Nuveen Equity Premium & Growth Fund Sample Contracts

INVESTMENT MANAGEMENT AGREEMENT ------------------------------- AGREEMENT made this 2nd day of November 2005, by and between NUVEEN EQUITY PREMIUM AND GROWTH FUND, a Massachusetts business trust (the "Fund"), and NUVEEN ASSET MANAGEMENT, a Delaware...
Investment Management Agreement • November 21st, 2005 • Nuveen Equity Premium & Growth Fund • Illinois
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INVESTMENT SUB-ADVISORY AGREEMENT AGREEMENT made as of this 16th day of November 2005 by and between Nuveen Asset Management, a Delaware corporation and a federally registered investment adviser ("Manager"), and Gateway Investment Advisers, L.P., a...
Investment Sub-Advisory Agreement • December 9th, 2005 • Nuveen Equity Premium & Growth Fund • Illinois
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WITNESSETH: -----------
License Agreement • December 9th, 2005 • Nuveen Equity Premium & Growth Fund
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Exhibit k.2 LICENSE AGREEMENT LICENSE AGREEMENT, dated as October 26, 2004 (the "Commencement Date") by and between STANDARD & POOR'S, a division of The McGraw-Hill Companies, Inc. ("S&P"), a New York corporation, having an office at 55 Water Street,...
License Agreement • November 21st, 2005 • Nuveen Equity Premium & Growth Fund • New York
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DEALER AGREEMENT Nuveen Securities, LLC
Dealer Agreement • July 23rd, 2021 • Nuveen S&P 500 Dynamic Overwrite Fund • New York

From time to time Nuveen Securities, LLC (the “Manager”, “we” or “us”) will act as manager of registered at-the-market offerings by the Nuveen S&P 500 Dynamic Overwrite Fund, a Massachusetts business trust (the “Fund”), of the Fund’s common stock, par value $0.01 per share (the “Common Stock”). In the case of such offerings, the Fund has agreed with the Manager to issue and sell through or to the Manager, as sales agent and/or principal, a certain number of shares of the Fund’s Common Stock.

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NUVEEN S&P 500 DYNAMIC OVERWRITE FUND Chicago, Illinois 60606
Nuveen S&P 500 Dynamic Overwrite Fund • July 23rd, 2021

Nuveen S&P 500 Dynamic Overwrite 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. 333-237421 and 811-21809) (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.

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Nuveen Equity Premium and Growth Fund (a Massachusetts business trust) [ ] Common Shares of Beneficial Interest (Par Value $0.01 per Share) PURCHASE AGREEMENT
Purchase Agreement • November 21st, 2005 • Nuveen Equity Premium & Growth Fund • New York
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Revised October 29, 1990 MASTER AGREEMENT AMONG UNDERWRITERS
Master Agreement • December 9th, 2005 • Nuveen Equity Premium & Growth Fund • York
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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 • March 29th, 2018 • Nuveen S&P 500 Dynamic Overwrite 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.

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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 COMPANY
Custodian Agreement • July 23rd, 2021 • Nuveen S&P 500 Dynamic Overwrite 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.

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FIRST AMENDMENT TO TRANSFER AGENCY AND SERVICE AGREEMENT
Transfer Agency and Service Agreement • March 29th, 2018 • Nuveen S&P 500 Dynamic Overwrite 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.

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INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • March 29th, 2018 • Nuveen S&P 500 Dynamic Overwrite Fund • Illinois

AGREEMENT made as of this 19th day of December, 2014, by and between Nuveen Fund Advisors, LLC, a Delaware limited liability company and a federally registered investment adviser (the “Adviser”), and Nuveen Asset Management, LLC, a Delaware limited liability company and a federally registered investment adviser (the “Sub-Adviser”).

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EXHIBIT k.1 Transfer Agency and Service Agreement
Nuveen Equity Premium & Growth Fund • November 21st, 2005 • Massachusetts
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NUVEEN CLOSED-END FUNDS RENEWAL OF INVESTMENT MANAGEMENT AGREEMENTS
Investment Management Agreements • June 6th, 2018 • Nuveen S&P 500 Dynamic Overwrite Fund

This Agreement made this 24th day of July 2017 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”);

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CONTINUANCE OF MANAGEMENT AGREEMENTS
Management Agreements • July 23rd, 2021 • Nuveen S&P 500 Dynamic Overwrite Fund

Agreement made as of this 30th day of July 2020, by and between the entities listed on Appendix A (the “Funds”), and Nuveen Fund Advisors, LLC, a Delaware limited liability company (the “Adviser”), to be effective August 1, 2020.

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SECOND AMENDMENT TO TRANSFER AGENCY AND SERVICE AGREEMENT
Transfer Agency and Service Agreement • July 23rd, 2021 • Nuveen S&P 500 Dynamic Overwrite Fund

This Second Amendment (“Amendment”) Is entered into and effective as of this the 26th day of February, 2018, 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.

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Third Amendment to Transfer Agency and Service Agreement
Transfer Agency and Service Agreement • July 23rd, 2021 • Nuveen S&P 500 Dynamic Overwrite Fund

This Third Amendment (“Amendment”), effective as of May 11, 2020 (“Effective Date”), is to the Transfer Agency and Service Agreement (the “Agreement”, made as of June 15, 2017, by and between each of the Nuveen closed-end investment companies listed on Schedule A (each such investment company, a “Fund”, and Computershare Inc. (“Computershare”) and Computershare Trust Company, N.A. (“Trust Company”, and together with Computershare, “Transfer Agent”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement.

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NUVEEN S&P 500 DYNAMIC OVERWRITE FUND f/k/a NUVEEN EQUITY PREMIUM AND GROWTH FUND AMENDMENT OF INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • June 6th, 2018 • Nuveen S&P 500 Dynamic Overwrite Fund

This Agreement made this 22nd day of December, 2014 by and between NUVEEN S&P 500 DYNAMIC OVERWRITE FUND f/k/a NUVEEN EQUITY PREMIUM AND GROWTH FUND, a Massachusetts business trust (the “Fund”), and NUVEEN FUND ADVISORS, LLC, a Delaware limited liability company (the “Adviser”);

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NUVEEN S&P 500 DYNAMIC OVERWRITE FUND
Nuveen S&P 500 Dynamic Overwrite Fund • June 6th, 2018

Nuveen S&P 500 Dynamic Overwrite 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. 333-224036 and 811-21809) (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.

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CONTINUANCE OF MANAGEMENT AGREEMENTS
Management Agreements • March 27th, 2020 • Nuveen S&P 500 Dynamic Overwrite Fund

Agreement made as of this 30th day of July 2019, by and between the entities listed on Appendix A (the “Funds”), and Nuveen Fund Advisors, LLC, a Delaware limited liability company (the “Adviser”), to be effective August 1, 2019.

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NUVEEN S&P 500 DYNAMIC OVERWRITE FUND f/k/a NUVEEN EQUITY PREMIUM AND GROWTH FUND AMENDMENT OF INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • March 29th, 2018 • Nuveen S&P 500 Dynamic Overwrite Fund

This Agreement made this 22nd day of December, 2014 by and between NUVEEN S&P 500 DYNAMIC OVERWRITE FUND f/k/a NUVEEN EQUITY PREMIUM AND GROWTH FUND, a Massachusetts business trust (the “Fund”), and NUVEEN FUND ADVISORS, LLC, a Delaware limited liability company (the “Adviser”);

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INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • March 29th, 2018 • Nuveen S&P 500 Dynamic Overwrite Fund • Illinois

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

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Revised July 16, 2001 [GRAPHIC APPEARS HERE] Merrill Lynch & Co. Merrill Lynch, Pierce, Fenner & Smith Incorporated Merrill Lynch World Headquarters 4 World Financial Center New York, N.Y. 10800 STANDARD DEALER AGREEMENT Dear Sirs: In connection with...
Nuveen Equity Premium & Growth Fund • November 21st, 2005 • New York
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WITNESSETH:
Nuveen Equity Premium and Growth Fund • November 21st, 2005 • Nuveen Equity Premium & Growth Fund
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