| AUCTION DATE |
SERIES |
CUSIP |
LEAD MANAGER |
SHARES |
OFFER SIZE |
CURRENT RATE PERIOD |
CURRENT RATE |
| 7/26/10 |
M7 |
87280R207 |
Merrill Lynch |
2,100 |
$52,500,000 |
7 days |
1.56 % |
| 7/27/10 |
T28 |
87280R306 |
Merrill Lynch |
2,100 |
$52,500,000 |
28 days |
1.57 % |
AUCTION MARKET PREFERRED SHARES OVERVIEW
Auction Market Preferred Shares (AMPSSM) are utilized primarily in conjunction with the leveraging of closed-end funds. A fund “borrows” at the current AMPS rates (typically reset every 7 or 28 days) and invests the proceeds into the fund’s primary asset class. Individual investors are also able to purchase AMPS for their accounts. AMPS entitle their holders to receive cash dividends at an annual rate that may vary for the successive dividend periods. The AMPS are not listed on an exchange. Instead, investors may be able to buy or sell AMPS in an auction by submitting orders to broker-dealers that have entered into an agreement with the auction agent and the fund. Following is a more detailed description of AMPS.
• MINIMUM PURCHASE
One share minimum, $25,000 per share.
• NO SALES LOAD
There is no sales load if shares of AMPSSM are purchased or sold at auction. If shares are purchased or sold in the secondary market, purchasers may be required to pay a commission to their financial advisor.
• SECURITY RATING
Each series of Auction Market Preferred Shares "AMPSSM" is currently rated Aaa by Moody's and AAA by Fitch.
• AAA SECURITY
Each series of Auction Market Preferred Shares "AMPSSM" is rated Aaa by both Moody's and Standard & Poors Fitch <% } %>. Preferred stocks which are rated "Aaa" by Moody's are judged to be of best quality. This rating indicates good asset protection and the least risk of dividend impairment within the universe of preferred stocks.
<% } %>
• 1940 ACT COVERAGE
Under the 1940 Act, AMPSSM are backed by at least 200% of the issuing Fund's total assets.
• PRIORITY PAYMENT
As a purchaser of AMPSSM, shareholders will be paid all dividends before any payments are made to the Fund's common shareholders.
• QUALITY MANAGEMENT
The Fund issuing AMPSSM is managed by SMC Fixed Income Management, LP.
<% } %>
HOW THE AUCTION WORKS
To purchase AMPSSM at auction, advisors and their investors should first discuss an acceptable yield level. All bids must specify:
The number of shares desired ($25,000 per share)
The desired dividend rate Bids are submitted through your brokerage firm. The new dividend rate is set by the last order that completes the sell orders. Settlement is the next business day.
At auction, AMPSSM shareholders may submit one of three orders:
1. BID
Indicating the desire to purchase or hold the indicated number of AMPSSM at $25,000 per share if the applicable rate for the next rate period is not less than the rate specified in the bid. A bid order will be deemed an irrevocable offer to sell AMPSSM at $25,000 per share if the applicable rate for the next rate period is less than the rate specified in the bid.
2. HOLD ORDER
Indicating the desire to hold AMPSSM without regard to the applicable rate for the next period.
3. SELL ORDER
Indicating the desire to sell AMPSSM at $25,000 per share without regard to the applicable rate for the next period.
The following is a simplified example of how a typical auction works. Assume that the Fund has 1,000 outstanding AMPS and three current holders. The three current holders and three potential holders submit orders through broker-dealers at the auction:
| CURRENT HOLDER A | Owns 500 shares, wants to sell all 500 shares if auction rate is less than 2.1% | Bid order of 2.1% rate for all 500 shares |
| CURRENT HOLDER B | Owns 300 shares, wants to hold | Hold order-will take the auction rate |
| CURRENT HOLDER C | Owns 200 shares, wants to sell all 200 shares if auction rate is less than 1.9% | Bid order of 1.9% rate for all 200 shares |
| CURRENT HOLDER D | Wants to buy 300 shares if auction rate is 2.0% or greater | Places order to buy 300 shares at or above 2.0% |
| CURRENT HOLDER E | Wants to buy 500 shares if auction rate is 1.9% or greater | Places order to buy 500 shares at or above 1.9% |
| CURRENT HOLDER F | Wants to buy 400 shares if auction rate is 2.1% or greater | Places order to buy 400 shares at or above 2.1% |