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 • June 24th, 2013 • Nuveen Flexible Investment Income Fund • New York
This Master Agreement Among Underwriters (this “Master AAU”), dated as of June 1, 2011, 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 with
Morgan Stanley & Co. LLC MASTER SELECTED DEALERS AGREEMENT REGISTERED SEC OFFERINGS AND EXEMPT OFFERINGS (OTHER THAN OFFERINGS OF MUNICIPAL SECURITIES)Master Selected Dealers Agreement • June 24th, 2013 • Nuveen Flexible Investment Income Fund • New York
This Master Selected Dealers Agreement (this “Master SDA”), dated as of June 1, 2011, 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).
INVESTMENT SUB-ADVISORY AGREEMENTInvestment Sub-Advisory Agreement • June 24th, 2013 • Nuveen Flexible Investment Income Fund • Illinois
AGREEMENT effective as of this 3rd day of June, 2013 by and between Nuveen Fund Advisors, LLC, a Delaware limited liability company and a registered investment adviser (“Manager”), and NWQ Investment Management Company, LLC, a Delaware limited liability company and a federally registered investment adviser (“Sub-Adviser”).
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • June 24th, 2013 • Nuveen Flexible Investment Income Fund • New York
This agreement is between Nuveen Fund Advisors, LLC (the “Company”) and Morgan Stanley & Co. LLC (“Morgan Stanley”) with respect to the Nuveen Flexible Investment Income Fund (the “Fund”).
] Shares NUVEEN FLEXIBLE INVESTMENT INCOME FUND COMMON SHARES OF BENEFICIAL INTEREST, PAR VALUE $0.01 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • June 24th, 2013 • Nuveen Flexible Investment Income Fund • New York
SYNDICATION FEE AGREEMENTSyndication Fee Agreement • June 24th, 2013 • Nuveen Flexible Investment Income Fund • New York
This agreement is between Nuveen Fund Advisors, LLC (the “Company”) and Morgan Stanley & Co. LLC (“Morgan Stanley”) with respect to the Nuveen Flexible Investment Income Fund (the “Fund”).
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • June 24th, 2013 • Nuveen Flexible Investment Income Fund • New York
AMENDMENT To Transfer Agency and Service Agreement Between Each of the Nuveen Closed-End Investment Companies Listed on Exhibit A to the Agreement And State Street Bank and Trust CompanyTransfer Agency and Service Agreement • June 24th, 2013 • Nuveen Flexible Investment Income Fund
This Amendment is made as of this 10th day of June, 2013, to the Transfer Agency and Service Agreement dated October 7, 2002, as amended (the “Agreement”) between each of the Nuveen Closed-End Investment Companies Listed on Exhibit A to the Agreement (collectively, the “Funds”) and State Street Bank and Trust Company (the “Transfer Agent”). In accordance with Section 17.1 (Amendment) of the Agreement, the parties desire to amend the Agreement as set forth herein.
FEE AGREEMENTFee Agreement • June 24th, 2013 • Nuveen Flexible Investment Income Fund • New York
Reference is made to the Underwriting Agreement dated June 25, 2013 (the “Underwriting Agreement”), by and among Nuveen Flexible Investment Income Fund (the “Fund”), Nuveen Fund Advisors, LLC (the “Adviser”), NWQ Investment Management Company, 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.
