Common use of Fee Clause in Contracts

Fee. (a) In consideration of advice to the Company relating to, but not limited to, the design and structuring of, and marketing assistance with respect to, the Fund and the distribution of the Fund’s common shares of beneficial interest, par value $0.01 per share (the “Shares”), and syndication assistance with respect to the Fund and the distribution of the Shares, including without limitation, views from an investor market, distribution and syndication perspective on (i) marketing issues with respect to the Fund’s investment policies and proposed investments, (ii) the overall marketing and positioning thesis for the Fund’s initial public offering of its Shares (the “Offering”), (iii) securing syndicate participants for the Offering, (iv) preparation of marketing and diligence materials for underwriters, (v) conveying information and market updates to syndicate members and (vi) coordinating syndicate orders during the Offering, the Company shall pay a fee to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ calculated at (A) [ ]% of the aggregate price to the public of all Shares sold by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised) and (B) [ ]% of the aggregate price to the public of all Shares sold in the Offering by any other broker or dealer participating in the Offering (each, an “Other Broker”) (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised), equal to $ [ ] (the “Fee”). (b) Subject to paragraph (c), the Fee paid to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall not exceed [ ]% of the total price to the public of the Shares sold by the Fund in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised). In the event the Offering does not proceed, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ will not receive any fees under this Agreement; however, for the avoidance of doubt, accountable expenses actually incurred may be payable to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ pursuant to the terms of the principal underwriting agreement relating to the Offering (the “Underwriting Agreement”). (c) Notwithstanding paragraph (a), in the event that the Company (or the Fund or any person or entity affiliated with the Company, the Fund or any sub-adviser to the Fund or acting on behalf of or at the direction of any of the foregoing) compensates or agrees to compensate any Other Broker for any services or otherwise in connection with the Offering or with respect to the Fund or its Shares (excluding for this purpose any compensation paid directly to the entire underwriting syndicate, as a group, pursuant to the Underwriting Agreement), whether such compensation be denominated a fee, an expense reimbursement, a set-off, a credit or otherwise (such compensation with respect to any Other Broker, such Other Broker’s “Other Compensation”), then the amount of the Fee shall be increased as and to the extent necessary so that the Fee payable to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ hereunder, expressed as (i) a dollar amount, (ii) a percentage of the aggregate price to the public of the Shares sold by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering (including any Shares over-allotted by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering regardless of whether the over-allotment option in the Offering is exercised) or (iii) a percentage of the aggregate price to the public of all Shares sold in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised), is no less than the Other Compensation, expressed as (i) a dollar amount, (ii) a percentage of the aggregate price to the public of the Shares sold by such Other Broker in the Offering (including any Shares over-allotted by such Other Broker in the Offering regardless of whether the over-allotment option in the Offering is exercised) or (iii) a percentage of the aggregate price to the public of all Shares sold in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised), respectively. (d) The Company shall pay the Fee to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ on the closing of the purchase and sale of the Shares pursuant to the Underwriting Agreement by wire transfer to the order of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ using the following wire instructions: Citibank, N.A. Account: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Account #: ▇▇▇-▇▇-▇▇▇ ABA #: ▇▇▇-▇▇▇-▇▇▇ Attention: ▇▇▇▇▇ ▇▇▇▇▇ Ref: Nuveen High Income 2023 Target Term Fund Please notify “▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇” when the wire is sent. (e) The Company acknowledges that the Fee is in addition to any compensation ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ earns in connection with its role as an underwriter to the Fund in the Offering, which services are distinct from and in addition to the services described above.

Fee. (a) In consideration of advice to the Company relating to, but not limited to, the design and structuring of, and marketing assistance with respect to, the Fund and the distribution of the Fund’s common its shares of beneficial interest, par value $0.01 per share common stock (the “Shares”), and syndication assistance with respect to the Fund and the distribution of the Shares, including without limitation, views from an investor market, distribution and syndication perspective on (i) marketing issues with respect to the Fund’s investment policies and proposed investments, (ii) the overall marketing and positioning thesis for the Fund’s initial public offering of its Shares (the “Offering”), (iii) securing syndicate participants for the Offering, (iv) preparation of marketing and diligence materials for underwriters, (v) conveying information and market updates to syndicate members and (vi) coordinating syndicate orders during the Offering, the Company shall pay a fee to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ calculated at (A) [ ]% of in the aggregate price to the public amount of all Shares sold by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised) and (B) [ ]% of the aggregate price to the public of all Shares sold in the Offering by any other broker or dealer participating in the Offering (each, an “Other Broker”) (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised), equal to $ [ $[—] (the “Fee”). (b) . Subject to paragraph (cb), the Fee paid to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall not exceed [ [—]% of the total price to the public of the Shares sold by the Fund in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised). In the event the Offering does not proceed, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ will not receive any fees under this Agreement; however, for the avoidance of doubt, accountable expenses actually incurred may be payable to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ pursuant to the terms of the principal underwriting agreement relating to the Offering its initial public offering (the “Underwriting AgreementOffering”). (cb) Notwithstanding paragraph (a), in the event that the Company (or the Fund or any person or entity affiliated with the Company, the Fund or any sub-adviser subadviser to the Fund or acting on behalf of or at the direction of any of the foregoing) compensates or agrees to compensate any other broker or dealer participating in the Offering (each, an “Other Broker Broker”) for any services or otherwise in connection with the Offering or with respect to the Fund or its Shares (excluding for this purpose any compensation paid directly to the entire underwriting syndicate, as a group, pursuant to the principal underwriting agreement (the “Underwriting Agreement”) relating to the Offering), whether such compensation be denominated as a fee, an expense reimbursement, a set-off, a credit or otherwise (such compensation with respect to any Other Broker, such Other Broker’s “Other Compensation”), then the amount of the Fee shall be increased as and to the extent necessary so that the Fee payable to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ hereunder, expressed as (i) a dollar amount, (ii) a percentage of the aggregate price to the public of the Shares sold by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering (including any Shares over-allotted by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering regardless of whether the over-allotment option in the Offering is exercised) or (iii) a percentage of the aggregate price to the public of all Shares sold in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised), is no less than the Other Compensation, expressed as (i) a dollar amount, (ii) a percentage of the aggregate price to the public of the Shares sold by such Other Broker in the Offering Offering. For purposes of this paragraph (including any b), the number of Shares over-allotted sold by such Other Broker in the Offering regardless of whether the over-allotment option in the Offering is exercised) or (iii) a percentage ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall be deemed to include one half of the aggregate price to the public number of all Shares sold in by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ LLC, and Citigroup Global Markets Inc. shall be deemed to have sold the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised), respectivelyother half. (dc) The Company shall pay the Fee to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ on before the closing of the purchase and sale of the Shares pursuant to the Underwriting Agreement on the first closing date by wire transfer to the order of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ using the following wire instructions: Citibank, N.A. Account: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Account #: ▇▇▇-▇▇-▇▇▇ ABA #: ▇▇▇-▇▇▇-▇▇▇ Attention: ▇▇▇▇▇ ▇▇▇▇▇ Ref: Nuveen High Income 2023 Target Term Fund Please notify “▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇” when the wire is sent. (e) . The Company acknowledges that the Fee is in addition to any compensation ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ earns in connection with its role as an underwriter to the Fund in the Offering, which services are distinct from and in addition to the marketing and structuring services described above.

Fee. (a) In consideration of advice services to the Company relating to, but not limited to, the design and structuring of, and marketing assistance with respect to, the Fund and the distribution of the Fund’s common shares of beneficial interest, par value $0.01 per share (the “Common Shares”), and syndication assistance with respect to the Fund and the distribution of the Shares, including without limitation, views from an investor market, market and distribution and syndication perspective on (i) marketing issues with respect to the Fund’s investment policies and proposed investments, investments and (ii) the overall marketing and positioning thesis for the Fund’s initial public offering of its Shares (the “Offering”), (iii) securing syndicate participants for the Offering, (iv) preparation of marketing and diligence materials for underwriters, (v) conveying information and market updates to syndicate members and (vi) coordinating syndicate orders during the Offeringoffering, the Company shall pay a fee to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ calculated at (A) [ ]1.35% of the aggregate price to the public of all the Common Shares sold by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering Fund’s initial public offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised) and (B) [ ]% of the aggregate price to the public of all Shares sold in the Offering by any other broker or dealer participating in the Offering (each, an “Other BrokerOffering”) (including any Common Shares over-allotted by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering regardless of whether the over-allotment option in the Offering is exercised), equal to $ $[ ] (the “Fee”). (b) Subject to paragraph (c), the . The Fee paid to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall not exceed 0.[ ]% of the total price to the public of the Common Shares sold by the Fund in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised)Offering. In the event the Offering does not proceed, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ will not receive any fees under this Agreement; however, for the avoidance of doubt, accountable expenses actually incurred may be payable to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ pursuant to the terms of the principal underwriting agreement relating to the Offering (the “Underwriting Agreement”). (c) Notwithstanding paragraph (a), in the event that the Company (or the Fund or any person or entity affiliated with the Company, the Fund or any sub-adviser to the Fund or acting on behalf of or at the direction of any of the foregoing) compensates or agrees to compensate any Other Broker for any services or otherwise in connection with the Offering or with respect to the Fund or its Shares (excluding for this purpose any compensation paid directly to the entire underwriting syndicate, as a group, pursuant to the Underwriting Agreement), whether such compensation be denominated a fee, an expense reimbursement, a set-off, a credit or otherwise (such compensation with respect to any Other Broker, such Other Broker’s “Other Compensation”), then the amount of the Fee shall be increased as and to the extent necessary so that the Fee payable to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ hereunder, expressed as (i) a dollar amount, (ii) a percentage of the aggregate price to the public of the Shares sold by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering (including any Shares over-allotted by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering regardless of whether the over-allotment option in the Offering is exercised) or (iii) a percentage of the aggregate price to the public of all Shares sold in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised), is no less than the Other Compensation, expressed as (i) a dollar amount, (ii) a percentage of the aggregate price to the public of the Shares sold by such Other Broker in the Offering (including any Shares over-allotted by such Other Broker in the Offering regardless of whether the over-allotment option in the Offering is exercised) or (iii) a percentage of the aggregate price to the public of all Shares sold in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised), respectively. (db) The Company shall pay the Fee to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ on after the closing of the purchase and sale of the Common Shares pursuant to the Underwriting Agreement on or before July [ ], 2013 by wire transfer to the order of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ using the following wire instructions: Citibank, N.A. Account: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Account #: ▇▇▇-▇▇-▇▇▇ ABA #: ▇▇▇-▇▇▇-▇▇▇ Attention: ▇▇▇▇▇ ▇▇▇▇▇ Ref: Nuveen High Income 2023 Target Term Fund Please notify “▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇” when the wire is sent. (e) . The Company acknowledges that the Fee is in addition to any compensation ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ earns in connection with its role as an underwriter to the Fund in the Offering, which underwriting services are distinct from and in addition to the marketing and structuring services described above.

Fee. (a) In consideration of advice to the Company relating to, but not limited to, the design and structuring of, and marketing assistance with respect to, the Fund and the distribution of the Fund’s common shares of beneficial interest, par value $0.01 per share (the “Shares”), and syndication assistance with respect to the Fund and the distribution of the Shares, including without limitation, views from an investor market, distribution and syndication perspective on (i) marketing issues with respect to the Fund’s investment policies and proposed investments, (ii) the overall marketing and positioning thesis for the Fund’s initial public offering of its Shares (the “Offering”), (iii) securing syndicate participants for the Offering, (iv) preparation of marketing and diligence materials for underwriters, (v) conveying information and market updates to syndicate members and (vi) coordinating syndicate orders during the Offering, the Company shall pay a fee to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ calculated at (A) [ ]0.50% of the aggregate price to the public of all Shares sold in the Offering (whether sold by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised) and (B) [ ]% of the aggregate price to the public of all Shares sold in the Offering by or any other broker or dealer participating in the Offering (each, an “Other Broker”) (and including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised), equal to $ $[ ] (the “Fee”). (b) Subject to paragraph (c), the Fee paid to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall not exceed [ ]0.50% of the total price to the public of the Shares sold by the Fund in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised). In the event the Offering does not proceed, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ will not receive any fees under this Agreement; however, for the avoidance of doubt, accountable expenses actually incurred may be payable to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ pursuant to the terms of the principal underwriting agreement relating to the Offering (the “Underwriting Agreement”). (c) Notwithstanding paragraph (a), in the event that the Company (or the Fund or any person or entity affiliated with the Company, the Fund or any sub-adviser to the Fund or acting on behalf of or at the direction of any of the foregoing) compensates or agrees to compensate any Other Broker for any services or otherwise in connection with the Offering or with respect to the Fund or its Shares (excluding for this purpose any compensation paid directly to the entire underwriting syndicate, as a group, pursuant to the Underwriting Agreement), whether such compensation be denominated a fee, an expense reimbursement, a set-off, a credit or otherwise (such compensation with respect to any Other Broker, such Other Broker’s “Other Compensation”), then the amount of the Fee shall be increased as and to the extent necessary so that the Fee payable to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ hereunder, expressed as (i) a dollar amount, (ii) a percentage of the aggregate price to the public of the Shares sold by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering (including any Shares over-allotted by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering regardless of whether the over-allotment option in the Offering is exercised) or (iii) a percentage of the aggregate price to the public of all Shares sold in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised), is no less than the Other Compensation, expressed as (i) a dollar amount, (ii) a percentage of the aggregate price to the public of the Shares sold by such Other Broker in the Offering (including any Shares over-allotted by such Other Broker in the Offering regardless of whether the over-allotment option in the Offering is exercised) or (iii) a percentage of the aggregate price to the public of all Shares sold in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised), respectively. (d) The Company shall pay the Fee to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ on the closing of the purchase and sale of the Shares pursuant to the Underwriting Agreement by wire transfer to the order of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ using the following wire instructions: Citibank, N.A. Account: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Account #: ▇▇▇-▇▇-▇▇▇ ABA #: ▇▇▇-▇▇▇-▇▇▇ Attention: ▇▇▇▇▇ ▇▇▇▇▇ Ref: Nuveen High Income 2023 November 2021 Target Term Fund Please notify “▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇” when the wire is sent. (e) The Company acknowledges that the Fee is in addition to any compensation ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ earns in connection with its role as an underwriter to the Fund in the Offering, which services are distinct from and in addition to the services described above.

Fee. (a) In consideration of advice to the Company relating to, but not limited to, the design and structuring of, and marketing assistance with respect to, the Fund and the distribution of shares of the Fund’s common shares of beneficial interest, par value $0.01 0.001 per share (the “Shares”), and syndication assistance with respect to the Fund and the distribution of the Shares, including without limitation, views from an investor market, distribution and syndication perspective on (i) diversification, proportion and concentration approaches for the Fund’s investments in light of current market conditions, (ii) marketing issues with respect to the Fund’s investment policies and proposed investments, (iiiii) the proportion of the Fund’s assets to invest in the Fund’s strategies and (iv) the overall marketing and positioning thesis for the Fund’s initial public offering of its Shares (the “Offering”), (iiiv) securing syndicate participants for the Offering, (ivvi) preparation of marketing and diligence materials for underwriters, (vvii) conveying information and market updates to syndicate members and (viviii) coordinating syndicate orders during the Offering, the Company shall pay a fee to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ calculated at (A) [ ]% of the aggregate price to the public of all the Shares sold by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering (including any Shares over-allotted by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering regardless of whether the over-allotment option in the Offering is exercised) ), and (B) [ ]% of the aggregate price to the public of all Shares sold in the Offering by any other broker or dealer participating in the Offering (each, an “Other Broker”) ), other than , (including any Shares over-allotted by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering regardless of whether the over-allotment option in the Offering is exercised), equal to $ [ ] (the “Fee”). (b) Subject to paragraph (c), the Fee paid to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall not exceed [ ]% of the total price to the public of the Shares sold by the Fund in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised). In the event the Offering does not proceed, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ will not receive any fees under this Agreement; however, for the avoidance of doubt, accountable expenses actually incurred may be payable to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ pursuant to the terms of the principal underwriting agreement relating to the Offering (the “Underwriting Agreement”). (c) Notwithstanding paragraph (a), in the event that the Company (or the Fund or any person or entity affiliated with the Company, the Fund or any sub-adviser to the Fund or acting on behalf of or at the direction of any of the foregoing) compensates or agrees to compensate any Other Broker for any services or otherwise in connection with the Offering or with respect to the Fund or its Shares (excluding for this purpose any compensation paid directly to the entire underwriting syndicate, as a group, pursuant to the Underwriting Agreement), whether such compensation be denominated a fee, an expense reimbursement, a set-off, a credit or otherwise (such compensation with respect to any Other Broker, such Other Broker’s “Other Compensation”), then the amount of the Fee shall be increased as and to the extent necessary so that the Fee payable to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ hereunder, expressed as (i) both a dollar amount, (ii) amount and a percentage of the aggregate price to the public of the Shares sold by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering (including any Shares over-allotted by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering regardless of whether the over-allotment option in the Offering is exercised) or (iii) a percentage of the aggregate price to the public of all Shares sold in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised), is no less than the Other Compensation, expressed as (i) both a dollar amount, (ii) amount and a percentage of the aggregate price to the public of the Shares sold by such Other Broker in the Offering (including any Shares over-allotted by such Other Broker in the Offering regardless of whether the over-allotment option in the Offering is exercised) or (iii) a percentage of the aggregate price to the public of all Shares sold in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised), respectively. (d) The Company shall pay the Fee to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ on the closing of the purchase and sale of the Shares pursuant to the Underwriting Agreement (provided that the Company receives an invoice from ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ three (3) business days prior to such closing), by wire transfer to the order of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ using the following wire instructions: Citibank, N.A. Bank: Account: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Account #: ▇▇▇-▇▇-▇▇▇ ABA #: ▇▇▇-▇▇▇-▇▇▇ Attention: ▇▇▇▇▇ ▇▇▇▇▇ Ref: Nuveen High Income 2023 Target Term Fund Please notify “▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇” when the wire is sent. (e) The Company acknowledges that the Fee is in addition to any compensation ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ earns in connection with its role as an underwriter to the Fund in the Offering, which services are distinct from and in addition to the services described above.

Fee. (a) In consideration of advice your services assisting the Adviser with respect to the Company relating to, but not limited to, the structure and design and structuring of, and marketing assistance with respect to, of the Fund and the organization of the Fund as well as services related to the sale and distribution of the Fund’s common shares of beneficial interest, par value $0.01 per share (the “Shares”), and syndication assistance with respect to the Fund and the distribution of the Common Shares, including without limitation, views from an investor market, distribution and syndication perspective on (i) marketing issues with respect to the Fund’s investment policies and proposed investments, (ii) the overall marketing and positioning thesis for the Fund’s initial public offering of its Shares (the “Offering”), (iii) securing syndicate participants for the Offering, (iv) preparation of marketing and diligence materials for underwriters, (v) conveying information and market updates to syndicate members and (vi) coordinating syndicate orders during the Offering, the Company Adviser shall pay a fee to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ calculated at (A) [ ]% of you in the aggregate price to the public amount of all Shares sold by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised) and (B) [ ]% of the aggregate price to the public of all Shares sold in the Offering by any other broker or dealer participating in the Offering (each, an “Other Broker”) (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised), equal to $ $[ ] (the “Fee”). (b) Subject to paragraph (c). The Fee shall be paid on or before June 29, the 2007. The Fee shall be paid to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall not exceed [ ]% of the total price by wire transfer to the public order of the Shares sold by the Fund in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised)Wachovia Capital Markets, LLC. In the event the Offering does not proceed, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ will not receive any fees under this Agreement; however, for the avoidance of doubt, accountable expenses actually incurred may be payable to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ pursuant to the terms of the principal underwriting agreement relating to the Offering (the “Underwriting Agreement”). (c) Notwithstanding paragraph (a), in the event that the Company Adviser (or the Fund or any person or entity affiliated with the Company, the Fund Adviser or any sub-adviser to the Fund or acting on behalf of or at the direction of any of the foregoing) compensates or agrees to compensate any other broker or dealer participating in the Offering (each, an “Other Broker Broker”) for any services or otherwise in connection with the Offering or with respect to the Fund or its Common Shares (excluding for this purpose any compensation paid directly to the entire underwriting syndicate, as a group, pursuant to the Underwriting Agreement), and whether such compensation be denominated a fee, an expense reimbursement, a set-off, a credit or otherwise (such compensation with respect to any Other Broker, such Other Broker’s “Other Compensation”), then the amount of the Fee shall be increased as and to the extent necessary so that the Fee payable to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ you hereunder, expressed as (i) a dollar amount, (ii) a percentage of the aggregate price to the public of the Common Shares sold by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ you in the Offering (including any Common Shares over-allotted by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering regardless of whether the over-allotment option in the Offering is exercised) or (iii) a percentage of the aggregate price to the public of all Shares sold in the Offering (including any Shares over-allotted you in the Offering regardless of whether the over-allotment option in the Offering is exercised), is no less than the Other Compensation, expressed as (i) a dollar amount, (ii) a percentage of the aggregate price to the public of the Common Shares sold by such Other Broker in the Offering (including any Shares over-allotted by such Other Broker in Offering. In the Offering regardless of whether the over-allotment option in the Offering is exercised) or (iii) a percentage of the aggregate price to the public of all Shares sold in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised), respectively. (d) The Company shall pay the Fee to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ on the closing of the purchase and sale of the Shares pursuant to the Underwriting Agreement by wire transfer to the order of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ using the following wire instructions: Citibank, N.A. Account: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Account #: ▇▇▇-▇▇-▇▇▇ ABA #: ▇▇▇-▇▇▇-▇▇▇ Attention: ▇▇▇▇▇ ▇▇▇▇▇ Ref: Nuveen High Income 2023 Target Term Fund Please notify “▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇” when the wire is sent. (e) The Company acknowledges event that the Fee is in addition NASD fails to any compensation ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ earns issue a “no objections” opinion under Rule 2710 in connection with its role as an underwriter to the offering of the Fund because of the structure of the Fee as contemplated herein, the parties shall work in good faith to change the Offering, which services are distinct from Fee and in addition to the services described aboveamend this Agreement accordingly.

Fee. (a) In consideration of advice to the Company relating to, but not limited to, the design and structuring of, and marketing assistance with respect to, the Fund and the distribution of shares of the Fund’s common shares of beneficial interest, par value $0.01 0.001 per share (the “Shares”), and syndication assistance with respect to the Fund and the distribution of the Shares, including without limitation, views from an investor market, market and distribution and syndication perspective on (i) diversification, proportion and concentration approaches for the Fund’s investments in light of current market conditions, (ii) marketing issues with respect to the Fund’s investment policies and proposed investments, (iiiii) the proportion of the Fund’s assets to invest in the Fund’s strategies and (iv) the overall marketing and positioning thesis for the Fund’s initial public offering of its Shares (the “Offering”), the Company shall pay a fee to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ calculated at [—]% of the aggregate price to the public of the Shares sold by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering (iiiincluding any Shares over-allotted by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering regardless of whether the over-allotment option in the Offering is exercised), equal to $[—] (the “Structuring Fee”). (b) In consideration of advice to the Company relating to, but not limited to, syndication assistance with respect to the Fund and the distribution of the Fund’s Shares, including without limitation, (i) securing syndicate participants for the Offering, (ivii) preparation of marketing and diligence materials for underwriters, (viii) conveying information and market updates to syndicate members and (viiv) coordinating syndicate orders during the Offering, the Company shall pay a fee to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ calculated at (A) [ [—]% of the aggregate price to the public of all the total Shares sold less the Shares sold by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised) and (B) [ ]% of the aggregate price to the public of all Shares sold in the Offering by any other broker or dealer participating in the Offering (each, an “Other Broker”) (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised), equal to $ [ $[—] (the “Syndication Fee” and, together with the Structuring Fee, the “Fee”). (bc) Subject to paragraph (cd), the Structuring Fee paid to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall not exceed [ [—]% of the total price to the public of the Shares sold by the Fund in the Offering (including any and the Syndication Fee paid to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall not exceed [—]% of the total price to the public of the Shares over-allotted sold by the Fund in the Offering regardless of whether the over-allotment option in the Offering is exercised)Offering. In the event the Offering does not proceedclose pursuant to the terms of the principal underwriting agreement relating to the Offering (the “Underwriting Agreement”), ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ will not receive any fees under this Agreement; however, for the avoidance of doubt, accountable expenses actually incurred may be payable to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ pursuant to the terms of the principal underwriting agreement relating to the Offering (the “Underwriting Agreement”). (cd) Notwithstanding paragraph (a), in the event that the Company (or the Fund or any person or entity affiliated with the Company, the Fund or any sub-adviser to the Fund or acting on behalf of or at the direction of any of the foregoing) compensates or agrees to compensate any other broker or dealer participating in the Offering (each, an “Other Broker Broker”) for any services or otherwise in connection with the Offering or with respect to the Fund or its Shares (excluding for this purpose any compensation paid directly to the entire underwriting syndicate, as a group, pursuant to the Underwriting Agreement), whether such compensation be denominated a fee, an expense reimbursement, a set-off, a credit or otherwise (such compensation with respect to any Other Broker, such Other Broker’s “Other Compensation”), then the amount of the Structuring Fee shall be increased as and to the extent necessary so that the Structuring Fee payable to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ hereunder, expressed as (i) both a dollar amount, (ii) amount and a percentage of the aggregate price to the public of the Shares sold by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering (including any Shares over-allotted by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering regardless of whether the over-allotment option in the Offering is exercised) or (iii) a percentage of the aggregate price to the public of all Shares sold in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised), is no less than the Other Compensation, expressed as (i) both a dollar amount, (ii) amount and a percentage of the aggregate price to the public of the Shares sold by such Other Broker in the Offering (including any Shares over-allotted by such Other Broker in the Offering regardless of whether the over-allotment option in the Offering is exercised) or (iii) a percentage of the aggregate price to the public of all Shares sold in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised), respectively. (de) The Company shall pay the Fee to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ on the closing of the purchase and sale of the Shares pursuant to the Underwriting Agreement on Closing Date, by wire transfer to the order of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ using the following wire instructions: Citibank, N.A. Account: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Account #: ▇▇▇-▇▇-▇▇▇ ABA #: ▇▇▇-▇▇▇-▇▇▇ Attention: ▇▇▇▇▇ ▇▇▇▇▇ Ref: Nuveen High Income 2023 Target Term Fund Please notify “▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇” when the wire is sent.[—] (ef) The Company acknowledges that the Fee is in addition to any compensation ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ earns in connection with its role as an underwriter to the Fund in the Offering, which services are distinct from and in addition to the services described above.

Fee. (a) In consideration of advice services to the Company relating to, but not limited to, the design and structuring of, and marketing assistance with respect to, the Fund Trust and the distribution of the Fund’s common its shares of beneficial interestcommon stock, $0.001 par value $0.01 per share (the “Shares”), and syndication assistance with respect to the Fund and the distribution of the Shares, including without limitation, views from an investor market, market and distribution and syndication perspective on (i) marketing issues with respect to the FundTrust’s investment policies and proposed investments, investments and (ii) the overall marketing and positioning thesis for the FundTrust’s initial public offering of its Shares (the “Offering”), (iii) securing syndicate participants for the Offering, (iv) preparation of marketing and diligence materials for underwriters, (v) conveying information and market updates to syndicate members and (vi) coordinating syndicate orders during the Offeringoffering, the Company shall pay a fee to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ calculated at (A) [ [·]% of the aggregate price to the public of all the Shares sold by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering Trust’s initial public offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised) and (B) [ ]% of the aggregate price to the public of all Shares sold in the Offering by any other broker or dealer participating in the Offering (each, an “Other BrokerOffering”) (including any Shares over-allotted by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering regardless of whether the over-allotment option in the Offering is exercised), equal to $ [ $[·] (the “Fee”). (b) . Subject to paragraph (cb), the Fee paid to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall not exceed [ ]% of the total price to the public of the Shares sold by the Fund Trust in the Offering Offering. For purposes of this paragraph (including any a), the number of Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised). In the event the Offering does not proceed, sold by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ will not receive any fees under this Agreement; however, for shall be deemed to include one half of the avoidance number of doubt, accountable expenses actually incurred may be payable to Shares sold by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ pursuant ▇▇▇▇▇ ▇▇▇▇▇▇ LLC, and Citigroup Global Markets Inc. shall be deemed to have sold the terms of the principal underwriting agreement relating to the Offering (the “Underwriting Agreement”)other half. (cb) Notwithstanding paragraph (a), in the event that the Company (or the Fund Trust or any person or entity affiliated with the Company, Company or the Fund or any sub-adviser to the Fund Trust or acting on behalf of or at the direction of any of the foregoing) compensates or agrees to compensate any other broker or dealer that actually sells Shares in the Offering (each, an “Other Broker Broker”) for any services or otherwise solely in connection with the Offering or with respect to the Fund or its Shares (excluding for this purpose any compensation paid directly to the entire underwriting syndicate, as a group, pursuant to the principal underwriting agreement (the “Underwriting Agreement”) relating to the Offering), whether such compensation be denominated a fee, an expense reimbursement, a set-off, a credit or otherwise (such compensation with respect to any Other Broker, such Other Broker’s “Other Compensation”), then the amount of the Fee shall be increased as and to the extent necessary so that the Fee payable to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ hereunder, expressed as (i) a dollar amount, (ii) a percentage of the aggregate price to the public of the Shares sold by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering (including any Shares over-allotted by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering regardless of whether the over-allotment option in the Offering is exercised) or (iii) a percentage of the aggregate price to the public of all Shares sold in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised), is no less than the Other Compensation, expressed as (i) a dollar amount, (ii) a percentage of the aggregate price to the public of the Shares sold by such Other Broker in the Offering Offering. For purposes of this paragraph (including any b), the number of Shares over-allotted sold by such Other Broker in the Offering regardless of whether the over-allotment option in the Offering is exercised) or (iii) a percentage ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall be deemed to include one half of the aggregate price to the public number of all Shares sold in by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ LLC, and Citigroup Global Markets Inc. shall be deemed to have sold the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised), respectivelyother half. (dc) The Company shall pay the Fee to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ on after the closing of the purchase and sale of the Shares pursuant to the Underwriting Agreement and on or before April [·], 2011 by wire transfer to the order of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ using the following wire instructions: Citibank, N.A. Account: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Account #: ▇▇▇-▇▇-▇▇▇ ABA #: ▇▇▇-▇▇▇-▇▇▇ Attention: ▇▇▇▇▇ ▇▇▇▇▇ Ref: Nuveen High Income 2023 Target Term Fund Please notify “▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇” when the wire is sent. (e) . The Company acknowledges that the Fee is in addition to any compensation ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ earns in connection with its role as an underwriter to the Fund Trust in the Offeringits initial public offering, which underwriting services are distinct from and in addition to the marketing and structuring services described above.

Fee. (a) In consideration of advice to the Company relating to, but not limited to, the design and structuring of, and marketing assistance with respect to, the Fund and the distribution of the Fund’s its common shares of beneficial interest, par value $0.01 0.00001 per share (the “Shares”), and syndication assistance with respect to the Fund and the distribution of the Shares, including without limitation, views from an investor market, market and distribution and syndication perspective on (i) diversification, proportion and concentration approaches for the Fund’s investments in light of current market conditions, (ii) marketing issues with respect to the Fund’s investment policies and proposed investments, (iiiii) the proportion of the Fund’s assets to invest in the Fund’s strategies, and (iv) the overall marketing and positioning thesis for the Fund’s initial public offering of its Shares (the “Offering”), (iii) securing syndicate participants for the Offering, (iv) preparation of marketing and diligence materials for underwriters, (v) conveying information and market updates to syndicate members and (vi) coordinating syndicate orders during the Offeringoffering, the Company shall pay a fee to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ calculated at (A) [ ]1.35% of the aggregate price to the public of all the Shares sold by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering Fund’s initial public offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised) and (B) [ ]% of the aggregate price to the public of all Shares sold in the Offering by any other broker or dealer participating in the Offering (each, an “Other BrokerOffering”) (including any Shares over-allotted by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering regardless of whether the over-allotment option in the Offering is exercised), equal to $ [ ] (the “Fee”). (b) . Subject to paragraph (cb), the Fee paid to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall not exceed [ ]% of the total price to the public of the Shares sold by the Fund in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised)Offering. In the event the Offering does not proceed, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ will not receive any fees under this Agreement; however, for the avoidance of doubt, accountable expenses actually incurred may be payable to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ pursuant to the terms of the principal underwriting agreement relating to the Offering (the “Underwriting Agreement”). (cb) Notwithstanding paragraph (a), in the event that the Company (or the Fund or any person or entity affiliated with the Company, the Fund or any sub-adviser to the Fund or acting on behalf of or at the direction of any of the foregoing) compensates or agrees to compensate any other broker or dealer participating in the Offering (each, an “Other Broker Broker”) for any services or otherwise in connection with the Offering or with respect to the Fund or its Shares (excluding for this purpose any compensation paid directly to the entire underwriting syndicate, as a group, pursuant to the Underwriting Agreement), whether such compensation be denominated a fee, an expense reimbursement, a set-off, a credit or otherwise (such compensation with respect to any Other Broker, such Other Broker’s “Other Compensation”), then the amount of the Fee shall be increased as and to the extent necessary so that the Fee payable to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ hereunder, expressed as (i) a dollar amount, (ii) a percentage of the aggregate price to the public of the Shares sold by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering (including any Shares over-allotted by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering regardless of whether the over-allotment option in the Offering is exercised) or (iii) a percentage of the aggregate price to the public of all Shares sold in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised), is no less than the Other Compensation, expressed as (i) a dollar amount, (ii) a percentage of the aggregate price to the public of the Shares sold by such Other Broker in the Offering (including any Shares over-allotted by such Other Broker in the Offering regardless of whether the over-allotment option in the Offering is exercised). This paragraph 1(b) or (iii) a percentage of will not apply to any Other Compensation paid to any Other Broker who is designated as the aggregate price to the public of all Shares sold lead manager in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised), respectivelyOffering. (dc) The Company shall pay the Fee to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ on the closing of the purchase and sale of the Shares pursuant to the Underwriting Agreement on [—], 2013 by wire transfer to the order of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ using the following wire instructions: Citibank, N.A. Account: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Account #: ▇▇▇-▇▇-▇▇▇ ABA #: ▇▇▇-▇▇▇-▇▇▇ Attention: ▇▇▇▇▇ ▇▇▇▇▇ Ref: Nuveen High Income 2023 Target Term Fund Please notify “▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇” when the wire is sent. (e) . The Company acknowledges that the Fee is in addition to any compensation ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ earns in connection with its role as an underwriter to the Fund in the Offering, which services are distinct from and in addition to the marketing and structuring services described above.

Fee. (a) In consideration of advice to the Company relating to, but not limited to, the design and structuring of, and marketing assistance with respect to, the Fund and the distribution of the Fund’s common shares of beneficial interest, par value $0.01 per share (the “Shares”), and syndication assistance with respect to the Fund and the distribution of the Shares, including without limitation, views from an investor market, distribution and syndication perspective on (i) marketing issues with respect to the Fund’s investment policies and proposed investments, (ii) the overall marketing and positioning thesis for the Fund’s initial public offering of its Shares (the “Offering”), (iii) securing syndicate participants for the Offering, (iv) preparation of marketing and diligence materials for underwriters, (v) conveying information and market updates to syndicate members and (vi) coordinating syndicate orders during the Offering, the Company shall pay a fee to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ calculated at (A) [ ]1.00% of the aggregate price to the public of all Shares sold by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised) and (B) [ ]0.50% of the aggregate price to the public of all Shares sold in the Offering by any other broker or dealer participating in the Offering (each, an “Other Broker”) other than BofA Securities, Inc., UBS Securities LLC, ▇▇▇▇▇ Fargo Securities, LLC, Nuveen Securities, LLC, Ameriprise Financial Services, LLC, RBC Capital Markets, LLC and ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & Company, Incorporated (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised), equal to $ [ ] $3,723,023.63 (the “Fee”). (b) Subject to paragraph (c), the Fee paid to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall not exceed [ ]1.00% of the total price to the public of the Shares sold by the Fund in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised). In the event the Offering does not proceed, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ will not receive any fees under this Agreement; however, for the avoidance of doubt, accountable expenses actually incurred may be payable to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ pursuant to the terms of the principal underwriting agreement relating to the Offering (the “Underwriting Agreement”). (c) Notwithstanding paragraph (a), in the event that the Company (or the Fund or any person or entity affiliated with the Company, the Fund or any sub-adviser to the Fund or acting on behalf of or at the direction of any of the foregoing) compensates or agrees to compensate any Other Broker for any services or otherwise in connection with the Offering or with respect to the Fund or its Shares (excluding for this purpose any compensation paid directly to the entire underwriting syndicate, as a group, pursuant to the Underwriting Agreement), whether such compensation be denominated a fee, an expense reimbursement, a set-off, a credit or otherwise (such compensation with respect to any Other Broker, such Other Broker’s “Other Compensation”), then the amount of the Fee shall be increased as and to the extent necessary so that the Fee payable to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ hereunder, expressed as (i) a dollar amount, (ii) a percentage of the aggregate price to the public of the Shares sold by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering (including any Shares over-allotted by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering regardless of whether the over-allotment option in the Offering is exercised) or (iii) a percentage of the aggregate price to the public of all Shares sold in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised), is no less than the Other Compensation, expressed as (i) a dollar amount, (ii) a percentage of the aggregate price to the public of the Shares sold by such Other Broker in the Offering (including any Shares over-allotted by such Other Broker in the Offering regardless of whether the over-allotment option in the Offering is exercised) or (iii) a percentage of the aggregate price to the public of all Shares sold in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised), respectively. (d) The Company shall pay the Fee to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ on the closing of the purchase and sale of the Shares pursuant to the Underwriting Agreement by wire transfer to the order of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ using the following wire instructions: Citibank, N.A. Account: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Account #: ▇▇▇-▇▇-▇▇▇ ABA #: ▇▇▇-▇▇▇-▇▇▇ Attention: ▇▇▇▇▇ ▇▇▇▇▇ Ref: Nuveen High Income 2023 Target Term Dynamic Municipal Opportunities Fund Please notify “▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇” when the wire is sent. (e) The Company acknowledges that the Fee is in addition to any compensation ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ earns in connection with its role as an underwriter to the Fund in the Offering, which services are distinct from and in addition to the services described above.

Fee. (a) In consideration of advice to the Company relating to, but not limited to, the design and structuring of, and marketing assistance with respect to, the Fund and the distribution of the Fund’s its common shares of beneficial interest, par value $0.01 per share interest (the “Shares”), and syndication assistance with respect to the Fund and the distribution of the Shares, [including without limitation, views from an investor market, market and distribution and syndication perspective on (i) diversification, proportion and concentration approaches for the Fund’s investments in light of current market conditions, (ii) marketing issues with respect to the Fund’s investment policies and proposed investments, (iiiii) the proportion of the Fund’s assets to invest in the Fund’s strategies, and (iv) the overall marketing and positioning thesis for the Fund’s initial public offering of its Shares (the “Offering”), (iii) securing syndicate participants for the Offering, (iv) preparation of marketing and diligence materials for underwriters, (v) conveying information and market updates to syndicate members and (vi) coordinating syndicate orders during the Offering, offering,] the Company shall pay a fee to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ calculated at (A) [ ]% of the aggregate price to the public of all the Shares sold by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering Fund’s initial public offering (the “Offering”) (including any Shares over-over allotted by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering regardless of whether the over-allotment option in the Offering is exercised) and (B) [ ]% of the aggregate price to the public of all Shares sold in the Offering by any other broker or dealer participating in the Offering (each, an “Other Broker”) (including any Shares over-allotted in the Offering regardless of whether the over-over allotment option in the Offering is exercised), equal to $ $[ ] (the “Fee”). (b) . Subject to paragraph (cb), the Fee paid to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall not exceed [ ]% of the total price to the public of the Shares sold by the Fund in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised). In the event the Offering does not proceed, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ will not receive any fees under this Agreement; however, for the avoidance of doubt, accountable expenses actually incurred may be payable to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ pursuant to the terms of the principal underwriting agreement relating to the Offering (the “Underwriting Agreement”)Offering. (cb) Notwithstanding paragraph (a), in the event that the Company (or the Fund or any person or entity affiliated with the Company, the Fund or any sub-adviser subadviser to the Fund or acting on behalf of or at the direction of any of the foregoing) compensates or agrees to compensate any other broker or dealer participating in the Offering (each, an “Other Broker Broker”) for any services or otherwise in connection with the Offering or with respect to the Fund or its Shares (excluding for this purpose any compensation paid directly to the entire underwriting syndicate, as a group, pursuant to the principal underwriting agreement (the “Underwriting Agreement”) relating to the Offering), whether such compensation be denominated a fee, an expense reimbursement, a set-off, a credit or otherwise (such compensation with respect to any Other Broker, such Other Broker’s “Other Compensation”), then the amount of the Fee shall be increased as and to the extent necessary so that the Fee payable to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ hereunder, expressed as (i) a dollar amount, (ii) a percentage of the aggregate price to the public of the Shares sold by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering (including any Shares over-allotted by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering regardless of whether the over-allotment option in the Offering is exercised) or (iii) a percentage of the aggregate price to the public of all Shares sold in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised), is no less than the Other Compensation, expressed as (i) a dollar amount, (ii) a percentage of the aggregate price to the public of the Shares sold by such Other Broker in the Offering (including any Offering. For purposes of paragraphs 1(a) and 1(b), the number of Shares over-allotted sold by such Other Broker in the Offering regardless of whether the over-allotment option in the Offering is exercised) or (iii) a percentage ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall be deemed to equal one half of the aggregate price to the public number of all Shares sold in by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ LLC, and Citigroup Global Markets Inc. shall be deemed to have sold the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised), respectivelyother half . (dc) The Company shall pay the Fee to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ on the closing of the purchase and sale of the Shares pursuant to the Underwriting Agreement or before [ ], 2011 by wire transfer to the order of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ using the following wire instructions: Citibank, N.A. Account: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Account #: ▇▇▇-▇▇-▇▇▇ ABA #: ▇▇▇-▇▇▇-▇▇▇ Attention: ▇▇▇▇▇ ▇▇▇▇▇ Ref: Nuveen High Income 2023 Target Term Fund Please notify “▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇” when the wire is sent. (e) . The Company acknowledges that the Fee is in addition to any compensation ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ earns in connection with its role as an underwriter to the Fund in the Offering, which services are distinct from and in addition to the marketing and structuring services described above.

Fee. (a) In consideration of advice to the Company relating to, but not limited to, advice relating to the structure, design and structuring of, and marketing assistance with respect to, organization of the Fund as well as services related to the sale and the distribution of the Fund’s common shares of beneficial interest, par value $0.01 0.00001 per share (the “Shares”), and syndication assistance with respect to the Fund and the distribution of the Shares, including without limitation, views from an investor market, distribution and syndication perspective on (i) marketing issues with respect to the Fund’s investment policies and proposed investments, (ii) the overall marketing and positioning thesis for the Fund’s initial public offering of its Shares (the “Offering”), (iii) securing syndicate participants for the Offering, (iv) preparation of marketing and diligence materials for underwriters, (v) conveying information and market updates to syndicate members and (vi) coordinating syndicate orders during the Offering, the Company shall pay a fee to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ calculated at (A) [ [—]% of the aggregate price to the public of all the Shares sold by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering Fund’s initial public offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised) and (B) [ ]% of the aggregate price to the public of all Shares sold in the Offering by any other broker or dealer participating in the Offering (each, an “Other BrokerOffering”) (including any Shares over-allotted by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering regardless of whether the over-allotment option in the Offering is exercised), equal to $ [ ] (the “Fee”). (b) Subject to paragraph (c), the . The Fee paid to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall not exceed [ ]% of the total price to the public of the Shares sold by the Fund in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised). In the event the Offering does not proceed, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ will not receive any fees under this Agreement; however, for the avoidance of doubt, accountable expenses actually incurred may be payable to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ pursuant to the terms of the principal underwriting agreement relating to the Offering (the “Underwriting Agreement”)Offering. (cb) Notwithstanding paragraph (a), in the event that the Company (or the Fund or any person or entity affiliated with the Company, the Fund or any sub-adviser subadviser to the Fund or acting on behalf of or at the direction of any of the foregoing) compensates or agrees to compensate any other broker or dealer participating in the Offering (each, an “Other Broker Broker”) for any services or otherwise in connection with the Offering or with respect to the Fund or its Shares (excluding for this purpose any compensation paid directly to the entire underwriting syndicate, as a group, pursuant to the principal underwriting agreement (the “Underwriting Agreement”) relating to the Offering), whether such compensation be denominated a fee, an expense reimbursement, a set-off, a credit or otherwise (such compensation with respect to any Other Broker, such Other Broker’s “Other Compensation”), then the amount of the Fee shall be increased as and to the extent necessary so that the Fee payable to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ hereunder, expressed as (i) a dollar amount, (ii) a percentage of the aggregate price to the public of the Shares sold by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering (including any Shares over-allotted by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering regardless of whether the over-allotment option in the Offering is exercised) or (iii) a percentage of the aggregate price to the public of all Shares sold in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised), is no less than the Other Compensation, expressed as (i) a dollar amount, (ii) a percentage of the aggregate price to the public of the Shares sold by such Other Broker in the Offering Offering. For purposes of this paragraph (including any b), the number of Shares over-allotted sold by such Other Broker in the Offering regardless of whether the over-allotment option in the Offering is exercised) or (iii) a percentage ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall be deemed to include one half of the aggregate price to the public number of all Shares sold in by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ LLC, and Citigroup Global Markets Inc. shall be deemed to have sold the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised), respectivelyother half. (dc) The Company shall pay the Fee to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ on before the closing of the purchase and sale of the Shares pursuant to the Underwriting Agreement on [—], 2010 by wire transfer to the order of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ using the following wire instructions: Citibank, N.A. Account: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Account #: ▇▇▇-▇▇-▇▇▇ ABA #: ▇▇▇-▇▇▇-▇▇▇ Attention: ▇▇▇▇▇ ▇▇▇▇▇ Ref: Nuveen High Income 2023 Target Term Fund Please notify “▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇” when the wire is sent. (e) . The Company acknowledges that the Fee is in addition to any compensation ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ earns in connection with its role as an underwriter to the Fund in the Offeringits initial public offering, which services are distinct from and in addition to the marketing and structuring services described above.

Fee. (a) In consideration of advice to the Company Adviser relating to, but not limited to, the design and structuring of, and marketing assistance with respect to, the Fund and the distribution of shares of the Fund’s common shares of beneficial interest, par value $0.01 0.0001 per share (the “Shares”), and syndication assistance with respect to the Fund and the distribution of the Shares, including without limitation, views from an investor market, market and distribution and syndication perspective on (i) diversification, proportion and concentration approaches for the Fund’s investments in light of current market conditions, (ii) marketing issues with respect to the Fund’s investment policies and proposed investments, (iiiii) the proportion of the Fund’s assets to invest in the Fund’s strategies and (iv) the overall marketing and positioning thesis for the Fund’s initial public offering of its Shares (the “Offering”), (iii) securing syndicate participants for the Offering, (iv) preparation of marketing and diligence materials for underwriters, (v) conveying information and market updates to syndicate members and (vi) coordinating syndicate orders during the Offering, the Company Adviser shall pay a fee to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ calculated at (A) [ ]% [•] of the aggregate price to the public of all the Shares sold by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised) and (B) [ ]% of the aggregate price to the public of all Shares sold in the Offering by any other broker or dealer participating in the Offering (each, an “Other Broker”) (including any Shares over-allotted ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering regardless of whether the over-allotment option in the Offering is exercised), equal to $ [ $[•] (the “Fee”). (b) . Subject to paragraph (cb), the Fee paid to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall not exceed [ ]% [•]% of the total price to the public of the Shares sold by the Fund in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised)Offering. In the event the Offering does not proceed, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ will not receive any fees under this Agreement; however, for the avoidance of doubt, accountable expenses actually incurred may be payable to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ pursuant to the terms of the principal underwriting agreement relating to the Offering (the “Underwriting Agreement”). (cb) Notwithstanding paragraph (a), in the event that the Company Adviser (or the Fund or any person or entity affiliated with the CompanyAdviser, the Fund or any sub-adviser to the Fund or acting on behalf of or at the direction of any of the foregoing) compensates or agrees to compensate any other broker or dealer participating in the Offering (each, an “Other Broker Broker”) for any services or otherwise in connection with the Offering or with respect to the Fund or its Shares (excluding for this purpose any compensation paid directly to the entire underwriting syndicate, as a group, pursuant to the Underwriting Agreement), whether such compensation be denominated a fee, an expense reimbursement, a set-off, a credit or otherwise (such compensation with respect to any Other Broker, such Other Broker’s “Other Compensation”), then the amount of the Fee shall be increased as and to the extent necessary so that the Fee payable to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ hereunder, expressed as (i) a dollar amount, (ii) a percentage of the aggregate price to the public of the Shares sold by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering (including any Shares over-allotted by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering regardless of whether the over-allotment option in the Offering is exercised) or (iii) a percentage of the aggregate price to the public of all Shares sold in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised), is no less than the Other Compensation, expressed as (i) a dollar amount, (ii) a percentage of the aggregate price to the public of the Shares sold by such Other Broker in the Offering (including any Shares over-allotted by such Other Broker in the Offering regardless of whether the over-allotment option in the Offering is exercised) or (iii) a percentage of the aggregate price to the public of all Shares sold in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised), respectively. (dc) The Company Adviser shall pay the Fee to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ on the closing of the purchase and sale of the Shares pursuant to the Underwriting Agreement on [•], 2018, by wire transfer to the order of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ using the following wire instructions: Citibank, N.A. Account: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Account #: ▇▇▇-▇▇-▇▇▇ ABA #: ▇▇▇-▇▇▇-▇▇▇ Attention: ▇▇▇▇▇ ▇▇▇▇▇ Ref: Nuveen High Income 2023 Target Term Fund Please notify “▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇” when the wire is sent.[•] (ed) The Company Adviser acknowledges that the Fee is in addition to any compensation ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ earns in connection with its role as an underwriter to the Fund in the Offering, which services are distinct from and in addition to the services described above.

Fee. (a) In consideration of advice to the Company relating to, but not limited to, the design and structuring of, and marketing assistance with respect to, the Fund and the distribution of the Fund’s common shares of beneficial interest, par value $0.01 per share (the “Shares”), and syndication assistance with respect to the Fund and the distribution of the Shares, including without limitation, views from an investor market, distribution and syndication perspective on (i) marketing issues with respect to the Fund’s investment policies and proposed investments, (ii) the overall marketing and positioning thesis for the Fund’s initial public offering of its Shares (the “Offering”), (iii) securing syndicate participants for the Offering, (iv) preparation of marketing and diligence materials for underwriters, (v) conveying information and market updates to syndicate members and (vi) coordinating syndicate orders during the Offering, the Company shall pay a fee to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ calculated at (A) [ ]0.50% of the aggregate price to the public of all Shares sold in the Offering (whether sold by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised) and (B) [ ]% of the aggregate price to the public of all Shares sold in the Offering by or any other broker or dealer participating in the Offering (each, an “Other Broker”) (and including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised), equal to $ $[ ] (the “Fee”). (b) Subject to paragraph (c), the Fee paid to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall not exceed [ ]0.50% of the total price to the public of the Shares sold by the Fund in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised). In the event the Offering does not proceed, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ will not receive any fees under this Agreement; however, for the avoidance of doubt, accountable expenses actually incurred may be payable to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ pursuant to the terms of the principal underwriting agreement relating to the Offering (the “Underwriting Agreement”). (c) Notwithstanding paragraph (a), in the event that the Company (or the Fund or any person or entity affiliated with the Company, the Fund or any sub-adviser to the Fund or acting on behalf of or at the direction of any of the foregoing) compensates or agrees to compensate any Other Broker for any services or otherwise in connection with the Offering or with respect to the Fund or its Shares (excluding for this purpose any compensation paid directly to the entire underwriting syndicate, as a group, pursuant to the Underwriting Agreement), whether such compensation be denominated a fee, an expense reimbursement, a set-off, a credit or otherwise (such compensation with respect to any Other Broker, such Other Broker’s “Other Compensation”), then the amount of the Fee shall be increased as and to the extent necessary so that the Fee payable to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ hereunder, expressed as (i) a dollar amount, (ii) a percentage of the aggregate price to the public of the Shares sold by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering (including any Shares over-allotted by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering regardless of whether the over-allotment option in the Offering is exercised) or (iii) a percentage of the aggregate price to the public of all Shares sold in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised), is no less than the Other Compensation, expressed as (i) a dollar amount, (ii) a percentage of the aggregate price to the public of the Shares sold by such Other Broker in the Offering (including any Shares over-allotted by such Other Broker in the Offering regardless of whether the over-allotment option in the Offering is exercised) or (iii) a percentage of the aggregate price to the public of all Shares sold in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised), respectively. (d) The Company shall pay the Fee to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ on the closing of the purchase and sale of the Shares pursuant to the Underwriting Agreement by wire transfer to the order of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ using the following wire instructions: Citibank, N.A. Account: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Account #: ▇▇▇-▇▇-▇▇▇ ABA #: ▇▇▇-▇▇▇-▇▇▇ Attention: ▇▇▇▇▇ ▇▇▇▇▇ Ref: Nuveen High Income 2023 December 2019 Target Term Fund Please notify “▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇” when the wire is sent. (e) The Company acknowledges that the Fee is in addition to any compensation ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ earns in connection with its role as an underwriter to the Fund in the Offering, which services are distinct from and in addition to the services described above.

Fee. (a) In consideration of advice to the Company relating to, but not limited to, the design and structuring of, and marketing assistance with respect to, the Fund and the distribution of the Fund’s common shares of beneficial interest, par value $0.01 per share (the “Shares”), and syndication assistance with respect to the Fund and the distribution of the Shares, including without limitation, views from an investor market, distribution and syndication perspective on (i) marketing issues with respect to the Fund’s investment policies and proposed investments, (ii) the overall marketing and positioning thesis for the Fund’s initial public offering of its Shares (the “Offering”), (iii) securing syndicate participants for the Offering, (iv) preparation of marketing and diligence materials for underwriters, (v) conveying information and market updates to syndicate members and (vi) coordinating syndicate orders during the Offering, the Company shall pay a fee to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ calculated at (A) [ ]0.50% of the aggregate price to the public of all Shares sold in the Offering (whether sold by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised) and (B) [ ]% of the aggregate price to the public of all Shares sold in the Offering by or any other broker or dealer participating in the Offering (each, an “Other Broker”) (and including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised), equal to $ [ ] $1,378,439.10 (the “Fee”). (b) Subject to paragraph (c), the Fee paid to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall not exceed [ ]0.50% of the total price to the public of the Shares sold by the Fund in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised). In the event the Offering does not proceed, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ will not receive any fees under this Agreement; however, for the avoidance of doubt, accountable expenses actually incurred may be payable to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ pursuant to the terms of the principal underwriting agreement relating to the Offering (the “Underwriting Agreement”). (c) Notwithstanding paragraph (a), in the event that the Company (or the Fund or any person or entity affiliated with the Company, the Fund or any sub-adviser to the Fund or acting on behalf of or at the direction of any of the foregoing) compensates or agrees to compensate any Other Broker for any services or otherwise in connection with the Offering or with respect to the Fund or its Shares (excluding for this purpose any compensation paid directly to the entire underwriting syndicate, as a group, pursuant to the Underwriting Agreement), whether such compensation be denominated a fee, an expense reimbursement, a set-off, a credit or otherwise (such compensation with respect to any Other Broker, such Other Broker’s “Other Compensation”), then the amount of the Fee shall be increased as and to the extent necessary so that the Fee payable to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ hereunder, expressed as (i) a dollar amount, (ii) a percentage of the aggregate price to the public of the Shares sold by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering (including any Shares over-allotted by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering regardless of whether the over-allotment option in the Offering is exercised) or (iii) a percentage of the aggregate price to the public of all Shares sold in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised), is no less than the Other Compensation, expressed as (i) a dollar amount, (ii) a percentage of the aggregate price to the public of the Shares sold by such Other Broker in the Offering (including any Shares over-allotted by such Other Broker in the Offering regardless of whether the over-allotment option in the Offering is exercised) or (iii) a percentage of the aggregate price to the public of all Shares sold in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised), respectively. (d) The Company shall pay the Fee to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ on the closing of the purchase and sale of the Shares pursuant to the Underwriting Agreement by wire transfer to the order of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ using the following wire instructions: Citibank, N.A. Account: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Account #: ▇▇▇-▇▇-▇▇▇ ABA #: ▇▇▇-▇▇▇-▇▇▇ Attention: ▇▇▇▇▇ ▇▇▇▇▇ Ref: Nuveen High Income 2023 December 2019 Target Term Fund Please notify “▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇” when the wire is sent. (e) The Company acknowledges that the Fee is in addition to any compensation ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ earns in connection with its role as an underwriter to the Fund in the Offering, which services are distinct from and in addition to the services described above.

Fee. (a) In consideration of advice to the Company relating to, but not limited to, the design and structuring of, and marketing assistance with respect to, the Fund and the distribution of the Fund’s common shares of beneficial interest, par value $0.01 per share (the “Shares”), and syndication assistance with respect to the Fund and the distribution of the Shares, including without limitation, views from an investor market, distribution and syndication perspective on (i) marketing issues with respect to the Fund’s investment policies and proposed investments, (ii) the overall marketing and positioning thesis for the Fund’s initial public offering of its Shares (the “Offering”), (iii) securing syndicate participants for the Offering, (iv) preparation of marketing and diligence materials for underwriters, (v) conveying information and market updates to syndicate members and (vi) coordinating syndicate orders during the Offering, the Company shall pay a fee to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ calculated at (A) [ ]0.70% of the aggregate price to the public of all Shares sold by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised) and (B) [ ]0.50% of the aggregate price to the public of all Shares sold in the Offering by any other broker or dealer participating in the Offering (each, an “Other Broker”) (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised), equal to $ [ ] $841,722.06 (the “Fee”). (b) Subject to paragraph (c), the Fee paid to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall not exceed [ ]0.70% of the total price to the public of the Shares sold by the Fund in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised). In the event the Offering does not proceed, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ will not receive any fees under this Agreement; however, for the avoidance of doubt, accountable expenses actually incurred may be payable to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ pursuant to the terms of the principal underwriting agreement relating to the Offering (the “Underwriting Agreement”). (c) Notwithstanding paragraph (a), in the event that the Company (or the Fund or any person or entity affiliated with the Company, the Fund or any sub-adviser to the Fund or acting on behalf of or at the direction of any of the foregoing) compensates or agrees to compensate any Other Broker for any services or otherwise in connection with the Offering or with respect to the Fund or its Shares (excluding for this purpose any compensation paid directly to the entire underwriting syndicate, as a group, pursuant to the Underwriting Agreement), whether such compensation be denominated a fee, an expense reimbursement, a set-off, a credit or otherwise (such compensation with respect to any Other Broker, such Other Broker’s “Other Compensation”), then the amount of the Fee shall be increased as and to the extent necessary so that the Fee payable to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ hereunder, expressed as (i) a dollar amount, (ii) a percentage of the aggregate price to the public of the Shares sold by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering (including any Shares over-allotted by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering regardless of whether the over-allotment option in the Offering is exercised) or (iii) a percentage of the aggregate price to the public of all Shares sold in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised), is no less than the Other Compensation, expressed as (i) a dollar amount, (ii) a percentage of the aggregate price to the public of the Shares sold by such Other Broker in the Offering (including any Shares over-allotted by such Other Broker in the Offering regardless of whether the over-allotment option in the Offering is exercised) or (iii) a percentage of the aggregate price to the public of all Shares sold in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised), respectively. (d) The Company shall pay the Fee to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ on the closing of the purchase and sale of the Shares pursuant to the Underwriting Agreement by wire transfer to the order of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ using the following wire instructions: Citibank, N.A. Account: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Account #: ▇▇▇-▇▇-▇▇▇ ABA #: ▇▇▇-▇▇▇-▇▇▇ Attention: ▇▇▇▇▇ ▇▇▇▇▇ Ref: Nuveen High Income 2023 Emerging Markets Debt 2022 Target Term Fund Please notify “▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇” when the wire is sent. (e) The Company acknowledges that the Fee is in addition to any compensation ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ earns in connection with its role as an underwriter to the Fund in the Offering, which services are distinct from and in addition to the services described above.

Fee. (a) In consideration of advice to the Company relating to, but not limited to, the design and structuring ofdesign, structure, corporate finance and marketing assistance with respect to, of the Fund and the for assistance in connection with distribution of the Fund’s common shares of beneficial interest, par value $0.01 per share (the “Shares”), and syndication assistance with respect to the Fund and the distribution of the Shares, including without limitation, views from an investor market, distribution and syndication perspective on (i) marketing issues with respect to the Fund’s as a closed-end investment policies and proposed investments, (ii) the overall marketing and positioning thesis for the Fund’s initial public offering of its Shares (the “Offering”), (iii) securing syndicate participants for the Offering, (iv) preparation of marketing and diligence materials for underwriters, (v) conveying information and market updates to syndicate members and (vi) coordinating syndicate orders during the Offeringcompany, the Company shall pay a fee to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ you calculated at (A) [ ]based on 1.25% of the aggregate price to the public of all Shares the common shares of beneficial interest of the Fund sold by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering Fund’s initial public offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised) and (B) [ ]% of the aggregate price to the public of all Shares sold in the Offering by any other broker or dealer participating in the Offering (each, an “Other BrokerOffering”) (including any Shares common shares of the Fund over-allotted by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering regardless of whether the over-allotment option in the Offering is exercised), equal to $ [ ] $8,291,751 (the “Fee”). (b) Subject to paragraph (c), the Fee paid to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall not exceed [ ]% of the total price to the public of the Shares sold by the Fund in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised). In the event the Offering does not proceed, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ will not receive any fees under this Agreement; however, for the avoidance of doubt, accountable expenses actually incurred may be payable to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ pursuant to the terms of the principal underwriting agreement relating to the Offering (the “Underwriting Agreement”). (c) Notwithstanding paragraph (aSection 1(a), in the event that the Company (or the Fund or any person or entity affiliated with the Company, the Fund Company or any sub-adviser to the Fund or acting on behalf of or at the direction of any of the foregoingCompany or the Fund) compensates or agrees to compensate any broker or dealer participating in the Offering (each, an “Other Broker Broker”) for any services or otherwise in connection with the Offering or with respect to the Fund or its Shares (excluding for this purpose any compensation paid directly to the entire underwriting syndicate, as a group, pursuant to the Underwriting Agreementprincipal underwriting agreement relating to the Offering), whether such compensation be denominated as a fee, an expense reimbursement, a set-off, a credit or otherwise (such compensation with respect to any Other Broker, such Other Broker’s “Other Compensation”), then the amount of the Fee shall be increased as and to the extent necessary so that the Fee payable to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ hereunder, expressed as (i) a dollar amount, (ii) a percentage of the aggregate price to the public of the Shares common shares of the Fund sold by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering (including any Shares common shares of the Fund over-allotted by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering regardless of whether the over-allotment option in the Offering is exercised) or (iii) a percentage of the aggregate price to the public of all Shares sold in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised), is no less than the Other Compensation, expressed as (i) a dollar amount, (ii) a percentage of the aggregate price to the public of the Shares common shares of the Fund sold by such Other Broker in the Offering (including any Shares over-allotted by such Other Broker in the Offering regardless of whether the over-allotment option in the Offering is exercised) or (iii) a percentage of the aggregate price to the public of all Shares sold in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised), respectivelyOffering. (dc) The Company shall pay the Fee paid to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ on the closing shall not exceed 1.38% of the purchase and sale total price to the public of the Shares pursuant to common shares sold in the Underwriting Agreement Offering. The Fee shall be paid on or before June 29, 2006 and shall be made by wire transfer to the order of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ using the following wire instructions: Citibank, N.A. Account: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Account #: ▇▇▇-▇▇-▇▇▇ ABA #: ▇▇▇-▇▇▇-▇▇▇ Attention: ▇▇▇▇▇ ▇▇▇▇▇ Ref: Nuveen High Income 2023 Target Term Fund Please notify “▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇” when the wire is sent. (e) . The Company acknowledges that the Fee is in addition to any compensation ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ earns you earn in connection with its your role as an underwriter to the Fund in the Offeringits initial public offering, which services are distinct from and in addition to the market and structuring services described above.

Fee. (a) In consideration of advice to the Company relating to, but not limited to, the design and structuring of, and marketing assistance with respect to, the Fund and the distribution of the Fund’s its common shares of beneficial interest, par value $0.01 per share (the “Shares”), and syndication assistance with respect to the Fund and the distribution of the Shares, including without limitation, views from an investor market, distribution and syndication perspective on (i) marketing issues with respect to the Fund’s investment policies and proposed investments, (ii) the overall marketing and positioning thesis for the Fund’s initial public offering of its Shares (the “Offering”), (iii) securing syndicate participants for the Offering, (iv) preparation of marketing and diligence materials for underwriters, (v) conveying information and market updates to syndicate members and (vi) coordinating syndicate orders during the Offering, the Company shall pay a fee to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ calculated at (A) [ ]1.25% of the aggregate price to the public of all the Shares sold by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering Fund’s initial public offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised) and (B) [ ]% of the aggregate price to the public of all Shares sold in the Offering by any other broker or dealer participating in the Offering (each, an “Other BrokerOffering”) (including any Shares over-allotted by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering regardless of whether the over-allotment option in the Offering is exercised), equal to $ [ ] (the “Fee”). (b) . Subject to paragraph (cb), the Fee paid to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall not exceed [ ]% of the total price to the public of the Shares sold by the Fund in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised). In the event the Offering does not proceed, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ will not receive any fees under this Agreement; however, for the avoidance of doubt, accountable expenses actually incurred may be payable to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ pursuant to the terms of the principal underwriting agreement relating to the Offering (the “Underwriting Agreement”)Offering. (cb) Notwithstanding paragraph (a), in the event that the Company (or the Fund or any person or entity affiliated with the Company, the Fund or any sub-adviser subadviser to the Fund or acting on behalf of or at the direction of any of the foregoing) compensates or agrees to compensate any other broker or dealer participating in the Offering (each, an “Other Broker Broker”) for any services or otherwise in connection with the Offering or with respect to the Fund or its Shares (excluding for this purpose any compensation paid directly to the entire underwriting syndicate, as a group, pursuant to the principal underwriting agreement (the “Underwriting Agreement”) relating to the Offering), whether such compensation be denominated a fee, an expense reimbursement, a set-off, a credit or otherwise otherwise, except for compensation in the form of a trailing fee which is payable to an Other Broker on a periodic basis after the Offering for distribution and/or services in connection with the Offering, (such compensation with respect to any Other Broker, such Other Broker’s “Other Compensation”), then the amount of the Fee shall be increased as and to the extent necessary so that the Fee payable to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ hereunder, expressed as (i) a dollar amount, (ii) a percentage of the aggregate price to the public of the Shares sold by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering (including any Shares over-allotted by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering regardless of whether the over-allotment option in the Offering is exercised) or (iii) a percentage of the aggregate price to the public of all Shares sold in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised), is no less than the Other Compensation, expressed as (i) a dollar amount, (ii) a percentage of the aggregate price to the public of the Shares sold by such Other Broker in the Offering (including any Shares over-allotted by such Other Broker in the Offering regardless of whether the over-allotment option in the Offering is exercised) or (iii) a percentage of the aggregate price to the public of all Shares sold in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised), respectivelyOffering. (dc) The Company shall pay the Fee to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ on before the closing of the purchase and sale of the Shares pursuant to the Underwriting Agreement on [first closing date] by wire transfer to the order of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ using the following wire instructions: Citibank, N.A. Account: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Account #: ▇▇▇-▇▇-▇▇▇ ABA #: ▇▇▇-▇▇▇-▇▇▇ Attention: ▇▇▇▇▇ ▇▇▇▇▇ Ref: Nuveen High Income 2023 Target Term Fund Please notify “▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇” when the wire is sent. (e) . The Company acknowledges that the Fee is in addition to any compensation ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ earns in connection with its role as an underwriter to the Fund in the Offeringits initial public offering, which services are distinct from and in addition to the marketing and structuring services described above.

Fee. (a) In consideration of advice to the Company relating to, but not limited to, the design and structuring of, and marketing assistance with respect to, the Fund and the distribution of the Fund’s common shares of beneficial interest, par value $0.01 per share (the “Shares”), and syndication assistance with respect to the Fund and the distribution of the Shares, including without limitation, views from an investor market, distribution and syndication perspective on (i) marketing issues with respect to the Fund’s investment policies and proposed investments, (ii) the overall marketing and positioning thesis for the Fund’s 's initial public offering of its Shares (the “Offering”), (iii) securing syndicate participants for the Offering, (iv) preparation of marketing and diligence materials for underwriters, (v) conveying information and market updates to syndicate members and (vi) coordinating syndicate orders during the Offering, the Company shall pay a fee to ▇M▇▇▇▇▇ ▇S▇▇▇▇▇▇ calculated at (A) [ ]0.90% of the aggregate price to the public of all Shares sold by ▇M▇▇▇▇▇ ▇S▇▇▇▇▇▇ in the Offering (including any Shares over-allotted by M▇▇▇▇▇ S▇▇▇▇▇▇ in the Offering regardless of whether the over-allotment option in the Offering is exercised) and (B) [ ]0.40% of the aggregate price to the public of all Shares sold in the Offering by any other broker or dealer participating in the Offering (each, an “Other Broker”) (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised), equal to $ [ [__________] (the “Fee”). (b) Subject to paragraph (c), the Fee paid to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall not exceed [ ]% of the total price to the public of the Shares sold by the Fund in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised). In the event the Offering does not proceed, ▇M▇▇▇▇▇ ▇S▇▇▇▇▇▇ will not receive any fees under this Agreement; however, for the avoidance of doubt, accountable expenses actually incurred may be payable to ▇M▇▇▇▇▇ ▇S▇▇▇▇▇▇ pursuant to the terms of the principal underwriting agreement relating to the Offering (the “Underwriting Agreement”). (c) Notwithstanding paragraph (a), in the event that the Company (or the Fund or any person or entity affiliated with the Company, the Fund or any sub-adviser to the Fund or acting on behalf of or at the direction of any of the foregoing) compensates or agrees to compensate any Other Broker for any services or otherwise in connection with the Offering or with respect to the Fund or its Shares (excluding for this purpose any compensation paid directly to the entire underwriting syndicate, as a group, pursuant to the Underwriting Agreement), whether such compensation be denominated a fee, an expense reimbursement, a set-off, a credit or otherwise (such compensation with respect to any Other Broker, such Other Broker’s “Other Compensation”), then the amount of the Fee shall be increased as and to the extent necessary so that the Fee payable to ▇M▇▇▇▇▇ ▇S▇▇▇▇▇▇ hereunder, expressed as (i) a dollar amount, (ii) a percentage of the aggregate price to the public of the Shares sold by ▇M▇▇▇▇▇ ▇S▇▇▇▇▇▇ in the Offering (including any Shares over-allotted by ▇M▇▇▇▇▇ ▇S▇▇▇▇▇▇ in the Offering regardless of whether the over-allotment option in the Offering is exercised) or (iii) a percentage of the aggregate price to the public of all Shares sold in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised), is no less than the Other Compensation, expressed as (i) a dollar amount, (ii) a percentage of the aggregate price to the public of the Shares sold by such Other Broker in the Offering (including any Shares over-allotted by such Other Broker in the Offering regardless of whether the over-allotment option in the Offering is exercised) or (iii) a percentage of the aggregate price to the public of all Shares sold in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised), respectively. (d) The Company shall pay the Fee to ▇M▇▇▇▇▇ ▇S▇▇▇▇▇▇ on the closing of the purchase and sale of the Shares pursuant to the Underwriting Agreement by wire transfer to the order of ▇M▇▇▇▇▇ ▇S▇▇▇▇▇▇ using the following wire instructions: Citibank, N.A. Account: ▇M▇▇▇▇▇ ▇S▇▇▇▇▇▇ & Co. Account #: ▇3▇▇-▇▇-▇▇▇ ABA #: ▇0▇▇-▇▇▇-▇▇▇ Attention: ▇L▇▇▇▇ ▇▇▇▇▇ Ref: Nuveen First Trust High Income 2023 Target Yield Opportunities 2027 Term Fund Please notify “▇f▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇” when the wire is sent. (e) The Company acknowledges that the Fee is in addition to any compensation ▇M▇▇▇▇▇ ▇S▇▇▇▇▇▇ earns in connection with its role as an underwriter to the Fund in the Offering, which services are distinct from and in addition to the services described above.

Fee. (a) In consideration of advice to the Company relating to, but not limited to, the design and structuring of, and marketing assistance with respect to, the Fund Trust and the distribution of the FundTrust’s common shares of beneficial interest, par value $0.01 0.001 per share (the “Shares”), and syndication assistance with respect to the Fund Trust and the distribution of the Shares, including without limitation, views from an investor market, distribution and syndication perspective on (i) diversification, proportion and concentration approaches for the Trust’s investments in light of current market conditions, (ii) marketing issues with respect to the FundTrust’s investment policies and proposed investments, (iiiii) the proportion of the Trust’s assets to invest in the Trust’s strategies, (iv) the overall marketing and positioning thesis for the FundTrust’s initial public offering of its Shares (the “Offering”), (iiiv) securing syndicate participants for the Offering, (ivvi) preparation of marketing and diligence materials for underwriters, (vvii) conveying information and market updates to syndicate members and (viviii) coordinating syndicate orders during the Offering, the Company shall pay a fee to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ calculated at (A) [ ]0.70% of the aggregate price to the public of all Shares sold in the Offering (whether sold by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised) and (B) [ ]% of the aggregate price to the public of all Shares sold in the Offering by or any other broker or dealer participating in the Offering (each, an “Other Broker”) (and including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised), equal to $ $[ ] (the “Fee”). (b) Subject to paragraph (c), the Fee paid to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall not exceed [ ]0.70% of the total price to the public of the Shares sold by the Fund Trust in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised). In the event the Offering does not proceedclose pursuant to the terms of the principal underwriting agreement relating to the Offering (the “Underwriting Agreement”), ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ will not receive any fees under this Agreement; however, for the avoidance of doubt, accountable expenses actually incurred may be payable to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ pursuant to the terms of the principal underwriting agreement relating to the Offering (the “Underwriting Agreement”). (c) Notwithstanding paragraph (a), in the event that the Company (or the Fund Trust or any person or entity affiliated with the Company, the Fund Trust or any sub-adviser to the Fund Trust or acting on behalf of or at the direction of any of the foregoing) compensates or agrees to compensate any Other Broker for any services or otherwise in connection with the Offering or with respect to the Fund Trust or its Shares (excluding for this purpose any compensation paid directly to the entire underwriting syndicate, as a group, pursuant to the Underwriting Agreement), whether such compensation be denominated a fee, an expense reimbursement, a set-off, a credit or otherwise (such compensation with respect to any Other Broker, such Other Broker’s “Other Compensation”), then the amount of the Fee shall be increased as and to the extent necessary so that the Fee payable to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ hereunder, expressed as (i) a dollar amount, (ii) a percentage of the aggregate price to the public of the Shares sold by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering (including any Shares over-allotted by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering regardless of whether the over-allotment option in the Offering is exercised) or (iii) a percentage of the aggregate price to the public of all Shares sold in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised), is no less than the Other Compensation, expressed as (i) a dollar amount, (ii) a percentage of the aggregate price to the public of the Shares sold by such Other Broker in the Offering (including any Shares over-allotted by such Other Broker in the Offering regardless of whether the over-allotment option in the Offering is exercised) or (iii) a percentage of the aggregate price to the public of all Shares sold in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised), respectively. (d) The Company shall pay the Fee to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ on the closing of the purchase and sale of the Shares pursuant to the Underwriting Agreement Closing Date, by wire transfer to the order of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ using the following wire instructions: Citibank, N.A. Account: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Account #: ▇▇▇-▇▇-▇▇▇ ABA #: ▇▇▇-▇▇▇-▇▇▇ Attention: ▇▇▇▇▇ ▇▇▇▇▇ Ref: Nuveen High BlackRock 2022 Global Income 2023 Target Term Fund Opportunity Trust Please notify “▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇” when the wire is sent. (e) The Company acknowledges that the Fee is in addition to any compensation ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ earns in connection with its role as an underwriter to the Fund Trust in the Offering, which services are distinct from and in addition to the services described above.

Fee. (a) In consideration of advice to the Company relating to, but not limited to, the design and structuring of, and marketing assistance with respect to, the Fund Trust and the distribution of shares of the FundTrust’s common shares of beneficial interest, par value $0.01 per share (the “Shares”), and syndication assistance with respect to the Fund and the distribution of the Shares, including without limitation, views from an investor market, market and distribution and syndication perspective on (i) diversification, proportion and concentration approaches for the Trust’s investments in light of current market conditions, (ii) marketing issues with respect to the FundTrust’s investment policies and proposed investments, (iiiii) the proportion of the Trust’s assets to invest in the Trust’s strategies and (iv) the overall marketing and positioning thesis for the FundTrust’s initial public offering of its Shares (the “Offering”), (iii) securing syndicate participants for the Offering, (iv) preparation of marketing and diligence materials for underwriters, (v) conveying information and market updates to syndicate members and (vi) coordinating syndicate orders during the Offering, the Company shall pay a fee to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ calculated at (A) [ ]1.35% of the aggregate price to the public of all the Shares sold by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised) and (B) [ ]% of the aggregate price to the public of all Shares sold in the Offering by any other broker or dealer participating in the Offering (each, an “Other Broker”) (including any Shares over-allotted ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering regardless of whether the over-allotment option in the Offering is exercised), equal to $ [ $[·] (the “Fee”). (b) . Subject to paragraph (cb), the Fee paid to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall not exceed [ [·]% of the total price to the public of the Shares sold by the Fund Trust in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised)Offering. In the event the Offering does not proceed, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ will not receive any fees under this Agreement; however, for the avoidance of doubt, accountable expenses actually incurred may be payable to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ pursuant to the terms of the principal underwriting agreement relating to the Offering (the “Underwriting Agreement”). (cb) Notwithstanding paragraph (a), in the event that the Company (or the Fund Trust or any person or entity affiliated with the Company, the Fund Trust or any sub-adviser to the Fund Trust or acting on behalf of or at the direction of any of the foregoing) compensates or agrees to compensate any other broker or dealer participating in the Offering (each, an “Other Broker Broker”) for any services or otherwise in connection with the Offering or with respect to the Fund Trust or its Shares (excluding for this purpose any compensation paid directly to the entire underwriting syndicate, as a group, pursuant to the Underwriting Agreement), whether such compensation be denominated a fee, an expense reimbursement, a set-off, a credit or otherwise (such compensation with respect to any Other Broker, such Other Broker’s “Other Compensation”), then the amount of the Fee shall be increased as and to the extent necessary so that the Fee payable to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ hereunder, expressed as (i) a dollar amount, (ii) a percentage of the aggregate price to the public of the Shares sold by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering (including any Shares over-allotted by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering regardless of whether the over-allotment option in the Offering is exercised) or (iii) a percentage of the aggregate price to the public of all Shares sold in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised), is no less than the Other Compensation, expressed as (i) a dollar amount, (ii) a percentage of the aggregate price to the public of the Shares sold by such Other Broker in the Offering (including any Shares over-allotted by such Other Broker in the Offering regardless of whether the over-allotment option in the Offering is exercised) or (iii) a percentage of the aggregate price to the public of all Shares sold in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised), respectively. (dc) The Company shall pay the Fee to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ on the closing of the purchase and sale of the Shares pursuant to the Underwriting Agreement on July [·], 2014, by wire transfer to the order of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ using the following wire instructions: [Citibank, N.A. Account: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Account #: ▇▇▇-▇▇-▇▇▇ ABA #: ▇▇▇-▇▇▇-▇▇▇ Attention: ▇▇▇▇▇ ▇▇▇▇▇ Ref: Nuveen High Income 2023 Target Term Tekla Healthcare Opportunities Fund Please notify “▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇” when the wire is sent.sent.](1) (ed) The Company acknowledges that the Fee is in addition to any compensation ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ earns in connection with its role as an underwriter to the Fund Trust in the Offering, which services are distinct from and in addition to the services described above.

Fee. (a) In consideration of advice to the Company relating to, but not limited to, the design and structuring of, and marketing assistance with respect to, the Fund and the distribution of the Fund’s common shares of beneficial interest, par value $0.01 per share (the “Shares”), and syndication assistance with respect to the Fund and the distribution of the Shares, including without limitation, views from an investor market, market and distribution and syndication perspective on (i) diversification, proportion and concentration approaches for the Fund’s investments in light of current market conditions, (ii) marketing issues with respect to the Fund’s investment policies and proposed investments, (iiiii) the target allocation of the Fund’s assets among its various investment strategies and (iv) the overall marketing and positioning thesis for the Fund’s initial public offering of its Shares (the “Offering”), (iii) securing syndicate participants for the Offering, (iv) preparation of marketing and diligence materials for underwriters, (v) conveying information and market updates to syndicate members and (vi) coordinating syndicate orders during the Offering, the Company shall pay a fee to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ calculated at (A) [ ]% of the aggregate price to the public of all the Shares sold by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised) and (B) [ ]% of the aggregate price to the public of all Shares sold in the Offering by any other broker or dealer participating in the Offering (each, an “Other Broker”) (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised), equal to $ [ ] (the “Fee”). (b) Subject to paragraph (c), the . The Fee paid to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall not exceed [ ]% of the total price to the public of the Shares sold by the Fund in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised)Offering. In the event the Offering does not proceed, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ will not receive any fees under this Agreement; however, for the avoidance of doubt, accountable expenses actually incurred may be payable to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ pursuant to the terms of the principal underwriting agreement relating related to the Offering (the “Underwriting Agreement”). (cb) Notwithstanding paragraph (a), in the event that the Company (or the Fund or any person or entity affiliated with the Company, the Fund or any sub-adviser to the Fund or acting on behalf of or at the direction of any of the foregoing) compensates or agrees to compensate any other broker or dealer participating in the Offering (each, an “Other Broker Broker”) for any services or otherwise in connection with the Offering or with respect to the Fund or its Shares (excluding for this purpose any compensation paid directly to the entire underwriting syndicate, as a group, pursuant to the Underwriting Agreement), whether such compensation be denominated a fee, an expense reimbursement, a set-off, a credit or otherwise (such compensation with respect to any Other Broker, such Other Broker’s “Other Compensation”), then the amount of the Fee shall be increased as and to the extent necessary so that the Fee payable to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ hereunder, expressed as (i) a dollar amount, (ii) a percentage of the aggregate price to the public of the Shares sold by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering (including any Shares over-allotted by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering regardless of whether the over-allotment option in the Offering is exercised) or (iii) a percentage of the aggregate price to the public of all Shares sold in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised), is no less than the Other Compensation, expressed as (i) a dollar amount, (ii) a percentage of the aggregate price to the public of the Shares sold by such Other Broker in the Offering (including any Shares over-allotted by such Other Broker in the Offering regardless of whether the over-allotment option in the Offering is exercised) or (iii) a percentage of the aggregate price to the public of all Shares sold in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised), respectively. (dc) The Company shall pay the Fee to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ on the closing of the purchase and sale of the Shares pursuant to the Underwriting Agreement on , 2017, by wire transfer to the order of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ using the following wire instructions: Citibank, N.A. Account: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Account #: ▇▇▇-▇▇-▇▇▇ ABA #: ▇▇▇-▇▇▇-▇▇▇ Attention: ▇▇▇▇▇ ▇▇▇▇▇ Ref: Nuveen High Income 2023 Target Term Fund Please notify “▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇” when the wire is sent.: (ed) The Company acknowledges that the Fee is in addition to any compensation ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ earns in connection with its role as an underwriter to a dealer for the Fund in the Offering, which services are distinct from and in addition to the services described above.

Fee. (a) In consideration of advice to the Company Advisers relating to, but not limited to, the design and structuring of, and marketing assistance with respect to, the Fund and the distribution of the Fund’s its common shares of beneficial interest, $0.001 par value $0.01 per share (the “Shares”), and syndication assistance with respect to the Fund and the distribution of the Shares, including without limitation, views from an investor market, market and distribution and syndication perspective on (i) diversification, proportion and concentration approaches for the Fund's investments in light of current market conditions, (ii) marketing issues with respect to the Fund’s 's investment policies and proposed investments, (iiiii) the proportion of the Fund's assets to invest in the Fund's strategies, and (iv) the overall marketing and positioning thesis for the Fund’s 's initial public offering of its Shares (the “Offering”), (iii) securing syndicate participants for the Offering, (iv) preparation of marketing and diligence materials for underwriters, (v) conveying information and market updates to syndicate members and (vi) coordinating syndicate orders during the Offeringoffering, the Company Advisers shall pay a fee to ▇M▇▇▇▇▇ ▇S▇▇▇▇▇▇ calculated at (A) [ ]% [•]% of the aggregate price to the public of all the Shares sold by ▇M▇▇▇▇▇ ▇S▇▇▇▇▇▇ in the Offering Fund’s initial public offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised) and (B) [ ]% of the aggregate price to the public of all Shares sold in the Offering by any other broker or dealer participating in the Offering (each, an “Other BrokerOffering”) (including any Shares over-allotted by M▇▇▇▇▇ S▇▇▇▇▇▇ in the Offering regardless of whether the over-allotment option in the Offering is exercised), equal to $ [ $[•] (the “Fee”). (b) , $[•] of which will be paid by the Manager, and $[•] of which will be paid by the Sub-Advisor. Subject to paragraph (cb), the Fee paid to ▇M▇▇▇▇▇ ▇S▇▇▇▇▇▇ shall not exceed [ ]% [•]% of the total price to the public of the Shares sold by the Fund in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised)Offering. In the event the Offering does not proceed, ▇M▇▇▇▇▇ ▇S▇▇▇▇▇▇ will not receive any fees under this Agreement; however, for the avoidance of doubt, accountable out-of-pocket expenses actually incurred may be payable to ▇M▇▇▇▇▇ ▇S▇▇▇▇▇▇ pursuant to the terms of the principal underwriting agreement relating to the Offering (the “Underwriting Agreement”). (cb) Notwithstanding paragraph (a), in the event that the Company Advisers (or the Fund or any person or entity affiliated with the Company, the Fund or any sub-adviser to the Advisers, the Fund or acting on behalf of or at the direction of any of the foregoing) compensates or agrees to compensate any other broker or dealer participating in the Offering (each, an “Other Broker Broker”) for any services or otherwise in connection with the Offering or with respect to the Fund or its Shares (excluding for this purpose any compensation paid directly to the entire underwriting syndicate, as a group, pursuant to the Underwriting Agreement), whether such compensation be denominated a fee, an expense reimbursement, a set-off, a credit or otherwise (such compensation with respect to any Other Broker, such Other Broker’s “Other Compensation”), then the amount of the Fee shall be increased as and to the extent necessary so that the Fee payable to ▇M▇▇▇▇▇ ▇S▇▇▇▇▇▇ hereunder, expressed as (i) a dollar amount, (ii) a percentage of the aggregate price to the public of the Shares sold by ▇M▇▇▇▇▇ ▇S▇▇▇▇▇▇ in the Offering (including any Shares over-allotted by M▇▇▇▇▇ S▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering regardless of whether the over-allotment option in the Offering is exercised) or (iii) a percentage of the aggregate price to the public of all Shares sold in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised), is no less than the Other Compensation, expressed as (i) a dollar amount, (ii) a percentage of the aggregate price to the public of the Shares sold by such Other Broker in the Offering (including any Offering. For purposes of paragraphs 1(a) and 1(b), the number of Shares over-allotted sold by such Other Broker in the Offering regardless of whether the over-allotment option in the Offering is exercised) or (iii) a percentage M▇▇▇▇▇ S▇▇▇▇▇▇ shall be deemed to include one half of the aggregate price to the public number of all Shares sold in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised), respectively. (d) The Company shall pay the Fee to by M▇▇▇▇▇ S▇▇▇▇▇▇ ▇▇▇▇▇ B▇▇▇▇▇ LLC, and Citigroup Global Markets Inc. shall be deemed to have sold the other one half. For the avoidance of doubt, if any Other Broker (the "Primary Broker") is compensated for any services in connection with the offering at a rate based on the Shares sold by broker and dealers other than the Primary Broker, the compensation paid to the Primary Broker based on sales by such other brokers and dealers will not be deemed to increase the rate on the Shares sold by the Primary Broker and will not increase the fee payable to M▇▇▇▇▇ S▇▇▇▇▇▇ under this Agreement. (c) The Advisers shall pay the Fee to M▇▇▇▇▇ S▇▇▇▇▇▇ on the closing of the purchase and sale of the Shares pursuant to the Underwriting Agreement or before June [•], 2012 by wire transfer to the order of ▇M▇▇▇▇▇ S▇▇▇▇▇▇▇ using the following wire instructions: Citibank, N.A. Account: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Account #: ▇▇▇-▇▇-▇▇▇ ABA #: ▇▇▇-▇▇▇-▇▇▇ Attention: ▇▇▇▇▇ ▇▇▇▇▇ Ref: Nuveen High Income 2023 Target Term Fund Please notify “▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇” when the wire is sent. (e) . The Company acknowledges Advisers acknowledge that the Fee is in addition to any compensation ▇M▇▇▇▇▇ ▇S▇▇▇▇▇▇ earns in connection with its role as an underwriter to the Fund in the Offering, which services are distinct from and in addition to the marketing and structuring services described above.

Fee. (a) In consideration of advice to the Company relating to, but not limited to, the design and structuring of, and marketing assistance with respect to, the Fund and the distribution of the Fund’s its common shares of beneficial interest, par value $0.01 per share stock (the “Shares”), and syndication assistance with respect to the Fund and the distribution of the Shares, including without limitation, views from an investor market, market and distribution and syndication perspective on (i) diversification, proportion and concentration approaches for the Fund’s investments in light of current market conditions, (ii) marketing issues with respect to the Fund’s investment policies and proposed investments, (iiiii) the proportion of the Fund’s assets to invest in the Fund’s strategies, and (iv) the overall marketing and positioning thesis for the Fund’s initial public offering of its Shares (the “Offering”), (iii) securing syndicate participants for the Offering, (iv) preparation of marketing and diligence materials for underwriters, (v) conveying information and market updates to syndicate members and (vi) coordinating syndicate orders during the Offeringoffering, the Company shall pay a fee to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ calculated at (A) [ [—]% of the aggregate price to the public of all the Shares sold by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering Fund’s initial public offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised) and (B) [ ]% of the aggregate price to the public of all Shares sold in the Offering by any other broker or dealer participating in the Offering (each, an “Other BrokerOffering”) (including any Shares over-allotted by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering regardless of whether the over-allotment option in the Offering is exercised), equal to $ [ $[—] (the “Fee”). (b) . Subject to paragraph (cb), the Fee paid to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall not exceed [ [—]% of the total price to the public of the Shares sold by the Fund in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised)Offering. In the event the Offering does not proceed, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ will not receive any fees under this Agreement; however, for the avoidance of doubt, accountable expenses actually incurred may be payable to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ pursuant to the terms of the principal underwriting agreement relating to the Offering (the “Underwriting Agreement”). (cb) Notwithstanding paragraph (a), in the event that the Company (or the Fund or any person or entity affiliated with the Company, the Fund or any sub-adviser to the Fund or acting on behalf of or at the direction of any of the foregoing) compensates or agrees to compensate any other broker or dealer participating in the Offering (each, an “Other Broker Broker”) for any services or otherwise in connection with the Offering or with respect to the Fund or its Shares (excluding for this purpose any compensation paid directly to the entire underwriting syndicate, as a group, pursuant to the Underwriting Agreement), whether such compensation be denominated a fee, an expense reimbursement, a set-off, a credit or otherwise (such compensation with respect to any Other Broker, such Other Broker’s “Other Compensation”), then the amount of the Fee shall be increased as and to the extent necessary so that the Fee payable to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ hereunder, expressed as (i) a dollar amount, (ii) a percentage of the aggregate price to the public of the Shares sold by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering (including any Shares over-allotted by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering regardless of whether the over-allotment option in the Offering is exercised) or (iii) a percentage of the aggregate price to the public of all Shares sold in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised), is no less than the Other Compensation, expressed as (i) a dollar amount, (ii) a percentage of the aggregate price to the public of the Shares sold by such Other Broker in the Offering (including any Shares over-allotted by such Other Broker in the Offering regardless of whether the over-allotment option in the Offering is exercised). This paragraph 1(b) or (iii) a percentage of will not apply to any Other Compensation paid to any Other Broker who is designated as the aggregate price to the public of all Shares sold lead manager in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised), respectivelyOffering. (dc) The Company shall pay the Fee to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ on the closing of the purchase and sale of the Shares pursuant to the Underwriting Agreement on [—], 2013 by wire transfer to the order of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ using the following wire instructions: Citibank, N.A. Account: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Account #: ▇▇▇-▇▇-▇▇▇ ABA #: ▇▇▇-▇▇▇-▇▇▇ Attention: ▇▇▇▇▇ ▇▇▇▇▇ Ref: Nuveen High Income 2023 Target Term Fund Please notify “▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇” when the wire is sent. (e) . The Company acknowledges that the Fee is in addition to any compensation ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ earns in connection with its role as an underwriter to the Fund in the Offering, which services are distinct from and in addition to the marketing and structuring services described above.

Fee. (a) In consideration of advice to the Company relating to, but not limited to, the design and structuring of, and marketing assistance with respect to, the Fund and the distribution of shares of the Fund’s common shares of beneficial interest, par value $0.01 per share (the “Shares”), and syndication assistance with respect to the Fund and the distribution of the Shares, including without limitation, views from an investor market, market and distribution and syndication perspective on (i) diversification, proportion and concentration approaches for the Fund’s investments in light of current market conditions, (ii) marketing issues with respect to the Fund’s investment policies and proposed investments, (iiiii) the proportion of the Fund’s assets to invest in the Fund’s strategies and (iv) the overall marketing and positioning thesis for the Fund’s initial public offering of its Shares (the “Offering”), (iii) securing syndicate participants for the Offering, (iv) preparation of marketing and diligence materials for underwriters, (v) conveying information and market updates to syndicate members and (vi) coordinating syndicate orders during the Offering, the Company shall pay a fee to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ calculated at (A) [ ]0.90% of the aggregate price to the public of all the Shares sold by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised) and (B) [ ]% of the aggregate price to the public of all Shares sold in the Offering by any other broker or dealer participating in the Offering (each, an “Other Broker”) (including any Shares over-allotted ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering regardless of whether the over-allotment option in the Offering is exercised), equal to [$ [ ] (the “Fee”). (b) . Subject to paragraph (cb), the Fee paid to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall not exceed [ ]% %] of the total price to the public of the Shares sold by the Fund in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised)Offering. In the event the Offering does not proceed, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ will not receive any fees under this Agreement; however, for the avoidance of doubt, accountable expenses actually incurred may be payable to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ pursuant to the terms of the principal underwriting agreement relating to the Offering (the “Underwriting Agreement”). (cb) Notwithstanding paragraph (a), in the event that the Company (or the Fund or any person or entity affiliated with the Company, the Fund or any sub-adviser to the Fund or acting on behalf of or at the direction of any of the foregoing) compensates or agrees to compensate any other broker or dealer participating in the Offering (each, an “Other Broker Broker”) for any services or otherwise in connection with the Offering or with respect to the Fund or its Shares (excluding for this purpose any compensation paid directly to the entire underwriting syndicate, as a group, pursuant to the Underwriting Agreement), whether such compensation be denominated a fee, an expense reimbursement, a set-off, a credit or otherwise (such compensation with respect to any Other Broker, such Other Broker’s “Other Compensation”), then the amount of the Fee shall be increased as and to the extent necessary so that the Fee payable to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ hereunder, expressed as (i) a dollar amount, (ii) a percentage of the aggregate price to the public of the Shares sold by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering (including any Shares over-allotted by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering regardless of whether the over-allotment option in the Offering is exercised) or (iii) a percentage of the aggregate price to the public of all Shares sold in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised), is no less than the Other Compensation, expressed as (i) a dollar amount, (ii) a percentage of the aggregate price to the public of the Shares sold by such Other Broker in the Offering (including any Shares over-allotted by such Other Broker in the Offering regardless of whether the over-allotment option in the Offering is exercised) or (iii) a percentage of the aggregate price to the public of all Shares sold in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised), respectively. (dc) The Company shall pay the Fee to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ on the closing of the purchase and sale of the Shares pursuant to the Underwriting Agreement on [Closing Date], by wire transfer to the order of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ using the following wire instructions: Citibank, N.A. Account: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Account #: ▇▇▇-▇▇-▇▇▇ ABA #: ▇▇▇-▇▇▇-▇▇▇ Attention: ▇▇▇▇▇ ▇▇▇▇▇ Ref: Nuveen High Income 2023 ▇▇▇▇▇ ▇▇▇▇▇ Floating-Rate 2022 Target Term Fund Trust Please notify “▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇” when the wire is sent. (ed) The Company acknowledges that the Fee is in addition to any compensation ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ earns in connection with its role as an underwriter to the Fund in the Offering, which services are distinct from and in addition to the services described above.

Fee. (a) In consideration of advice to the Company Companies relating to, but not limited to, the design and structuring of, and marketing assistance with respect to, the Fund and the distribution of the Fund’s common shares of beneficial interest, par value $0.01 0.001 per share (the “Shares”), and syndication assistance with respect to the Fund and the distribution of the Shares, including without limitation, views from an investor market, distribution and syndication perspective on (i) diversification, proportion and concentration approaches for the Fund’s investments in light of current market conditions, (ii) marketing issues with respect to the Fund’s investment policies and proposed investments, (iiiii) the proportion of the Fund’s assets to invest in the Fund’s strategies, (iv) the overall marketing and positioning thesis for the Fund’s initial public offering of its Shares (the “Offering”), (iiiv) securing syndicate participants for the Offering, (ivvi) preparation of marketing and diligence materials for underwriters, (vvii) conveying information and market updates to syndicate members and (viviii) coordinating syndicate orders during the Offering, the Company shall pay Companies shall, jointly and severally, be responsible for paying a fee to ▇M▇▇▇▇▇ ▇S▇▇▇▇▇▇ calculated at (A) [ [●]% of the aggregate price to the public of all the Shares sold by ▇M▇▇▇▇▇ ▇S▇▇▇▇▇▇ in the Offering (including any Shares over-allotted by M▇▇▇▇▇ S▇▇▇▇▇▇ in the Offering regardless of whether the over-allotment option in the Offering is exercised) ), and (B) [ [●]% of the aggregate price to the public of all Shares sold in the Offering by any other broker or dealer participating in the Offering (each, an “Other Broker”) ), (including any Shares over-allotted by M▇▇▇▇▇ S▇▇▇▇▇▇ in the Offering regardless of whether the over-allotment option in the Offering is exercised), equal in the aggregate to $ [ $[●] (the “Fee”). (b) Subject to paragraph (c), the Fee paid to ▇M▇▇▇▇▇ ▇S▇▇▇▇▇▇ shall not exceed [ [●]% of the total price to the public of the Shares sold by the Fund in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised). In the event the Offering does not proceed, ▇M▇▇▇▇▇ ▇S▇▇▇▇▇▇ will not receive any fees under this Agreement; however, for the avoidance of doubt, accountable expenses actually incurred may be payable to ▇M▇▇▇▇▇ ▇S▇▇▇▇▇▇ pursuant to the terms of the principal underwriting agreement relating to the Offering (the “Underwriting Agreement”). (c) Notwithstanding paragraph (a), in the event that the Company Companies (or the Fund or any person or entity affiliated with the CompanyCompanies, the Fund or any other sub-adviser to the Fund or acting on behalf of or at the direction of any of the foregoing) compensates or agrees to compensate any Other Broker for any services or otherwise in connection with the Offering or with respect to the Fund or its Shares (excluding for this purpose any compensation paid directly to the entire underwriting syndicate, as a group, pursuant to the Underwriting Agreement), whether such compensation be denominated a fee, an expense reimbursement, a set-off, a credit or otherwise (such compensation with respect to any Other Broker, such Other Broker’s “Other Compensation”), then the amount of the Fee shall be increased as and to the extent necessary so that the Fee payable to ▇M▇▇▇▇▇ ▇S▇▇▇▇▇▇ hereunder, expressed as (i) both a dollar amount, (ii) amount and a percentage of the aggregate price to the public of the Shares sold by ▇M▇▇▇▇▇ ▇S▇▇▇▇▇▇ in the Offering (including any Shares over-allotted by M▇▇▇▇▇ S▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering regardless of whether the over-allotment option in the Offering is exercised) or (iii) a percentage of the aggregate price to the public of all Shares sold in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised), is no less than the Other Compensation, expressed as (i) both a dollar amount, (ii) amount and a percentage of the aggregate price to the public of the Shares sold by such Other Broker in the Offering (including any Shares over-allotted by such Other Broker in the Offering regardless of whether the over-allotment option in the Offering is exercised) or (iii) a percentage of the aggregate price to the public of all Shares sold in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised), respectively. (d) The Company Companies shall pay the Fee to ▇M▇▇▇▇▇ ▇S▇▇▇▇▇▇ on the closing of the purchase and sale of the Shares pursuant to the Underwriting Agreement on the Closing Date, by wire transfer to the order of ▇M▇▇▇▇▇ ▇S▇▇▇▇▇▇ using the following wire instructions: Citibank, N.A. Account: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Account #: ▇▇▇-▇▇-▇▇▇ ABA #: ▇▇▇-▇▇▇-▇▇▇ Attention: ▇▇▇▇▇ ▇▇▇▇▇ Ref: Nuveen High Income 2023 Target Term Fund Please notify “▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇” when the wire is sent.: (e) The Company acknowledges Companies acknowledge that the Fee is in addition to any compensation ▇M▇▇▇▇▇ ▇S▇▇▇▇▇▇ earns in connection with its role as an underwriter to the Fund in the Offering, which services are distinct from and in addition to the services described above.

Fee. (a) In consideration of advice to the Company relating to, but not limited to, the design and structuring of, and marketing assistance with respect to, the Fund and the distribution of the Fund’s common shares of beneficial interest, par value $0.01 per share (the “Shares”), and syndication assistance with respect to the Fund and the distribution of the Sharesincluding, including without limitation, views from an investor market, market and distribution and syndication perspective on (i) marketing issues with respect to the Fund’s investment policies and proposed investments, investments and (ii) the overall marketing and positioning thesis for the Fund’s initial public offering of its Shares (the “Offering”), (iii) securing syndicate participants for the Offering, (iv) preparation of marketing and diligence materials for underwriters, (v) conveying information and market updates to syndicate members and (vi) coordinating syndicate orders during the Offering, the Company shall pay a fee to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ calculated at (A) [ ]% [1.0]% of the aggregate price to the public of all Shares sold by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering (including any Shares over-allotted by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering regardless of whether the over-allotment option in the Offering is exercised) and (B) [ ]% of the aggregate price to the public of all Shares sold in the Offering by any other broker or dealer participating in the Offering (each, an “Other Broker”) (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised), equal to $ $[ ] (the “Fee”). (b) Subject to paragraph (c), the Fee paid to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall not exceed [ ]% of the total price to the public of the Shares sold by the Fund in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised). In the event the Offering does not proceed, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ will not receive any fees under this Agreement; however, for the avoidance of doubt, accountable expenses actually incurred may be payable to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ pursuant to the terms of the principal underwriting agreement relating to the Offering (the “Underwriting Agreement”). (c) Notwithstanding paragraph (a), in the event that the Company (or the Fund or any person or entity affiliated with the Company, the Fund or any sub-adviser to the Fund or acting on behalf of or at the direction of any of the foregoing) compensates or agrees to compensate any other broker or dealer participating in the Offering (each, an “Other Broker Broker”) for any services or otherwise in connection with the Offering or with respect to the Fund or its Shares (excluding for this purpose any compensation paid directly to the entire underwriting syndicate, as a group, pursuant to the Underwriting Agreement), whether such compensation be denominated a fee, an expense reimbursement, a set-off, a credit or otherwise (such compensation with respect to any Other Broker, such Other Broker’s “Other Compensation”), then the amount of the Fee shall be increased as and to the extent necessary so that the Fee payable to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ hereunder, expressed as (i) a dollar amount, (ii) a percentage of the aggregate price to the public of the Shares sold by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering (including any Shares over-allotted by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering regardless of whether the over-allotment option in the Offering is exercised) or (iii) a percentage of the aggregate price to the public of all Shares sold in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised), is no less than the Other Compensation, expressed as (i) a dollar amount, (ii) a percentage of the aggregate price to the public of the Shares sold by such Other Broker in the Offering (including any Shares over-allotted by such Other Broker in the Offering regardless of whether the over-allotment option in the Offering is exercised) or (iii) a percentage of the aggregate price to the public of all Shares sold in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised), respectively. (d) The Company shall pay the Fee to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ on the closing of the purchase and sale of the Shares pursuant to the Underwriting Agreement by wire transfer to the order of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ using the following wire instructions: [Citibank, N.A. Account: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Account #: ▇▇▇-▇▇-▇▇▇ ABA #: ▇▇▇-▇▇▇-▇▇▇ Attention: ▇▇▇▇▇ ▇▇▇▇▇ Ref: Nuveen High Income 2023 Target Term Fund Municipal Credit Opportunities Fund] Please notify “▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇” when the wire is sent.sent.]1 (e) The Company acknowledges that the Fee is in addition to any compensation ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ earns in connection with its role as an underwriter to the Fund in the Offering, which services are distinct from and in addition to the services described above.

Fee. (a) In consideration of advice to the Company relating to, but not limited to, the design and structuring of, and marketing assistance with respect to, the Fund and the distribution of the Fund’s common shares of beneficial interest, par value $0.01 per share (the “Shares”), and syndication assistance with respect to the Fund and the distribution of the Shares, including without limitation, views from an investor market, distribution and syndication perspective on (i) marketing issues with respect to the Fund’s investment policies and proposed investments, (ii) the overall marketing and positioning thesis for the Fund’s initial public offering of its Shares (the “Offering”), (iii) securing syndicate participants for the Offering, (iv) preparation of marketing and diligence materials for underwriters, (v) conveying information and market updates to syndicate members and (vi) coordinating syndicate orders during the Offering, the Company shall pay a fee to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ calculated at (A) [ ]1.00% of the aggregate price to the public of all Shares sold by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised) and (B) [ ]0.50% of the aggregate price to the public of all Shares sold in the Offering by any other broker or dealer participating in the Offering (each, an “Other Broker”) other than BofA Securities, Inc., UBS Securities LLC, ▇▇▇▇▇ Fargo Securities, LLC, Nuveen Securities, LLC, Ameriprise Financial Services, LLC, RBC Capital Markets, LLC and ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & Company, Incorporated (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised), equal to $ $[ ] (the “Fee”). (b) Subject to paragraph (c), the Fee paid to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall not exceed [ ]1.00% of the total price to the public of the Shares sold by the Fund in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised). In the event the Offering does not proceed, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ will not receive any fees under this Agreement; however, for the avoidance of doubt, accountable expenses actually incurred may be payable to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ pursuant to the terms of the principal underwriting agreement relating to the Offering (the “Underwriting Agreement”). (c) Notwithstanding paragraph (a), in the event that the Company (or the Fund or any person or entity affiliated with the Company, the Fund or any sub-adviser to the Fund or acting on behalf of or at the direction of any of the foregoing) compensates or agrees to compensate any Other Broker for any services or otherwise in connection with the Offering or with respect to the Fund or its Shares (excluding for this purpose any compensation paid directly to the entire underwriting syndicate, as a group, pursuant to the Underwriting Agreement), whether such compensation be denominated a fee, an expense reimbursement, a set-off, a credit or otherwise (such compensation with respect to any Other Broker, such Other Broker’s “Other Compensation”), then the amount of the Fee shall be increased as and to the extent necessary so that the Fee payable to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ hereunder, expressed as (i) a dollar amount, (ii) a percentage of the aggregate price to the public of the Shares sold by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering (including any Shares over-allotted by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering regardless of whether the over-allotment option in the Offering is exercised) or (iii) a percentage of the aggregate price to the public of all Shares sold in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised), is no less than the Other Compensation, expressed as (i) a dollar amount, (ii) a percentage of the aggregate price to the public of the Shares sold by such Other Broker in the Offering (including any Shares over-allotted by such Other Broker in the Offering regardless of whether the over-allotment option in the Offering is exercised) or (iii) a percentage of the aggregate price to the public of all Shares sold in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised), respectively. (d) The Company shall pay the Fee to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ on the closing of the purchase and sale of the Shares pursuant to the Underwriting Agreement by wire transfer to the order of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ using the following wire instructions: Citibank, N.A. Account: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Account #: ▇▇▇-▇▇-▇▇▇ ABA #: ▇▇▇-▇▇▇-▇▇▇ Attention: ▇▇▇▇▇ ▇▇▇▇▇ Ref: Nuveen High Income 2023 Target Term Dynamic Municipal Opportunities Fund Please notify “▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇” when the wire is sent. (e) The Company acknowledges that the Fee is in addition to any compensation ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ earns in connection with its role as an underwriter to the Fund in the Offering, which services are distinct from and in addition to the services described above.

Fee. (a) In consideration of advice to the Company relating to, but not limited to, the design and structuring of, and marketing assistance with respect to, the Fund and the distribution of the Fund’s common shares of beneficial interest, par value $0.01 per share (the “Shares”), and syndication assistance with respect to the Fund and the distribution of the Shares, including without limitation, views from an investor market, distribution and syndication perspective on (i) marketing issues with respect to the Fund’s investment policies and proposed investments, (ii) the overall marketing and positioning thesis for the Fund’s initial public offering of its Shares (the “Offering”), (iii) securing syndicate participants for the Offering, (iv) preparation of marketing and diligence materials for underwriters, (v) conveying information and market updates to syndicate members and (vi) coordinating syndicate orders during the Offering, the Company shall pay a fee to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ calculated at (A) [ ]% [0.50]% of the aggregate price to the public of all Shares sold in the Offering (whether sold by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised) and (B) [ ]% of the aggregate price to the public of all Shares sold in the Offering by or any other broker or dealer participating in the Offering (each, an “Other Broker”) (and including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised), equal to $ [ $[●] (the “Fee”). (b) Subject to paragraph (c), the Fee paid to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall not exceed [ ]% [0.50]% of the total price to the public of the Shares sold by the Fund in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised). In the event the Offering does not proceed, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ will not receive any fees under this Agreement; however, for the avoidance of doubt, accountable expenses actually incurred may be payable to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ pursuant to the terms of the principal underwriting agreement relating to the Offering (the “Underwriting Agreement”). (c) Notwithstanding paragraph (a), in the event that the Company (or the Fund or any person or entity affiliated with the Company, the Fund or any sub-sub- adviser to the Fund or acting on behalf of or at the direction of any of the foregoing) compensates or agrees to compensate any Other Broker for any services or otherwise in connection with the Offering or with respect to the Fund or its Shares (excluding for this purpose any compensation paid directly to the entire underwriting syndicate, as a group, pursuant to the Underwriting Agreement), whether such compensation be denominated a fee, an expense reimbursement, a set-off, a credit or otherwise (such compensation with respect to any Other Broker, such Other Broker’s “Other Compensation”), then the amount of the Fee shall be increased as and to the extent necessary so that the Fee payable to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ hereunder, expressed as (i) a dollar amount, (ii) a percentage of the aggregate price to the public of the Shares sold by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering (including any Shares over-allotted by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering regardless of whether the over-allotment option in the Offering is exercised) or (iii) a percentage of the aggregate price to the public of all Shares sold in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised), is no less than the Other Compensation, expressed as (i) a dollar amount, (ii) a percentage of the aggregate price to the public of the Shares sold by such Other Broker in the Offering (including any Shares over-allotted by such Other Broker in the Offering regardless of whether the over-allotment option in the Offering is exercised) or (iii) a percentage of the aggregate price to the public of all Shares sold in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised), respectively. (d) The Company shall pay the Fee to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ on the closing of the purchase and sale of the Shares pursuant to the Underwriting Agreement by wire transfer to the order of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ using the following wire instructions: Citibank, N.A. Account: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Account #: [▇▇▇-▇▇-▇▇▇ ▇] ABA #: ▇▇▇-▇▇▇-▇▇▇ Attention: [▇▇▇▇▇ ▇▇▇▇▇ ▇] Ref: Nuveen High Income 2023 Credit Opportunities 2022 Target Term Fund Please notify “▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇” when the wire is sent. (e) The Company acknowledges that the Fee is in addition to any compensation ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ earns in connection with its role as an underwriter to the Fund in the Offering, which services are distinct from and in addition to the services described above.

Fee. (a) In consideration of advice to the Company relating to, but not limited to, the design and structuring of, and marketing assistance with respect to, the Fund and the distribution of shares of the Fund’s common shares of beneficial interest, par value $0.01 0.001 per share (the “Shares”), and syndication assistance with respect to the Fund and the distribution of the Shares, including without limitation, views from an investor market, distribution and syndication perspective on (i) diversification, proportion and concentration approaches for the Fund’s investments in light of current market conditions, (ii) marketing issues with respect to the Fund’s investment policies and proposed investments, (iiiii) the proportion of the Fund’s assets to invest in the Fund’s strategies, (iv) the overall marketing and positioning thesis for the Fund’s initial public offering of its Shares (the “Offering”), (iiiv) securing syndicate participants for the Offering, (ivvi) preparation of marketing and diligence materials for underwriters, (vvii) conveying information and market updates to syndicate members and (viviii) coordinating syndicate orders during the Offering, the Company shall pay a fee to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ calculated at (A) [ ]% of the aggregate price to the public of all the Shares sold by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering (including any Shares over-allotted by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering regardless of whether the over-allotment option in the Offering is exercised) ), and (B) [ ]% of the aggregate price to the public of all Shares sold in the Offering by any other broker or dealer participating in the Offering (each, an “Other Broker”) ), other than [ ], (including any Shares over-allotted by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering regardless of whether the over-allotment option in the Offering is exercised), equal to $ $[ ] (the “Fee”). (b) Subject to paragraph (c), the Fee paid to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall not exceed [ ]% %] of the total price to the public of the Shares sold by the Fund in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised). In the event the Offering does not proceed, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ will not receive any fees under this Agreement; however, for the avoidance of doubt, accountable expenses actually incurred may be payable to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ pursuant to the terms of the principal underwriting agreement relating to the Offering (the “Underwriting Agreement”). (c) Notwithstanding paragraph (a), in the event that the Company (or the Fund or any person or entity affiliated with the Company, the Fund or any sub-adviser to the Fund or acting on behalf of or at the direction of any of the foregoing) compensates or agrees to compensate any Other Broker for any services or otherwise in connection with the Offering or with respect to the Fund or its Shares (excluding for this purpose any compensation paid directly to the entire underwriting syndicate, as a group, pursuant to the Underwriting Agreement), whether such compensation be denominated a fee, an expense reimbursement, a set-off, a credit or otherwise (such compensation with respect to any Other Broker, such Other Broker’s “Other Compensation”), then the amount of the Fee shall be increased as and to the extent necessary so that the Fee payable to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ hereunder, expressed as (i) both a dollar amount, (ii) amount and a percentage of the aggregate price to the public of the Shares sold by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering (including any Shares over-allotted by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering regardless of whether the over-allotment option in the Offering is exercised) or (iii) a percentage of the aggregate price to the public of all Shares sold in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised), is no less than the Other Compensation, expressed as (i) both a dollar amount, (ii) amount and a percentage of the aggregate price to the public of the Shares sold by such Other Broker in the Offering (including any Shares over-allotted by such Other Broker in the Offering regardless of whether the over-allotment option in the Offering is exercised) or (iii) a percentage of the aggregate price to the public of all Shares sold in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised), respectively. (d) The Company shall pay the Fee to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ on the closing of the purchase and sale of the Shares pursuant to the Underwriting Agreement on the Closing Date, by wire transfer to the order of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ using the following wire instructions: Citibank, N.A. Account: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Account #: ▇▇▇-▇▇-▇▇▇ ABA #: ▇▇▇-▇▇▇-▇▇▇ Attention: ▇▇▇▇▇ ▇▇▇▇▇ Ref: Nuveen High Income 2023 Target Term Fund Please notify “▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇” when the wire is sent.: (e) The Company acknowledges that the Fee is in addition to any compensation ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ earns in connection with its role as an underwriter to the Fund in the Offering, which services are distinct from and in addition to the services described above.

Fee. (a) In consideration of advice to the Company relating to, but not limited to, the design and structuring of, and marketing assistance with respect to, the Fund and the distribution of the Fund’s common shares of beneficial interest, par value $0.01 0.0001 per share (the “Shares”), and syndication assistance with respect to the Fund and the distribution of the Shares, including without limitation, views from an investor market, market and distribution and syndication perspective on (i) diversification, proportion and concentration approaches for the Fund’s investments in light of current market conditions, (ii) marketing issues with respect to the Fund’s investment policies and proposed investments, (iiiii) the proportion of the Fund’s assets to invest in the Fund’s strategies and (iv) the overall marketing and positioning thesis for the Fund’s initial public offering of its Shares (the “Offering”), (iii) securing syndicate participants for the Offering, (iv) preparation of marketing and diligence materials for underwriters, (v) conveying information and market updates to syndicate members and (vi) coordinating syndicate orders during the Offering, the Company shall pay a fee to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ calculated at (A) [ ]% of the aggregate price to the public of all the Shares sold by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised) and (B) [ ]% of the aggregate price to the public of all Shares sold in the Offering by any other broker or dealer participating in the Offering (each, an “Other Broker”) (including any Shares over-allotted ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering regardless of whether the over-allotment option in the Offering is exercised), equal to $ $[ ] (the “Fee”). (b) . Subject to paragraph (cb), the Fee paid to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall not exceed [ ]% of the total price to the public of the Shares sold by the Fund in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised)Offering. In the event the Offering does not proceed, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ will not receive any fees under this Agreement; however, for the avoidance of doubt, accountable expenses actually incurred may be payable to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ pursuant to the terms of the principal underwriting agreement relating to the Offering (the “Underwriting Agreement”). (cb) Notwithstanding paragraph (a), in the event that the Company (or the Fund or any person or entity affiliated with the Company, the Fund or any sub-adviser to the Fund or acting on behalf of or at the direction of any of the foregoing) compensates or agrees to compensate any other broker or dealer participating in the Offering (each, an “Other Broker Broker”) for any services or otherwise in connection with the Offering or with respect to the Fund or its Shares (excluding for this purpose any compensation paid directly to the entire underwriting syndicate, as a group, pursuant to the Underwriting Agreement), whether such compensation be denominated a fee, an expense reimbursement, a set-off, a credit or otherwise (such compensation with respect to any Other Broker, such Other Broker’s “Other Compensation”), then the amount of the Fee shall be increased as and to the extent necessary so that the Fee payable to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ hereunder, expressed as (i) a dollar amount, (ii) a percentage of the aggregate price to the public of the Shares sold by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering (including any Shares over-allotted by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering regardless of whether the over-allotment option in the Offering is exercised) or (iii) a percentage of the aggregate price to the public of all Shares sold in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised), is no less than the Other Compensation, expressed as (i) a dollar amount, (ii) a percentage of the aggregate price to the public of the Shares sold by such Other Broker in the Offering (including any Shares over-allotted by such Other Broker in the Offering regardless of whether the over-allotment option in the Offering is exercised) or (iii) a percentage of the aggregate price to the public of all Shares sold in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised), respectively. (dc) The Company shall pay the Fee to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ on the closing of the purchase and sale of the Shares pursuant to the Underwriting Agreement on [ ], 2019, by wire transfer to the order of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ using the following wire instructions: Citibank, N.A. Account: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Account #: ▇▇▇-▇▇-▇▇▇ ABA #: ▇▇▇-▇▇▇-▇▇▇ Attention: ▇▇▇▇▇ ▇▇▇▇▇ Ref: Nuveen High Income 2023 Target Term PIMCO Energy and Tactical Credit Opportunities Fund Please notify “▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇” when the wire is sent. (ed) The Company acknowledges that the Fee is in addition to any compensation ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ earns in connection with its role as an underwriter to the Fund in the Offering, which services are distinct from and in addition to the services described above.

Fee. (a) In consideration of advice to the Company Adviser relating to, but not limited to, the design and structuring of, and marketing assistance with respect to, the Fund and the distribution of shares of the Fund’s common shares of beneficial interest, par value $0.01 0.00001 per share (the “Shares”), and syndication assistance with respect to the Fund and the distribution of the Shares, including without limitation, views from an investor market, market and distribution and syndication perspective on (i) diversification, proportion and concentration approaches for the Fund’s investments in light of current market conditions, (ii) marketing issues with respect to the Fund’s investment policies and proposed investments, (iiiii) the proportion of the Fund’s assets to invest in the Fund’s strategies and (iv) the overall marketing and positioning thesis for the Fund’s initial public offering of its Shares (the “Offering”), (iii) securing syndicate participants for the Offering, (iv) preparation of marketing and diligence materials for underwriters, (v) conveying information and market updates to syndicate members and (vi) coordinating syndicate orders during the Offering, the Company Adviser shall pay a fee to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ calculated at (A) [ ]% [•]% of the aggregate price to the public of all the Shares sold by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised) and (B) [ ]% of the aggregate price to the public of all Shares sold in the Offering by any other broker or dealer participating in the Offering (each, an “Other Broker”) (including any Shares over-allotted ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering regardless of whether the over-allotment option in the Offering is exercised), equal to $ [ $[•] (the “Fee”). (b) . Subject to paragraph (cb), the Fee paid to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall not exceed [ ]% [•]% of the total price to the public of the Shares sold by the Fund in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised)Offering. In the event the Offering does not proceed, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ will not receive any fees under this Agreement; however, for the avoidance of doubt, accountable expenses actually incurred may be payable to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ pursuant to the terms of the principal underwriting agreement relating to the Offering (the “Underwriting Agreement”). (cb) Notwithstanding paragraph (a), in the event that the Company Adviser (or the Fund or any person or entity affiliated with the CompanyAdviser, the Fund or any sub-adviser to the Fund or acting on behalf of or at the direction of any of the foregoing) compensates or agrees to compensate any other broker or dealer participating in the Offering (each, an “Other Broker Broker”) for any services or otherwise in connection with the Offering or with respect to the Fund or its Shares (excluding for this purpose any compensation paid directly to the entire underwriting syndicate, as a group, pursuant to the Underwriting Agreement), whether such compensation be denominated a fee, an expense reimbursement, a set-off, a credit or otherwise (such compensation with respect to any Other Broker, such Other Broker’s “Other Compensation”), then the amount of the Fee shall be increased as and to the extent necessary so that the Fee payable to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ hereunder, expressed as (i) a dollar amount, (ii) a percentage of the aggregate price to the public of the Shares sold by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering (including any Shares over-allotted by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering regardless of whether the over-allotment option in the Offering is exercised) or (iii) a percentage of the aggregate price to the public of all Shares sold in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised), is no less than the Other Compensation, expressed as (i) a dollar amount, (ii) a percentage of the aggregate price to the public of the Shares sold by such Other Broker in the Offering (including any Shares over-allotted by such Other Broker in the Offering regardless of whether the over-allotment option in the Offering is exercised). This paragraph 1(b) or (iii) a percentage of will not apply to any Other Compensation paid to any Other Broker who is designated as the aggregate price to the public of all Shares sold lead manager in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised), respectivelyOffering. (dc) The Company Adviser shall pay the Fee to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ on the closing of the purchase and sale of the Shares pursuant to the Underwriting Agreement on February [•], 2020, by wire transfer to the order of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ using the following wire instructions: Citibank, N.A. Account: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Account #: ▇▇▇-▇▇-▇▇▇ ABA #: ▇▇▇-▇▇▇-▇▇▇ Attention: ▇▇▇▇▇ ▇▇▇▇▇ Ref: Nuveen High Income 2023 Target Term Fund Please notify “▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇” [ ] when the wire is sent. (ed) The Company Adviser acknowledges that the Fee is in addition to any compensation ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ earns in connection with its role as an underwriter to the Fund in the Offering, which services are distinct from and in addition to the services described above.

Fee. (a) In consideration of advice to the Company relating to, but not limited to, the design and structuring of, and marketing assistance with respect to, the Fund and the distribution of the Fund’s common shares of beneficial interest, par value $0.01 per share (the “Shares”), and syndication assistance with respect to the Fund and the distribution of the Shares, including without limitation, views from an investor market, distribution and syndication perspective on (i) marketing issues with respect to the Fund’s investment policies and proposed investments, (ii) the overall marketing and positioning thesis for the Fund’s initial public offering of its Shares (the “Offering”), (iii) securing syndicate participants for the Offering, (iv) preparation of marketing and diligence materials for underwriters, (v) conveying information and market updates to syndicate members and (vi) coordinating syndicate orders during the Offering, the Company shall pay a fee to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ calculated at (A) [ ]0.50% of the aggregate price to the public of all Shares sold in the Offering (whether sold by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised) and (B) [ ]% of the aggregate price to the public of all Shares sold in the Offering by or any other broker or dealer participating in the Offering (each, an “Other Broker”) (and including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised), equal to $ [ ] $460,367.20 (the “Fee”). (b) Subject to paragraph (c), the Fee paid to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall not exceed [ ]0.50% of the total price to the public of the Shares sold by the Fund in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised). In the event the Offering does not proceed, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ will not receive any fees under this Agreement; however, for the avoidance of doubt, accountable expenses actually incurred may be payable to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ pursuant to the terms of the principal underwriting agreement relating to the Offering (the “Underwriting Agreement”). (c) Notwithstanding paragraph (a), in the event that the Company (or the Fund or any person or entity affiliated with the Company, the Fund or any sub-sub- adviser to the Fund or acting on behalf of or at the direction of any of the foregoing) compensates or agrees to compensate any Other Broker for any services or otherwise in connection with the Offering or with respect to the Fund or its Shares (excluding for this purpose any compensation paid directly to the entire underwriting syndicate, as a group, pursuant to the Underwriting Agreement), whether such compensation be denominated a fee, an expense reimbursement, a set-off, a credit or otherwise (such compensation with respect to any Other Broker, such Other Broker’s “Other Compensation”), then the amount of the Fee shall be increased as and to the extent necessary so that the Fee payable to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ hereunder, expressed as (i) a dollar amount, (ii) a percentage of the aggregate price to the public of the Shares sold by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering (including any Shares over-allotted by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering regardless of whether the over-allotment option in the Offering is exercised) or (iii) a percentage of the aggregate price to the public of all Shares sold in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised), is no less than the Other Compensation, expressed as (i) a dollar amount, (ii) a percentage of the aggregate price to the public of the Shares sold by such Other Broker in the Offering (including any Shares over-allotted by such Other Broker in the Offering regardless of whether the over-allotment option in the Offering is exercised) or (iii) a percentage of the aggregate price to the public of all Shares sold in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised), respectively. (d) The Company shall pay the Fee to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ on the closing of the purchase and sale of the Shares pursuant to the Underwriting Agreement by wire transfer to the order of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ using the following wire instructions: Citibank, N.A. Account: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Account #: ▇▇▇-▇▇-▇▇▇ ABA #: ▇▇▇-▇▇▇-▇▇▇ Attention: ▇▇▇▇▇ ▇▇▇▇▇ Ref: Nuveen High Income 2023 Municipal 2021 Target Term Fund Please notify “▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇” when the wire is sent. (e) The Company acknowledges that the Fee is in addition to any compensation ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ earns in connection with its role as an underwriter to the Fund in the Offering, which services are distinct from and in addition to the services described above.

Fee. (a) In consideration of advice to the Company relating to, but not limited to, the design and structuring ofdesign, structure, corporate finance and marketing assistance with respect to, of the Fund and the for assistance in connection with distribution of the Fund’s common shares of beneficial interest, par value $0.01 per share (the “Shares”), and syndication assistance with respect to the Fund and the distribution of the Shares, including without limitation, views from an investor market, distribution and syndication perspective on (i) marketing issues with respect to the Fund’s as a closed-end investment policies and proposed investments, (ii) the overall marketing and positioning thesis for the Fund’s initial public offering of its Shares (the “Offering”), (iii) securing syndicate participants for the Offering, (iv) preparation of marketing and diligence materials for underwriters, (v) conveying information and market updates to syndicate members and (vi) coordinating syndicate orders during the Offeringcompany, the Company shall pay a fee to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ you calculated at (A) [ ]based on 1.25% of the aggregate price to the public of all Shares the common shares of beneficial interest of the Fund sold by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering Fund's initial public offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised) and (B) [ ]% of the aggregate price to the public of all Shares sold in the Offering by any other broker or dealer participating in the Offering (each, an “Other Broker”"Offering") (including any Shares common shares of the Fund over-allotted by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering regardless of whether the over-allotment option in the Offering is exercised), equal to $ $[ ] (the “"Fee”"). (b) Subject to paragraph (c), the Fee paid to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall not exceed [ ]% of the total price to the public of the Shares sold by the Fund in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised). In the event the Offering does not proceed, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ will not receive any fees under this Agreement; however, for the avoidance of doubt, accountable expenses actually incurred may be payable to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ pursuant to the terms of the principal underwriting agreement relating to the Offering (the “Underwriting Agreement”). (c) Notwithstanding paragraph (aSection 1(a), in the event that the Company (or the Fund or any person or entity affiliated with the Company, the Fund Company or any sub-adviser to the Fund or acting on behalf of or at the direction of the Company or the Fund, including ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Investment Management Company or any of the foregoingits affiliates) compensates or agrees to compensate any broker or dealer participating in the Offering (each, an "Other Broker Broker") for any services or otherwise in connection with the Offering or with respect to the Fund or its Shares (excluding for this purpose any compensation paid directly to the entire underwriting syndicate, as a group, pursuant to the Underwriting Agreementprincipal underwriting agreement relating to the Offering), whether such compensation be denominated as a fee, an expense reimbursement, a set-off, a credit or otherwise (such compensation with respect to any Other Broker, such Other Broker’s “'s "Other Compensation”"), then the amount of the Fee shall be increased as and to the extent necessary so that the Fee payable to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ hereunder, expressed as (i) a dollar amount, (ii) a percentage of the aggregate price to the public of the Shares common shares of the Fund sold by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering (including any Shares common shares of the Fund over-allotted by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering regardless of whether the over-allotment option in the Offering is exercised) or (iii) a percentage of the aggregate price to the public of all Shares sold in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised), is no less than the Other Compensation, expressed as (i) a dollar amount, (ii) a percentage of the aggregate price to the public of the Shares common shares of the Fund sold by such Other Broker in the Offering (including any Shares over-allotted by such Other Broker in the Offering regardless of whether the over-allotment option in the Offering is exercised) or (iii) a percentage of the aggregate price to the public of all Shares sold in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised), respectivelyOffering. (dc) The Company shall pay the Fee paid to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ on the closing shall not exceed [ ]% of the purchase and sale total price to the public of the Shares pursuant to common shares sold in the Underwriting Agreement Offering. The Fee shall be paid on or before [ ], 2006 and shall be made by wire transfer to the order of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ using the following wire instructions: Citibank, N.A. Account: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Account #: ▇▇▇-▇▇-▇▇▇ ABA #: ▇▇▇-▇▇▇-▇▇▇ Attention: ▇▇▇▇▇ ▇▇▇▇▇ Ref: Nuveen High Income 2023 Target Term Fund Please notify “▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇” when the wire is sent. (e) . The Company acknowledges that the Fee is in addition to any compensation ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ earns you earn in connection with its your role as an underwriter to the Fund in the Offeringits initial public offering, which services are distinct from and in addition to the market and structuring services described above.

Fee. (a) In consideration of advice to for assisting the Company Fund relating to, but not limited to, the design and structuring of, and marketing assistance with respect to, the Fund and the distribution of the Fund’s common shares Term Preferred Shares, Series 2019, with a liquidation preference of beneficial interest, par value $0.01 1,000 per share (the “Term Preferred Shares”), and syndication assistance with respect to the Fund and offering (the distribution “Offering”) of the Term Preferred Shares, including without limitation, views from an investor market, distribution and syndication market perspective on (i) marketing issues with respect to the Fund’s investment policies and proposed investments, (ii) terms of the overall marketing and positioning thesis for the Fund’s initial public offering of its Shares (the “Offering”), (iii) securing syndicate participants for the Offering, (iv) preparation of marketing and diligence materials for underwriters, (v) conveying information and market updates to syndicate members and (vi) coordinating syndicate orders during the OfferingTerm Preferred Shares, the Company Fund shall pay a fee to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ calculated at (A) [ ]% of the aggregate price to the public of all Term Preferred Shares sold by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ the Fund in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised) and (B) [ ]% of the aggregate price to the public of all Shares sold in the Offering by any other broker or dealer participating in the Offering (each, an “Other Broker”) (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised), equal to $ $[ ] (the “Fee”). (b) Subject to paragraph (c), the Fee paid to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall not exceed [ ]% of the total aggregate price to the public of the all Term Preferred Shares sold by the Fund in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised)Offering. In the event the Offering does not proceed, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ will not receive any fees under this Agreement; however, for the avoidance of doubt, accountable expenses actually incurred may be payable by the Fund to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ pursuant to the terms of the principal underwriting agreement relating to the Offering (the “Underwriting Agreement”). (c) Notwithstanding paragraph (a), in the event that the Company Fund (or the Fund or any person or entity affiliated with the Company, the Fund or any sub-adviser to the Fund or acting on behalf of or at the direction of any of the foregoing) compensates or agrees to compensate any other broker or dealer (each, an “Other Broker Broker”) for any services or otherwise in connection with the Offering or with respect to the Fund or its Shares (excluding for this purpose any compensation paid directly to the entire underwriting syndicate, as a group, pursuant to the Underwriting Agreement)Term Preferred Shares, whether such compensation be denominated a fee, an expense reimbursement, a set-off, a credit or otherwise (such compensation with respect to any Other Broker, such Other Broker’s “Other Compensation”), then the amount of the Fee shall be increased as and to the extent necessary so that the Fee payable to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ hereunder, expressed as (i) a dollar amount, amount or (ii) a percentage of the aggregate price to the public of the all Term Preferred Shares sold by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ the Fund in the Offering (including any Shares over-allotted by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering regardless of whether the over-allotment option in the Offering is exercised) or (iii) a percentage of the aggregate price to the public of all Shares sold in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised)Offering, is no less than the Other Compensation, expressed as (i) a dollar amount, amount or (ii) a percentage of the aggregate price to the public of the all Term Preferred Shares sold by such Other Broker the Fund in the Offering (including any Shares over-allotted by such Other Broker in the Offering regardless of whether the over-allotment option in the Offering is exercised) or (iii) a percentage of the aggregate price to the public of all Shares sold in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised)Offering, respectively. (d) The Company Fund shall pay the Fee to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ on the closing of the purchase and sale of the Term Preferred Shares pursuant to the Underwriting Agreement on [ ], 2016, by wire transfer to the order of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ using the following wire instructions: Citibank, N.A. AccountAccount Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Account #and Company Accounts Receivable Incoming Wires Bank Account: ▇▇▇-▇▇-▇▇▇ ABA #ABA: ▇▇▇-▇▇▇-▇▇▇ AttentionSwift Code: ▇▇▇▇▇▇▇▇ Citibank New York ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Ref: Nuveen High Income 2023 Target Term Fund Please notify “▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Please notify “▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇” when the wire is sent. (e) The Company Fund acknowledges that the Fee is in addition to any compensation ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ earns in connection with its role as an underwriter to the Fund in the Offering, which services are distinct from and in addition to the services described above.

Fee. (a) In consideration of advice to the Company relating to, but not limited to, the design and structuring of, and marketing assistance with respect to, the Fund and the distribution of shares of the Fund’s common shares of beneficial interest, par value $0.01 0.00001 per share (the “Shares”), and syndication assistance with respect to the Fund and the distribution of the Shares, including without limitation, views from an investor market, distribution and syndication perspective on (i) diversification, proportion and concentration approaches for the Fund’s investments in light of current market conditions, (ii) marketing issues with respect to the Fund’s investment policies and proposed investments, (iiiii) the proportion of the Fund’s assets to invest in the Fund’s strategies (iv) the overall marketing and positioning thesis for the Fund’s initial public offering of its Shares (the “Offering”), (iiiv) securing syndicate participants for the Offering, (ivvi) preparation of marketing and diligence materials for underwriters, (vvii) conveying information and market updates to syndicate members and (viviii) coordinating syndicate orders during the Offering, the Company shall pay a fee to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ calculated at (A) [ ]% of the aggregate price to the public of all the Shares sold by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering (including any Shares over-allotted by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering regardless of whether the over-allotment option in the Offering is exercised) ), and (B) [ ]% of the aggregate price to the public of all Shares sold in the Offering by any other broker or dealer participating in the Offering (each, an “Other Broker”) ), other than [ ] (including any Shares over-allotted by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering regardless of whether the over-allotment option in the Offering is exercised), equal to $ $[ ] (collectively, the “Fee”). (b) Subject to paragraph (c), the Fee paid to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall not exceed [ ]% %] of the total price to the public of the Shares sold by the Fund in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised). In the event the Offering does not proceed, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ will not receive any fees under this Agreement; however, for the avoidance of doubt, accountable expenses actually incurred may be payable to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ pursuant to the terms of the principal underwriting agreement relating to the Offering (the “Underwriting Agreement”). (c) Notwithstanding paragraph (a), in the event that the Company (or the Fund or any person or entity affiliated with the Company, the Fund or any sub-adviser to the Fund or acting on behalf of or at the direction of any of the foregoing) compensates or agrees to compensate any Other Broker for any services or otherwise in connection with the Offering or with respect to the Fund or its Shares (excluding for this purpose any compensation paid directly to the entire underwriting syndicate, as a group, pursuant to the Underwriting Agreement), whether such compensation be denominated a fee, an expense reimbursement, a set-off, a credit or otherwise (such compensation with respect to any Other Broker, such Other Broker’s “Other Compensation”), then the amount of the Fee shall be increased as and to the extent necessary so that the Fee payable to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ hereunder, expressed as (i) both a dollar amount, (ii) amount and a percentage of the aggregate price to the public of the Shares sold by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering (including any Shares over-allotted by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering regardless of whether the over-allotment option in the Offering is exercised) or (iii) a percentage of the aggregate price to the public of all Shares sold in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised), is no less than the Other Compensation, expressed as (i) both a dollar amount, (ii) amount and a percentage of the aggregate price to the public of the Shares sold by such Other Broker in the Offering (including any Shares over-allotted by such Other Broker in the Offering regardless of whether the over-allotment option in the Offering is exercised) or (iii) a percentage of the aggregate price to the public of all Shares sold in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised), respectively. (d) The Company shall pay the Fee to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ on the closing of the purchase and sale of the Shares pursuant to the Underwriting Agreement on the [Closing Date], by wire transfer to the order of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ using the following wire instructions: Citibank, N.A. Account: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Account #: ▇▇▇-▇▇-▇▇▇ ABA #: ▇▇▇-▇▇▇-▇▇▇ FFC A/C: Attention: ▇▇▇▇▇ ▇▇▇▇▇ Ref: Nuveen High Income 2023 Target Term Fund Please notify “▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇” when the wire is sent.: (e) The Company acknowledges that the Fee is in addition to any compensation ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ earns in connection with its role as an underwriter to the Fund in the Offering, which services are distinct from and in addition to the services described above.

Fee. (a) In consideration of advice to for assisting the Company Fund relating to, but not limited to, the design and structuring of, and marketing assistance with respect to, the Fund and the distribution of the Fund’s common shares Term Preferred Shares, Series 2023, with a liquidation preference of beneficial interest, par value $0.01 1,000 per share (the “Term Preferred Shares”), and syndication assistance with respect to the Fund and offering (the distribution “Offering”) of the Term Preferred Shares, including without limitation, views from an investor market, distribution and syndication market perspective on (i) marketing issues with respect to the Fund’s investment policies and proposed investments, (ii) terms of the overall marketing and positioning thesis for the Fund’s initial public offering of its Shares (the “Offering”), (iii) securing syndicate participants for the Offering, (iv) preparation of marketing and diligence materials for underwriters, (v) conveying information and market updates to syndicate members and (vi) coordinating syndicate orders during the OfferingTerm Preferred Shares, the Company Fund shall pay a fee to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ calculated at (A) [ ]% of the aggregate price to the public of all Term Preferred Shares sold by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ the Fund in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised) and (B) [ ]% of the aggregate price to the public of all Shares sold in the Offering by any other broker or dealer participating in the Offering (each, an “Other Broker”) (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised), equal to $ $[ ] (the “Fee”). (b) Subject to paragraph (c), the Fee paid to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall not exceed [ ]% of the total aggregate price to the public of the all Term Preferred Shares sold by the Fund in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised)Offering. In the event the Offering does not proceed, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ will not receive any fees under this Agreement; however, for the avoidance of doubt, accountable expenses actually incurred may be payable by the Fund to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ pursuant to the terms of the principal underwriting agreement relating to the Offering (the “Underwriting Agreement”). (c) Notwithstanding paragraph (a), in the event that the Company Fund (or the Fund or any person or entity affiliated with the Company, the Fund or any sub-adviser to the Fund or acting on behalf of or at the direction of any of the foregoing) compensates or agrees to compensate any other broker or dealer (each, an “Other Broker Broker”) for any services or otherwise in connection with the Offering or with respect to the Fund or its Shares (excluding for this purpose any compensation paid directly to the entire underwriting syndicate, as a group, pursuant to the Underwriting Agreement)Term Preferred Shares, whether such compensation be denominated a fee, an expense reimbursement, a set-off, a credit or otherwise (such compensation with respect to any Other Broker, such Other Broker’s “Other Compensation”), then the amount of the Fee shall be increased as and to the extent necessary so that the Fee payable to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ hereunder, expressed as (i) a dollar amount, amount or (ii) a percentage of the aggregate price to the public of the all Term Preferred Shares sold by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ the Fund in the Offering (including any Shares over-allotted by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering regardless of whether the over-allotment option in the Offering is exercised) or (iii) a percentage of the aggregate price to the public of all Shares sold in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised)Offering, is no less than the Other Compensation, expressed as (i) a dollar amount, amount or (ii) a percentage of the aggregate price to the public of the all Term Preferred Shares sold by such Other Broker the Fund in the Offering (including any Shares over-allotted by such Other Broker in the Offering regardless of whether the over-allotment option in the Offering is exercised) or (iii) a percentage of the aggregate price to the public of all Shares sold in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised)Offering, respectively. (d) The Company Fund shall pay the Fee to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ on the closing of the purchase and sale of the Term Preferred Shares pursuant to the Underwriting Agreement on [ ], 2016, by wire transfer to the order of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ using the following wire instructions: Citibank, N.A. AccountAccount Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Account #and Company Accounts Receivable Incoming Wires Bank Account: ▇▇▇-▇▇-▇▇▇ ABA #ABA: ▇▇▇-▇▇▇-▇▇▇ AttentionSwift Code: ▇▇▇▇▇▇▇▇ Citibank New York ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Ref: Nuveen High Income 2023 Target Term Fund Please notify “▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Please notify “▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇” when the wire is sent. (e) The Company Fund acknowledges that the Fee is in addition to any compensation ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ earns in connection with its role as an underwriter to the Fund in the Offering, which services are distinct from and in addition to the services described above.

Fee. (a) In consideration of advice to the Company relating to, but not limited to, the design and structuring of, and marketing assistance with respect to, the Fund and the distribution of shares of the Fund’s common shares of beneficial intereststock, par value $0.01 0.001 per share (the “Shares”), and syndication assistance with respect to the Fund and the distribution of the Shares, including without limitation, views from an investor market, market and distribution and syndication perspective on (i) diversification, proportion and concentration approaches for the Fund’s investments in light of current market conditions, (ii) marketing issues with respect to the Fund’s investment policies and proposed investments, (iiiii) the proportion of the Fund’s assets to invest in the Fund’s strategies and (iv) the overall marketing and positioning thesis for the Fund’s initial public offering of its Shares (the “Offering”), (iii) securing syndicate participants for the Offering, (iv) preparation of marketing and diligence materials for underwriters, (v) conveying information and market updates to syndicate members and (vi) coordinating syndicate orders during the Offering, the Company shall pay a fee to ▇M▇▇▇▇▇ ▇S▇▇▇▇▇▇ calculated at (A) [ ]% of the aggregate price to the public of all the Shares sold by ▇M▇▇▇▇▇ ▇S▇▇▇▇▇▇ in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised) and (B) [ ]% of the aggregate price to the public of all Shares sold in the Offering by any other broker or dealer participating in the Offering (each, an “Other Broker”) (including any Shares over-allotted M▇▇▇▇▇ S▇▇▇▇▇▇ in the Offering regardless of whether the over-allotment option in the Offering is exercised), equal to $ [ [$_____] (the “Structuring Fee”). (b) In consideration of advice to the Company relating to, but not limited to, syndication assistance with respect to the Fund and the distribution of the Fund’s Shares, including without limitation, (i) securing syndicate participants for the Offering, (ii) preparation of marketing and diligence materials for underwriters, (iii) conveying information and market updates to syndicate members and (iv) coordinating syndicate orders during the Offering, the Company shall pay a fee to M▇▇▇▇▇ S▇▇▇▇▇▇ equal to [$_____] (the “Syndication Fee” and, together with the Structuring Fee, the “Fee”). (bc) Subject to paragraph (cd), the Structuring Fee paid to ▇M▇▇▇▇▇ ▇S▇▇▇▇▇▇ shall not exceed [ ]% [_____%] of the total price to the public of the Shares sold by the Fund in the Offering (including any and the Syndication Fee paid to M▇▇▇▇▇ S▇▇▇▇▇▇ shall not exceed [_____%] of the total price to the public of the Shares over-allotted sold by the Fund in the Offering regardless of whether the over-allotment option in the Offering is exercised)Offering. In the event the Offering does not proceed, ▇M▇▇▇▇▇ ▇S▇▇▇▇▇▇ will not receive any fees under this Agreement; however, for the avoidance of doubt, accountable expenses actually incurred may be payable to ▇M▇▇▇▇▇ ▇S▇▇▇▇▇▇ pursuant to the terms of the principal underwriting agreement relating to the Offering (the “Underwriting Agreement”). (cd) Notwithstanding paragraph (a), in the event that the Company (or the Fund or any person or entity affiliated with the Company, the Fund or any sub-adviser to the Fund or acting on behalf of or at the direction of any of the foregoing) compensates or agrees to compensate any other broker or dealer participating in the Offering (each, an “Other Broker Broker”) for any services or otherwise in connection with the Offering or with respect to the Fund or its Shares (excluding for this purpose any compensation paid directly to the entire underwriting syndicate, as a group, pursuant to the Underwriting Agreement), whether such compensation be denominated a fee, an expense reimbursement, a set-off, a credit or otherwise (such compensation with respect to any Other Broker, such Other Broker’s “Other Compensation”), then the amount of the Structuring Fee shall be increased as and to the extent necessary so that the Structuring Fee payable to ▇M▇▇▇▇▇ ▇S▇▇▇▇▇▇ hereunder, expressed as (i) both a dollar amount, (ii) amount and a percentage of the aggregate price to the public of the Shares sold by ▇M▇▇▇▇▇ ▇S▇▇▇▇▇▇ in the Offering (including any Shares over-allotted by M▇▇▇▇▇ S▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering regardless of whether the over-allotment option in the Offering is exercised) or (iii) a percentage of the aggregate price to the public of all Shares sold in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised), is no less than the Other Compensation, expressed as (i) both a dollar amount, (ii) amount and a percentage of the aggregate price to the public of the Shares sold by such Other Broker in the Offering (including any Shares over-allotted by such Other Broker in the Offering regardless of whether the over-allotment option in the Offering is exercised) or (iii) a percentage of the aggregate price to the public of all Shares sold in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised), respectively. (de) The Company shall pay the Fee to ▇M▇▇▇▇▇ ▇S▇▇▇▇▇▇ on the closing of the purchase and sale of the Shares pursuant to the Underwriting Agreement on [Closing Date], by wire transfer to the order of ▇M▇▇▇▇▇ ▇S▇▇▇▇▇▇ using the following wire instructions: [Citibank, N.A. Account: ▇M▇▇▇▇▇ ▇S▇▇▇▇▇▇ & Co. Account #: ▇3▇▇-▇▇-▇▇▇ ABA #: ▇0▇▇-▇▇▇-▇▇▇ Attention: ▇L▇▇▇▇ ▇▇▇▇▇ Ref: Nuveen High Income 2023 Target Term Duff & P▇▇▇▇▇ Select Energy MLP Fund Inc. Please notify “▇f▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇” when the wire is sent.] (ef) The Company acknowledges that the Fee is in addition to any compensation ▇M▇▇▇▇▇ ▇S▇▇▇▇▇▇ earns in connection with its role as an underwriter to the Fund in the Offering, which services are distinct from and in addition to the services described above.

Fee. (a) In consideration of advice services to the Company relating to, but not limited to, the design and structuring of, and marketing assistance with respect to, the Fund and the distribution of the Fund’s common shares of beneficial interest, par value $0.01 0.001 per share (the “Shares”), and syndication assistance with respect to the Fund and the distribution of the Shares, including without limitation, views from an investor market, market and distribution and syndication perspective on (i) marketing issues with respect the timing of and receptivity to the Fund’s investment policies and proposed investments, (ii) the overall marketing and positioning thesis for the Fund’s initial public offering of its Shares (the “Offering”), (ii) marketing issues with respect to the Fund’s investment policies and proposed investments and (iii) the overall marketing and positioning thesis for the Offering, the Company shall pay a fee to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ calculated at 0.95% of the aggregate price to the public of the Shares sold by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering (including any Shares over-allotted by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering regardless of whether the over-allotment option in the Offering is exercised), equal to $[ ] (the “Structuring Fee”). (b) In consideration of advice to the Company relating to, but not limited to, syndication assistance with respect to the Fund and the distribution of the Fund’s Shares, including without limitation, (i) securing syndicate participants for the Offering, (ivii) preparation of marketing and diligence materials for underwriters, (viii) conveying information and market updates to syndicate members and (viiv) coordinating syndicate orders during the Offering, the Company shall pay a fee to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ calculated at (A) [ ]% of the aggregate price to the public of all Shares sold by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised) and (B) [ ]0.45% of the aggregate price to the public of all Shares sold in the Offering by any other broker or dealer participating in the Offering (each, an “Other Broker”) other than [ ] (including any Shares over-allotted by such Other Brokers in the Offering regardless of whether the over-allotment option in the Offering is exercised), equal to $ $[ ] (together with the Structuring Fee, the “Fee”). (bc) Subject to paragraph (c), the Fee paid to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall not exceed [ ]% of the total price to the public of the Shares sold by the Fund in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised). In the event the Offering does not proceed, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ will not receive any fees under this Agreement; however, for the avoidance of doubt, accountable expenses actually incurred may be payable to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ pursuant to the terms of the principal underwriting agreement relating to the Offering (the “Underwriting Agreement”). (cd) Notwithstanding paragraph (a), in the event that the Company (or the Fund or any person or entity affiliated with the Company, the Fund or any sub-adviser to the Fund or acting on behalf of or at the direction of any of the foregoing) compensates or agrees to compensate any Other Broker for any services or otherwise in connection with the Offering or with respect to the Fund or its Shares (excluding for this purpose any compensation paid directly to the entire underwriting syndicate, as a group, pursuant to the Underwriting Agreement), whether such compensation be denominated a fee, an expense reimbursement, a set-off, a credit or otherwise (such compensation with respect to any Other Broker, such Other Broker’s “Other Compensation”), then the amount of the Fee shall be increased as and to the extent necessary so that the Fee payable to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ hereunder, expressed as (i) a dollar amount, (ii) a percentage of the aggregate price to the public of the Shares sold by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering (including any Shares over-allotted by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering regardless of whether the over-allotment option in the Offering is exercised) or (iii) a percentage of the aggregate price to the public of all Shares sold in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised), ) is no less than the Other Compensation, expressed as (i) a dollar amount, (ii) a percentage of the aggregate price to the public of the Shares sold by such Other Broker in the Offering (including any Shares over-allotted by such Other Broker in the Offering regardless of whether the over-allotment option in the Offering is exercised) or (iii) a percentage of the aggregate price to the public of all Shares sold in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised), respectively. (de) The Company shall pay the Fee to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ on the closing of the purchase and sale of the Shares pursuant to the Underwriting Agreement on November 30, 2020, by wire transfer to the order of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ using the following wire instructions: Citibank, N.A. Account: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Account #: ▇▇▇-▇▇-▇▇▇ ABA #: ▇▇▇-▇▇▇-▇▇▇ Attention: ▇▇▇▇▇ ▇▇▇▇▇ Ref: Nuveen PGIM Short Duration High Income 2023 Target Term Yield Opportunities Fund Please notify “▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇” when the wire is sent.sent.(1) (ef) The Company acknowledges that the Fee is in addition to any compensation ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ earns in connection with its role as an underwriter to the Fund in the Offering, which services are distinct from and in addition to the services described above.

Fee. (a) In consideration of advice to the Company relating to, but not limited to, the design and structuring of, and marketing assistance with respect to, the Fund and the distribution of the Fund’s common shares of beneficial interest, par value $0.01 per share (the “Shares”), and syndication assistance with respect to the Fund and the distribution of the Shares, including without limitation, views from an investor market, distribution and syndication perspective on (i) marketing issues with respect to the Fund’s investment policies and proposed investments, (ii) the overall marketing and positioning thesis for the Fund’s initial public offering of its Shares (the “Offering”), (iii) securing syndicate participants for the Offering, (iv) preparation of marketing and diligence materials for underwriters, (v) conveying information and market updates to syndicate members and (vi) coordinating syndicate orders during the Offering, the Company shall pay a fee to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ calculated at (A) [ ]0.50% of the aggregate price to the public of all Shares sold in the Offering (whether sold by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised) and (B) [ ]% of the aggregate price to the public of all Shares sold in the Offering by or any other broker or dealer participating in the Offering (each, an “Other Broker”) (and including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised), equal to $ [ ] $2,821,216.40 (the “Fee”). (b) Subject to paragraph (c), the Fee paid to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall not exceed [ ]0.50% of the total price to the public of the Shares sold by the Fund in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised). In the event the Offering does not proceed, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ will not receive any fees under this Agreement; however, for the avoidance of doubt, accountable expenses actually incurred may be payable to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ pursuant to the terms of the principal underwriting agreement relating to the Offering (the “Underwriting Agreement”). (c) Notwithstanding paragraph (a), in the event that the Company (or the Fund or any person or entity affiliated with the Company, the Fund or any sub-adviser to the Fund or acting on behalf of or at the direction of any of the foregoing) compensates or agrees to compensate any Other Broker for any services or otherwise in connection with the Offering or with respect to the Fund or its Shares (excluding for this purpose any compensation paid directly to the entire underwriting syndicate, as a group, pursuant to the Underwriting Agreement), whether such compensation be denominated a fee, an expense reimbursement, a set-off, a credit or otherwise (such compensation with respect to any Other Broker, such Other Broker’s “Other Compensation”), then the amount of the Fee shall be increased as and to the extent necessary so that the Fee payable to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ hereunder, expressed as (i) a dollar amount, (ii) a percentage of the aggregate price to the public of the Shares sold by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering (including any Shares over-allotted by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering regardless of whether the over-allotment option in the Offering is exercised) or (iii) a percentage of the aggregate price to the public of all Shares sold in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised), is no less than the Other Compensation, expressed as (i) a dollar amount, (ii) a percentage of the aggregate price to the public of the Shares sold by such Other Broker in the Offering (including any Shares over-allotted by such Other Broker in the Offering regardless of whether the over-allotment option in the Offering is exercised) or (iii) a percentage of the aggregate price to the public of all Shares sold in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised), respectively. (d) The Company shall pay the Fee to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ on the closing of the purchase and sale of the Shares pursuant to the Underwriting Agreement by wire transfer to the order of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ using the following wire instructions: Citibank, N.A. Account: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Account #: ▇▇▇-▇▇-▇▇▇ ABA #: ▇▇▇-▇▇▇-▇▇▇ Attention: ▇▇▇▇▇ ▇▇▇▇▇ Ref: Nuveen High Income 2023 November 2021 Target Term Fund Please notify “▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇” when the wire is sent. (e) The Company acknowledges that the Fee is in addition to any compensation ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ earns in connection with its role as an underwriter to the Fund in the Offering, which services are distinct from and in addition to the services described above.

Fee. (a) In consideration of advice services to the Company relating to, but not limited to, the design and structuring of, and marketing assistance with respect to, the Fund and the distribution of the Fund’s common shares of beneficial interest, par value $0.01 0.001 per share (the “Shares”), and syndication assistance with respect to the Fund and the distribution of the Shares, including without limitation, views from an investor market, market and distribution and syndication perspective on (i) marketing issues with respect the timing of and receptivity to the Fund’s investment policies and proposed investments, (ii) the overall marketing and positioning thesis for the Fund’s initial public offering of its Shares (the “Offering”), (ii) marketing issues with respect to the Fund’s investment policies and proposed investments and (iii) the overall marketing and positioning thesis for the Offering, the Company shall pay a fee to Mo▇▇▇▇ ▇t▇▇▇▇▇ ▇alculated at 0.95% of the aggregate price to the public of the Shares sold by Mo▇▇▇▇ ▇t▇▇▇▇▇ ▇n the Offering (including any Shares over-allotted by Mo▇▇▇▇ ▇t▇▇▇▇▇ ▇n the Offering regardless of whether the over-allotment option in the Offering is exercised), equal to $2,946,040.06 (the “Structuring Fee”). (b) In consideration of advice to the Company relating to, but not limited to, syndication assistance with respect to the Fund and the distribution of the Fund’s Shares, including without limitation, (i) securing syndicate participants for the Offering, (ivii) preparation of marketing and diligence materials for underwriters, (viii) conveying information and market updates to syndicate members and (viiv) coordinating syndicate orders during the Offering, the Company shall pay a fee to Mo▇▇▇▇ ▇t▇▇▇▇▇ ▇▇▇▇▇▇▇ calculated alculated at (A) [ ]% of the aggregate price to the public of all Shares sold by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised) and (B) [ ]0.45% of the aggregate price to the public of all Shares sold in the Offering by any other broker or dealer participating in the Offering (each, an “Other Broker”) (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised), equal to $ [ ] $416,460.24 (together with the Structuring Fee, the “Fee”). (bc) Subject to paragraph (c), the Fee paid to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall not exceed [ ]% of the total price to the public of the Shares sold by the Fund in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised). In the event the Offering does not proceed, Mo▇▇▇▇ ▇t▇▇▇▇▇ ▇▇▇▇▇▇▇ will ill not receive any fees under this Agreement; however, for the avoidance of doubt, accountable expenses actually incurred may be payable to Mo▇▇▇▇ ▇t▇▇▇▇▇ ▇▇▇▇▇▇▇ pursuant ursuant to the terms of the principal underwriting agreement relating to the Offering (the “Underwriting Agreement”). (cd) Notwithstanding paragraph (a), in the event that the Company (or the Fund or any person or entity affiliated with the Company, the Fund or any sub-adviser to the Fund or acting on behalf of or at the direction of any of the foregoing) compensates or agrees to compensate any Other Broker for any services or otherwise in connection with the Offering or with respect to the Fund or its Shares (excluding for this purpose any compensation paid directly to the entire underwriting syndicate, as a group, pursuant to the Underwriting Agreement), whether such compensation be denominated a fee, an expense reimbursement, a set-off, a credit or otherwise (such compensation with respect to any Other Broker, such Other Broker’s “Other Compensation”), then the amount of the Fee shall be increased as and to the extent necessary so that the Fee payable to Mo▇▇▇▇ ▇t▇▇▇▇▇ ▇▇▇▇▇▇▇ hereunderereunder, expressed as (i) a dollar amount, (ii) a percentage of the aggregate price to the public of the Shares sold by Mo▇▇▇▇ ▇t▇▇▇▇▇ ▇▇▇▇▇▇▇ in n the Offering (including any Shares over-allotted by Mo▇▇▇▇ ▇t▇▇▇▇▇ ▇▇▇▇▇▇▇ in n the Offering regardless of whether the over-allotment option in the Offering is exercised) or (iii) a percentage of the aggregate price to the public of all Shares sold in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised), ) is no less than the Other Compensation, expressed as (i) a dollar amount, (ii) a percentage of the aggregate price to the public of the Shares sold by such Other Broker in the Offering (including any Shares over-allotted by such Other Broker in the Offering regardless of whether the over-allotment option in the Offering is exercised) or (iii) a percentage of the aggregate price to the public of all Shares sold in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised), respectively. (de) The Company shall pay the Fee to Mo▇▇▇▇ ▇t▇▇▇▇▇ ▇▇▇▇▇▇▇ on n the closing of the purchase and sale of the Shares pursuant to the Underwriting Agreement on November 30, 2020, by wire transfer to the order of Mo▇▇▇▇ ▇t▇▇▇▇▇ ▇▇▇▇▇▇▇ using sing the following wire instructions: Citibank, N.A. Account: ▇▇Mo▇▇▇▇ ▇▇t▇▇▇▇▇ & Co. Account #: ▇▇38▇-▇▇-▇▇▇ ABA #: ▇▇02▇-▇▇▇-▇▇▇ Attention: ▇▇La▇▇▇ ▇▇▇▇▇ Ref: Nuveen PGIM Short Duration High Income 2023 Target Term Yield Opportunities Fund Please notify “▇▇fi▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇” when the wire is sent. (ef) The Company acknowledges that the Fee is in addition to any compensation Mo▇▇▇▇ ▇t▇▇▇▇▇ ▇▇▇▇▇▇▇ earns arns in connection with its role as an underwriter to the Fund in the Offering, which services are distinct from and in addition to the services described above.

Fee. (a) In consideration of advice to the Company relating to, but not limited to, the design and structuring of, and marketing assistance with respect to, the Fund and the distribution of the Fund’s common shares of beneficial interest, par value $0.01 0.001 per share (the “Shares”), and syndication assistance with respect to the Fund and the distribution of the Shares, including without limitation, views from an investor market, market and distribution and syndication perspective on (i) diversification, proportion and concentration approaches for the Fund’s investments in light of current market conditions, (ii) marketing issues with respect to the Fund’s investment policies and proposed investments, (iiiii) the proportion of the Fund’s assets to invest in the Fund’s strategies and (iv) the overall marketing and positioning thesis for the Fund’s initial public offering of its Shares (the “Offering”), (iii) securing syndicate participants for the Offering, (iv) preparation of marketing and diligence materials for underwriters, (v) conveying information and market updates to syndicate members and (vi) coordinating syndicate orders during the Offering, the Company shall pay a fee to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ calculated at (A) [ ]% of the aggregate price to the public of all the Shares sold by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised) and (B) [ ]% of the aggregate price to the public of all Shares sold in the Offering by any other broker or dealer participating in the Offering (each, an “Other Broker”) (including any Shares over-allotted ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering regardless of whether the over-allotment option in the Offering is exercised), equal to $ $[ ] (the “Fee”). (b) Subject to paragraph (c), the Fee paid to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall not exceed [ ]% of the total price to the public of the Shares sold by the Fund in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised). In the event the Offering does not proceed, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ will not receive any fees under this Agreement; however, for the avoidance of doubt, accountable expenses actually incurred may be payable to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ pursuant to the terms of the principal underwriting agreement relating to the Offering (the “Underwriting Agreement”). (c) Notwithstanding paragraph (a), and excluding any compensation or agreement to compensate (whether such compensation be denominated as a fee, an expense reimbursement, a set-off, a credit or otherwise) BofA Securities, Inc. (collectively with its affiliates, “BofA Securities”), as lead manager in the Offering, for syndication assistance (the “Syndication Fee”), in the event that the Company (or the Fund or any person or entity affiliated with the Company, the Fund or any sub-adviser to the Fund or acting on behalf of or at the direction of any of the foregoing) compensates or agrees to compensate any other broker or dealer listed on Schedule A of the Underwriting Agreement (each, an “Other Broker Broker”) for any services or otherwise in connection with the Offering or with respect to the Fund or its Shares (excluding for this purpose any compensation paid directly to the entire underwriting syndicate, as a group, pursuant to the Underwriting Agreement), whether such compensation be denominated a fee, an expense reimbursement, a set-off, a credit or otherwise (such compensation with respect to any Other Broker, such Other Broker’s “Other Compensation”), then the amount of the Fee shall be increased as and to the extent necessary so that the Fee payable to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ hereunder, expressed as (i) both a dollar amount, (ii) amount and a percentage of the aggregate price to the public of the Shares sold by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering (including any Shares over-allotted by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering regardless of whether the over-allotment option in the Offering is exercised) or (iii) a percentage of the aggregate price to the public of all Shares sold in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised), is no less than the Other Compensation, expressed as (i) both a dollar amount, (ii) amount and a percentage of the aggregate price to the public of the Shares sold by such Other Broker in the Offering (including any Shares over-allotted by such Other Broker in the Offering regardless of whether the over-allotment option in the Offering is exercised) ). Additionally, notwithstanding the above, if the Syndication Fee paid to or (iii) a percentage agreed to be paid to BofA Securities, as lead manager of the Offering, as determined on the basis of the aggregate price to the public of all Shares sold in the Offering by any Other Broker other than [ ] (including any Common Shares over-allotted by such Other Broker in the Offering regardless of whether the over-allotment option in the Offering is exercised), respectivelyis calculated at a rate greater than [ ]% of such Common Shares, the amount of the Fee payable to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ hereunder shall be increased by the additional amount of the Syndication Fee paid or payable to BofA Securities that results from such rate being greater than [ ]%. (d) The Company shall pay the Fee to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ on within three (3) business days following receipt by the closing Company of the purchase and sale of the Shares pursuant to the Underwriting Agreement an invoice from ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, by wire transfer to the order of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ using the following wire instructions: Citibank, N.A. Account: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Account #: ▇▇▇-▇▇-▇▇▇ ABA #: ▇▇▇-▇▇▇-▇▇▇ Attention: ▇▇▇▇▇ ▇▇▇▇▇ Ref: Nuveen High Income 2023 Target Term Fund Please notify “▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇” when the wire is sent.: (e) The Company acknowledges that the Fee is in addition to any compensation ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ earns in connection with its role as an underwriter to the Fund in the Offering, which services are distinct from and in addition to the services described above.

Fee. (a) In consideration of advice to the Company relating to, but not limited to, the design and structuring of, and marketing assistance with respect to, the Fund and the distribution of the Fund’s common shares of beneficial interest, no par value $0.01 per share (the “Shares”), and syndication assistance with respect to the Fund and the distribution of the Shares, including without limitation, views from an investor market, distribution and syndication perspective on (i) marketing issues with respect to the Fund’s investment policies and proposed investments, (ii) the overall marketing and positioning thesis for the Fund’s initial public offering of its Shares (the “Offering”), (iii) securing syndicate participants for the Offering, (iv) preparation of marketing and diligence materials for underwriters, (v) conveying information and market updates to syndicate members and (vi) coordinating syndicate orders during the Offering, the Company shall pay a fee to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ calculated at (A) 0.[ ]% of the aggregate price to the public of all Shares sold by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised) and (B) 0.[ ]% of the aggregate price to the public of all Shares sold in the Offering by any other broker or dealer participating in the Offering (each, an “Other Broker”) (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised), equal to $ $[ ] (the “Fee”). (b) Subject to paragraph (c), the Fee paid to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall not exceed 0.[ ]% of the total price to the public of the Shares sold by the Fund in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised). In the event the Offering does not proceed, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ will not receive any fees under this Agreement; however, for the avoidance of doubt, accountable expenses actually incurred may be payable to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ pursuant to the terms of the principal underwriting agreement relating to the Offering (the “Underwriting Agreement”). (c) Notwithstanding paragraph (a), in the event that the Company (or the Fund or any person or entity affiliated with the Company, the Fund or any sub-sub- adviser to the Fund or acting on behalf of or at the direction of any of the foregoing) compensates or agrees to compensate any Other Broker for any services or otherwise in connection with the Offering or with respect to the Fund or its Shares (excluding for this purpose any compensation paid directly to the entire underwriting syndicate, as a group, pursuant to the Underwriting Agreement), whether such compensation be denominated a fee, an expense reimbursement, a set-off, a credit or otherwise (such compensation with respect to any Other Broker, such Other Broker’s “Other Compensation”), then the amount of the Fee shall be increased as and to the extent necessary so that the Fee payable to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ hereunder, expressed as (i) a dollar amount, (ii) a percentage of the aggregate price to the public of the Shares sold by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering (including any Shares over-allotted by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering regardless of whether the over-allotment option in the Offering is exercised) or (iii) a percentage of the aggregate price to the public of all Shares sold in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised), is no less than the Other Compensation, expressed as (i) a dollar amount, (ii) a percentage of the aggregate price to the public of the Shares sold by such Other Broker in the Offering (including any Shares over-allotted by such Other Broker in the Offering regardless of whether the over-allotment option in the Offering is exercised) or (iii) a percentage of the aggregate price to the public of all Shares sold in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised), respectively. (d) The Company shall pay the Fee to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ on the closing of the purchase and sale of the Shares pursuant to the Underwriting Agreement by wire transfer to the order of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ using the following wire instructions: Citibank, N.A. Account: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Account #: ▇▇▇-▇▇-▇▇▇ ABA #: ▇▇▇-▇▇▇-▇▇▇ Attention: ▇▇▇▇▇ ▇▇▇▇▇ Ref: Nuveen Invesco High Income 2023 2024 Target Term Fund Please notify “▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇” when the wire is sent. (e) The Company acknowledges that the Fee is in addition to any compensation ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ earns in connection with its role as an underwriter to the Fund in the Offering, which services are distinct from and in addition to the services described above.

Fee. (a) In consideration of advice to the Company relating to, but not limited to, the design and structuring of, and marketing assistance with respect to, the Fund and the distribution of the Fund’s its common shares of beneficial interest, par value $0.01 per share stock (the “Shares”), and syndication assistance with respect to the Fund and the distribution of the Shares, including without limitation, views from an investor market, market and distribution and syndication perspective on (i) diversification, proportion and concentration approaches for the Fund’s investments in light of current market conditions, (ii) marketing issues with respect to the Fund’s investment policies and proposed investments, (iiiii) the proportion of the Fund’s assets to invest in the Fund’s strategies, and (iv) the overall marketing and positioning thesis for the Fund’s initial public offering of its Shares (the “Offering”), (iii) securing syndicate participants for the Offering, (iv) preparation of marketing and diligence materials for underwriters, (v) conveying information and market updates to syndicate members and (vi) coordinating syndicate orders during the Offeringoffering, the Company shall pay a fee to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ calculated at (A) [ ]% [•]% of the aggregate price to the public of all the Shares sold by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering Fund’s initial public offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised) and (B) [ ]% of the aggregate price to the public of all Shares sold in the Offering by any other broker or dealer participating in the Offering (each, an “Other BrokerOffering”) (including any Shares over-allotted by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering regardless of whether the over-allotment option in the Offering is exercised), equal to $ $[ ] (the “Fee”). (b) . Subject to paragraph (cb), the Fee paid to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall not exceed [ ]% of the total price to the public of the Shares sold by the Fund in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised)Offering. In the event the Offering does not proceed, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ will not receive any fees under this Agreement; however, for the avoidance of doubt, accountable expenses actually incurred may be payable to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ pursuant to the terms of the principal underwriting agreement relating to the Offering (the “Underwriting Agreement”). (cb) Notwithstanding paragraph (a), in the event that the Company (or the Fund or any person or entity affiliated with the Company, the Fund or any sub-adviser to the Fund or acting on behalf of or at the direction of any of the foregoing) compensates or agrees to compensate any other broker or dealer participating in the Offering (each, an “Other Broker Broker”) for any services or otherwise in connection with the Offering or with respect to the Fund or its Shares (excluding for this purpose any compensation paid directly to the entire underwriting syndicate, as a group, pursuant to the Underwriting Agreement), whether such compensation be denominated a fee, an expense reimbursement, a set-off, a credit or otherwise (such compensation with respect to any Other Broker, such Other Broker’s “Other Compensation”), then the amount of the Fee shall be increased as and to the extent necessary so that the Fee payable to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ hereunder, expressed as (i) a dollar amount, (ii) a percentage of the aggregate price to the public of the Shares sold by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering (including any Shares over-allotted by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering regardless of whether the over-allotment option in the Offering is exercised) or (iii) a percentage of the aggregate price to the public of all Shares sold in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised), is no less than the Other Compensation, expressed as (i) a dollar amount, (ii) a percentage of the aggregate price to the public of the Shares sold by such Other Broker in the Offering (including any Shares over-allotted by such Other Broker in the Offering regardless of whether the over-allotment option in the Offering is exercised). This paragraph 1(b) or (iiiwill not apply to any Other Compensation paid to any Other Broker who is designated as the lead manager in the Offering. For purposes of paragraphs 1(a) a percentage and 1(b), the number of Shares sold by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall be deemed to include [•] of the aggregate price to the public number of all Shares sold in by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Wealth Management, and Citigroup Global Markets Inc. shall be deemed to have sold the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised), respectivelyother [•]. (dc) The Company shall pay the Fee to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ on the closing of the purchase and sale of the Shares pursuant to the Underwriting Agreement on [•], 2013 by wire transfer to the order of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ using the following wire instructions: Citibank, N.A. Account: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Account #: ▇▇▇-▇▇-▇▇▇ ABA #: ▇▇▇-▇▇▇-▇▇▇ Attention: ▇▇▇▇▇ ▇▇▇▇▇ Ref: Nuveen High Income 2023 Target Term Fund Please notify “▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇” when the wire is sent. (e) . The Company acknowledges that the Fee is in addition to any compensation ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ earns in connection with its role as an underwriter to the Fund in the Offering, which services are distinct from and in addition to the marketing and structuring services described above.

Fee. (a) In consideration of advice to the Company relating to, but not limited to, the design and structuring of, and marketing assistance with respect to, the Fund and the distribution of the Fund’s common shares of beneficial interestcommon stock, par value $0.01 0.001 per share (the “Shares”), and syndication assistance with respect to the Fund and the distribution of the Shares, including without limitation, views from an investor market, market and distribution and syndication perspective on (i) diversification, proportion and concentration approaches for the Fund’s investments in light of current market conditions, (ii) marketing issues with respect to the Fund’s investment policies and proposed investments, (iiiii) the target allocation of the Fund’s assets among its various investment strategies and (iv) the overall marketing and positioning thesis for the Fund’s initial public offering of its Shares (the “Offering”), (iii) securing syndicate participants for the Offering, (iv) preparation of marketing and diligence materials for underwriters, (v) conveying information and market updates to syndicate members and (vi) coordinating syndicate orders during the Offering, the Company shall pay a fee to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ calculated at (A) [ ]__% of the aggregate price to the public of all the Shares sold by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering (including any Shares over-allotted by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering regardless of whether the over-allotment option in the Offering is exercised) and (B) [ ]% of the aggregate price to the public of all Shares sold in the Offering by any other broker or dealer participating in the Offering (each, an “Other Broker”) (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised), equal to $ [ ] $__ (the “Fee”). (b) . Subject to paragraph (cb), the Fee paid to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall not exceed [ ]__% of the total price to the public of the Shares sold by the Fund in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised)Offering. In the event the Offering does not proceed, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ will not receive any fees under this Agreement; however, for the avoidance of doubt, accountable expenses actually incurred may be payable to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ pursuant to the terms of the principal underwriting agreement relating to the Offering (the “Underwriting Agreement”). (cb) Notwithstanding paragraph (a), in the event that the Company (or the Fund or any person or entity affiliated with the Company, the Fund or any sub-adviser to the Fund or acting on behalf of or at the direction of any of the foregoing) compensates or agrees to compensate any other broker or dealer (each, an “Other Broker Broker”) listed on Exhibit A of the Underwriting Agreement for any services or otherwise in connection with the Offering or with respect to the Fund or its Shares (excluding for this purpose any compensation paid directly to the entire underwriting syndicate, as a group, pursuant to the Underwriting Agreement), whether such compensation be denominated a fee, an expense reimbursement, a set-off, a credit or otherwise (such compensation with respect to any Other Broker, such Other Broker’s “Other Compensation”), then the amount of the Fee shall be increased as and to the extent necessary so that the Fee payable to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ hereunder, expressed as (i) a dollar amount, (ii) a percentage of the aggregate price to the public of the Shares sold by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering (including any Shares over-allotted by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering regardless of whether the over-allotment option in the Offering is exercised) or (iii) a percentage of the aggregate price to the public of all Shares sold in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised), is no less than the Other Compensation, expressed as (i) a dollar amount, (ii) a percentage of the aggregate price to the public of the Shares sold by such Other Broker in the Offering (including any Shares over-allotted by such Other Broker in the Offering regardless of whether the over-allotment option in the Offering is exercised). This paragraph 1(b) or (iii) a percentage of the aggregate price shall not apply to the public of all Shares sold in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised)Other Compensation paid to ▇▇▇▇▇ Fargo Securities, respectivelyLLC. (dc) The Company shall pay the Fee to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ on the closing of the purchase and sale of the Shares pursuant to the Underwriting Agreement on __________, 2017, by wire transfer to the order of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ using the following wire instructions: [Citibank, N.A. Account: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Account #Number: ▇▇▇-▇▇-▇▇▇ ABA #: Number (Citibank): ▇▇▇-▇▇▇-▇▇▇ AttentionAttn: ▇▇▇▇▇ ▇▇▇▇▇ Ref: Nuveen High Reference – Dreyfus Alcentra Global Credit Income 2023 2024 Target Term Fund Fund, Inc. Please notify “▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇” when the wire is sent.] (ed) The Company acknowledges that the Fee is in addition to any compensation ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ earns in connection with its role as an underwriter to a dealer for the Fund in the Offering, which services are distinct from and in addition to the services described above.

Fee. (a) In consideration of advice to the Company relating to, but not limited to, the design and structuring of, and marketing assistance with respect to, the Fund and the distribution of the Fund’s common shares of beneficial interest, no par value $0.01 per share (the “Shares”), and syndication assistance with respect to the Fund and the distribution of the Shares, including without limitation, views from an investor market, market and distribution and syndication perspective on (i) diversification, proportion and concentration approaches for the Fund’s investments in light of current market conditions, (ii) marketing issues with respect to the Fund’s investment policies and proposed investments, (iiiii) the proportion of the Fund’s assets to invest in the Fund’s strategies and (iv) the overall marketing and positioning thesis for the Fund’s initial public offering of its Shares (the “Offering”), the Company shall pay a fee to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ calculated at [●]% of the aggregate price to the public of the Shares sold by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering (iiiincluding any Shares over-allotted by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering regardless of whether the over-allotment option in the Offering is exercised), equal to $[●] (the “Structuring Fee”). (b) In consideration of advice to the Company relating to, but not limited to, syndication assistance with respect to the Fund and the distribution of the Fund’s Shares, including without limitation, (i) securing syndicate participants for the Offering, (ivii) preparation of marketing and diligence materials for underwriters, (viii) conveying information and market updates to syndicate members and (viiv) coordinating syndicate orders during the Offering, the Company shall pay a fee to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ calculated at equal to $[●] (Athe “Syndication Fee” and, together with the Structuring Fee, the “Fee”). (c) [ ]% of the aggregate price The Structuring Fee paid to the public of all Shares sold by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall not exceed [●]% of the total price to the public of the Shares sold by the Fund in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised) and (B) [ ]% of the aggregate price to the public of all Shares sold in the Offering by any other broker or dealer participating in the Offering (each, an “Other Broker”) (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised), equal to $ [ ] (the “Fee”). (b) Subject to paragraph (c), the Syndication Fee paid to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall not exceed [ [●]% of the total price to the public of the Shares sold by the Fund in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised). In the event the Offering does not proceed, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ will not receive any fees under this Agreement; however, for the avoidance of doubt, accountable expenses actually incurred may be payable to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ pursuant to the terms of the principal underwriting agreement relating to the Offering (the “Underwriting Agreement”). (c) Notwithstanding paragraph (a), in the event that the Company (or the Fund or any person or entity affiliated with the Company, the Fund or any sub-adviser to the Fund or acting on behalf of or at the direction of any of the foregoing) compensates or agrees to compensate any Other Broker for any services or otherwise in connection with the Offering or with respect to the Fund or its Shares (excluding for this purpose any compensation paid directly to the entire underwriting syndicate, as a group, pursuant to the Underwriting Agreement), whether such compensation be denominated a fee, an expense reimbursement, a set-off, a credit or otherwise (such compensation with respect to any Other Broker, such Other Broker’s “Other Compensation”), then the amount of the Fee shall be increased as and to the extent necessary so that the Fee payable to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ hereunder, expressed as (i) a dollar amount, (ii) a percentage of the aggregate price to the public of the Shares sold by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering (including any Shares over-allotted by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering regardless of whether the over-allotment option in the Offering is exercised) or (iii) a percentage of the aggregate price to the public of all Shares sold in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised), is no less than the Other Compensation, expressed as (i) a dollar amount, (ii) a percentage of the aggregate price to the public of the Shares sold by such Other Broker in the Offering (including any Shares over-allotted by such Other Broker in the Offering regardless of whether the over-allotment option in the Offering is exercised) or (iii) a percentage of the aggregate price to the public of all Shares sold in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised), respectively. (d) The Company shall pay the Fee to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ on the closing of the purchase and sale of the Shares pursuant to the Underwriting Agreement on [●], 2019, by wire transfer to the order of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ using the following wire instructions: Citibank, N.A. Account: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Account #: ▇▇▇-▇▇-▇▇▇ ABA #: ▇▇▇-▇▇▇-▇▇▇ Attention: ▇▇▇▇▇ ▇▇▇▇▇ Ref: Nuveen High Calamos Long/Short Equity & Dynamic Income 2023 Target Term Fund Trust Please notify “▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇” when the wire is sent. (e) The Company acknowledges that the Fee is in addition to any compensation ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ earns in connection with its role as an underwriter to the Fund in the Offering, which services are distinct from and in addition to the services described above.

Fee. (a) In consideration of advice to the Company relating to, but not limited to, the design and structuring of, and marketing assistance with respect to, the Fund and the distribution of the Fund’s common shares of beneficial interest, par value $0.01 per share (the “Shares”), and syndication assistance with respect to the Fund and the distribution of the Shares, including without limitation, views from an investor market, distribution and syndication perspective on (i) marketing issues with respect to the Fund’s investment policies and proposed investments, (ii) the overall marketing and positioning thesis for the Fund’s initial public offering of its Shares (the “Offering”), (iii) securing syndicate participants for the Offering, (iv) preparation of marketing and diligence materials for underwriters, (v) conveying information and market updates to syndicate members and (vi) coordinating syndicate orders during the Offering, the Company shall pay a fee to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ calculated at the sum of (Ax) [ ]0.70% of the aggregate price to the public of all Shares sold in the Offering by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised) ), and (By) [ ]0.50% of the aggregate price to the public of all Shares sold in the Offering by any other broker or dealer participating in the Offering (each, an “Other Broker”) (and including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised), equal to $ [ ] $1,734,933.15 (the “Fee”). (b) Subject to paragraph (c), the Fee paid to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall not exceed [ ]0.70% of the total price to the public of the Shares sold by the Fund in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised). In the event the Offering does not proceed, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ will not receive any fees under this Agreement; however, for the avoidance of doubt, accountable expenses actually incurred may be payable to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ pursuant to the terms of the principal underwriting agreement relating to the Offering (the “Underwriting Agreement”). (c) Notwithstanding paragraph (a), in the event that the Company (or the Fund or any person or entity affiliated with the Company, the Fund or any sub-adviser to the Fund or acting on behalf of or at the direction of any of the foregoing) compensates or agrees to compensate any Other Broker for any services or otherwise in connection with the Offering or with respect to the Fund or its Shares (excluding for this purpose any compensation paid directly to the entire underwriting syndicate, as a group, pursuant to the Underwriting Agreement), whether such compensation be denominated a fee, an expense reimbursement, a set-off, a credit or otherwise (such compensation with respect to any Other Broker, such Other Broker’s “Other Compensation”), then the amount of the Fee shall be increased as and to the extent necessary so that the Fee payable to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ hereunder, expressed as (i) a dollar amount, (ii) a percentage of the aggregate price to the public of the Shares sold by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering (including any Shares over-allotted by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering regardless of whether the over-allotment option in the Offering is exercised) or (iii) a percentage of the aggregate price to the public of all Shares sold in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised), is no less than the Other Compensation, expressed as (i) a dollar amount, (ii) a percentage of the aggregate price to the public of the Shares sold by such Other Broker in the Offering (including any Shares over-allotted by such Other Broker in the Offering regardless of whether the over-allotment option in the Offering is exercised) or (iii) a percentage of the aggregate price to the public of all Shares sold in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised), respectively. (d) The Company shall pay the Fee to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ on the closing of the purchase and sale of the Shares pursuant to the Underwriting Agreement by wire transfer to the order of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ using the following wire instructions: Citibank, N.A. Account: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Account #: ▇▇▇-▇▇-▇▇▇ ABA #: ▇▇▇-▇▇▇-▇▇▇ Attention: ▇▇▇▇▇ ▇▇▇▇▇ Ref: Nuveen High Income 2023 Credit Opportunities 2022 Target Term Fund Please notify “▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇” when the wire is sent. (e) The Company acknowledges that the Fee is in addition to any compensation ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ earns in connection with its role as an underwriter to the Fund in the Offering, which services are distinct from and in addition to the services described above.

Fee. (a) In consideration of for the advice given by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ to the Company relating to, but not limited to, on the design and structuring of, and marketing assistance with respect to, the Fund and the distribution of the Fund’s common shares of beneficial interest, par value $0.01 per share interest (the “Common Shares”), and syndication assistance with respect to the Fund and the distribution of the Shares, including without limitation, views from an investor market, distribution and syndication perspective on (i) marketing issues with respect to the Fund’s investment policies and proposed investments, (ii) the overall marketing and positioning thesis for the Fund’s initial public offering of its Shares (the “Offering”), (iii) securing syndicate participants for the Offering, (iv) preparation of marketing and diligence materials for underwriters, (v) conveying information and market updates to syndicate members and (vi) coordinating syndicate orders during the Offering, the Company shall pay a fee to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ calculated at (A) [ ]1.25% of the aggregate price to the public of all the Common Shares of the Fund sold by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering Fund’s initial public offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised) and (B) [ ]% of the aggregate price to the public of all Shares sold in the Offering by any other broker or dealer participating in the Offering (each, an “Other BrokerOffering”) (including any Common Shares of the Fund over-allotted by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering regardless of whether the over-allotment option in the Offering is exercised), equal to $ $[ ] (the “Fee”). (b) Subject to paragraph (c), the Fee paid to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall not exceed [ ]% of the total price to the public of the Shares sold by the Fund in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised). In the event the Offering does not proceed, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ will not receive any fees under this Agreement; however, for the avoidance of doubt, accountable expenses actually incurred may be payable to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ pursuant to the terms of the principal underwriting agreement relating to the Offering (the “Underwriting Agreement”). (c) Notwithstanding paragraph (aSection 1(a), in the event that the Company (or the Fund or any person or entity affiliated with the Company, the Fund Company or any sub-adviser to the Fund or acting on behalf of or at the direction of the Company or the Fund, including Tradewinds NWQ Global Investors, LLC or any of the foregoingits affiliates) compensates or agrees to compensate any one broker or dealer participating in the Offering (each, an “Other Broker Broker”) for any services or otherwise in connection with the Offering or with respect to the Fund or its Shares (excluding for this purpose any compensation paid directly to the entire underwriting syndicate, as a group, pursuant to the underwriting agreement dated July 24, 2006, by and among the Fund, the Company, Tradewinds NWQ Global Investors, LLC and each of the underwriters named therein (the “Underwriting Agreement”)), whether such compensation be denominated as a fee, additional compensation, an expense reimbursement, a set-off, a credit or otherwise (such compensation with respect to any Other Broker, such Other Broker’s “Other Compensation”), then the amount of the Fee shall be increased as and to the extent necessary so that the Fee payable to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ hereunder, expressed as (i) a dollar amount, (ii) a percentage of the aggregate price to the public of the Common Shares of the Fund sold by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering (including any Common Shares of the Fund over-allotted by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering regardless of whether the over-allotment option in the Offering is exercised) or (iii) a percentage of the aggregate price to the public of all Shares sold in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised), is no less than the Other Compensation, expressed as (i) a dollar amount, (ii) a percentage of the aggregate price to the public of the Common Shares of the Fund sold by such Other Broker in the Offering Offering. (including c) Without prejudice to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇’▇ right under Section 1(b) to compensation at a rate commensurate with any Shares over-allotted by such Other Broker Broker’s Other Compensation, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ acknowledges that, as described in the Offering regardless prospectus relating to the Offering, the sum total of whether all compensation to the over-allotment option underwriters in connection with the Offering, including sales load, the Fee payable to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, all Other Compensation paid to any Other Broker, the fees and disbursements of counsel in connection with the review of the Offering is exercisedby the National Association of Securities Dealers, Inc. (to the extent reimbursed to the underwriters by the Company or the Fund) or (iii) a percentage and the amount of $.006667 per Common Share reimbursable by the Fund to the underwriters pursuant to the Underwriting Agreement, may not exceed 9% of the aggregate total price to the public of all the Common Shares sold in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised), respectivelyOffering. (d) The Company shall pay Except as provided in Section 1(b), the Fee paid to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ on the closing shall not exceed [ ]% of the purchase and sale total price to the public of the Shares pursuant to common shares sold in the Underwriting Agreement Offering. The Fee shall be paid on or before July 28, 2006 and shall be made by wire transfer to the order of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ using the following wire instructions: Citibank, N.A. Account: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Account #: ▇▇▇-▇▇-▇▇▇ ABA #: ▇▇▇-▇▇▇-▇▇▇ Attention: ▇▇▇▇▇ ▇▇▇▇▇ Ref: Nuveen High Income 2023 Target Term Fund Please notify “▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇” when the wire is sent. (e) . The Company acknowledges that the Fee is in addition to any compensation ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ earns in connection with its role as an underwriter to the Fund in the Offeringits initial public offering, which services are distinct from and in addition to the market and structuring services described above.

Fee. (a) In consideration of advice to the Company relating to, but not limited to, the design and structuring of, and marketing assistance with respect to, the Fund and the distribution of the Fund’s common shares of beneficial interest, par value $0.01 0.00001 per share (the “Shares”), and syndication assistance with respect to the Fund and the distribution of the Shares, including without limitation, views from an investor market, market and distribution and syndication perspective on (i) marketing considerations with respect to the Fund’s investment policies and proposed investments (including with respect to diversification, proportion and concentration approaches for the Fund’s investments in light of current market conditions, (ii) marketing issues with respect to the Fund’s investment policies and proposed investments, (iiiii) the proportion of the Fund’s assets to invest in the Fund’s strategies and (iv) the overall marketing and positioning thesis for the Fund’s initial public offering of its Shares (the “Offering”), (iii) securing syndicate participants for the Offering, (iv) preparation of marketing and diligence materials for underwriters, (v) conveying information and market updates to syndicate members and (vi) coordinating syndicate orders during the Offering, the Company shall pay a fee to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ calculated at (A) [ ]% of the aggregate price to the public of all Shares sold by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised) and (B) [ ]% of the aggregate price to the public of all Shares sold in the Offering by any other broker or dealer participating in the Offering (each, an “Other Broker”) (including any Shares over-allotted ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering regardless of whether the over-allotment option in the Offering is exercised), equal to $ $[ ] (the “Fee”). (b) Subject to paragraph (c), the Fee paid to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall not exceed [ ]% of the total price to the public of the Shares sold by the Fund in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised). In the event the Offering does not proceed, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ will not receive any fees under this Agreement; however, for the avoidance of doubt, accountable expenses actually incurred may be payable to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ pursuant to the terms of the principal underwriting agreement relating to the Offering (the “Underwriting Agreement”). (c) Notwithstanding paragraph (a), and excluding any compensation or agreement to compensate (whether such compensation be denominated as a fee, an expense reimbursement, a set-off, a credit or otherwise) BofA Securities, Inc. (collectively with its affiliates, “BofA Securities”), as lead manager in the Offering, for syndication assistance (the “Syndication Fee”), in the event that the Company (or the Fund or any person or entity affiliated with the Company, the Fund or any sub-adviser to the Fund or acting on behalf of or at the direction of any of the foregoing) compensates or agrees to compensate any other broker or dealer listed on Schedule A of the Underwriting Agreement (each, an “Other Broker Broker”) for any services or otherwise in connection with the Offering or with respect to the Fund or its Shares (excluding for this purpose any compensation paid directly to the entire underwriting syndicate, as a group, pursuant to the Underwriting Agreement), whether such compensation be denominated as a fee, an expense reimbursement, a set-off, a credit or otherwise (such compensation with respect to any Other Broker, such Other Broker’s “Other Compensation”), then the amount of the Fee shall be increased as and to the extent necessary so that the Fee payable to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ hereunder, expressed as (i) a dollar amount, (ii) a percentage of the aggregate price to the public of the Shares sold by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering (including any Shares over-allotted by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering regardless of whether the over-allotment option in the Offering is exercised) or (iii) a percentage of the aggregate price to the public of all Shares sold in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised), is no less than the Other Compensation, expressed as (i) a dollar amount, (ii) a percentage of the aggregate price to the public of the Shares sold by such Other Broker in the Offering (including any Shares over-allotted by such Other Broker in the Offering regardless of whether the over-allotment option in the Offering is exercised) , respectively). Additionally, notwithstanding the above, if the Syndication Fee paid to or (iii) a percentage agreed to be paid to BofA Securities, as lead manager of the Offering, as determined on the basis of the aggregate price to the public of all Shares sold in the Offering by any Other Broker other than [ ] and any Other Broker that sells $[ ] or more in Shares in the Offering and such other Shares set forth on Schedule G of the Underwriting Agreement (including any Shares over-allotted by such Other Broker in the Offering regardless of whether the over-allotment option in the Offering is exercised), respectivelyis calculated at a rate greater than [ ]% of such Shares, the amount of the Fee payable to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ hereunder shall be increased by the additional amount of the Syndication Fee paid or payable to BofA Securities that results from such rate being greater than [ ]%. (d) The Company shall pay the Fee to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ on or before the closing of the purchase and sale of the Shares pursuant to Closing Time (as defined in the Underwriting Agreement Agreement) by wire transfer to the order of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ using the following wire instructions: Citibank, N.A. SWIFT Code: ABA #: Account: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Account #: ▇▇▇-▇▇-▇▇▇ ABA Attention: FFC: Reference #: ▇▇▇-▇▇▇-▇▇▇ Attention: ▇▇▇▇▇ ▇▇▇▇▇ Ref: Nuveen High Income 2023 Target Term Fund Please notify “▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇” when the wire is sent.notify (e) The Company acknowledges that the Fee is in addition to any compensation ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ earns in connection with its role as an underwriter to the Fund in the Offering, which services are distinct from and in addition to the services described above.

Fee. (a) In consideration of advice to the Company relating to, but not limited to, the design and structuring of, and marketing assistance with respect to, the Fund and the distribution of the Fund’s common shares of beneficial interest, par value $0.01 per share (the “Shares”), and syndication assistance with respect to the Fund and the distribution of the Shares, including without limitation, views from an investor market, distribution and syndication perspective on (i) marketing issues with respect to the Fund’s investment policies and proposed investments, (ii) the overall marketing and positioning thesis for the Fund’s initial public offering of its Shares (the “Offering”), (iii) securing syndicate participants for the Offering, (iv) preparation of marketing and diligence materials for underwriters, (v) conveying information and market updates to syndicate members and (vi) coordinating syndicate orders during the Offering, the Company shall pay a fee to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ calculated at (A) [ ]0.50% of the aggregate price to the public of all Shares sold in the Offering (whether sold by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised) and (B) [ ]% of the aggregate price to the public of all Shares sold in the Offering by or any other broker or dealer participating in the Offering (each, an “Other Broker”) (and including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised), equal to $ $[ ] (the “Fee”). (b) Subject to paragraph (c), the Fee paid to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall not exceed [ ]0.50% of the total price to the public of the Shares sold by the Fund in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised). In the event the Offering does not proceed, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ will not receive any fees under this Agreement; however, for the avoidance of doubt, accountable expenses actually incurred may be payable to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ pursuant to the terms of the principal underwriting agreement relating to the Offering (the “Underwriting Agreement”). (c) Notwithstanding paragraph (a), in the event that the Company (or the Fund or any person or entity affiliated with the Company, the Fund or any sub-adviser to the Fund or acting on behalf of or at the direction of any of the foregoing) compensates or agrees to compensate any Other Broker for any services or otherwise in connection with the Offering or with respect to the Fund or its Shares (excluding for this purpose any compensation paid directly to the entire underwriting syndicate, as a group, pursuant to the Underwriting Agreement), whether such compensation be denominated a fee, an expense reimbursement, a set-off, a credit or otherwise (such compensation with respect to any Other Broker, such Other Broker’s “Other Compensation”), then the amount of the Fee shall be increased as and to the extent necessary so that the Fee payable to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ hereunder, expressed as (i) a dollar amount, (ii) a percentage of the aggregate price to the public of the Shares sold by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering (including any Shares over-allotted by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering regardless of whether the over-allotment option in the Offering is exercised) or (iii) a percentage of the aggregate price to the public of all Shares sold in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised), is no less than the Other Compensation, expressed as (i) a dollar amount, (ii) a percentage of the aggregate price to the public of the Shares sold by such Other Broker in the Offering (including any Shares over-allotted by such Other Broker in the Offering regardless of whether the over-allotment option in the Offering is exercised) or (iii) a percentage of the aggregate price to the public of all Shares sold in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised), respectively. (d) The Company shall pay the Fee to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ on the closing of the purchase and sale of the Shares pursuant to the Underwriting Agreement by wire transfer to the order of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ using the following wire instructions: Citibank, N.A. Account: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Account #: ▇▇▇-▇▇-▇▇▇ ABA #: ▇▇▇-▇▇▇-▇▇▇ Attention: ▇▇▇▇▇ ▇▇▇▇▇ Ref: Nuveen High Income 2023 Municipal 2021 Target Term Fund Please notify “▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇” when the wire is sent. (e) The Company acknowledges that the Fee is in addition to any compensation ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ earns in connection with its role as an underwriter to the Fund in the Offering, which services are distinct from and in addition to the services described above.

Fee. (a) In consideration of advice to the Company relating to, but not limited to, the design and structuring of, and marketing assistance with respect to, the Fund and the distribution of the Fund’s common its shares of beneficial interest, par value $0.01 per share common stock (the “Shares”), and syndication assistance with respect to the Fund and the distribution of the Shares, including without limitation, views from an investor market, distribution and syndication perspective on (i) marketing issues with respect to the Fund’s investment policies and proposed investments, (ii) the overall marketing and positioning thesis for the Fund’s initial public offering of its Shares (the “Offering”), (iii) securing syndicate participants for the Offering, (iv) preparation of marketing and diligence materials for underwriters, (v) conveying information and market updates to syndicate members and (vi) coordinating syndicate orders during the Offering, the Company shall pay a fee to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ calculated at (A) [ ]% of in the aggregate price to the public amount of all Shares sold by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised) and (B) [ ]% of the aggregate price to the public of all Shares sold in the Offering by any other broker or dealer participating in the Offering (each, an “Other Broker”) (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised), equal to $ [ ] (the “Fee”). (b) . Subject to paragraph (cb), the Fee paid to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall not exceed [ ]% of the total price to the public of the Shares sold by the Fund in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised). In the event the Offering does not proceed, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ will not receive any fees under this Agreement; however, for the avoidance of doubt, accountable expenses actually incurred may be payable to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ pursuant to the terms of the principal underwriting agreement relating to the Offering its initial public offering (the “Underwriting AgreementOffering”). (cb) Notwithstanding paragraph (a), in the event that the Company (or the Fund or any person or entity affiliated with the Company, the Fund or any sub-adviser subadviser to the Fund or acting on behalf of or at the direction of any of the foregoing) compensates or agrees to compensate any other broker or dealer participating in the Offering (each, an “Other Broker Broker”) for any services or otherwise in connection with the Offering or with respect to the Fund or its Shares (excluding for this purpose any compensation paid directly to the entire underwriting syndicate, as a group, pursuant to the principal underwriting agreement (the “Underwriting Agreement”) relating to the Offering), whether such compensation be denominated as a fee, an expense reimbursement, a set-off, a credit or otherwise (such compensation with respect to any Other Broker, such Other Broker’s “Other Compensation”), then the amount of the Fee shall be increased as and to the extent necessary so that the Fee payable to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ hereunder, expressed as (i) a dollar amount, (ii) a percentage of the aggregate price to the public of the Shares sold by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering (including any Shares over-allotted by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering regardless of whether the over-allotment option in the Offering is exercised) or (iii) a percentage of the aggregate price to the public of all Shares sold in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised), is no less than the Other Compensation, expressed as (i) a dollar amount, (ii) a percentage of the aggregate price to the public of the Shares sold by such Other Broker in the Offering Offering. For purposes of this paragraph (including any b), the number of Shares over-allotted sold by such Other Broker in the Offering regardless of whether the over-allotment option in the Offering is exercised) or (iii) a percentage ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall be deemed to include one half of the aggregate price to the public number of all Shares sold in by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ LLC, and Citigroup Global Markets Inc. shall be deemed to have sold the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised), respectivelyother half. (dc) The Company shall pay the Fee to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ on before the closing of the purchase and sale of the Shares pursuant to the Underwriting Agreement on first closing date by wire transfer to the order of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ using the following wire instructions: Citibank, N.A. Account: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Account #: ▇▇▇-▇▇-▇▇▇ ABA #: ▇▇▇-▇▇▇-▇▇▇ Attention: ▇▇▇▇▇ ▇▇▇▇▇ Ref: Nuveen High Income 2023 Target Term Fund Please notify “▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇” when the wire is sent. (e) . The Company acknowledges that the Fee is in addition to any compensation ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ earns in connection with its role as an underwriter to the Fund in the Offering, which services are distinct from and in addition to the marketing and structuring services described above.

Fee. (a) In consideration of advice to the Company relating to, but not limited to, the design and structuring of, and marketing assistance with respect to, the Fund and the distribution of the Fund’s common its shares of beneficial interest, par value $0.01 per share common stock (the “Shares”), and syndication assistance with respect to the Fund and the distribution of the Shares, including without limitation, views from an investor market, distribution and syndication perspective on (i) marketing issues with respect to the Fund’s investment policies and proposed investments, (ii) the overall marketing and positioning thesis for the Fund’s initial public offering of its Shares (the “Offering”), (iii) securing syndicate participants for the Offering, (iv) preparation of marketing and diligence materials for underwriters, (v) conveying information and market updates to syndicate members and (vi) coordinating syndicate orders during the Offering, the Company shall pay a fee to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ calculated at (A) [ ]1.35% of the aggregate price to the public of all the Shares sold by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering Fund’s initial public offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised) and (B) [ ]% of the aggregate price to the public of all Shares sold in the Offering by any other broker or dealer participating in the Offering (each, an “Other BrokerOffering”) (including any Shares over-allotted by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering regardless of whether the over-allotment option in the Offering is exercised), equal to $ [ ] (the “Fee”). (b) . Subject to paragraph (cb), the Fee paid to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall not exceed [ ]% of the total price to the public of the Shares sold by the Fund in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised). In the event the Offering does not proceed, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ will not receive any fees under this Agreement; however, for the avoidance of doubt, accountable expenses actually incurred may be payable to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ pursuant to the terms of the principal underwriting agreement relating to the Offering (the “Underwriting Agreement”)Offering. (cb) Notwithstanding paragraph (a), in the event that the Company (or the Fund or any person or entity affiliated with the Company, the Fund or any sub-adviser subadviser to the Fund or acting on behalf of or at the direction of any of the foregoing) compensates or agrees to compensate any other broker or dealer participating in the Offering (each, an “Other Broker Broker”) for any services or otherwise in connection with the Offering or with respect to the Fund or its Shares (excluding for this purpose any compensation paid directly to the entire underwriting syndicate, as a group, pursuant to the principal underwriting agreement (the “Underwriting Agreement”) relating to the Offering), whether such compensation be denominated as a fee, an expense reimbursement, a set-off, a credit or otherwise (such compensation with respect to any Other Broker, such Other Broker’s “Other Compensation”), then the amount of the Fee shall be increased as and to the extent necessary so that the Fee payable to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ hereunder, expressed as (i) a dollar amount, (ii) a percentage of the aggregate price to the public of the Shares sold by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering (including any Shares over-allotted by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering regardless of whether the over-allotment option in the Offering is exercised) or (iii) a percentage of the aggregate price to the public of all Shares sold in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised), is no less than the Other Compensation, expressed as (i) a dollar amount, (ii) a percentage of the aggregate price to the public of the Shares sold by such Other Broker in the Offering (including any Shares over-allotted by such Other Broker in the Offering regardless of whether the over-allotment option in the Offering is exercised) or (iii) a percentage of the aggregate price to the public of all Shares sold in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised), respectivelyOffering. (dc) The Company shall pay the Fee to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ on , 2008, the same day as the closing of the purchase and sale of the Shares pursuant to the Underwriting Agreement Agreement, by wire transfer to the order of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ using the following wire instructions: Citibank, N.A. Account: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Account #: ▇▇▇-▇▇-▇▇▇ ABA #: ▇▇▇-▇▇▇-▇▇▇ Attention: ▇▇▇▇▇ ▇▇▇▇▇ Ref: Nuveen High Income 2023 Target Term Fund Please notify “▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇” when the wire is sent. (e) . The Company acknowledges that the Fee is in addition to any compensation ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ earns in connection with its role as an underwriter to the Fund in the Offering, which services are distinct from and in addition to the marketing and structuring services described above.

Fee. (a) In consideration of advice to the Company relating to, but not limited to, the design and structuring of, and marketing assistance with respect to, the Fund and the distribution of the Fund’s common shares of beneficial interest, par value $0.01 per share (the “Shares”), and syndication assistance with respect to the Fund and the distribution of the Shares, including without limitation, views from an investor market, distribution and syndication perspective on (i) marketing issues with respect to the Fund’s investment policies and proposed investments, (ii) the overall marketing and positioning thesis for the Fund’s initial public offering of its Shares (the “Offering”), (iii) securing syndicate participants for the Offering, (iv) preparation of marketing and diligence materials for underwriters, (v) conveying information and market updates to syndicate members and (vi) coordinating syndicate orders during the Offering, the Company shall pay a fee to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ calculated at (A) [ ]0.70% of the aggregate price to the public of all Shares sold by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised) and (B) [ ]0.50% of the aggregate price to the public of all Shares sold in the Offering by any other broker or dealer participating in the Offering (each, an “Other Broker”) (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised), equal to $ $[ ] (the “Fee”). (b) Subject to paragraph (c), the Fee paid to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall not exceed [ ]0.70% of the total price to the public of the Shares sold by the Fund in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised). In the event the Offering does not proceed, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ will not receive any fees under this Agreement; however, for the avoidance of doubt, accountable expenses actually incurred may be payable to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ pursuant to the terms of the principal underwriting agreement relating to the Offering (the “Underwriting Agreement”). (c) Notwithstanding paragraph (a), in the event that the Company (or the Fund or any person or entity affiliated with the Company, the Fund or any sub-adviser to the Fund or acting on behalf of or at the direction of any of the foregoing) compensates or agrees to compensate any Other Broker for any services or otherwise in connection with the Offering or with respect to the Fund or its Shares (excluding for this purpose any compensation paid directly to the entire underwriting syndicate, as a group, pursuant to the Underwriting Agreement), whether such compensation be denominated a fee, an expense reimbursement, a set-off, a credit or otherwise (such compensation with respect to any Other Broker, such Other Broker’s “Other Compensation”), then the amount of the Fee shall be increased as and to the extent necessary so that the Fee payable to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ hereunder, expressed as (i) a dollar amount, (ii) a percentage of the aggregate price to the public of the Shares sold by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering (including any Shares over-allotted by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering regardless of whether the over-allotment option in the Offering is exercised) or (iii) a percentage of the aggregate price to the public of all Shares sold in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised), is no less than the Other Compensation, expressed as (i) a dollar amount, (ii) a percentage of the aggregate price to the public of the Shares sold by such Other Broker in the Offering (including any Shares over-allotted by such Other Broker in the Offering regardless of whether the over-allotment option in the Offering is exercised) or (iii) a percentage of the aggregate price to the public of all Shares sold in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised), respectively. (d) The Company shall pay the Fee to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ on the closing of the purchase and sale of the Shares pursuant to the Underwriting Agreement by wire transfer to the order of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ using the following wire instructions: Citibank, N.A. Account: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Account #: ▇▇▇-▇▇-▇▇▇ ABA #: ▇▇▇-▇▇▇-▇▇▇ Attention: ▇▇▇▇▇ ▇▇▇▇▇ Ref: Nuveen High Income 2023 Emerging Markets Debt 2022 Target Term Fund Please notify “▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇” when the wire is sent. (e) The Company acknowledges that the Fee is in addition to any compensation ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ earns in connection with its role as an underwriter to the Fund in the Offering, which services are distinct from and in addition to the services described above.

Fee. (a) In consideration of advice to the Company relating to, but not limited to, the design and structuring of, and marketing assistance with respect to, the Fund and the distribution of the Fund’s common shares of beneficial interest, par value $0.01 0.00001 per share (the “Shares”), and syndication assistance with respect to the Fund and the distribution of the Shares, including without limitation, views from an investor market, market and distribution and syndication perspective on (i) diversification, proportion and concentration approaches for the Fund’s investments in light of current market conditions, (ii) marketing issues with respect to the Fund’s investment policies and proposed investments, (iiiii) the target allocation of the Fund’s assets among its various investment strategies and (iv) the overall marketing and positioning thesis for the Fund’s initial public offering of its Shares (the “Offering”), (iii) securing syndicate participants for the Offering, (iv) preparation of marketing and diligence materials for underwriters, (v) conveying information and market updates to syndicate members and (vi) coordinating syndicate orders during the Offering, the Company shall pay a fee to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ calculated at (A) [ ]% of the aggregate price to the public of all the Shares sold by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised) and (B) [ ]% of the aggregate price to the public of all Shares sold in the Offering by any other broker or dealer participating in the Offering (each, an “Other Broker”) (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised), equal to $ [ ] (the “Fee”). (b) Subject to paragraph (c), the . The Fee paid to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall not exceed [ ]% of the total price to the public of the Shares sold by the Fund in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised)Offering. In the event the Offering does not proceed, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ will not receive any fees under this Agreement; however, for the avoidance of doubt, accountable expenses actually incurred may be payable to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ pursuant to the terms of the principal underwriting agreement relating related to the Offering (the “Underwriting Agreement”). (cb) Notwithstanding paragraph (a), in the event that the Company (or the Fund or any person or entity affiliated with the Company, the Fund or any sub-adviser to the Fund or acting on behalf of or at the direction of any of the foregoing) compensates or agrees to compensate any other broker or dealer listed on Schedule A of the Underwriting Agreement (each, an “Other Broker Broker”) for any services or otherwise in connection with the Offering or with respect to the Fund or its Shares (excluding for this purpose any compensation paid directly to the entire underwriting syndicate, as a group, pursuant to the Underwriting Agreement), whether such compensation be denominated a fee, an expense reimbursement, a set-off, a credit or otherwise (such compensation with respect to any Other Broker, such Other Broker’s “Other Compensation”), then the amount of the Fee shall be increased as and to the extent necessary so that the Fee payable to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ hereunder, expressed as (i) a dollar amount, (ii) a percentage of the aggregate price to the public of the Shares sold by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering (including any Shares over-allotted by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering regardless of whether the over-allotment option in the Offering is exercised) or (iii) a percentage of the aggregate price to the public of all Shares sold in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised), is no less than the Other Compensation, expressed as (i) a dollar amount, (ii) a percentage of the aggregate price to the public of the Shares sold by such Other Broker in the Offering (including any Shares over-allotted by such Other Broker in the Offering regardless of whether the over-allotment option in the Offering is exercised). This paragraph 1(b) or (iii) a percentage of the aggregate price shall not apply to the public of all Shares sold in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised)Other Compensation paid to BofA Securities, respectively.Inc. (dc) The Company shall pay the Fee to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ on the closing of the purchase and sale of the Shares pursuant to the Underwriting Agreement on , 2019, by wire transfer to the order of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ using the following wire instructions: Citibank, N.A. Account: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Account #: ▇▇▇-▇▇-▇▇▇ ABA #: ▇▇▇-▇▇▇-▇▇▇ Attention: ▇▇▇▇▇ ▇▇▇▇▇ Ref: Nuveen High Income 2023 Target Term Fund Please notify “▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇” when the wire is sent.: (ed) The Company acknowledges that the Fee is in addition to any compensation ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ earns in connection with its role as an underwriter to a dealer for the Fund in the Offering, which services are distinct from and in addition to the services described above.

Fee. (a) In consideration of advice to the Company relating to, but not limited to, the design and structuring of, and marketing assistance with respect to, the Fund and the distribution of the Fund’s common shares of beneficial interestcommon stock, par value $0.01 0.0001 per share (the “Shares”), and syndication assistance with respect to the Fund and the distribution of the Shares, including without limitation, views from an investor market, market and distribution and syndication perspective on (i) diversification, proportion and concentration approaches for the Fund’s investments in light of current market conditions, (ii) marketing issues with respect to the Fund’s investment policies and proposed investments, (iiiii) the proportion of the Fund’s assets to invest in the Fund’s strategies and (iv) the overall marketing and positioning thesis for the Fund’s initial public offering of its Shares (the “Offering”), (iii) securing syndicate participants for the Offering, (iv) preparation of marketing and diligence materials for underwriters, (v) conveying information and market updates to syndicate members and (vi) coordinating syndicate orders during the Offering, the Company shall pay a fee to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ calculated at (A) [ [__]% of the aggregate price to the public of all Shares sold by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised) and (B) [ ]% of the aggregate price to the public of all Shares sold in the Offering by any other broker or dealer participating in the Offering (each, an “Other Broker”) (including any Shares over-allotted ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering regardless of whether the over-allotment option in the Offering is exercised), equal to $ $[ ] (the “Fee”). (b) Subject to paragraph (c), the Fee paid to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall not exceed [ ]% of the total price to the public of the Shares sold by the Fund in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised). In the event the Offering does not proceedclose pursuant to the terms of the principal underwriting agreement relating to the Offering (the “Underwriting Agreement”), ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ will not receive any fees under this Agreement; however, for the avoidance of doubt, accountable expenses actually incurred may be payable to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ pursuant to the terms of the principal underwriting agreement relating to the Offering (the “Underwriting Agreement”). (c) Notwithstanding paragraph (a), and excluding any compensation or agreement to compensate (whether such compensation be denominated as a fee, an expense reimbursement, a set-off, a credit or otherwise) BofA Securities, Inc. (collectively with its affiliates, "BofA Securities"), as lead manager in the Offering, for syndication assistance (the "Syndication Fee"), in the event that the Company (or the Fund or any person or entity affiliated with the Company, the Fund or any sub-adviser to the Fund or acting on behalf of or at the direction of any of the foregoing) compensates or agrees to compensate any other broker or dealer listed on Schedule A of the Underwriting Agreement (each, an “Other Broker Broker”) for any services or otherwise in connection with the Offering or with respect to the Fund or its Shares (excluding for this purpose any compensation paid directly to the entire underwriting syndicate, as a group, pursuant to the Underwriting Agreement), whether such compensation be denominated a fee, an expense reimbursement, a set-off, a credit or otherwise (such compensation with respect to any Other Broker, such Other Broker’s “Other Compensation”), then the amount of the Fee shall be increased as and to the extent necessary so that the Fee payable to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ hereunder, expressed as (i) a dollar amount, amount or (ii) a percentage of the aggregate price to the public public, in the case of each of clause (i) and (ii), of the Shares sold by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering (including any Shares over-allotted by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering regardless of whether the over-allotment option in the Offering is exercised) or (iii) a percentage of the aggregate price to the public of all Shares sold in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised), is no less than the Other Compensation, expressed as (i) a dollar amount, amount or (ii) a percentage of the aggregate price to the public public, in the case of each of clause (i) and (ii), of the Shares sold by such Other Broker in the Offering (including any Shares over-allotted by such Other Broker in the Offering regardless of whether the over-allotment option in the Offering is exercised) , respectively). Additionally, notwithstanding the above, if the Syndication Fee paid to or (iii) a percentage agreed to be paid to BofA Securities, as lead manager of the Offering, as determined on the basis of the aggregate price to the public of all Common Shares sold in the Offering by any Other Broker other than [___] (including any Common Shares over-allotted by such Other Broker in the Offering regardless of whether the over-allotment option in the Offering is exercised), respectivelyis calculated at a rate greater than [__]% of such Common Shares, the amount of the Fee payable to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ hereunder shall be increased by the additional amount of the Syndication Fee paid or payable to BofA Securities that results from such rate being greater than [__]%. (d) The Company shall pay the Fee to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ on at or before the closing of the purchase and sale of the Shares pursuant to Closing Time (as defined in the Underwriting Agreement Agreement) by wire transfer to the order of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ using the following wire instructions: Citibank, N.A. Account: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Account #: ▇▇▇-▇▇-▇▇▇ ABA #: ▇▇▇-▇▇▇-▇▇▇ Attention: ▇▇▇▇▇ ▇▇▇▇▇ Ref: Nuveen High Income 2023 Target Term Fund Please notify “▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇” when the wire is sent.: (e) The Company acknowledges that the Fee is in addition to any compensation ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ earns in connection with its role as an underwriter to the Fund in the Offering, which services are distinct from and in addition to the services described above.

Fee. (a) In consideration of advice to the Company relating to, but not limited to, the design and structuring of, and marketing assistance with respect to, the Fund and the distribution of the Fund’s common shares of beneficial interest, par value $0.01 per share (the “Shares”), and syndication assistance with respect to the Fund and the distribution of the Shares, including without limitation, views from an investor market, distribution and syndication perspective on (i) marketing issues with respect to the Fund’s investment policies and proposed investments, (ii) the overall marketing and positioning thesis for the Fund’s initial public offering of its Shares (the “Offering”), (iii) securing syndicate participants for the Offering, (iv) preparation of marketing and diligence materials for underwriters, (v) conveying information and market updates to syndicate members and (vi) coordinating syndicate orders during the Offering, the Company shall pay a fee to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ calculated at (A) [ ]0.50% of the aggregate price to the public of all Shares sold in the Offering (whether sold by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised) and (B) [ ]% of the aggregate price to the public of all Shares sold in the Offering by or any other broker or dealer participating in the Offering (each, an “Other Broker”) (and including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised), equal to $ $[ ] (the “Fee”). (b) Subject to paragraph (c), the Fee paid to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall not exceed [ ]0.50% of the total price to the public of the Shares sold by the Fund in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised). In the event the Offering does not proceed, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ will not receive any fees under this Agreement; however, for the avoidance of doubt, accountable expenses actually incurred may be payable to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ pursuant to the terms of the principal underwriting agreement relating to the Offering (the “Underwriting Agreement”). (c) Notwithstanding paragraph (a), in the event that the Company (or the Fund or any person or entity affiliated with the Company, the Fund or any sub-sub- adviser to the Fund or acting on behalf of or at the direction of any of the foregoing) compensates or agrees to compensate any Other Broker for any services or otherwise in connection with the Offering or with respect to the Fund or its Shares (excluding for this purpose any compensation paid directly to the entire underwriting syndicate, as a group, pursuant to the Underwriting Agreement), whether such compensation be denominated a fee, an expense reimbursement, a set-off, a credit or otherwise (such compensation with respect to any Other Broker, such Other Broker’s “Other Compensation”), then the amount of the Fee shall be increased as and to the extent necessary so that the Fee payable to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ hereunder, expressed as (i) a dollar amount, (ii) a percentage of the aggregate price to the public of the Shares sold by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering (including any Shares over-allotted by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering regardless of whether the over-allotment option in the Offering is exercised) or (iii) a percentage of the aggregate price to the public of all Shares sold in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised), is no less than the Other Compensation, expressed as (i) a dollar amount, (ii) a percentage of the aggregate price to the public of the Shares sold by such Other Broker in the Offering (including any Shares over-allotted by such Other Broker in the Offering regardless of whether the over-allotment option in the Offering is exercised) or (iii) a percentage of the aggregate price to the public of all Shares sold in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised), respectively. (d) The Company shall pay the Fee to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ on the closing of the purchase and sale of the Shares pursuant to the Underwriting Agreement on [ ], 2015, by wire transfer to the order of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ using the following wire instructions: [Citibank, N.A. Account: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Account #: ▇▇▇-▇▇-▇▇▇ ABA #: ▇▇▇-▇▇▇-▇▇▇ Attention: ▇▇▇▇▇ ▇▇▇▇▇ Ref: Nuveen High Income 2023 December 2018 Target Term Fund Fund] Please notify “▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇” when the wire is sent. (e) The Company acknowledges that the Fee is in addition to any compensation ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ earns in connection with its role as an underwriter to the Fund in the Offering, which services are distinct from and in addition to the services described above.

Fee. (a) In consideration of advice to the Company relating to, but not limited to, the design and structuring ofdesign, structure, corporate finance and marketing assistance with respect to, of the Fund and the for assistance in connection with distribution of the Fund’s common shares of beneficial interest, par value $0.01 per share (the “Shares”), and syndication assistance with respect to the Fund and the distribution of the Shares, including without limitation, views from an investor market, distribution and syndication perspective on (i) marketing issues with respect to the Fund’s as a closed-end investment policies and proposed investments, (ii) the overall marketing and positioning thesis for the Fund’s initial public offering of its Shares (the “Offering”), (iii) securing syndicate participants for the Offering, (iv) preparation of marketing and diligence materials for underwriters, (v) conveying information and market updates to syndicate members and (vi) coordinating syndicate orders during the Offeringcompany, the Company shall pay a fee to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ you calculated at (A) [ ]based on 1.25% of the aggregate price to the public of all Shares the common shares of beneficial interest of the Fund sold by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering Fund's initial public offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised) and (B) [ ]% of the aggregate price to the public of all Shares sold in the Offering by any other broker or dealer participating in the Offering (each, an “Other Broker”"OFFERING") (including any Shares common shares of the Fund over-allotted by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering regardless of whether the over-allotment option in the Offering is exercised), equal to $ [ ] $__ (the “Fee”"FEE"). (b) Subject to paragraph (c), the Fee paid to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall not exceed [ ]% of the total price to the public of the Shares sold by the Fund in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised). In the event the Offering does not proceed, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ will not receive any fees under this Agreement; however, for the avoidance of doubt, accountable expenses actually incurred may be payable to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ pursuant to the terms of the principal underwriting agreement relating to the Offering (the “Underwriting Agreement”). (c) Notwithstanding paragraph (aSection 1(a), in the event that the Company (or the Fund or any person or entity affiliated with the Company, the Fund Company or any sub-adviser to the Fund or acting on behalf of or at the direction of the Company or the Fund or any of the foregoingits affiliates) compensates or agrees to compensate any Other Broker broker or dealer participating in the Offering (each, an "OTHER BROKER") for any services or otherwise in connection with the Offering or with respect to the Fund or its Shares (excluding for this purpose any compensation paid directly to the entire underwriting syndicate, as a group, pursuant to the Underwriting Agreementprincipal underwriting agreement relating to the Offering), whether such compensation be denominated as a fee, an expense reimbursement, a set-off, a credit or otherwise (such compensation with respect to any Other Broker, such Other Broker’s “Other Compensation”'s "OTHER COMPENSATION"), then the amount of the Fee shall be increased as and to the extent necessary so that the Fee payable to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ hereunder, expressed as (i) a dollar amount, (ii) a percentage of the aggregate price to the public of the Shares common shares of the Fund sold by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering (including any Shares common shares of the Fund over-allotted by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering regardless of whether the over-allotment option in the Offering is exercised) or (iii) a percentage of the aggregate price to the public of all Shares sold in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised), is no less than the Other Compensation, expressed as (i) a dollar amount, (ii) a percentage of the aggregate price to the public of the Shares common shares of the Fund sold by such Other Broker in the Offering (including any Shares over-allotted by such Other Broker in the Offering regardless of whether the over-allotment option in the Offering is exercised) or (iii) a percentage of the aggregate price to the public of all Shares sold in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised), respectivelyOffering. (dc) The Company shall pay the Fee paid to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ on the closing shall not exceed __% of the purchase and sale total price to the public of the Shares pursuant to common shares sold in the Underwriting Agreement Offering. The Fee shall be paid on or before __, 2007 and shall be made by wire transfer to the order of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ using the following wire instructions: Citibank, N.A. Account: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Account #: ▇▇▇-▇▇-▇▇▇ ABA #: ▇▇▇-▇▇▇-▇▇▇ Attention: ▇▇▇▇▇ ▇▇▇▇▇ Ref: Nuveen High Income 2023 Target Term Fund Please notify “▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇” when the wire is sent. (e) . The Company acknowledges that the Fee is in addition to any compensation ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ earns you earn in connection with its your role as an underwriter to the Fund in the Offeringits initial public offering, which services are distinct from and in addition to the market and structuring services described above.

Fee. (a) In consideration of advice to the Company relating to, but not limited to, the design and structuring of, and marketing assistance with respect to, the Fund and the distribution of the Fund’s common shares of beneficial interest, par value $0.01 per share (the “Shares”), and syndication assistance with respect to the Fund and the distribution of the Shares, including without limitation, views from an investor market, distribution and syndication perspective on (i) marketing issues with respect to the Fund’s investment policies and proposed investments, (ii) the overall marketing and positioning thesis for the Fund’s initial public offering of its Shares (the “Offering”), (iii) securing syndicate participants for the Offering, (iv) preparation of marketing and diligence materials for underwriters, (v) conveying information and market updates to syndicate members and (vi) coordinating syndicate orders during the Offering, the Company shall pay a fee to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ calculated at (A) [ ]0.70% of the aggregate price to the public of all Shares sold by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised) and (B) [ ]0.40% of the aggregate price to the public of all Shares sold in the Offering by any other broker or dealer participating in the Offering (each, an “Other Broker”) (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised), equal to $ [ ] 411,539.00 (the “Fee”). (b) Subject to paragraph (c), the Fee paid to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall not exceed [ ]0.70% of the total price to the public of the Shares sold by the Fund in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised). In the event the Offering does not proceed, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ will not receive any fees under this Agreement; however, for the avoidance of doubt, accountable expenses actually incurred may be payable to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ pursuant to the terms of the principal underwriting agreement relating to the Offering (the “Underwriting Agreement”). (c) Notwithstanding paragraph (a), in the event that the Company (or the Fund or any person or entity affiliated with the Company, the Fund or any sub-adviser to the Fund or acting on behalf of or at the direction of any of the foregoing) compensates or agrees to compensate any Other Broker for any services or otherwise in connection with the Offering or with respect to the Fund or its Shares (excluding for this purpose any compensation paid directly to the entire underwriting syndicate, as a group, pursuant to the Underwriting Agreement), whether such compensation be denominated a fee, an expense reimbursement, a set-off, a credit or otherwise (such compensation with respect to any Other Broker, such Other Broker’s “Other Compensation”), then the amount of the Fee shall be increased as and to the extent necessary so that the Fee payable to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ hereunder, expressed as (i) a dollar amount, (ii) a percentage of the aggregate price to the public of the Shares sold by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering (including any Shares over-allotted by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering regardless of whether the over-allotment option in the Offering is exercised) or (iii) a percentage of the aggregate price to the public of all Shares sold in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised), is no less than the Other Compensation, expressed as (i) a dollar amount, (ii) a percentage of the aggregate price to the public of the Shares sold by such Other Broker in the Offering (including any Shares over-allotted by such Other Broker in the Offering regardless of whether the over-allotment option in the Offering is exercised) or (iii) a percentage of the aggregate price to the public of all Shares sold in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised), respectively. (d) The Company shall pay the Fee to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ on the closing of the purchase and sale of the Shares pursuant to the Underwriting Agreement by wire transfer to the order of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ using the following wire instructions: Citibank, N.A. Account: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Account #: ▇▇▇-▇▇-▇▇▇ ABA #: ▇▇▇-▇▇▇-▇▇▇ Attention: ▇▇▇▇▇ ▇▇▇▇▇ Ref: Nuveen High Income 2023 Target Term Fund Please notify “▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇” when the wire is sent. (e) The Company acknowledges that the Fee is in addition to any compensation ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ earns in connection with its role as an underwriter to the Fund in the Offering, which services are distinct from and in addition to the services described above.

Fee. (a) In consideration of advice to the Company relating to, but not limited to, the design and structuring of, and marketing assistance with respect to, the Fund and the distribution of the Fund’s common its shares of beneficial interestcommon stock, $0.001 par value $0.01 per share (the “Shares”), and syndication assistance with respect to the Fund and the distribution of the Shares, including without limitation, views from an investor market, distribution and syndication perspective on (i) marketing issues with respect to the Fund’s investment policies and proposed investments, (ii) the overall marketing and positioning thesis for the Fund’s initial public offering of its Shares (the “Offering”), (iii) securing syndicate participants for the Offering, (iv) preparation of marketing and diligence materials for underwriters, (v) conveying information and market updates to syndicate members and (vi) coordinating syndicate orders during the Offering, the Company shall pay a fee to ▇M▇▇▇▇▇ ▇S▇▇▇▇▇▇ calculated at (A) [ ]1.25% of the aggregate price to the public of all the Shares sold by ▇M▇▇▇▇▇ ▇S▇▇▇▇▇▇ in the Offering Fund’s initial public offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised) and (B) [ ]% of the aggregate price to the public of all Shares sold in the Offering by any other broker or dealer participating in the Offering (each, an “Other BrokerOffering”) (including any Shares over-allotted by M▇▇▇▇▇ S▇▇▇▇▇▇ in the Offering regardless of whether the over-allotment option in the Offering is exercised), equal to $ [ ] $___ (the “Fee”). (b) . Subject to paragraph (cb), the Fee paid to ▇M▇▇▇▇▇ ▇S▇▇▇▇▇▇ shall not exceed [ ]1.25% of the total price to the public of the Shares sold by the Fund in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised). In the event the Offering does not proceed, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ will not receive any fees under this Agreement; however, for the avoidance of doubt, accountable expenses actually incurred may be payable to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ pursuant to the terms of the principal underwriting agreement relating to the Offering (the “Underwriting Agreement”)Offering. (cb) Notwithstanding paragraph (a), in the event that the Company (or the Fund or any person or entity affiliated with the Company, the Fund or any sub-adviser subadviser to the Fund or acting on behalf of or at the direction of any of the foregoing) compensates or agrees to compensate any other broker or dealer participating in the Offering (each, an “Other Broker Broker”) for any services or otherwise in connection with the Offering or with respect to the Fund or its Shares (excluding for this purpose any compensation paid directly to the entire underwriting syndicate, as a group, pursuant to the principal underwriting agreement (the “Underwriting Agreement”) relating to the Offering), whether such compensation be denominated a fee, an expense reimbursement, a set-off, a credit or otherwise (such compensation with respect to any Other Broker, such Other Broker’s “Other Compensation”), then the amount of the Fee shall be increased as and to the extent necessary so that the Fee payable to ▇M▇▇▇▇▇ ▇S▇▇▇▇▇▇ hereunder, expressed as (i) a dollar amount, (ii) a percentage of the aggregate price to the public of the Shares sold by ▇M▇▇▇▇▇ ▇S▇▇▇▇▇▇ in the Offering (including any Shares over-allotted by M▇▇▇▇▇ S▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering regardless of whether the over-allotment option in the Offering is exercised) or (iii) a percentage of the aggregate price to the public of all Shares sold in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised), is no less than the Other Compensation, expressed as (i) a dollar amount, (ii) a percentage of the aggregate price to the public of the Shares sold by such Other Broker in the Offering (including any Shares over-allotted by such Other Broker in the Offering regardless of whether the over-allotment option in the Offering is exercised) or (iii) a percentage of the aggregate price to the public of all Shares sold in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised), respectivelyOffering. (dc) The Company shall pay the Fee to M▇▇▇▇▇ S▇▇▇▇▇▇ ▇▇▇▇▇▇▇ on before the closing of the purchase and sale of the Shares pursuant to the Underwriting Agreement on ___, 2007 by wire transfer to the order of ▇M▇▇▇▇▇ S▇▇▇▇▇▇▇ using the following wire instructions: Citibank, N.A. Account: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Account #: ▇▇▇-▇▇-▇▇▇ ABA #: ▇▇▇-▇▇▇-▇▇▇ Attention: ▇▇▇▇▇ ▇▇▇▇▇ Ref: Nuveen High Income 2023 Target Term Fund Please notify “▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇” when the wire is sent. (e) . The Company acknowledges that the Fee is in addition to any compensation ▇M▇▇▇▇▇ ▇S▇▇▇▇▇▇ earns in connection with its role as an underwriter to the Fund in the Offeringits initial public offering, which services are distinct from and in addition to the marketing and structuring services described above.

Fee. (a) In consideration of advice to the Company relating to, but not limited to, the design and structuring of, and marketing assistance with respect to, the Fund and the distribution of the Fund’s its common shares of beneficial interest, par value $0.01 .01 per share (the “Shares”), and syndication assistance with respect to the Fund and the distribution of the Shares, including without limitation, views from an investor market, distribution and syndication perspective on (i) marketing issues with respect to the Fund’s investment policies and proposed investments, (ii) the overall marketing and positioning thesis for the Fund’s initial public offering of its Shares (the “Offering”), (iii) securing syndicate participants for the Offering, (iv) preparation of marketing and diligence materials for underwriters, (v) conveying information and market updates to syndicate members and (vi) coordinating syndicate orders during the Offering, the Company shall pay a fee to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ calculated at (A) [ ]% of the aggregate price to the public of all the Shares sold by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering Fund’s initial public offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised) and (B) [ ]% of the aggregate price to the public of all Shares sold in the Offering by any other broker or dealer participating in the Offering (each, an “Other BrokerOffering”) (including any Shares over-allotted by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering regardless of whether the over-allotment option in the Offering is exercised), equal to $ [ ] 1 (the “Fee”). (b) . Subject to paragraph (cb), the Fee paid to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall not exceed [ ]% %2 of the total price to the public of the Shares sold by the Fund in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised). In the event the Offering does not proceed, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ will not receive any fees under this Agreement; however, for the avoidance of doubt, accountable expenses actually incurred may be payable to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ pursuant to the terms of the principal underwriting agreement relating to the Offering (the “Underwriting Agreement”)Offering. (cb) Notwithstanding paragraph (a), in the event that the Company (or the Fund or any person or entity affiliated with the Company, the Fund or any sub-adviser to the Fund or acting on behalf of or at the direction of any of the foregoing) compensates or agrees to compensate any other broker or dealer participating in the Offering (each, an “Other Broker Broker”) for any services or otherwise in connection with the Offering or with respect to the Fund or its Shares (excluding for this purpose any compensation paid directly to the entire underwriting syndicate, as a group, pursuant to the principal underwriting agreement (the “Underwriting Agreement”) relating to the Offering), whether such compensation be denominated a fee, an expense reimbursement, a set-off, a credit or otherwise otherwise, except for compensation in the form of a trailing fee which is payable to an Other Broker on a periodic basis after the Offering for distribution and/or services in connection with the Offering, (such compensation with respect to any Other Broker, such Other Broker’s “Other 1 ([ ]%)*(dollar value of Shares sold by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, including over-allotments). 2 (dollar value of Fee)/(aggregate price to public of firm Shares as reflected in table on prospectus cover page)*100%. Compensation”), then the amount of the Fee shall be increased as and to the extent necessary so that the Fee payable to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ hereunder, expressed as (i) a dollar amount, (ii) a percentage of the aggregate price to the public of the Shares sold by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering (including any Shares over-allotted by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering regardless of whether the over-allotment option in the Offering is exercised) or (iii) a percentage of the aggregate price to the public of all Shares sold in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised), is no less than the Other Compensation, expressed as (i) a dollar amount, (ii) a percentage of the aggregate price to the public of the Shares sold by such Other Broker in the Offering (including any Shares over-allotted by such Other Broker in the Offering regardless of whether the over-allotment option in the Offering is exercised) or (iii) a percentage of the aggregate price to the public of all Shares sold in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised), respectivelyOffering. (dc) The Company shall pay the Fee to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ on before the closing of the purchase and sale of the Shares pursuant to the Underwriting Agreement on [first closing date] by wire transfer to the order of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ using the following wire instructions: Citibank, N.A. Account: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Account #: ▇▇▇-▇▇-▇▇▇ ABA #: ▇▇▇-▇▇▇-▇▇▇ Attention: ▇▇▇▇▇ ▇▇▇▇▇ Ref: Nuveen High Income 2023 Target Term Fund Please notify “▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇” when the wire is sent. (e) . The Company acknowledges that the Fee is in addition to any compensation ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ earns in connection with its role as an underwriter to the Fund in the Offeringits initial public offering, which services are distinct from and in addition to the marketing and structuring services described above.

Fee. (a) In consideration of advice to the Company relating to, but not limited to, the design and structuring of, and marketing assistance with respect to, the Fund and the distribution of the Fund’s 's common shares of beneficial interest, par value $0.01 per share (the “"Shares”"), and syndication assistance with respect to the Fund and the distribution of the Shares, including without limitation, views from an investor market, distribution and syndication perspective on (i) marketing issues with respect to the Fund’s 's investment policies and proposed investments, (ii) the overall marketing and positioning thesis for the Fund’s 's initial public offering of its Shares (the “"Offering”"), (iii) securing syndicate participants for the Offering, (iv) preparation of marketing and diligence materials for underwriters, (v) conveying information and market updates to syndicate members and (vi) coordinating syndicate orders during the Offering, the Company shall pay a fee to Morgan Stanley calc▇▇▇▇▇▇ ▇▇ ▇.▇▇▇▇▇▇ calculated at (A) [ ]% of the aggregate price to the public of all Shares sold by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised) and (B) [ ]% of the aggregate price to the public of all Shares sold in the Offering (whether sold by any other broker Morgan Stanley or a▇▇ ▇▇▇e▇ ▇▇▇▇▇r or dealer participating in the Offering (each, an “"Other Broker”") (and including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised), equal to $ [ $[__________] (the “"Fee”"). (b) Subject to paragraph (c), the Fee paid to Morgan Stanley shal▇ ▇▇▇ e▇▇▇▇▇ ▇▇▇▇▇▇▇ shall not exceed [ ].50% of the total price to the public of the Shares sold by the Fund in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised). In the event the Offering does not proceed, Morgan Stanley will ▇▇▇ ▇e▇▇▇▇▇ ▇▇▇▇▇▇▇ will not receive any ny fees under this Agreement; however, for the avoidance of doubt, accountable expenses actually incurred may be payable to ▇▇Morgan Stanley purs▇▇▇▇ ▇▇▇▇o ▇▇▇ pursuant to the terms ▇▇rms of the principal underwriting agreement relating to the Offering (the “"Underwriting Agreement”"). (c) Notwithstanding paragraph (a), in the event that the Company (or the Fund or any person or entity affiliated with the Company, the Fund or any sub-adviser to the Fund or acting on behalf of or at the direction of any of the foregoing) compensates or agrees to compensate any Other Broker for any services or otherwise in connection with the Offering or with respect to the Fund or its Shares (excluding for this purpose any compensation paid directly to the entire underwriting syndicate, as a group, pursuant to the Underwriting Agreement), whether such compensation be denominated a fee, an expense reimbursement, a set-off, a credit or otherwise (such compensation with respect to any Other Broker, such Other Broker’s “'s "Other Compensation”"), then the amount of the Fee shall be increased as and to the extent necessary so that the Fee payable to Morgan Stanley here▇▇▇▇▇▇ , ▇▇▇▇▇▇▇ hereunder, expressed ▇ed as (i) a dollar amount, (ii) a percentage of the aggregate price to the public of the Shares sold by Morgan Stanley in t▇▇ ▇▇▇e▇▇▇▇ (▇ncluding any Shares over-allotted by Morgan Stanley in t▇▇ ▇▇▇e▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering (including any Shares over-allotted by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering regardless gardless of whether the over-allotment option in the Offering is exercised) or (iii) a percentage of the aggregate price to the public of all Shares sold in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised), is no less than the Other Compensation, expressed as (i) a dollar amount, (ii) a percentage of the aggregate price to the public of the Shares sold by such Other Broker in the Offering (including any Shares over-allotted by such Other Broker in the Offering regardless of whether the over-allotment option in the Offering is exercised) or (iii) a percentage of the aggregate price to the public of all Shares sold in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised), respectively. (d) The Company shall pay the Fee to ▇▇▇▇Morgan Stanley on t▇▇ ▇▇▇▇s▇▇▇ on the closing of ▇▇ the purchase and sale of the Shares pursuant to the Underwriting Agreement by wire transfer to the order of ▇▇▇Morgan Stanley usin▇ ▇▇▇ f▇▇▇▇▇▇▇ using the following ▇g wire instructions: Citibank, N.A. Account: Morgan Stanley & Co. ▇▇▇▇▇▇ ▇▇▇▇▇nt #: 388-90-774 A▇▇ & Co. Account #: ▇▇▇-000-▇▇-▇▇▇ ABA #: ▇▇▇-▇▇▇-▇▇▇ Attention: ▇▇▇▇▇ ▇▇▇▇▇ Ref: Nuveen High Income 2023 Target Term Fund Please notify “089 ▇▇▇▇▇▇▇▇▇: Laura Cheng ▇▇▇: ▇▇▇▇▇@▇▇▇▇▇ Trust Senior Floating Rate 2022 Target Term Fund Please notify "fidfinalsettle@morg▇▇▇▇▇▇▇▇▇.▇▇▇” when the wire is " ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇ sent. (e) The Company acknowledges that the Fee is in addition to any compensation ▇▇▇▇Morgan Stanley earn▇ ▇▇ ▇o▇▇▇▇▇▇▇ earns in connection ▇n with its role as an underwriter to the Fund in the Offering, which services are distinct from and in addition to the services described above.

Fee. (a) In consideration of advice to the Company relating to, but not limited to, the design and structuring of, and marketing assistance with respect to, the Fund and the distribution of the Fund’s its common shares of beneficial interest, par value $0.01 per share interest (the “Shares”), and syndication assistance with respect to the Fund and the distribution of the Shares, including without limitation, views from an investor market, market and distribution and syndication perspective on (i) diversification, proportion and concentration approaches for the Fund’s investments in light of current market conditions, (ii) marketing issues with respect to the Fund’s investment policies and proposed investments, (iiiii) the proportion of the Fund’s assets to invest in the Fund’s strategies, and (iv) the overall marketing and positioning thesis for the Fund’s initial public offering of its Shares (the “Offering”), (iii) securing syndicate participants for the Offering, (iv) preparation of marketing and diligence materials for underwriters, (v) conveying information and market updates to syndicate members and (vi) coordinating syndicate orders during the Offeringoffering, the Company shall pay a fee to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ calculated at (A) [ [—]% of the aggregate price to the public of all the Shares sold by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering Fund’s initial public offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised) and (B) [ ]% of the aggregate price to the public of all Shares sold in the Offering by any other broker or dealer participating in the Offering (each, an “Other BrokerOffering”) (including any Shares over-allotted by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering regardless of whether the over-allotment option in the Offering is exercised), equal to $ [ $[—] (the “Fee”). (b) . Subject to paragraph (cb), the Fee paid to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall not exceed [ [—]% of the total price to the public of the Shares sold by the Fund in the Offering (including any Shares over-allotted in Offering. For the Offering regardless avoidance of whether doubt, such percentage shall not take into account the Shares, if any, sold pursuant to the over-allotment option in the Offering is exercised)Offering. In the event the Offering does not proceed, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ will not receive any fees under this Agreement; however, for the avoidance of doubt, accountable expenses actually incurred may be payable to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ pursuant to the terms of the principal underwriting agreement relating to the Offering (the “Underwriting Agreement”). (cb) Notwithstanding paragraph (a), in the event that the Company (or the Fund or any person or entity affiliated with the Company, the Fund or any sub-adviser to the Fund or acting on behalf of or at the direction of any of the foregoing) compensates or agrees to compensate any other broker or dealer participating in the Offering (each, an “Other Broker Broker”) for any services or otherwise in connection with the Offering or with respect to the Fund or its Shares (excluding for this purpose any compensation paid directly to the entire underwriting syndicate, as a group, pursuant to the Underwriting Agreement), whether such compensation be denominated a fee, an expense reimbursement, a set-off, a credit or otherwise (such compensation with respect to any Other Broker, such Other Broker’s “Other Compensation”), then the amount of the Fee shall be increased as and to the extent necessary so that the Fee payable to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ hereunder, expressed as (i) a dollar amount, (ii) a percentage of the aggregate price to the public of the Shares sold by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering (including any Shares over-allotted by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering regardless of whether the over-allotment option in the Offering is exercised) or (iii) a percentage of the aggregate price to the public of all Shares sold in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised), is no less than the Other Compensation, expressed as (i) a dollar amount, (ii) a percentage of the aggregate price to the public of the Shares sold by such Other Broker in the Offering (including any Shares over-allotted by such Other Broker in the Offering regardless of whether the over-allotment option in the Offering is exercised) or (iii) a percentage of the aggregate price to the public of all Shares sold in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised), respectively. (dc) The Company shall pay the Fee to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ on the closing of the purchase and sale of the Shares pursuant to the Underwriting Agreement on September [—], 2014 by wire transfer to the order of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ using the following wire instructions: Citibank, N.A. Account: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Account #: ▇▇▇-▇▇-▇▇▇ ABA #: ▇▇▇-▇▇▇-▇▇▇ Attention: ▇▇▇▇▇ ▇▇▇▇▇ Ref: Nuveen High Income 2023 Target Term Fund Please notify “▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇” when the wire is sent. (e) . The Company acknowledges that the Fee is in addition to any compensation ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ earns in connection with its role as an underwriter to the Fund in the Offering, which services are distinct from and in addition to the marketing and structuring services described above.

Fee. (a) In consideration of advice to the Company relating to, but not limited to, the design and structuring of, and marketing assistance with respect to, the Fund and the distribution of the Fund’s common shares of beneficial interest, par value $0.01 per share (the “Shares”), and syndication assistance with respect to the Fund and the distribution of the Shares, including without limitation, views from an investor market, distribution and syndication perspective on (i) marketing issues with respect to the Fund’s investment policies and proposed investments, (ii) the overall marketing and positioning thesis for the Fund’s initial public offering of its Shares (the “Offering”), (iii) securing syndicate participants for the Offering, (iv) preparation of marketing and diligence materials for underwriters, (v) conveying information and market updates to syndicate members and (vi) coordinating syndicate orders during the Offering, the Company shall pay a fee to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ calculated at (A) [ ]0.50% of the aggregate price to the public of all Shares sold in the Offering (whether sold by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised) and (B) [ ]% of the aggregate price to the public of all Shares sold in the Offering by or any other broker or dealer participating in the Offering (each, an “Other Broker”) (and including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised), equal to [$ [ ] (the “Fee”). (b) Subject to paragraph (c), the Fee paid to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall not exceed [ ]0.50% of the total price to the public of the Shares sold by the Fund in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised). In the event the Offering does not proceed, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ will not receive any fees under this Agreement; however, for the avoidance of doubt, accountable expenses actually incurred may be payable to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ pursuant to the terms of the principal underwriting agreement relating to the Offering (the “Underwriting Agreement”). (c) Notwithstanding paragraph (a), in the event that the Company (or the Fund or any person or entity affiliated with the Company, the Fund or any sub-sub- adviser to the Fund or acting on behalf of or at the direction of any of the foregoing) compensates or agrees to compensate any Other Broker for any services or otherwise in connection with the Offering or with respect to the Fund or its Shares (excluding for this purpose any compensation paid directly to the entire underwriting syndicate, as a group, pursuant to the Underwriting Agreement), whether such compensation be denominated a fee, an expense reimbursement, a set-off, a credit or otherwise (such compensation with respect to any Other Broker, such Other Broker’s “Other Compensation”), then the amount of the Fee shall be increased as and to the extent necessary so that the Fee payable to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ hereunder, expressed as (i) a dollar amount, (ii) a percentage of the aggregate price to the public of the Shares sold by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering (including any Shares over-allotted by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering regardless of whether the over-allotment option in the Offering is exercised) or (iii) a percentage of the aggregate price to the public of all Shares sold in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised), is no less than the Other Compensation, expressed as (i) a dollar amount, (ii) a percentage of the aggregate price to the public of the Shares sold by such Other Broker in the Offering (including any Shares over-allotted by such Other Broker in the Offering regardless of whether the over-allotment option in the Offering is exercised) or (iii) a percentage of the aggregate price to the public of all Shares sold in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised), respectively. (d) The Company shall pay the Fee to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ on the closing of the purchase and sale of the Shares pursuant to the Underwriting Agreement on August [ ], 2015, by wire transfer to the order of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ using the following wire instructions: [Citibank, N.A. Account: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Account #: ▇▇▇-▇▇-▇▇▇ ABA #: ▇▇▇-▇▇▇-▇▇▇ Attention: ▇▇▇▇▇ ▇▇▇▇▇ Ref: Nuveen High Income 2023 2020 Target Term Fund Please notify “▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇” when the wire is sent.] (e) The Company acknowledges that the Fee is in addition to any compensation ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ earns in connection with its role as an underwriter to the Fund in the Offering, which services are distinct from and in addition to the services described above.

Fee. (a) In consideration of advice to the Company relating to, but not limited to, the design and structuring of, and marketing assistance with respect to, the Fund and the distribution of the Fund’s common shares of beneficial interest, no par value $0.01 per share (the “Shares”), and syndication assistance with respect to the Fund and the distribution of the Shares, including without limitation, views from an investor market, distribution and syndication perspective on (i) marketing issues with respect to the Fund’s investment policies and proposed investments, (ii) the overall marketing and positioning thesis for the Fund’s initial public offering of its Shares (the “Offering”), (iii) securing syndicate participants for the Offering, (iv) preparation of marketing and diligence materials for underwriters, (v) conveying information and market updates to syndicate members and (vi) coordinating syndicate orders during the Offering, the Company shall pay a fee to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ calculated at (A) [ ]0.60% of the aggregate price to the public of all Shares sold in the Offering (whether sold by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised) and (B) [ ]% of the aggregate price to the public of all Shares sold in the Offering by or any other broker or dealer participating in the Offering (each, an “Other Broker”) (and including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised), equal to $ $[ ] (the “Fee”). (b) Subject to paragraph (c), the Fee paid to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall not exceed [ ]0.60% of the total price to the public of the Shares sold by the Fund in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised). In the event the Offering does not proceed, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ will not receive any fees under this Agreement; however, for the avoidance of doubt, accountable expenses actually incurred may be payable to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ pursuant to the terms of the principal underwriting agreement relating to the Offering (the “Underwriting Agreement”). (c) Notwithstanding paragraph (a), in the event that the Company (or the Fund or any person or entity affiliated with the Company, the Fund or any sub-adviser to the Fund or acting on behalf of or at the direction of any of the foregoing) compensates or agrees to compensate any Other Broker for any services or otherwise in connection with the Offering or with respect to the Fund or its Shares (excluding for this purpose any compensation paid directly to the entire underwriting syndicate, as a group, pursuant to the Underwriting Agreement), whether such compensation be denominated a fee, an expense reimbursement, a set-off, a credit or otherwise (such compensation with respect to any Other Broker, such Other Broker’s “Other Compensation”), then the amount of the Fee shall be increased as and to the extent necessary so that the Fee payable to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ hereunder, expressed as (i) a dollar amount, (ii) a percentage of the aggregate price to the public of the Shares sold by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering (including any Shares over-allotted by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering regardless of whether the over-allotment option in the Offering is exercised) or (iii) a percentage of the aggregate price to the public of all Shares sold in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised), is no less than the Other Compensation, expressed as (i) a dollar amount, (ii) a percentage of the aggregate price to the public of the Shares sold by such Other Broker in the Offering (including any Shares over-allotted by such Other Broker in the Offering regardless of whether the over-allotment option in the Offering is exercised) or (iii) a percentage of the aggregate price to the public of all Shares sold in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised), respectively. (d) The Company shall pay the Fee to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ on the closing of the purchase and sale of the Shares pursuant to the Underwriting Agreement by wire transfer to the order of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ using the following wire instructions: Citibank, N.A. Account: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Account #: ▇▇▇-▇▇-▇▇▇ ABA #: ▇▇▇-▇▇▇-▇▇▇ Attention: ▇▇▇▇▇ ▇▇▇▇▇ Ref: Nuveen Invesco High Income 2023 Target Term Fund Please notify “▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇” when the wire is sent. (e) The Company acknowledges that the Fee is in addition to any compensation ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ earns in connection with its role as an underwriter to the Fund in the Offering, which services are distinct from and in addition to the services described above.

Fee. (a) In consideration of advice to the Company relating to, but not limited to, the design and structuring of, and marketing assistance with respect to, the Fund and the distribution of the Fund’s common shares of beneficial interest, par value $0.01 per share (the “Shares”), and syndication assistance with respect to the Fund and the distribution of the Shares, including without limitation, views from an investor market, distribution and syndication perspective on (i) marketing issues with respect to the Fund’s investment policies and proposed investments, (ii) the overall marketing and positioning thesis for the Fund’s initial public offering of its Shares (the “Offering”), (iii) securing syndicate participants for the Offering, (iv) preparation of marketing and diligence materials for underwriters, (v) conveying information and market updates to syndicate members and (vi) coordinating syndicate orders during the Offering, the Company shall pay a fee to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ calculated at (A) [ ]0.50% of the aggregate price to the public of all Shares sold in the Offering (whether sold by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised) and (B) [ ]% of the aggregate price to the public of all Shares sold in the Offering by or any other broker or dealer participating in the Offering (each, an “Other Broker”) (and including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised), equal to $ [ ] $1,500,000 (the “Fee”). (b) Subject to paragraph (c), the Fee paid to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall not exceed [ ]0.50% of the total price to the public of the Shares sold by the Fund in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised). In the event the Offering does not proceed, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ will not receive any fees under this Agreement; however, for the avoidance of doubt, accountable expenses actually incurred may be payable to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ pursuant to the terms of the principal underwriting agreement relating to the Offering (the “Underwriting Agreement”). (c) Notwithstanding paragraph (a), in the event that the Company (or the Fund or any person or entity affiliated with the Company, the Fund or any sub-sub- adviser to the Fund or acting on behalf of or at the direction of any of the foregoing) compensates or agrees to compensate any Other Broker for any services or otherwise in connection with the Offering or with respect to the Fund or its Shares (excluding for this purpose any compensation paid directly to the entire underwriting syndicate, as a group, pursuant to the Underwriting Agreement), whether such compensation be denominated a fee, an expense reimbursement, a set-off, a credit or otherwise (such compensation with respect to any Other Broker, such Other Broker’s “Other Compensation”), then the amount of the Fee shall be increased as and to the extent necessary so that the Fee payable to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ hereunder, expressed as (i) a dollar amount, (ii) a percentage of the aggregate price to the public of the Shares sold by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering (including any Shares over-allotted by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering regardless of whether the over-allotment option in the Offering is exercised) or (iii) a percentage of the aggregate price to the public of all Shares sold in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised), is no less than the Other Compensation, expressed as (i) a dollar amount, (ii) a percentage of the aggregate price to the public of the Shares sold by such Other Broker in the Offering (including any Shares over-allotted by such Other Broker in the Offering regardless of whether the over-allotment option in the Offering is exercised) or (iii) a percentage of the aggregate price to the public of all Shares sold in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised), respectively. (d) The Company shall pay the Fee to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ on the closing of the purchase and sale of the Shares pursuant to the Underwriting Agreement on 12, 2015, by wire transfer to the order of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ using the following wire instructions: Citibank, N.A. Account: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Account #: ▇▇▇-▇▇-▇▇▇ ABA #: ▇▇▇-▇▇▇-▇▇▇ Attention: ▇▇▇▇▇ ▇▇▇▇▇ Ref: Nuveen High Income 2023 December 2018 Target Term Fund Please notify “▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇” when the wire is sent. (e) The Company acknowledges that the Fee is in addition to any compensation ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ earns in connection with its role as an underwriter to the Fund in the Offering, which services are distinct from and in addition to the services described above.