Nuveen Energy MLP Total Return Fund Sample Contracts

WELLS FARGO SECURITIES, LLC MASTER AGREEMENT AMONG UNDERWRITERS REGISTERED SEC OFFERINGS (INCLUDING MULTIPLE SYNDICATE OFFERINGS) AND EXEMPT OFFERINGS (OTHER THAN OFFERINGS OF MUNICIPAL SECURITIES)
Master Agreement • February 23rd, 2011 • Nuveen Energy MLP Total Return Fund • New York

This Master Agreement Among Underwriters (this “Master AAU”), dated as of July 6, 2009, is by and between Wells Fargo Securities, LLC (“Wells Fargo Securities,” “we” or “us”) and the party named on the signature page hereof (an “Underwriter,” as defined in Section 1.1 hereof, or “you”). From time to time we or one or more of our affiliates may invite you (and others) to participate on the terms set forth herein as an underwriter or an initial purchaser, or in a similar capacity, in connection with certain offerings of securities that are managed solely by us or with one or more other co-managers. If we invite you to participate in a specific offering and sale of securities (an “Offering”) to which this Master AAU will apply, we will send the information set forth in Section 1.1 hereof to you by one or more wires, telexes, telecopy or electronic data transmissions, or other written communications (each, a “Wire,” and collectively, an “AAU”), unless you are otherwise deemed to have accep

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DEALER AGREEMENT Nuveen Securities, LLC
Dealer Agreement • March 27th, 2014 • Nuveen Energy MLP Total Return Fund • New York

From time to time Nuveen Securities, LLC (the “Manager”, “we” or “us”) will act as manager of registered at-the-market offerings by Nuveen Energy MLP Total Return Fund, a Massachusetts business trust (the “Fund”), of the Fund’s common stock, par value $0.01 per share (the “Common Stock”). In the case of such offerings, the Fund has agreed with the Manager to issue and sell through or to the Manager, as sales agent and/or principal, a certain number of shares of the Fund’s Common Stock.

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NUVEEN ENERGY MLP TOTAL RETURN FUND Chicago, Illinois 60606
Nuveen Energy MLP Total Return Fund • March 27th, 2014

Nuveen Energy MLP Total Return Fund is a Massachusetts business trust operating as a closed-end management investment company (hereinafter referred to as the “Fund”). The Fund has filed a registration statement on Form N-2 (File Nos. 333-190922 and 811-22482) (the “Registration Statement”) pursuant to the Investment Company Act of 1940, as amended, and the Securities Act of 1933, as amended, to register additional common shares of the Fund, which may be issued and sold from time to time through various specified transactions, including at-the-market (“ATM”) offerings.

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NUVEEN OPEN-END AND CLOSED-END FUNDS DEFERRED COMPENSATION PLAN FOR INDEPENDENT DIRECTORS AND TRUSTEES (As Amended and Restated Effective January 1, 2009)
Nuveen Energy MLP Total Return Fund • January 26th, 2011 • Illinois
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STRUCTURING FEE AGREEMENT
Structuring Fee Agreement • February 23rd, 2011 • Nuveen Energy MLP Total Return Fund • New York

Reference is made to the Underwriting Agreement dated February [ ], 2011 (the “Underwriting Agreement”), by and among Nuveen Energy MLP Total Return Fund (the “Fund”), Nuveen Fund Advisors, Inc. (the “Investment Manager”), Fiduciary Asset Management, Inc. and each of the Underwriters named therein, severally, with respect to the issue and sale of the Fund’s common shares of beneficial interest, par value $0.01 (the “Common Shares”), as described therein (the “Offering”). Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Underwriting Agreement.

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NUVEEN ENERGY MLP TOTAL RETURN FUND [ ] Common Shares of Beneficial Interest $20.00 per Share UNDERWRITING AGREEMENT
Underwriting Agreement • February 23rd, 2011 • Nuveen Energy MLP Total Return Fund • New York
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INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • February 23rd, 2011 • Nuveen Energy MLP Total Return Fund • Illinois

AGREEMENT made as of this 20th day of January, 2011, by and between Nuveen Energy MLP Total Return Fund, a Massachusetts business trust (the “Fund”), and Nuveen Fund Advisors, Inc., a Delaware corporation (the “Adviser”).

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WELLS FARGO SECURITIES, LLC MASTER SELECTED DEALERS AGREEMENT
Master Selected Dealers Agreement • February 23rd, 2011 • Nuveen Energy MLP Total Return Fund • New York
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Transfer Agency and Service Agreement Among Each of the Nuveen Closed End Investment Companies Listed on Exhibit A Hereto and State Street Bank and Trust Company
Agency and Service Agreement • January 26th, 2011 • Nuveen Energy MLP Total Return Fund • Massachusetts

AGREEMENT made as of the 7th day of October, 2002, by and among each of the Nuveen closed-end investment companies listed on Exhibit A hereto, which may be amended from time to time, each being either a Minnesota corporation or a Massachusetts business trust as indicated on Exhibit A (each a “Fund” or the “Fund”), and State Street Bank and Trust Company, a Massachusetts trust company, having a principal office and place of business at 225 Franklin Street, Boston, Massachusetts 02110 (the “Transfer Agent”).

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INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • February 11th, 2020 • Nuveen Energy MLP Total Return Fund • Missouri

AGREEMENT made as of this 13th day of December, 2019, by and between Nuveen Fund Advisors, LLC, a Delaware limited liability company (the “Adviser”), and Tortoise Capital Advisors, L.L.C., a Delaware limited liability company and a federally registered investment adviser (“Tortoise” or the “Sub-Adviser”).

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AMENDMENT To Transfer Agency and Service Agreement Between Each of the Nuveen Closed-End Investment Companies Listed on Exhibit A to the Agreement And State Street Bank and Trust Company
Agency and Service Agreement • October 17th, 2017 • Nuveen Energy MLP Total Return Fund

This Amendment is made as of this 15th day of July 2015 to the Transfer Agency and Service Agreement dated October 7, 2002, as amended (the “Agreement”) between each of the Nuveen Closed-End Investment Companies Listed on Exhibit A to the Agreement (collectively, the “Funds”) and State Street Bank and Trust Company (the “Transfer Agent”). In accordance with Section 16.1 (Amendment) of the Agreement, the parties desire to amend the Agreement as set forth herein.

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STRUCTURING FEE AGREEMENT
Structuring Fee Agreement • February 23rd, 2011 • Nuveen Energy MLP Total Return Fund • New York

Reference is made to the Underwriting Agreement dated February [ ], 2011 (the “Underwriting Agreement”), by and among Nuveen Energy MLP Total Return Fund (the “Fund”), Nuveen Fund Advisors, Inc. (the “Adviser”), Fiduciary Asset Management, Inc. and each of the Underwriters named therein, with respect to the issue and sale of the Fund’s Common Shares, as described therein. Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Underwriting Agreement.

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INTERIM INVESTMENT SUB-ADVISORY AGREEMENT
Interim Investment Sub-Advisory Agreement • February 11th, 2020 • Nuveen Energy MLP Total Return Fund • Missouri

AGREEMENT made as of this 20th day of September, 2019, by and between Nuveen Fund Advisors, LLC, a Delaware limited liability company (the “Adviser”), and Tortoise Capital Advisors, L.L.C., a Delaware limited liability company and a federally registered investment adviser (“Tortoise” or the “Sub-Adviser”).

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ADDITIONAL COMPENSATION AGREEMENT
Additional Compensation Agreement • February 23rd, 2011 • Nuveen Energy MLP Total Return Fund • New York

ADDITIONAL COMPENSATION AGREEMENT (the “Agreement”), dated as of February [—], 2011, between Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and Nuveen Fund Advisors, Inc. (“Nuveen”).

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MARKETING AND STRUCTURING FEE AGREEMENT
Marketing and Structuring • February 23rd, 2011 • Nuveen Energy MLP Total Return Fund • New York

This agreement is between Nuveen Fund Advisors, Inc. (the “Company”) and Morgan Stanley & Co. Incorporated (“Morgan Stanley”) with respect to the Nuveen Energy MLP Total Return Fund (the “Fund”).

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NUVEEN ENERGY MLP TOTAL RETURN FUND Subscription Agreement
Subscription Agreement • January 26th, 2011 • Nuveen Energy MLP Total Return Fund

This Agreement made this January 20, 2011 by and between Nuveen Energy MLP Total Return Fund, a Massachusetts business trust (the “Fund”), and Nuveen Fund Advisors, Inc (the “Subscriber”);

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APPENDIX A TO CUSTODIAN AGREEMENT Dated as of January 20, 2011 NUVEEN CLOSED- END MANAGEMENT INVESTMENT COMPANIES
Custodian Agreement • February 23rd, 2011 • Nuveen Energy MLP Total Return Fund
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