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 Among Underwriters • March 25th, 2014 • Nuveen All Cap Energy MLP Opportunities Fund • New York
This Master Agreement Among Underwriters (this “Master AAU”), dated as of August 2, 2012, is by and between UBS Securities LLC (“UBS,” or “we”) and the party named on the signature page hereto (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 respect to such
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • March 25th, 2014 • Nuveen All Cap Energy MLP Opportunities Fund • New York
Reference is made to the Underwriting Agreement dated [ ], 2014 (the “Underwriting Agreement”), by and among Nuveen All Cap Energy MLP Opportunities Fund (the “Fund”), Nuveen Fund Advisors, LLC (the “Company”), Advisory Research, Inc. and each of the Underwriters named in Schedule A thereto, 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.
UBS Securities LLC MASTER SELECTED DEALERS AGREEMENT REGISTERED SEC OFFERINGS AND EXEMPT OFFERINGS (OTHER THAN OFFERINGS OF MUNICIPAL SECURITIES)Master Selected Dealers Agreement • March 25th, 2014 • Nuveen All Cap Energy MLP Opportunities Fund • New York
This Master Selected Dealers Agreement (this “Master SDA”), dated as of May 23, 2012, 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).
NUVEEN EXCHANGE-TRADED FUNDS MASTER SELECTED DEALER AGREEMENT [DATED]Master Selected Dealer Agreement • March 25th, 2014 • Nuveen All Cap Energy MLP 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.
Nuveen All Cap Energy MLP Opportunities Fund [—] Common Shares of Beneficial Interest Par Value $0.01 Per Share UNDERWRITING AGREEMENTUnderwriting Agreement • March 25th, 2014 • Nuveen All Cap Energy MLP Opportunities Fund • New York
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 • March 25th, 2014 • Nuveen All Cap Energy MLP Opportunities Fund
This Amendment is made as of this 20th day of March, 2014, 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.
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • March 25th, 2014 • Nuveen All Cap Energy MLP Opportunities Fund • New York
This agreement is between Nuveen Fund Advisors, LLC (the “Company”) and UBS Securities LLC (“UBS”) with respect to Nuveen All Cap Energy MLP Opportunities Fund (the “Fund”).
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • March 25th, 2014 • Nuveen All Cap Energy MLP Opportunities Fund • New York
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • March 25th, 2014 • Nuveen All Cap Energy MLP Opportunities Fund • New York
Reference is made to the Underwriting Agreement dated [—], 2014 (the “Underwriting Agreement”), by and among Nuveen All Cap Energy MLP Opportunities Fund (the “Fund”), Nuveen Fund Advisors, LLC (the “Adviser”), Advisory Research, Inc. 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.
FEE AGREEMENTFee Agreement • March 25th, 2014 • Nuveen All Cap Energy MLP Opportunities Fund • New York
Reference is made to the Underwriting Agreement dated [ ], 2014 (the “Underwriting Agreement”), by and among Nuveen All Cap MLP Opportunities Fund (the “Fund”), Nuveen Fund Advisors, LLC (the “Adviser”), Advisory Research, Inc. 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.
