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 • August 28th, 2020 • Nuveen Dynamic Municipal 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
DEALER AGREEMENT Nuveen Securities, LLCDealer Agreement • December 17th, 2021 • Nuveen Dynamic Municipal 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 Dynamic Municipal 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, up to 13,626,428 shares of the Fund’s Common Stock.
Morgan Stanley & Co. LLC MASTER SELECTED DEALERS AGREEMENT REGISTERED SEC OFFERINGS AND EXEMPT OFFERINGS (OTHER THAN OFFERINGS OF MUNICIPAL SECURITIES)Master Selected Dealers Agreement • August 28th, 2020 • Nuveen Dynamic Municipal 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).
NUVEEN DYNAMIC MUNICIPAL OPPORTUNITIES FUNDDistribution Agreement • December 17th, 2021 • Nuveen Dynamic Municipal Opportunities Fund
Nuveen Dynamic Municipal 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. 333-259086 and 811-23489) (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.
FEE AGREEMENTFee Agreement • August 28th, 2020 • Nuveen Dynamic Municipal Opportunities Fund • New York
Reference is made to the Underwriting Agreement dated August 26, 2020 (the “Underwriting Agreement”), by and among Nuveen Dynamic Municipal 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.
INVESTMENT SUB-ADVISORY AGREEMENTInvestment Sub-Advisory Agreement • July 20th, 2020 • Nuveen Dynamic Municipal Opportunities Fund • Illinois
AGREEMENT effective as of this 10th day of July 2020 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 • August 28th, 2020 • Nuveen Dynamic Municipal 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.
STRUCTURING AND SYNDICATION FEE AGREEMENTStructuring and Syndication Fee Agreement • August 28th, 2020 • Nuveen Dynamic Municipal 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 Dynamic Municipal Opportunities Fund (the “Fund”).
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • August 25th, 2020 • Nuveen Dynamic Municipal 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 Dynamic Municipal Opportunities Fund (the “Fund”). Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Underwriting Agreement dated August [26], 2020 (the “Underwriting Agreement”), by and among the Fund, the Company, Nuveen Asset Management, LLC and each of the underwriters named therein.
AMENDMENT TO THE AMENDED AND RESTATED CUSTODIAN AGREEMENT BETWEEN EACH MANAGEMENT INVESTMENT COMPANY IDENTIFIED ON APPENDIX A OF THE AGREEMENT AND STATE STREET BANK AND TRUST COMPANYCustodian Agreement • August 26th, 2021 • Nuveen Dynamic Municipal Opportunities Fund
AMENDMENT to the Amended and Restated Custodian Agreement (the “Agreement”) made as of July 15, 2015 by and between State Street Bank and Trust Company, a Massachusetts trust company (the “Custodian”) and each management investment company identified on Appendix A of the Agreement and each management investment company which becomes a party to this Agreement in accordance with the terms hereof (in each case, a “Fund” or “Funds”), including, if applicable, each series of the Fund identified on Appendix A and each series which becomes a party to this Agreement in accordance with the terms hereof.
FEE AGREEMENTFee Agreement • August 28th, 2020 • Nuveen Dynamic Municipal Opportunities Fund • New York
Reference is made to the Underwriting Agreement dated August 26, 2020 (the “Underwriting Agreement”), by and among Nuveen Dynamic Municipal 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.
FEE AGREEMENTFee Agreement • August 28th, 2020 • Nuveen Dynamic Municipal Opportunities Fund • New York
Reference is made to the Underwriting Agreement dated August 26, 2020 (the “Underwriting Agreement”), by and among Nuveen Dynamic Municipal 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.
FEE AGREEMENTFee Agreement • August 28th, 2020 • Nuveen Dynamic Municipal Opportunities Fund • New York
Reference is made to the Underwriting Agreement dated August 26, 2020 (the “Underwriting Agreement”), by and among Nuveen Dynamic Municipal 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.
FEE AGREEMENTFee Agreement • August 28th, 2020 • Nuveen Dynamic Municipal Opportunities Fund • New York
Reference is made to the Underwriting Agreement dated August 26, 2020 (the “Underwriting Agreement”), by and among Nuveen Dynamic Municipal Opportunities 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.
NUVEEN OPEN-END AND CLOSED-END FUNDS DEFERRED COMPENSATION PLAN FOR INDEPENDENT DIRECTORS AND TRUSTEES (As Amended and Restated Effective May 8, 2020)Deferred Compensation Plan • June 19th, 2020 • Nuveen Dynamic Municipal Opportunities Fund • Illinois
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • August 28th, 2020 • Nuveen Dynamic Municipal Opportunities Fund • New York
Reference is made to the Underwriting Agreement dated August 26, 2020 (the “Underwriting Agreement”), by and among Nuveen Dynamic Municipal 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.
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 • June 19th, 2020 • Nuveen Dynamic Municipal 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.
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • August 28th, 2020 • Nuveen Dynamic Municipal 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 Dynamic Municipal Opportunities Fund (the “Fund”). Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Underwriting Agreement dated August 26, 2020 (the “Underwriting Agreement”), by and among the Fund, the Company, Nuveen Asset Management, LLC and each of the underwriters named therein.
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • August 28th, 2020 • Nuveen Dynamic Municipal Opportunities Fund • New York
STRUCTURING FEE AGREEMENT (the “Agreement”), dated as of August 26, 2020, between BofA Securities, Inc. (collectively with its affiliates, “BofA”) and Nuveen Fund Advisors, LLC (“Nuveen”).
] Shares NUVEEN DYNAMIC MUNICIPAL OPPORTUNITIES FUND COMMON SHARES OF BENEFICIAL INTEREST, PAR VALUE $0.01 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • August 25th, 2020 • Nuveen Dynamic Municipal Opportunities Fund • New York
Nuveen Dynamic Municipal 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 Ad
NUVEEN DYNAMIC MUNICIPAL OPPORTUNITIES FUND Subscription AgreementSubscription Agreement • June 19th, 2020 • Nuveen Dynamic Municipal Opportunities Fund
This Agreement made this June 15, 2020 by and between Nuveen Dynamic Municipal Opportunities Fund, a Massachusetts business trust (the “Fund”), and Nuveen Fund Advisors, LLC (the “Subscriber”);
INVESTMENT MANAGEMENT AGREEMENTInvestment Management Agreement • July 20th, 2020 • Nuveen Dynamic Municipal Opportunities Fund • Illinois
AGREEMENT made this 10th day of July, 2020, by and between NUVEEN DYNAMIC MUNICIPAL OPPORTUNITIES FUND, a Massachusetts business trust (the “Fund”), and NUVEEN FUND ADVISORS, LLC a Delaware limited liability company (the “Adviser”).
AMENDMENT TO DEALER AGREEMENTDealer Agreement • June 12th, 2023 • Nuveen Dynamic Municipal Opportunities Fund
This amendment (the “Amendment”) is made as of June 9, 2023 to the dealer agreement dated December 17, 2021 (the “Agreement”), by and between Nuveen Securities, LLC (“Nuveen” or the “Manager”) and Virtu Americas LLC (“Virtu” or the “Dealer” and, together with Nuveen, the “Parties”) with respect to the Nuveen Dynamic Municipal Opportunities Fund.
AMENDED AND RESTATED SCHEDULE A TO TRANSFER AGENCY AND SERVICE AGREEMENTTransfer Agency and Service Agreement • July 27th, 2020 • Nuveen Dynamic Municipal 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 July 20, 2020.
JOINT FILING AGREEMENTJoint Filing Agreement • June 17th, 2022 • Nuveen Dynamic Municipal Opportunities Fund • Commercial banks, nec
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.
AMENDMENT TO DISTRIBUTION AGREEMENTDistribution Agreement • June 12th, 2023 • Nuveen Dynamic Municipal Opportunities Fund
This amendment (the “Amendment”) is made as of June 9, 2023 to the distribution agreement dated December 16, 2021 (the “Agreement”), by and between Nuveen Securities, LLC (“Nuveen” or the “Manager”) and Nuveen Dynamic Municipal Opportunities Fund (the “Fund” and, together with Nuveen, the “Parties”).
