Nuveen Preferred & Income Term Fund Sample Contracts

AMENDED AND RESTATED MASTER CUSTODIAN AGREEMENT
Master Custodian Agreement • June 22nd, 2012 • Nuveen Preferred & Income Term 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”).

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WELLS FARGO SECURITIES, LLC MASTER AGREEMENT AMONG UNDERWRITERS REGISTERED SEC OFFERINGS (INCLUDING MULTIPLE SYNDICATE OFFERINGS) AND EXEMPT OFFERINGS (OTHER THAN OFFERINGS OF MUNICIPAL SECURITIES)
Master Agreement • July 25th, 2012 • Nuveen Preferred & Income Term Fund • New York

This Master Agreement Among Underwriters (this “Master AAU”), dated as of May 10, 2012, is by and between Wells Fargo Securities, LLC (“Wells Fargo Securities,” “we” or “us”) and the party named on the signature page hereof (an “Underwriter,” as defined in Section 1.1 hereof, or “you”). From time to time we or one or more of our affiliates may invite you (and others) to participate on the terms set forth herein as an underwriter or an initial purchaser, or in a similar capacity, in connection with certain offerings of securities that are managed solely by us or with one or more other co-managers. If we invite you to participate in a specific offering and sale of securities (an “Offering”) to which this Master AAU will apply, we will send the information set forth in Section 1.1 hereof to you by one or more wires, telexes, telecopy or electronic data transmissions, or other written communications (each, a “Wire,” and collectively, an “AAU”), unless you are otherwise deemed to have accep

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 • June 22nd, 2012 • Nuveen Preferred & Income Term 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”).

STRUCTURING FEE AGREEMENT
Structuring Fee Agreement • June 22nd, 2012 • Nuveen Preferred & Income Term Fund • New York

Reference is made to the Underwriting Agreement dated July [ ], 2012 (the “Underwriting Agreement”), by and among Nuveen Preferred and Income Term Fund (the “Fund”), Nuveen Fund Advisors, Inc. (the “Investment Manager”), Nuveen Asset Management, LLC and each of the Underwriters named therein, severally, with respect to the issue and sale of the Fund’s common shares of beneficial interest, par value $0.01 (the “Common Shares”), as described therein (the “Offering”). Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Underwriting Agreement.

INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • June 22nd, 2012 • Nuveen Preferred & Income Term Fund • Illinois

AGREEMENT made as of this 5th day of June, 2012, by and between Nuveen Preferred and Income Term Fund, a Massachusetts business trust (the “Fund”), and Nuveen Fund Advisors, Inc., a Delaware corporation (the “Adviser”).

INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • July 25th, 2012 • Nuveen Preferred & Income Term Fund • Illinois

AGREEMENT effective as of this 23rd day of July, 2012 by and between Nuveen Fund Advisors, Inc., a Delaware corporation and a registered investment adviser (“Manager”), and Nuveen Asset Management, LLC, a Delaware limited liability company and a federally registered investment adviser (“Sub-Adviser”).

WELLS FARGO SECURITIES, LLC MASTER SELECTED DEALERS AGREEMENT
Master Selected Dealers Agreement • July 25th, 2012 • Nuveen Preferred & Income Term Fund • New York
STRUCTURING FEE AGREEMENT
Structuring Fee Agreement • June 22nd, 2012 • Nuveen Preferred & Income Term Fund • New York

Reference is made to the Underwriting Agreement dated July [—], 2012 (the “Underwriting Agreement”), by and among Nuveen Preferred and Income Term Fund (the “Fund”), Nuveen Fund Advisors, Inc. (the “Company”), Nuveen Asset Management, LLC and each of the Underwriters named in Schedule A thereto, with respect to the issue and sale of the Fund’s Common Shares (the “Offering”), as described therein. Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Underwriting Agreement.

AMENDMENT To Transfer Agency and Service Agreement Between Each of the Nuveen Closed-End Investment Companies Listed on Exhibit A to the Agreement And State Street Bank and Trust Company
Agency and Service Agreement • June 22nd, 2012 • Nuveen Preferred & Income Term Fund

This Amendment is made as of this 1st day of July 2011 to the Transfer Agency and Service Agreement dated October 7, 2002, as amended (the “Agreement”) between each of the Nuveen Closed-End Investment Companies Listed on Exhibit A to the Agreement (collectively, the “Funds”) and State Street Bank and Trust Company (the “Transfer Agent”). In accordance with Section 16.1 (Amendment) of the Agreement, the parties desire to amend the Agreement as set forth herein.

STRUCTURING FEE AGREEMENT
Structuring Fee Agreement • June 22nd, 2012 • Nuveen Preferred & Income Term Fund • New York

This agreement is between Nuveen Fund Advisors, Inc. (including any successor or assign by merger or otherwise, the “Company”) and UBS Securities LLC (“UBS”) with respect to the Nuveen Preferred and Income Term Fund (the “Fund”).

NUVEEN PREFERRED AND INCOME TERM FUND Subscription Agreement
Nuveen Preferred and Income Term Fund • June 22nd, 2012 • Nuveen Preferred & Income Term Fund

This Agreement made this June 5, 2012 by and between Nuveen Preferred and Income Term Fund, a Massachusetts business trust (the “Fund”), and Nuveen Fund Advisors, Inc. (the “Subscriber”);

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