EXHIBIT 10.11(b)
INVESTMENT SUB-ADVISORY AGREEMENT
AGREEMENT made this 16th day of May, 1998, by and between Nuveen
Institutional Advisory Corp., a Delaware corporation and registered investment
adviser ("Manager"), and Institutional Capital Corporation, a Delaware
corporation and registered investment adviser ("Sub-Adviser").
WHEREAS, Manager expects to be the investment manager for the Nuveen
Investment Trust (the "Fund"), an open-end diversified, management investment
company registered under the Investment Company Act of 1940, as amended ("1940
Act"), currently consisting of three separate series or portfolios including the
Nuveen Growth and Income Stock Fund, the Nuveen Balanced Stock and Bond Fund and
the Nuveen Balanced Municipal and Stock Fund (the "Initial Portfolios"); and
WHEREAS, Manager desires to retain Sub-Adviser as its agent to
furnish investment advisory services for the Initial Portfolios, 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 Initial Portfolios 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. Additional Portfolios. In the event that the Fund
establishes one or more portfolios other than the Initial Portfolios, with
respect to which the Manager desires to engage the Sub-Adviser to render
investment advisory services hereunder, the Manager shall notify the
Sub-Adviser of such desire. If the Sub-Adviser is willing to render such
services, it shall notify the Manager in writing whereupon such portfolio
or portfolios shall become a Portfolio or Portfolios hereunder.
3. Services to be Performed. Subject always to the supervision
of Fund'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 assets
designated in Schedule A hereto, as such schedule may be amended from time
to time, of the Initial Portfolios and other Portfolios hereunder, all on
behalf of such Portfolios. In the performance of its duties, Sub-Adviser
will satisfy its fiduciary duties to the Fund (as set forth in Section 7,
below), and will monitor the
Portfolios' investments, and will comply with the provisions of Fund's
Declaration of Trust and By-laws, as amended from time to time, and the
stated investment objectives, policies and restrictions of the Portfolios.
Manager will provide Sub-Adviser with current copies of the Fund'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 Portfolios and to consult with each other regarding the investment
affairs of the Portfolios. Sub-Adviser will report to the Board of
Trustees and to Manager with respect to the implementation of such
program.
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) Sub-Adviser is authorized to select the brokers or dealers that
will execute the purchases and sales of portfolio securities for the
Portfolios and is directed to use its best efforts to obtain best
execution, which includes most favorable net results and execution of the
Fund'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 Fund or in respect of any Portfolio, or
be in breach of any obligation owing to the Fund or in respect of any
Portfolio under this Agreement, or otherwise, solely by reason of its
having caused the Fund to pay a member of a securities exchange, a broker
or a dealer a commission for effecting a securities transaction for the
Fund 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 Fund, as to
which it exercises investment discretion. In addition, if in the judgment
of the Sub-Adviser, the Fund would be benefited by
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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 Fund such information relating to
transactions for any Portfolio 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 Fund, Manager,
or Sub-Adviser, except as may be permitted under the 1940 Act;
(d) will report regularly to Manager and to the Board of Trustees
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 Portfolios, including,
without limitation, review of the general investment strategies of the
Portfolios, the performance of the Portfolios in relation to standard
industry indices, interest rate considerations and general conditions
affecting the marketplace and will provide various other reports from time
to time as reasonably requested by Manager; and
(e) will prepare such books and records with respect to the
Portfolios' securities transactions as requested by the Manager and will
furnish Manager and Fund's Board of Trustees such periodic and special
reports as the Board or Manager may reasonably request.
4. 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 Fund.
5. 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, at the end of
each calendar month, an equity or fixed income portfolio management fee on
the specified proportion of each Portfolio's average daily net asset value
set forth in Schedule A hereto, as such schedule may be amended from time
to time, at an annual rate as set forth below, which rate is determined by
reference to the average daily market value of the equity and fixed income
assets, respectively, of all Nuveen-sponsored investment products for
which Institutional Capital serves as portfolio manager, applying the same
proportions as set forth in Schedule A.
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EQUITY ASSETS OF NUVEEN-SPONSORED
INVESTMENT PRODUCTS MANAGED BY
INSTITUTIONAL CAPITAL EQUITY MANAGEMENT FEE
For the first $500 million .35 of 1%
For the next $500 million .30 of 1%
For assets over $1 billion .25 of 1%
FIXED-INCOME ASSETS OF NUVEEN-SPONSORED
INVESTMENT PRODUCTS MANAGED BY
INSTITUTIONAL CAPITAL FIXED INCOME MANAGEMENT FEE
For the first $500 million .20 of 1%
For the next $500 million .15 of 1%
For assets over $1 billion .12 of 1%
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.
6. Services to Others. Manager understands, and has advised Fund'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 other investment
companies, provided that the Sub-Adviser conforms to the provisions of the
Joint Business Initiative Agreement, and further 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 Fund's Board of
Trustees, that in some cases this procedure may adversely affect the size
of the position that a Portfolio 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 Fund'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 time
to such service and nothing contained in this Agreement will be deemed to
limit or restrict the right of Sub-Adviser or any of its affiliates to
engage in and devote time and attention to other businesses or to render
services of whatever kind or
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nature. It is also agreed that the Sub-Adviser may use any supplemental
research obtained for the benefit of the Fund in providing investment
advice to its other investment advisory accounts or for managing its own
accounts.
7. 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 Fund 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.
8. Cross-Indemnification. Each party to this Agreement
("Indemnitor") shall indemnify and hold the other party and its officers,
directors, employees, representatives, agents, and affiliates
(collectively, "Indemnitee") harmless as follows:
a. Duty to Indemnify. Each Indemnitee shall be indemnified
against any and all losses, liabilities, damages, expenses and other
costs (including, without limitation, Indemnitee's own attorneys'
and paralegals' fees and other litigation expenses) suffered or
incurred by Indemnitee arising out of or in connection with any
breach or violation of this Agreement, federal or state statutes,
rules or regulations, exchange or self-regulatory agency rules and
regulations, or common law that is attributable in whole or, to the
extent responsible, in part to Indemnitor's actions or the actions
of any person whom Indemnitor may supervise or control, in any
civil, criminal, administrative, arbitration, mediation or other
proceeding.
b. Notice of Claims. An Indemnitee asserting an indemnity
claim shall promptly notify Indemnitor in writing of the amount and
nature of the claim. Upon receipt of an indemnity claim, the
Indemnitor shall, within 30 days, fulfill any part of its obligation
then due under this Section or give Indemnitee a written explanation
for its denial of the claim. If any indemnity claim is not denied,
Indemnitor shall continue to fulfill its indemnity obligations as
and when they come due. The Indemnitee shall be entitled at its
expense to participate in the defense of any claim, lawsuit, or
proceedings. No claim asserted by a third party for which
indemnification from Indemnitor is sought shall be settled without
first obtaining the written consent of Indemnitor, which consent
shall not be unreasonably withheld.
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9. Term; Termination; Amendment. This Agreement shall become effective
with respect to the Initial Portfolios on the same date as the Management
Agreement between the Fund and the Manager becomes effective; provided that it
has been approved by a vote of a majority of the outstanding voting securities
of each Portfolio in accordance with the requirements of the 1940 Act and shall
remain in full force for a period ending two (2) years from such date unless
sooner terminated as hereinafter provided. This Agreement shall continue in
force from year to year thereafter with respect to each Portfolio, but only as
long as such continuance is specifically approved for each Portfolio 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 a Portfolio, the Sub-Adviser may continue to serve in such capacity
for such Portfolio 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 also be terminated by the Fund with respect to any Portfolio by
action of the Board of Trustees or by a vote of a majority of the outstanding
voting securities of such Portfolio on sixty (60) days' written notice to the
Sub-Adviser by the Fund.
This Agreement may be terminated with respect to any Portfolio 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 such Portfolio 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 5 earned prior to such termination.
This Agreement shall automatically terminate in the event the Investment
Management Agreement between the Manager and the Fund is terminated, assigned or
not renewed.
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10. Notice. Any notice under this Agreement shall be in writing, addressed
and delivered or mailed, postage prepaid, to the other party at such address as
such other party may designate for the receipt of such notice.
11. Limitations on Liability. All parties hereto are expressly put on
notice of the Fund's Agreement and Declaration of Trust and all amendments
thereto, all of which are on file with the Secretary of Massachusetts, and the
limitation of shareholder and trustee liability contained therein. The
obligations of the Fund 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 Fund individually but are binding upon only the assets and
property of the Fund, and persons dealing with the Fund must look solely to the
assets of the Fund and those assets belonging to the subject Portfolio, for the
enforcement of any claims.
12. 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.
13. Applicable Law. This Agreement shall be construed in accordance with
applicable federal law and (except as to Section 11 hereof which shall be
construed in accordance with the laws of Massachusetts) the laws of the State of
Illinois.
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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 CORP., a
Delaware corporation
By:
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Title:
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ATTEST:
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Title:
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INSTITUTIONAL CAPITAL CORPORATION, a
Delaware corporation
By:
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Title:
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ATTEST:
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Title:
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INVESTMENT SUB-ADVISORY AGREEMENT
Schedule A
Nuveen Growth and Income Stock Fund
Nuveen European Value Fund
Assets for which Services are to be rendered pursuant to Section 3: All
Proportions applied under fee schedule pursuant to Section 5: 100% of all assets under Equity Management
Fee
Nuveen Balanced Stock and Bond Fund
Assets for which Services are to be rendered pursuant to Section 3: All
Proportions applied under fee schedule pursuant to Section 5:
The percentage of the Target Investment mix
allocated by the Fund Board of Trustees from
time to time to Equity Securities under
Equity Management Fee
All remaining assets under Fixed Income
Management Fee
Nuveen Balanced Municipal and Stock Fund
Assets for which Services are to be rendered pursuant to Section 3: All Equity Securities
Proportions applied under fee schedule pursuant to Section 5: The percentage of the Target Investment mix
allocated by the Fund Board of Trustees from
time to time to Equity Securities under
Equity Management Fee
Effective as of May 16, 1998