NUVEEN INVESTMENT TRUST II MANAGEMENT AGREEMENT SCHEDULE A AMENDED AS OF MAY 27, 2010
NUVEEN INVESTMENT TRUST II
MANAGEMENT AGREEMENT
SCHEDULE A
AMENDED AS OF MAY 27, 2010
The Funds of the Trust currently subject to this Agreement and the effective date of each are as follows:
| FUND |
EFFECTIVE DATE | TERM | ||
| Nuveen Santa Xxxxxxx Growth Fund |
August 1, 2008 | Until August 1, 2010 | ||
| Nuveen Santa Xxxxxxx Dividend Growth Fund |
August 1, 2008 | Until August 1, 2010 | ||
| Nuveen Symphony Large-Cap Value Fund |
August 1, 2008 | Until August 1, 2010 | ||
| Nuveen Symphony Small-Mid Cap Core Fund |
August 1, 2008 | Until August 1, 2010 | ||
| Nuveen Symphony Mid-Cap Core Fund |
August 1, 2008 | Until August 1, 2010 | ||
| Nuveen Symphony Large-Cap Growth Fund |
August 1, 2008 | Until August 1, 2010 | ||
| Nuveen Tradewinds Global Resources Fund |
August 1, 2008 | Until August 1, 2010 | ||
| Nuveen Symphony Optimized Alpha Fund |
August 1, 2008 | Until August 1, 2010 | ||
| Nuveen Tradewinds International Value Fund |
August 1, 2008 | Until August 1, 2010 | ||
| Nuveen Tradewinds Global All-Cap Fund |
August 1, 2008 | Until August 1, 2010 | ||
| Nuveen Santa Xxxxxxx Strategic Growth Fund, formerly, |
November 30, 2007 | Until August 1, 2010 | ||
| Nuveen Santa Xxxxxxx Mid-Cap Growth Fund, formerly, |
November 30, 2007 | Until August 1, 2010 | ||
| Nuveen Symphony International Equity Fund |
May 30, 2008 | Until August 1, 2010 | ||
1
| Nuveen Santa Xxxxxxx EcoLogic Equity Fund |
December 29, 2008 | Until August 1, 2010 | ||
| Nuveen Santa Xxxxxxx Growth Plus Fund |
December 30, 2008 | Until August 1, 2010 | ||
| Nuveen Tradewinds Global All-Cap Plus Fund |
December 30, 2008 | Until August 1, 2010 | ||
| Nuveen Tradewinds Emerging Markets Fund |
December 29, 2008 | Until August 1, 2010 | ||
| Nuveen Tradewinds Japan Fund |
December 29, 2008 | Until August 1, 2010 | ||
| Nuveen Santa Xxxxxxx Global Equity Fund |
April 24, 2009 | Until August 1, 2010 | ||
| Nuveen Santa Xxxxxxx International Equity Fund |
April 24, 2009 | Until August 1, 2010 | ||
| Xxxxxx Xxxxxxx Large-Cap Growth Fund |
May 15, 2009 | Until August 1, 2010 | ||
| Nuveen Tradewinds Global Flexible Allocation Fund |
May 27, 2010 | Until August 1, 2011 | ||
2
NUVEEN INVESTMENT TRUST II
MANAGEMENT AGREEMENT
SCHEDULE B
AMENDED AS OF MAY 27, 2010
| a. | Compensation pursuant to Section 7 of this Agreement shall be calculated with respect to each Fund in accordance with the following schedule applicable to the average daily net assets of the Fund: Each Fund’s Management Fee will equal the sum of a Fund-Level Fee and a Complex-Level Fee. Certain Funds are subject to expense limitations as described in this Schedule. |
| b. | The Fund-Level Fee for each Fund shall be computed by applying the following annual rate to the average total daily net assets of the Fund: |
| Average Total Daily Net Assets |
Rate | Rate | Rate | Rate | ||||||||
| Nuveen Santa Xxxxxxx Growth Fund |
Nuveen Santa Xxxxxxx Dividend Growth Fund |
Nuveen Santa Xxxxxxx Global Equity Fund |
Nuveen Santa Xxxxxxx International Equity Fund |
|||||||||
| For the first $125 million |
.7000 | % | .6000 | % | .7000 | % | 0.7500 | % | ||||
| For the next $125 million |
.6875 | % | .5875 | % | .6875 | % | 0.7375 | % | ||||
| For the next $250 million |
.6750 | % | .5750 | % | .6750 | % | 0.7250 | % | ||||
| For the next $500 million |
.6625 | % | .5625 | % | .6625 | % | 0.7125 | % | ||||
| For the next $1 billion |
.6500 | % | .5500 | % | .6500 | % | 0.7000 | % | ||||
| Over $2 billion |
.6250 | % | .5250 | % | .6250 | % | 0.6750 | % |
3
| Average Total Daily Net Assets |
Rate | Rate | Rate | Rate | ||||||||
| Nuveen Santa Xxxxxxx Strategic Growth Fund |
Nuveen Santa Xxxxxxx Mid-Cap Growth Fund |
Nuveen Santa Xxxxxxx Growth Plus Fund |
Nuveen Santa Xxxxxxx EcoLogic Equity Fund |
|||||||||
| For the first $125 million |
.5900 | % | .6400 | % | .9000 | % | .6000 | % | ||||
| For the next $125 million |
.5775 | % | .6275 | % | .8825 | % | .5825 | % | ||||
| For the next $250 million |
.5650 | % | .6150 | % | .8750 | % | .5750 | % | ||||
| For the next $500 million |
.5525 | % | .6025 | % | .8625 | % | .5625 | % | ||||
| For the next $1 billion |
.5400 | % | .5900 | % | .8500 | % | .5500 | % | ||||
| Over $2 billion |
.5150 | % | .5650 | % | .8350 | % | .5350 | % |
| Average Total Daily Net Assets |
Rate | Rate | Rate | Rate | Rate | Rate | ||||||||||||
| Nuveen Symphony Mid-Cap Core Fund |
Nuveen Symphony Small-Mid Cap Core Fund |
Nuveen Symphony Large-Cap Growth Fund |
Nuveen Symphony Optimized Alpha Fund |
Nuveen Symphony Large-Cap Value Fund |
Nuveen Symphony International Equity Fund |
|||||||||||||
| For the first $125 million |
.7000 | % | .8000 | % | .6500 | % | .7500 | % | .6000 | % | .6800 | % | ||||||
| For the next $125 million |
.6875 | % | .7875 | % | .6375 | % | .7375 | % | .5875 | % | .6625 | % | ||||||
| For the next $250 million |
.6750 | % | .7750 | % | .6250 | % | .7250 | % | .5750 | % | .6550 | % | ||||||
| For the next $500 million |
.6625 | % | .7625 | % | .6125 | % | .7125 | % | .5625 | % | .6425 | % | ||||||
| For the next $1 billion |
.6500 | % | .7500 | % | .6000 | % | .7000 | % | .5500 | % | .6300 | % | ||||||
| Over $2 billion |
.6250 | % | .7250 | % | .5750 | % | .6750 | % | .5250 | % | .6150 | % |
4
| Average Total Daily Net Assets |
Rate | Rate | Rate | Rate | Rate | Rate | ||||||||||||
| Nuveen Tradewinds International Value Fund |
Nuveen Tradewinds Global All- Cap Fund |
Nuveen Tradewinds Emerging Markets Fund |
Nuveen Tradewinds Japan Fund |
Nuveen Tradewinds Global All- Cap Plus Fund |
Nuveen Tradewinds Global Resources Fund |
|||||||||||||
| For the first $125 million |
.8500 | % | .7500 | % | 1.0400 | % | .7900 | % | 1.0500 | % | .8000 | % | ||||||
| For the next $125 million |
.8375 | % | .7375 | % | 1.0225 | % | .7725 | % | 1.0325 | % | .7875 | % | ||||||
| For the next $250 million |
.8250 | % | .7250 | % | 1.0150 | % | .7650 | % | 1.0250 | % | .7750 | % | ||||||
| For the next $500 million |
.8125 | % | .7125 | % | 1.0025 | % | .7525 | % | 1.0125 | % | .7625 | % | ||||||
| For the next $1 billion |
.8000 | % | .7000 | % | .9900 | % | .7400 | % | 1.0000 | % | .7500 | % | ||||||
| Over $2 billion |
.7750 | % | .6750 | % | .9750 | % | .7250 | % | .9850 | % | .7250 | % |
5
| Average Total Daily Net Assets |
Rate | Rate | ||||
| Xxxxxx Xxxxxxx Large-Cap Growth Fund |
Nuveen Tradewinds Global Flexible Allocation Fund |
|||||
| For the first $125 million |
.5500 | % | .7000 | % | ||
| For the next $125 million |
.5375 | % | .6875 | % | ||
| For the next $250 million |
.5250 | % | .6750 | % | ||
| For the next $500 million |
.5125 | % | .6625 | % | ||
| For the next $1 billion |
.5000 | % | .6500 | % | ||
| Over $2 billion |
.4750 | % | .6250 | % |
6
| c. | Nuveen Asset Management will waive fees and reimburse expenses in order to prevent total annual fund operating expenses (excluding 12b-1 distribution and service fees, interest expenses, taxes, fees incurred in acquiring and disposing of portfolio securities, dividend and enhanced custody expenses on securities sold short and extraordinary expenses) from exceeding the percentage of the average daily net assets of any class of fund shares of each Fund as shown on the table below, subject in all cases to possible further reductions as a result of reductions in the complex-level fee component of the management fee. |
| Fund |
Permanent Expense Cap as a percentage of the average daily net assets of any class of the Fund |
||
| Nuveen Tradewinds Global All-Cap Fund |
1.55 | % | |
| Nuveen Santa Xxxxxxx Growth Fund |
1.40 | % | |
| Nuveen Santa Xxxxxxx Dividend Growth Fund |
1.30 | % | |
| Nuveen Symphony Mid-Cap Core Fund |
1.40 | % | |
| Nuveen Symphony Small/Mid-Cap Core Fund |
1.50 | % | |
| Nuveen Symphony Large-Cap Value Fund |
1.30 | % | |
| Nuveen Tradewinds Global Resources Fund |
1.55 | % | |
| Nuveen Symphony Large-Cap Growth Fund |
1.35 | % | |
| Nuveen Symphony Optimized Alpha Fund |
1.45 | % | |
| Nuveen Santa Xxxxxxx Strategic Growth Fund |
1.29 | % | |
| Nuveen Santa Xxxxxxx Strategic Mid-Cap Growth Fund |
1.34 | % | |
| Nuveen Symphony International Equity Fund |
1.38 | % | |
| Nuveen Tradewinds Emerging Markets Fund |
1.85 | % | |
| Nuveen Tradewinds Japan Fund |
1.50 | % | |
| Nuveen Tradewinds Global All-Cap Plus Fund |
1.85 | % | |
| Nuveen Santa Xxxxxxx EcoLogic Equity Fund |
1.25 | % | |
| Nuveen Santa Xxxxxxx Growth Plus Fund |
1.60 | % | |
| Nuveen Santa Xxxxxxx Global Equity Fund |
1.45 | % | |
| Nuveen Santa Xxxxxxx International Equity Fund |
1.45 | % | |
| Xxxxxx Xxxxxxx Large-Cap Growth Fund |
1.25 | % | |
| Nuveen Tradewinds Global Flexible Allocation Fund |
1.40 | % |
7
| d. | The Complex-Level Fee shall be calculated by reference to the daily net assets of the Eligible Funds, as defined in section 2 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 such Eligible Funds, such leveraging net assets, but to exclude, in the case of Eligible Funds that invest in other Eligible Funds (“Funds of Funds”), net assets of Funds of Funds attributable to investments in Eligible Funds) (“Complex-Level Assets”), pursuant to the following annual fee schedule: |
| Complex-Level | Effective Rate | |
| Asset | at Breakpoint | |
| Breakpoint Level | Level | |
| ($ million) |
(%) | |
| 55,000 |
0.2000 | |
| 56,000 |
0.1996 | |
| 57,000 |
0.1989 | |
| 60,000 |
0.1961 | |
| 63,000 |
0.1931 | |
| 66,000 |
0.1900 | |
| 71,000 |
0.1851 | |
| 76,000 |
0.1806 | |
| 80,000 |
0.1773 | |
| 91,000 |
0.1691 | |
| 125,000 |
0.1599 | |
| 200,000 |
0.1505 | |
| 250,000 |
0.1469 | |
| 300,000 |
0.1445 |
8
| e. | “Eligible Funds”, for purposes of the Agreement as so amended, 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 advisor’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. |
(SIGNATURE PAGE FOLLOWS)
9
Dated: May 27, 2010
NUVEEN INVESTMENT TRUST II
| ATTEST |
By | /s/Xxxx X. Xxxxxx | ||
| Vice President |
/s/ Xxxxxxxx X’Xxxx
NUVEEN ASSET MANAGEMENT
| ATTEST |
By | /s/Xxxxxxx X. Xxxxxxxxx | ||
| Managing Director |
/s/ Xxxxxxxxxxx X. Xxxxxxxxxx
10
