(L)
NUVEEN INVESTMENT TRUST III
Subscription Agreement
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This Agreement made this 26th day of August, 1998 by and between Nuveen
Investment Trust III, a Massachusetts business trust (the "Trust"), and Nuveen
Institutional 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 diversified 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, 5,000 common shares (1,250 shares of each of
the four classes of shares designated in the Trust's Establishment and
Designation of Classes), for a purchase price of $20.00 per share;
NOW THEREFORE, IT IS AGREED:
1. The Subscriber subscribes for and agrees to purchase from the Trust
5,000 common shares (1,250 shares of each of the four classes of shares
designated in the Trust's Establishment and Designation of Classes), for a
purchase price of $20.00 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 1933 ("Securities Act");
(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;
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(d) That when issued, the shares will be "restricted securities" as defined
in paragraph (a)(3) of Rule 144 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 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
1933 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 INVESTMENT TRUST III
By: /s/ Xxxxxxx X. Xxxxxxxxx
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Vice President
NUVEEN INSTITUTIONAL ADVISORY CORP.
By: /s/ Xxxx X. Berkshire
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Vice President
