NUVEEN BROKER-DEALER AGREEMENT
BASIC TERMS FOR ACTING AS A BROKER-DEALER
Relating to
TAXABLE AUCTIONED PREFERRED SHARES
January _____, 2002
TABLE OF CONTENTS
PAGE
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 of Auction Results.....................................................................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......................................................................................10
3.1 Duties and Responsibilities...................................................................10
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 Communications................................................................................11
4.4 Entire Agreement..............................................................................12
4.5 Benefits......................................................................................12
4.6 Amendment; Waiver.............................................................................12
4.7 Successors and Assigns........................................................................12
4.8 Severability..................................................................................12
4.9 Execution in Counterparts.....................................................................13
4.10 Governing Law.................................................................................13
4.11 Declaration of Trust..........................................................................13
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 Broker-Dealer Request and Acceptance Letter
ii
These basic terms ("Basic Terms") set forth the general terms and
conditions pursuant to which a broker-dealer identified in a Requested
Acceptance Letter (together with its successors and assigns, a "BD") will act as
a broker-dealer for Taxable Auctioned Preferenced 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 Real
Estate Loan Asset Management, Inc. (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 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.
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) "Agreement", with respect to any Fund, shall mean the
Basic Terms, together with the Request and Acceptance
Letter relating to one or more series of TAPS of such
Fund.
(b) "Auction" shall have the meaning specified in Section
2.1 hereof.
(c) "Auction Agent Agreement" shall mean the Auction
Agent Agreement between the Fund and the Auction
Agent dated as of _____________, 2001 relating to the
TAPS.
(d) "Auction Procedures" shall mean the auction
procedures constituting Part II of the Statement.
(e) "Authorized Officer" shall mean each Senior Vice
President, Vice President, Assistant Vice President,
Assistant Treasurer and Assistant Secretary of the
Auction Agent assigned to its Corporate Trust and
Agency Group 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.
(f) "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.
(g) "Broker-Dealer Agreement" shall mean this Agreement
and any substantially similar agreement between the
Auction Agent and a Broker-Dealer.
(h) "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.
(i) "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).
(j) "Request and 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 a Fund.
(k) "Settlement Procedures" shall mean the Settlement
Procedures attached hereto as Exhibit A.
(l) "Statement," shall mean the Statement Establishing
and Fixing the Rights and Preferences of Taxable
Auctioned Preferred Shares.
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:
(a) Words importing the singular number shall include the
plural number and vice versa.
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(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 the
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 the 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
referred to in Section 2.5(a) hereof, if applicable,
the Auction Agent, by such means as the
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Auction Agent deems practicable shall give notice of
such change to the BD 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.
(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 than the number of shares of such series
specified by the Auction Agent in response to BD's
inquiry.
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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
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. - 1:00 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 1:00 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.
6
2.4 Notices of Auction Results.
(a) On each Auction Date for TAPS, the Auction Agent
shall notify BD 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 or Potential
Holder 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 the 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 D to the Auction Agent Agreement, the
Auction Agent shall deliver such notice to BD as
promptly as practicable after its receipt of such
notice from the 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 the Fund delivers to the
Auction Agent a notice of such proposed Special Rate
Period in the form of Exhibit D to the Auction Agent
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 the Fund delivers to the Auction Agent a notice
of such Period in the form of Exhibit E to the
Auction Agent Agreement not later than [11:30 a.m.]
[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 G to the Auction Agent
Agreement, or shall fail to timely deliver either
such notice or a notice in the form of Exhibit H
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to the Auction Agent Agreement, the Auction Agent
shall deliver a notice in the form of Exhibit G to
the Auction Agent Agreement to BD not later than 3:00
p.m. on such Business Day.
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, 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 [28] 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
8
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 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
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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.
(a) The Auction Agent is acting solely as agent for the
Fund hereunder and owes no fiduciary duties to any
other Person, other than the Fund by reason of the
Auction Agency Agreement.
(b) The Auction Agent undertakes to perform such duties
and only such duties as are specifically set forth in
this Agreement, and no implied covenants or
obligations shall be read into this Agreement against
the Auction Agent.
(c) In the absence of bad faith 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 Agreement. The Auction Agent shall
not be liable for any error or 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 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.
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3.3 Auction Agent's Disclaimer. The Auction Agent makes no
representation as to the validity or adequacy of this
Agreement, the Auction Agent 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 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, addressed:
--------------------------------------------------------------
Attention:
---------------------------------------------------
Telecopier No.:
----------------------------------------------
Telephone No.:
-----------------------------------------------
If to the Auction Agent, addressed:
Bankers Trust Company
[100 Plaza One, 4th Floor]
[Jersey City, NJ 07311]
Attention: Auction Rate/Remarketed Securities
Telecopier No.: (000) 000-0000
Telephone No.: (000) 000-0000
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If to the Fund, addressed:
Nuveen Real Estate Income 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 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.
4.4 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.
4.5 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.
4.6 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.
4.7 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.
4.8 Severability. If any clause, provision or section hereof shall
be ruled invalid or unenforceable by any court of competent
jurisdiction, the invalidity or
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unenforceability of such clause, provision or section shall
not affect any of the remaining clauses, provisions or
sections thereof.
4.9 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.
4.10 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.
4.11 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 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: _____________
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ISSUE: ___________________ SERIES: _________
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THE UNDERSIGNED Broker-Dealer SUBMITS THE FOLLOWING ORDERS ON BEHALF OF THE
BIDDER(S) LISTED BELOW:
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ORDERS BY EXISTING HOLDERS- NUMBER OF SHARES OF TAPS ORDERS BY POTENTIAL HOLDERS- NUMBER OF SHARES OF TAPS
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POTENTIAL HOLDER BID/RATE
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EXISTING HOLDER HOLD BID/RATE SELL 1. /
------ ------------------
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1. / 2. /
------ --------- ------------------ --------- ------ ------------------
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2. / 3. /
------ --------- ------------------ --------- ------ ------------------
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3. / 4. /
------ --------- ------------------ --------- ------ ------------------
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4. / 5. /
------ --------- ------------------ --------- ------ ------------------
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5. / 6. /
------ --------- ------------------ --------- ------ ------------------
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6. / 7. /
------ --------- ------------------ --------- ------ ------------------
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7. / 8. /
------ --------- ------------------ --------- ------ ------------------
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8. / 9. /
------ --------- ------------------ --------- ------ ------------------
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9. / 10. /
------ --------- ------------------ --------- ----- ------------------
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10. / 11. /
----- --------- ------------------ --------- ----- ------------------
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12. /
----- ------------------
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NOTES: 13. /
------ ----- ------------------
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14. /
----- ------------------
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1. If one or more Orders covering in the aggregate more than the 15. /
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.
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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.
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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.
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4. Bids may contain no more than three figures to the right of the decimal
point (.001 of 1%).
------------------------------------------------------------------------------------------------------------------------------------
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B-1
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[AUCTION AGENT] AUCTION BID FORM NAME OF Broker-Dealer:
AUTHORIZED
Submit to: SIGNATURE:
TOTAL NUMBER OF ORDERS ON THIS BID FORM: ____________________
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B-2
EXHIBIT C
(To be used only for transfers made
other than pursuant to in Auction)
NUVEEN REAL ESTATE INCOME 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)
NUVEEN REAL ESTATE INCOME 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 Request and Acceptance Letter]
Nuveen Institutional Advisory Corp.
, 2001
[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 Auction Preferred Shares dated
_________, 2001, 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 Real Estate Loan
Asset Management, Inc. 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, Bankers Trust Company 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. You hereby (a)
accept such appointment as a Broker-Dealer for each series of TAPS of each Fund
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:
(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.
E-1
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 Request and 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 Request and 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.
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:
NUVEEN INSTITUTIONAL ADVISORY CORP.
By:__________________________________
Name:
Title:
Accepted by and Agreed to as of the date first written above:
[Broker-Dealer]
By:
Name:
Title:
BANKERS TRUST COMPANY
By:__________________________________
Name:
Title:
E-3
