Transfer Agency and Service Agreement
Among
Each of the Nuveen Open-End Investment Companies
Listed on Exhibit A Hereto
and
State Street Bank and Trust Company
TABLE OF CONTENTS
Page
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1. Appointment of Agent 1
2. Standard Services 2
3. Third Party Administrators for Defined Contribution Plans 4
4. Fees and Expenses 5
5. Representations and Warranties of the Transfer Agent 6
6. Representations and Warranties of Fund 7
7. Data Access and Proprietary Information 7
8. Indemnification 9
9. Consequential Damages 11
10. Responsibility of the Transfer Agent 11
11. Confidentiality 12
12. Covenants of the Fund and the Transfer Agent 12
13. Termination of Agreement 13
14. Assignment and Third Party Beneficiaries 14
15. Subcontractors 15
16. Miscellaneous 15
17. Limitation of Liability 17
TRANSFER AGENCY AND SERVICE AGREEMENT
AGREEMENT made as of the 7/th/ day of October, 2002, by and among each of the
Nuveen open-end investment companies listed on Exhibit A hereto, which may be
amended from time to time, each being either a Minnesota corporation or a
Massachusetts business trust as indicated on Exhibit A (each a "Fund" or the
"Fund"), and State Street Bank and Trust Company, a Massachusetts trust
company, having a principal office and place of business at 000 Xxxxxxxx
Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000 (the "Transfer Agent").
WHEREAS, the Fund desires to appoint the Transfer Agent as its transfer agent,
dividend disbursing agent, custodian of certain retirement plans and agent in
connection with certain other activities, and the Transfer Agent desires to
accept such appointment.
WHEREAS, the Board of Directors or the Board of Trustees, as the case may be,
of each Fund has approved appointment of the Transfer Agent.
NOW, THEREFORE, in consideration of the mutual covenants herein contained, the
parties hereto agree as follows:
1. Appointment of Agent
1.1 Subject to the terms and conditions set forth in this Agreement, the
Fund, on behalf of the Portfolios, hereby employs and appoints the
Transfer Agent to act as, and the Transfer Agent agrees to act as its
transfer agent for the Fund's authorized and issued shares of its
beneficial interest ("Shares"), dividend disbursing agent, custodian of
certain retirement plans and agent in connection with any accumulation,
open-account or similar plan provided to the shareholders of each of the
respective Portfolios of the Fund ("Shareholders") and set out in the
currently effective prospectus and statement of additional information
("prospectus") of the Fund on behalf of the applicable Portfolio,
including without limitation any periodic investment plan or periodic
withdrawal program. Fund shall provide Transfer Agent with certified
copies of resolutions appointing the Transfer Agent as transfer agent.
1.2 Documents. In connection with the appointing of Transfer Agent as the
transfer agent and registrar for each Fund, the Fund will provide or has
previously provided each of the following documents to the Transfer
Agent:
(a) Copies (in paper, electronic or other agreed upon format) of
Registration Statements and amendments thereto, filed with the
Securities and Exchange Commission for initial public offerings;
(b) Specimens of the Signatures of the officers of the Fund authorized to
sign written instructions and requests.
1.3 Records. Transfer Agent may adopt as part of its records all lists of
holders, records of Fund's shares, books, documents and records which
have been employed by any former agent of Fund for the maintenance of
the ledgers for the Fund's shares, provided such ledger is certified by
an officer of Fund or the prior transfer agent to be true, authentic and
complete.
2. Standard Services.
In accordance with the procedures established from time to time by agreement
between the Fund on behalf of each of the Portfolios, as applicable and the
Transfer Agent, the Transfer Agent agrees that it will perform the following
services:
(a) Receive for acceptance, orders for the purchase of Shares, and
promptly deliver payment and appropriate documentation thereof to the
Custodian of the Fund authorized pursuant to the Declaration of Trust
of the Fund (the "Custodian");
(b) Pursuant to purchase orders, issue and record the appropriate number
of Shares as authorized and hold such Shares in the appropriate
Shareholder account;
(c) Receive for acceptance redemption requests and redemption directions
and deliver the appropriate documentation thereof to the Custodian;
(d) In respect to the transactions in items (a), (b) and (c) above, the
Transfer Agent shall execute transactions directly with
broker-dealers authorized by the Fund;
(e) At the appropriate time as and when it receives monies paid to it by
the Custodian with respect to any redemption, pay over or cause to be
paid over in the appropriate manner such monies as instructed by the
redeeming Shareholders;
(f) Effect transfers of Shares by the registered owners thereof upon
receipt of appropriate documentation;
(g) Prepare and transmit payments for dividends and distributions
declared by the Fund on behalf of the applicable Portfolio;
(h) Issue replacement certificates for those certificates alleged to have
been lost, stolen or destroyed upon receipt by the Transfer Agent of
an open penalty surety bond satisfactory to it and holding it and the
Fund harmless, absent notice to the Fund and the Transfer Agent that
such certificates have been acquired by a bona fide purchaser. The
Transfer Agent, at its option, may issue replacement certificates in
place of mutilated stock certificates upon presentation thereof
without such indemnity. Further, the Transfer Agent may at its sole
option accept indemnification from a Fund to issue replacement
certificates for those certificates alleged to have been lost, stolen
or destroyed in lieu of an open penalty bond.;
(i) Maintain records of account for and advise the Fund and its
Shareholders as to the foregoing; and
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(j) Record the issuance of Shares of the Fund and maintain pursuant to
SEC Rule 17Ad-10(e) a record of the total number of Shares of the
Fund which are authorized, based upon data provided to it by the
Fund, and issued and outstanding. The Transfer Agent shall also
provide the Fund on a regular basis with the total number of Shares
which are authorized and issued and outstanding and shall have no
obligation, when recording the issuance of Shares, to monitor the
issuance of such Shares or to take cognizance of any laws relating to
the issue or sale of such Shares, which functions shall be the sole
responsibility of the Fund.
2.2 Additional Services. In addition to, and neither in lieu nor in
contravention of, the services set forth in the above paragraph, the
Transfer Agent shall perform the following services:
(a) Other Customary Services. Perform the customary services of a
transfer agent, dividend disbursing agent, custodian of certain
retirement plans and, as relevant, agent in connection with
accumulation, open-account or similar plan (including without
limitation any periodic investment plan or periodic withdrawal
program), including but not limited to: maintaining all Shareholder
accounts, preparing Shareholder meeting lists, mailing Shareholder
proxies, Shareholder reports and prospectuses to current
Shareholders, withholding taxes on U.S. resident and non-resident
alien accounts, preparing and filing U.S. Treasury Department Forms
1099 and other appropriate forms required with respect to dividends
and distributions by federal authorities for all Shareholders,
preparing and mailing confirmation forms and statements of account to
Shareholders for all purchases and redemptions of Shares and other
confirmable transactions in Shareholder accounts, preparing and
mailing activity statements for Shareholders, and providing
Shareholder account information;
(b) Control Book (also known as "Super Sheet"). Maintain a daily record
and produce a daily report for the Fund of all transactions and
receipts and disbursements of money and securities and deliver a copy
of such report for the Fund for each business day to the Fund no
later than 9:00 AM Eastern Time, or such earlier time as the Fund may
reasonably require, on the next business day;
(c) "Blue Sky" Reporting. The Fund shall (i) identify to the Transfer
Agent in writing those transactions and assets to be treated as
exempt from blue sky reporting for each State and (ii) verify the
establishment of transactions for each State on the system prior to
activation and thereafter monitor the daily activity for each State.
The responsibility of the Transfer Agent for the Fund's blue sky
State registration status is solely limited to the initial
establishment of transactions subject to blue sky compliance by the
Fund and providing a system which will enable the Fund to monitor the
total number of Shares sold in each State;
(d) National Securities Clearing Corporation (the "NSCC"). (i) accept and
effectuate the registration and maintenance of accounts through
Networking
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and the purchase, redemption, transfer and exchange of shares in such
accounts through Fund/SERV (Networking and Fund/SERV being programs
operated by the NSCC on behalf of NSCC's participants, including the
Fund), in accordance with, instructions transmitted to and received
by the Transfer Agent by transmission from NSCC on behalf of
broker-dealers and banks which have been established by, or in
accordance with the instructions of authorized persons, as
hereinafter defined on the dealer file maintained by the Transfer
Agent; (ii) issue instructions to Fund's banks for the settlement of
transactions between the Fund and NSCC (acting on behalf of its
broker-dealer and bank participants); (iii) provide account and
transaction information from the affected Fund's records on DST
Systems, Inc. computer system TA2000 ("TA2000 System") in accordance
with NSCC's Networking and Fund/SERV rules for those broker-dealers;
and (iv) maintain Shareholder accounts on TA2000 System through
Networking;
(e) New Procedures. New procedures as to who shall provide certain of
these services in Section 2 may be established in writing from time
to time by agreement between the Fund and the Transfer Agent. The
Transfer Agent may at times perform only a portion of these services
and the Fund or its agent may perform these services on the Fund's
behalf; and
(f) Additional Telephone Support Services. If the parties elect to have
the Transfer Agent provide additional telephone support services
under this Agreement, the parties will agree to such services, fees
and sub-contracting as stated in Schedule 2.2(f) entitled "Telephone
Support Services" attached hereto.
3. Third Party Administrators for Defined Contribution Plans
3.1 The Fund may decide to make available to certain of its customers, a
qualified plan program (the "Program") pursuant to which the customers
("Employers") may adopt certain plans of deferred compensation ("Plan or
Plans") for the benefit of the individual Plan participant (the "Plan
Participant"), such Plan(s) being qualified under Section 401(a) of the
Internal Revenue Code of 1986, as amended ("Code") and administered by
third party administrators which may be plan administrators as defined
in the Employee Retirement Income Security Act of 1974, as amended (the
"TPA(s)").
3.2 In accordance with procedures that may be established from time to time
by mutual agreement of the parties and set forth on a Schedule 3.1
hereto entitled "Third Party Administrator Procedures", which may be
amended by the Transfer Agent and the Fund thereafter from time to time
("Schedule 3.1"), the Transfer Agent shall:
(a) Treat Shareholder accounts established by the Plans in the name of
the Trustees, Plans or TPAs as the case may be as omnibus accounts;
(b) Maintain omnibus accounts on its records in the name of the TPA or
its designee as the Trustee for the benefit of the Plan; and
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(c) Perform all services under Section 2 as transfer agent of the Funds
and not as a record-keeper for the Plans.
3.3 Transactions identified under Section 3 of this Agreement shall be
deemed exception services ("Exception Services") when such transactions:
(a) Require the Transfer Agent to use methods and procedures other than
those usually employed by the Transfer Agent to perform services
under Section 2 of this Agreement;
(b) Involve the provision of information to the Transfer Agent after the
commencement of the nightly processing cycle of the TA2000 System; or
(c) Require more manual intervention by the Transfer Agent, either in the
entry of data or in the modification or amendment of reports
generated by the TA2000 System than is usually required by
non-retirement plan and pre- nightly transactions.
4. Fees and Expenses
4.1 Fee Schedule. For the performance by the Transfer Agent pursuant to this
Agreement, the Fund agrees to pay the Transfer Agent an annual
maintenance fee for each Shareholder account as set forth in the
attached fee schedule ("Schedule 4.1"). Such fees and out-of-pocket
expenses and advances identified under Section 4.2 below may be changed
from time to time subject to mutual written agreement between the Fund
and the Transfer Agent.
4.2 Out-of-Pocket Expenses. In addition to the fee paid under Section 4.1
above, the Fund agrees to reimburse the Transfer Agent for out-of-pocket
expenses, including but not limited to postage, confirmation statements,
investor statements, certificates, audio response, telephone calls,
records retention/storage, customized programming /enhancements, federal
wire fees, transcripts, microfilm, microfiche, disaster recovery,
hardware at the Fund's facility, telecommunications /network
configuration, forms, sales taxes, exchange and broker fees, or advances
incurred by the Transfer Agent for the items set out in Schedule 4.1
attached hereto. Out-of-pocket expenses may include the costs to
Transfer Agent of certain administrative expenses so long as such
expenses are described in reasonable detail on the applicable invoice.
In addition, any other expenses incurred by the Transfer Agent at the
request or with the consent of the Fund, will be reimbursed by the Fund.
4.3 Postage. Postage for mailing of dividends, proxies, Fund reports and
other mailings to all shareholder accounts shall be advanced to the
Transfer Agent by the Fund at least seven (7) days prior to the mailing
date of such materials.
4.4 Invoices. The Fund agrees to pay all fees and reimbursable expenses
within thirty (30) days following the receipt of the respective invoice,
except for any fees or expenses that are subject to good faith dispute.
In the event of such a dispute, the
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Fund may only withhold that portion of the fee or expense subject to the
good faith dispute. The Fund shall notify the Transfer Agent in writing
within twenty-one (21) calendar days following the receipt of each
invoice if the Fund is disputing any amounts in good faith. If the Fund
does not provide such notice of dispute within the required time, the
invoice will be deemed accepted by the Fund. The Fund shall settle such
disputed amounts within five (5) days of the day on which the parties
agree on the amount to be paid by payment of the agreed amount. If no
agreement is reached, then such disputed amounts shall be settled as may
be required by law or legal process.
4.5 Cost of Living Adjustment. For each year following the Initial Term,
unless the parties shall otherwise agree and provided that the service
mix and volumes remain consistent as previously provided in the Initial
Term, the total fee for all services shall equal the fee that would be
charged for the same services based on a fee rate (as reflected in a fee
rate schedule) increased by the percentage increase for the twelve-month
period of such previous calendar year of the CPI-W (defined below) or,
in the event that publication of such index is terminated, any successor
or substitute index, appropriately adjusted, acceptable to both parties.
As used herein, "CPI-W" shall mean the Consumer Price Index for Urban
Wage Earners and Clerical Workers (Area: Boston-Brockton-Nashua,
MA-NH-ME-CT; Base Period: 1982-84=100), as published by the United
States Department of Labor, Bureau of Labor Statistics.
4.6 Late Payments. If any undisputed amount in an invoice of the Transfer
Agent (for fees or reimbursable expenses) is not paid when due, Fund
shall pay the Transfer Agent interest thereon (from the due date to the
date of payment) at a per annum rate equal to one percent (1.0%) plus
the Prime Rate (that is, the base rate on corporate loans posted by
large domestic banks) published by The Wall Street Journal (or, in the
event such rate is not so published, a reasonably equivalent published
rate selected by Fund) on the first day of publication during the month
when such amount was due. Notwithstanding any other provision hereof,
such interest rate shall be no greater than permitted under applicable
provisions of Massachusetts law.
4.7 Bank Accounts. The Fund acknowledges that the bank demand deposit
accounts ("DDAs") maintained by the Transfer Agent in connection with
the Services will be in its name and that the Transfer Agent may receive
investment earnings in connection with the investment of funds, at the
Transfer Agent's risk and for its benefit, held in those accounts from
time to time.
5. Representations and Warranties of the Transfer Agent
The Transfer Agent represents and warrants to Fund that:
5.1 It is a trust company duly organized and existing and in good standing
under the laws of The Commonwealth of Massachusetts.
5.2 It is duly qualified to carry on its business in The Commonwealth of
Massachusetts.
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5.3 It is empowered under applicable laws and by its Charter and By-Laws to
enter into and perform this Agreement.
5.4 All requisite corporate proceedings have been taken to authorize it to
enter into and perform this Agreement.
5.5 It has and will continue to have access to the necessary facilities,
equipment and personnel to perform its duties and obligations under this
Agreement.
6. Representations and Warranties of Fund
Each Fund represents and warrants to the Transfer Agent that:
6.1 It is a business trust or corporation (as indicated on Exhibit A) duly
organized and existing and in good standing under the laws of its state
of organization.
6.2 It is empowered under applicable laws and by its organizational
documents to enter into and perform this Agreement.
6.3 All corporate proceedings required by said organizational documents have
been taken to authorize it to enter into and perform this Agreement.
6.4 It is an open-end management investment company registered under the
Investment Company Act of 1940, as amended.
6.5 A registration statement under the Securities Act of 1933, as amended is
currently effective and will remain effective, and appropriate state
securities law filings have been made and will continue to be made, with
respect to all Shares of the Fund being offered for sale.
7. Data Access and Proprietary Information
7.1 The Fund acknowledges that the databases, computer programs, screen
formats, report formats, interactive design techniques, and
documentation manuals furnished to the Fund by the Transfer Agent as
part of the Fund's ability to access certain Fund-related data ("Fund
Data") maintained by the Transfer Agent on databases under the control
and ownership of the Transfer Agent or other third party ("Data Access
Services") constitute copyrighted, trade secret, or other proprietary
information (collectively, "Proprietary Information") of substantial
value to the Transfer Agent or other third party. In no event shall
Proprietary Information be deemed Fund Data. The Fund agrees to treat
all Proprietary Information as proprietary to the Transfer Agent and
further agrees that it shall not divulge any Proprietary Information to
any person or organization except as may be provided hereunder. Without
limiting the foregoing, the Fund agrees for itself and its employees and
agents to:
(a) Use such programs and databases (i) solely on computers of the Fund
or its management company, or (ii) solely from equipment at the
location agreed to
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between the Fund and the Transfer Agent and (iii) solely in
accordance with the Transfer Agent's applicable user documentation;
(b) Refrain from copying or duplicating in any way (other than in the
normal course of performing processing on the computers of the Fund
or its management company), the Proprietary Information;
(c) Refrain from obtaining unauthorized access to any portion of the
Proprietary Information, and if such access is inadvertently
obtained, to inform in a timely manner of such fact and dispose of
such information in accordance with the Transfer Agent's instructions;
(d) Refrain from causing or allowing information transmitted from the
Transfer Agent's computer to computers of the Fund or its management
company to be retransmitted to any other computer terminal or other
device except as expressly permitted by the Transfer Agent (such
permission not to be unreasonably withheld);
(e) Allow the Fund to have access only to those authorized transactions
as agreed to between the Fund and the Transfer Agent; and
(f) Honor all reasonable written requests made by the Transfer Agent to
protect at the Transfer Agent's expense the rights of the Transfer
Agent in Proprietary Information at common law, under federal
copyright law and under other federal or state law.
7.2 Proprietary Information shall not include all or any portion of any of
the foregoing items that: (i) are or become publicly available without
breach of this Agreement; (ii) are released for general disclosure by a
written release by the Transfer Agent; or (iii) are already in the
possession of the receiving party at the time of receipt without
obligation of confidentiality or breach of this Agreement.
7.3 The Fund acknowledges that its obligation to protect the Transfer
Agent's Proprietary Information is essential to the business interest of
the Transfer Agent and that the disclosure of such Proprietary
Information in breach of this Agreement would cause the Transfer Agent
immediate, substantial and irreparable harm, the value of which would be
extremely difficult to determine. Accordingly, the parties agree that,
in addition to any other remedies that may be available in law, equity,
or otherwise for the disclosure or use of the Proprietary Information in
breach of this Agreement, the Transfer Agent shall be entitled to seek
and obtain a temporary restraining order, injunctive relief, or other
equitable relief against the continuance of such breach.
7.4 If the Fund notifies the Transfer Agent that any of the Data Access
Services do not operate in material compliance with the most recently
issued user documentation for such services, the Transfer Agent shall
use its best efforts to correct such failure in a timely manner.
Organizations from which the Transfer Agent may obtain certain data
included in the Data Access Services are solely responsible for the
contents of such data and the Fund agrees to make no claim against the
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Transfer Agent arising out of the contents of such third-party data,
including, but not limited to, the accuracy thereof. DATA ACCESS
SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN
CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. THE
TRANSFER AGENT EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY
STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
7.5 If the transactions available to the Fund include the ability to
originate electronic instructions to the Transfer Agent in order to
(i) effect the transfer or movement of cash or Shares or (ii) transmit
Shareholder information or other information, then in such event the
Transfer Agent shall be entitled to rely on the validity and
authenticity of such instruction without undertaking any further inquiry
as long as such instruction is undertaken in conformity with security
procedures established by the Transfer Agent from time to time.
7.6 Each party shall take reasonable efforts to advise its employees of
their obligations pursuant to this Section 7. The obligations of this
Section shall survive any termination of this Agreement.
8. Indemnification.
8.1 The Transfer Agent shall not be responsible for, and the Fund shall
indemnify and hold the Transfer Agent harmless from and against, any and
all losses, claims, damages, costs, charges, counsel fees and expenses,
payments, expenses and liability arising out of or attributable to:
(a) All actions of the Transfer Agent or its agents or subcontractors
required to be taken pursuant to this Agreement, provided such
actions are taken in good faith and without negligence or willful
misconduct;
(b) The Fund's lack of good faith, negligence or willful misconduct or
the breach of any representation or warranty of the Fund hereunder;
(c) The reasonable reliance or use by the Transfer Agent or its agents or
subcontractors of information, records and documents, data, share
certificates or services which are received by the Transfer Agent or
its agents or subcontractors by machine readable input, facsimile,
CRT data entry, electronic instructions or other similar means
authorized by the Fund, and which have been prepared, maintained or
performed by the Fund or any other person or firm on behalf of the
Fund including but not limited to any broker-dealer, TPA or previous
transfer agent;
(d) The reasonable reliance or use by the Transfer Agent or its agents or
subcontractors of any paper or document reasonably believed to be
genuine and to have been signed by the proper person or persons
including Shareholders or electronic instruction from Shareholders
submitted through electronic means pursuant to the security
procedures for such electronic communication established by the
Transfer Agent;
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(e) The reasonable reliance on, or the carrying out by the Transfer Agent
or its agents or subcontractors of any instructions or requests of
the Fund's representatives;
(f) The offer or sale of Shares in violation of any federal or state
securities laws requiring that such Shares be registered or in
violation of any stop order or other determination or ruling by any
federal or state agency with respect to the offer or sale of such
Shares;
(g) The negotiations and processing of any checks, including without
limitation for deposit into the Fund's DDA maintained by the Transfer
Agent in accordance with the procedures mutually agreed upon by the
parties;
(h) Any actions taken or omitted to be taken by any former agent of Fund
and arising from Transfer Agent's reliance on the certified list of
holders; and
8.2 Instructions. At any time the Transfer Agent may apply to any officer of
the Fund for instruction, and may consult with legal counsel for the
Transfer Agent or the Fund with respect to any matter arising in
connection with the services to be performed by the Transfer Agent under
this Agreement, and Transfer Agent and its agents and subcontractors
shall not be liable and shall be indemnified by the Fund for any action
taken or omitted by it in reliance upon such instructions or upon the
advice or opinion of such counsel. The Transfer Agent, its agents and
subcontractors shall be protected and indemnified in acting upon any
paper or document reasonably believed to be genuine and to have been
signed by the proper person or persons, or upon any instruction,
information, data, records or documents provided the Transfer Agent or
its agents or subcontractors by telephone, in person, machine readable
input, telex, CRT data entry or similar means authorized by the Fund,
and shall not be held to have notice of any change of authority of any
person, until receipt of written notice thereof from the Fund. The
Transfer Agent, its agents and subcontractors shall also be protected
and indemnified in recognizing stock certificates which are reasonably
believed to bear the proper manual or facsimile signatures of officers
of the Fund, and the proper countersignature of any former transfer
agent or former registrar, or of a co-transfer agent or co-registrar.
8.3. Standard of Care. The Transfer Agent shall at all times act in good
faith and agrees to use its best efforts within reasonable limits to
ensure the accuracy of all services performed under this Agreement, but
assumes no responsibility and shall not be liable for loss or damage due
to errors, including encoding and payment processing errors, unless said
errors are caused by its negligence, bad faith, or willful misconduct or
that of its employees or agents.
8.4. Notice. In order that the indemnification provisions contained in this
Section shall apply, upon the assertion of a claim for which the Fund
may be required to indemnify the Transfer Agent, the Transfer Agent
seeking indemnification shall promptly notify the Fund of such
assertion, and shall keep the Fund advised with
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respect to all developments concerning such claim. The Fund shall have
the option to participate with the Transfer Agent in the defense of such
claim or to defend against said claim in its own name or the name of the
Transfer Agent. The Transfer Agent shall in no case confess any claim or
make any compromise in any case in which the Fund may be required to
indemnify it except with the Fund's prior written consent.
9. Consequential Damages.
NO PARTY SHALL BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL OR
CONSEQUENTIAL DAMAGES OF ANY NATURE WHATSOEVER, INCLUDING, BUT NOT LIMITED
TO, LOSS OF ANTICIPATED PROFITS, OCCASIONED BY A BREACH OF ANY PROVISION OF
THIS AGREEMENT EVEN IF APPRISED OF THE POSSIBILITY OF SUCH DAMAGES.
10. Responsibilities of the Transfer Agent.
The Transfer Agent undertakes the duties and obligations imposed by this
Agreement upon the following terms and conditions, by all of which the Fund,
by its acceptance hereof, shall be bound:
10.1 Whenever in the performance of its duties hereunder the Transfer Agent
shall deem it necessary or desirable that any fact or matter be proved
or established prior to taking or suffering any action hereunder, such
fact or matter may be deemed to be conclusively proved and established
by a certificate signed by an officer of the Fund and delivered to the
Transfer Agent. Such certificate shall be full authorization to the
recipient for any action taken or suffered in good faith by it under the
provisions of this Agreement in reliance upon such certificate.
10.2 The Fund agrees that it will perform, execute, acknowledge and deliver
or cause to be performed, executed, acknowledged and delivered all such
further and other acts, instruments and assurances as may reasonably be
required by the Transfer Agent for the carrying out, or performing by
the Transfer Agent of the provisions of this Agreement.
10.3 Transfer Agent, any of its affiliates or subsidiaries, and any
stockholder, director, officer or employee of the Transfer Agent may
buy, sell or deal in the securities of the Fund or become pecuniarily
interested in any transaction in which the Fund may be interested, or
contract with or lend money to the Fund or otherwise act as fully and
freely as though it were not appointed as agent under this Agreement.
Nothing herein shall preclude the Transfer Agent from acting in any
other capacity for the Fund or for any other legal entity.
10.4 No provision of this Agreement shall require the Transfer Agent to
expend or risk its own funds or otherwise incur any financial liability
in the performance of any of its duties hereunder or in the exercise of
its rights if it shall believe in good faith that repayment of such
funds or adequate indemnification against such risk or liability is not
reasonably assured to it.
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11. Confidentiality
11.1 The Transfer Agent and the Fund agree that they will not, at any time
during the term of this Agreement or after its termination, reveal,
divulge, or make known to any person, firm, corporation or other
business organization, any Fund's customer lists, trade secrets, cost
figures and projections, profit figures and projections, or any other
secret or confidential information whatsoever, whether of the Transfer
Agent or of the Fund, used or gained by the Transfer Agent or the Fund
during performance under this Agreement. The Fund and the Transfer Agent
further covenant and agree to retain all such knowledge and information
acquired during and after the term of this Agreement respecting such
lists, trade secrets, or any secret or confidential information
whatsoever in trust for the sole benefit of the Transfer Agent or the
Fund and their successors and assigns. In the event of breach of the
foregoing by either party, the remedies provided by Section 7.3 shall be
available to the party whose confidential information is disclosed. The
above prohibition of disclosure shall not apply to the extent that the
Transfer Agent must disclose such data to its sub-contractor or Fund's
agent for purposes of providing services under this Agreement.
11.2 In the event that any requests or demands are made for the inspection of
the Shareholder records of the Fund, other than request for records of
Shareholders pursuant to standard subpoenas from state or federal
government authorities (i.e., divorce and criminal actions), the
Transfer Agent will endeavor to notify the Fund and to secure
instructions from an authorized officer of the Fund as to such
inspection. The Transfer Agent expressly reserves the right, however, to
exhibit the Shareholder records to any person whenever it is advised by
counsel that it may be held liable for the failure to exhibit the
Shareholder records to such person or if required by law or court order.
12. Covenants of the Fund and the Transfer Agent
12.1 Documentation. The Fund shall promptly furnish to the Transfer Agent the
following:
(a) A certified copy of the resolution of the Board of Trustees or the
Board of Directors of the Fund authorizing the appointment of the
Transfer Agent and the execution and delivery of this Agreement; and
(b) A copy (in paper, electronic or other agreed upon format)of the
organizational documents of the Fund and all amendments thereto.
12.2 Facilities. The Transfer Agent hereby agrees to establish and maintain
facilities and procedures reasonably acceptable to the Fund for
safekeeping of stock certificates, check forms and facsimile signature
imprinting devices, if any; and for the preparation or use, and for
keeping account of, such certificates, forms and devices.
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12.3 Records. The Transfer Agent shall keep records relating to the services
to be performed hereunder, in the form and manner as it may deem
advisable. The Transfer Agent agrees that all such records prepared or
maintained by it relating to the services performed hereunder are the
property of the Fund and will be preserved, maintained and made
available in accordance with the requirements of law, and will be
surrendered promptly to the Fund on and in accordance with its request.
12.4 Non-Solicitation of Transfer Agent Employees. Fund shall not attempt to
hire or assist with the hiring of an employee of the Transfer Agent or
of its affiliated companies or encourage any employee to terminate their
relationship with the Transfer Agent or its affiliated companies.
13. Termination of Agreement
13.1 Term. The initial term of this Agreement (the "Initial Term") shall be
three (3) years from the date first stated above unless terminated
pursuant to the provisions of this Section 13. Unless a terminating
party gives written notice to the other party one hundred and twenty
(120) days before the expiration of the Initial Term or any Renewal
Term, this Agreement will renew automatically from year to year (each
such year-to-year renewal term a "Renewal Term"). One hundred and twenty
(120) days before the expiration of the Initial Term or a Renewal Term
the parties to this Agreement will agree upon a Fee Schedule for the
upcoming Renewal Term. Otherwise, the fees shall be increased pursuant
to Section 4.5 of this Agreement.
13.2 Early Termination. Notwithstanding anything contained in this Agreement
to the contrary, should the Fund desire to move any of its services
provided by the Transfer Agent hereunder to a successor service provider
prior to the expiration of the then current Initial or Renewal Term, or
without the required notice, the Transfer Agent shall make a good faith
effort to facilitate the conversion on such prior date; however, there
can be no guarantee or assurance that the Transfer Agent will be able to
facilitate a conversion of services on such prior date. In connection
with the foregoing, should this Agreement be terminated by the Fund for
any reason other than a material breach of the Agreement by the Transfer
Agent and the services be converted to a successor service provider, or
if the Fund is liquidated or its assets merged or purchased or the like
with or by another entity which does not utilize the services of the
Transfer Agent, the fees payable to the Transfer Agent shall be
calculated as if the services had been performed by the Transfer Agent
until the expiration of the then current Initial or Renewal Term and
calculated at the asset and/or Shareholder account levels, as the case
may be, on the date notice of termination was given to the Transfer
Agent. In addition to the forgoing, in the event that the Fund
terminates this Agreement during the Initial Term, other than due to a
material breach of the Agreement by the Transfer Agent, then the Fund
will reimburse the Transfer Agent in an amount equal to the cost of
conversion and implementation, which will be subject to a pro rata
reduction over the Initial Term. The payment of all fees to the Transfer
Agent as set forth herein shall be accelerated to the business day
immediately prior to the
13
conversion or termination of services or such later date or dates as may
be mutually agreed by the parties.
13.3 Expiration of Term. During the Initial Term or Renewal Term, whichever
currently is in effect, should either party exercise its right to
terminate, all out-of-pocket expenses or costs associated with the
movement of records and material will be borne by the Fund.
Additionally, the Transfer Agent reserves the right to charge for any
other reasonable expenses associated with such termination.
13.4 Confidential Information. Upon termination of this Agreement, each party
shall return to the other party all copies of confidential or
proprietary materials or information received from such other party
hereunder, other than materials or information required to be retained
by such party under applicable laws or regulations.
13.5 Unpaid Invoices. The Transfer Agent may terminate this Agreement
immediately upon an unpaid invoice payable by the Fund to the Transfer
Agent being outstanding for more than ninety (90) days, except with
respect to any amount subject to a good faith dispute within the meaning
of Section 4.4 of this Agreement.
13.6 Bankruptcy. Either party hereto may terminate this Agreement by notice
to the other party, effective at any time specified therein, in the
event that (a) the other party ceases to carry on its business or (b) an
action is commenced by or against the other party under Title 11 of the
United States Code or a receiver, conservator or similar officer is
appointed for the other party and such suit, conservatorship or
receivership is not discharged within sixty (60) days.
14. Assignment and Third Party Beneficiaries
14.1 Except as provided in Section 15.1 below, neither this Agreement nor any
rights or obligations hereunder may be assigned by either party without
the written consent of the other party. Any attempt to do so in
violation of this Section shall be void. Unless specifically stated to
the contrary in any written consent to an assignment, no assignment will
release or discharge the assignor from any duty or responsibility under
this Agreement.
14.2 Except as explicitly stated elsewhere in this Agreement, nothing under
this Agreement shall be construed to give any rights or benefits in this
Agreement to anyone other than the Transfer Agent and the Fund, and the
duties and responsibilities undertaken pursuant to this Agreement shall
be for the sole and exclusive benefit of the Transfer Agent and the
Fund. This Agreement shall inure to the benefit of and be binding upon
the parties and their respective permitted successors and assigns.
14.3 This Agreement does not constitute an agreement for a partnership or
joint venture between the Transfer Agent and the Fund. Other than as
provided in Section 15.1, neither party shall make any commitments with
third parties that are binding on the other party without the other
party's prior written consent.
14
15. Subcontractors
15.1 The Transfer Agent may, without further consent on the part of the Fund,
subcontract for the performance hereof with (i) Boston Financial Data
Services, Inc., a Massachusetts corporation ("Boston Financial") which
is duly registered as a transfer agent pursuant to Section 17A(c)(2) of
the Securities Exchange Act of 1934, as amended, (ii) a Boston Financial
subsidiary duly registered as a transfer agent or (iii) a Boston
Financial affiliate duly registered as a transfer agent; provided
however, that the Transfer Agent shall be as fully responsible to the
Fund for the acts and omissions of such subcontractor as it is for its
own acts and omissions.
15.2 Nothing herein shall impose any duty upon the Transfer Agent in
connection with or make the Transfer Agent liable for the actions or
omissions to act of unaffiliated third parties such as by way of example
and not limitation, Airborne Services, Federal Express, United Parcel
Service, the U.S. Mails, the NSCC and telecommunication companies,
provided, if the Transfer Agent selected such company, the Transfer
Agent shall have exercised due care in selecting the same.
16. Miscellaneous
16.1 Amendment. This Agreement may be amended or modified by a written
amendment executed by the parties hereto and, to the extent required,
authorized or approved by a resolution of the Board of Directors of the
Fund.
16.2 Massachusetts Law to Apply. This Agreement shall be construed and the
provisions thereof interpreted under and in accordance with the laws of
The Commonwealth of Massachusetts.
16.3 Force Majeure. Notwithstanding anything to the contrary contained
herein, neither party shall be liable for any delays or failures in
performance resulting from acts beyond its reasonable control including,
without limitation, acts of God, acts of war or terrorism, shortage of
supply, breakdowns or malfunctions, interruptions or malfunction of
computer facilities, or loss of data due to power failures or mechanical
difficulties with information storage or retrieval systems, labor
difficulties or civil unrest. Notwithstanding the foregoing, in the
event of such an occurrence, each party agrees to make a good faith
effort to perform its obligations hereunder.
16.4 Survival. All provisions regarding indemnification, warranty, liability,
and limits thereon, and confidentiality and/or protections of
proprietary rights and trade secrets shall survive the termination of
this Agreement.
16.5 Severability. If any term, provision, covenant or restriction of this
Agreement is held by a court of competent jurisdiction or other
authority to be invalid, void or unenforceable, the remainder of the
terms, provision, covenants and restrictions of this Agreement shall
remain in full force and effect and shall in no way be affected,
impaired or invalidated.
15
16.6 Successors. All the covenants and provisions of this agreement by or for
the benefit of the Fund or the Transfer Agent shall bind and inure to
the benefit of their respective successors and assigns hereunder.
16.7 Priorities Clause. In the event of any conflict, discrepancy or
ambiguity between the terms and conditions contained in this Agreement
and any Schedules or attachments hereto, the terms and conditions
contained in this Agreement shall take precedence.
16.8 Waiver. No waiver by either party or any breach or default of any of the
covenants or conditions herein contained and performed by the other
party shall be construed as a waiver of any succeeding breach of the
same or of any other covenant or condition.
16.9 Merger of Agreement. This Agreement constitutes the entire agreement
between the parties hereto and supersedes any prior agreement with
respect to the subject matter hereof whether oral or written.
16.10 Counterparts. This Agreement may be executed by the parties hereto on
any number of counterparts, and all of said counterparts taken together
shall be deemed to constitute one and the same instrument.
16.11 Reproduction of Documents. This Agreement and all schedules, exhibits,
attachments and amendments hereto may be reproduced by any photographic,
photostatic, microfilm, micro-card, miniature photographic or other
similar process. The parties hereto each agree that any such
reproduction shall be admissible in evidence as the original itself in
any judicial or administrative proceeding, whether or not the original
is in existence and whether or not such reproduction was made by a party
in the regular course of business, and that any enlargement, facsimile
or further reproduction shall likewise be admissible in evidence.
16.12 Notices. Any notice or communication by the Transfer Agent or the Fund
to the other is duly given if in writing and delivered in person or
mailed by first class mail, postage prepaid, telex, telecopier or
overnight air courier guaranteeing next day delivery, to the other's
address:
(a) If to the Transfer Agent, to:
State Street Bank and Trust Company
c/o Boston Financial Data Services, Inc.
0 Xxxxxxxx Xxxxx, 0/xx/ Xxxxx
Xxxxx Xxxxxx, Xxxxxxxxxxxxx 00000
Attention: Legal Department
Facsimile: (000) 000-0000
16
(b) If to the Fund, to:
Nuveen Funds
c/o Nuveen Investments
000 X. Xxxxxx Xxxxx
Xxxxx 0000
Xxxxxxx, XX 00000
Attn: General Counsel
Facsimile: (000) 000-0000
The Transfer Agent and the Fund may, by notice to the other, designate
additional or different addresses for subsequent notices or communications.
Section 17. Limitation of Liability
For each Fund that is a business trust, the Fund's Declaration of Trust is
on file with the Secretary of The Commonwealth of Massachusetts. This Agreement
is executed on behalf of each such Fund by the Fund's officers as officers and
not individually. The obligations imposed upon each such 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.
17
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed in their names and on their behalf by and through their duly
authorized officers, as of the day and year first above written.
FUND
BY: /s/ Xxxx X. Xxxxx
------------------------------
as an Authorized Officer on
behalf of each of theFunds
indicated on Exhibit A
ATTEST:
--------------------------
STATE STREET BANK AND TRUST
COMPANY
BY: /s/ Xxxxxx X. Xxxxxx
------------------------------
ATTEST:
--------------------------
18
SCHEDULE A
NUVEEN OPEN-END FUNDS*
Schedule A
Nuveen Open-End Funds
Dated as of: March 23, 2006
NWQ Multi-Cap Value Fund*
NWQ International Value Fund*
Xxxxxxxxxxx Growth Fund*
NWQ Small-Cap Value Fund*
NWQ Value Opportunities Fund*
NWQ Global Value Fund*
NWQ Global All-Cap Fund*
Santa Xxxxxxx Growth Fund*
Santa Xxxxxxx Growth Opportunities Fund*
Balanced Municipal and Stock Fund*
Balanced Stock and Bond Fund*
Large-Cap Value Fund*
Santa Xxxxxxx Dividend Growth Fund*
All American Municipal Bond Fund*
High Yield Municipal Bond Fund*
Insured Municipal Bond Fund *
Intermediate Duration Municipal Bond Fund*
Limited Term Municipal Bond Fund*
Core Bond Fund*
High Yield Bond Fund*
Short Duration Bond Fund*
Arizona Municipal Bond Fund*
California Municipal Bond Fund*
California Insured Municipal Bond Fund*
California High Yield Municipal Bond Fund*
Colorado Municipal Bond Fund*
Connecticut Municipal Bond Fund*
Florida Municipal Bond Fund*
Georgia Municipal Bond Fund*
Kansas Municipal Bond Fund*
Kentucky Municipal Bond Fund*
Louisiana Municipal Bond Fund*
Maryland Municipal Bond Fund*
Massachusetts Municipal Bond Fund*
Massachusetts Insured Municipal Bond Fund*
Michigan Municipal Bond Fund*
Missouri Municipal Bond Fund*
New Jersey Municipal Bond Fund*
New Mexico Municipal Bond Fund*
New York Municipal Bond Fund *
New York Insured Municipal Bond Fund *
Schedule A
Nuveen Open-End Funds
Dated as of: March 23, 2006
(continued)
North Carolina Municipal Bond Fund*
Ohio Municipal Bond Fund*
Pennsylvania Municipal Bond Fund*
Tennessee Municipal Bond Fund*
Virginia Municipal Bond Fund*
Wisconsin Municipal Bond Fund*
--------
* Massachusetts Business Trust
FUND STATE STREET BANK AND TRUST COMPANY
BY: /s/ Xxxx X. Xxxxx BY: /s/ Xxxxxx X. Xxxxxx
---------------------------------- ---------------------------------
As an Authorized Officer on Xxxxxx X. Xxxxxx
behalf of each of the Funds Executive Vice President
indicated on Schedule A
