<DOCUMENT>
<TYPE>EX-99.K4
<SEQUENCE>7
<FILENAME>c82676a1exv99wk4.txt
<DESCRIPTION>FORM OF AUCTION AGENCY AGREEMENT
<TEXT>
<PAGE>
                                                                     EXHIBIT k.4

                        CALAMOS AUCTION AGENCY AGREEMENT

                     BASIC TERMS FOR ACTING AS AUCTION AGENT

                                   RELATING TO

                    AUCTION RATE CUMULATIVE PREFERRED SHARES

                                 July 31, 2003



<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                               PAGE


<S>                                                                                                             <C>
1.       DEFINITIONS AND RULES OF CONSTRUCTION...................................................................1
         1.1      Terms Defined by Reference to Statement........................................................1
         1.2      Terms Defined Herein...........................................................................1
         1.3      Rules of Construction..........................................................................2

2.       THE AUCTION.............................................................................................2
         2.1      Purpose; Incorporation by Reference of Auction Procedures and Settlement Procedures............2
         2.2      Preparation of Each Auction; Maintenance of Registry of Beneficial Owners......................3
         2.3      Information Concerning Rates...................................................................5
         2.4      Auction Schedule...............................................................................6
         2.5      Designation of Dividend Period.................................................................7
         2.6      Notice of Auction Results......................................................................8
         2.7      Broker-Dealers.................................................................................8
         2.8      Ownership of Preferred Shares..................................................................9
         2.9      Access to and Maintenance of Auction Records...................................................9
         2.10     Dividend and Redemption Price Deposit..........................................................9

3.       THE AUCTION AGENT AS DIVIDEND AND REDEMPTION PRICE DISBURSING AGENT....................................10

4.       THE AUCTION AGENT AS TRANSFER AGENT AND REGISTRAR......................................................10
         4.1      Issue of Share Certificates...................................................................10
         4.2      Registration of Transfer of Shares............................................................10
         4.3      Removal of Legend on Restricted Shares........................................................10
         4.4      Lost Share Certificates.......................................................................10
         4.5      Disposition of Canceled Certificates; Record Retention........................................11
         4.6      Share Transfer Books..........................................................................11
         4.7      Return of Funds...............................................................................11

5.       REPRESENTATIONS AND WARRANTIES OF THE FUND.............................................................11

6.       THE AUCTION AGENT......................................................................................12
         6.1      Duties and Responsibilities...................................................................12
         6.2      Rights of the Auction Agent...................................................................13
         6.3      Auction Agent's Disclaimer....................................................................14
         6.4      Compensation, Expenses and Indemnification....................................................14

7.       MISCELLANEOUS..........................................................................................14
         7.1      Term of Agreement.............................................................................14
         7.2      Force Majeure.................................................................................15
         7.3      Communications................................................................................15
         7.4      Entire Agreement..............................................................................16
         7.5      Benefits......................................................................................16
</TABLE>


                                       i
<PAGE>

<TABLE>

<S>                                                                                                             <C>
         7.6      Amendment; Waiver.............................................................................16
         7.7      Successors and Assigns........................................................................16
         7.8      Severability..................................................................................16
         7.9      Execution in Counterparts.....................................................................16
         7.10     Governing Law.................................................................................16
</TABLE>

                                    EXHIBITS

EXHIBIT A  -  Form of Broker-Dealer Agreement
EXHIBIT B  -  Settlement Procedures
EXHIBIT C  -  Form of Notice of Auction Dates
EXHIBIT D  -  Form of Notice of Proposed Designation of Special Dividend Period
EXHIBIT E  -  Form of Notice of Designation of Special Dividend Period
EXHIBIT F  -  Form of Notice of Determination Not to Designate Special Dividend
              Period


                                      ii
<PAGE>


         These basic terms ("Basic Terms") set forth the general terms and
conditions pursuant to which a bank or trust company identified in a Request and
Acceptance Letter will act as auction agent (an "Auction Agent") for Preferred
Shares issued by an investment company registered under the Investment Company
Act of 1940, as amended, as further identified by such Request and Acceptance
Letter (a "Fund"), for which Calamos Asset Management, Inc. is the investment
adviser.

         The Fund proposes to issue shares of Preferred Shares pursuant to its
Declaration of Trust, as amended or supplemented by the Statement. The Fund
desires that the Auction Agent perform certain duties in connection with the
Preferred Shares upon the terms and subject to the conditions of the Agreement.

1.       Definitions and Rules of Construction

         1.1      Terms Defined by Reference to Statement. Capitalized terms not
                  defined herein shall have the respective meanings specified in
                  the Statement.

         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)      "Adviser" shall mean Calamos Asset Management, Inc.

                  (b)      "Agent Member" of any Person shall mean the member
                           of, or participant in, the Securities Depository.

                  (c)      "Agreement" shall mean the Basic Terms, together with
                           the Request and Acceptance Letter relating to one or
                           more series of Preferred Shares.

                  (d)      "Auction" shall have the meaning specified in Section
                           2.1 hereof.

                  (e)      "Auction Procedures" shall mean the auction
                           procedures constituting Part II of the Statement.

                  (f)      "Authorized Officer" shall mean each Vice President,
                           Assistant Vice President and Assistant Treasurer of
                           the Auction Agent assigned to the Dealing and Trading
                           Group of its Corporate Trust and Division and every
                           other officer or employee of the Auction Agent
                           designated as an "Authorized Officer" for purposes
                           hereof in a written communication to the Fund.

                  (g)      "Broker-Dealer Agreement" shall mean each agreement
                           between the Auction Agent and a Broker-Dealer
                           substantially in the form attached hereto as Exhibit
                           A.

                  (h)      "Fund Officer" shall mean the officers of the Fund.


<PAGE>

                  (i)      "Person" means and includes an individual, a
                           partnership, a corporation, a trust, an
                           unincorporated association, a joint venture or other
                           entity or a government or any agency or political
                           subdivision thereof.

                  (j)      "Preferred Shares" shall mean the Preferred Shares,
                           no par value, of the Fund designated as its "_______"
                           and bearing such further designation as to series as
                           the Board of Trustees of the Fund or any committee
                           thereof shall specify; as set forth in the Request
                           and Acceptance Letter.

                  (k)      "Request and Acceptance Letter" shall mean the letter
                           from the Fund to the Auction Agent pursuant to which
                           the Fund appoints the Auction Agent and the Auction
                           Agent accepts its appointment as auction agent for
                           the Preferred Shares.

                  (l)      "Settlement Procedures" shall mean the Settlement
                           Procedures attached hereto as Exhibit B.

                  (m)      "Statement" shall mean the Statement of Preferences
                           of Preferred Shares, and authorizing the issuance of,
                           one or more series of Preferred Shares, a copy of
                           which is attached to the Request and Acceptance
                           Letter, as the same may be amended, supplemented or
                           modified 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.

2.       The Auction

         2.1      Purpose; Incorporation by Reference of Auction Procedures and
                  Settlement Procedures.

                  (a)      The Statement provides that the Applicable Rate per
                           annum for each series of Preferred Shares for each
                           Dividend Period after the initial Dividend Period
                           with respect to each series of Preferred Shares
                           shall, except under certain conditions, be equal to
                           the rate per annum that a bank or trust



                                       2
<PAGE>

                           company appointed by the Fund advises has resulted on
                           the Business Day preceding the first day of such
                           Dividend Period from implementation of the Auction
                           Procedures for such series. Each periodic operation
                           of the Auction Procedures is hereinafter referred to
                           as an "Auction." The Board of Trustees has adopted a
                           resolution appointing The Bank of New York as Auction
                           Agent for purposes of the Auction Procedures for each
                           series of the Preferred Shares. 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 each series of Preferred Shares
                           for each 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 any series of Preferred Shares, the Fund
                           shall provide the Auction Agent with a list of the
                           Broker-Dealers. Not later than seven days prior to
                           any Auction Date for any series of Preferred Shares
                           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 of any series
                           of Preferred Shares pursuant to Section 4 of Part I
                           of the Statement, 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, upon the written request of the
                           Auction Agent, the Fund shall provide the Auction
                           Agent with a list of the Broker-Dealers for such
                           series. 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.


                  (b)      In the event that any Auction Date for any series of
                           Preferred Shares shall be changed after the Auction
                           Agent shall have given the notice referred to in
                           clause (vi) or (vii) 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 for such series not later than
                           the earlier of 9:15 A.M. on the new Auction Date or
                           9:15 A.M. on the original Auction Date.

                                       3
<PAGE>

                  (c)      (i) The Auction Agent shall maintain a registry of
                           the beneficial owners of the shares of each series of
                           Preferred Shares who shall constitute Existing
                           Holders of shares of such series of Preferred Shares
                           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 shares of such
                           series of Preferred Shares. The Auction Agent shall
                           keep such registry current and accurate based on
                           information provided to it by Broker-Dealers. The
                           Fund shall provide or cause to be provided to the
                           Auction Agent at or prior to the Date of Original
                           Issue of each series of Preferred Shares a list of
                           the initial Existing Holders of the shares of each
                           such series, 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 may rely upon, as
                           conclusive evidence of the identities of the Existing
                           Holders of shares of any series of Preferred Shares,
                           (A) such list, (B) the results of Auctions (C)
                           notices from any Broker-Dealer as described in the
                           first sentence of Section 2.2(c)(iii) hereof and (D)
                           the results of any procedures approved by the Fund
                           that have been devised for the purpose of determining
                           the identities of Existing Holders in situations
                           where shares of Preferred Shares may have been
                           transferred without compliance with any restriction
                           on the transfer thereof set forth in the Auction
                           Procedures.

                           (ii)     In the event of any partial redemption of
                                    any series of Preferred Shares, the Auction
                                    Agent shall, at least two Business Days
                                    prior to the next Auction for such series,
                                    request each Broker-Dealer to provide the
                                    Auction Agent with a list of Persons who
                                    such Broker-Dealer believes should remain
                                    Existing Holders after such redemption based
                                    upon inquiries of those Persons such
                                    Broker-Dealer believes are Beneficial Owners
                                    as a result of the most recent Auction and
                                    with respect to each such Person, the number
                                    of shares of Preferred Shares of such series
                                    such Broker-Dealer believes are owned by
                                    such Person after such redemption. In the
                                    absence of receiving any such information
                                    from any Broker-Dealer, the Auction Agent
                                    may continue to treat the Persons listed in
                                    its registry of Existing Holders as the
                                    beneficial owner of the number of shares of
                                    Preferred Shares of such series shown in
                                    such registry.

                           (iii)    The Auction Agent shall be required to
                                    register a transfer of shares of Preferred
                                    Shares of any series from an Existing Holder
                                    of such shares of Preferred Shares only if
                                    such transfer is to another Existing Holder,
                                    or other Person if permitted by the Fund,
                                    and only if such transfer is made (A)
                                    pursuant to an Auction, (B) the Auction
                                    Agent has been notified in writing (I) in a
                                    notice



                                       4
<PAGE>

                                    substantially in the form of Exhibit C to
                                    the Broker-Dealer Agreements by a
                                    Broker-Dealer of such transfer or (II) in a
                                    notice substantially in the form of Exhibit
                                    D to the Broker-Dealer Agreements by the
                                    Broker-Dealer of any Existing Holder, or
                                    other Person if permitted by the Fund, that
                                    purchased or sold such shares of Preferred
                                    Shares in an Auction of the failure of such
                                    shares of Preferred Shares to be transferred
                                    as a result of such Auction or (C) pursuant
                                    to procedures approved by the Fund that have
                                    been devised for the purpose of determining
                                    the identities of Existing Holders in
                                    situations where shares of Preferred Shares
                                    may have been transferred without compliance
                                    with any restriction on the transfer thereof
                                    set forth in the Auction Procedures. 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.

                  (d)      The Auction Agent may, but shall not be obligated to,
                           request the Broker-Dealers, as set forth in the
                           Broker-Dealer Agreements, to provide the Auction
                           Agent with a list of Persons who such Broker-Dealer
                           believes should be Existing Holders based upon
                           inquiries of those Persons such Broker-Dealer
                           believes are Beneficial Owners as a result of the
                           most recent Auction and with respect to each such
                           Person, the number of shares of such series of
                           Preferred Shares such Broker-Dealer believes to be
                           owned by such Person. The Auction Agent shall keep
                           confidential such registry of Existing Holders and
                           shall not disclose the identities of the Existing
                           Holders of such shares of Preferred Shares to any
                           Person other than the Fund and the Broker-Dealer that
                           provided such information; provided, however, that
                           the Auction Agent reserves the right and is
                           authorized to disclose any such information if (a) it
                           is ordered to do so by a court of competent
                           jurisdiction or a regulatory body, judicial or
                           quasi-judicial agency or authority having the
                           authority to compel such disclosure, (b) it is
                           advised by its counsel that its failure to do so
                           would be unlawful or (c) failure to do so would
                           expose the Auction Agent to loss, liability, claim,
                           damage or expense for which it has not received
                           indemnity or security satisfactory to it.

         2.3      Information Concerning Rates.

                  (a)      On each Auction Date, the Auction Agent shall
                           determine the AA Financial Commercial Paper Rate or
                           the Treasury Index Rate, as the case may be, and the
                           Maximum Rate. If the AA Financial Commercial Paper
                           Rate or the Treasury Index Rate, as the case may be,
                           is not quoted on an interest basis, if the rate
                           obtained by the Auction Agent is quoted on a discount
                           basis, or if the rate obtained by the Auction Agent
                           is quoted on another 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. Not later than 9:30 A.M. on each Auction
                           Date the Auction Agent shall




                                       5
<PAGE>

                           notify the Fund and the Broker-Dealers of the Maximum
                           Rate so determined and the AA Financial Commercial
                           Paper Rate or the Treasury Index Rate, as the case
                           may be, used to make such determination.

                  (b)      If any AA Financial 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 Financial Commercial Paper Rate, the Auction Agent
                           shall promptly 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.

                  (c)      If any Treasury Index 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
                           promptly notify the Fund so that the Fund can
                           determine whether to select a Substitute U.S.
                           Government Securities Dealer or Substitute U.S.
                           Government Securities Dealers to provide the
                           quotation or quotations not being supplied by any
                           U.S. Government Securities Dealers. The Fund shall
                           promptly advise the Auction Agent of any such
                           selection.

                  (d)      In the case of a Dividend Default, the Applicable
                           Rate for each Dividend Period commencing during a
                           Default Period will be equal to the Default Rate.

         2.4      Auction Schedule. The Auction Agent shall conduct Auctions for
                  each series of Preferred Shares 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 or delayed. 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.

<TABLE>
<CAPTION>
                        Time                                        Event
                  -------------------            ---------------------------------------
                  <S>                            <C>
                  By 9:30 A.M.                   Auction Agent advises the Fund and Broker-Dealers
                                                 of the applicable Maximum Rate and the AA Financial
                                                 Commercial Paper Rate used in determining such
                                                 Maximum Rate as set forth in Section 2.3(a) hereof.

                  9:30 A.M. - 1:00 P.M.          Auction Agent assembles information communicated
                                                 to it by Broker-Dealers as provided in Section 2(a)
                                                 of the Auction
</TABLE>



                                                 6
<PAGE>

<TABLE>
<CAPTION>
                        Time                                        Event
                  -------------------            ---------------------------------------
                  <S>                            <C>
                                                 Procedures. Submission Deadline is 1:00 P.M.

                  Not earlier than 1:00 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 shares of
                                                 Preferred Shares 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.
</TABLE>

The Auction Agent shall follow the notification procedures set forth in
paragraph (a) of the Settlement Procedures.

         2.5      Designation of Dividend Period.

                  (a)      The Statement provides that the Fund will designate
                           the duration of subsequent Dividend Periods;
                           provided, however, that no such designation is
                           necessary for a Standard Dividend Period; provided,
                           however, that any designation of a Special Rate
                           Period shall be effective only if (i) notice thereof
                           shall have been given as provided herein, (ii) any
                           failure to pay in a timely manner to the Auction
                           Agent the full amount of any dividend on, or the
                           redemption price of, the Preferred Shares shall have
                           been cured, (iii) Sufficient Clearing Bids shall have
                           existed in an Auction held on the Auction Date
                           immediately preceding the first day of such proposed
                           Dividend Period other than a Standard Dividend
                           Period, and (iv) if the Fund shall have mailed a
                           Notice of Redemption with respect to any shares, the
                           Redemption Price with respect to such shares shall
                           have been deposited with the Paying Agent.

                  (b)      Pursuant to the Statement, the Fund may, at its
                           option, designate a Special Dividend Period for any
                           series of Preferred Shares in the manner described


                                       7
<PAGE>
                           below and in Section 4 of Part I of the Statement. If
                           the Fund proposes to designate any succeeding Special
                           Dividend Period the Fund shall deliver to the Auction
                           Agent:
                           (i)      A notice of such proposed Special Dividend
                                    Period in the form of Exhibit D hereto not
                                    less than 7 (or 2 in the event the duration
                                    of the Dividend Period is fewer than 8 days)
                                    nor more than 30 Business Days prior to the
                                    first day of such proposed Special Dividend
                                    Period. The Auction Agent on behalf of the
                                    Fund shall deliver such notice by First
                                    Class Mail or by facsimile to each Existing
                                    Holder of shares of such series of Preferred
                                    Shares at the address or facsimile number
                                    set forth for such Existing Holder in the
                                    records of the Auction Agent and to the
                                    Broker-Dealers for such series as promptly
                                    as practicable after its receipt of such
                                    notice from the Fund.

                           (ii)     A notice in the form of Exhibit E or 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, of either (x) its determination,
                                    subject to certain conditions, to proceed
                                    with such Special Dividend Period, in which
                                    case the Fund shall specify the terms of the
                                    Specific Redemption Provisions, if any, or
                                    (y) its determination not to proceed with
                                    such Special Dividend Period in which latter
                                    event the succeeding Dividend Period shall
                                    be a Standard Dividend Period. The Auction
                                    Agent shall promptly deliver such notice to
                                    the Broker-Dealers, but in no event later
                                    than 3:00 P.M. on the date of such notice.

                           (iii)    If the Fund fails to deliver either such
                                    notice with respect to any designation of
                                    any proposed Special Dividend Period to the
                                    Auction Agent by 11:00 A.M., New York City
                                    time, on the second Business Day next
                                    preceding the first day of such proposed
                                    Special Dividend Period, the Fund shall be
                                    deemed to have delivered a notice to the
                                    Auction Agent with respect to such Dividend
                                    Period to the effect that it has determined
                                    not to proceed with the designation of a
                                    Special Dividend Period, thereby resulting
                                    in a Standard Dividend Period.

         2.6      Notice of Auction Results. On each Auction Date for any series
                  of Preferred Shares, the Auction Agent shall notify
                  Broker-Dealers of the results of the Auction held on such date
                  by telephone (or by other electronic means acceptable to the
                  parties) as set forth in paragraph (a) of the Settlement
                  Procedures.

         2.7      Broker-Dealers.

                  (a)      Not later than 12:00 Noon on each Auction Date for
                           any series of Preferred Shares, the Fund shall pay to
                           the Auction Agent an amount in cash equal to the
                           aggregate fees payable to the Broker-Dealers for such



                                       8
<PAGE>

                           series pursuant to Section 2.6 of the Broker-Dealer
                           Agreement for such series. The Auction Agent shall
                           apply such moneys as set forth in Section 2.6 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 in
                           writing by the Fund.

                  (d)      Subject to the Auction Agent's having consented to
                           the selection of the relevant Broker-Dealer pursuant
                           to Section 2.7(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 series of Preferred
                           Shares to which such Broker-Dealer Agreement relates.

         2.8      Ownership of Preferred Shares. The Fund shall notify the
                  Auction Agent if the Fund or any affiliate of the Fund
                  acquires any shares of Preferred Shares of any series. Neither
                  the Fund nor any affiliate of the Fund shall submit any Order
                  in any Auction for Preferred Shares, 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 2.8, 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 2.8.

         2.9      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, at no cost to the Auction Agent,
                  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 an 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.

         2.10     Dividend and Redemption Price Deposit. The Fund shall pay to
                  the Auction Agent, not later than 12:00 noon, New York City
                  time, on each Dividend Payment Date for any series of
                  Preferred Shares, an aggregate amount of immediately available
                  funds equal to the dividends to be paid on such Dividend
                  Payment Date. The Fund will deposit with the Auction Agent
                  funds sufficient to redeem the specified number of Preferred
                  Shares with respect to a redemption required under
                  subparagraph (a)(ii) of Section 3 of the Statement, by 1:00
                  P.M., New York City



                                       9
<PAGE>

                  time, of the Business Day immediately preceding the Mandatory
                  Redemption Date.

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 shares of Preferred Shares of any series (i) on each
Dividend Payment Date for such series, dividends on the shares of Preferred
Shares of such series, (ii) on any date fixed for redemption of shares of
Preferred Shares of any series, the Redemption Price of any shares of such
series 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 Dividend Period for any series of Preferred
Shares to be paid by the Auction Agent to the Holders of such shares of such
series will be determined by the Fund as set forth in Section 2 of Part I of the
Statement with respect to such series. The Redemption Price of any shares 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 Statement with respect to such series. The
Fund shall notify the Auction Agent in writing of a decision to redeem shares of
any series of Preferred Shares as provided in paragraph (b) of Section 3 of Part
I of the Statement. 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
Statement to be stated in the notice of redemption required to be mailed by the
Auction Agent to such Holders.

4.       The Auction Agent as Transfer Agent and Registrar

         4.1      Issue of Share Certificates. Upon the Date of Original Issue
                  of each series of Preferred Shares, one certificate
                  representing all of the shares of each series 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. Shares of each series of
                  Preferred Shares 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 shares of any series of Preferred Shares
                  indicating restrictions on transfer shall be accompanied by an
                  opinion of counsel stating that such legends may be removed
                  and such shares 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 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

                                       10
<PAGE>

                  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.

         4.5      Disposition of Canceled Certificates; Record Retention. The
                  Auction Agent shall retain all share 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. 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 is
                  acting as the transfer agent for any series of Preferred
                  Shares pursuant to this Agreement, it shall maintain a share
                  transfer book containing a list of the Holders of the shares
                  of each series of Preferred Shares, the number of shares of
                  each series held by such Holders and the address of each
                  Holder based upon information provided to it by
                  Broker-Dealers. 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; provided, however,
                  that the Auction Agent, in its capacity as transfer agent,
                  reserves the right and is authorized to disclose any such
                  information if (a) it is ordered to do so by a court of
                  competent jurisdiction or a regulatory body, judicial or
                  quasi-judicial agency or authority having the authority to
                  compel such disclosure, (b) it is advised by its counsel that
                  its failure to do so would be unlawful or (c) failure to do so
                  would expose the Auction Agent to loss, liability, claim,
                  damage or expense for which it has not received indemnity or
                  security satisfactory to it.

         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 shares of Preferred Shares of any
                  series, that remain unpaid after 90 days shall be repaid to
                  the Fund upon the written request of the Fund.

5.       Representations and Warranties of the Fund

         The Fund represents and warrants to the Auction Agent that:

                  (a)      the Fund is a duly organized and existing business
                           trust in good standing under the laws of the State of
                           Delaware and has full corporate power or all
                           requisite power to execute and deliver the Agreement
                           and to authorize, create and issue the shares of
                           Preferred Shares of each series and the

                                       11
<PAGE>

                           shares of Preferred Shares of each series when
                           issued, will be duly authorized, validly issued,
                           fully paid and nonassessable;

                  (b)      the Agreement has been duly and validly authorized,
                           executed and delivered by the Fund and constitutes
                           the legal, valid and binding obligation of the Fund;

                  (c)      the form of the certificate evidencing the shares of
                           Preferred Shares of each series complies or will
                           comply with all applicable laws of the State of
                           Delaware;

                  (d)      when issued, the shares of Preferred Shares of each
                           series will have been duly registered under the
                           Securities Act of 1933, as amended, and no further
                           action by or before any governmental body or
                           authority of the United States or of any state
                           thereof is required in connection with the execution
                           and delivery of the Agreement or will have been
                           required in connection with the issuance of the
                           shares of Preferred Shares of each series; and

                  (e)      the execution and delivery of the Agreement and the
                           issuance and delivery of the shares of Preferred
                           Shares of each series do not and will not conflict
                           with, violate or result in a breach of, the terms,
                           conditions or provisions of, or constitute a default
                           under, the Agreement and Declaration of Trust (as
                           amended by one or more Statements) or the By-Laws of
                           the Fund, any law or regulation, any order or decree
                           of any court or public authority having jurisdiction,
                           or any mortgage, indenture, contract, agreement or
                           undertaking to which the Fund is a party or by which
                           it is bound the effect of which conflict, violation,
                           default or breach would be material to the Fund or
                           the Fund and its subsidiaries taken as a whole.

6.       The Auction Agent

         6.1      Duties and Responsibilities.

                  (a)      The Auction Agent is acting solely as non-fiduciary
                           agent for the Fund hereunder and owes no duties,
                           fiduciary or otherwise, 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 willful misconduct 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



                                       12
<PAGE>

                           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 shares of Preferred
                           Shares of any series, that remain with the Auction
                           Agent after 90 days shall be repaid to the Fund as
                           provided in Section 4.7 hereof.

         6.2      Rights of the Auction Agent.

                  (a)      The Auction Agent may conclusively 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 in good
                           faith 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 and the
                           reasonable 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 or negligence on the part of any agent
                           or attorney appointed by it with due care hereunder.

                  (e)      The Auction Agent shall not be responsible or liable
                           for any failure or delay in the performance of its
                           obligations under this agreement arising out of or
                           caused, directly or indirectly, by circumstances
                           beyond its reasonable control, including, without
                           limitation, acts of God; earthquakes; fires, floods;
                           wars; civil or military disturbances; sabotage; act
                           of terrorism; epidemics; riots; interruptions, loss
                           or malfunctions of utilities; computer (hardware or
                           software) or communications services; accidents;
                           labor disputes; acts of civil or military authority
                           or governmental actions; it being understood that the
                           Auction Agent shall use reasonable efforts which are
                           consistent with accepted practices in the banking
                           industry to resume performance as soon as practicable
                           under the circumstances.



                                       13
<PAGE>

                  (f)      In no event shall the Auction Agent be responsible or
                           liable for special, indirect or consequential loss or
                           damage of any kind whatsoever (including, but not
                           limited to, loss of profit), even if the Auction
                           Agent has been advised of the likelihood of such loss
                           or damage and regardless of the form of action.

         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 that the Auction Agent hereby represents that this
                  Agreement has been duly authorized, executed and delivered by
                  the Auction Agent and (if and when signed and delivered by the
                  Fund) constitutes a legal and binding obligation of the
                  Auction Agent), the Preferred Shares, or any other document
                  related to the Preferred Shares.

         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 Agreement in such amounts as may be
                           agreed to by the Fund and the Auction Agent from time
                           to time.

                  (b)      The Fund shall reimburse the Auction Agent upon its
                           request for all reasonable out-of-pocket 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 willful
                           misconduct.

                  (c)      The Fund shall indemnify the Auction Agent for and
                           hold it harmless against, any loss, liability or
                           expense incurred without gross negligence or willful
                           misconduct 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.

7.       Miscellaneous

         7.1      Term of Agreement.

                  (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, 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 45
                           days after the giving of such notice or (ii) the date
                           on




                                       14
<PAGE>


                           which a successor Auction Agent 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 2.9 and 4.5 hereof shall survive the
                           termination hereof with respect to any Series of
                           Preferred Shares. Upon termination of this Agreement,
                           the Auction Agent shall, at the Fund's request,
                           promptly deliver to the Fund copies of all books and
                           records maintained by it in connection with its
                           duties hereunder.

         7.2      Force Majeure. Neither party to this Agreement shall be
                  responsible or liable for any failure or delay in the
                  performance of its obligations under this Agreement arising
                  out of or caused, directly or indirectly, by circumstances
                  beyond its reasonable control, including, without limitation,
                  acts of God; earthquakes; fires; floods; wars; civil or
                  military disturbances; sabotage; epidemics; riots;
                  interruptions, loss or malfunctions or utilities; computer
                  (hardware or software) or communications services; accidents;
                  labor disputes; acts of civil or military authority or
                  governmental actions; it being understood that the parties
                  shall use reasonable efforts which are consistent with
                  accepted practices in the banking industry to resume
                  performance as soon as practicable under the circumstances.

         7.3      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 Fund, addressed:

                  [Name of Fund]
                  1111 East Warrenville Road
                  Naperville, Illinois  60563-1493

                  Attention:  James S. Hamman, Jr.

                  Telephone No.:  (630) 245-7296

                  If to the Auction Agent, to the address or telecopy number set
                  forth in the Request and Acceptance Letter.


                                       15
<PAGE>

or to such other address as the party to whom the communication is addressed
shall have previously communicated in writing to the other party. Communications
shall be given on behalf of the Fund by a Fund Officer and on behalf of the
Auction Agent by an Authorized Officer. Communications shall be effective when
received at the proper address.

         7.4      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 relating to the subject matter hereof
                  except for agreements relating to compensation of the Auction
                  Agent. This Agreement supersedes all prior agreements between
                  the parties relating to the subject matter of this Agreement.

         7.5      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.

         7.6      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.

                  (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.

         7.7      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.

         7.8      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.


                                       16
<PAGE>

                                                                       EXHIBIT A

                             BROKER-DEALER AGREEMENT

                            [INTENTIONALLY OMITTED]

                                       A-1

<PAGE>




                                                                       EXHIBIT B

                              SETTLEMENT PROCEDURES

                            [INTENTIONALLY OMITTED]

                                       B-1

<PAGE>




                                                                       EXHIBIT C


                                 [NAME OF FUND]
        NOTICE OF AUCTION DATE FOR PREFERRED SHARES ("Preferred Shares")

         NOTICE IS HEREBY GIVEN that the Auction Date of the next Auction for
the Preferred Shares Series ___ of the [Name of Fund] (the "Fund") is scheduled
to be ____________ and the next Dividend Payment Date for Series ____ of the
Fund's Preferred Shares will be _______________.

Dated:                                  [Name of Fund]
      -----------------

                                       C-1
<PAGE>




                                                                       EXHIBIT D


                                 [NAME OF FUND]
                        NOTICE OF PROPOSED DESIGNATION OF
                           SPECIAL DIVIDEND PERIOD FOR
                      PREFERRED SHARES ("Preferred Shares")

         NOTICE IS HEREBY GIVEN that [Name of Fund] (the "Fund") proposes to
exercise its option to designate the Dividend Period of its Series __ Preferred
Shares commencing [the first day of the proposed Special Dividend Period] and
ending [the last day of the proposed Special Dividend Period] as a Special
Dividend Period and the Maximum Rate for such Special Dividend Period is
proposed to be ___________.

         By 3:00 P.M., New York City time, on the second Business Day next
preceding the first day of such proposed Special Dividend Period, the Fund will
notify the Auction Agent for the Preferred Shares 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, or
(b) its determination not to exercise such option.

Dated:                                  [Name of Fund]
      ---------------------


                                       D-1


<PAGE>


                                                                       EXHIBIT E


                                 [NAME OF FUND]
               NOTICE OF DESIGNATION OF SPECIAL DIVIDEND PERIOD OF
                      PREFERRED SHARES ("Preferred Shares")

         NOTICE IS HEREBY GIVEN that [Name of Fund] (the "Fund") has determined
to designate the Dividend Period of its Series __ Preferred Shares commencing on
[the first day of the Special Dividend Period] and ending on [the last 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].

         The scheduled Dividend Payment Dates for such series of Preferred
Shares during such Special Dividend Period will be ____________________.

         [Specific Redemption Provisions, if applicable.]

         [The Special Dividend Period shall not commence if on such Auction Date
Sufficient Clearing Bids shall not exist.]

Dated:                                [Name of Fund]
      -----------------------

                                       E-1

<PAGE>



                                                                       EXHIBIT F


                                 [NAME OF FUND]
                    NOTICE OF DETERMINATION NOT TO DESIGNATE
                           SPECIAL DIVIDEND PERIOD OF
                      PREFERRED SHARES ("Preferred Shares")

NOTICE IS HEREBY GIVEN that [Name of Fund] (the "Fund") has determined not to
exercise its option to designate a Special Dividend Period of its Series __
Preferred Shares Accordingly, the next succeeding Dividend Period of such series
will be a Standard Dividend Period.

Dated:                                  [Name of Fund]
      -----------------

                                       F-1




</TEXT>
</DOCUMENT>
