EXHIBIT 10.5
FORM OF
INVESTMENT SUB-ADVISORY AGREEMENT
AGREEMENT MADE THIS 4th day of October, 2002 by and between Nuveen
Institutional Advisory Corp., a Delaware corporation and a registered investment
adviser ("Manager"), and NWQ Investment Management Company, LLC, a Delaware
limited liability company and a registered investment adviser ("Sub-Adviser").
WHEREAS, Manager is the investment manager for the Nuveen NWQ International
Value Fund series (the "Fund") of Nuveen Investment Trust II (the "Trust")
(formerly, the Nuveen International Growth Fund), 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. 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, will monitor the Fund's 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, 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 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 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 Trust to pay a member of a
Page 1
securities exchange, a broker or a dealer a commission for effecting a
securities transaction for the Trust 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 Trust, 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 the 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 Board of Trustees such periodic and special
reports as the Board or Manager may reasonably request.
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.
Page 2
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% of the remainder of (a) the investment management
fee payable by the 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 the 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 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 the 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 the 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 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.
Page 3
7. Term; Termination; Amendment. This Agreement shall become effective with
respect to the Fund on the date on which it is 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,
2003 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 be terminated by the Sub-Adviser as of July 31 of any year after 2003
without payment of any penalty upon sixty (60) days' prior written notice to the
Manager. This Agreement may also be terminated by the Trust with respect to the
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 the 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 the 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
Page 4
If to the Manager: If to the Sub-Adviser:
Nuveen Institutional Advisory Corp. NWQ Investment Management Company, LLC
000 Xxxx Xxxxxx Xxxxx 0000 Xxxxxxx Xxxx Xxxx, 0xx Xxxxx
Xxxxxxx, Xxxxxxxx 00000 Xxx Xxxxxxx, XX 00000
Attention: Xx. Xxxx X. Xxxxxxx Attention: Mr. Xxxxxxx Xxxxxx
With a copy to: With a copy to:
The Xxxx Nuveen Company
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.
Page 5
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 NWQ INVESTMENT MANAGEMENT COMPANY, LLC,
CORP., a Delaware corporation a Delaware limited liability company
By: ____________________________ By: __________________________
Title: Managing Director
Title: _________________________
Page 6
