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CUSTODY AND FUND ACCOUNTING SERVICES AGREEMENT
AMONG
NUVEEN FLOATING RATE FUND
CHASE BANK OF TEXAS, NATIONAL ASSOCIATION
AND
CHASE GLOBAL FUNDS SERVICES COMPANY
November 2, 1999
Table of Contents
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Section Page
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1. Appointment; Intention of the Parties...... 1
2. Definitions................................ 1
3. Delivery of Documents...................... 3
4. Instructions............................... 4
5. Services Provided; Use of Agents........... 5
6. Fees and Expenses.......................... 6
7. Limitation of Liability and Indemnification 7
8. Rights over Securities; Set-off............ 9
9. Fund Representations....................... 9
10. Term....................................... 9
11. Miscellaneous.............................. 10
Table of Contents (continued)
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Page
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Schedule A -- Custody and Fund Processing Services Description.. A-1
Schedule B -- Fund Accounting Services Description.............. B-1
Schedule C -- Fees and Expenses................................. C-1
Schedule D -- Additional Funds.................................. D-1
CUSTODY AND FUND ACCOUNTING SERVICES AGREEMENT (this "Agreement") dated
as of October __, 1999, by and among Nuveen Floating Rate Fund, a Massachusetts
business trust (the Nuveen Floating Rate Fund, together with any other fund that
may become subject to the terms of this Agreement as provided in Section 11(M)
and as listed on Schedule D hereto, referred to herein as the "Fund"), Chase
Bank of Texas, National Association, a national banking association ("Chase
Texas"), and Chase Global Funds Services Company, a Delaware corporation ("Chase
Boston"; Chase Texas and Chase Boston referred to herein together as "Chase").
W I T N E S S E T H:
WHEREAS, the Fund is registered as a non-diversified, closed-end
management investment company under the Investment Company Act of 1940, as
amended (the "1940 Act"); and
WHEREAS, the Fund wishes to contract with Chase to provide certain
services with respect to the Fund;
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, it is agreed among the parties hereto as follows:
1. Appointment; Intention Of Parties. (a) The Fund hereby appoints Chase
Texas to act as custodian of the Fund's portfolio of loans, securities, cash and
other property and to perform certain loan processing and other services, as
provided in Section 5 of and Schedule A to this Agreement, and appoints Chase
Boston to provide certain fund accounting and related services for the Fund, as
provided in Section 5 of and Schedule B to this Agreement, for the period and on
the terms set forth herein. Chase accepts such appointment and agrees to
furnish the services herein set forth in return for the compensation as provided
in Section 6 of and Schedule C to this Agreement.
(b) This Agreement sets out the terms governing custodial, settlement,
loan tracking, fund accounting and certain other associated services offered by
Chase to the Fund. Chase will be responsible for the performance of only those
duties that are set forth in this Agreement or expressly contained in
Instructions that are consistent with the provisions of this Agreement and with
Chase's operations and procedures. The Fund acknowledges that Chase is not
providing any legal, tax or investment advice in providing the services
hereunder.
2. Definitions.
(a) As used herein, the following terms have the meaning hereinafter
stated.
"Account" has the meaning set forth in Schedule A of this Agreement.
"Affiliate" means an entity controlling, controlled by, or under common
control with, Chase.
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"Agreement" has the meaning set forth in the introductory paragraph of this
Agreement.
"Applicable Law" means any statute, whether national, state or local,
applicable in the United States or any other country, the rules of the
treaty establishing the European Community, any other law, rule, regulation
or interpretation of any governmental entity, any applicable common law,
and any decree, injunction, judgment, order, ruling, or writ of any
governmental entity.
"Authorized Person" means any person (including the Investment Adviser or
other agent) who has been designated by written notice from the Fund or its
designated agent to act on behalf of the Fund hereunder. Such persons will
continue to be Authorized Persons until such time as Chase receives
Instructions from the Fund or its designated agent that any such person is
no longer an Authorized Person.
"Business Day" means a day other than Saturday, Sunday or other day on
which commercial banks in Boston and Houston are authorized or required by
law to close.
"Cash Account" has the meaning set forth in Schedule A of this Agreement.
"Chase" has the meaning set forth in the introductory paragraph of this
Agreement.
"Chase Boston" has the meaning set forth in the introductory paragraph of
this Agreement.
"Chase Texas" has the meaning set forth in the introductory paragraph of
this Agreement.
"Corporate Action" means any subscription right, bonus issue, stock
repurchase plan, redemption, exchange, tender offer, or similar matter with
respect to a Financial Asset in the Securities Account or a Senior Loan in
the Loan Account that requires discretionary action by the holder, but does
not include proxy voting.
"Entitlement Holder" means the person named on the records of a Securities
Intermediary as the person having a Securities Entitlement against the
Securities Intermediary.
"Fee Schedule" has the meaning set forth in Section 11(i) hereof.
"Financial Asset" means, as the context requires, either the asset itself
or the means by which a person's claim to it is evidenced, including a
Security, a security certificate, or a Securities Entitlement. "Financial
Asset" does not include cash or Senior Loans.
"Fund" has the meaning set forth in the introductory paragraph of this
Agreement.
"Indebtedness" has the meaning set forth in Section 8(a) hereof.
"Instructions" has the meaning set forth in Section 4(a) hereof.
"Investment Adviser" means Nuveen Senior Loan Asset Management Inc.
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"Liabilities" means any liabilities, losses, claims, costs, damages,
penalties, fines, obligations, or expenses of any kind whatsoever
(including, without limitation, reasonable attorneys', accountants',
consultants' or experts' fees and disbursements).
"Loan Account" means a custody account in the name of the Fund for any and
all Senior Loans received by Chase Texas for the account of the Fund.
"1940 Act" has the meaning set forth in the first recital of this
Agreement.
"1933 Act" has the meaning set forth in section 3(e) hereof.
"Notification" has the meaning set forth in Schedule A of this Agreement.
"SEC" has the meaning set forth in Section 3(d) hereof.
"Securities" means stocks, bonds, rights, warrants and other negotiable and
non-negotiable instruments, whether issued in certificated or
uncertificated form, that are commonly traded or dealt in on securities
exchanges or financial markets. "Securities" also means other obligations
of an issuer, or shares, participations and interests in an issuer
recognized in the country in which it is issued or dealt in as a medium for
investment and any other property as may be acceptable to Chase Texas for
the Securities Account.
"Securities Account" means each Securities custody account on Chase Texas's
records to which Financial Assets are or may be credited pursuant hereto.
"Securities Depository" has the meaning set forth in Schedule A of this
Agreement.
"Securities Entitlement" means the rights and property interest of an
Entitlement Holder with respect to a Financial Asset as set forth in Part 5
of Article 8 of the Uniform Commercial Code of the State of New York, as
the same may be amended from time to time.
"Securities Intermediary" means Chase Texas, a Securities Depository, and
any other financial institution which in the ordinary course of business
maintains custody accounts for others and acts in that capacity.
"Senior Loans" means U.S. dollar denominated senior secured or unsecured
loans, whose interest rates float or adjust periodically based on a
benchmark interest rate, of borrowers organized or located in the United
States or countries located outside the United States.
(b) All terms in the singular will have the same meaning in the plural
unless the context otherwise provides and visa versa.
3. Delivery of Documents.
The Fund has furnished Chase with copies, properly certified or
authenticated, of the following:
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(a) Resolutions of the Board of Trustees of the Fund authorizing the
appointment of Chase Texas as custodian of the Securities, Senior Loans, cash
and other property of the Fund and the appointment of Chase Texas and Chase
Boston to provide certain services to the Fund and approving this Agreement;
(b) Incumbency and signature certificates identifying and containing
the signatures of the Fund's Authorized Persons who are authorized to provide
Instructions with respect to specified matters, including corporate action
determinations, trading directions, pricing issues and net asset value
calculations;
(c) The Fund's Declaration of Trust filed with the Commonwealth of
Massachusetts and all amendments thereto and the Fund's By-Laws and all
amendments thereto;
(d) The Fund's Notification of Registration on Form N-8A under the 1940
Act as filed with the Securities and Exchange Commission ("SEC");
(e) The Fund's most recent registration statement including exhibits on
Form N-1A under the Securities Act of 1933, as amended (the "1933 Act"), and the
1940 Act, as filed with the SEC;
(f) Copies of the Investment Advisory Agreement between the Fund and
its investment adviser;
(g) The Fund's prospectus(es) and statement(s) of additional
information relating to all funds, series, portfolios and classes, as
applicable, and all amendments and supplements thereto; and
(h) Such other agreements as the Fund may enter into from time to time
including, without limitation, securities lending agreements, futures and
commodities account agreements, brokerage agreements and options agreements,
auditors' reports and such opinions of counsel as Chase may reasonably request.
4. Instructions.
(a) Chase is authorized to act under this Agreement (or to refrain from
taking action) in accordance with the instructions received by Chase from
Authorized Persons, via telephone, telex, facsimile transmission, or other
teleprocess or electronic instruction or trade information system acceptable to
Chase ("Instructions"). Chase will have no responsibility for the authenticity
or propriety of any Instructions that Chase believes in good faith to have been
given by Authorized Persons or which are transmitted with proper testing or
authentication pursuant to terms and conditions that Chase may specify. The
Fund authorizes Chase to accept and act upon any Instructions received by it
without inquiry. The Fund will indemnify Chase, its officers, directors, agents
and employees, against, and hold each of them harmless from, any Liabilities
that may be imposed on, incurred by, or asserted against Chase, its officers,
directors, agents and employees as a result of any action or omission taken in
accordance with any Instructions or other directions upon which Chase is
authorized to rely under the terms of this
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Agreement. Unless otherwise expressly provided, all Instructions will continue
in full force and effect until canceled or superseded.
(b) Chase may (in its sole discretion and without affecting any part of
this Section 4) seek clarification or confirmation of an Instruction from an
Authorized Person and may decline to act upon an Instruction if it does not
receive clarification or confirmation satisfactory to it. Chase will not be
liable for any loss arising from any delay while it seeks such clarification or
confirmation.
(c) In executing or paying a payment order Chase may rely upon the
identifying number (e.g., Fedwire routing number or account) of any party as
instructed in the payment order. The Fund assumes full responsibility for any
inconsistency between the name and identifying number of any party in payment
orders issued to Chase.
(d) Any Instructions delivered to Chase by telephone will promptly
thereafter be confirmed in writing by an Authorized Person. Each confirmation
is to be clearly marked "Confirmation." Chase will not be liable for having
followed such Instructions notwithstanding the failure of an Authorized Person
to send such confirmation in writing or the failure of such confirmation to
conform to the telephone Instructions received. Either party may record any of
their telephonic communications. The Fund will comply with any security
procedures reasonably required by Chase from time to time with respect to
verification of Instructions. The Fund will be responsible for safeguarding any
test keys, identification codes or other security devices that Chase will make
available to the Fund or any Authorized Person.
(e) Chase need not act upon Instructions which it reasonably believes
to be contrary to law, regulation or market practice but will be under no duty
to investigate whether any Instructions comply with Applicable Law or market
practice.
(f) Chase has established cut-off times for receipt of some categories
of Instruction, which will be made available to the Fund. If Chase receives an
Instruction after its established cut-off time, it will attempt to act upon the
Instruction on the day requested if Chase deems it practicable to do so or
otherwise as soon as practicable after that day.
5. Services Provided; Use Of Agents.
(a) Chase will provide custody, loan processing and fund accounting
services for the Fund. A detailed description of each of the above services is
contained in Schedules A and B, respectively, to this Agreement, which Schedules
are incorporated by reference and made a part of this Agreement.
(b) Chase will maintain records relating to the services provided
hereunder in such form and manner as Chase may deem appropriate or advisable.
To the extent required by Section 31 of the 1940 Act and the rules thereunder,
Chase Boston agrees that all such records prepared or maintained by Chase Boston
relating to the services provided hereunder will be preserved for the periods
prescribed under Rule 31a-2 under the 1940 Act, maintained at the Fund's
expense, and copies of such records shall be made available in accordance with
such Section and rules.
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(c) Chase may provide certain services under this Agreement through
third parties. Chase will not be responsible for any loss as a result of a
failure by any broker or any other third party that it selects and retains using
reasonable care to provide ancillary services that it does not customarily
provide itself.
6. Fees and Expenses.
(a) As compensation for the services rendered to the Fund pursuant to
this Agreement the Fund shall pay Chase monthly fees and expenses (including
legal fees) determined as set forth in Schedule C to this Agreement. Such fees
are to be billed monthly and shall be due and payable upon receipt of the
invoice. Except as provided in Schedule C hereto with respect to a termination
prior to November 1, 2001, upon any termination of the provision of services
under this Agreement before the end of any month, the fee for the part of the
month before such termination shall be prorated according to the proportion
which such part bears to the full monthly period and shall be payable upon the
date of such termination.
(b) For the purpose of determining fees calculated as a function of the
Fund's assets, the value of the Fund's assets and net assets shall be computed
as required by its currently effective Prospectus, generally accepted accounting
principles, and resolutions of the Board of Trustees of the Fund.
(c) The Fund may request additional services, additional processing,
additional accounts or special reports, with such specifications, requirements
and documentation as may be reasonably required by Chase. If Chase elects to
provide such services or arrange for their provision, it shall be entitled to
additional fees and expenses as the parties may mutually agree.
(d) Chase will bear its own expenses in connection with the performance
of the services under this Agreement except as provided herein or as agreed to
by the parties. The Fund agrees to promptly reimburse Chase for any services,
equipment or supplies and the like ordered by or for the Fund through Chase and
for any other expenses that Chase may incur on the Fund's behalf at the Fund's
request or as consented to by the Fund. Expenses that may be incurred in the
operation of the Fund and that are to be borne by the Fund include, but are not
limited to: taxes; interest; brokerage fees and commissions; salaries and fees
of officers, directors and trustees who are not officers, directors,
shareholders or employees of Chase, or the Fund's investment adviser or
distributor; processing services and related fees; postage, printing and mailing
costs; costs of share certificates; advisory and administration fees; charges
and expenses of pricing and data services, independent public accountants and
custodians; insurance premiums including fidelity bond premiums; legal expenses;
consulting fees; customary bank charges and fees; costs of maintenance of trust
existence; expenses of typesetting and printing of Prospectuses for regulatory
purposes and for distribution to current shareholders of the Fund (the Fund's
distributor to bear the expense of all other printing, production, and
distribution of prospectuses and marketing materials); clearing and processing
charges of clearing corporations; costs of foreign sub-custodians and
depositories; expenses of printing and production costs of shareholders' reports
and proxy statements and materials; expenses of proxy solicitation, proxy
tabulation and annual meetings; costs and expenses of Fund stationery and forms;
costs and expenses of special telephone, customer service, other telephone
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expenses and data lines and devices; costs associated with trust, shareholder,
and Board meetings; trade association dues and expenses; reprocessing costs to
Chase caused by third party errors; all expenses for microfilm, microfiche,
imaging and other data and record storage costs; and any extraordinary expenses
and other customary Fund expenses.
(e) All fees, out-of-pocket expenses, or additional charges of Chase
shall be billed on a monthly basis and shall be due and payable upon receipt of
the invoice.
(f) Chase will render, after the close of each month in which services
have been furnished, a statement reflecting all of the charges for such month.
Charges remaining unpaid after thirty (30) days from the statement date shall
bear interest from the date of the statement to the date of payment by the Fund,
at the rate of interest publicly announced from time to time by Chase Texas as
its prime rate (which rate is not intended to be the lowest rate of interest
charged by Chase Texas in connection with extensions of credit) plus two percent
per year, and all costs and expenses of effecting collection of any such sums,
including reasonable attorneys' fees, shall be paid by the Fund to Chase.
(g) In the event that the Fund is more than sixty (60) days delinquent
in its payments of monthly xxxxxxxx in connection with this Agreement (with the
exception of specific amounts which may be contested in good faith by the Fund),
this Agreement may be terminated upon ninety (90) days' written notice to the
Fund by Chase. The Fund must notify Chase in writing of any contested amounts
within thirty (30) days of receipt of a billing for such amounts. Disputed
amounts are not due and payable while they are being investigated.
7. Limitation of Liability and Indemnification. (a) Chase shall use
reasonable care in performing its duties under this Agreement. Chase shall not
be in violation of this Agreement with respect to any matter as to which it has
satisfied its duty of reasonable care.
(b) Chase shall indemnify the Fund for its direct damages, excluding
attorneys' fees and costs, to the extent they result from Chase's negligence or
willful misconduct in performing its duties as set out in this Agreement.
Nevertheless, under no circumstances shall Chase be liable for any indirect,
consequential or special damages (including, without limitation, lost profits)
of any form, whether or not foreseeable and regardless of the type of action in
which such a claim may be brought.
(c) Without limiting subsections (a) and (b) above, Chase shall not be
responsible for, and the Fund shall indemnify and hold Chase, its officers,
directors, agents and employees, harmless from and against, any and all
Liabilities incurred by Chase, any of its officers, directors, agents or
employees, in the performance of its/their duties hereunder, including but not
limited to those arising out of or attributable to:
(i) any and all actions of Chase or its officers or agents
required to be taken pursuant to this Agreement;
(ii) the reasonable reliance on or use by Chase or its officers,
directors, employees or agents of information, records or documents
furnished to it or them by or on behalf of the Fund, which are
received by Chase or its officers, directors,
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employees or agents and which have been prepared or maintained by the
Fund or any third party on behalf of the Fund;
(iii) the Fund's refusal or failure to comply with the terms of
this Agreement or the Fund's lack of good faith, or its actions or
omissions involving negligence or willful misfeasance;
(iv) the breach of any representation or warranty of the Fund
hereunder;
(v) any delays, inaccuracies, errors in or omissions from
information or data provided to Chase by data, corporate action
services, pricing services, the Investment Adviser, agents banks or
securities brokers and dealers;
(vi) the offer or sale of shares by the Fund in violation of any
requirement under the federal securities laws or regulations or the
securities laws or regulations of any state, or in violation of any
stop order or other determination or ruling by any federal agency or
any state agency with respect to the offer or sale of such shares in
such state (1) resulting from activities, actions or omissions by the
Fund or its other service providers and agents or (2) existing or
arising out of activities, actions or omissions by or on behalf of the
Fund prior to the effective date of this Agreement;
(vii) any failure of the Fund's registration statement to comply
with the 1933 Act and the 1940 Act (including the rules and
regulations thereunder) and any other applicable laws, or any untrue
statement of a material fact or omission of a material fact necessary
to make any statement therein not misleading in a Fund's prospectuses;
(viii) any actions taken by the Fund, its investment adviser or
its distributor in compliance with, or the failure to so comply with,
applicable securities, tax, commodities and other laws, rules and
regulations; and
(ix) all actions, inactions, omissions, or errors caused by
third parties to whom Chase or the Fund has assigned any rights and/or
delegated any duties under this Agreement at the request of or as
required by the Fund, its investment advisers, its distributor,
administrator or sponsor.
Notwithstanding subsection (a) above, it is expressly understood and
agreed that Chase has no duty or obligation of reasonable care with respect to
any of the activities described in clauses (iii), (iv), (v), (vi), (vii), (viii)
or (ix) of this subsection (c).
8. Rights over Securities; Set-off.
(a) The Fund grants Chase a security interest in and a lien on the
Financial Assets held in the Securities Account and the Senior Loans held in the
Loan Account as security
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for any and all amounts which are now or become owing to Chase under any
provision of this Agreement, whether or not matured or contingent
("Indebtedness").
(b) Chase will be further entitled to set any such Indebtedness off
against any cash or deposit account with Chase or any of its Affiliates of which
the Fund is the beneficial owner. Chase will notify the Fund in advance of any
such charge unless Chase reasonably believes that it might prejudice its
interests to do so and, in such event, Chase will notify the Fund promptly
afterwards.
9. Fund Representations.
(a) The Fund represents and warrants to Chase that:
(i) the Fund is a business trust, duly organized and existing
and in good standing under the laws of the Commonwealth of Massachusetts;
(ii) the Fund is authorized to enter into and perform this
Agreement;
(iii) all requisite proceedings have been taken to authorize the
Fund to enter into and perform this Agreement;
(iv) the Fund is an investment company properly registered under
the 1940 Act;
(v) no legal or administrative proceedings have been instituted
or threatened which would impair the Fund's ability to perform its duties and
obligations under this Agreement;
(vi) the Fund's registration statements comply in all material
respects with the 1933 Act and the 1940 Act (including the rules and regulations
thereunder) and none of the Fund's prospectuses and/or statements of additional
information contain any untrue statement of material fact or omit to state a
material fact necessary to make the statements therein not misleading; and
(vii) the Fund's execution, delivery and performance of this
Agreement shall not cause a material breach or be in material conflict with any
other agreement or obligation of the Fund or any law or regulation applicable to
it.
(b) Chase represents and warrants to the Fund that:
(i) Chase is duly organized and existing under the laws of its
jurisdiction of incorporation;
(ii) Chase is duly qualified to carry on its business in the
Commonwealth of Massachusetts and the State of Texas, as applicable;
(iii) Chase is empowered under applicable laws and by its charter
and by-laws to enter into and perform the services described in this Agreement;
(iv) all requisite corporate action has been taken to authorize Chase
to enter into and perform this Agreement;
(v) Chase has, and will continue to have, access to the facilities,
personnel and equipment required to fully perform its duties and obligations
hereunder;
(vi) no legal or administrative proceedings have been instituted or
threatened against Chase which would impair Chase's ability to perform its
duties and obligations under this Agreement; and
(vii) Chase's execution, delivery and performance of this Agreement
shall not cause a material breach or be in material conflict with any other
agreement or obligation of Chase or any law or regulation applicable to
Chase.
10. Term. This Agreement shall become effective on the date first
hereinabove written and may be modified or amended from time to time by mutual
agreement between the parties hereto. This Agreement shall continue in effect
unless terminated by either party on ninety (90) days' prior written notice.
Upon termination of this Agreement, the Fund shall pay to Chase such
compensation and any reasonable out-of-pocket or other reimbursable expenses
which may become due or payable under the terms hereof as of the date of
termination or after the date that the provision of services ceases, whichever
is later. In the event of late payment or non-payment, Chase shall have the
right to retain the records of the Fund until all fees and monies due Chase are
paid. If the Fund terminates this Agreement for any reason prior to November 1,
2000, the Fund shall reimburse Chase, in accordance with Schedule C, for any
conversion costs and any start-up costs incurred by Chase that are not the
obligation of the Fund under Section 6 of this Agreement. Sections 6 and 7 of
this Agreement shall survive the termination of this Agreement with respect to
any obligations of the parties under this Agreement.
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11. Miscellaneous.
(a) Any notice required or permitted hereunder shall be in writing
and shall be deemed effective on the date of personal delivery (by private
messenger, courier service or otherwise) or upon confirmed receipt of telex or
facsimile, whichever occurs first, or upon receipt if by mail to the parties at
the following address (or such other address as a party may specify by notice to
the other):
If to the Fund:
Nuveen Floating Rate Fund
000 Xxxx Xxxxxx Xxxxx
Xxxxxxx, XX 00000
Attention: Fund Controller
Fax: 000-000-0000
If to Chase Texas:
Chase Bank of Texas, National Association
000 Xxxxxx Xxxxxx, 00xx Xxxxx
Xxxxxxx, XX 00000
Attention: Capital Markets Fiduciary Services--
Nuveen Floating Rate Fund
Fax: 000-000-0000
If to Chase Boston:
Chase Global Funds Services Company
00 Xxxxxxx Xxxxxx
Xxxxxx, XX 00000
Attention: Xxxx-Xxxx Xxxxxxxx, General Counsel
Fax: 000-000-0000
(b) The failure of a party to insist upon strict adherence to any
term of this Agreement on any occasion shall not be considered a waiver nor
shall it deprive such party of the right thereafter to insist upon strict
adherence to that term or any term of this Agreement. Any waiver must be in
writing signed by the waiving party.
(c) Chase shall not be responsible or liable for any harm, loss,
expense, liability or damage of any nature suffered by the Fund, its investors,
or other third parties or for any failure or delay in performance of Chase's
obligations under this Agreement arising out of or caused, directly or
indirectly, by circumstances beyond Chase's control, including, without
limitation, an act of God, fire, flood, civil or labor disturbance, war, act of
any governmental authority or other act or threat of any authority (de jure or
de facto), legal constraint, fraud or forgery (except to the extent attributable
to the acts of Chase employees or agents), malfunction of equipment or software
(except to the extent such malfunction is primarily attributable to Chase's
negligence in maintaining the equipment or software), failure of or the effect
of rules or operations of any external funds transfer system, inability to
obtain or interruption of external communications facilities, or any cause
beyond the reasonable control of
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Chase. Chase shall use reasonable efforts to minimize the likelihood of any
damage, loss of data, delays and errors resulting from uncontrollable events,
and should such damage, loss of data, delays or errors occur, chase shall use
its reasonable efforts to mitigate the effects of such occurrence.
(d) This Agreement may be modified or amended from time to time by
mutual written agreement between the parties. No provision of this Agreement may
be changed, discharged, or terminated orally, but only by an instrument in
writing signed by the party against which enforcement of the change, discharge
or termination is sought.
(e) If any provision of this Agreement is invalid or unenforceable,
the balance of the Agreement shall remain in effect, and if any provision is
inapplicable to any person or circumstance it shall nevertheless remain
applicable to all other persons and circumstances.
(f) Except as hereunder provided, neither this Agreement nor any
rights or obligations hereunder may be assigned by either party without the
written consent of the other party, which consent shall not be unreasonably
withheld. This Agreement shall inure to the benefit of and be binding upon the
parties and their respective permitted successors and assigns, including by
operation of law. Chase may, with notice to Fund but without its prior consent,
assign this Agreement or its rights or obligations hereunder to any subsidiary
or affiliate of Chase.
(g) Headings are for convenience only and are not intended to affect
interpretation.
(h) This Agreement, including the Schedules, sets out the entire
agreement between the parties in connection with the subject matter, and this
Agreement supersedes any other agreement, statement, or representation relating
to custody, whether oral or written.
(i) Chase will not disclose any confidential information concerning
the Financial Assets, Senior Loans and/or cash held for the Fund except as is
reasonably necessary to provide services to the Fund, as required by law or
regulation or the organizational documents of the issuer of any Financial Asset
or Senior Loan, or with the consent of the Fund. The information contained in
the attached Schedule A entitled Fees and Expenses (the "Fee Schedule") is
confidential and proprietary in nature. By receiving this Agreement, the Fund
agrees that none of its trustees, officers, employees or agents, without the
prior written consent of Chase, will divulge, furnish or make accessible to any
third party, except as required by law or any regulatory authority or as
permitted by the next sentence, any part of the Fee Schedule or information in
connection therewith which has been or may be made available to it. The Fund
agrees that it will limit access to the Fee Schedule and such information to
only those officers or employees with responsibilities for analyzing the
Agreement, to its counsel, to such independent consultants hired expressly for
the purpose of assisting in such analysis, and to governmental agencies. In
addition, the Fund agrees that any person to whom such information is properly
disclosed shall be informed of the confidential nature of the Fee Schedule and
the information relating thereto, and shall be directed to treat the same
appropriately. The terms set forth in this Section 11(i) shall continue for two
years after termination.
(j) Chase will not be required to maintain any insurance coverage for
the benefit of the Fund.
(k) This Agreement may be executed in several counterparts each of
which will be deemed to be an original and together will constitute one and the
same agreement.
(l) THIS AGREEMENT SHALL BE GOVERNED BY THE SUBSTANTIVE LAWS OF THE
STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES.
(m) In the event that Xxxx Nuveen & Company Incorporated sponsors
additional closed-end management companies with respect to which it desires
Chase to provide services under the terms of this Agreement, it shall so notify
Chase in writing, and if Chase agrees in writing to provide such services, such
Fund or Funds shall be subject to the terms of this Agreement and Schedules A, B
and C shall be modified accordingly.
(n) The Fund shall not use Chase's name in any offering material,
shareholder report, advertisement or other material relating to the Fund, other
than for the purpose of merely identifying and describing the functions of Chase
hereunder, in a manner not approved by Chase in writing prior to such use;
provided, however, that Chase shall consent to all uses of its name required by
the SEC, any state securities commission, or any federal or state regulatory
authority; and provided, further, that in no case will such approval be
unreasonably withheld.
(o) The Fund's Declaration of Trust is on file with the Secretary of
the Commonwealth of Massachusetts. This Agreement is executed on behalf of the
Fund by the Fund's officers as officers and not individually and the obligations
imposed upon the Fund by this Agreement are not binding upon any of the Fund's
trustees, officers or shareholders individually but are binding only upon the
assets and property of the Fund.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed by their officers designated below as of the date first written
above.
NUVEEN FLOATING RATE FUND
By: /s/ Xxxx X. Berkshire
------------------------------------
Name: Xxxx X. Berkshire
----------------------------------
Title: Vice President
---------------------------------
CHASE BANK OF TEXAS,
NATIONAL ASSOCIATION
By: /s/ Xxxxxxx Xxxxxxx
------------------------------------
Name: Xxxxxxx Xxxxxxx
----------------------------------
Title: Vice President
---------------------------------
CHASE GLOBAL FUNDS
SERVICES COMPANY
By: /s/ X.X. XxxXxxxx
------------------------------------
Name: X.X. XxxXxxxx
----------------------------------
Title: CEO & Vice President
---------------------------------
12
