Management Agreement
Between
Nuveen Investment Trust III
and
Nuveen Asset Management Inc.
NUVEEN INVESTMENT TRUST III, a Massachusetts business trust registered
under the Investment Company Act of 1940 ("1940 Act") as an open-end diversified
management series investment company ("Trust"), hereby appoints Nuveen Asset
Management Inc., 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 portion of its assets represented by the shares of
beneficial interest issued in the series listed in Schedule A hereto, as such
schedule may be amended from time to time (each such series hereinafter referred
to as "Fund"). Trust and Manager hereby agree that:
1. Investment Management Services. Manager shall manage the
investment operations of Trust and each Fund, subject to the terms of
this Agreement and to the supervision and control of Trust's Board of
Trustees ("Trustees"). Manager agrees to perform, or arrange for the
performance of, the following services with respect to each Fund:
(a) to 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) to formulate and maintain a continuous investment
program in a manner consistent with and subject to (i) Trust's
agreement and declaration of trust and by-laws; (ii) the Fund's
investment objectives, policies, and restrictions as set forth
in written documents furnished by the Trust to Manager; (iii)
all securities, commodities, and tax laws and regulations
applicable to the Fund and Trust; 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) to 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) to make recommendations as to the manner in which
voting rights, rights to consent to Trust or Fund action, and
any other rights pertaining to Trust or the Fund shall be
exercised;
(f) to make available to Trust promptly upon request all
of the Fund's records and ledgers and any reports or information
reasonably requested by the Trust; and
(g) to the extent required by law, to furnish to
regulatory authorities any information or reports relating to
the services provided pursuant to this Agreement.
Except as otherwise instructed from time to time by the
Trustees, with respect to execution of transactions for Trust on behalf
of a 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.
Trust 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. Trust hereby
consents
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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 Trust or one or more Funds 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 Trust, the
Funds, and Manager's other customers.
Manager shall for all purposes be deemed to be an independent
contractor and not an agent of Trust and shall, unless otherwise
expressly provided or authorized, have no authority to act for or
represent Trust 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 Trust facilities, equipment, statistical and
research data, clerical, accounting and bookkeeping services, internal
auditing and legal services, and personnel to carry out all management
services required for operation of the business and affairs of the Funds
other than those services to be performed by the Trust's Distributor
pursuant to the Distribution Agreement, those services to be performed
by the Trust's Custodian pursuant to the Custody Agreement, those
services to be performed by the Trust's Transfer Agent pursuant to the
Transfer Agency Agreement, those services to be provided by the Trust's
Custodian pursuant to the Accounting Agreement and those services
normally performed by the Trust'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 Trust. Except to the extent expressly
assumed by Manager herein or under a separate agreement between Trust
and Manager and except to the extent required by law to be paid by
Manager, Manager shall not be obligated to pay
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any costs or expenses incidental to the organization, operations or
business of the Trust. Without limitation, such costs and expenses shall
include but not be limited to:
(a) all charges of depositories, custodians and other
agencies for the safekeeping and servicing of its cash,
securities, and other property;
(b) all charges for equipment or services used for
obtaining price quotations or for communication between Manager
or Trust and the custodian, transfer agent or any other agent
selected by Trust;
(c) all charges for and accounting services provided to
Trust by Manager, or any other provider of such services;
(d) all charges for services of Trust's independent
auditors and for services to Trust by legal counsel;
(e) all compensation of Trustees, other than those
affiliated with Manager, all expenses incurred in connection
with their services to Trust, and all expenses of meetings of
the Trustees or committees thereof;
(f) all expenses incidental to holding meetings of
holders of units of interest in the Trust ("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 Trust prospectus(es) and of supplying each
then-existing Shareholder with a copy of a revised prospectus;
(h) all expenses related to preparing and transmitting
certificates representing Trust shares;
(i) all expenses of bond and insurance coverage required
by law or deemed advisable by the Board of Trustees;
(j) all brokers' commissions and other normal charges
incident to the purchase, sale, or lending of portfolio
securities;
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(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 Trust under the 1940 Act and, to the extent no
exemption is available, expenses of registering Trust's shares
under the 1933 Act, of qualifying and maintaining qualification
of Trust and of Trust's shares for sale under securities laws of
various states or other jurisdictions and of registration and
qualification of Trust under all other laws applicable to Trust
or its business activities;
(m) all interest on indebtedness, if any, incurred by
Trust or a Fund; and
(n) all fees, dues and other expenses incurred by Trust
in connection with membership of Trust in any trade association
or other investment company organization.
5. Allocation of Expenses Borne by Trust. Any expenses borne by
Trust that are attributable solely to the organization, operation or
business of a Fund shall be paid solely out of Fund assets. Any expense
borne by Trust which is not solely attributable to a Fund, nor solely to
any other series of shares of Trust, 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 Trust
or a 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 Trust or
a 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, Trust shall
pay to Manager out of the assets of each Fund fees at the annual rate
for such Fund as set forth in Schedule B to this Agreement. For each
Fund, 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.
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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 net assets of
the Fund, determined in the manner established by the Board of Trustees,
as of the close of business on the last preceding business day on which
the Fund's net asset value was determined.
8. State Expense Limitation. If for any fiscal year of a Fund,
its aggregate operating expenses ("Aggregate Operating Expenses") exceed
the applicable percentage expense limit imposed under the securities law
and regulations of any state in which Shares of the Fund are qualified
for sale (the "State Expense Limit"), the Manager shall pay such Fund
the amount of such excess. For purposes of this State Expense Limit,
Aggregate Operating Expenses shall (a) include (i) any fees or expenses
reimbursements payable to Manager pursuant to this Agreement and (ii) to
the extent the Fund invests all or a portion of its assets in another
investment company registered under the 1940 Act, the pro rata portion
of that company's operating expenses allocated to the Fund, and (iii)
any compensation payable to Manager pursuant to any separate agreement
relating to the Fund's administration, but (b) exclude any interest,
taxes, brokerage commissions, and other normal charges incident to the
purchase, sale or loan of securities, commodity interests or other
investments held by the Fund, litigation and indemnification expense,
and other extraordinary expenses not incurred in the ordinary course of
business. Except as otherwise agreed to by the parties or unless
otherwise required by the law or regulation of any state, any
reimbursement by Manager to a Fund under this section shall not exceed
the management fee payable to Manager by the Fund under this Agreement.
Any payment to a Fund by Manager hereunder shall be made
monthly, by annualizing the Aggregate Operating Expenses for each month
as of the last day of the month. An adjustment for payments made during
any fiscal year of the Fund shall be made on or before the last day of
the first month following such fiscal year of the Fund if the Annual
Operating Expenses for such fiscal year (i) do not exceed the State
Expense Limitation or (ii) for such fiscal year there is no applicable
State Expense Limit.
9. Retention of Sub-Adviser. Subject to obtaining the initial
and periodic approvals required under Section 15 of the 1940 Act,
Manager may retain one or more sub-advisers at Manager's own cost and
expense for the purpose of furnishing one or more of the services
described in Section 1 hereof with respect to Trust or one or more
Funds. Retention of a sub-adviser shall in no way reduce the
responsibilities or obligations of Manager under this Agreement, and
Manager shall be responsible to Trust and its Funds for all acts or
omissions of any sub-adviser in connection with the performance or
Manager's duties hereunder.
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10. Non-Exclusivity. The services of Manager to Trust hereunder
are not to be deemed exclusive and Manager shall be free to render
similar services to others.
11. 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, 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.
12. Amendment. This Agreement may not be amended as to the Trust
or any 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 Trust 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 Trust or, with respect to any
amendment affecting an individual Fund, a "majority of the outstanding
shares" of that 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.
13. Effective Date and Termination. This Agreement shall become
effective as to any Fund as of the effective date for that Fund
specified in Schedule A hereto. This Agreement may be terminated at any
time, without payment of any penalty, as to any Fund by the Board of
Trustees of Trust, or by a vote of a majority of the outstanding shares
of that fund, 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 Trust. 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 with respect to any Fund for an initial period of two
(2) years from the effective date applicable to that Fund specified in
Schedule A and thereafter from year to year only so long as such
continuance is specifically approved with respect to that Fund at least
annually (a) by a majority of those Trustees who are not interested
persons of Trust 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 Trust or by a "vote of a majority of the outstanding shares"
of the Fund.
14. Ownership of Records; Interparty Reporting. All records
required to be maintained and preserved by Trust pursuant to the
provisions of rules or regulations of
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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 Trust and any other records the
parties mutually agree shall be maintained by Manager on behalf of Trust
are the property of Trust and shall be surrendered by Manager promptly
on request by Trust; provided that Manager may at its own expense make
and retain copies of any such records.
Trust 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 each Shareholder in
a 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 Trust as to each Fund
statistical data and other information in such form and at such
intervals as Trust may reasonably request.
15. Non-Liability of Trustees and Shareholders. Any obligation
of Trust hereunder shall be binding only upon the assets of Trust (or
the applicable Fund thereof) and shall not be binding upon any Trustee,
officer, employee, agent or Shareholder of Trust. Neither the
authorization of any action by the Trustees or Shareholders of Trust nor
the execution of this Agreement on behalf of Trust shall impose any
liability upon any Trustee or any Shareholder.
16. Use of Manager's Name. Trust may use the name "Nuveen
Investment Trust III" and the Fund names listed in Schedule A 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,
Trust 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.
17. 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
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of this Agreement. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original.
Dated: December 3, 2004
Nuveen Investment Trust III
Attest BY /S/ Xxxxxxx X. Xxxxxxx
-------------------------------------
Vice President
/s/ Xxxxxxxx X. X'Xxxx
----------------------------
Nuveen Asset Management Inc.
Attest BY /S/ Xxxxxx X. Xxxxx
-------------------------------------
Managing Director
/s/ Xxxxx X. Xxxxxx
----------------------------
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Nuveen Investment Trust III
Management Agreement
Schedule A
The Funds of the Trust currently subject to this Agreement and the
effective date of each are as follows:
FUND EFFECTIVE DATE INITIAL TERM
Nuveen Core Bond Fund December 1, 2004 Until August 1, 2005
Nuveen High Yield Bond Fund December 1, 2004 Until August 1, 2005
Nuveen Short Duration Bond Fund December 1, 2004 Until August 1, 2005
Nuveen Investment Trust III
Management Agreement
Schedule B
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.
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
------------------------------ ---- ---- ----
Nuveen Core Nuveen High Nuveen Short
Bond Fund Yield Bond Duration Bond
Fund Fund
For the first $125 million .4500% .5500% .3500%
For the first $125 million .4375% .5375% .3375%
For the next $250 million .4250% .5250% .3250%
For the next $500 million .4125% .5125% .3125%
For the next $1 billion .4000% .5000% .3000%
Over $2 billion .3750% .4750% .2750%
a. 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 the fund, such leveraging net
assets) ("Complex-Level Assets"), pursuant to the following
annual fee schedule:
Complex-Level Assets Annual Fee
-------------------- ----------
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%
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.
2. "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.
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