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MANAGEMENT AGREEMENT
BETWEEN
NUVEEN INVESTMENT TRUST II
AND
NUVEEN INSTITUTIONAL ADVISORY CORP.
NUVEEN INVESTMENT TRUST II, 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 the 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:
1. 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;
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(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 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
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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
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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;
(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;
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(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.
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.
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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
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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.
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 II" 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
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of this Agreement. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original.
Dated: October 31, 1997
NUVEEN INVESTMENT TRUST II
ATTEST BY /s/ GIFFORD R. ZIMMERMAN
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/s/ KAREN L. HEALY NUVEEN INSTITUTIONAL ADVISORY CORP.
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ATTEST BY /s/ THOMAS C. SPALDING
-----------------------------------
/s/ LARRY MARTIN
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NUVEEN INVESTMENT TRUST II
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 Rittenhouse Growth Fund November , 1997
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NUVEEN INVESTMENT TRUST II
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 RITTENHOUSE GROWTH 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 .7875 of 1%