Exhibit 6
DISTRIBUTION AGREEMENT
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AGREEMENT made as of this 24th of July, l997 between NUVEEN INVESTMENT
TRUST II, a business trust organized under the laws of the Commonwealth of
Massachusetts (the "Fund"), and XXXX NUVEEN & CO. INCORPORATED, a Delaware
corporation (the "Underwriter").
W I T N E S S E T H
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In consideration of the mutual covenants hereinafter contained, it is
hereby agreed by and between the parties hereto as follows:
1. The Fund hereby appoints the Underwriter its agent for the
distribution of shares of beneficial interest, par value $.0l per share,
including such series or classes of shares as may now or hereafter be
authorized, (the "Shares") in jurisdictions wherein Shares may legally be
offered for sale; provided, however, that the Fund, in its absolute discretion,
may: (a) issue or sell Shares directly to holders of Shares of the Fund upon
such terms and conditions and for such consideration, if any, as it may
determine, whether in connection with the distribution of subscription or
purchase rights, the payment or reinvestment of dividends or distributions, or
otherwise; and (b) issue or sell Shares at net asset value in connection with
merger or consolidation with, or acquisition of the assets of, other investment
companies or similar companies.
2. The Underwriter hereby accepts appointment as agent for the distribution of
the Shares and agrees that it will use its best efforts to sell such part of the
authorized Shares remaining unissued as from time to time shall be effectively
registered under the Securities Act of l933 ("Securities Act"), at prices
determined as hereinafter provided and on terms hereinafter set forth, all
subject to applicable Federal and State laws and regulations and to the
Declaration of Trust of the Fund.
3. The Fund agrees that it will use its best efforts to keep effectively
registered under the Securities Act for sale, as herein contemplated, such
Shares as the Underwriter shall reasonably request and as the Securities and
Exchange Commission shall permit to be so registered.
4. Notwithstanding any other provision hereof, the Fund may terminate,
suspend, or withdraw the offering of the Shares, or Shares of any series or
class, whenever, in its sole discretion, it deems such action to be desirable.
5. The Underwriter shall sell Shares to, or through, brokers, dealers, banks
or other qualified financial intermediaries (hereinafter referred to as
"dealers"), or others, in such manner not inconsistent with the provisions
hereof and the then effective Registration Statement of the Fund under the
Securities Act (and related Prospectus and Statement of Additional Information)
as the Underwriter may determine from time to time, provided that no dealer, or
other person, shall be appointed nor authorized to act as agent of the Fund
without the prior consent of the Fund. The Underwriter shall have the right to
enter into agreements with brokers, dealers and banks (referred to herein as
"dealers") of its choice for the sale of Shares and fix therein the portion of
the sales charge which may be allocated to such dealers; provided that the Fund
shall approve the form of such agreements and shall evidence such approval by
filing said form and any amendments thereto as attachments to this Agreement,
which shall be filed as an exhibit to the Fund's currently effective
registration statement under the Securities Act. Shares sold to dealers shall be
for resale by such dealers only at the public offering price(s) set forth in the
Fund's then current Prospectus. The current forms of such agreements are
attached hereto as Exhibits 1, 2 and 3.
6. Shares offered for sale, or sold by the Underwriter, shall be so offered or
sold at a price per Share determined in accordance with the then current
Prospectus relating to the sale of Shares except as departure from such prices
shall be permitted by the rules and regulations of the Securities and Exchange
Commission. Any public offering price shall be the net asset value per Share
plus a sales charge of not more than 5.25% of such public offering price. Shares
may be sold at net asset value without a sales charge to such class or classes
of investors or in such class or classes of transactions as may be permitted
under applicable rules of the Securities and Exchange Commission and as
described in the then current Prospectus of the Fund. The net asset value per
Share of each series or class shall be calculated in accordance with the
Declaration of Trust of the Fund and shall be determined in the manner, and at
the time, set forth in the then current Prospectus of the Fund relating to such
Shares.
7. The price the Fund shall receive for all Shares purchased from the Fund
shall be the net asset value used in determining the public offering price
applicable to the sale of such Shares. The excess, if any, of the sales price
over the net asset value of Shares sold by the Underwriter as agent shall be
retained by the Underwriter as a commission for its services hereunder. Out of
such commission, the Underwriter may allow commissions or concessions to dealers
in such amounts as the Underwriter shall determine from time to time. Except as
may be otherwise determined by the Underwriter and the Fund from time to time,
such commissions or concessions shall be uniform to all dealers.
8. The Underwriter shall issue and deliver, or cause to be issued and
delivered, on behalf of the Fund such confirmations of sales made by it as
agent, pursuant to this Agreement, as may be required. At, or prior to, the time
of issuance of Shares, the Underwriter will pay, or cause to be paid, to the
Fund the amount due the Fund for the sale of such Shares. Certificates shall be
issued, or Shares registered on the transfer books of the Fund, in such names
and denominations as the Underwriter may specify.
9. The Fund will execute any and all documents, and furnish any and all
information, which may be reasonably necessary in connection with the
qualification of the Shares for sale (including the qualification of the Fund as
a dealer, where necessary or advisable) in such states as the Underwriter may
reasonably request (it being understood that the Fund shall not be required,
without its consent, to comply with any requirement which, in its opinion, is
unduly burdensome).
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10. The Fund will furnish to the Underwriter, from time to time, such
information with respect to the Fund and the Shares as the Underwriter may
reasonably request for use in connection with the sale of Shares. The
Underwriter agrees that it will not use or distribute, nor will it authorize
dealers or others to use, distribute or disseminate, in connection with the sale
of such Shares, any statements other than those contained in the Fund's current
Prospectus and Statement of Additional Information, except such supplemental
literature or advertising as shall be lawful under Federal and State securities
laws and regulations, and that it will furnish the Fund with copies of all such
material.
11. The Underwriter shall order Shares from the Fund only to the extent that it
shall have received purchase orders therefor. The Underwriter will not make, nor
authorize any dealers or others, to make: (a) any short sale of Shares; or (b)
any sale of Shares to any officer or trustee of the Fund, nor to any officer or
trustee of the Underwriter, or of any corporation or association furnishing
investment advisory, managerial, or supervisory services to the Fund, nor to any
such corporation or association, unless such sales are made in accordance with
the then current Prospectus relating to the sale of such Shares.
12. In selling Shares for the account of the Fund, the Underwriter will in all
respects conform to the requirements of all Federal and State laws and the Rules
of Fair Practice of the National Association of Securities Dealers, Inc.
relating to such sales, and will indemnify and save harmless the Fund from any
damage or expense on account of any wrongful act by the Underwriter or any
employee, representative, or agent of the Underwriter. The Underwriter will
observe and be bound by all the provisions of the Declaration of Trust of the
Fund (and of any fundamental policies adopted by the Fund pursuant to the
Investment Company Act of 1940, notice of which shall have been given by the
Fund to the Underwriter) which at the time in any way require, limit, restrict,
prohibit or otherwise regulate any action on the part of the Underwriter.
13. The Underwriter will require each dealer to conform to the provisions
hereof and of the Registration Statement (and related Prospectus) at the time in
effect under the Securities Act with respect to the public offering price of the
Shares, and neither the Underwriter nor any such dealer shall withhold the
placing of purchase orders so as to make a profit thereby.
14. The Fund will pay, or cause to be paid, expenses (including the fees and
disbursements of its own counsel) of any registration of Shares under the
Securities Act, expenses of qualifying or continuing the qualification of the
Shares for sale and, in connection therewith, of qualifying or continuing the
qualification of the Fund as a dealer or broker under the laws of such states as
may be designated by the Underwriter under the conditions herein specified, and
expenses incident to the issuance of the Shares such as the cost of Share
certificates, issue taxes, and fees of the transfer and shareholder service
agent. The Underwriter will pay, or cause to be paid, all expenses (other than
expenses which any dealer may bear pursuant to any agreement with the
Underwriter) incident to the sale and distribution of the Shares issued or sold
hereunder, including, without limiting the generality of the foregoing, all: (a)
expenses of printing and
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distributing any Prospectus and Statement of Additional Information and of
preparing, printing and distributing or disseminating any other literature,
advertising and selling aids in connection with such offering of the Shares for
sale (except that such expenses need not include expenses incurred by the Fund
in connection with the preparation, printing and distribution of any report or
other communication to holders of Shares in their capacity as such), and (b)
expenses of advertising in connection with such offering. No transfer taxes, if
any, which may be payable in connection with the issue or delivery of Shares
sold as herein contemplated, or of the certificates for such Shares, shall be
borne by the Fund, and the Underwriter will indemnify and hold harmless the Fund
against liability for all such transfer taxes.
15. This agreement shall continue in effect until August 1, 1998, unless and
until terminated by either party as hereinafter provided, and will continue from
year to year thereafter, but only so long as such continuance is specifically
approved, at least annually, in the manner required by the Investment Company
Act of 1940. Either party hereto may terminate this agreement on any date by
giving the other party at least six months' prior written notice of such
termination, specifying the date fixed therefor. Without prejudice to any other
remedies of the Fund in any such event, the Fund may terminate this agreement at
any time immediately upon any failure of fulfillment of any of the obligations
of the Underwriter hereunder.
Without prejudice to any other remedies of the Fund in any such event, the Fund
may terminate this Agreement at any time immediately upon any failure of
fulfillment of any of the obligations of the Underwriter hereunder.
16. This agreement shall automatically terminate in the event of its
assignment.
17. Any notice under this agreement shall be in writing, addressed, and
delivered or mailed, postage pre-paid, to the other party at such address as
such other party may designate for the receipt of such notice.
18. The Declaration of Trust of the Fund on file with the Secretary of State of
the Commonwealth of Massachusetts was executed on behalf of the Fund by the
initial trustees of the Fund and not individually, and any obligation of the
Fund shall be binding only upon the assets of the Fund (or applicable series
thereof) and shall not be binding upon any trustee, officer or shareholder of
the Fund. Neither the authorization of any action by the trustees or
shareholders of the Fund nor the execution of this agreement on behalf of the
Fund shall impose any liability upon any Trustee, officer or shareholder of the
Fund.
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IN WITNESS WHEREOF, the Fund and the Underwriter have each caused this agreement
to be executed on its behalf as of the day and year first above written.
NUVEEN INVESTMENT TRUST II
By /s/ Xxxxx Xxxxxx
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Vice President
Attest:
/s/ Xxxxx X. Xxxxx
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Assistant Secretary
XXXX NUVEEN & CO. INCORPORATED
By /s/ Xxxx X. Berkshire
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Vice President
Attest:
/s/ Xxxxxxx X. Xxxxxxxxx
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Assistant Secretary
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EXHIBIT A TO NUVEEN MUTUAL FUNDS
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 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, Xxxx Nuveen & Co. Incorporated, 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 $1,000,000
should be placed only for Class A shares, unless such purchase for
Class B or Class C Shares has been reviewed and approved by the
Authorized Dealer's appropriate supervisor.
2. Any purchase order for less than $1,000,000 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 five years might consider Class C Shares,
particularly if they do not expect to reinvest dividends in additional shares.
Note that, if an investor anticipate 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.
July 18, 1996
Nuveen Mutual Funds
Dealer Distribution and
Shareholder Servicing 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"), we invite you to join a selling group for the distribution of shares
of common stock of the Funds (the "Shares"). As exclusive agent of the Funds, we
offer to sell you Shares on the following terms:
1. In all sales of Shares to the public you shall act as dealer for your own
account, 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.
2. Orders 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. 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. 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, a sales charge from which you shall receive a discount
equal to a percentage of the applicable offering price as provided 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 such amendment 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;
b) That you will purchase Shares from us only to cover purchase orders
already received from your customers, or for your own bona fide
investment; and
c) That you will not withhold placing with us orders received from your
customers so as to profit yourself as a result of such withholding.
d) 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, Shareholder Services, Inc., P. O.
Xxx 0000, Xxxxxx, Xxxxxxxx 00000-0000, 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
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as result of your failure to make such payment. If any Shares confirmed to
you 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
Shareholder Services, Inc. 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.
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. Your acceptance of this agreement constitutes a representation that you are
a registered securities dealer and a member in good standing of the
National Association of Securities Dealers, Inc. and agree to comply with
all applicable state and Federal laws, rules and regulations applicable to
transactions hereunder and to the Rules of Fair Practice of the National
Association of Securities Dealers, Inc., including specifically Section 26,
Article III 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.
11. 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.
12. All communications to us should be sent to 000 X. Xxxxxx Xxxxx, Xxxxxxx,
Xxxxxxxx 00000. Any notice to you shall be duly given if mailed or
telegraphed to you at the address specified by you below.
13. This Agreement shall be construed in accordance with the laws of the State
of Illinois. 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.
Xxxx Nuveen & Co. Incorporated
| |
Xxxx Nuveen | |
Authorized Signature | |
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We have read the foregoing agreement and accept and agree to the terms and
conditions therein.
Firm | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
___________________________________________________________________________________________________________
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| Month Day Year |
Authorized Signature | Date | | | |
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Print Name of Signature | | | | | | | | | | | | | | | | | | | | | | | | | | | |
___________________________________________________________________________________________________________
Address | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
___________________________________________________________________________________________________________
City | | | | | | | | | | | | | | | | | | | Zip | | | | | | |
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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:
Xxxx Nuveen & Co. Incorporated, 000 Xxxx Xxxxxx Xxxxx, Xxxxxxx, Xxxxxxxx
00000-0000
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Nuveen Mutual Funds
Distribution and Shareholder
Servicing Agreement
(Bank Version)
As principal underwriter of shares of common stock (the "Shares") of the
various Nuveen non-money market open-end mutual funds and any future such funds
(collectively, the "Funds"), we offer to make available Shares for purchase by
your customers on the following terms:
1. In all sales of Shares to the public you shall act as agent for your
customers, and in no transaction shall you have any authority to act as
agent for any Fund or for us. The customers in question are for all purposes
your customers and not customers of Xxxx Nuveen & Co. Incorporated. 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 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 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 your customers, may purchase Shares
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, a sales charge which, together
with the amount of that sales charge to be retained by banks 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 such
amendment 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 or though 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;
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.
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6. Payment for Shares ordered from us shall be in New York clearing house funds
and must be received by the Funds' agent, Shareholder Services, Inc., X.X.
Xxx 0000, Xxxxxx, Xxxxxxxx 00000-0000, 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
Shareholder Services, Inc. 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 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 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.
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. Your acceptance of this agreement constitutes a representation that you 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. You hereby agree to comply with all applicable state
and Federal laws, rules and regulations applicable to transactions
hereunder. You likewise agree that you will not make Shares available in
any state or other jurisdiction in which they may not lawfully be offered
for sale.
11. 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.
12. All communications to us should be sent to 000 X. Xxxxxx Xxxxx, Xxxxxxx,
Xxxxxxxx 00000. Any notice to you shall be duly given if mailed or
telegraphed to you at the address specified by you below.
13. This Agreement shall be construed in accordance with the laws of the State
of Illinois. 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.
2
Xxxx Nuveen & Co. Incorporated
| |
Xxxx Nuveen | |
Authorized Signature | |
__________________________________________________________________________________________________________
We have read the foregoing agreement and accept and agree to the terms and conditions therein.
Firm | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
__________________________________________________________________________________________________________
| Month Day Year |
Authorized Signature | Date | | | |
__________________________________________________________________________________________________________
Print Name of Signature | | | | | | | | | | | | | | | | | | | | | | | | | | | |
__________________________________________________________________________________________________________
Address | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
__________________________________________________________________________________________________________
City | | | | | | | | | | | | | | | | | | | | Zip | | | | | |
__________________________________________________________________________________________________________
Tax ID Number | | | | | | | | | | | | NASD | | | | | | | | | | | | | |
__________________________________________________________________________________________________________
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:
Xxxx Nuveen & Co. Incorporated, 000 Xxxx Xxxxxx Xxxxx, Xxxxxxx, Xxxxxxxx 00000-
1286
3
Nuveen Mutual Funds
Distribution and Shareholder
Servicing Agreement
(Version for Bank-Affiliated Broker-Dealers)
As principal underwriter of shares of common stock (the "Shares") of the
various Nuveen non-money market open-end mutual funds and any future such funds
(collectively, the "Funds"), we offer to make available Shares for purchase by
your customers on the following terms:
1. In all sales of Shares to the public you shall act as agent for your
customers, and in no transaction shall you have any authority to act as
agent for any Fund or for us. The customers in question are for all purposes
your customers and not customers of Xxxx Nuveen & Co. Incorporated. 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 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 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 your customers, may purchase Shares
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, 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 such amendment 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 or though 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;
(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.
1
5. We will not accept from you any conditional orders for Shares.
2
6. Payment for Shares ordered from us shall be in New York clearing house funds
and must be received by the Funds' agent, Shareholder Services, Inc., P. O.
Xxx 0000, Xxxxxx, Xxxxxxxx 00000-0000, 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
Shareholder Services, Inc. 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 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 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.
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. Your acceptance of this agreement constitutes a representation that you are
a registered securities broker-dealer and a member in good standing of the
National Association of Securities Dealers, Inc. and agree to comply with
all state and Federal laws, rules and regulations applicable to transactions
hereunder and with the Rules of Fair Practice of the NASD, including
specifically Section 26 of Article III 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. We agree to advise you currently
of the identity of those states and jurisdictions in which the Shares may
lawfully be offered for sale.
11. 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.
12. All communications to us should be sent to 000 X. Xxxxxx Xxxxx, Xxxxxxx,
Xxxxxxxx 00000. Any notice to you shall be duly given if mailed or
telegraphed to you at the address specified by you below.
13. This Agreement shall be construed in accordance with the laws of the State
of Illinois. 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 distribution agreement with respect to
the Funds.
3
Xxxx Nuveen & Co. Incorporated
| |
Xxxx Nuveen | |
Authorized Signature| |
___________________________________________________________________________________________________________
We have read the foregoing agreement and accept and agree to the terms and
conditions therein.
Firm | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
___________________________________________________________________________________________________________
| |
| Month Day Year |
Authorized Signature | Date | | | |
__________________________________________________________________________________________________________
Print Name of Signature | | | | | | | | | | | | | | | | | | | | | | | | | | | |
__________________________________________________________________________________________________________
Address | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
__________________________________________________________________________________________________________
City | | | | | | | | | | | | | | | | | | | Zip| | | | | | | |
__________________________________________________________________________________________________________
Tax ID Number | | | | | | | | | | | | | NASD| | | | | | | | | | | | | | |
__________________________________________________________________________________________________________
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:
Xxxx Nuveen & Co. Incorporated, 000 Xxxx Xxxxxx Xxxxx, Xxxxxxx, Xxxxxxxx
00000-0000
4
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, Xxxx Nuveen & Co. Incorporated, 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 $1,000,000
should be placed only for Class A shares, unless such purchase for Class B
or Class C Shares has been reviewed and approved by the Authorized Dealer's
appropriate supervisor.
2. Any purchase order for less than $1,000,000 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.
October 4, 1996
Exhibit A (Page 2)
-------------------------------------------
Nuveen Mutual Funds
------------------
CUSIP Quotron
Number Symbol
----------------------------------------------------------------------
Nuveen Tax-Free Money Market Funds
Nuveen Tax-Exempt Money Market Fund, Inc. 670634104 NUVXX
Nuveen Tax-Free Reserves, Inc. 670639103 NRFXX
Nuveen CA Tax-Free Money Market --
Service Portfolio 00000X000 NCTXX
Distribution Portfolio 00000X000 NCTXX
Institutional Portfolio 00000X000 NCTXX
Nuveen MA Tax-Free Money Market Fund --
Service Portfolio 670637107 NMAXX
Distribution Portfolio 670637206 NMAXX
Institutional Portfolio 670637305 NMAXX
Nuveen NY Tax-Free Money Market Fund --
Service Portfolio 670637404 NTFXX
Distribution Portfolio 670637503 NTFXX
Institutional Portfolio 670637602 NTFXX
----------------------------------------------------------------------
A SHARE B SHARE C SHARE R SHARE
-------------------------------------------------------------------------------
CUSIP Quotron CUSIP Quotron CUSIP Quotron CUSIP Quotron
Number Symbol Number Symbol Number Symbol Number Symbol
----------------------------------------------------------------------------------------------------------------------------------
Equity Mutual Funds
Nuveen Growth and Income Stock Fund 00000X000 # 00000X000 # 00000X000 # 00000X000 #
Nuveen Balanced Stock and Bond Fund 00000X000 # 00000X000 # 00000X000 # 00000X000 #
Nuveen Balanced Municipal and Stock Fund 00000X000 # 00000X000 # 00000X000 # 00000X000 #
Nuveen Flagship Utility Fund 00000X000 FUIAX - - 00000X000 FLUCX - -
Golden Rainbow Fund 00000X000 GLRBX - - - - - -
----------------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------------
Municipal Mutual Funds
Nuveen Municipal Bond Fund, Inc. 00000X000 NMBAX 00000X000 # 00000X000 # 00000X000 NUVBX
Nuveen Insured Municipal Bond Fund 00000X000 NMBIX 00000X000 # 00000X000 # 00000X000 NITNX
Nuveen Flagship All-American Tax Exempt Fund 00000X000 FLAAX 00000X000 # 00000X000 FAACX 00000X000 #
Nuveen Flagship Limited Term Tax Exempt Fund 00000X000 FLTDX - - 00000X000 FLTCX 00000X000 #
Nuveen Flagship Intermediate Tax Exempt Fund 00000X000 FINTX - - 00000X000 FINCX 00000X000 #
Nuveen Flagship AL Municipal Bond Fund 00000X000 FABTX 00000X000 # 00000X000 # 00000X000 #
Nuveen Flagship AZ Municipal Bond Fund 00000X000 FAZTX 00000X000 # 00000X000 FAZCX 00000X000 NMARX
Nuveen CA Municipal Bond Fund 00000X000 NCAAX* 00000X000 # 00000X000 # 00000X000 NCSPX
Nuveen CA Insured Municipal Bond Fund 00000X000 NCAIX* 00000X000 # 00000X000 # 00000X000 NCIBX
Nuveen Flagship CO Municipal Bond Fund 00000X000 FCOTX 00000X000 # 00000X000 # 00000X000 #
Nuveen Flagship CT Municipal Bond Fund 00000X000 FCTTX 00000X000 # 00000X000 FCTCX 00000X000 #
Nuveen Flagship FL Municipal Bond Fund 00000X000 XXXXX 00000X000 # 00000X000 NFLCX 00000X000 NMFLX
Nuveen Flagship FL Intermediate 00000X000 FIFAX - - 00000X000 FIFCX 00000X000 #
Municipal Bond Fund
Nuveen Flagship GA Municipal Bond Fund 00000X000 FGATX 00000X000 # 00000X000 FGACX 00000X000 #
Nuveen Flagship KS Municipal Bond Fund 00000X000 FKSTX 00000X000 # 00000X000 # 00000X000 #
Nuveen Flagship KY Municipal Bond Fund 00000X000 FKYTX 00000X000 # 00000X000 FKYCX 00000X000 #
Nuveen Flagship KY Limited Term 00000X000 FLKAX - - 00000X000 FLKCX 00000X000 #
Municipal Bond Fund
Nuveen Flagship LA Municipal Bond Fund 00000X000 FTLAX 00000X000 # 00000X000 FTLCX 00000X000 #
Nuveen MD Municipal Bond Fund 00000X000 NMDAX* 00000X000 # 00000X000 # 00000X000 NMMDX
Nuveen MA Municipal Bond Fund 00000X000 NMAAX* 00000X000 # 00000X000 # 00000X000 NBMAX
Nuveen MA Insured Municipal Bond Fund 00000X000 NMAIX* 00000X000 # 00000X000 # 00000X000 NIMAX
Nuveen Flagship MI Municipal Bond Fund 00000X000 FMITX 00000X000 # 00000X000 FLMCX 00000X000 NMMIX
Nuveen Flagship MO Municipal Bond Fund 00000X000 FMOTX 00000X000 # 00000X000 FMOCX 00000X000 #
----------------------------------------------------------------------------------------------------------------------------------
Exhibit A (Page 3)
--------------------------------------
Nuveen Mutual Funds
A SHARE B SHARE C SHARE R SHARE
-------------------------------------------------------------------------------
CUSIP Quotron CUSIP Quotron CUSIP Quotron CUSIP Quotron
Number Symbol Number Symbol Number Symbol Number Symbol
------------------------------------------------------------------------------------------------------------------------------------
Municipal Mutual Funds (cont.)
Nuveen Flagship NJ Municipal Bond Fund 00000X000 NNJAX 00000X000 # 00000X000 NNJCX 00000X000 NMNJX
Nuveen Flagship NJ Intermediate Municipal Bond Fund 00000X000 FNJIX - - 00000X000 # 00000X000 #
Nuveen Flagship NM Municipal Bond Fund 00000X000 XXXXX 00000X000 # 00000X000 # 00000X000 #
Nuveen Flagship NY Municipal Bond Fund 00000X000 NNYAX* 00000X000 # 00000X000 NNYCX 00000X000 NTNYX
Nuveen NY Insured Municipal Bond Fund 00000X000 NNYIX* 00000X000 # 00000X000 # 00000X000 NINYX
Nuveen Flagship NC Municipal Bond Fund 00000X000 FLNCX 00000X000 # 00000X000 FCNCX 00000X000 #
Nuveen Flagship OH Municipal Xxxx Xxxx 00000X000 XXXXX 00000X000 # 00000X000 FOHCX 00000X000 NXOHX
Nuveen Flagship PA Municipal Bond Fund 00000X000 FPNTX 00000X000 # 00000X000 FPNCX 00000X000 NBPAX
Nuveen Flagship SC Municipal Bond Fund 00000X000 FLSCX 00000X000 # 00000X000 # 00000X000 #
Nuveen Flagship TN Municipal Bond Fund 00000X000 FTNTX 00000X000 # 00000X000 FTNCX 00000X000 #
Nuveen Flagship VA Municipal Bond Fund 00000X000 FVATX 00000X000 # 00000X000 FVACX 00000X000 NMVAX
Nuveen Flagship WI Municipal Bond Fund 00000X000 FWIAX 00000X000 # 00000X000 # 00000X000 #
# Will receive a supplemental listing when the number of class shareholder
accounts is 300 or when the class asset base reaches $1 million.
NOTE: A Quotron Symbol requires 1,000 shareholder accounts or $25 million in
assets.
*Denotes supplemental listing only
