Common use of References and Headings Clause in Contracts

References and Headings. In this 17. Agreement and in any such 18. amendment, references to this 19. Agreement and all expressions such as 20. herein, hereof, and hereunder shall be 21. deemed to refer to this Agreement as 22. amended or affected by any such 23. amendments. Headings are placed 24. herein for convenience of reference 25. only and shall not be taken as a part 26. hereof or control or affect the meaning, 27. construction, or effect of this 28. Agreement. This Agreement may be 29. executed in any number of 30. counterparts, each of which shall be 31. deemed an original. Dated: November 13, 2007 NUVEEN INVESTMENT TRUST V ATTEST BY _____/S/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Vice President /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ NUVEEN ASSET MANAGEMENT ATTEST BY __/S/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇_ Managing Director /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ NUVEEN INVESTMENT TRUST V 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 INITIAL TERM Nuveen Prefer red Securities Fund November 13 , 2007 Until August 1, 2008 NUVEEN INVESTMENT TRUST V MANAGEMENT AGREEMENT SCHEDULE B a. Compensation pursuant to Section 7 of b. this Agreement shall be calculated with c. respect to each Fund in accordance with d. the following schedule applicable to the e. average daily net assets of the Fund: f. Each Funds Management Fee will equal g. the sum of a Fund-Level Fee and a h. Complex-Level Fee. Certain Funds are i. subject to expense limitations as j. described in this Schedule.

References and Headings. In this 17. Agreement and in any such 18. amendment, references to this 19. Agreement and all expressions such as 20. “herein, ,” “hereof, ,” and hereunder “hereunder’” shall be 21. deemed to refer to this Agreement as 22. amended or affected by any such 23. amendments. Headings are placed 24. herein for convenience of reference 25. only and shall not be taken as a part 26. hereof or control or affect the meaning, 27. construction, or effect of this 28. Agreement. This Agreement may be 29. executed in any number of 30. counterparts, each of which shall be 31. deemed an original. Dated: November 13, 2007 NUVEEN INVESTMENT TRUST V II ATTEST BY _____/S/ /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Vice President /s/ ▇▇▇▇▇▇▇▇ ▇. ▇’▇▇▇▇ NUVEEN ASSET MANAGEMENT ATTEST BY __/S/ /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇_ ▇ Managing Director /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ NUVEEN INVESTMENT TRUST V 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 INITIAL TERM Nuveen Prefer red Securities Tradewinds (formerly NWQ) International Value Fund November 13 13, 2007 Until August 1Nuveen Tradewinds (formerly NWQ) Global All-Cap Fund November 13, 2008 2007 NUVEEN INVESTMENT TRUST V II MANAGEMENT AGREEMENT SCHEDULE B B a. Compensation pursuant to Section 7 of b. this Agreement shall be calculated with c. respect to each Fund in accordance with d. the following schedule applicable to the e. average daily net assets of the Fund: f. Each Funds Fund’s Management Fee will equal g. the sum of a Fund-Level Fee and a h. Complex-Level Fee. b. The Fund-Level Fee for each Fund shall be computed by applying the following annual rate to the average total daily net assets of the Fund: For the first $125 million .7500% .8500% For the first $125 million .7375% .8375% For the next $250 million .7250% .8250% For the next $500 million .7125% .8125% For the next $1 billion .7000% .8000% Over $2 billion .6750% .7750% c. Nuveen Asset Management will waive fees and reimburse expenses in order to prevent total annual fund operating expenses (excluding 12b-1 distribution and service fees and extraordinary expenses) from exceeding the percentage of the average daily net assets of any class of fund shares of each Fund as shown on the table below, subject in all cases to possible further reductions as a result of reductions in the complex-level fee component of the management fee. Certain NuveenTradewinds (formerly NWQ) Global All-Cap Fund 1.55% d. The Complex-Level Fee shall be calculated by reference to the daily net assets of the Eligible Funds, as defined in section 2 below (with such daily net assets to include, in the case of Eligible Funds whose advisory fees are i. subject calculated by reference to expense limitations net assets that include net assets attributable to preferred stock issued by or borrowings by the fund, such leveraging net assets) (“Complex-Level Assets”), pursuant to the following annual fee schedule: 55,000 0.2000 56,000 0.1996 57,000 0.1989 60,000 0.1961 63,000 0.1931 66,000 0.1900 71,000 0.1851 76,000 0.1806 80,000 0.1773 91,000 0.1691 125,000 0.1599 200,000 0.1505 250,000 0.1469 300,000 0.1445 e. “Eligible Funds”, for purposes of the Agreement as j. described so amended, shall mean all Nuveen-branded closed-end and open-end registered investment companies organized in this Schedulethe United States. Any open-end or closed-end funds that subsequently become part of the Nuveen complex because either (a) Nuveen Investments, Inc. or its affiliates acquire the investment adviser to such funds (or the advisor’s parent), or (b) Nuveen Investments, Inc. or its affiliates acquire the fund’s adviser’s rights under the management agreement for such fund, will be evaluated by both Nuveen management and the Nuveen Funds’ Board, on a case-by-case basis, as to whether or not these acquired funds would be included in the Nuveen complex of Eligible Funds and, if so, whether there would be a basis for any adjustments to the complex-level breakpoints.

References and Headings. In this 17. Agreement and in any such 18. amendment, references to this 19. Agreement and all expressions such as 20. “herein, ,” “hereof, ,” and hereunder “hereunder’” shall be 21. deemed to refer to this Agreement as 22. amended or affected by any such 23. amendments. Headings are placed 24. herein for convenience of reference 25. only and shall not be taken as a part 26. hereof or control or affect the meaning, 27. construction, or effect of this 28. Agreement. This Agreement may be 29. executed in any number of 30. counterparts, each of which shall be 31. deemed an original. Dated: November 1315, 2007 2006 NUVEEN INVESTMENT TRUST V ATTEST BY _____/S/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Vice President /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ NUVEEN ASSET MANAGEMENT ATTEST BY __/S/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇_ ▇ Managing Director /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ NUVEEN INVESTMENT TRUST V 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 INITIAL TERM Nuveen Prefer red ▇▇▇▇▇▇ Preferred Securities Fund November 13 15, 2007 2006 Until August 1, 2008 NUVEEN INVESTMENT TRUST V MANAGEMENT AGREEMENT SCHEDULE B B a. Compensation pursuant to Section 7 of b. this Agreement shall be calculated with c. respect to each Fund in accordance with d. the following schedule applicable to the e. average daily net assets of the Fund: f. Each Funds Fund’s Management Fee will equal g. the sum of a Fund-Level Fee and a h. Complex-Level Fee. Certain Funds are i. subject to expense limitations as j. described in this Schedule. b. The Fund-Level Fee for each Fund shall be computed by applying the following annual rate to the average total daily net assets of the Fund: Nuveen Preferred Securities Fund For the first $125 million .5500% For the first $125 million .5375% For the next $250 million .5250% For the next $500 million .5125% For the next $1 billion .5000% Over $2 billion .4750% c. Nuveen Asset Management will waive fees and reimburse expenses in order to prevent total annual fund operating expenses (excluding 12b-1 distribution and service fees and extraordinary expenses) from exceeding the percentage of the average daily net assets of any class of fund shares of each Fund as shown on the table below, subject in all cases to possible further reductions as a result of reductions in the complex-level fee component of the management fee. Nuveen Preferred Securities Fund 1.25% d. The Complex-Level Fee shall be calculated by reference to the daily net assets of the Eligible Funds, as defined in section 2 below (with such daily net assets to include, in the case of Eligible Funds whose advisory fees are calculated by reference to net assets that include net assets attributable to preferred stock issued by or borrowings by the fund, such leveraging net assets) (“Complex-Level Assets”), pursuant to the following annual fee schedule: First $55 billion .2000% Next $1 billion .1800% Next $1 billion .1600% Next $3 billion .1425% Next $3 billion .1325% Next $3 billion .1250% Next $5 billion .1200% Next $5 billion .1175% Next $15 billion .1150% With respect to Complex-Level Assets over $91 billion, both the Fund (via its Board of Trustees) and the Adviser intend that the parties will meet, prior to the time when Complex-Assets reach that level, to consider and negotiate the fee rate or rates that will apply to such assets. The parties agree that, in the unlikely event that Complex-Wide Assets reach $91 billion prior to the parties reaching an agreement as to the Complex-Level Fee rate or rates to be applied to such assets, the Complex-Level Fee rate for such Complex-Level Assets shall be .1400% until such time as the parties agree to a different rate or rates.

References and Headings. In this 17. Agreement and in any such 18. amendment, references to this 19. Agreement and all expressions such as 20. “herein, ,” “hereof, ,” and hereunder “hereunder’” shall be 21. deemed to refer to this Agreement as 22. amended or affected by any such 23. amendments. Headings are placed 24. herein for convenience of reference 25. only and shall not be taken as a part 26. hereof or control or affect the meaning, 27. construction, or effect of this 28. Agreement. This Agreement may be 29. executed in any number of 30. counterparts, each of which shall be 31. deemed an original. Dated: November 13, 2007 NUVEEN INVESTMENT TRUST V ATTEST BY _____/S/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Vice President /s/ ▇▇▇▇▇▇▇▇ ▇. ▇’▇▇▇▇ NUVEEN ASSET MANAGEMENT ATTEST BY __/S/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇_ ▇ Managing Director /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ NUVEEN INVESTMENT TRUST V 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 INITIAL TERM Nuveen Prefer red Securities Fund November 13 , 2007 Until August 1, 2008 NUVEEN INVESTMENT TRUST V MANAGEMENT AGREEMENT SCHEDULE B B a. Compensation pursuant to Section 7 of b. this Agreement shall be calculated with c. respect to each Fund in accordance with d. the following schedule applicable to the e. average daily net assets of the Fund: f. Each Funds Fund’s Management Fee will equal g. the sum of a Fund-Level Fee and a h. Complex-Level Fee. Certain Funds are i. subject to expense limitations as j. described in this Schedule. b. The Fund-Level Fee for each Fund shall be computed by applying the following annual rate to the average total daily net assets of the Fund: For the first $125 million .5500 % For the next $125 million .5375 % For the next $250 million .5250 % For the next $500 million .5125 % For the next $1 billion .5000 % Over $2 billion .4750 % c. Nuveen Asset Management will waive fees and reimburse expenses in order to prevent total annual fund operating expenses (excluding 12b-1 distribution and service fees and extraordinary expenses) from exceeding the percentage of the average daily net assets of any class of fund shares of each Fund as shown on the table below, subject in all cases to possible further reductions as a result of reductions in the complex-level fee component of the management fee. Nuveen Preferred Securities Fund 1.25 % d. The Complex-Level Fee shall be calculated by reference to the daily net assets of the Eligible Funds, as defined in section 2 below (with such daily net assets to include, in the case of Eligible Funds whose advisory fees are calculated by reference to net assets that include net assets attributable to preferred stock issued by or borrowings by the fund, such leveraging net assets) (“Complex-Level Assets”), pursuant to the following annual fee schedule: 55,000 .2000 % 56,000 .1996 % 57,000 .1989 % 60,000 .1961 % 63,000 .1931 % 66,000 .1900 % 71,000 .1851 % 76,000 .1806 % 80,000 .1773 % 91,000 .1691 % 125,000 .1599 % 200,000 .1505 % 250,000 .1469 % 300,000 .1445 %

References and Headings. In this 17. Agreement and in any such 18. amendment, references to this 19. Agreement and all expressions such as 20. “herein, ,” “hereof, ,” and hereunder “hereunder’” shall be 21. deemed to refer to this Agreement as 22. amended or affected by any such 23. amendments. Headings are placed 24. herein for convenience of reference 25. only and shall not be taken as a part 26. hereof or control or affect the meaning, 27. construction, or effect of this 28. Agreement. This Agreement may be 29. executed in any number of 30. counterparts, each of which shall be 31. deemed an original. –9– Dated: November 13, 2007 NUVEEN INVESTMENT TRUST V II ATTEST BY _____/S/ /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Vice President /s/ ▇▇▇▇▇▇▇▇ ▇. ▇’▇▇▇▇ NUVEEN ASSET MANAGEMENT ATTEST BY __/S/ /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇_ ▇ Managing Director /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ –10– NUVEEN INVESTMENT TRUST V 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 INITIAL TERM Nuveen Prefer red Securities Tradewinds (formerly NWQ) International Value Fund November 13 13, 2007 Until August 1Nuveen Tradewinds (formerly NWQ) Global All-Cap Fund November 13, 2008 2007 –11– NUVEEN INVESTMENT TRUST V II MANAGEMENT AGREEMENT SCHEDULE B B a. Compensation pursuant to Section 7 of b. this Agreement shall be calculated with c. respect to each Fund in accordance with d. the following schedule applicable to the e. average daily net assets of the Fund: f. Each Funds Fund’s Management Fee will equal g. the sum of a Fund-Level Fee and a h. Complex-Level Fee. b. The Fund-Level Fee for each Fund shall be computed by applying the following annual rate to the average total daily net assets of the Fund: Average Total Daily Net Assets Rate Rate Nuveen Tradewinds (formerly NWQ) Global All- Cap Fund Nuveen Tradewinds (formerly NWQ) International Value Fund For the first $125 million .7500% .8500% For the first $125 million .7375% .8375% For the next $250 million .7250% .8250% For the next $500 million .7125% .8125% For the next $1 billion .7000% .8000% Over $2 billion .6750% .7750% c. Nuveen Asset Management will waive fees and reimburse expenses in order to prevent total annual fund operating expenses (excluding 12b-1 distribution and service fees and extraordinary expenses) from exceeding the percentage of the average daily net assets of any class of fund shares of each Fund as shown on the table below, subject in all cases to possible further reductions as a result of reductions in the complex-level fee component of the management fee. Certain Fund Permanent Expense Cap as a percentage of the average daily net assets of any class of the Fund NuveenTradewinds (formerly NWQ) Global All-Cap Fund 1.55% –12– d. The Complex-Level Fee shall be calculated by reference to the daily net assets of the Eligible Funds, as defined in section 2 below (with such daily net assets to include, in the case of Eligible Funds whose advisory fees are i. subject calculated by reference to expense limitations as j. described in this Schedule.net assets that include net assets attributable to preferred stock issued by or borrowings by the fund, such leveraging net assets) (“Complex-Level Assets”), pursuant to the following annual fee schedule: Complex-Level Asset Breakpoint Level ($ million) Effective Rate at Breakpoint Level (%) 55,000 0.2000 56,000 0.1996 57,000 0.1989 60,000 0.1961 63,000 0.1931 66,000 0.1900 71,000 0.1851 76,000 0.1806 80,000 0.1773 91,000 0.1691 125,000 0.1599 200,000 0.1505 250,000 0.1469 300,000 0.1445