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EXHIBIT 99.6
INVESTMENT MANAGEMENT AGREEMENT
AGREEMENT made this day ___ of ___, l996, by and between NUVEEN FLAGSHIP
MULTISTATE TRUST II, 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
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 ("Portfolios") 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 1940 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.
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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 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 1, 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, the fees shall be computed at the rate of:
RATE NET ASSETS
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.5500% For the first $125 million
.5375% For the next $125 million
.5250% For the next $250 million
.5125% For the next $500 million
.5000% For the next $1 billion
.4750% 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
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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.
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.
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.
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
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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 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
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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.
7. This Agreement shall continue in effect until ___, 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.
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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.
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. 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.
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10. 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.
11. 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 MULTISTAE TRUST II
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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