MANAGEMENT AGREEMENT
BETWEEN
NUVEEN TAXABLE FUNDS INC.
AND
NUVEEN ADVISORY CORP.
NUVEEN TAXABLE FUNDS INC., a Maryland corporation registered under the
Investment Company Act of 1940 ("1940 Act") as an open-end diversified
management series investment company ("Company"), hereby appoints NUVEEN
ADVISORY CORP., a Delaware corporation registered under the Investment Advisers
Act of 1940 as an investment adviser, of Chicago, Illinois ("Manager"), to
furnish investment advisory and management services and certain administrative
services with respect to the portion of its assets represented by the shares of
beneficial interest issued in the series listed in Schedule A hereto, as such
schedule may be amended from time to time (each such series hereinafter referred
to as "Fund"). Company and Manager hereby agree that:
1. Investment Management Services. Manager shall manage the
investment operations of Company and each Fund, subject to the terms of
this Agreement and to the supervision and control of Company's Board of
Directors ("Directors"). Manager agrees to perform, or arrange for the
performance of, the following services with respect to each Fund:
(a) to obtain and evaluate such information relating to
economies, industries, businesses, securities and commodities markets,
and individual securities, commodities and indices as it may deem
necessary or useful in discharging its responsibilities hereunder;
(b) to formulate and maintain a continuous investment program in
a manner consistent with and subject to (i) Company's articles of
incorporation and by-laws; (ii) the Fund's investment objectives,
policies, and restrictions as set forth in written documents furnished
by the Company to Manager; (iii) all securities, commodities, and tax
laws and regulations applicable to the Fund and Company; and (iv) any
other written limits or directions furnished by the Directors to
Manager;
(c) unless otherwise directed by the Directors, to determine
from time to time securities, commodities, interests or other
investments to be purchased, sold, retained or lent by the Fund, and
to implement those decisions, including the selection of entities with
or through which such purchases, sales or loans are to be effected;
(d) to use reasonable efforts to manage the Fund so that it will
qualify as a regulated investment company under subchapter M of the
Internal Revenue Code of 1986, as amended;
(e) to make recommendations as to the manner in which voting
rights, rights to consent to Company or Fund action, and any other
rights pertaining to Company or the Fund shall be exercised;
(f) to make available to Company promptly upon request all of the
Fund's records and ledgers and any reports or information reasonably
requested by the Company; and
(g) to the extent required by law, to furnish to regulatory
authorities any information or reports relating to the services
provided pursuant to this Agreement.
Except as otherwise instructed from time to time by the Directors,
with respect to execution of transactions for Company on behalf of a Fund,
Manager shall place, or arrange for the placement of, all orders for
purchases, sales, or loans with issuers, brokers, dealers or other
counterparts or agents selected by Manager. In connection with the
selection of all such parties for the placement of all such orders, Manager
shall attempt to obtain most favorable execution and price, but may
nevertheless in its sole discretion as a secondary factor, purchase and
sell portfolio securities from and to brokers and dealers who provide
Manager with statistical, research and other information, analysis, advice,
and similar services. In recognition of such services or brokerage services
provided by a broker or dealer, Manager is hereby authorized to pay such
broker or dealer a commission or spread in excess of that which might be
charged by another broker or dealer for the same transaction if the Manager
determines in good faith that the commission or spread is reasonable in
relation to the value of the services so provided.
Company hereby authorizes any entity or person associated with Manager
that is a member of a national securities exchange to effect any
transaction on the exchange for the account of a Fund to the extent
permitted by and in accordance with Section 11(a)
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of the Securities Exchange Act or 1934 and Rule 11a2-2(T) thereunder.
Company hereby consents to the retention by such entity or person of
compensation for such transactions in accordance with Rule 11a-2-2(T)(a)(iv).
Manager may, where it deems to be advisable, aggregate orders for its
other customers together with any securities of the same type to be sold or
purchased for Company or one or more Funds in order to obtain best execution or
lower brokerage commissions. In such event, Manager shall allocate the shares so
purchased or sold, as well as the expenses incurred in the transaction, in a
manner it considers to be equitable and fair and consistent with its fiduciary
obligations to Company, the Funds, and Manager's other customers.
Manager shall for all purposes be deemed to be an independent
contractor and not an agent of Company and shall, unless otherwise expressly
provided or authorized, have no authority to act for or represent Company in any
way.
2. Administrative Services. Subject to the terms of this Agreement
and to the supervision and control of the Directors, Manager shall provide to
the Company facilities, equipment, statistical and research data, clerical,
accounting and bookkeeping services, internal auditing and legal services, and
personnel to carry out all management services required for operations of the
business and affairs of the Funds other than those services to be performed by
the Company's Distributor pursuant to the Distribution Agreement, those services
to be performed by the Company's Custodian pursuant to the Custody Agreement,
those services to be performed by the Company's Transfer Agent pursuant to the
Transfer Agency Agreement, those services to be provided by the Company's
Custodian pursuant to the Accounting Agreement and those services normally
performed by the Company's counsel and auditors.
3. Use of Affiliated Companies and Subcontractors. In connection
with the services to be provided by Manager under this Agreement, Manager may,
to the extent it deems appropriate, and subject to compliance with the
requirements of applicable laws and regulations, make use of (i) its affiliated
companies and their directors, trustees, officers, and employees and (ii)
subcontractors selected by Manager, provided that Manager shall supervise and
remain fully responsible for the services of all such third parties in
accordance with and to the extent provided by this Agreement. All costs and
expenses associated with services provided by any such third parties shall be
borne by Manager or such parties.
4. Expenses Borne by Company. Except to the extent expressly
assumed by Manager herein or under a separate agreement between Company and
Manager and
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except to the extent required by law to be paid by Manager, Manager shall
not be obligated to pay any costs or expenses incidental to the
organization, operations or business of the Company. Without limitation,
such costs and expenses shall include but not be limited to:
(a) all charges of depositories, custodians and other agencies
for the safekeeping and servicing of its cash, securities, and other
property;
(b) all charges for equipment or services used for obtaining
price quotations or for communication between Manager or Company and
the custodian, transfer agent or any other agent selected by Company;
(c) all charges for and accounting services provided to Company
by Manager, or any other provider of such services;
(d) all charges for services of Company's independent auditors
and for services to Company by legal counsel;
(e) all compensation of Directors, other than those affiliated
with Manager, all expenses incurred in connection with their services
to Company, and all expenses of meetings of the Directors or
committees thereof;
(f) all expenses incidental to holding meetings of holders of
units of interest in the Company ("Shareholders"), including printing
and of supplying each record-date Shareholder with notice and proxy
solicitation material, and all other proxy solicitation expense;
(g) all expenses of printing of annual or more frequent
revisions of Company prospectus(es) and of supplying each then-
existing Shareholder with a copy of a revised prospectus;
(h) all expenses related to preparing and transmitting
certificates representing Company shares;
(i) all expenses of bond and insurance coverage required by law
or deemed advisable by the Board of Directors;
(j) all brokers' commissions and other normal charges incident
to the purchase, sale, or lending of portfolio securities;
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(k) all taxes and governmental fees payable to Federal, state or
other governmental agencies, domestic or foreign, including all stamp
or other transfer taxes;
(l) all expenses of registering and maintaining the
registration of Company under the 1940 Act and, to the extent no
exemption is available, expenses of registering Company's shares under
the 1933 Act, of qualifying and maintaining qualification of Company
and of Company's shares for sale under securities laws of various
states or other jurisdictions and of registration and qualification of
Company under all other laws applicable to Company or its business
activities;
(m) all interest on indebtedness, if any, incurred by Company or
a Fund; and
(n) all fees, dues and other expenses incurred by Company in
connection with membership of Company in any trade association or
other investment company organization.
5. Allocation of Expenses Borne by Company. Any expenses borne by
Company that are attributable solely to the organization, operation or
business of a Fund shall be paid solely out of Fund assets. Any expense
borne by Company which is not solely attributable to a Fund, nor solely to
any other series of shares of Company, shall be apportioned in such manner
as Manager determines is fair and appropriate, or as otherwise specified by
the Board of Directors.
6. Expenses Borne by Manager. Manager at its own expense shall
furnish all executive and other personnel, office space, and office
facilities required to render the investment management and administrative
services set forth in this Agreement.
In the event that Manager pays or assumes any expenses of Company or a
Fund not required to be paid or assumed by Manager under this Agreement,
Manager shall not be obligated hereby to pay or assume the same or similar
expense in the future; provided that nothing contained herein shall be
deemed to relieve Manager of any obligation to Company or a Fund under any
separate agreement or arrangement between the parties.
7. Management Fee. For the services rendered, facilities provided,
and charges assumed and paid by Manager hereunder, Company shall pay to
Manager out of the assets of each Fund fees at the annual rate for such
Fund as set forth in
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Schedule B to this Agreement. For each Fund, the management fee shall
accrue on each calendar day, and shall be payable monthly on the first
business day of the next succeeding calendar month. The daily fee accrual
shall be computed by multiplying the fraction of one divided by the number
of days in the calendar year by the applicable annual rate of fee, and
multiplying this product by the net assets of the Fund, determined in the
manner established by the Board of Directors, as of the close of business
on the last preceding business day on which the Fund's net asset value was
determined.
8. State Expense Limitation. If for any fiscal year of a Fund, its
aggregate operating expenses ("Aggregate Operating Expenses") exceed the
applicable percentage expense limit imposed under the securities law and
regulations of any state in which Shares of the Fund are qualified for sale
(the "State Expense Limit"), the Manager shall pay such Fund the amount of
such excess. For purposes of this State Expense Limit, Aggregate Operating
Expenses shall (a) include (i) any fees or expenses reimbursements payable
to Manager pursuant to this Agreement and (ii) to the extent the Fund
invests all or a portion of its assets in another investment company
registered under the 1940 Act, the pro rata portion of that company's
operating expenses allocated to the Fund, and (iii) any compensation
payable to Manager pursuant to any separate agreement relating to the
Fund's administration, but (b) exclude any interest, taxes, brokerage
commissions, and other normal charges incident to the purchase, sale or
loan of securities, commodity interests or other investments held by the
Fund, litigation and indemnification expense, and other extraordinary
expenses not incurred in the ordinary course of business. Except as
otherwise agreed to by the parties or unless otherwise required by the law
or regulation of any state, any reimbursement by Manager to a Fund under
this section shall not exceed the management fee payable to Manager by the
Fund under this Agreement.
Any payment to a Fund by Manager hereunder shall be made monthly, by
annualizing the Aggregate Operating Expenses for each month as of the last
day of the month. An adjustment for payments made during any fiscal year of
the Fund shall be made on or before the last day of the first month
following such fiscal year of the Fund if the Annual Operating Expenses for
such fiscal year (i) do not exceed the State Expense Limitation or (ii) for
such fiscal year there is no applicable State Expense Limit.
9. Retention of Sub-Adviser. Subject to obtaining the initial and
periodic approvals required under Section 15 of the 1940 Act, Manager may
retain one or more sub-advisers at Manager's own cost and expense for the
purpose of furnishing one or more of the services described in Section 1
hereof with respect to Company or one or
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more Funds. Retention of a sub-adviser shall in no way reduce the
responsibilities or obligations of Manager under this Agreement, and
Manager shall be responsible to Company and its Funds for all acts or
omissions of any sub-adviser in connection with the performance or
Manager's duties hereunder.
10. Non-Exclusivity. The services of Manager to Company hereunder
are not to be deemed exclusive and Manager shall be free to render similar
services to others.
11. Standard of Care. The Manager 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 Manager in the performance of
its obligations and duties, or by reason of its reckless disregard of its
obligations and duties under this Agreement.
12. Amendment. This Agreement may not be amended as to the Company
or any Fund without the affirmative votes (a) of a majority of the Board of
Directors, including a majority of those Directors who are not "interested
persons" of Company or of Manager, voting in person at a meeting called for
the purpose of voting on such approval, and (b) of a "majority of the
outstanding shares" of Company or, with respect to any amendment affecting
an individual Fund, a "majority of the outstanding shares" of that Fund.
The terms "interested persons" and "vote of a majority of the outstanding
shares" shall be construed in accordance with their respective definitions
in the 1940 Act and, with respect to the latter term, in accordance with
Rule 18f-2 under the 1940 Act.
13. Effective Date and Termination. This Agreement shall become
effective as to any Fund as of the effective date for the Fund specified in
Schedule A hereto. This Agreement may be terminated at any time, without
payment of any penalty, as to any Fund by the Board of Directors of
Company, or by a vote of a majority of the outstanding shares of that fund,
upon at least sixty (60) days' written notice to Manager. This Agreement
may be terminated by Manager at any time upon at least sixty (60) days'
written notice to Company. This Agreement shall terminate automatically in
the event of its "assignment" (as defined in the 1940 Act). Unless
terminated as hereinbefore provided, this Agreement shall continue in
effect with respect to any Fund for an initial period of two (2) years from
the effective date applicable to that Fund specified in Schedule A and
thereafter from year to year only so
-7-
long as such continuance is specifically approved with respect to that Fund
at least annually (a) by a majority of those Directors who are not
interested persons of Company or of Manager, voting in person at a meeting
called for the purpose of voting on such approval, and (b) by either the
Board of Directors of Company or by a "vote of a majority of the
outstanding shares" of the Fund.
14. Ownership of Records; Interparty Reporting. All records required
to be maintained and preserved by Company pursuant to the provisions of
rules or regulations of the Securities and Exchange Commission under
Section 31(a) of the 1940 Act or other applicable laws or regulations which
are maintained and preserved by Manager on behalf of Company and any other
records the parties mutually agree shall be maintained by Manager on behalf
of Company are the property of Company and shall be surrendered by Manager
promptly on request by Company; provided that Manager may at its own
expense make and retain copies of any such records.
Company shall furnish or otherwise make available to Manager such
copies of the financial statements, proxy statements, reports, and other
information relating to the business and affairs of each Shareholder in a
Fund as Manager may, at any time or from time to time, reasonably require
in order to discharge its obligations under this Agreement.
Manager shall prepare and furnish to Company as to each Fund
statistical data and other information in such form and at such intervals
as Company may reasonably request.
15. Non-Liability of Directors and Shareholders. Any obligation of
Company hereunder shall be binding only upon the assets of Company (or the
applicable Fund thereof) and shall not be binding upon any Director,
officer, employee, agent or Shareholder of Company. Neither the
authorization of any action by the Directors or Shareholders of Company nor
the execution of this Agreement on behalf of Company shall impose any
liability upon any Director or any Shareholder.
16. Use of Manager's Name. Company may use the name "Nuveen Taxable
Funds Inc." and the Fund names listed in Schedule A or any other name
derived from the name "Nuveen" only for so long as this Agreement or any
extension, renewal, or amendment hereof remains in effect, including any
similar agreement with any organization which shall have succeeded to the
business of Manager as investment adviser. At such time as this Agreement
or any extension, renewal or amendment hereof, or such other similar
agreement shall no longer be in effect, Company will cease to use any name
derived from the name "Nuveen" or otherwise connected with
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Manager, or with any organization which shall have succeeded to
Manager's business as investment adviser.
17. References and Headings. In this Agreement and in any such
amendment, references to this Agreement and all expressions such as
"herein," "hereof," and "hereunder" shall be deemed to refer to this
Agreement as amended or affected by any such amendments. Headings are
placed herein for convenience of reference only and shall not be taken as a
part hereof or control or affect the meaning, construction, or effect of
this Agreement. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original.
Dated: December 23, 1998
Nuveen Taxable Funds Inc.
Attest By: /s/ Xxxx X. Berkshire
---------------------
Vice President
/s/ Xxxxx X. Xxxxx
--------------------
Assistant Secretary Nuveen Advisory Corp.
Attest By: /s/ Xxxxxxx X. Xxxxxxxxx
------------------------
Vice President
/s/ Xxxxx X. Xxxxxx
---------------------
Assistant Secretary
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Nuveen Taxable Funds Inc.
Management Agreement
Schedule A
The Funds of the Company currently subject to this Agreement and the
effective date of each are as follows:
FUND EFFECTIVE DATE INITIAL TERM
Nuveen Dividend and Growth Fund December 31, 1998 Until August 1, 2000
-----------------
Nuveen Taxable Funds Inc.
Management Agreement
Schedule B
Compensation pursuant to Section 7 of this Agreement shall be calculated
with respect to each Fund in accordance with the following schedule applicable
to the average daily net assets of the Fund:
Nuveen Dividend and Growth Fund
Average Daily Net Asset Value Fund Management Fee
For the first $125 million .7500 of 1%
For the next $125 million .7375 of 1%
For the next $250 million .7250 of 1%
For the next $500 million .7125 of 1%
For the next $1 billion .7000 of 1%
For assets over $2 billion .6750 of 1%
