NUVEEN MULTI-STRATEGY INCOME AND GROWTH FUND
AMENDMENT OF INVESTMENT MANAGEMENT AGREEMENT
This Agreement made this 23rd day of January, 2012 by and between Nuveen
Multi-Strategy Income and Growth Fund, a Massachusetts business trust (the
"Fund"), and Nuveen Fund Advisors, Inc., a Delaware corporation (the "Adviser");
WHEREAS, the parties hereto are the contracting parties under that certain
Investment Management Agreement (the "Agreement") pursuant to which the Adviser
furnishes investment management and other services to the Fund; and
WHEREAS, the Board of Trustees of the Fund, at a meeting called for the
purpose, have approved the amendment to the Agreement and the continuation of
the Agreement as amended until August 1, 2012 in the manner required by the
Investment Company Act of 1940.
NOW THEREFORE, the Fund and the Adviser hereby agree to amend the Agreement,
replacing Section 2 in its entirety as follows:
2. For the services and facilities described in Section l, the Fund will pay to
the Adviser, at the end of each calendar month, an investment management fee
equal to the sum of a Fund-Level Fee and a Complex-Level Fee.
A. The Fund-Level Fee shall be computed by applying the following annual
rate to the average total daily managed assets of the Fund:
Average Total Daily Managed Assets* Rate
----------------------------------- ----
For the first $500 million 0.6800%
For the next $500 million 0.6550%
For the next $500 million 0.6300%
For the next $500 million 0.6050%
Over $2 billion 0.5800%
* "Managed assets" for this purpose means the total assets of the Fund,
minus the sum of its accrued liabilities (other than Fund liabilities
incurred for the express purpose of creating effective leverage). Total
assets for this purpose shall include assets attributable to the Fund's
use of effective leverage (whether or not those assets are reflected in
the Fund's financial statements for purposes of generally accepted
accounting principles).
B. The Complex-Level Fee for each Fund shall be computed by applying the
Complex-Level Fee Rate (as applied to a specific Fund, the "Fund-Specific
Complex-Level Fee Rate"), expressed as a daily equivalent, to the daily net
assets of the Fund. The Complex-Level Fee Rate shall be determined based
upon the total daily net assets of all Eligible Funds, as defined below
(with such daily net assets to include -- in the case of Eligible Funds
whose advisory fees are calculated by reference to net assets that include
net assets attributable to preferred stock issued by or borrowings by the
Eligible Fund -- such leveraging net assets), pursuant to the annual fee
schedule shown below in this section, with the following exclusions (as
adjusted, "Complex-Level Assets"):
(i) in the case of Eligible Funds that invest in other Eligible Funds
("Funds of Funds"), that portion of the net assets of such Funds of
Funds attributable to investments in such other Eligible Funds;
(ii) that portion of the net assets of each Eligible Fund comprising the
daily "Fund Asset Limit Amount" (as defined below).
The Complex-Level Fee Rate shall be calculated in such a manner that it
results in the effective rate at the specified Complex-Level Asset amounts
shown in the following annual fee schedule:
Complex-Level Asset Effective Rate
Breakpoint Level at Breakpoint
($ million) 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
C. Eligible Funds," for purposes of the Agreement, shall mean all
Nuveen-branded closed-end and open-end registered investment companies
organized in the United States. Any open-end or closed-end funds that
subsequently become a Nuveen-branded fund because either (a) Nuveen
Investments, Inc. or its affiliates acquire the investment adviser to such
funds (or the adviser's parent), or (b) Nuveen Investments, Inc. or its
affiliates acquire the fund's adviser's rights under the management
agreement for such fund (in either case, such acquisition an "Acquisition"
and such fund an "Acquired Fund"), will be evaluated by both Nuveen
management and the Nuveen Funds' Board, on a case-by-case basis, as to
whether or not the assets of such Acquired Funds would be included in
Complex-Level Assets and, if so, whether there would be a basis for any
adjustments to the complex-level breakpoint schedule and/or its application.
D. The "Fund Asset Limit Amount" as of any calculation date shall for each Fund
be equal to the lesser of (i) the Initial Fund Asset Limit Amount (defined
below), and (ii) the Eligible Fund's current net assets. The "Initial
Fund Asset Limit Amount" for an Eligible Fund shall be determined as follows:
i. In the case of Nuveen-branded Funds that qualified as Eligible Funds
on or prior to June 30, 2010, as well as Eligible Funds launched
thereafter that are not Acquired Funds, the Initial Fund Asset Limit
Amount shall be equal to zero, except to extent that such Fund may later
participate in a subsequent Fund consolidation as described in
(iii) below;
ii. In the case of Acquired Funds, the Initial Fund Asset Limit Amount
is equal to the product of (i) 1 minus the Aggregate Eligible Asset
Percentage (defined below), and (ii) an Acquired Fund's net assets as of
the effective date of such Fund's Acquisition;
iii. In the event of a consolidation or merger of one or more Eligible
Funds, the Initial Fund Asset Limit Amount of the combined fund will be
equal to the sum of the Initial Fund Asset Limit Amounts of each
individual Eligible Fund.
E. Following are additional definitions of terms used above:
i. "Acquisition Assets": With respect to an Acquisition, the aggregate
net assets as of the effective date of such Acquisition of all Acquired
Funds.
ii. "Aggregate Eligible Asset Amount": With respect to an Acquisition,
that portion of the aggregate net assets of Acquired Funds as of the
effective date of such Acquisition that is included in
Complex-Level Assets. With respect to the series of First American
Investment Funds, Inc. that became Acquired Funds as of December 31,
2010, the Aggregate Eligible Asset Amount is $2 billion.
iii. "Aggregate Eligible Asset Percentage": The ratio of the Aggregate
Eligible Asset Amount to Acquisition Assets.
iv. "Fund-Specific Complex-Level Fee Rate": The Complex-Level Fee Rate
applicable to a specific Eligible Fund. In the case of Eligible Funds
that are Funds of Funds, the Fund-Specific Complex-Level Fee Rate is
zero percent (0%). For all other Eligible Funds, the Fund-Specific
Complex-Level Fee Rate is the annual fee rate calculated as the sum of
(i) the Complex-Level Fee Rate plus (ii) the product of (a) the
difference between 0.20% and the Complex-Level Fee Rate; and (b) the
ratio of the Fund's Fund Asset Limit Amount to such Fund's net assets.
F. 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 shall have been in effect during the month
and year, respectively. The services of the Adviser to the Fund under this
Agreement are not to be deemed exclusive, and the Adviser shall be free to
render similar services or other services to others so long as its services
hereunder are not impaired thereby.
NOW THEREFORE, in consideration of the mutual covenants contained herein and in
the Agreement as hereby amended, the Fund and the Adviser hereby agree to
continue the amended Agreement in effect until August 1, 2012 and ratify and
confirm the Agreement in all respects.
NUVEEN MULTI-STRATEGY INCOME AND GROWTH FUND
By: /s/ Xxxxx X. XxXxxxxx
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Vice President
ATTEST:
/s/ Xxxxxxxx X'Xxxx
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NUVEEN FUND ADVISORS, INC.
By: /s/ Xxxxxxx X. Xxxxxxxxx
-----------------------------
Managing Director
ATTEST:
/s/ Xxxxxxxx X'Xxxx
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