Nuveen Credit Opportunities 2022 Target Term Fund Sample Contracts

Morgan Stanley & Co. LLC MASTER AGREEMENT AMONG UNDERWRITERS REGISTERED SEC OFFERINGS (INCLUDING MULTIPLE SYNDICATE OFFERINGS) AND EXEMPT OFFERINGS (OTHER THAN OFFERINGS OF MUNICIPAL SECURITIES)
Master Agreement • March 31st, 2017 • Nuveen Credit Opportunities 2022 Target Term Fund • New York

This Master Agreement Among Underwriters (this “Master AAU”), dated as of July 15, 2014, is by and between Morgan Stanley & Co. LLC (“Morgan Stanley,” or “we”) and the party named on the signature page hereof (an “Underwriter,” as defined in Section 1.1 hereof, or “you”). From time to time we or one or more of our affiliates may invite you (and others) to participate on the terms set forth herein as an underwriter or an initial purchaser, or in a similar capacity, in connection with certain offerings of securities that are managed solely by us or with one or more other co-managers. If we invite you to participate in a specific offering and sale of securities (an “Offering”) to which this Master AAU will apply, we will send the information set forth in Section 1.1 hereof to you by one or more wires, telexes, telecopy or electronic data transmissions, or other written communications (each, a “Wire,” and collectively, an “AAU”), unless you are otherwise deemed to have accepted an AAU with

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STRUCTURING FEE AGREEMENT
Structuring Fee Agreement • March 31st, 2017 • Nuveen Credit Opportunities 2022 Target Term Fund • New York

Reference is made to the Underwriting Agreement dated March 28, 2017 (the “Underwriting Agreement”), by and among Nuveen Credit Opportunities 2022 Target Term Fund (the “Fund”), Nuveen Fund Advisors, LLC (the “Company”), Symphony Asset Management LLC and each of the Underwriters named in Schedule I thereto, with respect to the issue and sale (the “Offering”) of the Fund’s common shares of beneficial interest, $0.01 par value per share (the “Common Shares”), as described therein. Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Underwriting Agreement.

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Morgan Stanley & Co. LLC MASTER SELECTED DEALERS AGREEMENT REGISTERED SEC OFFERINGS AND EXEMPT OFFERINGS (OTHER THAN OFFERINGS OF MUNICIPAL SECURITIES)
Master Selected Dealers Agreement • March 31st, 2017 • Nuveen Credit Opportunities 2022 Target Term Fund • New York

This Master Selected Dealers Agreement (this “Master SDA”), dated as of June 1, 2011, is by and between Morgan Stanley & Co. LLC (including its successors and assigns) (“we,” “our,” “us” or the “Manager”) and the party named on the signature page hereof (a “Dealer,” “you” or “your”). From time to time, in connection with an offering and sale (an “Offering”) of securities (the “Securities”), managed solely by us or with one or more other managers or co-managers, we or one or more of our affiliates may offer you (and others) the opportunity to purchase as principal a portion of such securities on the terms set forth herein as a Selected Dealer (as defined below).

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STRUCTURING FEE AGREEMENT
Structuring Fee Agreement • March 31st, 2017 • Nuveen Credit Opportunities 2022 Target Term Fund • New York

Reference is made to the Underwriting Agreement dated March 28, 2017 (the “Underwriting Agreement”), by and among Nuveen Credit Opportunities 2022 Target Term Fund (the “Fund”), Nuveen Fund Advisors, LLC (the “Investment Manager”), Symphony Asset Management LLC and each of the Underwriters named therein (the “Underwriters”), severally, with respect to the issue and sale of the Fund’s common shares of beneficial interest, par value $0.01 (the “Common Shares”), as described therein (the “Offering”). Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Underwriting Agreement.

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INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • February 24th, 2017 • Nuveen Credit Opportunities 2022 Target Term Fund • Illinois

AGREEMENT made this 10th day of February, 2017, by and between NUVEEN CREDIT OPPORTUNITIES 2022 TARGET TERM FUND, a Massachusetts business trust (the “Fund”), and NUVEEN FUND ADVISORS, LLC a Delaware limited liability company (the “Adviser”).

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STRUCTURING AND SYNDICATION FEE AGREEMENT
Structuring and Syndication Fee Agreement • March 31st, 2017 • Nuveen Credit Opportunities 2022 Target Term Fund • New York

This agreement is between Nuveen Fund Advisors, LLC (the “Company”) and Morgan Stanley & Co. LLC (“Morgan Stanley”) with respect to Nuveen Credit Opportunities 2022 Target Term Fund (the “Fund”).

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INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • March 27th, 2017 • Nuveen Credit Opportunities 2022 Target Term Fund • Illinois

AGREEMENT effective as of this 23rd day of February, 2017 by and between Nuveen Fund Advisors, LLC, a Delaware limited liability company and a registered investment adviser (“Manager”), and Symphony Asset Management LLC, a California limited liability company and a federally registered investment adviser (“Sub-Adviser”).

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NUVEEN OPEN-END AND CLOSED-END FUNDS DEFERRED COMPENSATION PLAN FOR INDEPENDENT DIRECTORS AND TRUSTEES (As Amended and Restated Effective January 1, 2013)
Nuveen Credit Opportunities 2022 Target Term Fund • February 8th, 2017 • Illinois
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STRUCTURING FEE AGREEMENT
Structuring Fee Agreement • March 27th, 2017 • Nuveen Credit Opportunities 2022 Target Term Fund • New York

This agreement (the “Agreement”) is between Nuveen Fund Advisors, LLC (including any successor or assign by merger or otherwise, the “Company”) and UBS Securities LLC (“UBS”) with respect to Nuveen Credit Opportunities 2022 Target Term Fund (the “Fund”). Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Underwriting Agreement dated March 28, 2017 (the “Underwriting Agreement”), by and among the Fund, the Company, Symphony Asset Management LLC and each of the underwriters named therein.

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STRUCTURING FEE AGREEMENT
Structuring Fee Agreement • March 31st, 2017 • Nuveen Credit Opportunities 2022 Target Term Fund • New York

Reference is made to the Underwriting Agreement dated March 28, 2017 (the “Underwriting Agreement”), by and among Nuveen Credit Opportunities 2022 Target Term Fund (the “Trust”), Nuveen Fund Advisors, LLC (the “Adviser”), Symphony Asset Management LLC, Stifel, Nicolaus & Company, Incorporated (“Stifel”) and each of the other Underwriters named therein, severally, with respect to the issue and sale of the Trust’s common shares of beneficial interest, par value $0.01 (the “Common Shares”), as described therein (the “Offering”). Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Underwriting Agreement.

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STRUCTURING FEE AGREEMENT
Structuring Fee Agreement • March 31st, 2017 • Nuveen Credit Opportunities 2022 Target Term Fund • New York

Reference is made to the Underwriting Agreement dated March 28, 2017 (the “Underwriting Agreement”), by and among Nuveen Credit Opportunities 2022 Target Term Fund (the “Fund”), Nuveen Fund Advisors, LLC (the “Company”), Symphony Asset Management LLC and each of the Underwriters named in Schedule I thereto, with respect to the issue and sale (the “Offering”) of the Fund’s common shares of beneficial interest, $0.01 par value per share (the “Common Shares”), as described therein. Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Underwriting Agreement.

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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
Transfer Agency and Service Agreement • February 8th, 2017 • Nuveen Credit Opportunities 2022 Target 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”).

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STRUCTURING FEE AGREEMENT
Structuring Fee Agreement • March 31st, 2017 • Nuveen Credit Opportunities 2022 Target Term Fund • New York

Reference is made to the Underwriting Agreement dated March 28, 2017 (the “Underwriting Agreement”), by and among Nuveen Credit Opportunities 2022 Target Term Fund (the “Fund”), Nuveen Fund Advisors, LLC (the “Company”), Symphony Asset Management LLC and each of the Underwriters named in Schedule I thereto, with respect to the issue and sale (the “Offering”) of the Fund’s common shares of beneficial interest, $0.01 par value per share (the “Common Shares”), as described therein. Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Underwriting Agreement.

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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 • February 8th, 2017 • Nuveen Credit Opportunities 2022 Target Term Fund

This Amendment is made as of this 15th day of July 2015 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.

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AMENDMENT To Transfer Agency and Service Agreement Between Each of the Nuveen Closed-End Investment Companies Listed on Schedule A to the Agreement And State Street Bank and Trust Company
Transfer Agency and Service Agreement • March 27th, 2017 • Nuveen Credit Opportunities 2022 Target Term Fund

This Amendment is made as of this 6th day of March, 2017, 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 Schedule A to the Agreement (collectively, the “Funds”) and State Street Bank and Trust Company (the “Transfer Agent”). In accordance with Section 17.1 (Amendment) of the Agreement, the parties desire to amend the Agreement as set forth herein.

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NUVEEN CREDIT OPPORTUNITIES 2022 TARGET TERM FUND Subscription Agreement
Subscription Agreement • February 24th, 2017 • Nuveen Credit Opportunities 2022 Target Term Fund

This Agreement made this February 9, 2017 by and between Nuveen Credit Opportunities 2022 Target Term Fund, a Massachusetts business trust (the “Fund”), and Nuveen Fund Advisors, LLC (the “Subscriber”);

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STRUCTURING FEE AGREEMENT
Structuring Fee Agreement • March 31st, 2017 • Nuveen Credit Opportunities 2022 Target Term Fund • New York

This agreement (the “Agreement”) is between Nuveen Fund Advisors, LLC (including any successor or assign by merger or otherwise, the “Company”) and UBS Securities LLC (“UBS”) with respect to Nuveen Credit Opportunities 2022 Target Term Fund (the “Fund”). Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Underwriting Agreement dated March 28, 2017 (the “Underwriting Agreement”), by and among the Fund, the Company, Symphony Asset Management LLC and each of the underwriters named therein.

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