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 • February 23rd, 2011 • Nuveen Energy MLP Total Return Fund • New York
This Master Agreement Among Underwriters (this “Master AAU”), dated as of July 6, 2009, 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
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • February 23rd, 2011 • Nuveen Energy MLP Total Return Fund • New York
Reference is made to the Underwriting Agreement dated February [ ], 2011 (the “Underwriting Agreement”), by and among Nuveen Energy MLP Total Return Fund (the “Fund”), Nuveen Fund Advisors, Inc. (the “Investment Manager”), Fiduciary Asset Management, Inc. and each of the 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.
NUVEEN ENERGY MLP TOTAL RETURN FUND [ ] Common Shares of Beneficial Interest $20.00 per Share UNDERWRITING AGREEMENTUnderwriting Agreement • February 23rd, 2011 • Nuveen Energy MLP Total Return Fund • New York
INVESTMENT MANAGEMENT AGREEMENTInvestment Management Agreement • February 23rd, 2011 • Nuveen Energy MLP Total Return Fund • Illinois
AGREEMENT made as of this 20th day of January, 2011, by and between Nuveen Energy MLP Total Return Fund, a Massachusetts business trust (the “Fund”), and Nuveen Fund Advisors, Inc., a Delaware corporation (the “Adviser”).
WELLS FARGO SECURITIES, LLC MASTER SELECTED DEALERS AGREEMENTMaster Selected Dealers Agreement • February 23rd, 2011 • Nuveen Energy MLP Total Return Fund • New York
INVESTMENT SUB-ADVISORY AGREEMENTInvestment Sub-Advisory Agreement • February 23rd, 2011 • Nuveen Energy MLP Total Return Fund • Illinois
AGREEMENT made as of this 20th day of January, 2011, by and between Nuveen Fund Advisors, Inc., a Delaware corporation (the “Adviser”), and Fiduciary Asset Management, Inc., a Delaware corporation and a federally registered investment adviser (“FAMCO” or the “Sub-Adviser”).
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • February 23rd, 2011 • Nuveen Energy MLP Total Return Fund • New York
Reference is made to the Underwriting Agreement dated February [ ], 2011 (the “Underwriting Agreement”), by and among Nuveen Energy MLP Total Return Fund (the “Fund”), Nuveen Fund Advisors, Inc. (the “Adviser”), Fiduciary Asset Management, Inc. and each of the Underwriters named therein, with respect to the issue and sale of the Fund’s Common Shares, as described therein. Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Underwriting Agreement.
ADDITIONAL COMPENSATION AGREEMENTAdditional Compensation Agreement • February 23rd, 2011 • Nuveen Energy MLP Total Return Fund • New York
ADDITIONAL COMPENSATION AGREEMENT (the “Agreement”), dated as of February [—], 2011, between Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and Nuveen Fund Advisors, Inc. (“Nuveen”).
MARKETING AND STRUCTURING FEE AGREEMENTMarketing and Structuring • February 23rd, 2011 • Nuveen Energy MLP Total Return Fund • New York
This agreement is between Nuveen Fund Advisors, Inc. (the “Company”) and Morgan Stanley & Co. Incorporated (“Morgan Stanley”) with respect to the Nuveen Energy MLP Total Return Fund (the “Fund”).
APPENDIX A TO CUSTODIAN AGREEMENT Dated as of January 20, 2011 NUVEEN CLOSED- END MANAGEMENT INVESTMENT COMPANIESCustodian Agreement • February 23rd, 2011 • Nuveen Energy MLP Total Return Fund
