Exhibit K.4
NUVEEN BROKER-DEALER AGREEMENT
BASIC TERMS FOR ACTING AS A BROKER-DEALER
Relating to
FUNDPREFERRED SHARES
___________, 2002
TABLE OF CONTENTS
PAGE
1. Definitions and Rules of Construction............................... 1
1.1 Terms Defined by Reference to Statement.................... 1
1.2 Terms Defined Herein....................................... 1
1.3 Rules of Construction...................................... 2
2. The Auction......................................................... 3
2.1 Purposes; Incorporation by Reference of Auction Procedures
and Settlement Procedures.................................. 3
2.2 Preparation of Each Auction................................ 3
2.3 Auction Schedule; Method of Submission of Order............ 5
2.4 Notices.................................................... 7
2.5 Designation of Special Rate Period......................... 7
2.6 Service Charge to be Paid to BD............................ 8
2.7 Settlement................................................. 8
3. The Auction Agent................................................... 9
3.1 Duties and Responsibilities................................ 9
3.2 Rights of the Auction Agent............................... 10
3.3 Auction Agent's Disclaimer................................ 11
4. Miscellaneous...................................................... 11
4.1 Termination............................................... 11
4.2 Participant in Securities Depository...................... 11
4.3 Payment of Dividends in Same-Day Funds.................... 11
4.4 Communications............................................ 11
4.5 Entire Agreement.......................................... 12
4.6 Benefits.................................................. 12
4.7 Amendment; Waiver......................................... 12
4.8 Successors and Assigns.................................... 12
4.9 Severability.............................................. 12
4.10 Execution in Counterparts................................. 12
4.11 Governing Law............................................. 12
4.12 Declaration of Trust...................................... 12
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EXHIBITS
EXHIBIT A - Settlement Procedures
EXHIBIT B - Nuveen Quality Preferred Income Fund FundPreferred shares,
Series ____ Order Form
EXHIBIT C - Nuveen Quality Preferred Income Fund FundPreferred shares,
Series ____ Order Form
EXHIBIT D - Nuveen Quality Preferred Income Fund FundPreferred shares,
Series ____ Order Form
EXHIBIT E - Form of Acceptance Letter
These basic terms ("Basic Terms") set forth the general terms and
conditions pursuant to which a broker-dealer identified in a Acceptance Letter
(together with its successors and assigns, a "BD") will act as a Broker-Dealer
for FundPreferred shares ("FundPreferred shares") issued by investment
companies, now or hereafter organized, registered under the Investment Company
Act of 1940, as amended (the "Funds"), for which Nuveen Institutional Advisory
Corp. (the "Adviser") is the investment adviser.
Each Fund has issued or may issue shares of FundPreferred shares,
pursuant to its Declaration of Trust, as amended or supplemented by the
Statement of such Fund. A bank or trust company specified in the Request Letter
and Acceptance 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 Rate Period of
any series of FundPreferred shares of such Fund then outstanding, the Applicable
Rate for such series for such 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 Trustees of each Fund will adopt a resolution appointing the Auction Agent as
auction agent for purposes of the Auction Procedures for each series of
FundPreferred shares of such Fund.
The Auction Procedures of each Fund will require the participation of
one or more Broker-Dealers for each series of FundPreferred shares of such Fund.
BD will act as a Broker-Dealer for each series of FundPreferred shares of each
Fund.
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.
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 the Fund,
Adviser and Auction Agent to BD pursuant to which the BD is
appointed as a Broker-Dealer for each series of FundPreferred
shares 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 Request Letter
relating to one or more series of FundPreferred shares of
such Fund.
(c) "Auction" shall have the meaning specified in Section 2.1
hereof.
(d) "Auction Agency Agreement" shall mean the Auction Agent
Agreement between a Fund and the Auction Agent relating to
one or more series of FundPreferred shares of such Fund.
(e) "Auction Procedures" shall mean the auction procedures
constituting Part II of the Statement.
(f) "Authorized Officer" shall mean each Vice President,
Assistant Vice President and Assistant Treasurer of the
Auction Agent assigned to the Dealing and Trading Group of
its Corporate Trust Division and every other officer or
employee of the Auction Agent designated as an "Authorized
Officer" for purposes of this Agreement in a communication to
the BD.
(g) "BD Officer" shall mean each officer or employee of BD
designated as a "BD Officer" for purposes of this Agreement
in a communication to the Auction Agent.
(h) "Broker-Dealer Agreement" shall mean this Agreement and any
substantially similar agreement between the Auction Agent and
a Broker-Dealer.
(i) "Existing Holder" shall have the meaning set forth in the
Statement, and for purposes of this Broker-Dealer Agreement
and with respect to the Auction Procedures as referred to in
this Agreement, shall also include, as the circumstances may
require, a Person who is listed as the beneficial owner of
FundPreferred shares in the records of a Broker-Dealer.
(j) "Potential Holder" shall have the meaning set forth in the
Statement, and for purposes of this Broker-Dealer Agreement
and with respect to the Auction Procedures as referred to in
this Agreement, shall also include, as the circumstances may
require, any other Person, including any Existing Holder of
FundPreferred shares, who may be interested in acquiring
FundPreferred shares (or, in the case of an Existing Holder,
additional FundPreferred shares).
(k) "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 FundPreferred shares of such
Fund.
(l) "Settlement Procedures" shall mean the Settlement Procedures
attached hereto as Exhibit A.
(m) "Statement," shall mean the Statement Establishing and Fixing
the Rights and Preferences of, and authorizing the issuance
of, one or more series of FundPreferred shares, as filed by
such Fund with the Office of the
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Secretary of State or other officer of the state where such
Fund was organized.
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 this Agreement:
(a) Words importing the singular number shall include the plural
number and vice versa.
(b) The captions and headings herein are solely for the
convenience of reference and shall not constitute a part of
this Agreement nor shall they affect its meaning,
construction or effect.
(c) The words "hereof", "herein", "hereto", and other words of
similar import refer to this 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 Purposes; Incorporation by Reference of Auction Procedures and
Settlement Procedures.
(a) The provisions of the Auction Procedures will be followed by
the Auction Agent for the purpose of determining the
Applicable Rate for any Dividend Period of any series of
FundPreferred shares for which the Applicable 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) The BD agrees to act as, and assumes the obligations of, and
limitations and restrictions placed upon, a Broker-Dealer
under this Agreement for each series of FundPreferred shares.
The BD understands that other Persons meeting the
requirements specified in the definition of "Broker-Dealer"
contained in the Auction Procedures may execute Broker-Dealer
Agreements and participate as Broker-Dealers in Auctions.
2.2 Preparation of Each Auction.
(a) Not later than 9:30 A.M. on each Auction Date for any series
of FundPreferred shares, the Auction Agent shall advise the
Broker-Dealers for such series by telephone of the Minimum
Rate and Maximum Rate
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therefor and the AA Composite Commercial Paper Rate(s) and
the Treasury Index Rate(s), as the case may be, used in
determining the Minimum Rate and Maximum Rate.
(b) In the event that any Auction Date for any series of
FundPreferred shares shall be changed after the Auction Agent
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, the
Auction Agent, by such means as the Auction Agent deems
practicable shall give notice of such change to the 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 original Auction Date. Thereafter, the BD shall notify
customers of the BD who the BD believes are Existing Holders
of FundPreferred shares of such change in the Auction Date.
(c) For purposes of maintaining its list of Existing Holders, the
Auction Agent for any series of FundPreferred shares 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 FundPreferred shares such Broker-Dealer believes
are owned by such Person. BD shall comply with any such
request relating to a series of FundPreferred shares 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;
provided, however, that the Auction Agent reserves the right
and is authorized to disclose any such information if (a) it
is ordered to do so by a court of competent jurisdiction or a
regulatory body, judicial or quasi-judicial agency or
authority having the authority to compel such disclosure, (b)
it is advised by its counsel that its failure to do so would
be unlawful or (c) failure to do so would expose the Auction
Agent to loss, liability, claim, damage or expense for which
it has not received indemnity or security satisfactory to it.
(d) BD agrees to maintain a list of customers relating to a
series of FundPreferred shares 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 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 FundPreferred shares shall be conclusive and
binding on BD. BD may inquire of the Auction Agent between
3:00 P.M. on the Business Day
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preceding an Auction for shares of a series of FundPreferred
shares 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 Order.
(a) The Auction Agent shall conduct Auctions for FundPreferred
shares in accordance with the schedule set forth below. Such
schedule with respect to any series of FundPreferred shares
of the Fund may be changed by the Auction Agent for such
series with the consent of the Fund, which consent shall not
be unreasonably withheld. The 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
the Fund and the Broker-Dealers for such
series of the applicable Minimum Rate
and Maximum Rate and the Reference
Rate(s) used in determining such Minimum
Rate and Maximum Rate as set forth in
Section 2.2(a) hereof.
9:30 A.M. - 12:30 P.M. Auction Agent assembles information
communicated to it by Broker-Dealers as
provided in Section 2(a) of the Auction
Procedures of the Fund. Submission
Deadline is 1:00 P.M.
Not earlier than 12:30 P.M. Auction Agent makes determinations
pursuant to Section 3(a) of the Auction
Procedures.
By approximately 3:00 P.M. Auction Agent advises the Fund of
results of Auction as provided in
Section 3(b) of the Auction Procedures.
Submitted Bids and Submitted Sell Orders
are
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Time Event
---- -----
accepted and rejected and shares of such
series of FundPreferred shares allocated
as provided in Section 4 of the Auction
Procedures.
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 FundPreferred shares 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 FundPreferred shares to be
transferred to or by any Person that purchased or sold
FundPreferred shares 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 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
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would be entitled or required to purchase, a fraction of a
FundPreferred Share on any Auction Date, BD shall, in such
manner as it shall determine in its sole discretion, round up
or down the number of FundPreferred shares 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 FundPreferred shares.
2.4 Notices.
(a) On each Auction Date for any series of FundPreferred shares,
the Auction Agent 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 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 on whose
behalf BD has submitted an Order as set forth in paragraph
(a) 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 the Auction Agent a notice of the
Auction Date for any series of FundPreferred shares for a
Dividend Period thereof that next succeeds a Dividend Period
that is not a Standard Rate Period in the form of Exhibit C
to the Auction Agency Agreement, 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 Trustees proposes to designate any succeeding
Dividend Period of any series of FundPreferred shares as a
Special Rate Period and such Fund delivers to the Auction
Agent a notice of such proposed Special Rate Period in the
form of Exhibit D to the Auction Agency Agreement, the
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 Trustees determines to designate such
succeeding Dividend Period as a Special Rate Period and such
Fund delivers to the Auction Agent a notice of such Dividend
Period in the form of Exhibit E to the Auction Agency
Agreement not later than 3:00 p.m. on the second Business Day
next preceding the first day of such proposed Special Rate
Period, the Auction Agent shall deliver such notice to BD not
later than 3:00 p.m. on such Business Day.
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(d) If the Fund shall deliver to the Auction Agent a notice not
later than 3:00 p.m. on the second Business Day next
preceding the first day of any Dividend Period stating that
the Fund has determined not to exercise its option to
designate such succeeding Dividend Period as a Special Rate
Period, in the form of Exhibit F to the Auction Agent
Agreement, or shall fail to timely deliver either such notice
or a notice in the form of Exhibit E to the Auction Agency
Agreement, the 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 Business Day.
2.6 Service Charge to be Paid to BD.
On the Business Day next succeeding each Auction Date for any
series of FundPreferred shares of any Fund specified in 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) $25,000 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 FundPreferred shares 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
FundPreferred shares 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.
2.7 Settlement.
(a) If any Existing Holder or Beneficial Owner with respect to
whom BD has submitted a Bid or Sell Order for FundPreferred
shares of any series that was accepted in whole or in part
fails to instruct its Agent Member to deliver the
FundPreferred shares subject to such Bid or Sell Order
against payment therefor, BD, if it knows the identity of
such Agent Member,
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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 FundPreferred shares of such
series that was accepted in whole or in part a number of
FundPreferred shares of such series that is less than the
number of FundPreferred shares 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 FundPreferred shares of any series or to pay for
FundPreferred shares 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
FundPreferred shares 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
FundPreferred shares 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 FundPreferred shares 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 FundPreferred shares 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
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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 2.7.
3. The Auction Agent
3.1 Duties and Responsibilities.
(a) The Auction Agent is acting solely as agent for the Funds
with whom such Auction Agent has entered into Request Letters
hereunder and owes no duties, fiduciary or otherwise, to any
other Person.
(b) The Auction Agent undertakes to perform such duties and only
such duties as are specifically set forth in such agreements
to which it is a party, and no implied covenants or
obligations shall be read into the agreements against the
Auction Agent.
(c) In the absence of willful misconduct or negligence on its
part, the 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 this agreements.
The Auction Agent shall not be liable for any error of
judgment made in good faith unless the Auction Agent shall
have been negligent in ascertaining the pertinent facts.
3.2 Rights of the Auction Agent.
(a) The Auction Agent may conclusively 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. The
Auction Agent shall not be liable for acting upon any
telephone communication authorized by this Agreement which
the Auction Agent believes in good faith to have been given
by the Fund or by a Broker-Dealer. The Auction Agent may
record telephone communications with the Broker-Dealers.
(b) The 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) The 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.
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(d) The Auction Agent shall not be responsible or liable for any
failure or delay in the performance of its obligations under
this agreement arising out of or caused, directly or
indirectly, by circumstances beyond its reasonable control,
including, without limitation, acts of God; earthquakes;
fires, floods; wars; civil or military disturbances;
sabotage; acts of terrorism; epidemics; riots; interruptions,
loss or malfunctions of utilities; computer (hardware or
software) or communications services; accidents; labor
disputes; acts of civil or military authority or governmental
actions; it being understood that the Auction Agent shall use
reasonable efforts which are consistent with accepted
practices in the banking industry to resume performance as
soon as practicable under the circumstances.
3.3 Auction Agent's Disclaimer. The Auction Agent makes no
representation as to the validity or adequacy of this Agreement,
the Auction Agency Agreement or the FundPreferred shares of any
series.
4. Miscellaneous
4.1 Termination. Any party to this Agreement may terminate the
Agreement at any time on five days' notice to the other parties to
such Agreement, provided that the Fund party to the Agreement
shall not terminate the Agreement unless at least one
Broker-Dealer Agreement would be in effect for each series of
FundPreferred shares of the Fund after such termination. Each
Agreement shall automatically terminate with respect to any series
of FundPreferred shares with respect to which the Auction Agency
Agreement has terminated.
4.2 Participant in Securities Depository. BD is, and shall remain for
the term of this Agreement, a member of, or participant in, the
Securities Depository (or an affiliate of such a member
participant).
4.3 Payment of Dividends in Same-Day Funds. BD represents that it (or
if BD does not act as Agent Member, one of its affiliates) shall
make all dividend payments on the FundPreferred shares available
in same-day funds on each Dividend Payment Date to customers that
use BD or affiliate as Agent Member.
4.4 Communications. Except (i) communications authorized to be by
telephone by this Agreement or the Auction Procedures 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 hereunder shall be in writing
(including telecopy or similar writing) and shall be given to such
party, addressed to it, at its addressed or telecopy number set
forth below:
If to BD, to the address or telecopy number as set forth in the
Acceptance Letter.
If to the Auction Agent, to the address or telecopy number as set forth
in the Request Letter.
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If to the Fund, addressed:
[Name of Fund]
000 Xxxx Xxxxxx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
Attention:
Telephone No.: (000) 000-0000
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
the Auction Agent by an Authorized Officer. BD may record telephone
communications with the Auction Agent.
4.5 Entire Agreement. This Agreement contains the entire agreement
among the parties hereto relating to the subject matter hereof,
and there are no other representations, endorsements, promises,
agreements or understandings, oral, written or implied, among the
parties hereto relating to the subject matter hereof. This
Agreement supersedes and terminates all prior Broker-Dealer
Agreements between the parties.
4.6 Benefits. Nothing in this Agreement, express or implied, shall
give to any person, other than the Fund, the Auction Agent, BD and
their respective successors and assigns, any benefit of any legal
or equitable right, remedy or claim hereunder.
4.7 Amendment; Waiver.
(a) This 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 hereto to exercise any right or remedy
hereunder in the event of a breach hereof by any other party
shall not constitute a waiver of any such right or remedy
with respect to any subsequent breach.
4.8 Successors and Assigns. This Agreement shall be binding upon,
inure to the benefit of, and be enforceable by, the respective
successors and assigns of each of the Auction Agent and BD. This
Agreement may not be assigned by either party hereto absent the
prior written consent of the other party; provided, however, that
this Agreement may be assigned by the Auction Agent to a successor
Auction Agent selected by the Fund without the consent of BD.
4.9 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 thereof.
12
4.10 Execution in Counterparts. This Agreement may be executed in
several counterparts, each of which shall be an original and all
of which shall constitute but one and the same instrument.
4.11 Governing Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of New York applicable to
agreements made and to be performed in said State.
4.12 Declaration of Trust. The Declaration of the Fund is on file with
the Secretary of State of the Commonwealth of Massachusetts. This
Agreement to which the Fund is a party has been executed on behalf
of the Fund by the Vice President and Treasurer of such Fund
acting in such capacity and not individually, and the obligations
of the Fund set forth in this 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 the Fund.
13
EXHIBIT A
SETTLEMENT PROCEDURES
A-1
EXHIBIT B
[NAME OF FUND]
$_____ FundPreferred 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 FUNDPREFERRED SHARES ORDERS BY NUMBER OF SHARES
POTENTIAL OF FUNDPREFERRED
HOLDERS- SHARES
-----------------------------------------------------------------------------------------------------------------------------------
POTENTIAL HOLDER BID/RATE
-----------------------------------------------------------------------------------------------------------------------------------
EXISTING HOLDER HOLD BID/RATE SELL 1. /......
------ ----------------
--------------------------- ------- --------- --------------------- ------------ ---------------------- ------- -------------------
1. /........ 2. /......
------ --------- ------------------ --------- ------ ----------------
--------------------------- ------- --------- --------------------- ------------ ---------------------- ------- -------------------
2. /........ 3. /......
------ --------- ------------------ --------- ------ ----------------
--------------------------- ------- --------- --------------------- ------------ ---------------------- ------- -------------------
3. /........ 4. /......
------ --------- ------------------ --------- ------ ----------------
--------------------------- ------- --------- --------------------- ------------ ---------------------- ------- -------------------
4. /........ 5. /......
------ --------- ------------------ --------- ------ ----------------
--------------------------- ------- --------- --------------------- ------------ ---------------------- ------- -------------------
5. /........ 6. /......
------ --------- ------------------ --------- ------ ----------------
--------------------------- ------- --------- --------------------- ------------ ---------------------- ------- -------------------
6. /........ 7. /......
------ --------- ------------------ --------- ------ ----------------
--------------------------- ------- --------- --------------------- ------------ ---------------------- ------- -------------------
7. /........ 8. /......
------ --------- ------------------ --------- ------ ----------------
--------------------------- ------- --------- --------------------- ------------ ---------------------- ------- -------------------
8. /........ 9. /......
------ --------- ------------------ --------- ------ ----------------
--------------------------- ------- --------- --------------------- ------------ ---------------------- ------- -------------------
9. /........ 10. /......
------ --------- ------------------ --------- ----- ----------------
--------------------------- ------- --------- --------------------- ------------ ---------------------- ------- -------------------
10. /........ 11. /......
----- --------- ------------------ --------- ----- ----------------
--------------------------- ------- --------- --------------------- ------------ ---------------------- ------- -------------------
12. /......
----- ----------------
------------------------------------------------------------------------------------------- ----------------------- ------- -------
NOTES: 13. /......
------ ----- ---------------
-----------------------------------------------------------------------------------------------------------------------------------
14. /......
----- ---------------
-----------------------------------------------------------------------------------------------------------------------------------
1. If one or more Orders covering in the aggregate more than the number of 15. ----- /.......
outstanding FundPreferred shares 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 FundPreferred shares not greater than the number
of FundPreferred shares 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%).
-----------------------------------------------------------------------------------------------------------------------------------
B-1
-----------------------------------------------------------------------------------------------------------------------------------
[AUCTION AGENT] AUCTION BID FORM NAME OF Broker-Dealer:
AUTHORIZED
Submit to: SIGNATURE:
TOTAL NUMBER OF ORDERS ON THIS BID FORM: _________
-----------------------------------------------------------------------------------------------------------------------------------
B-2
EXHIBIT C
(To be used only for transfers made
other than pursuant to in Auction)
[NAME OF FUND]
FUNDPREFERRED SHARES,
SERIES ______
TRANSFER FORM
We are (check one):
_________ The Existing Holder named below;
_________ The Broker-Dealer for such Existing Holding; or
_________ The Agent Member for such Existing Holder.
We hereby notify you that such Existing Holder has transferred _____ shares of
the above series of FundPreferred shares to __________________________.
_______________________________
(Name of Existing Holder)
_______________________________
(Name of Broker-Dealer)
_______________________________
(Name of Agent Member)
By: ___________________________
Printed Name:
C-1
EXHIBIT D
(To be used only for failures to
deliver FundPreferred shares
sold pursuant to an Auction)
[NAME OF FUND]
FUNDPREFERRED 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 FundPreferred shares 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 FundPreferred shares in the Auction
held on _______________ to the purchaser of such shares.
We hereby notify you that (check one) --
[ ] the Seller failed to deliver such shares of
FundPreferred shares to the Purchaser
[ ] the Purchaser failed to make payment to the Seller
upon delivery of such shares of FundPreferred
shares
Name: __________________________
(Name of Broker-Dealer)
By: __________________________
Printed Name:
Title:
D-1
EXHIBIT E
[Form of Broker-Dealer Acceptance Letter]
Nuveen Institutional Advisory Corp.
, 20___
[Broker-Dealer]
[Address]
Ladies and Gentlemen:
Reference is made to the Nuveen Broker-Dealer Agreement-Basic Terms for
Acting as a Broker-Dealer Relating to FundPreferred shares dated , 2002, receipt
of which is hereby acknowledged by you (the "Basic Terms"). For purposes of this
letter ("Request and Acceptance Letter") (a) "Fund" shall mean any closed-end
investment company registered under the Investment Company Act of 1940, as
amended, for which Nuveen Institutional Advisory Corp. acts as investment
adviser; (b) except as otherwise provided below, the Basic Terms are
incorporated herein by reference, you shall be considered BD for all purposes
thereof, The Bank of New York shall be considered the Auction Agent for all
purposes thereof, and each Fund shall be considered a Fund for all purposes
thereof.
We hereby request that you act as a Broker-Dealer for the FundPreferred
shares ("FundPreferred shares") of each series, of each Fund that executes a
letter, substantially in the form attached hereto as Exhibit A or Exhibit B, as
appropriate, appointing you as a Broker-Dealer ("Request Letter"). You hereby
(a) accept such appointment as a Broker-Dealer for each series of FundPreferred
shares of each Fund identified in a Request Letter and (b) agree to act as BD in
accordance with the Basic Terms; provided, however, that:
(1) for purposes of the Basic Terms, and notwithstanding any
provision to the contrary, your address, telecopy number and telephone number
for communications pursuant to the Basic Terms shall be as follows:
and the address, telecopy number and telephone number of the Auction Agent for
communications pursuant to the Basic Terms shall be as follows:
E-1
(2) notwithstanding any provisions of the Basic Terms to the
contrary, except as otherwise set forth herein, your appointment as
Broker-Dealer extends to each series of FundPreferred shares issued by a Fund.
You hereby acknowledge that, notwithstanding any provision of 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
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 FundPreferred shares of a 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 FundPreferred shares.
This Acceptance Letter shall be deemed to form part of the Basic Terms.
Capitalized Terms not defined in this Request and Acceptance Letter
shall have the meanings ascribed to them in the Basic Terms.
[Signature Page Follows]
E-2
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 INSTITUTIONAL ADVISORY CORP.
By: _______________________________
Name:
Title:
THE BANK OF NEW YORK
By: _______________________________
Name:
Title:
Accepted by and Agreed to as of
the date first written above:
________________________________
[Broker-Dealer]
By: ____________________________
Name:
Title:
E-3
EXHIBIT A TO ACCEPTANCE LETTER
[Form of Request Letter]
----------------, -----
FROM: All investment companies registered under the Investment
Company Act of 1940, as amended, for which Nuveen
Institutional Advisory Corp. acts as investment adviser and
whose registration statements relating to shares of
FundPreferred shares have been declared effective by the
Securities and Exchange Commission on or prior to the date
hereof.
TO: Nuveen Institutional Advisory Corp.
The Bank of New York
Ladies and Gentlemen:
Reference is made to (a) the Nuveen Broker-Dealer Agreement -- Basic
Terms for Acting as a Broker-Dealer dated ____________ __, 2002, 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 ____________ __, 2002, 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 Institutional
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, The Bank of New York shall be
considered the Auction Agent for all purposes thereof, and each Fund referred to
on Exhibit B hereto shall be considered a Fund for all purposes thereof; (c) the
Auction Agency Basic Terms are incorporated herein by reference, The Bank of New
York shall be considered the Auction Agent for all purposes thereof, and each
Fund referred to on Exhibit B hereto shall be considered a Fund for all purposes
thereof.
We hereby appoint the Broker-Dealers listed on Exhibit A hereto as
Broker-Dealers for the FundPreferred shares ("FundPreferred") of each series of
each Fund referred to on Exhibit B hereto. Each such Broker-Dealer will act as
BD in respect of such series in accordance with the Broker-Dealer Basic Terms;
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, The Bank of New York'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:
A-1
-----------------------------------
-----------------------------------
-----------------------------------
-----------------------------------
The Bank of New York agrees to act as Auction Agent with respect to
shares of each series of FundPreferred shares of each Fund referred to on
Exhibit B hereto 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 relevant Broker-Dealer Basic Terms or Auction
Agency Basic Terms, as the case may be.
[Signature Page Follows]
A-2
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 Institutional
Advisory Corp. acts as
investment adviser and whose
registration statements
relating to shares of
FundPreferred shares have been
declared effective by the
Securities and Exchange
Commission on or prior to the
date hereof.
By: _________________________________
Name:
Title:
Accepted and Agreed to as of the
date first written above:
NUVEEN INSTITUTIONAL ADVISORY THE BANK OF NEW YORK
CORP.
By: _________________________ By: _________________________
Name: Name:
Title: Title:
cc: [Broker-Dealers]
A-3
EXHIBIT A TO REQUEST LETTER
[LIST OF BROKER-DEALERS]
A-1
EXHIBIT B TO REQUEST LETTER
Each Fund whose registration statement relating to FundPreferred shares
has been declared effective by the Securities and Exchange Commission on or
prior to the date of the Request Letter to which this Exhibit B is attached.
B-1
EXHIBIT B TO ACCEPTANCE LETTER
[Form of Request Letter]
[Name(s) of Fund(s)]
--------------, -----
Ladies and Gentlemen:
Reference is made to (a) the Nuveen Broker-Dealer Agreement -- Basic
Terms for Acting as a Broker-Dealer dated ____________ __, 2002, 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 ____________ __, 2002, 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
Institutional 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 Broker-Dealer for all purposes thereof, The
Bank of New York 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, The Bank of New
York 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 FundPreferred shares ("FundPreferred
shares") of such Fund. Each such Broker-Dealer will act as Broker-Dealer 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, The Bank
of New York's address, telecopy number and telephone number for communications
pursuant to the Broker-Dealer Basic Terms shall be as follows:
-----------------------------------
-----------------------------------
-----------------------------------
-----------------------------------
The Bank of New York agrees to act as Auction Agent with respect to
shares of each series of FundPreferred shares of each Fund in accordance with
the Auction Agency Basic Terms.
B-1
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:
Title:
Accepted and Agreed to as of the
date first written above:
NUVEEN INSTITUTIONAL ADVISORY THE BANK OF NEW YORK
CORP.
By: __________________________ By: ___________________________
Name: Name:
Title: Title:
cc: [Broker-Dealers listed on Exhibit A]
B-2
EXHIBIT A TO REQUEST LETTER
[LIST OF BROKER-DEALERS]
A-1
