Nuveen Municipal Credit Opportunities 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 • September 18th, 2019 • Nuveen Municipal Credit Opportunities Fund • New York

This Master Agreement Among Underwriters (this “Master AAU”), dated as of January 1, 2019, 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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DEALER AGREEMENT Nuveen Securities, LLC
Dealer Agreement • March 26th, 2021 • Nuveen Municipal Credit Opportunities 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 the Nuveen Municipal Credit Opportunities 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, shares of the Fund’s Common Stock in an amount up to a certain maximum aggregate offering price.

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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 • September 18th, 2019 • Nuveen Municipal Credit Opportunities Fund • New York

This Master Selected Dealers Agreement (this “Master SDA”), dated as of March 1, 2019, 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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FEE AGREEMENT
Fee Agreement • September 18th, 2019 • Nuveen Municipal Credit Opportunities Fund • New York

Reference is made to the Underwriting Agreement dated September 16, 2019 (the “Underwriting Agreement”), by and among Nuveen Municipal Credit Opportunities 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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NUVEEN MUNICIPAL CREDIT OPPORTUNITIES FUND Chicago, Illinois 60606
Nuveen Municipal Credit Opportunities Fund • March 26th, 2021

Nuveen Municipal Credit Opportunities Fund is a Massachusetts business trust operating as a closed-end management investment company (hereinafter referred to as the “Fund”). The Fund has filed an automatic shelf registration statement on Form N-2 (File Nos. 333-254678 and 811-23440) (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. The Fund also has filed or will file a prospectus supplement (“Prospectus Supplement”) pursuant to Rule 424 under the Securities Act of 1933 in connection with the offering of its common shares through an ATM offering.

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STRUCTURING FEE AGREEMENT
Structuring Fee Agreement • September 18th, 2019 • Nuveen Municipal Credit Opportunities Fund • New York

Reference is made to the Underwriting Agreement dated September 16, 2019 (the “Underwriting Agreement”), by and among Nuveen Municipal Credit Opportunities 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 • September 18th, 2019 • Nuveen Municipal Credit Opportunities 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 SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • August 19th, 2019 • Nuveen Municipal Credit Opportunities Fund • Illinois

AGREEMENT effective as of this 8th day of August 2019 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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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.
Agency and Service Agreement • July 25th, 2019 • Nuveen Municipal Credit Opportunities 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.

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] Shares NUVEEN MUNICIPAL CREDIT OPPORTUNITIES FUND COMMON SHARES OF BENEFICIAL INTEREST, PAR VALUE $0.01 PER SHARE UNDERWRITING AGREEMENT
Underwriting Agreement • September 13th, 2019 • Nuveen Municipal Credit Opportunities Fund • New York

Nuveen Municipal Credit Opportunities 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 Add

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STRUCTURING FEE AGREEMENT
Structuring Fee Agreement • September 13th, 2019 • Nuveen Municipal Credit Opportunities Fund • New York

This agreement (the “Agreement”) is between Nuveen Fund Advisors, LLC (including any successor or assign by merger or otherwise, the “Company”) and UBS Securities LLC (“UBS”) with respect to Nuveen Municipal Credit Opportunities Fund (the “Fund”). Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Underwriting Agreement dated [ ], 2019 (the “Underwriting Agreement”), by and among the Fund, the Company, Nuveen Asset Management, LLC and each of the underwriters named therein.

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FEE AGREEMENT
Fee Agreement • September 18th, 2019 • Nuveen Municipal Credit Opportunities Fund • New York

Reference is made to the Underwriting Agreement dated September 16, 2019 (the “Underwriting Agreement”), by and among Nuveen Municipal Credit Opportunities Fund (the “Fund”), 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 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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FEE AGREEMENT
Fee Agreement • September 18th, 2019 • Nuveen Municipal Credit Opportunities Fund • New York

Reference is made to the Underwriting Agreement dated September 16, 2019 (the “Underwriting Agreement”), by and among Nuveen Municipal Credit Opportunities 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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STRUCTURING FEE AGREEMENT
Structuring Fee Agreement • September 18th, 2019 • Nuveen Municipal Credit Opportunities Fund • New York

This Agreement is between Nuveen Fund Advisors, LLC (the “Company”) and Morgan Stanley & Co. LLC (“Morgan Stanley”) with respect to Nuveen Municipal Credit Opportunities Fund (the “Fund”).

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FEE AGREEMENT
Fee Agreement • September 18th, 2019 • Nuveen Municipal Credit Opportunities Fund • New York

Reference is made to the Underwriting Agreement dated September 16, 2019 (the “Underwriting Agreement”), by and among Nuveen Municipal Credit Opportunities 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.

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NUVEEN OPEN-END AND CLOSED-END FUNDS DEFERRED COMPENSATION PLAN FOR INDEPENDENT DIRECTORS AND TRUSTEES (As Amended and Restated Effective May 8, 2020)
Nuveen Municipal Credit Opportunities Fund • March 25th, 2021 • Illinois
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STRUCTURING FEE AGREEMENT
Structuring Fee Agreement • September 18th, 2019 • Nuveen Municipal Credit Opportunities Fund • New York

This agreement (the “Agreement”) is between Nuveen Fund Advisors, LLC (including any successor or assign by merger or otherwise, the “Company”) and UBS Securities LLC (“UBS”) with respect to Nuveen Municipal Credit Opportunities Fund (the “Fund”). Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Underwriting Agreement dated September 16, 2019 (the “Underwriting Agreement”), by and among the Fund, the Company, Nuveen Asset Management, LLC and each of the underwriters named therein.

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NUVEEN MUNICIPAL CREDIT OPPORTUNITIES FUND Subscription Agreement
Subscription Agreement • July 25th, 2019 • Nuveen Municipal Credit Opportunities Fund

This Agreement made this July 18, 2019 by and between Nuveen Municipal Credit Opportunities Fund, a Massachusetts business trust (the “Fund”), and Nuveen Fund Advisors, LLC (the “Subscriber”);

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Third Amendment to Transfer Agency and Service Agreement
Transfer Agency and Service Agreement • March 25th, 2021 • Nuveen Municipal Credit Opportunities Fund

This Third Amendment (“Amendment”), effective as of May 11, 2020 (“Effective Date”), is to the Transfer Agency and Service Agreement (the “Agreement”, made as of June 15, 2017, by and between each of the Nuveen closed-end investment companies listed on Schedule A (each such investment company, a “Fund”, and Computershare Inc. (“Computershare”) and Computershare Trust Company, N.A. (“Trust Company”, and together with Computershare, “Transfer Agent”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement.

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AGREEMENT WITH RESPECT TO CERTAIN RECOVERY UNDER JOINT FIDELITY BOND
Agreement • October 13th, 2020 • Nuveen Municipal Credit Opportunities Fund

This Agreement, made this 5th day of August, 2020 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.

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JOINT FILING AGREEMENT
Joint Filing Agreement • December 31st, 2019 • Nuveen Municipal Credit Opportunities Fund • National commercial banks

Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 or Section 16 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with the Securities and Exchange Commission (and, if such security is registered on a national securities exchange, also with the exchange), and further agrees to the filing, furnishing, and/or incorporation by reference of this agreement as an exhibit thereto. This agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party.

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JOINT FILING AGREEMENT
Joint Filing Agreement • November 8th, 2023 • Nuveen Municipal Credit Opportunities Fund • National commercial banks

Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 or Section 16 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with the Securities and Exchange Commission (and, if such security is registered on a national securities exchange, also with the exchange), and further agrees to the filing, furnishing, and/or incorporation by reference of this agreement as an exhibit thereto. This agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party.

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INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • August 19th, 2019 • Nuveen Municipal Credit Opportunities Fund • Illinois

AGREEMENT made this 8th day of August, 2019, by and between NUVEEN MUNICIPAL CREDIT OPPORTUNITIES FUND, a Massachusetts business trust (the “Fund”), and NUVEEN FUND ADVISORS, LLC a Delaware limited liability company (the “Adviser”).

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AMENDED AND RESTATED SCHEDULE A TO TRANSFER AGENCY AND SERVICE AGREEMENT
Transfer Agency and Service Agreement • August 19th, 2019 • Nuveen Municipal Credit Opportunities 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 August 12, 2019.

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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)
Nuveen Municipal Credit Opportunities Fund • July 25th, 2019 • Illinois
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