Exhibit k.4
AMENDMENT No. 2_ TO LICENSE AGREEMENT
This Amendment No. 2 to the License Agreement dated October 26, 2004,
(the "License Agreement"), is made by and between STANDARD & POOR'S, a division
of The XxXxxx-Xxxx Companies, Inc. ("S&P"), a New York corporation, having an
office at 00 Xxxxx Xxxxxx, Xxx Xxxx, XX 00000, and Nuveen Asset Management
("Licensee"), a Delaware corporation having an office at 000 Xxxx Xxxxxx Xxxxx,
Xxxxxxx, Xxx 00000, on behalf of the Nuveen Equity Premium Advantage Fund. The
effective date of this Amendment No. 2 is May 31, 2005.
W I T N E S S E T H :
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WHEREAS, S&P and Licensee wish to amend the License Agreement for the
purpose of adding a new product and amending the fee structure:
NOW, THEREFORE, the parties hereto agree as follows:
1. Capitalized terms used but not defined herein shall have the
meanings ascribed thereto in the License Agreement.
2. Exhibit A of the Agreement is hereby amended by adding the
following products:
Product #3 The Nuveen Equity Premium Advantage Fund (Product #3) is a
closed end fund whose investment objective is to provide a high level of
current income by utilizing an integrated equity index option strategy.
Approximately 50% of the portfolio will seek to replicate the price
movements of the S&P 500 Index.
3. Exhibit B of the Agreement is hereby amended with the following:
The annual License Fee for Product #3 shall be the greater of $______ (the
"Minimum Annual Fee") or ________________ basis points (_____) of the average
daily account value of the Product, computed quarterly. The Minimum Annual Fee
shall be payable on the Commencement Date and each one-year anniversary thereof.
Amounts in excess of the Minimum Annual Fee (i.e., the "Excess Fee") shall be
paid to S&P within thirty (30) days after the close of each calendar quarter in
which they are incurred; each such payment shall be accompanied by a statement
setting forth the basis for its calculation.
For purposes of calculating the Excess Fee, only those assets invested in the
stocks mirroring the S&P 500 shall be counted. For avoidance of doubt, if the
fund is 100% invested in the S&P 500 Index, the annual License Fee shall be the
greater of $______ or ________________ basis points (_____) of 100% of the
average daily net assets of the Product. If the fund is 50% invested in the S&P
500 Index and the balance of the fund is invested in other assets as set forth
in the prospectus, then the License Fee shall be the greater of $______ or ____
___________ basis points (_____) of 50% of the average daily net assets of the
Product.
Licensee shall provide a quarterly written statement setting forth the asset
allocation of the fund for the previous quarter.
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The parties agree that the terms upon which License Fees are calculated pursuant
to this Exhibit B shall be considered "Confidential Information" for purposes of
Subsection 8(c) of this Agreement.
4. All other terms of the Agreement, including Amendment No. 1, shall
remain in full force and effect.
IN WITNESS WHEREOF, the parties have caused this Amendment No. 2 to be executed
as of the date first set forth above.
NUVEEN ASSET MANAGEMENT STANDARD & POOR'S, a division
of The XxXxxx-Xxxx Companies, Inc.
BY: BY:
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Xxxxxxx X. Xxxxxxxxx
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(Print Name) (Print Name)
Managing Director
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(Print Title) (Print Title)
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