragraph (b) of Section
3 of Part I of the APS Provisions; an amount computed by multiplying (x)
200% of the "AA" Composite Commercial Paper Rate for the Rate Period
during which such Failure to Deposit occurs on the redemption date by (y)
a fraction, the numerator of which shall be the number of days for which
such Failure to Deposit was not cured in accordance with the next
succeeding sentence (including the day such Failure to Deposit occurs and
excluding the day such Failure to Deposit was cured) and the denominator
of which shall be 365, and applying the rate obtained against the
aggregate liquidation preference of such outstanding APS to be redeemed,
then the Auction Agent shall deliver a notice in the form of Exhibit I hereto by
first-class mail, postage prepaid, to the Broker-Dealers for the APS not later
than one Business Day after its receipt of the payment from the Fund curing such
Failure to Deposit and such late charge. A Failure to Deposit with respect to
the APS shall have been cured (if such Failure to Deposit is not solely due to
the willful failure of the Fund to make the required payment to the Auction
Agent) with respect to any Rate Period thereof if, not later than 12:00 Noon,
New York
15
City time, on the fourth Business Day preceding the Auction Date for the Rate
Period subsequent to such Rate Period, the Fund shall have paid to the Auction
Agent (A) all accumulated and unpaid dividends on such APS and (B) without
duplication, the Optional Redemption Price or Mandatory Redemption Price, as the
case may be, for such APS, if any, for which Notice of Redemption has been given
by the Fund pursuant to paragraph (b) of Section 3 of Part I of the APS
Provisions.
(b) If:
(i) any Failure to Deposit shall have occurred with
respect to the APS during a Rate Period thereof (other than any Special
Dividend Period consisting of four or more Dividend Periods or any Rate
Period succeeding any Special Dividend Period consisting of four or more
Dividend Periods during which a Failure to Deposit occurred that has not
been cured), and, prior to 12:00 Noon on the third Business Day next
succeeding the date on which such Failure to Deposit occurred, such
Failure to Deposit shall not have been cured within the meaning of the
last sentence of Section 2.7(a) hereof and the Fund shall not have paid to
the Auction Agent the late charge described in such Section 2.7(a), but
such Failure to Deposit shall subsequently be so cured; or
(ii) any Failure to Deposit shall have occurred with
respect to the APS during a Special Dividend Period consisting of four or
more Dividend Periods, or during any Rate Period succeeding any Special
Dividend Period consisting of four or more Dividend Periods during which a
Failure to Deposit occurred, and such Failure to Deposit shall
subsequently have been cured within the meaning of the last sentence of
Section 2.7(a) hereof,
then the Auction Agent shall deliver a notice in the form of Exhibit J hereto to
the Broker-Dealers for such APS not later than one Business Day after the
receipt of the payment from the Fund during such Failure to Deposit.
Notwithstanding the foregoing, the Auction Agent shall conduct an Auction on an
Auction Date which occurs simul-
16
taneously with the date of commencement of a Failure to Deposit.
2.8 Broker-Dealers. (a) Not later than 12:00 Noon on each Auction
Date, the Fund shall pay to the Auction Agent an amount in cash equal to the
aggregate fees payable to the Broker-Dealers for the APS pursuant to Section 2.8
of the Broker-Dealer Agreements for such APS. The Auction Agent shall apply such
moneys as set forth in Section 2.8 of each such Broker-Dealer Agreement.
(b) The Fund shall obtain the consent of the Auction Agent
prior to selecting any Person to act as a Broker-Dealer, which consent shall not
be unreasonably withheld.
(c) The Auction Agent shall terminate any Broker-Dealer
Agreement as set forth therein if so directed by the Fund, provided that at
least one BrokerDealer Agreement would be in effect for the APS after such
termination.
(d) Subject to the Auction Agent's having consented to the
selection of the relevant Broker-Dealer pursuant to Section 2.8(b) hereof, the
Auction Agent shall from time to time enter into such Broker-Dealer Agreements
with one or more Broker-Dealers as the Fund shall request, and shall enter into
such schedules to any such Broker-Dealer Agreements as the Fund shall request,
which schedules, among other things, shall set forth the APS to which such
Broker-Dealer Agreement relates.
2.9 Ownership of APS. The Fund shall notify the Auction Agent if the
Fund or any affiliate of the Fund acquires any of the APS. Neither the Fund nor
any affiliate of the Fund shall submit any Order in any Auction for APS, except
as set forth in the next sentence. Any Broker-Dealer that is an affiliate of the
Fund may submit Orders in Auctions, but only if such Orders are not for its own
account. For purposes of this Section 2.9, a Broker-Dealer shall not be deemed
to be an affiliate of the Fund solely because one or more of the directors or
executive officers of such Broker-Dealer or of any Person controlled by, in
control of or under common control with such Broker-Dealer is also a trustee of
the Fund. The Auction Agent shall have no duty or liability with respect to
enforcement of this Section 2.9.
17
2.10 Access to and Maintenance of Auction Records. The Auction Agent
shall, upon the receipt of prior written notice from the Fund, afford to the
Fund access at reasonable times during normal business hours to all books,
records, documents and other information concerning the conduct and results of
Auctions. The Auction Agent shall maintain records relating to any Auction for a
period of six years after such Auction, and such records shall, in reasonable
detail, accurately and fairly reflect the actions taken by the Auction Agent
hereunder.
2.11 Dividend and Redemption Price Deposit. The Fund shall pay to
the Auction Agent, not later than 12:00 noon, New York City time, (A) on the
Business Day next preceding any Dividend Payment Date for the APS, in funds
available on such Dividend Payment Date in The City of New York, New York, the
full amount of any dividend (whether or not earned or declared) to be paid on
such Dividend Payment Date on the APS (B) on the Business Day next preceding any
redemption date in funds available on such redemption date for the APS in The
City of New York, New York, the Redemption Price to be paid on such redemption
date for any of the APS after notice of redemption is given as set forth in the
Certificate of Vote.
3. The Auction Agent as Dividend and
Redemption Price Disbursing Agent.
The Auction Agent, as dividend and redemption price disbursing
agent, shall pay to the Holders of the APS (i) on each Dividend Payment Date for
the APS, dividends on the APS, (ii) on any date fixed for redemption of any of
the APS, the Redemption Price of any of the APS called for redemption and (iii)
any late charge related to any payment of dividends or Redemption Price, in each
case after receipt of the necessary funds from the Fund with which to pay such
dividends, Redemption Price or late charge. The amount of dividends for any Rate
Period to be paid by the Auction Agent to the Holders of the APS will be
determined by the Fund as set forth in Section 2 of Part I of the APS Provisions
with respect to such APS. The Redemption Price of any APS to be paid by the
Auction Agent to the Holders will be determined by the Fund as set forth in
Section 3 of Part I of the APS Provisions with respect to such APS. The Fund
shall notify the Auction Agent in writing of a decision to redeem any of the APS
at least five days prior to the date a notice of
18
redemption is required to be mailed to the Holders of the shares to be redeemed
by paragraph (b) of Section 3 of Part I of the APS Provisions. Such notice by
the Fund to the Auction Agent shall contain the information required by
paragraph (b) of Section 3 of Part I of the APS Provisions to be stated in the
notice of redemption required to be mailed by the Fund to such Holders.
4. The Auction Agent as Transfer Agent and Registrar.
4.1 Issue of Share Certificates. Upon the Date of Original Issue,
one certificate representing all of the APS issued on such date shall be issued
by the Fund and, at the request of the Fund, registered in the name of Cede &
Co. and countersigned by the Auction Agent.
4.2 Registration of Transfer of Shares. The APS shall be registered
solely in the name of the Securities Depository or its nominee.
4.3 Removal of Legend on Restricted Shares. All requests for removal
of legends on any of the APS indicating restrictions on transfer shall be
accompanied by an opinion of counsel stating that such legends may be removed
and such APS freely transferred, such opinion to be delivered under cover of a
letter from a Fund Officer authorizing the Auction Agent to remove the legend on
the basis of said opinion.
4.4 Lost Share Certificates. The Auction Agent shall issue and
register replacement certificates for certificates represented to have been
lost, stolen or destroyed upon the fulfillment of such requirements as shall be
deemed appropriate by the Fund and the Auction Agent, subject at all times to
provisions of law, the By-Laws of the Fund governing such matters and
resolutions adopted by the Fund with respect to lost securities. The Auction
Agent may issue new certificates in exchange for and upon the cancellation of
mutilated certificates. Any request by the Fund to the Auction Agent to issue a
replacement or new certificate pursuant to this Section 4.4 shall be deemed to
be a representation and warranty by the Fund to the Auction Agent that such
issuance will comply with such provisions of law and the By-Laws and resolutions
of the Fund.
19
4.5 Disposition of Cancelled Cerificates; Record Retention. The
Auction Agent shall retain all APS certificates which have been cancelled in
transfer or exchange and all accompanying documentation in accordance with
applicable rules and regulations of the Securities and Exchange Commission for
two calendar years. Upon the expiration of this two-year period, the Auction
Agent shall deliver to the Fund the cancelled certificates and accompanying
documentation. The Fund also shall undertake to furnish to the Securities and
Exchange Commission and to the Board of Governors of the Federal Reserve System,
upon demand, at either the principal office or at any regional office, complete,
correct and current hard copies of any and all such records. Thereafter such
records shall not be destroyed by the Fund without the concurrence of the
Auction Agent.
4.6 Share Transfer Books. For so long as the Auction Agent, Bankers
Trust Company, is acting as the transfer agent for the APS pursuant to this
Agreement, it shall maintain a share transfer book containing a list of the
Holders of each of the APS, the number of APS held by such Holders and the
address of each Holder. The Auction Agent shall record in such share transfer
books any change of address of a Holder upon notice by such Holder. In case of
any request or demand for the inspection of the share transfer books of the Fund
or any other books in the possession of the Auction Agent, the Auction Agent
will notify the Fund and secure instructions as to permitting or refusing such
inspection. The Auction Agent reserves the right, however, to exhibit the share
transfer books or other books to any Person in case it is advised by its counsel
that its failure to do so would be unlawful.
4.7 Return of Funds. Any funds deposited with the Auction Agent
hereunder by the Fund for any reason, including but not limited to redemption of
any of the APS, that remain unpaid after ninety days shall be repaid to the Fund
upon the written request of the Fund, together with interest, if any, earned
thereon.
20
5. Representations and Warranties of the Fund.
The Fund represents and warrants to the Auction Agent that:
(a) the Fund has been duly organized and is subsisting as a
voluntary association with transferable shares (commonly referred to as a
business trust) under the laws of The Commonwealth of Massachusetts and has all
necessary power and authority to execute and deliver this Agreement and to
authorize, create and issue the APS;
(b) this Agreement has been duly and validly authorized,
executed and delivered by the Fund and, assuming due authorization, execution
and delivery by the Auction Agent, constitutes the legal, valid and binding
obligation of the Fund subject, as to enforceability, to bankruptcy, insolvency,
reorganization, moratorium, receivership or similar laws, whether statutory or
decisional, relating to or affecting creditors' rights and to general equitable
principles (regardless of whether enforcement is sought in equity or at law);
(c) the form of the certificate evidencing the APS complies
with all applicable laws of The Commonwealth of Massachusetts;
(d) the APS, when issued, delivered and paid for on the Date
of Original Issue as contemplated by the Underwriting Agreement, will have been
duly authorized, validly issued, fully paid and nonassessable, except as
provided under Massachusetts law;
(e) assuming the Underwriters comply with their obligations
under the Underwriting Agreement and that the purchasers of the APS comply with
their obligations in the Master Purchaser's Letter, no consent, authorization or
order of, or filing or registration with, any court, governmental agency or
official (except such as have been obtained and such as may be required under
the Securities Act of 1933, as amended, or the Investment Company Act of 1940,
as amended, or under the blue sky or state securities laws) is required in
connection with the execution and delivery of this Agreement or the issuance of
the APS; and
21
(f) the issuance and sale of the APS, the execution, delivery
and performance of this Agreement, compliance by the Fund with all provisions
hereof, and the consummation of the transactions contemplated hereby or by the
Underwriting Agreement or the Broker-Dealer Agreements, will not conflict with,
constitute a breach of any of the terms or provisions of, or a default under, or
result in the creation or imposition of any material lien, charge or encumbrance
upon any of the assets of the Fund pursuant to the terms of any agreement,
indenture or instrument to which the Fund is a party or by which the Fund is
bound, or result in a violation of the Declaration of Trust, APS Provisions or
By-Laws of the Fund or of any order, rule or regulation of any court or
governmental agency having jurisdiction over the Fund or its property which
conflict, breach, default, lien or violation, individually or in the aggregate,
would have a material adverse effect on the business, financial position or
results of operations of the Fund.
6. The Auction Agent.
6.1 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 specifically set forth in this Agreement and the
Broker-Dealer Agreements, and no implied covenants or obligations shall be read
into this Agreement against the Auction Agent.
(c) In the absence of bad faith or gross negligence on its
part, the Auction Agent shall not be liable for any action taken, suffered, or
omitted or for any error of judgment made by it in the performance of its duties
under this Agreement except that the Auction Agent shall be liable for any error
of judgment made in good faith if the Auction Agent shall have been grossly
negligent in ascertaining the pertinent facts.
(d) Any funds deposited with the Auction Agent hereunder by
the Fund for any reason, including the payment of dividends or the redemption of
any of the APS, that remain with the Auction Agent after 90 days shall be repaid
to the Fund upon the written request of the Fund, together with interest, if
any, earned thereon.
22
6.2 Rights of the Auction Agent. The Auction Agent may rely and
shall be protected in acting or refraining from acting upon any communication
authorized hereby and upon 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 hereby which the Auction
Agent believes in good faith to have been given by the Fund or by any
Broker-Dealer. The Auction Agent may record telephone communications with the
Fund or with any Broker-Dealer.
(b) The Auction Agent may consult with counsel reasonably
acceptable to the Fund 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 and shall
not be responsible for any misconduct on the part of any agent or attorney
appointed by it with due care hereunder except as set forth above in Section
6.1(c).
6.3 Auction Agent's Disclaimer. The Auction Agent makes no
representation as to the validity or adequacy of this Agreement (except as to
the Auction Agent's duties hereunder and as to the due authorization, execution
and delivery of this Agreement), the Broker-Dealer Agreements (except as to the
Auction Agent's duties thereunder) or the APS.
6.4 Compensation, Expenses and Indemnification. (a) The Fund shall
pay the Auction Agent from time to time reasonable compensation for all services
rendered by it under this Agreement and the Broker-Dealer Agreements in such
amounts as may be agreed to by the Fund and the Auction Agent from time to time.
23
(b) The Fund shall reimburse the Auction Agent upon its
request for all reasonable expenses, disbursements and advances incurred or made
by the Auction Agent in accordance with any provision of this Agreement and the
Broker-Dealer Agreements (including the reasonable compensation and the expenses
and disbursements of its agents and counsel), except any expense or disbursement
attributable to its gross negligence or bad faith.
(c) The Fund shall indemnify the Auction Agent for and hold it
harmless against, any loss, liability or expense incurred without gross
negligence or bad faith on its part, arising out of or in connection with its
agency under this Agreement and the Broker-Dealer Agreements, including the
costs and expenses of defending itself against any claim or liability in
connection with its exercise or performance of its duties hereunder and
thereunder for which indemnification is provided by this subsection.
7. Miscellaneous.
7.1 Term of Aqreement. (a) The term of this Agreement is unlimited
unless it shall be terminated as provided in this Section 7.1. The Fund may
terminate this Agreement any time by so notifying the Auction Agent in writing,
provided that the Fund has entered into an agreement in substantially the form
of this Agreement with a successor auction agent. The Auction Agent may
terminate this Agreement upon written notice to the Fund, such termination to be
effective on the earlier of (i) the date specified in such notice which shall
not be earlier than 90 days after the giving of such notice or (ii) the date on
which a successor trust company is appointed by the Fund pursuant to an
agreement containing substantially the same terms and conditions as this
Agreement.
(b) Except as otherwise provided in this paragraph (b), the
respective rights and duties of the Fund and the Auction Agent under this
Agreement shall cease upon termination of this Agreement. The Fund's obligations
under Section 6.4 hereof and its representations and warranties contained in
Section 5 hereof and the Auction Agent's obligations and liabilities under
Sections 2.10 and 4.5 hereof shall survive the termination hereof. Upon
termination of this Agreement, the Auction Agent shall, at the Fund's request,
promptly
24
deliver to the Fund copies of all books and records maintained by it in
connection with its duties hereunder.
7.2 Communications. Except for (a) communications authorized to be
by telephone pursuant to this Agreement or the Auction Procedures and (b)
communications in connection with Auctions (other than those expressly required
to be in writing) and unless otherwise specified by the terms of this Agreement
all notices, requests and other communications to any party hereunder shall be
in writing (including telecopy or similar writing) given to such person at its
address or telecopy number set forth below:
If to the Company, Van Kampen Merritt
addressed: Ohio Quality
Municipal Trust
One Parkview Plaza
Oakbrook Terrace, Illinois 60181
Attention: Treasurer
Telephone No.: (708) 684-6000
With a copy sent to:
Dennis McDonnell
One Parkview Plaza
Oakbrook Terrace, Illinois 60181
Telephone No.: (708) 684-6330
Telecopier No.: (708) 684-5967
If to the Auction Agent, Bankers Trust Company
addressed: Corporate Trust and Agency Group
Four Albany Street
New York, New York 10006
Attention: Auction Rate Securities
Telecopier No.: (212) 250-6215
Telephone No.: (212) 250-6850
or to such other address as the party to whom the communication is addressed
shall have previously communicated to the other party. Communications shall be
given on behalf of the Fund by a Fund Officer and on behalf of the
25
Auction Agent by an Authorized officer. Communications shall be effective when
received at the proper address.
7.3 Entire Agreement. This Agreement contains the entire agreement
among 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.
7.4 Benefits. Nothing herein, express or implied, shall give to any
Person, other than the Fund, the Auction Agent and their respective successors
and assigns, any benefit of any legal or equitable right, remedy or claim
hereunder.
7.5 Amendment; Waiver. (a) This Agreement shall not be deemed or
construed to be modified, amended, rescinded, cancelled or waived, in whole or
in part, except by a written instrument signed by a duly authorized
representative of the party to be charged. The Fund shall notify the Auction
Agent and each Broker-Dealer of any change in the Fund's Declaration of Trust,
as amended and restated as of the date hereof, prior to the effective date of
any such change.
(b) Failure of either party hereto to exercise any right or
remedy hereunder in the event of a breach hereof by the other party shall not
constitute a waiver of any such rights or remedies with respect to any
subsequent breach.
7.6 Successors and Assigns. This Agreement shall be binding upon,
inure to the benefit of, and be enforceable by, the respective successors of
each of the Fund and the Auction Agent.
7.7 Limitation of Liability. Pursuant to the provisions of Article
V, Section 5.5 of the Fund's Declaration of Trust, as amended or restated as of
the date hereof, this Agreement is entered into by the trustees of the Fund not
individually, but as trustees under such Declaration of Trust and the
obligations of the Fund hereunder are not binding upon any such trustees or
shareholders of the Fund, individually, but bind only the trust estate.
26
7.8 Severability. If any clause, provision or section hereof 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 of the remaining clauses, provisions or sections hereof.
7.9 Execution in Counterparts. This Agreement may be executed in
several counterparts, each of which shall be an original and all of which shall
constitute but one and the same instrument.
7.10 Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York.
27
IN WITNESS WHEREOF, the parties hereto have caused this Auction
Agency Agreement to be duly executed and delivered by their proper and duly
authorized officers as of the date first above written.
VAN KAMPEN MERRITT
OHIO QUALITY
MUNICIPAL TRUST
By /s/ Dennis J. McDonnell
-----------------------
Name: Dennis J. McDonnell
Title: President
BANKERS TRUST COMPANY
By /s/ Anne Hartnett
-----------------------
Name: Anne Hartnett
Title: Assistant Treasurer
28
EXHIBIT A
FORM OF
BROKER-DEALER AGREEMENT
EXHIBIT B
FORM OF
MASTER PURCHASER'S LETTER
EXHIBIT C
SETTLEMENT PROCEDURES
EXHIBIT D
FORM OF APS PROVISIONS
EXHIBIT E
VAN KAMPEN MERRITT OHIO QUALITY MUNICIPAL TRUST
NOTICE OF AUCTION DATE FOR
AUCTION PREFERRED SHARES
("APS")
NOTICE IS HEREBY GIVEN that the Auction Date of the next Auction for
the APS of VAN KAMPEN MERRITT OHIO QUALITY MUNICIPAL TRUST (the "Fund") is
scheduled to be _______________ and the next Dividend Payment Date for the
Fund's APS will be __________.
[A Failure to Deposit in respect of the APS currently exists. If
such Failure to Deposit is not cured prior to 12:00 Noon on the fourth Business
Day prior to the next scheduled Auction Date of the APS as defined, the next
Auction will not be held. Notice of the next Auction for the APS will be
delivered when such Failure to Deposit is cured.(1)]
VAN KAMPEN MERRITT
OHIO QUALITY
MUNICIPAL TRUST
- --------
(1) Include this language if a Failure to Deposit exists.
EXHIBIT F
VAN KAMPEN MERRITT OHIO QUALITY MUNICIPAL TRUST
NOTICE OF PROPOSED CHANGE OF
LENGTH OF RATE PERIOD OF
AUCTION PREFERRED SHARES
("APS")
NOTICE IS HEREBY GIVEN that VAN KAMPEN MERRITT OHIO QUALITY
MUNICIPAL TRUST (the "Fund") may exercise its option to designate the Rate
Period of its APS commencing [the first day of the proposed Special Dividend
Period] as a Special Dividend Period.
By 11:00 A.M. on the second Business Day next preceding the first
day of such proposed Special Dividend Period, the Fund will notify Bankers Trust
Company of either (a) its determination to exercise such option, designating the
length of such Special Dividend Period and the terms of the Specific Redemption
Provisions, if any, for such series or (b) its determination not to exercise
such option.
VAN KAMPEN MERRITT
OHIO QUALITY
MUNICIPAL TRUST
Dated:
EXHIBIT G
VAN KAMPEN MERRITT OHIO QUALITY MUNICIPAL TRUST
NOTICE OF CHANGE OF LENGTH OF RATE PERIOD OF
AUCTION PREFERRED SHARES
("APS")
NOTICE IS HEREBY GIVEN that VAN KAMPEN MERRITT OHIO QUALITY
MUNICIPAL TRUST (the "Fund") has determined to designate the Rate Period of its
APS commencing on [the first day of the Special Dividend Period] as a Special
Dividend Period.
The Special Dividend Period will be ________ [days] [year[s]].
The Auction Date for the Special Dividend Period is [the Business
Day next preceding the first day of such Special Dividend Period].
[Specific Redemption Provisions, if applicable.]
As a result of the Special Dividend Period designation, the amount
of dividends payable on APS during the Special Dividend Period will be based on
a 360-day year.
The Special Dividend Period shall not commence if (a) on such
Auction Date Sufficient Clearing Bids shall not exist or (b) if a Failure to
Deposit shall have occurred prior to the first day thereof with respect to the
APS.
The scheduled Dividend Payment Dates for the APS during such Special
Dividend Period will be _______________.
VAN KAMPEN MERRITT
OHIO QUALITY
MUNICIPAL TRUST
Dated:
EXHIBIT H
VAN KAMPEN MERRITT OHIO QUALITY MUNICIPAL TRUST
NOTICE OF DETERMINATION NOT TO CHANGE
LENGTH OF RATE PERIOD OF
AUCTION PREFERRED SHARES
("APS")
NOTICE IS HEREBY GIVEN that VAN KAMPEN MERRITT OHIO QUALITY
MUNICIPAL TRUST (the "Fund") has determined not to exercise its option to
designate a Special Dividend Period of its APS and the next succeeding Dividend
Period of such series will be a Minimum Rate Period of __ days.
VAN KAMPEN MERRITT
OHIO QUALITY
MUNICIPAL TRUST
Dated: ____________________
EXHIBIT I
VAN KAMPEN MERRITT OHIO QUALITY MUNICIPAL TRUST
NOTICE OF CURE OF
FAILURE TO DEPOSIT ON
AUCTION PREFERRED SHARES
("APS")
NOTICE IS HEREBY GIVEN that VAN KAMPEN MERRITT OHIO QUALITY
MUNICIPAL TRUST (the "Fund") has cured its Failure to Deposit with respect to
its APS. The dividend rate on the shares of APS for the current Dividend Period
is __________% per annum, the Dividend Payment Date for the current Dividend
Period is scheduled to be __________ and the next Auction Date is scheduled to
be __________.
VAN KAMPEN MERRITT
OHIO QUALITY
MUNICIPAL TRUST
Dated: ____________________
EXHIBIT J
VAN KAMPEN MERRITT OHIO QUALITY MUNICIPAL TRUST
NOTICE OF SUBSEQUENT CURE OF
FAILURE TO DEPOSIT ON
AUCTION PREFERRED SHARES
("APS")
NOTICE IS HEREBY GIVEN that VAN KAMPEN MERRITT OHIO QUALITY
MUNICIPAL TRUST (the "Fund") has cured its Failure to Deposit with respect to
its APS. The next Auction Date for the APS is scheduled to be on __________.
VAN KAMPEN MERRITT
OHIO QUALITY
MUNICIPAL TRUST
Dated:
EXHIBIT K
VAN KAMPEN MERRITT OHIO QUALITY MUNICIPAL TRUST
NOTICE OF
[CAPITAL GAINS] [AND] [TAXABLE ORDINARY INCOME](1)
DIVIDEND FOR
AUCTION PREFERRED SHARES
("APS")
NOTICE IS HEREBY GIVEN that the amount of the dividend payable on
__________ for the VAN KAMPEN MERRITT OHIO QUALITY MUNICIPAL TRUST (the "Fund")
will be determined by the Auction to be held on _______________. Up to
[$__A__](2) [$__B ](3) per share of the dividend payable on such date as
determined by such Auction will consist of [capital gains](2) [ordinary income
taxable for federal income tax purposes].(3) If the dividend amount payable on
such date as determined by such Auction is less than [$ A ](2) [$ B ](3) per
share, the entire amount of the dividend will consist of [capital gains](2)
- -----------------------
(1) Include language with respect to capital gains, taxable ordinary income or
both, depending on the character of the designation to be made with
respect to the dividend(s).
(2) Include bracketed material if a portion of the dividend will be designated
capital gains.
(3) Include bracketed material if a portion of the dividend will be designated
ordinary income taxable for Federal income tax purposes and no portion of
the dividend will be designated capital gains.
[ordinary income taxable for federal income tax purposes](3). [To the extent
such dividend amount exceeds [$ A ] per share, any excess up to [$ B ] per share
will consist of ordinary income taxable for federal income tax purposes].4
Accordingly, the aforementioned composition of the dividend payable on
_______________ should be considered in determining Orders to be submitted with
respect to the Auction to be held on _______________. The Applicable Percentage
in effect for such Auction will be __%.
VAN KAMPEN MERRITT
OHIO QUALITY
MUNICIPAL TRUST
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(4) Include bracketed material if a portion of the dividend will be designated
capital gains and a portion will be designated ordinary income taxable for
federal and Pennsylvania income tax purposes.
A = the maximum amount of capital gains allocated to such series of
APS to be included in such dividend, divided by the number of
shares of APS.
B = the maximum amount of ordinary income taxable for federal and
Pennsylvania income tax purposes allocated to such series of APS to
be included in such dividend, divided by the number of shares in
such series.
2