0001193125-18-311508 Sample Contracts

DEALER AGREEMENT Nuveen Securities, LLC 333 West Wacker Drive Chicago, Illinois 60606
Dealer Agreement • October 30th, 2018 • Nuveen Core Equity Alpha Fund
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FUND] Chicago, Illinois 60606
Nuveen Core Equity Alpha Fund • October 30th, 2018

[FUND] is a Massachusetts business trust operating as a closed-end management investment company (hereinafter referred to as the “Fund”). The Fund has filed a registration statement on Form N-2 (File Nos. 333-XXXXXX and 811-XXXXX) (the “Registration Statement”) pursuant to the Investment Company Act of 1940, as amended, and the Securities Act of 1933, as amended, to register additional common shares of the Fund, which may be issued and sold from time to time through various specified transactions, including at-the-market (“ATM”) offerings.

Transfer Agency and Service Agreement Between Each of the Nuveen Closed-End Investment Companies Listed on Schedule A Attached Hereto and Computershare Inc. and Computershare Trust Company, N.A.
Agency and Service Agreement • October 30th, 2018 • Nuveen Core Equity Alpha Fund • New York

THIS TRANSFER AGENCY AND SERVICE AGREEMENT, effective as of June 15, 2017 (“Effective Date”), is by and between each of the Nuveen closed-end investment companies listed on Schedule A attached hereto, as may be amended from time to time (“Schedule A”) (each such investment company, a “Fund”), and Computershare Inc., a Delaware corporation (“Computershare”), and its fully owned subsidiary Computershare Trust Company, N.A., a federally chartered trust company (“Trust Company”, and together with Computershare, “Transfer Agent”), each having a principal office and place of business at 250 Royall Street, Canton, Massachusetts 02021.

INVESTMENT SUB-ADVISORY AGREEMENT (Nuveen Core Equity Alpha Fund (JCE))
Investment Sub-Advisory Agreement • October 30th, 2018 • Nuveen Core Equity Alpha Fund • Illinois

THIS AGREEMENT is effective as of this 1st day of October 2014 by and 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”).

FIRST AMENDMENT TO TRANSFER AGENCY AND SERVICE AGREEMENT
Transfer Agency and Service Agreement • October 30th, 2018 • Nuveen Core Equity Alpha Fund

This First Amendment (“Amendment”) is entered into and effective as of this the 7th day of September, 2017, and hereby amends that certain Transfer Agency and Service Agreement by and among each Nuveen closed-end investment companies listed on Schedule A attached hereto, as may be amended from time to time (“Schedule A”) (each such investment company, a “Fund”), and Computershare Inc., (“Computershare”) and its fully owned subsidiary Computershare Trust Company, N.A., (“Trust Company”, and together with Computershare, “Transfer Agent”) dated June 15, 2017 (the “Agreement”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement.

NUVEEN CLOSED-END FUNDS RENEWAL OF INVESTMENT MANAGEMENT AGREEMENTS
Investment Management Agreements • October 30th, 2018 • Nuveen Core Equity Alpha Fund

This Agreement made this 24th day of July 2018 by and between the funds listed on Schedule A (the “Nuveen Closed-End Funds”), and Nuveen Fund Advisors, LLC, a Delaware limited liability company (the “Adviser”);

INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • October 30th, 2018 • Nuveen Core Equity Alpha Fund • Illinois

AGREEMENT made as of this 30th day of May 2017 by and between Nuveen Fund Advisors, LLC, a Delaware limited liability company and a federally registered investment adviser (“Manager”), and INTECH Investment Management LLC, a Delaware limited liability company and a federally registered investment adviser (“INTECH” or “Sub-Adviser”).

INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • October 30th, 2018 • Nuveen Core Equity Alpha Fund • Illinois

AGREEMENT made this 1st day of October 2014, by and between NUVEEN CORE EQUITY ALPHA FUND, a Massachusetts business trust (the “Fund”), and NUVEEN FUND ADVISORS, LLC, a Delaware limited liability company (the “Adviser”).

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