EXHIBIT 6.1
INVESTMENT MANAGEMENT AGREEMENT
-------------------------------
AGREEMENT made this 1st day of May, 1989, by and between NUVEEN NEW YORK
MUNICIPAL VALUE FUND, INC., a Minnesota corporation (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 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 instructions 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.
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 in an amount equal to the sum of .40 of 1% of the average weekly net assets
of the Fund and 4.75% of gross interest income (i.e., income other than gains
from the sale of securities or gains realized from futures contracts), computed
in each case on an annualized basis. 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 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.
2
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. 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,
3
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 May 1, 1990, 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 shares of the Common Stock 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 Directors of the Fund, or by vote of a majority of the
outstanding shares of Common Stock 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.
4
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.
IN WITNESS WHEREOF, the Fund and the Adviser have caused this Agreement to
be executed on the day and year above written.
NUVEEN NEW YORK MUNICIPAL VALUE FUND, INC.
By: /s/
------------------------------------------
President
Attest: /s/ Larry W. Martin
---------------------
Assistant Secretary
NUVEEN ADVISORY CORP.
By: /s/ Paul R. Daniels
----------------------------------------------
Vice President
Attest: /s/ G.R. Zimmerman
----------------------
Assistant Secretary
5
Renewal of Investment Management Agreement
------------------------------------------
This Agreement made this 24th day of April, 1990 by and between Nuveen New York
Municipal Value Fund, Inc., a Minnesota corporation (the "Fund"), and Nuveen
Advisory Corp., a Delaware corporation (the "Adviser");
WHEREAS, the parties hereto are the contracting parties under that certain
Investment Management Agreement (the "Agreement") pursuant to which the Adviser
furnishes investment management and other services to the Fund; and
WHEREAS, the Agreement terminates May 1, 1990 unless continued in the manner
required by the Investment Company Act of 1940; and
WHEREAS, the Board of Directors and the shareholders of the Fund, at meetings
called for the purpose of reviewing the Agreement, have approved the Agreement
and its continuance until May 1, 1991 in the manner required by the Investment
Company Act of 1940.
NOW THEREFORE, in consideration of the mutual covenants contained in the
Agreement the parties hereto do hereby continue the Agreement in effect until
May 1, 1991 and ratify and confirm the Agreement in all respects.
NUVEEN NEW YORK MUNICIPAL VALUE FUND, INC.
By: /s/
------------------------------------------
Vice President
ATTEST:
/s/ Larry Martin
---------------------------
Assistant Secretary
NUVEEN ADVISORY CORP.
By:/s/ Thomas C. Spalding
-------------------------------------------
ATTEST:
/s/ G.R. Zimmerman
-----------------------------
Assistant Secretary
6
Renewal of Investment Management Agreement
------------------------------------------
This Agreement made this 26th day of April, 1991 by and between Nuveen New York
Municipal Value Fund, Inc , a Minnesota corporation (the "Fund"), and Nuveen
Advisory Corp , a Delaware corporation (the "Adviser");
WHEREAS, the parties hereto are the contracting parties under that certain
Investment Management Agreement (the "Agreement") pursuant to which the Adviser
furnishes investment management and other services to the Fund; and
WHEREAS, the Agreement terminates May 1, 1991 unless continued in the manner
required by the Investment Company Act of 1940; and
WHEREAS, the Board of Directors and the shareholders of the Fund, at meetings
called for the purpose of reviewing the Agreement, have approved the Agreement
and its continuance until May 1, 1992 in the manner required by the Investment
Company Act of 1940.
NOW THEREFORE, in consideration of the mutual covenants contained in the
Agreement the parties hereto do hereby continue the Agreement in effect until
May 1, 1992 and ratify and confirm the Agreement in all respects.
NUVEEN NEW YORK MUNICIPAL VALUE FUND, INC.
By:/s/
------------------------------------------
Vice President
ATTEST:
/s/
--------------------------
Assistant Secretary
NUVEEN ADVISORY CORP.
By:/s/ Thomas C. Spalding
-------------------------------------------
ATTEST:
/s/ G.R. Zimmerman
---------------------------
Assistant Secretary
7
NUVEEN NEW YORK MUNICIPAL VALUE FUND, INC.
AMENDMENT AND RENEWAL OF INVESTMENT MANAGEMENT AGREEMENT
--------------------------------------------------------
Agreement made this 1st day of May, 1991, by and between NUVEEN NEW YORK
MUNICIPAL VALUE FUND, INC., a Minnesota corporation (the "Fund"), and NUVEEN
ADVISORY CORP., a Delaware corporation (the "Adviser").
WITNESSETH THAT:
---------------
WHEREAS, the Board of Directors of the Fund and the Adviser have agreed to
amend that certain Investment Management Agreement between the Fund and the
Adviser dated May 1, 1989 and as renewed on April 24, 1990 (the "Agreement") by
reducing the investment management fee paid to the Adviser by the Fund; and
WHEREAS, the Agreement terminates May 1, 1991 unless continued in the
manner required by the Investment Company Act of 1940; and
WHEREAS, the Board of Directors and the shareholders of the Fund, at
meetings called for the purpose, have approved the amendment to the Agreement
and the continuation of the Agreement until May 1, 1992 in the manner required
by the Investment Company Act of 1940.
NOW THEREFORE, in consideration of the mutual covenants contained herein
and in the Agreement as hereby amended, the Fund and the Adviser hereby agree to
amend the Agreement as follows:
1. Section 2 of the Agreement shall be deleted in its entirety and the
following shall be inserted in lieu thereof:
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 in an amount equal to the sum of .40 of 1% of the average
weekly net assets of the Fund and 4.25% of gross interest income (i.e.,
income other than gains from the sales of securities or gains realized from
futures contracts), computed in each case on an annualized basis. 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.
2. The first paragraph of Section 7 shall be deleted in its entirety
and the following inserted in lieu thereof:
8
This Agreement shall continue in effect until May 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.
IN WITNESS WHEREOF, each of the parties has caused this Amendment to be
executed in its name and on its behalf by a duly authorized officer as of the
day and year first above written.
NUVEEN NEW YORK MUNICIPAL VALUE FUND, INC.
By:/s/
-----------------------------------------
Vice President
Attest:/s/
---------------------------
Assistant Secretary
NUVEEN ADVISORY CORP.
By:/s/
-----------------------------------------
Vice President
Attest:/s/ G.R. Zimmerman
----------------------------
Assistant Secretary
9
NUVEEN NEW YORK MUNICIPAL VALUE FUND, INC.
AMENDMENT AND RENEWAL OF INVESTMENT MANAGEMENT AGREEMENT
--------------------------------------------------------
Agreement made this 27th day of April, 1992, by and between NUVEEN NEW YORK
MUNICIPAL VALUE FUND, INC., a Minnesota corporation (the "Fund"), and NUVEEN
ADVISORY CORP., a Delaware corporation (the "Adviser"), to be effective May 1,
1992.
WITNESSETH THAT:
---------------
WHEREAS, the Board of Directors of the Fund and the Adviser have agreed to
amend that certain Investment Management Agreement between the Fund and the
Adviser dated May 1, 1989, as subsequently amended and renewed (the
"Agreement"), by reducing the investment management fee paid to the Adviser by
the Fund; and
WHEREAS, the Agreement terminates May 1, 1992 unless continued in the
manner required by the Investment Company Act of 1940; and
WHEREAS, the Board of Directors and the shareholders of the Fund, at
meetings called for the purpose, have approved the amendment to the Agreement
and the continuation of the Agreement until May 1, 1993 in the manner required
by the Investment Company Act of 1940.
NOW THEREFORE, in consideration of the mutual covenants contained herein
and in the Agreement as hereby amended, the Fund and the Adviser hereby agree to
amend the Agreement as follows:
1. Section 2 of the Agreement shall be deleted in its entirety and the
following shall be inserted in lieu thereof:
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 in an amount equal to the sum of .35 of 1% of the average
weekly net assets of the Fund and 4.125% of gross interest income (i.e.,
income other than gains from the sales of securities or gains realized from
futures contracts), computed in each case on an annualized basis. 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.
2. The first paragraph of Section 7 shall be deleted in its entirety and
the following inserted in lieu thereof:
10
This Agreement shall continue in effect until May 1, 1993, 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.
IN WITNESS WHEREOF, each of the parties has caused this Amendment to be
executed in its name and on its behalf by a duly authorized officer as of the
day and year first above written.
NUVEEN NEW YORK MUNICIPAL VALUE FUND, INC.
By: /s/
---------------------------------------
Vice President
Attest:/s/ G.R. Zimmerman
---------------------------
Assistant Secretary
NUVEEN ADVISORY CORP.
By:/s/ Thomas C. Spalding
-----------------------------------------
Vice President
Attest:/s/ Larry Martin
----------------------------
Assistant Secretary
11
Renewal of Investment Management Agreement
------------------------------------------
This Agreement made this 23rd day of February, 1993 by and between Nuveen New
York Municipal Value Fund, Inc , a Minnesota Corporation (the "Fund"), and
Nuveen Advisory Corp., a Delaware corporation (the "Adviser");
WHEREAS, the parties hereto are the contracting parties under that certain
Investment Management Agreement (the "Agreement") pursuant to which the Adviser
furnishes investment management and other services to the Fund; and
WHEREAS, the Agreement terminates August 1, 1993 unless continued in the manner
required by the Investment Company Act of 1940; and
WHEREAS, the Board of Directors and the shareholders of the Fund, at meetings
called for the purpose of reviewing the Agreement, have approved the Agreement
and its continuance until August 1, 1993 in the manner required by the
Investment Company Act of 1940.
NOW THEREFORE, in consideration of the mutual covenants contained in the
Agreement the parties hereto do hereby continue the Agreement in effect until
August 1, 1993 and ratify and confirm the Agreement in all respects.
NUVEEN NEW YORK MUNICIPAL VALUE FUND, INC.
By:/s/
-----------------------------------------
Vice President
ATTEST:
/s/ G.R. Zimmerman
----------------------------------
Assistant Secretary
NUVEEN ADVISORY CORP.
By:/s/ Thomas C. Spalding
-----------------------------------------
ATTEST:
/s/
-----------------------------------
Assistant Secretary
12
Renewal of Investment Management Agreement
------------------------------------------
This Agreement made this 28th day of July, 1993 by and between Nuveen New York
Municipal Value Fund, Inc., a Minnesota corporation (the "Fund"), and Nuveen
Advisory Corp., a Delaware corporation (the "Adviser");
WHEREAS, the parties hereto are the contracting parties under that certain
Investment Management Agreement (the "Agreement") pursuant to which the
Adviser furnishes investment management and other services to the Fund; and
WHEREAS, the Agreement terminates August 1, 1993 unless continued in the
manner required by the Investment Company Act of 1940; and
WHEREAS, the Board of Directors and the shareholders of the Fund, at
meetings called for the purpose of reviewing the Agreement, have approved
the Agreement and its continuance until August 1, 1994 in the manner
required by the Investment Company Act of 1940.
NOW THEREFORE, in consideration of the mutual covenants contained in the
Agreement the parties hereto do hereby continue the Agreement in effect
until August 1, 1994 and ratify and confirm the Agreement in all respects.
NUVEEN NEW YORK MUNICIPAL VALUE FUND, INC.
By:/s/
-----------------------------------------
Vice President
ATTEST:
/s/ G.R. Zimmerman
---------------------------------
Assistant Secretary
NUVEEN ADVISORY CORP.
By:/s/ Thomas C. Spalding
-----------------------------------------
ATTEST:
/s/ Larry Martin
----------------------------------
Assistant Secretary
13
NUVEEN NEW YORK MUNICIPAL VALUE FUND, INC.
------------------------------------------
RENEWAL OF INVESTMENT MANAGEMENT AGREEMENT
------------------------------------------
This Agreement made this 27th day of July, 1994 by and between Nuveen New York
Municipal Value Fund, Inc., a Minnesota corporation (the "Fund"), and Nuveen
Advisory Corp., a Delaware corporation (the "Adviser");
WHEREAS, the parties hereto are the contracting parties under that certain
Investment Management Agreement (the "Agreement") pursuant to which the Adviser
furnishes investment management and other services to the Fund; and
WHEREAS, the Agreement terminates August 1, 1994 unless continued in the manner
required by the Investment Company Act of 1940; and
WHEREAS, the Board of Directors, at a meeting called for the purpose of
reviewing the Agreement, have approved the Agreement and its continuance until
August 1, 1995 in the manner required by the Investment Company Act of 1940.
NOW THEREFORE, in consideration of the mutual covenants contained in the
Agreement the parties hereto do hereby continue the Agreement in effect until
August 1, 1995 and ratify and confirm the Agreement in all respects.
NUVEEN NEW YORK MUNICIPAL VALUE FUND, INC.
By:/s/ G.R. Zimmerman
----------------------------------------
Vice President
ATTEST:
/s/
--------------------------------
Assistant Secretary
NUVEEN ADVISORY CORP.
By:/s/
-----------------------------------------
ATTEST: Vice President
/s/ Larry Martin
---------------------------------
Assistant Secretary
14
NUVEEN NEW YORK MUNICIPAL VALUE FUND, INC.
------------------------------------------
RENEWAL OF INVESTMENT MANAGEMENT AGREEMENT
------------------------------------------
This Agreement made this 9th day of May, 1995 by and between Nuveen New York
Municipal Value Fund, Inc., a Minnesota corporation (the "Fund"), and Nuveen
Advisory Corp., a Delaware corporation (the "Adviser");
WHEREAS, the parties hereto are the contracting parties under that certain
Investment Management Agreement (the "Agreement") pursuant to which the Adviser
furnishes investment management and other services to the Fund; and
WHEREAS, the Agreement terminates August 1, 1995 unless continued in the manner
required by the Investment Company Act of 1940; and
WHEREAS, the Board of Directors, at a meeting called for the purpose of
reviewing the Agreement, have approved the Agreement and its continuance until
August 1, 1996 in the manner required by the Investment Company Act of 1940.
NOW THEREFORE, in consideration of the mutual covenants contained in the
Agreement the parties hereto do hereby continue the Agreement in effect until
August 1, 1996 and ratify and confirm the Agreement in all respects.
NUVEEN NEW YORK MUNICIPAL VALUE FUND, INC.
By:/s/ G.R. Zimmerman
----------------------------------------
Vice President
ATTEST:
/s/
---------------------------------
Assistant Secretary
NUVEEN ADVISORY CORP.
By:/s/
-----------------------------------------
Vice President
ATTEST:
/s/ Larry Martin
----------------------------------
Assistant Secretary
15