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 • December 17th, 2018 • Nuveen High Income 2023 Target Term Fund • New York
This Master Agreement Among Underwriters (this “Master AAU”), dated as of July 15, 2014, 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 with
Morgan Stanley & Co. LLC MASTER SELECTED DEALERS AGREEMENT REGISTERED SEC OFFERINGS AND EXEMPT OFFERINGS (OTHER THAN OFFERINGS OF MUNICIPAL SECURITIES)Master Selected Dealers Agreement • December 18th, 2018 • Nuveen High Income 2023 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).
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • December 20th, 2018 • Nuveen High Income 2023 Target Term Fund • New York
Reference is made to the Underwriting Agreement dated December 18, 2018 (the “Underwriting Agreement”), by and among Nuveen High Income 2023 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.
FEE AGREEMENTFee Agreement • December 20th, 2018 • Nuveen High Income 2023 Target Term Fund • New York
Reference is made to the Underwriting Agreement dated December 18, 2018 (the “Underwriting Agreement”), by and among Nuveen High Income 2023 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 of the Fund’s common shares of beneficial interest, $0.01 par value per share (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.
INVESTMENT SUB-ADVISORY AGREEMENTInvestment Sub-Advisory Agreement • October 30th, 2018 • Nuveen High Income 2023 Target Term Fund • Illinois
AGREEMENT effective as of this 24th day of October 2018 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”).
NUVEEN EXCHANGE-TRADED FUNDS MASTER SELECTED DEALER AGREEMENT [DATED]Master Selected Dealer Agreement • December 17th, 2018 • Nuveen High Income 2023 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.
STRUCTURING AND SYNDICATION FEE AGREEMENTStructuring and Syndication Fee Agreement • December 20th, 2018 • Nuveen High Income 2023 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 2023 Target Term Fund (the “Fund”).
Transfer Agency and Service Agreement Between Each of the Nuveen Closed-End Investment Companies Listed on Schedule A Attached Hereto and Computershare Inc. and Computershare Trust Company, N.A.Transfer Agency and Service Agreement • November 9th, 2018 • Nuveen High Income 2023 Target Term Fund • New York
THIS TRANSFER AGENCY AND SERVICE AGREEMENT, effective as of June 15, 2017 (“Effective Date”), is by and between each of the Nuveen closed-end investment companies listed on Schedule A attached hereto, as may be amended from time to time (“Schedule A”) (each such investment company, a “Fund”), and Computershare Inc., a Delaware corporation (“Computershare”), and its fully owned subsidiary Computershare Trust Company, N.A., a federally chartered trust company (“Trust Company”, and together with Computershare, “Transfer Agent”), each having a principal office and place of business at 250 Royall Street, Canton, Massachusetts 02021.
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 • November 9th, 2018 • Nuveen High Income 2023 Target Term Fund • Illinois
FEE AGREEMENTFee Agreement • December 20th, 2018 • Nuveen High Income 2023 Target Term Fund • New York
Reference is made to the Underwriting Agreement dated December 18, 2018 (the “Underwriting Agreement”), by and among Nuveen High Income 2023 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.
FEE AGREEMENTFee Agreement • December 20th, 2018 • Nuveen High Income 2023 Target Term Fund • New York
Reference is made to the Underwriting Agreement dated December 18, 2018 (the “Underwriting Agreement”), by and among Nuveen High Income 2023 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.
FEE AGREEMENTFee Agreement • December 20th, 2018 • Nuveen High Income 2023 Target Term Fund • New York
Reference is made to the Underwriting Agreement dated December 18, 2018 (the “Underwriting Agreement”), by and among Nuveen High Income 2023 Target 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.
] Shares NUVEEN HIGH INCOME 2023 TARGET TERM FUND COMMON SHARES OF BENEFICIAL INTEREST, PAR VALUE $0.01 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • December 18th, 2018 • Nuveen High Income 2023 Target Term Fund • New York
Nuveen High Income 2023 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 the Addit
INVESTMENT MANAGEMENT AGREEMENTInvestment Management Agreement • October 30th, 2018 • Nuveen High Income 2023 Target Term Fund • Illinois
AGREEMENT made this 24th day of October, 2018, by and between NUVEEN HIGH INCOME 2023 TARGET TERM FUND, a Massachusetts business trust (the “Fund”), and NUVEEN FUND ADVISORS, LLC a Delaware limited liability company (the “Adviser”).
AGREEMENT WITH RESPECT TO CERTAIN RECOVERY UNDER JOINT FIDELITY BONDJoint Fidelity Bond Agreement • October 28th, 2019 • Nuveen High Income 2023 Target Term Fund
This Agreement, made this 8th day of August, 2019 by and between the undersigned corporations or business trusts (the “Funds”), each of which is a registered investment company managed by Nuveen Fund Advisors, LLC.
NUVEEN HIGH INCOME 2023 TARGET TERM FUND Subscription AgreementSubscription Agreement • December 17th, 2018 • Nuveen High Income 2023 Target Term Fund
This Agreement made this October 17, 2018 by and between Nuveen High Income 2023 Target Term Fund, a Massachusetts business trust (the “Fund”), and Nuveen Fund Advisors, LLC (the “Subscriber”);
AMENDED AND RESTATED SCHEDULE A TO TRANSFER AGENCY AND SERVICE AGREEMENTTransfer Agency and Service Agreement • December 17th, 2018 • Nuveen High Income 2023 Target Term Fund
The attached Amended and Restated Schedule A to the Transfer Agency and Service Agreement Between Each of the Nuveen Closed-End Investment Companies Listed on Scheduled A Attached Hereto and Computershare Inc. and Computershare Trust Company, N.A., effective as of June 15, 2017, as amended (the “TA Agreement”), hereby amends and restates Schedule A to the TA Agreement in its entirety, to be effective December 13, 2018.
