Exhibit
10.4


 


Transfer Agency and Service Agreement


 


Among


 


Nuveen Diversified Commodity Fund


 


and


 


State Street Bank and Trust Company


 

















 


TABLE OF CONTENTS


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  1.

  	
  Appointment
  of Agent

  	
  1

  
	
   

  	
   

  	
   

  
	
  2.

  	
  Standard
  Services

  	
  2

  
	
   

  	
   

  	
   

  
	
  3.

  	
  Dividend
  Disbursing Services

  	
  3

  
	
   

  	
   

  	
   

  
	
  4.

  	
  Shareholder
  Internet Services

  	
  3

  
	
   

  	
   

  	
   

  
	
  5.

  	
  Fees
  and Expenses

  	
  4

  
	
   

  	
   

  	
   

  
	
  6.

  	
  Representations
  and Warranties of the Transfer Agent

  	
  6

  
	
   

  	
   

  	
   

  
	
  7.

  	
  Representations
  and Warranties of Fund

  	
  6

  
	
   

  	
   

  	
   

  
	
  8.

  	
  Data
  Access and Proprietary Information

  	
  6

  
	
   

  	
   

  	
   

  
	
  9.

  	
  Indemnification

  	
  8

  
	
   

  	
   

  	
   

  
	
  10.

  	
  Consequential
  Damages

  	
  10

  
	
   

  	
   

  	
   

  
	
  11.

  	
  Responsibilities
  of the Transfer Agent

  	
  10

  
	
   

  	
   

  	
   

  
	
  12.

  	
  Confidentiality

  	
  11

  
	
   

  	
   

  	
   

  
	
  13.

  	
  Covenants
  of the Fund and the Transfer Agent

  	
  12

  
	
   

  	
   

  	
   

  
	
  14.

  	
  Termination
  of Agreement

  	
  13

  
	
   

  	
   

  	
   

  
	
  15.

  	
  Assignment
  and Third Party Beneficiaries

  	
  14

  
	
   

  	
   

  	
   

  
	
  16.

  	
  Subcontractors

  	
  15

  
	
   

  	
   

  	
   

  
	
  17.

  	
  Miscellaneous

  	
  15

  
	
   

  	
   

  	
   

  
	
  18.

  	
  Limitation
  of Liability

  	
  17

  



 

















 


TRANSFER AGENCY AND SERVICE AGREEMENT


 


AGREEMENT made as of the 27th day of September, 2010, by and
among the Nuveen Diversified Commodity Fund, 
a Delaware statutory trust, and such other Nuveen Funds as may be added
to Schedule A to this Agreement from time to time by mutual agreement of the
parties, (each the “Fund”), and State Street Bank and Trust Company, a
Massachusetts trust company, having a principal office and place of business at
State Street Financial Center, One Lincoln Street, Boston, Massachusetts
02111  (the “Transfer Agent”).


 


WHEREAS, Nuveen Commodities Asset Management, LLC, the Fund’s
manager (the “Manager”) acting on behalf of the Fund, desires to appoint the
Transfer Agent as transfer agent and registrar, and as dividend disbursing
agent and processor of all payments received or made by the Fund under this
Agreement.


 


WHEREAS, the Transfer Agent desires to accept such
appointments and perform the services related to such appointments;


 


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


 


1.  Appointment of Agent.


 


1.1                                 Appointments. The Fund
hereby appoints the Transfer Agent to act as transfer agent and registrar for
all shares which represent units of fractional undivided beneficial interest in
and ownership of the Fund (“Shares”) in accordance with the terms and
conditions hereof and appoints the Transfer Agent as dividend disbursing agent
and processor of all payments received or made by or on behalf of the Fund
under this Agreement, and the Transfer Agent accepts these appointments.  The Fund shall provide the Transfer Agent
with certified copies of resolutions appointing the Transfer Agent as transfer
agent.


 


1.2                                 Documents.  In connection with the appointing of the
Transfer Agent as the transfer agent and registrar for the Fund, the Fund will
provide or has previously provided each of the following documents to the
Transfer Agent:


 


(a)          Copies (in
paper, electronic or other agreed upon format) of its Registration Statements
and amendments thereto, filed with the Securities and Exchange Commission for
initial public offerings; and


 


(b)         Specimens of
the Signatures of the officers of the Fund authorized to sign written
instructions and requests.


 

















 


1.3                                 Shares.  The Fund shall, if applicable, inform the
Transfer Agent as to (i) the existence or termination of any restrictions
on the transfer of Shares, (ii) any authorized but unissued Shares
reserved for specific purposes, (iii) any outstanding Shares which are
exchangeable for Shares and the basis for exchange, (iv) reserved Shares
subject to option and the details of such reservation and (v) special
instructions regarding dividends and information of foreign holders.


 


1.4                                 Fund’s Agent.  The Transfer Agent represents that it is
engaged in an independent business and will perform its obligations under this
Agreement as an agent of the Fund.


 


2.  Standard Services.


 


 


2.1                                 Transfer Agent
Services.  In
accordance with the procedures established from time to time by agreement
between the Fund and the Transfer Agent, the Transfer Agent shall:


 


(a)          issue and
record the appropriate number of Shares as authorized and hold such Shares in
the appropriate shareholder account;


 


(b)         effect
transfers of Shares by the registered owners thereof upon receipt of
appropriate documentation;


 


(c)          prepare and
transmit payments for dividends and distributions declared by the Fund,
provided good funds for said dividends or distributions are received by the
Transfer Agent prior to the scheduled payable date for said dividends or
distributions; and


 


(f)            issue
replacement checks and place stop orders on original checks based on a
shareholder’s representation that a check was not received or was lost, with
such stop orders and replacements deemed to have been made at the request of
the Fund, and the Fund shall be responsible for all losses or claims resulting
from such replacement.


 


2.3                                 Customary
Services.  The Transfer
Agent shall perform all the customary services of a transfer agent and of a
dividend disbursing agent and a processor of payments as described above
consistent with those requirements in effect as of the date of this Agreement.


 


2.4                                 Unclaimed
Property and Lost Shareholders.  The Transfer Agent shall report unclaimed
property to each state in compliance with state law and shall comply with Section 17Ad-17
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), for
lost shareholders.  If the Fund is not in
compliance with applicable state laws, there will be no charge for the first
two years for this service for such Fund, other than a charge for due diligence
notices (reflected on the Fee Schedule) provided that after the first two years,
the Transfer Agent will charge the Fund its then standard fee plus any
out-of-pocket expenses.


 


2

















 


3.  Dividend Disbursing
Services.


 


3.1                                 Declaration of
Dividends.  Upon
receipt of a written notice from an officer of the Manager declaring the
payment of a dividend by the Fund, the Transfer Agent shall disburse such
dividend payments provided that in advance of such payment, the Fund furnishes
the Transfer Agent with sufficient funds. 
The payment of such funds to the Transfer Agent for the purpose of being
available for the payment of dividend checks from time to time is not intended
by the Fund to confer any rights in such funds on the Fund’s shareholders
whether in trust or in contract or otherwise.


 


3.2                                 Stop Payments.  The Fund hereby authorizes the Transfer Agent
to stop payment of checks issued in payment of dividends, but not presented for
payment, when the payees thereof allege either that they have not received the
checks or that such checks have been mislaid, lost, stolen, destroyed or,
through no fault of theirs, are otherwise beyond their control and cannot be
produced by them for presentation and collection, and the Transfer Agent shall
issue and deliver duplicate checks in replacement thereof, and the Fund shall
indemnify Transfer Agent against any loss or damage resulting from reissuance
of the checks.


 


3.3                                 Tax Withholding.  The Transfer Agent is hereby authorized to
deduct from all dividends declared by the Fund and disbursed by the Transfer Agent,
as dividend disbursing agent, the tax required to be withheld pursuant to
Sections 1441, 1442 and 3406 of the Internal Revenue Code of 1986, as amended,
or by any Federal or State statutes subsequently enacted, and to make the
necessary return and payment of such tax in connection therewith.


 


3.4                                 Optional
Services.  To the
extent that the Fund elects to engage the Transfer Agent to provide the
following services the Fund shall engage the Transfer Agent to provide such
services upon terms and fees to be agreed upon by the parties:


 


(a)          Corporate
actions (including inter alia, odd lot buy backs, exchanges, mergers,
redemptions, subscriptions, capital reorganization, coordination of post-merger
services and special meetings).


 


4.  Shareholder Internet Services.


 


 


4.1                                 Shareholder
Internet Services.  The Transfer
Agent shall provide internet access to the Fund’s shareholders through a
designated web site (“Shareholder Internet Services”), which will be accessed
by the Fund’s shareholders via a link on the Fund’s web site.  The Shareholder Internet Services will be
provided pursuant to established procedures and will allow shareholders to view
their account information and perform certain on-line transaction request
capabilities.  The Shareholder Internet
Services shall be provided at no additional charge, other than the transaction
fees currently being charged for the different transactions as described on the
Fee Schedule (as defined in Section 5.1). 
The Transfer Agent 


 


3

















 


reserves the right to charge a fee for this service in the future.


 


4.2                                 Scope of
Obligations.  The Transfer
Agent shall at all times use reasonable care in performing Shareholder Internet
Services under this Agreement. With respect to any claims for losses, damages,
costs or expenses which may arise directly or indirectly from security
procedures which the Transfer Agent has implemented or omitted, the Transfer
Agent shall be presumed to have used reasonable care if it has followed, in all
material respects, its security procedures then in effect.  The Transfer Agent’s security procedures for shareholder Internet access reflect current
industry standards and the Transfer Agent shall modify such security
procedures from time to time to reflect changes in industry standards.  The Transfer Agent also may, but shall not be
required to, modify such security procedures to the extent it believes, in good
faith, that such modifications will enhance the security of Shareholder
Internet Services.  All data and
information transmissions accessed via Shareholder Internet Services are for
informational purposes only, and are not intended to satisfy regulatory
requirements or comply with any laws, rules, requirements or standards of any
federal, state or local governmental authority, agency or industry regulatory
body, including the securities industry, which compliance is the sole
responsibility of the Fund.


 


4.3                                 No Other
Warranties.  EXCEPT
AS OTHERWISE EXPRESSLY STATED IN SECTION 4.2 OF THIS AGREEMENT, THE SHAREHOLDER
INTERNET SERVICES ARE PROVIDED “AS-IS,” ON AN “AS AVAILABLE” BASIS, AND THE
TRANSFER AGENT HEREBY SPECIFICALLY DISCLAIMS ANY AND ALL REPRESENTATIONS OR
WARRANTIES, EXPRESS OR IMPLIED, REGARDING SUCH SERVICES PROVIDED BY TRANSFER
AGENT HEREUNDER, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE AND IMPLIED WARRANTIES ARISING FROM COURSE OF
DEALING OR COURSE OF PERFORMANCE.


 


5.  Fees and Expenses


 


5.1                                 Fee Schedule.  For the performance by the
Transfer Agent of the services pursuant to this Agreement, the Fund agrees to
pay the Transfer Agent an annual maintenance fee for each shareholder account
as set forth in the attached fee schedule (the “Fee Schedule”).  Such fees and out-of-pocket expenses and
advances identified under Section 5.2 below may be changed from
time to time subject to mutual written agreement between the Fund and the
Transfer Agent.


 


5.2                                 Out-of-Pocket
Expenses.  In addition to the fee paid
under Section 5.1 above, the Fund agrees to reimburse the Transfer
Agent for out-of-pocket expenses, including but not limited to postage,
confirmation statements, investor statements, audio response, telephone calls,
records retention/storage, customized programming /enhancements, federal wire
fees, transcripts, microfilm, microfiche, disaster recovery, hardware at the
Fund’s facility, telecommunications /network configuration, forms, sales taxes,
exchange and broker fees, or advances incurred by the Transfer Agent for the
items set out in 


 


4

















 


the Fee Schedule attached hereto. 
Out-of-pocket expenses may include the costs to Transfer Agent of
certain administrative expenses so long as such expenses are described in
reasonable detail on the applicable invoice. 
In addition, any other expenses incurred by the Transfer Agent at the
request or with the consent of the Fund, will be reimbursed by the Fund.


 


5.3                                 Postage.  Postage for mailing of
dividends, proxies, Fund reports and other mailings to all shareholder accounts
shall be advanced to the Transfer Agent by the Fund at least seven (7) days
prior to the mailing date of such materials.


 


5.4                                 Invoices.  The Fund agrees to pay all
fees and reimbursable expenses within thirty (30) days following the receipt of
the respective invoice, except for any fees or expenses that are subject to
good faith dispute.  In the event of such
a dispute, the Fund may only withhold that portion of the fee or expense
subject to the good faith dispute.  The
Fund shall notify the Transfer Agent in writing within twenty-one (21) calendar
days following the receipt of each invoice if the Fund is disputing any amounts
in good faith.  If the Fund does not
provide such notice of dispute within the required time, the invoice will be
deemed accepted by the Fund.  The Fund
shall settle such disputed amounts within five (5) days of the day on
which the parties agree on the amount to be paid by payment of the agreed
amount.  If no agreement is reached, then
such disputed amounts shall be settled as may be required by law or legal
process.


 


5.5                                 Cost of Living
Adjustment.  For each
year following the Initial Term (as defined in Section 14.1), unless the
parties shall otherwise agree and provided that the service mix and volumes
remain consistent as previously provided in the Initial Term, the total fee for
all services shall equal the fee that would be charged for the same services
based on a fee rate (as reflected in a fee rate schedule) increased by the
percentage increase for the twelve-month period of such previous calendar year
of the CPI-W (defined below) or, in the event that publication of such index is
terminated, any successor or substitute index, appropriately adjusted,
acceptable to both parties.  As used herein,
“CPI-W” shall mean the Consumer Price Index for Urban Wage Earners and Clerical
Workers (Area:  Boston-Brockton-Nashua,
MA-NH-ME-CT; Base Period: 1982-84=100), as published by the United States
Department of Labor, Bureau of Labor Statistics.


 


5.6                                 Late Payments.  If any undisputed amount in an invoice of the
Transfer Agent (for fees or reimbursable expenses) is not paid when due, the
Fund shall pay the Transfer Agent interest thereon (from the due date to the
date of payment) at a per annum rate equal to one percent (1.0%) plus the Prime
Rate (that is, the base rate on corporate loans posted by large domestic banks)
published by The Wall Street Journal (or, in
the event such rate is not so published, a reasonably equivalent published rate
selected by the Fund) on the first day of publication during the month when
such amount was due.  Notwithstanding any
other provision hereof, such interest rate shall be no greater than permitted
under applicable provisions of Massachusetts law.


 


5
















 


5.7           Bank Accounts.  The Fund acknowledges that the bank demand
deposit accounts (“DDAs”) maintained by the Transfer Agent in connection with
the services provided hereunder will be in the Transfer Agent’s name as agent
for the Fund and that the Transfer Agent may receive investment earnings in
connection with the investment of funds, at the Transfer Agent’s risk and for
its benefit, held in those accounts from time to time.


 


6.  Representations and Warranties of the
Transfer Agent


 


The
Transfer Agent represents and warrants to the Fund that:


 


6.1           It is a trust
company duly organized and existing and in good standing under the laws of The
Commonwealth of Massachusetts.


 


6.2           It is duly
qualified to carry on its business in The Commonwealth of Massachusetts.


 


6.3           It is empowered
under applicable laws and by its Charter and By-Laws to enter into and perform
this Agreement.


 


6.4           All requisite
corporate proceedings have been taken to authorize it to enter into and perform
this Agreement.


 


6.5           It has and will
continue to have access to the necessary facilities, equipment and personnel to
perform its duties and obligations under this Agreement.


 


7.  Representations and Warranties of the Fund


 


The
Fund represents and warrants to the Transfer Agent that:


 


7.1           It is a business
trust or corporation (as indicated on Exhibit A) duly organized and
existing and in good standing under the laws of its state of organization.


 


7.2           It is empowered
under applicable laws and by its organizational documents to enter into and
perform this Agreement.


 


7.3           All corporate
proceedings required by said organizational documents have been taken to
authorize it to enter into and perform this Agreement.


 


7.4           A registration
statement under the Securities Act of 1933, as amended is currently effective
and will remain effective, and appropriate state securities law filings have
been made and will continue to be made, with respect to all Shares of the Fund
being offered for sale.


 


8.  Data Access and Proprietary Information


 


8.1           The Fund
acknowledges that the databases, computer programs, screen formats, report
formats, interactive design techniques, and documentation manuals furnished to
the Fund by the Transfer Agent as part of the Fund’s ability to 


 


6

















 


access
certain Fund-related data (“Fund Data”) maintained by the Transfer Agent on
databases under the control and ownership of the Transfer Agent or other third
party (“Data Access Services”) constitute copyrighted, trade secret, or other
proprietary information (collectively, “Proprietary Information”) of
substantial value to the Transfer Agent or other third party.  In no event shall Proprietary Information be
deemed Fund Data.  The Fund agrees to
treat all Proprietary Information as proprietary to the Transfer Agent and
further agrees that it shall not divulge any Proprietary Information to any
person or organization except as may be provided hereunder.  Without limiting the foregoing, the Fund
agrees for itself and its employees and agents to:


 


(a)   Use such
programs and databases solely on computers of the Fund or the Manager, and in
accordance with the Transfer Agent’s applicable user documentation;


 


(b)   Refrain from
copying or duplicating in any way (other than in the normal course of
performing processing on computers of the Fund or the Manager), the Proprietary
Information;


 


(c)   Refrain from
obtaining unauthorized access to any portion of the Proprietary Information,
and if such access is inadvertently obtained, to inform in a timely manner of such
fact and dispose of such information in accordance with the Transfer Agent’s
instructions;


 


(d)   Refrain from
causing or allowing information transmitted from the Transfer Agent’s computer
to computers of the Fund or the Manager to be retransmitted to any other
computer terminal or other device except as expressly permitted by the Transfer
Agent (such permission not to be unreasonably withheld);


 


(e)   Allow the Fund
to have access only to those authorized transactions as agreed to between the
Fund and the Transfer Agent; and


 


(f)    Honor all
reasonable written requests made by the Transfer Agent to protect at the
Transfer Agent’s expense the rights of the Transfer Agent in Proprietary
Information at common law, under federal copyright law and under other federal
or state law.


 


8.2           Proprietary
Information shall not include all or any portion of any of the foregoing items
that:  (i) are or become publicly
available without breach of this Agreement; (ii) are released for general
disclosure by a written release by the Transfer Agent; or (iii) are
already in the possession of the receiving party at the time of receipt without
obligation of confidentiality or breach of this Agreement.


 


8.3           The Fund
acknowledges that its obligation to protect the Transfer Agent’s Proprietary
Information is essential to the business interest of the Transfer Agent and
that the disclosure of such Proprietary Information in breach of this Agreement
would cause the Transfer Agent immediate, substantial and irreparable harm, the
value of which would be extremely difficult to determine.  


 


7

















 


Accordingly,
the parties agree that, in addition to any other remedies that may be available
in law, equity, or otherwise for the disclosure or use of the Proprietary
Information in breach of this Agreement, the Transfer Agent shall be entitled
to seek and obtain a temporary restraining order, injunctive relief, or other
equitable relief against the continuance of such breach.


 


8.4           If the Fund
notifies the Transfer Agent that any of the Data Access Services do not operate
in material compliance with the most recently issued user documentation for
such services, the Transfer Agent shall use its best efforts to correct such
failure in a timely manner.  Organizations
from which the Transfer Agent may obtain certain data included in the Data
Access Services are solely responsible for the contents of such data and the
Fund agrees to make no claim against the Transfer Agent arising out of the
contents of such third-party data, including, but not limited to, the accuracy
thereof.  DATA ACCESS SERVICES AND ALL
COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE
PROVIDED ON AN AS IS, AS AVAILABLE BASIS. 
THE TRANSFER AGENT EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE
EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES
OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.


 


8.5           If the
transactions available to the Fund include the ability to originate electronic
instructions to the Transfer Agent in order to (i) effect the transfer or
movement of cash or Shares or (ii) transmit shareholder information or
other information, then in such event the Transfer Agent shall be entitled to
rely on the validity and authenticity of such instruction without undertaking
any further inquiry as long as such instruction is undertaken in conformity
with security procedures established by the Transfer Agent from time to time.


 


8.6           Each party
shall take reasonable efforts to advise its employees of their obligations
pursuant to this Section 8. 
The obligations of this Section shall survive any termination of
this Agreement.


 


9.  Indemnification.


 


9.1           The Transfer
Agent shall not be responsible for, and the Fund shall indemnify and hold the
Transfer Agent harmless from and against, any and all losses, claims, damages,
costs, charges, counsel fees and expenses, payments, expenses and liability
arising out of or attributable to:


 


(a)   All actions of
the Transfer Agent or its agents or subcontractors required to be taken
pursuant to this Agreement, provided such actions are taken in good faith and
without negligence or willful misconduct;


 


(b)   The Fund’s lack
of good faith, negligence or willful misconduct or the breach of any
representation or warranty of the Fund hereunder;


 


(c)   The reasonable
reliance or use by the Transfer Agent or its agents or subcontractors of
information, records, documents or data, which are 


 


8

















 


received
by the Transfer Agent or its agents or subcontractors by machine readable
input, facsimile, CRT data entry, electronic instructions or other similar
means authorized by the Fund, and which have been prepared, maintained or
performed by the Fund or any other person or firm on behalf of the Fund
including but not limited to any broker-dealer, third party administrator or
previous transfer agent;


 


(d)   The reasonable
reliance or use by the Transfer Agent or its agents or subcontractors of any
paper or document reasonably believed to be genuine and to have been signed by
the proper person or persons including shareholders or electronic instruction
from shareholders submitted through electronic means pursuant to the security
procedures for such electronic communication established by the Transfer Agent;


 


(e)   The reasonable
reliance on, or the carrying out by the Transfer Agent or its agents or
subcontractors of any instructions or requests of the Fund’s authorized
representatives;


 


(f)    The offer or
sale of Shares in violation of any federal or state securities laws requiring
that such Shares be registered or in violation of any stop order or other
determination or ruling by any federal or state agency with respect to the
offer or sale of such Shares;


 


(g)   The negotiation
and processing of any checks in accordance with the procedures mutually agreed
upon by the parties; and


 


(i)   The
negotiation, presentment, delivery or transfer of Shares through the Direct
Registration System Profile System.


 


9.2           Instructions.  At any time the Transfer Agent may apply to
any officer of the Fund for instruction, and may consult with legal counsel for
the Transfer Agent or the Fund with respect to any matter arising in connection
with the services to be performed by the Transfer Agent under this Agreement,
and the Transfer Agent and its agents and subcontractors shall not be liable
and shall be indemnified by the Fund for any action taken or omitted by it in
reliance upon such instructions or upon the advice or opinion of such counsel.  The Transfer Agent, its agents and
subcontractors shall be protected and indemnified in acting upon any paper or
document reasonably believed to be genuine and to have been signed by the
proper person or persons, or upon any instruction, information, data, records
or documents provided the Transfer Agent or its agents or subcontractors by
telephone, in person, machine readable input, telex, CRT data entry or similar
means authorized by the Fund, and shall not be held to have notice of any
change of authority of any person, until receipt of written notice thereof from
the Fund.


 


9.3.          Standard of
Care.  The Transfer Agent shall at
all times act in good faith and agrees to use its best efforts within
reasonable limits to ensure the accuracy of all services performed under this
Agreement, but assumes no responsibility and shall not be liable for loss or
damage due to errors, including encoding and 


 


9

















 


payment
processing errors, unless said errors are caused by the negligence, bad faith,
or willful misconduct of its employees or agents.


 


9.4.          Notice.  In order that the indemnification provisions
contained in this Section shall apply, upon the assertion of a claim for
which the Fund may be required to indemnify the Transfer Agent, the Transfer
Agent shall promptly notify the Fund of such assertion, and shall keep the Fund
advised with respect to all developments concerning such claim.  The Fund shall have the option to participate
with the Transfer Agent in the defense of such claim or to defend against said
claim in its own name or the name of the Transfer Agent.  The Transfer Agent shall in no case confess
any claim or make any compromise in any case in which the Fund may be required
to indemnify it except with the Fund’s prior written consent.


 


10.  Consequential Damages.


 


NO PARTY SHALL BE LIABLE FOR ANY INCIDENTAL, INDIRECT,
SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY NATURE WHATSOEVER, INCLUDING, BUT
NOT LIMITED TO, LOSS OF ANTICIPATED PROFITS, OCCASIONED BY A BREACH OF ANY
PROVISION OF THIS AGREEMENT EVEN IF APPRISED OF THE POSSIBILITY OF SUCH
DAMAGES.


 


11.  Responsibilities of the Transfer Agent.


 


The
Transfer Agent undertakes the duties and obligations imposed by this Agreement
upon the following terms and conditions, by all of which the Fund, by its
acceptance hereof, shall be bound:


 


11.1         Whenever in the
performance of its duties hereunder the Transfer Agent shall deem it necessary
or desirable that any fact or matter be proved or established prior to taking
or suffering any action hereunder, such fact or matter may be deemed to be
conclusively proved and established by a certificate signed by an officer of
the Manager and delivered to the Transfer Agent.  Such certificate shall be full authorization
to the recipient for any action taken or suffered in good faith by it under the
provisions of this Agreement in reliance upon such certificate.


 


11.2         The Fund agrees
that it will perform, execute, acknowledge and deliver or cause to be
performed, executed, acknowledged and delivered all such further and other
acts, instruments and assurances as may reasonably be required by the Transfer
Agent for the carrying out, or performing by the Transfer Agent of the
provisions of this Agreement.


 


11.3         The Transfer
Agent, any of its affiliates or subsidiaries, and any stockholder, director,
officer or employee of the Transfer Agent may buy, sell or deal in the
securities of the Fund or become pecuniarily interested in any transaction in
which the Fund may be interested, or contract with or lend money to the Fund or
otherwise act as fully and freely as though it were not appointed as agent
under this Agreement.  Nothing herein
shall preclude the Transfer Agent from acting in 


 


10

















 


any
other capacity for the Fund or for any other legal entity.


 


11.4         No provision of
this Agreement shall require the Transfer Agent to expend or risk its own funds
or otherwise incur any financial liability in the performance of any of its
duties hereunder or in the exercise of its rights if it shall believe in good
faith that repayment of such funds or adequate indemnification against such
risk or liability is not reasonably assured to it.


 


12.  Confidentiality


 


12.1         The Transfer
Agent and the Fund agree that they will not, at any time during the term of
this Agreement or after its termination, reveal, divulge, or make known to any
person, firm, corporation or other business organization, any Confidential
Information (as defined below) of the other party used or gained by the Transfer
Agent or the Fund, respectively, during performance under this Agreement.  The Fund and the Transfer Agent further agree
to retain all such Confidential Information in trust for the sole benefit of
the Transfer Agent or the Fund, respectively, and their successors and
assigns.  In the event of breach of the
foregoing by either party, the remedies provided by Section 8.3
shall be available to the party whose Confidential Information is
disclosed.  The above prohibition of
disclosure shall not apply to the extent that the Transfer Agent must disclose
such Confidential Information to its sub-contractor or Fund agent for purposes
of providing services under this Agreement.


 


12.2         For purposes of
this Agreement, Confidential Information shall mean: (a) with respect to
Confidential Information of the Fund: (i) shareholder lists, cost figures
and projections, profit figures and projections, all non-public information,
including but not limited to trade secrets, proprietary information, and
information about products, business methods and business plans) relating to
the business of the Fund, or any other secret or confidential information
whatsoever of the Fund; and (ii) all information that the Fund is
obligated by law to treat as confidential for the benefit of third parties,
including but not limited to Customer Information (defined below); and (b) with
respect to the Transfer Agent’s Confidential Information:  all non-public information, including but not
limited to trade secrets, proprietary information, and information about
products, business methods and business plans, customer names and other
information related to customers, fee schedules, price lists, pricing policies,
financial information, discoveries, ideas, concepts, software in various stages
of development, designs, drawings, specifications, techniques, models, data,
source code, object code, documentation, diagrams, flow charts, research,
development, processes, procedures, “know-how,” organizational structure, user
guides, marketing techniques and materials, marketing and development plans,
and data processing software and systems relating to the Transfer Agent’s
business, operations or systems (or to the business, systems or operations of
the Transfer Agent’s affiliates.


 


12.3         For purposes of
this Agreement, “Customer Information” means all the customer identifying data
however collected or received, including without limitation, through “cookies”
or non-electronic means pertaining to or identifiable to the 


 


11

















 


Fund’s
Shareholders, prospective shareholders and plan administrators (collectively, “Fund
Customers”), including without limitation, (i) name, address, email
address, passwords, account numbers, personal financial information, personal
preferences, demographic data, marketing data, data about securities
transactions, credit data or any other identification data; (ii) any
information that reflects the use of or interactions with a Fund service,
including the Fund’s web site; or (iii) any data otherwise submitted in
the process of registering for a Fund service. 
For the avoidance of doubt, Customer Information shall include all “nonpublic
personal information,” as defined under the Gramm-Leach-Bliley Act of 1999
(Public Law 106-102, 113 Stat. 1138) (“GLB Act”) and the Massachusetts
Standards for the Protection of Personal Information, 201 CMR 17.00, et seq.,  (“Mass
Privacy Act”).  This Agreement shall not
be construed as granting the Transfer Agent any ownership rights in the
Customer Information.


 


12.4     The Transfer
Agent will use the Confidential Information, including Customer Information,
only in compliance with the provisions of this Agreement, and  federal and state privacy laws, including the
GLB Act and the Mass Privacy Act, as such is applicable to its transfer agency
business.


 


12.5     In the event
that any requests or demands are made for the inspection of the shareholder
records of the Fund, other than request for records of shareholders pursuant to
standard subpoenas from state or federal government authorities (i.e., divorce
and criminal actions), the Transfer Agent will use reasonable efforts to notify
the Fund (except where prohibited by law) and to secure instructions from an
authorized officer of the Fund as to such inspection.  The Transfer Agent expressly reserves the
right, however, to exhibit the shareholder records to any person whenever it is
advised by counsel that it may be held liable for the failure to exhibit the
shareholder records to such person or if required by law or court order.


 


13.  Covenants of the Fund and the Transfer
Agent


 


13.1         Documentation.  The Fund shall promptly furnish to the
Transfer Agent a copy (in paper, electronic or other agreed upon format) of the
organizational documents of the Fund and all amendments thereto.


 


13.2         Facilities.  The Transfer Agent hereby agrees to establish
and maintain facilities and procedures reasonably acceptable to the Fund for
safekeeping of check forms and facsimile signature imprinting devices, if any;
and for the preparation or use, and for keeping account of, such forms and
devices.


 


13.3         Records.  The Transfer Agent
shall keep records relating to the services to be performed hereunder, in the
form and manner as it may deem advisable. 
The Transfer Agent agrees that all such records prepared or maintained
by it relating to the services performed hereunder are the property of the Fund
and will be preserved, maintained and made available in accordance with the
requirements of law applicable to the Transfer Agent or its services, and will
be surrendered promptly to the Fund on and in accordance with its request.  The Transfer Agent 


 


12

















 


acknowledges
that the records maintained with respect to the Fund may be inspected by a
representative of the Commodity Futures Trading Commission (“CFTC”), the
National Futures Association or the Department of Justice, or other applicable
regulatory agency.   In connection with
the Manager’s receipt of any such request to inspect the records, the Transfer
Agent will cooperate with the Manager in making such records available.  Under no circumstances, shall the Transfer
Agent be deemed to be acting as a “commodity pool operator,” and the Manager
shall remain fully responsible for compliance with the CFTC and Commodities
Exchange Act rules regarding the maintenance of the Fund’s books and
records.


 


13.4         Non-Solicitation
of Transfer Agent Employees.  The Fund shall not attempt to hire or assist
with the hiring of an employee of the Transfer Agent or of its affiliated
companies or encourage any employee to terminate their relationship with the
Transfer Agent or its affiliated companies.


 


14.  Termination of Agreement


 


14.1         Term.  The initial term of this Agreement (the “Initial
Term”) shall be from September 30, 2010 through June 30, 2011 unless
terminated pursuant to the provisions of this Section 14.  Unless a terminating party gives written
notice to the other party one hundred and twenty (120) days before the
expiration of the Initial Term or any Renewal Term, this Agreement will renew
automatically from year to year (each such year-to-year renewal term a “Renewal
Term”).  One hundred and twenty (120)
days before the expiration of the Initial Term or a Renewal Term the parties to
this Agreement will agree upon a revised Fee Schedule for the upcoming Renewal
Term.  Otherwise, the fees in the then
current Fee Schedule shall be increased pursuant to Section 5.5 of
this Agreement.


 


14.2         Early
Termination. 
Notwithstanding anything contained in this Agreement to the contrary,
should the Fund desire to move any of its services provided by the Transfer
Agent hereunder to a successor service provider prior to the expiration of the
then current Initial or Renewal Term, or without the required notice, the
Transfer Agent shall make a good faith effort to facilitate the conversion on
such prior date; however, there can be no guarantee or assurance that the
Transfer Agent will be able to facilitate a conversion of services on such
prior date.  In connection with the foregoing,
should this Agreement be terminated by the Fund for any reason other than a
material breach of the Agreement by the Transfer Agent and the services be
converted to a successor service provider, or if the Fund is liquidated or its
assets merged or purchased or the like with or by another entity which does not
utilize the services of the Transfer Agent, the fees payable to the Transfer
Agent shall be calculated as if the services had been performed by the Transfer
Agent until the expiration of the then current Initial or Renewal Term and
calculated at the asset and/or shareholder account levels, as the case may be,
on the date notice of termination was given to the Transfer Agent.  In addition to the forgoing, in the event
that the Fund terminates this Agreement during the Initial Term, other than due
to a material breach of the Agreement by the Transfer Agent, then the Fund will
reimburse the Transfer 


 


13

















 


Agent
in an amount equal to the cost of conversion and implementation, which will be
subject to a pro rata reduction over the Initial Term.  The payment of all fees to the Transfer Agent
as set forth herein shall be accelerated to the business day immediately prior
to the conversion or termination of services or such later date or dates as may
be mutually agreed by the parties.


 


14.3         Expiration of
Term.  During the
Initial Term or Renewal Term, whichever currently is in effect, should either
party exercise its right to terminate, all out-of-pocket expenses or costs
associated with the movement of records and material will be borne by the
Fund.  Additionally, the Transfer Agent
reserves the right to charge for any other reasonable expenses associated with
such termination.


 


14.4         Confidential
Information.  Upon
termination of this Agreement, each party shall return to the other party all
copies of confidential or proprietary materials or information received from
such other party hereunder, other than materials or information required to be
retained by such party under applicable laws or regulations.


 


14.5         Unpaid Invoices.  The Transfer Agent may terminate this
Agreement immediately upon an unpaid invoice payable by the Fund to the
Transfer Agent being outstanding for more than ninety (90) days, except with respect
to any amount subject to a good faith dispute within the meaning of Section 5.4
of this Agreement.


 


14.6         Bankruptcy.  Either party hereto may
terminate this Agreement by notice to the other party, effective at any time
specified therein, in the event that (a) the other party ceases to carry
on its business or (b) an action is commenced by or against the other
party under Title 11 of the United States Code or a receiver, conservator or
similar officer is appointed for the other party and such suit, conservatorship
or receivership is not discharged within sixty (60) days.


 


15.  Assignment and Third Party Beneficiaries


 


15.1         Except as
provided in Section 16.1 below, neither this Agreement nor any
rights or obligations hereunder may be assigned by either party without the
written consent of the other party.  Any
attempt to do so in violation of this Section shall be void.  Unless specifically stated to the contrary in
any written consent to an assignment, no assignment will release or discharge
the assignor from any duty or responsibility under this Agreement.


 


15.2         Except as
explicitly stated elsewhere in this Agreement, nothing under this Agreement
shall be construed to give any rights or benefits in this Agreement to anyone
other than the Transfer Agent and the Fund, and the duties and responsibilities
undertaken pursuant to this Agreement shall be for the sole and exclusive
benefit of the Transfer Agent and the Fund. 
This Agreement shall inure to the benefit of and be binding upon the
parties and their respective permitted successors and assigns.


 


14
















 


15.3                           This Agreement
does not constitute an agreement for a partnership or joint venture between the
Transfer Agent and the Fund.  Other than
as provided in Section 16.1, neither party shall make any
commitments with third parties that are binding on the other party without the
other party’s prior written consent.


 


16.  Subcontractors


 


16.1                           The Transfer
Agent may subcontract for the performance hereof with (i) Computershare, Inc.,
a Massachusetts corporation (“Computershare”), which is duly registered as a transfer
agent pursuant to Section 17A(c)(2) of the Securities Exchange Act of
1934, as amended (“Section 17A(c)(2)”), or (ii) Boston Financial Data
Services, Inc., a Massachusetts corporation (“Boston Financial”) which is
duly registered as a transfer agent pursuant to Section 17A(c)(2);
provided, however, that the Transfer Agent shall be as fully responsible to the
Fund for the acts and omission of such subcontractor as it is for its own acts
and omissions.  The Fund acknowledges
that as of the date of this Agreement, the Transfer Agent intends to
subcontract to Computershare the performance of its obligations under this
Agreement.


 


16.2                           Nothing herein
shall impose any duty upon the Transfer Agent in connection with or make the
Transfer Agent liable for the actions or omissions to act of unaffiliated third
parties such as by way of example and not limitation, Airborne Services,
Federal Express, United Parcel Service, the U.S. Mails, the NSCC and
telecommunication companies, provided, if the Transfer Agent selected such
company, the Transfer Agent shall have exercised due care in selecting the
same.


 


17.  Miscellaneous


 


17.1                           Amendment.  This Agreement may be
amended or modified by a written amendment executed by the parties hereto.  Schedule A hereto may be amended from time to
time by agreement of the parties and the executed by all parties of a later
dated Schedule, which shall become a part hereof.


 


17.2                           Massachusetts
Law to Apply.  This Agreement
shall be construed and the provisions thereof interpreted under and in
accordance with the laws of The Commonwealth of Massachusetts.


 


17.3                           Force Majeure. Notwithstanding
anything to the contrary contained herein, neither party shall be liable for
any delays or failures in performance resulting from acts beyond its reasonable
control including, without limitation, acts of God, acts of war or terrorism,
shortage of supply, breakdowns or malfunctions, interruptions or malfunction of
computer facilities, or loss of data due to power failures or mechanical
difficulties with information storage or retrieval systems, labor difficulties
or civil unrest.  Notwithstanding the
foregoing, in the event of such an occurrence, each party agrees to make a good
faith effort to perform its obligations hereunder.


 


17.4                           Survival.  All provisions regarding
indemnification, warranty, liability, and limits thereon, and confidentiality
and/or protections of proprietary rights and 


 


15

















 


trade secrets shall survive
the termination of this Agreement.


 


17.5                           Severability.  If any term, provision, covenant or
restriction of this Agreement is held by a court of competent jurisdiction or
other authority to be invalid, void or unenforceable, the remainder of the
terms, provision, covenants and restrictions of this Agreement shall remain in
full force and effect and shall in no way be affected, impaired or invalidated.


 


17.6                           Successors.              All the
covenants and provisions of this agreement by or for the benefit of the Fund or
the Transfer Agent shall bind and inure to the benefit of their respective
successors and assigns hereunder.


 


17.7                           Priorities
Clause.  In the event of
any conflict, discrepancy or ambiguity between the terms and conditions
contained in this Agreement and any Schedules or attachments hereto, the terms
and conditions contained in this Agreement shall take precedence.


 


17.8                           Waiver.  No waiver by either party or
any breach or default of any of the covenants or conditions herein contained
and performed by the other party shall be construed as a waiver of any
succeeding breach of the same or of any other covenant or condition.


 


17.9                           Merger of
Agreement.  This Agreement
constitutes the entire agreement between the parties hereto and supersedes any
prior agreement with respect to the subject matter hereof whether oral or
written.


 


17.10                     Counterparts.  This Agreement may be
executed by the parties hereto on any number of counterparts, and all of said
counterparts taken together shall be deemed to constitute one and the same
instrument.


 


17.11                     Reproduction of
Documents.  This Agreement
and all schedules, exhibits, attachments and amendments hereto may be
reproduced by any photographic, photostatic, microfilm, micro-card, miniature
photographic or other similar process. 
The parties hereto each agree that any such reproduction shall be
admissible in evidence as the original itself in any judicial or administrative
proceeding, whether or not the original is in existence and whether or not such
reproduction was made by a party in the regular course of business, and that
any enlargement, facsimile or further reproduction shall likewise be admissible
in evidence.


 


17.12                     Notices.  Any notice or communication by the Transfer
Agent or the Fund to the other is duly given if in writing and delivered in
person or mailed by first class mail, postage prepaid, telex, telecopier or
overnight air courier guaranteeing next day delivery, to the other’s address:


 


(a)          If to the
Transfer Agent, to:


 


State Street Bank and Trust Company


c/o Boston Financial Data Services, Inc.


 


16

















 


2000 Crown Colony Drive, 4th Floor


Quincy, Massachusetts 02169


Attention: Legal Department


Facsimile: (617) 483-7091


 


For notices on operational matters, a copy to:


 


Computershare Inc.


250 Royall Street


Canton, MA 02021


 


(b)         If to the Fund,
to:


 


Nuveen Commodities Asset Management, LLC


333 W. Wacker Drive


Suite 3300


Chicago, IL 
60606


 


Attn: 
General Counsel


Facsimile: 
(312) 917-7952


 


The
Transfer Agent and the Fund may, by notice to the other, designate additional
or different addresses for subsequent notices or communications.


 


Section 18.                                  Limitation
of Liability


 


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


 


*Signature Page Follows*


 


17

















 


IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed in their names and on their behalf by and through their duly
authorized officers, as of the day and year first above written.


 


	
   

  	
   

  	
  NUVEEN
  COMMODITIES ASSET

  
	
   

  	
   

  	
  MANAGEMENT,
  LLC,

  
	
   

  	
   

  	
  on
  behalf of the Funds listed on Schedule A

  
	
   

  	
   

  	
  hereto.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  BY:
  

  	
  /s/
  Gifford R. Zimmerman

  
	
   

  	
   

  	
  Name:
  

  	
  Gifford
  R. Zimmerman

  
	
   

  	
   

  	
  Title:

  	
  Chief
  Administrative Officer

  
	
   

  	
   

  	
   

  
	
  ATTEST:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/
  Christopher M. Rohrbacher

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  STATE
  STREET BANK AND TRUST COMPANY

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  BY:
  

  	
  /s/
  Michael Rogers

  
	
   

  	
   

  	
  Name:
  

  	
  Michael
  Rogers

  
	
   

  	
   

  	
  Title:

  	
  Executive
  Vice President

  
	
   

  	
   

  	
   

  
	
  ATTEST:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/
  Mary Moran Zeven

  	
   

  	
   

  



 


18

















 


SCHEDULE A


 


FUNDS


 


 


Nuveen
Diversified Commodity Fund


 


19