NUVEEN MULTISTATE TRUST II
AMENDMENT AND RENEWAL OF MANAGEMENT AGREEMENT
Agreement made this 31st day of July 2004, by and between NUVEEN
MULTISTATE TRUST II, a Massachusetts business trust (the "Trust"), and NUVEEN
ADVISORY CORP., a Delaware corporation (the "Adviser"), to be effective August
1, 2004.
WITNESSETH THAT:
WHEREAS, the Board of Trustees of the Trust and the Adviser have agreed
to amend that certain Management Agreement between the Fund and the Adviser
dated February 1, 1997, as subsequently amended and renewed (the "Agreement"),
by amending the schedule for the investment management fee paid to the Adviser
by each of the series of the Trust (each, a "Fund") to reflect fee reductions
when complex-wide assets reach or exceed certain asset levels; and
WHEREAS, the Agreement terminates August 1, 2004 unless continued in the
manner required by the Investment Company Act of 1940; and
WHEREAS, the Board of Trustees, at a meeting called for the purpose, has
approved the amendment to the Agreement as set forth below and the continuation
of the Agreement as so amended until August 1, 2005 in the manner required by
the Investment Company Act of 1940.
NOW THEREFORE, in consideration of the mutual covenants contained herein
and in the Agreement as hereby amended, the Trust and the Adviser hereby agree
as follows:
1. The management fee schedules for each Fund in the Trust, as set forth
in Section 2 of the Agreement shall be amended as follows:
a. 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 calculated
pursuant to a fee breakpoint schedule (and by reference
to the daily net assets of the Fund) consisting of (i)
the Fund's existing Fund-specific annualized asset-based
management fee schedule at each breakpoint asset level,
less (ii) .20 of 1% at each breakpoint asset level.
c. 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.
3. The parties hereto do hereby approve the continuance of the Agreement
in effect until August 1, 2005 and do otherwise ratify and confirm the Agreement
in all respects.
IN WITNESS WHEREOF, each of the parties has caused this Amendment and
Renewal to be executed in its name and on its behalf by a duly authorized
officer as of the day and year first above written.
NUVEEN MULTISTATE TRUST II
By: /s/ Xxxxxxx X. Xxxxxxx
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Vice President
ATTEST:
/s/ Xxxxxxxx X. X'Xxxx
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Assistant Secretary
NUVEEN ADVISORY CORP.
By: /s/ Xxxxxxx X. Xxxxxxxxxx
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Managing Director
ATTEST:
/s/ Xxxxx Xxxxxx
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Assistant Secretary
