0001193125-16-680834 Sample Contracts

CUSTODIAN AGREEMENT
Custodian Agreement • August 12th, 2016 • NuShares ETF Trust • New York

THIS AGREEMENT, dated as of , 20 , between [NAME OF FUND], a management investment company organized under the laws of the State of and registered with the Commission under the Investment Company Act of 1940 (“the 1940 Act”) (the Fund), and BROWN BROTHERS HARRIMAN & CO., a limited partnership formed under the laws of the State of New York (BBH&Co. or the Custodian).

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DISTRIBUTION AGREEMENT
Distribution Agreement • August 12th, 2016 • NuShares ETF Trust • Illinois

This Agreement (this “Agreement’) is made as of this 2nd day of August 2016, by and between NuShares ETF Trust (the “Trust”), a Massachusetts business trust, on behalf of its series listed on Schedule A hereto, as it may be amended from time to time (each a “Fund” and collectively, the “Funds”), and Nuveen Securities, LLC (the “Distributor”), a Delaware limited liability company.

INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • August 12th, 2016 • NuShares ETF Trust • Illinois

This Agreement (the “Agreement”) is made as of this 2nd day of August 2016, by and between Nuveen Fund Advisors, LLC, a Delaware limited liability company and a registered investment adviser (“Manager”), and Teachers Advisors, Inc., a Delaware corporation and a registered investment adviser (“Sub-Adviser”).

MANAGEMENT AGREEMENT
Management Agreement • August 12th, 2016 • NuShares ETF Trust

NUSHARES ETF TRUST, a Massachusetts business trust registered under the Investment Company Act of 1940 (the “1940 Act”) as an open-end management series investment company (“Trust”), hereby appoints NUVEEN FUND ADVISORS, LLC, a Delaware limited liability company registered under the Investment Advisers Act of 1940 as an investment adviser, of Chicago, Illinois (“Manager”), to furnish investment advisory and management services and certain administrative services to the series listed in Schedule A hereto, as such schedule may be amended from time to time (each such series hereinafter referred to as a “Fund”). Trust and Manager hereby agree that:

NUSHARES ETF TRUST AUTHORIZED PARTICIPANT AGREEMENT
Authorized Participant Agreement • August 12th, 2016 • NuShares ETF Trust • New York
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