INVESTMENT MANAGEMENT AGREEMENT
AGREEMENT made as of the 26th day of July, 2005, by and between NUVEEN MUNICIPAL
TRUST, 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 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
equal to the sum of a Fund-Level Fee and a Complex-Level Fee.
A. The Fund Level Fee shall be computed by applying the following annual
rate to the average total daily net assets of the Fund:
For Nuveen All-American Municipal Bond Fund:
Average Total Daily Net Assets Rate
------------------------------ -----
For the first $125 million .3000%
For the next $125 million .2875%
For the next $250 million .2750%
For the next $500 million .2625%
For the next $1 billion .2500%
For the next $3 billion .2250%
For net assets over $5 billion .2125%
For Nuveen High Yield Municipal Bond Fund:
Average Total Daily Net Assets Rate
------------------------------ ----
For the first $125 million .4000%
For the next $125 million .3875%
For the next $250 million .3750%
For the next $500 million .3625%
For the next $1 billion .3500%
For net assets over $2 billion .3250%
For Nuveen Insured Municipal Bond Fund:
Average Total Daily Net Assets Rate
------------------------------ ----
For the first $125 million .3000%
For the next $125 million .2875%
For the next $250 million .2750%
For the next $500 million .2625%
For the next $1 billion .2500%
For the next $3 billion .2250%
For net assets over $5 billion .2125%
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For Nuveen Intermediate Duration Municipal Bond Fund:
Average Total Daily Net Assets Rate
------------------------------ ----
For the first $125 million .3000%
For the next $125 million .2875%
For the next $250 million .2750%
For the next $500 million .2625%
For the next $1 billion .2500%
For the next $3 billion .2250%
For net assets over $5 billion .2125%
For Nuveen Limited Term Municipal Bond Fund:
Average Total Daily Net Assets Rate
------------------------------ ----
For the first $125 million .2500%
For the next $125 million .2375%
For the next $250 million .2250%
For the next $500 million .2125%
For the next $1 billion .2000%
For the next $3 billion .1750%
For net assets over $5 billion .1625%
B. The Complex-Level Fee shall be calculated by reference to the daily
net assets of the Eligible Funds, as defined below (with such daily
net assets to include, in the case of Eligible Funds whose advisory
fees are calculated by reference to net assets that include net assets
attributable to preferred stock issued by or borrowings by the fund,
such leveraging net assets) ("Complex-Level Assets"), pursuant to the
following annual fee schedule:
Complex-Level Assets Annual Fee
-------------------- ----------
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%
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With respect to Complex-Level Assets over $91 billion, both the
Fund (via its Board of Trustees) and the Adviser intend that the
parties will meet, prior to the time when Complex-Assets reach
that level, to consider and negotiate the fee rate or rates that
will apply to such assets. 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 adviser's parent), or (b) Nuveen Investments, Inc. or its
affiliates acquire the fund's adviser's 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. 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 Intermediate Duration 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 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. Notwithstanding 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.
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The foregoing enumerated expenses for the Nuveen Intermediate Duration
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 Intermediate Duration 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 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 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
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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.
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, 2006, 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.
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.
IN WITNESS WHEREOF, the Fund and the Adviser have caused this Agreement to
be executed on the day and year above written.
NUVEEN MUNICIPAL TRUST
by: /s/ Xxxxxxx X. Xxxxxxx
-------------------------
Vice President
Attest: /s/ Xxxxxxxx X. X'Xxxx
----------------------
Assistant Secretary
NUVEEN ASSET MANAGEMENT
by: /s/ Xxxxxxx X. Xxxxxxxxxx
-------------------------
Managing Director
Attest: /s/ Xxxxxx X. Xxxxx
----------------------
Assistant Secretary
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Exhibit A
Nuveen All-American Municipal Bond Fund
Nuveen High Yield Municipal Bond Fund
Nuveen Insured Municipal Bond Fund
Nuveen Intermediate Duration Municipal Bond Fund
Nuveen Limited Term Municipal Bond Fund
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