1.	Names of Reporting Persons

 

Bank of America Corporation                                               56-0906609

 

2.	Check the Appropriate Box if a member of a Group (see instructions)

 

a.

_

b.

X

3.	SEC Use Only __________________________________________

 

4.	Source of Funds (See Instructions):  WC

 

5.	Check Box if Disclosure of Legal Proceedings Is Required pursuant to Items 2(d) or 2(e).    S

 

6.	Citizenship or Place of Organization

 

Delaware

 

7.	Sole Voting Power:

 

8.	Shared Voting Power: 500

 

9.	Sole Dispositive Power:

 

10.	Shared Dispositive Power: 500

 

 

11.	Aggregate Amount Beneficially Owned by Each Reporting Person: 500

 

12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

13.	Percent of Class Represented by Amount in Row (11): 100%

 

14.	Type of Reporting Person (See Instructions)

 

HC

 

 
 

 

1.	Names of Reporting Persons

 

Banc of America Preferred Funding Corporation       75-2939570

 

2.	Check the Appropriate Box if a member of a Group (see instructions)

 

a.

_

b.

X

3.	SEC Use Only __________________________________________

 

4.	Source of Funds (See Instructions):  WC

 

5.	Check Box if Disclosure of Legal Proceedings Is Required pursuant to Items 2(d) or 2(e).

 

6.	Citizenship or Place of Organization

 

Delaware

 

7.	Sole Voting Power:

 

8.	Shared Voting Power: 500

 

9.	Sole Dispositive Power:

 

10.	Shared Dispositive Power: 500

 

 

11.	Aggregate Amount Beneficially Owned by Each Reporting Person: 500

 

12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

13.	Percent of Class Represented by Amount in Row (11): 100%

 

14.	Type of Reporting Person (See Instructions)

 

CO

 

 

 

 

 

i.

Bank of America Corporation (“BAC”)

 

ii.

Banc of America Preferred Funding Corporation (“BAPFC”)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Item 6

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

 

 

Item 7

Material to be Filed as Exhibits

 

Exhibit	Description of Exhibit
99.1	Joint Filing Agreement
99.2	Limited Power of Attorney
99.3	Voting Trust Agreement
99.4	Registration Rights Agreement
99.5	Purchase Agreement

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exhibit	Description of Exhibit
99.1	Joint Filing Agreement
99.2	Limited Power of Attorney
99.3	Voting Trust Agreement
99.4	Registration Rights Agreement
99.5	Purchase Agreement

 

 

 

 

 

Name		Position with Bank of America Corporation		Principal Occupation
Brian T. Moynihan		Chief Executive Officer, President and Director		Chief Executive Officer and President of Bank of America Corporation
David C. Darnell		Co-Chief Operating Officer		Co-Chief Operating Officer of Bank of America Corporation
Terrence P. Laughlin		Chief Risk Officer		Chief Risk Officer of Bank of America Corporation
Gary G. Lynch		Global General Counsel and Head of Compliance and Regulatory Relations		Global General Counsel and Head of Compliance and Regulatory Relations of Bank of America Corporation
Thomas K. Montag		Co-Chief Operating Officer		Co-Chief Operating Officer of Bank of America Corporation
Bruce R. Thompson		Chief Financial Officer		Chief Financial Officer of Bank of America Corporation
Sharon L. Allen		Director		Former Chairman of Deloitte LLP
Mukesh D. Ambani1		Director		Chairman and Managing Director of Reliance Industries Ltd.
Susan S. Bies		Director		Former Member, Board of Governors of the Federal Reserve System
Jack O. Bovender, Jr.		Director		Former Chairman and Chief Executive Officer of HCA Inc.
Frank P. Bramble, Sr.		Director		Former Executive Officer, MBNA Corporation
Virgis W. Colbert		Director		Senior Advisor, MillerCoors Company
Arnold W. Donald		Director		Former Chairman and Chief Executive Officer of Merisant Co.
Charles K. Gifford		Director		Former Chairman of Bank of America Corporation
Charles O. Holliday, Jr.		Chairman of the Board		Chairman of the Board of Bank of America Corporation
Linda P. Hudson		Director		President and Chief Executive Officer of BAE Systems, Inc.
Monica C. Lozano		Director		Chief Executive Officer & Chair of the Board of ImpreMedia, LLC
Thomas J. May		Director		President and Chief Executive Officer of Northeast Utilities
Lionel L. Nowell, III		Director		Former Treasurer of PepsiCo Inc.
Donald E. Powell		Director		Former Chairman, Federal Deposit Insurance Corporation
Charles O. Rossotti		Director		Senior Advisor, The Carlyle Group
Robert W. Scully		Director		Former Member, Office of the Chairman of Morgan Stanley
R. David Yost		Director		Former Chief Executive Officer of AmerisourceBergen Corp

 

---

 

 

Name		Position with Banc of America Preferred Funding Corporation		Principal Occupation
John J. Lawlor		Director and President		Managing Director, Municipal Markets and Public Sector Banking Executive of Merrill Lynch, Pierce, Fenner & Smith, Incorporated and Bank of America, N.A.
Margaret Scopelianos		Director and Managing Director		Managing Director, Public Sector Banking Executive of Bank of America, National Association
Edward J. Sisk		Director and Managing Director		Managing Director, Public Finance Executive of Merrill Lynch, Pierce, Fenner & Smith Incorporated and Bank of America, N.A.
Edward H. Curland		Director and Managing Director		Managing Director, Municipal Markets Executive for Trading of  Merrill Lynch, Pierce, Fenner & Smith Incorporated and Bank of America, N.A.
David A. Stephens		Director and Managing Director		Managing Director, Executive for Public Finance and Public Sector Credit Products of Merrill Lynch, Pierce, Fenner & Smith Incorporated and Bank of America, N.A.
James E. Nacos		Managing Director		Managing Director, Municipal Markets Senior Trader of Merrill Lynch, Pierce, Fenner & Smith Incorporated and Bank of America, N.A.
Mona Payton		Managing Director		Managing Director, Municipal Markets Executive for Short-Term Trading of Merrill Lynch, Pierce, Fenner & Smith Incorporated and Bank of America, N.A.
Philip Fischer		Director		Managing Partner of eBooleant Consulting, LLC

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

                                                            By:  /s/  Michael Didovic              

 

 

                                                           BANC OF AMERICA PREFERRED FUNDING CORPORATION

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

THE FUND:   DREYFUS MUNICIPAL BOND INFRASTRUCTURE FUND, INC.     By: _/s/ Bradley J. Skapyak_______ Name: Bradley J. Skapyak Title: President

THE SHAREHOLDER:   BANC OF AMERICA PREFERRED FUNDING CORPORATION     By:  __/s/ Edward Curland_________ Name: Edward Curland Title: Authorized Signatory

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

9.1	Incorporation of Certain Definitions by Reference

 

 

 

 

Purchase and Transfer of the VMTP Shares

 

(a)

On the Effective Date the Purchaser will purchase 500 VMTP Shares sold on initial issuance in a transaction (which, based upon the representations of the Issuer and the Purchaser herein, is exempt from registration under the Securities Act), by payment of the Purchase Price in immediately available funds to the Issuer through the account of its agent at the Securities Depository.

 

(b)

Subject to the satisfaction of the conditions set forth in Section 3.2, on the Additional Funding Date, the Purchaser will purchase the number of VMTP Shares as set forth in a Funding Request Notice from the Issuer (without accrued dividends) in a transaction (which, based upon the representations of the Issuer and the Purchaser herein, is exempt from registration under the Securities Act), by payment of the Purchase Price in immediately available funds to the Issuer through the account of its agent at the Securities Depository; provided the Purchaser shall be under no obligation to purchase, in the aggregate, any VMTP Shares issued pursuant to this Section 2.1 in excess of 500.

 

(c)

The Purchaser agrees that it may make offers and sales of the VMTP Shares in compliance with the Securities Act and applicable state securities laws only to (1)(i) Persons that it reasonably believes are QIBs that are registered closed-end management investment companies, the shares of which are traded on a national securities exchange ("Closed-End Funds"), banks or entities that are 100% direct or indirect subsidiaries of banks' publicly traded parent holding companies (collectively, "Banks"), insurance companies or registered open-end management investment companies, in each case, pursuant to Rule 144A or another available exemption from registration under the Securities Act, in a manner not involving any public offering within the meaning of Section 4(a)(2) of the Securities Act, (ii) tender option bond trusts in which all investors are Persons that the Purchaser reasonably believes are QIBs that are Closed-End Funds, Banks, insurance companies or registered open-end management investment companies or (iii) other investors with the prior written consent of the Issuer and (2) unless the prior written consent of the Issuer and the Majority Participants has been obtained, not Dreyfus Persons if such Dreyfus Persons would, after such sale and transfer, own more than 20% of the Outstanding VMTP Shares.  Any transfer in violation of the foregoing restrictions shall be void ab initio. In connection with any transfer of the VMTP Shares, each transferee (including, in the case of a tender option bond trust, the depositor or trustee or other Person thereunder acting on behalf of such transferee) will be required to deliver to the Issuer a transferee certificate set forth as Exhibit C to this Agreement.  The foregoing restrictions on transfer shall not apply to any VMTP Shares registered under the Securities Act pursuant to the Registration Rights Agreement or any subsequent transfer of such VMTP Shares thereafter.

 

10.2

Fees

 

(a)

On the Effective Date and the Additional Funding Date (if any), the Issuer shall pay the documented fees and expenses of the Purchaser's outside counsel in connection with the negotiation and documentation of the transactions contemplated by this Agreement.

 

(b)

The Issuer shall pay the Purchaser, on the earlier of (1) the Additional Funding Date and (2) the first Business Day after November 1, 2013, a fee equal to (i) 0.25% multiplied by (ii)(x) the aggregate Liquidation Preference of the VMTP Shares issued on the date hereof minus (y) the aggregate Liquidation Preference of VMTP Shares, if any, issued on the Additional Funding Date.

 

10.3	Operating Expenses

 

 

10.4	Additional Fee for Failure to Comply with Reporting Requirement or Registration Rights Failure

 

 

 

 

11.1	Conditions to Effective Date

 

 

(a)	this Agreement shall have been duly executed and delivered by the parties hereto;

 

(b)	the VMTP Shares shall have a long-term issue credit rating of at least AA- (or its equivalent) from Fitch on the Effective Date;

 

(c)

receipt by the Purchaser of executed originals, or copies certified by a duly authorized officer of the Issuer to be in full force and effect and not otherwise amended, of all Related Documents, as in effect on the Effective Date, and officer certificates as to approvals (if any) and records, where appropriate, of corporate proceedings relating to the Issuer's entering into and performing this Agreement and the other Related Documents to which it is a party, and the transactions contemplated hereby and as to the incumbency of the authorized signatories thereto;

 

(d)	receipt by the Purchaser of opinions of counsel for the Issuer, substantially to the effect of Exhibit A;

 

(e)	except as disclosed in the Offering Memorandum, there shall not be any pending or threatened material litigation (unless such pending or threatened litigation has been determined by the Purchaser to be acceptable);

 

(f)	the fees and expenses and all other amounts payable on the Effective Date pursuant to Section 2.2(a) hereof shall have been paid;

 

(g)	the Purchaser, in its reasonable discretion, shall be satisfied that no change in law, rule or regulation (or their interpretation or administration), in each case, shall have occurred which will adversely affect the consummation of the transaction contemplated by this Agreement; and

 

(h)	there shall have been delivered to the Purchaser any additional documentation and financial information, including satisfactory responses to its due diligence inquiries, as it deems relevant.

 

 

11.2	Conditions to Additional Funding Date

 

 

(a)	each of the representations, warranties and covenants given pursuant to Articles IV, V and VI hereto shall be true, correct and enforceable as of the Additional Funding Date;

 

(b)	receipt by the Purchaser of an executed Funding Request Notice at least 10 Business Days prior to the Additional Funding Date;

 

(c)

(i) confirmation of a long-term issue credit rating of at least AA- (or its equivalent) from Fitch with respect to the VMTP Shares issued on the Effective Date shall be received and (ii) the VMTP Shares issued on the Additional Funding Date shall have a long-term issue credit rating of at least AA- (or its equivalent) from Fitch on the Additional Funding Date;

 

(d)

receipt by the Purchaser of executed originals, or copies certified by a duly authorized officer of the Issuer to be in full force and effect, of all Related Documents which have been amended subsequent to the Effective Date, if any, and officer certificates as to approvals (if any) and records, where appropriate, of corporate proceedings relating to the Issuer's entering into and performing this Agreement and the other Related Documents to which it is a party, and the transactions contemplated hereby and as to the incumbency of the authorized signatories thereto;

 

(e)	receipt by the Purchaser of opinions of counsel for the Issuer, substantially to the effect of Exhibit A;

 

(f)	except as disclosed in a supplement to the Offering Memorandum, there shall not be any pending or threatened material litigation (unless such pending or threatened litigation has been determined by the Purchaser to be acceptable);

 

(g)	the fees and expenses and all other amounts payable on the Additional Funding Date pursuant to Section 2.2(a) hereof shall have been paid;

 

(h)	the Purchaser, in its reasonable discretion, shall be satisfied that no change in law, rule or regulation (or their interpretation or administration), in each case, shall have occurred which will adversely affect the consummation of the transaction contemplated by this Agreement; and

 

(i)	there shall have been delivered to the Purchaser any additional documentation and financial information, including satisfactory responses to its due diligence inquiries, as it deems relevant.

 

 

 

 

12.1

Existence

 

 

12.2	Authorization; Contravention

 

 

12.3	Binding Effect

 

 

12.4	Financial Information

 

 

12.5	Litigation

 

 

12.6

Consents

 

 

12.7	Incorporation of Additional Representations and Warranties

 

 

12.8	Complete and Correct Information

 

 

12.9	Offering Memorandum

 

 

12.10

1940 Act Registration

 

 

12.11

Effective Leverage Ratio; Minimum Asset Coverage

 

 

 

12.12

Credit Quality

 

 

12.13

Due Diligence

 

 

12.14

Certain Fees

 

 

12.15

Eligible Assets

 

 

 

 

 

13.1

Existence

 

 

13.2	Authorization; Contravention

 

 

13.3	Binding Effect

 

 

13.4	Own Account

 

 

13.5	Litigation

 

 

13.6

Consents

 

 

13.7	Purchaser Status

 

 

13.8	Certain Transactions

 

 

13.9	Certain Fees

 

 

 

 

 

14.1	Information

 

 

(a)

as promptly as practicable after the preparation and filing thereof with the Securities and Exchange Commission, each annual and semi-annual report prepared with respect to the Issuer, which delivery may be made by means of notice of the electronic availability of any such document on a public website;

 

(b)

notice of any change (including being put on Credit Watch or Watchlist), suspension or termination in or of the ratings on the VMTP Shares by any Rating Agency (and any corresponding change in the Rating Agency Guidelines applicable to the VMTP Shares associated with any such change in the rating from any Rating Agency) or any change of a Rating Agency rating the VMTP Shares as promptly as practicable upon the occurrence thereof;

 

(c)	notice of any redemption or other repurchase of any or all of the VMTP Shares as provided in the Articles Supplementary;

 

(d)

notice of any proposed amendments to any of the Related Documents at such time as the amendments are sent to other parties whose approval is required for such amendment and in any event not less than ten (10) Business Days prior to any proposed amendment and copies of all actual amendments thereto within five (5) Business Days of being signed or, in each case, as provided in the relevant document;

 

(e)

notice of any missed, reduced or deferred dividend payment on the VMTP Shares under Section 2 of the Articles Supplementary that remains uncured for more than three (3) Business Days as soon as reasonably practicable, but in no event later than one (1) Business Day after expiration of the foregoing grace period;

 

(f)	notice of the failure to make any deposit provided for under Section 2(e)(B) of the Articles Supplementary in respect of a properly noticed redemption as soon as reasonably practicable, but in no event later than two (2) Business Days after discovery of such failure to make any such deposit;

 

(g)	notice of non-compliance with the Rating Agency Guidelines (if applicable) for more than five (5) Business Days as soon as reasonably practicable, but in no event later than one Business Day after expiration of the foregoing grace period;

 

(h)	notice of the distribution of net capital gains or ordinary income in accordance with Section 3(a) of the Articles Supplementary;

 

(i)	notice of any change to any investment adviser or sub-adviser of the Issuer within two (2) Business Days after a resignation or a notice of removal has been sent by or to any investment adviser or sub-adviser;

 

(j)	notice of any proxy solicitation as soon as reasonably practicable, but in no event later than five (5) Business Days after mailing thereof;

 

(k)

notice one (1) Business Day after the occurrence thereof of (i) the failure of the Issuer to pay the amount due on any "senior securities" (as defined under the 1940 Act) or other debt at the time outstanding, and any period of grace or cure with respect thereto shall have expired; (ii) the failure of the Issuer to pay, or admitting in writing its inability to pay, its debts generally as they become due; or (iii) the failure of the Issuer to pay accumulated dividends on any additional preferred stock ranking pari passu with the VMTP Shares, and any period of grace or cure with respect thereto shall have expired;

 

(l)

notice of a material breach of any representation, warranty or covenant of the Issuer contained in this Agreement, the Registration Rights Agreement or the Articles Supplementary, in each case, only if any officer of the Issuer has actual knowledge of such breach as soon as reasonably practicable, but in no event later than five (5) days, after knowledge of any officer of the Issuer thereof;

 

(m)

notice of any litigation, administrative proceeding or business development which may reasonably be expected to materially adversely affect the Issuer's business, properties or affairs or the ability of the Issuer to perform its obligations as set forth hereunder or under any of the Related Documents to which it is a party as soon as reasonably practicable, but in no event later than ten (10) days after knowledge of any officer of the Issuer thereof;

 

(n)

upon request of the Purchaser, copies of all certificates that the Issuer has delivered to each Rating Agency which is then rating VMTP Shares that are set forth in the respective Rating Agency Guidelines (if applicable) regarding the Minimum Asset Coverage and Basic Maintenance Amount and all related calculations at such times and containing such information as set forth in the respective Rating Agency Guidelines as soon as reasonably practicable after such certificates have been sent;

 

(o)

within fifteen (15) Business Days of the last day of each month (each a "Reporting Date"), a fact sheet including the information set forth in Exhibit D-1 to this Agreement, prepared on a basis substantially consistent with the periodic information the Investment Manager prepares for other closed-end funds and acceptable to the Purchaser;

 

(p)

within five (5) Business Days of the last day of each month, a calculation of the Effective Leverage Ratio and the Minimum Asset Coverage of the Issuer as of the last Business Day of that month since the date of the last report issued pursuant to this clause (p) (in the form set forth in Exhibit D-2 to this Agreement); and upon the failure of the Issuer to maintain Minimum Asset Coverage as provided in Section 6(a) of the Articles Supplementary or the Effective Leverage Ratio as required by Section 6(b) of the Articles Supplementary, notice of such failure as soon as possible, but in no event later than one (1) Business Day after the occurrence thereof; and

 

(q)

from time to time such additional information regarding the financial position, results of operations or prospects of the Issuer as the Purchaser may reasonably request including, without limitation, copies of all offering memorandums or other offering material with respect to the sale of any securities of the Issuer as soon as reasonably practicable, but in no event later than ten (10) days after a request.

 

 

14.2	No Amendment or Certain Other Actions Without Consent of the Purchaser

 

 

14.3	Maintenance of Existence

 

 

14.4	Tax Status of the Issuer

 

 

14.5	Payment Obligations

 

 

14.6	Compliance With Law

 

 

14.7	Maintenance of Approvals; Filings, Etc.

 

 

14.8	Inspection Rights

 

 

 

14.9	Litigation, Etc.

 

 

 

14.10

1940 Act Registration

 

 

14.11

Credit Quality

 

 

14.12

Maintenance of Effective Leverage Ratio

 

 

 

14.13

Redemption and Paying Agent

 

 

14.14

Cooperation in the Sale of the VMTP Shares

 

 

 

14.15

Use of Proceeds

 

 

14.16

Securities Depository

 

 

14.17

Future Agreements

 

 

 

 

 

 

15.1

Notices

 

 

(a)	if to the Issuer:

 

 

 

 

(b)	if to the Purchaser:

 

15.2	No Waivers

 

(a)

The obligations of the Issuer hereunder shall not in any way be modified or limited by reference to any other document, instrument or agreement (including, without limitation, the VMTP Shares or any other Related Document).  The rights of the Purchaser hereunder are separate from and in addition to any rights that any Holder or Beneficial Owner of any VMTP Share may have under the terms of such VMTP Share or any Related Document or otherwise.

 

(b)

No failure or delay by the Issuer or the Purchaser in exercising any right, power or privilege hereunder or under the VMTP Shares shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege.  No failure or delay by the Issuer or the Purchaser in exercising any right, power or privilege under or in respect of the VMTP Shares or any other Related Document shall affect the rights, powers or privileges of the Issuer or the Purchaser hereunder or shall operate as a limitation or waiver thereof.  The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

 

15.3	Expenses and Indemnification

 

(a)

The Issuer shall upon demand either, as the Purchaser may require, pay in the first instance or reimburse the Purchaser (to the extent that payments for the following items are not made under the other provisions hereof) for all reasonable out-of-pocket expenses (including reasonable fees and costs of outside counsel, and reasonable consulting, accounting, appraisal, investment banking, and similar professional fees and charges) incurred by the Purchaser in connection with the enforcement of or preservation of rights under this Agreement. The Issuer shall not be responsible under this Section 7.3(a) for the fees and costs of more than one law firm in any one jurisdiction with respect to any one proceeding or set of related proceedings for the Purchaser, unless the Purchaser shall have reasonably concluded that there are legal defenses available to it that are different from or additional to those available to the Issuer.

 

(b)

The Issuer agrees to indemnify and hold harmless the Purchaser and each other Indemnified Person of the Purchaser from and against any losses, claims, damages, liabilities and reasonable out-of-pocket expenses incurred by them (including reasonable fees and disbursements of outside counsel which are related to or arise out of (A) any material misstatements or any material statements omitted to be made in the Offering Memorandum (including any documents incorporated by reference therein) or (B) any claim by any third party relating to the offering or sale of the VMTP Shares by the Issuer or the holding of the VMTP Shares by the Purchaser (excluding in any such case clauses (A) or (B), claims, losses, liabilities or expenses arising out of or resulting from the gross negligence or willful misconduct of any Indemnified Party as determined by a court of competent jurisdiction).

 

(c)

The indemnifying party also agrees that if any indemnification sought by an Indemnified Person pursuant to this Agreement is unavailable or insufficient, for any reason, to hold harmless the Indemnified Persons of such other party in respect of any losses, claims, damages or liabilities (or actions in respect thereof), then the indemnifying party, in order to provide for just and equitable contribution, shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, liabilities, damages and expenses (or actions in respect thereof) in such proportion as is appropriate to reflect (i) the relative benefits received by the Issuer on the one hand and the Purchaser on the other hand from the actual or proposed transactions giving rise to or contemplated by this Agreement or (ii) if the allocation provided by the foregoing clause (i) is not permitted by applicable law, not only such relative benefits but also the relative fault of the Issuer on the one hand and the Purchaser on the other, in connection with the statements or omissions or alleged statements or omissions that resulted in such losses, claims, damages, liabilities or expenses (or actions in respect thereof), as well as any other relevant equitable considerations; provided that in any event the aggregate contribution of the Purchaser and their Indemnified Persons to all losses, claims, damages, liabilities and expenses with respect to which contributions are available hereunder will not exceed the amount of dividends actually received by the Purchaser from the Issuer pursuant to the proposed transactions giving rise to or contemplated by this Agreement. For purposes of determining the relative benefits to the Issuer on the one hand, and the Purchaser on the other, under the proposed transactions giving rise to or contemplated by this Agreement, such benefits shall be deemed to be in the same proportion as (i) the total value received or proposed to be received by the Issuer pursuant to the transactions, whether or not consummated bears to (ii) the dividends paid by the Issuer to the Purchaser in connection with the proposed transactions giving rise to or contemplated by this Agreement. The relative fault of the parties shall be determined by reference to, among other things, whether the actions taken or omitted to be taken in connection with the proposed transactions contemplated by this Agreement (including any misstatement of a material fact or the omission to state a material fact) relates to information supplied by the Issuer on the one hand, or the Purchaser on the other, the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such action, misstatement or alleged omission, and any other equitable considerations appropriate in the circumstances.  No person found liable for a fraudulent misrepresentation shall be entitled to contribution from any person who is not also found liable for such fraudulent misrepresentation. The indemnity, reimbursement and contribution obligations under this Agreement shall be in addition to any rights that any Indemnified Person may have at common law or otherwise.

 

(d)

If any action, suit, proceeding or investigation is commenced, as to which an Indemnified Person proposes to demand indemnification, it shall notify the indemnifying party with reasonable promptness; provided, however, that any failure by such Indemnified Person to notify the indemnifying party shall not relieve the indemnifying party from its obligations hereunder (except to the extent that the indemnifying party is materially prejudiced by such failure to promptly notify). The indemnifying party shall be entitled to assume the defense of any such action, suit, proceeding or investigation, including the employment of counsel reasonably satisfactory to the Indemnified Person. The Indemnified Person shall have the right to counsel of its own choice to represent it, but the fees and expenses of such counsel shall be at the expense of such Indemnified Person unless (i) the indemnifying party has failed promptly to assume the defense and employ counsel reasonably satisfactory to the Indemnified Person in accordance with the preceding sentence or (ii) the Indemnified Person shall have been advised by counsel that there exist actual or potential conflicting interests between the indemnifying party and such Indemnified Person, including situations in which one or more legal defenses may be available to such Indemnified Person that are different from or additional to those available to the indemnifying party; provided, however, that the indemnifying party shall not, in connection with any one such action or proceeding or separate but substantially similar actions or proceedings arising out of the same general allegations be liable for fees and expenses of more than one separate firm of attorneys at any time for all Indemnified Persons of such other party; and such counsel shall, to the extent consistent with its professional responsibilities, cooperate with the indemnifying party and any counsel designated by the indemnifying party.

 

 

(e)	Nothing in this Section 7.3 is intended to limit any party's obligations contained in other parts of this Agreement or the VMTP Shares.

 

15.4	Amendments and Waivers

 

 

15.5	Successors and Assigns

 

 

15.6	Term of this Agreement

 

 

15.7	Governing Law

 

 

 

15.8	Waiver of Jury Trial

 

 

15.9	Counterparts

 

 

15.10

Beneficiaries

 

 

15.11

Entire Agreement

 

 

15.12

Relationship to the Articles Supplementary

 

 

15.13

Confidentiality

 

 

 

15.14

Severability

 

 

15.15

Consent Rights of the Majority Participants to Certain Actions.

 

 

(a)	The termination by the Issuer of any Rating Agency or the selection of any Other Rating Agency, either in replacement for a Rating Agency or as an additional Rating Agency with respect to the VMTP Shares.

 

(b)

The Issuer issuing or suffering to exist any "senior security" (as defined in the 1940 Act as of the date hereof or, in the event such definition shall be amended, with such changes to the definition thereof as consented to by the Majority Participants) other than the VMTP Shares issued and sold pursuant to this Agreement or indebtedness for borrowed money of the Issuer, except (i) borrowings for temporary purposes in an amount not to exceed 5% of the assets of the Issuer, which borrowings are repaid within sixty (60) days, (ii) the issuance of senior securities or the incurrence of indebtedness for borrowed money, some or all of the proceeds of which will be used for the redemption or repurchase of all of the Outstanding VMTP Shares and costs incurred in connection therewith, and (iii) as may be otherwise approved or consented to by the Majority Participants, provided that if any such "senior security" is created or incurred by the Issuer it shall not require the approval of the Majority Participants if the Issuer redeems, retires or terminates such "senior security" or otherwise cures such non-compliance within five (5) Business Days of receiving notice of the existence thereof.  As disclosed in the Offering Memorandum, the Issuer's use of municipal tender option bond programs, when-issued and delayed delivery transactions, futures, option, swaps and other derivative transactions are not subject to the foregoing restrictions.

 

(c)

The Issuer (i) creating or incurring or suffering to be incurred or to exist any lien on any other funds, accounts or other property held under the Charter or the Articles Supplementary, except as permitted by the Charter or the Articles Supplementary or (ii) except for any lien for the benefit of the Custodian of the Issuer on the assets of the Issuer held by such Custodian, pledging any portfolio security to secure any senior securities or other liabilities to be incurred by the Issuer (including under any tender option bond trust of which the residual floating rate trust certificates will be owned by the Issuer) unless the securities pledged pursuant to all such pledge or other security arrangements are valued for purposes of such security arrangements in an aggregate amount not less than 70% of their aggregate market value (determined by an independent third party pricing service) for purposes of determining the value of the collateral required to be posted or otherwise provided under all such security arrangements; provided, that the required collateral value under such security arrangements shall not exceed the market value of the exposure of each secured party to the credit of the Issuer; and provided further, that it shall not require the approval of the Majority Participants if any pledge or security interest in violation of the preceding sentence is created or incurred by the Issuer and the Issuer cures such violation within five (5) Business Days of receiving notice of the existence thereof.

 

(d)	Approval of any amendment, alteration or repeal of any provision of the Charter or the Articles Supplementary, whether by merger, consolidation or otherwise, that would affect any preference, right or power of the VMTP Shares differentially from the rights of the holders of the Common Shares; or

 

(e)

Approval of any action to be taken pursuant to Section 10(j) of the Articles Supplementary (other than the issuance of additional series of Variable Rate Muni Term Preferred Shares or other Preferred Shares, the proceeds of which will be used for the redemption or repurchase of the VMTP Shares and costs incurred in connection therewith).

 

 

 

 

 

 

 

 

 

BANC OF AMERICA PREFERRED FUNDING CORPORATION

 

 

 

 

 

 

Description of VMTP Shares:

500 Dreyfus Municipal Bond Infrastructure Fund, Inc. VMTP Shares with a Liquidation Preference of $100,000 per share.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1.	All assets in the Issuer consist of "Eligible Assets", defined to consist only of the following as of the time of investment:

 

A.

Debt obligations

 

 

 

 

 

 

 

 

 

 

•

it is registered under the Securities Act;

 

•

it is offered and sold pursuant to Securities and Exchange Commission Rule 144A; 17 CFR 230.144A; or

 

•

it can be sold with reasonable promptness at a price that corresponds reasonably to its fair value.

 

 

 

•

it provides for repayment of principal and interest in any form including fixed and floating rate, zero interest, capital appreciation, discount, leases, and payment in kind; or

 

•

it is for long-term or short-term financing purposes.

 

B.

Derivatives

 

i.

Interest rate derivatives;

 

ii.

Swaps, futures, forwards, structured notes, options and swaptions related to Eligible Assets or on an index related to Eligible Assets; or

 

iii.

Credit default swaps.

 

C.

Other Assets

 

i.

Shares of other investment companies (open- or closed-end funds and ETFs) the assets of which consist entirely of Eligible Assets based on the affirmative representation of that investment company's adviser.

 

ii.

Cash.

 

iii.

Repurchase agreements on assets described in A above.

 

iv.

Taxable fixed-income securities, for the purpose of acquiring control of an issuer whose municipal bonds (a) the Issuer already owns and (b) have deteriorated or are expected shortly to deteriorate that such investment should enable the Issuer to better maximize its existing investment in such issuer, provided that the Issuer may invest no more than 0.5% of its total assets in such securities.

 

D.

Other assets, upon written agreement of all Holders of the VMTP Shares ("Holders") that such assets are eligible for purchase by the Holders.

 

2.

The Issuer shall provide, (i) within fifteen (15) Business Days of the last day of each month (each a "Reporting Date"), a fact sheet including the information set forth in Exhibit D to this Agreement, prepared on a basis substantially consistent with the periodic information the Investment Manager prepares for other closed-end funds and acceptable to the Purchaser; and (ii) within five (5) Business Days of the last day of each month, a calculation of the Effective Leverage Ratio and the Minimum Asset Coverage of the Issuer as of the last day of each month since the date of the last report issued pursuant to this subclause (ii); and upon the failure of the Issuer to maintain Minimum Asset Coverage as provided in Section 6(a) of the Articles Supplementary or the Effective Leverage Ratio as required by Section 6(b) of the Articles Supplementary, notice of such failure as soon as possible, but in no event later than one (1) Business Day after the occurrence thereof. Prior to any registration of the Series W-7 VMTP Shares under the Securities Act, a permitted transferee of such VMTP Shares will have the right to receive such information upon satisfying certain conditions.

 

3.

The Issuer has instituted policies and procedures that it believes are sufficient to ensure that each of the Issuer's investment manager and sub-investment adviser invest the Issuer's assets in a manner that complies with the representations, warranties and covenants contained in this Exhibit to the Agreement.

 

4.

The Issuer will, upon request, provide the Holder(s) and its internal and external auditors and inspectors as the Holder(s) may from time to time designate, with all reasonable assistance and access to information and records of the Issuer relevant to the Issuer's compliance with and performance of the representations, warranties and covenants contained in this Exhibit to the Agreement, but only for the purposes of internal and external audit.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

III.	IV.DMB
V. Managed Net Assets	VI.350,000,000
VII. Portfolio Market Value	VIII.345,000,000
IX. Preferred Outstanding	X.100,000,000
XI. TOB Floaters	XII.40,000,000
XIII. Total Leverage	XIV.140,000,000
XV. Defeased Preferred	XVI.0
XVII. 40 Act Coverage	XVIII.345%
XIX. Effective Leverage Ratio	XX.40.58%
XXI. Asset Coverage Minimum	XXII.225%
XXIII. Pass/Fail	XXIV.Pass
XXV. Effective Leverage Max	XXVI.50.00%
XXVII. Pass/Fail	XXVIII.Pass