AMENDED INVESTMENT MANAGEMENT AGREEMENT
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AGREEMENT made as of the 26th day of July, 2005, and amended as of March 27,
2006, by and between NUVEEN MULTISTATE TRUST II, a Massachusetts business trust
(the "Fund"), and NUVEEN ASSET MANAGEMENT, a Delaware corporation (the
"Adviser").
WITNESSETH
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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 each Portfolio (except the
California High Yield Fund), calculated separately:
Average Total Daily Net Assets Rate
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For the first $125 million .3500%
For the next $125 million .3375%
For the next $250 million .3250%
For the next $500 million .3125%
For the next $1 billion .3000%
For the next $3 billion .2750%
For net assets over $5 billion .2500%
The Fund Level Fee for the California High Yield Fund shall be computed
by applying the following annual rate to the average daily net assets of the
Fund:
Average Total Daily Net Assets Rate
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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 the California High Yield Fund only, the Adviser will waive fees and
reimburse expenses in order to prevent total annual fund operating expenses-net
(excluding 12b-1 distribution and service fees and extraordinary expenses) from
exceeding 1.00% of the average daily net assets of any class of fund shares of
Nuveen California High Yield Municipal Bond Fund, subject to possible further
reductions as a result of reductions in the complex-level fee component of the
management fee.
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
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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 California Municipal Bond Fund, Nuveen
California Insured Municipal Bond Fund, Nuveen Massachusetts Municipal Bond
Fund, Nuveen Massachusetts Insured Municipal Bond Fund, Nuveen New York
Municipal Bond Fund and Nuveen New York 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
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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.
The foregoing enumerated expenses for the Nuveen California Municipal Bond
Fund, Nuveen California Insured Municipal Bond Fund, Nuveen Massachusetts
Municipal Bond Fund, Nuveen Massachusetts Insured Municipal Bond Fund, Nuveen
New York Municipal Bond Fund and Nuveen New York 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: (a) .75 of 1% of each Portfolio's
average net assets for such year for Nuveen California Municipal Bond Fund,
Nuveen Massachusetts Municipal Bond Fund and Nuveen New York Municipal Bond
Fund; or (b) .975 of 1% of each Portfolio's average net assets for such year for
Nuveen California Insured Municipal Bond Fund, Nuveen Massachusetts Insured
Municipal Bond Fund and Nuveen New York Insured Municipal Bond Fund. 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.
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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 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 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 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
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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.
11. The Adviser and its affiliates reserve the right to grant, at any time, the
use of the name "Nuveen", 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 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.
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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 MULTISTATE TRUST II
by: /s/ Xxxxxxx X. Xxxxxxx
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Vice President
/s/ Xxxxxxxx X'Xxxx
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Assistant Secretary
NUVEEN ASSET MANAGEMENT
by: /s/ Xxxxx X. Xxxxxxxxx
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Managing Director
Attest: /s/ Xxxxx Xxxxxx
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Assistant Secretary
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Exhibit A
Nuveen California Municipal Bond Fund
Nuveen California Insured Municipal Bond Fund
Nuveen Connecticut Municipal Bond Fund
Nuveen Massachusetts Municipal Bond Fund
Nuveen Massachusetts Insured Municipal Bond Fund
Nuveen New Jersey Municipal Bond Fund
Nuveen New York Municipal Bond Fund
Nuveen New York Insured Municipal Bond Fund
Nuveen California High Yield Municipal Bond Fund effective 3/27/06
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To: Nuveen Multistate Trust II - Nuveen California High Yield Municipal Bond
Fund (the "Fund")
From: Nuveen Asset Management (the "Adviser")
Date: March 27, 2006
Re: Temporary expense cap
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This is to memorialize the Adviser's agreement with the Fund that the Adviser
will waive fees and reimburse expenses of the Fund through June 30, 2009, in
order to prevent total annual fund operating expenses-net (excluding 12b-1
distribution and service fees and extraordinary expenses) from exceeding .75%
of the average daily net assets of any class of fund shares of the Fund,
subject to possible further reductions as a result of reductions in the
complex-level fee component of the management fee.
NUVEEN MULTISTATE TRUST II
By: /S/ XXXXXXX X. XXXXXXX
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Vice President
Attest: /S/ XXXXXXXX X'XXXX
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Assistant Secretary
NUVEEN ASSET MANAGEMENT
By: /S/ XXXXX X. XXXXXXXXX
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Managing Director
Attest: /S/ XXXXX XXXXXX
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Assistant Secretary
