(and the Board of Trustees of the Fund has adopted a resolution appointing [●] as the Remarketing Agent) to perform the duties set forth herein and to perform such other duties as are assigned to the Remarketing Agent herein and in the Supplement, all pursuant to the procedures set forth in the Supplement and this Agreement; WHEREAS, the Remarketing Agent is willing to assume such duties on the terms and conditions expressly set forth herein; NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, the parties hereto agree as follows: Section 1. Definitions. Capitalized terms used herein that are not otherwise defined shall have the meanings assigned to them in the Supplement. "1933 Act" means the Securities Act of 1933, as amended. "1933 Act Regulations" means the rules and regulations under the 1933 Act. "1934 Act" means the Securities Exchange Act of 1934, as amended. "1940 Act" means the Investment Company Act of 1940, as amended. "1940 Act Documents" has the meaning set forth in Section 3(b) hereof. 1 "1940 Act Regulations" means the rules and regulations under the 1940 Act. "Agreement" has the meaning set forth in the preamble. "Calculation and Paying Agent" means The Bank of New York Mellon acting pursuant to the Tender and Paying Agent Agreement or any successor thereto. "Commission" has the meaning set forth in Section 3(d) hereof. "Fund" has the meaning set forth in the preamble. "Indemnified Person" has the meaning set forth in Section 9(a) hereof. "Indemnifying Person" has the meaning set forth in Section 9(c) hereof. "Investment Adviser" has the meaning set forth in the preamble. "Losses" has the meaning set forth in Section 9(b) hereof. "MFP Shares" has the meaning set forth in the preamble. "Mode" has the meaning set forth in the Statement. "Prospectus" means the