Morgan Stanley & Co. Incorporated FORM OF MASTER AGREEMENT AMONG UNDERWRITERS REGISTERED SEC OFFERINGS (INCLUDING MULTIPLE SYNDICATE OFFERINGS) AND EXEMPT OFFERINGS (OTHER THAN OFFERINGS OF MUNICIPAL SECURITIES)Master Agreement Among Underwriters • April 24th, 2012 • Nuveen Real Asset Income & Growth Fund • New York
This Master Agreement Among Underwriters (this “Master AAU”), dated as of April 1, 2009, is by and between Morgan Stanley & Co. Incorporated (“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
Morgan Stanley & Co. Incorporated FORM OF MASTER SELECTED DEALERS AGREEMENT REGISTERED SEC OFFERINGS AND EXEMPT OFFERINGS (OTHER THAN OFFERINGS OF MUNICIPAL SECURITIES)Master Selected Dealers Agreement • April 24th, 2012 • Nuveen Real Asset Income & Growth Fund • New York
This Master Selected Dealers Agreement (this “Master SDA”), dated as of December 1, 2009, is by and between Morgan Stanley & Co. Incorporated (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).
SYNDICATION FEE AGREEMENTSyndication Fee Agreement • April 24th, 2012 • Nuveen Real Asset Income & Growth Fund • New York
This agreement is between Nuveen Fund Advisors, Inc. (the “Company”) and Morgan Stanley & Co. LLC (“Morgan Stanley”) with respect to the Nuveen Real Asset Income and Growth Fund (the “Fund”).
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • April 24th, 2012 • Nuveen Real Asset Income & Growth Fund • New York
STRUCTURING FEE AGREEMENT (the “Agreement”), dated as of April [—], 2012, between Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and Nuveen Fund Advisors, Inc. (“Nuveen”).
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • April 24th, 2012 • Nuveen Real Asset Income & Growth Fund • New York
This agreement is between Nuveen Fund Advisors, Inc. (the “Company”) and UBS Securities LLC (“UBS”) with respect to the Nuveen Real Asset Income and Growth Fund (the “Fund”).
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • April 24th, 2012 • Nuveen Real Asset Income & Growth Fund • New York
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • April 24th, 2012 • Nuveen Real Asset Income & Growth Fund • New York
Reference is made to the Underwriting Agreement dated April [—], 2012 (the “Underwriting Agreement”), by and among Nuveen Real Asset Income and Growth Fund (the “Fund”), Nuveen Fund Advisors, Inc. (the “Investment Adviser”), Nuveen Asset Management, LLC (the “Subadviser”) and each of the Underwriters named in Schedule A therein, severally, with respect to the issue and sale of the Fund’s Securities (the “Offering”), as described therein. Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Underwriting Agreement.
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • April 24th, 2012 • Nuveen Real Asset Income & Growth Fund • New York
This agreement is between Nuveen Fund Advisors, Inc. (the “Company”) and Morgan Stanley & Co. LLC (“Morgan Stanley”) with respect to the Nuveen Real Asset Income and Growth Fund (the “Fund”).
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • April 24th, 2012 • Nuveen Real Asset Income & Growth Fund • New York
Reference is made to the Underwriting Agreement dated April [—], 2012 (the “Underwriting Agreement”), by and among Nuveen Real Asset Income and Growth Fund (the “Fund”), Nuveen Fund Advisors, Inc. (the “Investment Adviser”), Nuveen Asset Management, LLC (the “Subadviser”) and each of the Underwriters named therein, severally, with respect to the issue and sale of the Fund’s common shares of beneficial interest (the “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.
INVESTMENT SUB-ADVISORY AGREEMENTInvestment Sub-Advisory Agreement • April 24th, 2012 • Nuveen Real Asset Income & Growth Fund • Illinois
AGREEMENT effective as of this 19th day of April, 2012 by and between Nuveen Fund Advisors, Inc., a Delaware corporation and a registered investment adviser (“Manager”), and Nuveen Asset Management, LLC, a Delaware limited liability company and a federally registered investment adviser (“Sub-Adviser”).
