EXHIBIT 10.14
MANAGEMENT AGREEMENT
BETWEEN
NUVEEN FLOATING RATE FUND
AND
NUVEEN INSTITUTIONAL ADVISORY CORP.
NUVEEN FLOATING RATE FUND, a Massachusetts business trust registered
under the Investment Company Act of 1940 ("1940 Act") as a closed-end management
investment company ("Fund"), hereby appoints NUVEEN INSTITUTIONAL ADVISORY
CORP., a Delaware corporation registered under the Investment Advisers Act of
1940 as an investment adviser, of Chicago, Illinois ("Manager"), to furnish
investment advisory and management services and certain administrative services
with respect to the assets represented by the shares of beneficial interest
issued by the Fund. Fund and Manager hereby agree that:
1. Investment Management Services. Manager shall manage the
investment operations of the Fund, subject to the terms of this
Agreement and to the supervision and control of the Fund's Board of
Trustees ("Trustees"). Manager agrees to perform, or arrange for the
performance of, the following services with respect to the Fund:
(a) obtain and evaluate such information relating to
economies, industries, businesses, securities and commodities
markets, and individual securities, commodities and indices as
it may deem necessary or useful in discharging its
responsibilities hereunder;
(b) formulate and maintain a continuous investment
program in a manner consistent with and subject to (i) the
Fund's declaration of trust and by-laws; (ii) the Fund's
investment objectives, policies, and restrictions as set forth
in written documents furnished by the Fund to Manager; (iii)
all securities, commodities, and tax laws and regulations
applicable to the Fund; and (iv) any other written limits or
directions furnished by the Trustees to Manager;
(c) unless otherwise directed by the Trustees, to
determine from time to time securities, commodities, interests
or other investments to be purchased, sold, retained or lent
by the Fund, and to implement those decisions, including the
selection of entities with or through which such purchases,
sales or loans are to be effected;
(d) use reasonable efforts to manage the Fund so
that it will qualify as a regulated investment company under
subchapter M of the Internal Revenue Code of 1986, as amended;
(e) make recommendations as to the manner in which
voting rights, rights to consent to Fund action, and any other
rights pertaining to the Fund shall be exercised;
(f) make available to the Fund promptly upon request
all of the Fund's records and ledgers and any reports or
information reasonably requested by the Fund;
(g) the extent required by law, to furnish to
regulatory authorities any information or reports relating to
the services provided pursuant to this Agreement;
(h) monitor the provisions of the loan agreements and
any agreements with respect to participations and assignments
and be responsible for recordkeeping with respect to senior
loans in the Fund's portfolio;
(i) prepare all reports required to be sent to
holders of shares of the Fund ("Shareholders"), and arrange
for the printing and dissemination of such reports to
shareholders;
(j) arrange for the dissemination to shareholders of
the Fund's proxy materials and oversee the tabulation of
proxies;
(k) negotiate the terms and conditions under which
custodian services will be provided to the Fund and the fees
to be paid by the Fund to its custodian (which may or may not
be an affiliate of the Fund's investment adviser), in
connection therewith;
(l) negotiate the terms and conditions under which
dividend disbursing services will be provided to the Fund, and
the fees to be paid by the Fund in connection therewith and
review the provision of dividend disbursing services to the
Fund;
(m) determine the amounts available for distribution
as dividends and distributions to be paid by the Fund to its
Shareholders; prepare and arrange for the printing of dividend
notices to Shareholders; and provide the Fund's dividend
disbursing agent and custodian with such information as is
required for such parties to effect the payment of dividends
and distributions and to implement the Fund's dividend
reinvestment plan;
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(n) make such reports and recommendations to the
Board as the Board reasonably requests or deems appropriate;
and
(o) provide shareholder services to holders or
potential holders of the Fund's securities including, but not
limited to, shareholder requests for information.
Except as otherwise instructed from time to time by the
Trustees, with respect to execution of transactions for the Fund,
Manager shall place, or arrange for the placement of, all orders for
purchases, sales, or loans with issuers, brokers, dealers or other
counterparts or agents selected by Manager. In connection with the
selection of all such parties for the placement of all such orders,
Manager shall attempt to obtain most favorable execution and price, but
may nevertheless in its sole discretion as a secondary factor, purchase
and sell portfolio securities from and to brokers and dealers who
provide Manager with statistical, research and other information,
analysis, advice, and similar services. In recognition of such services
or brokerage services provided by a broker or dealer, Manager is hereby
authorized to pay such broker or dealer a commission or spread in
excess of that which might be charged by another broker or dealer for
the same transaction if the Manager determines in good faith that the
commission or spread is reasonable in relation to the value of the
services so provided.
The Fund hereby authorizes any entity or person associated
with Manager that is a member of a national securities exchange to
effect any transaction on the exchange for the account of a Fund to the
extent permitted by and in accordance with Section 11(a) of the
Securities Exchange Act or 1934 and Rule 11a2-2(T) thereunder. The Fund
hereby consents to the retention by such entity or person of
compensation for such transactions in accordance with Rule
11a-2-2(T)(a)(iv).
Manager may, where it deems to be advisable, aggregate orders
for its other customers together with any securities of the same type
to be sold or purchased for the Fund in order to obtain best execution
or lower brokerage commissions. In such event, Manager shall allocate
the shares so purchased or sold, as well as the expenses incurred in
the transaction, in a manner it considers to be equitable and fair and
consistent with its fiduciary obligations to the Fund and Manager's
other customers.
Manager shall for all purposes be deemed to be an independent
contractor and not an agent of the Fund and shall, unless otherwise
expressly provided or authorized, have no authority to act for or
represent the Fund in any way.
2. Administrative Services. Subject to the terms of this
Agreement and to the supervision and control of the Trustees, Manager
shall provide to the Fund facilities, equipment, statistical and
research data, clerical, accounting and bookkeeping services,
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internal auditing and legal services, and personnel to carry out all
management services required for operation of the business and affairs
of the Fund other than those services to be performed by the Fund's
Underwriter pursuant to an Underwriting Agreement, those services to be
performed by the Fund's Custodian pursuant to a Custody Agreement,
those services to be performed by the Fund's Transfer Agent pursuant to
a Transfer Agency Agreement, those services to be provided pursuant to
a Fund Accounting Agreement and those services normally performed by
the Fund's counsel and auditors.
3. Use of Affiliated Companies and Subcontractors. In
connection with the services to be provided by Manager under this
Agreement, Manager may, to the extent it deems appropriate, and subject
to compliance with the requirements of applicable laws and regulations,
make use of (i) its affiliated companies and their directors, trustees,
officers, and employees and (ii) subcontractors selected by Manager,
provided that Manager shall supervise and remain fully responsible for
the services of all such third parties in accordance with and to the
extent provided by this Agreement. All costs and expenses associated
with services provided by any such third parties shall be borne by
Manager or such parties.
4. Expenses Borne by the Fund. Except to the extent
expressly assumed by Manager herein or under a separate agreement
between the Fund and Manager and except to the extent required by law
to be paid by Manager, Manager shall not be obligated to pay any costs
or expenses incidental to the organization, operations or business of
the Fund. Without limitation, costs and expenses for which the Manager
shall have no obligation shall include but not be limited to:
(a) all charges of depositories, custodians and other
agencies for the safekeeping and servicing of the Fund's cash,
securities, and other property;
(b) all charges for equipment or services used for
obtaining price quotations or for communication between
Manager or Fund and the custodian, transfer agent or any other
agent selected by the Fund;
(c) all charges for and accounting services provided
to the Fund by Manager, or any other provider of such
services;
(d) all charges for services of the Fund's
independent auditors and for services to the Fund by legal
counsel;
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(e) all compensation of Trustees, other than those
affiliated with Manager, all expenses incurred in connection
with their services to the Fund, and all expenses of meetings
of the Trustees or committees thereof;
(f) all expenses incidental to holding meetings of
Shareholders, including printing and of supplying each
record-date Shareholder with notice and proxy solicitation
material, and all other proxy solicitation expense;
(g) all expenses of printing of annual or more
frequent revisions of the Fund's prospectus;
(h) all expenses related to preparing, printing and
transmitting certificates representing Fund shares;
(i) all expenses of bond and insurance coverage
required by law or deemed advisable by the Trustees;
(j) all brokers' commissions and other normal charges
incident to the purchase, sale, or lending of portfolio
securities;
(k) all taxes and governmental fees payable to
Federal, state or other governmental agencies, domestic or
foreign, including all stamp or other transfer taxes;
(l) all expenses of registering and maintaining the
registration of the Fund under the 1940 Act and, to the extent
no exemption is available, expenses of registering the Fund's
shares under the 1933 Act, of qualifying and maintaining
qualification of the Fund and of the Fund's shares for sale
under securities laws of various states or other jurisdictions
and of registration and qualification of the Fund under all
other laws applicable to the Fund or its business activities;
(m) all interest on indebtedness, if any, incurred by
the Fund; and
(n) all expenses incurred in making periodic
repurchase offers for Fund shares, pursuant to Rule 23c-3
under the 1940 Act or otherwise, and in effectuating
repurchases pursuant to any such offer; and
(o) all fees, dues and other expenses incurred by
the Fund in connection with membership of the Fund in any
trade association or other investment company organization.
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5. Allocation of Expenses Borne by the Fund. Any expenses
borne by the Fund that are attributable solely to the organization,
operation or business of the Fund shall be paid solely out of Fund
assets. Any expense borne by the Fund which is not solely attributable
to the Fund, shall be apportioned in such manner as Manager determines
is fair and appropriate, or as otherwise specified by the Board of
Trustees.
6. Expenses Borne by Manager. Manager at its own expense shall
furnish all executive and other personnel, office space, and office
facilities required to render the investment management and
administrative services set forth in this Agreement.
In the event that Manager pays or assumes any expenses of the
Fund not required to be paid or assumed by Manager under this
Agreement, Manager shall not be obligated hereby to pay or assume the
same or similar expense in the future; provided that nothing contained
herein shall be deemed to relieve Manager of any obligation to the Fund
under any separate agreement or arrangement between the parties.
7. Management Fee. For the services rendered, facilities
provided, and charges assumed and paid by Manager hereunder, the Fund
shall pay to Manager out of the assets of the Fund fees at the annual
rate as set forth in Schedule A to this Agreement. The management fee
shall accrue on each calendar day, and shall be payable monthly on the
first business day of the next succeeding calendar month. The daily fee
accrual shall be computed by multiplying the fraction of one divided by
the number of days in the calendar year by the applicable annual rate
of fee, and multiplying this product by the Managed Assets of the Fund,
as of the close of business on the last preceding business day on which
the Fund's net asset value was determined. For purposes of calculation
of the management fee, the Fund's Managed Assets shall mean the daily
gross asset value of the Fund, minus the sum of (i) the Fund's accrued
and unpaid dividends on any outstanding preferred shares of beneficial
interest of the Fund ("Preferred Shares") and (ii) accrued liabilities
(other than the amount of any borrowings incurred, commercial paper or
notes issued by the Fund and liquidation preference of any outstanding
Preferred Shares), using the values determined in the manner
established by the Trustees.
8. Non-Exclusivity. The services of Manager to the Fund
hereunder are not to be deemed exclusive and Manager shall be free to
render similar services to others.
9. Standard of Care. The Manager 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,
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or gross negligence on the part of the Manager in the performance of
its obligations and duties, or by reason of its reckless disregard of
its obligations and duties under this Agreement.
10. Amendment. This Agreement may not be amended as to the
Fund without the affirmative votes (a) of a majority of the Board of
Trustees, including a majority of those Trustees who are not
"interested persons" of the Fund or of Manager, voting in person at a
meeting called for the purpose of voting on such approval, and (b) of a
"majority of the outstanding shares" of the Fund. The terms "interested
persons" and "vote of a majority of the outstanding shares" shall be
construed in accordance with their respective definitions in the 1940
Act and, with respect to the latter term, in accordance with Rule 18f-2
under the 1940 Act.
11. Effective Date and Termination. This Agreement shall
become effective as of the effective date for the Fund specified in
Schedule A hereto. This Agreement may be terminated at any time,
without payment of any penalty, by the Board of Trustees of the Fund,
or by a vote of a majority of the outstanding shares, upon at least
sixty (60) days' written notice to Manager. This Agreement may be
terminated by Manager at any time upon at least sixty (60) days'
written notice to the Fund. This Agreement shall terminate
automatically in the event of its "assignment" (as defined in the 1940
Act). Unless terminated as hereinbefore provided, this Agreement shall
continue in effect for an initial period from the effective date
applicable to the Fund specified in Schedule A to the end of the
Initial Term indicated in Schedule A, and thereafter from year to year
only so long as such continuance is specifically approved with respect
to the Fund at least annually (a) by a majority of those Trustees who
are not interested persons of the Fund or of Manager, voting in person
at a meeting called for the purpose of voting on such approval, and (b)
by either the Board of Trustees of the Fund or by a "vote of a majority
of the outstanding shares" of the Fund.
12. Ownership of Records; Interparty Reporting. All records
required to be maintained and preserved by the Fund pursuant to the
provisions of rules or regulations of the Securities and Exchange
Commission under Section 31(a) of the 1940 Act or other applicable laws
or regulations which are maintained and preserved by Manager on behalf
of the Fund and any other records the parties mutually agree shall be
maintained by Manager on behalf of the Fund are the property of the
Fund and shall be surrendered by Manager promptly on request by the
Fund; provided that Manager may at its own expense make and retain
copies of any such records.
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The Fund shall furnish or otherwise make available to Manager
such copies of the financial statements, proxy statements, reports, and
other information relating to the business and affairs of the Fund as
Manager may, at any time or from time to time, reasonably require in
order to discharge its obligations under this Agreement.
Manager shall prepare and furnish to the Fund statistical data
and other information in such form and at such intervals as the Fund
may reasonably request.
13. Non-Liability of Trustees and Shareholders. Any
obligation of the Fund hereunder shall be binding only upon the assets
of the Fund and shall not be binding upon any Trustee, officer,
employee, agent or Shareholder of the Fund. Neither the authorization
of any action by the Trustees or Shareholders of the Fund nor the
execution of this Agreement on behalf of the Fund shall impose any
liability upon any Trustee or any Shareholder.
14. Use of Manager's Name. The Fund may use the name "Nuveen
Floating Rate Fund" or any other name derived from the name "Nuveen"
only for so long as this Agreement or any extension, renewal, or
amendment hereof remains in effect, including any similar agreement
with any organization which shall have succeeded to the business of
Manager as investment adviser. At such time as this Agreement or any
extension, renewal or amendment hereof, or such other similar agreement
shall no longer be in effect, the Fund will cease to use any name
derived from the name "Nuveen" or otherwise connected with Manager, or
with any organization which shall have succeeded to Manager's business
as investment adviser.
15. References and Headings. In this Agreement and in any
such amendment, references to this Agreement and all expressions such
as "herein," "hereof," and "hereunder'" shall be deemed to refer to
this Agreement as amended or affected by any such amendments. Headings
are placed herein for convenience of reference only and shall not be
taken as a part hereof or control or affect the meaning, construction,
or effect of this Agreement. This Agreement may be executed in any
number of counterparts, each of which shall be deemed an original.
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Dated: August 1, 2002
NUVEEN FLOATING RATE FUND
Attest By /s/ Gifford R. Zimmerman
--------------------------------
Virginia L. O'Neal
- ---------------------------------
NUVEEN INSTITUTIONAL ADVISORY CORP.
Attest By /s/ Jessica R. Droeger
--------------------------------
Virginia L. O'Neal
- ---------------------------------
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NUVEEN FLOATING RATE FUND
MANAGEMENT AGREEMENT
SCHEDULE A
The Fund subject to this Agreement, the effective date and initial term
is as follows:
<Table>
<Caption>
FUND EFFECTIVE DATE INITIAL TERM
Nuveen Floating Rate Fund August 1, 2002 Until August 1, 2003
</Table>
Compensation pursuant to Section 7 of this Agreement shall be
calculated in accordance with the following schedule applicable to the Managed
Assets of the Fund:
<Table>
<Caption>
MANAGED ASSETS MANAGEMENT FEE
Up to $1.0 billion .7500 of 1%
$1.0 billion to $2.0 billion .7375 of 1%
$2.0 billion to $5.0 billion .7250 of 1%
$5.0 billion to $10.0 billion .7000 of 1%
$10.0 billion and over .6750 of 1%
</Table>