EXHIBIT (b)(5)(d)
Investment Sub-Advisory Agreement
Agreement made this 16th day of May, 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
Funds'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 Section7,
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;
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(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 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;
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(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.
Equity Assets of Nuveen-Sponsored
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Investment Products Managed by Equity Management
Institutional Capital 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 Fixed Income
Institutional Capital 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
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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
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-AdviserOs duties under this Agreement, except for a loss
resulting from Sub-AdviserOs 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 attorney's and
paralegal's fees and other litigation expenses) suffered or incurred
by Indemnitee arising out of or in connection
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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.
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,
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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: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇
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Title: Executive Vice President
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Attest:
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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Title: Secretary
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Institutional Capital Corporation,
a Delaware corporation
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
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Title: President
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Attest:
/s/ ▇▇▇▇ ▇. ▇▇▇▇
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Title: Secretary
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Investment Sub-Advisory Agreement
Schedule A
Nuveen Growth and Income Stock Fund
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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
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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 Board of Directors from time
to time to Equity Securities under Equity
Management Fee
All remaining assets under Fixed Income
Management Fee
Nuveen Balanced Municipal Stock Fund
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Nuveen Balanced California Municipal and Stock Fund
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Assets for which Services are to be rendered pursuant to Section 3: All Equity Securities
Proportions applied under fee schedule pursuant to Section 5: 40% of all assets under Equity Management Fee
Amended: , 1997