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EXHIBIT 10.9(A)
MANAGEMENT AGREEMENT
AGREEMENT made this 1st day of January, 1997 between The Golden Rainbow A
Xxxxx Advised Mutual Fund, a series of Flagship Admiral Funds Inc., a Maryland
corporation (hereinafter called the "Fund"), and NUVEEN ADVISORY CORP.
(hereinafter called the "Manager").
In consideration of the mutual promises and agreements herein contained
and other good and valuable consideration, the receipt of which is hereby
acknowledged, it is agreed by and between the parties hereto as follows:
(1) In General
The Manager agrees, all as more fully set forth herein, to act as
Manager of the Fund with respect to the investment of the Fund's assets
including general supervision of the purchase of securities for and the sale of
securities held in the investment portfolio of the Fund; and to furnish
personnel and facilities as shall be required to provide effective corporate
administration of the Fund and its affairs.
(2) Duties and Obligations of the Manager
with Respect to Investments of Assets of Fund
(a) Subject to the succeeding provisions of this paragraph and subject
to the discretion and control of the Fund's Board of Directors, and except as it
may be delegated to a third party, the Manager shall (i) act as investment
adviser to and supervise and manage the investment and reinvestment of the
Fund's assets and in connection therewith have complete discretion in
purchasing and selling securities and other assets for the Fund and in voting,
exercising consents and exercising all other rights appertaining to such
securities and assets on behalf of the Fund, except that the Manager shall be
permitted to delegate any or all of such responsibilities, rights or
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duties to one or more subadvisers who shall enter into agreements with the Fund
and the Manager, which agreements shall be approved and ratified by the Board
of Directors and shareholders of the Fund; (ii) supervise continuously the
investment program of the Fund and the composition of its investment portfolio;
(iii) arrange, subject to the provisions of paragraph 4 hereof, for the
purchase of securities and other investments and for the sale of securities and
other assets held in the investment portfolio of the Fund; and (iv) provide
general corporate administration of the Fund.
(b) In the performance of its duties under this Agreement, the Manager
shall at all times conform to, and act in accordance with, any requirements
imposed by (i) the provisions of the Investment Company Act of 1940, and of any
rules or regulations in force thereunder; (ii) any other applicable provision
of law; (iii) the provisions of the Articles of Incorporation and By-Laws of
the Fund as amended from time to time; (iv) any fundamental policies of the
Fund and policies and determinations of the Board of Directors of the Fund; and
(v) the terms of the registration statement of the Fund, as amended from time
to time under the Securities Act of 1933 and the Investment Company Act of
1940.
(c) The Manager will bear all costs and expenses of its officers and
employees and any overhead incurred in connection with its duties hereunder and
shall bear the costs of any salaries or directors fees of any officers or
directors of the Fund who are affiliated persons (as defined in the Investment
Company Act of 1940) of the Manger except that the Board of Directors may
specifically approve reimbursement for the salaries, bonuses, health insurance,
retirement benefits and all similar employment costs for the time spent on Fund
operations of all personnel employed by the Manager who devote substantial time
to investment company operations including a pro rata portion of the costs
attributable to Fund operations.
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