Exhibit (d)(15)
INVESTMENT SUB-ADVISORY AGREEMENT
AGREEMENT MADE THIS 1st day of March 2006 by and between Nuveen Asset
Management, a Delaware corporation and a registered investment adviser
("Manager"), and Santa Xxxxxxx Asset Management, a Delaware limited liability
company and a registered investment adviser ("Sub-Adviser").
WHEREAS, Manager is the investment manager for the Funds listed on Schedule
A, each a series (the "Funds") 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 each 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 each 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. 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 each Fund, all on behalf of each Fund.
In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties
to the Trust, will monitor each Fund's investments, and will comply with the
provisions of the Trust's Declaration of Trust and By-laws, as amended from
time to time, and the stated investment objectives, policies and restrictions
of each Fund. Manager will provide Sub-Adviser with current copies of the
Trust'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 each Fund and
to consult with each other regarding the investment affairs of each 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 each Fund, and is directed
to use its best efforts to obtain best execution, which includes most favorable
net results and execution of the Trust'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 Funds, or be in breach of
any obligation owing to the Trust or the Funds under this Agreement, or
otherwise, solely by reason of its having caused a 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 Funds, as
to which it exercises investment
discretion. In addition, if in the judgment of the Sub-Adviser, a 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 each 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 and under no circumstances will Sub-Adviser select brokers or dealers
for Fund transactions on the basis of Fund share sales by such brokers or
dealers;
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 Funds,
including, without limitation, review of the general investment
strategies of the Funds, the performance of the Funds 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;
(d) will prepare such books and records with respect to each Fund's
securities transactions as requested by the Manager and will furnish
Manager and Trust's Board of Trustees such periodic and special reports
as the Board or Manager may reasonably request; and
(e) will monitor the pricing of portfolio securities, and events relating
to the issuers of those securities and the markets in which the
securities trade in the ordinary course of managing the portfolio
securities of the Funds, and will notify Manager promptly of any
issuer-specific or market events or other situations that occur
(particularly those that may occur after the close of a foreign market
in which the securities may primarily trade but before the time at
which the Fund's securities are priced on a given day) that may
materially impact the pricing of one or more securities in
Sub-Adviser's portion of the portfolio. In addition, Sub-Adviser will
assist Manager in evaluating the impact that such an event may have on
the net asset value of the Funds and in determining a recommended fair
value of the affected security or securities.
3. 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 Trust.
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4. 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 equal to
50.0% (for the Growth Fund and the Dividend Growth Fund) and 55% (for the
Growth Opportunities Fund) of the remainder of (a) the investment management
fee payable by each Fund to the Manager based on average daily net assets
pursuant to the Management Agreement, less (b) any management fee waivers,
expense reimbursement payments, supermarket fees and alliance fees waived,
reimbursed or paid by the Manager in respect of 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. 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 Trust, 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 Trust's net asset value was
determined.
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.
5. Services to Others. Manager understands, and has advised the 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 one other investment company that is not a
series of the Trust, provided that whenever each 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 the Trust's Board of Trustees, that in some cases this procedure may
adversely affect the size of the position that each 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 each 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 each 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 the
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 such
efforts and service to the Trust. It is also agreed that the Sub-Adviser may
use any supplemental research obtained for the benefit of the Trust in
providing investment advice to its other investment advisory accounts or for
managing its own accounts.
6. 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 Trust 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.
7. Term; Termination; Amendment. As to each Fund, this Agreement shall
become effective and shall run for an initial period as specified for each Fund
in Schedule A hereto. This Agreement shall continue in force from year to year
after the initial period with respect to each Fund, but only as long as such
continuance is specifically approved for each Fund at least annually in the
manner
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required by the 1940 Act and the rules and regulations thereunder; provided,
however, that if the continuation of this Agreement is not approved for each
Fund, the Sub-Adviser may continue to serve in such capacity for each 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 either
party on sixty (60) days' written notice to the Sub-Adviser. This Agreement may
also be terminated by the Trust with respect to each 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 each 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 each 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.
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 4 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, assigned or not renewed.
8. Notice. Any notice under this Agreement shall be in writing, addressed
and delivered or mailed, postage prepaid, to the other party
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If to the Manager: If to the Sub-Adviser:
Nuveen Asset Management Santa Xxxxxxx Asset Management
000 Xxxx Xxxxxx Xxxxx 000 X. Xxxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000 Xxxxx Xxxxxxx, XX 00000
Attention: Xx. Xxxx X. Xxxxxxx Attention:
With a copy to: With a copy to:
Nuveen Investments, Inc.
000 Xxxx Xxxxxx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
Attention: General Counsel Attention:
or such address as such party may designate for the receipt of such notice.
9. Limitations on Liability. All parties hereto are expressly put on notice
of the Trust's Agreement and Declaration of Trust and all amendments thereto, a
copy of which is on file with the Secretary of the Commonwealth 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, 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.
10. 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.
11. Applicable Law. This Agreement shall be construed in accordance with
applicable federal law and (except as to Section 9 hereof which shall be
construed in accordance with the laws of Massachusetts) the laws of the State
of Illinois.
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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 Delaware SANTA XXXXXXX ASSET MANAGEMENT, a Delaware
corporation limited liability company
By: By:
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Title: Managing Director Title:
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Investment Sub-Advisory Agreement
Schedule A
Fund Name Effective Date Initial Period End
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Nuveen Santa Xxxxxxx Growth Opportunities
Fund April 3, 2006 July 30, 2007
Nuveen Santa Xxxxxxx Growth Fund April 3, 2006 July 30, 2007
Nuveen Santa Xxxxxxx Dividend Growth Fund April 3, 2006 July 30, 2007
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