Exhibit 5(b)
INVESTMENT SUB-ADVISORY AGREEMENT
AGREEMENT MADE THIS 31st day of October 1997 by and between Nuveen
Institutional Advisory Corp., a Delaware corporation and a registered investment
adviser ("Manager"), and Xxxxxxxxxxx Financial Services, Inc., a Delaware
corporation and a registered investment adviser ("Sub-Adviser").
WHEREAS, Manager is the investment manager for Nuveen Investment Trust II
(the "Fund"), an open-end diversified, management investment company registered
under the Investment Company Act of 1940, as amended ("1940 Act"), the only
outstanding series of which is currently the Nuveen Xxxxxxxxxxx Growth Fund (the
"Portfolio"); and
WHEREAS, Manager desires to retain Sub-Adviser as its agent to furnish
investment advisory services for the Portfolio, 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 Portfolio 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 Fund establishes one or
more additional portfolios other than the Portfolio 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 Portfolio
hereunder.
3. Services to be Performed. Subject always to the supervision of Fund'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 Portfolio, all on behalf of the
Portfolio. In the performance of its duties, Sub-Adviser will satisfy its
fiduciary duties to the Fund (as set forth in Section 7, below), and will
monitor the Portfolio's investments, and will comply with the provisions of
Fund's Declaration of Trust and By-laws, as amended from time to time, and the
stated investment objectives, policies and restrictions of the Portfolio.
Manager will provide Sub-Adviser with current copies of the Fund's Declaration
of Trust, By-laws, 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 Portfolio and to consult
with each other regarding the investment affairs of the Portfolio. 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 Portfolio, 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 Fund or the Portfolio,
or be in breach of any obligation owing to the Fund or the Portfolio 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 Portfolio 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 Fund such information relating
to transactions for any Portfolio 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 Fund, 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 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 Portfolios, including,
without limitation, review of the general investment strategies of the
Portfolio, the performance of the Portfolio 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
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(d) will prepare such books and records with respect to the Portfolio's
securities transactions as requested by the Manager and will furnish
Manager and Fund's 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, at the end of each
calendar month, a portfolio management fee at the annual rate as 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 Fund'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 the Portfolio 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 Fund's Board of Trustees,
that in some cases this procedure may adversely affect the size of the position
that the Portfolio 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 the Portfolio 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 Portfolio 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 Fund'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 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.
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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 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 Portfolio on the same date as the Management Agreement
between the Fund and the Manager becomes effective, provided that it has been
approved by a vote of a majority of the outstanding voting securities of the
Portfolio in accordance with the requirements of the 1940 Act, and shall remain
in full force until August 1, 1999 unless sooner terminated as hereinafter
provided. This Agreement shall continue in force from year to year thereafter
with respect to a Portfolio, but only as long as such continuance is
specifically approved for that Portfolio 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 a
Portfolio, the Sub-Adviser may continue to serve in such capacity for such
Portfolio 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 Fund with respect to a Portfolio by action of the
Board of Trustees or by a vote of a majority of the outstanding voting
securities of such Portfolio on sixty (60) days' written notice to the Sub-
Adviser by the Fund.
This Agreement may be terminated with respect to a Portfolio 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 Portfolio 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.
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 Fund is terminated, assigned or not renewed.
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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 Fund's Agreement and Declaration of Trust and all amendments
thereto, all of which are on file with the Secretary of Massachusetts, and the
limitation of shareholder and trustee liability contained therein. The
obligations of the Fund 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 Fund individually but are binding upon only the assets and
property of the Fund, and persons dealing with the Fund must look solely to the
assets of the Fund and those assets belonging to the subject Portfolio, 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 INSTITUTIONAL ADVISORY XXXXXXXXXXX FINANCIAL SERVICES,
CORP., a Delaware corporation INC, a Delaware corporation
By: /s/ Xxxxxxx X. Xxxxxxxxx By: /s/ Xxxxxxx X. Xxxxxx
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Title: Vice President Title: President
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