Form N-SAR, Sub-Item 77Q1(e)
Copies of any new or amended
investment advisory contract
Nuveen Equity Premium Advantage
Fund
333-123449
811-21731
EXHIBIT A
INVESTMENT MANAGEMENT
AGREEMENT
AGREEMENT made this 28th day of July 2005, by
and between NUVEEN EQUITY PREMIUM
ADVANTAGE 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
2. act
3. as the investment adviser for, and to
4. manage the investment and reinvestment
5. of the assets of the Fund in accordance
6. with the Funds investment objective and
7. policies and limitations, and to administer
8. the Funds affairs to the extent requested
9. by and subject to the supervision of the
10. Board of Trustees of the Fund for the
11. period and upon the terms herein set
12. forth. The investment of the Funds assets
13. shall be subject to the Funds policies,
14. restrictions and limitations with respect to
15. securities investments as set forth in the
16. Funds then current registration statement
17. under the Investment Company Act of
18. l940, and all applicable laws and the
19. regulations of the Securities and
20. Exchange Commission relating to the
21. management of registered closed-end,
22. 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 Funds 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
B. computed by applying the following
C. annual rate to the average total daily
D. net assets of the Fund:
Average Total Daily Net Assets(1)
Rate
Up to $500 million.7000%
$500 to $1 billion.6750%
$1 billion to $1.5 billion.6500%
$1.5 billion to $2 billion.6250%
$2 billion and over.6000%
(1) Including net assets attributable to any Preferred Shares
(2) the
(3) Fund may issue and the principal amount of
(4) borrowings, if any.
B. The Complex-Level Fee shall be
C. calculated by reference to the
D. daily net assets of the Eligible
E. Funds, as defined below (with
F. such daily net assets to include,
G. in the case of Eligible Funds
H. whose advisory fees are
I. calculated by reference to net
J. assets that include net assets
K. attributable to preferred stock
L. issued by or borrowings by the
M. fund, such leveraging net assets)
N. (Complex-Level Assets),
O. pursuant to the following annual
P. fee schedule:
Complex-Level Daily
Managed Assets(1) Rate
First $55 billion
.2000%
Next $1 billion
.1800%
Next $1 billion
.1600%
Next $3 billion
.1425%
Next $3 billion
.1325%
Next $3 billion
.1250%
Next $5 billion
.1200%
Next $5 billion
.1175%
Next $15 billion
.1150%
(1) With respect to Complex-Level Assets
over $91 billion, the fee rate or rates that
will apply to such assets will be determined
at a later date. The parties agree that, in the
unlikely event that Complex-Wide Assets
reach $91 billion prior to the parties
reaching an agreement as to the Complex-
Level Fee rate or rates to be applied to such
assets, the Complex-Level Fee rate for such
Complex-Level Assets shall be .1400% until
such time as the parties agree to a different
rate or rates.
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
advisers parent), or (b) Nuveen Investments,
Inc. or its affiliates acquire the funds
advisers 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.
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
8. until
9. August l, 2006, unless and until
10. terminated by either party as hereinafter
11. provided, and shall continue in force from
12. year to year thereafter, but only as long as
13. such continuance is specifically approved,
14. at least annually, in the manner required
15. 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.
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 Funds 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 Funds officers as officers
and not individually and the obligations imposed
upon the Fund by this Agreement are not binding
upon any of the Funds Trustees, officers or
shareholders individually but are binding only upon
the assets and property of the Fund.
11.
This Agreement shall be construed in
12. accordance with applicable federal law
13. and (except as to Section 10 hereof
14. which shall be construed in accordance
15. with the laws of Massachusetts) the laws
16. 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
EQUITY PREMIUM ADVANTAGE FUND
By:
____/s/ Xxxxxxx X. Xxxxxxx___
___
Vice President
Attest: __/s/ Xxxxxxxx X. ONeal_
__
Assistant Secretary
NUVEEN
ASSET MANAGEMENT
By:
____/s/ Xxxxx X. Xxxxxxxxx______
Managing Director
Attest: __Larry Xxxxxx_____
Assistant Secretary
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