Nuveen Variable Rate Preferred & Income Fund Sample Contracts

UBS SECURITIES LLC MASTER AGREEMENT AMONG UNDERWRITERS REGISTERED SEC OFFERINGS (INCLUDING MULTIPLE SYNDICATE OFFERINGS) AND EXEMPT OFFERINGS (OTHER THAN OFFERINGS OF MUNICIPAL SECURITIES)
Master Agreement • December 14th, 2021 • Nuveen Variable Rate Preferred & Income Fund • New York

This Master Agreement Among Underwriters (this “Master AAU”), dated as of January 2, 2019, is by and between UBS Securities LLC (“we”) and the party named on the signature page hereto (an “Underwriter,” as defined in Section 1.1 hereof, or “you”).

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UBS SECURITIES LLC MASTER SELECTED DEALERS AGREEMENT REGISTERED SEC OFFERINGS AND EXEMPT OFFERINGS (OTHER THAN OFFERINGS OF MUNICIPAL SECURITIES)
Master Selected Dealers Agreement • December 14th, 2021 • Nuveen Variable Rate Preferred & Income Fund • New York

This Master Selected Dealers Agreement (this “Master SDA”), dated as of January 4, 2019, is by and between UBS 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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NUVEEN EXCHANGE-TRADED FUNDS MASTER SELECTED DEALER AGREEMENT [DATED]
Master Selected Dealer Agreement • December 14th, 2021 • Nuveen Variable Rate Preferred & Income 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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FEE AGREEMENT
Fee Agreement • December 14th, 2021 • Nuveen Variable Rate Preferred & Income Fund • New York

Reference is made to the Underwriting Agreement dated December [ ], 2021 (the “Underwriting Agreement”), by and among Nuveen Variable Rate Preferred & Income 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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INVESTMENT SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • October 5th, 2021 • Nuveen Variable Rate Preferred & Income Fund • Illinois

AGREEMENT effective as of this 1st day of October 2021 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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FEE AGREEMENT
Fee Agreement • December 14th, 2021 • Nuveen Variable Rate Preferred & Income Fund • New York

Reference is made to the Underwriting Agreement dated December [ ], 2021 (the “Underwriting Agreement”), by and among Nuveen Variable Rate Preferred & Income Fund (the “Fund”), Nuveen Fund Advisors, LLC (the “Company”), Nuveen Asset Management, LLC and each of the Underwriters named in Schedule A 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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INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • October 5th, 2021 • Nuveen Variable Rate Preferred & Income Fund • Illinois

AGREEMENT made this 1st day of October, 2021, by and between NUVEEN VARIABLE RATE PREFERRED & INCOME 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 • December 14th, 2021 • Nuveen Variable Rate Preferred & Income Fund • New York

Reference is made to the Underwriting Agreement dated December [ ], 2021 (the “Underwriting Agreement”), by and among Nuveen Variable Rate Preferred & Income 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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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 • December 14th, 2021 • Nuveen Variable Rate Preferred & Income 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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STRUCTURING FEE AGREEMENT
Structuring Fee Agreement • December 14th, 2021 • Nuveen Variable Rate Preferred & Income 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 Variable Rate Preferred & Income Fund (the “Fund”). Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Underwriting Agreement dated December [ ], 2021 (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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AGREEMENT WITH RESPECT TO CERTAIN RECOVERY UNDER JOINT FIDELITY BOND
Agreement • November 2nd, 2022 • Nuveen Variable Rate Preferred & Income Fund

This Agreement, made this 4th day of August, 2022 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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STRUCTURING FEE AGREEMENT
Structuring Fee Agreement • December 14th, 2021 • Nuveen Variable Rate Preferred & Income 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 each qualifying underwriter listed on Schedule I hereto (each, a “Qualifying Underwriter”) with respect to Nuveen Variable Rate Preferred & Income Fund (the “Fund”). Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Underwriting Agreement dated December [ ], 2021 (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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STRUCTURING FEE AGREEMENT
Fee Agreement • December 14th, 2021 • Nuveen Variable Rate Preferred & Income 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 Oppenheimer & Co. Inc. (“Oppenheimer”) with respect to Nuveen Variable Rate Preferred & Income Fund (the “Fund”). Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Underwriting Agreement (as defined below).

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AMENDED AND RESTATED SCHEDULE A TO TRANSFER AGENCY AND SERVICE AGREEMENT
Transfer Agency and Service Agreement • December 14th, 2021 • Nuveen Variable Rate Preferred & Income 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 1, 2021

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