EXPENSE REIMBURSEMENT AGREEMENT
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AGREEMENT made this ______ day of ________, 2001, by and between NUVEEN
PENNSYLVANIA DIVIDEND ADVANTAGE MUNICIPAL FUND, a Massachusetts business trust
(the "Fund"), and NUVEEN ADVISORY CORP., a Delaware corporation (the "Adviser").
W I T N E S S E T H
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WHEREAS, the Fund and the Adviser have separately entered into an Investment
Management Agreement of even date herewith (the "Management Agreement");
In consideration of the mutual covenants hereinafter contained, and in
connection with the establishment and commencement of operations of the Fund, it
is hereby agreed by and between the parties hereto as follows:
1. For the period from the commencement of the Fund's operations through
__________, 2001 and for the 12 month periods ending __________ in each
indicated year during the term of the Management Agreement (including any
continuation done in accordance with Section 15(c) of the Investment Company Act
of 1940), the Adviser agrees to reimburse expenses (including the management fee
and other expenses) in the amounts determined by applying the following annual
rates to the average daily net assets of the Fund:
Period Ending Period Ending
__________ Reimbursement __________ Reimbursement
---------- ------------- ---------- -------------
2001* .30%
2002 .30% 2007 .25%
2003 .30% 2008 .20%
2004 .30% 2009 .15%
2005 .30% 2010 .10%
2006 .30% 2011 .05%
*From the commencement of operations.
2. To effect the expense reimbursement provided for in this Agreement, the Fund
may offset the appropriate amount of the reimbursement contemplated hereunder
against the management fee payable under the Management Agreement.
3. This Agreement, and the Adviser's obligation to so reimburse expenses
hereunder, shall terminate on the earlier of (a) __________, 2011 or (b)
termination of the Management Agreement.
4. Except as provided in paragraph 3, above, this Agreement may be terminated
only by the vote of (a) the Board of Trustees of the Fund, including the vote of
the members of the Board who are not "interested persons" within the meaning of
the Investment Company Act of 1940, and (b) a majority of the outstanding voting
securities of the Fund.
5. If any provision of this Agreement shall be held or made invalid by a court
decision, statute, rule, or otherwise, the remainder shall not be thereby
affected.
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6. The Fund's Declaration of Trust is on file with the Secretary of the
Commonwealth of Massachusetts. This Agreement is executed on behalf of the Fund
by the Fund's officers as officers and not individually and the obligations
imposed upon the 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.
IN WITNESS WHEREOF, the Fund and the Adviser have caused this Agreement to be
executed on the day and year above written.
NUVEEN PENNSYLVANIA DIVIDEND
ADVANTAGE MUNICIPAL FUND
by: ___________________________
Vice President
Attest: ______________________
Assistant Secretary
NUVEEN ADVISORY CORP.
by: ___________________________
Vice President
Attest: ______________________
Assistant Secretary
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