NUVEEN MUTUAL FUNDS
Dealer Distribution and
Shareholder Servicing Agreement
As principal underwriter of shares of the various Nuveen non-money market open-
end mutual funds, and of the shares of any future such funds (collectively, the
"Funds"), we invite you to join a selling group for the distribution of shares
of common stock of the Funds (the "Shares"). As exclusive agent of the Funds, we
offer to sell you Shares on the following terms:
1. In all sales of Shares to the public you shall act as dealer for your
own account, and in no transaction shall you have any authority to act as
agent for any Fund, for us or for any other member of the Selling Group.
2. Orders received from you shall be accepted by us only at the public
offering price applicable to each order, as established by the then current
Prospectus of the appropriate Fund, subject to the discounts provided in
such Prospectus. Upon receipt from you of any order to purchase Shares we
shall confirm to you in writing or by wire to be followed by a confirmation
in writing. Additional instructions may be forwarded to you from time to
time. All orders are subject to acceptance or rejection by us in our sole
discretion.
3. You may offer and sell Shares to your customers only at the public
offering price determined in the manner described in the current Prospectus
of the appropriate Fund. Shares will be offered at a public offering price
based upon the net asset value of such Shares plus, with respect to certain
class(es) of Shares, a sales charge from which you shall receive a discount
equal to a percentage of the applicable offering price as provided in the
Prospectus. You may receive a distribution fee and/or a service fee with
respect to certain class(es) of Shares for which such fees are applicable,
as provided in the applicable Prospectus, which distribution fee and/or
service fee shall be payable for such periods and at such intervals as are
from time to time specified by us. Your placement of an order for Shares
after the date of any notice of such amendment shall conclusively evidence
your agreement to be bound thereby.
Reduced sales charges may also be available as a result of a cumulative
discount or pursuant to a letter of intent. Further information as to such
reduced sales charges, if any, is set forth in the appropriate Fund
Prospectus. You agree to advise us promptly as to the amounts of any sales
made by you to the public qualifying for reduced sales charges.
4. By accepting this Agreement, you agree:
a) That you will purchase Shares only from us;
b) That you will purchase Shares from us only to cover purchase orders
already received from your customers, or for your own bona fide
investment; and
c) That you will not withhold placing with us orders received from
your customers so as
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to profit yourself as a result of such withholding.
d) That, with respect to the sale of Shares of Funds that offer
multiple classes of Shares, you will comply with the terms of the
Policies and Procedures with Respect to Sales of Multiple Classes of
Shares, attached hereto as Exhibit A.
5. We will not accept from you any conditional orders for Shares.
6. Payment for Shares ordered from us shall be in New York clearing house
funds and must be received by the Funds' agent, Chase Global Funds
Services, Co., 00 Xxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000, within three
business days after our acceptance of your order. If such payment is not
received, we reserve the right, without notice, forthwith to cancel the
sale or, at our option, to cause the Fund to redeem the Shares ordered, in
which case we may hold you responsible for any loss, including loss of
profit, suffered by us as result of your failure to make such payment. If
any Shares confirmed to you under the terms of this agreement are
repurchased by the issuing Fund or by us as agent for the Fund, or are
tendered for repurchase, within seven business days after the date of our
confirmation of the original purchase order, you shall promptly refund to
us the full discount, commission, or other concession, if any, allowed or
paid to you on such Shares.
7. Shares sold hereunder shall be available in book-entry form on the books
of Shareholder Services, Inc. unless other instructions have been given.
8. No person is authorized to make any representations concerning Shares of
any Fund except those contained in the applicable current Prospectus and
printed information subsequently issued by the appropriate Fund or by us as
information supplemental to such Prospectus. You agree that you will not
offer or sell any Shares except under circumstances that will result in
compliance with the applicable Federal and state securities laws and that
in connection with sales and offers to sell Shares you will furnish to each
person to whom any such sale or offer is made a copy of the then current
Prospectus for the appropriate Fund (as the amended or supplemented) and
will not furnish to any persons any information relating to Shares which is
inconsistent in any respect with the information contained in the then
current Prospectus or cause any advertisement to be published in any
newspaper or posted in any public place without our consent and the consent
of the appropriate Fund. You shall be responsible for any required filing
of such advertising.
9. All sales will be made subject to our receipt of Shares from the
appropriate Fund. We reserve the right, in our discretion, without notice,
to modify, suspend or withdraw entirely the offering of any Shares, and
upon notice to change the price, sales charge, or dealer discount or to
modify, cancel or change the terms of this agreement.
10. Your acceptance of this agreement constitutes a representation that you
are a registered securities dealer and a member in good standing of the
National Association of Securities Dealers, Inc. and agree to comply with
all applicable state and Federal laws, rules and regulations applicable to
transactions hereunder and to the Rules of Fair Practice of the National
Association of Securities Dealers, Inc., including specifically Section 26,
Article III thereof. You likewise agree that you will not offer to sell
Shares in any state or other jurisdiction in which they may not lawfully be
offered for sale.
11. You shall provide such office space and equipment, telephone
facilities, personnel and literature distribution as is necessary or
appropriate for providing information and services to your customers. Such
services and assistance may include, but not be limited to, establishment
and maintenance of shareholder accounts and records, processing purchase
and redemption transactions, answering routine inquiries regarding the
Funds, and such other services as may
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be agreed upon from time to time and as may be permitted by applicable
statute, rule, or regulation. You shall perform these services in good
faith and with reasonable care. You shall immediately inform the Funds or
us of all written complaints received by you from Fund shareholders
relating to the maintenance of their accounts and shall promptly answer all
such complaints.
12. All communications to us should be sent to 000 X. Xxxxxx Xxxxx,
Xxxxxxx, Xxxxxxxx 00000. Any notice to you shall be duly given if mailed or
telegraphed to you at the address specified by you below.
13. This Agreement shall be construed in accordance with the laws of the
State of Illinois. This Agreement is subject to the Prospectuses of the
Funds from time to time in effect, and, in the event of a conflict, the
terms of the Prospectuses shall control. References herein to the
"Prospectus" of a Fund shall mean the prospectus and statement of
additional information of such Fund as from time to time in effect. Any
changes, modifications or additions reflected in any such Prospectus shall
be effective on the date of such Prospectus (or supplement thereto) unless
specified otherwise. This Agreement shall supersede any prior dealer
distribution agreement with respect to the Funds.
Nuveen Investments
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Nuveen Investments
Authorized Signature
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We have read the foregoing agreement and accept and agree to the terms and
conditions therein.
Firm Month Day Year Authorized Signature
Date Print Name of Signature Address
City State Zip Code
Tax ID Number NASD Number
The above agreement should be executed in duplicate and both copies returned to
us for signature.
We will return a fully executed copy to you for your files.
Please return the completed agreement to:
Nuveen Investments, 000 Xxxx Xxxxxx Xxxxx, Xxxxxxx, Xxxxxxxx 00000-0000
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Exhibit A to Nuveen Mutual Funds
Dealer Distribution and
Shareholder Servicing Agreement
Policies and Procedures With Respect to
Sales of Multiple Classes of Funds
The Nuveen non-money market open-end mutual funds (the "Funds") have one or more
of the following classes of shares generally available to the public: Class A
Shares, which are normally subject to an up-front sales charge and a service
fee; Class B Shares, which are subject to an asset-based sales charge, a service
fee, and a declining contingent deferred sales charge ("CDSC"); and Class C
Shares, which are subject to an asset-based sales charge, a service fee, and a
12-month CDSC, it is important for an investor to choose the method of
purchasing shares which best suits his or her particular circumstances. To
assist investors in these decisions, Nuveen Investments, underwriter for the
Nuveen Mutual Funds, has instituted the following policies with respect to
orders for Fund shares. These policies apply to each Authorized Dealer which
distributes Fund shares.
1. Purchase orders for a single purchaser equal to or exceeding $1,000,000
should be placed only for Class A shares, unless such purchase for Class B or
Class C Shares has been reviewed and approved by the Authorized Dealer's
appropriate supervisor.
2. Any purchase order for less than $1,000,000 may be for Class A, Class B or
Class C Shares in light of the relevant facts and circumstances, including:
a) the specific purchase order dollar amount;
b) the length of time the investor expects to hold his or her Shares;
c) whether the investor expects to reinvest dividends; and
d) any other relevant circumstances such as the availability of purchases
under a letter of intent, a combined discount or a cumulative discount, as
described in the Prospectus for the Fund, and any anticipated changes in
the funds net asset value per share.
There are instances when one method of purchasing Shares may be more appropriate
than the other. For example, investors who would qualify for a significant
discount from the maximum sales load on Class A Shares might determine that
payment of such a reduced up-front sales charge is preferable to the payment of
a higher ongoing distribution fee on Class B or Class C Shares. On the other
hand, investors who prefer not to pay an up-front sales charge may wish to defer
the sales charge by purchasing Class B or Class C Shares. Those who plan to
redeem their shares within 5 years might consider Class C Shares, particularly
if they do not expect to reinvest dividends in additional shares. Note that, if
an investor anticipates redeeming Class B Shares within a short period of time
such as one year, that investor may bear higher distribution expenses than if
Class A Shares had been purchased. In addition, investors who intend to hold
their shares for a significantly long time may not wish to bear the higher
ongoing-asset-based sales charges of Class B or Class C Shares, irrespective of
the fact that the CDSC that would apply to a redemption of Class B Shares is
reduced over time and is ultimately eliminated, and that the CDSC that would
apply to a redemption of Class C Shares is relatively short in duration and
small in amount.
Appropriate supervisory personnel within your organization must ensure that all
employees receiving investor inquiries about the purchase of shares of the Funds
advise the investor of the available pricing structures offered by the Funds and
the impact of choosing one method over another, including breakpoints and the
availability of letters of intent, combined purchases and cumulative discounts.
In some instances it may be appropriate for a supervisory person to discuss a
purchase with the investor.
These policies are effective immediately with respect to any order for the
purchase of shares of the Funds.
October 4, 1996
Exhibit A (Page 2)
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A SHARE B SHARE C SHARE
CUSIP NASDAQ CUSIP NASDAQ CUSIP NASDAQ
Number Symbol Number Symbol Number Symbol
Equity Mutual Funds
Nuveen Xxxxxxxxxxx Growth Fund 00000X000 NRGAX 00000X000 NRGBX 00000X000 NRGCX
Nuveen Large Cap Value Fund 00000X000 XXXXX 00000X000 XXXXX 00000X000 NNGCX
Nuveen Balanced Stock and Bond Fund 00000X000 NNSAX 00000X000 NNSBX 00000X000 #
Nuveen Balanced Municipal and Stock Fund 00000X000 NBMSX 00000X000 NMNBX 00000X000 NBMCX
Nuveen Dividend & Growth Fund 00000X000 # 00000X000 # 00000X000 #
Nuveen European Value Fund 00000X000 # 00000X000 # 00000X000 #
Nuveen Innovation Fund 00000X000 NIFAX 00000X000 NIFBX 00000X000 #
Nuveen International Growth Fund 00000X000 # 00000X000 # 00000X000 #
Municipal Mutual Funds
Nuveen Intermediate Duration Municipal Bond Fund 00000X000 NMBAX 00000X000 # 00000X000
Nuveen Insured Municipal Bond Fund 00000X000 NMBIX 00000X000 NMBBX 00000X000 NMBKX*
Nuveen All-American Municipal Bond Fund 00000X000 FLAAX 00000X000 # 00000X000 FAACX
Nuveen Limited Term Municipal Bond Fund 00000X000 FLTDX - - 00000X000 FLTCX
Nuveen AZ Municipal Bond Fund 00000X000 FAZTX 00000X000 # 00000X000 FAZCX*
Nuveen CA Municipal Bond Fund 00000X000 NCAAX* 00000X000 NCBBX 00000X000 NCACX
Nuveen CA Insured Municipal Bond Fund 00000X000 NCAIX 00000X000 NCABX 00000X000 NCAKX*
Nuveen CO Municipal Bond Fund 00000X000 FCOTX 00000X000 # 00000X000 #
Nuveen CT Municipal Bond Fund 00000X000 FCTTX 00000X000 FCTBX 00000X000 FCTCX*
Nuveen FL Municipal Bond Fund 00000X000 FLOTX 00000X000 # 00000X000 FLCTX*
Nuveen GA Municipal Bond Fund 00000X000 FGATX 00000X000 # 00000X000 FGACX
Nuveen KS Municipal Bond Fund 00000X000 XXXXX 00000X000 # 00000X000 #
Xxxxxx XX Municipal Bond Fund 00000X000 FKYTX 00000X000 # 00000X000 FKYCX
Nuveen LA Municipal Bond Fund 00000X000 FTLAX 00000X000 # 00000X000 FTLCX*
Nuveen MD Municipal Bond Fund 00000X000 NMDAX 00000X000 # 00000X000 NMDCX*
Nuveen MA Municipal Bond Fund 00000X000 NMAAX 00000X000 - 00000X000 NMACX*
Nuveen MA Insured Municipal Bond Fund 00000X000 NMAIX 00000X000 - 00000X000 NMAKX*
Nuveen MI Municipal Bond Fund 00000X000 FMITX 00000X000 # 00000X000 FLMCX
Nuveen MO Municipal Bond Fund 00000X000 FMOTX 00000X000 # 00000X000 FMOCX*
Nuveen NJ Municipal Bond Fund 00000X000 NNJAX 00000X000 NNJBX 00000X000 NNJCX*
Nuveen NM Municipal Bond Fund 00000X000 XXXXX 00000X000 # 00000X000 #
Nuveen NY Municipal Bond Fund 00000X000 NNYAX 00000X000 NNYBX 00000X000 NNYCX*
Nuveen NY Insured Municipal Bond Fund 00000X000 NNYIX 00000X000 NNIMX 00000X000 NNYKX*
Nuveen NC Municipal Bond Fund 00000X000 FLNCX 00000X000 # 00000X000 FCNCX*
Nuveen OH Xxxxxxxxx Xxxx Xxxx 00000X000 XXXXX 00000X000 # 00000X000 FOHCX
Nuveen PA Municipal Bond Fund 00000X000 FPNTX 00000X000 # 00000X000 FPMBX*
Nuveen TN Municipal Bond Fund 00000X000 FTNTX 00000X000 FTMBX 00000X000 FTNCX
Nuveen Xxxx Xxxxx Xxxxxxxxx Xxxx Xxxx 00000X000 # 6705Q756 # 00000X000 #
Nuveen VA Municipal Bond Fund 00000X000 FVATX 00000X000 # 00000X000 FVACX*
Nuveen WI Municipal Bond Fund 00000X000 FWIAX 00000X000 # 00000X000 #
Income Fund
Nuveen Income Fund 00000X000 XXXXX 00000X000 NIFBT 00000X000 #
Nuveen Floating Rate Fund 00000X000 # 60766U202 # 00000X000 #
# Will receive a supplemental listing when the class asset base reaches $10
million or the fund share class has
been in existence 2yrs.
NOTE: A NASDAQ Symbol requires 1,000 shareholder accounts or $25 million in
assets.
*Denotes supplemental listing only
Effective November 22, 1999.
Although not covered by this Agreement, following are the Nuveen Money Market
Funds.
CUSIP NASDAQ
Number Symbol
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NUVEEN MONEY MARKET FUNDS
Nuveen Institutional Tax Exempt Money Fund 00000X000 NUVXX
Nuveen Municipal Money Market Fund 670639103 NRFXX
New 12B-1 Payment Schedule:
Net Assets Service Fee
Less than $2 million .10%
$2-$5 million .15%
$5-$10 million .20%
$10 million and over .25%
Nuveen California Tax-Exempt Money Market 00000X000 NCTXX
New 12B-1 Payment Schedule: Annual Rate of .25% of average daily net assets
Nuveen New York Tax-Exempt Money Market 00000X000 NTFXX
New 12B-1 Payment Schedule: Annual Rate of .25% of average daily net assets
Nuveen Money Market Fund
Class A .25% 00000X000 N/A
Class B .25% 00000X000 N/A
Class C 1.00% 00000X000 N/A
ADDENDUM TO NUVEEN MUTUAL FUND DEALER DISTRIBUTION
AND SHAREHOLDER SERVICING AGREEMENT
This Addendum dated as of November 1, 1999, reflects the commencement of the
public offering of common shares of Nuveen Floating Rate Fund ("Floating Rate
Fund"), a closed-end "interval fund" that continuously offers its shares and
makes tender offers to redeem its shares on a quarterly basis (as opposed to
offering daily redemptions like mutual funds). This Addendum makes the terms of
the Distribution and Shareholder Servicing Agreement subject not only to shares
of the Floating Rate Fund but also to shares ("Interval Fund Shares") of all
continuously offered interval funds (collectively "Interval Funds") that may be
offered now or in the future by Nuveen Investments as principal underwriter,
except as specifically provided below. Your acceptance of these terms is
conclusively evidenced by the placing of an order for the Floating Rate Fund or
any such Interval Fund.
14. Unlike other closed-end funds, the continuous offering period with respect
to the Interval Funds may continue indefinitely. The offer to make available to
you Interval Fund Shares is subject to further terms and conditions in addition
to those set out elsewhere in the Distribution and Shareholder Servicing
Agreement, as follows:
a. Interval Fund Shares will not be repurchased by either the Interval
Funds (other than through tender offers from time to time) or Nuveen
Investments and that no secondary market for the Interval Fund Shares
exists currently or is expected to develop. In the event your customer
cancels their order for Interval Fund Shares after confirmation, such
Interval Fund Shares may not be repurchased, remarketed or otherwise
disposed of by or through Nuveen Investments.
b. While the Floating Rate Fund has a fundamental investment policy to
tender 5-25% of its Shares on a quarterly basis, there is no assurance that
the Shares so tendered will be repurchased by the Floating Rate Fund. An
early withdrawal charge payable to Nuveen Investments may be imposed on
Interval Fund Shares accepted for tender by the Interval Fund as set forth
in the Interval Fund's prospectus.
