0001193125-10-201961 Sample Contracts

COLLATERAL SUB-ADVISORY AGREEMENT
Collateral Sub-Advisory Agreement • August 31st, 2010 • Nuveen Diversified Commodity Fund • Commodity contracts brokers & dealers • Illinois

AGREEMENT made as of this day of , 2010 (this “Agreement”), by and between Nuveen Diversified Commodity Fund, a Delaware statutory trust (the “Fund”), Nuveen Commodities Asset Management, LLC, a Delaware limited liability company (“Manager”), and Nuveen Asset Management, a Delaware corporation (“Collateral Subadvisor”).

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COMMODITY SUB-ADVISORY AGREEMENT
Commodity Sub-Advisory Agreement • August 31st, 2010 • Nuveen Diversified Commodity Fund • Commodity contracts brokers & dealers • Illinois

AGREEMENT made as of this day of , 2010 (this “Agreement”), by and between Nuveen Diversified Commodity Fund, a Delaware statutory trust (the “Fund”), Nuveen Commodities Asset Management, LLC, a Delaware limited liability company (“Manager”), and Gresham Investment Management LLC, a Delaware limited liability company (“Commodity Subadvisor”).

Nuveen Diversified Commodity Fund (a Delaware statutory trust) [—] Shares (Par Value $0.01 per Share) UNDERWRITING AGREEMENT
Underwriting Agreement • August 31st, 2010 • Nuveen Diversified Commodity Fund • Commodity contracts brokers & dealers • New York

Nuveen Diversified Commodity Fund, a Delaware statutory trust (the “Fund”), its manager, Nuveen Commodities Asset Management, LLC, a California limited liability company (the “Manager”), its commodity subadvisor, Gresham Investment Management, LLC, a Delaware limited liability company (the “Commodity Subadvisor”) and its collateral subadvisor, Nuveen Asset Management, LLC, a Delaware limited liability company (the “Collateral Subadvisor”) confirm their agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”), Nuveen Investments, LLC (“Nuveen”), [Additional Co-Leads] and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Merrill Lynch, Nuveen and [Additional Co-Leads] are acting as representatives (in such capacity, the “Representatives”), with respect to the issue and sale by the Fund and the purchase by t

NUVEEN DIVERSIFIED COMMODITY FUND Subscription Agreement
Subscription Agreement • August 31st, 2010 • Nuveen Diversified Commodity Fund • Commodity contracts brokers & dealers

This Agreement made this May 11, 2010, by and between Nuveen Diversified Commodity Fund, a Delaware statutory trust (the “Fund”), and Nuveen Commoditites Asset Management, LLC (the “Subscriber”), a Delaware limited liability company;

INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • August 31st, 2010 • Nuveen Diversified Commodity Fund • Commodity contracts brokers & dealers • Delaware

AGREEMENT made as of this day of , 2010 (this “Agreement”), by and between Nuveen Diversified Commodity Fund, a Delaware statutory trust (the “Fund”), and Nuveen Commodities Asset Management, LLC, a Delaware limited liability company (the “Manager”).

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