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NUVEEN EXCHANGE-TRADED INDEX TRUST
Subscription Agreement
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This Agreement made this _________, 2001 by and between Nuveen Exchange-Traded
Index Trust, a Massachusetts business trust (the "Trust"), and Nuveen Advisory
Corp., a Delaware corporation (the "Subscriber");
WITNESSETH:
WHEREAS, the Trust has been formed for the purposes of carrying on business as
an open-end exchange-traded management investment company; and
WHEREAS, the Subscriber has been selected by the Trust's Board of Trustees to
serve as investment adviser to the Trust; and
WHEREAS, the Subscriber wishes to subscribe for and purchase, and the Trust
wishes to sell to the Subscriber, 500 common shares of each of the Nuveen 1 Year
FITRs PowerShares Index Fund, the Nuveen 2 Year FITRs PowerShares Index Fund,
the Nuveen 5 Year FITRs PowerShares Index Fund and the Nuveen 10 Year FITRs
PowerShares Index Fund for a purchase price of $200 per share and 1,000 common
shares of the Nuveen America's Fastest Growing Companies Fund for a purchase
price of $100 per share;
NOW THEREFORE, IT IS AGREED:
l. The Subscriber subscribes for and agrees to purchase from the Trust 500
common shares of each of the Nuveen 1 Year FITRs PowerShares Index Fund, the
Nuveen 2 Year FITRs PowerShares Index Fund, the Nuveen 5 Year FITRs PowerShares
Index Fund and the Nuveen 10 Year FITRs PowerShares Index Fund for a purchase
price of $200 per share and 1,000 common shares of the Nuveen America's Fastest
Growing Companies Fund for a purchase price of $100 per share. Subscriber
agrees to make payment for these shares at such time as demand for payment may
be made by an officer of the Trust.
2. The Trust agrees to issue and sell said shares to Subscriber promptly upon
its receipt of the purchase price.
3. To induce the Trust to accept its subscription and issue the shares
subscribed for, the Subscriber represents that it is informed as follows:
(a) That the shares being subscribed for have not been and will not be
registered under the Securities Act of l933 ("Securities Act");
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(b) That the shares will be sold by the Trust in reliance on an exemption
from the registration requirements of the Securities Act;
(c) That the Trust's reliance upon an exemption from the registration
requirements of the Securities Act is predicated in part on the
representations and agreements contained in this Subscription Agreement;
(d) That when issued, the shares will be "restricted securities" as
defined in paragraph (a)(3) of Rule l44 of the General Rules and Regulations
under the Securities Act ("Rule 144") and cannot be sold or transferred by
Subscriber unless they are subsequently registered under the Securities Act or
unless an exemption from such registration is available;
(e) That there do not appear to presently be any exemptions from the
registration provisions of the Securities Act available to the Subscriber for
resale of the shares. In the future, certain exemptions may possibly become
available, including an exemption for limited sales including an exemption for
limited sales in accordance with the conditions of Rule 144.
The Subscriber understands that a primary purpose of the information
acknowledged in subparagraphs (a) through (e) above is to put it on notice as to
restrictions on the transferability of the shares.
4. To further induce the Trust to accept its subscription and issue the
shares subscribed for, the Subscriber:
(a) Represents and warrants that the shares subscribed for are being and
will be acquired for investment for its own account and not on behalf of any
other person or persons and not with a view to, or for sale in connection
with, any public distribution thereof; and
(b) Agrees that any certificates representing the shares subscribed for
may bear a legend substantially in the following form:
The shares represented by this certificate have been acquired for
investment and have not been registered under the Securities Act of l933
or any other federal or state securities law. These shares may not be
offered for sale, sold or otherwise transferred unless registered under
said securities laws or unless some exemption from registration is
available.
5. This Subscription Agreement and all of its provisions shall be binding
upon the legal representatives, heirs, successors and assigns of the parties
hereto.
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6. The Trust's Declaration of Trust is on file with the Secretary of the
Commonwealth of Massachusetts. This Agreement is executed on behalf of the
Trust by the Trust's officers as officers and not individually and the
obligations imposed upon the Trust by this Agreement are not binding upon any of
the Trust's Trustees, officers or shareholders individually but are binding only
upon the assets and property of the Trust.
IN WITNESS WHEREOF, this Subscription Agreement has been executed by the
parties hereto as of the day and date first above written.
NUVEEN EXCHANGE-TRADED INDEX TRUST
By:____________________________
NUVEEN ADVISORY CORP.
By:____________________________
