Common use of License Fees Clause in Contracts

License Fees. If so provided in the Prospectus, the Depositor may enter into a Licensing Agreement (the "Agreement") with a licensor (the "Licensor") described in the Prospectus in which the Trust(s), as consideration for the licenses granted by the Licensor for the right to use its trademarks and trade names, intellectual property rights or for the use of databases and research owned by the Licensor, will pay a fee set forth in the Agreement to the applicable Licensor or the Depositor to reimburse the Depositor for payment of the expenses. If the Agreement provides for an annual license fee computed in whole or part by reference to the average daily net asset value of the Trust assets, for purpose of calculating the accrual of estimated expenses such annual fee shall accrue at a daily rate and the Trustee is authorized to compute an estimated license fee payment (i) until the Depositor has informed the Trustee that there will be no further deposits of additional Securities, by reference to an estimate of the average daily net asset value of the Trust assets which the Depositor shall provide the Trustee, (ii) thereafter and during the calendar quarter in which the last business day of the period described in clause (i) occurs, by reference to the net asset value of the Trust assets as of such last business day, and (iii) during each subsequent calendar quarter, by reference to the net asset value of the Trust assets as of the last business day of the preceding calendar quarter. The Trustee shall adjust the net asset value (Trust Fund Evaluation) as of the dates specified in the preceding sentence to account for any variation between accrual of estimated license fee and the license fee payable pursuant to the Agreement, but such adjustment shall not affect calculations made prior thereto and no adjustment shall be made in respect thereof. (17) Sections 2.05(a) and 2.05(b) are hereby amended and replaced in their entirety with the following:

License Fees. If so provided in the Prospectus, the Depositor may enter into a Licensing Agreement (the "“Agreement"”) with a licensor (the "“Licensor"”) described in the Prospectus in which the Trust(s), as consideration for the licenses granted by the Licensor for the right to use its trademarks and trade names, intellectual property rights or for the use of databases and research owned by the Licensor, will pay a fee set forth in the Agreement to the applicable Licensor or the Depositor to reimburse the Depositor for payment of the expenses. If the Agreement provides for an annual license fee computed in whole or part by reference to the average daily net asset value of the Trust assets, for purpose of calculating the accrual of estimated expenses such annual fee shall accrue at a daily rate and the Trustee is authorized to compute an estimated license fee payment (i) until the Depositor has informed the Trustee that there will be no further deposits of additional Securities, by reference to an estimate of the average daily net asset value of the Trust assets which the Depositor shall provide the Trustee, (ii) thereafter and during the calendar quarter in which the last business day of the period described in clause (i) occurs, by reference to the net asset value of the Trust assets as of such last business day, and (iii) during each subsequent calendar quarter, by reference to the net asset value of the Trust assets as of the last business day of the preceding calendar quarter. The Trustee shall adjust the net asset value (Trust Fund Evaluation) as of the dates specified in the preceding sentence to account for any variation between accrual of estimated license fee and the license fee payable pursuant to the Agreement, but such adjustment shall not affect calculations made prior thereto and no adjustment shall be made in respect thereof. (17) Sections 2.05(a) and 2.05(b) are hereby amended and replaced in their entirety with the following:

License Fees. If so provided in the Prospectus, the Depositor may enter into a Licensing Agreement (the "Agreement") with a licensor (the "Licensor") described in the Prospectus in which the Trust(s), as consideration for the licenses granted by the Licensor for the right to use its trademarks and trade names, intellectual property rights or for the use of databases and research owned by the Licensor, will pay a fee set forth in the Agreement to the applicable Licensor or the Depositor to reimburse the Depositor for payment of the expenses. If the Agreement provides for an annual license fee computed in whole or part by reference to the average daily net asset value of the Trust assets, for purpose of calculating the accrual of estimated expenses such annual fee shall accrue at a daily rate and the Trustee is authorized to compute an estimated license fee payment (i) until the Depositor has informed the Trustee that there will be no further deposits of additional Additional Securities, by reference to an estimate of the average daily net asset value of the Trust assets which the Depositor shall provide the Trustee, (ii) thereafter and during the calendar quarter in which the last business day of the period described in clause (i) occurs, by reference to the net asset value of the Trust assets as of such last business day, and (iii) during each subsequent calendar quarter, by reference to the net asset value of the Trust assets as of the last business day of the preceding calendar quarter. The Trustee shall adjust the net asset value (Trust Fund Evaluation) as of the dates specified in the preceding sentence to account for any variation between accrual of estimated license fee and the license fee payable pursuant to the Agreement, but such adjustment shall not affect calculations made prior thereto and no adjustment shall be made in respect thereof. (1732) Sections 2.05(a) and 2.05(b) are Section 3.06 is hereby amended and replaced in their entirety with by adding the following:following subsection (c):

License Fees. If so provided in the Prospectus, the Depositor may enter into a Licensing Agreement (the "Agreement") with a licensor (the "Licensor") described in the Prospectus in which the Trust(s), as consideration for the licenses granted by the Licensor for the right to use its trademarks and trade names, intellectual property rights or for the use of databases and research owned by the Licensor, will pay a fee set forth in the Agreement to the applicable Licensor or the Depositor to reimburse the Depositor for payment of the expenses. If the Agreement provides for an annual license fee computed in whole or part by reference to the average daily net asset value of the Trust assets, for purpose of calculating the accrual of estimated expenses such annual fee shall accrue at a daily rate and the Trustee is authorized to compute an estimated license fee payment (i) until the Depositor has informed the Trustee that there will be no further deposits of additional Securities, by reference to an estimate of the average daily net asset value of the Trust assets which the Depositor shall provide the Trustee, (ii) thereafter and during the calendar quarter in which the last business day of the period described in clause (i) occurs, by reference to the net asset value of the Trust assets as of such last business day, and (iii) during each subsequent calendar quarter, by reference to the net asset value of the Trust assets as of the last business day of the preceding calendar quarter. The Trustee shall adjust the net asset value (Trust Fund Evaluation) as of the dates specified in the preceding sentence to account for any variation between accrual of estimated license fee and the license fee payable pursuant to the Agreement, but such adjustment shall not affect calculations made prior thereto and no adjustment shall be made in respect thereof. (1718) Sections 2.05(aSection 2.05 (b) and 2.05(b) are hereby amended and is replaced in their its entirety with the following:

License Fees. If so provided in the Prospectus, the Depositor may enter into a Licensing Agreement (the "AgreementAGREEMENT") with a licensor (the "LicensorLICENSOR") described in the Prospectus in which the Trust(s), as consideration for the licenses granted by the Licensor for the right to use its trademarks and trade names, intellectual property rights or for the use of databases and research owned by the Licensor, will pay a fee set forth in the Agreement to the applicable Licensor or the Depositor to reimburse the Depositor for payment of the expenses. If the Agreement provides for an annual license fee computed in whole or part by reference to the average daily net asset value of the Trust assets, for purpose of calculating the accrual of estimated expenses such annual fee shall accrue at a daily rate and the Trustee is authorized to compute an estimated license fee payment (i) until the Depositor has informed the Trustee that there will be no further deposits of additional Securities, by reference to an estimate of the average daily net asset value of the Trust assets which the Depositor shall provide the Trustee, (ii) thereafter and during the calendar quarter in which the last business day of the period described in clause (i) occurs, by reference to the net asset value of the Trust assets as of such last business day, and (iii) during each subsequent calendar quarter, by reference to the net asset value of the Trust assets as of the last business day of the preceding calendar quarter. The Trustee shall adjust the net asset value (Trust Fund Evaluation) as of the dates specified in the preceding sentence to account for any variation between accrual of estimated license fee and the license fee payable pursuant to the Agreement, but such adjustment shall not affect calculations made prior thereto and no adjustment shall be made in respect thereof. (1716) Sections 2.05(aSection 2.05 (b) and 2.05(b) are hereby amended and is replaced in their its entirety with the following:

License Fees. If so provided in the Prospectus, the Depositor may enter into a Licensing Agreement (the "“Agreement"”) with a licensor (the "“Licensor"”) described in the Prospectus in which the Trust(s), as consideration for the licenses granted by the Licensor for the right to use its trademarks and trade names, intellectual property rights or for the use of databases and research owned by the Licensor, will pay a fee set forth in the Agreement to the applicable Licensor or the Depositor to reimburse the Depositor for payment of the expenses. If the Agreement provides for an annual license fee computed in whole or part by reference to the average daily net asset value of the Trust assets, for purpose of calculating the accrual of estimated expenses such annual fee shall accrue at a daily rate and the Trustee is authorized to compute an estimated license fee payment (i) until the Depositor has informed the Trustee that there will be no further deposits of additional Securities, by reference to an estimate of the average daily net asset value of the Trust assets which the Depositor shall provide the Trustee, (ii) thereafter and during the calendar quarter in which the last business day of the period described in clause (i) occurs, by reference to the net asset value of the Trust assets as of such last business day, and (iii) during each subsequent calendar quarter, by reference to the net asset value of the Trust assets as of the last business day of the preceding calendar quarter. The Trustee shall adjust the net asset value (Trust Fund Evaluation) as of the dates specified in the preceding sentence to account for any variation between accrual of estimated license fee and the license fee payable pursuant to the Agreement, but such adjustment shall not affect calculations made prior thereto and no adjustment shall be made in respect thereof. (1716) Sections 2.05(a) and 2.05(b) are hereby amended and replaced in their entirety with the following:

License Fees. If so provided in the Prospectus, the Depositor may enter into a Licensing Agreement (the "Agreement") with a licensor (the "Licensor") described in the Prospectus in which the Trust(s), as consideration for the licenses granted by the Licensor for the right to use its trademarks and trade names, intellectual property rights or for the use of databases and research owned by the Licensor, will pay a fee set forth in the Agreement to the applicable Licensor or the Depositor to reimburse the Depositor for payment of the expenses. If the Agreement provides for an annual license fee computed in whole or part by reference to the average daily net asset value of the Trust assets, for purpose of calculating the accrual of estimated expenses such annual fee shall accrue at a daily rate and the Trustee is authorized to compute an estimated license fee payment (i) until the Depositor has informed the Trustee that there will be no further deposits of additional Additional Securities, by reference to an estimate of the average daily net asset value of the Trust assets which the Depositor shall provide the Trustee, (ii) thereafter and during the calendar quarter in which the last business day of the period described in clause (i) occurs, by reference to the net asset value of the Trust assets as of such last business day, and (iii) during each subsequent calendar quarter, by reference to the net asset value of the Trust assets as of the last business day of the preceding calendar quarter. The Trustee shall adjust the net asset value (Trust Fund Evaluation) as of the dates specified in the preceding sentence to account for any variation between accrual of estimated license fee and the license fee payable pursuant to the Agreement, but such adjustment shall not affect calculations made prior thereto and no adjustment shall be made in respect thereof. (1735) Sections 2.05(a) and 2.05(b) are Section 3.06 is hereby amended and replaced in their entirety with by adding the following:following subsection (c):

License Fees. If so provided in the Prospectus, the Depositor may enter into a Licensing Agreement (the "“Agreement"”) with a licensor (the "“Licensor"”) described in the Prospectus in which the Trust(s), as consideration for the licenses granted by the Licensor for the right to use its trademarks and trade names, intellectual property rights or for the use of databases and research owned by the Licensor, will pay a fee set forth in the Agreement to the applicable Licensor or the Depositor to reimburse the Depositor for payment of the expenses. If the Agreement provides for an annual license fee computed in whole or part by reference to the average daily net asset value of the Trust assets, for purpose of calculating the accrual of estimated expenses such annual fee shall accrue at a daily rate and the Trustee is authorized to compute an estimated license fee payment (i) until the Depositor has informed the Trustee that there will be no further deposits of additional Additional Securities, by reference to an estimate of the average daily net asset value of the Trust assets which the Depositor shall provide the Trustee, (ii) thereafter and during the calendar quarter in which the last business day of the period described in clause (i) occurs, by reference to the net asset value of the Trust assets as of such last business day, and (iii) during each subsequent calendar quarter, by reference to the net asset value of the Trust assets as of the last business day of the preceding calendar quarter. The Trustee shall adjust the net asset value (Trust Fund Evaluation) as of the dates specified in the preceding sentence to account for any variation between accrual of estimated license fee and the license fee payable pursuant to the Agreement, but such adjustment shall not affect calculations made prior thereto and no adjustment shall be made in respect thereof. (1732) Sections 2.05(a) and 2.05(b) are Section 3.06 is hereby amended and replaced in their entirety with by adding the following:following subsection (c):

License Fees. If so provided in the Prospectus, the Depositor may enter into a Licensing Agreement (the "Agreement") with a licensor (the "Licensor") described in the Prospectus in which the Trust(s), as consideration for the licenses granted by the Licensor for the right to use its trademarks and trade names, intellectual property rights or for the use of databases and research owned by the Licensor, will pay a fee set forth in the Agreement to the applicable Licensor or the Depositor to reimburse the Depositor for payment of the expenses. If the Agreement provides for an annual license fee computed in whole or part by reference to the average daily net asset value of the Trust assets, for purpose of calculating the accrual of estimated expenses such annual fee shall accrue at a daily rate and the Trustee is authorized to compute an estimated license fee payment (i) until the Depositor has informed the Trustee that there will be no further deposits of additional Securities, by reference to an estimate of the average daily net asset value of the Trust assets which the Depositor shall provide the Trustee, (ii) thereafter and during the calendar quarter in which the last business day of the period described in clause (i) occurs, by reference to the net asset value of the Trust assets as of such last business day, and (iii) during each subsequent calendar quarter, by reference to the net asset value of the Trust assets as of the last business day of the preceding calendar quarter. The Trustee shall adjust the net asset value (Trust Fund Evaluation) as of the dates specified in the preceding sentence to account for any variation between accrual of estimated license fee and the license fee payable pursuant to the Agreement, but such adjustment shall not affect calculations made prior thereto and no adjustment shall be made in respect thereof. (17) Sections 2.05(a) and 2.05(b) are hereby amended and replaced in their entirety with the following:

License Fees. If so provided in the Prospectus, the Depositor may enter into a Licensing Agreement (the "AgreementAGREEMENT") with a licensor (the "LicensorLICENSOR") described in the Prospectus in which the Trust(s), as consideration for the licenses granted by the Licensor for the right to use its trademarks and trade names, intellectual property rights or for the use of databases and research owned by the Licensor, will pay a fee set forth in the Agreement to the applicable Licensor or the Depositor to reimburse the Depositor for payment of the expenses. If the Agreement provides for an annual license fee computed in whole or part by reference to the average daily net asset value of the Trust assets, for purpose of calculating the accrual of estimated expenses such annual fee shall accrue at a daily rate and the Trustee is authorized to compute an estimated license fee payment (i) until the Depositor has informed the Trustee that there will be no further deposits of additional Securities, by reference to an estimate of the average daily net asset value of the Trust assets which the Depositor shall provide the Trustee, (ii) thereafter and during the calendar quarter in which the last business day of the period described in clause (i) occurs, by reference to the net asset value of the Trust assets as of such last business day, and (iii) during each subsequent calendar quarter, by reference to the net asset value of the Trust assets as of the last business day of the preceding calendar quarter. The Trustee shall adjust the net asset value (Trust Fund Evaluation) as of the dates specified in the preceding sentence to account for any variation between accrual of estimated license fee and the license fee payable pursuant to the Agreement, but such adjustment shall not affect calculations made prior thereto and no adjustment shall be made in respect thereof. (1718) Sections 2.05(aSection 2.05 (b) and 2.05(b) are hereby amended and is replaced in their its entirety with the following:

License Fees. If so provided in Part A of the Prospectus, the Depositor may enter into a Licensing Agreement (the "Agreement") with a licensor (the "Licensor") described in the Prospectus in which the Trust(s), as consideration for the licenses granted by the Licensor for the right to use its trademarks and trademarks, trade namesnames and/or service marks, intellectual property rights or for the use of databases and research owned by the Licensor, will pay a fee set forth in the Agreement to the applicable Licensor or the Depositor to reimburse the Depositor for payment of the expenses. If the Agreement provides for an annual license fee computed in whole or part by reference to the average daily net asset value of the Trust assets, for purpose of calculating the accrual of estimated expenses such annual fee shall accrue at a daily rate and the Trustee is authorized to compute an estimated license fee payment (i) until the Depositor has informed the Trustee that there will be no further deposits of additional Securities, by reference to an estimate of the average daily net asset value of the Trust assets which the Depositor shall provide the Trustee, (ii) thereafter and during the calendar quarter in which the last business day of the period described in clause (i) occurs, by reference to the net asset value of the Trust assets as of such last business day, and (iii) during each subsequent calendar quarter, by reference to the net asset value of the Trust assets as of the last business day of the preceding calendar quarter. The Trustee shall adjust the net asset value (Trust Fund Evaluation) as of the dates specified in the preceding sentence to account for any variation between accrual of estimated license fee and the license fee payable pursuant to the Agreement, but such adjustment shall not affect calculations made prior thereto and no adjustment shall be made in respect thereof. (17h) Sections 2.05(aThe following subsection (d) and 2.05(b) are hereby amended and replaced in their entirety with the followingshall be added to Section 7.02:

License Fees. If so provided in the Prospectus, Prospectus for the Depositor may enter into Nuveen-Standard & Poor's Quality Buyback Portfolio (the "Quality Buyback Trust") and pursuant to a Licensing Agreement between Standard & Poor's Corporation ("S&P") and the Depositor (the "S&P Agreement") with a licensor (the "Licensor") described in the Prospectus in which the Trust(s), as consideration for the licenses granted by the Licensor S&P for the right to use its trademarks and trade names, intellectual property rights or names and for the use of databases and research owned by S&P, the Licensor, Quality Buyback Trust will pay a fee set forth in the Agreement to the applicable Licensor S&P or the Depositor to reimburse the Depositor for payment of the expenses. If the S&P Agreement provides for an annual license fee computed in whole or part by reference to the average daily net asset value of the Quality Buyback Trust assets, for purpose of calculating the accrual of estimated expenses such annual fee shall accrue at a daily rate and the Trustee is authorized to compute an estimated license fee payment (i) until the Depositor has informed the Trustee that there will be no further deposits of additional Securities, by reference to an estimate of the average daily net asset value of the Quality Buyback Trust assets which the Depositor shall provide the Trustee, (ii) thereafter and during the calendar quarter in which the last business day of the period described in clause (i) occurs, by reference to the net asset value of the Quality Buyback Trust assets as of such last business day, and (iii) during each subsequent calendar quarter, by reference to the net asset value of the Quality Buyback Trust assets as of the last business day of the preceding calendar quarter. The Trustee shall adjust the net asset value (Trust Fund Evaluation) as of the dates specified in the preceding sentence to account for any variation between accrual of estimated license fee and the license fee payable pursuant to the S&P Agreement, but such adjustment shall not affect calculations made prior thereto and no adjustment shall be made in respect thereof. (17i) Sections 2.05(aThe following subsection (d) shall be added to Section 7.02: (d) The Depositor may employ agents in connection with its duties under Section 3.11 and 2.05(b3.13 hereof and shall not be answerable for the default or misconduct of such agents if they shall have been selected with reasonable care. The fees of such agents shall be reimbursable to the Depositor from the Trust Fund, provided, however, that the amount of such reimbursement in any year (i) are hereby amended shall reduce the amount payable to the Depositor for such year with respect to the service in question and replaced shall not exceed the maximum amount payable to the Depositor for such service for such year and (ii) if such agent is an affiliate of the Depositor, the amount of the reimbursement, when combined with (a) all compensation received by such agent from other series of the Fund or other unit investment trusts sponsored by the Depositor or its affiliates and (b) the amount payable to the Depositor from the Trust Fund and from other series of the Fund or other unit investment trusts sponsored by the Depositor or its affiliates in their entirety respect of the service in question, shall not exceed the aggregate cost of such agent and the Depositor of providing such service. The Trustee shall pay such reimbursement against the Depositor's invoice therefor upon which the Trustee may rely as the Depositor's certification that the amount claimed complies with the followingprovisions of this paragraph. (j) Section 4.01 shall be amended to read in its entirety as follows:

License Fees. If so provided in Part A of the Prospectus, the Depositor may enter into a Licensing Agreement (the "Agreement") with a licensor (the "Licensor") described in the Prospectus in which the Trust(s), as consideration for the licenses granted by the Licensor for the right to use its trademarks and trade names, intellectual property rights or for the use of databases and research owned by the Licensor, will pay a fee set forth in the Agreement to the applicable Licensor or the Depositor to reimburse the Depositor for payment of the expenses. If the Agreement provides for an annual license fee computed in whole or part by reference to the average daily net asset value of the Trust assets, for purpose of calculating the accrual of estimated expenses such annual fee shall accrue at a daily rate and the Trustee is authorized to compute an estimated license fee payment (i) until the Depositor has informed the Trustee that there will be no further deposits of additional Securities, by reference to an estimate of the average daily net asset value of the Trust assets which the Depositor shall provide the Trustee, (ii) thereafter and during the calendar quarter in which the last business day of the period described in clause (i) occurs, by reference to the net asset value of the Trust assets as of such last business day, and (iii) during each subsequent calendar quarter, by reference to the net asset value of the Trust assets as of the last business day of the preceding calendar quarter. The Trustee shall adjust the net asset value (Trust Fund Evaluation) as of the dates specified in the preceding sentence to account for any variation between accrual of estimated license fee and the license fee payable pursuant to the Agreement, but such adjustment shall not affect calculations made prior thereto and no adjustment shall be made in respect thereof. (17h) Sections 2.05(aThe following subsection (d) and 2.05(b) are hereby amended and replaced in their entirety with the followingshall be added to Section 7.02:

License Fees. If so provided in the Prospectus, the Depositor may enter into Pursuant to a Licensing Agreement between Dow Xxxxx and Company, Inc. (the "AgreementDow Xxxxx/SM/") with a licensor and the Depositor ("The Dow agreement"), for the Nuveen-The Dow 5/SM/ and Nuveen-The Dow 10/SM/ Portfolios ("LicensorThe Dow/SM/ trusts") described in the Prospectus in which the Trust(s), as consideration for the licenses granted by the Licensor Dow Xxxxx for the right to use its trademarks and trade names, intellectual property rights or for the use of databases and research owned by the Licensor, each The Dow trust will pay a its portion of the fee set forth in the The Dow Agreement to the applicable Licensor Dow Xxxxx or the Depositor to reimburse the Depositor for payment of the expenses. If the Agreement The Dow agreement provides for an annual license fee computed in whole or in part by reference to the average daily net month-end asset value of the Trust assetsbalances for each The Dow trust, for purpose purposes of calculating the accrual of estimated expenses such annual fee shall accrue at a daily rate and the Trustee is authorized to compute an estimated license annual licensing fee payment (i) until the month- end in which the Depositor has informed the Trustee that there will be no further deposits of additional Securities, by reference to an estimate of the average daily net month-end asset value of the Trust assets balances which the Depositor shall provide the Trustee, and (ii) thereafter and during the calendar quarter in which the last business day of the period described in clause (i) occurs, by reference to the net previous month-end asset value balance of the Trust assets as of such last business day, and (iii) during each subsequent calendar quarter, by reference to the net asset value of the Trust assets as of the last business day of the preceding calendar quarterapplicable The Dow trust. The Trustee shall adjust the net asset value (Trust Fund Evaluation) as of the dates specified in the preceding sentence to account for any variation between accrual of estimated license fee fees and the license fee fees payable pursuant to the AgreementThe Dow agreement, but such adjustment shall not affect calculations made prior thereto and no adjustment shall be made in respect thereof. (17h) Sections 2.05(aThe following subsection (d) and 2.05(b) are hereby amended and replaced in their entirety with the followingshall be added to Section 7.02:

License Fees. If so provided in the Prospectus, Prospectus for the Depositor may enter into Nuveen-Standard & Poor's Quality Equity Portfolio (the "Quality Equity Trust") and pursuant to a Licensing Agreement between Standard & Poor's Corporation ("S&P") and the Depositor (the "S&P Agreement") with a licensor (the "Licensor") described in the Prospectus in which the Trust(s), as consideration for the licenses granted by the Licensor S&P for the right to use its trademarks and trade names, intellectual property rights or names and for the use of databases and research owned by S&P, the Licensor, Quality Equity Trust will pay a fee set forth in the Agreement to the applicable Licensor S&P or the Depositor to reimburse the Depositor for payment of the expenses. If the S&P Agreement provides for an annual license fee computed in whole or part by reference to the average daily net asset value of the Quality Equity Trust assets, for purpose of calculating the accrual of estimated expenses such annual fee shall accrue at a daily rate and the Trustee is authorized to compute an estimated license fee payment (i) until the Depositor has informed the Trustee that there will be no further deposits of additional Securities, by reference to an estimate of the average daily net asset value of the Quality Equity Trust assets which the Depositor shall provide the Trustee, (ii) thereafter and during the calendar quarter in which the last business day of the period described in clause (i) occurs, by reference to the net asset value of the Quality Equity Trust assets as of such last business day, and (iii) during each subsequent calendar quarter, by reference to the net asset value of the Quality Equity Trust assets as of the last business day of the preceding calendar quarter. The Trustee shall adjust the net asset value (Trust Fund Evaluation) as of the dates specified in the preceding sentence to account for any variation between accrual of estimated license fee and the license fee payable pursuant to the S&P Agreement, but such adjustment shall not affect calculations made prior thereto and no adjustment shall be made in respect thereof. If so provided in the Prospectuses for the Nuveen-The Dow 5/SM/ and Nuveen-The Dow 10/SM/ Portfolios ("The Dow/SM/ trusts") and pursuant to a Licensing Agreement between Dow Xxxxx and Company, Inc. ("Dow Xxxxx/SM/") and the Depositor ("The Dow agreement"), as consideration for the licenses granted by Dow Xxxxx for the right to use its trademarks and trade names, each The Dow trust will pay its portion of fee set forth in the Agreement to Dow Xxxxx or the Depositor to reimburse the Depositor for payment of the expenses. If The Dow agreement provides for an annual license fee computed in whole or in part by reference to the month-end asset balances for each The Dow trust, for purposes of calculating the accrual of estimated expenses such annual fee shall accrue at a daily rate and the Trustee is authorized to compute an annual licensing fee payment (i) until the month- end in which the Depositor has informed the Trustee that there will be no further deposits of additional Securities, by reference to an estimate of the month-end asset balances which the Depositor shall provide the Trustee, and (ii) thereafter by reference to the previous month-end asset balance of the applicable The Dow trust. The Trustee shall adjust the net asset value (Trust Fund Evaluation) as of the dates specified in the preceding sentence to account for any variation between accrual of estimated license fees and the license fees payable pursuant to The Dow agreement, but such adjustment shall not affect calculations made prior thereto and no adjustment shall be made in respect thereof. (17i) Sections 2.05(aThe following subsection (d) shall be added to Section 7.02: (d) The Depositor may employ agents in connection with its duties under Section 3.11 and 2.05(b3.13 hereof and shall not be answerable for the default or misconduct of such agents if they shall have been selected with reasonable care. The fees of such agents shall be reimbursable to the Depositor from the Trust Fund, provided, however, that the amount of such reimbursement in any year (i) are hereby amended shall reduce the amount payable to the Depositor for such year with respect to the service in question and replaced shall not exceed the maximum amount payable to the Depositor for such service for such year and (ii) if such agent is an affiliate of the Depositor, the amount of the reimbursement, when combined with (a) all compensation received by such agent from other series of the Fund or other unit investment trusts sponsored by the Depositor or its affiliates and (b) the amount payable to the Depositor from the Trust Fund and from other series of the Fund or other unit investment trusts sponsored by the Depositor or its affiliates in their entirety respect of the service in question, shall not exceed the aggregate cost of such agent and the Depositor of providing such service. The Trustee shall pay such reimbursement against the Depositor's invoice therefor upon which the Trustee may rely as the Depositor's certification that the amount claimed complies with the followingprovisions of this paragraph. (j) Section 4.01 shall be amended to read in its entirety as follows:

License Fees. If so provided in the Prospectus, the Depositor may enter into a Licensing Agreement (the "AgreementAGREEMENT") with a licensor (the "LicensorLICENSOR") described in the Prospectus in which the Trust(s), as consideration for the licenses granted by the Licensor for the right to use its trademarks and trade names, intellectual property rights or for the use of databases and research owned by the Licensor, will pay a fee set forth in the Agreement to the applicable Licensor or the Depositor to reimburse the Depositor for payment of the expenses. If the Agreement provides for an annual license fee computed in whole or part by reference to the average daily net asset value of the Trust assets, for purpose of calculating the accrual of estimated expenses such annual fee shall accrue at a daily rate and the Trustee is authorized to compute an estimated license fee payment (i) until the Depositor has informed the Trustee that there will be no further deposits of additional Securities, by reference to an estimate of the average daily net asset value of the Trust assets which the Depositor shall provide the Trustee, (ii) thereafter and during the calendar quarter in which the last business day of the period described in clause (i) occurs, by reference to the net asset value of the Trust assets as of such last business day, and (iii) during each subsequent calendar quarter, by reference to the net asset value of the Trust assets as of the last business day of the preceding calendar quarter. The Trustee shall adjust the net asset value (Trust Fund Evaluation) as of the dates specified in the preceding sentence to account for any variation between accrual of estimated license fee and the license fee payable pursuant to the Agreement, but such adjustment shall not affect calculations made prior thereto and no adjustment shall be made in respect thereof. This Reference Trust Agreement shall be deemed effective when executed and delivered by the Sponsor and the Trustee. (17) Sections 2.05(a) and 2.05(b) are hereby amended and replaced in their entirety with the following:

License Fees. If so provided in the Prospectus, the Depositor may enter into Pursuant to a Licensing Agreement between Dow Xxxxx and Company, Inc. (the "AgreementDow Xxxxx/SM/") with a licensor and the Depositor (the "LicensorThe Dow agreement") described in for the Prospectus in which the Trust(sNuveen-The Dow 5/SM/ and Nuveen-The Dow 10/SM/ Portfolios ("The Dow/SM/ trusts"), as consideration for the licenses granted by the Licensor Dow Xxxxx for the right to use its trademarks and trade names, intellectual property rights or for the use of databases and research owned by the Licensor, each The Dow trust will pay a fee its portion of fees set forth in the The Dow Agreement to the applicable Licensor Dow Xxxxx or the Depositor to reimburse the Depositor for payment of the expenses. If the Agreement The Dow agreement provides for an annual license fee computed in whole or in part by reference to the average daily net month-end asset value of the Trust assetsbalances for each The Dow trust, for purpose purposes of calculating the accrual of estimated expenses expenses, such annual fee shall accrue at a daily rate and the Trustee is authorized to compute an estimated license annual licensing fee payment (i) until the month- end in which the Depositor has informed the Trustee that there will be no further deposits of additional Securities, by reference to an estimate of the average daily net month-end asset value of the Trust assets balances which the Depositor shall provide the Trustee, and (ii) thereafter and during the calendar quarter in which the last business day of the period described in clause (i) occurs, by reference to the net previous month-end asset value balance of the Trust assets as of such last business day, and (iii) during each subsequent calendar quarter, by reference to the net asset value of the Trust assets as of the last business day of the preceding calendar quarterapplicable The Dow trust. The Trustee shall adjust the net asset value (Trust Fund Evaluation) as of the dates specified in the preceding sentence to account for any variation between accrual of estimated license fee fees and the license fee fees payable pursuant to the AgreementThe Dow agreement, but such adjustment shall not affect calculations made prior thereto and no adjustment shall be made in respect thereof. (17h) Sections 2.05(aThe following subsection (d) and 2.05(b) are hereby amended and replaced in their entirety with the followingshall be added to Section 7.02:

License Fees. If so provided in the Prospectus, Prospectuses for the Depositor may enter into Nuveen-The Dow 5/SM/ and Nuveen-The Dow 10/SM/ Portfolios ("The Dow/SM/ trusts") and pursuant to a Licensing Agreement between Dow Xxxxx and Company, Inc. (the "AgreementDow Xxxxx/SM/") with a licensor and the Depositor (the "LicensorThe Dow agreement") described in the Prospectus in which the Trust(s), as consideration for the licenses granted by the Licensor Dow Xxxxx for the right to use its trademarks and trade names, intellectual property rights or for the use of databases and research owned by the Licensor, each The Dow trust will pay a its portion of the fee set forth in the The Dow Agreement to the applicable Licensor Dow Xxxxx or the Depositor to reimburse the Depositor for payment of the expenses. If the Agreement The Dow agreement provides for an annual license fee computed in whole or in part by reference to the average daily net month-end asset value of the Trust assetsbalances for each The Dow trust, for purpose purposes of calculating the accrual of estimated expenses such annual fee shall accrue at a daily rate and the Trustee is authorized to compute an estimated license annual licensing fee payment (i) until the month- end in which the Depositor has informed the Trustee that there will be no further deposits of additional Securities, by reference to an estimate of the average daily net month-end asset value of the Trust assets balances which the Depositor shall provide the Trustee, and (ii) thereafter and during the calendar quarter in which the last business day of the period described in clause (i) occurs, by reference to the net previous month-end asset value balance of the Trust assets as of such last business day, and (iii) during each subsequent calendar quarter, by reference to the net asset value of the Trust assets as of the last business day of the preceding calendar quarterapplicable The Dow trust. The Trustee shall adjust the net asset value (Trust Fund Evaluation) as of the dates specified in the preceding sentence to account for any variation between accrual of estimated license fee fees and the license fee fees payable pursuant to the AgreementThe Dow agreement, but such adjustment shall not affect calculations made prior thereto and no adjustment shall be made in respect thereof. (17h) Sections 2.05(aThe following subsection (d) and 2.05(b) are hereby amended and replaced in their entirety with the followingshall be added to Section 7.02:

License Fees. If so provided in the Prospectus, the Depositor may enter into Pursuant to a Licensing Agreement between Dow Xxxxx and Company, Inc. (the "AgreementDow Xxxxx/SM/") with a licensor and the Depositor ("The Dow agreement"), for the Nuveen-The Dow 5/SM/ and Nuveen-The Dow 10/SM/ Portfolios ("LicensorThe Dow/SM/ trusts") described in the Prospectus in which the Trust(s), as consideration for the licenses granted by the Licensor Dow Xxxxx for the right to use its trademarks and trade names, intellectual property rights or for the use of databases and research owned by the Licensor, each The Dow trust will pay a fee its portion of fees set forth in the The Dow Agreement to the applicable Licensor Dow Xxxxx or the Depositor to reimburse the Depositor for payment of the expenses. If the Agreement The Dow agreement provides for an annual license fee computed in whole or in part by reference to the average daily net month-end asset value of the Trust assetsbalances for each The Dow trust, for purpose purposes of calculating the accrual of estimated expenses such annual fee shall accrue at a daily rate and the Trustee is authorized to compute an estimated license annual licensing fee payment (i) until the month- end in which the Depositor has informed the Trustee that there will be no further deposits of additional Securities, by reference to an estimate of the average daily net month-end asset value of the Trust assets balances which the Depositor shall provide the Trustee, and (ii) thereafter and during the calendar quarter in which the last business day of the period described in clause (i) occurs, by reference to the net previous month-end asset value balance of the Trust assets as of such last business day, and (iii) during each subsequent calendar quarter, by reference to the net asset value of the Trust assets as of the last business day of the preceding calendar quarterapplicable The Dow trust. The Trustee shall adjust the net asset value (Trust Fund Evaluation) as of the dates specified in the preceding sentence to account for any variation between accrual of estimated license fee fees and the license fee fees payable pursuant to the AgreementThe Dow agreement, but such adjustment shall not affect calculations made prior thereto and no adjustment shall be made in respect thereof. (17h) Sections 2.05(aThe following subsection (d) and 2.05(b) are hereby amended and replaced in their entirety with the followingshall be added to Section 7.02:

License Fees. If so provided in For the Prospectus, the Depositor may enter into Nuveen Nasdaq 100 Index Portfolio ("Nasdaq 100 Trust") and pursuant to a Licensing Agreement between the Nasdaq Stock Market, Inc. ("Nasdaq") and the Depositor (the "AgreementNasdaq") with a licensor (the "Licensor") described in the Prospectus in which the Trust(s), as consideration for the licenses granted by the Licensor Nasdaq for the right to use its trademarks and trade namesnames or service marks, intellectual property rights or for the use of databases and research owned by the Licensor, Nasdaq 100 Trust will pay a fee set forth the fees provided for in the Nasdaq Agreement to the applicable Licensor Nasdaq or the Depositor to reimburse the Depositor for payment of the expenses. If the Nasdaq Agreement provides for an annual license fee computed in whole or in part by reference to the average daily net quarter-end asset value balances of the Trust assetsNasdaq 100 Trust, for purpose purposes of calculating the accrual of estimated expenses expenses, such annual fee shall accrue at a daily rate and the Trustee is authorized to compute an estimated license annual licensing fee payment (i) until the quarter-end in which the Depositor has informed the Trustee that there will be no further deposits of additional Securities, by reference to an estimate of the average daily net quarter-end asset value of the Trust assets balances which the Depositor shall provide the Trustee, and (ii) thereafter and during the calendar quarter in which the last business day of the period described in clause (i) occurs, by reference to the net previous quarter-end asset value balance of the Trust assets as of such last business day, and (iii) during each subsequent calendar quarter, by reference to the net asset value of the Trust assets as of the last business day of the preceding calendar quarterapplicable Nasdaq 100 Trust. The Trustee shall adjust the net asset value (Trust Fund Evaluation) as of the dates specified in the preceding sentence to account for any variation between accrual of estimated license fee fees and the license fee fees payable pursuant to the Nasdaq Agreement, but such adjustment shall not affect calculations made prior thereto and no adjustment shall be made in respect thereof. Pursuant to a Licensing Agreement between Dow Xxxxx and Company Inc. ("Dow Xxxxx") and the Depositor (the "Dow Agreement"), for the Nuveen Dow Xxxxx Global Titans Index Portfolio (the "Dow Index Trust"), as consideration for the licenses granted by Dow Xxxxx for the right to use its trademarks and trade names or service marks, the Dow Index Trust will pay the fees set forth in the Dow Agreement to Dow Xxxxx or the Depositor to reimburse the Depositor for payment of the expenses. If the Dow Agreement provides for an annual license fee computed in whole or in part by reference to the quarter-end asset balances for the Dow Index Trust, for purposes of calculating the accrual of estimated expenses, such annual fee shall accrue at a daily rate and the Trustee is authorized to compute an annual licensing fee payment (i) until the quarter-end in which the Depositor has informed the Trustee that there will be no further deposits of additional Securities, by reference to an estimate of the quarter-end asset balances which the Depositor shall provide the Trustee, and (ii) thereafter by reference to the previous quarter-end asset balance of the Dow Index Trust. The Trustee shall adjust the net asset value (Trust Fund Evaluation) as of the dates specified in the preceding sentence to account for any variation between accrual of estimated license fees and the license fees payable pursuant to the Dow Agreement, but such adjustment shall not affect calculations made prior thereto and no adjustment shall be made in respect thereof. (17w) Sections 2.05(a) The following is added to the end of the first paragraph of Section 5.02. Sales of foreign securities shall be made in such manner and 2.05(bat such price as the Depositor, or its delegate, shall direct, and the Trustee shall not be liable or responsible for depreciation or loss incurred by reason of any sale made pursuant to such direction. If Securities in the Trust(s) are hereby amended sold for the payment of the Redemption Price and replaced there are excess proceeds remaining after meeting redemption requests, the Depositor or its designee may, but is not obligated to, direct the investment of such excess proceeds into any Securities included in their entirety with the following:applicable index.

License Fees. If so provided in Part A of the Prospectus, the Depositor may enter into a Licensing Agreement (the "Agreement") with a licensor (the "Licensor") described in the Prospectus in which the Trust(s), as consideration for the licenses granted by the Licensor for the right to use its trademarks and trademarks, trade namesnames and/or service marks, intellectual property rights or for the use of databases and research owned by the Licensor, will pay a fee set forth of up to 0.07% of average daily net assets calculated in accordance with the Agreement to the applicable Licensor or the Depositor to reimburse the Depositor for payment of the expenses. Any balance due on the Agreement will be borne by Nuveen. If the Agreement provides for an annual license fee computed in whole or part by reference to the average daily net asset value of the Trust assets, for purpose of calculating the accrual of estimated expenses such annual fee shall accrue at a daily rate and the Trustee is authorized to compute an estimated license fee payment (i) until the Depositor has informed the Trustee that there will be no further deposits of additional Securities, by reference to an estimate of the average daily net asset value of the Trust assets which the Depositor shall provide the Trustee, (ii) thereafter and during the calendar quarter in which the last business day of the period described in clause (i) occurs, by reference to the net asset value of the Trust assets as of such last business day, and (iii) during each subsequent calendar quarter, by reference to the net asset value of the Trust assets as of the last business day of the preceding calendar quarter. The Trustee shall adjust the net asset value (Trust Fund Evaluation) as of the dates specified in the preceding sentence to account for any variation between accrual of estimated license fee and the license fee payable pursuant to the Agreement, but such adjustment shall not affect calculations made prior thereto and no adjustment shall be made in respect thereof. (17h) Sections 2.05(aThe following subsection (d) and 2.05(b) are hereby amended and replaced in their entirety with the followingshall be added to Section 7.02:

License Fees. If so provided in the Prospectus, the Depositor may enter into Pursuant to a Licensing Agreement between Dow Xxxxx and Company Inc. ("Dow Xxxxx") and the Depositor (the "Dow Agreement") with a licensor ), for the Nuveen-Dow Xxxxx Global Titans Index Portfolio and the Nuveen-Dow Xxxxx Internet Index Portfolio (the "LicensorDow Index Trusts") described in the Prospectus in which the Trust(s), as consideration for the licenses granted by the Licensor Dow Xxxxx for the right to use its trademarks and trade namesnames or service marks, intellectual property rights or for the use of databases and research owned by the Licensor, each Dow Index Trust will pay a fee the fees set forth in the Dow Agreement to the applicable Licensor Dow Xxxxx or the Depositor to reimburse the Depositor for payment of the expenses. If the Dow Agreement provides for an annual license fee computed in whole or in part by reference to the average daily net quarter-end asset value balances of the Trust assetseach Dow Index Trust, for purpose purposes of calculating the accrual of estimated expenses expenses, such annual fee shall accrue at a daily rate and the Trustee is authorized to compute an estimated license annual licensing fee payment (i) until the quarter-end in which the Depositor has informed the Trustee that there will be no further deposits of additional Securities, by reference to an estimate of the average daily net quarter-end asset value of the Trust assets balances which the Depositor shall provide the Trustee, and (ii) thereafter and during the calendar quarter in which the last business day of the period described in clause (i) occurs, by reference to the net previous quarter-end asset value balance of the Trust assets as of such last business day, and (iii) during each subsequent calendar quarter, by reference to the net asset value of the Trust assets as of the last business day of the preceding calendar quarterapplicable Dow Index Trust. The Trustee shall adjust the net asset value (Trust Fund Evaluation) as of the dates specified in the preceding sentence to account for any variation between accrual of estimated license fee fees and the license fee fees payable pursuant to the Dow Agreement, but such adjustment shall not affect calculations made prior thereto and no adjustment shall be made in respect thereof. (17) Sections 2.05(a) and 2.05(b) are hereby amended and replaced in their entirety with the following:

License Fees. If so provided in For the Prospectus, the Depositor may enter into Nuveen Nasdaq 100 Index Portfolio ("Nasdaq 100 Trust") and pursuant to a Licensing Agreement between The Nasdaq Stock Market, Inc. ("Nasdaq") and the Depositor (the "AgreementNasdaq") with a licensor (the "Licensor") described in the Prospectus in which the Trust(s), as consideration for the licenses granted by the Licensor Nasdaq for the right to use its trademarks and trade namesnames or service marks, intellectual property rights or for the use of databases and research owned by the Licensor, Nasdaq 100 Trust will pay a fee set forth the fees provided for in the Nasdaq Agreement to the applicable Licensor Nasdaq or the Depositor to reimburse the Depositor for payment of the expenses. If the Nasdaq Agreement provides for an annual license fee computed in whole or in part by reference to the average daily net quarter-end asset value balances of the Trust assetsNasdaq 100 Trust, for purpose purposes of calculating the accrual of estimated expenses expenses, such annual fee shall accrue at a daily rate and the Trustee is authorized to compute an estimated license annual licensing fee payment (i) until the quarter-end in which the Depositor has informed the Trustee that there will be no further deposits of additional Securities, by reference to an estimate of the average daily net quarter-end asset value of the Trust assets balances which the Depositor shall provide the Trustee, and (ii) thereafter and during the calendar quarter in which the last business day of the period described in clause (i) occurs, by reference to the net previous quarter-end asset value balance of the Trust assets as of such last business day, and (iii) during each subsequent calendar quarter, by reference to the net asset value of the Trust assets as of the last business day of the preceding calendar quarterapplicable Nasdaq 100 Trust. The Trustee shall adjust the net asset value (Trust Fund Evaluation) as of the dates specified in the preceding sentence to account for any variation between accrual of estimated license fee fees and the license fee fees payable pursuant to the Nasdaq Agreement, but such adjustment shall not affect calculations made prior thereto and no adjustment shall be made in respect thereof. (17x) Sections 2.05(a) The following is added to the end of the first paragraph of Section 5.02. Sales of foreign securities shall be made in such manner and 2.05(b) at such price as the Depositor, or its delegate, shall direct, and the Trustee shall not be liable or responsible for depreciation or loss incurred by reason of any sale made pursuant to such direction. If Securities in the Trusts are hereby amended sold for the payment of the Redemption Price and replaced there are excess proceeds remaining after meeting redemption requests, the Depositor or its designee may, but is not obligated to, direct the investment of such excess proceeds into any Securities included in their entirety with the following:Nasdaq 100 Index.

License Fees. If so provided in the ProspectusProspectuses for the Nuveen Dow Xxxxx/SM/ Energy Sector Portfolio, Nuveen Dow Xxxxx/SM/ Financial Services Sector Portfolio, Nuveen Dow Xxxxx/SM/ Pharmaceutical Sector Portfolio, and Nuveen Dow Xxxxx/SM/ Technology Sector Portfolio (the Depositor may enter into "Dow/SM/ trusts") and purusant to a Licensing Agreement between Dow Xxxxx and Company, Inc. (the "AgreementDow Xxxxx/SM/") with a licensor and the Depositor (the "LicensorThe Dow agreement") described in the Prospectus in which the Trust(s), as consideration for the licenses granted by the Licensor Dow Xxxxx for the right to use its trademarks and trade names, intellectual property rights or for the use of databases and research owned by the Licensor, each Dow/SM/ trust will pay a fee its portion of fees set forth in the The Dow Agreement to the applicable Licensor Dow Xxxxx or the Depositor to reimburse the Depositor for payment of the expenses. If the The Dow Agreement provides for an annual license fee computed in whole or in part by reference to the average daily net month-end asset value of the Trust assetsbalances for each Dow/SM/ trust, for purpose purposes of calculating the accrual of estimated expenses expenses, such annual fee shall accrue at a daily rate and the Trustee is authorized to compute an estimated license annual licensing fee payment (i) until the month-end in which the Depositor has informed the Trustee that there will be no further deposits of additional Securities, by reference to an estimate of the average daily net month-end asset value of the Trust assets balances which the Depositor shall provide the Trustee, and (ii) thereafter and during the calendar quarter in which the last business day of the period described in clause (i) occurs, by reference to the net previous month-end asset value balance of the Trust assets as of such last business day, and (iii) during each subsequent calendar quarter, by reference to the net asset value of the Trust assets as of the last business day of the preceding calendar quarterapplicable Dow/SM/trust. The Trustee shall adjust the net asset value (Trust Fund Evaluation) as of the dates specified in the preceding sentence to account for any variation between accrual of estimated license fee fees and the license fee fees payable pursuant to the The Dow Agreement, but such adjustment shall not affect calculations made prior thereto and no adjustment shall be made in respect thereof. (17h) Sections 2.05(aThe following subsection (d) shall be added to Section 7.02: (d) The Depositor may employ agents in connection with its duties under Section 3.11 and 2.05(b3.13 hereof and shall not be answerable for the default or misconduct of such agents if they shall have been selected with reasonable care. The fees of such agents shall be reimbursable to the Depositor from the Trust Fund, provided, however, that the amount of such reimbursement in any year (i) are hereby amended shall reduce the amount payable to the Depositor for such year with respect to the service in question and replaced shall not exceed the maximum amount payable to the Depositor for such service for such year and (ii) if such agent is an affiliate of the Depositor, the amount of the reimbursement, when combined with (a) all compensation received by such agent from other series of the Fund or other unit investment trusts sponsored by the Depositor or its affiliates and (b) the amount payable to the Depositor from the Trust Fund and from other series of the Fund or other unit investment trusts sponsored by the Depositor or its affiliates in their entirety respect of the service in question, shall not exceed the aggregate cost of such agent and the Depositor of providing such service. The Trustee shall pay such reimbursement against the Depositor's invoice therefor upon which the Trustee may rely as the Depositor's certification that the amount claimed complies with the followingprovisions of this paragraph. (i) Section 4.01 shall be amended to read in its entirety as follows:

License Fees. If so provided in the Prospectus, the Depositor may enter into a Licensing Agreement (the "Agreement") with a licensor (the "Licensor") described in the Prospectus in which the Trust(s)a Trust Fund, as consideration for the licenses granted by the Licensor for the right to use its trademarks and trademarks, trade namesnames and/or service marks, intellectual property rights or for the use of databases and research owned by the Licensor, will pay a fee set forth in the Agreement to the applicable Licensor or the Depositor to reimburse the Depositor for payment of the expenses. If the Agreement provides for an annual license fee computed in whole or part by reference to the average daily net asset value of the Trust Fund assets, for purpose purposes of calculating the accrual of estimated expenses such annual fee shall accrue at a daily rate and the Trustee is authorized to compute an estimated license fee payment (ia) until the Depositor has informed the Trustee that there will be no further deposits of additional Securities, by reference to an estimate of the average daily net asset value of the Trust Fund assets which the Depositor shall provide the Trustee, (iib) thereafter and during the calendar quarter in which the last business day of the period described in clause (ia) occurs, by reference to the net asset value of the Trust Fund assets as of such last business day, and (iiic) during each subsequent calendar quarter, by reference to the net asset value of the Trust Fund assets as of the last business day of the preceding calendar quarter. The Trustee shall adjust the net asset value (Trust Fund Evaluation) as of the dates specified in the preceding sentence to account for any variation between accrual of estimated license fee fees and the license fee fees payable pursuant to the Agreement, but such adjustment shall not affect calculations made prior thereto and no adjustment shall be made in respect thereof. (17) Sections 2.05(a) and 2.05(b) are hereby amended and replaced in their entirety with the following:

License Fees. If so provided in the Prospectus, the Depositor may enter into a Licensing Agreement (the "Agreement") with a licensor (the "Licensor") described in the Prospectus in which the Trust(sTrust Fund(s), as consideration for the licenses granted by the Licensor for the right to use its trademarks and trademarks, trade namesnames and/or service marks, intellectual property rights or for the use of databases and research owned by the Licensor, will pay a fee set forth in the Agreement to the applicable Licensor or the Depositor to reimburse the Depositor for payment of the expenses. If the Agreement provides for an annual license fee computed in whole or part by reference to the average daily net asset value of the Trust Fund assets, for purpose of calculating the accrual of estimated expenses such annual fee shall accrue at a daily rate and the Trustee is authorized to compute an estimated license fee payment (i) until the Depositor has informed the Trustee that there will be no further deposits of additional Securities, by reference to an estimate of the average daily net asset value of the Trust Fund assets which the Depositor shall provide the Trustee, (ii) thereafter and during the calendar quarter in which the last business day of the period described in clause (i) occurs, by reference to the net asset value of the Trust Fund assets as of such last business day, and (iii) during each subsequent calendar quarter, by reference to the net asset value of the Trust Fund assets as of the last business day of the preceding calendar quarter. The Trustee shall adjust the net asset value (Trust Fund Evaluation) as of the dates specified in the preceding sentence to account for any variation between accrual of estimated license fee and the license fee payable pursuant to the Agreement, but such adjustment shall not affect calculations made prior thereto and no adjustment shall be made in respect thereof. (17) Sections 2.05(a) and 2.05(b) are hereby amended and replaced in their entirety with the following:

License Fees. If so provided in the Prospectus, the Depositor may enter into a Licensing Agreement (the "AgreementAGREEMENT") with a licensor (the "LicensorLICENSOR") described in the Prospectus in which the Trust(s), as consideration for the licenses granted by the Licensor for the right to use its trademarks and trade names, intellectual property rights or for the use of databases and research owned by the Licensor, will pay a fee set forth in the Agreement to the applicable Licensor or the Depositor to reimburse the Depositor for payment of the expenses. If the Agreement provides for an annual license fee computed in whole or part by reference to the average daily net asset value of the Trust assets, for purpose of calculating the accrual of estimated expenses such annual fee shall accrue at a daily rate and the Trustee is authorized to compute an estimated license fee payment (i) until the Depositor has informed the Trustee that there will be no further deposits of additional Securities, by reference to an estimate of the average daily net asset value of the Trust assets which the Depositor shall provide the Trustee, (ii) thereafter and during the calendar quarter in which the last business day of the period described in clause (i) occurs, by reference to the net asset value of the Trust assets as of such last business day, and (iii) during each subsequent calendar quarter, by reference to the net asset value of the Trust assets as of the last business day of the preceding calendar quarter. The Trustee shall adjust the net asset value (Trust Fund Evaluation) as of the dates specified in the preceding sentence to account for any variation between accrual of estimated license fee and the license fee payable pursuant to the Agreement, but such adjustment shall not affect calculations made prior thereto and no adjustment shall be made in respect thereof. (1716) Sections 2.05(aSection 2.05 (b) and 2.05(b) are hereby amended and is replaced in their its entirety with the following:

License Fees. If so provided in the Prospectus, the Depositor may enter into Pursuant to a Licensing Agreement between Xxxxx X. Xxxxxxx ("Xxxxxxx") and the Depositor (the "Xxxxxxx Agreement") with a licensor ), for the Nuveen Legacy 15-Month Portfolio, March 2000 and the Nuveen Legacy Five-Year Portfolio, March 2000 (the "LicensorTrusts") described in the Prospectus in which the Trust(s), as consideration for the licenses granted by the Licensor Xx. Xxxxxxx for the right to use its trademarks and trade names, her intellectual property rights or for relating to the use of databases and research owned by the LicensorLegacy Portfolio concept, each Trust will pay a fee the fees set forth in the Xxxxxxx Agreement to the applicable Licensor Xx. Xxxxxxx or the Depositor to reimburse the Depositor for payment of the expenses. If the Xxxxxxx Agreement provides for an annual license fee computed in whole or in part by reference to the average daily net quarter-end asset value of the Trust assetsbalances for each Trust, for purpose purposes of calculating the accrual of estimated expenses expenses, such annual fee shall accrue at a daily rate and the Trustee is authorized to compute an estimated license annual licensing fee payment (i) until the quarter-end in which the Depositor has informed the Trustee that there will be no further deposits of additional Securities, by reference to an estimate of the average daily net quarter-end asset value of the Trust assets balances which the Depositor shall provide the Trustee, and (ii) thereafter and during the calendar quarter in which the last business day of the period described in clause (i) occurs, by reference to the net previous quarter-end asset value balance of the Trust assets as of such last business day, and (iii) during each subsequent calendar quarter, by reference to the net asset value of the Trust assets as of the last business day of the preceding calendar quarterapplicable Trust. The Trustee shall adjust the net asset value (Trust Fund Evaluation) as of the dates specified in the preceding sentence to account for any variation between accrual of estimated license fee fees and the license fee fees payable pursuant to the Xxxxxxx Agreement, but such adjustment shall not affect calculations made prior thereto and no adjustment shall be made in respect thereof. (17h) Sections 2.05(aThe following subsection (d) and 2.05(b) are hereby amended and replaced in their entirety with the followingshall be added to Section 7.02:

License Fees. If so provided in the Prospectus, the Depositor may enter into a Licensing Agreement (the "Agreement"" ) with a licensor (the "Licensor"" ) described in the Prospectus in which the Trust(s), as consideration for the licenses granted by the Licensor for the right to use its trademarks and trade names, intellectual property rights or for the use of databases and research owned by the Licensor, will pay a fee set forth in the Agreement to the applicable Licensor or the Depositor to reimburse the Depositor for payment of the expenses. If the Agreement provides for an annual license fee computed in whole or part by reference to the average daily net asset value of the Trust assets, for purpose of calculating the accrual of estimated expenses such annual fee shall accrue at a daily rate and the Trustee is authorized to compute an estimated license fee payment (i) until the Depositor has informed the Trustee that there will be no further deposits of additional Securities, by reference to an estimate of the average daily net asset value of the Trust assets which the Depositor shall provide the Trustee, (ii) thereafter and during the calendar quarter in which the last business day of the period described in clause (i) occurs, by reference to the net asset value of the Trust assets as of such last business day, and (iii) during each subsequent calendar quarter, by reference to the net asset value of the Trust assets as of the last business day of the preceding calendar quarter. The Trustee shall adjust the net asset value (Trust Fund Evaluation) as of the dates specified in the preceding sentence to account for any variation between accrual of estimated license fee and the license fee payable pursuant to the Agreement, but such adjustment shall not affect calculations made prior thereto and no adjustment shall be made in respect thereof. (17) Sections 2.05(a) and 2.05(b) are hereby amended and replaced in their entirety with the following:

License Fees. If so provided in the Prospectus, the Depositor may enter into Pursuant to a Licensing Agreement between FORTUNE Magazine ("FORTUNE"), a division of Time Inc. and the Depositor (the "FORTUNE Agreement") with a licensor (the "Licensor") described in the Prospectus in which the Trust(s), as consideration for the licenses granted by the Licensor FORTUNE for the right to use its trademarks and trade names, intellectual property rights or names and/or service marks and for the use of databases and research certain data owned by FORTUNE, the Licensor, Nuveen-FORTUNE America's Most Admired Companies Portfolio (the "FORTUNE Companies Trust") will pay a fee set forth in the FORTUNE Agreement to the applicable Licensor FORTUNE or the Depositor to reimburse the Depositor for payment of the expenses. If the FORTUNE Agreement provides for an annual license fee computed in whole or part by reference to the average daily net asset value of the FORTUNE Companies Trust assets, for purpose of calculating the accrual of estimated expenses such annual fee shall accrue at a daily rate and the Trustee is authorized to compute an estimated license fee payment (i) until the Depositor has informed the Trustee that there will be no further deposits of additional Securities, by reference to an estimate of the average daily net asset value of the FORTUNE Companies Trust assets which the Depositor shall provide the Trustee, (ii) thereafter and during the calendar quarter in which the last business day of the period described in clause (i) occurs, by reference to the net asset value of the FORTUNE Companies Trust assets as of such last business day, and (iii) during each subsequent calendar quarter, by reference to the net asset value of the FORTUNE Companies Trust assets as of the last business day of the preceding calendar quarter. The Trustee shall adjust the net asset value (Trust Fund Evaluation) as of the dates specified in the preceding sentence to account for any variation between accrual of estimated license fee and the license fee payable pursuant to the FORTUNE Agreement, but such adjustment shall not affect calculations made prior thereto and no adjustment shall be made in respect thereof. (17) Sections 2.05(a) and 2.05(b) are hereby amended and replaced in their entirety with the following:

License Fees. If so provided in the Prospectus, the Depositor may enter into a Licensing Agreement (the "AgreementAGREEMENT") with a licensor (the "LicensorLICENSOR") described in the Prospectus in which the Trust(s), as consideration for the licenses granted by the Licensor for the right to use its trademarks and trade names, intellectual property rights or for the use of databases and research owned by the Licensor, will pay a fee of seven basis points (0.07%) calculated in the manner set forth in the Agreement to the applicable Licensor Xxxx Xxxxx & Company, Inc. or the Depositor to reimburse the Depositor for payment of the expenses for the Xxxxx Forgotten Forty Portfolio, 2003 Series. For the Growth and Value Plus Portfolio, 2003 Series, the Trust(s) will pay a fee of seven basis points (0.07%) calculated in the manner set forth in the Agreement to Xxxx Xxxxx & Company, Inc. or the Depositor for the assets invested in accordance with the Xxxxx strategy, and two basis points (0.02%) calculated in the manner set forth in the Agreement to Dow Xxxxx or the Depositor to reimburse the Depositor for payment of expenses. If the Agreement provides for an annual license fee computed in whole or part by reference to the average daily net asset value of the Trust assets, for purpose of calculating the accrual of estimated expenses such annual fee shall accrue at a daily rate and the Trustee is authorized to compute an estimated license fee payment (i) until the Depositor has informed the Trustee that there will be no further deposits of additional Securities, by reference to an estimate of the average daily net asset value of the Trust assets which the Depositor shall provide the Trustee, (ii) thereafter and during the calendar quarter in which the last business day of the period described in clause (i) occurs, by reference to the net asset value of the Trust assets as of such last business day, and (iii) during each subsequent calendar quarter, by reference to the net asset value of the Trust assets as of the last business day of the preceding calendar quarter. The Trustee shall adjust the net asset value (Trust Fund Evaluation) as of the dates specified in the preceding sentence to account for any variation between accrual of estimated license fee and the license fee payable pursuant to the Agreement, but such adjustment shall not affect calculations made prior thereto and no adjustment shall be made in respect thereof. (1716) Sections 2.05(aSection 2.05 (b) and 2.05(b) are hereby amended and is replaced in their its entirety with the following:

License Fees. If so provided in the Prospectus, the Depositor may enter into Pursuant to a Licensing Agreement between FORTUNE Magazine ("Fortune"), a division of Time Inc. and the Depositor (the "Fortune Agreement") with a licensor (the "Licensor") described in the Prospectus in which the Trust(s), as consideration for the licenses granted by the Licensor Fortune for the right to use its trademarks and trade names, intellectual property rights or names and/or service marks and for the use of databases and research certain data owned by Fortune, the Licensor, Nuveen - FORTUNE America's Most Admired Companies Portfolio (the "FORTUNE Companies Trust") will pay a fee set forth in the Fortune Agreement to the applicable Licensor Fortune or the Depositor to reimburse the Depositor for payment of the expenses. If the Fortune Agreement provides for an annual license fee computed in whole or part by reference to the average daily net asset value of the FORTUNE Companies Trust assets, for purpose purposes of calculating the accrual of estimated expenses such annual fee shall accrue at a daily rate and the Trustee is authorized to compute an estimated license fee payment (i) until the Depositor has informed the Trustee that there will be no further deposits of additional Securities, by reference to an estimate of the average daily net asset value of the FORTUNE Companies Trust assets which the Depositor shall provide the Trustee, (ii) thereafter and during the calendar quarter in which the last business day of the period described in clause (i) occurs, by reference to the net asset value of the FORTUNE Companies Trust assets as of such last business day, and (iii) during each subsequent calendar quarter, by reference to the net asset value of the FORTUNE Companies Trust assets as of the last business day of the preceding calendar quarter. The Trustee shall adjust the net asset value (Trust Fund Evaluation) as of the dates specified in the preceding sentence to account for any variation between accrual of estimated license fee and the license fee payable pursuant to the Fortune Agreement, but such adjustment shall not affect calculations made prior thereto and no adjustment shall be made in respect thereof. (17h) Sections 2.05(aThe following subsection (d) and 2.05(b) are hereby amended and replaced in their entirety with the followingshall be added to Section 7.02:

License Fees. If so provided in For the Prospectus, the Depositor may enter into Nuveen Nasdaq 100 Index Portfolio ("Nasdaq 100 Trust") and pursuant to a Licensing Agreement between The Nasdaq Stock Market, Inc. ("Nasdaq") and the Depositor (the "Nasdaq Agreement") with a licensor (the "Licensor") described in the Prospectus in which the Trust(s), as consideration for the licenses granted by the Licensor Nasdaq for the right to use its trademarks and trade namesnames or service marks, intellectual property rights or for the use of databases and research owned by the Licensor, Nasdaq 100 Trust will pay a fee set forth the fees provided for in the Nasdaq Agreement to the applicable Licensor Nasdaq or the Depositor to reimburse the Depositor for payment of the expenses. If the Nasdaq Agreement provides for an annual license fee computed in whole or in part by reference to the average daily net quarter-end asset value balances of the Trust assetsNasdaq 100 Trust, for purpose purposes of calculating the accrual of estimated expenses expenses, such annual fee shall accrue at a daily rate and the Trustee is authorized to compute an estimated license annual licensing fee payment (i) until the quarter-end in which the Depositor has informed the Trustee that there will be no further deposits of additional Securities, by reference to an estimate of the average daily net quarter-end asset value of the Trust assets balances which the Depositor shall provide the Trustee, and (ii) thereafter and during the calendar quarter in which the last business day of the period described in clause (i) occurs, by reference to the net previous quarter-end asset value balance of the Trust assets as of such last business day, and (iii) during each subsequent calendar quarter, by reference to the net asset value of the Trust assets as of the last business day of the preceding calendar quarterapplicable Nasdaq 100 Trust. The Trustee shall adjust the net asset value (Trust Fund Evaluation) as of the dates specified in the preceding sentence to account for any variation between accrual of estimated license fee fees and the license fee fees payable pursuant to the Nasdaq Agreement, but such adjustment shall not affect calculations made prior thereto and no adjustment shall be made in respect thereof. (17t) Sections 2.05(a) and 2.05(b) are hereby amended and replaced in their entirety with The following is added to the following:end of the first paragraph of Section 5.