Exhibit 5(i)
Form of Addendum to
Investment Sub-Advisory Agreement
ADDENDUM made this _____ day of May, 1998, to the Investment Sub-
Advisory Agreement (the "Agreement") dated May 16, 1996 by and between Nuveen
Institutional Advisory Corp., a Delaware corporation ("Manager"), and
Institutional Capital Corporation, a Delaware corporation ("Sub-Adviser").
WHEREAS, the Agreement provides, among other things, that sub-advisory
fees for all Initial Portfolios and all subsequently created portfolios for
which Sub-Adviser agrees with Manager to become sub-adviser shall be as set
forth in Section 5 of the Agreement; and
WHEREAS, the Manager desires to engage the Sub-Adviser to serve as
sub-adviser for certain newly created portfolios, and Sub-Adviser desires to
accept such engagement, with the modifications to the sub-advisory fee
arrangement as set forth herein;
NOW, THEREFORE, in consideration of the mutual covenants herein
contained, the parties hereto agree as follows:
1. Effect on Agreement. All provisions of the Agreement not
specifically amended by this Addendum shall remain in full force and affect, and
shall apply to this Addendum as appropriate.
2. Defined Terms. All capitalized terms not otherwise defined in
this Addendum shall have the same meaning as set forth in the Agreement.
3. New Portfolios. Manager is the investment manager for the Nuveen
Tax-Deferred Investment Trust (the "T-D Trust"), an open-end series management
investment company registered or to be registered under the 1940 Act. Manager
desires to engage Sub-Adviser to serve as sub-adviser for three of the series of
the T-D Trust: the Balanced Portfolio, the Growth and Income Portfolio, and the
European Value Portfolio. Manager is also the investment manager for the Nuveen
European Value Fund, an open-end series management investment company registered
or to be registered under the 1940 Act (together with the European Value
Portfolio, the "European Funds").
4. Supplemental Fee. Manager and Sub-Adviser agree that, in addition
to the sub-advisory fee for each new Portfolio or Fund payable under the
Agreement ("Basic Fee"), Manager shall pay Sub-Adviser an additional amount in
respect of the Balanced Portfolio, the Growth and Income Portfolio and the
European Funds, as set forth in the table below (each, a "Supplemental Fee"),
for the period until the net assets of such Portfolio or such Funds, as the case
may be, first reaches the threshold amount set forth in the table. The Basic Fee
for purposes
of this Addendum shall be calculated on a daily basis as the effective (blended)
rate calculated under the breakpoint schedules set forth in Section 5 of the
Agreement by reference to the average daily market value of the equity and
fixed-income assets, respectively, of all Nuveen-sponsored investment products
for which the Sub-Adviser serves as sub-adviser, including for all purposes the
assets of the new Portfolios and Funds.
New Portfolio or Funds Threshold Amount Supplemental Fee
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Balanced Portfolio $ 50 million 0.10% of net assets
Growth and Income Portfolio $ 100 million 0.08% of net assets
European Funds $ 50 million 0.13% of net assets
Once the net assets of the Balanced Portfolio, the Growth and Income Portfolio
or the European Funds reach the respective threshold amount set forth above on
any day, the sub-advisory fee for the Balanced Portfolio, the Growth and Income
Portfolio or the European Funds, as the case may be, shall thereafter be the
Basic Fee as calculated pursuant to the Agreement.
5. Recoupment by Manager of Supplemental Fee.
a. Beginning on the day after the net assets of the Balanced
Portfolio, the Growth and Income Portfolio or the European Funds, as the case
may be, reach the threshold amount set forth above, there shall be no further
obligation to pay the Supplemental Fee in respect of such Portfolio or Funds,
and the Sub-Adviser shall waive the sub-advisory fee payable thereafter in
respect of such Portfolio or Funds, determined as set forth in the Agreement,
and the Manager shall retain such amounts, for such period of time until the
amount of sub-advisory fees so waived shall equal the aggregate amount of the
Supplemental Fee previously paid hereunder by Manager to Sub-Adviser with
respect to such Portfolio or Funds. At the Manager's option, it may also elect
to recoup the aggregate amount of any Supplemental Fee it is entitled to recoup
hereunder with respect to such Portfolio or Funds by reducing the amounts
otherwise payable by Manager to Sub-Adviser under the Agreement in respect of
the Nuveen Growth and Income Fund. Once the Manager shall have recouped the
aggregate amount of the Supplemental Fee in respect of the Balanced Portfolio,
the Growth and Income Portfolio or the European Funds (as the case may be)
pursuant to this paragraph, the Manager shall resume paying Sub-Adviser the sub-
advisory fee payable under the Agreement in respect of such Portfolio or Funds.
b. If Sub-Adviser shall either resign or be terminated for
cause as sub-adviser for the Balanced Portfolio, the Growth and Income Portfolio
or one or both of the European Funds, Sub-Adviser agrees to pay to Manager the
amount of any unrecouped Supplemental Fee previously received in respect of such
Portfolios or Funds at the same time as it ceases to serve as sub-adviser.
c. If Sub-Adviser shall be terminated as sub-adviser for the
Balanced Portfolio, the Growth and Income Portfolio or one or both of the
European Funds other than for cause, Sub-Adviser shall be entitled to retain the
amount of any unrecouped Supplemental Fee.
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IN WITNESS WHEREOF, the Manager and the Sub-Adviser have caused this
Addendum to be executed as of the day and year first above written.
NUVEEN INSTITUTIONAL ADVISORY CORP.
By:
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ATTEST: Title:
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Title:
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INSTITUTIONAL CAPITAL CORPORATION
By:
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ATTEST: Title:
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Title:
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