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Nuveen Investments
333 West Wacker Drive
Chicago, IL 60606
________, 2001
Mr. William G. McCoy
Managing Director, Equity Capital Markets
Salomon Smith Barney Inc.
388 Greenwich Street
New York, NY 10013
Dear Mr. McCoy:
Reference is made to Nuveen Arizona Dividend Advantage Municipal Fund,
Nuveen Connecticut Dividend Advantage Municipal Fund, Nuveen Maryland Dividend
Advantage Municipal Fund, Nuveen Massachusetts Dividend Advantage Municipal
Fund, Nuveen North Carolina Dividend Advantage Municipal Fund and Nuveen
Virginia Dividend Advantage Municipal Fund. Each such fund currently is making
an initial public offering of its common shares of beneficial interest (the
"Shares") through several underwriters. Such offerings are referred to herein,
collectively, as the "Offerings" and, individually, as an "Offering". You are
acting as lead manager and representative (the "Representative") of the
underwriters of each Offering and we are participating as a manager and
underwriter of each Offering.
We have requested that we be able to offer certain broker-dealers the
opportunity to participate as selling dealers in one or more of the Offerings.
This letter is to confirm our agreement with you as to the terms and conditions
on which we may offer to sell, and sell, Shares to broker-dealers with whom we
regularly transact business (collectively, the "Nuveen Selected Dealers" and,
individually, a "Nuveen Selected Dealer"):
a. each Nuveen Selected Dealer to whom we offer to sell, or sell, Shares
shall have entered into a master selected dealer agreement ("Selected Dealer
Agreement") with Nuveen, the form of which is attached hereto as Exhibit A;
b. before offering to sell, or selling, Shares to a Nuveen Selected
Dealer, Nuveen will carry out such independent investigations as it deems
necessary to
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determine that such dealer satisfies the criteria set forth in Section 6 of the
Selected Dealer Agreement;
c. we will act under and enforce each Selected Dealer Agreement only with
your consent (which shall not be unreasonably withheld) or upon your
instruction;
d. we shall not allow to any Nuveen Selected Dealer purchasing Shares in
an Offering a selling concession that is in an amount in excess of the maximum
selling concession set by you for selected dealers for that Offering; and
e. we agree upon instruction from you, subject to the other terms of the
Offerings, to pay for and purchase all Shares that we reserve in the Offerings,
whether such Shares are reserved by us for our own account or for the account of
one or more Nuveen Selected Dealers, and we agree to make all purchases of
Shares in accordance with Master Agreement among Underwriters dated May 18, 1985
between the Representatives and Nuveen and the underwriting agreement for the
Offering of such Shares.
If the foregoing correctly sets forth our understanding regarding the
matters described herein, please so indicate by signing a copy of this letter
where indicated below and returning the signed copy of this letter to us. For
your convenience, a duplicate copy of this letter has been included.
NUVEEN INVESTMENTS
By____________________________
Name:
Title:
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Acknowledged and agreed to as of this
27th day of April, 1999 on behalf of themselves
and, in respect of an Offering, the other
underwriters of the Offering.
by: SALOMON SMITH BARNEY INC.
SALOMON SMITH BARNEY INC.,
as Representative of the Underwriters
By___________________________________
Name: William McCoy
Title: Managing Director, Equity Capital Markets
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