Exhibit k.3
NUVEEN BROKER-DEALER AGREEMENT
BASIC TERMS FOR ACTING AS A BROKER-DEALER
Relating to
FUNDPREFERRED SHARES
August 22, 2002
TABLE OF CONTENTS
PAGE
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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
Capitalized terms used herein shall have the respective meanings specified
in the Statement.
(a) On each Auction Date, the Auction Agent shall notify by telephone, or
through the Auction Agent's auction processing system or other means
acceptable to the parties, the Broker-Dealers that participated in the
Auction held on such Auction Date and submitted an Order on behalf of
any Beneficial Owner or Potential Beneficial Owner of:
(i) the Applicable Rate fixed for the next succeeding Dividend
Period;
(ii) whether Sufficient Clearing Bids existed for the determination of
the Applicable Rate;
(iii) if such Broker-Dealer submitted a Bid or a Sell Order (a
"Seller's Broker-Dealer") on behalf of a Beneficial Owner, the
number of FundPreferred shares, if any, to be sold by such
Beneficial Owner;
(iv) if such Broker-Dealer submitted a Bid (a "Buyer's Broker-Dealer")
on behalf of a Potential Beneficial Owner, the number of
FundPreferred shares, if any, to be purchased by such Potential
Beneficial Owner;
(v) if the aggregate number of FundPreferred shares to be sold by all
Beneficial Owners on whose behalf such Broker-Dealer submitted a
Bid or a Sell Order exceeds the aggregate number of FundPreferred
shares to be purchased by all Potential Beneficial Owners on
whose behalf such Broker-Dealer submitted a Bid, the name or
names of one or more Buyer's Broker-Dealers (and the name of the
Agent Member, if any, of each such Buyer's Broker-Dealer) acting
for one or more purchasers of such excess number of FundPreferred
shares and the number of such FundPreferred shares to be
purchased from one or more Beneficial Owners on whose behalf such
Broker-Dealer acted by one or more Potential Beneficial Owners on
whose behalf each of such Buyer's Broker-Dealers acted;
(vi) if the aggregate number of FundPreferred shares to be purchased
by all Potential Beneficial Owners on whose behalf such
Broker-Dealer submitted a Bid exceeds the aggregate number of
FundPreferred shares to be sold by all Beneficial Owners on whose
behalf such Broker-Dealer submitted a Bid or a Sell Order, the
name or names of one or more Seller's Broker-Dealers (and the
name of the Agent Member, if any, of each such Seller's
Broker-Dealer) acting for one or more sellers of such excess
A-1
number of FundPreferred shares and the number of such
FundPreferred shares to be sold to one or more Potential
Beneficial Owners on whose behalf such Broker-Dealer acted by one
or more Beneficial Owners on whose behalf each of such Seller's
Broker-Dealers acted; and
(vii) the Auction Date of the next succeeding Auction with respect to
the FundPreferred shares.
(b) On each Auction Date, each Broker-Dealer that submitted an Order on
behalf of any Beneficial Owner or Potential Beneficial Owner shall:
(i) in the case of a Broker-Dealer that is a Buyer's Broker-Dealer,
instruct each Potential Beneficial Owner on whose behalf such
Broker-Dealer submitted a Bid that was accepted, in whole or in
part, to instruct such Potential Beneficial Owner's Agent Member
to pay to such Broker-Dealer (or its Agent Member) through the
Securities Depository the amount necessary to purchase the number
of FundPreferred shares to be purchased pursuant to such Bid
against receipt of such FundPreferred shares and advise such
Potential Beneficial Owner of the Applicable Rate for the next
succeeding Dividend Period;
(ii) in the case of a Broker-Dealer that is a Seller's Broker-Dealer,
instruct each Beneficial Owner on whose behalf such Broker-Dealer
submitted a Sell Order that was accepted, in whole or in part, or
a Bid that was accepted, in whole or in part, to instruct such
Beneficial Owner's Agent Member to deliver to such Broker-Dealer
(or its Agent Member) through the Securities Depository the
number of FundPreferred shares to be sold pursuant to such Order
against payment therefor and advise any such Beneficial Owner
that will continue to hold FundPreferred shares of the Applicable
Rate for the next succeeding Dividend Period;
(iii) advise each Beneficial Owner on whose behalf such Broker-Dealer
submitted a Hold Order of the Applicable Rate for the next
succeeding Dividend Period;
(iv) advise each Beneficial Owner on whose behalf such Broker-Dealer
submitted an Order of the Auction Date for the next succeeding
Auction; and
(v) advise each Potential Beneficial Owner on whose behalf such
Broker-Dealer submitted a Bid that was accepted, in whole or in
part, of the Auction Date for the next succeeding Auction.
(c) On the basis of the information received by it pursuant to (a) above,
each Broker-Dealer that submitted a Bid or a Sell Order on behalf of a
Potential Beneficial
A-2
Owner or a Beneficial Owner shall, in such manner and at such time or
times as in its sole discretion it may determine, allocate any funds
received by it pursuant to (b)(i) above and any FundPreferred shares
received by it pursuant to (b)(ii) above among the Potential
Beneficial Owners, if any, on whose behalf such Broker-Dealer
submitted Bids, the Beneficial Owners, if any, on whose behalf such
Broker-Dealer submitted Bids that were accepted or Sell Orders, and
any Broker-Dealer or Broker-Dealers identified to it by the Auction
Agent pursuant to (a)(v) or (a)(vi) above.
(d) On each Auction Date:
(i) each Potential Beneficial Owner and Beneficial Owner shall
instruct its Agent Member as provided in (b)(i) or (ii) above, as
the case may be;
(ii) each Seller's Broker-Dealer which is not an Agent Member of the
Securities Depository shall instruct its Agent Member to (A) pay
through the Securities Depository to the Agent Member of the
Beneficial Owner delivering FundPreferred shares to such
Broker-Dealer pursuant to (b)(ii) above the amount necessary to
purchase such FundPreferred shares against receipt of such
FundPreferred shares, and (B) deliver such FundPreferred shares
through the Securities Depository to a Buyer's Broker-Dealer (or
its Agent Member) identified to such Seller's Broker-Dealer
pursuant to (a)(v) above against payment therefor; and
(iii) each Buyer's Broker-Dealer which is not an Agent Member of the
Securities Depository shall instruct its Agent Member to (A) pay
through the Securities Depository to a Seller's Broker-Dealer (or
its Agent Member) identified pursuant to (a)(vi) above the amount
necessary to purchase the FundPreferred shares to be purchased
pursuant to (b)(i) above against receipt of such FundPreferred
shares, and (B) deliver such FundPreferred shares through the
Securities Depository to the Agent Member of the purchaser
thereof against payment therefor.
(e) On the day after the Auction Date:
(i) each Bidder's Agent Member referred to in (d)(i) above shall
instruct the Securities Depository to execute the transactions
described in (b)(i) or (ii) above, and the Securities Depository
shall execute such transactions;
(ii) each Seller's Broker-Dealer or its Agent Member shall instruct
the Securities Depository to execute the transactions described
in (d)(ii) above, and the Securities Depository shall execute
such transactions; and
A-3
(iii) each Buyer's Broker-Dealer or its Agent Member shall instruct
the Securities Depository to execute the transactions described
in (d)(iii) above, and the Securities Depository shall execute
such transactions.
(f) If a Beneficial Owner selling FundPreferred shares in an Auction fails
to deliver such FundPreferred shares (by authorized book-entry), a
Broker-Dealer may deliver to the Potential Beneficial Owner on behalf
of which it submitted a Bid that was accepted a number of whole
FundPreferred shares that is less than the number of FundPreferred
shares that otherwise was to be purchased by such Potential Beneficial
Owner. In such event, the number of FundPreferred shares to be so
delivered shall be determined solely by such Broker-Dealer. Delivery
of such lesser number of FundPreferred shares shall constitute good
delivery. Notwithstanding the foregoing terms of this paragraph (f),
any delivery or non-delivery of FundPreferred shares which shall
represent any departure from the results of an Auction, as determined
by the Auction Agent, shall be of no effect unless and until the
Auction Agent shall have been notified of such delivery or
non-delivery in accordance with the provisions of the Auction Agency
Agreement and the Broker-Dealer Agreements.
A-4
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 NUMBER OF SHARES OF
POTENTIAL HOLDERS- FUNDPREFERRED SHARES
ORDERS BY EXISTING HOLDERS- NUMBER OF FUNDPREFERRED 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. ___________ _________/________
13. ___________ _________/________
14. ___________ _________/________
15. ___________ _________/________
NOTES:
1. If one or more Orders covering in the aggregate more than the number of
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 CORP. THE BANK OF NEW YORK
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.
This Request Letter shall be deemed to form part of the Auction Agency
Basic Terms.
B-1
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 CORP. THE BANK OF NEW YORK
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