|
|
|
NUVEEN PREFERRED AND CONVERTIBLE INCOME FUND
Common Shares
UNDERWRITING AGREEMENT
________, 2003
Salomon Smith Barney Inc.
Nuveen Investments, LLC
A.G. Edwards & Sons, Inc.
Prudential Securities Incorporated
Wachovia Securities, Inc.
Advest, Inc.
Robert W. Baird & Co. Incorporated
H&R Block Financial Advisors, Inc.
Fahnestock & Co. Inc.
Ferris, Baker Watts, Incorporated
Janney Montgomery Scott LLC
Legg Mason Wood Walker, Incorporated
McDonald Investments Inc., a KeyCorp Company
Quick & Reilly, Inc. A FleetBoston Financial Company
RBC Dain Rauscher Inc.
Ryan Beck & Co., Inc.
Stifel, Nicolaus & Company, Incorporated
TD Waterhouse Investor Services, Inc.
Wedbush Morgan Securities Inc.
Wells Fargo Securities, LLC
As Representatives of the Several Underwriters
c/o Salomon Smith Barney Inc.
388 Greenwich Street
New York, New York 10013
Dear Sirs:
The undersigned, Nuveen Preferred and Convertible Income Fund, a
Massachusetts business trust (the "Fund"), Nuveen Institutional Advisory Corp.,
a Delaware corporation (the "Investment Adviser"), Spectrum Asset Management,
Inc., a Connecticut corporation ("Spectrum"), and Froley, Revy Investment
Co., Inc., a California corporation ("Froley, Revy" and, together with
Spectrum, the "Subadvisers" and the Subadvisers, together with the Investment
Adviser, the "Advisers"), address you as Underwriters and as the representatives
(the "Representatives") of each of the other persons, firms and corporations, if
any, listed in Schedule I hereto (herein collectively called "Underwriters").
The Fund proposes to issue and sell an aggregate of _____ shares (the "Firm
Shares") of its common shares of beneficial interest, $0.01 par value per share
(the "Common Shares"), to the several Underwriters. The Fund also proposes to
sell to the Underwriters, upon the terms and conditions set forth in Section 2
hereof,
{PAGE}
up to an additional _____ Common Shares (the "Additional Shares"). The Firm
Shares and Additional Shares are hereinafter collectively referred to as the
"Shares".
The Fund and the Advisers wish to confirm as follows their agreements with
you and the other several Underwriters on whose behalf you are acting in
connection with the several purchases of the Shares by the Underwriters.
The Fund has entered into an investment management agreement with the
Investment Adviser dated February 20, 2003, a Master Custodian Agreement with
State Street Bank and Trust Company dated as of August 19, 2002 and effective as
of March __, 2003, and a Shareholder Transfer Agency and Service Agreement with
State Street Bank and Trust Company dated October 7, 2002 and effective as of
March 26, 2003, and such agreements are herein referred to as the "Management
Agreement", the "Custodian Agreement" and the "Transfer Agency Agreement",
respectively. The Investment Adviser has entered into an investment sub-advisory
agreement with Spectrum dated March 14, 2003, and an investment sub-advisory
agreement with Froley, Revy dated March 14, 2003, and such agreements are herein
referred to as the "Spectrum Sub-Advisory Agreement" and the "Froley, Revy
Sub-Advisory Agreement", respectively. Collectively, (i) the Management
Agreement, the Custodian Agreement and the Transfer Agency Agreement are herein
referred to as the "Fund Agreements" and (ii) the Spectrum Sub-Advisory
Agreement and the Froley, Revy Sub-Advisory Agreement are herein referred to as
the "Sub-Advisory Agreements". This Underwriting Agreement is herein referred to
as the "Agreement".
1. Registration Statement and Prospectus. The Fund has prepared and filed
with the Securities and Exchange Commission (the "Commission") in accordance
with the provisions of the Securities Act of 1933, as amended (the "1933 Act"),
the Investment Company Act of 1940, as amended (the "1940 Act"), and the rules
and regulations of the Commission under the 1933 Act (the "1933 Act Rules and
Regulations") and the 1940 Act (the "1940 Act Rules and Regulations" and,
together with the 1933 Act Rules and Regulations, the "Rules and Regulations") a
registration statement on Form N-2 (File Nos. 333-102903 and 811-21293) under
the 1933 Act and the 1940 Act and may, pursuant to the Rules and Regulations,
prepare and file an additional registration statement relating to a portion of
the Shares pursuant to Rule 462(b) of the 1933 Act Rules and Regulations (a
"462(b) Registration Statement") (collectively, the "registration statement"),
including a prospectus (including any statement of additional information)
relating to the Shares and a notification of registration of the Fund as an
investment company under the 1940 Act on Form N-8A (the "1940 Act
Notification"). The term "Registration Statement" as used in this Agreement
means the registration statement (including all financial schedules and
exhibits), as amended at the time it becomes effective under the 1933 Act or, if
the registration statement became effective under the 1933 Act prior to the
execution of this Agreement, as amended or supplemented, at the time it became
effective prior to the execution of this Agreement, and includes any information
deemed to be included by Rule 430A under the 1933 Act Rules and Regulations. If
it is contemplated, at the time this Agreement is executed, that a
post-effective amendment to the registration statement will be filed under the
1933 Act and must be declared effective before the offering of the Shares may
commence, the term "Registration Statement" as used in this Agreement means the
registration statement as amended by said post-effective amendment. For the
avoidance of doubt, if the Fund has filed a 462(b) Registration Statement, the
term "Registration Statement" as used in this Agreement shall
2
{PAGE}
include such 462(b) Registration Statement. The term "Prospectus" as used in
this Agreement means the prospectus (including the statement of additional
information) in the form included in the Registration Statement or, if the
prospectus (including the statement of additional information) included in the
Registration Statement omits information in reliance on Rule 430A and such
information is included in a prospectus (including the statement of additional
information) filed with the Commission pursuant to Rule 497(h) under the 1933
Act Rules and Regulations, the term "Prospectus" as used in this Agreement means
the prospectus (including the statement of additional information) in the form
included in the Registration Statement as supplemented by the addition of the
information contained in the prospectus (including the statement of additional
information) filed with the Commission pursuant to Rule 497(h). The term
"Prepricing Prospectus" as used in this Agreement means the prospectus
(including the statement of additional information) subject to completion in the
form included in the registration statement at the time of the initial filing of
the registration statement with the Commission and as such prospectus (including
the statement of additional information) shall have been amended from time to
time prior to the date of the Prospectus, together with any other prospectus
(including any other statement of additional information) relating to the Fund
other than the Prospectus.
The Fund has furnished the Representatives with copies of such Registration
Statement, each amendment to such Registration Statement filed with the
Commission and each Prepricing Prospectus.
2. Agreements to Sell and Purchase. The Fund hereby agrees, subject to all
the terms and conditions set forth herein, to issue and to sell to each
Underwriter and, upon the basis of the representations, warranties and
agreements of the Fund and the Advisers herein contained and subject to all of
the other terms and conditions set forth herein, each Underwriter agrees,
severally and not jointly, to purchase from the Fund at a purchase price per
share of $14.325 (the "purchase price per share"), the number of Firm Shares set
forth opposite the name of such Underwriter in Schedule I hereto (or such number
of Firm Shares increased as set forth in Section 10 hereof).
The Fund also agrees, subject to all the terms and conditions set forth
herein, to issue and to sell to the Underwriters and, upon the basis of the
representations, warranties and agreements of the Fund and the Advisers herein
contained and subject to all of the other terms and conditions set forth herein,
the Underwriters shall have the right to purchase from the Fund, at the purchase
price per share, pursuant to an option (the "over-allotment option") which may
be exercised at any time and from time to time prior to 9:00 P.M., New York City
time, on the 45th day after the date of the Prospectus (or if such 45th day
shall be a Saturday or a Sunday or a holiday, on the next business day
thereafter when the New York Stock Exchange (the "NYSE") is open for trading) up
to an aggregate of ______ Additional Shares. Additional Shares may be purchased
solely for the purpose of covering over-allotments made in connection with the
offering of the Firm Shares. Upon any exercise of the over-allotment option,
upon the basis of the representations, warranties and agreements of the Fund and
the Advisers herein contained and subject to all of the other terms and
conditions set forth herein, each Underwriter agrees, severally and not jointly,
to purchase from the Fund the number of Additional Shares (subject to such
|
End of Preview |
Home Intelligence Services Subscriptions News About Us