Exhibit B
INVESTMENT SUB-ADVISORY AGREEMENT
AGREEMENT made as of this 1st day of
June 2007, by and between Nuveen Asset
Management, a Delaware corporation and a
registered investment adviser (Manager),
and
Tradewinds Global Investors, LLC, a
Delaware
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, formerly known
as
Nuveen Preferred and Convertible Income
Fund
(the Fund), a closed-end management
investment
company registered under the Investment
Company Act of 1940, as amended (the
0000 Xxx) 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 for a certain designated
portion of the Funds 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:
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.
Services to be Performed. Subject
always to the supervision of Funds
Board of Trustees and the Manager,
Sub-Adviser will furnish an
investment program in respect of,
place all orders for the purchase and
sale of securities for the portion of
the Funds investment portfolio
allocated by Manager to Sub-
Adviser, all on behalf of the Fund
and as described in the investment
policy section of the Funds initial
registration statement on Form N-2
as declared effective by the
Securities and Exchange
Commission, as such policies
described therein may subsequently
be changed by the Funds 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
Funds investments in securities
selected for the Fund by the Sub-
Adviser hereunder, and will comply
with the provisions of the Funds
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 Funds
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-
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 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 Funds
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
Funds 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
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 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
Advisers 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 Funds
portfolio allocated to the Sub-Adviser, the
performance of the Funds 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 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 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, 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 Funds securities transactions for the
portion of the Funds investment portfolio allocated
to the Sub-Adviser as requested by the Manager
and will furnish Manager and Funds Board of
Trustees such periodic and special reports as the
Board or Manager may reasonably request.
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 ommissions, if any) purchased
for the Fund.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-Advisers
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:
Daily Net Assets
Percentage of Net Management Fee
Up to
$200 million
55.0%
200 million to $300 million
52.5%
$300 million and over
50.0%
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 Funds Board of Trustees, as of the close of
business on the last preceding business day on
which the Funds 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.
Services to Others. Manager understands, and
has advised Funds 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 Funds
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
Funds Board of Trustees, 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 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.
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-
Advisers 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, 2008
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.
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 Asset Management Tradewinds Global
Investors
000 Xxxx Xxxxxx Xxxxx 0000 Xxxxxxx Xxxx Xxxx
Xxxxxxx, Xxxxxxxx 00000 Xxx Xxxxxxx, XX 00000
Attention: Xxxx X. Xxxxxxx Attention: Mr.
Xxxxxxx 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 Funds 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.
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 Delaware corporation
By: _/s/ Xxxxx X. Xxxxxxxxx
Title: Managing Director
TRADEWINDS GLOBAL INVESTORS, LLC, a Delaware limited
liability company
By: _/s/ Xxxx X. Xxxxx
Title: _Senior Vice President
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