See All of This Company's Exhibits
EX-99.E.3
5
dex99e3.txt
DEALER DISTRIBUTION, SHAREHOLDER SERVICING AND FEE-BASED PROGRAM AGREEMENT
NUVEEN MUTUAL FUNDS
Dealer Distribution, Shareholder Servicing and Fee-Based Program Agreement
As principal underwriter of shares of the various Nuveen non-money market
open-end mutual funds, and of the shares of any future such funds (collectively,
the "Funds") Nuveen Investments, LLC (the "Distributor") invites you (a) to join
a selling group for the distribution of shares of common stock of the Funds (the
"Shares"), and/or (b) if you offer a Fee-Based Program for financial planning,
investment advisory and/or asset management services or provide such services to
your clients in connection with the establishment of an investment account for
which a comprehensive "wrap fee" charge is imposed ("Fee-Based Program"), to
include select open-end investment companies sponsored by Nuveen Investments in
your Fee-Based Program. In consideration of the mutual covenants and agreements
contained herein and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged by all parties, as exclusive agent
of the Funds, we offer to sell you Shares and you agree to purchase Shares
and/or provide the services described herein on the following terms:
1. In all sales of Shares to the public you shall act as dealer for your
own account or as agent for your customers, and in no transaction shall
you have any authority to act as agent for any Fund, for us or for any
other member of the Selling Group. If acting as agent for your
customers, the customers in question are for all purposes your customers
and not customers of Nuveen Investments. We shall execute transactions
for each of your customers only upon your authorization, it being
understood in all cases that (a) you are acting as agent for the
customer; (b) the transactions are without recourse against you by the
customer; (c) as between you and the customer, the customer will have
full beneficial ownership of the securities; (d) each transaction is
initiated solely upon the order of the customer; and (e) each
transaction is for the account of the customer and not for your account.
2. Orders for purchase of Shares received from you shall be accepted by us
only at the public offering price applicable to each order, as
established by the then current Prospectus of the appropriate Fund,
subject to the discounts provided in such Prospectus. Upon receipt from
you of any order to purchase Shares we shall confirm to you in writing
or by wire to be followed by a confirmation in writing, and, if
applicable, we shall concurrently send to your customer a letter
confirming such order, together with a copy of the appropriate Fund's
current prospectus. Additional instructions may be forwarded to you from
time to time. All orders are subject to acceptance or rejection by us in
our sole discretion.
3. Members of the general public, including you and your customers, may
purchase Shares and you may offer and sell Shares to your customers only
at the public offering price determined in the manner described in the
current Prospectus of the appropriate Fund. Shares will be offered at a
public offering price based upon the net asset value of such Shares
plus, with respect to certain class(es) of Shares, either (1) a sales
charge from which you shall receive a discount equal to a percentage of
the applicable offering price as provided in the Prospectus or, (2) if
applicable, a sales charge which, together with the amount of that sales
charge to be retained by banks or bank-affiliated broker-dealers acting
as agent for their customers, is set forth in the Prospectus. You may
receive a distribution fee and/or a service fee with respect to certain
class(es) of Shares for which such fees are applicable, as provided in
the applicable Prospectus, which distribution fee and/or service fee
shall be payable for such periods and at such intervals as are from time
to time specified by us. Your placement of an order for Shares after the
date of any notice of an amendment to this Agreement shall conclusively
evidence your agreement to be bound thereby.
Reduced sales charges may also be available as a result of a cumulative
discount or pursuant to a letter of intent. Further information as to
such reduced sales charges, if any, is set forth in the appropriate Fund
Prospectus. You agree to advise us promptly as to the amounts of any
sales made by you to the public qualifying for reduced sales charges.
4. By accepting this Agreement, you agree:
a) That you will purchase Shares only from us, and only to cover
purchase orders already received from your customers, or for
your own bona fide investment;
b) That you will not withhold placing with us orders received from
your customers so as to profit yourself as a result of such
withholding; and
c) That, with respect to the sale of Shares of Funds that offer
multiple classes of Shares, you will comply with the terms of
the Policies and Procedures with Respect to Sales of Multiple
Classes of Shares, attached hereto as Exhibit A.
5. We will not accept from you any conditional orders for Shares.
6. Payment for Shares ordered from us shall be in New York clearing house
funds and must be received by the Funds' agent, Boston Financial Data
Services ("BFDS") attn: Nuveen Investor Services., 66 Brooks Drive,
Braintree, Massachusetts 02184, within three business days after our
acceptance of your order. If such payment is not received, we reserve
the right, without notice, forthwith to cancel the sale or, at our
option, to cause the Fund to redeem the Shares ordered, in which case we
may hold you responsible for any loss, including loss of profit,
suffered by us as result of your or your customer's failure to make such
payment. If any Shares confirmed to you or your customer under the terms
of this agreement are repurchased by the issuing Fund or by us as agent
for the Fund, or are tendered for repurchase, within seven business days
after the date of our confirmation of the original purchase order, you
shall promptly refund to us the full discount, commission, or other
concession, if any, allowed or paid to you on such Shares.
7. Shares sold hereunder shall be available in book-entry form on the books
of BFDS unless other instructions have been given.
8. No person is authorized to make any representations concerning Shares of
any Fund except those contained in the applicable current Prospectus and
printed information subsequently issued by the appropriate Fund or by us
as information supplemental to such Prospectus. You agree that you will
not offer or sell any Shares except under circumstances that will result
in compliance with the applicable Federal and state securities laws and
that in connection with sales and offers to sell Shares you will furnish
to each person to whom any such sale or offer is made a copy of the then
current Prospectus for the appropriate Fund (as the amended or
supplemented) and will not furnish to any persons any information
relating to Shares which is inconsistent in any respect with the
information contained in the then current Prospectus or cause any
advertisement to be published in any newspaper or posted in any public
place without our consent and the consent of the appropriate Fund. You
shall be responsible for any required filing of such advertising. The
Fund shall supply you with such quantities of Prospectuses, statements
of additional information, semi-annual and annual reports, proxies and
other required documentation as may reasonably be requested by you, at
the cost of the Fund.
9. All sales will be made subject to our receipt of Shares from the
appropriate Fund. We reserve the right, in our discretion, without
notice, to modify, suspend or withdraw entirely the offering of any
Shares, and upon notice to change the price, sales charge, or dealer
discount or to modify, cancel or change the terms of this Agreement.
10. You shall provide such office space and equipment, telephone facilities,
personnel and literature distribution as is necessary or appropriate for
providing information and services to your customers. Such services and
assistance may include, but not be limited to, establishment and
maintenance of shareholder accounts and records, processing purchase and
redemption transactions, answering routine inquiries regarding the
Funds, and such other services as may be agreed upon from time to time
and as may be permitted by applicable statute, rule, or regulation. You
shall perform these services in good faith and with reasonable care. You
shall immediately inform the Funds or us of all written complaints
received by
you from Fund shareholders relating to the maintenance of their accounts
and shall promptly answer all such complaints.
11. In connection with the Funds that permit the sale of their shares at net
asset value to customers purchasing through a Fee-Based Program, as
described in their respective Prospectuses, you further agree to abide
by the following terms:
a) You represent that you have established a Fee-Based Program as
defined above;
b) The Funds to which this Agreement pertains will be those
designated by Distributor and accepted by you, from time to
time, subject to the provision of each Fund's then current
Prospectus, state and federal securities laws and regulations,
and applicable rules and regulations of the National Association
of Securities Dealers, Inc (the "NASD");
c) You may sell certain class(es) of shares of the Funds designated
as described in Sub-section b) above at net asset value to your
bona fide clients participating in the Fee-Based Program. You
will earn no concession or commission on any such sale, but will
be entitled to receive the appropriate 12b-1 fees, if any,
otherwise payable with respect thereto to the extent provided
from time to time in the applicable Funds' Prospectuses;
d) Any agent (other than your employee(s) or representative(s))
employed or utilized by you to perform any services under this
Agreement on your behalf, including but not limited to a
clearing agent, shall enter into an agreement with Distributor
containing such provisions as Distributor may reasonably
require; you shall, however, remain responsible for the
performance of your agents; and
e) Distributor is not endorsing, recommending or otherwise involved
in providing any investment product offered by you (including
but not limited to the Fee-Based Program), and you are
prohibited from representing otherwise; Distributor is merely
affording you the opportunity to use shares of certain Funds
distributed by Distributor as an investment medium for the
Fee-Based Program.
12. All communications to us should be sent to 333 W. Wacker Drive, Chicago,
Illinois 60606. Any notice to you shall be duly given if mailed or
telegraphed to you at the address specified by you below.
13. Your acceptance of this agreement constitutes a representation that you
(a) are registered as a securities dealer with the Securities and
Exchange Commission ("SEC") and are a member in good standing of the
NASD, (b) are registered as a securities broker-dealer with the
Securities and Exchange Commission ("SEC") and are a member in good
standing of the NASD (c) are registered with the SEC as an investment
adviser, or (d) are a bank as defined in Section 3(a)(6) of the
Securities Exchange Act of 1934, as amended and are duly authorized to
engage in the transactions to be performed hereunder; and that you agree
to comply with all applicable state and Federal laws, rules and
regulations applicable to transactions and services hereunder and, if
applicable, to the Conduct Rules of the National Association of
Securities Dealers, Inc., including specifically Rule 2830 thereof. You
likewise agree that you will not offer to sell Shares in any state or
other jurisdiction in which they may not lawfully be offered for sale or
offer to provide advisory services in any state or other jurisdiction in
which they may not lawfully be provided. We agree to advise you
currently of the identity of those states and jurisdictions in which the
Shares may lawfully be offered for sale.
14. This Agreement shall be construed in accordance with the laws of the
State of Illinois. This Agreement shall not relieve you or Distributor
from any obligations either may have under any other agreements between
them. This Agreement is subject to the Prospectuses of the Funds from
time to time in effect, and, in the event of a conflict, the terms of
the Prospectuses shall control. References herein to the "Prospectus" of
a Fund shall mean the prospectus and statement of additional information
of such Fund as from time to time in effect. Any changes, modifications
or additions reflected in any such Prospectus shall be effective on the
date of such Prospectus (or supplement thereto) unless specified
otherwise. This Agreement shall supersede any prior dealer distribution
agreement with respect to the Funds. The National Securities Clearing
Corporation ("NSCC") rules and procedures shall apply to transactions
hereunder. In the event of a conflict between this Agreement and the
NSCC rules and procedures, this Agreement shall prevail.
15. The parties acknowledge that the SEC and the United States Treasury
Department have adopted a series of rules and regulations arising out of
the USA PATRIOT Act (together with such rules and regulations,
the "Applicable Law"), specifically requiring certain financial
institutions, including the parties, to establish a written anti-money
laundering and customer identification program (a "Program"). Each party
represents, warrants and certifies that they have established, and
covenant that at al times during the existence of this Agreement they
will maintain, a Program in compliance with Applicable Law. You covenant
that you will perform all activities, including the establishment and
verification of customer identities as required by Applicable Law and/or
your Program, with respect to all customers on whose behalf you maintain
a direct account with the Funds.
16. Each party represents and warrants to the other party that:
(a) Powers. It has the power to execute this Agreement and any other
documentation relating to this Agreement to which it is a party, to
deliver this Agreement and any other documentation relating to this
Agreement that it is required by this Agreement to deliver and perform
its obligations under this Agreement and has taken all necessary action
to authorize such execution, delivery and performance.
(b) No Violation or Conflict. Such execution, delivery and performance
do not violate or conflict with any law applicable to it, any provision
of its constitutional documents, any order or judgment of any court or
other agency of government applicable to it or any contractual
restriction binding on or affecting it.
(c) Obligations Binding. Its obligations under this Agreement constitute
its legal, valid and binding obligations, enforceable in accordance with
their respective terms (subject to applicable bankruptcy,
reorganization, insolvency, moratorium or similar laws affecting
creditors' rights generally and subject, as to enforceability, to
equitable principles of general application regardless of whether
enforcement is sought in a proceeding in equity or law).
(d) Compliance with Laws. It will comply with all applicable laws and
orders to which it may be subject if failure to do so would materially
impair its ability to perform its obligations under this Agreement.
17. We will treat all nonpublic personal information about you or your
customers that is provided to us in connection with this Agreement and
the transactions contemplated herein according to Nuveen's Privacy
Policy. Consistent with Nuveen's Privacy Policy, we may provide such
information, among other things, to third-party service providers that
provide administrative or marketing services on our behalf to assist us
in servicing your or your client's account.
18. This Agreement may be signed in counterparts, each of which shall be
deemed to be an original, and all such counterparts shall together
constitute but one and the same agreement.
In Witness Whereof, this Agreement has been executed as of the date set forth
above by a duly authorized officer of each party.
Nuveen Investments, LLC
Nuveen Investments
Authorized Signature
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Dealer/Adviser
Firm
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Month Day Year
Authorized Signature Date
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Print Name of Signature
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Address
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City State Zip Code
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Tax ID Number NASD Number
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The above agreement should be executed in duplicate and both copies returned to
us for signature. We will return a fully executed copy to you for your files.
Please return the completed agreement to:
Nuveen Investments, LLC, 333 West Wacker Drive, Chicago, Illinois 60606-1286
Exhibit A to Nuveen Mutual Funds
Dealer Distribution and
Shareholder Servicing Agreement
Policies and Procedures With Respect to
Sales of Multiple Classes of Funds
The Nuveen non-money market open-end mutual funds (the "Funds") have one or more
of the following classes of shares generally available to the public: Class A
Shares, which are normally subject to an up-front sales charge and a service
fee; Class B Shares, which are subject to an asset-based sales charge, a service
fee, and a declining contingent deferred sales charge ("CDSC"); and Class C
Shares, which are subject to an asset-based sales charge, a service fee, and a
12-month CDSC, it is important for an investor to choose the method of
purchasing shares which best suits his or her particular circumstances. To
assist investors in these decisions, Nuveen Investments, underwriter for the
Nuveen Mutual Funds, has instituted the following policies with respect to
orders for Fund shares. These policies apply to each Authorized Dealer which
distributes Fund shares.
1. Purchase orders for a single purchaser equal to or exceeding $100, 000
for Class B Shares will not be accepted.
2. Purchase orders for a single purchaser equal to or exceeding $250,000
should be placed only for Class A shares, unless such purchase for Class
C Shares has been reviewed and approved by the Authorized Dealer's
appropriate supervisor.
3. Any purchase order to which (1) or (2) above is not applicable may be
for Class A, Class B or Class C Shares in light of the relevant facts
and circumstances, including:
a) the specific purchase order dollar amount;
b) the length of time the investor expects to hold his or her
Shares;
c) whether the investor expects to reinvest dividends; and
d) any other relevant circumstances such as the availability of
purchases under a letter of intent, a combined discount or a
cumulative discount, as described in the Prospectus for the
Fund, and any anticipated changes in the funds net asset value
per share.
There are instances when one method of purchasing Shares may be more appropriate
than the other. For example, investors who would qualify for a significant
discount from the maximum sales load on Class A Shares might determine that
payment of such a reduced up-front sales charge is preferable to the payment of
a higher ongoing distribution fee on Class B or Class C Shares. On the other
hand, investors who prefer not to pay an up-front sales charge may wish to defer
the sales charge by purchasing Class B or Class C Shares. Those who plan to
redeem their shares within 5 years might consider Class C Shares, particularly
if they do not expect to reinvest dividends in additional shares. Note that, if
an investor anticipates redeeming Class B Shares within a short period of time
such as one year, that investor may bear higher distribution expenses than if
Class A Shares had been purchased. In addition, investors who intend to hold
their shares for a significantly long time may not wish to bear the higher
ongoing-asset-based sales charges of Class B or Class C Shares, irrespective of
the fact that the CDSC that would apply to a redemption of Class B Shares is
reduced over time and is ultimately eliminated, and that the CDSC that would
apply to a redemption of Class C Shares is relatively short in duration and
small in amount.
Appropriate supervisory personnel within your organization must ensure that all
employees receiving investor inquiries about the purchase of shares of the Funds
advise the investor of the available pricing structures offered by the Funds and
the impact of choosing one method over another, including breakpoints and the
availability of letters of intent, combined purchases and cumulative discounts.
In some instances it may be appropriate for a supervisory person to discuss a
purchase with the investor.
These policies are effective immediately with respect to any order for the
purchase of shares of the Funds.
June 23, 2004
Exhibit A (Page 2)
A SHARE B SHARE C SHARE
------------------ ------------------ ------------------
CUSIP NASDAQ CUSIP NASDAQ CUSIP NASDAQ
Number Symbol Number Symbol Number Symbol
------------------ ------------------ ------------------
Equity Mutual Funds
Nuveen Rittenhouse Growth Fund 67065W100 NRGAX 67065W209 NRGBX 67065W308 NRGCX
Nuveen Large Cap Value Fund 67064Y503 NNGAX 67064Y602 NNGBX 67064Y701 NNGCX
Nuveen Balanced Stock and Bond Fund 67064Y107 NNSAX 67064Y206 NNSBX* 67064Y305 NUVCX*
Nuveen Balanced Municipal and Stock Fund 67064Y883 NBMSX 67064Y875 NMNBX* 67064Y867 NBMCX*
Nuveen NWQ Multi-Cap Value Fund 67064Y792 NQVAX 67064Y784 NQVBX* 67064Y776 NQVCX*
Nuveen NWQ International Value Fund 67065W506 NAIGX* 67065W605 NBIGX* 67065W704 NCIGX*
Municipal Mutual Funds
Nuveen Intermediate Duration Municipal Bond Fund 67065Q202 NMBAX 67065Q103 NUMBX 67065Q301 NNSCX
Nuveen Insured Municipal Bond Fund 67065Q509 NMBIX 67065Q608 NMBBX 67065Q707 NMBKX*
Nuveen All-American Municipal Bond Fund 67065Q889 FLAAX 67065Q871 FAAMX 67065Q863 FAACX
Nuveen High Yield Municipal Bond Fund 67065Q749 NHMAX 6705Q756 NHMBX 67065Q764 NHMCX
Nuveen Limited Term Municipal Bond Fund 67065Q848 FLTDX - - 67065Q830 FLTCX
Nuveen AZ Municipal Bond Fund 67065L104 FAZTX 67065L203 FAZBX* 67065L302 FAZCX*
Nuveen CA Municipal Bond Fund 67065N100 NCAAX* 67065N209 NCBBX* 67065N308 NCACX*
Nuveen CA Insured Municipal Bond Fund 67065N506 NCAIX 67065N605 NCABX* 67065N704 NCAKX*
Nuveen CO Municipal Bond Fund 67065L609 FCOTX 67065L500 FCOBX* 67065L807 FCOCX*
Nuveen CT Municipal Bond Fund 67065N886 FCTTX 67065N878 FCTBX 67065N860 FCTCX
Nuveen FL Municipal Bond Fund 67065L708 FLOTX 67065L658 FLOBX 67065L641 FLCTX
Nuveen GA Municipal Bond Fund 67065P501 FGATX 67065P600 NMUBX* 67065P709 FGACX
Nuveen KS Municipal Bond Fund 67065R101 FKSTX 67065R200 FBKSX* 67065R309 FCKSX
Nuveen KY Municipal Bond Fund 67065R507 FKYTX 67065R606 FKYBX* 67065R705 FKYCX
Nuveen LA Municipal Bond Fund 67065P881 FTLAX 67065P873 FTLBX* 67065P865 FTLCX*
Nuveen MD Municipal Bond Fund 67065L831 NMDAX 67065L823 NBMDX* 67065L815 NMDCX*
Nuveen MA Municipal Bond Fund 67065N845 NMAAX 67065N837 NMABX* 67065N829 NMACX*
Nuveen MA Insured Municipal Bond Fund 67065N795 NMAIX* 67065N787 NINSX* 67065N779 NMAKX*
Nuveen MI Municipal Bond Fund 67065R853 FMITX 67065R846 FMIBX* 67065R838 FLMCX*
Nuveen MO Municipal Bond Fund 67065R812 FMOTX 67065R796 FMMBX* 67065R788 FMOCX*
Nuveen NJ Municipal Bond Fund 67065N753 NNJAX 67065N746 NNJBX 67065N738 NNJCX
Nuveen NM Municipal Bond Fund 67065L781 FNMTX 67065L773 FNMBX* 67065L765 FNMCX*
Nuveen NY Municipal Bond Fund 67065N670 NNYAX 67065N662 NNYBX 67065N654 NNYCX
Nuveen NY Insured Municipal Bond Fund 67065N639 NNYIX 67065N621 NNIMX 67065N613 NNYKX
Nuveen NC Municipal Bond Fund 67065P840 FLNCX 67065P832 FBNCX* 67065P824 FCNCX*
Nuveen OH Municipal Bond Fund 67065R762 FOHTX 67065R754 FOHBX 67065R747 FOHCX
Nuveen PA Municipal Bond Fund 67065L740 FPNTX 67065L732 FPMMX* 67065L724 FPMBX*
Nuveen TN Municipal Bond Fund 67065P758 FTNTX 67065P741 FMTBX* 67065P733 FTNCX
Nuveen VA Municipal Bond Fund 67065L690 FVATX 67065L682 NFVBX* 67065L674 FVACX*
Nuveen WI Municipal Bond Fund 67065R721 FWIAX 67065R713 FWIBX* 67065R697 FWICX*
# Will receive a supplemental listing when the class asset base reaches $10
million or the fund share class has been in existence 2yrs.
NOTE: A NASDAQ Symbol requires 1,000 shareholder accounts or $25 million in
assets.
*Denotes supplemental listing only
Effective June 23, 2004