INVESTMENT SUB-ADVISORY AGREEMENT
(Nuveen Build America Bond Opportunity Fund (NBD))
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 Build America Bond Opportunity
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
Funds 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 Funds 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 Funds
portfolio. Subject to the supervision of the Funds Board of
Directors (the Board ) and the Adviser, the Sub-Adviser
will manage the assets in the Fund in accordance with (a) the
Funds 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
Funds 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 Funds
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 Funds 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-Advisers 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 Funds 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-Advisers 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-
Advisers chief compliance officer (the Sub-Adviser CCO )
shall provide to the Funds 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
CCOs 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-
Advisers 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 Funds 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-Advisers 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-Advisers 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-Advisers 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 53.8462%
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 Funds organizational and
offering expenses; (e) fees and expenses of registering
the Funds shares under the appropriate Federal
securities laws and qualifying the Funds shares under
applicable state securities laws; (f) fees and expenses
of listing and maintaining the listing of the Funds
shares on the principal securities exchanges where
listed, or, if the Funds shares are not so listed, fees
and expenses of listing and maintaining the quotation
of the Funds 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 Funds administrator,
custodian and registrar, transfer agent and dividend
disbursing agent; (j) compensation of the Funds
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-
Advisers 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
Funds or the Advisers 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 Funds Board, by
vote of a majority of the Funds 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 Funds 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. 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 Advisers material
breach of this Agreement or as a result of the
Advisers 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-Advisers 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 attorneys fees and
other related expenses) to which any Adviser
Indemnified Person may become subject as a result of
the Sub-Advisers material breach of this Agreement
or as a result of the Sub-Advisers 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 Advisers 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. 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 Funds 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 Funds 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
Funds custodian.
17. Representations and Warranties. 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-Advisers 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 Nuveen Fund
Advisors, Inc.
By: /s/ Xxxxxxx X. Xxxxxxxxx
Name: Xxxxxxx X. Xxxxxxxxx
Title: Managing Director
Nuveen Asset Management, LLC
By: /s/ Xxxxx X. XxXxxxxx
Name: Xxxxx X. XxXxxxxx
Title: Managing Director
