Exhibit C
AMENDED INVESTMENT SUB-ADVISORY
AGREEMENT
AGREEMENT made as of this 1st day of
June 2007, by and between Nuveen Asset
Management, a Delaware corporation and a
registered investment adviser (Manager),
and Symphony Asset Management LLC, a
California limited liability company and a
federally registered investment adviser (Sub
Adviser).WHEREAS, Manager serves as the
investment manager for the Nuveen Multi
Strategy Income and Growth Fund, formerly
known as Nuveen Preferred and Convertible
Income Fund (the Fund), a closed-end
management investment company registered
under the Investment Company Act of 1940,
as amended (the 0000 Xxx) pursuant to an
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 Sub
Adviser as its agent to furnish investment
advisory services for a certain designated
portion of the Funds investment portfolio,
upon the terms and conditions hereafter set
forth;
NOW, THEREFORE, in consideration of
the mutual covenants herein contained, the
parties hereto agree as follows:
Appointment. Manager hereby
appoints Sub-Adviser to provide certain sub
investment advisory services to the Fund for
the period and on the terms set forth in this
Agreement. Sub-Adviser accepts such
appointment and agrees to furnish the
services herein set forth for the
compensation herein provided.
2. Services to be Performed. Subject
3. always to the supervision of Funds
4. Board of Trustees and the Manager,
5. Sub-Adviser will furnish an
6. investment program in respect of,
7. make investment decisions for, and
8. place all orders for the purchase and
9. sale of securities for the portion of
10. the Funds investment portfolio
11. allocated by Manager to Sub
12. Adviser, all on behalf of the Fund
13. and as described in the investment
14. policy section of the Funds initial
15. registration statement on Form N-2
16. as declared effective by the
17. Securities and Exchange
18. Commission, as such policies
19. described therein may subsequently
20. be changed by the Funds Board of
21. Trustees and publicly described. In
22. the performance of its duties, Sub-
23. Adviser will satisfy its fiduciary
24. duties to the Fund, will monitor the
25. Funds investments in securities
26. selected for the Fund by the Sub-
27. Adviser hereunder, and will comply
28. with the provisions of the Funds
29. Declaration of Trust and By-laws, as
30. amended from time to time, and the
31. stated investment objectives, policies
32. and restrictions of the Fund.
33. Manager will provide Sub-Adviser
34. with current copies of the Funds
35. Declaration of Trust, By-laws,
36. prospectus and any amendments
37. thereto, and any objectives, policies
38. or limitations not appearing therein
39. as they may be relevant to Sub-
40. Advisers performance under this
41. Agreement. Sub-Adviser and
42. Manager will each make its officers
43. and employees available to the other
44. from time to time at reasonable times
45. to review investment policies of the
46. Fund and to consult with each other
47. regarding the investment affairs of
48. the Fund. Sub-Adviser will report to
49. the Board of Trustees and to
50. Manager with respect to the
51. implementation of such program.
The Sub-Adviser will vote all proxies
solicited by or with respect to the issuers of
securities which assets of the Funds
investment portfolio allocated by Manager
to Sub-Adviser are invested, consistent with
its proxy voting guidelines and based upon
the best interests of the Fund. The Sub
Adviser will maintain appropriate records
detailing its voting of proxies on behalf of
the Fund and upon reasonable request will
provide a report setting forth the proposals
voted on and how the Funds shares were
voted, including the name of the
corresponding issuers.
Sub-Adviser is authorized to select the
brokers or dealers that will execute the
purchases and sales of portfolio securities
for the Fund, and is directed to use its
commercially reasonable efforts to obtain
best execution, which includes most
favorable net results and execution of the
Funds orders, taking into account all
appropriate factors, including price, dealer
spread or commission, size and difficulty of
the transaction and research or other services
provided. It is understood that the Sub
Adviser will not be deemed to have acted
unlawfully, or to have breached a fiduciary
duty to the Fund, or be in breach of any
obligation owing to the Fund under this
Agreement, or otherwise, solely by reason of
its having caused the Fund to pay a member
of a securities exchange, a broker or a dealer
a commission for effecting a securities
transaction for the Fund in excess of the
amount of commission another member of
an exchange, broker or dealer would have
charged if the Sub-Adviser determined in
good faith that the commission paid was
reasonable in relation to the brokerage or
research services provided by such member,
broker or dealer, viewed in terms of that
particular transaction or the Sub-Advisers overall
responsibilities with respect to its accounts,
including the Fund, as to which it exercises
investment discretion. In addition, if in the
judgment of the Sub-Adviser, the Fund would be
benefited by supplemental services, the Sub
Adviser is authorized to pay spreads or
commissions to brokers or dealers furnishing such
services in excess of spreads or commissions that
another broker or dealer may charge for the same
transaction, provided that the Sub-Adviser
determined in good faith that the commission or
spread paid was reasonable in relation to the
services provided. The Sub-Adviser will properly
communicate to the officers and trustees of the
Fund such information relating to transactions for
the Fund as they may reasonably request. In no
instance will portfolio securities be purchased
from or sold to the Manager, Sub-Adviser or any
affiliated person of either the Fund, Manager, or
Sub-Adviser, except as may be permitted under
the 1940 Act;
Sub-Adviser 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 Securities and
Exchange Commission in all material
respects and in addition will conduct its
activities under this Agreement in
accordance with any applicable regulations
of any governmental authority pertaining to
its investment advisory activities;
(c) will report regularly to Manager and
to the Board of Trustees of the Fund and will
make appropriate persons available for the
purpose of reviewing with representatives of
Manager and the Board of Trustees on a
regular basis at reasonable times the
management of the Fund, including, without
limitation, review of the general investment
strategies of the Fund with respect to the
portion of the Funds portfolio allocated to
the Sub-Adviser, the performance of the
Funds investment portfolio allocated to the
Sub-Adviser in relation to standard industry
indices and general conditions affecting the
marketplace and will provide various other
reports from time to time as
reasonably requested by Manager;
(d) will monitor the pricing of portfolio
securities, and events relating to the issuers
of those securities and the markets in which
the securities trade in the ordinary course of
managing the portfolio securities of the
Fund, and will notify Manager promptly of
any issuer-specific or market events or other
situations that occur (particularly those that
may occur after the close of a foreign market
in which the securities may primarily trade
but before the time at which the Funds
securities are priced on a given day) that
may materially impact the pricing of one or
more securities in Sub-Advisers portion of
the portfolio. In addition, Sub-Adviser 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
security or securities; and
(e) will prepare such books and records
with respect to the Funds securities
transactions for the portion of the Funds
investment portfolio allocated to the Sub-
Adviser as requested by the Manager and
will furnish Manager and Funds Board of
Trustees such periodic and special reports as
the Board or Manager may reasonably
request.Expenses. During the term of this
Agreement, Sub-Adviser will pay all
expenses incurred by it in connection with
its activities under this Agreement other than
the cost of securities (including brokerage
commissions, if any) purchased for the
Fund.
4.Compensation. For the services
5.provided and the expenses assumed
6.pursuant to this Agreement, Manager
7.will pay the Sub-Adviser, and the
8. Sub-Adviser agrees to accept as full
9. compensation therefor, a portfolio
10. management fee equal to the portion
11. specified below of the investment
12. management fee payable by the Fund
13. to the Manager, pursuant to the
14. Management Agreement, with
15. respect to the Sub-Advisers
16. allocation of Fund net assets
17. (including net assets attributable to
18. FundPreferred Shares and the
19. principal amount of any borrowings),
20. as the net amount of such fee is
21. reduced by the obligation of Manager
22. to reimburse certain fees and
23. expenses to the Fund pursuant to an
24. Expense Reimbursement Agreement
25. of even date herewith by and
26. between the Fund and the Manager,
27. as such agreement may be modified
28. from time to time:
Daily Net Assets
Percenta
ge of Net
Manage
ment Fee
Daily Net Assets
Multi-Strategy Income
Equity
Up to
$125 million
52.5%
55.0%
$125 million to $150 million
50.0%
52.5%
$150 million to $175 million
47.5%
50.0%
$175 million to $200 million
45.0%
47.5%
$200 million and over
42.5%
45.0%
The portfolio 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 allocated to the
Sub-Advisor, determined in the manner established
by the Funds Board of Trustees, as of the close of
business on the last preceding business day on
which the Funds net asset value was determined.
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.
Manager shall not agree to amend the financial
terms of the Expense Reimbursement Agreement or
the Management Agreement to the detriment of the
Sub-Adviser by operation of this Section 4 without
the express written consent of the Sub-Adviser.
Services to Others. Manager
understands, and has advised Funds Board
of Trustees, that Sub-Adviser now acts, or
may in the future act, as an investment
adviser to fiduciary and other managed
accounts, and as investment adviser or sub-
investment adviser to one or more other
investment companies that are not a series of
the Fund, provided that whenever the Fund
and one or more other investment advisory
clients of Sub-Adviser have available funds
for investment, investments suitable and
appropriate for each will be allocated in a
manner believed by Sub-Adviser to be
equitable to each. Manager recognizes, and
has advised Funds Board of Trustees, that in
some cases this procedure may adversely
affect the size of the position that the Fund
may obtain in a particular security. It is
further agreed that, on occasions when the
Sub-Adviser deems the purchase or sale of a
security to be in the best interests of the
Fund as well as other accounts, it may, to the
extent permitted by applicable law, but will
not be obligated to, aggregate the securities
to be so sold or purchased for the Fund with
those to be sold or purchased for other
accounts in order to obtain favorable
execution and lower brokerage
commissions. In addition, Manager
understands, and has advised Funds Board
of Trustees, that the persons employed by
Sub-Adviser to assist in Sub-Advisers duties
under this Agreement will not devote their
full such efforts and service to the Fund. It
is also agreed that the Sub-Adviser may use
any supplemental research obtained for the
benefit of the Fund in providing investment
advice to its other investment advisory
accounts or for managing its own accounts.
6. Limitation of Liability. The Sub
Adviser shall not be liable for, and Manager will not
take any action against the Sub-Adviser to hold
Sub-Adviser 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 security) in
connection with the performance of the Sub-
Advisers duties under this Agreement, except for a
loss resulting from willful misfeasance, bad faith or
gross negligence on the part of the Sub-Adviser in
the performance of its duties under this Agreement,
or by reason of its reckless disregard of its
obligations and duties under this Agreement.
7. Term; Termination; Amendment.
8. This Agreement shall become
9. effective with respect to the Fund on
10. the same date as the Management
11. Agreement between the Fund and the
12. Manager becomes effective,
13. provided that it has been approved by
14. a vote of a majority of the
15. outstanding voting securities of the
16. Fund in accordance with the
17. requirements of the 1940 Act, and
18. shall remain in full force until
19. August 1, 2008 unless sooner
20. terminated as hereinafter provided.
21. This Agreement shall continue in
22. force from year to year thereafter
23. with respect to the Fund, but only as
24. long as such continuance is
25. specifically approved for the Fund at
26. least annually in the manner required
27. by the 1940 Act and the rules and
28. regulations thereunder; provided,
29. however, that if the continuation of
30. this Agreement is not approved for
31. the Fund, the Sub-Adviser may
32. continue to serve in such capacity for
33. the Fund in the manner and to the
34. extent permitted by the 1940 Act and
35. the rules and regulations thereunder.
This Agreement shall automatically
terminate in the event of its assignment and
may be terminated at any time without the
payment of any penalty by the Manager on
no less than sixty (60) days written notice to
the Sub-Adviser. This Agreement may also
be terminated by the Fund with respect to
the Fund by action of the Board of Trustees
or by a vote of a majority of the outstanding
voting securities of such Fund on no less
than sixty (60) days written notice to the
Sub-Adviser by the Fund.
This Agreement may be terminated with
respect to the Fund at any time without the
payment of any penalty by the Manager, the
Board of Trustees or by vote of a majority of
the outstanding voting securities of the Fund
in the event that it shall have been
established by a court of competent
jurisdiction that the Sub-Adviser or any
officer or director of the Sub-Adviser has
taken any action that results in a breach of
the covenants of the Sub-Adviser set forth
herein.
The terms assignment and vote of a majority
of the outstanding voting securities shall
have the meanings set forth in the 1940 Act
and the rules and regulations thereunder.
Termination of this Agreement shall not
affect the right of the Sub-Adviser to receive
payments on any unpaid balance of the
compensation described in Section 4 earned
prior to such termination. This Agreement
shall automatically terminate in the event the
Management Agreement between the
Manager and the Fund is terminated,
assigned or not renewed.
8.
Notice. Any notice under this
9. Agreement shall be in writing,
10. addressed and delivered or mailed,
11. postage prepaid, to the other party
If to the Manager:If to the Sub-Adviser:
Nuveen Asset Management Symphony
Asset Management LLC
000 Xxxx Xxxxxx Xxxxx 000 Xxxxxxxxxx
Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000 Xxx Xxxxxxxxx,
Xxxxxxxxxx 00000
Attention: Xxxx X. Xxxxxxx
Attention: Xxxx Xxxxxxx
With a copy to:
Nuveen Investments
000 Xxxx Xxxxxx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
Attention: General Counsel
or such address as such party may designate for the
receipt of such notice.
Limitations on Liability. All parties
hereto are expressly put on notice of the
Funds Agreement and Declaration of Trust
and all amendments thereto, a copy of which
is on file with the Secretary of the
Commonwealth of Massachusetts, and the
limitation of shareholder and trustee liability
contained therein. The obligations of the
Fund entered in the name or on behalf
thereof by any of the Trustees,
representatives or agents are made not
individually but only in such capacities and
are not binding upon any of the Trustees,
officers, or shareholders of the Fund
individually but are binding upon only the
assets and property of the Fund, and persons
dealing with the Fund must look solely to
the assets of the Fund and those assets
belonging to the subject Fund, for the
enforcement of any claims.
10.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. This
Agreement will be binding upon and shall inure to
the benefit of the parties hereto and their respective
successors.
12. Applicable Law. This Agreement
13. shall be construed in accordance with
14. applicable federal law and (except as
15. to Section 9 hereof which shall be
16. construed in accordance with the
17. laws of Massachusetts) the laws of
18. the State of Illinois.
IN WITNESS WHEREOF, the Manager and
the Sub-Adviser have caused this Agreement
to be executed as of the day and year first
above written.
NUVEEN ASSET MANAGEMENT, a Delaware corporation
By: _/s/ Xxxxx X. Xxxxxxxxx _
Title: Managing Director
SYMPHONY ASSET MANAGEMENT LLC
a California limited liability company
By: __/s/ Xxxx Xxxxxxx
Title: Chief Investment Officer_
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