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EXHIBIT 10.10(a)
Management Agreement
Between
Nuveen Investment Trust
and
Nuveen Institutional Advisory Corp.
NUVEEN INVESTMENT TRUST, a Massachusetts business trust registered under the
Investment Company Act of 1940 ("1940 Act") as an open-end diversified
management series investment company ("Trust"), hereby appoints NUVEEN
INSTITUTIONAL ADVISORY CORP., a Delaware corporation registered under the
Investment Advisers Act of 1940 as an investment adviser, of Chicago, Illinois
("Manager"), to furnish investment advisory and management services and certain
administrative services with respect to the portion of its assets represented
by the shares of beneficial interest issued in each series listed in Schedule A
hereto, as such schedule may be amended from time to time (each such series
hereinafter referred to as "Fund"). Trust and Manager hereby agree that:
Investment Management Services. Manager shall manage the investment operations
of Trust and each Fund, subject to the terms of this Agreement and to the
supervision and control of Trust's Board of Trustees ("Trustees"). Manager
agrees to perform, or arrange for the performance of, the following services
with respect to each Fund:
(a) to obtain and evaluate such information relating to economies,
industries, businesses, securities and commodities markets, and
individual securities, commodities and indices as it may deem
necessary or useful in discharging its responsibilities hereunder;
(b) to formulate and maintain a continuous investment program in a
manner consistent with and subject to (i) Trust's agreement and
declaration of trust and by-laws; (ii) the Fund's investment
objectives, policies, and restrictions as set forth in written
documents furnished by the Trust to Manager; (iii) all securities,
commodities, and tax laws and regulations applicable to the Fund and
Trust; and (iv) any other written limits or directions furnished by
the Trustees to Manager;
(c) unless otherwise directed by the Trustees, to determine from time
to time securities, commodities, interests or other investments to be
purchased, sold, retained or lent by the Fund, and to implement those
decisions, including the selection of entities with or through which
such purchases, sales or loans are to be effected;
(d) to use reasonable efforts to manage the Fund so that it will
qualify as a regulated investment company under subchapter M of the
Internal Revenue Code of 1986, as amended;
(e) to make recommendations as to the manner in which voting rights,
rights to consent to Trust or Fund action, and any other rights
pertaining to Trust or the Fund shall be exercised;
(f) to make available to Trust promptly upon request all of the Fund's
records and ledgers and any reports or information reasonably
requested by the Trust; and
(g) to the extent required by law, to furnish to regulatory
authorities any information or reports relating to the services
provided pursuant to this Agreement.
Except as otherwise instructed from time to time by the Trustees, with respect
to execution of transactions for Trust on behalf of a Fund, Manager shall
place, or arrange for the placement of, all orders for purchases, sales, or
loans
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with issuers, brokers, dealers or other counterparts or agents selected by
Manager. In connection with the selection of all such parties for the
placement of all such orders, Manager shall attempt to obtain most favorable
execution and price, but may nevertheless in its sole discretion as a secondary
factor, purchase and sell portfolio securities from and to brokers and dealers
who provide Manager with statistical, research and other information, analysis,
advice, and similar services. In recognition of such services or brokerage
services provided by a broker or dealer, Manager is hereby authorized to pay
such broker or dealer a commission or spread in excess of that which might be
charged by another broker or dealer for the same transaction if the Manager
determines in good faith that the commission or spread is reasonable in
relation to the value of the services so provided.
Trust hereby authorizes any entity or person associated with Manager that is a
member of a national securities exchange to effect any transaction on the
exchange for the account of a Fund to the extent permitted by and in accordance
with Section 11(a) of the Securities Exchange Act or 1934 and Rule 11a2-2(T)
thereunder. Trust hereby consents to the retention by such entity or person of
compensation for such transactions in accordance with Rule 11a-2-2(T)(a)(iv).
Manager may, where it deems to be advisable, aggregate orders for its other
customers together with any securities of the same type to be sold or purchased
for Trust or one or more Funds in order to obtain best execution or lower
brokerage commissions. In such event, Manager shall allocate the shares so
purchased or sold, as well as the expenses incurred in the transaction, in a
manner it considers to be equitable and fair and consistent with its fiduciary
obligations to Trust, the Funds, and Manager's other customers.
Manager shall for all purposes be deemed to be an independent contractor and
not an agent of Trust and shall, unless otherwise expressly provided or
authorized, have no authority to act for or represent Trust in any way.
2. Administrative Services. Subject to the terms of this Agreement
and to the supervision and control of the Trustees, Manager shall
provide to the Trust facilities, equipment, statistical and research
data, clerical, accounting and bookkeeping services, internal auditing
and legal services, and personnel to carry out all management services
required for operation of the business and affairs of the Funds other
than those services to be performed by the Trust's Distributor
pursuant to the Distribution Agreement, those services to be performed
by the Trust's Custodian pursuant to the Custody Agreement, those
services to be performed by the Trust's Transfer Agent pursuant to the
Transfer Agency Agreement, those services to be provided by the
Trust's Custodian pursuant to the Accounting Agreement and those
services normally performed by the Trust's counsel and auditors.
3. Use of Affiliated Companies and Subcontractors. In connection with
the services to be provided by Manager under this Agreement, Manager
may, to the extent it deems appropriate, and subject to compliance
with the requirements of applicable laws and regulations, make use of
(i) its affiliated companies and their directors, trustees, officers,
and employees and (ii) subcontractors selected by Manager, provided
that Manager shall supervise and remain fully responsible for the
services of all such third parties in accordance with and to the
extent provided by this Agreement. All costs and expenses associated
with services provided by any such third parties shall be borne by
Manager or such parties.
4. Expenses Borne by Trust. Except to the extent expressly assumed by
Manager herein or under a separate agreement between Trust and Manager
and except to the extent required by law to be paid by Manager,
Manager shall not be obligated to pay any costs or expenses incidental
to the organization, operations or business of the Trust. Without
limitation, such costs and expenses shall include but not be limited
to:
(a) all charges of depositories, custodians and other agencies
for the safekeeping and servicing of its cash, securities, and other
property;
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(b) all charges for equipment or services used for obtaining
price quotations or for communication between Manager or Trust and the
custodian, transfer agent or any other agent selected by Trust;
(c) all charges for and accounting services provided to Trust by
Manager, or any other provider of such services;
(d) all charges for services of Trust's independent auditors and
for services to Trust by legal counsel;
(e) all compensation of Trustees, other than those affiliated with
Manager, all expenses incurred in connection with their services to Trust, and
all expenses of meetings of the Trustees or committees thereof;
(f) all expenses incidental to holding meetings of holders of units
of interest in the Trust ("Shareholders"), including printing and of supplying
each record-date Shareholder with notice and proxy solicitation material, and
all other proxy solicitation expense;
(g) all expenses of printing of annual or more frequent revisions of
Trust prospectus(es) and of supplying each then-existing Shareholder with a
copy of a revised prospectus;
(h) all expenses related to preparing and transmitting certificates
representing Trust shares;
(i) all expenses of bond and insurance coverage required by law or
deemed advisable by the Board of Trustees;
(j) all brokers' commissions and other normal charges incident to the
purchase, sale, or lending of portfolio securities;
(k) all taxes and governmental fees payable to Federal, state or other
governmental agencies, domestic or foreign, including all stamp or other
transfer taxes;
(l) all expenses of registering and maintaining the registration of
Trust under the 1940 Act and, to the extent no exemption is available, expenses
of registering Trust's shares under the 1933 Act, of qualifying and
maintaining qualification of Trust and of Trust's shares for sale under
securities laws of various states or other jurisdictions and of registration
and qualification of Trust under all other laws applicable to Trust or its
business activities;
(m) all interest on indebtedness, if any, incurred by Trust or a Fund;
and
(n) all fees, dues and other expenses incurred by Trust in connection
with membership of Trust in any trade association or other investment company
organization.
5. Allocation of Expenses Borne by Trust. Any expenses borne by Trust
that are attributable solely to the organization, operation or business of a
Fund shall be paid solely out of Fund assets. Any expense borne by Trust which
is not solely attributable to a Fund, nor solely to any other series of shares
of Trust, shall be apportioned in such manner as Manager determines is fair
and appropriate, or as otherwise specified by the Board of Trustees.
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6. Expenses Borne by Manager. Manager at its own expense shall
furnish all executive and other personnel, office space, and office
facilities required to render the investment management and
administrative services set forth in this Agreement.
In the event that Manager pays or assumes any expenses of Trust or
a Fund not required to be paid or assumed by Manager under this
Agreement, Manager shall not be obligated hereby to pay or assume the
same or similar expense in the future; provided that nothing contained
herein shall be deemed to relieve Manager of any obligation to Trust
or a Fund under any separate agreement or arrangement between the
parties.
7. Management Fee. For the services rendered, facilities provided,
and charges assumed and paid by Manager hereunder, Trust shall pay to
Manager out of the assets of each Fund fees at the annual rate for
such Fund as set forth in Schedule B to this Agreement. For 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 Fund, 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 Fund's net asset value
was determined.
8. State Expense Limitation. If for any fiscal year of a Fund, its
aggregate operating expenses ("Aggregate Operating Expenses") exceed
the applicable percentage expense limit imposed under the securities
law and regulations of any state in which Shares of the Fund are
qualified for sale (the "State Expense Limit"), the Manager shall pay
such Fund the amount of such excess. For purposes of this State
Expense Limit, Aggregate Operating Expenses shall (a) include (i) any
fees or expenses reimbursements payable to Manager pursuant to this
Agreement and (ii) to the extent the Fund invests all or a portion of
its assets in another investment company registered under the 1940
Act, the pro rata portion of that company's operating expenses
allocated to the Fund, and (iii) any compensation payable to Manager
pursuant to any separate agreement relating to the Fund's
administration, but (b) exclude any interest, taxes, brokerage
commissions, and other normal charges incident to the purchase, sale
or loan of securities, commodity interests or other investments held
by the Fund, litigation and indemnification expense, and other
extraordinary expenses not incurred in the ordinary course of
business. Except as otherwise agreed to by the parties or unless
otherwise required by the law or regulation of any state, any
reimbursement by Manager to a Fund under this section shall not exceed
the management fee payable to Manager by the Fund under this
Agreement.
Any payment to a Fund by Manager hereunder shall be made monthly,
by annualizing the Aggregate Operating Expenses for each month as of
the last day of the month. An adjustment for payments made during any
fiscal year of the Fund shall be made on or before the last day of the
first month following such fiscal year of the Fund if the Annual
Operating Expenses for such fiscal year (i) do not exceed the State
Expense Limitation or (ii) for such fiscal year there is no applicable
State Expense Limit.
9. Retention of Sub-Adviser. Subject to obtaining the initial and
periodic approvals required under Section 15 of the 1940 Act, Manager
may retain one or more sub-advisers at Manager's own cost and expense
for the purpose of furnishing one or more of the services described in
Section 1 hereof with respect to Trust or one or more Funds.
Retention of a sub-adviser shall in no way reduce the responsibilities
or obligations of Manager under this Agreement, and Manager shall be
responsible to Trust and its Funds for all acts or omissions of any
sub-adviser in connection with the performance or Manager's duties
hereunder.
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10. Non-Exclusivity. The services of Manager to Trust hereunder are
not to be deemed exclusive and Manager shall be free to render similar
services to others.
11. Standard of Care. The Manager shall not be liable for any loss
sustained by reason of the purchase, sale or retention of any
security, whether or not such purchase, sale or retention shall have
been based upon the investigation and research made by any other
individual, firm or corporation, if such recommendation shall have
been selected with due care and in good faith, except loss resulting
from willful misfeasance, bad faith, or gross negligence on the part
of the Manager in the performance of its obligations and duties, or by
reason of its reckless disregard of its obligations and duties under
this Agreement.
12. Amendment. This Agreement may not be amended as to Trust or any
Fund without the affirmative votes (a) of a majority of the Board of
Trustees, including a majority of those Trustees who are not
"interested persons" of Trust or of Manager, voting in person at a
meeting called for the purpose of voting on such approval, and (b) of
a "majority of the outstanding shares" of Trust or, with respect to
any amendment affecting an individual Fund, a "majority of the
outstanding shares" of that Fund. The terms "interested persons" and
"vote of a majority of the outstanding shares" shall be construed in
accordance with their respective definitions in the 1940 Act and, with
respect to the latter term, in accordance with Rule 18f-2 under the
1940 Act.
13. Effective Date and Termination. This Agreement shall become
effective as to any Fund as of the effective date for that Fund
specified in Schedule A hereto. This Agreement may be terminated at
any time, without payment of any penalty, as to any Fund by the Board
of Trustees of Trust, or by a vote of a majority of the outstanding
shares of that fund, upon at least sixty (60) days' written notice to
Manager. This Agreement may be terminated by Manager at any time upon
at least sixty (60) days' written notice to Trust. This Agreement
shall terminate automatically in the event of its "assignment" (as
defined in the 1940 Act). Unless terminated as hereinbefore provided,
this Agreement shall continue in effect with respect to any Fund until
the end of the initial term applicable to that Fund specified in
Schedule A and thereafter from year to year only so long as such
continuance is specifically approved with respect to that Fund at
least annually (a) by a majority of those Trustees who are not
interested persons of Trust or of Manager, voting in person at a
meeting called for the purpose of voting on such approval, and (b) by
either the Board of Trustees of Trust or by a "vote of a majority of
the outstanding shares" of the Fund.
14. Ownership of Records; Interparty Reporting. All records required
to be maintained and preserved by Trust pursuant to the provisions of
rules or regulations of the Securities and Exchange Commission under
Section 31(a) of the 1940 Act or other applicable laws or regulations
which are maintained and preserved by Manager on behalf of Trust and
any other records the parties mutually agree shall be maintained by
Manager on behalf of Trust are the property of Trust and shall be
surrendered by Manager promptly on request by Trust; provided that
Manager may at its own expense make and retain copies of any such
records.
Trust shall furnish or otherwise make available to Manager such
copies of the financial statements, proxy statements, reports, and
other information relating to the business and affairs of each
Shareholder in a Fund as Manager may, at any time or from time to
time, reasonably require in order to discharge its obligations under
this Agreement.
Manager shall prepare and furnish to Trust as to each Fund
statistical data and other information in such form and at such
intervals as Trust may reasonably request.
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15. Non-Liability of Trustees and Shareholders. Any obligation of
Trust hereunder shall be binding only upon the assets of Trust (or the
applicable Fund thereof) and shall not be binding upon any Trustee,
officer, employee, agent or Shareholder of Trust. Neither the
authorization of any action by the Trustees or Shareholders of Trust
nor the execution of this Agreement on behalf of Trust shall impose
any liability upon any Trustee or any Shareholder.
16. Use of Manager's Name. Trust may use the name "Nuveen
Investment Trust" and the Fund names listed in Schedule A or any
other name derived from the name "Nuveen" only for so long as this
Agreement or any extension, renewal, or amendment hereof remains in
effect, including any similar agreement with any organization
which shall have succeeded to the business of Manager as investment
adviser. At such time as this Agreement or any extension, renewal or
amendment hereof, or such other similar agreement shall no longer be
in effect, Trust will cease to use any name derived from the name
"Nuveen" or otherwise connected with Manager, or with any organization
which shall have succeeded to Manager's business as investment
adviser.
17. References and Headings. In this Agreement and in any such
amendment, references to this Agreement and all expressions such as
"herein," "hereof," and "hereunder'" shall be deemed to refer to this
Agreement as amended or affected by any such amendments. Headings are
placed herein for convenience of reference only and shall not be taken
as a part hereof or control or affect the meaning, construction, or
effect of this Agreement. This Agreement may be executed in any
number of counterparts, each of which shall be deemed an original.
Dated: July 29, 1996
NUVEEN INVESTMENT TRUST
ATTEST BY /S/ XXXXX X. XXXXXXXXXX
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/S/ XXXXXXX X. XXXXXXXXX
------------------------- NUVEEN INSTITUTIONAL ADVISORY CORP.
ATTEST BY /S/ XXXXXX X. XXXXXXXX
----------------------
/s/ Xxxxx X. Xxxxxx
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Nuveen Investment Trust
Management Agreement
Schedule A
The Funds of the Trust currently subject to this Agreement
and the effective date of each are as follows:
FUND EFFECTIVE DATE
Nuveen Growth and Income Stock Fund July 29, 1996
Nuveen Balanced Stock and Bond Fund July 29, 1996
Nuveen Balanced Municipal and Stock Fund July 29, 1996
A
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Nuveen Investment Trust
Management Agreement
Schedule B
Compensation pursuant to Section 7 of this Agreement shall
be calculated with respect to each Fund in accordance with
the following schedule applicable to the average daily net
assets of the Fund:
Nuveen Growth and Income Stock Fund
AVERAGE DAILY NET ASSET VALUE FUND MANAGEMENT FEE
For the first $125 million .8500 of 1%
For the next $125 million .8375 of 1%
For the next $250 million .8250 of 1%
For the next $500 million .8125 of 1%
For the next $1 billion .8000 of 1%
For assets over $2 billion .7750 of 1%
Nuveen Balanced Stock and Bond Fund
AVERAGE DAILY NET ASSET VALUE FUND MANAGEMENT FEE
For the first $125 million .7500 of 1%
For the next $125 million .7375 of 1%
For the next $250 million .7250 of 1%
For the next $500 million .7125 of 1%
For the next $1 billion .7000 of 1%
For assets over $2 billion .6750 of 1%
Nuveen Balanced Municipal and Stock Fund
AVERAGE DAILY NET ASSET VALUE FUND MANAGEMENT FEE
For the first $125 million .7500 of 1%
For the next $125 million .7375 of 1%
For the next $250 million .7250 of 1%
For the next $500 million .7125 of 1%
For the next $1 billion .7000 of 1%
For assets over $2 billion .6750 of 1%
B
