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Form as of: September 22, 1997
$25,000,000
NUVEEN PREMIUM INCOME MUNICIPAL FUND, INC.
(a Minnesota corporation)
MUNICIPAL AUCTION RATE CUMULATIVE
PREFERRED STOCK ("MuniPreferred(R)")
1,000 Shares Series [INSERT APPROPRIATE SERIES]
Liquidation Preference $25,000 Per Share
PURCHASE AGREEMENT
September __, 1997
XXXXXXX XXXXX & CO.
Xxxxxxx Lynch, Xxxxxx, Xxxxxx & Xxxxx
Incorporated
BT Xxxx.Xxxxx Incorporated
Xxxxxxx, Xxxxx & Co.
Xxxx Xxxxxx & Co. Incorporated
Xxxxxx Brothers Inc.
PaineWebber Incorporated
Prudential Securities Incorporated
Xxxxx Xxxxxx Inc.
c/x XXXXXXX XXXXX & CO.
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated
North Tower
World Financial Center
New York, New York 10281-1305
Dear Sirs and Mesdames:
Nuveen Premium Income Municipal Fund, Inc., a Minnesota corporation (the
"Fund"), and Nuveen Advisory Corp., a Delaware corporation and investment
adviser to the Fund (the "Adviser"), each confirms its agreement with Xxxxxxx
Xxxxx & Co., Xxxxxxx Lynch, Xxxxxx, Xxxxxx & Xxxxx Incorporated ("Xxxxxxx
Xxxxx") and
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each of the other Underwriters named in Schedule A hereto (collectively, the
"Underwriters", which term also shall include any underwriter substituted as
hereinafter provided in Section 11 hereof), with respect to the issue and sale
by the Fund and the purchase by the Underwriters, acting severally and not
jointly, of the respective numbers of shares of the Fund's MUNICIPAL AUCTION
(R) Registered trademark of Xxxx Xxxxxx & Co. Incorporated. RATE CUMULATIVE
PREFERRED STOCK, SERIES [INSERT APPROPRIATE SERIES], par value $.01 per share,
with a liquidation preference of $25,000 per share, set forth opposite the
names of such Underwriters in said Schedule A. The aforesaid 1,000 shares of
preferred stock to be purchased by the Underwriters are hereinafter called,
collectively, the "Shares".
The Fund has filed with the Securities and Exchange Commission (the
"Commission") a notification on Form N-8A ("Notification") of registration of
the Fund as a closed-end, diversified management investment company under the
Investment Company Act of 1940, as amended (the "Investment Company Act"), and
a registration statement on Form N-2 (No. 333-33651), including the related
preliminary prospectus and statement of additional information, covering the
registration of the Shares under the Securities Act of 1933, as amended (the
"Securities Act"), the Investment Company Act and the rules and regulations of
the Commission under the Securities Act and the Investment Company Act
(together, the "Rules and Regulations"), and has filed such amendments to such
registration statement on Form N-2, and such amended preliminary prospectuses
and statements of additional information, as may have been required to the date
hereof. The Fund will prepare and file such additional amendments thereto and
such amended prospectuses and statements of additional information as hereafter
may be required. Such registration statement (as amended at the time it became
effective) and the prospectus and statement of additional information
constituting a part thereof (including in each case the information, if any,
deemed to be a part thereof pursuant to Rule 430A(b) or Rule 434 of the Rules
and Regulations), as from time to time amended or supplemented pursuant to the
Securities Act (or otherwise), are referred to hereinafter as the "Registration
Statement" and the "Prospectus", respectively; except that if any revised
prospectus and statement of additional information shall be provided to the
Underwriters by the Fund for use in connection with
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the offering of the Shares which differs from the Prospectus on file at the
Commission at the time the Registration Statement became effective (whether
such revised prospectus and statement of additional information are required to
be filed by the Fund pursuant to Rule 497(c) or Rule 497(h) of the Rules and
Regulations), the term "Prospectus" shall refer to each such revised prospectus
and statement of additional information from and after the time it is first
provided to the Underwriters for such use. If the Fund elects to rely on Rule
434 under the Rules and Regulations, all references to the Prospectus shall be
deemed to include, without limitation, the form of preliminary prospectus or
prospectus, the form of preliminary statement of additional information or
statement of additional information and the term sheet, taken together,
provided to the Underwriters by the Fund in reliance on Rule 434 under the
Securities Act (the "Rule 434 Prospectus"). If the Fund files a registration
statement to register a portion of the Shares and relies on Rule 462(b) for
such registration statement to become effective upon filing with the Commission
(the "Rule 462 Registration Statement"), then any reference to "Registration
Statement" herein shall be deemed to include both the registration statement
referred to above (No. 333-33651) and the Rule 462 Registration Statement, as
each such registration statement may be amended pursuant to the Securities Act.
For purposes of this Agreement, all references to any registration statement,
any preliminary prospectus or statement of additional information, any
Prospectus or any amendment or supplement to any of the foregoing shall be
deemed to include the copy, if any, filed with the Commission pursuant to its
Electronic Data Gathering, Analysis and Retrieval system ("XXXXX").
The Fund understands that the Underwriters propose to make a public offering
of the Shares as soon as the Underwriters deem advisable.
SECTION 1. Representations and Warranties. (a) Each of the Fund and the
Adviser severally represents and warrants to each Underwriter as of the date
hereof (such date hereinafter being referred to as the "Representation Date"),
and severally agrees with each Underwriter, as follows:
(i) At the time the Registration Statement became effective and
at the Representation Date, the Registration Statement complied and
complies in all material respects with
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the requirements of the Securities Act, the Investment Company Act and
the Rules and Regulations and did not contain and does not contain an
untrue statement of a material fact, nor did it omit or does it omit
to state a material fact required to be stated therein or necessary to
make the statements therein not misleading. At the time the
Registration Statement became effective, at the Representation Date
and at Closing Time referred to in Section 2 hereof, the Prospectus
(unless the term "Prospectus" refers to a prospectus and statement of
additional information which have been provided to the Underwriters by
the Fund for use in connection with the offering of the Shares which
differs from the Prospectus on file at the Commission at the time the
Registration Statement becomes effective, in which case at the time
such prospectus and statement of additional information are first
provided to the Underwriters for such use) did not contain, does not
contain and will not contain an untrue statement of a material fact,
nor did it omit, does it omit or will it omit to state a material fact
necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading; provided,
however, that the representations and warranties in this subsection
shall not apply to statements in or omissions from the Registration
Statement or the Prospectus made in reliance upon and in conformity
with information furnished to the Fund in writing by any Underwriter
through Xxxxxxx Xxxxx expressly for use in the Registration Statement
or in the Prospectus.
Each preliminary prospectus and statement of additional
information and each Prospectus delivered to the Underwriters for use
in connection with this offering has been or will be, as the case may
be, identical to the electronically transmitted copies thereof filed
with the Commission pursuant to XXXXX, except to the extent permitted
by Regulation S-T.
(ii) The accountants who certified the financial statements and
supporting schedules included in the Registration Statement are
independent public accountants as required by the Securities Act and
the Rules and Regulations.
(iii) The financial statements included in the Registration
Statements and in the Prospectus, together with the related schedules
and notes, present fairly the financial
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position of the Fund at the dates indicated and the results of its
operations for the periods specified; such financial statements have
been prepared in conformity with generally accepted accounting
principles ("GAAP") applied on a consistent basis throughout the
periods involved; and the information in the Prospectus under the
headings "Financial Highlights" and "Capitalization" presents fairly
the information shown therein and has been compiled on a basis
consistent with that of the audited financial statements included in
the Registration Statement. The supporting schedules, if any,
included in the Registration Statement present fairly in accordance
with GAAP the information required to be stated therein.
(iv) Since the respective dates as of which information is
given in the Registration Statement and in the Prospectus, except as
otherwise stated therein, (A) there has been no material adverse
change in the condition, financial or otherwise, of the Fund, or in
the earnings, business affairs or business prospects of the Fund,
whether or not arising in the ordinary course of business (a "Material
Adverse Effect" in respect of the Fund), (B) there have been no
transactions entered into by the Fund which are material to the Fund
other than those in the ordinary course of business and (C) except for
(i) regular quarterly dividends on the outstanding shares of common
stock, par value $.01 per share, of the Fund (the "Common Stock"), in
amounts per share that are consistent with past practice, and (ii)
dividends paid on the Fund's outstanding shares of Municipal Auction
Rate Cumulative Preferred Stock ("MuniPreferred") in accordance with
the terms thereof, there has been no dividend or distribution of any
kind declared, paid or made by the Fund on any class of its capital
stock.
(v) The Fund has been duly incorporated and is validly
existing as a corporation in good standing under the laws of the
State of Minnesota. The Fund has corporate power and authority to
own, lease and operate its properties and to conduct its business as
described in the Registration Statement and in the Prospectus and to
enter into and perform its obligations under this Agreement. The Fund
is duly qualified as a foreign corporation to transact business and is
in good standing in each jurisdiction in which such
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qualification is required, whether by reason of the ownership or
leasing of property or the conduct of business, except where the
failure so to qualify or to be in good standing would not result in a
Material Adverse Effect in respect of the Fund. The Fund has no
subsidiaries.
(vi) The Fund is registered with the Commission under the
Investment Company Act as a closed-end, diversified management
investment company; the provisions of the Charter and the By-Laws of
the Fund do not violate or conflict with the requirements of the
Investment Company Act and the rules and regulations thereunder in any
material respect; the provisions of the Charter and the By-Laws of the
Fund and the investment policies and restrictions described in the
Prospectus under the captions "Investment Objective and Policies" and
"Certain Trading Strategies of the Fund" do not violate or conflict
with the requirements of the Investment Company Act and the rules and
regulations thereunder in any material respect; and no order of
suspension or revocation of such registration under the Investment
Company Act has been issued or proceedings therefor initiated or
threatened by the Commission.
(vii) The authorized, issued and outstanding shares of capital
stock of the Fund as of the Representation Date are as set forth in
the Prospectus in the column entitled "Actual" under the caption
"Capitalization" (except for subsequent issuances, if any pursuant to
this Agreement and shares of Common Stock issued in connection with
the Fund's dividend reinvestment plan); the outstanding shares of
MuniPreferred and the outstanding shares of Common Stock have been
duly authorized and validly issued and are fully paid and
nonassessable (it being understood that the shares of Common Stock
issued in connection with the rights offering as described in the
Prospectus under the caption "The Fund" and as described in the Final
Judgment Order entered on June 3, 1997 in the case of In Re Nuveen
Fund Litigation filed in the United States District Court for the
Northern District of Illinois (the "Order"), have been duly authorized
and validly issued and are fully paid and nonassessable by virtue of
the Order); none of the outstanding shares of capital stock of the
Fund were issued in violation of preemptive or other similar rights of
any security holder of the Fund; the Shares
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have been duly authorized for issuance and sale to the Underwriters
pursuant to this Agreement and, when issued and delivered by the Fund
pursuant to this Agreement against payment of the consideration set
forth in this Agreement, will be validly issued and fully paid and
nonassessable, with no personal liability attaching to the ownership
thereof; the shares of Common Stock and the Shares conform in all
material respects to all statements relating thereto contained in the
Registration Statement and in the Prospectus, and such description
conforms to the rights set forth in the instruments defining the same;
and the issuance of the Shares to be purchased by the Underwriters is
not subject to preemptive or other similar rights of any security
holder of the Fund.
(viii) The Fund is not in violation of its articles of
incorporation, as amended (the "Charter"), or its by-laws, as amended
(the "By-Laws"), or in default in the performance or observance of any
obligation, agreement, covenant or condition contained in any material
contract, indenture, mortgage, deed of trust, loan or credit
agreement, note, lease or other material agreement or instrument to
which the Fund is a party or by which it may be bound, or to which any
of the property or assets of the Fund is subject, except for any such
violation of default (other than a violation or default of the Charter
or By-Laws) which, singly or in the aggregate, would not result in a
Material Adverse Effect in respect of the Fund; the execution and
delivery of this Agreement, the Investment Management Agreement, the
Exchange Traded Custody Agreement and the Auction Agency Agreement
referred to in the Registration Statement, and the letter of
representation of the Fund delivered by the Fund to The Depository
Trust Company ("DTC") in connection with DTC's agreement to act as
securities depository with respect to the Shares (as used herein, the
"Management Agreement," the "Auction Agreement," the "Custody
Agreement" and the "Letter of Representation", respectively), and the
consummation of the transactions contemplated herein and therein
(including the issuance and sale of the Shares and the use of the
proceeds from the sale of the Shares as described in the Prospectus
under the caption "Use of Proceeds" and compliance by the Fund with
its obligations hereunder), do not and will not, whether with or
without the giving of notice or the lapse of time, or both,
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conflict with or constitute a breach of, or a default under, or result
in the creation or imposition of any lien, charge or encumbrance upon
any property or assets of the Fund pursuant to, any material contract,
indenture, mortgage, deed of trust, loan or credit agreement, note,
lease or other material agreement or instrument to which the Fund is a
party or by which it may be bound, or to which any of the property or
assets of the Fund is subject; none of the foregoing actions will
result in any violation of the provisions of the Charter or the
By-Laws of the Fund, or any law, rule, regulation, administrative
order or court decree applicable to the Fund of any jurisdiction,
court, Federal or state regulatory body, administrative agency or
other governmental body, stock exchange or securities association
having jurisdiction over the Fund or its properties or operations; and
no consent, approval, authorization, order, registration or
qualification of or with any court or governmental or self-regulatory
authority, agency or body is required in connection with the issue and
sale of the Shares to the Underwriters or for the consummation by the
Fund of the other transactions contemplated by this Agreement, the
Management Agreement, the Custody Agreement, the Auction Agreement or
the Letter of Representation, except such as has been obtained under
the Investment Company Act and the Securities Act and the Rules and
Regulations or such as may be required under state securities or Blue
Sky laws in connection with the purchase and distribution of the
Shares by the Underwriters.
(ix) The Fund owns or possesses or has obtained all material
governmental licenses, permits, consents, orders, approvals and other
authorizations necessary to lease or own, as the case may be, and to
operate its properties and to conduct its businesses as contemplated
in the Registration Statement and in the Prospectus, and the Fund has
not received any notice of proceedings relating to the revocation or
modification of any such licenses, permits, consents, orders,
approvals or authorizations.
(x) There is no action, suit, proceeding, inquiry or
investigation before or brought by any court or governmental
authority, agency or body, domestic or foreign, now pending, or, to
the knowledge of the Fund or the Adviser, threatened, against or
affecting the Fund, which is required to be
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disclosed in the Registration Statement (other than as disclosed
therein), or which might result in a Material Adverse Effect in
respect of the Fund, or which might materially and adversely affect
the properties or assets of the Fund or the consummation of the
transactions contemplated by this Agreement or the performance by the
Fund of its obligations hereunder.
(xi) There are no contracts, indentures, mortgages, deeds of
trust, loan or credit agreements, notes, leases or other agreements or
instruments of the Fund required to be described or referred to in the
Registration Statement or to be filed as exhibits thereto under the
Securities Act, the Investment Company Act or the Rules and
Regulations other than those described or referred to therein or filed
as exhibits thereto or incorporated therein by reference as permitted
by the Rules and Regulations; the descriptions thereof are correct in
all material respects; the references thereto are correct in all
material respects; and no default exists in the due performance or
observance of any obligation, agreement, covenant or condition
contained in any material contract, indenture, mortgage, deed of
trust, loan or credit agreement, note, lease or other agreement or
instrument so described, referred to or filed.
(xii) The Fund owns or possesses, or can acquire on reasonable
terms, adequate trademarks, service marks and trade names necessary to
conduct its business as described in the Registration Statement and in
the Prospectus, and the Fund has not received any notice, and is not
otherwise aware, of any infringement of or conflict with asserted
rights of others with respect to any trademarks, service marks or
trade names which, singly or in the aggregate, if the subject of an
unfavorable decision, ruling or finding, would have a Material Adverse
Effect in respect of the Fund.
(xiii) The Fund intends to, and will, direct the investment of
the proceeds of the offering described in the Registration Statement
and in the Prospectus in such a manner as to comply with the
requirements of Subchapter M of the Internal Revenue Code of 1986, as
amended ("Subchapter M of the Code"), and the Fund qualifies as a
regulated investment company under Subchapter M of the Code.
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(xiv) Each of this Agreement, the Management Agreement and the
Custody Agreement has been duly authorized, executed and delivered by
the Fund and complies with all applicable provisions of the Investment
Company Act and the Investment Advisers Act and the rules and
regulations under such acts; and each constitutes a valid and binding
obligation of the Fund, enforceable in accordance with its terms,
subject, as to enforcement, to bankruptcy, insolvency, reorganization
and other laws of general applicability relating to or affecting
creditors' rights and to general equitable principles.
(xv) Each of the Auction Agreement and the Letter of
Representation has been duly authorized for execution and delivery by
the Fund and, when executed and delivered by the Fund, will not
violate or conflict with the applicable provisions of the Investment
Company Act and the Investment Advisers Act and the rules and
regulations under such acts in any material respect and will
constitute a valid and binding obligation of the Fund, enforceable in
accordance with its terms, subject, as to enforcement, to bankruptcy,
insolvency, reorganization and other laws of general applicability
relating to or affecting creditors' rights and to general equitable
principles.
(b) The Adviser represents and warrants to each Underwriter as
of the Representation Date as follows:
(i) The Adviser has been duly incorporated and is validly
existing as a corporation in good standing under the laws of the State
of Delaware.
(ii) The Adviser has corporate power and authority to own,
lease and operate its properties and to conduct its business as
described in the Registration Statement and in the Prospectus and to
enter into and perform its obligations under this Agreement.
(iii) The Adviser is duly qualified as a foreign corporation to
transact business and is in good standing in each jurisdiction in
which such qualification is required, whether by reason of the
ownership or leasing of property or the conduct of business, except
where the failure to so
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qualify or to be in good standing would not result in a Material
Adverse Effect in respect of the Adviser.
(iv) The Adviser is duly registered and in good standing with
the Commission under the Investment Advisers Act of 1940, as amended
(the "Investment Advisers Act"), as an investment adviser, and is not
prohibited by the Investment Advisers Act or the Investment Company
Act, or the rules and regulations under such acts or any other
applicable laws or regulations, from acting under the Management
Agreement for the Fund as contemplated by the Prospectus.
(v) There is no action, suit, proceeding, inquiry or
investigation before or brought by any court or governmental
authority, agency or body, domestic or foreign, now pending, or, to
the knowledge of the Adviser, threatened, against or affecting the
Adviser, which is required to be disclosed in the Registration
Statement (other than as disclosed therein), or which might result in
any material adverse change in the condition, financial or otherwise,
of the Adviser, or in the business affairs or business prospects of
the Adviser, whether or not arising in the ordinary course of business
(a "Material Adverse Effect" in respect of the Adviser), or which
might materially and adversely affect the properties or assets of the
Adviser or the consummation of the transactions contemplated by this
Agreement or the performance by the Adviser of its obligations
hereunder.
(vi) The Adviser is not in violation of its corporate charter
or by-laws, or in default in the performance or observance of any
obligation, agreement, covenant or condition contained in any material
contract, indenture, mortgage, deed of trust, loan or credit
agreement, note, lease or other material agreement or instrument to
which the Adviser is a party or by which it may be bound, or to which
any of the property or assets of the Adviser is subject, nor in breach
or violation of any judgment, decree, order, rule or regulation of any
court or governmental or self-regulatory agency or body, except in
each case for any such breach, violation or default which, singly or
in the aggregate, would not result in a Material Adverse Effect in
respect of the Adviser.
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(vii) Each of this Agreement and the Management Agreement has
been duly authorized, executed and delivered by the Adviser and does
not violate or conflict with the applicable provisions of the
Investment Company Act and the Investment Advisers Act and the rules
and regulations under such acts in any material respect; each
constitutes a valid and binding obligation of the Adviser, enforceable
in accordance with its terms, subject, as to enforcement, to
bankruptcy, insolvency, reorganization and other laws of general
applicability relating to or affecting creditors' rights and to
general equitable principles; neither the execution and delivery of
this Agreement or the Management Agreement by the Adviser, nor the
performance by the Adviser of its obligations hereunder or thereunder,
does or will, whether with or without the giving of notice or the
lapse of time, or both, conflict with or constitute a breach of, or a
default under, or result in the creation or imposition of any lien,
charge or encumbrance upon any property or assets of the Adviser
pursuant to, any material contract, indenture, mortgage, deed of
trust, loan or credit agreement, note, lease, or other material
agreement or instrument to which the Adviser is a party or by which
the Adviser is bound, or to which any of the property or assets of the
Adviser is subject; none of the foregoing actions will result in any
violation of the provisions of the corporate charter or by-laws of the
Adviser, or any law, rule, regulation, administrative order or court
decree applicable to the Adviser of any jurisdiction, court, Federal
or state regulatory body, administrative agency or other governmental
body, stock exchange or securities association having jurisdiction
over the Adviser or its properties or operations; and no consent,
approval, authorization, order, registration or qualification of or
with any court or governmental or self-regulatory authority, agency or
body is required in connection with the execution, delivery and
performance of this Agreement and the Management Agreement by the
Adviser, except such as has been obtained under the Investment
Advisers Act or such as may be required under the Securities Act or
state securities or Blue Sky laws in connection with the purchase and
distribution of the Shares by the Underwriters.
(viii) The description of the Adviser in the Registration
Statement and in the Prospectus does not contain
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any untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the statements
therein not misleading.
(ix) The Adviser has the financial resources available to it
necessary for the performance of its services and obligations as
contemplated in the Prospectus.
(c) Any certificate signed by any officer of the Fund or the Adviser
and delivered to the Underwriters or to counsel to the Underwriters shall be
deemed a representation and warranty by the Fund or the Adviser, as the case
may be, to each Underwriter, as to the matters covered thereby.
SECTION 2. Sale and Delivery to the Underwriters; Closing.
(a) On the basis of the representations and warranties herein
contained, and subject to the terms and conditions herein set forth, the Fund
agrees to sell to each Underwriter, severally and not jointly, and each
Underwriter, severally and not jointly, agrees to purchase from the Fund, at
the price per share set forth below, the number of Shares set forth in Schedule
A opposite the name of such Underwriter, plus any additional number of Shares
which such Underwriter may become obligated to purchase pursuant to the
provisions of Section 11 hereof.
(i) The initial public offering price per share for the Shares
shall be $25,000 plus accumulated dividends, if any, from the date of
original issue.
(ii) The purchase price per share to be paid by the several
Underwriters for the Shares shall be $24,718.75, being an amount equal
to the initial public offering price per share set forth above less
$281.25 per share.
(iii) The dividend rate on the Shares for the initial Rate
Period thereof will be equal to the dividend rate for existing
shares of MuniPreferred of the same series established in the auction
for shares of such series first preceding the date of issuance of the
Shares.
(b) Payment of the purchase price for, and delivery of the
certificate for, the Shares shall be made at the offices of Xxxxxx,
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Price, Xxxxxxx & Kammholz, 000 Xxxxx XxXxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000,
or at such other place as shall be agreed upon by Xxxxxxx Xxxxx and the Fund,
at 9:00 A.M.(Central time) on the first business day after execution of this
Agreement, unless postponed in accordance with the provisions of Section 11, or
such other time not later than ten business days after such date as shall be
agreed upon by Xxxxxxx Xxxxx and the Fund (such time and date of payment and
delivery herein being referred to as "Closing Time"). Payment shall be made to
the Fund by a Federal Funds wire transfer or similar same-day funds, against
delivery to the Underwriters of the certificate for the Shares to be purchased
by the Underwriters. The Shares shall be represented by a certificate
registered in the name of Cede & Co., as nominee for The Depository Trust
Company. The certificate for the Shares will be made available for examination
by the Underwriters not later than 10:00 A.M. on the last business day prior to
Closing Time. It is understood that each Underwriter has authorized Xxxxxxx
Xxxxx, for such Underwriter's account, to accept delivery of, receipt for, and
make payment of the purchase price for, the Shares which such Underwriter has
agreed to purchase. An Underwriter may (but shall not be obligated to) make
payment of the purchase price for the Shares to be purchased by any other
Underwriter whose funds have not been received by the Closing Time, but such
payment shall not relieve such other Underwriter from its obligations
hereunder.
SECTION 3. Covenants of the Fund. The Fund covenants with each
Underwriter as follows:
(a) The Fund will use its best efforts (i) to cause the
Registration Statement to be kept effective under the Securities Act, and will
advise the Underwriters promptly as to the time at which any post-effective
amendment thereto becomes so effective and (ii) if required, to cause the
issuance of any orders exempting the Fund from any provisions of the Investment
Company Act, and the Fund will advise the Underwriters promptly as to the time
at which any such orders are granted.
(b) The Fund will notify the Underwriters immediately, and will
confirm the notice in writing, (i) of the effectiveness of any post-effective
amendments to the Registration Statement, (ii) when the Prospectus has been
timely filed pursuant to Rule 497(c) or Rule 497(h) of the Rules and
Regulations, whichever is applicable under the Rules and Regulations, (iii) of
the receipt of any
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comments from the Commission, (iv) of any request by the Commission for any
amendment to the Registration Statement or any amendment or supplement to the
Prospectus or for additional information, (v) of the issuance by the Commission
of any stop order suspending the effectiveness of the Registration Statement or
the initiation of any proceedings for that purpose, and (vi) of the issuance by
the Commission of an order of suspension or revocation of the Notification of
registration of the Fund as an investment company under the Investment Company
Act or the initiation of any proceeding for that purpose at any time during the
period when Prospectuses are required to be delivered under the Securities Act
or the Investment Company Act or the Rules and Regulations in connection with
the offer and sale of the Shares. The Fund will make every reasonable effort
to prevent the issuance of any stop order described in subsection (v) hereunder
or any order of suspension or revocation described in subsection (vi) hereunder
and, if any such stop order or order of suspension or revocation is issued, to
obtain the lifting thereof at the earliest possible moment. If the Fund elects
to rely on Rule 434 under the Rules and Regulations, the Fund will prepare a
term sheet that complies with the requirements of Rule 434 under the Rules and
Regulations and the Fund will provide each Underwriter with copies of the form
of Rule 434 Prospectus, in such number as such Underwriter may reasonably
request by the close of business in New York on the first business day
preceding the Closing Time.
(c) The Fund will give the Underwriters notice of its intention to
file any post-effective amendment to the Registration Statement or any
amendment or supplement to the Prospectus (including any revised prospectus and
statement of additional information which the Fund proposes for use by the
Underwriters in connection with the offering of the Shares, which differs from
the Prospectus on file at the Commission at the time the Registration Statement
became effective, whether such revised prospectus and statement of additional
information are required to be filed by the Fund pursuant to Rule 497(c) or
Rule 497(h) of the Rules and Regulations or any term sheet prepared in reliance
on Rule 434 of the Rules and Regulations), whether pursuant to the Investment
Company Act, the Securities Act, or otherwise, and will furnish the
Underwriters with copies of any such amendment or supplement a reasonable
amount of time prior to such proposed filing or use, as the case may be, and
will not file any such amendment or supplement
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to which the Underwriters or counsel to the Underwriters reasonably shall
object.
(d) The Fund will deliver to the Underwriters, as soon as
practicable, eight copies of the Notification and eight signed copies of the
registration statement as originally filed and of each amendment thereto, in
each case with eight sets of the exhibits filed therewith, and also will
deliver to the Underwriters eight conformed copies of the registration
statement as originally filed and of each amendment thereto (but without
exhibits to the registration statement or any such amendment).
(e) The Fund will furnish to each Underwriter, from time to time
during the period when the Prospectus is required to be delivered under the
Securities Act, such number of copies of the Prospectus (as amended or
supplemented) as such Underwriter reasonably may request for the purposes
contemplated by the Securities Act, the Investment Company Act or the Rules and
Regulations.
(f) If any event shall occur as a result of which it is necessary,
in the opinion of counsel to the Underwriters, to amend or supplement the
Prospectus in order to make the Prospectus not misleading in the light of the
circumstances existing at the time it is delivered to a purchaser, the Fund
forthwith will amend or supplement the Prospectus by preparing and furnishing
to the Underwriters a reasonable number of copies of an amendment or amendments
of, or a supplement or supplements to, the Prospectus (in form and substance
satisfactory to counsel to the Underwriters), so that, as so amended or
supplemented, the Prospectus will not contain an untrue statement of a material
fact or omit to state a material fact necessary in order to make the statements
therein, in the light of the circumstances existing at the time the Prospectus
is delivered to a purchaser, not misleading.
(g) The Fund will endeavor, in cooperation with the Underwriters,
to qualify the Shares for offering and sale under the applicable securities
laws of such states and other jurisdictions of the United States as the
Underwriters may designate, and will maintain such qualifications in effect for
a period of not less than one year after the date hereof. The Fund will file
such statements and reports as may be required by the laws of each
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17
jurisdiction in which the Shares have been qualified as above provided;
provided, however, that the Fund shall not be required to qualify as a foreign
corporation or to file a general consent to service of process in any
jurisdiction where it is not now so qualified or required to file such a
consent.
(h) The Fund will make generally available to its security holders
as soon as practicable, but no later than 60 days after the close of the period
covered thereby, an earnings statement (in form complying with the provisions
of Rule 158 of the Rules and Regulations) covering a twelve-month period
beginning not later than the first day of the Fund's fiscal quarter next
following the "effective" date (as defined in said Rule 158) of the
Registration Statement.
(i) During a period of sixty days from the date of the Prospectus,
the Fund will not, without the prior written consent of Xxxxxxx Xxxxx, (i)
directly or indirectly, offer, pledge, sell, contract to sell, sell any option
or contract to purchase, purchase any option or contract to sell, grant any
option, right or warrant to purchase or otherwise transfer or dispose of any
share of preferred stock of the Fund or any securities convertible into or
exercisable or exchangeable for shares of preferred stock of the Fund or file
any registration statement under the Securities Act with respect to any of the
foregoing or (ii) enter into any swap or any other agreement or any transaction
that transfers, in whole or in part, directly or indirectly, the economic
consequence of ownership of preferred stock of the Fund, whether any such swap
or transaction described in clause (i) or (ii) above is to be settled by
delivery of preferred stock of the Fund or such other securities, in cash or
otherwise. The foregoing sentence shall not apply to the Shares to be sold
hereunder.
(j) If, at the time that the Registration Statement became
effective, any information shall have been omitted therefrom in reliance upon
Rule 430A of the Rules and Regulations, then immediately following the
execution of this Agreement, the Fund will prepare, and file or transmit for
filing with the Commission in accordance with such Rule 430A and Rule 497(h) of
the Rules and Regulations, copies of the amended Prospectus, or, if required by
such Rule 430A, a post-effective amendment to the Registration Statement
(including an amended Prospectus), containing all information so omitted.
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(k) The Fund will use its best efforts to maintain its
qualification as a regulated investment company under Subchapter M of the Code.
SECTION 4. Covenants of the Underwriters. Each Underwriter covenants
and agrees with the Fund that no later than the second business day succeeding
Closing Time, it will provide the Fund and the Auction Agent (as defined in the
Prospectus) with a list of Existing Holders (as defined in the Prospectus) of
Shares, the number of Shares held by each such Existing Holder and the number
of Shares it is holding as Underwriter as of the date of such notice.
SECTION 5. Payment of Expenses. The Fund will pay all expenses
incident to the performance of its obligations under this Agreement, including,
but not limited to, expenses relating to (i) the printing and filing of the
registration statement as originally filed and of each amendment thereto, (ii)
the printing of this Agreement, (iii) the preparation, issuance and delivery of
the certificate for the Shares to the Underwriters, (iv) the fees and
disbursements of the Fund's counsel and accountants, (v) the qualification of
the Shares under securities laws in accordance with the provisions of Section
3(g) of this Agreement, including filing fees and any fees or disbursements of
counsel to the Underwriters in connection therewith and in connection with the
preparation of the Blue Sky Survey, (vi) the printing and delivery to the
Underwriters of copies of the registration statement as originally filed and of
each amendment thereto, of each preliminary prospectus and statement of
additional information, and each Prospectus and any amendments or supplements
thereto, (vii) the printing and delivery to the Underwriters of copies of the
Blue Sky Survey and (viii) the fees charged by rating agencies for the rating
of the Shares.
If this Agreement is terminated by the Underwriters in accordance with
the provisions of Section 6 or Section 10(a)(i) hereof, the Fund or the Adviser
shall reimburse the Underwriters for all of their out-of-pocket expenses,
including the reasonable fees and disbursements of counsel to the Underwriters.
In the event the transactions contemplated hereunder are not consummated, the
Adviser agrees to pay all of the costs and expenses set forth in the first
paragraph of this Section 5 which the Fund would have paid if such transactions
had been consummated.
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19
SECTION 6. Conditions of Underwriters' Obligations. The obligations
of the Underwriters hereunder are subject to the accuracy of the
representations and warranties of the Fund and the Adviser herein contained, to
the performance by the Fund and the Adviser of their respective obligations
hereunder, and to the following further conditions:
(a) At Closing Time no stop order suspending the effectiveness of
the Registration Statement shall have been issued under the Securities Act, and
no order of suspension or revocation of the Fund's Notification of registration
shall have been issued under the Investment Company Act, and no proceedings for
either such purpose shall have been initiated or threatened by the Commission.
If the Fund has elected to rely upon Rule 430A of the Rules and Regulations,
the price of the Shares and any price-related information previously omitted
from the effective Registration Statement pursuant to such Rule 430A shall have
been transmitted to the Commission for filing pursuant to Rule 497(h) of the
Rules and Regulations within the prescribed time period, and prior to Closing
Time the Fund shall have provided evidence satisfactory to the Underwriters of
such timely filing, or a post-effective amendment providing such information
shall have been filed promptly and declared effective in accordance with the
requirements of Rule 430A of the Rules and Regulations.
(b) At Closing Time, the Underwriters shall have received:
(1) The favorable opinion, dated as of Closing Time,
of Xxxxxx, Xxxxx, Xxxxxxx & Xxxxxxxx, counsel to the Fund, in form and
substance satisfactory to counsel to the Underwriters, to the effect
that:
(i) The Fund has been duly incorporated and is validly
existing as a corporation in good standing under the laws of
the State of Minnesota.
(ii) The Fund has corporate power and authority to own,
lease and operate its properties and to conduct its business
as described in the Registration Statement and in the
Prospectus and to enter into and perform its obligations
under this Agreement.
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20
(iii) The Fund is duly qualified as a foreign
corporation to transact business and is in good standing in
each jurisdiction in which such qualification is required,
whether by reason of the ownership or leasing of property or
the conduct of business, except where the failure so to
qualify or to be in good standing would not result in a
Material Adverse Effect in respect of the Fund.
(iv) The Fund is registered with the Commission under
the Investment Company Act as a closed-end, diversified
management investment company; the provisions of the Charter
and the By-Laws of the Fund do not violate or conflict with
the requirements of the Investment Company Act and the rules
and regulations thereunder in any material respect; the
provisions of the Charter and the By-Laws of the Fund and the
investment policies and restrictions described in the
Prospectus under the captions "Investment Objective and
Policies", and "Certain Trading Strategies of the Fund" do not
in any material respect violate or conflict with the
requirements of the Investment Company Act and the rules and
regulations thereunder; and, to their Actual Knowledge, no
order of suspension or revocation of such registration under
the Investment Company Act has been issued or proceedings
therefor initiated or threatened by the Commission.
(v) The authorized, issued and outstanding shares
of capital stock of the Fund are as set forth in the
Prospectus in the column entitled "Actual" under the caption
"Capitalization" (except for subsequent issuances, if any,
pursuant to this Agreement and shares of Common Stock issued
in connection with the Fund's dividend reinvestment plan); the
outstanding shares of MuniPreferred and the outstanding shares
of Common Stock have been duly authorized and validly issued
and are fully paid and nonassessable (it being understood that
the shares of Common Stock issued in connection with the
rights offering as described in the Prospectus under the
caption "The Fund" and as described in the Final Judgment
Order entered on June 3, 1997 in the case of In Re Nuveen Fund
Litigation filed in the United States District Court
20
21
for the Northern District of Illinois (the "Order"), have been
duly authorized and validly issued and are fully paid and
nonassessable by virtue of the Order); and none of the
outstanding shares of capital stock of the Fund were issued in
violation of preemptive or other similar rights of any
security holder of the Fund.
(vi) The Shares have been duly authorized by the
requisite corporate action on the part of the Fund for
issuance and sale to the Underwriters pursuant to this
Agreement and, when issued and delivered by the Fund pursuant
to this Agreement against payment of the consideration set
forth in this Agreement, will be validly issued and fully paid
and nonassessable, with no personal liability attaching to the
ownership thereof; the shares of Common Stock and the Shares
conform in all material respects to all statements relating
thereto contained in the Registration Statement and in the
Prospectus, and such description conforms in all material
respects to the rights set forth in the Charter and the
By-Laws; the issuance of the Shares is not subject to
preemptive or other similar rights of any security holder of
the Fund arising by operation of law or under the Charter or
By-Laws; and the form of certificate evidencing the Shares
complies with all requirements of Minnesota law.
(vii) Each of this Agreement, the Auction Agreement and
the Letter of Representation has been duly authorized,
executed and delivered by the Fund and does not violate or
conflict with the applicable provisions of the Investment
Company Act and the Investment Advisers Act and the rules and
regulations under such acts in any material respect; each
constitutes a valid and binding obligation of the Fund,
enforceable against the Fund in accordance with its terms,
subject, as to enforcement, to bankruptcy, insolvency,
reorganization and other laws of general applicability
relating to or affecting creditors' rights and to general
equitable principles; the execution and delivery of this
Agreement, the Auction Agreement and the Letter of
Representation, and the performance by the Fund of its
obligations herein and therein (including the issuance and
sale of the Shares and the use of the
21
22
proceeds from the sale of the Shares as described in the
Prospectus under the caption "Use of Proceeds"), do not and
will not, whether with or without the giving of notice or the
lapse of time, or both, conflict with or constitute a breach
of, or a default under, or result in the creation or
imposition of any lien, charge or encumbrance upon any
property or assets of the Fund pursuant to, any material
contract, indenture, mortgage, deed of trust, loan or credit
agreement, note, lease or other material agreement or
instrument, in each case of which such counsel has Actual
Knowledge, to which the Fund is a party or by which it may be
bound, or to which any of the property or assets of the Fund
is subject; none of the foregoing actions will result in any
violation of the provisions of the Charter or the By-Laws of
the Fund, or any law, rule or regulation (or, to such
counsel's Actual Knowledge, administrative order or court
decree) applicable to the Fund of any jurisdiction, court,
Federal or state regulatory body, administrative agency or
other governmental body, stock exchange or securities
association having jurisdiction over the Fund or its
properties or operations; and no consent, approval,
authorization, order, registration or qualification of or with
any court or governmental or self-regulatory authority, agency
or body is required in connection with the issue and sale of
the Shares to the Underwriters or for the consummation by the
Fund of the other transactions contemplated by this Agreement,
the Auction Agreement or the Letter of Representation, except
such as has been obtained under the Investment Company Act and
the Securities Act and the Rules and Regulations or such as
may be required under the state securities or Blue Sky laws in
connection with the purchase and distribution of the Shares by
the Underwriters.
(viii) The Registration Statement has been declared
effective under the Securities Act and the Investment Company
Act; to the Actual Knowledge of such counsel, no stop order
suspending the effectiveness of the Registration Statement has
been issued under the Securities Act, nor to the Actual
Knowledge of such counsel have any proceedings therefor been
initiated or are threatened by the Commission; the
Notification is
22
23
effective under the Investment Company Act; and to the Actual
Knowledge of such counsel, no order has been issued in respect
of the Fund pursuant to Section 8(e) of the Investment Company
Act, nor to the Actual Knowledge of such counsel have any
proceedings therefor have been initiated or are being
threatened by the Commission.
(ix) At the time the Registration Statement became
effective and at the Closing Time, the Notification, the
Registration Statement and the Prospectus (other than the
financial statements included therein, as to which no opinion
need be rendered) complied and comply as to form in all
material respects with the requirements of the Securities Act
and the Investment Company Act and the Rules and Regulations.
If applicable, the Rule 434 Prospectus conforms to the
requirements of Rule 434 under the Rules and Regulations in
all material respects.
(x) The statements made in the Prospectus under the
captions "The Auction" and "Description of MuniPreferred",
insofar as they purport to summarize the provisions of the
Charter or other documents or agreements specifically referred
to therein, constitute fair summaries of the terms of such
documents in all material respects.
(xi) The statements made in the Prospectus under the
caption "Tax Matters -- Federal Income Tax Matters," insofar
as they constitute descriptions of statutes (or rules or
regulations) or legal conclusions, have been reviewed by such
counsel and constitute fair summaries of the matters purported
to be summarized, and fairly present the information called
for with respect thereto by Form N-2.
(xii) To such counsel's Actual Knowledge, there is not
any litigation or proceeding pending against the Fund or of
which the business or property of the Fund is the subject (or,
to the Actual Knowledge of such counsel, any threatened
litigation or proceeding against the Fund or any threatened
litigation or proceeding of which the business or property of
the Fund is threatened to be the
23
24
subject), which could affect the subject matter of this
Agreement, the Management Agreement, the Custody Agreement,
the Auction Agreement or the Letter of Representation or the
registration or good standing of the Fund with the Commission,
or is required to be disclosed in the Registration Statement
and in the Prospectus but which is not disclosed and correctly
summarized therein.
(xiii) To such counsel's Actual Knowledge, there are
no contracts, indentures, mortgages, deeds of trust, loan or
credit agreements, notes, leases or other agreements or
instruments of the Fund required to be described or referred
to in the Registration Statement or to be filed as exhibits
thereto under the Securities Act, the Investment Company Act
or the Rules and Regulations other than those described or
referred to therein or filed as exhibits thereto or
incorporated therein by reference as permitted by the Rules
and Regulations; the descriptions thereof are correct in all
material respects; references thereto are correct in all
material respects; and to such counsel's Actual Knowledge, no
default exists in the due performance or observance of any
obligation, agreement, covenant or condition contained in any
material contract, indenture, mortgage, deed of trust, loan or
credit agreement, note, lease or other material agreement or
instrument so described, referred to or filed.
(xiv) To such counsel's Actual Knowledge, the Fund is
not in violation of its Charter or By-Laws, or in default in
the performance or observance of any obligation, agreement,
covenant or condition contained in any material contract,
indenture, mortgage, deed of trust, loan or credit agreement,
note, lease or other material agreement or instrument to which
the Fund is a party or by which it may be bound, or to which
any of the property or assets of the Fund is subject, nor in
breach or violation of any judgment, decree, order, rule or
regulation of any court or governmental or self-regulatory
agency or body.
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25
(2) The favorable opinion, dated as of Closing Time,
of [INSERT NAME], [INSERT TITLE] of and General Counsel to the Adviser, in form
and substance satisfactory to counsel to the Underwriters, to the effect that:
(i) The Adviser has been duly incorporated and is
validly existing as a corporation in good standing under the
laws of the State of Delaware.
(ii) The Adviser has corporate power and authority to
own, lease and operate its properties and to conduct its
business as described in the Registration Statement and in
the Prospectus and to enter into and perform its obligations
under this Agreement.
(iii) The Adviser is duly qualified as a foreign
corporation to transact business and is in good standing in
each jurisdiction in which such qualification is required,
whether by reason of the ownership or leasing of property or
the conduct of business, except where the failure so to
qualify or to be in good standing would not result in a
material adverse effect on the Adviser.
(iv) The Adviser is duly registered and in good
standing with the Commission under the Investment Advisers Act
as an investment adviser and is not prohibited by the
Investment Advisers Act or the Investment Company Act, or the
rules and regulations under such acts or any other applicable
laws or regulations, from acting under the Management
Agreement for the Fund as contemplated by the Prospectus.
(v) There is not any litigation or proceeding pending
against the Fund or the Adviser or of which the business or
property of the Fund or the Adviser is the subject (or, to the
Actual Knowledge of such counsel, any threatened litigation or
proceeding against the Fund or the Adviser or any threatened
litigation or proceeding of which the business or property of
the Fund or the Adviser is threatened to be the subject),
which could affect the subject matter of this Agreement or the
Management Agreement or the registration or good standing
25
26
of the Adviser with the Commission, or is required to be
disclosed in the Registration Statement and in the Prospectus
but which is not disclosed and correctly summarized therein.
(vi) To such counsel's Actual Knowledge, totherhe
Adviser is not in violation of its corporate charter or
by-laws, or in default in the performance or observance of any
obligation, agreement, covenant or condition contained in any
material contract, indenture, mortgage, deed of trust, loan or
credit agreement, note, lease or other material agreement or
instrument to which the Adviser is a party or by which it may
be bound, or to which any of the property or assets of the
Adviser is subject, nor in breach or violation of any
judgment, decree, order, rule or regulation of any court or
governmental or self-regulatory agency or body.
(vii) Each of this Agreement and the Management
Agreement has been duly authorized, executed and delivered by
the Adviser, and does not violate or conflict with the
applicable provisions of the Investment Company Act and the
Investment Advisers Act and the rules and regulations under
such acts in any material respect; each constitutes a valid
and binding obligation of the Adviser, enforceable in
accordance with its terms, subject, as to enforcement, to
bankruptcy, insolvency, reorganization and other laws of
general applicability relating to or affecting creditors'
rights and to general equitable principles; to such counsel's
Actual Knowledge, neither the execution and delivery of this
Agreement or the Management Agreement by the Adviser, nor the
performance by the Adviser of its obligations hereunder or
thereunder, does or will, whether with or without the giving
of notice or the lapse of time, or both, conflict with or
constitute a breach of, or a default under, or result in the
creation or imposition of any lien, charge or encumbrance upon
any property or assets of the Adviser pursuant to, any
material contract, indenture, mortgage, deed of trust, loan or
credit agreement, note, lease or other material agreement or
instrument to which the Adviser is a party or by which the
Adviser is bound, or to which any of the property or assets of
the Adviser
26
27
is subject; none of the foregoing actions will result in any
violation of the corporate charter or by-laws of the Adviser
or any law, rule or regulation (or, to such counsel's Actual
Knowledge, administrative order or court decree) applicable to
the Adviser of any jurisdiction, court, Federal or state
regulatory body, administrative agency or other governmental
body, stock exchange or securities association having
jurisdiction over the Adviser or its properties or operations;
and no consent, approval, authorization, order, registration
or qualification of or with any court or governmental or
self-regulatory authority, agency or body is required in
connection with the execution, delivery and performance of
this Agreement and the Management Agreement by the Adviser,
except such as has been obtained under the Investment Advisers
Act or such as may be required under the Securities Act or
state securities or Blue Sky laws in connection with the
purchase and distribution of the Shares by the Underwriters.
(viii) The description of the Adviser in the
Registration Statement and in the Prospectus does not contain
any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary to
make the statements therein not misleading.
(3) In giving their opinion required by subsection (b)(1)
of this Section 6, Vedder, Price, Xxxxxxx & Kammholz additionally
shall state that they have endeavored to see that the Registration
Statement and Prospectus comply with the requirements of the
Securities Act, the Investment Company Act, and the Rules and
Regulations, but cannot, of course, make any representation as to the
accuracy or completeness of statements of fact contained in the
Registration Statement or the Prospectus. Nothing, however, has come
to their attention that would lead them to believe that the
Registration Statement (other than the financial statements and other
financial information included therein, as to which no opinion need be
rendered), at the time it became effective or at the Representation
Date, contained any untrue statement of a material fact or omitted to
state a material fact required to be stated therein or necessary to
make the statements therein
27
28
not misleading or that the Prospectus (other than the financial
statements and other financial information included therein, as to
which no opinion need be rendered), at the Representation Date (unless
the term "Prospectus" refers to a prospectus which has been provided
to the Underwriters by the Fund for use in connection with the
offering of the Shares which differs from the Prospectus on file at
the Commission at the time the Registration Statement becomes
effective, in which case at the time it first is provided to the
Underwriters for such use) or at Closing Time, contained any untrue
statement of a material fact or omitted to state a material fact
necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading. Such opinion
shall also contain a statement that such counsel has no reason to
believe that the Notification contains any untrue statement of a
material fact or omits to state any material fact required to be
stated therein or necessary in order to make the statements therein
not misleading. In rendering such opinions such counsel may state that
(a) the law covered by the opinions expressed herein is limited to the
federal law of the United States and the law of the State of Illinois,
Minnesota and New York; and (b) they have relied, as to all matters of
Minnesota law, solely on the opinion of Xxxxxx & Xxxxxxx, provided
that (i) such opinion of Xxxxxx & Xxxxxxx, in addition to covering all
matters involving Minnesota law that are covered in the opinion of
Vedder, Xxxxx, Xxxxxxx & Xxxxxxxx, shall state that (A) the Fund has
been duly incorporated under the laws of the State of Minnesota and
(B) the outstanding shares of MuniPreferred and the outstanding shares
of Common Stock have been duly authorized and validly issued and are
fully paid and nonassessable (it being understood that the shares of
Common Stock issued in connection with the rights offering as
described in the Prospectus under the caption "The Fund" and as
described in the Order have been duly authorized and validly issued
and are fully paid and nonassessable by virtue of the Order; and (ii)
Vedder, Price, Xxxxxxx & Kammholz shall furnish a copy thereof to the
Underwriters and state that such opinion is satisfactory in substance
and form and that the Underwriters and counsel to the Underwriters are
entitled to rely thereon. Xxxxxx, Xxxxx, Xxxxxxx & Xxxxxxxx and
Xxxxxx & Xxxxxxx may rely, as to matters of fact, upon certificates
and written statements of officers, employees of accountants
28
29
and the Transfer Agent for, the Fund and of the Adviser and of public
officials. Without limiting the generality of the foregoing, their
opinions with respect to the numbers of issued and outstanding shares
of the Fund may be based solely upon a certificate of the Transfer
Agent for the Fund.
(4) The favorable opinion, dated as of Closing Time, of Xxxxxx &
Xxxxxx, counsel to the Underwriters, in form and substance satisfactory to the
Underwriters, with respect to the matters set forth in clauses (i), (ii), (vi)
(but, insofar as clause (vi) relates to preemptive or other similar rights,
solely as to preemptive or other similar rights arising by operation of law or
under the Charter or By-Laws of the Fund), (vii) (but only insofar as clause
(vii) relates to the authorization, execution and delivery of this Agreement by
the Fund), (viii)-(ix)(except with respect to the last sentence of clause
(ix)), and (x) - (xi), inclusive, of subparagraph (b)(1) of this Section 6, and
the first sentence of subparagraph (b)(3) of this Section 6. In giving such
opinion such counsel may rely, as to all matters governed by jurisdictions
other than the law of the State of Illinois, upon the opinions of counsel
satisfactory to the Underwriters. Such counsel may rely, as to matters of
fact, upon certificates and written statements of officers and employees of the
Fund and the Adviser and of public officials.
(5) [INSERT DEFINITION OF "ACTUAL KNOWLEDGE."]
(c) At Closing Time, (i) the Registration Statement and the
Prospectus shall contain all statements which are required to be stated therein
in accordance with the Securities Act, the Investment Company Act and the Rules
and Regulations and shall conform to the requirements of the Securities Act,
the Investment Company Act and the Rules and Regulations in all material
respects, and neither the Registration Statement nor the Prospectus shall
contain any untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the statements therein,
in the light of the circumstances under which they were made, not misleading,
and no action, suit or proceeding at law or in equity shall be pending or, to
the knowledge of the Fund or the Adviser, threatened against the Fund or the
Adviser which would be required to be set forth in the Prospectus other than as
set forth therein, (ii) there shall not
29
30
have been, since the date hereof or since the respective dates as of which
information is given in the Registration Statement and in the Prospectus, any
Material Adverse Effect in respect of the Fund, (iii) no proceedings shall be
pending or, to the knowledge of the Fund, threatened against the Fund before or
by any Federal, state or other commission, board or administrative agency
wherein an unfavorable decision, ruling or finding would materially and
adversely affect the business, property, financial condition or income of the
Fund other than as set forth in the Registration Statement and in the
Prospectus, (iv) the Underwriters shall have received a certificate of the
President or a Vice President of the Fund and of the chief financial officer or
chief accounting officer of the Fund, dated as of the Closing Time, to the
effect that (A) there has been no material adverse change of the type
described in clause (ii) of this subparagraph (c), (B) the representations and
warranties in Section 1(a) hereof are true and correct with the same force and
effect as though expressly made at and as of Closing Time, (C) the Fund has
complied with all agreements and satisfied all conditions on its part to be
performed or satisfied at or prior to Closing Time, and (D) no stop order
suspending the effectiveness of the Registration Statement has been issued and
no proceedings for that purpose have been initiated or are pending or are
contemplated by the Commission.
(d) At Closing Time, (i) no action, suit or proceeding at law or
in equity shall be pending or, to the knowledge of the the Adviser, threatened
against the Fund or the Adviser which would be required to be set forth in the
Prospectus other than as set forth therein, (ii) there shall not have been,
since the date hereof or since the respective dates as of which information is
given in the Registration Statement and in the Prospectus, any Material Adverse
Effect in respect of the Adviser,(iii) the Adviser shall have the financial
resources available to it necessary for the performance of its services and
obligations as contemplated in the Registration Statement and the Prospectus,
(iv) no proceedings shall be pending or, to the knowledge of the Adviser,
threatened against the Fund or the Adviser before or by any Federal, state or
other commission, board or administrative agency wherein an unfavorable
decision, ruling or finding would materially and adversely affect the business,
property, financial condition or income of either the Fund or the Adviser other
than as set forth in the Registration Statement and in the Prospectus, and (v)
the Underwriters shall have received a certificate, dated as of Closing Time,
of the
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31
President or a Vice President of the Adviser, to the effect that (A) there has
been no material change of the type described in clause (ii) of this
subparagraph (d), (B) the representations and warranties in Sections 1(a) and
(b) hereof are true and correct with the same force and effect as though
expressly made at and as of Closing Time and (C) each of the Fund and the
Adviser has complied with all agreements and satisfied all conditions on its
part to be performed or satisfied at or prior to Closing Time.
(e) At the time of execution of this Agreement, the Underwriters
shall have received from Ernst & Young LLP a letter, dated such date, in form
and substance satisfactory to the Underwriters, to the effect that:
(i) they are independent auditors with respect to the
Fund within the meaning of the Securities Act and the Rules and
Regulations;
(ii) in their opinion, the financial statements
included in the Registration Statement and audited by them comply as
to form in all material respects with the applicable accounting
requirements of the Securities Act and the Investment Company Act and
the Rules and Regulations;
(iii) they have performed specified procedures, not
constituting an audit, including a reading of the latest available
interim financial statements of the Fund, a reading of the minute
books of the Fund, inquiries of officials of the Fund responsible for
financial accounting matters and such other inquiries and procedures
as may be specified in such letter, and on the basis of such inquiries
and procedures nothing came to their attention that caused them to
believe that (A) the unaudited financial statements as of [INSERT DATE
OF INTERIM FINANCIALS], 1997 included in the Registration Statement do
not comply as to form in all material respects with the applicable
accounting requirements of the Securities Act and the Investment
Company Act and of the Rules and Regulations applicable to unaudited
interim financial statements included in registration statements or
are not in conformity with generally accepted accounting principles
applied on a basis substantially consistent with that of the audited
financial statements included in the Registration Statement, and (B)
during the period from [INSERT DATE OF
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INTERIM FINANCIALS], 1997 to a specified date not more than three days
prior to the date of this Agreement, there was any change in the
capital stock or net assets of the Fund (other than by reason of the
issuance of shares of Common Stock in connection with the Fund's
dividend reinvestment plan, as specified in such letter) or any
increase in the long-term debt of the Fund, as compared with amounts
shown on the unaudited financial statements included in the
Registration Statement, except for changes which the Registration
Statement discloses have occurred or may occur; and
(iv) in addition to the procedures referred to in
clause (iii) above, they have performed other specified procedures,
not constituting an audit, with respect to certain amounts,
percentages, numerical data, financial information and financial
statements appearing in the Registration Statement, which previously
have been specified by such accountants and which shall be specified
in such letter, and have compared certain of such items with, and have
found such items to be in agreement with, the accounting and financial
records of the Fund.
(f) At Closing Time, the Underwriters shall have received from
Xxxxx & Young LLP a letter, dated as of Closing Time, to the effect that they
reaffirm the statements made in the letter furnished pursuant to subsection (e)
of this Section 6, except that the "specified date" referred to shall be a date
not more than three days prior to Closing Time.
(g) At Closing Time, the Shares shall be rated at least "aaa" by
Xxxxx'x Investor's Service, Inc. and "AAA" by Standard & Poor's Ratings Group,
a division of XxXxxx-Xxxx, Inc., and the Fund shall have delivered to the
Underwriters a letter, dated the Closing Time, from each such rating agency, or
other evidence satisfactory to the Underwriters, confirming that the Shares
have such ratings; and since the date of this Agreement, there shall not have
occurred a downgrading in the rating assigned to any securities issued by the
Fund by any "nationally recognized statistical rating agency", as the term is
defined by the Commission for purposes of Rule 436(g)(2) under the Securities
Act, and no such organization shall have publicly announced that it has under
surveillance or review its rating of any outstanding securities issued by the
Fund.
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33
(h) At Closing Time, counsel to the Underwriters shall have been
furnished with such documents and opinions as they reasonably may require for
the purpose of enabling them to pass upon the issuance and sale of the Shares
as herein contemplated and to pass upon related proceedings, or in order to
evidence the accuracy of any of the representations or warranties, or the
fulfillment of any of the conditions, herein contained; and all proceedings
taken by the Fund and the Adviser in connection with the organization and
registration of the Fund under the Investment Company Act and the issuance and
sale of the Shares as herein contemplated shall be satisfactory in form and
substance to the Underwriters and their counsel.
If any condition specified in this Section 6 shall not have been
fulfilled when and as required to be fulfilled, this Agreement may be
terminated by the Underwriters by notice to the Fund at any time at or prior to
Closing Time, and such termination shall be without liability of any party to
any other party, except as provided in Section 5 hereof and except that
Sections 1, 7, 8 and 9 hereof shall survive any such termination and remain in
full force and effect.
SECTION 7. Indemnification. (a) The Fund and the Adviser jointly
and severally agree to indemnify and hold harmless each Underwriter and each
person, if any, who controls any Underwriter within the meaning of Section 15
of the Securities Act or Section 20 of the Securities Exchange Act of 1934, as
amended (the "Securities Exchange Act"), as follows:
(i) against any and all loss, liability, claim,
damage and expense whatsoever, as incurred, arising out of any untrue
statement or alleged untrue statement of a material fact contained in
the Registration Statement (or any amendment thereto), including the
information deemed to be part of the Registration Statement pursuant
to Rule 430A or Rule 434 of the Rules and Regulations, if applicable,
or the omission or alleged omission therefrom of a material fact
required to be stated therein or necessary to make the statements
therein not misleading or arising out of any untrue statement or
alleged untrue statement of a material fact contained in any
preliminary prospectus or statement of additional information, or in
the Prospectus (or in any amendment or supplement thereto), or the
omission or alleged omission therefrom of a
33
34
material fact necessary in order to make the statements therein, in
the light of the circumstances under which they were made, not
misleading;
(ii) against any and all loss, liability, claim,
damage and expense whatsoever, as incurred, to the extent of the
aggregate amount paid in settlement of any litigation, or any
investigation or proceeding by any governmental agency or body,
commenced or threatened, or of any claim whatsoever based upon any
such untrue statement or omission, or any such alleged untrue
statement or omission; provided that (subject to Section 7(d) below)
any such settlement is effected with the written consent of the
indemnifying party; and
(iii) against any and all expense whatsoever, as
incurred (including the fees and disbursements of counsel chosen by
Xxxxxxx Xxxxx), reasonably incurred in investigating, preparing or
defending against any litigation, or any investigation or proceeding
by any governmental agency or body, commenced or threatened, or any
claim whatsoever based upon any such untrue statement or omission, or
any such alleged untrue statement or omission, to the extent that any
such expense is not paid under (i) or (ii) above;
provided, however, that this indemnity agreement shall not apply to any loss,
liability, claim, damage or expense to the extent arising out of any untrue
statement or omission or alleged untrue statement or omission made in reliance
upon and in conformity with written information furnished to the Fund by any
Underwriter through Xxxxxxx Xxxxx expressly for use in the Registration
Statement (or in any amendment or supplement thereto), including the
information deemed to be a part of the Registration Statement pursuant to Rule
430A or Rule 434 of the Rules and Regulations, or in any preliminary prospectus
or statement of additional information or in the Prospectus (or in any
amendment or supplement thereto).
(b) Each Underwriter severally agrees to indemnify and hold
harmless the Fund and the Adviser, their respective directors, each of the
Fund's officers who signed the Registration Statement, and each person, if any,
who controls the Fund or the Adviser within the meaning of Section 15 of the
Securities Act or Section 20 of the Securities Exchange Act, against any and
all loss, liability, claim, damage and expense described in the indemnity
contained in
34
35
subsection (a) of this Section 7, as incurred, but only with respect to untrue
statements or omissions, or alleged untrue statements or omissions, made in the
Registration Statement (or in any amendment or supplement thereto), including
the information deemed to be a part of the Registration Statement pursuant to
Rule 430A or Rule 434 of the Rules and Regulations, or in any preliminary
prospectus or statement of additional information or in the Prospectus (or in
any amendment or supplement thereto) in reliance upon and in conformity with
written information furnished to the Fund by such Underwriter through Xxxxxxx
Xxxxx expressly for use in the Registration Statement (or in any amendment or
supplement thereto), including the information deemed to be a part of the
Registration Statement pursuant to Rule 430A or Rule 434 of the Rules and
Regulations, or in any preliminary prospectus or statement of additional
information or in the Prospectus (or in any amendment or supplement thereto).
(c) Each indemnified party shall give notice as promptly as
reasonably practicable to each indemnifying party of any action commenced
against it in respect of which indemnity may be sought hereunder, but failure
to so notify an indemnifying party shall not relieve such indemnifying party
from any liability hereunder to the extent it is not materially prejudiced as a
result thereof and in no event shall relieve it from any liability which it may
have otherwise than on account of this indemnity agreement. In the case of
parties indemnified pursuant to Section 7(a) above, counsel to the indemnified
parties shall be selected by Xxxxxxx Xxxxx, and, in the case of parties
indemnified pursuant to Section 7(b) above, counsel to the indemnified parties
shall be selected by the Fund. An indemnifying party may participate at its own
expense in the defense of any such action; provided, however, that counsel to
the indemnifying party shall not (except with the consent of the indemnified
party) also be counsel to the indemnified party. In no event shall the
indemnifying parties be liable for the fees and expenses of more than one
counsel (in addition to any local counsel) separate from their own counsel for
all indemnified parties in connection with any one action or separate but
similar or related actions in the same jurisdiction arising out of the same
general allegations or circumstances. No indemnifying party shall, without the
prior written consent of the indemnified parties, settle or compromise or
consent to the entry of any judgment with respect to any litigation, or any
investigation or proceeding by any governmental agency or body, commenced or
threatened, or any
35
36
claim whatsoever in respect of which indemnification or contribution could be
sought under this Section 7 or Section 8 hereof (whether or not the indemnified
parties are actual or potential parties thereto), unless such settlement,
compromise or consent (i) includes an unconditional release of each indemnified
party from all liability arising out of such litigation, investigation,
proceeding or claim and (ii) does not include a statement as to or an admission
of fault, culpability or a failure to act by or on behalf of any indemnified
party.
(d) If at any time an indemnified party shall have requested an
indemnifying party to reimburse the indemnified party for fees and expenses of
counsel, such indemnifying party agrees that it shall be liable for any
settlement of the nature contemplated by Section 7 (a)(ii) hereof effected
without its written consent if (i) such settlement is entered into more than 45
days after receipt by such indemnifying party of the aforesaid request, (ii)
such indemnifying party shall have received notice of the terms of such
settlement at least 30 days prior to such settlement being entered into and
(iii) such indemnifying party shall not have reimbursed such indemnified party
in accordance with such request prior to the date of such settlement.
SECTION 8. Contribution. If the indemnification provided for in
Section 7 hereof is for any reason unavailable to or insufficient to hold
harmless an indemnified party in respect of any losses, liabilities, claims,
damages or expenses referred to therein, then each indemnifying party shall
contribute to the aggregate amount of such losses, liabilities, claims, damages
and expenses incurred by such indemnified party, as incurred, (i) in such
proportion as is appropriate to reflect the relative benefits received by the
Fund and the Adviser on the one hand and the Underwriters on the other hand
from the offering of the Shares pursuant to this Agreement or (ii) if the
allocation provided by clause (i) is not permitted by applicable law, in such
proportion as is appropriate to reflect not only the relative benefits referred
to in clause (i) above but also the relative fault of the Fund and the Adviser
on the one hand and of the Underwriters on the other hand in connection with
the statements or omissions which resulted in such losses, liabilities, claims,
damages or expenses, as well as any other relevant equitable considerations.
36
37
The relative benefits received by the Fund and the Adviser on the one
hand and the Underwriters on the other hand in connection with the offering of
the Shares pursuant to this Agreement shall be deemed to be in the same
respective proportions as the total net proceeds from the offering of the
Shares pursuant to this Agreement (before deducting expenses) received by the
Fund and the total underwriting discount received by the Underwriters, in each
case as set forth on the cover of the Prospectus, or, if Rule 434 is used, the
corresponding location on the term sheet, bear to the aggregate initial public
offering price of the Shares as set forth on such cover.
The relative fault of the Fund and the Adviser on the one hand and the
Underwriters on the other hand shall be determined by reference to, among other
things, whether any such untrue or alleged untrue statement of a material fact
or omission or alleged omission to state a material fact relates to information
supplied by the Fund and the Adviser or by the Underwriters and the parties'
relative intent, knowledge, access to information and opportunity to correct or
prevent such statement or omission.
The Fund, the Adviser and the Underwriters agree that it would not be
just and equitable if contribution pursuant to this Section 8 were determined
by pro rata allocation (even if the Underwriters were treated as one entity for
such purpose) or by any other method of allocation which does not take account
of the equitable considerations referred to above in this Section 8. The
aggregate amount of losses, liabilities, claims, damages and expenses incurred
by an indemnified party and referred to above in this Section 8 shall be deemed
to include any legal or other expenses reasonably incurred by such indemnified
party in investigating, preparing or defending against any litigation, or any
investigation or proceeding by any governmental agency or body, commenced or
threatened, or any claim whatsoever based upon any such untrue or alleged
untrue statement or omission or alleged omission.
Notwithstanding the provisions of this Section 8, no Underwriter shall
be required to contribute any amount in excess of the amount by which the total
price at which the Shares underwritten by it and distributed to the public were
offered to the public exceeds the amount of any damages which such Underwriter
has otherwise been required to pay by reason of any such untrue or alleged
untrue statement or omission or alleged omission.
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38
No person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Securities Act) shall be entitled to contribution from
any person who was not guilty of such fraudulent misrepresentation.
For purposes of this Section 8, each person, if any, who controls an
Underwriter within the meaning of Section 15 of the Securities Act or Section
20 of the Securities Exchange Act shall have the same rights to contribution as
such Underwriter, and each director of the Fund or of the Adviser,
respectively, each officer of the Fund who signed the Registration Statement,
and each person, if any, who controls the Fund and the Adviser within the
meaning of Section 15 of the Securities Act or Section 20 of the Securities
Exchange Act shall have the same rights to contribution as the Fund and the
Adviser, respectively. The Underwriters' respective obligations to contribute
pursuant to this Section 8 are several in proportion to the number of Shares
set forth opposite their respective names in Schedule A hereto and not joint.
SECTION 9. Representations, Warranties and Agreements to Survive
Delivery. All representations, warranties and agreements contained in this
Agreement, or contained in certificates of officers of the Fund or of the
Adviser submitted pursuant hereto or thereto, shall remain operative and in
full force and effect, regardless of any investigation made by or on behalf of
any Underwriter or controlling person, or by or on behalf of the Fund or the
Adviser, and shall survive delivery of the Shares to the Underwriters.
SECTION 10. Termination of Agreement. (a) The Underwriters
may terminate this Agreement, by notice to the Fund, at any time at or prior to
Closing Time (i) if there has been, since the time of execution of this
Agreement or since the respective dates as of which information is given in the
Prospectus, any Material Adverse Effect in respect of the Fund or the Adviser,
or (ii) if there has occurred any material adverse change in the financial
markets in the United States, any outbreak of hostilities or escalation thereof
or other calamity or crisis or any change or development involving a
prospective change in national or international political, financial or
economic conditions, in each case the effect of which is such as to make it, in
the judgment of the Underwriters, impracticable to market the Shares or to
enforce contracts for the sale of the Shares, or (iii) if trading in any
38
39
securities issued by the Fund has been suspended or materially limited by the
Commission or the New York Stock Exchange, or if trading generally on either
the New York Stock Exchange or the American Stock Exchange or in the NASDAQ
National Market has been suspended or materially limited, or minimum or maximum
prices for trading have been fixed, or maximum ranges for prices for securities
have been required, by either of said exchanges or by such market or by order
of the Commission, the National Association of Securities Dealers, Inc. or any
other governmental authority, or (iv) if a banking moratorium has been declared
by Federal, Illinois, Minnesota or New York authorities.
(b) If this Agreement is terminated pursuant to this Section 10,
such termination shall be without liability of any party to any other party
except as provided in Section 5 hereof, and provided further that Sections 1,
7, 8 and 9 hereof shall survive such termination and remain in full force and
effect.
SECTION 11. Default by One or More of the Underwriters. If one or
more of the Underwriters shall fail at Closing Time to purchase the Shares
which it or they are obligated to purchase under this Agreement (the "Defaulted
Shares"), the Underwriters shall have the right, within 24 hours thereafter, to
make arrangements for one or more of the non-defaulting Underwriters, or any
other underwriters, to purchase all, but not less than all, of the Defaulted
Shares in such amounts as may be agreed upon and upon the terms herein set
forth; if, however, the Underwriters shall not have completed such arrangements
within such 24-hour period, then:
(a) if the number of Defaulted Shares does not exceed 10% of the
Shares, each of the non-defaulting Underwriters shall be obligated, severally
and not jointly, to purchase the full amount thereof in the proportions that
their respective underwriting obligations hereunder bear to the underwriting
obligations of all non-defaulting Underwriters, or
(b) if the number of Defaulted Shares exceeds 10% of the Shares,
this Agreement shall terminate without liability on the part of any
non-defaulting Underwriter.
No action taken pursuant to this Section shall relieve any
defaulting Underwriter from liability in respect of its default.
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40
In the event of any such default which does not result in a
termination of this Agreement, either the Underwriters or the Fund shall have
the right to postpone Closing Time for a period not exceeding seven days in
order to effect any required changes in the Registration Statement or
Prospectus or in any other documents or arrangements. As used herein, the term
"Underwriter" includes any person substituted for an Underwriter under this
Section 11.
SECTION 12. Notices. All notices and other communications hereunder
shall be in writing and shall be deemed to have been duly given if mailed or
transmitted by any standard form of written telecommunication. Notices to the
Underwriters shall be directed to the Underwriters at North Tower, World
Financial Center, New York, New York 10281-1305, Attention:
_______________________; and notices to the Fund or to the Adviser shall be
directed to each of them at 000 Xxxx Xxxxxx Xxxxx, Xxxxxxx, Xxxxxxxx 00000,
Attention: ______________, [TITLE].
SECTION 13. Parties. This Agreement shall inure to the benefit of
and be binding upon the Underwriters, the Fund, the Adviser and their
respective successors. Nothing expressed or mentioned in this Agreement is
intended or shall be construed to give any person, firm or corporation, other
than the parties hereto and their respective successors and the controlling
persons and officers and directors referred to in Sections 7 and 8 hereof and
their heirs and legal Underwriters, any legal or equitable right, remedy or
claim under or in respect of this Agreement or any provision herein or therein
contained. This Agreement and all conditions and provisions hereof and thereof
are intended to be for the sole and exclusive benefit of the parties hereto and
thereto and their respective successors, and said controlling persons and
officers and directors and their heirs and legal Underwriters, and for the
benefit of no other person, firm or corporation. No purchaser of Shares from
any Underwriter shall be deemed to be a successor merely by reason of such
purchase.
SECTION 14. Governing Law and Time. This Agreement shall be governed
by and construed in accordance with the laws of the State of New York
applicable to agreements made and to be performed in said State. Except as
otherwise set forth herein, specified times of day refer to New York City time.
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SECTION 15. Effect of Headings. The Section headings herein are for
convenience only and shall not affect the construction hereof.
If the foregoing is in accordance with your understanding of our
agreement, please sign and return to us a counterpart hereof, whereupon this
instrument, along with all counterparts, will become a single binding agreement
between the Underwriters and the Fund and the Adviser in accordance with its
terms.
Very truly yours,
NUVEEN PREMIUM INCOME MUNICIPAL FUND, INC.
By:
____________________________________
Authorized Officer
NUVEEN ADVISORY CORP.
By:
_____________________________________
Authorized Officer
CONFIRMED AND ACCEPTED,
as of the date first above written:
XXXXXXX XXXXX & CO.
XXXXXXX XXXXX, XXXXXX, XXXXXX & XXXXX
INCORPORATED
BT Xxxx.Xxxxx
Xxxxxxx, Xxxxx & Co.
Xxxx Xxxxxx & Co. Incorporated
Xxxxxx Brothers
PaineWebber Incorporated
Prudential Securities Incorporated
Xxxxx Xxxxxx Inc.
By: XXXXXXX XXXXX, XXXXXX, XXXXXX & XXXXX
INCORPORATED
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By: _________________________________
Authorized Signatory
42
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SCHEDULE A
Underwriter Series
Xxxxxxx Xxxxx, Xxxxxx, Xxxxxx & Xxxxx
Incorporated. . . . . . . . . . . . . . . . . . . . . . . . . . . .
*
BT Xxxx.Xxxxx Incorporated . . . . . . . . . . . . . . . . . . . . *
Xxxxxxx, Xxxxx & Co. . . . . . . . . . . . . . . . . . . . . . . . *
Xxxx Xxxxxx & Co. Incorporated . . . . . . . . . . . . . . . . . . *
Xxxxxx Brothers Inc. . . . . . . . . . . . . . . . . . . . . . . . *
PaineWebber Incorporated . . . . . . . . . . . . . . . . . . . . . *
Prudential Securities Incorporated . . . . . . . . . . . . . . . . *
Xxxxx Xxxxxx Inc. . . . . . . . . . . . . . . . . . . . . . . . . *
-----
Total . . . . . . . . . . . . . . . . . . . . . . . . . 1,000
=====
43
