Nuveen Core Equity Alpha Fund Sample Contracts

DEALER AGREEMENT Nuveen Securities, LLC
Dealer Agreement • August 3rd, 2020 • Nuveen Core Equity Alpha Fund • New York

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

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Transfer Agency and Service Agreement Among Each of the Nuveen Closed End Investment Companies Listed on Exhibit A Hereto and State Street Bank and Trust Company
Agency and Service Agreement • March 26th, 2007 • Nuveen Core Equity Alpha Fund • Massachusetts

AGREEMENT made as of the 7th day of October, 2002, by and among each of the Nuveen closed-end investment companies listed on Exhibit A hereto, which may be amended from time to time, each being either a Minnesota corporation or a Massachusetts business trust as indicated on Exhibit A (each a “Fund” or the “Fund”), and State Street Bank and Trust Company, a Massachusetts trust company, having a principal office and place of business at 225 Franklin Street, Boston, Massachusetts 02110 (the “Transfer Agent”).

FUND] Chicago, Illinois 60606
Nuveen Core Equity Alpha Fund • October 30th, 2018

[FUND] is a Massachusetts business trust operating as a closed-end management investment company (hereinafter referred to as the “Fund”). The Fund has filed a registration statement on Form N-2 (File Nos. 333-XXXXXX and 811-XXXXX) (the “Registration Statement”) pursuant to the Investment Company Act of 1940, as amended, and the Securities Act of 1933, as amended, to register additional common shares of the Fund, which may be issued and sold from time to time through various specified transactions, including at-the-market (“ATM”) offerings.

Transfer Agency and Service Agreement Between Each of the Nuveen Closed-End Investment Companies Listed on Schedule A Attached Hereto and Computershare Inc. and Computershare Trust Company, N.A.
Agency and Service Agreement • October 30th, 2018 • Nuveen Core Equity Alpha Fund • New York

THIS TRANSFER AGENCY AND SERVICE AGREEMENT, effective as of June 15, 2017 (“Effective Date”), is by and between each of the Nuveen closed-end investment companies listed on Schedule A attached hereto, as may be amended from time to time (“Schedule A”) (each such investment company, a “Fund”), and Computershare Inc., a Delaware corporation (“Computershare”), and its fully owned subsidiary Computershare Trust Company, N.A., a federally chartered trust company (“Trust Company”, and together with Computershare, “Transfer Agent”), each having a principal office and place of business at 250 Royall Street, Canton, Massachusetts 02021.

INVESTMENT SUB-ADVISORY AGREEMENT (Nuveen Core Equity Alpha Fund (JCE))
Investment Sub-Advisory Agreement • October 30th, 2018 • Nuveen Core Equity Alpha Fund • Illinois

THIS AGREEMENT is effective as of this 1st day of October 2014 by and between Nuveen Fund Advisors, LLC, a Delaware limited liability company (the “Adviser”), and Nuveen Asset Management, LLC, a Delaware limited liability company (the “Sub-Adviser”).

AMENDED AND RESTATED MASTER CUSTODIAN AGREEMENT
Custodian Agreement • March 26th, 2007 • Nuveen Core Equity Alpha Fund • Massachusetts

This Agreement between those NUVEEN INVESTMENT COMPANIES (each such investment company and each investment company made subject to this Agreement in accordance with Section 19 herein, be referred to as a “Fund” and collectively as the “Funds”) listed on Appendix A hereto (hereinafter “Appendix A” as it may be amended from time to time), which may be Massachusetts business trusts or have such other form of organization as may be indicated, and STATE STREET BANK and TRUST COMPANY, a Massachusetts trust company (the “Custodian”).

FIRST AMENDMENT TO TRANSFER AGENCY AND SERVICE AGREEMENT
Transfer Agency and Service Agreement • October 30th, 2018 • Nuveen Core Equity Alpha Fund

This First Amendment (“Amendment”) is entered into and effective as of this the 7th day of September, 2017, and hereby amends that certain Transfer Agency and Service Agreement by and among each Nuveen closed-end investment companies listed on Schedule A attached hereto, as may be amended from time to time (“Schedule A”) (each such investment company, a “Fund”), and Computershare Inc., (“Computershare”) and its fully owned subsidiary Computershare Trust Company, N.A., (“Trust Company”, and together with Computershare, “Transfer Agent”) dated June 15, 2017 (the “Agreement”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement.

NUVEEN CLOSED-END FUNDS RENEWAL OF INVESTMENT MANAGEMENT AGREEMENTS
Investment Management Agreements • October 30th, 2018 • Nuveen Core Equity Alpha Fund

This Agreement made this 24th day of July 2018 by and between the funds listed on Schedule A (the “Nuveen Closed-End Funds”), and Nuveen Fund Advisors, LLC, a Delaware limited liability company (the “Adviser”);

Master Agreement Among Underwriters
Master Agreement • March 26th, 2007 • Nuveen Core Equity Alpha Fund • New York

We hereby agree that this Master Agreement Among Underwriters (this “Agreement”) will apply to our participation in offerings of securities where you act as Manager or one of the Managers of the underwriting syndicate (including offerings subject to competitive bidding where you act as Representative of a group of bidders or purchasers). The issuer of the securities is referred to as the “Company”, the seller of any such securities other than the Company is referred to as the “Seller” and such securities are referred to as the “Securities”.

MASTER SELECTED DEALER AGREEMENT
Master Selected Dealer Agreement • March 26th, 2007 • Nuveen Core Equity Alpha Fund • New York

Unless we promptly give you written instructions otherwise, if transactions in the Securities may be settled through the facilities of The Depository Trust Company, payment for and delivery of Securities purchased by us will be made through such facilities if we are a member, or if we are not a member, settlement may be made through our ordinary correspondent who is a member.

INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • October 30th, 2018 • Nuveen Core Equity Alpha Fund • Illinois

AGREEMENT made as of this 30th day of May 2017 by and between Nuveen Fund Advisors, LLC, a Delaware limited liability company and a federally registered investment adviser (“Manager”), and INTECH Investment Management LLC, a Delaware limited liability company and a federally registered investment adviser (“INTECH” or “Sub-Adviser”).

Form N-SAR, Sub-Item 77q1(e) Any new or amended investment advisory contracts Nuveen Core Equity Alpha Fund 811-22003 On January 1, 2011 a new Sub-Advisory Agreement went into effect for the above reference trust. Such Agreement is attached as an...
Nuveen Core Equity Alpha Fund • August 30th, 2011

On January 1, 2011 a new Sub-Advisory Agreement went into effect for the above reference trust. Such Agreement is attached as an exhibit to Form N- SAR.

INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • March 16th, 2021 • Nuveen Core Equity Alpha Fund • Illinois

AGREEMENT effective as of this 26th day of October 2020 by and between Nuveen Fund Advisors, LLC, a Delaware limited liability company and a registered investment adviser (“Manager”), and Nuveen Asset Management, LLC, a Delaware limited liability company and a federally registered investment adviser (“Sub-Adviser”).

Nuveen Core Equity Alpha Fund Chicago, Illinois 60606
Nuveen Core Equity Alpha Fund • February 20th, 2019

Nuveen Core Equity Alpha Fund is a Massachusetts business trust operating as a closed-end management investment company (hereinafter referred to as the “Fund”). The Fund has filed a registration statement on Form N-2 (File Nos. 333-228049 and 811-22003) (the “Registration Statement”) pursuant to the Investment Company Act of 1940, as amended, and the Securities Act of 1933, as amended, to register additional common shares of the Fund, which may be issued and sold from time to time through various specified transactions, including at-the-market (“ATM”) offerings.

INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • March 26th, 2007 • Nuveen Core Equity Alpha Fund • Illinois

AGREEMENT made this 25th day of January 2007, by and between NUVEEN CORE EQUITY ALPHA FUND, a Massachusetts business trust (the “Fund”), and NUVEEN ASSET MANAGEMENT, a Delaware corporation (the “Adviser”).

CONTINUANCE OF MANAGEMENT AGREEMENTS
Management Agreements • November 25th, 2019 • Nuveen Core Equity Alpha Fund

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

AMENDMENT No. 4 TO LICENSE AGREEMENT
License Agreement • March 26th, 2007 • Nuveen Core Equity Alpha Fund

STANDARD & POOR’S, a division of The McGraw-Hill Companies, Inc. (“S&P”), a New York corporation, having an office at 55 Water Street, New York, NY 10041, and Nuveen Asset Management (“Licensee”), a Delaware Corporation, having an office at 333 West Wacker Drive, Chicago, IL 60606, on behalf of the Nuveen Core Equity Alpha Fund. The effective date of this Amendment No. 4 is .

INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • October 30th, 2018 • Nuveen Core Equity Alpha Fund • Illinois

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

NUVEEN CORE EQUITY ALPHA FUND Subscription Agreement
Nuveen Core Equity Alpha Fund • March 26th, 2007 • Nuveen Core Equity Alpha Fund

This Agreement made this 7th day of March 2007 by and between Nuveen Core Equity Alpha Fund, a Massachusetts business trust (the “Fund”), and Nuveen Asset Management, a Delaware corporation (the “Subscriber”);

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