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 • August 28th, 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
Morgan Stanley & Co. LLC MASTER SELECTED DEALERS AGREEMENT REGISTERED SEC OFFERINGS AND EXEMPT OFFERINGS (OTHER THAN OFFERINGS OF MUNICIPAL SECURITIES)Master Selected Dealers Agreement • August 28th, 2020 • Nuveen Dynamic Municipal Opportunities Fund • New York
This Master Selected Dealers Agreement (this “Master SDA”), dated as of March 1, 2019, is by and between Morgan Stanley & Co. 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).
FEE AGREEMENTFee Agreement • August 28th, 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 (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.
STRUCTURING AND SYNDICATION FEE AGREEMENTStructuring and Syndication Fee Agreement • August 28th, 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”).
FEE AGREEMENTFee Agreement • August 28th, 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 28th, 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 (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.
FEE AGREEMENTFee Agreement • August 28th, 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 28th, 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 28th, 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 28th, 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”).
STRUCTURING FEE AGREEMENTFee Agreement • August 28th, 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.
