Exhibit 10.2


 


COLLATERAL SUB-ADVISORY AGREEMENT


 


AGREEMENT
made as of this 27th day of September, 2010 (this “Agreement”),
by and between Nuveen Diversified Commodity Fund, a Delaware statutory trust
(the “Fund”), Nuveen Commodities Asset Management, LLC, a Delaware
limited liability company (“Manager”), and Nuveen Asset Management, a
Delaware corporation (“Collateral Subadvisor”).


 


WHEREAS,
Manager serves as the investment manager for the Fund, pursuant to that certain
Investment Management Agreement between Manager and the Fund (as such agreement
may be modified from time to time, the “Management Agreement”); and


 


WHEREAS,
Manager desires to retain Collateral Subadvisor to furnish investment advisory
services for the Fund, upon the terms and conditions hereafter set forth.


 


NOW,
THEREFORE, in consideration of the mutual covenants herein contained, the
parties hereto agree as follows:


 


1.               Appointment.  Manager hereby appoints Collateral Subadvisor
to provide sub-investment advisory services to the Fund in the management of
the Fund’s Collateral (as defined below) for the period and on the terms set
forth in this Agreement.  Collateral
Subadvisor accepts such appointment and agrees to furnish the services herein
set forth for the compensation herein provided.


 


2.               Services to be Performed.  Subject always to the supervision of Manager,
Collateral Subadvisor will furnish an investment program in respect of, make
investment decisions for, and place all orders for the purchase and sale of
securities of the U.S. government, its agencies and instrumentalities,
corporate obligations and other high quality instruments comprising the Fund’s
assets not deposited with its clearing broker(s) to secure commodity
futures or options contracts (“Collateral”), all on behalf of the Fund
and as described in the Fund’s registration statement on Form S-1 as
declared effective by the United States Securities and Exchange Commission (the
“Registration Statement”), consistent with the investment objectives and
restrictions of the Fund described therein. 
In the performance of its duties, Collateral Subadvisor will satisfy its
fiduciary duties to the Fund, will select and monitor the Fund’s investments in
Collateral and will comply with the provisions of the Fund’s Amended and
Restated Trust Agreement (the “Trust Agreement”) as filed with the
Registration Statement, as the Trust Agreement may be amended from time to time
(to the extent Collateral Subadvisor has been notified in writing of such
amendments), and the Fund’s investment objectives, policies and restrictions as
disclosed in the Registration Statement, as such investment objectives,
policies and restrictions may be amended from time to time (to the extent
Collateral Subadvisor has been notified in writing of such amendments).  Manager will provide Collateral Subadvisor
with current copies of the Fund’s organizational documents, prospectus and any
amendments thereto, and any written objectives (as contained in the investment
guidelines, if any), policies, procedures or limitations not appearing therein
as they may be relevant to Collateral Subadvisor’s performance under this
Agreement, all of which will be binding on Collateral Subadvisor upon receipt
thereof from Manager.  Collateral
Subadvisor and Manager will each make its


 

















 


officers and employees available to the other from time to time at
reasonable times to review investment policies of the Fund and to consult with
each other regarding the investment affairs of the Fund.  Collateral Subadvisor will report to Manager
with respect to Collateral Subadvisor’s services hereunder


 


Collateral
Subadvisor is authorized to select the brokers that will execute the purchases
and sales of Collateral for the Fund and is directed to use its commercially
reasonable efforts to obtain a combination of best price and execution, taking
into account all appropriate factors, including price, commission, size and
difficulty of the transaction and research or other services provided.  It is understood that Collateral Subadvisor
will not be deemed to have acted unlawfully, or to have breached a fiduciary
duty to the Fund, or be in breach of any obligation owing to the Fund under
this Agreement, or otherwise, solely by reason of its having caused the Fund to
pay a member of a securities exchange or a broker a commission for effecting a
transaction for the Fund in excess of the amount of commission another member
of an exchange or broker would have charged if Collateral Subadvisor determined
in good faith that the commission paid was reasonable in relation to the
brokerage or research services provided by such member or broker, viewed in
terms of that particular transaction or Collateral Subadvisor’s overall
responsibilities with respect to its accounts, including the Fund, as to which
it exercises investment discretion.  In
addition, if in the judgment of Collateral Subadvisor, the Fund would be
benefited by supplemental services, Collateral Subadvisor is authorized to pay
commissions to brokers furnishing such services in excess of commissions that
another broker may charge for the same transaction, provided that Collateral
Subadvisor determined in good faith that the commission paid was reasonable in
relation to the services provided. 
Collateral Subadvisor will properly communicate to Manager such information
relating to transactions for the Fund as Manager may reasonably request.  In no instance will Collateral be purchased
from the Fund or sold by the Fund to Manager, Collateral Subadvisor or any
affiliated person of the Fund, Manager or Collateral Subadvisor.


 


Collateral
Subadvisor further agrees that it:


 


a)              will use the same degree of
skill and care in providing such services as it uses in providing services to
fiduciary accounts for which it has investment responsibilities;


 


b)             will conform to all applicable
rules and regulations of the United States Securities and Exchange
Commission (the “SEC”) in all material respects and in addition will
conduct its activities under this Agreement in accordance with any applicable
regulations of any governmental authority pertaining to its investment advisory
and trading activities;


 


c)              will report regularly to
Manager and will make appropriate persons available for the purpose of
reviewing with representatives of Manager on a regular basis the management of
the Fund’s Collateral, including, without limitation, review of the general
investment strategies of the Fund with respect to Collateral Subadvisor’s
management of the Fund’s Collateral and the performance of the Fund’s
Collateral in relation to standard industry indices and general conditions
affecting the marketplace, and will provide various other reports from time to
time as reasonably requested by Manager;


 


2

















 


d)             will monitor the pricing of
the Fund’s Collateral, and events relating to the collateral markets in which
the Fund trades, and will notify Manager promptly of any market events or other
situations that come to its attention (particularly those that may occur after
the close of a foreign market in which the Fund’s Collateral may primarily
trade but before the time at which the Fund’s Collateral is priced on a given
day) that may materially impact the pricing of one or more of the Fund’s
Collateral.  In addition, Collateral
Subadvisor will assist Manager in evaluating the impact that such an event may
have on the net asset value of the Fund and in determining a recommended fair
value of the affected asset or assets; and


 


e)              will prepare such books and
records with respect to the Fund’s Collateral as reasonably requested by
Manager and will furnish Manager such periodic and special reports as Manager
may reasonably request.


 


3.               Preparation of Materials.  Collateral Subadvisor will cooperate with the
Fund in the Fund’s endeavors to prepare and update, or cause to be prepared and
updated, the Registration Statement and a prospectus and disclosure document
included therein (the “Prospectus”), promotional brochures or other
marketing materials as well as any other materials reasonably requested or
required by Manager in connection with the organization, operation, or
marketing of the Fund or the registration or renewal of registration of the
Fund’s shares (the “Shares”) for sale to the public in all applicable
jurisdictions (collectively, with the Registration Statement and Prospectus,
the “Materials”).  In this regard,
Collateral Subadvisor will furnish to Manager such information as may be
reasonably requested for inclusion in such Materials.  Moreover, Collateral Subadvisor agrees to
provide to Manager such information as Manager requests in order for Manager to
make all necessary disclosures regarding Collateral Subadvisor, its principals,
its trading performance, customer accounts and otherwise as are required in the
judgment of Manager to be made in such Materials.


 


4.               Representations and
Warranties of Manager. 
Manager hereby represents and warrants to Collateral Subadvisor that:


 


a)              Manager is duly formed and
validly existing as a Delaware limited liability company, with full power to
carry out its obligations under this Agreement and the Trust Agreement.


 


b)             This Agreement has been duly
and validly authorized, executed and delivered by, and is a valid and binding
contract of, Manager, enforceable in accordance with its terms.


 


c)              Manager has met, and will
continue to meet for so long as this Agreement remains in effect, any
applicable federal or state requirements, or the applicable requirements of any
regulatory agency or self-regulatory organization, necessary to be met in order
to perform services for the Fund pursuant to this Agreement.


 


d)             Manager is a commodity pool
operator and commodity trading advisor duly registered with the United States
Commodity Futures Trading Commission (“CFTC”) and is a member in good
standing of the National Futures Association (“NFA”).  Manager shall


 


3

















 


maintain such registrations and membership in good standing during the
term of this Agreement.  Further, Manager
agrees to notify Collateral Subadvisor promptly upon (i) a statutory
disqualification of Manager under Sections 8a(2) or 8a(3) of the
Commodity Exchange Act of 1936, as amended (“CEA”), (ii) a
suspension, revocation or limitation of Manager’s commodity trading advisor or
commodity pool operator registration or NFA membership, or (iii) the
institution of an action or proceeding that could lead to a statutory
disqualification under the CEA or an investigation by any governmental agency
or self-regulatory organization of which Manager is subject or has been advised
it is a target.


 


e)              The Materials do not and
will not contain any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances in which they are made, not misleading,
or omit to state any material information required to be disclosed therein
under the CEA, the Securities Act of 1933, as amended, and the rules promulgated
thereunder; provided, however, that this representation and warranty shall not
apply to any statements or omissions made in reliance upon and in conformity
with information furnished to Manager by or on behalf of Collateral Subadvisor,
as to it, including, without limitation, all references to Collateral
Subadvisor and its affiliates, controlling persons, shareholders, partners,
directors, officers and employees, as well as to Collateral Subadvisor’s
investment approach and past performance history, which has been or may be
provided by Collateral Subadvisor for inclusion in the Materials.


 


f)                Shares of the Fund will be
offered and sold in compliance with the requirements set forth in the
Registration Statement, the Prospectus, the Trust Agreement and the letter
issued by the Division of Clearing and Intermediary Oversight of the CFTC dated
March 29, 2010 (the “Staff Letter”).  In connection with the offer and sale of the
Shares, Manager will, and Manager will use its reasonable efforts to ensure
that any third party selling agents will, comply fully at all times with all
federal, state and foreign securities laws, the CEA, the Staff Letter, and all rules and
regulations applicable to the offer and sale of the Shares to the public.


 


g)             Manager has received, on
behalf of the Fund, Collateral Subadvisor’s Form ADV, Part II (“Form ADV”)
at least 48 hours prior to entering into this Agreement and is familiar with
the matters set forth therein.


 


h)             The representations and
warranties made in this Agreement by Manager shall be continuing during the
term of this Agreement, and if at any time any event has occurred which would
make or tend to make any of the foregoing not true, Manager will promptly
notify Collateral Subadvisor.


 


5.               Representations and
Warranties of Collateral Subadvisor.  Collateral Subadvisor hereby represents and
warrants to the Fund and Manager that:


 


a)              Collateral Subadvisor’s Form ADV,
and any other information relating to Collateral Subadvisor, its businesses,
principals, and past performance record that has been


 


4

















 


requested by Manager, has been delivered to Manager and is current,
accurate and complete in all material respects and is in compliance with all
applicable laws, rules and regulations, including the Investment Advisers
Act of 1940, as amended (“Advisers Act”), and Collateral Subadvisor will
provide Manager with updated or amended copies of any such materials when and
if such materials are updated or amended.


 


b)             To the extent reasonably
available to it, Collateral Subadvisor has supplied or upon request will
supply, and has made available or upon request will make available, for review
by Manager or its agents substantially all documents, statements, agreements,
confirmations and workpapers relating to all accounts managed by Collateral
Subadvisor and any other persons or entities controlled by Collateral
Subadvisor for the period covered in any Materials, and Manager shall keep such
information confidential; provided, however, that Collateral Subadvisor may, in
its discretion, withhold from any such Materials the name of the client for
whom such account is maintained and any proprietary information relating to
Collateral Subadvisor’s trading methodologies.


 


c)              Collateral Subadvisor has
met, and will continue to meet for so long as this Agreement remains in effect,
any applicable federal or state requirements, or the applicable requirements of
any regulatory agency or industry self-regulatory organization, necessary to be
met in order to perform services for the Fund pursuant to this Agreement.


 


d)             Collateral Subadvisor is an investment
adviser duly registered with the SEC. 
Collateral Subadvisor shall maintain such registration in good standing
during the term of this Agreement. 
Further, Collateral Subadvisor agrees to notify Manager promptly upon (i) the
issuance of an order under Section 203(e) of the Advisers Act, (ii) the
occurrence of any event that would disqualify Collateral Subadvisor from
serving as an investment adviser to the Fund, or (iii) the institution of
an action or proceeding that could lead to the issuance of an order under Section 203(e) of
the Advisers Act or an investigation by any governmental agency or
self-regulatory organization of which Collateral Subadvisor is subject or has
been advised it is a target.


 


e)              Collateral Subadvisor is a
Delaware corporation with full power and authority to enter into this
Agreement.


 


f)                This Agreement has been duly
and validly authorized, executed and delivered by, and is a valid and binding
contract of, Collateral Subadvisor enforceable in accordance with its terms.


 


g)             The representations and
warranties made in this Agreement by Collateral Subadvisor shall be continuing
during the term of this Agreement, and if at any time any event has occurred
which would make or tend to make any of the representations and warranties in
this Agreement not true, Collateral Subadvisor will promptly notify Manager.


 


6.               Expenses.  During the term of this Agreement, Collateral
Subadvisor will pay all expenses incurred by it in connection with its
activities under this Agreement other than the cost of


 


5

















 


investments (including
brokerage commissions and other related expenses) purchased or sold for the
Fund.


 


7.               Compensation.  For the services provided and the expenses
assumed pursuant to this Agreement, Manager will pay Collateral Subadvisor, and
Collateral Subadvisor agrees to accept as full compensation therefor, an annual
management fee based on the Fund’s average daily net assets (total assets of
the Fund, minus the sum of its accrued liabilities) calculated as follows:


 


	
  Average Daily Net Assets

  	
   

  	
  Annual Management Fee

  	
   

  
	
  Up to $500 million

  	
   

  	
  0.3000

  	
  %

  
	
  $500 million to $1 billion

  	
   

  	
  0.2875

  	
  %

  
	
  $1 billion to $1.5 billion

  	
   

  	
  0.2750

  	
  %

  
	
  $1.5 billion to $2 billion

  	
   

  	
  0.2625

  	
  %

  
	
  $2 billion and over

  	
   

  	
  0.2500

  	
  %

  



 


The
management fee shall accrue on each calendar day, and shall be payable monthly
on the first business day of the next succeeding calendar month.  The daily fee accrual shall be computed by
multiplying the fraction of one divided by the number of days in the calendar
year by the applicable annual rate of fee, and multiplying this product by the
net assets of the Fund (not reduced by its cash reserves) as of the close of
business on the last preceding business day on which the Fund’s net asset value
was determined.  The Fund’s net asset
value for this purpose shall be calculated as provided in the Fund’s prospectus
then in effect.


 


The Fund pays all other
costs and expenses of its operations, including custody fees, transfer agent
expenses, legal fees, expenses of independent auditors, expenses of preparing,
printing and distributing shareholder reports, notices, proxy statements,
reports to governmental agencies or self-regulatory organizations, and taxes,
if any.


 


For
the month and year in which this Agreement becomes effective or terminates,
there shall be an appropriate proration on the basis of the number of days that
the Agreement is in effect during the month and year, respectively.


 


8.               Independence of Collateral
Subadvisor.  Collateral
Subadvisor shall for all purposes herein be deemed to be an independent
contractor and shall, unless otherwise expressly provided or authorized herein,
have no authority to act for or represent Manager or the Fund in any way or
otherwise be deemed an agent of Manager or the Fund.  Collateral Subadvisor shall not offer or sell
or solicit any offers to purchase the Shares. 
However, when requested by Manager at such reasonable times and upon
adequate notice as mutually agreed to, Collateral Subadvisor will assist in the
general explanation and presentation of Collateral Subadvisor’s investment
strategies and methods solely to the employees of Manager or its affiliates and
to the Fund’s selling agents or to other agents of Manager; provided, however,
that nothing in this section will require Collateral Subadvisor to disclose
confidential and proprietary information concerning its investment strategies
and methods.  The parties acknowledge
that Collateral Subadvisor, individually or in conjunction with Manager, has
not been an organizer or promoter of the Fund. 
Nothing herein contained shall be deemed to require the


 


6

















 


Fund to take any action contrary to the Trust Agreement, the Staff
Letter, or any applicable statute, regulation or exchange rule.


 


9.               Services to Others.  Manager understands that Collateral
Subadvisor now acts, or may in the future act, as an investment adviser to
other investment funds, provided that whenever the Fund and one or more other
investment advisory clients of Collateral Subadvisor have available funds for
investment, investments suitable and appropriate for each will be allocated in
a manner believed by Collateral Subadvisor to be equitable to each.  Manager recognizes that in some cases this
procedure may adversely affect the size of the position that the Fund may
obtain in a particular Collateral investment. 
It is further agreed that, on occasions when Collateral Subadvisor deems
the purchase or sale of Collateral to be in the best interests of the Fund as
well as other accounts, it may, to the extent permitted by applicable law, but
will not be obligated to, aggregate the Collateral to be so sold or purchased
for the Fund with those to be sold or purchased for other accounts in order to
obtain favorable execution and lower brokerage commissions.  In addition, Manager understands that the
persons employed by Collateral Subadvisor to assist in Collateral Subadvisor’s
duties under this Agreement will devote such efforts and service to the Fund as
Collateral Subadvisor deems appropriate. 
It is also agreed that Collateral Subadvisor may use any supplemental
research obtained for the benefit of the Fund in providing investment advice to
its other investment advisory accounts or for managing its own accounts.


 


10.         Records of the Fund.  Manager will instruct the Fund’s broker(s) to
furnish copies of all trade confirmations and monthly trading reports to
Collateral Subadvisor.  Collateral
Subadvisor will maintain a record of all orders for Collateral for the Fund’s
account that have been filled and will monitor the Fund’s open Collateral
positions.  Upon the request of Manager,
Collateral Subadvisor shall permit Manager or its agent to inspect such
information as Manager may reasonably request for the purpose of confirming
that the Fund has been treated equitably with respect to trading conducted
during the term of this Agreement by all accounts controlled by Collateral
Subadvisor or its principals.  Collateral
Subadvisor shall permit Manager to inspect the investment records of Collateral
Subadvisor, its principals and other clients for the purpose of confirming that
the Fund is being treated equitably by Collateral Subadvisor, including with
respect to any modifications of investment strategies resulting from priorities
of order entry to Collateral Subadvisor’s accounts, and Manager shall keep such
information confidential; provided, however, that Collateral Subadvisor may, in
its discretion, withhold from any such inspection the name of the client for
whom such account is maintained.


 


11.         Limitation of Liability. Collateral
Subadvisor shall not be liable for, and Manager will not take any action
against Collateral Subadvisor to hold Collateral Subadvisor liable for, any
error of judgment or mistake of law or for any loss suffered by the Fund
(including, without limitation, by reason of the purchase, sale or retention of
any asset) in connection with the performance of Collateral Subadvisor’s duties
under this Agreement, except for a loss resulting from willful misfeasance, bad
faith or gross negligence on the part of Collateral Subadvisor in the
performance of its duties under this Agreement, or by reason of its reckless
disregard of its obligations and duties under this Agreement.


 


7
















 


12.   Indemnity.


 


a)     In any threatened, pending
or completed action, suit, or proceeding to which Collateral Subadvisor, its
shareholders, officers, directors, employees or associated persons
(collectively, “its affiliates”) was or is a party or is threatened to be made
a party by reason of the fact that Collateral Subadvisor is or was an
investment adviser of the Fund or otherwise, the Fund and Manager, jointly and
severally, shall indemnify and hold harmless, subject to subsection (d) below,
Collateral Subadvisor and its affiliates against any loss, liability, damage,
cost, expenses (including attorneys’ fees and accountants’ fees), judgments and
amounts paid in settlement actually and reasonably incurred by it or its
affiliates in connection with any action, suit or proceeding if Collateral
Subadvisor acted in good faith and in a manner it reasonably believed to be in
or not opposed to the best interests of the Fund, and provided that its conduct
does not constitute willful misfeasance, bad faith or gross negligence or
reckless disregard of its obligations and duties under this Agreement.  The termination of any action, suit or
proceeding by judgment, order or settlement shall not, of itself, create a
presumption that Collateral Subadvisor acted in good faith and in a manner
which it reasonably believed to be in or not opposed to the best interests of
the Fund.


 


b)    Expenses incurred in
defending a threatened or pending civil, administrative or criminal action,
suit or proceeding against Collateral Subadvisor or its affiliates may, in the
sole discretion of Manager, be paid by the Fund and/or Manager in advance of
the final disposition of such action, suit or proceeding, if and to the extent
that the person on whose behalf such expenses are paid shall agree to reimburse
the Fund and/or Manager, as applicable, in the event indemnification is not
permitted under this Section 12.


 


c)     Collateral Subadvisor agrees
to indemnify, defend and hold harmless the Fund, Manager and Manager’s members,
officers, directors, employees or associated persons (collectively, “its
affiliates”) against any loss, liability, damage, cost, expenses (including
attorneys’ fees and accountants’ fees), judgments and amounts paid in
settlement actually and reasonably incurred by it or its affiliates by reason
of any act or omission of Collateral Subadvisor relating to the Fund (including
costs and expenses of investigating and defending any claims, demand or suit
and attorneys’ and accountants’ fees) if such act or omission materially
violated the terms of this Agreement or involved willful misfeasance, bad faith
or gross negligence on the part of Collateral Subadvisor in the performance of
its duties under this Agreement, or by reason of its reckless disregard of its
obligations and duties under this Agreement.


 


d)    Any indemnification under
subsections (a) or (c) above, unless ordered by a court or
administrative forum, shall be made only as authorized in the specific case and
only upon a determination by independent legal counsel in a written opinion
that indemnification is proper in the circumstances because the party claiming
indemnification (the “Indemnitee”) has met the applicable standard of
conduct set forth in subsection (a) or (c), as the case may be.  To the extent that the Indemnitee or its
affiliates have been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in subsection (a) or (c) above,
or in defense of any claim, issue or matter therein, the


 


8

















 


immediately preceding sentence of this subsection (d) shall not
apply and the party obligated to indemnify the other party (the “Indemnitor”)
shall indemnify the Indemnitee or its affiliates against the expenses,
including attorneys’ and accountants’ fees, actually and reasonably incurred by
it or its affiliates in connection therewith.


 


e)     In the event that any claim,
dispute or litigation arises between Collateral Subadvisor and any party other
than the Fund or Manager, which claim, dispute or litigation is unrelated to
the Fund’s business, and if the Fund or Manager are made a party to such claim,
dispute or litigation by such other party, Collateral Subadvisor shall defend
any actions brought in connection therewith on behalf of the Fund and/or
Manager each of whom agree to cooperate in such defense and Collateral
Subadvisor shall indemnify and hold harmless the Fund and Manager from and with
respect to any amounts awarded to such other party.  If any claim, dispute or litigation arises
between the Fund and/or Manager and any party other than Collateral Subadvisor
which claim, dispute or litigation is unrelated to Collateral Subadvisor’s
duties under this Agreement, and if Collateral Subadvisor is made a party to
such claim, dispute or litigation by such other party, the Fund and/or Manager, jointly and severally, shall defend any actions
brought in connection therewith on behalf of Collateral Subadvisor or its
principals, each of whom agree to cooperate in such defense and the Fund and/or
Manager, jointly and severally, shall indemnify and hold harmless Collateral
Subadvisor and its affiliates from and with respect to any amounts awarded to
such other party.  Notwithstanding any
other provision of this subsection (e), if, in any claim as to which indemnity
is or may be available, any indemnified party reasonably determines that its
interests are or may be, in whole or in part, adverse to the interests of the
indemnifying party, the indemnified party may retain its own counsel in
connection with such claim and shall be indemnified by the indemnifying party
for any legal or any other expenses reasonably incurred in connection with
investigating or defending such claim.


 


f)     None of the foregoing
provisions for indemnification shall be applicable with respect to default
judgments, confessions of judgment or settlements entered into by the
Indemnitee without the prior consent of the Indemnitor; provided, however, that
should the Indemnitor refuse to consent to a settlement approved by the
Indemnitee, the Indemnitee may effect such settlement, pay such amount in
settlement as it shall deem reasonable and seek a judicial or regulatory
determination with respect to reimbursement by the Indemnitor of any loss,
liability, damage, cost or expenses (including reasonable attorneys’ and
accountants’ fees) incurred by the Indemnitee in connection with such
settlement to the extent such loss, liability, damage, cost or expense
(including reasonable attorneys’ and accountants’ fees) was caused by or
resulted from a material violation of this Agreement by the Indemnitor or
violation of the standard of conduct set forth herein.  Notwithstanding the foregoing, the Indemnitor
shall, at all times, have the right to offer to settle any matters, and if the
Indemnitor successfully negotiates a settlement and tenders payment therefor to
the Indemnitee, the Indemnitee must either use its best efforts to dispose of
the matter in accordance with the terms and conditions of the proposed
settlement or the Indemnitee may refuse to settle the matter and continue its
defense in which latter event the maximum liability of the Indemnitor to the
Indemnitee shall be the amount of said proposed settlement.


 


9

















 


g)    The foregoing provisions for
indemnification shall survive the termination of this Agreement.


 


h)    Collateral Subadvisor
acknowledges as to it that the indemnities provided in this Agreement by
Manager and the Fund to Collateral Subadvisor shall be inapplicable in the
event of any liability accruing to the extent, if any, caused by or based upon
Collateral Subadvisor’s misrepresentations, omissions or breach of any warranty
in this Agreement.


 


13.   Term; Termination; Amendment.  This Agreement shall become effective with
respect to the Fund on the same date as the Management Agreement between the
Fund and Manager becomes effective, and shall remain in effect until otherwise
terminated pursuant to this Section 13.


 


This
Agreement may be terminated at any time, without penalty, by either Manager or
Collateral Subadvisor upon 120 days written notice.


 


Termination
of this Agreement shall not affect the right of Collateral Subadvisor to
receive payments on any unpaid balance of the compensation described in Section 7
earned prior to the effective date of such termination.


 


14.   Notice.  Any notice under this Agreement shall be in
writing, addressed and delivered or mailed, postage prepaid, to the other party


 


	
  If
  to Manager or the Fund:

  	
   

  	
  If
  to Collateral Subadvisor:

  
	
   

  	
   

  	
   

  
	
  Nuveen
  Commodities Asset Management, LLC

  	
   

  	
  Nuveen
  Asset Management

  
	
  333
  West Wacker Drive

  	
   

  	
  333
  West Wacker Drive

  
	
  Chicago, Illinois
  60606

  	
   

  	
  Chicago, IL
  60606

  
	
  Attention:  Gifford
  R. Zimmerman

  	
   

  	
  Attention:  Kevin
  J. McCarthy

  
	
   

  	
   

  	
   

  
	
  With
  a copy to:

  	
   

  	
  With
  a copy to:

  
	
   

  	
   

  	
   

  
	
  Nuveen
  Investments, Inc.

  	
   

  	
  Nuveen
  Investments, Inc.

  
	
  333
  West Wacker Drive

  	
   

  	
  333
  West Wacker Drive

  
	
  Chicago, Illinois
  60606

  	
   

  	
  Chicago, IL
  60606

  
	
  Attention:
  General Counsel

  	
   

  	
  Attention:
  General Counsel

  



 


or
such address as each such party may designate for the receipt of such notice.


 


10

















 


15.   Assignment and Successors.  This Agreement may not be assigned (within
the meaning of the Advisers Act) nor the duties hereunder delegated by either
party without the express written consent of the other party.  This Agreement is made solely for the benefit
of, and shall be binding upon, the parties and their respective successors and
assigns, and no other person shall have any right or obligation under it.


 


16.   Notice of Threatened,
Pending or Completed Actions, Suits or Proceedings.


 


a)     Manager will promptly give
written notice to Collateral Subadvisor of: 
(i) any threatened, pending or completed action, suit or
proceedings (including without limitation any reparations or administrative
proceeding threatened or instituted under the CEA) to which Manager or the Fund
was or is a party or is threatened to be a party; and (ii) any judgments
or amounts paid by Manager or the Fund in settlement in connection with any
such threatened, pending or completed action, suit or proceeding.


 


b)    Collateral Subadvisor will
promptly give written notice to Manager of: 
(i) any threatened, pending or completed action, suit or proceeding
(including without limitation any reparations or administrative proceeding
threatened or instituted under the CEA) to which Collateral Subadvisor was or
is a party or is threatened to be a party; and (ii) any judgments or
amounts paid by Collateral Subadvisor in settlement in connection with any such
threatened, pending or completed action, suit or proceeding.


 


c)     Written notices required to
be given pursuant to this Section 16 shall contain all pertinent
information concerning the threatened, pending or completed action, suit or
proceeding and, in the case of any pending or completed action suit or
proceeding, shall include a copy of the complaint, petition or similar
documents asserting a claim.


 


d)    Manager and Collateral
Subadvisor agree to use their best efforts to maintain the confidentiality of
notices received pursuant to this Section 16 and agree not to disclose the
contents of such notices to persons other than their affiliates and advisors,
or except as may be required, in their good faith judgment, by any applicable
law or regulation.


 


17.   Miscellaneous.  The captions in this Agreement are included
for convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect. If any
provision of this Agreement is held or made invalid by a court decision,
statute, rule or otherwise, the remainder of this Agreement will not be
affected thereby.


 


18.   Applicable Law, Entire
Agreement, Amendments, Arbitration.  This Agreement shall be construed in
accordance with applicable federal law and the laws of the State of Illinois.  This Agreement is the entire agreement of the
parties in respect of the subject matter and may be amended only by a writing
signed by the parties.  All disputes not
resolved by negotiation shall be exclusively resolved by confidential binding
arbitration in Chicago in accordance with the then rules of the American
Arbitration Association by a panel of three arbitrators, one selected by each
party and the third by the two so selected. 
The arbitrators shall have no


 


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authority to amend this Agreement. 
Any award by the arbitrators may be entered as a judgment by any court
having jurisdiction.


 


19.   Obligations of Fund Only.  This Agreement is executed on behalf of the
Fund by officers of the Manager as officers and not individually and the
obligations imposed upon the Fund by this Agreement are not binding upon any of
the Fund’s trustees or shareholders individually but are binding only upon the
assets and property of the Fund.


 


20.   Counterparts.  This Agreement may be executed in any number
of counterparts, each of which shall be deemed to be an original, but such
counterparts shall, together, constitute only one instrument.


 


 


[SIGNATURES ON THE FOLLOWING PAGE]


 


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IN
WITNESS WHEREOF, Manager, the Fund and Collateral Subadvisor have caused this
Agreement to be executed as of the day and year first above written.


 


	
  NUVEEN
  COMMODITIES ASSET

  MANAGEMENT, LLC, a Delaware

  limited liability company

  	
  NUVEEN
  ASSET MANAGEMENT, a

  Delaware corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/
  Gifford R. Zimmerman

  	
   

  	
  By:

  	
  /s/
  Kevin J. McCarthy

  
	
  Name:
  Gifford R. Zimmerman

  	
  Name:
  Kevin J. McCarthy

  	
   

  
	
  Title:
  Chief Administrative Officer

  	
  Title:
  Managing Director

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  NUVEEN
  DIVERSIFIED COMMODITY

  FUND, a Delaware statutory trust

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:
  NUVEEN COMMODITIES ASSET

  MANAGEMENT, LLC, its Manager

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Gifford R. Zimmerman

  	
   

  	
   

  
	
   

  	
  Name:
  Gifford R. Zimmerman

  	
   

  	
   

  
	
   

  	
  Title:
  Chief Administrative Officer

  	
   

  	
   

  
								



 


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