Exhibit 10.7


 


Booklet 1 of 2*


 


BARCLAYS CAPITAL INC.


 


FUTURES


AND


OPTIONS


ACCOUNT APPLICATION


 


(FOR INSTITUTIONS THAT ARE ELIGIBLE


CONTRACT PARTICIPANTS ONLY)


 


 


*Please see Booklet 2, Risk Disclosure Statements,


delivered herewith


 


August 2010


 

















 


INSTRUCTIONS FOR OPENING AN ACCOUNT


WITH BARCLAYS CAPITAL INC.


 


I.          Reviewing Booklet 2
(Risk Disclosure Statements)


 


Please
review carefully the information contained in Booklet 2 and retain the entire booklet for your records.  There are no signatures required in Booklet
2.


 


II.         Completing Booklet 1
(Account Application and Agreements)


 


After
you have read Booklet 1, please read and complete all applicable sections of
Booklet 1 as indicated below.  Send the
completed Booklet 1 back to Barclays Capital Inc. in its entirety —please do
not detach or remove any pages.  In
addition, please enclose a copy of your most recent audited/unaudited financial
statements.


 


Booklet
1 contains the following agreements and forms:


 


·                                          Futures and
Options Account Application (Pages 1 through 3) —
This Application must be completed and signed by all Customers.


 


·                                          Futures and
Options Customer Account Agreement (Pages A-1 through
A-11) — This Agreement must be read, acknowledged, initialed where appropriate
and signed by all Customers.


 


·                                          Appendix Of
Additional Terms For Registered Investment Companies (Pages B-1
and B-2) — one of the two options must be selected and the Form must be
executed in all cases.


 


·                                          Hedge Account
Election (Page B-3) — This Form must be signed and
completed if orders placed by Customer for the account will represent bona fide
hedging transactions.


 


·                                          Plan Asset
Representation (Page B-4) — One of the three options must be
selected and the Form must be executed in all cases.


 


·                                          Discretionary
Trading Authorization (Page B-5) — This Authorization must be
completed if there will be a third-party advisor trading the account.


 


·                                          Representations
of Advisor (Page B-6) — If there will be a third-party
advisor trading the account, this Form must be completed by the
third-party advisor. In addition, if the
third-party advisor is registered as an investment adviser, please enclose a
copy of the advisor’s most recent Form ADV.


 


·                                          Corporate
Certification and Authorization (Pages B-7 and B-8) —
If Customer is a corporation, this Form must be completed.


 


·                                          Partnership
Certification and Authorization (Pages B-9 and B-10) —
If Customer is a partnership, this Form must be completed.


 


·                                          Trust
Certification and Authorization (Pages B-11 and B-12) —
If Customer is a trust, this Form must be completed.


 


i

















 


·                                          Limited
Liability Company Certification and Authorization (Pages B-13
and B-14) — If Customer is a limited liability company, this Form must be
completed.


 


·                                          Certificate of
Incumbency (Page B-15) — This certificate must be
completed by an authorized person of Customer (e.g.,
a corporate secretary) and must include the signatures of all persons signing
the Futures and Options Account Application, the Futures and Options Customer
Account Agreement and the foregoing Certification and Authorization forms.


 


·                                          Employee
Benefit Plan Authorization (Pages B-16 through
B-18) — If Customer is an employee benefit plan, this Form must be
completed.


 


·                                          Plan Asset Fund
Authorization (Pages B-19 through B-21) — If Benefit Plan
Investors hold at least 25% of a class of equity interests of Customer, this Form must
be completed.


 


·                                          Tax Forms and
Instructions (Tax Certification Packet) — Form W-9 (for
U.S. Customers) or Forms W-8 (for non-U.S. Customers), as applicable, must be
completed by all Customers.  Should you
have any questions regarding these Forms, please contact your Barclays account
representative or consult your tax advisor.


 


This Booklet contains documents which you are required to complete,
sign and return to Barclays Capital Inc. before an account can be opened in
your name.


 


ii

















 


FUTURES AND OPTIONS


ACCOUNT APPLICATION


 


(For Institutions That Are Eligible Contract Participants Only)


 


Please complete all of the following information


(attach additional pages if necessary)


 


Capitalized terms used but not defined in this Futures and Options


Account Application shall have the meanings ascribed to them in


the Futures and Options Customer Account Agreement


 


I.          Mailing Address for
All Notices and Statements


 


	
  Name
  of Account:

  	
   

  	
  Nuveen
  Diversified Commodity Fund 

  Care
  of: Nuveen Commodities Asset Management, LLC, 

  Manager
  and Commodity Pool Operator

  
	
  Mailing
  Address:

  	
   

  	
  333
  West Wacker Drive 

  Chicago, IL
  60606 

  Attention:
  Kevin McCarthy

  
	
   

  	
   

  	
   

  
	
  Telephone:

  	
   

  	
  (877)
  827-5920

  	
  Facsimile:    N/A

  
	
   

  	
   

  	
   

  
	
  E-mail
  Address:

  	
   

  	
   

  
	
   

  	
   

  	
  Commodity
  pool

  
	
   

  	
   

  	
   

  
	
  Principal
  Business or Occupation of Customer:

  	
   

  	
   

  
	
   

  	
   

  	
  Delaware
  statutory trust organized on December 7, 2005

  
	
   

  	
   

  	
   

  
	
  Jurisdiction
  and Date of Organization/Incorporation:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Tax
  I.D. No.:

  	
   

  	
  27-2048014

  
	
   

  	
   

  	
   

  
	
  Mailing
  Address for Duplicate Statements:

  	
   

  	
  Gresham
  Investment Management LLC

  67
  Irving Place — 12th Floor

  New
  York, NY 10003

  
	
   

  	
   

  	
   

  
	
  State
  Street Operational Contact Name (on behalf of Nuveen):

  	
   

  	
  Jenn
  Vaudo

  
	
   

  	
   

  	
   

  
	
  Telephone:

  	
   

  	
  (617)
  662-0197

  	
  Facsimile:    (617) 662-0266

  
	
   

  	
   

  	
   

  
	
  E-mail
  Address:

  	
   

  	
  javaudo@statestreet.com

  
	
   

  	
   

  	
   

  
	
  Gresham
  Operational Contact Name:

  	
   

  	
  Alessandro
  Motto

  
	
   

  	
   

  	
   

  
	
  Telephone:

  	
   

  	
  (212)
  984-1138

  	
  Facsimile:    (212) 984-1439

  
	
   

  	
   

  	
   

  
	
  E-Mail
  Address:

  	
   

  	
  mam@greshamllc.com

  
	
   

  	
   

  	
   

  
	
  Legal/Compliance
  Contact Name:

  	
   

  	
  Kevin
  J. McCarthy

  
	
   

  	
   

  	
   

  
	
  Telephone:

  	
   

  	
  (312)
  917-6899

  	
  Facsimile:    (312) 917-7952

  
	
   

  	
   

  	
   

  
	
  E-mail
  Address:

  	
   

  	
  Kevin.McCarthy@nuveen.com

  



 


1

















 


II.         Bank Reference


 


	
  Bank
  Name:

  	
   

  	
  State
  Street

  
	
   

  	
   

  	
   

  
	
  Bank
  Address:

  	
   

  	
  State Street Global Services  | US
  Investment Services | 2 Avenue de Lafayette- 5th floor,  Boston, MA
  02111

  
	
   

  	
   

  	
   

  
	
  Account
  Number:

  	
   

  	
  Account
  title:  Nuveen Diversified Commodity Fund 

  ABA #:          011-000-028      DDA #: 
          0059-611-4

  Reference:     
          NBMD

  



 


III.        Financial Statements.


 


Please
enclose a copy of Customer’s most recent audited/unaudited financial
statements.


 


IV.       Customer Designation
(check all that apply)


 


	
  o

  	
  Mutual
  Fund

  	
  o

  	
  Corporation

  	
  o

  	
  Partnership

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  x

  	
  Commodity
  Pool

  	
  o

  	
  Bank

  	
  o

  	
  Trust

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  o

  	
  Insurance

  	
  o

  	
  Limited
  Liability

  	
  o

  	
  Limited
  Liability

  
	
   

  	
  Company

  	
   

  	
  Company
  (LLC)

  	
   

  	
  Partnership
  (LLP)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  o

  	
  Omnibus

  	
  o

  	
  ERISA
  Account

  	
  o

  	
  Other

  



 


V.         Information Regarding
Third Party Advisors


 


Are
you giving discretionary authority over your account to a third party advisor?


 


Yes  x         No  o


 


If
yes, you must complete the Discretionary Trading Authorization on page B-2
of this booklet, and the Advisor must sign the Representations of Advisor,
found on page B-3 of this booklet.


 


VI.       Other Reporting
Information


 


List
any other persons or entities having a financial interest of 10% or more in
this Account:


 


	
  Name:

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  
	
  Legal
  Address:

  	
   

  	
  Legal
  Address:

  
	
   

  	
   

  	
   

  
	
  Telephone
  Number:

  	
   

  	
  Telephone
  Number:

  
	
   

  	
   

  	
   

  
	
  Taxpayer
  ID#:

  	
   

  	
  Taxpayer
  ID#:

  
	
   

  	
   

  	
   

  
	
  Percentage
  Interest:

  	
   

  	
  Percentage
  Interest:

  



 


2

















 


	
  Name:

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  
	
  Legal
  Address:

  	
   

  	
  Legal
  Address:

  
	
   

  	
   

  	
   

  
	
  Telephone
  Number:

  	
   

  	
  Telephone
  Number:

  
	
   

  	
   

  	
   

  
	
  Taxpayer
  ID#:

  	
   

  	
  Taxpayer
  ID#:

  
	
   

  	
   

  	
   

  
	
  Percentage
  Interest:

  	
   

  	
  Percentage
  Interest:

  



 


List
any other futures accounts (including name and account number) at Barclays in
which Customer or its controlling persons or beneficial owners holds a financial
interest of 10% or more:


 


 


 


List
any other account at Barclays or its affiliates (including name and account
number) in which Customer or its controlling persons or beneficial owners holds
a financial interest of 10% or more:


 


 


 






 


Customer
represents that the foregoing information (including the attached financial
statements) is true and correct. 
Customer agrees to promptly notify Barclays Capital Inc. of any material
adverse change to the foregoing.


 


 


	
  Nuveen
  Diversified Commodity Fund

  	
   

  
	
  (Name
  of Customer - Please Print)

  	
   

  
	
   

  	
   

  
	
  By: Nuveen Commodities Asset Management, LLC, the
  Fund’s manager and commodity pool operator

  
	
   

  	
   

  
	
  /s/ Kevin J. McCarthy

  	
  9/23/10

  
	
  (Signature)

  	
  (Date)

  
	
   

  	
   

  
	
  Kevin
  J. McCarthy

  	
   

  
	
  Vice
  President and Secretary

  	
   

  
	
  (Name &
  Title — Please Print)

  	
   

  



 


3
















 


BARCLAYS CAPITAL INC.


 


FUTURES AND OPTIONS
CUSTOMER ACCOUNT AGREEMENT


 


This
Futures and Options Customer Account Agreement (“Agreement”)
between Barclays Capital Inc., a registered futures commission merchant (“FCM”) and broker/dealer, and Nuveen Diversified Commodity
Fund (“Customer”) shall govern all
transactions that Barclays Capital Inc. or any of its affiliates (collectively,
“Barclays”) or agents may execute,
clear and/or carry on Customer’s behalf for the purchase or sale of
commodities, commodity futures, security futures, option and forward contracts
thereon and interests therein (including exchange-for-physical (“EFPs”), exchange-for-swap (“EFSs”),
and exchange-for-risk (“EFRs”)  transactions) (collectively, “Contracts”) and any accounts, including reactivated
accounts, carried by Barclays on behalf and in the name of Customer (each, an “Account”).  It is
understood that Customer acts through its manager and commodity pool operator,
Nuveen Commodities Asset Management, LLC (“NCAM”) and that
NCAM is acting as an agent of the Customer and not as a principal.


 


1.             APPLICABLE LAW.


 


Each
Account and all Contracts, transactions and agreements in respect of each
Account shall be subject to (i) the Commodity Exchange Act (“CEA”) and all rules and interpretations of the
Commodity Futures Trading Commission (“CFTC”) and the
National Futures Association (“NFA”); (ii) the
constitution, by-laws, rules, regulations, policies, procedures,
interpretations and customs of any applicable U.S. or non-U.S. board of trade, exchange,
contract market, trading facility or execution facility, including, without
limitation, an electronic trading system, facility or service, or clearing
organization (each, a “Transaction Facility”)
or of any clearing firm or self-regulatory agency or organization; and (iii) any
other laws, rules, interpretations, customs or usage of the trade applicable to
Customer’s trading of Contracts.  All
such laws, rules, regulations, policies, procedures, interpretations, customs
and usage, as in force from time to time, are hereinafter collectively referred
to as “Applicable Law”.


 


2.             GENERAL
AGREEMENTS.  Customer
acknowledges and agrees that:


 


(a)           Barclays’
Responsibility.  Barclays is
responsible solely for the execution, carrying and/or clearing of Contracts in
each Account in accordance with the terms of this Agreement.  Neither Barclays nor any managing director,
officer or employee of Barclays is acting as a fiduciary or advisor in respect
of Customer or any Contract or Account. 
Barclays shall have no responsibility for compliance with any law or
regulation governing the conduct of any fiduciary or advisor.  Barclays shall have no responsibility for
Customer’s compliance with any law or regulation governing or affecting
Customer’s trading hereunder.


 


(b)           Information and
Positions.  Any
information on the market or on matters incidental to the operation of any of
the Accounts or the nature of any of the Contracts provided by Barclays is
solely incidental to the conduct of Barclays’ business as an FCM.  Barclays makes no representation as to the
accuracy, completeness or reliability of any such information.  Barclays and its managing directors, officers
and employees may take, hold or liquidate positions in, or provide such
information to other customers with respect to, Contracts that are the subject
of such information furnished by Barclays to Customer, and such other positions
and/or information may be inconsistent with the positions held by or
information given to Customer.


 


(c)           Limitation of
Barclays’ Liability.  Barclays
shall not be liable to Customer (i) in connection with the performance or
non-performance by any Transaction Facility or by any other third 


 


A-1

















 


party (excluding Barclays Capital Inc.’s affiliates
or floor brokers employed by Barclays or its affiliates but including, without
limitation, floor brokers that are not employed by Barclays or its affiliates,
executing agents, banks, clearing firms  and
other depositories) in respect of any Contract or other property of Customer; (ii) as
a result of any prediction or information made or given by a representative of
Barclays, whether or not made or given at the request of Customer; (iii) as
a result of any delay in the performance or non-performance of any of Barclays’
obligations hereunder directly or indirectly caused by the occurrence of any
contingency beyond the control of Barclays including, but not limited to, the
unscheduled closure of a Transaction Facility, clearing firm or other depository
or delays in the transmission of orders due to breakdowns or failures of
transmission or communication facilities, Transaction Facilities or other
systems, it being understood that Barclays shall be excused from performance of
its obligations hereunder for such period of time as is reasonably necessary
after such occurrence to remedy the effects therefrom; (iv) as a result of
any action taken by or on behalf of Barclays or its floor brokers and agents to
comply with Applicable Law; (v) for any acts or omissions of those neither
employed nor supervised by Barclays; or (vi) any losses or damages
suffered by Customer resulting directly or indirectly from government action,
war, strike or national disaster. 
Neither Barclays nor its managing directors, officers or employees shall
be responsible for any loss, liability, damage or expense except to the extent
that it is finally judicially determined that such loss, liability, damage or
expense arises directly from its gross negligence or willful misconduct.  In no event will Barclays, its managing
directors, officers or employees be liable to Customer for consequential,
incidental or special damages under or relating to this Agreement.


 


(d)           Security
Interest.  Except to
the extent proscribed by Applicable Law not subject to waiver, all Contracts,
funds, margin, performance bond, premium, currencies, securities, credit
balances and other property from time to time held by, to the order of or on
behalf of Barclays or held for the benefit of the Customer by Barclays
including, without limitation, by any Transaction Facility or clearing firm
through which Contracts are executed, carried and/or cleared  and/or positions are held by Barclays, on
behalf of the Customer, and all proceeds thereof (collectively, “Collateral”) are hereby pledged to Barclays, and shall be
subject to a general lien and a continuing, perfected first security interest
in Barclays’ favor to secure any and all of Customer’s indebtedness or other
obligations and/or liabilities owed to Barclays.  Customer agrees to execute any documents
reasonably required by Barclays for the perfection or negotiation of such
general lien or security interest.  
Customer hereby grants Barclays the right, in accordance with Applicable
Law, to pledge, repledge, transfer, hypothecate, or rehypothecate any of the
Collateral only to a Transaction Facility or clearing firm through which and in
furtherance of such transactions as are executed, carried and/or cleared, in
each case without notice to Customer. 
Unless mutually agreed otherwise, Barclays shall pay to Customer the
interest or income earned from the investment or utilization of such Collateral
at a rate to be agreed by the parties hereto.


 


(e)           Conclusiveness
of Reports and Objections.  All
written reports related to Contracts in the Accounts, including but not limited
to confirmations, purchase and sale statements and correction notices
(collectively, “Reports”), shall be conclusive
and binding on Customer unless Customer notifies Barclays of any objection
prior to the opening of trading on the Transaction Facility on or through which
such Contract occurred on the business day following the day on which Customer
receives such Report, except for monthly statements, which shall be conclusive
and binding on Customer unless Customer notifies Barclays of any objection
within ten (10) days of the receipt thereof. Nothing herein, however,
shall prevent Barclays upon discovery of any error or omission, from correcting
a Report.  All oral communications with a
natural person associated with NCAM or the Customer related to Contracts in the
Accounts shall be conclusive and binding on Customer unless Customer notifies
Barclays of any objection at the time of such communication.


 


(f)            Deliveries.  If Customer intends to make or take delivery
under any futures Contract, Customer agrees to notify Barclays not later than
the time specified by Barclays and in any event at least 


 


A-2

















 


(i) with respect to long positions, two (2) business
days prior to first notice day of the applicable Transaction Facility, and (ii) with
respect to short positions, two (2) business days prior to the last
trading day for the Contract in question. With respect to any deliverable
Contract, Customer shall ensure Barclays holds sufficient funds in Customer’s
Account to fulfill Customer’s obligations to make or take delivery and shall
furnish Barclays with property deliverable by Customer under any Contract in
accordance with Barclays’ directions.  If
Customer fails to comply with any of the foregoing obligations, Barclays may,
at its discretion and upon Barclays’ good faith effort to notify Customer,
liquidate and/or roll forward to a later delivery month any open Contracts,
make or receive delivery of any commodities or instruments for Customer’s
Account and risk, and in such manner and on such terms as Barclays in its
reasonable discretion deems necessary or appropriate.  Customer shall remain fully liable for, and
Customer’s Account will be debited for, any loss, costs, expenses and
liabilities incurred by Barclays in connection with such Contracts and for any
remaining debit balance in Customer’s Account.


 


(g)           Options
Exercise and Allocation Procedure.  If Customer intends to exercise any option
Contract, Customer agrees to notify Barclays not later than the time specified
by Barclays and in any event at least one hour prior to the latest notification
time specified by the relevant Transaction Facility.  If Customer fails to comply with any of the
foregoing, Barclays may, at its discretion and upon Barclays’ good faith effort
to notify Customer, exercise or allow the expiration of any options for
Customer’s Account and risk, and in such manner and on such terms as Barclays
in its discretion deems necessary or appropriate.  Customer shall remain fully liable for, and
Customer’s Account will be debited for, any loss, costs, expenses and
liabilities incurred by Barclays in connection with such Contracts and for any
remaining debit balance in Customer’s Account. 
Customer understands and acknowledges that certain option Contracts sold
by Customer may be subject to exercise at any time.  Exercise notices received by Barclays with
respect to option Contracts sold by Barclays customers shall be allocated among
customers (including Customer) pursuant to a random allocation procedure, and
Customer shall be bound by any such allocation made to it.  Information regarding Barclays’ random
allocation procedure is available upon request. 
Such notices may be allocated to Customer after the close of trading on
the day on which such notices have been allocated to Barclays by the applicable
Transaction Facility.  In the event of
the allocation of an exercise notice(s) to Customer, Barclays shall use
reasonable efforts to notify Customer promptly. 
Barclays shall have no responsibility for any action it takes or fails
to take with respect to any option Contract (and, without limiting the
foregoing, shall have no responsibility to exercise any option Contract
purchased by Customer) unless and until Barclays receives acceptable and timely
instructions from Customer indicating the action to be taken.


 


(h)           Acceptance of
Orders; Position Limits. 
Barclays shall have the right, whenever in its discretion it deems it
appropriate, to limit the number of open Contracts (net or gross) that Barclays
will at any time execute, clear and/or carry for Customer, to require Customer
to reduce open positions carried with Barclays,  and to refuse the acceptance of orders to establish new
positions.  Barclays shall immediately
notify Customer of its rejection of any order. 
Unless specified by Customer, Barclays may designate the Transaction
Facilities (including, without limitation, any electronic trading systems or
facilities) on or through which it will attempt to execute orders.  Customer shall comply at all times, including
throughout the trading day, with all position limit rules imposed by
Applicable Law.


 


(i)            Liquidation of
Offsetting Positions.  Barclays
shall liquidate any Contract for which an offsetting order is entered by
Customer, unless Customer instructs Barclays not to liquidate such Contract and
to maintain the offsetting Contracts as open positions, provided, however, that
Barclays shall not be obligated to comply with any such instructions given by
Customer if Customer fails to provide Barclays with any representations,
documentation or information reasonably requested by Barclays or if, in
Barclays’ reasonable judgment, any failure to liquidate such offsetting
Contracts against each other would result in a violation of Applicable Law.


 


A-3

















 


(j)            Reliance on
Instructions.  Barclays
and its managing directors, officers and employees shall be entitled to rely,
and shall not be liable for any reliance, on any instruction, notice or
communication that it reasonably believes to have originated from Customer or
Customer’s duly authorized agent (including a third-party advisor, if any), and
Customer shall be bound thereby.


 


(k)           Use of Clearing
Brokers.  Customer authorizes Barclays
in its discretion to select for and on behalf of Customer floor brokers and
execution agents and, on Transaction Facilities where Barclays is not a
clearing member, unaffiliated clearing brokers, which will act as brokers and
agents of Customer in connection with Contracts for the Account(s).  Such Contracts may be cleared through
accounts maintained by Barclays in its own name with one or more clearing
brokers.


 


(l)            Give-Ups.  Absent a separate written agreement with
Customer with respect to give-ups, Barclays, in its discretion, may, but shall
not be obligated to, accept from other brokers Contracts executed by such
brokers for Customer and to be given up to Barclays for clearance or carrying
in an Account.


 


(m)          Financial and
Other Information.  Customer
shall provide to Barclays such financial and other information regarding
Customer as Barclays may from time to time reasonably request.  Customer authorizes Barclays to contact such
banks, financial institutions and credit agencies as Barclays shall deem
appropriate from time to time for verification of such information.  Customer shall notify Barclays promptly of
any material adverse change to its condition, financial or otherwise.  Customer acknowledges and agrees that
Barclays may provide financial and other information regarding Customer to any
Transaction Facility, clearing firm or self-regulatory agency or organization
upon the request of any such entity and as permitted by Applicable Law.


 


(n)           Currency Exchange Risk.  Customer shall bear all risk and cost in
respect of the conversion of currencies incident to Contracts effected on
behalf of Customer pursuant hereto. 
Unless otherwise specified in the Reports sent to Customer with respect
to its Contracts and Accounts, all margin deposits in connection with any
Contracts, and any debits or credits to Customer’s Account(s), shall be stated
in U.S. Dollars.  By placing an order in
a Contract settled in a particular currency (the “Contract
Currency”), Customer agrees to convert to the Contract Currency
funds sufficient to meet the applicable margin requirement.  Any conversions of currency shall be at a
rate of exchange reasonably determined by Barclays based on prevailing money
market rates of exchange for such currencies.


 


(o)           Consent to
Recording.  Each party (i) consents
to the monitoring or recording, at any time and from time to time, by the other
party of any and all communications between officers or employees of the
parties, with or without the use of an automatic tone warning device (ii) waives
any further notice of such monitoring or recording, and (iii) agrees to
notify (and, if required by law, obtain the consent of) its officers and
employees with respect to such monitoring or recording.  The parties agree that any such recording may
be submitted in evidence to any court or in any proceeding for the purpose of
establishing any matters pertinent to this Agreement or any Contract.


 


(p)           Inactive
Accounts.  Customer
acknowledges that Barclays may from time to time place accounts in which there
is no trading on inactive status and Customer agrees to provide whatever
reasonably requested information Barclays may require upon Customer’s request
to reactivate any such inactive Account.


 


A-4

















 


3.             CUSTOMER
REPRESENTATIONS.


 


Customer
represents, warrants and agrees as of the date hereof and on the date of each
Contract executed hereunder that:


 


(a)           Customer has
full right, power and authority to enter into this Agreement, and the person
executing this Agreement on behalf of Customer is authorized to do so;


 


(b)           this Agreement
is binding on Customer and enforceable against Customer in accordance with its
terms subject to applicable bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium and similar laws affecting creditors rights and
remedies generally, and subject to general principles of equity;


 


(c)           Customer is an “eligible
contract participant,” as such term is defined in Section 1a(12) of the
CEA;


 


(d)           Customer may
lawfully establish and open the Account for the purpose of effecting purchases
and sales of Contracts through Barclays;


 


(e)           Contracts
entered into pursuant to this Agreement will not violate any applicable law
(including any Applicable Law), judgment, order or agreement to which Customer
or its property is subject or by which it or its property is bound;


 


(f)            Customer is
authorized under its organizational and other governing documents, as amended
from time to time, to trade in Contracts, as instructed by Customer’s account
controller and as prescribed by the prospectus, and hereby expressly waives any
ultra vires or similar defense it may
have;


 


(g)           all information
provided by Customer in the Futures and Options Account Application (which
application and the information contained therein hereby is incorporated into
this Agreement) is true, correct, complete and accurate;


 


(h)           it will not
rely on any communication (written or oral) of Barclays as investment advice or
as a recommendation to enter into any Contract, and no such communication
(written or oral) received from Barclays shall be deemed to be an assurance or
guarantee as to the expected results of the Contract;


 


(i)            Customer is
acting for its own account, is capable of assessing the merits of, understanding
(on its own behalf or through independent professional advice) and assuming,
and understands, accepts and assumes, the terms, conditions and risks of each
Contract, and will make its own independent decisions to enter into Contracts
and as to whether each Contract is appropriate or proper for it based on
Customer’s own judgment and upon advice from such advisors as it has deemed
necessary;


 


(j)            Barclays shall
have no discretionary authority, power or control over any decisions made by or
on behalf of Customer in respect of the Account, regardless of whether Customer
relies on the information provided by Barclays in making any such decisions;


 


(k)           Barclays is not
acting as a fiduciary, foundation manager, commodity pool operator, commodity
trading advisor or investment adviser in respect of the Accounts opened by
Customer;


 


(l)            except as
disclosed in writing to Barclays, Customer is acting solely as principal and
not as agent for any other party and no other customer has any interest in the
Account;


 


A-5

















 


(m)          if Customer’s
Account is managed by one or more trading advisors, (i) Customer has
provided such trading advisor(s) with specific discretionary authority to
enter into Contracts, or by this document, provides them with such specific
authority, and (ii) Customer and such trading advisor(s) agree and
acknowledge that (x) Barclays is not a party to and has not reviewed nor
will be charged with knowledge of any of the terms of any applicable investment
management agreement or similar document (the “IMA”),
and (y) Barclays will assume that any investment decisions made by the
trading advisor(s) on behalf of the Customer are authorized by the terms
of the IMA;


 


(n)           Customer has
reviewed the registration requirements of the CEA, CFTC and NFA relating to
commodity pool operators and commodity trading advisors and has determined that
it and any person that has trading authority or control over its Account are in
compliance with such requirements.


 


(o)           Customer has
made no changes to this form of Agreement, or any other form of agreement,
authorization, tax form or other document relating to this Agreement or the
Account(s), provided by Barclays, except as agreed to by Barclays;


 


(p)           Barclays is
relying on the representations and warranties of Customer contained herein in
entering into this Agreement and opening the Account and Customer will
immediately notify Barclays of any changes to the accuracy thereof;


 


(q)           Customer
expressly agrees to waive any and all claims, rights or causes of action which
Customer has or may have against Barclays, its managing directors, officers
and/or employees arising in whole or in part, directly or indirectly, out of
any act or omission of a party who refers or introduces Customer to Barclays or
who places orders on behalf of Customer, except claims, rights or causes of
action arising out of, or caused, in whole or in part, by Barclays gross
negligence or willful misconduct; and


 


(r)            No person or
entity other than Customer has, nor during the term of this Agreement will
have, any ownership interest of ten percent or more in any Account, and no
person other than Customer and its trading advisor, if any, has or will have
any control over any Account, except as otherwise disclosed to Barclays in
writing.


 


4.             PAYMENT
OBLIGATIONS OF CUSTOMER.  With
respect to every Contract purchased, sold or cleared for the Account, Customer
shall pay Barclays upon demand (which demand may be written or oral):


 


(a)           all brokerage
charges, give-up fees, commissions and service fees as Barclays may from time
to time charge;


 


(b)           all Transaction
Facility, clearing firm or NFA fees or charges, or any other transaction fees,
regulatory fees and service charges incurred with respect to each Contract;


 


(c)           any tax imposed
on such Contracts by any competent taxing authority;


 


(d)           any debit
balance or deficiency in the Account;


 


(e)           interest on any
debit balances remaining in the Account at a  rate
as may be mutually agreed upon from time to time, together with Barclays’ costs
and reasonable attorneys’ fees incurred in collecting any such debit balance;
and


 


A-6

















 


(f)            any other
amounts owed by Customer to Barclays with respect to the Account, any Contracts
carried therein or transactions undertaken in connection therewith.


 


Any
and all payments required to be made by Customer hereunder shall be made by
wire transfer, in immediately available funds, to an account designated by
Barclays, unless otherwise agreed by Barclays.


 


5.             MARGIN AND
OTHER CONTRACT OBLIGATIONS.  With respect to every Contract purchased,
sold or cleared for the Account, Customer shall make, or cause to be made, all
applicable initial margin, variation margin, intra-day margin and premium
payments, and perform all other obligations attendant to Contracts or positions
in such Contracts, as such payments or performance may be required by Barclays
consistent with Applicable Law or as such payments or performance may be
required of Barclays by any member of any Transaction Facility clearing such
Contract on Barclays’ behalf.  Customer
acknowledges and agrees that Barclays has no obligation to establish uniform
margin requirements among products or customers and margins required by
Barclays may exceed the minimum margin requirements of the applicable
Transaction Facility and be increased or decreased from time to time at the
discretion of Barclays, without advance notice to Customer.


 


Requests
for margin deposits and/or premium payments may, at Barclays’ election, be
communicated to Customer orally, telephonically, electronically, or in writing.
Customer margin deposits and/or premium payments shall be made to such omnibus
customer account(s) as directed by Barclays, and shall be in such form as
Barclays deems appropriate.


 


6.             CUSTOMER
DEFAULT AND BARCLAYS’ REMEDIES.


 


(a)           Each of the
following events shall be a default (“Default”) by
Customer under this Agreement:


 


(i)            Customer
breaches or fails to timely and fully perform any of its obligations hereunder
or otherwise in respect of any Contract;


 


(ii)           Customer fails
to deposit or maintain required margin, fails to pay required premiums or fails
to make any other payments required hereunder or otherwise in respect of any
Contract;


 


(iii)          if Customer is
an employee benefit plan, the termination of Customer or the filing by Customer
of a notice of intent to terminate with a governmental agency or body, or the
receipt of a notice of intent to terminate Customer from a governmental agency
or body, or the inability of Customer to pay benefits under the relevant
employee benefit plan when due;


 


(iv)          any
representation made by Customer or Customer’s advisor or account controller (if
any) is not or ceases to be accurate and complete in any material respect;


 


(v)           a case in
bankruptcy is commenced or a proceeding under any insolvency or other law for
the protection of creditors or for the appointment of a receiver, trustee or
similar officer is filed by or against Customer;


 


(vi)          Customer makes
or proposes to make any arrangement or composition for the benefit of its
creditors, or Customer or any of its property is subject to any agreement,
order or judgment providing for Customer’s dissolution, liquidation or
reorganization, or for the appointment of a receiver, trustee or similar
officer for Customer or its property;


 


A-7

















 


(vii)         Customer makes
an admission in writing that it is insolvent or is unable to pay its debts when
they mature or the suspension by Customer of its usual business or any material
portion thereof;


 


(viii)        any warrant or
order of attachment is issued against any Account or a judgment is levied
against any Account.


 


(b)           Upon the
occurrence of a Default, or if Barclays, after consultation with Customer or
its account controller or agent, if practicable, reasonably considers it
necessary for its protection to exercise any of the following remedies, then
Barclays shall have the right, in addition to any other remedy available at law
or equity to Barclays, all without demand for margin and without notice or
advertisement (except as provided in Section 6(c) below), to:


 


(i)            close out any
or all of Customer’s open Contracts, including, without limitation,  through EFPs, EFSs or EFRs.  For the purposes of this provision, Customer
expressly authorizes Barclays to act as broker for Customer or as principal
opposite Customer with respect to such EFP, EFS or EFR  transactions and to execute such physical
commodity, swap or over-the-counter  transactions
and documents on behalf of Customer as may be necessary to effect such EFP, EFS
or EFR  transactions.  Customer recognizes that such EFP, EFS or EFR
transactions are not competitively executed by open outcry on a Transaction
Facility but will be executed at the market price then available to Barclays;


 


(ii)           cancel any or
all of Customer’s outstanding orders;


 


(iii)          treat any or
all of Customer’s obligations due Barclays as immediately due and payable;


 


(iv)          set off any
obligations of Barclays to Customer against any obligations of Customer to Barclays;


 


(v)           sell any
Collateral and/or set off and apply any Collateral or the proceeds of the sale
of any Collateral to satisfy any obligations of Customer to Barclays;


 


(vi)          borrow or buy
any Contracts, options, securities or other property for any Account;


 


(vii)         terminate any
or all of Barclays’ obligations for future performance to Customer; and/or


 


(viii)        take such other
or further action as Barclays in its discretion reasonably considers necessary
or appropriate under the circumstances.


 


(c)           So long as
Barclays’ rights or position would not be jeopardized thereby, Barclays shall
make a good faith effort to notify Customer of its intention to take any of the
actions specified in (i) through (viii) of Section 6(b) above
before taking any such action. Barclays shall not be deemed to have breached
any obligation to Customer if no such notice is given. Any sale or purchase
hereunder may be made in any commercially reasonable manner. In all cases a
prior demand, margin call or notice of any kind shall not be considered a
waiver of Barclays’ right to take any action provided for herein.  Customer shall be liable for the payment of
any deficiency remaining in each Account after any such action is taken,
together with interest thereon.


 


A-8

















 


7.             TERMINATION.


 


(a)           This Agreement
may be terminated by Customer or Barclays by written notice to the other.  Such termination shall be effective when
received by the addressee thereof and shall be of no effect in relation to any
orders placed or Contracts executed prior to such notice.  In the event of such notice, Customer shall
either close out open positions in the Account or arrange for such open
positions to be transferred to another FCM.


 


(b)           Upon
satisfaction by Customer of all liabilities to Barclays arising hereunder
(including payment obligations with respect to the transfer of Contracts to
another FCM), Barclays shall, without imposing any additional charges or
penalties, promptly transfer to the FCM specified by Customer all Contracts,
cash, securities and other property then held for any Account.  The representations, warranties and
indemnities contained in this Agreement shall survive any termination of this
Agreement.


 


8.             INDEMNIFICATION.  Customer hereby agrees to pay, indemnify and
hold Barclays, its managing directors, officers and employees harmless from and
against any and all loss, liability, damage, cost, penalty, fine, tax or
expense (including, without limitation, reasonable attorneys’ fees, costs of
collection and any cost incurred in successfully defending against any claim
asserted by Customer) (collectively, “Losses”)
incurred by Barclays or such other persons in connection with the Account
and/or any Contracts or positions established or maintained therein.  Such indemnification shall include, without
limitation, Losses with respect to (i) any action taken or not taken by
Barclays and its managing directors, officers or employees in reliance upon any
instruction, notice or communication that it reasonably believes to have
originated from Customer or Customer’s duly authorized agent (including a
third-party advisor, if any), and (ii) the exercise of Barclays’ default
remedies under Section 6 of this Agreement.


 


9.             GOVERNING LAW,
JURISDICTION AND WAIVER OF JURY TRIAL.


 


(a)           THE
CONSTRUCTION, VALIDITY, PERFORMANCE AND ENFORCEMENT OF THIS AGREEMENT SHALL BE
GOVERNED BY THE LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO
CONFLICTS OF LAW PRINCIPLES).


 


(b)           TO THE
EXTENT NOT OTHERWISE REQUIRED UNDER APPLICABLE LAW, ANY DISPUTES ARISING UNDER
THIS AGREEMENT OR ANY TRANSACTION IN CONNECTION HEREWITH SHALL BE RESOLVED IN A
COURT OF LAW LOCATED IN THE STATE OF NEW YORK, BOROUGH OF MANHATTAN OR IN THE
UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK.  THE PARTIES TO THIS AGREEMENT HEREBY SUBMIT
TO THE JURISDICTION OF SUCH COURTS AND AGREE THAT VENUE BEFORE SUCH COURTS IS
PROPER.  CUSTOMER CONSENTS TO THE SERVICE
OF PROCESS BY THE MAILING TO CUSTOMER OF COPIES OF THE APPROPRIATE COURT FILING
BY CERTIFIED MAIL TO THE ADDRESS OF CUSTOMER AS IT APPEARS ON THE BOOKS AND
RECORDS OF BARCLAYS, SUCH SERVICE TO BE EFFECTIVE THREE DAYS AFTER
MAILING.  CUSTOMER HEREBY WAIVES
IRREVOCABLY ANY IMMUNITY TO WHICH IT MIGHT OTHERWISE BE ENTITLED IN ANY
ARBITRATION, ACTION AT LAW, SUIT IN EQUITY OR ANY OTHER PROCEEDING ARISING OUT
OF OR BASED ON THIS AGREEMENT OR ANY TRANSACTION IN CONNECTION HEREWITH.


 


(c)           CUSTOMER
HEREBY WAIVES A TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THIS
AGREEMENT OR ANY TRANSACTION IN CONNECTION THEREWITH.


 


A-9
















 


10.           CROSS TRADE
CONSENT.  The Customer hereby authorizes
Barclays, and its managing directors, officers, employees and floor brokers
acting on Customer’s behalf in any transaction for the Account, without prior
notice to Customer, to take the other side of Customer’s transaction, subject
to the transaction being executed at the prevailing price in accordance with
the regulations of the applicable Transaction Facility and the rules and
regulations of the CFTC.


 


11.           MISCELLANEOUS.


 


(a)           Severability.  If any provision of this Agreement is or at
any time becomes inconsistent with or invalid under any present or future
Applicable Law, such inconsistent or invalid provision shall be deemed to be
superseded or modified to conform to such Applicable Law, but in all other
respects this Agreement shall continue in full force and effect.


 


(b)           Successors;
Binding Effect.  This
Agreement shall be binding on and inure to the benefit of each of the parties
and their respective successors and assigns. 
This Agreement and the obligations of Customer hereunder may not be
assigned or delegated without the prior written consent of Barclays.  Customer agrees that Barclays shall have the
right to transfer or assign this Agreement (and the Account) to any successor
entity or to another properly registered FCM in its discretion without
obtaining the consent of Customer provided that Barclays provides Customer with
prior written notice if required under Applicable Law.


 


(c)           Entire
Agreement.  This
Agreement and the attached appendices, consents, certifications and
authorizations constitute the entire agreement between the parties with respect
to the subject matter hereof and supersedes any prior agreements between the
parties as to the subject matter hereof.


 


(d)           Amendments or
Waiver.  No provision of this Agreement
shall in any respect be waived, modified or amended unless such waiver,
modification or amendment is in writing and signed by authorized
representatives of each party hereto.


 


(e)           Notices and
Reports.  Except as otherwise expressly
provided in this Agreement, all Reports, instructions, notices or other
communications shall be given orally, unless requested to be in writing.  All oral or written Reports, instructions,
notices or other communications shall be directed as follows:


 


(i)            if to Barclays:


 


Barclays
Capital Inc.


745
Seventh Avenue


New
York, New York 10019


Attention:
Futures On-Boarding Team


Telephone:
(212) 526-1200


 


Any
customer complaints or legal notices shall be directed to “Attention:  Futures Compliance Officer.”


 


(ii)           if to Customer,
at the address, telephone, email or facsimile number as indicated on the
Futures and Options Account Application.


 


(iii)          if to an
Advisor, at the address, telephone, email or facsimile number indicated on the
Futures and Options Account Application.


 


A-10

















 


Written
Reports and/or notices shall be deemed to have been given by a party hereto (a) if
personally delivered to the other party, on the date of such delivery (b) if
sent by confirmed facsimile transmission, on the date of such confirmed
facsimile transmission, (c) if sent via email or other electronic media to
Kevin McCarthy, Managing Director, Assistant General Counsel, Nuveen
Investments (Kevin.McCarthy@nuveen.com); Jennifer Vaudo, Vice President, State
Street Global Services (javaudo@statestreet.com); Alessandro Motto, Risk
Manager, Gresham Investment Management, LLC (mam@greshamllc.com); or such other
person(s) as shall be designated by Customer in writing, on the date that
such notice or Report was sent, or (d) if sent by certified mail, return
receipt requested, postage prepaid, on the third business day after the mailing
date.


 


The
Customer hereby consents to the delivery of all Reports, instructions, notices
or other communications via email to the person(s) designated in the
immediately preceding paragraph with such consent to remain effective for the
duration of the Agreement unless Customer withdraws such consent via written
notice to Barclays.  Customer
acknowledges that e-mail messages are not secure and may contain computer
viruses or other defects, may not be accurately replicated on other systems, or
may be intercepted, interfered with, or deleted without the knowledge of the
sender or the intended recipient.  Barclays
makes no warranties in relation to these matters.  Barclays reserves the right to intercept,
monitor and retain e-mail messages to and from its systems as permitted by
Applicable Law.


 


(f)            No Waiver.  No failure on the part of Barclays or
Customer  to exercise and no delay
in exercising, any contractual right will operate as a waiver or modification
thereof, nor will any single or partial exercise by Barclays or Customer  of any right preclude any other or future
exercise thereof.


 


(g)           Rights and
Remedies Cumulative.  All rights
and remedies under this Agreement as amended and modified from time to time are
cumulative and not exclusive of any rights or remedies which may be available
at law or otherwise.


 


A-11

















 


12.           CUSTOMER
ACKNOWLEDGMENTS.  (PLEASE INITIAL APPROPRIATE CLAUSES BELOW.)


 


(a)           CUSTOMER HEREBY
ACKNOWLEDGES THAT IT HAS RECEIVED AND UNDERSTANDS THE FOLLOWING DISCLOSURE
STATEMENT PRESCRIBED BY THE CFTC AND FURNISHED HEREWITH:


 


	
  /s/
  KJM

  	
   

  	
  Risk
  Disclosure Statement for Futures and Options

  
	
  Initial

  	
   

  	
  (Appendix
  A to CFTC Rule 1.55(c) transcribed in full on pages 1-3 of
  Booklet 2 — Risk Disclosure Statements)

  



 


(b)           If Customer
(i) maintains one or more other accounts (such as a securities,
commodities, cash or margin account) at Barclays and (ii) wants to permit
Barclays to transfer funds from such accounts without obtaining specific
instructions in each case, Customer should initial the following section:


 


	
   

  	
   

  	
   

  
	
  Initial

  	
   

  	
  Customer
  hereby specifically authorizes Barclays, until further notice in writing, to
  transfer any excess funds from/to Customer’s regulated commodity account,
  whether a segregated account or a secured account, (i) to/from any other
  account that Customer maintains with Barclays, if in Barclays’ judgment such
  transfer is necessary to avoid or reduce a margin call or to reduce a debit
  balance in such other account, or (ii) to Barclays in order to satisfy
  any obligation of Customer to Barclays. 
  Barclays will notify Customer in writing of any transfer of funds made
  pursuant to this authorization within a reasonable time after each transfer.

  



 


IN
WITNESS WHEREOF, the Customer has executed this Agreement as of the date set
forth below.


 


Customer


 


	
  Account
  Name: Nuveen Diversified Commodity

  	
  By:
  Nuveen Commodities Asset Management,

  
	
  Fund

  	
  LLC,
  the Fund’s manager

  
	
   

  	
   

  
	
  Date:
  9/23/10

  	
  By:

  	
  /s/
  Kevin J. McCarthy

  
	
   

  	
  Print
  Name: Kevin J. McCarthy

  
	
   

  	
   

  
	
   

  	
  Title:
  Vice President and Secretary

  



 


Barclays
Capital Inc.


 


	
  By:

  	
  /s/
  Vijay Pant

  	
   

  
	
   

  	
   

  
	
  Print
  Name: Vijay Pant

  	
   

  
	
   

  	
   

  
	
  Title:
  Managing Director

  	
   

  



 


PLEASE BE CERTAIN YOU HAVE INITIALED OR
CHECKED ALL APPROPRIATE ELECTIONS ABOVE AND THAT YOU HAVE FULLY COMPLETED THE
ABOVE SIGNATURE BLOCK.


 


A-12

















 


APPENDIX OF ADDITIONAL
TERMS FOR REGISTERED INVESTMENT COMPANIES


 


Customer
hereby represents and warrants, by checking the appropriate box, that:


 


x               Customer IS NOT an investment company registered under the Investment
Company Act of 1940. (The following additional
terms do not apply to the Account. Please sign below and proceed to page B-3.)


 


o                Customer IS an investment company registered under the Investment Company
Act of 1940.  (The
following additional terms apply to the Account.)


 


Capitalized
terms used but not defined in this Appendix have the meaning set forth in the
Agreement.  The following terms shall
supplement those contained in the Agreement with respect to the Accounts and
shall control in the event other terms of the Agreement are inconsistent with
those contained in this Appendix.


 


This
Appendix is intended to ensure Barclays’ and the Customer’s compliance with the
Investment Company Act of 1940, as amended (the “Act”)
and the rules and regulations thereunder, particularly Rule 17f-6
under the Act and any successor rule.  Rule 17f-6
permits the Customer (sometimes herein referred to as the “Fund”)
to place and maintain cash, securities, and similar investments with the FCM in
amounts necessary to effect the Fund’s transactions in Exchange-Traded Futures
Contracts and Commodity Options subject to certain conditions that are
expressed below.  To the extent that Rule 17f-6
is modified or amended, the following terms and conditions contained in this
Appendix shall be deemed to be automatically amended to be in compliance with
such modified or amended rule without any further action required by the
parties hereto.


 


(1) 
Barclays, as FCM, hereby covenants and agrees that the manner in which Barclays
maintains the Fund’s assets shall be subject to the following:


 


·      Barclays shall comply with
the segregation requirements of Section 4d(2) of the CEA and the rules thereunder
or, if applicable, the secured amount requirements of Rule 30.7 under the
CEA;


 


·      Barclays, as appropriate to
the Fund’s transactions and in accordance with the CEA and the rules and
regulations thereunder (including 17 CFR Part 30), may place and maintain
the Fund’s assets to effect the Fund’s transactions with another Futures
Commission Merchant, a Clearing Organization, a U.S. or Foreign Bank, or a
member of a foreign board of trade, and shall obtain an acknowledgment, as
required under Rules 1.20(a) or 30.7(c) under the CEA, as
applicable, that such assets are held on behalf Barclays’ customers in
accordance with the provisions of the CEA;


 


·      Barclays shall promptly
furnish copies of or extracts from Barclays’ records or such other information
pertaining to the Fund’s assets as the Securities and Exchange Commission
through its employees or agents may request; and


 


·      Upon the Fund’s request, any
gains on the Fund’s transactions, other than de minimis amounts, will be
transferred by Barclays to the Fund by the next business day following receipt
thereof.


 


B-1

















 


(2)  Customer hereby represents, warrants, agrees and covenants
that:


 


·      The Fund will place and
maintain cash, securities, and similar investments with Barclays, as FCM, in
amounts necessary to effect the Fund’s transactions in Exchange-Traded Futures
Contracts and Commodity Options;


 


·      If the custodial
arrangements under the Agreement as supplemented by this Appendix no longer
meet the requirements set forth in Rule 17f-6 under the Act, the Fund
shall withdraw its assets from the Account as soon as reasonably practicable;


 


·      The Fund is and shall remain
in compliance with the Act with respect to its execution, delivery and
performance of the Agreement and the Contracts. 
Specifically, the Fund will at all times be in compliance with Section 18
of the Act with respect to its Contracts or otherwise will segregate assets
for, and/or cover, its exposures under its Contracts in accordance with
prevailing interpretations or guidance by the Securities and Exchange
Commission under Section 18 of the Act; and


 


·      To the extent the Fund
relies on subchapter M of the Internal Revenue Code of 1986 for its tax status,
the Fund will, with respect to the Contracts, remain in compliance with the
requirements of subchapter M at all times Contract is outstanding.  The Fund shall provide prompt written notice
to Barclays if its tax status under subchapter M, if applicable, is or will be
jeopardized by any Contract(s).


 


“Clearing Organization” means a clearing organization as
defined in Rule 1.3(d) under the CEA and includes a clearing
organization for a foreign board of trade.


 


“Exchange-Traded Futures Contracts and Commodity Options”
means commodity futures contracts, options on commodity futures contracts, and
options on physical commodities traded on or subject to the rules of: (a) any
contract market designated for trading such transactions under the CEA and the rules thereunder;
or (b) any board of trade or exchange outside the United States, as
contemplated in Part 30 under the CEA.


 


“Futures Commission Merchant” means any person that is
registered as a futures commission merchant under the CEA and that is not an
affiliated person of Customer/Fund or an affiliated person of such person.


 


“U.S. or Foreign Bank” means a bank, as defined in section
2(a)(5) of the Act, or a banking institution or trust company that is
incorporated or organized under the laws of a country other than the United
States and that is regulated as such by the country’s government or a agency
thereof.


 


	
  Nuveen
  Diversified Commodity Fund

  	
   

  
	
  (Name
  of Customer — Please Print)

  	
   

  
	
   

  	
   

  
	
  By: Nuveen Commodities Asset Management, LLC, the
  Fund’s manager and commodity pool operator

  
	
   

  	
   

  
	
  /s/
  Kevin J. McCarthy

  	
   

  
	
  (Signature)

  	
   

  
	
   

  	
   

  
	
  Kevin
  J. McCarthy, Vice President and Secretary

  	
   

  
	
  (Name &
  Title — Please Print)

  	
   

  
	
   

  	
   

  
	
  9/23/10

  	
   

  
	
  (Date)

  	
   

  



 


B-2

















 


HEDGE ACCOUNT ELECTION


 


Customer
hereby certifies that, except with prior notice to the contrary by Customer to
Barclays, all orders placed by Customer for the Account will represent bona fide
hedging transactions as defined in CFTC Regulation §1.3(z).  Customer agrees that prior to placing any
order which is not a hedging transaction, Customer shall notify Barclays in
writing and shall keep such contracts margined in accordance with the requirements
of the Transaction Facility on or through which the orders are placed or as
required by Barclays.


 


Customer
should note that CFTC Regulation §190.06 permits Customer to specify whether,
in the unlikely event of Barclays’ bankruptcy, Customer prefers the bankruptcy
trustee to liquidate all positions in the Account.  Accordingly, Customer hereby elects as
follows (please check one):


 


	
   ̈  Liquidate

  	
   

  	
   ̈  Not Liquidate

  



 


If neither alternative is selected, Customer will be deemed to have
elected to have all positions liquidated. 
This election may be changed at any time by written notice.


 


 


(Date)


 


B-3

















 


PLAN ASSET REPRESENTATION


 


Customer
hereby represents and warrants, by checking the appropriate box, that:


 


x           (1) none
of its assets constitute or are deemed to be assets of any employee benefit
plan subject to Title I of the Employee Retirement Income Security Act of 1974
(“ERISA”), any plan subject to Section 4975
of the Internal Revenue Code of 1986 (the “Code”) or any
governmental plan subject to rules similar to those of Section 406 of
ERISA or Section 4975 of the Code.


 


 ̈            (2) it is
an entity described in (1) and it will execute the Employee Benefit
Authorization Form.


 


 ̈            (3) it is
a limited partnership, limited liability company, bank collective trust fund or
other entity, some or all of whose assets are deemed to be “plan assets” as
defined in Section 3(42) of ERISA, and it will execute the Plan Asset Fund
Authorization Form.


 


Customer
further undertakes to will immediately advise Barclays in writing of any change
in the status of Customer which affects this representation.


 


 


	
  Nuveen Diversified Commodity Fund

  	
   

  
	
  (Name of Customer — Please Print)

  	
   

  
	
   

  	
   

  
	
  By: Nuveen Commodities
  Asset Management, LLC, the Fund’s manager and commodity pool operator

  
	
   

  
	
   

  	
   

  
	
  /s/
  Kevin J. McCarthy

  	
   

  
	
  (Signature)

  	
   

  
	
   

  	
   

  
	
  Kevin J. McCarthy, Vice President and Secretary

  	
   

  
	
  (Name & Title —Please Print)

  	
   

  
	
   

  	
   

  
	
  9/23/10

  	
   

  
	
  (Date)

  	
   

  



 


B-4

















 


DISCRETIONARY TRADING
AUTHORIZATION


 


Gentlemen:


 


The
undersigned Customer hereby authorizes _Gresham Investment Management LLC (the “Advisor”) as its agent and attorney-in-fact to purchase,
sell (including short sales) and trade in Contracts, whether listed on U.S. or
non-U.S. markets, on margin or otherwise, in accordance with Barclays’ terms
and conditions for Customer’s account and risk and in Customer’s name or number
on Barclays’ books.  Without limiting the
foregoing, Barclays is hereby authorized, upon the instruction of the Advisor,
to transfer money, securities or other property to or from Customer’s Accounts
and to make or receive delivery of the commodities or securities underlying the
futures contracts traded by the Advisor on behalf of Customer.  Barclays is directed to send to Advisor a
copy of all statements that Barclays sends to Customer concerning Customer’s
Account(s).  As between Barclays and
Customer, Customer hereby ratifies and confirms any and all transactions with
Barclays heretofore.  The Customer hereby
agrees to indemnify and hold Barclays harmless from and to pay Barclays
promptly on demand any and all losses, damages, costs, injuries and expenses
arising out of or in relation to the Advisor’s trading activities, or debit
balance due thereon.


 


Customer
understands that Barclays is in no way responsible for any loss to Customer
occasioned by actions of the Advisor or its agents and that Barclays does not,
by implication or otherwise, endorse the operator or methods of the Advisor or
its agents.


 


This
authorization and indemnity is in addition to (and in no way limits or
restricts) any rights which Barclays may have under the Agreement or any other
agreement or agreements between Barclays and Customer or at law or in equity.


 


This
authorization may be terminated by Customer at any time as of the actual
receipt by Barclays of written notice of termination.  Termination of this authorization shall not
affect any liability in any way resulting from transactions initiated
(including open positions or outstanding orders submitted by the Advisor but
not yet executed) prior to such termination. This authorization and indemnity
shall inure to Barclays’ benefit and that of Barclays’ successors and assigns.


 


	
  Nuveen
  Diversified Commodity Fund

  	
   

  
	
  (Name
  of Customer — Please Print)

  	
   

  
	
   

  	
   

  
	
  By: Nuveen Commodities Asset Management, LLC, the
  Fund’s manager and commodity pool operator

  
	
   

  
	
   

  
	
  /s/
  Kevin J. McCarthy

  	
   

  
	
  (Signature)

  	
   

  
	
   

  	
   

  
	
  Kevin
  J. McCarthy, Vice President and Secretary

  	
   

  
	
  (Name &
  Title — Please Print)

  	
   

  
	
   

  	
   

  
	
  9/23/10

  	
   

  
	
  (Date)

  	
   

  



 


B-5
















 


REPRESENTATIONS OF ADVISOR


 


The
undersigned Advisor acknowledges that it has been designated as Customer’s
agent and attorney-in-fact pursuant to the Discretionary Trading Authorization
set forth above.  In this regard, the
Advisor hereby represents and warrants to Barclays that:  (a) the Advisor has reviewed the registration
requirements, as amended from time to time, of the CEA, the CFTC, and the NFA
relating to commodity pool operators and commodity trading advisors and is
either appropriately registered with the CFTC and a member of the NFA or exempt
or excluded from CFTC registration requirements (explain the basis for such
exclusion or exemption below); and (b) the Advisor has provided and will
continue to provide Customer with an explanation of the nature and risks of the
strategies to be used in connection with all transactions to be executed for
Customer’s account, and has provided Customer with a copy of its most recent
CFTC disclosure document, or has provided Barclays with a written explanation of
the reason why it is not required to deliver a disclosure document to Customer.


 


Applicable Exclusion or Exemption:


 


The
undersigned agrees promptly to give Barclays written notice if any of the
representations or warranties set forth above become inaccurate or in any way
cease to be true, complete and correct.


 


The
following officers or employees of Advisor are authorized to effect
transactions in Contracts and to buy, sell and otherwise deal in Contracts
pursuant to said Discretionary Trading Authorization.  Barclays may rely on all instructions,
whether verbal or written, received by it from such officers or employees with
respect to any of the transactions referred to above without further inquiry
until it receives written notice of a change from the Advisor or Customer.  The Advisor hereby agrees to indemnify and
hold Barclays harmless from and to pay Barclays promptly on demand any and all
losses, damages, costs, injuries and expenses arising out of or in relation to
any action taken or not taken by Barclays in reliance upon any instruction,
notice or communication given by the Advisor or any agent of Advisor prior to
receipt by Barclays of written notice from the Advisor that such agent is no
longer so authorized.


 




	
  Randy
  Migdal

  	
   

  	
  Managing
  Director

  	
   

  	
  /s/
  Randy Migdal

  
	
  Name

  	
   

  	
  Title

  	
   

  	
  Signature

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Susan
  Wager

  	
   

  	
  Senior
  Trader

  	
   

  	
  /s/
  Susan Wager

  
	
  Name

  	
   

  	
  Title

  	
   

  	
  Signature

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Michael
  Miller

  	
   

  	
  Trader

  	
   

  	
  /s/
  Michael Miller

  
	
  Name

  	
   

  	
  Title

  	
   

  	
  Signature

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Michael
  Magers

  	
   

  	
  PM/Trader

  	
   

  	
  /s/
  Michael Magers

  
	
  Name

  	
   

  	
  Title

  	
   

  	
  Signature

  






 


	
  Gresham
  Investment Management LLC

  	
   

  	
   

  
	
  (Name
  of Advisor — Please Print)

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/
  Jonathan Spencer

  	
   

  	
   

  
	
  (Signature)

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Jonathan
  Spencer, President

  	
   

  	
  9/23/10

  
	
  (Name
  & Title — Please Print)

  	
   

  	
  (Date)

  



 


B-6

















 


CORPORATE CERTIFICATION
& AUTHORIZATION


 


I,
                                                        
, the undersigned
                                                                  
[Insert Title] of
                          
                                  ,
a corporation duly organized and existing under the laws of
                                                  
(the “Corporation”), having its principal
office at
                                                      
DO HEREBY CERTIFY that the Corporation is authorized under its governing
documents, as amended from time to time, to trade in Contracts and possesses
the power and authority to undertake the transactions contemplated by the
Agreement.


 


The
undersigned further certifies that:


 


(a)           Any officer of
this Corporation acting alone (or any employee or agent of the Corporation
designated by any such officer) hereby is authorized to act for the Corporation
in every respect concerning the Corporation’s Account(s), the authority hereby
granted including, without limitation, the authority to do any or all of the
following acts or actions necessary in connection with the Account(s) and the
transactions effected therein:


 


(i)            To open one or
more accounts in the name of the Corporation with Barclays for the purpose of
trading in Contracts, and to execute in the name of the Corporation and deliver
to Barclays the Agreement and any and all agreements, documents, instruments or
notices necessary to the opening, maintenance and/or trading of such Account(s);


 


(ii)           To buy, sell
and trade and agree to buy, sell and trade Contracts, on margin or otherwise,
which power shall include the power to sell “short”;


 


(iii)          To effect and
receive payment and delivery in the performance of Contracts and any obligations
undertaken in connection therewith;


 


(iv)          To deposit with
and withdraw from Barclays any money, securities, commodities, Contracts and
contracts for the purchase or sale of securities and other property;


 


(v)           To receive and
promptly comply with any request or demand for additional margin, any notice of
intention to liquidate, and any notice or demand of any other nature;


 


(vi)          To borrow funds
from Barclays (on a secured basis) to finance any Contract transactions
effected through or with Barclays; and


 


(vii)         To take such
other actions as may be necessary or desirable to carry out the intent of the
foregoing and the satisfaction of each and every obligation of the Corporation
in connection with the Account(s), the Agreement and the transactions effected
therein;


 


(b)           Barclays is
directed to send written confirmations of all Contracts effected for this
Corporation and carried in the Account(s) and all statements of account of the
Corporation with Barclays and other pertinent records and documents to
                                     
                       
(Name and Title of Officer or Agent), who is not authorized to trade with
Barclays but hereby is authorized to receive and acquiesce in the correctness
of such confirmations, statements, and other records and documents;


 


B-7

















 


(c)           Any and all
past transactions of the kind provided for by this Corporate Certification
& Authorization which have been previously made by Barclays on behalf of or
with this Corporation hereby are ratified, confirmed and approved in all
respects; and


 


(d)           Barclays and
any interested third party is authorized to rely and act upon the authority of
this Corporate Certification & Authorization until receipt by Barclays of a
certificate showing rescission, amendment or modification thereof and signed by
an officer of the Corporation, and that this Corporation will indemnify and
hold harmless Barclays from and against any liability, loss, cost or expense it
incurs in continuing to act in reliance upon this Corporate Certification &
Authorization prior to its actual receipt of any such certificate.


 


IN
WITNESS WHEREOF, I have hereunto subscribed my name this
                          
day of                                                             ,
20   .


 


	
   

  	
   

  
	
   

  	
  Name

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Title

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Date

  



 


B-8

















 


PARTNERSHIP CERTIFICATION
& AUTHORIZATION


 


Gentlemen:


 


The
undersigned general partner(s) of
                                                  ,
a
                          
(general/limited) partnership organized and existing under the laws of                               
(the “Partnership”), having its principal
office at
                                            
DO HEREBY CERTIFY that the Partnership is authorized under its partnership
agreement, as amended from time to time, to trade in Contracts and possesses
the power and authority to undertake the transactions contemplated by the
Agreement.


 


The
undersigned further certify that:


 


(a)           Any general
partner of the Partnership acting alone (or any employee or agent of the
Partnership designated by any such general partner) hereby is authorized to act
for the Partnership in every respect concerning the Partnership’s Account(s)
with Barclays, the authority hereby granted including, without limitation, the
authority to do any or all of the following acts or actions necessary in
connection with the Account(s) and the transactions effected therein:


 


(i)            To open one or
more accounts in the name of the Partnership with Barclays for the purpose of
trading in Contracts, and to execute in the name of the Partnership and execute
and deliver to Barclays the Agreement and any and all other agreements,
documents, instruments or notices necessary to the opening, maintenance and/or
trading of such Account(s);


 


(ii)           To buy, sell
and trade and agree to buy, sell and trade Contracts, on margin or otherwise,
which power shall include the power to sell “short”;


 


(iii)          To effect and
receive payment and delivery in the performance of Contracts and any
obligations undertaken in connection therewith;


 


(iv)          To deposit with
and withdraw from Barclays any money, securities, commodities, Contracts and
contracts for the purchase or sale of securities and other property;


 


(v)           To receive and
promptly comply with any request or demand for additional margin, any notice of
intention to liquidate, and any notice or demand of any other nature;


 


(vi)          To borrow funds
from Barclays (on a secured basis) or its affiliates to finance any Contract
transactions effected through or with Barclays; and


 


(vii)         To take such
other actions as may be necessary or desirable to carry out the intent of the
foregoing and the satisfaction of each and every obligation of the Partnership
in connection with the Account(s) and the transactions effected therein;


 


(b)           Barclays is
directed to send all written confirmations of all Contracts effected for the
Partnership and carried in the Account(s) and all statements of account of the
Partnership with Barclays and other pertinent documents and records to
                  
                    
(Name and Title of Partner or Agent), who is not authorized to trade with
Barclays but hereby is authorized to receive and acquiesce in the correctness
of such confirmations, statements, and other records and documents;


 


B-9

















 


(c)           Any and all
past transactions between the Partnership and Barclays of the kind provided for
by this Partnership Certification & Authorization are hereby ratified,
approved and confirmed in all respects; and


 


(d)           In
consideration of Barclays maintaining the Account(s) of the Partnership the
undersigned agree that:


 


(i)            The undersigned
is/are jointly and severally liable to Barclays for any and all obligations
arising out of transactions in or relating to the Account(s) of the
Partnership.


 


(ii)           If there is any
change in this Partnership Certification & Authorization or if any of the
general partners withdraw from the Partnership, die or are judicially declared
incompetent, the undersigned will notify Barclays in writing immediately.  Until Barclays has actually received such
written notice signed by a general partner of the Partnership, Barclays shall
be entitled to act in reliance on this Partnership Certification &
Authorization.  The Partnership will
indemnify and hold Barclays harmless from and against any loss suffered or
liability incurred in continuing to act in reliance on this Partnership
Certification & Authorization prior to Barclays’ actual receipt of such
written notice.


 


Dated
this
                            
day of                                   ,
200    .


 


General
Partners:  (EVERY
GENERAL PARTNER MUST SIGN)


 


	
   

  	
   

  	
   

  
	
  (Signature)

  	
   

  	
  (Signature)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (Name
  - Please Print)

  	
   

  	
  (Name
  - Please Print)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (Signature)

  	
   

  	
  (Signature)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (Name
  - Please Print)

  	
   

  	
  (Name
  - Please Print)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (Signature)

  	
   

  	
  (Signature)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (Name
  - Please Print)

  	
   

  	
  (Name
  - Please Print)

  



 


B-10
















 


TRUST CERTIFICATION &
AUTHORIZATION


 


1.             The undersigned
is the Chief Administrative Officer of Nuveen Commodities Asset Management,
LLC, the manager and commodity pool operator of Nuveen Diversified Commodity
Fund, a trust duly formed on December 7, 2005 (the “Trust”).  The undersigned represents and warrants to
Barclays that the Trust Agreement of the Trust, as amended from time to time,
authorizes the undersigned to open one or more Accounts in the name of the
Trust with Barclays for the purpose of trading in Contracts as contemplated by
the Agreement and that the undersigned, or any agent of the undersigned
designated by the undersigned, be and hereby is authorized to act for the Trust
in every respect regarding the Trust’s Account(s) with Barclays, the authority
hereby granted including, without limitation, the power to do any or all of the
following acts necessary in connection with the Account(s) and the
transactions effected therein:


 


(a)           To open one or
more accounts in the name of the Trust with Barclays for the purpose of trading
in Contracts, and to execute in the name of the Trust and execute and deliver
to Barclays the Agreement and any and all agreements, documents, instruments or
notices necessary to the opening, maintenance and/or trading of such
Account(s);


 


(b)           To buy, sell
and trade and agree to buy, sell and trade Contracts, on margin or otherwise,
which power shall include the power to sell “short”;


 


(c)           To effect and
receive payment and delivery in the performance of Contracts and any obligations
undertaken in connection therewith;


 


(d)           To deposit with
and withdraw from Barclays any money, securities, commodities, Contracts and
contracts for the purchase or sale of securities and other property;


 


(e)           To receive and
promptly comply with any request or demand for additional margin, any notice of
intention to liquidate, and any notice or demand of any other nature;


 


(f)            To borrow funds
from Barclays (on a secured basis) or its affiliates to finance any Contracts
effected through or with Barclays; and


 


(g)           To take such
other actions as may be necessary or desirable to carry out the intent of the
foregoing and the satisfaction of each and every obligation of the Trust in
connection with the Account(s) and the transactions effected therein.


 


2.             Barclays is
hereby directed to send written confirmations of all Contracts effected for the
Trust and carried in the Accounts(s) and all statements of account of the
Trust with Barclays and other pertinent records and documents to [Complete] (Name and Title), who is not authorized to trade
with Barclays but hereby is authorized to receive and acquiesce in the
correctness of such confirmations, statements, and other records and documents.


 


3.             Any and all
past transactions of the kind provided for by this Trust Certification &
Authorization that have been previously made on behalf of or with this Trust
hereby are ratified, confirmed and approved in all respects.


 


4.             Barclays and
any interested third party is authorized to rely and act upon the foregoing
representations and warranties until such time as Barclays shall be notified
otherwise in a writing signed by the Trust and the Trust will indemnify and
hold harmless Barclays from and against any liability, loss,


 


B-11

















 


cost
or expense it incurs in continuing to act in reliance upon this Trust
Certification & Authorization prior to its actual receipt of any such
notice.


 


 


	
  Nuveen
  Diversified Commodity Fund

  	
   

  
	
  (Name
  of Trust - Please Print)

  	
   

  
	
   

  	
   

  
	
  By: Nuveen Commodities Asset Management, LLC, the
  Fund’s manager and commodity pool operator

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/
  Kevin J. McCarthy

  	
   

  
	
  (Signature)

  	
   

  
	
   

  	
   

  
	
  Kevin
  J. McCarthy, Vice President and Secretary

  	
   

  
	
  (Name &
  Title - Please Print)

  	
   

  
	
   

  	
   

  
	
  9/23/10

  	
   

  
	
  (Date)

  	
   

  



 


B-12

















 


LIMITED LIABILITY COMPANY
CERTIFICATION & AUTHORIZATION


 


We
the undersigned, constituting all of the [Managing-Members/Managers] of
                                          ,
a Limited Liability Company duly organized and existing under the laws of
                                                      
(the “Company”), having its principal office
at
                                        
DO HEREBY CERTIFY that the Company is authorized under its governing documents,
as amended from time to time, to trade in Contracts and possesses the power and
authority to undertake the transactions contemplated by the Agreement.


 


The
undersigned further certify that:


 


(a)           Any
[Managing-Member/Manager]  of this
Company or any employee or agent of this Company designated by any such
[Managing-Member/Manager] hereby is authorized to act for the Company in every
respect concerning the Company’s Account(s) with Barclays, the authority
hereby granted including, without limitation, the power to do any or all of the
following acts and actions necessary in connection with the Account(s) and
the transactions effected therein:


 


(i)            To open one or
more accounts in the name of the Company with Barclays for the purpose of
trading in Contracts, and to execute in the name of the Company and execute and
deliver to Barclays the Agreement and any and all agreements, documents,
instruments or notices necessary to the opening, maintenance and/or trading of
such Account(s);


 


(ii)           To buy, sell
and trade and agree to buy, sell and trade Contracts, on margin or otherwise,
which power shall include the power to sell “short”;


 


(iii)          To effect and
receive payment and delivery in the performance of Contracts and any
obligations undertaken in connection therewith;


 


(iv)          To deposit with
and withdraw from Barclays any money, securities, commodities, Contracts and
contracts for the purchase or sale of securities and other property;


 


(v)           To receive and
promptly comply with any request or demand for additional margin, any notice of
intention to liquidate, and any notice or demand of any other nature;


 


(vi)          To borrow funds
from Barclays (on a secured basis) or its affiliates to finance any Contract
effected through or with Barclays; and


 


(vii)         To take such
other actions as may be necessary or desirable to carry out the intent of the
foregoing and the satisfaction of each and every obligation of the Company in
connection with the Account(s) and the transactions effected therein;


 


(b)           Barclays is
directed to send written confirmations of all Contract transactions effected
for this Company and carried in the Account(s) and all statements of
account of the Company with Barclays and other pertinent records and documents
to
                                                            
(Name and Title of Managing-Member/Manager or Agent), who is not authorized to
trade with Barclays but hereby is authorized to receive and acquiesce in the
correctness of such confirmations, statements, and other records and documents;


 


B-13

















 


(c)           Any and all
past transactions of the kind provided for by this Limited Liability Company
Certification & Authorization which have been previously made by
Barclays on behalf of or with this Company hereby are ratified, confirmed and
approved in all respects; and


 


(d)           Barclays and any interested
third party is authorized to rely and act upon the authority of this Limited
Liability Company Certification & Authorization until receipt by
Barclays of a certificate showing rescission, amendment or modification thereof
and signed by a [Managing-Member/Manager] of this Company, and that this
Company will indemnify and hold harmless Barclays from and against any
liability, loss, cost or expense it incurs in continuing to act in reliance upon
this Limited Liability Company Certification & Authorization prior to
its actual receipt of any such certificate.


 


IN
WITNESS WHEREOF, we have hereunto subscribed our names this
                          
day of                                                             ,
200      .


 


 


	
  [Managing-Members/Manager(s)]:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (Signature)

  	
   

  	
  (Signature)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (Name &
  Title - Please Print)

  	
   

  	
  (Name &
  Title - Please Print)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (Signature)

  	
   

  	
  (Signature)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (Name &
  Title - Please Print)

  	
   

  	
  (Name &
  Title - Please Print)

  



 


B-14

















 


CERTIFICATE OF INCUMBENCY


 


I,
Kevin J. McCarthy, do hereby certify that:


 


1.             I am the duly elected,
qualified and acting Vice President and Secretary of Nuveen Commodities Asset
Management, LLC, a Delaware limited liability company (the “Company”) that serves as manager and
commodity pool operator of the Nuveen Diversified Commodity Fund.


 


2.             I am authorized to execute
this Certificate of Incumbency on behalf of the Company.


 


3.             The Company is authorized to
execute any and all agreements and other documents on behalf of Nuveen
Diversified Commodity Fund.


 


4.             The following named persons
are, as of the date hereof, officers or authorized representatives of the
Company serving in the capacities set forth opposite their names, and with
respect to each office or authorized position held with respect to the Company,
are duly elected or appointed, qualified, and acting as such and the signature
appearing opposite their names is a true and genuine specimen of their
signature:


 


 


	
  Name

  	
   

  	
  Title

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Kevin J. McCarthy

  	
   

  	
  Vice
  President and

  	
   

  	
  /s/
  Kevin J. McCarthy

  
	
   

  	
   

  	
  Secretary

  	
   

  	
  [Signature]

  



 


 


IN
WITNESS WHEREOF, I have hereunto subscribed my name to this Certificate of
Incumbency for the Company this 23rd day of
September, 2010.


 


 


	
   

  	
  /s/
  Christopher M. Rohrbacher

  
	
   

  	
  Name:
  Christopher M. Rohrbacher

  
	
   

  	
  Title:
  Vice President and Assistant Secretary

  



 


Note:      The person making this
certification may not be one of the individuals listed under Section 4
above.


 


B-15
















 


EMPLOYEE BENEFIT PLAN AUTHORIZATION


 


[IF NO
QPAM IS INVOLVED, CONTACT THE COMPLIANCE DEPARTMENT OF BARCLAYS CAPITAL INC. TO
DISCUSS THE SCOPE OF THE PLAN’S FUTURES TRADING ACTIVITIES AND ANY ADDITIONAL
DOCUMENTATION THAT MAY BE REQUIRED BY BARCLAYS CAPITAL INC.]


 


1.             In
consideration of the acceptance by Barclays of one or more accounts of
                                                  
(the “Trust”) under and on behalf of
                                                                            
(the “Plan”), a duly formed employee benefit
plan subject to the Employee Retirement Income Security Act of 1974, as amended
(“ERISA”) or a duly formed governmental
plan subject to rules substantially similar to Section 406 of ERISA or Section
4975 of the Internal Revenue Code of 1986, as amended (the “Code”),
the undersigned each continuously represent and warrant to Barclays that the
documents under which the Plan and Trust were established, as such documents
have been amended from time to time, authorize the undersigned to open one or
more accounts in the name of the Trust with Barclays for the purpose of trading
in Contracts and that the undersigned, or any agent of the undersigned
designated by the undersigned, be and hereby are authorized to act for the Trust
in every respect regarding the Trust’s Account(s), the authority hereby granted
including, without limitation, the power to do each of the following acts
necessary in connection with the Account(s) and the transactions effected
therein:


 


(a)                                  To open one or
more accounts in the name
of                                    
as Trustee(s) of the Trust with Barclays for the purpose of trading in
Contracts, and to execute in the name of the Trust and deliver to Barclays the
Agreement and any and all other agreements, documents, instruments or notices
(collectively, the “Relevant Agreements”)
necessary to the opening, maintenance and/or trading of such Account(s);


 


(b)           To buy, sell
and trade and agree to buy, sell and trade Contracts, on margin or otherwise,
which power to sell includes the power to sell “short”;


 


(c)           To effect and
receive payment and delivery in the performance of Contracts and any
obligations undertaken in connection therewith;


 


(d)           To deposit with
and withdraw from Barclays any money, securities, commodities, Contracts and
contracts for the purchase or sale of securities and other property;


 


(e)           To engage in
trades opposite Barclays or its affiliates, in accordance with the CEA and the
rules and regulations promulgated thereunder, and applicable Transaction
Facility’s rules;


 


(f)            To receive and
promptly comply with any request or demand for additional margin, any notice of
intention to liquidate, and any notice or demand of any other nature; and


 


(g)           To take such
other actions as may be necessary or desirable to carry out the intent of the
foregoing and the satisfaction of each and every obligation of the Plan in
connection with the Account(s) and the transactions effected therein.


 


2.             The undersigned
each continuously represent and warrant to Barclays that:


 


(a)           the Plan has
appointed
                                              
(the “Advisor”);


 


(b)           the Advisor is
a qualified professional asset manager within the meaning of Prohibited
Transaction Class Exemption 84-14 (“PTE 84-14”)
under ERISA;


 


(c)           the terms of
the transactions under the Relevant Agreements and this Employee Benefit Plan
Authorization are and will be negotiated on behalf of the Trust by, or under
the authority and general direction of, the Advisor;


 


B-16

















 


(d)           with respect to
any Plan subject to Title I of ERISA or Section 4975 of the Code, the Advisor
(or an investment manager acting in accordance with written guidelines
established and administered by the Advisor) makes all decisions on behalf of
the Trust to enter into such transactions, and the conditions of Part I of PTE
84-14 will otherwise be met with respect to each such transaction;


 


(e)           with respect to
any governmental Plan, no violation of any law, regulation, policy or procedure
relating to such Plan shall occur with respect to the Account and the
transactions entered into hereunder in contemplation of this Agreement; and


 


(f)            the Advisor is
authorized by the Trust to act for the Trust and to do each of the acts set forth
in Section 1 above and the following acts necessary in connection with the
Account(s) and the transactions effected therein:


 


(i)            To engage in
exchange-for-physical, exchange-for-swap, and exchange-for-risk  transactions with Barclays;


 


(ii)           To execute in
the name of the Plan and deliver to Barclays the Cross Trade Consent set forth
in the Agreement and to engage in cross trades opposite Barclays; and


 


(iii)          To borrow funds
from Barclays (on a secured basis) or its affiliates to finance any
transactions in Contracts effected through or with Barclays.


 


3.             Barclays is
hereby directed to send written confirmations of all Contracts effected by
Barclays for the Trust and all statements of account of the Trust with Barclays
and other pertinent records and documents to
                                          
(Name and Title), who is not authorized to trade with Barclays but hereby is
authorized to receive and acquiesce in the correctness of such confirmations,
statements, and other records and documents.


 


4.             The undersigned
each continuously represent and warrant that: (a) Barclays is not acting as a
fiduciary, as that term is defined in Section 3(21) of ERISA, of the Plan or
the Trust, and Barclays shall have no responsibility for the Plan’s or the
Trust’s compliance with ERISA; (b) Barclays shall have no responsibility for
the investment policies or strategies of the Plan, or the overall
diversification or prudence requirements applicable to Plan investments; (c)
any information provided by Barclays in connection with a transaction shall not
serve as the primary basis for any decision made on behalf of the Trust to
enter into the transaction, it being understood that all decisions made on
behalf of the Trust are solely within the power and discretion of the Plan
fiduciary directing the transaction; and (d) the transactions contemplated
under the Relevant Agreements and this Employee Benefit Plan Authorization
shall not give rise to any nonexempt prohibited transaction within the meaning
of Section 406 of ERISA or Section 4975 of the Internal Revenue Code of 1986,
as amended, or with respect to any governmental Plan, any provision which is
similar to Section 406 of ERISA or Section 4975 of the Code.


 


5.             Any and all
past transactions of the kind provided for by this Employee Benefit Plan
Authorization that have been previously made on behalf of or with this Plan
hereby are ratified, confirmed and approved in all respects.


 


6.             Barclays and
any interested third party is authorized to rely and act upon the foregoing representations
and warranties until such time as Barclays shall be notified otherwise in
advance and in a writing signed by the Trustee and/or the Plan Sponsor and the
Plan and
                                            
(Insert Name of the Plan Sponsor) each shall separately indemnify and hold
Barclays harmless from and against any liability, loss, cost or expense it
incurs in continuing to act in reliance upon this certification and
authorization prior to its actual receipt of any such notice.


 


B-17

















 


7.             The
Trustee, Plan Sponsor/Named Fiduciary, and Advisor should each sign below:


 


A.            Signature
of Trustee:


 




	
   

  	
   

  	
   

  
	
  (Name
  of Plan - Please Print)

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
  (Trustee’s Signature)

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (Name
  & Title - Please Print)

  	
   

  	
  (Date)

  
				






 


B.            Signature
of Plan Sponsor/Named Fiduciary:


 




	
   

  	
   

  	
   

  
	
  (Name
  of Plan Sponsor/Named Fiduciary - Please Print)

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
  (Signature)

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (Name
  & Title - Please Print)

  	
   

  	
  (Date)

  
				






 


C.            Signature
of Advisor/Qualified Professional Asset Manager:


 




	
   

  	
   

  	
   

  
	
  (Name
  of Advisor/Qualified Professional Asset Manager)

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
  (Signature)

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (Name
  & Title - Please Print)

  	
   

  	
  (Date)

  
				






 


B-18

















 


PLAN ASSET FUND
AUTHORIZATION


 


[IF NO
QPAM IS INVOLVED, CONTACT THE COMPLIANCE DEPARTMENT OF BARCLAYS CAPITAL INC. TO
DISCUSS THE SCOPE OF THE PLAN’S FUTURES TRADING ACTIVITIES AND ANY ADDITIONAL
DOCUMENTATION THAT MAY BE REQUIRED BY BARCLAYS CAPITAL INC.]


 


1.             In
consideration of the acceptance by Barclays of one or more accounts of
                                                  
(the “Fund”), a commingled investment
vehicle in which at least 25% of a class of equity interests is held by Benefit
Plan Investors (as defined below), the undersigned continuously represents and
warrants to Barclays that the documents under which the Fund was established,
as such documents have been amended from time to time, authorize the
undersigned to open one or more Accounts in the name of the Fund with Barclays
for the purpose of trading in Contracts and that the undersigned, or any agent
of the undersigned designated by the undersigned, be and hereby are authorized
to act for the Fund in every respect regarding the Fund’s Account(s), the
authority hereby granted including, without limitation, the power to do each of
the following acts necessary in connection with the Account(s) and the
transactions effected therein:


 


(a)           To open one or
more accounts in the name of the Fund with Barclays for the purpose of trading
in Contracts, and to execute in the name of the Fund and deliver to Barclays
the Agreement, the Cross Trade Consent set forth in the Agreement, and any and
all other agreements, documents, instruments or notices (collectively, the “PAFA Agreements”) necessary to the opening, maintenance
and/or trading of such Account(s);


 


(b)           To buy, sell
and trade and agree to buy, sell and trade Contracts, on margin or otherwise,
which power to sell includes the power to sell “short”;


 


(c)           To effect and
receive payment and delivery in the performance of Contracts and any
obligations undertaken in connection therewith;


 


(d)           To deposit with
and withdraw from Barclays any money, securities, commodities, Contracts and
contracts for the purchase or sale of securities and other property;


 


(e)           To engage in
trades opposite Barclays, in accordance with the CEA, as amended, the rules and
regulations promulgated thereunder, and applicable Transaction Facility rules;


 


(f)            To receive and
promptly comply with any request or demand for additional margin, any notice of
intention to liquidate, and any notice or demand of any other nature; and


 


(g)           To take such
other actions as may be necessary or desirable to carry out the intent of the
foregoing and the satisfaction of each and every obligation of the Fund in
connection with the Account(s) and the transactions effected therein.


 


2.             The undersigned
continuously represents and warrants to Barclays on behalf of the Fund that:


 


(a)                                                    
(“Manager”) has authority and control
over the investment of the Fund’s assets;


 


(b)           Manager is a
qualified professional asset manager within the meaning of Prohibited
Transaction Class Exemption 84-14 (“PTE 84-14”)
under ERISA;


 


(c)           the terms of
the transactions under the PAFA Agreements and this Plan Asset Fund
Authorization are and will be negotiated on behalf of the Fund by, or under the
authority and general direction of, Manager;


 


B-19

















 


(d)           with respect to
any Plan subject to Title I of the Employee Retirement Income Security Act of
1974 (“ERISA”) or Section 4975 of the
Internal Revenue Code of 1986 (the “Code”),
Manager (or an investment manager acting in accordance with written guidelines
established and administered by the Manager) makes all decisions on behalf of
the Fund to enter into such transactions, and the conditions of Part I of PTE
84-14 will otherwise be met with respect to each such transaction;


 


(e)           the Advisor is
authorized by the Trust to act for the Fund and to do each of the acts set
forth in Section 1 above and the following acts necessary in connection with
the Account(s) and the transactions effected therein:


 


(i)            To engage in
exchange-for-physical, exchange-for-swap, and exchange-for-risk  transactions with Barclays;


 


(ii)           To execute in
the name of the Fund and deliver to Barclays the Cross Trade Consent set forth
in the Agreement and to engage in cross trades opposite Barclays; and


 


(iii)          To borrow funds
from Barclays (on a secured basis) or its affiliates to finance any
transactions in Contracts effected through or with Barclays.


 


3.             Barclays is
hereby directed to send written confirmations of all Contracts effected by
Barclays for the Fund and all statements of account of the Fund with Barclays
and other pertinent records and documents to
                                          
(Name and Title), who is not authorized to trade with Barclays but hereby is
authorized to receive and acquiesce in the correctness of such confirmations,
statements, and other records and documents.


 


4.             The undersigned
each continuously represent and warrant that: (a) Barclays is not acting as a
fiduciary, as that term is defined in Section 3(21) of ERISA, of the Fund or of
any Benefit Plan Investor in the Fund, and Barclays shall have no
responsibility for the compliance with ERISA by the Fund or any Benefit Plan
Investor in the Fund; (b) Barclays shall have no responsibility for the
investment policies or strategies of the Fund or of any Benefit Plan Investor
in the Fund, or the overall diversification or prudence requirements applicable
to the investments of any Benefit Plan Investor in the Fund; (c) any
information provided by Barclays in connection with a transaction shall not
serve as the primary basis for any decision made on behalf of the Fund to enter
into the transaction, it being understood that all decisions made on behalf of
the Fund are solely within the power and discretion of the Manager; and (d) the
transactions contemplated under the Agreements and this Authorization shall not
give rise to any nonexempt prohibited transaction within the meaning of Section
406 of ERISA or Section 4975 of the Internal Revenue Code of 1986, as amended.


 


5.             Any and all
past transactions of the kind provided for by this certification and authorization
that have been previously made on behalf of or with this Fund hereby are
ratified, confirmed and approved in all respects.


 


6.             Barclays and
any interested third party is authorized to rely and act upon the foregoing
representations and warranties until such time as Barclays shall be notified
otherwise in advance and in a writing signed on behalf of the Fund by a person
authorized to do so and the Fund and Manager each shall separately indemnify
and hold Barclays harmless from and against any liability, loss, cost or
expense it incurs in continuing to act in reliance upon this Plan Asset Fund
Authorization prior to its actual receipt of any such notice.


 


7.             For purposes of
this Agreement, “Benefit Plan Investor” means (i)
an employee benefit plan which is subject to the fiduciary rules of Part 4 of
Title I of ERISA, (ii) an individual retirement account (“IRA”),
Keogh plan or other plan subject to Section 4975 of the Code or (iii) an entity
whose underlying assets include assets of a plan described in (i) or (ii) by
reason of such a plan’s investment (direct or indirect) in the entity.  An entity described in (iii) will be treated
as a Benefit Plan Investor only to the extent of the percentage of the equity
interests in such entity held by Benefit Plan Investors.


 


B-20

















 


8.             The
Fund and the Manager should each sign below:


 


A.            Signature
for the Fund:


 




	
   

  	
   

  	
   

  
	
  (Name
  of Fund - Please Print)

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
  (Signature)

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (Name
  & Title - Please Print)

  	
   

  	
  (Date)

  
				






 


 


B.            Signature
of Manager:


 




	
   

  	
   

  	
   

  
	
  (Name
  of Manager/Qualified Professional Asset Manager)

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
  (Signature)

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (Name
  & Title - Please Print)

  	
   

  	
  (Date)

  
				






 


B-21