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Exhibit K.4
NUVEEN BROKER-DEALER AGREEMENT
Basic Terms for Acting as a Broker-Dealer
December 14, 1993
These basic terms ("Basic Terms") set forth the general terms
and conditions pursuant to which a broker-dealer identified in an Acceptance
Letter (together with its successors and assigns, a "BD") will act as a
broker-dealer for Municipal Auction Rate Cumulative Preferred Stock or Shares
issued by investment companies, now or hereafter organized, registered under the
Investment Company Act of 1940, as amended, as further identified by the Request
Letters (the "Funds"), for which Nuveen Advisory Corp. (the "Adviser") is the
investment adviser.
Each Fund has issued or may issue shares of MuniPreferred(R),
pursuant to its Articles of Incorporation or Declaration of Trust, as amended or
supplemented by the Statement of such Fund. A bank or trust company specified in
the Request Letter will act as the auction agent (the "Auction Agent") of such
Fund pursuant to authority granted it in the Auction Agency Agreement.
The Statement of each Fund will provide that, for each
Subsequent Rate Period of any series of MuniPreferred of such Fund then
outstanding, the Applicable Rate for such series for such Subsequent Rate Period
shall, except under certain conditions, be the rate per annum that the Auction
Agent of such Fund advises results from implementation of the Auction Procedures
for such series. The Board of Directors or Board of Trustees, as the case may
be, of each Fund will adopt a resolution appointing the Auction Agent as auction
agent for purposes of the Auction Procedures for each series of MuniPreferred of
such Fund.
The Auction Procedures of each Fund will require the
participation of one or more Broker-Dealers for each series of MuniPreferred of
such Fund. BD will act as a Broker-Dealer for each series of MuniPreferred of
each Fund identified in a Request Letter.
1. Definitions and Rules of Construction.
1.1. Terms Defined by Reference to Statement.
Capitalized terms not defined herein shall have the respective
meanings specified in the Statement of the relevant Fund.
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1.2. Terms Defined Herein.
As used herein and in the Settlement Procedures, the following
terms shall have the following meanings, unless the context otherwise requires:
(a) "Acceptance Letter" shall mean the letter from Adviser to
BD pursuant to which the Adviser appoints BD as a Broker Dealer for
each series of MuniPreferred issued by any Fund that has executed a
Request Letter.
(b) "Agreement", with respect to any Fund, shall mean the
Basic Terms, together with the Acceptance Letter and the Request Letter
relating to one or more series of MuniPreferred of such Fund and any
other substantially similar agreement among such Fund, the Adviser, any
Auction Agent for such Fund and/or BD.
(c) "Auction" shall have the meaning specified in Section 2.1
hereof.
(d) "Auction Agency Agreement", with respect to any Fund,
shall mean the Auction Agency Agreement between such Fund and the
Auction Agent relating to one or more series of MuniPreferred of such
Fund.
(e) "Auction Procedures", with respect to any Fund, shall mean
the auction procedures constituting Part II of the form of Statement of
such Fund as of the filing thereof.
(f) "Authorized Officer" of an Auction Agent shall mean each
Senior Vice President, Vice President, Assistant Vice President,
Assistant Treasurer and Assistant Secretary of such Auction Agent
assigned to its Corporate Trust and Agency Group and every other
officer or employee of such Auction Agent designated as an "Authorized
Officer" for purposes of the Agreement in a communication to BD.
(g) "BD Officer" shall mean each officer or employee of BD
designated as a "BD Officer" for purposes of the Agreement in a
communication to any Auction Agent.
(h) "MuniPreferred" shall mean the preferred stock or shares,
par value $.01 per share, of any Fund designated as its "Municipal
Auction Rate Cumulative Preferred Stock" or "Municipal Auction Rate
Cumulative Preferred Shares" and bearing such further designation as to
series as the Board of Directors or Board of Trustees, as the case may
be, of such Fund or any committee thereof shall specify, as set forth
in a Request Letter.
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(i) "Request Letter", with respect to any Fund, shall mean the
letter from such Fund to the Adviser and the Auction Agent for such
Fund pursuant to which such Fund appoints BD as a Broker-Dealer for
each series of MuniPreferred of such Fund.
(j) "Settlement Procedures" shall mean the Settlement
Procedures attached hereto as Exhibit A.
(k) "Statement", with respect to any Fund, shall mean the
Statement Establishing and Fixing the Rights and Preferences of, and
authorizing the issuance of, one or more series of Municipal Auction
Rate Cumulative Preferred Stock or Municipal Auction Rate Cumulative
Preferred Shares, as filed by such Fund with the office of the
Secretary of State or other officer of the state where such Fund was
incorporated or organized, a copy of which will be attached to the
Request Letter of such Fund.
1.3. Rules of Construction.
Unless the context or use indicates another or different
meaning or intent, the following rules shall apply to the construction of each
Agreement:
(a) Words importing the singular number shall include the
plural number and vice versa.
(b) The captions and headings herein are solely for
convenience of reference and shall not constitute a part of such
Agreement nor shall they affect its meaning, construction or effect.
(c) The words "hereof", "herein", "hereto", and other words of
similar import refer to such Agreement as a whole.
(d) All references herein to a particular time of day shall be
to New York City time.
2. The Auction.
2.1. Purpose; Incorporation by Reference of Auction
Procedures and Settlement Procedures.
(a) The provisions of the Auction Procedures of any Fund will
be followed by the Auction Agent of such Fund for the purpose of determining the
Applicable Rate for any Subsequent Rate Period of any series of MuniPreferred of
such Fund for which the Applicable
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Rate is to be determined by an Auction. Each periodic operation of such
procedures is hereinafter referred to as an "Auction."
(b) All of the provisions contained in the Auction Procedures
and the Settlement Procedures are incorporated herein by reference in their
entirety and shall be deemed to be a part hereof to the same extent as if such
provisions were fully set forth herein.
(c) BD agrees to act as, and assumes the obligations of, and
limitations and restrictions placed upon, a Broker-Dealer under each Agreement
for each series of MuniPreferred. BD understands that other Persons meeting the
requirements specified in the definition of "Broker-Dealer" contained in the
Auction Procedures may execute Agreements and participate as Broker-Dealers in
Auctions.
2.2. Preparation for Each Auction.
(a) Not later than 9:30 A.M. on each Auction Date for any
series of MuniPreferred, the Auction Agent for such series shall advise the
Broker-Dealers for such series by telephone of the Maximum Rate therefor and the
Reference Rate(s) and Treasury Note Rate(s), as the case may be, used in
determining such Maximum Rate.
(b) In the event that any Auction Date for any series of
MuniPreferred shall be changed after the Auction Agent for such series has given
the notice referred to in clause (vi) of paragraph (a) of the Settlement
Procedures, or after the notice referred to in Section 2.5(a) hereof, if
applicable, such Auction Agent, by such means as such Auction Agent deems
practicable, shall give notice of such change to BD, if it is a Broker-Dealer
for such series, not later than the earlier of 9:15 A.M. on the new Auction Date
or 9:15 A.M. on the old Auction Date.
(c) For purposes of maintaining its list of Existing Holders,
the Auction Agent for any series of MuniPreferred from time to time may request
any Broker-Dealer to provide such Auction Agent with a list of Persons who such
Broker-Dealer believes should be Existing Holders based upon inquiries of those
Persons such Broker-Dealer believes are Beneficial Owners as a result of the
most recent Auction and with respect to each such Person, the number of shares
of such series of MuniPreferred such Broker-Dealer believes are owned by such
Person. BD shall comply with any such request relating to a series of
MuniPreferred in respect of which BD was named a Broker-Dealer, and the Auction
Agent shall keep confidential any such information so provided by BD and shall
not disclose any information so provided by BD to any Person other than the Fund
and BD.
(d) BD agrees to maintain a list of customers relating to a
series of MuniPreferred and to use its best efforts, subject to existing laws
and regulations, to contact the customers on such list whom BD believes may be
interested in participating in the Auction on each Auction Date, as a Potential
Holder or a Potential Beneficial Owner, for the purposes set forth in
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the Auction Procedures. Nothing herein shall require BD to submit an Order for
any customer in any Auction.
(e) The Auction Agent's registry of Existing Holders of shares
of a series of MuniPreferred shall be conclusive and binding on BD. BD may
inquire of the Auction Agent between 3:00 P.M. on the Business Day preceding an
Auction for shares of a series of MuniPreferred and 9:30 A.M. on the Auction
Date for such Auction to ascertain the number of shares of such series in
respect of which the Auction Agent has determined BD to be an Existing Holder.
If BD believes it is the Existing Holder of fewer shares of such series than
specified by the Auction Agent in response to BD's inquiry, BD may so inform the
Auction Agent of that belief. BD shall not, in its capacity as Existing Holder
of shares of such series, submit Orders in such Auction in respect of shares of
such series covering in the aggregate more than the number of shares of such
series specified by the Auction Agent in response to BD's inquiry.
2.3. Auction Schedule; Method of Submission of Orders.
(a) Each Fund and the Auction Agent for such Fund shall
conduct Auctions for MuniPreferred in accordance with the schedule set forth
below. Such schedule with respect to any series of MuniPreferred of any Fund may
be changed by the Auction Agent for such series with the consent of such Fund,
which consent shall not be unreasonably withheld. Such Auction Agent shall give
written notice of any such change to each Broker-Dealer of such series. Such
notice shall be given prior to the close of business on the Business Day next
preceding the first Auction Date on which such change shall be effective.
Time Event
---- -----
By 9:30 A.M. Auction Agent for such series advises such
Fund and the Broker-Dealers for such series
of the applicable Maximum Rate and the
Reference Rate(s) and Treasury Note Rate(s),
as the case may be, used in determining such
Maximum Rate as set forth in Section 2.2(a)
hereof.
9:30 A.M. - 1:30 P.M. Auction Agent assembles information
communicated to it by Broker-Dealers as
provided in Section 2(a) of the Auction
Procedures of such Fund. Submission Deadline
is 1:30 P.M.
Not earlier than 1:30 P.M. Auction Agent makes determinations pursuant
to Section 3(a) of the Auction Procedures of
such Fund.
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Time Event
---- -----
By approximately 3:00 P.M. Auction Agent advises Fund of results of
Auction as provided in Section 3(b) of the
Auction Procedures of such Fund.
Submitted Bids and Submitted Sell Orders are
accepted and rejected and shares of such
series of MuniPreferred allocated as
provided in Section 4 of the Auction
Procedures of such Fund.
Auction Agent gives notice of Auction
results as set forth in Section 2.4(a)
hereof.
(b) BD shall submit Orders to the appropriate Auction Agent in
writing substantially in the form attached hereto as Exhibit B. BD shall submit
a separate Order to such Auction Agent for each Potential Holder or Existing
Holder with respect to whom BD is submitting an Order and shall not otherwise
net or aggregate such Orders prior to their submission to such Auction Agent.
(c) BD shall deliver to the appropriate Auction Agent (i) a
written notice in substantially the form attached hereto as Exhibit C of
transfers of shares of MuniPreferred to BD from another Person other than
pursuant to an Auction and (ii) a written notice substantially in the form
attached hereto as Exhibit D, of the failure of any shares of MuniPreferred to
be transferred to or by any Person that purchased or sold shares of
MuniPreferred through BD pursuant to an Auction. Such Auction Agent is not
required to accept any such notice described in clause (i) for an Auction unless
it is received by the Auction Agent by 3:00 P.M. on the Business Day preceding
such Auction.
(d) BD and other Broker-Dealers may submit Orders in Auctions
for their own accounts (including Orders for their own accounts where the Order
is placed beneficially for a customer) unless the relevant Fund shall have
notified BD and all other Broker-Dealers that they may no longer do so, in which
case Broker-Dealers may continue to submit Hold Orders and Sell Orders for their
own accounts.
(e) BD agrees to handle its customers' orders in accordance
with its duties under applicable securities laws and rules.
(f) To the extent that pursuant to Section 4 of the Auction
Procedures of any Fund, BD continues to hold, sells, or purchases a number of
shares that is fewer than the number of shares in an Order submitted by BD to
the Auction Agent in which BD designated itself as an
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Existing Holder or Potential Holder in respect of customer Orders, BD shall make
appropriate pro rata allocations among its customers for which it submitted
Orders of similar tenor. If as a result of such allocations, any Beneficial
Owner would be entitled or required to sell, or any Potential Beneficial Owner
would be entitled or required to purchase, a fraction of a share of
MuniPreferred on any Auction Date, BD shall, in such manner as it shall
determine in its sole discretion, round up or down the number of shares of
MuniPreferred to be purchased or sold on such Auction Date by any Beneficial
Owner or Potential Beneficial Owner on whose behalf BD submitted an Order so
that the number of shares so purchased or sold by each such Beneficial Owner or
Potential Beneficial Owner on such Auction Date shall be whole shares of
MuniPreferred.
2.4. Notices.
(a) On each Auction Date for any series of MuniPreferred, the
Auction Agent for such series shall notify BD, if BD is a Broker-Dealer of such
series, by telephone of the results of the Auction as set forth in paragraph (a)
of the Settlement Procedures. By approximately 11:30 A.M. on the Business Day
next succeeding such Auction Date, the relevant Auction Agent shall confirm to
BD in writing the disposition of all Orders submitted by BD in such Auction.
(b) BD shall notify each Existing Holder, Potential Holder,
Beneficial Owner or Potential Beneficial Owner of shares of MuniPreferred with
respect to whom BD has submitted an Order as set forth in paragraph (b) of the
Settlement Procedures and take such other action as is required of BD pursuant
to the Settlement Procedures.
2.5. Designation of Special Rate Period.
(a) If any Fund delivers to its Auction Agent a notice of the
Auction Date for any series of MuniPreferred of such Fund for a Rate Period
thereof that next succeeds a Rate Period that is not a Minimum Rate Period in
the form of Exhibit C to the Auction Agency Agreement, and BD is a Broker-Dealer
of such series, the Auction Agent shall deliver such notice to BD as promptly as
practicable after its receipt of such notice from such Fund.
(b) If the Board of Directors or Board of Trustees, as the
case may be, of any Fund proposes to designate any succeeding Subsequent Rate
Period of any series of MuniPreferred of such Fund as a Special Rate Period and
such Fund delivers to its Auction Agent a notice of such proposed Special Rate
Period in the form of Exhibit D to the Auction Agency Agreement, and BD is a
Broker-Dealer for such series, such Auction Agent shall deliver such notice to
BD as promptly as practicable after its receipt of such notice from the Fund.
(c) If the Board of Directors or Board of Trustees, as the
case may be, of any Fund determines to designate such succeeding Subsequent Rate
Period as a Special Rate Period, and such Fund delivers to its Auction Agent a
notice of such Special Rate Period in the form of Exhibit E to the Auction
Agency Agreement not later than 11:00 A.M. on the second Business Day next
preceding the first day of such Rate Period (or by such later time or date, or
both, as
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may be agreed to by such Auction Agent), and BD is a Broker-Dealer for such
series, such Auction Agent shall deliver such notice to BD not later than 3:00
P.M. on such second Business Day (or, if such Auction Agent has agreed to a
later time or date, as promptly as practicable thereafter).
(d) If any Fund shall deliver to its Auction Agent a notice
not later than 11:00 A.M. on the second Business Day next preceding the first
day of any Rate Period (or by such later time or date, or both, as may be agreed
to by such Auction Agent) stating that such Fund has determined not to exercise
its option to designate such succeeding Subsequent Rate Period as a Special Rate
Period, in the form of Exhibit F to the Auction Agency Agreement, or shall fail
to timely deliver either such notice or a notice in the form of Exhibit E to the
Auction Agency Agreement, and BD is a Broker-Dealer for such series, such
Auction Agent shall deliver a notice in the form of Exhibit F to the Auction
Agency Agreement to BD not later than 3:00 P.M. on such second Business Day (or,
if such Auction Agent has agreed to a later time or date, as promptly as
practicable thereafter).
2.6. Allocation of Taxable Income.
If any Fund delivers to its Auction Agent a notice in the form
of Exhibit I to the Auction Agency Agreement designating all or a portion of any
dividend on shares of any series of MuniPreferred of such Fund to consist of net
capital gains or other income taxable for Federal income tax purposes, and BD is
a Broker-Dealer for such series, such Auction Agent shall deliver such notice to
BD on the Business Day following its receipt of such notice from such Fund. On
or prior to the Auction Date referred to in such notice, BD will contact each of
its customers that is a Beneficial Owner of shares of such series of
MuniPreferred or a Potential Beneficial Owner of shares of such series of
MuniPreferred interested in submitting an Order in the Auction to be held on
such Auction Date, and BD will notify such Beneficial Owners and Potential
Beneficial Owners of the contents of such notice. BD will be deemed to have
notified such Beneficial Owners and Potential Beneficial Owners if, for each of
them, (i) BD makes a reasonable effort to contact such Beneficial Owner or
Potential Beneficial Owner by telephone, and (ii) upon failing to contact such
Beneficial Owner or Potential Beneficial Owner by telephone BD mails written
notification to such Beneficial Owner or Potential Beneficial Owner at the
mailing address indicated in the account records of BD.
The Auction Agent for any series of MuniPreferred shall be
required to notify BD if it is a Broker-Dealer for such series within two
Business Days after each Auction of such series that involves an allocation of
income taxable for Federal income tax purposes as to the dollar amount per share
of such taxable income and income exempt from Federal income taxation included
in the related dividend.
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2.7. Failure to Deposit.
(a) If:
(i) any Failure to Deposit shall have occurred with
respect to shares of any series of MuniPreferred of any Fund during any
Rate Period thereof (other than any Special Rate Period of more than
364 Rate Period Days or any Rate Period succeeding any Special Rate
Period of more than 364 Rate Period Days during which a Failure to
Deposit occurred that has not been cured), but, prior to 12:00 Noon,
New York City time, on the third Business Day next succeeding the date
on which such Failure to Deposit occurred, such Failure to Deposit
shall have been cured in accordance with Section 2.7 of the Auction
Agency Agreement and such Fund shall have paid to the Auction Agent for
such series the applicable Late Charge as described in Section 2.7 of
the Auction Agency Agreement,
then, if BD is a Broker-Dealer for such series, such Auction Agent shall deliver
a notice in the form of Exhibit G to the Auction Agency Agreement by first-class
mail, postage prepaid, to BD not later than one Business Day after its receipt
of the payment from such Fund curing such Failure to Deposit and such Late
Charge.
(b) If:
(i) any Failure to Deposit shall have occurred with
respect to shares of any series of MuniPreferred of any Fund during any
Rate Period thereof (other than any Special Rate Period of more than
364 Rate Period Days or any Rate Period succeeding any Special Rate
Period of more than 364 Rate Period Days during which a Failure to
Deposit occurred but has not been cured), and, prior to 12:00 Noon, New
York City time, on the third Business Day next succeeding the date on
which such Failure to Deposit occurred, such Failure to Deposit shall
not have been cured as described in Section 2.7 of the Auction Agency
Agreement or such Fund shall not have paid to the Auction Agent for
such series the applicable Late Charge described in Section 2.7 of the
Auction Agency Agreement; or
(ii) any Failure to Deposit shall have occurred with
respect to shares of any series of MuniPreferred of any Fund during a
Special Rate Period thereof of more than 364 Rate Period Days, or
during any Rate Period thereof succeeding any Special Rate Period of
more than 364 Rate Period Days during which a Failure to Deposit
occurred that has not been cured, and, prior to 12:00 noon, New York
City time, on the fourth Business Day preceding the Auction Date for
the Rate Period subsequent to such Rate Period, such Failure to Deposit
shall not have been cured as described in Section 2.7 of the Auction
Agency Agreement or such Fund shall not have paid to the Auction Agent
for such series the applicable Late Charge described in Section 2.7 of
the Auction Agency Agreement;
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then such Auction Agent shall deliver a notice in the form of Exhibit H to the
Auction Agency Agreement to the Broker-Dealers for such series not later than
one Business Day after the receipt of the payment from such Fund curing such
Failure to Deposit and such Late Charge.
2.8. Service Charge to be Paid to BD.
On the Business Day next succeeding each Auction Date for any
series of MuniPreferred specified in, or on Schedule A to, the Request Letter of
any Fund, the Auction Agent for such series shall pay to BD from moneys received
from such Fund an amount equal to the product of (a) (i) in the case of any
Auction Date immediately preceding a Rate Period of such series consisting of
364 Rate Period Days or fewer, 1/4 of 1%, or (ii) in the case of any Auction
Date immediately preceding a Rate Period of such series consisting of more than
364 Rate Period Days, such percentage as may be agreed upon by such Fund and BD
with respect to such Rate Period, times (b) a fraction, the numerator of which
is the number of Rate Period Days in the Rate Period therefor beginning on such
Business Day and the denominator of which is 365 if such Rate Period consists of
7 Rate Period Days and 360 for all other Rate Periods, times (c) $50,000 times
(d) the sum of (i) the aggregate number of shares of such series placed by BD in
such Auction that were (A) the subject of Submitted Bids of Existing Holders
submitted by BD and continued to be held as a result of such submission and (B)
the subject of Submitted Bids of Potential Holders submitted by BD and purchased
as a result of such submission plus (ii) the aggregate number of shares of such
series subject to valid Hold Orders (determined in accordance with paragraph (d)
of Section 2 of the Auction Procedures) submitted to the Auction Agent by BD
plus (iii) the number of shares of MuniPreferred deemed to be subject to Hold
Orders of Existing Holders pursuant to paragraph (c) of Section 2 of the Auction
Procedures of such Fund that were acquired by BD for its own account or were
acquired by BD for its customers who are Beneficial Owners.
For purposes of subclause (d)(iii) of the foregoing paragraph,
if any Existing Holder or Beneficial Owner who acquired shares of any series of
MuniPreferred through BD transfers those shares to another Person other than
pursuant to an Auction, then the Broker-Dealer for the shares so transferred
shall continue to be BD; provided, however, that if the transfer was effected
by, or if the transferee is, a Broker-Dealer other than BD, then such
Broker-Dealer shall be the Broker-Dealer for such shares.
2.9. Settlement.
(a) If any Existing Holder or Beneficial Owner with respect to
whom BD has submitted a Bid or Sell Order for shares of MuniPreferred of any
series that was accepted in whole or in part fails to instruct its Agent Member
to deliver the shares of MuniPreferred subject to such Bid or Sell Order against
payment therefor, BD, if it knows the identity of such Agent Member, shall
instruct such Agent Member to deliver such shares against payment therefor and,
if such Agent Member fails to comply with such instructions, BD may deliver to
the Potential Holder or Potential Beneficial Owner with respect to whom BD
submitted a Bid for shares of MuniPreferred of such series that was accepted in
whole or in part a number of shares of MuniPreferred of such
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series that is less than the number of shares of MuniPreferred of such series
specified in such Bid to be purchased by such Potential Holder or Potential
Beneficial Owner.
(b) Neither the Auction Agent nor the Fund shall have any
responsibility or liability with respect to the failure of an Existing Holder,
Beneficial Owner, Potential Holder or Potential Beneficial Owner or its
respective Agent Member to deliver shares of MuniPreferred of any series or to
pay for shares of MuniPreferred of any series sold or purchased pursuant to the
Auction Procedures or otherwise.
(c) Notwithstanding any provision of the Auction Procedures or
the Settlement Procedures to the contrary, in the event BD is an Existing Holder
with respect to shares of a series of MuniPreferred and the Auction Procedures
provide that BD shall be deemed to have submitted a Sell Order in an Auction
with respect to such shares if BD fails to submit an Order in that Auction with
respect to such shares, BD shall have no liability to any Person for failing to
sell such shares pursuant to such a deemed Sell Order if (i) such shares were
transferred by the beneficial owner thereof without notification of such
transfer in compliance with the Auction Procedures or (ii) BD has indicated to
the Auction Agent pursuant to Section 2.2(e) of this Agreement that, according
BD's records, BD is not the Existing Holder of such shares.
(d) Notwithstanding any provision of the Auction Procedures or
the Settlement Procedures to the contrary, in the event an Existing Holder or
Beneficial Owner of shares of a series of MuniPreferred with respect to whom a
Broker-Dealer submitted a Bid to the Auction Agent for such shares that was
accepted in whole or in part, or submitted or is deemed to have submitted a Sell
Order for such shares that was accepted in whole or in part, fails to instruct
its Agent Member to deliver such shares against payment therefor, partial
deliveries of shares of MuniPreferred that have been made in respect of
Potential Holders' or Potential Beneficial Owners' Submitted Bids for shares of
such series that have been accepted in whole or in part shall constitute good
delivery to such Potential Holders and Potential Beneficial Owners.
(e) Notwithstanding the foregoing terms of this Section, any
delivery or non-delivery of shares of MuniPreferred of any series which
represents any departure from the results of an Auction for shares of such
series, as determined by the Auction Agent, shall be of no effect for purposes
of the registry of Existing Holders maintained by the Auction Agent pursuant to
the Auction Agency Agreement unless and until the Auction Agent shall have been
notified of such delivery or non-delivery.
(f) The Auction Agent shall have no duty or liability with
respect to enforcement of this Section 2.9.
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3. The Auction Agent.
3.1. Duties and Responsibilities.
(a) Each Auction Agent is acting solely as agent for the Funds
with whom such Auction Agent has entered into Request Letters and owes no
fiduciary duties to any other Person, other than such Funds, by reason of the
Agreements to which such Auction Agent is a party.
(b) Each Auction Agent undertakes to perform such duties and
only such duties as are specifically set forth in the Agreements to which it is
a party, and no implied covenants or obligations shall be read into such
Agreements against such Auction Agent.
(c) In the absence of bad faith or negligence on its part,
each Auction Agent shall not be liable for any action taken, suffered, or
omitted or for any error of judgment made by it in the performance of its duties
under the Agreements to which it is a party. Each Auction Agent shall not be
liable for any error of judgment made in good faith unless such Auction Agent
shall have been negligent in ascertaining the pertinent facts.
3.2. Rights of the Auction Agents.
(a) Each Auction Agent may rely and shall be protected in
acting or refraining from acting upon any communication authorized hereby and
upon any written instruction, notice, request, direction, consent, report,
certificate, share certificate or other instrument, paper or document believed
in good faith by it to be genuine. Each Auction Agent shall not be liable for
acting upon any telephone communication authorized by the Agreements to which it
is a party that such Auction Agent believes in good faith to have been given by
the appropriate Fund, by the Adviser or by a Broker-Dealer. Each Auction Agent
may record telephone communications with the Broker-Dealers.
(b) Each Auction Agent may consult with counsel of its choice
and the advice of such counsel shall be full and complete authorization and
protection in respect of any action taken, suffered or omitted by it hereunder
in good faith and in reliance thereon.
(c) Each Auction Agent shall not be required to advance,
expend or risk its own funds or otherwise incur or become exposed to financial
liability in the performance of its duties hereunder.
3.3. Auction Agents' Disclaimers.
Each Auction Agent makes no representation as to the validity
or adequacy of the Agreements to which it is a party, the Auction Agency
Agreements to which it is a party or the shares of MuniPreferred of any series.
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4. Miscellaneous.
4.1. Termination.
Any party to any Agreement may terminate such Agreement at any
time on five days' notice to the other parties to such Agreement, provided that
the Fund party to such Agreement shall not terminate the Agreement unless at
least one Broker-Dealer Agreement would be in effect for each series of
MuniPreferred of such Fund after such termination. Each Agreement shall
automatically terminate with respect to any series of MuniPreferred with respect
to which the relevant Auction Agency Agreement has terminated.
4.2. Participant in Securities Depository; Payment of
Dividends in Same-Day Funds.
(a) BD is, and shall remain for the term of the Agreements, a
member of, or participant in, the Securities Depository (or an affiliate of such
a member or participant).
(b) BD represents that it (or if BD does not act as Agent
Member, one of its affiliates) shall make all dividend payments on the
MuniPreferred available in same-day funds on each Dividend Payment Date to
customers that use BD or affiliate as Agent Member.
4.3. Communications.
Except for (i) communications authorized to be by telephone by
the Agreement of any Fund or the Auction Procedures of such Fund and (ii)
communications in connection with Auctions (other than those expressly required
to be in writing), all notices, requests and other communications to any party
under such Agreement shall be in writing (including telecopy or similar writing)
and shall be given to such party, addressed to it, at its address or telecopy
number set forth below:
If to a Fund, [Name of Fund]
addressed: 000 Xxxx Xxxxxx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxxxxx X. Xxxxxx,
Chairman of the Board
Telecopier No.: (000) 000-0000
Telephone No.: (000) 000-0000
If to the Adviser, Nuveen Advisory Corp.
addressed: 000 Xxxx Xxxxxx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxxxxx X. Xxxxxx,
Chairman of the Board
13
14
If to BD, to the
address or telecopy number
as set forth in the Acceptance
Letter,
If to an Auction
Agent, to the address
or telecopy number as set
forth in the Request Letter,
or such other address or telecopy number as such party may hereafter specify for
such purpose by notice to the other parties. Each such notice, request or
communication shall be effective when delivered at the address specified herein.
Communications shall be given on behalf of BD by a BD Officer and on behalf of
an Auction Agent by an Authorized Officer of such Auction Agent.
BD may record telephone communications with any Auction Agent.
4.4. Entire Agreement.
Each Agreement contains the entire agreement among the parties
thereto relating to the subject matter thereof, and there are no other
representations, endorsements, promises, agreements or understandings, oral,
written or implied, among the parties thereto relating to the subject matter
thereof. Each Agreement supersedes any prior agreement to which BD was a party
in respect of any Fund.
4.5. Benefits.
Nothing in any Agreement, express or implied, shall give to
any person, other than the Fund party to such Agreement, the Adviser, the
Auction Agent party to such Agreement and BD and their respective successors and
assigns, any benefit or any legal or equitable right, remedy or claim under such
Agreement.
4.6. Amendment; Waiver.
(a) Each Agreement shall not be deemed or construed to be
modified, amended, rescinded, canceled or waived, in whole or in part, except by
a written instrument signed by a duly authorized representative of the party to
be charged.
(b) Failure of any party to any Agreement to exercise any
right or remedy thereunder in the event of a breach thereof by any other party
shall not constitute a waiver of any such right or remedy with respect to any
subsequent breach.
14
15
4.7. Successors and Assigns.
Each Agreement shall be binding upon, inure to the benefit of,
and be enforceable by, the respective successors and assigns of the Fund party
to such Agreement, the Adviser, the Auction Agent party to such Agreement and
BD.
4.8. Severability.
If any clause, provision or section hereof shall be ruled invalid or
unenforceable by any court of competent jurisdiction, the invalidity or
unenforceability of such clause, provision or section shall not affect any of
the remaining clauses, provisions or sections hereof.
4.9. GOVERNING LAW.
EACH AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
4.10. Declaration of Trust.
The Declaration of each Fund that is a Massachusetts business
trust is on file with the Secretary of State of the Commonwealth of
Massachusetts. Each Agreement to which a Fund that is a Massachusetts business
trust is a party has been executed on behalf of such Fund by the Vice President
and Treasurer of such Fund acting in such capacity and not individually, and the
obligations of such Fund set forth in such Agreement are not binding upon any of
such Fund's trustees, officers or shareholders individually, but are binding
only upon the assets and property of such Fund.
15
16
EXHIBIT A
SETTLEMENT PROCEDURES
17
EXHIBIT B
[Name of Fund]
$_____ Municipal Auction Rate Cumulative Preferred
Stock [Shares], Series ____
$_____ Municipal Auction Rate Cumulative Preferred
Stock [Shares], Series ____
AUCTION DATE: _____________
ISSUE: ___________________ SERIES: _________
THE UNDERSIGNED Broker-Dealer SUBMITS THE FOLLOWING ORDERS ON BEHALF OF THE
BIDDER(S) LISTED BELOW:
================================================================================
ORDERS BY EXISTING HOLDERS- NUMBER OF SHARES OF MUNIPREFERRED
EXISTING HOLDER HOLD BID/RATE SELL
1._________________________ ________ _________/________ _______
2._________________________ ________ _________/________ _______
3._________________________ ________ _________/________ _______
4._________________________ ________ _________/________ _______
5._________________________ ________ _________/________ _______
6._________________________ ________ _________/________ _______
7._________________________ ________ _________/________ _______
8._________________________ ________ _________/________ _______
9._________________________ ________ _________/________ _______
10.________________________ ________ _________/________ _______
================================================================================
ORDERS BY POTENTIAL HOLDERS- NUMBER OF SHARES OF MUNIPREFERRED
POTENTIAL HOLDER BID/RATE
1._____________________________ _________/________
2._____________________________ _________/________
3._____________________________ _________/________
4._____________________________ _________/________
5._____________________________ _________/________
6._____________________________ _________/________
7._____________________________ _________/________
8._____________________________ _________/________
9._____________________________ _________/________
10.____________________________ _________/________
11.____________________________ _________/________
12.____________________________ _________/________
13.____________________________ _________/________
14.____________________________ _________/________
15.____________________________ _________/________
NOTES:
1. If one or more Orders covering in the aggregate more than the number of
outstanding shares of MuniPreferred held by any Existing Holder are
submitted, such Orders shall be considered valid in the order of
priority set forth in the Auction Procedures.
2. A Hold Order or Sell Order may be placed only by an Existing Holder
covering a number of shares of MuniPreferred not greater than the
number of shares of MuniPreferred currently held by such Existing
Holder.
3. Potential Holders may make Bids only, each of which must specify a
rate. If more than one Bid is submitted on behalf of any Potential
Holder, each Bid submitted shall be a separate Bid with the rate
specified.
4. Bids may contain no more than three figures to the right of the decimal
point (.001 of 1%).
================================================================================
18
================================================================================
[AUCTION AGENT] AUCTION BID FORM NAME OF Broker-Dealer:___________________
AUTHORIZED
Submit to: SIGNATURE:_______________________________
TOTAL NUMBER OF ORDERS ON THIS BID FORM:
================================================================================
19
EXHIBIT C
(To be used only for transfers made to a
Broker-Dealer other than pursuant to an Auction)
[NAME OF FUND]
MUNICIPAL AUCTION RATE CUMULATIVE PREFERRED STOCK [SHARES],
SERIES ___
TRANSFER FORM
We are the Broker-Dealer to whom the Existing Holder or Beneficial Owner named
below transferred shares of the above series of MuniPreferred other than
pursuant to an Auction. We hereby notify you that such Existing Holder or
Beneficial Owner has transferred ______ shares of the above series of Muni-
Preferred to us.
------------------------------------------
(Name of Existing Holder or
Beneficial Owner)
------------------------------------------
(Name of Broker-Dealer)
By:
---------------------------------------
Printed Name:
Title:
20
EXHIBIT D
(To be used only for failures to deliver shares of
MuniPreferred sold pursuant to an Auction)
[NAME OF FUND]
MUNICIPAL AUCTION RATE CUMULATIVE PREFERRED STOCK [SHARES],
SERIES ____
NOTICE OF A FAILURE TO DELIVER
Complete either I or II
I. We are a Broker-Dealer for ________________ (the "Purchaser"), which
purchased _______ shares of the above series of MuniPreferred in the
Auction held on _____ from the seller of such shares.
II. We are a Broker-Dealer for ____________ (the "Seller"), which sold
________ shares of the above series of MuniPreferred in the Auction
held on ______ to the purchaser of such shares.
We hereby notify you that (check one) --
o the Seller failed to deliver such shares of MuniPreferred to
the Purchaser
o the Purchaser failed to make payment to the Seller upon
delivery of such shares of MuniPreferred
Name:
-----------------------------------
(Name of Broker-Dealer)
By:
-----------------------------------
Printed Name:
Title:
21
[Form of Broker-Dealer Acceptance Letter]
Nuveen Advisory Corp.
December ___, 1993
[Broker-Dealer]
[Address]
Ladies and Gentlemen:
Reference is made to (a) the Broker-Dealer Agreements executed
by the Funds (as hereinafter defined) listed on Exhibit A hereto, Bankers Trust
Company and various broker-dealers, copies of which will be made available to
you upon request by Bankers Trust Company (the "Broker-Dealer Agreements") and
(b) the Nuveen Broker-Dealer Agreement-Basic Terms for Acting as a Broker-Dealer
dated December 14, 1993, receipt of which is hereby acknowledged by you (the
"Basic Terms"). For purposes of this letter ("Acceptance Letter"), (a) "Fund"
shall mean any closed-end investment company registered under the Investment
Company Act of 1940, as amended, for which Nuveen Advisory Corp. acts as
investment adviser; (b) except as otherwise provided below, the terms of each
Broker-Dealer Agreement shall be incorporated herein by reference, and you shall
be considered BD for all purposes thereof, as if you were the Broker-Dealer
signatory thereto in the place of the actual Broker-Dealer signatory thereto;
and (c) the Basic Terms are incorporated herein by reference, you shall be
considered BD for all purposes thereof, Bankers Trust Company shall be
considered the Auction Agent for all purposes thereof, and each Fund not listed
on Exhibit A hereto shall be considered a Fund for all purposes thereof.
We hereby request that you act as a Broker-Dealer for the
Money Market Cumulative Preferred Stock ("MMP") of each series, and the
Municipal Auction Rate Cumulative Preferred Stock or Shares ("MPS" or
"MuniPreferred") of each series, of each Fund that executes a letter,
substantially in the form attached hereto as Exhibit B or Exhibit C, as
appropriate, appointing you as a Broker-Dealer ("Request Letter"). You hereby
(a) accept such appointment as a Broker-Dealer for each series of MMP, MPS or
MuniPreferred of each Fund identified in a Request Letter and (b) agree to act
as BD in accordance with (1) the terms of the Broker-Dealer Agreement relating
to such Fund, in the case of any Fund listed on Exhibit A hereto or (2) the
Basic Terms, in the case of any other Fund; provided, however, that:
2
22
(1) for purposes of any such Broker-Dealer Agreement or the
Basic Terms, and notwithstanding any provision of any Broker-Dealer Agreement to
the contrary, your address, telecopy number and telephone number for
communications pursuant to such Broker-Dealer Agreement or the Basic Terms shall
be as follows:
----------------------------------
----------------------------------
----------------------------------
----------------------------------
and the address, telecopy number and telephone number of the Auction Agent for
communications pursuant to such Broker-Dealer or the Basic Terms shall be as
follows:
----------------------------------
----------------------------------
----------------------------------
----------------------------------
(2) notwithstanding any provision of a Broker-Dealer Agreement
to the contrary, except as otherwise set forth herein, your appointment as
Broker-Dealer extends to each series of MMP, MPS or MuniPreferred issued by the
Fund to which such Broker-Dealer Agreement relates.
(3) the text of Section 2.9 of each Broker-Dealer Agreement
shall be deleted and the following shall be deemed to be inserted in its place:
(a) If any Existing Holder with respect to whom BD has
submitted a Bid or Sell Order for shares of MMP, MPS or MuniPreferred
of any series that was accepted in whole or in part fails to instruct
its Agent Member to deliver the shares of MMP, MPS or MuniPreferred
subject to such Bid or Sell Order against payment therefor, BD, if it
knows the identity of such Agent Member, shall instruct such Agent
Member to deliver such shares against payment therefor and, if such
Agent Member fails to comply with such instructions, BD may deliver to
the Potential Holder with respect to whom BD submitted a Bid for shares
of MMP, MPS or MuniPreferred of such series that was accepted in whole
or in part a number of shares of MMP, MPS or MuniPreferred of such
series that is less
3
23
than the number of shares of MMP, MPS, or MuniPreferred of such series
specified in such Bid to be purchased by such Potential Holder.
(b) Neither the Auction Agent nor the Fund shall have any
responsibility or liability with respect to the failure of an Existing
Holder or a Potential Holder or its respective Agent Member to deliver
shares of MMP, MPS or MuniPreferred of any series or to pay for shares
of MMP, MPS or MuniPreferred of any series sold or purchased pursuant
to the Auction Procedures or otherwise.
(c) Notwithstanding any provision of the Auction Procedures or
the Settlement Procedures to the contrary, in the event BD is an
Existing Holder with respect to shares of a series of MMP, MPS or
MuniPreferred and the Auction Procedures provide that BD shall be
deemed to have submitted a Sell Order in an Auction with respect to
such shares if BD fails to submit in Order in that Auction with respect
to such shares, BD shall have no liability to any Person for failing to
sell such shares pursuant to such a deemed Sell Order if (i) such
shares were transferred by the beneficial owner thereof without
notification of such transfer in compliance with the Auction Procedures
or (ii) BD has informed the Auction Agent pursuant to Section 2.2(g) of
this Agreement that, according to BD's records, BD believes it is not
the Existing Holder of such shares.
(d) Notwithstanding any provision of the Auction Procedures or
the Settlement Procedures to the contrary, in the event an Existing
Holder of shares of a series of MMP, MPS or MuniPreferred with respect
to whom a Broker-Dealer submitted a Bid to the Auction Agent for such
shares that was accepted in whole or in part, or submitted or is deemed
to have submitted a Sell Order for such shares that was accepted in
whole or in part, fails to instruct its Agent Member to deliver such
shares against payment therefor, partial deliveries of shares of MMP,
MPS or MuniPreferred that have been made in respect of Potential
Holders' Submitted Bids for shares of such series that have been
accepted in whole or in part shall constitute good delivery to such
Potential Holders.
(e) Notwithstanding the foregoing terms of this Section, any
delivery or non-delivery of shares of MMP, MPS or MuniPreferred of any
series which represents any departure from the results of an Auction
for shares of such series, as determined by the Auction Agent, shall be
of no effect for purposes of the registry of Existing Holders
maintained by the Auction Agent pursuant to the Auction Agency
Agreement unless and until the Auction Agent shall have been notified
of such delivery or non-delivery.
(f) The Auction Agent shall have no duty or liability with
respect to enforcement of this Section 2.9.
(4) a new Section 2.2(g) shall be added to each
Broker-Dealer Agreement, to read as follows:
4
24
(g) The Auction Agent's registry of Existing Holders of shares
of a series of MMP, MPS or MuniPreferred shall be conclusive and
binding on BD. BD may inquire of the Auction Agent between 3:00 P.M. on
the Business Day preceding an Auction for shares of a series of MMP,
MPS or MuniPreferred and 9:30 A.M. on the Auction Date for such Auction
to ascertain the number of shares of such series in respect of which
the Auction Agent has determined BD to be an Existing Holder. If BD
believes it is the Existing Holder of fewer shares of such series than
specified by the Auction Agent in response to BD's inquiry, BD may so
inform the Auction Agent of that belief. BD shall not, in its capacity
as Existing Holder of shares of such series, submit Orders in such
Auction in respect of shares of such series covering in the aggregate
more than the number of shares of such series specified by the Auction
Agent in response to BD's inquiry.
(5) a new sentence shall be added to the end of Section 2.2(d)
of each Broker-Dealer Agreement, to read as follows:
Nothing contained herein shall require BD to submit an Order for any
customer in any Auction.
You hereby acknowledge that, notwithstanding any provision of
any Broker-Dealer Agreement or the Basic Terms to the contrary, the Fund may (a)
upon five business days' notice to the Auction Agent and you, amend, alter or
repeal any of the provisions contained in any Broker-Dealer Agreement or the
Basic Terms, it being understood and agreed that you shall be deemed to have
accepted any such amendment, alteration or repeal if, after the expiration of
such five business day period, you submit an Order to the Auction Agent in
respect of the shares of MMP, MPS, MuniPreferred of the Fund or Funds to which
such amendment, alteration or repeal relates, and (b) upon two business days'
notice to the Auction Agent and you, exclude you from participating as a
Broker-Dealer in any particular Auction for any particular series of MMP, MPS or
MuniPreferred.
This Acceptance Letter shall be deemed to form part of each
Broker-Dealer Agreement and the Basic Terms.
Capitalized terms not defined in this Acceptance Letter shall
have the meanings ascribed to them in the relevant Broker-Dealer Agreement or
the Basic Terms, as the case may be.
5
25
If the foregoing terms are acceptable to you, please so
indicate in the space provided below. This Acceptance Letter may be executed in
any number of counterparts, each of which shall be an original, but all of which
shall constitute one and the same instrument.
NUVEEN ADVISORY CORP.
By:
------------------------------------
Name: H. Xxxxxxx Xxxxxxxx
Title: Vice President and Treasurer
Accepted by and Agreed to as of
the date first written above:
[Broker-Dealer]
By:
----------------------------------
Name:
Title:
6
26
EXHIBIT A TO ACCEPTANCE LETTER
Nuveen Performance Plus Municipal Fund, Inc.
Nuveen Municipal Advantage Fund, Inc.
Nuveen Investment Quality Municipal Fund, Inc.
Nuveen Insured Quality Municipal Fund, Inc.
Nuveen Select Quality Municipal Fund, Inc.
Nuveen Quality Income Municipal Fund, Inc.
Nuveen Insured Municipal Opportunity Fund, Inc.
Nuveen California Performance Plus Municipal Fund, Inc.
Nuveen California Municipal Market Opportunity Fund, Inc.
Nuveen California Investment Quality Municipal Fund, Inc.
Nuveen California Select Quality Municipal Fund, Inc.
Nuveen California Quality Income Municipal Fund, Inc.
Nuveen Florida Investment Quality Municipal Fund
Nuveen Florida Quality Income Municipal Fund
Nuveen Michigan Quality Income Municipal Fund, Inc.
Nuveen New Jersey Quality Income Municipal Fund, Inc.
Nuveen New York Performance Plus Municipal Fund, Inc.
Nuveen New York Municipal Market Opportunity Fund, Inc.
Nuveen New York Investment Quality Municipal Fund, Inc.
Nuveen New York Select Quality Municipal Fund, Inc.
Nuveen New York Quality Income Municipal Fund, Inc.
Nuveen Ohio Quality Income Municipal Fund, Inc.
27
EXHIBIT B TO ACCEPTANCE LETTER
[Form of Request Letter]
______________ ____, 1993
FROM: All investment companies registered under the Investment
Company Act of 1940, as amended, for which Nuveen Advisory
Corp. acts as investment adviser and whose registration
statements relating to shares of Money Market Cumulative
Preferred Stock or Municipal Auction Rate Cumulative Preferred
Stock or Shares have been declared effective by the Securities
and Exchange Commission on or prior to the date hereof.
TO: Nuveen Advisory Corp.
Bankers Trust Company
Ladies and Gentlemen:
Reference is made to (a) the respective Broker-Dealer
Agreements, previously executed by the Funds (as hereinafter defined) listed on
Exhibit A hereto, various Broker-Dealers and Bankers Trust Company (the
"Broker-Dealer Agreements"); (b) the respective Auction Agency Agreements
previously executed by the Funds listed on Exhibit A hereto and Bankers Trust
Company (the "Auction Agency Agreements"); (c) the Nuveen Broker-Dealer
Agreement -- Basic Terms for Acting as a Broker-Dealer dated December 14, 1993,
receipt of which is hereby acknowledged by you (the "Broker-Dealer Basic
Terms"); and (d) the Nuveen Auction Agency Agreement -- Basic Terms for Acting
as Auction Agent dated November 1, 1993, receipt of which is hereby acknowledged
by you (the "Auction Agency Basic Terms"). For purposes of this letter ("Request
Letter"), (a) "Fund" shall mean any closed-end investment company registered
under the Investment Company Act of 1940, as amended, for which Nuveen Advisory
Corp. acts as investment adviser; (b) except as otherwise provided below, the
terms of each Broker-Dealer Agreement shall be incorporated herein by reference,
and each Broker-Dealer listed on Exhibit B hereto shall be considered BD for all
purposes thereof, as if such Broker-Dealer were the Broker-Dealer signatory
thereto in the place of the actual Broker-Dealer signatory thereto; (c) the
Broker-Dealer Basic Terms are incorporated herein by reference, each
Broker-Dealer listed on Exhibit B hereto shall be considered BD for all purposes
thereof, Bankers Trust Company shall be considered the Auction Agent for all
purposes thereof, and each Fund referred to on Exhibit C hereto shall be
considered a Fund for all purposes thereof; (d) except as otherwise provided
below, the terms of each Auction Agency Agreement shall be incorporated herein
by reference, and each Broker-Dealer listed on Exhibit B shall be considered a
Broker-Dealer for all purposes thereof; and (e) the Auction Agency Basic Terms
are incorporated herein by reference, Bankers
28
Trust Company shall be considered the Auction Agent for all purposes thereof,
and each Fund referred to on Exhibit C hereto shall be considered a Fund for all
purposes thereof.
We hereby appoint the Broker-Dealers listed on Exhibit B
hereto as Broker-Dealers for the Money Market Cumulative Preferred Stock ("MMP")
or Municipal Auction Rate Cumulative Preferred Stock or Shares ("MPS" or
"MuniPreferred") of each series of each Fund listed on Exhibit A hereto or
referred to on Exhibit C hereto. Each such Broker-Dealer will act as BD in
respect of such series in accordance with (1) the terms of the Broker-Dealer
Agreement relating to such Fund, in the case of any Fund listed on Exhibit A
hereto, except as otherwise set forth in an Acceptance Letter relating to such
Broker-Dealer from Nuveen Advisory Corp., to such Broker-Dealer or (2) the
Broker-Dealer Basic Terms, in the case of any Fund referred to on Exhibit C
hereto; provided, however, that for purposes of any such Broker-Dealer Agreement
or the Broker-Dealer Basic Terms, and notwithstanding any provision of any
Broker-Dealer Agreement to the contrary, Bankers Trust Company's address,
telecopy number and telephone number for communications pursuant to such
Broker-Dealer Agreement or the Broker-Dealer Basic Terms shall be as follows:
---------------------------------
---------------------------------
---------------------------------
---------------------------------
Bankers Trust Company agrees to act as Auction Agent with
respect to shares of each series of MMP, MPS or MuniPreferred of each Fund
listed on Exhibit A or referred to on Exhibit C hereto in accordance with (1)
the terms of the Auction Agency Agreement relating to the MMP, MPS or
MuniPreferred of such Fund, in the case of any Fund listed on Exhibit A hereto
or (2) the Auction Agency Basic Terms, in the case of any Fund referred to on
Exhibit C hereto; provided, however, that Section 2.2(c)(i) of each Auction
Agency Agreement shall be amended to read as follows:
(c)(i) The Auction Agent shall maintain a registry of the
beneficial owners of the shares of MMP, MPS or MuniPreferred who shall
constitute Existing Holders of shares of MMP, MPS or MuniPreferred for
purposes of Auctions and shall indicate thereon the identity of the
respective Broker-Dealer of each Existing Holder, if any, on whose
behalf such Broker-Dealer submitted the most recent Order in any
Auction which resulted in such Existing Holder continuing to hold or
purchasing shares of MMP, MPS or MuniPreferred. The Auction Agent shall
keep such registry current and accurate. The Fund shall provide or
cause to be provided to the Auction Agent at or prior to the Date of
Original Issue of the shares of MMP, MPS or MuniPreferred a list of the
initial Existing Holders of the shares of MMP, MPS or MuniPreferred,
the number of shares purchased by each such
2
29
Existing Holder and the respective Broker-Dealer of each such Existing
Holder or the affiliate thereof through which each such Existing Holder
purchased such shares. The Auction Agent shall advise the Fund in
writing whenever the number of Existing Holders is 500 or more. The
Auction Agent may rely upon, as conclusive evidence of the identities
of the Existing Holders of shares of MMP, MPS or MuniPreferred (A) such
list, (B) the results of Auctions, (C) notices from any Existing
Holder, the Agent Member of any Existing Holder or the Broker-Dealer of
any Existing Holder as described in the first sentence of Section
2.2(c)(iii) hereof and (D) the results of any procedures approved by
the Fund that have been devised for the purpose of determining the
identities of Existing Holders in situations where shares of MMP, MPS
or MuniPreferred may have been transferred without compliance with any
restrictions on the transfer thereof set forth in the Auction
Procedures.
This Request Letter shall be deemed to form part of each
Auction Agency Agreement and the Auction Agency Basic Terms.
Capitalized terms not defined in this Request Letter shall
have the meanings ascribed to them in the relevant Broker-Dealer Agreement,
Broker-Dealer Basic Terms, Auction Agency Agreement or Auction Agency Basic
Terms, as the case may be.
3
30
If the foregoing terms are acceptable to you, please so
indicate in the space provided below. This Request Letter may be executed in any
number of counterparts, each of which shall be an original, but all of which
shall constitute one and the same instrument.
All investment companies registered under
the Investment Company Act of 1940, as
amended, for which Nuveen Advisory Corp.
acts as investment adviser and whose
registration statements relating to shares
of Money Market Cumulative Preferred Stock
or Municipal Auction Rate Cumulative
Preferred Stock or Shares have been declared
effective by the Securities and Exchange
Commission on or prior to the date hereof.
By:
---------------------------------------
Name: H. Xxxxxxx Xxxxxxxx
Title: Vice President and
Treasurer of each Fund
Accepted and Agreed to as of
the date first written above:
NUVEEN ADVISORY CORP. BANKERS TRUST COMPANY
By: By:
------------------------------ ---------------------------------------
Name: H. Xxxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxx Xxxxxx
Title: Vice President and Title: Assistant Treasurer
Treasurer
cc: [Broker-Dealers]
4
31
EXHIBIT A TO REQUEST LETTER
(List of Funds)
Nuveen Performance Plus Municipal Fund, Inc.
Nuveen Municipal Advantage Fund, Inc.
Nuveen Investment Quality Municipal Fund, Inc.
Nuveen Insured Quality Municipal Fund, Inc.
Nuveen Select Quality Municipal Fund, Inc.
Nuveen Quality Income Municipal Fund, Inc.
Nuveen Insured Municipal Opportunity Fund, Inc.
Nuveen California Performance Plus Municipal Fund, Inc.
Nuveen California Municipal Market Opportunity Fund, Inc.
Nuveen California Investment Quality Municipal Fund, Inc.
Nuveen California Select Quality Municipal Fund, Inc.
Nuveen California Quality Income Municipal Fund, Inc.
Nuveen Florida Investment Quality Municipal Fund
Nuveen Florida Quality Income Municipal Fund
Nuveen Michigan Quality Income Municipal Fund, Inc.
Nuveen New Jersey Quality Income Municipal Fund, Inc.
Nuveen New York Performance Plus Municipal Fund, Inc.
Nuveen New York Municipal Market Opportunity Fund, Inc.
Nuveen New York Investment Quality Municipal Fund, Inc.
Nuveen New York Select Quality Municipal Fund, Inc.
Nuveen New York Quality Income Municipal Fund, Inc.
Nuveen Ohio Quality Income Municipal Fund, Inc.
32
EXHIBIT B TO REQUEST LETTER
[LIST OF BROKER-DEALERS]
33
EXHIBIT C TO REQUEST LETTER
Each Fund not listed on Exhibit A whose registration statement
relating to shares of MMP, MPS or MuniPreferred has been declared effective by
the Securities and Exchange Commission on or prior to the date of the Request
Letter to which this Exhibit C is attached.
34
EXHIBIT C TO ACCEPTANCE LETTER
[Form of Request Letter]
[Name(s) of Fund(s)]
_____________ ____, 1993
Ladies and Gentlemen:
Reference is made to (a) the Nuveen Broker-Dealer Agreement --
Basic Terms for Acting as a Broker-Dealer dated December 14, 1993, receipt of
which is hereby acknowledged by you (the "Broker-Dealer Basic Terms") and (b)
the Nuveen Auction Agency Agreement -- Basic Terms for Acting as Auction Agent
dated November 1, 1993, receipt of which is hereby acknowledged by you (the
"Auction Agency Basic Terms"). For purposes of this letter ("Request Letter"),
(a) "Fund" shall mean each undersigned closed-end investment company registered
under the Investment Company Act of 1940, as amended, for which Nuveen Advisory
Corp. acts as investment adviser; (b) the Broker-Dealer Basic Terms are
incorporated herein by reference, each Broker-Dealer listed on Exhibit A hereto
shall be considered BD for all purposes thereof, Bankers Trust Company shall be
considered the Auction Agent for all purposes thereof, and each Fund shall be
considered a Fund for all purposes thereof; and (c) the Auction Agency Basic
Terms are incorporated herein by reference, Bankers Trust Company shall be
considered the Auction Agent for all purposes thereof, and each Fund shall be
considered a Fund for all purposes thereof.
Each Fund hereby appoints the Broker-Dealers listed on Exhibit
A hereto as Broker-Dealers for each series of Money Market Cumulative Preferred
Stock ("MMP") or Municipal Auction Rate Cumulative Preferred Stock or Shares
("MPS" or "MuniPreferred") of such Fund. Each such Broker-Dealer will act as BD
in respect of each such series in accordance with the Broker-Dealer Basic Terms;
provided, however, that for purposes of the Broker-Dealer Basic Terms, Bankers
Trust Company's address, telecopy number and telephone number for communications
pursuant to the Broker-Dealer Basic Terms shall be as follows:
------------------------------
------------------------------
------------------------------
------------------------------
35
Bankers Trust Company agrees to act as Auction Agent with
respect to shares of each series of MMP, MPS or MuniPreferred of each Fund in
accordance with the Auction Agency Basic Terms.
This Request Letter shall be deemed to form part of the
Auction Agency Basic Terms.
Capitalized terms not defined in this Request Letter shall
have the meanings ascribed to them in the Broker-Dealer Basic Terms or Auction
Agency Basic Terms, as the case may be.
If the foregoing terms are acceptable to you, please so
indicate in the space provided below. This Request Letter may be executed in any
number of counterparts, each of which shall be an original, but all of which
shall constitute one and the same instrument.
[NAME(S) OF FUND(S)]
By:
---------------------------
Name: H. Xxxxxxx Xxxxxxxx
Title: Vice President and
Treasurer of each Fund
Accepted and Agreed to as of the date first
written above:
NUVEEN ADVISORY CORP. BANKERS TRUST COMPANY
By: By:
-------------------------- ---------------------------
Name: H. Xxxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxx Xxxxxx
Title: Vice President and Title: Assistant Treasurer
Treasurer
cc: [Broker-Dealers listed on Exhibit A]
2
36
EXHIBIT A TO REQUEST LETTER
[LIST OF BROKER-DEALERS]
