N-2mef Sample Contracts

UNDERWRITING AGREEMENT
Nuveen Preferred Convertible Income Fund 2 • June 26th, 2003 • New York
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Shares NUVEEN QUALITY PREFERRED INCOME FUND 2 Common Shares UNDERWRITING AGREEMENT
Nuveen Quality Preferred Income Fund 2 • September 24th, 2002 • New York
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 • November 29th, 2017 • Invesco High Income 2024 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

FEE AGREEMENT
Fee Agreement • December 21st, 2016 • First Trust Senior Floating Rate 2022 Target Term Fund • New York
STRUCTURING FEE AGREEMENT
Structuring Fee Agreement • January 26th, 2017 • Nuveen High Income November 2021 Target Term Fund • New York

Reference is made to the Underwriting Agreement dated January [ ● ], 2017 (the “Underwriting Agreement”), by and among Nuveen Preferred and Income 2022 Term Fund (the “Fund”), Nuveen Fund Advisors, LLC (the “Company”), Nuveen Asset Management, LLC and each of the Underwriters named in Exhibit A 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.

Morgan Stanley & Co. LLC MASTER SELECTED DEALERS AGREEMENT REGISTERED SEC OFFERINGS AND EXEMPT OFFERINGS (OTHER THAN OFFERINGS OF MUNICIPAL SECURITIES)
Master Selected Dealers Agreement • December 18th, 2018 • Nuveen High Income 2023 Target Term Fund • New York

This Master Selected Dealers Agreement (this “Master SDA”), dated as of June 1, 2011, 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 AGREEMENT
Fee Agreement • December 18th, 2018 • Nuveen High Income 2023 Target Term Fund • New York

Reference is made to the Underwriting Agreement dated [ ], 2018 (the “Underwriting Agreement”), by and among Nuveen High Income 2023 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 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.

I. GENERAL
Master Agreement • October 27th, 2004 • Nuveen Equity Premium Income Fund • New York
STRUCTURING FEE AGREEMENT
Structuring Fee Agreement • September 26th, 2017 • Nuveen Emerging Markets Debt 2022 Target Term Fund • New York

Reference is made to the Underwriting Agreement dated September [ ], 2017 (the “Underwriting Agreement”), by and among Nuveen Emerging Markets Debt 2022 Target Term Fund (the “Fund”), Nuveen Fund Advisors, LLC (the “Investment Manager”), Teachers Advisors, 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.

NUVEEN EXCHANGE-TRADED FUNDS MASTER SELECTED DEALER AGREEMENT [DATED]
Master Selected Dealer Agreement • September 26th, 2017 • Nuveen Emerging Markets Debt 2022 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 AGREEMENT
Investment Management Agreement • May 10th, 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 AGREEMENT
Structuring and Syndication Fee Agreement • December 18th, 2018 • Nuveen High Income 2023 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 2023 Target Term Fund (the “Fund”).

FEE AGREEMENT
Fee Agreement • June 25th, 2020 • First Trust High Yield Opportunities 2027 Term Fund • New York

Reference is made to the Underwriting Agreement dated June 25, 2020 (the “Underwriting Agreement”), by and among First Trust High Yield Opportunities 2027 Term Fund (the “Fund”), First Trust Advisors L.P. (the “Adviser”) 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 AGREEMENT
Structuring Fee Agreement • June 25th, 2013 • Nuveen Flexible Investment Income Fund • New York

This agreement is between Nuveen Fund Advisors, LLC (the “Company”) and Morgan Stanley & Co. LLC (“Morgan Stanley”) with respect to the Nuveen Flexible Investment Income Fund (the “Fund”).

WACHOVIA CAPITAL MARKETS, LLC MASTER SELECTED DEALERS AGREEMENT
Master Selected Dealers Agreement • April 26th, 2007 • Nuveen Multi-Currency Short-Term Government Income Fund • New York
STRUCTURING FEE AGREEMENT
Structuring Fee Agreement • August 23rd, 2016 • Nuveen High Income November 2021 Target Term 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 High Income November 2021 Target Term Fund (the “Fund”). Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Underwriting Agreement dated August [ ], 2016 (the “Underwriting Agreement”), by and among the Fund, the Company, Nuveen Asset Management, LLC and each of the underwriters named therein.

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Merrill Lynch & Co. Merrill Lynch, Pierce, Fenner & Smith Incorporated Merrill Lynch World Headquarters 4 World Financial Center New York, N.Y. 10800 FORM OF STANDARD DEALER AGREEMENT
Dealer Agreement • September 24th, 2009 • Nuveen Enhanced Municipal Value Fund • New York

In connection with public offerings of securities underwritten by us, or by a group of underwriters (the “Underwriters”) represented by us, you may be offered the opportunity to purchase a portion of such securities, as principal, at a discount from the offering price representing a selling concession or reallowance granted as consideration for services rendered by you in the sale of such securities. We request that you agree to the following terms and provisions, and make the following representations, which, together with any additional terms and provisions set forth in any wire or letter sent to you in connection with a particular offering, will govern all such purchases of securities and the reoffering thereof by you.

INVESTMENT SUB-ADVISORY AGREEMENT (Nuveen High Income December 2019 Target Term Fund (JHD))
Investment Sub-Advisory Agreement • May 10th, 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”).

MASTER AGREEMENT AMONG UNDERWRITERS Registered SEC Offerings (including Multiple Syndicate Offerings), Standby Underwritings and Exempt Offerings (other than Offerings of Municipal Securities)
Master Agreement • November 23rd, 2010 • Nuveen Build America Bond Opportunity Fund • New York

From time to time Salomon Smith Barney Inc. (“Salomon Smith Barney”) 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 (an “Offering”) to which this Master Agreement Among Underwriters (the “Salomon Smith Barney Master AAU”) shall apply, we will send the information set forth below in Section 1.1 to you by one or more wires, telexes, facsimile or electronic data transmissions or other written communications (each a “Wire” and collectively, an “AAU”). Each Wire will indicate that it is a Wire pursuant to the Salomon Smith Barney Master AAU. The Wire inviting you to participate in an Offering is referred to herein as the “Invitation Wire”. You and we hereby agree that by the terms hereof the provisions of this Salomo

STRUCTURING FEE AGREEMENT
Structuring Fee Agreement • May 26th, 2005 • Nuveen Equity Premium Advantage Fund • New York
UNDERWRITING AGREEMENT
Underwriting Agreement • September 26th, 2002 • Nuveen North Carolina Dividend Advantage Municipal Fund 3 • New York
STRUCTURING FEE AGREEMENT
Structuring Fee Agreement • January 26th, 2017 • Nuveen High Income November 2021 Target Term Fund • New York

Reference is made to the Underwriting Agreement dated January [ ● ], 2017 (the “Underwriting Agreement”), by and among Nuveen Preferred and Income 2022 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.

STRUCTURING FEE AGREEMENT
Structuring Fee Agreement • May 10th, 2016 • Nuveen High Income December 2019 Target Term Fund • New York

Reference is made to the Underwriting Agreement dated May 10, 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.

SYNDICATION FEE AGREEMENT
Syndication Fee Agreement • June 25th, 2013 • Nuveen Flexible Investment Income Fund • New York

This agreement is between Nuveen Fund Advisors, LLC (the “Company”) and Morgan Stanley & Co. LLC (“Morgan Stanley”) with respect to the Nuveen Flexible Investment Income Fund (the “Fund”).

MASTER SELECTED DEALER AGREEMENT
Master Selected Dealer Agreement • November 23rd, 2010 • Nuveen Build America Bond Opportunity Fund • New York

In connection with registered public offerings of securities for which we are acting as manager or co-manager of an underwriting syndicate or unregistered offerings of securities for which we are acting as manager or co-manager of the initial purchasers, you may be offered the right as a selected dealer to purchase as principal a portion of such securities. This will confirm our mutual agreement as to the general terms and conditions applicable to your participation in any such selected dealer group.

FEE AGREEMENT
Fee Agreement • September 26th, 2017 • Nuveen Emerging Markets Debt 2022 Target Term Fund • New York

Reference is made to the Underwriting Agreement dated September [ ], 2017 (the “Underwriting Agreement”), by and among Nuveen Emerging Markets Debt 2022 Target Term Fund (the “Trust”), Nuveen Fund Advisors, LLC (the “Adviser”), Teachers Advisors, 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.

FEE AGREEMENT
Fee Agreement • November 29th, 2017 • Invesco High Income 2024 Target Term Fund • New York

Reference is made to the Underwriting Agreement dated November [ ], 2017 (the “Underwriting Agreement”), by and among Invesco High Income 2024 Target Term Fund (the “Fund”), Invesco Advisers, Inc. (the “Company”) 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, no 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.

LOAN AGREEMENT By and Among THE BORROWER IDENTIFIED ON THE SIGNATURE PAGES HEREOF as Borrower, THE BANK OF NEW YORK MELLON as Administrative Agent and Collateral Agent, and THE UNITED STATES DEPARTMENT OF THE TREASURY as Lender Dated as of the date...
Loan Agreement • February 23rd, 2010 • Nuveen Mortgage Opportunity Term Fund 2 • New York

LOAN AGREEMENT, dated as of the date set forth on Schedule A, by and among the BORROWER IDENTIFIED ON THE SIGNATURE PAGES HEREOF (the “Borrower”), THE BANK OF NEW YORK MELLON, a New York state chartered bank, as administrative agent (in such capacity, together with its successors in such capacity, the “Administrative Agent”) and as collateral agent (in such capacity, together with its successors in such capacity, the “Collateral Agent”), and THE UNITED STATES DEPARTMENT OF THE TREASURY, as lender (in such capacity, the “Lender”).

STRUCTURING FEE AGREEMENT
Structuring Fee Agreement • September 26th, 2017 • Nuveen Emerging Markets Debt 2022 Target Term Fund • New York

STRUCTURING FEE AGREEMENT (the “Agreement”), dated as of September [ ], 2017, between Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and Nuveen Fund Advisors, LLC (“Nuveen”).

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