NUVEEN MUTUAL FUNDS
Dealer Distribution, Shareholder Servicing and Fee-Based Program Agreement
As principal underwriter of shares of the various Nuveen non-money market
open-end mutual funds, and of the shares of any future such funds
(collectively, the "Funds") Nuveen Investments, LLC (the "Distributor") invites
you (a) to join a selling group for the distribution of shares of common stock
of the Funds (the "Shares"), and/or (b) if you offer a Fee-Based Program for
financial planning, investment advisory and/or asset management services or
provide such services to your clients in connection with the establishment of
an investment account for which a comprehensive "wrap fee" charge is imposed
("Fee-Based Program"), to include select open-end investment companies
sponsored by Nuveen Investments in your Fee-Based Program. In consideration of
the mutual covenants and agreements contained herein and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged by all parties, as exclusive agent of the Funds, we offer to sell
you Shares and you agree to purchase Shares and/or provide the services
described herein on the following terms:
1. In all sales of Shares to the public you shall act as dealer for your own
account or as agent for your customers, and in no transaction shall you have
any authority to act as agent for any Fund, for us or for any other member
of the Selling Group. If acting as agent for your customers, the customers
in question are for all purposes your customers and not customers of Nuveen
Investments. We shall execute transactions for each of your customers only
upon your authorization, it being understood in all cases that (a) you are
acting as agent for the customer; (b) the transactions are without recourse
against you by the customer; (c) as between you and the customer, the
customer will have full beneficial ownership of the securities; (d) each
transaction is initiated solely upon the order of the customer; and (e) each
transaction is for the account of the customer and not for your account.
2. Orders for purchase of Shares received from you shall be accepted by us only
at the public offering price applicable to each order, as established by the
then current Prospectus of the appropriate Fund, subject to the discounts
provided in such Prospectus. Upon receipt from you of any order to purchase
Shares we shall confirm to you in writing or by wire to be followed by a
confirmation in writing, and, if applicable, we shall concurrently send to
your customer a letter confirming such order, together with a copy of the
appropriate Fund's current prospectus. Additional instructions may be
forwarded to you from time to time. All orders are subject to acceptance or
rejection by us in our sole discretion.
3. Members of the general public, including you and your customers, may
purchase Shares and you may offer and sell Shares to your customers only at
the public offering price determined in the manner described in the current
Prospectus of the appropriate Fund. Shares will be offered at a public
offering price based upon the net asset value of such Shares plus, with
respect to certain class(es) of Shares, either (1) a sales charge from which
you shall receive a discount equal to a percentage of the applicable
offering price as provided in the Prospectus or, (2) if applicable, a sales
charge which, together with the amount of that sales charge to be retained
by banks or bank-affiliated broker-dealers acting as agent for their
customers, is set forth in the Prospectus. You may receive a distribution
fee and/or a service fee with respect to certain class(es) of Shares for
which such fees are applicable, as provided in the applicable Prospectus,
which distribution fee and/or service fee shall be payable for such periods
and at such intervals as are from time to time specified by us. Your
placement of an order for Shares after the date of any notice of an
amendment to this Agreement shall conclusively evidence your agreement to be
bound thereby.
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Reduced sales charges may also be available as a result of a cumulative
discount or pursuant to a letter of intent. Further information as to such
reduced sales charges, if any, is set forth in the appropriate Fund
Prospectus. You agree to advise us promptly as to the amounts of any sales
made by you to the public qualifying for reduced sales charges.
4. By accepting this Agreement, you agree:
a) That you will purchase Shares only from us, and only to cover purchase
orders already received from your customers, or for your own bona fide
investment;
b) That you will not withhold placing with us orders received from your
customers so as to profit yourself as a result of such withholding; and
c) That, with respect to the sale of Shares of Funds that offer multiple
classes of Shares, you will comply with the terms of the Policies and
Procedures with Respect to Sales of Multiple Classes of Shares, attached
hereto as Exhibit A.
5. We will not accept from you any conditional orders for Shares.
6. Payment for Shares ordered from us shall be in New York clearing house funds
and must be received by the Funds' agent, Boston Financial Data Services
("BFDS") attn: Nuveen Investor Services., 00 Xxxxxx Xxxxx, Xxxxxxxxx,
Xxxxxxxxxxxxx 00000, within three business days after our acceptance of your
order. If such payment is not received, we reserve the right, without
notice, forthwith to cancel the sale or, at our option, to cause the Fund to
redeem the Shares ordered, in which case we may hold you responsible for any
loss, including loss of profit, suffered by us as result of your or your
customer's failure to make such payment. If any Shares confirmed to you or
your customer under the terms of this agreement are repurchased by the
issuing Fund or by us as agent for the Fund, or are tendered for repurchase,
within seven business days after the date of our confirmation of the
original purchase order, you shall promptly refund to us the full discount,
commission, or other concession, if any, allowed or paid to you on such
Shares.
7. Shares sold hereunder shall be available in book-entry form on the books of
BFDS unless other instructions have been given.
8. No person is authorized to make any representations concerning Shares of any
Fund except those contained in the applicable current Prospectus and printed
information subsequently issued by the appropriate Fund or by us as
information supplemental to such Prospectus. You agree that you will not
offer or sell any Shares except under circumstances that will result in
compliance with the applicable Federal and state securities laws and that in
connection with sales and offers to sell Shares you will furnish to each
person to whom any such sale or offer is made a copy of the then current
Prospectus for the appropriate Fund (as the amended or supplemented) and
will not furnish to any persons any information relating to Shares which is
inconsistent in any respect with the information contained in the then
current Prospectus or cause any advertisement to be published in any
newspaper or posted in any public place without our consent and the consent
of the appropriate Fund. You shall be responsible for any required filing of
such advertising. The Fund shall supply you with such quantities of
Prospectuses, statements of additional information, semi-annual and annual
reports, proxies and other required documentation as may reasonably be
requested by you, at the cost of the Fund.
9. All sales will be made subject to our receipt of Shares from the appropriate
Fund. We reserve the right, in our discretion, without notice, to modify,
suspend or withdraw entirely the offering of any Shares, and upon notice to
change the price, sales charge, or dealer discount or to modify, cancel or
change the terms of this Agreement.
10. You shall provide such office space and equipment, telephone facilities,
personnel and literature distribution as is necessary or appropriate for
providing information and services to your customers. Such services and
assistance may include, but not be limited to, establishment and
maintenance of shareholder accounts and records, processing purchase and
redemption transactions, answering routine inquiries regarding the Funds,
and such other services as may be agreed upon from time to time and as may
be permitted by applicable statute, rule, or regulation. You shall perform
these services in good faith and with reasonable care. You shall
immediately inform the Funds or us of all written complaints received by
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you from Fund shareholders relating to the maintenance of their accounts and
shall promptly answer all such complaints.
11. In connection with the Funds that permit the sale of their shares at net
asset value to customers purchasing through a Fee-Based Program, as
described in their respective Prospectuses, you further agree to abide by
the following terms:
a) You represent that you have established a Fee-Based Program as defined
above;
b) The Funds to which this Agreement pertains will be those designated by
Distributor and accepted by you, from time to time, subject to the
provision of each Fund's then current Prospectus, state and federal
securities laws and regulations, and applicable rules and regulations of
the National Association of Securities Dealers, Inc (the "NASD");
c) You may sell certain class(es) of shares of the Funds designated as
described in Sub-section b) above at net asset value to your bona fide
clients participating in the Fee-Based Program. You will earn no
concession or commission on any such sale, but will be entitled to
receive the appropriate 12b-1 fees, if any, otherwise payable with
respect thereto to the extent provided from time to time in the
applicable Funds' Prospectuses;
d) Any agent (other than your employee(s) or representative(s)) employed or
utilized by you to perform any services under this Agreement on your
behalf, including but not limited to a clearing agent, shall enter into
an agreement with Distributor containing such provisions as Distributor
may reasonably require; you shall, however, remain responsible for the
performance of your agents; and
e) Distributor is not endorsing, recommending or otherwise involved in
providing any investment product offered by you (including but not
limited to the Fee-Based Program), and you are prohibited from
representing otherwise; Distributor is merely affording you the
opportunity to use shares of certain Funds distributed by Distributor as
an investment medium for the Fee-Based Program.
12. All communications to us should be sent to 000 X. Xxxxxx Xxxxx, Xxxxxxx,
Xxxxxxxx 00000. Any notice to you shall be duly given if mailed or
telegraphed to you at the address specified by you below.
13. Your acceptance of this agreement constitutes a representation that you
(a) are registered as a securities dealer with the Securities and Exchange
Commission ("SEC") and are a member in good standing of the NASD, (b) are
registered as a securities broker-dealer with the Securities and Exchange
Commission ("SEC") and are a member in good standing of the NASD (c) are
registered with the SEC as an investment adviser, or (d) are a bank as
defined in Section 3(a)(6) of the Securities Exchange Act of 1934, as
amended and are duly authorized to engage in the transactions to be
performed hereunder; and that you agree to comply with all applicable state
and Federal laws, rules and regulations applicable to transactions and
services hereunder and, if applicable, to the Conduct Rules of the National
Association of Securities Dealers, Inc., including specifically Rule 2830
thereof. You likewise agree that you will not offer to sell Shares in any
state or other jurisdiction in which they may not lawfully be offered for
sale or offer to provide advisory services in any state or other
jurisdiction in which they may not lawfully be provided. We agree to advise
you currently of the identity of those states and jurisdictions in which
the Shares may lawfully be offered for sale.
14. This Agreement shall be construed in accordance with the laws of the State
of Illinois. This Agreement shall not relieve you or Distributor from any
obligations either may have under any other agreements between them. This
Agreement is subject to the Prospectuses of the Funds from time to time in
effect, and, in the event of a conflict, the terms of the Prospectuses
shall control. References herein to the "Prospectus" of a Fund shall mean
the prospectus and statement of additional information of such Fund as from
time to time in effect. Any changes, modifications or additions reflected
in any such Prospectus shall be effective on the date of such Prospectus
(or supplement thereto) unless specified otherwise. This Agreement shall
supersede any prior dealer distribution agreement with respect to the
Funds. The National Securities Clearing Corporation ("NSCC") rules and
procedures shall apply to transactions hereunder. In the event of a
conflict between this Agreement and the NSCC rules and procedures, this
Agreement shall prevail.
15. The parties acknowledge that the SEC and the United States Treasury
Department have adopted a series of rules and regulations arising out of
the USA PATRIOT Act (together with such rules and regulations,
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the "Applicable Law"), specifically requiring certain financial
institutions, including the parties, to establish a written anti-money
laundering and customer identification program (a "Program"). Each party
represents, warrants and certifies that they have established, and covenant
that at al times during the existence of this Agreement they will maintain,
a Program in compliance with Applicable Law. You covenant that you will
perform all activities, including the establishment and verification of
customer identities as required by Applicable Law and/or your Program, with
respect to all customers on whose behalf you maintain a direct account with
the Funds.
16. Each party represents and warrants to the other party that:
(a) Powers. It has the power to execute this Agreement and any other
documentation relating to this Agreement to which it is a party, to deliver
this Agreement and any other documentation relating to this Agreement that
it is required by this Agreement to deliver and perform its obligations
under this Agreement and has taken all necessary action to authorize such
execution, delivery and performance.
(b) No Violation or Conflict. Such execution, delivery and performance do
not violate or conflict with any law applicable to it, any provision of its
constitutional documents, any order or judgment of any court or other agency
of government applicable to it or any contractual restriction binding on or
affecting it.
(c) Obligations Binding. Its obligations under this Agreement constitute its
legal, valid and binding obligations, enforceable in accordance with their
respective terms (subject to applicable bankruptcy, reorganization,
insolvency, moratorium or similar laws affecting creditors' rights generally
and subject, as to enforceability, to equitable principles of general
application regardless of whether enforcement is sought in a proceeding in
equity or law).
(d) Compliance with Laws. It will comply with all applicable laws and orders
to which it may be subject if failure to do so would materially impair its
ability to perform its obligations under this Agreement.
17. We will treat all nonpublic personal information about you or your
customers that is provided to us in connection with this Agreement and the
transactions contemplated herein according to Nuveen's Privacy Policy.
Consistent with Nuveen's Privacy Policy, we may provide such information,
among other things, to third-party service providers that provide
administrative or marketing services on our behalf for the purpose of
assisting us in servicing your or your client's account. Each party
represents to the other that it has safeguards in place to protect the
confidentiality of customers' nonpublic personal information, will provide
to the other party such information as may reasonably be requested to
demonstrate the foregoing, and will promptly notify the other party in the
event of a security breach involving such other party's customers.
18. You agree to: (a) implement and enforce policies and procedures reasonably
designed to detect and prevent frequent trading and late trading by your
customers in shares of the Funds; (b) provide to us, promptly upon request,
information about any customer that has purchased, redeemed, transferred,
or exchanged shares of the Funds though an account with you, including the
customer's taxpayer identification number and the amount and date of each
such transaction; (c) execute our instructions to restrict or prohibit
further purchases or exchanges of shares of the Funds by any of your
customers who we have identified as having engaged in transactions that
violate the Funds' policies and procedures to detect and prevent frequent
trading; (d) assess any applicable redemption fee as set forth in a Fund's
registration statement; (e) maintain the confidentiality of any non-public
information that you may receive from us concerning our Funds and refrain
from trading or permitting others to trade in shares of the Funds on the
basis of such information; and (f) notify us promptly in the event of a
material change in your ability to comply with the foregoing.
19. This Agreement may be signed in counterparts, each of which shall be deemed
to be an original, and all such counterparts shall together constitute but
one and the same agreement.
In Witness Whereof, this Agreement has been executed as of the date set forth
above by a duly authorized officer of each party.
Nuveen Investments, LLC
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Nuveen Investments
Authorized Signature
Dealer/Adviser
Firm |__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|
Month Day Year
Date____|____|____|
Authorized Signature _______________________________________________
Print Name of
Signature |__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|
Address |__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|
City |__|__|__|__|__|__|__|__|State|__|__|Zip Code|__|__|__|
Tax ID Number |__|__|__|__|__|__|__|NASD Number |__|__|__|__|__|__|__|
The above agreement should be executed in duplicate and both copies returned to
us for signature. We will return a fully executed copy to you for your files.
Please return the completed agreement to:
Nuveen Investments, LLC, 000 Xxxx Xxxxxx Xxxxx, Xxxxxxx, Xxxxxxxx 00000-0000
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