INVESTMENT SUB-ADVISORY AGREEMENT
AGREEMENT made as of this 16th day of November 2005 by and between Nuveen
Asset Management, a Delaware corporation and a federally registered investment
adviser ("Manager"), and Gateway Investment Advisers, L.P., a Delaware limited
partnership and a federally registered investment adviser ("Sub-Adviser").
WHEREAS, Manager serves as the investment manager for the Nuveen Equity
Premium and Growth Fund (the "Fund"), a closed-end management investment company
registered under the Investment Company Act of 1940, as amended (the "1940 Act")
pursuant to an Investment Management Agreement between Manager and the Fund (as
such agreement may be modified from time to time, the "Management Agreement");
and
WHEREAS, Manager desires to retain Sub-Adviser to furnish investment
advisory services for a certain designated portion of the Fund's investment
portfolio, 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
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sub-investment advisory services to the Fund for the period and on the
terms set forth in this Agreement. Sub-Adviser accepts such appointment and
agrees to furnish the services herein set forth for the compensation herein
provided.
2. Services to be Performed. Subject always to the supervision of Fund's Board
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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 portion of the Fund's investment
portfolio allocated by Manager to Sub-Adviser, all on behalf of the Fund
and as described in the Fund's initial registration statement on Form N-2
as declared effective by the Securities and Exchange Commission, consistent
with the investment objectives and restrictions of the Fund described
therein and as they may subsequently be changed by the Fund's Board of
Trustees and publicly described and as the Sub-Adviser is notified of such
changes. In the performance of its duties, Sub-Adviser will satisfy its
fiduciary duties to the Fund, will monitor the Fund's investments in
securities selected for the Fund by the Sub-Adviser hereunder, and will
comply with the provisions of the Fund's Declaration of Trust and By-laws,
as amended from time to time, and the investment objectives, policies and
restrictions of the Fund, to the extent the Sub-Adviser has been notified
of such objectives, policies and restrictions. Manager will provide
Sub-Adviser with current copies of the Fund's Declaration of Trust,
By-laws, prospectus and any amendments thereto, and any written objectives,
policies, procedures 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
Fund and to consult with each other regarding the investment affairs of the
Fund. Sub-Adviser will report to the Board of Trustees and to Manager with
respect to the implementation of such program.
Manager shall arrange for the Fund's custodian to forward to Sub-Adviser or
Sub-Adviser's designated proxy agent on a timely basis copies of all
proxies and shareholder communications relating to securities in which
assets of the Fund's investment portfolio allocated by Manager to
Sub-Adviser are invested. The Sub-Adviser will vote all such proxies
delivered to Sub-Adviser or Sub-Adviser's designated proxy agent consistent
with the Sub-Adviser's proxy voting guidelines and the best interests of
the Fund. The Sub-Adviser will maintain appropriate records detailing its
voting of proxies on behalf of the Fund and upon reasonable request will
provide a report setting forth the proposals voted on and how the Fund's
shares were voted, including the name of the corresponding issuers.
Sub-Adviser is authorized to select the brokers or dealers that will
execute the purchases and sales of portfolio securities for the Fund, and
is directed to use its commercially reasonable 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 be in breach of any obligation
owing to the Fund 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 that
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 the Fund 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 the Fund, Manager,
or Sub-Adviser, except as may be permitted under the 1940 Act.
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) will report regularly to Manager and to the Board of Trustees of the
Fund 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 Fund,
including, without limitation, review of the general investment
strategies of the Fund with respect to the portion of the Fund's
portfolio allocated to the Sub-Adviser, the performance of the Fund's
investment portfolio allocated to the Sub-Adviser in relation to
standard industry indices and general conditions affecting the
marketplace and will provide various other reports from time to time
as reasonably requested by Manager;
d) will monitor the pricing of option contracts each day on which the
Fund calculates a net asset value, to determine whether market
movements between 4:00 p.m. and 4:15 p.m. indicate that it is
necessary for the Fund to determine a fair value of such option
contracts and will promptly notify the Manager of such evaluation
provided that, this provision is not intended to limit the
Sub-Adviser's responsibility to promptly notify the Manager of market
or security-specific events that have come to the attention of the
Sub-Adviser, that could call into question the validity of the pricing
of one or more securities in the Fund's portfolio; and
e) will prepare such books and records with respect to the Fund's
securities transactions for the portion of the Fund's investment
portfolio allocated to the Sub-Adviser as reasonably 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.
f) The Sub-Adviser is prohibited from consulting with any other
sub-adviser of the Fund or any other sub-adviser to a fund under
common control with the Fund concerning transactions of the Fund in
securities or other assets.
3. Representations of Manager. Manager hereby represents that it:
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a) 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;
b) is not prohibited by the 1940 Act or the Advisers Act from performing
investment advisory services to the Fund;
c) has met, and will continue to meet for so long as this Agreement
remains in effect, any applicable federal or state requirements, or
the applicable requirements of any regulatory or industry
self-regulatory agency, or the applicable licensing requirements for
the use of any trademarks necessary to be met in order to perform
investment advisory services for the Fund; and
d) will immediately notify the Sub-Adviser of the occurrence of any event
that would disqualify the Manager from serving as an investment
adviser of an investment company pursuant to Section 9(a) of the 1940
Act or otherwise.
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4. Representations of Sub-Adviser. Sub-Adviser hereby represents that it:
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a) 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;
b) is not prohibited by the 1940 Act or the Advisers Act from performing
investment advisory services to the Fund;
c) has met, and will continue to meet for so long as this Agreement
remains in effect, any applicable federal or state requirements, or
the applicable requirements of any regulatory or industry
self-regulatory agency necessary to be met in order to perform
investment advisory services for the Fund; and
d) will immediately notify the Manager of the occurrence of any event
that would disqualify the Sub-Adviser from serving as an investment
adviser of an investment company pursuant to Section 9 (a) of the 1940
Act or otherwise.
5. Expenses. During the term of this Agreement, Sub-Adviser will pay all
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expenses incurred by it in connection with its activities under this
Agreement other than the cost of securities (including brokerage
commissions and other related expenses) purchased for the Fund.
6. Compensation. For the services provided and the expenses assumed pursuant
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to this Agreement, Manager will pay the Sub-Adviser, and the Sub-Adviser
agrees to accept as full compensation therefor, a portfolio management fee
calculated based on the Sub-Adviser's allocation of Fund net assets
(including net assets attributable to Fund Preferred Shares and the
principal amount of any borrowings) in accordance with the following
schedule from the date hereof through May 31, 2007:
Daily Net Assets Sub-Adviser's Annual Fee Rate
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Up to $500 million 0.31500%
$500 million to $1 billion 0.30250%
$1 billion to $1.5 billion 0.29000%
$1.5 billion to $2 billion 0.27750%
In excess of $2 billion 0.26500%
and, beginning on June 1, 2007, in accordance with the following schedule:
Daily Net Assets Sub-Adviser's Annual Fee Rate
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Up to $500 million 0.30000%
$500 million to $1 billion 0.28750%
$1 billion to $1.5 billion 0.27500%
$1.5 billion to $2 billion 0.26250%
In excess of $2 billion 0.25000%
The portfolio management fee shall accrue on each calendar day, and shall
be payable monthly on the first business day of the next succeeding
calendar month. The daily fee
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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 allocated to the
Sub-Advisor, determined in the manner established by the Fund's 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.
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.
Manager shall not agree to amend the financial terms of the Expense
Reimbursement Agreement or the Management Agreement to the detriment of the
Sub-Adviser by operation of this Section 6 without the express written
consent of the Sub-Adviser.
7. Services to Others. Manager understands, and has advised Fund's Board of
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Trustees, that Sub-Adviser now acts, or may in the future act, as an
investment adviser to other investment portfolios including investment
companies, 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 the Fund 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 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 such efforts and service to the Fund. 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.
8. Limitation of Liability. The Sub-Adviser shall not be liable for, and
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Manager will not take any action against the Sub-Adviser to hold
Sub-Adviser liable for, any error of judgment or mistake of law or for any
loss suffered by the Fund (including, without limitation, by reason of the
purchase, sale or retention of any security) in connection with the
performance of the Sub-Adviser's duties under this Agreement, except for a
loss resulting from willful misfeasance, bad faith or gross negligence on
the part of the Sub-Adviser in the performance of its duties under this
Agreement, or by reason of its reckless disregard of its obligations and
duties under this Agreement.
9. Term; Termination; Amendment. This Agreement shall become effective with
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respect to the Fund 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
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outstanding voting securities of the Fund in accordance with the
requirements of the 1940 Act, and shall remain in full force until August
1, 2007 unless sooner terminated as hereinafter provided. This Agreement
shall continue in force from year to year thereafter with respect to the
Fund, but only as long as such continuance is specifically approved for the
Fund at least annually in the manner required by the 1940 Act and the rules
and regulations thereunder; provided, however, that if the continuation of
this Agreement is not approved for the Fund, the Sub-Adviser may continue
to serve in such capacity for the Fund 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 no less than sixty (60) days' written notice to the Sub-Adviser.
This Agreement may be terminated at any time without the payment of any
penalty by the Sub-Adviser on no less than sixty (60) days' written notice
to the Manager. This Agreement may also be terminated by the Fund with
respect to the Fund by action of the Board of Trustees or by a vote of a
majority of the outstanding voting securities of such Fund on no less than
sixty (60) days' written notice to the Sub-Adviser by the Fund.
This Agreement may be terminated with respect to the Fund 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 the Fund 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 that results in a breach of the
representations 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 6 earned prior to the effective date of such termination. This
Agreement shall automatically terminate in the event the Management
Agreement between the Manager and the Fund is terminated, assigned or not
renewed.
10. Gateway Name. Manager shall furnish to Sub-Adviser all prospectuses, proxy
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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. Manager shall not use any such materials if the
Sub-Adviser reasonably objects to such use. This paragraph shall survive
the termination of this Agreement.
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11. Notice. Any notice under this Agreement shall be in writing, addressed and
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delivered or mailed, postage prepaid, to the other party
If to the Manager: If to the Sub-Adviser:
Nuveen Asset Management Gateway Investment Advisers, L.P.
000 Xxxx Xxxxxx Xxxxx Xxxxxxxx Xxxxx
Xxxxxxx, Xxxxxxxx 00000 0000 Xxxxxxx Xxxx, Xxxxx 000
Xxxxxxxxxx, Xxxx 00000
Attention: Xxxx X. Xxxxxxx Attention: Xxxxxxxx Xxxxxx
With a copy to:
Nuveen Investments, Inc.
000 Xxxx Xxxxxx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
Attention: General Counsel
or such address as each such party may designate for the receipt of such
notice.
12. Limitations on Liability. All parties hereto are expressly put on notice of
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the Fund's Agreement and Declaration of Trust and all amendments thereto, a
copy of which is on file with the Secretary of the Commonwealth 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 Fund, for the enforcement of any claims.
13. Miscellaneous. The captions in this Agreement are included for convenience
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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.
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14. Applicable Law. This Agreement shall be construed in accordance with
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applicable federal law and (except as to Section 9 hereof which shall be
construed in accordance with the laws of Massachusetts) the laws of the
State of Illinois.
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 ASSET MANAGEMENT, a GATEWAY INVESTMENT ADVISERS,
Delaware corporation L.P., a Delaware limited partnership
By: /s/ Xxxxx Lautoratz By: /s/ Xxxxxx X. Xxxx
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Title: Managing Director Title: Chairman,
Gateway Investment Advisers, Inc.,
General Partner
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