Common use of Fee Clause in Contracts

Fee. (a) In consideration of advice to the Company relating to, but not limited to, the design and structuring of, and marketing assistance with respect to, the Fund and the distribution of its shares of common stock (the “Shares”), the Company shall pay a fee to Xxxxxx Xxxxxxx in the aggregate amount of $[—] (the “Fee”). Subject to paragraph (b), the Fee paid to Xxxxxx Xxxxxxx shall not exceed [—]% of the total price to the public of the Shares sold by the Fund in its initial public offering (the “Offering”). (b) Notwithstanding paragraph (a), in the event that the Company (or the Fund or any person or entity affiliated with the Company, the Fund or any subadviser to the Fund or acting on behalf of or at the direction of any of the foregoing) compensates or agrees to compensate any other broker or dealer participating in the Offering (each, an “Other Broker”) for any services or otherwise in connection with the Offering or with respect to the Fund or its Shares (excluding for this purpose any compensation paid directly to the entire underwriting syndicate, as a group, pursuant to the principal underwriting agreement (the “Underwriting Agreement”) relating to the Offering), whether such compensation be denominated as a fee, an expense reimbursement, a set-off, a credit or otherwise (such compensation with respect to any Other Broker, such Other Broker’s “Other Compensation”), then the amount of the Fee shall be increased as and to the extent necessary so that the Fee payable to Xxxxxx Xxxxxxx hereunder, expressed as a percentage of the aggregate price to the public of the Shares sold by Xxxxxx Xxxxxxx in the Offering (including any Shares over-allotted by Xxxxxx Xxxxxxx in the Offering regardless of whether the over-allotment option in the Offering is exercised), is no less than the Other Compensation, expressed as a percentage of the aggregate price to the public of the Shares sold by such Other Broker in the Offering. For purposes of this paragraph (b), the number of Shares sold by Xxxxxx Xxxxxxx shall be deemed to include one half of the number of Shares sold by Xxxxxx Xxxxxxx Xxxxx Xxxxxx LLC, and Citigroup Global Markets Inc. shall be deemed to have sold the other half. (c) The Company shall pay the Fee to Xxxxxx Xxxxxxx before the closing of the purchase and sale of the Shares pursuant to the Underwriting Agreement on the first closing date by wire transfer to the order of Xxxxxx Xxxxxxx. The Company acknowledges that the Fee is in addition to any compensation Xxxxxx Xxxxxxx earns in connection with its role as an underwriter to the Fund in the Offering, which services are distinct from and in addition to the marketing and structuring services described above.

Fee. (a) In consideration of advice to the Company relating to, but not limited to, the design and structuring of, and marketing assistance with respect to, the Fund and the distribution of its the Fund’s common shares of common stock beneficial interest, par value $0.01 per share (the “Shares”), and syndication assistance with respect to the Fund and the distribution of the Shares, including without limitation, views from an investor market, distribution and syndication perspective on (i) marketing issues with respect to the Fund’s investment policies and proposed investments, (ii) the overall marketing and positioning thesis for the Fund’s initial public offering of its Shares (the “Offering”), (iii) securing syndicate participants for the Offering, (iv) preparation of marketing and diligence materials for underwriters, (v) conveying information and market updates to syndicate members and (vi) coordinating syndicate orders during the Offering, the Company shall pay a fee to Xxxxxx Xxxxxxx calculated at 0.50% of the aggregate price to the public of all Shares sold in the aggregate amount Offering (whether sold by Xxxxxx Xxxxxxx or any other broker or dealer participating in the Offering (each, an “Other Broker”) and including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised), equal to $[—[ ] (the “Fee”). . (b) Subject to paragraph (bc), the Fee paid to Xxxxxx Xxxxxxx shall not exceed [—]0.50% of the total price to the public of the Shares sold by the Fund in its initial public offering the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised). In the event the Offering does not proceed, Xxxxxx Xxxxxxx will not receive any fees under this Agreement; however, for the avoidance of doubt, accountable expenses actually incurred may be payable to Xxxxxx Xxxxxxx pursuant to the terms of the principal underwriting agreement relating to the Offering (the “OfferingUnderwriting Agreement”). (bc) Notwithstanding paragraph (a), in the event that the Company (or the Fund or any person or entity affiliated with the Company, the Fund or any subadviser sub-adviser to the Fund or acting on behalf of or at the direction of any of the foregoing) compensates or agrees to compensate any other broker or dealer participating in the Offering (each, an “Other Broker”) Broker for any services or otherwise in connection with the Offering or with respect to the Fund or its Shares (excluding for this purpose any compensation paid directly to the entire underwriting syndicate, as a group, pursuant to the principal underwriting agreement (the “Underwriting Agreement”) relating to the Offering), whether such compensation be denominated as a fee, an expense reimbursement, a set-off, a credit or otherwise (such compensation with respect to any Other Broker, such Other Broker’s “Other Compensation”), then the amount of the Fee shall be increased as and to the extent necessary so that the Fee payable to Xxxxxx Xxxxxxx hereunder, expressed as (i) a dollar amount, (ii) a percentage of the aggregate price to the public of the Shares sold by Xxxxxx Xxxxxxx in the Offering (including any Shares over-allotted by Xxxxxx Xxxxxxx in the Offering regardless of whether the over-allotment option in the Offering is exercised) or (iii) a percentage of the aggregate price to the public of all Shares sold in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised), is no less than the Other Compensation, expressed as (i) a dollar amount, (ii) a percentage of the aggregate price to the public of the Shares sold by such Other Broker in the Offering. For purposes Offering (including any Shares over-allotted by such Other Broker in the Offering regardless of this paragraph whether the over-allotment option in the Offering is exercised) or (biii) a percentage of the aggregate price to the public of all Shares sold in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised), the number of Shares sold by Xxxxxx Xxxxxxx shall be deemed to include one half of the number of Shares sold by Xxxxxx Xxxxxxx Xxxxx Xxxxxx LLC, and Citigroup Global Markets Inc. shall be deemed to have sold the other halfrespectively. (cd) The Company shall pay the Fee to Xxxxxx Xxxxxxx before on the closing of the purchase and sale of the Shares pursuant to the Underwriting Agreement on the first closing date by wire transfer to the order of Xxxxxx Xxxxxxx. Xxxxxxx using the following wire instructions: Citibank, N.A. Account: Xxxxxx Xxxxxxx & Co. Account #: 000-00-000 ABA #: 000-000-000 Attention: Xxxxx Xxxxx Ref: Nuveen High Income November 2021 Target Term Fund Please notify “xxxxxxxxxxxxxx@xxxxxxxxxxxxx.xxx” when the wire is sent. (e) The Company acknowledges that the Fee is in addition to any compensation Xxxxxx Xxxxxxx earns in connection with its role as an underwriter to the Fund in the Offering, which services are distinct from and in addition to the marketing and structuring services described above.

Fee. (a) In consideration of advice to the Company relating to, but not limited to, the design and structuring of, and marketing assistance with respect to, the Fund and the distribution of its common shares of common stock beneficial interest, par value $0.001 per share (the “Shares”), the Company shall pay a fee to Xxxxxx Xxxxxxx in the aggregate amount of $[—•] (the “Fee”). Subject to paragraph (b), the Fee sum total of this Fee, plus the structuring fees and sales incentive fee paid to Xxxxxx Xxxxxxx certain other underwriters in connection with this offering, plus the underwriters’ counsel fees paid for by the Fund and commissions paid to certain registered personnel of its broker-dealer affiliates shall not exceed [—]9.0% of the total price to the public of the Shares sold by the Fund in its initial public offering (pursuant to the “Offering”)Prospectus. (b) Notwithstanding paragraph (a), in the event that the Company (or the Fund or any person or entity affiliated with the Company, the Fund or any subadviser to the Fund or acting on behalf of or at the direction of any of the foregoing) compensates or agrees to compensate any other broker or dealer participating in the Offering (each, an “Other Broker”) for any services or otherwise in connection with the Offering or with respect to the Fund or its Shares (excluding for this purpose any compensation paid directly to the entire underwriting syndicate, as a group, pursuant to the principal underwriting agreement (the “Underwriting Agreement”) relating to the Offering), whether such compensation be denominated as a fee, an expense reimbursement, a set-off, a credit or otherwise (such compensation with respect to any Other Broker, such Other Broker’s “Other Compensation”), then the amount of the Fee shall be increased as and to the extent necessary so that the Fee payable to Xxxxxx Xxxxxxx hereunder, expressed as a percentage of the aggregate price to the public of the Shares sold by Xxxxxx Xxxxxxx in the Offering (including any Shares over-allotted by Xxxxxx Xxxxxxx in the Offering regardless of whether the over-allotment option in the Offering is exercised), is no less than the Other Compensation, expressed as a percentage of the aggregate price to the public of the Shares sold by such Other Broker in the Offering. For purposes of this paragraph (b), the number of Shares sold by Xxxxxx Xxxxxxx shall be deemed to include one half of the number of Shares sold by Xxxxxx Xxxxxxx Xxxxx Xxxxxx LLC, and Citigroup Global Markets Inc. shall be deemed to have sold the other half. (c) The Company shall pay the Fee to Xxxxxx Xxxxxxx on or before the closing of the purchase and sale of the Shares pursuant to the Underwriting Agreement on the first closing date [•], 2010 by wire transfer to the order of Xxxxxx Xxxxxxx. The Company acknowledges that the Fee is in addition to any compensation Xxxxxx Xxxxxxx earns in connection with its role as an underwriter to the Fund in the Offering, which services are distinct from and in addition to the marketing and structuring services described above.

Fee. (a) In consideration of advice to the Company relating to, but not limited to, the design and structuring of, and marketing assistance with respect to, the Fund and the distribution of its shares of common stock (the “Shares”), the Company shall pay a fee to Xxxxxx Xxxxxxx in the aggregate amount of $[—] $ (the “Fee”). Subject to paragraph (b), the Fee paid to Xxxxxx Xxxxxxx shall not exceed [—]% of the total price to the public of the Shares sold by the Fund in its initial public offering (the “Offering”). (b) Notwithstanding paragraph (a), in the event that the Company (or the Fund or any person or entity affiliated with the Company, the Fund or any subadviser to the Fund or acting on behalf of or at the direction of any of the foregoing) compensates or agrees to compensate any other broker or dealer participating in the Offering (each, an “Other Broker”) for any services or otherwise in connection with the Offering or with respect to the Fund or its Shares (excluding for this purpose any compensation paid directly to the entire underwriting syndicate, as a group, pursuant to the principal underwriting agreement (the “Underwriting Agreement”) relating to the Offering), whether such compensation be denominated as a fee, an expense reimbursement, a set-off, a credit or otherwise (such compensation with respect to any Other Broker, such Other Broker’s “Other Compensation”), then the amount of the Fee shall be increased as and to the extent necessary so that the Fee payable to Xxxxxx Xxxxxxx hereunder, expressed as a percentage of the aggregate price to the public of the Shares sold by Xxxxxx Xxxxxxx in the Offering (including any Shares over-allotted by Xxxxxx Xxxxxxx in the Offering regardless of whether the over-allotment option in the Offering is exercised), is no less than the Other Compensation, expressed as a percentage of the aggregate price to the public of the Shares sold by such Other Broker in the Offering. For purposes of this paragraph (b), the number of Shares sold by Xxxxxx Xxxxxxx shall be deemed to include one half of the number of Shares sold by Xxxxxx Xxxxxxx Xxxxx Xxxxxx LLC, and Citigroup Global Markets Inc. shall be deemed to have sold the other half. (c) The Company shall pay the Fee to Xxxxxx Xxxxxxx before the closing of the purchase and sale of the Shares pursuant to the Underwriting Agreement on the first closing date by wire transfer to the order of Xxxxxx Xxxxxxx. The Company acknowledges that the Fee is in addition to any compensation Xxxxxx Xxxxxxx earns in connection with its role as an underwriter to the Fund in the Offering, which services are distinct from and in addition to the marketing and structuring services described above.

Fee. (a) In consideration of advice to the Company relating to, but not limited to, the design and structuring ofdesign, structure, corporate finance and marketing assistance with respect to, of the Fund and the for assistance in connection with distribution of its shares of common stock (the “Shares”)Fund as a closed-end investment company, the Company shall pay a fee to you calculated based on 1.25% of the aggregate price to public of the common shares of beneficial interest of the Fund sold by Xxxxxx Xxxxxxx in the aggregate amount of $[—] (the “Fee”). Subject to paragraph (b), the Fee paid to Xxxxxx Xxxxxxx shall not exceed [—]% of the total price to the public of the Shares sold by the Fund in its Fund's initial public offering (the “"Offering”") (including any common shares of the Fund over-allotted by Xxxxxx Xxxxxxx in the Offering regardless of whether the over-allotment option in the Offering is exercised), equal to $[ ] (the "Fee"). (b) Notwithstanding paragraph (aSection 1(a), in the event that the Company (or the Fund or any person or entity affiliated with the Company, the Fund Company or any subadviser to the Fund or acting on behalf of or at the direction of the Company or the Fund, including Xxxxxx Xxxxxxx Investment Management Company or any of the foregoingits affiliates) compensates or agrees to compensate any other broker or dealer participating in the Offering (each, an “"Other Broker”") for any services or otherwise in connection with the Offering or with respect to the Fund or its Shares (excluding for this purpose any compensation paid directly to the entire underwriting syndicate, as a group, pursuant to the principal underwriting agreement (the “Underwriting Agreement”) relating to the Offering), whether such compensation be denominated as a fee, an expense reimbursement, a set-off, a credit or otherwise (such compensation with respect to any Other Broker, such Other Broker’s “'s "Other Compensation”"), then the amount of the Fee shall be increased as and to the extent necessary so that the Fee payable to Xxxxxx Xxxxxxx hereunder, expressed as a percentage of the aggregate price to the public of the Shares common shares of the Fund sold by Xxxxxx Xxxxxxx in the Offering (including any Shares common shares of the Fund over-allotted by Xxxxxx Xxxxxxx in the Offering regardless of whether the over-allotment option in the Offering is exercised), is no less than the Other Compensation, expressed as a percentage of the aggregate price to the public of the Shares common shares of the Fund sold by such Other Broker in the Offering. For purposes of this paragraph (b), the number of Shares sold by Xxxxxx Xxxxxxx shall be deemed to include one half of the number of Shares sold by Xxxxxx Xxxxxxx Xxxxx Xxxxxx LLC, and Citigroup Global Markets Inc. shall be deemed to have sold the other half. (c) The Company shall pay the Fee paid to Xxxxxx Xxxxxxx before the closing shall not exceed [ ]% of the purchase and sale total price to the public of the Shares pursuant to common shares sold in the Underwriting Agreement Offering. The Fee shall be paid on the first closing date or before [ ], 2006 and shall be made by wire transfer to the order of Xxxxxx Xxxxxxx. The Company acknowledges that the Fee is in addition to any compensation Xxxxxx Xxxxxxx earns you earn in connection with its your role as an underwriter to the Fund in the Offeringits initial public offering, which services are distinct from and in addition to the marketing market and structuring services described above.

Fee. (a) In consideration of advice to the Company Companies relating to, but not limited to, the design and structuring of, and marketing assistance with respect to, the Fund and the distribution of its shares of the Fund's common stock shares of beneficial interest, par value $0.01 (the “"Shares”"), including without limitation, views from an investor market and distribution perspective on (i) diversification, proportion and concentration approaches for the Company Fund's investments in light of current market conditions, (ii) marketing issues with respect to the Fund's investment policies and proposed investments, (iii) the proportion of the Fund's assets to invest in the Fund's strategies and (iv) the overall marketing and positioning thesis for the Fund's initial public offering (the "Offering"), each of the Advisor and Sub-Advisor, severally and not jointly, shall pay a fee to Xxxxxx Xxxxxxx in the aggregate amount of $[—] (the “Fee”). Subject to paragraph (b), the Fee paid to Xxxxxx Xxxxxxx shall not exceed [—]Morgan Stanley calculated ax 0.00% of the total price to the public of the Shares sold by the Fund in its initial public offering (the “Offering”). (b) Notwithstanding paragraph (a), in the event that the Company (or the Fund or any person or entity affiliated with the Company, the Fund or any subadviser to the Fund or acting on behalf of or at the direction of any of the foregoing) compensates or agrees to compensate any other broker or dealer participating in the Offering (each, an “Other Broker”) for any services or otherwise in connection with the Offering or with respect to the Fund or its Shares (excluding for this purpose any compensation paid directly to the entire underwriting syndicate, as a group, pursuant to the principal underwriting agreement (the “Underwriting Agreement”) relating to the Offering), whether such compensation be denominated as a fee, an expense reimbursement, a set-off, a credit or otherwise (such compensation with respect to any Other Broker, such Other Broker’s “Other Compensation”), then the amount of the Fee shall be increased as and to the extent necessary so that the Fee payable to Xxxxxx Xxxxxxx hereunder, expressed as a percentage of the xx xxx aggregate price to the public of the Shares sold by Xxxxxx Xxxxxxx Morgan Stanley in the Offering Offerxxx (including xnxxxxxxx any Shares over-allotted by Xxxxxx Xxxxxxx Morgan Stanley in the Offering regardless Offerxxx xxgxxxxxxx of whether the over-allotment option in the Offering is exercised), which is no less than equal to $[ ] (the Other Compensation"Fee"), expressed as a percentage $ [ ] of which will be paid by the aggregate Advisor, and $[ ] of which will be paid by the Sub-Advisor. The Fee paid to Morgan Stanley shall not exxxxx []% xx xxe total price to the public of the Shares sold by such Other Broker the Fund in the Offering. For purposes In the event the Offering does not proceed, Morgan Stanley will not recxxxx xnx xxxx under this Agreement; however, for the avoidance of this paragraph doubt, accountable expenses actually incurred may be payable to Morgan Stanley pursuant to xxx xxrxx xx xhe principal underwriting agreement relating to the Offering (bthe "Underwriting Agreement"), the number of Shares sold by Xxxxxx Xxxxxxx shall be deemed to include one half of the number of Shares sold by Xxxxxx Xxxxxxx Xxxxx Xxxxxx LLC, and Citigroup Global Markets Inc. shall be deemed to have sold the other half. (cb) The Company Companies shall pay the Fee to Xxxxxx Xxxxxxx before Morgan Stanley on the closing of the purchase closixx xx txx xxxxhase and sale of the Shares pursuant to the Underwriting Agreement on the first closing date November [ ], 2012 by wire transfer to the order of Xxxxxx XxxxxxxMorgan Stanley. The Company acknowledges Companixx xxxnxxxxxxx that the Fee is in addition to any compensation Xxxxxx Xxxxxxx Morgan Stanley earns in connection with its conxxxxxxn xxxx xts role as an underwriter to the Fund in the Offering, which services are distinct from and in addition to the marketing and structuring services described above.

Fee. (a) In consideration of advice to the Company Xxxx Xxxxx relating to, but not limited to, the design and structuring of, and marketing assistance with respect to, the Fund and the distribution of its shares of the Fund’s common stock stock, par value $0.001 per share (the “Shares”), including without limitation, views from an investor market and distribution perspective on (i) diversification, proportion and concentration approaches for the Company Fund’s investments in light of current market conditions, (ii) marketing issues with respect to the Fund’s investment policies and proposed investments, (iii) the proportion of the Fund’s assets to invest in the Fund’s strategies and (iv) the overall marketing and positioning thesis for the Fund’s initial public offering of its Shares (the “Offering”), Xxxx Xxxxx shall pay a fee to Xxxxxx Xxxxxxx calculated at [—]% of the aggregate price to the public of the Shares sold by Xxxxxx Xxxxxxx in the aggregate amount of Offering, equal to $[—] (the “Fee”). Subject to paragraph (b), the Fee paid to Xxxxxx Xxxxxxx shall not exceed [—]% of the total price to the public of the Shares sold by the Fund in the Offering. In the event the Offering does not proceed, Xxxx Xxxxx shall reimburse Xxxxxx Xxxxxxx only for all of its initial public offering (the “Offering”)accountable out-of-pocket expenses actually incurred in connection with this Agreement. (b) Notwithstanding paragraph (a), in the event that the Company Xxxx Xxxxx (or the Fund or any person or entity affiliated with the CompanyXxxx Xxxxx, the Fund or any subadviser sub-adviser to the Fund or acting on behalf of or at the direction of any of the foregoing) compensates or agrees to compensate any other broker or dealer participating in the Offering (each, an “Other Broker”) for any services or otherwise in connection with the Offering or with respect to the Fund or its Shares (excluding for this purpose any compensation paid directly to the entire underwriting syndicatedealers, as a group, pursuant to the principal underwriting initial offering period agreement relating to the Offering (the “Underwriting Initial Offering Period Agreement”) relating to the Offering)), whether such compensation be denominated as a fee, an expense reimbursement, a set-off, a credit or otherwise (such compensation with respect to any Other Broker, such Other Broker’s “Other Compensation”), then the amount of the Fee shall be increased as and to the extent necessary so that the Fee payable to Xxxxxx Xxxxxxx hereunder, expressed as a percentage of the aggregate price to the public of the Shares sold by Xxxxxx Xxxxxxx in the Offering (including any Shares over-allotted by Xxxxxx Xxxxxxx in the Offering regardless of whether the over-allotment option in the Offering is exercised)Offering, is no less than the Other Compensation, expressed as a percentage of the aggregate price to the public of the Shares sold by such Other Broker in the Offering. For purposes of this paragraph (b), the number of Shares sold by Xxxxxx Xxxxxxx shall be deemed to include one half of the number of Shares sold by Xxxxxx Xxxxxxx Xxxxx Xxxxxx LLC, and Citigroup Global Markets Inc. shall be deemed to have sold the other half. (c) The Company Xxxx Xxxxx shall pay the Fee to Xxxxxx Xxxxxxx before on the closing of the purchase and sale of the Shares pursuant to the Underwriting Initial Offering Period Agreement on the first closing date August [—], 2014, by wire transfer to the order of Xxxxxx Xxxxxxx. The Company Xxxxxxx using the following wire instructions: [—] (d) Xxxx Xxxxx acknowledges that the Fee is in addition to any compensation Xxxxxx Xxxxxxx earns in connection with its role as an underwriter to a dealer for the Fund in the Offering, which services are distinct from and in addition to the marketing and structuring services described above.

Fee. (a) In consideration of advice to the Company relating to, but not limited to, the design and structuring of, and marketing assistance with respect to, the Fund and the distribution of its the Fund’s common shares of common stock beneficial interest, par value $0.01 per share (the “Shares”), including without limitation, views from an investor market and distribution perspective on (i) diversification, proportion and concentration approaches for the Fund’s investments in light of current market conditions, (ii) marketing issues with respect to the Fund’s investment policies and proposed investments, (iii) the target allocation of the Fund’s assets among its various investment strategies and (iv) the overall marketing and positioning thesis for the Fund’s initial public offering of its Shares (the “Offering”), the Company shall pay a fee to Xxxxxx Xxxxxxx calculated at % of the aggregate price to the public of the Shares sold by Xxxxxx Xxxxxxx in the aggregate amount of $[—] Offering equal to $ (the “Fee”). Subject to paragraph (b), the The Fee paid to Xxxxxx Xxxxxxx shall not exceed [—]% of the total price to the public of the Shares sold by the Fund in its initial public offering the Offering. In the event the Offering does not proceed, Xxxxxx Xxxxxxx will not receive any fees under this Agreement; however, for avoidance of doubt, accountable expenses actually incurred may be payable to Xxxxxx Xxxxxxx pursuant to the terms of the principal underwriting agreement related to the Offering (the “OfferingUnderwriting Agreement”). (b) Notwithstanding paragraph (a), in the event that the Company (or the Fund or any person or entity affiliated with the Company, the Fund or any subadviser sub-adviser to the Fund or acting on behalf of or at the direction of any of the foregoing) compensates or agrees to compensate any other broker or dealer participating in the Offering (each, an “Other Broker”) for any services or otherwise in connection with the Offering or with respect to the Fund or its Shares (excluding for this purpose any compensation paid directly to the entire underwriting syndicate, as a group, pursuant to the principal underwriting agreement (the “Underwriting Agreement”) relating to the Offering), whether such compensation be denominated as a fee, an expense reimbursement, a set-off, a credit or otherwise (such compensation with respect to any Other Broker, such Other Broker’s “Other Compensation”), then the amount of the Fee shall be increased as and to the extent necessary so that the Fee payable to Xxxxxx Xxxxxxx hereunder, expressed as a percentage of the aggregate price to the public of the Shares sold by Xxxxxx Xxxxxxx in the Offering (including any Shares over-allotted by Xxxxxx Xxxxxxx in the Offering regardless of whether the over-allotment option in the Offering is exercised), is no less than the Other Compensation, expressed as a percentage of the aggregate price to the public of the Shares sold by such Other Broker in the Offering. For purposes Offering (including any Shares over-allotted by such Other Broker in the Offering regardless of this paragraph (bwhether the over-allotment option in the Offering is exercised), the number of Shares sold by Xxxxxx Xxxxxxx shall be deemed to include one half of the number of Shares sold by Xxxxxx Xxxxxxx Xxxxx Xxxxxx LLC, and Citigroup Global Markets Inc. shall be deemed to have sold the other half. (c) The Company shall pay the Fee to Xxxxxx Xxxxxxx before on the closing of the purchase and sale of the Shares pursuant to the Underwriting Agreement on the first closing date , 2017, by wire transfer to the order of Xxxxxx Xxxxxxx. Xxxxxxx using the following wire instructions: (d) The Company acknowledges that the Fee is in addition to any compensation Xxxxxx Xxxxxxx earns in connection with its role as an underwriter to a dealer for the Fund in the Offering, which services are distinct from and in addition to the marketing and structuring services described above.

Fee. (a) In consideration of advice to the Company relating to, but not limited to, the design and structuring of, and marketing assistance with respect to, the Fund and the distribution of its the Fund’s common shares of common stock beneficial interest, par value $0.01 per share (the “Shares”), and syndication assistance with respect to the Fund and the distribution of the Shares, including without limitation, views from an investor market, distribution and syndication perspective on (i) marketing issues with respect to the Fund’s investment policies and proposed investments, (ii) the overall marketing and positioning thesis for the Fund’s initial public offering of its Shares (the “Offering”), (iii) securing syndicate participants for the Offering, (iv) preparation of marketing and diligence materials for underwriters, (v) conveying information and market updates to syndicate members and (vi) coordinating syndicate orders during the Offering, the Company shall pay a fee to Xxxxxx Xxxxxxx calculated at [0.50]% of the aggregate price to the public of all Shares sold in the aggregate amount Offering (whether sold by Xxxxxx Xxxxxxx or any other broker or dealer participating in the Offering (each, an “Other Broker”) and including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised), equal to $[—●] (the “Fee”). . (b) Subject to paragraph (bc), the Fee paid to Xxxxxx Xxxxxxx shall not exceed [—]% 0.50]% of the total price to the public of the Shares sold by the Fund in its initial public offering the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised). In the event the Offering does not proceed, Xxxxxx Xxxxxxx will not receive any fees under this Agreement; however, for the avoidance of doubt, accountable expenses actually incurred may be payable to Xxxxxx Xxxxxxx pursuant to the terms of the principal underwriting agreement relating to the Offering (the “OfferingUnderwriting Agreement”). (bc) Notwithstanding paragraph (a), in the event that the Company (or the Fund or any person or entity affiliated with the Company, the Fund or any subadviser sub- adviser to the Fund or acting on behalf of or at the direction of any of the foregoing) compensates or agrees to compensate any other broker or dealer participating in the Offering (each, an “Other Broker”) Broker for any services or otherwise in connection with the Offering or with respect to the Fund or its Shares (excluding for this purpose any compensation paid directly to the entire underwriting syndicate, as a group, pursuant to the principal underwriting agreement (the “Underwriting Agreement”) relating to the Offering), whether such compensation be denominated as a fee, an expense reimbursement, a set-off, a credit or otherwise (such compensation with respect to any Other Broker, such Other Broker’s “Other Compensation”), then the amount of the Fee shall be increased as and to the extent necessary so that the Fee payable to Xxxxxx Xxxxxxx hereunder, expressed as (i) a dollar amount, (ii) a percentage of the aggregate price to the public of the Shares sold by Xxxxxx Xxxxxxx in the Offering (including any Shares over-allotted by Xxxxxx Xxxxxxx in the Offering regardless of whether the over-allotment option in the Offering is exercised) or (iii) a percentage of the aggregate price to the public of all Shares sold in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised), is no less than the Other Compensation, expressed as (i) a dollar amount, (ii) a percentage of the aggregate price to the public of the Shares sold by such Other Broker in the Offering. For purposes Offering (including any Shares over-allotted by such Other Broker in the Offering regardless of this paragraph whether the over-allotment option in the Offering is exercised) or (biii) a percentage of the aggregate price to the public of all Shares sold in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised), the number of Shares sold by Xxxxxx Xxxxxxx shall be deemed to include one half of the number of Shares sold by Xxxxxx Xxxxxxx Xxxxx Xxxxxx LLC, and Citigroup Global Markets Inc. shall be deemed to have sold the other halfrespectively. (cd) The Company shall pay the Fee to Xxxxxx Xxxxxxx before on the closing of the purchase and sale of the Shares pursuant to the Underwriting Agreement on the first closing date by wire transfer to the order of Xxxxxx Xxxxxxx. Xxxxxxx using the following wire instructions: Citibank, N.A. Account: Xxxxxx Xxxxxxx & Co. Account #: [000-00-000] ABA #: 000-000-000 Attention: [Xxxxx Xxxxx] Ref: Nuveen Credit Opportunities 2022 Target Term Fund Please notify “xxxxxxxxxxxxxx@xxxxxxxxxxxxx.xxx” when the wire is sent. (e) The Company acknowledges that the Fee is in addition to any compensation Xxxxxx Xxxxxxx earns in connection with its role as an underwriter to the Fund in the Offering, which services are distinct from and in addition to the marketing and structuring services described above.

Fee. (a) In consideration of advice to the Company Companies relating to, but not limited to, the design and structuring of, and marketing assistance with respect to, the Fund and the distribution of its the Fund's common shares of common stock beneficial interest, par value $0.01 per share (the “"Shares”"), including without limitation, views from an investor market and distribution perspective on (i) diversification, proportion and concentration approaches for the Fund's investments in light of current market conditions, (ii) marketing issues with respect to the Fund's investment policies and proposed investments, (iii) the proportion of the Fund's assets to invest in the Fund's strategies and (iv) the overall marketing and positioning thesis for the Fund's initial public offering of its Shares (the "Offering"), the Company Companies shall pay a fee to Xxxxxx Xxxxxxx Morgan Stanley calculated at 0.00% xx xxx aggregate price to the public of the Shares sold by Morgan Stanley in the aggregate amount Offerixx (xxcxxxxxx any Shares over-allotted by Morgan Stanley in the Offerixx xxxaxxxxxx of whether the over-allotment option in the Offering is exercised), equal to $[—__] (the “"Fee”"), of which $[__] shall be paid by the Adviser and $[__] shall be paid by the Investment Sub-Adviser. Subject to paragraph (b), the Fee paid to Xxxxxx Xxxxxxx Morgan Stanley shall not exceed excxxx [—__]% of the xx xhe total price to the public of the Shares sold by the Fund in its initial public offering the Offering. In the event the Offering does not proceed, Morgan Stanley will not recexxx xxy xxxx xnder this Agreement; however, for the avoidance of doubt, accountable expenses actually incurred may be payable to Morgan Stanley pursuant to txx xxxmx xx xxe principal underwriting agreement relating to the Offering (the “Offering”"Underwriting Agreement"). (b) Notwithstanding paragraph (a), in the event that the a Company (or the Fund or any person or entity affiliated with the a Company, the Fund or any subadviser sub-adviser to the Fund or acting on behalf of or at the direction of any of the foregoing) compensates or agrees to compensate any other broker or dealer participating in the Offering (each, an “"Other Broker”") for any services or otherwise in connection with the Offering or with respect to the Fund or its Shares (excluding for this purpose any compensation paid directly to the entire underwriting syndicate, as a group, pursuant to the principal underwriting agreement (the “Underwriting Agreement”) relating to the Offering), whether such compensation be denominated as a fee, an expense reimbursement, a set-off, a credit or otherwise (such compensation with respect to any Other Broker, such Other Broker’s “'s "Other Compensation”"), then the amount of the Fee shall be increased as and to the extent necessary so that the Fee payable to Xxxxxx Xxxxxxx Morgan Stanley hereunder, expressed as a percentage exxxxxxxd xx x xercentage of the aggregate price to the public of the Shares sold by Xxxxxx Xxxxxxx Morgan Stanley in the Offering Offerixx (including xxcxxxxxx any Shares over-allotted by Xxxxxx Xxxxxxx Morgan Stanley in the Offering regardless Offerixx xxxaxxxxxx of whether the over-allotment option in the Offering is exercised), is no less than the Other Compensation, expressed as a percentage of the aggregate price to the public of the Shares sold by such Other Broker in the OfferingOffering (including any Shares over-allotted by such Other Broker in the Offering regardless of whether the over-allotment option in the Offering is exercised). For purposes the avoidance of this paragraph (b)doubt, the number of Other Compensation shall not include compensation received by [__] relating to Shares that were not sold by Xxxxxx Xxxxxxx shall be deemed to include one half of the number of Shares sold by Xxxxxx Xxxxxxx Xxxxx Xxxxxx LLC, and Citigroup Global Markets Inc. shall be deemed to have sold the other half[__]. (c) The Company Companies shall pay the Fee to Xxxxxx Xxxxxxx before Morgan Stanley on the closing of the purchase closinx xx xhx xxxxxase and sale of the Shares pursuant to the Underwriting Agreement on the first closing date September [__], 2015, by wire transfer to the order of Xxxxxx Xxxxxxx. Morgan Stanley using the folxxxxxx xxxx xxstructions: Citibank, N.A. Account: Morgan Stanley & Co. Axxxxxx #: 000-90-774 ABA #: 021-000-000 Attention: Xxxxx Xxxxg Ref: First Xxxxx Xxxxmic Europe Equity Income Fund Please notify "fidfinalsettle@morganstanley.xxx" xxxx xxx xxxx xx xxxx. (d) The Company acknowledges Companies acknowledge that the Fee is in addition to any compensation Xxxxxx Xxxxxxx Morgan Stanley earns in connection with its connxxxxxx xxxx xxs role as an underwriter to the Fund in the Offering, which services are distinct from and in addition to the marketing and structuring services described above.

Fee. (a) In consideration of advice your services assisting the Advisers with respect to the Company relating to, but not limited to, the structure and design and structuring of, and marketing assistance with respect to, of the Fund and the organization of the Fund as well as services related to the sale and distribution of its shares the Fund's Common Shares, including without limitation, views from an investor market and distribution perspective on (i) investment policies to consider in light of common stock today's market, (ii) the “Shares”)amount and nature of economic and/or financial leverage that could be accepted by the potential investor community, (iii) marketing issues with respect to investments in non-investment grade securities, (iv) marketing issues with respect to utilization of a long/short strategy and (v) the overall marketing and positioning for the Fund's initial public offering, the Company Advisers shall pay a fee to Xxxxxx Xxxxxxx you in the aggregate amount of $[—[ ] (the “Fee”"FEE"). Subject to paragraph The Fee shall be paid on or before the Closing Date (bas defined in the Underwriting Agreement), the . The Fee shall be paid to Xxxxxx Xxxxxxx shall not exceed [—]% of the total price by wire transfer to the public order of the Shares sold by the Fund in its initial public offering (the “Offering”). (b) Notwithstanding paragraph (a)Wells Fargo Securities, in LLC. In the event that the Company Advisers (or the Fund or any person or entity affiliated with the Company, the Fund Advisers or any subadviser to the Fund or acting on behalf of or at the direction of any of the foregoing) compensates or agrees to compensate any other broker or dealer participating in the Offering (each, an “Other Broker”"OTHER BROKER") for any services or otherwise in connection with the Offering or with respect to the Fund or its Common Shares (excluding for this purpose any compensation paid directly to the entire underwriting syndicate, as a group, pursuant to the principal underwriting agreement (the “Underwriting Agreement”) relating to the Offering), and whether such compensation be denominated as a fee, an expense reimbursement, a set-off, a credit or otherwise (such compensation with respect to any Other Broker, such Other Broker’s “Other Compensation”'s "OTHER COMPENSATION"), then the amount of the Fee shall be increased as and to the extent necessary so that the Fee payable to Xxxxxx Xxxxxxx you hereunder, expressed as a percentage of the aggregate price to the public of the Common Shares sold by Xxxxxx Xxxxxxx you in the Offering (including any Common Shares over-allotted by Xxxxxx Xxxxxxx you in the Offering regardless of whether the over-allotment option in the Offering is exercised), is no less than the Other Compensation, expressed as a percentage of the aggregate price to the public of the Common Shares sold by such Other Broker in the Offering. For purposes of this paragraph (b), the number of Shares sold by Xxxxxx Xxxxxxx shall be deemed to include one half of the number of Shares sold by Xxxxxx Xxxxxxx Xxxxx Xxxxxx LLC, and Citigroup Global Markets Inc. shall be deemed to have sold the other half. (c) The Company shall pay the Fee to Xxxxxx Xxxxxxx before the closing of the purchase and sale of the Shares pursuant to the Underwriting Agreement on the first closing date by wire transfer to the order of Xxxxxx Xxxxxxx. The Company acknowledges that the Fee is in addition to any compensation Xxxxxx Xxxxxxx earns in connection with its role as an underwriter to the Fund in the Offering, which services are distinct from and in addition to the marketing and structuring services described above.

Fee. (a) In consideration of advice to the Company relating to, but not limited to, the design and structuring of, and marketing assistance with respect to, the Fund and the distribution of its common shares of common stock beneficial interest, par value $.01 per share (the “Shares”), the Company shall pay a fee to Xxxxxx Xxxxxxx calculated at [ ]% of the aggregate price to public of the Shares sold by Xxxxxx Xxxxxxx in the aggregate amount Fund’s initial public offering (the “Offering”) (including any Shares over-allotted by Xxxxxx Xxxxxxx in the Offering regardless of $[—] whether the over-allotment option in the Offering is exercised), equal to $ 1 (the “Fee”). Subject to paragraph (b), the Fee paid to Xxxxxx Xxxxxxx shall not exceed [—]% %2 of the total price to the public of the Shares sold by the Fund in its initial public offering (the “Offering”). (b) Notwithstanding paragraph (a), in the event that the Company (or the Fund or any person or entity affiliated with the Company, the Fund or any subadviser to the Fund or acting on behalf of or at the direction of any of the foregoing) compensates or agrees to compensate any other broker or dealer participating in the Offering (each, an “Other Broker”) for any services or otherwise in connection with the Offering or with respect to the Fund or its Shares (excluding for this purpose any compensation paid directly to the entire underwriting syndicate, as a group, pursuant to the principal underwriting agreement (the “Underwriting Agreement”) relating to the Offering), whether such compensation be denominated as a fee, an expense reimbursement, a set-off, a credit or otherwise otherwise, except for compensation in the form of a trailing fee which is payable to an Other Broker on a periodic basis after the Offering for distribution and/or services in connection with the Offering, (such compensation with respect to any Other Broker, such Other Broker’s “Other 1 ([ ]%)*(dollar value of Shares sold by Xxxxxx Xxxxxxx, including over-allotments). 2 (dollar value of Fee)/(aggregate price to public of firm Shares as reflected in table on prospectus cover page)*100%. Compensation”), then the amount of the Fee shall be increased as and to the extent necessary so that the Fee payable to Xxxxxx Xxxxxxx hereunder, expressed as a percentage of the aggregate price to the public of the Shares sold by Xxxxxx Xxxxxxx in the Offering (including any Shares over-allotted by Xxxxxx Xxxxxxx in the Offering regardless of whether the over-allotment option in the Offering is exercised), is no less than the Other Compensation, expressed as a percentage of the aggregate price to the public of the Shares sold by such Other Broker in the Offering. For purposes of this paragraph (b), the number of Shares sold by Xxxxxx Xxxxxxx shall be deemed to include one half of the number of Shares sold by Xxxxxx Xxxxxxx Xxxxx Xxxxxx LLC, and Citigroup Global Markets Inc. shall be deemed to have sold the other half. (c) The Company shall pay the Fee to Xxxxxx Xxxxxxx before the closing of the purchase and sale of the Shares pursuant to the Underwriting Agreement on the [first closing date date] by wire transfer to the order of Xxxxxx Xxxxxxx. The Company acknowledges that the Fee is in addition to any compensation Xxxxxx Xxxxxxx earns in connection with its role as an underwriter to the Fund in the Offeringits initial public offering, which services are distinct from and in addition to the marketing and structuring services described above.

Fee. (a) In consideration of advice to the Company relating to, but not limited to, the design and structuring of, and marketing assistance with respect to, the Fund and the distribution of its common shares of common stock beneficial interest (the “Shares”), including without limitation, views from an investor market and distribution perspective on (i) diversification, proportion and concentration approaches for the Fund’s investments in light of current market conditions, (ii) marketing issues with respect to the Fund’s investment policies and proposed investments, (iii) the proportion of the Fund’s assets to invest in the Fund’s strategies, and (iv) the overall marketing and positioning thesis for the Fund’s initial public offering, the Company shall pay a fee to Xxxxxx Xxxxxxx calculated at % of the aggregate price to the public of the Shares sold by Xxxxxx Xxxxxxx in the aggregate amount Fund’s initial public offering (the “Offering”) (including any Shares over-allotted by Xxxxxx Xxxxxxx in the Offering regardless of $[—] whether the over-allotment option in the Offering is exercised), equal to $ (the “Fee”). Subject to paragraph (b), the Fee paid to Xxxxxx Xxxxxxx shall not exceed [—]% of the total price to the public of the Shares sold by the Fund in its initial public offering (the “Offering”). (b) Notwithstanding paragraph (a), in the event that the Company (or the Fund or any person or entity affiliated with the Company, the Fund or any subadviser to the Fund or acting on behalf of or at the direction of any of the foregoing) compensates or agrees to compensate any other broker or dealer participating in the Offering (each, an “Other Broker”) for any services or otherwise in connection with the Offering or with respect to the Fund or its Shares (excluding for this purpose any compensation paid directly to the entire underwriting syndicate, as a group, pursuant to the principal underwriting agreement (the “Underwriting Agreement”) relating to the Offering), whether such compensation be denominated as a fee, an expense reimbursement, a set-off, a credit or otherwise (such compensation with respect to any Other Broker, such Other Broker’s “Other Compensation”), then the amount of the Fee shall be increased as and to the extent necessary so that the Fee payable to Xxxxxx Xxxxxxx hereunder, expressed as a percentage of the aggregate price to the public of the Shares sold by Xxxxxx Xxxxxxx in the Offering (including any Shares over-allotted by Xxxxxx Xxxxxxx in the Offering regardless of whether the over-allotment option in the Offering is exercised), is no less than the Other Compensation, expressed as a percentage of the aggregate price to the public of the Shares sold by such Other Broker in the Offering. For purposes of this paragraph (b), the number of Shares sold by Xxxxxx Xxxxxxx shall be deemed to include one half of the number of Shares sold by Xxxxxx Xxxxxxx Xxxxx Xxxxxx LLC, and Citigroup Global Markets Inc. shall be deemed to have sold the other half. (c) The Company shall pay the Fee to Xxxxxx Xxxxxxx before the closing of the purchase and sale of the Shares pursuant to the Underwriting Agreement on the first closing date January [ • ], 2011 by wire transfer to the order of Xxxxxx Xxxxxxx. The Company acknowledges that the Fee is in addition to any compensation Xxxxxx Xxxxxxx earns in connection with its role as an underwriter to the Fund in the Offeringits initial public offering, which services are distinct from and in addition to the marketing and structuring services described above.

Fee. (a) In consideration of advice to the Company relating to, but not limited to, the design and structuring of, and marketing assistance with respect to, the Fund and the distribution of its common shares of common stock (the “Shares”), the Company shall pay a fee to Xxxxxx Xxxxxxx calculated at 1.25% of the aggregate price to the public of the Shares sold by Xxxxxx Xxxxxxx in the aggregate amount Fund’s initial public offering (the “Offering”) (including any Shares over-allotted by Xxxxxx Xxxxxxx in the Offering regardless of $[—] whether the over-allotment option in the Offering is exercised), equal to $ (the “Fee”). Subject to paragraph (b), the Fee paid to Xxxxxx Xxxxxxx shall not exceed [—]% of the total price to the public of the Shares sold by the Fund in its initial public offering (the “Offering”). (b) Notwithstanding paragraph (a), in the event that the Company (or the Fund or any person or entity affiliated with the Company, the Fund or any subadviser to the Fund or acting on behalf of or at the direction of any of the foregoing) compensates or agrees to compensate any other broker or dealer participating in the Offering (each, an “Other Broker”) for any services or otherwise in connection with the Offering or with respect to the Fund or its Shares (excluding for this purpose any compensation paid directly to the entire underwriting syndicate, as a group, pursuant to the principal underwriting agreement (the “Underwriting Agreement”) relating to the Offering), whether such compensation be denominated as a fee, an expense reimbursement, a set-off, a credit or otherwise otherwise, except for compensation in the form of a trailing fee which is payable to an Other Broker on a periodic basis after the Offering for distribution and/or services in connection with the Offering, (such compensation with respect to any Other Broker, such Other Broker’s “Other Compensation”), then the amount of the Fee shall be increased as and to the extent necessary so that the Fee payable to Xxxxxx Xxxxxxx hereunder, expressed as a percentage of the aggregate price to the public of the Shares sold by Xxxxxx Xxxxxxx in the Offering (including any Shares over-allotted by Xxxxxx Xxxxxxx in the Offering regardless of whether the over-allotment option in the Offering is exercised), is no less than the Other Compensation, expressed as a percentage of the aggregate price to the public of the Shares sold by such Other Broker in the Offering. For purposes of this paragraph (b), the number of Shares sold by Xxxxxx Xxxxxxx shall be deemed to include one half of the number of Shares sold by Xxxxxx Xxxxxxx Xxxxx Xxxxxx LLC, and Citigroup Global Markets Inc. shall be deemed to have sold the other half. (c) The Company shall pay the Fee to Xxxxxx Xxxxxxx before the closing of the purchase and sale of the Shares pursuant to the Underwriting Agreement on the [first closing date date] by wire transfer to the order of Xxxxxx Xxxxxxx. The Company acknowledges that the Fee is in addition to any compensation Xxxxxx Xxxxxxx earns in connection with its role as an underwriter to the Fund in the Offeringits initial public offering, which services are distinct from and in addition to the marketing and structuring services described above.

Fee. (a) In consideration of advice services to the Company relating to, but not limited to, the design and structuring of, and marketing assistance with respect to, the Fund and the distribution of its the Fund’s shares of common stock stock, par value $0.001 per share (the “Shares”), including without limitation, views from an investor market and distribution perspective on (i) the timing of and receptivity to the Fund’s initial public offering of its Shares (the “Offering”), (ii) marketing issues with respect to the Fund’s investment policies and proposed investments and (iii) the overall marketing and positioning thesis for the Offering, the Company shall pay a fee to Xxxxxx Xxxxxxx in the aggregate amount of $[—] (the “Fee”). Subject to paragraph (b), the Fee paid to Xxxxxx Xxxxxxx shall not exceed [—]calculated at 1.00% of the total aggregate price to the public of the Shares sold by Xxxxxx Xxxxxxx in the Fund Offering (including any Shares over-allotted by Xxxxxx Xxxxxxx in its initial public offering the Offering regardless of whether the over-allotment option in the Offering is exercised), equal to $[ ] (the “OfferingStructuring Fee”). (b) In consideration of advice to the Company relating to, but not limited to, syndication assistance with respect to the Fund and the distribution of the Fund’s Shares, including without limitation, (i) securing syndicate participants for the Offering, (ii) preparation of marketing and diligence materials for underwriters, (iii) conveying information and market updates to syndicate members and (iv) coordinating syndicate orders during the Offering, the Company shall pay a fee to Xxxxxx Xxxxxxx calculated at 0.50% of the aggregate price to the public of all Shares sold in the Offering by any other broker or dealer participating in the Offering (each, an “Other Broker”), equal to $[ ] (together with the Structuring Fee, the “Fee”). (c) In the event the Offering does not proceed, Xxxxxx Xxxxxxx will not receive any fees under this Agreement; however, for the avoidance of doubt, accountable expenses actually incurred may be payable to Xxxxxx Xxxxxxx pursuant to the terms of the principal underwriting agreement relating to the Offering (the “Underwriting Agreement”). (d) Notwithstanding paragraph (a), in the event that the Company (or the Fund or any person or entity affiliated with the Company, the Fund or any subadviser sub-adviser to the Fund or acting on behalf of or at the direction of any of the foregoing) compensates or agrees to compensate any other broker or dealer participating in the Offering (each, an “Other Broker”) Broker for any services or otherwise in connection with the Offering or with respect to the Fund or its Shares (excluding for this purpose any compensation paid directly to the entire underwriting syndicate, as a group, pursuant to the principal underwriting agreement (the “Underwriting Agreement”) relating to the Offering), whether such compensation be denominated as a fee, an expense reimbursement, a set-off, a credit or otherwise (such compensation with respect to any Other Broker, such Other Broker’s “Other Compensation”), then the amount of the Fee shall be increased as and to the extent necessary so that the Fee payable to Xxxxxx Xxxxxxx hereunder, expressed as (i) a dollar amount, (ii) a percentage of the aggregate price to the public of the Shares sold by Xxxxxx Xxxxxxx in the Offering (including any Shares over-allotted by Xxxxxx Xxxxxxx in the Offering regardless of whether the over-allotment option in the Offering is exercised), ) or (iii) a percentage of the aggregate price to the public of all Shares sold in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised) is no less than the Other Compensation, expressed as (i) a dollar amount, (ii) a percentage of the aggregate price to the public of the Shares sold by such Other Broker in the Offering. For purposes Offering (including any Shares over-allotted by such Other Broker in the Offering regardless of this paragraph whether the over-allotment option in the Offering is exercised) or (biii) a percentage of the aggregate price to the public of all Shares sold in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised), the number of Shares sold by Xxxxxx Xxxxxxx shall be deemed to include one half of the number of Shares sold by Xxxxxx Xxxxxxx Xxxxx Xxxxxx LLC, and Citigroup Global Markets Inc. shall be deemed to have sold the other halfrespectively. (ce) The Company shall pay the Fee to Xxxxxx Xxxxxxx before on the closing of the purchase and sale of the Shares pursuant to the Underwriting Agreement on the first closing date August [ ], 2021, by wire transfer to the order of Xxxxxx Xxxxxxx. Xxxxxxx using the following wire instructions: Citibank, N.A. Account: Xxxxxx Xxxxxxx & Co. Account #: 000-00-000 ABA #: 000-000-000 Attention: Xxxxx Xxxxx Ref: Pioneer Municipal High Income Opportunities Fund, Inc. Please notify “xxxxxxxxxxxxxx@xxxxxxxxxxxxx.xxx” when the wire is sent. (f) The Company acknowledges that the Fee is in addition to any compensation Xxxxxx Xxxxxxx earns in connection with its role as an underwriter to the Fund in the Offering, which services are distinct from and in addition to the marketing and structuring services described above.

Fee. (a) In consideration of advice to the Company relating to, but not limited to, the design and structuring of, and marketing assistance with respect to, the Fund and the distribution of its the Fund’s common shares of common stock beneficial interest, no par value per share (the “Shares”), and syndication assistance with respect to the Fund and the distribution of the Shares, including without limitation, views from an investor market, distribution and syndication perspective on (i) marketing issues with respect to the Fund’s investment policies and proposed investments, (ii) the overall marketing and positioning thesis for the Fund’s initial public offering of its Shares (the “Offering”), (iii) securing syndicate participants for the Offering, (iv) preparation of marketing and diligence materials for underwriters, (v) conveying information and market updates to syndicate members and (vi) coordinating syndicate orders during the Offering, the Company shall pay a fee to Xxxxxx Xxxxxxx calculated at (A) 0.[ ]% of the aggregate price to the public of all Shares sold by Xxxxxx Xxxxxxx in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised) and (B) 0.[ ]% of the aggregate amount price to the public of all Shares sold in the Offering by any other broker or dealer participating in the Offering (each, an “Other Broker”) (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised), equal to $[—[ ] (the “Fee”). . (b) Subject to paragraph (bc), the Fee paid to Xxxxxx Xxxxxxx shall not exceed [—0.[ ]% of the total price to the public of the Shares sold by the Fund in its initial public offering the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised). In the event the Offering does not proceed, Xxxxxx Xxxxxxx will not receive any fees under this Agreement; however, for the avoidance of doubt, accountable expenses actually incurred may be payable to Xxxxxx Xxxxxxx pursuant to the terms of the principal underwriting agreement relating to the Offering (the “OfferingUnderwriting Agreement”). (bc) Notwithstanding paragraph (a), in the event that the Company (or the Fund or any person or entity affiliated with the Company, the Fund or any subadviser sub- adviser to the Fund or acting on behalf of or at the direction of any of the foregoing) compensates or agrees to compensate any other broker or dealer participating in the Offering (each, an “Other Broker”) Broker for any services or otherwise in connection with the Offering or with respect to the Fund or its Shares (excluding for this purpose any compensation paid directly to the entire underwriting syndicate, as a group, pursuant to the principal underwriting agreement (the “Underwriting Agreement”) relating to the Offering), whether such compensation be denominated as a fee, an expense reimbursement, a set-off, a credit or otherwise (such compensation with respect to any Other Broker, such Other Broker’s “Other Compensation”), then the amount of the Fee shall be increased as and to the extent necessary so that the Fee payable to Xxxxxx Xxxxxxx hereunder, expressed as (i) a dollar amount, (ii) a percentage of the aggregate price to the public of the Shares sold by Xxxxxx Xxxxxxx in the Offering (including any Shares over-allotted by Xxxxxx Xxxxxxx in the Offering regardless of whether the over-allotment option in the Offering is exercised) or (iii) a percentage of the aggregate price to the public of all Shares sold in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised), is no less than the Other Compensation, expressed as (i) a dollar amount, (ii) a percentage of the aggregate price to the public of the Shares sold by such Other Broker in the Offering. For purposes Offering (including any Shares over-allotted by such Other Broker in the Offering regardless of this paragraph whether the over-allotment option in the Offering is exercised) or (biii) a percentage of the aggregate price to the public of all Shares sold in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised), the number of Shares sold by Xxxxxx Xxxxxxx shall be deemed to include one half of the number of Shares sold by Xxxxxx Xxxxxxx Xxxxx Xxxxxx LLC, and Citigroup Global Markets Inc. shall be deemed to have sold the other halfrespectively. (cd) The Company shall pay the Fee to Xxxxxx Xxxxxxx before on the closing of the purchase and sale of the Shares pursuant to the Underwriting Agreement on the first closing date by wire transfer to the order of Xxxxxx Xxxxxxx. Xxxxxxx using the following wire instructions: Citibank, N.A. Account: Xxxxxx Xxxxxxx & Co. Account #: 000-00-000 ABA #: 000-000-000 Attention: Xxxxx Xxxxx Ref: Invesco High Income 2024 Target Term Fund Please notify “xxxxxxxxxxxxxx@xxxxxxxxxxxxx.xxx” when the wire is sent. (e) The Company acknowledges that the Fee is in addition to any compensation Xxxxxx Xxxxxxx earns in connection with its role as an underwriter to the Fund in the Offering, which services are distinct from and in addition to the marketing and structuring services described above.

Fee. (a) In consideration of advice to the Company relating to, but not limited to, the design and structuring of, and marketing assistance with respect to, the Fund and the distribution of its shares of common stock (the “Shares”), which may but need not necessarily include views from an investor market and distribution perspective on (i) possible diversification and concentration approaches to consider in light of today’s market, (ii) the amount and nature of leverage that could be accepted by the potential investor community, (iii) marketing issues with respect to the Fund investing in master limited partnership securities, (iv) the amount of master limited partnership securities and other energy-related securities invested in by the Fund, (v) the amount of fixed-income securities invested in by the Fund and (vi) the overall marketing and positioning thesis for the Fund’s initial public offering, the Company shall pay a fee to Xxxxxx Xxxxxxx in the aggregate amount of $[—[ ] (the “Fee”). Subject to paragraph (b), the Fee paid to Xxxxxx Xxxxxxx shall not exceed [—[ ]% of the total price to the public of the Shares sold by the Fund in its initial public offering (the “Offering”). In the event the offering does not proceed, Xxxxxx Xxxxxxx will not receive any fees under this Agreement; however, for the avoidance of doubt, accountable expenses actually incurred may be payable to Xxxxxx Xxxxxxx pursuant to the terms of the Underwriting Agreement (as defined below). (b) Notwithstanding paragraph (a), in the event that the Company (or the Fund or any person or entity affiliated with the Company, the Fund or any subadviser to the Fund or acting on behalf of or at the direction of any of the foregoing) compensates or agrees to compensate any other broker or dealer participating in the Offering (each, an “Other Broker”) for any services or otherwise in connection with the Offering or with respect to the Fund or its Shares (excluding for this purpose any compensation paid directly to the entire underwriting syndicate, as a group, pursuant to the principal underwriting agreement (the “Underwriting Agreement”) relating to the Offering), whether such compensation be denominated as a fee, an expense reimbursement, a set-off, a credit or otherwise (such compensation with respect to any Other Broker, such Other Broker’s “Other Compensation”), then the amount of the Fee shall be increased as and to the extent necessary so that the Fee payable to Xxxxxx Xxxxxxx hereunder, expressed as a percentage of the aggregate price to the public of the Shares sold by Xxxxxx Xxxxxxx in the Offering (including any Shares over-allotted by Xxxxxx Xxxxxxx in the Offering regardless of whether the over-allotment option in the Offering is exercised), is no less than the Other Compensation, expressed as a percentage of the aggregate price to the public of the Shares sold by such Other Broker in the Offering. For purposes of this paragraph (b), the number of Shares sold by Xxxxxx Xxxxxxx shall be deemed to include one half of the number of Shares sold by Xxxxxx Xxxxxxx Xxxxx Xxxxxx LLC, and Citigroup Global Markets Inc. shall be deemed to have sold the other half. (c) The Company shall pay the Fee to Xxxxxx Xxxxxxx before the closing within 30 days of the purchase and sale of the Shares pursuant to Closing Date (as defined in the Underwriting Agreement on the first closing date Agreement) by wire transfer to the order of Xxxxxx Xxxxxxx. The Company acknowledges that the Fee is in addition to any compensation Xxxxxx Xxxxxxx earns in connection with its role as an underwriter to the Fund in the Offering, which services are distinct from and in addition to the marketing and structuring services described above.

Fee. (a) In consideration of advice to the Company relating to, but not limited to, the design and structuring ofdesign, structure, corporate finance and marketing assistance with respect to, of the Fund and the for assistance in connection with distribution of its shares of common stock (the “Shares”)Fund as a closed-end investment company, the Company shall pay a fee to you calculated based on 1.25% of the aggregate price to public of the common shares of beneficial interest of the Fund sold by Xxxxxx Xxxxxxx in the aggregate amount of $[—] (the “Fee”). Subject to paragraph (b), the Fee paid to Xxxxxx Xxxxxxx shall not exceed [—]% of the total price to the public of the Shares sold by the Fund in its Fund’s initial public offering (the “Offering”) (including any common shares of the Fund over-allotted by Xxxxxx Xxxxxxx in the Offering regardless of whether the over-allotment option in the Offering is exercised), equal to $8,291,751 (the “Fee”). (b) Notwithstanding paragraph (aSection 1(a), in the event that the Company (or the Fund or any person or entity affiliated with the Company, the Fund Company or any subadviser to the Fund or acting on behalf of or at the direction of any of the foregoingCompany or the Fund) compensates or agrees to compensate any other broker or dealer participating in the Offering (each, an “Other Broker”) for any services or otherwise in connection with the Offering or with respect to the Fund or its Shares (excluding for this purpose any compensation paid directly to the entire underwriting syndicate, as a group, pursuant to the principal underwriting agreement (the “Underwriting Agreement”) relating to the Offering), whether such compensation be denominated as a fee, an expense reimbursement, a set-off, a credit or otherwise (such compensation with respect to any Other Broker, such Other Broker’s “Other Compensation”), then the amount of the Fee shall be increased as and to the extent necessary so that the Fee payable to Xxxxxx Xxxxxxx hereunder, expressed as a percentage of the aggregate price to the public of the Shares common shares of the Fund sold by Xxxxxx Xxxxxxx in the Offering (including any Shares common shares of the Fund over-allotted by Xxxxxx Xxxxxxx in the Offering regardless of whether the over-allotment option in the Offering is exercised), is no less than the Other Compensation, expressed as a percentage of the aggregate price to the public of the Shares common shares of the Fund sold by such Other Broker in the Offering. For purposes of this paragraph (b), the number of Shares sold by Xxxxxx Xxxxxxx shall be deemed to include one half of the number of Shares sold by Xxxxxx Xxxxxxx Xxxxx Xxxxxx LLC, and Citigroup Global Markets Inc. shall be deemed to have sold the other half. (c) The Company shall pay the Fee paid to Xxxxxx Xxxxxxx before the closing shall not exceed 1.38% of the purchase and sale total price to the public of the Shares pursuant to common shares sold in the Underwriting Agreement Offering. The Fee shall be paid on the first closing date or before June 29, 2006 and shall be made by wire transfer to the order of Xxxxxx Xxxxxxx. The Company acknowledges that the Fee is in addition to any compensation Xxxxxx Xxxxxxx earns you earn in connection with its your role as an underwriter to the Fund in the Offeringits initial public offering, which services are distinct from and in addition to the marketing market and structuring services described above.

Fee. (a) In consideration of advice to the Company relating to, but not limited to, the design and structuring of, and marketing assistance with respect to, the Fund and the distribution of its the Fund’s common shares of common stock beneficial interest, no par value per share (the “Shares”), and syndication assistance with respect to the Fund and the distribution of the Shares, including without limitation, views from an investor market, distribution and syndication perspective on (i) marketing issues with respect to the Fund’s investment policies and proposed investments, (ii) the overall marketing and positioning thesis for the Fund’s initial public offering of its Shares (the “Offering”), (iii) securing syndicate participants for the Offering, (iv) preparation of marketing and diligence materials for underwriters, (v) conveying information and market updates to syndicate members and (vi) coordinating syndicate orders during the Offering, the Company shall pay a fee to Xxxxxx Xxxxxxx calculated at 0.60% of the aggregate price to the public of all Shares sold in the aggregate amount Offering (whether sold by Xxxxxx Xxxxxxx or any other broker or dealer participating in the Offering (each, an “Other Broker”) and including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised), equal to $[—[ ] (the “Fee”). . (b) Subject to paragraph (bc), the Fee paid to Xxxxxx Xxxxxxx shall not exceed [—]0.60% of the total price to the public of the Shares sold by the Fund in its initial public offering the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised). In the event the Offering does not proceed, Xxxxxx Xxxxxxx will not receive any fees under this Agreement; however, for the avoidance of doubt, accountable expenses actually incurred may be payable to Xxxxxx Xxxxxxx pursuant to the terms of the principal underwriting agreement relating to the Offering (the “OfferingUnderwriting Agreement”). (bc) Notwithstanding paragraph (a), in the event that the Company (or the Fund or any person or entity affiliated with the Company, the Fund or any subadviser sub-adviser to the Fund or acting on behalf of or at the direction of any of the foregoing) compensates or agrees to compensate any other broker or dealer participating in the Offering (each, an “Other Broker”) Broker for any services or otherwise in connection with the Offering or with respect to the Fund or its Shares (excluding for this purpose any compensation paid directly to the entire underwriting syndicate, as a group, pursuant to the principal underwriting agreement (the “Underwriting Agreement”) relating to the Offering), whether such compensation be denominated as a fee, an expense reimbursement, a set-off, a credit or otherwise (such compensation with respect to any Other Broker, such Other Broker’s “Other Compensation”), then the amount of the Fee shall be increased as and to the extent necessary so that the Fee payable to Xxxxxx Xxxxxxx hereunder, expressed as (i) a dollar amount, (ii) a percentage of the aggregate price to the public of the Shares sold by Xxxxxx Xxxxxxx in the Offering (including any Shares over-allotted by Xxxxxx Xxxxxxx in the Offering regardless of whether the over-allotment option in the Offering is exercised) or (iii) a percentage of the aggregate price to the public of all Shares sold in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised), is no less than the Other Compensation, expressed as (i) a dollar amount, (ii) a percentage of the aggregate price to the public of the Shares sold by such Other Broker in the Offering. For purposes Offering (including any Shares over-allotted by such Other Broker in the Offering regardless of this paragraph whether the over-allotment option in the Offering is exercised) or (biii) a percentage of the aggregate price to the public of all Shares sold in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised), the number of Shares sold by Xxxxxx Xxxxxxx shall be deemed to include one half of the number of Shares sold by Xxxxxx Xxxxxxx Xxxxx Xxxxxx LLC, and Citigroup Global Markets Inc. shall be deemed to have sold the other halfrespectively. (cd) The Company shall pay the Fee to Xxxxxx Xxxxxxx before on the closing of the purchase and sale of the Shares pursuant to the Underwriting Agreement on the first closing date by wire transfer to the order of Xxxxxx Xxxxxxx. Xxxxxxx using the following wire instructions: Citibank, N.A. Account: Xxxxxx Xxxxxxx & Co. Account #: 000-00-000 ABA #: 000-000-000 Attention: Xxxxx Xxxxx Ref: Invesco High Income 2023 Target Term Fund Please notify “xxxxxxxxxxxxxx@xxxxxxxxxxxxx.xxx” when the wire is sent. (e) The Company acknowledges that the Fee is in addition to any compensation Xxxxxx Xxxxxxx earns in connection with its role as an underwriter to the Fund in the Offering, which services are distinct from and in addition to the marketing and structuring services described above.

Fee. (a) In consideration of advice to the Company relating to, but not limited to, the design and structuring of, and marketing assistance with respect to, the Fund and the distribution of its common shares of common stock beneficial interest, par value $0.00001 per share (the “Shares”), including without limitation, views from an investor market and distribution perspective on (i) diversification, proportion and concentration approaches for the Fund’s investments in light of current market conditions, (ii) marketing issues with respect to the Fund’s investment policies and proposed investments, (iii) the proportion of the Fund’s assets to invest in the Fund’s strategies, and (iv) the overall marketing and positioning thesis for the Fund’s initial public offering, the Company shall pay a fee to Xxxxxx Xxxxxxx calculated at 1.35% of the aggregate price to the public of the Shares sold by Xxxxxx Xxxxxxx in the aggregate amount Fund’s initial public offering (the “Offering”) (including any Shares over-allotted by Xxxxxx Xxxxxxx in the Offering regardless of $[—] whether the over-allotment option in the Offering is exercised), equal to $ (the “Fee”). Subject to paragraph (b), the Fee paid to Xxxxxx Xxxxxxx shall not exceed [—]% of the total price to the public of the Shares sold by the Fund in its initial public offering the Offering. In the event the Offering does not proceed, Xxxxxx Xxxxxxx will not receive any fees under this Agreement; however, for the avoidance of doubt, accountable expenses actually incurred may be payable to Xxxxxx Xxxxxxx pursuant to the terms of the principal underwriting agreement relating to the Offering (the “OfferingUnderwriting Agreement”). (b) Notwithstanding paragraph (a), in the event that the Company (or the Fund or any person or entity affiliated with the Company, the Fund or any subadviser sub-adviser to the Fund or acting on behalf of or at the direction of any of the foregoing) compensates or agrees to compensate any other broker or dealer participating in the Offering (each, an “Other Broker”) for any services or otherwise in connection with the Offering or with respect to the Fund or its Shares (excluding for this purpose any compensation paid directly to the entire underwriting syndicate, as a group, pursuant to the principal underwriting agreement (the “Underwriting Agreement”) relating to the Offering), whether such compensation be denominated as a fee, an expense reimbursement, a set-off, a credit or otherwise (such compensation with respect to any Other Broker, such Other Broker’s “Other Compensation”), then the amount of the Fee shall be increased as and to the extent necessary so that the Fee payable to Xxxxxx Xxxxxxx hereunder, expressed as a percentage of the aggregate price to the public of the Shares sold by Xxxxxx Xxxxxxx in the Offering (including any Shares over-allotted by Xxxxxx Xxxxxxx in the Offering regardless of whether the over-allotment option in the Offering is exercised), is no less than the Other Compensation, expressed as a percentage of the aggregate price to the public of the Shares sold by such Other Broker in the Offering (including any Shares over-allotted by such Other Broker in the Offering regardless of whether the over-allotment option in the Offering is exercised). This paragraph 1(b) will not apply to any Other Compensation paid to any Other Broker who is designated as the lead manager in the Offering. For purposes of this paragraph (b), the number of Shares sold by Xxxxxx Xxxxxxx shall be deemed to include one half of the number of Shares sold by Xxxxxx Xxxxxxx Xxxxx Xxxxxx LLC, and Citigroup Global Markets Inc. shall be deemed to have sold the other half. (c) The Company shall pay the Fee to Xxxxxx Xxxxxxx before on the closing of the purchase and sale of the Shares pursuant to the Underwriting Agreement on the first closing date [—], 2013 by wire transfer to the order of Xxxxxx Xxxxxxx. The Company acknowledges that the Fee is in addition to any compensation Xxxxxx Xxxxxxx earns in connection with its role as an underwriter to the Fund in the Offering, which services are distinct from and in addition to the marketing and structuring services described above.

Fee. If, and only if, (ai) In consideration the Offering (as defined below) and the sale to Xxxxx-Xxxx Group LLC, DFG Corporation and ZPG Securities, L.L.C. of advice common stock, par value $.10 per share, of the Company ("Common Stock") results in gross proceeds ("Aggregate Gross Proceeds") to the Company relating of an amount equal to, but in the aggregate, $100 million and (ii) PNC shall not limited to, the design and structuring of, and marketing assistance with respect to, the Fund and the distribution be default of its shares obligations under its letter agreement with the Company of common stock even date herewith (the “Shares”"Purchase Commitment"), then the Company shall pay a fee to Xxxxxx Xxxxxxx in the aggregate amount of PNC, or to any affiliate designated by PNC, $[—] 2.5 million (the “"Financial Services Fee”"), payable, at the Company's election, in immediately available funds, Common Stock, or any combination thereof. Subject For purposes of calculating the number of shares of Common Stock to paragraph be issued to PNC (bor any of its affiliates) pursuant to this Section 1 (the "Stock Portion"), the Fee paid value of each share of Common Stock shall be deemed to Xxxxxx Xxxxxxx shall not exceed [—]% be the per share public offering price of the total price Common Stock offered by Xxxxxxxx, Billings, Xxxxxx & Co. and Xxxx Xxxxxxxx Xxxxxxx (together, the "Underwriters") pursuant to the public of the Shares sold a prospectus supplement to be filed by the Fund in its initial public offering (the “Offering”). (b) Notwithstanding paragraph (a), in the event that the Company (or the Fund or any person or entity affiliated with the Company, the Fund or any subadviser to the Fund or acting on behalf of or at the direction of any of the foregoing) compensates or agrees to compensate any other broker or dealer participating in the Offering (each, an “Other Broker”) for any services or otherwise Securities and Exchange Commission in connection with the Offering or with respect to the Fund or its Shares Company's effective Registration Statement on Form S-3 (excluding for this purpose any compensation paid directly to the entire underwriting syndicate, as a group, pursuant to the principal underwriting agreement File No. 333-67665) (the “Underwriting Agreement”) relating to the "Offering"), whether such compensation be denominated as a fee, an expense reimbursement, a set-off, a credit or otherwise (such compensation with respect to net of any Other Broker, such Other Broker’s “Other Compensation”), then the amount of the Fee shall be increased as underwriting discounts and to the extent necessary so that the Fee payable to Xxxxxx Xxxxxxx hereunder, expressed as a percentage of the aggregate price to the public of the Shares sold by Xxxxxx Xxxxxxx in the Offering (including any Shares over-allotted by Xxxxxx Xxxxxxx in the Offering regardless of whether the over-allotment option in the Offering is exercised), is no less than the Other Compensation, expressed as a percentage of the aggregate price to the public of the Shares sold by such Other Broker in the Offeringexpenses. For purposes of this paragraph (b), the number of Shares sold by Xxxxxx Xxxxxxx shall be deemed to include one half of the number of Shares sold by Xxxxxx Xxxxxxx Xxxxx Xxxxxx LLC, and Citigroup Global Markets Inc. shall be deemed to have sold the other half. (c) The Company shall pay the Financial Services Fee to Xxxxxx Xxxxxxx before the closing PNC immediately following consummation of the purchase Offering. Simultaneously with and sale conditioned on the payment of the Shares pursuant Financial Services Fee and on Aggregate Gross Proceeds being not less than $125 million, the Company shall issue to PNC, or to any affiliate designated by PNC, warrants to purchase 750,000 shares of Common Stock at the Offering Price (the "Warrants"). The Warrants shall be immediately exercisable, shall expire six years after the Closing Date and otherwise shall be in a form reasonably agreed to by PNC and the Company prior to the Underwriting Agreement on the first closing date by wire transfer to the order of Xxxxxx XxxxxxxClosing Date. The Company acknowledges that the Fee is in addition to any compensation Xxxxxx Xxxxxxx earns in connection with its role as an underwriter to the Fund Terms defined in the Offering, which services Purchase Commitment and not otherwise defined herein are distinct from and used herein as defined in addition to the marketing and structuring services described abovePurchase Commitment.

Fee. (a) In consideration of advice to the Company relating to, but not limited to, the design and structuring of, and marketing assistance with respect to, the Fund and the distribution of its the Fund’s common shares of common stock beneficial interest, par value $0.00001 per share (the “Shares”), including without limitation, views from an investor market and distribution perspective on (i) diversification, proportion and concentration approaches for the Fund’s investments in light of current market conditions, (ii) marketing issues with respect to the Fund’s investment policies and proposed investments, (iii) the target allocation of the Fund’s assets among its various investment strategies and (iv) the overall marketing and positioning thesis for the Fund’s initial public offering of its Shares (the “Offering”), the Company shall pay a fee to Xxxxxx Xxxxxxx calculated at % of the aggregate price to the public of the Shares sold by Xxxxxx Xxxxxxx in the aggregate amount of $[—] Offering equal to $ (the “Fee”). Subject to paragraph (b), the The Fee paid to Xxxxxx Xxxxxxx shall not exceed [—]% of the total price to the public of the Shares sold by the Fund in its initial public offering the Offering. In the event the Offering does not proceed, Xxxxxx Xxxxxxx will not receive any fees under this Agreement; however, for avoidance of doubt, accountable expenses actually incurred may be payable to Xxxxxx Xxxxxxx pursuant to the terms of the principal underwriting agreement related to the Offering (the “OfferingUnderwriting Agreement”). (b) Notwithstanding paragraph (a), in the event that the Company (or the Fund or any person or entity affiliated with the Company, the Fund or any subadviser sub-adviser to the Fund or acting on behalf of or at the direction of any of the foregoing) compensates or agrees to compensate any other broker or dealer participating in listed on Schedule A of the Offering Underwriting Agreement (each, an “Other Broker”) for any services or otherwise in connection with the Offering or with respect to the Fund or its Shares (excluding for this purpose any compensation paid directly to the entire underwriting syndicate, as a group, pursuant to the principal underwriting agreement (the “Underwriting Agreement”) relating to the Offering), whether such compensation be denominated as a fee, an expense reimbursement, a set-off, a credit or otherwise (such compensation with respect to any Other Broker, such Other Broker’s “Other Compensation”), then the amount of the Fee shall be increased as and to the extent necessary so that the Fee payable to Xxxxxx Xxxxxxx hereunder, expressed as a percentage of the aggregate price to the public of the Shares sold by Xxxxxx Xxxxxxx in the Offering (including any Shares over-allotted by Xxxxxx Xxxxxxx in the Offering regardless of whether the over-allotment option in the Offering is exercised), is no less than the Other Compensation, expressed as a percentage of the aggregate price to the public of the Shares sold by such Other Broker in the OfferingOffering (including any Shares over-allotted by such Other Broker in the Offering regardless of whether the over-allotment option in the Offering is exercised). For purposes of this This paragraph (b)1(b) shall not apply to any Other Compensation paid to BofA Securities, the number of Shares sold by Xxxxxx Xxxxxxx shall be deemed to include one half of the number of Shares sold by Xxxxxx Xxxxxxx Xxxxx Xxxxxx LLC, and Citigroup Global Markets Inc. shall be deemed to have sold the other half.Inc. (c) The Company shall pay the Fee to Xxxxxx Xxxxxxx before on the closing of the purchase and sale of the Shares pursuant to the Underwriting Agreement on the first closing date , 2019, by wire transfer to the order of Xxxxxx Xxxxxxx. Xxxxxxx using the following wire instructions: (d) The Company acknowledges that the Fee is in addition to any compensation Xxxxxx Xxxxxxx earns in connection with its role as an underwriter to a dealer for the Fund in the Offering, which services are distinct from and in addition to the marketing and structuring services described above.

Fee. (a) In consideration of advice to the Company relating to, but not limited to, the design and structuring of, and marketing assistance with respect to, the Fund and the distribution of its the Fund’s common shares of common stock beneficial interest, par value $0.001 per share (the “Shares”), including without limitation, views from an investor market and distribution perspective on (i) diversification, proportion and concentration approaches for the Fund’s investments in light of current market conditions, (ii) marketing issues with respect to the Fund’s investment policies and proposed investments, (iii) the proportion of the Fund’s assets to invest in the Fund’s strategies and (iv) the overall marketing and positioning thesis for the Fund’s initial public offering of its Shares (the “Offering”), the Company shall pay a fee to Xxxxxx Xxxxxxx calculated at [ ]% of the aggregate price to the public of the Shares sold by Xxxxxx Xxxxxxx in the aggregate amount Offering (including any Shares over-allotted by Xxxxxx Xxxxxxx in the Offering regardless of whether the over-allotment option in the Offering is exercised), equal to $[—[ ] (the “Fee”). . (b) Subject to paragraph (bc), the Fee paid to Xxxxxx Xxxxxxx shall not exceed [—[ ]% of the total price to the public of the Shares sold by the Fund in its initial public offering the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised). In the event the Offering does not proceed, Xxxxxx Xxxxxxx will not receive any fees under this Agreement; however, for the avoidance of doubt, accountable expenses actually incurred may be payable to Xxxxxx Xxxxxxx pursuant to the terms of the principal underwriting agreement relating to the Offering (the “OfferingUnderwriting Agreement”). (bc) Notwithstanding paragraph (a), and excluding any compensation or agreement to compensate (whether such compensation be denominated as a fee, an expense reimbursement, a set-off, a credit or otherwise) BofA Securities, Inc. (collectively with its affiliates, “BofA Securities”), as lead manager in the Offering, for syndication assistance (the “Syndication Fee”), in the event that the Company (or the Fund or any person or entity affiliated with the Company, the Fund or any subadviser sub-adviser to the Fund or acting on behalf of or at the direction of any of the foregoing) compensates or agrees to compensate any other broker or dealer participating in listed on Schedule A of the Offering Underwriting Agreement (each, an “Other Broker”) for any services or otherwise in connection with the Offering or with respect to the Fund or its Shares (excluding for this purpose any compensation paid directly to the entire underwriting syndicate, as a group, pursuant to the principal underwriting agreement (the “Underwriting Agreement”) relating to the Offering), whether such compensation be denominated as a fee, an expense reimbursement, a set-off, a credit or otherwise (such compensation with respect to any Other Broker, such Other Broker’s “Other Compensation”), then the amount of the Fee shall be increased as and to the extent necessary so that the Fee payable to Xxxxxx Xxxxxxx hereunder, expressed as both a dollar amount and a percentage of the aggregate price to the public of the Shares sold by Xxxxxx Xxxxxxx in the Offering (including any Shares over-allotted by Xxxxxx Xxxxxxx in the Offering regardless of whether the over-allotment option in the Offering is exercised), is no less than the Other Compensation, expressed as both a dollar amount and a percentage of the aggregate price to the public of the Shares sold by such Other Broker in the Offering (including any Shares over-allotted by such Other Broker in the Offering regardless of whether the over-allotment option in the Offering is exercised). Additionally, notwithstanding the above, if the Syndication Fee paid to or agreed to be paid to BofA Securities, as lead manager of the Offering. For purposes , as determined on the basis of this paragraph (b), the number aggregate price to the public of Shares sold in the Offering by any Other Broker other than [ ] (including any Common Shares over-allotted by such Other Broker in the Offering regardless of whether the over-allotment option in the Offering is exercised), is calculated at a rate greater than [ ]% of such Common Shares, the amount of the Fee payable to Xxxxxx Xxxxxxx hereunder shall be deemed to include one half increased by the additional amount of the number of Shares sold by Xxxxxx Xxxxxxx Xxxxx Xxxxxx LLC, and Citigroup Global Markets Inc. shall be deemed Syndication Fee paid or payable to have sold the other halfBofA Securities that results from such rate being greater than [ ]%. (cd) The Company shall pay the Fee to Xxxxxx Xxxxxxx before within three (3) business days following receipt by the closing Company of the purchase and sale of the Shares pursuant to the Underwriting Agreement on the first closing date an invoice from Xxxxxx Xxxxxxx, by wire transfer to the order of Xxxxxx Xxxxxxx. Xxxxxxx using the following wire instructions: Account: Account #: ABA #: Attention: Ref: (e) The Company acknowledges that the Fee is in addition to any compensation Xxxxxx Xxxxxxx earns in connection with its role as an underwriter to the Fund in the Offering, which services are distinct from and in addition to the marketing and structuring services described above.

Fee. (a) In consideration of advice to for assisting the Company Fund relating to, but not limited to, the design and structuring of, and marketing assistance with respect to, the Fund and the distribution Fund’s Term Preferred Shares, Series 2019, with a liquidation preference of its shares of common stock $1,000 per share (the “Term Preferred Shares”), and assistance with respect to the Company offering (the “Offering”) of the Term Preferred Shares, including without limitation, views from an investor market perspective on the proposed terms of the Term Preferred Shares, the Fund shall pay a fee to Xxxxxx Xxxxxxx calculated at [ ]% of the aggregate price to the public of all Term Preferred Shares sold by the Fund in the aggregate amount of Offering equal to $[—[ ] (the “Fee”). . (b) Subject to paragraph (bc), the Fee paid to Xxxxxx Xxxxxxx shall not exceed [—[ ]% of the total aggregate price to the public of the all Term Preferred Shares sold by the Fund in its initial public offering the Offering. In the event the Offering does not proceed, Xxxxxx Xxxxxxx will not receive any fees under this Agreement; however, for the avoidance of doubt, accountable expenses actually incurred may be payable by the Fund to Xxxxxx Xxxxxxx pursuant to the terms of the principal underwriting agreement relating to the Offering (the “OfferingUnderwriting Agreement”). (bc) Notwithstanding paragraph (a), in the event that the Company Fund (or the Fund or any person or entity affiliated with the Company, the Fund or any subadviser sub-adviser to the Fund or acting on behalf of or at the direction of any of the foregoing) compensates or agrees to compensate any other broker or dealer participating in the Offering (each, an “Other Broker”) for any services or otherwise in connection with the Offering or with respect to the Fund or its Shares (excluding for this purpose any compensation paid directly to the entire underwriting syndicate, as a group, pursuant to the principal underwriting agreement (the “Underwriting Agreement”) relating to the Offering)Term Preferred Shares, whether such compensation be denominated as a fee, an expense reimbursement, a set-off, a credit or otherwise (such compensation with respect to any Other Broker, such Other Broker’s “Other Compensation”), then the amount of the Fee shall be increased as and to the extent necessary so that the Fee payable to Xxxxxx Xxxxxxx hereunder, expressed as (i) a dollar amount or (ii) a percentage of the aggregate price to the public of the all Term Preferred Shares sold by Xxxxxx Xxxxxxx the Fund in the Offering (including any Shares over-allotted by Xxxxxx Xxxxxxx in the Offering regardless of whether the over-allotment option in the Offering is exercised)Offering, is no less than the Other Compensation, expressed as (i) a dollar amount or (ii) a percentage of the aggregate price to the public of the all Term Preferred Shares sold by such Other Broker the Fund in the Offering. For purposes of this paragraph (b), the number of Shares sold by Xxxxxx Xxxxxxx shall be deemed to include one half of the number of Shares sold by Xxxxxx Xxxxxxx Xxxxx Xxxxxx LLC, and Citigroup Global Markets Inc. shall be deemed to have sold the other halfrespectively. (cd) The Company Fund shall pay the Fee to Xxxxxx Xxxxxxx before on the closing of the purchase and sale of the Term Preferred Shares pursuant to the Underwriting Agreement on the first closing date [ ], 2016, by wire transfer to the order of Xxxxxx Xxxxxxx. Xxxxxxx using the following wire instructions: Account Name: Xxxxxx Xxxxxxx and Company Accounts Receivable Incoming Wires Bank Account: 00000000 ABA: 000000000 Swift Code: XXXXXX00 Citibank New York 000 Xxxx Xxxxxx Xxx Xxxx, XX 00000 Please notify “xxxxxxxxxx@xxxxxxxxxxxxx.xxx” when the wire is sent. (e) The Company Fund acknowledges that the Fee is in addition to any compensation Xxxxxx Xxxxxxx earns in connection with its role as an underwriter to the Fund in the Offering, which services are distinct from and in addition to the marketing and structuring services described above.

Fee. (a) In consideration of advice to the Company relating to, but not limited to, the design and structuring of, and marketing assistance with respect to, the Fund Trust and the distribution of its common shares of common stock beneficial interest, par value $0.001 per share (the “Shares”), for the Trust’s initial public offering of its Shares (the “Offering”), the Company shall pay a fee to Xxxxxx Xxxxxxx calculated at 2.0% of the aggregate price to the public of the Shares sold by Xxxxxx Xxxxxxx in the aggregate amount of $Offering equal to [—•] (the “Fee”). Subject to paragraph (b), the Fee paid to Xxxxxx Xxxxxxx shall not exceed [—]% •]% of the total price to the public of the Shares sold by the Fund Trust in the Offering. In the event the Offering does not proceed, the Company shall reimburse Xxxxxx Xxxxxxx only for all of its initial public offering (the “Offering”)accountable out-of-pocket expenses actually incurred in connection with this Agreement. (b) Notwithstanding paragraph (a), in the event that the Company (or the Fund Trust or any person or entity affiliated with the Company, the Fund Trust or any subadviser sub-adviser to the Fund Trust or acting on behalf of or at the direction of any of the foregoing) compensates or agrees to compensate any other broker or dealer participating in the Offering (each, an “Other BrokerDealer”) for any services or otherwise in connection with the Offering or with respect to the Fund Trust or its Shares (excluding for this purpose any compensation paid directly to the entire underwriting syndicatedealers, as a group, pursuant to the principal underwriting initial offering period agreement relating to the Offering (the “Underwriting Offering Agreement”) relating to the Offering)), whether such compensation be denominated as a fee, an expense reimbursement, a set-off, a credit or otherwise (such compensation with respect to any Other BrokerDealer, such Other BrokerDealer’s “Other Compensation”), then the amount of the Fee shall be increased as and to the extent necessary so that the Fee payable to Xxxxxx Xxxxxxx hereunder, expressed as (i) a dollar amount, (ii) a percentage of the aggregate price to the public of the Shares sold by Xxxxxx Xxxxxxx in the Offering (including any Shares over-allotted by Xxxxxx Xxxxxxx in the Offering regardless of whether the over-allotment option in the Offering is exercised)Offering, is no less than the Other Compensation, expressed as (i) a dollar amount, (ii) a percentage of the aggregate price to the public of the Shares sold by such Other Broker Dealer in the Offering. For purposes the avoidance of this paragraph (b)doubt, the number of Other Compensation shall not include compensation received by any Other Dealer relating to Shares that were not sold by Xxxxxx Xxxxxxx shall be deemed to include one half of the number of Shares sold by Xxxxxx Xxxxxxx Xxxxx Xxxxxx LLC, and Citigroup Global Markets Inc. shall be deemed to have sold the other halfsuch Other Dealer. (c) The Company shall pay the Fee to Xxxxxx Xxxxxxx before on the closing of the purchase and sale of the Shares pursuant to the Underwriting Offering Agreement on the first closing date February [•], 2018, by wire transfer to the order of Xxxxxx Xxxxxxx. Xxxxxxx using the following wire instructions: Citibank, N.A. Account: Xxxxxx Xxxxxxx & Co. Account #: 000-00-000 ABA #: 000-000-000 Attention: Xxx Xxxxx Ref: BlackRock Multi-Sector Opportunities Trust Please notify “xxxxxxxxxxxxxx@xxxxxxxxxxxxx.xxx” when the wire is sent. (d) The Company acknowledges that the Fee is in addition to any compensation Xxxxxx Xxxxxxx earns in connection with its role as an underwriter to a dealer for the Fund Trust in the Offering, which services are distinct from and in addition to the marketing and structuring services described above.

Fee. (a) In consideration of advice to the Company relating to, but not limited to, the design and structuring of, and marketing assistance with respect to, the Fund and the distribution of its shares of the Fund’s common stock shares of beneficial interest, par value $0.01 per share (the “Shares”), including without limitation, views from an investor market and distribution perspective on (i) diversification, proportion and concentration approaches for the Fund’s investments in light of current market conditions, (ii) marketing issues with respect to the Fund’s investment policies and proposed investments, (iii) the proportion of the Fund’s assets to invest in the Fund’s strategies and (iv) the overall marketing and positioning thesis for the Fund’s initial public offering of its Shares (the “Offering”), the Company shall pay a fee to Xxxxxx Xxxxxxx calculated at 0.90% of the aggregate price to the public of the Shares sold by Xxxxxx Xxxxxxx in the aggregate amount Offering (including any Shares over-allotted by Xxxxxx Xxxxxxx in the Offering regardless of $whether the over-allotment option in the Offering is exercised), equal to [—$ ] (the “Fee”). Subject to paragraph (b), the Fee paid to Xxxxxx Xxxxxxx shall not exceed [—]% [ %] of the total price to the public of the Shares sold by the Fund in its initial public offering the Offering. In the event the Offering does not proceed, Xxxxxx Xxxxxxx will not receive any fees under this Agreement; however, for the avoidance of doubt, accountable expenses actually incurred may be payable to Xxxxxx Xxxxxxx pursuant to the terms of the principal underwriting agreement relating to the Offering (the “OfferingUnderwriting Agreement”). (b) Notwithstanding paragraph (a), in the event that the Company (or the Fund or any person or entity affiliated with the Company, the Fund or any subadviser sub-adviser to the Fund or acting on behalf of or at the direction of any of the foregoing) compensates or agrees to compensate any other broker or dealer participating in the Offering (each, an “Other Broker”) for any services or otherwise in connection with the Offering or with respect to the Fund or its Shares (excluding for this purpose any compensation paid directly to the entire underwriting syndicate, as a group, pursuant to the principal underwriting agreement (the “Underwriting Agreement”) relating to the Offering), whether such compensation be denominated as a fee, an expense reimbursement, a set-off, a credit or otherwise (such compensation with respect to any Other Broker, such Other Broker’s “Other Compensation”), then the amount of the Fee shall be increased as and to the extent necessary so that the Fee payable to Xxxxxx Xxxxxxx hereunder, expressed as a percentage of the aggregate price to the public of the Shares sold by Xxxxxx Xxxxxxx in the Offering (including any Shares over-allotted by Xxxxxx Xxxxxxx in the Offering regardless of whether the over-allotment option in the Offering is exercised), is no less than the Other Compensation, expressed as a percentage of the aggregate price to the public of the Shares sold by such Other Broker in the Offering. For purposes Offering (including any Shares over-allotted by such Other Broker in the Offering regardless of this paragraph (bwhether the over-allotment option in the Offering is exercised), the number of Shares sold by Xxxxxx Xxxxxxx shall be deemed to include one half of the number of Shares sold by Xxxxxx Xxxxxxx Xxxxx Xxxxxx LLC, and Citigroup Global Markets Inc. shall be deemed to have sold the other half. (c) The Company shall pay the Fee to Xxxxxx Xxxxxxx before on the closing of the purchase and sale of the Shares pursuant to the Underwriting Agreement on the first closing date [Closing Date], by wire transfer to the order of Xxxxxx Xxxxxxx. Xxxxxxx using the following wire instructions: Citibank, N.A. Account: Xxxxxx Xxxxxxx & Co. Account #: 000-00-000 ABA #: 000-000-000 Attention: Xxxxx Xxxxx Ref: Xxxxx Xxxxx Floating-Rate 2022 Target Term Trust Please notify “xxxxxxxxxxxxxx@xxxxxxxxxxxxx.xxx” when the wire is sent. (d) The Company acknowledges that the Fee is in addition to any compensation Xxxxxx Xxxxxxx earns in connection with its role as an underwriter to the Fund in the Offering, which services are distinct from and in addition to the marketing and structuring services described above.

Fee. (a) In consideration of advice to the Company relating to, but not limited to, the design and structuring of, and marketing assistance with respect to, the Fund and the distribution of its the Fund’s common shares of common stock beneficial interest, par value $0.01 per share (the “Shares”), and syndication assistance with respect to the Fund and the distribution of the Shares, including without limitation, views from an investor market, distribution and syndication perspective on (i) marketing issues with respect to the Fund’s investment policies and proposed investments, (ii) the overall marketing and positioning thesis for the Fund’s initial public offering of its Shares (the “Offering”), (iii) securing syndicate participants for the Offering, (iv) preparation of marketing and diligence materials for underwriters, (v) conveying information and market updates to syndicate members and (vi) coordinating syndicate orders during the Offering, the Company shall pay a fee to Xxxxxx Xxxxxxx calculated at 0.50% of the aggregate price to the public of all Shares sold in the aggregate amount Offering (whether sold by Xxxxxx Xxxxxxx or any other broker or dealer participating in the Offering (each, an “Other Broker”) and including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised), equal to $[—[ ] (the “Fee”). . (b) Subject to paragraph (bc), the Fee paid to Xxxxxx Xxxxxxx shall not exceed [—]0.50% of the total price to the public of the Shares sold by the Fund in its initial public offering the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised). In the event the Offering does not proceed, Xxxxxx Xxxxxxx will not receive any fees under this Agreement; however, for the avoidance of doubt, accountable expenses actually incurred may be payable to Xxxxxx Xxxxxxx pursuant to the terms of the principal underwriting agreement relating to the Offering (the “OfferingUnderwriting Agreement”). (bc) Notwithstanding paragraph (a), in the event that the Company (or the Fund or any person or entity affiliated with the Company, the Fund or any subadviser sub-adviser to the Fund or acting on behalf of or at the direction of any of the foregoing) compensates or agrees to compensate any other broker or dealer participating in the Offering (each, an “Other Broker”) Broker for any services or otherwise in connection with the Offering or with respect to the Fund or its Shares (excluding for this purpose any compensation paid directly to the entire underwriting syndicate, as a group, pursuant to the principal underwriting agreement (the “Underwriting Agreement”) relating to the Offering), whether such compensation be denominated as a fee, an expense reimbursement, a set-off, a credit or otherwise (such compensation with respect to any Other Broker, such Other Broker’s “Other Compensation”), then the amount of the Fee shall be increased as and to the extent necessary so that the Fee payable to Xxxxxx Xxxxxxx hereunder, expressed as (i) a dollar amount, (ii) a percentage of the aggregate price to the public of the Shares sold by Xxxxxx Xxxxxxx in the Offering (including any Shares over-allotted by Xxxxxx Xxxxxxx in the Offering regardless of whether the over-allotment option in the Offering is exercised) or (iii) a percentage of the aggregate price to the public of all Shares sold in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised), is no less than the Other Compensation, expressed as (i) a dollar amount, (ii) a percentage of the aggregate price to the public of the Shares sold by such Other Broker in the Offering. For purposes Offering (including any Shares over-allotted by such Other Broker in the Offering regardless of this paragraph whether the over-allotment option in the Offering is exercised) or (biii) a percentage of the aggregate price to the public of all Shares sold in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised), the number of Shares sold by Xxxxxx Xxxxxxx shall be deemed to include one half of the number of Shares sold by Xxxxxx Xxxxxxx Xxxxx Xxxxxx LLC, and Citigroup Global Markets Inc. shall be deemed to have sold the other halfrespectively. (cd) The Company shall pay the Fee to Xxxxxx Xxxxxxx before on the closing of the purchase and sale of the Shares pursuant to the Underwriting Agreement on the first closing date by wire transfer to the order of Xxxxxx Xxxxxxx. Xxxxxxx using the following wire instructions: Citibank, N.A. Account: Xxxxxx Xxxxxxx & Co. Account #: 000-00-000 ABA #: 000-000-000 Attention: Xxxxx Xxxxx Ref: Nuveen High Income December 2019 Target Term Fund Please notify “xxxxxxxxxxxxxx@xxxxxxxxxxxxx.xxx” when the wire is sent. (e) The Company acknowledges that the Fee is in addition to any compensation Xxxxxx Xxxxxxx earns in connection with its role as an underwriter to the Fund in the Offering, which services are distinct from and in addition to the marketing and structuring services described above.

Fee. (a) In consideration of advice to the Company relating to, but not limited to, the design and structuring ofdesign, structure, corporate finance and marketing assistance with respect to, of the Fund and the for assistance in connection with distribution of its shares of common stock (the “Shares”)Fund as a closed-end investment company, the Company shall pay a fee to Xxxxxx Xxxxxxx in the aggregate amount of $[—] (the “Fee”). Subject to paragraph (b), the Fee paid to Xxxxxx Xxxxxxx shall not exceed [—]you calculated based on 1.25% of the total aggregate price to the public of the Shares common shares of beneficial interest of the Fund sold by Mxxxxx Sxxxxxx in the Fund in its Fund’s initial public offering (the “Offering”) (including any common shares of the Fund over-allotted by Mxxxxx Sxxxxxx in the Offering regardless of whether the over-allotment option in the Offering is exercised), equal to $[ ] (the “Fee”). (b) Notwithstanding paragraph (aSection 1(a), in the event that the Company (or the Fund or any person or entity affiliated with the Company, the Fund Company or any subadviser to the Fund or acting on behalf of or at the direction of any of the foregoingCompany or the Fund) compensates or agrees to compensate any other broker or dealer participating in the Offering (each, an “Other Broker”) for any services or otherwise in connection with the Offering or with respect to the Fund or its Shares (excluding for this purpose any compensation paid directly to the entire underwriting syndicate, as a group, pursuant to the principal underwriting agreement (the “Underwriting Agreement”) relating to the Offering), whether such compensation be denominated as a fee, an expense reimbursement, a set-off, a credit or otherwise (such compensation with respect to any Other Broker, such Other Broker’s “Other Compensation”), then the amount of the Fee shall be increased as and to the extent necessary so that the Fee payable to Xxxxxx Xxxxxxx Mxxxxx Sxxxxxx hereunder, expressed as a percentage of the aggregate price to the public of the Shares common shares of the Fund sold by Xxxxxx Xxxxxxx Mxxxxx Sxxxxxx in the Offering (including any Shares common shares of the Fund over-allotted by Xxxxxx Xxxxxxx Mxxxxx Sxxxxxx in the Offering regardless of whether the over-allotment option in the Offering is exercised), is no less than the Other Compensation, expressed as a percentage of the aggregate price to the public of the Shares common shares of the Fund sold by such Other Broker in the Offering. For purposes of this paragraph (b), the number of Shares sold by Xxxxxx Xxxxxxx shall be deemed to include one half of the number of Shares sold by Xxxxxx Xxxxxxx Xxxxx Xxxxxx LLC, and Citigroup Global Markets Inc. shall be deemed to have sold the other half. (c) The Company Fee paid to Mxxxxx Sxxxxxx shall pay the Fee to Xxxxxx Xxxxxxx before the closing not exceed [ ]% of the purchase and sale total price to the public of the Shares pursuant to common shares sold in the Underwriting Agreement Offering. The Fee shall be paid on the first closing date or before June [ ], 2006 and shall be made by wire transfer to the order of Xxxxxx XxxxxxxMxxxxx Sxxxxxx. The Company acknowledges that the Fee is in addition to any compensation Xxxxxx Xxxxxxx earns you earn in connection with its your role as an underwriter to the Fund in the Offeringits initial public offering, which services are distinct from and in addition to the marketing market and structuring services described above.

Fee. (a) In consideration of advice to the Company relating to, but not limited to, the design and structuring of, and marketing assistance with respect to, the Fund and the distribution of its the Fund’s common shares of common stock beneficial interest, par value $0.01 per share (the “Shares”), and syndication assistance with respect to the Fund and the distribution of the Shares, including without limitation, views from an investor market, distribution and syndication perspective on (i) marketing issues with respect to the Fund’s investment policies and proposed investments, (ii) the overall marketing and positioning thesis for the Fund’s initial public offering of its Shares (the “Offering”), (iii) securing syndicate participants for the Offering, (iv) preparation of marketing and diligence materials for underwriters, (v) conveying information and market updates to syndicate members and (vi) coordinating syndicate orders during the Offering, the Company shall pay a fee to Xxxxxx Xxxxxxx calculated at 0.50% of the aggregate price to the public of all Shares sold in the aggregate amount Offering (whether sold by Xxxxxx Xxxxxxx or any other broker or dealer participating in the Offering (each, an “Other Broker”) and including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised), equal to $[—[ ] (the “Fee”). . (b) Subject to paragraph (bc), the Fee paid to Xxxxxx Xxxxxxx shall not exceed [—]0.50% of the total price to the public of the Shares sold by the Fund in its initial public offering the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised). In the event the Offering does not proceed, Xxxxxx Xxxxxxx will not receive any fees under this Agreement; however, for the avoidance of doubt, accountable expenses actually incurred may be payable to Xxxxxx Xxxxxxx pursuant to the terms of the principal underwriting agreement relating to the Offering (the “OfferingUnderwriting Agreement”). (bc) Notwithstanding paragraph (a), in the event that the Company (or the Fund or any person or entity affiliated with the Company, the Fund or any subadviser sub-adviser to the Fund or acting on behalf of or at the direction of any of the foregoing) compensates or agrees to compensate any other broker or dealer participating in the Offering (each, an “Other Broker”) Broker for any services or otherwise in connection with the Offering or with respect to the Fund or its Shares (excluding for this purpose any compensation paid directly to the entire underwriting syndicate, as a group, pursuant to the principal underwriting agreement (the “Underwriting Agreement”) relating to the Offering), whether such compensation be denominated as a fee, an expense reimbursement, a set-off, a credit or otherwise (such compensation with respect to any Other Broker, such Other Broker’s “Other Compensation”), then the amount of the Fee shall be increased as and to the extent necessary so that the Fee payable to Xxxxxx Xxxxxxx hereunder, expressed as (i) a dollar amount, (ii) a percentage of the aggregate price to the public of the Shares sold by Xxxxxx Xxxxxxx in the Offering (including any Shares over-allotted by Xxxxxx Xxxxxxx in the Offering regardless of whether the over-allotment option in the Offering is exercised) or (iii) a percentage of the aggregate price to the public of all Shares sold in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised), is no less than the Other Compensation, expressed as (i) a dollar amount, (ii) a percentage of the aggregate price to the public of the Shares sold by such Other Broker in the Offering. For purposes Offering (including any Shares over-allotted by such Other Broker in the Offering regardless of this paragraph whether the over-allotment option in the Offering is exercised) or (biii) a percentage of the aggregate price to the public of all Shares sold in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised), the number of Shares sold by Xxxxxx Xxxxxxx shall be deemed to include one half of the number of Shares sold by Xxxxxx Xxxxxxx Xxxxx Xxxxxx LLC, and Citigroup Global Markets Inc. shall be deemed to have sold the other halfrespectively. (cd) The Company shall pay the Fee to Xxxxxx Xxxxxxx before on the closing of the purchase and sale of the Shares pursuant to the Underwriting Agreement on the first closing date by wire transfer to the order of Xxxxxx Xxxxxxx. Xxxxxxx using the following wire instructions: Citibank, N.A. Account: Xxxxxx Xxxxxxx & Co. Account #: 000-00-000 ABA #: 000-000-000 Attention: Xxxxx Xxxxx Ref: Nuveen Municipal 2021 Target Term Fund Please notify “xxxxxxxxxxxxxx@xxxxxxxxxxxxx.xxx” when the wire is sent. (e) The Company acknowledges that the Fee is in addition to any compensation Xxxxxx Xxxxxxx earns in connection with its role as an underwriter to the Fund in the Offering, which services are distinct from and in addition to the marketing and structuring services described above.

Fee. (a) In consideration of advice to the Company relating to, but not limited to, the design and structuring of, and marketing assistance with respect to, the Fund and the distribution of its the Fund’s common shares of common stock beneficial interest, par value $0.01 per share (the “Shares”), and syndication assistance with respect to the Fund and the distribution of the Shares, including without limitation, views from an investor market, distribution and syndication perspective on (i) marketing issues with respect to the Fund’s investment policies and proposed investments, (ii) the overall marketing and positioning thesis for the Fund’s initial public offering of its Shares (the “Offering”), (iii) securing syndicate participants for the Offering, (iv) preparation of marketing and diligence materials for underwriters, (v) conveying information and market updates to syndicate members and (vi) coordinating syndicate orders during the Offering, the Company shall pay a fee to Xxxxxx Xxxxxxx calculated at 0.50% of the aggregate price to the public of all Shares sold in the aggregate amount Offering (whether sold by Xxxxxx Xxxxxxx or any other broker or dealer participating in the Offering (each, an “Other Broker”) and including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised), equal to $[—[ ] (the “Fee”). . (b) Subject to paragraph (bc), the Fee paid to Xxxxxx Xxxxxxx shall not exceed [—]0.50% of the total price to the public of the Shares sold by the Fund in its initial public offering the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised). In the event the Offering does not proceed, Xxxxxx Xxxxxxx will not receive any fees under this Agreement; however, for the avoidance of doubt, accountable expenses actually incurred may be payable to Xxxxxx Xxxxxxx pursuant to the terms of the principal underwriting agreement relating to the Offering (the “OfferingUnderwriting Agreement”). (bc) Notwithstanding paragraph (a), in the event that the Company (or the Fund or any person or entity affiliated with the Company, the Fund or any subadviser sub- adviser to the Fund or acting on behalf of or at the direction of any of the foregoing) compensates or agrees to compensate any other broker or dealer participating in the Offering (each, an “Other Broker”) Broker for any services or otherwise in connection with the Offering or with respect to the Fund or its Shares (excluding for this purpose any compensation paid directly to the entire underwriting syndicate, as a group, pursuant to the principal underwriting agreement (the “Underwriting Agreement”) relating to the Offering), whether such compensation be denominated as a fee, an expense reimbursement, a set-off, a credit or otherwise (such compensation with respect to any Other Broker, such Other Broker’s “Other Compensation”), then the amount of the Fee shall be increased as and to the extent necessary so that the Fee payable to Xxxxxx Xxxxxxx hereunder, expressed as (i) a dollar amount, (ii) a percentage of the aggregate price to the public of the Shares sold by Xxxxxx Xxxxxxx in the Offering (including any Shares over-allotted by Xxxxxx Xxxxxxx in the Offering regardless of whether the over-allotment option in the Offering is exercised) or (iii) a percentage of the aggregate price to the public of all Shares sold in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised), is no less than the Other Compensation, expressed as (i) a dollar amount, (ii) a percentage of the aggregate price to the public of the Shares sold by such Other Broker in the Offering. For purposes Offering (including any Shares over-allotted by such Other Broker in the Offering regardless of this paragraph whether the over-allotment option in the Offering is exercised) or (biii) a percentage of the aggregate price to the public of all Shares sold in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised), the number of Shares sold by Xxxxxx Xxxxxxx shall be deemed to include one half of the number of Shares sold by Xxxxxx Xxxxxxx Xxxxx Xxxxxx LLC, and Citigroup Global Markets Inc. shall be deemed to have sold the other halfrespectively. (cd) The Company shall pay the Fee to Xxxxxx Xxxxxxx before on the closing of the purchase and sale of the Shares pursuant to the Underwriting Agreement on the first closing date [ ], 2015, by wire transfer to the order of Xxxxxx Xxxxxxx. Xxxxxxx using the following wire instructions: [Citibank, N.A. Account: Xxxxxx Xxxxxxx & Co. Account #: 000-00-000 ABA #: 000-000-000 Attention: Xxxxx Xxxxx Ref: Nuveen High Income December 2018 Target Term Fund] Please notify “xxxxxxxxxxxxxx@xxxxxxxxxxxxx.xxx” when the wire is sent. (e) The Company acknowledges that the Fee is in addition to any compensation Xxxxxx Xxxxxxx earns in connection with its role as an underwriter to the Fund in the Offering, which services are distinct from and in addition to the marketing and structuring services described above.

Fee. (a) In consideration of advice to the Company relating to, but not limited to, the design and structuring of, and marketing assistance with respect to, the Fund and the distribution of its the Fund's common shares of common stock beneficial interest, par value $0.01 per share (the “"Shares”"), and syndication assistance with respect to the Fund and the distribution of the Shares, including without limitation, views from an investor market, distribution and syndication perspective on (i) marketing issues with respect to the Fund's investment policies and proposed investments, (ii) the overall marketing and positioning thesis for the Fund's initial public offering of its Shares (the "Offering"), (iii) securing syndicate participants for the Offering, (iv) preparation of marketing and diligence materials for underwriters, (v) conveying information and market updates to syndicate members and (vi) coordinating syndicate orders during the Offering, the Company shall pay a fee to Xxxxxx Xxxxxxx Morgan Stanley calcxxxxxx xx 0.00% of the aggregate price to the public of all Shares sold in the aggregate amount Offering (whether sold by Morgan Stanley or axx xxxex xxxxxr or dealer participating in the Offering (each, an "Other Broker") and including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised), equal to $[—__________] (the “"Fee”"). . (b) Subject to paragraph (bc), the Fee paid to Xxxxxx Xxxxxxx shall not exceed [—]Morgan Stanley shalx xxx exxxxx 0.50% of the total price to the public of the Shares sold by the Fund in its initial public offering the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised. In the event the Offering does not proceed, Morgan Stanley will xxx xexxxxx xny fees under this Agreement; however, for the avoidance of doubt, accountable expenses actually incurred may be payable to Morgan Stanley pursxxxx xo xxx xxrms of the principal underwriting agreement relating to the Offering (the “Offering”"Underwriting Agreement"). (bc) Notwithstanding paragraph (a), in the event that the Company (or the Fund or any person or entity affiliated with the Company, the Fund or any subadviser sub-adviser to the Fund or acting on behalf of or at the direction of any of the foregoing) compensates or agrees to compensate any other broker or dealer participating in the Offering (each, an “Other Broker”) Broker for any services or otherwise in connection with the Offering or with respect to the Fund or its Shares (excluding for this purpose any compensation paid directly to the entire underwriting syndicate, as a group, pursuant to the principal underwriting agreement (the “Underwriting Agreement”) relating to the Offering), whether such compensation be denominated as a fee, an expense reimbursement, a set-off, a credit or otherwise (such compensation with respect to any Other Broker, such Other Broker’s “'s "Other Compensation”"), then the amount of the Fee shall be increased as and to the extent necessary so that the Fee payable to Xxxxxx Xxxxxxx hereunderMorgan Stanley herexxxxx, expressed xxxxxxxed as (i) a dollar amount, (ii) a percentage of the aggregate price to the public of the Shares sold by Xxxxxx Xxxxxxx Morgan Stanley in txx Xxxexxxx (xncluding any Shares over-allotted by Morgan Stanley in txx Xxxexxxx xxgardless of whether the over-allotment option in the Offering is exercised) or (iii) a percentage of the aggregate price to the public of all Shares sold in the Offering (including any Shares over-allotted by Xxxxxx Xxxxxxx in the Offering regardless of whether the over-allotment option in the Offering is exercised), is no less than the Other Compensation, expressed as (i) a dollar amount, (ii) a percentage of the aggregate price to the public of the Shares sold by such Other Broker in the Offering. For purposes Offering (including any Shares over-allotted by such Other Broker in the Offering regardless of this paragraph whether the over-allotment option in the Offering is exercised) or (biii) a percentage of the aggregate price to the public of all Shares sold in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised), the number of Shares sold by Xxxxxx Xxxxxxx shall be deemed to include one half of the number of Shares sold by Xxxxxx Xxxxxxx Xxxxx Xxxxxx LLC, and Citigroup Global Markets Inc. shall be deemed to have sold the other halfrespectively. (cd) The Company shall pay the Fee to Xxxxxx Xxxxxxx before the closing of Morgan Stanley on txx xxxsxxx xx the purchase and sale of the Shares pursuant to the Underwriting Agreement on the first closing date by wire transfer to the order of Xxxxxx Xxxxxxx. Morgan Stanley usinx xxx fxxxxxxxg wire instructions: Citibank, N.A. Account: Morgan Stanley & Co. Xxxxxnt #: 388-90-774 AXX #: 000-000-089 Xxxxxxxxx: Laura Cheng Xxx: Xxxxx Trust Senior Floating Rate 2022 Target Term Fund Please notify "fidfinalsettle@morgxxxxxxxxx.xxx" xxxx xxx xxxx xx sent. (e) The Company acknowledges that the Fee is in addition to any compensation Xxxxxx Xxxxxxx earns in connection Morgan Stanley earnx xx xoxxxxxxxn with its role as an underwriter to the Fund in the Offering, which services are distinct from and in addition to the marketing and structuring services described above.

Fee. (a) In consideration of advice to the Company relating to, but not limited to, the design and structuring ofdesign, structure, corporate finance and marketing assistance with respect to, of the Fund and the for assistance in connection with distribution of its shares of common stock (the “Shares”)Fund as a closed-end investment company, the Company shall pay a fee to you calculated based on 1.25% of the aggregate price to public of the common shares of beneficial interest of the Fund sold by Xxxxxx Xxxxxxx in the aggregate amount of $[—] (the “Fee”). Subject to paragraph (b), the Fee paid to Xxxxxx Xxxxxxx shall not exceed [—]% of the total price to the public of the Shares sold by the Fund in its Fund's initial public offering (the “Offering”"OFFERING") (including any common shares of the Fund over-allotted by Xxxxxx Xxxxxxx in the Offering regardless of whether the over-allotment option in the Offering is exercised), equal to $__ (the "FEE"). (b) Notwithstanding paragraph (aSection 1(a), in the event that the Company (or the Fund or any person or entity affiliated with the Company, the Fund Company or any subadviser to the Fund or acting on behalf of or at the direction of the Company or the Fund or any of the foregoingits affiliates) compensates or agrees to compensate any other broker or dealer participating in the Offering (each, an “Other Broker”"OTHER BROKER") for any services or otherwise in connection with the Offering or with respect to the Fund or its Shares (excluding for this purpose any compensation paid directly to the entire underwriting syndicate, as a group, pursuant to the principal underwriting agreement (the “Underwriting Agreement”) relating to the Offering), whether such compensation be denominated as a fee, an expense reimbursement, a set-off, a credit or otherwise (such compensation with respect to any Other Broker, such Other Broker’s “Other Compensation”'s "OTHER COMPENSATION"), then the amount of the Fee shall be increased as and to the extent necessary so that the Fee payable to Xxxxxx Xxxxxxx hereunder, expressed as a percentage of the aggregate price to the public of the Shares common shares of the Fund sold by Xxxxxx Xxxxxxx in the Offering (including any Shares common shares of the Fund over-allotted by Xxxxxx Xxxxxxx in the Offering regardless of whether the over-allotment option in the Offering is exercised), is no less than the Other Compensation, expressed as a percentage of the aggregate price to the public of the Shares common shares of the Fund sold by such Other Broker in the Offering. For purposes of this paragraph (b), the number of Shares sold by Xxxxxx Xxxxxxx shall be deemed to include one half of the number of Shares sold by Xxxxxx Xxxxxxx Xxxxx Xxxxxx LLC, and Citigroup Global Markets Inc. shall be deemed to have sold the other half. (c) The Company shall pay the Fee paid to Xxxxxx Xxxxxxx before the closing shall not exceed __% of the purchase and sale total price to the public of the Shares pursuant to common shares sold in the Underwriting Agreement Offering. The Fee shall be paid on the first closing date or before __, 2007 and shall be made by wire transfer to the order of Xxxxxx Xxxxxxx. The Company acknowledges that the Fee is in addition to any compensation Xxxxxx Xxxxxxx earns you earn in connection with its your role as an underwriter to the Fund in the Offeringits initial public offering, which services are distinct from and in addition to the marketing market and structuring services described above.

Fee. (a) In consideration of advice to the Company relating to, but not limited to, the design and structuring of, and marketing assistance with respect to, the Fund and the distribution of its the Fund’s common shares of common stock beneficial interest, par value $0.01 per share (the “Shares”), and syndication assistance with respect to the Fund and the distribution of the Shares, including without limitation, views from an investor market, distribution and syndication perspective on (i) marketing issues with respect to the Fund’s investment policies and proposed investments, (ii) the overall marketing and positioning thesis for the Fund’s initial public offering of its Shares (the “Offering”), (iii) securing syndicate participants for the Offering, (iv) preparation of marketing and diligence materials for underwriters, (v) conveying information and market updates to syndicate members and (vi) coordinating syndicate orders during the Offering, the Company shall pay a fee to Xxxxxx Xxxxxxx calculated at 0.50% of the aggregate price to the public of all Shares sold in the aggregate amount Offering (whether sold by Xxxxxx Xxxxxxx or any other broker or dealer participating in the Offering (each, an “Other Broker”) and including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised), equal to $[—] 460,367.20 (the “Fee”). . (b) Subject to paragraph (bc), the Fee paid to Xxxxxx Xxxxxxx shall not exceed [—]0.50% of the total price to the public of the Shares sold by the Fund in its initial public offering the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised). In the event the Offering does not proceed, Xxxxxx Xxxxxxx will not receive any fees under this Agreement; however, for the avoidance of doubt, accountable expenses actually incurred may be payable to Xxxxxx Xxxxxxx pursuant to the terms of the principal underwriting agreement relating to the Offering (the “OfferingUnderwriting Agreement”). (bc) Notwithstanding paragraph (a), in the event that the Company (or the Fund or any person or entity affiliated with the Company, the Fund or any subadviser sub- adviser to the Fund or acting on behalf of or at the direction of any of the foregoing) compensates or agrees to compensate any other broker or dealer participating in the Offering (each, an “Other Broker”) Broker for any services or otherwise in connection with the Offering or with respect to the Fund or its Shares (excluding for this purpose any compensation paid directly to the entire underwriting syndicate, as a group, pursuant to the principal underwriting agreement (the “Underwriting Agreement”) relating to the Offering), whether such compensation be denominated as a fee, an expense reimbursement, a set-off, a credit or otherwise (such compensation with respect to any Other Broker, such Other Broker’s “Other Compensation”), then the amount of the Fee shall be increased as and to the extent necessary so that the Fee payable to Xxxxxx Xxxxxxx hereunder, expressed as (i) a dollar amount, (ii) a percentage of the aggregate price to the public of the Shares sold by Xxxxxx Xxxxxxx in the Offering (including any Shares over-allotted by Xxxxxx Xxxxxxx in the Offering regardless of whether the over-allotment option in the Offering is exercised) or (iii) a percentage of the aggregate price to the public of all Shares sold in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised), is no less than the Other Compensation, expressed as (i) a dollar amount, (ii) a percentage of the aggregate price to the public of the Shares sold by such Other Broker in the Offering. For purposes Offering (including any Shares over-allotted by such Other Broker in the Offering regardless of this paragraph whether the over-allotment option in the Offering is exercised) or (biii) a percentage of the aggregate price to the public of all Shares sold in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised), the number of Shares sold by Xxxxxx Xxxxxxx shall be deemed to include one half of the number of Shares sold by Xxxxxx Xxxxxxx Xxxxx Xxxxxx LLC, and Citigroup Global Markets Inc. shall be deemed to have sold the other halfrespectively. (cd) The Company shall pay the Fee to Xxxxxx Xxxxxxx before on the closing of the purchase and sale of the Shares pursuant to the Underwriting Agreement on the first closing date by wire transfer to the order of Xxxxxx Xxxxxxx. Xxxxxxx using the following wire instructions: Citibank, N.A. Account: Xxxxxx Xxxxxxx & Co. Account #: 000-00-000 ABA #: 000-000-000 Attention: Xxxxx Xxxxx Ref: Nuveen Municipal 2021 Target Term Fund Please notify “xxxxxxxxxxxxxx@xxxxxxxxxxxxx.xxx” when the wire is sent. (e) The Company acknowledges that the Fee is in addition to any compensation Xxxxxx Xxxxxxx earns in connection with its role as an underwriter to the Fund in the Offering, which services are distinct from and in addition to the marketing and structuring services described above.

Fee. (a) In As consideration for the grant of this Facility and as consideration for the Lender providing services and advice to the Company relating toand its subsidiaries on strategic initiatives in China and other Asian markets, but not limited to, such as (i) through the design identification and structuring introduction of, and the arrangement of meetings with, potential partners with expertise, experience and a good reputation in cybersecurity product development, marketing assistance with respect toand distribution for potential partnership, licensing, joint venture and strategic investments in the Fund and Company or (ii) through the distribution introduction of its shares of common stock (the “Shares”)financial investors in Asia, the Company shall pay to the Lender a fee to Xxxxxx Xxxxxxx in the aggregate amount of $the CHF equivalent of [—***] Class B Shares (determined on the basis of the VVVAP on the SIX during the [***] Trading Days immediately preceding the date of this Agreement) (the “Fee”). Subject to paragraph (b), such fee at the election of the Company payable in cash or through the issuance or delivery of [***] Class B Shares (such Shares the Fee paid to Xxxxxx Xxxxxxx shall not exceed [—]% of the total price to the public of the Shares sold by the Fund Shares) in its initial public offering (the “Offering”).accordance with Section 5 and Section 11(b (b) Notwithstanding paragraph If the Company elects to deliver or issue Fee Shares to satisfy its obligation to pay the Fee, the Company shall transfer immediately after the date hereof the total number of Fee Shares to a depository account as designated by the Lender (athe Fee Share Account). In order to ease downwards pressure on the price of the Shares in view of the current limited trading volume of the Shares on the Principal Market, the Lender undertakes that: (i) in each month during the Commitment Period it will engage in trading activities only with respect to 1/24th of the total number of Fee Shares, whereby it shall be agreed between the Parties that any 1/24th of the total number of Fee Shares (or any portion thereof, including any fractions of Fee Shares, the aggregate of which amounts to a full number of Fee Shares) with respect to which trading activities by the Lender in a particular month during the Commitment Period would have been permissible but with respect to which the Lender has not engaged in trading activities (any such portion of Fee Shares not used by the Lender for trading activities permissible hereunder during a month the Carry Over Fee Shares), in the event that the Company (or the Fund or Lender shall be entitled to use any person or entity affiliated with the Company, the Fund or any subadviser to the Fund or acting on behalf of or at the direction of such Carry Over Fee Shares during any of the foregoing) compensates or agrees subsequent months during the Commitment Period cumulatively to compensate the 1/24th of the total number of Fee Shares otherwise reserved to any other broker or dealer participating such subsequent month, provided, however, that in no event shall the Offering (each, an “Other Broker”) for Lender engage in any services or otherwise in connection with the Offering or trading activities with respect to more than 1/8th of the Fund or its Shares total number of Fee Shares; and (excluding for this purpose ii) promptly upon engaging in any compensation paid directly such trading activities, it will disclose to the entire underwriting syndicate, Company particulars of such trading activity. The Parties agree that if the trading volume in the Shares on the Principal Market should significantly increase as a group, pursuant compared to the principal underwriting agreement (date hereof, the “Underwriting Agreement”) relating to the Offering), whether such compensation be denominated as Parties shall discuss in good faith a fee, an expense reimbursement, a set-off, a credit or otherwise (such compensation with respect to any Other Broker, such Other Broker’s “Other Compensation”), then the amount of the Fee shall be increased as and to the extent necessary so that the Fee payable to Xxxxxx Xxxxxxx hereunder, expressed as a percentage of the aggregate price to the public of the Shares sold by Xxxxxx Xxxxxxx reasonable increase in the Offering (including any Shares over-allotted by Xxxxxx Xxxxxxx in the Offering regardless of whether the over-allotment option in the Offering is exercised), is no less than the Other Compensation, expressed as a percentage of the aggregate price to the public of the Shares sold by such Other Broker in the Offering. For purposes of this paragraph (b), the number of Shares sold to be sellable by Xxxxxx Xxxxxxx shall be deemed to include one half of the number of Shares sold by Xxxxxx Xxxxxxx Xxxxx Xxxxxx LLC, and Citigroup Global Markets Inc. shall be deemed to have sold the other halfLender. (c) The Fee (or the related number of Fee Shares to be delivered) will be reduced accordingly for any Legal Fee, before VAT, paid by the Company shall pay the Fee to Xxxxxx Xxxxxxx before the closing exceeding CHF 25,000. Convertible Term Loan Facility Agreement 12 of the purchase and sale of the Shares pursuant to the Underwriting Agreement on the first closing date by wire transfer to the order of Xxxxxx Xxxxxxx. The Company acknowledges that the Fee is in addition to any compensation Xxxxxx Xxxxxxx earns in connection with its role as an underwriter to the Fund in the Offering, which services are distinct from and in addition to the marketing and structuring services described above.29

Fee. (a) In consideration of advice to for assisting the Company Fund relating to, but not limited to, the design and structuring of, and marketing assistance with respect to, the Fund and the distribution Fund’s Term Preferred Shares, Series 2021, with a liquidation preference of its shares of common stock $1,000 per share (the “Term Preferred Shares”), and assistance with respect to the Company offering (the “Offering”) of the Term Preferred Shares, including without limitation, views from an investor market perspective on the proposed terms of the Term Preferred Shares, the Fund shall pay a fee to Xxxxxx Xxxxxxx calculated at [ ]% of the aggregate price to the public of all Term Preferred Shares sold by the Fund in the aggregate amount of Offering equal to $[—[ ] (the “Fee”). . (b) Subject to paragraph (bc), the Fee paid to Xxxxxx Xxxxxxx shall not exceed [—[ ]% of the total aggregate price to the public of the all Term Preferred Shares sold by the Fund in its initial public offering the Offering. In the event the Offering does not proceed, Xxxxxx Xxxxxxx will not receive any fees under this Agreement; however, for the avoidance of doubt, accountable expenses actually incurred may be payable by the Fund to Xxxxxx Xxxxxxx pursuant to the terms of the principal underwriting agreement relating to the Offering (the “OfferingUnderwriting Agreement”). (bc) Notwithstanding paragraph (a), in the event that the Company Fund (or the Fund or any person or entity affiliated with the Company, the Fund or any subadviser sub-adviser to the Fund or acting on behalf of or at the direction of any of the foregoing) compensates or agrees to compensate any other broker or dealer participating in the Offering (each, an “Other Broker”) for any services or otherwise in connection with the Offering or with respect to the Fund or its Shares (excluding for this purpose any compensation paid directly to the entire underwriting syndicate, as a group, pursuant to the principal underwriting agreement (the “Underwriting Agreement”) relating to the Offering)Term Preferred Shares, whether such compensation be denominated as a fee, an expense reimbursement, a set-off, a credit or otherwise (such compensation with respect to any Other Broker, such Other Broker’s “Other Compensation”), then the amount of the Fee shall be increased as and to the extent necessary so that the Fee payable to Xxxxxx Xxxxxxx hereunder, expressed as (i) a dollar amount or (ii) a percentage of the aggregate price to the public of the all Term Preferred Shares sold by Xxxxxx Xxxxxxx the Fund in the Offering (including any Shares over-allotted by Xxxxxx Xxxxxxx in the Offering regardless of whether the over-allotment option in the Offering is exercised)Offering, is no less than the Other Compensation, expressed as (i) a dollar amount or (ii) a percentage of the aggregate price to the public of the all Term Preferred Shares sold by such Other Broker the Fund in the Offering. For purposes of this paragraph (b), the number of Shares sold by Xxxxxx Xxxxxxx shall be deemed to include one half of the number of Shares sold by Xxxxxx Xxxxxxx Xxxxx Xxxxxx LLC, and Citigroup Global Markets Inc. shall be deemed to have sold the other halfrespectively. (cd) The Company Fund shall pay the Fee to Xxxxxx Xxxxxxx before on the closing of the purchase and sale of the Term Preferred Shares pursuant to the Underwriting Agreement on the first closing date [ ], 2016, by wire transfer to the order of Xxxxxx Xxxxxxx. Xxxxxxx using the following wire instructions: Account Name: Xxxxxx Xxxxxxx and Company Accounts Receivable Incoming Wires Bank Account: 00000000 ABA: 000000000 Swift Code: XXXXXX00 Citibank New York 000 Xxxx Xxxxxx Xxx Xxxx, XX 00000 Please notify “xxxxxxxxxx@xxxxxxxxxxxxx.xxx” when the wire is sent. (e) The Company Fund acknowledges that the Fee is in addition to any compensation Xxxxxx Xxxxxxx earns in connection with its role as an underwriter to the Fund in the Offering, which services are distinct from and in addition to the marketing and structuring services described above.

Fee. (a) In consideration of advice to the Company relating to, but not limited to, the design and structuring of, and marketing assistance with respect to, the Fund and the distribution of its the Fund’s common shares of common stock beneficial interest, par value $0.01 per share (the “Shares”), and syndication assistance with respect to the Fund and the distribution of the Shares, including without limitation, views from an investor market, distribution and syndication perspective on (i) marketing issues with respect to the Fund’s investment policies and proposed investments, (ii) the overall marketing and positioning thesis for the Fund’s initial public offering of its Shares (the “Offering”), (iii) securing syndicate participants for the Offering, (iv) preparation of marketing and diligence materials for underwriters, (v) conveying information and market updates to syndicate members and (vi) coordinating syndicate orders during the Offering, the Company shall pay a fee to Xxxxxx Xxxxxxx calculated at 0.50% of the aggregate price to the public of all Shares sold in the aggregate amount Offering (whether sold by Xxxxxx Xxxxxxx or any other broker or dealer participating in the Offering (each, an “Other Broker”) and including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised), equal to $[—] 1,500,000 (the “Fee”). . (b) Subject to paragraph (bc), the Fee paid to Xxxxxx Xxxxxxx shall not exceed [—]0.50% of the total price to the public of the Shares sold by the Fund in its initial public offering the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised). In the event the Offering does not proceed, Xxxxxx Xxxxxxx will not receive any fees under this Agreement; however, for the avoidance of doubt, accountable expenses actually incurred may be payable to Xxxxxx Xxxxxxx pursuant to the terms of the principal underwriting agreement relating to the Offering (the “OfferingUnderwriting Agreement”). (bc) Notwithstanding paragraph (a), in the event that the Company (or the Fund or any person or entity affiliated with the Company, the Fund or any subadviser sub- adviser to the Fund or acting on behalf of or at the direction of any of the foregoing) compensates or agrees to compensate any other broker or dealer participating in the Offering (each, an “Other Broker”) Broker for any services or otherwise in connection with the Offering or with respect to the Fund or its Shares (excluding for this purpose any compensation paid directly to the entire underwriting syndicate, as a group, pursuant to the principal underwriting agreement (the “Underwriting Agreement”) relating to the Offering), whether such compensation be denominated as a fee, an expense reimbursement, a set-off, a credit or otherwise (such compensation with respect to any Other Broker, such Other Broker’s “Other Compensation”), then the amount of the Fee shall be increased as and to the extent necessary so that the Fee payable to Xxxxxx Xxxxxxx hereunder, expressed as (i) a dollar amount, (ii) a percentage of the aggregate price to the public of the Shares sold by Xxxxxx Xxxxxxx in the Offering (including any Shares over-allotted by Xxxxxx Xxxxxxx in the Offering regardless of whether the over-allotment option in the Offering is exercised) or (iii) a percentage of the aggregate price to the public of all Shares sold in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised), is no less than the Other Compensation, expressed as (i) a dollar amount, (ii) a percentage of the aggregate price to the public of the Shares sold by such Other Broker in the Offering. For purposes Offering (including any Shares over-allotted by such Other Broker in the Offering regardless of this paragraph whether the over-allotment option in the Offering is exercised) or (biii) a percentage of the aggregate price to the public of all Shares sold in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised), the number of Shares sold by Xxxxxx Xxxxxxx shall be deemed to include one half of the number of Shares sold by Xxxxxx Xxxxxxx Xxxxx Xxxxxx LLC, and Citigroup Global Markets Inc. shall be deemed to have sold the other halfrespectively. (cd) The Company shall pay the Fee to Xxxxxx Xxxxxxx before on the closing of the purchase and sale of the Shares pursuant to the Underwriting Agreement on the first closing date 12, 2015, by wire transfer to the order of Xxxxxx Xxxxxxx. Xxxxxxx using the following wire instructions: Citibank, N.A. Account: Xxxxxx Xxxxxxx & Co. Account #: 000-00-000 ABA #: 000-000-000 Attention: Xxxxx Xxxxx Ref: Nuveen High Income December 2018 Target Term Fund Please notify “xxxxxxxxxxxxxx@xxxxxxxxxxxxx.xxx” when the wire is sent. (e) The Company acknowledges that the Fee is in addition to any compensation Xxxxxx Xxxxxxx earns in connection with its role as an underwriter to the Fund in the Offering, which services are distinct from and in addition to the marketing and structuring services described above.

Fee. (a) In consideration of advice your services assisting the Investment Manager with respect to the Company relating to, but not limited to, the structure and design and structuring of, and marketing assistance with respect to, of the Fund and the organization of the Fund as well as services related to the sale and distribution of its shares of common stock (the “Fund’s Common Shares”), the Company Investment Manager shall pay a fee to Xxxxxx Xxxxxxx you equal to 1.25% of the aggregate purchase price of the Common Shares sold in the Offering, excluding Common Shares sold in the Offering by certain qualifying underwriters, representing an aggregate amount of $[—] 992,140.50 (the “Fee”). Subject to paragraph (b)The Fee shall be paid on or before November 30, the 2009. The Fee shall be paid to Xxxxxx Xxxxxxx shall not exceed [—]% of the total price by wire transfer to the public order of the Shares sold by the Fund in its initial public offering (the “Offering”). (b) Notwithstanding paragraph (a)Xxxxx Fargo Securities, in LLC. In the event that the Company (Investment Manager ( or the Fund or any person or entity affiliated with the Company, the Fund Investment Manager or any subadviser to the Fund or acting on behalf of or at the direction of any of the foregoing) compensates or agrees to compensate any other broker or dealer unaffiliated with the Investment Manager or Fund participating in the Offering (( each, an “Other Broker”) for any services or otherwise in connection with the Offering or with respect to the Fund or its Common Shares (( excluding for this purpose any compensation paid directly to the entire underwriting syndicate, as a group, pursuant to the principal underwriting agreement (the “Underwriting Agreement”) relating to the Offering), and whether such compensation be denominated as a fee, an expense reimbursement, a set-off, a credit or otherwise (such compensation with respect to any Other Broker, such Other Broker’s “Other Compensation”), then the amount of the Fee shall be increased as and to the extent necessary so that the Fee payable to Xxxxxx Xxxxxxx you hereunder, expressed as a percentage of the aggregate price to the public of the Common Shares sold by Xxxxxx Xxxxxxx you in the Offering (including any Common Shares over-allotted by Xxxxxx Xxxxxxx you in the Offering regardless of whether the over-allotment option in the Offering is exercised), is no less than the Other Compensation, expressed as a percentage of the aggregate price to the public of the Common Shares sold by such Other Broker in the Offering. For purposes The sum total of this paragraph (b), the number of Shares sold by Xxxxxx Xxxxxxx shall be deemed to include one half of the number of Shares sold by Xxxxxx Xxxxxxx Xxxxx Xxxxxx LLC, and Citigroup Global Markets Inc. shall be deemed to have sold the other half. (c) The Company shall pay the Fee to Xxxxxx Xxxxxxx before the closing of the purchase and sale of the Shares pursuant all compensation to the Underwriting Agreement on the first closing date by wire transfer to the order of Xxxxxx Xxxxxxx. The Company acknowledges that the Fee is in addition to any compensation Xxxxxx Xxxxxxx earns underwriters in connection with its role as an underwriter this public offering of Common Shares, including sales load and all forms of additional compensation or structuring or sales incentive fee payments to the Fund Underwriters and other expenses, will be limited to not more than 9.0% of the total public offering price of the Common Shares sold in the Offering, which services are distinct from and in addition to the marketing and structuring services described abovethis offering.

Fee. (a) In consideration of advice to the Company Companies relating to, but not limited to, the design and structuring and the organization of, and marketing assistance with respect to, the Fund and the distribution of its common shares of common stock beneficial interest (the “"Shares”"), including without limitation, views from an investor market and distribution perspective on (i) investment policies to consider in light of today's market, (ii) the Company amount and nature of economic and/or financial leverage that could be accepted by the potential investor community, (iii) marketing issues with respect to investments in non-investment grade securities, (iv) marketing issues with respect to utilization of a long/short strategy and (v) the overall marketing and positioning for the Fund's initial public offering, the Companies shall pay a fee to Xxxxxx Xxxxxxx Morgan Stanley in the aggregate amount of aggrexxxx xmxxxx xx $[—[ ] (the “"Fee”"). Subject to paragraph (b), the Fee paid to Xxxxxx Xxxxxxx Morgan Stanley shall not exceed [—exxxxx [ ]% of the total price to the public of the Shares sold by the Fund in its initial public offering (the “"Offering”"). (b) Notwithstanding paragraph (a), in the event that the Company Companies (or the Fund or any person or entity affiliated with the Company, the Fund Companies or any subadviser to the Fund or acting on behalf of or at the direction of any of the foregoing) compensates or agrees to compensate any other broker or dealer participating in the Offering (each, an “"Other Broker”") for any services or otherwise in connection with the Offering or with respect to the Fund or its Shares (excluding for this purpose any compensation paid directly to the entire underwriting syndicate, as a group, pursuant to the principal underwriting agreement (the “"Underwriting Agreement”") relating to the Offering), whether such compensation be denominated as a fee, an expense reimbursement, a set-off, a credit or otherwise (such compensation with respect to any Other Broker, such Other Broker’s “'s "Other Compensation”"), then the amount of the Fee shall be increased as and to the extent necessary so that the Fee payable to Xxxxxx Xxxxxxx Morgan Stanley hereunder, expressed as a exxxxxxex xx x percentage of the aggregate price to the public of the Shares sold by Xxxxxx Xxxxxxx Morgan Stanley in the Offering Offerxxx (including xnxxxxxxx any Shares over-allotted by Xxxxxx Xxxxxxx Morgan Stanley in the Offering regardless Offerxxx xxgxxxxxxx of whether the over-allotment option in the Offering is exercised), is no less than the Other Compensation, expressed as a percentage of the aggregate price to the public of the Shares sold by such Other Broker in the Offering. For purposes of this paragraph (b), the number of Shares sold by Xxxxxx Xxxxxxx Morgan Stanley shall be deemed to include deexxx xx xxxxxxx one half of the number of Shares sold by Xxxxxx Xxxxxxx Xxxxx Xxxxxx LLCMorgan Stanley Smith Barney XXX, and Citigroup Global axx Xxxxxxxxx Gxxxxx Markets Inc. shall be deemed to have sold the other half. (c) The Company Companies shall pay the Fee to Xxxxxx Xxxxxxx Morgan Stanley on or before the closing of the purchase and sale of the Shares pursuant to xxx Xlxxxxx Xate (as defined in the Underwriting Agreement on the first closing date Agreement) by wire transfer to the order of Xxxxxx XxxxxxxMorgan Stanley. The Company acknowledges Companixx xxxnxxxxxxx that the Fee is in addition to any compensation Xxxxxx Xxxxxxx Morgan Stanley earns in connection with its conxxxxxxn xxxx xts role as an underwriter to the Fund in the Offering, which services are distinct from and in addition to the marketing and structuring services described above.

Fee. (a) In consideration of advice to the Company relating to, but not limited to, the design and structuring of, and marketing assistance with respect to, the Fund and the distribution of its shares of common stock (the “Shares”), the Company shall pay a fee to Xxxxxx Xxxxxxx in the aggregate amount of $[—·] (the “Fee”). Subject to paragraph (b), the Fee paid to Xxxxxx Xxxxxxx shall not exceed [—·]% of the total price to the public of the Shares sold by the Fund in its initial public offering (the “Offering”). (b) Notwithstanding paragraph (a), in the event that the Company (or the Fund or any person or entity affiliated with the Company, the Fund or any subadviser to the Fund or acting on behalf of or at the direction of any of the foregoing) compensates or agrees to compensate any other broker or dealer participating in the Offering (each, an “Other Broker”) for any services or otherwise in connection with the Offering or with respect to the Fund or its Shares (excluding for this purpose any compensation paid directly to the entire underwriting syndicate, as a group, pursuant to the principal underwriting agreement (the “Underwriting Agreement”) relating to the Offering), whether such compensation be denominated as a fee, an expense reimbursement, a set-off, a credit or otherwise (such compensation with respect to any Other Broker, such Other Broker’s “Other Compensation”), then the amount of the Fee shall be increased as and to the extent necessary so that the Fee payable to Xxxxxx Xxxxxxx hereunder, expressed as a percentage of the aggregate price to the public of the Shares sold by Xxxxxx Xxxxxxx in the Offering (including any Shares over-allotted by Xxxxxx Xxxxxxx in the Offering regardless of whether the over-allotment option in the Offering is exercised), is no less than the Other Compensation, expressed as a percentage of the aggregate price to the public of the Shares sold by such Other Broker in the Offering. For purposes of this paragraph (b), the number of Shares sold by Xxxxxx Xxxxxxx shall be deemed to include one half of the number of Shares sold by Xxxxxx Xxxxxxx Xxxxx Xxxxxx LLC, and Citigroup Global Markets Inc. shall be deemed to have sold the other half. (c) The Company shall pay the Fee to Xxxxxx Xxxxxxx before the closing of the purchase and sale of the Shares pursuant to the Underwriting Agreement on the first closing date by wire transfer to the order of Xxxxxx Xxxxxxx. The Company acknowledges that the Fee is in addition to any compensation Xxxxxx Xxxxxxx earns in connection with its role as an underwriter to the Fund in the Offering, which services are distinct from and in addition to the marketing and structuring services described above.

Fee. (a) In consideration of advice to the Company relating to, but not limited to, the design and structuring of, and marketing assistance with respect to, the Fund and the distribution of its the Fund’s common shares of common stock beneficial interest, par value $0.01 per share (the “Shares”), and syndication assistance with respect to the Fund and the distribution of the Shares, including without limitation, views from an investor market, distribution and syndication perspective on (i) marketing issues with respect to the Fund’s investment policies and proposed investments, (ii) the overall marketing and positioning thesis for the Fund’s initial public offering of its Shares (the “Offering”), (iii) securing syndicate participants for the Offering, (iv) preparation of marketing and diligence materials for underwriters, (v) conveying information and market updates to syndicate members and (vi) coordinating syndicate orders during the Offering, the Company shall pay a fee to Xxxxxx Xxxxxxx calculated at 0.50% of the aggregate price to the public of all Shares sold in the aggregate amount Offering (whether sold by Xxxxxx Xxxxxxx or any other broker or dealer participating in the Offering (each, an “Other Broker”) and including any Shares over-allotted in the Offering regardless of $whether the over-allotment option in the Offering is exercised), equal to [—$ ] (the “Fee”). . (b) Subject to paragraph (bc), the Fee paid to Xxxxxx Xxxxxxx shall not exceed [—]0.50% of the total price to the public of the Shares sold by the Fund in its initial public offering the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised). In the event the Offering does not proceed, Xxxxxx Xxxxxxx will not receive any fees under this Agreement; however, for the avoidance of doubt, accountable expenses actually incurred may be payable to Xxxxxx Xxxxxxx pursuant to the terms of the principal underwriting agreement relating to the Offering (the “OfferingUnderwriting Agreement”). (bc) Notwithstanding paragraph (a), in the event that the Company (or the Fund or any person or entity affiliated with the Company, the Fund or any subadviser sub- adviser to the Fund or acting on behalf of or at the direction of any of the foregoing) compensates or agrees to compensate any other broker or dealer participating in the Offering (each, an “Other Broker”) Broker for any services or otherwise in connection with the Offering or with respect to the Fund or its Shares (excluding for this purpose any compensation paid directly to the entire underwriting syndicate, as a group, pursuant to the principal underwriting agreement (the “Underwriting Agreement”) relating to the Offering), whether such compensation be denominated as a fee, an expense reimbursement, a set-off, a credit or otherwise (such compensation with respect to any Other Broker, such Other Broker’s “Other Compensation”), then the amount of the Fee shall be increased as and to the extent necessary so that the Fee payable to Xxxxxx Xxxxxxx hereunder, expressed as (i) a dollar amount, (ii) a percentage of the aggregate price to the public of the Shares sold by Xxxxxx Xxxxxxx in the Offering (including any Shares over-allotted by Xxxxxx Xxxxxxx in the Offering regardless of whether the over-allotment option in the Offering is exercised) or (iii) a percentage of the aggregate price to the public of all Shares sold in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised), is no less than the Other Compensation, expressed as (i) a dollar amount, (ii) a percentage of the aggregate price to the public of the Shares sold by such Other Broker in the Offering. For purposes Offering (including any Shares over-allotted by such Other Broker in the Offering regardless of this paragraph whether the over-allotment option in the Offering is exercised) or (biii) a percentage of the aggregate price to the public of all Shares sold in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised), the number of Shares sold by Xxxxxx Xxxxxxx shall be deemed to include one half of the number of Shares sold by Xxxxxx Xxxxxxx Xxxxx Xxxxxx LLC, and Citigroup Global Markets Inc. shall be deemed to have sold the other halfrespectively. (cd) The Company shall pay the Fee to Xxxxxx Xxxxxxx before on the closing of the purchase and sale of the Shares pursuant to the Underwriting Agreement on the first closing date August [ ], 2015, by wire transfer to the order of Xxxxxx Xxxxxxx. Xxxxxxx using the following wire instructions: [Citibank, N.A. Account: Xxxxxx Xxxxxxx & Co. Account #: 000-00-000 ABA #: 000-000-000 Attention: Xxxxx Xxxxx Ref: Nuveen High Income 2020 Target Term Fund Please notify “xxxxxxxxxxxxxx@xxxxxxxxxxxxx.xxx” when the wire is sent.] (e) The Company acknowledges that the Fee is in addition to any compensation Xxxxxx Xxxxxxx earns in connection with its role as an underwriter to the Fund in the Offering, which services are distinct from and in addition to the marketing and structuring services described above.

Fee. (a) In consideration of advice your services assisting the Adviser with respect to the Company relating to, but not limited to, the structure and design and structuring of, and marketing assistance with respect to, of the Fund and the organization of the Fund as well as services related to the sale and distribution of its shares of common stock (the “Fund’s Common Shares”), the Company Adviser shall pay a fee to Xxxxxx Xxxxxxx you in the aggregate amount of $[—[ ] (the “Fee”). Subject to paragraph (b)The Fee shall be paid on or before June 29, the 2007. The Fee shall be paid to Xxxxxx Xxxxxxx shall not exceed [—]% of the total price by wire transfer to the public order of the Shares sold by the Fund in its initial public offering (the “Offering”). (b) Notwithstanding paragraph (a)Wachovia Capital Markets, in LLC. In the event that the Company Adviser (or the Fund or any person or entity affiliated with the Company, the Fund Adviser or any subadviser to the Fund or acting on behalf of or at the direction of any of the foregoing) compensates or agrees to compensate any other broker or dealer participating in the Offering (each, an “Other Broker”) for any services or otherwise in connection with the Offering or with respect to the Fund or its Common Shares (excluding for this purpose any compensation paid directly to the entire underwriting syndicate, as a group, pursuant to the principal underwriting agreement (the “Underwriting Agreement”) relating to the Offering), and whether such compensation be denominated as a fee, an expense reimbursement, a set-off, a credit or otherwise (such compensation with respect to any Other Broker, such Other Broker’s “Other Compensation”), then the amount of the Fee shall be increased as and to the extent necessary so that the Fee payable to Xxxxxx Xxxxxxx you hereunder, expressed as a percentage of the aggregate price to the public of the Common Shares sold by Xxxxxx Xxxxxxx you in the Offering (including any Common Shares over-allotted by Xxxxxx Xxxxxxx you in the Offering regardless of whether the over-allotment option in the Offering is exercised), is no less than the Other Compensation, expressed as a percentage of the aggregate price to the public of the Common Shares sold by such Other Broker in the Offering. For purposes of this paragraph (b), In the number of Shares sold by Xxxxxx Xxxxxxx shall be deemed to include one half of the number of Shares sold by Xxxxxx Xxxxxxx Xxxxx Xxxxxx LLC, and Citigroup Global Markets Inc. shall be deemed to have sold the other half. (c) The Company shall pay the Fee to Xxxxxx Xxxxxxx before the closing of the purchase and sale of the Shares pursuant to the Underwriting Agreement on the first closing date by wire transfer to the order of Xxxxxx Xxxxxxx. The Company acknowledges event that the Fee is in addition NASD fails to any compensation Xxxxxx Xxxxxxx earns issue a “no objections” opinion under Rule 2710 in connection with its role as an underwriter to the offering of the Fund because of the structure of the Fee as contemplated herein, the parties shall work in good faith to change the Offering, which services are distinct from Fee and in addition to the marketing and structuring services described aboveamend this Agreement accordingly.

Fee. (a) In consideration of advice your services assisting the Adviser with respect to the Company relating tostructure and design of the Fund and the organization of the Fund, but not limited to, the design and structuring of, and marketing assistance including without limitation providing your views with respect to, and which may but need not necessarily include views from an investor market and distribution perspective on, (i) diversification and concentration approaches for senior, secured floating rate loans (“Senior Loans”) and other debt securities in light of current market conditions, (ii) the amount and nature of leverage that could be accepted by the potential investor community, (iii) marketing issues with respect to the Fund investing in Senior Loans, second lien or subordinated floating or fixed rate debt, below investment grade securities, securities of financially distressed and bankrupt issuers, corporate bonds, securities of non-U.S. issuers, structured products and derivatives, (iv) the distribution proportion of its shares the Fund’s managed assets to invest in Senior Loans, (v) the proportion of common stock the Fund’s managed assets to invest in non-U.S. securities and (vi) the “Shares”)overall marketing and positioning thesis for the Fund’s initial public offering, the Company Adviser shall pay a fee to Xxxxxx Xxxxxxx you in the aggregate amount of $[—·] (the “Fee”). Subject to paragraph (b), The Fee shall be paid before the Fee paid to Xxxxxx Xxxxxxx shall not exceed [—]% closing of the total price Offering pursuant to the public Underwriting Agreement on [·], 2010. The Fee shall be paid by wire transfer to the order of the Shares sold by the Fund in its initial public offering (the “Offering”). (b) Notwithstanding paragraph (a)Xxxxx Fargo Securities, in LLC. In the event that the Company Adviser (or the Fund or any person or entity affiliated with the Company, the Fund Adviser or any subadviser to the Fund or acting on behalf of or at the direction of any of the foregoing) compensates or agrees to compensate any other broker or dealer participating in the Offering (each, an “Other Broker”) for any services or otherwise in connection with the Offering or with respect to the Fund or its Common Shares (excluding for this purpose any compensation paid directly to the entire underwriting syndicate, as a group, pursuant to the principal underwriting agreement (the “Underwriting Agreement”) relating to the Offering), and whether such compensation be denominated as a fee, an expense reimbursement, a set-off, a credit or otherwise (such compensation with respect to any Other Broker, such Other Broker’s “Other Compensation”), then the amount of the Fee shall be increased as and to the extent necessary so that the Fee payable to Xxxxxx Xxxxxxx you hereunder, expressed as a percentage of the aggregate price to the public of the Shares sold by Xxxxxx Xxxxxxx you in the Offering (including any Shares over-allotted by Xxxxxx Xxxxxxx you in the Offering regardless of whether the over-allotment option in the Offering is exercised), is no less than the Other Compensation, expressed as a percentage of the aggregate price to the public of the Shares sold by such Other Broker in the Offering. For purposes In the event the offering does not proceed, you will not receive any fees other than accountable expenses actually incurred; however, for the avoidance of this paragraph (b)doubt, the number of Shares sold by Xxxxxx Xxxxxxx shall accountable expenses actually incurred may be deemed payable to include one half of the number of Shares sold by Xxxxxx Xxxxxxx Xxxxx Xxxxxx LLCFargo Securities, and Citigroup Global Markets Inc. shall be deemed to have sold the other half. (c) The Company shall pay the Fee to Xxxxxx Xxxxxxx before the closing of the purchase and sale of the Shares LLC pursuant to the terms of the Underwriting Agreement on the first closing date by wire transfer to the order of Xxxxxx Xxxxxxx. The Company acknowledges that the Fee is in addition to any compensation Xxxxxx Xxxxxxx earns in connection with its role (as an underwriter to the Fund in the Offering, which services are distinct from and in addition to the marketing and structuring services described abovedefined below).

Fee. (a) In consideration of advice to the Company relating to, but not limited to, the design and structuring of, and marketing assistance with respect to, the Fund and the distribution of its shares of common stock (the “Shares”), the Company shall pay a fee to Xxxxxx Xxxxxxx calculated at 1.35% of the aggregate price to the public of the Shares sold by Xxxxxx Xxxxxxx in the aggregate amount Fund’s initial public offering (the “Offering”) (including any Shares over-allotted by Xxxxxx Xxxxxxx in the Offering regardless of $[—] whether the over-allotment option in the Offering is exercised), equal to $ (the “Fee”). Subject to paragraph (b), the Fee paid to Xxxxxx Xxxxxxx shall not exceed [—]% of the total price to the public of the Shares sold by the Fund in its initial public offering (the “Offering”). (b) Notwithstanding paragraph (a), in the event that the Company (or the Fund or any person or entity affiliated with the Company, the Fund or any subadviser to the Fund or acting on behalf of or at the direction of any of the foregoing) compensates or agrees to compensate any other broker or dealer participating in the Offering (each, an “Other Broker”) for any services or otherwise in connection with the Offering or with respect to the Fund or its Shares (excluding for this purpose any compensation paid directly to the entire underwriting syndicate, as a group, pursuant to the principal underwriting agreement (the “Underwriting Agreement”) relating to the Offering), whether such compensation be denominated as a fee, an expense reimbursement, a set-off, a credit or otherwise (such compensation with respect to any Other Broker, such Other Broker’s “Other Compensation”), then the amount of the Fee shall be increased as and to the extent necessary so that the Fee payable to Xxxxxx Xxxxxxx hereunder, expressed as a percentage of the aggregate price to the public of the Shares sold by Xxxxxx Xxxxxxx in the Offering (including any Shares over-allotted by Xxxxxx Xxxxxxx in the Offering regardless of whether the over-allotment option in the Offering is exercised), is no less than the Other Compensation, expressed as a percentage of the aggregate price to the public of the Shares sold by such Other Broker in the Offering. For purposes of this paragraph (b), the number of Shares sold by Xxxxxx Xxxxxxx shall be deemed to include one half of the number of Shares sold by Xxxxxx Xxxxxxx Xxxxx Xxxxxx LLC, and Citigroup Global Markets Inc. shall be deemed to have sold the other half. (c) The Company shall pay the Fee to Xxxxxx Xxxxxxx before on , 2008, the same day as the closing of the purchase and sale of the Shares pursuant to the Underwriting Agreement on the first closing date Agreement, by wire transfer to the order of Xxxxxx Xxxxxxx. The Company acknowledges that the Fee is in addition to any compensation Xxxxxx Xxxxxxx earns in connection with its role as an underwriter to the Fund in the Offering, which services are distinct from and in addition to the marketing and structuring services described above.

Fee. (a) In consideration of advice to for assisting the Company Fund relating to, but not limited to, the design and structuring of, and marketing assistance with respect to, the Fund and the distribution Fund’s Term Preferred Shares, Series 2020, with a liquidation preference of its shares of common stock $1,000 per share (the “Term Preferred Shares”), and assistance with respect to the Company offering (the “Offering”) of the Term Preferred Shares, including without limitation, views from an investor market perspective on the proposed terms of the Term Preferred Shares, the Fund shall pay a fee to Xxxxxx Xxxxxxx calculated at 0.50% of the aggregate price to the public of all Term Preferred Shares sold by the Fund in the aggregate amount of Offering equal to $[—[ ] (the “Fee”). . (b) Subject to paragraph (bc), the Fee paid to Xxxxxx Xxxxxxx shall not exceed [—]0.50% of the total aggregate price to the public of the all Term Preferred Shares sold by the Fund in its initial public offering the Offering. In the event the Offering does not proceed, Xxxxxx Xxxxxxx will not receive any fees under this Agreement; however, for the avoidance of doubt, accountable expenses actually incurred may be payable by the Fund to Xxxxxx Xxxxxxx pursuant to the terms of the principal underwriting agreement relating to the Offering (the “OfferingUnderwriting Agreement”). (bc) Notwithstanding paragraph (a), in the event that the Company Fund (or the Fund or any person or entity affiliated with the Company, the Fund or any subadviser sub-adviser to the Fund or acting on behalf of or at the direction of any of the foregoing) compensates or agrees to compensate any other broker or dealer participating in the Offering (each, an “Other Broker”) for any services or otherwise in connection with the Offering or with respect to the Fund or its Shares (excluding for this purpose any compensation paid directly to the entire underwriting syndicate, as a group, pursuant to the principal underwriting agreement (the “Underwriting Agreement”) relating to the Offering)Term Preferred Shares, whether such compensation be denominated as a fee, an expense reimbursement, a set-off, a credit or otherwise (such compensation with respect to any Other Broker, such Other Broker’s “Other Compensation”), then the amount of the Fee shall be increased as and to the extent necessary so that the Fee payable to Xxxxxx Xxxxxxx hereunder, expressed as (i) a dollar amount or (ii) a percentage of the aggregate price to the public of the all Term Preferred Shares sold by Xxxxxx Xxxxxxx the Fund in the Offering (including any Shares over-allotted by Xxxxxx Xxxxxxx in the Offering regardless of whether the over-allotment option in the Offering is exercised)Offering, is no less than the Other Compensation, expressed as (i) a dollar amount or (ii) a percentage of the aggregate price to the public of the all Term Preferred Shares sold by such Other Broker the Fund in the Offering. For purposes of this paragraph (b), the number of Shares sold by Xxxxxx Xxxxxxx shall be deemed to include one half of the number of Shares sold by Xxxxxx Xxxxxxx Xxxxx Xxxxxx LLC, and Citigroup Global Markets Inc. shall be deemed to have sold the other halfrespectively. (cd) The Company Fund shall pay the Fee to Xxxxxx Xxxxxxx before on the closing of the purchase and sale of the Term Preferred Shares pursuant to the Underwriting Agreement on the first closing date November [ ], 2015, by wire transfer to the order of Xxxxxx Xxxxxxx. Xxxxxxx using the following wire instructions: Account Name: Xxxxxx Xxxxxxx and Company Accounts Receivable Incoming Wires Bank Account: 00000000 ABA: 000000000 Swift Code: XXXXXX00 Citibank New York 000 Xxxx Xxxxxx Xxx Xxxx, XX 00000 Please notify “xxxxxxxxxx@xxxxxxxxxxxxx.xxx” when the wire is sent. (e) The Company Fund acknowledges that the Fee is in addition to any compensation Xxxxxx Xxxxxxx earns in connection with its role as an underwriter to the Fund in the Offering, which services are distinct from and in addition to the marketing and structuring services described above.

Fee. (a) In consideration of advice to the Company relating to, but not limited to, the design and structuring of, and marketing assistance with respect to, the Fund and the distribution of its the Fund’s common shares of common stock beneficial interest, par value $0.01 per share (the “Shares”), including, without limitation, views from an investor market and distribution perspective on (i) marketing issues with respect to the Fund’s investment policies and proposed investments and (ii) the overall marketing and positioning thesis for the Fund’s initial public offering of its Shares (the “Offering”), the Company shall pay a fee to Xxxxxx Xxxxxxx calculated at (A) 1.0% of the aggregate price to the public of all Shares sold by Xxxxxx Xxxxxxx in the aggregate amount Offering (including any Shares over-allotted by Xxxxxx Xxxxxxx in the Offering regardless of whether the over-allotment option in the Offering is exercised) equal to $[—] 3,000,000.00 (the “Fee”). Subject to paragraph . (b)) In the event the Offering does not proceed, Xxxxxx Xxxxxxx will not receive any fees under this Agreement; however, for the Fee paid avoidance of doubt, accountable expenses actually incurred may be payable to Xxxxxx Xxxxxxx shall not exceed [—]% pursuant to the terms of the total price principal underwriting agreement relating to the public of the Shares sold by the Fund in its initial public offering Offering (the “OfferingUnderwriting Agreement”). (bc) Notwithstanding paragraph (a), in the event that the Company (or the Fund or any person or entity affiliated with the Company, the Fund or any subadviser sub-adviser to the Fund or acting on behalf of or at the direction of any of the foregoing) compensates or agrees to compensate any other broker or dealer participating in the Offering (each, an “Other Broker”) for any services or otherwise in connection with the Offering or with respect to the Fund or its Shares (excluding for this purpose any compensation paid directly to the entire underwriting syndicate, as a group, pursuant to the principal underwriting agreement (the “Underwriting Agreement”) relating to the Offering), whether such compensation be denominated as a fee, an expense reimbursement, a set-off, a credit or otherwise (such compensation with respect to any Other Broker, such Other Broker’s “Other Compensation”), then the amount of the Fee shall be increased as and to the extent necessary so that the Fee payable to Xxxxxx Xxxxxxx hereunder, expressed as (i) a dollar amount, (ii) a percentage of the aggregate price to the public of the Shares sold by Xxxxxx Xxxxxxx in the Offering (including any Shares over-allotted by Xxxxxx Xxxxxxx in the Offering regardless of whether the over-allotment option in the Offering is exercised) or (iii) a percentage of the aggregate price to the public of all Shares sold in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised), is no less than the Other Compensation, expressed as (i) a dollar amount, (ii) a percentage of the aggregate price to the public of the Shares sold by such Other Broker in the Offering. For purposes Offering (including any Shares over-allotted by such Other Broker in the Offering regardless of this paragraph whether the over-allotment option in the Offering is exercised) or (biii) a percentage of the aggregate price to the public of all Shares sold in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised), the number of Shares sold by Xxxxxx Xxxxxxx shall be deemed to include one half of the number of Shares sold by Xxxxxx Xxxxxxx Xxxxx Xxxxxx LLC, and Citigroup Global Markets Inc. shall be deemed to have sold the other halfrespectively. (cd) The Company shall pay the Fee to Xxxxxx Xxxxxxx before the closing of the purchase and sale of the Shares pursuant to the Underwriting Agreement on the first closing date September 23, 2019 by wire transfer to the order of Xxxxxx Xxxxxxx. Xxxxxxx using the following wire instructions: Citibank, N.A. Account: Xxxxxx Xxxxxxx & Co. Account #: 000-00-000 ABA #: 000-000-000 Attention: Xxxxx Xxxxx Ref: Nuveen Municipal Credit Opportunities Fund Please notify “xxxxxxxxxxxxxx@xxxxxxxxxxxxx.xxx” when the wire is sent. (e) The Company acknowledges that the Fee is in addition to any compensation Xxxxxx Xxxxxxx earns in connection with its role as an underwriter to the Fund in the Offering, which services are distinct from and in addition to the marketing and structuring services described above.

Fee. (a) In consideration of advice your services assisting the Adviser with respect to the Company relating to, but not limited tostructure and design of the Trust and the organization of the Trust as well as services related to the sale and distribution of the Trust’s Common Shares, the design and structuring of, and marketing assistance with respect to, the Fund and the distribution of its shares of common stock (the “Shares”), the Company Adviser shall pay a fee to Xxxxxx Xxxxxxx you in the aggregate amount of $[—·] (the “Fee”). Subject to paragraph (b)) of this Section 1, the Fee sum total of this Fee, plus the structuring and/or incentive fees paid to Xxxxxx Xxxxxxx certain other underwriters in connection with this offering, plus the amount of the expense reimbursement of $[·] per common share payable by the Trust to the underwriters pursuant to the Underwriting Agreement, plus underwriters’ counsel fees paid by the Trust shall not exceed [—]9.0% of the total price of the Trust’s Common Shares issued by the Trust pursuant to the public prospectus dated March [·], 2011. The Fee shall be paid on or before April [·], 2011. The Fee shall be paid by wire transfer to the order of the Shares sold by the Fund in its initial public offering (the “Offering”).Ameriprise Financial Services, Inc. (b) Notwithstanding Except with respect to any structuring fee paid to Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, and notwithstanding paragraph (a), in the event that the Company Adviser (or the Fund Trust or any person or entity affiliated with the Company, Adviser or the Fund or any subadviser to the Fund Trust or acting on behalf of or at the direction of any of the foregoing) compensates or agrees to compensate any other broker or dealer participating in the Offering (each, an “Other Broker”) for any services or otherwise in connection with the Offering or with respect to the Fund Trust or its Common Shares (excluding for this purpose any compensation paid directly to the entire underwriting syndicate, as a group, pursuant to the principal underwriting agreement (the “Underwriting Agreement”) relating to the Offering), and whether such compensation be denominated as a fee, an expense reimbursement, a set-off, a credit or otherwise (such compensation with respect to any Other Broker, such Other Broker’s “Other Compensation”), then the amount of the Fee shall be increased as and to the extent necessary so that the Fee payable to Xxxxxx Xxxxxxx you hereunder, expressed as a percentage of the aggregate price to the public of the Common Shares sold by Xxxxxx Xxxxxxx you in the Offering (including any Common Shares over-allotted by Xxxxxx Xxxxxxx you in the Offering regardless of whether the over-allotment option in the Offering is exercised), is no less than the Other Compensation, expressed as a percentage of the aggregate price to the public of the Common Shares sold by such Other Broker in the Offering. For purposes of this paragraph (b), the number of Shares sold by Xxxxxx Xxxxxxx shall be deemed to include one half of the number of Shares sold by Xxxxxx Xxxxxxx Xxxxx Xxxxxx LLC, and Citigroup Global Markets Inc. shall be deemed to have sold the other half. (c) The Company shall pay the Fee to Xxxxxx Xxxxxxx before the closing of the purchase and sale of the Shares pursuant to the Underwriting Agreement on the first closing date by wire transfer to the order of Xxxxxx Xxxxxxx. The Company acknowledges that the Fee is in addition to any compensation Xxxxxx Xxxxxxx earns in connection with its role as an underwriter to the Fund in the Offering, which services are distinct from and in addition to the marketing and structuring services described above.

Fee. (a) In consideration of advice to the Company relating to, but not limited to, the design and structuring of, and marketing assistance with respect to, the Fund and the distribution of its the Fund’s shares of common stock stock, par value $0.0001 per share (the “Shares”), including without limitation, views from an investor market and distribution perspective on (i) diversification, proportion and concentration approaches for the Fund’s investments in light of current market conditions, (ii) marketing issues with respect to the Fund’s investment policies and proposed investments, (iii) the proportion of the Fund’s assets to invest in the Fund’s strategies and (iv) the overall marketing and positioning thesis for the Fund’s initial public offering of its Shares (the “Offering”), the Company shall pay a fee to Xxxxxx Xxxxxxx calculated at [__]% of the aggregate price to the public of all Shares sold by Xxxxxx Xxxxxxx in the aggregate amount Offering (including any Shares over-allotted by Xxxxxx Xxxxxxx in the Offering regardless of whether the over-allotment option in the Offering is exercised), equal to $[—[ ] (the “Fee”). Subject to paragraph (b), the Fee paid to Xxxxxx Xxxxxxx shall not exceed [—]% of the total price to the public of the Shares sold by the Fund in its initial public offering (the “Offering”). (b) In the event the Offering does not close pursuant to the terms of the principal underwriting agreement relating to the Offering (the “Underwriting Agreement”), Xxxxxx Xxxxxxx will not receive any fees under this Agreement; however, for the avoidance of doubt, accountable expenses actually incurred may be payable to Xxxxxx Xxxxxxx pursuant to the terms of the Underwriting Agreement. (c) Notwithstanding paragraph (a), and excluding any compensation or agreement to compensate (whether such compensation be denominated as a fee, an expense reimbursement, a set-off, a credit or otherwise) BofA Securities, Inc. (collectively with its affiliates, "BofA Securities"), as lead manager in the Offering, for syndication assistance (the "Syndication Fee"), in the event that the Company (or the Fund or any person or entity affiliated with the Company, the Fund or any subadviser sub-adviser to the Fund or acting on behalf of or at the direction of any of the foregoing) compensates or agrees to compensate any other broker or dealer participating in listed on Schedule A of the Offering Underwriting Agreement (each, an “Other Broker”) for any services or otherwise in connection with the Offering or with respect to the Fund or its Shares (excluding for this purpose any compensation paid directly to the entire underwriting syndicate, as a group, pursuant to the principal underwriting agreement (the “Underwriting Agreement”) relating to the Offering), whether such compensation be denominated as a fee, an expense reimbursement, a set-off, a credit or otherwise (such compensation with respect to any Other Broker, such Other Broker’s “Other Compensation”), then the amount of the Fee shall be increased as and to the extent necessary so that the Fee payable to Xxxxxx Xxxxxxx hereunder, expressed as (i) a dollar amount or (ii) a percentage of the aggregate price to the public public, in the case of each of clause (i) and (ii), of the Shares sold by Xxxxxx Xxxxxxx in the Offering (including any Shares over-allotted by Xxxxxx Xxxxxxx in the Offering regardless of whether the over-allotment option in the Offering is exercised), is no less than the Other Compensation, expressed as (i) a dollar amount or (ii) a percentage of the aggregate price to the public public, in the case of each of clause (i) and (ii), of the Shares sold by such Other Broker in the Offering (including any Shares over-allotted by such Other Broker in the Offering regardless of whether the over-allotment option in the Offering is exercised, respectively). Additionally, notwithstanding the above, if the Syndication Fee paid to or agreed to be paid to BofA Securities, as lead manager of the Offering. For purposes , as determined on the basis of this paragraph the aggregate price to the public of Common Shares sold in the Offering by any Other Broker other than [___] (bincluding any Common Shares over-allotted by such Other Broker in the Offering regardless of whether the over-allotment option in the Offering is exercised), is calculated at a rate greater than [__]% of such Common Shares, the number amount of Shares sold by the Fee payable to Xxxxxx Xxxxxxx hereunder shall be deemed to include one half increased by the additional amount of the number of Shares sold by Xxxxxx Xxxxxxx Xxxxx Xxxxxx LLC, and Citigroup Global Markets Inc. shall be deemed Syndication Fee paid or payable to have sold the other halfBofA Securities that results from such rate being greater than [__]%. (cd) The Company shall pay the Fee to Xxxxxx Xxxxxxx at or before the closing of the purchase and sale of the Shares pursuant to Closing Time (as defined in the Underwriting Agreement on the first closing date Agreement) by wire transfer to the order of Xxxxxx Xxxxxxx. Xxxxxxx using the following wire instructions: Account: Account #: ABA #: Attention: Ref: (e) The Company acknowledges that the Fee is in addition to any compensation Xxxxxx Xxxxxxx earns in connection with its role as an underwriter to the Fund in the Offering, which services are distinct from and in addition to the marketing and structuring services described above.

Fee. (a) In consideration of advice to the Company relating to, but not limited to, the design and structuring of, and marketing assistance with respect to, the Fund and the distribution of its shares of common stock (the “Shares”), including without limitation, views from an investor market and distribution perspective on (i) diversification, proportion and concentration approaches for the Fund’s investments in light of current market conditions, (ii) marketing issues with respect to the Fund’s investment policies and proposed investments, (iii) the proportion of the Fund’s assets to invest in the Fund’s strategies, and (iv) the overall marketing and positioning thesis for the Fund’s initial public offering, the Company shall pay a fee to Xxxxxx Xxxxxxx calculated at [•]% of the aggregate price to the public of the Shares sold by Xxxxxx Xxxxxxx in the aggregate amount Fund’s initial public offering (the “Offering”) (including any Shares over-allotted by Xxxxxx Xxxxxxx in the Offering regardless of whether the over-allotment option in the Offering is exercised), equal to $[—[ ] (the “Fee”). Subject to paragraph (b), the Fee paid to Xxxxxx Xxxxxxx shall not exceed [—[ ]% of the total price to the public of the Shares sold by the Fund in its initial public offering the Offering. In the event the Offering does not proceed, Xxxxxx Xxxxxxx will not receive any fees under this Agreement; however, for the avoidance of doubt, accountable expenses actually incurred may be payable to Xxxxxx Xxxxxxx pursuant to the terms of the principal underwriting agreement relating to the Offering (the “OfferingUnderwriting Agreement”). (b) Notwithstanding paragraph (a), in the event that the Company (or the Fund or any person or entity affiliated with the Company, the Fund or any subadviser sub-adviser to the Fund or acting on behalf of or at the direction of any of the foregoing) compensates or agrees to compensate any other broker or dealer participating in the Offering (each, an “Other Broker”) for any services or otherwise in connection with the Offering or with respect to the Fund or its Shares (excluding for this purpose any compensation paid directly to the entire underwriting syndicate, as a group, pursuant to the principal underwriting agreement (the “Underwriting Agreement”) relating to the Offering), whether such compensation be denominated as a fee, an expense reimbursement, a set-off, a credit or otherwise (such compensation with respect to any Other Broker, such Other Broker’s “Other Compensation”), then the amount of the Fee shall be increased as and to the extent necessary so that the Fee payable to Xxxxxx Xxxxxxx hereunder, expressed as a percentage of the aggregate price to the public of the Shares sold by Xxxxxx Xxxxxxx in the Offering (including any Shares over-allotted by Xxxxxx Xxxxxxx in the Offering regardless of whether the over-allotment option in the Offering is exercised), is no less than the Other Compensation, expressed as a percentage of the aggregate price to the public of the Shares sold by such Other Broker in the Offering (including any Shares over-allotted by such Other Broker in the Offering regardless of whether the over-allotment option in the Offering is exercised). This paragraph 1(b) will not apply to any Other Compensation paid to any Other Broker who is designated as the lead manager in the Offering. For purposes of this paragraph (bparagraphs 1(a) and 1(b), the number of Shares sold by Xxxxxx Xxxxxxx shall be deemed to include one half [•] of the number of Shares sold by Xxxxxx Xxxxxxx Xxxxx Xxxxxx LLCWealth Management, and Citigroup Global Markets Inc. shall be deemed to have sold the other half[•]. (c) The Company shall pay the Fee to Xxxxxx Xxxxxxx before on the closing of the purchase and sale of the Shares pursuant to the Underwriting Agreement on the first closing date [•], 2013 by wire transfer to the order of Xxxxxx Xxxxxxx. The Company acknowledges that the Fee is in addition to any compensation Xxxxxx Xxxxxxx earns in connection with its role as an underwriter to the Fund in the Offering, which services are distinct from and in addition to the marketing and structuring services described above.

Fee. (a) In consideration of advice to the Company relating to, but not limited to, the design and structuring of, and marketing assistance with respect to, the Fund Trust and the distribution of its shares of the Trust’s common stock shares of beneficial interest, par value $0.01 per share (the “Shares”), including without limitation, views from an investor market and distribution perspective on (i) diversification, proportion and concentration approaches for the Trust’s investments in light of current market conditions, (ii) marketing issues with respect to the Trust’s investment policies and proposed investments, (iii) the proportion of the Trust’s assets to invest in the Trust’s strategies and (iv) the overall marketing and positioning thesis for the Trust’s initial public offering of its Shares (the “Offering”), the Company shall pay a fee to Xxxxxx Xxxxxxx calculated at 1.35% of the aggregate price to the public of the Shares sold by Xxxxxx Xxxxxxx in the aggregate amount Offering (including any Shares over-allotted by Xxxxxx Xxxxxxx in the Offering regardless of whether the over-allotment option in the Offering is exercised), equal to $[—·] (the “Fee”). Subject to paragraph (b), the Fee paid to Xxxxxx Xxxxxxx shall not exceed [—·]% of the total price to the public of the Shares sold by the Fund Trust in its initial public offering the Offering. In the event the Offering does not proceed, Xxxxxx Xxxxxxx will not receive any fees under this Agreement; however, for the avoidance of doubt, accountable expenses actually incurred may be payable to Xxxxxx Xxxxxxx pursuant to the terms of the principal underwriting agreement relating to the Offering (the “OfferingUnderwriting Agreement”). (b) Notwithstanding paragraph (a), in the event that the Company (or the Fund Trust or any person or entity affiliated with the Company, the Fund Trust or any subadviser sub-adviser to the Fund Trust or acting on behalf of or at the direction of any of the foregoing) compensates or agrees to compensate any other broker or dealer participating in the Offering (each, an “Other Broker”) for any services or otherwise in connection with the Offering or with respect to the Fund Trust or its Shares (excluding for this purpose any compensation paid directly to the entire underwriting syndicate, as a group, pursuant to the principal underwriting agreement (the “Underwriting Agreement”) relating to the Offering), whether such compensation be denominated as a fee, an expense reimbursement, a set-off, a credit or otherwise (such compensation with respect to any Other Broker, such Other Broker’s “Other Compensation”), then the amount of the Fee shall be increased as and to the extent necessary so that the Fee payable to Xxxxxx Xxxxxxx hereunder, expressed as a percentage of the aggregate price to the public of the Shares sold by Xxxxxx Xxxxxxx in the Offering (including any Shares over-allotted by Xxxxxx Xxxxxxx in the Offering regardless of whether the over-allotment option in the Offering is exercised), is no less than the Other Compensation, expressed as a percentage of the aggregate price to the public of the Shares sold by such Other Broker in the Offering. For purposes Offering (including any Shares over-allotted by such Other Broker in the Offering regardless of this paragraph (bwhether the over-allotment option in the Offering is exercised), the number of Shares sold by Xxxxxx Xxxxxxx shall be deemed to include one half of the number of Shares sold by Xxxxxx Xxxxxxx Xxxxx Xxxxxx LLC, and Citigroup Global Markets Inc. shall be deemed to have sold the other half. (c) The Company shall pay the Fee to Xxxxxx Xxxxxxx before on the closing of the purchase and sale of the Shares pursuant to the Underwriting Agreement on the first closing date July [·], 2014, by wire transfer to the order of Xxxxxx Xxxxxxx. Xxxxxxx using the following wire instructions: [Citibank, N.A. Account: Xxxxxx Xxxxxxx & Co. Account #: 000-00-000 ABA #: 000-000-000 Attention: Xxxxx Xxxxx Ref: Tekla Healthcare Opportunities Fund Please notify “xxxxxxxxxxxxxx@xxxxxxxxxxxxx.xxx” when the wire is sent.](1) (d) The Company acknowledges that the Fee is in addition to any compensation Xxxxxx Xxxxxxx earns in connection with its role as an underwriter to the Fund Trust in the Offering, which services are distinct from and in addition to the marketing and structuring services described above.

Fee. (a) In consideration of advice to the Company Adviser relating to, but not limited to, the design and structuring of, and marketing assistance with respect to, the Fund and the distribution of its shares of the Fund’s common stock shares of beneficial interest, par value $0.0001 per share (the “Shares”), including without limitation, views from an investor market and distribution perspective on (i) diversification, proportion and concentration approaches for the Company Fund’s investments in light of current market conditions, (ii) marketing issues with respect to the Fund’s investment policies and proposed investments, (iii) the proportion of the Fund’s assets to invest in the Fund’s strategies and (iv) the overall marketing and positioning thesis for the Fund’s initial public offering of its Shares (the “Offering”), the Adviser shall pay a fee to Xxxxxx Xxxxxxx calculated at [•] of the aggregate price to the public of the Shares sold by Xxxxxx Xxxxxxx in the aggregate amount Offering (including any Shares over-allotted by Xxxxxx Xxxxxxx in the Offering regardless of whether the over-allotment option in the Offering is exercised), equal to $[—•] (the “Fee”). Subject to paragraph (b), the Fee paid to Xxxxxx Xxxxxxx shall not exceed [—]% •]% of the total price to the public of the Shares sold by the Fund in its initial public offering the Offering. In the event the Offering does not proceed, Xxxxxx Xxxxxxx will not receive any fees under this Agreement; however, for the avoidance of doubt, accountable expenses actually incurred may be payable to Xxxxxx Xxxxxxx pursuant to the terms of the principal underwriting agreement relating to the Offering (the “OfferingUnderwriting Agreement”). (b) Notwithstanding paragraph (a), in the event that the Company Adviser (or the Fund or any person or entity affiliated with the CompanyAdviser, the Fund or any subadviser sub-adviser to the Fund or acting on behalf of or at the direction of any of the foregoing) compensates or agrees to compensate any other broker or dealer participating in the Offering (each, an “Other Broker”) for any services or otherwise in connection with the Offering or with respect to the Fund or its Shares (excluding for this purpose any compensation paid directly to the entire underwriting syndicate, as a group, pursuant to the principal underwriting agreement (the “Underwriting Agreement”) relating to the Offering), whether such compensation be denominated as a fee, an expense reimbursement, a set-off, a credit or otherwise (such compensation with respect to any Other Broker, such Other Broker’s “Other Compensation”), then the amount of the Fee shall be increased as and to the extent necessary so that the Fee payable to Xxxxxx Xxxxxxx hereunder, expressed as a percentage of the aggregate price to the public of the Shares sold by Xxxxxx Xxxxxxx in the Offering (including any Shares over-allotted by Xxxxxx Xxxxxxx in the Offering regardless of whether the over-allotment option in the Offering is exercised), is no less than the Other Compensation, expressed as a percentage of the aggregate price to the public of the Shares sold by such Other Broker in the Offering. For purposes Offering (including any Shares over-allotted by such Other Broker in the Offering regardless of this paragraph (bwhether the over-allotment option in the Offering is exercised), the number of Shares sold by Xxxxxx Xxxxxxx shall be deemed to include one half of the number of Shares sold by Xxxxxx Xxxxxxx Xxxxx Xxxxxx LLC, and Citigroup Global Markets Inc. shall be deemed to have sold the other half. (c) The Company Adviser shall pay the Fee to Xxxxxx Xxxxxxx before on the closing of the purchase and sale of the Shares pursuant to the Underwriting Agreement on the first closing date [•], 2018, by wire transfer to the order of Xxxxxx Xxxxxxx. Xxxxxxx using the following wire instructions: [•] (d) The Company Adviser acknowledges that the Fee is in addition to any compensation Xxxxxx Xxxxxxx earns in connection with its role as an underwriter to the Fund in the Offering, which services are distinct from and in addition to the marketing and structuring services described above.

Fee. (a) In consideration of advice to the Company relating to, but not limited to, the design and structuring of, and marketing assistance with respect to, the Fund and the distribution of its the Fund’s common shares of common stock beneficial interest, par value $0.01 per share (the “Shares”), and syndication assistance with respect to the Fund and the distribution of the Shares, including without limitation, views from an investor market, distribution and syndication perspective on (i) marketing issues with respect to the Fund’s investment policies and proposed investments, (ii) the overall marketing and positioning thesis for the Fund’s initial public offering of its Shares (the “Offering”), (iii) securing syndicate participants for the Offering, (iv) preparation of marketing and diligence materials for underwriters, (v) conveying information and market updates to syndicate members and (vi) coordinating syndicate orders during the Offering, the Company shall pay a fee to Xxxxxx Xxxxxxx calculated at 0.50% of the aggregate price to the public of all Shares sold in the aggregate amount Offering (whether sold by Xxxxxx Xxxxxxx or any other broker or dealer participating in the Offering (each, an “Other Broker”) and including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised), equal to $[—] 2,821,216.40 (the “Fee”). . (b) Subject to paragraph (bc), the Fee paid to Xxxxxx Xxxxxxx shall not exceed [—]0.50% of the total price to the public of the Shares sold by the Fund in its initial public offering the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised). In the event the Offering does not proceed, Xxxxxx Xxxxxxx will not receive any fees under this Agreement; however, for the avoidance of doubt, accountable expenses actually incurred may be payable to Xxxxxx Xxxxxxx pursuant to the terms of the principal underwriting agreement relating to the Offering (the “OfferingUnderwriting Agreement”). (bc) Notwithstanding paragraph (a), in the event that the Company (or the Fund or any person or entity affiliated with the Company, the Fund or any subadviser sub-adviser to the Fund or acting on behalf of or at the direction of any of the foregoing) compensates or agrees to compensate any other broker or dealer participating in the Offering (each, an “Other Broker”) Broker for any services or otherwise in connection with the Offering or with respect to the Fund or its Shares (excluding for this purpose any compensation paid directly to the entire underwriting syndicate, as a group, pursuant to the principal underwriting agreement (the “Underwriting Agreement”) relating to the Offering), whether such compensation be denominated as a fee, an expense reimbursement, a set-off, a credit or otherwise (such compensation with respect to any Other Broker, such Other Broker’s “Other Compensation”), then the amount of the Fee shall be increased as and to the extent necessary so that the Fee payable to Xxxxxx Xxxxxxx hereunder, expressed as (i) a dollar amount, (ii) a percentage of the aggregate price to the public of the Shares sold by Xxxxxx Xxxxxxx in the Offering (including any Shares over-allotted by Xxxxxx Xxxxxxx in the Offering regardless of whether the over-allotment option in the Offering is exercised) or (iii) a percentage of the aggregate price to the public of all Shares sold in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised), is no less than the Other Compensation, expressed as (i) a dollar amount, (ii) a percentage of the aggregate price to the public of the Shares sold by such Other Broker in the Offering. For purposes Offering (including any Shares over-allotted by such Other Broker in the Offering regardless of this paragraph whether the over-allotment option in the Offering is exercised) or (biii) a percentage of the aggregate price to the public of all Shares sold in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised), the number of Shares sold by Xxxxxx Xxxxxxx shall be deemed to include one half of the number of Shares sold by Xxxxxx Xxxxxxx Xxxxx Xxxxxx LLC, and Citigroup Global Markets Inc. shall be deemed to have sold the other halfrespectively. (cd) The Company shall pay the Fee to Xxxxxx Xxxxxxx before on the closing of the purchase and sale of the Shares pursuant to the Underwriting Agreement on the first closing date by wire transfer to the order of Xxxxxx Xxxxxxx. Xxxxxxx using the following wire instructions: Citibank, N.A. Account: Xxxxxx Xxxxxxx & Co. Account #: 000-00-000 ABA #: 000-000-000 Attention: Xxxxx Xxxxx Ref: Nuveen High Income November 2021 Target Term Fund Please notify “xxxxxxxxxxxxxx@xxxxxxxxxxxxx.xxx” when the wire is sent. (e) The Company acknowledges that the Fee is in addition to any compensation Xxxxxx Xxxxxxx earns in connection with its role as an underwriter to the Fund in the Offering, which services are distinct from and in addition to the marketing and structuring services described above.

Fee. (a) In consideration of advice to the Company relating to, but not limited to, the design and structuring of, and marketing assistance with respect to, the Fund and the distribution of its shares of common stock (the “Shares”), including without limitation, views from an investor market and distribution perspective on (i) diversification, proportion and concentration approaches for the Fund’s investments in light of current market conditions, (ii) marketing issues with respect to the Fund’s investment policies and proposed investments, (iii) the proportion of the Fund’s assets to invest in the Fund’s strategies, and (iv) the overall marketing and positioning thesis for the Fund’s initial public offering, the Company shall pay a fee to Xxxxxx Xxxxxxx calculated at [—]% of the aggregate price to the public of the Shares sold by Xxxxxx Xxxxxxx in the aggregate amount Fund’s initial public offering (the “Offering”) (including any Shares over-allotted by Xxxxxx Xxxxxxx in the Offering regardless of whether the over-allotment option in the Offering is exercised), equal to $[—] (the “Fee”). Subject to paragraph (b), the Fee paid to Xxxxxx Xxxxxxx shall not exceed [—]% of the total price to the public of the Shares sold by the Fund in its initial public offering the Offering. In the event the Offering does not proceed, Xxxxxx Xxxxxxx will not receive any fees under this Agreement; however, for the avoidance of doubt, accountable expenses actually incurred may be payable to Xxxxxx Xxxxxxx pursuant to the terms of the principal underwriting agreement relating to the Offering (the “OfferingUnderwriting Agreement”). (b) Notwithstanding paragraph (a), in the event that the Company (or the Fund or any person or entity affiliated with the Company, the Fund or any subadviser sub-adviser to the Fund or acting on behalf of or at the direction of any of the foregoing) compensates or agrees to compensate any other broker or dealer participating in the Offering (each, an “Other Broker”) for any services or otherwise in connection with the Offering or with respect to the Fund or its Shares (excluding for this purpose any compensation paid directly to the entire underwriting syndicate, as a group, pursuant to the principal underwriting agreement (the “Underwriting Agreement”) relating to the Offering), whether such compensation be denominated as a fee, an expense reimbursement, a set-off, a credit or otherwise (such compensation with respect to any Other Broker, such Other Broker’s “Other Compensation”), then the amount of the Fee shall be increased as and to the extent necessary so that the Fee payable to Xxxxxx Xxxxxxx hereunder, expressed as a percentage of the aggregate price to the public of the Shares sold by Xxxxxx Xxxxxxx in the Offering (including any Shares over-allotted by Xxxxxx Xxxxxxx in the Offering regardless of whether the over-allotment option in the Offering is exercised), is no less than the Other Compensation, expressed as a percentage of the aggregate price to the public of the Shares sold by such Other Broker in the Offering (including any Shares over-allotted by such Other Broker in the Offering regardless of whether the over-allotment option in the Offering is exercised). This paragraph 1(b) will not apply to any Other Compensation paid to any Other Broker who is designated as the lead manager in the Offering. For purposes of this paragraph (b), the number of Shares sold by Xxxxxx Xxxxxxx shall be deemed to include one half of the number of Shares sold by Xxxxxx Xxxxxxx Xxxxx Xxxxxx LLC, and Citigroup Global Markets Inc. shall be deemed to have sold the other half. (c) The Company shall pay the Fee to Xxxxxx Xxxxxxx before on the closing of the purchase and sale of the Shares pursuant to the Underwriting Agreement on the first closing date [—], 2013 by wire transfer to the order of Xxxxxx Xxxxxxx. The Company acknowledges that the Fee is in addition to any compensation Xxxxxx Xxxxxxx earns in connection with its role as an underwriter to the Fund in the Offering, which services are distinct from and in addition to the marketing and structuring services described above.

Fee. (a) In consideration of advice to the Company relating to, but not limited to, the design and structuring of, and marketing assistance with respect to, the Fund and the distribution of its common shares of common stock beneficial interest, par value $.01 per share (the “Shares”), the Company shall pay a fee to Xxxxxx Xxxxxxx Mxxxxx Sxxxxxx calculated at 1.25% of the aggregate price to public of the Shares sold by Mxxxxx Sxxxxxx in the aggregate amount Fund’s initial public offering (the “Offering”) (including any Shares over-allotted by Mxxxxx Sxxxxxx in the Offering regardless of $[—] whether the over-allotment option in the Offering is exercised) (the “Fee”), equal to $ 1. Subject to paragraph (b), the Fee paid to Xxxxxx Xxxxxxx Mxxxxx Sxxxxxx shall not exceed [—]% %2 of the total price to the public of the Shares sold by the Fund in its initial public offering (the “Offering”). (b) Notwithstanding paragraph (a), in the event that the Company (or the Fund or any person or entity affiliated with the Company, the Fund or any subadviser to the Fund or acting on behalf of or at the direction of any of the foregoing) compensates or agrees to compensate any other broker or dealer participating in the Offering (each, an “Other Broker”) for any services or otherwise in connection with the Offering or with respect to the Fund or its Shares (excluding for this purpose any compensation paid directly to the entire underwriting syndicate, as a group, pursuant to the principal underwriting agreement (the “Underwriting Agreement”) relating to the Offering), whether such compensation be denominated as a fee, an expense reimbursement, a set-off, a credit or otherwise otherwise, except for compensation in the form of a trailing fee which is payable to an Other Broker on a periodic basis after the Offering for distribution and/or services in connection with the Offering, (such compensation with respect to any Other Broker, such Other Broker’s “Other Compensation”), then the amount of the Fee shall be increased as and to the extent necessary so that the Fee 1 (1.25%)*(dollar value of Shares sold by Mxxxxx Sxxxxxx, including over-allotments) 2 (dollar value of Fee)/(aggregate price to public of firm Shares as reflected in table on prospectus cover page)*100% payable to Xxxxxx Xxxxxxx Mxxxxx Sxxxxxx hereunder, expressed as a percentage of the aggregate price to the public of the Shares sold by Xxxxxx Xxxxxxx Mxxxxx Sxxxxxx in the Offering (including any Shares over-allotted by Xxxxxx Xxxxxxx Mxxxxx Sxxxxxx in the Offering regardless of whether the over-allotment option in the Offering is exercised), is no less than the Other Compensation, expressed as a percentage of the aggregate price to the public of the Shares sold by such Other Broker in the Offering. For purposes of this paragraph (b), the number of Shares sold by Xxxxxx Xxxxxxx shall be deemed to include one half of the number of Shares sold by Xxxxxx Xxxxxxx Xxxxx Xxxxxx LLC, and Citigroup Global Markets Inc. shall be deemed to have sold the other half. (c) The Company shall pay the Fee to Xxxxxx Xxxxxxx Mxxxxx Sxxxxxx before the closing of the purchase and sale of the Shares pursuant to the Underwriting Agreement on the [first closing date date] by wire transfer to the order of Xxxxxx XxxxxxxMxxxxx Sxxxxxx. The Company acknowledges that the Fee is in addition to any compensation Xxxxxx Xxxxxxx Mxxxxx Sxxxxxx earns in connection with its role as an underwriter to the Fund in the Offeringits initial public offering, which services are distinct from and in addition to the marketing and structuring services described above.

Fee. (a) In consideration of advice to the Company relating to, but not limited to, the design and structuring of, and marketing assistance with respect to, the Fund and the distribution of its shares of the Fund’s common stock stock, par value $0.001 per share (the “Shares”), including without limitation, views from an investor market and distribution perspective on (i) diversification, proportion and concentration approaches for the Fund’s investments in light of current market conditions, (ii) marketing issues with respect to the Fund’s investment policies and proposed investments, (iii) the proportion of the Fund’s assets to invest in the Fund’s strategies and (iv) the overall marketing and positioning thesis for the Fund’s initial public offering of its Shares (the “Offering”), the Company shall pay a fee to Xxxxxx Xxxxxxx Mxxxxx Sxxxxxx calculated at [ ]% of the aggregate price to the public of the Shares sold by Mxxxxx Sxxxxxx in the aggregate amount Offering (including any Shares over-allotted by Mxxxxx Sxxxxxx in the Offering regardless of whether the over-allotment option in the Offering is exercised), equal to [$[—_____] (the “Structuring Fee”). (b) In consideration of advice to the Company relating to, but not limited to, syndication assistance with respect to the Fund and the distribution of the Fund’s Shares, including without limitation, (i) securing syndicate participants for the Offering, (ii) preparation of marketing and diligence materials for underwriters, (iii) conveying information and market updates to syndicate members and (iv) coordinating syndicate orders during the Offering, the Company shall pay a fee to Mxxxxx Sxxxxxx equal to [$_____] (the “Syndication Fee” and, together with the Structuring Fee, the “Fee”). . (c) Subject to paragraph (bd), the Structuring Fee paid to Xxxxxx Xxxxxxx Mxxxxx Sxxxxxx shall not exceed [—]% _____%] of the total price to the public of the Shares sold by the Fund in its initial the Offering and the Syndication Fee paid to Mxxxxx Sxxxxxx shall not exceed [_____%] of the total price to the public offering of the Shares sold by the Fund in the Offering. In the event the Offering does not proceed, Mxxxxx Sxxxxxx will not receive any fees under this Agreement; however, for the avoidance of doubt, accountable expenses actually incurred may be payable to Mxxxxx Sxxxxxx pursuant to the terms of the principal underwriting agreement relating to the Offering (the “OfferingUnderwriting Agreement”). (bd) Notwithstanding paragraph (a), in the event that the Company (or the Fund or any person or entity affiliated with the Company, the Fund or any subadviser sub-adviser to the Fund or acting on behalf of or at the direction of any of the foregoing) compensates or agrees to compensate any other broker or dealer participating in the Offering (each, an “Other Broker”) for any services or otherwise in connection with the Offering or with respect to the Fund or its Shares (excluding for this purpose any compensation paid directly to the entire underwriting syndicate, as a group, pursuant to the principal underwriting agreement (the “Underwriting Agreement”) relating to the Offering), whether such compensation be denominated as a fee, an expense reimbursement, a set-off, a credit or otherwise (such compensation with respect to any Other Broker, such Other Broker’s “Other Compensation”), then the amount of the Structuring Fee shall be increased as and to the extent necessary so that the Structuring Fee payable to Xxxxxx Xxxxxxx Mxxxxx Sxxxxxx hereunder, expressed as both a dollar amount and a percentage of the aggregate price to the public of the Shares sold by Xxxxxx Xxxxxxx Mxxxxx Sxxxxxx in the Offering (including any Shares over-allotted by Xxxxxx Xxxxxxx Mxxxxx Sxxxxxx in the Offering regardless of whether the over-allotment option in the Offering is exercised), is no less than the Other Compensation, expressed as both a dollar amount and a percentage of the aggregate price to the public of the Shares sold by such Other Broker in the Offering. For purposes Offering (including any Shares over-allotted by such Other Broker in the Offering regardless of this paragraph (bwhether the over-allotment option in the Offering is exercised), the number of Shares sold by Xxxxxx Xxxxxxx shall be deemed to include one half of the number of Shares sold by Xxxxxx Xxxxxxx Xxxxx Xxxxxx LLC, and Citigroup Global Markets Inc. shall be deemed to have sold the other half. (ce) The Company shall pay the Fee to Xxxxxx Xxxxxxx before Mxxxxx Sxxxxxx on the closing of the purchase and sale of the Shares pursuant to the Underwriting Agreement on the first closing date [Closing Date], by wire transfer to the order of Xxxxxx Xxxxxxx. Mxxxxx Sxxxxxx using the following wire instructions: [Citibank, N.A. Account: Mxxxxx Sxxxxxx & Co. Account #: 300-00-000 ABA #: 000-000-000 Attention: Lxxxx Xxxxx Ref: Duff & Pxxxxx Select Energy MLP Fund Inc. Please notify “fxxxxxxxxxxxxx@xxxxxxxxxxxxx.xxx” when the wire is sent.] (f) The Company acknowledges that the Fee is in addition to any compensation Xxxxxx Xxxxxxx Mxxxxx Sxxxxxx earns in connection with its role as an underwriter to the Fund in the Offering, which services are distinct from and in addition to the marketing and structuring services described above.

Fee. (a) In consideration of advice to the Company relating to, but not limited to, the design and structuring of, and marketing assistance with respect to, the Fund and the distribution of its shares of common stock stock, $0.001 par value per share (the “Shares”), the Company shall pay a fee to Xxxxxx Xxxxxxx Mxxxxx Sxxxxxx calculated at 1.25% of the aggregate price to the public of the Shares sold by Mxxxxx Sxxxxxx in the aggregate amount Fund’s initial public offering (the “Offering”) (including any Shares over-allotted by Mxxxxx Sxxxxxx in the Offering regardless of whether the over-allotment option in the Offering is exercised), equal to $[—] ___ (the “Fee”). Subject to paragraph (b), the Fee paid to Xxxxxx Xxxxxxx Mxxxxx Sxxxxxx shall not exceed [—]1.25% of the total price to the public of the Shares sold by the Fund in its initial public offering (the “Offering”). (b) Notwithstanding paragraph (a), in the event that the Company (or the Fund or any person or entity affiliated with the Company, the Fund or any subadviser to the Fund or acting on behalf of or at the direction of any of the foregoing) compensates or agrees to compensate any other broker or dealer participating in the Offering (each, an “Other Broker”) for any services or otherwise in connection with the Offering or with respect to the Fund or its Shares (excluding for this purpose any compensation paid directly to the entire underwriting syndicate, as a group, pursuant to the principal underwriting agreement (the “Underwriting Agreement”) relating to the Offering), whether such compensation be denominated as a fee, an expense reimbursement, a set-off, a credit or otherwise (such compensation with respect to any Other Broker, such Other Broker’s “Other Compensation”), then the amount of the Fee shall be increased as and to the extent necessary so that the Fee payable to Xxxxxx Xxxxxxx Mxxxxx Sxxxxxx hereunder, expressed as a percentage of the aggregate price to the public of the Shares sold by Xxxxxx Xxxxxxx Mxxxxx Sxxxxxx in the Offering (including any Shares over-allotted by Xxxxxx Xxxxxxx Mxxxxx Sxxxxxx in the Offering regardless of whether the over-allotment option in the Offering is exercised), is no less than the Other Compensation, expressed as a percentage of the aggregate price to the public of the Shares sold by such Other Broker in the Offering. For purposes of this paragraph (b), the number of Shares sold by Xxxxxx Xxxxxxx shall be deemed to include one half of the number of Shares sold by Xxxxxx Xxxxxxx Xxxxx Xxxxxx LLC, and Citigroup Global Markets Inc. shall be deemed to have sold the other half. (c) The Company shall pay the Fee to Xxxxxx Xxxxxxx Mxxxxx Sxxxxxx before the closing of the purchase and sale of the Shares pursuant to the Underwriting Agreement on the first closing date ___, 2007 by wire transfer to the order of Xxxxxx XxxxxxxMxxxxx Sxxxxxx. The Company acknowledges that the Fee is in addition to any compensation Xxxxxx Xxxxxxx Mxxxxx Sxxxxxx earns in connection with its role as an underwriter to the Fund in the Offeringits initial public offering, which services are distinct from and in addition to the marketing and structuring services described above.

Fee. (a) In consideration of for the advice given by Xxxxxx Xxxxxxx to the Company relating to, but not limited to, on the design and structuring of, and marketing assistance with respect to, the Fund and the distribution of its the Fund’s common shares of common stock beneficial interest (the “Common Shares”), the Company shall pay a fee to Xxxxxx Xxxxxxx in the aggregate amount of $[—] (the “Fee”). Subject to paragraph (b), the Fee paid to Xxxxxx Xxxxxxx shall not exceed [—]calculated at 1.25% of the total aggregate price to the public of the Common Shares of the Fund sold by Xxxxxx Xxxxxxx in the Fund in its Fund’s initial public offering (the “Offering”) (including any Common Shares of the Fund over-allotted by Xxxxxx Xxxxxxx in the Offering regardless of whether the over-allotment option in the Offering is exercised), equal to $[ ] (the “Fee”). (b) Notwithstanding paragraph (aSection 1(a), in the event that the Company (or the Fund or any person or entity affiliated with the Company, the Fund Company or any subadviser to the Fund or acting on behalf of or at the direction of the Company or the Fund, including Tradewinds NWQ Global Investors, LLC or any of the foregoingits affiliates) compensates or agrees to compensate any other one broker or dealer participating in the Offering (each, an “Other Broker”) for any services or otherwise in connection with the Offering or with respect to the Fund or its Shares (excluding for this purpose any compensation paid directly to the entire underwriting syndicate, as a group, pursuant to the principal underwriting agreement dated July 24, 2006, by and among the Fund, the Company, Tradewinds NWQ Global Investors, LLC and each of the underwriters named therein (the “Underwriting Agreement”) relating to the Offering)), whether such compensation be denominated as a fee, additional compensation, an expense reimbursement, a set-off, a credit or otherwise (such compensation with respect to any Other Broker, such Other Broker’s “Other Compensation”), then the amount of the Fee shall be increased as and to the extent necessary so that the Fee payable to Xxxxxx Xxxxxxx hereunder, expressed as a percentage of the aggregate price to the public of the Common Shares of the Fund sold by Xxxxxx Xxxxxxx in the Offering (including any Common Shares of the Fund over-allotted by Xxxxxx Xxxxxxx in the Offering regardless of whether the over-allotment option in the Offering is exercised), is no less than the Other Compensation, expressed as a percentage of the aggregate price to the public of the Common Shares of the Fund sold by such Other Broker in the Offering. For purposes of this paragraph (b), the number of Shares sold by Xxxxxx Xxxxxxx shall be deemed to include one half of the number of Shares sold by Xxxxxx Xxxxxxx Xxxxx Xxxxxx LLC, and Citigroup Global Markets Inc. shall be deemed to have sold the other half. (c) The Company shall pay Without prejudice to Xxxxxx Xxxxxxx’x right under Section 1(b) to compensation at a rate commensurate with any Other Broker’s Other Compensation, Xxxxxx Xxxxxxx acknowledges that, as described in the prospectus relating to the Offering, the sum total of all compensation to the underwriters in connection with the Offering, including sales load, the Fee payable to Xxxxxx Xxxxxxx before Xxxxxxx, all Other Compensation paid to any Other Broker, the closing fees and disbursements of counsel in connection with the review of the purchase Offering by the National Association of Securities Dealers, Inc. (to the extent reimbursed to the underwriters by the Company or the Fund) and sale the amount of $.006667 per Common Share reimbursable by the Shares Fund to the underwriters pursuant to the Underwriting Agreement Agreement, may not exceed 9% of the total price to the public of the Common Shares sold in the Offering. (d) Except as provided in Section 1(b), the Fee paid to Xxxxxx Xxxxxxx shall not exceed [ ]% of the total price to the public of the common shares sold in the Offering. The Fee shall be paid on the first closing date or before July 28, 2006 and shall be made by wire transfer to the order of Xxxxxx Xxxxxxx. The Company acknowledges that the Fee is in addition to any compensation Xxxxxx Xxxxxxx earns in connection with its role as an underwriter to the Fund in the Offeringits initial public offering, which services are distinct from and in addition to the marketing market and structuring services described above.

Fee. (a) In consideration of advice services to the Company relating to, but not limited to, the design and structuring of, and marketing assistance with respect to, the Fund Trust and the distribution of its shares of common stock stock, $0.001 par value per share (the “Shares”), including without limitation, views from an investor market and distribution perspective on (i) marketing issues with respect to the Trust’s investment policies and proposed investments and (ii) the overall marketing and positioning thesis for the Trust’s initial public offering, the Company shall pay a fee to Xxxxxx Xxxxxxx calculated at [·]% of the aggregate price to the public of the Shares sold by Xxxxxx Xxxxxxx in the aggregate amount Trust’s initial public offering (the “Offering”) (including any Shares over-allotted by Xxxxxx Xxxxxxx in the Offering regardless of whether the over-allotment option in the Offering is exercised), equal to $[—·] (the “Fee”). Subject to paragraph (b), the Fee paid to Xxxxxx Xxxxxxx shall not exceed [—]% of the total price to the public of the Shares sold by the Fund Trust in its initial public offering the Offering. For purposes of this paragraph (a), the “Offering”)number of Shares sold by Xxxxxx Xxxxxxx shall be deemed to include one half of the number of Shares sold by Xxxxxx Xxxxxxx Xxxxx Xxxxxx LLC, and Citigroup Global Markets Inc. shall be deemed to have sold the other half. (b) Notwithstanding paragraph (a), in the event that the Company (or the Fund Trust or any person or entity affiliated with the Company, Company or the Fund or any subadviser to the Fund Trust or acting on behalf of or at the direction of any of the foregoing) compensates or agrees to compensate any other broker or dealer participating that actually sells Shares in the Offering (each, an “Other Broker”) for any services or otherwise solely in connection with the Offering or with respect to the Fund or its Shares (excluding for this purpose any compensation paid directly to the entire underwriting syndicate, as a group, pursuant to the principal underwriting agreement (the “Underwriting Agreement”) relating to the Offering), whether such compensation be denominated as a fee, an expense reimbursement, a set-off, a credit or otherwise (such compensation with respect to any Other Broker, such Other Broker’s “Other Compensation”), then the amount of the Fee shall be increased as and to the extent necessary so that the Fee payable to Xxxxxx Xxxxxxx hereunder, expressed as a percentage of the aggregate price to the public of the Shares sold by Xxxxxx Xxxxxxx in the Offering (including any Shares over-allotted by Xxxxxx Xxxxxxx in the Offering regardless of whether the over-allotment option in the Offering is exercised), is no less than the Other Compensation, expressed as a percentage of the aggregate price to the public of the Shares sold by such Other Broker in the Offering. For purposes of this paragraph (b), the number of Shares sold by Xxxxxx Xxxxxxx shall be deemed to include one half of the number of Shares sold by Xxxxxx Xxxxxxx Xxxxx Xxxxxx LLC, and Citigroup Global Markets Inc. shall be deemed to have sold the other half. (c) The Company shall pay the Fee to Xxxxxx Xxxxxxx before after the closing of the purchase and sale of the Shares pursuant to the Underwriting Agreement and on the first closing date or before April [·], 2011 by wire transfer to the order of Xxxxxx Xxxxxxx. The Company acknowledges that the Fee is in addition to any compensation Xxxxxx Xxxxxxx earns in connection with its role as an underwriter to the Fund Trust in the Offeringits initial public offering, which underwriting services are distinct from and in addition to the marketing and structuring services described above.

Fee. (a) In consideration of advice to the Company relating to, but not limited to, the design and structuring of, and marketing assistance with respect to, the Fund and the distribution of its the Fund’s common shares of common stock beneficial interest, par value $0.0001 per share (the “Shares”), including without limitation, views from an investor market and distribution perspective on (i) diversification, proportion and concentration approaches for the Fund’s investments in light of current market conditions, (ii) marketing issues with respect to the Fund’s investment policies and proposed investments, (iii) the proportion of the Fund’s assets to invest in the Fund’s strategies and (iv) the overall marketing and positioning thesis for the Fund’s initial public offering of its Shares (the “Offering”), the Company shall pay a fee to Xxxxxx Xxxxxxx calculated at [ ]% of the aggregate price to the public of the Shares sold by Xxxxxx Xxxxxxx in the aggregate amount Offering (including any Shares over-allotted by Xxxxxx Xxxxxxx in the Offering regardless of whether the over-allotment option in the Offering is exercised), equal to $[—[ ] (the “Fee”). Subject to paragraph (b), the Fee paid to Xxxxxx Xxxxxxx shall not exceed [—[ ]% of the total price to the public of the Shares sold by the Fund in its initial public offering the Offering. In the event the Offering does not proceed, Xxxxxx Xxxxxxx will not receive any fees under this Agreement; however, for the avoidance of doubt, accountable expenses actually incurred may be payable to Xxxxxx Xxxxxxx pursuant to the terms of the principal underwriting agreement relating to the Offering (the “OfferingUnderwriting Agreement”). (b) Notwithstanding paragraph (a), in the event that the Company (or the Fund or any person or entity affiliated with the Company, the Fund or any subadviser sub-adviser to the Fund or acting on behalf of or at the direction of any of the foregoing) compensates or agrees to compensate any other broker or dealer participating in the Offering (each, an “Other Broker”) for any services or otherwise in connection with the Offering or with respect to the Fund or its Shares (excluding for this purpose any compensation paid directly to the entire underwriting syndicate, as a group, pursuant to the principal underwriting agreement (the “Underwriting Agreement”) relating to the Offering), whether such compensation be denominated as a fee, an expense reimbursement, a set-off, a credit or otherwise (such compensation with respect to any Other Broker, such Other Broker’s “Other Compensation”), then the amount of the Fee shall be increased as and to the extent necessary so that the Fee payable to Xxxxxx Xxxxxxx hereunder, expressed as a percentage of the aggregate price to the public of the Shares sold by Xxxxxx Xxxxxxx in the Offering (including any Shares over-allotted by Xxxxxx Xxxxxxx in the Offering regardless of whether the over-allotment option in the Offering is exercised), is no less than the Other Compensation, expressed as a percentage of the aggregate price to the public of the Shares sold by such Other Broker in the Offering. For purposes Offering (including any Shares over-allotted by such Other Broker in the Offering regardless of this paragraph (bwhether the over-allotment option in the Offering is exercised), the number of Shares sold by Xxxxxx Xxxxxxx shall be deemed to include one half of the number of Shares sold by Xxxxxx Xxxxxxx Xxxxx Xxxxxx LLC, and Citigroup Global Markets Inc. shall be deemed to have sold the other half. (c) The Company shall pay the Fee to Xxxxxx Xxxxxxx before on the closing of the purchase and sale of the Shares pursuant to the Underwriting Agreement on the first closing date [ ], 2019, by wire transfer to the order of Xxxxxx Xxxxxxx. Xxxxxxx using the following wire instructions: Citibank, N.A. Account: Xxxxxx Xxxxxxx & Co. Account #: 000-00-000 ABA #: 000-000-000 Attention: Xxxxx Xxxxx Ref: PIMCO Energy and Tactical Credit Opportunities Fund Please notify “xxxxxxxxxxxxxx@xxxxxxxxxxxxx.xxx” when the wire is sent. (d) The Company acknowledges that the Fee is in addition to any compensation Xxxxxx Xxxxxxx earns in connection with its role as an underwriter to the Fund in the Offering, which services are distinct from and in addition to the marketing and structuring services described above.

Fee. (a) In consideration of advice to the Company relating to, but not limited to, the design and structuring of, and marketing assistance with respect to, the Fund and the distribution of its shares of the Fund’s common stock shares of beneficial interest, par value $0.001 per share (the “Shares”), including without limitation, views from an investor market and distribution perspective on (i) diversification, proportion and concentration approaches for the Fund’s investments in light of current market conditions, (ii) marketing issues with respect to the Fund’s investment policies and proposed investments, (iii) the proportion of the Fund’s assets to invest in the Fund’s strategies and (iv) the overall marketing and positioning thesis for the Fund’s initial public offering of its Shares (the “Offering”), the Company shall pay a fee to Xxxxxx Xxxxxxx calculated at [—]% of the aggregate price to the public of the Shares sold by Xxxxxx Xxxxxxx in the aggregate amount Offering (including any Shares over-allotted by Xxxxxx Xxxxxxx in the Offering regardless of whether the over-allotment option in the Offering is exercised), equal to $[—] (the “Structuring Fee”). . (b) In consideration of advice to the Company relating to, but not limited to, syndication assistance with respect to the Fund and the distribution of the Fund’s Shares, including without limitation, (i) securing syndicate participants for the Offering, (ii) preparation of marketing and diligence materials for underwriters, (iii) conveying information and market updates to syndicate members and (iv) coordinating syndicate orders during the Offering, the Company shall pay a fee to Xxxxxx Xxxxxxx calculated at [—]% of the aggregate price to the public of the total Shares sold less the Shares sold by Xxxxxx Xxxxxxx in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised), equal to $[—] (the “Syndication Fee” and, together with the Structuring Fee, the “Fee”). (c) Subject to paragraph (bd), the Structuring Fee paid to Xxxxxx Xxxxxxx shall not exceed [—]% of the total price to the public of the Shares sold by the Fund in its initial the Offering and the Syndication Fee paid to Xxxxxx Xxxxxxx shall not exceed [—]% of the total price to the public offering of the Shares sold by the Fund in the Offering. In the event the Offering does not close pursuant to the terms of the principal underwriting agreement relating to the Offering (the “OfferingUnderwriting Agreement”), Xxxxxx Xxxxxxx will not receive any fees under this Agreement; however, for the avoidance of doubt, accountable expenses actually incurred may be payable to Xxxxxx Xxxxxxx pursuant to the terms of the Underwriting Agreement. (bd) Notwithstanding paragraph (a), in the event that the Company (or the Fund or any person or entity affiliated with the Company, the Fund or any subadviser sub-adviser to the Fund or acting on behalf of or at the direction of any of the foregoing) compensates or agrees to compensate any other broker or dealer participating in the Offering (each, an “Other Broker”) for any services or otherwise in connection with the Offering or with respect to the Fund or its Shares (excluding for this purpose any compensation paid directly to the entire underwriting syndicate, as a group, pursuant to the principal underwriting agreement (the “Underwriting Agreement”) relating to the Offering), whether such compensation be denominated as a fee, an expense reimbursement, a set-off, a credit or otherwise (such compensation with respect to any Other Broker, such Other Broker’s “Other Compensation”), then the amount of the Structuring Fee shall be increased as and to the extent necessary so that the Structuring Fee payable to Xxxxxx Xxxxxxx hereunder, expressed as both a dollar amount and a percentage of the aggregate price to the public of the Shares sold by Xxxxxx Xxxxxxx in the Offering (including any Shares over-allotted by Xxxxxx Xxxxxxx in the Offering regardless of whether the over-allotment option in the Offering is exercised), is no less than the Other Compensation, expressed as both a dollar amount and a percentage of the aggregate price to the public of the Shares sold by such Other Broker in the Offering. For purposes Offering (including any Shares over-allotted by such Other Broker in the Offering regardless of this paragraph (bwhether the over-allotment option in the Offering is exercised), the number of Shares sold by Xxxxxx Xxxxxxx shall be deemed to include one half of the number of Shares sold by Xxxxxx Xxxxxxx Xxxxx Xxxxxx LLC, and Citigroup Global Markets Inc. shall be deemed to have sold the other half. (ce) The Company shall pay the Fee to Xxxxxx Xxxxxxx before on the closing of the purchase and sale of the Shares pursuant to the Underwriting Agreement on the first closing date Closing Date, by wire transfer to the order of Xxxxxx Xxxxxxx. Xxxxxxx using the following wire instructions: [—] (f) The Company acknowledges that the Fee is in addition to any compensation Xxxxxx Xxxxxxx earns in connection with its role as an underwriter to the Fund in the Offering, which services are distinct from and in addition to the marketing and structuring services described above.

Fee. (a) In consideration of advice to the Company Adviser relating to, but not limited to, the design and structuring of, and marketing assistance with respect to, the Fund and the distribution of its shares of the Fund’s common stock shares of beneficial interest, par value $0.00001 per share (the “Shares”), including without limitation, views from an investor market and distribution perspective on (i) diversification, proportion and concentration approaches for the Company Fund’s investments in light of current market conditions, (ii) marketing issues with respect to the Fund’s investment policies and proposed investments, (iii) the proportion of the Fund’s assets to invest in the Fund’s strategies and (iv) the overall marketing and positioning thesis for the Fund’s initial public offering of its Shares (the “Offering”), the Adviser shall pay a fee to Xxxxxx Xxxxxxx calculated at [•]% of the aggregate price to the public of the Shares sold by Xxxxxx Xxxxxxx in the aggregate amount Offering (including any Shares over-allotted by Xxxxxx Xxxxxxx in the Offering regardless of whether the over-allotment option in the Offering is exercised), equal to $[—•] (the “Fee”). Subject to paragraph (b), the Fee paid to Xxxxxx Xxxxxxx shall not exceed [—]% •]% of the total price to the public of the Shares sold by the Fund in its initial public offering the Offering. In the event the Offering does not proceed, Xxxxxx Xxxxxxx will not receive any fees under this Agreement; however, for the avoidance of doubt, accountable expenses actually incurred may be payable to Xxxxxx Xxxxxxx pursuant to the terms of the principal underwriting agreement relating to the Offering (the “OfferingUnderwriting Agreement”). (b) Notwithstanding paragraph (a), in the event that the Company Adviser (or the Fund or any person or entity affiliated with the CompanyAdviser, the Fund or any subadviser sub-adviser to the Fund or acting on behalf of or at the direction of any of the foregoing) compensates or agrees to compensate any other broker or dealer participating in the Offering (each, an “Other Broker”) for any services or otherwise in connection with the Offering or with respect to the Fund or its Shares (excluding for this purpose any compensation paid directly to the entire underwriting syndicate, as a group, pursuant to the principal underwriting agreement (the “Underwriting Agreement”) relating to the Offering), whether such compensation be denominated as a fee, an expense reimbursement, a set-off, a credit or otherwise (such compensation with respect to any Other Broker, such Other Broker’s “Other Compensation”), then the amount of the Fee shall be increased as and to the extent necessary so that the Fee payable to Xxxxxx Xxxxxxx hereunder, expressed as a percentage of the aggregate price to the public of the Shares sold by Xxxxxx Xxxxxxx in the Offering (including any Shares over-allotted by Xxxxxx Xxxxxxx in the Offering regardless of whether the over-allotment option in the Offering is exercised), is no less than the Other Compensation, expressed as a percentage of the aggregate price to the public of the Shares sold by such Other Broker in the Offering (including any Shares over-allotted by such Other Broker in the Offering regardless of whether the over-allotment option in the Offering is exercised). This paragraph 1(b) will not apply to any Other Compensation paid to any Other Broker who is designated as the lead manager in the Offering. For purposes of this paragraph (b), the number of Shares sold by Xxxxxx Xxxxxxx shall be deemed to include one half of the number of Shares sold by Xxxxxx Xxxxxxx Xxxxx Xxxxxx LLC, and Citigroup Global Markets Inc. shall be deemed to have sold the other half. (c) The Company Adviser shall pay the Fee to Xxxxxx Xxxxxxx before on the closing of the purchase and sale of the Shares pursuant to the Underwriting Agreement on the first closing date February [•], 2020, by wire transfer to the order of Xxxxxx Xxxxxxx. Xxxxxxx using the following wire instructions: Please notify [ ] when the wire is sent. (d) The Company Adviser acknowledges that the Fee is in addition to any compensation Xxxxxx Xxxxxxx earns in connection with its role as an underwriter to the Fund in the Offering, which services are distinct from and in addition to the marketing and structuring services described above.

Fee. (a) In consideration of advice to the Company relating to, but not limited to, the design and structuring of, and marketing assistance with respect to, the Fund and the distribution of its common shares of common stock beneficial interest, par value $0.01 per share (the “Shares”), including without limitation, views from an investor market and distribution perspective on (i) diversification, proportion and concentration approaches for the Fund’s investments in light of current market conditions, (ii) marketing issues with respect to the Fund’s investment policies and proposed investments, (iii) the proportion of the Fund’s assets to invest in the Fund’s strategies and (iv) the overall marketing and positioning thesis for the Fund’s initial public offering of its Shares (the “Offering”), the Company shall pay a fee to Xxxxxx Xxxxxxx Mxxxxx Sxxxxxx calculated at _________% of the aggregate price to the public of the Shares sold by Mxxxxx Sxxxxxx in the aggregate amount of Offering equal to $[—] _________ (the “Fee”). Subject to paragraph (b), the Fee paid to Xxxxxx Xxxxxxx Mxxxxx Sxxxxxx shall not exceed [—]_________% of the total price to the public of the Shares sold by the Fund in the Offering. In the event the Offering does not proceed, the Company shall reimburse Mxxxxx Sxxxxxx only for all of its initial public offering (the “Offering”)accountable out-of-pocket expenses actually incurred in connection with this Agreement. (b) Notwithstanding paragraph (a), in the event that the Company (or the Fund or any person or entity affiliated with the Company, the Fund or any subadviser sub-adviser to the Fund or acting on behalf of or at the direction of any of the foregoing) compensates or agrees to compensate any other broker or dealer participating in the Offering (each, an “Other Broker”) for any services or otherwise in connection with the Offering or with respect to the Fund or its Shares (excluding for this purpose any compensation paid directly to the entire underwriting syndicatedealers, as a group, pursuant to the principal underwriting initial offering period agreement (the “Underwriting Agreement”) relating to the OfferingOffering (the "Initial Offering Period Agreement")), whether such compensation be denominated as a fee, an expense reimbursement, a set-off, a credit or otherwise (such compensation with respect to any Other Broker, such Other Broker’s “Other Compensation”), then the amount of the Fee shall be increased as and to the extent necessary so that the Fee payable to Xxxxxx Xxxxxxx Mxxxxx Sxxxxxx hereunder, expressed as a percentage of the aggregate price to the public of the Shares sold by Xxxxxx Xxxxxxx Mxxxxx Sxxxxxx in the Offering (including any Shares over-allotted by Xxxxxx Xxxxxxx in the Offering regardless of whether the over-allotment option in the Offering is exercised)Offering, is no less than the Other Compensation, expressed as a percentage of the aggregate price to the public of the Shares sold by such Other Broker in the Offering. For purposes of this paragraph (b), the number of Shares sold by Xxxxxx Xxxxxxx shall be deemed to include one half of the number of Shares sold by Xxxxxx Xxxxxxx Xxxxx Xxxxxx LLC, and Citigroup Global Markets Inc. shall be deemed to have sold the other half. (c) The Company shall pay the Fee to Xxxxxx Xxxxxxx before Mxxxxx Sxxxxxx on the closing of the purchase and sale of the Shares pursuant to the Underwriting Initial Offering Period Agreement on the first closing date _________, 2015, by wire transfer to the order of Xxxxxx Xxxxxxx. Mxxxxx Sxxxxxx using the following wire instructions: _________ _________ _________ Please notify _________ when the wire is sent. (d) The Company acknowledges that the Fee is in addition to any compensation Xxxxxx Xxxxxxx Mxxxxx Sxxxxxx earns in connection with its role as an underwriter to a dealer for the Fund in the Offering, which services are distinct from and in addition to the marketing and structuring services described above.

Fee. (a) In consideration of advice to the Company relating to, but not limited to, the design and structuring of, and marketing assistance with respect to, the Fund and the distribution of its the Fund’s common shares of common stock beneficial interest, par value $0.01 per share (the “Shares”), and syndication assistance with respect to the Fund and the distribution of the Shares, including without limitation, views from an investor market, distribution and syndication perspective on (i) marketing issues with respect to the Fund’s investment policies and proposed investments, (ii) the overall marketing and positioning thesis for the Fund’s initial public offering of its Shares (the “Offering”), (iii) securing syndicate participants for the Offering, (iv) preparation of marketing and diligence materials for underwriters, (v) conveying information and market updates to syndicate members and (vi) coordinating syndicate orders during the Offering, the Company shall pay a fee to Xxxxxx Xxxxxxx calculated at 0.50% of the aggregate price to the public of all Shares sold in the aggregate amount Offering (whether sold by Xxxxxx Xxxxxxx or any other broker or dealer participating in the Offering (each, an “Other Broker”) and including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised), equal to $[—] 1,378,439.10 (the “Fee”). . (b) Subject to paragraph (bc), the Fee paid to Xxxxxx Xxxxxxx shall not exceed [—]0.50% of the total price to the public of the Shares sold by the Fund in its initial public offering the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised). In the event the Offering does not proceed, Xxxxxx Xxxxxxx will not receive any fees under this Agreement; however, for the avoidance of doubt, accountable expenses actually incurred may be payable to Xxxxxx Xxxxxxx pursuant to the terms of the principal underwriting agreement relating to the Offering (the “OfferingUnderwriting Agreement”). (bc) Notwithstanding paragraph (a), in the event that the Company (or the Fund or any person or entity affiliated with the Company, the Fund or any subadviser sub-adviser to the Fund or acting on behalf of or at the direction of any of the foregoing) compensates or agrees to compensate any other broker or dealer participating in the Offering (each, an “Other Broker”) Broker for any services or otherwise in connection with the Offering or with respect to the Fund or its Shares (excluding for this purpose any compensation paid directly to the entire underwriting syndicate, as a group, pursuant to the principal underwriting agreement (the “Underwriting Agreement”) relating to the Offering), whether such compensation be denominated as a fee, an expense reimbursement, a set-off, a credit or otherwise (such compensation with respect to any Other Broker, such Other Broker’s “Other Compensation”), then the amount of the Fee shall be increased as and to the extent necessary so that the Fee payable to Xxxxxx Xxxxxxx hereunder, expressed as (i) a dollar amount, (ii) a percentage of the aggregate price to the public of the Shares sold by Xxxxxx Xxxxxxx in the Offering (including any Shares over-allotted by Xxxxxx Xxxxxxx in the Offering regardless of whether the over-allotment option in the Offering is exercised) or (iii) a percentage of the aggregate price to the public of all Shares sold in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised), is no less than the Other Compensation, expressed as (i) a dollar amount, (ii) a percentage of the aggregate price to the public of the Shares sold by such Other Broker in the Offering. For purposes Offering (including any Shares over-allotted by such Other Broker in the Offering regardless of this paragraph whether the over-allotment option in the Offering is exercised) or (biii) a percentage of the aggregate price to the public of all Shares sold in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised), the number of Shares sold by Xxxxxx Xxxxxxx shall be deemed to include one half of the number of Shares sold by Xxxxxx Xxxxxxx Xxxxx Xxxxxx LLC, and Citigroup Global Markets Inc. shall be deemed to have sold the other halfrespectively. (cd) The Company shall pay the Fee to Xxxxxx Xxxxxxx before on the closing of the purchase and sale of the Shares pursuant to the Underwriting Agreement on the first closing date by wire transfer to the order of Xxxxxx Xxxxxxx. Xxxxxxx using the following wire instructions: Citibank, N.A. Account: Xxxxxx Xxxxxxx & Co. Account #: 000-00-000 ABA #: 000-000-000 Attention: Xxxxx Xxxxx Ref: Nuveen High Income December 2019 Target Term Fund Please notify “xxxxxxxxxxxxxx@xxxxxxxxxxxxx.xxx” when the wire is sent. (e) The Company acknowledges that the Fee is in addition to any compensation Xxxxxx Xxxxxxx earns in connection with its role as an underwriter to the Fund in the Offering, which services are distinct from and in addition to the marketing and structuring services described above.

Fee. (a) In consideration of advice your services as a co-manager assisting the Adviser with respect to the Company relating to, but not limited to, the structure and design and structuring of, and marketing assistance with respect to, of the Fund and the organization of the Fund as well as services related to the sale and distribution of its shares of common stock (the “Fund’s Common Shares”), the Company Adviser shall pay a fee to Xxxxxx Xxxxxxx you in the aggregate amount of $[—•] (the “Fee”). Subject to paragraph (b)The sum total of this Fee, plus the Fee structuring fees and sales incentive fee paid to Xxxxxx Xxxxxxx certain other underwriters in connection with this offering, plus the underwriters’ counsel fees paid by the Fund and commissions paid to certain registered personnel of its broker-dealer affiliates shall not exceed [—]9.0% of the total price to the public of the Shares Fund’s Common Stock sold by the Fund in its initial public offering (pursuant to the “Offering”). (b) Notwithstanding paragraph (a)Prospectus. The Fee shall be paid within 30 days of the [Closing Date], in 2010. The Fee shall be paid by wire transfer to the order of Ameriprise Financial Services, Inc. In the event that the Company Adviser (or the Fund or any person or entity affiliated with the Company, the Fund Adviser or any subadviser to the Fund or acting on behalf of or at the direction of any of the foregoing) compensates or agrees to compensate any other broker or dealer participating in the Offering (each, an “Other Broker”) for any services or otherwise in connection with the Offering or with respect to the Fund or its Common Shares (excluding for this purpose any compensation paid directly to the entire underwriting syndicate, as a group, pursuant to the principal underwriting agreement (the “Underwriting Agreement”) relating to the Offering), and whether such compensation be denominated as a fee, an expense reimbursement, a set-off, a credit or otherwise (such compensation with respect to any Other Broker, such Other Broker’s “Other Compensation”), then the amount of the Fee shall be increased as and to the extent necessary so that the Fee payable to Xxxxxx Xxxxxxx you hereunder, expressed as a percentage of the aggregate price to the public of the Common Shares sold by Xxxxxx Xxxxxxx you in the Offering (including any Common Shares over-allotted by Xxxxxx Xxxxxxx you in the Offering regardless of whether the over-allotment option in the Offering is exercised), is no less than the Other Compensation, expressed as a percentage of the aggregate price to the public of the Common Shares sold by such Other Broker in the Offering. For purposes of this paragraph (b), the number of Shares sold by Xxxxxx Xxxxxxx shall be deemed to include one half of the number of Shares sold by Xxxxxx Xxxxxxx Xxxxx Xxxxxx LLC, and Citigroup Global Markets Inc. shall be deemed to have sold the other half. (c) The Company shall pay the Fee to Xxxxxx Xxxxxxx before the closing of the purchase and sale of the Shares pursuant to the Underwriting Agreement on the first closing date by wire transfer to the order of Xxxxxx Xxxxxxx. The Company acknowledges that the Fee is in addition to any compensation Xxxxxx Xxxxxxx earns in connection with its role as an underwriter to the Fund in the Offering, which services are distinct from and in addition to the marketing and structuring services described above.

Fee. (a) In consideration of advice to the Company relating to, but not limited to, the design and structuring ofdesign, structure, corporate finance and marketing assistance with respect to, of the Fund and for assistance in connection with the sale and distribution of its the Fund’s shares of common stock (the “Shares”)stock, the Company shall pay a fee to Xxxxxx Xxxxxxx in the aggregate amount of $[—] you equal to $ (the “Fee”). Subject to paragraph (b), ) in connection with the Fee paid to Xxxxxx Xxxxxxx shall not exceed [—]% of the total price to the public of the Shares sold by the Fund in its Fund’s initial public offering (the “Offering”). (b) Notwithstanding paragraph (aSection 1(a), in the event that the Company (or the Fund or any person or entity affiliated with the Company, the Fund Company or any subadviser to the Fund or acting on behalf of or at the direction of the Company or the Fund, including Dreman Value Management, LLC or any of the foregoingits affiliates) compensates or agrees to compensate any other broker or dealer participating in the Offering (each, an “Other Broker”) for any services or otherwise in connection with the Offering or with respect to the Fund or its Shares (excluding for this purpose any compensation paid directly to the entire underwriting syndicate, as a group, pursuant to the principal underwriting agreement (the “Underwriting Agreement”) relating to the Offering), whether such compensation be denominated as a fee, an expense reimbursement, a set-off, a credit or otherwise (such compensation with respect to any Other Broker, such Other Broker’s “Other Compensation”), then the amount of the Fee shall be increased as and to the extent necessary so that the Fee payable to Xxxxxx Xxxxxxx Mxxxxx Sxxxxxx hereunder, expressed as a percentage of the aggregate price to the public of the Shares shares of common stock of the Fund sold by Xxxxxx Xxxxxxx Mxxxxx Sxxxxxx in the Offering (including any Shares over-allotted by Xxxxxx Xxxxxxx in the Offering regardless of whether the over-allotment option in the Offering is exercised)Offering, is no less than the Other Compensation, expressed as a percentage of the aggregate price to the public of the Shares shares of common stock of the Fund sold by such Other Broker in the Offering. For purposes of this paragraph (b), the number of Shares sold by Xxxxxx Xxxxxxx shall be deemed to include one half of the number of Shares sold by Xxxxxx Xxxxxxx Xxxxx Xxxxxx LLC, and Citigroup Global Markets Inc. shall be deemed to have sold the other half. (c) The Company shall pay Without prejudice to Mxxxxx Xxxxxxx’x right under Section 1(b) to compensation at a rate commensurate with any Other Broker’s Other Compensation, Mxxxxx Sxxxxxx acknowledges that, as described in the prospectus relating to the Offering, the sum total of all compensation to the underwriters in connection with the Offering, including sales load, the Fee payable to Xxxxxx Xxxxxxx before Mxxxxx Sxxxxxx, all Other Compensation paid to any Other Broker and the closing fees and disbursements of counsel in connection with the review of the purchase and sale Offering by the National Association of Securities Dealers, Inc. (to the extent reimbursed to the underwriters by the Company or the Fund), may not exceed 9% of the total price to the public of the Common Shares sold in the Offering. (d) Subject to Section 1(b), the Fee paid to Mxxxxx Sxxxxxx shall not exceed % of the total price to the public of the common shares sold in the Offering (excluding any shares of common stock that may be purchased by the underwriting syndicate pursuant to the Underwriting Agreement exercise of the over-allotment option in the Offering). The Fee shall be paid on the first closing date or before , 2006 and shall be made by wire transfer to the order of Xxxxxx XxxxxxxMxxxxx Sxxxxxx. The Company acknowledges that the Fee is in addition to any compensation Xxxxxx Xxxxxxx earns you earn in connection with its your role as an underwriter to the Fund in the Offeringits initial public offering, which services are distinct from and in addition to the marketing market and structuring services described above.

Fee. (a) In consideration of advice to for assisting the Company Fund relating to, but not limited to, the design and structuring of, and marketing assistance with respect to, the Fund and the distribution Fund’s Term Preferred Shares, Series 2023, with a liquidation preference of its shares of common stock $1,000 per share (the “Term Preferred Shares”), and assistance with respect to the Company offering (the “Offering”) of the Term Preferred Shares, including without limitation, views from an investor market perspective on the proposed terms of the Term Preferred Shares, the Fund shall pay a fee to Xxxxxx Xxxxxxx calculated at [ ]% of the aggregate price to the public of all Term Preferred Shares sold by the Fund in the aggregate amount of Offering equal to $[—[ ] (the “Fee”). . (b) Subject to paragraph (bc), the Fee paid to Xxxxxx Xxxxxxx shall not exceed [—[ ]% of the total aggregate price to the public of the all Term Preferred Shares sold by the Fund in its initial public offering the Offering. In the event the Offering does not proceed, Xxxxxx Xxxxxxx will not receive any fees under this Agreement; however, for the avoidance of doubt, accountable expenses actually incurred may be payable by the Fund to Xxxxxx Xxxxxxx pursuant to the terms of the principal underwriting agreement relating to the Offering (the “OfferingUnderwriting Agreement”). (bc) Notwithstanding paragraph (a), in the event that the Company Fund (or the Fund or any person or entity affiliated with the Company, the Fund or any subadviser sub-adviser to the Fund or acting on behalf of or at the direction of any of the foregoing) compensates or agrees to compensate any other broker or dealer participating in the Offering (each, an “Other Broker”) for any services or otherwise in connection with the Offering or with respect to the Fund or its Shares (excluding for this purpose any compensation paid directly to the entire underwriting syndicate, as a group, pursuant to the principal underwriting agreement (the “Underwriting Agreement”) relating to the Offering)Term Preferred Shares, whether such compensation be denominated as a fee, an expense reimbursement, a set-off, a credit or otherwise (such compensation with respect to any Other Broker, such Other Broker’s “Other Compensation”), then the amount of the Fee shall be increased as and to the extent necessary so that the Fee payable to Xxxxxx Xxxxxxx hereunder, expressed as (i) a dollar amount or (ii) a percentage of the aggregate price to the public of the all Term Preferred Shares sold by Xxxxxx Xxxxxxx the Fund in the Offering (including any Shares over-allotted by Xxxxxx Xxxxxxx in the Offering regardless of whether the over-allotment option in the Offering is exercised)Offering, is no less than the Other Compensation, expressed as (i) a dollar amount or (ii) a percentage of the aggregate price to the public of the all Term Preferred Shares sold by such Other Broker the Fund in the Offering. For purposes of this paragraph (b), the number of Shares sold by Xxxxxx Xxxxxxx shall be deemed to include one half of the number of Shares sold by Xxxxxx Xxxxxxx Xxxxx Xxxxxx LLC, and Citigroup Global Markets Inc. shall be deemed to have sold the other halfrespectively. (cd) The Company Fund shall pay the Fee to Xxxxxx Xxxxxxx before on the closing of the purchase and sale of the Term Preferred Shares pursuant to the Underwriting Agreement on the first closing date [ ], 2016, by wire transfer to the order of Xxxxxx Xxxxxxx. Xxxxxxx using the following wire instructions: Account Name: Xxxxxx Xxxxxxx and Company Accounts Receivable Incoming Wires Bank Account: 00000000 ABA: 000000000 Swift Code: XXXXXX00 Citibank New York 000 Xxxx Xxxxxx Xxx Xxxx, XX 00000 Please notify “xxxxxxxxxx@xxxxxxxxxxxxx.xxx” when the wire is sent. (e) The Company Fund acknowledges that the Fee is in addition to any compensation Xxxxxx Xxxxxxx earns in connection with its role as an underwriter to the Fund in the Offering, which services are distinct from and in addition to the marketing and structuring services described above.

Fee. (a) In consideration of advice your services as a co-manager assisting the Adviser with respect to the Company relating to, but not limited to, the structure and design and structuring of, and marketing assistance with respect to, of the Fund and the organization of the Fund as well as services related to the sale and distribution of its shares of common stock (the “Shares”)Fund’s Common Stock, the Company Adviser shall pay a fee to Xxxxxx Xxxxxxx you in the aggregate amount of $[—[ ] (the “Fee”). Subject to paragraph (b)The sum total of this Fee, plus the Fee structuring fees and sales incentive fee paid to Xxxxxx Xxxxxxx certain other underwriters in connection with this offering, plus the sales load and the underwriters’ counsel fees paid by the Fund and any commissions paid to certain registered personnel of its broker-dealer affiliates shall not exceed [—]9.0% of the total price to the public of the Shares Fund’s Common Stock sold by the Fund pursuant to the Prospectus. The Fee shall be paid within 30 days of the Closing Date (as defined in its initial public offering (the “Offering”Underwriting Agreement). (b) Notwithstanding paragraph (a). The Fee shall be paid by wire transfer to the order of Ameriprise Financial Services, in Inc. In the event that the Company Adviser (or the Fund or any person or entity affiliated with the Company, the Fund Adviser or any subadviser to the Fund or acting on behalf of or at the direction of any of the foregoing) compensates or agrees to compensate any other broker or dealer participating in the Offering (each, an “Other Broker”) for any services or otherwise in connection with the Offering or with respect to the Fund or its Shares Common Stock (excluding for this purpose any compensation paid directly to the entire underwriting syndicate, as a group, pursuant to the principal underwriting agreement (the “Underwriting Agreement”) relating to the Offering), and whether such compensation be denominated as a fee, an expense reimbursement, a set-off, a credit or otherwise (such compensation with respect to any Other Broker, such Other Broker’s “Other Compensation”), then the amount of the Fee shall be increased as and to the extent necessary so that the Fee payable to Xxxxxx Xxxxxxx you hereunder, expressed as a percentage of the aggregate price to the public of the Shares Common Stock sold by Xxxxxx Xxxxxxx you in the Offering (including any Shares Common Stock over-allotted by Xxxxxx Xxxxxxx you in the Offering regardless of whether the over-allotment option in the Offering is exercised), is no less than the Other Compensation, expressed as a percentage of the aggregate price to the public of the Shares Common Stock sold by such Other Broker in the Offering. For purposes of this paragraph (b), the number of Shares sold by Xxxxxx Xxxxxxx shall be deemed to include one half of the number of Shares sold by Xxxxxx Xxxxxxx Xxxxx Xxxxxx LLC, and Citigroup Global Markets Inc. shall be deemed to have sold the other half. (c) The Company shall pay the Fee to Xxxxxx Xxxxxxx before the closing of the purchase and sale of the Shares pursuant to the Underwriting Agreement on the first closing date by wire transfer to the order of Xxxxxx Xxxxxxx. The Company acknowledges that the Fee is in addition to any compensation Xxxxxx Xxxxxxx earns in connection with its role as an underwriter to the Fund in the Offering, which services are distinct from and in addition to the marketing and structuring services described above.

Fee. (a) In consideration of advice to the Company relating to, but not limited to, the design and structuring of, and marketing assistance with respect to, the Fund and the distribution of its the Fund’s shares of common stock stock, par value $0.001 per share (the “Shares”), including without limitation, views from an investor market and distribution perspective on (i) diversification, proportion and concentration approaches for the Fund’s investments in light of current market conditions, (ii) marketing issues with respect to the Fund’s investment policies and proposed investments, (iii) the target allocation of the Fund’s assets among its various investment strategies and (iv) the overall marketing and positioning thesis for the Fund’s initial public offering of its Shares (the “Offering”), the Company shall pay a fee to Xxxxxx Xxxxxxx calculated at __% of the aggregate price to the public of the Shares sold by Xxxxxx Xxxxxxx in the aggregate amount Offering (including any Shares over-allotted by Xxxxxx Xxxxxxx in the Offering regardless of whether the over-allotment option in the Offering is exercised) equal to $[—] __ (the “Fee”). Subject to paragraph (b), the Fee paid to Xxxxxx Xxxxxxx shall not exceed [—]__% of the total price to the public of the Shares sold by the Fund in its initial public offering the Offering. In the event the Offering does not proceed, Xxxxxx Xxxxxxx will not receive any fees under this Agreement; however, for the avoidance of doubt, accountable expenses actually incurred may be payable to Xxxxxx Xxxxxxx pursuant to the terms of the principal underwriting agreement relating to the Offering (the “OfferingUnderwriting Agreement”). (b) Notwithstanding paragraph (a), in the event that the Company (or the Fund or any person or entity affiliated with the Company, the Fund or any subadviser sub-adviser to the Fund or acting on behalf of or at the direction of any of the foregoing) compensates or agrees to compensate any other broker or dealer participating in the Offering (each, an “Other Broker”) listed on Exhibit A of the Underwriting Agreement for any services or otherwise in connection with the Offering or with respect to the Fund or its Shares (excluding for this purpose any compensation paid directly to the entire underwriting syndicate, as a group, pursuant to the principal underwriting agreement (the “Underwriting Agreement”) relating to the Offering), whether such compensation be denominated as a fee, an expense reimbursement, a set-off, a credit or otherwise (such compensation with respect to any Other Broker, such Other Broker’s “Other Compensation”), then the amount of the Fee shall be increased as and to the extent necessary so that the Fee payable to Xxxxxx Xxxxxxx hereunder, expressed as a percentage of the aggregate price to the public of the Shares sold by Xxxxxx Xxxxxxx in the Offering (including any Shares over-allotted by Xxxxxx Xxxxxxx in the Offering regardless of whether the over-allotment option in the Offering is exercised), is no less than the Other Compensation, expressed as a percentage of the aggregate price to the public of the Shares sold by such Other Broker in the OfferingOffering (including any Shares over-allotted by such Other Broker in the Offering regardless of whether the over-allotment option in the Offering is exercised). For purposes of this This paragraph (b)1(b) shall not apply to any Other Compensation paid to Xxxxx Fargo Securities, the number of Shares sold by Xxxxxx Xxxxxxx shall be deemed to include one half of the number of Shares sold by Xxxxxx Xxxxxxx Xxxxx Xxxxxx LLC, and Citigroup Global Markets Inc. shall be deemed to have sold the other half. (c) The Company shall pay the Fee to Xxxxxx Xxxxxxx before on the closing of the purchase and sale of the Shares pursuant to the Underwriting Agreement on the first closing date __________, 2017, by wire transfer to the order of Xxxxxx Xxxxxxx. Xxxxxxx using the following wire instructions: [Citibank, N.A. Account: Xxxxxx Xxxxxxx & Co. Account Number: 000-00-000 ABA Number (Citibank): 000-000-000 Attn: Xxxxx Xxxxx Reference – Dreyfus Alcentra Global Credit Income 2024 Target Term Fund, Inc. Please notify “xxxxxxxxxxxxxx@xxxxxxxxxxxxx.xxx” when the wire is sent.] (d) The Company acknowledges that the Fee is in addition to any compensation Xxxxxx Xxxxxxx earns in connection with its role as an underwriter to a dealer for the Fund in the Offering, which services are distinct from and in addition to the marketing and structuring services described above.

Fee. (a) In consideration of advice to the Company relating to, but not limited to, advice relating to the structure, design and structuring of, and marketing assistance with respect to, organization of the Fund as well as services related to the sale and the distribution of its the Fund’s common shares of common stock beneficial interest, par value $0.00001 per share (the “Shares”), the Company shall pay a fee to Xxxxxx Xxxxxxx calculated at [—]% of the aggregate price to the public of the Shares sold by Xxxxxx Xxxxxxx in the aggregate amount Fund’s initial public offering (the “Offering”) (including any Shares over-allotted by Xxxxxx Xxxxxxx in the Offering regardless of $[—] whether the over-allotment option in the Offering is exercised), equal to $ (the “Fee”). Subject to paragraph (b), the The Fee paid to Xxxxxx Xxxxxxx shall not exceed [—]% of the total price to the public of the Shares sold by the Fund in its initial public offering (the “Offering”). (b) Notwithstanding paragraph (a), in the event that the Company (or the Fund or any person or entity affiliated with the Company, the Fund or any subadviser to the Fund or acting on behalf of or at the direction of any of the foregoing) compensates or agrees to compensate any other broker or dealer participating in the Offering (each, an “Other Broker”) for any services or otherwise in connection with the Offering or with respect to the Fund or its Shares (excluding for this purpose any compensation paid directly to the entire underwriting syndicate, as a group, pursuant to the principal underwriting agreement (the “Underwriting Agreement”) relating to the Offering), whether such compensation be denominated as a fee, an expense reimbursement, a set-off, a credit or otherwise (such compensation with respect to any Other Broker, such Other Broker’s “Other Compensation”), then the amount of the Fee shall be increased as and to the extent necessary so that the Fee payable to Xxxxxx Xxxxxxx hereunder, expressed as a percentage of the aggregate price to the public of the Shares sold by Xxxxxx Xxxxxxx in the Offering (including any Shares over-allotted by Xxxxxx Xxxxxxx in the Offering regardless of whether the over-allotment option in the Offering is exercised), is no less than the Other Compensation, expressed as a percentage of the aggregate price to the public of the Shares sold by such Other Broker in the Offering. For purposes of this paragraph (b), the number of Shares sold by Xxxxxx Xxxxxxx shall be deemed to include one half of the number of Shares sold by Xxxxxx Xxxxxxx Xxxxx Xxxxxx LLC, and Citigroup Global Markets Inc. shall be deemed to have sold the other half. (c) The Company shall pay the Fee to Xxxxxx Xxxxxxx before the closing of the purchase and sale of the Shares pursuant to the Underwriting Agreement on the first closing date [—], 2010 by wire transfer to the order of Xxxxxx Xxxxxxx. The Company acknowledges that the Fee is in addition to any compensation Xxxxxx Xxxxxxx earns in connection with its role as an underwriter to the Fund in the Offeringits initial public offering, which services are distinct from and in addition to the marketing and structuring services described above.

Fee. (a) In consideration of advice to the Company relating to, but not limited to, the structure, design and structuring organization of, and marketing assistance with respect to, the Fund and the distribution of its common shares of common stock beneficial interest, par value $0.01 per share (the “Shares”), which may but need not necessarily include views from an investor market and distribution perspective on (i) diversification, proportion and concentration approaches for the Fund’s investments in light of current market conditions, (ii) marketing issues with respect to the Fund’s investment policies and proposed investments, (iii) the proportion of the Fund’s assets to invest in the Fund’s strategies, (iv) the overall marketing and positioning thesis for the Fund’s initial public offering, the Company shall pay a fee to Xxxxxx Xxxxxxx in the aggregate amount of $[—[ ] (the “Fee”). Subject to paragraph (b), the Fee paid to Xxxxxx Xxxxxxx shall not exceed [—[ ]% of the total price to the public of the Shares sold by the Fund in its initial public offering (the “Offering”). In the event the offering does not proceed, Xxxxxx Xxxxxxx will not receive any fees under this Agreement. (b) Notwithstanding paragraph (a), in the event that the Company (or the Fund or any person or entity affiliated with the Company, the Fund or any subadviser to the Fund (including Parametric Risk Advisors LLC) or acting on behalf of or at the direction of any of the foregoing) compensates or agrees to compensate any other broker or dealer participating in the Offering (each, an “Other Broker”) for any services or otherwise in connection with the Offering or with respect to the Fund or its Shares (excluding for this purpose any compensation paid directly to the entire underwriting syndicate, as a group, pursuant to the principal underwriting agreement (the “Underwriting Agreement”) relating to the Offering), whether such compensation be denominated as a fee, an expense reimbursement, a set-off, a credit or otherwise (such compensation with respect to any Other Broker, such Other Broker’s “Other Compensation”), then the amount of the Fee shall be increased as and to the extent necessary so that the Fee payable to Xxxxxx Xxxxxxx hereunder, expressed as a percentage of the aggregate price to the public of the Shares sold by Xxxxxx Xxxxxxx in the Offering (including any Shares over-allotted by Xxxxxx Xxxxxxx in the Offering regardless of whether the over-allotment option in the Offering is exercised), is no less than the Other Compensation, expressed as a percentage of the aggregate price to the public of the Shares sold by such Other Broker in the Offering. For purposes of this paragraph (b), the number of Shares sold by Xxxxxx Xxxxxxx shall be deemed to include one half of the number of Shares sold by Xxxxxx Xxxxxxx Xxxxx Xxxxxx LLC, and Citigroup Global Markets Inc. shall be deemed to have sold the other half. (c) The Company shall pay the Fee to Xxxxxx Xxxxxxx before the closing of the purchase and sale of the Shares pursuant to the Underwriting Agreement on the first closing date [ ], 2010 by wire transfer to the order of Xxxxxx Xxxxxxx. The Company acknowledges that the Fee is in addition to any compensation Xxxxxx Xxxxxxx earns in connection with its role as an underwriter to the Fund in the Offering, which services are distinct from and in addition to the marketing and structuring services described above.

Fee. (a) In consideration of advice to the Company relating to, but not limited to, the design and structuring of, and marketing assistance with respect to, the Fund and the distribution of its the Fund’s common shares of common stock beneficial interest, par value $0.01 per share (the “Shares”), including, without limitation, views from an investor market and distribution perspective on (i) marketing issues with respect to the Fund’s investment policies and proposed investments and (ii) the overall marketing and positioning thesis for the Fund’s initial public offering of its Shares (the “Offering”), the Company shall pay a fee to Xxxxxx Xxxxxxx calculated at (A) [1.0]% of the aggregate price to the public of all Shares sold by Xxxxxx Xxxxxxx in the aggregate amount Offering (including any Shares over-allotted by Xxxxxx Xxxxxxx in the Offering regardless of whether the over-allotment option in the Offering is exercised) equal to $[—[ ] (the “Fee”). Subject to paragraph . (b)) In the event the Offering does not proceed, Xxxxxx Xxxxxxx will not receive any fees under this Agreement; however, for the Fee paid avoidance of doubt, accountable expenses actually incurred may be payable to Xxxxxx Xxxxxxx shall not exceed [—]% pursuant to the terms of the total price principal underwriting agreement relating to the public of the Shares sold by the Fund in its initial public offering Offering (the “OfferingUnderwriting Agreement”). (bc) Notwithstanding paragraph (a), in the event that the Company (or the Fund or any person or entity affiliated with the Company, the Fund or any subadviser sub-adviser to the Fund or acting on behalf of or at the direction of any of the foregoing) compensates or agrees to compensate any other broker or dealer participating in the Offering (each, an “Other Broker”) for any services or otherwise in connection with the Offering or with respect to the Fund or its Shares (excluding for this purpose any compensation paid directly to the entire underwriting syndicate, as a group, pursuant to the principal underwriting agreement (the “Underwriting Agreement”) relating to the Offering), whether such compensation be denominated as a fee, an expense reimbursement, a set-off, a credit or otherwise (such compensation with respect to any Other Broker, such Other Broker’s “Other Compensation”), then the amount of the Fee shall be increased as and to the extent necessary so that the Fee payable to Xxxxxx Xxxxxxx hereunder, expressed as (i) a dollar amount, (ii) a percentage of the aggregate price to the public of the Shares sold by Xxxxxx Xxxxxxx in the Offering (including any Shares over-allotted by Xxxxxx Xxxxxxx in the Offering regardless of whether the over-allotment option in the Offering is exercised) or (iii) a percentage of the aggregate price to the public of all Shares sold in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised), is no less than the Other Compensation, expressed as (i) a dollar amount, (ii) a percentage of the aggregate price to the public of the Shares sold by such Other Broker in the Offering. For purposes Offering (including any Shares over-allotted by such Other Broker in the Offering regardless of this paragraph whether the over-allotment option in the Offering is exercised) or (biii) a percentage of the aggregate price to the public of all Shares sold in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised), the number of Shares sold by Xxxxxx Xxxxxxx shall be deemed to include one half of the number of Shares sold by Xxxxxx Xxxxxxx Xxxxx Xxxxxx LLC, and Citigroup Global Markets Inc. shall be deemed to have sold the other halfrespectively. (cd) The Company shall pay the Fee to Xxxxxx Xxxxxxx before on the closing of the purchase and sale of the Shares pursuant to the Underwriting Agreement on the first closing date by wire transfer to the order of Xxxxxx Xxxxxxx. Xxxxxxx using the following wire instructions: [Citibank, N.A. Account: Xxxxxx Xxxxxxx & Co. Account #: 000-00-000 ABA #: 000-000-000 Attention: Xxxxx Xxxxx Ref: Nuveen Municipal Credit Opportunities Fund] Please notify “xxxxxxxxxxxxxx@xxxxxxxxxxxxx.xxx” when the wire is sent.]1 (e) The Company acknowledges that the Fee is in addition to any compensation Xxxxxx Xxxxxxx earns in connection with its role as an underwriter to the Fund in the Offering, which services are distinct from and in addition to the marketing and structuring services described above.