Nuveen High Income December 2018 Target Term Fund Sample Contracts

Morgan Stanley & Co. LLC MASTER AGREEMENT AMONG UNDERWRITERS REGISTERED SEC OFFERINGS (INCLUDING MULTIPLE SYNDICATE OFFERINGS) AND EXEMPT OFFERINGS (OTHER THAN OFFERINGS OF MUNICIPAL SECURITIES)
Master Agreement Among Underwriters • November 12th, 2015 • Nuveen High Income December 2018 Target Term Fund • New York

This Master Agreement Among Underwriters (this “Master AAU”), dated as of October 1, 2012, is by and between Morgan Stanley & Co. LLC (“Morgan Stanley,” or “we”) 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 accepted an AAU wi

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STRUCTURING FEE AGREEMENT
Structuring Fee Agreement • November 16th, 2015 • Nuveen High Income December 2018 Target Term Fund • New York

Reference is made to the Underwriting Agreement dated November 12, 2015 (the “Underwriting Agreement”), by and among Nuveen High Income December 2018 Target Term Fund (the “Fund”), Nuveen Fund Advisors, LLC (the “Company”), Nuveen Asset Management, LLC and each of the Underwriters named in Schedule I thereto, with respect to the issue and sale (the “Offering”) of the Fund’s common shares of beneficial interest, $0.01 par value per share (the “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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Morgan Stanley & Co. LLC MASTER SELECTED DEALERS AGREEMENT REGISTERED SEC OFFERINGS AND EXEMPT OFFERINGS (OTHER THAN OFFERINGS OF MUNICIPAL SECURITIES)
Master Selected Dealers Agreement • November 16th, 2015 • Nuveen High Income December 2018 Target Term Fund • New York

This Master Selected Dealers Agreement (this “Master SDA”), dated as of June 1, 2011, is by and between Morgan Stanley & Co. LLC (including its successors and assigns) (“we,” “our,” “us” or the “Manager”) and the party named on the signature page hereof (a “Dealer,” “you” or “your”). From time to time, in connection with an offering and sale (an “Offering”) of securities (the “Securities”), managed solely by us or with one or more other managers or co-managers, we or one or more of our affiliates may offer you (and others) the opportunity to purchase as principal a portion of such securities on the terms set forth herein as a Selected Dealer (as defined below).

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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
Transfer Agency and Service Agreement • October 5th, 2015 • Nuveen High Income December 2018 Target Term 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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STRUCTURING FEE AGREEMENT
Structuring Fee Agreement • November 16th, 2015 • Nuveen High Income December 2018 Target Term Fund • New York

Reference is made to the Underwriting Agreement dated November 12, 2015 (the “Underwriting Agreement”), by and among Nuveen High Income December 2018 Target Term Fund (the “Fund”), Nuveen Fund Advisors, LLC (the “Investment Manager”), Nuveen Asset Management, LLC and each of the Underwriters named therein (the “Underwriters”), 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 EXCHANGE-TRADED FUNDS MASTER SELECTED DEALER AGREEMENT [DATED]
Master Selected Dealer Agreement • November 10th, 2015 • Nuveen High Income December 2018 Target Term Fund • New York

In connection with public offerings of securities (“Securities”) of registered investment companies sponsored by Nuveen Investments (“Nuveen”) which are underwritten by a group of underwriters (“Underwriters”) which are represented by Nuveen alone or in conjunction with other firms (the “Representatives”), you (a “Dealer”) may be offered from time to time the opportunity to purchase a portion of such securities, as a principal, at a discount from the public offering price representing a selling concession or reallowance granted as consideration for services rendered in the distribution of such securities, subject to the terms and conditions of this Agreement.

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INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • October 26th, 2015 • Nuveen High Income December 2018 Target Term Fund • Illinois

AGREEMENT made this 23rd day of October, 2015, by and between NUVEEN HIGH INCOME DECEMBER 2018 TARGET TERM FUND, a Massachusetts business trust (the “Fund”), and NUVEEN FUND ADVISORS, LLC a Delaware limited liability company (the “Adviser”).

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STRUCTURING AND SYNDICATION FEE AGREEMENT
Structuring and Syndication Fee Agreement • November 16th, 2015 • Nuveen High Income December 2018 Target Term Fund • New York

This agreement is between Nuveen Fund Advisors, LLC (the “Company”) and Morgan Stanley & Co. LLC (“Morgan Stanley”) with respect to Nuveen High Income December 2018 Target Term Fund (the “Fund”).

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INVESTMENT SUB-ADVISORY AGREEMENT (Nuveen High Income December 2018 Target Term Fund (JHA))
Investment Sub-Advisory Agreement • October 26th, 2015 • Nuveen High Income December 2018 Target Term Fund • Illinois

THIS AGREEMENT is made as of the 23rd day of October 2015, between Nuveen Fund Advisors, LLC, a Delaware limited liability company (the “Adviser”), and Nuveen Asset Management, LLC, a Delaware limited liability company (the “Sub-Adviser”).

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] Shares NUVEEN HIGH INCOME DECEMBER 2018 TARGET TERM FUND COMMON SHARES OF BENEFICIAL INTEREST, PAR VALUE $0.01 PER SHARE UNDERWRITING AGREEMENT
Underwriting Agreement • November 10th, 2015 • Nuveen High Income December 2018 Target Term Fund • New York

Nuveen High Income December 2018 Target Term Fund (the “Fund”), a business trust organized under the laws of The Commonwealth of Massachusetts, is a newly organized, diversified, closed-end management investment company registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”). The Fund proposes to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”) [ ] shares of its common shares of beneficial interest, par value $0.01 per share (the “Firm Shares”). The Fund also proposes to issue and sell to the several Underwriters not more than an additional [ ] shares of its common shares of beneficial interest, par value $0.01 per share (the “Additional Shares”) if and to the extent that you, as managers of the offering (the “Representatives”), shall have determined to exercise, on behalf of the Underwriters, the right to purchase such Additional Shares granted to the Underwriters in Section 3 hereof. The Firm Shares and

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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, 2013)
Deferred Compensation Plan • October 5th, 2015 • Nuveen High Income December 2018 Target Term Fund • Illinois
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STRUCTURING FEE AGREEMENT
Structuring Fee Agreement • November 16th, 2015 • Nuveen High Income December 2018 Target Term Fund • New York

Reference is made to the Underwriting Agreement dated November 12, 2015 (the “Underwriting Agreement”), by and among Nuveen High Income December 2018 Target Term Fund (the “Trust”), Nuveen Fund Advisors, LLC (the “Adviser”), Nuveen Asset Management, LLC, Stifel, Nicolaus & Company, Incorporated (“Stifel”) and each of the other Underwriters named therein, severally, with respect to the issue and sale of the Trust’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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STRUCTURING FEE AGREEMENT
Structuring Fee Agreement • November 16th, 2015 • Nuveen High Income December 2018 Target Term Fund • New York

Reference is made to the Underwriting Agreement dated November 12, 2015 (the “Underwriting Agreement”), by and among Nuveen High Income December 2018 Target Term Fund (the “Fund”), Nuveen Fund Advisors, LLC (the “Company”), Nuveen Asset Management, LLC and each of the Underwriters named in Schedule I thereto, with respect to the issue and sale (the “Offering”) of the Fund’s common shares of beneficial interest, $0.01 par value per share (the “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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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
Transfer Agency and Service Agreement • October 5th, 2015 • Nuveen High Income December 2018 Target Term 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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APPENDIX A TO AMENDED AND RESTATED MASTER CUSTODIAN AGREEMENT July 15, 2015 (Updated as of September 28, 2015) NUVEEN CLOSED-END MANAGEMENT INVESTMENT COMPANIES
Master Custodian Agreement • October 26th, 2015 • Nuveen High Income December 2018 Target Term Fund
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NUVEEN HIGH INCOME DECEMBER 2018 TARGET TERM FUND Subscription Agreement
Subscription Agreement • October 23rd, 2015 • Nuveen High Income December 2018 Target Term Fund

This Agreement made this October 1, 2015 by and between Nuveen High Income December 2018 Target Term Fund, a Massachusetts business trust (the “Fund”), and Nuveen Fund Advisors, LLC (the “Subscriber”);

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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
Transfer Agency and Service Agreement • November 10th, 2015 • Nuveen High Income December 2018 Target Term Fund

This Amendment is made as of this day of November, 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 Schedule A to the Agreement (collectively, the “Funds”) and State Street Bank and Trust Company (the “Transfer Agent”). In accordance with Section 17.1 (Amendment) of the Agreement, the parties desire to amend the Agreement as set forth herein.

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AMENDMENT To Transfer Agency and Service Agreement Between Each of the Nuveen Closed-End Investment Companies Listed on Schedule A to the Agreement And State Street Bank and Trust Company
Transfer Agency and Service Agreement • November 16th, 2015 • Nuveen High Income December 2018 Target Term Fund

This Amendment is made as of this 12th day of November, 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 Schedule A to the Agreement (collectively, the “Funds”) and State Street Bank and Trust Company (the “Transfer Agent”). In accordance with Section 17.1 (Amendment) of the Agreement, the parties desire to amend the Agreement as set forth herein.

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