AMENDED INVESTMENT SUB-ADVISORY AGREEMENT
AGREEMENT made as of this 23rd day of January 2012, by and between Nuveen
Fund Advisors, Inc., a Delaware corporation and a registered investment adviser
("Manager"), and Symphony Asset Management LLC, a California limited liability
company and a federally registered investment adviser ("Sub-Adviser").
WHEREAS, Manager serves as the investment manager for the Nuveen
Multi-Strategy Income and Growth Fund 2, formerly known as Nuveen Preferred and
Convertible Income Fund 2 (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 as its agent to furnish
investment advisory services, 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 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 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 in
accordance with the investment policies of the Fund, as such policies may
subsequently be changed by the Fund's Board of Trustees and publicly described.
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
stated investment objectives, policies and restrictions of the Fund. 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 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.
The Sub-Adviser will vote all proxies solicited by or with respect to the
issuers of securities which assets of the Fund's investment portfolio allocated
by Manager to Sub-Adviser are invested, consistent with its proxy voting
guidelines and based upon 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 either 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;
(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
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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 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 Manager promptly of any
issuer-specific or market events or other situations that occur
(particularly those that may occur after the close of a foreign market
in which the securities may primarily trade but before the time at
which the Fund's securities are priced on a given day) that may
materially impact the pricing of one or more securities in
Sub-Adviser's portion of the portfolio. In addition, Sub-Adviser will
assist Manager 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; 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 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.
3. 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 commissions, if any)
purchased for the Fund.
4. 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, a portfolio management fee equal to
the portion specified below of the investment management fee payable by the
Fund to the Manager, pursuant to the Management Agreement, with respect to the
Sub-Adviser's allocation of Fund net assets (including net assets attributable
to FundPreferred Shares and the principal amount of any borrowings), as the net
amount of such fee is reduced by the obligation of Manager to reimburse certain
fees and expenses to the Fund pursuant to an Expense Reimbursement Agreement of
even date herewith by and between the Fund and the Manager, as such agreement
may be modified from time to time:
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Daily Net Assets Percentage of Net Management Fee
Multi-
Strategy Broad-Based Credit
Income Equity Strategy
Up to $125 million 52.5% 55.0% 55.0%
$125 million to $150 million 50.0% 52.5% 52.5%
$150 million to $175 million 47.5% 50.0% 50.0%
$175 million to $200 million 45.0% 47.5% 47.5%
$200 million and over 42.5% 45.0% 45.0%
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 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 4 without the express written consent
of the Sub-Adviser.
5. 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 one or more other investment companies that are not a
series of the Fund, 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.
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6. Limitation of Liability. The Sub-Adviser shall not be liable for, and
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.
7. Term; Termination; Amendment. This Agreement shall become effective with
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 outstanding voting securities of the Fund in
accordance with the requirements of the 1940 Act, and shall remain in full
force until August 1, 2012 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 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 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 4 earned prior to 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.
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8. Notice. Any notice under this Agreement shall be in writing, addressed
and delivered or mailed, postage prepaid, to the other party
If to the Manager: If to the Sub-Adviser:
Nuveen Fund Advisors, Inc. Symphony Asset Management LLC
000 Xxxx Xxxxxx Xxxxx 000 Xxxxxxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000 Xxx Xxxxxxxxx, Xxxxxxxxxx 00000
Attention: Xxxx X. Xxxxxxx Attention: Xxxx Xxxxxx
With a copy to:
Nuveen Investments
000 Xxxx Xxxxxx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
Attention: General Counsel
or such address as such party may designate for the receipt of such notice.
9. Limitations on Liability. All parties hereto are expressly put on notice
of 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.
10. 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.
11. Applicable Law. This Agreement shall be construed in accordance with
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.
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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 FUND ADVISORS, INC., SYMPHONY ASSET MANAGEMENT LLC,
a Delaware corporation a California limited liability company
By: /s/ Xxxxx X. XxXxxxxx By: /s/ Xxxxxxx Xxxxx
---------------------- ---------------------
Title: Managing Director Title: CIO & CEO
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