INVESTMENT MANAGEMENT AGREEMENT
Exhibit 6(a)
AGREEMENT made this 13th day of November 2007, by and between Nuveen Insured Tax-Free Advantage
Municipal Fund, a Massachusetts business trust (the “Fund”), and NUVEEN ASSET MANAGEMENT, a
Delaware corporation (the “Adviser”).
W I T N E S S E T H
In consideration of the mutual covenants hereinafter contained, it is hereby agreed by and between
the parties hereto as follows:
1. The Fund hereby employs the Adviser to act as the investment adviser for, and to manage the
investment and reinvestment of the assets of the Fund in accordance with the Fund’s investment
objective and policies and limitations, and to administer the Fund’s affairs to the extent
requested by and subject to the supervision of the Board of Trustees of the Fund for the period and
upon the terms herein set forth. The investment of the Fund’s assets shall be subject to the
Fund’s policies, restrictions and limitations with respect to securities investments as set forth
in the Fund’s then current registration statement under the Investment Company Act of l940, and all
applicable laws and the regulations of the Securities and Exchange Commission relating to the
management of registered closed-end, diversified management investment companies.
The Adviser accepts such employment and agrees during such period to render such services, to
furnish office facilities and equipment and clerical, bookkeeping and administrative services
(other than such services, if any, provided by the Fund’s transfer agent) for the Fund, to permit
any of its officers or employees to serve without compensation as trustees or officers of the Fund
if elected to such positions, and to assume the obligations herein set forth for the compensation
herein provided. The Adviser shall, for all purposes herein provided, be deemed to be an
independent contractor and, unless otherwise expressly provided or authorized, shall have no
authority to act for nor represent the Fund in any way, nor otherwise be deemed an agent of the
Fund.
2. For the services and facilities described in Section l, the Fund will pay to the Adviser, at the
end of each calendar month, an investment management fee equal to the sum of a Fund-Level Fee and a
Complex-Level Fee.
A. The Fund Level Fee shall be computed by applying the following annual rate to the average
total daily net assets of the Fund:
| Average Total Daily Net Assets (1) | Rate | |||
For the first $125 million |
.4500 | % | ||
For the next $125 million |
.4375 | % | ||
For the next $250 million |
.4250 | % | ||
For the next $500 million |
.4125 | % | ||
For the next $1 billion |
.4000 | % | ||
For net assets of $2 billion and over |
.3750 | % | ||
| (1) | Including net assets attributable to MuniPreferred Shares. |
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B. The Complex-Level Fee shall be calculated by reference to the daily net assets of the
Eligible Funds, as defined below (with such daily net assets to include, in the case of
Eligible Funds whose advisory fees are calculated by reference to net assets that include
net assets attributable to preferred stock issued by or borrowings by the fund, such
leveraging net assets) (“Complex-Level Assets”), pursuant to the following annual fee
schedule:
| Complex-Level | ||||
| Managed Assets | ||||
| Breakpoint Level | Effective Rate at | |||
| ($million) | Breakpoint Level | |||
55,000 |
.2000 | % | ||
56,000 |
.1996 | % | ||
57,000 |
.1989 | % | ||
60,000 |
.1961 | % | ||
63,000 |
.1931 | % | ||
66,000 |
.1900 | % | ||
71,000 |
.1851 | % | ||
76,000 |
.1806 | % | ||
80,000 |
.1773 | % | ||
91,000 |
.1691 | % | ||
125,000 |
.1599 | % | ||
200,000 |
.1505 | % | ||
250,000 |
.1469 | % | ||
300,000 |
.1445 | % | ||
C. “Eligible Funds”, for purposes of this Agreement, shall mean all Nuveen-branded
closed-end and open-end registered investment companies organized in the United States. Any
open-end or closed-end funds that subsequently become part of the Nuveen complex because
either (a) Nuveen Investments, Inc. or its affiliates acquire the investment adviser to such
funds (or the adviser’s parent), or (b) Nuveen Investments, Inc. or its affiliates acquire
the fund’s adviser’s rights under the management agreement for such fund, will be evaluated
by both Nuveen management and the Nuveen Funds’ Board, on a case-by-case basis, as to
whether or not these acquired funds would be included in the Nuveen complex of Eligible
Funds and, if so, whether there would be a basis for any adjustments to the complex-level
breakpoints.
D. For the month and year in which this Agreement becomes effective, or terminates, there
shall be an appropriate proration on the basis of the number of days that the Agreement
shall have been in effect during the month and year, respectively. The services of the
Adviser to the Fund under this Agreement are not to be deemed exclusive, and the Adviser
shall be free to render similar services or other services to others so long as its services
hereunder are not impaired thereby.
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3. The Adviser shall arrange for officers or employees of the Adviser to serve, without
compensation from the Fund, as trustees, officers or agents of the Fund, if duly elected or
appointed to such positions, and subject to their individual consent and to any limitations imposed
by law.
4. Subject to applicable statutes and regulations, it is understood that officers, trustees, or
agents of the Fund are, or may be, interested in the Adviser as officers, directors, agents,
shareholders or otherwise, and that the officers, directors, shareholders and agents of the Adviser
may be interested in the Fund otherwise than as trustees, officers or agents.
5. The Adviser shall not be liable for any loss sustained by reason of the purchase, sale or
retention of any security, whether or not such purchase, sale or retention shall have been based
upon the investigation and research made by any other individual, firm or corporation, if such
recommendation shall have been selected with due care and in good faith, except loss resulting from
willful misfeasance, bad faith, or gross negligence on the part of the Adviser in the performance
of its obligations and duties, or by reason of its reckless disregard of its obligations and duties
under this Agreement.
6. The Adviser currently manages other investment accounts and funds, including those with
investment objectives similar to the Fund, and reserves the right to manage other such accounts and
funds in the future. Securities considered as investments for the Fund may also be appropriate for
other investment accounts and funds that may be managed by the Adviser. Subject to applicable laws
and regulations, the Adviser will attempt to allocate equitably portfolio transactions among the
portfolios of its other investment accounts and funds purchasing securities whenever decisions are
made to purchase or sell securities by the Fund and one or more of such other accounts or funds
simultaneously. In making such allocations, the main factors to be considered by the Adviser will
be the respective investment objectives of the Fund and such other accounts and funds, the relative
size of portfolio holdings of the same or comparable securities, the availability of cash for
investment by the Fund and such other accounts and funds, the size of investment commitments
generally held by the Fund and such accounts and funds, and the opinions of the persons responsible
for recommending investments to the Fund and such other accounts and funds.
7. This Agreement shall continue in effect until August 1, 2008, unless and until terminated by
either party as hereinafter provided, and shall continue in force from year to year thereafter, but
only as long as such continuance is specifically approved, at least annually, in the manner
required by the Investment Company Act of 1940.
This Agreement shall automatically terminate in the event of its assignment, and may be
terminated at any time without the payment of any penalty by the Fund or by the Adviser upon no
less than sixty (60) days’ written notice to the other party. The Fund may effect termination by
action of the Board of Trustees or by vote of a majority of the outstanding voting securities of
the Fund, accompanied by appropriate notice.
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This Agreement may be terminated, at any time, without the payment of any penalty, by the
Board of Trustees of the Fund, or by vote of a majority of the outstanding voting securities of the
Fund, in the event that it shall have been established by a court of competent jurisdiction that
the Adviser, or any officer or director of the Adviser, has taken any action which results in a
breach of the covenants of the Adviser set forth herein.
Termination of this Agreement shall not affect the right of the Adviser to receive payments on
any unpaid balance of the compensation, described in Section 2, earned prior to such termination.
8. If any provision of this Agreement shall be held or made invalid by a court decision, statute,
rule, or otherwise, the remainder shall not be thereby affected.
9. Any notice under this Agreement shall be in writing, addressed and delivered or mailed, postage
prepaid, to the other party at such address as such other party may designate for receipt of such
notice.
10. The Fund’s Declaration of Trust is on file with the Secretary of the Commonwealth of
Massachusetts. This Agreement is executed on behalf of the Fund by the Fund’s officers as officers
and not individually and the obligations imposed upon the Fund by this Agreement are not binding
upon any of the Fund’s Trustees, officers or shareholders individually but are binding only upon
the assets and property of the Fund.
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11. This Agreement shall be construed in accordance with applicable federal law and (except as to
Section 10 hereof which shall be construed in accordance with the laws of Massachusetts) the laws
of the State of Illinois.
IN WITNESS WHEREOF, the Fund and the Adviser have caused this Agreement to be executed on the
day and year above written.
| NUVEEN INSURED TAX-FREE ADVANTAGE | ||||||||||
| MUNICIPAL FUND | ||||||||||
| by: | /s/ Xxxxx X. XxXxxxxx
|
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Attest: |
/s/ Xxxxxxxx X’Xxxx
|
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| NUVEEN ASSET MANAGEMENT | ||||||||||
| by: | /s/ Xxxxxxx X. Xxxxxxxxxx | |||||||||
| Managing Director | ||||||||||
Attest: |
/s/ Xxxxx Xxxxxx
|
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