INVESTMENT SUB-ADVISORY AGREEMENT
AGREEMENT MADE THIS 28th day of July, 2005 by and between Nuveen Asset
Management, a Delaware corporation and a registered investment adviser
("Manager"), and Xxxxxxxxxxx Asset Management, Inc., a Delaware corporation and
a registered investment adviser ("Sub-Adviser").
WHEREAS, Manager is the investment manager for the Nuveen Xxxxxxxxxxx
Growth Fund, a series (the "Fund") of NUVEEN INVESTMENT TRUST II (the "Trust"),
an open-end diversified, management investment company registered under the
Investment Company Act of 1940, as amended ("1940 Act"); and
WHEREAS, Manager desires to retain Sub-Adviser as its agent to furnish
investment advisory services for the Fund, upon the terms and conditions
hereafter set forth;
NOW, THEREFORE, in consideration of the mutual covenants herein contained,
the parties hereto agree as follows:
1. Appointment. Manager hereby appoints Sub-Adviser to provide certain
sub-investment advisory services to the Fund for the period and on the terms set
forth in this Agreement. Sub-Adviser accepts such appointments and agrees to
furnish the services herein set forth for the compensation herein provided.
2. Additional Portfolios. In the event that the Trust establishes one or
more additional portfolios other than the Fund with respect to which the Manager
desires to engage the Sub-Adviser to render investment advisory services
hereunder, the Manager shall notify the Sub-Adviser of such desire. If the
Sub-Adviser is willing to render such services, it shall notify the Manager in
writing whereupon such portfolio or portfolios shall become a Fund hereunder.
3. Services to be Performed. Subject always to the supervision of Trust's
Board of Trustees and the Manager, Sub-Adviser will furnish an investment
program in respect of, make investment decisions for, and place all orders for
the purchase and sale of securities for the Fund, all on behalf of the Fund. In
the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to
the Trust, and will monitor the Fund' investments, and will comply with the
provisions of Trust's Declaration of Trust and By-laws, as amended from time to
time, and the stated investment objectives, policies and restrictions of the
Fund. Manager will provide Sub-Adviser with current copies of the Trust's
Declaration of Trust, By-laws, SEC registration statement (including the
prospectus) and any amendments thereto, and any objectives, policies or
limitations not appearing therein as they may be relevant to Sub-Adviser's
performance under this Agreement. Sub-Adviser and Manager will each make its
officers and employees available to the other from time to time at reasonable
times to review investment policies of the Fund and to consult with each other
regarding the investment affairs of the Fund. Sub-Adviser will report to the
Board of Trustees and to Manager with respect to the implementation of such
program.
Sub-Adviser is authorized to select the brokers or dealers that will
execute the purchases and sales of portfolio securities for the Fund, and is
directed to use its best efforts to obtain best
execution, which includes most favorable net results and execution of the Fund's
orders, taking into account all appropriate factors, including price, dealer
spread or commission, size and difficulty of the transaction and research or
other services provided. It is understood that the Sub-Adviser will not be
deemed to have acted unlawfully, or to have breached a fiduciary duty to the
Trust or the Fund, or be in breach of any obligation owing to the Trust or the
Fund under this Agreement, or otherwise, solely by reason of its having caused
the Fund to pay a member of a securities exchange, a broker or a dealer a
commission for effecting a securities transaction for the Fund in excess of the
amount of commission another member of an exchange, broker or dealer would have
charged if the Sub-Adviser determined in good faith that the commission paid was
reasonable in relation to the brokerage or research services provided by such
member, broker or dealer, viewed in terms of that particular transaction or the
Sub-Adviser's overall responsibilities with respect to its accounts, including
the Fund, as to which it exercises investment discretion. In addition, if in the
judgment of the Sub-Adviser, the Fund would be benefited by supplemental
services, the Sub-Adviser is authorized to pay spreads or commissions to brokers
or dealers furnishing such services in excess of spreads or commissions which
another broker or dealer may charge for the same transaction, provided that the
Sub-Adviser determined in good faith that the commission or spread paid was
reasonable in relation to the services provided. The Sub-Adviser will properly
communicate to the officers and trustees of the Trust such information relating
to transactions for any Fund as they may reasonably request. In no instance will
portfolio securities be purchased from or sold to the Manager, Sub-Adviser or
any affiliated person of either the Trust, Manager, or Sub-Adviser, except as
may be permitted under the 1940 Act;
Sub-Adviser further agrees that it:
(a) will use the same degree of skill and care in providing such services
as it uses in providing services to fiduciary accounts for which it
has investment responsibilities;
(b) will conform to all applicable Rules and Regulations of the Securities
and Exchange Commission in all material respects and in addition will
conduct its activities under this Agreement in accordance with any
applicable regulations of any governmental authority pertaining to its
investment advisory activities;
(c) will report regularly to Manager and to the Board of Trustees of the
Trust and will make appropriate persons available for the purpose of
reviewing with representatives of Manager and the Board of Trustees on
a regular basis at reasonable times the management of the Fund,
including, without limitation, review of the general investment
strategies of the Fund, the performance of the Fund in relation to
standard industry indices and general conditions affecting the
marketplace and will provide various other reports from time to time
as reasonably requested by Manager; and
(d) will prepare such books and records with respect to the Fund's
securities transactions as requested by the Manager and will furnish
Manager and Trust's
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Board of Trustees such periodic and special reports as the Board or
Manager may reasonably request.
4. Expenses. During the term of this Agreement, Sub-Adviser will pay all
expenses incurred by it in connection with its activities under this Agreement
other than the cost of securities (including brokerage commission, if any)
purchased for the Fund.
5. Compensation. For the services provided and the expenses assumed
pursuant to this Agreement, Manager will pay the Sub-Adviser, and the Sub-
Adviser agrees to accept as full compensation therefor, a portfolio management
fee based on daily net assets at the annual rate set forth below:
Assets Rate of Fee
For the first $500 million .35 of 1%
For assets over $500 million .30 of 1%
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 is in effect during the month and year, respectively.
6. Services to Others. Manager understands, and has advised Trust's Board
of Trustees, that Sub-Adviser now acts, or may in the future act, as an
investment adviser to fiduciary and other managed accounts, and as investment
adviser or sub-investment adviser to other investment companies, provided that
whenever a Fund and one or more other investment advisory clients of Sub-Adviser
have available funds for investment, investments suitable and appropriate for
each will be allocated in a manner believed by Sub-Adviser to be equitable to
each. Manager recognizes, and has advised Trust's Board of Trustees, that in
some cases this procedure may adversely affect the size of the position that the
Fund may obtain in a particular security. It is further agreed that, on
occasions when the Sub-Adviser deems the purchase or sale of a security to be in
the best interests of a Fund as well as other accounts, it may, to the extent
permitted by applicable law, but will not be obligated to, aggregate the
securities to be so sold or purchased for the Fund with those to be sold or
purchased for other accounts in order to obtain favorable execution and lower
brokerage commissions. In addition, Manager understands, and has advised Trust's
Board of Trustees, that the persons employed by Sub-Adviser to assist in
Sub-Adviser's duties under this Agreement will not devote their full time to
such service and nothing contained in this Agreement will be deemed to limit or
restrict the right of Sub-Adviser or any of its affiliates to engage in and
devote time and attention to other businesses or to render services of whatever
kind or nature. It is also agreed that the Sub-Adviser may use any supplemental
research obtained for the benefit of the Fund in providing investment advice to
its other investment advisory accounts or for managing its own accounts.
7. Limitation of Liability. Manager will not take any action against
Sub-Adviser to hold Sub-Adviser liable for any error of judgment or mistake of
law or for any loss suffered by the Fund in connection with the performance of
Sub-Adviser's duties under this Agreement, except for a loss resulting from
Sub-Adviser's willful misfeasance, bad faith, or gross negligence
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in the performance of its duties or by reason of its reckless disregard of its
obligations and duties under this Agreement.
8. Term; Termination; Amendment. This Agreement shall become effective
with respect to the Fund on the same date as the Management Agreement between
the Trust and the Manager becomes effective with respect to the Fund, provided
that it has been approved by a vote of a majority of the outstanding voting
securities of the Fund in accordance with the requirements of the 1940 Act, and
shall remain in full force until August 1, 2006 unless sooner terminated as
hereinafter provided. This Agreement shall continue in force from year to year
thereafter with respect to the Fund, but only as long as such continuance is
specifically approved for the Fund at least annually in the manner required by
the 1940 Act and the rules and regulations thereunder; provided, however, that
if the continuation of this Agreement is not approved for the Fund, the
Sub-Adviser may continue to serve in such capacity for the Fund in the manner
and to the extent permitted by the 1940 Act and the rules and regulations
thereunder.
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
Manager on sixty (60) days' written notice to the Sub-Adviser. This Agreement
may also be terminated by the Trust with respect to a Fund by action of the
Board of Trustees or by a vote of a majority of the outstanding voting
securities of such Fund on sixty (60) days' written notice to the Sub- Adviser
by the Trust.
This Agreement may be terminated with respect to a Fund at any time without
the payment of any penalty by the Manager, the Board of Trustees or by vote of a
majority of the outstanding voting securities of such Fund in the event that it
shall have been established by a court of competent jurisdiction that the
Sub-Adviser or any officer or director of the Sub-Adviser has taken any action
which results in a breach of the covenants of the Sub-Adviser set forth herein.
The terms "assignment" and "vote of a majority of the outstanding voting
securities" shall have the meanings set forth in the 1940 Act and the rules and
regulations thereunder.
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Termination of this Agreement shall not affect the right of the Sub-Adviser
to receive payments on any unpaid balance of the compensation described in
Section 5 earned prior to such termination. This Agreement shall automatically
terminate in the event the Investment Management Agreement between the Manager
and the Trust is terminated with respect to the Fund, assigned or not renewed.
9. Notice. 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 the receipt of such notice.
10. Limitations on Liability. All parties hereto are expressly put on
notice of the Trust's Agreement and its Declaration of Trust and all amendments
thereto, a copy of which is on file with the Secretary of Massachusetts, and the
limitation of shareholder and trustee liability contained therein. The
obligations of the Trust entered in the name or on behalf thereof by any of the
Trustees, representatives or agents are made not individually but only in such
capacities and are not binding upon any of the Trustees, officers, or
shareholders of the Trust individually but are binding upon only the assets and
property of the Trust as to the relevant subject Fund, and persons dealing with
the Trust must look solely to the assets of the Trust and those assets belonging
to the subject Fund, for the enforcement of any claims.
11. Miscellaneous. The captions in this Agreement are included for
convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect. If any
provision of this Agreement is held or made invalid by a court decision,
statute, rule or otherwise, the remainder of this Agreement will not be affected
thereby. This Agreement will be binding upon and shall inure to the benefit of
the parties hereto and their respective successors.
12. Applicable Law. This Agreement shall be construed in accordance with
applicable federal law and (except as to Section 11 hereof which shall be
construed in accordance with the laws of Massachusetts) the laws of the State of
Illinois.
IN WITNESS WHEREOF, the Manager and the Sub-Adviser have caused this
Agreement to be executed as of the day and year first above written.
NUVEEN ASSET MANAGEMENT, a XXXXXXXXXXX ASSET
Delaware corporation MANAGEMENT, INC, a Delaware corporation
By: /s/ Xxxxx Xxxxxxx Antonatos By: /s/ Xxxxxxx X. Xxxxxx
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Title: Managing Director Title: Managing Director
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