Nuveen Preferred & Income 2022 Term 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 Among Underwriters • January 25th, 2017 • Nuveen Preferred & Income 2022 Term Fund • New York

This Master Agreement Among Underwriters (this “Master AAU”), dated as of June 5, 2014, 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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WELLS FARGO SECURITIES, LLC MASTER SELECTED DEALERS AGREEMENT REGISTERED SEC OFFERINGS AND EXEMPT OFFERINGS (OTHER THAN OFFERINGS OF MUNICIPAL SECURITIES)
Master Selected Dealers Agreement • January 25th, 2017 • Nuveen Preferred & Income 2022 Term Fund • New York

This Master Selected Dealers Agreement (this “Master SDA”), dated as of , , is by and between Wells Fargo Securities, 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 • January 25th, 2017 • Nuveen Preferred & Income 2022 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 • January 27th, 2017 • Nuveen Preferred & Income 2022 Term Fund • New York

Reference is made to the Underwriting Agreement dated January [●], 2017 (the “Underwriting Agreement”), by and among Nuveen Preferred and Income 2022 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 PREFERRED AND INCOME 2022 TERM FUND [●] Common Shares of Beneficial Interest $25.00 per Share UNDERWRITING AGREEMENT
Underwriting Agreement • January 25th, 2017 • Nuveen Preferred & Income 2022 Term Fund • New York
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INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • December 9th, 2016 • Nuveen Preferred & Income 2022 Term Fund • Illinois

AGREEMENT effective as of this 16th day of November 2016 by and between Nuveen Fund Advisors, LLC, a Delaware limited liability company and a registered investment adviser (“Manager”), and Nuveen Asset Management, LLC, a Delaware limited liability company and a federally registered investment adviser (“Sub-Adviser”).

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NUVEEN EXCHANGE-TRADED FUNDS MASTER SELECTED DEALER AGREEMENT [DATED]
Master Selected Dealer Agreement • January 25th, 2017 • Nuveen Preferred & Income 2022 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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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 • January 25th, 2017 • Nuveen Preferred & Income 2022 Term Fund • Illinois
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FEE AGREEMENT
Fee Agreement • January 27th, 2017 • Nuveen Preferred & Income 2022 Term Fund • New York

Reference is made to the Underwriting Agreement dated January [ ● ], 2017 (the “Underwriting Agreement”), by and among Nuveen Preferred and Income 2022 Term Fund (the “Fund”), Nuveen Fund Advisors, LLC (the “Adviser”) 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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STRUCTURING FEE AGREEMENT January [●], 2017
Structuring Fee Agreement • January 25th, 2017 • Nuveen Preferred & Income 2022 Term Fund • New York

Reference is made to the Underwriting Agreement dated January [●], 2017 (the “Underwriting Agreement”), by and among Nuveen Preferred and Income 2022 Term Fund (the “Fund”), Nuveen Fund Advisors, LLC (the “Adviser”), Nuveen Asset Management, LLC and each of the Underwriters named in Schedule I thereto, severally, with respect to the issue and sale of the Fund’s Common Shares (the “Offering”), 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 Schedule A to the Agreement And State Street Bank and Trust Company
Transfer Agency and Service Agreement • January 25th, 2017 • Nuveen Preferred & Income 2022 Term Fund

This Amendment is made as of this 20th day of January, 2017, 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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INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • December 9th, 2016 • Nuveen Preferred & Income 2022 Term Fund • Illinois

AGREEMENT made as of this 15th day of November 2016, by and between Nuveen Preferred and Income 2022 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 FEE AGREEMENT
Structuring Fee Agreement • January 27th, 2017 • Nuveen Preferred & Income 2022 Term Fund • New York

STRUCTURING FEE AGREEMENT (the “Agreement”), dated as of January [ ● ], 2017, between Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and Nuveen Fund Advisors, LLC (the “Company”).

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NUVEEN PREFERRED AND INCOME 2022 TERM FUND Subscription Agreement
Subscription Agreement • December 9th, 2016 • Nuveen Preferred & Income 2022 Term Fund

This Agreement made this November 10, 2016 by and between Nuveen Preferred and Income 2022 Term Fund, a Massachusetts business trust (the “Fund”), and Nuveen Fund Advisors, LLC (the “Subscriber”);

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