EXHIBIT 5
INVESTMENT MANAGEMENT AGREEMENT
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AGREEMENT made as of the 1st day of February, l997, by and between NUVEEN
FLAGSHIP MUNICIPAL TRUST, a Massachusetts business trust (the "Fund"), and
NUVEEN ADVISORY CORP., a Delaware corporation (the "Adviser").
W I T N E S S E T H
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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 each of the
Fund's series as set forth on Exhibit A attached hereto (the "Portfolios") or as
may exist from time to time in accordance with the Fund's investment objective
and policies and limitations relating to such Portfolio, 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 assets of each Portfolio shall be subject to the
Fund's policies, restrictions and limitations with respect to securities
investments as set forth in the Fund's registration statement on Form N-1A under
the Securities Act of 1933 and the Investment Company Act of l940 covering the
Fund's Portfolios' shares of beneficial interest, including the Prospectus and
Statement of Additional Information forming a part thereof, all as filed with
the Securities and Exchange Commission and as from time to time amended, and all
applicable laws and the
regulations of the Securities and Exchange Commission relating to the management
of registered open-end, 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 custodian, transfer agent and shareholder service agent, and the like)
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
related to each of the Fund's Portfolios. For each Portfolio, calculated
separately, except the Nuveen Flagship Limited Term Municipal Bond Fund, the
fees shall be computed at the rate of:
RATE NET ASSETS
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.5000% For the first $125 million
.4875% For the next $125 million
.4750% For the next $250 million
.4625% For the next $500 million
.4500% For the next $1 billion
.4250% For assets over $2 billion
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For Nuveen Flagship Limited Term Municipal Bond Fund, the fees shall be computed
at the rate of:
RATE NET ASSETS
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.4500% For the first $125 million
.4375% For the next $125 million
.4250% For the next $250 million
.4125% For the next $500 million
.4000% For the next $1 billion
.3750% For assets over $2 billion
For the month and year in which this Agreement becomes effective, or terminates,
and for any month and year in which a Portfolio is added or eliminated from the
Fund, there shall be an appropriate proration on the basis of the number of days
that the Agreement shall have been in effect, or the Portfolio shall have
existed, 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. In addition to the services and facilities described in Section 1, the
Adviser shall assume and pay, but only to the extent hereinafter provided, the
following expenses related to the Nuveen Municipal Bond Fund and Nuveen Insured
Municipal Bond Fund Portfolios only: (x) any expenses for services rendered by a
custodian for the safekeeping of those Portfolio's securities or property, for
keeping its books of account, for calculating the net asset value of the
Portfolios as provided in the Declaration of Trust of the Fund, and any other
charges of the custodian; and (y) the cost and expenses of the Portfolios;
operations, including
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compensation of the trustees, transfer, dividend disbursing and shareholder
service agent expenses, legal fees, expenses of independent accountants, costs
of share certificates, expenses of preparing, printing and distributing reports
to shareholders and governmental agencies, and all fees payable to Federal,
State, or other governmental agencies on account of the registration of
securities issued by the Portfolios, filing of corporate documents or otherwise.
Nothwithstanding the foregoing, the Adviser shall not be obligated to assume or
pay interest, taxes, fees incurred in acquiring and disposing of portfolio
securities or extraordinary expenses of the Portfolios. The Portfolios shall not
incur any obligation for management or administrative expenses which the
Portfolio intends the Adviser to assume and pay hereunder without first
obtaining the written approval of the Adviser.
The foregoing enumerated expenses for the Nuveen Municipal Bond Fund and
Nuveen Insured Municipal Bond Fund Portfolios are hereby assumed by the Adviser
to the extent they, together with the Adviser's fee payable hereunder (but
excluding interest, taxes, fees incurred in acquiring and disposing of portfolio
securities and extraordinary expenses), exceed during any fiscal year .75 of 1%
of Nuveen Municipal Bond Fund's average net assets for such year, or .975 of 1%
of Nuveen Insured Municipal Bond Fund's average net assets for such year; to the
extent they do not exceed such percentages, such expenses shall be properly
chargeable to those Portfolios. If, at the end of any month, the expenses of the
Portfolios properly chargeable to the income account on a year-to-date basis
shall exceed the appropriate percentage of average net assets, the payment to
the Adviser for that month shall be reduced and, if necessary, the Adviser shall
assume and pay expenses pursuant hereto so that the total
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year-to-date net expense will not exceed such percentage. As of the end of the
Portfolios' fiscal year the foregoing computation and assumption of expenses
shall be readjusted, if necessary, so that the expenses assumed and paid by the
Adviser, if any, are such, and the aggregate compensation payable to the Adviser
related to each Portfolio for the year, (otherwise equal to the percentage set
forth in Section 2 hereof of the average net asset value as determined and
described herein throughout the fiscal year) is diminished as may be necessary,
so that the total amount of expenses of each Portfolio borne by the Fund shall
not exceed the applicable expense limitation.
The net asset value of each Portfolio shall be calculated as provided in the
Declaration of Trust of the Fund. On each day when net asset value is not
calculated, the net asset value of a share of beneficial interest of a Portfolio
shall be deemed to be the net asset value of such share as of the close of
business on the last day on which such calculation was made for the purpose of
the foregoing computations.
4. Regardless of any of the above provisions, the Adviser guarantees that the
total expenses of each Portfolio in any fiscal year, exclusive of taxes,
interest, brokerage commissions, and extraordinary expenses such as litigation
costs, shall not exceed, and the Adviser undertakes to pay or refund to the
Portfolio any amount up to but not greater than the aggregate fees received by
the Adviser under this Agreement for such fiscal year, the limitation imposed by
any jurisdiction in which the Fund continues to offer and sell shares of the
Portfolio after exceeding such limitation. Except as otherwise agreed to by the
Fund or the Adviser or unless otherwise
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required by the law or regulation of any state, any reimbursement by the Adviser
to a Portfolio under this section shall not exceed the management fee payable to
the Adviser by a Portfolio under this Agreement.
5. 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.
6. 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.
7. 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.
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8. 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 a Portfolio of the Fund may also be appropriate for other
Portfolios or 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 Fund's Portfolios and the
portfolios of its other investment accounts and funds purchasing securities
whenever decisions are made to purchase or sell securities by a Portfolio and
another fund's portfolio or 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
Portfolio or Portfolios purchasing such securities 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 Portfolios and
such other accounts and funds, the size of investment commitments generally held
by the Fund Portfolios and such accounts and funds, and the opinions of the
persons responsible for recommending investments to the Fund and such other
accounts and funds.
9. This Agreement shall continue in effect until August 1, 1997, 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 l940.
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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 sixty (60) days' written notice to the other party. The
Fund may effect termination by action of the Board of Trustees, or, with respect
to any Fund Portfolio, by vote of a majority of the outstanding voting
securities of that Portfolio , 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, with respect to any Fund
Portfolio, by vote of a majority of the outstanding voting securities of that
Portfolio, 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.
10. 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.
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11. The Adviser and its affiliates reserve the right to grant, at any time, the
use of the name "Nuveen" or the name "Flagship", or any approximation or
abbreviation thereof, to any other investment company or business enterprise.
Upon termination of this Agreement by either party, or by its terms, the Fund
shall thereafter refrain from using any name of the Fund which includes "Nuveen"
or "Flagship" or any approximation or abbreviation thereof, or is sufficiently
similar to such name as to be likely to cause confusion with such name, and
shall not allude in any public statement or advertisement to the former
association.
12. 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.
13. 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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IN WITNESS WHEREOF, the Fund and the Adviser have caused this Agreement to
be executed on the day and year above written.
NUVEEN FLAGSHIP MUNICIPAL TRUST
by: ___________________________
Vice President
Attest: ____________________
Assistant Secretary
NUVEEN ADVISORY CORP.
by: ___________________________
Vice President
Attest: ____________________
Assistant Secretary
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Exhibit A
Nuveen Municipal Bond Fund
Nuveen Insured Municipal Bond Fund
Nuveen Flagship All-American Municipal Bond Fund
Nuveen Flagship Limited Term Municipal Bond Fund
Nuveen Flagship Intermediate Municipal Bond Fund
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