DISTRIBUTION AGREEMENT
AGREEMENT made as of this 1st of August, 1998 between NUVEEN INVESTMENT TRUST
II, a business trust organized under the laws of the Commonwealth of
Massachusetts (the "Fund"), and XXXX NUVEEN & CO. INCORPORATED, a Delaware
corporation (the "Underwriter").
WITNESSETH
In consideration of the mutual covenants hereinafter contained, it is hereby
agreed by and between the parties hereto as follows:
1. The Fund hereby appoints the Underwriter its agent for the
distribution of shares of beneficial interest, par value $.01 per share,
including such series or classes of shares as may now or hereinafter be
authorized, (the "Shares") in jurisdictions wherein Shares may legally be
offered for sale; provided, however, that the Fund, in its absolute
discretion, may: (a) issue or sell Shares directly to holders of Shares of
the Fund upon such terms and conditions and for such consideration, if any,
as it may determine, whether in connection with the distribution of
subscription or purchase rights, the payment or reinvestment of dividends
or distributions, or otherwise; and (b) issue or sell Shares at net asset
value in connection with merger or consolidation with, or acquisition of
the assets of, other investment companies or similar companies.
2. The Underwriter hereby accepts appointment as agent for the
distribution of the Shares and agrees that it will use its best efforts to
sell such part of the authorized Shares remaining unissued as from time to
time shall be effectively registered under the Securities Act of 1933
("Securities Act"), at prices determined as hereinafter provided and on
terms hereinafter set forth, all subject to applicable Federal and State
laws and regulations and to the Declaration of Trust of the Fund.
3. The Fund agrees that it will use its best efforts to keep effectively
registered under the Securities Act for sale, as herein contemplated, such
Shares as the Underwriter shall reasonably request and as the Securities
and Exchange Commission shall permit to be so registered.
4. Notwithstanding any other provision hereof, the Fund may terminate,
suspend, or withdraw the offering of the Shares, or Shares of any series or
class, whenever, in its sole discretion, it deems such action to be
desirable.
5. The Underwriter shall sell Shares to, or through, brokers, dealers,
banks or other qualified financial intermediaries (hereinafter referred to
as "dealers"), or others, in such manner not inconsistent with the
provisions hereof and the then effective Registration Statement of the Fund
under the Securities Act (and related Prospectus and Statement of
Additional Information) as the Underwriter may determine from time to time,
provided that no dealer, or other person, shall be appointed nor authorized
to act as agent of the Fund without the prior consent of the Fund. The
Underwriter shall have the right to enter into agreements with brokers,
dealers and banks (referred to herein as "dealers") of its choice for the
sale of Shares and fix therein the portion of the sales charge which may be
allocated to such dealers; provided that the Fund shall approve the form of
such agreements and shall evidence such approval by filing said form and
any amendments thereto as attachments to this Agreement, which shall be
filed as an exhibit to the Fund's currently effective registration
statement under the Securities Act. Shares sold to dealers shall be for
resale by such dealers only at the public offering price(s) set forth in
the Fund's then current Prospectus. The current forms of such agreements
are attached hereto as Exhibits 1, 2 and 3.
6. Shares offered for sale, or sold by the Underwriter, shall be so
offered or sold at a price per Share determined in accordance with the then
current Prospectus relating to the sale of Shares except as departure
from such prices shall be permitted the rules and regulations of the
Securities and Exchange Commission. Any public offering price shall be the
net asset value per Share plus a sales charge of not more than 5.75% of
such public offering price. Shares may be sold at net asset value without a
sales charge to such class or classes of investors or in such class or
classes of transactions as may be permitted under applicable rules of the
Securities and Exchange Commission and as described in the then current
Prospectus of the Fund. The net asset value per Share of each series or
class shall be calculated in accordance with the Declaration of Trust of
the Fund and shall be determined in the manner, and at the time, set forth
in the then current Prospectus of the Fund relating to such Shares.
7. The price the Fund shall receive for all Shares purchased from the
Fund shall be the net asset value used in determining the public offering
price applicable to the sale of such Shares. The excess, if any, of the
sales price over the net asset value of Shares sold by the Underwriter as
agent shall be retained by the Underwriter as a commission for its services
hereunder. Out of such commission, the Underwriter may allow commissions or
concessions or concessions to dealers in such amounts as the Underwriter
shall determine from time to time. Except as may be otherwise determined by
the Underwriter and the Fund from time to time, such commissions or
concessions shall be uniform to all dealers.
8. The Underwriter shall issue and deliver, or cause to be issued and
delivered, on behalf of the Fund such confirmations of sales made by it as
agent, pursuant to this Agreement, as may be required. At, or prior to, the
time of issuance of Shares, the Underwriter will pay, or cause to be paid,
to the Fund the amount due the Fund for the sale of such Shares.
Certificates shall be issued, or Shares registered on the transfer books of
the Fund, in such names and denominations as the Underwriter may specify.
9. The Fund will execute any and all documents, and furnish any and all
information, which may be reasonably necessary in connection with the
qualification of the Shares for sale (including the qualification of the
Fund as a dealer, where necessary or advisable) in such states as the
Underwriter may reasonably request (if being understood that the Fund shall
not be required, without its consent, to comply with any requirement which,
in its opinion, is unduly burdensome).
10. The Fund will furnish to the Underwriter, from time to time, such
information with respect to the Fund and the Shares as the Underwriter may
reasonably request for use in connection with the sale of Shares. The
Underwriter agrees that it will not use or distribute, nor will it
authorize dealers or others to use, distribute or disseminate, in
connection with the sale of such Shares, any statements other than those
contained in the Fund's current Prospectus and Statement of Additional
Information, except such supplemental literature or advertising as shall be
lawful under Federal and State securities laws and regulations, and that it
will furnish the Fund with copies of all such material.
11. The Underwriter shall order Shares from the Fund only to the extent
that it shall have received purchase orders therefor. The Underwriter will
not make, nor authorize any dealers or others, to make: (a) any short sale
of Shares; or (b) any sale of Shares to any officer or trustee of the Fund,
nor to any officer or trustee of the Underwriter, or of any corporation or
association furnishing investment advisory, managerial, or supervisory
services to the Fund, nor to any such corporation or association, unless
such sales are made in accordance with the then current Prospectus relating
to the sale of such Shares.
12. In selling Shares for the account of the Fund, the Underwriter will
in all respects conform to the requirements of all Federal and State laws
and the Rules of Fair Practice of the National Association of Securities
Dealers, Inc. relating to such sales, and will indemnify and save harmless
the Fund from any damage or expense on account of any wrongful act by the
Underwriter or any employee, representative, or agent of the Underwriter.
The Underwriter will observe and be bound by all the provisions of the
Declaration of Trust of the Fund (and of any fundamental policies adopted
by the Fund pursuant to the
2
Investment Company Act of 1940, notice of which shall have been given by
the Fund to the Underwriter) which at the time in any way require, limit,
restrict, prohibit or otherwise regulate any action on the part of the
Underwriter.
13. The Underwriter will require each dealer to conform to the provisions
hereof and of the Registration Statement (and related Prospectus) at the
time in effect under the Securities Act with respect to the public offering
price of the Shares, and neither the Underwriter nor any such dealer shall
withhold the placing of purchase orders so as to make a profit thereby.
14. The Fund will pay, or cause to be paid, expenses (including the fees
and disbursements of its own counsel) of any registration of Shares under
the Securities Act, expenses of qualifying or continuing the qualification
of the Shares for sale and, in connection therewith, of qualifying or
continuing the qualification of the Fund as a dealer or broker under the
laws of such states as may be designated by the Underwriter under the
conditions herein specified, and expenses incident to the issuance of the
Shares such as the cost of Share certificates, issue taxes, and fees of the
transfer and shareholder service agent. The Underwriter will pay, or cause
to be paid, all expenses (other than expenses which any dealer may bear
pursuant to any agreement with the Underwriter) incident to the sale and
distribution of the Shares issued or sold hereunder, including, without
limiting the generality of the foregoing, all: (a) expenses of printing and
distributing any Prospectus and Statement of Additional Information and of
preparing, printing and distributing or disseminating any other literature,
advertising and selling aids in connection with such offering of the Shares
for sale (except that such expenses need not include expenses incurred by
the Fund in connection with the preparation, printing and distribution of
any report or other communication to holders of Shares in their capacity as
such), and (b) expenses of advertising in connection with such offering. No
transfer taxes, if any, which may be payable in connection with the issue
or delivery of Shares sold as herein contemplated, or of the certificates
for such Shares, shall be borne by the Fund, and the Underwriter will
indemnify and hold harmless the Fund against liability for all such
transfer taxes.
15. This agreement shall continue in effect until August 1, 1999, unless
and until terminated by either party as hereinafter provided, and will
continue from year to year thereafter, but only so long as such continuance
is specifically approved, at least annually, in the manner required by the
Investment Company Act of 1940. Either party hereto may terminate this
agreement on any date by giving the other party at least six months' prior
written notice of such termination, specifying the date fixed therefor.
Without prejudice to any other remedies of the Fund in any such event, the
Fund may terminate this agreement at any time immediately upon any failure
of fulfillment of any of the obligations of the Underwriter hereunder.
Without prejudice to any other remedies of the Fund in any such event,
the Fund may terminate this Agreement at any time immediately upon any
failure of fulfillment of any of the obligations of the Underwriter
hereunder.
16. This agreement shall automatically terminate in the event of its
assignment.
17. Any notice under this agreement shall be in writing, addressed, and
delivered or mailed, postage pre-paid, to the other party at such address
as such other party may designate for the receipt of such notice.
18. The Declaration of Trust of the Fund on file with the Secretary of
State of the Commonwealth of Massachusetts was executed on behalf of the
Fund by the initial trustees of the Fund and not individually, and any
obligation of the Fund shall be binding only upon the assets of the Fund
(or applicable series thereof) and shall not be binding upon any trustee,
officer or shareholder of the Fund. Neither the authorization of any action
by the trustees or shareholders of the Fund nor the execution of this
agreement on behalf of the Fund shall impose any liability upon any
Trustee, officer or shareholder of the Fund.
3
IN WITNESS WHEREOF, the Fund and the Underwriter have each caused this
agreement to be executed on its behalf as of the day and year first above
written.
Nuveen Investment Trust II
By /s/ Xxxxxxx X. Xxxxxxxxx
-----------------------------
Xxxxxxx X. Xxxxxxxxx
Vice President
Attest:
/s/ Xxxxx X. Xxxxx
----------------------------------
Xxxxx X. Xxxxx
Assistant Secretary
Xxxx Nuveen & Co. Incorporated
By /s/ Xxxx X. Berkshire
-----------------------------
Xxxx X. Berkshire
Vice President
Attest:
/s/ Xxxxx Xxxxxx
----------------------------------
Xxxxx Xxxxxx
Assistant Secretary
4
