Exhibit K.4
NUVEEN BROKER-DEALER AGREEMENT
BASIC TERMS FOR ACTING AS A BROKER-DEALER
Relating to
TAXABLE AUCTIONED PREFERRED SHARES
January 11, 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 Real Estate Income Fund Taxable Auctioned Preferred Shares,
Series _____ ("TAPS") Order Form
EXHIBIT C - Nuveen Real Estate Income Fund Taxable Auctioned Preferred Shares,
Series _____ ("TAPS") Transfer Form
EXHIBIT D - Nuveen Real Estate Income Fund Taxable Auctioned Preferred Shares,
Series ______ ("TAPS") Notice of a Failure to Deliver
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 Taxable Auctioned Preferred Shares ("TAPS") 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 TAPS, 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 TAPS 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 TAPS of such
Fund.
The Auction Procedures of each Fund will require the participation of one
or more Broker-Dealers for each series of TAPS of such Fund. BD will act as a
Broker-Dealer for each series of TAPS 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 TAPS 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 TAPS 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 TAPS 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 TAPS 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 shares of
TAPS, who may be interested in acquiring shares of TAPS (or, in
the case of an Existing Holder, additional shares of TAPS).
(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 TAPS 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 Taxable Auctioned Preferred Shares, as filed by
such Fund with the Office of the 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:
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(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 TAPS 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 TAPS. 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
TAPS, the Auction Agent shall advise the Broker-Dealers for such
series by telephone of the Minimum Rate and Maximum Rate 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 TAPS 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
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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 old Auction Date.
Thereafter, the BD shall notify customers of the BD who the BD
believes are Existing Holders of shares of TAPS of such change in
the Auction Date.
(c) For purposes of maintaining its list of Existing Holders, the
Auction Agent for any series of TAPS 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 TAPS such Broker-Dealer
believes are owned by such Person. BD shall comply with any such
request relating to a series of TAPS 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
TAPS 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 TAPS shall be conclusive and binding on BD. BD may
inquire of the Auction Agent between 3:00 P.M. on the Business
Day preceding an Auction for shares of a series of TAPS 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
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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 TAPS in accordance
with the schedule set forth below. Such schedule with respect to
any series of TAPS 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
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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 accepted
and rejected and shares of such series of TAPS
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.
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(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 shares of TAPS 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
shares of TAPS to be transferred to or by any Person that
purchased or sold shares of TAPS 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 would be entitled or required to purchase, a
fraction of a share of TAPS on any Auction Date, BD shall, in
such manner as it shall determine in its sole discretion, round
up or down the number of shares of TAPS 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 shares of TAPS.
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2.4 Notices.
(a) On each Auction Date for any series of TAPS, 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 TAPS 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 TAPS 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.
(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.
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2.6 Service Charge to be Paid to BD.
On the Business Day next succeeding each Auction Date for any series
of TAPS 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 shares of TAPS 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 TAPS
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 shares of TAPS of any
series that was accepted in whole or in part fails to instruct
its Agent Member to deliver the shares of TAPS subject to such
Bid or Sell Order against payment therefor, BD, if it knows the
identity of such Agent Member, 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 shares of TAPS of
such series that was accepted in whole or in part a number of
shares of TAPS of such series that is less than the number of
shares of TAPS 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
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Owner, Potential Holder or Potential Beneficial Owner or its
respective Agent Member to deliver shares of TAPS of any series
or to pay for shares of TAPS 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 TAPS 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 TAPS 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 shares of TAPS 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 shares of TAPS 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 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.
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(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.
(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; 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
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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 shares of TAPS 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 TAPS of the Fund after such
termination. Each Agreement shall automatically terminate with respect
to any series of TAPS 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 TAPS 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.
If to the Fund, addressed:
[Name of Fund]
000 Xxxx Xxxxxx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxxxxx X. Xxxxxxxxx
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
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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.
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
12
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]
$_____ Taxable Auctioned Preferred Shares [Stock]
Series ____
AUCTION DATE: _____________
ISSUE: ___________________ SERIES: _________
THE UNDERSIGNED Broker-Dealer SUBMITS THE FOLLOWING ORDERS ON BEHALF OF THE
BIDDER(S) LISTED BELOW:
ORDERS BY EXISTING ORDERS BY POTENTIAL HOLDERS- NUMBER OF SHARES OF
HOLDERS- NUMBER OF SHARES OF TAPS POTENTIAL HOLDER TAPS 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 shares of TAPS 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 shares of TAPS not greater than the number of shares
of TAPS 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]
TAXABLE AUCTIONED PREFERRED SHARES,
SERIES __ -- ("TAPS")
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 TAPS 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 shares of Taxable Auctioned Preferred Shares
sold pursuant to an Auction)
[NAME OF FUND]
TAXABLE AUCTIONED PREFERRED SHARES, SERIES __ ("TAPS")
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 TAPS 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 TAPS 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 TAPS to the Purchaser
[ ] the Purchaser failed to make payment to the Seller upon delivery of
such shares of TAPS
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 Taxable Auctioned Preferred 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 Taxable Auctioned
Preferred Shares ("TAPS") 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 TAPS 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 TAPS 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 shares of TAPS 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 TAPS.
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
Taxable Auctioned Preferred 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 Taxable Auctioned Preferred Shares ("TAPS") 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 TAPS 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 Taxable Auctioned Preferred
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 shares of TAPS 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 Taxable Auctioned Preferred Shares ("TAPS") 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 TAPS 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
SCHEDULE A
NUVEEN CLOSED-END FUNDS
DATED AS OF: NOVEMBER 3, 2005
Nuveen Municipal Value Fund, Inc. +
Nuveen California Municipal Value Fund, Inc. +
Nuveen New York Municipal Value Fund, Inc. +
Nuveen Municipal Income Fund, Inc. +
Nuveen Select Maturities Municipal Fund *
Nuveen Premium Income Municipal Fund, Inc. +
Nuveen Performance Plus Municipal Fund, Inc. +
Nuveen California Performance Plus Municipal Fund, Inc. +
Nuveen New York Performance Plus Municipal Fund, Inc. +
Nuveen Municipal Advantage Fund, Inc. +
Nuveen Municipal Market Opportunity Fund, Inc. +
Nuveen California Municipal Market Opportunity Fund, Inc. +
Nuveen Investment Quality Municipal Fund, Inc. +
Nuveen California Investment Quality Municipal Fund, Inc. +
Nuveen New York Investment Quality Municipal Fund, Inc. +
Nuveen Insured Quality Municipal Fund, Inc. +
Nuveen Florida Investment Quality Municipal Fund *
Nuveen New Jersey Investment Quality Municipal Fund, Inc. +
Nuveen Pennsylvania Investment Quality Municipal Fund *
Nuveen Select Quality Municipal Fund, Inc. +
Nuveen California Select Quality Municipal Fund, Inc. +
Nuveen New York Select Quality Municipal Fund, Inc. +
Nuveen Quality Income Municipal Fund, Inc. +
Nuveen Insured Municipal Opportunity Fund, Inc. +
Nuveen Florida Quality Income Municipal Fund *
Nuveen Michigan Quality Income Municipal Fund, Inc. +
Nuveen Ohio Quality Income Municipal Fund, Inc. +
Nuveen Texas Quality Income Municipal Fund *
Nuveen California Quality Income Municipal Fund, Inc. +
Nuveen New York Quality Income Municipal Fund, Inc. +
Nuveen Premier Municipal Income Fund, Inc. +
Nuveen Premier Insured Municipal Income Fund, Inc. +
Nuveen Premium Income Municipal Fund 2, Inc. +
Nuveen Arizona Premium Income Municipal Fund, Inc. +
Nuveen Insured California Premium Income Municipal Fund, Inc. +
Nuveen Insured Florida Premium Income Municipal Fund *
Nuveen Michigan Premium Income Municipal Fund, Inc. +
Nuveen New Jersey Premium Income Municipal Fund, Inc. +
Nuveen Insured New York Premium Income Municipal Fund, Inc. +
Nuveen Premium Income Municipal Fund 4, Inc. +
Nuveen Insured California Premium Income Municipal Fund 2, Inc. +
Nuveen Maryland Premium Income Municipal Fund *
Nuveen Massachusetts Premium Income Municipal Fund *
Nuveen Pennsylvania Premium Income Municipal Fund 2 *
Nuveen Virginia Premium Income Municipal Fund *
Nuveen Connecticut Premium Income Municipal Fund *
Nuveen Georgia Premium Income Municipal Fund *
Nuveen Missouri Premium Income Municipal Fund *
Nuveen North Carolina Premium Income Municipal Fund *
Nuveen California Premium Income Municipal Fund *
SCHEDULE A (cont'd)
NUVEEN CLOSED-END FUNDS
DATED AS OF: NOVEMBER 3, 2005
Nuveen Insured Premium Income Municipal Fund 2 *
Nuveen California Dividend Advantage Municipal Fund *
Nuveen New York Dividend Advantage Municipal Fund*
Nuveen Dividend Advantage Municipal Fund *
Nuveen Arizona Dividend Advantage Municipal Fund *
Nuveen Connecticut Dividend Advantage Municipal Fund *
Nuveen Maryland Dividend Advantage Municipal Fund *
Nuveen Massachusetts Dividend Advantage Municipal Fund *
Nuveen North Carolina Dividend Advantage Municipal Fund *
Nuveen Virginia Dividend Advantage Municipal Fund *
Nuveen Dividend Advantage Municipal Fund 2 *
Nuveen California Dividend Advantage Municipal Fund 2 *
Nuveen New Jersey Dividend Advantage Municipal Fund *
Nuveen New York Dividend Advantage Municipal Fund 2 *
Nuveen Ohio Dividend Advantage Municipal Fund *
Nuveen Pennsylvania Dividend Advantage Municipal Fund *
Nuveen Dividend Advantage Municipal Fund 3 *
Nuveen California Dividend Advantage Municipal Fund 3 *
Nuveen Georgia Dividend Advantage Municipal Fund *
Nuveen Maryland Dividend Advantage Municipal Fund 2 *
Nuveen Michigan Dividend Advantage Municipal Fund *
Nuveen Ohio Dividend Advantage Municipal Fund 2 *
Nuveen North Carolina Dividend Advantage Municipal Fund 2 *
Nuveen Virginia Dividend Advantage Municipal Fund 2 *
Nuveen Insured Dividend Advantage Municipal Fund *
Nuveen Insured California Dividend Advantage Municipal Fund *
Nuveen Insured New York Dividend Advantage Municipal Fund *
Nuveen Arizona Dividend Advantage Municipal Fund 2 *
Nuveen Connecticut Dividend Advantage Municipal Fund 2 *
Nuveen New Jersey Dividend Advantage Municipal Fund 2 *
Nuveen Pennsylvania Dividend Advantage Municipal Fund 2 *
Nuveen Ohio Dividend Advantage Municipal Fund 3 *
Nuveen Select Tax-Free Income Portfolio *
Nuveen Select Tax-Free Income Portfolio 2 *
Nuveen California Select Tax-Free Income Portfolio *
Nuveen New York Select Tax-Free Income Portfolio *
Nuveen Select Tax-Free Income Portfolio 3 *
Nuveen Senior Income Fund *
Nuveen Real Estate Income Fund *
Nuveen Quality Preferred Income Fund *
Nuveen Arizona Dividend Advantage Municipal Fund 3*
Nuveen Connecticut Dividend Advantage Municipal Fund 3*
2
SCHEDULE A (cont'd)
NUVEEN CLOSED-END FUNDS
DATED AS OF: NOVEMBER 3, 2005
Nuveen Georgia Dividend Advantage Municipal Fund 2*
Nuveen Maryland Dividend Advantage Municipal Fund 3*
Nuveen North Carolina Dividend Advantage Municipal Fund 3*
Nuveen Quality Preferred Income Fund 2*
Nuveen Floating Rate Fund*
Nuveen Insured Tax-Free Advantage Municipal Fund*
Nuveen Insured New York Tax-Free Advantage Municipal Fund*
Nuveen Insured California Tax-Free Advantage Municipal Fund*
Nuveen Insured Florida Tax-Free Advantage Municipal Fund*
Nuveen Insured Massachusetts Tax-Free Advantage Municipal Fund*
Nuveen Quality Preferred Income Fund 3*
Nuveen Preferred and Convertible Income Fund*
Nuveen Preferred and Convertible Income Fund 2*
Nuveen Diversified Dividend and Income Fund*
Nuveen Municipal High Income Opportunity Fund*
Nuveen Tax-Advantaged Total Return Strategy Fund*
Nuveen Floating Rate Income Fund*
Nuveen Floating Rate Income Opportunity Fund*
Nuveen Equity Premium Income Fund*
Nuveen Equity Premium Opportunity Fund*
Nuveen Tax-advantaged Floating Rate Fund*
Nuveen Equity Premium Advantage Fund*
Nuveen Equity Premium and Growth Fund*
----------
+ Minnesota Corporation
* Massachusetts Business Trust
FUND STATE STREET BANK AND TRUST COMPANY
BY: /s/ Xxxx X. Xxxxx BY: /s/ Xxxxxx X. Xxxxxx
--------------------------------- ------------------------------------
as an Authorized Officer on Xxxxxx X. Xxxxxx
behalf of each of the Funds Executive Vice President
indicated above
3
