EXHIBIT h.5
Nuveen Investments
000 Xxxx Xxxxxx Xxxxx
Xxxxxxx, XX 00000
, 2007
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Dear Mr. :
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Reference is made to Fund (the "Fund"). The Fund currently is making
an initial public offering of its common shares of beneficial interest (the
"Shares") through several underwriters. Such offering is referred to herein as
the "Offering." You are acting as lead manager and representative (the
"Representative") of the underwriters of the Offering, and we are participating
as a manager and underwriter of the Offering.
We are requesting that we be able to offer certain broker-dealers
the opportunity to participate as selling dealers in the Offering. This letter
is to confirm our agreement with you as to the terms and conditions on which we
may transact business (collectively, the "Nuveen Selected Dealers" and,
individually, a "Nuveen Selected Dealer"):
a. Each Nuveen Selected Dealer to whom we offer to sell, or sell, Shares
shall have entered into a master selected dealer agreement ("Selected Dealer
Agreement") with Nuveen, the form of which is attached hereto as Exhibit A;
b. Before offering to sell, or selling, Shares to a Nuveen Selected
Dealer, Xxxxxx will carry out such independent investigations as it deems
necessary to determine that such dealer satisfies the criteria set forth in
Section 6 of the Selected Dealer Agreement;
c. We will act under and enforce each Selected Dealer Agreement only with
your consent (which shall not be unreasonably withheld) or upon your
instruction;
d. We shall not allow any Nuveen Selected Dealer purchasing Shares in an
Offering a selling concession that is in an amount in excess of the maximum
selling concession set by you for selected dealers for the Offering; and
e. We agree upon instruction from you, subject to the other terms of the
Offering, to pay for and purchase all Shares that we reserve in the Offering,
whether such Shares are reserved by us for our own account or for the account of
one or more Nuveen Selected Dealers, and we agree to make all purchases of
Shares in accordance with Master Agreement among Underwriters between the
Representatives and Nuveen and the underwriting agreement for the Offering of
such Shares.
If the foregoing correctly sets forth our understanding regarding
the matters described herein, please so indicate by signing a copy of this
letter where indicated below and returning a signed copy of this letter to us.
For your convenience, a duplicate copy of this letter has been included.
NUVEEN INVESTMENTS
By:
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Name: Xxxxx X. XxXxxxxx
Title: Vice President
Acknowledged and agreed to as of this __ day of ___________ 2007 on behalf of
themselves and, in respect of the Offering, the other underwriters of the
Offering.
By:
By
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Name:
Title:
