INVESTMENT SUB-ADVISORY AGREEMENT
AGREEMENT MADE THIS 1st day of January, 2011, by and
between Nuveen Fund Advisors, Inc., a Delaware corporation and a
registered investment adviser ( Manager ), and Nuveen Asset
Management, LLC, a Delaware limited liability company and a
registered investment adviser ( Sub-Adviser ).
WHEREAS, Manager is the investment manager for the
Funds listed on Schedule A hereto (each a Fund and collectively
the Funds ), each a series of Nuveen Managed Accounts Portfolio
Trust (the Trust ), an open-end management investment company
registered under the Investment Company Act of 1940, as amended
( 1940 Act ); and
WHEREAS, Manager desires to retain Sub-Adviser as its
agent to furnish investment advisory services for each Fund, 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 with respect to
the portion of each Funds portfolio allocated by Manager to Sub-
Adviser for the period and on the terms set forth in this Agreement.
Sub-Adviser accepts such appointments 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 Manager and the Trusts Board of Trustees (the
Board ), 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 each Funds
investment portfolio allocated by Manager to Sub-Adviser. In the
performance of its duties, Sub-Adviser will satisfy its fiduciary duties
to the Trust, will monitor each Funds investments, and will comply
with the provisions of the Trusts Declaration of Trust and By-laws,
each as amended from time to time (the Trust Documents ), and the
stated investment objectives, policies and restrictions of each Fund.
Manager will provide Sub-Adviser with current copies of the Trust
Documents, each Funds prospectus and Statement of Additional
Information and any amendments thereto, and any objectives, policies
or restrictions not appearing therein as they may be relevant to Sub-
Advisers 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 each Fund and to consult with each other regarding the
investment affairs of each Fund. Sub-Adviser will report to Manager
and the Board with respect to the implementation of its investment
program for each Fund.
Sub-Adviser is authorized to select the brokers or dealers that
will execute the purchases and sales of portfolio securities for each
Fund, and is directed to use its best efforts to obtain best execution,
which includes most favorable net results and execution of each
Funds 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 Sub-Adviser will not be deemed to have acted unlawfully, or to
have breached a fiduciary duty to the Trust or the Funds, or be in
breach of any obligation owing to the Trust or the Funds under this
Agreement, or otherwise, solely by reason of its having caused a
Fund to pay a member of a securities exchange, a broker or a dealer a
commission for effecting a securities transaction for a Fund in excess
of the amount of commission another member of an exchange, broker
or dealer would have charged if 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 Sub-Advisers overall
responsibilities with respect to its accounts, including the Funds, as to
which it exercises investment discretion. In addition, if in the
judgment of Sub-Adviser, a Fund would be benefited by
supplemental services, Sub-Adviser is authorized to pay spreads or
commissions to brokers or dealers furnishing such services in excess
of spreads or commissions which another broker or dealer may charge
for the same transaction, provided that Sub-Adviser determines in
good faith that the commission or spread paid is reasonable in relation
to the services provided. Sub-Adviser will properly communicate to
the officers and trustees of the Trust such information relating to
transactions for each Fund as they may reasonably request. In no
instance will portfolio securities be purchased from or sold to
Manager, Sub-Adviser or any affiliated person of the Trust, Manager
or Sub-Adviser, except as may be permitted under the 1940 Act, and
under no circumstances will Sub-Adviser select brokers or dealers for
Fund transactions on the basis of Fund share sales by such brokers or
dealers.
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 the Board and
will make appropriate persons available for the
purpose of reviewing with representatives of Manager
and the Board on a regular basis at reasonable times
the management of the Funds, including, without
limitation, review of the general investment strategies
of the Funds, the performance of the Funds 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 prepare such books and records with respect to
each Funds securities transactions as requested by
Manager and will furnish Manager and the Board such
periodic and special reports as Manager or the Board
may reasonably request; and
(e) 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
Funds, 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 Funds
securities are priced on a given day) that may
materially impact the pricing of one or more securities
in Sub-Advisers portion of the portfolio. In addition,
upon the request of Manager, Sub-Adviser will assist
Manager in evaluating the impact that such an event
may have on the net asset value of the Funds 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 Funds,
the Funds custodian and/or portfolio accounting
agent, as contemplated in this Agreement, unless such
determination is made based upon information
provided by Sub-Adviser that is materially incorrect or
incomplete as a result of Sub-Advisers gross
negligence.
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 commission, if any) purchased for each Fund.
4. Compensation. For the services provided and the
expenses assumed pursuant to this Agreement, the Sub-Adviser shall
not receive any investment advisory or other fee from a Fund for the
services provided.. Manager will not pay Sub-Adviser a fee, and Sub-
Adviser agrees to accept no fee.
5. Services to Others. Manager understands, and has
advised the Board, 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
other investment companies that are not series of the Trust, provided
that whenever each 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 the Board, that in some cases this
procedure may adversely affect the size of the position that each Fund
may obtain in a particular security. It is further agreed that, on
occasions when Sub-Adviser deems the purchase or sale of a security
to be in the best interests of each 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
each 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 the
Board, that the persons employed by Sub-Adviser to assist in Sub-
Advisers duties under this Agreement will not devote their full such
efforts and service to the Funds. It is also agreed that Sub-Adviser
may use any supplemental research obtained for the benefit of the
Funds in providing investment advice to its other investment advisory
accounts or for managing its own accounts.
6. Limitation of Liability. Manager will not take any
action against Sub-Adviser to hold Sub-Adviser liable for any error of
judgment or mistake of law or for any loss suffered by a Fund in
connection with the performance of Sub-Advisers duties under this
Agreement, except for a loss resulting from Sub-Advisers willful
misfeasance, bad faith, or gross negligence in the performance of its
duties or by reason of its reckless disregard of its obligations and
duties under this Agreement.
7. Term; Termination; Amendment. As to each Fund,
this Agreement shall become effective and shall run for an initial
period as specified for each Fund in Schedule A hereto. This
Agreement shall continue in force from year to year thereafter with
respect to each Fund, but only as long as such continuance is
specifically approved for each 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 each Fund, Sub-Adviser may continue to serve in such
capacity for each 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 either party on sixty (60) days written
notice to Sub-Adviser. This Agreement may also be terminated by the
Trust with respect to a Fund by action of the Board or by a vote of a
majority of the outstanding voting securities of such Fund on sixty
(60) days written notice to Sub-Adviser by the Trust.
This Agreement may be terminated with respect to each Fund
at any time without the payment of any penalty by Manager or the
Board or by vote of a majority of the outstanding voting securities of
each Fund in the event that it shall have been established by a court of
competent jurisdiction that Sub-Adviser or any officer or director of
Sub-Adviser has taken any action which results in a breach of the
covenants of 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
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 Manager and the Trust is
terminated, assigned or not renewed.
8. Notice. Any notice under this Agreement shall be in
writing, addressed and delivered or mailed, postage prepaid, to the
other party as set forth below:
If to Manager: If to Sub-Adviser:
Nuveen Fund Advisors, Inc. Nuveen Asset
Management, LLC
000 Xxxx Xxxxxx Xxxxx 000 Xxxx Xxxxxx Xxxxx
Xxxxxxx, Xxxxxxxx 00000 Xxxxxxx, Xxxxxxxx 00000
Attention: Attention:
Xx. Xxxxxxx X. Xxxxxxxxx Xx. Xxxxxxx X. Xxxxxxx
With a copy to:
Nuveen Investments, Inc.
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. 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.
10. Applicable Law. This Agreement shall be construed in
accordance with applicable federal law and the laws of the State of
Illinois.
IN WITNESS WHEREOF, Manager and Sub-Adviser have
caused this Agreement to be executed as of the day and year first
above written.
NUVEEN FUND ADVISORS, INC.,
a Delaware corporation
By: ___/s/ Gifford R. Zimmerman_
Title: Managing Director
NUVEEN ASSET MANAGEMENT, LLC,
a Delaware limited liability company
By: ___/s/ Xxxxx X. McCarthy___
Title: Managing Director
INVESTMENT SUB-ADVISORY AGREEMENT
Schedule A
Fund Name
Effective Date
Period End
Compensation
Percentage
Municipal Total Return Managed
Accounts Portfolio
January 1, 2011
August 1, 2012
0.0000%
Enhanced Multi-Strategy Managed
Accounts Portfolio
January 1, 2011
August 1, 2012
0.0000%
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