INVESTMENT SUB-ADVISORY AGREEMENT
(NUVEEN TAX-ADVANTAGED DIVIDEND GROWTH FUND (JTD))
THIS AGREEMENT is made as of the 1st day of January, 2011, between Nuveen
Fund Advisors, Inc., a Delaware corporation (the "Adviser"), and Nuveen Asset
Management, LLC, a Delaware limited liability company (the "Sub-Adviser").
WHEREAS, the Adviser acts as the investment adviser for the Nuveen
Tax-Advantaged Dividend Growth Fund (the "Fund"), pursuant to an investment
advisory agreement between the Adviser and the Fund (the "Advisory Agreement");
WHEREAS, the Adviser desires to retain the Sub-Adviser to furnish
investment advisory services for the Fund, upon the terms and conditions
hereafter set forth;
NOW, THEREFORE, in consideration of the foregoing and of the mutual
covenants contained herein, the parties agree as follows:
1. Appointment of Sub-Adviser. The Adviser desires to engage and hereby
appoints the Sub-Adviser to provide certain sub-investment advisory services to
the Fund for the period and on the terms set forth in this Agreement. The
Sub-Adviser accepts the appointment and agrees to furnish the services described
herein for the compensation set forth below.
2. Duties of Sub-Adviser.
The Sub-Adviser is hereby employed and authorized to conduct a continual
program of investment, evaluation and, if appropriate, sale and reinvestment of
the assets in the Fund. In connection therewith, the Sub-Adviser will (a) make
investment decisions for the Fund; (b) place purchase and sale orders for
portfolio transactions in the Fund; (c) employ professional portfolio managers
and securities analysts to provide research services relating to the Fund; (d)
employ qualified personnel to assist in the supervision of the Fund's investment
program and to monitor the level of risk incurred by the Fund in connection with
its investment program; (e) provide input requested by the Adviser with respect
to the possible forms and levels of leverage employed by the Fund, and help
monitor the Fund's compliance with leverage limits imposed under the 1940 Act;
(f) provide assistance in connection with determining dividend and distribution
levels for the Fund and preparing and reviewing dividend and distribution
notices to shareholders; and (g) discuss with the Adviser, and take into
account, tax issues arising in connection with management of the Fund's
portfolio. Subject to the supervision of the Fund's Board of Directors (the
"Board") and the Adviser, the Sub-Adviser will manage the assets in the Fund in
accordance with (a) the Fund's investment objective(s), policies and
restrictions, to the extent the Sub-Adviser has been notified of such
objectives, policies and restrictions, (b) the Charter Documents (as such term
is defined below) of the Fund, to the extent that they have been provided to the
Sub-Adviser, and (c) applicable laws and regulations.
The Adviser has furnished to the Sub-Adviser the Fund's compliance
procedures pursuant to Rules 10f-3, 17a-7, and 17e-1 under the 1940 Act
(collectively, the "Compliance Procedures"), the Articles of Incorporation or
Declaration of Trust and Bylaws of the Fund, each as amended to date (the
"Charter Documents"), and the Fund's investment objective(s), policies
and restrictions. The Adviser agrees, on an ongoing basis, to provide to the
Sub-Adviser, as promptly as practicable, copies of all amendments and
supplements to the Compliance Procedures, all amendments to the Charter
Documents and all revisions to the Fund's investment objective(s), policies and
restrictions.
3. Brokerage. In selecting brokers or dealers to execute transactions on
behalf of the Fund, the Sub-Adviser will seek the best overall terms available.
In assessing the best overall terms available for any transaction, the
Sub-Adviser will consider factors it deems relevant, including, without
limitation, the breadth of the market in the security, the price of the
security, the financial condition and execution capability of the broker or
dealer and the reasonableness of the commission, if any, for the specific
transaction and on a continuing basis. In selecting brokers or dealers to
execute a particular transaction, and in evaluating the best overall terms
available, the Sub-Adviser is authorized to consider brokerage and research
services (within the meaning of Section 28(e) of the Securities Exchange Act of
1934, as amended). The Sub-Adviser will not execute any portfolio transactions
with a broker or dealer which is an "affiliated person" (as defined in the 0000
Xxx) of the Sub-Adviser or the Adviser, except pursuant to the any 17e-1
Policies and Procedures for affiliated brokerage transactions that have been
approved by Board for such Fund. The Adviser will provide the Sub-Adviser with a
list of brokers and dealers that are "affiliated persons" of the Adviser.
4. Proxy Voting. The Sub-Adviser shall vote all proxies with respect to
securities held in the Fund in accordance with the Sub-Adviser's proxy voting
guidelines and procedures in effect from time to time. In the event material
changes are made to such proxy voting guidelines, the Sub-Adviser agrees to
provide the Adviser with a copy of the revised proxy voting guidelines. The
Adviser agrees to instruct the Fund's custodian to forward all proxy materials
and related shareholder communications to the Sub-Adviser promptly upon receipt.
The Sub-Adviser agrees to promptly inform the Adviser and any Fund of any
conflict of interest of which the Sub-Adviser is aware that the Sub-Adviser has
in voting proxies with respect to securities held in such Fund. The Sub-Adviser
shall not be liable with regard to voting of proxies or other corporate actions
if the proxy materials and related communications are not received in a timely
manner.
5. Information Provided to the Adviser.
(a) The Sub-Adviser will keep the Adviser informed of developments
materially affecting any Fund and will, on its own initiative, furnish the
Adviser from time to time with whatever information the Sub-Adviser believes is
appropriate for this purpose.
(b) The Sub-Adviser will confer with the Adviser as the Adviser may
reasonably request regarding the investment and management of the Fund. The
Sub-Adviser will not be required to advise the Adviser or act for the Adviser or
any Fund in any legal proceedings, including bankruptcies or class actions,
involving securities in any Fund or the issuers of the securities.
(c) The Sub-Adviser agrees to comply with all reporting requirements
that the Board or the Adviser reasonably adopt and communicate to the
Sub-Adviser in writing, including
reporting requirements related to performance of the Fund, brokerage practices,
and proxy voting.
(d) The Sub-Adviser will monitor the pricing of portfolio securities,
and events relating to the issuers of those securities and the markets in which
the securities trade in the ordinary course of managing the portfolio securities
of the Fund, and will notify the Adviser promptly of any issuer-specific or
market events or other situations that occur that may materially impact the
pricing of one or more securities in the Fund. In addition, upon the request of
Adviser, the Sub-Adviser will assist the Adviser in evaluating the impact that
such an event may have on the net asset value of the Fund and in determining a
recommended fair value of the affected security or securities. Sub-Adviser shall
not be liable for any valuation determined or adopted by the Fund, unless such
determination is made based upon information provided by the Sub-Adviser that is
materially incorrect or incomplete as a result of the Sub-Adviser's gross
negligence.
(e) The Sub-Adviser has provided the Adviser with a true and complete
copy of its compliance policies and procedures that are reasonably designed to
prevent violations of the "federal securities laws" (as such term is defined in
Rule 38a-1 under the 0000 Xxx) and Rule 206(4)-7 under the Investment Advisers
Act of 1940, as amended (the "Advisers Act") (the "Sub-Adviser Compliance
Policies"). The Sub-Adviser's chief compliance officer (the "Sub-Adviser CCO")
shall provide to the Fund's chief compliance officer (the "Fund CCO") or his or
her delegate, promptly (and in no event more than 10 business days) after the
occurrence of the triggering event, the following:
(i) a report of any material changes to the Sub-Adviser
Compliance Policies;
(ii) a report of any "material compliance matters," as defined by
Rule 38a-1 under the 1940 Act, that have occurred in connection with the
Sub-Adviser Compliance Policies;
(iii) a copy of a summary of the Sub-Adviser CCO's report with
respect to the annual review of the Sub-Adviser Compliance Policies
pursuant to Rule 206(4)-7 under the Advisers Act; and
(iv) an annual (or more frequently as the Fund CCO may request)
certification regarding the Sub-Adviser's compliance with Rule 206(4)-7
under the Advisers Act and Section 38a-1 under the 1940 Act as well as the
foregoing sub-paragraphs (i) - (iii).
(f) The Sub-Adviser will timely notify the Adviser of any material
violations by the Sub-Adviser of the Fund's investment policies or restrictions
or any applicable law or regulation.
6. Standard of Care. The Sub-Adviser shall exercise its best judgment in
rendering the services described in paragraphs 2, 3 and 4 above. The Sub-Adviser
shall not be liable for any error of judgment or mistake of law or for any loss
suffered by the Fund or the Adviser in connection with the matters to which this
Agreement relates, except a loss resulting from willful misfeasance, bad faith
or gross negligence on the Sub-Adviser's part in the performance of its duties
or from reckless disregard by the Sub-Adviser of its obligations and duties
under this Agreement (each such act or omission shall be referred to as
"Disqualifying Conduct"). Neither the Sub-Adviser nor its members, partners,
officers, employees and agents shall be liable to the
Adviser, the Fund or its shareholders or any other person (a) for the acts,
omissions, errors of judgment or mistakes of law of any other fiduciary or other
person with respect to the Fund or (b) for any failure or delay in performance
of the Sub-Adviser's obligations under this Agreement arising out of or caused,
directly or indirectly, by circumstances beyond its reasonable control,
including, without limitation, acts of civil or military authority, national
emergencies, labor difficulties, fire, mechanical breakdowns, flood or
catastrophe, acts of God, insurrection, war, riots or failure of the mails,
transportation, communication or power supply.
The Sub-Adviser does not guarantee the future performance of the Fund or
any specific level of performance, the success of any investment decision or
strategy that the Sub-Adviser may use, or the success of the Sub-Adviser's
overall management of the Fund. The Adviser understands that investment
decisions made for the Fund by the Sub-Adviser are subject to various market,
currency, economic, political and business risks, and that those investment
decisions will not always be profitable.
7. Compensation. In consideration of the services rendered pursuant to this
Agreement, the Adviser will pay the Sub-Adviser on the fifth business day of
each month a fee equal to 10.00% of the fees (net of applicable breakpoints,
waivers and reimbursements) paid by the Fund to the Adviser under the Advisory
Agreement for the Fund. The fee for the period from the date of this Agreement
to the end of the calendar month shall be prorated according to the proportion
that such period bears to the full monthly period. Upon any termination of this
Agreement before the end of a month, the fee for such part of that month shall
be prorated according to the proportion that such period bears to the full
monthly period and shall be payable upon the date of termination of this
Agreement.
8. Expenses. The Sub-Adviser will bear all of its expenses in connection
with the performance of its services under this Agreement. All other expenses to
be incurred in the operation of the Fund will be borne by the Fund, except to
the extent specifically assumed by the Adviser or Sub-Adviser. The expenses to
be borne by the Fund include, by way of example, but not by way of limitation,
(a) brokerage and commission expenses; (b) Federal, state, local and foreign
taxes, including issue and transfer taxes incurred by or levied on the Fund; (c)
interest charges on borrowings; (d) the Fund's organizational and offering
expenses; (e) fees and expenses of registering the Fund's shares under the
appropriate Federal securities laws and qualifying the Fund's shares under
applicable state securities laws; (f) fees and expenses of listing and
maintaining the listing of the Fund's shares on the principal securities
exchanges where listed, or, if the Fund's shares are not so listed, fees and
expenses of listing and maintaining the quotation of the Fund's shares on the
principal securities market where traded; (g) expenses of printing and
distributing reports to shareholders; (h) expenses of shareholders' meetings and
proxy solicitation; (i) charges and expenses of the Fund's administrator,
custodian and registrar, transfer agent and dividend disbursing agent; (j)
compensation of the Fund's officers, directors and employees that are not
affiliated persons or interested persons (as defined in Section 2(a)(19) of the
1940 Act and the rules, regulations and releases relating thereto) of the
Adviser or Sub-Adviser; (k) legal and auditing expenses; (l) cost of
certificates representing shares of the Fund; (m) costs of stationery and
supplies; (n) insurance expenses; and (o) association membership dues.
9. Services to Other Companies or Accounts. The Adviser understands that
the Sub-Adviser now acts, will continue to act and may act in the future as
investment adviser to fiduciary and other managed accounts and as investment
adviser to other investment companies, and the Adviser has no objection to the
Sub-Adviser so acting, provided that whenever the Fund and one or more other
accounts or investment companies advised by the Sub-Adviser have available funds
for investment, investments suitable and appropriate for each will be allocated
in accordance with a methodology believed to be equitable to each entity. The
Sub-Adviser agrees to similarly allocate opportunities to sell securities. The
Adviser recognizes that, in some cases, this procedure may limit the size of the
position that may be acquired or sold for the Fund. In addition, the Adviser
understands that the persons employed by the Sub-Adviser to assist in the
performance of the Sub-Adviser's duties hereunder will not devote their full
time to such service and nothing contained herein shall be deemed to limit or
restrict the right of the Sub-Adviser or any affiliate of the Sub-Adviser to
engage in and devote time and attention to other business or to render services
of whatever kind or nature.
10. Books and Records. In compliance with the requirements of Rule 31a-3
under the 1940 Act, the Sub-Adviser hereby agrees that all records which it
specifically maintains for the Fund are the property of the Fund and further
agrees to surrender promptly to the Fund copies of any of such records upon the
Fund's or the Adviser's request. The Sub-Adviser further agrees to preserve for
the periods prescribed by Rule 31a-2 under the 1940 Act the records relating to
its activities hereunder required to be maintained by Rule 31a-1 under the 1940
Act and to preserve the records relating to its activities hereunder required by
Rule 204-2 under the Advisers Act for the period specified in said Rule.
11. Term of Agreement. Unless sooner terminated, this Agreement shall
continue in effect until August 1, 2012. Thereafter, this Agreement shall
continue automatically for successive annual periods, provided such continuance
is specifically approved at least annually by the Board of the Fund in the
manner required by the 1940 Act. This Agreement is terminable, without penalty,
on 60 days' written notice (the date of termination may be less than 60 days
after the written notice of termination so long as the duration of the notice
period is agreed upon by the Adviser and Sub-Adviser) by the Adviser, by the
Fund's Board, by vote of a majority of the Fund's outstanding voting securities,
or by the Sub-Adviser, and will immediately terminate upon termination of the
Advisory Agreement with respect to the Fund. This Agreement also will terminate
automatically in the event of its assignment (as defined in the 1940 Act).
12. Trade Settlement at Termination. Termination will be without prejudice
to the completion of any transaction already initiated. On, or after, the
effective date of termination, the Sub-Adviser shall be entitled, without prior
notice to the Adviser or the Fund, to direct the Fund's custodian to retain
and/or realize any assets of the Fund as may be required to settle transactions
already initiated. Following the date of effective termination, any new
transactions will only be executed by mutual agreement between the Adviser and
the Sub-Adviser.
13. Indemnification. (a) The Adviser agrees to indemnify and hold harmless
the Sub-Adviser and its members, partners, officers, employees, agents,
successors and assigns (each a "Sub-Adviser Indemnified Person") from and
against any and all claims, losses, liabilities or damages (including reasonable
attorneys' fees and other related expenses) to which any Sub-Adviser Indemnified
Person may become subject as a result of the Adviser's material breach of
this Agreement or as a result of the Adviser's willful misfeasance, bad faith,
gross negligence or reckless disregard of its obligations and duties hereunder
or violation of applicable law; provided, however, that no Sub-Adviser
Indemnified Person shall be indemnified for any claim, loss, liability or damage
that may be sustained as a result of the Sub-Adviser's Disqualifying Conduct.
(b) The Sub-Adviser agrees to indemnify and hold harmless the Adviser
and the Fund and their respective shareholders, members, partners, directors,
officers, employees, agents, successors and assigns (each an "Adviser
Indemnified Person") from and against any and all claims, losses, liabilities or
damages (including reasonable attorney's fees and other related expenses) to
which any Adviser Indemnified Person may become subject as a result of the
Sub-Adviser's material breach of this Agreement or as a result of the
Sub-Adviser's willful misfeasance, bad faith, gross negligence or reckless
disregard of its obligations and duties hereunder or violation of applicable
law; provided, however, that no Adviser Indemnified Person shall be indemnified
for any claim, loss, liability or damage that may be sustained as a result of
the Adviser's Disqualifying Conduct.
14. Delegation to Third Parties. Except where prohibited by applicable law
or regulation, the Sub-Adviser may delegate or may employ a third party to
perform any accounting, administrative, reporting and ancillary services
required to enable the Sub-Adviser to perform its functions under this
Agreement. Notwithstanding any other provision of the Agreement, the Sub-Adviser
may provide information about the Adviser and any Fund to any such third party
for the purposes of this paragraph, provided that the third party is subject to
a confidentiality agreement that specifically prevents the misuse of any such
information, including portfolio holdings. The Sub-Adviser will act in good
faith and with due diligence in the selection, use and monitoring of third
parties and shall be solely responsible for any loss, mistake, gross negligence
or misconduct caused by such third party.
15. Disclosure. (a) Neither the Adviser, on its own behalf or on behalf of
the Fund, or the Sub-Adviser shall disclose information of a confidential nature
acquired in consequence of this Agreement, except for information that they may
be entitled or bound to disclose by law, regulation or that is disclosed to
their advisors where reasonably necessary for the performance of their
professional services or, in the case of the Sub-Adviser, as permitted in
accordance with Section 14 of this Agreement.
(b) Notwithstanding the provisions of Subsection 15(a), to the extent
that any market counterparty with whom the Sub-Adviser deals requires
information relating to the Fund (including, but not limited to, the identity of
the Adviser or the Fund and market value of the Fund), the Sub-Adviser shall be
permitted to disclose such information to the extent necessary to effect
transactions on behalf of the Fund in accordance with the terms of this
Agreement.
(c) Notwithstanding the provisions of Subsections 15(a) and 15(b), the
Sub-Adviser acknowledges that the Adviser and the Fund intend to rely on Rule
17a-7, Rule 17a-10, Rule 10f-3, Rule 12d3-1 and Rule 17e-1 under the 1940 Act.
16. Instructions to Custodian. The Sub-Adviser shall have authority to
issue to the Fund's custodian such instructions as it may consider appropriate
in connection with the
settlement of any transaction relating to the Fund that it has initiated. The
Adviser shall ensure that the Fund's custodian is obliged to comply with any
instructions of the Sub-Adviser given in accordance with this Agreement. The
Sub-Adviser will not be responsible for supervising the Fund's custodian.
17. Representations and Warranties. (a) The Adviser represents and warrants
to the Sub-Adviser that the Adviser:
(i) has full power and authority to appoint the Sub-Adviser to
manage the Fund in accordance with the terms of this Agreement; and
(ii) this Agreement is valid and has been duly authorized by
appropriate action of the Adviser, the Board of the Fund and its
shareholders, does not violate any obligation by which the Adviser is
bound, and when so executed and delivered, will be binding upon the Adviser
in accordance with its terms subject to applicable bankruptcy, insolvency,
reorganization or similar laws affecting creditors' rights generally and
general principles of equity.
(b) The Sub-Adviser represents and warrants to the Adviser that the
Sub-Adviser:
(i) is registered as an "investment adviser" under the Advisers
Act and will continue to be so registered for so long as this Agreement
remains in effect;
(ii) is not currently the subject of, and has not been the
subject of during the last three (3) years, any enforcement action by a
regulator, except as previously disclosed to the Adviser; and
(iii) maintains insurance coverage in an appropriate amount and
shall upon request provide to the Adviser any information it may reasonably
require concerning the amount of or scope of such insurance.
18. Miscellaneous.
(a) Notices. All notices provided for by this Agreement shall be in
writing and shall be deemed given when received, against appropriate receipt, by
the General Counsel of the Adviser or Sub-Adviser, as the case may be, or such
other person as a party shall designate by notice to the other parties.
(b) Amendment. This Agreement may be amended at any time, but only by
written agreement between the Adviser and the Sub-Adviser, which amendment must
be approved by the Board of the Fund in the manner required by the 1940 Act.
(c) Entire Agreement. This Agreement constitutes the entire agreement
among the parties hereto and supersedes any prior agreement among the parties
relating to the subject matter hereof.
(d) Severability. If any provision of this Agreement will be held or
made invalid by a court decision, statute, rule or otherwise, the remainder of
this Agreement will not be affected thereby.
(e) Headings. The paragraph headings of this Agreement are for
convenience of reference and do not constitute a part hereof.
(f) Governing Law. This Agreement shall be governed in accordance with
the internal laws of the State of Illinois, without giving effect to principles
of conflict of laws.
(g) Use of Sub-Adviser's Name. The Adviser shall furnish to the
Sub-Adviser all prospectuses, proxy statements, reports to shareholders, sales
literature or other material prepared for distribution which refers to the
Sub-Adviser by name prior to the use thereof. The Adviser shall not use or cause
any Fund to use any such materials if the Sub-Adviser reasonably objects to such
use. This paragraph shall survive the termination of this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective duly authorized representatives as of the date
first written above.
Nuveen Fund Advisors, Inc.
By: /s/ Xxxxxxx X. Xxxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxxx
Title: Managing Director
Nuveen Asset Management, LLC
By: /s/ Xxxxx X. XxXxxxxx
------------------------------------
Name: Xxxxx X. XxXxxxxx
Title: Managing Director
