Transfer Agency and Service Agreement
Among
Each of the Nuveen Open-End Investment Companies
Listed on Exhibit A Hereto
and
State Street Bank and Trust Company
TABLE OF CONTENTS
Page
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1. Appointment of Agent ................................................................ 1
2. Standard Services ................................................................... 2
3. Third Party Administrators for Defined Contribution Plans ........................... 4
4. Fees and Expenses ................................................................... 5
5. Representations and Warranties of the Transfer Agent ................................ 6
6. Representations and Warranties of Fund .............................................. 7
7. Data Access and Proprietary Information ............................................. 7
8. Indemnification ..................................................................... 9
9. Consequential Damages ............................................................... 11
10. Responsibility of the Transfer Agent ................................................ 11
11. Confidentiality ..................................................................... 12
12. Covenants of the Fund and the Transfer Agent ........................................ 12
13. Termination of Agreement ............................................................ 13
14. Assignment and Third Party Beneficiaries ............................................ 14
15. Subcontractors ...................................................................... 15
16. Miscellaneous ....................................................................... 15
17. Limitation of Liability ............................................................. 17
TRANSFER AGENCY AND SERVICE AGREEMENT
AGREEMENT made as of the 7/th/ day of October, 2002, by and among each of the
Nuveen open-end investment companies listed on Exhibit A hereto, which may be
amended from time to time, each being either a Minnesota corporation or a
Massachusetts business trust as indicated on Exhibit A (each a "Fund" or the
"Fund"), and State Street Bank and Trust Company, a Massachusetts trust company,
having a principal office and place of business at 000 Xxxxxxxx Xxxxxx, Xxxxxx,
Xxxxxxxxxxxxx 00000 (the "Transfer Agent").
WHEREAS, the Fund desires to appoint the Transfer Agent as its transfer agent,
dividend disbursing agent, custodian of certain retirement plans and agent in
connection with certain other activities, and the Transfer Agent desires to
accept such appointment.
WHEREAS, the Board of Directors or the Board of Trustees, as the case may be, of
each Fund has approved appointment of the Transfer Agent.
NOW, THEREFORE, in consideration of the mutual covenants herein contained, the
parties hereto agree as follows:
1. Appointment of Agent
1.1 Subject to the terms and conditions set forth in this Agreement,
the Fund, on behalf of the Portfolios, hereby employs and
appoints the Transfer Agent to act as, and the Transfer Agent
agrees to act as its transfer agent for the Fund's authorized and
issued shares of its beneficial interest ("Shares"), dividend
disbursing agent, custodian of certain retirement plans and agent
in connection with any accumulation, open-account or similar plan
provided to the shareholders of each of the respective Portfolios
of the Fund ("Shareholders") and set out in the currently
effective prospectus and statement of additional information
("prospectus") of the Fund on behalf of the applicable Portfolio,
including without limitation any periodic investment plan or
periodic withdrawal program. Fund shall provide Transfer Agent
with certified copies of resolutions appointing the Transfer
Agent as transfer agent.
1.2 Documents. In connection with the appointing of Transfer Agent as
the transfer agent and registrar for each Fund, the Fund will
provide or has previously provided each of the following
documents to the Transfer Agent:
(a) Copies (in paper, electronic or other agreed upon format) of
Registration Statements and amendments thereto, filed with
the Securities and Exchange Commission for initial public
offerings;
(b) Specimens of the Signatures of the officers of the Fund
authorized to sign written instructions and requests.
1.3 Records. Transfer Agent may adopt as part of its records all
lists of holders, records of Fund's shares, books, documents and
records which have been employed by any former agent of Fund for
the maintenance of the ledgers for the Fund's shares, provided
such ledger is certified by an officer of Fund or the prior
transfer agent to be true, authentic and complete.
2. Standard Services.
In accordance with the procedures established from time to time by
agreement between the Fund on behalf of each of the Portfolios, as
applicable and the Transfer Agent, the Transfer Agent agrees that it
will perform the following services:
(a) Receive for acceptance, orders for the purchase of Shares,
and promptly deliver payment and appropriate documentation
thereof to the Custodian of the Fund authorized pursuant to
the Declaration of Trust of the Fund (the "Custodian");
(b) Pursuant to purchase orders, issue and record the appropriate
number of Shares as authorized and hold such Shares in the
appropriate Shareholder account;
(c) Receive for acceptance redemption requests and redemption
directions and deliver the appropriate documentation thereof
to the Custodian;
(d) In respect to the transactions in items (a), (b) and (c)
above, the Transfer Agent shall execute transactions
directly with broker-dealers authorized by the Fund;
(e) At the appropriate time as and when it receives monies paid
to it by the Custodian with respect to any redemption, pay
over or cause to be paid over in the appropriate manner such
monies as instructed by the redeeming Shareholders;
(f) Effect transfers of Shares by the registered owners thereof
upon receipt of appropriate documentation;
(g) Prepare and transmit payments for dividends and distributions
declared by the Fund on behalf of the applicable Portfolio;
(h) Issue replacement certificates for those certificates alleged
to have been lost, stolen or destroyed upon receipt by the
Transfer Agent of an open penalty surety bond satisfactory
to it and holding it and the Fund harmless, absent notice to
the Fund and the Transfer Agent that such certificates have
been acquired by a bona fide purchaser. The Transfer Agent,
at its option, may issue replacement certificates in place
of mutilated stock certificates upon presentation thereof
without such indemnity. Further, the Transfer Agent may at
its sole option accept indemnification from a Fund to issue
replacement certificates for those certificates alleged to
have been lost, stolen or destroyed in lieu of an open
penalty bond.;
(i) Maintain records of account for and advise the Fund and its
Shareholders as to the foregoing; and
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(j) Record the issuance of Shares of the Fund and maintain
pursuant to SEC Rule 17Ad-10(e) a record of the total number
of Shares of the Fund which are authorized, based upon data
provided to it by the Fund, and issued and outstanding. The
Transfer Agent shall also provide the Fund on a regular
basis with the total number of Shares which are authorized
and issued and outstanding and shall have no obligation,
when recording the issuance of Shares, to monitor the
issuance of such Shares or to take cognizance of any laws
relating to the issue or sale of such Shares, which
functions shall be the sole responsibility of the Fund.
2.2 Additional Services. In addition to, and neither in lieu nor in
contravention of, the services set forth in the above paragraph,
the Transfer Agent shall perform the following services:
(a) Other Customary Services. Perform the customary services of a
transfer agent, dividend disbursing agent, custodian of
certain retirement plans and, as relevant, agent in
connection with accumulation, open-account or similar plan
(including without limitation any periodic investment plan
or periodic withdrawal program), including but not limited
to: maintaining all Shareholder accounts, preparing
Shareholder meeting lists, mailing Shareholder proxies,
Shareholder reports and prospectuses to current
Shareholders, withholding taxes on U.S. resident and
non-resident alien accounts, preparing and filing U.S.
Treasury Department Forms 1099 and other appropriate forms
required with respect to dividends and distributions by
federal authorities for all Shareholders, preparing and
mailing confirmation forms and statements of account to
Shareholders for all purchases and redemptions of Shares and
other confirmable transactions in Shareholder accounts,
preparing and mailing activity statements for Shareholders,
and providing Shareholder account information;
(b) Control Book (also known as "Super Sheet"). Maintain a daily
record and produce a daily report for the Fund of all
transactions and receipts and disbursements of money and
securities and deliver a copy of such report for the Fund
for each business day to the Fund no later than 9:00 AM
Eastern Time, or such earlier time as the Fund may
reasonably require, on the next business day;
(c) "Blue Sky" Reporting. The Fund shall (i) identify to the
Transfer Agent in writing those transactions and assets to
be treated as exempt from blue sky reporting for each State
and (ii) verify the establishment of transactions for each
State on the system prior to activation and thereafter
monitor the daily activity for each State. The
responsibility of the Transfer Agent for the Fund's blue sky
State registration status is solely limited to the initial
establishment of transactions subject to blue sky compliance
by the Fund and providing a system which will enable the
Fund to monitor the total number of Shares sold in each
State;
(d) National Securities Clearing Corporation (the "NSCC"). (i)
accept and effectuate the registration and maintenance of
accounts through Networking
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and the purchase, redemption, transfer and exchange of shares
in such accounts through Fund/SERV (Networking and Fund/SERV
being programs operated by the NSCC on behalf of NSCC's
participants, including the Fund), in accordance with,
instructions transmitted to and received by the Transfer
Agent by transmission from NSCC on behalf of broker-dealers
and banks which have been established by, or in accordance
with the instructions of authorized persons, as hereinafter
defined on the dealer file maintained by the Transfer Agent;
(ii) issue instructions to Fund's banks for the settlement
of transactions between the Fund and NSCC (acting on behalf
of its broker-dealer and bank participants); (iii) provide
account and transaction information from the affected Fund's
records on DST Systems, Inc. computer system TA2000 ("TA2000
System") in accordance with NSCC's Networking and Fund/SERV
rules for those broker-dealers; and (iv) maintain
Shareholder accounts on TA2000 System through Networking;
(e) New Procedures. New procedures as to who shall provide
certain of these services in Section 2 may be established in
writing from time to time by agreement between the Fund and
the Transfer Agent. The Transfer Agent may at times perform
only a portion of these services and the Fund or its agent
may perform these services on the Fund's behalf; and
(f) Additional Telephone Support Services. If the parties elect
to have the Transfer Agent provide additional telephone
support services under this Agreement, the parties will
agree to such services, fees and sub-contracting as stated
in Schedule 2.2(f) entitled "Telephone Support Services"
attached hereto.
3. Third Party Administrators for Defined Contribution Plans
3.1 The Fund may decide to make available to certain of its
customers, a qualified plan program (the "Program") pursuant to
which the customers ("Employers") may adopt certain plans of
deferred compensation ("Plan or Plans") for the benefit of the
individual Plan participant (the "Plan Participant"), such
Plan(s) being qualified under Section 401(a) of the Internal
Revenue Code of 1986, as amended ("Code") and administered by
third party administrators which may be plan administrators as
defined in the Employee Retirement Income Security Act of 1974,
as amended (the "TPA(s)").
3.2 In accordance with procedures that may be established from time
to time by mutual agreement of the parties and set forth on a
Schedule 3.1 hereto entitled "Third Party Administrator
Procedures", which may be amended by the Transfer Agent and the
Fund thereafter from time to time ("Schedule 3.1"), the Transfer
Agent shall:
(a) Treat Shareholder accounts established by the Plans in the
name of the Trustees, Plans or TPAs as the case may be as
omnibus accounts;
(b) Maintain omnibus accounts on its records in the name of the
TPA or its designee as the Trustee for the benefit of the
Plan; and
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(c) Perform all services under Section 2 as transfer agent of the
Funds and not as a record-keeper for the Plans.
3.3 Transactions identified under Section 3 of this Agreement shall
be deemed exception services ("Exception Services") when such
transactions:
(a) Require the Transfer Agent to use methods and procedures
other than those usually employed by the Transfer Agent to
perform services under Section 2 of this Agreement;
(b) Involve the provision of information to the Transfer Agent
after the commencement of the nightly processing cycle of the
TA2000 System; or
(c) Require more manual intervention by the Transfer Agent,
either in the entry of data or in the modification or
amendment of reports generated by the TA2000 System than is
usually required by non-retirement plan and pre-nightly
transactions.
4. Fees and Expenses
4.1 Fee Schedule. For the performance by the Transfer Agent
pursuant to this Agreement, the Fund agrees to pay the
Transfer Agent an annual maintenance fee for each Shareholder
account as set forth in the attached fee schedule ("Schedule
4.1"). Such fees and out-of-pocket expenses and advances
identified under Section 4.2 below may be changed from time to
time subject to mutual written agreement between the Fund and
the Transfer Agent.
4.2 Out-of-Pocket Expenses. In addition to the fee paid under
Section 4.1 above, the Fund agrees to reimburse the Transfer
Agent for out-of-pocket expenses, including but not limited to
postage, confirmation statements, investor statements,
certificates, audio response, telephone calls, records
retention/storage, customized programming /enhancements, disaster
federal wire fees, transcripts, microfilm, microfiche, recovery,
hardware at the Fund's facility, telecommunications /network
configuration, forms, sales taxes, exchange and broker fees, or
advances incurred by the Transfer Agent for the items set out in
Schedule 4.1 attached hereto. Out-of-pocket expenses may include
the costs to Transfer Agent of certain administrative expenses so
long as such expenses are described in reasonable detail on the
applicable invoice. In addition, any other expenses incurred by
the Transfer Agent at the request or with the consent of the
Fund, will be reimbursed by the Fund.
4.3 Postage. Postage for mailing of dividends, proxies, Fund reports
and other mailings to all shareholder accounts shall be advanced
to the Transfer Agent by the Fund at least seven (7) days prior
to the mailing date of such materials.
4.4 Invoices. The Fund agrees to pay all fees and reimbursable
expenses within thirty (30) days following the receipt of the
respective invoice, except for any fees or expenses that are
subject to good faith dispute. In the event of such a dispute,
the
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Fund may only withhold that portion of the fee or expense subject
to the good faith dispute. The Fund shall notify the Transfer
Agent in writing within twenty-one (21) calendar days following
the receipt of each invoice if the Fund is disputing any amounts
in good faith. If the Fund does not provide such notice of
dispute within the required time, the invoice will be deemed
accepted by the Fund. The Fund shall settle such disputed amounts
within five (5) days of the day on which the parties agree on the
amount to be paid by payment of the agreed amount. If no
agreement is reached, then such disputed amounts shall be settled
as may be required by law or legal process.
4.5 Cost of Living Adjustment. For each year following the Initial
Term, unless the parties shall otherwise agree and provided that
the service mix and volumes remain consistent as previously
provided in the Initial Term, the total fee for all services
shall equal the fee that would be charged for the same services
based on a fee rate (as reflected in a fee rate schedule)
increased by the percentage increase for the twelve-month period
of such previous calendar year of the CPI-W (defined below) or,
in the event that publication of such index is terminated, any
successor or substitute index, appropriately adjusted, acceptable
to both parties. As used herein, "CPI-W" shall mean the Consumer
Price Index for Urban Wage Earners and Clerical Workers (Area:
Boston-Brockton-Nashua, MA-NH-ME-CT; Base Period: 1982-84=100),
as published by the United States Department of Labor, Bureau of
Labor Statistics.
4.6 Late Payments. If any undisputed amount in an invoice of the
Transfer Agent (for fees or reimbursable expenses) is not paid
when due, Fund shall pay the Transfer Agent interest thereon
(from the due date to the date of payment) at a per annum rate
equal to one percent (1.0%) plus the Prime Rate (that is, the
base rate on corporate loans posted by large domestic banks)
published by The Wall Street Journal (or, in the event such rate
is not so published, a reasonably equivalent published rate
selected by Fund) on the first day of publication during the
month when such amount was due. Notwithstanding any other
provision hereof, such interest rate shall be no greater than
permitted under applicable provisions of Massachusetts law.
4.7 Bank Accounts. The Fund acknowledges that the bank demand deposit
accounts ("DDAs") maintained by the Transfer Agent in connection
with the Services will be in its name and that the Transfer Agent
may receive investment earnings in connection with the investment
of funds, at the Transfer Agent's risk and for its benefit, held
in those accounts from time to time.
5. Representations and Warranties of the Transfer Agent
The Transfer Agent represents and warrants to Fund that:
5.1 It is a trust company duly organized and existing and in good
standing under the laws of The Commonwealth of Massachusetts.
5.2 It is duly qualified to carry on its business in The Commonwealth
of Massachusetts.
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5.3 It is empowered under applicable laws and by its Charter and
By-Laws to enter into and perform this Agreement.
5.4 All requisite corporate proceedings have been taken to authorize
it to enter into and perform this Agreement.
5.5 It has and will continue to have access to the necessary
facilities, equipment and personnel to perform its duties and
obligations under this Agreement.
6. Representations and Warranties of Fund
Each Fund represents and warrants to the Transfer Agent that:
6.1 It is a business trust or corporation (as indicated on Exhibit A)
duly organized and existing and in good standing under the laws
of its state of organization.
6.2 It is empowered under applicable laws and by its organizational
documents to enter into and perform this Agreement.
6.3 All corporate proceedings required by said organizational
documents have been taken to authorize it to enter into and
perform this Agreement.
6.4 It is an open-end management investment company registered under
the Investment Company Act of 1940, as amended.
6.5 A registration statement under the Securities Act of 1933, as
amended is currently effective and will remain effective, and
appropriate state securities law filings have been made and will
continue to be made, with respect to all Shares of the Fund being
offered for sale.
7. Data Access and Proprietary Information
7.1 The Fund acknowledges that the databases, computer programs,
screen formats, report formats, interactive design techniques,
and documentation manuals furnished to the Fund by the Transfer
Agent as part of the Fund's ability to access certain
Fund-related data ("Fund Data") maintained by the Transfer Agent
on databases under the control and ownership of the Transfer
Agent or other third party ("Data Access Services") constitute
copyrighted, trade secret, or other proprietary information
(collectively, "Proprietary Information") of substantial value to
the Transfer Agent or other third party. In no event shall
Proprietary Information be deemed Fund Data. The Fund agrees to
treat all Proprietary Information as proprietary to the Transfer
Agent and further agrees that it shall not divulge any
Proprietary Information to any person or organization except as
may be provided hereunder. Without limiting the foregoing, the
Fund agrees for itself and its employees and agents to:
(a) Use such programs and databases (i) solely on computers of
the Fund or its management company, or (ii) solely from
equipment at the location agreed to
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between the Fund and the Transfer Agent and (iii) solely in
accordance with the Transfer Agent's applicable user
documentation;
(b) Refrain from copying or duplicating in any way (other than
in the normal course of performing processing on the
computers of the Fund or its management company), the
Proprietary Information;
(c) Refrain from obtaining unauthorized access to any portion of
the Proprietary Information, and if such access is
inadvertently obtained, to inform in a timely manner of such
fact and dispose of such information in accordance with the
Transfer Agent's instructions;
(d) Refrain from causing or allowing information transmitted
from the Transfer Agent's computer to computers of the Fund
or its management company to be retransmitted to any other
computer terminal or other device except as expressly
permitted by the Transfer Agent (such permission not to be
unreasonably withheld);
(e) Allow the Fund to have access only to those authorized
transactions as agreed to between the Fund and the Transfer
Agent; and
(f) Honor all reasonable written requests made by the Transfer
Agent to protect at the Transfer Agent's expense the rights
of the Transfer Agent in Proprietary Information at common
law, under federal copyright law and under other federal or
state law.
7.2 Proprietary Information shall not include all or any portion of
any of the foregoing items that: (i) are or become publicly
available without breach of this Agreement; (ii) are released for
general disclosure by a written release by the Transfer Agent; or
(iii) are already in the possession of the receiving party at the
time of receipt without obligation of confidentiality or breach
of this Agreement.
7.3 The Fund acknowledges that its obligation to protect the Transfer
Agent's Proprietary Information is essential to the business
interest of the Transfer Agent and that the disclosure of such
Proprietary Information in breach of this Agreement would cause
the Transfer Agent immediate, substantial and irreparable harm,
the value of which would be extremely difficult to determine.
Accordingly, the parties agree that, in addition to any other
remedies that may be available in law, equity, or otherwise for
the disclosure or use of the Proprietary Information in breach of
this Agreement, the Transfer Agent shall be entitled to seek and
obtain a temporary restraining order, injunctive relief, or other
equitable relief against the continuance of such breach.
7.4 If the Fund notifies the Transfer Agent that any of the Data
Access Services do not operate in material compliance with the
most recently issued user documentation for such services, the
Transfer Agent shall use its best efforts to correct such failure
in a timely manner. Organizations from which the Transfer Agent
may obtain certain data included in the Data Access Services are
solely responsible for the contents of such data and the Fund
agrees to make no claim against the
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Transfer Agent arising out of the contents of such third-party
data, including, but not limited to, the accuracy thereof. DATA
ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE
SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS
IS, AS AVAILABLE BASIS. THE TRANSFER AGENT EXPRESSLY DISCLAIMS
ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING,
BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE.
7.5 If the transactions available to the Fund include the ability to
originate electronic instructions to the Transfer Agent in order
to (i) effect the transfer or movement of cash or Shares or (ii)
transmit Shareholder information or other information, then in
such event the Transfer Agent shall be entitled to rely on the
validity and authenticity of such instruction without undertaking
any further inquiry as long as such instruction is undertaken in
conformity with security procedures established by the Transfer
Agent from time to time.
7.6 Each party shall take reasonable efforts to advise its employees
of their obligations pursuant to this Section 7. The obligations
of this Section shall survive any termination of this Agreement.
8. Indemnification.
8.1 The Transfer Agent shall not be responsible for, and the Fund
shall indemnify and hold the Transfer Agent harmless from and
against, any and all losses, claims, damages, costs, charges,
counsel fees and expenses, payments, expenses and liability
arising out of or attributable to:
(a) All actions of the Transfer Agent or its agents or
subcontractors required to be taken pursuant to this
Agreement, provided such actions are taken in good faith and
without negligence or willful misconduct;
(b) The Fund's lack of good faith, negligence or willful
misconduct or the breach of any representation or warranty
of the Fund hereunder;
(c) The reasonable reliance or use by the Transfer Agent or its
agents or subcontractors of information, records and
documents, data, share certificates or services which are
received by the Transfer Agent or its agents or
subcontractors by machine readable input, facsimile, CRT
data entry, electronic instructions or other similar means
authorized by the Fund, and which have been prepared,
maintained or performed by the Fund or any other person or
firm on behalf of the Fund including but not limited to any
broker-dealer, TPA or previous transfer agent;
(d) The reasonable reliance or use by the Transfer Agent or its
agents or subcontractors of any paper or document reasonably
believed to be genuine and to have been signed by the proper
person or persons including Shareholders or electronic
instruction from Shareholders submitted through electronic
means pursuant to the security procedures for such
electronic
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communication established by the Transfer Agent;
(e) The reasonable reliance on, or the carrying out by the
Transfer Agent or its agents or subcontractors of any
instructions or requests of the Fund's representatives;
(f) The offer or sale of Shares in violation of any federal or
state securities laws requiring that such Shares be
registered or in violation of any stop order or other
determination or ruling by any federal or state agency with
respect to the offer or sale of such Shares;
(g) The negotiations and processing of any checks, including
without limitation for deposit into the Fund's DDA
maintained by the Transfer Agent in accordance with the
procedures mutually agreed upon by the parties;
(h) Any actions taken or omitted to be taken by any former agent
of Fund and arising from Transfer Agent's reliance on the
certified list of holders; and
8.2 Instructions. At any time the Transfer Agent may apply to any
officer of the Fund for instruction, and may consult with legal
counsel for the Transfer Agent or the Fund with respect to any
matter arising in connection with the services to be performed by
the Transfer Agent under this Agreement, and Transfer Agent and
its agents and subcontractors shall not be liable and shall be
indemnified by the Fund for any action taken or omitted by it in
reliance upon such instructions or upon the advice or opinion of
such counsel. The Transfer Agent, its agents and subcontractors
shall be protected and indemnified in acting upon any paper or
document reasonably believed to be genuine and to have been
signed by the proper person or persons, or upon any instruction,
information, data, records or documents provided the Transfer
Agent or its agents or subcontractors by telephone, in person,
machine readable input, telex, CRT data entry or similar means
authorized by the Fund, and shall not be held to have notice of
any change of authority of any person, until receipt of written
notice thereof from the Fund. The Transfer Agent, its agents and
subcontractors shall also be protected and indemnified in
recognizing stock certificates which are reasonably believed to
bear the proper manual or facsimile signatures of officers of the
Fund, and the proper countersignature of any former transfer
agent or former registrar, or of a co-transfer agent or
co-registrar.
8.3. Standard of Care. The Transfer Agent shall at all times act in
good faith and agrees to use its best efforts within reasonable
limits to ensure the accuracy of all services performed under
this Agreement, but assumes no responsibility and shall not be
liable for loss or damage due to errors, including encoding and
payment processing errors, unless said errors are caused by its
negligence, bad faith, or willful misconduct or that of its
employees or agents.
8.4. Notice. In order that the indemnification provisions contained in
this Section shall apply, upon the assertion of a claim for which
the Fund may be required to indemnify the Transfer Agent, the
Transfer Agent seeking indemnification shall promptly notify the
Fund of such assertion, and shall keep the Fund advised with
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respect to all developments concerning such claim. The Fund
shall have the option to participate with the Transfer Agent
in the defense of such claim or to defend against said claim
in its own name or the name of the Transfer Agent. The
Transfer Agent shall in no case confess any claim or make
any compromise in any case in which the Fund may be required
to indemnify it except with the Fund's prior written
consent.
9. Consequential Damages.
NO PARTY SHALL BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL OR
CONSEQUENTIAL DAMAGES OF ANY NATURE WHATSOEVER, INCLUDING, BUT NOT
LIMITED TO, LOSS OF ANTICIPATED PROFITS, OCCASIONED BY A BREACH OF ANY
PROVISION OF THIS AGREEMENT EVEN IF APPRISED OF THE POSSIBILITY OF SUCH
DAMAGES.
10. Responsibilities of the Transfer Agent.
The Transfer Agent undertakes the duties and obligations imposed by
this Agreement upon the following terms and conditions, by all of which
the Fund, by its acceptance hereof, shall be bound:
10.1 Whenever in the performance of its duties hereunder the
Transfer Agent shall deem it necessary or desirable that any
fact or matter be proved or established prior to taking or
suffering any action hereunder, such fact or matter may be
deemed to be conclusively proved and established by a
certificate signed by an officer of the Fund and delivered to
the Transfer Agent. Such certificate shall be full
authorization to the recipient for any action taken or
suffered in good faith by it under the provisions of this
Agreement in reliance upon such certificate.
10.2 The Fund agrees that it will perform, execute, acknowledge and
deliver or cause to be performed, executed, acknowledged and
delivered all such further and other acts, instruments and
assurances as may reasonably be required by the Transfer Agent
for the carrying out, or performing by the Transfer Agent of
the provisions of this Agreement.
10.3 Transfer Agent, any of its affiliates or subsidiaries, and any
stockholder, director, officer or employee of the Transfer
Agent may buy, sell or deal in the securities of the Fund or
become pecuniarily interested in any transaction in which the
Fund may be interested, or contract with or lend money to the
Fund or otherwise act as fully and freely as though it were
not appointed as agent under this Agreement. Nothing herein
shall preclude the Transfer Agent from acting in any other
capacity for the Fund or for any other legal entity.
10.4 No provision of this Agreement shall require the Transfer
Agent to expend or risk its own funds or otherwise incur any
financial liability in the performance of any of its duties
hereunder or in the exercise of its rights if it shall believe
in good faith that repayment of such funds or adequate
indemnification against such risk or liability is not
reasonably assured to it.
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11. Confidentiality
11.1 The Transfer Agent and the Fund agree that they will not, at
any time during the term of this Agreement or after its
termination, reveal, divulge, or make known to any person,
firm, corporation or other business organization, any Fund's
customer lists, trade secrets, cost figures and projections,
profit figures and projections, or any other secret or
confidential information whatsoever, whether of the Transfer
Agent or of the Fund, used or gained by the Transfer Agent or
the Fund during performance under this Agreement. The Fund and
the Transfer Agent further covenant and agree to retain all
such knowledge and information acquired during and after the
term of this Agreement respecting such lists, trade secrets,
or any secret or confidential information whatsoever in trust
for the sole benefit of the Transfer Agent or the Fund and
their successors and assigns. In the event of breach of the
foregoing by either party, the remedies provided by Section
7.3 shall be available to the party whose confidential
information is disclosed. The above prohibition of disclosure
shall not apply to the extent that the Transfer Agent must
disclose such data to its sub-contractor or Fund's agent for
purposes of providing services under this Agreement.
11.2 In the event that any requests or demands are made for the
inspection of the Shareholder records of the Fund, other than
request for records of Shareholders pursuant to standard
subpoenas from state or federal government authorities (i.e.,
divorce and criminal actions), the Transfer Agent will
endeavor to notify the Fund and to secure instructions from an
authorized officer of the Fund as to such inspection. The
Transfer Agent expressly reserves the right, however, to
exhibit the Shareholder records to any person whenever it is
advised by counsel that it may be held liable for the failure
to exhibit the Shareholder records to such person or if
required by law or court order.
12. Covenants of the Fund and the Transfer Agent
12.1 Documentation. The Fund shall promptly furnish to the Transfer
Agent the following:
(a) A certified copy of the resolution of the Board of
Trusteesor the Board of Directors of the Fund
authorizing the appointment of the Transfer Agent and
the execution and delivery of this Agreement; and
(b) A copy (in paper, electronic or other agreed upon
format)of the organizational documents of the Fund and
amendments thereto.
12.2 Facilities. The Transfer Agent hereby agrees to establish and
maintain facilities and procedures reasonably acceptable to
the Fund for safekeeping of stock certificates, check forms
and facsimile signature imprinting devices, if any; and for
the preparation or use, and for keeping account of, such
certificates, forms and devices.
12
12.3 Records. The Transfer Agent shall keep records relating to the
services to be performed hereunder, in the form and manner as
it may deem advisable. The Transfer Agent agrees that all such
records prepared or maintained by it relating to the services
performed hereunder are the property of the Fund and will be
preserved, maintained and made available in accordance with
the requirements of law, and will be surrendered promptly to
the Fund on and in accordance with its request.
12.4 Non-Solicitation of Transfer Agent Employees. Fund shall not
attempt to hire or assist with the hiring of an employee of
the Transfer Agent or of its affiliated companies or encourage
any employee to terminate their relationship with the Transfer
Agent or its affiliated companies.
13. Termination of Agreement
13.1 Term. The initial term of this Agreement (the "Initial Term")
shall be three (3) years from the date first stated above
unless terminated pursuant to the provisions of this Section
13. Unless a terminating party gives written notice to the
other party one hundred and twenty (120) days before the
expiration of the Initial Term or any Renewal Term, this
Agreement will renew automatically from year to year (each
such year-to-year renewal term a "Renewal Term"). One hundred
and twenty (120) days before the expiration of the Initial
Term or a Renewal Term the parties to this Agreement will
agree upon a Fee Schedule for the upcoming Renewal Term.
Otherwise, the fees shall be increased pursuant to Section 4.5
of this Agreement.
13.2 Early Termination. Notwithstanding anything contained in this
Agreement to the contrary, should the Fund desire to move any
of its services provided by the Transfer Agent hereunder to a
successor service provider prior to the expiration of the then
current Initial or Renewal Term, or without the required
notice, the Transfer Agent shall make a good faith effort to
facilitate the conversion on such prior date; however, there
can be no guarantee or assurance that the Transfer Agent will
be able to facilitate a conversion of services on such prior
date. In connection with the foregoing, should this Agreement
be terminated by the Fund for any reason other than a material
breach of the Agreement by the Transfer Agent and the services
be converted to a successor service provider, or if the Fund
is liquidated or its assets merged or purchased or the like
with or by another entity which does not utilize the services
of the Transfer Agent, the fees payable to the Transfer Agent
shall be calculated as if the services had been performed by
the Transfer Agent until the expiration of the then current
Initial or Renewal Term and calculated at the asset and/or
Shareholder account levels, as the case may be, on the date
notice of termination was given to the Transfer Agent. In
addition to the forgoing, in the event that the Fund
terminates this Agreement during the Initial Term, other than
due to a material breach of the Agreement by the Transfer
Agent, then the Fund will reimburse the Transfer Agent in an
amount equal to the cost of conversion and implementation,
which will be subject to a pro rata reduction over the Initial
Term. The payment of all fees to the Transfer Agent as set
forth herein shall be accelerated to the business day
immediately prior to the
13
conversion or termination of services or such later date or
dates as may be mutually agreed by the parties.
13.3 Expiration of Term. During the Initial Term or Renewal Term,
whichever currently is in effect, should either party exercise
its right to terminate, all out-of-pocket expenses or costs
associated with the movement of records and material will be
borne by the Fund. Additionally, the Transfer Agent reserves
the right to charge for any other reasonable expenses
associated with such termination.
13.4 Confidential Information. Upon termination of this Agreement,
each party shall return to the other party all copies of
confidential or proprietary materials or information received
from such other party hereunder, other than materials or
information required to be retained by such party under
applicable laws or regulations.
13.5 Unpaid Invoices. The Transfer Agent may terminate this
Agreement immediately upon an unpaid invoice payable by the
Fund to the Transfer Agent being outstanding for more than
ninety (90) days, except with respect to any amount subject to
a good faith dispute within the meaning of Section 4.4 of this
Agreement.
13.6 Bankruptcy. Either party hereto may terminate this Agreement
by notice to the other party, effective at any time specified
therein, in the event that (a) the other party ceases to carry
on its business or (b) an action is commenced by or against
the other party under Title 11 of the United States Code or a
receiver, conservator or similar officer is appointed for the
other party and such suit, conservatorship or receivership is
not discharged within sixty (60) days.
14. Assignment and Third Party Beneficiaries
14.1 Except as provided in Section 15.1 below, neither this
Agreement nor any rights or obligations hereunder may be
assigned by either party without the written consent of the
other party. Any attempt to do so in violation of this Section
shall be void. Unless specifically stated to the contrary in
any written consent to an assignment, no assignment will
release or discharge the assignor from any duty or
responsibility under this Agreement.
14.2 Except as explicitly stated elsewhere in this Agreement,
nothing under this Agreement shall be construed to give any
rights or benefits in this Agreement to anyone other than the
Transfer Agent and the Fund, and the duties and
responsibilities undertaken pursuant to this Agreement shall
be for the sole and exclusive benefit of the Transfer Agent
and the Fund. This Agreement shall inure to the benefit of and
be binding upon the parties and their respective permitted
successors and assigns.
14.3 This Agreement does not constitute an agreement for a
partnership or joint venture between the Transfer Agent and
the Fund. Other than as provided in Section 15.1, neither
party shall make any commitments with third parties that are
binding on the other party without the other party's prior
written consent.
14
15. Subcontractors
15.1 The Transfer Agent may, without further consent on the part of
the Fund, subcontract for the performance hereof with (i)
Boston Financial Data Services, Inc., a Massachusetts
corporation ("Boston Financial") which is duly registered as a
transfer agent pursuant to Section 17A(c)(2) of the Securities
Exchange Act of 1934, as amended, (ii) a Boston Financial
subsidiary duly registered as a transfer agent or (iii) a
Boston Financial affiliate duly registered as a transfer
agent; provided however, that the Transfer Agent shall be as
fully responsible to the Fund for the acts and omissions of
such subcontractor as it is for its own acts and omissions.
15.2 Nothing herein shall impose any duty upon the Transfer Agent
in connection with or make the Transfer Agent liable for the
actions or omissions to act of unaffiliated third parties such
as by way of example and not limitation, Airborne Services,
Federal Express, United Parcel Service, the U.S. Mails, the
NSCC and telecommunication companies, provided, if the
Transfer Agent selected such company, the Transfer Agent shall
have exercised due care in selecting the same.
16. Miscellaneous
16.1 Amendment. This Agreement may be amended or modified by a
written amendment executed by the parties hereto and, to the
extent required, authorized or approved by a resolution of the
Board of Directors of the Fund.
16.2 Massachusetts Law to Apply. This Agreement shall be construed
and the provisions thereof interpreted under and in
accordance with the laws of The Commonwealth of Massachusetts.
16.3 Force Majeure. Notwithstanding anything to the contrary
contained herein, neither party shall be liable for any delays
or failures in performance resulting from acts beyond its
reasonable control including, without limitation, acts of God,
acts of war or terrorism, shortage of supply, breakdowns or
malfunctions, interruptions or malfunction of computer
facilities, or loss of data due to power failures or
mechanical difficulties with information storage or retrieval
systems, labor difficulties or civil unrest. Notwithstanding
the foregoing, in the event of such an occurrence, each party
agrees to make a good faith effort to perform its obligations
hereunder.
16.4 Survival. All provisions regarding indemnification, warranty,
liability, and limits thereon, and confidentiality and/or
protections of proprietary rights and trade secrets shall
survive the termination of this Agreement.
16.5 Severability. If any term, provision, covenant or restriction
of this Agreement is held by a court of competent jurisdiction
or other authority to be invalid, void or unenforceable, the
remainder of the terms, provision, covenants and restrictions
of this Agreement shall remain in full force and effect and
shall in no way be affected, impaired or invalidated.
15
16.6 Successors. All the covenants and provisions of this agreement by or
for the benefit of the Fund or the Transfer Agent shall bind and
inure to the benefit of their respective successors and assigns
hereunder.
16.7 Priorities Clause. In the event of any conflict, discrepancy or
ambiguity between the terms and conditions contained in this
Agreement and any Schedules or attachments hereto, the terms and
conditions contained in this Agreement shall take precedence.
16.8 Waiver. No waiver by either party or any breach or default of any of
the covenants or conditions herein contained and performed by the
other party shall be construed as a waiver of any succeeding breach
of the same or of any other covenant or condition.
16.9 Merger of Agreement. This Agreement constitutes the entire agreement
between the parties hereto and supersedes any prior agreement with
respect to the subject matter hereof whether oral or written.
16.10 Counterparts. This Agreement may be executed by the parties hereto on
any number of counterparts, and all of said counterparts taken
together shall be deemed to constitute one and the same instrument.
16.11 Reproduction of Documents. This Agreement and all schedules,
exhibits, attachments and amendments hereto may be reproduced by any
photographic, photostatic, microfilm, micro-card, miniature
photographic or other similar process. The parties hereto each agree
that any such reproduction shall be admissible in evidence as the
original itself in any judicial or administrative proceeding, whether
or not the original is in existence and whether or not such
reproduction was made by a party in the regular course of business,
and that any enlargement, facsimile or further reproduction shall
likewise be admissible in evidence.
16.12 Notices. Any notice or communication by the Transfer Agent or the
Fund to the other is duly given if in writing and delivered in person
or mailed by first class mail, postage prepaid, telex, telecopier or
overnight air courier guaranteeing next day delivery, to the other's
address:
(a) If to the Transfer Agent, to:
State Street Bank and Trust Company
c/o Boston Financial Data Services, Inc.
0 Xxxxxxxx Xxxxx, 0/xx/ Xxxxx
Xxxxx Xxxxxx, Xxxxxxxxxxxxx 00000
Attention: Legal Department
Facsimile: (000) 000-0000
16
(b) If to the Fund, to:
Nuveen Funds
c/o Nuveen Investments
000 X. Xxxxxx Xxxxx
Xxxxx 0000
Xxxxxxx, XX 00000
Attn: General Counsel
Facsimile: (000) 000-0000
The Transfer Agent and the Fund may, by notice to the other, designate
additional or different addresses for subsequent notices or communications.
Section 17. Limitation of Liability
For each Fund that is a business trust, the Fund's Declaration of Trust is
on file with the Secretary of The Commonwealth of Massachusetts. This Agreement
is executed on behalf of each such Fund by the Fund's officers as officers and
not individually. The obligations imposed upon each such Fund by this Agreement
are not binding upon any of the Fund's Trustees, officers or shareholders
individually but are binding only upon the assets and property of the Fund.
17
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
in their names and on their behalf by and through their duly authorized
officers, as of the day and year first above written.
FUND
BY: /s/ Xxxx X. Xxxxx
------------------------------
as an Authorized Officer on behalf of each
of the Funds indicated on Exhibit A
ATTEST:
/s/ Xxxxx Xxxxxxx
------------------------------
STATE STREET BANK AND TRUST
COMPANY
BY: /s/ Xxxxxx X. Xxxxxx
------------------------------
ATTEST:
/s/ Xxxxxx Xxxxxxxx
------------------------------
18
SCHEDULE A
NUVEEN OPEN-END FUNDS*
INNOVATION FUND*
XXXXXXXXXXX GROWTH FUND*
LARGE-CAP VALUE FUND*
EUROPEAN VALUE FUND*
NWQ INTERNATIONAL VALUE FUND*
BALANCED STOCK AND BOND FUND*
BALANCED MUNICIPAL AND STOCK FUND*
ALL-AMERICAN MUNICIPAL BOND FUND*
HIGH YIELD MUNICIPAL BOND FUND*
INSURED MUNICIPAL BOND FUND*
INTERMEDIATE DURATION MUNICIPAL BOND FUND*
LIMITED TERM MUNICIPAL BOND FUND*
ARIZONA MUNICIPAL BOND FUND*
CALIFORNIA MUNICIPAL BOND FUND*
CALIFORNIA INSURED MUNICIPAL BOND FUND*
COLORADO MUNICIPAL BOND FUND*
CONNECTICUT MUNICIPAL BOND FUND*
FLORIDA MUNICIPAL BOND FUND*
GEORGIA MUNICIPAL BOND FUND*
KANSAS MUNICIPAL BOND FUND*
KENTUCKY MUNICIPAL BOND FUND*
LOUISIANA MUNICIPAL BOND FUND*
MARYLAND MUNICIPAL BOND FUND*
MASSACHUSETTS MUNICIPAL BOND FUND*
MASSACHUSETTS INSURED MUNICIPAL BOND FUND*
MICHIGAN MUNICIPAL BOND FUND*
MISSOURI MUNICIPAL BOND FUND*
NEW JERSEY MUNICIPAL BOND FUND*
NEW MEXICO MUNICIPAL BOND FUND*
NEW YORK MUNICIPAL BOND FUND*
NEW YORK INSURED MUNICIPAL BOND FUND*
NORTH CAROLINA MUNICIPAL BOND FUND*
OHIO MUNICIPAL BOND FUND*
PENNSYLVANIA MUNICIPAL BOND FUND*
TENNESSEE MUNICIPAL BOND FUND*
VIRGINIA MUNICIPAL BOND FUND*
WISCONSIN MUNICIPAL BOND FUND*
__________________________________
* Massachusetts Business Trust
FUND STATE STREET BANK AND TRUST
COMPANY
BY: /s/ Xxxx X. Xxxxx BY: /s/ Xxxxxx X. Xxxxxx
------------------------------------ ---------------------------
as an Authorized Officer on behalf of each Executive Vice President
of the Funds indicated on Exhibit A
