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 • August 25th, 2020 • Nuveen Dynamic Municipal Opportunities Fund • New York
This Master Agreement Among Underwriters (this “Master AAU”), dated as of January 1, 2019, 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 AND SYNDICATION FEE AGREEMENTStructuring and Syndication Fee Agreement • August 25th, 2020 • Nuveen Dynamic Municipal Opportunities Fund • New York
This agreement is between Nuveen Fund Advisors, LLC (the “Company”) and Morgan Stanley & Co. LLC (“Morgan Stanley”) with respect to Nuveen Dynamic Municipal Opportunities Fund (the “Fund”).
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • August 25th, 2020 • Nuveen Dynamic Municipal Opportunities Fund • New York
This agreement (the “Agreement”) is between Nuveen Fund Advisors, LLC (including any successor or assign by merger or otherwise, the “Company”) and UBS Securities LLC (“UBS”) with respect to Nuveen Dynamic Municipal Opportunities Fund (the “Fund”). Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Underwriting Agreement dated August [26], 2020 (the “Underwriting Agreement”), by and among the Fund, the Company, Nuveen Asset Management, LLC and each of the underwriters named therein.
AMENDMENT TO THE AMENDED AND RESTATED CUSTODIAN AGREEMENT BETWEEN EACH MANAGEMENT INVESTMENT COMPANY IDENTIFIED ON APPENDIX A OF THE AGREEMENT AND STATE STREET BANK AND TRUST COMPANYCustodian Agreement • August 25th, 2020 • Nuveen Dynamic Municipal Opportunities Fund
AMENDMENT to the Amended and Restated Custodian Agreement (the “Agreement”) made as of July 15, 2015 by and between State Street Bank and Trust Company, a Massachusetts trust company (the “Custodian”) and each management investment company identified on Appendix A of the Agreement and each management investment company which becomes a party to this Agreement in accordance with the terms hereof (in each case, a “Fund” or “Funds”), including, if applicable, each series of the Fund identified on Appendix A and each series which becomes a party to this Agreement in accordance with the terms hereof.
FEE AGREEMENTFee Agreement • August 25th, 2020 • Nuveen Dynamic Municipal Opportunities Fund • New York
Reference is made to the Underwriting Agreement dated August [26], 2020 (the “Underwriting Agreement”), by and among Nuveen Dynamic Municipal Opportunities Fund (the “Fund”), 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 Fund’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.
FEE AGREEMENTFee Agreement • August 25th, 2020 • Nuveen Dynamic Municipal Opportunities Fund • New York
Reference is made to the Underwriting Agreement dated August [26], 2020 (the “Underwriting Agreement”), by and among Nuveen Dynamic Municipal Opportunities 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 of the Fund’s common shares of beneficial interest, $0.01 par value per share (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.
FEE AGREEMENTFee Agreement • August 25th, 2020 • Nuveen Dynamic Municipal Opportunities Fund • New York
Reference is made to the Underwriting Agreement dated August [26], 2020 (the “Underwriting Agreement”), by and among Nuveen Dynamic Municipal Opportunities Fund (the “Fund”), Nuveen Fund Advisors, LLC (the “Adviser”), Nuveen Asset Management, 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.
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • August 25th, 2020 • Nuveen Dynamic Municipal Opportunities Fund • New York
Reference is made to the Underwriting Agreement dated August [26], 2020 (the “Underwriting Agreement”), by and among Nuveen Dynamic Municipal Opportunities Fund (the “Fund”), Nuveen Fund Advisors, LLC (the “Investment Manager”), Nuveen Asset Management, LLC and each of the Underwriters named therein (the “Underwriters”), severally, with respect to the issue and sale of the Fund’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.
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • August 25th, 2020 • Nuveen Dynamic Municipal Opportunities Fund • New York
STRUCTURING FEE AGREEMENT (the “Agreement”), dated as of August [26], 2020, between BofA Securities, Inc. (collectively with its affiliates, “BofA”) and Nuveen Fund Advisors, LLC (“Nuveen”).
] Shares NUVEEN DYNAMIC MUNICIPAL OPPORTUNITIES FUND COMMON SHARES OF BENEFICIAL INTEREST, PAR VALUE $0.01 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • August 25th, 2020 • Nuveen Dynamic Municipal Opportunities Fund • New York
Nuveen Dynamic Municipal Opportunities 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 the Ad
