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Exhibit 99.g.1
INVESTMENT MANAGEMENT AGREEMENT
AGREEMENT made this 12th day of September, 1991, by and between NUVEEN INSURED
MUNICIPAL OPPORTUNITY FUND, INC., a Minnesota corporation (the "Fund"), and
NUVEEN ADVISORY CORP., a Delaware corporation (the "Adviser").
WITNESSETH
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 Directors 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 1940, 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.
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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 directors 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 1, the Fund will pay
to the Adviser, at the end of each calendar month, an investment management fee
computed at an annual rate of .65 of 1% of the average daily net assets for the
first $500 million in net assets of the Fund, .625 of 1% of average daily net
assets in excess of $500 million but not more than $1 billion, and .60 of 1% of
average daily net assets in excess of $1 billion. 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 directors, 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, directors, 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 directors, 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.
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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, 1992, 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 sixty (60) days' written notice to
the other party. The Fund may effect termination by action of the Board of
Directors 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 Directors 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.
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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 INSURED MUNICIPAL
OPPORTUNITY FUND, INC.
by:
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Vice President
Attest:
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Assistant Secretary
NUVEEN ADVISORY CORP.
by:
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Vice President
Attest:
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Assistant Secretary
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