Exhibit 10.1


 


COMMODITY 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 Gresham Investment Management
LLC, a Delaware limited liability company (“Commodity 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 Commodity 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 Commodity Subadvisor
to provide sub-investment advisory services to the Fund in the management of
the Fund’s commodity investments for the period commencing on the Effective
Date and Time (as defined in Section 13 below) and on the terms set forth
in this Agreement.  Commodity 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,
Commodity Subadvisor will furnish an investment program in respect of, make
investment decisions for, and place all orders for the purchase and sale of
futures contracts, forward contracts, options on futures contracts and other
commodity interests (“Commodity Interests”), 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, Commodity
Subadvisor will satisfy its fiduciary duties to the Fund, will select and
monitor the Fund’s investments in Commodity Interests 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 Commodity Subadvisor
has been notified in writing of such amendments at least 90 days prior to
effectiveness), 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
Commodity Subadvisor has been notified in writing of such amendments at least
90 days prior to effectiveness).  Manager
will provide Commodity 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 Commodity Subadvisor’s performance under this Agreement, all of
which will be binding on Commodity Subadvisor upon receipt thereof from Manager
at least 90 days prior to effectiveness. 
Commodity 


 

















 


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. 
Commodity Subadvisor will report to Manager with respect to Commodity
Subadvisor’s services hereunder.


 


All
commissions and expenses arising from the trading of Commodity Interests, or
other transactions in the course of the administration of the Fund’s account,
shall be charged to the Fund’s account with its clearing broker(s).  Manager shall deliver to Commodity
Subadvisor, and renew when necessary, a commodity trading authorization
appointing Commodity Subadvisor as the Fund’s agent and attorney-in-fact for
the purpose of trading Commodity Interests on behalf of the Fund.  All trades for the account of the Fund
directed by Commodity Subadvisor shall be made through such clearing broker or
brokers as Manager directs (each, a “clearing broker”).  Notwithstanding the foregoing, Commodity
Subadvisor may place orders for Commodity Interest transactions for the Fund
through executing brokers or floor brokers selected by Commodity Subadvisor and
may execute on behalf of the Fund “give-up” agreements with such executing
brokers or floor brokers where necessary; provided that Commodity Subadvisor
will provide Manager and the Fund on a quarterly basis with a list of the
executing brokers or floor brokers Commodity Subadvisor is then using, and
Manager may, within 5 days of receiving such list after consultation with
Commodity Subadvisor, object to the use of an executing broker or floor broker
because the Manager reasonably believes the use of such executing broker or
floor broker would be detrimental to the Fund and its investors, and Commodity
Subadvisor shall cease using such broker on behalf of the Fund.  Any over-the-counter contracts in Commodity
Interests transacted for the Fund’s account will be effected through the
clearing broker or its affiliates, as agreed upon between Commodity Subadvisor
and Manager.  Commodity Subadvisor from
time to time may select other dealers through which any such contracts will be
traded, with the prior written consent of Manager.


 


Commodity
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 Commodity Futures
Trading Commission (the “CFTC”) in all material respects and in addition
will conduct its activities under this Agreement in accordance with any
applicable regulations of any governmental or self-regulatory authority
pertaining to its commodity trading advisory 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 Commodity Interests, including, without limitation, review of the
general investment strategies of the Fund with respect to Commodity Subadvisor’s
management of the Fund’s Commodity Interests and the performance of the Fund’s
Commodity Interests in relation to standard industry indices and passively
managed commodity index


 


2

















 


tracking funds and general conditions affecting the marketplace, and
will provide various other reports from time to time as reasonably requested by
Manager;


 


d)             will not, without the prior
written approval of Manager, materially deviate or change the Fund’s guidelines
governing diversification, concentration and portfolio rebalancing of the Fund’s
investments in individual commodities and commodity groups;


 


e)              will monitor the pricing of
the Fund’s Commodity Interests, and events relating to the commodity 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 Commodity Interests may
primarily trade but before the time at which the Fund’s Commodity Interests are
priced on a given day) that may materially impact the pricing of one or more of
the Fund’s Commodity Interests.  In
addition, Commodity 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


 


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


 


3.               Preparation of Materials.  Commodity Subadvisor will cooperate with the
Fund in the Fund’s endeavors to prepare and update, or cause to be prepared and
updated, if necessary, 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 Shares (as defined in the Prospectus) for sale
to the public in all applicable jurisdictions (collectively, with the
Registration Statement and Prospectus, the “Materials”).  In this regard, Commodity Subadvisor will
furnish to Manager such information as may be reasonably requested for
inclusion in such Materials.  Moreover,
Commodity Subadvisor agrees to provide to Manager such information as Manager
requests in order for Manager to make all necessary disclosures regarding
Commodity Subadvisor, its principals, its trading performance, customer
accounts and otherwise as are required in the reasonable judgment of Manager to
be made in such Materials.


 


4.               Representations and
Warranties of Manager. 
Manager hereby represents and warrants to Commodity 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.


 


3

















 


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 CFTC and is a
member in good standing of the National Futures Association (“NFA”).  Manager shall maintain such registrations and
membership in good standing during the term of this Agreement.  Further, Manager agrees to notify Commodity
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 Commodity Subadvisor
as to it, including, without limitation, all references to Commodity Subadvisor
and its affiliates, controlling persons, members, directors, officers and
employees, as well as to Commodity Subadvisor’s trading approach and past
performance record, which has been or may be provided by Commodity 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)             As of the Effective Date and
Time, the Fund will be a “qualified purchaser,” as that term is defined in Section 2(a)(51(A) of
the Investment Company Act or 1940, as amended, and thus a “qualified eligible
person,” as that term is defined in CFTC Rule 4.7(a)(2)(vi).


 


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 


 


4

















 


which would make or tend to make any of the foregoing not true, Manager
will promptly notify Commodity Subadvisor.


 


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


 


a)              The information and
materials relating to Commodity Subadvisor, its businesses, principals, and
past performance record that has been requested by Manager, has been delivered
to Manager and is current, accurate and complete in all material respects, and
notwithstanding Commodity Subadvisor’s relief from certain requirements in Part 4
of the CFTC’s regulations, the Commodity Subadvisor is in compliance with all
other applicable laws, rules and regulations.  Commodity 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, Commodity 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 pursuant to TAP®
and TAP PlusSM by Commodity Subadvisor and any other persons
or entities controlled by Commodity Subadvisor for the period covered in any
Materials, and Manager shall keep such information confidential; provided,
however, that Commodity 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 Commodity Subadvisor’s trading
methodologies.


 


c)              Commodity 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)             Commodity Subadvisor is a
commodity trading advisor duly registered with the CFTC and is a member in good
standing of the NFA.  Commodity
Subadvisor shall maintain such registration and membership in good standing
during the term of this Agreement. 
Further, Commodity Subadvisor agrees to notify Manager promptly upon (i) a
statutory disqualification of Commodity Subadvisor under Sections 8a(2) or
8a(3) of the CEA, (ii) a suspension, revocation or limitation of
Consultant’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 Commodity Subadvisor is subject or has been advised it is a target (which
investigation shall not include routine compliance examinations).


 


e)              There are no material
actions that are required to be disclosed pursuant to CFTC Rule 4.24(l),
except for the actions identified on Exhibit A hereto.


 


5

















 


f)                Commodity Subadvisor is a
Delaware limited liability company with full power and authority to enter into
this Agreement.


 


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


 


h)             The representations and
warranties made in this Agreement by Commodity 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, Commodity Subadvisor will promptly notify Manager.


 


6.               Expenses.  During the term of this Agreement, Commodity
Subadvisor will pay all expenses incurred by it in connection with its
activities under this Agreement other than the cost of 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 Commodity Subadvisor, and
Commodity Subadvisor agrees to accept as full compensation therefor, an annual
management fee of 0.35% of the Fund’s average daily net assets (total assets of
the Fund, minus the sum of its accrued liabilities).


 


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 Commodity
Subadvisor.  Commodity
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.  Commodity 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, Commodity Subadvisor will assist in the
general explanation and presentation of


 


6

















 


Commodity Subadvisor’s trading 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 Commodity Subadvisor to disclose confidential and proprietary
information concerning its trading strategies and methods.  The parties acknowledge that Commodity
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 Fund to take any
action contrary to the Trust Agreement, the Staff Letter, or any applicable
statute, regulation or exchange rule.


 


9.               Right to Advise Others.  Commodity Subadvisor’s present business is
advising with respect to the purchase and sale of Commodity Interests.  The services provided by Commodity Subadvisor
under this Agreement are not to be deemed exclusive.  Manager acknowledges that, subject to the terms
of this Agreement, Commodity Subadvisor may render advisory, consulting and
management services to other clients. 
Commodity Subadvisor shall be free to advise others and manage other
Commodity Interest trading accounts, including accounts owned by it or its
principals, during the term of this Agreement and to use the same or different
information, computer programs and trading strategy which it obtains, produces
or utilizes in the performance of services for the Fund.  In that connection, however, Commodity
Subadvisor represents and warrants that: 
(i) in rendering consulting, advisory and management services to
other Commodity Interest trading accounts and entities, it will use its best
efforts to achieve an equitable treatment of all accounts and will use a fair
and reasonable system of order entry for all accounts, and (ii) it will
not deliberately use any investment strategies for the Fund which it or its
principals know are inferior to those currently offered by Commodity Subadvisor
and employed by Commodity Subadvisor for other accounts.  In respect of the preceding sentence, the
Manager recognizes that the Fund will not trade swaps while other accounts
managed pursuant to TAP® will trade swaps, and the Manager recognizes that the
Commodity Subadvisor employs other investment strategies not utilized by the
Fund that have higher return characteristics but with higher fees, volatility
and risk.  Commodity Subadvisor agrees to
comply with the position limits imposed on certain Commodity Interest contracts
by the CFTC or applicable contract market. 
If, at any time during the term of this Agreement, Commodity Subadvisor
is required to aggregate the Fund’s Commodity Interest positions with the
positions of any other person for purposes of applying the CFTC or exchange
imposed speculative position limits, Commodity Subadvisor will promptly notify
Manager if the Fund’s positions are included in an aggregate amount which
exceeds the applicable speculative position limit.  Commodity Subadvisor represents that, if
speculative position limits are reached in any Commodity Interest contract, it
will modify the trading instructions to the Fund’s account and its other
accounts in a reasonable and good faith effort to achieve an equitable
treatment of all accounts.  Commodity
Subadvisor currently believes and represents that such speculative limits will
not materially affect its investment recommendations or strategy for the Fund
given Commodity Subadvisor’s current accounts and all proposed accounts for
which Commodity Subadvisor has a contract to act as a commodity trading
advisor.


 


7

















 


10.         Records of the Fund.  Manager will instruct the Fund’s clearing
broker(s) to furnish copies of all trade confirmations and monthly trading
reports to Commodity Subadvisor. 
Commodity Subadvisor will maintain a record of all trading orders for
the Fund’s account that have been filled and will monitor the Fund’s open
positions.  Upon the request of Manager,
Commodity Subadvisor shall permit Manager or its agents 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 with all client accounts controlled by
Commodity Subadvisor.  With respect to
the principals, Commodity Subadvisor will provide records of the proprietary
accounts of its principals traded pursuant to TAP®, to show that such
principals’ accounts have been traded equitably with other client accounts,
including the Fund; provided that any transactions relating to TAP® may be
extracted from such records to preserve the confidentiality of the principals’
trading in other programs or transactions. 
Commodity Subadvisor shall permit Manager or its agents reasonable
inspection rights to the trading records of Commodity Subadvisor and other
clients for the purpose of confirming that the Fund is being treated equitably
by Commodity Subadvisor, including with respect to any modifications of trading
or investment strategies resulting from speculative position limits and with
respect to the assignment of priorities of order entry to Commodity Subadvisor’s
accounts, and Manager shall keep such information confidential; provided,
however, that Commodity 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. Commodity
Subadvisor shall not be liable for, and Manager will not take any action
against Commodity Subadvisor to hold Commodity 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 Commodity Subadvisor’s duties under this
Agreement, except for a loss resulting from willful misfeasance, bad faith or
gross negligence on the part of Commodity 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.


 


12.         Indemnity.


 


a)              In any threatened, pending
or completed action, suit, or proceeding to which Commodity Subadvisor, its
members, 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 Commodity Subadvisor is or was a commodity trading
advisor of the Fund or otherwise, the Fund and the Manager, jointly and
severally, shall indemnify and hold harmless, subject to subsection (d) below,
Commodity 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 Commodity
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 


 


8

















 


Commodity Subadvisor did not act in good faith or 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 Commodity Subadvisor or its affiliates may, in the
sole discretion of Manager, be paid by the Fund 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
in the event indemnification is not permitted under this Section 12.


 


c)              Commodity Subadvisor agrees
to indemnify, defend and hold harmless the Fund, Manager and its affiliates (as
defined above) 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 Commodity 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 Commodity 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 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 Commodity 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, Commodity 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 Commodity
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 Commodity Subadvisor
which claim, dispute or litigation is unrelated to Commodity Subadvisor’s
duties under this Agreement, and if Commodity Subadvisor is made a party to
such claim, dispute or litigation by such other party, the Fund and/or Manager,
as the case may be, shall defend any actions brought in


 


9

















 


connection therewith on behalf of Commodity Subadvisor or its
principals, each of whom agree to cooperate in such defense and the Fund and/or Manager, as the case may be, shall indemnify and hold
harmless Commodity 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 or the representations and warranties 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.


 


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


 


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


 


i)                 The Fund and Manager
acknowledge as to each of them that the indemnities provided in this Agreement
by the Commodity Subadvisor to the Fund and Manager shall be inapplicable in
the event of any liability accruing to the extent, if any, caused by or based
upon the Fund’s or Manager’s misrepresentations, omissions or breach of any
warranty in this Agreement.


 


10
















 


j)                 Notwithstanding anything in
this Agreement to the contrary, all securities laws impose liabilities under
certain circumstances on persons who act in good faith, and, therefore, nothing
in this Agreement shall constitute a waiver or limitation of liability under
such laws to the extent (but only to the extent) such liability may not be
waived, modified or limited.


 


13.         Term; Termination; Amendment.  This Agreement shall become effective with
respect to the Fund as of the day and time the initial public offering of the
Fund’s shares pursuant to the Registration Statement closes (the “Effective
Day and Time”) 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
Commodity Subadvisor upon 120 days written notice.


 


This
Agreement may be terminated, without penalty, by Commodity Subadvisor upon 90
days written notice to Manager in the event either (i) there are
amendments to the Fund’s Amended and Restated Trust Agreement or to the Fund’s
investment objectives, policies and restrictions that are not reasonably
acceptable to Commodity Subadvisor, or (ii) Manager objects to the use of
an executing broker or floor broker that the Commodity Subadvisor represents to
Manager is critical to implement the Fund’s investment program and whose
brokerage commission rates are competitive with other recognized and
experienced executing brokers or floor brokers.


 


Termination
of this Agreement shall not affect the right of Commodity 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 Commodity Subadvisor:

  
	
  Nuveen
  Commodities Asset

  	
  Gresham
  Investment Management LLC

  
	
  Management,
  LLC

  	
  67
  Irving Place, 12th Floor

  
	
  333
  West Wacker Drive

  	
  New
  York, NY 10003

  
	
  Chicago, Illinois
  60606

  	
  Attention:
  Jonathan S. Spencer

  
	
  Attention:
  Gifford R. Zimmerman

  	
   

  
	
   

  	
   

  
	
  With
  a copy to:

  	
  With
  a copy to:

  
	
   

  	
   

  
	
  Nuveen
  Investments, Inc.

  	
  Cadwalader,
  Wickersham & Taft LLP

  
	
  333
  West Wacker Drive

  	
  700
  6th Street NW

  
	
  Chicago, Illinois
  60606

  	
  Washington,
  DC 20001

  
	
  Attention:
  General Counsel

  	
  Attn:
  Edwin Lyon, Esq.

  



 


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


 


11

















 


15.         Assignment and Successors.  This Agreement may not be assigned 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 Commodity 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)             Commodity Subadvisor will
promptly give written notice to Manager of: 
(i) any overtly threatened, pending or completed action, suit or
proceeding (including without limitation any reparations or administrative
proceeding overtly threatened or instituted under the CEA) to which Commodity
Subadvisor was or is a party or is threatened to be a party; and (ii) any
judgments or amounts paid by Commodity 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 Commodity
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 New York 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


 


12

















 


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.


 


21.         Commodity Subadvisor’s Rule 4.7
Advisory and Fund Consent.


 


PURSUANT
TO AN EXEMPTION FROM THE COMMODITY FUTURES TRADING COMMISSION IN CONNECTION
WITH ACCOUNTS OF QUALIFIED ELIGIBLE PERSONS, THIS BROCHURE OR ACCOUNT DOCUMENT
IS NOT REQUIRED TO BE, AND HAS NOT BEEN, FILED WITH THE COMMISSION. THE
COMMODITY FUTURES TRADING COMMISSION DOES NOT PASS UPON THE MERITS OF
PARTICIPATING IN A TRADING PROGRAM OR UPON THE ADEQUACY OR ACCURACY OF
COMMODITY TRADING ADVISOR DISCLOSURE. 
CONSEQUENTLY, THE COMMODITY FUTURES TRADING COMMISSION HAS NOT REVIEWED
OR APPROVED THIS TRADING PROGRAM OR THIS BROCHURE OR ACCOUNT DOCUMENT.


 


The
Fund consents to its account being managed by Commodity Subadvisor being an
exempt account under CFTC Rule 4.7.


 


[SIGNATURES ON THE FOLLOWING PAGE]


 


13

















 


IN
WITNESS WHEREOF, Manager, the Fund and Commodity 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

  	
   

  	
  GRESHAM
  INVESTMENT MANAGEMENT LLC, a Delaware limited liability company

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  Gifford R. Zimmerman

  	
   

  	
  By:

  	
  /s/
  Jonathan Spencer

  
	
  Name:
  Gifford R. Zimmerman

  	
   

  	
  Name:
  Jonathan Spencer

  
	
  Title:
  Chief Administrative Officer

  	
   

  	
  Title:
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  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

  	
   

  	
   

  
						



 


14

















 


EXHIBIT A

(Section 5e)

(List Administrative, Civil or Criminal Actions, Pending or Concluded,
or Indicate “None”)


 


15