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 • May 9th, 2016 • Nuveen High Income December 2019 Target Term Fund • New York
This Master Agreement Among Underwriters (this “Master AAU”), dated as of October 1, 2012, 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 wi
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • May 9th, 2016 • Nuveen High Income December 2019 Target Term Fund • New York
Reference is made to the Underwriting Agreement dated May [--], 2016 (the “Underwriting Agreement”), by and among Nuveen High Income December 2019 Target Term Fund (the “Fund”), Nuveen Fund Advisors, LLC (the “Company”), Nuveen Asset Management, LLC and each of the Underwriters named in Schedule I thereto, with respect to the issue and sale (the “Offering”) of the Fund’s common shares of beneficial interest, $0.01 par value per share (the “Common Shares”), as described therein. Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Underwriting Agreement.
NUVEEN EXCHANGE-TRADED FUNDS MASTER SELECTED DEALER AGREEMENT [DATED]Master Selected Dealer Agreement • May 9th, 2016 • Nuveen High Income December 2019 Target Term 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.
INVESTMENT MANAGEMENT AGREEMENTInvestment Management Agreement • May 9th, 2016 • Nuveen High Income December 2019 Target Term Fund • Illinois
AGREEMENT made this 18th day of April, 2016, by and between NUVEEN HIGH INCOME DECEMBER 2019 TARGET TERM FUND, a Massachusetts business trust (the “Fund”), and NUVEEN FUND ADVISORS, LLC a Delaware limited liability company (the “Adviser”).
STRUCTURING AND SYNDICATION FEE AGREEMENTStructuring and Syndication Fee Agreement • May 9th, 2016 • Nuveen High Income December 2019 Target Term Fund • New York
This agreement is between Nuveen Fund Advisors, LLC (the “Company”) and Morgan Stanley & Co. LLC (“Morgan Stanley”) with respect to Nuveen High Income December 2019 Target Term Fund (the “Fund”).
INVESTMENT SUB-ADVISORY AGREEMENT (Nuveen High Income December 2019 Target Term Fund (JHD))Investment Sub-Advisory Agreement • May 9th, 2016 • Nuveen High Income December 2019 Target Term Fund • Illinois
THIS AGREEMENT is made as of the 18th day of April 2016, between Nuveen Fund Advisors, LLC, a Delaware limited liability company (the “Adviser”), and Nuveen Asset Management, LLC, a Delaware limited liability company (the “Sub-Adviser”).
] Shares NUVEEN HIGH INCOME DECEMBER 2019 TARGET TERM FUND COMMON SHARES OF BENEFICIAL INTEREST, PAR VALUE $0.01 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • May 9th, 2016 • Nuveen High Income December 2019 Target Term Fund • New York
Nuveen High Income December 2019 Target Term Fund (the “Fund”), a business trust organized under the laws of The Commonwealth of Massachusetts, is a newly organized, diversified, closed-end management investment company registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”). The Fund proposes to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”) [ ] shares of its common shares of beneficial interest, par value $0.01 per share (the “Firm Shares”). The Fund also proposes to issue and sell to the several Underwriters not more than an additional [ ] shares of its common shares of beneficial interest, par value $0.01 per share (the “Additional Shares”) if and to the extent that you, as managers of the offering (the “Representatives”), shall have determined to exercise, on behalf of the Underwriters, the right to purchase such Additional Shares granted to the Underwriters in Section 3 hereof. The Firm Shares and
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • May 9th, 2016 • Nuveen High Income December 2019 Target Term Fund • New York
Reference is made to the Underwriting Agreement dated May [--], 2016 (the “Underwriting Agreement”), by and among Nuveen High Income December 2019 Target Term Fund (the “Trust”), 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 Trust’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.
AMENDMENT To Transfer Agency and Service Agreement Between Each of the Nuveen Closed-End Investment Companies Listed on Schedule A to the Agreement And State Street Bank and Trust CompanyTransfer Agency and Service Agreement • May 9th, 2016 • Nuveen High Income December 2019 Target Term Fund
This Amendment is made as of this 28th day of April, 2016, 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 Schedule 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.
