Exhibit 10.6


 


INVESTMENT MANAGEMENT AGREEMENT


 


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


 


W  I  T
N  E  S  S  E  T  H


 


In consideration of the mutual covenants hereinafter contained, it is
hereby agreed by and between the parties hereto as follows:


 


1.                                       Pursuant to the
Amended and Restated Trust Agreement of the Fund dated February 26, 2010,
as amended from time to time (the “Trust Agreement”), the Trust is
managed by the Manager, and the conduct of the Trust’s business is controlled
and conducted solely by the Manager (subject to certain limited powers and
authority accorded to the Resident Delaware Trustee and to the Board of
Trustees).  The terms and provisions of
the Trust Agreement with respect to the rights and obligations of the Manager
are hereby incorporated herein, including, without limitation, Section 4.5
thereof regarding limitation of liability and Section 4.7 thereof
regarding indemnification.


 


In addition to and not in limitation of any rights and powers conferred
by law or other provisions of the Trust Agreement, the Fund hereby appoints the
Manager, and the Manager hereby accepts such appointment, to act as the
commodity pool operator for, and to manage the investment and reinvestment of
the assets of, the Fund in accordance with the Fund’s investment objective and
policies and limitations, and to administer the Fund’s affairs for the period
and upon the terms herein set forth.  The
Manager’s responsibilities shall include, without limitation, (i) determining
the Fund’s overall investment strategy, (ii) implementing the Fund’s
investment strategy pursuant to the provisions herein, (iii) managing the
Fund’s business affairs, and (iv) providing certain clerical, bookkeeping
and other administrative services for the Fund.


 


The investment of the Fund’s assets shall be subject to (i) the
Fund’s policies, restrictions and limitations with respect to investments as
set forth in the Fund’s registration statement on Form S-1 as declared
effective by the United States Securities and Exchange Commission (the “Registration
Statement”), as such policies, restrictions and limitations may, from
time to time, be amended, and (ii) all applicable provisions of state or
federal law and any self-regulatory organization to which the Manager is
subject, including but not limited to, the regulations of the Securities and
Exchange Commission, the Commodity Futures Trading Commission and the National
Futures Association relating to the management of public commodity pools.  The Manager may change, or temporarily
deviate from, the Fund’s investment strategy and the manner in which the
strategy is implemented if the Manager determines that it is in the best
interest of the Fund’s shareholders to do so based on existing market
conditions or otherwise.


 


The Manager may delegate the above duties for all or a portion of the
Fund’s assets to one or more trading advisors it reasonably deems experienced
and qualified on such written terms and conditions as the Manager deems
appropriate; provided, however, that the Manager shall be responsible for
ongoing monitoring of any such subadvisor in order to assess performance and
the potential need to 


 

















 


modify
the Fund’s investment strategy or change subadvisors.  Such delegation may be made to one or more
registered commodity trading advisors and registered investment advisers who
shall act as subadvisors to the Fund as described in the Registration Statement
and in accordance with the applicable sub-advisory agreement.  Any such delegation of duties shall be by a
written agreement.  Such agreement shall
require each and every subadvisor to act in accordance with the Registration
Statement and all applicable provisions of state or federal law.


 


2.                                       For the
services and facilities described in Section l, the Fund will pay to the
Manager an annual investment management fee based on the Fund’s average daily
net assets (total assets of the Fund, minus the sum of its accrued liabilities)
calculated as follows:


 


	
  Average Daily Net Assets

  	
   

  	
  Annual Management Fee

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Up to $500 million

  	
   

  	
  1.250

  	
  %

  
	
  $500 million to $1 billion

  	
   

  	
  1.225

  	
  %

  
	
  $1 billion to $1.5 billion

  	
   

  	
  1.200

  	
  %

  
	
  $1.5 billion to $2 billion

  	
   

  	
  1.175

  	
  %

  
	
  Over $2 billion

  	
   

  	
  1.150

  	
  %

  



 


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.


 


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
this Agreement shall have been in effect during the month and year,
respectively.  The services of the Manager
to the Fund under this Agreement are not to be deemed exclusive, and the
Manager shall be free to render similar services or other services to others so
long as its services hereunder are not impaired thereby.


 


3.                                       This Agreement
shall continue in effect unless and until terminated as hereinafter
provided.  This Agreement shall
automatically terminate without the payment of any penalty by the Fund or by
the Manager in the event of (i) the Manager’s withdrawal as manager of the
Fund pursuant to Section 4.10 of the Trust Agreement, (ii) the Manager’s
removal as manager of the Fund for cause pursuant to Section 5.2(e) of
the Trust Agreement, (iii) the removal of the Manager by a majority vote
of the shareholders of the fund pursuant to Section 8.3(c) of the
Trust Agreement, and (iv) the filing of a certificate of dissolution or
cancellation of the Manager’s certificate of formation upon the expiration of
ninety (90)days after the date of notice to the Manager without a reinstatement
of its certificate of formation.  The
termination of this Agreement shall not affect the right of the Manager to
receive payments on any unpaid balance of the compensation, described in Section 2,
earned prior to such termination.


 


4.                                       If any
provision of this Agreement shall be held or made invalid by a court decision,
statute, 


 


2

















 


rule,
or otherwise, the remainder shall not be thereby affected.


 


5.                                       Any notice
under this Agreement shall be in writing, addressed and delivered or mailed,
postage prepaid, to the other party at such address as such other party may
designate for receipt of such notice.


 


6.                                       This Agreement
shall be construed in accordance with the laws of the State of Delaware without
reference to its conflicts of law principles.


 


7.                                       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.


 


[SIGNATURE PAGE FOLLOWS]


 


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IN WITNESS WHEREOF, the Fund and the Manager have caused this Agreement
to be executed on the day and year above written.


 


	
   

  	
   

  	
  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

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Attest:

  	
  /s/
  Christopher M. Rohrbacher

  	
   

  	
   

  
	
   

  	
  Assistant
  Secretary

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  NUVEEN
  COMMODITIES ASSET MANAGEMENT, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Gifford R. Zimmerman

  
	
   

  	
   

  	
  Name:
  Gifford R. Zimmerman

  
	
   

  	
   

  	
  Title:
  Chief Administrative Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Attest:

  	
  /s/
  Christopher M. Rohrbacher

  	
   

  	
   

  
	
   

  	
  Assistant
  Secretary

  	
   

  	
   

  
								



 


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