INVESTMENT SUB-ADVISORY AGREEMENT
(Nuveen Build America Bond Fund (NBB))
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 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
dviser, 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 representatives as of the
date first written above.
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
